ASSIGNMENT AND ASSUMPTION AGREEMENT



          THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("ASSIGNMENT") is entered

into effective as of the 8th day of February, 2002, but and between Pegasus

Solutions, Inc., a Delaware corporation ("ASSIGNOR") and Hotel Distribution

System, LLC, a Delaware limited liability company ("ASSIGNEE").



          WHEREAS, Assignor and Orbitz, LLC, a Delware limited liability company

("ORBITZ"), have entered into that certain Agreement, dated as of January 7,

2002 (the "ORBITZ AGREEMENT"); and



          WHEREAS, Assignor has entered into Preferred Distribution Agreements,

each dated as of January 7, 2002, with each of Hilton Hotels Corporation, Hyatt

Corporation, Marriott International, Inc., Six Continents Hotels, Inc. Starwood

Hotels and Resorts Worldwide, Inc., and Utell International (each, a "PREFERRED

DISTRIBUTION AGREEMENTS"); and



          WHEREAS, subject to certain other conditions, including notice to

Orbitz, which notice was given to Orbitz by the Assignor on the date hereof,

Section 16.4(b) of the Orbitz Agreement permits the assignment of the Orbitz

Agreement from Assignor to any joint venture or similarly entity formed by at

least three (3) of the following: Hilton Hotels Corporation, Hyatt Corporation,

Marriott International, Inc., Six Continents Hotels, Inc. and Starwood Hotels

and Resorts Worldwide, Inc. (together, the "PARTICIPANTS"); and



          WHEREAS, subject to certain other conditions, Section 15.4(b) of each

Preferred Distribution Agreement requires the assignment of such Preferred

Distribution Agreement and the Orbitz Agreement from Assignor to any joint

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