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Sample Business Contracts

Services Agreement - Rosenbluth International Inc. and Orbitz LLC

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                               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.

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

        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

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               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.

        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" [***]

        2.19   "DOUBLE DOWN VOICE PRICE" [***]

        2.20   "EMAIL PRICE" [***]

        2.21   "FINAL MONTHLY REPORT" [***]

        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.

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        2.26   "MINIMUM FORECAST MONTH" [***]

        2.27   "MINIMUM NUMBER OF TICKET TRANSACTIONS" [***]

        2.28   "MONTHLY FORECAST" [***]

        2.29   "PARITY EMAIL PRICE" [***]

        2.30   "PARITY VOICE PRICE" [***]

        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

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               standards and commitments for the Services contained in this
               Agreement, as set forth in Exhibit B.

        2.35   "SERVICE LEVEL CREDITS" [***]

        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" [***]

        2.38   "TICKET TRANSACTION" [***]

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

        2.40   "VOICE PRICE" [***]

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

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               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    [***]

        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    [***]

        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.

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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 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:

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               (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.

               (v)    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 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


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                             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 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.


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        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. [***]

        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.

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        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 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

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

               (v)    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

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               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
               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.

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<Page>

        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 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.

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<Page>

8.      FINANCIAL TERMS.

        8.1    TRANSACTION FEES.

               [***]

        8.2    ADJUSTMENTS TO TRANSACTION FEES.

               [***]











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        8.3    UPCHARGES.

               [***]











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        8.4    TRANSITION FEES FOR TELEPHONE-BASED CONTACTS HANDLED. [***]

        8.5    REWARDS PROGRAM. [***]

        8.6    CORPORATE TRAVEL PROGRAM. [***]











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               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 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

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<Page>

                      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. [***]

        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

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               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 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

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               errors by a variance of [***] 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 [***] 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 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
               [***] 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

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               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 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 [***]

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        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.

        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

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               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
                      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

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                      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 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

                                       26
<Page>

               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 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

                                       27
<Page>

               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

                                       28
<Page>

               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 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.

                                       29
<Page>

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

                                       30
<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

                                       31
<Page>

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.

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 [***] ratio. This means for every [***] 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.

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                                       32

<Page>

     Quality Assurance Coaches ('QAC') shall be hired and assigned full-time to
     the ORBITZ Program on a [***] ratio for Inexperienced Specialists and [***]
     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.

     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

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                                       33
<Page>

     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

<Table>
          <S>                           <C>
          New Hire Tier l:              [***] weeks
          New Hire Tier 2:              [***] weeks
          Tier 1 to Tier 2 Conversion:  [***] weeks

          GDS Conversion Training:      [***]
</Table>

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 [***] 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.

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                                       34
<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.

                                       35
<Page>

          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."

<Table>
<Caption>
TECHNOLOGY OVERVIEW OF UPSTREAM CUSTOMER CARE CENTER
----------------------------------------------------
<S>                              <C>
Switch                           Lucent G3 vr x

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
</Table>

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.

                                       36
<Page>

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.

[***]

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

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                                       37
<Page>

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.

                                       38
<Page>

                                    EXHIBIT B

                           SERVICE LEVEL REQUIREMENTS

[***]











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treatment has been requested with respect to the omitted portions.

                                       39

<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

                                       40
<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.

                                       41
<Page>

                                    EXHIBIT D

2002 ARC MONTHLY REPORTING TABLE

<Table>
<Caption>
Year 2002                                                  Weeks
---------                                                  -----
<S>                 <C>                                    <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>

                                       42


<Page>

                                   EXHIBIT D-l

                 U.S. TELEPHONE TRANSACTION FEE PRICING MATRICES

                                      [***]































----------
***  The contents of this exhibit, consisting of twelve pages, have been
     omitted and filed separately with the Commission. Confidential
     treatment has been requested with respect to the omitted portions.

                                       43

<Page>

                                   EXHIBIT D-2

                   U.S. EMAIL TRANSACTION FEE PRICING MATRICES

                                      [***]































----------
***  The contents of this exhibit, consisting of seven pages, have been
     omitted and filed separately with the Commission. Confidential
     treatment has been requested with respect to the omitted portions.

                                       44

<Page>

                                   EXHIBIT D-3

                        CONTRACTOR EMAIL PRICING MATRICES

                                      [***]































----------
***  The contents of this exhibit, consisting of two pages, have been
     omitted and filed separately with the Commission. Confidential
     treatment has been requested with respect to the omitted portions.

                                       45

<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.

                                       46
<Page>

                                    EXHIBIT F

                             DISASTER RECOVERY PLAN

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

                                       47
<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

                                       48
<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.

                                       49
<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.

                                       50
<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

                                       51
<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.

                                       52