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                                                            GALILEO CONTRACT NO.
                                                                     US995431-ET

                                   ObjectSpace
                            MASTER SERVICES AGREEMENT

This MASTER SERVICES AGREEMENT ("Agreement") is effective as of the 6th day
of August, 1999 (the "Effective Date") by and between GALILEO INTERNATIONAL,
L.L.C. ("Galileo"), a Delaware limited liability company and wholly owned
subsidiary of Galileo International, Inc., with offices at 9700 West Higgins
Road, Rosemont, Illinois 60018, AND OBJECTSPACE, INC., a Delaware
corporation, whose mailing address is 14850 Quorum Drive, Suite 500, Dallas,
Texas 75240 ("ObjectSpace").

                                    RECITALS

     A. ObjectSpace is in the business of creating and deploying advanced
technology solutions that leverage existing object-oriented technology and
providing consulting, training, and software products.

     B. Galileo desires to obtain such services from ObjectSpace pursuant to
the terms of this Agreement.

     Therefore, in consideration of the mutual covenants contained herein,
Galileo and ObjectSpace agree as follows:

1. SERVICES

     A.   ObjectSpace shall provide software and/or professional or technical
          services (collectively referred to herein as the "Services") described
          in one or more Task Orders negotiated and signed from time to time by
          authorized representatives of both parties. Each Task Order shall set
          forth, at a minimum, a description of the Services to be performed,
          the number of ObjectSpace's personnel assigned to the project
          (including their names), the duration of each individual's assignment,
          the project deliverables, a schedule for completing the project,
          reporting requirements, a project manager for each party, software
          testing and acceptance criteria and license and maintenance fees (if
          applicable), the fees for the Services to be performed, identification
          of the portions of any software to be delivered that are New Software
          and Other Software, as defined herein, and, to the extent that
          software owned by third parties is a portion of the software to be
          delivered to Galileo pursuant to a Task Order, the Task Order shall
          also include an identification of such third party software and a
          specification of the manner in which Galileo has or can obtain rights
          to use such third party software including additional costs, as
          applicable. A specimen Task Order is attached hereto as Exhibit A.
          ObjectSpace shall have the right to accept or decline any proposed
          Task Order.

     B.   Galileo shall have the right to request modifications to the scope of
          the Task Order by notifying ObjectSpace of the nature of the proposed
          change. For each proposed change or addition, ObjectSpace agrees to
          provide to Galileo, at no additional charge, an analysis of such
          change or addition, which shall include the following: (1) An estimate
          of the time and materials cost for each such change; and (2) An
          estimate of the effect such change would have on the project,
          including the impact on outstanding and future deliverables and the
          related delivery dates for such deliverables. Any changes in the
          scope, price, schedule, or requirements of a project must be evidenced
          by a written amendment to the Task Order that is executed by
          authorized representatives of both parties.

     C.   The methods, details, and means of performing the Services shall be
          determined jointly by ObjectSpace and Galileo, subject to Galileo's
          right to assure satisfactory results by exercising its rights to
          inspect, stop work, make recommendations regarding details of the
          work, and request modifications to the scope of the Task Order. The
          Services shall be performed either at Galileo's or ObjectSpace's
          premises, as agreed. If Services are performed at Galileo's premises,
          Galileo shall provide ObjectSpace's personnel with appropriate
          workspace, equipment, and services, and ObjectSpace's personnel shall
          observe Galileo's security and safety policies.


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     D.   Galileo shall provide appropriate cooperation and access to key
          personnel to enable ObjectSpace to perform the Services.

2. PERSONNEL

     A.   The person(s) retained by ObjectSpace and actively engaged in the
          provision of Services under this Agreement shall be identified in the
          applicable Task Order by name, title or position and responsibilities.
          Galileo shall have the right to approve all Personnel providing
          Services. If Galileo reasonably determines that any of Consultant's
          personnel are not appropriate for the work being performed based on
          their skills, background, or experience, ObjectSpace shall make a good
          faith effort to assign other qualified personnel.

     B.   ObjectSpace may not utilize subcontractors to provide the Services
          without Galileo's prior written consent. Each subcontractor shall
          execute a written agreement whereby he agrees to be bound by the terms
          of this Agreement.

     C.   All persons providing Services to Galileo under this Agreement shall
          at all times be employees of ObjectSpace and not of Galileo. It is the
          intent of the parties that ObjectSpace at all times shall be an
          independent contractor with full and complete responsibility for all
          of its employees, representatives, and subcontractors (hereafter
          "Personnel"), including, Without limitation, payment of all
          payroll-related taxes. Nothing in this Agreement shall be interpreted
          to create or establish the relationship of employer and employee
          between Galileo and ObjectSpace or any of its Personnel.

3. SOFTWARE DELIVERY AND TESTING

     A.   To the extent the Services specified in a particular Task Order
          contemplate the creation of any new, custom software that does not
          exist in the current product offerings of ObjectSpace or any third
          party and that is to be created only for Galileo's benefit ("New
          Software"), the parties shall agree upon criteria and methods for
          testing and acceptance of such New Software. Delivery of such New
          Software shall include the New Software itself in object code format,
          the source code for the New Software, and any related documentation,
          flow charts, design documents, record and file layouts, user and
          maintenance manuals, and any other materials deemed necessary by
          Galileo to perform the acceptance testing specifically and solely
          associated with the New Software (the "Software Deliverables"). The
          parties hereto expressly agree that the Software Deliverables shall
          only include information, code and documentation associated with New
          Software developed for Galileo as a result of a Task Order and shall
          not include (1) any preexisting software owned by ObjectSpace or any
          third party or (2) other software created by ObjectSpace but not
          specifically for Galileo (collectively, the "0ther Software") that may
          be used in conjunction with the New Software created for Galileo.
          Galileo shall only receive executable code and user level
          documentation, where applicable and available for all Other Software.

     B.   Upon delivery of the Software Deliverables, ObjectSpace shall assist
          Galileo in testing the New Software, and take all reasonable steps to
          correct any defects identified by Galileo.

4. TERM

     This Agreement shall commence on the Effective Date and expire upon the
     parties' completion of all obligations set forth under this Agreement or
     August 5, 2000, whichever occurs first (such period being referred to
     herein as the "Term"). This Agreement may be earlier terminated in
     accordance with Section 18 hereof. This Agreement may not be renewed or
     extended except by written agreement executed by both parties. Any
     obligations that survive the expiration or termination of this Agreement
     shall continue thereafter in full force and effect.

5. PROJECT MANAGERS


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     ObjectSpace and Galileo shall each designate, prior to the commencement of
     work under this Agreement, a project manager who shall have responsibility
     for conveying decisions on behalf of the respective parties under this
     Agreement. Such designated project managers shall be identified in the
     applicable Task Order. All correspondence and reports pertaining to this
     Agreement shall be initiated by and addressed to the respective project
     managers, except that notices under this Agreement shall be addressed as
     specified under Notices, below.

6. REPORTS AND DOCUMENTATION

     As specified in the applicable Task Order (or as otherwise agreed by
     Galileo and ObjectSpace in writing), ObjectSpace shall provide to Galileo
     written reports of the Services (the "Reports").

7. PROPRIETARY RIGHTS

     A.   ObjectSpace hereby assigns to Galileo all right, title, and Interest
          in and to the New Software, the Software Deliverables, Reports, and
          other ideas, Inventions, discoveries, improvements, designs, computer
          programs, modules, products and related documentation and works of
          authorship, including any modifications or enhancements thereto, and
          other intellectual property created or conceived wholly or in part by
          ObjectSpace or Its Personnel In connection with performing Services
          pursuant to this Agreement, whether alone or in cooperation with
          Galileo or any other third party that are embodied in New Software
          (collectively, the "Work Product"). Galileo shall have the right to
          obtain and to hold exclusively in Galileo's own name all rights to any
          copyrights in any copyrightable materials embodied in the Work
          Product, and any extensions and renewals thereof. ObjectSpace agrees,
          at the request of Galileo and for no additional consideration, to
          execute such documents and perform such other acts as Galileo deems
          necessary to effectuate the transfer of rights hereunder.

     B.   ObjectSpace hereby agrees and acknowledges that neither ObjectSpace
          nor its Personnel shall have any right to: (1) use, reproduce, modify,
          prepare derivative works from, distribute, transmit or otherwise
          exploit the Work Product by any means whatsoever, or (2) develop, use,
          or distribute works that are similar or identical (in function,
          structure, sequence, or organization) to the Work Product, except as
          may be necessary to perform the Services.

     C.   The term Work Product shall not be construed to include, and
          ObjectSpace shall retain all rights, title, and interest in: (1) the
          Other Software or any other software program(s) and documentation
          owned or distributed by ObjectSpace that is developed independently by
          ObjectSpace outside the scope of the Services; (2) any object oriented
          subroutines that are used in developing or that are embodied in the
          Work Product (excluding any Galileo Confidential Information); and (3)
          any tools or utilities developed by or on behalf of ObjectSpace (the
          foregoing being hereinafter collectively referred to as "Proprietary
          Materials"). ObjectSpace grants to Galileo a non-exclusive,
          nontransferable, perpetual license to use such Proprietary Materials
          that are incorporated into the Work Product solely for the operation
          of the New Software (other than the "Voyager" software, which shall be
          licensed pursuant to a separate license agreement).

     C.   Notwithstanding the foregoing, ObjectSpace may, except as otherwise
          provided herein, freely use the "residuals" from the Work Product,
          provided that ObjectSpace shall maintain the confidentiality of
          Galileo's Confidential Information. (The term "residuals" shall mean
          the Work Product in nontangible form (i.e., not in written or other
          documentary form, including tape or disk) that may be retained in the
          memories of ObjectSpace Personnel who have had access to or assisted
          in development of the Work Product, including know-how, ideas, or
          techniques contained therein.)

     D.   During the term of this Agreement, and for a period of 12 months
          thereafter, ObjectSpace shall not, without Galileo's prior written
          consent, assign any ObjectSpace Personnel who have performed Services
          hereunder to perform, for any entity listed on Exhibit B, services
          similar to those performed by such Personnel hereunder.

8. REPRESENTATIONS AND WARRANTIES


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     A.   ObjectSpace represents and warrants that the Services shall be
          performed in a good and workmanlike manner and that the Services shall
          be of the highest professional standards and quality. ObjectSpace
          agrees to reperform any Services not meeting this warranty at no
          additional cost to Galileo.

     B.   ObjectSpace represents and warrants that any and all hardware,
          software (including embedded software), firmware and systems created
          and provided by ObjectSpace hereunder (each a "Product," collectively
          the "Products") shall be Year 2000 Compliant, as that term is defined
          herein. The term "Year 2000 Compliant" or "Year 2000 Compliance" shall
          mean that each Product, when used in accordance with its applicable
          documentation, shall be capable upon installation of accurately
          processing (including, but not limited to, providing, receiving,
          calculating, comparing and sequencing of data) date and daterelated
          data from, into, and between the twentieth and twenty-first centuries,
          including the years 1999 and 2000, and leap year calculations.
          ObjectSpace warrants that any New Software supplied hereunder shall be
          Year 2000 Compliant until December 31, 2003. ObjectSpace shall
          promptly repair any non-compliant Products and documentation. If
          ObjectSpace is unable to rectify a Year 2000 noncompliance issue after
          reasonable efforts, ObjectSpace hereby grants Galileo permission to
          modify the Products, or any portion thereof, to bring the Product(s)
          into Year 2000 Compliance.

     C.   ObjectSpace represents and warrants that it has obtained all written
          assignments and consents from any Personnel or other third party as
          may be necessary to effectuate fully the transfer and assignment of
          rights to the Work Product, and that no other assignments or consents
          are necessary or appropriate under any agreements concerning any of
          the Work Product in order for the transfer and assignment of any of
          the Work Product under this Agreement to be legally effective in the
          United States, India or any other relevant jurisdiction.

     D.   ObjectSpace warrants that the Work Product, and any modifications or
          enhancements thereto, shall not infringe any intellectual property or
          other proprietary right of a third party of which ObjectSpace has
          direct knowledge, and that ObjectSpace shall not enter into any
          agreement or take any action that would conflict with the proprietary
          rights granted to Galileo hereunder.

     E.   ObjectSpace represents and warrants that, for a period of 90 days
          following the successful completion of the acceptance testing
          procedures specified in Section 3 above, the Software Deliverables
          shall conform to Galileo's specifications and requirements.

     F.   ObjectSpace represents and warrants that neither ObjectSpace nor any
          Personnel have any obligations to prior employers or others relating
          to proprietary or confidential information or any inventions or
          discoveries relating to the business of Galileo, and neither
          ObjectSpace nor any Personnel is bound by any restriction, agreement,
          judgment or other limitation limiting ObjectSpace's ability to enter
          into this Agreement or to carry out its terms or shall engage in any
          activity or take any action that would be In conflict with or that
          would result in a breach or violation of any such restriction,
          agreement, judgment or other limitation.

9. FEES

     A.   In consideration of performance of the Services pursuant to the terms
          of this Agreement, Galileo shall pay to ObjectSpace the amounts
          specified in the applicable Task Order. Unless otherwise provided in
          the applicable Task Order, ObjectSpace shall submit to Galileo a
          monthly invoice for the Services and reimbursable expenses, showing in
          reasonable detail the distribution of charges based on milestones
          completed and/or the hours worked and an itemization of reimbursable
          expenses.

     B.   In the event that ObjectSpace is compensated in whole or in part on an
          hourly basis, ObjectSpace agrees to keep complete and accurate books
          and records of the actual number of hours worked in performing the
          Services. Galileo shall pay such invoices within thirty (30) days of
          receipt by Galileo. During the term of this Agreement and for a period
          of one year following expiration or termination for any reason,
          Galileo or its representative may, upon reasonable prior notice,
          inspect the aforesaid books and records and make copies thereof. Any
          such audit shall be at the expense of Galileo.


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10. TRAVEL EXPENSES

     Galileo shall reimburse ObjectSpace for reasonable and necessary travel and
     living expenses, including, without limitation, air fare (Coach Class
     only), lodging, meals (subject to a maximum per them of $40.00), taxi,
     telephone and rental car, actually incurred by ObjectSpace or Personnel in
     connection with Services related travel preapproved by Galileo, up to the
     maximum(s), if any, set forth in the applicable Task Order. Such expenses
     shall be reimbursed by Galileo only upon submission by ObjectSpace of
     written expense reports documenting such expenses with receipts for all
     expenditures greater than twenty-five dollars ($25.00). Except for the
     travel-related expenses specified in this Section 10, Galileo shall not be
     responsible for any out-of-pocket expenses of ObjectSpace or Personnel,
     unless otherwise provided in the applicable Task Order.

11. TAXES

     A.   Galileo shall pay any United States sales or use taxes (except for any
          tax levied upon or measured by ObjectSpace's gross receipts) imposed
          by any taxing authority and required to be paid by ObjectSpace or
          Galileo as a result of the services provided to Galileo under this
          Agreement. Galileo shall not be liable for any tax levied upon or
          measured by the income of ObjectSpace. Galileo shall not be liable for
          any interest or penalties assessed as a result of any delay by
          ObjectSpace in connection with any such taxes.

     B.   If a claim is made against ObjectSpace for any taxes that are to be
          paid by Galileo, ObjectSpace shall promptly notify Galileo. If Galileo
          so requests in writing, ObjectSpace shall, at Galileo's expense, take
          such action as Galileo may reasonably direct with respect to such
          taxes, including payment of such taxes under protest. If the tax has
          been paid, and if requested by Galileo, ObjectSpace shall, at
          Galileo's expense, take such action as Galileo may reasonably direct,
          including allowing Galileo to file a claim or commence legal action in
          ObjectSpace's name, to recover such tax payment. In the event of
          refund or recovery of any tax, or part thereof, ObjectSpace shall pay
          to Galileo promptly that portion of the tax paid by Galileo, including
          any interest received thereon.

12. INDEMNIFICATION

     ObjectSpace shall defend, indemnify and hold harmless Galileo, its owners,
     officers, employees, and agents (collectively "Galileo"), from and against
     any and all claims, suits, liabilities, judgments, losses, damages, fines,
     costs and expenses (including reasonable attorneys' fees and expenses)
     resulting from any claim, suit or demand by any third party arising from
     (I) infringement of any intellectual property or other proprietary right of
     any third party arising from any act by the ObjectSpace or Personnel or
     Galileo's exercise of the rights granted hereunder, (ii) injuries to or
     deaths of persons or loss of or damage to tangible property caused by
     ObjectSpace or Personnel; (iii) the negligence or willful misconduct of
     ObjectSpace or Personnel; or iv) breach by ObjectSpace or Personnel of this
     Agreement (including any representation or warranty made hereunder), all
     except to the extent proximately caused by the negligence or intentional
     misconduct of Galileo. ObjectSpace's obligations under this Section 12
     shall survive the expiration or other termination of this Agreement.
     Galileo agrees to provide ObjectSpace with written notice of any such third
     party claim or suit and reasonable cooperation in the defense of any such
     claim or suit. ObjectSpace shall have complete control over the defense and
     settlement of any such claim or suit. In the event of a claim or suit
     covered by Section 12(1) above, ObjectSpace may, at its option, and in
     complete fulfillment of its obligations under this Section 12 either, at
     the sole discretion of ObjectSpace, (a) secure by license or otherwise, the
     right for Galileo to continue to use the allegedly infringing material, (b)
     replace the allegedly infringing material with a non-infringing substitute
     of substantially equivalent functionality or, (c) return any funds received
     from Galileo that are directly related to the delivery of the allegedly
     infringing material, such funds may be associated with one or more Task
     Orders and may comprise all or part of the compensation associated with a
     Task Order.

13. CONSEQUENTIAL DAMAGES AND LIMITATIONS ON DAMAGES


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     EXCEPT FOR DAMAGES ASSOCIATED WITH CAUSES OF ACTION COVERED BY SECTION
     12(i) ABOVE, NEITHER PARTY SHALL BE LIABLE FOR, AND EACH PARTY WAIVES AND
     RELEASES ANY CLAIMS AGAINST THE OTHER PARTY FOR, ANY SPECIAL, INCIDENTAL OR
     CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST
     PROFIT, OR LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING FROM
     PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF ADVISED OF
     THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF
     THIS AGREEMENT AND EXCEPT FOR CLAIMS AND CAUSES OF ACTION COVERED BY
     SECTION 12(i) ABOVE, OBJECTSPACE'S TOTAL LIABILITY TO GALILEO FOR ANY CAUSE
     OF ACTION BROUGHT BY GALILEO REALTED IN ANY RESPECT TO THIS AGREEMENT OR TO
     THE SERVICES PERFORMED HEREUNDER OR THE SYSTEMS OR PRODUCTS DELIVERED
     HEREBY SHALL NOT EXCEED THREE TIMES THE AMOUNTS RECEIVED BY OBJECTSPACE
     FROM GALILEO FROM THE SERVICES PERFORMED BY OBJECTSPACE AS A RESULT OF THE
     TASK ORDER ASSOCIATED WITH THE CAUSE OF ACTION OR THREE TIMES THE AMOUNTS
     RECEIVED BY OBJECTSPACE IN THE TWELVE MONTHS PRECEDING THE FILING OF THE
     CAUSE OF ACTION, WHICHEVER IS LESS.

14. UNAUTHORIZED PAYMENTS

     A.   In connection with any performance under this Agreement, ObjectSpace
          shall at all times comply, and require all Personnel to comply, fully
          with all of the terms and provisions of the Foreign Corrupt Practices
          Act and any related or successor statute, regulation or governmental
          directive regarding payments to foreign nationals or other persons or
          entities.

     B.   In connection with any performance under this Agreement, ObjectSpace
          shall not make, and shall prohibit all Personnel from making, any
          payment or offer, promise or authorization of any payment, of any
          money or other article of value, to any official, employee or
          representative of any foreign government, or foreign business person
          or entity doing or seeking to do business with Galileo, in order
          either to obtain or to retain Galileo's business, or to direct
          Galileo's business to a third party, or to influence any act or
          decision of any government employee or representative, or of any
          employee or representative of Galileo, to perform or to fail to
          perform his or her duties, or to enlist the aid of any third party to
          do any of the foregoing.

     C.   In connection with any performance under this Agreement, ObjectSpace
          shall not solicit or receive any amount of cash or negotiable paper,
          or any item, service or favor of value from any present or prospective
          supplier, vendor or customer of Galileo, or from anyone else with whom
          Galileo does business, including any governmental official or
          representative, for or in connection with the obtaining or retaining
          any business of or with Galileo. ObjectSpace shall refuse to accept
          all such gifts and, if received, shall return such gifts to the donor.
          In all such cases ObjectSpace shall notify Galileo promptly of such
          gift or offer thereof. If Galileo deems it necessary, ObjectSpace
          shall turn over such gifts to Galileo for further handling.
          ObjectSpace shall require all Personnel to comply with the provisions
          of this Section 14.

15. CONFIDENTIAL INFORMATION

     Each of the parties is subject to the confidentiality obligations set forth
     in the mutual Non-Disclosure Agreement, dated September 1998, attached
     hereto as Exhibit C; and each party covenants to comply with its
     obligations thereunder throughout the term of this Agreement.

16. PUBLICITY

     Neither party shall refer to this Agreement or use the name of the other
     party in any form of publicity or advertising, either directly or
     indirectly, without the prior written consent of the other party. Neither
     party may use any trade name, trademark, service mark or product name of
     the other party, without first obtaining the other party's prior written
     approval of such use.


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17. FORCE MAJEURE

     Neither party shall be responsible for delays In or suspension of
     performance caused by acts of God or governmental authority, strikes or
     labor disputes, fires or other loss of manufacturing facilities, breach by
     suppliers of supply agreements, or other similar or dissimilar causes
     beyond the reasonable control of that party.

18. TERMINATION

     A.   If either party (the "Defaulting Party") fails to observe or perform
          any of its material obligations under this Agreement and if its
          failure continues for a period of ten (10) days after written notice
          from the other party to the Defaulting Party thereof, then, without
          prejudice to any other rights or remedies the other party may have,
          the other party may terminate this Agreement without termination
          liability upon written notice to the Defaulting Party. ObjectSpace
          acknowledges and agrees that ObjectSpace shall be in material breach
          of this Agreement in the event that ObjectSpace does not perform the
          Services to Galileo's reasonable satisfaction.

     B.   Notwithstanding anything to the contrary in this Section 18, either
          party may terminate this Agreement without termination liability
          immediately upon written notice to the other party in the event of any
          violation of the confidentiality provisions in Section 15 hereof, or,
          in the case of Galileo, in the event of a breach by ObjectSpace of any
          representation or warranty in Section 8 hereof.

     C.   All obligations of each party that have accrued before termination or
          that are of a continuing nature shall survive termination.

     D.   In the event of any termination of this Agreement prior to the
          expiration of the Term, ObjectSpace shall be entitled to receive the
          compensation it is due through the effective date of termination but
          shall not be entitled to any compensation after the effective date of
          termination, unless otherwise agreed.

     E.   Notwithstanding anything to the contrary in this Agreement, Galileo
          may, at its sole option, terminate any Task Order, or any portion
          thereof, upon thirty (30) days' advance written notice. Upon receipt
          of such notice, ObjectSpace shall advise Galileo of the extent to
          which performance has been completed through such date, and collect
          and deliver to Galileo whatever work product then exists in the manner
          requested by Galileo. ObjectSpace shall be paid for all work performed
          through the date of termination.

19. NON-WAIVER

     No waiver by either party of any default or breach by the other party of
     any provision of this Agreement shall be effective unless made in writing,
     and no waiver shall operate as or be deemed a waiver of any subsequent
     default or breach.

20. THIRD PARTY RIGHTS

     Nothing contained in this Agreement shall or is intended to create or shall
     be construed to create any right in or any duty or obligation to any third
     party.

21. AMENDMENTS

     This Agreement may be changed, modified, or amended from time to time only
     by express written agreement of both parties executed by their authorized
     representatives. To the extent any terms contained in a Task Order conflict
     with the terms of this Agreement, the terms set forth in the Task Order
     shall govern.

22. NOTICES


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     Notices under the terms of this Agreement shall be in writing and sent by
     prepaid certified mail, return receipt requested, or by telegram or
     telecopier, to the addresses provided below:

      Attn: Purchasing Manager               Fax: +1 (303) 397-5666
      Galileo International, L.L.C.
      5350 S. Valentia Way
      Englewood, CO 80111

      ObjectSpace, Inc.                      Fax: +1 (972) ___ - ___
      14850 Quorum Drive, Suite 500
      Dallas, Texas 75240

     Notices shall be effective on the first business day following receipt
     thereof. Notices sent by certified mail shall be deemed received on the
     date of delivery as indicated on the return receipt; notices sent by
     telegram or telecopier shall be deemed received on the date transmitted.

23. ASSIGNMENT

     Galileo may assign this Agreement to any Galileo owner, to any affiliate of
     such Galileo owner, to any wholly owned subsidiary, or to any successor of
     all or substantially all of its business or assets. This Agreement may not
     be otherwise assigned in whole or in part, and any such assignment shall be
     void and of no effect. ObjectSpace shall not assign or subcontract any part
     of the Services to be performed under this Agreement without the prior
     written consent of Galileo.

24. EQUAL OPPORTUNITY EMPLOYER

     Galileo certifies that it complies with Executive Order 11246 as amended,
     Section 503 of the Rehabilitation Act of 1973 as amended, and the Vietnam
     Era Veterans Readjustment Assistance Act of 1974 as amended, (38 USC 4212),
     and implementing regulations including the Equal Employment Opportunity
     Clause and the Affirmative Action Clause which are hereby incorporated by
     reference to the extent that Galileo is covered by those laws.

25. COMPLIANCE WITH LAWS

     ObjectSpace agrees to comply with all applicable state, federal, and local
     laws including, but not limited to, all applicable requirements of the
     Federal Government, pertaining to non-discrimination in employment and
     facilities, including without limitation, the provision contained in
     Paragraphs 1 through 7 of Part II, Nondiscrimination in Employment by
     Government Contractors and Subcontractors, of Executive Order 1124 (as
     amended by Executive Order 11375), and Certification of Nonsegregated
     Facilities (41 CRF, Chapter 1, Sections 1-12, 803.10) all of which
     provisions are incorporated herein by reference and expressly made a part
     hereof, ObjectSpace certifies that all articles delivered hereunder were
     produced in conformance with the Fair Labor Standards Act.

26. GOVERNING LAW

     This Agreement and any dispute arising under or in connection with this
     Agreement, including any action in tort, shall be governed by the internal
     laws of the State of Illinois of the United States of America, without
     regard to its conflict of laws principles. All actions brought to enforce
     or arising out of this Agreement shall be brought in federal or state
     courts located within the County of Cook, State of Illinois, the parties
     hereby consenting to personal jurisdiction and venue therein.

27. ENTIRETY OF AGREEMENT


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     This Agreement supersedes all prior oral or written representations or
     communications between the parties and, together with the Exhibits, the
     Task Orders, and any Non-Disclosure Agreements between the parties,
     constitutes the entire understanding of the parties regarding the subject
     matter of this Agreement.

28. CONFLICT OF INTEREST WAIVER

     ObjectSpace hereby waives any and all rights it may now have or hereafter
     acquire to assert, as a basis for rescinding or voiding this Agreement or
     in any other manner avoiding the performance of any obligation undertaken
     in this Agreement, a claim or defense of conflict-of-interest, based on the
     fact that: (I) one or more officers of Galileo serve as director(s) of
     ObjectSpace; or (ii) Galileo owns a minority equity interest in
     ObjectSpace.

IN WITNESS WHEREOF, the parties by their authorized representatives have
executed this Agreement on the dates provided below.

ObjectSpace, Inc.                          Galileo Intemational, L.L.C.

By:  /s/ Kenneth J. Overton                By:  /s/ Lori M. Tobin
     ---------------------------                -----------------------------
Name: Kenneth J. Overton                   Name:  Lori M. Tobin
Title:  VP, Enterprise Solutions           Title:  Senior Manager, Purchasing
Date:  September 13, 1999                  Date:  September 23, 1999


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                                    EXHIBIT A

                           S P E C I M E N TASK ORDER

                TASK ORDER #    TO GALILEO CONTRACT NO. US995431-ET

                NAME OF PROJECT:

     This Task Order is entered into pursuant to the ObjectSpace Master
Services Agreement, dated as of August 6, 1999 ("Master Services Agreement"),
between ObjectSpace, Inc. and Galileo International, L.L.C. This Task Order
(and any attachments incorporate herein by reference) and the Master Services
Agreement constitute the entire agreement between Galileo and ObjectSpace
with respect to the Services described in this Task Order and supersede any
and all prior agreements, proposals, representations, statements, or
understandings, whether written or oral, concerning such Services or the
rights and obligations of the parties relating thereto. In the event of any
inconsistency between the terms of this Task Order (and attachments, if any)
and the Master Services Agreement, the terms of this Task Order shall prevail.

DESCRIPTION OF THE SERVICES TO BE PERFORMED:

PROJECT COMPLETION SCHEDULE:

DELIVERABLE&

OBJECTSPACE PERSONNEL ASSIGNED TO PROJECT:

NAME          TITLE       RATE OF COMPENSATION        DURATION OF ASSIGNMENT
----          -----       --------------------        ----------------------

REPORTING REQUIREMENTS:

GALILEO PROJECT MANAGER:

OBJECTSPACE PROJECT MANAGER:

SOFTWARE TESTING AND ACCEPTANCE CRITERIA:

SOFTWARE LICENSE AND MAINTENANCE FEES:

COMPENSATION, BILLING SCHEDULE AND PAYMENT TERMS:
(include applicable milestones and completion incentives)

MAXIMUM REIMBURSABLE EXPENSES:

ADDITIONAL CONDITIONS:

OBJECTSPACE, INC.                       GALILEO INTERNATIONAL, L.L.C.
By:                                     By:
Name:                                   Name:
Title:                                  Title:
Date:                                   Date:


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                                    EXHIBIT B

                       To Galileo Contract No. US995431-ET

                              PRECLUDED ENGAGEMENTS

                                      Sabre
                                     Amadeus
                                    WorldSpan
                         Microsoft Products Corporation





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                                    EXHIBIT C

                            NON-DISCLOSURE AGREEMENT