<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]."

















                     INFORMATION TECHNOLOGY 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]."

                      INFORMATION TECHNOLOGY SERVICES AGREEMENT

      THIS INFORMATION TECHNOLOGY SERVICES AGREEMENT (this "Agreement"),
dated as of March 7, 2000 (the "Effective Date"), is between TRAVELOCITY.COM
LP, a Delaware limited partnership ("Customer"), and SABRE INC., a Delaware
corporation ("Sabre").

                                      BACKGROUND

      Whereas, in order to support Customer's ongoing business operations,
Customer has requested that Sabre provide certain information technology
services to Customer; and

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

                        ARTICLE I.  RELATIONSHIP MANAGEMENT

1.1   SABRE ACCOUNT MANAGER.  Sabre will appoint a Sabre Account Manager who
      will be (a) primarily dedicated to Customer's account and serve as
      Customer's primary contact, (b) responsible for managing and coordinating
      delivery of Services, and (c) authorized to act for Sabre in the ordinary
      course of administering this Agreement (subject to the limits of authority
      in the Contract Administration Process).

1.2   CUSTOMER ACCOUNT MANAGER.  Customer will appoint a Customer Account
      Manager who will (a) serve as Sabre's primary contact, (b) have overall
      responsibility for managing and coordinating the performance of Customer's
      obligations, and (c) be authorized to act for Customer in the ordinary
      course of administering this Agreement (subject to the limits of authority
      in the Contract Administration Process).

1.3   RELIANCE ON INSTRUCTIONS.  In performing this Agreement, a Party may rely
      on written instructions, authorizations and other information provided (a)
      by the other Party's Account Manager within his limits of authority and
      (b) as to areas of competency, within limits of authority and as specified
      in writing by the other Party's Account Manager, by other specified
      personnel of the other Party.  A Party will incur no liability or
      responsibility in relying on or complying with such written instructions,
      authorizations or other information.

1.4   MEETINGS.  The Account Managers will meet at least monthly (and more
      frequently as mutually agreed) to discuss the Parties' performance of this
      Agreement and any relevant operational issues.  The Account Managers,
      along with other designated executives of the Parties, will meet at least
      annually to discuss their strategic objectives for the Base Services and
      any Variable Services, as well as long-range planning.

                                ARTICLE II. SERVICES

2.1   BASE SERVICES.  During the term of this Agreement as set forth in SECTION
      11.1, Sabre will be the sole provider to Customer of, and Customer will
      obtain from Sabre all of its requirements for, the Base Services.  The
      Base Services include only those services specifically described in
      SCHEDULES 2.1, 2.2, 2.3 and 2.4.

2.2   VARIABLE SERVICES.

                                       1
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                                                                    CONFIDENTIAL

      (a)   EXCLUSIVE VARIABLE SERVICES.  Sabre will be the sole provider to
            Customer of, and Customer will obtain from Sabre all of its
            requirements for, the Exclusive Variable Services.  Except to the
            extent that this Agreement specifically requires Sabre to provide
            Exclusive Variable Services in certain circumstances, Sabre will not
            begin performing any Exclusive Variable Service until the Parties
            have completed and executed a Work Order for such Exclusive Variable
            Service.

      (b)   NON-EXCLUSIVE VARIABLE SERVICES.  Customer may obtain Non-Exclusive
            Variable Services from any Third Party; provided, however, that
            before entering into an agreement with a Third Party, Customer will
            notify Sabre of Customer's intent to enter into such agreement; and
            Customer shall comply with its obligations contained in
            SECTION 2.8(a) and SECTION 5.2.  If Customer and Sabre agree that
            Sabre will provide Non-Exclusive Variable Services to Customer, then
            (except to the extent that this Agreement specifically requires
            Sabre to provide Variable Services in certain circumstances) Sabre
            will not begin performing such Non-Exclusive Variable Service until
            the Parties have completed and executed a Work Order for such
            Non-Exclusive Variable Service.

2.3   MIGRATION OF PREVIEW OPERATIONS.

      (a)   As of the Effective Date, the Base Services do not pertain to the
            Preview Operations.  Pursuant to the provisions of this SECTION 2.3,
            if Customer solicits (on a bid, RFP or other competitive basis) a
            bona fide offer to provide IT services, then Customer will notify
            Sabre and allow Sabre a period of time, consistent with the time
            afforded to Third Party offerors, to submit a proposal to provide
            such IT services with respect to the Preview Operations.  In
            response to Customer's solicitation, Sabre will submit a proposal to
            provide Base Services with respect to the Preview Operations and, if
            Customer accepts such proposal, will provide the Base Services with
            respect to the Preview Operations. The expansion of Base Services to
            include the Preview Operations will be a Change subject to the
            Contract Administration Process.

      (b)   Within 180 days after the Effective Date, Customer will advise Sabre
            if Customer desires Sabre to provide a Category of Service with
            respect to the Preview Operations.  Sabre will not be required to
            provide Web Hosting Services with respect to the Preview Operations,
            unless Sabre is also providing Data and Voice Services with respect
            to the Preview Operations, and vice versa.  As soon as reasonably
            practicable following such notice, Sabre will consult with Customer
            regarding, and develop the  Migration Plan for, such Category of
            Service.  During the Migration Period, Customer and any Third Party
            IT Service Providers of Customer will continue to provide the
            selected services with respect to the Preview Operations, and
            Customer will obtain, at its expense, the assistance of such Third
            Party IT Service Providers in connection with the migration of such
            services to Sabre, all according to the Migration Plan.  Sabre's
            work in developing the Migration Plan, and providing Migration
            Services, will be an Exclusive Variable Service.  During the
            Migration Period, Customer will provide to Sabre the services of
            Customer's transition team, and such other services as are required
            by the Migration Plan.

      (c)   Following the Migration Completion Date with respect to any Category
            of Service selected by Customer, the "Base Services" will include
            such Category of Service with respect to the Preview Operations.

      (d)   If Customer requests that Sabre provide Web Hosting Services with
            respect to the Preview Operations, then such Services will be
            provided at the Data Center at which Web Hosting Services are then
            being provided by Sabre, unless otherwise agreed by Sabre.

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                                                                    CONFIDENTIAL

2.4   LOCATIONS.  The Fees provided in SCHEDULE 8 are based on the assumption
      that the Base Services will be provided at the Service Locations, and that
      (to the extent that Access Locations are specifically described in the
      description of Services) Customer will access certain Services from the
      Access Locations.  Customer may, by notice to Sabre, request changes in
      the specified locations pursuant to the Contract Administration Process.

2.5   WEB HOSTING SERVICES: SPECIAL PROVISIONS.

      (a)   Customer may, as a Change governed by the Contract Administration
            Process, elect to have Sabre provide one or more of the Optional Web
            Hosting Services identified in SCHEDULE 2.3.  To the extent that
            transition services are necessary or appropriate in order to
            implement Sabre's provision of Optional Web Hosting Services
            selected by Customer, then Sabre's work in developing a transition
            plan and providing related transition services will be an Exclusive
            Variable Service, and Customer will provide to Sabre the services of
            Customer's transition team and such other services as are required
            by the transition plan.  Upon such effective date, the selected
            Optional Web Hosting Service(s) will become part of the Web Hosting
            Services.  Customer may terminate one or more of the Optional Web
            Hosting Service(s) upon not less than sixty (60) days notice to
            Sabre.  If Customer elects to terminate a particular service within
            a category (e.g., optional capacity planning services, system
            manager customer interface, etc.) of Optional Web Hosting Services,
            then Customer must terminate all services within such category.  If
            Customer has terminated such a category of Optional Web Hosting
            Services, then it may not later elect to have Sabre provide such
            category of service.

      (b)   Immediately following the termination of the Web Hosting Services,
            Customer will (at Customer's sole cost and expense) remove from the
            Tulsa Data Center, or any other Data Center at which Sabre then
            provides the Web Hosting Services, Customer's hardware, system
            software, and other Customer Assets comprising the web hosting
            infrastructure then located at the Tulsa Data Center or such other
            Data Center, as applicable.  As a Termination Assistance Service,
            Sabre will cooperate with such removal.  Customer will accomplish
            such removal in accordance with the reasonable requirements of
            Sabre, including those intended to avoid technical, operating or
            security problems at the Tulsa Data Center or such other Data
            Center, as applicable.

      (c)   Customer may (at its sole cost and expense) move its hardware,
            system software and other Customer Assets comprising the web hosting
            infrastructure from the Tulsa Data Center or any other Data Center
            at which Sabre then provides the Web Hosting Services to a Data
            Center located in the Dallas-Fort Worth Metroplex area.  Sabre will
            cooperate with such removal as a Change to the Web Hosting Services
            subject to the Contract Administration Process.  Customer will
            accomplish such removal in accordance with the reasonable
            requirements of Sabre, including those intended to avoid technical,
            operating or security problems at the Tulsa Data Center and such
            other Data Centers.

      (d)   Sabre will establish and maintain safeguards against the
            destruction, loss or alteration of Equipment in the possession of
            Sabre at its Tulsa Data Center, which are no less rigorous than
            those in effect at the Tulsa Data Center as of the Effective Date.
            While such Equipment is in the possession of Sabre, Sabre shall be
            responsible for Losses with respect to such Equipment, except to the
            extent that any Losses are caused by the actions or omissions of
            Customer.  Sabre will provide reasonable premises security
            procedures and reasonable system security procedures at any place
            where Web Hosting Services are performed by Sabre for Customer.
            Such procedures at the Tulsa Data Center shall be no less rigorous
            than those in effect at the Tulsa Data Center as of the Effective
            Date.

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<PAGE>

                                                                    CONFIDENTIAL

      (e)   Sabre's provision to Customer of the network portion of the Web
            Hosting Services will be subject to the provisions of SCHEDULE 16.

2.6   DEVELOPMENT SERVICES: SPECIAL PROVISIONS.

      (a)   In providing Development Services, Sabre will use design,
            programming, testing and acceptance methodologies consistent with
            Sabre's methodologies for modifications of CRS Software initiated by
            Sabre itself.

      (b)   Sabre will provide Development Services requested by Customer to the
            extent contemplated in the Development Services Budget. [TEXT
            OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

      (c)   Customer may reprioritize projects or change projects upon written
            request to Sabre.  Customer acknowledges that if it reprioritizes
            projects or changes projects from those contemplated in the
            Development Services Budget, such reprioritization or change may
            result in the need for additional and/or fewer Development Resources
            (in the aggregate and with respect to particular skill sets) to
            perform the Development Services, and will be addressed by SECTIONS
            2.6(f) and (g).  In particular, Customer acknowledges that such
            reprioritization or change could require Development Resources with
            different skills than those contemplated in the Development Services
            Budget which could result in customer incurring charges under both
            SECTIONS 2.6(f) and (g) even though the net aggregate Development
            Resources is unchanged.  Initiation of a new Development Services
            project, not contemplated by the Development Services Budget,
            constitutes a Change to be processed under the Contract
            Administration Process.

      (d)   The relative Intellectual Property Rights of Sabre and Customer,
            with respect to CRS Developments, are defined in SECTIONS 4.4 and
            4.5 and may also be defined in the Intellectual Property Agreement.
            If Sabre creates Premium IP in performing Development Services for
            Customer, then the incremental costs and expenses incurred by Sabre
            in complying with such restriction will be negotiated between the
            Parties prior to commencing the development activities for such
            Premium IP; [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

      (e)   The initial Development Services Budget, attached as SCHEDULE 9,
            will be effective for the twelve (12) month period commencing with
            the month in which the Effective Date occurs.  Within thirty (30)
            days following the end of each Quarter thereafter, the Parties will
            amend the then-current Development Services Budget to include the
            Quarter that immediately follows the last Quarter covered by the
            then-current Development Services Budget.  The Parties will act in
            good faith to establish the Development Services Budget for the new
            Quarter, in a manner consistent with the terms of this Agreement.
            In establishing the Development Services Budget for the new Quarter
            Sabre will be obligated to perform the Development Services
            requested by Customer, provided that unless Sabre otherwise agrees,
            Sabre will not be required to provide Development Resources
            exceeding twenty-five percent (25%) of the sum of the (i)
            Development Resources actually provided during the Quarter most
            recently completed; plus (ii) the Development Resources included in
            the Development Services Budget for the three remaining Quarters of
            the then-current Development Services Budget.

      (f)   If Sabre reasonably determines that the Development Resources (in
            the aggregate and/or with respect to particular skill sets) required
            to perform Development Services in a Quarter would exceed the
            corresponding Development Resources contemplated by the

                                       4
<PAGE>

                                                                    CONFIDENTIAL

            Development Services Budget for such Quarter, then Sabre will so
            advise Customer and will use commercially reasonable efforts to
            procure such additional Development Resources for such Quarter.  In
            such event, Customer will pay Sabre for such additional Development
            Resources, at the times and rates described in SCHEDULE 8.

      (g)   If Sabre reasonably determines that the Development Resources (in
            the aggregate and/or with respect to particular skill sets) required
            to perform Development Services in a Quarter would be less than the
            corresponding Development Resources scheduled to be provided during
            such Quarter pursuant to the Development Services Budget, then Sabre
            will so advise Customer, and will use reasonable efforts to
            reallocate to non-Customer engagements the unneeded Development
            Resources during such Quarter.  If Sabre is successful in
            reallocating all or part of the unneeded Development Resources, then
            Sabre will provide to Customer a credit against amounts payable
            pursuant to SCHEDULE 8, with respect to such Quarter, in an amount
            equal to: (i) for Development Resources successfully reallocated to
            Sabre's engagements with Third Party customers, the amounts paid by
            such customers to Sabre with respect to such re-allocated resources;
            and (ii) with respect to those resources reallocated to internal
            development projects of Sabre, Sabre's internal transfer rate; but
            such credit under clause (i) or (ii) will not exceed the amount that
            would have been paid to Sabre by Customer with respect to such
            reallocated resources for such Quarter.

      (h)   Without duplicating credits provided under other provisions of this
            Agreement, for any Quarter, Customer shall not be obligated to pay
            for scheduled Development Resources which are not actually used to
            provide Development Services as a result of Sabre's failure to
            assign such Development Resources to development projects according
            to priorities established in the Development Services Budget.

2.7   DATA AND VOICE SERVICES: SPECIAL PROVISIONS.  Sabre's provision to
      Customer of the Data and Voice Services will be subject to the provisions
      of SCHEDULE 16.

2.8   CERTAIN OTHER MUTUAL SERVICES.

      (a)   If either Party solicits (on a bid, RFP or other competitive basis)
            a bona fide offer to provide Software application development
            services, but excluding any Development Services provided by Sabre
            under this Agreement, then that Party will notify the other Party
            and allow the other Party a reasonable period of time to submit a
            proposal to provide such development services; provided, however,
            that Sabre's obligation to notify Customer under this SECTION 2.8(a)
            is limited to those application development services that fall
            within the scope of Customer's core competency.  The Party
            soliciting offers may then, in its sole, reasonable discretion,
            decide to accept the proposal submitted by the other Party or accept
            a proposal from any Third Party.  If the Party soliciting an offer
            accepts the proposal submitted by the other Party, then the Parties
            will execute a development agreement identifying the nature and
            scope of the application development services, the period of time
            during which such services will be provided, and the basis upon
            which the Party performing such services will be compensated
            therefor.  Neither Party will be obligated to perform any such
            services until the Parties have executed a development agreement.
            [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

      (b)   In addition, either Party may, but is not obligated to, offer the
            other Party the opportunity to participate in joint development or
            co-funding on any Software application development.  To the extent
            that the Parties decide to jointly develop or co-fund any such

                                       5
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                                                                    CONFIDENTIAL

            application development, the Parties will agree upon a development
            process and ownership of any resulting intellectual property in the
            Joint Development Agreement.

      (c)   The provisions of SECTIONS 2.8(a) and (b) shall continue as long as
            Sabre is providing Development Services under this Agreement.
            Except for the provisions expressly set forth in this SECTION 2.8,
            the terms governing a Party's provision of Software application
            development services to the other Party under SECTION 2.8 shall be
            governed by the terms a separate development agreement executed by
            the Parties with respect to such development services, rather than
            the terms of this Agreement.  Notwithstanding the foregoing, except
            to the extent that such rights may be modified by the terms of the
            particular development agreement: (i) the terms of SECTIONS 4.4 and
            4.5 shall apply to Standard IP, Premium IP and Joint Interest IP
            made by a Party, or the Parties jointly, pursuant to this Agreement
            and the separate development agreement; [TEXT OMITTED - CONFIDENTIAL
            TREATMENT REQUESTED]

      (d)   In addition to (and separate from) Sabre's providing Services to
            Customer under this Agreement, a Party may permit the other Party to
            share Software and hardware resources (e.g., BTS servers, and
            "Destination Guide") of the first Party.  Any such sharing of
            resources shall be pursuant to the mutual agreement of the Parties,
            as evidenced by a separate agreement for such sharing of resources
            and reflected in the Parties' separate agreement. [TEXT OMITTED -
            CONFIDENTIAL TREATMENT REQUESTED]  Except for the expressed terms of
            this SECTION 2.8(d), the terms governing the sharing of resources
            shall be those set forth in such separate agreement, rather than the
            terms of this Agreement.

2.9   LAN SERVICES.  Sabre will provide certain local area network services to
      Customer, the scope of which and the pricing for which will be determined
      by the parties after the Effective Date.


                            ARTICLE III.  SERVICE LEVELS


3.1   SERVICE LEVEL AGREEMENTS.  Sabre will use commercially reasonable efforts
      to provide the Base Services in accordance with the SLAs for the Measured
      Services set forth in SCHEDULE 5.

3.2   SLA MONITORING; PERFORMANCE REVIEWS.  Sabre will measure its performance
      of Measured Services against the SLA Standards.  If a measurement is not
      the type of measurement performed by Sabre in the ordinary course of its
      business either for Sabre's internal operations or with respect to other
      Sabre customers, and requires additional software, equipment or other
      measurement tools, then Sabre will acquire and implement such tools (and
      perform such measurements) once the Parties have agreed in writing on the
      resulting Change in Base Fees.  Sabre will provide Customer with the
      monthly performance reports listed on SCHEDULE 6 in the manner described
      therein.  If Customer objects to a performance report, Customer will
      notify Sabre of its specific objections (which notice must describe in
      detail Customer's position) within thirty (30) Business Days of its
      receipt.


                          ARTICLE IV.  PROPRIETARY RIGHTS

4.1   OWNERSHIP OF SABRE IP.  As between Customer and Sabre, Sabre retains sole
      and exclusive ownership of all worldwide Intellectual Property Rights in
      the Sabre IP, including any derivative work, modification, update or
      enhancement.  All rights in and to the Sabre IP not expressly granted to
      Customer in this Agreement or in another written agreement between the
      Parties are reserved by

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                                                                    CONFIDENTIAL

      Sabre.  Nothing in this Agreement will be deemed to grant, by implication,
      estoppel or otherwise, a license under any of Sabre's existing or future
      patents.

4.2   THIRD PARTY SOFTWARE.  All Third Party Software will be and will remain
      the property of the applicable Third Party vendor(s), and, as between
      Sabre and Customer, any derivative work, modification, updates or
      enhancements made by Sabre thereto will be owned by Sabre.

4.3   CUSTOMER ASSETS.  All Customer Assets will be and will remain the property
      of Customer or Customer's Third Party licensors (as applicable), and, as
      between Customer and Sabre, any derivative work, modification, updates or
      enhancements made by Sabre thereto will (subject to SECTIONS 4.4 and 4.5)
      be owned by Customer.

4.4   OWNERSHIP OF DEVELOPED IP.

      (a)   Each Party will own all right, title and interest in and to all
            Standard IP and Premium IP made by such Party pursuant to this
            Agreement, and will control and pay for legal protection, including
            patents and copyrights where appropriate, for all such IP solely;
            provided, however, that such Party will have no obligation to obtain
            or maintain any legal protection for such IP.  No Party will have
            any obligation to enforce or defend any of its IP.  If a Party
            wishes to enforce any of its IP against a Third Party, the other
            Party will cooperate in such enforcement at the enforcing Party's
            expense.

      (b)   Joint Interest IP will be jointly owned by the Parties in accordance
            with the terms of the agreement pursuant to which such Joint
            Interest IP was made ("Joint Development Agreement").  Any rights or
            obligations with respect to obtaining and maintaining legal
            protection for Joint Interest IP will be allocated in accordance
            with the terms of the Joint Development Agreement.  Each Party will
            cooperate with the other Party in any action brought by the other
            Party to enforce Joint Interest IP.

4.5   LICENSE RIGHTS IN DEVELOPED IP.

      (a)   Sabre may grant a license to any Third Party under any of Sabre's
            Standard IP to use and fully exploit such Standard IP.

      (b)   Sabre may grant a license under its Premium IP to any Third Party
            who, at the time such license is granted, is not a Customer Direct
            Competitor.

      (c)   Customer may grant a license to any Third Party under any of
            Customer's Standard IP to use and fully exploit such Standard IP.

      (d)   Customer may grant a license under its Premium IP to any Third Party
            who, at the time such license is granted, is not a Sabre Direct
            Competitor.

      (e)   Sabre hereby grants to Customer a perpetual, worldwide,
            non-exclusive, royalty-free license in all of Sabre's Standard IP
            and Premium IP for the unrestricted use and exploitation (including
            the right to make derivative works of and make modifications
            thereto) by Customer in its business.  Sabre further grants to
            Customer the right to grant sublicenses under any of its Standard IP
            and Premium IP to any Third Party who, at the time such sublicense
            is granted, is not a Sabre Direct Competitor.

      (f)   Customer hereby grants to Sabre a perpetual, worldwide,
            non-exclusive, royalty-free license to all of Customer's Standard
            IP and Premium IP for the unrestricted use and exploitation
            (including the right to make derivative works of and make
            modifications

                                       7
<PAGE>

                                                                    CONFIDENTIAL

            thereto) by Sabre in its business.  Customer further grants to Sabre
            the right to grant sublicenses under any of its Standard IP and
            Premium IP to any Third Party who, at the time such sublicense is
            granted, is not a Customer Direct Competitor.

      (g)   Any Software included in a Party's Standard IP or Premium IP (a)
            shall be licensed to the other Party in both source code and
            executable code, and (b) may be licensed or sublicensed by the other
            Party to Third Parties in executable code only.

      (h)   [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


                        ARTICLE V.  CONTRACT ADMINISTRATION

5.1   CONTRACT ADMINISTRATION PROCESS.  The Contract Administration Process
      describes and governs the process by which the Parties (a) propose or
      request Changes, (b) implement and manage Changes agreed in writing by the
      Parties, (c) resolve problems and issues with the Services and (d)
      implement and manage any other item which this Agreement provides or
      contemplates will be processed in accordance with the Contract
      Administration Process.

5.2   TESTING OF THIRD PARTY SERVICES AND SYSTEMS.  Sabre's acceptance,
      installation, integration, implementation and operation of services,
      software and technology provided by Third Parties or Customer is subject
      to the Contract Administration Process.  Sabre may test any such services,
      software or technology (including changes to Customer's IT environment)
      for compatibility with the Services, Sabre Software, and other components
      of IT systems operated by Sabre.  Sabre may refuse to consent to, accept,
      install, integrate, implement or operate any service, software or
      technology provided by a Third Party or Customer (including any change to
      Customer's IT environment) if: (a) Sabre reasonably believes that any such
      activity would likely (i) have a material adverse impact on Services,
      Sabre Software, or other components of IT systems operated by Sabre or
      Sabre's operations, or (ii) cause a material increase in Sabre's costs to
      provide Services, unless the Parties have agreed in writing to an
      associated increase in Base Fees; or (b) Sabre is not provided, at
      Customer's expense, rights to Access and use such service, software or
      technology on reasonable terms (including requirements for firewalls,
      isolated access and password access) if Sabre's Access to or use thereof
      is necessary to perform Services.  All Sabre activities in connection with
      this SECTION 5.2 are Exclusive Variable Services.

5.3   CHANGES IN DEMAND.  Customer will give Sabre reasonable advance notice of
      material changes in Customer's requirements for any Service.  Customer's
      failure to do so may adversely affect Services, SLAs and Sabre's
      performance under this Agreement, and Sabre will not be liable to Customer
      for such adverse effects.  Subject to the Contract Administration Process
      and Changes in writing agreed by the Parties, Sabre will adjust resources
      in response to such changes in Customer's requirements for Services.


                        ARTICLE VI.  MANAGEMENT OF RESOURCES

6.1   MANAGEMENT OF RESOURCES.

      (a)   GENERAL.  Sabre may reasonably (i) manage all resources used in
            providing Services as Sabre deems appropriate, (ii) decide which
            member of Sabre will perform any particular Service, and (iii)
            modify, enhance, update, add to, eliminate or replace any hardware,
            software, other technology, personnel or other Sabre resource used
            to provide Services or any element of its IT systems (and/or change,
            consolidate, eliminate or add locations from

                                       8
<PAGE>

                                                                    CONFIDENTIAL

            which it provides Services) from time to time so long as such
            action does not materially impair the functionality or performance
            of the Services.

      (b)   CUSTOMER ASSETS.  Sabre will give Customer reasonable advance notice
            of proposed material changes to, replacements for or reallocations
            of Customer Assets.  If such action would constitute a Change, the
            Parties will process such proposals pursuant to the Contract
            Administration Process.  Subject to SECTION 14.11, Customer may
            reasonably refuse such proposed changes, replacements or
            reallocations.

6.2   ACCOUNT TEAM REVIEW.  If Customer is reasonably dissatisfied with any
      Sabre personnel providing services, then Customer will describe in writing
      such dissatisfaction and the reasons therefor.  Sabre shall use
      commercially reasonable efforts to remedy the problem giving rise to such
      dissatisfaction within thirty (30) days after receiving such notice.  If
      Customer remains dissatisfied for good reason with the Sabre personnel in
      question after such thirty (30) day period, Sabre will promptly replace
      such Sabre personnel.

6.3   USE OF SUBCONTRACTORS.  Sabre may subcontract any portion of the Services
      to any Sabre Subsidiary, Sabre Affiliate, and any Third Parties; provided
      that Sabre will not (without Customer's prior consent) subcontract
      Services to a Third Party which (at the time of such subcontracting)
      competes with Customer's business.  Sabre will not disclose any
      Confidential Information of Customer to any subcontractor unless it has
      agreed in writing to protect the confidentiality of such Confidential
      Information in a manner no less restrictive than required under SECTION
      9.2, and to use such information only as needed to perform subcontracted
      Services, and such disclosure shall be only to the extent reasonably
      needed to perform subcontracted Services.  Sabre is responsible for
      Services performed by its subcontractors (excluding subcontractors under
      Service Contracts or other agreements included with the Customer Assets,
      whose performance is the responsibility of Customer).

6.4   MANAGEMENT OF THIRD PARTY SERVICES.  The Parties acknowledge that, to the
      extent provided in the description of Services in SCHEDULES 2.1, 2.2 AND
      2.3, certain of the Services include Sabre's management or procurement of
      various services and products provided by Third Parties at the request, or
      with the consent, of Customer (e.g., certain telecommunications services).
      Customer agrees that this arrangement does not constitute Sabre's
      subcontracting of Services for purposes of this Agreement, and that Sabre
      is not responsible or liable for the performance, inadequate performance
      or non-performance of such Third Party services or products.  The remedies
      for any such Third Party service or product problems to the extent
      attributable to nonperformance or inadequate performance by any such Third
      Party provider or nonconformance of any such Third Party product will be
      the remedies set forth in the applicable agreement with the provider of
      such Third Party service or product.  Nonetheless, if Customer expresses
      any concerns to Sabre about any such Third Party services or products,
      Sabre will use commercially reasonable efforts to manage relationships and
      to minimize difficulties with providers of such Third Party services or
      products.


                        ARTICLE VII.  CUSTOMER'S OBLIGATIONS

7.1   RESTRICTIONS ON USE.

      (a)   GENERAL.  Customer will restrict access to and use of the Services,
            Sabre Software and other components of IT systems owned or licensed
            by Sabre and utilized by Sabre to perform Services to Customer's own
            employees and individual independent contractors who require such
            access and use in performing their duties.  Customer may not,
            without Sabre's consent, which may be withheld in Sabre's sole
            discretion: (i) access or use Services, Sabre Software or other
            components of IT systems owned or licensed by Sabre and utilized by
            Sabre to perform Services for any purpose other than for Customer's

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            internal operations or (to the extent that the description of
            Services specifies the Access Locations from which Services may be
            Accessed) from any location other than the Access Locations (except
            that Customer employees whose workplace is an Access Location may
            remotely access Services and Sabre Software when away from their
            workplace); or (ii) permit any Third Party to access or use
            Services, Sabre Software or other components of IT systems owned or
            licensed by Sabre and utilized by Sabre to perform Services.
            Customer's access or use thereof for outsourcing, service bureau or
            similar purposes, or for the benefit of any Third Party, is
            prohibited.  Notwithstanding the foregoing, Customer shall have the
            Intellectual Property Rights provided for in SECTIONS 4.4 and 4.5;
            and Customer may provide its customers with customary access to
            Customer web sites hosted by Sabre.

      (b)   PERMITTED THIRD PARTY USE.  Notwithstanding the foregoing, Customer
            may permit Third Party IT Service Providers and their employees to
            access and use, solely for the purpose of their performing services
            for Customer, the Services, Sabre Software and other components of
            IT systems owned or licensed by Sabre and utilized by Sabre to
            perform Services, provided that such Third Party IT Service
            Providers will be subject to the obligations of this Agreement
            including, but not limited to, the confidentiality obligations set
            forth in SECTION 9.2.  Customer will notify Sabre of, and is
            responsible and liable for, such access and use.

7.2   CUSTOMER FACILITIES AND RELATED SERVICES.  Customer will provide to Sabre,
      and its employees, subcontractors and agents, Access to Customer's
      facilities, including all Access Locations, twenty-four (24) hours a day,
      seven (7) days a week, as needed to perform the Services.  Customer will
      also provide, at Customer's expense, such resources and services at
      Customer's facilities (including Access Locations), as are necessary for
      Sabre to provide the Services.  All space provided to Sabre at Customer's
      facilities will remain free of health and safety hazards and in compliance
      with applicable Environmental Laws.  Sabre personnel shall comply with the
      customary rules of Customer (which shall not unreasonably impede Sabre in
      the performance of Services) with respect to Access to Customer's
      facilities and Access Locations.

7.3   ASSISTANCE, CONSENTS AND GOVERNMENTAL APPROVALS.

      (a)   CUSTOMER COOPERATION AND PROVISION OF RESOURCES.   Customer will
            cooperate with, support and participate in Sabre's efforts to
            provide Services and punctually accomplish its obligations under
            this Agreement.  Without limiting the generality of the foregoing,
            Customer will, at Customer's expense:  (i) promptly provide Sabre
            with all resources, information, advice, authorizations,
            instructions, decisions, approvals, signatures and other assistance
            Sabre may reasonably request in connection with the Services; and
            (ii) make available appropriate employees and contractors of
            Customer for such purposes.  In addition, Customer will provide
            written evidence of Sabre's agency authority as Sabre may reasonably
            request in order to provide the Services contemplated by this
            Agreement.  Customer's management authority shall include all
            "ordinary course of business" functions related to management of
            Customer Assets.  Sabre shall consult with Customer prior to taking
            any material actions (e.g., the institution of, or settlement of,
            litigation or enforcement actions) with respect to Customer Assets.

      (b)   OBTAINING REQUIRED CONSENTS.  Customer will use commercially
            reasonable efforts to obtain all Required Consents (to the extent
            related to the Customer Assets, or required under contracts to which
            Customer is a party or Laws binding upon Customer) as promptly as
            possible and will pay all fees, royalties, costs, expenses and other
            charges now or hereafter properly payable to any Third Party in
            order to obtain and maintain such Required Consents.  Customer will
            provide Sabre with written evidence of such Required

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                                                                    CONFIDENTIAL

            Consents upon Customer's receipt thereof.  Unless and until a
            Required Consent is obtained, Customer will adopt such alternative
            approaches as are necessary for Sabre to perform all obligations
            and enjoy the benefits (economic, operational or otherwise) arising
            under of in connection with this Agreement without such Required
            Consent.

7.4   CUSTOMER ASSETS.

      (a)   GENERAL.  Customer will provide Sabre Access to and use of the
            Customer Assets, on terms and conditions acceptable to Sabre, for
            use by Sabre and its subcontractors and agents in performing the
            Services, and will act as Sabre's agent, to the maximum extent
            permitted by law, to obtain the full benefits of the Customer Assets
            for Sabre as needed to provide Services under this Agreement.
            Customer will pay all fees, royalties, costs, expenses and other
            charges now or hereafter properly payable to any Third Party in
            connection with, or under agreements relating to, the Customer
            Assets or arising from Sabre's Access thereto or proper use thereof.
            Without limiting the foregoing, while Sabre is providing Web Hosting
            Services to Customer, Customer shall retain all financial
            responsibility for the servers, network equipment and other Customer
            Assets furnished by Customer and operated and monitored by Sabre in
            connection with the Web Hosting Services.

      (b)   INTELLECTUAL PROPERTY RIGHTS.  Sabre's rights under this SECTION 7.4
            include royalty-free rights for Sabre and its subcontractors and
            agents to use, reproduce, create derivative works from and
            sublicense all Customer Owned Systems, Customer Licensed Systems,
            Customer Owned Intellectual Property Rights and Customer Third Party
            Intellectual Property Rights solely for the purpose of performing
            (and as needed to perform) the Services.  Customer will provide to
            Sabre copies of software included in the Customer Assets in object
            code and source code formats, and in a form and on media compatible
            with the equipment that Sabre is then operating on Customer's
            behalf, together with all related documentation.  To the extent that
            Sabre makes any modifications or enhancements to Customer Owned
            Systems, Customer Licensed Systems, Customer Owned Intellectual
            Property Rights or Customer Third Party Intellectual Property Rights
            under this Agreement, Sabre will provide Customer, upon expiration
            or termination of this Agreement for any reason or upon Customer's
            reasonable request, with sufficient documentation and source code to
            fully utilize such modifications and enhancements.

      (c)   AMENDMENT, MODIFICATION OR TERMINATION.  Customer will use
            commercially reasonable efforts to notify Sabre prior to Customer's
            extending the term of, modifying, or terminating any Equipment
            Lease, System License Agreement, Intellectual Property License
            Agreement, Real Property Lease, Service Contract, Authorization or
            Other Contract included within the Customer Assets.  If such
            extension, modification or termination would prevent or interfere
            with Sabre's compliance with its obligations under this Agreement,
            or satisfying an applicable SLA, then such action will be processed
            as a Change pursuant to the Contract Administration Process.  If
            such action would increase the costs or expenses incurred Sabre in
            providing Services under this Agreement, or in satisfying applicable
            SLAs, then, following Sabre's notice to Customer of such increase
            and delivery to Customer of appropriate information evidencing such
            increase, Customer shall reimburse Sabre for such increased costs
            and expenses.

7.5   CUSTOMER'S IT ENVIRONMENT.

      (A)   GENERAL.  Customer will not make any Change to Customer's IT
            environment (including Customer's desktop environment, and including
            Changes to personal computers, hardware, software, network
            configuration or telecommunications network) without (i)

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                                                                    CONFIDENTIAL

            conforming to Sabre's reasonable standards and requirements for
            Customer's IT environment and (ii) complying with the Contract
            Administration Process.  Customer will not permit installation on,
            or use with, personal computers or other elements of Customer's IT
            environment or software which has not been validly licensed or
            sublicensed to Customer by Third Parties or Sabre.

      (b)   SABRE RECOMMENDATIONS.  Sabre may from time to time recommend
            changes in Customer's IT environment. The Parties will process such
            recommendations as Changes subject to the Contract Administration
            Process.  Subject to SECTION 14.11, Customer may reasonably refuse
            such recommendations.

7.6   CUSTOMER DATA.  Customer will be solely responsible for the accuracy of
      Customer Data and the timely inputting of such Customer Data and any
      changes thereto.


                 ARTICLE VIII.  WARRANTIES AND ADDITIONAL COVENANTS

8.1   WARRANTIES AND ADDITIONAL COVENANTS.

      (a)   QUALIFIED WORK FORCE.  Sabre represents and warrants that its
            personnel possess the proper skill, training, experience and
            background to perform the Services in a professional and workmanlike
            manner.

      (b)   YEAR 2000.  Sabre represents and warrants that the Sabre Software
            specified in SCHEDULE 10 as of the Effective Date will be Year 2000
            Compliant when running on computers and operating systems selected,
            supplied or certified by Sabre and when used in accordance with
            Sabre's documentation for such systems.  If any such Sabre Software
            is found not to be Year 2000 Compliant, Sabre will cause such non-
            conforming system to be Year 2000 Compliant, at no additional cost
            to Customer, as soon as reasonably practicable.  Notwithstanding the
            foregoing, Sabre will not be responsible for a failure of any Sabre
            Software to be Year 2000 Compliant to the extent such failure is the
            direct result of (A) the receipt of data in incorrect formats, (B)
            the interoperation with machines, software or tools of Customer or
            any other Third Parties that are not Year 2000 Compliant, and (C)
            any modifications made by Customer or any other Third Parties to the
            Sabre Software, unless such modifications were approved or
            authorized by Sabre.   The remedy provided in this SECTION 8.1(b) is
            the sole and exclusive remedy available to Customer, and the sole
            and exclusive obligation of Sabre, for a breach of this SECTION
            8.1(b).  The Services do not include, and Sabre will not be
            responsible or liable for, any changes, modifications, updates or
            Enhancements to any Assets or Third Party hardware, software,
            equipment or other items which may be necessary so that such items
            are Year 2000 Compliant.

      (c)   PASS-THROUGH WARRANTIES AND INDEMNITIES.  Each Party, to the extent
            permissible, will pass through to the other Party any rights it
            obtains under warranties and indemnities given by its Third Party
            licensors, subcontractors or suppliers in connection with any
            services, telecommunications networks, software, equipment or other
            assets provided by such Party pursuant to this Agreement.  In the
            event of a Third Party Software or equipment nonconformance, or
            nonperformance or inadequate performance by any Third Party vendor,
            Sabre will coordinate with, and be the point of contact for
            resolution of the problem through, the applicable vendor.   Upon
            becoming aware of a problem, Sabre will notify such vendor and will
            use commercially reasonable efforts to cause such vendor to promptly
            repair or replace the nonconforming item or remedy the
            nonperformance or inadequate performance in accordance with such
            vendor's obligations.  If any warranties or indemnities may not be
            passed through, the Party providing such services, software,
            equipment or other assets agrees

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                                                                    CONFIDENTIAL

            that it will, upon request of the other Party, take commercially
            reasonable action to enforce any applicable warranty or indemnity
            which is enforceable by such Party in its own name.  Neither Party,
            however, is obligated to resort to litigation or other formal
            dispute resolution procedures to enforce any such warranty or
            indemnity unless the other Party agrees to reimburse such Party for
            all costs and expenses incurred in connection therewith, including
            reasonable attorneys' fees and expenses.

      (d)   CORPORATE MATTERS.  Each Party represents and warrants that as of
            the Effective Date: (i) it is a corporation or partnership duly
            organized and validly existing and in good standing under the Laws
            of its jurisdiction of formation and has the authority to carry on
            its business as now conducted and to own, lease and operate its
            assets; (ii) it has the power, authority and legal rights to
            execute, deliver and perform its obligations under this Agreement
            and to contemplate the transactions contemplated hereby; (iii) the
            execution, delivery and performance of its obligations under this
            Agreement and the transactions contemplated hereby have been duly
            authorized by all necessary corporate or partnership action; and
            (iv) this Agreement has been duly executed and delivered by duly
            authorized officers of such Party and this Agreement constitutes a
            legal, valid and binding obligation enforceable against it in
            accordance with its terms.

      (e)   VALIDITY OF CONTEMPLATED TRANSACTIONS. Each Party represents and
            warrants that as of the Effective Date neither the execution and
            delivery of this Agreement, the performance of any of its
            obligations hereunder, nor the consummation of any of the
            transactions contemplated herein will violate, conflict with or
            result in a breach of or default under any terms, conditions or
            provisions of (i) any existing Law to which it or its assets is
            subject, (ii) any judgment, order, writ, injunction, decree or award
            of any Governmental Authority which is applicable to it or its
            assets, (iii) any provision of its organizational documents or other
            document of formation or governance to which it is a Party or by
            which any of its assets are bound, (iv) any mortgage, indenture,
            agreement, contract, commitment, lease, plan, Authorization or other
            instrument, document or understanding, oral or written, to which it
            is a Party.

      (g)   REQUIRED CONSENTS. Each Party represents and warrants that as of the
            Effective Date it has duly obtained all Required Consents of, and
            duly made all required registrations, declarations or filings with,
            any Governmental Authority which are required on its part as a
            condition to the execution, delivery and performance of this
            Agreement.  Customer represents and warrants as of the Effective
            Date that SCHEDULE 11 sets forth a list of Required Consents (to the
            extent related to the Customer Assets, or required under contracts
            to which Customer is a party or Laws binding upon Customer) that
            have not been obtained as of that date, and that such list is
            accurate and complete in all material respects.

8.2   DISCLAIMER OF WARRANTIES.   EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
      AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS
      OR IMPLIED, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY,
      SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR
      RESULTS TO BE DERIVED FROM THE USE, OF ANY SERVICE, SOFTWARE, HARDWARE OR
      OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT.


                ARTICLE IX.  DATA, CONFIDENTIALITY AND AUDIT RIGHTS

9.1   CUSTOMER DATA.

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                                                                    CONFIDENTIAL

      (a)   OWNERSHIP.  All Customer Data will remain the sole property of
            Customer.  Sabre may Access and use Customer Data as needed to
            perform its obligations hereunder.  Upon expiration or termination
            of this Agreement, Sabre will, at Customer's expense, return to
            Customer, in Sabre's then-existing, machine-readable format and
            media, all Customer Data in Sabre's possession.  Sabre will not use
            Customer Data for any purpose other than providing Services.

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

      (c)   USE IN SABRE CRS.  Notwithstanding anything to the contrary
            contained in this Agreement, this Agreement will not apply to or
            govern Customer Data that is processed by or stored in the Sabre
            CRS.  All rights and obligations with respect to Customer Data that
            is processed by or stored in the Sabre CRS will be governed by the
            Access Agreement.

9.2   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 set forth in this SECTION 9.2.  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 (x) promptly notifies the
            disclosing Party of the disclosure requirement, (y) 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 (z) furnishes only Confidential
            Information that the Party is legally compelled to disclose
            according to advice of its legal counsel. Upon written

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            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.

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

9.3   AUDIT RIGHTS.

      (a)   GENERAL. Auditors designated by Customer, and who agree in writing
            to the security and confidentiality obligations and procedures
            required by Sabre, will be provided with reasonable access to
            locations from which Sabre provides Services to enable them to audit
            (at Customer's expense, subject to SECTION 9.3(e)) Sabre's
            activities under this Agreement, including verifying that Services
            are being provided in accordance with this Agreement and applicable
            SLAs.  The auditors must be nationally recognized firms and Customer
            may not designate any auditor who, in Sabre's reasonable opinion, is
            a competitor of, or affiliated with a competitor of, Sabre or its
            Subsidiaries.

      (b)   PROCEDURES.  Such audits may be conducted once a year during
            reasonable business hours.  Customer will provide Sabre with at
            least thirty (30) days prior written notice of an audit.  Sabre will
            cooperate with the audit, will make the information reasonably
            required to conduct the audit available on a timely basis and will
            assist the designated employees of Customer's auditors as reasonably
            necessary.  If Sabre requires resources in addition to those
            required in the ordinary course of its delivery of the Services to
            satisfy its obligations under this SECTION 9.3(b), such additional
            resources will be charged as Variable Services.  Sabre will not be
            required to provide access to the proprietary data of Sabre or other
            Sabre customers.  All information pertaining to Sabre (including the
            IP, business, properties or Services of Sabre) learned or exchanged
            in connection with the conduct of an audit, as well as the results
            of any audit, is Confidential Information of Sabre.

      (c)   RESULTS.  Customer will provide Sabre copies and results of each
            audit.  The Parties will review the results of an audit, will
            identify all relevant audit issues and will determine (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.  Sabre will retain books and records that are
            reasonably required to verify that Services are being provided in
            accordance with this Agreement and applicable SLAs for a period of
            [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]after their
            creation.

      (e)   COSTS OF AUDIT.  In the event an audit conducted pursuant to this
            SECTION 9.3 reveals that Sabre has overcharged Customer by an amount
            in excess of [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]during
            a period of at least [TEXT OMITTED - CONFIDENTIAL TREATMENT
            REQUESTED], then Sabre will pay or

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            reimburse Customer for the reasonable costs of such audit that are
            attributable to that portion of the auditor's fees charged Customer
            for auditing amounts charged by Sabre under the Agreement.


                                ARTICLE X.  PAYMENTS

10.1  FEES FOR BASE SERVICES.   In consideration for the performance of the Base
      Services, Customer will pay to Sabre the Fees set forth in SCHEDULE 8.
      Pursuant to the Contract Administration Process, the Fees for Base
      Services will increase following the Migration Completion Date for any
      Base Services provided with respect to the Preview Operations, and the
      effective date of implementing any Optional Web Hosting Services.

10.2  FEES FOR VARIABLE SERVICES.  In consideration for any agreement by Sabre
      to provide Variable Services, Customer will pay to Sabre the Fees set
      forth in SCHEDULE 8.

10.3  THIRD PARTY FEES.  Customer will pay all fees, royalties, costs, expenses
      and other charges now or hereafter payable to any Third Party in
      connection with or related to Third Party Software, Customer Assets or
      data used by Sabre in performing the Services or Accessed or used by
      Customer (or permitted Third Parties).

10.4  EXPENSES.   Customer will reimburse Sabre for all reasonable travel,
      travel-related (including food, lodging and incidental) and out-of-pocket
      expenses incurred by Sabre, its subcontractors or agents in performing
      Services under this Agreement.  Sabre has provided Customer with written
      reimbursement guidelines as in effect on the Effective Date, and will
      forward to Customer written copies of each amendment thereto.

10.5  MANNER OF PAYMENT.   All payments will be made by wire transfer to a bank
      account designated by Sabre or through such other means as the Parties
      agree.  If a Subsidiary or Affiliate of Sabre provides Services, Sabre may
      opt for such Subsidiary or Affiliate to invoice Customer for Services it
      provides, in which case Customer will pay that entity directly.

10.6  INVOICING AND TIME OF PAYMENT.  SCHEDULE 8 sets forth procedures by which
      Fees are invoiced by Sabre and dates by which Fees are due and payable by
      Customer.  Each invoice will itemize the Fees contained therein, and will
      be accompanied by reasonable detail in accordance with Sabre's customary
      billing practices.  Sabre will provide Customer additional information
      about invoices as Customer reasonably requests and as Sabre customarily
      provides.

10.7  TAXES.  Customer will be responsible for and will pay for any Taxes that
      are imposed on or determined by reference to (a) services or property
      provided under this Agreement, (b) the payments due to Sabre pursuant to
      this Agreement, including (i) payments for the sale, delivery or
      furnishing of any property or services (including the Services or access
      to or use of Sabre Software) hereunder and (ii) Taxes arising from the
      payments under this SECTION 10.7 and SECTION 10.8 below, or (c) the
      execution, delivery, notarization, recordation or other similar action
      with respect to, this Agreement; provided, however, that Customer will not
      be responsible for Taxes imposed on the net income of Sabre.

10.8  NET PAYMENTS.   All payments due to Sabre under this Agreement will be
      made free and clear of any withholdings for present or future Taxes.  If
      Customer is required by law to make any deduction or withholding of Taxes
      from any payment due to Sabre, then: (a) Customer will effect such
      deduction or withholding, and remit such Taxes to the appropriate taxing
      authorities; (b) the amount payable to Sabre upon which such deduction or
      withholding is based will be increased to the extent necessary to ensure
      that after such deduction or withholding Sabre is paid a net amount

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                                                                    CONFIDENTIAL

      equal to the amount Sabre would have been paid in the absence of such
      deduction or withholding; (c) if requirements of Law or any reason
      indicated in this SECTION 10.8 cause any further deduction or withholding
      of Taxes, the amount payable to Sabre will be further increased to the
      extent necessary to ensure that after such deduction or withholding, Sabre
      is paid a net amount equal to the amount Sabre would have been paid in
      the absence of such further deductions or withholdings; and (d) Customer
      will provide Sabre with the original receipt, a duplicate original
      receipt, or a duly certified or authenticated copy of the receipt, and
      copies of cancelled checks, for any Taxes deducted or withheld and
      remitted to the appropriate taxing authorities under this SECTION 10.8.
      Such receipts or copies will be provided to Sabre within sixty (60) days
      following the date of deduction or withholding.

10.9  INTEREST.  If Customer fails to pay any amount when properly due, the
      past-due amount will bear interest, until paid, at a rate of [TEXT OMITTED
      - CONFIDENTIAL TREATMENT REQUESTED] or the maximum rate allowed by law,
      whichever is less.  Such interest will be payable as it accrues, upon
      demand.


                         ARTICLE XI.  TERM AND TERMINATION

11.1  TERM.  The term of this Agreement will begin on the Effective Date and,
      unless terminated earlier under SECTION 11.2, will remain in effect until
      the expiration or termination of all of the Services.  Subject to SECTION
      11.2, the period of time during which Sabre will provide each of the
      following Categories of Service will be as follows:

      (a)   DATA AND VOICE SERVICES:  Three (3) years from the Effective Date.

      (b)   WEB HOSTING SERVICES:  Six (6) months from the Effective Date;
            PROVIDED, HOWEVER, that unless Customer notifies Sabre to the
            contrary at least sixty (60) days prior to the end of the initial
            six-month period, the initial term will be extended for one
            additional six (6) month period, and Customer may terminate the Web
            Hosting Services during such renewal six-month period at any time
            upon not less than sixty (60) days written notice to Sabre. [TEXT
            OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

      (c)   DEVELOPMENT SERVICES:  Fifteen (15) years.

      (d)   DESKTOP SERVICES:  through August 31, 2000.

11.2  TERMINATION.

      (a)   If a Party commits a Material Breach, the other Party may terminate
            this Agreement by notifying the breaching Party; provided, however,
            that if a Material Breach pertains to only one Category of Services
            then the other Party may terminate this Agreement only with respect
            to the Category of Service to which the Material Breach pertains.

      (b)   [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

11.3  EFFECT OF EXPIRATION OR TERMINATION.

      (a)   [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

      (b)   [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

                                       17
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                                                                    CONFIDENTIAL

      (c)   TERMINATION ASSISTANCE.  If this Agreement expires under SECTION
            11.1 or is terminated by Customer under SECTION 11.2, Sabre will
            provide Termination Assistance Services during a period of time
            ("TERMINATION ASSISTANCE PERIOD") beginning on the earlier of: (a)
            the date of expiration or termination of a Category of Services
            under the Agreement and (b) a date (not more than [TEXT OMITTED -
            CONFIDENTIAL TREATMENT REQUESTED]prior to then-scheduled expiration
            of the Term) specified by Customer in a written notice to Sabre; and
            ending that number of days following the commencement of the
            Termination Assistance Period, for each of the following Categories
            of Service as follows:  (i) Data and Voice Services[TEXT OMITTED -
            CONFIDENTIAL TREATMENT REQUESTED]; (ii) Development Services: [TEXT
            OMITTED - CONFIDENTIAL TREATMENT REQUESTED]; and (iii) Web Hosting
            Services: [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
            Customer will continue to pay all Fees during such period.  This
            Agreement remains in effect during the Termination Assistance Period
            and applies to the Termination Assistance Services.  Customer will
            cooperate in good faith with Sabre in connection with Sabre's
            obligations under this SECTION 11.3(c), and will perform its
            obligations under the Termination Assistance Plan.  Sabre is not
            required to provide Termination Assistance Services if it terminates
            this Agreement under SECTION 11.2(a), and is not required to begin
            new Development Services projects following the termination of this
            Agreement with respect to Development Services.

      (d)   DISCLOSURE OF INFORMATION.  Sabre is not required to disclose
            Sabre's Confidential Information to any successor Third Party IT
            service provider except to the extent that Customer is entitled
            thereto.  Customer will cause any such Third Party IT service
            provider to agree in writing on terms acceptable to Sabre to
            maintain the confidentiality of all Sabre Confidential Information
            and to use such information only for purposes authorized under this
            Agreement.  Customer will use commercially reasonable efforts to
            assure such Third Party's compliance with such confidentiality
            obligation.

      (e)   TERMINATION OF CATEGORY OF SERVICES.  To the extent that this
            Agreement is terminated with respect to a particular Category
            of Services, and not in its entirety, then the provisions of
            this SECTION 11.3 shall apply to the Category of Services with
            respect of which this Agreement has been terminated.  Further,
            to the extent that a particular Category of Services is
            terminated, the obligations with respect to associated
            Exclusive Variable Services will also terminate.


                      ARTICLE XII.  INDEMNITIES AND LIABILITY

12.1  INDEMNITIES.

      (a)   TAXES.  Each Party will indemnify, defend and hold harmless the
            other Party and its Affiliates from and against all Losses arising
            out of, under or in connection with any claim for Taxes for which
            the indemnitor is financially responsible under this Agreement.

      (b)   PERSONAL INJURY AND PROPERTY DAMAGE.  Each Party will indemnify,
            defend and hold harmless the other Party and its Affiliates from and
            against all Losses arising out of, under or in connection with (i)
            bodily or other personal injury to, or death of, any Person or (ii)
            damage to or destruction of any tangible property, in each case
            resulting from, or arising out of, under or in connection with, the
            gross negligence or willful misconduct of the indemnitor or any of
            its Subsidiaries; provided that Sabre will have no indemnification
            obligation in respect of Losses arising out of, under or in
            connection with

                                       18
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                                                                    CONFIDENTIAL

            any incident for which it is entitled to indemnification under
            SECTIONS 12.1(d) and 12.1(g).

      (c)   INFRINGEMENT.

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

            (ii)  ADDITIONAL REMEDY.  If Sabre IP or Customer IP (or Owned
                  Systems or Owned Intellectual Property Rights) becomes the
                  subject of a claim under this SECTION 12.1(c), or in the
                  indemnitor's reasonable opinion is likely to become the
                  subject of such a claim, then, in addition to defending the
                  claim and paying any damages and attorneys' fees as required
                  above, the indemnitor will use commercially reasonable efforts
                  to either (A) replace or modify the Sabre IP or Customer IP
                  (or Owned Systems or Owned Intellectual Property Rights), as
                  applicable, to make it noninfringing or cure any claimed
                  misuse of a Third Party's Trade Secret or (B) procure for the
                  indemnitee the right to continue using the Sabre IP or
                  Customer IP (or Owned Systems or Owned Intellectual Property
                  Rights), as applicable.  Any costs associated with either
                  alternative will be borne by the indemnitor.  If neither
                  option is available to the indemnitor through the use of
                  commercially reasonable efforts, (X) the indemnitee will
                  return such Sabre IP or Customer IP (or Owned Systems or Owned
                  Intellectual Property Rights), as applicable, to the
                  indemnitor and (Y) if requested by the indemnitee in good
                  faith, the Parties will negotiate, pursuant to SCHEDULE 13,
                  but subject to SECTION 12.2, to reach a written agreement on
                  what, if any, monetary damages (in addition to the
                  indemnitor's obligations under this SECTION 12.1(c)) are
                  reasonably owed by the indemnitor to the indemnitee.

      (d)   PROVISION OF SERVICES.  Customer will indemnify, defend and hold
            harmless Sabre and its Affiliates from and against all Losses
            arising out of or in connection with (i) Customer's improper use of
            the Services, (ii) the failure of any equipment, products or
            services provided by Customer, including, without limitation, the
            Customer Assets, (iii) any act or omission of any Third Party
            furnishing products, equipment, software or any other items or
            services which are required by Customer to use the Services, (iv)
            unauthorized modifications, alterations, tampering, adjustment or
            repair of the Services, Applications

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<PAGE>

                                                                    CONFIDENTIAL

            or other components of the IT systems operated by Sabre to perform
            the Services caused by Customer or any Third Party permitted access
            to or use thereof by Customer; (v) the distribution, display or
            publication of any material delivered by or through Customer (other
            than material provided by Sabre) over or using the internet,
            including with respect to such information: (A) content whether
            editorial, advertising, or otherwise, (B) copyright infringement,
            libel, indecency, misrepresentation, invasion of privacy, or (C)
            statements for other materials made or made available by readers of
            the content or by persons to whom the content is linked at the
            request of Customer; and (vi) Customer's use of the Data and Voice
            Services provided by Sabre including (A) the abuse or fraudulent use
            of the Data and Voice Services (or the voice or data networks to
            which the Data and Voice Services pertain), (B) any information,
            data, or message transmitted over the network by Customer that
            constitutes libel, slander, infringement of copyright, invasion of
            privacy, violation of trans-border data flow regulations, or
            alterations of private records or data, or (C) Customer's failure
            to comply with the provisions of SCHEDULE 16.

      (e)   EMPLOYEES.  Each Party will indemnify, defend and hold harmless the
            other Party and its Affiliates from and against all Losses arising
            out of, under or in connection with an act or omission of the
            indemnitor in its capacity as an employer of a Person and arising
            out of or relating to (i) federal, state or other Laws or
            regulations for the protection of Persons who are members of a
            protected class or category of Persons, (ii) sexual discrimination
            or harassment, (iii) accrued employee benefits not expressly assumed
            by the indemnitee and (iv) any other aspect of the employment
            relationship or its termination (including claims for breach of an
            express or implied contract of employment) and which, with respect
            to each of clauses (i) through (iv), arose when the Person asserting
            the claim, demand, charge, actions, cause of action or other
            proceeding was or purported to be an employee of the indemnitor.
            Customer acknowledges and agrees that its employee indemnity
            obligation set forth above includes Losses for severance benefits.

      (f)   REQUIRED CONSENTS.  Customer will indemnify, defend and hold
            harmless Sabre and its Affiliates from and against all Losses
            arising out of, under or in connection with Customer's failure or
            inability to obtain any Required Consents (to the extent related to
            the Customer Assets, or required under contracts to which Customer
            is a party or Laws binding upon Customer).  Sabre will indemnify,
            defend and hold harmless Customer and its Affiliates from and
            against all Losses arising out of, under or in connection with
            Sabre's failure or inability to obtain any Required Consents (except
            for Required Consents related to the Customer Assets, or required
            under contracts to which Customer is a party or Laws binding upon
            Customer).

      (g)   CUSTOMER'S END USERS.  The Parties acknowledge that by entering into
            this Agreement, Sabre shall not assume and should not be exposed to
            the business and operational risks associated with Customer's
            business.  Customer therefore shall indemnify, defend and hold
            harmless Sabre and its Affiliates from and against all Losses
            arising out of or in connection with any claim by any customer or
            end user of Customer, or of any of the customers or end users of any
            such customer or end user.

      (h)   PROCEDURES FOR THIRD PARTY CLAIMS.  Notwithstanding any provision to
            the contrary, the indemnification obligations set forth in this
            SECTION 12.1 for Losses arising out of, under or in connection with
            Third Party claims, actions or causes of action will not apply
            unless the Party claiming indemnification:

            (i)   promptly notifies the other Party of any matters to which the
                  indemnity may apply and of which the notifying Party has
                  knowledge in order to allow the indemnitor an

                                       20
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                                                                    CONFIDENTIAL

                  opportunity to investigate and defend the matter; provided
                  that the failure to so notify will only relieve the indemnitor
                  of its obligations if and to the extent that the indemnitor is
                  prejudiced thereby; and

            (ii)  gives the other Party full opportunity to control the response
                  thereto and the defense thereof, including any agreement
                  relating to the settlement thereof; provided that the
                  indemnitee will have the right to participate in any legal
                  proceeding or audit to contest and defend a claim for
                  indemnification involving a Third Party and to be represented
                  by legal counsel of its choosing, all at the indemnitee's cost
                  and expense.  If the indemnitor fails to promptly assume the
                  defense of the claim, the Party entitled to indemnification
                  may assume the defense at the indemnitor's cost and expense.

            The indemnitor will not be responsible or liable for any settlement
            or compromise made without its consent, unless the indemnitee has
            tendered notice and the indemnitor has then refused to assume and
            defend the claim and it is later determined that the indemnitor was
            liable to assume and defend the claim.  The indemnitee agrees to
            cooperate in good faith with the indemnitor at the request and
            expense of the indemnitor.

      (i)   NEGLIGENCE.   THE ORDINARY, BUT NOT GROSS, NEGLIGENCE OF ANY
            INDEMNITEE OR THE JOINT OR CONCURRENT ORDINARY, BUT NOT GROSS,
            NEGLIGENCE OF TWO OR MORE INDEMNITEES WILL NOT PRECLUDE SUCH
            INDEMNITEE(S) FROM RECEIVING THE BENEFITS OF INDEMNIFICATION UNDER
            THIS SECTION 12.1.

12.2  LIABILITY.

      (a)   GENERAL LIMITATION.  The liability of Sabre to Customer for all
            damages and other Losses arising out of or related to this Agreement
            for all claims, actions and causes of action of every kind and
            nature that arise or accrue during any calendar year, regardless of
            the form of action that imposes liability, whether in contract,
            equity, negligence, intended conduct, tort or otherwise, will be
            limited to and will not exceed [TEXT OMITTED - CONFIDENTIAL
            TREATMENT REQUESTED]  Also, without increasing the aggregate amount
            described in the preceding sentence, with respect to the
            nonperformance or inadequate performance of any particular Service,
            the liability of Sabre to Customer for all damages and other Losses
            arising out of or related to this Agreement for all claims, actions
            and causes of action of every kind and nature that arise or accrue
            during any calendar year as a result of the nonperformance or
            inadequate performance of such particular Service, regardless of the
            form of action that imposes liability, whether in contract, equity,
            negligence, intended conduct, tort or otherwise, will be limited to
            and will not exceed [TEXT OMITTED - CONFIDENTIAL TREATMENT
            REQUESTED]

      (b)   [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

      (c)   EXCEPTIONS TO LIMITATIONS.  The limitations, waivers and disclaimers
            set forth in SECTIONS 12.2(a) and 12.2(b) do not apply to the
            liability of either Party resulting from: (i) that Party's
            nonperformance of its payment obligations to the other expressly set
            forth in this Agreement; (ii) that Party's breach of its obligations
            under SECTIONS 7.1 or 9.2(a); or (iii) that Party's indemnification
            obligations under SECTION 12.1 in respect of Losses arising out of,
            under, or in connection with Third Party claims, actions or causes
            of action.

      (d)   CONTRACTUAL STATUTE OF LIMITATIONS.  No demand for mediation or
            arbitration or cause of action which arose out of an event or events
            which occurred more than two (2) years prior to

                                       21
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                                                                    CONFIDENTIAL

            the filing of a demand for mediation or arbitration or suit alleging
            a claim or cause of action may be asserted by either Party against
            the other.

      (e)   INJUNCTIVE RELIEF.  Each of the Parties acknowledges that, in the
            event a Party breaches its obligations under SECTIONS 4.1, 7.1 or
            9.2(a), the non-breaching Party may be irreparably harmed.  In such
            a circumstance, the non-breaching Party may proceed directly to
            court.

      (f)   EXCLUSIVE AND NON-CUMULATIVE REMEDIES.  The rights and remedies of a
            Party specified in this Agreement for any breach or event constitute
            the exclusive rights and remedies of a Party for that breach or
            event, except: (i) for injunctive relief to which Party is entitled
            as a matter of law or equity; and (ii) that exercising the right to
            terminate this Agreement entirely or with respect to a Category of
            Services, following a breach of this Agreement, does not constitute
            the exclusive remedy for the breach upon which such termination is
            based.

      (g)   ACKNOWLEDGMENT.  The Parties expressly acknowledge that the
            limitations, waivers, disclaimers and exclusions set forth in this
            SECTION 12.2 have been actively and completely negotiated by the
            Parties and represent the Parties' agreement taking into account
            each Party's level of risk associated with the performance or
            nonperformance of its obligations under this Agreement and the
            payments and other benefits to be derived by each Party pursuant to
            this Agreement.


                             ARTICLE XIII.    INSURANCE

13.1  GENERAL.  Each Party will have and maintain in force insurance coverage,
      including worker's compensation insurance and general liability insurance,
      adequate for it to perform its obligations under this Agreement.

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


                            ARTICLE XIV.  MISCELLANEOUS

14.1  RIGHT TO ENGAGE IN OTHER ACTIVITIES.   Customer acknowledges and agrees
      that Sabre and its Affiliates may provide data processing and other
      information technology services for Third Parties at any Sabre facility
      that Sabre uses to perform Services.  Nothing in this Agreement will
      impair Sabre's right to acquire, license, market, distribute, develop for
      itself or others or have others develop for Sabre similar technology
      performing the same or similar functions as the technology and Services
      contemplated by this Agreement.

14.2  INDEPENDENT CONTRACTORS.   The Parties are independent contractors, and
      this Agreement will not be construed as constituting either Party as
      partner, joint venturer or fiduciary of the other or to create any other
      form of legal association that would impose liability on one Party for the
      act or failure to act of the other or as providing either Party with the
      right, power or authority (express or implied) to create any duty or
      obligation of the other.  Except as otherwise expressly provided in this
      Agreement, each Party has the sole right and obligation to supervise,
      manage, contract, direct, procure, perform or cause to be performed all
      obligations to be performed by it pursuant to this Agreement.

14.3  ENTIRE AGREEMENT; SURVIVAL.   This Agreement (including the Schedules
      attached hereto and all Work Orders and SLAs entered into by the Parties
      in connection herewith, each of which is incorporated into this Agreement
      by this reference) constitutes the full and complete statement of the
      agreement of

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                                                                    CONFIDENTIAL

      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.  This Agreement does not supersede
      the other agreements being executed by the Parties contemporaneously with
      the execution of this Agreement, including the Sabre Access Agreement,
      Noncompetition Agreement, and Intellectual Property Agreement.  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 ARTICLE IV, SECTION 8.2,
      SECTION 9.1, SECTION 9.2, SECTION 10.7, SECTION 10.8, ARTICLE XII,
      ARTICLE XIV, and obligations to make payments that remain due and payable
      under this Agreement.

14.4  AMENDMENTS; WAIVER.   Changes or modifications to this Agreement, Work
      Orders and SLAs 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.

14.5  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).  Except as
      otherwise expressly provided in SECTION 6.3, 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 duties and obligations without the prior
      written consent of Customer 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 in Sabre's reasonable opinion:  (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
      Customer being involved in such a transaction, the transaction (i) causes
      a material increase in Sabre's costs to provide Services, unless the
      Parties have agreed in writing to an associated increase in Base Fees,
      (ii) impairs Sabre's ability to meet SLAs or SLA Standards, unless the
      Parties have agreed in writing to amendments thereto that remove such
      impairment, or (iii) impairs Customer's ability to meet its financial
      obligations hereunder.

14.6  THIRD PARTY BENEFICIARIES.  Except as provided in this Agreement, this
      Agreement is entered into solely between, and may be enforced only by,
      Sabre and Customer, 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.

14.7  DISPUTE RESOLUTION.  All Disputes arising out of the transactions
      contemplated by this Agreement (including any Disputes governed but not
      resolved under the Contract Administration Process) will be resolved in
      accordance with the Dispute resolution procedures set forth in SCHEDULE
      13.

14.8  EXPORT REGULATIONS.   This Agreement is expressly made subject to any
      United States government Laws or other restrictions regarding export from
      the United States of computer hardware, software, technical data or
      derivatives of such hardware, software or technical data.  Notwithstanding
      anything

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<PAGE>

                                                                    CONFIDENTIAL

      to the contrary in this Agreement, Customer will not directly or
      indirectly export (or re-export) any computer hardware, software,
      technical data or derivatives of such hardware, software or technical
      data, or permit the shipment of same:  (a) into (or to a national or
      resident of) any country to which the United States has embargoed goods;
      (b) to anyone on the U.S. Treasury Department's List of Specially
      Designated Nationals, List of Specially Designated Terrorists or List of
      Specially Designated Narcotics Traffickers, or the U.S. Commerce
      Department's Denied Parties List; or (c) to any country or destination for
      which the United States government or a United States governmental agency
      requires an export license or other approval for export without first
      having obtained such license or other approval.  Each Party will
      reasonably cooperate with the other and will provide to the other promptly
      upon request any end-user certificates, affidavits regarding re-export or
      other certificates or documents as are reasonably requested to obtain
      approvals, consents, licenses and/or permits required for any payment or
      any export or import of products or services under this Agreement.

14.9  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.

14.10 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 SCHEDULE 14.  All notices
      under this Agreement that are addressed as provided in this SECTION 14.10,
      (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.

14.11 EXCUSED PERFORMANCE.

      (a)   CERTAIN EVENTS.

            (i)   If any of the items, events, conditions, acts or omissions
                  described in clause (ii) below:

                  (A)   causes, results in or contributes to any impairment of
                        functionality or performance of any Service (or any
                        component of IT systems operated by Sabre to perform
                        Services): (1) Sabre will not be responsible or liable
                        for such impairment and will be excused, to the extent
                        of such impairment, from performing (x) impacted
                        Measured Services in accordance with the SLAs and SLA
                        Standards therefor until such impairment is cured or the
                        Parties agree on revised SLAs and SLA Standards therefor
                        and (y) impacted Services in accordance with the terms
                        of this Agreement until such impairment is cured; (2)
                        except in the instance of acts or omissions by Customer
                        that constitute a breach of this Agreement, Sabre will
                        use commercially reasonable efforts, at Customer's
                        expense and as Variable Services, to mitigate such

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<PAGE>

                                                                    CONFIDENTIAL

                        impairment; and (3) pursuant to the Contract
                        Administration Process, Sabre and Customer will modify,
                        amend or, in certain circumstances, terminate Services,
                        SLAs, SLA Standards and other non-monetary obligations
                        of the Parties, in each case as appropriate in light of
                        such impairment; or

                  (B)   causes, results in or contributes to a material increase
                        in Sabre's cost to provide the Services, Sabre will
                        reasonably determine the resulting increase in Base
                        Fees.

            (ii)  The following items, events, conditions, acts or omissions are
                  subject to this SECTION 14.11(a): (A) Customer's purchase or
                  use of Third Party IT Services; (B) the failure of any
                  equipment, products or services provided by Customer,
                  including the Customer Assets; (C) performance, nonperformance
                  or inadequate performance by any Third Party IT Service
                  Provider; (D) unauthorized modifications, alterations,
                  tampering, adjustment or repair of the Services, Applications
                  or other components of the IT systems operated by Sabre to
                  perform the Services caused by Customer or a Third Party
                  permitted access to or use thereof by Customer; (E) the
                  failure of any item to be Year 2000 Compliant (except for
                  items warranted by Sabre in SECTION 8.1(c)); (F) changes made
                  by Customer to Customer Assets, Customer's IT environment, or
                  IT services performed by Customer, or Customer's refusal to
                  implement changes to, replacements for or reallocations of
                  Customer Assets, Customer's IT environment or IT services
                  performed by Customer that are recommended by Sabre; (G)
                  inaccuracies of Customer Data; (H) any failure or inability by
                  Customer to obtain any Required Consent under this Agreement;
                  or (I) any other act or omission by Customer, any Third Party
                  that is a party to any agreement included within the Customer
                  Assets  (when acting in that capacity) or any other Third
                  Party over which Sabre has no reasonable control.

            (iii) The rights of Sabre set forth in this SECTION 14.11(a) are in
                  addition to, and not in limitation of, the rights afforded
                  Sabre under SECTION 14.11(b).










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                                                                    CONFIDENTIAL

      (b)   FORCE MAJEURE.

             (i)  Except for the obligations to make payments due hereunder,
                  each Party will be relieved of its obligations under this
                  Agreement to the extent that performance is delayed or
                  prevented by a Force Majeure Event.

            (ii)  In such event the non-performing Party will be excused from
                  further performance or observance of the obligation(s) so
                  affected for as long as such circumstances prevail and such
                  Party continues to use commercially reasonable efforts to
                  recommence performance or observance whenever and to whatever
                  extent possible without delay.

            (iii) If any such Force Majeure Event substantially prevents,
                  hinders, or delays performance of Services necessary for the
                  performance of mission critical Customer functions for more
                  than [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED], then
                  Customer, at its expense, may procure such Services from an
                  alternate source until such time as Sabre is able to
                  recommence performance of such Services.

            (iv)  If a Force Majeure Event that substantially prevents, hinders,
                  or delays performance of Services necessary for the
                  performance of mission critical Customer functions continues
                  for [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED], then
                  either Party will have the right to terminate this Agreement
                  upon notice to the other Party.

            (v)   The Party suspending or delaying performance will notify the
                  other Party promptly upon learning of the occurrence of the
                  Force Majeure Event.

14.12 PRESS RELEASES.   All press releases, public announcements or similar
      public disclosure by either Party relating to this Agreement or its
      subject matter, including promotional or marketing material, will be
      coordinated with and approved by the other Party prior to release.
      Notwithstanding the foregoing: Sabre will have the right to make general
      references to Customer and the type of services being provided by Sabre to
      Customer under this Agreement in Sabre's promotional and marketing
      materials as well as in Sabre's presentations to prospects; and Customer
      will have the right to make general references to Sabre and the type of
      services provided by Sabre to Customer under this Agreement in Customer's
      promotional and marketing materials.  This provision does not alter the
      restrictions on the disclosure of Confidential Information set forth in
      SECTION 9.2 and, subject to SECTION 9.2, will not be construed so as to
      delay or restrict either Party from disclosing any information required to
      be disclosed in order to comply with any applicable law, rule or
      regulation.

14.13 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.

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<PAGE>

                                                                    CONFIDENTIAL

14.14 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.

14.15 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.


























                                       27
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                                                                    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.,           By:    Jeffrey M. Jackson
      its general partner                    ----------------------------------
                                          Title: Sr. V.P. and CFO
                                                -------------------------------
By:     /s/ Jeffrey M. Jackson            Date:  March 7, 2000
   ----------------------------------          --------------------------------
Title:  Sr. V.P. and CFO
      -------------------------------
Date:   March 7, 2000
     --------------------------------








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                                                                    CONFIDENTIAL

                                  LIST OF SCHEDULES


 Schedule 2.1                  Desktop Services
 Schedule 2.2                  Data and Voice Services
 Schedule 2.3                  Web-hosting Services
 Schedule 2.4                  Development Services
 Schedule 3                    Exclusive Variable Services
 Schedule 4                    Measured Services
 Schedule 5                    Service Level Agreements
 Schedule 6                    Performance Reports
 Schedule 7                    Contract Administration Process
 Schedule 8                    Fees
 Schedule 9                    Development Services Budget
 Schedule 10                   Sabre Software
 Schedule 11                   Required Consents
 Schedule 12                   Customer Assets
 Schedule 13                   Dispute Resolution Procedures
 Schedule 14                   Notices
 Schedule 15                   Termination Assistance
 Schedule 16                   Telecommunications Provisions














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                                                                    CONFIDENTIAL

                                     APPENDIX A
                                         TO
                     INFORMATION TECHNOLOGY SERVICES AGREEMENT

                                      BETWEEN

                                     SABRE INC.

                                        AND

                               TRAVELOCITY.COM, L.P.

                                      GLOSSARY


1.    RULES OF INTERPRETATION.  The following rules of interpretation apply to
      the Agreement (and are by this reference incorporated into the Agreement):

      (a)   the word "or" is not exclusive and the words  "including" or
            "include" are not limiting;

      (b)   the words "hereby," "herein," "hereof," "hereunder" or other words
            of similar meaning refer to the entire document in which it is
            contained;

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

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

      (e)   a reference to singular includes plural and vice-versa and each
            gender includes the other;

      (f)   a reference to days, months, or years refers to calendar days,
            months, and years, unless Business Days are specified;

      (g)   Article and Section headings and table of contents are only for
            reference and are not to be considered in interpreting the
            agreement;

      (h)   a reference to an Article, Section, Appendix, Exhibit or Schedule
            which does not specify a particular document is to the relevant
            Article, Section Appendix, Exhibit or Schedule of the document
            containing the reference;

      (i)   a reference to an Article includes all Sections and subsections
            contained in such Article, and a reference to a Section or
            subsection includes all Subsections of such Section or subsection;

      (j)   if an ambiguity arises in an Article's, Section's or subsection's
            cross-reference to another Article, Section or subsection, the
            cross-referenced heading controls over the cross-referenced Article,
            Section or subsection number;

      (k)   All terms not otherwise defined herein shall have the meaning
            commonly ascribed thereto in the information technology industry;
            and

      (l)   "$" refers to United States dollars.

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<PAGE>

                                                                    CONFIDENTIAL


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

"ACCESS" means the enjoyment of physical and legal use and operation of a
specific item of property in order for Sabre to perform the Services.

"ACCESS AGREEMENT" means that certain agreement allowing Customer to access
the Sabre CRS and executed by the Parties as of the Effective Date.

"ACCESS LOCATIONS" means (to the extent that the description of Services
specifies the facilities or locations from which Services may be Accessed)
the Customer facilities and other locations specified in the description of
Services, as the same may be changed from time to time in accordance with the
Contract Administration Process.

"ACCOUNT MANAGERS" means the Sabre Account Manager and Customer Account
Manager.

"AFFILIATE" means, with respect to any Person at any time, any other Person
that controls, is controlled by or is under common control with the first
mentioned Person.

"AGREEMENT" means the Information Technology Services Agreement between Sabre
and Customer.

"ANTITRUST LAWS" means any Law which relates to unlawful restraints on trade
and commerce, price discriminations, price fixing, monopolies or interference
with competition.

"AUTHORIZATIONS" means any franchises, licenses, permits, easements, rights,
applications, filings, registrations and other authorizations required or
useful in connection with the ownership or use of any Customer Asset.

"BASE FEE" means, for each calendar month, the amount that Customer is
obligated to pay to Sabre pursuant to SCHEDULE 8 of the Agreement in
connection with Base Services provided in that month.

"BASE SERVICES" means the Web Hosting Services, Data and Voice Services,
Development Services and Desktop Services provided by Sabre under the
Agreement.

"BUSINESS DAY" means usual days that the Parties conduct business.

"CATEGORY OF SERVICE" means each of the following major categories of the
Base Services:  Web Hosting Services, Data and Voice Services, and
Development Services.

"CHANGE" means: (a) any amendment, modification, addition or deletion
proposed by any Party to the Agreement, any Work Order, any SLA, any Service,
the Service Locations, the Access Locations or any Fees; (b) Customer's
request that Sabre perform any Variable Service or that any Third Party
provide any Non Exclusive Variable Service (including provision of Third
Party Software or other technology); (c) any amendment, modification,
addition or deletion proposed by Customer to any component of the IT systems
operated by Sabre to perform the Services; (d) Customer's request to move its
web hosting infrastructure, as described in Section 2.5(c); (e) Customer's
request that Sabre perform any Optional Web Hosting Service; or (f) any
amendment, modification, addition or deletion proposed by Customer to the
type (as opposed to a change in the model only) of Customer Assets which
constitute the web hosting infrastructure managed and operated by Sabre in
providing Web Hosting Services; or (g) the inclusion of Preview Operations
within the scope of Base Services.

"CIA" has the meaning given in SECTION 4.5(h).

"CONFIDENTIAL INFORMATION" means (i) 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, (ii) the

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                                                                    CONFIDENTIAL

Agreement and the Parties' rights and obligations thereunder, (iii) in the
case of Sabre, all Sabre IP, (iv) in the case of Customer, all Customer IP,
and (v) the terms of this Agreement; but in all cases excluding information
and Intellectual Property Rights independently developed by or on behalf of
the recipient Party without use of or reference to the disclosing Party's
Confidential Information.

"CONTRACT ADMINISTRATION PROCESS" means the process described in SCHEDULE 7
of the Agreement.

"CRS COMMUNICATIONS SYSTEMS" [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

"CRS DEVELOPMENT" means a development to or modification of the CRS Software,
created using the Development Services.

"CRS SOFTWARE" [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

"CUSTOMER ACCOUNT MANAGER" means the individual, and any successor
individual, who is a senior level individual within Customer's organization
and who is designated in writing by Customer from time to time.

"CUSTOMER ASSETS" means all Owned Systems, Licensed Systems, Systems License
Agreements, Owned Intellectual Property Rights, Third Party Intellectual
Property Rights, Intellectual Property License Agreements, Third Party IT
Services, Service Contracts, Equipment, Leased Equipment, Equipment Leases,
Real Property, Leased Real Property, Real Property Leases, Authorizations,
Other Contract Benefits, Other Contracts and Other Assets that are: (a) used
by or for the benefit of Customer, or that are necessary, to perform or
manage the Services, including without limitation the assets described in
SCHEDULE 12 of the Agreement, or (b) acquired by Customer after the Effective
Date and the Access by Sabre of which is necessary for Sabre to perform
Services.

"CUSTOMER DATA" means the following data, whether provided or produced
before, on or after the Effective Date: (a) all information relating to
Customer's business, financial condition or operations provided by Customer
to Sabre in connection with the Services; (b) all data that is provided by or
on behalf of Customer to Sabre in order for Sabre to perform the Services;
(c) all data that is produced in the Services using data described in clauses
(a) and (b); but in all cases excluding any Sabre IP.

"CUSTOMER DIRECT COMPETITOR" [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

"CUSTOMER EMPLOYEE(S)" means all employees of Customer who are engaged in,
or are related to, performing or managing the Services.

"CUSTOMER IP" means the Intellectual Property Rights of Customer, including
all Customer Systems.

"CUSTOMER SYSTEMS" means the Owned Systems and the Licensed Systems.

"DATA CENTER" means any computer data processing facility operated by Sabre.

"DATA AND VOICE SERVICES" means the Services described in SCHEDULE 2.2.

"DESKTOP SERVICES" means the Services described in SCHEDULE 2.1.

"DEVELOPMENT RESOURCES" means the personnel resources (expressed as FTE's)
used by Sabre in providing Development Services.

"DEVELOPED IP" means IP made by our Party, or jointly by the Parties,
pursuant to this Agreement.

"DEVELOPMENT SERVICES" means the Services described in SCHEDULE 2.4.

                                       33
<PAGE>

                                                                    CONFIDENTIAL

"DEVELOPMENT SERVICES BUDGET" means a budget of Development Resources to be
provided by Sabre during the twelve (12) calendar months specified in such
budget, and a description of development projects which will be the subject
of Development Services during such period, including whether a project is to
be performed at Premium Rates.

"DISPUTE" means any dispute, claim or controversy of any kind or nature
arising under or in connection with the Services, Agreement and any related
agreements between any of the Parties (including disputes as to the Services,
billing, or the creation, validity, interpretation, breach or termination of
the Agreement).

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

"EMPLOYEE BENEFIT LAW" means any Law that relates to Employee Benefit Plans
or the payment of salary, wages or commissions.

"ENVIRONMENTAL LAWS" means all Laws relating to pollution or protection of
human health, safety or the environment (including ambient air, surface or
subsurface water, land surface or subsurface strata).

"EQUIPMENT" means all equipment owned by Customer on or after the Effective
Date.

"EQUIPMENT LEASES" means all leases of Leased Equipment to which Customer is
a party that are effective on, or entered into after, the Effective Date.

"EXCLUSIVE VARIABLE SERVICES" means the Exclusive Variable Services described
in SCHEDULE 3 of the Agreement.

"FEES" means all fees, Fees, expenses and other amounts payable by Customer
to or at the direction of Sabre under or in connection with the Agreement.

"FTE" means a full time equivalent person, computed on the basis of an
average of 1,777 working days in a calendar year.

"FORCE MAJEURE EVENT" means any cause beyond a Party's reasonable control,
including but not limited to failures attributable to any action or failure
to act of any Governmental Authority; or as the result of strikes, lockouts
or other labor difficulties; riot, insurrection, protest, security breaches
or other hostilities; boycott, embargo, blockade, fuel or energy shortages;
fire, flood, cyclone, earthquake or other natural disasters; or acts of God
or other supreme beings; wrecks, transportation delays or telecommunication,
electrical or other utility system limitations or outages; or the inability
to obtain necessary labor, materials, or utilities from usual sources.

"GOVERNMENTAL AUTHORITY" means any nation or government, any federal, state,
province, territory, city, town, municipality, county, local or other
political subdivision thereof or thereto, any quasi-governmental authority,
and any court, tribunal, arbitral body, department, commission, board,
bureau, agency, instrumentality thereof or thereto or otherwise which
exercises executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

"HAZARDOUS MATERIAL" means any chemical, substance, waste, material,
pollutant, contaminant, equipment or fixture defined as or deemed hazardous
or toxic or otherwise regulated under any Environmental Law.

"INTELLECTUAL PROPERTY AGREEMENT" means the Intellectual Property Agreement
between Sabre and Customer of even date herewith.

"INTELLECTUAL PROPERTY LICENSE AGREEMENTS" means all license agreements for
Third Party Intellectual Property Rights to which Customer is a party that are
effective on, or entered into after, the Effective Date.

                                       34
<PAGE>

                                                                    CONFIDENTIAL

"INTELLECTUAL PROPERTY RIGHTS" means all Intellectual Property rights,
including (i) any patent, patent application, trademark (whether registered
or unregistered), trademark application, trade name, service mark (whether
registered or unregistered), service mark application, copyright (whether
registered or unregistered), copyright application, Trade Secret,
Confidential Information, know-how, process, technology, development tool,
ideas, concepts, design right, moral right, data base right, methodology,
algorithm or invention, (ii) any right to use or exploit any of the
foregoing, and (iii) any other proprietary right or intangible asset
(including Software).

"IT" means information technology.

"JOINT DEVELOPMENT AGREEMENT" has the meaning given in SECTION 4.4(b).

"JOINT INTEREST IP" means IP made jointly by the Parties pursuant to a joint
development or funding agreement between the Parties, as contemplated by
SECTION 2.8(b).

"LAWS" means any applicable code, statute, law (including common law),
ordinance, regulation, order, directive, rule or requirement of any
Governmental Authority, including Environmental Laws, Antitrust Laws and
Employee Benefit Laws.

"LEASED EQUIPMENT" means all Equipment leased by Customer pursuant to
Equipment Leases.

"LEASED REAL PROPERTY" means all real property leased by Customer pursuant to
Real Property Leases.

"LIABILITIES" means any direct or indirect indebtedness, guaranty,
endorsement, claim, loss, damages, deficiency, assessment, cost, expense,
obligation, disgorgement or responsibility, fixed or unfixed, known or
unknown, asserted or unasserted, liquidated or unliquidated, secured or
unsecured.

"LICENSED SYSTEMS" means all Software systems and/or components thereof
(including applications and operating systems) licensed to Customer by Third
Parties pursuant to Systems License Agreements.

"LIEN" means any conditional sale agreement, default of title, easement,
encroachment, encumbrance, hypothecation, infringement, lien, mortgage,
pledge, reservation, restriction, security interest, title retention or other
security arrangement, or any adverse right or interest, charge, or claim of
any nature whatsoever of, on, or with respect to any Asset.

"LOSSES" means all Liabilities, judgments, claims, settlements, losses,
damages, fees, Liens, Taxes, penalties, obligations and expenses (including
reasonable attorneys' fees).

"MARKET RATE" means, for a particular type of Service, the market rate
charged by Sabre for such type of Service, as reasonably determined by Sabre.
Market Rates for Development Services will be comparable to those charged to
future contractual customers of Sabre.  With respect to Standard IP developed
by Customer for Sabre pursuant to SECTION 2.8(a), "Market Rate" means the
Market Rate that would have been charged by Sabre for a similar development
service.

"MATERIAL BREACH" means:

      (a)   The occurrence or existence of any of the following events,
            circumstances or conditions will constitute, and be deemed to
            constitute, a Material Breach by Sabre:

            (i)   a material failure or a series of material failures by Sabre
                  to meet SLA Standards, which failure or series of failures (i)
                  has a material adverse effect on Customer and (ii) as a result
                  the Agreement fails of its essential purpose, unless Sabre
                  cures such failures [TEXT OMITTED - CONFIDENTIAL TREATMENT
                  REQUESTED]of receiving notice thereof;

                                       35
<PAGE>

                                                                    CONFIDENTIAL

            (ii)  Sabre breaches SECTION 9.2(a) of the Agreement, such breach
                  has a material adverse affect on Customer, and such breach is
                  not cured [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
                  after Sabre's receiving notice thereof;

            (iii) Sabre breaches the anti-assignment provisions of SECTION 14.5
                  of the Agreement;

            (iv)  Sabre becomes or is declared insolvent or bankrupt, is the
                  subject of any proceedings relating to its liquidation,
                  bankruptcy, insolvency or for the appointment of a receiver or
                  similar officer for it, makes an assignment for the benefit of
                  all or substantially all of its creditors or enters into an
                  agreement for the composition, extension or readjustment of
                  all or substantially all of its obligations, provided that no
                  such Material Breach will be deemed to have occurred if the
                  events of this paragraph are involuntary and such state of
                  events no longer exists [TEXT OMITTED - CONFIDENTIAL TREATMENT
                  REQUESTED] of the original occurrence thereof; or

            (V)   a material failure or a series of material failures by Sabre
                  to perform its Development Services obligations, which failure
                  or series of failures has a material adverse effect on
                  Customer, unless Sabre cures such failures [TEXT OMITTED -
                  CONFIDENTIAL TREATMENT REQUESTED] of receiving notice thereof.

      (b)   The occurrence or existence of any of the following events,
            circumstances or conditions, will constitute, and be deemed to
            constitute, a Material Breach by Customer:

            (i)   Customer defaults in the payment when due of any undisputed
                  amount ([TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED])
                  properly due to Sabre pursuant to the Agreement and such
                  default is not cured [TEXT OMITTED - CONFIDENTIAL TREATMENT
                  REQUESTED] after Customer's receiving notice thereof;

            (ii)  Customer breaches its obligations under ARTICLE II of the
                  Agreement to obtain all of its requirements for Base and
                  Exclusive Variable Services from Sabre and such breach is not
                  cured [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]after
                  Customer's receiving notice thereof;

            (iii) Customer breaches SECTION 9.2(a) of the Agreement, such breach
                  has a material adverse affect upon Sabre, and such breach is
                  not cured [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
                  after Customer's receiving notice thereof;

            (iv)  Customer breaches the anti-assignment provisions of SECTION
                  14.5 of the Agreement; or

            (v)   Customer becomes or is declared insolvent or bankrupt, is the
                  subject of any proceedings relating to its liquidation,
                  bankruptcy, insolvency or for the appointment of a receiver or
                  similar officer for it, makes an assignment for the benefit of
                  all or substantially all of its creditors or enters into an
                  agreement for the composition, extension or readjustment of
                  all or substantially all of its obligations, provided that no
                  such Material Breach shall be deemed to have occurred if the
                  events of this paragraph are involuntary and such state of
                  events no longer exists [TEXT OMITTED - CONFIDENTIAL TREATMENT
                  REQUESTED] of the original occurrence thereof.

                                       36
<PAGE>

                                                                    CONFIDENTIAL

"MEASURED SERVICES" means those Services listed in SCHEDULE 4 of the Agreement.

"MIGRATION COMPLETION DATE" shall mean, for any Category of Service which
Customer elects to have Sabre provide with respect to the Preview Operations,
the date upon which the migration contemplated by the applicable Migration
Plan shall have been completed, and Sabre shall have begun performing the
selected Base Services on a regular basis with respect to the Preview
Operations.

"MIGRATION PERIOD" means the period during which Migration Services are to be
performed, and concluding on the Migration Completion Date.

"MIGRATION PLAN" means a written plan which shall describe the tasks to be
performed by Sabre, Customer, and any Third Party IT Service Provider of
Customer with respect to the Preview Operations, in connection with the
migration of the selected Category of Services to Sabre under SECTION 2.3.

"MIGRATION SERVICES" means services to be provided by Sabre pursuant to a
Migration Plan.

"NON-EXCLUSIVE VARIABLE SERVICES" means IT services other than Base Services
or Exclusive Variable Services.

"OPTIONAL WEB HOSTING SERVICES" are described in SCHEDULE 3.

"OTHER ASSETS" means all assets, to which Customer has rights on or after the
Effective Date, other than Owned Systems, Licensed Systems, Systems License
Agreements, Owned Intellectual Property Rights, Third Party Intellectual
Property Rights, Intellectual Property License Agreements, Third Party IT
Services, Service Contracts, Equipment, Leased Equipment, Equipment Leases,
Real Property, Leased Real Property, Real Property Leases, Authorizations,
Other Contract Benefits and Other Contracts.

"OTHER CONTRACT BENEFITS" means all benefits, entitlements, rights and
interests of Customer arising under or in connection with the Other
Contracts.

"OTHER CONTRACTS" means all contracts in effect on, or entered into after,
the Effective Date to which Customer is a party, other than Systems License
Agreements, Intellectual Property License Agreements, Service Contracts,
Equipment Leases, Real Property Leases and Authorizations.

"OWNED INTELLECTUAL PROPERTY RIGHTS" means all Intellectual Property Rights
owned by Customer on or after the Effective Date.

"OWNED SYSTEMS" means all Software systems and/or components thereof
(including applications and operating systems) owned by Customer on or after
the Effective Date.

"PARTY" means each of the signatories to the Agreement and their successors
and assigns as permitted by the Agreement.

"PERSON" means an individual, corporation, limited liability company,
partnership, trust, association, joint venture, unincorporated organization
or entity of any kind or nature, or a Governmental Authority.

"PREMIUM IP" means IP made solely by one Party pursuant to this Agreement and
paid for by the other Party at Premium Rates.

"PREMIUM RATES " means, for Development Services, the "Premium Rate" provided
in SCHEDULE 2.8.  With respect to Premium IP developed by Customer for Sabre
pursuant to SECTION 2.8(a), [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

"PREVIEW " means Preview Travel, Inc., a Delaware corporation.

                                       37
<PAGE>

                                                                    CONFIDENTIAL

"PREVIEW OPERATIONS" means the web hosting and network, and operations of
Preview which support Preview's online travel services business.

"QUARTER" means each three-calendar-month period ending during the term of
this Agreement.

"QUARTERLY AMOUNT" is described in SCHEDULE 8.

"REAL PROPERTY" means all real property owned by Customer on or after the
Effective Date.

"REAL PROPERTY LEASES" means all leases for Leased Real Property to which
Customer is a party and that are effective on, or entered into after, the
Effective Date.

"REQUIRED CONSENTS" means those authorizations, consents, orders and
approvals of Persons necessary or appropriate (a) for the execution and
delivery of the Agreement, (b) to effectuate or permit the sale, transfer,
assignment, lease, sublease, license, sublicense or provision of access to
any Customer Assets, (c) for performance by Sabre of the Services or (d) to
otherwise consummate or effectuate the transactions contemplated by the
Agreement.

"SABRE ACCOUNT MANAGER" means an individual, and any successor individual, so
designated in writing by Sabre from time to time.

"SABRE CRS" means a system providing any of the following products or
services, using CRS Software and CRS Communications Systems: (a) publication
and distribution of consumer travel-related information from computerized
data bases; (b) processing of passenger travel-related reservations and
transactions; (c) marketing and sales of passenger travel-related products
and services and related electronic transactions; or (d) publication and
distribution of passenger travel-related documents (including tickets).

"SABRE DIRECT COMPETITOR" [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

"SABRE GROUP" means, severally and collectively, Sabre and any Subsidiary of
Sabre that Sabre designates in writing as being a member of the Sabre Group.

"SABRE IP" means Intellectual Property Rights of Sabre, including all Sabre
Software.

"SABRE SOFTWARE" means all Software which is owned or developed by Sabre, or
in which Sabre otherwise holds Intellectual Property Rights.

"SERVICES" means the Base Services, Variable Services and Termination
Assistance Services performed by Sabre under the Agreement.

"SERVICE CONTRACTS" means all agreements, contracts or other arrangements
effective on, or entered into after, the Effective Date to which Customer is
a party and pursuant to which Third Party IT Service Providers provide Third
Party IT Services to Customer.

"SERVICE LOCATIONS" means the following locations at or for which SABRE
provides Base Services: [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].

"SLA" OR "SERVICE LEVEL AGREEMENT" means each of the written statements of
performance levels for Measured Services that are described in SCHEDULE 5.

"SLA STANDARD" means the acceptable level of performance for a Measured
Service specified in the applicable SLA.

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<PAGE>

                                                                    CONFIDENTIAL

"SOFTWARE" or "SOFTWARE" means any computer programming code consisting of
instructions or statements in a form readable by individuals (source code) or
machines (object code), and documentation and supporting materials therefor,
in any form or medium, including electronic media.

"STANDARD IP" means IP made solely by one Party pursuant to this Agreement
and paid for by the other Party at Market Rates.

"SUBSIDIARY" means, 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.

"SYSTEM LICENSE AGREEMENTS" means all license agreements for Licensed Systems
to which Customer is a party and that are effective on, or entered into
after, the Effective Date.

"TAX RETURNS" means all tax returns, reports, statements and other similar
filings with respect to any Taxes.

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

"TERM" means the initial term and each renewal period of the Agreement, which
is subject to expiration in accordance under SECTION 11.1 thereof, or earlier
termination in accordance with SECTION 11.2 or 14.12 thereof.

"TERMINATION ASSISTANCE PERIOD" has the meaning given in SECTION 11.3(c).

"TERMINATION ASSISTANCE PLAN" means a plan to govern the migration/conversion
from Services to IT services, software and other resources to be provided by
Customer or a successor Third Party IT Service Provider.  The Termination
Assistance Plan is a Work Order the production of which will be governed by
the Contract Administration Process.

"TERMINATION ASSISTANCE SERVICES" means the Services determined by the
Parties pursuant to the Contract Administration Process consistent with the
principles outlined in SCHEDULE 15 of the Agreement, and to be provided
pursuant to the Termination Assistance Plan.

"THIRD PARTY" means a Person excluding any Party or, with respect to Sabre,
another member of the Sabre Group.

"THIRD PARTY INTELLECTUAL PROPERTY RIGHTS" means all Intellectual Property
Rights licensed to Customer from Third Parties pursuant to Intellectual
Property License Agreements.

"THIRD PARTY IT SERVICE PROVIDERS" means all Third Parties that provide IT
services to Customer pursuant to Service Contracts.

"THIRD PARTY IT SERVICES" means all IT services provided to Customer pursuant
to Service Contracts.

"THIRD PARTY SOFTWARE" means any Software owned by or licensed from a Third
Party vendor.

"TRADE SECRETS" means information related to a Person (a) which derives
economic value, actual or potential, from not being generally known to or
readily ascertainable by other Persons who can obtain

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                                                                    CONFIDENTIAL

economic value from its disclosure or use, and (b) which is the subject of
efforts by said Person that are reasonable under the circumstances to
maintain its secrecy.

"TULSA DATA CENTER" means the existing underground computer data processing
facility operated by Sabre in Tulsa, Oklahoma; provided that Sabre may elect
to use another principal data center of Sabre so long as such use does not
materially and adversely affect the Services or increase the Fees to Customer.

"VARIABLE FEE" means, for each calendar month, the amount that Customer is
obligated to pay to Sabre pursuant to SCHEDULE 8 of the Agreement in
connection with Variable Services provided in that month.

"VARIABLE SERVICES" means the Exclusive Variable Services and Non Exclusive
Variable Services performed by Sabre.

"WEB HOSTING SERVICES" means the Services described in SCHEDULE 2.3.

"WORK ORDER" means an agreement or other document signed by the Parties
pursuant to the Contract Administration Process to describe Services or to
implement an approved Request.

"YEAR 2000 COMPLIANT" means that the software program or computer system (a)
will operate and produce data before, on or after January 1, 2000 (including
taking into effect that such year is a leap year), accurately and without
delay, interruption or error relating to the fact that the time at which and
the date on which such items are operating is on or after 12:00 a.m. on
January 1, 2000; or (b) will accept, calculate, process, maintain, write and
output, accurately and without delay, interruption, or error any function
referencing a time or date on or after 12:00 a.m. January 1, 2000 or both,
whether before, on or after 12:00 a.m. on January 1, 2000, and any time
period determined or to be determined based on any such times or date, or
both.





















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                          SCHEDULE 2.1:  DESKTOP SERVICES

1.    SERVICE SCOPE.  Desktop LAN management.  Other hardware, software and
      devices may be added to the Standard Desktop Environment as a Change
      governed by the Contract Administration Process.  The term of Schedule 2.1
      will not extend beyong 8/31/2000.  Prior to 8/31/2000 Sabre and
      Travelocity will either terminate Schedule 2.1 or reach a new agreement
      governed by the Contract Administration Process.

2.    DESKTOP LAN MANAGEMENT.

-     Sabre will monitor LAN availability and security.
-     Sabre will provide LAN configuration management.
-     Sabre will provide fix/break support for the Desktop LAN.
-     Sabre will perform on-site technical troubleshooting and problem
      resolution at Service Locations.

3.    EXCLUSIONS.  The following services are not considered Desktop Services
      and are Customer's responsibility, but can be provided by Sabre as
      Non-Exclusive Variable Services:

      a.    FACILITY ENGINEERING.

-     Consulting related to the design of TI rooms and wiring closets, and power
      systems supporting computer workstations and information systems,
      including dimensions, materials, room layout, and design/location of
      communication equipment racks/rails.
-     Consulting on TI room mechanical requirements, including air conditioning,
      ventilation and fire suppression systems.
-     Consulting on TI room electrical requirements, including UPS, surge
      suppression, emergency generators, voltage regulators, transformers,
      panelboards, branch circuitry, receptacles, grounding, lighting, and alarm
      systems.
-     Consulting on the routing of cabling through conduit, and cable tray and
      conduit sizing.

      a.    PHYSICAL SITE PREPARATION.  All work related to preparing and
            maintaining floors, walls, ceilings, counters, cubicles and similar
            facilities.

      b.    ADDRESS PROBLEMS.  Resolving address problems which occur as a
            direct result of an end user using devices not included in the
            Standard Desktop Environment.

      c.    NON-STANDARD SUPPORT.  Supporting hardware, software and other
            devices not included in the Standard Desktop Environment or not
            certified through Sabre's Integration Lab, and supporting trouble
            calls arising from Customer attaching or loading hardware, software
            or other devices to the LAN that are not included in the Standard
            Desktop Environment.

      d.    CUSTOMER MOVES, ADDS, INSTALLS OR CHANGES.  Customer moving,
            installing, changing or de-installing its own devices and contacting
            Sabre for the connection or to correct improper work.

      e.    NEW TECHNOLOGIES.  Consulting related to assessing new technologies.

      f.    BACKUP SERVICES.  Backing up, restoring and reloading Customer files
            and infrastructure fileservers where an appropriate backup solution
            has been acquired by Customer.

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                       SCHEDULE 2.2:  DATA AND VOICE SERVICES


Data and Voice Services refers to the following services:

1.    DATA SERVICES.

      a.    DATA NETWORK SERVICES.  Sabre will arrange for and manage the
            following Third Party data network services:

            -     X.25/SDLC/ACL/SDN Service.  Low-speed connections providing
                  data communication service between any two locations in which
                  Sabre's Third Party vendors have a presence.  Customer can
                  request Sabre to arrange for remote areas to be covered using
                  Third Party satellite services.

            -     Frame Relay Service.  High-speed direct access to the packet
                  switched data network and bandwidth management providing
                  "bandwidth on demand" and "bursty traffic requirements"
                  capabilities by use of a high bandwidth path, called a
                  Permanent Virtual Circuit ("PVC"), between two networks.
                  Customer shall subscribe to an allocated level of bandwidth
                  over the PVC, called the Committed Information Rate ("CIR"),
                  to obtain throughput at a certain speed.

            -     Circuit, Data Port and Router Installation.  Sabre will
                  validate order information, oversee the installation services
                  provided by Third Parties, and initiate and manage problem
                  resolution on behalf of Customer with such Third Party
                  providers.  Sabre will also provide on-site support for
                  installations at the Service Locations utilizing Sabre
                  personnel or Third Party vendors.  Customer remains
                  responsible for ensuring that Customer's facilities can
                  accommodate any such installations.

      b.    ROUTER SERVICE.  Sabre will arrange for and manage routers.  Sabre
            will arrange for an manage router hardware and software as part of
            this managed service.  Sabre will arrange for and manage router
            hardware and software maintenance services provided by Third Party
            vendors selected by Sabre.  The Account Managers shall determine the
            level of maintenance support provided by such Third Party vendors at
            the various Service Locations by selecting among the following three
            levels of service:

            -     Monday through Friday, 9 a.m. to 5 p.m., with a [TEXT OMITTED
                  - CONFIDENTIAL TREATMENT REQUESTED]response time;

            -     7x24, with a [TEXT OMITTED - CONFIDENTIAL TREATMENT
                  REQUESTED]response time; and

            -     7x24, with a [TEXT OMITTED - CONFIDENTIAL TREATMENT
                  REQUESTED]response time.

            All of the foregoing levels of maintenance include parts, labor and
            travel expenses.  Sabre will arrange for hardware and software
            upgrades for technology refreshes that are performed at Sabre's
            discretion.  A technology refresh is the process of upgrading router
            hardware or software components to install the next generation or
            version of the existing resource.  From time to time Customer may
            request changes in the technology configuration utilized by Sabre,
            provided Customer is responsible for all costs and expenses incurred
            by Sabre in implementing such changes.  A technology change is the
            process of altering the configuration of router hardware or software
            components (e.g. introducing high capacity routers to accommodate
            additional Customer requirements).

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      c.    LOCAL CHANNEL DIAL BACKUP SERVICE.  Sabre will arrange for Third
            Party vendors to provide dial backup services enabling network
            redundancy and recovery capability.  This service provides service
            protection from the digital service unit to the network frame relay
            port at any Service Location with a Sabre-provided data port.  The
            service bypasses the local circuit in the event of failure and
            connects via analog or ISDN service from the digital service unit to
            the frame relay provider's local point of presence.  The service
            automatically executes dial back-up on detection of local channel
            failure and disconnects when service is again recognized.

      d.    MANAGEMENT SERVICES.  In managing the data network services
            described in paragraph 1 of this SCHEDULE 2.2, Sabre will provide
            the following administrative services:

            -     NETWORK DESIGN.  Sabre will define data parameters, perform a
                  customer needs analysis, provide a cost analysis and deliver a
                  solution recommendation.  Sabre will create the network design
                  and specifications package and will oversee those Third
                  Parties that implement the agreed solution.

            -     ENGINEERING.  Sabre will provide traffic engineering and
                  network capacity planning to maximize circuit usage, assess
                  host connectivity, and install technologies that the parties
                  determine best meets Customer's specific usage requirements.
                  Such technologies include, without limitation, ALC, X.25,
                  Frame Relay, and TCP/IP.

            -     NEW COMPONENT TESTING.  Sabre will test new network components
                  before adding them to the existing network.

            -     APPLICATIONS SUPPORT.  Sabre will provide consulting support
                  on customer applications to provide for compatible interface
                  and transmission protocols with the wide area network.

            -     NETWORK OPERATIONS CENTER.  Sabre will monitor the reliability
                  of Third Party service providers.

            -     HELP DESK.  Sabre will provide a 7x24 help desk for
                  coordinating problem resolution services.  Customer's service
                  representative will initiate such services by contacting the
                  help desk to log details associated with the problem.  If
                  Sabre determines the problem relates to products or services
                  provided by Sabre, the help desk representative will refer the
                  problem to Sabre's designated subject matter expert ("SME")
                  for resolution.  If Sabre determines the problem relates to
                  products or services provided by Third Party vendors and
                  arranged for by Sabre, Sabre will request the appropriate
                  Third Party vendor to resolve the problem.  A Sabre
                  representative will work with such Third Party vendor to
                  monitor problem resolution and follow-up with Customer to
                  close out open logged problems.

            -     PLANNING.  Sabre will analyze and communicate to Customer
                  changes in related technology, marketplaces, and regulatory
                  treatments.

            -     CONTRACT ADMINISTRATION.  Sabre will provide contract
                  administration services related to those contracts with Third
                  Party service providers, including tariff analysis, contract
                  management, and interfacing with vendors to resolve
                  performance or other contractual issues on behalf of Customer.

            -     AUDITING SERVICES.  Sabre will review invoices submitted by
                  Third Party service providers to assess the accuracy of such
                  invoices.

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                                                                    CONFIDENTIAL

            -     CUSTOMER REPORTS.  Sabre will provide billing, volume, usage
                  trends and analysis reports describing Customer's utilization
                  of its data network.

            -     EVALUATION OF NEW TECHNOLOGY.  Sabre will research new and
                  emerging telecommunications technology features and
                  enhancements that may provide cost reductions while improving
                  overall service capabilities.

            -     IP ADDRESS MANAGEMENT.  Sabre will manage Customer's IP
                  addresses.

      e.    ON-SITE SUPPORT.  Sabre can send personnel at the request of
            Customer to provide on-site support for problem management or
            resolution, as applicable, provided Customer is responsible for
            paying or reimbursing Sabre for all costs and expenses related to
            sending personnel to such sites.


2.    REMOTE CONNECTIVITY.

      a.    MANAGED DIAL SERVICES.  Sabre will arrange for and manage Third
            Party remote dial services allowing Customer to remote access its
            LAN infrastructure without requiring a dedicated communications line
            by using point to point protocol to provide remote access to
            Internet protocol hosts.  ISDN may be available to Customer if ISDN
            services are offered by the Third Party provider in the area from
            which the user attempts to remote access the network.

      b.    MANAGEMENT SERVICES.  In managing the managed dial services
            described in paragraph 2(a) of this SCHEDULE 2.2, Sabre will provide
            the following administrative services:

            -     ENGINEERING.  Sabre will provide traffic engineering and
                  network capacity planning to maximize circuit usage, assess
                  host connectivity, and install technologies that the parties
                  determine best meets Customer's specific usage requirements.
                  Such technologies include, without limitation, X.28 dial, PPP,
                  TCP/IP, and VPN.

            -     PROVISIONING.  Sabre will set up and monitor Customer user
                  accounts, as well as order, oversee delivery of and test the
                  managed dial services.

            -     APPLICATIONS SUPPORT.  Sabre will provide consulting support
                  on customer applications to provide for compatible interface
                  and transmission protocols with the network.

            -     NETWORK OPERATIONS CENTER.  Sabre will monitor the reliability
                  of Third Party service providers.

            -     HELP DESK.  Sabre will provide a 7x24 help desk for
                  coordinating problem resolution services.  Customer's service
                  representative will initiate such services by contacting the
                  help desk to log details associated with the problem.  If
                  Sabre determines the problem relates to products or services
                  provided by Sabre, the help desk representative will refer the
                  problem to Sabre's designated subject matter expert ("SME")
                  for resolution.  If Sabre determines the problem relates to
                  products or services provided by Third Party vendors and
                  arranged for by Sabre, Sabre will request the appropriate
                  Third Party vendor to resolve the problem.  A Sabre
                  representative will work with such Third Party vendor to
                  monitor problem resolution and follow-up with Customer to
                  close out open logged problems.

            -     PLANNING.  Sabre will analyze and communicate to Customer
                  changes in related technology, marketplaces, and regulatory
                  treatments.

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                                                                    CONFIDENTIAL

            -     AUDITING SERVICES.  Sabre will review invoices submitted by
                  Third Party service providers to assess the accuracy of such
                  invoices.

            -     CUSTOMER REPORTS.  Sabre will provide billing, volume, usage
                  trends and analysis reports describing Customer's utilization
                  of the managed dial services.

            -     EVALUATION OF NEW TECHNOLOGY.  Sabre will research new and
                  emerging telecommunications technology features and
                  enhancements that may provide cost reductions while improving
                  overall service capabilities.

            -     USER MANUALS.  Sabre will develop and coordinate distribution
                  of user manuals.

3.    VOICE SERVICES.

      a.    VOICE NETWORK SERVICES.  Sabre will arrange for and manage
            Customer's voice network for inbound and outbound calls across
            multi-vendor networks.  Such Third Party provided services include
            inbound 800 services, outbound long distance services, and calling
            card services, and related provisioning, engineering, consulting,
            operation and management services.

      b.    MANAGEMENT SERVICES.  In managing the voice services described in
            paragraph 3 of this SCHEDULE 2.2, Sabre will provide the following
            administrative services:

            -     ENGINEERING.  Sabre will provide traffic engineering and
                  network capacity planning to maximize circuit usage.  Sabre
                  will manage the traffic across all network trunks including
                  trunk analysis and optimization, traffic routing based on
                  Customer's requirement profiles including, without limitation,
                  time of day routing, geographical routing or traffic load
                  routing based on the volume of traffic at any given time.

            -     PROVISIONING.  Sabre will order, oversee delivery of and test
                  the voice services.

            -     NETWORK OPERATIONS CENTER.  Sabre will monitor the reliability
                  of Third Party service providers.

            -     HELP DESK.  Sabre will provide a 7x24 help desk for
                  coordinating problem resolution services.  Sabre will take
                  calls into the help desk between the hours of 8 am to 5 pm and
                  then via pager after hours.  Customer's service representative
                  will initiate such services by contacting the help desk to log
                  details associated with the problem.  If Sabre determines the
                  problem relates to products or services provided by Sabre, the
                  help desk representative will refer the problem to Sabre's
                  designated subject matter expert ("SME") for resolution.  If
                  Sabre determines the problem relates to products or services
                  provided by Third Party vendors and arranged for by Sabre,
                  Sabre will request the appropriate Third Party vendor to
                  resolve the problem.  A Sabre representative will work with
                  such Third Party vendor to monitor problem resolution and
                  follow-up with Customer to close out open logged problems.

            -     PLANNING.  Sabre will analyze and communicate to Customer
                  changes in related technology, marketplaces, and regulatory
                  treatments.

            -     CONTRACT ADMINISTRATION.  Sabre will provide contract
                  administration services related to those contracts with Third
                  Party service providers, including tariff analysis, contract
                  management, and interfacing with vendors to resolve
                  performance or other contractual issues on behalf of Customer.

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<PAGE>

                                                                    CONFIDENTIAL

            -     AUDITING SERVICES.  Sabre will review invoices submitted by
                  Third Party service providers to assess the accuracy of such
                  invoices.

            -     CUSTOMER REPORTS.  Sabre will provide billing, volume, usage
                  trends and analysis reports describing Customer's utilization
                  of the voice services.

            -     EVALUATION OF NEW TECHNOLOGY.  Sabre will research new and
                  emerging telecommunications technology features and
                  enhancements that may provide cost reductions while improving
                  overall service capabilities.

            -     AUTHORIZATION CODE MANAGEMENT.  Sabre will manage long
                  distance dialing codes to monitor and track abuse of long
                  distance voice services by Customer's employees.

4.    VOICEMAIL.

      a.    VOICE MESSAGING SERVICES.  Sabre will arrange for and manage voice
            messaging services that include message storage and retrieval,
            network messaging, dial-by-name capabilities, and creation and
            deletion of voice mailbox for users.  Sabre may, at Sabre's sole
            discretion, later outsource the voice messaging services to a Third
            Party provider.  Customer may select among the classes of service
            indicated below.  Customer will make such selection according to its
            requirements for each Customer employee and at the time it adds a
            mailbox.  Customer may then change the selection it made at any time
            following the month in which Customer initiated the service.

            -     Service Level 1 - Voice Box: [TEXT OMITTED - CONFIDENTIAL
                  TREATMENT REQUESTED]messages retained for up to [TEXT OMITTED
                  - CONFIDENTIAL TREATMENT REQUESTED] days
            -     Service Level 2 - Message Lite: Adds more memory and
                  outcall/pager in addition to voice box.
            -     Service Level 3 - Answer Box: Adds telephone answering in
                  addition to voice box and message lite.
            -     Service Level 4 - Remote Box: Adds remote answering in
                  addition to voice box, message lite and answer box.
            -     Service Level 6 - Advanced: Adds additional memory in addition
                  to voice box, message lite, answer box and remote box.
            -     Service Level 7 - Advanced Custom: Unlimited message retention
                  in addition to voice box, message lite, answer box, remote box
                  and advanced.

      b.    MANAGEMENT SERVICES.  In providing the voice messaging services
            described in paragraph 4 of this SCHEDULE 2.2, Sabre will also
            provide the following administrative services:

            -     ENGINEERING.  Sabre will provide traffic engineering and
                  capacity planning to maximize circuit usage.  Voice mail
                  engineers will ensure that the Voice Mail systems integrate
                  with the premise switch and the traffic to the voicemail
                  system is received over optimized trunks so that voicemail
                  does not give a busy signal to the Customer.

            -     PROVISIONING.  Sabre will set up and maintain Customer user
                  accounts, as well as order, deliver and test the voice
                  messaging services.

            -     OPERATIONS.  Sabre will monitor the reliability of Third Party
                  service providers.

            -     HELP DESK.  Sabre will provide a 7x24 help desk for
                  coordinating problem resolution services.  Sabre will take
                  calls into the help desk between the hours of 8 am to 5 pm

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                                                                    CONFIDENTIAL

                  and then via pager after hours.  Customer's service
                  representative will initiate such services by contacting the
                  help desk to log details associated with the problem.  If
                  Sabre determines the problem relates to products or services
                  provided by Sabre, the help desk representative will refer the
                  problem to Sabre's designated subject matter expert ("SME")
                  for resolution.  If Sabre determines the problem relates to
                  products or services provided by Third Party vendors and
                  arranged for by Sabre, Sabre will request the appropriate
                  Third Party vendor to resolve the problem.  A Sabre
                  representative will work with such Third Party vendor to
                  monitor problem resolution and follow-up with Customer to
                  close out open logged problems.

            -     PLANNING.  Sabre will analyze and communicate to Customer
                  changes in related technology, marketplaces, and regulatory
                  treatments.

            -     CUSTOMER REPORTS.  Sabre will provide billing, volume, usage
                  trends and analysis reports describing Customer's utilization
                  of the managed dial services.

            -     EVALUATION OF NEW TECHNOLOGY.  Sabre will research new and
                  emerging telecommunications technology features and
                  enhancements that may provide cost reductions while improving
                  overall service capabilities.

            -     USER TRAINING AND MANUALS.  Sabre will provide user training
                  classes at the Service Locations and will develop and
                  coordinate distribution of user manuals.

5.    CAMPUS TELEPHONE.  Sabre will manage campus telephone lines and manage,
      plan, design and engineer the infrastructure of telephone systems at the
      Service Locations.  Telephone lines managed by Sabre include Private
      Branch Exchanges (PBX), Centrex Service and Automatic Call Distributors
      (ACD's), and large telephone key systems for large business applications.
      Sabre will recommend telephone system modifications based on changing
      Customer requirements and negotiate service contracts such as rate
      stabilization contracts, maintenance contracts and local trunking
      contracts with Third Party providers.  Sabre provides for the
      Install/Move/Add/Change ("IMAC") activity for Customer.

      a.    Add:  Any activity related to adding a new device.  An add will
            increase the count of the inventory database.

      b.    Change:  Changing a device configuration or peripheral component.
            Includes installing, deinstalling, or changing software on the
            device.  This activity does not alter the number of devices on the
            inventory database.

      c.    Move:  Relocation of an existing device.  Equipment-funding document
            is not required.  A move will not alter the number of devices on the
            inventory database.

      Sabre will provide a 7x24 help desk for coordinating problem resolution
      services.  Sabre will take calls into the help desk between the hours of 8
      am to 5 pm and then via pager after hours.  Customer's service
      representative will initiate such services by contacting the help desk to
      log details associated with the problem.  If Sabre determines the problem
      relates to products or services provided by Sabre, the help desk
      representative will refer the problem to Sabre's designated subject matter
      expert ("SME") for resolution.  If Sabre determines the problem relates to
      products or services provided by Third Party vendors and arranged for by
      Sabre, Sabre will request the appropriate Third Party vendor to resolve
      the problem.  A Sabre representative will work with such Third Party
      vendor to monitor problem resolution and follow-up with Customer to close
      out open logged problems.

[6.   INTERNET ACCESS.


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                                                                    CONFIDENTIAL

      a.    HOST LINK.  Sabre will arrange for a Third Party Internet service
            provider to provide a host link enabling Customer's employees to
            access standard business oriented Internet information services on
            the World Wide Web at the following Customer sites: Centreport I,
            Centreport II, Centreport IV, Centreport V, Trinity and Solana.
            Users are able to browse the World Wide Web and utilize those
            resources of the Internet permitted under Customer's Internet usage
            policies.  Internet access is integrated into the user's desktop and
            allows seamless access to both the corporate Intranet sites and to
            Internet sites.  Netscape Communicator 4.5 will be provided to
            Customer.  Setup instructions for Microsoft Internet Explorer will
            be made available if Customer does not desire to use Netscape
            Communicator 4.5.

      b.    SCOPE OF SERVICES.

            -     HTTP Proxy - Browser access to the World Wide Web
            -     Telnet Proxy - Command Line Telnet
            -     FTP Proxy - File Transfer Protocol for uploading or
                  downloading files
            -     Newsgroups - Access to USENET News Services
            -     Real Audio - Streaming Audio and Video
            -     AOL Instant Messenger - Online Chat service
            -     Pointcast - Push News service
            -     NTP - Time Services to set computer with Atomic clock
            -     SOCKS Services - Multi-purpose Internet Access

      c.    ATTRIBUTES OF INTERNET SERVICES.

            -     Integrated into Customer desktop
                  -     Includes Netscape Communicator 4.5
                  -     Setup instructions for Microsoft Internet Explorer will
                        be made available
                  -     Does not require external modem or dial connection
                  -     Utilizes existing desktop LAN infrastructure
            -     Performance
                  -     Connection speeds of up to 10Mbps
                  -     Utilizes fully redundant dedicated ISP connections
                  -     Dedicated connection - no dial connect time delay
            -     Availability
                  -     Never a busy signal delay
                  -     Available 7x24  (seven days a week, 24 hours per day)
            -     Security
                  -     Firewall protection of workstation and internal network
                  -     User Authentication
            -     Enforcement of Customer's Internet usage policies
                  -     Monitoring of access to inappropriate sites
                  -     List of 200 banned words/sites
                  -     Reports sent to human resources for employees violating
                        policy
                  -     Availability of full access logs and audit trail
                  -     Query function available to human resources'
                        representative
                  -     Filtered newsgroups

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                                                                    CONFIDENTIAL

            -     Customer Support
                  -     Sabre will provide a 7x24 help desk for coordinating
                        problem resolution services.  Sabre will take calls into
                        the help desk between the hours of 8 am to 5 pm and then
                        via pager after hours.  Customer's service
                        representative will initiate such services by contacting
                        the help desk to log details associated with the
                        problem.  If Sabre determines the problem relates to
                        products or services provided by Sabre, the help desk
                        representative will refer the problem to Sabre's
                        designated subject matter expert ("SME") for resolution.

                        If Sabre determines the problem relates to products or
                        services provided by Third Party vendors and arranged
                        for by Sabre, Sabre will request the appropriate Third
                        Party vendor to resolve the problem.  A Sabre
                        representative will work with such Third Party vendor to
                        monitor problem resolution and follow-up with Customer
                        to close out open logged problems.
                  -     Browser software upgrades to Sabre-certified Netscape
                        Communicator Software.  Sabre can peform upgrades or
                        change browsers at Customer's request, provided Customer
                        pays or reimburses Sabre for all costs and expenses
                        incurred by Sabre relating to such upgrades or changes.
                  -     User documentation is available on line

7.    INITIAL CONFIGURATION.  For purposes of delivering the Data and Voice
      Services, the initial configuration is set forth in EXHIBIT A to this
      SCHEDULE 2.2.  Any modifications to such initial configuration shall be
      considered a Change governed by the Contract Administration Process.











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EXHIBIT A TO SCHEDULE 2.2: [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]





























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SCHEDULE 2.3:  WEB HOSTING SERVICES


Web Hosting Services refers to the services described below:

1.    TULSA DATA CENTER:  PREMISES AND SECURITY.

      a.    TULSA DATA CENTER PREMISES.  In connection with providing the Web
            Hosting Services described below, Sabre will provide and maintain
            the Tulsa Data Center as follows:

            -     RESTRICTED ACCESS.  Sabre will provide secure key card
                  restricted access to the Tulsa Data Center.  Sabre will
                  provide controlled access to Third Party vendors from whom
                  Customer acquired hardware for use in the Tulsa Data Center to
                  enable hardware maintenance to be performed.  In providing
                  such access, appropriate Sabre personnel will accompany Third
                  Party personnel while they perform such maintenance services
                  at the Tulsa Data Center.

            -     RAISED FLOOR.  Sabre will provide for a raised floor at the
                  Tulsa Data Center to enable cable clearance for housing
                  Customer's servers.

            -     POWER HEAT AND COOLING.  Sabre will provide environmentally
                  controlled conditions through the use of water powered heating
                  and cooling systems. Fire suppression equipment consisting of
                  dry pipe and deluge sprinklers, and inert gas and limited
                  applications, is also present in the Tulsa Data Center.

            -     UNINTERRUPTED POWER SUPPLY ("UPS").  Sabre will provide UPS to
                  back up all power supplies at the Tulsa Data Center.  These
                  battery systems provide gault tolerance and provide sufficient
                  power to operate the Tulsa Data Center for at least fifteen
                  (15) minutes. In addition, diesel generators automatically
                  start in the event of a power outage.  These generators supply
                  all of the power necessary for the Tulsa Data Center, and can
                  be refueled to power the facility indefinitely.  Sufficient
                  fuel is stored on premise to supply three days of operation,
                  and fuel delivery contracts are in place with multiple local
                  diesel fuel suppliers.

      b.    TULSA DATA CENTER SECURITY.  In connection with providing the Web
            Hosting Services described below, Sabre will provide facility and
            resource security services at the Tulsa Data Center as follows:

            -     FACILITY SECURITY SERVICES.  Sabre will provide physical
                  security for the Tulsa Data Center at commercially reasonable
                  levels, and in such a manner as to reasonably satisfy
                  Customer's external audit and risk management insurance
                  requirements. Multi-layered electronic access control, 24x7
                  on-site security guards and video surveillance equipment also
                  are utilized to provide additional protection.

            -     RESOURCE SECURITY SERVICES.  Sabre will provide perimeter
                  infrastructure security around infrastructure system and
                  network resources.  Sabre retains control and sole
                  responsibility for creating system security policies for all
                  Sabre infrastructure system and network resources.  Sabre will
                  also be responsible for user account maintenance, including
                  adding, changing, and deleting user accounts, issuing
                  passwords, and tracking user access.  Customer will be
                  responsible for creating system security policies for Sabre
                  managed Customer resources, approving user accounts, and
                  performing security audits within Sabre managed Customer
                  servers and Customer firewalls.

2.    SERVER MONITORING:  HARDWARE AND OPERATING SYSTEM.

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      a.    MONITORING.  Sabre will monitor the operability and performance of
            Sun, SGI, Windows NT, NCR and IBM hardware and related operating
            systems at the Tulsa Data Center.

      b.    SERVICES.  Sabre will perform the following services with respect to
            the hardware and operating system software monitored by Sabre at the
            Tulsa Data Center:

            -     Installation and testing of operating system and layered
                  products.

            -     Installation of software licenses.

            -     Upgrade operating system as provided by Customer.

            -     Evaluation of operating system and layered products.

            -     Apply provided software patches.

      c.    OPERATING SYSTEM MONITORING METHODOLOGY.  Sabre will monitor the
            systems identified in paragraph 2(a) of this SCHEDULE 2.3 on a 24x7
            basis with respect to:

            -     Swap.

            -     Memory Utilization.

      d.    HARDWARE MONITORING METHODOLOGY.  Sabre will provide 24x7 re-boot
            services, and monitor the hardware identified in paragraph 2(a) of
            this SCHEDULE 2.3 on a 24x7 basis with respect to:

            -     CPU Utilization.

            -     Disk Space.

            -     Network Pinging.

      e.    LIMITED APPLICATION MONITORING.  Sabre will provide 24x7 automated
            monitoring of Customer applications.  Sabre and Customer will
            establish reasonable levels of monitoring with respect to:

            -     Application Error and Performance (response time).

            -     URL Monitoring.

      f.    NOTIFICATION AND ESCALATION PROCEDURES.  Sabre and Customer will
            establish reasonable notification and escalation procedures with
            respect to each of the performance criteria monitored under
            paragraphs 2(a), (c), and (d) above.  The procedures will include
            notification and escalation thresholds appropriate for Customer's
            business operations.

      g.    MAINTENANCE SERVICES.  Sabre shall initiate problem resolution
            services in response to problems in operating system or hardware
            performance identified by Sabre under paragraphs 2(c) and 2(d) of
            this SCHEDULE 2.3.  Unless otherwise agreed by Sabre and Customer,
            the resolution of operating system and hardware problems will be
            performed by Third Party vendors, selected by Customer and
            reasonably approved by Sabre, pursuant to maintenance contracts
            between Customer and such Third Party vendors.  Sabre and Customer
            shall establish, by mutual agreement, reasonable levels of problem
            resolution initiation communication between Sabre and such Third
            Party vendors.

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                                                                    CONFIDENTIAL

      h.    EXCLUSIONS.  Customer will be responsible for the following:

            -     Problem resolution relating to any failure of application
                  software monitored by Sabre at the Tulsa Data Center.  Sabre's
                  only obligations with respect to problem resolution of
                  application software problems are to monitor problems
                  experienced in the production environment as specified in
                  paragraph 2(e) of this SCHEDULE 2.3, and notify Customer of
                  such problems pursuant to paragraph 2(f) of this SCHEDULE 2.3.

            -     All obligations and liabilities related to temporary root
                  passwords.

            -     Implementing software applications hosted on servers located
                  in the Tulsa Data Center and monitoring the operability and
                  performance of such software applications.

      i.    CUSTOMER NOTIFICATION.  Customer will notify Sabre of any changes in
            monitored operating systems, resulting from temporary root password
            functions in Customer's possession/control.

3.    SERVER MONITORING:  DATABASE.

      a.    MONITORING.  Sabre will monitor the operability and performance of
            [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] databases at the
            Tulsa Data Center.

      b.    DATABASE MONITORING METHODOLOGY.  Sabre will monitor the databases
            identified in paragraph 3(a) of this SCHEDULE 2.3 on a 24x7 basis
            with respect to:

            -     CPU Utilization.

            -     Disk Space.

            -     Extents Monitoring.

            -     Memory Utilization.

            -     Disk Failure Notification.

            -     DB Processes.

            -     DB Parameters.

      c.    EXCLUSIONS.  Customer will be responsible for problem resolution
            relating to any failure of the databases monitored by Sabre to
            perform in accordance with their specifications or the Service
            Levels set forth in SCHEDULE 5, unless Customer obtains such service
            from Sabre as an Optional Web Hosting Service.

4.    NETWORK SERVICES.

      a.    NETWORK.  Sabre will arrange for and manage the communications
            lines, network devices and related telecommunications infrastructure
            used by Sabre in the Tulsa Data Center to connect Customer's servers
            to the Internet, including LAN connectivity, load balancers, cache,
            and switch/router administration.  From time to time, Customer may
            request Sabre to install at the Tulsa Data Center additional network
            devices such as switches, routers,

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            load balancers and firewalls purchased by Customer from Third Party
            vendors pre-approved by Sabre, and Sabre will use commercially
            reasonable efforts to provide such installation services within a
            reasonable period of time from Customer's request.

      b.    NETWORK SUPPORT.  Sabre will provide the following support services
            relating to the communications lines, network devices and related
            telecommunications infrastructure used by Sabre in the Tulsa Data
            Center:

            -     Install network device software as Third Party vendors issue
                  new releases;

            -     Install, monitor and maintain network device software for
                  system connectivity;

            -     Maintain network equipment;

            -     Troubleshoot and repair network devices;

            -     Plan installation of network and environmental equipment at
                  the Tulsa Data Center;

            -     Initiate and manage problem resolution with Third Party
                  hardware vendors in order to resolve hardware problems;

            -     Order and schedule installation of network hardware with Third
                  Party vendors; and

            -     Initiate and manage problem resolution with Third Party
                  maintenance providers in order to resolve network device and
                  software problems.

      c.    MANAGEMENT SERVICES. Sabre will provide the following administrative
            services with respect to the communications lines, network devices
            and related telecommunications infrastructure used by Sabre in the
            Tulsa Data Center:

            -     DESIGN.  Sabre will provide network design and engineering
                  services.

            -     CONFIGURATION.  Sabre will configure and test network
                  equipment.

            -     INSTALLATION SUPPORT.  Sabre will provide network installation
                  support for adding devices, upgrading systems, and replacing
                  devices during the implementation window.

            -     TUNING.  Sabre will analyze the network and provide
                  performance tuning.

            -     SECURITY.  Sabre will monitor network systems for misuse and
                  unauthorized access.

            -     SECURITY CONSULTING.  Sabre will provide network security
                  consulting services.

            -     ON-CALL SUPPORT.  Sabre will provide 24x7 on-call engineering
                  support.

            -     NETWORK CONSULTING.  Sabre will provide network consulting
                  services.

            -     STANDARD CAPACITY PLANNING.  Sabre will provide capacity
                  planning and forecasting services.

            -     PLANNED CHANGES.  Sabre will assess planned changes to the
                  network.

            -     PRODUCT EVALUATION.  Sabre will evaluate new network products.

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      d.    FIREWALL.  Sabre will provide firewall infrastructure devices at the
            Tulsa Data Center comprised of redundant enterprise class [TEXT
            OMITTED - CONFIDENTIAL TREATMENT REQUESTED] and stateful inspection
            firewalls to form a multi-layered switched and routed network
            infrastructure providing [TEXT OMITTED - CONFIDENTIAL TREATMENT
            REQUESTED] access speeds with stateful packet inspection technology
            and intrusion detection.  This architecture comprises full backup
            power systems and redundant network connectivity.

      e.    LOAD BALANCING SERVICE.  Sabre will arrange for a Third Party vendor
            to provide load balancing services within the Tulsa Data Center
            firewall architecture in order to split data transmission into two
            or more routes among the web and application servers located within
            Customer's server architecture.

5.    BACKUP SERVICES.

      a.    TAPE BACKUP.  Sabre will offer daily incremental backups on tape,
            and weekly full system backups on tape.  Customer will notify Sabre
            of each database instance or server for which Customer desires Sabre
            to produce tape backups, and Sabre will perform such service
            accordingly.

      b.    BACKUP PROCESS STOPS AND RESTARTS.  Sabre will monitor the backup
            process and stop and restart the backup process in the event of any
            problem.

      c.    VERIFICATION AND LOG REPORTING.  Sabre will verify that each backup
            is completed and that the data has been copied in the appropriate
            format for reinstallation, and create management log reports
            cataloging the location of data on the tapes.

      d.    NOTIFICATION.  Sabre will notify Customer via e-mail of any problem
            conditions during the backup process.

      e.    STORAGE.  Sabre will provide off-site storage of backup tape.

      f.    CUSTOMER'S OBLIGATION.  Customer shall be responsible for all
            purchases of tape.

6.    STANDARD CAPACITY PLANNING.  Sabre will monitor and provide Customer with
      monthly written reports identifying CPU and memory utilization, booking
      information, number of hits and page views, and Internet utilization.

7.    INTERNET SERVICE PROVIDER (ISP) ACCESS.  Sabre will arrange for and manage
      Third Party provided links between the Tulsa Data Center and the Internet.
      The links between Sabre and the ISP's are comprised of fully redundant
      routers with [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] speed
      connections that currently are connected to two providers.  The ISP's
      utilize a full transit, route optimized TCP/IP connectivity linked
      directly to major Internet communication backbone lines. These ISP's
      provide 24x7 circuit monitoring, outage reporting and troubleshooting from
      their network operating centers, or their equivalent.

8.    DOCUMENTATION.  Customer will provide all existing documentation to
      include Customer application internals, flows or connectivities on or
      before the Effective Date.  Sabre will assist Customer in developing
      documentation that is either non-existent or inadequate.  Sabre expects,
      without limitation, the following:

      a.    Application description, diagrams, connectivity;

      b.    Monitor console message descriptions and actions required;

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      c.    Hardware specifications;

      d.    Customer contacts;

      e.    Support contacts, if in addition to those contracts with Third Party
            providers managed by Sabre pursuant to this Agreement;

      f.    Special backup requirements;

      g.    Application procedures; and

      h.    Operations procedures.

      Sabre will maintain these documents during the term of this Agreement.

9.    OPTIONAL WEB HOSTING SERVICES.

      a.    OPTIONAL CAPACITY PLANNING SERVICES.  Sabre can provide the
            following capacity planning services:

            -     Utilize Sabre-proprietary methods and models to forecast
                  infrastructure needs and measure end-to-end response time
                  performance.

            -     Provide rolling hardware purchasing forecasts in the monthly
                  written reports submitted to Customer.

            -     Provide infrastructure growth and performance enhancement
                  recommendations.

            -     Meet with Customer monthly and consult with Customer to
                  develop custom recommendations, modeling and trending
                  analysis.

      b.    SYSTEM MANAGER CUSTOMER INTERFACE.  Sabre can provide a dedicated,
            on-site resource to serve as a single point of contact for Customer
            who will perform event management for existing systems, identify and
            enlist necessary resource group participation, and track and drive
            problem resolution, including action items and their ownership.

      c.    ASSET MANAGEMENT.  Sabre can provide web hosting asset management
            services, including warranty contract negotiation, software
            licensing and contract renewal negotiation, hardware and software
            purchase negotiation, and hardware tagging and tracking.

      d.    TECHNICAL CONSULTING.  Sabre can provide technical consulting
            services including, but not limited to, UNIX and database
            engineering, database management, network connectivity, hardware and
            application restoration and fixes, and disaster recovery planning
            and validation.

      e.    DATABASE PROBLEM RESOLUTION.  Sabre can provide problem resolution
            services for any failure of the databases monitored by Sabre to
            perform in accordance with their specifications or the Service
            Levels set forth in SCHEDULE 5.

      f.    CHANGE MANAGEMENT SERVICES.  Sabre can provide the following change
            management services:

            -     Issue, track and manage change records.

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            -     Identify and coordinate the approval and notification process
                  for all implementations.

            -     Execute implementation policy for normal and exception change
                  records.

            -     Send out notification on change records that were created
                  after the implementation takes place ("after the fact"
                  records).

            -     Investigate "after the fact" change requests for status.

            -     Schedule and coordinate all implementations, with
                  communication through daily Internet implementation meetings.

10.   REPORTS.  Sabre will provide to Customer the following written reports at
      the times indicated below:

      a.    Daily INET availability;

      b.    Daily keynote performance;

      c.    Monthly capacity of the hardware monitored under paragraph 2(a) of
            this SCHEDULE 2.3;

      d.    Monthly performance of Customer's applications monitored under
            paragraph 2(d) of this SCHEDULE 2.3; and

      e.    Monthly Internet utilization, capacity and performance.

11.   CUSTOMER'S OBLIGATION TO REFRESH HARDWARE AND OPERATING SYSTEM.  Customer
      will upgrade and/or refresh the hardware and related operating systems
      identified in paragraph 2(a) of this SCHEDULE 2.3 which Sabre monitors as
      part of the Web Hosting Services no less than every two (2) years in order
      to maintain a level of technology comparable to the level of technology
      generally adopted from time to time by Web hosting service providers.  In
      the event Customer does not upgrade or refresh such hardware and related
      operating systems pursuant to this paragraph 10, the affected SLAs will be
      appropriately adjusted by Sabre.

12.   INITIAL CONFIGURATION.  For purposes of delivering the Web Hosting
      Services, the initial configuration is set forth in EXHIBIT A to this
      SCHEDULE 2.3.  Any modifications to such initial configuration shall be
      considered a Change governed by the Contract Administration Process.






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                                                                    CONFIDENTIAL

                            EXHIBIT A TO SCHEDULE 2.3:

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


























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                        SCHEDULE 2.4:  DEVELOPMENT SERVICES


Applications development services with respect to CRS Software; provided that
Sabre has the legal and contractual right to perform such development
services; and provided further that Sabre may refuse to perform a development
service if, in Sabre's reasonable business judgment, performing such
development service would jeopardize the security, integrity or viability of
the CRS Software or the Sabre CRS.




























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                       SCHEDULE 3:  EXCLUSIVE VARIABLE SERVICES


1.    NETWORK SERVICES.  The following Network Services are Exclusive Variable
      Services:

      [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]





























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                           SCHEDULE 4:  MEASURED SERVICES


1.    MID RANGE SERVER AVAILABILITY.  Mid range server availability measures the
      uptime and downtime of mid range servers managed by Sabre at the Data
      Center in order to gauge the performance, reliability and accessibility of
      such servers and related infrastructure.

      a.    MAXIMUM AVAILABILITY.  "Maximum Availability" is the maximum amount
            of time each month during which the system shall be operable.
            Maximum Availability is computed by multiplying the number of days
            in a given month by the number of minutes in each such day (1440),
            and subtracting from that the total minutes of the Scheduled
            Outages.

            (i)   SCHEDULED OUTAGES.  "Scheduled Outages" are those periods of
                  time during which Sabre takes the server(s) off-line in order
                  to perform the following pre-approved functions during the
                  times and days indicated below and are not considered Downtime
                  (defined below):
                  [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].

                  In addition, if Customer requests Sabre to take any of the
                  servers off-line, then the period of time during which the
                  server(s) remain off-line shall be considered a Scheduled
                  Outage.

            (ii)  IMPACT EVENTS.  "Impact Events" are situations where one or
                  more functions of the system are inoperable for a period of
                  time but are not considered Unscheduled Outages, and will not
                  be included in the availability calculation, unless otherwise
                  noted.  Impact Events may be reported separately from SLA
                  performance.  Impact Events may include any of the following
                  occurrences:

                  (A)   Failures of an Internet Service Provider (ISP)
                        connectivity or network services that are provided by
                        Third Parties; as long as it does not result in an
                        Unscheduled Outage;

                  (B)   Farewatcher failure;

                  (C)   Email failure;

                  (D)   BTS Seatmaps failure;

                  (E)   Weather failure;

                  (F)   Unscheduled Outages caused by any failure or changes in
                        Customer's proprietary applications hosted on the
                        servers;

                  (G)   Failure in LAN components managed by Sabre including,
                        without limitation, routers and switches; as long as it
                        does not result in an Unscheduled Outage;

                  (H)   Sabre DNS failure in which the duration is less than
                        [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].  Once
                        the duration of the DNS failure exceeds [TEXT OMITTED -
                        CONFIDENTIAL TREATMENT REQUESTED], then it is considered
                        an Unscheduled Outage;

                  (I)   Unscheduled Outages caused by any failure of the Open
                        Front End Processor or Sabre's PSS or FPC mainframe
                        system;

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                  (J)   Any system failure that does not result in an
                        Unscheduled Outage but negatively impacts Customer's
                        users' ability to access Customer's product; or

                  (K)   When the peak response time for Customer's applications
                        is [TEXT OMITTED - CONFIDENTIAL TREATMENT
                        REQUESTED]times the "normal." (average of peak response
                        times, measured Monday through Friday). Sabre will
                        periodically benchmark the "normal" response time as
                        described below in paragraph 1(c) of this SCHEDULE 4.

      b.    UNSCHEDULED OUTAGE.  "Unscheduled Outage" measures those periods of
            time during which the system is completely inoperable.  An
            Unscheduled Outage is measured from the point in time in which the
            problem begins due to the occurrence of one of the events listed
            below to the point in time in which such problem is resolved
            (problem ticket is closed).  However, Unscheduled Outages that are
            attributed to Customer negligence or Customer software failure are
            considered an Impact Event.  For Unscheduled Outages that are
            attributed to Customer negligence or Customer software failure,
            Sabre will only be responsible from the time that the Unscheduled
            Outage began until the time in which the Unscheduled Outage is
            reported according to agreed upon problem escalation procedures.

            Customer may request a correction of the Unscheduled Outage period
            by submitting evidence to the Account Managers that the problem
            began or got resolved at a time different than what was reported in
            the problem ticket.  Upon review of the evidence, if the Account
            Managers agree that the problem ticket did not accurately reflect
            the Unscheduled Outage period and the difference is greater than
            [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED], the problem
            ticket will be corrected.

            Unscheduled Outages include any of the following occurrences:

            (i)   Inoperability of all application servers;

            (ii)  Inoperability of all homepage servers;

            (iii) Inoperability of all content servers;

            (iv)  Inoperability of the profile or content database;

            (v)   When the number of concurrent users in a [TEXT OMITTED -
                  CONFIDENTIAL TREATMENT REQUESTED] period decreases by [TEXT
                  OMITTED - CONFIDENTIAL TREATMENT REQUESTED] or more from the
                  previous [TEXT OMITTED - CONFIDENTIAL TREATMENT
                  REQUESTED]period and the cause of the decrease is determined
                  to be the result of Sabre support activity; or

            (vi)  When the number of passenger bookings in a [TEXT OMITTED -
                  CONFIDENTIAL TREATMENT REQUESTED] period decreases by [TEXT
                  OMITTED - CONFIDENTIAL TREATMENT REQUESTED] or more from the
                  previous [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
                  period and the cause of the decrease is determined to be the
                  result of Sabre support activity.

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


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                       SCHEDULE 5:  SERVICE LEVEL AGREEMENTS


1.    MID RANGE SERVER AVAILABILITY.  The mid-range server availability SLA
      Standard shall equal [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED],
      calculated on a monthly basis as follows:


      [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]















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                          SCHEDULE 6:  PERFORMANCE REPORTS


1.    OVERVIEW.

The monthly performance reports for the SLAs will be released and viewable
online at a URL address that will be disseminated to Customer no later than June
30, 2000 (the "SLA PERFORMANCE DATABASE WEBSITE").  The SLA Performance Database
Website will enable recording, tracking, reporting, and storing of the Measured
Services.  These performance data and metrics will be secured to serve only
designated and approved employees of Sabre and Customer.

As the monitoring/reporting cycle begins anew each consecutive calendar month,
the following steps are performed:
      [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

2.    ACCESS.

Users of the SLA Performance Database Website access the reports via a PC
running a minimum operating system of DOS 3.1 or WIN95 and a minimum browser of
Netscape browser (version 3.0 or 4.0, with 4.0 preferred), or Internet Explorer
3.0 and Sabre's Intranet/Internet.

The SLA Performance Database Website has restricted read and write access:

-     Update access is granted only to support personnel such as Sabre Reporters
      who actually gather measurement data required for each SLA;
-     one of the Sabre SLA Performance Report Coordinators, who also serves as a
      database administrator; and
-     Read access is furnished on a "need-to-know" basis, including Sabre
      support personnel, Sabre Account Management teams, and the specific
      individuals identified by Customer's management.

3.    REPORT TYPES.

The reports are generated and viewable online and will appear as follows:

      (a)   TABLE OF CONTENTS.

            Lists all the summary reports as well as reports on individual SLA
            environments.

      (b)   EXECUTIVE SUMMARY REPORT.

            Recaps performance each month, alphabetically listing data by
            category and SLA, and displaying availability/prime hours, number of
            green days, and red days.

      (c)   MONTHLY PERFORMANCE.

            Summarizes performance for 13 months, alphabetically listing data by
            SLA, risk level, and metric description.  Color and symbols are
            combined as green (up) arrows, yellow (horizontal) arrows, and red
            (down) arrows to indicate acceptable, marginally acceptable, and
            unacceptable performance, respectively.  Diamonds indicate that
            tolerances for performance have not yet been set.  Clicking on the
            symbol links to the full document.

      (d)   DAILY PERFORMANCE.

            Summarizes daily performance each month alphabetically by SLA.
            Color and symbols are combined as green (up) arrows, yellow
            (horizontal) arrows, and red (down) arrows to

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                                                                    CONFIDENTIAL

            indicate acceptable, marginally acceptable, and unacceptable
            performance, respectively.  Diamonds indicate that tolerances for
            performance have not yet been set.  Clicking on the symbol links
            to the full document.

      (e)   PROBLEM/ STATUS INFORMATION.

            Lists monthly Outages, providing date, time of day, duration, and
            textual descriptions of the problem and its explanation.

      (f)   PROBLEM EXPLANATION.

            Sabre will provide explanations of any incident where availability
            fails to meet standard.












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                    SCHEDULE 7:  CONTRACT ADMINISTRATION PROCESS


1.    OVERVIEW.


This Contract Administration Process outlines procedures by which the Parties
(i) propose or request Changes, (ii) implement and manage Changes agreed in
writing by the Parties, and (iii) resolve problems and Issues.

2.    CERTAIN DEFINITIONS.

This Section 2 sets forth certain definitions used in this Contract
Administration Process.  Other capitalized terms used but not defined herein
have the meanings ascribed to them in the Agreement.

IMPACT ANALYSIS
The Impact Analysis is the document analyzing the (a) cost, scope, timeline, and
technological and business risks, (b) impacts on other Customer or Sabre
departments, products, projects or customers, and/or (c) other impacts, in each
case resulting from implementation, or lack thereof, of a Change.

ISSUE
An Issue constitutes a question, concern or request which, in the opinion of
either Customer or Sabre, has not been, or may not be, efficiently or
effectively resolved and which may have an impact on the cost, scope, timeline,
objectives, deliverables or performance of the Base Services or Variable
Services, other than any question, concern or request that either Account
Manager has notified the other Account Manager and the Project Office that he
believes constitutes a Dispute.

ISSUE ANALYSIS
The Issue Analysis is the document analyzing the (a) cost, scope, timeline, and
technological and business risks, (b) impacts on other Customer or Sabre
departments, products, projects or customers, and/or (c) other impacts, in each
case resulting from resolution, or lack thereof, of an Issue.

OWNER
The individual responsible for evaluating the impact of a Change or Issue,
developing the Impact or Issue Analysis and facilitating implementation of the
solution when approved.

ORIGINATOR
The individual from either Customer or Sabre who initiates the Request.

      [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

PROJECT OFFICE
The centralized management office where Changes, Issues and plans are
maintained, logged, tracked and reported, and where other central customer
service functions are located.

REQUEST
A request to resolve an Issue or implement a Change submitted by either Customer
or Sabre.



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STEERING COMMITTEE
The Steering Committee is a management body comprised of designated senior
management from each Party.  The Steering Committee functions as the approving
body for all Requests that (a) involve (i) [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED] in capital, or (ii) require [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED] of labor, and/or (iii) require an amendment of this
Agreement, other than a Change in the Services to be provided by Sabre or within
the Account Managers' authority, or (b) are within the authority of, but not
approved by, the Account Mangers.  The Steering Committee may delegate authority
to the Account Managers to manage recurring Requests such as capacity upgrades.
In addition, the Steering Committee functions as the forum in which the Parties
negotiate resolution of Disputes that (a) involve (i) ) [TEXT OMITTED -
CONFIDENTIAL TREATMENT REQUESTED] in capital obligations under this Agreement,
or (ii) involve ) [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] of labor, or
(iii) would materially affect the rights (including Intellectual Property
Rights) of either Party, or (b) are within the authority of, but not resolved
by, the Account Managers.

STATUS CODES
Status codes are used by the Project Office to track and report Changes and/or
Issues.

<TABLE>
<S>           <C>                          <C>
------------------------------------------------------------------------------------------------------
  Code        Short Description            Description
------------------------------------------------------------------------------------------------------
  OPN         Open Request                 New Request logged by Project Office. Owner not
                                           assigned.
------------------------------------------------------------------------------------------------------
  EST         Prepare Analysis Estimate    Request assigned to the Owner for the sole purpose of
                                           preparing an estimate to perform Impact or Issue
                                           Analysis.
------------------------------------------------------------------------------------------------------
  ANL         In Analysis                  Request currently being analyzed.
------------------------------------------------------------------------------------------------------
  REV1        Account Management Review    Request is waiting for Account Management action.
------------------------------------------------------------------------------------------------------
  REV2        Steering Committee Review    Request is waiting for Steering Committee action.
------------------------------------------------------------------------------------------------------
  MOD         Modifications Requested      Open Request initial analysis completed and presented.
                                           Modifications requested by Account Management or
                                           Steering Committee.
------------------------------------------------------------------------------------------------------
  APR         Approved                     Request approved or approved with modifications by
                                           Account Management and/or Steering Committee.
------------------------------------------------------------------------------------------------------
  DEF         Defer                        Request will be considered.
------------------------------------------------------------------------------------------------------
  REJ         Rejected                     Request not approved, will not be revisited.
------------------------------------------------------------------------------------------------------
  CLS         Closed                       Request Approved and incorporated into applicable
------------------------------------------------------------------------------------------------------
</TABLE>

WORK ORDER
An agreement or other document signed by both Parties pursuant to this Contract
Administration Process that sets forth the terms and conditions pursuant to
which the Parties agree that a Change is to be implemented or an Issue or
Dispute resolved.

3.    CONTRACT ADMINISTRATION PROCESS FOR REQUESTS TO IMPLEMENT CHANGES AND
RESOLVE ISSUES.

      (a)   SUBMIT REQUEST.

            The Originator will complete the Request and submit it to either
            Account Manager or to the Project Office.  If a Request is submitted
            to an Account Manager, he will forward the Request to the Project
            Office, with a copy to the other Account Manager.

            If at any time during the process set forth in this Section 3(a),
            either Account Manager determines that funding for a Request will
            not be approved, the Request will be immediately rejected.


                                       71
<PAGE>

            If at any time during the process set forth in this Section 3(a),
            either Account Manager determines that a question, concern or
            request characterized as an Issue constitutes, or has evolved into,
            a Dispute that should be resolved under the process set forth in
            SCHEDULE 13, he shall so notify the other Account Manager and the
            Project Office.  From and after such notification, such question,
            concern or request shall be processed as a Dispute under the Dispute
            Resolution Process set forth in SCHEDULE 13 to the Agreement.

      (b)   LOG REQUEST.

            The Project Office will assign a number to the Request, create a
            brief description for reporting purposes, and log the Request into
            the tracking system.

      (c)   ASSIGN RESPONSIBILITY FOR IMPACT OR ISSUE ANALYSIS.

            The Project Office will assign an Owner and forward the Request to
            the Owner for preparation of an Impact or Issue Analysis.  The
            Account Managers must approve the initiation of the research and
            preparation for an Impact or Issue Analysis.

            Labor and other costs incurred by Sabre in connection with
            researching and preparing Impact and Issue Analyses (including
            revisions or additions) will be charged to Customer as Exclusive
            Variable Services.

      (d)   PREPARE IMPACT OR ISSUE ANALYSIS.

            When researching and preparing an Impact or Issue Analysis, the
            Owner shall solicit input from all impacted project team members. An
            Impact or Issue Analysis shall include at least one recommended
            solution from the Owner.  Upon completion, the Owner shall forward
            the Impact or Issue Analysis to the Project Office.

      (e)   REVIEW AND DECIDE.

            The Project Office will hold regular meetings to perform a
            preliminary review and summary of all Requests and Impact or Issue
            Analyses.  The Account Managers and other appropriate personnel will
            attend the regular meetings.  The Account Managers will have the
            authority to approve all Requests that (a) involve less than ) [TEXT
            OMITTED - CONFIDENTIAL TREATMENT REQUESTED] in capital, (b) require
            less [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] of labor, and
            (c) do not require an amendment to this Agreement other than as a
            result of the foregoing (other than an amendment of the description
            of Services to be provided by Sabre under this Agreement.)  In
            addition, the Account Managers will have the authority to negotiate
            resolution of Disputes that (a) involve less than [TEXT OMITTED -
            CONFIDENTIAL TREATMENT REQUESTED] in capital obligations under this
            Agreement, (b) involve less than [TEXT OMITTED - CONFIDENTIAL
            TREATMENT REQUESTED] of labor and (c) would not materially affect
            the rights (including Intellectual Property Rights) of either Party.
            The Account Managers may, at their election, require revisions to,
            or additional research or information not included in, an Impact or
            Issue Analysis in connection with their analysis of a Request and
            related Impact or Issue Analysis.

            (i)   If the Request is within the authority of the Account
                  Managers, the Account Managers will approve or reject the
                  Request.

                  If the Account Managers approve the Request, the approval and
                  reasons therefor shall be documented, a copy retained by the
                  Account Mangers and the Project Office, a copy forwarded to
                  the Owner and Originator, and the Request shall be

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<PAGE>

                                                                    CONFIDENTIAL

                  implemented commencing upon completion and execution by both
                  Parties of the applicable Work Order(s).

                  If the Account Managers reject the Request, the rejection and
                  reasons therefor shall be documented, a copy retained by the
                  Account Managers and Project Office, a copy forwarded to the
                  Owner and Originator, and the Request will not be implemented.

                  If the Account Mangers cannot agree whether to approve or
                  reject the Request, the disagreement and reasons therefor
                  shall be documented, a copy retained by the Account Managers
                  and Project Office, a copy forwarded to the Owner and
                  Originator, and the Request and related documentation shall be
                  forwarded to the Steering Committee for their review and
                  decision.

            (ii)  If the Request is not within the authority of the Account
                  Managers, the Account Managers will (1) summarize the Request
                  and Impact or Issue Analysis, (2) determine and document their
                  recommended solution in respect of the Request (or, if they
                  cannot agree on a recommended solution, the Account Mangers
                  will document such disagreement and reasons therefor), (3)
                  prepare a written summary outlining any aspects of the
                  Agreement, including Fees, requiring revision as a result of
                  their recommended solution, and (4) forward the Request and
                  related documentation to the Steering Committee for their
                  review and decision.

            (iii) Upon receipt of a Request and requisite related documentation
                  from the Account Managers, the Steering Committee will approve
                  or reject the Request.

                  If the Steering Committee approves the Request, the approval
                  and reasons therefor shall be documented, a copy retained by
                  the Account Managers, a copy forwarded to the Project Office,
                  the Owner and Originator, and the Request shall be implemented
                  commencing upon completion and execution by both Parties of
                  the applicable Work Order(s).

                  If the Steering Committee rejects the Request, the rejection
                  and reasons therefor shall be documented, a copy retained by
                  the Account Managers, a copy forwarded to the Project Office,
                  Owner and Originator, and the Request will not be implemented.

                  If the Steering Committee cannot agree whether to approve or
                  reject the Request, the disagreement and reasons therefor
                  shall be documented, a copy retained by the Account Managers,
                  and a copy forwarded to the Project Office, the Owner and
                  Originator.  In addition, the disagreement shall, at the
                  written request of either Party, be submitted to mediation in
                  accordance with the Dispute Resolution procedures set forth in
                  SCHEDULE 13 to the Agreement.

      (f)   IMPLEMENT APPROVED REQUESTS.

            Upon approval of a Request, the Account Managers, working in
            conjunction with the Project Office and the affected areas, shall
            coordinate and supervise the preparation of appropriate Work
            Order(s) to implement the approved Change or the resolution of the
            resolved Issue.

            Work Orders include documentation of: (a) amendments, modifications,
            additions or deletions to the Agreement, any Work Order, any Base
            Services, Variable Service, or any Fees that are the subject of the
            approved Request; (b) resolution of problems and Issues that

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<PAGE>

                                                                    CONFIDENTIAL


            are the subject of the approved Request; and/or (c) any
            modifications to projects, timelines, plans, budgets, other
            affected documents, departments or positions that are the subject
            of the approved Request.

      [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

      Upon completion of the applicable Work Order(s) and their execution by
      both Parties, the approved Change or resolution of the resolved Issue will
      be implemented in accordance with the terms and conditions of the Work
      Order(s) and the Agreement.

      (g)   CLOSE REQUESTS.

      Upon completion of the applicable Work Order(s) and their execution by
      both Parties for approved Requests, or upon rejection by the Account
      Managers or Steering Committee, as applicable, of a Request, the Project
      Office shall close the Request.
















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                                                                    CONFIDENTIAL

                                  SCHEDULE 8:  FEES


Customer shall pay to Sabre Fees for the Services, computed as described in this
SCHEDULE 8.  Sabre shall invoice Customer for such fees, computed for each month
ending after the Effective Date.  Customer shall pay invoiced amounts within
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after receipt of the invoice.

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

      For purposes of this paragraph 1, the following definitions will apply:

      a.    "Device" means a piece of equipment or mechanism that is linked by a
            network system to facilitate data communications between two end
            points.  The Device count will be based on Customer Devices that
            reside or are located within the dedicated Customer network
            structure, and will not include any shared Devices which Customer
            utilizes in association with or in conjunction with other customers
            of Sabre.

      b.    "Mission Critical" means those Servers whose outage or performance
            degradation would cause substantial impact to Customer's business.

      c.    "Non-Mission Critical" means those Servers whose outage or
            performance degradation would not cause substantial impact to
            Customer's business.

      d.    "Port" means a network access point for data entry or exit through
            the firewall.

      e.    "Server" means a logical server, evidenced by each instance of a
            unique operating system that resides on either shared or distinct
            computing machinery.

      2.    CHARGES FOR DATA AND VOICE SERVICES.

      a.    MANAGED NETWORK CHARGES.  For each of the following types of Data
            and Voice Services, Customer shall pay the charges assessed to Sabre
            by the applicable Third Party communications provider, together with
            the monthly management fee described below:
      [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


      b.    DIRECT SERVICES.  For each of the following Data and Voice Services
            provided by Sabre, Customer shall pay the monthly charge described
            below:

            [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
      The charges for the following categories (which are not intended to be
            exclusive) of Exclusive Variable Services shall be as follows:

                  [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]




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<PAGE>

                                                                    CONFIDENTIAL

                       Schedule 9:  Development Services Budget


                 [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]




















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<PAGE>

                                                                    CONFIDENTIAL

                            SCHEDULE 10:  SABRE SOFTWARE



SABRE-DEVELOPED SOFTWARE AND CONSTITUTING:

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]





















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<PAGE>

                                                                    CONFIDENTIAL

                          SCHEDULE 11:  REQUIRED CONSENTS


[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

























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<PAGE>

                                                                    CONFIDENTIAL

                           SCHEDULE 12:  CUSTOMER ASSETS



TRAVELOCITY SYSTEMS INVENTORY
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]























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<PAGE>

                                                                    CONFIDENTIAL

TRAVELOCITY SOFTWARE
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]






























                                       80
<PAGE>

                    SCHEDULE 13:  DISPUTE RESOLUTION PROCEDURES

                                                                    CONFIDENTIAL

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.

CONTRACT ADMINISTRATION PROCESS
The Contract Administration Process is the process set forth on SCHEDULE 7 to
the Agreement.

QUALIFICATIONS
Having extensive knowledge or experience, or both, regarding information
technology services similar to the Base Services or the Variable 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 Account Managers or
                  the Steering Committee as indicated in Section 3 of this
                  Schedule.

            (ii)  If a Dispute is not resolved by the Account Managers or the
                  Steering Committee, then either Party may submit the Dispute
                  to mediation as outlined in Section 4 of this Schedule.

            (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 Schedule.

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

3.    DISPUTE RESOLUTION.

      (a)   ACCOUNT MANAGEMENT ACTION.

            If the Dispute (a) involves less than [TEXT OMITTED - CONFIDENTIAL
            TREATMENT REQUESTED] in capital, (b) involves less than [TEXT
            OMITTED - CONFIDENTIAL TREATMENT REQUESTED], and (c) does not
            require an amendment to the Base Services, the Variable Services,
            Fees or any other material term of the Agreement, the Account
            Mangers will discuss the Dispute in good faith in an attempt to
            resolve the Dispute to the mutual satisfaction of both Parties.  If
            the Account Managers 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 be referred
            to the Steering Committee.



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                                                                    CONFIDENTIAL

      (b)   STEERING COMMITTEE ACTION.

            If the Dispute (a) involves (i) [TEXT OMITTED - CONFIDENTIAL
            TREATMENT REQUESTED] or more in capital, (ii) requires [TEXT OMITTED
            - CONFIDENTIAL TREATMENT REQUESTED] of labor or more, and/or (ii)
            requires an amendment to the Base Services, the Variable Services,
            Fees or any other material term of the Agreement, or (b) is within
            the authority of, but not resolved by, the Account Managers, then
            the Steering Committee will discuss the Dispute in good faith in an
            attempt to resolve the Dispute to the mutual satisfaction of both
            Parties.  If the Steering Committee is 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 Schedule.

4.    MEDIATION.

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

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

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

      (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

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<PAGE>

                                                                    CONFIDENTIAL

            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 [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
            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.

      (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.



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                                                                    CONFIDENTIAL

      (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 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, in response to an
            actual or impending breach of Sections 4.1, 7.1 and 9.2 of the
            Agreement or otherwise 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.


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                                                                    CONFIDENTIAL

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 SCHEDULE
PREVENTS THE PARTIES FROM EXERCISING THEIR RIGHTS TO TERMINATE THE AGREEMENT
IN ACCORDANCE WITH SECTION 11.2 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 Section
11.2, Sabre will continue to provide the Base Services and Variable Services
during any dispute resolution proceedings (whether informal or formal)
commenced pursuant to this Schedule and Customer will continue to perform its
obligations (including the making of payments to Sabre) in accordance with
the Agreement. Up to the maximum amount in dispute, any disputed payment will
be paid pending resolution of the Dispute into an escrow account that is
structured by agreement of the Parties or, if agreement cannot be reached, as
directed by the mediator or arbitrator, as the case may be, engaged in
accordance with this Schedule. Any such escrow account will provide for the
payment of interest on the amounts deposited therein, and the Parties (if the
Dispute is resolved informally) or the mediator or arbitrator, as the case
may be (if the Dispute is resolved formally), will make the determination
regarding distribution of such deposited amounts plus interest.  If Customer
fails to escrow disputed payments as required by the Agreement, Sabre may
apply to any court of competent jurisdiction to seek injunctive relief for
such failure and will have the right to terminate the Agreement in accordance
with Section 11.2(a) 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.


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<PAGE>

                                                                    CONFIDENTIAL

                               SCHEDULE 14:  NOTICES


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 Customer:

      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




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                                                                    CONFIDENTIAL

                        SCHEDULE 15:  TERMINATION ASSISTANCE


Sabre will provide the following Termination Assistance Services:

1.    Sabre will continue to perform, during the specified Termination
      Assistance Period, any or all of the Services then being performed by
      Sabre.

2.    Sabre will develop, with the assistance of Customer, a plan for the
      transition of Services from Sabre to Customer or Customer's designee.

3.    Sabre will provide training to Customer personnel in the performance of
      the Services then being performed by Sabre.

4.    Sabre will make available to Customer, pursuant to mutually agreeable
      terms and conditions, any Third Party IT Services obtained by Sabre that
      are then dedicated solely to the performance of Services hereunder, which
      terms and conditions permit Customer to assume Sabre's rights and
      obligations with respect to any such Third Party IT Services.

5.    Sabre will provide to Customer copies of documentation and procedures then
      in existence that are necessary to provide the Services.  Documentation
      and procedures located on magnetic media will be delivered on magnetic
      media; those contained on other media (such as paper) will be duplicated
      and delivered at Customer's expense.






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                                                                    CONFIDENTIAL

                    SCHEDULE 16:  TELECOMMUNICATIONS PROVISIONS

1.    AGENCY.  Customer will if requested by Sabre provide a letter of agency in
      form and substance reasonably satisfactory to Sabre and the vendors
      designating Sabre to act as agent for Customer with respect to all matters
      related to obtaining the telecommunications services from the vendors.
      Customer shall do, or cause to be done, all such further acts and to
      execute, acknowledge, and deliver, or cause to be executed, acknowledged,
      and delivered, all such further documentation (including billing transfer
      letters) as Sabre may reasonably request in connection with Customer's use
      of the Data and Voice Services and the network portion of the Web Hosting
      Services.  Customer acknowledges that Sabre's performance of its
      obligations under this Agreement, and the timing of such performance,
      depend upon Sabre's ability to acquire the telecommunications services
      from the vendors on terms that will allow the telecommunications services
      to be managed for Customer in the manner contemplated hereby.

2.    USE OF THE DATA AND VOICE SERVICES AND THE WEB HOSTING SERVICES.  Customer
      will be responsible for all use (whether authorized and unauthorized) of
      the Data and Voice Services and the Web Hosting Services, and for
      complying with all obligations that are applicable to Customer as set
      forth in this Agreement or in any tariff, regulation, or agreement with
      the vendors.  In particular, Customer will be responsible for the
      protection of all transmission facilities from unauthorized access, for
      the selection of the appropriate access control products or services, and
      for the proper use of such products or services.

      Customer will not: (i) use the Data and Voice Services or the Web Hosting
      Services (including related networks and circuits) made available by Sabre
      under this Agreement for purposes other than for which they are designed,
      which are lawful, and which are intended by this Agreement; (ii) perform
      or attempt any alteration of or tampering with the networks or circuits
      provided as part of the Data and Voice Services or the Web Hosting
      Services; (iii) use the Data and Voice Services or the Web Hosting
      Services in a manner which interferes with the use by any Authorized Sabre
      User (defined below); or (iv) use the Data and Voice Services or the Web
      Hosting Services for any purpose or in any manner directly or indirectly
      in violation of the law or in aid of any unlawful act or undertaking.  As
      used in this Agreement, "AUTHORIZED SABRE USER" means any person or entity
      authorized by Sabre to use any Data and Voice Services or any Web Hosting
      Services managed by Sabre, including the Data and Voice Services and the
      Web Hosting Services.  Sabre will have no liability whatsoever to Customer
      arising out of or relating to the illegal or fraudulent use of the Data
      and Voice Services or the Web Hosting Services by any Third Party.

3.    TELECOMMUNICATIONS EQUIPMENT. Other than the Wide Area Network Routers,
      Customer will provide all telecommunications equipment and related
      services that are required at all Customer locations to which the Data and
      Voice Services and the network portion of the Web Hosting Services will be
      provided (the "TELECOMMUNICATIONS EQUIPMENT").  Customer will be
      responsible for the operation and maintenance of the Telecommunications
      Equipment, including any transfers, modifications, or adjustments of the
      Telecommunications Equipment or any configurations thereof.  In addition,
      Customer will be responsible for any termination or other liabilities
      under any supplier contracts the services under which will be replaced by
      the Data and Voice Services or the network portion of the Web Hosting
      Services, as well as for any deinstallation activities that are required
      before performance of the Data and Voice Services or the network portion
      of the Web Hosting Services can begin.

4.    REGULATORY REQUIREMENTS.

      (a)   The parties expressly acknowledge that this SCHEDULE 16 has been
            negotiated, and the Data and Voice Services and Web Hosting Services
            have been uniquely customized, to satisfy the special requirements
            of Customer.  The Data and Voice Services and Web Hosting Services
            are private services and are not common carrier services.

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      (b)   If a vendor amends or obtains revisions to, or withdraws, any tariff
            covering the Data and Voice Services or the Web Hosting Services and
            that action materially impairs Sabre's ability to provide the Data
            and Voice Services or the Web Hosting Services, Sabre may, in its
            sole discretion, (i) negotiate modifications to this Agreement with
            Customer, or (ii) without any liability whatsoever, terminate the
            affected Data and Voice Services or the affected Web Hosting
            Services, in whole or in part, by giving Customer at least 30 days'
            prior notice of the nature and effective date of such termination
            and provide to Customer a pro-rata refund of any prepaid charges,
            subject to any limitations set forth in this Agreement.  In no event
            will Sabre be considered in breach or default as a result of the
            occurrence of any of the preceding circumstances.

      (c)   In no event will Sabre have any liability to Customer as a result of
            (i) any regulatory requirements imposed by any agency of the United
            States or Customer jurisdiction government, state, or local
            governments or applicable foreign government on a vendor or (ii) any
            independent actions that a vendor may undertake which alter the
            terms, conditions, or methodology for providing the Data and Voice
            Services or the Web Hosting Services, or render the provision of the
            Data and Voice Services or the Web Hosting Services unlawful.

      (d)   If, at any time, the prices charged under a tariff by a vendor to
            Sabre for the transmission of data over a network or circuit
            increases or decreases, then Sabre may, if an increase (and will if
            a decrease) by written notice to Customer (which notice will be sent
            by Sabre within 30 days following when Sabre learns that the tariff
            prices have changed), increase or decrease, as the case may be,
            Sabre's fees by a percentage equal to the percentage increase, or
            decrease, by which such new tariff prices are higher or lower, than
            the prices previously charged under tariff by the vendor to Sabre.
            Such recalculated fees will remain in effect unless and until Sabre
            adjusts the same pursuant to this paragraph.









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