CONSULTING AGREEMENT

        THIS AGREEMENT, (the "Agreement") is made and entered into as of the 3rd day of December, 2003, by and between Worldspan, L.P., a Delaware limited partnership with its principal place of business at 300 Galleria Parkway, N.W., Atlanta, Georgia 30339 ("Worldspan") and Douglas L. Abramson, 518 St. Charles Avenue, N.E., Atlanta, Georgia 30308 ("Contractor").

W I T N E S S E T H:

        WHEREAS, Contractor provides consulting services relating to travel technology services, systems, and operations; and

        WHEREAS, Worldspan desires to use Contractor's consulting services on the terms and conditions specified herein; and

        WHEREAS, Contractor desires to perform the services in the capacity as an independent contractor as specified herein.

        NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and expressly subject to the contingency in Section 23, Worldspan and Contractor hereby agree as follows:

        1.    Engagement.    For the period beginning January 1, 2004 and ending April 30, 2004 ("Term"), Contractor will provide consulting and other services ("Services") as requested from time to time by Worldspan's Chairman, President and CEO ("CEO") or his designee. The scope of Contractor's work effort must be coordinated with the CEO or other personnel designated from time to time by the CEO.

        2.    Nature of Services to be Performed by Contractor.    Contractor acknowledges and agrees that Contractor: (i) is an independent contractor and not an employee of Worldspan; and (ii) will make all governmental filings required to provide the services contemplated herein.

        3.    Compensation.    

        (a)    Direct Compensation.    Worldspan will compensate Contractor in the amount of $92,308 for Services under this Agreement provided during the Term. Worldspan will pay such amount in arrears in four (4) equal monthly installments, each on the last day of the month beginning January 31, 2004. Notwithstanding the foregoing and except as otherwise set forth in Section 8, such monthly payment shall be prorated for any time during the month that Contractor was unable to perform the Services due to illness, injury or personal vacation.

        (b)    Out-of-Pocket Expenses.    Subject to Worldspan's prior written approval and guidelines, and except as provided in Section 3(c), Contractor shall be reimbursed for reasonable out-of-pocket expenses, including travel expenses, incurred in the performance of the Services.

        (c)    Air Travel.    Contractor shall be reimbursed for air travel expenses incurred in the performance of the Services. All travel by air shall be subject to Worldspan's rules and regulations and shall be: (i) in coach class for flights within North America and the Caribbean; and (ii) in business class for international flights not covered in Section 3(c)(i). Contractor shall use good faith efforts to book economical fares and shall adhere to the travel policies established for him from time to time by Worldspan.

        (d)    Tax Reporting.    Contractor shall be solely responsible for withholding, paying and reporting of any and all required federal, state, foreign, or local income, self-employment, sales, excise or other taxes and charges. Upon request, Contractor shall certify to Worldspan that he is in compliance with this subparagraph. Contractor understands and agrees that Worldspan will make no deduction from payments to Contractor for federal or state tax withholdings, social security,

unemployment, workers' compensation or disability insurance and Contractor will indemnify, defend, and hold harmless Worldspan, its officers, directors, employees and affiliates from and against any liability that any of them may incur by reason of Contractor's failure to properly and timely report all such payments and pay all taxes due with respect to such payments.

        (e)    Employee Benefits.    Contractor acknowledges and agrees that Contractor is not an employee of Worldspan and is not eligible for dental, medical, disability, hospitalization, life insurance, vacation, travel privileges, other employee welfare and benefit programs maintained by Worldspan, or any other programs available to Worldspan employees notwithstanding (i) any determination by any court or governmental agency that Contractor is, or should be considered an employee of Worldspan, or (ii) any provision of any such employee benefit plan. In addition, Contractor shall not be eligible to participate in or accrue benefits under the Worldspan Retirement Savings Plan, the Worldspan Employees' Pension Plan, the long-term and short-term portions of the 2003 or 2004 Executive Incentive Compensation Plan, the Worldspan Stock Option Plan or similar plans.

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