<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]."

                          INTELLECTUAL PROPERTY AGREEMENT

      In this Agreement, SABRE INC., a corporation organized and existing
under the laws of the State of Delaware and having a principal place of
business at Fort Worth, Texas (hereinafter "Sabre"), and  TRAVELOCITY.COM LP,
a limited partnership organized and existing under the laws of Delaware and
having a principal place of business at Fort Worth, Texas (hereinafter
"Travelocity"), agree as follows:

1.    DEFINITIONS

      1.1   "Common Internet Architecture" or "CIA" means existing and future
            versions of the functional software module that provides a common
            interface between Internet applications and the Sabre host (i.e.,
            the Sabre Table Builder (STB)).

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

      1.3   "Existing Clone" means the product in existence and owned by
            Travelocity as of the Effective Date of this Agreement that
            Travelocity uses to distribute consumer-direct Internet travel
            services and products.

      1.4   "Existing Contract" means any contract or agreement between a Party
            to this Agreement and a third party that was in existence and
            enforceable on 3 October 1999.

      1.5   "Existing IP" means all IP owned by a Party as of the Effective Date
            of this Agreement.

      1.6   "Future Clone" means any new or updated version of the Existing
            Clone, which new or updated version is created, developed or
            acquired during the Pool Term.

      1.7   "Intellectual Property" or "IP" means and includes (a) inventions
            whether or not patented or patentable and all worldwide patent
            rights to such inventions, (b) technical information and knowhow,
            and (c) software and related documentation

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                                                                CONFIDENTIAL

            and all worldwide copyrights therein.  IP does not include customer
            data, customer profiles, marketing plans, market intelligence data
            and similar non-technical information.

      1.8   "Joint Interest IP" means IP made jointly by the Parties pursuant to
            a joint development, funding or other similar agreement between the
            Parties.

      1.9   "Made IP" means all IP made or acquired by a Party during the Pool
            Term without funding from the other Party.

      1.10  "New Contract" means any new contract or agreement between a Party
            to this Agreement and a third party that is entered into after 3
            October 1999 and any renewal or extension of an Existing Contract
            that becomes effective after 3 October 1999.

      1.11  "Non-Competition Agreement" means the agreement between the Parties
            entitled "Non-Competition Agreement" having an effective date of
            March 7, 2000.

      1.12  "Party" means Sabre or Travelocity individually and "Parties" means
            Sabre and Travelocity collectively.

      1.13  "Pool IP" [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

      1.14  "Pool Term" means the period from 3 October 1999 until the fifteenth
            (15th) anniversary of the Effective Date of this Agreement, unless
            the obligation to contribute to Pool IP is earlier terminated
            pursuant to the terms of this Agreement.

      1.15  "Premium IP" means IP made solely by one Party during the Pool Term
            and paid for by the other Party at premium rates as provided in the
            Technology Services Agreement.

      1.16  "Sabre Direct Competitor" [TEXT OMITTED - CONFIDENTIAL TREATMENT
            REQUESTED]

      1.17  "Sabre Pool IP" [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

      1.18  "Standard IP" means IP made solely by one Party during the Pool Term
            and paid for by the other Party at standard rates as provided in the
            Technology Services Agreement.

      1.19  "Technology Services Agreement" means an agreement between the
            Parties entitled "Information Technology Services Agreement" having
            an effective date

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                                                                CONFIDENTIAL

            of March 7, 2000.

      1.20  "Travelocity Direct Competitor" [TEXT OMITTED - CONFIDENTIAL
            TREATMENT REQUESTED]

      1.21  "Travelocity Pool IP" [TEXT OMITTED - CONFIDENTIAL TREATMENT
            REQUESTED]


2.    OWNERSHIP, MAINTENANCE AND ENFORCEMENT OF IP

      2.1   Each Party will retain all ownership interest in Existing IP as it
            had as of the Effective Date.

      2.2   Each Party will own all right, title and interest in and to all Made
            IP, Standard IP and Premium IP made or acquired by it during the
            Pool Term.

      2.3   Each Party will control and pay for necessary legal protection,
            including patents and copyrights where appropriate, for all IP
            solely owned by it during the term of this Agreement, PROVIDED,
            HOWEVER, that no Party will have any obligation to obtain or
            maintain any legal protection for IP, owned solely by such Party.

      2.4   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.

      2.5   No Party will have any obligation to enforce or defend any IP.  If
            one Party wishes to enforce any Pool IP against a third party, the
            other Party will cooperate in such enforcement at the one Party's
            expense.

3.    POOL IP

      3.1   During the Pool Term, each Party will disclose to the other Party
            all Pool IP within [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
            after a prototype is made or acquired.  All software within Pool IP
            will be disclosed to the other Party in executable and source code
            versions and such disclosure will include all applicable
            documentation.

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                                                                CONFIDENTIAL

      3.2   To the extent a Party considers any of its Pool IP to be proprietary
            and confidential, the Party may disclose it to the other Party in
            confidence.  Such disclosure shall be in writing or other tangible
            form that is marked as confidential and proprietary to the
            disclosing Party.  The other Party will receive and maintain such
            Pool IP in confidence and will treat it as it does its own
            proprietary information.  Obligations of confidentiality shall not
            apply to Pool IP that becomes part of the public domain through no
            fault of the receiving Party, that the receiving Party can show by
            documentary evidence was in its possession prior to disclosure of
            such Pool IP, or that was rightfully communicated to the receiving
            Party by a third party free of any obligation of confidence owed by
            such third party to the other Party.

      3.3   [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

      3.4   Each Party will be free to use and to fully exploit in its own
            business throughout the world all Pool IP owned by it.


4.    POOL IP LICENSE RIGHTS

      4.1   Sabre may grant a license to any third party under any Sabre Pool
            IP, except for Premium IP, to use and fully exploit such Sabre Pool
            IP.

      4.2   Sabre may grant a license under any Premium IP that is a part of
            Sabre Pool IP to any third party who, at the time such license is
            granted, is not a Travelocity Direct Competitor.

      4.3   Travelocity may grant a license to any third party under any
            Travelocity Pool IP, except for Premium IP, to use and fully exploit
            such Travelocity Pool IP.

      4.4   Travelocity may grant a license under Premium IP that is a part of
            Travelocity Pool IP to any third party who, at the time such license
            is granted, is not a Sabre Direct Competitor.

      4.5   [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

      4.6   Travelocity hereby grants to Sabre a perpetual, worldwide, non-
            exclusive, royalty-free license to all Travelocity Pool IP for the
            unrestricted use and exploitation by Sabre in its business.
            Travelocity further grants to Sabre the right to grant sublicenses
            under any Travelocity Pool IP (regardless of which party paid for
            the IP or at what rate it was paid for) to any third party who, at
            the time such sublicense is granted, is not a Travelocity Direct
            Competitor.

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      4.7   Any software included in a Party's Pool IP shall include applicable
            documentation and (a) shall be licensed to the other Party in both
            source code and executable code, and (b) may be licensed or
            sublicensed to third parties in executable code only.

      4.8   [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


5.    THIRD PARTY CONTRACTS

      5.1   Nothing in this Agreement will prevent a Party from complying with
            any Existing Contract.  If required by an Existing Contract with a
            third party, a Party may grant a license under Premium IP paid for
            by the other Party and a sublicense under the other Party's Pool IP
            to the third party even if the third party is or becomes a Direct
            Competitor of the other Party.

      5.2   Any New Contract with a third party will be subject to the
            provisions and restrictions of Article 4 of this Agreement relating
            to Direct Competitors of the other Party.  In the event such a third
            party becomes a Direct Competitor after any such New Contract has
            been executed, (a) the third party will be permitted to use whatever
            IP was originally the subject of the New Contract in accordance with
            the terms of that contract, and (b) each party acknowledges that
            thereafter it can not grant to such third party additional rights or
            extension of rights under any Pool IP that is subject to the Direct
            Competitor provisions and restrictions outlined in Section 4 of this
            Agreement.


6.    ROYALTY AND LICENSE FEE

      6.1   Except as provided in this Article 6 of this Agreement, no Party
            will be obligated to pay to the other Party any fee, royalty or any
            form of monetary consideration for use, exploitation or sublicensing
            of Pool IP.

      6.2   Travelocity hereby grants to Sabre the right and license to use the
            Existing Clone in its business and grants to Sabre the right to
            grant sublicenses to third parties who are not Travelocity Direct
            Competitors.

      6.3   [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

      6.4   Upon request by Sabre, Travelocity will deliver to Sabre any Future
            Clone and will grant to Sabre a license to use any Future Clone in
            its business and to grant

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            sublicenses to third parties who are not Travelocity Direct
            Competitors.

      6.5   If, after the Effective Date of this Agreement, Sabre grants a
            sublicense to a third party to use any Future Clone, Sabre will
            notify Travelocity of the sublicense within thirty (30) days after
            execution thereof and will pay to Travelocity [TEXT OMITTED -
            CONFIDENTIAL TREATMENT REQUESTED]


7.    TERM AND TERMINATION

      7.1   All rights granted to and restrictions imposed on a Party pursuant
            to this Agreement with respect to any Pool IP will continue in
            perpetuity.  Termination of this Agreement for any reason will not
            affect rights granted or obligations assumed prior to the date of
            such termination.

      7.2    If Sabre either: (a) materially breaches the Noncompetition
            Agreement, during the term thereof; or (b), after expiration of the
            non-competition restriction provided in the Noncompetition
            Agreement, Sabre commences a business that would have been subject
            to the non-competition restriction, or acquires Control (as defined
            in the Non-Competition Agreement) of such a business; then, in
            either such event, Travelocity, by [TEXT OMITTED - CONFIDENTIAL
            TREATMENT REQUESTED] advance written notice to Sabre, may terminate
            the portion of this Agreement that obligates both parties to
            contribute to Pool IP.

      7.3   If at any time Travelocity commences (or acquires Control of) a
            business of distribution (a) of travel inventory directly to travel
            agents or corporations, or (b) of travel technology to any travel
            industry suppliers (e.g., airlines, car companies, hotels, cruise
            lines and tour companies), then Sabre, by [TEXT OMITTED -
            CONFIDENTIAL TREATMENT REQUESTED] advance written notice to
            Travelocity, may terminate the portion of this Agreement that
            obligates both parties to contribute to Pool IP.

      7.4   The obligation of each party to contribute to Pool IP will
            automatically terminate in the event Sabre no longer controls
            Travelocity.  Sabre shall be considered to have "control" of
            Travelocity.com so long as Sabre has (a) direct or indirect
            ownership of, or the unrestricted right to acquire such ownership
            of, at least 20% of the limited partnership units or other ownership
            interests in Travelocity, and (b) effective control, by contract or
            otherwise, of the management, governance and activities of
            Travelocity.

      7.5   Either Party may terminate the portion of this Agreement that
            obligates both parties to contribute to Pool IP upon written notice
            to the other Party in the event the other Party becomes insolvent,
            makes a general assignment for the benefit of creditors, suffers or
            permits the appointment of a receiver for its business or

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                                                                CONFIDENTIAL

            assets, becomes subject to any proceeding under any bankruptcy or
            insolvency law whether domestic or foreign, or has wound up or
            liquidated, voluntarily or otherwise.

      7.6   Termination as provided herein will not be a Party's sole remedy,
            and each Party hereby reserves all rights and remedies at law or in
            equity for any breach by the other Party of any term of this
            Agreement.

      7.7   Termination of the obligation to contribute to Pool IP shall not
            affect the rights of either party to Pool IP in existence before the
            date of such termination.  All rights and obligations that accrued
            prior to termination of the obligation to contribute to Pool IP will
            continue in full force and effect.


8.    ASSIGNMENT

      Neither this Agreement, nor any rights granted or obligations imposed
      hereby, may be assigned or encumbered by either party without the prior
      written consent of the other party.


9.    MISCELLANEOUS

      9.1   A waiver of any breach of any provision of this Agreement shall not
            be construed as a continuing waiver of other breaches of the same or
            other provisions of this Agreement.

      9.2   Nothing herein shall be deemed to create an agency, joint venture or
            partnership relation between the parties hereto.

      9.3   This Agreement constitutes the entire agreement and understanding of
            the Parties with regard to the IP that is the subject matter hereof
            and merges and supersedes all prior discussions, negotiations,
            understandings and agreements between the parties concerning the
            subject matter hereof.  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 Information Services Technology
            Agreement.  Neither party shall be bound by any definition,
            condition, warranty, right, duty or covenant other than as expressly
            stated in this Agreement or as subsequently set forth in a written
            document signed by both parties.  Each party expressly waives any
            implied right or obligation regarding the subject matter hereof.

      9.4   This Agreement shall be interpreted and construed, and the legal
            relations created herein shall be determined, in accordance with the
            laws of the State of Texas (excluding conflicts of laws) and of the
            United States.

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                                                                CONFIDENTIAL

      9.5   This Agreement may be amended only by a written document signed by
            authorized representatives of both Parties.

      9.6   Each party hereto agrees to execute, acknowledge and deliver all
            such further instruments, and to do all such further acts, as may be
            necessary or appropriate to carry out the intent and purposes of
            this Agreement.

      9.7   Should any part or provision of this Agreement be held unenforceable
            or in conflict with the law of any jurisdiction, the validity of the
            remaining parts or provisions shall not be affected by such holding.

            In the event a part or provision of this Agreement held
            unenforceable or in conflict with law affects consideration to
            either Party, the Parties agree to negotiate in good faith amendment
            of such part or provision in a manner consistent with the intention
            of the Parties as expressed in this Agreement.

      9.8   Neither Party shall be responsible or liable to the other Party for
            nonperformance or delay in performance of any terms or conditions of
            this Agreement due to acts or occurrences beyond the control of the
            non-performing or delayed Party, including but not limited to, acts
            of God, acts of government, wars, riots, strikes or other labor
            disputes, shortages of labor or materials, fires and floods,
            provided the nonperforming or delayed Party provides to the other
            Party written notice of the existence and the reason for such
            nonperformance or delay.

      9.9   (a)   Any and all notices or other communications required or
            permitted by this Agreement or by law to be served on or given to
            either party hereto by the other party shall be in writing and
            delivered or sent to:

                  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.

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                                                                CONFIDENTIAL

                        Fort Worth, TX 76155
                        Fax: (817) 967-1215
                        Attention: General Counsel

                  To Travelocity:

                        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

            Each party may change its address for purposes of this Agreement by
            written notice to the other party.

            (b)   All notices or other communications shall be deemed duly
            served and given on the date when personally delivered to the party
            to whom it is directed, when transmitted electronically by telex or
            facsimile, or when deposited in the United States mail, first class,
            postage prepaid, and addressed to the party at the address in
            Paragraph 9.9(a).


      9.10  This Agreement shall be executed by each Party in duplicate
            originals, each of which shall be deemed an original, but both
            originals together shall constitute only one and the same
            instrument.

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                                                                CONFIDENTIAL

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


SABRE INC.

/s/ Jeffrey M. Jackson
-----------------------------
Signature

Jeffrey M. Jackson
-----------------------------
Name

Sr. V.P. and CFO
-----------------------------
Title

March 7, 2000
-----------------------------
Date


TRAVELOCITY.COM LP

/s/ Andrew B. Steinberg
-----------------------------
Signature

Andrew B. Steinberg
-----------------------------
Name

Sr. V.P., General Counsel and
Corporate Secretary of
Travelocity Holdings, Inc.
its General Partner
-----------------------------
Title

March 7, 2000
-----------------------------
Date

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