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                                                                   Exhibit 10.15


                               SERVICES AGREEMENT

                  This Service Agreement ("Agreement") effective as of April
22, 2002 ("Effective Date") is entered into by and between Rosenbluth
International, Inc., a Pennsylvania corporation, having its principal place
of business at 2401 Walnut Street, Philadelphia, PA 19103 ("UPSTREAM") and
Orbitz, LLC, a Delaware limited liability company, having its principal place
of business at 200 South Wacker Drive, Suite 1900, Chicago, IL 60606
("ORBITZ").

                                    RECITALS

                  Whereas, UPSTREAM is in the business of providing various
call center services (including inbound and outbound telemarketing services
and outsourced customer service and related services), professional services,
information integration services, including database marketing and management
services, internet-based customer service and related service, fulfillment
services and related services; and

                  Whereas, ORBITZ wishes to engage UPSTREAM as its outsource
service provider to provide and manage certain call center services on the
terms and conditions set forth in this Agreement;

                  Now, therefore, in consideration of the foregoing, the
mutual promises and undertakings set forth below and other good and valuable
consideration exchanged by the parties, the receipt and sufficiency of which
are acknowledged by the parties, the parties agree as follows:

1.       PURPOSE.  ORBITZ wishes to engage UPSTREAM to perform the Services
         so as to (i) be reasonably flexible and responsive to the customer
         call requirements of ORBITZ and (ii) measure and report the quality
         of such Services pursuant to the Service Levels.

2.       DEFINITIONS.  Defined terms used but not otherwise defined in the
         body of this Agreement shall have the following meaning set forth
         below:

         2.1      "ANNUAL FORECAST" means a twelve (12) month rolling
                  Forecast provided quarterly on or before the last day of
                  the quarter, which shall be used for UPSTREAM's planning
                  purposes only.

         2.2      "ACD" means automatic call distributor, which is a specialized
                  telephone system used in the UPSTREAM call centers. ACD is a
                  programmable device that automatically answers, queues and
                  distributes calls to agents, plays delay announcements to
                  callers and provides real-time and historical reports on
                  activities.

         2.3      "ARC" means Airlines Reporting Corporation.

         2.4      "ARC MONTH" means the ARC monthly reporting period, which is
                  either a 4 or 5 week `month' as determined according to the
                  table provided by ORBITZ to UPSTREAM at the beginning of each
                  calendar year of the Term. For 2002, the table shall be as set
                  forth on Exhibit D.

         2.5      "ARC REPORT" means a report of the actual number of Ticket
                  Transactions reported to ARC.

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         2.6      "AVERAGE AFTER-CALL WORK" means work that is necessitated by
                  and immediately follows an inbound Contact. Often includes
                  entering data, filling out forms and making outbound Contact
                  necessary to complete the transaction. The agent is
                  unavailable to receive another inbound Contact while in this
                  mode.

         2.7      "AVERAGE HANDLE TIME" means the sum of Average Talk Time
                  and Average After-Call Work for a specified time period, as
                  measured by UPSTREAM's ACD.

         2.8      "AVERAGE TALK TIME" means time an agent spends with a
                  caller during a Contact.  Includes everything from "hello"
                  to "goodbye."

         2.9      "CMS" means call management system used for staffing,
                  scheduling and real time reports from the call centers.

         2.10     "CHANGE IN CONTROL" means the occurrence of any of the
                  following events with respect to a party:

                  (i)      an acquisition by any individual, entity or group
                           of beneficial ownership of more than 50% of either
                           (1) the then outstanding equity interests of the
                           party (the "Outstanding Interests") or (2) the
                           combined voting power of the then outstanding
                           voting interests of the party entitled to vote in
                           the general election of directors (the "Voting
                           Interests"); or

                  (ii)     a reorganization, merger, consolidation or sale or
                           other disposition of all or substantially all of the
                           assets of the party (a "CIC Event"); excluding,
                           however, a CIC Event pursuant to which the
                           individuals and entities who are the beneficial
                           owners, respectively, of the Outstanding Interests
                           and the Voting Interests immediately prior to such
                           CIC Event beneficially own, directly or indirectly,
                           50% or more, respectively, of the Outstanding
                           Interests and the Voting Interests of the entity
                           resulting from such CIC Event.

         2.11     "CONTACT" means receipt of an inbound telephone call or
                  inbound email from an ORBITZ customer or any combination
                  thereof.

         2.12     "CONTACT HANDLED" means a Contact, which is answered by
                  UPSTREAM and handled through to resolution of the
                  customer's issue, as measured by UPSTREAM's automatic call
                  distribution ("ACD") system at the Facilities.

         2.13     "CONTACT RATIO" means the ratio of Contacts Handled (minus
                  Contacts Handled with respect to the Orbitz Rewards Program or
                  other programs mutually agreed upon by the parties) to Ticket
                  Transactions. In the event the Contacts Handled with respect
                  to the Corporate Travel Program are priced separately (as
                  agreed upon by the parties pursuant to Section 8.6), then such
                  Contacts Handled shall also be subtracted from Contacts
                  Handled for purposes of calculating the Contact Ratio.

         2.14     "CONTACT ACCURACY" means the measure of the accuracy of the
                  information provided to a customer in connection with a
                  Contact Handled.

         2.15     "CORPORATE TRAVEL PROGRAM" means the travel products and
                  services to be offered by ORBITZ to corporate users of the
                  ORBITZ web site.

         2.16     "DIRECT CONNECT REPORT" means a report of the actual number of
                  direct connection Ticket Transactions booked by ORBITZ based
                  on information derived by ORBITZ from the airlines on which
                  such Ticket Transactions were booked.

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         2.17     "DISASTER RECOVERY PLAN" means a detailed plan for backup
                  and disaster recovery developed and maintained by UPSTREAM.

         2.18     "DOUBLE DOWN EMAIL PRICE" means the price determined by
                  finding the common point between the Staffing Contact Ratio
                  (on the "x" axis), less one interval, and the annualized
                  Minimum Number of Ticket Transactions for a given month (on
                  the "y" axis) of the matrix set forth on Exhibit D-2 (or
                  after the Transfer Date, Exhibit D-3).

         2.19     "DOUBLE DOWN VOICE PRICE" means the price determined by
                  finding the common point between the Staffing Contact Ratio
                  (on the "x" axis), less one interval, and the annualized
                  Minimum Number of Ticket Transactions for a given month (on
                  the "y" axis) of the matrix set forth on Exhibit D-l.

         2.20     "EMAIL PRICE" means the price determined by finding the common
                  point between the actual Contact Ratio for a given month (on
                  the "x" axis) and the annualized Ticket Transactions for a
                  given month (on the "y" axis) of the matrix set forth on
                  Exhibit D-2 (or after the Transfer Date, Exhibit D-3).

         2.21     "FINAL MONTHLY REPORT" means a final report of the Ticket
                  Transactions in the previous month, which data shall be based
                  on the ARC Reports and the Direct Connect Reports.

         2.22     "GDS ENVIRONMENTS" means any GDS platform environment,
                  including, without limitation, Worldspan, Sabre, Apollo and
                  Shares.

         2.23     "FEES" shall mean the Transaction Fees, Transition Fees
                  and/or Rewards Fees, as applicable.

         2.24     "FORECAST" means a forecast of the anticipated number of
                  Ticket Transactions for a calendar month.

         2.25     "LAUNCH DATE" means the date on which the Implementation
                  (as defined below) and transition of the Services from
                  ORBITZ's existing vendor to UPSTREAM commences.  The Launch
                  Date shall occur on April 29,2002.

         2.26     "MINIMUM FORECAST MONTH" means the last month of each
                  Monthly Forecast (e.g. Forecast provided August 1 for
                  August, September and October, the last month is October).

         2.27     "MINIMUM NUMBER OF TICKET TRANSACTIONS" means the number of
                  Ticket Transactions provided by ORBITZ to UPSTREAM in the
                  Monthly Forecast for the Minimum Forecast Month, multiplied by
                  [***].

         2.28     "MONTHLY FORECAST" means a three-month rolling Forecast,
                  delivered on the first day of each calendar month, e.g. on
                  August 1, ORBITZ will deliver a forecast for August,
                  September and October.

         2.29     "PARITY EMAIL PRICE" means the price determined by finding the
                  common point between the Staffing Contact Ratio (on the "x"
                  axis), plus one interval, and the annualized Minimum Number of
                  Ticket Transactions for a given month (on the "y" axis) of the
                  matrix set forth on Exhibit D-2 (or after the Transfer Date,
                  Exhibit D-3).

         2.30     "PARITY VOICE PRICE" means the price determined by finding the
                  common point between the Staffing Contact Ratio (on the "x"
                  axis), plus one interval, and the

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                  annualized Minimum Number of Ticket Transactions for a
                  given month (on the "y" axis) of the matrix set forth on
                  Exhibit D-l.

         2.31     "PRELIMINARY MONTHLY REPORT" means a preliminary report of the
                  Ticket Transactions in the previous month, which data shall be
                  based on ORBITZ's daily reports received from etravelexperts,
                  LLC, ORBITZ's provider of ticket fulfillment and handling
                  services, back office reporting and ARC Settlement and
                  reporting services ("ETX").

         2.32     "REWARDS PROGRAM" means the affinity program to be offered to
                  ORBITZ customers, whereby customers will have the opportunity
                  to accrue points in the Rewards Program by using their
                  ORBITZ-branded credit card or otherwise conducting
                  transactions on the ORBITZ web site, and to redeem those
                  points for travel-related rewards available from ORBITZ.

         2.33     "SERVICES" means the call center services to be provided by
                  UPSTREAM to ORBITZ under this Agreement, as more fully
                  described on Exhibit A hereto, Exhibit B hereto and the
                  Policies and Procedures Guide. Services shall also include
                  handling all Contacts related to (i) car and hotel
                  accommodation reservations, (ii) the Rewards Program (as
                  defined in Section 2.10), and the Corporate Travel Program (as
                  defined in Section 2.6). The UPSTREAM personnel who handle
                  Rewards Program Contacts shall be the same whether such
                  Contacts are telephone or email-based and Contractor shall not
                  handle the Rewards Program Contacts.

         2.34     "SERVICE LEVEL" means, individually and collectively, the
                  service levels, performance standards and other
                  quantitative and qualitative performance standards and
                  commitments for the Services contained in this Agreement,
                  as set forth in Exhibit B.

         2.35     "SERVICE LEVEL CREDITS" means the agreed-upon credits set
                  forth in Exhibit B to be issued by UPSTREAM to ORBITZ in the
                  event that the Service Levels are not met. The parties agree
                  that the Service Level Credits are liquidated damages, not a
                  penalty, and shall be in addition to any other remedies
                  available to ORBITZ at law, in equity or under this Agreement.

         2.36     "SOFTWARE" means any software, programming or computer code,
                  including without limitation, the computer telephony
                  integration ("CTI") software, staffing and scheduling
                  software, call monitoring software and KANA email management
                  software, owned by UPSTREAM or that are provided on behalf of
                  or licensed and used by UPSTREAM in performance of the
                  Services, along with all related documentation.

         2.37     "STAFFING CONTACT RATIO" means the Contact Ratio applicable to
                  the month immediately preceding the date the Monthly Forecast
                  is provided, unless otherwise mutually agreed upon by the
                  parties.

         2.38     "TICKET TRANSACTION" means the purchase of an airline
                  ticket by an Orbitz customer, including all paper,
                  electronic, ticket less tickets, direct connect tickets,
                  hand written air charges documents, refunds and exchanges,
                  but excluding miscellaneous charge orders (MCO's), minus
                  Ticket Transactions with respect to the Orbitz Rewards
                  Program.  In the event Ticket Transactions with respect to
                  the Corporate Travel Program are priced separately (as
                  agreed upon by the parties pursuant to Section 8.6), then
                  such Ticket Transactions shall also be subtracted

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                  from Ticket Transactions for purposes of calculating the
                  Ticket Transactions. For clarity, each airline ticket
                  purchased by a customer is a Ticket Transaction; therefore,
                  if a customer purchases three (3) airline tickets as part
                  of the same Contact, such Contact shall equate to three (3)
                  Ticket Transactions.

         2.39     "TRANSFER DATE" means the date on which Contractor has
                  begun performing the Contractor Services.

         2.40     "VOICE PRICE" means the price determined by finding the common
                  point between the actual Contact Ratio for a given month (on
                  the "x" axis) and the annualized Ticket Transactions for a
                  given month (on the "y" axis) of the matrix set forth on
                  Exhibit D-l.

3.       SERVICES.


         3.1      UPSTREAM shall perform the Services in accordance with
                  Exhibit A, Exhibit B hereto and the Policies and Procedures
                  Guide. While in communication with ORBITZ's customers or
                  potential customers, UPSTREAM personnel shall conduct
                  themselves in a businesslike and friendly manner that
                  reflects well upon ORBITZ and shall comply with the
                  additional conduct requirements set forth in the Policies
                  and Procedures Guide.  UPSTREAM personnel performing the
                  Services shall not receive any personal telephone calls on
                  any ORBITZ toll free number, nor shall any UPSTREAM
                  personnel for receipt of incoming calls use the ORBITZ toll
                  free number.  UPSTREAM shall not subcontract any portion of
                  the Services without the express written consent of ORBITZ,
                  not to be unreasonably withheld, except as set forth in
                  Section 4.  UPSTREAM shall comply with all laws applicable
                  to UPSTREAM's business which relate to or affect the
                  Services.

         3.2      In providing the Services, UPSTREAM shall support all GDS
                  Environments. With respect to Services to be performed by
                  UPSTREAM in response to Contacts, ORBITZ shall provide to
                  UPSTREAM with the Annual Forecast and the Monthly Forecast.
                  The Annual Forecast does not, in any way, represent a
                  commitment by ORBITZ to provide call volume to UPSTREAM.

         3.3      Upon receipt of the Monthly Forecast, UPSTREAM shall establish
                  staffing plans to be used for successful performance of the
                  Services, which plans shall include the volume of Contacts
                  anticipated by telephone and email and will reflect varying
                  Contact Ratios based on the Monthly Forecast. UPSTREAM will
                  also use the Monthly Forecast to prepare line requirements for
                  the coming months. If ORBITZ fails to submit the Monthly
                  Forecast as required herein, UPSTREAM will use the most recent
                  Monthly Forecast and/or the previous month's actuals for the
                  next month.

         3.4      UPSTREAM shall obtain, at its expense, all licenses and rights
                  necessary for UPSTREAM to perform the Services, including,
                  without limitation, licenses to use the Software.

         3.5      ORBITZ may permit third-party vendors, outsourcers and
                  other service providers to exercise the rights granted to
                  ORBITZ hereunder on behalf, and for the benefit of ORBITZ,
                  its affiliates, subsidiaries or other authorized users;
                  provided, however, that such third parties are subject to
                  the confidentiality obligations contained herein and are
                  not direct competitors of UPSTREAM.  Without limiting the
                  foregoing, ORBITZ and ORBITZ's designated service providers
                  shall be

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                  permitted, at no extra cost other than the fees set forth
                  in Section 8, to access and otherwise use information
                  gathered by ORBITZ during performance of the Services,
                  including, without limitation, any Customer Information
                  stored in UPSTREAM's CRM database and/or Centerview
                  Software.  For purposes of the foregoing, UPSTREAM
                  competitors shall be deemed to be any party who sells or
                  otherwise provides call center services.

         3.6      In the event any third-party who is an ORBITZ customer brings
                  a claim based on UPSTREAM's negligence, for which UPSTREAM
                  would have an indemnification obligation pursuant to Section
                  11.2(a)(ii), ORBITZ shall first use its best efforts to
                  enforce against such third-party the terms and conditions (and
                  specifically, the limitations on liability) as they exist on
                  the ORBITZ web site.

4.       IMPLEMENTATION AND OUTSOURCING.

         4.1      ORBITZ shall use reasonable commercial efforts to (i)
                  develop an agent interface from Chicago to the UPSTREAM
                  call center locations in Dickinson and Fargo, North Dakota
                  (the "Facilities"), (ii) use ORBITZ's desktop interface
                  tool, and (iii) facilitate telecom connectivity between
                  ORBITZ vendors and the Facilities required to effectively
                  manage its call volume (the "Implementation").
                  Implementation shall commence on the Launch Date and shall
                  be completed no later than July 31, 2002 (the
                  "Implementation Period").  In the event ORBITZ does not
                  completed its obligations as set forth in this Section 4.1
                  prior to the end of the Implementation Period, then for
                  whatever period by which such performance is delayed,
                  UPSTREAM's performance of its Implementation obligations
                  (as set forth on Exhibit A) shall be delayed by an
                  equivalent period of time.

         4.2      In order to facilitate successful Implementation, UPSTREAM
                  will undertake the Implementation obligations set forth on
                  Exhibit A and will utilize the Facilities to perform the
                  Services. Upon mutual agreement of the parties, additional
                  sites may be used by UPSTREAM in performance of the Services
                  based on increases in ORBITZ's call volume or resource needs.

         4.3      UPSTREAM shall provide ORBITZ with three full-time
                  dedicated resources (the "IT Resources") for professional
                  services, technology development and CTI programming during
                  the Implementation Period. After the Implementation Period,
                  the IT Resources shall be available at ORBITZ's request to
                  perform 200 hours per month of free technical programming
                  throughout the Term, for purposes of reporting
                  modifications and CTI integration and related programming.
                  If performance of additional development services requested
                  by ORBITZ will exceed 200 hours per month, UPSTREAM shall
                  provide ORBITZ prior written notice of any such excess
                  hours, and if ORBITZ authorizes such excess hours, UPSTREAM
                  shall be paid at a rate of $[***] per hour.

         4.4      SERVICES TO BE PERFORMED BY CONTRACTOR. Upon receipt of notice
                  from ORBITZ at any time after November 30, 2002 ("Transfer
                  Notice"), which notice shall be

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                  given if, and only if, ORBITZ desires to give such notice,
                  UPSTREAM will (within 120 days of receipt of the Transfer
                  Notice) outsource the processing of email Contacts (the
                  "Contractor Services") to an overseas third-party selected
                  by UPSTREAM and approved by ORBITZ (such approval not to be
                  unreasonably withheld) ("Contractor"), pursuant to an
                  agreement between UPSTREAM and the Contractor (the
                  "Contractor Agreement"), and ORBITZ consents to such
                  subcontracting, provided that:

                  (i)      UPSTREAM shall provide ORBITZ with advance written
                           notice of the Transfer Date, which date shall occur
                           no later than 120 days after the date of the Transfer
                           Notice, and shall report to ORBITZ monthly with such
                           information as may be requested by ORBITZ from
                           time-to-time with respect to Contractor's performance
                           thereof.

                  (ii)     UPSTREAM acknowledges that the Contractor Services
                           are a portion of the Services to be provided under
                           this Agreement, and with respect to the
                           performance of the Contractor Services, UPSTREAM
                           shall ensure that all obligations of UPSTREAM
                           pursuant to this Agreement, including, but not
                           limited to, obligations relating to the Service
                           Levels, reporting, personnel training and
                           expertise, Confidential Information, intellectual
                           property, and ORBITZ's audit rights, shall be
                           binding on Contractor under the Contractor
                           Agreement (the "Contractor Obligations") and
                           UPSTREAM shall aggressively enforce all such
                           Contractor Obligations.  UPSTREAM shall be fully
                           responsible for any and all actions taken by
                           Contractor in performance, violation or failure of
                           the Contractor Obligations ("Contractor Actions"),
                           as if such Contractor Actions were performed by
                           UPSTREAM under this Agreement.  The Contractor
                           Agreement shall provide that ORBITZ is an intended
                           third-party beneficiary of the Contractor
                           Agreement, with the right to enforce the
                           Contractor Agreement as though it were a party
                           thereto.

                  (iii)    UPSTREAM shall ensure, and shall be responsible, at
                           its sole cost and expense, for all necessary and
                           advisable training of Contractor prior to and during
                           any performance by Contractor of the Contractor
                           Obligations. At ORBITZ's request, (i) UPSTREAM shall
                           cause Contractor to enter into a separate
                           non-disclosure agreement with ORBITZ and/or (ii)
                           UPSTREAM shall execute an estoppel letter in a form
                           requested by ORBITZ and not more than monthly,
                           certified by an officer of the UPSTREAM, that
                           Contractor is in full compliance with all terms of
                           the Contractor Agreement.

                                    Any dispute arising under, or in connection
                                    with, the Contractor Agreement shall be
                                    submitted to binding arbitration on terms
                                    substantially similar to those set forth on
                                    Exhibit H, and such arbitration shall take
                                    place in the United States, and UPSTREAM
                                    shall obligate Contractor, in the Contractor
                                    Agreement, to be bound by and participate in
                                    such arbitration at the election of ORBITZ.

                                    In the event Contractor breaches the
                                    Contractor Agreement or any of the
                                    Contractor Obligations, ORBITZ shall have
                                    the right to

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                                    cause UPSTREAM (i) to require Contractor
                                    to take all necessary remedial actions at
                                    their sole cost and expense and in a time
                                    frame appropriate to the circumstance or
                                    (ii) to terminate the Contractor
                                    Agreement with respect to the Contractor
                                    Services being performed by Contractor;
                                    and following any such termination,
                                    UPSTREAM shall either (i) replace
                                    Contractor with another subcontractor,
                                    subject to ORBITZ's approval or (ii)
                                    transfer the performance of the
                                    Contractor Services back to the
                                    Facilities, and in either event, the
                                    pricing applicable to the Contractor
                                    Services (as specified in Section 8.1,
                                    Exhibit D-3) shall continue to apply to
                                    any such Contractor Services, whether
                                    such Contractor Services are being
                                    performed by another contractor or
                                    directly by UPSTREAM. The Contractor
                                    Agreement shall require that the
                                    Contractor Services shall be performed in
                                    a secure environment, such that only
                                    those employees of Contractor performing
                                    the Contractor Services shall have access
                                    to ORBITZ confidential information or to
                                    the area within Contractor's facility
                                    where the Contractor Services are being
                                    performed (the "Secure Area"). Further,
                                    Contractor shall (A) not provide similar
                                    services to the Contractor Services any
                                    Competitive Entity (as defined in Section
                                    9.2) within or on the same floor of the
                                    building in which the Secure Area is
                                    located, (B) ensure that Contractor
                                    employees (while employed by Contractor)
                                    who provide the Contractor Services shall
                                    not, during the Term and for a period of
                                    12 months thereafter, provide similar
                                    services to any Competitive Entity.

         Upon mutual agreement of the parties to the pricing therefore, the
         parties shall include outsourcing of telephone Contacts within the
         definition of Contractor Services.

         4.5      TRANSFER OF CONTRACTOR SERVICES FOR FORCE MAJEURE. In the
                  event UPSTREAM transfers the Contractor Services back to the
                  Facilities due to a force majeure event (as described in
                  Section 12.7 below), which would excuse Contractor from
                  providing Contractor Services, then for the period of time
                  during which the force majeure event continues, and subject to
                  UPSTREAM's responsibilities pursuant to the Disaster Recovery
                  Plan, pricing applicable to the Services shall revert to the
                  United States pricing matrices as set forth in Section 8.1 and
                  attached as Exhibit D-2.

5.       UPSTREAM RESPONSIBILITIES.

         5.1      Exclusivity. Provision of the Services shall be exclusive to
                  UPSTREAM, such that neither a third party nor ORBITZ's own
                  personnel shall provide the same or similar services as those
                  provided by UPSTREAM under this Agreement; provided, however,
                  if UPSTREAM is unable to find a Contractor acceptable to
                  ORBITZ pursuant to Section 4.4, such that the Transfer Date
                  can occur within one hundred twenty (120) days following the
                  Transfer Notice, then the pricing applicable to Contractor
                  Services (as set forth on Exhibit D-3) shall apply with

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                  respect to email and UPSTREAM shall continue to provide all of
                  the Services (including Contractor Services that were to be
                  provided on ORBITZ's request by the Contractor) at its
                  Facilities.

         5.2      REQUIRED REPORTS.  UPSTREAM shall present to ORBITZ, or
                  ORBITZ's designated project manager, (i) all of the reports
                  specified on Exhibit A and (ii) a report on a daily basis,
                  in a form acceptable to ORBITZ, which specifies such
                  information as may be mutually agreed upon by the parties
                  hereto.  ORBITZ and all ORBITZ agents and contractors will
                  have real-time access (provided that during the
                  Implementation Period such access shall be on a near
                  real-time basis) to all ORBITZ CMS data, and remote access
                  to the Nice System (as defined in Section 5.10) and other
                  ORBITZ-related data maintained by UPSTREAM, to develop
                  reports, analyze trends and otherwise use for internal
                  business purposes, as needed.

         5.3      ACCESS TO ORBITZ'S ELECTRONIC RESOURCES. UPSTREAM shall
                  strictly follow all ORBITZ security rules and procedures (that
                  are provided to UPSTREAM in advance and in writing) for use of
                  ORBITZ electronic resources. All user identification numbers
                  and passwords disclosed to UPSTREAM and any information
                  obtained by UPSTREAM as a result of UPSTREAM's access to, and
                  use of, ORBITZ computer and electronic storage systems shall
                  be deemed to be and shall be treated as ORBITZ's Confidential
                  Information, as such term is defined in the NDA, as referenced
                  and incorporated herein pursuant to Section 7.1.

         5.4      COOPERATION. UPSTREAM agrees to reasonably cooperation with
                  third parties that ORBITZ may engage in connection with the
                  development, testing, integration, maintenance and operation
                  of the ORBITZ website and related systems. UPSTREAM shall work
                  with ORBITZ and its ticketing service partner and other
                  ORBITZ-designated service providers to optimize the customer
                  service and fulfillment processes. UPSTREAM shall assist in
                  the implementation of any telecommunications equipment
                  required to interface with ORBITZ, Worldspan, L.P. (or any
                  other GDS providing services to ORBITZ), ORBITZ's ticketing
                  service partner and other ORBITZ-designated service providers
                  to accomplish a seamless operation.

         5.5      KEY PERSONNEL. In the event that any of the following Key
                  Personnel leave the UPSTREAM team servicing ORBITZ, UPSTREAM
                  shall use commercially reasonable efforts to replace such
                  personnel within sixty (60) days with personnel acceptable to
                  ORBITZ: fully dedicated Account Manager, Program Manager, any
                  dedicated trainers, QA specialists at a ratio of 1:15 for new
                  hires and 1:30 for experience customer service specialists and
                  staff, as well as designated support staff as required,
                  including facilities management, LAN/WAN administration and
                  human resources.

         5.6      SECURITY POLICIES. UPSTREAM agrees that all UPSTREAM
                  personnel, while visiting the premises of ORBITZ or other
                  third parties in performance of the Services, shall comply
                  with all the internal rules and regulations of ORBITZ or the
                  other party, including security procedures, which shall be
                  provided to UPSTREAM in advance and in writing.

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         5.7      INSURANCE. UPSTREAM shall, at its own expense, obtain and
                  maintain insurance as set forth in Exhibit C. These insurance
                  coverages shall be primary and non-contributing with respect
                  to any other insurance or self-insurance that may be
                  maintained by UPSTREAM.

         5.8      PROBLEM ANALYSIS. If UPSTREAM fails to meet any of the Service
                  Levels, UPSTREAM shall (i) promptly investigate and report on
                  the causes of the problem, (ii) use its best efforts to
                  correct the problem and begin meeting the Service Levels as
                  soon as practicable and (iii) advise ORBITZ, as and to the
                  extent reasonably requested by ORBITZ, of the status of
                  remedial efforts to be undertaken with respect to such problem
                  and provide ORBITZ reasonable evidence that the causes of such
                  problem have been or will be corrected.

         5.9      CONTINUOUS IMPROVEMENT REVIEWS. Within three (3) months after
                  the Launch Date, and at least quarterly thereafter, UPSTREAM
                  shall schedule a meeting with ORBITZ to review the Service
                  Levels. As part of this review process, the parties shall
                  mutually determine whether or not increased or additional
                  Services are required and negotiate in good faith on
                  additional Service Levels, if applicable, to be added to
                  Exhibit B.

         5.10     MEASUREMENT AND MONITORING. UPSTREAM shall maintain the
                  measurement and monitoring tools, metrics and reporting
                  procedures set forth on Exhibits A and B to measure and report
                  UPSTREAM's performance of the Services against the applicable
                  Service Levels, including, without limitation, the NICE, Inc.
                  online monitoring tool whereby the monitoring party may listen
                  to calls remotely or historically and view actual screen shots
                  used throughout the handling of a Contact (the "NICE system").
                  The NICE System shall be installed and functional no later
                  than the completion of the Implementation Period. UPSTREAM
                  shall provide ORBITZ with information and access to such tools
                  and procedures upon request, for purposes of audit
                  verification. If ORBITZ reasonably requests that UPSTREAM
                  provide additional tools, metrics and reports, UPSTREAM shall,
                  in its sole discretion, provide them as part of the Services.

         5.11     DISASTER RECOVERY SERVICES.  UPSTREAM shall submit a
                  Disaster Recovery Plan to ORBITZ as soon as reasonably
                  practicable, and the parties agree to use commercially
                  reasonable efforts to agree upon a final Disaster Recovery
                  Plan no later than the end of the Implementation Period.
                  The Disaster Recovery Plan shall be deemed incorporated
                  herein by reference and shall be attached hereto as Exhibit
                  F.  UPSTREAM shall implement the Disaster Recovery Plan as
                  necessary, and such implementation shall be incorporated
                  into the Services. The Disaster Recovery Plan shall include
                  procedures for periodic backup of data, procedures for
                  declaration of a disaster, notification procedures for
                  UPSTREAM personnel and ORBITZ personnel and procedures for
                  recovery of processing functions following a disaster.  The
                  cost of additional equipment required for UPSTREAM to
                  perform the requirements of the Disaster Recovery Plan
                  shall be agreed upon by the parties and, to the extent such
                  cost is to be reimbursed by ORBITZ, shall be reimbursed
                  without markup.

         5.12     STATEMENTS OF WORK. In the event ORBITZ requests any
                  additional services be performed by UPSTREAM not specified in
                  the Services, such project will be performed by UPSTREAM
                  pursuant to a statement of work ("SOW") that must

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                  be signed by both parties. Each SOW will be subject to the
                  terms of this Agreement and the services to be performed
                  thereunder shall be deemed "Services" as defined herein. In
                  the event of any conflict or inconsistency between the
                  terms of this Agreement and any SOW, this Agreement will
                  prevail. Each SOW shall include, as applicable, (i) the
                  start date, location and scheduled completion of the
                  project, (ii) a description of the project and services to
                  be performed by UPSTREAM, (iii) project milestones, (iv)
                  ORBITZ acceptance criteria for the project and any
                  deliverables thereunder, (v) the hourly rates or project
                  rate for the project, (vi) the names of all key project
                  personnel and (vii) such other information as may be agreed
                  to by the parties.

         5.13     RESOURCES. UPSTREAM shall be responsible, at its sole cost and
                  expense, for UPSTREAM's Implementation obligations and for all
                  training, account management, facilities costs, equipment and
                  Software costs, Avaya G3r phone switches, as well as all other
                  supporting applications necessary in UPSTREAM's performance of
                  the Services. UPSTREAM shall be responsible, at its sole cost
                  and expense, for obtaining the technology necessary in
                  performing the Services, including software licenses and
                  maintenance for the KANA (or any similar) email management
                  system, CTI application software for "screen pops" and
                  reporting, call monitoring software that displays both screen
                  shots as well as call data, staffing and scheduling software
                  as necessary to meet ORBITZ specifications as well as remote
                  monitoring and web-based reporting.

         5.14     POLICIES AND PROCEDURES GUIDE. UPSTREAM shall, in conjunction
                  with ORBITZ, develop and maintain a policies and procedures
                  guide ("Policies and Procedures Guide") by the end of the
                  Implementation Period, which shall be updated from
                  time-to-time as mutually agreed by the parties and shall
                  include, without limitation, the following:

                  (i)      How UPSTREAM shall perform the Services under this
                           Agreement, including (a) the equipment and Software
                           being used, (b) the operations manuals, user guides,
                           specifications and other documentation which provides
                           further details of the Services, (c) the activities
                           that UPSTREAM proposes to undertake in order to
                           provide the Services, including, where appropriate,
                           those direction, supervision, monitoring, staffing,
                           reporting, planning and oversight activities normally
                           undertaken at facilities that provide services of the
                           type UPSTREAM shall provide under this Agreement;

                  (ii)     The procedures for UPSTREAM-ORBITZ communication
                           and  interaction, including (a) ARC Report
                           processes, (b) Contact handling and transferring
                           policies, (c) back office processes, (d) problem
                           management and escalation procedures, (e) priority
                           and project procedures, and (f) quality assurance
                           procedures; and quality assurance processes and
                           procedures to ensure the Services are performed in
                           accordance with the Service Levels, including,
                           without limitation, (a) a provision that UPSTREAM
                           personnel handling email-based Contacts shall have
                           typing proficiency of no less than 50 words per
                           minute with two (2) or less errors and (b) a
                           provision that prohibits UPSTREAM personnel from
                           taking messages in response to Contacts in an
                           effort to manipulate Average

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<Page>

                           Handle Time; credit card error messages and fraud
                           prevention procedures, as set forth on Exhibit G
                           hereto; and

                  (iii)    Training manuals and training procedures. Without
                           limitation on UPSTREAM's obligations, UPSTREAM shall
                           be responsible for conducting all necessary and
                           advisable training of its staff, including, but not
                           limited to, performing recurrent training to ensure
                           agent proficiency; and the manuals and procedures
                           shall reflect this obligation.

                           In the event of a conflict between the Policies and
                           Procedures Guide and this Agreement, the provisions
                           of this Agreement shall control unless the parties
                           expressly agree to otherwise and such agreement is
                           set forth in writing. UPSTREAM shall periodically
                           update the Policies and Procedures Guide to reflect
                           mutually agreed-upon changes in the operations or
                           procedures described therein, and shall provide the
                           updated Policies and Procedures Guide to ORBITZ for
                           review and comment.

                           The Policies and Procedures Guide shall be ORBITZ
                           Confidential Information.

6.       REPRESENTATIONS AND WARRANTIES.

         6.1      Each party represents and warrants to the other that (a) such
                  party has the organizational power and authority to execute
                  and deliver this Agreement and to perform its obligations
                  under this Agreement, (b) the execution, delivery and
                  performance of this Agreement by such party have been duly
                  authorized by all necessary organizational action, and this
                  Agreement has been duly and validly executed on behalf of such
                  party, (c) such party's entrance into this Agreement shall not
                  violate such party's agreements with any third party and (d)
                  such party shall comply in all material respects with any
                  applicable laws, regulations and rules.

         6.2      UPSTREAM represents and warrants that (a) UPSTREAM shall
                  perform the Services in a competent and business-like
                  manner using personnel familiar with and possessing at
                  least an industry-standard level of skill in the
                  technologies involved and Contractor is, and on an ongoing
                  basis will be, competent and qualified to perform the
                  Services, (b) UPSTREAM shall perform the Services in
                  accordance with the Service Levels set forth in Exhibit B,
                  (c) UPSTREAM is either the owner of, or authorized to use,
                  any and all Software and other intellectual property
                  necessary for UPSTREAM to perform the Services, (d)
                  UPSTREAM shall perform the Services in a manner that does
                  not infringe or misappropriate any intellectual property
                  rights of any third party, (e) UPSTREAM shall take
                  reasonable steps to prevent the introduction and
                  proliferation of any virus or similar item in the systems
                  used to provide the Services and (f) UPSTREAM has obtained
                  all licenses, authorizations or permits required to perform
                  its obligations under this Agreement (including those
                  required by UPSTREAM and/or Contractor in connection with
                  performance of the Contractor Agreement) under all
                  applicable federal, state or local laws and under all
                  applicable rules and regulations of all authorities having
                  jurisdiction over the

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                  Services. If a charge of non-compliance by UPSTREAM with
                  any such laws, regulations, ordinances or codes occurs,
                  UPSTREAM shall promptly notify ORBITZ of such charges in
                  writing.

         6.3      ORBITZ represents and warrants that (a) no portion of any
                  ORBITZ Data (as defined in Section 7.2 below) does or will
                  contain any "back door, "time bomb", "Trojan horse,"
                  "worm," "drop dead device," "virus" or other instructions,
                  circuitry or other technological means, the effect of which
                  is to access, modify, disrupt, damage, delay or interfere,
                  with the use of UPSTREAM's computer or telecommunications
                  equipment or facilities and (b) ORBITZ has obtained all
                  licenses, authorizations or permits required to provide
                  ORBITZ Data and Customer Information (to the extent such
                  Customer Information is provided by ORBITZ directly to
                  UPSTREAM) to UPSTREAM under all applicable international,
                  federal, state or local laws and under all applicable rules
                  and regulations having jurisdiction over the transfer of
                  such data. If a charge of non-compliance with any such
                  laws, regulations, ordinances or codes occurs, the party
                  receiving such notice shall promptly notify the other party
                  such charges in writing.

         6.4      DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN
                  THIS SECTION 6, NEITHER PARTY MAKES ANY REPRESENTATIONS OR
                  WARRANTIES TO THE OTHER, WHETHER EXPRESS OR IMPLIED,
                  INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
                  MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.       CONFIDENTIALITY, DATA AND TITLE TO WORK PRODUCTS.

         7.1      GENERAL.  The parties shall continue to be bound by the
                  terms of that certain Mutual Non-Disclosure Agreement
                  entered into by and between the parties as of March 1, 2002
                  ("NDA"), which is incorporated herein by reference (the
                  "NDA"). UPSTREAM further agrees that it has or will enter
                  into and maintain appropriate confidentiality agreements
                  with any UPSTREAM employees, agents or subcontractors who
                  perform Services for ORBITZ, which shall require such
                  individuals, for a period of not less than 12 months
                  following the date such individual has been involved with
                  ORBITZ'S account or given access to any ORBITZ Confidential
                  Information, to treat ORBITZ's Confidential Information in
                  accordance with the confidentiality and non-disclosure
                  obligations set forth in this Agreement and the NDA.

         7.2      ORBITZ DATA. UPSTREAM understands and acknowledges that ORBITZ
                  and UPSTREAM may (i) manage, modify and update pre-existing
                  data and information provided by or through ORBITZ or ORBITZ
                  customers and (ii) generate, manage, modify, maintain and
                  update additional data and information in connection with
                  ORBITZ, ORBITZ customers and the transactions entered into by
                  and on behalf of ORBITZ's customers (collectively, "ORBITZ
                  Data"). ORBITZ data will be treated as Confidential
                  Information under the NDA.

         7.3      CUSTOMER INFORMATION. In the course of providing the
                  Services and sale of products through ORBITZ and ORBITZ
                  customers, information may be developed that relates to the
                  quantity, type, destination, preferences, amount and other
                  information associated with ORBITZ's customers use of
                  services and

                                        13

<Page>

                  purchase of products, together with the development of
                  transactional, contact history and billing information
                  (collectively, "Customer Information").  Any such Customer
                  Information will be treated as Confidential Information
                  under the NDA. UPSTREAM hereby assigns all right, title and
                  interest that UPSTREAM may have or obtain in such Customer
                  Information to ORBITZ.  UPSTREAM shall use the Customer
                  Information only in performance of the Services.  Upon
                  ORBITZ's request, UPSTREAM shall provide all Customer
                  Information to ORBITZ in the form and manner reasonably
                  requested by ORBITZ.  UPSTREAM shall comply at all times
                  with ORBITZ's privacy policy as posted on the ORBITZ web
                  site.

         7.4      TITLE TO WORK PRODUCTS.  All right, title and interest in
                  and to all tangible and intangible work and work products,
                  including the Policies and Procedures Guide,(collectively
                  "Work") developed or produced by UPSTREAM in performance of
                  the Services shall be considered a "work-for-hire" within
                  the meaning of the Copyright Act and all right, title and
                  interest in and to patents, copyrights, trade secrets,
                  trademarks and other intellectual property derived from
                  such Work shall be and remain the property of ORBITZ.
                  Notwithstanding the foregoing, ORBITZ acknowledges that all
                  pre-existing items used by UPSTREAM generally in the
                  performance of services for any of its customers and also
                  used in the performance of the Services hereunder, whether
                  in tangible or intangible form, including, without
                  limitation, ideas, concepts, know-how, methods or
                  methodologies, reports, algorithms, formulae and techniques
                  and all copies of the foregoing ("UPSTREAM Proprietary
                  Tools") shall not be included in the definition of Work,
                  and all related patent, copyright, trademarks, trade
                  secret, intellectual property and other ownership rights
                  shall remain exclusively with UPSTREAM.  To the extent any
                  UPSTREAM Proprietary Tools are provided to ORBITZ in the
                  performance of the Services, including any creation of the
                  Policies and Procedures Guide, ORBITZ shall have a
                  worldwide, royalty-free, non-exclusive, right and license
                  to use such UPSTREAM Proprietary Tools in order to exercise
                  its rights under this Agreement.

         7.5      TERMS OF THIS AGREEMENT.  Each party agrees that the
                  existence of this Agreement, along with its terms and
                  conditions are Confidential Information of each party.

8.       FINANCIAL TERMS.

         8.1      TRANSACTION FEES.

                  (i)      ORBITZ agrees to pay UPSTREAM the per Ticket
                           Transaction fees:

                           (A)      For all Ticket Transactions generated on or
                                    after August 1, 2002, an amount equal to the
                                    greater of (1) the total actual number of
                                    Ticket Transactions for the applicable month
                                    multiplied by the Voice Price or (2) the
                                    Minimum Number of Ticket Transactions for
                                    the applicable month multiplied by the Voice
                                    Price; plus

                           (B)      For all Ticket Transactions generated on or
                                    after June 1, 2002, an amount equal to the
                                    greater of (1) the total actual number of
                                    Ticket Transactions for the applicable month
                                    multiplied by the Email Price or (2) the
                                    Minimum Number of Ticket Transactions for
                                    the applicable month multiplied by the Email
                                    Price (collectively, "Transaction Fees").

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<Page>

                  (ii)     The Transaction Fees will fully compensate UPSTREAM
                           for performance of all Services, fulfillment of all
                           UPSTREAM's responsibilities and effectively meeting
                           the Service Levels identified in Exhibit B.

         8.2      ADJUSTMENTS TO TRANSACTION FEES.

                  (i)      DOUBLE DOWN MONTH FOR VOICE PRICE. ORBITZ agrees that
                           with respect to any Minimum Forecast Month in which
                           (A) the total actual Ticket Transactions are less
                           than the Minimum Number of Ticket Transactions and
                           (B) the actual Contact Ratio for telephone-based
                           Contacts Handled is less than the Staffing Contact
                           Ratio for such Minimum Forecast Month (a "Double Down
                           Month"), the payment of Transaction Fees as set forth
                           in Section 8.l(i)(A) shall be replaced with this
                           Section 8.2(i), such that ORBITZ will pay UPSTREAM
                           the per Ticket Transaction fees for all Ticket
                           Transactions generated on or after August 1, 2002, an
                           amount equal to the Minimum Number of Ticket
                           Transactions multiplied by the Double Down Voice
                           Price.

                  (ii)     DOUBLE DOWN MONTH FOR EMAIL PRICE. ORBITZ agrees that
                           with respect to any Minimum Forecast Month in which
                           (A) the total actual Ticket Transactions are less
                           than the Minimum Number of Ticket Transactions and
                           (B) the actual Contact Ratio for email-based Contacts
                           Handled is less than the Staffing Contact Ratio for
                           such Minimum Forecast Month (a "Double Down Month"),
                           the payment of Transaction Fees as set forth in
                           Section 8.1(i)(B) shall be replaced with this Section
                           8.2(ii), such that ORBITZ will pay UPSTREAM the per
                           Ticket Transaction fees for all Ticket Transactions
                           generated on or after June 1, 2002, an amount equal
                           to the Minimum Number of Ticket Transactions
                           multiplied by the Double Down Email Price.

                  (iii)    Parity Month for Voice Price. ORBITZ agrees that
                           with respect to any Minimum Forecast Month in
                           which (A) the total actual Ticket Transactions are
                           less than the Minimum Number of Ticket
                           Transactions and (B) the Contact Ratio for
                           telephone-based Contacts is one or more intervals
                           above the Staffing Contact Ratio on the pricing
                           matrices contained in Exhibit D and (C) the actual
                           number of telephone Contacts Handled is within
                           [***] percent ([***]%) above or below the projected
                           number of telephone Contacts Handled (such
                           projections to be calculated by multiplying the
                           Minimum Monthly Forecast by the Staffing Contact
                           Ratio), the payment of Transaction Fees as set
                           forth in Section 8.1(i)(A) shall be replaced with
                           this Section 8.2(iii), such that ORBITZ will pay
                           UPSTREAM the per Ticket Transaction fees for all
                           Ticket Transactions generated on or after August
                           1, 2002, an amount equal to the Minimum Number of
                           Ticket Transactions multiplied by the Parity Voice
                           Price.

                  (iv)     PARITY MONTH FOR EMAIL PRICE.  ORBITZ agrees that
                           with respect to any Minimum Forecast Month in
                           which (A) the total actual Ticket Transactions are
                           less than the Minimum Number of Ticket
                           Transactions

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                           and (B) the Contact Ratio for email-based Contacts
                           is one or more intervals above the Staffing
                           Contact Ratio on the pricing matrices contained in
                           Exhibit D and (C) the actual number of email
                           Contacts Handled is within [***] percent ([***]%)
                           above or below the projected number of email
                           Contacts Handled (such projections to be
                           calculated by multiplying the Minimum Monthly
                           Forecast by the Staffing Contact Ratio), the
                           payment of Transaction Fees as set forth in
                           Section 8.1(i)(B) shall be replaced with this
                           Section 8.2(iv), such that ORBITZ will pay
                           UPSTREAM the per Ticket Transaction fees for all
                           Ticket Transactions generated on or after June 1,
                           2002, an amount equal to the Minimum Number of
                           Ticket Transactions multiplied by the Parity Email
                           Price.

                  (v)      In the event the Contact Ratio or the Ticket
                           Transactions falls above or below the last range
                           set forth on the applicable matrix, the parties
                           will mutually agree upon new pricing matrices to
                           reflect such event, which revised pricing shall be
                           consistent with the pricing set forth in the
                           preceding matrices.  On the earlier to occur of
                           the Transfer Date or the date which is 120 days
                           after the date of the Transfer Notice, the pricing
                           set forth on Exhibits D-3 shall apply to the
                           payment of Transaction Fees; provided, however,
                           that if ORBITZ, having given the Transfer Notice,
                           (A) notifies UPSTREAM that it wishes to delay the
                           Transfer Date to a day which is more than 120 days
                           after the date of the Transfer Notice (the
                           "Delay"), then ORBITZ shall be responsible for any
                           documented labor costs which Contractor incurs for
                           the length of the Delay or (B) notifies UPSTREAM
                           that it wishes to revoke the Transfer Notice
                           entirely ("Cancellation"), so as to not utilize
                           Contractor to perform the Contractor Services,
                           then ORBITZ shall be responsible for any
                           documented labor costs which Contractor incurs in
                           connection with terminating any employees who were
                           hired between the date of the Transfer Notice and
                           the date of such Cancellation.

                  (vi)     Beginning in year 3 of the Term, an additional
                           Transaction Fee of $[***] shall be added to each
                           Ticket Transaction, and in calendar years 4 and 5 of
                           the Term, an additional Transaction Fee of $[***]
                           shall be added to each Ticket Transaction (the
                           "Add-on Fee"). Such Add-on Fee, when implemented,
                           shall be included in the definition "Transaction
                           Fee". The purpose of the Add-on Fee is to compensate
                           UPSTREAM for its anticipated increases in labor
                           costs.

         8.3      UPCHARGES.

                  (i)      TELEPHONE. The Transaction Fees assume an Average
                           Handle Time for telephone Contacts of [***] minutes.
                           In addition to the Transaction Fees, ORBITZ will pay
                           UPSTREAM an additional fee ("Upcharge Fee") per
                           Ticket Transaction for Average Handle Times ranging
                           from anything over [***] minutes up to [***] minutes
                           as follows:

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                                        16

<Page>

<Table>
<Caption>
                                 AVERAGE HANDLE TIME             UPCHARGE FEE
                                 -------------------             ------------
<S>                                                              <C>
                                    [***] minutes                   $[***]
                                    [***] minutes                   $[***]
                                    [***] minutes                   $[***]
                                    [***] minutes                   $[***]
                                    [***] minutes                   $[***]
</Table>

                  ; provided that the Upcharge Fee shall be capped at the point
                  the Average Handle Time reaches [***] minutes; provided,
                  however, that the Upcharge Fee shall extend past an Average
                  Handle Time of [***] minutes (at the rate of $[***] for every
                  [***] minutes beyond [***]) if the Average Handle Time is
                  driven above [***] minutes based on (i) the occurrence of any
                  of the following at an airline which is one of the top 10
                  airlines in booking volume on the ORBITZ website (A)
                  bankruptcy, (B) major air schedule change disproportionate to
                  typical semi-annual air schedule changes, (C) major service
                  disruption due to a strike, slow down or merger; (ii)
                  bankruptcy of a car or hotel company which is listed within
                  the ORBITZ booking path; (iii) failure of another ORBITZ
                  vendor, such as ETX or Worldspan, which affects performance of
                  the ORBITZ web site or delivery of ORBITZ travel products to
                  customers; (iv) system unavailability of the ORBITZ website,
                  or (v) any substantial change to the ORBITZ web site made by
                  ORBITZ, which causes an increase in Average Handle Time.

                  (ii)     EMAIL. The Transaction Fees assume an Average Handle
                           Time for email Contacts of between [***] and [***]
                           minutes (as noted on Exhibit D-2). In addition to the
                           Transaction Fees, ORBITZ will pay UPSTREAM an
                           Upcharge Fee per Ticket Transaction for Average
                           Handle Times ranging from anything over [***] minutes
                           up to [***] minutes as follows:

<Table>
<Caption>
                              Average Handle Time                Upcharge Fee
<S>                                                              <C>
                              [***]-[***] minutes                $[***]
                              [***]-[***] minutes                $[***]
</Table>

                  ; provided that the Upcharge Fee shall be capped at the
                    point the Average Handle Time reaches [***] minutes.

         8.4      TRANSITION FEES FOR TELEPHONE-BASED CONTACTS HANDLED.
                  During the Implementation Period, ORBITZ agrees to pay
                  UPSTREAM $[***] per telephone Contact Handled ("Transition
                  Fees"), which Transition Fees shall be calculated by
                  UPSTREAM based on its ACD reports.

         8.5      REWARDS PROGRAM. ORBITZ agrees that with respect to any
                  telephone Contacts Handled related to the Rewards Program, if
                  the Average Handle Time is 4.5 minutes or more, ORBITZ will
                  pay UPSTREAM $4.50 per Contact Handled; and if the Average
                  Handle Time is 0-4.49 minutes, ORBITZ will pay UPSTREAM $3.75
                  per Contact Handled ("Rewards Fees"), which Rewards Fees shall
                  be calculated by UPSTREAM based on its ACD reports. If calls
                  average above 6.5 minutes for a period of sixty (60) days or
                  more, the Parties agree to mutually agree to new pricing
                  terms.

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         8.6      CORPORATE TRAVEL PROGRAM. UPSTREAM will be compensated for all
                  Contacts Handled with respect to the Corporate Travel Program
                  in accordance with Sections 8.1 and 8.2, i.e. such "Contacts
                  Handled" will be paid based on the Transaction Fees; provided,
                  however, that upon the earlier of (i) [***] Ticket
                  Transactions attributable to the Corporate Travel Program or
                  (ii) [***] months from the end of the Implementation Period
                  (the "Corporate Travel Threshold") the Contacts Handled with
                  respect to the Corporate Travel Program will be excluded from
                  the calculation of the Contact Ratio, and the pricing
                  applicable to and the Services to be provided by UPSTREAM in
                  connection with such program will be subject to the mutual
                  agreement of the parties. If, prior to reaching the Corporate
                  Travel Threshold, the scope of the Services to be provided by
                  UPSTREAM with respect to the Corporate Travel Program changes
                  substantially, such that either the Average Handle Time for
                  the Contacts Handled exceeds [***] minutes or the Contact
                  Ratio applicable to such Contacts Handled exceeds [***]
                  percent ([***]%), in either case by more [***] percent
                  ([***]%) over any [***] day period (a "Change in Scope"), then
                  the pricing applicable to and the Services to be provided by
                  UPSTREAM in connection with such program will be subject to
                  mutual agreement of the parties. In the event that either the
                  Corporate Travel Threshhold is reached or there is a Change in
                  Scope, the new pricing agreed upon by the parties will be
                  added as a new Exhibit D-4 and Services to be provided in
                  connection with the Corporate Travel Program will be added to
                  Exhibit A by addendum to be mutually executed by the parties.

         8.7      TIMELY INVOICING.  Within 5 days following the end of an
                  ARC Month, ORBITZ shall provide UPSTREAM with either a
                  Final Monthly Report or a Preliminary Monthly Report. Upon
                  receipt of a Preliminary Monthly Report, UPSTREAM shall
                  compare the Preliminary Monthly Report against UPSTREAM's
                  ACD to calculate the estimated Transaction Fees ("Estimated
                  Fees") applicable to such month and shall invoice ORBITZ
                  for the Estimated Fees on a timely basis. UPSTREAM shall
                  ensure that any Contacts Handled for which UPSTREAM is
                  being compensated under Sections 8.5 (and after reaching
                  the Corporate Travel Threshold 8.6) shall be deleted from
                  the Contact Ratio prior to calculation of the Estimated
                  Fees and the Final Fees.  UPSTREAM shall provide such
                  additional information on invoices as ORBITZ shall
                  reasonably require.  If not earlier provided, within 10
                  business days following the end of an ARC Month, ORBITZ
                  shall provide UPSTREAM with the Final Monthly Report. Upon
                  receipt of the Final Monthly Report, UPSTREAM shall compare
                  the Final Monthly Report against the ACD to calculate the
                  final Transaction Fees ("Final Fees"), and to the extent
                  the Estimated Fees (as invoiced to ORBITZ) differ from the
                  Final Fees, such amounts will be an adjustment to the
                  Estimated Fee invoice to be issued by UPSTREAM in the
                  following month.

         8.8      TAXES. Taxes shall be identified separately from the Fees
                  and shall be shown separately on invoices.  Except as
                  provided below, ORBITZ shall pay on invoice all taxes that
                  are lawfully imposed by any governmental authority and are
                  based

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                  on or measured by any payment of ORBITZ for Ticket
                  Transactions and Services pursuant to this Agreement and
                  for which no exemption is applicable. UPSTREAM shall
                  collect from ORBITZ and shall remit to the appropriate tax
                  authorities all such taxes.  UPSTREAM shall pay all taxes
                  which are based on or measured by UPSTREAM's gross or net
                  income or gross or net receipts (including any capital
                  gains taxes or minimum taxes), or taxes which are capital,
                  doing business, excess profits, net worth or franchise
                  taxes.  UPSTREAM shall be responsible for any penalty or
                  interest that may arise from the failure of UPSTREAM to
                  invoice ORBITZ for any such taxes that are to be paid by
                  ORBITZ.

         8.9      PAYMENT OF FEES; PAYMENT DISPUTES.

                  (i)      ORBITZ shall remit payment to UPSTREAM for
                           undisputed amounts within thirty (30) days of
                           ORBITZ's receipt of the invoice.

                  (ii)     In order to dispute an invoice, or any part
                           thereof, ORBITZ shall set forth in writing the
                           amounts disputed and the specific basis or reason
                           for the dispute, which shall be reasonable
                           detailed ("Dispute Notice"). The Dispute Notice
                           must be received by UPSTREAM on or prior to the
                           due date of the invoice disputed, or within two
                           (2) months after an audit conducted by or on
                           behalf of ORBITZ. ORBITZ shall not dispute any
                           invoice unless ORBITZ believes, in good faith,
                           that ORBITZ is being charged for Services which
                           have not been provided or at prices higher than
                           those set forth in Exhibit D (as may have been
                           amended from time-to-time), or that errors in
                           calculation or the like have occurred, or that
                           ORBITZ is otherwise being charged for items
                           contrary to the provisions of this Agreement. Upon
                           compliance by ORBITZ with the foregoing
                           provisions, ORBITZ may withhold payment of the
                           disputed amount(s) of the invoice, and shall remit
                           to UPSTREAM the undisputed amount(s) in a timely
                           manner. Upon receipt of the Dispute Notice,
                           UPSTREAM must promptly provide any requested
                           documentation or information, and otherwise
                           cooperate in a timely fashion with ORBITZ in the
                           validation of any disputed charges, and both
                           parties shall make reasonable, diligent, good
                           faith efforts to resolve the dispute within thirty
                           (30) days following the date of the Dispute
                           Notice. If the dispute is not resolved within such
                           period, the dispute shall be submitted to the
                           dispute resolution procedures set forth in Exhibit
                           E within ten (10) business days thereafter.

         8.10     IMPLEMENTATION AMOUNT. UPSTREAM shall provide ORBITZ a credit
                  of $[***], which shall be applied against any Fees due from
                  ORBITZ to UPSTREAM in five monthly increments of $[***],
                  beginning with the first invoice issued by UPSTREAM after
                  completion of the Implementation Period, to help mitigate
                  ORBITZ's costs in transitioning from its existing vendor to
                  UPSTREAM during the Implementation Period. Such transition
                  will include all development and integration work with respect
                  to CRM programming. In addition, upon the [***] month
                  anniversary of the Transfer Date, UPSTREAM shall pay to ORBITZ
                  a fee

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                  of $[***] to help mitigate ORBITZ's costs in transitioning
                  email-related Services from UPSTREAM to the Contractor.

         8.11     DEBIT MEMOS AND OTHER REFUNDABLE ITEMS.  If any UPSTREAM
                  personnel, in performance of the Services, cause ORBITZ to
                  suffer a financial loss via a debit memo issued from the
                  airlines, refunds that are given directly from ORBITZ to
                  ORBITZ customers, refunds that are not given directly to
                  ORBITZ customers or charges to ORBITZ-supplied credit cards
                  (collectively, "Refundable Items"), whether arising out of
                  the negligence, error, mistake or fraud of such personnel
                  or the systems employed, operated or controlled by UPSTREAM
                  in performance of the Services, and regardless of when such
                  Refundable Items arise, then UPSTREAM shall reimburse
                  ORBITZ for the entire amount of such loss. On a monthly
                  basis ORBITZ shall notify UPSTREAM of any Refundable Item
                  and ORBITZ shall be permitted to apply any such amounts
                  owed to ORBITZ arising out of Refundable Items as a credit
                  to reduce currently outstanding undisputed amounts owed by
                  ORBITZ on the then-current invoice.  If the net Refundable
                  Items amounts owed to ORBITZ exceed the amounts owed by
                  ORBITZ for the current monthly period, such excess amount
                  shall be applied as a credit to undisputed amounts owed by
                  ORBITZ for the next monthly period. In the event there are
                  any amounts owed by UPSTREAM at the termination or
                  expiration of this Agreement, such amounts shall be paid to
                  ORBITZ within forty-five (45) days following the
                  termination or expiration.

         8.12     TELECOM AND IVR CHARGES.  ORBITZ shall be responsible for
                  all telecom connectivity and IVR charges necessary for the
                  performance of the Services from the Facilities, excluding
                  any intelligent call management ("ICM") routing charges,
                  CTI routing, connectivity and surcharges (including the
                  cost of T-ls and ACD-related charges ("Routing Charges"),
                  including, without limitation, the initial $[***] hardware
                  set up fee associated with connectivity (including, without
                  limitation, peripheral gateways, servers, dedicated
                  circuits, etc).  The parties acknowledge that ORBITZ will
                  be invoiced directly by its telecom provider for the
                  Routing Charges, and such Routing Charges shall be
                  subsequently invoiced by ORBITZ to UPSTREAM, and UPSTREAM
                  shall pay such invoice within 30 days of receipt thereof.
                  Except for charges related to telecom connectivity or IVR
                  charges between ORBITZ and the United States facility,
                  which serves as the point of presence for Contacts sent to
                  Contractor, ORBITZ shall not be responsible for the telecom
                  or IVR charges related to the Contractor Agreement.  ORBITZ
                  shall reimburse UPSTREAM, at UPSTREAM's actual cost (not to
                  exceed $[***] per call, inclusive of taxes), without
                  mark-up, for all outbound telephone calls made by UPSTREAM
                  in connection with a Contact Handled.

         8.13     RIGHT TO AUDIT.  During the Term and for two years
                  thereafter, (i) UPSTREAM shall maintain, and shall cause
                  its subcontractors (including the Contractor) to maintain,
                  true and accurate records of all information relating to
                  its performance of the Services and all transactions
                  pursuant to this Agreement and (ii) ORBITZ shall maintain
                  true and accurate records of all information relating to
                  the ARC

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                  and Direct Connect reports prepared by ORBITZ and provided to
                  UPSTREAM in connection with this Agreement. ORBITZ, its
                  auditors or its authorized representatives shall have the
                  right during normal business hours and upon reasonable
                  advance written notice to UPSTREAM to conduct audits or
                  inspections of those books and records, HR procedures and
                  facilities, and other documentation reasonably necessary to
                  verify compliance with the terms of this Agreement, accuracy
                  of invoices and reports provided herein. UPSTREAM, its
                  auditors or its authorized representatives shall have the
                  right during normal business hours and upon reasonable advance
                  written notice to ORBITZ to conduct audits or inspections of
                  those books, records and other documentation reasonably
                  necessary to verify compliance with the terms of this
                  Agreement and accuracy of the ARC and Direct Connect reports.
                  In the event any such audit reveals material errors by a
                  variance of 5% or more, then the auditing party reserves the
                  right, in addition to any other remedies available to such
                  party under this Agreement, at law or in equity, to recover
                  from the audited party the reasonable costs incurred by the
                  auditing party in connection with such audit. In addition,
                  upon reasonable advance written notice to UPSTREAM, ORBITZ,
                  its auditors or authorized representatives shall have access
                  at all reasonable times to the part of any facilities at which
                  UPSTREAM is providing the Services, to the UPSTREAM
                  personnel, to all ORBITZ-related data maintained by UPSTREAM
                  and to documentation relating to the Services for the purpose
                  of performing audits and to verify the integrity of data owned
                  by ORBITZ, to examine the systems that process, store, support
                  and transmit that data, and to examine UPSTREAM's performance
                  of the Services. Each party's right to conduct inspections and
                  audits under this Section 8.11 shall not be conducted more
                  than twice per year (provided that if a variance of 5% or
                  more is found in any particular audit, then the auditing party
                  shall be allowed an additional audit in that same year). All
                  audits and inspections hereunder shall be conducted in such a
                  way so as to avoid, to the extent possible, any disruption of
                  the audited party's business.

         8.14     DISCUSSION OF FINANCIAL CONDITION. The parties agree to have
                  their respective financial/accounting personnel discuss, on an
                  as-needed basis, the financial condition of each party as it
                  relates to each party's ability to perform its obligations
                  under this Agreement. Further, each party shall provide the
                  other party with its annual audited financial statement within
                  a reasonable period of time following the availability of such
                  audited financial statement from the party's independent
                  auditors; provided, however, that if a Triggering Event
                  occurs, the party not the cause of such Triggering Event shall
                  have the right to demand, and the party causing such
                  Triggering Event shall provide, copies of the quarterly
                  unaudited financial statements of the party causing such
                  Triggering Event. A "Triggering Event" shall mean (i) the
                  failure of a party to make any payment hereunder when due and
                  the failure to make such payment within 30 days following
                  receipt of a notice from the non-defaulting party that such

                                        21
<Page>

                  payment is in default or (ii) if ORBITZ is entitled to 5 or
                  more Service Level Credits over any rolling four (4) month
                  period.

9.       EXCLUSIVITY.

         9.1      PROVISION OF SERVICES. UPSTREAM agrees that for a period of
                  twelve (12) months following the date that such individual has
                  been involved with ORBITZ's account or given access to any
                  ORBITZ Confidential Information, such personnel (while
                  employed by UPSTREAM) shall not directly or indirectly provide
                  services similar to those provided to ORBITZ to any
                  Competitive Entity (as defined in Section 9.2).

         9.2      LOCATION OF SERVICES. UPSTREAM agrees that during the Term,
                  UPSTREAM shall not (i) establish a call center providing
                  similar services to the Services provided to ORBITZ to any
                  Competitive Entity (as defined below) within one hundred
                  fifty (150) miles of an UPSTREAM call center providing
                  Services to ORBITZ (subject to the exception for the
                  Contractor as stated in Section 4.4(ix)) or (ii) provide
                  any type of services to any Competitive Entity from the
                  same facility in which UPSTREAM performs the Services for
                  ORBITZ.  "Competitive Entity" shall mean any party who
                  sells or otherwise provides travel products, services or
                  information related to airline tickets, hotels, rental
                  cars, cruises or vacation packages online, including,
                  without limitation, any GDS, Sabre Inc. (including Easy
                  Sabre and Travelocity), HRN, Expedia Inc. (including
                  Travelscape), Priceline.com Incorporated, American Express
                  Company, TravelWeb.com, Cendant Corporation (including
                  TheTrip.com, CheapTickets.com, and Galileo International),
                  GetThere.com, Inc., LowestFare.com, Site59.com, Inc., and
                  any successor entity to any of the foregoing (each, a
                  "Competitive Entity"); provided that any individual
                  airline, hotel chain, cruise company or car rental company
                  that is not owned by one of the Competitive Entities, shall
                  not be considered a Competitive Entity.

10.      TERM AND TERMINATION

         10.1     TERM. The term of this Agreement shall commence on the
                  Effective Date and, unless terminated earlier as provided
                  herein, shall continue for five (5) years from the end of the
                  Implementation Period (the "Term"). The date which marks the
                  end of the implementation Period shall be referred to as the
                  "Implementation Date", and if the parties do not indicate in
                  writing, in the form of an Addendum to this Agreement, the
                  actual implementation Date, then July 31, 2002 shall be deemed
                  the implementation Date.

         10.2     TERMINATION FOR MATERIAL BREACH. In the event either party
                  materially fails to perform or comply with this Agreement or
                  any provision hereof, including those set forth in the
                  Exhibits to this Agreement, and fails to remedy the default
                  within ninety (90) days after the receipt of written notice to
                  that effect, then the other party shall have the right, at its
                  sole option and upon written notice to the

                                        22

<Page>

                  defaulting party, to terminate this Agreement upon written
                  notice. Any notice of default hereunder shall be
                  prominently labeled "NOTICE OF DEFAULT," and shall be
                  delivered pursuant to Section 12.5. The rights and remedies
                  provided in this section are not exclusive and are in
                  addition to any other rights and remedies provided by law
                  or this Agreement.

         10.3     TERMINATION BY ORBITZ.  Orbitz shall have the right to
                  terminate this Agreement at any time, (i) upon notice to
                  UPSTREAM, in the event of a Chronic Failure (as described
                  in Exhibit B) or (ii) upon 9 months prior written notice to
                  in the event UPSTREAM undergoes any Change in Control which
                  results in any of the following entities having control
                  over UPSTREAM: any GDS, Sabre Inc. (including Easy Sabre
                  and Travelocity), HRN, Expedia Inc. (including
                  TraveIscape), Priceline.com Incorporated, TravelWeb.com,
                  Cendant Corporation (including TheTrip.com,
                  CheapTickets.com, and Galileo International), GetThere.com,
                  Inc., LowestFare.com, Site59.com, Inc., and any successor
                  entity to any of the foregoing.

         10.4     TERMINATION FOR CONVENIENCE. Either party may terminate this
                  Agreement upon nine (9) months' prior written notice at any
                  time after the Effective Date but prior to the date which is
                  one year prior to the end of the Term ("Termination for
                  Convenience"), with or without cause; provided, however, that
                  upon termination under this Section 10.4 (and not in the event
                  of termination for any other reason set forth elsewhere in
                  Section 10), the terminating party shall pay the other party a
                  termination fee on the effective date of such termination (the
                  "Termination Fee") as follows:

                  (a)      if notice of termination is given between the
                           Effective Date and the first anniversary of the
                           implementation Date, [***];

                  (b)      if notice of termination is given between the
                           first and second anniversaries of the
                           implementation Date, [***];

                  (c)      if notice of termination is given between the
                           second and third anniversaries of the
                           Implementation Date, [***];

                  (d)      if notice of termination is given between the
                           third and fourth anniversaries of the
                           Implementation Date, [***];

                  (e)      if notice of termination is given between the
                           fourth anniversary and the end of the Term, [***].

                           Any notice of Termination for Convenience hereunder
                           shall be prominently labeled "NOTICE OF TERMINATION
                           FOR CONVENIENCE", and shall be delivered pursuant to
                           Section 12.6.

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         10.5     TERMINATION FOR INSOLVENCY. Either party shall have the right
                  to terminate this Agreement at anytime, upon 30 days' prior
                  written notice to the other party, if such other party (a)
                  goes into voluntary or involuntary liquidation, (b) is
                  declared insolvent either in bankruptcy proceedings or other
                  legal proceedings; is or becomes party to an agreement with
                  creditors due to such party's failure or inability to pay its
                  debts as they fall due, (c) has a receiver appointed over the
                  whole or part of such party's business.

         10.6     TRANSITIONAL SERVICES. Upon any termination of this Agreement
                  by either party' regardless of the reason, UPSTREAM shall, at
                  ORBITZ's request, provide ORBITZ such transitional services as
                  are reasonably necessary to permit ORBITZ to transfer the
                  performance of the Services to ORBITZ's own personnel and/or
                  to another provider or providers, such as, by way of example,
                  the orderly delivery to ORBITZ of its database in suitable
                  form, the continuation and tapering of Services as necessary
                  to minimize disruption, training or support services, and
                  assignment of post office boxes and telephone numbers (the
                  "Transitional Services"). Once ORBITZ and UPSTREAM have
                  reached agreement on the nature and scope of Transitional
                  Services, UPSTREAM shall provide to ORBITZ an estimate of the
                  entire cost thereof. In the event that a party is in material
                  breach of this Agreement, such breaching party shall be
                  responsible for all reasonably mutually-agreed costs arising
                  out of such transition services incurred by the non-breaching
                  party, provided, however that such non-breaching party shall
                  use commercially reasonable efforts to mitigate such costs.
                  Payment for the Transitional Services provided by UPSTREAM
                  shall be made pursuant to the terms of Section 8.1 or as the
                  parties may otherwise agree in writing. Payment of any
                  outstanding amounts due pursuant to Section 8 shall continue
                  to be due pursuant to the terms of this Agreement. Upon
                  termination of this Agreement for any reason, UPSTREAM shall
                  promptly return to ORBITZ (or at ORBITZ's request, destroy)
                  any and all ORBITZ Data, Customer Information or other
                  Confidential Information of ORBITZ in UPSTREAM's possession.

         10.7     SURVIVAL.  The following provisions shall survive any
                  termination or expiration of this Agreement: 2; 4.4(iii),
                  (iv), (vii) and (ix)(B); 7; 8.1 -8.13; 9.1; 10- 12.

11.      INDEMNIFICATION AND LIMITATIONS ON LIABILITY.

         11.1     MUTUAL INDEMNITIES. Each Party agrees to indemnify, defend,
                  and hold harmless the other Party and its successors, assigns,
                  affiliates, officers, employees, and agents from and against
                  any and all claims, actions, damages, liabilities, costs and
                  expenses, including reasonable attorneys' fees and expenses,
                  arising out of any third party claim related to:

                  (a)      Any death or personal injury, or any destruction of
                           or damage to any real or tangible personal property,
                           alleged to have been caused by or on behalf of the
                           indemnifying Party or its employees or agents.

                  (b)      Any infringement of a United States letters patent, a
                           trade secret, or any copyright, trademark, service
                           mark, trade name or similar proprietary rights
                           conferred by statute, by common law, or by contract
                           alleged to have

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<Page>

                           occurred as a result of rights conveyed, materials
                           provided, or work performed by or on behalf of the
                           indemnifying Party.

         11.2     INDEMNIFICATION.

                  (a)      UPSTREAM agrees to indemnify, defend and hold
                           harmless ORBITZ and its successors, assigns,
                           affiliates, officers, employees and agents from
                           and against any and all claims, actions, damages,
                           liabilities, costs and expenses, including
                           reasonable attorneys' fees and expenses, arising
                           out of any third party claim related to (i) the
                           characterization, as a result of the conduct of
                           UPSTREAM, by any taxing authority of any employee
                           or contractor engaged by UPSTREAM to perform the
                           Services as an employee of ORBITZ for the purposes
                           of imposing upon Orbitz liability for payroll
                           taxes, (ii) the negligent, willful or intentional
                           misconduct of UPSTREAM personnel in performance of
                           the Services, (iii) any claims to the extent due
                           to violations by UPSTREAM personnel of applicable
                           laws, (iv) breach of any of UPSTREAM's
                           representations or warranties under this
                           Agreement, and (v) any Contractor Actions or any
                           breach by Contractor of the Contractor Obligations.

                  (b)      ORBITZ agrees to indemnify, defend and hold
                           harmless UPSTREAM and its successors, assigns,
                           affiliates, officers, employees and agents from
                           and against any and all claims, actions, damages,
                           liabilities, costs and expenses, including
                           reasonable attorneys' fees and expenses, arising
                           out of any third party claim related to (i)
                           willful or intentional tortuous conduct of ORBITZ
                           personnel, (ii) violations by ORBITZ of applicable
                           laws (iii) breach of any of ORBITZ's
                           representations or warranties under this
                           Agreement, (iv) UPSTREAM's use, in accordance with
                           applicable specifications or manuals, of any
                           software, equipment, information or materials
                           provided by ORBITZ, which infringe on a trademark,
                           service mark, copyright or other intellectual
                           property right of any third party and (v) ORBITZ
                           marketing materials, products or services.

         11.3     INDEMNIFICATION PROCEDURES. Any Party claiming indemnification
                  pursuant to this Agreement will give the indemnifying Party
                  prompt written notice of any matters with respect to which
                  this indemnity may apply, will give the indemnifying Party
                  full opportunity to control the response thereto and the
                  defense thereof, and will provide reasonable cooperation and
                  assistance in connection with the defense and/or settlement of
                  the claim. However, the indemnified Party may, at its own
                  expense, participate in such defense and in any settlement
                  discussions, either directly or through counsel of its choice.

         11.4     LIMITATIONS ON LIABILITY. ANY LIABILITY OF EITHER PARTY
                  ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER BASED ON
                  CONTRACT, TORT, NEGLIGENCE, INTENDED CONDUCT, STRICT
                  LIABILITY, OR OTHERWISE, WILL BE LIMITED TO THE OTHER PARTY'S
                  ACTUAL, DIRECT DAMAGES AND WILL BE SUBJECT TO THE FOLLOWING:

         11.5     EXCEPT FOR DAMAGES RESULTING FROM THE LIABLE PARTY'S GROSS
                  NEGLIGENCE, WILLFUL MISCONDUCT, OR FAILURE TO PERFORM ANY OF
                  ITS CONFIDENTIALITY, INDEMNIFICATION, OR

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                  PAYMENT OBLIGATIONS HEREUNDER, THE AMOUNT OF DAMAGES
                  RECOVERABLE AGAINST THE LIABLE PARTY FOR ALL EVENTS, ACTS,
                  AND OMISSIONS WILL NOT EXCEED, IN THE AGGREGATE, THE TOTAL
                  AMOUNT OF FEES PAID BY ORBITZ TO UPSTREAM UNDER THIS
                  AGREEMENT.

         11.6     IN NO EVENT WILL THE LIABLE PARTY BE LIABLE FOR ANY INDIRECT,
                  CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES,
                  EXCEPTING DAMAGES ARISING OUT OF (1) BREACH OF THE
                  CONFIDENTIALITY PROVISIONS HEREIN OR (U) THE LIABLE PARTY'S
                  INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS SECTION 11.

12.      MISCELLANEOUS.

         12.1     REFERENCES. Neither party shall advertise that UPSTREAM
                  provides the Services to ORBITZ or otherwise use the other
                  party's name without the express prior written consent of the
                  other party or, in any event, disclose any of the other
                  party's Confidential Information, which shall include, without
                  limitation, the terms of this Agreement, except as required by
                  law or to that party's attorneys, accountants or other
                  advisors as reasonably necessary.

         12.2     GOVERNING LAW.  This Agreement shall be governed by the
                  laws of the state of New York, without giving effect to
                  conflicts of laws principles.

         12.3     ARBITRATION. Any controversy or claim arising out of, in
                  connection with or relating to this Agreement shall be
                  resolved solely by the parties' management and according to
                  the dispute resolution procedures set forth in Exhibit E,
                  which is attached hereto and by this reference made a part
                  hereof.

         12.4     MODIFICATIONS.  This Agreement may not be modified or
                  altered in any respect, except in writing by the parties.

         12.5     ASSIGNMENT.  This Agreement will be binding upon, and inure
                  to the benefit of, the Parties and their respective
                  successors and assigns. However, (i) ORBITZ may, without
                  the prior written consent of UPSTREAM, assign or transfer
                  this Agreement, or any of its rights or obligations under
                  this Agreement, to any person or entity other than one who
                  (A) merges, consolidates, or otherwise combines with ORBITZ
                  or otherwise acquires all or substantially all of the
                  operating assets of ORBITZ, and (B) agrees or otherwise
                  becomes legally obligated to comply with and be bound by
                  the provisions of this Agreement to the same extent as
                  ORBITZ; and (ii) UPSTREAM may, without the prior written
                  consent of ORBITZ, assign or transfer this Agreement to
                  UpStream, Inc. (a wholly-owned subsidiary of UPSTREAM as of
                  the Effective Date), but only if (A) Upstream, Inc. agrees
                  or otherwise becomes legally obligated to comply with and
                  be bound by the provisions of this Agreement to the same
                  extent as UPSTREAM, (B) Upstream, Inc. offers call center
                  services similar to the Services being provided hereunder
                  in the ordinary course of its business and (C) UPSTREAM
                  guarantees to ORBITZ, in writing, every obligation and
                  liability of Upstream, Inc. to the same extent as though it
                  had been named as a party to this Agreement.

         12.6     NOTICES. Any notice required or permitted by this Agreement
                  will be deemed given (i) when delivered, if delivered by hand
                  or by facsimile (transmission

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<Page>

                  confirmed), (ii) on the next business day, if sent by
                  overnight courier service for next business day delivery,
                  or (iii) on the third business day, if sent by prepaid
                  United States mail, return receipt requested, in each case
                  to the applicable Party at the address or facsimile number
                  specified as follows: If to ORBITZ:

                           Orbitz, LLC
                           200 South Wacker Drive, 19th Floor
                           Chicago, Illinois 60606
                           Attention: President
                           Facsimile No.: 312-894-4856

                           With a copy to:

                           Orbitz, LLC
                           200 South Wacker Drive, 19th Floor
                           Chicago, Illinois 60606
                           Attention: General Counsel
                           Facsimile No.: 312-894-4856

                  If to UPSTREAM:

                           Rosenbluth International, Inc.
                           2401 Walnut Street
                           Philadelphia, PA 19103
                           Attention: President
                           Facsimile No.: 215-977-5200
                           with a copy to:

                           Rosenbluth International, Inc.
                           2401 Walnut Street
                           Philadelphia, PA 19103
                           Attention: General Counsel
                           Facsimile No.: 215-977-5200

                  Either Party may change its address or facsimile number for
                  notice purposes by giving the other Party prior written notice
                  of the new address and/or facsimile number and the date upon
                  which the change will be effective.

         12.7     FORCE MAJEURE.  Neither Party will be responsible or liable
                  for, and that Party will be excused from, any
                  non-performance or delay in the performance of any of its
                  non-monetary obligations under this Agreement if and to the
                  extent that such non-performance or delay (i) is caused by
                  an act of God, terrorist act, natural disaster, civil
                  disturbance, or any other factor beyond the control of that
                  Party, whether or not foreseeable, and (ii) could not have
                  been prevented by that Party's taking normal and customary
                  precautions. In the event that either Party is excused from
                  the performance of its obligations pursuant to this
                  Section, then that Party will use all efforts that are
                  practicable under the circumstances to resume performance
                  of its obligations as soon as feasible.

         12.8     FURTHER ASSURANCES. Each Party agrees to execute, acknowledge,
                  and deliver such further instruments and documents, and to do
                  such other acts and things, as may

                                        27

<Page>

                  be required by law or reasonably requested by the other
                  Party to carry out the full intent and purposes of this
                  Agreement.

         12.9     THIRD PARTY BENEFICIARIES.  This Agreement is for the
                  benefit of the Parties and is not intended to confer any
                  rights or benefits on any third party, including any
                  employee or creditor of either Party.

         12.10    NO WAIVER; CUMULATIVE REMEDIES. No delay on the part of either
                  Party in exercising any right, power or privilege hereunder
                  will operate as a waiver thereof. No waiver on the part of
                  either Party of any such right, power or privilege will
                  preclude any further exercise thereof or the exercise of any
                  other such right, power or privilege. All remedies provided
                  for in this Agreement shall be cumulative and in addition to
                  and not in lieu of any other remedies available to either
                  Party at law, in equity or otherwise.

         12.11    CONSTRUCTION. The Section and similar headings used in this
                  Agreement are for reference purposes only and are to be given
                  no effect in the construction or interpretation of this
                  Agreement. Any references in this Agreement to an Article,
                  Section, or Exhibit is to that Article or Section of, or that
                  Exhibit to, this Agreement, unless otherwise specified. As
                  used in this Agreement, the words "hereof" or "hereunder" or
                  other words of similar import refer to this entire Agreement
                  and not any separate portion hereof, unless otherwise
                  specified.

         12.12    SEVERABILITY. Any provision of this Agreement that is
                  prohibited or unenforceable in any jurisdiction will, as to
                  such jurisdiction, be ineffective to the extent of such
                  prohibition or unenforceability without either invalidating
                  the remaining provisions hereof, to the extent that such
                  remaining provisions are capable of substantial performance,
                  or affecting the validity or enforceability of such provision
                  in any other jurisdiction.

         12.13    COUNTERPARTS. This Agreement maybe executed in multiple
                  counterparts, each of which will be an original and all of
                  which will together constitute one single agreement between
                  the Parties.

         12.14    ENTIRE AGREEMENT. This Agreement, including the Exhibits
                  hereto, each of which is incorporated herein for all purposes,
                  constitutes the entire agreement and understanding of the
                  Parties with respect to the subject matter hereof and
                  supersedes all prior agreements and understandings, both
                  written and oral, between the Parties with respect to the
                  subject matter hereof.

IN WITNESS WHEREOF, UPSTREAM and ORBITZ have caused this Agreement to be
executed as of the Effective Date.

Rosenbluth International, Inc.                    Orbitz, LLC

By: /s/ Joseph D. Terrion                         By: /s/ Eliah Kahn
    ----------------------------------                -------------------------
Name: Joseph D. Terrion                           Name: Eliah Kahn
      --------------------------------                  -----------------------
Title: Vice President Sales, Marketing            Title: VP Customer Experience
       -------------------------------                   ----------------------

/S/ Jerome W. Johnson
--------------------------------------
Jerome W. Johnson
--------------------------------------
Senior Vice President
--------------------------------------

                                        28

<Page>
                                    EXHIBIT A

                                    SERVICES

OVERVIEW

UPSTREAM will provide outsourced customer contact center services to ORBITZ,
inclusive of effectively and satisfactorily handling inbound and outbound
customer contacts (telephone Contacts and emails), providing effective
management practices, and leading contact center technology solutions.

All services shall be provided in English. In addition, UPSTREAM shall make
available Customer Service Specialists capable of providing the Service in
Spanish, as necessary, based on anticipated demand for Spanish speaking
Customer Service Specialists of up to five percent (5%) of the total daytime
staff; 7:00 am to 7:00 pm Central Time. For all other hours, emergency services
requiring Spanish language Services shall be handled through a third-party
translation service, and other calls requiring Spanish language Services may be
handled on the following business day.

UPSTREAM will handle both inbound Tier 1 and Tier 2 call and email volumes. The
ORBITZ inbound call volume is segmented into non-complex customer service
inquiries, including website navigation, general questions about booking a
reservation, error messages they receive on the website, etc. (approximately
60% of all contacts), known as Tier 1 contacts, and more complex, airline
ticketing, hotel and rental car inquiries (approximately 40% of all contacts),
known as Tier 2 contacts.

DEFINITIONS

CUSTOMER SERVICE SPECIALIST - The general term for an UPSTREAM employee who
handles both inbound and outbound telephone Contacts and/or processes inbound
email Contacts.

TIER 1 (CUSTOMER SERVICE SPECIALIST) - Inbound ORBITZ telephone Contacts
related to general customer inquiries that do not require the Specialist to
have a travel background to effectively handle the inquiry but does require
in-depth knowledge of the ORBITZ web site, navigation techniques, business
rules, etc. Call types that are defined as Tier 1 include: General Site
Questions/Navigation, Itinerary Confirmation, Questions on ORBITZ Policies,
Pre-Booking Air Problems, Hotel Questions/Problems, Car Questions/Problems,
Seat Assignment, and other Miscellaneous Questions/Problems that may result
from using the Web Site. Tier 1 Customer Service Specialist will also respond
to email requests sent to ORBITZ.com These inquiries will be handled in the
same manner as phone Contacts with the response back through email unless the
customer requests a different mode of contact.

TIER 2 (CUSTOMER SERVICE SPECIALIST) - Inbound ORBITZ telephone Contacts
related to more complex customer inquiries that require the Specialist to have
a significant travel and GDS (`global distribution system') background to
effectively handle the inquiry. Call types that are defined as Tier 2 include:
Airline Ticket Exchange, Schedule Changes, Airline Ticket Refunds, Airline
Reservation Cancellation, Complex Airline Purchase/Booking Problems, and other
Complex Questions/Problems relating to any product ORBITZ sells on its web site
after a purchase has been made. Tier 2 representatives will also be the primary
customer service Specialist that handles ORBITZ Corporate Contacts. These are
all Contacts that will be sent over a separate 800 line and provide special
services relating to Corporate customers to be defined in future requirements
and work processes. Tier 2 Customer Service Specialist will also respond to
email requests sent to ORBITZ.com. These inquiries will be handled in the same
manner as phone Contacts with the response back through email unless the
customer requests a different mode of contact.

EXPERIENCED SPECIALISTS - Specialist with an average of 2 years of UPSTREAM
inbound contact handling experience OR an average of 3 years of customer
-facing/GDS utilizing travel agency experience.

INEXPERIENCED SPECIALIST - Specialist without the experience identified in the
definition of an Experienced Specialist.


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EMAIL PROCESSED - The completion of a response to an inbound customer email in
which the Specialist reads the content of the customer email and crafts a
custom or template response that effectively addresses the customer's initial
email request. Auto-reply email responses sent to customers are not included as
Emails Processed for billing or Service Level purposes. In addition, UPSTREAM
will use best efforts to monitor the number and types of emails that cannot be
delivered to customers due to bad email addresses. These in cases where emails
contain critical information such as schedule changes, purchase confirmations,
account change notifications, travel alert documentation or cancellation
requests, UPSTREAM will evaluate and attempt to call the customer if a phone
number exists in their file. The Specialist will they attempt to obtain the
proper email address from the customer in order to update the customer record
and resend the email.

TERMS

The all-inclusive pricing, identified in the Pricing Section of this contract
includes all costs associated with delivering customer service to the service
levels identified in the Service Level Agreement.

2.       Team Leaders shall be hired and assigned full-time to the ORBITZ
         Program on a 15:1 ratio. This means for every 15 Specialists approved
         and assigned to the ORBITZ program, one full-tune dedicated Team
         Leader shall be assigned. This Team Leader shall be an experienced
         individual as defined above. The Team Leader Role will be to
         manage Tier 1 or 2 Customer Service Specialists, provide scheduling
         assistance, be available to answer process and procedure questions,
         monitor Contacts and act as an escalation for customers who have
         complaints or issues regarding the service they received. Team
         Leaders are defined as `Key Personnel' in the Agreement for
         Services and the requirements for filling such Team Leader roles
         shall be mutually agreed upon by the parties and the actual
         employees to serve as Team Leaders will be mutually agreed upon by
         the parties prior to being assigned to the ORBITZ Program. Team
         Leader level or above staff shall be on-duty to cover every
         shift,-including overnight, weekend and holiday shifts at each of
         the contact center locations in which the ORBITZ Program is served.

         Quality Assurance Coaches (`QAC') shall be hired and assigned full-time
         to the ORBITZ Program on a 15:1 ratio for Inexperienced Specialists and
         30:1 for Experienced Specialists. QAC Roles included monitoring
         Contacts and providing direct feedback to Tier 1 and 2 Customer Service
         Specialist. They will also be responsible for consistency between the
         sites, act as a measure for overall quality and provide reports
         detailed accuracy of Contacts handled. QACs are defined as `Key
         Personnel' in the Agreement for Services and the requirements for
         filling such QAC roles shall be mutually agreed upon by the parties and
         the actual employees to serve as QACs will be mutually agreed upon by
         the parties, prior to being assigned to the ORBITZ Program. At least
         two (2) QAC's shall be designated and assigned full-time to the quality
         assurance monitoring of up to 30 Email Specialists.

4.       Attrition Training

         i.       UPSTREAM will provide ORBITZ a monthly Headcount/Attrition
                  report

         ii.      UPSTREAM shall be solely responsible for the training and
                  other costs associated with replacing Specialists who have
                  left the ORBITZ Program for any of the following reasons:
                  resignation, termination, transfer to another program,
                  promotion, demotion, or retirement.

         iii.     Attrition Training Cost consists of new hire training costs,
                  including the hourly agent-training wage, trainer expense,
                  materials, Specialist nesting costs, or any other related
                  cost.

5.       Coaching/On-Floor Training

         i.       Specialist coaching and on-floor training will be conducted by
                  Team Leaders, QAC's, Trainers, or other management as needed
                  to ensure high-quality of customer service and to ensure that
                  Specialists understand ORBITZ policies, procedures, and
                  contact handling workflows.

         ii.      UPSTREAM shall bear the cost of all Specialist coaching and
                  on-floor training.


                                      30
<Page>

         iii.     Coaching/On-Floor Training time shall be recorded by each
                  Specialist by tracking time via AUX code of the ACD.

6.       UPSTREAM shall be responsible for all costs associated with recruiting,
         hiring, employee screening, and other related activities.

7.       ORBITZ will require each candidate for hire to achieve a reasonable
         proficiency level acceptable to Orbitz on the ORBITZ certification test
         prior to taking calls. This test will be created and approved by ORBITZ
         and may be edited based on UPSTREAM HR feedback and as additional
         hiring experience is obtained.

8.       ORBITZ may have two (2) full-time ORBITZ-employees on-site in each of
         the UPSTREAM contact center locations. These employees will be provided
         permanent work spaces within the UPSTREAM locations in which to work.
         These spaces for both these employees will be provided a networked PC
         with standard software, a telephone with DID, and access to a printer
         and fax.

9.       ORBITZ shall have full-time dedicated UPSTREAM Trainers who will be
         responsible for the development of the Specialists training curriculum
         (both formal classroom and coaching/on-floor training) as well as the
         continuous focus on improving customer service quality and minimizing
         handle time. The Trainers are defined as `Key Personnel' in the
         Agreement for Services and the requirements for filling such Trainer
         roles shall be mutually agreed upon by the parties and the actual
         employees to serve as Trainers will be mutually agreed upon by the
         parties, prior to being assigned to the ORBITZ Program. ORBITZ may
         determine at any time and for any reason to elect to have a new Trainer
         assigned to the ORBITZ program.

10.      All Team Leaders, QACs, Trainers, and management are required to attend
         ORBITZ training. At the discretion of ORBITZ, ORBITZ may require Team
         Leaders, QAC's Trainers, or other management involved in the ORBITZ
         program top the ORBITZ Certification Test prior to involvement on the
         ORBITZ program. All non-Specialist training costs are considered
         included in the all-inclusive pricing identified in 1.3. above. It is
         expected that Team Leaders, QAC's, Trainers and other UPSTREAM
         management would be required to complete additional standard UPSTREAM
         training related to their position prior to involvement on the ORBITZ
         program.

11.      New Hire Training Curriculum Lengths

                  New Hire Tier l:          4 to 5 weeks
                  New Hire Tier 2:          2 to 3 weeks
                  Tier 1 to Tier 2 Conversion:       2 to 4 weeks

                  GDS Conversion Training:           1 week

12.      Nesting Requirements - UPSTREAM shall follow the Nesting process for
         all new Specialists as defined in the ORBITZ Nesting Requirements
         document, dated July 2001. The Nesting process is subject to revision
         and will require mutual approval by ORBITZ and UPSTREAM. The parties
         shall mutually define the Nesting Requirements prior to the end of the
         Implementation Period.

13.      UPSTREAM shall dedicate a portion of the QAC team to the inbound phone
         quality monitoring and a portion to email quality monitoring, dependent
         on the phone/email ratio.

14.      Inbound phone and Email QAC's shall perform at least a 1% review of
         all contacts made to the operation and develop quality scorecards based
         on this volume ongoing.

15.      The QAC teams shall continue to populate the Contact Driver database
         for the tracking of call types as defined by the ORBITZ Feedback Loop
         Process definition. The parties will mutually define a Feedback Loop
         Process prior to the end of the Implementation Period.


                                      31
<Page>

16.      UPSTREAM shall provide ORBITZ with the Avaya and/or ICM hardware and
         software (i.e. CentreVu) necessary to provide ORBITZ with a real-time
         view into the combined Customer Service Center's contact activity,
         including contacts in queue, abandonment rate, average handle time,
         etc.

17.      UPSTREAM shall provide ORBITZ connectivity to UPSTREAM's data network
         to enable the real-time view of email history and in queue via the Kana
         platform.

18.      UPSTREAM shall provide the following management reports with the
         frequency identified below (See Attachment X-Y) for sample report.
         ORBITZ requires these reports be available via web-based access and
         those designated as "a" - "d" below must be on a real time basis. Those
         reports designated as "e" through "1" below will be defined by the
         parties during the Implementation Period.

         a.    1/2 interval Reporting for Combined Operations
               (Daily/Weekly/Monthly) -- as requested
         b.    ORBITZ 7-Day Rolling Report
         c.    IVR/ACD integrated report (VDN reporting)
         d.    Email Reporting (basic Kana reports)
         e.    Agent Scorecard-combined, by center, by Team Lead
         f.    Team Lead Scorecard-combined, by center
         g.    QA Report-Phone
         h.    QA Report-Email
         i.    Attrition Report
               Headcount Report
         k.    Training Reports
               Any reports required to measure Service Levels identified in
               Section Y

20.      TECHNOLOGY OVERVIEW FOR THE FACILITIES:

                  COMPUTER AND PHONE SYSTEMS. UPSTREAM will provide all of its
personnel providing Services hereunder with a desktop with Gateway E-3600 with
19" monitors, 1.6 ghz processor, 256 mb RAM, 20 gb bard drive, CD-ROM 20x,
Windows 2000, Ethernet Adaptor and speakers or at least comparable desktops.
UPSTREAM will provide industry standard, commercial grade phone systems using an
Avaya Definity Enterprise Communications Server, Model G3si Versions 6,8 & 9.
The system will allow for digital voice communications switch for processing and
reporting on telephone calls and/or data communications in addition to a feature
rich system including an ACD and an adjunct CMS for reporting. Additionally, not
later than the conclusion of the Implementation Period, UPSTREAM will equip the
desktops with remote monitoring and recording capabilities of both calls and
data for quality control purposes, joint monitoring and calibration.

                  Within 60 days of the conclusion of the Implementation Period,
UPSTREAM will equip the desktops with workforce management for the purposes of
organizational management, robust forecast and scheduling, strategic planning,
and capacity planning to drive cost effectiveness and workforce optimization.

                  21.   IMPLEMENTATION OBLIGATIONS. UPSTREAM will hire and train
UPSTREAM personnel, program the ACD and take all such other actions necessary to
enable UPSTREAM to fulfill its obligations under the Project Plan, which may be
modified from time-to-time upon mutual agreement of the parties.

                  22.   POLICIES AND PROCEDURES GUIDE. UPSTREAM shall create
the Policies and Procedures Guide as set forth in Section 5.15 and shall
perform the Services pursuant thereto. Each of the activities to be taken by
UPSTREAM or its agents in performance of the Services, as described in the
Policies and Procedures Guide shall be included in the definition of "Services."

TECHNOLOGY OVERVIEW OF UPSTREAM CUSTOMER CARE CENTER

Switch                             Lucent G3 vr x


                                      32
<Page>

Intelligent Call Routing           Cisco ICM v. y

CTI                                Cisco CTI

WorkForce Management               Blue Pumpkin (or TBD)

                                   Implementation Date: By end of
                                   Implementation Period per contract

Digital Contact Recording          Nice (or TBD)

                                   Implementation Date: By end of
                                   Implementation Period per contract

Desktop                            Intel Pentium IV (1.2 ghz), 128 mb
                                   RAM, 40 gb hdd, 3.5" 1.44 floppy disk
                                   drive, 10/100 NIC card, 17" monitor,
                                   WIN 2000 pre-loaded

TELECOMMUNICATION TERMS

ACD:  Automatic Call Distribution.  A queue for holding Contacts until an agent
is free to service them.  Typically plays music on hold and marketing messages
to the caller.

ANT:  Automatic Number Identification. The telephone number of the phone that
the caller dialed from.  This is similar to caller ID, but does not include the
name.

AUTOMATED ATTENDANT:  An automated system that answers the phone and provides
the caller with options (press one for this, press two for that).

B-CHANNEL:  A segment of an ISDN line that carries one voice call.

D-CHANNEL:  A segment of an ISDN line that sends data such as the ANT to the
PBX and is used for call control.

BRI:  Basic Rate Interface.  An ISDN line that supports 2 B-channels and one
D-channel CTI: Computer Telephony Integration.  The merging or convergence of
computer applications and telephony technologies.

CO:  Central Office. Typically referrers to the main telephone company
equipment location for a certain area.

DNIS:  Dialed Number Identification Service.  The number the caller dialed.

DTMF:  Dual Tone Multi Frequency: is the signal to the phone company that you
generate when you press an ordinary telephones touch keys.

ICM: Intelligent Contact Management Cisco software that connects telephony
networks and components (PBXs and ACDs) with backend databases and applications
in order to allow advanced call routing capabilities.

IVR:  Interactive Voice Response. This is a more advanced system than an
Automated Attendant.  It enables a caller to do more complex actions such as
account balance lookups based on the user imputing information via voice or
touch tone.

ISDN: Integrated Services Digital Network#  A protocol for carrying voice and
data over digital lines.

ORBITZ AGENT DESKTOP:  Formally known as K-Term.  This is an enhanced k-term
application that includes workflows, caller history and multiple GDS access.


                                      33
<Page>

PBX:  Private Branch Exchange. A telephone exchange particular to a private
organization.

PG:  Peripheral Gateway. A device that translates request between an ICM and
its connected peripherals.

PRI:  Primary Rate Interface. An ISDN line that supports 23 B-channels and one
D-channel.

TTS:  Text to Speech. Computer generated speech that is read from a text-based
document.

UUI:  User to User Information. A way to pass information over the D-channel of
an ISDN line.

UUID:  Unique User Identifier.  A TellME specific identifier assigned uniquely
to each call.

VDN: Vector Defined Network. An alternate way to dial a number.

VPN:  Virtual Private Network. A term used when encrypting data between two
points and transporting that data over the public Internet.

VXML:  VoiceXML. An industry standard markup for voice enabling applications.

IF UPSTREAM DECIDES, IN ITS REASONABLE DISCRETION, TO CHANGE ANY OF THE
FOREGOING TECHNOLOGY USED BY UPSTREAM IN PERFORMANCE OF THE SERVICES, AND SUCH
CHANGE RESULTS IN ADDITIONAL CHARGES TO ORBITZ RELATED TO SUCH TECHNOLOGY,
UPSTREAM SHALL BE RESPONSIBLE FOR ALL SUCH CHARGES.

23.   UPSTREAM and ORBITZ shall work together in good faith to mutually agree
upon modified standards and procedures for conducting criminal background
checks by May 15, 2002, at which time all UPSTREAM employees hired thereafter
and employed on the Orbitz account shall meet the agreed-upon background check
standards. In the event that UPSTREAM becomes aware that an UPSTREAM employee
assigned to the ORBITZ account is subsequently convicted of a criminal felony
or material misdemeanor, UPSTREAM shall remove that employee from the ORBITZ
account.

24.   ORBITZ shall have the right to demand that UPSTREAM remove from the
Orbitz account any employee providing Services, and UPSTREAM shall remove such
employee from the Orbitz account, in the event such employee has acted
unprofessionally in performance of the Services. Further, the Policies and
Procedures Guide will include expected conduct and required action for
unprofessional performance of the Services.


                                      34
<Page>

                                    EXHIBIT B

                           SERVICE LEVEL REQUIREMENTS

1.       SERVICE LEVEL: TELEPHONE CONTACT RESPONSE TIME

         Minimum Service Level Requirement: UPSTREAM must achieve an Average
         Speed of Answer of [***] seconds or less ("ASA") to satisfy this
         Service Level; provided, however, that if the Ticket Transactions
         projected in the Monthly Forecast for the most immediate month to which
         such Forecast applies (e.g. for the Monthly Forecast provided on August
         1, the most immediate month would be August) is exceeded, the Required
         Percentage shall be adjusted as follows:

<Table>
<Caption>
         Forecast Exceeded by:              ASA:
      <S>                                <C>
         [***]%                             [***]
         [***]%                             [***]
         [***]%                             [***]
         [***]%                             [***]
</Table>
         * In the event the Forecast is exceeded by more than [***]%, UPSTREAM
         shall use commercially reasonable efforts achieve an ASA of at least
         [***] seconds, but any failure to do so will not result in any Service
         Level Credits or in material breach of this Agreement.

         For purposes of this Service Level Requirement: "Average Speed of
         Answer" means the average delay of all calls; it is total Delay divided
         by total number of Contacts. "Delay" means the time a caller spends in
         queue, waiting for an UPSTREAM agent to become available.

         Service Level Bonus: the ASA for telephone based Contacts is:

                  (i)      within [***] seconds or less, UPSTREAM will be
                           entitled to a bonus of [***];

                  (ii)     within [***] seconds or less, UPSTREAM will be
                           entitled to a bonus of [***];

                  (iii)    within [***] seconds or less, UPSTREAM will be
                           entitled to a bonus of [***]

         Service Level Credit: If the ASA for telephone based Contacts is:

                  (i)      [***] seconds, ORBITZ shall be entitled to a Service
                           Level Credit of [***];

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                  (ii)     [***] seconds, ORBITZ shall be entitled to a Service
                           Level Credit of [***];

                  (iii)    [***] seconds or more, ORBITZ shall be entitled to a
                           Service Level Credit of [***]

                  Notwithstanding the foregoing, for a period of [***] months
                  commencing on the Implementation Date, UPSTREAM shall not be
                  entitled to any Service Level Bonuses and ORBITZ shall not be
                  entitled to any Service Level Credits pursuant to this Section
                  1. At the end of such [***] month period, the parties will
                  mutually determine any necessary adjustments to this Service
                  Level Requirement; provided that if the parties cannot
                  mutually agree upon any necessary adjustments prior to the end
                  of such [***] months period, then the Service Level
                  Requirement and subsequent revised bonus and credits, shall
                  apply to UPSTREAM's performance with respect to telephone
                  Contact response time.

2.       SERVICE LEVEL: TELEPHONE CONTACT HANDLED ACCURACY

         Minimum Service Level Requirement: UPSTREAM shall monitor at least
         [***]% of telephone-based Contacts and evaluate each Contact Handled
         for the accuracy of the information provided to the customer, which
         evaluation shall be conducted in accordance with the QA Scoresheet,
         which sets forth metrics and performance goals to be achieved by each
         agent. UPSTREAM shall submit a QA Scoresheet to ORBITZ as soon as
         reasonably practicable, and the parties agree to use commercially
         reasonable efforts to agree upon a final QA Scoresheet no later than
         the end of the Implementation Period. The final version of the QA
         Scoresheet will be incorporated by reference herein and attached to
         this Exhibit B as Schedule 1. The monitoring and evaluation of the
         UPSTREAM agents shall be done by the appropriate UPSTREAM quality
         assurance personnel; provided, however that ORBITZ reserves the right
         to use its own personnel or contractors to participate in or perform
         such monitoring and evaluations. At least twice per month, the parties
         shall meet and jointly review the evaluations. UPSTREAM shall report
         the average agent accuracy based on the monitoring and evaluation (the
         "Accuracy Percentage") to ORBITZ. An Accuracy Percentage of [***]%
         shall satisfy' this Service Level.



         Service Level Bonus: If the Accuracy Percentage is

                  (i)     [***]%, UPSTREAM will be entitled to a bonus of [***];
                  (ii)    [***]%, UPSTREAM will be entitled to a bonus of [***];
                  (iii)   [***]%, UPSTREAM will be entitled to a bonus of [***]

         Service Level Credit: If the Accuracy Percentage is

                  (i)     [***]% ORBITZ shall be entitled to a Service Level
                          Credit of [***];

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                                      36
<Page>

                  (ii)    [***]%, ORBITZ shall be entitled to a Service Level
                          Credit of [***];

                          [***]% or less, ORBITZ shall be entitled to a Service
                          Level Credit of [***]

3.       SERVICE LEVEL: EMAIL RESPONSE TIME

         Minimum Service Level Requirement: UPSTREAM shall provide an
         auto-response to every email-based Contact within 30 minutes. On
         average [***]% of all email-based Contacts must result in a Contact
         Handled within [***] hours of the initiation of the Contact (the "Time
         Requirement"); provided, however, that if the Ticket Transactions
         projected in the Monthly Forecast for the most immediate month to which
         such Forecast applies (e.g. for the Monthly Forecast provided on July
         31, the most immediate month would be August) is exceeded, the Time
         Requirement shall be adjusted as follows:
<Table>
<Caption>
         Forecast Exceeded by:                Time Requirement:
        <S>                                  <C>
         [***]%                               [***] hours [***] minutes
         [***]%                               [***] hours [***] minutes
         [***]%                               [***] hours [***] minutes
         [***]%                               [***]
</Table>
         In the event the Forecast is exceeded by more than 10%, UPSTREAM shall
         use commercially reasonable efforts to respond to all email-based
         Contacts within 4 hours 45 minutes, but any failure to do so will not
         result in any Service Level Credits or in material breach of this
         Agreement.

         Service Level Bonus: if within the Time Requirement, the Contact
         results in a Contact Handled:

                  (i)     [***]% of the time, UPSTREAM will be entitled to
                          bonus of [***];

                  (ii)    [***]% of the time, UPSTREAM will be entitled to a
                          bonus of [***];

                  (iii)   [***]% of the time or more, UPSTREAM will be
                          entitled to a bonus of [***]

         Service Level Credit: if within the Time Requirement, the Contact
         results in a Contact Handled less than [***]% of the time, ORBITZ shall
         be entitled to a Service Level Credit of [***]% of the Transaction Fees
         multiplied [***]%.

4.       SERVICE LEVEL: EMAIL CONTACT HANDLED ACCURACY

         Minimum Service Level Requirement: UPSTREAM shall monitor at least
         [***]% of email-based Contacts and evaluate each Contact Handled for
         the accuracy of the

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         information provided to the customer, which evaluation shall be
         conducted in accordance with the QA Scoresheet, which sets forth
         metrics and performance goals to be achieved by each agent. UPSTREAM
         shall submit a QA Scoresheet to ORBITZ as soon as reasonably
         practicable, and the parties agree to use commercially reasonable
         efforts to agree upon a final QA Scoresheet no later than the end of
         the Implementation Period. The final version of the QA Scoresheet
         will be incorporated by reference herein and attached to this Exhibit
         B as Schedule 1. The monitoring and evaluation of the UPSTREAM agents
         shall be done by the appropriate UPSTREAM quality assurance
         personnel; provided, however that ORBITZ reserves the right to use
         its own personnel or contractors to participate in or perform such
         monitoring and evaluations. At least once per month, the parties
         shall meet and jointly review the evaluations. UPSTREAM shall report
         the average agent accuracy based on the monitoring and evaluation
         (the "Accuracy Percentage") to ORBITZ. An Accuracy Percentage of [***]
         % shall satisfy this Service Level.

Service Level Bonus: If the Accuracy Percentage is

         (i)      [***]%, UPSTREAM will be entitled to a bonus of [***];

         (ii)     [***]%, UPSTREAM will be entitled to a bonus of [***];

         (iii)    [***]%, UPSTREAM will be entitled to a bonus of [***]

Service Level Credit: If the Accuracy Percentage is

         (i)      [***]%, ORBITZ shall be entitled to a Service Level Credit of
                  [***];

         (ii)     [***]%, ORBITZ shall be entitled to a Service Level Credit of
                  [***];

         (iii)    [***]% or less, ORBITZ shall be entitled to a Service Level
                  Credit of [***]

5.       SERVICE LEVEL: SYSTEMS AVAILABILITY

         Minimum Service Level Requirement: UPSTREAM shall be responsible for
         making the pieces of the UPSTREAM Systems (including hardware, software
         middleware, and firmware) available at [***]% over 365 days/year, 7
         days/week, and 24 hours/day, measured on a monthly basis. Monthly
         System Availability means, for each calendar month, the percentage
         obtained by dividing (i) the aggregate time that the UPSTREAM System is
         available to ORBITZ customers during that month, by (ii) the total time
         during that month less any Scheduled Downtime during that month and any
         time during that month that the UPSTREAM System was not available as a
         result of unplanned telecommunication outages or other causes outside
         of UPSTREAM's control. For those pieces of the UPSTREAM Systems, which
         UPSTREAM does not control UPSTREAM shall use commercially reasonable
         efforts to work with UPSTREAM's vendors to

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         achieve an overall availability of [***]% over 365 days/year,
         7 days/week, and 24 hours/day. This covers all unscheduled Systems
         outage as well as any scheduled outage (including scheduled
         downtime/maintenance as described below.

         Service Level Credit: In the event that the Monthly System Availability
         of the UPSTREAM System is less than [***]% during any calendar month
         during the Term of this Agreement, ORBITZ shall be entitled to a
         Service Level Credit determined in accordance with the following:
<Table>
<Caption>
         MONTHLY SYSTEM AVAILABILITY             SERVICE LEVEL CREDIT
         ---------------------------             --------------------
        <S>                                     <C>
         [***]% - [***]%                         [***]
         [***]% - [***]%                         [***]
         [***]%                                  [***]
</Table>
6.       TERMINATION FOR CHRONIC FAILURE

         If ORBITZ is entitled to [***] or more Service Level Credits at the
         [***]% level over any rolling four (4) month period, ORBITZ shall have
         the right, without financial penalty, to terminate the entire Agreement
         pursuant to Section 10.3 of the Agreement.

7.       In addition to the Service Level Requirements and Chronic Failure
         provisions set forth above, with respect to UPSTREAM Systems
         availability, the following additional obligations and procedures shall
         apply:

I.       SYSTEMS AVAILABILITY AS SEEN BY THE ORBITZ SUBSCRIBER

SCHEDULED DOWNTIME/MAINTENANCE

It is expected that occasional downtime will be required to maintain and enhance
the Systems. This downtime must be scheduled and ORBITZ shall be notified at
least 24 hours in advance and be performed between the hours of 2:00 AM and 5:00
AM Eastern Time and limited to a maximum of 2.5 hours per month. UPSTREAM shall
make commercial reasonable efforts to notify ORBITZ of this downtime 48 hours in
advance. If UPSTREAM's required work time exceeds the above maintenance window,
then three days notification to ORBITZ is required.

NOTIFICATIONS/ALERTS TO ORBITZ

During the course of normal operations, service impairments (e.g. slow response,
partial service outage) may occur. UPSTREAM will notify the ORBITZ Network
Operations Center (NOC) of any UPSTREAM-observed high and medium (as defined in
table below) impairments immediately, so that joint investigation and trouble
determination may occur. Telephone notification to [***] as well as electronic
mail to [***] is required. Details of the impairment

--------------------
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       the Commission. Confidential treatment has been requested with
                       respect to the omitted portions.

                                      39
<Page>

should be provided (e.g. service affected, extent of impairment, contact for
joint troubleshooting, etc.).

UPSTREAM is responsible for 365 x 7 x 24 monitoring of the operation of the
systems and taking immediate action to resolve any UPSTREAM systems issues.
UPSTREAM shall provide a written root cause analysis of all unscheduled outages
within 2 working days.

II.      TROUBLE IDENTIFICATION AND RESOLUTION PROCESS

GOAL OF THE TROUBLE IDENTIFICATION AND RESOLUTION PROCESS

The goal of the trouble identification and resolution process is to resolve all
service problems, which impact the customer experience (a) before they are seen
by a subscriber or (b) as quickly and efficiently as possible once reported by a
subscriber. To this end, monitoring and surveillance as well as troubleshooting
and issue determination and analysis is key to success. Coordination of
activities between ORBITZ and UPSTREAM is essential in many cases.

PRIORITY ASSIGNMENTS AND RESOLUTION INTERVALS

To ensure a concerted, coordinated, resolution effort (as applicable), agreement
on the priority and the target resolution interval is needed. The following
tables list this framework.

<Table>
<Caption>
------------------------- ----------------------------------------------------------------------------------------
Priority                  Criteria and Examples
------------------------- ----------------------------------------------------------------------------------------
<S>                       <C>
High                      CRITERIA:
                          o    Problem has been assessed/verified by UPSTREAM.
                          o    The systems are significantly not delivering
                               expected value to a significant subscriber base.
                               A systemic issue is judged to be the cause of the
                               service interruption.
                          o    UPSTREAM supplied administration tools are not available or operational.
                               Customer status and configuration issues cannot be resolved
                          Examples:
                          o    Systems are not accessible by End User
------------------------- ----------------------------------------------------------------------------------------
------------------------- ----------------------------------------------------------------------------------------
Medium                    CRITERIA:
                          o    Problem has been assessed/verified by UPSTREAM
                          o    Obvious and significant service degradation to
                               previously experienced UPSTREAM systems
                               performance.
                          o    Flaw in administration tool that is causing
                               significant loss of functionality and no clear
                               workaround is immediately available.
                          Examples:
                          o    End User is unable to complete an e-mail transaction
------------------------- ----------------------------------------------------------------------------------------
------------------------- ----------------------------------------------------------------------------------------
Low                       CRITERIA:
                          o    Problem has been assessed/verified by UPSTREAM


                                      40
<Page>

------------------------- ----------------------------------------------------------------------------------------
Priority                  Criteria and Examples
------------------------- ----------------------------------------------------------------------------------------
                          o    Problem with the UPSTREAM systems t hat is inconvenient but
                               can be worked around with minimal disruption to the subscriber's
                               activity and results in minimal usage reduction.
                          Examples:
                          o    UPSTREAM systems response time is significantly less than expected
------------------------- ----------------------------------------------------------------------------------------
</Table>

<Table>
<Caption>
----------------- ------------------------------ ----------------------- ---------------------- ----------------------------
Priority          Initial Response               Update Interval         Resolution Goal        Resource Hours
----------------- ------------------------------ ----------------------- ---------------------- ----------------------------
<S>               <C>                            <C>                     <C>                    <C>
High              [***] minutes or less          Every [***] minutes     [***] hours            24 x 7 x 365
----------------- ------------------------------ ----------------------- ---------------------- ----------------------------
Medium            [***] minutes or less          Every [***]             [***] hours            24 x 7 x 365
----------------- ------------------------------ ----------------------- ---------------------- ----------------------------
Low               [***] business days or less    [***]                   [***] days             8:30 AM - 5 PM, Mon-Fri;
                                                                                                non-holidays
----------------- ------------------------------ ----------------------- ---------------------- ----------------------------
</Table>

MANAGEMENT NOTIFICATION PROTOCOL

If trouble resolution goals are exceeded, the ORBITZ NOC will provide advisories
to ORBITZ's Senior Management as outlined below. It is expected that UPSTREAM
will implement a similar notification process to their management team. This
will allow maximum situational awareness of key issues and allow coordinated
communications and, as applicable, resolution efforts.

ORBITZ Notification Protocol

<Table>
<Caption>
------------------------------- ---------------------------- ---------------------------- ----------------------------
Priority                        Resolution Goal Exceeded     2x Resolution Goal Exceeded  3x Resolution Goal Exceeded
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <C>
High                            Director of Operations       CIO                          CIO
------------------------------- ---------------------------- ---------------------------- ----------------------------
Medium                          Director of Operations       CIO                          CIO
------------------------------- ---------------------------- ---------------------------- ----------------------------
Low                             Director of Operations       CIO                          CIO
------------------------------- ---------------------------- ---------------------------- ----------------------------
</Table>

UPSTREAM Notification Protocol (UPSTREAM contacts to be supplied)

<Table>
<Caption>
------------------------------- ---------------------------- ---------------------------- ----------------------------
Priority                        Resolution Goal Exceeded     2x Resolution Goal Exceeded  3x Resolution Goal Exceeded
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <C>
High                            Director Technical           Director Technical           Chief Information Officer
                                Operations                   Operations
------------------------------- ---------------------------- ---------------------------- ----------------------------

--------------------
*** Certain information on this page has been omitted and filed separately with
       the Commission. Confidential treatment has been requested with
                       respect to the omitted portions.

                                      41
<Page>
------------------------------- ---------------------------- ---------------------------- ----------------------------
Priority                        Resolution Goal Exceeded     2x Resolution Goal Exceeded  3x Resolution Goal Exceeded
------------------------------- ---------------------------- ---------------------------- ----------------------------
Medium                          Director Technical           Director Technical           Chief Information Officer
                                Operations                   Operations
------------------------------- ---------------------------- ---------------------------- ----------------------------
Low                             Director Technical           Director Technical           Chief Information Officer
                                Operations                   Operations
------------------------------- ---------------------------- ---------------------------- ----------------------------
</Table>

ORBITZ/UPSTREAM Escalation Contact Information

The following table lists the points of contact for consultation and escalation
of identified issues between UPSTREAM Care and Operations and ORBITZ Care and
Operations. All ORBITZ calls will be handled on a 365 x 7 x 24 basis.

                       ORBITZ CONTACTS (FOR UPSTREAM USE)
<Table>
<Caption>
------------------------------- ---------------------------- ---------------------------- ----------------------------
Call Types                      ORBITZ Department            ORBITZ Phone Numbers to Use  Hours of Operation
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <C>
Customer Issues                 NOC                          [***]                        7 x 24
------------------------------- ---------------------------- ---------------------------- ----------------------------
Operational Issues              NOC                          [***]                        7 x 24
------------------------------- ---------------------------- ---------------------------- ----------------------------
</Table>

                       UPSTREAM CONTACTS (FOR ORBITZ USE)
<Table>
<Caption>
----------------------------- --------------------------------- --------------------------- ----------------------------
         Call Types                 UPSTREAM Department         UPSTREAM Phone Numbers to       Hours of Operation
                                                                           Use
----------------------------- --------------------------------- --------------------------- ----------------------------
<S>                           <C>                               <C>                         <C>
Customer Issues               UPSTREAM Customer Care            [***]                       7 x 24
----------------------------- --------------------------------- --------------------------- ----------------------------
Operational Issues            NOC/Telecommunications Data       [***]                       7 x 24
                              Communications
----------------------------- --------------------------------- --------------------------- ----------------------------
Operational Issues            System Operations (Kana, Web      [***]                       5 x 24 M - F
                              Reporting)                                                    After Hours
----------------------------- --------------------------------- --------------------------- ----------------------------
Operational Issues            GM of Data                        [***]                       8:30 am - 5 pm M-F;
                              Communications/Systems Ops                                    After Hours
                              Director of                                                   8:30 am - 5 pm
                              NOC/Telecommunications                                        After Hours
----------------------------- --------------------------------- --------------------------- ----------------------------
</Table>

III.     OPEN ISSUES LIST AND REPORTING

There are two types of UPSTREAM reporting that will be require& operational and
customer care.

--------------------
*** Certain information on this page has been omitted and filed separately with
       the Commission. Confidential treatment has been requested with
                       respect to the omitted portions.

                                      42
<Page>

OPERATION REPORTING

UPSTREAM will provide reports to ORBITZ's NOC on the status of all customer
experience impacting issues on a daily basis.

                                  CUSTOMER CARE

UPSTREAM will provide reports to ORBITZ summarizing Customer Care Issues on a
daily basis.

                                     REVIEW

UPSTREAM and ORBITZ agree to review reports and the parties' performance under
this SLA. Meetings shall occur upon agreement of the parties or can be
requested by either party, in case of performance issues of the other party.
Notwithstanding the foregoing, UPSTREAM and ORBITZ agree to review 30 days
prior to contract renewal their performance under this SLA.

IV.      SYSTEMS PERFORMANCE VALIDATION AND CHANGE CONTROL

OBJECTIVES OF THE SYSTEMS PERFORMANCE VALIDATION AND CHANGE CONTROL PROCESS

The objectives of the Systems Performance Validation and Change Control Process
are, in general, to assure that the Up|Stream Systems meets, and continues to
meet, reasonable and appropriate customer expectation for performance and
functionality. This process defines the series of sub-processes suggested to
assure Up|Stream Systems performance and system-level compatibility throughout
the Systems and supporting systems life cycle. These sub-processes and the
associated responsibilities are discussed below.

CHANGE NOTIFICATION

Orbitz will be notified of all planned Systems, communications and
hosting/platform related changes, maintenance and upgrades to the Up|Stream
Wireless Site. Notification will be made by means of a mutually agreed format
and single point of contact thirty (30) days prior to the change. Where
notification cannot be made in the requisite time frame, notification will be
made at the earliest possible date. Orbitz will provide change control
information to Up|Stream in advance of changes and by means of a mutually
agreed format and venue. This will allow Orbitz and Up|Stream to complete
analysis and testing, if required, to confirm continued Up|Stream systems
availability.

SYSTEMS VALIDATION & VERIFICATION

The goal of the SV&V process is to capture and/or quantify functional and
performance issues and/or metrics related to an integrated Systems or service
offering prior to commercial launch or cutover related to the Orbitz Internet
Service. Qualifying activities include:

o        Systems not previously available to subscribers with ORBITZ's general
         service offerings,

o        Major software releases/upgrades associated with Systems actively
         available as a part of ORBITZ's general service offering,

o        Major point releases/upgrades associated with Systems actively
         available as a part of ORBITZ's general service offering,

o        Major bug fixes or patches to be applied to Systems actively available
         through the Orbitz Internet Service, any upgrades or modifications to
         the Systems hardware or software platform as available through the
         foregoing, and


                                      43
<Page>

The information captured during the testing stage of this process shall be
Up|Stream Confidential Information and, may be disseminated to the various
responsible constituencies within Orbitz for the general purposes of Care and
Network Planning. Orbitz and Up|Stream will cooperate to assure that testing
occurs on a release version of the applicable software, platform, and
communications environment prior to commercial release or cutover.

SYSTEMS/DEPLOYMENT VALIDATION

The deployment of all planned Systems activities related to the types of
changes identified in this section will be managed through deployment and
validated for commercial use through the Orbitz Internet Service through a
mutually agreed process. (The agreed to process may change in detail and
complexity according to the type of deployment involved e.g.: WAN connectivity
versus major software release/upgrade.) To the extent feasible the deployment
process will include:

o        A deployment plan designed, if applicable, to minimize if not mitigate
         any impact on ORBITZ's subscribers and defining each major milestone,
         dependency and activity owner, and include:

         o       An estimate of the duration of any associated outage,

         o       An estimate and description of the impact to ORBITZ's
                 subscribers,

         o       A jointly developed test plan validating commercial readiness,

         A back-out strategy providing for a return to the previous release,
         configuration, or platform in the event of unacceptable performance or
         functionality issues as may be captured during testing.

         `Night-of' validation occurring immediately following deployment in
         order to verify general readiness.

         (Where ever appropriate and as mutually agreed) A period of limited
         availability following the deployment of a major upgrade or change in
         order to validate stability, correct function and performance.)

Unplanned changes, in response to emergency or other unanticipated situations,
will be validated commercially ready at the earliest practicable time following
deployment. These changes will typically occur as a result of trouble resolution
and will be managed as described in Section III of this document.

SYSTEMS CHANGE PROCESS

For each planned major point software release, which has an effect on the
customer experience, an open problem list of key critical issues should be
maintained by Up|Stream. This list must be made available to Orbitz as part of
the Systems Validation and Verification (SV&V) process.

Major Release

Orbitz will be notified of all software major releases accessed via the Orbitz
Internet Service thirty (30) days prior to release. Such major releases will be
submitted to ORBITZ's, through the defined Orbitz point-of-contact (POC). SV&V
Requests submitted for such major software releases will detail all new
applicable functionality and performance changes associated with the major
release. Such major releases will be managed and deployed according to the
agreed to System's Deployment Validation process. All new such software releases
must be backward compatible, except, in certain cases where prior written
consent has been obtained from Orbitz.

Point Release

Orbitz will be notified of all major software point releases accessed via the
Orbitz Internet Service thirty (30) days prior to release. Such point releases
will be submitted to ORBITZ's, through the defined Orbitz POC. SV&V Requests
submitted for such point releases will detail applicable software functionality,
interoperability and


                                      44
<Page>

performances changes existing in the planned point release. Such point releases
will be managed and deployed according to the agreed to Systems DEPLOYMENT
VALIDATION process.

Patches and Fixes

Recognizing the unpredictable nature of bug fixes and patch releases, Orbitz
will be notified of all major bug fixes and patch releases having a significant
impact on subscribers' ability to utilize the Up|Stream Wireless Site via the
Orbitz Online Wireless Internet Service fifteen (15) days prior to
implementation. Such fixes and patch releases will be submitted to Orbitz.
Through the defined Orbitz POC. Such fixes and releases submitted through such
process will detail the fix and any applicable software functionality,
interoperability and performance implications.

PLATFORM CHANGE PROCESS

System Upgrades and Changes

Up|Stream will undertake efforts to see that Orbitz will be notified of all
planned major Up|Stream systems upgrades ninety (90) days prior to cutover. As
applicable, a 30/60/90 day rolling plan will be maintained between Up|Stream
and Orbitz. All such planned system upgrades will be submitted to the SV&V
process, through the defined Orbitz POC. Such upgrades submitted through such
process will detail the upgrade and applicable material functionality,
interoperability and performance implications.

Maintenance

Up|Stream will provide Orbitz with a 30/60/90 day rolling schedule for planned
downtime maintenance. This schedule will describe the nature of the planned
maintenance and what if any customer or Orbitz system impact can be anticipated.
ORBITZ's NOC will be notified of all unplanned maintenance or changes as
described in the "Notifications/Alerts to Orbitz" section of this document.

V.       BUSINESS RECOVERY

The following section describes the capabilities for business recovery.

                                Telephone network

Up|Stream's voice phone network uses intelligent call routing and management. In
the event of a regional disaster, calls are re-routed to areas of the company
that are not affected by the regional problem. The Network Operations Center
continuously monitors the status of the network and dynamically re-routes
traffic if required. Default call routing and remote network management dial-in
is used if the NOC looses connectivity from the network.

CTI COMPONENTS

The CTI components will follow the same recovery operations as the Telephone
network. The CT! application will be deployed in both Dickinson and Fargo, North
Dakota. The recovery plan is that each site backs up the other site.

RIVERPLACE DATA CENTER RECOVERY

Critical systems located at the data center may be recovered at alternative
site(s) by exercising arrangements with vendors and having them ship equipment
to alternative sites within 24 to 26 hours.

All vital records (backup media) is stored off site and maintained at First
National Deposit Corporation. All systems backups are sent to First National
Daily. If retrieval of backup media is required a call is placed to First
National and after supplying appropriate profile information and password the
media is then dispatched by courier to designated location.


                                      45
<Page>

Data Communication Network

Up|Stream's Data communications network uses redundant data lines terminated
into diverse routers at each Customer Care location. Each center is independent
of each other therefore Up|Stream has the ability route traffic from the
effected location. The data network is monitored 24 hours a day 365 days a year.


                                      46
<Page>

                            SCHEDULE I TO EXHIBIT B

                                 QA SCORESHEET

     (TO BE ATTACHED HERETO NO LATER THAN THE END OF THE IMPLEMENTATION PERIOD)




                                      47
<Page>

                                   EXHIBIT C

                          UPSTREAM INSURANCE COVERAGE

                  1.       REQUIRED INSURANCE. UPSTREAM shall, at its own
expense, obtain and maintain the following insurance:

         a.       Commercial General Liability, with coverage including
                  premises/operations, contractual, personal and advertising
                  injury, and products/completed operations liabilities, with
                  limits of not less than $5,000,000 per occurrence for bodily
                  injury and property damage combined. ORBITZ shall be named as
                  an additional insured. Limits of liability requirements may be
                  satisfied by a combination of Commercial General Liability and
                  Umbrella Excess Liability policies.

         b.       Motor Vehicle Liability insurance for owned, non-owned and
                  hired vehicles, with limits of not less than $1,000,000 per
                  occurrence for bodily injury and property damage combined. If
                  no vehicles are owned or leased, the Commercial General
                  Liability insurance shall be extended to provide insurance of
                  non-owned and hired automobiles. UPSTREAM shall be named as
                  additional insured. Limits of liability requirements may be
                  satisfied by a combination of Automobile Liability and
                  Umbrella Excess Liability policies.

         c.       Worker's Compensation insurance, including coverage for all
                  costs, benefits and liabilities under Worker's Compensation
                  and similar laws which may accrue in favor of any person
                  employed by UPSTREAM, for all states in which the project or
                  work to be performed is located, and Employer's Liability
                  insurance with limits of liability of not less than $100,000
                  per accident or disease and $500,000 aggregate by disease.
                  Such insurance shall contain a waiver of subrogation in favor
                  of ORBITZ unless such waivers are not available in the
                  state(s) where the project or work to be performed is
                  located.  UPSTREAM shall require in its subcontractor
                  agreements that its subcontractors will maintain Worker's
                  Compensation and Employer's Liability insurance and UPSTREAM
                  further agrees to indemnify ORBITZ for any loss, cost,
                  liability, expense and/or damage suffered by ORBITZ as a
                  result of the failure of its subcontractors to maintain such
                  insurance.

         d.       Fidelity Bond covering employee dishonesty with limits of not
                  less than $1,000,000 per loss. UPSTREAM agrees to provide a
                  third party liability endorsement.

         e.       Professional Liability or Errors & Omissions Insurance with
                  limits of not less than $3,000,000 per claim.

                  2. POLICIES. Insurance shall be purchased form companies
having a rating of A-VII or better in the current Best's Insurance Reports
published by A.M. Best Company. Policies of insurance shall provide that they
will not be cancelled without at least thirty (30) days' prior written notice
to ORBITZ. The Professional Liability, Error and Omissions and the Commercial
General Liability coverages shall be primary and non-contributing with respect
to


                                      48
<Page>

any other insurance or self-insurance that may be maintained by UPSTREAM.
Certificates of insurance evidencing coverage shall be submitted within a
reasonable time after the execution of this Agreement, and on each insurance
policy renewal thereafter. UPSTREAM shall, at ORBITZ's request, make copies of
its insurance policies available for review by ORBITZ at UPSTREAM's corporate
headquarters. If UPSTREAM does not provide ORBITZ with such certificates of
insurance, or in ORBITZ's opinion, such policies do not afford adequate
protection for ORBITZ, then ORBITZ will so advice UPSTREAM. Thereafter, if
UPSTREAM does not furnish evidence of acceptable coverage within fifteen (15)
days, then ORBITZ shall have the right, in its sole discretion, to (i) withhold
payments from UPSTREAM and, in its discretion, purchase such insurance as it
deems necessary to comply with the description of insurance in this section
until evidence of such acceptable coverage is provided, or (ii) immediately
terminate this Agreement. Failure to obtain and maintain required insurance
shall not relieve UPSTREAM of any obligation contain in this Agreement.
Additionally, any approval by ORBITZ of any of UPSTREAM' s insurance policies
shall not relieve UPSTREAM of any obligation contained in this Agreement.


                                      49
<Page>

                                    EXHIBIT D

2002 ARC MONTHLY REPORTING TABLE

<Table>
<Caption>
YEAR 2002                                           WEEKS
---------                                           -----
<S>                                                 <C>
Jan          31 Dec 01 - 27 Jan 02                  4
Feb          28 Jan 02 - 24 Feb 02                  4
Mar          25 Feb 02 - 31 Mar 02                  5
Apr          1 Apr 02 - 28 Apr 02                   4
May          29 Apr 02 - 2 Jun 02                   5
Jun          3 Jun 02 - 30 Jun 02                   4
Jul          1 Jul 02 - 28 Jul 02                   4
Aug          29 Jul 02 - 1 Sep 02                   5
Sep          2 Sep 02 - 29 Sep 02                   4
Oct          30 Sep 02 - 3 Nov 02                   5
Nov          4 Nov 02 - 1 Dec 02                    4
Dec          2 Dec 02 - 29 Dec 02                   4

             Total                                  52
</Table>

                                      50
<Page>

                                   EXHIBIT D-l
                 U.S. Telephone Transaction Fee Pricing Matrices

[LOGO]

                       Orbitz US Phone P/Ticket Pricing Grid - Contract Year One

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------------------------
                  ANNUAL TRANSACTIONS
  RATIO
                  6,000,000 - 6,500,000 - 7,000,000 - 7,500,000 - 8,000,000 - 8,500,000 - 9,000,000 - 10,000,000 - 10,500,000 -
                  6,499,999   6,999,999   7,499,999   7,999,999   8,499,999   8,999,999   9,999,999   10,499,999   10,999,999
-------------------------------------------------------------------------------------------------------------------------------
<S>               <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>          <C>
  12.00%-13.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  14.00%-15.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  16.00%-17.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  18.00%-19.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  20.00%-21.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  22.00%-23.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  24.00%-25.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  26.00%-27.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  28.00%-29.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  30.00%-31.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  32.00%-33.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  34.00%-35.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  36.00%-37.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  38.00%-39.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  40.00%-41.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  42.00%-43.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  44.00%-45.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  46.00%-47.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  48.00%-49.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  50.00%-51.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  52.00%-53.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
-------------------------------------------------------------------------------------------------------------------------------
</Table>

Orbitz P/Tkt Pricing Grid - Contract Year One                            nmarten
OrbitzUSPhoneGrid_client4-12-02           UpStream Confidential       4/12/02

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 51
<Page>

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------------------------
11,000,000 - 11,500,000 - 12,000,000 - 12,500,000 - 13,000,000 - 13,500,000 - 14,000,000 - 15,000,000 - 15,500,000 - 16,000,000 -
11,499,999   11,999,999   12,499,999   12,999,999   13,499,999   13,999,999   14,499,999   15,499,999   15,999,999   16,499,999
---------------------------------------------------------------------------------------------------------------------------------
<S>               <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
---------------------------------------------------------------------------------------------------------------------------------
</Table>

Orbitz P/Tkt Pricing Grid - Contract Year One                            nmarten
OrbitzUSPhoneGrid_client4-12-02           UpStream Confidential       4/12/02

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 52

<Page>


<Table>
<Caption>
-------------------------------------------------------------------------------------------------------
16,500,000 - 17,000,000 - 17,500,000 - 18,000,000 - 18,500,000 - 19,000,000 - 19,500,000 - 20,000,000 -
16,999,999   17,499,999   17,999,999   18,499,999   18,999,999   19,499,999   19,999,999   20,499,999
-------------------------------------------------------------------------------------------------------
<S>          <C>         <C>         <C>           <C>         <C>           <C>         <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
-------------------------------------------------------------------------------------------------------

</Table>

Orbitz P/Tkt Pricing Grid - Contract Year One                            nmarten
OrbitzUSPhoneGrid_client4-12-02           UpStream Confidential       4/12/02

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 53

<Page>


                       Orbitz US Phone P/Ticket Pricing Grid - Contract Year Two
[LOGO]

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------------------------
                  ANNUAL TRANSACTIONS
RATIO
                  6,000,000 - 6,500,000 - 7,000,000 - 7,500,000 - 8,000,000 - 8,500,000 - 9,000,000 - 10,000,000 - 10,500,000 -
                  6,499,999   6,999,999   7,499,999   7,999,999   8,499,999   8,999,999   9,999,999   10,999,999   10,499,999
-------------------------------------------------------------------------------------------------------------------------------
<S>               <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>          <C>
  12.00%-13.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  14.00%-15.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  16.00%-17.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  18.00%-19.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  20.00%-21.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  22.00%-23.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  24.00%-25.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  26.00%-27.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  28.00%-29.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  30.00%-31.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  32.00%-33.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  34.00%-35.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  36.00%-37.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  38.00%-39.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  40.00%-41.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  42.00%-43.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  44.00%-45.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  46.00%-47.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  48.00%-49.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  50.00%-51.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  52.00%-53.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
-------------------------------------------------------------------------------------------------------------------------------
</Table>

Orbitz P/Tkt Pricing Grid - Contract Year Two                            nmarten
OrbitzUSPhoneGrid_client4-12-02           UpStream Confidential       4/12/02

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 54

<Page>

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------------------------
11,000,000 - 11,500,000 - 12,000,000 - 12,500,000 - 13,000,000 - 13,500,000 - 14,000,000 - 15,000,000 - 15,500,000 - 16,000,000 -
11,499,999   11,999,999   12,499,999   12,999,999   13,499,999   13,999,999   14,499,999   15,499,999   15,999,999   16,499,999
---------------------------------------------------------------------------------------------------------------------------------
<S>         <C>         <C>          <C>          <C>          <C>          <C>           <C>         <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
---------------------------------------------------------------------------------------------------------------------------------
</Table>

Orbitz P/Tkt Pricing Grid - Contract Year Two                            nmarten
OrbitzUSPhoneGrid_client4-12-02           UpStream Confidential       4/12/02

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 55

<Page>

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------
16,500,000 - 17,000,000 - 17,500,000 - 18,000,000 - 18,500,000 - 19,000,000 - 19,500,000 - 20,000,000 -
16,999,999   17,499,999   17,999,999   18,499,999   18,999,999   19,499,999   19,999,999   20,499,999
-------------------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
-------------------------------------------------------------------------------------------------------
</Table>

Orbitz P/Tkt Pricing Grid - Contract Year Two                            nmarten
OrbitzUSPhoneGrid_client4-12-02           UpStream Confidential       4/12/02

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 56

<Page>

                     Orbitz US Phone P/Ticket Pricing Grid - Contract Year Three

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------------------------
                  ANNUAL TRANSACTIONS
  RATIO
                  6,000,000 - 6,500,000 - 7,000,000 - 7,500,000 - 8,000,000 - 8,500,000 - 9,000,000 - 10,000,000 - 10,500,000 -
                  6,499,999   6,999,999   7,499,999   7,999,999   8,499,999   8,999,999   9,999,999   10,499,999   10,999,999
-------------------------------------------------------------------------------------------------------------------------------
<S>               <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>          <C>
  12.00%-13.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  14.00%-15.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  16.00%-17.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  18.00%-19.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  20.00%-21.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  22.00%-23.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  24.00%-25.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  26.00%-27.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  28.00%-29.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  30.00%-31.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  32.00%-33.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  34.00%-35.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  36.00%-37.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  38.00%-39.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  40.00%-41.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  42.00%-43.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  44.00%-45.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  46.00%-47.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  48.00%-49.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  50.00%-51.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  52.00%-53.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
-------------------------------------------------------------------------------------------------------------------------------
</Table>

Orbitz P/Tkt Pricing Grid - Contract Year Three                         nmarten
OrbitzUSPhoneGrid_client4-12-02           UpStream Confidential       4/12/02

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 57
<Page>

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------------------------
11,000,000 - 11,500,000 - 12,000,000 - 12,500,000 - 13,000,000 - 13,500,000 - 14,000,000 - 15,000,000 - 15,500,000 - 16,000,000 -
11,499,999   11,999,999   12,499,999   12,999,999   13,499,999   13,999,999   14,499,999   15,499,999   15,999,999   16,499,999
---------------------------------------------------------------------------------------------------------------------------------
<S>         <C>         <C>          <C>          <C>          <C>          <C>           <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
---------------------------------------------------------------------------------------------------------------------------------
</Table>

Orbitz P/Tkt Pricing Grid - Contract Year Three                         nmarten
OrbitzUSPhoneGrid_client4-12-02           UpStream Confidential       4/12/02

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 58

<Page>

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------
16,500,000 - 17,000,000 - 17,500,000 - 18,000,000 - 18,500,000 - 19,000,000 - 19,500,000 - 20,000,000 -
16,999,999   17,499,999   17,999,999   18,499,999   18,999,999   19,499,999   19,999,999   20,499,999
-------------------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
-------------------------------------------------------------------------------------------------------
</Table>

Orbitz P/Tkt Pricing Grid - Contract Year Three                         nmarten
OrbitzUSPhoneGrid_client4-12-02           UpStream Confidential       4/12/02

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 59

<Page>


[LOGO]

                     Orbitz US Phone P/Ticket Pricing Grid - Contract Year 4 & 5

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------------------------
                  ANNUAL TRANSACTIONS
  RATIO
                  6,000,000 - 6,500,000 - 7,000,000 - 7,500,000 - 8,000,000 - 8,500,000 - 9,000,000 - 10,000,000 - 10,500,000 -
                  6,499,999   6,999,999   7,499,999   7,999,999   8,499,999   8,999,999   9,999,999   10,499,999   10,999,999
-------------------------------------------------------------------------------------------------------------------------------
<S>               <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>          <C>
  12.00%-13.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  14.00%-15.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  16.00%-17.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  18.00%-19.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  20.00%-21.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  22.00%-23.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  24.00%-25.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  26.00%-27.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  28.00%-29.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  30.00%-31.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  32.00%-33.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  34.00%-35.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  36.00%-37.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  38.00%-39.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  40.00%-41.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  42.00%-43.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  44.00%-45.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  46.00%-47.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  48.00%-49.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  50.00%-51.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
  52.00%-53.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]        [***]        [***]
-------------------------------------------------------------------------------------------------------------------------------
</Table>

Orbitz P/Tkt Pricing Grid - Contract Years 4 & 5                       nmarten
OrbitzUSPhoneGrid_client4-12-02           UpStream Confidential       4/12/02

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 60
<Page>

<Table>
<Caption>
---------------------------------------------------------------------------------------------------------------------------------
11,000,000 - 11,500,000 - 12,000,000 - 12,500,000 - 13,000,000 - 13,500,000 - 14,000,000 - 15,000,000 - 15,500,000 - 16,000,000 -
11,499,999   11,999,999   12,499,999   12,999,999   13,499,999   13,999,999   14,499,999   15,499,999   15,999,999   16,499,999
---------------------------------------------------------------------------------------------------------------------------------
<S>         <C>         <C>          <C>          <C>          <C>          <C>           <C>         <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
---------------------------------------------------------------------------------------------------------------------------------
</Table>

Orbitz P/Tkt Pricing Grid - Contract Years 4 & 5                       nmarten
OrbitzUSPhoneGrid_client4-12-02           UpStream Confidential       4/12/02

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 61

<Page>

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------
16,500,000 - 17,000,000 - 17,500,000 - 18,000,000 - 18,500,000 - 19,000,000 - 19,500,000 - 20,000,000 -
16,999,999   17,499,999   17,999,999   18,499,999   18,999,999   19,499,999   19,999,999   20,499,999
-------------------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]        [***]
-------------------------------------------------------------------------------------------------------
</Table>

Orbitz P/Tkt Pricing Grid - Contract Years 4 & 5                       nmarten
OrbitzUSPhoneGrid_client4-12-02           UpStream Confidential       4/12/02

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 62

<Page>

                                   EXHIBIT D-2
                  U.S. Email Transaction Fee Pricing Matricies


[LOGO]


<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------------------
3.5 minute AHT email price p/ticket
----------------------------------------------------------------------------------------------------------------------------------
                Year         2002                2003                   2004                    2005                 2006
----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>                    <C>                     <C>                  <C>
        Transactions        [***]               [***]                  [***]                   [***]                [***]
----------------------------------------------------------------------------------------------------------------------------------
               Ratio        [***]               [***]                  [***]                   [***]                [***]
----------------------------------------------------------------------------------------------------------------------------------
                  US        [***]               [***]                  [***]                   [***]                [***]
----------------------------------------------------------------------------------------------------------------------------------
          Contractor        [***]               [***]                  [***]                   [***]                [***]
----------------------------------------------------------------------------------------------------------------------------------
</Table>


<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------------------
3.75 minute AHT email price p/ticket
----------------------------------------------------------------------------------------------------------------------------------
                Year         2002                2003                   2004                    2005                 2006
----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>                    <C>                     <C>                  <C>
        Transactions        [***]               [***]                  [***]                   [***]                [***]
----------------------------------------------------------------------------------------------------------------------------------
               Ratio        [***]               [***]                  [***]                   [***]                [***]
----------------------------------------------------------------------------------------------------------------------------------
                  US        [***]               [***]                  [***]                   [***]                [***]
----------------------------------------------------------------------------------------------------------------------------------
          Contractor        [***]               [***]                  [***]                   [***]                [***]
----------------------------------------------------------------------------------------------------------------------------------
</Table>


<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------------------
4.0 minute AHT email price p/ticket
----------------------------------------------------------------------------------------------------------------------------------
                Year         2002                2003                   2004                    2005                 2006
----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>                    <C>                     <C>                  <C>
        Transactions        [***]               [***]                  [***]                   [***]                [***]
----------------------------------------------------------------------------------------------------------------------------------
               Ratio        [***]               [***]                  [***]                   [***]                [***]
----------------------------------------------------------------------------------------------------------------------------------
                  US        [***]               [***]                  [***]                   [***]                [***]
----------------------------------------------------------------------------------------------------------------------------------
          Contractor        [***]               [***]                  [***]                   [***]                [***]
----------------------------------------------------------------------------------------------------------------------------------
</Table>

OrbitzEmailPricing3.5-4.0AHT_client4-12-02                               nmarten
                              Upstream Confidential                   4/12/2002

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 63

<Page>

[LOGO]

           Orbitz US Email P/Ticket Pricing Grids - Contract Year One

3.5 Minute AHT
<Table>
<Caption>
--------------------------------------------------------------------------------------------------
              ANNUAL TRANSACTIONS
RATIO
              6,000,000 - 6,500,000 - 7,000,000 - 7,500,000 - 8,000,000 - 8,500,000 - 9,000,000 -
              6,499,999   6,999,999   7,499,999   7,999,999   8,499,999   8,999,999   9,999,999
--------------------------------------------------------------------------------------------------
<S>           <C>         <C>         <C>         <C>         <C>         <C>         <C>
4.00%-5.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
6.00%-7.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
8.00%-9.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
10.00%-11.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
12.00%-13.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
14.00%-15.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
16.00%-17.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
18.00%-19.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
20.00%-21.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
--------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------
RATIO
              10,000,000 - 10,500,000 - 11,000,000 - 11,500,000 - 12,000,000 - 12,500,000 - 13,000,000 -
              10,499,999   10,999,999   11,499,999   11,999,999   12,499,999   12,999,999   13,499,999
--------------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>          <C>          <C>          <C>          <C>
4.00%-5.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
6.00%-7.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
8.00%-9.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
10.00%-11.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
12.00%-13.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
14.00%-15.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
16.00%-17.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
18.00%-19.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
20.00%-21.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
--------------------------------------------------------------------------------------------------------
</Table>


3.75 Minute AHT
<Table>
<Caption>
--------------------------------------------------------------------------------------------------
              ANNUAL TRANSACTIONS
RATIO
              6,000,000 - 6,500,000 - 7,000,000 - 7,500,000 - 8,000,000 - 8,500,000 - 9,000,000 -
              6,499,999   6,999,999   7,499,999   7,999,999   8,499,999   8,999,999   9,999,999
--------------------------------------------------------------------------------------------------
<S>           <C>         <C>         <C>         <C>         <C>         <C>         <C>
4.00%-5.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
6.00%-7.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
8.00%-9.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
10.00%-11.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
12.00%-13.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
14.00%-15.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
16.00%-17.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
18.00%-19.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
20.00%-21.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
--------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------
RATIO
              10,000,000 - 10,500,000 - 11,000,000 - 11,500,000 - 12,000,000 - 12,500,000 - 13,000,000 -
              10,499,999   10,999,999   11,499,999   11,999,999   12,499,999   12,999,999   13,499,999
--------------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>          <C>          <C>          <C>          <C>
4.00%-5.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
6.00%-7.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
8.00%-9.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
10.00%-11.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
12.00%-13.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
14.00%-15.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
16.00%-17.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
18.00%-19.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
20.00%-21.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
--------------------------------------------------------------------------------------------------------
</Table>


4.0  Minute AHT
<Table>
<Caption>
--------------------------------------------------------------------------------------------------
              ANNUAL TRANSACTIONS
RATIO
              6,000,000 - 6,500,000 - 7,000,000 - 7,500,000 - 8,000,000 - 8,500,000 - 9,000,000 -
              6,499,999   6,999,999   7,499,999   7,999,999   8,499,999   8,999,999   9,999,999
--------------------------------------------------------------------------------------------------
<S>           <C>         <C>         <C>         <C>         <C>         <C>         <C>
4.00%-5.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
6.00%-7.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
8.00%-9.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
10.00%-11.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
12.00%-13.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
14.00%-15.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
16.00%-17.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
18.00%-19.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
20.00%-21.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
--------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------
RATIO
              10,000,000 - 10,500,000 - 11,000,000 - 11,500,000 - 12,000,000 - 12,500,000 - 13,000,000 -
              10,499,999   10,999,999   11,499,999   11,999,999   12,499,999   12,999,999   13,499,999
--------------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>          <C>          <C>          <C>          <C>
4.00%-5.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
6.00%-7.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
8.00%-9.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
10.00%-11.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
12.00%-13.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
14.00%-15.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
16.00%-17.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
18.00%-19.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
20.00%-21.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
--------------------------------------------------------------------------------------------------------
</Table>

Orbitz US Email Pricing P/Tkt - Contact Year One                         nmarten
OrbitzEmailOricing3.5-4.0AHT_Client4- 12- 02   Upstream Confidential  4/12/2002

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 64
<Page>

<Table>
<Caption>
-------------------------------------------------------------------------------------------

13,500,000 - 14,000,000 - 15,000,000 - 15,500,000 - 16,000,000 - 16,499,999 - 17,000,000 -
13,999,999   14,499,999   15,499,999   15,999,999   16,499,999   16,999,999   17,499,999
-------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
-------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------

17,500,000 - 18,000,000 - 18,500,000 - 19,000,000 - 19,500,000 - 20,000,000 -
17,999,999   18,499,999   18,999,999   19,499,999   19,999,999   20,499,999
-----------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
-----------------------------------------------------------------------------
</Table>



<Table>
<Caption>
-------------------------------------------------------------------------------------------

13,500,000 - 14,000,000 - 15,000,000 - 15,500,000 - 16,000,000 - 16,499,999 - 17,000,000 -
13,999,999   14,499,999   15,499,999   15,999,999   16,499,999   16,999,999   17,499,999
-------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
-------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------

17,500,000 - 18,000,000 - 18,500,000 - 19,000,000 - 19,500,000 - 20,000,000 -
17,999,999   18,499,999   18,999,999   19,499,999   19,999,999   20,499,999
-----------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
-----------------------------------------------------------------------------
</Table>



<Table>
<Caption>
-------------------------------------------------------------------------------------------

13,500,000 - 14,000,000 - 15,000,000 - 15,500,000 - 16,000,000 - 16,499,999 - 17,000,000 -
13,999,999   14,499,999   15,499,999   15,999,999   16,499,999   16,999,999   17,499,999
-------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
-------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------

17,500,000 - 18,000,000 - 18,500,000 - 19,000,000 - 19,500,000 - 20,000,000 -
17,999,999   18,499,999   18,999,999   19,499,999   19,999,999   20,499,999
-----------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
-----------------------------------------------------------------------------
</Table>

Orbitz US Email Pricing P/Tkt - Contact Year One                         nmarten
OrbitzEmailOricing3.5-4.0AHT_Client4- 12- 02   Upstream Confidential  4/12/2002

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 65

<Page>

[LOGO]

      Orbitz US Email P/Ticket Pricing Grids - Contract Year Two and Three

3.5 Minute AHT
<Table>
<Caption>
--------------------------------------------------------------------------------------------------
              ANNUAL TRANSACTIONS
RATIO
              6,000,000 - 6,500,000 - 7,000,000 - 7,500,000 - 8,000,000 - 8,500,000 - 9,000,000 -
              6,499,999   6,999,999   7,499,999   7,999,999   8,499,999   8,999,999   9,999,999
--------------------------------------------------------------------------------------------------
<S>           <C>         <C>         <C>         <C>         <C>         <C>         <C>
4.00%-5.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
6.00%-7.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
8.00%-9.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
10.00%-11.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
12.00%-13.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
14.00%-15.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
16.00%-17.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
18.00%-19.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
20.00%-21.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
--------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------
RATIO
              10,000,000 - 10,500,000 - 11,000,000 - 11,500,000 - 12,000,000 - 12,500,000 - 13,000,000 -
              10,499,999   10,999,999   11,499,999   11,999,999   12,499,999   12,999,999   13,499,999
--------------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>          <C>          <C>          <C>          <C>
4.00%-5.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
6.00%-7.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
8.00%-9.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
10.00%-11.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
12.00%-13.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
14.00%-15.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
16.00%-17.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
18.00%-19.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
20.00%-21.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
--------------------------------------------------------------------------------------------------------
</Table>


3.75 Minute AHT
<Table>
<Caption>
--------------------------------------------------------------------------------------------------
              ANNUAL TRANSACTIONS
RATIO
              6,000,000 - 6,500,000 - 7,000,000 - 7,500,000 - 8,000,000 - 8,500,000 - 9,000,000 -
              6,499,999   6,999,999   7,499,999   7,999,999   8,499,999   8,999,999   9,999,999
--------------------------------------------------------------------------------------------------
<S>           <C>         <C>         <C>         <C>         <C>         <C>         <C>
4.00%-5.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
6.00%-7.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
8.00%-9.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
10.00%-11.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
12.00%-13.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
14.00%-15.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
16.00%-17.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
18.00%-19.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
20.00%-21.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
--------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------
RATIO
              10,000,000 - 10,500,000 - 11,000,000 - 11,500,000 - 12,000,000 - 12,500,000 - 13,000,000 -
              10,499,999   10,999,999   11,499,999   11,999,999   12,499,999   12,999,999   13,499,999
--------------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>          <C>          <C>          <C>          <C>
4.00%-5.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
6.00%-7.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
8.00%-9.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
10.00%-11.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
12.00%-13.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
14.00%-15.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
16.00%-17.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
18.00%-19.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
20.00%-21.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
--------------------------------------------------------------------------------------------------------
</Table>


4.0  Minute AHT
<Table>
<Caption>
--------------------------------------------------------------------------------------------------
              ANNUAL TRANSACTIONS
RATIO
              6,000,000 - 6,500,000 - 7,000,000 - 7,500,000 - 8,000,000 - 8,500,000 - 9,000,000 -
              6,499,999   6,999,999   7,499,999   7,999,999   8,499,999   8,999,999   9,999,999
--------------------------------------------------------------------------------------------------
<S>           <C>         <C>         <C>         <C>         <C>         <C>         <C>
4.00%-5.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
6.00%-7.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
8.00%-9.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
10.00%-11.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
12.00%-13.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
14.00%-15.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
16.00%-17.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
18.00%-19.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
20.00%-21.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
--------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------
RATIO
              10,000,000 - 10,500,000 - 11,000,000 - 11,500,000 - 12,000,000 - 12,500,000 - 13,000,000 -
              10,499,999   10,999,999   11,499,999   11,999,999   12,499,999   12,999,999   13,499,999
--------------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>          <C>          <C>          <C>          <C>
4.00%-5.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
6.00%-7.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
8.00%-9.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
10.00%-11.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
12.00%-13.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
14.00%-15.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
16.00%-17.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
18.00%-19.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
20.00%-21.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
--------------------------------------------------------------------------------------------------------
</Table>

Orbitz US Email Pricing P/Tkt - Contact Year Two and Three              nmarten
OrbitzEmailOricing3.5-4.0AHT_Client4- 12- 02   Upstream Confidential  4/12/2002

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 66
<Page>

<Table>
<Caption>
-------------------------------------------------------------------------------------------

13,500,000 - 14,000,000 - 15,000,000 - 15,500,000 - 16,000,000 - 16,499,999 - 17,000,000 -
13,999,999   14,499,999   15,499,999   15,999,999   16,499,999   16,999,999   17,499,999
-------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
-------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------

17,500,000 - 18,000,000 - 18,500,000 - 19,000,000 - 19,500,000 - 20,000,000 -
17,999,999   18,499,999   18,999,999   19,499,999   19,999,999   20,499,999
-----------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
-----------------------------------------------------------------------------
</Table>



<Table>
<Caption>
-------------------------------------------------------------------------------------------

13,500,000 - 14,000,000 - 15,000,000 - 15,500,000 - 16,000,000 - 16,499,999 - 17,000,000 -
13,999,999   14,499,999   15,499,999   15,999,999   16,499,999   16,999,999   17,499,999
-------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
-------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------

17,500,000 - 18,000,000 - 18,500,000 - 19,000,000 - 19,500,000 - 20,000,000 -
17,999,999   18,499,999   18,999,999   19,499,999   19,999,999   20,499,999
-----------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
-----------------------------------------------------------------------------
</Table>



<Table>
<Caption>
-------------------------------------------------------------------------------------------

13,500,000 - 14,000,000 - 15,000,000 - 15,500,000 - 16,000,000 - 16,499,999 - 17,000,000 -
13,999,999   14,499,999   15,499,999   15,999,999   16,499,999   16,999,999   17,499,999
-------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
-------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------

17,500,000 - 18,000,000 - 18,500,000 - 19,000,000 - 19,500,000 - 20,000,000 -
17,999,999   18,499,999   18,999,999   19,499,999   19,999,999   20,499,999
-----------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
-----------------------------------------------------------------------------
</Table>

Orbitz US Email Pricing P/Tkt - Contact Year Two and Three              nmarten
OrbitzEmailOricing3.5-4.0AHT_Client4- 12- 02   Upstream Confidential  4/12/2002

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 67

<Page>

[LOGO]

      Orbitz US Email P/Ticket Pricing Grids - Contract Year Four and Five

3.5 Minute AHT
<Table>
<Caption>
--------------------------------------------------------------------------------------------------
              ANNUAL TRANSACTIONS
RATIO
              6,000,000 - 6,500,000 - 7,000,000 - 7,500,000 - 8,000,000 - 8,500,000 - 9,000,000 -
              6,499,999   6,999,999   7,499,999   7,999,999   8,499,999   8,999,999   9,999,999
--------------------------------------------------------------------------------------------------
<S>           <C>         <C>         <C>         <C>         <C>         <C>         <C>
4.00%-5.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
6.00%-7.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
8.00%-9.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
10.00%-11.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
12.00%-13.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
14.00%-15.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
16.00%-17.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
18.00%-19.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
20.00%-21.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
--------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------
RATIO
              10,000,000 - 10,500,000 - 11,000,000 - 11,500,000 - 12,000,000 - 12,500,000 - 13,000,000 -
              10,499,999   10,999,999   11,499,999   11,999,999   12,499,999   12,999,999   13,499,999
--------------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>          <C>          <C>          <C>          <C>
4.00%-5.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
6.00%-7.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
8.00%-9.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
10.00%-11.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
12.00%-13.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
14.00%-15.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
16.00%-17.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
18.00%-19.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
20.00%-21.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
--------------------------------------------------------------------------------------------------------
</Table>


3.75 Minute AHT
<Table>
<Caption>
--------------------------------------------------------------------------------------------------
              ANNUAL TRANSACTIONS
RATIO
              6,000,000 - 6,500,000 - 7,000,000 - 7,500,000 - 8,000,000 - 8,500,000 - 9,000,000 -
              6,499,999   6,999,999   7,499,999   7,999,999   8,499,999   8,999,999   9,999,999
--------------------------------------------------------------------------------------------------
<S>           <C>         <C>         <C>         <C>         <C>         <C>         <C>
4.00%-5.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
6.00%-7.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
8.00%-9.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
10.00%-11.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
12.00%-13.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
14.00%-15.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
16.00%-17.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
18.00%-19.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
20.00%-21.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
--------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------
RATIO
              10,000,000 - 10,500,000 - 11,000,000 - 11,500,000 - 12,000,000 - 12,500,000 - 13,000,000 -
              10,499,999   10,999,999   11,499,999   11,999,999   12,499,999   12,999,999   13,499,999
--------------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>          <C>          <C>          <C>          <C>
4.00%-5.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
6.00%-7.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
8.00%-9.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
10.00%-11.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
12.00%-13.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
14.00%-15.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
16.00%-17.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
18.00%-19.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
20.00%-21.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
--------------------------------------------------------------------------------------------------------
</Table>


4.0  Minute AHT
<Table>
<Caption>
--------------------------------------------------------------------------------------------------
              ANNUAL TRANSACTIONS
RATIO
              6,000,000 - 6,500,000 - 7,000,000 - 7,500,000 - 8,000,000 - 8,500,000 - 9,000,000 -
              6,499,999   6,999,999   7,499,999   7,999,999   8,499,999   8,999,999   9,999,999
--------------------------------------------------------------------------------------------------
<S>           <C>         <C>         <C>         <C>         <C>         <C>         <C>
4.00%-5.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
6.00%-7.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
8.00%-9.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
10.00%-11.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
12.00%-13.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
14.00%-15.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
16.00%-17.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
18.00%-19.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
20.00%-21.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
--------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------
RATIO
              10,000,000 - 10,500,000 - 11,000,000 - 11,500,000 - 12,000,000 - 12,500,000 - 13,000,000 -
              10,499,999   10,999,999   11,499,999   11,999,999   12,499,999   12,999,999   13,499,999
--------------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>          <C>          <C>          <C>          <C>
4.00%-5.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
6.00%-7.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
8.00%-9.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
10.00%-11.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
12.00%-13.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
14.00%-15.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
16.00%-17.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
18.00%-19.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
20.00%-21.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
--------------------------------------------------------------------------------------------------------
</Table>

Orbitz US Email Pricing P/Tkt - Contact Year Four and Five              nmarten
OrbitzEmailOricing3.5-4.0AHT_Client4- 12- 02   Upstream Confidential  4/12/2002

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 68
<Page>

<Table>
<Caption>
-------------------------------------------------------------------------------------------

13,500,000 - 14,000,000 - 15,000,000 - 15,500,000 - 16,000,000 - 16,499,999 - 17,000,000 -
13,999,999   14,499,999   15,499,999   15,999,999   16,499,999   16,999,999   17,499,999
-------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
-------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------

17,500,000 - 18,000,000 - 18,500,000 - 19,000,000 - 19,500,000 - 20,000,000 -
17,999,999   18,499,999   18,999,999   19,499,999   19,999,999   20,499,999
-----------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
-----------------------------------------------------------------------------
</Table>



<Table>
<Caption>
-------------------------------------------------------------------------------------------

13,500,000 - 14,000,000 - 15,000,000 - 15,500,000 - 16,000,000 - 16,499,999 - 17,000,000 -
13,999,999   14,499,999   15,499,999   15,999,999   16,499,999   16,999,999   17,499,999
-------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
-------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------

17,500,000 - 18,000,000 - 18,500,000 - 19,000,000 - 19,500,000 - 20,000,000 -
17,999,999   18,499,999   18,999,999   19,499,999   19,999,999   20,499,999
-----------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
-----------------------------------------------------------------------------
</Table>



<Table>
<Caption>
-------------------------------------------------------------------------------------------

13,500,000 - 14,000,000 - 15,000,000 - 15,500,000 - 16,000,000 - 16,499,999 - 17,000,000 -
13,999,999   14,499,999   15,499,999   15,999,999   16,499,999   16,999,999   17,499,999
-------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
-------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------

17,500,000 - 18,000,000 - 18,500,000 - 19,000,000 - 19,500,000 - 20,000,000 -
17,999,999   18,499,999   18,999,999   19,499,999   19,999,999   20,499,999
-----------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
-----------------------------------------------------------------------------
</Table>

Orbitz US Email Pricing P/Tkt - Contact Year Four and Five               nmarten
OrbitzEmailOricing3.5-4.0AHT_Client4- 12- 02   Upstream Confidential  4/12/2002

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 69

<Page>

                                  EXHIBIT D-3

                       Contractor Email Pricing Matrices
[LOGO]
                 Orbitz Contractor Email P/Ticket Pricing Grids

3.5 Minute AHT
<Table>
<Caption>
--------------------------------------------------------------------------------------------------
              ANNUAL TRANSACTIONS
RATIO
              6,000,000 - 6,500,000 - 7,000,000 - 7,500,000 - 8,000,000 - 8,500,000 - 9,000,000 -
              6,499,999   6,999,999   7,499,999   7,999,999   8,499,999   8,999,999   9,999,999
--------------------------------------------------------------------------------------------------
<S>           <C>         <C>         <C>         <C>         <C>         <C>         <C>
4.00%-5.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
6.00%-7.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
8.00%-9.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
10.00%-11.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
12.00%-13.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
14.00%-15.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
16.00%-17.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
18.00%-19.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
20.00%-21.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
--------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------
RATIO
              10,000,000 - 10,500,000 - 11,000,000 - 11,500,000 - 12,000,000 - 12,500,000 - 13,000,000 -
              10,499,999   10,999,999   11,499,999   11,999,999   12,499,999   12,999,999   13,499,999
--------------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>          <C>          <C>          <C>          <C>
4.00%-5.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
6.00%-7.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
8.00%-9.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
10.00%-11.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
12.00%-13.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
14.00%-15.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
16.00%-17.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
18.00%-19.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
20.00%-21.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
--------------------------------------------------------------------------------------------------------
</Table>


3.75 Minute AHT
<Table>
<Caption>
--------------------------------------------------------------------------------------------------
              ANNUAL TRANSACTIONS
RATIO
              6,000,000 - 6,500,000 - 7,000,000 - 7,500,000 - 8,000,000 - 8,500,000 - 9,000,000 -
              6,499,999   6,999,999   7,499,999   7,999,999   8,499,999   8,999,999   9,999,999
--------------------------------------------------------------------------------------------------
<S>           <C>         <C>         <C>         <C>         <C>         <C>         <C>
4.00%-5.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
6.00%-7.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
8.00%-9.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
10.00%-11.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
12.00%-13.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
14.00%-15.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
16.00%-17.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
18.00%-19.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
20.00%-21.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
--------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------
RATIO
              10,000,000 - 10,500,000 - 11,000,000 - 11,500,000 - 12,000,000 - 12,500,000 - 13,000,000 -
              10,499,999   10,999,999   11,499,999   11,999,999   12,499,999   12,999,999   13,499,999
--------------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>          <C>          <C>          <C>          <C>
4.00%-5.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
6.00%-7.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
8.00%-9.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
10.00%-11.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
12.00%-13.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
14.00%-15.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
16.00%-17.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
18.00%-19.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
20.00%-21.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
--------------------------------------------------------------------------------------------------------
</Table>


4.0  Minute AHT
<Table>
<Caption>
--------------------------------------------------------------------------------------------------
              ANNUAL TRANSACTIONS
RATIO
              6,000,000 - 6,500,000 - 7,000,000 - 7,500,000 - 8,000,000 - 8,500,000 - 9,000,000 -
              6,499,999   6,999,999   7,499,999   7,999,999   8,499,999   8,999,999   9,999,999
--------------------------------------------------------------------------------------------------
<S>           <C>         <C>         <C>         <C>         <C>         <C>         <C>
4.00%-5.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
6.00%-7.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
8.00%-9.99%     [***]       [***]       [***]       [***]       [***]       [***]       [***]
10.00%-11.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
12.00%-13.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
14.00%-15.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
16.00%-17.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
18.00%-19.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
20.00%-21.99%   [***]       [***]       [***]       [***]       [***]       [***]       [***]
--------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------
RATIO
              10,000,000 - 10,500,000 - 11,000,000 - 11,500,000 - 12,000,000 - 12,500,000 - 13,000,000 -
              10,499,999   10,999,999   11,499,999   11,999,999   12,499,999   12,999,999   13,499,999
--------------------------------------------------------------------------------------------------------
<S>           <C>          <C>          <C>          <C>          <C>          <C>          <C>
4.00%-5.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
6.00%-7.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
8.00%-9.99%      [***]        [***]        [***]        [***]        [***]        [***]        [***]
10.00%-11.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
12.00%-13.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
14.00%-15.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
16.00%-17.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
18.00%-19.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
20.00%-21.99%    [***]        [***]        [***]        [***]        [***]        [***]        [***]
--------------------------------------------------------------------------------------------------------
</Table>

Orbitz US Email Pricing P/Tkt                                            nmarten
OrbitzEmailOricing3.5-4.0AHT_Client4- 12- 02   Upstream Confidential  4/12/2002

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 70
<Page>

<Table>
<Caption>
-------------------------------------------------------------------------------------------

13,500,000 - 14,000,000 - 15,000,000 - 15,500,000 - 16,000,000 - 16,499,999 - 17,000,000 -
13,999,999   14,499,999   15,499,999   15,999,999   16,499,999   16,999,999   17,499,999
-------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
-------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------

17,500,000 - 18,000,000 - 18,500,000 - 19,000,000 - 19,500,000 - 20,000,000 -
17,999,999   18,499,999   18,999,999   19,499,999   19,999,999   20,499,999
-----------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
-----------------------------------------------------------------------------
</Table>



<Table>
<Caption>
-------------------------------------------------------------------------------------------

13,500,000 - 14,000,000 - 15,000,000 - 15,500,000 - 16,000,000 - 16,499,999 - 17,000,000 -
13,999,999   14,499,999   15,499,999   15,999,999   16,499,999   16,999,999   17,499,999
-------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
-------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------

17,500,000 - 18,000,000 - 18,500,000 - 19,000,000 - 19,500,000 - 20,000,000 -
17,999,999   18,499,999   18,999,999   19,499,999   19,999,999   20,499,999
-----------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
-----------------------------------------------------------------------------
</Table>



<Table>
<Caption>
-------------------------------------------------------------------------------------------

13,500,000 - 14,000,000 - 15,000,000 - 15,500,000 - 16,000,000 - 16,499,999 - 17,000,000 -
13,999,999   14,499,999   15,499,999   15,999,999   16,499,999   16,999,999   17,499,999
-------------------------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
-------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------

17,500,000 - 18,000,000 - 18,500,000 - 19,000,000 - 19,500,000 - 20,000,000 -
17,999,999   18,499,999   18,999,999   19,499,999   19,999,999   20,499,999
-----------------------------------------------------------------------------
<S>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]
-----------------------------------------------------------------------------
</Table>

Orbitz US Email Pricing P/Tkt                                           nmarten
OrbitzEmailOricing3.5-4.0AHT_Client4- 12- 02   Upstream Confidential  4/12/2002

*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.

                                    Page 71

<Page>
                                    Exhibit E

                          Dispute Resolution Procedures

              If a dispute or claim is not resolved by the management of the
parties within ninety (90) days (or such longer period as the parties mutually
agree) after submission by written notice by one party to the other party, the
dispute or claim shall be settled by binding arbitration. The arbitration shall
be conducted according to the procedures set forth herein and the commercial
arbitration rules of the American Arbitration Association ("AAA"). In the event
of a conflict between the procedures set forth herein and the applicable AAA
rules, the procedures set forth herein shall govern.

              The exclusive location of the arbitration shall be in New York,
NY. The arbitration shall be conducted in English before a panel of three (3)
arbitrators to be selected according to the applicable AAA rules. No person
shall be part of the arbitral panel unless that person has agreed in writing to
abide by the arbitration provisions set forth herein. No discovery will be
permitted in connection with the arbitration unless, and only to the extent,
discovery is authorized in writing by the arbitral panel upon (a) a demand
therefor by a party, and (b) a majority decision of the arbitral panel that
there is a substantial need for discovery in order to decide the dispute in a
fair and timely manner on the merits. The parties and the arbitrators shall
treat the existence and all aspects of the arbitration as confidential.

              The arbitrators may not award any relief of any kind except
monetary relief subject to the limits set forth in this Agreement. Without
limitation on the foregoing, in no event may the arbitrators award (i)
non-monetary or equitable relief of any sort; (ii) damages inconsistent with the
terms of this Agreement; (iii) punitive damages; or (iv) any award or remedy of
any kind that could not be made or imposed by a court deciding the matter in the
same jurisdiction. The parties expressly waive their right to claim and obtain
such damages or relief in the arbitration proceeding or any other forum (except
only to the extent of claims for injunctive relief for protection of
confidential information or infringement of intellectual property, which claims
may be submitted to any court of competent jurisdiction). The result of the
arbitration will be final and binding on the parties. Judgment on the
arbitrators' award may be entered in any court having jurisdiction.


                                       72

<Page>

                                    EXHIBIT F

                             Disaster Recovery Plan

   (to be attached hereto no later than the end of the Implementation Period)

                                       73
<Page>

                                    EXHIBIT G

   Call Center Requirements - Credit Card Error Messages and Fraud Prevention


                          I. CREDIT CARD ERROR MESSAGES

Some Orbitz customers receive error messages at the website if the certain
conditions related to their credit card account status exist. These errors will
cause the customer's credit card number to be placed in an Orbitz 24-hour
temporary negative file, that will restrict the use of that card on the Orbitz
website. Reasons for these error messages include:

       >>     Insufficient funds
       >>     Bank has deactivated card due to fraud or suspected fraud
       >>     Credit limit exceeded

When these conditions exist, the customer will be directed by an error message
at the site to contact their card-issuing bank to remedy the problem. Neither
Upstream nor Orbitz can remedy these situations. The cardholders must call the
Bank themselves to correct it. Upstream should be aware of these error messages
and instruct customers to remedy these situations with their banks.

                              II. FRAUD PREVENTION

       A.     Negative File

       Negative File is an internal Block List of Credit Cards in which Orbitz
       uses to protect themselves against possible fraudulent transactions.

       Customers that have been added to the Orbitz negative file database will
       receive a specific error message (error message 163) informing them that
       we cannot process the purchase with credit card they are attempting to
       use. After the customer has corrected any credit card discrepancies with
       their card-issuing bank, we will have to remove the customer from the
       negative file database before they can make a purchase on the website.
       The customers will be directed to contact Customer Service to correct the
       problem.

       To remove the credit card from the negative file, Upstream must perform
       the following procedures.

       Upstream should collect the following information from the customer:

              1.     Email address used to establish the Orbitz account
              2.     Name as it appears on the customer's credit card
              3.     Last 4 digits of the credit card
              4.     Customer's phone number

                                       74

<Page>

              5.     Determine if the customer is purchasing on the behalf of a
business account and an estimated monthly volume of transactions expected to be
booked on the Orbitz website.

              Upstream Agents should pass the information onto an Upstream
              supervisor.

              Upstream supervisor then should call Orbitz Revenue Protection
              Department. Orbitz Revenue Protection Department agents are
              available from 6 am to 12:30 AM. - seven days a week. If no one
              answers, they should leave a message. This is the only number for
              them to contact. No action will take place from 12:30 Am to 6 AM.

              The Orbitz Revenue Protection Department will perform a series of
              fraud checks to determine if the credit card number should be
              removed from the negative file. If the credit card is deemed to
              have been used in a fraudulent manner, the Orbitz Revenue
              Protection Department will leave the credit card in the negative
              file and void out any associated PNR's.

              If the Orbitz Revenue Protection Department determines that the
              credit card can be removed from the negative file, removal will
              take place and the Upstream supervisor will be subsequently
              contacted. Upstream will then be required to contact the customer
              to inform them that they credit card can now be used to make
              purchase on the website.

       B.     Notification of Fraudulent Use of Credit Card

       If Upstream receives a call from a credit card holder stating that their
       card was used in a fraudulent manner to make a purchase on the Orbitz
       Website, the Upstream agent should collect the following information from
       caller:

       1.     Name of cardholder
       2.     Type of credit card
       3.     Last 4 digits of credit card
       4.     Date of purchase
       5.     Dollar amount
       6.     Airline
       7.     Ticket numbers/and or Reservation number
       8.     Name of passengers (if available)
       9.     Phone number where the caller can be reached

       Upstream should then inform them they will be notifying Orbitz' Revenue
       Protection Department and they will receive a call back within 24-hours.

       Upstream should call the Orbitz' Revenue Protection Department and
       provide all of the information collected.

       Upstream should document the call in the PNR, if one is available.

                                       75

<Page>

                          C. Suspicious Caller Contact

If an Upstream agent receives a call where they think there is a possibility of
fraudulent activity occurring, (i.e., customer calling to change reservation or
address, or any other suspicious requests) they should pass the PNR and email
address on to a Supervisor. The Supervisor should contact the Orbitz' Revenue
Protection.

                                       76

<Page>

                                    EXHIBIT H

                      INTERNATIONAL ARBITRATION PROVISIONS

AGREEMENT TO ARBITRATE. Any dispute arising out of, relating to, or having any
connection with, this Agreement, including any question regarding its existence,
validity, interpretation, performance, breach or termination, and any tort or
other common law or statutory claims arising out of or relating to its
negotiation, execution or performance, shall be exclusively and finally settled
by arbitration in accordance with the Rules of Arbitration of the International
Court of Arbitration of the International Chamber of Commerce (the "ICC").

CONDUCT OF THE ARBITRATION. The place of arbitration shall be in the State of
New York, U.S.A. The arbitration shall be conducted in the English language, and
all documents and testimony offered into evidence during the arbitration shall
be translated into English at the expense of the party offering the evidence.

CHOICE OF LAW. The arbitral panel shall determine the rights and obligations of
the parties according with the substantive laws of the State of New York other
than those laws that would refer the matter to the law of another jurisdiction.
Any procedural issues not resolved by this Agreement or the ICC Rules shall be
governed by, in order of priority, the law of the State of New York, U.S.A.,
including that state's International Arbitration Act, if any, and the United
States Arbitration Act. Except as agreed by the parties, the arbitral panel
shall have no power to alter or modify any terms or provisions of this
Agreement, or to render any award which, by its terms or effects, would alter or
modify any term or provision of this Agreement or to act as amiable COMPOSITEUR
or EX AEQUO ET BONO. The arbitral panel shall have no authority to award
special, indirect, consequential, exemplary or punitive damages for any reason.
The arbitrators may also award interim and equitable relief, including specific
performance. The parties expressly agree that prior to the formation of the
arbitral panel, nothing in this Agreement shall prevent the parties from
applying to a court of competent jurisdiction for provisional or interim
measures or for injunctive relief as may be necessary to safeguard the property
or rights that are the subject matter of the arbitration. After the arbitral
panel is impaneled, however, the panel shall have exclusive jurisdiction to hear
applications for such relief, except that the parties agree that any interim
measures or injunctive relief ordered by the arbitral panel may be immediately
and specifically enforced by a court of competent jurisdiction.

COMMENCEMENT OF ARBITRATION. Notice of the demand for arbitration shall be
served upon the party against whom the demand is made at the same time that the
demand is filed with ICC Court of International Arbitration. In no event shall a
demand for arbitration be made or permitted after the date when the claims being
asserted in the demand would be barred by the applicable contractual or
statutory limitation period.

THE ARBITRAL PANEL. The arbitral panel shall be composed of three arbitrators to
be selected in accordance with the ICC Rules. The presiding arbitrator shall not
be of the same nationality as any of the parties. The arbitrators shall be and
remain at all times independent of the parties. The arbitrators must be fluent
in the English language. Once the arbitral panel has been composed, the
arbitrators shall act as neutrals and not as party arbitrators, and no party
shall engage in any ex pane communication with any member of the arbitral panel
regarding the

                                       77

<Page>

substance of the arbitration or any claims being arbitrated before
the panel. All decisions of the arbitral panel shall be by majority vote.

COSTS AND INTEREST. The costs of the arbitration proceeding, including attorneys
fees and expenses, shall be born in the manner determined by the arbitrators.
The award may include interest from the date of any breach or violation of this
Agreement as determined by the arbitral award until paid in full, at the
interest rate established in the award. Interest may be compounded at the
discretion of the arbitrators.

THE AWARD. The award shall be in writing and state the reasons upon which it is
based. Any monetary award shall be made in United States Dollars. The award
shall be final and binding on the parties. Any court having jurisdiction over
the person or the property of the person against whom enforcement of the
judgment is sought may enter judgment on the award.

                                       78