SOFTWARE MAINTENANCE, DATA SERVICES AND OPERATIONS

                             SERVICE LEVEL AGREEMENT



SOFTWARE MAINTENANCE, DATA SERVICES AND OPERATIONS SERVICE LEVEL AGREEMENT

("Agreement") entered into as of the 1st day of January, 2001, and amended on

May 15, 2002, by and between ITA Software, Inc. ("Licensor") and Orbitz, LLC

("Licensee").



1.   INTRODUCTION



This Software Maintenance, Data Services and Operations Service Level Agreement

covers standards for the provision of software maintenance, data management and

support, and operations by Licensor to Licensee, in connection with that certain

Software License Agreement dated as of July 1, 2000 between Licensee and

Licensor (the "License Agreement"). The License Agreement terminates on

September 30, 2004 (if not renewed) and this Agreement, and the pricing

contained herein, has been structured to run concurrently with the License

Agreement. Capitalized terms used but not defined herein will have the meaning

ascribed thereto in the License Agreement.



In accordance with the License Agreement, Licensor has granted to Licensee a

license to use the Licensed Software (as defined in the License Agreement) for

the purpose of enabling End Users (as defined in the License Agreement) to

obtain information and to make decisions about airline routes and schedules,

airfares and availability, as well as to search for low airfares, at Licensee's

World Wide Web site currently located at www.orbitz.com. Licensee will operate a

portion of the Licensed Software at its location in Chicago, Illinois (the

"Licensee Facility", which shall include any other location to which Licensee

may move its operations center in the future). To support Licensee, Licensor

will: (i) provide maintenance and support for the Licensed Software, pursuant to

Section 2 of this Agreement ("Maintenance Services"), (ii) provide data and data

support relating to the Licensed Software, pursuant to Section 3 of this

Agreement ("Data Services") and (iii) provide operations to effect the

Maintenance Services and the Data Services, pursuant to Section 4 of this

Agreement ("Operations Services").



2.   MAINTENANCE SERVICES



2.1      SCOPE OF SERVICES



(a) The following are the Maintenance Services that will be provided by Licensor

in connection with the Licensed Software:



Licensor shall:



         (i)    develop and provide corrections, changes, or workarounds

                ("Corrections") for any defects, errors, or malfunctions in the

                Licensed Software, including, but not limited to, any

                nonconformities with the Specifications (as defined below)



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                (collectively, "Defects"), discovered by Licensee or Licensor,

                on a timely basis, given the nature and scope of the Defect;



         (ii)   provide to Licensee all improvements, modifications and

                enhancements ("Improvements", which term will not include

                improvements, modifications or enhancements (i) which contain

                significant new or improved functionalities or (ii) which are

                developed by Licensor specifically for its other customers which

                are specific to the systems or software of such other customers

                and which Licensor does not have the right to license to its

                licensees) to the Licensed Software which Licensor shall make or

                acquire from time to time and which Licensor makes available to

                its licensees generally; and



         (iii)  provide Licensee any upgrade releases ("Upgrade Releases") to

                the Licensed Software and all new Versions and Releases of the

                Licensed Software, which Licensor makes available to its

                licensees generally; provided, however, that if any such Version

                or Release contains significant new or improved functionalities,

                Licensor shall have the right to make such Version or Release

                available to Licensee only upon the payment of additional

                license fees, or upon such other terms, as the Licensor requires

                of its licensees generally therefor. "Versions" shall be

                designated by a change in the digits to the left of the decimal

                point, and "Releases" shall be designated by a change in the

                digits to the right of the decimal point.



As used herein, "Specifications" means the functionality of the Licensed

Software described in Exhibit A to the License Agreement.



(b) Licensee shall implement all Corrections that do not materially alter or

diminish the functionality of the Licensed Software as described in the

applicable Documentation and Specifications. Licensee's failure to do so within

90 days after receipt of notice from Licensor regarding the availability of such

Corrections shall eliminate Licensor's obligation to provide Maintenance

Services until such Corrections are implemented. In addition, any modifications

to Licensor-provided configuration files or alteration from Licensor's

recommended use of configuration options shall eliminate Licensor's obligation

to provide Corrections or other Maintenance Services for that portion of the

software affected thereby, unless such modifications by Licensee were

occasioned, following consultation between Licensee and Licensor, by Licensor's

failure to modify or correct the Licensed Software as required hereunder or

under the License Agreement.



(c) In the event that changes in industry-standard practices and/or data formats

(such as ATPCO file formats, ATPCO processing, SSIM schedule formats and

government mandates regarding taxes and passenger facility charges (PFCs))

prevent the Licensed Software from functioning as specified in the License

Agreement or Specifications, the Licensor shall deliver updates to the Licensed

Software to permit operation of the Licensed Software in a manner equal to the

functionality described in the License Agreement and Specifications. Such

updates will be considered "Improvements" for the purposes of this Section 2,

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