Amendment to Advisory Agreement

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Exhibit 10.90

Amendment to Advisory Agreement

        This Amendment to the Advisory Agreement (this "Amendment"), dated as of February 16, 2005, by and between Worldspan, L.P., a Delaware limited partnership ("Worldspan") and Worldspan Technologies Inc (formerly known as Travel Transaction Processing Corporation), a Delaware corporation ("Advisor"), amends the Advisory Agreement, dated as of June 30, 2003, by and between Worldspan and Advisor (the "Agreement").

        WHEREAS, the parties hereto desire to enter into this Amendment in order to agree upon a prepayment and termination of the advisory fees payable pursuant to the Agreement, on the terms and conditions contained herein.

        NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and intending to be legally bound hereby, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, and without any further action required by any party hereto, hereby agree as follows:

        1.     Section 1 of the Agreement is hereby amended and restated in its entirety as follows:

"Term This Agreement shall be in effect for an initial term of ten (10) years commencing at the Effective Time (the "Term"). The parties agree, that effective as of January 1, 2005, Worldspan's obligation to pay Fees (as such term is defined in Section 3(a)) is terminated in exchange for Worldspan's agreement to pay to Advisor a prepayment of $7,700,000 on or before December 15, 2005."