<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]."















                              AMENDED AND RESTATED

                    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]."

                              AMENDED AND RESTATED
                    INFORMATION TECHNOLOGY SERVICES AGREEMENT

         THIS AMENDED AND RESTATED 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; and

         Whereas, this Agreement amends and restates, effective as of March 7,
2000, the Information Technology Services Agreement, dated as of March 7,
2000, between Customer and Sabre.

                       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

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         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.

         (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.

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                                                                   CONFIDENTIAL


         (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.

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

                                       3

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                                                                   CONFIDENTIAL


                 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.

         (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

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

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                                                                   CONFIDENTIAL


         (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.


                           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.















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                         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 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.

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         (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 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


                                      8
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                                                                   CONFIDENTIAL

                 any element of its IT systems (and/or change, consolidate,
                 eliminate or add locations from 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 internal operations or
                 (to the extent that the description of Services
                 specifies the Access

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                                                                    CONFIDENTIAL


                 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 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


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                                                                    CONFIDENTIAL


                 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, (I) 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; (ii) while Sabre is providing Desktop Services to
                 Customer, Customer shall retain all financial responsibility
                 for equipment, devices and software with respect to which
                 Sabre provides the Desktop 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) conforming to Sabre's reasonable standards and
                 requirements for Customer's IT environment and (ii) complying
                 with the Contract Administration Process. Customer will


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                                                                   CONFIDENTIAL


                 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 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


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                                                                   CONFIDENTIAL


                 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.

         (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


                                      13
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                                                                   CONFIDENTIAL


                 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 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,


                                      14
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                                                                   CONFIDENTIAL


                 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
                 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


                                       15
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                                                                    CONFIDENTIAL


         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 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.


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                                                                   CONFIDENTIAL


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 [TEXT
        OMITTED - CONFIDENTIAL TREATMENT REQUESTED] 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]


        (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];
                 (iii) Web Hosting Services: [TEXT OMITTED - CONFIDENTIAL


                                       17

<PAGE>
                                                                   CONFIDENTIAL


                 TREATMENT REQUESTED]; (iv) Desktop 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 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)


                                       18
<PAGE>
                                                                   CONFIDENTIAL


                          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 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.


                                       19
<PAGE>
                                                                   CONFIDENTIAL


        (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 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.


                                       20
<PAGE>
                                                                   CONFIDENTIAL


        (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 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.


                                       21
<PAGE>
                                                                   CONFIDENTIAL


                             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 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


                                       22
<PAGE>
                                                                   CONFIDENTIAL


        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 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


                                       23
<PAGE>
                                                                   CONFIDENTIAL


        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 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


                                       24
<PAGE>
                                                                   CONFIDENTIAL


                          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).

        (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


                                       25
<PAGE>
                                                                   CONFIDENTIAL


        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.

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.


























                                       26
<PAGE>
                                                                   CONFIDENTIAL


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


TRAVELOCITY.COM LP                               SABRE INC.


By: TRAVELOCITY HOLDINGS, INC.,                  By: /s/ 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
     -------------------------------













                                       27
<PAGE>
                                                                    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 Amended and Restated 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, Desktop
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 with
respect to which Sabre provides Desktop Services or 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).

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<PAGE>

                                                                    CONFIDENTIAL


"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 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.

                                       31

<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.

                                       32
<PAGE>
                                                                    CONFIDENTIAL


"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.

"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 has a material adverse effect on


                                       33

<PAGE>

                                                                    CONFIDENTIAL


                           Customer, unless Sabre cures such failures [TEXT
                           OMITTED - CONFIDENTIAL TREATMENT REQUESTED] of
                           receiving notice thereof;

                  (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


                                       34

<PAGE>

                                                                    CONFIDENTIAL


                           no longer exists [TEXT OMITTED - CONFIDENTIAL
                           TREATMENT REQUESTED] of the original occurrence
                           thereof.

"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].

                                       35

<PAGE>

                                                                    CONFIDENTIAL

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

"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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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

Desktop Services refers to the Desktop LAN Services described below. Other
hardware, software and devices may be added to the Standard Desktop Environment
as a Change governed by the Contract Administration Process.

1.       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.

2.       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.

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

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

         d.       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.

         e.       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.

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

         g.       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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                  -   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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                  -   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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                                                                    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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         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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                  -   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 perform 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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[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
                       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.

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2.       SERVER MONITORING:  HARDWARE AND OPERATING SYSTEM.

         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.

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                 Sabre and Customer shall establish, by mutual agreement,
                 reasonable levels of problem resolution initiation
                 communication between Sabre and such Third Party vendors.

         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]

         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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                [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] and the cause of
                          the decrease is determined to be the result of Sabre
                          support activity.

         c.      [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 indicate
                  acceptable, marginally acceptable, and unacceptable
                  performance, respectively.


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                  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>
<CAPTION>

<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
                                                    documentation.
------------- ------------------------------------- ------------------------------------------------------------
</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.


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                  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 than [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 Managers 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 Managers 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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<PAGE>
                                                                    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]
B.       EXCLUSIVE VARIABLE SERVICES.

         1.       [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]


                                       75
<PAGE>
                                                                    CONFIDENTIAL


                           SCHEDULE 10: SABRE SOFTWARE





[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


                                       76
<PAGE>
                                                                    CONFIDENTIAL


                         SCHEDULE 11: REQUIRED CONSENTS

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


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<PAGE>
                                                                    CONFIDENTIAL


                          SCHEDULE 12: CUSTOMER ASSETS

                [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


TRAVELOCITY SOFTWARE

                [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


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<PAGE>
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                   SCHEDULE 13: DISPUTE RESOLUTION PROCEDURES


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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<PAGE>
                                                                    CONFIDENTIAL


         (b)      STEERING COMMITTEE ACTION.

                  If the Dispute (a) involves (i) [TEXT OMITTED - CONFIDENTIAL
                  TREATMENT REQUESTED] 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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                                                                    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]), 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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                                                                   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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                       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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                   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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