DEVELOPMENT, LICENSE AND HOSTING AGREEMENT



         THIS DEVELOPMENT, LICENSE AND HOSTING AGREEMENT (this "Agreement") is

made as of March, 8, 2002 (the "Effective Date"), by and between Northwest

Airlines, Inc., a Minnesota corporation with its principal offices in Eagan,

Minnesota ("Airline"), and Orbitz LLC, a Delaware limited liability company with

offices in Chicago, Illinois ("Orbitz").



1.       DEFINITIONS



         The terms defined in this Section or elsewhere in this Agreement may be

used in the singular or plural, as the context requires.



         1.1      "AFFILIATE" means, with respect to any entity, any other

entity directly or indirectly controlling or controlled by, or under common

control with, such entity. For purposes of this definition, "control" (including

the terms "controlled by" and "under common control with") means the power,

directly or indirectly, to direct or cause the direction of the management and

policies of such entity, whether through the ownership of voting securities, by

contract, or otherwise.



         1.2      "AFFILIATE AIRLINES" means air carriers or other business

entities with which Airline has a formal Code Sharing, marketing, or other

cooperative agreement, and specifically includes KLM Royal Dutch Airlines and

Continental Airlines. "Affiliate Airlines" also includes Airline's corporate

parent and any subsidiaries of Airline or its corporate parent, and specifically

includes any commuter airline partner of Airline that carries the "Airlink"

designation.



         1.3      "AIRLINE INFORMATION" means booking information and other

personally identifiable information supplied by Airline customers to Orbitz and

any other trade secret, proprietary or confidential information supplied by

Airline to Orbitz under this Agreement.



         1.4      "AIRLINE-SPECIFIC SOFTWARE" means the presentation and

business logic/application layer of the Orbitz Software and user databases, as

more fully defined in Exhibit A attached hereto, that will be made available to

Airline pursuant to the terms of this Agreement. The Airline-Specific Software

will not include any booking engine functionality.



         1.5      "CHANGE REQUEST" means the form set forth as Exhibit B that

will be used to request any modification of or addition to the Core Software,

the Airline-Specific Software, or the Services obligations.



         1.6      "CLAIM" means a third-party claim, demand, proceeding, suit or

action.



         1.7      "CODE SHARING" means the industry practice whereby the Airline

markets flights that are not operated by the Airline but which can be sold,

confirmed and ticketed under the Airline's code, which is processed in the same

way as a flight that is operated and marketed by the Airline.



         1.8      "COMPETITOR" means any passenger or cargo air transportation

carrier.



         1.9      "CONFIDENTIAL INFORMATION" has the meaning given to that term

in Exhibit G.



         1.10     "CORE SOFTWARE" means the booking engine component of the

Orbitz Software, as more fully defined in Exhibit A attached hereto, that will

be made available to Airline pursuant to the terms of this Agreement.





                       CONFIDENTIAL               Page 1

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