Employment Contract Between Peter Grover And TRX Europe, LTD.

Exhibit 10.48

EMPLOYMENT CONTRACT

THIS EMPLOYMENT CONTRACT made as of the 1 st day of January, 2004 (the " Effective Date" ) between Peter Grover (hereinafter referred to as " Employee" ) and TRX Europe, Ltd., a company incorporated in England and Wales under number 3841799 whose registered office is at Sutherland House, Russell way, Crawley, West Sussex, RH10 1UH, UK (hereinafter referred to as the " Company" ).

WITNESSETH:

WHEREAS, the Company desires to employ Employee, and Employee desires to be employed by the Company; and

WHEREAS, the parties intend to supersede all prior correspondence, letters, and negotiations between them with the terms set forth herein;

NOW, THEREFORE, it is hereby agreed as follows:

1. Employment of Employee . The Company hereby employs Employee for a period of three (3) years commencing on the Effective Date of this Employment Contract (the " Initial Term" ). Employee agrees to such employment on the terms and conditions herein set forth and agrees to devote his best efforts and full time and attention to his duties under this Employment Contract and to perform such duties diligently and efficiently and in accordance with the directions of the Company.

2. Duties and Responsibilities . Employee shall be employed as Executive Vice President, Europe for the Company, reporting directly to the Chief Executive Officer of TRX, Inc. As Executive Vice President, Europe, Employee shall have responsibility for the overall management of the European operations and financial performance of the Company, as well as such additional duties and responsibilities as may be assigned to him from time to time by the Chief Executive Officer of TRX, Inc. or the Board of Directors of the Company.

3. Compensation and Benefits .

(a) Base Salary. Employee' s annual salary during the Term of this Employment Contract shall be a3120,000 (the " Base Salary" ). The Base Salary shall be paid in accordance with the Company' s regular payroll practices, in arrears in equal monthly installments on or about the last day of the month, and shall be subject to any statutory and/or voluntary withholdings or deductions. The Company shall review the Base Salary each year, and may, in the Company' s discretion, increase the Base Salary. If Employee also serves as a director of the Company or any affiliate of the Company during the Term, he shall not receive any additional compensation for such service.


Page 1 of 11 (b) Annual Discretionary Bonus. Upon completion of the calendar year, Employee shall be eligible for an annual discretionary bonus. Employee' s supervisor shall determine the amount of Employee' s annual discretionary bonus, if any, based on both the performance of the Company and the performance of Employee, with a total potential bonus to be in the range of 0% to 30% of Employee' s Base Salary; provided, however, that to receive the bonus, Employee must be an " active employee in good standing" on the date that the bonus is paid. For purposes of this Employment Contract, an " active employee in good standing" shall mean that (i) Employee' s employment with the Company has not been terminated for any reason; and (ii) Employee is not on probation of any kind from the Company. Payment of bonus in any one year does not give entitlement to bonus in any subsequent year.

(c) Automobile. The Company shall furnish Employee with the use of an automobile having a maximum value of a350,000. The automobile shall be leased or purchased at the option of the Company. After the earlier of three (3) years or 80,000 miles, the Company shall provide Employee with a new vehicle. The Company shall reimburse Employee for all fuel costs associated with Employee' s reasonable business and private use of the automobile.

Alternatively, the Company and Employee may agree to an arrangement whereby the Company reimburses the reasonable expenses incurred by Employee associated with the lease or purchase of his own automobile.

This is a taxable benefit and appropriate deductions will be applicable.

(d) Health Insurance. The Company shall furnish Employee with Private Health Insurance and Private Medical Care of a type substantially similar to, and on the same basis as, the coverage provided to other employees of the Company, subject to the terms, conditions and limitations of the relevant benefit plan.

(e) Life Insurance. The Company shall furnish Employee with term Life Insurance coverage with a death benefit of at least twice Employee' s annual Base Salary, subject to the terms, conditions and limitations of the relevant benefit plan.

(f) Stakeholder Pension. Provided Employee is eligible, the Company shall notify him of the details of its designated stakeholder pension scheme (" SPS" ) to which the Employee may elect to have access. The Company will make contributions to the scheme on behalf of the Employee to the extent that is detailed in the then-current TRX Europe Pension Scheme. The Company makes no representation or warranty as to the performance, adequacy or longevity of the scheme or its suitability to the Employee.

(g) Employee Benefits. The Company shall provide to Employee other employee benefits substantially similar to, and on the same basis as, the benefits provided to employees of the Company generally, subject to the terms, conditions and limitations of each such employee benefit plan.


Page 2 of 11 (h) Vacation. Employee shall be entitled to 25 working days of paid vacation per calendar year, in addition to Bank holidays but inclusive of statutory entitlement under the Working Time Regulations (" WTR" ); provided, however, that if this Employment Contract is not in effect for any full calendar year, Employee shall have only a pro rata portion of such paid vacation during that calendar year. The Employee will be deemed to take statutory entitlement under the WTR first, then any additional entitlement. For parental leave purposes, the calendar year is also the leave year. Upon termination of employment, the Employee will received payment for unused vacation that was accrued during the year of termination only.

(i) Long Term Incentive Compensation. Employee shall be eligible for a grant of a stock option at the time of the Initial Public Offering of TRX, Inc.; provided, however, that such Initial Public Offering occurs during the Term of this Agreement and Employee is an active employee in good standing (as defined herein) at the time of the Initial Public Offering. Any stock options granted to Employee shall be subject to the terms and conditions of the TRX, Inc. 2000 Stock Incentive Plan (or any amended or successor plan that may have been adopted prior to the time of the grant).

(j) Taxes. Employee shall be responsible for any and all taxes or duties that may be imposed by any governing authority on the employee benefits provided to him by the Company, except as may otherwise be required by law.

(k) Deductions. Employee authorizes the Company to deduct from his remuneration under this agreement any sums due from him to the Company, including without limitation any overpayments, loans or advances made to him by the Company.

4. Continuous Service . Employee shall be deemed to have a continuous service date of July 10, 2000. 5. Place and Hours of Work . The Employee shall initially be based at the Company' s offices at Sutherland House, Crawley, or at such other location as the Company shall reasonably require from time to time whether on a permanent or temporary basis. The Employee may be required to travel whether within the UK or overseas in the performance of his duties. Normal working hours are from Monday to Friday inclusive, 9:00 a.m. to 5:30 p.m. The Employee is, however, expected to work such additional hours as the needs and requirements of the Company dictate.

Regulation 4(1) of the Working Time Regulations (" WTR" ) provides that a worker' s average working time, including overtime, shall not exceed 48 hours for each seven day period (to be averaged over a period of 17 weeks) unless the worker agrees that this Regulation shall not apply to his employment. In accordance with Regulation 5 of the WTR the Employee agrees that Regulation 4(1) of the WTR shall not apply to his employment with the Company (the " WTR Opt Out" ). At any time during his employment, the Employee or the Company may give three months' prior written notice that the WTR Opt Out shall cease to apply with effect from the expiry of the said notice.

Page 3 of 11 6. Personnel Policies . Employee shall conduct himself at all times in a businesslike and professional manner as appropriate for a person in his position and shall represent the Company in all respects as complies with good business and ethical practices. In addition, Employee shall be subject to and abide by the policies and procedures of the Company applicable to personnel of the Company, as adopted from time to time.

7. Business Expenses . Employee shall be reimbursed monthly by the Company for ordinary, necessary and reasonable expenses incurred by him in the performance of his duties for the Company, provided that Employee shall first document said business expenses in the manner generally required by the Company under its policies and procedures, and in any event, the manner required to meet applicable laws and regulations relating to the tax deductibility of such expenses.

8. Termination and Renewal .

(a) Termination Due to Death or Discharge for Good Cause. This Employment Contract shall terminate immediately, without notice and without payment in lieu of notice, upon the death of Employee or upon the discharge of Employee for " Good Cause" . For the purposes of this Employment Contract, " Good Cause" means commission of any felony or any other crime involving dishonesty or moral turpitude; any act of fraud or dishonesty (whether or not in connection with the Company' s Business as hereinafter defined); competing with the Business of the Company either directly or indirectly; willful neglect of Employee' s duties hereunder; the breach of any provision of this Employment Contract by Employee; failure to comply with the decisions of the Company; failure to discharge Employee' s duty of loyalty to the Company; or any other matter constituting " gross misconduct" under the laws of the United Kingdom. In the event of termination under this subsection, any earned but unpaid Base Salary and any other benefits provided herein shall be paid to Employee up to the effective date of termination of this Employment Contract and not thereafter.

(b) Termination Due to Disability. Notwithstanding the ...