EMPLOYMENT AGREEMENT

        This Employment Agreement is dated as of March 8, 2004 (the "Agreement"), and is between Worldspan, L.P., a limited partnership organized and existing under the laws of Delaware (the "Company"), Travel Transaction Processing Corporation, a corporation organized and existing under the laws of Delaware ("Holding"), and Jeffery C. Smith (the "Executive").

W I T N E S S E T H:

        WHEREAS, Holding, the Company and Executive desire for Executive to become a member of the management team of the Company, in each case, on the terms and conditions set forth herein;

        NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is hereby agreed by and between Holding, the Company and the Executive as follows:

        1.    Agreement to Employ; No Conflicts.    Upon the terms and subject to the conditions of this Agreement, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to be an employee of the Company, in each case, as of March 8, 2004 (the "Effective Date"). The Executive represents that (i) he is entering into this Agreement voluntarily and that his employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by him of any agreement to which he is a party or by which he may be bound, (ii) he has not violated, and in connection with his employment with the Company will not violate, any non-solicitation, non-competition or other similar covenant or agreement by which he is or may be bound and (iii) in connection with his employment with the Company he will not use any confidential or proprietary information he may have obtained in connection with employment with any prior employer.

        2.    Term; Positions and Responsibilities.    (a)    Term.    Unless the Executive's employment shall sooner terminate pursuant to Section 7, the Company shall employ the Executive hereunder for a term commencing on the Effective Date, and continuing until the second anniversary of the Effective Date. Thereafter, the term of employment under this Agreement will automatically renew for successive and consecutive one year periods following the end of its initial term and any extended term, unless the Company or the Executive gives the other party written notice at least 90 days prior to the date the term hereof would otherwise renew that it or he does not want the term to be so extended. The period during which the Executive is employed pursuant to this Agreement shall be referred to as the "Employment Period."

        (b)    Position and Responsibilities.    During the Employment Period, the Executive shall serve as the General Counsel and Senior Vice PresidentHuman Resources of the Company or in a comparably titled position. The Executive shall have such duties and responsibilities as are customarily assigned to individuals serving in such position, and such other duties consistent with the Executive's title and position as the Company specifies from time to time.

        (c)    Business Time.    During the Employment Period, the Executive agrees to devote his full attention during normal business hours to the business and affairs of the Company and to use his best efforts to perform faithfully and efficiently the responsibilities assigned to him hereunder, to the extent necessary to discharge such responsibilities, except for periods of vacation, sick leave and other time off to which he is entitled and other activities specifically approved by the Company.

        3.    Compensation.    (a)    Base Salary.    As compensation for the services to be performed by the Executive during the Employment Period, the Company shall pay the Executive a base salary at the annualized rate of $325,000, payable in installments on the Company's regular payroll dates (but no less frequently than monthly); provided, however, that such base salary shall be subject to decrease in accordance with broad-based employee salary reduction programs instituted by the Company from time to time. Holding's Board (the "Board") shall review the Executive's base salary annually during the

Employment Period and, in its sole discretion, may increase such base salary from time to time. The annual base salary payable to the Executive under this Section 3(a), as the same may be decreased or increased from time to time, shall hereinafter be referred to as the "Base Salary."

        (b)    Performance Bonus.    During the Employment Period, in addition to the Base Salary, the Executive shall be eligible to participate in performance bonus plans that the Company provides to other senior executives from time to time (the "Performance Bonus"), provided that the Performance Bonus for 2005 shall be no less than $50,000.

        (c)    Signing Bonus.    Upon execution of this Agreement by the Executive, the Company shall pay to Executive a signing bonus equal to $75,000.

        4.    Equity Arrangements.    On the Effective Date, the Executive is acquiring equity securities of Holding on the terms and conditions set forth in (i) the terms of the Holding stock incentive plan adopted on June 30, 2003 (as amended from time to time, the "Stock Incentive Plan") and a stock option agreement to be entered into by the Executive and Holding, (ii) a restricted stock subscription agreement to be entered into by the Executive and Holding, (iii) the stockholders' agreement (as amended from time to time, the "Stockholders Agreement") entered into on June 30, 2003 by Citigroup Venture Capital Equity Partners, L.P., a limited partnership organized under the laws of Delaware ("CVC"), Ontario Teachers' Pension Plan Board, a corporation without share capital organized under the laws of Ontario, Canada ("OTPP"), and certain other stockholders, and (iv) a registration rights agreement entered into on June 30, 2003 by Holding, CVC, OTPP, and certain stockholders of Holding, as it may be amended from time to time. Copies of such agreements have been provided to the Executive.

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