Exhibit
10.2  FORM OF INDEMNIFICATION AGREEMENT  AGREEMENT,
dated as of
                          ,
2008, by and between Travelport Limited, a Bermuda company (the Company),
and
                      
(the Indemnitee).  WHEREAS, it is
essential to the Company to retain and attract as directors and officers the
most capable persons available;  WHEREAS, the
Indemnitee is a director and/or officer of the Company;  WHEREAS, the
Company and the Indemnitee recognize the increased risk of litigation and other
claims being asserted against directors and officers of companies in todays
environment;  WHEREAS, the
Companys Certificate of Incorporation and Bye-Laws requires the Company to
indemnify and advance expenses to its directors and officers to the extent provided
therein, and the Indemnitee serves as a director and/or officer of the Company,
in part, in reliance on such provisions in the Companys Certificate of
Incorporation and Bye-Laws;  WHEREAS,
uncertainties as to the availability of indemnification created by recent court
decisions, have increased the risk that the Company will be unable to retain
and attract as directors and officers the most capable persons available;  WHEREAS, the
Company has determined that its inability to retain and attract as directors
and officers the most capable persons would be detrimental to the interests of
the Company, and that Company therefore should seek to assure such persons that
indemnification and insurance coverage will be available in the future; and  WHEREAS, in recognition
of the Indemnitees need for substantial protection against personal liability
in order to enhance the Indemnitees continued service to the Company in an
effective manner, and the Indemnitees reliance on the Companys Certificate of
Incorporation and Bye-Laws, and in part to provide the Indemnitee with specific
contractual assurance that the protection promised by the Companys Certificate
of Incorporation and Bye-Laws will be available to the Indemnitee (regardless
of, among other things, any amendment to or revocation of the applicable
provisions of the Companys Certificate of Incorporation and Bye-Laws or any
change in the composition of the governing bodies of the Company or acquisition
transaction relating to the Company), the Company wishes to provide in this
Agreement for the indemnification of and the advancing of expenses to the
Indemnitee to the fullest extent (whether partial or complete) permitted by law
and as set forth in this Agreement, and, to the extent insurance is maintained,
for the continued coverage of the Indemnitee under the directors and officers
liability insurance policy of the Company.  NOW,
THEREFORE, in consideration of the premises and of the Indemnitee continuing to
serve the Company directly or, at its request, as an officer,


director, manager, member, partner, tax matters partner, fiduciary or
trustee of, or in any other capacity with, another Person (as defined below) or
any employee benefit plan, and intending to be legally bound hereby, the
parties hereto agree as follows:  1.Certain
Definitions.  In addition to terms
defined elsewhere herein, the following terms have the following meanings when
used in this Agreement:  (a)Agreement: 
shall mean this Indemnification Agreement, as amended from time to time
hereafter.  (b)Board of Directors: 
shall mean the Board of Directors of the Company.  (c)Claim: 
means any threatened, asserted, pending or completed civil, criminal,
administrative, investigative or other action, suit or proceeding of any kind
whatsoever, or any appeal of any kind thereof, or any inquiry or investigation,
whether instituted by the Company, any governmental agency or any other party,
that the Indemnitee in good faith believes might lead to the institution of any
such action, suit or proceeding, whether civil, criminal, administrative,
investigative or other, including any arbitration or other alternative dispute
resolution mechanism.  (d)Fund Entities: means [                                                                          ]  (e)Indemnifiable Expenses: 
means (i) all expenses and liabilities, including judgments, fines,
penalties, interest, amounts paid in settlement with the approval of the
Company, and counsel fees and disbursements (including, without limitation,
experts fees, court costs, retainers, transcript fees, duplicating, printing
and binding costs, as well as telecommunications, postage and courier charges)
paid or incurred in connection with investigating, defending, being a witness
in or participating in (including on appeal), or preparing to investigate,
defend, be a witness in or participate in, any Claim relating to any
Indemnifiable Event, (ii) any liability pursuant to a loan guaranty or
otherwise, for any indebtedness of the Company or any subsidiary of the
Company, including, without limitation, any indebtedness which the Company or
any subsidiary of the Company has assumed or taken subject to, and (iii) any
liabilities which an Indemnitee incurs as a result of acting on behalf of the
Company (whether as a fiduciary or otherwise) in connection with the operation,
administration or maintenance of an employee benefit plan or any related trust
or funding mechanism (whether such liabilities are in the form of excise taxes
assessed by the United States Internal Revenue Service, penalties assessed by
the Department of Labor, restitutions to such a plan or trust or other  2


funding mechanism or to a participant or
beneficiary of such plan, trust or other funding mechanism, or otherwise).  (f)Indemnifiable Event: 
means any act or omission, whether occurring before, on or after the
date of this Agreement, arising from the performance of the Indemnitees duties
or obligations to the Company or any of its subsidiaries, including in
connection with any civil, criminal, administrative, investigative or other
action, suit or proceeding to which the Indemnitee may hereafter be made a
party by reason of being or having been an officer, director, manager, member,
partner, tax matters partner, fiduciary or trustee of, or having served in any
other capacity with, another Person or any employee benefit plan at the request
of the Company.  (g)Jointly Indemnifiable Claim: 
means any Claim for which the Indemnitee shall be entitled to
indemnification from both the Fund Entities and the Company pursuant to
applicable law, any indemnification agreement or the certificate of
incorporation, by-laws, partnership agreement, operating agreement, certificate
of formation, certificate of limited partnership or comparable organizational
documents  of the Company and the Fund
Entities.  (h)Person: 
means any individual, corporation, firm, partnership, joint venture,
limited liability company, estate, trust, business association, organization,
governmental entity or other entity.  2.Basic
Indemnification Arrangement; Advancement of Expenses.  (a)In the event that the Indemnitee
was, is or becomes subject to, a party to or witness or other participant in,
or is threatened to be made subject to, a party to or witness or other
participant in, a Claim by reason of (or arising in part out of) an
Indemnifiable Event, the Company shall indemnify the Indemnitee, or cause such
Indemnitee to be indemnified, to the fullest extent permitted by Delaware law
in effect on the date hereof and as amended from time to time; provided,
however, that no change in Delaware law shall have the effect of
reducing the benefits available to the Indemnitee hereunder based on Delaware
law as in effect on the date hereof or as such benefits may improve as a result
of amendments after the date hereof. The rights of the Indemnitee provided in
this Section 2 shall include, without limitation, the rights set forth in
the other sections of this Agreement. Payments of Indemnifiable Expenses shall
be made as soon as practicable but in any event no later than thirty (30) days
after written demand is presented to the Company, against any and all
Indemnifiable Expenses.  (b)If so requested by the Indemnitee,
the Company shall advance, or cause to be advanced (within two business days of
such request), any and all Indemnifiable Expenses incurred by the Indemnitee
(an Expense Advance).  The
Company shall, in accordance with such request (but without duplication),
either (i) pay, or cause to be paid, such Indemnifiable Expenses on behalf
of the Indemnitee, or  3


(ii) reimburse, or cause the
reimbursement of, the Indemnitee for such Indemnifiable Expenses.  The Indemnitees right to an Expense Advance
is absolute and shall not be subject to any condition that the Board of
Directors shall not have determined that the Indemnitee is not entitled to be
indemnified under applicable law. 
However, the obligation of the Company to make an Expense Advance
pursuant to this Section 2(b) shall be subject to the condition that,
if, when and to the extent that a final judicial determination is made (as to
which all rights of appeal therefrom have been exhausted or lapsed) that the
Indemnitee is not entitled to be so indemnified under applicable law, the
Company shall be entitled to be reimbursed by the Indemnitee (who hereby agrees
to reimburse the Company) for all such amounts theretofore paid (it being
understood and agreed that the foregoing agreement by the Indemnitee shall be
deemed to satisfy any requirement that the Indemnitee provide the Company with
an undertaking to repay any Expense Advance if it is ultimately determined that
the Indemnitee is not entitled to indemnification under applicable law).  The Indemnitees undertaking to repay such
Expense Advances shall be unsecured and interest-free.  (c)Notwithstanding anything in this
Agreement to the contrary, the Indemnitee shall not be entitled to
indemnification or advancement of Indemnifiable Expenses pursuant to this
Agreement in connection with any Claim initiated by the Indemnitee unless (i) the
Company has joined in or the Board of Directors of the Company has authorized
or consented to the initiation of such Claim or (ii) the Claim is one to
enforce the Indemnitees rights under this Agreement (including an action
pursued by the Indemnitee to secure a determination that the Indemnitee should
be indemnified under applicable law).  (d)The indemnification obligations of
the Company under Section 2(a) shall be subject to the condition that
the Board of Directors shall not have determined (by majority vote of directors
who are not parties to the applicable Claim) that the indemnification of the
Indemnitee is not proper in the circumstances because the Indemnitee is not
entitled to be indemnified under applicable law.  If the Board of Directors determines that the
Indemnitee is not entitled to be indemnified in whole or in part under
applicable law, the Indemnitee shall have the right to commence litigation in
any court in the States of New York or Delaware having subject matter
jurisdiction thereof and in which venue is proper, seeking an initial
determination by the court or challenging any such determination by the Board
of Directors or any aspect thereof, including the legal or factual bases
therefor, and the Company hereby consents to service of process and to appear
in any such proceeding.  If the
Indemnitee commences legal proceedings in a court of competent jurisdiction to
secure a determination that the Indemnitee should be indemnified under
applicable law, any determination made by the Board of Directors that the
Indemnitee is not entitled to be indemnified under applicable law shall not be
binding, the Indemnitee shall continue to be entitled to receive Expense
Advances, and the Indemnitee shall not be required to reimburse the Company for
any Expense Advance, until a final judicial determination is made (as to which
all rights of appeal therefrom have been exhausted or lapsed) that the Indemnitee
is not entitled to be so indemnified under applicable law.  Any determination by the Board of Directors
otherwise shall be conclusive and binding on the Company and the Indemnitee.  4


(e)To the extent that the Indemnitee
has been successful on the merits or otherwise in defense of any or all Claims
relating in whole or in part to an Indemnifiable Event or in defense of any
issue or matter therein, including dismissal without prejudice, the Indemnitee
shall be indemnified against all Indemnifiable Expenses actually and reasonably
incurred in connection therewith, notwithstanding an earlier determination by
the Board of Directors that the Indemnitee is not entitled to indemnification
under applicable law.  3.Indemnification
for Additional Expenses.  The Company
shall indemnify, or cause the indemnification of, the Indemnitee against any
and all Indemnifiable Expenses and, if requested by the Indemnitee, shall
advance such Indemnifiable Expenses to the Indemnitee subject to and in
accordance with Section 2(b) and (d), which are incurred by the
Indemnitee in connection with any action brought by the Indemnitee for (i) indemnification
or an Expense Advance by the Company under this Agreement or any provision of
the Operating Agreement and/or (ii) recovery under any directors and
officers liability insurance policies maintained by the Company, regardless of
whether the Indemnitee ultimately is determined to be entitled to such
indemnification, Expense Advance or insurance recovery, as the case may be.  4.Partial
Indemnity, Etc.  If the Indemnitee is
entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of the Indemnifiable Expenses in respect of a
Claim but not, however, for all of the total amount thereof, the Company shall
nevertheless indemnify the Indemnitee for the portion thereof to which the
Indemnitee is entitled.  5.Burden of
Proof.  In connection with any
determination by the Board of Directors, any court or otherwise as to whether
the Indemnitee is entitled to be indemnified hereunder, the Board of Directors
or court shall presume that the Indemnitee has satisfied the applicable
standard of conduct and is entitled to indemnification, and the burden of proof
shall be on the Company or its representative to establish, by clear and
convincing evidence, that the Indemnitee is not so entitled.  6.Reliance as
Safe Harbor.  The Indemnitee shall be
entitled to indemnification for any action or omission to act undertaken (a) in
good faith reliance upon the records of the Company, including its financial
statements, or upon information, opinions, reports or statements furnished to
the Indemnitee by the officers or employees of the Company or any of its subsidiaries
in the course of their duties, or by committees of the Board of Directors, or
by any other Person as to matters the Indemnitee reasonably believes are within
such other Persons professional or expert competence, or (b) on behalf of
the Company in furtherance of the interests of the Company in good faith in
reliance upon, and in accordance with, the advice of legal counsel or
accountants, provided such legal counsel or accountants were selected with
reasonable care by or on behalf of the Company. 
In addition, the knowledge and/or actions, or failures to act, of any
director, officer, agent or employee of the Company shall not be imputed to the
Indemnitee for purposes of determining the right to indemnity hereunder.  5


7.No Other
Presumptions.  For purposes of this
Agreement, the termination of any claim, action, suit or proceeding, by
judgment, order, settlement (whether with or without court approval) or
conviction, or upon a plea of nolo contendere or its equivalent, shall not
create a presumption that the Indemnitee did not meet any particular standard
of conduct or have any particular belief or that a court has determined that
indemnification is not permitted by applicable law.  In addition, neither the failure of the Board
of Directors to have made a determination as to whether the Indemnitee has met
any particular standard of conduct or had any particular belief, nor an actual
determination by the Board of Directors that the Indemnitee has not met such
standard of conduct or did not have such belief, prior to the commencement of
legal proceedings by the Indemnitee to secure a judicial determination that the
Indemnitee should be indemnified under applicable law shall be a defense to the
Indemnitees claim or create a presumption that the Indemnitee has not met any
particular standard of conduct or did not have any particular belief.  8.Nonexclusivity,
Etc.  The rights of the Indemnitee
hereunder shall be in addition to any other rights the Indemnitee may have
under the Companys Certificate of Incorporation and Bye-Laws, the laws of the
State of Delaware, or otherwise.  To the
extent that a change in Delaware law or the interpretation thereof (whether by
statute or judicial decision) permits greater indemnification by agreement than
would be afforded currently under the Companys Certificate of Incorporation
and Bye-Laws, it is the intent of the parties hereto that the Indemnitee shall
enjoy by this Agreement the greater benefits so afforded by such change.  9.Liability
Insurance.  To the extent the Company
maintains an insurance policy or policies providing directors and officers
liability insurance, the Indemnitee shall be covered by such policy or
policies, in accordance with its or their terms, to the maximum extent of the
coverage available for the Company directors or officers.  10.Period of
Limitations.  No legal action shall
be brought and no cause of action shall be asserted by or in the right of the
Company against the Indemnitee, the Indemnitees spouse, heirs, executors or
personal or legal representatives after the expiration of two years from the
date of accrual of such cause of action, and any claim or cause of action of
the Company shall be extinguished and deemed released unless asserted by the
timely filing of a legal action within such two-year period; provided, however,
that if any shorter period of limitations is otherwise applicable to any such
cause of action such shorter period shall govern.  11.Amendments, Etc.  No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.  In the
event the Company or any of its subsidiaries enters into an indemnification
agreement with another director, officer, agent, fiduciary or manager of the
Company or any of its subsidiaries containing a term or terms more favorable to
the indemnitee than the terms contained herein (as determined by the
Indemnitee), the Indemnitee shall be afforded the benefit of such more
favorable term or  6


terms and such more favorable term or terms shall be deemed
incorporated by reference herein as if set forth in full herein.  As promptly as practicable following the
execution by the Company or the relevant subsidiary of each indemnity agreement
with any such other director, officer or manager (i) the Company shall
send a copy of the indemnity agreement to the Indemnitee, and (ii) if
requested by the Indemnitee, the Company shall prepare, execute and deliver to
the Indemnitee an amendment to this Agreement containing such more favorable
term or terms.  12.Subrogation.  In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of the Indemnitee, who shall execute all papers reasonably
required and shall do everything that may be reasonably necessary to secure
such rights, including the execution of such documents necessary to enable the
Company effectively to bring suit to enforce such rights.  13.Jointly Indemnifiable
Claims.  Given that certain Jointly
Indemnifiable Claims may arise due to the relationship between the Fund
Entities and the Company and the service of the Indemnitee as a director and/or
officer of the Company at the request of the Fund Entities, the Company
acknowledges and agrees that the Company shall be fully responsible for the
indemnification of the Indemnitee in connection with any such Jointly
Indemnifiable Claim, pursuant to and in accordance with the terms of this
Agreement, irrespective of any right of recovery the Indemnitee may have from
the Fund Entities or any of their respective Affiliates.  Under no circumstance shall the Company be
entitled to any right of contribution by the Fund Entities or any of their
Affiliates and no right of recovery the Indemnitee may have from the Fund
Entities or any of their respective Affiliates shall reduce or otherwise alter
the rights of the Indemnitee or the obligations of the Company hereunder.  In the event that either of the Fund Entities
or any of their respective Affiliates shall make any payment to the Indemnitee
in respect of indemnification or advancement with respect to any Jointly
Indemnifiable Claim, the Fund Entity or Affiliate making such payment shall be
subrogated to the extent of such payment to all of the rights of recovery of
the Indemnitee against the Company, who shall execute all papers reasonably
required and shall do all things that may be reasonably necessary to secure
such rights, including the execution of such documents as may be necessary to
enable the Fund Entities effectively to bring suit to enforce such rights.  Each of the Fund Entities and its respective
Affiliates shall be third-party beneficiaries with respect to this Paragraph 13,
entitled to enforce this Paragraph 13 against the Company as though each such
Fund Entity or Affiliate were a party to this Agreement.  14.No Duplication of
Payments.  Subject to Section 13
hereof, the Company shall not be liable under this Agreement to make any
payment in connection with any Claim made against the Indemnitee to the extent
the Indemnitee has otherwise actually received payment (under any insurance
policy, any provision of the Companys Certificate of Incorporation and
Bye-Laws, or otherwise) of the amounts otherwise indemnifiable hereunder.  15.Defense of Claims.  The Company shall be entitled to participate
in the defense of any Claim relating to an Indemnifiable Event or to assume the
defense thereof,  7


with counsel reasonably satisfactory to the Indemnitee; provided
that if the Indemnitee believes, after consultation with counsel selected by
the Indemnitee, that (i) the use of counsel chosen by the Company to
represent the Indemnitee would present such counsel with an actual or potential
conflict of interest, (ii) the named parties in any such Claim (including
any impleaded parties) include the Company or any subsidiary of the Company and
the Indemnitee and the Indemnitee concludes that there may be one or more legal
defenses available to him or her that are different from or in addition to
those available to the Company or any subsidiary of the Company or (iii) any
such representation by such counsel would be precluded under the applicable
standards of professional conduct then prevailing, then the Indemnitee shall be
entitled to retain separate counsel (but not more than one law firm plus, if
applicable, local counsel in respect of any particular Claim) at the Companys
expense.  The Company shall not be liable
to the Indemnitee under this Agreement for any amounts paid in settlement of
any Claim relating to an Indemnifiable Event effected without the Companys
prior written consent.  The Company shall
not, without the prior written consent of the Indemnitee, effect any settlement
of any Claim relating to an Indemnifiable Event which the Indemnitee is or
could have been a party unless such settlement solely involves the payment of
money and includes a complete and unconditional release of the Indemnitee from
all liability on all claims that are the subject matter of such Claim.  Neither the Company nor the Indemnitee shall
unreasonably withhold its or his or her consent to any proposed settlement; provided
that the Indemnitee may withhold consent to any settlement that does not
provide a complete and unconditional release of the Indemnitee.  16.Binding Effect,
Etc.  This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the parties hereto and
their respective successors, (including any direct or indirect successor by
purchase, merger, consolidation or otherwise to all or substantially all of the
business and/or assets of the Company), assigns, spouses, heirs, executors and
personal and legal representatives.  The
Company shall require and cause any successor (whether direct or indirect by
purchase, merger, consolidation, or otherwise) to all or a significant portion
of the business and/or assets of the Company and/or its subsidiaries, by
written agreement in form and substance satisfactory to the Indemnitee and his
or her counsel, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to
perform if no such succession had taken place. 
This Agreement shall continue in effect regardless of whether the
Indemnitee continues to serve as an officer and/or director of the Company of
any other entity or enterprise at the request of the Company.  Neither this Agreement nor any duties or
responsibilities pursuant hereto may be assigned by the Company to any other
person or entity without the prior written consent of the Indemnitee.  17.Security.  To the extent requested by the Indemnitee,
the Company shall at any time and from time to time provide security to the
Indemnitee for the obligations of the Company hereunder through an irrevocable
bank line of credit, funded trust or other collateral or by other means.  Any such security, once provided to the
Indemnitee, may not be revoked or released without the prior written consent of
such Indemnitee.  8


18.Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, all portions of
any paragraph of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby and (b) to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, all portions of any paragraph of this Agreement containing
any such provision held to be invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision held
invalid, illegal or unenforceable and to give effect to the terms of this
Agreement.  19.Specific
Performance, Etc.  The parties recognize
that if any provision of this Agreement is violated by the parties hereto, the
Indemnitee may be without an adequate remedy at law.  Accordingly, in the event of any such
violation, the Indemnitee shall be entitled, if the Indemnitee so elects, to institute
proceedings, either in law or at equity, to obtain damages, to enforce specific
performance, to enjoin such violation, or to obtain any relief or any
combination of the foregoing as the Indemnitee may elect to pursue.  20.Notices.   All notices, requests, consents and other
communications hereunder to any party shall be deemed to be sufficient if
contained in a written document delivered in person or sent by telecopy,
nationally recognized overnight courier or personal delivery, addressed to such
party at the address set forth below or such other address as may hereafter be
designated on the signature pages of this Agreement or in writing by such
party to the other parties:  (a)If to the Company, to:  Travelport
Limited
400 Interpace Parkway Building A Parsippany, NJ
07054
Fax:   973-939-1199
Attn:  Eric J. Bock Executive Vice
President, General Counsel & Corporate
Secretary  (b)If to the Indemnitee, to the address
set forth on Annex A hereto.  All such
notices, requests, consents and other communications shall be deemed to have
been given or made if and when received (including by overnight courier) by the
parties at the above addresses or sent by electronic transmission, with
confirmation received, to the telecopy numbers specified above (or at such
other address or telecopy number for a party as shall be specified by like
notice).  Any notice delivered by any
party hereto to any other party hereto shall also be delivered to each other
party hereto simultaneously with delivery to the first party receiving such
notice.  9


21.Counterparts.  This Agreement may be executed in
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same agreement.  Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the
existence of this Agreement.  22.Headings.  The headings of the sections and paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction or
interpretation thereof.  23.Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
applicable to contracts made and to be performed in such state without giving
effect to the principles of conflicts of laws.   [SIGNATURE PAGE FOLLOWS]  10


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date first
above written.  Travelport
  LimitedBy:Name:Title:[Name]  11