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                                                                   Exhibit 10.38

[PEGASUS ELECTRONIC DISTRIBUTION LOGO]

                  THIRD PARTY PRIVATE LABEL INTERFACE AGREEMENT

     This Agreement (the "AGREEMENT") is entered into by and between PEGASUS
SOLUTIONS, INC. (hereinafter "Pegasus") and Orbitz, LLC (hereinafter "Orbitz").

                                 1.0 DEFINITIONS

     1.1     For purposes of this Agreement, the following definitions shall
apply:

     (i)     ONLINE DISTRIBUTION DATABASE. A digital database of hotel and
     lodging information created and maintained by Pegasus.

     (ii)    RESERVATION FUNCTION. The capability to determine room availability
     for specific dates and to make and cancel reservations at a hotel contained
     in the Online Distribution Database and participating in the Reservation
     Function.

     (iii)   INTERFACE. All server and application software and hardware
     reasonable and necessary for a dependable and operative online connection
     between Orbitz's Services (as hereinafter defined) and Pegasus' Online
     Distribution Database and Reservation Function.

     (iv)    SEARCH REQUEST. A search of the Online Distribution Database
     initiated by an accessor of Orbitz's Services.

     (v)     ORBITZ'S SERVICES. Orbitz's Services include (i) Internet sites on
     the World Wide Web created, maintained and hosted by Orbitz, (ii) Orbitz's
     proprietary software and (iii) Third Party Users (as herein defined), with
     an Interface to Pegasus' Online Distribution Database and Reservation
     Function.

     (vi)    NET RESERVATION. Net Reservations are reservations at a hotel
     participating in the Online Distribution Database originated by a person
     accessing Orbitz's Services within a particular time period, less the
     number of canceled reservations at a hotel participating in the Online
     Distribution Database originated by a person accessing Orbitz's Services
     during the same time period.

     (vii)   THIRD PARTY USERS. Third Party Users are persons or entities that
     Customer contracts with to access the Reservation Function or information
     in the Online Distribution Database via the Interface with Orbitz Services
     subject to SECTION 2.9 hereof. Third Party Users shall not include end
     users or accessors of Orbitz's Services.

     (viii)  GEO-SEARCH. The capability to make a search of the Online
     Distribution Database based upon a physical address, location or latitude
     and longitude and receive results from the search listing properties or
     displaying a map containing the properties.

     (ix)    PEGASUS SERVICES. The following services provided to Orbitz:

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             Online Distribution Database
             Reservation Function
             Interface
             Geo-search
             Any additional services developed by and operated by Pegasus
     available to other Pegasus' Interface customers during the term of this
     Agreement.

                                  2.0 SERVICES

     2.1     DUTIES OF PEGASUS. Pursuant to the service level requirements set
forth on EXHIBIT A hereto and a mutually agreed schedule of implementation,
Pegasus shall implement and maintain during the term hereof an Interface between
Orbitz's Services and the Online Distribution Database and the Reservation
Function that contains Geo-Search capabilities (collectively, the "Pegasus
Services"). Pegasus agrees to use reasonable efforts to initiate discussions
between Orbitz and the properties represented by its Utell, Golden Tulip and
Summit representation services for negotiated rates during the first year of
this Agreement.

     2.2     DUTIES OF ORBITZ. Orbitz shall use all reasonable and necessary
efforts to cooperate fully with and provide support for Pegasus' personnel with
respect to the creation, implementation and maintenance of the services provided
pursuant to this Agreement. Orbitz shall provide Pegasus prompt written notice
of each Third Party User (as hereinafter defined). Upon request by Pegasus,
Orbitz shall provide Pegasus with a list of Third Party Users that have access
to the use of the Online Distribution Database and/or Reservation Function via
Orbitz's Services. Subject to SECTION 2.3 hereof, Orbitz, at its option, may
choose to utilize any or all of the Pegasus Services.

     2.3     MINIMUM VOLUME. [superseded]

     2.4     INTEGRATION. Without limiting anything elsewhere in this Agreement,
the parties agree to use commercially reasonable efforts to complete the
Interface (the "INTEGRATION"), as seamlessly as possible on or before March 1,
2001. Without limiting the foregoing, Pegasus shall provide any confirmation
number and any other information reasonably requested by Orbitz to ensure that a
hotel room or other reservation has been made on behalf of a customer. Each
party will use reasonable efforts to notify the other party not less than thirty
(30) days prior to making any changes to its website or database that would
(without a change by the other party) disable or cause errors in the Integration
or require changes to the other party's website to continue the Integration.
Each party shall bear its own costs in developing and maintaining the

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Integration

     2.5     EXCLUSIVE RESERVATION FUNCTION. [superseded]

     2.6     [superseded]

     2.7     NO OFFENSIVE CONTENT. Orbitz agrees that Orbitz's Services shall
not contain any content that relates to the use of any illegal substances or
is immoral, libelous, defamatory, obscene, pornographic, overly violent or
otherwise offensive ("OFFENSIVE CONTENT"). Orbitz acknowledges that in the
event Orbitz's Services contains any Offensive Content, Pegasus may terminate
this Agreement upon written notice and the failure of Orbitz to cure within
thirty (30) days, without such termination causing an Event of Default.
Pegasus agrees that in the event the Online Distribution Database contains
any Offensive Content, Pegasus shall remove such Offensive Content within
thirty (30) days' written notice from Orbitz. Orbitz shall use commercially
reasonable efforts to contractually obligate any Third Party User that
utilizes the Reservation Function or the Online Distribution Database to the
foregoing and to obtain the removal of any such Offensive Content from the
service of any Third Party User of which Pegasus notifies Orbitz.

     2.8     [superseded]

     2.9     ACCESS TO AND USE OF THE ONLINE DISTRIBUTION DATABASE AND
RESERVATION FUNCTION BY THIRD PARTY USERS. Subject to the provisions set forth
herein, Orbitz may enter into agreements with Third Party Users permitting the
Third Party User access to and use of the Online Distribution Database and the
Reservation Function provided that:

     (i)     except to end user accessors of the Third Party User, the Third
             Party User may not redistribute or allow access or use of the
             Online Distribution Database or Reservation Function,

     (ii)    each Third Party User must indemnify and hold harmless Pegasus of
             and from any and all claims arising out of the access to or use of
             the Online Distribution Database and Reservation Function,

     (iii)   each Third Party User must acknowledge in writing that the Online
             Distribution Database and the Reservation Function are the sole
             exclusive property of Pegasus or the hotels participating in the
             Online Distribution Database and may not be copied, downloaded,
             hyperlinked or in any manner used, reproduced or redistributed in
             whole or in part except by an end user accessor of the Third Party

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             User for the sole purpose of making or canceling a reservation at a
             hotel contained in the Online Distribution Database,

     (iv)    each Third Party User must agree that the service or site of any
             Third Party User that utilizes the Reservation Function or the
             Online Distribution Database shall not contain Offensive Content
             and that in the event the service of any Third Party User that
             utilizes the Reservation Function or the Online Distribution
             Database contains any Offensive Content, Pegasus may immediately
             terminate such Third Party User's access to the Reservation
             Function or Online Distribution Database without such termination
             causing an Event of Default, and

     (v)     [superseded]

     2.10    INTRODUCTION OF NEW PRODUCTS OR SERVICES. In the event Pegasus
introduces any additional products or services to any of its Interface
customers in the future, Pegasus will promptly give notice to Orbitz of such
additional products or services. Orbitz may give notice to Pegasus at anytime
thereafter during the term of this Agreement that it wishes to add such
additional products or services. Pegasus shall provide such additional
products or services to Orbitz pursuant to a mutually agreed schedule and
pricing. Notwithstanding the foregoing, Pegasus shall provide any upgrades,
enhancements, bug fixes, or modifications to existing Pegasus Services at no
additional charge to Orbitz.

     2.11    PRESS RELEASES. Neither Pegasus nor Orbitz shall release any
communication to the public or press regarding this Agreement without the prior
written consent of the other party provided that in the event Pegasus is
required by law or federal regulatory agency to issue a release regarding this
Agreement or its relationship with Orbitz and Orbitz has unreasonably withheld
or delayed its approval, Pegasus may issue such release only to the extent
necessary to comply with such law or regulatory agency.

     2.12    PEGASUS COMMISSION PROCESSING MEMBERSHIP AGREEMENT. [superseded]

                                    3.0 FEES

     3.1     NET RESERVATION FEE. [superseded]

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     3.2     SERVICE LEVEL FEES. In the event Pegasus fails to maintain the
average monthly service level requirements set forth on Exhibit A, Pegasus shall
pay Orbitz the service level fees set forth on Exhibit A for each Net
Reservation processed during that month.

     3.3     GEO-SEARCH FEES. In the event accessors of Orbitz's Services
utilize Geo-Search, Orbitz shall pay Pegasus the following fees:

     (i)     U.S. [***] for each map resulting from a Geo-Search.

     No other fees shall apply to Orbitz utilization of the Pegasus Services.

     3.4     COMMUNICATION COSTS. Orbitz shall be solely responsible for the
cost of dedicated leased data lines, dial up lines and all related costs of
other alternative methods of communication incurred in connection with the
Interface. Each party shall bear its own costs for modems purchased or leased as
necessary for communications between Orbitz's Services and Pegasus' Online
Distribution Database and/or Reservation Function.

     3.5     ADDITIONAL SERVICES. In the event Orbitz requests Pegasus to
perform additional services not set forth in this Agreement, Orbitz shall pay
Pegasus mutually agreed upon consulting rates and mutually agreed upon expenses
incurred as a result of such additional services.

     3.6     PAYMENT OF FEES AND COSTS. Each party will provide a monthly
statement to the other party setting forth transactions and all fees, costs and
credits due pursuant to this Agreement. Each party shall pay all undisputed
amounts due within thirty (30) days after receipt of the statement. In the event
any undisputed amount due is not paid within thirty (30) days of receipt of a
statement setting forth the amount due, in addition to each party's rights of
termination provided herein, the non paying party agrees to pay interest on all
amounts over thirty (30) days old at an annual rate of 9% or 3/4% per month. All
fees and costs shall be paid in U.S. dollars.

     3.7     PRICING AGREEMENT. Pegasus agrees that the pricing offered to
any other customer with the same or similar Net Reservation volumes and
Minimum Volume commitments for the Interface and Reservation Function
provided pursuant to this Agreement shall not be any more favorable than the
pricing set forth in Section 3.1 hereof. In the event Pegasus enters into an
agreement with such customer for the Interface and Reservation Function and
with the same or similar Net Reservation volumes and Minimum Volume
commitments as provided pursuant to this Agreement with more favorable
pricing than as set forth in this Agreement, Pegasus shall notify Orbitz in
writing of such pricing within thirty (30) days of the date of full execution
of such agreement and shall make such pricing available to Orbitz. If such
pricing is accepted by Orbitz, this Agreement shall be amended to include
such pricing.

     3.8     QUARTERLY RECONCILIATION. Once every calendar quarter, or more
frequently upon the mutual agreement of the parties, the parties shall meet,
either in person or via teleconference, to reconcile and verify the accuracy of
all payments or charges due in the previous calendar quarter, and otherwise
discuss each party's performance pursuant to this Agreement.

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                                   4.0 TERM

     4.1     TERM OF AGREEMENT. [superseded]

                               5.0 TERMINATION

     5.1     TERMINATION BY ORBITZ. Upon the occurrence of an Event of Default
(as hereinafter defined) by Pegasus and the failure of Pegasus to cure such
default after written notice and opportunity to cure as provided by SECTION 6.3
hereof, Orbitz may terminate this Agreement at any time within thirty (30) days
after the expiration of the cure period provided in SECTION 6.3.

     5.2     TERMINATION BY PEGASUS. Upon the occurrence of an Event of Default
(as hereinafter defined) by Orbitz and the failure of Orbitz to cure such
default after written notice and opportunity to cure as provided by SECTION 6.3
hereof, Pegasus may terminate this Agreement at any time within thirty (30) days
after the expiration of the cure period provided in SECTION 6.3.

     5.3     Termination for Decrease in Room Availability. Orbitz may terminate
this Agreement in accordance with Section 6.3 hereof in the event that any one
or more of the following occur (i) the number of hotels represented in the
Online Distribution Database decreases by [***] or more from the number of
hotels represented in the Online Distribution Database as of the effective of
this Agreement; or (ii) the geographic markets represented in the Online
Distribution Database decreases by [***] or more.

                                 6.0 DEFAULT

     6.1     EVENTS OF DEFAULT. Subject to SECTION 6.2 hereof, any one of the
following listed occurrences shall be considered an Event of Default:

     (i)     The failure to pay any amount due hereunder within the time
     required;

     (ii)    The refusal or failure to diligently and in good faith perform each
     and every material provision of this Agreement;

     (iii)   [superseded]

     (iv)    The failure of Pegasus to maintain the average monthly Response
     Times set forth on Exhibit A hereto for three (3) or more consecutive
     months or otherwise commit a service level default set forth in Section
     5.4;

     (v)     The failure of Pegasus to follow the Problem Resolution Procedures
     set forth on Exhibit A hereto in two (2) or more consecutive instances;

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     (vi)    The breach of the Pegasus Commission Processing Membership
     Agreement between Pegasus and Orbitz; or

     (vii)   The application by Orbitz or Pegasus for or the consenting to the
     appointment of a receiver, a trustee or liquidator of all or of a
     substantial portion of its assets; the making by Orbitz or Pegasus of a
     general assignment for the benefit of creditors; Orbitz or Pegasus being
     adjudicated as bankrupt or becoming insolvent; Orbitz or Pegasus filing a
     voluntary petition in bankruptcy or filing a petition or answer seeking
     reorganization or an arrangement with creditors or seeking to take
     advantage of any law (whether federal or state) relating to relief of
     debtors, or admitting (by answer, by default or otherwise) the material
     allegations of a petition filed against it in any bankruptcy,
     reorganization, arrangement, insolvency or other proceedings (whether
     federal or state) relating to relief of debtors; Orbitz or Pegasus
     admitting in writing that it is unable to pay its debts as they mature or
     that it is generally not paying its debts as they mature; Orbitz or Pegasus
     suffering or permitting to continue for ninety (90) consecutive days any
     judgment, decree or order, entered by a court of competent jurisdiction,
     which approves a petition seeking reorganization of such party or which
     appoints a receiver, trustee or liquidator of such party or of all or a
     substantial part of any of its assets; attachment, execution or other
     judicial seizure of all or substantially all of the assets of Orbitz or
     Pegasus, where such seizure is not discharged within ninety (90) days; or
     the filing of any involuntary petition in bankruptcy against Orbitz or
     Pegasus which is not dismissed within ninety (90) days of its filing.

     6.2     FORCE MAJEURE. It shall not constitute a default if an Event of
Default is caused by or results from acts of God, fire, war, civil unrest,
accident, power fluctuations or outages, telecommunication fluctuations, outages
or delays, utility failures, mechanical defects, or other events beyond the
control of the defaulting party. However, if an Event of Default results from
any such occurrence and continues for more than thirty (30) consecutive days,
either party may terminate this Agreement by providing notice as required
herein.

     6.3     NOTICE OF DEFAULT. Upon the occurrence of an Event of Default, the
non-defaulting party shall give written notice to the defaulting party
specifying the alleged default. The defaulting party shall then be entitled to
ten (10) days after receipt of such notice within which to cure any monetary
default and thirty (30) days within which to cure any non-monetary default.

                               7.0 CONFIDENTIALITY

     7.1     CONFIDENTIAL INFORMATION. During the term of this Agreement, it is
acknowledged by Orbitz and Pegasus that each may receive or have access to
confidential and proprietary information of the other party including, but not
limited to, software, codes, specifications, data base and trade secrets
("CONFIDENTIAL INFORMATION"). Confidential Information shall not include any
information which (i) was publicly known and made generally available in the
public domain prior to the time of disclosure by the disclosing party; (ii)
becomes publicly known and made generally available after disclosure by the
disclosing party to the receiving party through no action or inaction of the
receiving party; (iii) is already in the possession of the receiving party at
the time of disclosure by the disclosing party as shown by the receiving party's
files and records immediately prior to the time of disclosure; (iv) is obtained
by the receiving party from a third party without a breach of such third party's
obligations of confidentiality; (v) is independently developed by the receiving
party without use of or reference to the disclosing party's Confidential
Information, as shown by documents and other competent evidence in the receiving
party's

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possession; or (vi) is required by law to be disclosed by the receiving party,
whereupon the receiving party will provide prompt notice to the disclosing party
and give such party a reasonable opportunity to respond prior to such
disclosure. Each party acknowledges that it shall not acquire any ownership or
other rights in or to Confidential Information of the other, and shall use the
Confidential Information only for the purposes of the performance of this
Agreement, and shall keep confidential and not disclose the Confidential
Information to any other person, firm or corporation without the prior written
consent of the other party. Any Confidential Information transmitted in writing
or by other tangible media shall remain the property of the owner and shall be
returned to the owner at its request, together with all copies made thereof, at
the conclusion of this Agreement. The parties agree that the provisions of this
SECTION 7 shall survive the expiration or termination of this Agreement.

     7.2     USE OF MARKS. Orbitz acknowledges that Click-It! Weekends, Powered
by Pegasus, TravelWeb and NetBooker are each service marks of Pegasus or its
affiliates and Orbitz agrees not to use any of Pegasus' marks in any way
including, but not limited to, in any advertising or promotional materials,
without the prior written approval of Pegasus. Pegasus agrees not to use any of
Orbitz's trademarks, service marks or other marks in any way including, but not
limited to, in any advertising or promotional materials, without the prior
written approval of Orbitz. [superseded]

     7.3     CONFIDENTIALITY OF THE AGREEMENT. The parties agree that the terms
and provisions of this Agreement shall be kept confidential and shall be
disclosed only to those persons and entities as required by law or as permitted
by the other party hereto. The parties may, however, disclose the existence of
this Agreement to any person or entity.

                               8.0 INDEMNIFICATION

     8.1     INDEMNIFICATION IN THE EVENT OF CERTAIN LOSSES. Customer agrees to
indemnify and hold harmless Pegasus and Pegasus's affiliates, directors,
officers, employees and other stockholders, from and against any losses, claims,
liabilities, damages or expenses (including reasonable attorney's fees) arising
out of the access to or use by a Third Party User or the accessor of a Third
Party User of the Online Distribution Database and the Reservation Function or
occurring on account of Customer's fault and through no fault of Pegasus
("Pegasus' Losses"). Pegasus agrees to indemnify and hold harmless Customer, and
Customer's affiliates, directors, officers, employees and stockholders, from and
against any losses, claims, liabilities, damages or expenses (including
reasonable attorney's fees) occurring on account of Pegasus's fault and through
no fault of Customer ("Customer's Losses"). Promptly after receipt by an
indemnified party of notice of the commencement of any action or the
presentation or other assertion of any claim which could result in any
indemnification claim pursuant to this Section 8.1, such indemnified party shall
give prompt notice thereof to the indemnifying party and the indemnifying party
shall be entitled to participate therein or, to the extent that it shall wish,
assume the defense thereof with its own counsel. If the indemnifying party
elects to assume the defense of any such action or claim, the indemnifying party
shall not be liable to the indemnified party for any fees of other counsel or
other expenses, in each case subsequently incurred by such indemnified party in
connection with the defense thereof, other than reasonable costs of
investigation and preparation, unless representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. The parties agree to

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cooperate to the fullest extent possible in connection with any claim for which
indemnification is or may be sought under this Agreement.

                       8A.0 REPRESENTATIONS AND WARRANTIES

     8A.1    MUTUAL WARRANTIES. Each party represents and warrants to the other
that (i) it has full right, power and authority to enter into this Agreement and
to perform all of its obligation hereunder; and (ii) the execution, delivery and
performance of this Agreement will not result in a breach of any material
agreement or understanding to which it is a party or by which it or any of its
material properties may be bound; and (iii) the content provided to the other
party shall not contain any material that is fraudulent, threatening, abusive,
harassing, defamatory, vulgar, obscene, profane, or racially or ethnically
objectionable. Pegasus further represents and warrants that (i) without the
prior written consent of Orbitz, Pegasus shall not intentionally utilize any
code which would have the effect of disabling or otherwise shutting down all or
any portion of the Orbitz Services; and (ii) the services, software, or other
materials provided by Pegasus do not violate the intellectual property rights of
any third party.

                  9.0 DISCLAIMER AND LIMITATION OF LIABILITIES

     9.1     DISCLAIMER, LIMITATION OF LIABILITIES AND RISK OF INTERNET USAGE.
PEGASUS WILL NOT BE RESPONSIBLE OR LIABLE FOR (i) ANY FALSIFICATIONS OR
INACCURACIES IN ANY OF THE INFORMATION DISPLAYED ON CUSTOMER'S SERVICE NOT
GENERATED OR CAUSED BY PEGASUS, (ii) ANY ACT OR FAILURE TO ACT WITH RESPECT TO
THE PUBLICATION OF INFORMATION ON THE INTERNET OR THE CREATION OR FUNCTIONALITY
OF RESERVATION CAPABILITIES UNLESS EXPRESSLY SET FORTH HEREIN, (iii) ANY CLAIM,
DAMAGE OR LIABILITY OF ANY NATURE ARISING OUT OF ACCESS TO ORBITZ'S SERVICE
AND/OR THE MAKING, CHANGING OR CANCELING OF A RESERVATION AND THE USE OF A
CREDIT CARD OR OTHER DEBIT DEVICE IN CONNECTION THEREWITH, (iv) ANY CLAIM
RESULTING FROM ANY INTERRUPTION, MALFUNCTION OR CHANGE IN THE USE OF THE
INTERNET OR A DISTRIBUTION SYSTEM, OR (v) ANY CLAIM, DAMAGE OR LIABILITY OF ANY
NATURE ARISING OUT OF THE ONLINE DISTRIBUTION DATABASE, EXCEPT TO THE EXTENT
RESULTING FROM PEGASUS' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. EXCEPT AS
EXPRESSLY SET FORTH IN SECTION 8A.1 REPRESENTATION AND WARRANTIES, ALL
WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT
LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,
GOOD AND WORKMANLIKE PRODUCT OR SERVICE OR OTHERWISE ARE DISCLAIMED AND WAIVED
BY BOTH PARTIES. ORBITZ ACKNOWLEDGES AND AGREES THAT THE OPERATION OF A SITE ON
THE INTERNET IS AT ORBITZ'S OWN RISK.

     9.2     LIMITED RESPONSIBILITY. A party shall be responsible only for
service(s), product(s), or content that are provided by that party, its
authorized agents, subcontractors, or others retained by such parties, and
neither party shall bear any responsibility for the service(s), product(s),
content, and facilities provided by the other party, its affiliates, agents,
subcontractors, or other persons retained by such parties, or other third
parties.

     9.3     CONSEQUENTIAL DAMAGES. In no event shall a party have any liability
whatsoever to the other party for any indirect, special, consequential,
incidental or punitive damages,

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including loss of anticipated profits or revenue or other economic loss in
connection with or arising from anything said, omitted or done hereunder
(collectively, "Consequential Damages"), even if such party has been advised of
the possibility of such damages; PROVIDED that the foregoing shall not limit a
party's obligation under Section 8 to indemnify, defend and hold the other party
harmless against any amounts payable to a third person.

                                10. MISCELLANEOUS

     10.1    DISPUTE RESOLUTION. The parties shall in good faith work together
to resolve any disputes arising out of or in connection with this Agreement. Any
controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrators may be entered in any court having
jurisdiction thereof. There shall be a panel of three arbitrators. Each party
shall select one arbitrator and the two arbitrators selected shall select a
third neutral arbitrator. All reasonable and necessary costs and fees (including
attorney's fees) incurred in connection with the arbitration shall be borne by
the losing party or assessed in the award as otherwise deemed appropriate by the
arbitrators.

     10.2    STATUS OF PARTIES. This Agreement shall not constitute a
partnership, joint venture or similar arrangement. The parties hereto are
separate and distinct entities independently contracting with each other at
arm's length.

     10.3    ASSIGNMENT. This Agreement is not assignable by Pegasus or Orbitz
without the prior written consent of the non-assigning party (and such consent
shall not be unreasonably withheld), provided that either party may assign this
Agreement to an affiliate or in the event of an acquisition, merger or sale of
substantially all assets.

     10.4    NOTICES. All notices, requests, consents, payments and other
communications contemplated hereby shall be in writing and (a) personally
delivered, (b) deposited in the United States mail, first-class, registered or
certified mail, return receipt requested, with postage prepaid, (c) sent by
overnight courier service (for next business day delivery), shipping prepaid, or
(d) by facsimile transmission, as follows:

     If to PEGASUS:                                  If to ORBITZ:
     Pegasus Solutions, Inc.                         ORBITZ, LLC
     3811 Turtle Creek Blvd.                         200 South Wacker Drive
     Suite 1100                                      19th Floor
     Dallas, TX 75219                                Chicago, IL 60606
     Attention: John F. Davis III                    Attention: General Counsel
     (Facsimile: (214) 528-5675)                     (Facsimile: (312) 632-1592
     cc:   Ric L. Floyd, General Counsel
           at the same address

or such persons or addresses as any party may request by notice duly given
hereunder. Except as otherwise specified herein, notices shall be deemed given
and received at the time of personal delivery or, if sent by U.S. mail, three
(3) business days after mailing, or, if sent by overnight courier, one (1)
business day after such sending.

     10.5    CONTROLLING LAW AND VENUE. This Agreement shall be interpreted
pursuant to the

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laws of the State of Texas. The venue for any arbitration or suit brought by
Orbitz with respect to or arising out of this Agreement shall be in the City of
Dallas, Texas or in the state or federal courts situated in Dallas County,
Texas. The venue for any arbitration or suit brought by Pegasus with respect to
or arising out of this Agreement shall be in the City of Chicago, Illinois or in
the state or federal courts situated in Cook County, Illinois. The parties
hereto hereby waive all objections, and they hereby consent to such jurisdiction
and venue.

     10.6    ENTIRE AGREEMENT. This Agreement and the Pegasus Commission
Processing Membership Agreement executed concurrently herewith constitute the
entire agreement between Pegasus and Orbitz with respect to the subject matter
hereof and supersedes and replaces any and all other agreements and
representations, verbal or written, with respect to the subject matter of this
Agreement. There are no representations, warranties or agreements made or relied
upon by either party with respect to the subject matter of this Agreement which
are not contained in this Agreement. This Agreement may only be amended in a
writing by authorized representatives of both parties.

     10.7    SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the legal representatives, successors and duly
authorized assigns of each party whether resulting from merger, acquisition,
reorganization or assignment pursuant to the terms hereof.

     10.8    RIGHT TO AUDIT. During the term hereof, each party shall maintain
true and accurate records of all information relating to its performance
pursuant to this Agreement according to generally accepted principles of
accounting. Each agrees to supply the other party, upon request, a statement by
each party certifying the completeness and accuracy of all information contained
in all of the statements supplied to the other party during the term of this
Agreement. Acceptance by either party of any statements shall not be construed
as acceptance of the accuracy thereof or as a waiver of any rights hereunder.
During the term, each party, its auditors or its authorized representatives (who
shall be bound by the confidentiality provisions in SECTION 7, and shall be
reasonably acceptable to the other party) shall have the right during normal
business hours and upon reasonable notice to the audited party to conduct audits
or inspections of those books and records of the audited party. Such audit shall
be conducted in as minimally intrusive and disruptive manner as possible. The
cost of any audit undertaken pursuant to this SECTION 10.8 shall be borne by
party requesting such audit provided that, in the event that any such audit
reveals errors in excess of ten percent (10%), then the auditing party reserves
the right, in addition to any other remedies available to auditing party under
this Agreement, also to recover from the audited party the reasonable costs
incurred by the auditing party of such audit

     10.9.   INSURANCE. [superseded]

PEGASUS SOLUTIONS, INC.                    ORBITZ, LLC

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By:   /s/ John F. Davis III                 By:    /s/ Alex D. Zoghlin
      ------------------------                     -------------------------
      John F. Davis III                     Print: Alex D. Zoghlin

      President                             Title: CTO
                                                   ---

Date: 12/15/00                              Date:  December 7, 2000
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                                     -12-
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                                  EXHIBIT A
                          SERVICE LEVEL REQUIREMENTS

                                 [superseded]



                                     -13-
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                                  EXHIBIT B
                        PEGASUS COMMISSION PROCESSING
                             MEMBERSHIP AGREEMENT

                                 [superseded]

                                     -14-