SUBLEASE

Exhibit 10.31

SUBLEASE

AGREEMENT OF SUBLEASE, made as of December 20, 2001, between Qwest Cyber.Solutions LLC, a Delaware limited liability company having offices at 1899 Wynkoop, Denver, CO 80202 (hereinafter called “Sublandlord”) and TRX, Inc. a Georgia corporation having offices at 6 West Druid Hills Dr., Atlanta, GA 30329, described below (hereinafter called “Subtenant”).

W I T N E S S E T H

Whereas, Sublandlord is the tenant under that certain Lease dated March 19, 2001 (as amended by First Amendment to Office Lease dated November 6, 2001, the “Prime Lease”) between Sublandlord and Greensboro Center Limited Partnership, a Virginia limited partnership (“Landlord”), pursuant to which Landlord leases to Sublandlord approximately 5,840 square feet on the first (1^st) floor of the building situated at 8405 Greensboro Drive, McLean, Virginia 22102 (the “Prime Premises”). A copy of the Prime Lease, with certain economic information redacted, is attached hereto as Exhibit A and incorporated herein by reference; and

Whereas, Sublandlord desires to sublease to Subtenant all of Suite 140 and Subtenant wishes to sublease Suite 140 from Sublandlord.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

IN WITNESS WHEREOF, Sublandlord and Subtenant have executed and delivered this Sublease as of the date first above written.

RIDER TO SUBLEASE BETWEEN

QWEST CYBER.SOLUTIONS, LLC AND

TRX, INC. DATED DECEMBER 20, 2001

This Rider to Sublease (this “Rider”) is hereby made a part of that certain Sublease between Qwest Cyber.Solutions, LLC and TRX, Inc. dated December 20, 2001 (the “Sublease”). To the extent of any conflict between the terms and provisions of the Sublease and the terms and provisions of this Rider, the terms and provisions of this Rider shall control. Except as otherwise expressly provided herein, all capitalized terms utilized herein shall have the meanings ascribed to such terms in the Sublease.

1. The phrase “Suite 140”, when used in the Sublease, shall be deemed to mean the premises (the “Premises”) demised pursuant to the Prime Lease.

2. The phrase “default”, when used in the Sublease, shall be deemed to mean a default which continues beyond the expiration of any grace, notice or cure period provided with respect thereto by the terms of the Sublease or the terms of the Prime Lease.

3. Sublandlord hereby agrees that it shall not unreasonably withhold, delay or condition its consent to or approval of (a) any proposed alterations, additions or improvements to the Premises, pursuant to Section 6 of the Sublease, or (b) any proposed assignment of the Sublease or further subletting of the Premises, pursuant to Section 12 of the Sublease.

4. Notwithstanding Section 8 of the Sublease to the contrary, Sublandlord recognizes and acknowledges that Subtenant lacks contractual privity with Landlord and, therefore, Sublandlord hereby agrees, upon Subtenant’s request and at Subtenant’s expense, to exercise its rights under the Prime Lease to require that Landlord perform and comply with its obligations under the Prime Lease.

5. Notwithstanding the incorporation of the terms of the Prime Lease in the Sublease, Sublandlord and Subtenant hereby agree that the second sentence appearing in Section 4.1 of Article IV of the Prime Lease and Article V (in its entirety) of the Prime Lease are not applicable, in whole or in part, to the Sublease.

6. Sublandlord represents that, to its actual knowledge and as of the date hereof, there are no defaults on the part of Sublandlord under the Prime Lease nor, to Sublandlord’s knowledge, on the part of Landlord, and there are no presently existing circumstances which, with the giving of notice or the passage of time or both, would give rise to a default thereunder.

7. Subtenant assumes and agrees to perform Sublandlord’s obligations under the Prime Lease only to the extent that such obligations accrue during the Term of the Sublease. Sublandlord’s monetary obligations under the Prime Lease shall be considered performed by Subtenant to the extent and in the amount that Base Rent is paid to

Sublandlord in accordance with Section 4 of the Sublease. Subtenant does not assume or agree to perform any obligations arising or resulting from any default by Sublandlord under the Prime Lease.

8. Sublandlord warrants and represents that (a) the copy of the Prime Lease delivered by Sublandlord to Subtenant is a true, correct and complete copy thereof; (b) the Prime Lease has not been modified or amended except as disclosed to Subtenant; and (c) Sublandlord has received no notice of any claim by Landlord that Sublandlord is in default or breach of any of the provisions of the Prime Lease.

9. Sublandlord warrants that, subject to the terms and conditions of the Prime Lease, it has full right and authority to enter into the Sublease.

10. Sublandlord covenants and agrees that it will not cause or permit an “Event of Default” (as defined in the Prime Lease) to occur under the Prime Lease, unless the same is due solely to a breach or default under the Sublease by Subtenant. Sublandlord further agrees to promptly provide Subtenant with copies of any default notices received from Landlord.

11. Sublandlord agrees that it will not terminate the Prime Lease (except in the event of casualty or condemnation pursuant to an express right of termination provided with respect to such occurrences in the Prime Lease). Sublandlord further agrees that it will not modify the Prime Lease in any manner which would adversely affect Subtenant without first obtaining Subtenant’s written consent, which consent shall not be unreasonably withheld. If Subtenant fails to respond to a written request for its consent to a proposed modification to the Prime Lease within fifteen (15) days following its receipt thereof, Subtenant’s consent thereto shall be deemed given. Any modification to the Prime Lease with respect to which Subtenant’s consent is not given or deemed given, as between Sublandlord and Subtenant, shall be void and of no force or effect. Notwithstanding the foregoing, in no event shall the Prime Lease be modified so as to (i) change the size or location of the Premises, (ii) cause the term of the Prime Lease to terminate prior to February 28, 2007, (iii) result in a change in the permitted use of the Premises, or (iv) materially increase Subtenant’s monetary or indemnity obligations or liabilities under the Sublease. Whenever, pursuant to the Prime Lease, consent shall be required by or requested from Sublandlord, or an election made by Sublandlord, which consent or election would be likely to or does materially impair Subtenant’s rights hereunder, such consent shall not be granted nor election made by Sublandlord without first obtaining Subtenant’s written consent, which consent shall not be unreasonably withheld.

12. The Sublease shall not be effective unless, on or before January 21, 2002, Landlord executes and delivers a document, in form and substance reasonably acceptable to Subtenant, evidencing its consent to the Sublease. In the event that Landlord fails or refuses to execute and deliver such document on or before January 21, 2002, the Sublease shall be deemed null and void and neither party shall have any liabilities or obligations to the other under the terms of the Sublease or otherwise.

13. Subtenant shall have the right, for the entire Term of the Sublease and at no charge to Subtenant, to use the systems furniture (the “Furniture”) currently located in the Premises and more particularly described on Exhibit “A” attached hereto and made a part hereof. Upon the expiration or earlier termination of the Sublease, Subtenant will return the Furniture to Sublandlord in the conditions existing as of the date hereof, normal wear and tear excepted.

IN WITNESS WHEREOF, the parties hereto hereby execute this Rider as of the day and year first above written.

Exhibit A

TYSON’S CORNER OFFICE PHYSICAL INVENTORY

Exhibit A

TYSON’S CORNER OFFICE PHYSICAL INVENTORY

Exhibit A

TYSON’S CORNER OFFICE PHYSICAL INVENTORY

Exhibit A

TYSON’S CORNER OFFICE PHYSICAL INVENTORY