<Page>
                                                                  EXHIBIT 10.16

                                 AMENDMENT NO. 1
                                     TO THE
                               SERVICES AGREEMENT

         THIS AMENDMENT is made this 8th day of January 2003, by and between
Rosenbluth International, Inc., a Pennsylvania corporation, having its principle
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").
This Amendment amends that certain Services Agreement entered into by and
between ORBITZ and UPSTREAM, on April 22, 2002 (the "Agreement").

         WHEREAS, ORBITZ and UPSTREAM intend to revise or amend certain portions
of the Agreement in accordance with the terms of Section 12.4 therein;

         NOW, THEREFORE, in exchange of good and valuable consideration that
will not hereinafter be challenged, the parties hereby agree as follows:

         PRECEDENCE. To the extent a term or expression used in this Amendment
         is defined in the Agreement, the term or expression will have the
         meaning ascribed to it in the Agreement, unless agreed otherwise in
         this Amendment. To the extent any terms or conditions of this Amendment
         conflict with the terms of the Agreement, the terms of this Amendment
         will prevail.

2.       CONTRACTOR SERVICES. Pursuant to Section 4.4 of the Agreement, the
         parties hereby memorialize UPSTREAM's receipt of ORBITZ's notice that
         ORBITZ desires UPSTREAM to outsource the processing of corporate and
         leisure email Contacts to an overseas third-party, which the parties
         hereby agree will be the entity currently known as LAWKIM UPSTREAM
         Contract Management Private Limited, Chitalsar, Mapada, S.V. Road Thane
         400_,607, Maharashtra, India (hereinafter, the "Contractor"). ORBTIZ
         hereby approves of LAWKIM UPSTREAM Contract Management Private Limited
         as the Contractor. In accordance with Section 4.4 of the Agreement,
         UPSTREAM agrees to outsource the processing of corporate and leisure
         email Contacts to the Contractor in accordance with the terms of the
         Agreement, as amended herein.

3.       TRANSITION. UPSTREAM will cause the Contractor to commence processing
         corporate and leisure email Contacts on January 8th, 2003. One hundred
         percent (100%) of corporate and leisure email Contacts processed by
         UPSTREAM must be processed by the Contractor by March 1, 2003. UPSTREAM
         may continue to process corporate and leisure email Contacts in the
         United States of America throughout the term of the Agreement;
         provided, however, that after March 1, 2003, except as expressly stated
         in the Agreement, the pricing for processing email Contacts will be
         based on the assumption that 100% of all email Contacts are processed
         by the Contractor regardless of the actual percentage of email Contacts
         that are processed by the Contractor.

4.       PRICING. The pricing table attached as Exhibit A-1 hereto supercedes
         and replaces Exhibit D-3 of the Agreement (Contractor Email Pricing
         Matrices) in its entirety. The parties agree that notwithstanding the
         foregoing, from the effective date of this Amendment through February
         28, 2003, ORBITZ will pay UPSTREAM $[***] dollars per Ticket
         Transaction, regardless which entity actually processes the email
         Contact, and regardless of the Ratio associated with processing the
         email Contact. Beginning March 1, 2003 through the remainder of the
         term of the Agreement, ORBITZ will pay UPSTREAM the applicable amount
         as set forth in Exhibit A-1 hereto for processing email Contacts,
         assuming an Average Handling Time of [***] minutes or less (see

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         Section 8.2(v) of the Agreement in the event the Contact Ratio or the
         Ticket Transactions tail above or below the range set forth on
         Exhibit A-I).

5.       UPCHARGES. Section 8.3 (ii) of the Agreement, related to email upcharge
         fees, is hereby amended to include the following terms: Beginning
         January 8, 2003 and ending [***] months thereafter ("Upcharge Grace
         Period"), ORBITZ shall have no obligation to pay UPSTREAM an email
         Upcharge Fee with respect to the processing of email Contacts by
         Contractor. At the end of the Upcharge Grace Period, ORBITZ shall again
         be obligated to pay UPSTREAM an email Upcharge Fee in accordance with
         the terms of this Section 8.3 (ii). If the Average Handle Time is drive
         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
         (each, a "Upcharge Event"), then the Upcharge Fee shall extend past an
         average handle time of [***] minutes at the rate of $[***] dollars for
         every [***] seconds beyond [***] minutes, but only if the Average
         Handle Time for the month in which the Upcharge Event occurred is
         higher than the average of the Average Handle Times for the 3 months
         immediately preceding the month in which the Upcharge Event occurred.

6.       SERVICE LEVELS. Section 3 (Service Level: Email Response Time) of
         Exhibit B (Service Level Requirements) is hereby amended to state that
         after February 28th, 2003, on average [***]% of all email-based
         Contacts processed during any calendar month must result in a Contact
         Handled within [***] hours of the initiation of the Contact (the "Time
         Requirement") and that the remaining email based Contacts must result
         in a Contact Handled within [***] hours of the initiation of the
         Contact; 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>
         <S>                                         <C>
         Forecast Exceeded by:                       Time Requirement

         3.1 -5.0%                                            [***]
         5.0- 7.0%                                            [***]
         7.0- 9.9%                                            [***]
</Table>
         In the event that the Forecast is exceeded by more than [***]%,
         UPSTREAM shall use commercially reasonable efforts to respond to all
         email-based Contacts within [***], 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
                  [***];

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         (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 [***]

         The foregoing notwithstanding, in the event that email-based Contacts
         are performed at the Facility due to (i) a Force Majeure Event, (ii)
         ORBITZ' election, or (iii) UPSTREAM'S election after determining that
         it was necessary to perform such services at the Facility in order to
         avoid a Chronic Failure (as defined in Exhibit B, Section 6 of the
         Agreement), then this amendment to Section 3 of Exhibit B shall be of
         no force and effect with respect to the Contacts processed at the
         Facility and the service level shall revert to the original provision
         set forth in the Agreement with respect to the Contacts processed at
         the Facility. Prior to March 1 2003, the minimum service level set
         forth in the Agreement prior to the commencement of this Amendment will
         remain in effect with respect to both Contractor and UPSTREAM.

7.       UPSTREAM REMITTANCE. For the purposes of Section 8.10 (i.e. the payment
         of the $[***] fee to help ORBITZ mitigate costs in transitioning
         email-related Services from UPSTREAM to Contractor), "Transfer Date"
         shall be deemed to mean February 15, 2003.

8.       COSTS. For the avoidance of doubt, UPSTREAM is responsible for costs
         (such as training, development, line charges, telecom charges) and
         other costs or expenses, related to the outsourcing of email processing
         to the Contractor, accordance with the terms of the Agreement. The last
         sentence of Section 8.12 of the Agreement shall be deleted in its
         entirety and replaced with the following: ORBITZ shall reimburse
         UPSTREAM, at UPSTREAM'S actual cost (not to exceed $[***] per minute,
         inclusive of taxes), without mark-up, for all outbound telephone calls
         made by UPSTREAM in connection with Contact Handled.

9.       CUSTOMER INFORMATION. For the avoidance of doubt, UPSTREAM will include
         in the Contractor Agreement a provision which requires the Contractor
         to comply at all times with ORBITZ's privacy policy as posted on the
         ORBITZ website.

10.      IP ASSIGNMENT. To the extent that any of the intellectual property
         rights, including without limitation any copyrights, in or to the Work
         developed or produced by UPSTREAM or the Contractor in the performance
         of the Services do not vest in ORBITZ upon creation, UPSTREAM hereby
         assigns, agrees to assign and agrees to include in the Contractor
         Agreement an obligation on the part of the Contractor to assign, any
         and all such rights to ORBITZ for no additional consideration. To the
         extent such rights cannot be assigned to ORBITZ, UPSTREAM agrees to
         license and to include in the Contractor Agreement an obligation on the
         part of the Contractor to license such rights exclusively and
         irrevocably to ORBITZ for no additional consideration. To the extent
         such rights, including without limitation any moral rights, cannot be
         licensed to ORBITZ, then UPSTREAM agrees to waive and to include in the
         Contractor Agreement an obligation on the part of the Contractor to
         waive such rights against ORBITZ. At ORBITZ's request, UPSTREAM will
         execute, and will include in the Contractor Agreement an obligation on
         the part of the Contractor to execute any additional documents or take
         such additional actions as may be reasonably required to give full
         legal effect to this Agreement, for no additional consideration.

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11.      ENTIRE AGREEMENT. This Amendment sets forth the complete and entire
         agreement between the parties with respect to the subject matter of the
         Amendment and supercedes and replaces any prior agreements between the
         parties, whether oral or in writing, with respect to its subject
         matter. Except as otherwise set forth in this Amendment, the terms and
         conditions of the Agreement will remain in full force and effect. This
         Amendment will be governed by the laws of the state of New York.

         IN WITNESS WHEREOF, the parties hereby cause this Amendment to be
executed by their duly authorized representatives identified below.

<Table>
<Caption>
<S>        <C>                             <C>        <C>

ROSENBLUTH INTERNATIONAL, INC.             ORBITZ LLC
("UPSTREAM")                               ("ORBITZ")

By:        JEROME W. JOHNSON               By:        ELIAH KAHN
           --------------------------                 --------------------------
Signature: /S/ JEROME W. JOHNSON           Signature: /S/ ELIAH KAHN
           --------------------------                 --------------------------
Title:     COO - UPSTREAM                  Title:     VP CUSTOMER EXPERIENCE
           --------------------------                 --------------------------
Date:      1-8-03                          Date:      1-13-03
           --------------------------                 --------------------------
</Table>

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[LOGO]
                                   EXHIBIT A-1
                  ORBITZ CONTRACTOR EMAIL P/TICKET PRICING GRID
<Table>
<Caption>

                 ANNUAL TRANSACTIONS RATIO
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>
2.00% - 2.99%      [***]       [***]         [***]         [***]         [***]       [***]       [***]
3.00% - 3.99%      [***]       [***]         [***]         [***]         [***]       [***]       [***]
4.00% - 5.99%      [***]       [***]         [***]         [***]         [***]       [***]       [***]
6.00% - 6.99%      [***]       [***]         [***]         [***]         [***]       [***]       [***]
7.00% - 7.99%      [***]       [***]         [***]         [***]         [***]       [***]       [***]
8.00% - 9.99%      [***]       [***]         [***]         [***]         [***]       [***]       [***]
10.00% - 11.99%    [***]       [***]         [***]         [***]         [***]       [***]       [***]


<Caption>
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>

2.00% - 2.99%      [***]       [***]         [***]         [***]         [***]       [***]       [***]
3.00% - 3.99%      [***]       [***]         [***]         [***]         [***]       [***]       [***]
4.00% - 5.99%      [***]       [***]         [***]         [***]         [***]       [***]       [***]
6.00% - 6.99%      [***]       [***]         [***]         [***]         [***]       [***]       [***]
7.00% - 7.99%      [***]       [***]         [***]         [***]         [***]       [***]       [***]
8.00% - 9.99%      [***]       [***]         [***]         [***]         [***]       [***]       [***]
10.00% - 11.99%    [***]       [***]         [***]         [***]         [***]       [***]       [***]

</Table>

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

<Caption>
15,500,000 - 16,000,000 - 16,499,999 - 17,000,000 - 17,500,000 - 18,000,000 - 18,500,000-
15,999,999   16,499,999   16,999,999   17,499,999   17,999,999   18,499,999   18,999,999
<S>          <C>          <C>          <C>          <C>          <C>          <C>
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]
   [***]        [***]        [***]        [***]        [***]        [***]        [***]

</Table>

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