EXHIBIT 10.24


           FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
           --------------------------------------------------------

     This  FIRST AMENDMENT  TO AMENDED  AND RESTATED  CREDIT AGREEMENT  (this
 "Amendment"), dated  as of  March 31,  2002, is  between PEGASUS  SOLUTIONS,
 INC., formerly  known  as  Pegasus Systems,  Inc.,  a  Delaware  corporation
 ("Borrower"), and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan
 Bank, successor by merger to Chase Bank of Texas, N.A.), a New York  banking
 corporation, as Administrative Agent ("Administrative Agent").

                                  RECITALS:

          A.   Borrower  and Administrative  Agent  have  entered  into  that
 certain Amended and Restated Credit Agreement  dated as of August 31,  2001,
 which amended and restated a Credit Agreement dated as of April 17, 2000 (as
 the same has been or may be amended, restated or modified from time to time,
 the ("Agreement").

          B.   Pursuant to  the  Agreement Pegasus  No.  1, LLC,  a  Delaware
 limited liability company; Pegasus No.2,  LLC, a Delaware limited  liability
 company; Pegasus  GP.  LLC, a  Delaware  limited liability  company  Pegasus
 Business intelligence  LP, a  Delaware  limited partnership,  (successor  by
 merger to Pegasus Commission Processing LP, a Delaware limited  partnership,
 and Pegasus Electronic Distribution LP, a Delaware limited partnership); and
 Pegasus Solutions Companies, a Delaware corporation (successor by merger  to
 Pegasus Solutions Acquisition Company [formerly known as REZ Inc.],  Anasazi
 Service Corporation, and Anasazi Travel Resources, Inc., and formerly  known
 as Rezoluitions, Inc.) executed that certain Guaranty Agreement dated as  of
 April 17,  2000 (the  "Guaranty"), which  guaranteed to  the  Administrative
 Agent and the  Lenders the payment  and performance of  the Obligations  (as
 defined in the Agreement).

          C.   Borrower Administrative Agent and Lenders now desire to  amend
 the Agreement to modify certain covenants,  to extend the maturity date  and
 as otherwise provided herein.

     NOW,  THEREFORE, in consideration of  the premises herein contained  and
 other good and valuable consideration, the receipt and sufficiency of  which
 are hereby acknowledged, the parties hereto agree as follows:

                                  ARTICLE I

                                 Definitions

     1.1 Definitions. Capitalized terms used in this Amendment to the  extent
 not otherwise  defined  herein, shall  have  the  same meanings  as  in  the
 Agreement, as amended hereby.

                                    ARTICLE II

                                  Amendments

     2.1  Amendments   to   Certain  Definitions.   (a)   The   table   below
 parenthetical (b) in the definition of  "Applicable Margin" in Section  1.01
 of the Agreement is hereby deleted in  its entirety and is replaced to  read
 as follows:


         Consolidated Leverage    Applicable    Applicable     Applicable
                 Ratio            Margin for    Margin for     Margin for
                                  Base Rate     Eurodollar     Commitment
                                  Borrowings    Borrowings         Fee
      ------------------------    ----------    ----------     ----------
      Greater than or equal to      1.25%         2.25%           0.50%
      1.50 to 1.00

      Less than 1.50 to 1.00,       1.00%         2.00%           0.375%
      but greater than or equal
      to 1.00 to 1.00

      Less than 1.00 to 1.00,       0.75%         1.75%           0.375%
      but greater than or equal
      to 0.50 to 1.00

      Less than 0.50 to 1.00        0.50%         1.50%           0.375%


     (b)  The definition  of "Deposit  Liabilities" in  Section 1.01  of  the
 Agreement is amended and restated in its entirety to read as follows:

          "Deposit  Liabilities"  means  (a)  any  and  all  obligations   of
          Borrower or  any Subsidiary with respect  to deposits received  for
          hotel reservations, (b) any and all deposits and prepaid fees  paid
          under agreements between  the Borrower or any Subsidiary and  their
          respective customers  and (c) any  other cash  restricted from  the
          Borrower's or any Subsidiary's general use by any agreement.

     (b)  The definition of "Maturity Date" in Section 1.01 of the  Agreement
 is amended and restated in its entirety to read as follows:

          "Maturity Date" means March 31, 2004.


     2.2  Addition of Certain Definitions. The following new definitions  are
 added to Section 1.01 in appropriate alphabetical sequence:

          "Consolidated  Asset Coverage  Ratio" means  the ratio  of (i)  (a)
     cash  plus  cash  equivalents  plus  short  term  investments,  each  as
     reflected on the Borrower's consolidated balance sheet, plus (b)  eighty
     percent  (80%)  of the  accounts  receivable  of the  Borrower  and  its
     Subsidiaries,  net of  any reserves  related thereto,  (c) less  Deposit
     Liabilities  and current and noncurrent  uncleared commission checks  as
     reflected  in  the  liability section  of  the  Borrower's  consolidated
     balance sheet to (ii) Consolidated Funded Debt

          "Consolidated Funded Debt"  means, at any particular time, the  sum
     of  the following, calculated on a  consolidated basis for the  Borrower
     and  the Subsidiaries in accordance  with GAAP, without duplication  (a)
     all obligations for borrowed money,  (b)  all Capital Lease Obligations,
     (c) all obligations for the  deferred  purchase price  of properly,  and
     (d) all Letters of Credit


     2.3  Deletion of  Certain Definitions. The  definition of  "Consolidated
 Liquidity" and all references thereto in the Agreement are hereby deleted in
 their entirety.

     2.4  Amendment  to  Section  9.03. Effective  as  of  the  date  hereof,
 Section9.03 of  the Agreement  is  hereby deleted  in  its entirety  and  is
 replaced to read as follows:

          Section  9.03.  Consolidated Asset  Coverage  Ratio.  The  Borrower
     will,  and will  cause its  Subsidiaries to,  at all  times maintain  a.
     Consolidated Asset Coverage Ratio of at least 1.25 to 1.00.

     2.5  Undated Schedules. Effective as of the date hereof, Schedules  1.01
 through 8.08 attached  to the Agreement  shall be updated  and replaced with
 Schedules 1.01 through 8.08 attached hereto.

     2.6  Compliance Certificate. The Compliance Certificate attached to  the
 Credit Agreement  as Exhibit  G  shall be  replaced  by Exhibit  G  attached
 hereto.

                                 ARTICLE Ill

          Ratifications. Covenants.. Representations and Warranties

     3.1  Ratifications.  The  terms   and  provisions  set  faith  in   this
 Amendment shall modify and supersede  all inconsistent terms and  provisions
 set forth in the Agreement and  except 83 expressly modified and  superseded
 by this Amendment, the  terms and provisions of  the Agreement are  ratified
 and confirmed  and  shall  continue  in  full  force  and  effect  Borrower,
 Administrative Agent and Lenders agree that the Agreement as amended  hereby
 shall continue to  be legal, valid,  binding and  enforceable in  accordance
 with its terms.

     3.2  Representations  and  Warranties. Borrower  hereby  represents  and
 warrants to  Administrative  Agent  and  Lenders  that  (i)  the  execution,
 delivery and  performance of  this  Amendment and  any  and all  other  Loan
 Documents  executed  and/or  delivered  in  connection  herewith  have  been
 authorized by all  requisite corporate action  on the part  of Borrower  and
 will not violate the articles of  incorporation or bylaws of Borrower,  (ii)
 the representations and  warranties contained  in the  Agreement as  amended
 hereby, and any other Loan Document  are true and correct  on and as of  the
 date hereof as though made on  and as of the  date hereof, (iii) no  Default
 has occurred and is continuing, and (iv) Borrower is in full compliance with
 all covenants and agreements contained in the Agreement as amended hereby.

     3.3  Amended and Restated  Security Agreement. The Borrower agrees  that
 it will, and will cause each Subsidiary to, execute an Amended and  Restated
 Security Agreement with  updated Schedules I  through 2 on  or before  April
 30,2002 in order to update such schedules and the names of each Subsidiary.

     3.4  Incumbency  Certificates. The  Borrower agrees  that it  will,  and
 will cause each  Subsidiary to, execute  a certificate of  incumbency an  or
 before April  30,  2002, which  certificate(s)  shall be  certified  by  the
 Secretary or an  Assistant Secretary of  the Borrower  and each  Subsidiary,
 certifying  the  names  of  the  officers  of  the  Borrower  or  applicable
 Subsidiary authorized to sign  the Loon Documents to  which the Borrower  or
 such Subsidiary is or is to be a party, together with specimen signatures of
 such  officers.   Resolutions  authorizing   this  Amendment   and   current
 organizational  documents  shall   be  attached  to   each  certificate   of
 incumbency.

     3.5  Governmental  Certificates.  The  Borrower  agrees  that  it   will
 provide, on  or  before April  30,  2002, certificates  of  the  appropriate
 government officials of the state of  organization of the Borrower and  each
 Subsidiary as to the  existence and good standing  of the Borrower and  each
 Subsidiary and certificates of the appropriate government officials of  each
 state where the nature  of the Borrowe9s and  each Subsidiaries business  in
 such state makes qualification to do business necessary and where failure to
 so qualify would have a material adverse effect, as to the qualification and
 good standing of the Borrower and each Subsidiary in such states.

     3.6 Schedules.  The Borrower agrees that it  will provide. on or  before
 April 30, 2002, updated Schedules 1.01 through 8.08 to the Agreement current
 as of the date of this Amendment.

                                  ARTICLE IV

                    Conditions Precedent to Effectiveness

     4.1 Conditions.  The effectiveness of this  Amendment is subject to  the
 full satisfaction of each of the following conditions precedent:

          (1)  Documents. Administrative  Agent shall  have received  nil  of
     the  followings in  form and  substance satisfactory  to  Administrative
     Agent:

               (a) Amendment  A  counterpart  of  this  Amendment  signed  on
          behalf  of each  party  or  written evidence  satisfactory  to  the
          Administrative Agent (which may include telecopy transmission of  a
          signed  signature page  of  this  Amendment) that  such  party  has
          signed a counterpart of this Amendment.

               (b) Stock Certificates. Original stock certificates and  blank
          stock transfer powers far Pegasus Solutions Companies.

               (c) Guaranty.  An  amended  and restated Guaranty executed  by
          each of the Guarantors.

               (d) Contribution  and  Indemnification Agreement.  An  amended
          and restated  Contribution and  Indemnification Agreement  executed
          by the Borrower and each of the Guarantors.

          (2)  No  Default.  No  Default  or  Event  of  Default  shall  have
     occurred and be  continuing, or would result from the execution of  this
     Amendment  the other Loan  Documents, or  the transactions  contemplated
     therein.

          (3)  No Material Adverse Effect.  No Material Adverse Effect  shall
     have  occurred since the  date of the  mast recent financial  statements
     delivered by the Borrower to the Lender or could reasonably be  expected
     to  occur, and no  material adverse change  shall have  occurred in  the
     business condition  (financial or otherwise), operations, prospects,  or
     properties of the Borrower or any Subsidiary.

          (4)  Representations and  Warranties.  All of  the  representations
     and warranties contained in Article V of the Agreement and in the  other
     Loan Documents  shall be true and correct on  and as of the date  hereof
     with  the  same  force  and  effect  as  if  such  representations   and
     warranties had been made on and as of the date hereof.

          (5)  Legal Matters.   The corporate capital,  legal, ownership  and
     management   structure  of  the  Borrower   and  such  Subsidiary,   all
     shareholder  agreements  and all  tax  assumptions and  aspects  of  the
     transactions contemplated by this Amendment, the Loan Documents and  all
     corporate  proceedings   taken  in  connection  with  the   transactions
     contemplated by this Amendment and all documents, instruments and  other
     legal matters incident thereto shall be satisfactory to the Lender.

                                  ARTICLE V

                             Consents and Waivers

     5.1  No Waiver.  Except as otherwise specifically  provided for in  tins
 Amendment nothing contained  herein shall be  construed as a  waiver by  the
 Administrative Agent of any covenant or provision of the Agreement the other
 Loan Documents,  this  Amendment or  of  any other  contract  or  instrument
 between the Borrower, Administrative Agent and the Lenders, and the  failure
 of the Administrative Agent or any Lender at any time or times hereafter  to
 require strict compliance by the Borrower of any provision thereof shall not
 waive, affect & diminish any right of the Administrative Agent or any Lender
 to thereafter demand strict  compliance therewith.  The Administrative Agent
 and each Lender hereby reserve all  rights granted under the Agreement,  the
 other Loan Documents, this  Amendment and any  other contract or  instrument
 between the Borrower, the Administrative Agent and the Lenders.

     5.2  Consent to  Prepayment of Subordinated  Note. The  Lenders and  the
 Agent hereby acknowledge  their consent  to the  prepayment in  full of  all
 outstanding principal,  accrued interest  and other  amounts due  under  the
 Subordinated Note  in full  satisfaction of  all of  Borrower's  obligations
 under the Subordinated Note, to the  extent such prepayment would  otherwise
 violate the  covenants set  forth in  Section 8.06  or Section  8.12 of  the
 Agreement, and hereby waive any Default existing under Section l10.01 of the
 Agreement due to such prepayment.

                                  ARTICLE VI

                                Miscellaneous

     6.1 Survival of Representations and Warranties. All representations  and
 warranties made in this Amendment or  any other Loan Document including  any
 Loan Document finished in connection with  this Amendment shall survive  the
 execution and delivery of this Amendment  and the other Loan Documents,  and
 no investigation by  Administrative Agent any  Lender or  any closing  shall
 affect the representations  and warranties  or the  right of  Administrative
 Agent or any Lender to rely upon them.

     6.2  Reference to  Agreement Each of the  Loan Documents. including  the
 Agreement and any and all other agreements, documents, or instruments now or
 hereafter executed and delivered pursuant to the terms hereof or pursuant to
 the terms of the Agreement as amended hereby, are hereby amended so that any
 reference in such Loan Documents to the Agreement shall mean a reference  to
 the Agreement as amended hereby.

      6.3 Expenses  of Administrative Agent.  As provided  in the  Agreement,
 Borrower agrees to pay on demand all reasonable costs and expenses  incurred
 by Administrative Agent in connection with the preparation, negotiation4 and
 execution of this Amendment and the  other Loan Documents executed  pursuant
 hereto and any and all  amendments, modifications, and supplements  thereto,
 including  without   limitation  the   reasonable  fees   and  expenses   of
 Administrative Agent's legal counsel.

      6.4 Severability. Any  provision of this Amendment  held by a court  of
 competent jurisdiction to be  invalid or unenforceable  shall not impair  or
 invalidate the remainder of this Amendment  and the effect thereof shall  be
 confined to the provision so held to be invalid or unenforceable.

      6.5 APPLICABLE  LAW.  THIS  AMENDMENT  AND  ALL  OTHER  LOAN  DOCUMENTS
 EXECUTED PURSUANT  HERETO  SHALL BE  DEEMED  TO HAVE  BEEN  MADE AND  TO  BE
 PERFORMABLE IN DALLAS,  DALLAS COUNTY, TEXAS  AND SHALL BE  GOVERNED BY  AND
 CONSTRUED N ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

      6.6 Successors and Assigns.   This Amendment is binding upon and  shall
 inure to the benefit of Administrative Agent Lenders and Borrower and  their
 respective successors  and  assigns,  except  Borrower  may  not  assign  or
 transfer any  of  its rights  or  obligations hereunder  without  the  prior
 written consent of Administrative Agent and Required Lenders.

      6.7 Counterparts.  This  Amendment  may be  executed  in  one  or  more
 counterparts, each  of which  when so  executed  shall be  deemed to  be  an
 original, but all of which when taken together shall constitute one and  the
 same instrument.

      6.8 Effect  of Waiver. No  consent or  waiver, express  or implied,  by
 Administrative Agent or any Lender to or for any breach of or deviation from
 any covenant, condition or duty by Borrower or Guarantor shall be deemed  a.
 consent or  waiver to  or of  any other  breach  of the  same or  any  other
 covenant condition or duty.

      6.9 Headings.  The headings, captions,  and arrangements  used in  this
 Amendment are for convenience only and  shall not affect the  interpretation
 of this Amendment.

      6.10 Non-Application  of  Chapter  346  of  Texas  Finance  Code.   The
 provisions of Chapter 346  of the Texas Finance  Code (Vernon's Texas  Civil
 Statutes) are specifically declared by the  parties not to be applicable  to
 this Amendment or any of the Loan Documents or the transactions contemplated
 hereby.

      6.11 ENTIRE  AGREEMENT.  THIS  AMENDMENT  AND  ALL  OTHER  INSTRUMENTS,
 DOCUMENTS AND  AGREEMENTS EXECUTED  AND DELIVERED  IN CONNECTION  WITH  THIS
 AMENDMENT EMBODY THE FINAL,  ENTIRE AGREEMENT AMONG  THE PARTIES HERETO  AND
 SUPERSEDE ANY  AND ALL  PRIOR COMMITMENTS,  AGREEMENTS, REPRESENTATIONS  AND
 UNDERSTANDINGS, WHETHER WRITTEN  OR. ORAL, RELATING  TO THIS AMENDMENT,  AND
 MAY NOT BE CONTRADICTED OR VARIED  BY EVIDENCE OF PRIOR, CONTEMPORANEOUS  OR
 SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF  THE PARTIES HERETO. THERE  ARE
 NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.

                 [Remainder of Page Intentionally Left Blank

<PAGE>


                 Executed as of the date first written above.

                             BORROWER:


                             PEGASUS SOLUTIONS, INC., formerly known as
                             PEGASUS SYSTEMS, INC.

                             By: /s/
                             Name:  Ric Floyd
                             Tite:  Executive Vice President


<PAGE>

                             ADMINISTRATIVE AGENT

                             JPMORGAN CHASE BANK (formerly known as The
                             Chase Manhattan Bank, successor by merger to
                             Chase Bank of Texas, National Association), a
                             New York banking corporation in its capacity
                             as Agent

                             By: /s/
                             Name:  Mae Reeves
                             Title: Vice President


                             LENDERS:

                             JPMORGAN CHASE BANK (formerly known as The
                             Chase Manhattan Bank; successor by merger to
                             Chase Bank of Texas, National Association), a
                             New York banking corporation, in its capacity
                             as Lender


                             By: /s/
                             Name:  Mae Reeves
                             Title: Vice President

<PAGE>

                            COMPASS BANK


                            By: /s/
                            Name:  R. Bruce Ere
                            Title: Vice President


<PAGE>

                            WELLS FARGO BANK TEXAS, NATIONAL
                            ASSOCIATION

                            By: /s/
                            Name:  David C. Oldani
                            Title: Vice President


<PAGE>

     Guarantors  hereby consent and  agree to this  Amendment and agree  that
 the Guaranty shall remain in full force and effect and shall continue to  be
 the legal,  valid  and  binding obligation  of  each  Guarantor  enforceable
 against each Guarantor in accordance with its terms.

                            PEGASUS NO. 1, LLC

                            By: /s/
                               William C. Hammett, Jr.
                               Manager


                            PEGASUS NO.2, LLC


                             By: /s/
                                William C. Hammett, Jr.
                                Manager

<PAGE>



                             PEGASUS GP, LLC

                             By: Pegasus Solutions, Inc., its Sole Member


                             By: /s/
                                 Ric L.Floyd
                                 Executive Vice President


                             PEGASUS BUSINESS INTELLIGENCE, LP,
                             (successor by merger to Pegasus Electronic
                             Distribution, LP and Pegasus Commission
                             Processing, LP)

                             By Pegasus GP. LLC, its General Partner

                                By: Pegasus Solutions, Inc., its Sole Member


                             By: /s/
                                 Ric L. Floyd
                                 Executive Vice President


                             PEGASUS SOLUTIONS COMPANIES, (successor by
                             merger to Pegasus Solutions Acquisition Company
                             [formerly known as REZ, Inc ], Anasazi Service
                             Corporation and Anasazi Travel Resources, Inc,
                             and formerly known as Rezolutions, Inc.)


                             By: /s/
                                 Ric L. Floyd
                                 Executive Vice President

<PAGE>

                                 EXHIBIT "G"
                                      TO
                    AMENDED AND RESTATED CREDIT AGREEMENT

                            Compliance Certificate




                [FORM OF COMPLIANCE CERTIFICATE APPEARS HERE]


 ****************************************************************************
<PAGE>


                        AMENDED AND RESTATED GUARANTY
                        -----------------------------

      THIS AMENDED AND RESTATED GUARANTY (this "Guaranty", dated as of  March
 31, 2002, is executed by the undersigned guarantors (each a "Guarantor" and,
 collectively, the "Guarantors"),  for the benefit  of each of  the banks  or
 lending institutions  (each, a  'Lender" and,  collectively, the  "Lenders")
 which is or may from time to time become a signatory to the Credit Agreement
 (hereinafter defined) or  any successor or  permitted assignee thereof,  and
 JPMorgan Chase Bank (formerly known as  The Chase Manhattan Bank,  successor
 by  merger  to  The  Chase  Bank   of  Texas,  National  Association)   (the
 "Administrative Agent"),  as  the  Administrative  Agent  under  the  Credit
 Agreement.

      WHEREAS, Pegasus Solutions,  Inc., formerly known  as Pegasus  Systems,
 Inc.,  a  Delaware  corporation  (the  "Borrower"),  the  Lenders,  and  the
 Administrative Agent are parties to that certain Amended and Restated Credit
 Agreement dated as of August  31, 2001, as amended  of even date hereof  (as
 the same may  be amended, supplemented  or modified from  time to time,  the
 "Credit Agreement", which  Credit Agreement  amended and  restated a  credit
 agreement dated as of April 17, 2000;

      WHEREAS, the  Guarantors  or  their predecessors  executed  a  Guaranty
 Agreement dated as of April 17, 2000 in connection with the credit agreement
 dated as of April 17, 2000, as amended and restated by the Credit Agreement;

      WHEREAS, certain of  the Guarantors have  been restructured since  such
 date; and

     WREREAS,  as a  condition to  the Credit  Agreement, each  Guarantor  is
 required to execute and deliver this Guaranty in order to accurately reflect
 the names and structure of the Guarantors.

     NOW,  THEREFORE,  for valuable consideration,  the receipt and  adequacy
 of  which  are  hereby  acknowledged,  the  Guarantors  hereby  jointly  and
 severally, irrevocably and unconditionally  guarantee to the  Administrative
 Agent and the  Lenders the full  and prompt payment  and performance of  the
 Guaranteed Indebtedness (hereinafter defined), this Guaranty being upon  the
 following terms:

      1. The term 'Guaranteed Indebtedness", as used herein, means all of the
 "Obligations", as  defined  in the  Credit  Agreement The  term  "Guaranteed
 Indebtedness" shall include any and all post-petition interest and  expenses
 (including reasonable  attorneys' fees)  whether or  not allowed  under  any
 bankruptcy, insolvency, or  other similar law.  All other capitalized  terms
 used and not otherwise defined herein  shall have their respective  meanings
 as set forth in the Credit Agreement.

     2.   This instrument shall be an absolute, continuing, irrevocable,  and
 unconditional guaranty of  payment and performance,  and not  a guaranty  of
 collection, and  each  Guarantor  shall remain  liable  on  its  obligations
 hereunder until  the  payment and  performance  in full  of  the  Guaranteed
 Indebtedness. No set-off, counterclaim, recoupment reduction, or  diminution
 of any obligation, or any defense of  any kind or nature which the  Borrower
 may have against the Administrative Agent any Lender or any other party,  or
 which any Guarantor may have against the Borrower, the Administrative Agent,
 any Lender or any other party, shall  be available to, or shall be  asserted
 by, any  Guarantor  against  to Administrative  Agent,  any  Lender  or  any
 subsequent holder  of the  Guaranteed Indebtedness  or any  part thereof  or
 against payment of the Guaranteed Indebtedness or any part thereof.

     3.   The obligations of each Guarantor hereunder shall be limited to  an
 aggregate amount  equal to  the largest  amount that  would not  render  its
 obligations hereunder subject to avoidance under  Section 548 of the  United
 States Bankruptcy Code or to being set aside, avoided, or annulled under any
 applicable  state  law  relating  to  fraudulent  transfers  or   fraudulent
 obligations.

     4.   If any Guarantor becomes  liable fir any indebtedness owing by  the
 Borrower to  the  Administrative  Agent or  any  Lender  by  endorsement  or
 otherwise, other than under  this Guaranty, such liability  shall not be  in
 any manner impaired or affected hereby, and the rights of the Administrative
 Agent and the Lenders  Thereunder shall be cumulative  of any and all  other
 rights that any of them may ever have against any Guarantor. The exercise by
 the Administrative Agent or any Lender  of any right or remedy hereunder  or
 under any other instrument, or at law  or in equity, shall not preclude  the
 concurrent or subsequent exercise of any other right or remedy.

     5.   In the event of default  by the Borrower in payment or  performance
 of the Guaranteed Indebtedness,  or any part  thereof, when such  Guaranteed
 Indebtedness  becomes  due,  whether  by  its  terms,  by  acceleration,  or
 otherwise, Guarantors jointly and severally agree to promptly pay the amount
 due thereon to  the Administrative Agent,  for the pro  rata benefit of  the
 Administrative Agent and  the Lenders, without  notice or  demand in  lawful
 currency of the United States of America  and it shall not be necessary  for
 the Administrative Agent or any Lender, in order to enforce such payment  by
 any Guarantor, first to institute suit  or exhaust its remedies against  the
 Borrower, any Guarantor or others liable on such Guaranteed Indebtedness, or
 to enforce any  rights against  any collateral  which shall  ever have  been
 given to secure  such Guaranteed Indebtedness.  Notwithstanding anything  to
 the contrary contained in this  Guaranty, each Guarantor hereby  irrevocably
 subordinates to the  prior indefeasible payment  in Bill  of the  Guaranteed
 indebtedness, any and all  rights such Guarantor may  now or hereafter  have
 under any agreement or at law  or in equity (including, without  limitation,
 any law abrogating such Guarantor to the rights of the Administrative  Agent
 and  the  Lenders)  to  assert  any  claim  against  or  seek  contribution,
 indemnification or any other form of reimbursement from the Borrower or  any
 other party liable for payment of any or all of the Guaranteed  Indebtedness
 for any payment  made by  such Guarantor under  or in  connection with  this
 Guaranty or otherwise.

     6.   If acceleration of  the time for payment  of any amount payable  by
 the  Borrower  under  the  Guaranteed   Indebtedness  is  stayed  upon   the
 insolvency, bankruptcy, or reorganization of the Borrower, all such  amounts
 otherwise  subject  to  acceleration  under  the  terms  of  the  Guaranteed
 Indebtedness shall  nonetheless  be jointly  and  severally payable  by  the
 (Guarantors hereunder forthwith on demand by the Administrative Agent.

     7.   Each  Guarantor  hereby agrees  that  its  obligations  under  this
 Guaranty shall not be  released, discharged, diminished, impaired,  reduced,
 or affected for  any reason or  by the occurrence  of any event,  including,
 without limitation, one or more of the following events, whether or not with
 notice to or the consent  of any Guarantor: (a)  the taking or accepting  of
 collateral as security for any or all of the Guaranteed Indebtedness or  the
 release, surrender,  exchange, or  subordination of  any collateral  now  or
 hereafter securing  any  or all  of  the Guaranteed  Indebtedness;  (b)  any
 partial release of the liability of any Guarantor hereunder, or the full  or
 partial release of any other guarantor from liability for any or all of  the
 Guaranteed Indebtedness; (c) the  dissolution, insolvency, or bankruptcy  of
 the Borrower, any Guarantor, or any other  party at any time liable for  the
 payment of  any or  all  of the  Guaranteed  indebtedness (d)  any  renewal,
 extension, modification, waiver, amendment, or  rearrangement of any or  all
 of the  Guaranteed Indebtedness  or any  instrument, document  or  agreement
 evidencing, securing, or otherwise relating to any or all of the  Guaranteed
 Indebtedness;  (e)  any  adjustment,  indulgence,  forbearance,  waiver,  or
 compromise that may be granted or  given by the Administrative Agent or  any
 Lender to the Borrower,  any Guarantor, or any  other party ever liable  for
 any or all of the Guaranteed Indebtedness; (f) any neglect, delay, omission,
 failure, or refusal  of the Administrative  Agent or any  Lender to take  or
 prosecute  any  action  for  the  collection   of  any  of  the   Guaranteed
 Indebtedness or to foreclose or take  or prosecute any action in  connection
 with  any  instrument,  document,  or  agreement  evidencing,  securing,  or
 otherwise relating to  any or all  of the Guaranteed  Indebtedness; (g)  the
 unenforceability or invalidity of any or all of the Guaranteed  Indebtedness
 or of  any  instrument,  document, or  agreement  evidencing,  securing,  or
 otherwise relating to  any or all  of the Guaranteed  Indebtedness; (h)  any
 payment by the Borrower  or any other party  to the Administrative Agent  or
 any Lender is held to constitute a preference under applicable bankruptcy or
 insolvency law or if  for any other reason  the Administrative Agent or  any
 Lender is  required to  refund any  payment  or pay  the amount  thereof  to
 someone else; (i)  the settlement  or compromise  of any  of the  Guaranteed
 Indebtedness; (j)  the  non-perfection  of any  security  interest  or  lien
 securing any or all  of the Guaranteed Indebtedness;  (k) any impairment  of
 any collateral securing any or all  of the Guaranteed Indebtedness; (l)  the
 failure of the  Administrative Agent or  any Lender to  sell any  collateral
 securing any  or  all  of the  Guaranteed  Indebtedness  in  a  commercially
 reasonable manner or  as otherwise required  by law; (m)  any change in  the
 corporate existence, structure,  or ownership of  the Borrower;  or (n)  any
 other circumstance which might otherwise constitute a defense available  to,
 or discharge at the Borrower or any Guarantor.

     8.   Each Guarantor represents and warrants to the Administrative  Agent
 and the Lenders that:

          (a)  Bach and every  representation and warranty  contained in  the
     Credit Agreement is true and correct in all respects.

          (b)  The value of the consideration received and to be received  by
     such  Guarantor  as  a  result of  the  Borrower,  the  London  and  the
     Administrative Agent entering into the Credit Agreement, the  extensions
     of  credit thereunder and such  Guarantor executing and delivering  this
     Guaranty is reasonably  equivalent to or greater than the liability  and
     obligation  of   such  Guarantor  hereunder,  and  such  liability   and
     obligation,  the Borrower's entering into  the Credit Agreement and  the
     extensions  of credit thereunder  have benefited and  may reasonably  be
     expected to benefit such Guarantor directly or indirectly.

          (c)  Such Guarantor has,  independently and  without reliance  upon
     the  Administrative Agent or  any Lender and  based upon such  documents
     and information as  such Guarantor has deemed appropriate, made its  own
     analysis and decision to enter into this Guaranty.

          (d)  The ability of the Borrower to borrow from time to time  under
     the Credit Agreement  will enable such Guarantor to obtain credit,  will
     benefit  such Guarantor and  the consolidated corporate  group of  which
     such  Guarantor  is a  part  and are  necessary  and convenient  to  the
     conduct, promotion and attainment of the business of such Guarantor.

          (e)  As additional consideration for  entering into this  Guaranty,
     such   Guarantor  has  obtained  certain   rights  under  that   certain
     Contribution end Indemnification Agreement of even date herewith,  among
     the Borrower and the Guarantors.

          (f)  Such Guarantor has  adequate capital to  conduct its  business
     as  a  going concern,  as  presently conducted  and  as proposed  to  be
     conducted;  such  Guarantor  will  be  able  to  meet  its   obligations
     hereunder and in  respect of its other existing and future  indebtedness
     and  liabilities as and  when the same  shall be due  and payable;  such
     Guarantor is not  insolvent (as that term is defined in ii U.S.C. S  101
     or  applicable  law)   and  will  not  be  rendered  insolvent  by   its
     obligations  hereunder, and the  forgoing representations are  supported
     by such Guarantor's internal projections and forecasts.

          (g)  Such Guarantor has determined that the execution and  delivery
     of this  Guaranty is to its advantage  and benefit, taking into  account
     all relevant facts and circumstances.

     9.   If an Event of Default  shall have occurred and be continuing,  the
 Administrative Agent and  each Lender shall  have the right  to set off  and
 apply against this Guaranty or the  Guaranteed Indebtedness or both, at  any
 dine and without notice to any  Guarantor, any and all deposits (general  or
 special, time or  demand, provisional or  final) or other  sums at any  time
 credited by or  owing from  the Administrative Agent  or any  Lender to  any
 Guarantor whether  or  not  the Guaranteed  Indebtedness  is  then  due  and
 irrespective of whether or not the Administrative Agent or any Lender  shall
 have made any demand under this Guaranty. As security for this Guaranty  and
 the Guaranteed Indebtedness, each Guarantor hereby grants the Administrative
 Agent and  each  Lender  a security  interest  in  all  money,  instruments,
 certificates of  deposit  and  other  property  of  such  Guarantor  now  or
 hereafter held  by  the  Administrative Agent  and  each  Lender,  including
 without  limitation,  property  held  in  safekeeping  In  addition  to  the
 Administrative Agents  and each  Lender's right  of  setoff and  as  further
 security far this Guaranty and  the Guaranteed Indebtedness, each  Guarantor
 hereby grants the Administrative Agent and  each Lender a security  interest
 in all deposits (genera! or special,  time or demand, provisional or  final)
 and all other accounts of such Guarantor now or hereafter on deposit with or
 held by the Administrative  Agent or any  Lender and all  other sums at  any
 time credited by  or owing from  the Administrative Agent  or any Lender  to
 such Guarantor. The rights and remedies of the Administrative Agent and each
 Lender hereunder arc  in addition to  other rights  and remedies  (including
 without limitation, other rights of  setoff) which the Administrative  Agent
 and each Lender may have.

    10.  (a)   Each   Guarantor   hereby   agrees   that   the   Subordinated
 Indebtedness (hereinafter defined) shall be subordinate and junior in  right
 of payment to the prior payment in full of all Guaranteed Indebtedness,  and
 each  Guarantor  hereby  assigns   the  Subordinated  Indebtedness  to   the
 Administrative Agent, for the pro rata  benefit of the Administrative  Agent
 and the Lenders, as  security for the Guaranteed  Indebtedness, If any  sums
 shall be  paid to  any Guarantor  by the  Borrower or  any other  Person  on
 account of the Subordinated Indebtedness, such  sums shall be held in  trust
 by such Guarantor  for the  benefit of  the Administrative  Agent and  shall
 forthwith be paid to the Administrative  Agent, for the pro rata benefit  of
 the Administrative Agent and the Lenders, without affecting the liability of
 any Guarantor under this Guaranty and  may be applied by the  Administrative
 Agent and the Lenders against the Guaranteed Indebtedness in such order  and
 manner as they may determine in their absolute discretion; provided  however
 that so long as no  Event of Default shall  have occurred, the Borrower  and
 the Subsidiaries  shall be  permitted  to pay  to  any Guarantor,  and  each
 Guarantor shall  be permitted  to receive  and retain,  regularly  scheduled
 payments on account of  Subordinated Indebtedness. Upon  the request of  the
 Administrative Agent, each Guarantor shall execute, deliver, and endorse  to
 the Administrative Agent,  for the pro  rata benefit  of the  Administrative
 Agent and the Lenders, such documents and instruments as the  Administrative
 Agent may  request to  perfect,  preserve, and  enforce  the tights  of  the
 Administrative Agent  and  the  Lenders  hereunder.  For  purposes  of  this
 Guaranty, the  term  "Subordinated  Indebtedness"  means  all  indebtedness,
 liabilities, and obligations of the Borrower and the Subsidiaries, or any of
 them,  to  any  Guarantor,  whether  such  indebtedness,  liabilities,   and
 obligations now exist  or are hereafter  incurred or arise,  or whether  the
 obligations of the Borrower or such Subsidiary thereon are direct, indirect,
 contingent, primary,  secondary,  several,  joint,  joint  and  several,  or
 otherwise, and irrespective  of whether such  indebtedness, liabilities,  or
 obligations are evidenced by a note,  contract, open account, or  otherwise,
 and irrespective of the Person or Persons in whose favor such  indebtedness,
 obligations, or  liabilities may,  at their  inception,  have been,  or  may
 hereafter be created, or the manner in which they have been or may hereafter
 be acquired by any Guarantor.

          (b)  Each  Guarantor  agrees  that   any  and  an  hens,   security
 interests, judgment liens, charges, or other encumbrances upon the assets of
 the Borrower and the Subsidiaries, or  any of them, securing payment of  any
 Subordinated Indebtedness shall  be and remain  inferior and subordinate  to
 any and all  liens, security interests,  judgment liens,  charges, or  other
 encumbrances  upon   such  assets   securing  payment   of  the   Guaranteed
 Indebtedness or any  part thereat  regardless of  whether such  encumbrances
 securing  the  Subordinated  Indebtedness  or  the  Guaranteed  Indebtedness
 presently exist or are hereafter created or attached. No Guarantor shall (i)
 file suit against the Borrower or any Subsidiary or exercise or enforce  any
 other creditors right it may have against the Borrower or any Subsidiary; or
 (ii) foreclose, repossess, sequester, or  otherwise take steps or  institute
 any  action  or  proceedings  (judicial  or  otherwise,  including   without
 limitation the commencement of, or joinder in, any liquidation,  bankruptcy,
 rearrangement, debtors  relief  or  insolvency proceeding)  to  enforce  any
 liens,  security   interests,   collateral  rights,   judgments   or   other
 encumbrances held  by  any  Guarantor  on assets  of  the  Borrower  or  any
 Subsidiary unless and until the Guaranteed Indebtedness shall have been paid
 in full, no  Letters of  Credit are  outstanding, and  the Commitments  have
 expired or terminated.

          (c)  In the event of any receivership, bankruptcy,  reorganization,
 rearrangement, debtor's relief, or other insolvency proceeding involving the
 Borrower or any Subsidiary  as debtor, the  Administrative Agent shall  have
 the right to prove  and vote any claim  under the Subordinated  Indebtedness
 and to receive, for the benefit of the Administrative Agent and the Lenders,
 directly from the receiver, trustee or other court custodian all  dividends,
 distributions,  and   payments  made   in   respect  of   the   Subordinated
 Indebtedness. The Administrative Agent  and the Lenders  may apply any  such
 dividends, distributions, and payments  against the Guaranteed  Indebtedness
 in such order and manner as they may determine in their absolute discretion.

          (d)  Each Guarantor  agrees  that all  promissory  notes,  accounts
 receivable,  ledgers,  records,  or  any  other  evidence  of   Subordinated
 Indebtedness shall  contain  a  specific written  notice  thereon  that  the
 indebtedness evidenced  thereby  is subordinated  under  the terms  of  this
 Guaranty.

     11.  No Guarantor shall prepay  any Indebtedness, except the  Guaranteed
 Indebtedness.

     12.  No  amendment or  waiver  of  any provision  of  this  Guaranty  or
 consent to any departure  by any Guarantor therefrom  shall in any event  be
 effective  unless  the  same  shall  be   in  writing  and  signed  by   the
 Administrative Agent and the Required Lenders. No failure on the part of the
 Administrative Agent or any Lender to exercise, and no delay in  exercising,
 any right, power, or privilege hereunder  shall operate as a waiver  thereat
 nor shall any single or partial  exercise of any right, power, or  privilege
 hereunder preclude any other or further exercise thereof or the exercise  of
 any other  right, power,  or privilege.  The  remedies heroin  provided  are
 cumulative and not exclusive of any remedies provided by law.

     13.  Any acknowledgment or new promise, whether by payment of  principal
 or interest or otherwise  and whether by the  Borrower or others  (including
 any Guarantor), with respect to any of the Guaranteed Indebtedness shall, if
 the  statute  of  limitations  in  favor   of  any  Guarantor  against   the
 Administrative Agent or  any Lender shall  have commenced to  run, toll  the
 running of such statute of limitations and, if the period of such statute of
 limitations shall have  expired, prevent the  operation of  such statute  of
 limitations.

     14.  This Guaranty is  for the benefit of  the Administrative Agent  and
 the Lenders and their respective successors and assigns, and in the event of
 an assignment of the Guaranteed Indebtedness, or any part thereof the rights
 and benefits  hereunder, to  the extent  applicable to  the indebtedness  so
 assigned, may  be  transferred  with such  indebtedness.  This  Guaranty  is
 binding not only on each Guarantor,  but on each Guarantor's successors  and
 assigns. The Guarantors' obligations and agreements hereunder are joint  and
 several. The  provisions of  this Guaranty  shall  apply to  each  Guarantor
 individually and collectively.

     15.  Each Guarantor  recognizes that  the Administrative  Agent and  the
 Lenders are  relying  upon  this  Guaranty  and  the  undertakings  of  each
 Guarantor hereunder in making extensions of credit to the Borrower under the
 Credit Agreement and further recognizes that  the execution and delivery  of
 this Guaranty is a material inducement  to the Administrative Agent and  the
 Lenders in  entering  into  the  Credit  Agreement.  Each  Guarantor  hereby
 acknowledges that there are no conditions to the full effectiveness of  this
 Guaranty.

     16.  THIS  GUARANTY IS  EXECUTED  AND  DELIVERED AS  AN  INCIDENT  TO  A
 LENDING TRANSACTION  NEGOTIATED,  CONSUMMATED,  AND  PERFORMABLE  IN  DALLAS
 COUNTY, TEXAS, AND  SHALL BE  GOVERNED BY ACCORDANCE  WITH THE  LAWS OF  THE
 STATE OF TEXAS.

     17.  The Guarantors  jointly and severally  agree to pay  on demand  all
 attorneys'  fees  and  all  other  costs   and  expenses  incurred  by   the
 Administrative Agent and  each Lender  in connection  with the  preparation,
 administration, enforcement or collection of this Guaranty.

     18.  Each Guarantor hereby waives  promptness, diligence, notice of  any
 default under  the Guaranteed  Indebtedness, demand  of payment,  notice  of
 acceptance of  this  Guaranty,  presentment notice  of  protest,  notice  of
 dishonor, notice of intent to accelerate, notice of acceleration, notice  of
 the incurring  by the  Borrower of  additional indebtedness,  and all  other
 notices and  demands  wit  respect tote  Guaranteed  Indebtedness  and  this
 Guaranty.

     19.  Each  Guarantor  agrees that  the  Administrative  Agent  and  each
 Lender may exercise  any and  all rights granted  to them  under the  Credit
 Agreement and the  other Loan Documents  without affecting  the validity  or
 enforceability of this Guaranty.

     20.  Each   Guarantor   hereby   represents   and   warrants   to    the
 Administrative Agent and the Lenders that such Guarantor has adequate  means
 to obtain  from the  Borrower and  the Subsidiaries  on a  continuing  basis
 information concerning the  financial condition and  assets of the  Borrower
 and the  Subsidiaries  and that  such  Guarantor  is not  relying  upon  the
 Administrative  Agent   or  any   Lender  to   provide  (and   neither   the
 Administrative Agent nor any Lender shall have any duty to provide) any such
 information to such Guarantor either now or in the future.

     21.  THIS GUARANTY REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIBS  AND
 MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS. OR SUBSEQUENT
 ORAL AGREEMENTS  OF THE  PARTIES. THERE  ARE NO  ORAL AGREEMENTS  AMONG  THE
 PARTIES.

     22.  Each Guarantor acknowledges  that it has had  the benefit of  legal
 counsel of its  own choice and  has been afforded  an opportunity to  review
 this Guaranty  with  its legal  counsel  and  that this  Guaranty  shall  be
 construed as if jointly drafted by the Guarantors, the Administrative  Agent
 and the Lenders.

     23.  TO THE FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, EACH  GUARANTOR
 HEREBY IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN  ANY
 ACTION, PROCEEDING, OR  COUNTERCLAIM (WHETHER BASED  UPON CONTRACT, TORT  OR
 OTHERWISE)  ARISING  OUT  OF  OR  RELATING  TO  THIS  GUARANTY,  THE  CREDIT
 AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS  CONTEMPLATED
 HEREBY OR THEREBY OR THE ACTIONS  OF THE ADMINISTRATIVE AGENT OR ANY  LENDER
 IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT THEREOF.

                   [REMAINDER OF PAGE INTENTIONALLY BLANK]

<PAGE>


 EXECUTED as of the day midyear first written above.


                            GUARANTORS:

                            PEGASUS NO. 1, LLC

                            By: /s/
                               William C. Hammett, Jr.
                               Manager


                            PEGASUS NO.2, LLC


                            By: /s/
                               William C. Hammett, Jr.
                               Manager


                            PEGASUS GP, LLC

                            By: Pegasus Solutions, Inc., its Sole Member


                            By: /s/
                                Ric L.Floyd
                                Executive Vice President


                             PEGASUS BUSINESS INTELLIGENCE, LP,
                             (successor by merger to Pegasus Electronic
                             Distribution, LP and Pegasus Commission
                             Processing, LP)

                             By Pegasus GP. LLC, its General Partner

                                By: Pegasus Solutions, Inc., its Sole Member


                             By: /s/
                                 Ric L. Floyd
                                 Executive Vice President



                             PEGASUS SOLUTIONS COMPANIES, (successor by
                             merger to Pegasus Solutions Acquisition Company
                             [formerly known as REZ, Inc ], Anasazi Service
                             Corporation and Anasazi Travel Resources, Inc,
                             and formerly known as Rezolutions, Inc.)


                             By: /s/
                                 Ric L. Floyd
                                 Executive Vice President


 ****************************************************************************
<PAGE>

                      AMENDED AND RESTATED CONTRIBUTION
                        AND INDEMNIFICATION AGREEMENT

     AMENDED   AND  RESTATED  CONTRIBUTION   AND  INDEMNIFICATION   AGREEMENT
 ("Agreement") dated us  of March 31,  2002, among  Pegasus Solutions,  Inc.,
 formerly known  as  Pegasus  Systems,  Inc.,  a  Delaware  corporation  (the
 "Borrower"),  and  the  undersigned  guarantors  (each  a  "Guarantor   and,
 collectively, the  "Guarantors,"  and together  with  the Borrower,  each  a
 "Company" and, collectively, the "Companies").


                                  RECITALS:
                                  ---------

     A.   Borrower, certain lenders and  JPMorgan Chase Bank (formerly  known
 as The Chase  Manhattan Bank, successor  by merger to  Chase Bank of  Texas,
 National Association), as  administrative agent  for such  lenders (in  such
 capacity, together with its successor in such capacity, the  "Administrative
 Agent"), have entered into a Credit Agreement dated as of April 17, 2000, as
 amended and restated on August31, 2001, and as further amended, of even date
 herewith (such Credit Agreement, as the same may be amended, supplemented or
 modified from time to time, the "Credit Agreement"), providing for loans and
 extensions of credit to the Borrower;

     B.   Concurrently herewith, the Guarantors are executing and  delivering
 an Amended and  Restated Guaranty (the  "Guaranty"), pursuant  to which  the
 Guarantors jointly and severally guarantee the  full and prompt payment  and
 performance of the Guaranteed Indebtedness (as defined in the Guaranty);

     C.   The Guarantors and the Borrower previously executed a  Contribution
 and Indemnification Agreement dated as of  April 17, 2000; however,  certain
 of the Companies have been restructured since such date; and

     D.   The  Companies wish  to  enter into  this  Agreement to  effect  an
 equitable sharing of their  risk in respect  of the Guaranteed  Indebtedness
 and to accurately reflect the names and structure of the Companies.

     NOW,  THEREFORE, in  consideration of the  premises and  other good  and
 valuable consideration,  the receipt  and sufficiency  of which  are  hereby
 acknowledged, the Companies agree as follows:

     1.   If any  Guarantor makes  a  payment in  respect of  the  Guaranteed
 Indebtedness, it shall have the rights of contribution and reimbursement set
 forth below against  the other  Companies and  shall be  indemnified as  set
 forth below; provided  that no  Guarantor shall  enforce its  rights to  any
 payment  by  exercising  its   rights  of  contribution,  reimbursement   or
 indemnification until all the Guaranteed Indebtedness shall have been.  paid
 in full.

     2.   If any  Guarantor makes  a  payment in  respect of  the  Guaranteed
 Indebtedness that  is  greater than  its  Pro Rata  Percentage  (hereinafter
 defined) of such  Guaranteed Indebtedness, calculated  as of  the date  such
 payment is made, the Guarantor making  such payment shall have the right  to
 receive firm each of the other Guarantors, and the other Guarantors  jointly
 and severally agree to pay to such Guarantor, when permitted by paragraph  I
 hereof, an  amount such  that the  net payments  made by  the Guarantors  in
 respect of such Guaranteed Indebtedness shall be shared among the Guarantors
 pro rata  in proportion  to their  respective Pro  Rata Percentage  of  such
 Guaranteed  Indebtedness.  The  Guarantors  hereby  jointly  and   severally
 indemnify each of the  other Guarantors and jointly  and severally agree  to
 hold each of them harmless  from and against any  and all amounts which  any
 such Guarantor shall ever be required  to pay in respect of such  Guaranteed
 Indebtedness in excess of such Guarantor's respective Pro Rata Percentage of
 such Guaranteed Indebtedness.

     (a)  Notwithstanding  anything  to   the  contrary  contained  in   this
 paragraph or in this Agreement, no liability or obligation of any  Guarantor
 that shall accrue pursuant to this Agreement  shall be paid nor shall it  be
 deemed owed pursuant to  this Agreement or any  Loon Documents until all  of
 the Guaranteed Indebtedness shall be paid in full.

     (b)  As  used herein, the  term "Pro  Rata Percentage"  shall mean,  for
 each Guarantor, the percentage derived by  dividing (1) the amount by  which
 the present  fair saleable  value of  such  Guarantor's assets  on  December
 31,1999 exceeds  its liabilities  (without giving  effect to  the  Guaranty)
 (such excess for each Guarantor,  its "Net Worth") by  (2) the Net Worth  of
 all of the Guarantors, provided that upon the release of any Guarantor,  the
 pro rata percentage of each remaining Guarantor shall be equitably  adjusted
 to give effect to such release.

     3.   If any  Guarantor makes any  payment in respect  of the  Guaranteed
 Indebtedness, the  Guarantor making  such payment  shall have  the right  to
 receive from the Borrower, and the Borrower agrees to pay to such Guarantor,
 when permitted by paragraph 1 hereof,  an amount equal to such payment.  The
 Borrower hereby indemnifies each of the  Guarantors and agrees to hold  each
 of them  harmless  from and  against  any and  all  amounts which  any  such
 Guarantor shall  ever be  required  to pay  in  respect of  such  Guaranteed
 Indebtedness. Notwithstanding  anything to  the contrary  contained in  this
 paragraph or in this  Agreement no liability or  obligation of the  Borrower
 that shall accrue pursuant to this  Agreement or any Loan Document shall  be
 paid or shall be  deemed owed pursuant  to this Agreement  until all of  the
 Guaranteed Indebtedness shall be paid in full.

      4.  Each Company represents and  warrants to each other Company and  to
 their respective successors and assigns that:

      (a) the  execution, delivery and  performance by each  Company of  this
 Agreement are within  such Company's organizational  powers, have been  duly
 authorized by all necessary action, require  no action by or in respect  of,
 or filing  with,  any governmental  body,  agency  or official  and  do  not
 contravene, or constitute a default under,  any provision of applicable  law
 or regulation  or  of the  articles  of incorporation,  bylaws,  partnership
 agreement or other organizing document of such Company or of any  agreement,
 judgment injunction, order,  decree or  other instrument  binding upon  such
 party or result in the creation or imposition of any lien, security interest
 or other charge or encumbrance on any asset of such Company,

      (b) this Agreement constitutes a legal, valid and binding agreement  of
 each Company hereto, enforceable against such Company in accordance with its
 terms;

      (c) each Company is not  insolvent (as that term is defined in 11  USC.
 S 101  or  applicable  law)  and  will not  be  rendered  insolvent  by  its
 obligations hereunder, and the foregoing representation is supported by such
 Company's internal projections and forecasts; and

      (d) The  obligations of  the Companies  under  this Agreement  are  not
 voidable obligations under 11 U.S.C. S548  or under any state law  regarding
 fraudulent transfers,  fraudulent conveyances  or fraudulent  incurrence  of
 obligations.

     5.   No  failure or  delay by  any Guarantor  in exercising  any  right,
 power or privilege hereunder shall operate as a waiver thereof nor shall any
 single or partial exercise  thereof preclude any  other or further  exercise
 thereof or the exercise of any  other right, power or privilege. The  rights
 and remedies herein provided  shall be cumulative  and non-exclusive of  any
 rights or remedies provided by law.

     6.   Any provision of  this Agreement may be  amended or waived if,  but
 only if, such amendment or waiver is in writing and is signed by the parties
 hereto and consented to by the Administrative Agent.

     7.   The provisions  of this Agreement shall  be binding upon and  inure
 to the benefit  of the parties  hereto and their  respective successors  and
 assigns.

     8.   THIS AGREEMENT  SHALL BE GOVERNED  BY, AND  CONSTRUED N  ACCORDANCE
 WITH, THE LAWS OF ThE STATE OF TEXAS.

     9.   This Agreement  may be signed in  any number of counterparts,  each
 of which shall be  an original, with  the same effect  as if the  signatures
 thereto and  hereto were  upon the  same  instrument. This  Agreement  shall
 become effective when a counterpart hereof shall have been signed by all the
 parties hereto.

            [The Remainder of This Page Intentionally Left Blank]

<PAGE>


 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
 executed by their  respective authorized  officers as  of the  day and  year
 first above written


                             BORROWER:

                             PEGASUS SOLUTIONS, INC.,
                             a Delaware corporation (formerly known as
                             Pegasus Systems, Inc.)


                             By: /s/  Ric L Floyd
                               Name: Ric L Floyd
                               Title: Executive Vice President


                             GUARANTORS:

                             PEGASUS NO. l, LLC


                             By: /s/ William C. Hammett, Jr.
                               William C. Hammett, Jr.
                               Manager

                             PEGASUS NO.2, LLC


                             By: /s/ William C. Hammett, Jr.
                               William C. Hammett, Jr.
                               Manager

                             PEGASUS GP, LLC

                             By: Pegasus Solutions, Inc., its Sole Member


                             By: /s/ Ric L. Floyd
                               Ric L. Floyd
                               Executive Vice President



 Signature Page to Amended and Restated
 Contribution and Indemnification Agreement - Page 1 of 2

<PAGE>

                             PEGASUS BUSINESS INTELLIGENCE, LP,
                             (successor by merger to Pegasus Electronic
                             Distribution, LP and Pegasus Commission
                             Processing, LP)

                             By: Pegasus GP, LLC, its General Partner

                                By:  Pegasus Solutions, Inc., its Sole Member


                             By: /s/  Ric L. Floyd
                                 Ric L. Floyd
                                 Executive Vice President


                             PEGASUS SOLUTIONS COMPANIES, (successor
                             by merger to Pegasus Solutions Acquisition
                             Company [formerly known as REZ, Inc.], Anasazi
                             Service Corporation and Anasazi Travel Resources,
                             Inc., and formerly known as Rezolutions, Inc.)


                             By: /s/  Ric L. Floyd
                                 Ric L Floyd
                                 Executive Vice President