General Agreement
                               -----------------

     This General Agreement (this "Agreement"), dated May 14, 2001, is by and
                                   ---------
between Cheap Tickets, Inc., a Delaware corporation with an address at 1440
Kapiolani Blvd., Honolulu, Hawaii 96814 ("CTI"), and Delta Air Lines, Inc., a
                                          ---
Delaware corporation having a principal place of business at 1030 Delta
Boulevard, Hartsfield Atlanta International Airport, Atlanta, Georgia 30320
("Delta").
  -----

                                   Recitals:
                                   --------

     Delta is a major carrier providing scheduled air transportation services to
domestic and international destinations.  CTI is an ARC accredited travel agency
and distributor of leisure travel products that operates an internet site (the
"Web Site"), toll-free call centers (the "Call Centers") and retail stores (the
 --------                                 ------------
"Travel Stores") that sell travel products and services to the public including,
 -------------
without limitation, airline tickets, hotel rooms and rental cars.

     CTI desires (i) to sell Delta fares published through the Airline Tariff
Publishing Company ("ATP") and available for sale by Delta appointed agents for
scheduled air transportation ("Delta Published Fares"); (ii) to participate in
Delta's net fare program (the "Net Fare Program") to offer and sell Delta fares
                               ----------------
that are not so published ("Delta Unpublished Fares") to customers; and (iii)
for Delta to participate in CTI's opaque air fare program, which provides for
the offer and sale of unpublished fares on the Web Site without identifying the
carrier prior to ticketing (the "Opaque Fare Program").
                                 -------------------

     Delta desires (i) to authorize CTI to sell Delta Published Fares; (ii) for
CTI to participate in Delta's Net Fare Program; and (iii) to participate in
CTI's Opaque Fare Program.

     In connection with each of the above, the parties desire to document their
understandings in this Agreement and the following related agreements by and
between the parties: (i) an Agency Agreement dated as of the date hereof; (ii)
various net fare agreements (the "Net Fare Agreements"); (iii) a Warrant to
                                  -------------------
purchase 1,626,426 shares of CTI common stock (the "Warrant") dated as of the
                                                    -------
date hereof; and (iv) an Investor Rights Agreement  dated as of the date hereof
(this Agreement, the Agency Agreement, the Net Fare Agreements, the Warrant and
the Investor Rights Agreement are collectively referred to herein as the
"Transaction Documents").
 ---------------------

     In consideration of the covenants and agreements set forth in the
Transaction Documents, the parties agree as follows:
<PAGE>

1.   Definitions
     -----------

     As used in this Agreement, terms with their initial letters capitalized (or
     otherwise defined) shall have the meanings assigned to them in this
     Agreement.

2.   Preferred Airline Status
     -------------------------

     2.1  During the term of this Agreement, CTI will designate and promote
          Delta as a "Preferred Airline" in all CTI distribution channels,
          whether now existing or created later including, without limitation,
          the Web Site, the Call Centers and the Travel Stores. As a Preferred
          Airline, Delta shall receive the benefits set forth on Exhibit 2.1
                                                                 -----------
          attached hereto and incorporated herein by reference, including with
          respect to Delta's participation in the Opaque Fare Program.

     2.2  During the term of this Agreement, CTI shall not designate and promote
          more than three (3) U.S.-based airlines as a Preferred Airline,
          including Delta.

3.   Participation in the Opaque Fare Program
     ----------------------------------------

     3.1  Participation. Delta shall participate in the Opaque Fare Program and,
          -------------
          in connection therewith, will provide CTI with Delta Unpublished Fares
          subject to the Opaque Restrictions (defined herein) for select origin
          and destination city pairs (each, an "O&D") identified by Delta in
                                                ---
          accordance with the terms and conditions set forth in this Article 3.
          CTI will brand the Opaque Fare Program as "SuperCheapTickets" or such
          other brand that CTI may determine from time to time which will
          distinguish the Opaque Fare Program from its other product offerings.

     3.2  Opaque Fare Program Ticket Restrictions and Related Matters
          -----------------------------------------------------------

     a.   Delta Unpublished Fares provided to CTI under the Opaque Fare Program
          must be issued in accordance with the rules and restrictions described
          below in Section 3.2(b), and such additional reasonable fare rules and
                   --------------
          restrictions as are provided by Delta to CTI from time to time (such
          as for specific routings or flight/day criteria on certain O&Ds) (the
          "Opaque Restrictions"). None of the Opaque Restrictions shall be
           -------------------
          modified, removed or waived at any time without the prior written
          consent of Delta. At all times during the term of this Agreement,
          Delta will control and determine the Delta Unpublished Fares and
          levels of inventory provided to CTI for use in the Opaque Fare
          Program. It is expressly understood and agreed that Delta makes no
          commitment whatsoever regarding the level of inventory, number of O&Ds
          or the level of Delta Unpublished Fares that will be provided to CTI
          for sale through the Opaque Fare Program.

                                      -2-
<PAGE>

     b.   All tickets (each, an "Opaque Ticket") issued by CTI through the
                                 -------------
          Opaque Fare Program on any airline participating in the Opaque Fare
          Program (each a "Participating Carrier") shall be subject to the
          following general restrictions (the "Restrictions"):

          (i)       Opaque Tickets will be non-refundable, non-endorsable, non-
                    transferable and non-changeable;
          (ii)      All travel will be round-trip with no stopovers or open-jaw
                    travel permitted;
          (iii)     Frequent flyer mileage and upgrades will not be permitted;
          (iv)      Opaque Fare Program customers must agree to accept a ticket
                    on any Participating Carrier;
          (v)       All Opaque Fare Program travel reservations and bookings
                    shall be made without allowing Opaque Fare Program customers
                    to specify, request or require a certain carrier, flight or
                    time of day (other than requiring no overnight flights) on
                    the specified date(s) of travel. Carrier attributes
                    including, without limitation, name, carrier code, flight
                    times, equipment type and connecting points shall not be
                    revealed to customers until after a transaction is
                    completed;
          (vi)      All Opaque Tickets require instant ticketing guaranteed with
                    a major credit card if CTI is able to provide an airline
                    ticket within the customer's departure and return date
                    parameters;

          (vii)     Opaque Ticket reservations are limited to no more than eight
                    (8) persons traveling in the same itinerary; and
          (viii)    All travel will require a Saturday night minimum stay
                    requirement and an advance purchase requirement of three (3)
                    days or greater.

     c.   The Restrictions will be communicated by CTI to the customer via the
          Web Site (or through CTI's customer service representatives if the
          consumer contacts CTI through its toll free customer service number),
          and the Restrictions set forth in subparagraphs (i), (ii) and (iii) of
          Section 3.2(b) will additionally be set forth on ticketing and/or
          --------------
          itinerary documentation issued by CTI.

     d.   All Opaque Tickets issued for carriage on Delta shall be subject to
          the published conditions of carriage and the fare rules of Delta, to
          the extent such conditions and fare rules are consistent with the
          Restrictions. Delta will honor all Opaque Tickets issued for travel on
          Delta in accordance with the Restrictions and other rules and
          conditions established by Delta in accordance with Section 3.2(a)
          hereof.

     3.3  Opaque Ticket Reservations, Bookings, Payment and Fulfillment.
          --------------------------------------------------------------

                                      -3-
<PAGE>

     a.   Delta will file Delta Unpublished Fares and rules for Opaque Tickets
          with the computer reservation system ("CRS") used by CTI.
                                                 ---
          [****]

     b.   CTI shall not identify Delta in any advertising for Opaque Tickets.

     c.   All Delta Unpublished Fares made available by Delta for sale through
          the Opaque Fare Program shall not be commissionable (but shall be
          included for purposes of determining CTI's market share levels for
          purposes of the O&D Market Share Program described in Section 5.2
                                                                -----------
          hereof) and shall be inclusive of the domestic federal transportation
          excise tax. All such Delta Unpublished Fares shall be exclusive of any
          domestic federal segment taxes, and any domestic or international
          fuel, departure, arrival, passenger facility, airport, terminal and/or
          security taxes or surcharges which, when applicable, must be added to
          the fare amount collected from the passenger and shown on the Opaque
          Ticket.

     d.   In all Opaque Fare Program transactions for Delta, CTI will be the
          merchant of record and will pay all associated merchant credit card
          fees. All Opaque Tickets sold on Delta will be settled through ARC.

     e.   All tickets of Delta issued through the Opaque Fare Program will be
          issued by CTI using a specific agency ARC number or numbers to be
          provided to Delta by CTI from time to time. In collecting payment for
          Opaque Tickets, CTI will act as the agent of Delta pursuant to Agent's
          ARC Agent Reporting Agreement with the Airlines Reporting Corporation
          ("ARC").
            ---

     f.   CTI will encourage its customers to accept electronic ticketing for
          all Opaque Tickets sold on Delta by imposing an additional charge for
          the issuance of paper tickets and maintaining the issuance of
          electronic tickets as the default option for Delta fares on the Opaque
          Fare Program. After issuance of Opaque Tickets for Delta fares, CTI
          will promptly forward to the customer a receipt of proof of purchase
          and contract of carriage on Delta.

     g.   All Opaque Tickets issued in paper form for carriage on Delta will be
          issued by CTI on standard ARC traffic documents and will be validated
          with Delta's validation in accordance with ARC requirements. The
          passenger coupon will show "bulk" for the fare amount and will include
          all additional collections noted in

          [****] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
          SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
          REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                      -4-
<PAGE>

          Section 3.3(c) above. The auditor's coupon will show Delta's
          --------------
          Unpublished Fare as authorized by CTI.

     3.4  Opaque Ticketing Procedures. CTI will handle sales of Opaque Tickets
          ---------------------------
          according to the procedures described in Exhibit 2.1 attached hereto.
                                                   -----------

     3.5  Opaque Fare Program Customer Service.
          -------------------------------------

     a.   CTI will provide customer support services to all Opaque Fare Program
          customers through a toll-free number during at least such hours as CTI
          makes available support services to its customers generally. Customer
          support will be adequately staffed with personnel trained to take
          Opaque Ticket requests by phone and respond to all customer inquiries
          for related service and support.

     b.   CTI will use commercially reasonable efforts to ensure that its
          customer service representatives provide quality customer service and
          support to Opaque Fare Program  customers in a prompt, reliable and
          courteous manner.

     c.   CTI will respond to Opaque Fare Program customer questions and issues
          pertaining to special handling requirements for Opaque Tickets
          including processing any special customer handling requirements in
          respect of Opaque Tickets issued on Delta.

     3.6  Reporting. CTI will provide monthly reports in a format reasonably
          ---------
          designated by Delta summarizing (i) information concerning each fare
          issued by CTI through the Opaque Fare Program on Delta; and (ii)
          aggregate information (not identifying any air carrier) for all fares
          issued by CTI through the Opaque Fare Program in each O&D in which
          Delta participates.

     3.7  Modifications to the Restrictions. None of the Restrictions shall be
          ---------------------------------
          modified, removed or waived at any time without the prior written
          consent of Delta.

     3.8  No Exclusivity. Delta's participation in CTI's Opaque Fare Program
          --------------
          shall be non-exclusive to Delta and to CTI. As such, Delta may
          participate in other programs similar to the Opaque Fare Program, and
          CTI may invite other airlines to participate in the Opaque Fare
          Program.

4.   Net Fare Program
     ----------------

     4.1  Subject to the terms of the Net Fare Agreements, Delta will make
          available point of sale Delta Unpublished Fares for distribution
          through the Call Centers, the Web Site and the Travel Stores. Delta
          will control and determine the Delta Unpublished

                                      -5-
<PAGE>

          Fares and levels of inventory provided to CTI in the Net Fare Program.
          It is expressly understood and agreed that Delta makes no commitment
          whatsoever regarding the level of inventory, number of O&Ds or the
          level of Delta Unpublished Fares that will be provided to CTI through
          the Net Fare Program.

     4.2  CTI will serve as merchant of record for all Delta Net Fares sold by
          CTI pursuant to the Net Fare Agreements.

     4.3  [****]

5.   Override and Incentive Program
     ------------------------------

     5.1  Pursuant to the terms of the Agency Agreement, Delta will make
          available to CTI a point of sale override commission (the "POS
                                                                     ---
          Commission") in conjunction with domestic Published Fares sold by CTI
          ----------
          Call Centers and Travel Stores (but not sales through the Web Site).

     5.2  Pursuant to the terms of the Agency Agreement, Delta will also make
          available to CTI participation in an additional O&D Market Share
          Program that will allow CTI to potentially earn a performance based
          quarterly incentive on sales of Published Fares.  Delta may update
          periodically the performance goals expected of CTI in the O&D Market
          Share Program; provided, however, that the maximum increase in
          performance goals for each level of incentive compensation shall not
          exceed the amounts set forth in the following table:

          ---------------------------------------------------------------------
                                             Maximum increase in target O&D
                                             MSP compared to same quarter in
            Incentive compensation level:    prior calendar year:
          ---------------------------------------------------------------------
            [****]                           [****]
          ---------------------------------------------------------------------
            [****]                           [****]
          ---------------------------------------------------------------------
            [****]                           [****]
          ---------------------------------------------------------------------
            [****]                           [****]
          ---------------------------------------------------------------------
            [****]                           [****]
          ---------------------------------------------------------------------
            [****]                           [****]
          ---------------------------------------------------------------------

            [****].

            [****] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND
            FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
            BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                      -6-
<PAGE>

          For purposes of this Section 5.2, the terms "O&D" and "O&D MSP" shall
                               -----------             ---       -------
          have the meanings assigned to such terms in the Agency Agreement.

     5.3  [****]

     5.4  [****]

6.   Other Benefits to CTI
     ---------------------

     6.1  SkyMiles Program.  Delta will provide to CTI the opportunity to
          ----------------
          purchase SkyMiles(R) frequent flyer miles, on terms mutually agreeable
          by the parties, for CTI to use in promotions that promote Delta.  Any
          such promotions must be approved by Delta in advance in writing.

     6.2  Delta Equity Account. Subject to the terms and conditions set forth in
          --------------------
          Exhibit 6.2 attached hereto and incorporated herein by reference,
          during the term of this Agreement Delta shall establish for CTI a
          Delta Equity Account to be used by CTI for corporate business travel
          credit with travel credits (the "Delta Credits") in amount of [****]%
                                           -------------
          of the annual Delta flown revenues (net of applicable commissions,
          overrides, charges, surcharges and taxes) received by Delta for air
          transportation sold by CTI at fares made available under this
          Agreement; provided, however, such Delta Credits shall not exceed
          $[****] per year.

     6.3  AD 100 Tickets. During each calendar quarter that the Agency Agreement
          --------------
          is in effect, in the event that CTI earns an incentive compensation
          during any such quarter, Delta shall provide CTI with fifty ([****])
          ([****] domestic and [****] international) AD-100 tickets, subject to
          the standard terms and conditions of Delta's AD-100 program then in
          effect.

          [****] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
          SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
          REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





                                      -7-
<PAGE>

7.   Affirmative Covenants of CTI.  Within ninety (90) days of the date set
     ----------------------------
     forth at the top of this Agreement, CTI shall fulfill the following
     obligations, each subject to Delta's reasonable satisfaction:

     (a)  Provide to Delta a beta demonstration of the Web Site and Call Centers
          display screens that provide for Delta receiving the Preferred Airline
          rights and benefits set forth in Article 2 and Exhibit 2.1 hereof;
                                                         -----------

     (b)  Make any modifications to its Opaque Fare Program service to comply
          with the terms and conditions set forth in Article 3 hereof;

     (c)  Report all sales of Delta tickets via the internet including, without
          limitation, via the Web Site and through the Opaque Fare Program,
          through dedicated ARC numbers; and

     (d)  Require and provide that all purchases of Delta tickets through CTI
          via the Web Site or the Opaque Fare Program, will be immediate
          ticketing and have no reservation holding period.

8.   Representations and Warranties of CTI.  CTI represents and warrants to
     -------------------------------------
Delta as follows:

     8.1  Organization and Qualification. CTI is a duly organized and validly
          ------------------------------
          existing corporation in good standing under the laws of the State of
          Delaware and has the corporate power and authority to own, operate and
          lease the properties and assets it now owns, operates or leases and to
          conduct its business as it is now being conducted.

     8.2  Authority Relative to this Agreement.  CTI has the corporate power and
          ------------------------------------
          authority to execute and deliver the Transaction Documents and to
          consummate the transactions contemplated thereby in accordance with
          the terms thereof.  The execution and delivery of the Transaction
          Documents and the consummation of the transactions contemplated
          thereby have been duly authorized by all necessary corporate action on
          the part of the CTI.  The Transaction Documents have been duly and
          validly executed and delivered by CTI and are, assuming due execution
          and delivery thereof by Delta and that Delta has full legal power and
          right to enter into the Transaction Documents, valid and binding
          obligations of CTI, enforceable against CTI in accordance with their
          terms, except as enforcement thereof may be limited by the
          availability of certain equitable remedies or by bankruptcy,
          insolvency or similar laws affecting creditors' rights generally.

9.   Representations and Warranties of Delta.  Delta represents to CTI as
     ---------------------------------------
follows:

                                      -8-
<PAGE>

     9.1  Organization and Qualification. Delta is a duly organized and validly
          ------------------------------
          existing corporation in good standing under the laws of the State of
          Delaware and has the corporate power and authority to own, operate and
          lease the properties and assets it now owns, operates or leases and to
          conduct its business as it is now being conducted.

     9.2  Authority Relative to this Agreement. Delta has the corporate power
          ------------------------------------
          and authority to execute and deliver the Transaction Documents and to
          consummate the transactions contemplated thereby in accordance with
          the terms thereof. The execution and delivery of the Transaction
          Documents and the consummation of the transactions contemplated
          thereby have been duly authorized by all necessary corporate action on
          the part of the Delta. The Transaction Documents have been duly and
          validly executed and delivered by Delta and are, assuming due
          execution and delivery thereof by CTI and that CTI has full legal
          power and right to enter into the Transaction Documents, valid and
          binding obligations of Delta, enforceable against Delta in accordance
          with their terms, except as enforcement thereof may be limited by the
          availability of certain equitable remedies or by bankruptcy,
          insolvency or similar laws affecting creditors' rights generally.

10.  Confidentiality
     ---------------

10.1 Subject to the other terms of this Section 10, CTI and Delta will each hold
     in confidence and, without the prior written consent of the other, will not
     reproduce, distribute, transmit, transfer or disclose, directly or
     indirectly, in any form, by any means or for any purpose, any Confidential
     Information of the other party.  As used herein, the term "Confidential
                                                                ------------
     Information" shall mean the Transaction Documents and their subject matter,
     -----------
     and proprietary information that is provided to or obtained from one party
     to the other party  including any information which derives economic value,
     actual or potential, from not being generally known to, and not generally
     ascertainable by proper means by, other persons, including the Unpublished
     Fares provided by Delta to CTI pursuant to this Agreement.  The recipient
     of Confidential Information may only disclose such information to its
     employees on a need-to-know basis.

10.2 The obligations of a recipient party with respect to Confidential
     Information shall remain in effect during and after the term of this
     Agreement (including any renewals or extensions hereof) and for a period of
     two (2) years thereafter, except to the extent Confidential Information:

          (a)  is or becomes generally available to the public other than as a
          result of a disclosure by the recipient, or its directors, officers,
          employees, agents or advisors,

                                      -9-
<PAGE>

          (b)  becomes available to the recipient on a non-confidential basis
          from a source other than the disclosing party or its affiliated
          companies, provided that such source is not, to CTI's knowledge, bound
          by any confidentiality obligations to the disclosing party or its
          affiliated companies (as applicable);

          (c)  is required to be disclosed by the recipient in order to comply
          with applicable law or the order or other legal process of any court,
          governmental or similar authority having jurisdiction over the
          recipient; or

          (d)  is required to be disclosed by the recipient pursuant to the
          requirements of the federal securities laws, including without
          limitation the Securities Exchange Act of 1934, as amended, or the
          rules and regulations thereunder.

10.3 In the event that the recipient becomes legally compelled to disclose any
     of such Confidential Information by any governmental body or court,
     recipient will provide the disclosing party with prompt notice so that the
     disclosing party may seek a protective order or other appropriate remedy
     and/or waive compliance (in writing) with the provisions hereof.  In the
     event that such protective order or other remedy is not obtained, or the
     disclosing party waives (in writing) compliance with the provisions hereof,
     recipient will furnish only that portion of such Confidential Material
     which is legally required and will exercise its reasonable business efforts
     to obtain appropriate assurance that confidential treatment will be
     accorded such Confidential Information.

10.4 The recipient of Confidential Information will exercise reasonable
     commercial care in protecting the confidentiality of the other party's
     Confidential Information.

10.5 CTI will not disclose (including, without limitation, by sale) to any third
     party information obtained through the Opaque Fare Program concerning a
     customer who has acquired a ticket on Delta.

10.6 If Delta elects not to terminate the Agency Agreement after receipt of the
     Notice in Section 7.3(a) of the Agency Agreement, then Agency may make a
     copy of this Agreement and the Agency Agreement available to the person or
     persons who propose to acquire a majority interest in Agency in the Change
     of Control transaction or the successor in interest in a proposed
     transaction that constitutes a Change of Control, subject to execution of a
     non-disclosure agreement, reasonably acceptable to Delta, by such person or
     persons.

11.  Proprietary Marks
     -----------------

     During the term of this Agreement neither CTI nor Delta shall use the other
     party's (or its affiliates') trademarks, trade names, service marks, logos,
     emblems, symbols or other

                                      -10-
<PAGE>

     brand identifiers in advertising or marketing materials, unless it has
     obtained the prior written approval of the other party. The consent
     required by this Article 11 shall extend to the content of the specific
     advertising or marketing items as well as the placement and prominence of
     the applicable trademark, trade name, service mark, logo, emblem, symbol or
     other brand identifier of the other party. CTI or Delta, as applicable,
     shall cause the withholding, discontinuance, recall or cancellation, as
     appropriate, of any advertising or promotional material not approved in
     writing by the other party, that differs significantly from that approved
     by the other party, or that is put to a use or used in a media not approved
     by the other party.

12.  Term of Agreement
     -----------------

     12.1 Subject to the terms of this Article 12, this Agreement will commence
          effectively on April 1, 2001 (the "Commencement Date") and will
                                             -----------------
          continue for a period of five (5) years; provided, however, Articles 5
          and 6 hereof shall only continue for a period of three (3) years from
          the Commencement Date.

     12.2 Any party may terminate this Agreement at any time after the
          Commencement Date if another party is in material breach of its
          obligations hereunder and has failed to fully cure such breach within
          thirty (30) days following its receipt of notice of such breach;
          provided, however, Delta may terminate this Agreement immediately in
          the event CTI breaches any of the covenants set forth in Article 7
          hereof.

     12.3 The obligations of the parties under Articles 10, 13 and 14 of this
          Agreement shall indefinitely survive the expiration or any termination
          of this Agreement.

13.  Indemnification
     ---------------

     13.1 For purposes of this Section 13, "Losses" shall mean any and all
                                            ------
          costs, demands, losses, claims (including any claim by a third party),
          liabilities, fines, penalties, assessments, damages, including,
          without limitation, interest, penalties, reasonable attorneys' fees
          and expenses and all amounts paid in proceedings, claims, complaints,
          disputes, arbitrations, investigations, defense or settlement of any
          of the foregoing.

     13.2 Except as otherwise provided in this Article 13, Delta agrees to
          indemnify, defend and hold harmless CTI and its affiliates and their
          respective officers, directors, agents, employees and subsidiaries
          (each, a "CTI Indemnified Party") to the fullest extent permitted by
                    ---------------------
          law from and against any and all Losses resulting from, arising out of
          or relating to any breach of any representation, warranty, covenant or
          agreement by Delta in the Transaction Documents; provided, that Delta
                                                           --------
          shall not

                                      -11-
<PAGE>

          be liable under this Section 13.2 to any CTI Indemnified Party to the
          extent that it is finally judicially determined that such Losses
          resulted primarily from the material breach by any CTI Indemnified
          Party of any representation, warranty, covenant or agreement of such
          CTI Indemnified Party contained in the Transaction Documents; and
          provided, further, that if and to the extent that such indemnification
          --------  -------
          is unenforceable for any reason, Delta shall make the maximum
          contribution to the payment and satisfaction of such Losses which
          shall be permissible under applicable laws.

     13.3 Except as otherwise provided in this Article 13, CTI agrees to
          indemnify, defend and hold harmless Delta and its affiliates and their
          respective officers, directors, agents, employees, and subsidiaries
          (each, a "Delta Indemnified Party") to the fullest extent permitted by
                    -----------------------
          law from and against any and all Losses resulting from, arising out of
          or relating to any breach of any representation or warranty, covenant
          or agreement by CTI in the Transaction Documents; provided, that CTI
                                                            --------
          shall not be liable under this Section 13.3 to any Delta Indemnified
          Party to the extent that it is finally judicially determined that such
          Losses resulted primarily from the material breach by any Delta
          Indemnified Party of any representation, warranty, covenant or
          agreement of an Delta Indemnified Party contained in the Transaction
          Documents; and provided, further, that if and to the extent that such
                         --------  -------
          indemnification is unenforceable for any reason, CTI shall make the
          maximum contribution to the payment and satisfaction of such Losses
          which shall be permissible under applicable laws.

     13.4 Each CTI Indemnified Party or Delta Indemnified Party, as the case may
          be (for purposes of this Section 13.4, an "Indemnified Party"), under
                                                     -----------------
          this Section 13 shall, promptly after the receipt of notice of the
          commencement of any action, investigation, claim or other proceeding
          against such Indemnified Party in respect of which indemnity may be
          sought from Delta or CTI (for purposes of this Section 13.4, an
          "Indemnifying Party") under this Section 13, notify the Indemnifying
           ------------------
          Party in writing of the commencement thereof.  The omission of any
          Indemnified Party so to notify the Indemnifying Party of any such
          action shall not relieve the Indemnifying Party from any liability
          which it may have to such Indemnified Party unless, and only to the
          extent that, such Indemnifying Party has been prejudiced thereby.  In
          case any such action, claim or other proceeding shall be brought
          against any Indemnified Party, and it shall notify the Indemnifying
          Party of the commencement thereof, the Indemnifying Party shall be
          entitled to assume the defense thereof at its own expense, with
          counsel satisfactory to such Indemnified Party in its reasonable
          judgment; provided, however, that any Indemnified Party may, at its
                    --------  -------
          own expense, retain separate counsel to participate in such defense at
          its own expense.  Notwithstanding the foregoing, in any action, claim
          or proceeding in which both the Indemnifying Party, on the one hand,
          and an Indemnified Party,

                                      -12-
<PAGE>

          on the other hand, are, or are reasonably likely to become, a party,
          such Indemnified Party shall have the right to employ separate counsel
          at the expense of the Indemnifying Party and to control its own
          defense of such action, claim or proceeding if, in the reasonable
          opinion of counsel to such Indemnified Party, a conflict or potential
          conflict exists between the Indemnifying Party, on the one hand, and
          such Indemnified Party, on the other hand, that would make such
          separate representation advisable; provided, however, that the
                                             --------  -------
          Indemnifying Party shall not be liable for the fees and expenses of
          more than one counsel to all Indemnified Parties. The Indemnifying
          Party agrees that it will not, without the prior written consent of
          the Indemnified Party, settle, compromise or consent to the entry of
          any judgment in any pending or threatened claim, action or proceeding
          relating to the matters contemplated hereby (if any Indemnified Party
          is a party thereto or has been actually threatened to be made a party
          thereto) unless such settlement, compromise or consent includes an
          unconditional release of the Indemnified Party from all liability
          arising or that may arise out of such claim, action or proceeding. The
          Indemnifying Party shall not be liable for any settlement of any
          claim, action or proceeding effected against an Indemnified Party
          without the Indemnifying Party's written consent, which consent shall
          not be unreasonably withheld.

14.  General Provisions
     ------------------

     14.1 No waiver or breach of any of the provisions of this Agreement shall
          be construed as a waiver of any succeeding breach of the same or any
          other provision.

     14.2 If any paragraph, sentence or clause of this Agreement shall be
          adjudged illegal, invalid or unenforceable, such illegality,
          invalidity or unenforceability shall not affect the legality, validity
          or enforceability of this Agreement as a whole or of any paragraph,
          sentence or clause hereof not so adjudged.

     14.3 Any notice required or permitted hereunder shall be deemed sufficient
          if given in writing and delivered personally, by facsimile
          transmission, by reputable overnight courier service or United States
          mail, postage prepaid, to the addresses shown below or to such other
          addresses as are specified by similar notice, and shall be deemed
          received upon personal delivery, upon confirmed facsimile receipt, two
          (2) days following deposit with such courier service, or three (3)
          days from deposit in the United States mails, in each case as herein
          provided:

          If to CTI, Inc.:                     If to Delta:

                                      -13-
<PAGE>


                                            
          Cheap Tickets, Inc.                  Delta Air Lines, Inc.
          1440 Kapiolani Blvd.                 1030 Delta Boulevard
          Honolulu, HI  96814                  Hartsfield Atlanta International Airport
                                               Atlanta, GA 30320

          Attention: Chief Financial Officer   Attention: VP-Reservations Sales
                                                          & Distribution Planning
          Phone: 808-945-7439                  Phone: 404-715-4079
          Fax: 808-945                         Fax: 404-715-

          With a copy to:                      With a copy to:
          ---------------                      ---------------

          Morrison & Foerster LLP              Delta Air Lines, Inc.
          555 West 5th Street                  1030 Delta Boulevard
          Suite 3500                           Hartsfield Atlanta International Airport
          Los Angeles, California 90013        Atlanta, GA 30320
          Attention: Henry Fields, Esq.        Attention: General Counsel
          Phone: 213-892-5200                  Phone: 404-715-2387
          Fax: 213-892-5454                    Fax: 404-773-1657


          A party may change its address and the name of its designated
          recipient of copies of notices for purposes of this Agreement by
          giving the other parties written notice of the new name and the
          address, phone and facsimile number of its designated recipient in
          accordance with this Section 14.3.

     14.4 This Agreement and the Attachments hereto, and the Transaction
          Documents, supersede and replace all previous understandings or
          agreements, whether oral or written, with respect to the subject
          matter hereof. The captions in this Agreement are for convenience only
          and do not alter any terms of this Agreement.

     14.5 This Agreement may be amended or modified only by a written amendment
          executed by the parties.

     14.6 The formation, construction, performance and validity of this
          Agreement shall be governed by the internal laws of the State of
          Georgia. Each party agrees that any civil suit or action brought
          against it as a result of any of its obligations under this Agreement
          may be brought against it either in the state or federal courts of the
          principal place of business of either party, and each party hereby
          irrevocably submits to the jurisdiction of such courts and irrevocably
          waives, to the fullest extent permitted by law, any objections that it
          may now or hereafter have to the laying of the venue of such civil
          suit or action and any claim that such civil suit or

                                      -14-
<PAGE>

            action has been brought in an inconvenient forum, and each party
            further agrees that final judgment in any such civil suit or action
            shall be conclusive and binding upon it and shall be enforceable
            against it by suit upon such judgment in any court of competent
            jurisdiction.

     14.7   This Agreement may be executed in counterparts, each of which shall
            be deemed an original, and together, shall constitute one and the
            same instrument. Execution may be effected by delivery of facsimiles
            of signature pages (and the parties shall follow such delivery by
            prompt delivery of originals of such pages).

     14.8   No party will in any manner or by any device, either directly or
            indirectly, act in violation of any applicable law, governmental
            order or regulation. CTI shall comply at all times with the
            provisions of Delta's tariffs (except where such tariffs are
            specifically amended by Delta under the terms of this Agreement) and
            the terms of the Airlines Reporting Corporation ("ARC") Agent
                                                              ---
            Reporting Agreement and any addenda thereto.

     14.9   No party hereto shall assign or transfer or permit the assignment or
            transfer of this Agreement without the prior written consent of the
            other parties.

     14.10  This Agreement shall not be deemed to create any partnership or
            joint venture between Delta and CTI, nor to create any rights in
            favor of any person or entity other than the parties hereto. This
            Agreement is for the sole benefit of the parties and nothing herein
            expressed or implied shall give or be construed to give any other
            person any legal or equitable rights hereunder.

     14.11  NO PARTY WILL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES,
            INCLUDING LOST REVENUES, LOST PROFITS, OR LOST PROSPECTIVE ECONOMIC
            ADVANTAGE, ARISING FROM THIS AGREEMENT OR ANY BREACH HEREOF.

     14.12  THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT
            ANY PROVISION OF THIS AGREEMENT IS NOT PERFORMED IN ACCORDANCE WITH
            THE TERMS HEREOF AND THAT THE PARTIES SHALL BE ENTITLED TO AN
            INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND
            TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT.

     14.13  Each party has participated jointly in the negotiation and drafting
            of this Agreement. In the event any ambiguity or question of intent
            or interpretation arises, this Agreement shall be construed as if
            drafted jointly by the parties, and no presumption

                                      -15-
<PAGE>

            or burden of proof shall arise favoring or disfavoring any party by
            virtue of the authorship of any of the provisions of this Agreement

     14.14  In the event that either party hereto is prevented from fulfilling
            any of its obligations under this Agreement for a period not
            exceeding one hundred twenty (120) consecutive days for a reason
            beyond its control, including, but not limited to, strikes,
            lockouts, work stoppages or other labor disputes, riots, civil
            commotions, acts of God, fire, flood and other weather-related
            reasons, governmental action or directive (a "Force Majeure Event"),
                                                          -------------------
            such party shall not, by reason of being so prevented, be in breach
            of this Agreement and such condition shall not be cause of
            termination by the other party. If a Force Majeure Event continues
            for a period in excess of one hundred twenty (120) consecutive days
            as to one party which prevents that party from fulfilling in any
            material way its obligations under this Agreement to the other
            party, the other party shall have the right to terminate this
            Agreement upon thirty (30) days' advance written notice to the other
            party.


                           [Signatures on next page]

                                      -16-
<PAGE>

           [Signatures to the General Agreement dated May __, 2001]


IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on
the date indicated above.

CHEAP TICKETS, INC.                          DELTA AIR LINES, INC.


/s/ Sam E. Galeotos                             /s/ [SIGNATURE ILLEGIBLE]
----------------------------                  ---------------------------------
 By:                                          By: V Caminiti

 Title:                                       Title: SR V.P. E-BUS

 Sam E. Galeotos


President and Chief Executive Officer
-------------------------------------


                                      -17-
<PAGE>

                                  EXHIBIT 2.1

                          Preferred Airline Benefits
                          --------------------------

If a query or request for a reservation, booking or ticket is made through any
CTI distribution channel, the default, fare led response will display the Delta
("DL") fares that result from such query or request in the following manner:
  --

     (1)  [****]

     (2)  [****]

     (3)  [****]

     (4)  [****]

          [****] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED
          SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
          REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                      -18-
<PAGE>

                                  EXHIBIT 2.1

                                  (Continued)

Additional Marketing Assistance to be provided by CTI to Delta:
--------------------------------------------------------------

     1)   Regular home page recognition as a CTI "Preferred Airline".

     2)   Bi-weekly newsletter emails - distributed to CTI subscribers in order
          to highlight special fares in selected markets. The identified fares
          must apply to a minimum of 5 city-pairs per market.

     3)   Delta Exclusive emails - distributed to CTI subscribers in order to
          highlight special DL fares in selected markets. The identified fares
          must apply to a minimum of 10 city-pairs per market.

     4)   Confirmation emails - Distributed to CTI new subscribers following
          their initial sign up, in order to highlight special fares in selected
          markets. The identified fares must apply to a minimum of 5 city-pairs
          per market.

     5)   CTI will provide to Delta on a monthly basis market data relating to
          CTI's top 150 domestic and 50 international markets.

                                      -19-
<PAGE>

                                  EXHIBIT 6.2

                             DELTA EQUITY ACCOUNT
                             --------------------


Delta shall establish a Delta Air Lines Equity Account in the name of CTI (the
"Account") to which Delta will credit as hereafter described transportation
credits that may be used by CTI to purchase air transportation on Delta anywhere
on Delta's worldwide route system. Such transportation may be used only for
travel by CTI's directors, officers and employees for business purposes.

The following terms and conditions shall govern the establishment of the Account
and the use by CTI of the Delta Credits therein:

1.   Delta shall issue to CTI a Delta Equity Card that may be used to purchase
transportation from the Account.  Delta Credits may be used solely for the
purchase of travel on Delta (not including the Delta Connection carriers or any
other carrier now or hereafter using Delta's two letter carrier code) and for
excess baggage charges.  Travel on a Delta Connection carrier is permitted only
in exceptional circumstances at the sole discretion and with the authorization
of the local Delta Station Manager.

2.   The value of tickets and other documents (including all applicable tariff
and other charges, surcharges and taxes) purchased by CTI will be debited
against the Account.  All tickets shall be issued exclusively by Delta or by CTI
in accordance with mutually agreed upon procedures.  All tickets will be
validated on Delta.  Tickets purchased with the Delta Equity Card are subject to
all rules applicable to the general public for the fare structure selected.

3.   All tickets shall be issued at the applicable published fare.  Reservations
must be booked in applicable class of service, and travel is subject to all
applicable tariffs and other rules and regulations relating thereto.
Transatlantic or transpacific travel may not be booked in first class (F)
without prior approval from Delta's Leisure Sales Department.  Delta reserves
the right to require, in its discretion, that reservations be made in specific
inventory classifications, and CTI understands that any such requirement may
restrict seat availability.

4.   Denied boarding compensation rules shall not apply and frequent flyer
credits shall not be awarded in connection with travel pursuant to this Rider.
CTI shall imprint on each ticket issued pursuant to this Agreement the phrase
"NO FF CREDIT/DBC ALLOWED" to reflect the restrictions on frequent flyer credits
and denied boarding compensation contained herein.

5.   CTI is responsible for the security of the Delta Equity Card issued to it
and is responsible for all charges made against the Account.  Lost or stolen
cards should be reported immediately.

                                      -20-
<PAGE>

6.   Phone authorization, including an approval code, may be required for
purchases with the Delta Equity Card to insure that sufficient Delta Credits are
available in the Account for payment.  If available Delta Credits are
insufficient for payment of any charge, CTI may use a separate form of payment
to pay the difference.

                                      -21-
<PAGE>

7.   If any charges are made that exceed the balance in the Account, CTI agrees
to pay the difference, plus a handling charge equal  to five percent (5%) of the
difference.  If a Delta Equity Card is used to purchase travel or other services
on carriers other than Delta and the Delta Connection carriers, Delta is
authorized to deduct from the Account Delta Credits equal to 200% of the
purchase price of such unauthorized services.  Any sums payable by the CTI
pursuant to this Item 7 are payable in full immediately upon receipt of a
statement from Delta.  No Delta Credits earned in accordance with this Agreement
will be posted to the Account until all such sums are paid in full, and use of
the Account will be suspended until remittance in full is received.

8.   The Account shall be used solely for conducting CTI's business in the
ordinary course, and tickets purchased with the Delta Credits shall not be
bartered, sold, refunded in cash, or converted into cash compensation.  The
endorsement box on tickets issued against the Delta Equity Card must be marked
"Non-Refundable in Cash," "Non-Endorseable," and Non-Transferable."

9.   Delta is expressly permitted to offset any amount owed by CTI to Delta or
Delta's subsidiaries or affiliates (including WORLDSPAN) against any Delta
Credits earned hereunder.

10.  CTI may not assign, pledge or otherwise transfer the Account, in whole or
in part. Delta may refuse to honor tickets issued pursuant to this Agreement
and/or reduce credits available in the Account at any time in Delta's sole
judgment, if the Account has been or is being used in any manner not authorized
by this Agreement.

11.  All credits in the Account will be forfeited automatically (i) upon
termination of this Agreement by Delta and (ii) at the end of thirty (30) days
following the expiration of this Agreement by its terms or its termination for
any other reason.

12.  Delta may require that tickets not be used during the blackout periods
established from time to time by Delta.

13.  Not more than five (5) tickets may be used on any one Delta flight.

                                      -22-

Source: OneCLE Business Contracts.