<PAGE>

                                                                    CONFIDENTIAL

THIS AGREEMENT HAS CONFIDENTIAL PORTIONS OMITTED, WHICH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.  OMITTED
PORTIONS ARE INDICATED IN THIS AGREEMENT WITH "[TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED]."

                                SABRE ACCESS AGREEMENT

     This Sabre Access Agreement (this "AGREEMENT") is made as of March 7,
2000, by and between Sabre Inc., a Delaware corporation ("SABRE"), and
Travelocity.com LP, a Delaware limited partnership ("CUSTOMER").

                                       RECITALS

A.   Sabre developed, owns and operates the Sabre System and offers, directly
     and through Sabre Licensees, access and use of Licensed Sabre Functions.

B.   Customer desires to receive a license to access and use the Licensed Sabre
     Functions, and to market and provide access to the Licensed Sabre Functions
     to Customer's End Users upon the terms and conditions contained in this
     Agreement.

C.   Sabre is willing to grant such a license to Customer upon the terms and
     conditions contained in this Agreement.

In consideration of the foregoing, the mutual covenants and agreements of the
Parties contained herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties to this Agreement
hereby agree as follows:


                                     ARTICLE 1
                           DEFINITIONS AND INTERPRETATION

     SECTION 1.1    DEFINITION APPENDIX.  Capitalized terms used herein and not
otherwise defined will have the meaning given to them in the Definition Appendix
attached to this Agreement as ANNEX A.  The Rules of Interpretation set forth in
the Definition Appendix attached to this Agreement as ANNEX A will also apply to
this Agreement.


                                     ARTICLE 2
                 LICENSE TO USE AND MARKET LICENSED SABRE FUNCTIONS

     SECTION 2.1    GRANT OF LICENSE.  Subject to the terms and conditions of
this Agreement, Sabre hereby grants to Customer for the term of this
Agreement, the non-exclusive, non-transferable (other than as provided
herein) right and license to access and use the Licensed Sabre Functions in
order to market, support and deliver the access to Licensed Sabre Functions
to End Users.

     SECTION 2.2    DIRECT BOOKING LIMITATION.  In the event Customer
provides direct reservation capabilities with Vendors or provides Bookings
through another GDS, as permitted by this Agreement, all messages relating to
such direct reservations (including pricing and availability) and Bookings
must go directly through such Vendors' systems or the other GDS and not
through the Sabre System.

                                       1
<PAGE>

                                                                    CONFIDENTIAL

     SECTION 2.3    SABRE NOT RESTRICTED.  The Parties acknowledge and agree
that nothing set forth in this Agreement prohibits, restricts or otherwise
impairs the right and ability of Sabre and/or its Affiliates to market,
offer, license, sublicense, distribute and provide access to Licensed Sabre
Functions to any Persons. This acknowledgement and agreement does not,
however, supersede the covenants and agreements contained in the
Noncompetition Agreement dated March 7, 2000, between Sabre Holdings
Corporation, Sabre, Travelocity.com Inc., and Customer.

     SECTION 2.4    DISPLAY OF SABRE SYSTEM.  Subject to Customer's
compliance with any applicable law, rule or regulation, Customer may display
the content from the Licensed Sabre Functions in the manner determined by
Customer, provided that Sabre is not required to make any modifications or
changes, or otherwise take any action, to enable or maintain Customer's
display of such content.

                                     ARTICLE 3
                                    EXCLUSIVITY

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


                                     ARTICLE 4
                                   IMPLEMENTATION

     SECTION 4.1    IMPLEMENTATION.  Sabre will provide Customer with such
services in connection with implementation of the Licensed Sabre Functions as
are from time to time mutually agreed in writing between Sabre and Customer.


                                     ARTICLE 5
                                  OWNERSHIP OF GDS

     SECTION 5.1    OWNERSHIP OF SABRE SYSTEM.  Other than the License
granted herein or as otherwise agreed upon by the Parties in writing,
Customer will not acquire under this Agreement, nor identify itself as the
owner of, any right, title or interest in or to the Sabre System, the
Licensed Sabre Functions, the software, hardware, Databases or communications
facilities utilized in operating the Sabre System, Confidential Information
of Sabre or its Affiliates, the Sabre Marks or any intellectual property
rights associated with any of the foregoing. Nothing in this Agreement will
be interpreted as expanding the scope of the License granted in SECTION 2.1
and no additional license will be effective unless and until a separate
written agreement is signed by the Parties identifying in detail the software
program or programs to be licensed and the license fee therefor.  The
limitations contained in this SECTION 5.1 do not limit the license rights
which Customer may receive in certain Sabre Enhancements pursuant to SECTION
4.5 of the Information Technology Services Agreement or pursuant to any other
agreement between the Parties.

                                     ARTICLE 6
                           CERTAIN SABRE RESPONSIBILITIES

                                       2
<PAGE>

                                                                    CONFIDENTIAL

     Sabre agrees to perform the following duties and responsibilities, in
addition to those duties and responsibilities required of it elsewhere in
this Agreement:

     SECTION 6.1    PROMOTION MATERIALS.  Sabre will provide Customer upon
request with English language versions of existing Sabre sales, advertising,
promotional, and training materials regarding the Licensed Sabre Functions,
which materials will be provided free of charge, so long as Customer does not
request such materials in unreasonable quantity.

     SECTION 6.2    CUSTOMER ASSISTANCE.  Sabre will provide diagnostic
assistance and resolutions to Customer line control personnel for
communications problems and to Customer data processing personnel for
Licensed Sabre Functions problems.  All assistance and problem resolution
will be provided and made available according to Sabre's then-current
customer assistance procedures and availability for its Sabre Licensees
generally.

     SECTION 6.3    OPERATIONS AND MAINTENANCE.  Sabre will use commercially
reasonable efforts to accomplish all transaction processing, security,
maintenance and other services hereunder in accordance with the performance
standards and procedures established by Sabre from time to time for Sabre's
operations as used by Sabre Licensees generally.

     SECTION 6.4    PNR SECURITY.  Sabre will maintain in effect and enforce
PNR security policies and procedures which ensure that the PNR security
aspects of the Sabre System with respect to PNRs generated by Customer's End
Users comply with all applicable governmental rules and regulations.  Sabre
will retain records of the PNRs created by Customer's End Users for a minimum
period (after the last Segment Activity Date in such PNR) consistent with
Sabre's customary practices, or for such longer period as may be required by
any applicable law, regulation or code.

     SECTION 6.5    COMPATIBILITY. Sabre may establish standards, formats and
specifications (consistent with those established for other Sabre customers)
from time to time for any hardware or software to be connected to the Sabre
Central Site or otherwise used in conjunction with the Licensed Sabre
Functions. Sabre will provide Customer with prior written notice of any
changes or modifications of the required standards, formats and
specifications.

     SECTION 6.6    CUSTOMER INSTRUCTORS AND MANAGEMENT. From time to time
Sabre will provide training to Customer's relevant training personnel engaged
in the distribution of the Licensed Sabre Functions, such training to be
carried out at mutually acceptable times and at Sabre's headquarters' in the
U.S.A. Customer may request Sabre to conduct such training at Customer's
location subject to Sabre's approval, provided that Customer will be
responsible for all reasonable travel, accommodation, and incidental expenses
incurred by the Sabre trainers.

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

                                     ARTICLE 7
                         CERTAIN CUSTOMER RESPONSIBILITIES

     SECTION 7.1    MARKETING RESPONSIBILITY.

          7.1.1     SABRE SYSTEM REFERRALS. In consideration for Sabre's payment
to the Customer of the PNR Referral Payments, Customer will use its reasonable
efforts to maintain a system on Customer's websites that enable referrals of its
End Users' PNRs on the Sabre System

                                       3
<PAGE>

                                                                    CONFIDENTIAL

to Sabre travel agencies for ticketing. [TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED]

          7.1.2     ATTRIBUTION.  Subject to the terms and conditions of
ARTICLE 9, Customer will provide the Sabre with the attribution provided on
ANNEX C.

     Section 7.2    MISUSE.  Customer shall take all reasonable precautions
necessary to prevent unauthorized operation or misuse of the Sabre System,
including Speculative Bookings, Shell Bookings, reservation of space in
anticipation of demand, or improper record or access.  Further, Customer
shall not enter or permit End Users to enter any Prohibited Segments into the
Sabre System.  Customer will remove Travel Service Segments from the Sabre
System should Customer become aware that corresponding space is canceled
direct via telephone with the Vendor.

     SECTION 7.3    RESPONSIBILITIES FOR COMMUNICATIONS NETWORKS.  Customer
will be responsible for installing, operating and maintaining the Customer
Communications Network (including communication line circuits and equipment).
Customer may satisfy this responsibility by performing such functions
directly, or through contracts with third party service providers, including
Sabre.

     SECTION 7.4    CUSTOMER SOFTWARE AND HARDWARE.  Customer will be
responsible for obtaining, creating and maintaining all software and hardware
required to enable communications with the Sabre Central Site and to
otherwise enable End Users to access and use the Licensed Sabre Functions,
all in accordance with Sabre's then-current standards, formats and
specifications. Customer may elect to purchase from Sabre (or its suppliers),
at Sabre's then-current prices and terms, hardware and data lines required by
Customer to access and use the Licensed Sabre Functions.  Customer agrees
that its continued right to maintain the connection with the Sabre Central
Site is dependent upon Customer's full cooperation with requests by Sabre
(which shall be administered reasonably among Sabre's customers and without
discriminating against Customer) to repair, alter, modify, or where
necessary, de-install any component that Sabre reasonably determines is
impairing the Sabre System or another Person's access to or operation of the
Sabre System.

                                     ARTICLE 8
                                 SABRE ENHANCEMENTS

     SECTION 8.1    SABRE ENHANCEMENTS.  Sabre may from time to time create
Sabre Enhancements.  Such Sabre Enhancements may be implemented at Sabre's
sole discretion, provided that they do not materially and negatively affect
the Licensed Sabre Functions. Sabre will notify Customer, not later than the
disclosure of such Sabre Enhancement to other Sabre Licensees, regarding any
Sabre Enhancements which Sabre may from time to time propose. Sabre will,
from time to time, consult with Customer and keep Customer advised of the
status of the development of Sabre Enhancements.  Customer may provide Sabre
with recommendations regarding Sabre Enhancements and functionality needed
for the Licensed Sabre Functions to be competitive with other GDS's.
Customer additionally shall have the right to require Sabre to develop Sabre
Enhancements, pursuant to the terms of the Information Technology Services
Agreement.

                                     ARTICLE 9

                                       4
<PAGE>

                                                                    CONFIDENTIAL

                                     TRADEMARKS

     SECTION 9.1    OWNERSHIP OF SABRE MARKS. Customer acknowledges and
covenants that (i) Customer will not acquire any right, title or interest in
the Sabre Marks except as specifically provided in SECTION 9.2, (ii) Customer
may not contest or challenge the validity of the Sabre Marks, or their
registration or ownership by Sabre or its Affiliates, and (iii) the use of
the Sabre Marks by Customer, and any goodwill arising by reason of such use,
will inure to the benefit of Sabre. In no circumstances will Sabre be liable
to make any payment on account of any alleged inurement of such goodwill to
Sabre.

     SECTION 9.2    LICENSE OF SABRE MARKS. Subject to the terms and
conditions of this Agreement, Sabre hereby grants to Customer for the term of
this Agreement the non-exclusive, non-transferable (other than as provided
herein) right and license to use and publish the Sabre Marks in conjunction
with marketing the Licensed Sabre Functions in accordance with the terms and
conditions of this Agreement.

     SECTION 9.3    USE OF SABRE MARKS. Customer will use the name "Sabre"
and the Sabre Marks only in the formats approved by Sabre.  Customer will not
append any Customer trade name or logo to any Sabre Mark or use any variation
from the Sabre Marks without Sabre's prior written approval which may be
withheld in Sabre's sole discretion.

     SECTION 9.4    APPROVAL OF USE.  If Customer desires to use the Sabre
Marks, it must first submit samples of the proposed use to Sabre for Sabre's
prior written approval. In any event, if required by Sabre, the approved use
of the Sabre Marks must include, at a minimum, in reasonably legible typeface
the phrase: "Sabre" (or other relevant Sabre Mark) is a registered trademark
of an affiliate of Sabre Inc." or such other notices or legends of
identification of the ownership of the published Sabre Marks as are required
by Sabre.

     SECTION 9.5    INFRINGEMENT. Customer will notify Sabre immediately upon
becoming aware of (i) any actual or threatened infringement of the Sabre
Marks, (ii) any publication or registration of a trademark or service mark of
which Customer becomes aware and which is likely to be confusingly similar to
any Sabre Marks, and (iii) any notice, claim or threatened claim based upon
infringement by Customer of the rights of a third party arising out of the
use by Customer of the Sabre Marks.

     SECTION 9.6    NO WARRANTY.  SABRE MAKES NO REPRESENTATION OR WARRANTY
WITH RESPECT TO THE SABRE MARKS.  NOTWITHSTANDING ANY PROVISION TO THE
CONTRARY, SABRE WILL NOT BE LIABLE FOR ANY INFRINGEMENT OF A THIRD PARTY'S
RIGHTS RESULTING FROM CUSTOMER'S USE OF THE SABRE MARKS IN A MANNER THAT IS
INCONSISTENT WITH THE LIMITATIONS ESTABLISHED IN THIS AGREEMENT.

SECTION 9.7    CUSTOMER TRADEMARKS.  Customer authorizes Sabre to use
Customer Marks solely for the purpose of listing Customer as a Sabre Customer
and to otherwise promote the fact that Customer is using the Sabre System and
other services provided to Customer by Sabre pursuant to other service
agreements. Sabre acknowledges and covenants that: (i) Sabre will not acquire
any right, title or interest in the Customer Marks except as specifically
provided in this SECTION 9.7, (ii) Sabre may not contest or challenge the
validity of the Customer Marks, or the registration or ownership by Customer
or its Affiliates, and (iii) the use of the Customer Marks by Sabre, and any
goodwill arising by reason of such use, will inure to the benefit of
Customer.  In no circumstances will Customer be liable to make any payment on
account of any alleged

                                       5
<PAGE>

                                                                    CONFIDENTIAL

inurement of such goodwill to Customer.  CUSTOMER MAKES NO REPRESENTATION OR
WARRANTY WITH RESPECT TO THE CUSTOMER MARKS.  NOTWITHSTANDING ANY PROVISION
TO THE CONTRARY, CUSTOMER WILL NOT BE LIABLE FOR ANY INFRINGEMENT OF A THIRD
PARTY'S RIGHTS RESULTING FROM SABRE'S USE OF THE CUSTOMER MARKS IN A MANNER
THAT IS INCONSISTENT WITH THE LIMITATION ESTABLISHED IN THIS AGREEMENT.


                                     ARTICLE 10
                                  FEES AND CHARGES

     SECTION 10.1   FEES AND PAYMENT.  The Parties will pay the fees and
charges ("Fees") as set forth on SCHEDULE 1.  SCHEDULE 1 also sets forth
procedures by which Fees are invoiced and dates by which Fees are due and
payable.  Each Sabre invoice will itemize the Fees contained therein, and
will be accompanied by reasonable detail in accordance with Sabre's customary
billing practices.  Sabre will provide Customer additional information about
invoices as Customer reasonably requests and as Sabre customarily provides.
Sabre may offset payments owed by Customer to Sabre or its Affiliates against
any payments due to Customer under this Agreement.

     SECTION 10.2   TAXES. Customer will be responsible for and will pay for
any Taxes that are imposed on or determined by reference to (i) services or
property provided under this Agreement, (ii) payments (including Taxes) due
to Sabre pursuant to this Agreement or (iii) the execution, delivery,
notarization, recordation or other similar action with respect to this
Agreement; provided, however, Customer will not be responsible for Taxes
imposed on the net income of Sabre.  All payments due to Sabre under this
Agreement will be made free and clear of any withholdings for present or
future Taxes.  If Customer is required by law to make any deduction or
withholding of Taxes from any payment due to Sabre, then (i) Customer will
effect such deduction or withholding and remit such Taxes to the appropriate
taxing authority and (ii) the amount payable to Sabre upon which such
deduction or withholding is based will be increased to the extent necessary
to ensure that after such deduction or withholding Sabre is paid a net amount
equal to the amount Sabre would have been paid in the absence of such
deduction or withholding.  Customer will provide Sabre with the original
receipt, a duplicate original receipt or a duly certified or authenticated
copy of the receipt, and copies of any cancelled check for any Taxes deducted
or withheld and remitted to the appropriate taxing authorities.

     SECTION 10.3   INTEREST.  If a Party fails to pay any amount when due,
the past-due amount will bear interest, until paid,
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED], whichever is less.  Such
interest will be payable as it accrues, upon demand.

     SECTION 10.4  AUDIT RIGHTS.

          10.4.1    GENERAL. Auditors designated by Customer, and who agree
in writing to the security and confidentiality obligations and procedures
required by Sabre, will be provided with reasonable access to Sabre's books
and records to enable them to audit Sabre's calculations under paragraph 5 of
SCHEDULE 1. The auditors must be nationally recognized firms and Customer may
not designate any auditor who, in Sabre's reasonable opinion, is a competitor
of, or affiliated with a competitor of, Sabre or its Affiliates.

          10.4.2    PROCEDURES.  Such audits may be conducted once a year
during reasonable business hours.  Customer will provide Sabre with at least
thirty (30) days prior written notice of an

                                       6
<PAGE>

                                                                    CONFIDENTIAL

audit.  Sabre 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 Customer's auditors as reasonably
necessary.  All information learned or exchanged in connection with the
conduct of an audit, as well as the results of any audit, is Confidential
Information of Sabre.

          10.4.3    RESULTS.  Customer will provide Sabre copies and results
of each audit.  The Parties will review the results of an audit, will
identify all relevant audit issues and will determine in good faith (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.

                                     ARTICLE 11
                             SABRE SYSTEM AVAILABILITY

     SECTION 11.1   MAINTENANCE OF LICENSED SABRE GDS HOST FUNCTIONS.  Sabre
will, at its own expense, maintain the Licensed Sabre Functions, so that the
Licensed Sabre Functions will be generally available for access by Customer.
Except as specifically provided in SECTIONS 11.2 and 11.3, Sabre will, at its
own expense, maintain the Licensed Sabre Functions so that the Licensed Sabre
Functions are reasonably available to Customer on a twenty-four (24) hour per
day, seven (7) days a week basis.


     SECTION 11.2   SCHEDULED UNAVAILABILITY.  Customer acknowledges that
Sabre will need to make the Sabre System and Licensed Sabre Functions
unavailable from time to time in order to maintain the Sabre System and the
Databases used in connection with the Sabre System. Sabre may, from time to
time, schedule Sabre System unavailability in order to accomplish normal
system maintenance and implementation of software enhancements.  Sabre will
use commercially reasonable efforts to give Customer as much prior notice as
practicable for scheduled unavailability.

     SECTION 11.3   CORRECTION OF PERFORMANCE PROBLEMS.  Customer
acknowledges that Sabre Central Site hardware or software operational or
performance problems that diminish or render unavailable the Sabre System and
Licensed Sabre Functions will occur from time to time. In the event of any
failure of the Licensed Sabre Functions or the Sabre System, Sabre will use
commercially reasonable efforts to restore the Licensed Sabre Functions and
the Sabre System as soon as is reasonably practicable. The relative urgency
of repair will be determined by Sabre in good faith and in accordance with
the severity of the problem and the standards and procedures of Sabre.

                                     ARTICLE 12
                               TERM AND TERMINATION

     SECTION 12.1   TERM.  The term of this Agreement will begin as of the
Effective Date and will continue for fifteen (15) years unless terminated
earlier as provided herein.

     SECTION 12.2   EARLY TERMINATION.  In the event that Sabre is not one of
the top four (4) GDS's, based on North American market share, as determined
by the number of Bookings made in North America on airlines for
transportation on any and all city-pairs, in any given calendar year of this
Agreement, Customer may terminate this Agreement upon [TEXT OMITTED -
CONFIDENTIAL TREATMENT REQUESTED] prior written notice to Sabre delivered no
later

                                       7
<PAGE>

                                                                    CONFIDENTIAL

than [TEXT OMITTED -CONFIDENTIAL TREATMENT REQUESTED] following the year in
which Sabre was not one of such top four (4) GDS's.

     SECTION 12.3   SABRE TERMINATION FOR EVENT OF DEFAULT.  In the event of
an Event of Default by Customer, which remains uncured at the expiration of
the Cure Period, Sabre may terminate this Agreement and/or pursue any and all
other available remedies.

     SECTION 12.4   CUSTOMER TERMINATION FOR EVENT OF DEFAULT.  In the event
of an Event of Default by Sabre which remains uncured at the expiration of
the Cure Period, Customer may terminate this Agreement and/or pursue any and
all other available remedies.

     SECTION 12.5   EVENTS OF DEFAULT BY CUSTOMER.  Any of the following will
constitute an "EVENT OF DEFAULT" by Customer:

          12.5.1    Any failure by Customer to pay any fee, charge or payment
that is due and owing under this Agreement;

          12.5.2    Any other material breach by Customer of any of its
representations, warranties, obligations or covenants under this Agreement; or

          12.5.3  If Customer: (i) is adjudicated bankrupt or insolvent by a
court of competent jurisdiction, (ii) substantially ceases to do business,
(iii) fails to pay its debts generally as they become due, or (iv) takes
steps to declare bankruptcy, wind up, dissolve or liquidate, or a receiver,
trustee or similar officer is appointed over (or a lien holder takes
possession of) all or a substantial part of Customer's property or assets, or
anything similar to any of the foregoing occurs in relation to Customer under
the laws of any jurisdiction.

     SECTION 12.6   EVENTS OF DEFAULT BY SABRE.  Any of the following will
constitute an "EVENT OF DEFAULT" by Sabre:

          12.6.1  Any failure by Sabre to pay any fee, charge or payment that
is due and owing under this Agreement;

          12.6.2  Any other material breach by Sabre of any of its
representations, warranties, obligations or covenants under this Agreement;
or

          12.6.3  If Sabre: (i) is adjudicated bankrupt or insolvent by a
court of competent jurisdiction, (ii) substantially ceases to do business,
(iii) fails to pay its debts generally as they become due, or (iv) takes
steps to declare bankruptcy, wind up, dissolve or liquidate, or a receiver,
trustee or similar officer is appointed over (or a lien holder takes
possession of) all or a substantial part of Sabre's property or assets, or
anything similar to any of the foregoing occurs in relation to Sabre under
the laws of any jurisdiction.

     SECTION 12.7   CUSTOMER CROSS-TERMINATION RIGHTS.  In the event that
Customer terminates the Development Services, under the Information
Technology Services Agreement between Sabre and Customer of even date
herewith, as a result of Sabre's material breach of its Development Services
obligations, and if such breach denies Customer the material benefits of this
Agreement, taken as a whole, then Customer may terminate this Agreement upon
[TEXT OMITTED -CONFIDENTIAL TREATMENT REQUESTED] written notice to Sabre that
is delivered within [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
following Customer's termination of the Information Technology Services
Agreement.

                                       8
<PAGE>

                                                                    CONFIDENTIAL

     SECTION 12.8   TERMINATION ASSISTANCE.  If Customer terminates this
Agreement under SECTION 12.7, Sabre will provide Customer with Termination
Assistance for the period of time requested by Customer, not to exceed
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] beginning on the date of
termination under SECTION 12.7.  Customer will continue to pay all Fees
during such period and, for all Termination Assistance services that are in
addition to those services otherwise required of Sabre in this Agreement,
Customer will pay Sabre at Sabre's then current rates all additional fees and
expenses incurred by Sabre in connection with Sabre's performance of such
services.  This Agreement remains in effect during the termination assistance
period and applies to the Termination Assistance Services.  Customer will
cooperate in good faith with Sabre in connection with Sabre's obligations
under this section.

                                     ARTICLE 13
                                  CONFIDENTIALITY

     SECTION 13.1   OWNERSHIP; SCOPE OF OBLIGATION.  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, or as otherwise authorized by, this Agreement, including Sabre's
provision of information to Vendors and others required in connection with
the processing of Bookings.  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 is own confidential information of like importance, but not less than
reasonable care.  No Confidential Information will be disclosed by the
recipient Party without the prior written consent of the other 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 13.1.  The Party employing or engaging such Persons is
responsible and liable for their compliance with such confidentiality
obligations.

     SECTION 13.2   EXCEPTIONS.

          13.2.1    Nothing in this Agreement shall be interpreted to limit
in any way Sabre's right to use, market, sell or publish any Booking-related
data subject only to any applicable laws or regulations.  Notwithstanding the
preceding sentence, Sabre will not make available to any entity not a party
to the travel reservation transaction any personal identifying information
concerning a traveler contained in a PNR booked in the Sabre System through
Customer unless such traveler or Customer provides Sabre with permission to
do so, nor will Sabre make available to any other Party, other than an
airline, which utilizes the Sabre System to make reservations, any Booking
related data, detailed or aggregate, that identifies Customer unless Customer
provides Sabre with permission to do so or Sabre is required by applicable
law or regulation to make such data available.

          13.2.2    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

                                       9
<PAGE>

                                                                    CONFIDENTIAL

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.

     SECTION 13.3   RESIDUAL KNOWLEDGE.  Each Party acknowledges that the
other may, as a result of its receipt of or exposure to the other Party's
Confidential Information, increase or enhance the knowledge and experience
retained in the unaided memories of its directors, employees, agents or
contractors. Notwithstanding anything to the contrary in this Agreement, a
Party and its directors, employees, agents or contractors may use and
disclose such knowledge and experience in such Party's business, so long as
such use or disclosure does not involve specific Confidential Information
received from the other Party. The disclosing Party will not have rights in
such knowledge and experience acquired by the recipient Party, nor rights in
any business endeavors of the recipient Party which may use such knowledge
and experience, nor rights to compensation related to the recipient Party's
use of such knowledge and experience.

                                      ARTICLE 14
                       LIMITED WARRANTIES AND LIMITED LIABILITY

     SECTION 14.1   DISCLAIMER OF WARRANTIES. SABRE AND ITS APPLICABLE
MANUFACTURERS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER
WITH RESPECT TO THE LICENSED SABRE FUNCTIONS, THE SABRE SYSTEM OR ANY
SOFTWARE, HARDWARE COMPONENT OR DATA. THE LICENSED SABRE FUNCTIONS, SABRE
SYSTEM, SOFTWARE, HARDWARE COMPONENTS AND DATA ARE PROVIDED "AS IS" AND "WITH
ALL FAULTS."  THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF
LAW OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR INTENDED USE OR ANY IMPLIED REPRESENTATIONS OR WARRANTIES ARISING
OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE OR
NON-INFRINGEMENT.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO
REPRESENTATION OR OTHER AFFIRMATION OF FACT WHICH IS NOT CONTAINED IN THIS
AGREEMENT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR
PERFORMANCE OF THE LICENSED SABRE FUNCTIONS, SABRE SYSTEM, HARDWARE
COMPONENTS, SOFTWARE OR DATA, WHETHER MADE BY SABRE OR OTHERWISE, WILL BE
DEEMED TO BE A REPRESENTATION OR WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY
LIABILITY OF SABRE OR ANY MANUFACTURER OR SUPPLIER.

     SECTION 14.2   SYSTEM PERFORMANCE FAILURES. IN THE EVENT OF ANY FAILURE
OF THE LICENSED SABRE FUNCTIONS OR THE SABRE SYSTEM FOR WHATEVER REASON, THE
SOLE AND EXCLUSIVE REMEDY OF CUSTOMER WILL BE TO REQUIRE SABRE TO USE
COMMERCIALLY REASONABLE EFFORTS TO RESTORE THE LICENSED SABRE FUNCTIONS AND
THE SABRE SYSTEM AS SOON AS IS REASONABLY PRACTICABLE.  CUSTOMER ACKNOWLEDGES
AND ACCEPTS THE RISK OF SUCH FAILURES OF THE LICENSED SABRE FUNCTIONS AND THE
SABRE SYSTEM AND WAIVES ALL REMEDIES THEREFOR OTHER THAN ANY RIGHT TO
TERMINATE THIS AGREEMENT ARISING UNDER SECTION 12.4, AND AS OTHERWISE
SPECIFICALLY SET FORTH HEREIN.

                                       10
<PAGE>

                                                                    CONFIDENTIAL

     SECTION 14.3   INACCURACY OF DATA. NONE OF SABRE, REED ELSEVIER, INC.,
THE PUBLISHER OF THE OFFICIAL AIRLINE GUIDE AND SUPPLIER OF CERTAIN DATA
PROVIDED UNDER THIS AGREEMENT, AND ANY OTHER PERSON PROVIDING DATA UNDER THIS
AGREEMENT: (1) WARRANTS THE ACCURACY, MERCHANTABILITY, OR THE FITNESS FOR A
PARTICULAR PURPOSE, OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY
RIGHTS OF ANY THIRD PARTY, OF ANY DATA PROVIDED UNDER THIS AGREEMENT, OR (2)
WILL BE LIABLE FOR ANY INJURY, LOSS, CLAIM OR DAMAGE CAUSED IN WHOLE OR IN
PART BY THE USE OF THE DATA, THE LICENSED SABRE FUNCTIONS OR THE SABRE
SYSTEM, WHETHER OR NOT ARISING BY REASON OF THE NEGLIGENCE OF ANY SUCH PERSON
IN PROCURING, COLLECTING, COMPILING, ABSTRACTING, INTERPRETING,
COMMUNICATING, PROCESSING OR DELIVERING ANY SUCH DATA.  IN THE EVENT OF ANY
INACCURACY OF ANY DATA TRANSMITTED BY THE LICENSED SABRE FUNCTIONS OR THE
SABRE SYSTEM, FOR WHATEVER REASON, THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER
WILL BE TO REQUIRE SABRE TO USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT
SUCH ERRORS AS SOON AS IS REASONABLY PRACTICABLE, TO THE EXTENT SUCH ERRORS
ARE DUE TO CIRCUMSTANCES UNDER SABRE'S DIRECT CONTROL. IN THE EVENT A
PASSENGER USES A CONFIRMED TICKET FOR AIR TRANSPORTATION PROPERLY ISSUED BY
MEANS OF THE LICENSED SABRE FUNCTIONS OR THE SABRE SYSTEM AND IS REFUSED
CARRIAGE BECAUSE OF AN OVERSALE OF SEATS OR THE LACK OF RECORD OF SUCH
RESERVATION, THE SOLE REMEDY WILL BE AS SET FORTH IN THE TARIFF OF THE
REFUSING CARRIER OR APPLICABLE TERMS AND CONDITIONS OF THE CARRIER'S CONTRACT
OF CARRIAGE.  CUSTOMER ACKNOWLEDGES AND ACCEPTS THE RISK OF SUCH FAILURES OF
THE LICENSED SABRE FUNCTIONS AND THE SABRE SYSTEM AND INACCURACY OF DATA AND
WAIVES ALL REMEDIES THEREFOR OTHER THAN AS SPECIFICALLY SET FORTH HEREIN.

     SECTION 14.4   LIMITS OF LIABILITY. [TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED]

                                     ARTICLE 15
                                  INDEMNIFICATION

     SECTION 15.1   INDEMNIFICATION BY CUSTOMER.  Except for Claims which
Sabre has indemnified Customer against pursuant to SECTION 15.2, Customer
hereby agrees to indemnify, defend and hold harmless the Sabre Indemnitees
from and against Claims are threatened against, suffered by, accrued against,
charged to, or recoverable from any Sabre Indemnitee, by any Person, to the
extent arising out of or in connection with or by reason of any Claim based
on the use of the Sabre System by or through Customer (including use of the
Sabre System by Customer's End Users) and for misappropriation, violation or
infringement of any duly issued United States patent, or any copyright,
trademark, trade secret or other proprietary right relating to Customer's
business.

     SECTION 15.2   INDEMNIFICATION BY SABRE.  Sabre hereby agrees to
indemnify, defend and hold harmless the Customer Indemnitees from and against
Claims which are threatened against, suffered by, accrued against, charged
to, or recoverable from any Customer Indemnitee, by any Person, based on a
Claim of infringement of any duly issued United States patent or infringement
of any copyright resulting solely from use of the Licensed Sabre Functions or
arising out of or in connection with or by reason of any Claim for
misappropriation, violation or

                                       11
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                                                                    CONFIDENTIAL

infringement of any proprietary rights, trademarks, trade names or service
marks with respect to the use of the Sabre Marks as permitted herein.

     SECTION 15.3   NOTIFICATION OF CLAIM. Each Indemnitee which is entitled
to indemnification will give prompt written notice to the indemnifying Party
of the receipt of any Claim or the commencement of any action which is or may
be covered by the indemnity. Upon receipt of such notice the indemnifying
Party will, at its election, assume the defense thereof, with counsel
acceptable to the Indemnitee, and the Indemnitee will, if required for the
purpose of such proceedings, lend its name to the proceedings. The Indemnitee
will not compromise or settle any such Claim nor any proceedings pursuant
thereto without the indemnifying Party's prior written consent. In general,
in the event of any third party Claims against either Party related to the
Licensed Sabre Functions or other subject matter of this Agreement, the
unaffected Party will provide all reasonable assistance (without significant
costs or devotion of resources) and access to documents and information that
the affected Party may request to resolve the Claim.

                                     ARTICLE 16
                         GOVERNING LAW; DISPUTE RESOLUTION

     SECTION 16.1   GOVERNING LAW.  This Agreement will be governed by, and
construed and interpreted under, the laws of Texas without regard to any
conflicts of law rules.

     SECTION 16.2   ALTERNATIVE DISPUTE RESOLUTION.  Any Dispute will be
resolved in accordance with the ADR Procedures set forth in ANNEX B to this
Agreement.

     SECTION 16.3   CHOICE OF FORUM.  For any actions to enforce arbitral
awards issued in accordance with ANNEX B to this Agreement or to enforce the
Parties' compliance with the ADR Procedures in ANNEX B to this Agreement,
each Party consents to the exclusive jurisdiction of the competent courts in
Fort Worth, Texas, U.S.A.  Each Party irrevocably waives any objection it may
now or hereafter have as to the venue of any such action or proceeding
brought in any such court or that such court is an inconvenient forum.  Each
Party hereby waives personal service of process and consents that service of
process upon it may be made by certified or registered mail, return receipt
requested, at its address specified or determined in accordance with SECTION
17.1.  Nothing herein will affect the right to serve process in any other
manner permitted by law.

                                     ARTICLE 17
                                   MISCELLANEOUS

     SECTION 17.1   NOTICES.  Any notice or communication required or
permitted to be given or made to a Party under this Agreement must be typed
in English and personally delivered to the office of the person identified
below or delivered by registered mail with confirmed receipt (postage
prepaid) or air courier or by telex, facsimile, cable, or telegram with
confirmation copy dispatched simultaneously by registered mail (or airmail if
overseas) with confirmed receipt (postage prepaid) to the following addresses:

If to Sabre:
               Sabre Inc.
               MD 4204
               4255 Amon Carter Boulevard
               Fort Worth, Texas 76155

                                       12
<PAGE>

                                                                    CONFIDENTIAL


               URGENT ATTN: General Counsel
               Telecopy: (817) 967-1215


If to Customer:
               Travelocity.com LP
               4200 Buckingham Blvd.
               P.O. Box 1400
               Fort Worth, Texas 76155
               URGENT ATTN: General Counsel
               Telecopy: (817) 967-1215


Notices delivered in the foregoing manner will be deemed effective on (i) the
day received if delivered personally or sent by courier; (ii) the Business
Day at the location of the recipient following the day received if sent by
facsimile, cable, telex or telegram, or (iii) the fourteenth (14th) day
following the date of dispatch by registered mail.

     SECTION 17.2   TITLES AND CAPTIONS.  All article and section titles or
captions in this Agreement are for convenience only.  They will not be deemed
part of this Agreement and in no way define, limit, extend, or describe the
scope or intent of any of their provisions.

     SECTION 17.3   BINDING EFFECT; ASSIGNMENT.  This Agreement will be
binding upon and inure to the benefit of the Parties and their successors and
permitted assigns.  Customer may not assign this Agreement without the prior
written consent of Sabre and any attempted assignment in contravention hereof
will be null and void AB INITIO.

     SECTION 17.4   INTEGRATION.  This Agreement and the attachments hereto
constitute the entire agreement of the Parties pertaining to their subject
matter and supersede all prior agreements and understandings pertaining to
that subject matter, and this Agreement may not be amended, supplemented, or
rescinded, except in writing and signed by the authorized representatives of
each of the Parties. This Agreement does not supersede the other agreements
being executed by the Parties contemporaneously with the execution of this
Agreement, including the Information Technology Services Agreement,
Noncompetition Agreement, and Intellectual Property Agreement.

     SECTION 17.5   SURVIVAL.  Notwithstanding anything to the contrary
contained herein, the rights and obligations under Sections 2.3, 5.1, 6.4,
9.1, 9.3, 9.7 and 10.2 and Articles 13 through 17 will survive the
termination of this Agreement for any reason whatsoever.  Termination of this
Agreement for any cause will not release any Party from any liability, duty,
or obligation which at the time of termination has already accrued to any
other Party or which thereafter may accrue in respect of any act or omission
prior to such termination, nor will any such termination thereof affect in
any way the survival of any right, liability, duty, or obligation of the
Parties which is intended, expressly or impliedly, in accordance with the
terms of this Agreement to survive the termination hereof.

     SECTION 17.6   NO THIRD PARTY BENEFICIARIES.  Except as specifically
provided therein, no provision of this Agreement will be for the benefit of
or be enforceable by third persons, including creditors of any Party.

                                       13
<PAGE>

                                                                    CONFIDENTIAL

     SECTION 17.7   NO PARTNERSHIP.  The Parties do not intend this Agreement
to create a partnership, joint venture or fiduciary relationship or any other
business combination.

     SECTION 17.8   WAIVER.  A waiver of a breach or other non-performance of
any covenant, duty, agreement, or condition of this Agreement will not be
asserted against a Party unless such waiver is in writing and signed by such
Party.  Failure by any Party to insist upon the strict performance of or to
exercise any right or remedy consequent upon the breach of any covenant,
duty, agreement, or condition of this Agreement will not constitute a waiver
of that or any other failure to perform or breach of that or any other
covenant, duty, agreement, or condition.  No waiver of a breach of any
provision of this Agreement by either Party will constitute a waiver of any
subsequent breach of the same or any other provision thereof.

     SECTION 17.9   MULTIPLE ORIGINALS. This Agreement may be executed in
counterparts or multiple originals, all of which together will constitute one
agreement binding on each Party.

     SECTION 17.10  INVALIDITY OF PROVISIONS.  Except as specifically
provided in SECTION 17.13, any provision of this Agreement is or becomes
wholly or partly invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions will continue in force
unaffected, and the Parties will meet as soon as possible and negotiate in
good faith upon a replacement provision that is legally valid and that as
nearly as possible achieves the objectives of this Agreement and produces an
equivalent economic effect.  A replacement provision will apply as of the
date that the replaced provision had become invalid, illegal, or
unenforceable. If the Parties cannot reach agreement after good faith
negotiations, a Party may invoke the arbitration procedures hereunder, and
the arbitrators will have the authority to determine a replacement provision
that is legally valid and that as nearly as possible achieves the objectives
of this Agreement and produces an equivalent economic effect; provided,
however, that such determination may not materially increase the payment or
performance obligations of either Party.

     SECTION 17.11  COMPLIANCE WITH LAWS. The Parties will comply with all
applicable laws and no Party will perform any act, or be obligated to perform
any act that could either (i) result in any violation of any applicable law
or any regulation, rule, directive, or policy  of any Governmental Authority
or (ii) result in any fine, penalty, retaliation or sanction being imposed on
any other Party, or their respective Affiliates.

     SECTION 17.12  FORCE MAJEURE.  Except for the obligations to make
payment herewith, neither Party will be liable to the other in the event and
to the extent that performance by such Party is delayed or prevented by FORCE
MAJEURE; provided that in the event any failure to pay results from a FORCE
MAJEURE preventing the actual transfer of funds (E.G., failure of
communication lines for transfer of funds) such obligation to pay will be
suspended until such time as that particular FORCE MAJEURE preventing the
transfer of funds ends.  The Party claiming the existence of a FORCE MAJEURE
will give notice to the other Party as soon as practicable of the existence
of the FORCE MAJEURE and will use commercially reasonable efforts to bring
the FORCE MAJEURE to an end as soon as possible.  If the FORCE MAJEURE
continues for a period of [TEXT OMITTED -CONFIDENTIAL TREATMENT REQUESTED],
the other Party will have the right, but not the obligation, to terminate
this Agreement upon [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] written
notice.

     SECTION 17.13  SUBSEQUENT ACTS OF GOVERNMENT. In the event that there is
any change in the statutes of the United States of America or other location
governing the economic regulation of air transportation, or the sale thereof,
or governing the provision or operation of

                                       14
<PAGE>

                                                                    CONFIDENTIAL

Computerized Reservations Systems, or in the applicable rules, regulations,
or orders of the U.S. Department of Transportation, or of any other United
States or other government agency or department having jurisdiction over air
transportation or the sale thereof or GDSs, which causes any diminution of
Sabre's ownership of the Sabre System, or which materially increases either
Party's payment or performance obligations under this Agreement, or which
otherwise materially impairs the benefits to either Party under this
Agreement, then the Parties will commence consultation within thirty (30)
days in order to determine what, if any, changes to this Agreement are
necessary or appropriate, including early termination and cancellation of
this Agreement.  If the Parties are unable to agree whether any change or
changes are necessary and proper, or as to the terms of such changes, to this
Agreement in light of the occurrences described above, and such failure to
reach agreement will continue for a period of [TEXT OMITTED -CONFIDENTIAL
TREATMENT REQUESTED] following the commencement of the consultations, then
the Party adversely affected by such change may terminate this Agreement upon
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] prior written notice.

     SECTION 17.14  ACQUISITIONS.  If at any time during the term of the
Agreement, Customer purchases or otherwise acquires all of the assets of any
travel agency, or other Person, which utilizes the Sabre System, then such
travel agency, or other Person, shall be bound by the terms and conditions as
set forth in the Agreement in lieu of the terms and conditions set forth in
the other agreement then governing such Person's utilization of the Sabre
System. Notwithstanding the foregoing, all outstanding receivables at the
time of acquisition by Customer must be paid to Sabre prior to inclusion of
the acquired locations and/or equipment under the terms of the Agreement,
unless otherwise agreed to by both Parties.  Customer and the acquired Person
must both notify Sabre in writing of the acquisition and must provide at a
minimum (i) the pseudo city code of acquired location(s), (ii) total number
of productive devices being acquired, and (iii) the effective date of the
acquisition.

                                        *****















                                       15
<PAGE>

                                                                    CONFIDENTIAL

IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to
be executed as of the date first written above.

                              SABRE INC.


                              By:    /s/ Jeffrey M. Jackson
                                 ---------------------------------------
                              Name:      Jeffrey M. Jackson
                                   -------------------------------------
                              Title:     Sr. V.P. and CFO
                                    ------------------------------------



                              TRAVELOCITY.COM LP

                              By: TRAVELOCITY HOLDINGS, INC.,
                                   ITS GENERAL PARTNER



                              By:    /s/ Jeffrey M. Jackson
                                 ---------------------------------------
                              Name:      Jeffrey M. Jackson
                                   -------------------------------------
                              Title:     Sr. V.P. and CFO
                                    ------------------------------------




                                       16

<PAGE>

                                                                    CONFIDENTIAL

                                      ANNEX A
                                DEFINITION APPENDIX

1.   RULES OF OTHER INTERPRETATION.  The following rules of interpretation
apply to the Agreement, and are by this referenced incorporated into the
Agreement:

     1.1  the word "or" is not exclusive and the words "include" and "including"
          are not limiting;

     1.2  the words "hereby", "herein", "hereof", "hereunder" or other words of
          similar meaning refer to the entire Agreement;

     1.3  a reference to any agreement or other contract includes permitted
          supplements, amendments and restatements;

     1.4  a reference to a law includes any amendment or modification to such
          law and any rules or regulations promulgated thereunder or any law
          enacted in substitution or replacement therefor;

     1.5  a reference to a Person includes any permitted successors and assigns;

     1.6  a reference to an Article, Section, Annex, Exhibit or Schedule which
          does not specify a particular agreement is to the relevant Article,
          Section, Annex, Exhibit or Schedule of the Agreement;

     1.7  a reference to an Article includes all Sections and subsections
          contained in such Article, and a reference to a Section or subsection
          includes all subsections of such Section or subsection;

     1.8  all terms not otherwise defined herein shall have the meaning commonly
          ascribed thereto in the GDS industry.

2.   DEFINITIONS.  As used in the Agreement, the following terms shall have the
following meanings:

     "ADR PROCEDURES" means the alternative dispute resolution procedures
attached as Annex B to the Agreement.

     "AFFILIATE" means, with respect to any entity at any time, any Person that
is controlled by such entity or is under common control with such entity, where
"control" means, with respect to any Person, owning, directly or indirectly,
more than fifty percent (50%) of the capital stock (or other ownership interest,
if not a corporation) of such Person ordinarily having voting rights or
otherwise having the right or ability, by contract or otherwise, to direct the
management and policies of such Person.

     "AGREEMENT YEAR" means, starting on the Effective Date, each consecutive
twelve (12) month period of the Agreement.

                                       17
<PAGE>

                                                                    CONFIDENTIAL

     "BOOKING" means a Segment that obligates a Participant to pay a Booking
Fee to the GDS Operator and that is created in or processed through the GDS,
excluding a Segment canceled prior to the Segment Activity Date.

     "BOOKING FEES" means a fee charged by a GDS Operator to a Participant
pursuant to an agreement with such Participant for participation in the GDS,
as in effect from time to time.

     "BUSINESS DAY" means a day other than Saturday, Sunday, national
holidays in the United States, and December 30 through January 3.

     "CLAIMS" means any and all liabilities, damages, losses, expenses,
claims, demands, suits, fines or judgments including, but not limited to,
attorneys' fees, expert witness costs, court costs and expenses incident
thereto.

     "COMPETITOR GDS" means [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

     "CONFIDENTIAL INFORMATION" means any and all trade secrets, proprietary
and confidential information that is owned (jointly or severally) by a Party
and/or such Party's Affiliate, concerning its past, present or future
research, development, business activities or affairs (including, without
limitation, market intelligence), finances, properties, methods of operation,
processes and/or systems, which are reasonably considered by it to be
confidential.  Such Confidential Information includes, without limitation,
the following: (i) the Sabre System (in the case of Sabre and its
Affiliates); (ii) any and all algorithms, routines, source codes, object
codes, software programs, export programs, computer processing systems and
techniques employed or used by the disclosing Party and any related items
such as specifications, layouts, flow charts, manuals, instruction books, and
other like documentation together with all data and know-how, technical or
otherwise, included therein; (iii) all documents, Databases, files, reports,
drawings, plans, sketches, equipment and the like related to or concerning
past, present or future research, development, business activities or
affairs, prospects, finances, properties, methods of operation, processes
and/or systems of the disclosing Party; (iv) any and all upgrades,
enhancements, improvements, or modifications to the foregoing; (v) PNRs
provided by the disclosing Party; and any information obtained by or supplied
to a GDS Operator arising from the Licensed Sabre Function relating to:
marketing, sales and commercial data, reports, comparative information,
analysis, statistics and statistical reports beyond information which the GDS
Operator is obliged to furnish to a Participant under the applicable rules of
any aviation or governmental authority governing the use of a GDS when
invoicing such Participant; (vi) any information, including, the Licensed
Sabre Function functional specifications, that is jointly developed by the
Parties during the term of the Sabre License Agreement; and (vii) the terms
of this Agreement. Notwithstanding the foregoing, the following will not
constitute "Confidential Information" for the purposes of the Agreement: (a)
information which was already in the receiving Party's possession prior to
the date of the Agreement (unless the receiving Party is prohibited from
disclosing such information to a Person other than the receiving Party by a
contractual, legal or fiduciary obligation to the disclosing Party) or that
is independently developed by the receiving Party without the use of any
Confidential Information of the disclosing Party; (b) information that is
obtained from a third party who, insofar as is known to the receiving Party,
is not prohibited from transmitting the information to the receiving Party by
a contractual, legal or fiduciary obligation to the disclosing Party; and (c)
information which is or which becomes generally available to the public,
other than as a result of disclosure by the receiving Party.

                                       18
<PAGE>

                                                                    CONFIDENTIAL

     "CONSOLIDATOR" means a Person that purchases or otherwise obtains travel
inventory from a Vendor at rates not generally available to travel agents
directly from the Vendor.

     "CURE PERIOD" means a period which expires
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after receipt of written
notice of an Event of Default from a non-defaulting Party.

     "CUSTOMER" means Travelocity.com LP, a limited partnership organized and
existing under the laws of the State of Delaware, U.S.A. and having its
principal office at 4200 Buckingham Blvd., Fort Worth, Texas.

     "CUSTOMER COMMUNICATION NETWORK" means all communications line circuits
and equipment located between Customer and the Sabre Central Site.

     "CUSTOMER INDEMNITEES" means Customer and its Affiliates and their
respective directors, officers, employees and agents.

     "CUSTOMER MARKS" means all trademarks, service marks, trade names, logos
and trade dress and to identify or market Customer's products and services.

     "DATABASE" means a set of computer data files used in or generated by
the operation of a GDS.

     "DISPUTE" means any dispute, claim or controversy of any kind or nature
arising under or in connection with the Agreement and any related agreements
between any of the Parties.

     "DOLLARS" or "$" means the lawful currency of the United States of
America.

     "EFFECTIVE DATE" means March 7, 2000, at a time on such date immediately
after giving effect to the consummation of the transactions described in that
Bill of Contribution, Assignment and Assumption Agreement, dated March 7,
2000, between Sabre Inc. and Travelocity.com LP.

     "END USERS" means individuals who desire to create their own personal
Bookings and/or have their Bookings made through Customer.

     "EVENT OF DEFAULT" has the meaning assigned to that term in SECTIONS
12.4 AND 12.5 of the Agreement.

     "FEES" has the meaning assigned to that term in SECTION 10.1 of the
Agreement.

     "FORCE MAJEURE" means acts of God, war, warlike conditions, strikes or
other labor disputes, work stoppage, fire, flood, valid or invalid acts of
government or any other cause, whether similar or dissimilar, beyond the
reasonable control of the Party.

     "GDS" or "GLOBAL DISTRIBUTION SYSTEM" means a computer system which
collects, stores, processes, displays and distributes information concerning
air and ground transportation, lodging and other travel related products and
services offered by system Participants and which enables users of the GDS
to, among other things, (i) reserve or otherwise confirm the use of, or make
inquiries or obtain information in relation to, such products and services,
and/or (ii) issue tickets for the acquisition or use of such products and
services.

                                       19
<PAGE>

                                                                    CONFIDENTIAL

     "GDS OPERATOR" means a Person who operates, markets or distributes a GDS.

     "GOVERNMENTAL AUTHORITY" means any:

          (a)  nation, state, county, city, town, village, district, or other
     jurisdiction of any nature;

          (b)  federal, state, local, municipal, foreign, or other government;

          (c)  governmental or quasi-governmental authority of any nature
     (including any governmental agency, branch, department, official, or entity
     and any court or other tribunal);

          (d)  multi-national organization or body; or

          (e)  body exercising, or entitled to exercise, any administrative,
     executive, judicial, legislative, police, regulatory, or taxing authority
     or power of any nature.

     "INDEMNITEE" means, collectively, the Sabre Indemnitees and the Customer
Indemnitees.

     "INFORMATION TECHNOLOGY SERVICES AGREEMENT" means that certain Information
Technology Services Agreement, dated the date hereof, between Sabre and
Customer.

     "LICENSE" means the rights granted pursuant to SECTION 2.1 of the
Agreement.

     "LICENSED SABRE FUNCTIONS" means all existing and future Sabre Host
Functions, including Subscriber Sabre, Professional Sabre, WorldFare, SHAARP
Plus, CARS Plus, FLIFO, and Vendor reservations, and including any Sabre
Enhancements.

     "MESSAGE" means a grouping of up to [TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED] characters, or such other number of characters that is Sabre's
standard message length for Sabre's customers generally, transmitted to the
Sabre System whether such transmission is made in the Sabre System through
manual or automated means.  Each such transmission to the Sabre System from
Customer constitutes one Message.

     "PARTICIPANT" means a Vendor which has an agreement with a GDS Operator for
the display of information regarding its products or services in such Operator's
GDS.

     "PARTICIPATION AGREEMENT" means the form of agreement between Sabre and a
Vendor for the sale of such Vendor's travel products or the distribution of its
information through the Sabre System which may be in effect from time to time.

     "PARTY" means each of the signatories to the Agreement, as the case may be,
and their permitted successors and assignees.

     "PERSON" means any individual, corporation, limited liability company,
partnership, firm, joint venture, association, joint-stock company, trust,
estate, unincorporated organization, Governmental Authority or other entity.

     "PNR" means a passenger name record residing on a GDS.

                                       20
<PAGE>

                                                                    CONFIDENTIAL

     "PROHIBITED SEGMENT" means a Segment for which no corresponding space
has been reserved within the transporting carrier's internal reservation
system.

     "SABRE" means Sabre Inc., a corporation organized and existing under the
laws of the State of Delaware, U.S.A. and having its principal office at 4255
Amon Carter Boulevard, Fort Worth, Texas 76155, U.S.A.

     "SABRE CENTRAL SITE" means Sabre's data processing operation and
computer facilities located in Tulsa, Oklahoma or such other location or
locations as may be determined by Sabre from time to time.

     "SABRE ENHANCEMENTS" means any improvements, enhancements or
modifications to the Licensed Sabre Functions.

     "SABRE HOST FUNCTIONS" means Sabre GDS software functions for which the
implementing software resides on the Sabre Central Site.

     "SABRE INDEMNITEES" means Sabre and its Affiliates and their respective
directors, officers, employees and agents.

     "SABRE LICENSEE" means a Person that has entered into an agreement to
utilize the Sabre System for the purpose of making Bookings or any other
transactions.

     "SABRE MARKS" means all trademarks, service marks, trade names, logos
and trade dress used to identify or market the Sabre GDS, in any form, and
the Sabre System.

     "SABRE PARTICIPANT" means a Vendor that has entered into a Sabre
Participation Agreement.

     "SABRE SYSTEM" means Sabre's GDS which collects, stores, processes,
displays and distributes information through computer terminals concerning
air and ground transportation, lodging and other travel related products and
services offered by Vendors and which enables (i) Sabre Licensees or their
End Users to reserve or otherwise confirm the use of, or make inquiries or
obtain information in relation to, such products and services and/or (ii)
Sabre Licensees to issue tickets for the acquisition or use of such products
and services.

     "SEGMENT" means: (a) for airline Bookings, each separate flight segment
reservation identified by a separate flight number in a PNR, multiplied by
the number of passengers booked in such PNR for such flight segment; (b) for
hotel Bookings, each separate reservation that is processed through Sabre
SHAARP with an action code status HK, KK or KL regardless of the number of
rooms, suites or other accommodations or the number of persons or the
duration of the stay; (c) for car rental Bookings, each separate reservation
that is processed through Sabre CARS with an action code status HK, KK or KL
regardless of the number of vehicles or persons or the duration of the
rental; and (d) for any other product or service, each separate reservation
for such product or service that is processed through Sabre with an action
code status HK, KK or KL regardless of the number of products or services or
the number of persons or the duration of the products or services. The term
Segment does not include Prohibited Segments.

     "SEGMENT ACTIVITY DATE" means the date listed in a PNR as the date of
travel or other use for the relevant Segment.

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                                                                    CONFIDENTIAL

     "SHELL BOOKINGS" means a Booking that is placed with a false name in
anticipation of filling the Booking with another person later.

     "SPECULATIVE BOOKINGS" means a Booking made without the intent of
traveling, such as booking more than an End User plans to use, or booking one
person for two flights at the same time.

     "TAXES" means any present or future taxes (including taxes denominated
as income taxes, franchise taxes, corporation taxes, withholding taxes, gross
receipts taxes, excise taxes (including federal excise taxes), doing business
taxes, capital taxes, net worth taxes, asset taxes, social security or social
contribution taxes, stamp taxes, transaction taxes, transfer taxes,
telecommunications taxes and assessments, exchange taxes, documentary taxes,
sales taxes, use taxes, or value added taxes), levies, imposts, duties, fees,
assessments or other Fees, and all interest, penalties or similar liabilities
with respect thereto, of whatever nature now or hereafter imposed by any
jurisdiction or any Governmental Authority.

     "TERMINAL ADDRESS" means an assigned concurrent communication session
between Customer and the Sabre System through which Customer is capable of
accessing the Sabre System.

     "TERMINATION ASSISTANCE" means the following services: (a)  Sabre will
continue to perform any or all of the services then being performed by Sabre
under this Agreement; (b) Sabre will develop, with the assistance of
Customer, a plan for the transition of the services from Sabre to Customer or
Customer's designee; and (c) Sabre will assist Customer with the transition
of services from Sabre to Customer or Customer's designee.

     "TRAVEL SERVICE SEGMENT" means a Sabre System Booking with an action
status code of GK, GL, BK, BL, HN, YK, HK*, or HL*.

     "VENDOR" means any air carrier (including all scheduled, charter,
domestic and international airlines), car rental company, surface
transportation carrier, hotel or lodging provider, railroad, steamship
company, cruise or tour operator or other vendor of travel-related products,
information or services (but excluding any such Person while operating as a
travel agency or any such person operating as a GDS).











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                                                                    CONFIDENTIAL

                                      ANNEX B
                             DISPUTE RESOLUTION PROCESS

1.   CERTAIN DEFINITIONS

THIS SECTION 1 SETS FORTH CERTAIN DEFINITIONS USED IN THIS DISPUTE RESOLUTION
PROCESS.  OTHER CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN HAVE THE MEANINGS
ASCRIBED TO THEM IN THE AGREEMENT.

ARBITRATION RULES
The rules of the American Arbitration Association ("AAA") in effect on the date
of the commencement of the arbitration.

QUALIFICATIONS
Having extensive knowledge or experience, or both, regarding information
technology services similar to the services that are the subject of the Dispute,
and fluent in English.

2.   DISPUTE RESOLUTION PROCEDURE.

     (a)  GENERAL PROCEDURE.

          The Parties shall resolve all Disputes in accordance with this
          procedure:

          (i)  Either Party may submit the Dispute to mediation as outlined in
               Section 3 of this Annex.

          (ii) If a Dispute is not resolved by mediation, then either Party may
               submit the Dispute to binding arbitration in accordance with
               Section 4 of this Annex.

          Parties within [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after
          receipt of written notice by one Party from the other that a Dispute
          exists, the Dispute shall, at the written request of either Party, be
          submitted to mediation as outlined in Section 4 of this Schedule.

3.   MEDIATION.

The mediation of an unresolved Dispute shall be conducted in this manner:

     (a)  Either Party may submit the Dispute to mediation by giving notice of
          mediation to the other Party.  The Parties shall attempt to agree
          promptly after that notice is given upon and appoint a sole mediator
          who has the Qualifications.

     (b)  If the Parties are unable to agree upon a mediator within [TEXT
          OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after the date the Dispute
          is submitted to mediation, either Party may request the Dallas, Texas
          office of the AAA to appoint a mediator who has the Qualifications.
          The mediator so appointed shall be deemed to have the Qualifications
          and to be accepted by the Parties.

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                                                                    CONFIDENTIAL

     (c)  The mediation shall be conducted in Dallas, Texas at a place and a
          time agreed by the Parties with the mediator, or if the Parties cannot
          agree, as designated by the mediator.  The mediation shall be held
          within [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after the
          mediator is appointed.

     (d)  If either Party has substantial need for information from the other
          Party in order to prepare for the mediation, the Parties shall attempt
          to agree on procedures for the formal exchange of information; if the
          Parties cannot agree, the mediator's determination shall be effective.

     (e)  Each Party shall be represented in the mediation by a natural person
          with authority to settle the Dispute on behalf of that Party and, if
          desired by that Party, by counsel for that Party. The Parties'
          representatives in the mediation shall continue with the mediation as
          long as the mediator requests.

     (f)  Unless otherwise agreed by the Parties, each Party shall pay one-half
          of the mediator's fees and expenses and shall bear all of its own
          expenses in connection with the mediation.   Neither Party may employ
          or use the mediator as a witness, consultant, expert, or counsel
          regarding the Dispute or any related matters.

4.   ARBITRATION.

The arbitration of an unresolved Dispute shall be conducted in this manner:

     (a)  Either Party may begin arbitration by filing a demand for arbitration
          in accordance with the Arbitration Rules.  The Parties shall attempt
          to agree upon and appoint a panel of three (3) arbitrators promptly
          after that demand is filed.  Each of those arbitrators must have the
          Qualifications unless otherwise agreed by both Parties.

     (b)  If the Parties are unable to agree upon any or all of the
          arbitrators within [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
          after the demand for arbitration was filed (and do not agree to an
          extension of that ten-day period), then each Party shall designate
          one arbitrator with Qualifications and the AAA shall designate a
          third, if possible, with Qualifications; nevertheless, such arbitrator
          so appointed shall be deemed to have the Qualifications and to be
          accepted by the Parties as part of the panel.

     (c)  The arbitration shall be conducted in Dallas, Texas at a place and a
          time agreed by the Parties with the panel, or if the Parties cannot
          agree, as designated by the panel.  The panel may, however, call and
          conduct hearings and meetings at such other places as the Parties may
          agree or as the panel may, on the motion of one Party, determine to be
          necessary to obtain significant testimony or evidence.

     (d)  The Parties shall attempt to agree upon the scope and nature of any
          discovery for the arbitration.  If the Parties do not agree, the panel
          may authorize any and all forms of discovery, including depositions,
          interrogatories, and document production, upon a showing of
          particularized need that the requested discovery is likely to lead to
          material evidence needed to resolve the Dispute and is not excessive
          in scope, timing, or cost.



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                                                                    CONFIDENTIAL

     (e)  The arbitration shall be subject to the Federal Arbitration Act and
          conducted in accordance with the Arbitration Rules to the extent they
          do not conflict with this Section 4.  The Parties and the panel may,
          however, agree to vary the provisions of this Section 4 or the matters
          otherwise governed by the Arbitration Rules.

     (f)  The panel has no power to:

          (i)   rule upon or grant any extension, renewal, or continuance of the
                Agreement;

          (ii)  award remedies or relief either expressly prohibited by the
                Agreement or under circumstances not permitted by the Agreement;
                or

          (iii) grant provisional or temporary injunctive relief before
                rendering the final decision or award.

     (g)  Unless the Parties otherwise agree, all Disputes regarding or related
          to the same topic or event that are subject to arbitration at one time
          shall be consolidated in a single arbitration proceeding.

     (h)  A Party or other person involved in an arbitration under this Section
          4 may join in that arbitration any person other than a Party if:

          (i)   the person to be joined agrees to resolve the particular dispute
                or controversy in accordance with this Section 4 and the other
                provisions of this Schedule applicable to arbitration; and

          (ii)  the panel determines, upon application of the person seeking
                joinder, that the joinder of that other person will promote the
                efficiency, expedition, and consistency of the result of the
                arbitration and will not unfairly prejudice any other Party to
                the arbitration.

     (i)  The arbitration hearing shall be held within [TEXT OMITTED -
          CONFIDENTIAL TREATMENT REQUESTED] after the appointment of the panel.
          Upon request of either Party, the panel shall arrange for a
          transcribed record of the arbitration hearing, to be made available to
          both Parties.

     (j)  The panel's final decision or award shall be made within [TEXT OMITTED
          - CONFIDENTIAL TREATMENT REQUESTED] after the hearing.  That final
          decision or award shall be made by unanimous or majority vote or
          consent of the arbitrators constituting the panel, shall be deemed
          issued at the place of arbitration and shall be made in U.S. dollars.
          The panel shall issue a reasoned written final decision or award based
          on the Agreement and Texas law; the panel may not act according to
          equity and conscience or as an amicable compounder or apply the law
          merchant.

     (k)  The panel's final decision or award may include:

          (i)   recovery of general damages to the extent permitted by the
                Agreement (but not consequential, exemplary or punitive
                damages); or

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                                                                    CONFIDENTIAL

          (ii)  injunctive relief in response to any actual or threatened breach
                of the Agreement or any other actual or threatened action or
                omission of a Party under or in connection with the Agreement.

     (l)  The panel's final decision or award shall be final and binding upon
          the Parties, and judgment upon that decision or award may be entered
          in any court having jurisdiction over either or both of the Parties or
          their respective assets.  The Parties specifically waive any right
          they may have to apply or appeal to any court for relief from the
          preceding sentence or from any decision of the panel made, or any
          question of law arising, before the final decision or award; and the
          Parties shall not dispute nor question the validity of such award
          before any regulator or other authority in any jurisdiction where
          enforcement action is taken by the Party or Parties in whose favor the
          award was rendered.  If any decision by the panel is vacated for any
          reason, the Parties shall submit that Dispute to a new arbitration in
          accordance with this Section 4.

     (m)  Each Party shall pay one-half of the arbitrators' fees and expenses,
          and shall bear all of its own expenses in connection with the
          arbitration.  The panel has the authority, however, to award recovery
          of all costs and fees (including attorneys' fees, administrative fees
          and the panel's fees and expenses) to the prevailing Party in the
          arbitration.

5.   RECOURSE TO COURTS.

Nothing in this Annex limits the right of either Party to apply to a court or
other tribunal having jurisdiction to:

     (a)  enforce this Annex, including the agreement to arbitrate in this
          Annex;

     (b)  seek provisional or temporary injunctive relief, in response to an
          actual or impending breach of the Agreement so as to avoid irreparable
          damage or maintain the status quo, until a final arbitration decision
          or award is rendered or the Dispute is otherwise resolved; or

     (c)  challenge or vacate any final arbitration decision or award that does
          not comport with Section 4 of this Annex.

6.   SUBMISSION TO JURISDICTION.

EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE FEDERAL COURTS OF THE
UNITED STATES AND THE STATE COURTS OF TEXAS LOCATED IN FORT WORTH.  EACH PARTY
WAIVES ANY DEFENSE OR CHALLENGE TO THAT JURISDICTION BASED ON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE, OR INCONVENIENCE OF FORUM.

7.   CONFIDENTIALITY.

The proceedings of all negotiations, mediations, and arbitrations shall be
privately conducted.  The Parties shall keep confidential all conduct,
negotiations, documents, decisions, and awards in connection with those
proceedings under this Annex.

8.   EXCLUSIVE REMEDY.


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<PAGE>

                                                                    CONFIDENTIAL

Other than those matters involving injunctive or other extraordinary relief
or any action necessary to enforce the award of the arbitrator, the Parties
agree that the provisions of this Annex are a complete defense to any suit,
action or other proceeding instituted in any court or before any
administrative tribunal with respect to any Dispute.  Nothing in this Annex
prevents the Parties from exercising their rights to terminate the Agreement
in accordance with the Agreement.

9.   CONTINUED PERFORMANCE; ESCROW ACCOUNT.

UNLESS (a) SABRE HAS COMMENCED A PROCEEDING OR HAS PRESENTED A CLAIM FOR
NONPAYMENT BY CUSTOMER OF AMOUNTS DUE UNDER THE AGREEMENT, AND CUSTOMER DOES
NOT PROMPTLY PAY ALL AMOUNTS IN DISPUTE INTO THE ESCROW ACCOUNT REFERRED TO
BELOW, OR (b) THE AGREEMENT HAS BEEN TERMINATED IN ACCORDANCE WITH THE
AGREEMENT, SABRE WILL CONTINUE TO PROVIDE THE SERVICES DURING ANY DISPUTE
RESOLUTION PROCEEDINGS (WHETHER INFORMAL OR FORMAL) COMMENCED PURSUANT TO
THIS ANNEX AND CUSTOMER WILL CONTINUE TO PERFORM ITS OBLIGATIONS (INCLUDING
THE MAKING OF PAYMENTS TO SABRE) IN ACCORDANCE WITH THE AGREEMENT.  UP TO THE
MAXIMUM AMOUNT IN DISPUTE, ANY DISPUTED PAYMENT WILL BE PAID PENDING
RESOLUTION OF THE DISPUTE INTO AN ESCROW ACCOUNT THAT IS STRUCTURED BY
AGREEMENT OF THE PARTIES OR, IF AGREEMENT CANNOT BE REACHED, AS DIRECTED BY
THE MEDIATOR OR ARBITRATOR, AS THE CASE MAY BE, ENGAGED IN ACCORDANCE WITH
THIS SCHEDULE.  ANY SUCH ESCROW ACCOUNT WILL PROVIDE FOR THE PAYMENT OF
INTEREST ON THE AMOUNTS DEPOSITED THEREIN, AND THE PARTIES (IF THE DISPUTE IS
RESOLVED INFORMALLY) OR THE MEDIATOR OR ARBITRATOR, AS THE CASE MAY BE (IF
THE DISPUTE IS RESOLVED FORMALLY), WILL MAKE THE DETERMINATION REGARDING
DISTRIBUTION OF SUCH DEPOSITED AMOUNTS PLUS INTEREST.  IF CUSTOMER FAILS TO
ESCROW DISPUTED PAYMENTS AS REQUIRED BY THE AGREEMENT, SABRE MAY APPLY TO ANY
COURT OF COMPETENT JURISDICTION TO SEEK INJUNCTIVE RELIEF FOR SUCH FAILURE
AND WILL HAVE THE RIGHT TO TERMINATE THE AGREEMENT IN ACCORDANCE WITH THE
AGREEMENT.

10.  OTHER.

     (a)  U.N. CONVENTION.

          The enforcement of any arbitral award will be in accordance with and
          governed by the United Nations Convention on the Recognition and
          Enforcement of Foreign Arbitral Awards.

     (b)  LANGUAGE.

          Negotiations, mediations and arbitrations will be conducted in the
          English language.








                                       27
<PAGE>

                                                                    CONFIDENTIAL

                                      ANNEX C
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]






























                                       28
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                                                                    CONFIDENTIAL

                                     SCHEDULE 1
                                  FEES AND CHARGES


1.   BOOKING PAYMENT.  For Bookings made in the Sabre System by or through
Customer (including by Customer's End users), Sabre will pay Customer a
Booking payment ("BOOKING PAYMENT"), on a monthly basis, as follows:

     [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

2.   PNR REFERRAL PAYMENT.  In the event Customer refers PNRs created in the
Sabre System to a Sabre travel agency for ticketing and in lieu of paying the
Booking Payment and the Marketing Payment, Sabre will pay Customer a PNR
referral payment ("PNR REFERRAL PAYMENT"), on a monthly basis, equal to
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] per referred PNR.

3.   MESSAGE FEES.  Sabre will charge, and Customer will pay, Message fees
("MESSAGE FEES") under this Agreement.  Message Fees for each month under this
Agreement will be based on [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

      (a)  For the initial Agreement Year, the per Message rates for the
following message categories ("INITIAL MESSAGE CATEGORIES") will be as follows:

          (i)  "basic" (all non-pricing Messages including availability and
PNR): [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED];
          (ii)  "fare pricing" (including FareQuote and FareLed): [TEXT OMITTED
- CONFIDENTIAL TREATMENT REQUESTED]; and
          (iii) "search pricing" (including Trip Search and BargainFinder Plus):
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].

                See Attachment A for additional detail on the Initial Message
     Categories.

For each subsequent Agreement Year thereafter, the per Message rates for each
Initial Message Category will equal the lesser of  [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED]

      (b) In the event Sabre develops in good faith new message categories other
than the Initial Message Categories, or changes the composition of the Initial
Message Categories, Sabre may implement and charge Customer at Sabre's
then-existing prevailing rates, for such new or modified message categories, so
long
as Sabre provides Customer with [TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED] advance written notice thereof. [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED]
4.   TERMINAL ADDRESS FEES. For the initial Agreement Year, Sabre will charge,
and Customer will pay, a monthly fee of [TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED]
per Terminal Address ("TA FEES").  For each subsequent Agreement Year
thereafter, Sabre will charge, and Customer will pay, per Terminal Address, TA
Fees equal to the lesser of [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].
If Sabre later implements, for its customers generally, a cost recovery system
that is not based upon the number of Terminal Addresses, then (following written
notice to Customer) Sabre's charges, and Customer's payments, under this
Paragraph 5 will be modified by Sabre to be consistent with the new cost
recovery system.


                                       1
<PAGE>

                                                                    CONFIDENTIAL

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

7.   BELOW THRESHOLD PAYMENTS.  In the event Customer does not utilize the Sabre
System for Bookings equal to or greater than the [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED] during a given Agreement Year, then Customer will pay
Sabre, as a liquidated damage and not a penalty, a payment equal to
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].  For purposes of this
paragraph, the "YEARLY VOLUME THRESHOLD" is defined for each Agreement Year
as [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

8.   MARKETING PAYMENT.  In consideration for Customer's performance of its
obligations under Section 7.1 of this Agreement, Sabre will pay Customer a
marketing payment ("MARKETING PAYMENT") based on Sabre System Bookings, on a
monthly basis, as follows:

     (a)  For Sabre System Bookings other than cruise and tour Bookings, Sabre
will pay Customer a per Booking fee equal to [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED]
;

     (b)  For Sabre System cruise Bookings, Sabre will pay Customer a per
Booking fee equal US [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]; and

     (c)  For Sabre System tour Bookings, Sabre will pay Customer a per Booking
fee equal to [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].

9.   TRAINING.  All training provided by Sabre under this Agreement will be
charged to and paid for by Customer at Sabre's prevailing rate.  In addition,
Customer will pay for all associated costs relating to travel, accommodation and
incidental expenses of  Sabre personnel.

10.  IMPLEMENTATION AND CONSULTING FEES AND COSTS.  All labor expended by Sabre
personnel or agents in performing implementation and consulting services under
this Agreement will be charged to and paid for by Customer at the rate mutually
agreed to by the Parties.  In addition, Customer will pay for: (a) all
associated costs relating to travel, accommodation and incidental expenses of
Sabre personnel incurred in connection with performing such implementation and
consulting services; and (b) all non-labor components of such services (e.g.,
equipment or third party software) on a cost plus basis. The parties agree that
all such non-labor components of such services (e.g., equipment or third party
software) purchased by Sabre in furtherance of this Agreement is purchased
solely for resale to Customer.

11.  FEE EXCLUSIONS.  Notwithstanding anything to the contrary in this
Agreement, Sabre will not charge Customer for the services and products listed
below:

     [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


12.  PAYMENTS.  All amounts payable by Sabre to Customer under this Agreement
will be payable within [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]after
the applicable month related to such payment.  All amounts payable by Customer
to Sabre under this Agreement will be due

                                       2
<PAGE>

                                                                    CONFIDENTIAL

and payable within [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]of Sabre's
invoice, without setoff of counterclaim.

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

























                                       3

<PAGE>

                                                                    CONFIDENTIAL

                                    ATTACHMENT A
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]




























                                       4