<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]."

















                         ADMINISTRATIVE SERVICES AGREEMENT

                                      BETWEEN

                                     SABRE INC.

                                        AND

                                 TRAVELOCITY.COM LP


                                   MARCH 7, 2000

<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]."

ADMINISTRATIVE SERVICES AGREEMENT

      THIS ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement"), dated as of
March 7, 2000 (the "Effective Date"), is between TRAVELOCITY.COM LP, a
Delaware limited partnership ("TCY"), and SABRE INC., a Delaware corporation
("Sabre"). Sabre and TCY may each be referred to as a "Party" or collectively
as the "Parties."

                                     BACKGROUND

      WHEREAS, in order to support TCY's ongoing business operations, TCY has
requested that Sabre provide certain administrative services to TCY; and

      WHEREAS, on the terms and subject to the conditions described in this
Agreement, Sabre is willing to provide such services to TCY.

      NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the adequacy of which is
hereby acknowledged, the Parties agree as follows:

                        ARTICLE I.  RELATIONSHIP MANAGEMENT

1.1   DESIGNATION.  TCY designates its Chief Financial Officer as TCY's
      Representative, and Sabre designates its Vice President/Controller as
      Sabre's Representative, upon and after the Effective Date until changed by
      the designating Party.  A Party may change its Representative by Notice to
      the other Party.  A Party may rely on and deal with the Person who is
      designated as the other Party's Representative until Notice of change is
      given by the other Party.

1.2   REPRESENTATIVES' AUTHORITY.  Each Party has authorized its Representative
      to conduct discussions and negotiations, make and communicate decisions,
      frame and pose questions or issues, and resolve Disputes on behalf of that
      Party relating to this Agreement.  Though one Party's employees or agents
      other than its Representative may also take actions of the kinds described
      in the preceding sentence with the other Party's employees or agents other
      than its Representative, matters that require more formal discussions or
      negotiations between the Parties shall be addressed through and by the
      Representatives.  Each Party and its Representative are entitled to rely
      on the actions and decisions of the other Party's Representative relating
      to this Agreement.


                                ARTICLE II. SERVICES

2.1   SERVICES.  Sabre shall render, and TCY shall pay for, the Mandatory
      Services and, to the extent not discontinued in accordance with this
      Agreement, the Optional Services during the effectiveness of this
      Agreement.  The Services are described on the Schedules, which are an
      integral part of this Agreement.  The Services described in Schedule I and
      II are, unless otherwise indicated on such Schedules, Mandatory Services;
      the Services described on the other Schedules are Optional Services.

2.2   ADDING OPTIONAL SERVICES.  At least [TEXT OMITTED - CONFIDENTIAL TREATMENT
      REQUESTED] prior to the beginning of each Sabre fiscal year, TCY may
      request in writing that Sabre perform any of the services listed on the
      attached EXHIBIT C as Optional Services and with respect to which

                                       1
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                                                                CONFIDENTIAL

      the Parties have reached an agreement regarding the nature and scope of
      such additional Optional Services and the period of time during which such
      additional Optional Services will be provided.  Such agreement with
      respect to any additional Optional Services will be set forth in a written
      agreement which will contain the following information, as applicable: (a)
      a reference to this Agreement, which reference will be deemed to
      incorporate all of the provisions of this Agreement; (b) the date as of
      which the provisions of the agreement will become effective and, if
      applicable, the term or period of time during which the services or
      resources referenced therein will be provided; (c) a description of the
      services or resources to be provided by Sabre pursuant to the agreement;
      (d) a description of TCY's responsibilities relating to the agreement; (e)
      the monthly amounts payable for the Optional Service provided, determined
      in a manner consistent with the calculations made pursuant to ARTICLE 4 of
      this Agreement; and (f) any additional provisions that are not otherwise
      set forth in this Agreement or that are exceptions to the provisions set
      forth in this Agreement.

2.3   RECLASSIFICATION OF MANDATORY SERVICES.  A Mandatory Service may be
      reclassified as an Optional Service upon notification of TCY of Sabre's
      determination that Sabre no longer bears, and is not subject to, the
      legal, contractual, and tax-related risks and obligations which made
      necessary or appropriate Sabre's provision of the Mandatory Services to
      TCY.

2.4   MANNER AND PLACE OF PERFORMANCE.  Sabre has full discretion about how and
      where to render each Service as that Service is so described.  Sabre and
      the TCY Companies shall afford access to their respective premises as
      necessary or reasonably appropriate to permit a Service or Task to be
      rendered.

2.5   RECIPIENTS OF SERVICES.  The Services shall be rendered solely to, or for
      the direct benefit of, TCY and the TCY Companies.  Neither TCY nor any TCY
      Company may assign, license, or otherwise transfer or provide, whether for
      or without consideration, any right to any Service, in whole or in part,
      to any Person other than TCY or any TCY Company; provided, however, that
      Sabre shall not be required to provide any Services to or for the benefit
      of a TCY Company unless TCY has Notified Sabre that TCY has acquired
      Control over the TCY Company and Sabre and TCY have negotiated in good
      faith, and executed, a supplement to this Agreement for the purpose of
      modifying the Services, and the Price pertaining to Services, with respect
      to such TCY Company.

2.6   SERVICE SUBCONTRACTS.

      (a)   Sabre may, without any consent or approval of TCY,

            (i)   Subcontract any Service, in whole or in part, to any Person,
                  including any Affiliate of Sabre,

            (ii)  amend any Service Subcontract, or

            (iii) cease to Subcontract any Service, in whole or in part.

            Sabre shall provide reasonable notice to TCY of any material changes
            in Service Subcontracts made after the Effective Date.

      (b)   Sabre shall remain responsible for the rendering to TCY of any
            Service that is Subcontracted, in whole or in part.  Also, except as
            described in SECTION 11.4(b), Sabre shall be solely responsible for
            its obligations to the Subcontractor (including any applicable
            Subcontract Termination Penalty) under each Service Subcontract.

      (c)   If Sabre has subcontracted a Service to AA, and AA changes the scope
            or nature of any Service or Task that it provides to Sabre under the
            relevant Services Subcontract, then, following reasonable notice to
            TCY, Sabre may make a corresponding change in the scope or nature of
            the affected Service or Task.

                                       2
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                                                                CONFIDENTIAL

2.7   INFORMATION REGARDING SERVICES.  Each Party shall make available to the
      other Party any information required or reasonably requested by that other
      Party regarding the performance of any Service and shall be responsible
      for timely providing that information and for the accuracy and
      completeness of that information. But a Party shall not be liable for not
      providing any information that is subject to a confidentiality obligation
      owed by it to a Person other than an Affiliate of it or the other Party.
      A Party shall not be liable for any impairment of any Service caused by
      its not receiving information, either timely or at all, or by its
      receiving inaccurate or incomplete information from the other Party that
      is required or reasonably requested regarding that Service.

2.8   LEGAL SERVICES.  The Service described in one of the Schedules as "legal
      services" consists of Sabre's making the Legal Staff available for
      engagement by TCY and the TCY Companies for their legal matters.  The
      engagement, services, or withdrawal of any of the Legal Staff regarding a
      particular legal matter for TCY or any of the TCY Companies, as well as
      certain of the Prices for those legal services, are governed by and
      subject to the Legal Staff's professional or ethical obligations.

2.9   WARRANTY DISCLAIMER.  SABRE MAKES NO REPRESENTATIONS OR WARRANTIES,
      EXPRESS OR IMPLIED, REGARDING ANY SERVICE OR TASK OTHER THAN AS STATED IN
      THIS AGREEMENT.  SABRE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES,
      INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
      PURPOSE, REGARDING THE SERVICES.


                 ARTICLE III.  DISCONTINUANCE OF OPTIONAL SERVICES

3.1   PROCEDURE.  Either Party may discontinue or terminate any Optional Service
      effective as of June 1 or December 1 of any year by providing six (6)
      months' prior Notice to the other Party (and termination of such Optional
      Service will be effective as of, but not before, the following December 1
      or June 1, respectively and as applicable).  Unless mutually agreed by the
      Parties, neither Party may discontinue or terminate any of the individual
      Tasks which comprise an Optional Service without terminating the entire
      Optional Service. A Notice of discontinuance may refer to more than one
      Optional Service.  Any Optional Service that is the subject of a Notice of
      discontinuance shall continue to be rendered by Sabre until the effective
      date of the discontinuance, and TCY shall pay for that Optional Service
      rendered until that date.  A Party may not unilaterally rescind its Notice
      of discontinuance.

3.2   IMPOSSIBLE OPTIONAL SERVICES.  If either Party reasonably determines that
      the discontinuance of any Optional Service would make it functionally
      impossible to continue any other Optional Service, in whole or in part,
      that Party shall promptly Notify the other of that determination.  Any
      Optional Service that so becomes functionally impossible to render shall
      be deemed discontinued effective upon the date of discontinuance of the
      Optional Service or Optional Services that caused that impossibility.

3.3   TRANSITION ASSISTANCE.  For up to [TEXT OMITTED - CONFIDENTIAL TREATMENT
      REQUESTED] after the effective date of discontinuance of an Optional
      Service, Sabre shall comply with TCY's reasonable requests for assistance
      in TCY's engaging or training another Person or Persons to provide, and
      for records and other information relating to, that discontinued Optional
      Service.  If Sabre discontinues that Optional Service, it shall comply
      with those requests at its own expense.  If TCY discontinues that Optional
      Service, it shall pay for Sabre's compliance with those requests by:

      (a)   reimbursing Sabre all of its resulting reasonable out-of-pocket
            expenses, and

      (b)   paying Sabre for the resulting time or activities of Sabre's
            personnel on a time and materials basis.

                                       3
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                                                                CONFIDENTIAL

      Invoicing and payment for transition assistance shall be in accordance
      with ARTICLE 6.  Sabre may cease providing transition assistance,
      immediately upon Notice to TCY, if TCY has not paid the amount described
      in a Nonpayment Notice by the [TEXT OMITTED - CONFIDENTIAL TREATMENT
      REQUESTED] after the Nonpayment Notice was given.

3.4   REINSTATEMENT OF DISCONTINUED SERVICE.  Neither Party may unilaterally
      reinstate any Optional Service that has been discontinued under this
      Agreement.


                                 ARTICLE IV.  PRICES

4.1   BUDGETED COST ALLOCATION.  The  monthly prices for the Services will be
      determined as follows:

      (a)   Prior to the beginning of each calendar year occurring (in whole or
            part) during the term of this Agreement, Sabre will determine

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

      (b)   For each calendar month during the term of this Agreement, the
            monthly price for each Service shall be determined as follows:

            (i)   The monthly Price for each Optional Service (or Tasks) will be
                  calculated as follows: (a) 1.10 times (b) the Budgeted Service
                  Costs for such category of Optional Service (or Tasks), for
                  the calendar year in which the calendar month occurs [TEXT
                  OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

            (ii)  The monthly Price for each Mandatory Service will be
                  calculated as follows: (a) the Budgeted Service Costs for such
                  category of Mandatory Service for the calendar year in which
                  the calendar month occurs[TEXT OMITTED - CONFIDENTIAL
                  TREATMENT REQUESTED]

       (c)  Sabre will promptly notify TCY of Sabre's determination of Budgeted
            Service Costs and the TCY Allocable Percentage, for each category of
            Services (or Tasks), and permit TCY a reasonable opportunity to
            discuss such determinations with Sabre.

4.2   COST ALLOCATION TRUE-UP.  During each calendar year of the Agreement,
      Sabre will determine, in a manner consistent with its customary practices,
      the costs allocable to TCY's use of Services.  For purposes of the
      remainder of this SECTION 4.2, the costs allocable to TCY's use of
      Optional Services (other than AMR Pass-through Services) will be equal to
      [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]of the costs determined
      pursuant to the preceding sentence.  If either Party believes that, for
      any [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] ending [TEXT OMITTED
      - CONFIDENTIAL TREATMENT REQUESTED]or [TEXT OMITTED - CONFIDENTIAL
      TREATMENT REQUESTED]of any calendar year, the costs allocable to TCY's use
      of Services were at least [TEXT OMITTED - CONFIDENTIAL TREATMENT
      REQUESTED]greater than or less than the amounts paid by TCY during such
      [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED], pursuant to SECTION
      4.1(b) and ARTICLE VI, then such Party may request, within [TEXT OMITTED -
      CONFIDENTIAL TREATMENT REQUESTED] after the end of the period in question,
      Sabre's calculation of such allocable costs and a comparison with such
      amounts paid.  If the calculation confirms a differential between such
      allocable costs and such amounts paid of more than [TEXT OMITTED -
      CONFIDENTIAL TREATMENT REQUESTED] then the Party that benefited from such
      over-payment or underpayment will pay the entire differential (not just
      that portion of the differential that is more than the [TEXT OMITTED -
      CONFIDENTIAL TREATMENT REQUESTED] margin) to the other Party within [TEXT
      OMITTED - CONFIDENTIAL TREATMENT REQUESTED] of the completion of the

                                       4
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                                                                CONFIDENTIAL

      calculation.  In addition, in such event, if the differential between
      actual allocable costs, and amounts paid, during the [TEXT OMITTED -
      CONFIDENTIAL TREATMENT REQUESTED], would likely continue during the next
      [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED], then the Parties shall
      negotiate in good faith to adjust the monthly price for Services, pursuant
      to SECTION 4.1(b), in order to eliminate such differential for the next
      [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].


                           ARTICLE V.  EXPENSES AND TAXES

5.1   EXPENSES.  Each Party shall be solely responsible for its costs and
      expenses incurred in performing its obligations and exercising its rights
      and remedies under this Agreement, except as otherwise provided in this
      Agreement.

5.2   TAXES.  The Parties shall be responsible for tax payments or liabilities
      relating to this Agreement as follows:

      (a)   Each Party shall be responsible for its income and franchise taxes
            and for all other taxes (however described) based on its own income
            or earnings.

      (b)   TCY shall be responsible for all sales, use, and similar taxes
            (however described) applicable to the Services, in whole or in part.

            This obligation includes TCY's paying the sales taxes identified in
            Sabre's invoices submitted to TCY for the Services.

            (i)   TCY shall indemnify Sabre, in accordance with SECTION
                  11.4(c)(ii), against any taxes of this kind assessed or levied
                  against, or paid by, Sabre and any other related Damages of
                  Sabre.

            (ii)  If Sabre receives an assessment from a taxing authority
                  covering taxes for which TCY is responsible under this SECTION
                  5.2(b), Sabre shall Notify TCY of the assessment and, at TCY's
                  request, timely contest the assessment. If payment to the
                  taxing authority is required by law as a condition to protest,
                  TCY shall timely furnish Sabre the required amount for that
                  payment.

            (iii) If TCY believes it has overpaid taxes to Sabre for any of the
                  Services (in whole or in part), TCY may require Sabre to file
                  a claim for a refund at TCY's expense.  If permitted by law,
                  Sabre may assign any right to a refund directly to TCY instead
                  of filing a refund claim.  Any refund of taxes (including any
                  interest) received by Sabre under this SECTION 5.2(b)(iii)
                  shall be promptly forwarded to TCY.

            (iv)  Before Sabre is required to pursue any action requested by TCY
                  under this SECTION 5.2(b), Sabre may at any time require TCY
                  to deliver a letter of advice from outside counsel (selected
                  by TCY) stating that TCY's tax position is reasonable.

            (v)   Except as stated in the next sentence, any Dispute between the
                  Parties regarding the application of any taxes of this kind to
                  any Service (in whole or in part) shall be resolved by the
                  Dispute Resolution Procedure.  Any Dispute as to the amount of
                  tax (if any) owed to a taxing authority, including a Dispute
                  between a Party and the taxing authority, need not be resolved
                  by the Dispute Resolution Procedure, but may be resolved by
                  any appropriate administrative or legal procedure available to
                  a Party or the Parties under this Agreement apart from the
                  Dispute Resolution Procedure.

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                                                                CONFIDENTIAL

      (c)   Each Party shall be responsible for all real property, personal
            property, and other taxes (however described) based on its owned or
            leased property, whether real or personal.

      (d)   Each Party shall be responsible for all employment-related taxes
            (however described) regarding its own employees.

      Each Party shall cooperate with any reasonable request of the other Party
      to restructure any Service, in whole or in part, or to take any other
      reasonable action to avoid or minimize any duplicate taxes that might be
      imposed; the requesting Party shall bear the expenses of the other Party's
      compliance.


                                ARTICLE VI.  PAYMENT

6.1   INVOICES.  Sabre shall submit to TCY monthly one or more invoices for the
      Services.  Each invoice shall indicate:

      (a)   The amount charged for each Service covered by that invoice; and

      (b)   if that invoice includes any credit or offset for TCY, the amount
            and purpose of that credit or offset.

      Each invoice should also indicate the sales, use, or similar taxes being
      collected on each Service, or part of a Service, that Sabre believes to be
      so taxable.  An invoice may cover more than one Service.

6.2   PAYMENT.  TCY shall pay the amount of each invoice within [TEXT OMITTED -
      CONFIDENTIAL TREATMENT REQUESTED] after the date of that invoice.  TCY
      shall pay the invoiced amount even if TCY disputes all or a portion of
      that amount, unless Sabre has agreed on or before the due date to accept a
      different amount.

6.3   METHOD OF PAYMENT.  TCY shall pay Sabre by wire transfer of immediately
      available funds to an account or accounts designated by Sabre.  All
      payments shall be made in United States currency.

6.4   INTEREST.  Sabre may charge interest on any past due invoiced amount at
      the [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] from the due date
      until paid in full with accrued interest.  Any payment of interest only is
      not a cure or Sabre's sole remedy for nonpayment of any invoiced amount
      that is due.

6.5   NONPAYMENT NOTICE.  If Sabre does not receive the full payment of any
      invoice (and has not agreed to accept a different amount), it may give TCY
      a Nonpayment Notice.  TCY shall pay the amount described in the Nonpayment
      Notice by the [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]after that
      Nonpayment Notice is given.


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                                                                CONFIDENTIAL

                  ARTICLE VII. CONFIDENTIALITY AND AUDIT RIGHTS

7.1   CONFIDENTIALITY.

      (a)   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 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 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 as set forth in this SECTION 7.1.  The
            Party employing or engaging such Persons is responsible and liable
            for their compliance with such confidentiality obligations.

      (b)   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 or (iv) was rightfully communicated to the
            recipient Party by a Third Party free of any obligation of
            confidence to the disclosing Party.  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.

7.2   AUDIT RIGHTS.

      (a)   GENERAL. Auditors designated by TCY, and who agree in writing to the
            security and confidentiality obligations and procedures required by
            Sabre, will be provided with reasonable access to locations from
            which Sabre provides Services to enable them to audit Sabre's
            activities under this Agreement, including verifying that Services
            are being provided in accordance with this Agreement.  The auditors
            must be internationally recognized firms and TCY may not designate
            any auditor who, in Sabre's reasonable opinion, is a competitor of,
            or affiliated with a competitor of, Sabre or its Subsidiaries.  TCY
            will be responsible for compensating its auditors.

      (b)   PROCEDURES.  Such audits may be conducted once a year during
            reasonable business hours.  TCY will provide Sabre with at least
            thirty (30) days prior written notice of an 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 TCY's auditors as reasonably
            necessary.  Sabre will not be required to provide access to the
            proprietary data of Sabre or other Sabre customers.  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.

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                                                                CONFIDENTIAL

      (c)   RESULTS.  TCY 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 (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.  Each Party shall create and maintain accurate
            records regarding the Services rendered and the amounts charged and
            paid or received under this Agreement.  Sabre's records shall
            include information regarding the determination of the cost or the
            cost allocation for each Service rendered.  Each Party's records
            regarding:

            (i)   the Services rendered, as of the Effective Date, shall be of
                  substantially the same kinds as that Party has created and
                  maintained regarding those Services before the Effective Date;
                  and

            (ii)  the Services, as changed after the Effective Date in
                  accordance with this Agreement, shall be of the kinds that are
                  reasonable, and consistent with the other business records
                  created and maintained by that Party, regarding services like
                  those Services.

            Each Party shall create and maintain those records with the same
            degree of completeness and care as it maintains its other similar
            business records.  Each Party shall maintain those records for the
            time or times required by applicable law or regulation, except that
            a party shall, upon request of the other Party, maintain any of
            those records for a longer time if the requesting Party pays the
            additional expenses incurred in complying with that request.


                        ARTICLE VIII.  PARTIES' RELATIONSHIP

8.1   INDEPENDENT.  The Parties are independent; each has sole authority and
      control of the manner of, and is responsible for, its performance of this
      Agreement.  This Agreement does not create or evidence a partnership or
      joint venture between the Parties.  Neither Party may create or incur any
      liability or obligation for or on behalf of the other Party, except as
      described in this Agreement and any other written agreement between the
      Parties.  This Agreement does not restrict Sabre from providing or
      rendering any services, including services like the Services, to any other
      Person; nothing in this Agreement, however, gives Sabre the right to
      provide or render any services in violation of any other agreement entered
      into by the Parties.

8.2   EMPLOYEES.  Except as described in SECTION 11.4(b) or SECTION 11.4(c) of
      this Agreement, for the purposes of this Agreement:

      (a)   each Party is solely responsible for its own employees or agents,
            including the actions or omissions and the compensation of those
            employees and agents, and

      (b)   neither Party has any authority with respect to any of the other
            Party's employees or agents.

8.3   AUTHORITY AND ENFORCEABILITY.  Each Party warrants to the other Party
      that:

      (a)   it has the requisite corporate authority to enter into and perform
            this Agreement;

      (b)   its execution, delivery, and performance of this Agreement have been
            duly authorized by all requisite corporate action on its behalf;

      (c)   this Agreement is enforceable against it; and

                                       8
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                                                                CONFIDENTIAL

      (d)   it has obtained all consents or approvals of Governmental
            Authorities and other Persons that are conditions to its entering
            into this Agreement.

8.4   THIRD-PARTY CONSENTS.  Each Party shall be responsible for obtaining and
      maintaining any licenses, permits, consents, or approvals of Governmental
      Authorities and other Persons necessary or appropriate for it to perform
      its obligations under this Agreement.

8.5   THIRD-PARTY-RELATED ARRANGEMENTS.  The Parties also have certain
      arrangements and agreements relating to certain of the Services provided
      by an Effective Date Service Subcontract or provided directly by Sabre but
      involving an agreement with a third party.  The Parties currently expect
      that the matters or issues addressed by those arrangements or agreements
      will need to continue to be addressed -- whether in the same or in a
      different manner -- upon Expiration or the termination of this Agreement
      or the discontinuance of certain Optional Services.  Hence, before and
      upon any of those events, each Party shall use its Reasonable Efforts to
      change, renegotiate, replace, sever, or assign, as the Parties mutually
      agree, those arrangements or agreements as necessary to so address those
      matters or issues and to equitably allocate to the respective Parties --
      in accordance with their respective assets and businesses -- the benefits
      and the obligations of those arrangements or agreements upon and after the
      occurrence of any of those events.

8.6   FURTHER ASSURANCES.  Each Party shall take such actions, upon request of
      the other Party and in addition to the actions specified in this
      Agreement, as may be necessary or reasonably appropriate to implement or
      give effect to this Agreement.


                                 ARTICLE IX.  TERM

9.1   STATED TERM.  This Agreement commences on the Effective Date and will
      continue in effect until 11:59 p.m. on March 6, 2015, unless terminated
      earlier by one or both of the Parties in accordance with ARTICLE 10.

9.2   RENEWAL.  The Parties may consent to successive [TEXT OMITTED -
      CONFIDENTIAL TREATMENT REQUESTED] by following this procedure:  If TCY
      wishes to renew the term of this Agreement, it shall Notify Sabre of that
      intention no later than [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
      (and no more than [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]) prior
      to the end of the then-current term of this Agreement.  If Sabre wishes to
      concur with that renewal, it shall Notify TCY of that concurrence within
      [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]of receipt of the Notice
      delivered by Sabre pursuant to the previous sentence.  If no Notice of
      intent to renew or no concurrence is given, this Agreement will Expire
      when the then-current term expires.

9.3   TRANSITION ASSISTANCE.  For a period of up to [TEXT OMITTED - CONFIDENTIAL
      TREATMENT REQUESTED]after Expiration, Sabre shall comply with TCY's
      reasonable requests for assistance in engaging or training another Person
      or Persons to provide, and for records and other information relating to,
      the Services rendered by Sabre immediately preceding that Expiration.  TCY
      shall reimburse and pay Sabre's Transition Charges in accordance with
      invoices submitted to TCY by Sabre.  ARTICLE 6 shall apply in this
      situation as though this Agreement had not Expired.  Sabre may cease
      providing transition assistance, immediately upon Notice to TCY, if TCY
      has not paid the amount described in a Nonpayment Notice by the [TEXT
      OMITTED - CONFIDENTIAL TREATMENT REQUESTED]after the Nonpayment Notice was
      given.  If the records or other information provided by Sabre are
      Confidential Information, SECTION 7.1 shall also apply as though this
      Agreement had not Expired.


                               ARTICLE X. TERMINATION

                                       9
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                                                                CONFIDENTIAL

10.1  TERMINATION EVENTS.  This Agreement may be terminated, without liability
      to the Party terminating:

      (a)   By either Party, upon [TEXT OMITTED - CONFIDENTIAL TREATMENT
            REQUESTED]' Notice to the other, at any time upon or after the
            Parties cease to be Affiliates.

      (b)   By a Party, immediately upon Notice to the other Party, if:

            (i)   that other Party makes a general assignment of all or
                  substantially all of its assets for the benefit of its
                  creditors;

            (ii)  that other Party applies for, consents to, or acquiesces in
                  the appointment of a receiver, trustee, custodian, or
                  liquidator for its business or all or substantially all of its
                  assets;

            (iii) that other Party files, or consents to or acquiesces in, a
                  petition seeking relief or reorganization under any bankruptcy
                  or insolvency laws; or

            (iv)  a petition seeking relief or reorganization under any
                  bankruptcy or insolvency laws is filed against that other
                  Party and is not dismissed within [TEXT OMITTED - CONFIDENTIAL
                  TREATMENT REQUESTED]after it was filed.

      (c)   By a Party, immediately upon Notice to the other Party, if that
            other Party's material breach of this Agreement continues uncured or
            uncorrected for [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
            after both the nature of that breach and the necessary cure or
            correction has been agreed upon by the Parties or otherwise
            determined by the Dispute Resolution Procedure.  But if:

            (i)   the Parties agree or it is determined by the Dispute
                  Resolution Procedure that the material breach is not capable
                  of being cured or corrected, the termination shall be
                  effective immediately upon Notice, without any cure period; or

            (ii)  the breaching Party (A) reasonably requires longer than [TEXT
                  OMITTED - CONFIDENTIAL TREATMENT REQUESTED] to cure or correct
                  -- such as when the applicable Service Subcontract permits the
                  Subcontractor longer than [TEXT OMITTED - CONFIDENTIAL
                  TREATMENT REQUESTED] to cure or correct -- and (B) Notifies
                  the non-breaching Party of the circumstances, then the cure
                  period shall be extended for the reasonable time so required,
                  so long as during that time the breaching Party diligently
                  acts to effect that cure or correction; provided, however,
                  that in no event shall this SECTION 10.1(c)(ii) apply to TCY's
                  obligation to make payments to Sabre under this Agreement.

            A non-breaching Party's exercise of the remedy described in this
            SECTION 10.1(c) shall be conditioned upon its giving a Breach Notice
            to the other Party.

      (d)   By Sabre, immediately upon Notice to TCY, if TCY has not paid the
            amount described in a Nonpayment Notice by the [TEXT OMITTED -
            CONFIDENTIAL TREATMENT REQUESTED] after that Nonpayment Notice was
            given.

      A Party may not terminate this Agreement if the event or circumstance
      described above in this SECTION 10.1, upon which that Party would rely in
      so terminating, was caused by that Party's breach of this Agreement.

10.2  NONEXCLUSIVE.  The termination rights under SECTIONS 10.1(c) and 10.1(d)
      are not exclusive of any other right or remedy of a non-breaching Party
      granted in this Agreement.

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<PAGE>
                                                                CONFIDENTIAL

10.3  CONSEQUENCES OF TERMINATION.  Upon termination of this Agreement:

      (a)   Under SECTION 10.1(a) or by TCY under SECTION 10.1(c):

            (i)   During the Transition Period Sabre shall continue to render,
                  and TCY shall pay for, each Service reasonably requested by
                  TCY until terminated by either Party in accordance with
                  SECTIONS 10.3(a)(ii) and 10.3(a)(iii).  Except as stated in
                  SECTION 10.3(a)(ii), the terms of this Agreement shall
                  continue to apply during the Transition Period as though no
                  termination of this Agreement had occurred.

            (ii)  The Price for each Service during the Transition Period shall
                  be the same as in effect immediately preceding the Termination
                  Date.  During the Transition Period, any Service (including a
                  Mandatory Service), but not any one or more of the Tasks
                  separately, may be terminated by (A) TCY, for any reason, by
                  [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] Notice to
                  Sabre, or (B) Sabre, if TCY has not paid the amount described
                  in a Nonpayment Notice by the [TEXT OMITTED - CONFIDENTIAL
                  TREATMENT REQUESTED] after the Nonpayment Notice was given.
                  Any Service that is the subject of a Notice of termination
                  shall continue to be rendered by Sabre until the effective
                  date of that termination, and TCY shall pay for that Service
                  rendered through that date.  Neither Party may unilaterally
                  rescind a Notice of termination.

            (iii) If either Party reasonably determines that the termination of
                  any Service during the Transition Period would make it
                  functionally impossible to continue any other Service during
                  the Transition Period, that Party shall promptly Notify the
                  other Party of that determination; any Service that so becomes
                  functionally impossible to render shall be deemed terminated
                  effective upon the date of termination of the Service that
                  caused that impossibility.  Neither Party may unilaterally
                  reinstate any Service that has been terminated as of the
                  Termination Date or during the Transition Period.

      (b)   Under SECTION 10.1(b), during the Transition Period Sabre shall
            comply with TCY's reasonable requests for assistance in TCY's
            engaging or training another Person or Persons to provide, and for
            records and other information relating to, each Service in effect
            immediately preceding the Termination Date.  If Sabre terminates
            this Agreement, Sabre shall comply with those requests at its own
            expense.  If TCY terminates this Agreement, TCY shall reimburse and
            pay Sabre's Transition Charges in accordance with invoices submitted
            to TCY by Sabre.  ARTICLE 6 shall apply in this situation as though
            this Agreement had not been terminated.  When TCY is obligated to
            reimburse and pay Sabre's Transition Charges, Sabre may cease
            providing transition assistance, immediately upon Notice to TCY, if
            TCY has not paid the amount described in a Nonpayment Notice by the
            [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after the
            Nonpayment Notice was given.  If the records or other information
            provided by Sabre are Confidential Information, SECTION 7.1 shall
            also apply as though this Agreement had not been terminated.

      (c)   Under SECTION 10.1(d) or by Sabre under SECTION 10.1(c), then Sabre
            shall have no obligation to provide any continued Services or
            transition assistance as described above in this SECTION 10.3.


                         ARTICLE XI. LIABILITY AND REMEDIES

11.1  WARRANTIES.  Each Party's warranties in this Agreement are made solely to
      and for the benefit of the other Party and, to the extent described in
      this Agreement, the TCY Companies.  No Person other than a Party

                                       11
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                                                                CONFIDENTIAL

      may make a claim based on the other Party's warranties under this
      Agreement; any claim by a TCY Company shall be made by TCY.

11.2  NONCONFORMING SERVICES.  TCY shall promptly Notify Sabre of any Deficiency
      in any Service or Task, whether rendered by Sabre or a Subcontractor.  To
      the extent Sabre agrees, or it is otherwise determined by the Dispute
      Resolution Procedure, that a Service or Task was or is a Nonconforming
      Service, Sabre shall use its Reasonable Efforts promptly to cure or
      correct, or cause its Subcontractor to cure or correct, the Deficiency to
      the extent it may then be cured or corrected.

      (a)   If the Deficiency was, or was the result of, Sabre's negligence,
            Sabre shall not be responsible or liable for any resulting Damages
            of TCY; provided, however, that if Sabre performs on its own behalf
            a service that is substantially similar to Service or Task which is
            the subject of the Deficiency, and Sabre has not been negligent in
            performing such substantially similar service on its own behalf,
            then subject to SECTION 11.3 below, Sabre shall be responsible or
            liable for TCY's resulting damages in an amount up to:

            (i)   if Sabre's liability is determined (by the Parties' agreement
                  or the Dispute Resolution Procedure) after the calendar year
                  in which the Deficiency occurred, [TEXT OMITTED - CONFIDENTIAL
                  TREATMENT REQUESTED]; or

            (ii)  if Sabre's liability is determined during the calendar year
                  in which the Deficiency occurred, the greater of [TEXT
                  OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

       (b)  If the Deficiency was, or was the result of, Sabre's or a
            Subcontractor's gross negligence (including recklessness) or willful
            misconduct, or a Subcontractor's negligence, then, subject to
            SECTION 11.2(c) and  SECTION 11.3 below, Sabre shall be responsible
            or liable for TCY's resulting Damages in an amount up to:

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

      (c)   If the Deficiency was, or was the result of, a Subcontractor's
            negligence, gross negligence (including recklessness) or willful
            misconduct, then the additional limitations of this SECTION 11.2(c)
            shall apply.  In such event, Sabre's responsibility or liability to
            TCY for Damages resulting from such Deficiency shall not exceed
            [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].  In lieu of
            seeking to recover damages from the relevant Subcontractor, Sabre
            has the right, but not the obligation, to assign to TCY Sabre's
            right to recover such damages from such Subcontractor.

11.3  [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

11.4  INDEMNITIES FOR CERTAIN BREACHES AND OTHER MATTERS.  The following shall
      apply to any breach of, and certain other Damages relating to, this
      Agreement, other than a Deficiency for which Sabre has no liability
      for Damages under SECTION 11.2(a) or a nonpayment by TCY of any amount
      relating to an invoice:

      (a)   Subject to the limits on liability described in SECTION 11.2(b) AND
            (c), if that Section is applicable, each Party shall indemnify the
            other Party against all Damages of the Indemnified Party, or any of
            its Indemnified Agents, resulting from or relating to:

            (i)   any breach of this Agreement, including a breach of any
                  warranty in this Agreement, by the Indemnifying Party;

                                       12
<PAGE>
                                                                CONFIDENTIAL

            (ii)  any Proceedings relating to a breach of this Agreement by the
                  Indemnifying Party; and

            (iii) the actions or omissions of the Indemnifying Party's employees
                  or agents under or in connection with this Agreement, except
                  as described in SECTIONS 11.4(b) and 11.4(c).

      (b)   TCY shall also indemnify Sabre against all Damages of Sabre or any
            of its Indemnified Agents, including any Subcontract Termination
            Penalty, under or relating to any Service Subcontract resulting
            from:

            (i)   any violation by TCY of any obligation imposed on it under
                  that Service Subcontract;

            (ii)  the actions or omissions of TCY's employees or agents under or
                  in connection with that Service Subcontract;

            (iii) TCY's discontinuance of any Optional Service that Sabre
                  renders, in whole or in part, by that Service Subcontract,
                  even if permitted by ARTICLE 3;

            (iv)  TCY's performing itself or obtaining from any Person other
                  than Sabre or its Subcontractor any service or services to
                  supplement or substitute for any Optional Service that Sabre
                  renders, in whole or in part, by that Service Subcontract;

            (v)   the actions, omissions or claims of any client or customer of
                  TCY or any Person to whom TCY provides goods or services; or

            (vi)  the termination of this Agreement other than a termination by
                  TCY under SECTIONS 10.1(a), 10.1(b) or 10.1(c).

      (c)   TCY shall also indemnify Sabre against all Damages of Sabre or any
            of its Indemnified Agents resulting from or relating to:

            (i)   the actions or omissions of any of the Legal Staff that are
                  directed by TCY or any TCY Company within the scope of that
                  lawyer's or paralegal's engagement for any legal matter of TCY
                  or any TCY Company; or

            (ii)  any sales, use, or similar taxes (however described)
                  applicable to any of the Services, in whole or in part, that
                  are assessed or levied against or paid by Sabre.

      (d)   The indemnification obligations in SECTIONS 11.4(a), 11.4(b), and
            11.4(c) shall be extinguished to the extent that the Damages of the
            other Party, or any of its Indemnified Agents for whom or which the
            other Party is seeking indemnification, were caused by the gross
            negligence (including recklessness) or willful misconduct of the
            Person for whom or which indemnification is sought.  THE ORDINARY
            NEGLIGENCE OF A PERSON OR THE JOINT OR CONCURRENT ORDINARY
            NEGLIGENCE OF PERSONS SHALL NOT PRECLUDE THAT PERSON OR ANY OF THOSE
            PERSONS FROM RECEIVING THE BENEFITS OF INDEMNIFICATION UNDER THIS
            AGREEMENT.

      (e)   If an Indemnification Claim is not based on a Third-Party Claim, the
            Indemnified Party shall give an Indemnification Claim Notice
            promptly after the event constituting the basis for the
            Indemnification Claim; its failure to do so, however, shall relieve
            the Indemnifying Party of its indemnification obligations only to
            the extent the Indemnifying Party is actually prejudiced by that
            failure.  If the Indemnified Party gives an Indemnification Claim
            Notice regarding an Indemnification Claim not based on a Third-Party
            Claim, the Indemnifying Party shall Notify the Indemnified Party
            within the Indemnification Response Period whether the Indemnifying
            Party

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<PAGE>
                                                                CONFIDENTIAL

            disputes all or any portion of the Indemnification Claim.  If
            the Indemnifying Party does not give that dispute Notice or agrees
            to accept liability for all or a portion of the Indemnification
            Claim, the Indemnification Claim, or the agreed portion of that
            Indemnification Claim, shall be the Indemnifying Party's liability.
            Otherwise, the Indemnification Claim shall be deemed a Dispute to be
            resolved by the Dispute Resolution Procedure.

      (f)   If an Indemnification Claim is based on a Third-Party Claim:

            (i)   The Indemnified Party shall give an Indemnification Claim
                  Notice promptly after it receives the Third-Party Claim.  The
                  failure of an Indemnified Party to timely give an
                  Indemnification Claim Notice shall relieve the Indemnifying
                  Party of its indemnification obligations only to the extent
                  the Indemnifying Party is actually prejudiced by that failure.

            (ii)  The Indemnifying Party shall be entitled to defend the Third-
                  Party Claim, with its chosen counsel and at its own expense,
                  if (A) the Third-Party Claim seeks only monetary relief, and
                  not an injunction or other equitable relief, against the
                  Indemnified Party, and (B) the Indemnifying Party elects to
                  assume, and diligently conducts, that defense.  The
                  Indemnifying Party's election to defend shall be given by
                  Notice to the Indemnified Party within the Indemnification
                  Response Period.  If the Indemnifying Party conducts the
                  defense, the Indemnified Party may participate in that defense
                  with its own counsel and at its own expense.

            (iii) If the Indemnifying Party does not elect to defend the Third-
                  Party Claim by Notice within the Indemnification Response
                  Period, or if the Indemnifying Party does not diligently
                  conduct the defense, the Indemnified Party shall be entitled,
                  upon further Notice to the Indemnifying Party, to defend the
                  Third-Party Claim on behalf of, and for the account and risk
                  of, the Indemnifying Party (if it is determined that the
                  Indemnifying Party has an indemnification obligation regarding
                  that Indemnification Claim).  In this circumstance, the
                  Indemnifying Party may participate in the defense with its own
                  counsel and at its own expense.

            (iv)  If there is a conflict of interest that makes it inappropriate
                  for the same counsel to represent the Indemnifying Party and
                  the Indemnified Party in defending the Third-Party Claim, the
                  Indemnifying Party shall pay for separate counsel for the
                  Indemnified Party.

            (v)   The Indemnifying Party defending a Third-Party Claim may
                  compromise, settle, or resolve that Third-Party Claim without
                  the Indemnified Party's consent if the compromise, settlement,
                  or resolution involves only the payment of money by the
                  Indemnifying Party (whether on its own behalf or behalf of the
                  Indemnified Party) and the third-party claimant provides the
                  Indemnified Party a release from all liability regarding the
                  Third-Party Claim.  Otherwise, the Indemnifying Party may not
                  compromise, settle, or resolve the Third-Party Claim without
                  the Indemnified Party's Reasonable Consent.

            (vi)  The Indemnifying Party and the Indemnified Party shall
                  cooperate with all reasonable requests of the other in
                  defending any Third-Party Claim.

11.5  TIME FOR CLAIMS.  TCY may make a claim against Sabre for the cure or
      correction of any Deficiency only within [TEXT OMITTED - CONFIDENTIAL
      TREATMENT REQUESTED] after the Deficiency occurred; any Deficiency shall
      be deemed to have occurred when the particular Nonconforming Service was
      rendered.  A Party may make an Indemnification Claim

                                       14
<PAGE>
                                                                CONFIDENTIAL

      (a)   not based on a Third-Party Claim, only within [TEXT OMITTED -
            CONFIDENTIAL TREATMENT REQUESTED] after the breach or other event
            constituting the basis for that Indemnification Claim occurred, even
            if not discovered until after that [TEXT OMITTED - CONFIDENTIAL
            TREATMENT REQUESTED], or

      (b)   based on a Third-Party Claim, at any time.

11.6  EQUITABLE RELIEF.  To the extent that monetary relief is not a sufficient
      remedy for any breach of this Agreement, or upon any breach or impending
      breach of SECTION 7.1, the non-breaching Party shall be entitled to
      injunctive relief as a remedy for that breach or impending breach by the
      other Party, in addition to any other remedies granted to the
      non-breaching Party in this Agreement.

11.7  EXCLUSIVE REMEDIES.  Except for the termination right stated in ARTICLE 10
      and the relief described in SECTIONS 5.2(b) and 12.8(d) and in the Dispute
      Resolution Procedure, the remedies described in this ARTICLE 11 are the
      exclusive rights and remedies of a Party regarding any breach of this
      Agreement or any matter that may be the subject of an Indemnification
      Claim.

11.8  WAIVER OF REMEDIES.  No forbearance, delay, or indulgence by either Party
      in enforcing this Agreement -- within the applicable time limits stated in
      this Agreement -- shall prejudice the rights or remedies of that Party.
      No waiver of a Party's rights or remedies regarding a particular breach of
      this Agreement constitutes a waiver of those rights or remedies, or any
      other rights or remedies, regarding any other or any subsequent breach of
      this Agreement.

11.9  CUMULATIVE REMEDIES.  A Party's election to pursue a right or remedy
      granted in this Agreement upon the other Party's breach of this Agreement
      shall not preclude the non-breaching Party from pursuing other rights or
      remedies granted to that Party in this Agreement that are applicable to
      that breach under this Agreement.


                            ARTICLE XII.  MISCELLANEOUS

12.1  ENTIRE AGREEMENT; SURVIVAL.  This Agreement (including the Definitional
      Appendix, Exhibits and Schedules attached hereto, each of which is
      incorporated into this Agreement by this reference) constitutes the full
      and complete statement of the agreement of the Parties with respect to the
      subject matter hereof and supersedes any previous agreements,
      understandings or communications, whether written or oral, relating to
      such subject matter.  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.  Such provisions will
      include ARTICLES 7 and 11 and payments that remain due and payable under
      this Agreement.

12.2  AMENDMENTS; WAIVER.  Changes or modifications to this Agreement may not be
      made orally, but only by a written amendment or revision signed by both
      Parties.  Any terms and conditions varying from this Agreement on any
      order, invoice or other notification from either Party are not binding on
      the other unless specifically accepted in writing by the other.  Unless
      otherwise expressly provided in this Agreement, a delay or omission by
      either Party to exercise any right or power under this Agreement will not
      be construed to be a waiver thereof.  No waiver of any breach of any
      provision of this Agreement will constitute a waiver of any prior,
      concurrent or subsequent breach of the same or any other provision hereof.

12.3  BINDING NATURE; ASSIGNMENT.  This Agreement will be binding on the Parties
      and their successors and permitted assigns (it being understood and agreed
      that nothing contained in this Agreement is intended to confer upon any
      other Person any rights, benefits or remedies of any kind or character
      whatsoever under or by reason of this Agreement).  Neither Party may, nor
      will it have the power to, assign this Agreement, or any part hereof,
      without the prior written consent of the other, provided, that Sabre may
      assign its rights and delegate its

                                       15
<PAGE>
                                                                CONFIDENTIAL

      duties and obligations without the prior written consent of TCY to any
      Subsidiary or Affiliate of Sabre as necessary in order for such Subsidiary
      or Affiliate to provide all or part of the Services.  The Parties
      acknowledge that either Party might become a party to one or more
      transactions in the form of a merger, consolidation, reorganization, stock
      sale or exchange, sale of any substantial portion of such Party's assets
      or similar transaction.  Any such transaction involving a Party (and
      whether or not it is the surviving entity) will be deemed to be an
      assignment of this Agreement by that Party requiring the consent of the
      other Party if:  (a) in the case of Sabre being involved in such a
      transaction, the transaction materially and adversely affects Sabre's
      ability to continue to perform the Services in accordance with this
      Agreement; or (b) in the case of TCY being involved in such a transaction,
      the transaction (i) causes a material increase in Sabre's costs to
      provide Services, or (ii) impairs TCY's ability to meet its financial
      obligations hereunder.

12.4  THIRD PARTY BENEFICIARIES.  Except as provided in this Agreement, this
      Agreement is entered into solely between, and may be enforced only by,
      Sabre and TCY, and this Agreement will not be deemed to create any rights
      in third parties, including suppliers and customers of a Party, or to
      create any obligations of a Party to any such third parties.

12.5  DISPUTE RESOLUTION.  All Disputes arising out of the transactions
      contemplated by this Agreement will be resolved in accordance with the
      Dispute Resolution Procedure set forth in EXHIBIT A.

12.6  APPROVALS AND SIMILAR ACTIONS.  Except as otherwise expressly provided in
      this Agreement, where agreement, approval, acceptance, consent or similar
      action is required of either Party by any provision of this Agreement,
      such action will not be unreasonably withheld or delayed.  An approval or
      consent given by a Party under this Agreement will not relieve the other
      Party from responsibility for complying with the requirements of this
      Agreement, nor will it be construed as a waiver of any rights under this
      Agreement, except as and to the extent otherwise expressly provided in
      such approval or consent.

12.7  NOTICES.  All notices under this Agreement will be in writing and will be
      deemed to have been duly given if delivered personally or by a nationally
      recognized courier service, faxed, electronically mailed or mailed by
      registered or certified mail, return receipt requested, postage prepaid,
      to the Parties at the addresses set forth in EXHIBIT B.  All notices under
      this Agreement that are addressed as provided in this SECTION 12.7, (a) if
      delivered personally or by a nationally recognized courier service, will
      be deemed given upon delivery, (b) if delivered by facsimile or electronic
      mail, will be deemed given when confirmed and (c) if delivered by mail in
      the manner described above, will be deemed given on the fifth (5th)
      Business Day after the day it is deposited in a regular depository of the
      United States mail.  Either Party from time to time may change its address
      or designee for notification purposes by giving the other Party notice of
      the new address or designee and the date upon which such change will
      become effective.

12.8  FORCE MAJEURE.

      (a)   NO BREACH OR LIABILITY.  No delay or failure of a Party to perform
            any of its obligations, other than payment obligations, under this
            Agreement due to causes beyond its reasonable control shall
            constitute a breach of this Agreement or render that Party liable
            for that delay or failure.  Causes beyond a Party's reasonable
            control include:

            (i)   events or circumstances that the Party, using its Reasonable
                  Efforts, is unable to prevent or overcome;

            (ii)  as to Sabre, causes also beyond the reasonable control of the
                  Person to whom or which Sabre has Subcontracted the affected
                  Service or Task in accordance with this Agreement; and

                                       16
<PAGE>
                                                                CONFIDENTIAL

            (iii) labor disputes, strikes, or other similar disturbances; acts
                  of God; utilities or communications failures; acts of the
                  public enemy; and riots, insurrections, sabotage, or
                  vandalism.

      (b)   NOTICE OF EXCUSABLE DELAY OR FAILURE.  If a Party anticipates any
            excusable delay or failure under SECTION 12.8(a), it shall promptly
            Notify the other Party of the anticipated delay or failure, the
            anticipated effect of that delay or failure, and any actions that
            are being or are to be taken to alleviate or overcome the cause of
            the delay or failure.

      (c)   EFFORTS TO OVERCOME.  If a Party is claiming an excusable delay or
            failure under SECTION 12.8, it shall use its Reasonable Efforts to
            alleviate or overcome the cause of the delay or failure as soon as
            practicable.

      (d)   EXTENDED DELAY OR FAILURE.  If an excusable delay or failure
            continues for more than [TEXT OMITTED - CONFIDENTIAL TREATMENT
            REQUESTED], the Party entitled to the benefit of the affected
            obligation may perform itself or obtain from any other Person the
            obligation to which that Party is entitled (and that Party shall
            Notify the other Party of this election).

12.9  CONSTRUCTION RULES.  If any provision of this Agreement is held to be
      invalid, illegal or unenforceable, the validity, legality and
      enforceability of the remaining provisions will not in any way be affected
      or impaired, and such provision will be deemed to be restated to reflect
      the original intentions of the Parties as nearly as possible in accordance
      with applicable law.  The Parties agree that this Agreement is an
      executory contract as contemplated by 11 U.S.C. Section 365.  In
      performing its obligations under this Agreement, neither Party will be
      required to undertake any activity that would conflict with the
      requirements of any applicable law, rule, regulation, interpretation,
      judgment, order or injunction of any governmental authority.  This
      Agreement may be executed in multiple counterparts, each of which will be
      deemed an original and all of which taken together will constitute one
      instrument.  The Parties acknowledge and agree that each has been
      represented by legal counsel of its choice throughout the negotiation and
      drafting of this Agreement, that each has participated in the drafting
      hereof and that this Agreement will not be construed in favor of or
      against either Party solely on the basis of a Party's drafting or
      participation in the drafting of any portion of this Agreement.

12.10 FURTHER ASSURANCES.  The Parties will execute and deliver such other
      instruments and documents, and take such other actions, as either Party
      reasonably requests to evidence or effect the transactions contemplated by
      this Agreement.

12.11 GOVERNING LAW.  This Agreement will be governed by and construed in
      accordance with the substantive laws of the State of Texas, without giving
      effect to any choice-of-law rules that may require the application of the
      laws of another jurisdiction.

                                       *  *  *


                                       17
<PAGE>
                                                                CONFIDENTIAL

IN WITNESS WHEREOF, the Parties have duly executed and delivered this
Agreement as of the Effective Date.


TRAVELOCITY.COM LP                     SABRE INC.


By: TRAVELOCITY  HOLDINGS, INC.,
    Its general partner                By:    /s/ Jeffrey M. Jackson
                                          -----------------------------
By:    /s/ Andrew B. Steinberg         Title: Sr. V.P. and CFO
   ----------------------------              --------------------------
Title: Sr. V.P., General Counsel       Date:  March 7, 2000
       and Corporate Secretary              ---------------------------
      -------------------------
Date:  March 7, 2000
     --------------------------




                                       18
<PAGE>
                                                                CONFIDENTIAL

                             DEFINITIONAL APPENDIX TO
                         ADMINISTRATIVE SERVICES AGREEMENT


A.    DEFINED TERMS.  In the Agreement, the following terms have the
corresponding meanings:

"AFFILIATE":  A Person that directly or indirectly through one or more
intermediaries Controls, is Controlled by, or is under common Control with
another Person.

"AGREEMENT":  The Administrative Services Agreement between Sabre and TCY
(including the Definitional Appendix, the Dispute Resolution Appendix, and
the Schedules), as may be amended or supplemented from time to time in
accordance with its terms.

"AA":  means American Airlines, Inc., a Delaware corporation.

"AA PASS-THROUGH SERVICE" has the meaning given in SECTION 4.1(b)(i).

"ARBITRATION RULES":  The Rules for Commercial Arbitration of the American
Arbitration Association in effect at the time of an arbitration in accordance
with the Dispute Resolution Procedure.

"BREACH NOTICE":  A Party's Notice to the other Party alleging a breach of
the Agreement (other than TCY's nonpayment of any amount related to an
invoice) by the other Party, which describes the alleged breach, to the
extent known by the notifying Party, and any particular cure or correction
requested by the notifying Party.

"BUDGETED SERVICE COSTS" has the meaning given in SECTION 4.1(a)(i).

"BUSINESS DAY":  Any Monday through Friday, excluding any such day on which
banks are authorized to be closed in Texas.

"CONFIDENTIAL INFORMATION":  All information identified by a Party as
confidential to which the other Party has access in connection with the
Services, whether before or after the Effective Date, and the Administrative
Services Agreement and the Parties' rights and obligations thereunder.

"CONTROL":  The right to exercise, directly or indirectly, more than 50% of
the voting power attributable to the equity interests in an entity.
("Controlling" and "Controlled" have correlative meanings.)

"CONSENT":  The prior written consent of a Party (in any capacity) in its
sole discretion.

"DAMAGES":  Losses, claims, obligations, demands, assessments, fines and
penalties (whether civil or criminal), liabilities, expenses and costs
(including reasonable fees and disbursements of legal counsel and
accountants), bodily and other personal injuries, damage to tangible
property, and other damages, of any kind or nature, actually suffered or
incurred by a Person. "Damages":

      1.  consists only of actual damages;

      2.  excludes any lost profits, lost income, or lost savings and any
      punitive, exemplary, consequential, indirect, special, or incidental
      damages (however described), even if the possibility of those losses or
      damages was known; and

      3.  includes (except as may be reduced in accordance with the next
      sentence) all fines, penalties, and interest paid or payable to any
      Governmental Authority.

      If TCY has Damages, for which Sabre is liable, consisting of fines,
penalties, and interest paid or payable to a Governmental Authority
corresponding to any tax not timely paid, then those "Damages" shall be
reduced by an amount equal to interest, [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED], accrued on that

                                       1
<PAGE>
                                                                CONFIDENTIAL

tax from the due date until that tax is paid; for the avoidance of doubt, in
this situation "Damages" shall not include any tax for which TCY would
otherwise be liable to the Governmental Authority.  Also for the avoidance of
doubt, the "Damages" of a Person shall include any lost profits, lost income,
or lost savings and any punitive, exemplary, consequential, indirect,
special, or incidental damages (however described) awarded against that
Person in favor of another Person asserting a Third-Party Claim against that
Person.  Notwithstanding anything to the contrary contained herein, "Damages"
expressly includes all payments required to be made by TCY, and all claims of
Sabre for payments required to be made by TCY, under this Agreement.

"DEFICIENCY":  Sabre's failure, in rendering a Service or Task, to satisfy
any contractual requirements for performance established under the Agreement.
("Deficient" has the correlative meaning.)

"DEFINITIONAL APPENDIX":  This Definitional Appendix to Administrative
Services Agreement, containing definitions and interpretive matters for, as
an integral part of, the Agreement.

"DISPUTE":  Any dispute, disagreement, claim, or controversy arising in
connection with or relating to the Agreement, or the validity,
interpretation, performance, breach, or termination of the Agreement,
including any claim of breach of representation or warranty or of
nonperformance and any claim regarding bodily or other personal injury or
damage to tangible property.

"DISPUTE RESOLUTION APPENDIX":  The Dispute Resolution Appendix to,
containing the Dispute Resolution Procedure for, as an integral part of, the
Agreement.

"DISPUTE RESOLUTION PROCEDURE":  The procedure or process by which a Dispute
shall be resolved (except as otherwise stated in the Agreement) as described
in the Dispute Resolution Appendix.

"EFFECTIVE DATE":  March 7, 2000, the date on which the Agreement becomes
effective.

"EXPIRATION":  The expiration of the term of the Agreement as stated in, and
as may be renewed under, Article 2, without regard to any period of
transition assistance.  For the avoidance of doubt, "Expiration" does not
include a termination of the Agreement under SECTION 10.1.  ("Expire" and
"Expired" have correlative meanings.)

"GOVERNMENTAL AUTHORITY":  Any federal, state, local, or foreign government
or governmental, quasi- governmental, administrative, or regulatory
authority, agency, body, or entity, including any court or other tribunal.

"INDEMNIFICATION CLAIM":  A claim or demand of a Party, on its behalf or on
behalf of one or more of its Indemnified Agents, for indemnification under
SECTION 11.4.

"INDEMNIFICATION CLAIM NOTICE":  A Notice from the Indemnified Party
describing an Indemnification Claim and the amount or the estimated amount of
that Indemnification Claim to the extent then feasible (though that estimate
shall not be determinative of the final amount of that Indemnification Claim).

"INDEMNIFICATION RESPONSE PERIOD":  The
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after an Indemnification
Claim Notice is given during which the Indemnifying Party may investigate and
determine its responsibility or liability for an Indemnification Claim and,
if relating to a Third-Party Claim, Notify the Indemnified Party of the
Indemnifying Party's election to defend that Third-Party Claim.

"INDEMNIFIED AGENTS":  Collectively, the officers, directors, employees, and
agents of a Party and, as to TCY, the TCY Companies and their respective
officers, directors, employees, and agents.

"INDEMNIFIED PARTY":  A Party entitled to or seeking indemnification, on its
own behalf or on behalf of one or more of its Indemnified Agents, under
SECTION 11.4.

"INDEMNIFYING PARTY":  A Party that has or is alleged to have an obligation
to indemnify the other Party in response to an Indemnification Claim.

                                       2
<PAGE>
                                                                CONFIDENTIAL

"INFORMATION TECHNOLOGY SERVICES AGREEMENT":  The Information Technology
Services Agreement between Sabre and TCY dated March 7, 2000, as may be
amended or supplemented from time to time in accordance with its terms.

"LEGAL STAFF":  Legal personnel that Sabre employs or otherwise engages.

"MANDATORY SERVICE":  A Service that shall be rendered and paid for, and may
not be unilaterally discontinued under by TCY during the effectiveness of the
Agreement.

"NONCONFORMING SERVICE":  A Service or Task that, as agreed by the Parties or
otherwise determined by the Dispute Resolution Procedure, was or is Deficient.

"NONPAYMENT NOTICE":  A Notice from Sabre to TCY that describes an amount
related to an invoice to TCY that Sabre has not received when due, which
shall:

      1.  constitute a demand for payment of the described amount; and

      2.  state that either termination of the Agreement or cessation of
      transition assistance, whichever is applicable, by Sabre may result if the
      described amount is not paid by the tenth Business Day after that Notice
      is given.

"NOTICE":  A written communication complying with SECTION 12.7. ("Notify" has
the correlative meaning.)

"OPTIONAL SERVICE":  A Service that may be unilaterally discontinued by
either Party in accordance with the Agreement.

"PARTIES":  Collectively, Sabre and TCY. ("Party" means either Sabre or TCY.)

"PERSON":  An individual; a corporation, partnership, trust, association, or
entity of any kind or nature; or a Governmental Authority.

"PRICE":  The amount or rate, in either case whether fixed or variable and
however measured, charged to TCY for a Service, as agreed by the Parties.

"PROCEEDINGS":  Any action, suit, claim, investigation, demand, audit, or
other proceedings by or before any Governmental Authority or any arbitration
proceedings.

"REASONABLE CONSENT":  The prior written consent of a Party (in any
capacity), which may not be unreasonably withheld or delayed.

"REASONABLE EFFORTS":  The efforts of a Party that are commercially
reasonable under the circumstances, which do not require a Party to institute
or prosecute any Proceedings or to pay any Person other than that Party's
representatives or agents, including (only as to Sabre) Subcontractors.

"REPRESENTATIVES":  Collectively, Sabre's Representative and TCY's
Representative.

"SABRE": Sabre, Inc., a Delaware corporation.

"SABRE'S REPRESENTATIVE":  The individual agent or representative designated
by Sabre to be Sabre's formal liaison with or representative to TCY for
matters relating to the Agreement, having the (non-exclusive) authority and
responsibility described in the Agreement.

"SABRE'S TRANSITION CHARGES":  The sum of the following, incurred in or
resulting from Sabre's compliance with requests for transition assistance for
up to [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after Expiration or
during the Transition Period (as the case may be):

                                       3
<PAGE>
                                                                CONFIDENTIAL

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

"SCHEDULE":  A Schedule to the Agreement that describes a Service, and the
location or locations at which that Service is to be rendered if not at
Sabre's offices or Subcontracted.

"SERVICE":  An individual management service, to be rendered by Sabre under
the Agreement, that is described as a "Service" in a Schedule.  A Service may
also be described in a Schedule by all or a portion of its constituent Tasks.

"SERVICE SUBCONTRACT":  An agreement or arrangement, oral or written, under
which a Subcontractor is to render or perform any Service or Task on Sabre's
behalf or in Sabre's stead.

"SUBCONTRACT":  Sabre's entering into a Service Subcontract. ("Subcontracted"
and "Subcontracting" have correlative meanings.)

"SUBCONTRACT TERMINATION PENALTY":  An obligation described in, as part of
the terms of, a Service Subcontract to pay the Subcontractor a charge, fine,
penalty, or other amount upon the termination or partial termination of that
Service Subcontract, including any return to the Subcontractor of any
equipment or goods held under that Service Subcontract.

"SUBCONTRACTOR":  A Person, other than an employee of Sabre, who or which
enters into a Service Subcontract with Sabre.

"SUBSIDIARY":  As to any Person, any other Person of which more than fifty
percent (50%) (in number of votes) of the issued and outstanding securities
having ordinary voting power for the election of at least a majority of the
directors is owned or controlled, directly or indirectly, by that Person.

"TASK":  Any one of the group of processes, procedures, or services that is
described in a Schedule as constituting, or included in, a Service.

"TCY ALLOCABLE PERCENTAGE" has the meaning given in Section 4.1(a)(ii).

"TERMINATION DATE":  The date on which the Agreement is terminated in
accordance with SECTION 10.1, without regard to any Transition Period.

"THIRD-PARTY CLAIM":  A claim of liability asserted against either Party by a
Person other than the other Party or either Party's Indemnified Agents.

"TRANSITION PERIOD":  The maximum
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after the Termination Date
during which Sabre shall, as TCY reasonably requests, render one or more
Services in accordance with SECTION 10.3(a) or provide transition assistance
in accordance with SECTION 10.3(b).

"TCY":  Travelocity.com LP, a Delaware limited partnership.

"TCY COMPANY":  Travelocity.com Inc., a Delaware corporation, and any entity
over which TCY has Control.

"TCY'S REPRESENTATIVE":  The individual agent or representative designated by
TCY to be TCY's formal liaison with or representative to TCY for matters
relating to the Agreement, having the (non-exclusive) authority and
responsibility described in the Agreement.

B.    INTERPRETATIVE MATTERS.  The Agreement is the result of the Parties'
negotiations, and no provision of the Agreement shall be construed for or
against either Party because of the authorship of that provision. In the
interpretation of the Agreement, except where the context otherwise requires:

                                       4
<PAGE>
                                                                CONFIDENTIAL

1.  "including" or "include" does not denote or apply any limitation;

2.  "or" has the inclusive meaning "and/or";

3.  "$" refers to United States dollars;

4.  the singular includes the plural, and vice versa, and each gender includes
each of the others;

5.  captions or headings are only for reference and are not to be considered in
interpreting the Agreement;

6.  "Article" and "Section" refer to an Article and Section, respectively, of
the Agreement, unless otherwise stated in the Agreement;

7.  an event to occur, an action to be performed, or a condition to be satisfied
"by" or "as of" a stated date in the Agreement shall occur or be effective or
satisfied no later than 5:00 p.m. on that date; and

8.  each reference to a time of day in the Agreement is to local time in Fort
Worth, Texas, and "midnight" begins a day.

                                       5
<PAGE>
                                                                CONFIDENTIAL

                                     EXHIBIT A

                            DISPUTE RESOLUTION APPENDIX

1.    CERTAIN DEFINITIONS

This Section 1 sets forth certain definitions used in this Dispute Resolution
Process.  Other capitalized terms used but not defined here in 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)   Disputes shall first be submitted to the Representatives as
                  indicated in Section 3 of this Exhibit.

            (ii)  If a Dispute is not resolved by the Representatives, then
                  either Party may submit the Dispute to mediation as outlined
                  in Section 4 of this Exhibit.

            (iii) If a Dispute is not resolved by mediation, then either Party
                  may submit the Dispute to binding arbitration in accordance
                  with Section 5 of this Exhibit.

            A referral under either Section 2(a)(ii) and/or 2(a)(iii) of this
            Exhibit shall be made by written notice to the Representatives.
            That notice shall be in a form mutually agreed to by the
            Representatives or an electronic mail message and addressed to each
            Representative at his or her office address or electronic mail
            address; each notice shall be given and effective upon actual
            receipt.

3.    DISPUTE RESOLUTION.

      (a)   REPRESENTATIVE ACTION.

            If the Dispute (a) involves less than [TEXT OMITTED - CONFIDENTIAL
            TREATMENT REQUESTED], and (b) does not require an amendment to the
            Services, Fees or any other material term of the Agreement, the
            Representatives will discuss the Dispute in good faith in an attempt
            to resolve the Dispute to the mutual satisfaction of both Parties.
            If the Representatives are unable to resolve the Dispute to the
            mutual satisfaction of both 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 Exhibit.

4.    MEDIATION.

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

                                       1
<PAGE>
                                                                CONFIDENTIAL

      (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.

      (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.

5.    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.

                                       2
<PAGE>
                                                                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 5.  The Parties and the panel
            may, however, agree to vary the provisions of this Section 5 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 5 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 5 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

            (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

                                       3
<PAGE>

            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 5.

      (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.

6.    RECOURSE TO COURTS.

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

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

      (b)   seek provisional or temporary injunctive relief 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 5 of this Schedule.

7.    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.

8.    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 Schedule.

9.    EXCLUSIVE REMEDY.

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 schedule 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 or the provision of the
base services or variable services by sabre.  Nothing in this exhibit
prevents the parties from exercising their rights to terminate the agreement
in accordance with article x of the agreement.

10.   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 article x,
sabre will continue to provide the services during any dispute resolution
proceedings (whether informal or formal) commenced pursuant to this exhibit
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

                                       4
<PAGE>
                                                                CONFIDENTIAL

exhibit.  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 article x of the
agreement.

11.   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.


                                       5
<PAGE>
                                                                CONFIDENTIAL

                                     EXHIBIT B

                                       NOTICE

If to Sabre:

      Sabre Inc.
      MD 4204
      4255 Amon Carter Blvd.
      Fort Worth, TX 76155
      Fax: (817) 967-1215
      Attention: President

      With a copy to:

      Sabre Inc.
      MD 4204
      4255 Amon Carter Blvd.
      Fort Worth, TX 76155
      Fax: (817) 967-1215
      Attention: General Counsel

If to TCY:

      Travelocity.com LP
      4200 Buckingham Road, MD 1400
      Fort Worth, Texas 76155
      Fax: (817) 963-8869
      Attention: President

      With a copy to:

      Travelocity.com LP
      4200 Buckingham Road, MD 1400
      Fort Worth, Texas 76155
      Fax: (817) 963-8869
      Attention: General Counsel


                                       1
<PAGE>
                                                                CONFIDENTIAL

                                     EXHIBIT C

                            ADDITIONAL OPTIONAL SERVICES



The Services currently described on the Schedules, which are not initially
selected by TCY on Schedule XIV.



                                       1
<PAGE>

ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES



                                      SCHEDULES



                         ADMINISTRATIVE SERVICES AGREEMENT



<PAGE>
ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES

Note: Certain of the Services and Tasks described below will not be relevant
to TCY's business and operations.  To the extent that such Services and Tasks
are not relevant, then Sabre will not perform such Services or Tasks for TCY,
and TCY will not be required to pay for such Services or Tasks.

                                      Schedule I

                       TAX ADMINISTRATION SERVICE (MANDATORY)

DESCRIPTION OF SERVICE:  Tax Administration is defined as tax research and
planning and tax return preparation in compliance with tax statutes and
regulations.  The Tasks to be performed under Tax Administration Service
(Mandatory) consist of:

A.    U.S. federal and state income tax compliance
      i.    tax return preparation and tax payment processing
      ii.   representation on audits and contests
      iii.  management of development of tax and accounting systems to minimize
            compliance costs

B.    U.S. federal and state income tax accounting and reporting
      i.    income tax account analysis
      ii.   tax provision accounting

C.    U.S. federal and state income tax planning and projects
      i.    research and planning to assess impact of taxes on operations and on
            proposed transactions
      ii.   legislative and regulatory monitoring

D.    Sales/use, excise, property and other transaction taxes
      i.    Tax return preparation and property tax rendition filing
      ii.   Tax payment processing
      iii.  Audits and contests
      iv.   Research and planning
      v.    Monitor legislation and regulations effecting the business
      vi.   Tax accounting

E.    International
      i.    Manage tax return preparation and VAT collection calculations
      ii.   Foreign audits and contests
      iii.  Research and planning
      iv.   Monitor legislation and regulations effecting the business
      v.    Tax accounting

F.    Systems Development
      i.    Develop design specifications for the new financial and logistics
            systems to automate the tax functions
      ii.   Assisting in the developments of semi-automated accounting systems
      iii.  Maintenance and modifications of tax systems


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ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES

                                     Schedule II

              HUMAN RESOURCES GOVERNMENT REPORTING SERVICE (MANDATORY)

DESCRIPTION OF SERVICE:  Tasks to be performed to support TCY's compliance with
U.S. Federal human-resources-related reporting statutes.  The Tasks to be
performed consist of:

A.    Summary Plan Descriptions
B.    Pension Annual Reporting and Disclosure, maintaining ERISA administration
      requirements, plan documentation, research and analysis, ADA
      accommodations, and Affirmative Action / Department of Labor / EEO
      administration.
C.    State unemployment compensation administration, including responding to
      State and Federal government agencies (including State unemployment
      compensation claims, and claims regulated by State and Federal equal
      employment opportunity agencies); processing unemployment compensation
      claims; monitoring charges to TCY unemployment accounts in each State; and
      administering rates assigned by States.



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ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES

                                   Schedule III

                                ACCOUNTING SERVICES



                              CASH ACCOUNTING SERVICE

DESCRIPTION OF SERVICE:  The Tasks to be performed consist of:

A.    Reconciliation of domestic bank accounts
B.    Identification and resolution of cash irregularities and cash reporting
      issues
C.    Primary internal control relative to cash
D.    Recognition of foreign currency adjustments
E.    Investigation, resolution and subsequent clearing of reconciling items

                                RECEIVABLES SERVICE

DESCRIPTION OF SERVICE:  The Tasks to be performed consist of:

A.    Receivable Billing/Accounting
      i.    Bill posting to the receivable sub-ledger system
      ii.   Cash applications
      iii.  Coordination of settlement with Airlines Clearing House, or IATA
            Clearing House
      iv.   Account reconciliation, and receivable servicing

                             PAYROLL PRODUCTION SERVICE

DESCRIPTION OF SERVICE:  Responsible for the calculation and distribution of
payroll checks and incentive compensation checks.  The Tasks to be performed
consist of:

A.    Regular Checks - Processing of regular paychecks on a weekly, bi-weekly,
      and semi-monthly basis
B.    Remote Checks - Processing of remote or supplemental paychecks for
      adjustments
C.    Gross Pay Adjustments to be completed during the next regular pay period
D.    Garnishments
E.    Stop payments for lost or stolen paychecks
F.    Bonuses and Special Payments - Processing of special payments that require
      development changes

                           PAYROLL TAX ACCOUNTING SERVICE

DESCRIPTION OF SERVICE:  The Tasks to be performed consist of:

A.    Payroll Taxes - Charges for the collection, remittance and accounting for
      payroll taxes and other moneys collected from employee paychecks.  The
      cost is driven by the number of payroll checks that are processed in one
      calendar year.
B.    Payroll Tax Reporting - Charges for reporting for Federal and State
      withholding and unemployment taxes.  The costs are driven by the number of
      states worked.
C.    Payroll Tax Year End - Charges for the year end production of annual wage
      and tax statements.  The cost is driven by the number of W-2s issued in
      one calendar year, and the number of states worked.

                              PAYROLL CUSTOMER SERVICE

DESCRIPTION OF SERVICE:  The Tasks to be performed consist of:


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ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES

A.    Employment Verification - Completion of the wage and employment
      information requested by lending institutions.
B.    W-2 Reissues.
C.    Employment Receivables - The administration and collection of balances
      from employees for advances, uniforms, and salary overpayments, check
      distribution special handling.

      NOTE that certain related fees are paid directly by TCY, its employees, or
      relevant lending institutions.

                          DISBURSEMENTS PRODUCTION SERVICE

DESCRIPTION OF SERVICE:  The Tasks to be performed consist of:

A.    Usage of EDI Mailbox and translator, Federal Express
B.    Other EDI
C.    Audit and Processing of contract based payments



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ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES

                                     Schedule IV

                           HUMAN RESOURCES ADMINISTRATION

DESCRIPTION OF SERVICE:  The Service consists of:

Employment relations administration generally, but excluding mandatory Services
described on Schedule II, and further consisting of the following Tasks:

            SERVICE DESCRIPTION
Providing and Managing Health and Welfare Benefits
Management and Professional Recruitment
College Recruitment
Support Staff Recruitment
Managing Employee Information and Documentation
Managing Employee Performance and Terminations
Compensating Employees and Job Leveling
Bonus Commission Programs
Providing Retirement Benefits
Training Management
Maintain Human Resources Information System (HRIS)
Providing and Managing Workers Compensation
Facilitating Management Career Moves
Developing Admin / Interpreting Corporate Policy
Assisting AMR Executives - Executive administration
Evaluating Employees and their Performance Progress
Relocating Employees
Admin and Cost Control
Managing employees' employment-related complaints
Executive compensation administration
Family Medical Leave Act Application Processing and Program Administration


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ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES

                                      Schedule V

                                   Medical Services

DESCRIPTION OF SERVICE:  The Tasks to be performed consist of:

A)    Employee Assistance Program Services (as required by the Federal Drugfree
      Workplace Act)
B)    Full TCY Employee Access to all Sabre Preventive Healthcare Programs
C)    Ergonomics Support Including Workstation Design And Other OSHA Required
      for all Ergonomics Services
D)    ADA-Related Ergonomic Accommodations Work
E)    Occupational Healthcare Litigation Support
F)    Full Access to all Sabre Travel Medicine Databases, and Applicable
      Occupational Healthcare Record Keeping (but not OSHA Log Record keeping).
G)    New Hire Physicals--Non-Safety Sensitive
H)    Clinic - Employee Visit
I)    Employee Drug and Alcohol Testing
K)    Other services will be provided to TCY on a by-request basis



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ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES

                                    Schedule VI

                                 FINANCIAL SERVICES

                          General Corporate Finance Services

DESCRIPTION OF SERVICE:  As more fully described below, Sabre Finance Department
will provide TCY centralized finance services. The Tasks to be performed by
Sabre consist of:

A.    Cash Management Strategies
B.    Consolidated Financial Planning and Analysis
C.    Business Insurance Administration
D.    Financial Systems Services
E.    Strategic Planning and Corporate Development Advisory Services
F.    Investor Relations

                          BANKING/CASH MANAGEMENT SERVICE

DESCRIPTION OF SERVICE:  Sabre shall provide TCY centralized cash management
services which are substantially the same as the cash management services
provided by Sabre to TCY immediately prior to the Effective Date.  The Tasks to
be performed by Sabre consist of:

A.    Cash Management Strategies
      i.    optimize the utilization of the daily cash activity
      ii.   maintain separate bank accounts for TCY and, in connection
            therewith, open and close bank accounts, as required
      iii.  design, develop and implement enhanced, practical, cost-efficient
            cash management processes
      iv.   negotiate for new improved bank services
      v.    review bank services and fees
B.    Cash Mobilization
      i.    initiate properly approved wire transfers
      ii.   collect all available bank account balances
      iii.  fund all disbursements accounts
      iv.   coordinate daily with investment services resources for all cash
            excess/shortfalls
      v.    generate, as needed, advance to and/or from Sabre
C.    Coordination of Letters of Credit
D.    Pass-Through expense of banking service charges
E.    Cash Investment - transfer excess cash to investment services resources,
      which will invest such cash in a manner consistent with the investment
      objectives utilized by the investment services resources for TCY as of the
      date of this Agreement.

                             CORPORATE FINANCE SERVICE

DESCRIPTION OF SERVICE:  The Tasks to be performed consist of:

A.    Coordination of Financing Decisions
B.    Risk Assessment and Management
C.    Financing Administration

                     BUSINESS INSURANCE ADMINISTRATION SERVICE

DESCRIPTION OF SERVICE:   The Tasks to be performed consist of:

A.    Negotiation of Insurance Policy Terms and Premiums


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ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES

B.    Contract Review and Revisions
C.    Claims Handling
D.    Calculation for the allocation of insurance premiums to TCY

TCY may determine, in its discretion, whether to obtain its own business
insurance policies or to participate in one or more business insurance policies
obtained or arranged by Sabre.  To the extent that TCY elects (by agreement with
Sabre) to so participate, TCY shall pay a portion of the premiums for the
insurance policies in which it participates based on an allocation methodology
agreed upon by the Parties for those policies.

                             FINANCIAL SYSTEMS SERVICE

DESCRIPTION OF SERVICE: Tasks consist of providing usage of Financial Services
systems applications, including SAP.
                                 STRATEGIC PLANNING

Strategic planning services.


                                INVESTOR RELATIONS

Investor relations services


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ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES

                                     Schedule VII

                             GENERAL CORPORATE SERVICES

                          SABRE SUPPLY MANAGEMENT SERVICE

DESCRIPTION OF SERVICE:  The Supply Management Service will be performed in
accordance with a corresponding power of attorney granted to Sabre.  The Tasks
to be performed are needs identification, bid proposals, awarding process,
ordering process, delivery process, payment and maintenance process for:

A.    Hardware Purchases including Personal Computers, Telecommunications
      Equipment, and Printers
B.    Software Purchases and Licensing Agreements
C.    Telecom Services and Maintenance Contracts

                             CORPORATE SECURITY SERVICE

DESCRIPTION OF SERVICE:   The Tasks to be performed consist of:

A.    Investigations
B.    Consultation & Representation
C.    Ticket Loss Prevention
D.    Audits & Tests
E.    Instruction
F.    Administration

                           SAFETY ADMINISTRATION SERVICE

DESCRIPTION OF SERVICE:   The Tasks to be performed consist of:

A.    Ground Safety
      i.    Employee Injury and Illness
      ii.   Ergonomic Program
      iii.  Safety Audits
      iv.   OSHA Administration
      v.    Industrial Hygiene Program
      vi.   Safety Training

B.    Environmental Safety
      i.    Environmental Assessments
      ii.   Environmental Training
      iii.  Legal & Lobbying
      iv.   Environmental Regulations
      v.    Technical Assistance and Support
      vi.   Program and Professional Development Services
      vii.  Waste Minimization Programs
      viii. Recycling Programs


                            GENERAL SERVICES DEPARTMENT

DESCRIPTION OF SERVICE: The Services (which are not merely Tasks) to be
performed will consist of:



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ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES

1.1   Services

A.    Archives

B.    Reserved Parking Permits Administration
C.    Mail Services includes mailings by USPS below 1,000 pieces
D.    USPS Postage for orders exceeding 1,000 pieces not covered by Mail
      Services
E.    HDQ Telephone Directory
      i.    Maintain Corporate Mailing Lists
      ii.   Maintain Company Regulations
F.    Administration of contracts executed between Sabre and subcontractors for
      Services not performed by Sabre employees

                  GENERAL SERVICES' PASS-THROUGH EXPENSES SERVICE

DESCRIPTION OF SERVICE: Sabre pays Subcontractors for the following Services
(which are not merely Tasks).  The list below represents a pass-through of
expenses allocable to TCY.


1.2   Services

A.    Employee Shuttle Service DFW/HDQ/DFW

B.    Paper Supplier

C.    Installation and Management of Copiers

D.    Printing and Mailing Services
E.    Cafeteria and Vending Services
            CPIV and Trinity

[Buildings Served:  Sabre is offering General Services to TCY at the following
locations:

      CPI         CPIV

CORPORATE CARD SERVICE

A.    Administration of Corporate Card


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ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES

                                    Schedule VIII

                                   LEGAL SERVICES

DESCRIPTION OF SERVICE: Tasks consist of rendering professional legal services
for matters in the following areas:

A.    Labor and Employment Law
      i.    Labor Litigation
      ii.   Equal Employment Opportunity Commission Claims (EEOC)
      iii.  Department of Human Rights Claims (DHR)
      iv.   Railway Labor Act Issues and Claims
      v.    OSHA Issues and Claims
      vi.   Environmental Issues and Claims
      vii.  Immigration Filings
      viii. Garnishments
      ix.   ERISA Issues
B.    Litigation
      i.    Commercial Litigation
      ii.   Antitrust Litigation
      iii.  EC Regulation
      iv.   CRS Issues
      v.    Federal Aviation Administration Issues and Claims (FAA)
      vi.   Subpoenas
C.    Corporate Law
      i.    Contract Review and Preparation
      ii.   Mergers and Acquisitions
      iii.  Corporate Registrations
      iv.   Corporate and Securities law compliance
      v.    Real Estate
      vi.   Bankruptcy
      vii.  Intellectual Properties
      viii. Customs
D.    Corporate Finance
      i.    Public Financing
      ii.   Private Financing
      iii.  SEC Regulations
E.    General Regulatory Matters
F.    Government Affairs Service
      i.    U.S. Federal Government Regulations
      ii.   State and Local Government Relations
      iii.  Coordination of Sabre Lobbying Efforts at all levels of Government


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ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES

                                     Schedule IX

                                   AUDIT SERVICE

DESCRIPTION OF SERVICE: Conducting internal audits and coordinating external
audit functions.


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ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES

                                      Schedule X

                                FACILITIES SERVICES

DESCRIPTION OF SERVICE: The Tasks to be performed at the current TCY locations,
and other locations agreed to by the parties, will consist of:

A.    Facilities Support
      i.    Space Programming Studies
      ii.   Manage Design Professionals
      iii.  Cost Estimations/Refinement for New Projects
      iv.   Evaluate Requests for Proposals (RFPs)
      v.    Value Engineering
      vi.   Project Feasibility Studies
      vii.  Bidding and Contract Negotiations
      viii. Project Management
      ix.   Contract Audit Control
      x.    Project Close Out
      xi.   HDQ Space Planning
B.    Properties Support
      i.    Rate and Change Evaluation
      ii.   Tenant and Landlord Liaison
      iii.  Negotiation of New Leases
      iv.   Negotiation of Additional Services under Leases
      v.    Property Management
      vi.   Real Estate Market Analysis
C.    Planning and Technical Support
      i.    Environmental Engineering
      ii.   Energy Audits
      iii.  Automation Environment
      iv.   Pre-Conditioned Air / Ground Power
      v.    Material Handling Systems
D.    Facilities Maintenance Pass-Through Expense
      i.    Sabre General Services pay Subcontractors providing facilities
            maintenance services (e.g., hazardous waste removal, janitorial
            services and pest control), for Prices consisting only of a pass-
            through of expenses (under the Service Subcontracts) allocable to
            TCY.
E.    Utilities Management Services


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ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES

                                     Schedule XI

                          CORPORATE COMMUNICATIONS SERVICE

DESCRIPTION OF SERVICE: The Tasks to be performed consist of:

A.    Strategic Planning & Counseling
B.    Media Relations
C.    Marketing Communications
D.    Issues Management
E.    Project Management
F.    Executive Support
G.    Internal Communications
H.    On-Line Communications
I.    Financial Reporting Communications
J.    Administration and Clerical Duties
K.    Community Relations


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ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES

                                     Schedule XII

                             CORPORATE TRAVEL SERVICES

             OTHER AIRLINE (OA) PERSONAL TRAVEL ADMINISTRATION SERVICE

DESCRIPTION OF SERVICE:  Sabre will provide administrative support for TCY's
personal travel on Other Airlines (OA).  Tasks to be performed consist of:

A.    Secure of agreement with Other Airlines (OAs)
      i.    Draft cover letters
      ii.   Revise Sabre ID agreement to include the TCY
      iii.  Negotiate new arrangements with each airline
      iv.   Conclude and execute revised agreements
B.    Contract Maintenance
      i.    Ongoing negotiations
      ii.   Secure additional carriers
      iii.  Conflict resolution with OAs
      iv.   Contract preparation and filing
C.    Administrative Support
      i.    Provide updates to TCY reference material
      ii.   Respond to employee inquiries
      iii.  Prepare PNRs for ticketing
      iv.   Provide OA with pay-back passes on AA

             OTHER AIRLINE (OA) BUSINESS TRAVEL ADMINISTRATION SERVICE

DESCRIPTION OF SERVICE:  Sabre will provide administrative support for the TCY's
business travel on Other Airlines (OA).  Tasks to perform consist of:

A.    Secure Business Travel on Other Airlines
      i.    Negotiate arrangements with other airlines
      ii.   Provide other airlines travel on AA
B.    Contract Maintenance
      i.    Process TCY pass requests
      ii.   Process OA business travel requests
C.    Administrative Support
      i.    Provide updates to the TCY reference manual
      ii.   Respond to employee inquiries
      iii.  Prepare PNRs for ticketing

                           CORPORATE TRAVEL DESK SERVICE

DESCRIPTION OF SERVICE:  The Tasks to be performed consist of:

A.    Booking of Hotels for Business Travel and Interline Rates
B.    Booking for Rental Vehicles for Business Travel at Interline Rates


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ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES

                                   Schedule XIII

                             Executive Office Functions

DESCRIPTION OF SERVICE:  Sabre provides executive office support, for its
Subsidiaries (including TCY), in the following areas of executive function:

A.    Chief Executive Office
B.    Chief Financial Officer
C.    Chief Information Officer


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ADMINISTRATIVE SERVICES AGREEMENT                     SCHEDULE OF  SERVICES

                                    Schedule XIV

                       TCY Allocable Percentage for Year 2000

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]