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Services Agreement [Amendment No. 1] - Rosenbluth International Inc. and Orbitz LLC

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                                 AMENDMENT NO. 1
                                     TO THE
                               SERVICES AGREEMENT

          THIS AMENDMENT is made this 8th day of January 2003, by and between
Rosenbluth International, Inc., a Pennsylvania corporation, having its principle
place of business at 2401 Walnut Street, Philadelphia, PA 19103 ("UPSTREAM") and
ORBITZ, LLC, a Delaware limited liability company, having its principal place of
business at 200 South Wacker Drive, Suite 1900, Chicago, IL 60606 ("ORBITZ").
This Amendment amends that certain Services Agreement entered into by and
between ORBITZ and UPSTREAM, on April 22, 2002 (the "Agreement").

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

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

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

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

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

4.        PRICING. [***]

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<Page>

5.        UPCHARGES. [***]

6.        SERVICE LEVELS. Section 3 (Service Level: Email Response Time) of
          Exhibit B (Service Level Requirements) is hereby amended to state
          that after February 28th, 2003, on average [***] of all email-based
          Contacts processed during any calendar month must result in a Contact
          Handled within [***] hours of the initiation of the Contact (the "Time
          Requirement") and that the remaining email based Contacts must result
          in a Contact Handled within [***] hours of the initiation of the
          Contact; provided, however, that if the Ticket Transactions projected
          in the Monthly Forecast for the most immediate month to which such
          Forecast applies (e.g. for the Monthly Forecast provided on July 31,
          the most immediate month would be August) is exceeded, the Time
          Requirement shall be adjusted as follows:

<Table>
<Caption>
          Forecast Exceeded by:           Time Requirement
          <S>                                     <C>
          3.1 -5.0%                               [***] minutes
          5.0- 7.0%                               [***] minutes
          7.0- 9.9%                               [***] minutes
</Table>

          In the event that the Forecast is exceeded by more than [***],
          UPSTREAM shall use commercially reasonable efforts to respond to all
          email-based Contacts within [***] minutes, but any failure to do
          so will not result in any Service Level Credits or in material
          breach of this Agreement.

          [***]

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      with the Commission. Confidential treatment has been requested with
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<Page>

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

7.        UPSTREAM REMITTANCE. [***]

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

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

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

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


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<Page>

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

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

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

By:   Jerome W. Johnson                       By:    Eliah Kahn
      -------------------------------                ---------------------------

Signature:    /s/ Jerome W. Johnson           Signature:   /s/ Eliah Kahn
              -----------------------                      ---------------------

Title:   COO - Upstream                       Title:  VP Customer Experience
         ----------------------------                 --------------------------

Date:    1-8-03                               Date:   1-13-03
         ----------------------------                 --------------------------

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