<PAGE>
*    Confidential treatment has been requested for portions of this
     exhibit. The copy filed herewith omits the information subject to the
     confidentiality request. Omissions are designated as "*". A complete
     version of this exhibit has been filed separately with the Securities and
     Exchange Commission.


                                                                    Exhibit 10.8



                                                                    Confidential

                           GENERAL SERVICES AGREEMENT

      THIS GENERAL SERVICES AGREEMENT (the "Agreement"), dated as of October 3,
2003 (the "Effective Date") documents the business relationship between SABRE
TRAVEL INTERNATIONAL LIMITED ("SABRE") and TAM LINHAS AEREAS S.A., A BRAZILIAN
CORPORATION ("TAM"), and describes the terms and conditions under which Sabre
will provide to TAM certain services, resources and deliverables. The
obligations of Sabre set forth in this Agreement will be performed by Sabre
itself and through its direct and indirect wholly-owned subsidiaries and/or
Affiliates. All references to Sabre and TAM in this Agreement will be deemed to
include all of their respective subsidiaries and Affiliates. As used herein with
respect to a Party, an "Affiliate" means any individual, corporation,
partnership or other entity recognized by law that controls, is controlled by or
is under the common control of that Party. TAM and Sabre may be referred to in
this Agreement individually as a "Party" and together as the "Parties".

1.    TERM. The term of this Agreement will begin on the Effective Date, and,
      unless earlier terminated as provided in this Agreement, will continue for
      a period of ten (10) years. In addition, if one or more Work Orders (as
      defined below) are outstanding when this Agreement expires (whether after
      the original term or otherwise), this Agreement will remain in full force
      and effect solely for purposes of allowing the activities covered by such
      Work Orders to be completed. On the eighth anniversary of this Agreement,
      the Parties shall enter into good faith negotiations for the extension of
      the Agreement beyond the initial ten-year term.

      Additionally, this Agreement shall be governed by two other dates, the
      "Implementation Date" and the "Suspension Date", each as defined in the
      applicable Work Order.

2.    SABRE SERVICES.

            (a) ENTRY OF SUBLICENSE AGREEMENT. TAM will enter into an agreement
            with Sabre authorizing Sabre to enter into sublicense agreements
            with third parties as set forth in the Sublicense Agreement attached
            as Exhibit B.

            (b) WORK ORDERS FOR SERVICES. During the term of this Agreement, TAM
            may request Sabre to provide TAM with such services, resources and
            deliverables as are mutually agreed upon from time to time by TAM
            and Sabre and confirmed in a mutually acceptable written work order
            substantially in the form attached hereto as Exhibit A (the "Work
            Order"). This Agreement establishes the standard provisions that
            will apply to each Work Order. Each Work Order will include, at a
            minimum, (a) a description of the services, resources and
            deliverables that Sabre will provide thereunder, (b) TAM's role, if
            any, in connection with such services, resources and deliverables
            and (c) a description of the charges to be paid by TAM to Sabre in
            consideration for such services, resources and deliverables. Each
            Work Order will be numbered sequentially beginning with the number
            one and, when executed by the Parties, will be attached hereto and
            made a part hereof for all purposes. In the event of any express
            conflict or inconsistency between the provisions of a Work Order and
            the provisions of this Agreement, the provisions of the Work Order
            will govern and control with respect to the interpretation of the
            conflicting clause of the Work Order; provided, however, that the
            provisions of the Work Order will be so construed to give effect to
            the applicable provisions of this Agreement to the fullest extent
            possible. The work to be performed by Sabre under this Agreement, as
            set forth in the Work Orders, is collectively referred to herein as
            the "Sabre Services". From time to time Sabre may request certain
            products, services and resources from TAM and in any such event,
            those requests will be made pursuant to this Agreement and this
            Section 2(b) and are collectively referred to as "TAM Services". The
            services to be provided by TAM under the Sublicense Agreement and
            the TAM Products as defined in said Sublicense Agreement attached on
            Exhibit B will not be deemed a TAM Service for the purposes of this
            Section 2(b). In any such event, a Work Order with specific terms
            mutually agreed by the Parties substantially in the form as attached
            in Exhibit A will be used, modified as appropriate for such requests
            from Sabre to TAM. Unless otherwise provided in a Work Order, the
            provisions of Paragraphs 2(b), 2(c), 2(d), 5(a), 5(b), 5(c), 5(d),
            5(e), 5(f), 5(g), 6, 8 ,9 ,10(a), 12(a), 12(b), 12(f)(i), 12(f)(ii),
            12 (f) (iii), 18, 19, will be included in the Work Order



                                                                               1
<PAGE>

                                                                    Confidential

            as if TAM were Sabre and Sabre were TAM, as well as an appropriate
            indemnity by Sabre for use of the TAM Services (in lieu of Paragraph
            13(c)) and an appropriate limitation of liability (in lieu of
            Paragraph 15(a)) in favor of TAM for the TAM Services. The
            provisions contained in Paragraphs 12(e), 13(c), 13(d) and 14(b)
            will not be reciprocal clauses in a Work Order for TAM Services.

            (c) DELIVERY. For Work Orders that include licensing of software,
            Sabre will use reasonable efforts to provide TAM with the applicable
            software in accordance with the project schedule set forth in the
            Work Order. Sabre will notify TAM in writing when Sabre believes the
            development of the software is complete and will deliver the
            software to TAM for installation. TAM will perform all preparatory
            work as specified in the applicable Work Order. For any software
            systems and databases hosted for TAM from a Data Center operated by
            or on behalf of Sabre and remotely accessed by TAM through
            telecommunications links (the "Hosted Software"), Sabre will provide
            TAM with access to the Hosted Software at TAM's site and will
            implement the Hosted Software at the above referenced Sabre Data
            Center for TAM's use in accordance with the applicable Work Order.

            (d) ACCEPTANCE TESTING. Sabre will conduct such tests as are
            practicable to confirm that the applicable software system is
            available and functional upon delivery to TAM and that
            implementation thereof shall take place with as little disruptionas
            may be practicable under the circumstances. Immediately following
            delivery to TAM, the Parties will schedule a time for TAM to test
            the software to determine if it substantially conforms to the
            functionality description contained in the applicable Work Order
            ("Acceptance Test"). A detailed Acceptance testing procedure (i.e.,
            test scripts, identification of testers, test sites, etc.) will be
            established jointly and agreed upon in writing by both Parties ten
            (10) business days prior to the commencement of such Acceptance
            Test. TAM shall notify Sabre in writing immediately of any material
            non-conformities between the delivered software system and the
            functionality described in the applicable Work Order. TAM's initial
            remedy for any such material non-conformity shall be to require
            Sabre to make corrections in the non-conformities so that the
            software substantially complies with the functionality and to
            resubmit such non-conforming portion for retesting within a mutually
            agreed period of time (the "Follow-up Acceptance Test"). If the
            product is re-submitted and corrections are not reasonably provided,
            TAM may terminate the use of the non-conforming portion and Sabre
            will refund TAM for the amount paid by TAM to Sabre for such product
            in addition other available remedies under this Agreement.
            "Acceptance" shall be deemed to take place upon the earlier of (i)
            the thirtieth (30th) business day after completion of the Acceptance
            Test, unless TAM notifies Sabre in writing of material
            non-conformities on or before that date; (ii) the thirtieth (30th)
            business day after completion of the Follow-up Acceptance Test,
            unless TAM notifies Sabre in writing of material non-conformities on
            or before that date; or (iii) the date TAM or its customers commence
            use of the software for productive purposes.

            (e) WORK ORDER CHANGE REQUESTS. Either Party may, from time to time,
            submit to the other Party a Work Order Change Request. If, in the
            receiving Party's reasonable judgment, the Change Request can be
            implemented without requiring additional time or resources of the
            receiving Party, increasing receiving Party's liability, or
            affecting the receiving Party's ability to maintain a project
            schedule, the receiving Party will implement the change at no
            additional cost to the requesting Party. Otherwise, the receiving
            Party will provide the requesting Party with a Change Order
            Proposal, in the form attached hereto as Exhibit D including: (i)
            price change, (ii) estimated impact on project schedule, and (iii)
            revised description of Services, including additional terms,
            conditions, or duties of the requesting Party, if any. The
            requesting Party may, at its discretion, accept or reject the
            receiving Party's Change Order Proposal. Change Order Proposals
            shall be considered effective upon written consent of both Parties
            and will be governed by the terms and conditions of this Agreement.
            Each Party shall use all reasonable efforts to respond as
            expeditiously as possible to Change Requests and Change Order
            Proposals.

                                                                               2
<PAGE>

                                                                    Confidential

            (f) THIRD PARTY REQUESTS. Third party requests for changes impacting
            any products or services to be provided pursuant to this Agreement
            will be directed to the applicable Party and will be generally
            addressed in the manner described in such requests. Any third party
            requests that the Parties mutually agree should be accommodated, in
            whole or in part will be subject to the development, agreement and
            execution of a separate Work Order, which shall be attached to this
            Agreement.

3.    REPRESENTATIVES. During the term of this Agreement, TAM and Sabre will
      each maintain a dedicated representative (hereinafter, the "TAM Account
      Manager" and the "Sabre Account Manager") who will be its primary point of
      contact in dealing with the other Party under this Agreement and will have
      the authority and power to make decisions with respect to actions to be
      taken by it under this Agreement. Either Party may change its
      representative by giving notice to the other of the new representative and
      the date upon which such change will become effective. At the Effective
      Date, and each time a change of representative occurs from either Party,
      the other Party shall have the right to reasonably object prior to the
      candidate's appointment. In performing its obligations under this
      Agreement, each Party will be entitled to rely upon any routine
      instructions, authorizations, approvals or other information provided to
      it by the designated representative of the other Party or, as to areas of
      competency specifically identified by such representative, by any other
      personnel identified by a Party's representative, from time to time, as
      having authority to provide the same on behalf of the Party in such
      person's area of competency. Unless a Party knew of any error,
      incorrectness or inaccuracy in such instructions, authorizations,
      approvals or other information given by the other Party's representative,
      a Party will incur no liability or responsibility of any kind in relying
      on or complying with any such instructions, authorizations, approvals or
      other information provided the relying Party had a good faith belief that
      such instructions, authorizations, approvals or information were
      consistent with the terms and provisions of this Agreement. Nothing set
      forth in this Section 3 shall be deemed to constitute authority of either
      Party to alter, amend or modify the terms of this Agreement or any Work
      Order except by mutually acceptable written agreement.

4.    STEERING COMMITTEE. The Parties agree to establish a steering committee
      (the "Steering Committee") to be composed of from Sabre, the Sabre Account
      Manager, the Divisional Vice- President, the Technical Delivery Executive
      and the Airline Solution Executive and from TAM, the Vice President of
      Information Technology, a Senior Manager from the Information Technology
      department, a Senior Manager from the Commercial department and the TAM
      Account Manager. The Steering Committee will be responsible for: (a)
      generally overseeing the performance of each Party's obligations under
      this Agreement and (b) making and providing continuity for strategic
      decisions with respect to the establishment, prioritization, budgeting and
      implementation of the Technology Solution, as "Technology Solution" is
      defined in Section 2 of Work Order 1 of this Agreement. Either Party may
      change any of its members in the Steering Committee from time to time
      through written notice to the other and the Parties may mutually agree to
      decrease or increase the size, purpose, composition of the Steering
      Committee or create sub committees. Subject to any provisions to the
      contrary in this Agreement or in a Work Order, each Party will bear the
      costs of participation in such meetings.

      The Steering Committee will determine: (a) an appropriate set of periodic
      meetings to be held by them and procedures to be followed for such
      meetings, including the preparation of agenda and minutes and (b) an
      appropriate set of periodic reports to be issued by TAM and Sabre in
      connection with such meetings. At a minimum, there will be two annual
      Steering Committee meetings to discuss, among other things, the strategic
      objectives of the Parties and engage in long range planning.

                                                                               3
<PAGE>

                                                                    Confidential

5.    CHARGES AND TAXES.

            (a) PAYMENT OF FEES AND TAXES. In consideration for the performance
            of the Sabre Services, TAM will pay to Sabre fees and charges
            ("Fees" and "Charges") set forth in the applicable Work Order in the
            manner indicated therein. In addition, TAM will pay or reimburse
            Sabre for any and all present or future sales, use, excise, value
            added or similar transfer taxes, fees or charges (including any
            related penalties, unless the imposition of such penalties are
            directly attributable to the acts or omissions of Sabre), additions
            to tax, and interest however designated, levied, assessed, or
            imposed, which are in the nature of a transaction tax, fee or charge
            or otherwise imposed on the sale of Sabre Services, or this
            Agreement if required to be collected by Sabre. Nothing herein will
            be construed to require TAM to pay taxes measured on the gross or
            net income of Sabre. TAM will directly remit any and all present or
            future sales, use, excise, value added or similar transfer taxes,
            fees or charges (including any related penalties), additions to tax,
            and interest however designated, levied, assessed, or imposed, which
            are in the nature of a transaction tax, fee or charge or otherwise
            imposed on the sale of Sabre Services, or this Agreement if such tax
            is required to be self-assessed by TAM. All payments for fees will
            be due and payable within * days after receipt of an invoice from
            Sabre. Each invoice will itemize the fees contained therein and will
            be accompanied by reasonable detail. All payments due to Sabre under
            this Agreement will be made in United States Dollars and free and
            clear of any withholdings for present or future taxes.

            (b) WITHHOLDING TAXES. If TAM is required by applicable laws to make
            any deduction or withholding of taxes from any payment due to Sabre,
            then: (a) Sabre shall submit an invoice increased by the amount of
            such withholding taxes, as advised by TAM and; (b) TAM will effect
            such deduction or withholding, and remit such taxes to the
            appropriate taxing authorities and remit a net amount after
            deduction for withholding taxes to Sabre which equals the amount
            Sabre would have been paid in the absence of such deduction or
            withholding for taxes. Nothing herein will be construed to require
            TAM to pay taxes measured on the net income of Sabre after allowance
            for deductions.

            (c) ANNUAL ADJUSTMENT. Unless otherwise specified in an applicable
            Work Order, the fees or components thereof designated in any Work
            Order hereto shall be increased not more than once a year in an
            amount equal to the then current Fee multiplied by the percentage
            increase in the most recently published United States Consumer Price
            Index for All Urban Consumers (CPI-U) for Dallas, Texas, United
            States, Other Goods and Services (as published by the Department of
            Labor), measured from the later of the Effective Date or the date
            that the then current fee was last adjusted. Prior to the
            implementation of the any such increase the Party increasing the
            fees will supply the other Party with the adjustment factor and the
            calculated increase in any rates charged under any Work Order
            subject to such annual adjustments.

            (d) MANNER OF PAYMENT. All payments will be made through IATA or
            another airline clearing house or at Sabre's option by wire transfer
            to a bank account designated by Sabre and in accordance with any
            applicable laws.

            (e) DISPUTED INVOICES. If any portion of an invoice is subject to a
            bona fide dispute, TAM will pay to Sabre on or before the due date
            (i) all undisputed amounts due and (ii)* percent ( * %) of any
            disputed amount of such invoice. To dispute an invoice, TAM must
            notify Sabre of its specific bona fide dispute (which notice must
            fully document and describe in detail TAM's position) before the due
            date of the invoice being disputed. Within * days of Sabre's receipt
            of such notice, Sabre and TAM will negotiate in good faith to
            resolve such dispute. Upon resolution of the dispute, any portion of
            the unpaid amount due Sabre and determined to be owing to Sabre will
            be paid to Sabre immediately. If the dispute regarding payment is
            not resolved within ten days unless extended by mutual agreement, it
            shall be resolved pursuant to the dispute resolution procedure set
            forth in Section 11 of this Agreement.

            (f) LATE PAYMENTS. Interest on any late payments shall accrue at the
            rate of * percent ( * %) per month from the date such amount became
            due until finally paid.


                                                                               4
<PAGE>

                                                                    Confidential

            (g) CURRENCY CONVERSION. A Party will pay the other Party in the
            same currency as invoiced by the Party submitting the invoice. If as
            result of any governmental rule, regulation or law, it becomes
            necessary to convert into any other currency (the "Foreign
            Currency") an amount due in United States Dollars under this
            Agreement, then the conversion shall be made at the rate of exchange
            prevailing on the business day before the day on which payment is
            due and/or an award for damages is finally given. If there is a
            change in the rate of exchange prevailing between the business day
            before the day on which payment is due and/or an awardis given and
            the date of actual payment of the amount due, the Party responsible
            for payment will pay such additional amounts (if any) as may be
            necessary to ensure that the amount paid in the Foreign Currency,
            when converted at the rate of exchange prevailing on the date of
            payment, will produce the amount then due under this Agreement in
            Dollars. The term "rate of exchange" in this Section means the spot
            rate at which Sabre, in accordance with prudent commercial
            practices, is able, on the relevant date, to purchase Dollars with
            the Foreign Currency and includes any premium and costs of exchange
            payable, irrespective of any official rate of exchange published by
            governmental monetary authorities.

            (h) INCLUSIVENESS OF FEES AND CHARGES. The Fees and Charges
            associated with this Agreement and all applicable work orders,
            sub-license agreements, exhibits, and attachments, both current and
            in the future, however designated, are inclusive of all Fees and
            Charges defined hereunder. No additional Fees and Charges other than
            those defined within the agreement and all applicable work orders,
            sub-license agreements, exhibits, and attachments, both current and
            in the future, however designated, shall be payable by either Party
            unless a suitable agreement in writing is executed by the Parties
            thereof.

            (i) GDS CHARGES RESULTING FROM THE PORTAL. There shall be no GDS
            charges levied for bookings that are generated by the Portal
            Solution and result in a charge to TAM for a Revenue Ticket Coupon.

6.    EMPLOYEES. The Sabre personnel performing the Sabre Services will be and
      remain the employees of Sabre and Sabre will provide for and pay the
      compensation and other benefits of such employees, including salary,
      health, accident and workers' compensation benefits and all taxes and
      contributions which an employer is required to pay relating to the
      employment of employees. The TAM personnel involved in the performance of
      the Sabre Services will be and remain the employees of TAM and TAM will
      provide for and pay the compensation and other benefits of such employees,
      including salary, health, accident and workers' compensation benefits and
      all taxes and contributions which an employer is required to pay relating
      to the employment of employees.

7.    CONFIDENTIALITY. As between the Parties, the Confidential Information of
      each Party will remain its sole property. Confidential Information will be
      used by the recipient Party only for purposes of this Agreement. Each
      Party will hold the Confidential Information of the other Party in strict
      confidence and protect such Confidential Information from disclosure using
      the same care it uses to protect its own confidential information of like
      importance, but not less than reasonable care. No Confidential Information
      will be disclosed to any third party by the recipient Party without the
      prior written consent of the disclosing Party, except that each Party may
      disclose this Agreement and the other Party's Confidential Information to
      its directors, employees, attorneys, agents, auditors, insurers and
      subcontractors who require access to such information in connection with
      their employment or engagement and who are obligated to keep such
      information confidential in a manner no less restrictive than set forth in
      this Section 7. As used herein Confidential Information means (i) all
      information identified by a Party as confidential to which the other Party
      has access in connection with the performance of this Agreement, whether
      before or after the Effective Date, (ii) information relating to a Party's
      business, customers, financial condition, or operations, (iii) a Party's
      intellectual property, including proprietary software and all intellectual
      property contained in any report or other deliverable, but in all cases
      excluding information and intellectual property rights independently
      developed by or on behalf of the recipient Party without use of or
      reference to the disclosing Party's Confidential Information

                                                                               5
<PAGE>

                                                                    Confidential

            (a) EXCEPTIONS. This Agreement does not prevent or restrict use or
            disclosure by the recipient Party of Confidential Information of the
            disclosing Party that (i) was in the public domain when communicated
            to the recipient Party, (ii) enters the public domain through no
            fault of the recipient Party, (iii) was in recipient Party's
            possession free of any obligation of confidence when communicated to
            the recipient Party, (iv) was rightfully communicated to the
            recipient Party by a third Party free of any obligation of
            confidence to the disclosing Party, or (v) was independently
            developed by the recipient Party, without use of or reference to any
            of the Confidential Information. If Confidential Information is
            required to be disclosed by Law or a Governmental Authority,
            including pursuant to a subpoena or court order, such Confidential
            Information may be disclosed, provided that the Party required to
            disclose the Confidential Information (i) promptly notifies the
            disclosing Party of the disclosure requirement, (ii) cooperates with
            the disclosing Party's reasonable efforts to resist or narrow the
            disclosure and to obtain an order or other reliable assurance that
            confidential treatment will be accorded the disclosing Party's
            Confidential Information, and (iii) furnishes only Confidential
            Information that the Party is legally compelled to disclose
            according to advice of its legal counsel. Upon written request at
            the expiration or termination of this Agreement, all documented
            Confidential Information (and all copies thereof) owned by the
            requesting Party will be returned to it or destroyed by the
            recipient Party, with written certification thereof.

            (b) RESIDUAL KNOWLEDGE. Each Party acknowledges that the other may,
            as a result of its receipt of or exposure to the disclosing Party's
            Confidential Information, increase or enhance the knowledge and
            experience retained in the unaided memories of its directors,
            employees, agents or contractors. A Party and its directors,
            employees, agents or contractors may use and disclose such knowledge
            and experience in such Party's business or other business endeavors,
            so long as such use and disclosure does not involve Confidential
            Information received from the disclosing Party.

            (c) TAM DATA. As used herein, "TAM Data" means (i) all information
            relating to the TAM's business, including information relating to
            financial condition or operations provided by TAM to Sabre in
            connection with the Sabre Services, (ii) all data provided by or on
            behalf of TAM to Sabre in connection with the Sabre Services, and
            (iii) all data that is produced in the Sabre Services using data in
            clauses (i) and (ii), but in all cases excluding Sabre intellectual
            property. The TAM Data will remain the sole property of TAM. The TAM
            Data does not include the TAM Solution as defined in the Sublicense
            Agreement, attached as Exhibit "B". Subject to TAM's proprietary
            rights, Sabre may access and use the TAM Data and the TAM Solution
            as needed to perform the Sabre Services under this Agreement. Upon
            expiration or termination of this Agreement the following will
            apply:

                  (i) In the event of expiration of the Agreement with the
                  mutual agreement of the Parties not to renew it, Sabre will,
                  after reaching a mutual agreement on a standard format and
                  media, and at a TAM's and Sabre's equally shared expense,
                  return to TAM all the TAM Data in Sabre's possession in 10
                  business days, or

                  (ii) In the event of a termination by TAM either for a breach
                  by Sabre or for Sabre's own decision not to renew this
                  Agreement, Sabre will, after reaching a mutual agreement on a
                  standard format and media, and at Sabre's expense, return to
                  TAM all the TAM Data in Sabre's possession in 10 business
                  days, or

                                                                               6
<PAGE>

                                                                    Confidential

                  (iii) In the event of a termination by Sabre either for a
                  breach by TAM or for TAM's own decision not to renew this
                  agreement, Sabre will, after reaching a mutual agreement on a
                  standard format and media, and at TAM's expense, return to TAM
                  all the TAM Data in Sabre's possession in 10 business days.

            In any event, the cost of the TAM Data transfer will be determined
            according to reasonable industry practices at the time of the
            transfer. In any event, Sabre will not use the TAM Data for any
            purpose other than providing the Sabre Services under this
            Agreement.

            (d) TAM BOOKING DATA. Notwithstanding anything to the contrary
            herein, Sabre may use the TAM Booking Data collected from "Sabre
            Subscribers" (as such term is defined in Work Order No. 1) using the
            Agency Solution (as such term is defined in Work Order No.l, and is
            also currently known as the "Turbo Sabre Agency Tool"), and subject
            to applicable laws, for the purpose of determining, using and
            distributing aggregate statistical and marketing information from
            which the identity of TAM's customers cannot be determined through
            the use of reasonable effort. Sabre shall refrain from selling,
            distributing, or deploying, however designated, the aggregate data
            collected and described above to any company entity based in Brazil
            and any such sale or distribution will be made subject to the
            provision that the TAM Booking Data is confidential information.
            Sabre will obtain from any third party recipient an agreement that
            such recipient will not publish, duplicate, or reproduce in any
            manner, electronic or otherwise, in whole or in part, nor utilize,
            disclose or sell to any other third party the TAM Booking Data. "TAM
            Booking Data" means data including but not limited to pseudo city
            code, ARC/IATA number (where applicable), Sabre Subscriber name,
            airline code, board/off cities, class of service, flight number,
            passenger count, departure date, booking date, agency city, state,
            country and postal code.

            (e) SAFEGUARDING. Sabre will employ substantially the same
            safeguards it uses for data of its other customers, but not less
            than reasonable safeguards, in protecting the TAM Data against
            accidental or unauthorized deletion, destruction or alteration.
            Sabre personnel having access to the TAM Data will be informed of
            their duties to maintain its confidentiality and to use it only for
            purposes permitted hereunder. TAM may establish backup security for
            the TAM Data and retain backup data files if it so chooses. Sabre
            will have access to such backup data files as is reasonably required
            by Sabre.

8.    AUDIT RIGHTS.

            (a) GENERAL. Auditors designated by Sabre will be provided with
            reasonable access to the TAM site(s) to enable them to audit the
            operations, books and records of TAM for the sole purpose of
            verifying that TAM is in compliance with its obligations in
            accordance with this Agreement and any Work Orders hereto. Sabre
            shall pay the cost of such audit unless the audit discloses TAM has
            underpaid Sabre for charges due under the applicable Work Order by
            more than * percent ( * %) in which case the cost of the auditors
            shall be paid by TAM within thirty days of presentation of the
            invoice for the audit.

            (b) PROCEDURES. Such audits may be conducted no more than once each
            calendar year during reasonable business hours unless Sabre has
            reasonable cause to request an out of term audit. Sabre will provide
            TAM with reasonable prior written notice of an audit. TAM will
            cooperate with the audit, will make the information reasonably
            required to conduct the audit available on a timely basis and will
            assist the designated employees of Sabre's auditors as reasonably
            necessary. TAM will not be required to provide access to the
            proprietary data of TAM except to the extent such access is
            necessary to conduct the audit and only if Sabre and Sabre's
            auditors agree to treat any such information as Confidential
            Information and to bind any third parties gaining access to such
            information during the term of the audit to similar confidentiality
            restrictions. All information learned or exchanged in connection
            with an audit, as well as the results of any audit, is Confidential
            Information will be treated by Sabre as TAM's Confidential
            Information except to the extent Sabre must rely and disclose such
            audit results in

                                                                               7
<PAGE>

                                                                    Confidential

            order to protects its rights under this Agreement and any related
            Work Order including, but not limited to, seeking an injunction or
            arbitration.

            (c) RESULTS. Sabre will provide TAM copies and results of each
            audit. The Parties will review the results of an audit, will
            identify all relevant audit issues and will determine (i) what, if
            any, actions will be taken in response to such audit issues, and
            (ii) which Party will be responsible for the cost of taking the
            actions necessary to resolve such issues.

            (d) RECORDS RETENTION. For the first * ( * ) years during the term
            of this Agreement, TAM will retain books and records that are
            reasonably required to verify that they are in compliance with this
            Agreement and any Work Order hereto. Commencing with the fourth
            anniversary and proceeding until two years after the termination or
            expiration of this Agreement, TAM shall maintain the most recent
            four years of books and records that are reasonably required to
            verify that they are in compliance with this Agreement and any Work
            Orders hereto.

9.    WARRANTIES. Unless otherwise specified in a Work Order or in the
      Sublicense Agreement, the Parties agree to the following warranties:

            (a) LICENSED SOFTWARE. Subject to the proper installation in
            accordance with Sabre's instructions, Sabre warrants that any
            existing and future software applications owned or licensed by Sabre
            that are licensed to TAM from time to time (the "Licensed Software")
            will substantially meet the functional requirements as identified in
            the applicable Work Order and in the standard user documentation
            issued by Sabre to its customers. Considering the current state of
            the art, it is not possible to exclude technical software problems,
            to manufacture faultless software or to cure all defects. Sabre does
            not warrant the absence of any defects in the Licensed Software, or
            that the Licensed Software will operate without any interruption or
            the possibility of combining the Licensed Software with other
            software programs.

            (b) SERVICES. Sabre warrants that any Sabre Services provided
            hereunder will be provided by qualified professionals in their
            respective disciplines in a manner that is equivalent to the
            standard performed by Sabre for other similarly situated clients.

            (c) WARRANTY PERIOD. The warranties contained in Sections 9 (a) and
            (b) above shall, (i) as to each Licensed Software, be valid from
            Acceptance and continue for the warranty period specified in the
            applicable Work Order, or, if not specified in the Work Order, then
            for a period of * days following Acceptance of the relevant Licensed
            Software system as defined in Section 2(d), and (ii) as to any Sabre
            Services, continue for a warranty period of * from the date on which
            such Sabre Services were performed by Sabre.

            (d) EXCLUSIONS FROM WARRANTY. The warranties contained in this
            Section 9 shall not apply (i) to problems arising from any products,
            equipment, data, service or software other than those provided by
            Sabre hereunder, including inoperability of such items with the
            Licensed Software or each other; (ii) if TAM fails to use the
            Licensed Software in accordance with reasonable instructions from
            Sabre; (iii) if TAM has modified any products, equipment, software
            or environment or used the Licensed Software in any manner other
            than as reasonably instructed by Sabre, or instructed in manuals or
            written instructions; or (iv) to any error, loss or damage which is
            caused in whole or in part by TAM, other third parties or other
            cause beyond the control of Sabre. No warranties shall be provided
            for any Hosted Software or Equipment provided by Sabre to TAM
            (except for pass through warranties from third party providers). As
            used in this Agreement, "Equipment" means computers,
            telecommunication terminals, terminal controllers, printers and
            modems, including any software protocols that modify the operation
            of such software used by TAM in connection with the Sabre Services.

            (e) WARRANTY NOTICE. If TAM believes that a Licensed Software
            contains a reproducible failure to perform in all material respects
            in accordance with its functional requirements (hereinafter an
            "Error") or that the warranty provided in Section 9(a) has been
            breached, the TAM Account Manager will notify the Sabre Account
            Manager by written notice during the

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            term of the warranty specified in Section 9(c). All documents
            reasonably required for Error identification must be attached. At
            Sabre's request, additional Error-related information, reasonably
            available to TAM, will be promptly provided by TAM.

            (f) REMEDY. Provided that Sabre is able to reproduce the error in
            the Licensed Software, as TAM's initial remedy, Sabre will use its
            reasonable efforts to correct the error in the Licensed Software,
            supply a modified or improved Licensed Software system version
            suited for the contractually contemplated purpose, or make available
            a by-pass solution, at no additional charge to TAM. With respect to
            a breach of the warranty in Section 9(b). Sabre will re-perform any
            defective Services at no additional charge to TAM. If foregoing
            remedies do not successfully cure the non-conformance within the
            Licensed Software, then in addition to any other remedies available
            to TAM under this Agreement, TAM may terminate the use of the
            non-conforming portion of the Licensed Software and Sabre will
            refund TAM for the amount paid by TAM to Sabre for such
            non-conforming portion of the product.

            (g) ACCURACY OF INFORMATION. TAM represents and warrants that any
            information furnished to Sabre upon which Sabre based the
            description of any services and fees to TAM is accurate and complete
            in all material respects.

            (h) PASS-THROUGH WARRANTIES AND INDEMNITIES. To the extent
            permissible, each Party will pass through to the other any rights it
            obtains under warranties and indemnities given by its third party
            licensors, subcontractors or suppliers in connection with any
            services, software, Equipment or other assets provided by such Party
            pursuant to this Agreement. In the event of a third party software
            or Equipment nonconformance, or nonperformance or inadequate
            performance by any third party vendor, the Party who has the
            relationship with the Third Party vendor will coordinate with, and
            be the point of contact for resolution of the problem through, the
            applicable vendor. Upon becoming aware of a problem, such Party will
            notify such vendor and will use commercially reasonable efforts to
            cause such vendor to promptly repair or replace the nonconforming
            item or remedy the nonperformance or inadequate performance in
            accordance with such vendor's obligations. If any warranties or
            indemnities may not be passed through, each Party will, upon the
            other's request, take commercially reasonable action to enforce any
            applicable warranty or indemnity which is enforceable by such Party
            in its own name. Neither Party, however, shall be obligated to
            resort to litigation or other formal dispute resolution procedures
            to enforce any such warranty or indemnity and the Party requesting
            such enforcement will reimburse the other Party for all costs and
            expenses incurred in connection therewith, including reasonable
            attorneys' fees and expenses.

      DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
      AGREEMENT, OR ANY WORK ORDER, NEITHER PARTY MAKES ANY REPRESENTATIONS OR
      WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING THE
      MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR
      PURPOSE, TITLE, NONINFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF
      ANY HOSTED SOFTWARE AS DEFINED IN SECTION 2(C) OF THE AGREEMENT, LICENSED
      SOFTWARE, SERVICE, EQUIPMENT, DELIVERABLES OR OTHER MATERIALS PROVIDED
      UNDER THIS AGREEMENT OR ANY WORK ORDER. NO REPRESENTATION OR OTHER
      AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING
      CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE HOSTED SOFTWARE,
      LICENSED SOFTWARE, SERVICE, EQUIPMENT, DELIVERABLES OR OTHER MATERIALS
      PROVIDED UNDER THIS AGREEMENT OR ANY WORK ORDER SHALL BE DEEMED A WARRANTY
      FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF SABRE OR TAM AS THE CASE
      MAY BE WHATSOEVER. THE PARTIES ACKNOWLEDGE THAT THEY HAVE NOT RELIED UPON
      ANY WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS AGREEMENT.

10.   INTELLECTUAL PROPERTY RIGHTS. Each Party will retain all rights in any
      software, ideas, concepts, know-how, development tools, techniques or any
      other proprietary material or information that it owned or developed prior
      to the Effective Date of this Agreement, or acquired or developed after
      the date of this Agreement

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      without reference to or use of the Confidential Information or
      intellectual property of the other Party. All software that is licensed by
      a Party from a third party vendor will be and remain the property of such
      vendor.

            (a) LICENSES. Specific licenses required in connection with this
            Agreement will be as provided in the Sublicense Agreement and the
            applicable Work Order. Subject to the foregoing and to any third
            party rights or restrictions, Sabre will own all intellectual
            property rights in or related to all deliverables that are developed
            and delivered by Sabre under a Work Order (the "Deliverables").
            However, upon payment therefore in accordance with such Work Order,
            TAM will have the right and license to use the copy of the
            Deliverables (including any Sabre Tools, as defined below, that are
            used in producing the Deliverables and become, and remain, embedded
            therein) in accordance with the terms of any such Work Order
            provided by Sabre to TAM under such Work Order. Such copy, if the
            Deliverable is software, will be in object code form, and the
            related right and license to use will consist of TAM being able to
            load, execute, display, store and otherwise use such object code
            copy. The right and license granted to TAM in this Section 10 will
            be perpetual (subject to compliance by TAM with this sentence),
            royalty-free, nontransferable and nonexclusive and will be limited
            to TAM's internal use and exploitation or for the use of third
            parties designated by TAM exclusively for the purposes specified in
            this Agreement and any of its Work Orders. The Deliverables are
            confidential and will be subject to Section 7.

            (b) RESERVATION OF SABRE RIGHTS. Notwithstanding anything to the
            contrary in this Agreement, Sabre (i) will retain all right, title
            and interest in and to all know-how, intellectual property,
            methodologies, processes, technologies, algorithms, software or
            development tools used in performing the Sabre Services which are
            based on trade secrets or proprietary information of Sabre, are
            developed or created by or on behalf of Sabre without reference to
            or use of the intellectual property of TAM or are otherwise owned or
            licensed by Sabre (collectively, "Sabre Tools") and (ii) will retain
            ownership of any Sabre-owned software or Tools that are used in
            producing the Deliverables and become embedded in the Deliverables.

            (c) RESERVATION OF TAM RIGHTS. Notwithstanding anything to the
            contrary in this Agreement TAM (i) will retain all right, title and
            interest in and to all know-how, intellectual property,
            methodologies, processes, technologies, algorithms, software or
            development tools used in performing the TAM Services or any
            services pursuant to the Sublicense Agreement which are based on
            trade secrets or proprietary information of TAM, are developed or
            created by TAM without reference to or use of the intellectual
            property of Sabre or are otherwise owned or licensed by TAM
            (collectively, "TAM Tools") and (ii) will retain ownership of any
            TAM-owned software or Tools that are used in producing the TAM
            Services or the services under the Sublicense Agreement and become
            embedded in any deliverables pursuant to such services.

            (d) No licenses will be deemed to have been granted by either Party
            to any of its patents, trade secrets, trademarks or copyrights,
            except as otherwise expressly provided in this Agreement, the
            Sublicense Agreement, or any related Work Orders. Nothing in this
            Agreement will require either Party to violate the proprietary
            rights of any third party in any software or otherwise.

            The provisions of this Section 10 will survive the expiration or
            termination of this Agreement, the Sublicense Agreement and each
            Work Order for any reason.

11.   MEDIATION; ARBITRATION. Any dispute, controversy or claim arising under,
      out of, in connection with or in relation to this Agreement, or any Work
      Order, or the breach, termination, validity or enforceability of any
      provision hereof or thereof (a "Dispute") will be resolved as follows:

            (a) PROCEDURE. The Parties shall first discuss in good faith all
            disputes at a mutually convenient location in order to try and find
            an amicable solution. If the Parties are unable to resolve the
            Dispute within * days after receipt of notice from a Party that a
            Dispute exists, it shall be resolved by arbitration pursuant to the
            terms set forth below.

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            (b) ARBITRATION. The Dispute shall be resolved and decided by
            binding arbitration, pursuant to the International Arbitration Rules
            of the American Arbitration Association ("AAA") and the United
            States Federal Rules of Civil Procedure and United States Federal
            Rules of Evidence with regard to the taking of any evidence therein.
            The arbitration panel shall have the exclusive right to determine
            the arbitrability of any disputes. In the event of any conflict
            between the rules of the AAA and any provisions of this Agreement,
            this Agreement shall govern.

            The arbitration shall be conducted in English in Miami, Florida.
            Unless otherwise agreed to by the Parties there shall be a panel of
            three arbitrators for all disputes. The claimant party shall appoint
            an arbitrator in the arbitration petition and the respondent party
            shall appoint an arbitrator in its response. If within thirty
            (30)days after the arbitration petition, the respondent has not
            appointed an arbitrator; such arbitrator shall be appointed by the
            AAA. Within thirty (30) days of their appointment, the two
            arbitrators so appointed shall appoint a third arbitrator who shall
            preside over the arbitration panel. If the two arbitrators cannot
            agree on a third arbitrator within such thirty (30) day period, the
            third arbitrator shall be appointed by the AAA.

            The arbitration panel shall award the prevailing Party its attorneys
            fees and costs, arbitration administrative fees, panel member fees
            and costs, and any other costs associated with the arbitration. The
            Parties agree that notifications of any proceedings, reports,
            communications or any other document shall be sent as set forth in
            Section 21 of this Agreement. The arbitration panel shall interpret
            the agreement in accordance with its terms and render decisions
            thereon and shall only award damages as provided under the terms of
            this Agreement. The arbitrators shall have the authority to award
            specific performance or an injunction to the prevailing Party, or to
            make an award of direct damages but shall have no right to grant
            special, punitive or exemplary damages, or indirect or consequential
            damages (including lost profit, or losses due to a prospective
            business opportunity).

            (c) SOLE REMEDY. Except as provided in Section 15(f), the Parties
            agree that the award of the arbitration shall be the sole and
            exclusive remedy between the Parties regarding any claims,
            counterclaims, issues or accounting presented or pled to the
            arbitrators; that the award must be consistent with the terms and
            conditions of this Agreement; that it shall be made and shall be
            payable in accordance with the award in U.S. Dollars free of any
            tax, deduction or offset; and that any costs, fees or taxes incident
            to enforcing the award shall, to the maximum extent permitted by
            law, be charged against the Party resisting such enforcement.

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12.   TERMINATION.

            (a) TERMINATION FOR CAUSE. If either Party materially defaults in
            the performance of any of its duties or obligations under this
            Agreement or any Work Order (except for a default in payments to
            Sabre which will be governed by Section 12(b)). which default has a
            material and adverse effect on the other Party and such default is
            not substantially cured within sixty (60) days after written notice
            is given to the defaulting Party specifying such default, the
            non-defaulting Party, in addition to all other available remedies,
            may terminate this Agreement and any Work Orders.

            (b) TERMINATION FOR NONPAYMENT. If TAM defaults in the payment when
            due of any undisputed amount due to Sabre pursuant to this Agreement
            or any Work Order, and does not cure such default within * days
            after being given written notice of such default Sabre may, by
            giving written notice thereof to TAM, (a) terminate, in the case of
            Work Order No. 2, only such Work Order, or (b) in the case of Work
            Order No. 1, terminate this Agreement, Work Order No. 1 and the
            Sublicense Agreement, in either case as, of the date of receipt by
            TAM of such notice or as of a future date specified in such notice
            of termination. With respect to any Work Order entered into by the
            Parties after the date of this Agreement, and in the case where
            payment is not made when due the nondefaulting party may only
            terminate said Work Order unless otherwise provided therein.

            (c) TERMINATION FOR BANKRUPTCY AND RELATED EVENTS. Subject to
            applicable bankruptcy laws, if either Party becomes or is declared
            insolvent or bankrupt, is the subject of any proceedings relating to
            its liquidation, insolvency or for the appointment of a receiver or
            similar officer for it, makes an assignment for the benefit of all
            or substantially all of its creditors or enters into an agreement
            for the composition, extension or readjustment of all or
            substantially all of its obligations, then the other Party may, by
            giving written notice thereof to such Party, terminate this
            Agreement and all outstanding Work Orders as of a date specified in
            such notice of termination.

            (d) TERMINATION FOR CONVENIENCE. Neither Parry will have the right
            to terminate this Agreement or a Work Order for its convenience
            prior to the * of the Effective Date of this Agreement, unless the
            termination of the Work Order is expressly allowed in such Work
            Order. Any such termination for convenience will only be effective
            upon one year advanced written notice, which may be given prior to
            the fifth anniversary of the Effective Date and after all payments
            related to any service provided under this Agreement are fully paid
            by the terminating Party.

            (e) OTHER TERMINATION. If as a result of Brazilian government
            action, regulator)'constraints or other third party action the
            Portal Solution (as defined in Work Order No.l), is prohibited from
            use, this Agreement shall be deemed to be terminated or if as a
            result of any of the foregoing reasons the Agreement is terminated,
            the following will apply. The Multihost Agreement will be reinstated
            with all of its Work Orders, attachments, and exhibits, and (i) the
            termination clause of the Multihost Agreement will be modified to
            provide that either Party may terminate the Multihost Agreement for
            convenience after the first anniversary of its reinstatement and
            (ii) Section 12(f)(iv) below will be included into the Multihost
            Agreement. The Parties will meet within * days after the termination
            described in this Section 12(e) to commence on going, good faith
            negations for a mutually agreed replacement for the Multihost
            Agreement and this Agreement. In the event of a termination as
            described in this Section 12(e), Sabre will pay (or credit TAM for
            amounts owed by TAM to Sabre) any outstanding amounts owed TAM by
            Sabre in connection with the TAM Services and TAM will pay Sabre any
            outstanding amounts owed Sabre by TAM in connection with Sabre
            Services.

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            (f) EFFECT OF EXPIRATION OR TERMINATION.

                  (i)   EXPIRATION OR TERMINATION OF WORK ORDER ONLY. On
                        expiration or termination of a Work Order, but not this
                        Agreement, Sabre will cease to perform the Sabre
                        Services covered thereby, and TAM will pay to Sabre (1)
                        all undisputed amounts due to Sabre under such Work
                        Order for all Sabre Services performed and expenses
                        incurred (including those expenses that, instead of
                        being concurrently billed, have been included in future
                        payments to be made by TAM) through the effective date
                        of such expiration or termination, and (2) all license
                        rights granted pursuant to the Work Order, as
                        applicable, will cease to exist and TAM will immediately
                        discontinue the use of the applicable Hosted Software or
                        Licensed Software, erase all copies of the applicable
                        Licensed Software systems from its computers, return to
                        Sabre all applicable Sabre Confidential Information, and
                        certify to Sabre in writing that it has fully complied
                        with these requirements. Sabre will create records of
                        the TAM database used for the Hosted Software and will
                        deliver them to TAM based on the terms described in
                        Section 7(c). Expiration or termination of a Work Order
                        will not affect any other Work Orders the performance of
                        which by either or both of the Parties remains
                        outstanding, unless the Parties otherwise agree in
                        writing.

                  (ii)  EXPIRATION OF AGREEMENT WITH NO OUTSTANDING WORK ORDERS
                        OR TERMINATION OF AGREEMENT. Subject to the provisions
                        of Section 12(f)(iv) hereof, upon expiration of this
                        Agreement at a time when no Work Orders are outstanding
                        or on termination of this Agreement (and all outstanding
                        Work Orders) by TAM in accordance with this Section
                        12(f)(ii), Sabre will cease to perform the Sabre
                        Services covered hereby and thereby, and TAM will pay to
                        Sabre all amounts due to Sabre hereunder and thereunder
                        for all Sabre Services performed and expenses incurred
                        (including those expenses that, instead of being
                        concurrently billed, have been included in future
                        payments to be made to Sabre) through the effective date
                        of such expiration or termination.

                  (iii) EXPIRATION OF AGREEMENT WITH OUTSTANDING WORK ORDERS.
                        Upon expiration of this Agreement when one or more Work
                        Orders are outstanding, this Agreement will remain in
                        full force and effect solely for purposes of allowing
                        the activities covered thereby to be completed.
                        Thereafter, Sabre will cease to perform the Sabre
                        Services covered hereby, and TAM will pay to Sabre (1)
                        all amounts due to Sabre hereunder and thereunder for
                        all Sabre Services performed and expenses incurred
                        (including those expenses that, instead of being
                        concurrently billed, have been included in future
                        payments to be made by TAM) through the effective date
                        of such expiration or termination and (2) any
                        termination fees, as described in Section 12(e), if
                        appropriate.

                  (iv)  TERMINATION ASSISTANCE. In the event of expiration or
                        termination of all or any part of a Work Order for any
                        reason, the Parties will cooperate in good faith for an
                        orderly wind-down or transition of the Sabre Services or
                        any services then being provided by TAM to Sabre. The
                        transaction rate as specified in the agreement being
                        terminated or reinstated, as applicable, will apply.
                        Subject to Section 7(c) above, and in any such event the
                        Parties will pay to the other, its then current
                        reasonable labor rates for any services requested for
                        wind-down or transition of the Sabre Services or of any
                        services provided Sabre by TAM.

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13.   INDEMNITIES

            (a) PERSONAL INJURY, EMPLOYEES AND PROPERTY DAMAGE. Sabre and TAM
            will each indemnify, defend and hold harmless the other and their
            Affiliates from and against all Losses arising out of, under or in
            connection with (i) bodily or other personal injury to, or death of,
            any agent, employee, customer, business invitee or business visitor
            of the indemnitee or (ii) damage to or destruction of any tangible
            property, in each case referred to in (i) and (ii) herein, resulting
            from, or arising out of, under or in connection with, the gross
            negligence or willful misconduct of the indemnitor; or (iii) its
            respective obligations arising from local labor laws and
            regulations, as well as other legal or contractual obligations
            regarding its employees. Notwithstanding the foregoing, Sabre will
            have no indemnification obligation with respect to Losses arising
            out of, under or in connection with any incident for which it is
            entitled to indemnification under Sections 13(c) and 13(d). As used
            herein "Losses" means all judgments, claims, settlements, losses,
            damages, fees, liens, taxes, penalties, obligations and expenses
            (including reasonable attorneys fees) and including sanctions
            imposed by any governmental entity such as fines, penalties and
            equitable relief such as injunctions and temporary restraining
            orders.

            (b) INFRINGEMENT.

                  (i)   GENERAL. Sabre will indemnify, defend and hold harmless
                        TAM and its Affiliates against any action or cause of
                        action based on a claim that any Sabre Intellectual
                        Property (excluding portions owned by third parties)
                        directly (A) infringes a copyright, (B) infringes a
                        patent granted under United States or Brazilian laws (C)
                        infringes a trademark granted under United States or
                        Brazilian laws, or (D) constitutes an unlawful
                        disclosure, use or misappropriation of a third party's
                        trade secrets. TAM will indemnify, defend and hold
                        harmless Sabre and its Affiliates against any action or
                        cause of action based on a claim that any TAM
                        Intellectual Property (excluding portions owned by third
                        parties) (W) infringes a copyright, (X) infringes a
                        patent granted under United States or Brazilian laws,
                        (Y) infringes a trademark granted under United States
                        or Brazilian laws, or (Z) constitutes an unlawful
                        disclosure, use or misappropriation of a third party's
                        trade secrets. The indemnitor will bear the expense of
                        such defense and pay any damages and attorneys' fees
                        that are attributable to such claim finally awarded by a
                        court of competent jurisdiction. Notwithstanding the
                        foregoing, neither Party will be liable to the other for
                        claims of indirect or contributory infringement,
                        including claims based on use of intellectual property
                        rights with Equipment or software not agreed to by the
                        indemnitor or in a manner for which such rights are not
                        designed or indemnitee's modifications to intellectual
                        property rights (other than those made at the
                        indemnitor's request).

                  (ii)  ADDITIONAL REMEDY. If the intellectual property rights
                        of Sabre ("Sabre IP") or the intellectual property
                        rights of TAM ("TAM IP") becomes the subject of a claim
                        under this Section 13(b) which is meritorious in the
                        indemnitor's reasonable opinion or is likely to become
                        the subject of a meritorious claim, then, in addition to
                        defending the claim and paying any damages and
                        attorneys' fees as required above, the indemnitor will
                        either (A) replace or modify the Sabre IP or TAM IP, as
                        applicable, to make it non infringing or cure any
                        claimed misuse of a third party's trade secret or (B)
                        procure for the indemnitee the right to continue using
                        the Sabre IP or TAM IP, as applicable. Any costs
                        associated with either alternative will be borne by the
                        indemnitor. If neither option is available to the
                        indemnitor through the use of commercially reasonable
                        efforts, (Y) the indemnitee will return such Sabre IP or
                        TAM IP, as applicable, to the indemnitor and (Z) if
                        requested by the indemnitee in good faith, the Parties
                        will negotiate in good faith (but subject to Section 15)
                        to

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                        reach a written agreement on what, if any, monetary
                        damages (in addition to the indemnitor's obligations
                        under this Section 13(b) are reasonably owed by the
                        indemnitor to the indemnitee. As used herein, the term
                        "intellectual property rights" means any (i) any patent,
                        patent application, trademark (whether registered or
                        unregistered), trademark application, trade name,
                        service mark (whether registered or unregistered),
                        service mark application, copyright (whether registered
                        or unregistered), copyright application, trade secret,
                        Confidential Information, know-how, process, technology,
                        development tool, ideas, concepts, design right, moral
                        right, data base right, methodology, algorithm or
                        invention, (ii) any right to use or exploit any of the
                        foregoing, and (iii) any other proprietary right or
                        intangible asset (including software).

            (c) PROVISION OF SERVICES. TAM will indemnify, defend and hold
            harmless Sabre and its Affiliates from and against all Losses
            arising out of or in connection with any claims made by third
            parties arising out of or related to TAM's use of any Hosted
            Software, Licensed Software, Equipment, or Sabre Services based on
            (i) TAM's negligence, gross negligence, or misuse of the Sabre
            Services, (ii) the failure of any Equipment, products or services
            provided by TAM, (iii) any act or omission of any third party
            furnishing products, Equipment, software or any other items or
            services which are required by TAM to use the Hosted Software,
            Licensed Software, Equipment or Sabre Services, (iv) unauthorized
            modifications, alterations, tampering, adjustment or repair of the
            Hosted Software, Licensed Software, Equipment or Sabre Services
            caused by TAM or any third party permitted access to or use thereof
            by TAM, (v) TAM's provision of incidental services to its code-share
            airlines or provision of customary ground handling services for
            another airline, (vi) use of the Hosted Software, Licensed Software,
            Equipment or Sabre Services in combination with, or in addition to,
            any Equipment or computer programs not licensed or recommended by
            Sabre, or (vii) any Airline Incident. As used herein "Airline
            Incident" means an occurrence of personal injury, death, or property
            damage in connection with the operation of any TAM's or its
            codeshare airline's operations.

            (d) OTHER THIRD PARTY CLAIMS INDEMNITY. TAM agrees to indemnify and
            defend Sabre from any and all Losses incurred by Sabre for claims
            filed by any third parties, whether private parties or public
            entities of any kind, against Sabre with respect to any claims
            related to TAM's decision to cease utilizing GDS systems and
            entering this Agreement as a means for distributing its airline
            flight services to its customers.

            (e) PROCEDURES FOR THIRD PARTY CLAIMS. The indemnification
            obligations set forth in this Section will not apply unless the
            party claiming indemnification: (a) notifies the other promptly in
            writing of any matters in respect of which the indemnity may apply
            and of which the notifying party has knowledge, in order to allow
            the indemnitor the opportunity to investigate and defend the matter;
            provided, however, that the failure to so notify will only relieve
            the indemnitor of its obligations under this Section 13 if and to
            the extent that the indemnitor is prejudiced thereby; and (b) gives
            the other party full opportunity to control the response thereto and
            the defense thereof, including any agreement relating to the
            settlement thereof; unless such settlement would result in a finding
            or admission that the indemnitee violated any applicable law, rule
            or regulation, in which case the indemnitee's approval will be
            required and provided, however, that the indemnitee will have the
            right to participate in any legal proceeding to contest and defend a
            claim for indemnification involving a third party and to be
            represented by legal counsel of its choosing, all at the
            indemnitee's cost and expense. However, if the indemnitor fails to
            promptly assume the defense of the claim, the Party entitled to
            indemnification may assume the defense at the indemnitor's cost and
            expense. The indemnitor will not be responsible for any settlement
            or compromise made without its consent, unless the indemnitee has
            tendered notice and the indemnitor has then refused to assume and
            defend the claim and it is later determined that the indemnitor was
            liable to assume and defend the claim. The indemnitee agrees to
            cooperate in good faith with the indemnitor at the request and
            expense of the indemnitor.

            (f) NEGLIGENCE. The ordinary negligence of any indemnittee will not
            preclude such indemnittee from receiving the benefits under this
            Section 13.

<PAGE>

                                                                    Confidential

14.   INSURANCE.

            (a) GENERAL. Each Party will have and maintain in force insurance
            coverage, including worker's compensation insurance and general
            liability insurance, adequate for it to perform its obligations
            under this Agreement. Sabre shall cause its insurers to name TAM as
            an additional insured party in its general liability insurance with
            liability coverage of at least $ * (which amount can be constituted,
            in part, with coverage from an umbrella policy).

            (b) AVIATION INSURANCE. TAM shall cause its aviation insurers to
            name Sabre as an additional insured party in its aviation insurance
            policies. TAM's insurers will also provide written waivers of
            subrogation in favor of Sabre in both its airline liability and
            airline hull policies. Such aviation policies will also include
            contractual liability coverage specifically insuring the
            indemnification obligations of such Party pursuant to Section 13.
            Upon request, TAM will provide Sabre with evidence of such insurance
            within 60 days of the Effective Date and will cause the insurers
            under such insurance policies not to cancel, amend or make any
            material adverse change affecting the coverage under any such
            policies without at least thirty (30) days prior written notice to
            Sabre.

            (c) RISK OF LOSS. Each Party will be responsible for risk of loss
            of, and damage to, any Equipment, software or other materials in its
            possession or under its control.

15.   LIABILITY.

            (a) GENERAL LIMITATION. The liability of Sabre to TAM, for all
            damages and other Losses arising from or related to this Agreement,
            regardless of the form of action, whether in contract, equity,
            negligence, tort or otherwise will not exceed, under any
            circumstances, the lesser of (i) * or(ii) * . TAM acknowledges
            that * reflect the allocation of risk set forth in this Agreement
            and that Sabre would not enter into this Agreement without these
            limitations on its liability.

            (b) LIMITATION ON OTHER DAMAGES. In no event will the measure of
            damages payable by either Party hereunder include, nor will a Party
            be liable for, any amounts for loss of income, profit or savings or
            indirect, incidental, consequential, exemplary, punitive or special
            damages of any Party, including third parties, even if such Party
            has been advised of the possibility of such damages in advance, and
            all such damages are expressly disclaimed. Nothing in this Section
            15(b) will be deemed to limit a Party's payment obligation to the
            other Party for services rendered pursuant to this Agreement or a
            Work Order.

            (c) EXCEPTIONS TO LIMITATIONS. The limitations, waivers and
            disclaimers set forth in Sections 15(a) and 15(b) do not apply to
            the liability of a Party resulting from that Party's breach of its
            obligations concerning restrictions on the use of the other Party's
            Confidential Information as defined in an applicable Work Order or
            Section 7. The limitations, waivers and disclaimers set forth in
            Section 15(a) and 15(b) do not apply to the liability of a Party
            resulting from that Party's indemnification obligations under
            Section 13 in respect of Losses arising out of, under or in
            connection with third Party claims, actions or causes of action

            (d) CONTRACTUAL STATUTE OF LIMITATIONS. No claim, demand for
            mediation or arbitration or cause of action which arose out of an
            event or events which occurred more than three years prior to the
            filing of a demand for mediation or arbitration or suit alleging a
            claim or cause of action may be asserted by either Party against the
            other.

            (e) ACKNOWLEDGEMENT. The Parties expressly acknowledge that the
            limitations and exclusions set forth in this Section 15 have been
            the subject of active and complete negotiation between the Parties
            and represent the Parties' agreement taking into account each
            Party's level of risk associated with the performance or
            nonperformance of its obligations under this Agreement and the
            payments and other benefits to be derived by each Party pursuant to
            this Agreement. The

<PAGE>

                                                                    Confidential

            provisions of this Section 15 will survive the expiration or
            termination of this Agreement and each Work Order for any reason.

            (f) INJUNCTIVE RELIEF. Each of the Parties acknowledge that, in the
            event it breaches its obligations concerning restrictions on the use
            of the other Party's Confidential Information as defined in ,
            Section 7, the Sublicense Agreement or in any applicable Work Order,
            the non-breaching Party will be irreparably harmed. In such a
            circumstance, the non-breaching Party may proceed directly to court.
            If a court of competent jurisdiction should find that the breaching
            Party has breached any such obligations, the breaching Party agrees
            that without any additional findings of irreparable injury or other
            conditions to injunctive relief, it will not oppose the entry of an
            appropriate order compelling performance by the breaching Party and
            restraining it from any further breaches.

16.   EXCUSED PERFORMANCE. Neither Party will be deemed to be in default
      hereunder, or will be liable to the other, for failure to perform any of
      its non-monetary obligations under this Agreement or any Work Order to the
      extent that such failure results from any event or circumstance beyond
      that Party's reasonable control, including acts or omissions of the other
      Party or third parties, natural disasters, riots, war, civil disorder,
      acts of terrorism, court orders, acts or regulations of governmental
      bodies, and which it could not have prevented by reasonable precautions or
      could not have remedied by the exercise of reasonable efforts
      (collectively, "Force Majeure"). If either Party is precluded from
      performing all or substantially all of the services hereunder for an event
      covered by this Section 16 for * consecutive days, then the other Party
      will have the right to terminate this Agreement and/or the Work Order, as
      applicable, upon written notice to the other. Subject to the foregoing
      right of termination, if there is an event of Force Majeure in connection
      with Sabre Services which materially and substantially impacts TAM's
      business operations or an event of Force Majeure which materially and
      substantially impacts Sabre's rights to market and sublicense the TAM
      Products pursuant to the Sublicense Agreement, then the affected Party may
      seek substitute services from a third party for the period of time that
      the Force Majeure exists.

17.   EXPORT REGULATIONS. This Agreement and each Work Order is expressly made
      subject to any United States government laws, regulations, orders or other
      restrictions regarding export from the United States of computer hardware,
      software, technical data or derivatives of such hardware, software or
      technical data. Notwithstanding anything to the contrary in this Agreement
      or any Work Order, if precluded by any United States government laws,
      regulations, orders or other restrictions, Sabre will not directly or
      indirectly export (or re-export) any computer hardware, software,
      technical data or derivatives of such hardware, software or technical
      data, or permit the shipment of same: (a) into (or to a national or
      resident of) Cuba, North Korea, Iran, Iraq, Libya, Syria or any other
      country to which the United States has embargoed goods; (b) to anyone on
      the U.S. Treasury Department's List of Specially Designated Nationals,
      List of Specially Designated Terrorists or List of Specially Designated
      Narcotics Traffickers, or the U.S. Commerce Department's Denied Parties
      List; or (c) to any country or destination for which the United States
      government or a United States governmental agency requires an export
      license or other approval for export without first having obtained such
      license or other approval. Each Party will reasonably cooperate with the
      other and will provide to the other promptly upon request any end-user
      certificates, affidavits regarding re-export or other certificates or
      documents as are reasonably requested to obtain approvals, consents,
      licenses and/or permits required for any payment or any export or import
      of products or services under this Agreement or any Work Order. The
      provisions of this Section 17 will survive the expiration or termination
      of this Agreement and each Work Order for any reason.

18.   USE OF SUBCONTRACTORS. Sabre may subcontract any portion of the Sabre
      Services to any Affiliate or third parties provided no such subcontracting
      of duties or services shall relieve Sabre of its obligations to TAM under
      this Agreement or any Work Order and TAM need not pursue any remedies
      provided for in this Agreement or in any Work Order against any
      subcontractor retained or selected by Sabre but may proceed directly
      against Sabre. Sabre will not disclose any of TAM's Confidential
      Information to any subcontractor unless it has agreed in writing to
      protect the confidentiality of such Confidential Information in a manner
      no less restrictive than required under Section 7. and to use such
      information only as needed to perform subcontracted Sabre Services.

19.   MANAGEMENT OF TELECOMMUNICATIONS SERVICES. TAM acknowledges that Sabre is
      not a licensed provider
<PAGE>

                                                                    Confidential

      of Telecommunications services. Sabre will arrange for and manage the
      provision of Telecommunications services for TAM where required in the
      applicable Work Order. Subject to TAM's approval, Sabre will select a
      third party provider that is licensed to provide such services. Sabre will
      monitor such provider's performance of its obligation to provide and
      maintain the Telecommunications services, will work with such provider and
      with TAM to resolve problems with the Telecommunications services, and
      will take all reasonable actions to cause such provider to perform such
      obligation. Sabre will not be responsible for a failure of a third party
      Telecommunications provider to provide Telecommunications services, or for
      any degradation of the provision of such Telecommunications services by
      the third party provider. As used herein, "Telecommunications" includes
      any remote communication or connection between Customer and Sabre. For
      example, such connections may be by way of a direct communication link,
      radio, microwave or satellite link or by way of the Internet or World Wide
      Web.

20.   MANAGEMENT OF OTHER THIRD PARTIES. The Parties acknowledge that the Sabre
      Services may include Sabre's management or procurement of various services
      and products provided by third parties at the request of TAM. TAM agrees
      that this arrangement would not constitute Sabre's subcontracting of some
      portions of the Sabre Services for purposes of this Agreement, and that
      Sabre would not be responsible or liable for the performance, inadequate
      performance or non-performance of such third party Sabre Services or
      products. The remedies for any such third party service or product
      problems to the extent attributable to nonperformance or inadequate
      performance by any such third party provider or nonconformance of any such
      third party product will be the remedies set forth in the applicable
      agreement with the provider of such third party service or product.

21.   NOTICES. All notices under this Agreement and each Work Order will be in
      writing and will be deemed to have been duly given if delivered personally
      or by a nationally recognized courier service, to the Parties at the
      addresses set forth herein. Either Party may change its address or
      designee for notification purposes by giving notice to the other of the
      new address or designee and the date upon which such change will become
      effective.

            If to Sabre for technical matters and matters of an urgent nature:

      Sabre Inc.                           With cc to TAM Account Manager
      3150 Sabre Drive                     Sabre Brazil
      Southlake, TX 76092-2129             Avenida Paulista 1106 1 degrees Andar
      Attn: Technical Delivery Executive   Sao Paulo, SP
      Email: tracy.cooper@sabre.com        email: luiz.ambar@sabre.com
      Fax: 817 264-2307                    Fax: +55 11 3146-1450
      Telephone: 817 264-7880              Telephone: +55 11 3146-1501

<PAGE>

                                                                    Confidential

            If to TAM for technical matters or matters of an urgent nature:

TAM Linhas Aereas, S.A.                      with cc to IT Vice President

Avenida Jurandir 856                         Avenida Jurandir 856
Lote 4, Hangar 7, 3 degrees Andar            Lote 4, Hangar 7, 3 degrees Andar
Jardim Ceci, Sao Paulo, SP, Brasil           Jardim Ceci, Sao Paulo, SP, Brasil
CEP: 04072-000                               CEP: 04072-000
Attn: Antonio A. Faco                        Attn: Gelson Pizzirani
Email: Antonio.faco@tam.com.br               email: gelson.pizzirani@tam. com.br
Fax: +55 11 55826134                         Fax: +55 11 5582-6134
Telephone: + 55 11 5582-9348                 Telephone: +55 11 5582-8998

 For all other matters to Sabre
including legal notices:                     with cc to General Counsel:

Sabre Travel International Ltd.              Sabre Inc.
12 Lower Leeson Street                       3150 Sabre Drive
Third Floor, Ormonde House                   MD 9105, First Floor
Dublin, 2 Ireland                            Southlake, TX 76092-2129
Attn: Director                               Attn: General Counsel

                                             And:

                                             Sabre Inc.
                                             3150 Sabre Drive
                                             Southlake, TX 76092-2129
                                             Attn: President, Airline Solutions

For all other matters to TAM
Including legal notices:                     with cc to General Counsel

TAM Linhas Aereas, S.A.                      TAM Linhas Aereas, S.A.
Avenida Jurandir 856                         Avenida Jurandir 856
Lote 4, Hangar 7, 5 degrees Andar            Lote 4, Hangar 7, 5 degrees Andar
Jardim Ceci, Sao Paulo, SP, Brasil           Jardim Ceci, Sao Paulo, SP, Brasil
CEP: 04072-000                               CEP: 04072-000
Attn:Presidente                              Attn:General Counsel

22.   PUBLIC RELATIONS AND MARKETING REFERENCES. Each Party will coordinate with
      the other regarding any media release, public announcement or similar
      disclosure relating to this Agreement or any Work Order or its subject
      matter and will give the other Party a reasonable opportunity to review
      and comment on the content of such release, announcement or disclosure
      prior to its release. This provision does not alter the restrictions on
      the disclosure of Confidential Information set forth in Section 7 and
      subject to Section 7. will not be construed so as to delay or restrict
      either Party from disclosing any information required to be disclosed in
      order to comply with any applicable laws, rules or regulations.
      Notwithstanding the foregoing but subject to any applicable laws, rules or
      regulations, each Party will have the right to list the name of the other
      Party, to make general references to the basic nature of the relationship
      between the Parties under this Agreement and to describe generally the
      type of services being provided by Sabre to TAM and TAM to Sabre under
      this Agreement and each Work Order in such Party's promotional and
      marketing materials, in such Party's oral or visual presentations to third
      parties, in interviews conducted by the news media or securities analysts
      and in or through any other available media channels, including print,
      internet, radio, cable and broadcast mediums.

<PAGE>

                                                                    Confidential

23.   TRADEMARKS. Sabre grants TAM for the term of this Agreement a
      non-exclusive and non-transferable license to use Sabre's tradenames and
      trademarks for the Licensed Software in accordance with the terms outlined
      in Exhibit C (the "Trademark Policy"); provided, however, no use of
      Sabre's tradenames or trademarks shall be made without the prior written
      approval of Sabre, which approval shall not be unreasonably withheld or
      delayed. Sabre will provide TAM its current graphic standard guidelines
      and will inform TAM in writing of any changes in the Trademark Policy.

24.   HIRING OF EMPLOYEES. Unless mutually agreed, during the term of this
      Agreement and for a period of 12 months thereafter, neither Party will
      solicit, directly or indirectly, for employment or employ any employee of
      the other who is or was involved in the performance of any of the services
      pursuant to this Agreement without the prior written consent of the other.
      An unsolicited inquiry for employment from an employee or a response to a
      job posting in a general solicitation by one of the Parties (for example,
      a job opportunity listed in a Party's web site or solicitations in job
      fairs, newspaper or trade magazine listings) shall not be considered a
      violation of this Section 24.

25.   REQUIRED DOCUMENTATION. The Parties shall be responsible for providing
      reasonable assistance to each other in obtaining all necessary work visas
      and any other documentation required for individuals to provide Services
      on behalf of the Parties under this Agreement or any Work Order.

26.   RIGHT TO ENGAGE IN OTHER ACTIVITIES. Sabre and its Affiliates may provide
      data processing and other information technology services for other
      parties at any Sabre facility that Sabre uses to perform Sabre Services or
      to provide access to the Hosted Software. Subject to TAM's proprietary
      rights in its data and Sabre's confidentiality obligations contained in
      Section 7, nothing in this Agreement will impair Sabre's right to acquire,
      license, market, distribute, develop for itself or others or have others
      develop for Sabre similar technology performing similar functions as the
      technology and Sabre Services contemplated by this Agreement.

27.   LEGAL AUTHORITY TO CONTRACT. Each Party represents and warrants that as of
      the Effective Date: (i) such Party is a corporation in good standing under
      the laws of its jurisdiction of formation and has the authority to carry
      on its business as now conducted; (ii) it has the legal authority to
      execute deliver and perform its obligations under this Agreement and any
      Work Order (iii) the obligations under this Agreement have been duly
      authorized by all necessary corporate action; (iv) this Agreement has been
      executed by duly authorized officers of such Party; (v) that the Agreement
      constitutes a valid and legally binding obligation of the Party
      enforceable in accordance with its terms, and (vi) and no consent or
      approval of stockholders or any other person or consent or approval of,
      notice to, or filing with, any public authorities is required as a
      condition to the validity of this Agreement.

28.   SABRE PORTFOLIO ACCESS. From time to time during the term of the Agreement
      and as the Parties may agree, Sabre will provide TAM with information,
      including descriptions of basic uses and applications, concerning Sabre
      products, services and/or enhancements thereto which may be applicable for
      TAM's operations. This information will be provided free of charge for
      TAM's consideration for use in their operations.

29.   BETA TESTING. Sabre from time to time develops new software/hardware
      products or services along with supporting documentation (the "Beta
      Products") for use by its clients. The Parties believe it is mutually
      beneficial to allow TAM to utilize the Beta Products for purposes of
      testing, analysis, and evaluation under the conditions of TAM's business
      and environment (the "Beta Tests"). Whenever Sabre has a Beta Product
      suitable for Beta Tests by an airline, or has a product for another market
      segment that Sabre thinks may benefit from testing by TAM, Sabre will
      notify TAM of such product. Subject to TAM's agreement to test, the
      Parties will mutually develop a plan for such testing prior to the
      commencement of each Beta Test. TAM, in the exercise of its sole
      discretion may not agree to participate in any Beta Test. The Beta
      Products are a pre-release test version and may have defects or
      deficiencies that cannot or may not be corrected by Sabre. Sabre makes no
      warranties, express or implied, including, but not limited to, warranties
      of merchantability, satisfactory quality and fitness for a particular
      purpose, with respect to the Beta Products, their use or support. TAM will
      actively use the Beta Products subject to the Parties testing plan free of
      charge during the Beta Tests. TAM will make available to Sabre copies of
      data connected with its use of the Beta Products including, but not
      limited
<PAGE>

                                                                    Confidential

      to, test results, corrections, deficiency information, and actual or
      suggested improvements to the Beta Product and agrees to consult with
      Sabre in the review and analysis of the same. All reports, designs,
      specifications and other materials and all rights in all media made and/or
      developed during the Beta Test for enhancement of the Beta Products,
      whether prepared by Sabre or TAM, will be the sole and exclusive property
      of Sabre and its Affiliates; and all such reports, designs, specifications
      or other materials and all media shall be kept confidential by TAM. All
      right, title and interest throughout the world to any invention relating
      to enhancement of the Beta Products, whether or not patentable, conceived
      in or made in the course of or as a result of TAM's Beta Test shall be the
      sole and exclusive property of Sabre and its Affiliates, provided that in
      no event will Sabre disclose to any third party any proprietary TAM data
      or information. Subject to TAM's approval, TAM agrees to provide an
      endorsement statement that Sabre can use in advertisement and sales
      materials for the Beta Products. If TAM desires to continue using the Beta
      Product after the expiration of the Beta Test, or contracts with Sabre for
      the production version of the Beta Product within * months, the Parties
      will negotiate an appropriate charge for such product, including any
      credits for TAM for the use of TAM Equipment, software and/or services in
      connection with the Beta Test.

30.   RIGHT OF RESPONSE. In consideration of access to Sabre portfolio and the
      right to act as a Beta Product testing site as provided in Sections 28 and
      29, TAM agrees to give Sabre the right of response in connection with any
      requirements TAM may have related to airline products and services of the
      variety offered by Sabre. Concurrently with discussing with any other
      provider of such airline products and services, TAM will notify Sabre of
      its interest in obtaining such products and services. TAM will discuss in
      good faith with Sabre the provision of such products or services from
      Sabre to TAM, and will be allowed the same opportunity, conditions and
      time to formulate a response as TAM provides to any third party. If
      Sabre's response is not accepted by TAM, TAM will be free to negotiate
      and enter into an agreement with any third party for any such airline
      products and services at its discretion and without interference by Sabre.
      Sabre will make no claim against any such third party as a result of their
      selection by TAM for such airline products and services.

31.   OTHER. Where agreement, approval, acceptance or consent of either Party is
      required by this Agreement or any Work Order, such action will not
      be unreasonably withheld or delayed. The Parties are independent
      contractors, and neither this Agreement nor any Work Order will be
      construed as constituting either Party as partner, joint venturer or
      fiduciary of the other. If any provision (other than a provision relating
      to any payment obligation) of this Agreement or any Work Order or the
      application hereof or thereof to any persons or circumstances is, to any
      extent, held invalid or unenforceable, the remainder of this Agreement and
      each Work Order or the application of such provision to persons or
      circumstances other than those as to which it is invalid or unenforceable
      will not be affected thereby, and each provision of this Agreement and
      each Work Order will be valid and enforceable to the extent permitted by
      law. Nothing in this Agreement or any Work Order may be relied upon or
      will benefit any Party other than TAM and Sabre and their respective
      Affiliates. Any provision of this Agreement which contemplates performance
      or observance subsequent to any termination or expiration of this
      Agreement will survive any termination or expiration of this Agreement and
      continue in full force and effect. This Agreement and each Work Order (a)
      will be governed by the substantive laws of the State of New York, United
      States of America (without giving effect to any choice-of-law rules that
      may require the application of the laws of another jurisdiction), (b) will
      be binding on the Parties and their successors and permitted assigns, (c)
      may not be assigned by either Party without the prior written consent of
      the other (except that Sabre will have the right to perform the Sabre
      Services itself and through its Affiliates, to assign this Agreement and
      each Work Order to such Affiliates, provided no such assignment shall
      relieve Sabre of any of its obligations under this Agreement or any Work
      Order and in the event of any such assignment by Sabre, Sabre and its
      affiliate will be jointly and severally liable to TAM for any damages as
      provided for in this Agreement and any Work Order) and (d) may not be
      changed or modified orally or through a course of dealing, but only by a
      written amendment or revision signed by the Parties. This Agreement and
      each Work Order (including any exhibits or attachments referred to herein
      or therein and attached hereto or thereto, each of which is incorporated
      herein or therein, as applicable, by this reference for all purposes)
      constitute, as of the effective date of this Agreement or that Work Order,
      as applicable, the full and complete statement of the agreement of the
      Parties with respect to the subject matter hereof and thereof and
      supersede any previous or contemporaneous agreements, understandings or
      communications, whether written or oral, relating to such subject matter.
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                                                                    Confidential

IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement
by their duly authorized representatives as of the date first set forth above.


SABRE TRAVEL INTERNATIONAL LTD. (No. 272493) TAM LINHAS AEREAS S.A.,

By:                                          By:
     --------------------------------           --------------------------------
Name:    Margaret Lewis                      Name:    Gelson Pizzirani
Title:   Director                            Title:   Vice President
Date:    October 3, 2003                     Date:    October 3, 2003

                                             By:
                                                --------------------------------
                                             Name:    Ruy Antonio Mendes Amparo
                                             Title:   Vice President
                                             Date:    Octobers 3, 2003

<PAGE>

                                                                    Confidential

                                      D-1

<PAGE>

                                                                    Confidential

                                  WORK ORDER 1

THIS WORK ORDER NUMBER 1 ("WO1") will confirm the mutual understanding and
agreement of each of Sabre Travel International Ltd. ("Sabre"), and TAM Linhas
Aereas S.A., a Brazilian corporation ("TAM") as to the terms and conditions
pursuant to which Sabre itself and through its direct and indirect wholly-owned
subsidiaries or Affiliates, will perform the services and produce the
deliverables described in this WO1. All references to Sabre and TAM in this WO1
will be deemed to include all respective Parties subsidiaries and Affiliates,
and TAM and Sabre may be referred to herein individually as a "Party" and
together as the "Parties". The terms and conditions of this WO1 are as follows:

      1.    This WO1 is entered into by the Parties under the provisions of the
            General Services Agreement, and Exhibits thereto, dated as of
            October 3, 2003, between Sabre and TAM (the "Agreement"), and,
            except as otherwise provided in this WO1, all provisions of the
            Agreement are applicable to this WO1. If there is a conflict between
            the terms of this WO1 and the Agreement, the terms of this WO1 will
            be controlling.

            1.1   The term of this WO1 will begin on October 3, 2003, and,
                  unless earlier terminated as provided in the Agreement, will
                  continue through October 3, 2013 (the "Term of this WO1"). The
                  Term of this WO1 may be extended by mutual written agreement
                  of the Parties.

      2.    THE TECHNOLOGY SOLUTION. The technology solution ("Technology
            Solution") envisioned as Sabre Services by the Agreement is
            described in two specific parts; 1) the "Multihost Solution" which
            encompasses products and services including host-based reservations
            provided and supported by Sabre and 2) the "Portal Solution", a
            web-based tool provided and supported by Sabre which integrates the
            TAM Solution defined in Attachment 1 of this WO1 under Section 1,
            with the Multihost Solution. In addition, TAM will have certain
            obligations in connection with the Technology Solution described in
            this WO1 as TAM Solution obligations.

      2.1   DETERMINATION OF APPLICABLE DATES. The terms of this WO1 shall be
            governed by three mutually agreed dates which are defined as
            follows:

            2.1.1 EFFECTIVE DATE. The "Effective Date" of this WO1 shall be
                  defined as the date upon which this WO1 is duly executed by
                  both Parties.

            2.1.2 IMPLEMENTATION DATE. The "Implementation Date" of the
                  Technology Solution shall be the date by which Acceptance is
                  deemed to have occurred pursuant to Section 2(d) of the
                  Agreement.

            2.1.3 SUSPENSION DATE. The "Suspension Date" shall be defined as the
                  earlier of (i) the date upon which TAM discontinues
                  participation in all Global Distribution Systems ("GDS")
                  within Brazil or (ii) (a) * days following the date upon which
                  Sabre Subscriber locations within Brazil which generated * %
                  of TAM ticket sales revenue generated by Sabre Subscribers for
                  the preceding * months prior to the Effective Date of the
                  Agreement have had Infrastructure preparation completed as
                  described in Section 7.4 and (b) Brazilian travel agents and
                  other related producers (e.g. tour operators, consolidators,
                  etc.) who produced * % of TAM's domestic point of sale
                  passenger revenue in the preceding * months prior to the
                  Effective Date of the Agreement have had access to training on
                  the Technology Solution or (iii) the * Brazilian travel
                  agencies, including * % of their branches, or related
                  producers, who produced the most revenue for TAM in the
                  preceding *  months (a) have had access to training on the
                  Technology Solution and (b) of these * top producers, all
                  Sabre Subscribers have had Infrastructure preparation
                  completed as described in Section 7.4.

            2.1.4 PRE-EXISTING MULTIHOST AGREEMENT. TAM's Multihost Agreement
                  with Sabre dated February 18, 1993 shall remain in full force
                  and effect until the Effective Date and shall be put into
                  abeyance on the Effective Date until the earlier of (i) the
                  expiration of this WO1 at which time
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                                                                    Confidential

                  the Multihost Agreement will automatically terminate or (ii)
                  termination in accordance with Section 12 (e) of the
                  Agreement, at which time the Multihost Agreement will be
                  reinstated in accordance with Section 12 (e) of the Agreement.

3.    THE MULTIHOST SOLUTION. Throughout the Term of this WO1, Sabre will
      provide TAM with certain Multihost Services including but not limited to
      hosted computer services ("Hosted Services"), maintenance of Multihost
      software and databases ("Maintenance Services"), and management of
      telecommunication services ("Telecommunication Services") as described
      more thoroughly below.

      3.1   DESCRIPTION OF MULTIHOST SOFTWARE. Sabre shall provide or cause to
            be provided to TAM access to the Multihost Software, in accordance
            with Attachment 1 to this WO1 under the Section 2.1 "Description of
            Multihost Software". As used herein, the term "Multihost Software"
            means the Sabre proprietary computerized reservations system used in
            relation to the provision of air transportation services as
            described in Section 2 of Attachment 1 of this WO1.

      3.2   DESCRIPTION OF MULTIHOST MAINTENANCE SERVICES. Sabre shall provide
            or cause to be provided to TAM certain Multihost Maintenance
            Services, as described in Sections 3.4(a)(ii), 3.4(b)(vii), 3.4(d)
            and 3.4(e) of this WO1.

      3.3   DESCRIPTION OF MULTIHOST TELECOMMUNICATIONS SERVICES. Except as
            otherwise agreed in a separate agreement, TAM shall be responsible
            for obtaining communications facilities, at its own expense,
            necessary to communicate with the Multihost Software. Sabre shall
            cooperate with TAM to facilitate the connection of such
            communication facilities.

      3.4   MULTIHOST SOFTWARE AND DATABASE SUPPORT.

        (a) TAM DATABASE SUPPORT.

            i)    TAM DATABASE. Sabre acknowledges that the TAM database
                  (consisting of all TAM information, data and records residing
                  in the TAM partition of the Sabre Multihost computer ("TAM
                  Database") contains information proprietary to TAM. The TAM
                  Database shall be and will remain the sole property of TAM and
                  only Equipment (as defined in Section 9(d) of the Agreement)
                  specified by TAM may be used to access the TAM Database;
                  provided, however, that Sabre and its subcontractors' data
                  processing personnel shall have access to the TAM Database to
                  ensure the integrity and performance of the Multihost
                  Software. Sabre and its subcontractor's personnel having
                  access to the TAM Database shall be made aware of their duty
                  to maintain the confidentiality of the TAM Database and of
                  their duty to use such access only for purposes contemplated
                  by the Agreement. The location of the TAM Database may or may
                  not be physically separate from the databases of Other
                  Customers of Sabre. As used herein "Other Customers" means any
                  other carrier which obtains Multihost Software or Multihost
                  Services from Sabre.

            ii)   SABRE TO MAINTAIN TAM DATABASE. Sabre shall maintain, or cause
                  to be maintained, the TAM Database, and shall make backup
                  archival copies of the TAM Database at least once in each
                  twenty-four hours (but not less frequently than for any Other
                  Customer) so that if the TAM Database is for any reason erased
                  or destroyed, Sabre shall promptly restore the archival copy.
                  If the TAM Database is erased or destroyed for (i) causes
                  within Sabre's sole control, Sabre will restore the archival
                  copy at no additional charge and, in the invoice following the
                  erasure or destruction of the TAM Database, Sabre will credit
                  TAM * % of the previous month's invoice for services provided
                  by Sabre to TAM pursuant to this WO1, prorated to reflect the
                  number of hours and minutes of the outage resulting from the
                  erasure or destruction of the TAM Database. (ii) if,
                  alternatively, the TAM Database is erased or destroyed for
                  causes within TAM's sole control, TAM will pay Sabre for all
                  labor incurred in restoring the archival copy at Sabre's then
                  current labor rates, (iii) for any TAM Database erasure or
                  destruction that is outside of TAM's sole control and Sabre's
                  sole control, TAM shall pay Sabre half of Sabre's standard
                  applicable

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                  labor cost incurred in restoring the archival copy. Any
                  incident pursuant to this Section 3.4(a)(ii) for which a
                  credit is issued will not be eligible for a credit under any
                  other section of this WO1.

            iii)  ACCESS TO THE MULTIHOST SOFTWARE RESTRICTED. Sabre will
                  restrict access to data contained within the Multihost
                  Software by functional identification ("Duty Codes") to
                  facilitate data security. TAM agrees that the Duty Codes used
                  by TAM, unless otherwise agreed to by Sabre, will be identical
                  to those used by Sabre. Sabre shall use the same security
                  procedures to protect the TAM Database from unauthorized
                  access as it uses for Other Customers. Sabre shall protect the
                  confidentiality of the TAM Database using the same care it
                  uses to protect its own confidential information of like
                  importance, but not less than reasonable care. Sabre reserves
                  the right to modify its regulations and procedures from time
                  to time to improve such protection.

            iv)   SABRE DATABASE SUPPLIERS. Use of the TAM Database is, or may
                  be, subject to certain restrictions and covenants set forth in
                  agreements with database application software suppliers
                  ("Database Suppliers"). TAM agrees to comply with such
                  restrictions and covenants provided that copies of the
                  agreements in which they are contained are provided to TAM
                  within fifteen (15) days prior to the effective date of
                  any such restriction or covenants that are imposed on Sabre
                  hereafter and provided further that Sabre will exercise care
                  that such restriction does not impair TAM's rights under the
                  agreement and this WO1. In providing copies of such agreements
                  to TAM, Sabre may delete pricing or other commercially
                  sensitive information. To the extent that information from
                  such Database Suppliers becomes unavailable or third party
                  software is not supported, Sabre is relieved of its obligation
                  to provide such data to TAM; however, Sabre will use
                  reasonable efforts to supply replacement data.

      (b)   MULTIHOST SOFTWARE PERFORMANCE.

            i)    PERFORMANCE STANDARDS. Subject to the provisions of Sections
                  3.4(b)(ii) and (iii). Sabre will maintain, or to cause to be
                  maintained, the Multihost Software's availability twenty-four
                  hours per day, seven days per week, subject to Downtime. As
                  used herein, "Downtime" means the time when the Multihost
                  Software is not available for productive use at the Sabre Data
                  Center or at such other location as Sabre may designate Data
                  Center. As used herein, "Data Center" means the Data Center
                  operated by or on behalf of Sabre and currently located in
                  Tulsa, Oklahoma, United States or such other location as Sabre
                  may designate.

            ii)   AVAILABILITY. Except as may be otherwise provided in an
                  applicable Work Order, Sabre will provide Uptime for the
                  Multihost Software at least * of the time during the Term of
                  this WO1. As used herein "Uptime" means the time when the
                  Multihost Software is available for productive use at the Data
                  Center (excluding Downtime), measured during a calendar month,
                  and calculated as (i) the number of minutes of availability
                  during such measurement period, divided by (ii) the total
                  minutes during such measurement period minus the Downtime
                  minutes referred to in Sections 3.4(b)(v) and (vi). No
                  exception will be made in the case that Uptime as calculated
                  herein is not met solely because of the failure of Multihost
                  Software as defined in Section 2(c) the Agreement. If, Sabre
                  fails to provide Uptime for the Multihost Software for at
                  least * of the time as specified above during any calendar
                  month, Sabre will issue TAM a credit on its next invoice in an
                  amount equal to * of the previous month's invoice. Any
                  incident pursuant to this Section 3.4(b)(ii) for which a
                  credit is issued (the "first incident") will be eligible for
                  an additional credit under this WO1, if but only if, the cause
                  of such other incident is not directly related to the cause of
                  the first incident.

            iii)  LIMITATIONS ON SECTIONS 3.4 (B) (I) AND (II). Sabre shall not
                  be in default of the service levels or service level goals
                  under this Agreement to the extent such failure is wholly or
                  partly due to any one of the following reasons: (i) TAM's
                  failure to perform its

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                  obligations under the Agreement that affects the performance
                  of the respective Multihost Software system; (ii) Force
                  Majeure Events; (iii) the performance of a third party
                  (including but not limited to Telecommunications provider(s));
                  (iv) changes made in accordance with the procedures set forth
                  in Section 3.4(c)(ii) below, (v) unforeseen capacity increases
                  based on changes in TAM's business processes or methodology
                  for generating Messages;(vi) TAM's internal software other
                  than the "Licensed Software," as defined in the Agreement; and
                  (vii) performance of third party software or hardware. As
                  performance of the Multihost Software is dependent on
                  performance of local area and wide area networks, and software
                  and hardware of Third Parties and TAM, Sabre shall not be
                  responsible for problems or delays due to technical matters
                  beyond its control. As used herein, the term "Messages" means
                  a grouping of characters transmitted to the Sabre Multihost
                  TAM reservation partition at the Data Center whether such
                  transmission is made manually or automated. Each such
                  transmission constitutes one Message.

            iv)   SOLE AND EXCLUSIVE REMEDY FOR OUTAGES. In the event of an
                  outage, Sabre will restore the Multihost Software as soon as
                  reasonably practicable using the same degree of effort
                  accorded a similar problem for Other Customers. Except as may
                  be provided in an applicable Work Order, if Uptime is not at
                  least * for any * consecutive day period during the Term of
                  this WO1, Sabre's sole liability and TAM's sole and exclusive
                  remedy shall be for TAM to terminate this WO1 and the
                  Agreement.

             v)   ROUTINE DOWNTIME. Sabre may from time to time perform routine
                  Downtime for system maintenance of and software modifications
                  to the Multihost Software. Except for operational necessity,
                  routine Downtime shall occur between 2100 and 0200 United
                  States Central Time ("CT"). Sabre will endeavor to give TAM at
                  least  hour written advance notice of Routine Downtime and its
                  anticipated duration.

            vi)   EXTENDED DOWNTIME. The Multihost Software may also be
                  unavailable for longer periods for hardware upgrades, facility
                  modification, TAM requested reorganization of the TAM
                  Database, and similar reasons. Sabre will use reasonable
                  efforts to limit such Downtime to no more than * hours,
                  occurring between the hours of 2000 and 0400 CT if on
                  weekdays, and 1900 and 0300 CT if on weekends or on a United
                  States holiday. To the extent practicable, Sabre shall consult
                  with TAM in scheduling such Downtime and shall endeavor to
                  accommodate TAM with respect to scheduling. Although Sabre
                  shall avoid unscheduled Downtime and to maintain Uptime at an
                  industry-competitive level, such Downtime may occur despite
                  such efforts. Unscheduled Downtime shall be included in the
                  calculation of Downtime.

            vii)  ERRORS AND PROBLEMS. After receiving notice from TAM of any
                  Errors or problems with the Multihost Software, Sabre will
                  commence efforts to correct promptly the Error or problem. As
                  used herein, the term "Error" means a reproducible failure of
                  a software system to perform in all material respects in
                  accordance with its functionality. Sabre will accord to TAM
                  the same priority, speed of response, and degree of effort
                  that it accords or would accord to any Other Customer for a
                  similar Error or problem. In the case of a "Level 1 Error" as
                  defined in Section 3.4(d) of this WO1, Sabre will guarantee
                  service restoration within * hours for * % of cases, and (ii)
                  in the case of a "Level 2 Error" as defined in Section 3.4(d)
                  of this WO1, Sabre will guarantee service restoration within *
                  hours for * % of cases. If Sabre fails to restore service
                  within the timeframes described in (i) and (ii) above, Sabre
                  will issue TAM a credit on its next invoice in an amount equal
                  to * % of the previous month's invoice. Any incident pursuant
                  to this Section 3.4(a)(vii) for which a credit is issued (the
                  "first incident") will be eligible for an additional credit
                  under this WO1, if, but only if, the cause of such other
                  incident is not directly related to the cause of the first
                  incident. Sabre shall have no obligation to fix Errors for any
                  version of a Software system other than the most current
                  version and the immediately preceding version of such
                  Multihost Software system. If a Level 2 Error is not corrected
                  within * days after receiving written notice of such Level 2
                  Error, TAM's Chief Executive Officer may give written notice
                  to Sabre's Chief

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                  Executive Officer that the Level 2 Error has not been
                  corrected and if such Level 2 Error has not been corrected
                  within * days from the date of such notice, TAM may terminate
                  the Agreement and this WO1, and seek damages as otherwise
                  provided for in the Agreement.

            viii) PERFORMANCE RELATED TO TELECOMMUNICATIONS AND EQUIPMENT
                  FACILITIES. If any unusual or unforeseen growth in TAM's
                  operations occurs, Sabre will consult with TAM and subject to
                  the parties mutual agreement, TAM will pay for all Equipment
                  and Telecommunications facilities and necessary interfaces and
                  related installation costs that may be required by such
                  unusual or unforeseen growth. Additional fees may also apply
                  as may be set forth below. The Parties acknowledge that the
                  incorporation of another Brazilian carrier within the scope of
                  this WO1 will not be deemed unusual or unforeseen growth with
                  respect to Equipment and Telecommunications facilities as
                  provided herein by them.

      (c)   ENHANCEMENTS, NEW FUNCTIONS AND MODIFICATIONS.

            i)    SABRE CHANGES TO MULTIHOST SOFTWARE. From time to time, the
                  functionality of a Multihost Software system may be modified
                  by Sabre creating enhancements and adding new functions. If
                  Sabre offers these enhancements or new functions without
                  charge to TAM, then TAM agrees to accept them for use with the
                  applicable Multihost Software system provided TAM is not
                  required to pay for any related upgrades or later implemented
                  related upgrades.

            ii)   TAM CHANGE REQUESTS. TAM may submit a Change Request to Sabre
                  for enhancements and new functions, provided that the cost of
                  developing such enhancements or new functions may, at Sabre's
                  discretion, be charged to TAM for such development cost at a
                  rate of USD$ * per hour during the first * months after the
                  Implementation Date. Subsequently TAM shall pay Sabre for such
                  services at Sabre's then prevailing labor rates per hour or
                  another rate mutually agreed by the Parties. Any such change
                  shall be subject to the Change Request procedure referred to
                  in Section 2(e) of the Agreement. Should Sabre exercise its
                  discretion to charge TAM for the requested change, Sabre will
                  retain full rights to the change but will not offer this
                  functionality to any third party if TAM has requested the
                  product be exclusively TAM's for a maximum period of * months
                  after such change is in production. If the product is made
                  available to any third parties, with TAM's consent, Sabre will
                  pay TAM a prorated amount for the remaining exclusivity
                  period, but not exceeding the amount charged by Sabre to TAM
                  for the change.

            iii)  ENHANCEMENT AND NEW FUNCTION IMPLEMENTATION. Sabre will
                  provide TAM with reasonable prior notice of the scheduled
                  implementation of enhancements and new functions. Such notice
                  shall be provided to TAM in the same manner and at the same
                  time as such notice is provided to Other Customers. Sabre
                  shall provide training materials to TAM with respect to such
                  enhancements and new functions. The training materials
                  delivered to TAM shall be the latest versions that Sabre
                  provides to Other Customers except in cases where customized
                  documentation is prepared for an Other Customer.

            iv)   SABRE TEST OF ENHANCEMENTS AND NEW FUNCTIONS. Except when
                  precluded by operational emergencies, Sabre shall test all
                  Multihost Software capabilities, including without limitation,
                  enhancements and new functions, under an internal test
                  environment. TAM acknowledges that despite such internal
                  testing, conditions may develop that lead to error conditions,
                  malfunctions, or a breakdown in the operation of a Multihost
                  Software system. Should any of the foregoing occur, Sabre
                  shall correct any such condition with the same degree of
                  effort afforded a similar problem affecting Other Customers.

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                  (D) SABRE HELP DESK SUPPORT. TAM will have access to a Sabre
                  help desk twenty-four (24) hours a day, seven (7) days a week
                  for the Multihost Software. All calls to the Sabre help desk
                  will be coordinated through a central processing group at TAM,
                  which group will be responsible for the initial line of
                  support for the Multihost Software (the "TAM Processing
                  Group"). If TAM's Processing Group is unable to answer the
                  question or resolve an issue with the Multihost Software, it
                  will then contact the Sabre help desk. The Sabre help desk
                  will be responsible for facilitating resolution of the
                  question or issue. A Sabre help desk coordinator will be
                  responsible for logging and tracking Errors after they have
                  been reported by TAM through a problem report, contacting the
                  TAM Technical Coordinator, as defined in Section 3.4(e). to
                  confirm receipt of a problem report and jointly determining
                  the priority level of the Error. Priority levels will be
                  determined as follows:

                  Level "1" Errors. These are problems with the Multihost
                  Software's functionality that renders it inoperable. TAM will
                  be advised at least every twenty-four(24) hours by the help
                  desk as to the status of efforts to resolve the Level 1 Error.
                  One or more members of Sabre senior management will be
                  informed on a daily basis of all Level 1 Errors.

                  Level "2" Errors. These are problems with the Multihost
                  Software's functionality that are significant to the
                  productive use of the Multihost Software but the Multihost
                  Software can continue to operate in a restricted fashion.
                  These problems will be addressed in a reasonable time after
                  any Level 1 Error has been resolved.

                  Level "3" Errors. These are problems with the Multihost
                  Software for which Sabre has provided an acceptable work
                  around solution and do not have a material impact on TAM's
                  productivity and customer service.

                  (E) TAM'S ERROR REPORTING OBLIGATIONS. TAM shall have
                  following obligations with regard to the reporting and
                  resolution of Errors and problems:

                   (i)  During normal business hours provide an on-site TAM
                        Technical Coordinator;

                   (ii) Log each incident of a problem or Error, completely
                        describing the specific event and documenting all
                        aspects of the incident (users involved, data inputs,
                        completed description of the incident, etc.);

                  (iii) The Technical Coordinator will coordinate with the
                        software user, hardware/operating system vendors, and
                        the qualified LAN administrator to confirm problems
                        originating in the software;

                  (iv)  Promptly communicate to Sabre all problem reports;

                  (v)   Notify Sabre in writing of any modifications made by TAM
                        to hardware or operating software configuration which
                        may impact the operation of the Multihost Software;

                  (vi)  Promptly install, or assist in installing, solutions
                        sent by Sabre to remedy malfunctions;

                  (vii) Be responsible for maintaining a procedure for
                        reconstruction of lost or altered files, data, or
                        programs, and for actually reconstructing any lost or
                        altered files, data or programs;

                  (viii) Reasonably cooperate with Sabre in the resolution of
                        any problem or Error with the Multihost Software.

            3.5   MULTIHOST ACCESS AND USE RIGHTS. Following Acceptance and for
                  so long as TAM is in compliance with all of its obligations
                  herein, Sabre grants to TAM and TAM accepts from Sabre, for
                  the Term, a limited, non-exclusive and non-transferable
                  (except as provided herein) right for TAM and its employees to
                  access the Multihost Software and use the executable code of
                  the Licensed Software and accompanying documentation solely
                  for TAM's internal airline operations. The documentation may
                  be provided in paper, computer disk, over the web or via
                  online help in the Multihost Software or Licensed Software, as
                  applicable.

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            3.6   CODE SHARING ARRANGEMENTS. If authorized by an applicable Work
                  Order, TAM's internal airline operations shall include use of
                  the Licensed Software or the Multihost Software by TAM in
                  connection with TAM's code sharing arrangements with other air
                  carriers, so long as all of the following conditions are met:

                  (a) Any code sharing arrangements are disclosed in writing to
                  Sabre as and when they are entered into by TAM;

                  (b) TAM pays Sabre fees for all code share flights and
                  otherwise as set forth and described in Section 9.9(a) of this
                  WO1;

                  (c) TAM shall restrict access to the Licensed Software or
                  Multihost Software to its employees using the Licensed
                  Software or Multihost Software in connection with the code
                  sharing arrangement with TAM;

                  (d) TAM's use of the Licensed Software or Multihost Software
                  in connection with TAM's code sharing arrangement with other
                  carriers shall be limited solely to processing data in respect
                  of TAM's inventory of flights operated by such code sharing
                  carriers; and

                  (e) TAM shall remain responsible for all payments to Sabre
                  under this Agreement arising out of use of the Licensed
                  Software or the Multihost Software with TAM's carrier code in
                  connection with any code-sharing carriers.

            3.7   COPIES. Any Multihost Software shall be resident on equipment
                  operated by Sabre at the Data Center, and TAM will not receive
                  a copy thereof (TAM's rights being limited to the access and
                  use of the Multihost Software resident at the Data Center).
                  Unless otherwise provided in another Work Order or the
                  Agreement, TAM shall receive only one copy of any Licensed
                  Software, and one copy of the accompanying documentation
                  therefore. TAM may make three (3) copies of each Licensed
                  Software system and unlimited copies of the TAM Data, as well
                  as accompanying documentation solely for the permitted use
                  identified herein and for back-up purposes. TAM shall
                  reproduce and include on each copy and on each partial copy
                  any copyright notice and proprietary rights legend contained
                  in the Licensed Software system and accompanying
                  documentation, as such notice and legend appear in or on the
                  original.

            3.8   EXPRESS RESTRICTIONS ON SOFTWARE USE. The Multihost Software
                  and the Licensed Software and their structure, organization
                  and source code constitute valuable trade secrets of Sabre.
                  Accordingly, TAM agrees it will not (a) modify, adapt, alter,
                  translate, or create derivative works from any Multihost
                  Software or Licensed Software system; (b) merge any Multihost
                  Software or Licensed Software with any other software unless
                  agreed in advance with Sabre; (c) sublicense, lease, rent or
                  loan the Multihost Software or Licensed Software to any third
                  party, (d) reverse engineer, disassemble, compile, reverse
                  compile, or decompile the Multihost Software or Licensed
                  Software; or (e) otherwise use or copy the Multihost Software
                  or Licensed Software except as expressly allowed in this
                  Agreement. TAM will also restrict access to and use of the
                  Licensed Software, Multihost Software and other components of
                  IT systems operated by Sabre to perform the Services to its
                  own employees who require access and use in performing their
                  duties.

      4. THE PORTAL SOLUTION. Throughout the Term of this WO1, Sabre will
      provide TAM with certain Portal Services including but not limited to
      hosted internet integration services through the Sabre Multihost
      environment ("Portal Services"), maintenance of portal software ("Portal
      Maintenance Services"), and portal telecommunication services ("Portal
      Telecommunication Services") as described more thoroughly below
      (collectively the "Portal Solution"). In connection with the Portal
      Services, TAM will have the TAM Solution Obligations described in
      Section 5 of this WO1.

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      4.1 DESCRIPTION OF PORTAL SOFTWARE. Sabre shall provide or cause to be
      provided to TAM access to certain Portal Software, a description of which
      is contained in Attachment 1 to this WO1 under the Section 3.1,
      "Description of Portal Software". From the Effective Date until * TAM may
      request and Sabre will provide at Sabre's sole cost * hours of Portal
      Software development, for the purpose of developing additional
      functionality, which hours must be utilized by * . Any unused hours
      remaining  after * will be lost and Sabre will have no further
      obligation to TAM under this Section 4.1. Any additional functionality
      that results from Sabre Portal Software development using these * hours
      will be deemed to be included in the definition of Portal Software. These
      software development hours are not included within the hours specified in
      Section 11.4 hereof.

      4.2 DESCRIPTION OF PORTAL MAINTENANCE SERVICES. Sabre shall provide or
      cause to be provided to TAM certain Portal Maintenance Services, as
      described in Sections 4.4(a) (vii), 4.4(c), 4.4(d) of this WO1.

      4.3 DESCRIPTION OF PORTAL TELECOMMUNICATIONS SERVICES. Sabre shall provide
      or cause to be provided to TAM connectivity consisting of two circuits
      from Sao Paulo to the Data Center. These circuits will be utilized by TAM
      for this project exclusively.

      4.4 PORTAL SOFTWARE SUPPORT.

      (a)   PORTAL SOFTWARE PERFORMANCE.

            i)    PERFORMANCE STANDARDS. Subject to the provisions of Section
                  4.4(a)(ii) and (iii), Sabre shall maintain, or to cause to be
                  maintained, the Portal Software's availability twenty-four
                  hours per day, seven days per week, subject to Portal Software
                  Downtime. As used herein, "Portal Software Downtime" means the
                  time when the Portal Software is not available for productive
                  use at the Data Center.

            ii)   AVAILABILITY. Except as may be otherwise provided in an
                  applicable Work Order, Sabre will provide Portal Software
                  Uptime for the Portal Software at least * % commencing on the
                  Implementation Date and * % commencing * days after the
                  Suspension Date. As used herein "Portal Software Uptime" means
                  the time when the Portal Software is available for productive
                  use at the Data Center (excluding Portal Software Downtime),
                  measured during a calendar month, and calculated as (i) the
                  number of minutes of availability during such measurement
                  period, divided by (ii) the total minutes during such
                  measurement period minus the Portal Software Downtime minutes
                  referred to in Sections 4.4(a)(v) and (vi). If, * days after
                  the Suspension Date, Sabre fails to provide Uptime for the
                  Portal Software for at least * % of the time as specified
                  above during any calendar month, Sabre will issue TAM a credit
                  on its next invoice in an amount equal to * % of the previous
                  month's invoice. Any incident pursuant to this Section
                  4.4(a)(ii) for which a credit is issued (the "first incident")
                  will be eligible for an additional credit under this WO1, if,
                  but only if, the cause of such other incident is not directly
                  related to the cause of the first incident.

            iii)  LIMITATIONS ON SECTIONS 4.4 (a) (i) AND (ii). Sabre shall not
                  be in default of the service levels or service level goals
                  under this Agreement to the extent such failure is wholly or
                  partly due to any one of the following reasons: (i) TAM's
                  failure to perform its obligations under the Agreement and
                  this WO1 that affects the performance of the Portal Software
                  system; (ii) Force Majeure events; (iii) the performance of a
                  third party (including but not limited to Telecommunications
                  provider(s)) unless selected by Sabre; (iv) unforeseen
                  capacity increases based on changes in TAM's business
                  processes or methodology; (v) TAM's internal software other
                  than the Licensed Software and the Portal Software; and (vi)
                  performance of third party software or hardware. As
                  performance of the Portal Software is dependent on performance
                  of local area and wide area networks, and software and
                  hardware of third parties and TAM, Sabre shall not be
                  responsible for problems or delays due to technical matters
                  beyond its control.

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            iv)   SOLE AND EXCLUSIVE REMEDY FOR OUTAGE. In the event of an
                  outage, Sabre shall restore the Portal Software as soon as
                  reasonably practicable using the same degree of effort
                  accorded a similar problem for Other Customers. Commencing *
                  days after the Suspension Date, if the Portal Software Uptime
                  is not at least * %) for any * consecutive day period during
                  the Term of this WO1, Sabre's sole liability and TAM's sole
                  and exclusive remedy shall be for TAM to terminate this WO1
                  and the Agreement.

            v)    ROUTINE PORTAL SOFTWARE DOWNTIME. Sabre may from time to time
                  perform routine Portal Software Downtime for system
                  maintenance of and software modifications to the Portal
                  Software. Except for operational necessity, routine Portal
                  Software Downtime shall occur between 2100 and 0400 Brasilia
                  Time. Sabre will endeavor to give TAM at least hour advance
                  notice of Routine Portal Software Downtime and its anticipated
                  duration.

            vi)   EXTENDED PORTAL SOFTWARE DOWNTIME. The Portal Software may
                  also be unavailable for longer periods for hardware upgrades,
                  facility modification, TAM requested alterations to the Portal
                  Software, and similar reasons. Sabre will use reasonable
                  efforts to limit such Portal Software Downtime to no more than
                  * hours, occurring between the hours of 2100 and 0500 Brasilia
                  Time. To the extent practicable, Sabre shall consult with TAM
                  in scheduling such Portal Software Downtime and shall endeavor
                  to accommodate TAM with respect to scheduling. During the
                  period of extended Portal Software Downtime, the Portal
                  Solution provided by Sabre may be unavailable.

             vii) ERRORS AND PROBLEMS. After receiving notice from TAM of any
                  material Errors or problems with the Portal Software or
                  material inconsistencies with described functionality
                  (collectively, "Error"), Sabre will commence efforts to
                  correct such Errors or problems. Sabre will accord to TAM the
                  same priority, speed of response, and degree of effort that it
                  accords or would accord to any Other Customer for a similar
                  Error or problem. In the case of a "Level 1 Error" as defined
                  in Section 4.4(c) of this WO1, Sabre will guarantee service
                  restoration within * hours for * % of cases, and (ii) in the
                  case of a "Level 2 Error" as defined in Section 4.4(c) of this
                  WO1, Sabre will guarantee service restoration within * hours
                  for * % of cases. If Sabre fails to restore service within the
                  timeframes described in (i) and (ii) above, Sabre will issue
                  TAM a credit on its next invoice in an amount equal to * % of
                  the previous month's invoice. Any incident pursuant to this
                  Section 4.4(a)(vii) for which a credit is issued (the "first
                  incident") will be eligible for an additional credit under
                  this WO1, if, but only if, the cause of such other incident is
                  not directly related to the cause of the first incident. Sabre
                  shall have no obligation to fix Errors for any version of the
                  Portal Software other than the most current version and the
                  immediately preceding version of such Portal Software. If a
                  Level 2 Error is not corrected within * days after receiving
                  written notice of such Level 2 Error, TAM's Chief Executive
                  Officer may give written notice to Sabre's Chief Executive
                  Officer that the Level 2 Error has not been corrected and if
                  such Level 2 Error has not been corrected within * days from
                  the date of such notice, TAM may terminate the Agreement and
                  this WO1, and seek damages as otherwise provided for in the
                  Agreement.

            viii) PERFORMANCE RELATED TO TELECOMMUNICATIONS AND EQUIPMENT
                  FACILITIES. If any unusual or unforeseen growth in TAM's
                  operations occurs, Sabre will consult with TAM and subject to
                  the parties mutual agreement, TAM will pay for all Equipment
                  and Telecommunications facilities and necessary interfaces and
                  related installation costs that may be required by such
                  unusual or unforeseen growth. Additional fees may also apply
                  as may be set forth below. The Parties acknowledge that the
                  incorporation of another Brazilian carrier within the scope of
                  this WO1 will not be deemed unusual or unforeseen growth with
                  respect to Equipment and Telecommunications facilities as
                  provided herein by them. Notwithstanding anything contained in
                  this Section 4.3(viii) if the number of servers required to
                  provide Sabre Services hereunder exceeds 114, the cost of
                  acquiring and bringing online any such additional servers
                  shall be the subject to the mutual agreement of the parties

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      (b)   ENHANCEMENTS, NEW FUNCTIONS AND MODIFICATIONS.

            i)    NON-TAM REQUESTED FUNCTIONALITY. From time to time, the
                  functionality of a Portal Software system may be modified by
                  Sabre creating enhancements and adding new functions that were
                  not requested by TAM. Sabre shall notify TAM of any material
                  new functions or material modifications implemented during the
                  term of this WO1. During the period that Sabre has exclusive
                  marketing rights of the TAM Products as described in Exhibit B
                  of the Agreement, Sabre shall provide TAM access to this
                  non-TAM requested functionality at no charge. During any
                  period where Sabre does not have exclusive marketing rights to
                  the TAM Products as described in Exhibit B of the Agreement,
                  such non-TAM requested functionality may be offered to TAM for
                  a charge to be solely determined by Sabre. If Sabre offers
                  these enhancements or new functions without charge to TAM then
                  TAM agrees to accept them for use with the applicable Portal
                  Software system provided TAM is not required to pay for any
                  related upgrades or later implemented related upgrades.

            ii)   TAM CHANGES REQUESTS. TAM may submit a Change Request to Sabre
                  for enhancements and new functions which are not included in
                  Attachment 1 of WO1 under Section 3.1. provided that the cost
                  of developing such enhancements or new functions may, at
                  Sabre's discretion, be charged to TAM for such development
                  cost at a rate of USD$ * per hour during the first * months
                  after the Implementation Date. Subsequently TAM shall pay
                  Sabre for such services at Sabre's then prevailing labor rates
                  per hour or another rate mutually agreed by the Parties. Any
                  such change shall be subject to the Change Request procedure
                  referred to in Section 2(e) of the Agreement, and will include
                  consideration of its impact on Sabre service level
                  commitments. Should Sabre exercise its discretion to charge
                  TAM for the requested change, Sabre will retain full rights to
                  the change but will not offer this functionality to any third
                  party if TAM has requested the product be exclusively TAM's
                  for a maximum period of * months after such change is in
                  production. If the product is made available to any third
                  parties, with TAM's consent, Sabre will pay TAM a prorated
                  amount for the remaining exclusivity period, but not exceeding
                  the amount charged by Sabre to TAM for the change.

            iii)  ENHANCEMENT AND NEW FUNCTION IMPLEMENTATION. Sabre will
                  provide TAM with prior notice of the scheduled implementation
                  of enhancements and new functions. Such notice shall be
                  provided to TAM in the same manner and at the same time as
                  such notice is provided to Other Customers. Sabre shall
                  provide training materials to TAM with respect to such
                  enhancements and new functions. The training materials shall
                  be substantially similar to those that Sabre provides to Other
                  Customers.

            iv)   SABRE TEST OF ENHANCEMENTS AND NEW FUNCTIONS. Except when
                  precluded by operational emergencies, Sabre shall test all
                  Portal Software capabilities, including without limitation,
                  enhancements and new functions, under an internal test
                  environment. TAM acknowledges that despite such internal
                  testing, conditions may develop that lead to error conditions,
                  malfunctions, or a breakdown in the operation of a Portal
                  Software system. Should any of the foregoing occur, Sabre
                  shall use reasonable efforts to correct any such condition
                  with the same degree of effort afforded a similar problem
                  affecting any Other Customers.

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      (c)   SABRE HELP DESK SUPPORT. TAM will have access to a Sabre help desk
            twenty-four (24) hours a day, seven (7) days a week for the Portal
            Software. All calls to the Sabre help desk will be coordinated
            through a central processing group at TAM, which group will be
            responsible for the initial line of support for the Portal Software
            (the "TAM Processing Group"). If TAM's Processing Group is unable to
            answer the question or resolve an issue with the Portal Software, it
            will then contact the Sabre help desk. The Sabre help desk will be
            responsible for facilitating resolution of the question or issue. A
            Sabre help desk coordinator will be responsible for logging and
            tracking Errors after they have been reported by TAM through a
            problem report, contacting the TAM Technical Coordinator to confirm
            receipt of a problem report and jointly determining the priority
            level of the Error. Priority levels will be determined as follows:

            Level "1" Errors. These are problems with the Portal Software's
            functionality that renders it inoperable. TAM will be advised at
            least every twenty-four (24) hours by the help dusk as to the status
            of efforts to resolve the Level 1 Error. One or more members of
            Sabre senior management will be informed on a daily basis of all
            Level 1 Errors.

            Level "2" Errors. These are problems with the Portal Software's
            functionality that are significant to the productive use of the
            Portal Software but the Portal Software can continue to operate in a
            restricted fashion. These problems will be addressed in a reasonable
            time after any Level 1 Error has been resolved.

            Level "3" Errors. These are problems with the Portal Software for
            which Sabre has provided an acceptable work around solution and do
            not have a material impact on TAM's productivity and customer
            service.

      (d)   TAM'S ERROR REPORTING OBLIGATIONS. TAM shall have following
            obligations with regard to the reporting and resolution of Errors
            and problems:

            (i)   During normal business hours provide an on-site TAM Technical
                  Coordinator;

            (ii)  Log each incident of a problem or Error, completely describing
                  the specific event and documenting all aspects of the incident
                  (users involved, data inputs, completed description of the
                  incident, etc.);

            (iii) The Technical Coordinator will coordinate with the software
                  user, hardware/operating system vendors, and the qualified LAN
                  administrator to confirm problems originating in the software;

            (iv)  Promptly communicate to Sabre all problem reports;

            (v)   Notify Sabre in writing of any modifications made by TAM to
                  hardware or operating software configuration which may impact
                  the operation of the Multihost Software;

            (vi)  Promptly install, or assist in installing, solutions sent by
                  Sabre to remedy malfunctions;

            (vii) Be responsible for maintaining a procedure for reconstruction
                  of lost or altered files, data, or programs, and for actually
                  reconstructing any lost or altered files, data or programs;

            (viii) Reasonably cooperate with Sabre in the resolution of any
                  problem or Error with the Multihost Software.

      4.5 PORTAL ACCESS AND USE RIGHTS. Following Acceptance and for so long as
      TAM is in compliance with all of its obligations herein, Sabre grants to
      TAM and TAM accepts from Sabre, for the Term of this WO1, a limited,
      non-exclusive and non-transferable (except as provided herein) right for
      TAM and its employees, and agreed third-parties to access the Portal
      Software to support TAM's airline operations. The documentation may be
      provided in paper, computer disk, over the web or via online help in the
      Portal Software or Licensed Software, as applicable.

      4.6 COPIES. Any Portal Software shall be resident on equipment operated by
      Sabre at the Data Center, and TAM will not receive a copy thereof. TAM's
      rights will be limited to the access and use of the Portal Software
      resident at the Data Center). Sabre shall escrow the source code for the
      Portal Software, including all future maintenance releases as they become
      commercially available, together with the related documentation and any
      tools or data required to assemble and compile the source code, pursuant
      to mutually agreed conditions. In the event of (i) a breach by Sabre of
      the Agreement or this WO1 that frustrates Sabre's ability to provide the
      Technology Solution (ii) an event of Force Majeure that frustrates Sabre's
      ability to provide the Technology Solution, or (iii) the Termination of
      the Agreement, or this WO1

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      other than for a breach by TAM, TAM shall have the right to access and
      modify the source code and use the Portal Software to meet its needs. In
      any event, TAM shall ensure that such parties modifying the Portal
      Software are under a nondisclosure agreement with TAM. Sabre shall own any
      such modifications that do not include any TAM owned technology or any
      technology provided by TAM from a third party. TAM will have a license to
      use the modifications, exclusively for the earlier of (i) such period as
      TAM has not obtained a substitute provider of technology similar to the
      Portal Software or (ii) thirty six (36) months from the time access is
      first granted to the source code as provided for herein. Nothing herein
      shall be construed to permit TAM to provide access to the source code to
      the Portal Software to any third party.

      4.7 EXPRESS RESTRICTIONS ON PORTAL SOFTWARE USE. The Portal Software and
      its structure, organization and source code constitute valuable trade
      secrets of Sabre. Subject to the provisions Section 4.6, TAM agrees it
      will not (a) modify, adapt, alter, translate, or create derivative works
      from the Sabre Portal Software without the express written consent of
      Sabre; (b) merge the Portal Software with any other software without the
      express written permission of Sabre; (c) sublicense, lease, rent or loan
      the Portal Software to any third party, (d) reverse engineer, disassemble,
      compile, reverse compile, or decompile the Portal Software; or (e)
      otherwise use or copy the Portal Software except as expressly allowed in
      this Agreement.

      4.8 PORTAL SOFTWARE USE BY NON-BRAZILIAN TRAVEL AGENCIES. The Parties
      shall use commercially reasonable efforts to implement the Technology
      Solution at non-Sabre travel agencies outside Brazil, on a case-by-case
      basis, when both TAM and Sabre agree that such implementation would be
      mutually beneficial Sabre shall be excused from its obligations under this
      WO1 for providing training and Infrastructure preparation to any such
      travel agency. Sabre Services, including modifications or enhancements
      that are required for software associated with the Portal Solution to
      adequately function outside Brazil are outside of the scope of this WO1.

      4.9 COMPATIBILITY. Sabre will not alter or modify the Portal Solution
      product interfaces in any way as part of a release or upgrade which
      knowingly affects its compatibility with TAM software without advance
      notice to TAM.

5. THE TAM SOLUTION OBLIGATIONS. Throughout the Term of this WO1, TAM will have
certain obligations with regard to the Portal Services of the Sabre Services
including but not limited to permitting Sabre access to certain of TAM's
proprietary software ("TAM Software"), maintenance of TAM's software ("TAM
Software Maintenance"), and maintenance and access to TAM's internal databases
("TAM Database Services") as described more thoroughly below.

      5.1   DESCRIPTION OF TAM SOFTWARE. TAM shall provide or cause to be
            provided to Sabre access to certain TAM Software, a description of
            which is contained in Attachment 1 to this WO1 under Section 1.

      5.2   DESCRIPTION OF TAM SOFTWARE MAINTENANCE. TAM shall provide or cause
            to be provided to Sabre certain TAM Software Maintenance Services,
            as described in Sections 5.4(b) (vii) of this WO1.

      5.3   DESCRIPTION OF TAM DATABASE OBLIGATIONS. The description of the TAM
            Database Obligations is described in Section 5.4 below.

      5.4   TAM SOFTWARE AND DATABASE SUPPORT.

            (a)   TAM DATABASE OBLIGATIONS

                  i)    TAM TO MAINTAIN TAM INTERNAL DATABASE. TAM shall
                        maintain, or cause to be maintained, the TAM Internal
                        Database, and shall make backup archival copies of the
                        TAM Internal Database at least once in each twenty-four
                        hours so that if the TAM Internal Database is for any
                        reason erased or destroyed, TAM shall, at its own
                        expense, promptly restore the archival copy. Sabre shall
                        be under no liability in the event that the TAM

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                        internal database is erased or destroyed, unless through
                        Sabre's negligence or willful misconduct.

                  ii)   ACCESS TO THE TAM SOLUTION SOFTWARE RESTRICTED. TAM will
                        restrict access to data contained within the TAM
                        Solution by functional identification ("Duty Codes") to
                        facilitate data security. TAM will provide its own
                        security to the TAM Solution and shall allow Sabre
                        access through this system in accordance with the terms
                        of this Agreement and any applicable confidentiality
                        agreement. TAM reserves the right to modify its
                        regulations and procedures from time to time to improve
                        such protection.

            (b)   TAM SOFTWARE PERFORMANCE.

                  i)    PERFORMANCE STANDARDS. TAM will maintain, or to cause to
                        be maintained, the TAM Software's availability * hours
                        per day, * days per week, subject to TAM Software
                        Downtime. As used herein, "TAM Software Downtime" means
                        the time when the TAM Software is not available for
                        productive use at the Customer data processing facility
                        currently located in Sao Paulo, SP, Brazil, herein
                        referred to as the "TAM Data Center" or at such other
                        location Customer may designate.

                  ii)   AVAILABILITY. Except as may be otherwise provided in an
                        applicable Work Order, TAM will provide TAM Software
                        Uptime for the TAM Software at least * % of the time
                        beginning * days after the Suspension Date. As used
                        herein "TAM Software Uptime" means the time when the TAM
                        Software is available for productive use at the TAM Data
                        Center (excluding TAM Software Downtime), measured
                        during a calendar month, and calculated as (i) the
                        number of minutes of availability during such
                        measurement period, divided by (ii) the total minutes
                        during such measurement period minus the TAM Software
                        Downtime minutes referred to in Sections 5.4(b)(v) and
                        (vi).

                  iii)  LIMITATIONS ON SECTIONS 5.4(b) (i) AND (ii). TAM shall
                        not be in default of the service levels or service level
                        goals under this Agreement to the extent such failure is
                        wholly or partly due to any one of the following
                        reasons: (i) Sabre's failure to perform its obligations
                        under the Agreement that affects the performance of the
                        TAM Solution; (ii) Force Majeure Events; (iii) the
                        performance of a third party (including but not limited
                        to Telecommunications provider(s); (iv) unforeseen
                        capacity increases based on changes in Sabre's business
                        processes or methodology for generating Messages; (v)
                        Sabre's internal software; and (vi) performance of third
                        party software or hardware. As performance of the TAM
                        Software is dependent on performance of local area and
                        wide area networks, and software and hardware of third
                        parties and Sabre, TAM shall not be responsible for
                        problems or delays due to technical matters beyond its
                        control.

                  iv)   SOLE AND EXCLUSIVE REMEDY. In the event of an outage,
                        TAM will use commercially reasonable efforts to restore
                        the TAM Software as soon as reasonably practicable.
                        Except as may be provided in an applicable Work Order or
                        the Sublicense Agreement, commencing * days after the
                        Suspension Date, if TAM Software Uptime is not at least
                        * percent ( * %) for any * consecutive day period during
                        the Term of this WO1, TAM's sole liability and Sabre's
                        sole and exclusive remedy shall be for Sabre to
                        terminate this WO1 or the Agreement.

                  v)    ROUTINE TAM SOFTWARE DOWNTIME. TAM may from time to time
                        perform routine TAM Software Downtime for system
                        maintenance of and software modifications to the TAM
                        Software. Except for operational necessity, routine TAM
                        Software Downtime shall occur between 2100 and 0700
                        Brasilia Time. TAM will endeavor to give Sabre at least
                        twenty-four (24) hour advance notice of Routine TAM
                        Software Downtime and its anticipated duration. During
                        the period of Routine TAM Software Downtime, the Portal
                        Solution provided by Sabre may be unavailable.

                  vi)   EXTENDED DOWNTIME. The TAM Software may also be
                        unavailable for longer periods for


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                        hardware upgrades, facility modification, TAM required
                        reorganization of the TAM Internal Database, and similar
                        reasons. TAM will use reasonable efforts to limit such
                        TAM Software Downtime to no more than * hours, occurring
                        between the hours of 2100 and 0700 Brasilia Time, if on
                        weekdays, and 1900 and 0700 Brasilia time, if on
                        weekends or on a Brazilian holiday. To the extent
                        practicable, TAM shall consult with Sabre in scheduling
                        such TAM Software Downtime and shall endeavor to
                        accommodate Sabre with respect to scheduling. During the
                        period of Extended TAM Software Downtime, the Portal
                        Solution provided by Sabre may be unavailable.

                  VII)  ERRORS AND PROBLEMS. After receiving notice from Sabre
                        of any problems with the TAM Software, TAM will commence
                        efforts to correct the problem as soon as reasonably
                        possible.

            (C)   ENHANCEMENTS, NEW FUNCTIONS AND MODIFICATIONS.

                  i)    TAM CHANGES TO TAM SOFTWARE. From time to time, the
                        Functionality of a TAM Software system may be modified
                        by TAM creating Enhancements and adding New Functions.
                        If TAM offers these enhancement or new functions without
                        charge to Sabre, then Sabre agrees to accept them for
                        use with the applicable TAM Software system. TAM will
                        provide these Enhancements or New Functions without
                        charge to Sabre.

                  ii)   ENHANCEMENT AND NEW FUNCTION IMPLEMENTATION. TAM will
                        provide Sabre with prior notice of the scheduled
                        implementation of Enhancements and New Functions. TAM
                        shall provide training and technical materials to Sabre
                        with respect to such Enhancements and New Functions. The
                        training and technical materials shall be substantially
                        similar to those which Sabre provides to TAM.

                  iii)  TAM TEST OF ENHANCEMENTS AND NEW FUNCTIONS. Except when
                        precluded by operational emergencies, TAM shall test all
                        TAM Software capabilities, including without limitation,
                        Enhancements and New Functions, under an internal test
                        environment. Sabre acknowledges that despite such
                        internal testing, conditions may develop that lead to
                        error conditions, malfunctions, or a breakdown in the
                        operation of a TAM Software system. Should any of the
                        foregoing occur, TAM shall use reasonable efforts to
                        correct any such condition.

      5.5   COMPATIBILITY. TAM will not alter or modify the TAM Solution product
            interfaces in any way as part of a release or upgrade which
            knowingly affects its compatibility with Sabre software without
            advance notice to Sabre.

6. THE AGENCY SOLUTION. Throughout the Term of this WO1, TAM acknowledges that
Sabre will provide, at Sabre's discretion, Sabre Subscribers in Brazil with
integration of the Portal Solution with the Sabre Subscriber's existing desktop
GDS functionality (known as Turbo Sabre)(hereinafter the "Agency Solution"). To
the extent Sabre provides the Agency Solution, it will do so in a manner that
will not interfere with or impair the Sabre Subscriber's productive use of
Portal Solution. Sabre will use reasonable efforts to provide TAM with prior
notice of the scheduled implementation of enhancements and new functions of the
Agency Solution. The use of the Agency Solution shall not impose any costs on
TAM that are not otherwise contemplated by this WO1, unless such use is
requested by TAM.

      6.1   DESCRIPTION OF AGENCY SOFTWARE. Sabre shall provide or cause to be
            provided to TAM and Sabre Subscribers in Brazil access to certain
            Agency Software, a description of which is contained in Attachment 1
            to this WO1 under the Section 4 "Description of Agency Software".


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6.2   DESCRIPTION OF AGENCY SOLUTION SUPPORT

(a) SABRE HELP DESK SUPPORT. Upon the introduction of the Agency Solution, TAM
will have access to a Sabre Help Desk twenty-four (24) hours a day, seven (7)
days a week for the Agency Solution for problems related to the integrated
functionalities of the Agency Solution with the Portal Solution. Sabre Help Desk
will be responsible for facilitating resolution of any questions or issues. A
Sabre Help Desk coordinator will be responsible for logging and tracking Errors
after they have been reported by TAM through a problem report, contacting the
TAM Technical Coordinator to confirm receipt of a problem report and jointly
determining the priority level of the Error. Priority levels will be determined
as follows:

Level "1" Errors. These are problems with the Agency Solution functionality that
renders the Portal Solution inoperable at Sabre Subscribers collectively or
individually that represent more than * % of the TAM's revenue. TAM will be
advised at least every twenty-four (24) hours by the Help Desk as to the status
of efforts to resolve the Level 1 Error. One or more members of Sabre's senior
management will be informed on a daily basis of all Level 1 Errors.

Level "2" Errors. These are problems with the Agency Solution functionality that
concurrently affect Sabre Subscribers that collectively or individually
represent more than * % of TAM's revenue and are significant to the productive
use of the Agency Solution but the Agency Solution can continue to operate in a
restricted fashion. These problems will be addressed in a reasonable time after
any Level 1 Error has been resolved.

Level "3" Errors. These are problems with the Agency Solution functionality for
which Sabre has provided an acceptable work around solution and do not have a
material impact on TAM's productivity and customer service.

(b) ERRORS AND PROBLEMS. Upon the implementation of the Agency Solution at a
Sabre Subscriber in Brazil, after receiving notice from TAM of any Errors or
problems with the Agency Solution, Sabre will commence efforts to correct such
Errors or problems. Sabre will accord to TAM the same priority, speed of
response, and degree of effort that it accords or would accord to itself for a
similar Error or problem. In the case of a "Level 1 Error" as defined in Section
6.2(a) of this WO1, Sabre will guarantee to rectify the Error or problem within
* hours for * % of cases, and (ii) in the case of a "Level 2 Error" as defined
in Section 6.2(a) of this WO1, Sabre will guarantee rectify the Error or problem
within * hours for * % of cases. If Sabre fails to restore service within the
timeframes described in (i) and (ii) above, Sabre will issue TAM a credit on its
next invoice in an amount equal to * % of the previous month's invoice. Any
incident pursuant to this Section 6.2(b) for which a credit is issued (the
"first incident") will be eligible for an additional credit under this WO1, if,
but only if, the cause of such other incident is not directly related to the
cause of the first incident. Sabre shall have no obligation to fix Errors for
any version of the Agency Solution other than the most current version and the
immediately preceding version of such Agency Solution. If a Level 1 Error is not
corrected within * hours after receiving written notice of such Level l Error,
TAM's Chief Executive Officer may give written notice to Sabre's Chief Executive
Officer that the Level 1 Error has not been corrected and if such Level 1 Error
has not been corrected within * hours from the date of such notice, TAM may
terminate the Agreement and this WO1, and seek damages as otherwise provided for
in the Agreement. If this remedy has not previously been exercised by TAM, its
right to terminate the Agreement under these conditions shall expire 30 days
following the correction of the Level 1 Error as described herein.

6.3 COMPATIBILITY. Sabre will not alter or modify the Agency Solution in any way
as part of a release or upgrade which knowingly affects its compatibility with
Portal Software.


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7.    AGENCY INFRASTRUCTURE COST SHARING.

      (a)   Beginning with the Implementation Date and for the Term of this WO1,
            TAM will pay to Sabre the cost of travel agency infrastructure
            (hardware and communications) for Sabre Subscribers using
            infrastructure provided and paid for by Sabre within Brazil based on
            TAM's Passenger Share (as defined in Section 7.2. below) within
            Brazil. As used herein, "Sabre Subscriber" means any entity
            operating in Brazil which has executed a Sabre Subscriber Agreement.
            Sabre will invoice TAM and TAM will pay Sabre for charges described
            under this Section 7 in accordance with Section 5 of the Agreement.

      (b)   During the shorter of (i) the time period between the Implementation
            Date and the Suspension Date, or (ii) the six month period following
            the Implementation Date, rather than billing TAM the full amount of
            infrastructure cost based upon the procedure described in Section
            7.2 of this WO1 , Sabre will bill TAM for such Infrastructure
            Preparation costs by the amount determined by multiplying the amount
            otherwise due Sabre times the percentage of the bookings processed
            through the Portal Solution by Sabre Subscribers in Brazil, and all
            Sabre GDS and Portal Solution bookings by Sabre Subscribers in
            Brazil, and TAM will pay such amount. The six month period described
            in (ii) above will be extended until Sabre has completed all
            Infrastructure Preparation as defined in Section 7.4 below to the
            level described in Section 2.1.3(ii)(a).

      7.1. COST OF INFRASTRUCTURE.

      (a)   The cost of agency infrastructure shall be paid to Sabre by TAM and
            based on vendor invoices. The data within such vendor invoices (e.g.
            volumes, pricing, etc.) will be considered Confidential Information,
            and TAM will not disclose it to third parties. Sabre shall bill TAM
            only for those charges which relate to Sabre Subscriber hardware and
            communications. Sabre Subscriber hardware charges ("Hardware
            Charges") include: (1) hardware and peripheral lease and purchase,
            (2) hardware maintenance, (3) hardware refurbishment, and (4)
            related activity and event fees including; (i) device installation
            and swap, (ii) site surveys, (iii) trip fees, (iv) software loads,
            and (vi) warehouse lease. Sabre Subscriber telecommunication charges
            ("Telecom Charges") include: (1) communication lease and access
            charges, and (2) communication line installation and initiation
            fees. Hardware Charges and Telecom Charges shall be collectively
            termed "Infrastructure Charges". Such billing shall begin for
            Infrastructure Charges invoiced to Sabre by its third party vendors
            on or after the Implementation Date, subject to Section 7.4.
            "Infrastructure Preparation" below. Any vendor fee directly related
            to Sabre employees and/or Sabre internal offices shall be Sabre's
            responsibility and will not be charged to TAM. TAM shall have the
            right to review and audit vendor invoices which support Sabre's
            charges to TAM in accordance with this Section 7.1 and to audit such
            charges in accordance with Section 8 of the Agreement.

      (b)   If the Implementation Date does not occur on the 1st day of a month,
            Infrastructure Charges billable to TAM related to the calendar month
            of the Implementation Date shall be prorated based on the number of
            days remaining in the month after the Implementation Date according
            to the provisions of Section 7.

      (c)   TAM will not be responsible for any costs related to Section 7.1 (a)
            that result from misuse of the item either by a Sabre Subscriber or
            Sabre.

      7.2 CALCULATION OF PASSENGER SHARE. Every quarter after the Effective
      Date, Sabre will calculate TAM's passenger share during the preceding
      twelve-month period (or the most recent available twelve-month period),
      and TAM will pay to Sabre that percentage of the Infrastructure Charges
      during the subsequent quarter on a monthly basis and in accordance with
      Section 7.5 Cost Reductions below. TAM's passenger share ("Passenger
      Share") will be computed using data from the Comando da Aeronautica
      Departamento de Aviacao Civil ("DAC"), for revenue passengers boarded in
      Brazil. In the event TAM merges with another airline and once the bookings
      from the other airline merged with TAM begin to be processed in the

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      Multihost Software and Portal Solution, the Passenger Share will be
      immediately recalculated to include the passenger volumes of both carriers
      for the preceding twelve months.

      7.3 SABRE SUBSCRIBER LINES OF CREDIT. In the event that both parties agree
      in writing that it would be more desirable for Sabre to pay a line of
      credit to a Sabre Subscriber as reimbursement for charges relating to
      Infrastructure, rather than having such Infrastructure provided by Sabre
      or its vendors, then TAM shall pay to Sabre a percentage of such line of
      credit based upon Passenger Share. These instances will be addressed on a
      case-by-case basis and decisions on Sabre Subscriber lines of credit will
      not be unreasonably withheld by either Party.

      7.4 INFRASTRUCTURE PREPARATION. In preparation for the implementation of
      the Technology Solution, the Parties acknowledge that Infrastructure
      upgrade activities may occur prior to the Implementation Date. Prior to
      commencing the Infrastructure preparation, the Parties will agree on the
      specific requirements and conditions under which to conduct the
      Infrastructure preparation. The parties further agree that upgrading
      agencies to the minimum Infrastructure will require the outlay of
      expenditures. TAM will be responsible for paying its Passenger Share of
      the cost of such agreed upon Infrastructure upgrade. In the event this
      Agreement is terminated as result of TAM's breach or TAM decides not to
      implement the Technology Solution TAM shall remain responsible to Sabre
      for paying its Passenger Share of the Infrastructure upgrade costs and * %
      of the third party software costs and hardware costs to launch the Portal
      incurred by Sabre as previously agreed. Should TAM pay the costs as
      described in the sentence above, then Sabre shall deliver or cause to
      deliver to TAM one-half of the related software and hardware provided TAM
      shall pay for the shipping of any such hardware or reimbursing Sabre for
      such shipping costs.

      7.5 COST REDUCTION EFFORTS. Sabre shall reduce Hardware Costs by * % per
      year starting with the first anniversary following the Suspension Date or
      six months after the Implementation Date, whichever comes first,
      ("Hardware Date") in the following manner: (1) On or about the Hardware
      Date Sabre shall provide to TAM all Hardware Charges and associated vendor
      invoices in order to support these Hardware Charges, (2) The amount of
      these Hardware Charges shall be mutually agreed and entered into an
      Exhibit of the Agreement and shall be signed by both Parties ("Full
      Hardware Charges"), (3) on the first anniversary of the Hardware Date
      Sabre shall lower the Hardware Charges to a maximum of * % of the Full
      Hardware Charges, (4) on the second anniversary of the Hardware Date Sabre
      shall lower the Hardware Charges to a maximum of * % of the Full Hardware
      Charges, (5) on the third anniversary of the Hardware Date Sabre shall
      lower the Hardware Charges to a maximum of * % of the Full Hardware
      Charges, (6) on the fourth anniversary of the Hardware Date Sabre shall
      lower the Hardware Charges to a maximum of * % of the Full Hardware
      Charges, (7) beginning on the * anniversary of the Hardware Date and
      throughout the term of the Agreement, Sabre shall not charge TAM any
      Hardware Charges unless mutually agreed by the Parties. Sabre will work
      with TAM's support to implement a mutually agreed plan to reduce Telecom
      Charges in Brazil. The Parties shall agree upon this cost reduction plan
      no later than the Hardware Date. Among the strategies of the cost
      reduction plan, are the following: (1) Sabre and TAM will attempt to
      reduce applicable unit costs from Sabre Infrastructure vendor contracts as
      they expire, (2) Sabre and TAM will create value-added commercial
      packages, including, but not limited to special pricing and alternative
      compensation packages, to offer to Sabre Subscribers to encourage Sabre
      Subscribers to provide their own telecommunication lines, (3) approval for
      reasonable cost reductions shall not be unreasonably withheld by either
      party, (4) if an approval for a reasonable cost reduction is withheld for
      any reason other than a technical reason, the proposing Party's Telecom
      Charges shall be adjusted so that proposing Party shall receive the
      benefit of cost reduction as if the proposal was accepted, (5) TAM and
      Sabre shall agree on a letter to be signed by Sabre Subscribers
      authorizing Sabre to remove their communication lines due to an agreement
      between TAM and the Sabre Subscriber, and (6) if signed letters, as
      defined in item 5 above, are obtained by TAM from the Sabre Subscriber and
      copies are delivered to Sabre, and Sabre does not remove these
      communication lines within * days, the number of these letters times the
      average monthly cost per Sabre Subscriber shall be removed from the
      Telecom Charges prior to the calculation of TAM's Passenger Share of the
      Telecom Charges. TAM will be responsible for its Passenger Share portion
      of any cancellation fees that may result from the removal of communication
      lines provided, however, that the amount of these cancellation fees are
      informed in writing to TAM by Sabre prior to the disconnection of the
      communication lines. If the Infrastructure Charge cost reduction
      commitments are not met in accordance with the terms of Section 7.5,


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      TAM may terminate the Agreement and this WO1 provided such failure was not
      attributable solely to TAM.

      7.6   AUTOMATION LEVELS. During the Term of this WO1, Sabre will not
            exceed the Sabre Subscriber Infrastructure levels existing as of the
            Effective Date of the Agreement, based on GDS industry practices and
            historical Sabre Subscriber automation levels in Brazil. Sabre will
            maintain Infrastructure at such level ("Infrastructure Level"), or
            less expensive levels, for all Sabre Subscribers in Brazil in total,
            and both Parties shall deem such level of Infrastructure acceptable.
            As of the Effective Date of the Agreement, the Infrastructure Level
            is as described in Sections 7.6(a) through (d) inclusive, and will
            be measured on a quarterly basis, beginning three months after the
            Suspension Effective Date, based on a rolling twelve-month period:

            (a) RATIO OF TA'S TO SABRE PROVIDED COMPUTERS. The Infrastructure
            Level shall not exceed at least half of Sabre Subscriber Terminal
            Addresses in Brazil use agency-owned computers rather than computers
            leased from Sabre. As used herein, "Terminal Address" or "TA" means
            an assigned communication session between a Sabre Subscriber and the
            data processing facilities of the Sabre GDS currently located in
            Tulsa, Oklahoma (the "Sabre GDS System"), allowing a Sabre
            Subscriber access to the Sabre GDS System for the purpose of making
            Sabre GDS bookings.

            (b) COMPUTER PRODUCTIVITY. The Infrastructure Level shall not
            exceed, at an aggregate level, the average number of TAM travel
            agency ticketed revenue segments from Brazil agency points of sale
            per computer that Sabre leases to Brazilian subscribers is at least
            64 per month.

                (i).  If TAM's Passenger Share drops below * %, then the
                      requirement for * segments per computer shall be revised
                      downward proportionately.

                (ii). If total airline industry total revenue passengers
                      boarded in Brazil, as reported by DAC, drops below *
                      during any twelve-month period, then the requirement for *
                      segments per computer shall be revised downward
                      proportionately. As a point of reference, DAC reported the
                      aforementioned * total revenue passengers boarded in
                      Brazil during 2002.

               (iii). In the event both conditions associated with Section
                      7.6.(b)(i) and (ii) occur, the downward adjustments to the
                      requirement for * segments per computer shall be
                      cumulative.

            (c) PRINTER TO TA RATIO. The Infrastructure Level shall not exceed,
            at an aggregate level, for Sabre Subscribers in Brazil be no more
            than * invoice and itinerary printer leased from Sabre per *
            Terminal Addresses. As of the Effective Date, there are * ticket
            printers used by Sabre Subscribers in Brazil and TAM shall not be
            responsible for the cost of any ticket printers above this number of
            printers after the Effective Date.

            (d) AGENCY DATA COMMUNICATIONS. The Infrastructure Level shall not
            exceed, at an aggregate level, at least * % of Sabre Subscriber
            locations in Brazil shall have communication links provided by the
            Sabre Subscriber rather than by Sabre.

            (e) NON-COMPLIANCE WITH AUTOMATION LEVEL. If Sabre fails to manage
            agency Infrastructure within the Infrastructure Level described in
            this Section 7.6, the amount that Sabre would have otherwise billed
            TAM for that component of the agency Infrastructure Charges during
            the subsequent quarter shall be reduced proportionately by the level
            by which Sabre fell below the required automation level.

      7.7.  LOCAL VENDORS. If a vendor bills Sabre or its affiliates for
            Infrastructure Charges in Brazil in Brazilian Reais, then TAM will
            pay its portion of such vendor invoice in Reais directly to the
            Sabre affiliate which received such vendor invoice. All other fees
            and charges otherwise due to Sabre under the Agreement and this WO1
            not specifically described in this Section 7.7 shall be payable in
            USD, in accordance with Section 5 of the Agreement.

      7.8.  SABRE SUBSCRIBER AGREEMENT. Throughout the Term of this WO1, and
            consistent with applicable law, TAM shall refrain from providing
            Infrastructure to Sabre Subscribers, unless TAM has received a


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            written release from Sabre to provide such Infrastructure. Such
            notification of release from Sabre will be provided within * days of
            TAM's request, should Sabre choose, with its sole discretion, to
            provide such release. Travel agencies must sign a GDS Subscriber
            Agreement with Sabre prior to receiving Infrastructure from Sabre,
            and prior to receiving access to the Sabre System.

      7.9   CONTINUED INFRASTRUCTURE USE FOLLOWING TERMINATION. In the event of
            the early termination of the Agreement (except for default on the
            part of TAM), Sabre will allow Sabre Subscribers to use
            Sabre-provided Infrastructure to access TAM Solution for purposes of
            booking TAM flights and other TAM services, provided that (i) TAM is
            current on all its obligations to Sabre and its affiliates, and (ii)
            TAM continues to reimburse Sabre under the cost-sharing terms
            described in this Section 7. In the event of any such termination as
            described in this Section 7.9, the adjustments described in Section
            7.6(e) "Non-Compliance With Automation Levels" shall not apply and
            Sabre will be free to manage Sabre Subscriber Infrastructure levels
            at its own discretion.

8.    IMPLEMENTATION TIMELINE. The expected Implementation Date is scheduled to
      be * . The ability of Sabre to complete the defined Technology Solution
      will be contingent upon the cooperation of TAM throughout the performance
      of this WO1. The Parties will acknowledge in writing the actual
      Implementation Date.

      8.1   AGREEMENT ON IMPLEMENTATION DATES. TAM and Sabre shall jointly
            develop a project implementation plan that will include milestones
            for product delivery, user acceptance testing, infrastructure
            upgrades and market introduction. Sabre and TAM will provide the
            necessary resources and expend commercially reasonable efforts to
            meet the project implementation timeline. Material variances to the
            plan, if any, shall be reported to the project steering committee as
            defined in the Agreement.

9.    FEES AND CHARGES. Sabre shall invoice TAM and TAM shall pay Sabre for fees
      and charges associated with the delivery of the Sabre Services according
      to the terms set forth below.

      9.1   DEFINITION OF REVENUE TICKET COUPON. Sabre shall charge TAM monthly
            for each Revenue Ticket Coupon flown during the previous calendar
            month. For purposes of this WO1, a "Revenue Ticket Coupon" shall be
            defined as those passengers who pay at least * % of the applicable
            normal fare flown according to the definition of IATA in "FORMULARIO
            ESTADISTICO DE IATA FORM 1 ESTADISTICAS DE OPERACIONES (AOS) -
            Definiciones e Instrucciones", who is boarded on any TAM flight or
            on any flight operated under TAM's airline designator code. For the
            purposes of calculating the number of Revenue Ticket Coupons,
            charter flights are not included unless the charter flights generate
            Revenue Ticket Coupons issued by TAM or in connection with the
            conduct of any such charter flights Multihost Services are utilized.
            A Revenue Ticket Coupon on a direct flight that makes one or more
            intermediate stops without a change of flight number, whether or
            not including a change of equipment, shall be counted as one
            Revenue Ticket Coupon. A passenger traveling on a "Funnel Flight"
            shall be regarded as at least two Revenue Ticket Coupons if the
            boarded passenger must have at least two boarding passes. A
            passenger making a connection at an intermediate point by deplaning
            from one flight and boarding another flight shall be considered as
            more than one Revenue Ticket Coupon. If the DAC revenue passenger
            boarded counts are more than * % greater than the Revenue Ticket
            Coupon counts provided by TAM in a given month, then the Parties
            will meet to investigate the source of the discrepancy. TAM will
            inform Sabre every month, after the 20th day of the month, the
            number of Revenue Ticket Coupons flown calculated in accordance with
            the Section 9.1 during the prior month so that Sabre can properly
            invoice TAM. Revenue Ticket Coupon counts are subject to the Audit
            rights described in Section 8 of the Agreement.

      9.2   FEE PER REVENUE TICKET COUPON. Beginning on the Implementation Date
            and throughout the Term of this WO1, TAM shall pay an amount equal
            to USD$ * for each Revenue Ticket Coupon other than those described
            in Section 9.3. However, during the time period between the
            Effective Date and the Suspension Date in lieu of said fee, TAM
            shall pay solely USD$ * for each Revenue Ticket Coupon generated at
            its internal offices, (e.g. ATOs, CTOs, call center, website,etc.).
            In the event such time period lasts longer than six months through
            no breach of the obligations of Sabre hereunder,


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            then at the six month anniversary of the Implementation Date,
            Revenue Ticket Coupons generated at TAM's internal offices will be
            billable at the rate of USD$ *.

      9.3   FEES FOR GDS-DRIVEN REVENUE TICKET COUPONS. Beginning on the
            Effective Date and throughout the Term of this WO1, for each Revenue
            Ticket Coupon that is booked by a travel agency via a GDS, Sabre
            will bill and TAM will pay USD$ * . Such charges shall be in
            addition to any other fees that may be payable to Sabre, including,
            but not limited to, GDS booking and cancellation fees. If the data
            needed to determine the number of GDS-generated Revenue Ticket
            Coupons is not available for a given month, the Parties will
            estimate the number of such GDS-generated Revenue Ticket Coupons in
            a mutually acceptable manner.

      9.4.  POST SUSPENSION DATE BILLING ILLUSTRATION. For sake of clarity, and
            for illustrative purposes only, billing per Revenue Ticket Coupon
            after the Suspension Date and prior to the first inflation
            adjustment and prior to Message adjustment, if any, will be: (1)
            Brazilian travel agency transaction via portal: $ *, (2) travel
            agency GDS booking, from any geographic point (assumed to be outside
            of Brazil) of sale: $ * (plus booking fees and cancel fees based
            upon the applicable GDS contract in place at that time), (3)
            internal TAM booking (CTO, ATO, call center, website, etc.) from any
            geographic point of sale: $*.

      9.5   MONTHLY FEES FOR EXCESSIVE MESSAGE COUNT. The Parties will measure
            Message volumes in the TAM Multihost partition beginning the first
            day of the calendar month, nine months after the Implementation Date
            to the last day of said calendar month in order to establish a
            stable average number of Messages per Revenue Ticket Coupon
            ("Baseline"). In any subsequent calendar month for the remainder of
            the term of the Agreement TAM will pay Sabre for the average number
            of Messages per Revenue Ticket Coupon for that month in excess of
            the Baseline based upon the rate of USD$ * for each set of five
            Messages (in addition to the fee per Revenue Passenger Coupon), or
            in the case of a partial set of Messages, a proportional amount
            thereof. This fee for additional Messages would only be activated if
            the number of messages exceeds * % above the Baseline. If the number
            of monthly Messages does not exceed the Baseline by more than * %,
            then no additional charges for Messages will be paid by TAM. If,
            during a calendar month, the total number of messages exceeds * %
            above the Baseline, TAM would only pay for the extra messages up to
            the * % in excess of the Baseline. If, however, the total number of
            messages exceeds * % for three consecutive calendar months, or the
            monthly average in any six month period exceeds the Baseline by more
            than * %, then a new Baseline and fees per Revenue Ticket Coupon
            would be calculated and mutually agreed to by the Parties. In any
            subsequent calendar month following the calculation of the Baseline,
            if the average number of Messages per Revenue Ticket Coupon is less
            than the Baseline by more than * %, then TAM would receive a credit
            equal to USD$ * for each set of * Messages, or in the case of a
            partial set of Messages, a proportional amount thereof, provided,
            however, that the fee paid to Sabre per Revenue Ticket Coupon would
            never fall below USD$ * for bookings made through the Portal and
            USD$ * for bookings made outside of the Portal, or the then
            applicable rates per Revenue Ticket Coupon after any annual
            adjustment as permitted by Section 5(c) of the Agreement. The credit
            to TAM for reduced Message volume will not accrue beyond a * %
            reduction in Message volume below the Baseline. If however, the
            total number of Messages is more than * % lower than the Baseline
            for three consecutive calendar months or the monthly average in any
            six month period is lower than the Baseline by more than * %, then a
            new Baseline and fees per Revenue Ticket Coupon would be calculated
            and mutually agreed to by the Parties.

            At the time of the Acceptance of the Technology Solution, the
            average number of Messages generated by the application shall be
            measured in a manner that is mutually agreed to by the Parties. The
            average number of Messages generated by TAM in the previous calendar
            month to the Acceptance of the Technology Solution shall be
            subtracted from the number of Messages generated by the Technology
            Solution and this number shall be designated as the number of
            messages generated by the Portal ("Portal Messages"). If the Portal
            Messages is a number calculated to be less than *, then the Portal
            Messages shall be deemed to be *. If the Baseline, as calculated in
            accordance with the prior paragraph is more than * plus the Portal
            Messages, the Parties will negotiate in good faith to reach an
            agreement as to an appropriate


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            sharing of Sabre's costs for such extra messages taking into account
            any additional functionality beyond that defined as the Portal
            Software in Section 4.1. TAM acknowledges that Sabre will use the
            standard matrix formula of USD$ * for each set of * Messages or in
            the case of a partial set of Messages, a proportional amount
            thereof, as Sabre's internal cost in connection with such
            negotiations.

            The Parties will work together in good faith and make commercially
            reasonable efforts to reduce the number of Messages per Revenue
            Ticket Coupon during the * measurement period and thereafter.

      9.6   FARE-LED SHOPPING. Sabre shall ensure that the FlightFinder
            transaction ("JA Entry") is deactivated in the Portal Solution upon
            delivery to TAM. Should TAM, at some future date, request Sabre to
            reactivate the FlightFinder functionality, TAM shall pay a fee of
            USD$ * for each FlightFinder transaction, or any other fee subject
            to mutual agreement of the Parties.

      9.7   PRICING CONDITION. *

      9.8   INFLATION ADJUSTMENT. All fees described in this Section 9 will
            increase annually, at the anniversary of the Implementation Date of
            the Agreement, by a maximum amount equal to the inflation rate
            (CPI-U) for Dallas, Texas, and such adjustment shall be cumulative
            over the Term of this WO 1. Prior to the implementation of the any
            such increase Sabre will provide TAM with the adjustment factor and
            the calculated increase in any rates charged hereunder subject to
            such annual adjustments.

      9.9   PCA AND OTHER CHARGES. The charges in this Section 9 are in addition
            to other fees and charges described elsewhere in this Agreement, and
            within other agreements between the Parties, such as the PCA.
            Additional Sabre products or functionality (e.g., AirMax, AirFlite,
            Databahn, QIK, bargain finder plus and migration of merged or
            acquired airlines into the TAM Multihost partition) would entail
            additional charges to be negotiated by the Parties. Sabre will offer
            a minimum * % discount, after any inflation adjustment on the
            license fee of the PC Airflite product, if TAM chooses to purchase
            such product.

            (a). CODESHARE. TAM shall pay a maintenance fee of USD$ * per month
            plus monthly fees of USD$ * for every published Codeshare flight
            during the month. Codeshare flight count is collected from the
            carrier's KSIF (Codeshare Foreground Table) table. As additional
            Codeshare flights are added to the KSIF table, the USD$ * fee will
            be assessed. The monthly fees of USD$ * per flight will not apply
            for Codeshare flights with *. No implementation charge shall apply
            for the Varig Codeshare flights, but the monthly fees of USD$ * for
            every Codeshare flight shall apply for Varig Codeshare flights.

            (b). SITA FARES DATABASE. Sabre will prorate the SITA Fares
            Database charges directly to TAM and TAM will be responsible for
            paying Sabre. As of the Effective Date, such charge is approximately
            USD$ * per month.

            (c). TRAVEL INFORMATION MANUAL ("TIMATIC"). TAM will pay Sabre an
            annual access fee of USD$ * for TIMATIC.

      9.10  HOURLY PROGRAMMING FEES PAID TO TAM. In the event that Sabre
            requests alterations to the TAM Solution following the
            Implementation Date, other than alterations designed to repair
            errors found in the code of the TAM Solution, Sabre shall pay TAM an
            amount of USD$ * per hour for the alterations to be performed during
            the first * months after the Implementation Date. Subsequently Sabre
            shall pay TAM for such services at TAM's then prevailing labor rates
            per hour or another rate mutually agreed by the Parties.

      9.11  HOURLY PROGRAMMING FEES PAID TO SABRE. In the event that TAM
            requests alterations from Sabre, following the Implementation Date,
            associated with any portions of the Technology Solution, other


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            than alterations designed to repair errors found in the
            Sabre-provided code, TAM shall pay Sabre an amount per hour equal to
            USD$ * during the first * months after the Implementation Date.
            Subsequently TAM shall pay Sabre for such services at Sabre's then
            prevailing labor rates per hour or another rate mutually agreed by
            the Parties.

10.   OTHER MUTUAL OBLIGATIONS. The following obligations shall be the mutual
      responsibilities of the Parties.

      10.1  DEVELOPMENT COSTS, PRODUCT ACCEPTANCE, AND ONGOING IMPROVEMENTS. The
            developing Party shall, at no cost to the other Party, fund the
            initial development required to implement the Technology Solution,
            subject to Section 7.4. Each party commits to maintenance of its
            technology on a going- forward basis, but enhancements,
            customization, and/or functionality changes will be handled via Work
            Orders to be negotiated separately at the hourly rates defined in
            Sections 9.10 and 9.11 above. However, each Party, at its own
            expense, shall allocate an annual pool of development hours, in *
            -hour increments, not to exceed * hours annually, in order to
            quickly respond to minor requests for enhancements or alterations.

      10.2  COMMUNICATION COST SHARING AND DATABASE REPLICATION. TAM will pay *
            of the cost of a Frame Relay connection, as described in Attachment
            1 to this WO1 under the Section 3.3 "Description of Portal
            Telecommunication Services," between Sao Paulo, Brazil and the
            Portal Solution server site, wherever it may reside, as required by
            mutually agreed-upon solution architecture and solution providers.
            Sabre shall be responsible for the remaining half of the charges
            above. TAM will pay * of any Oracle server replication costs, if
            this is mutually deemed necessary after usability testing. TAM will
            continue to pay * % of the telecommunications charges related to
            Multihost, as referenced in Section 3.3, including the OFEP data
            connection (a Frame Relay connection between Sao Paulo, Brazil and
            the Sabre host in Tulsa) used for Multihost (Reservations). Sabre
            and TAM will continue their current business practice of
            aggressively seeking cost reductions with regards to communication
            and server infrastructure.

      10.3  CONTENT PROVISION. TAM will provide travel content to the Technology
            Solution that will only be available within the Technology Solution
            envisioned within this WO1. Sabre agrees to make available to TAM
            through the Technology Solution, all travel content provided by
            Sabre that it provides to any portal or distribution media owned by
            another airline customer in the Brazilian market.

      10.4  OTHER GDS AGENCY INTEGRATION SOLUTION. Nothing herein shall be
            construed to prohibit any third party, including but not limited to
            other GDS's, from independently creating and implementing an
            integration tool to the Technology Solution that is similar to the
            Agency Solution.

11.   OTHER RESPONSIBILITIES OF SABRE. The following responsibilities shall be
      the obligation of Sabre to perform at not additional cost to TAM with
      regards to this Agreement.

      11.1  GLOBAL ACCOUNTS PLAN. Sabre will work with TAM to develop a mutually
            acceptable plan for the marketing and implementation of the
            Technology Solution to Sabre Subscribers in Brazil having a
            worldwide Sabre Subscriber Agreement, subject to Section 12.1
            "Transition Program".

      11.2  RESELLING OF THE TECHNOLOGY SOLUTION. Sabre shall market the
            Technology Solution to third parties in accordance with the rights
            and obligations contained in the Sublicense Agreement, attached as
            Exhibit B of the Agreement.

      11.4  RESPONSIBILITY FOR ONGOING SUPPORT. From the period starting with
            the Implementation Date until the termination of this WO1, Sabre
            shall allocate a minimum of * hours annually for the purposes of
            maintaining the portal portion of the Technology Solution, inclusive
            of any development hours to be provided by Sabre under Section 10.1
            of this WO1. Such allocation of hours shall be delivered by Sabre
            at no additional cost to TAM.


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      11.5  SABRE'S ADHERENCE TO TAM'S SECURITY STANDARDS. If Sabre adheres to
            TAM's security procedures, there shall be a presumption that Sabre
            has satisfied its obligation to protect the confidentiality of the
            TAM Internal Database.

12.   OTHER RESPONSIBILITIES OF TAM. The following responsibilities shall be the
      obligation of TAM.

      12.1  TRANSITION PROGRAM. Transactions processed through the Technology
            Solution will not be considered GDS bookings. Subject to applicable
            laws, TAM will create a transition program, for a reasonable period
            of time, to support Sabre Subscribers' move from the GDS environment
            to the Technology Solution. TAM will also include in its
            relationship with all Sabre Subscribers a confirmation that Sabre
            Subscribers understand that transactions originating through the
            Technology Solution are not GDS bookings.

      12.2  FLIGHT BENEFITS. TAM will provide flight benefits for Sabre
            employees under the categories, procedures and restrictions outlined
            below. All travel under this provision will follow TAM's non-revenue
            displacement policies.

            (a)   BUSINESS DIRECTLY RELATED TO THE AGREEMENT. For Sabre
                  employees traveling specifically for business purposes related
                  to the Agreement, including Brazil-based Account Executives
                  soliciting the sale of the Portal Solution. TAM will provide,
                  subject to its authorization, and at no charge from TAM,
                  confirmed space international tickets and space-available
                  domestic tickets. Sabre employees at the level of Director,
                  Senior Principal, or higher, shall be accommodated in Business
                  cabin and Sabre employees below the above mentioned levels
                  shall be accommodated in Economy cabin.

            (b)   SABRE BUSINESS TRAVEL. Sabre employees traveling on business
                  not covered under Section 12.2(a) can obtain space available
                  tickets from TAM at a rate equal to * % of the first published
                  fare below full economy or * % of the full Business Class
                  fare, as applicable.

            (c)   TRAVEL AGENTS. For travel agents traveling for training
                  specifically related to the Technology Solution under this
                  Agreement, TAM will provide, at no charge from TAM, space
                  available tickets.

            (d)   TAXES AND OTHER SURCHARGES. For all travel under this Section
                  12.3. Sabre and its employees will be responsible for paying
                  all taxes, airport fees, and other surcharges outside of the
                  base fare of the ticket.

            (e)   COMPETITOR EXCLUSION. Sabre and its affiliates will never use
                  the TAM flight benefits and TAM is not obligated to provide to
                  Sabre or any of its affiliates TAM flight benefits for travel
                  directly or indirectly related to TAM's Brazilian airline
                  competitors.

            (f)   VIOLATION OF RESTRICTIONS. Any violation of the Flight
                  Benefits restrictions can lead to cancellation of all flight
                  benefits described herein at TAM's discretion, or full-fare
                  reimbursement.


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      13. PERFORMANCE OF PARTIES OBLIGATIONS. Neither Party will not be
      responsible to the other Party for the failure to perform its obligations
      to the extent such failure is the result of the other Parties failure to
      perform its obligations under this WO1.

IN WITNESS WHEREOF, the Parties have duly executed and delivered this WO1 by
their duly authorized representatives as of October 3, 2003.

SABRE TRAVEL INTERNATIONAL LTD. (NO. 272493)    TAM LINHAS AEREAS S.A.

By: ____________________________________        By: ___________________________
Name:  Margaret Lewis                           Name:  Gelson Pizzirani
Title: Director                                 Title: Vice President
Date:  October 3, 2003                          Date:  October 3, 2003

                                                By: ___________________________
                                                Name:  Ruy Antonio Mendes Amparo
                                                Title: Vice President
                                                Date:  October 3, 2003

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                                                                    Confidential

                          ATTACHMENT 1 OF WORK ORDER #1

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