UNITED STATES

                       SECURITIES EXCHANGE COMMISSION

                             WASHINGTON, DC 20549

                                  FORM 10-K

(Mark One)
X  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
   OF 1934
   For the fiscal year ended December 31, 1999
                             -----------------

                                       OR

   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934
   For the transition period from                to


   Commission file number        1-13153

                           Galileo International, Inc.

--------------------------------------------------------------------------------
                   (Exact Name of Registrant as Specified in Its Charter)

                    Delaware                     36-4156005
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          (State or Other Jurisdiction          (IRS Employer
        of Incorporation or Organization)    Identification No.)

                9700 West Higgins Road, Suite 400, Rosemont, Illinois 60018
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                (Address of Principal Executive Offices, Including Zip Code)

                                 (847) 518-4000
--------------------------------------------------------------------------------
                    (Registrant's Telephone Number, Including Area Code)

                                       N/A
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              (Former Name, Former Address and Former Fiscal Year, if Changed
                                 Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:
         Title of each class        Name of each exchange on which registered
         -------------------            ------------------------------
  Common Stock, par value $.01 per          New York Stock Exchange
                share                        Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate  by check  mark  whether  the  registrant:  (1) had filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes X    No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ X ]

<PAGE>

The  aggregate  market  value  of the  voting  and  non  voting  stock  held  by
non-affiliates  of  the  registrant  as  of  March  6,  2000  was  approximately
$1,299,000,000.  At March 6, 2000, there were 89,238,536 shares of Common Stock,
par value $.01 per share, of the registrant outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Form 10-K  incorporates by reference  certain  information from
the Proxy Statement for the Annual Meeting of Stockholders to be held on May 18,
2000.


<PAGE>


                           GALILEO INTERNATIONAL, INC.
                          YEAR ENDED DECEMBER 31, 1999
                                      INDEX

                                                                    PAGE
                                                                    ----

PART I

  ITEM 1.    BUSINESS                                                1
  ITEM 2.    PROPERTIES                                              10
  ITEM 3.    LEGAL PROCEEDINGS                                       11
  ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS     11

PART II

  ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED       11
                    STOCKHOLDER MATTERS
  ITEM 6.    SELECTED FINANCIAL DATA                                 12
  ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL       13
                    CONDITION AND RESULTS OF OPERATIONS
  ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET   25
                    RISK
  ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA             26
  ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON        54
                    ACCOUNTING AND FINANCIAL DISCLOSURE

PART III

  ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT      54
  ITEM 11.   EXECUTIVE COMPENSATION                                  54
  ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND     54
                    MANAGEMENT
  ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS          54

PART  IV

  ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS    54
                    ON FORM 8-K



<PAGE>

PART I
ITEM 1.  BUSINESS

     Galileo  International,  Inc. (herein  referred to as the "Company",  "we",
"us" and "our"),  incorporated  in the state of Delaware on May 13, 1997, is one
of the world's  leading  providers of electronic  global  distribution  services
("GDS") for the travel  industry  utilizing a  computerized  reservation  system
("CRS"). We provide travel agencies at approximately  41,000 locations,  as well
as  corporations  and  consumers  who use our  self-booking  products,  with the
ability to access schedule and fare  information,  book  reservations  and issue
tickets for more than 500 airlines. We also provide subscribers with information
and booking capability  covering  approximately 40 car rental companies and more
than 200 hotel companies with  approximately  45,000  properties  throughout the
world.  Our CRS powers several  Internet  travel sites and enables  consumers to
make travel  reservations  using these Internet sites. In late 1999 we announced
our intention to create our own Internet site which will allow consumers to make
travel reservations  directly through our own proprietary site. (1) We completed
approximately  350 million  bookings in 1999,  representing  over $60 billion in
travel  services.  Our  travel  agency  subscribers  use  approximately  170,000
computer  terminals,  all of which  are  linked to our Data  Centre,  one of the
world's  largest  commercial  data  processing  complexes,  with a system uptime
performance record of better than 99.9%.

      With a market  presence in 107 countries and over 58% of our  distribution
revenues  generated  in markets  outside  the United  States,  we are a globally
diversified provider of electronic global distribution services. We believe that
we have  attained  significant  market share in the most  important  markets for
travel  services,  including the United States and Canada and markets in Europe,
Asia/Pacific,  the Middle East,  Africa and Latin  America.  We  distribute  our
products  in these  markets  through a  combination  of our own local  sales and
marketing offices and a network of national distribution companies ("NDCs"). The
NDC network is a  distribution  structure  that  enables us to  efficiently  and
effectively market our products to the subscriber community.  It is this network
of  distributors  that provides us a local  presence in markets  throughout  the
world and  enhances  our global  reach.  We believe  that our  extensive  global
business  experience  provides a firm base for  continued  expansion  in new and
existing markets.  We are particularly  interested in strengthening our presence
in  developing  and  emerging  markets  that  provide  excellent  future  growth
opportunities, such as Eastern Europe, Africa, the Middle East and Asia.

     In addition to our core electronic global  distribution  services business,
we offer  information  services  that draw upon our  in-depth  knowledge  of the
travel  industry  and  our  expertise  in  developing  and  operating   complex,
mission-critical   transaction  processing  systems.  We  operate  the  internal
reservation  system  used by United  Air Lines,  Inc.  ("United  Airlines")  and
operate  GlobalFares(TM),  a fares  quotation  system used by over 100  airlines
worldwide.

Strategy

     We intend to  reinforce  our position as a leading  provider of  electronic
global  distribution  services and to continue to capitalize on our  competitive
advantages,  the key elements of which are: (i) a diversified  global  presence,
(ii)  established  relationships  with a  diverse  group of travel  vendors  and
subscribers,  (iii) a technologically  advanced information system operated by a
highly skilled  technical  staff,  (iv) a  comprehensive  offering of innovative
products, (v) Internet-based initiatives with unique appeal to travel consumers,
agencies and  suppliers,  and (vi)  investments  in  companies  that support our
technology initiatives and complement the core computerized  reservation systems
product and service offerings.

      We operate  globally  and believe  that  in-depth  knowledge  of the local
travel  markets in which we  distribute  our products is essential to developing
and  strengthening our ties to travel vendors and the local travel agencies that
generate  significant  booking volumes. We will therefore continue to attempt to
expand our influence in local  markets by building  alliances  with  influential
associates,  such as CRS Korea  Ltd.  in South  Korea and  Renaissance  Aviation
Services Limited in Bangladesh, that understand the local travel

---------
(1)   See Statement Regarding Forward-Looking Statements on page 22.

                                       1

<PAGE>
market and are positioned to design and implement successful sales and marketing
programs.  In addition,  we will  continue to seek  opportunities  to vertically
integrate our operations through the acquisition of NDCs in mature markets.  (1)
Factors that we consider when pursuing NDC acquisitions  include the opportunity
for attractive economic returns and enhanced customer service.

     We  strive  to  provide  valued  customer  service  in order to  strengthen
relationships with our established base of travel vendors and subscribers and to
attract  new  travel  vendors  and  subscribers  to our core  electronic  global
distribution services business. Our subscriber sales and service organization is
charged with ensuring that our products are backed by quality service  offerings
valued  by our  customers.  As a part of its  work,  this  team is  setting  new
customer  service  standards  and  developing  processes  to ensure that service
around the world is delivered consistently.

      We also intend to continue to accelerate the development and deployment of
our  products  in the  marketplace.  (1) To this end, we have  consolidated  our
development  functions  in Denver  as a part of the  realignment  of our  United
Kingdom operations  announced in early 1999. This consolidation was completed in
1999 and will  enhance  productivity  and  accelerate  our  ability to bring new
products to market. Also as part of the Swindon  realignment,  we have relocated
our regional sales and marketing  organization  to a location nearer to London's
Heathrow Airport which allows for more convenient  training of our travel agency
and travel vendor customers as well as easier access to international travel for
our sales staff.

     We  announced  several new  products  and  services in 1999 that enable our
travel agency  customers to be more  competitive in the  marketplace by reducing
their  costs,   increasing  sales,   building  customer  loyalty  and  improving
efficiency.  The new solutions include Decision Support Tools (SM), PrivateFares
II(TM), a low fare shopping tool- available  exclusively in  Viewpoint(TM),  and
our  Automated  Service Fee  solution.  The Decision  Support Tools allow travel
agencies to offer more  comprehensive  and timely  information  to manage  their
corporate  customers.  PrivateFares II  significantly  reduces the agency effort
associated  with  maintenance of negotiated  fares,  while the low fare shopping
tool enables  travel agents to request the lowest fare for an itinerary  without
requiring a booking to be made first.  The  Automated  Service Fee is an easy to
use fill-in format screen that  automatically  calculates net commissions to the
agency.

     In response to the increasing  importance of airline alliances and frequent
flyer groups, we introduced the Galileo Preferred  AvailabilitySM solution. This
display option provides travel agencies with detailed information for all member
carriers on a single  screen,  leading to improved  service,  greater choice and
simplified travel arrangements for customers wishing to travel with alliance and
frequent flyer groups. Galileo Preferred Availability is currently available for
the Star Alliance, oneworld alliance and the KLM/AZ joint venture.

     We  refine  our  information  technology  on a  regular  basis  in order to
maintain a cost-effective  system that is fully integrated from travel vendor to
subscriber  and  is  tailored  to  individual  customer  needs.  We  utilize  an
architecture with open standard interfaces and protocols to ensure the efficient
distribution of information  among users. In 1999, we added several new features
to our Viewpoint  product,  a  point-and-click  graphical user interface booking
system for air, hotel and car rental, that was introduced to the market place in
1998.  Some of the new  features  include a low-fare  shopping  tool, a calendar
shopping tool and access to Internet-published fares through TRIP.com. Viewpoint
is currently used by approximately 16,000 travel agency locations worldwide, and
we are adding about 1,000 new Viewpoint users each month. We also released a new
version of  Travelpoint.com(TM)  in 1999, which is a product that enables travel
agents to  cost-effectively  establish  a  branded  Internet  presence  with all
reservations  routed  through  their  agency.  Finally,  we  continued to deploy
FocalpointNet(TM),  a  cost-effective  means of  connecting  to the Apollo(R) or
Galileo(R)  system via the  Internet  versus the standard  dedicated  circuit or
dial-up telephone line.

---------
(1)   See Statement Regarding Forward-Looking Statements on page 22.

                                       2
<PAGE>

     In order to gain  advantage  from the  increasing  involvement of corporate
travel managers and individual  consumers in directly  accessing the information
and  services  provided  by CRSs,  in 1999 we  established  sales  organizations
clearly focused on both of these markets.

     In response to the growing  needs of the  corporate  market,  we  initiated
dedicated sales coverage to over 600 U.S. based corporate  accounts.  This sales
force works in concert with our  subscriber  sales  organization  to  cohesively
address the evolving  technological  needs and  relationships  between corporate
accounts  and travel  agencies.  Additionally,  we  expanded  sales  efforts and
product  development to become the leading CRS in providing  on-line,  real-time
management  reporting data through our new Compliance Data ReportingSM  product,
which is part of our  Decision  Support  Tools suite.  Continued  insight to the
needs of this market segment was fostered by the  establishment of our corporate
advisory  board.  Travel managers from top Fortune 500 companies are represented
and actively participating in this effort. During the fourth quarter of 1999, we
began alpha  testing and internal  deployment of wireless  application  protocol
devices such as cell phones and two-way pagers. A joint promotional announcement
was made with  Motorola  to test the  reservation  change  functionality  on the
Motorola PageWriter 2000 with a select group of corporate customers beginning in
2000.  Further  promotional  activities  are planned in 2000 with other wireless
device  manufacturers  and service  providers to secure an early mover advantage
with additional development of interactive travel applications. (1)

     Specific to the consumer Internet market, we moved proactively to capture a
number of e-commerce  customers  who needed to  incorporate  interactive  travel
reservation   functionality  into  their  web  sites.  Our  proprietary  Galileo
Passport(TM)  product was purchased by several  business to business  customers,
including Centerseat.com,  Viajo.com,  SnowNet.com and OutTask.com.  A dedicated
sales  effort was  established  with  primary  emphasis  on  establishing  other
e-commerce  business  to  business  opportunities.  This  new  sales  initiative
represents incremental deployment of our Galileo Passport product, which is also
currently sold to airline, hotel and car rental vendors.

     Throughout 1999, we made investments in several  technology  companies that
complement our core product offerings, support our technology infrastructure, or
facilitate  our  applications  development.  These  investments  include  equity
interests  in  Uniglobe.com,   Inc.,  a  provider  of  travel   reservation  and
information systems; Stamps.com, a provider of Internet Postage(TM) and shipping
services;  and QuixData  Systems,  Inc., a developer of data warehouses and data
mining tools for the travel  industry.  We expect to continue  this  strategy of
investing in technology  companies that help us increase the value  delivered to
our customers. (1)

     In 1999, we also acquired an equity interest in TRIP.com, a leading on-line
travel  service and  technology  provider.  In February  2000, we entered into a
merger agreement to purchase the remaining  ownership interest in TRIP.com.  (1)
We  plan  to  combine  our  existing  Internet  assets  into  TRIP.com,  thereby
consolidating all Internet activities into one powerful, focused entity. (1)

     In early 2000, we previewed our  innovative  Web site,  Galileo.com,  where
consumers  will be able to quickly  and  easily  shop for and book  travel.  (1)
Galileo.com  will also offer  distinct  inventory from  participating  airlines,
hotel  and  car  rental  companies  as  well  as  travel  agencies,  creating  a
comprehensive  marketplace  for travel goods and  services.  Currently in market
testing, the Galileo.com site is expected to launch during the second quarter of
2000. (1)

     In addition to our proprietary Internet site, we continue to be the booking
engine that powers several on-line travel sites including UAL.com, GetThere.com,
TRIP.com, Uniglobe.com, and Viajo.com.

---------
(1)   See Statement Regarding Forward-Looking Statements on page 22.

                                       3

<PAGE>

Electronic Global Distribution Services - Markets

     As of  December  31,  1999,  we  provided  electronic  global  distribution
services  for the  travel  industry  in 107  countries  via a network of on-line
terminals operated at approximately 40,800 travel agency locations worldwide.

     Our geographic  breadth is  demonstrated by the table below which shows the
approximate number of travel agency locations and terminals by region.

                           Travel Agency
                             Locations             Terminals at
                        at December 31, 1999     December 31, 1999
                        --------------------    --------------------
Region                   Number       %          Number        %
------                   ------     -----        ------      -----
United States            11,800     28.9%        56,900      33.5%
Europe                   13,400     32.9%        61,900      36.5%
Asia/Pacific              6,600     16.2%        24,400      14.4%
Canada                    3,200      7.8%        10,500       6.2%
Middle East/Africa        3,800      9.3%        11,400       6.7%
Latin America             2,000      4.9%         4,600       2.7%
                        --------------------    --------------------
                         40,800    100.0%       169,700     100.0%
                        ====================    ====================

Electronic Global Distribution Services - Customer Base: Travel Vendors and
Subscribers

      We derive substantially all of our electronic global distribution services
revenues  from  booking  fees  paid by travel  vendors.  Travel  vendors  store,
display, manage and sell their services through our systems.  Airlines and other
travel  vendors are offered  varying levels of  functionality  at which they can
participate in our systems, Apollo in North America and Japan and Galileo in the
rest of the world. In 1999,  approximately  92% of our booking fee revenues were
generated from airlines.

     The booking fee  structure  for airlines  varies based upon the location of
the subscriber  generating  the booking.  For bookings made in North America and
Japan, we charge airlines a fee per transaction  and,  thereby,  earn a separate
fee for each  booking and for each  cancellation.  In the rest of the world,  we
charge airlines a booking fee per "net booking". In that case, we earn a fee for
net bookings  (gross  bookings less  cancellations).  Globally,  car,  hotel and
leisure  travel vendors are generally  charged a fee per net booking.  We charge
premiums  for higher  levels of  functionality  selected by the travel  vendors.
Nearly 100% of our booking  fees are billed in U.S.  dollars,  which  limits our
market  risk  exposure  to  fluctuations  in other  currencies  against the U.S.
dollar.

      We also offer  products  to travel  agencies  and other  subscribers  that
enable  them to  electronically  locate,  price,  compare  and  purchase  travel
vendors' services through our systems.  By accessing the electronic  marketplace
created by our systems, the subscriber is able to obtain schedule,  availability
and pricing  information,  and purchase  travel  services from  multiple  travel
vendors for complex  travel  itineraries.  Our product and service  offerings to
travel  agencies also  facilitate  internal  business  processes such as quality
control and operations and financial information management.  Increasingly, this
includes the integration of products and services from independent  parties that
complement our core product and service offering.

     Travel  agencies  access our systems using hardware and software  typically
provided by us or an NDC,  although travel agencies can choose to purchase their
own  hardware  and  certain  software.  We and the NDCs also  provide  technical
support and other  assistance to the travel  agencies.  Through the NDCs and our
internal sales and marketing organization,  we have developed relationships with
travel agencies of all

                                       4

<PAGE>

sizes  throughout  the  world.   Multinational  travel  agencies  constitute  an
important  category of  subscribers  because of the high volume of business that
can be generated through a single  relationship.  Bookings generated by our five
largest travel agency customers constituted 20% of the bookings made through our
systems in 1999.

     With the rise in  popularity  of  personal  computers,  commercial  on-line
services and other means of Internet access,  individual consumers  increasingly
have the ability to purchase  services  directly  from travel  vendors that have
electronic distribution capability. We have therefore developed products such as
Galileo Passport and Travelpoint.com  that provide travel vendors,  agencies and
other third parties with the ability to distribute  their  products  directly to
consumers.

Electronic Global Distribution Services - Product Distribution

      We distribute our products to subscribers  primarily  through our internal
sales and marketing organization and our NDCs. At the end of 1998, we terminated
our sales  relationship with United Airlines and US Airways Inc. ("US Airways"),
who  supplied  the sales  force for our Apollo  brand  reservations  products to
subscribers  in the United States and Mexico.  In an effort to increase focus on
our product and service offerings, we assembled our own dedicated sales force in
1999 and have  experienced  some  loss of market  share  during  the  transition
period.  We now have a fully  staffed and  trained  sales force which we believe
will be effective in increasing our U.S.  booking volumes by the middle of 2000.
(1)

     In markets not supported directly by our sales and marketing  organization,
we prefer to use the NDC structure,  where feasible,  in order to take advantage
of the NDC's local market knowledge, as well as our travel vendor and subscriber
relationships.  The NDC is responsible  for cultivating  the  relationship  with
subscribers  in  its  territory,  installing  subscribers'  computer  equipment,
maintaining the hardware and software  supplied to the subscribers and providing
ongoing  customer  support.  The NDC earns a share of the booking fees generated
from  the  NDC's  territory,  as  well as all  subscriber  fees  billed  in that
marketplace.

      Our local sales and marketing groups distribute our products in the United
States,  Mexico,  Canada,   Belgium,   France,  Germany,  Spain,  Portugal,  The
Netherlands,  Switzerland,  Sweden, Finland,  Norway, Hong Kong, Singapore,  The
Philippines, Brazil and Venezuela. Bookings made in these countries collectively
accounted for approximately 60% of our 1999 bookings.

     NDCs,  typically owned or operated by the national  airline of the relevant
country or a local travel-related  business,  accounted for approximately 40% of
our booking volume in 1999.

      We and our  NDCs  distribute  direct  access  products  such as  Corporate
Travelpoint(TM)  and  Travelpoint.com  to  travel  agencies  for  use  by  their
corporate and individual customers. We and our NDCs also distribute our products
to certain Internet-based travel service providers.  The Internet sites of those
travel service providers allow individual consumers direct access to our systems
and provide us with an additional means of generating booking fees.

Information Services

     As a result of developing and operating one of the world's largest GDSs, we
have  acquired  significant  knowledge  of, and  experience  in, both the travel
business and the information technology business.  This knowledge and experience
has  created  a basis  from  which  we have  been  able to  provide  a range  of
specialized  information  technology solutions to airlines throughout the world.
We currently provide fares quotation services,  internal  reservation  services,
other internal  management  services and software  development  services to such
airlines.

---------
(1)   See Statement Regarding Forward-Looking Statements on page 22.

                                       5
<PAGE>

      We currently  provide fares  quotation  services  through our  GlobalFares
fares quotation system to airlines throughout the world.  GlobalFares is used in
conjunction with each airline's internal reservation system and provides pricing
information,  which meets the challenges  and  complexities  of real-time  fares
quotation processing.  Currently,  over 100 airlines use GlobalFares and we plan
to continue to market GlobalFares to other airlines.

     We also provide  internal  reservation  services to United  Airlines and in
late 1999 amended our agreement to provide these services to United Airlines for
another  five-year  term.  Such  services  include the display of schedules  and
availability,  the  reservation,  sale and ticketing of travel  services and the
display of other travel-related information to United Airlines' airport offices,
city ticket offices and reservation  centers  throughout the world. In addition,
we  provide  certain  other  internal  management  services  to United  Airlines
including  network  management,   departure  control,   availability   displays,
inventory management, database management and software development.

Technology

      We have made significant  investments in technology and related equipment.
We believe  that we will  benefit  from  operating  economies  of scale,  as our
technology is easily expandable and can support  incremental volume with minimal
additional investment. (1)

      Our computer systems provide real-time, high-volume transaction processing
and are supported by 21 mainframes with a combined  processing capacity of 5,774
MIPS  (millions of  instructions  per second).  Additional  peripheral  hardware
provides  approximately 22.6 terabytes of disk information storage. Our computer
systems are operational 24 hours a day, every day of the year. They process,  on
average,  over 255 million  requests for  information per day. At peak times, we
process more than 7,700 messages per second.

      Our global communications  network provides a fast, resilient and reliable
method for travel  agencies and travel vendors to access our systems.  Our sites
in Canada,  Switzerland,  The  Netherlands  and the United  Kingdom use a meshed
backbone  network to provide  direct  connections  to our Data Centre in Denver.
This backbone  network  provides  automatic  rerouting in the event of a circuit
failure.  In addition to the meshed backbone  network,  we make extensive use of
independent  international  network service providers to increase our reach into
the global market.

     Our data and  transaction  processing  services  are  dependent on our Data
Centre.  We  maintain  comprehensive  security  and  backup  systems in order to
deliver consistent,  reliable service to customers.  Although we believe we have
taken  sufficient  precautions  to protect this facility and to achieve  network
security,  a natural or  manmade  disaster,  third  party  instrusions  or other
calamity that causes  significant  damage to, or failure of, the facility or our
systems  would  have  a  material  adverse  effect  on our  business,  financial
condition and results of operations.

Competition - Electronic Global Distribution Services

      We  primarily  compete  against  other  well-established  CRSs to  provide
electronic global  distribution  services to the travel industry.  Our principal
competitors  include Sabre,  Worldspan and Amadeus.  To a lesser extent, we also
compete on a regional basis against  Abacus,  Axess,  Infini and Topas.  Many of
these competitors offer products which are similar to our products.

     Competition to attract and retain travel agency subscribers is intense. The
failure  to renew  travel  agency  contracts  or obtain  new  subscribers  could
negatively impact our business. In highly competitive markets, we and other CRSs
offer incentives to travel agency subscribers if certain productivity or booking

---------
(1)    See Statement Regarding Forward-Looking Statements on page 22.

                                       6


<PAGE>

volume  growth  targets  are  achieved.  The use of these  incentives  increased
significantly in 1999. Although continued expansion of the use of such incentive
payments could adversely  affect our  profitability,  our failure to continue to
make such  incentive  payments  could  result in the loss of some travel  agency
subscribers.  If we were to lose a  significant  portion of our current  base of
travel agencies to a competing CRS or if we were forced to further  increase the
amounts  of such  incentive  payments  significantly,  our  business,  financial
condition and results of operations could be materially adversely affected. (1)

     We also  distribute  travel on the Internet  through several on-line sites.
The  on-line  travel   services   market  is  rapidly   evolving  and  intensely
competitive.  Competition  is based upon  service,  merchandising,  reliability,
amount and  accessibility  of  information  and breadth of products and services
offered.  Competitors  in this market  include  Expedia.com  (majority-owned  by
Microsoft) and Travelocity.com (operated by Sabre).

Competition - Information Services

     Competition within the information services market is segmented by the type
of service offering.  Internal  reservation  services competitors include Sabre,
EDS and Worldspan.  Competitors for data center and network  outsourcing include
IBM, EDS, and niche suppliers such as Sabre, Speedwing and Worldspan.

Relationship With Airline Stockholders

     As of December 31, 1999,  airline  stockholders  owned,  in the  aggregate,
approximately  27% of our  outstanding  Common  Stock.  The airline  stockholder
controlled by United Airlines is our largest  stockholder,  owning approximately
18% of the outstanding Common Stock. No other airline stockholder owns more than
10% of our outstanding Common Stock. In addition, Special Voting Preferred Stock
allows  certain  airline  stockholders  to elect a total of three members of our
Board of Directors.  The airline stockholders  controlled by United Airlines and
SAirGroup  own two  shares  and one share of  Special  Voting  Preferred  Stock,
respectively.  Each share entitles its holder (or in certain circumstances,  the
holder's transferee) to elect one director.  As to the remaining directors,  the
airline  stockholders  have  agreed,  pursuant  to an  agreement  with  us  (the
"Stockholders' Agreement"), to vote their shares of Common Stock in favor of the
election  of  independent  directors  who  will be  nominated  by the  Board  of
Directors and the election of three management directors.

     At the  end of  1998,  the  sales  representation  agreements  with  United
Airlines  and US Airways,  pursuant to which these  airlines  supplied the sales
force for our Apollo brand  reservations  products to  subscribers in the United
States  and  Mexico,  were  terminated.  In an effort to  increase  focus on our
product and service  offerings,  we assembled our own  dedicated  sales force in
1999.  In 1997,  we entered  into  non-competition  agreements  with each of the
airline stockholders that prohibit the airline stockholders and their affiliates
from  competing  with us in  providing  reservation  services to neutral  travel
agencies.  However,  the  non-competition  agreements include certain exceptions
that  permit the  airline  stockholders  and their  affiliates  to,  among other
things,  provide and market certain reservation services to certain customers of
the airline stockholders.

     United Airlines is the largest single travel vendor  utilizing our systems,
generating  revenues that accounted for approximately 13.4% of total revenues in
1999. No other travel vendor accounted for 10% or more of our revenue in 1999.

---------
(1)    See Statement Regarding Forward-Looking Statements on page 22.

                                       7

<PAGE>

Industry Regulation

      Our business is subject to regulation in the United  States,  the European
Union and Canada. Each jurisdiction's rules are largely based on the same set of
core premises: that a CRS must treat all participating airlines equally, whether
or not they are  owners  of the  system;  that  airlines  owning  CRSs  must not
discriminate  against the CRSs they do not own; and that CRS relationships  with
travel agencies should not be an impediment to competition from other CRSs or to
the provision of services to the traveler.  While each  jurisdiction has focused
on the CRS industry's role in the airline  industry,  the U.S. CRS Rules and the
EC CRS Rules have the  greatest  impact on us because of the volume of  business
transacted  by  us  in  the  United  States  and  the  European  Union.  Neither
jurisdiction  currently  seeks to regulate CRS  relationships  with  non-airline
participants such as hotel and car rental companies,  although changes to the EC
CRS Rules effective March 15, 1999 allow CRSs to incorporate  rail services into
CRS displays and such rail services are therefore subject to certain sections of
the EC CRS Rules.

     The U.S. CRS Rules, among other things,  prohibit a CRS that is owned by an
airline or an  airline  affiliate  from  entering  into  contracts  with  travel
agencies that contain exclusivity clauses or that require the agency to maintain
a certain percentage of computer terminals or bookings for a particular CRS.

     In several  respects,  the United States and European Union regulators have
reached  similar  conclusions  regarding the  appropriate  means of ensuring the
achievement of the desired results. Both jurisdictions recognize that there is a
possibility  that  subscribers  will  book  flights  which  appear  early  on in
availability  displays, as they may be reluctant to read through all information
presented  in  subsequent  displays.  Accordingly,  both  jurisdictions  require
systems to provide airline  displays for travel agencies that are ordered on the
basis of neutral  principles and that all airlines must be charged the same fees
for the same level of  participation.  The EC CRS Rules go further  and  require
that fees must be reasonably  structured and  reasonably  related to the cost of
the service provided and used. Moreover,  under EC CRS Rules,  airlines have the
ability to disallow  certain  types of  bookings,  unless they have already been
accepted.

     Both the United States and European  Union  regulators  seek to redress the
potential that a CRS used for internal reservation purposes would offer a travel
agency  subscriber  superior access to the hosted airline and inferior access to
all other airlines.  The EC CRS Rules mandate a separation  between the internal
reservations  functionality  and the  functionality  used by travel  agencies to
provide neutral information,  and require annual confirmation of compliance with
this rule,  among  others,  by  independent  auditors.  While the U.S. CRS Rules
contain several principles  outlining the requirement of unbiased displays,  the
EC CRS  Rules  prescribe  a  specific  formula  that a CRS must use to order its
display of  flights.  The U.S.  CRS Rules also  require  functional  equivalence
between the functionality offered to airlines whose internal reservation systems
are hosted in the CRS and those provided to all other airlines. The EC CRS Rules
require the CRS owner  airlines to provide the same data, and accept and confirm
bookings with equal  timeliness in all CRSs,  when  requested to do so. The U.S.
CRS Rules contain no counterpart to the European requirement that subscribers be
offered access to the CRS on a  nondiscriminatory  basis.  Although the U.S. CRS
Rules  extend  only to use of CRSs  by  travel  agencies  (and do not  apply  to
products  distributed  directly to corporate  travel  departments and individual
consumers),  European and Canadian rules apply to all  subscriber  uses of CRSs,
whether by travel agencies, individuals or corporate travel departments.

     The U.S. CRS Rules are currently  under review.  In our historical  role as
provider of two distinct systems, Apollo in North America and Japan, and Galileo
in the rest of the world, we have developed  familiarity  with the  requirements
and approval procedures of each regulatory jurisdiction,  and are experienced in
addressing regulatory issues as they arise.

Research & Development

     Research and development costs consist of expenditures  incurred during the
course of planned research and investigation aimed at discovery of new knowledge
useful in  developing  new products or  processes,  or  significantly  enhancing
existing  products  or  production  processes,  and the  implementation  of such
through design,  testing of product  alternatives or construction of prototypes.
Research and

                                       8

<PAGE>

development costs,  excluding amortization of computer software, are expensed as
incurred and were approximately $6.2 million,  $4.8 million and $8.6 million for
the years ended December 31, 1999, 1998 and 1997, respectively.  In addition, we
invest in  companies  that  offer  innovative  technical  solutions  to meet our
business needs.

Employees

      We believe  that our  success is due in large  part to our  employees.  We
strive to hire and retain highly skilled and motivated personnel. As of December
31, 1999,  we employed  approximately  2,600  people.  Approximately  83% of our
employees are located in the United  States and Canada,  12% in Europe and 5% in
Latin America and countries throughout the Asia/Pacific region. Our employees in
Brazil, representing about 1% of our workforce, are unionized in accordance with
local regulations. We believe that our relationship with our employees is good.

Executive Officers

     The executive officers of the Company, their positions with the Company and
their ages, as of the date of this filing,  are as set forth below. There are no
family relationships among any directors or officers.

Name                      Age                Position
----                      ---                --------
James E. Barlett          56      Chairman, President,Chief Executive Officer

Paul H. Bristow           57      Executive Vice President, Chief Financial
                                      Officer and Treasurer

Lyn Bulman                40      Senior Vice President, Human Resources and
                                      Corporate Relations

Michael G. Foliot         45      Senior Vice President, Global Vendor Marketing

Babetta R. Gray           41      Executive Vice President, Subscriber Sales and
                                      Service

James E. Lubinski         44      Executive Vice President, Operations

David A. Near             41      Senior Vice President, Internet and E-Commerce

Anthony C. Swanagan       40      Senior Vice President, General Counsel and
                                      Secretary

     Mr. Barlett has been President and Chief  Executive  Officer since November
1994 and Chairman  since May 1997.  Prior to joining the  Company,  he served as
Executive  Vice  President of  Worldwide  Operations  and Systems at  MasterCard
International  Corporation  ("MasterCard")  and was a member  of the  MasterCard
International Operations Committee.  Prior to his employment at MasterCard,  Mr.
Barlett  served as Executive  Vice President of Operations for NBD Bancorp where
from 1979 to 1992 he managed  the  redevelopment  of core  banking  systems  and
directed  the   development,   implementation   and   operation  of  the  Cirrus
International  automated  teller switching system and served as Vice Chairman of
Cirrus Inc. Mr. Barlett is also a Director of the Company.

     Mr. Bristow has been Executive Vice President and Chief  Financial  Officer
since August 1999,  Senior Vice  President  and Chief  Financial  Officer  since
February 1993 and Treasurer  since May 1997.  Prior to joining the Company,  Mr.
Bristow served as financial  advisor to various  companies in the United Kingdom
before  which he had spent two years as a member of a buy-in  group  involved in
corporate  finance as  intermediaries,  and as advisors.  From 1980 to 1988,  he
worked for London  International  Group  Plc,  a listed  international  consumer
products  company in London,  initially as Division Finance Director and then on
the Main Board as Group Finance Director.  Prior to 1980, Mr. Bristow worked for
ITT in Canada,  Norway and  Singapore;  with Philip  Morris in  Switzerland  and
Canada;  and with  Arthur  Andersen & Co. in Canada.  Mr.  Bristow  resigned  as
Executive Officer and Director of the Company effective March 15, 2000.

     Ms. Bulman has been Senior Vice  President,  Human  Resources and Corporate
Relations  since May 1995.  From 1990 to March  1993,  she  served as Manager of
Compensation  and  Benefits  and from  April  1993 to May  1995,  she  served as
Director of Human Resources - Europe.  Prior to joining the Company,

                                       9

<PAGE>

Ms. Bulman held  executive  positions in the United  Kingdom at Dun & Bradstreet
Corporation and Fisons (Pharmaceutical Division) Plc.

     Mr. Foliot has been Senior Vice  President,  Global Vendor  Marketing since
January 1997. In this position,  Mr. Foliot is responsible for all airline, car,
hotel, leisure,  corporate and consumer,  and GlobalFares sales and marketing as
well as managing all airline  stockholder  relationships.  From 1993 to 1996, he
served as Senior Vice  President  Asia/Pacific  and the Americas of the Company.
From 1990 to 1993,  Mr. Foliot was Vice  President  and General  Manager for all
American  Express  activities  in Canada  related to corporate  card,  corporate
travel and leisure travel  business and prior to that he held various  positions
with American Express International in Singapore, Indonesia and Korea.

     Ms. Gray has been Executive Vice  President,  Subscriber  Sales and Service
since August 1999. In this  position,  Ms. Gray is  responsible  for  subscriber
sales and  service on a global  basis.  Prior to that Ms.  Gray was Senior  Vice
President,  Customer  Service  Delivery and General  Counsel since July 1998 and
Secretary since May 1997, Senior Vice President, Legal and General Counsel since
March 1996, Vice  President,  Legal and General Counsel since September 1995 and
joined the Company as Senior Counsel in April 1990.  Before joining the Company,
Ms.  Gray was  Counsel for Reebok  International  Ltd.  from 1989 to 1990 and an
associate  with the  Boston law firm of Foley,  Hoag & Eliot  from 1984  through
1988.

     Mr.  Lubinski has been Executive Vice  President,  Operations  since August
1999 and prior to that he was Senior Vice  President,  Information  Services and
Operations  since July 1995. In this position,  Mr.  Lubinski is responsible for
ensuring technological  leadership in systems development for the Company. Prior
to joining the Company,  Mr. Lubinski served since 1994 as Senior Vice President
and Division Head of Systems and  Operations for Boatmen's  Trust Company.  From
1978 to 1994,  Mr.  Lubinski  held several  technical  positions at NBD Bancorp,
including First Vice President and Development Manager. Mr. Lubinski is a member
of the Board of Trustees of Stichting "the SITA Foundation" and also a member of
the Board of Trustees for the PorterCare Foundation.

     Mr. Near has been Senior Vice  President,  Internet  and  E-Commerce  since
August 1999. In this position,  Mr. Near is responsible  for setting  e-commerce
strategies and coordinating their implementation across the organization.  Prior
to assuming these  responsibilities,  Mr. Near served as Senior Vice  President,
Subscriber   Marketing,   Senior  Vice  President  of  Intuitive   Products  and
Interactive  Services  and as Director of Car,  Hotel,  Leisure and  Advertising
Product Management for the Company and Covia  Partnership.  Prior to joining the
Company  in 1987,  Mr.  Near held a number  of  management  positions  at United
Airlines and B.F. Goodrich.

     Mr. Swanagan has been Senior Vice President,  General Counsel and Secretary
since August 1999.  Prior to that he was Vice  President,  Legal since July 1998
and joined the  Company as Counsel in 1991.  Before  joining  the  Company,  Mr.
Swanagan was associated with the Chicago law firm of Jones, Ware & Grenard.  Mr.
Swanagan is also a Director of the Company.

ITEM 2.  PROPERTIES

     Our principal executive offices are located in Rosemont, Illinois, a suburb
of Chicago, where the Company leases approximately 120,000 square feet of office
space  pursuant  to a lease that  expires in the year 2010.  Our Data  Centre is
located in Englewood,  Colorado,  a suburb of Denver, in two adjacent  buildings
owned by the Company. The Data Centre contains approximately 238,000 square feet
of space,  including  approximately 110,000 square feet of raised floor computer
room space.  The Company  also  leases and owns  office  space in various  other
worldwide locations,  including  development and marketing offices located in or
near Denver,  London and Hong Kong.  The Company  believes  that its offices and
Data  Centre  are  adequate  for its  immediate  needs  and that  additional  or
substitute space is available if needed to accommodate growth and expansion. (1)

--------
(1)   See Statement Regarding Forward-Looking Statements on page 22.

                                       10


<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Price Range of Common Stock

     Our  Common  Stock,  $.01 par  value,  began  trading on the New York Stock
Exchange  under the symbol "GLC" in July 1997.  The following  table sets forth,
for the  quarters  indicated,  the range of high and low closing sale prices for
our Common Stock on the New York Stock Exchange and the dividends declared.

                        Market Price
                        ------------            Dividends
     Quarter         High          Low          Declared
     -------         ----          ---          ---------
     1999
         Fourth   $ 38 15/16   $ 25  3/4        $ 0.090
         Third      58  3/8      36  1/2          0.090
         Second     59           45               0.090
         First      51  9/16     41  5/8          0.075
                                               ---------
            Total                               $ 0.345
                                               =========
     1998
         Fourth   $ 43  1/2    $ 28  3/4        $ 0.075
         Third      45  7/16     31  3/4          0.075
         Second     45  1/16     35  1/2          0.075
         First      39  1/2      26  3/16         0.060
                                               ---------
            Total                               $ 0.285
                                               =========

     On March 6 , 2000, our Common Stock was held by  approximately  270 holders
of record.

Dividend Policy

     Although we expect to reinvest a substantial portion of our earnings in our
business,  we  currently  intend  to  continue  to pay  regular  quarterly  cash
dividends. (1) Under our debt agreements,  cash dividends, in aggregate,  cannot
exceed an amount equal to 50% of our consolidated net income for any given year.

     The  declaration  and payment of dividends,  as well as the amount thereof,
are subject to the discretion of the Board of Directors and will depend upon our
results of operations, financial condition, cash requirements,  future prospects
and other factors deemed relevant by the Board of Directors. (1) There can be no
assurance that the Company will declare and pay any future dividends.

--------
(1)   See Statement Regarding Forward-Looking Statements on page 22.

                                       11


<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA
<TABLE>
                                                            Year Ended December 31,
                                            1999 (1)    1998 (2)   1997 (3)     1996        1995
                                            --------    --------   --------     ----        ----
                                                        (In millions, except share data)

Income Statement Data:
<S>                                         <C>        <C>        <C>        <C>          <C>
Revenues                                    $ 1,526.1  $ 1,480.8  $ 1,256.1  $ 1,088.3    $ 966.4
Operating income                                312.9      331.6      211.5      175.4      140.3
Income before income taxes                      361.3      325.5      205.6      167.1      123.7
Income taxes                                    143.1      129.9       44.0        1.9        2.6
Net income                                      218.2      195.6      161.6      165.2      121.1
Pro forma net income (4)                            -          -      123.4      100.3       74.2
Basic earnings per common share                  2.22       1.87          -          -          -
Pro forma basic earnings per common share (4)       -          -       1.30       1.14       0.84
Diluted earnings per common share                2.21       1.86          -          -          -
Pro forma diluted earnings per common share (4)     -          -       1.30       1.14       0.84
Dividends per common share                      0.345      0.285       0.06          -          -

Balance Sheet Data:
Current assets                              $   230.5  $   243.5  $   224.3  $   240.8    $ 187.3
Total assets                                  1,255.2    1,291.1    1,268.5      599.9      569.0
Current liabilities                             319.2      231.8      201.4      199.6      227.6
Long-term debt                                  434.4       69.5      250.0       70.0      134.2
Other long-term obligations                     108.0      147.1      133.4       74.9       77.6
Partners' capital                                   -          -          -      255.4      129.6
Stockholders' equity                            393.6      842.6      683.7          -          -

Other Data:
Operating income as a
    percentage of revenue                       20.5%      22.4%      16.8%      16.1%      14.5%
Reservations booked using the
    Company's CRS systems  (5)                  351.6      345.7      336.1      316.1      285.4
Net cash provided by operating activities   $   281.2  $   379.1  $   324.7  $   214.1    $ 172.6
Capital expenditures  (6)                        92.5       98.7       65.9       40.0       64.5
</TABLE>

(1)For the year ended  December 31, 1999,  operating  expenses  include an $83.2
   million   ($50.2   million   after  tax)  special   charge   related  to  the
   extinguishment  of a  portion  of  our  liability  arising  from  a  services
   agreement with United  Airlines and an $11.3 million ($6.8 million after tax)
   recovery of expenses  previously  reserved for the  realignment of our United
   Kingdom  operations.  Net income  includes net gains of $64.0 million  ($38.6
   million after tax) from our  investments  in technology  companies.  Net cash
   provided by operating  activities  includes  $97.3 million  transferred  to a
   qualified  special-purpose  entity related to the services  agreement special
   charge.

(2)For the year ended  December  31,  1998,  operating  expenses  include  $26.4
   million  ($15.9  million  after  tax)  of  special  charges  related  to  the
   realignment  of our  operations in the United Kingdom and $13.4 million ($8.1
   million after tax) in gains related to settlements  of  contractual  disputes
   from prior years.

(3)Effective  July 30, 1997,  Galileo  International  Partnership  merged into a
   wholly owned limited liability company  subsidiary of Galileo  International,
   Inc. (the  "Merger"),  we effected an initial  public  offering of our Common
   Stock (the "Offering"), and we incurred debt related to the purchase of three
   NDCs.
                                       12
<PAGE>

   For the year ended  December 31, 1997,  the results of the acquired NDCs have
   been   consolidated  with  those  of  the  Company  from  the  date  of  each
   acquisition.  1997  operating  expenses  include $20.1 million ($12.1 million
   after tax) of special charges related to the integration of the acquired NDCs
   and a $15.3  million  nonrecurring  charge to reflect  the  establishment  of
   initial  deferred tax assets and  liabilities.  No provision for U.S. federal
   and state income taxes was recorded  prior to July 30, 1997 as such liability
   was the responsibility of the partners of Galileo International  Partnership,
   rather than of the Company.

(4)As a result of the  Merger  and the  Offering,  pro forma net  income and pro
   forma basic and diluted earnings per share data are calculated as though: (i)
   partners'  capital was converted into  88,000,000  shares of Common Stock for
   all periods  presented  and the  16,799,700  shares issued to the public were
   outstanding  from July 30, 1997, and (ii) we had operated in a corporate form
   for all periods  presented and accordingly  were subject to federal and state
   income taxes.

(5)Transactions  in  respect of  bookings  made in the  United  States,  Canada,
   Mexico and Japan have been converted to a net segment basis. Bookings made in
   the rest of the world are  reported  on a net  segment  basis.  The 1999 data
   includes  a 1.7  million  adjustment  for the  impact of a pricing  structure
   change that reduced reported passive booking volumes in Japan.

(6)Capital   expenditures  include  purchases  of  property  and  equipment  and
   purchases of computer software. In addition, the capitalization of internally
   developed computer software was $12.6 million,  $14.2 million, $21.2 million,
   $21.6 million, and $24.5 million for the years ended December 31, 1999, 1998,
   1997, 1996, and 1995, respectively.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Overview

     Effective July 30, 1997,  Galileo  International  Partnership merged into a
wholly owned limited liability company subsidiary of Galileo International, Inc.
(the "Merger") and effected an initial public  offering of its Common Stock (the
"Offering").  References  to the  "Company",  "we",  "us" and "our" mean, at all
times prior to the time of the Merger, Galileo International Partnership and its
consolidated  subsidiaries and, at all times thereafter,  Galileo International,
Inc.  and its  consolidated  subsidiaries.  As a result of this  Merger,  (i) we
became subject to U.S. federal and state income taxes that were previously borne
by the  partners  of Galileo  International  Partnership  and (ii) we recorded a
$15.3  million  nonrecurring  charge  to  income  tax  expense  to  reflect  the
establishment of deferred tax assets and liabilities  arising at the time of the
Merger. Upon the Merger, the airline  stockholders'  partnership  interests were
exchanged  for our  Common  Stock  in the  same  proportion  as  that  of  their
respective partnership interests in Galileo International Partnership.

     We generate most of our revenues  from the  provision of electronic  global
distribution  services.  Booking fees are the primary source of this revenue and
are charged to travel vendors for reservations made through our system.  Booking
fees  depend  on  several  factors,  including  the type of  reservation  booked
(primarily air, car rental or hotel),  the location of the booking and the level
of travel vendor  participation in our systems.  In addition to booking fees and
related  premiums  paid by travel  vendors,  subscribers  generally pay fees for
hardware,  software  and certain  services.  Such fees are often  discounted  or
waived for  travel  agency  subscribers,  depending  upon the level of  bookings
generated by the travel agency.  In highly  competitive  markets,  we often make
incentive   payments  to  travel  agency   subscribers   that  achieve   defined
productivity or booking volume growth objectives.

                                       13
<PAGE>

     We also provide information services to airlines,  including certain of our
airline  stockholders.  We currently provide fares quotation services,  internal
reservation   services,   other  internal   management   services  and  software
development services to such airlines.

     Our  expenses  consist  primarily of local  sales,  marketing  and customer
service costs,  commissions paid to national  distribution  companies  ("NDCs"),
costs  associated  with the  operation of our Data Centre and wages and benefits
payable to our employees.  Substantially all of our expenses are denominated and
paid in U.S. dollars,  with the exception of operating expenses incurred outside
of the United  States.  Cost of  operations  shown on our  statements  of income
consist primarily of the costs of operating our Data Centre (including wages and
benefits of Data Centre and other technical  services  personnel,  and hardware,
software  and  communications  costs)  and costs  related  to  agency  equipment
(including  installation,  maintenance  and help desk  functions).  Commissions,
selling and  administrative  expenses  shown on our statements of income consist
primarily of commissions  payable to NDCs,  incentives  paid to subscribers  and
other costs of our selling and administrative functions.

     Our earnings can be significantly impacted by events that affect the travel
industry.  Such impact is typically caused by economic and other conditions that
decrease  the  number  of  bookings  made  through  our  systems  as a result of
decreased demand for airline seats and other travel services. Other events, such
as increased  airline  competition  from low cost carriers,  excess  capacity or
deterioration  of  an  airline's  financial  condition,  can  often  cause  fare
promotions within the airline  industry.  This may result in an increased number
of transactions  and bookings for us, thereby  stimulating  our  revenue-earning
capability.

     We experience a seasonal pattern in our operating results,  with the fourth
quarter  typically  having the lowest total revenues and operating income due to
early bookings by customers for holiday travel and due to a decrease in business
travel during the holiday  season.  (See Note 14 to the  consolidated  financial
statements for quarterly financial information.)

     During 1997, we acquired  three national  distribution  companies (the "NDC
Acquisitions"):  Apollo  Travel  Services  Partnership  ("ATS"),  Traviswiss  AG
("Traviswiss")  and Galileo  Nederland BV ("Galileo  Nederland").  In connection
with the NDC  Acquisitions,  we  recorded  a  nonrecurring  charge to  operating
expenses of $20.1 million ($12.1  million after tax) related to the  integration
of the  acquired  NDCs.  This  special  charge  consisted  of $12.3  million  in
severance-related costs and $7.8 million of other integration costs, principally
related to duplicate facilities.

     During  1998,  we  acquired a  Florida-based  airline  information  systems
company, S. D. Shepherd Systems,  Inc. (the "Shepherd Systems  Acquisition") and
two  national  distribution  companies:   Galileo  Nordiska  AB  (the  "Nordiska
Acquisition") and Galileo Canada Distributions Systems, Inc. ("Galileo Canada"),
(the "Canada Acquisition").  We also recorded a nonrecurring charge to operating
expenses  of $26.4  million  ($15.9  million  after tax)  related to a strategic
realignment  of our  operations  in the  United  Kingdom.  This  special  charge
consisted of $15.0 million in severance-related costs and $11.4 million in costs
related to disposition of the current United Kingdom facilities.

     In connection with the NDC Acquisitions in 1997 and the Canada  Acquisition
in 1998, we have entered into agreements for the provision of certain  marketing
services (the  "Services  Agreements")  with the sellers (or  affiliates of such
sellers) of ATS,  Traviswiss,  Galileo Nederland and Galileo Canada whereby such
sellers (or such  affiliates) will provide services to us related to growing the
respective business operations of the acquired NDCs.

     During 1999, we recorded a special  charge of $83.2 million  ($50.2 million
after tax) related to the extinguishment of a portion of our liability to United
Air Lines,  Inc.  ("United  Airlines")  under the  provision of the ATS services
agreement,  originally  entered into in 1997.  We  transferred  $97.3 million in
assets to a qualified  special-purpose  entity, which has assumed the obligation
to United  Airlines  for a portion of the ATS services  agreement.  We also were
successful  in assigning  our Swindon  U.K.  facilities  lease at market  rates,
resulting in  recognition  of an $11.3 million ($6.8 million after tax) recovery
of previously reserved facilities expenses.

                                       14
<PAGE>

1999 Compared to 1998

     REVENUES.  We generate our revenue from the provision of electronic  global
distribution services and information  services.  During the year ended December
31, 1999, we generated approximately 95.2% of our revenue from electronic global
distribution  services and  approximately  4.8% of our revenue from  information
services.  The following table  summarizes 1999 and 1998 revenues for electronic
global  distribution  services by  geographic  location as a percentage of total
revenues and summarizes total booking volumes for each of the years indicated:

                                              1999            1998
                                              ----            ----
Percentage of Revenue
---------------------
U.S. Market (1)                               41.6 %          43.8 %
All Other Markets (1)                         58.4            56.2
                                            --------        --------
                                             100.0 %         100.0 %
                                            ========        ========

Worldwide Bookings
------------------
(in millions)
U.S. Market: (1)
     Air                                     126.0           131.4
     Car/Hotel/Leisure                        23.1            22.6
                                            --------        --------
Total Bookings                               149.1           154.0

All Other Markets: (1)
     Air                                     194.7           186.0
     Passive Booking Adjustment - Japan (2)    1.7               -
                                            --------        --------
     Adjusted Air                            196.4           186.0

     Car/Hotel/Leisure                         6.1             5.7
                                            --------        --------
Total Bookings                               202.5           191.7

                                            --------        --------
Total Worldwide Bookings                     351.6           345.7
                                            ========        ========

----------------------
(1) The  location  of  the  travel  agent  making  the  booking  determines  the
    geographic region credited with the related revenues and bookings.

(2) Adjustment  for the  impact  of a  pricing  structure  change  that  reduced
    reported  passive booking volumes in Japan. In markets outside of Japan, the
    net impact to reported passive bookings due to the pricing  structure change
    was slightly positive.

     Revenues increased $45.3 million, or 3.1%, to $1,526.1 million for the year
ended  December 31, 1999 from $1,480.8  million for the year ended  December 31,
1998. Our electronic global distribution  services revenues grew $109.4 million,
or 8.1%. Airline booking revenue increased 7.0% over the year ended December 31,
1999 due to a booking  fee price  increase  that went into effect in March 1999,
other yield improvements and a 1.5% increase in worldwide air booking volumes.

                                       15

<PAGE>

     International  booking  volumes  increased  4.7% and U.S.  booking  volumes
decreased 3.2% for the year ended December 31, 1999. Adjusting for the impact of
a July 1999 pricing  structure  change that  reduced  reported  passive  booking
volumes in Japan,  total  international  booking volumes  increased 5.6% for the
year. This increase in international  booking volumes for the year was driven by
strong growth in  developing  markets,  such as Africa and the Middle East,  and
solid performance in Europe and Asia.

     The volume  decline in U.S.  bookings is primarily due to a decrease in our
U.S. market share, which we believe is principally attributable to the effect of
our field sales force  transition in 1999. With a new U.S. sales force in place,
we are  aggressively  executing  growth plans for new and renewal  business.  We
remain  confident  in the  ability  of our new  sales  force to  strengthen  our
position in the U.S. market by the middle of 2000. (1)

     The  growth  in  electronic  global  distribution   services  revenues  was
partially offset by a decline in information  services  revenues due principally
to the impact of providing fewer network services to an airline  customer.  This
revenue loss was largely  offset by a reduction in operating  expenses  directly
related to the provision of these services.

     COST OF OPERATIONS. Cost of operations expenses decreased $40.6 million, or
7.1%, to $527.7 million for the year ended December 31, 1999 from $568.3 million
for the year ended December 31, 1998. The decline in cost of operations expenses
was due primarily to a $54.1  million  decrease in voice  communication  charges
related to the  decrease in network  services  provided to an airline  customer.
Partially  offsetting  this  decrease was $12.2  million in  additional  cost of
operations  expenses  incurred due to the Galileo  Canada and  Shepherd  Systems
acquisitions in 1998. These additional  operating  expenses,  principally wages,
maintenance and  installation  expenses,  communication  costs and  depreciation
expense,  were  largely  offset  by  lower  commissions  as  we  no  longer  pay
commissions to Galileo Canada but instead incur the direct costs of distributing
our products in this market. Additionally, we now record the amortization of the
excess  of the cost of these  acquisitions  over  the fair  value of net  assets
acquired and also record the amortization of other intangibles acquired.

     Remaining cost of operations expenses increased slightly,  primarily due to
increased  maintenance  costs for subscriber  equipment at agency  locations and
higher  communication  costs  associated with the ongoing  migration to new data
network technology and growth in both new and existing markets.  These increases
were substantially offset by net cost savings from the Swindon, U.K. realignment
and lower Data Centre  expenses as we continue to take  advantage of  decreasing
technology costs.

     COMMISSIONS,  SELLING AND ADMINISTRATIVE EXPENSES. Commissions, selling and
administrative expenses increased $59.1 million, or 10.7%, to $613.6 million for
the year ended December 31, 1999 from $554.5 million for the year ended December
31, 1998. NDC  commissions  and subscriber  incentive  payments  increased $55.8
million,  or 15.4%,  to $419.4 million for the year ended December 31, 1999 from
$363.6  million for the year ended December 31, 1998. The increase in electronic
global distribution services revenues resulted in increased commissions to NDCs,
which were partially  offset by the elimination of commissions to Galileo Canada
as,  subsequent to this  acquisition in June 1998, we no longer pay  commissions
but instead incur the direct costs of operating in this market.  NDC commissions
are  generally  based on a percentage of booking  revenues and have,  therefore,
grown at a rate consistent with the growth in booking fees by country. Incentive
payments,  which are provided to subscribers in order to maintain and expand our
travel agency customer base, increased  significantly in 1999 principally due to
the  initiation  of new  contracts  with  multinational  and key  U.S.  regional
accounts  in late 1998 and the first  quarter of 1999,  as well as the impact of
payments to  subscribers  previously  incurred by Galileo  Canada  prior to June
1998. We expect that growth in subscriber  incentives will continue in 2000, but
at a slower rate than we experienced in 1999. (1)

---------
(1)   See Statement Regarding Forward-Looking Statements on page 22.

                                       16
<PAGE>

     The remaining increase in commissions,  selling, and adminstrative expenses
was primarily attributable to $13.4 million in favorable settlements during 1998
of contractual disputes from prior years. This was partially offset by decreased
selling  expenses in the U.S. as we  transitioned  to our internal  sales force,
decreased travel and effectively managed costs throughout the organization.

     SPECIAL  CHARGES.  We recorded a special charge of $83.2 million related to
the  extinguishment  of a portion of our  liability  arising  from our  services
agreement with United Airlines.  This services agreement was entered into at the
time of our  acquisition  of ATS in  July  1997.  Under  the  agreement,  United
Airlines  agreed to  provide us  marketing  and other  support  in the U.S.  and
Mexico. In exchange for these services,  we agreed to compensate United Airlines
if we achieved  specific air segment growth and price increases over a five-year
period. Although we were accruing for the estimated liability under the services
agreement in line with lower levels of historical  and projected  pricing,  as a
result of the price  increase in the U.S.  and Mexico that became  effective  on
January 1, 2000, we now expect to owe the full  price-related  obligation.(1) In
December  1999,  we created  and funded a  qualified  special-purpose  entity to
provide for payment of this price-related  obligation to United Airlines in July
2002. We transferred $97.3 million in assets to this special-purpose  entity. As
a result,  we have no further payment  obligation to United Airlines  related to
price increases under the services agreement.

     During 1998,  we recorded  special  charges of $26.4  million  related to a
strategic  realignment  of our operations in the United  Kingdom.  These special
charges  included  severance  provisions  of $15.0  million and $11.4 million in
costs related to disposition of the current  United Kingdom  facilities.  During
1999, we were  successful in assigning the Swindon,  U.K. lease at market rates,
resulting in the recovery of $11.3  million of facilities  expenses  reserved in
1998 and a prior year. (See Note 4 to the consolidated  financial statements for
further discussion.)

     OTHER INCOME  (EXPENSE).  Other income (expense)  includes interest expense
net  of  interest  income,   foreign   exchange  gains  or  losses,   and  other
non-operating  items. Other income, net increased $54.5 million to $48.4 million
income for the year ended  December 31, 1999 from $6.1  million  expense for the
year ended  December 31, 1998.  This  increase was primarily the result of $58.6
million in gains realized from sales in secondary  offerings of a portion of our
equity  in  Equant  N.V.  ("Equant"),  and  $5.5  million  in net  gains  on the
unrealized  appreciation  in  our  technology  investments.   These  gains  were
partially  offset by a $6.4  million  increase  in net  interest  expense due to
increased  debt levels to fund  repurchases  of our Common Stock.  The remaining
decrease is primarily attributable to lower foreign exchange gains.

     INCOME TAXES.  Income taxes  increased  $13.2 million,  or 10.2%, to $143.1
million for the year ended  December  31, 1999 from $129.9  million for the year
ended  December 31, 1998.  The  increase  was a result of higher  income  before
income  taxes for the year ended  December  31, 1999  compared to the year ended
December 31, 1998.  Partially offsetting this increase was the impact of a lower
effective tax rate in 1999. As a result of successful  tax planning,  we reduced
our 1999 effective tax rate by 30 basis points to 39.6 percent from 39.9 percent
in 1998.

     NET INCOME. Net income increased $22.6 million, or 11.6%, to $218.2 million
for the year ended  December  31,  1999 from  $195.6  million for the year ended
December 31, 1998.  Net income as a  percentage  of revenues  increased to 14.3%
from 13.2% over the same period.

1998 Compared to 1997

     REVENUES.  Revenues increased $224.7 million, or 17.9%, to $1,480.8 million
for the year ended  December 31, 1998 from  $1,256.1  million for the year ended
December 31, 1997.  The 1998  revenues  include the impact of the acquired  NDCs
whereas  1997  revenues,  prior  to  the  NDC  Acquisitions,  represent  Galileo
International  Partnership  revenues.  Assuming the NDC Acquisitions occurred on
January 1, 1997,

---------
(1)    See Statement Regarding Forward-Looking Statements on page 22.

                                       17
<PAGE>

revenues for the year ended December 31, 1997, on a pro forma basis,  would have
increased   $95.4  million   ($40.7  million   increase  in  electronic   global
distribution  services  and $54.7  million  increase  in  information  services)
representing primarily revenue from subscribers for hardware, software and other
services and revenue from airlines for information services performed. Comparing
1998 to pro forma 1997,  revenues increased $129.3 million, or 9.6%, to $1,480.8
million for the year ended December 31, 1998 from $1,351.5  million in pro forma
revenues for the year ended December 31, 1997.

     Growth  in 1998  versus  1997  pro  forma  electronic  global  distribution
services revenues resulted primarily from an increase in airline booking volumes
of 2.5% and an increase in car, hotel and leisure booking volumes of 6.6% during
the year ended  December  31, 1998 as compared  to the year ended  December  31,
1997.  Total  international  booking volumes  increased 7.2% for the year, while
U.S. booking volumes declined 2.1% over the same period last year. Reported U.S.
bookings  declined due to a new fee  structure we introduced in North America in
March 1998 that only  charges  airline  vendors  for passive  bookings  that are
ticketed.  We report only those  bookings for which we receive a fee.  Excluding
passive airline bookings, growth in active bookings for the year was 1.3% in the
United States.  The increase in  international  booking volumes for the year was
driven by strong growth in Europe,  the Middle East,  Southeast Asia and Africa.
An air booking fee price  increase that went into effect March 1, 1998 and other
yield improvements also contributed to the revenue growth during the year.

     COST OF OPERATIONS.  Cost of operations  expenses increased $183.0 million,
or 47.5%,  to $568.3  million for the year ended  December  31, 1998 from $385.3
million for the year ended December 31, 1997.  1998 expenses  include the impact
of the NDC Acquisitions as well as the impact of the 1998 Canada Acquisition and
Nordiska Acquisition from the date of each acquisition.  1997 expenses, prior to
the NDC Acquisitions,  represent  Galileo  International  Partnership  expenses.
Additionally,  in conjunction with the NDC Acquisitions,  Nordiska  Acquisition,
Canada  Acquisition  and  the  Shepherd  Systems  Acquisition,   we  record  the
amortization of the excess of the cost of these acquisitions over the fair value
of the net assets acquired and the amortization of other  intangibles  acquired.
Assuming  the NDC  Acquisitions  occurred on January 1, 1997,  pro forma cost of
operations  for the year ended  December  31, 1997 would have  increased  $156.6
million to $541.9  million.  This  increase  is caused by  additional  operating
expenses that were  partially  offset by lower  commissions  as we no longer pay
commissions,  but instead incur the direct costs of distributing our products in
these markets.  The additional  operating  expenses  represent  principally  the
wages, maintenance, communication costs and depreciation of the acquired NDCs.

     Comparing  1998 to pro forma 1997,  cost of operations  expenses  increased
$26.4  million,  or 4.9%, to $568.3 million for the year ended December 31, 1998
from $541.9  million in pro forma expenses for the year ended December 31, 1997.
As a  result  of the  Canada  Acquisition  and  Nordiska  Acquisition,  cost  of
operations  expenses  increased $14.3 million as we incurred the direct costs of
operating in these  markets  since the date of each  acquisition.  The remaining
increase was primarily  attributable  to higher wages for  technical  personnel,
increased  communication costs due to market expansion and increased maintenance
costs for  subscriber  equipment  at  agency  locations,  partially  offset by a
reduction in network services  provided to an airline vendor.  Subsequent to the
NDC  Acquisitions,   Nordiska  Acquisition  and  Canada  Acquisition,   cost  of
operations  expense  growth was lower than  revenue  growth due to  management's
continued  focus  on  operating   efficiency  and  savings   realized  from  the
integration of the acquired NDCs. During 1998, we continued to take advantage of
decreasing  technology  costs  on Data  Centre  equipment  and  have  negotiated
favorable supplier contracts for subscriber equipment.

     COMMISSIONS,  SELLING AND ADMINISTRATIVE EXPENSES. Commissions, selling and
administrative expenses decreased $84.7 million, or 13.2%, to $554.5 million for
the year ended December 31, 1998 from $639.2 million for the year ended December
31, 1997. NDC commissions and subscriber  incentive  payments  decreased  $128.2
million,  or 26.1%,  to $363.6 million for the year ended December 31, 1998 from
$491.8  million for the year ended December 31, 1997. The increase in electronic
global distribution  services revenues resulted in increased commissions to NDCs
which  was more  than  offset  by the  elimination  of  commissions  paid to the
acquired NDCs as, subsequent to these acquisitions, we no longer

                                       18

<PAGE>

pay commissions but instead incur the direct cost of operating in these markets.
NDC  commissions  are generally  based on a percentage  of booking  revenues and
have,  therefore,  grown at a rate consistent with the growth in booking fees by
country.  Incentive  payments,  which are  provided to  subscribers  in order to
maintain and expand our travel agency customer base, increased  significantly in
1998 due to the initiation of new deals with multinational  accounts, as well as
the impact of payments to subscribers previously borne by the acquired NDCs.

     Remaining  commissions,   selling  and  administrative  expenses  increased
primarily  because  1998  expenses  include  the impact of the NDC  Acquisitions
whereas  1997  expenses,   prior  to  these   acquisitions,   represent  Galileo
International  Partnership  expenses.  In addition,  the Canada  Acquisition and
Nordiska  Acquisition,  accruals  for  estimated  payments  under  the  Services
Agreements  and a new  employee  profit  sharing  program  resulted in increased
expenses,  which were partially offset by $13.4 million in favorable settlements
of contractual disputes from prior years.

     SPECIAL  CHARGES.  We recorded  special charges of $26.4 million during the
year  ended  December  31,  1998  related  to a  strategic  realignment  of  our
operations in the United Kingdom.  Special charges include severance  provisions
of $15.0  million  and $11.4  million  in costs  related to  disposition  of the
current United Kingdom facilities.

     We recorded special charges of $20.1 million during the year ended December
31, 1997 related to the  integration  of the acquired NDCs into our  operations.
Special  charges were  comprised  primarily of $12.3 million in severance  costs
related to termination of employees and $7.8 million of other integration costs,
principally related to duplicate facilities.

     OTHER INCOME  (EXPENSE).  Other income (expense)  includes interest expense
net of interest  income,  and foreign  exchange  gains or losses.  Other  income
(expense)  increased  $0.2 million,  to $6.1 million  expense for the year ended
December  31, 1998 from $5.9  million  expense for the year ended  December  31,
1997.  This increase was primarily the result of lower  interest  income arising
from lower average cash and cash equivalents.

     INCOME  TAXES.  No  provision  for U.S.  federal and state income taxes was
recorded prior to July 30, 1997 as such liability was the  responsibility of the
partners of Galileo International Partnership,  rather than of the Company. As a
result of the July 30, 1997 merger of Galileo  International  Partnership into a
wholly owned limited  liability  company  subsidiary  of Galileo  International,
Inc., we recorded  initial deferred income taxes of $15.3 million to reflect the
establishment  of deferred tax assets and liabilities in 1997.  Remaining income
taxes for 1997 represent U.S.  federal and state income taxes subsequent to July
30, 1997 and income taxes for certain of our non-U.S.  subsidiaries.  Subsequent
to the Merger, our effective tax rate is approximately 40%.

     NET INCOME.  Net income was $195.6  million for the year ended December 31,
1998.  Net income was $161.6  million for the year ended  December 31, 1997. Net
income in 1998 reflects the  recognition of U.S.  federal and state income taxes
for the entire year.

Liquidity and Capital Resources

     Cash and cash equivalents  totaled $1.8 million and working capital totaled
$(88.8)  million  at  December  31,  1999.  Excluding  $121.0  million  in  debt
outstanding under our 364-day credit agreement, which was used to fund a portion
of our  repurchases of Common Stock for treasury,  working capital totaled $32.2
million at December 31, 1999.  At December 31, 1998,  cash and cash  equivalents
totaled $9.8 million and working  capital  totaled $11.7 million.  Cash and cash
equivalents  decreased by $8.0 million as we carefully monitor cash requirements
and utilize excess cash to pay down  outstanding  debt and repurchase  shares of
our Common Stock.

     Cash flow used in investing activities  principally relates to purchases of
mainframe  data  processing  and network  equipment  and  purchases  of computer
equipment  provided  to our travel  agency  subscribers.

                                       19

<PAGE>

Capital  expenditures,  excluding the  capitalization  of  internally  developed
software,  were $92.5  million for the year ended  December 31, 1999 compared to
$98.7 million for the year ended  December 31, 1998. In addition,  we used $29.5
million   to   acquire   minority    ownership   equity   positions   in   seven
technology-related  companies  during  the year  ended  December  31,  1999.  We
received  $58.7  million in  proceeds  from sales in  secondary  offerings  of a
portion of our equity in Equant during the year ended December 31, 1999.

     Cash flow used in  financing  activities  for the year ended  December  31,
1999, includes  repurchases of Common Stock for treasury totaling $635.5 million
and dividends paid to our  stockholders  totaling  $33.9  million.  We also paid
$25.5 million to terminate two equipment  leases  related to Swindon data center
assets pursuant to advantageous early termination  provisions allowed within the
leases. During the year ended December 31, 1999, net borrowings under our credit
facilities  totaled $485.9 million and we have $79.0 million available under our
revolving credit facilities at December 31, 1999.

     We expect that future cash  requirements  will  principally  be for capital
expenditures,  repayments of  indebtedness,  repurchases of our Common Stock for
treasury,  acquisitions of additional NDCs and other potential acquisitions that
are aligned with our strategic direction.  (1) We believe that cash generated by
operating  activities  will be sufficient to fund our future cash  requirements,
except that  significant  acquisitions,  investments,  or share  repurchases may
require additional borrowings or other financing alternatives. (1)

     In connection  with the NDC  Acquisitions  and the Canada  Acquisition,  we
entered into Services Agreements for the provision of certain marketing services
with the sellers (or  affiliates  of such sellers) of ATS,  Traviswiss,  Galileo
Nederland  and Galileo  Canada  whereby such sellers (or such  affiliates)  will
provide services to us related to growing the respective  business operations of
the acquired NDCs. Pursuant to the Services  Agreements,  we will be required to
pay the sellers (or such affiliates of the sellers) of ATS, Traviswiss,  Galileo
Nederland and Galileo Canada fees of up to $123.0  million  (reduced from $200.0
million  as a result of the  qualified  special-purpose  entity  transaction  in
December 1999 - see  discussion  below),  $6.8  million,  $4.7 million and $20.5
million  (each on a  present  value  basis  as of the  date of the  agreements),
respectively,  in the sixth year (eighth  year for a portion of Galileo  Canada)
following the acquisitions,  contingent upon improvements in our airline booking
fee revenue in the sellers'  respective  territories  over the five-year  period
following  each  acquisition,  as measured by the annual price increase rate and
over the  five-year  period  (seven-year  period in the case of Galileo  Canada)
following each acquisition, as measured by the annual air segment growth rate.

     In December 1999, we created and  transferred  $97.3 million in assets to a
qualified  special-purpose  entity to provide for payment to United  Airlines of
the  price-increase  portion of our liability under the ATS services  agreement.
This payment was funded by our cash flow from operations,  sales of a portion of
our equity in Equant, and borrowings under our existing credit  facilities.  For
the remainder of the ATS services  agreement and all other Services  Agreements,
we have reviewed and, to the extent deemed appropriate, established accruals for
these payments  based on an evaluation of the likelihood  that the revenue goals
required  under the terms of these  agreements  will be met. We do not expect to
incur any  liability  related to the air  segment  growth  component  of the ATS
services  agreement.  (1) As of December  31, 1999 and 1998,  accruals  totaling
$13.9  million  and $9.3  million,  respectively,  have  been  recorded  and are
reflected in the accompanying consolidated balance sheets.

     In  addition  to  reinvesting  a  substantial  portion of  earnings  in our
business,  we  currently  intend  to  pay  regular  quarterly  dividends  and to
repurchase  additional  shares of our  Common  Stock.  (1) The  declaration  and
payment of future  dividends,  as well as the amount thereof,  and the amount of
future  repurchases  of our Common Stock beyond the existing  $750 million stock
repurchase  program are subject to the  discretion of our Board of Directors and
will  depend  upon  our  results  of  operations,   financial  condition,   cash
requirements, future prospects and other factors deemed relevant by the Board of
Directors.  There can be no  assurance  that we will  declare and pay any future
dividends or repurchase additional shares of our Common Stock.

--------
(1)   See Statement Regarding Forward-Looking Statements on page 22.

                                       20

<PAGE>

Recent Developments

     On  January  27,  2000,  we  announced  our  intention  to  acquire  Travel
Automation  Services  Limited,  which includes Galileo UK, our NDC in the United
Kingdom,  from British  Airways Plc.  (1) Galileo UK  distributes  our system to
travel agents across the United Kingdom and provides travel technology solutions
tailored to the unique requirements of the United Kingdom market.

     On February 8, 2000, we announced plans to acquire the remaining  ownership
interest in TRIP.com,  a leading online travel service and technology  provider.
(1) At December 31, 1999, we owned approximately 20% of TRIP.com. Under terms of
the  acquisition,  which we expect to close during the first quarter of 2000, we
will purchase the remaining  ownership interest for $269.0 million in a combined
stock and cash transaction. (1) Upon combining our existing Internet assets into
TRIP.com,   we  plan  to  investigate   capital  structure  options,   including
potentially  selling a portion of TRIP.com in a public offering.  (1) We plan to
fund the  acquisition of TRIP.com with  additional bank financing and are in the
process of completing a new line of credit with our lenders. (1)

--------

(1)   See Statement Regarding Forward-Looking Statements on page 22.




                                       21


<PAGE>

Statement Regarding Forward-Looking Statements

      Statements  in this report  that are not  strictly  historical,  including
statements as to plans,  objectives and future performance,  are forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933 and
Section  21E of the  Securities  Exchange  Act of  1934.  We  have  based  these
forward-looking  statements on our current  expectations  and projections  about
future  events.  We undertake  no  obligation  to publicly  update or revise any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.  These forward-looking  statements are subject to risks and
uncertainties  that could cause  actual  events or results to differ  materially
from  the  events  or  results  expressed  or  implied  by  the  forward-looking
statements.   You  are   cautioned   not  to  place  undue   reliance  on  these
forward-looking   statements.   Risks  and  uncertainties  associated  with  our
forward-looking  statements  include,  but are not  limited  to:  the  loss  and
inability to replace the  bookings  generated by one or more of our five largest
travel  agency  customers;   our  ability  to  effectively   execute  our  sales
initiatives in key markets;  our sensitivity to general economic  conditions and
events that affect  airline  travel and the  airlines  that  participate  in our
Apollo  and  Galileo  systems;  circumstances  relating  to  our  investment  in
technology,   including  our  ability  to  timely  develop  and  achieve  market
acceptance of new products;  our ability to  successfully  expand our operations
and service offerings in new markets,  including the on-line travel market;  our
ability to manage administrative,  technical and operational issues presented by
our expansion  plans and  acquisitions of other  businesses;  the results of our
international  operations  and expansion into  developing  and new  computerized
reservation  system ("CRS") markets,  governmental  approvals,  trade and tariff
barriers, and political risks; new or different legal or regulatory requirements
governing the CRS industry;  and natural  disasters or other calamities that may
cause significant damage to our Data Centre facility.



                                       22

<PAGE>

Effect of Recently Issued Accounting Pronouncements

     We will  implement  the  provisions  of Statement  of Financial  Accounting
Standards  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities"  ("Statement  133"),  which is required to be adopted for  financial
statements  issued for the fiscal year ending  December 31, 2000.  Statement 133
standardizes  the  accounting  for  derivative  instruments,  including  certain
derivative instruments embedded in other contracts,  by requiring that an entity
recognize  those items as assets or  liabilities  in the  statement of financial
position and measure them at fair value.  Management  believes  that adoption of
Statement 133 will not have a material impact on our financial statements.

Year 2000 (1)

     The Year 2000 issue was a result of computer  programs  being written using
two digits rather than four to define the  applicable  year. Any of our computer
programs  or  systems  or  those  of  our  vendors  and   suppliers   that  have
date-sensitive software could have recognized a date using "00" as the year 1900
rather than 2000.

     Beginning in September  1995,  we  implemented  a program  designed to help
ensure that all hardware  and software  used in  connection  with our  business,
including our software products,  would manage and manipulate data involving the
transition of dates from 1999 to 2000 without functional or data abnormality and
without producing inaccurate results related to such dates. An internal analysis
of our hardware and software led us to conclude that the majority of our systems
had been engineered to be Year 2000 compliant and,  indeed,  provided a seamless
transition  to the  Year  2000.  In  addition,  we  consulted  outside  experts,
including attorneys and independent auditors, regarding our Year 2000 plans.

     We  electronically  exchange  information  with the computer systems of our
travel vendor customers and suppliers,  including air, car, hotel,  cruise, rail
and other vendors.  We use standardized  travel industry  interchange formats to
electronically  exchange  information  with many of these vendor  customers  and
suppliers.  Many of these  formats did not require  modification  in order to be
Year  2000  compliant.  Where  required,  modifications  to these  formats  were
completed.  Our GlobalFares system began  successfully  processing airline fares
with Year 2000 dates in July  1998.  The  investigation  and  assessment  of our
network  systems was complete and  remediation was finalized in October 1999. In
the third quarter of 1999, we completed  remediation of our travel  agency-based
software and distributed upgrades for operating systems and package installation
systems. The Year 2000 remediation for most of our travel agency-based  software
addressed  aesthetic  modifications  and was not essential  for the  reservation
booking and ticketing capability of these products.

     Remediation planning for country-specific  software solutions  facilitating
travel agency access to certain third party vendors is complete.  Agency premise
software  remediation  was completed in November  1999.  Remediation  activities
related to our mainframe computer systems,  which include our Galileo and Apollo
CRSs,  were  completed  on  schedule in 1998.  Our  Galileo  and Apollo  systems
successfully  processed  the first Year 2000  airline  reservation  bookings  on
January 3, 1999 and February 4, 1999,  respectively,  with airlines that support
Year 2000 in their  systems.  All  non-mainframe  activities  were  completed in
November 1999.

     Embedded  systems are not an integral  component in our primary business or
operations.  Nevertheless,  we  identified  and validated as compliant or, where
necessary,  remediated  embedded  systems  in  certain  of  our  facilities  and
environmental  systems.  We saw no material  adverse  impact to our  business or
operations related to Year 2000 performance of embedded systems.

---------
(1)   See Statement Regarding Forward-Looking Statements on page 22.

                                       23
<PAGE>

     Testing was a critical component in our Year 2000 preparedness program. Our
system  for Year 2000  hardware  and  software  validation  -- called  the "Time
Machine" -- was essentially a copy of our production environment which performed
date-sensitive  tests and  supported  connectivity  to the systems of our vendor
customers,  suppliers  of data,  NDCs and certain  other third  parties  without
interrupting   existing  systems  and  without  risk  of  contaminating   "live"
production data.

     Contingency  plans  were in  place  for  all  mainframe  and  non-mainframe
activities.  Our contingency plans identified the interruption of local services
provided by third  parties,  such as  telecommunication  firms and power  supply
companies,  as the events  that would be most likely to occur.  Our  contingency
planning  involved  risk  assessment  for  all of  our  business  functions  and
operating and staff departments, including the identification of assumptions and
dependencies. The contingency plans for each business function and operating and
staff  department  provided for proactive  preparation for Year 2000 challenges,
checklists  of activities  to perform for  validation  of possible  failures and
reactive  planning  to address any actual Year 2000  failures.  The  contingency
plans also addressed  on-site staff coverage on January 1, 2000 for all relevant
operating  and  staff  departments,  and  included  support  personnel  from our
critical hardware and software suppliers.

     As an electronic global  distribution  services  company,  our products are
dependent  upon data provided by our air, car,  hotel and tour vendor  customers
and  other  suppliers  of  data.  We are  also  dependent  on  critical  service
providers,  such as telecommunications firms for worldwide product distribution.
We worked  closely with third  parties,  including  our NDCs,  to determine  the
extent to which our  interface  systems  were  vulnerable  to  failure  by these
parties to remediate their own Year 2000-sensitive systems.

     The interruption of services provided by critical service  providers,  such
as  telecommunications  firms and power supply companies,  due to their own Year
2000 difficulties,  could have had a material adverse effect on our business and
operations.  With  respect to bookings  for travel  after  January 1, 2000,  any
failure on our part or on the part of our vendor  customers,  other suppliers of
data or NDCs to ensure that systems are Year 2000 compliant,  regardless of when
such bookings occur,  could have had a material  adverse effect on our business,
financial condition or results of operations.

     We incurred  $4.9 million of expenses in 1999,  $8.0 million of expenses in
1998 and $4.4 million of expenses in 1997 related to Year 2000 remediation.  All
of  these  costs  were  expensed  as  incurred.   Further,   we  believe  future
expenditures  will total  approximately  $0.4 million in 2000 to  remediate  and
replace less critical software applications and embedded systems; however, we do
not expect these  expenses to have a material  adverse  effect on our  business,
financial condition, or results of operations.

     The cost of our Year  2000  project  and the dates on which we  planned  to
complete our Year 2000  modifications were based on management's best estimates,
which were  derived  utilizing  numerous  assumptions  of future  events,  third
parties' Year 2000 readiness and other factors.

New European Currency

     In January 1999, certain European countries  introduced a new currency unit
called the "euro". We planned,  developed and successfully implemented a project
to ensure  that  hardware  and  software  systems  operated  or  licensed in our
business,  including  systems provided to our travel agency  subscribers and our
vendor  customers,  are designed to properly  process  reservations  in the euro
currency. We completed the necessary development and successfully issued tickets
in the new single currency on the first official  trading day,  January 4, 1999.
We estimate that the introduction of the euro, including the total costs for the
euro  project,  will not  have a  material  effect  on our  business,  financial
condition, and results of operations. (1)

---------
(1)   See Statement Regarding Forward-Looking Statements on page 22.

                                       24


<PAGE>

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Certain of our expenses are subject to  fluctuations in currency values and
interest  rates.  We address  these risks  through a controlled  program of risk
management that includes the use of derivative  financial  instruments.  To some
degree, we are exposed to  credit-related  losses in the event of nonperformance
by counterparties to financial  instruments,  but management does not expect any
counterparties  to  fail to meet  their  obligations  given  their  high  credit
ratings.  (1) We do not  hold or  issue  derivative  financial  instruments  for
trading purposes.

     As discussed in the notes to consolidated  financial  statements,  we enter
into foreign  exchange  forward  contracts to manage exposure to fluctuations in
foreign  exchange  rates  related to the funding of our  European  and  Canadian
operations.  At December 31, 1999, we have entered into foreign exchange forward
contracts  that provide for purchases of GBP 1.3 million,  CAD 6.5 million,  and
EUR 13.0 million at various dates  throughout  2000. At December 31, 1999,  1998
and 1997, the notional  principal amounts of outstanding  forward contracts were
$19.6 million, $31.1 million and $62.4 million,  respectively. The fair value of
outstanding  forward  contracts at December  31,  1999,  1998 and 1997 was $0.03
million, $0.8 million and $1.4 million, respectively.

     We are party to a $200 million 364-day credit  agreement and a $400 million
five-year credit agreement (collectively,  the "Credit Agreements") with a group
of banks.  Interest  on the  borrowings  may be  either  Base  rate,  CD rate or
Euro-dollar  rate based.  For the year ended  December 31, 1999,  the  effective
interest rate for loans  outstanding  under the Credit  Agreements was 6.47%. If
interest rates had averaged 10% higher in 1999, our interest  expense would have
hypothetically increased by $1.5 million. This amount was calculated by applying
the  hypothetical  increase to the  applicable  interest  rates and  outstanding
principal throughout the year.

     We have also entered into interest rate swap agreements to convert portions
of our variable  rate debt to fixed rate.  We account for our interest rate swap
agreements as a hedge of our interest rate exposure.  At December 31, 1999, 1998
and 1997, we had outstanding interest rate swap agreements with a total notional
value of $34.4 million,  $34.4 million,  and $89.0 million,  respectively,  with
fixed interest rates averaging 5.87%, 5.87%, and 5.03%,  respectively.  The fair
value of  outstanding  swap  agreements at December 31, 1999,  1998 and 1997 was
$1.0 million, $(1.0) million and $0.5 million, respectively.

     We are  also  exposed  to  equity  price  risks  on the  marketable  equity
securities we hold for strategic purposes.  Assuming a 20% adverse change in the
December 31, 1999 equity  prices of our  marketable  securities,  our  financial
position would not be materially affected. (1)

---------
(1)   See Statement Regarding Forward-Looking Statements on page 22.


                                       25

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                                   PAGE
                                                                   ----

 Financial Statements of Galileo International, Inc.
 (Formerly Galileo International Partnership through July 30,
 1997)

   Independent Auditors' Report                                     27

   Consolidated Balance Sheets as of December 31, 1999 and 1998     28

   Consolidated Statements of Income for the years ended            30
   December 31, 1999, 1998 and 1997

   Consolidated Statements of Cash Flows for the years ended        31
   December 31, 1999, 1998 and 1997

   Consolidated Statements of Stockholders' Equity for the          32
   years ended December 31, 1999, 1998 and 1997

 Notes to Consolidated Financial Statements                         33



                                       26

<PAGE>

                          Independent Auditors' Report

The Board of Directors
Galileo International, Inc.:

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Galileo
International, Inc. and subsidiaries (the "Company") as of December 31, 1999 and
1998, and the related consolidated  statements of income,  stockholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
1999. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,   in  all  material   respects,   the  financial   position  of  Galileo
International,  Inc. and  subsidiaries as of December 31, 1999 and 1998, and the
results  of their  operations  and their cash flows for each of the years in the
three-year period ended December 31, 1999 in conformity with generally  accepted
accounting principles.

                                    KPMG LLP

Chicago, Illinois

January 31, 2000, except for Note 15 which is as of February 8, 2000


                                       27

<PAGE>


                           GALILEO INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)
<TABLE>
                                                                    December 31,
                                                           --------------------------
                                                                 1999          1998
                                                                 ----          ----
                         ASSETS
                         ------
Current assets:
<S>                                                            <C>            <C>
    Cash and cash equivalents                                  $ 1,794        $ 9,828
    Accounts receivable:
      Trade receivables and others                             166,885        159,225
      Due from affiliates                                       19,057         32,380
                                                           ------------   ------------
                                                               185,942        191,605
      Less allowances                                            7,819         13,747
                                                           ------------   ------------
    Net accounts receivable                                    178,123        177,858
    Deferred tax assets                                         15,338         31,885
    Prepaid expenses                                            13,240         11,711
    Other current assets                                        21,955         12,245
                                                           ------------   ------------
      Total current assets                                     230,450        243,527
Property and equipment, at cost:
    Land                                                         6,470          6,470
    Buildings and improvements                                  72,219         77,210
    Equipment                                                  354,686        392,299
                                                           ------------   ------------
                                                               433,375        475,979
    Less accumulated depreciation                              242,498        281,010
                                                           ------------   ------------
Net property and equipment                                     190,877        194,969
Computer software, at cost                                     430,706        413,212
    Less accumulated amortization                              269,912        223,965
                                                           ------------   ------------
Net computer software                                          160,794        189,247
Intangible assets, at cost:
    Customer lists                                             406,614        405,600
    Goodwill                                                   189,097        197,676
    Other                                                       64,167         56,535
                                                           ------------   ------------
                                                               659,878        659,811
    Less accumulated amortization                               87,742         50,005
                                                           ------------   ------------
Net intangible assets                                          572,136        609,806
Long-term investments                                           29,033          5,076
Other noncurrent assets                                         71,903         48,455
                                                           ------------   ------------
                                                           $ 1,255,193    $ 1,291,080
                                                           ============   ============


                                     (Continued)

            See accompanying notes to consolidated financial statements.

                                       28

<PAGE>

                             GALILEO INTERNATIONAL, INC.
                       CONSOLIDATED BALANCE SHEETS (continued)
                          (in thousands, except share data)

                                                                    December 31,
                                                           ---------------------------
                                                                1999           1998
                                                                ----           ----
              LIABILITIES AND STOCKHOLDERS' EQUITY
              ------------------------------------
Current liabilities:
    Accounts payable:
      Trade payables and other                                $ 45,676       $ 30,876
      Due to affiliates                                          2,358         16,025
                                                           ------------   ------------
                                                                48,034         46,901
    Accrued commissions                                         33,722         32,424
    Accrued restructuring costs                                  4,393         29,457
    Accrued compensation and benefits                           19,939         24,584
    Income taxes payable                                         2,785         11,873
    Other accrued taxes                                         11,803         14,580
    Other accrued liabilities                                   77,467         66,031
    Capital lease obligations, current portion                     110          5,976
    Long-term debt, current portion                            121,000              -
                                                           ------------   ------------
      Total current liabilities                                319,253        231,826
Pension and postretirement benefits                             68,466         55,982
Deferred tax liabilities                                        14,656         25,404
Other noncurrent liabilities                                    24,741         42,969
Capital lease obligations, less current portion                     92         22,752
Long-term debt, less current portion                           434,392         69,520
                                                           ------------   ------------
Total liabilities                                              861,600        448,453
Stockholders' equity:
    Special voting preferred stock:  $.01 par value;
      3 and 7 shares authorized; 3 and 7 shares issued
      and outstanding                                              ---            ---
    Preferred stock:  $.01 par value;  25,000,000 shares
      authorized; no shares issued                                 ---            ---
    Common stock:   $.01 par value;   250,000,000 shares
      authorized; 105,038,035 and 104,930,750 shares issued;
      89,999,435 and 104,761,650 shares outstanding              1,050          1,049
    Additional paid-in capital                                 671,615        668,466
    Retained earnings                                          368,843        184,575
    Unamortized restricted stock grants                         (2,761)        (3,559)
    Accumulated other comprehensive income                      (2,866)        (1,139)
    Common stock held in treasury, at cost:  15,038,600
      and 169,100 shares                                      (642,288)        (6,765)
                                                           ------------   ------------
Total stockholders' equity                                     393,593        842,627
                                                           ------------   ------------
                                                           $ 1,255,193    $ 1,291,080
                                                           ============   ============

</TABLE>

            See accompanying notes to consolidated financial statements.

                                       29
<PAGE>

<TABLE>

                                   GALILEO INTERNATIONAL, INC.
                (FORMERLY GALILEO INTERNATIONAL PARTNERSHIP THROUGH JULY 30, 1997)
                                CONSOLIDATED STATEMENTS OF INCOME
                                (in thousands, except share data)


                                                                    Year ended December 31,
                                                             --------------------------------------
                                                                1999         1998         1997
                                                                ----         ----         ----

Revenues:
<S>                                                          <C>          <C>          <C>
   Electronic global distribution services                   $ 1,452,101  $ 1,342,705  $ 1,180,114
   Information services                                           74,001      138,113       75,989
                                                             ------------ ------------ ------------
                                                               1,526,102    1,480,818    1,256,103
Operating expenses:
   Cost of operations                                            527,716      568,271      385,298
   Commissions, selling and administrative                       613,617      554,509      639,164
   (Recovery of) Special charges - restructurings                (11,359)      26,460       20,111
   Special charge - services agreement                            83,226          ---         ---
                                                             ------------ ------------ ------------
                                                               1,213,200    1,149,240    1,044,573
                                                             ------------ ------------ ------------
Operating income                                                 312,902      331,578      211,530
Other income (expense):
   Interest expense, net                                         (16,004)      (9,629)      (8,842)
   Other, net                                                     64,374        3,532        2,925
                                                             ------------ ------------ ------------
Income before income taxes                                       361,272      325,481      205,613
Income taxes:
   Income taxes                                                  143,064      129,867       28,641
   Initial deferred income taxes                                     ---          ---       15,335
                                                             ------------ ------------ ------------
                                                                 143,064      129,867       43,976
                                                             ------------ ------------ ------------
Net income                                                     $ 218,208    $ 195,614    $ 161,637
                                                             ============ ============ ============

Income before income taxes as reported                                                   $ 205,613
Pro forma income tax expense                                                                82,245
                                                                                       ------------
Pro forma net income                                                                     $ 123,368
                                                                                       ============
Weighted average shares outstanding (1999 and 1998)
   and pro forma weighted average shares outstanding
   1997                                                       98,140,621  104,796,282   94,999,875
                                                             ============ ============ ============
Basic earnings per share (1999 and 1998) and pro forma
   basic earnings per share (1997)                                $ 2.22       $ 1.87       $ 1.30
                                                             ============ ============ ============
Diluted weighted average shares outstanding (1999 and
   1998) and pro forma diluted weighted average shares
   outstanding (1997)                                         98,813,522  105,186,241   95,024,199
                                                             ============ ============ ============
Diluted earnings per share (1999 and 1998) and pro forma
   diluted earnings per share (1997)                              $ 2.21       $ 1.86       $ 1.30
                                                             ============ ============ ============


                       See accompanying notes to consolidated financial statements.
</TABLE>


                                                  30
<PAGE>

<TABLE>
                                 GALILEO INTERNATIONAL, INC.
                  (FORMERLY GALILEO INTERNATIONAL PARTNERSHIP THROUGH JULY 30, 1997)
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (in thousands)

                                                                      Year ended December 31,
                                                                 ----------------------------------
                                                                   1999        1998        1997
                                                                   ----        ----        ----

Operating activities:
<S>                                                              <C>         <C>         <C>
   Net income                                                   $ 218,208    $ 195,614   $ 161,637
   Adjustments to reconcile net income to net cash provided
    by operating activities:
      Depreciation and amortization                               167,097      172,537     134,073
      Loss (gain) on disposal of property and equipment               227         (419)        728
      Gain on sale of investments in equity securities            (58,574)         ---         ---
      Unrealized gain on trading securities                       (10,492)         ---         ---
      Deferred income taxes, net                                    6,516       (5,167)     15,284
      Changes in operating assets and liabilities, net of
        effects from acquisition of businesses:
        Accounts receivable, net                                   (1,209)      (8,149)      6,998
        Other current assets                                        3,194       (2,826)      1,377
        Noncurrent assets                                         (18,299)     (28,428)    (10,281)
        Accounts payable and accrued commissions                    3,111        2,903       6,057
        Accrued liabilities                                       (13,848)      30,258      (8,536)
        Income taxes payable                                       (8,794)      10,140      (3,973)
        Noncurrent liabilities                                     (5,962)      12,615      21,374
                                                                 ---------   ----------  ----------
Net cash provided by operating activities                         281,175      379,078     324,738
Investing activities:
   Purchase of property and equipment                             (84,445)     (89,442)    (53,696)
   Purchase and capitalization of computer software               (20,657)     (23,496)    (33,449)
   Proceeds on disposal of property and equipment                   1,745        3,750         322
   Proceeds from sale of investments in equity securities          58,725          ---         ---
   Acquisition of businesses, net of cash acquired in 1998
      and 1997 of  $3,576 and $26,244, respectively                   ---      (50,433)   (688,451)
   Purchase of investments in equity securities                   (29,533)      (5,076)        ---
   Other investing activities                                      (5,757)         ---         ---
                                                                 ---------   ----------  ----------
Net cash used in investing activities                             (79,922)    (164,697)   (775,274)
Financing activities:
   Borrowings under credit agreements                             574,000       49,392     450,000
   Repayments under credit agreements                             (88,128)    (230,004)   (320,000)
   Dividends paid to stockholders                                 (33,940)     (29,871)     (6,288)
   Payments of capital lease obligations                          (27,701)      (7,311)     (4,149)
   Proceeds from sale of stock, net of fees paid                      ---          ---     384,288
   Repurchase of common stock for treasury                       (635,523)      (6,765)        ---
   Proceeds from exercise of employee stock options, net            3,150          787         ---
   Distributions to partners of Galileo International Partnership     ---          ---    (112,150)
   Other financing activities                                         213          ---         ---
                                                                 ---------   ----------  ----------
Net cash (used in) provided by financing activities              (207,929)    (223,772)    391,701
Effect of exchange rate changes on cash                            (1,358)        (148)          6
                                                                 ---------   ----------  ----------
Decrease in cash and cash equivalents                              (8,034)      (9,539)    (58,829)
Cash and cash equivalents at beginning of year                      9,828       19,367      78,196
                                                                 ---------   ----------  ----------
Cash and cash equivalents at end of year                        $   1,794    $   9,828   $  19,367
                                                                 =========   ==========  ==========

</TABLE>

                    See accompanying notes to consolidated financial statements.

                                              31
<PAGE>
<TABLE>


                                         GALILEO INTERNATIONAL, INC.
                      (FORMERLY GALILEO INTERNATIONAL PARTNERSHIP THROUGH JULY 30, 1997)
                               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                      (in thousands, except share data)

                                                                Special
                                                                Voting                  Additional
                                                  Partners'    Preferred     Common     Paid - in     Retained
                                                   Capital       Stock        Stock       Capital     Earnings
                                                  ---------    ---------    ---------   ----------   ----------


<S>                                               <C>          <C>          <C>         <C>          <C>
Balance at December 31, 1996                      $ 265,933    $       -    $       -   $        -   $        -
Comprehensive income prior to the Merger:
   Net income prior to the Merger                   136,517            -            -            -            -
   Foreign currency translation adjustments
    prior to the Merger                                   -            -            -            -            -
Comprehensive income prior to the Merger
Distributions to partners                          (112,150)           -            -            -            -
Conversion of partners' net investment into
   Common stock and Special voting preferred
   stock, 88,000,000 and 7 shares, respectively    (290,300)           -          880      279,568            -
Issuance of 16,799,700 shares of Common stock
   in initial public offering                             -            -          168      384,120            -
Comprehensive income subsequent to the Merger:
   Net income subsequent to the Merger                    -            -            -            -       25,120
   Foreign currency translation adjustments
   subsequent to the Merger                               -            -            -            -            -
Comprehensive income subsequent to the Merger
Dividends paid ($0.06 per share)                          -            -            -            -       (6,288)
                                                  ---------    ---------    ---------   ----------   ----------

Balance at December 31, 1997                              -            -        1,048      663,688       18,832
Comprehensive income:
   Net income                                             -            -            -            -      195,614
   Foreign currency translation adjustments               -            -            -            -            -
Comprehensive income
Issuance of 97,900 shares of restricted stock             -            -            1        3,991            -
Amortization of restricted stock grants                   -            -            -            -            -
Issuance of 33,150 shares of Common stock under
   employee stock option plans                            -            -            -          787            -
Repurchase of 169,100 shares of Common stock
   for treasury                                           -            -            -            -            -
Dividends paid ($0.285 per share)                         -            -            -            -      (29,871)
                                                  ---------    ---------    ---------   ----------   ----------

Balance at December 31, 1998                              -            -        1,049      668,466      184,575
Comprehensive income:
   Net income                                             -            -            -            -      218,208
    Unrealized holding losses on securities               -            -            -            -            -
    Foreign currency translation adjustments              -            -            -            -            -
   Other comprehensive income (loss)                      -            -            -            -            -
Comprehensive income
Amortization of restricted stock grants                   -            -            -            -            -
Issuance of 107,285 shares of Common stock under
   employee stock option plans                            -            -            1        3,149            -
Repurchase of 14,869,500 shares of Common stock                                          .
   for treasury                                           -            -            -            -            -
Retirement of 4 shares of Special voting preferred
   stock                                                  -            -            -            -            -
Dividends paid ($0.345 per share)                         -            -            -            -      (33,940)
                                                  ---------    ---------    ---------   ----------   ----------

Balance at December 31, 1999                      $       -          $ -      $ 1,050    $ 671,615    $ 368,843
                                                  =========    =========    =========   ==========   ==========

                                           (continued)
</TABLE>
<PAGE>

<TABLE>

                                   GALILEO INTERNATIONAL, INC.
                (FORMERLY GALILEO INTERNATIONAL PARTNERSHIP THROUGH JULY 30, 1997)
                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (continued)
                                (in thousands, except share data)

                                                              Accumlated
                                                Unamortized      Other
                                                 Restricted  Comprehensive  Treasury
                                                Stock Grants    Income       Stock         Total
                                                  ---------    ---------   ----------   ----------


<S>                                               <C>          <C>          <C>         <C>
Balance at December 31, 1996                      $       -    $ (10,558)   $       -   $  255,375
Comprehensive income prior to the Merger:
   Net income prior to the Merger                         -            -            -      136,517
   Foreign currency translation adjustments
    prior to the Merger                                   -          706            -          706
                                                                                        ----------
Comprehensive income prior to the Merger                                                   137,223
Distributions to partners                                 -            -            -     (112,150)
Conversion of partners' net investment into
   Common stock and Special voting preferred
   stock, 88,000,000 and 7 shares, respectively           -        9,852            -            -
Issuance of 16,799,700 shares of Common stock
   in initial public offering                             -            -            -      384,288
Comprehensive income subsequent to the Merger:
   Net income subsequent to the Merger                    -            -            -       25,120
   Foreign currency translation adjustments
   subsequent to the Merger                               -          128            -          128
                                                                                         ----------
Comprehensive income subsequent to the Merger                                               25,248
Dividends paid ($0.06 per share)                          -            -            -       (6,288)
                                                   --------    -----------   ---------  ----------

Balance at December 31, 1997                              -          128            -      683,696
Comprehensive income:
   Net income                                            -             -            -      195,614
   Foreign currency translation adjustments              -        (1,267)           -       (1,267)
                                                                                         ----------
Comprehensive income                                                                       194,347
Issuance of 97,900 shares of restricted stock       (3,992)            -            -            -
Amortization of restricted stock grants                433             -            -          433
Issuance of 33,150 shares of Common stock under
   employee stock option plans                           -             -            -          787
Repurchase of 169,100 shares of Common stock
   for treasury                                          -             -       (6,765)      (6,765)
Dividends paid ($0.285 per share)                        -             -            -      (29,871)
                                                   --------    ---------    ---------   ----------

Balance at December 31, 1998                        (3,559)       (1,139)      (6,765)     842,627
Comprehensive income:
   Net income                                            -             -            -      218,208
    Unrealized holding losses on securities              -        (1,122)           -       (1,122)
    Foreign currency translation adjustments             -          (605)           -         (605)
                                                                                        ----------
   Other comprehensive income (loss)                     -             -            -       (1,727)
                                                                                        ----------
Comprehensive income                                                                       216,481
Amortization of restricted stock grants                798             -            -          798
Issuance of 107,285 shares of Common stock under
   employee stock option plans                           -             -            -        3,150
Repurchase of 14,869,500 shares of Common stock
   for treasury                                          -             -     (635,523)    (635,523)
Retirement of 4 shares of Special voting preferred
   stock                                                 -             -            -            -
Dividends paid ($0.345 per share)                        -             -            -      (33,940)
                                                   --------    ---------    ---------   ----------

Balance at December 31, 1999                       $ (2,761)   $ (2,866)    $(642,288)   $ 393,593
                                                   ========    =========    =========   ==========



                            See accompanying notes to consolidated financial statements.
</TABLE>

                                                       32
<PAGE>

                           GALILEO INTERNATIONAL, INC.
                   Notes to Consolidated Financial Statements
                        (in thousands, except share data)


1.     SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

     Galileo International, Inc. (the "Company"), formerly Galileo International
Partnership,  is one of the  world's  leading  providers  of  electronic  global
distribution   services  for  the  travel  industry   utilizing  a  computerized
reservation  system  ("CRS").  The Company  provides  travel  agencies and other
subscribers  with the  ability to access  schedule  and fare  information,  book
reservations  and  issue  tickets  for  airlines.   The  Company  also  provides
subscribers  with  information  and  booking  capability   covering  car  rental
companies and hotel properties throughout the world. The Company distributes its
products in 107 countries on six continents.

Principles of Consolidation and Business Acquisitions

     The  consolidated  financial  statements  include  the  accounts of Galileo
International,   Inc.  and  all  majority-owned  subsidiaries.  All  significant
intercompany accounts and transactions are eliminated in consolidation.

     Effective July 30, 1997,  Galileo  International  Partnership merged into a
wholly owned limited liability company subsidiary of Galileo International, Inc.
(the  "Merger").  References to the Company mean, at all times prior to the time
of  the  Merger,   Galileo   International   Partnership  and  its  consolidated
subsidiaries and, at all times thereafter,  Galileo International,  Inc. and its
consolidated  subsidiaries.  In connection with the Merger, the Company effected
an initial  public  offering of its Common Stock,  par value $.01 per share (the
"Common  Stock")  at an  initial  public  offering  price of  $24.50  per  share
resulting in net proceeds to the Company,  after  exercise of the  underwriters
over-allotment  option,  of $384,288  after  deducting  underwriting  discounts,
commissions and other expenses (the "Offering").

     During  1998,  the Company  acquired a  Florida-based  airline  information
systems  company,  S. D. Shepherd  Systems,  Inc.  ("Shepherd  Systems") and two
national  distribution  companies:  Galileo Nordiska AB ("Nordiska") and Galileo
Canada Distributions Systems, Inc. ("Galileo Canada").  Nordiska, Galileo Canada
and Shepherd Systems were acquired on January 1, June 1 and November 19, 1998 at
purchase prices of $2,066, $34,392 and $16,740, respectively. In connection with
the  acquisitions,  the Company also incurred  expenses of $811, which have been
accounted  for as part of the purchase  prices.  The Company  accounted  for the
acquisitions using the purchase method of accounting.  Accordingly, the costs of
the acquisitions  were allocated to the assets acquired and liabilities  assumed
based on their  respective  fair  values.  Goodwill  related  to the cost of the
acquisitions  is being  amortized over 10 to 25 years and is included in cost of
operations  expenses.  The results of operations  and cash flows of the acquired
companies have been consolidated with those of the Company from the date of each
acquisition.  In connection with the acquisition of Galileo Canada,  the Company
incurred $34,392 of debt under a five-year term loan agreement.

     During 1997, the Company  acquired three  national  distribution  companies
(the "NDC Acquisitions"): Apollo Travel Services Partnership ("ATS"), Traviswiss
AG  ("Traviswiss")  and Galileo  Nederland  BV ("Galileo  Nederland"),  (ATS and
Traviswiss were acquired on July 30, 1997 and Galileo Nederland on September 17,
1997) at  purchase  prices of  $700,000,  $8,502 and  $2,000,  respectively.  In
connection  with the NDC  Acquisitions,  the Company also  incurred  expenses of
$4,193,  which  have been  accounted  for as part of the  purchase  prices.  The
Company  accounted  for  the NDC  Acquisitions  using  the  purchase  method  of
accounting. Accordingly, the costs of the NDC Acquisitions were allocated to the
assets acquired and liabilities  assumed based on their  respective fair values.
Goodwill  related to the cost of the NDC Acquisitions is being amortized over 25
years and is included in cost of operations expenses.  The results of operations
and cash flows of the  acquired  NDCs have been  consolidated  with those of the

                                       33

<PAGE>

Company  from  the  date  of  each  acquisition.  In  connection  with  the  NDC
Acquisitions,  the  Company  incurred  $340,000,  net, of debt under a five-year
credit agreement.

     In connection with the  acquisitions  of Traviswiss and Galileo  Nederland,
the Company  terminated  certain  revenue  sharing  obligations  in exchange for
agreements to pay SAirGroup and KLM Royal Dutch Airlines ("KLM"), in four annual
installments beginning on the acquisition dates, a total of $22,400 and $14,800,
respectively.  The  remaining  liability  was $10,600 at December 31, 1999.  The
related intangible asset of $37,200 is being amortized over 17 years.

Uses of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements,  and the  reported  amounts  of  revenues  and  expenses  during the
reporting period. Actual results could differ from those estimates.

Foreign Currency Translation

     The  Company  uses the U.S.  dollar for  financial  reporting  purposes  as
substantially  all of the Company's  billings are in U.S.  dollars.  The balance
sheets of the Company's  foreign  subsidiaries  are translated into U.S. dollars
using the balance  sheet date  exchange  rate,  and  revenues  and  expenses are
translated using the average exchange rate. The resulting  translation gains and
losses are recorded as a separate  component of  stockholders'  equity.  Foreign
currency  transaction  gains  and  losses  are  reflected  in  the  consolidated
statements of income.

Cash and Cash Equivalents

     Cash in excess of  operating  requirements  is  invested  daily in  liquid,
income-producing  investments,  having  maturities of three months or less.  The
carrying amounts reported on the balance sheet for cash equivalents include cost
and accrued interest, which approximate fair value.

Fair Value of Financial Instruments

     The  carrying  values of the  Company's  financial  instruments,  excluding
non-marketable  equity  securities  (as  discussed  in  Note  6) and  derivative
financial instruments, are reasonable estimates of their fair value.

Allowance for Doubtful Accounts Receivable

     The allowance for doubtful  accounts  receivable was $7,819,  $13,747,  and
$22,012 at December 31, 1999, 1998, and 1997,  respectively.  Provisions for bad
debts were $2,569,  $(3,862),  and $4,219 for the years ended December 31, 1999,
1998, and 1997, respectively.  Write-offs of uncollectible accounts were $9,763,
$5,124,  and $652 for the  years  ended  December  31,  1999,  1998,  and  1997,
respectively.  The 1998 provision includes a $7,548 recovery  settlement related
to a contractual dispute from a prior year.

Accounting for the Impairment of Long-Lived Assets

     Statement of Financial  Accounting  Standards No. 121,  "Accounting for the
Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of"
("Statement  121"),  requires that  long-lived  assets and certain  identifiable
intangibles  to be held  and  used by any  entity  be  reviewed  for  impairment
wherever events or changes in circumstances indicate that the carrying amount of
an asset may not be

                                       34
<PAGE>

recoverable.  Statement  121 also requires  that  long-lived  assets and certain
identifiable  intangibles to be disposed of be reported at the lower of carrying
amount or fair value less cost to sell.  The  carrying  amount of the  Company's
long-lived  assets  at  December  31,  1999 and 1998  primarily  represents  the
original  amounts  invested  less the recorded  depreciation  and  amortization.
Management believes the carrying amount of these investments is not impaired.

Property and Equipment

     Depreciation  of property and  equipment  is provided on the  straight-line
method over the following estimated useful lives of the assets:

       Buildings and improvements                        5-31 years
       Equipment                                         3-10 years

Depreciation  expense for the years ended December 31, 1999,  1998, and 1997 was
$79,111, $83,724, and $54,591, respectively.

Computer Software

     Effective  January 1, 1998, the Company adopted the provisions of Statement
of Position 98-1,  "Accounting for the Costs of Computer  Software  Developed or
Obtained for Internal Use". Accordingly,  certain costs to develop  internal-use
computer software are being capitalized.  Prior to 1998, the Company capitalized
certain  software  development  costs in accordance  with Statement of Financial
Accounting  Standards No. 86,  "Accounting for the Costs of Computer Software to
Be Sold, Leased or Otherwise Marketed". The ongoing assessment of recoverability
of capitalized  software  development  costs requires  considerable  judgment by
management with respect to certain external  factors,  including but not limited
to, estimated economic life and changes in software and hardware technology.

     Computer software consists  principally of purchased  computer software and
capitalized computer software  development costs.  Amortization is provided on a
straight-line method over estimated useful lives of 3 to 10 years.  Amortization
expense for the years ended  December  31,  1999,  1998,  and 1997 was  $49,384,
$52,688, and $62,820, respectively.

Intangible Assets

     Intangible  assets  are  amortized  on the  straight-line  method  over the
following useful lives:

        Customer lists                                    6-17 years
        Goodwill                                         10-25 years
        Other                                             7-17 years

     The Company  assesses  the  recoverability  of these  intangible  assets by
determining whether the carrying amount of the assets are recoverable over their
remaining  lives.  Amortization  expense for the years ended  December 31, 1999,
1998, and 1997 was $37,804, $35,692, and $14,356, respectively.

Investments

     The  Company   strategically   invests  in  certain  equity  securities  of
technology  and  Internet-related  companies  in  order to  strengthen  its core
product  offerings or to enhance its technological  infrastructure.  The Company
classifies its marketable equity securities into trading and  available-for-sale
categories  in  accordance   with  the  provisions  of  Statement  of  Financial
Accounting  Standards No. 115,  "Accounting for Certain  Investments in Debt and
Equity  Securities"  ("Statement  115").  The Company's  trading  securities

                                       35

<PAGE>

are reported at fair value with  unrealized  gains and losses  reported in other
income or expense.  Available-for-sale  securities  are  reported at fair value,
with unrealized gains and losses, net of tax, recorded in stockholders'  equity.
Realized gains or losses, and other than temporary declines in value, if any, on
equity  securities  are  reported  in  other  income  or  expense  as  incurred.
Investments  in equity  securities  are  accounted  for under the cost or equity
method as appropriate under APB Opinion No. 18, "The Equity Method of Accounting
for  Investments in Common Stock".  For  non-quoted  investments,  the Company's
policy  is  to  regularly  review  the  assumptions   underlying  the  operating
performance  and cash flow  forecasts in  assessing  the  carrying  values.  The
Company identifies and records impairment on these investments in privately-held
companies  when events and  circumstances  indicate  that such  assets  might be
impaired.

Revenue Recognition

     Fees are charged to airline, car rental, hotel and other travel vendors for
bookings made through the  Company's  CRS and are  dependent  upon the level and
usage of functionality within the CRS at which the vendor participates.  Booking
fee revenue is recognized at the time the  reservation is made for air bookings,
at the time of pick-up for car bookings,  and at the time of check-out for hotel
bookings.

Research and Development

     Research  and  development  costs,   excluding   amortization  of  computer
software,  are expensed as incurred and were $6,205,  $4,786, and $8,550 for the
years ended December 31, 1999, 1998, and 1997, respectively.

Derivative Financial Instruments

     In the normal course of business,  portions of the  Company's  expenses are
subject to  fluctuations  in currency  values and  interest  rates.  The Company
addresses  these risks  through a  controlled  program of risk  management  that
includes  the use of  derivative  financial  instruments.  To some  degree,  the
Company is exposed to  credit-related  losses in the event of  nonperformance by
counterparties  to financial  instruments,  but  management  does not expect any
counterparties  to  fail to meet  their  obligations  given  their  high  credit
ratings. The Company does not hold or issue derivative financial instruments for
trading purposes.

     The Company  enters  into  foreign  exchange  forward  contracts  to manage
exposure to fluctuations in foreign exchange rates related to the funding of its
European and Canadian  operations.  The Company  accounts for such  contracts by
recording any  unrealized  gains or losses in income each reporting  period.  At
December  31,  1999,  the Company  had entered  into  foreign  exchange  forward
contracts which provide for purchases of GBP 1,250, CAD 6,500, and EUR 13,000 at
various  dates  throughout  2000.  At December  31, 1999 and 1998,  the notional
principal  amounts of  outstanding  forward  contracts were $19,635 and $31,123,
respectively.  The fair value of outstanding  forward  contracts at December 31,
1999 and 1998 was $32 and $821, respectively.

     The Company has also entered into interest rate swap  agreements to convert
portions of its variable rate debt to fixed rate.  The Company  accounts for its
interest rate swap agreements as a hedge of its interest rate exposure. See Note
8 for further information regarding the Company's interest rate agreements.

Income Taxes

     Subsequent to the Merger in 1997, the Company  accounts for income taxes in
accordance  with the provisions of Statement of Financial  Accounting  Standards
No. 109,  "Accounting for Income Taxes"  ("Statement  109"). Under the asset and
liability  method of  Statement  109,  deferred tax assets and  liabilities  are
recognized  for the  future  tax  consequences  attributable  to the  difference
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities  and their  respective  tax bases and operating  loss and tax

                                       36
<PAGE>

credit  carryforwards.  Deferred tax assets and  liabilities  are measured using
enacted  tax rates  expected  to apply to  taxable  income in the years in which
those  temporary  differences  are expected to be  recovered  or settled.  Under
Statement 109, the effect on deferred tax assets and  liabilities of a change in
tax rates is  recognized  in income in the period that  includes  the  enactment
date.

     Prior  to the  Merger  in  1997,  the  Company  operated  in the  form of a
partnership  and  accordingly  the  Company's  income tax  liabilities  were the
responsibility of its partners.

Earnings per Share

     Basic  earnings  per share data for the years ended  December  31, 1999 and
1998 is calculated  based on the weighted  average  shares  outstanding  for the
period.  Diluted  earnings  per  share  is  calculated  as if  the  Company  had
additional  Common Stock  outstanding from the beginning of the year or the date
of grant for all dilutive stock options, net of assumed repurchased shares using
the treasury  stock method.  This resulted in increases in the weighted  average
number of shares  outstanding  for the year ended  December 31, 1999 and 1998 of
672,901  and  389,959,  respectively.  At December  31,  1999 and 1998,  options
totaling  2,051,981  and  1,837,900,   respectively,   were  excluded  from  the
calculations as their effect was antidilutive.

     Pro forma basic  earnings per share data for 1997 is  calculated  as though
(i) the partners'  capital was converted in the Merger into 88,000,000 shares of
Common  Stock as of  January  1, 1997 and the  16,799,700  shares  issued to the
public were outstanding from July 30, 1997, and (ii) the Company had operated in
a corporate form effective as of January 1, 1997 and  accordingly was subject to
federal and state income taxes.

     Pro forma diluted  earnings per share data for 1997 is calculated as if the
Company's  dilutive  stock options were  outstanding  from July 30, 1997, net of
assumed  repurchased  shares using the treasury  stock method,  causing a 24,324
increase  in the  weighted  average  number of shares  outstanding  in 1997.  At
December 31, 1997,  options  totaling 270,000 were excluded from the calculation
as their effect was antidilutive.


2.     TRANSACTIONS WITH AFFILIATES

     Prior to the Merger,  for financial  reporting  purposes,  affiliates  were
considered to be all airline owners of Galileo International  Partnership,  with
individual ownership  percentages ranging from 38.0% to 0.1%.  Subsequent to the
Offering, the airline stockholders,  in aggregate,  owned 64.9% of the Company's
outstanding  Common Stock at December 31, 1998, with only United Air Lines, Inc.
("United  Airlines") and KLM deemed to be affiliates due to indirect  ownership,
individually,  greater than 10% of the Company's  outstanding  Common Stock.  In
June 1999, the Company  completed a secondary  offering of its Common Stock, and
also repurchased  shares from an airline  stockholder.  As of December 31, 1999,
the  percentage  of the  Company's  outstanding  Common  Stock  owned by airline
stockholders was 27.0%, with only United Airlines deemed to be an affiliate. See
Note 10 for further information  regarding the secondary offering and repurchase
of shares by the Company.

     The Company recognized  electronic global  distribution  services revenues,
primarily in the form of booking fees,  from  affiliates  totaling  $138,361 and
$170,346 for the years ended December 31, 1999 and 1998,  respectively,  $63,820
for the five months ended  December 31, 1997,  and $236,015 for the seven months
ended July 30, 1997.  The Company also received  information  services  revenues
from affiliates  totaling  $65,392 and $128,839 for the years ended December 31,
1999 and 1998,  respectively,  $50,126 for the five months  ended  December  31,
1997, and $19,805 for the seven months ended July 30, 1997.  Total revenues from
United Airlines of approximately  $203,753,  $269,942, and $209,106 were greater
than 10% of the Company's  revenues for the years ended December 31, 1999, 1998,
and 1997, respectively.

                                       37
<PAGE>

     The Company,  in the ordinary course of business,  purchases  services from
affiliates.  Services  purchased from  affiliates and classified  within cost of
operations in the accompanying  consolidated  statements of income were zero for
the years  ended  December  31, 1999 and 1998,  zero for the five  months  ended
December 31, 1997, and $2,051 for the seven months ended July 30, 1997. Services
purchased  from  affiliates  and  classified  within  commissions,  selling  and
administrative  expenses totaled $4,715 and $15,623 for the years ended December
31, 1999 and 1998,  respectively,  $5,399 for the five months ended December 31,
1997, and $267,935 for the seven months ended July 30, 1997.

     At the time of the  Merger,  the  Company  entered  into  certain  services
agreements  with  airline  stockholders  to provide  fares  quotation  services,
internal reservation  services,  other internal management services and software
development  services.  The Company  will provide the fares  quotation  services
under existing pricing arrangements for a period of approximately five years. In
December 1999, the Company amended the agreement under which it provides certain
of the above mentioned services to United Airlines.  This amendment,  which went
into  effect on January  1, 2000,  extends  the length of the  agreement  for an
additional five years.


3.    EMPLOYEE PENSION AND OTHER POSTRETIREMENT BENEFITS

     The Company  has defined  benefit  pension  plans and other  postretirement
benefit  plans that  cover  substantially  all U.S.  employees.  Other  benefits
include  health care  benefits  provided to retired U.S.  employees  and retiree
flight  benefits  provided to certain  former  United  Airlines  employees.  The
Company has no significant  postretirement  health care benefit plans outside of
the United States.  The majority of its U.S.  employees may become  eligible for
these  benefits  if they  reach  normal  retirement  age while  working  for the
Company.

     The following tables provide a reconciliation  of the changes in the plans'
benefit  obligations  and fair value of assets for the years ending December 31,
1999 and 1998,  and a statement of the funded status as of December 31, 1999 and
1998:



                                       38
<PAGE>

<TABLE>
                                             Pension Benefits        Other Benefits
                                             ----------------       --------------
                                              1999       1998       1999        1998
                                              ----       ----       ----        ----
Reconciliation of benefit obligation
------------------------------------
<S>                                       <C>         <C>         <C>        <C>
Obligation at January 1                   $ 113,430   $  90,304   $ 43,416   $  40,120
Service cost                                  8,101       6,964      2,189       1,910
Interest cost                                 8,321       7,178      3,067       2,733
Plan amendments                                   -           -          -      (1,613)
Actuarial (gain) loss                       (13,203)     10,388     (5,594)        538
Benefit payments                             (1,956)     (1,404)      (431)       (272)
                                           ---------  ---------   --------   ---------
Obligation at December 31                 $ 114,693   $ 113,430   $ 42,647   $  43,416
                                           =========  =========   ========   =========

Reconciliation of fair value of plan assets
-------------------------------------------
Fair value of plan assets at January 1    $  99,757   $  79,781   $      -   $       -
Actual return on plan assets                 21,078      21,362          -           -
Employer contributions                           18          18        431         272
Benefit payments                             (1,956)     (1,404)      (431)       (272)
                                           ---------  ---------   --------   ---------
Fair value of plan assets at December 31  $ 118,897   $  99,757   $      -   $       -
                                           =========  =========   ========   =========

Funded status
-------------
Funded status at December 31              $   4,204   $ (13,673)  $(42,647)  $ (43,416)
Unrecognized transition obligation            1,990       2,239          -           -
Unrecognized prior-service cost               2,379       2,961     (1,227)     (1,455)
Unrecognized (gain) loss                    (32,121)     (7,195)      (937)      4,776
                                           ---------  ---------   --------    --------
Net amount recognized                     $ (23,548)  $ (15,668)  $(44,811)  $ (40,095)
                                           =========  =========   ========    ========
</TABLE>

     The following  table  provides the amounts  recognized in the  consolidated
balance sheets as of December 31, 1999 and 1998:

<TABLE>
                                              Pension Benefits        Other Benefits
                                              ----------------        --------------
                                              1999        1998       1999       1998
                                              ----        ----       ----       ----
<S>                                        <C>        <C>         <C>        <C>
Accrued benefit liability                  $ (23,548) $ (15,668)  $(44,811)   $(40,095)
Additional minimum liability                    (107)      (129)         -           -
Intangible asset                                 107        129          -           -
                                           ---------   ---------  ---------  ---------
Net amount recognized                      $ (23,548) $ (15,668)  $(44,811)   $(40,095)
                                           =========   =========  =========  =========
</TABLE>

     The Company's  nonqualified  pension plan was the only pension plan with an
accumulated  benefit obligation in excess of plan assets. The plan's accumulated
benefit   obligation   was  $900  and  $604  at  December  31,  1999  and  1998,
respectively.  There  are no plan  assets  in the  nonqualified  plan due to the
nature of the plan. The Company's plans for  postretirement  benefits other than
pensions also have no plan assets.  The aggregate  benefit  obligation for those
plans was $42,647 and $43,416 as of December 31, 1999 and 1998, respectively.

                                       39

<PAGE>

     The following  table provides the  components of net periodic  benefit cost
for the plans for years ended December 31, 1999, 1998, and 1997:
<TABLE>

                                             Pension Benefits                  Other Benefits
                                             ----------------                  --------------
                                        1999       1998       1997        1999      1998       1997
                                        ----       ----       ----        ----      ----       ----
<S>                                   <C>        <C>        <C>         <C>       <C>        <C>
Service cost                          $ 8,101    $ 6,964    $ 4,541     $ 2,189   $ 1,910    $ 1,337
Interest cost                           8,321      7,178      4,654       3,067     2,733      2,062
Expected return on plan assets         (9,376)    (7,500)    (4,748)          -         -          -
Amortization of transition
   obligation                             249        249        249           -         -          -
Amortization of prior-service cost        582        582        581        (150)     (259)         -
Amortization of net loss (gain)            21         16        (11)         41         -         51
                                      --------   --------   --------    --------  -------    --------
Net periodic benefit cost               7,898      7,489      5,266       5,147     4,384      3,450
Settlement gain                             -          -       (157)          -         -          -
                                      --------   --------   --------    --------  -------    --------
Net periodic benefit cost after
 settlements                          $ 7,898    $ 7,489    $ 5,109     $ 5,147   $ 4,384    $ 3,450
                                      ========   ========   ========    ========  ========   ========
</TABLE>

     The  prior-service  costs are amortized on a  straight-line  basis over the
average  remaining  service period of active  participants.  Gains and losses in
excess of 10% of the greater of the benefit  obligation  and the  market-related
value of assets are  amortized  over the  average  remaining  service  period of
active participants.

     The assumptions used in the measurement of the Company's benefit obligation
are shown in the following table:
<TABLE>

                                            Pension Benefits      Other Benefits
                                            ----------------      --------------
                                             1999       1998       1999        1998
                                             ----       ----       ----        ----
Weighted-average assumptions as of December 31:
<S>                                           <C>        <C>        <C>         <C>
Discount rate                                 7.75%      6.75%      7.75%       6.75%
Expected return on plan assets                9.50%      9.50%        N/A        N/A
Rate of compensation increase                 4.75%      4.00%        N/A        N/A
</TABLE>


     The health care trend rate used to determine the accumulated postretirement
benefit  obligation was 11% for 1999,  decreasing by 1% each year until reaching
4% for the year 2006 and beyond.

     Assumed  health  care cost  trend  rates have a  significant  effect on the
amounts  reported for the health care plans.  A 1% change in assumed health care
cost trend rates would have the following effects:

<TABLE>

                                                                     1% Increase  1% Decrease
                                                                     -----------  -----------

<S>                                                                     <C>         <C>
Effect on total of service and interest cost components of
   net periodic postretirement health care benefit cost                 $ 44        $ (75)

Effect on the health care component of the accumulated
   postretirement benefit obligation                                     498         (743)

</TABLE>

                                                    40
<PAGE>

     The Company has a defined  contribution pension plan covering a majority of
the United Kingdom  employees which requires the Company to annually  contribute
10% of  eligible  employee  compensation  on  behalf  of each  participant.  The
Company's  contributions to the plan were $1,661,  $2,319, and $2,410 during the
years ended December 31, 1999, 1998, and 1997, respectively.

     The  Company  offers  its  U.S.-based  employees  a  401(k)  savings  plan.
Employees can elect to contribute  pretax  earnings,  as limited by the Internal
Revenue  Code, to their account and can determine how the money is invested from
a selection of options  offered by the  Company.  The  Company's  contributions,
matching participating  employees up to a designated level, were $2,818, $2,705,
and  $1,982  during  the  years  ended  December  31,  1999,   1998,  and  1997,
respectively.


4.    SPECIAL CHARGES

     See Note 9 -  Commitments  &  Contingencies  for further  discussion of the
special charge related to the services agreement.

     The Company  recorded special charges of $26,460 ($15,902 after tax) during
the year ended  December  31,  1998  related to a strategic  realignment  of the
Company's  operations  in the United  Kingdom  and,  to a lesser  degree,  other
realignments within the Company.  These special charges were comprised primarily
of $15,025 in severance costs related to termination of 399 employees, primarily
in the development and marketing groups, and $11,435 of other costs, principally
related to the closing of the remaining Swindon, U.K. facilities. As of December
31,  1999,  $15,082 of  severance  costs have been paid and charged  against the
liability  and 345  employees  have been  terminated.  The  Company  expects the
realignment  activities to be substantially complete in early 2000. Also related
to the closing of Swindon, U.K. facilities,  in 1993 the Company, formerly Covia
Partnership,  combined with The Galileo  Company Ltd. and  consolidated  its two
data center  facilities  resulting  in the  closing of the  Swindon,  U.K.  data
center.  In connection  therewith,  the estimated cost of the  consolidation was
charged to expense.  During  1999,  the Company was  successful  in  assigning a
Swindon,  U.K.  facility  lease at market rates,  resulting in recognition of an
$11,359  one-time  recovery  of  previously  reserved  facilities  expenses.  At
December 31, 1999 and 1998, the estimated  remaining  liabilities for all of the
above mentioned restructuring  activities,  principally related to Swindon, U.K.
severance  costs  and  facility   closure  costs,   were  $10,220  and  $44,115,
respectively, and are included in the accompanying consolidated balance sheets.

     The Company  recorded special charges of $20,111 ($12,099 after tax) during
the year ended December 31, 1997 related to the integration of the NDCs acquired
in 1997 into the  Company's  operations.  The  special  charges  were  comprised
primarily of $12,315 in severance  costs related to termination of 202 employees
and $7,796 of other  integration  costs,  principally  related to the closing of
duplicate  facilities.  As of December 31, 1999, $11,298 of severance costs have
been  paid and  charged  against  the  liability  and 146  employees  have  been
terminated.  The Company considers the integration to be substantially completed
as of December 31, 1999. At December 31, 1999 and 1998, the estimated  remaining
liability related to the integration was zero and $3,414,  respectively,  and is
included in the accompanying consolidated balance sheets.

                                       41
<PAGE>

5.    INCOME TAXES

     For financial reporting  purposes,  income before income taxes includes the
following components:
                                            1999        1998         1997
                                          ---------   ----------   ----------

Domestic operations                       $ 353,208   $ 317,862    $ 198,071
Foreign operations                            8,064       7,619        7,542
                                          ---------   ----------   ----------
Total net income before income taxes      $ 361,272   $ 325,481    $ 205,613
                                          =========   ==========   ==========

     The provisions for income taxes consist of the following:

                                                 1999         1998       1997
                                               --------    ---------   --------
Current taxes:
    Federal                                   $ 117,167    $ 112,799   $ 26,867
    State                                        18,582       20,803      5,317
    Foreign                                         799        1,432     (3,501)
                                               --------    ---------   --------
      Total                                     136,548      135,034     28,683
Deferred taxes:
    Federal                                       5,542       (3,834)       (36)
    State                                           974       (1,333)        (6)
                                               --------    ---------   --------
      Total                                       6,516       (5,167)       (42)
                                               --------    ---------   --------
Provision for income taxes                    $ 143,064    $ 129,867   $ 28,641
                                               ========    =========   ========

     No provision for U.S.  federal and state income taxes was recorded prior to
July 30,  1997,  as such  liability  was the  responsibility  of the partners of
Galileo International  Partnership,  rather than of the Company.  Certain of the
Company's non-U.S.  subsidiaries are subject to income taxes. As a result of the
Merger, the Company recorded initial deferred income taxes of $15,335 in 1997 to
reflect the establishment of deferred tax assets and liabilities.  The remaining
provisions  for income taxes for the year ended  December 31, 1997 relate to the
period subsequent to July 30, 1997.



                                       42
<PAGE>

     Deferred  tax  assets  (liabilities)  are  comprised  of the  following  at
December 31, 1999 and 1998:

                                                    1999        1998
                                                  ---------    --------
Current:
    Productivity payments                          $ 7,598     $ 7,701
    Bad debt reserves                                2,364       4,352
    Compensation accruals                              458       6,639
    Special charges                                    392      10,319
    Other                                            4,526       2,874
                                                  ---------   --------
                                                  $ 15,338    $ 31,885
                                                  =========   ========

Noncurrent:
    Software amortization                        $ (57,375)  $ (69,036)
    Postretirement medical and pension accruals     26,681      21,834
    Depreciation                                    14,348      17,169
    Services agreements                             10,619       3,610
    Other liabilities                               (8,999)     (5,968)
    Rights agreements                               (6,248)     (3,281)
    Other assets                                     4,024       4,532
    Facilities reserves                              2,294       5,736
                                                 ---------    --------
                                                 $ (14,656)  $ (25,404)
                                                 =========    ========

     The  effective  tax  rate on  income  before  taxes  differs  from the U.S.
statutory  rate.  The 1997  provision for income taxes is based on income earned
for the period July 31 through  December 31, 1997 of $67,627 and includes $1,469
of foreign tax expense  incurred for the period January 1, 1997 through July 30,
1997. The following table reconciles the U.S.  statutory rate with the effective
rate for the years ended December 31, 1999, 1998 and 1997:
<TABLE>

                                                                       1999        1998        1997
                                                                     ---------   ---------    --------
<S>                                                                  <C>         <C>          <C>
Tax at U.S. federal income tax rate                                 $ 126,445   $ 113,918    $ 23,669
Increase (decrease) in taxes resulting from:
    State income taxes, net of U.S. federal income tax benefit         12,711      13,522       3,457
    Amortization of excess of cost over net assets acquired and
      related purchase accounting adjustments                           2,111       2,111         880
    Tax effect of non-deductible expenses                                 373         344         175
    Foreign and U.S. tax effects attributable to foreign operations     1,792         323         110
    Other                                                                (368)       (351)        350
                                                                    ---------   ---------    --------
Taxes on income at effective rate                                   $ 143,064   $ 129,867    $ 28,641
                                                                    =========   =========    ========
</TABLE>

     Undistributed  earnings of the  Company's  corporate  foreign  subsidiaries
amounted  to  approximately  $3,237 and $3,401 at  December  31,  1999 and 1998,
respectively.  Those earnings are considered to be indefinitely reinvested,  and
accordingly,  no provision  for U.S.  federal and state income taxes and foreign
withholding  taxes have been made.  Upon  distribution  of those  earnings,  the
Company  would be subject to U.S.  income  taxes  (subject  to a  reduction  for
foreign tax  credits)  and  withholding  taxes  payable to the  various  foreign
countries.  Determination of the amount of unrecognized deferred U.S. income tax
liability

                                                    43
<PAGE>

is not practicable; however, unrecognized foreign tax credit carryovers would be
available to reduce some  portion of the U.S.  liability.  Withholding  taxes of
approximately  $314 and $240 would be payable upon  remittance of all previously
unremitted earnings at December 31, 1999 and 1998, respectively.


6.   INVESTMENTS

     Investments in equity securities at December 31, 1999 were as follows:
<TABLE>

                                                       Gross Unrealized
                                      Amoritized       ----------------        Fair
                                         Cost         Gains      (Losses)      Value
                                       ---------     --------    --------     -------

<S>                                    <C>           <C>         <C>         <C>
Marketable equity securities:
    Trading securities                 $  1,000      $ 10,492    $      -    $ 11,492
    Available-for-sale securities         3,274            -       (1,838)      1,436
                                       ---------     --------    --------     -------
Total marketable securities               4,274      $ 10,492    $ (1,838)   $ 12,928
                                                     ========    ========    ========
Other equity securities                  27,597
                                       ----------
Total                                  $ 31,871
                                       ==========
</TABLE>

     Investments in equity securities at December 31, 1998 were limited to other
equity  securities  with  amortized  cost of $5,076.  There were no  realized or
unrealized gains or losses on equity investments in 1998.

     In December 1999, the Company  entered into an agreement to sell its entire
equity  investment in Stamps.com for $11,492.  This  investment is classified as
trading at  December  31,  1999 and is included  in other  current  assets.  The
remaining marketable equity securities are classified as available-for-sale  and
are included in long-term investments.

     Unrealized gains of $10,492 on trading securities were included in earnings
in 1999.  Unrealized holding losses of $1,122 (net of deferred taxes of $716) on
available-for-sale  securities were included in accumulated other  comprehensive
income in 1999. There were no sales of marketable equity securities in 1999.

     Other  equity  securities  represent  non-marketable  securities  that  are
restricted or not publicly  traded.  These  securities are included in long-term
investments.   Included  in  this   category   are   non-marketable   depository
certificates  representing  beneficial  ownership of common stock of Equant N.V.
("Equant"), a telecommunications  company affiliated with Societe Internationale
de  Telecommunications  Aeronautiques  ("SITA"). In July 1999, SITA notified the
Company of a reallocation of depository  certificates among SITA members. Due to
the  Company's  higher  usage of the SITA  network  over  the four  years  ended
December  31,  1998,  the  Company   received  708,335   additional   depository
certificates.  In connection with secondary  offerings of Equant common stock in
1999, the Company liquidated 696,151 of these certificates. The Company received
proceeds of $58,725 from these  transactions,  resulting in gains of $58,574. As
of December 31, 1999 and 1998,  the Company  owned  1,106,564  and  1,094,380 of
these depository  certificates,  respectively.  The Company's  carrying value of
these depository certificates was nominal at December 31, 1999 and 1998.

                                       44

<PAGE>

7.   LEASES AND COMMITMENTS

     The Company leases various office  facilities and equipment under operating
leases with remaining  terms of up to 24 years.  Rental expense under  operating
leases was $22,806,  $25,756, and $24,493 for the years ended December 31, 1999,
1998, and 1997, respectively.

     The Company also leases data  processing  equipment  under capital  leases.
Equipment,  at cost, includes $4,819,  $26,027,  and $25,969 relating to capital
leases  at  December  31,  1999,  1998,  and  1997,  respectively.   Accumulated
depreciation includes $4,613, $21,842, and $15,616 relating to capital leases at
December  31,  1999,  1998,  and 1997,  respectively,  with  lease  amortization
included in depreciation expense.

     Future  minimum  lease  payments  under  capital  leases and  noncancelable
operating leases at December 31, 1999 are as follows:
<TABLE>

                                                                      Capital      Operating
                                                                    ------------   -----------
<S>                                                                      <C>         <C>
2000                                                                      $ 116      $ 21,243
2001                                                                         94        15,953
2002                                                                          -        12,216
2003                                                                          -        11,335
2004                                                                          -         8,120
Thereafter                                                                    -        45,791
                                                                    ------------   -----------
Total minimum lease payments                                                210       114,658
Less sublease income                                                          -       (14,278)
                                                                                   -----------
Net rental payments                                                                 $ 100,380
                                                                                   ===========
Less amount representing interest                                            (8)
                                                                    ------------
Present value of future minimum lease payments                              202
Current portion of present value of future minimum lease payments           110
                                                                    ------------
Long-term portion of present value of future minimum lease payments        $ 92
                                                                    ============

</TABLE>


8.   LONG-TERM DEBT

     Outstanding  long-term  debt consists of the following at December 31, 1999
and 1998:
                                                          1999         1998
                                                     ------------ ------------
Five-year revolving credit agreement                   $ 400,000     $ 35,000
Term loan                                                 34,392       34,392
364-day credit agreement                                 121,000            -
Other                                                          -          128
                                                     ------------ ------------
                                                         555,392       69,520

Less current portion of long-term debt                   121,000            -
                                                     ------------ ------------
Long-term debt                                         $ 434,392     $ 69,520
                                                     ============ ============

     On June 5, 1998, in connection with the acquisition of Galileo Canada,  the
Company  incurred  $34,392 of debt under a five-year  term loan  agreement  (the
"Term Loan"). In addition, on June 5, 1998, the Company entered into an interest
rate swap  agreement  for a  notional  amount of  $34,392  to fix the  effective

                                             45

<PAGE>

interest rate of the Term Loan until  maturity in June 2003,  subject to pricing
adjustments  based on changes in certain  financial  ratios of the  Company.  At
December 31, 1999, the notional interest rate on the Term Loan was 6.47% and the
effective  interest rate was 6.22%.  The Term Loan requires  quarterly  interest
payments throughout the five-year term.

     The Company is party to a $200,000  364-day credit agreement and a $400,000
five-year credit agreement (collectively,  the "Credit Agreements") with a group
of banks.  Facility  fees range from 10.0 to 22.5 basis points under the 364-day
credit  agreement and from 10.0 to 22.5 basis points under the five-year  credit
agreement.  Interest  on the  borrowings  may be either  Base  rate,  CD rate or
Euro-dollar  rate based.  At December 31, 1999,  the nominal  interest  rate for
loans outstanding under the Credit Agreements was 6.47%.

     At December 31,  1999,  borrowings  totaled  $400,000  under the  five-year
credit  agreement with no required  repayments  until maturity in July 2002, and
$121,000 under the 364-day credit agreement with required payment in entirety in
July  2000.  The  balance  outstanding  on the Term  Loan was  $34,392,  with no
required repayments until maturity in June 2003. Under the Credit Agreements and
the Term Loan, the Company is required to maintain certain  financial ratios and
is  restricted  from paying  dividends and  repurchasing  its Common Stock above
certain thresholds.

     The Company has entered into  interest  rate swap  agreements to reduce the
impact of changes in interest rates on its outstanding  borrowings.  At December
31, 1999 and 1998,  the Company had  outstanding  interest rate swap  agreements
having a total  notional value of $34,392,  with fixed interest rates  averaging
5.87 % for both years. The fair value of outstanding swap agreements at December
31,  1999  and  1998 was $999 and  $(979),  respectively.  For the  years  ended
December 31, 1999, 1998, and 1997, the effective  interest rate on the Company's
outstanding debt under the Term Loan and Credit Agreements was 5.89%, 5.89%, and
5.31%, respectively.

     Total  interest,  including  interest  under  capital  leases,  of $17,528,
$11,876,  and $12,266 was incurred for the years ended December 31, 1999,  1998,
and 1997, respectively.


9.    COMMITMENTS & CONTINGENCIES

     The Company is involved in various  matters of litigation as both plaintiff
and defendant. In the opinion of management, none of these matters, individually
or in the  aggregate,  if  determined  against the Company would have a material
adverse effect on the business,  consolidated  financial condition or results of
operations of the Company.

     In connection  with the NDC  Acquisitions  and the  acquisition  of Galileo
Canada,  the Company entered into agreements  (the "Services  Agreements")  with
United Airlines, US Airways, Air Canada,  SAirGroup, and KLM (collectively,  the
"Service  Providers")  to provide  certain  marketing  services to the  Company.
During the sixth year  (eighth year for a portion of Galileo  Canada)  following
the  effective  date of the Services  Agreements,  the Company is  contractually
required  to pay the Service  Providers  a fee of up to  $232,000  (on a present
value basis as of the date of the agreements),  contingent upon  improvements in
the Company's airline booking fee revenue in the seller's respective territories
over the five-year period immediately following the acquisitions, as measured by
the annual price increase rate and over the five-year period  (seven-year period
in the case of  Galileo  Canada)  immediately  following  the  acquisitions,  as
measured by the annual air segment growth rate.

     On December 30, 1999, the Company was released by United  Airlines from the
price  increase   obligation  under  the  Services  Agreement  between  the  two
companies.  In  turn,  GIO  Services,   L.L.C.  ("GIO  Services"),  a  qualified
special-purpose  entity,  was  created  to assume the  liability  and pay United
Airlines in

                                       46


<PAGE>

July  2002.  The  activities  of GIO  Services  are  strictly  limited  to these
purposes.  The  Company  contributed  $97,325 of assets to GIO  Services.  These
assets are  projected to yield cash  proceeds on the payment date at least equal
to the maximum  amount owed.  The Company  recorded a special  charge of $83,226
related to this transaction.

     For the  non-price  increase  component  of the  United  Airlines  Services
Agreement and all of the remaining Services Agreements, the Company continues to
estimate the probable future  liabilities and ratably records these  liabilities
over the  remaining  contract  periods.  At  December  31,  1999 and  1998,  the
estimated  liability related to the Services  Agreements was $13,874 and $9,257,
respectively,   and  is  included  in  other   noncurrent   liabilities  in  the
accompanying consolidated balance sheets.

     In  connection  with the  Shepherd  Systems  Acquisition,  the  Company  is
contractually required to make additional payments up to an aggregate of $5,040,
which have been  accounted for as part of the purchase  price.  Payments are due
ratably over the five calendar years commencing with the calendar year ending on
December 31, 1999 and are based on a calculation of the relevant calendar year's
annual  cash flow of  Shepherd  Systems.  At  December  31,  1999 and 1998,  the
liability related to these payments was $5,040 for both years and is included in
other noncurrent liabilities in the accompanying consolidated balance sheets.


10.   STOCKHOLDERS' EQUITY

Common Stock

     Each  share of Common  Stock  entitles  the  holder  thereof to one vote in
elections  of  independent  and  management  directors  and  all  other  matters
submitted  to a vote of  stockholders.  Each share also has an equal and ratable
right to receive dividends paid from the Company's assets,  when and if declared
by the Board of Directors.

     In early May 1999,  the Company  filed a  registration  statement  with the
Securities and Exchange Commission for a secondary offering of 36,727,600 shares
of its common stock,  including  4,790,500  shares  subject to an  underwriters'
over-allotment  option.  This  filing was a result of a demand for  registration
made by an affiliate of one of our airline  stockholders,  which was followed by
the  registration of additional  shares held by affiliates of five other airline
stockholders.  On June 3, 1999, the secondary  offering of 31,937,100  shares of
the  Company's  Common  Stock was  completed  at a price of $45 per  share.  The
Company did not receive any proceeds  from the offering.  On June 29, 1999,  the
Company repurchased 2,790,500 shares of its common stock owned by a group of its
airline  stockholders  for a total  purchase  price of $122,195.  The  2,790,500
shares  repurchased  by the Company,  in addition to 2,000,000  purchased by the
underwriters  on July 1,  1999,  were part of the  over-allotment  option  noted
above.

     On June 30, 1999, the Company  purchased all of the issued and  outstanding
shares of a British Airways Plc  subsidiary,  which  indirectly  owned 7,000,400
shares of the Company's Common Stock, for an aggregate amount of $307,736.

Special Voting Preferred Stock

     The Company's Special Voting Preferred Stock (the "Special Preferred"),  of
which seven shares were initially authorized and issued,  permits, under certain
circumstances, each holder of a share of Special Preferred to elect one director
to the Company's  Board of Directors,  provided  certain Common Stock  ownership
thresholds are met. The Special  Preferred shares do not provide the holder with
any further  stockholder voting privileges nor does the holder receive dividends
on such shares.  In the event of  liquidation,  dissolution or winding-up of the
Company,  holders of the Special  Preferred are entitled to $100

                                       47

<PAGE>

per share,  but holders are not  entitled  to any further  payment.  Substantial
restrictions exist as to the  transferability of the Special Preferred shares by
the holders.

     As a result of the aforementioned secondary offering and share repurchases,
the Company redeemed four shares of its Special Preferred during 1999.

Preferred Stock

     The Board of  Directors  of the  Company  is  authorized,  without  further
stockholder  action,  to divide  any or all shares of its  authorized  Preferred
Stock  into  one or  more  series  and to  fix  and  determine  the  rights  and
qualifications,  limitations  or  restrictions  thereon  of  each  such  series,
including voting powers, dividend rights,  liquidation  preferences,  redemption
rights and conversion or exchange privileges.

Common Stock Held in Treasury

     The Board of Directors of the Company  authorized the use of up to $750,000
to repurchase outstanding shares of Common Stock. Repurchased shares are held in
treasury for the purpose of providing  available  shares for possible  resale in
future public or private  offerings,  and for other general corporate  purposes.
The purchases are funded  through the Company's  available  working  capital and
borrowing  facilities.  The amount,  timing and price of any  repurchases of the
Company's Common Stock depends on market conditions and other factors. Including
the shares  repurchased  by the Company as part of the secondary  offering,  the
shares acquired through the purchase of the British Airways Plc subsidiary,  and
open market  purchases,  the Company  repurchased  a total of  14,869,500 of its
shares at a cost of $635,523  during the year ended  December  31,  1999.  As of
December 31, 1999 and 1998,  the Company held a total of 15,038,600  and 169,100
shares in treasury, respectively.

Stock-Based Compensation

     During 1999, the Company adopted the 1999 Equity and Performance  Incentive
Plan (the "1999 Plan") to attract and retain officers and other key employees of
the Company and to award such persons with  incentives  and rewards for superior
performance. The 1999 Plan provides for the grant of Common Stock in the form of
stock options,  stock appreciation  rights,  stock awards or such other forms as
determined  to be consistent  with the purposes of the 1999 Plan.  The 1999 Plan
supercedes and replaces the 1997 Stock Incentive Plan. Options outstanding under
these two plans have been  granted at prices  which are either equal to or above
the market  value of the stock on the date of the  grant,  vest over a three- or
five-year period, and expire nine or ten years after the grant date.

     An aggregate of 13,000,000 shares of Common Stock are reserved for issuance
under the 1999 Plan. The number of shares  available for issuance under the 1999
Plan may be adjusted in the event of changes in the Company's capital structure.
Shares issued  pursuant to the 1999 Plan may be authorized but unissued  shares,
treasury shares or any combination thereof.

     The Company also  adopted the 1997  Non-Employee  Director  Stock Plan (the
"Director  Plan") to retain the  services of qualified  individuals  who are not
employees  of the  Company to serve as members  of the Board of  Directors.  The
Director Plan authorizes awards of options,  based on the director's term, which
generally vest six months after the date of grant,  have an exercise price equal
to the fair market value at the date of grant, and expire ten years from date of
grant.  Directors  who are employees of an airline  stockholder  (or the airline
stockholder at the option of the airline  stockholder) will receive,  in lieu of
such options,  a cash payment equal to the value of the option calculated on the
basis of the  Black-Scholes  option  valuation  model.  An  aggregate of 500,000
shares of Common Stock are reserved for issuance under the Director Plan.

                                       48
<PAGE>

     During 1998,  the  Company's  Board of  Directors  approved the issuance of
97,900  shares of  restricted  Common Stock to the Companys  President and Chief
Executive  Officer.  Half of  these  shares  vest in equal  installments  over a
five-year  period from the date of grant and the remaining  shares vest in equal
installments  over a four-year period beginning one year from the date of grant.
During 1999 and 1998,  $798 and $433,  respectively,  of  compensation  cost for
restricted shares was recognized in the financial statements.

     During  1998 and 1997,  34,550 and 2,200  stock  appreciation  rights  were
granted under the 1997 Plan,  respectively.  The weighted  average fair value on
the grant date for the stock  appreciation  rights granted in 1998 and 1997 were
$14.54 and $7.05,  respectively.  No stock  appreciation  rights  were issued in
1999.  Compensation cost for stock appreciation rights of $(53), $57, and $2 was
recognized in the financial  statements  for the years ended  December 31, 1999,
1998, and 1997, respectively.

     Stock option activity during 1999,  1998, and 1997 is as follows (number of
shares in thousands):
<TABLE>

                                              1999                       1998                       1997
                                     -------------------------  -------------------------  ------------------------
                                                  Weighted                   Weighted                   Weighted
                                      Number       Average       Number       Average        Number      Average
                                     of Shares  Exercise Price  of Shares  Exercise Price  of Shares  Exercise Price
                                     ---------  --------------  ---------  --------------  ---------  --------------
<S>                                    <C>        <C>           <C>         <C>             <C>              <C>
Outstanding at January 1                 2,824      $ 35.51       1,064       $ 25.40              -       $     -
Granted                                    451        48.02       1,889         40.75          1,107         25.37
Exercised                                 (107)       30.34         (33)        24.57              -             -
Forfeited                                 (275)       37.52         (96)        30.56            (43)        24.50
Expired                                      -            -           -             -              -             -
                                     ----------                 ---------                   ---------
Outstanding at December 31               2,893      $ 37.45       2,824       $ 35.51          1,064       $ 25.40
                                     ==========                 =========                   =========

Options exercisable at December 31         884        34.44         188         24.76              -             -

Weighted average fair value of
  options granted during the year                   $ 19.52                   $ 14.53                       $ 6.73

</TABLE>

     The following table summarizes  information about stock options outstanding
at December 31, 1999 (number of shares in thousands):
<TABLE>

                            Options Outstanding                     Options Exercisable
               ----------------------------------------------   ---------------------------
                               Weighted
  Range of                      Average          Weighted                      Weighted
  Exercise      Number         Remaining         Average         Number        Average
   Prices      of Shares    Contractual Life   Exercise Price   of Shares    Exercise Price
----------     ---------    ----------------   --------------   ---------    --------------
<S>    <C>          <C>           <C>               <C>               <C>         <C>
$24 to $34          851           7.6               $ 25.78           365         $ 25.28

$37 to $41        1,609           8.3                 40.76           507           40.70

$46 to $55          433           9.5                 48.08            12           48.63
               ---------                                        ----------
$24 to $55        2,893           8.3               $ 37.45           884         $ 34.44
               =========                                        ==========

                                       49

<PAGE>

</TABLE>

     The Company  applies APB Opinion No. 25 in accounting  for its  stock-based
compensation  plans and,  accordingly,  no compensation cost has been recognized
for its stock options in the financial statements.  The following table presents
pro forma information had the Company determined  compensation cost based on the
fair value at the grant date for its stock options under  Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation":
<TABLE>

                                                   1999          1998          1997
                                                 ----------   -----------   -----------
Valuation assumptions:
<S>                                                    <C>           <C>           <C>
     Expected option term (years)                     5.0           5.0           5.0
     Expected volatility                             40.0%         35.0%         25.0%
     Expected dividend yield                          1.0%          1.0%          1.0%
     Risk-free interest rate                          6.0%          5.0%          5.0%

Pro forma effects (1):
     Net income as reported                      $ 218,208     $ 195,614     $ 161,637
     Pro forma effect                               (7,328)       (4,118)         (624)
                                                 ----------   -----------   -----------
     Net income as adjusted                      $ 210,880     $ 191,496     $ 161,013
                                                 ==========   ===========   ===========

     Basic earnings per share as adjusted (2)       $ 2.15        $ 1.83        $ 1.29
                                                 ==========   ===========   ===========

     Diluted earnings per share as adjusted (2)     $ 2.13        $ 1.82        $ 1.29
                                                 ==========   ===========   ===========
</TABLE>

(1)  Estimated using Black-Scholes option pricing model.
(2)  Basic and diluted earnings per share as reported for 1997 are calculated
     using pro forma net income and weighted average number of shares
     outstanding as discussed in Note 1.

     The  Black-Scholes   option  valuation  model  was  developed  for  use  in
estimating the fair value of traded  options which have no vesting  restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly  subjective  assumptions  including  the  expected  stock  price
volatility.  Because the Company's  employee stock options have  characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially  affect the fair value estimate,  in
management's  opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.


11.   SUPPLEMENTAL INFORMATION

     Supplemental  cash flow  information  and noncash  investing  and financing
activities are as follows:
<TABLE>

                                                            1999         1998         1997
                                                        ------------  ----------   ---------
Supplemental cash flow information
     Cash paid during the period for:
<S>                                                        <C>         <C>         <C>
       Interest                                            $ 11,471    $ 11,994    $ 12,786
       Income taxes                                         148,300     123,508      32,001

Supplemental noncash investing and financing
activities
     Capital lease obligations and accounts payable from
       acquisition of equipment                             $ 8,394       $ 901     $ 7,295

</TABLE>

                                       50
<PAGE>

12.   BUSINESS AND CREDIT CONCENTRATIONS

     The  Company  derives  substantially  all of its  revenues  from the travel
industry.  Accordingly,  events  affecting  the  travel  industry,  particularly
airline  travel  and  participating   airlines,  can  significantly  affect  the
Company's business, financial condition, and results of operations.

     Travel agencies are the primary  channel of  distribution  for the services
offered by travel  vendors.  If the  Company  were to lose and not  replace  the
bookings generated by any significant travel agencies,  its business,  financial
condition, and results of operations could be materially adversely affected.


13.   GEOGRAPHIC AND SEGMENT INFORMATION

     The  Company  derives  substantially  all of its  revenues  from the global
travel industry.  The location of the travel agent making the booking determines
the geographic region credited with the related  revenues.  Data relating to the
Company's operations by geographic area is set forth below:

                          United States      Other
                             Market         Markets          Total
                          ------------    -----------    ------------

1999
----
Revenues                    $ 603,776      $ 848,326     $ 1,452,102
Identifiable assets           165,990         24,887         190,877

1998
----
Revenues                    $ 588,312      $ 754,393     $ 1,342,705
Identifiable assets           162,912         32,057         194,969

1997
----
Revenues                    $ 536,218      $ 643,896     $ 1,180,114
Identifiable assets           160,719         28,462         189,181


     Revenues  consist of  electronic  global  distribution  revenues  only.  No
country  outside the United States  contributes  more than 10% of revenue or had
more than 10% of identifiable  assets in any of the years  presented.  Providing
geographic area data for information services revenues would be impracticable.


14.   QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

     The following tables set forth an unaudited summary of quarterly  financial
data (in thousands, except share data) for the years ended December 31, 1999 and
1998.  This  quarterly  information  has been  prepared on the same basis as the
annual consolidated financial statements and, in management's opinion,  reflects
all  adjustments  necessary for a fair  presentation  of the information for the
periods  presented.  The operating  results for any quarter are not  necessarily
indicative of results for a full fiscal year.

                                       51
<PAGE>

                                                    1999
                                                    ----
                                 First       Second        Third      Fourth
                                Quarter      Quarter      Quarter     Quarter
                                -------      -------      -------     -------
Total revenues                 $ 403,991    $ 398,822    $ 384,692   $ 338,597
Operating expenses               283,175      294,807      288,120     347,098
Operating income (loss)          120,816      104,015       96,572      (8,501)
Net income                        78,006       62,249       54,248      23,705
Basic earnings per share            0.75         0.60         0.58        0.26
Diluted earnings per share          0.74         0.59         0.58        0.26

                                                    1998
                                                    ----
                                 First       Second        Third      Fourth
                                Quarter      Quarter      Quarter     Quarter
                                -------      -------      -------     -------
Total revenues                 $ 377,010    $ 380,637    $ 377,461   $ 345,710
Operating expenses               270,731      288,695      291,130     298,684
Operating income                 106,279       91,942       86,331      47,026
Net income                        62,303       53,951       51,131      28,229
Basic earnings per share            0.59         0.51         0.49        0.27
Diluted earnings per share          0.59         0.51         0.49        0.27


     The  Company  typically  experiences  a seasonal  pattern in its  operating
results,  with the fourth quarter typically having the lowest total revenues and
operating  income due to early  bookings by customers for holiday travel and due
to a decrease in business travel during the holiday season.

     In the fourth quarter of 1999, the Company  recognized an $83,226  ($50,269
after tax) special  charge to  extinguish  the  price-increase  component of its
liability  arising  from its services  agreement  with United  Airlines,  and an
$11,359  ($6,861  after tax)  recovery of expenses  previously  reserved for the
realignment  of  its  United  Kingdom  operations.   See  Note  9  and  Note  4,
respectively, for further discussion.

     Operating  expenses for the fourth quarter of 1998 include  special charges
of  $26,460  ($15,902  after  tax)  related to a  strategic  realignment  of the
Company's operations in the United Kingdom. See Note 4 for further discussion.

     Earnings  per share  amounts for each  quarter are  required to be computed
independently and, as a result, their sum does not equal the total year earnings
per share amounts for 1999 and 1998.


15.   SUBSEQUENT EVENTS

     On January 27, 2000, the Company  announced its intention to acquire Travel
Automation Services Limited, which includes Galileo UK, the Company's NDC in the
United Kingdom,  from British Airways Plc.  Galileo UK distributes the Company's
system to travel agents across the United Kingdom and provides travel technology
solutions tailored to the unique requirements of the United Kingdom market.

     On February 8, 2000, the Company  announced  plans to acquire the remaining
ownership  interest in TRIP.com,  a leading online travel service and technology
provider. At December 31, 1999, the Company owned approximately 20% of TRIP.com.
Under terms of the  acquisition,  which the Company  expects to


                                       52

<PAGE>

close during the first quarter of 2000,  the Company will purchase the remaining
ownership interest for $269,000 in a combined stock and cash transaction.

     Both of these  transactions will be accounted for using the purchase method
of accounting.  Accordingly,  a portion of the purchase prices will be allocated
to net tangible and intangible assets based on their estimated fair values.

     The Company plans to fund the  acquisition of TRIP.com with additional bank
financing  and is in the  process of  completing  a new line of credit  with its
lenders.





                                       53

<PAGE>

ITEM 9.  CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

None.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Incorporated  herein by  reference is the  information  set forth under the
headings  "Proposal 1:  Election of  Directors"  and "Section  16(a)  Beneficial
Ownership  Reporting  Compliance" in our definitive Proxy Statement for our 2000
Annual Meeting of Stockholders,  filed on or before April 13, 2000.  Information
regarding  "Executive  Officers"  is  included  in  Item  1  under  the  heading
"Executive Officers".

ITEM 11.  EXECUTIVE COMPENSATION

     Incorporated  herein by  reference is the  information  set forth under the
heading "Executive  Compensation" in our definitive Proxy Statement for our 2000
Annual Meeting of Stockholders, filed on or before April 13, 2000.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Incorporated  herein by  reference is the  information  set forth under the
headings  "Voting Rights and  Stockholders'  Agreement",  "Principal  Holders of
Securities" and "Ownership of Common Stock by Directors and Executive  Officers"
in our definitive  Proxy Statement for our 2000 Annual Meeting of  Stockholders,
filed on or before April 13, 2000.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Incorporated  herein by  reference is the  information  set forth under the
heading "Certain Relationships and Related Transactions" in our definitive Proxy
Statement for our 2000 Annual Meeting of Stockholders,  filed on or before April
13, 2000.

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(3) Exhibits required to be filed by Item 601 of Regulation S-K

Exhibit Number  Exhibit Description
--------------  -------------------

2.1             General  Partnership  Interest  Purchase  Agreement  among
                United Air Lines,Inc., Covia LLC, U.S.  Airways,  Inc., USAM
                Corp., Air Canada,  Resnet Holdings, Inc., Apollo Travel
                Services Partnership and Galileo  International  Partnership (2)

2.2             Share Purchase Agreement between SAirGroup (LTD.) and Galileo
                International Partnership (2)

2.3             General Share Purchase Agreement among Koninklijke Luchtvaart
                Maatschappij N.V., Galileo Nederland B.V. and Galileo
                International Partnership (1)

2.4             Merger Agreement among Galileo International Partnership,
                Galileo International, L.L.C. and Galileo International, Inc.(2)

3.1             Restated Certificate of Incorporation of Galileo International,
                Inc. (2)

                                       54
<PAGE>


3.2             Restated By-Laws of Galileo International, Inc. (2)

4.1             Registration Rights Agreement among Galileo International, Inc.,
                Covia LLC., USAM Corp., RESNET Holdings, Inc., Distribution
                Systems Inc., Roscor A.G., Travel Industry Systems B.V.,
                Retford Limited, Racom Teledata S.p.A., Travidata Inc., Olynet
                Inc. and Coporga, Inc. (2)

4.2             Specimen Certificate representing Common Stock (1)

10.1            Stockholders' Agreement among Galileo International, Inc.,
                certain of its Stockholders and certain related parties of such
                Stockholders (2)
                  (a) First Amendment to Stockholders' Agreement

10.2            Services Agreement among Galileo International, L.L.C., United
                Air Lines, Inc., US Airways, Inc. and Air Canada (2)

10.3            Services Agreement between Galileo International, L.L.C. and
                SwissAir Swiss Air Transport Ltd. (2)

10.4            Form of Services Agreement between the Registrant and
                Koninklijke Luchtvaart Maatschappij N.V. (1)

10.5            Amended and Restated Non-Competition Agreement among Galileo
                International, Inc., Galileo International, L.L.C., and United
                Air Lines, Inc., UAL Corporation, Covia LLC, Air Wisconsin, Inc.
                and Air Wis Services, Inc. together with Schedule 1 indicating
                other substantially similar agreements (2) (13)

10.6            Rights Waiver Agreement between SAirGroup and Galileo
                International Partnership (2)

10.7            Form of Rights Waiver Agreement between Koninklijke Luchtvaart
                Maatschappij N.V. and Galileo International Partnership (1)

10.8            Merger Agreement By and Among Galileo International, Inc.,
                Galileo Acquisition Co.and Trip.com, Inc.

10.9            Credit Agreements:
                  (a) Second Amended and Restated $200,000,000 364-Day Credit
                      Agreement (12)
                  (b) $400,000,000 Five-Year Credit Agreement (2)
                      (i)   Assignment and Assumption Agreement (4)
                      (ii)  Amendment No. 1 (4)
                      (iii) Amendment No. 2 (6)
                      (iv)  Amendment No. 3 (7)
                      (v)   Amendment No. 4 (11)
                      (vi)  Amendment No. 5 (12)
                  (c) Galileo Canada ULC $34,391,917 Credit Agreement (6)
                      (i)   Amendment No. 1 (12)

10.10           Galileo International, Inc. Guaranty (6)
                      (i)   Amendment No. 1 (11)
                      (ii)  Amendment No. 2 (11)
                      (iii) Amendment No. 3 (12)

                                       55
<PAGE>


10.11           Hillmead Underlease (1)

10.12           Underlease, dated 1996, between The Galileo Company and Lucent
                Technologies Network Systems UK Limited (1)

10.13           Lease, dated March 1, 1994, between St. Martins Property
                Investments Limited and The Galileo Company (1)

10.14           Englewood, Colorado Office Lease, dated April 18, 1988 (1)
                  (a) First Amendment to Englewood, Colorado Office Lease,
                      dated June 23, 1988 (1)

10.15           Rosemont Office Lease, dated March 31, 1995 (1)

10.16           Windsor, England Office Agreement for Lease, dated June 2, 1999
                (10)
                      (i)   Annex No. 1 (12)

10.17           Term Lease Master Agreement dated May 9, 1988, between IBM
                Credit Corporation and Covia Partnership (1)

10.18           Master Lease Agreement, dated November 11, 1988, between
                Comdisco, Inc. and Covia Partnership (1)

10.19           Software License Agreement, dated August 1, 1994 between Allen
                Systems Group, Inc. and Galileo International (1)

10.20           Program Product Master License Agreement between Candle
                Corporation and Galileo International Partnership (1)
                  (a) Addendum No. 4 to Program Product Master License Agreement
                      (9)
                  (b) Addendum No. 1 to Program Product Master License Agreement
                  (c) Addendum No. 2 to Program Product Master License Agreement
                  (d) Addendum No. 3 to Program Product Master License Agreement

10.21           Foundation License Addendum to Order Form between Galileo
                International and Computer Associates International, Inc. (1)
                  (a) Amendment No. 1 to the Addendum to Order Form (7)
                  (b) Amendment No. 2 to the Addendum to Order Form

10.22           Software License Agreement and Addendum, dated August 19, 1994,
                between Sterling Software (U.S.A.), Inc. and Galileo
                International (1)
                  (a) Product Schedule to Software License Agreement and
                      Addendum (9)
                  (b) Addendum No. 1 to Product Schedule (9)

10.23           Master Agreement for MCI Enhanced Services, dated February 14,
                1996, between MCI Telecommunications Corporation and Galileo
                International Partnership (1)
                  (a) Second Amendment to the Master Agreement for MCI Enhanced
                      Services (4)
                  (b) Amendment Number Three to Master Agreement for Enhanced
                      Services (4)

10.24           Agreement for the Provision of Telecommunication Services
                between Societe Internationale de Telecommunications
                Aeronautiques and Galileo International, L.L.C. (13)

10.25           Form of Galileo International Distributor Sales and Service
                Agreement (1)
                                       56
<PAGE>


10.26           Form of Global Airline Distribution Agreement (1)

10.27           Agreement for the Provision of Services between The Galileo
                Company and Galileo International Partnership (1)

10.28           AT&T OneNet Contract dated December 28, 1998 (7)
                  (a) Amendment No. 1 dated May 22, 1999
                  (b) Amendment No. 2 dated July 29, 1999

*10.32          Galileo International Severance Plan (1)

*10.33          Galileo International Savings and Investment Plan (1)
                  (a) First Amendment to the Galileo International Savings and
                      Investment Plan effective January 1, 1995 (8)
                  (b) Second Amendment to the Galileo International Savings and
                      Investment Plan effective December 31, 1997 (8)
                  (c) Third Amendment to the Galileo International Savings and
                      Investment Plan effective February 1, 1999 (8)

*10.34          Galileo International Car Policy (1)

*10.35          Galileo Retirement and Death Benefit Scheme (1)

*10.36          Galileo International Employee Pension Plan (1)

*10.37          Galileo International Flextrack Benefits Plan (1)

*10.38          Galileo International Retiree Medical Plan (1)

*10.39          Galileo International, Inc. 1997 Stock Incentive Plan, as
                revised May 1,1998 (5)

*10.40          Galileo International, Inc. 1999 Equity and Performance
                Incentive Plan (10)

*10.41          Galileo International, Inc. 1997 Non-Employee Director Stock
                Plan (1)

*10.42          Form of Deferred Compensation Arrangements For Senior Officers
                of Galileo International, Inc. (3)

*10.43          Galileo UK Health Benefit Policy (1)

*10.44          Employment Agreement of James E. Barlett (7)

*10.45          Form of Senior [and Executive] Vice President Employment
                Agreement (11)

*10.46          Travel Accident Insurance Plan (7)
                  (a) Plan specific for Asia, the Americas and Pacific (7)
                  (b) Plan specific for Africa, Europe and the Middle East (7)

*10.47          Galileo International Management Incentive Plan 1998 Plan
                Summary (6)

*10.48          Form of Non-Qualified Stock Option Agreement [Standard Form -
                Executive Group] (12)

*10.49          Form of Non-Qualified Stock Option Agreement [Standard Form -
                Non-Executive Group] (12)

                                       57
<PAGE>


11.1            Computation of Per Share Earnings

21.1            Subsidiaries of the Registrant

23.1            Consent of KPMG LLP

27.1            Financial Data Schedule

<TABLE>
<S>   <C>

(1)   Incorporated by reference to Exhibits 2.3, 4.2 10.4, 10.9, 10.11 through 10.13, 10.15
      through 10.27, 10.29, 10.31 through 10.40, 10.42 and 10.44 to the Company's
      Registration Statement on Form S-1, including all amendments (Registration No.
      333-27495).
(2)   Incorporated by reference to Exhibits 2.1, 2.2, 2.4 through 4.1, 10.1 through 10.3,
      10.5, 10.8 and 10.10 to the Company's Form 10-Q for the quarterly period ended June
      30, 1997.
(3)   Incorporated by reference to Exhibit 10.43 to the Company's Form 10-Q for the
      quarterly period ended September 30, 1997.
(4)   Incorporated by reference to Exhibit 10.10 and 10.29 to the Company's Annual Report
      on Form 10-K for the fiscal year ended December 31, 1997.
(5)   Incorporated by reference to Exhibit 4.3 to the Company's Form S-8 Registration
      Statement  filed June 1, 1998 (Registration No. 333-55767).
(6)   Incorporated by reference to Exhibits 10.2 and 10.4 through 10.6 to the Company's
      Form 10-Q for the quarterly period ended June 30, 1998.
(7)   Incorporated by reference to Exhibits 10.8, 10.21, 10.31, 10.43 and 10.44 to the
      Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
(8)   Incorporated by reference to Exhibit 4.3(b) through 4.3(d) to the Company's Form S-8
      Registration Statement filed February 1, 1999 (Registration No. 333-71507).
(9)   Incorporated by reference to Exhibit 10.1 through 10.3 to the Company's Form 10-Q for
      the quarterly period ended March 31, 1999.
(10)  Incorporated by reference to Exhibit 4.3 to the Company's Form S-8 Registration
      Statement filed April 30, 1999 (Registration No. 333-77421).
(11)  Incorporated by reference to Exhibits 10.1 through 10.3, 10.5 and 10.6 to the
      Company's Form 10-Q for the quarterly period ended June 30, 1999.
(12)  Incorporated by reference to Exhibits 10.1 through 10.7 to the Company's Form 10-Q
      for the quarterly period ended September 30, 1999.
(13)  Portions of this Exhibit have been omitted pursuant to a request for confidential
      treatment.  The omitted material has been filed separately with the Securities and
      Exchange Commission.
</TABLE>


* Management contract or compensatory plan or arrangement.

(b)  Reports on Form 8-K

The Company did not file any reports on Form 8-K during the quarter ended
December 31, 1999.

                                       58


<PAGE>


                                               SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  on the 10th day of
March, 2000.

                                          GALILEO INTERNATIONAL, INC.


                                          By:   /s/ James E. Barlett
                                                --------------------

                                                James E. Barlett, Chairman,
                                                President and Chief Executive
                                                Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

Signature                   Title                      Date

/s/ James E. Barlett        Chairman, President and    February 24, 2000
--------------------        Chief Executive Officer
James E. Barlett            (principal executive
                            officer)

/s/ Paul H. Bristow         Director, Executive Vice   February 24, 2000
-------------------         President, Chief
Paul H. Bristow             Financial Officer and
                            Treasurer (principal
                            financial and accounting
                            officer)

/s/ Anthony C. Swanagan     Director, Senior Vice      February 24, 2000
-----------------------     President, General
Anthony C. Swanagan         Counsel and Secretary


/s/ Graham W. Atkinson      Director                   February 24, 2000
----------------------
Graham W. Atkinson

/s/ Wim Dik                 Director                   February 24, 2000
-----------
Wim Dik

/s/ Mina Gouran             Director                   February 24, 2000
---------------
Mina Gouran

/s/ Georges P. Schorderet   Director                   February 24, 2000
-------------------------
Georges P. Schorderet

/s/ Andrew P. Studdert      Director                   March 8, 2000
----------------------
Andrew P. Studdert

/s/ Kenneth Whipple         Director                   February 24, 2000
--------------------
Kenneth Whipple


                                       59
<PAGE>

(c)   Exhibit Index
      -------------

Exhibit Number  Exhibit Description
--------------  -------------------

2.1             General  Partnership  Interest  Purchase  Agreement  among
                United Air Lines,Inc., Covia LLC, U.S.  Airways,  Inc., USAM
                Corp., Air Canada,  Resnet Holdings, Inc., Apollo Travel
                Services Partnership and Galileo  International  Partnership (2)

2.2             Share Purchase Agreement between SAirGroup (LTD.) and Galileo
                International Partnership (2)

2.3             General Share Purchase Agreement among Koninklijke Luchtvaart
                Maatschappij N.V., Galileo Nederland B.V. and Galileo
                International Partnership (1)

2.4             Merger Agreement among Galileo International Partnership,
                Galileo International, L.L.C. and Galileo International, Inc.(2)

3.1             Restated Certificate of Incorporation of Galileo International,
                Inc. (2)

3.2             Restated By-Laws of Galileo International, Inc. (2)

4.1             Registration Rights Agreement among Galileo International, Inc.,
                Covia LLC., USAM Corp., RESNET Holdings, Inc., Distribution
                Systems Inc., Roscor A.G., Travel Industry Systems B.V.,
                Retford Limited, Racom Teledata S.p.A., Travidata Inc., Olynet
                Inc. and Coporga, Inc. (2)

4.2             Specimen Certificate representing Common Stock (1)

10.1            Stockholders' Agreement among Galileo International, Inc.,
                certain of its Stockholders and certain related parties of such
                Stockholders (2)
                  (a) First Amendment to Stockholders' Agreement

10.2            Services Agreement among Galileo International, L.L.C., United
                Air Lines, Inc., US Airways, Inc. and Air Canada (2)

10.3            Services Agreement between Galileo International, L.L.C. and
                SwissAir Swiss Air Transport Ltd. (2)

10.4            Form of Services Agreement between the Registrant and
                Koninklijke Luchtvaart Maatschappij N.V. (1)

10.5            Amended and Restated Non-Competition Agreement among Galileo
                International, Inc., Galileo International, L.L.C., and United
                Air Lines, Inc., UAL Corporation, Covia LLC, Air Wisconsin, Inc.
                and Air Wis Services, Inc. together with Schedule 1 indicating
                other substantially similar agreements (2) (13)

10.6            Rights Waiver Agreement between SAirGroup and Galileo
                International Partnership (2)

10.7            Form of Rights Waiver Agreement between Koninklijke Luchtvaart
                Maatschappij N.V. and Galileo International Partnership (1)

10.8            Merger Agreement By and Among Galileo International, Inc.,
                Galileo Acquisition Co.and Trip.com, Inc.

                                       60
<PAGE>


10.9            Credit Agreements:
                  (a) Second Amended and Restated $200,000,000 364-Day Credit
                      Agreement (12)
                  (b) $400,000,000 Five-Year Credit Agreement (2)
                      (i)   Assignment and Assumption Agreement (4)
                      (ii)  Amendment No. 1 (4)
                      (iii) Amendment No. 2 (6)
                      (iv)  Amendment No. 3 (7)
                      (v)   Amendment No. 4 (11)
                      (vi)  Amendment No. 5 (12)
                  (c) Galileo Canada ULC $34,391,917 Credit Agreement (6)
                      (i)   Amendment No. 1 (12)

10.10           Galileo International, Inc. Guaranty (6)
                      (i)   Amendment No. 1 (11)
                      (ii)  Amendment No. 2 (11)
                      (iii) Amendment No. 3 (12)

10.11           Hillmead Underlease (1)

10.12           Underlease, dated 1996, between The Galileo Company and Lucent
                Technologies Network Systems UK Limited (1)

10.13           Lease, dated March 1, 1994, between St. Martins Property
                Investments Limited and The Galileo Company (1)

10.14           Englewood, Colorado Office Lease, dated April 18, 1988 (1)
                  (a) First Amendment to Englewood, Colorado Office Lease,
                      dated June 23, 1988 (1)

10.15           Rosemont Office Lease, dated March 31, 1995 (1)

10.16           Windsor, England Office Agreement for Lease, dated June 2, 1999
                (10)
                      (i)   Annex No. 1 (12)

10.17           Term Lease Master Agreement dated May 9, 1988, between IBM
                Credit Corporation and Covia Partnership (1)

10.18           Master Lease Agreement, dated November 11, 1988, between
                Comdisco, Inc. and Covia Partnership (1)

10.19           Software License Agreement, dated August 1, 1994 between Allen
                Systems Group, Inc. and Galileo International (1)

10.20           Program Product Master License Agreement between Candle
                Corporation and Galileo International Partnership (1)
                  (a) Addendum No. 4 to Program Product Master License Agreement
                      (9)
                  (b) Addendum No. 1 to Program Product Master License Agreement
                  (c) Addendum No. 2 to Program Product Master License Agreement
                  (d) Addendum No. 3 to Program Product Master License Agreement

10.21           Foundation License Addendum to Order Form between Galileo
                International and Computer Associates International, Inc. (1)
                  (a) Amendment No. 1 to the Addendum to Order Form (7)

                                       61
<PAGE>

                  (b) Amendment No. 2 to the Addendum to Order Form

10.22           Software License Agreement and Addendum, dated August 19, 1994,
                between Sterling Software (U.S.A.), Inc. and Galileo
                International (1)
                  (a) Product Schedule to Software License Agreement and
                      Addendum (9)
                  (b) Addendum No. 1 to Product Schedule (9)

10.23           Master Agreement for MCI Enhanced Services, dated February 14,
                1996, between MCI Telecommunications Corporation and Galileo
                International Partnership (1)
                  (a) Second Amendment to the Master Agreement for MCI Enhanced
                      Services (4)
                  (b) Amendment Number Three to Master Agreement for Enhanced
                      Services (4)

10.24           Agreement for the Provision of Telecommunication Services
                between Societe Internationale de Telecommunications
                Aeronautiques and Galileo International, L.L.C. (13)

10.25           Form of Galileo International Distributor Sales and Service
                Agreement (1)

10.26           Form of Global Airline Distribution Agreement (1)

10.27           Agreement for the Provision of Services between The Galileo
                Company and Galileo International Partnership (1)

10.28           AT&T OneNet Contract dated December 28, 1998 (7)
                  (a) Amendment No. 1 dated May 22, 1999
                  (b) Amendment No. 2 dated July 29, 1999

*10.32          Galileo International Severance Plan (1)

*10.33          Galileo International Savings and Investment Plan (1)
                  (a) First Amendment to the Galileo International Savings and
                      Investment Plan effective January 1, 1995 (8)
                  (b) Second Amendment to the Galileo International Savings and
                      Investment Plan effective December 31, 1997 (8)
                  (c) Third Amendment to the Galileo International Savings and
                      Investment Plan effective February 1, 1999 (8)

*10.34          Galileo International Car Policy (1)

*10.35          Galileo Retirement and Death Benefit Scheme (1)

*10.36          Galileo International Employee Pension Plan (1)

*10.37          Galileo International Flextrack Benefits Plan (1)

*10.38          Galileo International Retiree Medical Plan (1)

*10.39          Galileo International, Inc. 1997 Stock Incentive Plan, as
                revised May 1,1998 (5)

*10.40          Galileo International, Inc. 1999 Equity and Performance
                Incentive Plan (10)

*10.41          Galileo International, Inc. 1997 Non-Employee Director Stock
                Plan (1)

                                       62
<PAGE>


*10.42          Form of Deferred Compensation Arrangements For Senior Officers
                of Galileo International, Inc. (3)

*10.43          Galileo UK Health Benefit Policy (1)

*10.44          Employment Agreement of James E. Barlett (7)

*10.45          Form of Senior [and Executive] Vice President Employment
                Agreement (11)

*10.46          Travel Accident Insurance Plan (7)
                  (a) Plan specific for Asia, the Americas and Pacific (7)
                  (b) Plan specific for Africa, Europe and the Middle East (7)

*10.47          Galileo International Management Incentive Plan 1998 Plan
                Summary (6)

*10.48          Form of Non-Qualified Stock Option Agreement [Standard Form -
                Executive Group] (12)

*10.49          Form of Non-Qualified Stock Option Agreement [Standard Form -
                Non-Executive Group] (12)

11.1            Computation of Per Share Earnings

21.1            Subsidiaries of the Registrant

23.1            Consent of KPMG LLP

27.1            Financial Data Schedule

<TABLE>
<S>   <C>

(1)   Incorporated by reference to Exhibits 2.3, 4.2 10.4, 10.9, 10.11 through 10.13, 10.15
      through 10.27, 10.29, 10.31 through 10.40, 10.42 and 10.44 to the Company's
      Registration Statement on Form S-1, including all amendments (Registration No.
      333-27495).
(2)   Incorporated by reference to Exhibits 2.1, 2.2, 2.4 through 4.1, 10.1 through 10.3,
      10.5, 10.8 and 10.10 to the Company's Form 10-Q for the quarterly period ended June
      30, 1997.
(3)   Incorporated by reference to Exhibit 10.43 to the Company's Form 10-Q for the
      quarterly period ended September 30, 1997.
(4)   Incorporated by reference to Exhibit 10.10 and 10.29 to the Company's Annual Report
      on Form 10-K for the fiscal year ended December 31, 1997.
(5)   Incorporated by reference to Exhibit 4.3 to the Company's Form S-8 Registration
      Statement  filed June 1, 1998 (Registration No. 333-55767).
(6)   Incorporated by reference to Exhibits 10.2 and 10.4 through 10.6 to the Company's
      Form 10-Q for the quarterly period ended June 30, 1998.
(7)   Incorporated by reference to Exhibits 10.8, 10.21, 10.31, 10.43 and 10.44 to the
      Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
(8)   Incorporated by reference to Exhibit 4.3(b) through 4.3(d) to the Company's Form S-8
      Registration Statement filed February 1, 1999 (Registration No. 333-71507).
(9)   Incorporated by reference to Exhibit 10.1 through 10.3 to the Company's Form 10-Q for
      the quarterly period ended March 31, 1999.
(10)  Incorporated by reference to Exhibit 4.3 to the Company's Form S-8 Registration
      Statement filed April 30, 1999 (Registration No. 333-77421).
(11)  Incorporated by reference to Exhibits 10.1 through 10.3, 10.5 and 10.6 to the
      Company's Form 10-Q for the quarterly period ended June 30, 1999.
(12)  Incorporated by reference to Exhibits 10.1 through 10.7 to the Company's Form 10-Q
      for the quarterly period ended September 30, 1999.

                                       63

<PAGE>

(13)  Portions of this Exhibit have been omitted pursuant to a request for confidential
      treatment.  The omitted material has been filed separately with the Securities and
      Exchange Commission.
</TABLE>


* Management contract or compensatory plan or arrangement.




                                       64



<PAGE>
Exhibit 10.1

                                      FIRST AMENDMENT

                                             TO

                                  STOCKHOLDERS' AGREEMENT

                                           Among

                                GALILEO INTERNATIONAL, INC.

                                       Certain of its

                                        STOCKHOLDERS

                                        And certain

                            RELATED PARTIES OF SUCH STOCKHOLDERS


                                 Dated as of June ___, 1998



     This FIRST AMENDMENT TO STOCKHOLDER' AGREEMENT, dated as of June ___, 1998
(the "First Amendment"),  amends the Stockholders'  Agreement,  dated as of July
30, 1997 (as amended,  the "Agreement"),  among GALILEO  INTERNATIONAL,  INC., a
Delaware  corporation  (the  "Company"),  each  of the  stockholders  listed  on
Schedule  A to the  Agreement  and,  with  respect to  Articles  IV and V of the
Agreement  only,  each of the  Persons  listed on  Schedule B to the  Agreement.
Capitalized  terms used in the First Amendment and not otherwise  defined herein
have the meanings ascribed to such terms in the Agreement.

     WHEREAS,  the Company,  the Original Owners and certain other  stockholders
have entered into the Agreement which provides their understanding and agreement
for the voting of shares of Common Stock held by the Original  Owners on certain
matters, and for certain other courses of conduct; and

     WHEREAS, a certain Original Owner desires to amend the Agreement in certain
respects as hereinafter set forth;

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

     SECTION 1 Amendment.  Section 2.07 of the  Agreement is amended by deleting
the existing section in its entirety and substituting the following therefor:

     SECTION 2.07. Compensation of Directors. Unless otherwise restricted by the
Restated   Certificate  of  Incorporation  or  By-Laws  of  the  Company,   each
Independent  Director,  in  consideration  for his or her serving as such, shall
receive from the Company compensation in an amount and form customary for public
companies  comparable  to the Company.  Management  Directors  shall not receive
compensation for serving as Directors. Original Owner Directors will receive the
same compensation as received by Independent  Directors;  provided that all cash
compensation payable to an Original Owner Director who is an employee or officer
of the original Owner (or an Affiliate  thereof) electing such Director shall be
paid by the Company either to such Original  Owner or such Affiliate  unless the
Original Owner or such Affiliate  directs the Company in writing to pay the cash
compensation  directly  to any such  Director(s),  and,  in the case of non-cash
compensation  (in  the  form of  stock  options  or  otherwise),  such  non-cash
compensation will be converted into a cash amount equal to the fair market value
of such non-cash compensation,  as calculated by the Company (based, in the case
of stock options,  on the Black-Scholes  Option Pricing Model),  and such amount
will be paid by the  Company  either to such  Original  Owner or such  Affiliate
unless the Original  Owner or such  Affiliate  directs the Company in writing to
pay the  non-cash  compensation  directly to any such  Director(s).  The Company
shall  reimburse  each Director or member of a committee  for any  out-of-pocket
expenses  incurred  by him or her on  account  of his or her  attendance  at any
meeting of the Board or such committee;  provided that all such expenses payable
to an Original Owner Director who is an officer or employee of an Original Owner
(or an Affiliate  thereof)  will be paid by the Company  either to such Original
Owner or such  Affiliate  unless  the  Original  Owner or an  Affiliate  thereof
directs  the  Company  in  writing  to pay such  expenses  directly  to any such
Director(s).  Any direction by an Original  Owner or an Affiliate  thereof under
this Section 2.07 may relate to a specific payment or to payments generally, and
any such direction may be withdrawn or modified in writing by the Original Owner
or Affiliate  thereof in its sole discretion at any time prior to the payment by
the Company of the directed amount.

     SECTION 2 Effectiveness.  The amendment set forth in Section 1 shall become
effective,  as of the day and year first above written, on such date (the "First
Amendment Effective Date") when the Company shall have received  counterparts of
this First Amendment  executed  pursuant to Section 5.04(ii) of the Agreement on
behalf of the Company and the Original  Owners who are a party to the  Agreement
that hold  series of  Preferred  Stock  that are  entitled  to elect one or more
directors to the Board pursuant to the terms of the Preferred Stock.

     SECTION 3 Miscellaneous.

     SECTION 3.1  Continuing  Effectiveness.  As herein  amended,  the Agreement
shall remain in full force and effect and is hereby  ratified  and  confirmed in
all respects.  After the First  Amendment  Effective Date, all references in the
Agreement to "Stockholders' Agreement", "Agreement" or similar terms shall refer
to the Agreement as amended hereby.

     SECTION  3.2  Counterparts.  This First  Amendment  may be  executed by the
parties hereto in several  counterparts,  each of which shall be deemed to be an
original  and all of  which  shall  constitute  together  but  one and the  same
agreement.

     SECTION 3.3 Successors and Assigns.  This First  Amendment shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and permitted assigns.

     IN WITNESS WHEREOF, the parties have duly caused this First Amendment to be
executed  as of the  date  first  above  written  by their  respective  officers
thereunto duly authorized.

                                          GALILEO INTERNATIONAL, INC.


                                          By:  /s/  James E. Barlett
                                          Name:  James E. Barlett
                                          Title:  Chairman, President and Chief
                                          Executive Officer

                                          AER LINGUS LIMITED

                                          By:  /s/  Victor Garland
                                          Name:  Victor Garland
                                          Title:


                                          AIR CANADA

                                          By:
                                          Name:
                                          Title:


                                          ALITALIA-LINEE AEREE
                                          ITALIANE S.p.A.

                                          By:  /s/ Pierluigi Alemanni
                                          Name:  Pierluigi Alemanni
                                          Title:  Director


                                          RACOM TELEDATA S.p.A.

                                          By:  /s/ Pierluigi Alemanni
                                          Name:  Pierluigi Alemanni
                                          Title:  Director


                                          AUSTRIAN AIRLINES OESTERREICHISCHE
                                          LUFTVERKEHRS AKTIENGESELLSCHAFT

                                          By:  /s/  Ferdinand Schmidt
                                          Name:  Ferdinand Schmidt
                                          Title:  Network Management


                                          TRAVIDATA INC.

                                          By:  /s/  Dr. Rainer Walther
                                          Name:  Dr. Ranier Walther
                                          Title  Vice President Passenger System

                                          BRITISH AIRWAYS PLC

                                          By:  /s/  Paul Jarvis
                                          Name:  Paul Jarvis
                                          Title:  Assistant Secretary



                                          DISTRIBUTION SYSTEMS, INC.

                                          By:  Paul Jasivlee
                                          Name:  Paul Jasivlee
                                          Title:

                                        KONINKLIJKE LUCHTVAART MAATSCHAPPIJ N.V.
                                          KLM ROYAL DUTCH AIRLINES

                                          By:  /s/  H.E. Kuiperi
                                          Name:  H.E. Kuiperi
                                          Title:  Executive Vice President and
                                          General Secretary

                                          By:  /s/ J.A. de Die
                                          Name:  J.A. de Die
                                          Title:  Senior Vice President Finance

                                          TRAVEL INDUSTRY SYSTEMS B.V.

                                          By:  /s/  H.E. Kuiperi
                                          Name:  H.E. Kuiperi
                                          Title:  Executive Vice President and
                                          General Secretary

                                          By:  /s/ J.A. de Die
                                          Name:  J.A. de Die
                                          Title:  Senior Vice President Finance

                                          OLYMPIC AIRWAYS S.A.

                                          By:
                                          Name:
                                          Title:

                                          OLYNET, INC.

                                          By:
                                          Name:
                                          Title:


                                          SAIR GROUP (LTD.)

                                          By:  /s/  Georges Schorderet
                                          Name:  Georges Schorderet
                                          Title:  Executive Vice President &
                                          Chief Financial Officer

                                          By:  /s/  Sten Daugaard
                                          Name:  Sten Daugaard
                                          Title:  Corporate Treasurer

                                          ROSCOR A.G.

                                          By:  /s/  Georges Schorderet
                                          Name:  Georges Schorderet
                                          Title:  Executive Vice President &
                                          Chief Financial Officer

                                          By:  /s/  Ignaz Tschirky
                                          Name:  Ignaz Tschirky
                                          Title:  General Manager

                                          TRANSPORTES AEREOS PORTUGUESES S.A.

                                          By:  /s/  Eduardo
                                          Name:  Eduardo
                                          Title:

                                          UNITED AIR LINES, INC.

                                          By:  /s/ Stuart I. Oran
                                          Name:  Stuart I. Oran
                                          Title:  Executive Vice President -
                                          Corporate Affairs

                                          COVIA LLC

                                          By:  /s/ Stuart I. Oran
                                          Name:  Stuart I. Oran
                                          Title:  Vice President

                                          US AIRWAYS, INC.

                                          By:  /s/  Terry L. Hall
                                          Name:  Terry L. Hall
                                          Title:  Senior Vice President & Chief
                                          Financial Officer

                                          USAM CORP.

                                          By:  /s/  Terry L. Hall
                                          Name:  Terry L. Hall
                                          Title:  Senior Vice


<PAGE>
Exhibit 10.8

==============================================================================








                               Merger Agreement




                                 By and Among




                         Galileo International, Inc.,




                           Galileo Acquisition Co.



                                     and



                                Trip.com, Inc.








==============================================================================


                                     -iv-
                              Table of Contents

Section                             Heading                                 Page

Article I         The Merger.................................................1

     Section 1.1. Merger and the Surviving Corporation.......................1
     Section 1.2. Conversion of Stock........................................2
     Section 1.3. Escrow.....................................................5
     Section 1.4. Treatment of Outstanding Company Stock Options.............8
     Section 1.5. Surrender of Certificates..................................8
     Section 1.6. Withholding Rights.........................................9
     Section 1.7. Reliance Upon Exemption...................................10
     Section 1.8. Stock Certificate Legend..................................10
     Section 1.9. Tax Consequences..........................................10

Article 2         Representations and Warranties of the Company.............10

     Section 2.1. Corporate Status of the Company...........................10
     Section 2.2. Authority of the Company..................................11
     Section 2.3. Capitalization............................................11
     Section 2.4. Equity Interests of the Company...........................12
     Section 2.5. Annual Financial Statements Previously Delivered..........12
     Section 2.6. Interim Financial Statements..............................13
     Section 2.7. Operations................................................13
     Section 2.8. Liabilities and Obligations of the Company................15
     Section 2.9. Title.....................................................15
     Section 2.10.Inventories...............................................16
     Section 2.11.Information and Access....................................16
     Section 2.12.Insurance.................................................16
     Section 2.13.Litigation and Claims.....................................17
     Section 2.14.Employment Obligations....................................17
     Section 2.15.Compliance with ERISA.....................................17
     Section 2.16.Environmental Matters.....................................20
     Section 2.17.Union Relations...........................................21
     Section 2.18.Preservation of Business Relationships....................21
     Section 2.19.Taxes.....................................................21
     Section 2.20.Material Agreements.......................................22
     Section 2.21.No Default under Agreements...............................23
     Section 2.22.Compliance with Laws......................................24
     Section 2.23.Licenses, Permits and Approvals...........................24
     Section 2.24.Accounts Receivable.......................................24
     Section 2.25.Patents, Trademarks, Etc..................................24
     Section 2.26.Bank Accounts.............................................27
     Section 2.27.Real Property Matters.....................................27
     Section 2.28.Assets and Properties.....................................28
     Section 2.29.Disclosure................................................28
     Section 2.30.Updating of Schedules.....................................28
     Section 2.31.Location of Assets........................................28
     Section 2.32.Proxy Statement...........................................29

Article 3         Representations and Warranties of Galileo and
                  the Merger Sub............................................29

     Section 3.1. Corporate Status of Galileo...............................29
     Section 3.2. Authority.................................................29
     Section 3.3. Authority of Galileo and Merger Sub.......................29
     Section 3.4. Capital Structure.........................................29
     Section 3.5. SEC Documents; Galileo Financial Statements...............29
     Section 3.6. No Material Adverse Change................................30
     Section 3.7. Litigation................................................30

Article 4         Conditions Precedent to Obligations of Galileo
                  and the Merger Sub........................................30

     Section 4.1. Accuracy of Representations, Warranties and
                     Covenants..............................................30
     Section 4.2. HSR Act...................................................31
     Section 4.3. Licenses, Permits, Approvals, Etc.........................31
     Section 4.4. Employment Agreements.....................................31
     Section 4.5. Approval of Legal Matters by Counsel......................31
     Section 4.6. No Adverse Proceedings....................................31
     Section 4.7. Receipt of Closing Documents..............................31
     Section 4.8. Approval of Updated Schedules.............................31
     Section 4.9. Third Party Consents......................................31
     Section 4.10.Company Stockholder Approval..............................32
     Section 4.11.Tax Opinion...............................................32
     Section 4.12.Dissenting Company Stock..................................32
     Section 3.4. Exemption.................................................32

Article 5         Conditions Precedent to Obligations of the
                  Company...................................................32

     Section 5.1. Accuracy of Representations, Warranties and
                     Covenants..............................................32
     Section 5.2. HSR Act...................................................33
     Section 5.3. Receipt of Closing Documents..............................33
     Section 5.4. Approval of Legal Matters by Counsel......................33
     Section 5.5. Company Stockholder Approval..............................33
     Section 5.6. Tax Opinion...............................................33

Article 6         Closing...................................................33

     Section 6.1. Date, Time and Place of Closing...........................33
     Section 6.2. Documents to be Delivered by the Company to
                     Galileo................................................33
     Section 6.3. Items to Be Delivered by Galileo..........................35

Article 7         Further Agreements........................................35

     Section 7.1. Commissions and Expenses of Sale..........................35
     Section 7.2. Other Acquisition Proposals...............................36
     Section 7.3. Approvals and Consents....................................36
     Section 7.4. Company Stockholder Approval..............................36
     Section 7.5. FIRPTA....................................................37
     Section 7.6. Registration Statements...................................37

Article 8         Amendment And Termination.................................37

     Section 8.1. Amendment.................................................37
     Section 8.2. Termination...............................................37
     Section 8.3. Effect of Termination.....................................38
     Section 8.4. Waiver....................................................38

Article 9         Survival of Representations and Indemnification...........38

     Section 9.1. Survival of Representations and Warranties................38
     Section 9.2. Indemnification by the Company............................38

Article 10        Registration of Galileo Shares............................39


Article 11        Miscellaneous Provisions..................................40

     Section 11.1.Notices...................................................40
     Section 11.2.Further Assurance.........................................41
     Section 11.3.Execution and Counterparts................................41
     Section 11.4.Headings..................................................41
     Section 11.5.Effectiveness.............................................41
     Section 11.6.Miscellaneous.............................................41
     Section 11.7.Publicity.................................................41




Schedule 2.3     Capital Arrangements/Commitments
Schedule 2.4     Equity Interests/Investments
Schedule 2.7     Operations
Schedule 2.9     Title
Schedule 2.12    Insurance
Schedule 2.13    Litigation and Claims
Schedule 2.14    Employment Matters
Schedule 2.14A    Independent Contractors
Schedule 2.15    Employee Benefit Matters
Schedule 2.16    Environmental Matters
Schedule 2.17    Union Relations
Schedule 2.19    Taxes
Schedule 2.20    Material Agreements
Schedule 2.23    Licenses, Permits and Approvals
Schedule 2.25    Intellectual Property
Schedule 2.26    Bank Accounts
Schedule 2.27    Real Property Matters
Schedule 2.28    Assets and Property
Schedule 2.31.   Location of Assets
Schedule 4.4     List of Employees Who are to Sign Employment Agreements
Schedule 4.9     Partial List of Contracts Involving Third Party Consents

Exhibit A        Certificate of Merger
Exhibit B        Escrow Agreement
Exhibit C        Stockholders Representations
Exhibit D        Legal Opinion of Company's Counsel
Exhibit E        Legal Opinion of Galileo's Counsel

     Pursuant  to  Rule  601  (b)(2),  the  Company  hereby  agrees  to  furnish
supplementally a copy of any omitted schedule ot the Commission upon request.

                                     E-43
                               Merger Agreement

      This  Agreement is made and entered into as of the ____ day of February,
2000,  by and  among  Galileo  International,  Inc.,  a  Delaware  corporation
(hereinafter  referred to as "Galileo"),  Galileo  Acquisition Co., a Delaware
corporation  (hereinafter  referred to as the  "Merger  Sub"),  and  Trip.com,
Inc., a Delaware corporation (hereinafter referred to as the "Company");


                                 Witnesseth:

      Whereas,  the Merger Sub is a wholly-owned  subsidiary of Galileo formed
for the purposes of the transaction contemplated hereunder;

      Whereas,  the respective Boards of Directors of Galileo,  the Merger Sub
and the Company  have  approved  the merger of the  Company  with and into the
Merger Sub  described  in  Article 1 hereof  (hereinafter  referred  to as the
"Merger"),  and have  determined  that the Merger is in the best  interests of
Galileo, the Merger Sub and the Company and their respective stockholders;

      Whereas,  for Federal income tax purpose, it is intended that the Merger
shall qualify as a  reorganization  under the provisions of Section 368 of the
Internal  Revenue  Code of 1986,  as amended  (hereinafter  referred to as the
"Code");

      Now,  Therefore,  in  consideration  of the  premises and other good and
valuable  consideration,  the  receipt  and  sufficiency  of which are  hereby
acknowledged and confessed, the parties hereto hereby agree as follows:


                                  Article I


                                  The Merger

   Section 1.1.  Merger  and the  Surviving  Corporation.  (a) Subject  to the
terms and conditions of this  Agreement,  the Company shall be merged with and
into the Merger Sub (which shall be the surviving  corporation  in the Merger)
in accordance with the General  Corporation Law of the State of Delaware.  The
Merger shall become  effective  upon the filing with the Secretary of State of
Delaware of a properly executed  certificate of merger with respect thereto in
substantially  the form which is attached  hereto as Exhibit A and hereby made
a part hereof  (hereinafter  referred to as the "Certificate of Merger") or at
such  later  time,  if any,  as may be agreed  to by the  parties  hereto  and
specified  in the  Certificate  of  Merger.  The time  when the  Merger  shall
become  effective  is  hereinafter  referred to as the  "Effective  Time." For
purposes hereof,  the term  "Constituent  Corporations"  shall mean the Merger
Sub and the  Company  and the  term  "Surviving  Corporation"  shall  mean the
Merger Sub as the corporation surviving in the Merger.

     (b)   At the Effective  Time, by virtue of the Merger,  the Company shall
be  merged  with and into the  Merger  Sub,  with the  Merger  Sub  being  the
surviving corporation,  and all the rights, privileges,  powers and franchises
of each of the Merger Sub and the Company  and all  property,  real,  personal
and mixed, and all debts due on whatever account,  including things in action,
and all and every  other  interest  of or  belonging  to or due to each of the
Merger Sub and the Company  shall be vested in the Surviving  Corporation  and
shall be as  effectually  the property of the  Surviving  Corporation  as they
were of the Merger Sub and the Company  without  further act or deed,  and the
Surviving  Corporation  shall be  responsible  and  liable  for all the debts,
liabilities  and duties of each of the Merger  Sub and the  Company,  all with
the full effect  provided for in the General  Corporation  Law of the State of
Delaware.  If at any time the  Surviving  Corporation  shall  determine  or be
advised  that any further  action is  necessary  or  desirable  to vest in the
Surviving  Corporation,  according to the terms hereof,  title to any property
or any rights of the  Constituent  Corporations or to carry out the purpose of
this  Agreement,  the last acting officers and directors of the Company to the
extent  such  persons  are  available,   or  the  corresponding  officers  and
directors  of the  Surviving  Corporation,  as  the  case  may  be,  shall  be
authorized to take such action.

     (c)   The  certificate  of  incorporation  of the  Merger  Sub in  effect
immediately   prior  to  the  Effective  Time  shall  be  the  certificate  of
incorporation  of the Surviving  Corporation at and after the Effective  Time,
until  amended in  accordance  with the  provisions  thereof  and the  General
Corporation  Law of the State of Delaware,  except that at the Effective  Time
such  certificate  of  incorporation  shall  be  amended  as set  forth in the
Certificate  of Merger.  The  Surviving  Corporation  shall be governed by the
laws of the State of Delaware.

     (d)   The  bylaws of the Merger  Sub in effect  immediately  prior to the
Effective  Time shall be the bylaws of the Surviving  Corporation at and after
the Effective  Time,  until altered,  amended or repealed as provided  therein
and in the certificate of incorporation of the Surviving Corporation.

     (e)   The directors of the Merger Sub in office  immediately prior to the
Effective  Time shall be the  directors of the  Surviving  Corporation  at and
after the Effective  Time,  until their  successors  are elected in accordance
with the bylaws of the Surviving Corporation.

     (f)   The officers of the Merger Sub in office  immediately  prior to the
Effective  Time shall be the  officers  of the  Surviving  Corporation  at and
after the Effective  Time,  holding the offices in the  Surviving  Corporation
which they held in the Merger  Sub  immediately  prior  thereto,  until  their
successors  are  elected or  appointed  in  accordance  with the bylaws of the
Surviving Corporation.

     (g)   From and after the Effective  Time, the stock transfer books of the
Merger  Sub and of the  Company  shall be closed  with  respect to any and all
shares of the capital  stock of the Merger Sub and the Company,  respectively,
which were issued and outstanding  immediately prior to the Effective Time and
no transfer of any such shares shall thereafter be made.

   Section 1.2.  Conversion  of  Stock.  (a)  At  the  Effective  Time  of the
Merger,  by virtue of the  Merger  and  without  any action on the part of the
Merger Sub,  the Company or the holders of any shares of the capital  stock of
the Company,  each share of the Common Stock,  $.001 par value of the Company,
Series A Preferred Stock, $.001 par value, of the Company,  Series B Preferred
Stock,  $.001 par value, of the Company,  Series C  Preferred Stock, $.001 par
value, of the Company,  and Series D  Preferred Stock, $.001 par value, of the
Company issued and outstanding  immediately prior to the Effective Time, other
than shares of the capital  stock of the Company held by Galileo or any of its
wholly-owned   subsidiaries  (hereinafter  referred  to  collectively  as  the
"Company  Stock"),  shall be cancelled  and be  extinguished  and be converted
into and become a right to receive  (hereinafter  referred  to as the  "Merger
Consideration"):

     (i)   cash in the amount  equal to the quotient of  $119,000,000  divided
by the sum of (x) the  aggregate  number of shares of the Company Stock issued
and outstanding  immediately prior to the Effective Time (hereinafter referred
to as the "Issued and Outstanding  Number"),  plus (y) the aggregate number of
shares of the Company  Stock  which the Company  would be required to issue to
the  holders  of  any  options,  warrants,  convertible  securities  or  other
contracts or rights  existing  immediately  prior to the  Effective  Time (but
excluding  from said number any shares of the  preferred  stock of the Company
which are  included  in the  Issued and  Outstanding  Number  pursuant  to the
foregoing  clause (x))  entitling  the holders  thereof or parties  thereto to
acquire  shares of the Company Stock  assuming all of such options,  warrants,
convertible   securities  or  other   contracts  or  rights  were  then  fully
exercisable or convertible and were exercised or converted  (hereinafter  said
sum is referred to as the "Fully-diluted  Number"),  which quotient shall then
have  subtracted  therefrom the quotient of $21,629,279  divided by the Issued
and Outstanding  Number (the aggregate amount of cash payable pursuant to this
clause (i) is hereinafter referred to as the "Merger Cash");

    (ii)   the  right to  receive  a  proportionate  amount  of  distributions
payable to or for the benefit of the holders of the Company Stock  pursuant to
the Escrow Agreement (as such term is hereinafter  defined)  pursuant to which
Galileo or the Merger Sub will  deposit  $20,000,000  on the Closing  Date for
the  benefit of the  holders of the  Company  Stock  immediately  prior to the
Effective Time, which  proportionate  amount shall be equal to the quotient of
the amount of any such  distribution  divided  by the  Issued and  Outstanding
Number; and

   (iii)   the right to receive  that  number of shares of the  common  stock,
$.001 par value,  of Galileo  (hereinafter  referred to as the "Galileo Common
Stock")  which is equal to the  quotient of (x) the  quotient of  $150,000,000
divided by the average of the closing  prices for the Galileo  Common Stock on
the New York Stock  Exchange  for the ten trading days  preceding  the date of
this Agreement (said average  closing price is hereinafter  referred to as the
"Galileo  Common Stock Price")  divided by (y) the  Fully-diluted  Number (the
aggregate  number of shares of Galileo  Common Stock to be issued  pursuant to
this clause (iii) (exclusive of any fractional  shares and without taking into
consideration  the  application  of  the  following  proviso)  is  hereinafter
referred to as the "Merger  Shares");  provided,  however,  that if the sum of
(x) the Merger Cash,  (y) the  $20,000,000  deposited  into the Escrow and (z)
any cash  payable for  fractional  shares  pursuant to Section  1.2(d)  hereof
(hereinafter  the sum of (x), (y) and (z) as calculated  without  applying the
provisions of the second  proviso of this  clause (iii)  is referred to as the
"Adjusted  Merger  Cash")  would  exceed  the  aggregate  value of the  Merger
Shares,  determined  by  multiplying  the  average  of the high and low  sales
prices of a share of Galileo  Common  Stock on the Closing Date as reported on
the New York  Stock  Exchange  (the  "Closing  Date  Price")  by the number of
Merger  Shares  (hereinafter  said  aggregate  value of the  Merger  Shares is
referred to as the "Merger  Shares Value") then an amount in cash equal to the
sum of one-half of such excess plus $10,000 over the Merger  Shares Value (the
"Excess  Cash  Amount")  will not be paid in cash but will be paid  instead in
that number of shares of Galileo  Common  Stock  determined  by  dividing  the
Excess Cash Amount by the Closing Date Price  (hereinafter  referred to as the
"Supplemental   Galileo  Common   Stock"),   and  such  number  of  shares  of
Supplemental  Galileo Common Stock divided by the  Fully-diluted  Number shall
be added to the  number  of shares  of  Galileo  Common  Stock  determined  in
accordance  with the  provisions of this clause (iii)  preceding  this proviso
which are to be paid per share to each holder of the Company Stock;  provided,
further,  that if the Merger  Shares Value would  exceed the  Adjusted  Merger
Cash without  applying the provisions of this proviso  (hereinafter the amount
of such excess is referred to as the "Excess  Merger Shares  Value"),  Galileo
shall have the  option of  reducing  the  number of shares of  Galileo  Common
Stock  to be  issued  for  each  share  of  Company  Stock  pursuant  to  this
clause (iii)  by that number of shares  which is equal to the quotient of that
portion of the Excess Merger  Shares Value which the Company  elects to pay in
cash instead of shares of Galileo  Common Stock  pursuant to the provisions of
this  proviso  divided  by the  Closing  Date  Price and then  divided  by the
Fully-diluted  Number  by  paying  an  additional  amount of cash per share of
Company  Stock  pursuant to  Section 1.2(a)(i)  equal to the  quotient of that
portion of the Excess Merger Shares Value which Galileo  elects to pay in cash
instead of shares of Galileo  Common Stock  pursuant to the provisions of this
proviso divided by the Fully-diluted Number.

     (b)   Each of the shares of  Company  Stock held by Galileo or any of its
wholly-owned   subsidiaries  or  the  Company  or  any  of  its   wholly-owned
subsidiaries  immediately  prior to the Effective  Time shall be cancelled and
retired  at the  Effective  Time  and no  consideration  shall  be  issued  in
exchange thereof.

     (c)   Each  outstanding  share of the common and  preferred  stock of the
Merger Sub issued and  outstanding  immediately  prior to the  Effective  Time
shall, by virtue of the Merger,  remain issued and outstanding as one share of
the common stock and  preferred  stock,  as the case may be, of the  Surviving
Corporation.

     (d)   Notwithstanding  any  other  provisions  of  this  Agreement,  each
holder of shares of Company Stock  exchanged  pursuant to the Merger who would
otherwise  have been  entitled  to  receive a  fraction  of a share of Galileo
Common Stock (after  taking into  account all  certificates  delivered by such
holder) shall receive,  in lieu thereof,  cash (without interest) in an amount
equal to such  fractional  part of a share of Galileo Common Stock  multiplied
by the  Galileo  Common  Stock  Price.  No such  holder  will be  entitled  to
dividends,  voting rights or any other rights as a  stockholder  in respect of
any fractional share.

     (e)   Each  outstanding  share of the Company Stock as to which a written
demand for  appraisal is filed in  accordance  with Section 262 of the General
Corporation  Law of the State of  Delaware at or prior to the Meeting (as such
term is defined in Section 7.4 hereof)  and not  withdrawn  at or prior to the
Meeting and which is not voted in favor of the Merger  shall not be  converted
into or  represent  a right to  receive  the Merger  Consideration  unless and
until  the  holder  thereof  shall  have  failed  to  perfect,  or shall  have
effectively  withdrawn  or lost  his,  her or its  right to  appraisal  of and
payment for his,  her or its Company  Stock under said  Section  262, at which
time his, her or its shares  shall be converted  into the right to receive the
Merger  Consideration.  All such  shares of  Company  Stock as to which such a
written  demand for appraisal is so filed and not withdrawn at or prior to the
Meeting  and  which  are not  voted in favor of the  Merger,  except  any such
shares of Company  Stock the  holder of which,  prior to the  Effective  Time,
shall have  effectively  withdrawn  or lost his, her or its right of appraisal
and payment  for his,  her or its shares of Company  Stock under said  Section
262, are  hereinafter  referred to as "Dissenting  Company Stock." The Company
shall  give  prompt  notice to  Galileo  upon  receipt  by the  Company of any
written  demand for appraisal  rights,  withdrawal  of such  demands,  and any
other written  communications  delivered by or to the Company pursuant to said
Section  262,  and the  Company  shall give  Galileo the  opportunity,  to the
extent  permitted  by law,  to direct all  negotiation  and  proceedings  with
respect to such demands.  The Company shall not  voluntarily  make any payment
with respect to any demands for  appraisal  rights and shall not,  except with
the prior  written  consent  of  Galileo,  settle or offer to settle  any such
demands.  Each  holder of Company  Stock who  becomes  entitled,  pursuant  to
provisions  of said  Section  262,  to payment  for his,  her or its shares of
Company Stock under the  provisions of said Section 262 shall receive  payment
therefor  from the  Surviving  Corporation  and such  shares of Company  Stock
shall be cancelled.

   Section 1.3.  Escrow  and   Appointment  of   Stockholder   Representative.
(a) On the  Closing  Date,  Galileo  or the Merger Sub will  deliver in escrow
(the "Escrow")  $20,000,000 by wire transfer of immediately available funds to
LaSalle  Bank N.A.  as escrow  agent  (hereinafter  referred to as the "Escrow
Agent"),  pursuant to the terms of an escrow  agreement in  substantially  the
form attached hereto as Exhibit D (the "Escrow Agreement"),  said Escrow to be
available  for any Losses (as such term is defined in Section  9.2 hereof) for
which Galileo may make a claim pursuant to Section 9.2 hereof.

     (b)   In the event  that the  Merger  is  approved,  effective  upon such
vote, and without  further act of any  stockholder  of the Company,  Hollinger
Digital (hereinafter referred to as the "Stockholders  Representative")  shall
be  appointed as agent and  attorney-in-fact  by and for each person or entity
(other than holders of Dissenting  Company Stock) which owned  beneficially or
of record any shares of the Company Stock  immediately  prior to the Effective
Time  (hereinafter  referred  to as the  "Escrow  Beneficiaries")  to give and
receive notices and  communications,  to authorize payments from the Escrow in
satisfaction  of claims by Galileo,  to object to such payments,  to agree to,
negotiate,  enter into settlements and compromises of, and demand  arbitration
and comply with  orders of courts and awards of  arbitrators  with  respect to
such claims,  and to take all actions necessary or appropriate in the judgment
of the Stockholders  Representative  for the  accomplishment of the foregoing.
Such agency may be changed by the Escrow  Beneficiaries from time to time upon
not less than  thirty  (30) days' prior  written  notice to Galileo;  provided
that  the  Stockholders  Representative  may  not  be  removed  unless  Escrow
Beneficiaries  representing at least a two-thirds interest in the Escrow agree
in  writing  to  such  removal  and  to  the   identity  of  the   substituted
Stockholders  Representative  . Any vacancy in the  position  of  Stockholders
Representative   may  be  filled  by   approval   in  writing  of  the  Escrow
Beneficiaries  representing at least a majority in interest of the Escrow.  No
bond  shall  be  required  of  the  Stockholders  Representative.  Notices  or
communications  to or from the  Stockholders  Representative  shall constitute
notice to or from each of the Escrow Beneficiaries.

     (c)   The  Stockholders  Representative  shall not be liable  for any act
done or omitted under the Escrow  Agreement or this Agreement as  Stockholders
Representative  while acting in good faith and in the  exercise of  reasonable
judgment.  The Escrow  Beneficiaries shall jointly and severally indemnify the
Stockholders  Representative and hold the Stockholders Representative harmless
against any loss,  liability or expense  incurred  without gross negligence or
bad faith on the part of the  Stockholders  Representative  and arising out of
or in connection  with the acceptance or  administration  of the  Stockholders
Representative's   duties  under  the  Escrow  Agreement  or  this  Agreement,
including the  reasonable  fees and expenses of any legal counsel  retained by
the Stockholders Representative.

     (d)   A  decision,  act,  consent  or  instruction  of  the  Stockholders
Representative  shall  constitute  a decision of all the Escrow  Beneficiaries
and  shall  be  final,   binding  and  conclusive  upon  each  of  the  Escrow
Beneficiaries,  and the Escrow Agent,  Galileo and the  Surviving  Corporation
may  rely  upon any such  written  decision,  consent  or  instruction  of the
Stockholders  Representative as being the decision,  consent or instruction of
each  of  the  Escrow  Beneficiaries.   The  Escrow  Agent,  Galileo  and  the
Surviving  Corporation are hereby relieved from any liability to any person or
entity for any acts done by them in accordance with such decision,  consent or
instruction of the Stockholders Representative.

     (e)   If any third party shall notify  Galileo or its  affiliates  hereto
with  respect to any matter  asserted by such third party  against the Company
or the  Surviving  Corporation  (hereinafter  referred  to as a "Third  Party
Claim")  which may give rise to a claim by Galileo  against  the Escrow  Fund,
then Galileo shall give notice to the  Stockholders  Representative  within 15
days of Galileo  becoming aware of any such Third Party Claim or of facts upon
which any such Third Party  Claim will be based  setting  forth such  material
information  with respect to the Third Party Claim as is reasonably  available
to  Galileo;  provided,  however,  that no  delay  or  failure  on the part of
Galileo  in  notifying  the  Stockholders  Representative  shall  relieve  the
Stockholders  Representative and the Escrow  Beneficiaries from any obligation
hereunder unless the Stockholders  Representative and the Escrow Beneficiaries
are  thereby  materially  prejudiced  (and then  solely to the  extent of such
prejudice).  The  Stockholders  Representative  and the  Escrow  Beneficiaries
shall not be liable for any attorneys'  fees and expenses  incurred by Galileo
in  connection  with any such Third  Party  Claim  prior to  Galileo's  giving
notice to the Stockholders  Representative  of a Third Party Claim. The notice
from Galileo to the Stockholders  Representative shall set forth such material
information  with  respect  to the  Third  Party  Claim as is then  reasonably
available to Galileo.

     (f)   In case any Third Party  Claim is  asserted  against the Company or
the   Surviving   Corporation,   and   Galileo   notifies   the   Stockholders
Representative  thereof  pursuant to Section 1.3(e) hereof,  the  Stockholders
Representative  and  the  Escrow  Beneficiaries  will  be  entitled,   if  the
Stockholders  Representative  so elects by written notice delivered to Galileo
within  15 days  after  receiving  Galileo's  notice,  to assume  the  defense
thereof, at the expense of the Escrow Beneficiaries  independent of the Escrow
Fund, with counsel reasonably satisfactory to Galileo so long as:

            (i)   Galileo has reasonably  determined  that Losses which may be
      incurred  as a result of the Third  Party  Claim do not  exceed,  either
      individually,  or when  aggregated  with all other Third  Party  Claims,
      $20,000,000;

           (ii)   the Third Party Claim  involves  only money damages and does
      not seek an injunction or other equitable relief;

          (iii)   settlement  of, or an adverse  judgment with respect to, the
      Third Party Claim is not, in the good faith judgment of Galileo,  likely
      to establish a  precedential  custom or practice  materially  adverse to
      the   continuing   business   interests  of  Galileo  or  the  Surviving
      Corporation; and

           (iv)   counsel  selected  by  the  Stockholders  Representative  is
      reasonably acceptable to Galileo.

     (g)   If the Stockholders  Representative and the Escrow Beneficiaries so
assume  any such  defense,  the  Stockholder  Representatives  and the  Escrow
Beneficiaries  shall conduct the defense of the Third Party Claim actively and
diligently.  The  Stockholders  Representative  and the  Escrow  Beneficiaries
shall not  compromise  or settle such Third Party Claim or consent to entry of
any judgment in respect  thereof without the prior written consent of Galileo,
which consent shall not be unreasonably withheld.

     (h)   In the  event  that the  Stockholders  Representative  assumes  the
defense of the Third Party Claim in  accordance  with Section  1.3(f)  hereof,
Galileo or its affiliates may retain  separate  counsel and participate in the
defense of the Third Party  Claim,  but the fees and  expenses of such counsel
shall be at the  expense of Galileo  unless  Galileo or its  affiliates  shall
reasonably  determine that there is a material conflict of interest between or
among Galileo or its affiliates and the  Stockholders  Representative  and the
Escrow  Beneficiaries  with respect to such Third Party  Claim,  in which case
the  reasonable  fees  and  expenses  of such  counsel  will be  borne  by the
Stockholder  Representatives  and the Escrow  Beneficiaries  out of the Escrow
Fund.  Galileo  or  its  affiliates  will  not  consent  to the  entry  of any
judgment or enter into any  settlement  with  respect to the Third Party Claim
respecting which the Stockholders  Representative and the Escrow Beneficiaries
have assumed the defense  thereof  pursuant to Section  1.3(f) hereof  without
the prior written consent of the  Stockholders  Representative,  which consent
shall not be unreasonably  withheld.  Galileo will cooperate in the defense of
such  Third  Party  Claim and will  provide  reasonable  access to  documents,
assets,  properties,  books and records  reasonably  requested by Stockholders
Representative  and material to the claim and will make  reasonably  available
all   officers,   directors  and   employees   reasonably   requested  by  the
Stockholders Representative for investigation, depositions and trial.

     (i)   In the event that the  Stockholders  Representative  and the Escrow
Beneficiaries  fail or elect not to assume the  defense of the  Company or the
Surviving  Corporation  against  such Third Party  Claim,  which  Stockholders
Representative  and the  Escrow  Beneficiaries  had the right to assume  under
Section  1.3(f)  hereof,  Galileo  or its  affiliates  shall have the right to
undertake  the defense and Galileo may  compromise  or settle such Third Party
Claim or consent to entry of any judgment in respect  thereof in any manner it
may deem  appropriate (and Galileo or its affiliates need not consult with, or
obtain  any  consent  from,  the  Stockholders  Representative  or the  Escrow
Beneficiaries,  in connection therewith);  provided, however, that except with
the written consent of the Stockholders  Representative,  no settlement of any
such claim or consent to the entry of any judgment  with respect to such Third
Party Claim shall alone be  determinative of the validity of the claim against
the Escrow Fund. In each case,  Galileo,  the Stockholders  Representative and
the  Escrow  Beneficiaries  will  reasonably  cooperate  with  Galileo  or its
affiliates in the defense of that claim and will provide  reasonable access to
documents,  assets,  properties,  books and records  reasonably  requested  by
Galileo  and  material  to the claim and will make  reasonably  available  all
individuals  reasonably  requested by Galileo for  investigation,  depositions
and trial.

   Section 1.4.  Treatment  of  Outstanding  Company  Stock  Options.  At  the
Effective Time, each outstanding option (hereinafter  referred to individually
as an "Option" and  collectively  as the  "Options") to acquire  shares of the
Common  Stock of the Company  issued under or pursuant to The  Trip.com,  Inc.
1997 Stock Plan  (hereinafter  referred to as the "Company Stock Plan") shall,
pursuant to Section  12(c)  thereof,  be converted  and  changed,  without any
further  action on the part of the Merger  Sub,  the  Company,  Galileo or the
holders  of the  Options  into the right to acquire  that  number of shares of
Galileo  Common Stock equal to the product of (i) the  number of shares of the
Common  Stock  of  the  Company  into  which  said  Options  were  exercisable
immediately  prior to the Effective Time multiplied by (ii) the Exchange Ratio
(as such term is  hereinafter  defined);  provided that the exercise  price of
said  Options  shall be  adjusted to equal the  quotient  of (i) the  original
exercise  price of such Option  divided by (ii) the  Exchange  Ratio.  As used
herein,  the term  "Exchange  Ratio" shall mean the  quotient of  $269,000,000
divided by the Fully-diluted  Number and further divided by the Galileo Common
Stock  Price.  Pursuant to said  Section 12(c),  Galileo  agrees to assume the
Company  Stock  Plan and all of the  outstanding  Options  upon the  Effective
Time,  and the Merger Sub hereby  consents,  and the Board of Directors of the
Company,  in its capacity as the  Administrator of the Plan, by approving this
Agreement  shall be deemed to have consented,  to such assumption  pursuant to
the provisions of said Section 12(c).

   Section 1.5.  Surrender of  Certificates.  (a) Prior to the Effective Time,
Galileo shall appoint  Harris Trust and Savings Bank or one of its  affiliates
to act as paying  agent in respect of the Merger  (said bank,  in its capacity
as such paying agent, is hereinafter referred to as the "Paying Agent").

     (b)   Promptly  following  the Effective  Time,  Galileo shall provide to
the  Paying  Agent  funds  necessary  to make the cash  payments  required  by
Section 1.2(a)(i),  and stock certificates  representing the shares of Galileo
Common  Stock  issuable  in  connection  with the Merger  pursuant  to Section
1.2(a)(iii) hereof.

     (c)   As soon as practicable  after the Effective  Time, the Paying Agent
shall mail to each holder of record of a  certificate  or  certificates  which
immediately  prior to the Effective  Time  represented  outstanding  shares of
Company Stock  (hereinafter  referred to individually  as a "Certificate"  and
collectively  as  the  "Certificates")  (i) a  letter  of  transmittal  (which
(x) shall  specify that  delivery  shall be effected,  and risk of loss of the
Certificates  shall pass, only upon delivery of the Certificates to the Paying
Agent,  (y) shall  provide  for the waiver by the person or persons  executing
the same of any right of appraisal  under the General  Corporation  Law of the
State  of  Delaware  and  (z) shall  be in  such  form  and  have  such  other
provisions as Galileo may reasonably specify);  and  (ii) instructions for use
in effecting the surrender of the  Certificates  in exchange for the amount of
cash and number of shares of Galileo  Common  Stock per share  provided for in
Section 1.2(a)  hereof.  Upon surrender of a Certificate  for  cancellation to
the  Paying  Agent or to such  other  agent or agents as may be  appointed  by
Galileo,  together with such letter of  transmittal,  duly executed,  and such
other documents as may be reasonably  required by the Paying Agent, the holder
of such  Certificate  shall be entitled to receive in  exchange  therefor  the
amount of cash and  number of shares of  Galileo  Common  Stock into which the
shares  of  Company  Stock  theretofore  represented  by  the  Certificate  so
surrendered   shall  have  been  converted   pursuant  to  the  provisions  of
Section 1.2(a)  hereof,  and the Certificate so surrendered shall forthwith be
cancelled.  No interest  will be paid or will accrue on the cash  payable upon
the surrender of any  Certificate.  In the event of a transfer of ownership of
Company Stock which is not registered in the transfer  records of the Company,
a  check  in  payment  of  the  proper   amount  of  cash  and  a  certificate
representing  the  proper  number  of shares of  Galileo  Common  Stock may be
issued to a transferee if the Certificate  representing  such Company Stock is
presented to the Paying Agent,  accompanied  by all documents  required and in
proper form to  evidence  and effect such  transfer  and by evidence  that any
applicable  stock  transfer  taxes  have  been  paid.  Until   surrendered  as
contemplated  by  this  paragraph,  each  Certificate  shall,  subject  to the
provisions of  Section 1.2(d)  hereof,  be deemed at and at any time after the
Effective  Time to  represent  the right to receive  upon such  surrender  the
Merger  Consideration   provided  for  in  Section 1.2(a)  hereof.  Any  funds
deposited  with  the  Paying  Agent  that  remain   unclaimed  by  the  former
stockholders  of the  Company for one year after the  Effective  Time shall be
paid to Galileo upon demand,  and any former  stockholders  of the Company who
have not theretofore  complied with the instructions  for  surrendering  their
Certificates   shall   thereafter   look   only  to   Galileo   for   payment.
Notwithstanding  anything  to the  contrary  contained  in this  Agreement  or
otherwise,  neither the Paying Agent nor any party hereto shall be liable to a
former holder of Company Stock for any cash or property  delivered to a public
official pursuant to applicable escheat or abandoned property laws.

     (d)   There shall be no further  registration  of  transfers on the stock
transfer  books of the  Surviving  Corporation  of the shares of Company Stock
which were  outstanding  immediately  prior to the Effective  Time.  If, after
the Effective Time,  Certificates  are presented to the Surviving  Corporation
for any  reason,  they shall be  surrendered  and  cancelled  as  provided  in
paragraph (c) of this Section.

   Section 1.6.  Withholdings  Rights.  Galileo or the Paying  Agent  shall be
entitled  to deduct  and  withhold  from the  Merger  Consideration  otherwise
payable  pursuant to this  Agreement to any holder of shares of Company  Stock
such  amounts  as  Galileo  or the  Paying  Agent is  required  to deduct  and
withhold with respect to the making of such payment  under any Federal,  state
or local tax laws.  To the extent  that  amounts are so withheld by Galileo or
the Paying Agent,  such withheld  amounts shall be treated for all purposes of
this  Agreement  as having  been paid to the  holder of the  shares of Company
Stock in respect to which such deduction and  withholding  was made by Galileo
or the Paying Agent.

   Section 1.7.  Reliance  Upon  Exemption.  The  Galileo  Common  Stock to be
issued  pursuant to this Agreement will be issued without  registration  under
the  Securities  Act of  1933,  as  amended  (the  "Securities  Act"),  and in
reliance  upon  an  exemption  from  the  registration   requirements  of  the
Securities  Act.  Galileo will issue shares of Galileo  Common Stock  pursuant
to this  Agreement in reliance  upon the  representations  from each holder of
Company  Stock  substantially  in the  form  attached  to  this  Agreement  as
Exhibit C.  The  Company  agrees  that  each  holder of  Company  Stock who by
himself  or  herself or which by itself  would not  qualify as an  "accredited
investor,"  as such term is defined under Rule 501(a) of the  Securities  Act,
without  having a "Purchaser  Representative,"  as such term is defined  under
Rule 501(h) of the Securities Act, will have a Purchaser  Representative as so
defined.

   Section 1.8.  Stock  Certificate   Legend.   All  certificates   evidencing
Galileo  Common  Stock  which are to be issued in  connection  with the Merger
will bear the following legend:

            These  securities have not been  registered  under the
            Securities  Act of 1933,  as amended (the  "Act"),  or
            any state  securities  laws,  and may not be  offered,
            sold,  assigned,  transferred,  pledged  or  otherwise
            disposed   of  unless   registered   pursuant  to  the
            provisions  of such Act and state  securities  laws or
            an exemption  therefrom is available as established by
            a  written  opinion  of  counsel   acceptable  to  the
            Corporation.

   Section 1.9.  Tax  Consequences.  It is intended by the parties hereto that
the Merger  shall  constitute a  reorganization  within the meaning of Section
368 of the  Code.  The  parties  hereto  adopt  this  Agreement  as a "plan of
reorganization"  within the meaning of Treasury Regulations Section 1.368-2(g)
and 1.368-3(a).


                                  Article 2


           Representations, Warranties and Covenants of the Company

      As an  inducement  to  Galileo  and the  Merger  Sub to  enter  into and
perform their  obligations  under this Agreement,  the Company  represents and
warrants  to, and  covenants  and agrees  with,  Galileo and the Merger Sub as
follows  (provided,  however,  that the individual  schedules  required by the
following  Sections  shall  be  combined  into a  single  disclosure  schedule
supplied by the Company to Galileo (the  "Disclosure  Schedule"),  the section
number and  subsection  and  letters of which  correspond  to the  section and
subsection  numbers  and  letters  of this  Agreement  to  which  they  refer,
provided  that  disclosure  made by the  Company  under any one section of the
Disclosure  Schedule  shall  also be  applicable  to any other  section of the
Disclosure  Schedule  for  which  the  applicability  of  such  disclosure  is
manifest):

   Section 2.1.  Corporate  Status.  The Company and Travel Industries Inc., a
Delaware  corporation and wholly-owned  subsidiary of the Company (hereinafter
referred  to as the  "Subsidiary"),  are each a  corporation  duly  organized,
validly  existing and in good standing  under the laws of Delaware,  with full
legal and  corporate  power and  authority  to conduct  business as  presently
being  conducted  and as proposed to be  conducted  by it. The Company and the
Subsidiary are each duly authorized to transact  business and in good standing
under the laws of the State of  Delaware  and each  jurisdiction  in which the
nature of its business makes such  qualification  necessary,  except where the
failure to so qualify  would not have a Material  Adverse  Effect.  As used in
this  Agreement,  the  capitalized  term  "Material  Adverse  Effect"  means a
material  adverse  effect on the business,  operations,  financial  condition,
assets or properties of the Company or the Subsidiary  which may be reasonably
expected to result or has resulted in a financial  detriment to the Company or
the Subsidiary of at least $500,000.

   Section 2.2.  Authority of the Company.      The Board of  Directors of the
Company has deemed the Merger to be  advisable  and in the best  interests  of
the Company's  stockholders and the Company has all requisite  corporate power
and  authority to enter into this  Agreement  and,  subject to approval of the
Merger by the  stockholders  of the Company,  to consummate  the  transactions
contemplated  hereby.  The  execution  and  delivery of this  Agreement by the
Company and the consummation by the Company of the  transactions  contemplated
hereby have been duly  authorized  by all  necessary  corporate  action on the
part  of  the  Company,  subject  to  such  approval  of  the  Merger  by  the
stockholders  of the  Company.  This  Agreement  has been  duly  executed  and
delivered by the Company and (assuming the valid authorization,  execution and
delivery of this Agreement by Galileo and the Merger Sub)  constitutes a valid
and  binding  obligation  of the  Company  enforceable  against the Company in
accordance  with its terms.  The  execution  and delivery of the  Agreement do
not,  and  the  consummation  of  the  transactions  contemplated  hereby  and
compliance  with the provisions  hereof will not,  conflict with, or result in
any  violation  of, or default  (with or without  notice or lapse of time,  or
both)  under,  or  give  rise  to a  right  of  termination,  cancellation  or
acceleration of any obligation or to the loss of a material  benefit under, or
result in the creation of any lien,  security interest,  charge or encumbrance
upon any of the  properties or assets of the Company or any of the  Subsidiary
under,  any provision of (i) the  certificate of  incorporation  or by-laws of
the Company,  (ii) except as set forth in the  Schedules  hereto,  any loan or
credit agreement,  note, bond, mortgage,  indenture, lease or other agreement,
instrument,  permit,  concession,  franchise  or  license  applicable  to  the
Company or the Subsidiary or (iii) any judgment,  order, decree, statute, law,
ordinance,  rule or regulation applicable to the Company or any the Subsidiary
or any of their respective properties or assets.

   Section 2.3.  Capitalization.   (a)   The   Company   has   the   following
authorized  and  outstanding  shares of capital stock:  25,000,000  authorized
shares of Common Stock,  $.001 par value,  of the Company,  2,338,611 of which
are issued and outstanding;  4,000,000 authorized shares of Series A Preferred
Stock,  $.001 par value,  of the  Company,  4,000,000  of which are issued and
outstanding;  2,352,941  authorized shares of Series B Preferred Stock,  $.001
par value,  of the  Company,  2,352,941  of which are issued and  outstanding;
2,592,550  authorized shares of Series C Preferred Stock,  $.001 par value, of
the Company,  2,592,550  of which are issued and  outstanding;  and  2,317,694
authorized  shares of  Series D  Preferred  Stock,  $.001  par  value,  of the
Company,  2,317,694  of which are issued and  outstanding.  The Company has no
other authorized or outstanding shares of capital stock of any class,  series,
designation or description.

     (b)   The Company owns  beneficially  and of record all of the issued and
outstanding  shares  of the  capital  stock  of the  Subsidiary.  The  Company
agrees  that the  Subsidiary  will not issue or commit to issue any  shares of
its capital stock after the date of this  Agreement  without the prior written
consent of Galileo.

     (c)   All of the issued and  outstanding  shares of the capital  stock of
the  Company  or  the   Subsidiary   are  validly   issued,   fully  paid  and
nonassessable  and were not issued in  violation of the  preemptive  rights of
any person.

     (d)   Except as disclosed in Schedule 2.3  attached hereto or hereby made
a part  hereof,  there  are  no  outstanding,  and  immediately  prior  to the
Effective   Time   there   will   be  no   outstanding,   warrants,   options,
subscriptions,  contracts, preemptive or other rights or other arrangements or
commitments  obligating  the Company or the Subsidiary to issue any additional
shares of the capital  stock of the Company or the  Subsidiary,  nor are there
any  securities,   debts,   obligations  or  rights   outstanding   which  are
convertible  into or  exchangeable  for  shares  of the  capital  stock of the
Company or the  Subsidiary.  The Company has not issued any Options  under the
Company Stock Plan.

     (e)   From and after the date of this Agreement,  except for the issuance
of shares of the Common  Stock of the  Company  pursuant  to the  exercise  of
outstanding and vested Options,  neither the Company nor the Subsidiary  shall
issue or grant any warrants, options, subscriptions,  contracts, preemptive or
other rights or other  arrangements  or commitments  obligating the Company or
the  Subsidiary  to issue any  additional  shares of the capital  stock of the
Company or the Subsidiary,  nor any securities,  debts,  obligations or rights
which are convertible  into or exchangeable for shares of the capital stock of
the Company or the Subsidiary.

     (f)   From and after the date of this  Agreement,  the Company agrees not
to amend  any  provisions  of the  Company  Stock  Plan or any of the  Options
heretofore or granted thereunder.

   Section 2.4.  Equity  Interests  of  the  Company.   Schedule 2.4  attached
hereto and hereby  made a part  hereof  contains a  description  of all equity
interests or investments  which the Company or the Subsidiary has, directly or
indirectly, in any corporation,  partnership, limited liability company, joint
venture or other entity.

   Section 2.5.  Annual Financial  Statements  Previously  Delivered.  (a) The
Company has  furnished to Galileo  copies of audited  financial  statements of
the  Company  and the  Subsidiary  for the fiscal  years  ended 1997 and 1998,
certified  by  PriceWaterhouse   Coopers  LLP,  certified  public  accountants
(hereinafter the audited consolidated  financial statements of the Company for
the year ended  December  31,  1998,  are  referred to as the "1998  Financial
Statements").

     (b)   Each of the financial  statements  referred to in  paragraph (a) of
this  Section 2.5 has been prepared in accordance with GAAP, is true,  correct
and  complete in all  material  respects  and fairly  presents in all material
respects  the  financial  position of the Company and the  Subsidiary,  as the
case may be, as of the date  thereof  or, as the case may be,  the  results of
operations  and  cash  flows  for the  periods  covered  thereby.  Each of the
balance  sheets  contained in said financial  statements  fully sets forth all
material liabilities of whatever nature of the Company and the Subsidiary,  as
the case may be, existing as of the date thereof which,  under GAAP, should be
set   forth   therein.   Any   slow-moving   inventory   and   non-recoverable
work-in-process   included  in  said   balance   sheets  were   written   down
appropriately  and any  redundant  or obsolete  inventory  or  materials  were
wholly  written off and the value  attributed  to the  remaining  inventory or
materials,  including raw materials,  work-in-process and finished goods, does
not  exceed  the lower of cost or net  realizable  value as at the  respective
dates  thereof.   Under  like   accounting   principles  and  practices,   the
statements  of  profit  and  loss   constituting  a  part  of  said  financial
statements  correctly  state the  consolidated  revenues  and net  earnings or
losses of the Company and the Subsidiary for the  respective  periods  covered
thereby and include adequate provision for all taxes.

   Section 2.6.  Interim Financial  Statements.  (a) The Company has furnished
to Galileo copies of the Company's unaudited  consolidated balance sheet as of
December 31, 1999  (hereinafter  referred to as the "Interim  Balance Sheet"),
together  with a related  statement  of profit  and loss for the  period  then
ended  (hereinafter  such Interim Balance Sheet and consolidated  statement of
profit and loss are referred to as the "Interim  Financial  Statements").  The
Company  agrees  to  continue  to  provide  Galileo  with  additional  monthly
financial  statements of the type specified in the preceding  sentence as soon
as practicable  after they are prepared through the Closing Date  (hereinafter
referred to as the "Monthly Financial Statements").

     (b)   The  Interim  Financial  Statements  have  been  prepared,  and the
Monthly  Financial  Statements  will be  prepared,  in  accordance  with  GAAP
(except  for the  absence of  required  footnote  disclosures  and  subject to
normal year-end  adjustments),  are, and with respect to the Monthly Financial
Statements  will be, true,  correct and complete in all material  respects and
fairly present in all material respects the financial  position of the Company
and the  Subsidiary  as of the  dates  thereof  or,  as the case  may be,  the
results  of  operations  and cash flows for the period  covered  thereby.  The
Interim  Balance Sheet fully sets forth,  and each balance sheet  contained in
the  Monthly   Financial   Statements  will  fully  set  forth,  all  material
liabilities of whatever nature of the Company and the Subsidiary,  as the case
may be, existing as of the respective dates thereof which,  under GAAP, should
be set forth therein.  Under like  accounting  principles  and practices,  the
statement of profit and loss  constituting  a part of said  Interim  Financial
Statements  correctly states, and constituting a part of the Monthly Financial
Statements will correctly state,  the  consolidated  revenues and net earnings
or losses of the Company and  Subsidiary  for the period  covered  thereby and
include,  and with respect to the Monthly  Financial  Statements will include,
adequate provision for all taxes.

   Section 2.7.  Operations.  Except as  disclosed  in  Schedule 2.7  attached
hereto and hereby made a part  hereof,  since  December,  1998,  there has not
been any Material  Adverse  Change (as such term is  hereinafter  defined) and
since  such  date  the  Company  and  the  Subsidiary   have  conducted  their
respective  business in the usual,  regular and ordinary manner and each shall
continue,  through and including  the Closing Date, to conduct its  businesses
in such manner,  except for the  transaction  contemplated  hereunder,  unless
prior  written  approval  for any  variation  therefrom  shall have first been
obtained from Galileo.  For purposes of this Agreement,  the capitalized  term
"Material  Adverse  Change" means a Material  Adverse  Change in the business,
operations,  financial  position,  assets and properties of the Company or the
Subsidiary  which may result or has  resulted in a financial  detriment to the
Company or the  Subsidiary  of at least  $500,000.  Except as disclosed in the
1998 Financial Statements,  or in Schedule 2.7 attached hereto, for the period
from January 1, 1999, to and including the Closing Date,  the following is and
will be true with respect to the Company and the Subsidiary:

            (a)   All  transactions  involving the Company and the  Subsidiary
      have been  accurately and fully  recorded or otherwise  reflected in the
      Company's and the Subsidiary's books and records;

            (b)   No dividend  or other  distribution  of  capital,  income or
      retained  earnings  has been paid or  declared  on any shares of capital
      stock of the Company,  nor has any  distribution  otherwise been made to
      any of the Company's  stockholders,  in their capacity as  stockholders,
      directly or indirectly, which involves any assets of the Company;

            (c)   The  Company and the  Subsidiary  have each  followed  their
      past  practices  with respect to collection of accounts  receivable  and
      other amounts owing then;

            (d)   Neither the Company nor the Subsidiary has sold,  exchanged,
      conveyed or  otherwise  disposed  of, or made  subject to lien,  pledge,
      hypothecation,  mortgage or other  encumbrance,  any of its assets other
      than inventory  assets sold in the ordinary course of its business,  the
      disposition  of assets  which have  become  worn out,  unserviceable  or
      obsolete and assets sold and replaced with assets of like use and value;

            (e)   The Company and the  Subsidiary  each has paid its debts and
      liabilities,  including  taxes,  fees,  levies and  assessments,  in the
      ordinary  course as they have  matured  and has not  prepaid any of such
      debts, liabilities or taxes, in whole or in part;

            (f)   Neither the  Company nor the  Subsidiary  has  incurred  any
      debt,  obligation  or  liability,  other  than  those  incurred  in  the
      ordinary  course of its business  which are not of a material  nature or
      amount and which do not or will not presently,  with the passage of time
      or  upon  default,  subject  its  assets  to any  lien,  claim,  charge,
      mortgage or other  encumbrance,  nor has it undertaken to guarantee,  in
      whole or in part,  any of the debts,  obligations  or liabilities of any
      other party;

            (g)   Neither  the  Company  nor  the   Subsidiary   has  altered,
      amended,  terminated or discharged any written or oral contract,  lease,
      plan,  commitment  or agreement to which it is presently a party (except
      for  non-material  amendments in the ordinary  course of business),  nor
      waived any  material  right  with  respect  thereto,  nor  permitted  or
      consented to such alteration,  amendment,  termination or discharge, nor
      has it  committed a breach or default in any of the  provisions  thereof
      except  breaches and  defaults  which in the  aggregate  will not have a
      Material Adverse Effect;

            (h)   Neither the Company nor the  Subsidiary has entered into any
      written  or oral  contract  except  for  contracts  entered  into in the
      ordinary course of business at the prices and upon the terms  consistent
      with existing  market  conditions  and its past practices and such other
      contracts  that  are in  the  ordinary  course  of  business  and do not
      involve  more than  $25,000 or extend for more than ninety (90) days (or
      for  more  than  90  days if such  agreement  may be  terminated  by the
      Company  or  the  Subsidiary   without  penalty,   payment  or  material
      detriment) and do not violate any  representation,  warranty or covenant
      of this Agreement;

            (i)   The  Company  and the  Subsidiary  have  each  substantially
      complied with all laws applicable to the conduct of its business;

            (j)   The  Company  and the  Subsidiary  have each  conducted  its
      business  only  in  the  usual,  regular  and  ordinary  course  and  in
      substantially the same manner as theretofore conducted;

            (k)   The Company and the Subsidiary  have each kept and will keep
      in full force and effect  through the Closing  Date (i) all of the fire,
      casualty,  liability  and other  insurance  now in effect  covering  its
      assets,  properties  and business,  and (ii) all  bonds on employees and
      other personnel now in effect;

            (l)   The  Company  and the  Subsidiary  shall  each  use its best
      efforts to (i) preserve its present organization  intact,  (ii) (without
      making any  commitment  on behalf of  Galileo  or the  Merger  Sub) keep
      available  the services of its present  officers,  employees and agents,
      and   (iii) preserve   its  present   relationships  with  its  clients,
      suppliers,  customers and others having business  relationships with the
      Company and the Subsidiary,  except for normal personnel  changes in the
      ordinary course of business;

            (m)   There has not occurred any Material Adverse Change; and

            (n)   The Company has not taken any action in  anticipation of the
      consummation  of the  transactions  contemplated  hereby  whose  primary
      motivation  is to reduce the value of the Company or the  Subsidiary  as
      of the Closing  Date to the  detriment  of Galileo and for the  benefit,
      directly  or  indirectly,  of one or  more  of the  Stockholders  of the
      Company or Subsidiary.

   Section 2.8.  Liabilities  and  Obligations  of the  Company.  Neither  the
Company  nor the  Subsidiary  will have on the Closing  Date any  liabilities,
contracts,  commitments or other obligations,  direct or indirect, absolute or
contingent,  determined or undetermined which are not reflected,  described or
disclosed in (i) the  Interim  Balance Sheet or (ii) this  Agreement or any of
the  Schedules  attached  hereto,  except  for such  matters  which  have been
incurred  since  December 31,  1999,  in the  ordinary  course of business and
which are not of a material nature or amount.

   Section 2.9.  Title.  Except as set forth in  Schedule 2.9  attached hereto
and hereby made a part  hereof,  the Company  and the  Subsidiary  each is the
owner of good title to all  property  and  assets,  tangible  and  intangible,
which it claims or otherwise purports to own (including,  without  limitation,
all of its assets  reflected in the Interim Balance Sheet),  free and clear of
all   liabilities,   liens,   charges,   claims,   rights,   encumbrances  and
restrictions on transfers,  except for liabilities,  liens,  charges,  claims,
rights,  encumbrance  and  restrictions  on  transfers  as are not material in
amount,  or do not  materially  detract from the use or value of such property
and no financing  statement  covering  all or any portion of said  property or
assets and naming the  Company or the  Subsidiary  as debtor has been filed in
any public  office,  and neither the Company nor the Subsidiary has signed any
financing  statement  or  security  agreement  as  debtor  or  borrower  which
financing  statement or security  agreement  covers all or any portion of said
property or assets.

  Section 2.10.  Inventories.  Except for any obsolete  goods and materials of
below  standard  quality,  the items  included in the inventory of the Company
and the  Subsidiary on the date hereof  consist,  and on the Closing Date will
consist,   solely  of  items  of  standard  quality  which  are  suitable  and
merchantable  for  filling  orders at regular  prices in the normal  course of
business,  except for any obsolete  materials  or materials of below  standard
quality,  the value of which has been written down to realizable  market value
or for which  adequate  reserves  have been  provided on the  Interim  Balance
Sheet.

  Section 2.11.  Information  and Access.  Between the date of this  Agreement
and the Closing,  the Company shall promptly  notify Galileo in writing of any
events,  occurrences  or other  matters  which  become  known  to the  Company
relating to the Company or the Subsidiary which are reasonably  likely to have
a  Material  Adverse  Effect.  Prior  to  Closing,  Galileo  and  its  agents,
attorneys,   accountants,   employees,   contractors   and  other   authorized
representatives  shall have the right,  at any time and from time to time,  to
examine  the  assets,  properties,  books and  records of the  Company and the
Subsidiary  and  to  make  such  tests,  surveys,   investigations  and  other
inspections  of the property  owned,  operated,  leased or  controlled  by the
Company or the  Subsidiary  in such  manner as  Galileo  may  reasonably  deem
necessary or desirable.  No  investigation or examination by Galileo or any of
its agents or  representatives of such assets,  properties,  books and records
of  the  Company  or the  Subsidiary  shall  affect  the  representations  and
warranties of the Company contained in this Agreement.

  Section 2.12.  Insurance.   (a) The  Company  and  the  Subsidiary  have  in
effect such  insurance  coverage as is  described  in  Schedule 2.12  attached
hereto and hereby made a part hereof,  which description  includes the name of
the insurer,  the policy  number,  the name of the insureds,  and a summary of
the type and  amount  of  coverage  and risks  insured,  and the  Company  has
delivered  to  Galileo  complete  and  accurate  copies of all such  insurance
policies.  Such  insurance  coverage,  as to amounts and types of coverage and
risks insured,  is adequate for the business of the Company and the Subsidiary
as  presently  conducted.  From the date hereof  until the Closing the Company
agrees to cause the Company and the  Subsidiary  to  maintain  such  insurance
coverage  respecting  the  assets  of the  Company  and the  Subsidiary  as is
necessary to adequately insure said assets against damage or destruction.

     (b)   Schedule 2.12  attached  hereto  and  hereby  made  a  part  hereof
contains a list and description of all claims  involving more than $5,000 made
by the Company or the  Subsidiary  against the insurance  policies held by the
Company  or the  Subsidiary  for  the  previous  three  (3) years,  including,
without  limitation,  all product  liability claims and workers'  compensation
claims,  but  excepting  therefrom  claims made by employees of the Company or
the Subsidiary against its health insurance plan carrier,  and the Company has
delivered to Galileo  complete and accurate  copies of all insurance  policies
held by the Company for the previous three (3) years.

  Section 2.13.  Litigation   and   Claims.   (a) Except   as  set   forth  in
Schedule 2.13  attached  hereto  and  hereby  made part  hereof,  there are no
suits,  claims,  litigation,  arbitration,  demands  or  proceedings  pending,
asserted in writing or, to the  knowledge of the Company,  threatened  against
or relating to the Company or the  Subsidiary,  or its  business,  properties,
assets  or  activities  nor to  the  knowledge  of the  Company  is  there  in
existence any judgment or award against the Company or the Subsidiary  related
to or  affecting  its  business,  properties,  assets  or  activities.  To the
knowledge  of the  Company,  neither the Company nor the  Subsidiary  is under
investigation  for violation of any law or regulation  related to or affecting
the  business,  properties,  assets  or  activities  of  the  Company  or  the
Subsidiary.

     (b)   Except as set forth in Schedule 2.13,  no claims have been asserted
and not  resolved  or  withdrawn  against  the  Company or the  Subsidiary  in
respect of defects in quality,  delays in delivery,  completion  of contracts,
deficiencies  of design,  performance  of equipment  or otherwise  relating to
liability  for products or services  supplied or to be supplied by the Company
or the  Subsidiary  and, to the  knowledge of the Company,  no such claims are
threatened or anticipated.

  Section 2.14.  Employment  Obligations.  (a) Schedule 2.14  attached  hereto
and  hereby  made a  part  hereof  lists  the  names,  commencement  dates  of
employment and the current salary and other  compensation rates of all present
employees of the Company and the  Subsidiary,  together  with a listing of all
other employment benefits therefor,  including,  without limitation,  personal
leave  time,  accrued  vacation,  employee  loans and the amount of all profit
sharing and pension  benefits,  which have  accrued for such persons as of the
date  hereof,  an accurate  summary of any  pension,  profit  sharing,  bonus,
medical benefits,  insurance or similar  arrangements for the employees of the
Company and the Subsidiary,  salaried or nonsalaried,  including any formal or
informal  plans,  the  funding   arrangements  with  regard  thereto  and  all
severance pay which would be due each employee if his or her  employment  were
to be  terminated  as of the  Closing  Date.  Except as and to the  extent set
forth in  Schedulea 2.14  and 2.15  attached  hereto  or  otherwise  disclosed
herein,  there are no  agreements,  contracts  or  understandings  between the
Company and its employees and the  Subsidiary  and its employees  with respect
to employment,  wages, expenses,  allowances,  vacations, unpaid leave, hours,
working  conditions,  bonuses,  salaries,  pensions,  profit sharing,  medical
benefits, insurance benefits, severance pay or otherwise.

     (b)   Schedule 2.14A  attached  hereto  and  hereby  made a  part  hereof
contains  a list of the names of all  independent  contractors  who  regularly
perform  services on behalf of the Company or the  Subsidiary  and to whom the
Company or the Subsidiary  paid more than $20,000  during the previous  twelve
(12)  months.  The parties  listed  therein are not, and are not deemed to be,
employees of the Company or the Subsidiary for any purpose.

  Section 2.15.  Compliance   with   ERISA.   (a) Except   as  set   forth  in
Schedule 2.15  attached  hereto,  neither the Company nor the  Subsidiary is a
party to and does  not  participate  in,  sponsor,  contribute  to or have any
obligation  to contribute  to, or have any  liability or contingent  liability
with respect to:

            (i)   Any "employee  welfare  benefit  plan" or "employee  pension
      benefit plan" (as those terms are respectively  defined in Sections 3(1)
      and 3(2) of the Employee  Retirement  Income  Security  Act of 1974,  as
      amended ("ERISA"),  including any  "multi-employer  plan" (as defined in
      Section 3(37) of ERISA);

           (ii)   Any  retirement  or deferred  compensation  plan,  incentive
      compensation   plan,  stock  option  plan,   stock  plan,   unemployment
      compensation  plan,  vacation  pay,  severance  pay,  bonus  or  benefit
      arrangement,  insurance or  hospitalization  program or any other fringe
      benefit  arrangements  (hereinafter  referred to collectively as "fringe
      benefit arrangements") for any employee, director,  consultant or agent,
      whether   pursuant  to   contract,   arrangement,   custom  or  informal
      understanding,  which does not constitute an "employee benefit plan" (as
      defined in Section 3(3) of ERISA); or

          (iii)   Any employment  agreement not terminable on thirty (30) days
      or less written notice,  without  further  liability (the items referred
      to in,  Sections 2.15(a)(i),  (ii) and (iii) are sometimes  individually
      referred  to  as  an  "Employee  Plan"  and  collectively  as  "Employee
      Plans").

     (b)   A true and correct  copy of each  Employee  Plan and all  contracts
relating thereto,  or to the funding thereof,  including,  without limitation,
all trust agreements,  insurance contracts,  investment management agreements,
subscription and participation agreements and record keeping agreements,  each
as in effect on the date hereof,  have been  delivered or will be delivered to
Galileo  by the  Company.  In the case of any  Employee  Plan  which is not in
written form,  Galileo has been provided with an accurate  description of such
Employee  Plan as in effect on the date  hereof.  A true and  correct  copy of
the most recent annual  report,  actuarial  report,  summary plan  description
(including  any summary of material  modifications  issued  since such summary
plan  description)  and Internal  Revenue  Service  determination  letter with
respect  to such  Employee  Plan,  to the  extent  applicable,  and a  current
schedule of assets (and the fair market value thereof assuming  liquidation of
any  asset  which is not  readily  tradable)  held  with  respect  to any such
Employee  Plan has been or will be  supplied  to Galileo by the  Company,  and
there have been no material  changes,  other than in the ordinary  course,  in
the  financial  condition  in the  respective  plans  from that  stated in the
annual reports and actuarial reports supplied.

     (c)   Except as disclosed on Schedule 2.15, as to each Employee Plan:

            (i)   Each  Employee  Plan   materially   complies  and  has  been
      administered   in  substantial   compliance   with  its  terms  and  all
      requirements of law and regulation  applicable thereto,  and neither the
      Company  nor  the   Subsidiary   has   received   any  notice  from  any
      governmental agency questioning or challenging such compliance;

           (ii)   Each    Employee    Plan    intended   to   qualify    under
      Sections 401(a)  of the Code is so qualified and substantially  complies
      in  form  and  in  operation   with  all  applicable   requirements   of
      Sections 401(a)  and 501(a) of the Code; and no event has occurred which
      will   or   could   give   reasonably   be   anticipated   to   rise  to
      disqualification  of any such plan under such Sections or to a tax under
      Section 511 of the Code;

          (iii)   None of the  assets of any  Employee  Plan are  invested  in
      employer securities or employer real property;

           (iv)   There have been no "prohibited  transactions"  (as described
      in  Section 406  of ERISA or  Section 4975  of the Code) with respect to
      any Employee Plan for which no exemption is  applicable  and neither the
      Company  nor the  Subsidiary  has  otherwise  engaged in any  prohibited
      transaction;

            (v)   No  Employee  Plan  is,  and  neither  the  Company  nor the
      Subsidiary has ever maintained or contributed to (i) a "defined  benefit
      plan" (as  defined in  Section 3(35)  of ERISA),  (ii) a  "multiemployer
      plan" within the meaning of  Section 3(37) of ERISA,  (iii) a  "multiple
      employer  plan"  within the meaning of Code  Section 413  or a "multiple
      employer  welfare  arrangement"  within the meaning of  Section 3(40) of
      ERISA, or (iv) a "welfare benefit fund" as defined in  Section 419(e) of
      the Code,  and neither the Company nor the  Subsidiary has any liability
      under Title IV of ERISA. No Employee Plan provides  medical  (whether or
      not  insured),  with  respect to any  current or former  employee of the
      Company or the  Subsidiary  after  retirement  or other  termination  of
      service (other than coverage mandated by applicable law);

           (vi)   There have been no acts or  omissions  by the Company or the
      Subsidiary  which have given rise to or could  reasonably be expected to
      give  rise  to  fines,   penalties,   taxes  or  related  charges  under
      Sections 502(c),  502(i) or 4071 of ERISA or Chapter 43 of the Code, for
      which the Company may be liable;

          (vii)   No  current  or  former  employee  of  the  Company  or  the
      Subsidiary will be entitled to any payment,  additional  benefits or any
      acceleration  of the time of payment or  vesting of any  benefits  under
      any Employee Plan as a result of the  transactions  contemplated by this
      Agreement  (either alone or in conjunction  with any other event such as
      a  termination  of  employment)  (other than as a result of any Employee
      Plan  terminated  by the Company or by the  request of  Galileo)  and no
      trustee  under any "rabbi  trust" or similar  arrangement  in connection
      with any  Employee  Plan will be  entitled to any payment as a result of
      the transactions contemplated by this Agreement;

         (viii)   There are no actions,  suits or claims  (other than  routine
      claims  for  benefits)  pending  or, to the  knowledge  of the  Company,
      threatened  involving  an Employee  Plan or the assets of such  Employee
      Plan,  and, to the knowledge of the Company,  no facts exist which could
      reasonably  be  expected  to give  rise to any  such  actions,  suits or
      claims (other than routine claims for benefits);

           (ix)   Each  Employee  Plan that is a group health plan  (including
      any  plans of  current  and  former  affiliates  of the  Company  or the
      Subsidiary  which must be taken into account under  Section 4980B of the
      Code or Section 601 of ERISA) have been operated in material  compliance
      with  the  group  health  plan  continuation  coverage  requirements  of
      Section 4980B  of the Code and  Section 601  of ERISA to the extent such
      requirements are applicable; and

            (x)   Actuarially  adequate accruals for all obligations,  if any,
      under each  Employee  Plan are  reflected  in the  consolidated  balance
      sheet of the  Company as of  December 31,  1998,  contained  in the 1998
      Financial Statements.

  Section 2.16.  Environmental   Matters.   (a) Except   as   set   forth   in
Schedule 2.16   attached  hereto,  and  except  as  would  not  result  either
individually or in the aggregate in a Material  Adverse  Effect,  no Hazardous
Materials  (as such term is  hereinafter  defined)  have been located in or on
any of the  real  property  owned  or used by the  Company  or the  Subsidiary
(hereinafter  referred  to  as  the  "Real  Property")  in  violation  of  any
applicable  Environmental  Laws (as such term is hereinafter  defined) or have
been  released  into  the  environment,  or  discharged,  emitted,  placed  or
disposed  of at,  on,  or  under or by the Real  Property,  and the  Company's
operations  and the  Subsidiary's  operations  thereon have  complied with all
applicable  Environmental  Laws. To the knowledge of the Company,  none of the
Real  Property is a facility  at which  there has been a release of  Hazardous
Materials that exceeds or violates any applicable or relevant and  appropriate
Environmental  Laws.  To  the  knowledge  of the  Company,  none  of the  Real
Property is  discharging  oil or poses a substantial  threat of a discharge of
oil,  within the  meaning of the Oil  Pollution  Act of 1990.  The Company has
delivered  to  Galileo  or  its  agents  all  assessments,  studies,  sampling
results,  evaluations  and other reports  concerning  any Hazardous  Material,
Hazardous  Material  Activity  (as  such  term  is  hereinafter   defined)  or
violation of any Environmental  Law pertaining to the Company,  the Subsidiary
or  the  Real  Property,  which  were  commissioned  by  the  Company.  To the
knowledge  of the Company,  no  underground  storage  tanks are present at the
Real Property.  The Company and the  Subsidiary  have obtained and possess all
permits, licenses, registrations,  approvals and other authorizations required
for the  operations  or  facilities  of the  Company  or  respecting  the Real
Property  by  any  applicable  Environmental  Law.  Except  as  set  forth  in
Schedule 2.16,  the Company,  the Subsidiary and their  operations and, to the
knowledge of the Company,  the Real Property are not now, and have not been in
the past, a party to or, to the  knowledge of the Company,  threatened  by any
judicial,  administrative  or  regulatory  litigation,  claim,  proceeding  or
investigation  arising from any Hazardous  Material  Activity or the operation
or  violation  of any  applicable  Environmental  Law.  There are no  grounds,
facts,  circumstances  or other  matters  which might  provide a basis for any
liability or claim  against the Company,  the  Subsidiary or the Real Property
arising  from  any  Hazardous  Material  Activity  or  the  violation  of  any
applicable  Environmental  Law, except for any liabilities and claims which in
the aggregate will not have a Material Adverse Effect.

     (b)   The  term  "Environmental  Laws"  shall  mean any  Federal,  state,
regional,  county,  local,  governmental,  public  or  private  statute,  law,
regulation,  ordinance,  order,  consent decree,  judgment,  permit,  license,
code,   covenant,   deed  restriction,   common  law,  or  other  requirement,
pertaining  to  protection  of the  environment,  health or safety of persons,
natural resources,  conservation,  wildlife,  waste management,  any Hazardous
Material Activity, or pollution (including, without limitation,  regulation of
releases and disposals to air,  land,  water and  groundwater),  and includes,
without limitation,  the Comprehensive  Environmental  Response,  Compensation
and Liability Act, as amended by the Superfund  Amendments and Reauthorization
Act,  Solid Waste  Disposal Act, as amended by the Resource  Conservation  and
Recovery  Act  and  Solid  and  Hazardous  Waste  Amendments,   Federal  Water
Pollution  Control  Act, as amended by the Clean Water Act,  Clean Air Act, as
amended,  Toxic Substances  Control Act,  Occupational  Safety and Health Act,
Emergency  Planning and Community  Right-to-Know  Act, National  Environmental
Policy Act, Safe  Drinking  Water Act, and any similar or  implementing  state
law, and all  amendments,  rules,  regulations,  promulgated  thereunder.  The
term "Hazardous Materials" shall mean any hazardous or toxic chemical,  waste,
byproduct, pollutant, contaminant,  compound, product or substance, including,
without limitation, asbestos,  polychlorinated biphenyls, petroleum (including
crude oil or any  fraction  thereof),  and any  material  the  exposure to, or
manufacture,  possession,  presence, use, generation, storage, transportation,
treatment,  release,  disposal,  abatement,  cleanup, removal,  remediation or
handling  of  which,   is   prohibited,   controlled   or   regulated  by  any
Environmental  Law.  The term  "Hazardous  Material  Activity"  shall mean any
activity,  event or  occurrence  involving  a Hazardous  Material,  including,
without limitation,  the manufacture,  possession,  presence, use, generation,
storage,  transportation,  treatment,  release, disposal,  abatement, cleanup,
removal, remediation or handling of any Hazardous Material.

  Section 2.17.  Union  Relations.   Except  as  disclosed  in  Schedule  2.17
attached hereto and hereby made a part hereof,  no employees of the Company or
the Subsidiary are members of a collective  bargaining  unit of the Company or
the  Subsidiary  and there have not been any,  and,  to the  knowledge  of the
Company,  there  are no  threatened  or,  to  the  knowledge  of the  Company,
contemplated,  attempts to organize for collective  bargaining purposes any of
the employees of the Company or the Subsidiary.

  Section 2.18.  Preservation  of Business  Relationships.  The  Company  will
use its best efforts  (without  making any  commitment on behalf of Galileo or
the Merger Sub) until the Closing to cause the Company and the  Subsidiary  to
preserve  for  Galileo  and the  Surviving  Corporation  through and after the
Closing  Date the  relationships  of the Company and the  Subsidiary  with its
employees,  suppliers and customers and others having  business  relationships
with the Company and the Subsidiary.

  Section 2.19.  Tax Matters.

      (a)   For the purposes of this Section,  "Tax" or "Taxes"  refers to any
and all  federal,  state,  local  and  foreign  taxes,  assessments  and other
governmental charges,  duties,  impositions and liabilities relating to taxes,
including  taxes based upon or measured by gross  receipts,  income,  profits,
sales, use and occupation, and value added, ad valorem,  transfer,  franchise,
withholding,  payroll,  recapture,  employment,  excise  and  property  taxes,
together  with all interest,  penalties and additions  imposed with respect to
such amounts and any  obligations  under any agreements or  arrangements  with
any other person with respect to such amounts and  including any liability for
taxes of a predecessor entity.

      (b)   Tax Returns and Audits.  (i) the Company and the  Subsidiary  have
timely  filed all  federal,  state,  local  and  foreign  returns,  estimates,
information  statements and reports ("Returns")  relating to Taxes required to
be filed by the  Company and the  Subsidiary  and have paid all Taxes shown to
be due on such Returns.

           (ii)   The  Company and the  Subsidiary  as of the  Effective  Time
      will have  withheld  with respect to its employees all federal and state
      income taxes, FICA, FUTA and other Taxes required to be withheld.

          (iii)   Neither  Company nor Subsidiary  has been  delinquent in the
      payment  of any  Tax  nor  is  there  any  Tax  deficiency  outstanding,
      proposed or assessed against the Company or the Subsidiary,  nor has the
      Company  or  the  Subsidiary  executed  any  waiver  of any  statute  of
      limitations  on or extending the period for the assessment or collection
      of any Tax.

           (iv)   Except as provided on Schedules  2.19  attached  hereto,  no
      audit  or  other  examination  of  any  Return  of  the  Company  or the
      Subsidiary  is  presently  in  progress,  nor  has  the  Company  or the
      Subsidiary  been  notified  of any  request  for  such an audit or other
      examination.

            (v)   No  adjustment  relating to any Returns filed by the Company
      or the  Subsidiary  has been proposed  formally or informally by any Tax
      authority  to the  Company  or  the  Subsidiary  or  any  representative
      thereof and, to the  knowledge of Company,  no basis exists for any such
      adjustment which would be material to the Company.

           (vi)   Neither  the Company nor the  Subsidiary  has any  liability
      for unpaid  Taxes  which has not been  accrued  for or  reserved  on the
      Interim  Balance Sheet,  whether  asserted or unasserted,  contingent or
      otherwise, which is material to the Company.

          (vii)   None of the Company's  assets are treated as "tax-exempt use
      property" within the meaning of Section 168(h) of the Code.

         (viii)   There  is  no  contract,  agreement,  plan  or  arrangement,
      including but not limited to the provisions of this Agreement,  covering
      any employee or former  employee of the Company or the Subsidiary  that,
      individually  or  collectively,  could  give rise to the  payment of any
      amount that would not be deductible  pursuant to Sections  280G,  404 or
      162 of the Code.

           (ix)   Neither  the  Company  nor  the  Subsidiary  has  filed  any
      consent  agreement  under  Section  341(f) of the Code or agreed to have
      Section  341(f)(2) of the Code apply to any  disposition of a subsection
      (f)  asset (as  defined  in  Section  341(f)(4)  of the  Code)  owned by
      Company.

            (x)   the Company is not,  and has not been at any time, a "United
      States real property holding  corporation" within the meaning of Section
      897(c)(2) of the Code.

           (xi)   No power of  attorney  that is  currently  in force has been
      granted  with  respect to any matter  relating  to Taxes  payable by the
      Company or the Subsidiary.

          (xii)   As  of  the  Closing  Date,  neither  the  Company  nor  the
      Subsidiary  will  be  affected  by or have  any  obligations  under  any
      tax-sharing or allocation agreement or arrangement.

  Section 2.20.  Material  Agreements.  (a) Schedule 2.20  attached hereto and
hereby made a part hereof  accurately  describes  all leases and licenses with
respect to any  property,  real or  personal  (whether  as  landlord,  tenant,
licensor  or  licensee),   contracts,   guarantees,   mortgages,   indentures,
agreements,  understandings or other commitments,  whether oral or written, of
the Company or the  Subsidiary or to which the Company or the  Subsidiary is a
party  or by  which  the  Company  or the  Subsidiary  is  bound,  other  than
(x) purchase  orders,  invoices  and/or  statements in the ordinary  course of
business and involving  less than $100,000 and  (y) those  leases,  contracts,
guarantees, mortgages, indentures, agreements,  understandings and commitments
individually  involving  less than  $50,000.  The  Company  has  delivered  to
Galileo  complete  and  accurate  copies  of  all  documents  referred  to  in
Schedule 2.20  attached  hereto,  each of which is in  effect  and  valid  and
enforceable   in   accordance   with  its  terms   (hereinafter   referred  to
collectively  as the  "Material  Agreements").  Neither  the  Company  nor the
Subsidiary  has given a power of  attorney  to any  person  or entity  for any
purpose.

     (b)   Between  the date  hereof and the Closing  Date,  the Company  will
not,  without  the  prior  written  consent  of  Galileo,  which  shall not be
unreasonably   withheld,   enter  into,   amend  or  terminate  any  contract,
guarantee,  mortgage,  indenture,  agreement or other instrument of any of the
types referred to in paragraph (a) of this  Section 2.20,  other than purchase
and sale  agreements  respecting  the Company's or the  Subsidiary's  products
entered into in the ordinary course of business.

     (c)   Except as  disclosed  in  Schedule 2.20,  neither the  execution of
this Agreement by the Company nor the  consummation of the purchase of Company
Stock by Galileo from the Company will modify,  amend or terminate  any of the
rights  or  obligations  of any  of  the  parties  under  any of the  Material
Agreements or require the consent of any party  thereto to remain  enforceable
by the Company or the Subsidiary.

     (d)   Except as  disclosed  in  Schedule 2.20,  to the  knowledge  of the
Company after due inquiry,  none of the Material Agreements has or will have a
Material   Adverse  Effect  on  the   profitability  of  the  Company  or  the
Subsidiary,  or on the use and  operation  of the assets of the Company or the
Subsidiary,  and all Material  Agreements have been entered into upon terms in
accordance with customary trade practices of the Company or the Subsidiary.

  Section 2.21.  No   Default   under   Agreements.   Each  of  the   Material
Agreements  is, and on the Closing  Date will be, in full force and effect and
is, and on the Closing  Date will be,  enforceable  in all  material  respects
against  the  Company,  the  Subsidiary  and the  other  parties  thereto,  in
accordance  with its  terms,  except as limited  by  liquidation,  bankruptcy,
insolvency,  reorganization  or similar  laws or except to the extent that any
of the Material  Agreements shall have expired or terminated pursuant to their
terms other than as a result of a default or breach  thereunder by the Company
or the  Subsidiary.  No  default  exists  under the terms of, and no event has
occurred  which,  with the lapse of time, the giving of notice or both,  would
constitute an event of default under, any of the Material  Agreements,  except
for such minor  defaults  which  either  alone or in the  aggregate  would not
cause the loss of any  material  benefit  thereunder.  Except as  described in
any of the Schedules  attached hereto,  neither the Company nor the Subsidiary
is  a  party  to  or  bound  by  any  purchase   commitments,   agreements  or
understandings of any kind, whether oral or written,  relating to the business
of the Company,  the  Subsidiary or the Company  Stock,  except for agreements
not required to be listed in  Schedule 2.20  hereof,  and executory  sales and
purchase  commitments  and  contracts  relating  to the  sale of  products  or
services of the Company or the  Subsidiary  and the  purchase of material  and
supplies  used by the Company or the  Subsidiary  entered into in the ordinary
course of business  and not in violation  of any  representation,  covenant or
warranty of the Company herein contained.

  Section 2.22.  Compliance  with Laws.  The  Company and the  Subsidiary  and
their   respective   services,   practices,   billings,   employee   benefits,
properties,  equipment,  machinery,  buildings  used  and  operations  are  in
compliance in all materials  respects with all applicable  Federal,  state and
local  laws,  statutes,   ordinances,   codes,  regulations,   rules,  orders,
restrictions  and  requirements,  governmental,  administrative,  judicial and
otherwise,  including,  without  limitation,   Environmental  Laws  and  those
relating to wages,  prices,  equal  opportunity,  disabilities,  environmental
protection,  safety,  health,  medical care,  building and zoning,  and to the
knowledge  and belief of the Company,  no changes in any such laws,  statutes,
ordinances,  codes, regulations,  rules, orders,  restrictions or requirements
have been  proposed or are in process with which  Galileo,  the Company or the
Subsidiary  could not comply without any Material  Adverse Effect.  All offers
and issuances of  securities  by the Company,  including the granting of stock
options,  have been made in compliance  with all applicable  Federal and state
securities laws.

  Section 2.23.  Licenses,   Permits  and   Approvals.   Attached   hereto  as
Schedule 2.23  and hereby made a part hereof is a list and  description of all
licenses,  permits,  authorizations  and  approvals  required by any  Federal,
state  or  local  government's   administrative  or  judicial  authorities  in
connection  with  the  operation  of  the  business  of  the  Company  or  the
Subsidiary as presently  being  conducted,  all of which are in full force and
effect.  The Company and the  Subsidiary  shall use its best efforts to assist
Galileo in  obtaining  the  licenses,  permits,  authorization  and  approvals
necessary or appropriate  for the operation of the business of the Company and
the Subsidiary on and after the Closing Date by Galileo.

  Section 2.24.  Accounts  Receivable.  Not  less  than  ninety-seven  percent
(97%) of the gross  amounts of the accounts  receivable of the Company and the
Subsidiary  which  will  exist  on  the  Closing  Date  will  represent  valid
obligations  to the Company or the  Subsidiary  fully  collectible  within 120
days  after  the  Closing  Date and  shall  not be  subject  to any  setoff or
counterclaim.

  Section 2.25.  Intellectual   Property.   (a) Except   as   set   forth   on
Schedule 2.25  attached  hereto and hereby made a part hereof,  the Company or
the  Subsidiary,  as the case  may be,  owns,  or is  licensed,  or  otherwise
possesses  legally  enforceable  rights,  or can obtain  such  rights  without
paying more than $5,000,  to use, sell or license,  as applicable,  all of the
following  items which are used in the conduct of the  business of the Company
and the Subsidiary  (hereinafter referred to as the "Intellectual  Property"),
excluding in each case Commercial  Software (as defined  below):  (i) patents,
designs,  utility models and  applications  therefor,  patent  disclosures and
inventions,  (ii) trademarks,  service marks, logos, trade dress, trade names,
Internet domain names and the Company's  corporate name and  registrations and
applications  for  registration  thereof,  including the common law rights and
goodwill  associated   therewith,   (iii)  rights  associated   with works  of
authorship   including  copyrights  and  registrations  and  applications  for
registration  thereof,  (iv) mask works and registrations and applications for
registration thereof,  (v) computer software,  data and documentation (in both
source code and object code form),  (vi) trade  secrets and other confidential
and  proprietary  information  including,   but  not  limited  to,  inventions
(whether  patentable  or  unpatentable),  know-how  and  copyrightable  works,
(vii) other   confidential  and  proprietary   intellectual  property  rights,
(viii) copies  and tangible  embodiments  of all of the foregoing (in whatever
form or medium),  (ix) all renewals,  extensions,  revivals and resuscitations
thereof and any other patents claiming  priority from any of the foregoing and
(x) any  rights  analogous  to those  set forth in this  Section 2.25  and any
other  proprietary   rights  relating  to  intangible   property.   Except  as
disclosed on  Schedule 2.25,  the Company or the  Subsidiary  has licenses for
all  Commercial  Software  used  in  its  business  and  the  Company  or  the
Subsidiary  and neither the Company nor the  Subsidiary  has any obligation to
pay  fees,  royalties  and  other  amounts  at any time  pursuant  to any such
license.   "Commercial   Software"  means  packaged   commercially   available
software  programs  generally  available to the trade which have been licensed
to the Company or the Subsidiary  pursuant to end-user  licenses and which are
used in the business of the Company or the Subsidiary.

     (b)   Schedule 2.25  sets  forth  a  complete  list  of all  (i) material
licenses,  sublicenses  and other  agreements  as to which the  Company or the
Subsidiary is a party (as licensor,  licensee or otherwise)  pursuant to which
the Company,  the  Subsidiary or any third party is  authorized to use,  sell,
distribute  or  license  any  Intellectual  Property,  except  for the sale or
license of products or services to customers of the Company or the  Subsidiary
in the ordinary course of business or with respect to Commercial  Software and
(ii) licenses,   sublicenses   or  other   agreements   with   resellers   and
distributors  that grant  non-exclusive  rights to use or modify and resell or
sublicense  object  code.  Neither  the  Company  nor  the  Subsidiary  is  in
material   violation   of  any  such   license,   sublicense   or   agreement.
Schedule 2.25 lists all written licenses,  sublicenses and other agreements as
to which the Company or the  Subsidiary  is a party and  pursuant to which the
Company or the  Subsidiary is authorized  to use any patents,  patent  rights,
trademarks,  service marks,  logos,  trade secrets,  copyrights or software of
third parties  which are  incorporated  in any existing  product or service of
the Company or the Subsidiary.

     (c)   Except as  disclosed  on  Schedule 2.25,  no claims with respect to
the  Intellectual  Property are pending or, to the knowledge of the Company or
the  Subsidiary,   threatened  by  any  third  party   (i) alleging  that  the
manufacture,  sale,  licensing  or  use of any  Intellectual  Property  as now
manufactured,  sold,  licensed or used by the Company,  the  Subsidiary or any
third party infringes on any intellectual  property rights of any third party,
(ii) against  the use by the  Company  or the  Subsidiary  of any  technology,
know-how  or  computer  software  used in the  business  of the Company or the
Subsidiary  as  currently   conducted  or   (iii) challenging   the  validity,
enforceability  or  effectiveness  of any such  Intellectual  Property  or the
ownership thereof by the Company or the Subsidiary.

     (d)   Except as disclosed on  Schedule 2.25,  the Company has not entered
into any  agreement  under which the Company or the  Subsidiary  is restricted
(i) from  selling,   licensing  or  otherwise  distributing  any  products  or
services to any class or type of  customers  or through any type of channel in
any  geographic  area or during any period of time,  or  (ii) from  combining,
incorporating,   embedding   or  bundling  or  allowing   others  to  combine,
incorporate,  embed or bundle any of its products or services  with those of a
third party.

     (e)   The  Company  and the  Subsidiary  have taken  reasonable  security
measures to safeguard and maintain  trade secrets owned by the Company and the
Subsidiary,  as the  case  may  be.  There  is no  claim  pending  or,  to the
knowledge of the Company or the Subsidiary,  threatened against the Company or
the Subsidiary with respect to any alleged  infringement  of any  intellectual
property  rights  owned or alleged to be owned by a third  party and no person
or entity  is  infringing  on the  Intellectual  Property.  All  officers  and
employees  of the Company and the  Subsidiary  who have access to  proprietary
information  have executed and delivered to the Company or the Subsidiary,  as
the  case  may be,  an  agreement  regarding  the  protection  of  proprietary
information,  and  the  assignment  to or  ownership  by  the  Company  or the
Subsidiary,  as the case may be, of all Intellectual Property arising from the
services  performed for the Company or the Subsidiary,  as the case may be, by
such  persons.  No current or prior  officers or  employees  of the Company or
the Subsidiary claim any ownership interest in any Intellectual  Property, the
Company or the  Subsidiary,  as the case may be.  Neither  the Company nor the
Subsidiary has received  notice in the past three years that any consultant to
the Company or the  Subsidiary  has  claimed an  interest in any  Intellectual
Property  as a result of  having  been  involved  in the  development  of such
Intellectual Property while consulting to the Company or the Subsidiary.

     (f)   Except as disclosed on Schedule 2.25,  (i) the occurrence in or use
by any computer  software included in the Intellectual  Property,  of dates on
or after  January 1,  2000 (the "Millennial  Dates"),  will not materially and
adversely  affect  the  performance  of such  software  with  respect  to date
dependent data,  computations,  output or other functions (including,  without
limitation,  calculating,  computing and sequencing) (collectively,  the "Date
Dependent  Functions")  and such  software is  reasonably  expected to create,
sort and  generate  output  data  related  to or  including  Millennial  Dates
without any material  errors or omissions and there is no claim pending or, to
the  knowledge  of  the  Company,   threatened  against  the  Company  or  the
Subsidiary with respect to any alleged adverse effect of the Millennial  Dates
on the  performance  of any  computer  software  included in the  Intellectual
Property with respect to the Date Dependent  Functions or the inability of any
computer  software included in the Intellectual  Property to create,  sort and
generate  output data related to or  including  Millennial  Dates  without any
material  errors or  omissions  and  (ii) computer  software  included  in the
Intellectual  Property does not contain any "back door," "time bomb,"  "Trojan
horse," "worm," "drop dead device,"  "virus" (as these terms are commonly used
in the computer  software  industry),  or other software  features designed to
permit  unauthorized  access,  to disable  or erase  software  or data,  or to
perform any other similar type of detrimental functions.

     (g)   No  government  funding or university  or college  facilities  were
used in the development of the Intellectual Property.

     (h)   The  Company  or the  Subsidiary,  as the  case  may  be,  has  the
exclusive  right  to  file,   procure  and  maintain  all   applications   and
registrations with respect to the Intellectual Property owned thereby.

     (i)   All patents and registered  trademarks,  trade names and copyrights
held by the  Company  or the  Subsidiary  are  valid  and  subsisting  and the
Company or the Subsidiary  has properly  marked,  or caused to be marked,  all
products  and  services  sold or otherwise  distributed  or rendered  with all
required or appropriate notices.

     (j)   The  Company or the  Subsidiary,  as the case may be, has taken all
commercially   reasonable   action  to  maintain  and  protect  each  item  of
Intellectual Property owned or used by the Company or the Subsidiary.

     (k)   No patent,  statute, rule, regulation,  code or standard is pending
or, to the knowledge of the Company or the  Subsidiary,  proposed,  that could
have or has had a Material  Adverse  Effect on the  validity,  enforceability,
ownership  of or right to use,  sell,  license or dispose of any  Intellectual
Property.

     (l)   None  of  the  material   trade  secrets  of  the  Company  or  the
Subsidiary  has been  disclosed  to any  person  unless  such  disclosure  was
necessary and was made pursuant to a confidentiality agreement.

  Section 2.26.  Bank  Accounts.  Schedule 2.26  attached  hereto  and  hereby
made a part hereof sets forth a complete  list of the names and  addresses  of
each bank,  savings and loan  association,  securities firm or other financial
institution in which the Company or the Subsidiary has any savings,  checking,
securities,  investment or other  accounts or maintains a safety  deposit box,
the names or other  identification of each such account,  the account balances
as of the date hereof,  and the names or other  identification  of each person
who has  authority  to draw on such  account or who has access to such  safety
deposit boxes.

  Section 2.27.  Real Property  Matters.  Except as disclosed in Schedule 2.27
attached  hereto  and hereby  made a part  hereof,  (i) there are no  material
defects in any of the buildings or any fixtures or other improvements  located
upon any of the real property  owned,  leased or used by the Company or by the
Subsidiary  (herein referred to as the "Real Property"),  whether above, at or
below grade,  including,  without limitation,  any material leakage or seepage
in or from roofs,  walls or foundations;  (ii) all buildings and  improvements
located on the Real  Property  are free of termite  or other  material  insect
infestation;  (iii) all gas, electric,  water and other utility lines, sewers,
and curbs which are required in  connection  with the use of the Real Property
have been  installed;  (iv) none  of the Real  Property  is located in a flood
plain  and none of the  improvements  located  on the Real  Property  has been
flooded  in whole or in  substantial  part  within  the past  three (3) years;
(v) all  water,  sewer,   plumbing,   heating,   cooling,   air  conditioning,
sprinkling,  gas,  cooking,   refrigerating,   waste  treatment  or  disposal,
communications  and electrical systems and other facilities of whatever nature
located  on the Real  Property  are in normal  working  order  and  condition,
ordinary wear and tear excepted,  and of a capacity adequate for the Surviving
Corporation's  continued use thereof after the  Effective  Time;  and (vi) all
buildings and improvements located upon the Real Property,  including, without
limitation,  any septic  tank,  field or drain tiles  servicing  any  building
located on the Real Property,  and all lagoons,  water retention and detention
areas, spray fields and landfills,  are in compliance in all material respects
with all Federal,  state and local building,  zoning, health, safety and other
laws, codes, regulations,  ordinances and restrictions applicable thereto, and
there are no written  allegations,  notices,  suits or  judgments  relating to
violations  by the  Real  Property  or any  other  buildings  or  improvements
located thereon of any Federal,  state and local building,  zoning,  health or
safety  violations  which have not been corrected.  No insurer within the past
three (3) years has refused to insure any of the Real Property or  conditioned
the  insuring  thereof  on the  completion  of any work which has not yet been
completed.  Easements  exist  sufficient to connect all gas,  electric,  water
and other utility lines,  sewers,  communications  and electrical  systems and
all other  facilities  located  on the fee  portion  of the Real  Property  to
existing  lines on a public way over any land other than the Real  Property on
which such lines are  located.  There are no  pending,  or  threatened  in the
form of written notice to the Company or the Subsidiary,  condemnation actions
affecting any of the Real Property.

  Section 2.28.  Assets  and  Properties.  Schedule 2.28  attached  hereto and
hereby  made a part hereof  lists all of the  material  machinery,  equipment,
vehicles,  furniture and other tangible  personal  property  owned,  leased or
used by the  Company  and the  Subsidiary  in  connection  with its  business.
Except as  specifically  disclosed in said Schedule  2.28,  all of such listed
machinery,   equipment,   vehicles,  furniture  and  other  tangible  personal
property  owned,  leased  or used by the  Company  and the  Subsidiary  are in
normal  working order and  condition,  ordinary wear and tear  excepted.  From
the date hereof until the Closing Date, the Company and the  Subsidiary  agree
that such assets  shall only be used in the  ordinary  course of business  and
shall be subject only to ordinary wear and tear.

  Section 2.29.  Disclosure.  Neither  any  representation  or  warranty  made
herein by the  Company  nor any  written  statement,  certificate  or schedule
given or to be given to Galileo  pursuant to this Agreement,  contains or will
contain  any untrue  statement  of a material  fact,  or omits or will omit to
state a material fact  necessary to make the  statements  contained  herein or
therein  under the  circumstances  under which they were made not  misleading.
The Company has made,  and will make in good faith prior to the Closing  Date,
full  disclosure  in writing of all  material  facts known to the Company with
respect to the Company and the  Subsidiary and their assets,  liabilities  and
business which a prudent purchaser of the Company Stock would deem relevant.

  Section 2.30.  Updating of  Schedules.  There has been no  Material  Adverse
Change in any of the matters reflected in any Schedule  delivered  pursuant to
this Agreement  from the respective  date thereof to and including the date of
this  Agreement.  The  Schedules  which have been  delivered by the Company to
Galileo  prior to the  execution of this  Agreement  have been prepared by the
Company  and will be  updated by the  Company,  as the case may be, to include
such  information  as of such  date,  with  any and all  changes  specifically
marked,  so that all such  Schedules  are true,  accurate  and complete in all
material respects, both as of the date hereof and as of the Closing Date.

  Section 2.31.  Location of Assets.  Except as  disclosed  in Schedule  2.31,
all of the material,  tangible  assets and property of the Company are located
at the  Company's  facility in Englewood,  Colorado,  and all of the material,
tangible   assets  and  property  of  the   Subsidiary   are  located  at  the
Subsidiary's  facility in Louisville,  Colorado,  and,  except as disclosed in
Schedule  2.31,  all of the  assets  and  property  located  at the  Company's
facility in Englewood,  Colorado, and the Subsidiary's facility in Louisville,
Colorado,  as of the date  hereof  (exclusive  of the  personal  property  and
effects of the employees of the Company and the  Subsidiary  and which are not
used or useful in the  business  of the Company or  Subsidiary)  and as of the
Closing   Date  are  and  will  be  owned  by  the  Company  and  neither  the
Stockholders  of the  Company  or  Subsidiary  nor  any  third  party  has any
interest whatsoever therein or thereto.

  Section 2.32.  Proxy  Statement.  The Proxy Statement (as defined in Section
7.4 hereof) will, at the time it is mailed to the  stockholders of the Company
and at the time of the  Meeting  (as  defined  in  Section  7.4) to be held in
connection  with this  Agreement  will not contain any untrue  statement  of a
material  fact or omit to state any material  fact  necessary in order to make
the statements  therein,  in light of the circumstances  under which they were
made, not misleading  (except that no  representation or warranty is made with
respect to the information contained therein with respect to Galileo).


                                  Article 3


         Representations and Warranties of Galileo and the Merger Sub

      As an  inducement  to  the  Company  to  enter  into  and  perform  this
Agreement,  Galileo and the Merger Sub covenants,  represents and warrants to,
and agrees with, the Company as follows:

   Section 3.1.  Corporate  Status of Galileo.  Galileo and the Merger Sub are
corporations  duly organized,  validly existing and in good standing under the
laws of Delaware,  with full  corporate  power and authority to own, lease and
operate their respective  properties and to carry on the business as now being
conducted.

   Section 3.2.  Authority.  Galileo  and  the  Merger  Sub  have  full  legal
capacity, power and authority to enter into and perform this Agreement.

   Section 3.3.  Authority  of  Galileo  and Merger  Sub.  The  execution  and
delivery of this Agreement by Galileo and the Merger Sub and the  consummation
of the transactions  contemplated  hereby have been or will be duly authorized
by all necessary  corporate  action on the part of Galileo and the Merger Sub.
This  Agreement has been duly executed and delivered by Galileo and the Merger
Sub and  (assuming  the valid  authorization,  execution  and delivery of this
Agreement  by the  Company)  constitutes  a valid and  binding  obligation  of
Galileo  and the Merger Sub  enforceable  against  each of them in  accordance
with its terms.

   Section 3.4.  Capital  Structure.   (a) The  authorized  stock  of  Galileo
consists of 250,000,000  shares of Common Stock,  of which  89,999,435  shares
were issued and  outstanding  as of December  31, 1999,  25,000,000  shares of
Preferred  Stock,  none of which is issued or  outstanding,  and  3 shares  of
special   voting   preferred   stock,   of  which  3  shares  are  issued  and
outstanding.  All such shares have been duly  authorized,  and all such issued
and  outstanding   shares  have  been  validly  issued,  are  fully  paid  and
nonassessable  and are free of any liens or encumbrances  other than any liens
or encumbrances created by or imposed upon the holders thereof.

     (b)   The shares of Galileo  Common  Stock to be issued  pursuant  to the
Merger will be duly authorized, validly issued, fully paid, non-assessable.

   Section 3.5.  SEC  Documents;  Galileo  Financial  Statements.  Galileo has
furnished or made  available  to the Company  true and complete  copies of all
reports or registration  statements  filed by it with the U.S.  Securities and
Exchange  Commission  (the "SEC")  under the  Securities  Exchange Act of 1934
(the  "Exchange  Act") for all periods  subsequent to January 1, 1999,  all in
the form so filed (all of the foregoing being collectively  referred to as the
"SEC  Documents").  As of their  respective  filing  dates,  the SEC Documents
complied in all material  respects with the  requirements of the Exchange Act,
and none of the SEC  Documents  contained  any untrue  statement of a material
fact or omitted  to state a material  fact  required  to be stated  therein or
necessary to make the statements made therein,  in light of the  circumstances
in which they were made, not misleading,  except to the extent  corrected by a
subsequently  filed  document  with  the  SEC.  The  financial  statements  of
Galileo,  including  the notes  thereto,  included in the SEC  Documents  (the
"Galileo  Financial  Statements")  comply as to form in all material  respects
with  applicable  accounting  requirements  and with the  published  rules and
regulations of the SEC with respect thereto,  have been prepared in accordance
with generally accepted accounting principles  consistently applied (except as
may be indicated in the notes  thereto)  and present  fairly the  consolidated
financial  position of Galileo at the dates thereof and of its  operations and
cash flows for the  periods  then  ended  (subject,  in the case of  unaudited
statements,  to  normal  audit  adjustments).  There  has  been no  change  in
Galileo  accounting  policies  except as described in the notes to the Galileo
Financial Statements.

   Section 3.6.  No  Material  Adverse  Change.  Since the date of the balance
sheet  included in the Galileo's  most  recently  filed report on Form 10-Q or
Form 10-K,  Galileo has  conducted  its  business in the  ordinary  course and
there has not  occurred:  (a) any  material  adverse  change in the  financial
condition,  liabilities,  assets or business of Galileo;  (b) any amendment or
change in the Certificate of  Incorporation  or Bylaws of Galileo;  or (c) any
damage to,  destruction  or loss of any  assets of  Galileo,  (whether  or not
covered by insurance)  that  materially  and  adversely  affects the financial
condition or business of Galileo.

   Section 3.7.  Litigation.  There is no  action,  suit,  proceeding,  claim,
arbitration or investigation  pending, or as to which Galileo has received any
notice of assertion  against  Galileo which in any manner  challenges or seeks
to  prevent,  enjoin,  alter  or  materially  delay  any of  the  transactions
contemplated by this Agreement.


                                  Article 4


      Conditions Precedent to Obligations of Galileo and the Merger Sub

      The  obligations of Galileo and the Merger Sub under this Agreement are,
at Galileo's option,  subject to the fulfillment at or prior to the Closing of
each of the following conditions,  upon the nonfulfillment of any of which, at
Galileo's  option,  this Agreement may be terminated with the effect set forth
in Section 8.2 hereof:

   Section 4.1.  Accuracy of  Representations,  Warranties and Covenants.  The
representations  and  warranties of the Company set forth in Article 2  hereof
shall be true and accurate in all  material  respects as of the date when made
and as of the  Closing  Date,  except to the extent  necessary  to reflect the
consummation of the transactions  provided for herein.  The Company shall have
duly  performed  and complied in all material  respects  with all  agreements,
covenants  and  conditions  required  by this  Agreement  to be  performed  or
complied  with by it prior to or on the Closing  Date.  The Company shall have
delivered to Galileo a certificate  executed by an executive officer dated the
day of the  Closing  Date and signed by the Company to the effect set forth in
this Section 4.1.

   Section 4.2.  HSR Act.  Any  applicable  waiting  period under the HSR Act,
including any extensions  thereof,  shall have elapsed or have been terminated
and neither the Federal Trade  Commission  nor the U.S.  Department of Justice
shall have taken any action to  prevent or delay,  or  threatened  to take any
action which may  reasonably be expected to prevent or delay  consummation  of
the  transactions  contemplated  under  this  Agreement;  and no  governmental
inquiry shall have been received that, in the  reasonable  opinion of Galileo,
might be expected to lead to an action or  proceeding to restrain or otherwise
challenge the transactions contemplated herein and therein.

   Section 4.3.  Licenses,   Permits,   Approvals,  Etc.  Galileo  shall  have
obtained,  without  significant  burden or expense  and in form and  substance
reasonably  satisfactory  to  Galileo  and its  legal  counsel,  all  material
governmental,  administrative and other licenses, permits, approvals, consents
and authorizations,  which, in the reasonable opinion of Galileo, are required
or desirable in connection  with the  operation of the  Surviving  Corporation
and the Subsidiary after the Effective Time.

   Section 4.4.  Employment    Agreements.    The   individuals    listed   in
Schedule 4.4  attached  hereto  and  hereby  made a  part  hereof  shall  have
executed   with  and   delivered   employment   agreements  to  the  Surviving
Corporation  in  form  and  substance  satisfactory  to  Galileo  (hereinafter
referred to individually as an "Employment  Agreement" and collectively as the
"Employment Agreements").

   Section 4.5.  Approval of Legal  Matters by Counsel.  There shall have been
furnished to counsel for Galileo  certified  copies of such corporate  records
of the Company and the Subsidiary  and copies of such other  documents as such
counsel may reasonably have requested.

   Section 4.6.  No  Adverse  Proceedings.  There  shall be no  action,  suit,
proceeding or claim  instituted or threatened by a third party relating to the
transactions contemplated hereby.

   Section 4.7.  Receipt of Closing  Documents.  Galileo  shall have  received
all of the closing documents referred to in Article 6 hereof.

   Section 4.8.  Approval of Updated  Schedules.  All Schedules required to be
provided to Galileo  pursuant to  Article 2  hereof shall have been updated to
the Closing Date by the Company and  delivered to Galileo and any new material
information  contained  in said updated  Schedules  shall be  satisfactory  to
Galileo in its sole discretion and in all respects.

   Section 4.9.  Third  Party   Consents.   All  consents  of  third   parties
reasonably  determined  by Galileo to be  necessary  or  desirable,  including
without  limitation  with  respect to those  contracts  listed in Schedule 4.9
attached  hereto,  shall have been obtained in form and  substance  reasonably
acceptable to Galileo,  including,  without limitation, any lessor consents or
any  consents of third  parties to Material  Contracts  which have  "change of
control" or "non-assignment" provisions.

  Section 4.10.  Company Stockholder  Approval.  This Agreement and the Merger
shall  have  been duly  approved  and  adopted  by the  requisite  vote of the
stockholders of the Company under applicable law.

  Section 4.11.  Tax  Opinion.  Galileo  shall have  received  the  opinion of
Chapman  and Cutler  based  upon  receipt of  customary  representations,  and
substantially  to the effect that the Merger will constitute a  reorganization
under  Section 368 of the Code.  Galileo and the Merger Sub agree to make such
reasonable  representations  as  requested by tax counsel in  connection  with
such opinion and the opinion  referred to in Section 5.6 hereof.  Such opinion
shall have been  delivered  and shall not have been  withdrawn  or modified in
any material respects.

  Section 4.12.  Dissenting  Company Stock.  The aggregate number of shares of
Dissenting   Company   Stock  shall  not  exceed  10%  of  the  Company  Stock
outstanding  immediately  prior to the Effective  Time. The Company shall have
delivered  to Galileo a  certificate  dated the Closing  Date and signed by an
authorized  officer  of the  Company  to the  effect  set  forth in the  first
sentence of this Section.

  Section 4.13.  Exemption.  Galileo shall determine,  in its sole discretion,
that  the  issuance  of  Galileo  Common  Stock to all of the  holders  of the
Company Stock  pursuant to this  Agreement and the Merger shall be exempt from
the  registration  provisions  of the  Securities  Act  and  applicable  state
securities law;  provided,  however,  that Galileo will  reasonably  cooperate
with the  Company  to seek to find a  private  placement  exemption  under the
Securities Act and  applicable  state  securities  law in connection  with its
issuance of the Galileo Common Stock.


                                  Article 5


              Conditions Precedent to Obligations of the Company

      The  obligations  of the Company under this Agreement are subject to the
fulfillment  at or prior to the Closing of each of the  following  conditions,
upon the nonfulfillment of any of which, at its option,  this Agreement may be
terminated with the effect set forth in Section 8.2 hereof:

   Section 5.1.  Accuracy of  Representations,  Warranties and Covenants.  The
representations  and warranties of Galileo set forth in Article 3 hereof shall
be true and correct in all  material  respects as of the date when made and as
of  the  Closing  Date,   except  to  the  extent  necessary  to  reflect  the
consummation of the  transactions  provided for herein and except as otherwise
specifically   permitted  hereby.   Galileo  shall  have  duly  performed  and
complied  in  all  material  respects  with  all  agreements,   covenants  and
conditions  required by this  Agreement to be performed or complied with by it
prior to or on the Closing Date.  Galileo shall have  delivered to the Company
a  certificate  executed by an executive  officer dated the day of the Closing
Date and signed by Galileo to the effect set forth in this Section 5.1.

   Section 5.2.  HSR Act.  Any  applicable  waiting  period under the HSR Act,
including any extensions  thereof,  shall have elapsed or have been terminated
and neither the Federal Trade  Commission  nor the U.S.  Department of Justice
shall have taken any action to  prevent or delay,  or  threatened  to take any
action which may  reasonably be expected to prevent or delay  consummation  of
the  transactions  contemplated  under  this  Agreement;  and no  governmental
inquiry  shall  have been  received  that,  in the  reasonable  opinion of the
Company,  might be expected to lead to an action or  proceeding to restrain or
otherwise challenge the transactions contemplated herein and therein.

   Section 5.3.  Receipt  of  Closing   Documents.   The  Company  shall  have
received all of the closing documents referred to in Article 6 hereof.

   Section 5.4.  Approval of Legal  Matters by Counsel.  There shall have been
furnished  to  counsel  for the  Company  certified  copies of such  corporate
records of Galileo  and the Merger Sub and copies of such other  documents  as
such counsel may reasonably have requested.

   Section 5.5.  Company Stockholder  Approval.  This Agreement and the Merger
shall  have  been duly  approved  and  adopted  by the  requisite  vote of the
stockholders of the Company under applicable law.

   Section 5.6.  Tax Opinion.  The Company  shall have received the opinion of
Wilson   Sonsini   Goodrich  &  Rosati,   based  upon   receipt  of  customary
representations,  and  substantially  to  the  effect  that  the  Merger  will
constitute a  reorganization  under  Section 368(a)  of the Code.  The Company
agrees to make such reasonable  representations as requested by tax counsel in
connection  with such  opinion  and the opinion  referred  to in Section  4.11
hereof.  Such  opinion  shall  have  been  delivered  and  shall not have been
withdrawn or modified in any material respect.


                                  Article 6


                                   Closing

   Section 6.1.  Date,  Time and Place of  Closing.  The closing in respect of
the Merger (herein  referred to as the "Closing") shall be held at the offices
of Chapman  and  Cutler,  111 West  Monroe,  Chicago,  Illinois  at 9:00 A.M.,
Chicago time, on the second  business day  following the  satisfaction  of the
conditions  set forth in Articles 4 and 5 hereof (other than those  conditions
specified  in Sections  4.7,  4.8 or 5.3 thereof  which by their nature are to
first be satisfied on the Closing Date),  but such date shall not be less than
20 days from the date of this  Agreement,  or such other date mutually  agreed
to by the parties  (herein  referred  to as the  "Closing  Date"),  which date
(unless  otherwise  mutually  agreed by the  parties)  shall be the day of the
Effective Time.

   Section 6.2.  Documents  to Be  Delivered  by the Company to  Galileo.  The
Company agrees to deliver to Galileo on the Closing Date the following:

            (a)   Certificates.  The  Certificates  required  to be  delivered
      pursuant to Sections 4.1 and 4.12 hereof.

            (b)   Certificate  of  Merger.  The  Certificate  of  Merger  duly
      executed by an authorized officer of the Company.

            (c)   Charter  Documents.  The  Certificate of  Incorporation  and
      all amendments  thereto of the Company and the  Subsidiary  certified by
      the  Secretary  of the State of  Delaware as of a date not more than ten
      (10) days prior to the Closing Date.

            (d)   Good Standing  Certificates.  Certificates  of good standing
      for the Company and the Subsidiary  issued by the Secretary of the State
      of  Delaware  as of a date not more  than  ten  (10)  days  prior to the
      Closing Date.

            (e)   Certificates  of Secretarial  Officer.  Certificates  of the
      Secretary  or an Assistant  Secretary of the Company and the  Subsidiary
      dated the Closing  Date with  respect to (i) the  bylaws of the Company,
      (ii) the bylaws of the Subsidiary,  (iii) the incumbency of the officers
      of the Company and the Subsidiary and  (iv) resolutions  of the Board of
      Directors of the Company  authorizing  and approving the Merger and this
      Agreement and the execution,  delivery and  performance of any documents
      referred to in this Agreement to which the Company is to be a party.

            (f)   Resignations.  Written  resignations  of those  officers and
      directors  of the Company and the  Subsidiary  specified by Galileo with
      an  acknowledgment  that such persons do not have any claims for further
      compensation from the Company or the Subsidiary.

            (g)   Legal  Opinion.  Galileo shall have received a legal opinion
      from   counsel  to  the  Company  in  form  and   substance   reasonably
      satisfactory  to Galileo and its counsel  covering  the matter set forth
      in Exhibit D hereto.

            (h)   Employment  Agreements.  The Employment  Agreements executed
      by the persons listed on Schedule 4.4  in form and substance  reasonably
      satisfactory to Galileo and its counsel.

            (i)   Escrow  Agreement.  The  Escrow  Agreement  executed  by the
      Company and the Escrow Agent attached hereto.

            (j)   Disclaimer  of Interest  Letter.  A written  agreement  from
      those  officers,  directors  and  employees of the Company  specified by
      Galileo  that they have no  interest  or claim  whatsoever  in or to any
      programs, software,  formulas, patents, copyrights,  inventions or other
      tangible  or  intangible  property  owned or used by the  Company or the
      Subsidiary in connection  with their  respective  businesses,  assigning
      any  ownership  interests  therein  to the  Company  and  the  Surviving
      Company,  and  agreeing  not to  appropriate  or use any such  property,
      directly or indirectly, for their own benefit.

            (k)   Representation  letters  of each  holder  of  Company  Stock
      substantially in the form attached hereto as Exhibit C.

            (l)   Such other  documents  as may  reasonably  be  requested  by
      Galileo or its counsel to evidence  compliance with any federal or state
      tax withholding or securities laws.

   Section 6.3.  Items to Be Delivered by Galileo.  Galileo  agrees to deliver
on the Closing Date the following:

            (a)   Cash  Portion  of  Purchase  Price.  Wire  transfer  to  the
      Paying  Agent of the cash portion of the Merger  Consideration  pursuant
      to Section 1.2(a)(i) hereof.

            (b)   Galileo  Common  Stock.  Delivery  to the  Paying  Agent  of
      stock certificates for the Galileo Common Stock.

            (c)   Escrow Agreement.  The Escrow Agreement executed by Galileo.

            (d)   Escrow  Deposit.  Wire  transfer to the Escrow  Agent of the
      $20,000,000 escrow deposit pursuant to Section 1.3 hereof.

            (e)   Certificate  of  Merger.  The  Certificate  of  Merger  duly
      executed by an authorized officer of the Merger Sub.

            (f)   Legal  Opinion.  A legal  opinion from counsel to Galileo in
      form  and  substance  reasonably  satisfactory  to the  Company  and its
      counsel covering the matters set forth in Exhibit E hereto.

            (g)   Certificate.  Certificate  of  Galileo,  dated  the  Closing
      Date,  certifying that the conditions precedent set forth in Section 5.1
      hereof have been fulfilled.


                                  Article 7


                              Further Agreements

   Section 7.1.  Commissions  and  Expenses  of Sale.  In the  event  that the
Merger is not  consummated,  each party to this  Agreement  shall bear its own
legal,   accounting  and  other  related   expenses  in  connection  with  the
transactions  provided  for herein.  The Company  represents  and  warrants to
Galileo  that,  except for J.P.  Morgan & Company,  Inc.,  no broker,  finder,
agent or similar  intermediary  (a "Broker") has acted on behalf of any of the
Company  or  its  stockholders  in  connection  with  this  Agreement  or  the
transactions  contemplated  thereby,  and that,  except  for a fee  payable to
J.P.Morgan & Company,  Inc.  (the  "Company's Fee"),  there are no brokerage
commissions,   finder's  fees  or  similar  fees  or  commissions  payable  in
connection  therewith  based on any agreement,  arrangement  or  understanding
with the Company or its  stockholders,  or any action  taken by the Company or
its  stockholders.  The  Company  agrees  to  pay  the  Company's  Fee  and to
indemnify  and hold  harmless  Galileo  and the  Merger  Sub from any claim or
demand for  commission or other  compensation  by any Broker  claiming to have
been employed by or on behalf of the Company or its stockholders,  and to bear
the cost of legal  expenses  incurred  in  defending  against  any such claim.
Galileo  represents  and  warrants  to the  Company  that,  except  for Lehman
Brothers  Inc.,  no Broker has acted on behalf of Galileo in  connection  with
this Agreement or the transactions  contemplated  thereby and that, except for
a fee payable to Lehman  Brothers  Inc.,  there are no brokerage  commissions,
finders' fees or similar fees or commissions  payable in connection  therewith
based on any agreement,  arrangement  or  understanding  with Galileo,  or any
action taken by Galileo.  Galileo  agrees to indemnify  and hold  harmless the
Company from any claim or demand for commission or other  compensation  by any
broker claiming to have been employed by or on behalf of Galileo,  and to bear
the cost of legal expenses incurred in defending against any such claim.

   Section 7.2.  Other Acquisition  Proposals.  From and after the date hereof
and until the Closing or the date this  Agreement is  terminated,  the Company
shall  not,  directly  or  indirectly,   solicit  or  encourage  inquiries  or
proposals with respect to, or participate in any  negotiations  or discussions
concerning:  (i) any  acquisition  or purchase of shares of the Company Stock;
(ii) all or a substantial  portion of the assets of, or a  substantial  equity
interest   in,  the  Company  or  the   Subsidiary;   or   (iii) any   merger,
consolidation  or other business  combination with or involving the Company or
the Subsidiary, other than as contemplated by this Agreement.

   Section 7.3.  Approvals and Consents.  The Company,  Galileo and the Merger
Sub  shall  take  all  steps  reasonably  necessary  in  connection  with  the
preparation  and submission of any premerger  notification  required under the
HSR Act in connection  with the  transactions  contemplated by this Agreement,
such  submission  to be filed (with  request for early  termination)  no later
than February 7, 2000,  and to obtain the written  consent or approval of each
and every  governmental  agency or third party whose consent or approval shall
be  required  in  order  to  permit  the   consummation  of  the  transactions
contemplated by this Agreement.

   Section 7.4.  Company  Stockholder  Approval.  The  Company  shall take all
steps  necessary  to duly call,  give  notice of,  convene  and hold a meeting
(hereinafter  referred to as the "Meeting") of its  stockholders to be held as
promptly as practicable  for the purpose of presenting  this Agreement for the
approval  of, and  adoption  by, its  stockholders.  The  Company  and Galileo
will,  as  expeditiously  as  possible,  work  together  to  prepare  a  proxy
statement (the "Proxy  Statement") to be delivered to the  stockholders of the
Company in  connection  with the Merger.  The Company  shall  promptly  notify
Galileo in the event that any  information  contained  in the Proxy  Statement
with  respect to the Company  becomes  untrue or  inaccurate  in any  material
respect  prior  to the  Merger.  The  Company  shall,  through  its  Board  of
Directors,   except  to  the  extent  legally  prohibited  from  doing  so  in
connection  with  the  discharge  of the  fiduciary  duties  of its  Board  of
Directors as advised by its outside  counsel,  recommend  to its  stockholders
approval of this Agreement and of the  transactions  contemplated  hereby.  If
this  Agreement  shall be approved  and adopted by the  requisite  vote of the
Company's  stockholders,  the Company shall  immediately  thereafter cause its
Secretary  to  certify  the  fact  of  such  approval  and  adoption  on  this
Agreement,  pursuant  to the  requirement  of  Section 251(c)  of the  General
Corporation Law of the State of Delaware.

   Section 7.5.  FIRPTA.  At or prior to the Closing,  the Company  shall,  if
requested  by Galileo,  deliver to Galileo a notice that the Company  Stock is
not a "U.S.  Real  Property  Interest"  as  defined  in  accordance  with  the
requirements of Treasury Regulation Section 1.1445-2(c)(3).

   Section 7.6.  Registration   Statement.    Galileo   agrees   to   file   a
registration  statement  on Form S-8  for the shares of Galileo  Common  Stock
issuable  pursuant  to the  assumed  Company  Stock Plan no later than two (2)
business days after the Closing Date.


                                  Article 8

                          Amendment And Termination

   Section 8.1.  Amendment.  This  Agreement  may be  amended  by the  parties
hereto  at any time  prior to the  Effective  Time,  whether  before  or after
approval hereof by the  stockholders of the Company,  but, after such approval
by the  stockholders  of the Company,  no amendment  shall be made without the
further approval of such  stockholders  which (i) alters or changes the amount
or kind of consideration  to be received by such  stockholders in exchange for
or on  conversion  of all or any of the shares of Company Stock as a result of
the  Merger;   (ii) alters   or  changes  any  term  of  the   certificate  of
incorporation of the Surviving Corporation provided for by this Agreement;  or
(iii) adversely  affects such stockholders.  This Agreement may not be amended
except by an  instrument  in writing  signed on behalf of each of the  parties
hereto.

   Section 8.2.  Termination.  (a) This  Agreement  may be  terminated  at any
time prior to the Effective  Time,  whether  before or after  approval of this
Agreement by the stockholders of the Company:

            (i)   by mutual consent in writing of Galileo and the Company; or

           (ii)   by Galileo or by the Company,  by giving  written  notice of
      such  termination  to the other  party or parties if, upon the taking of
      the vote of the stockholders of the Company  contemplated by Section 7.4
      hereof,  the  required  approval  of  such  stockholders  shall  not  be
      obtained; or

          (iii)   by Galileo,  by giving written notice of such termination to
      the  Company,   (A) if   there  has  been  a  material   breach  of  any
      representation,  warranty,  or  agreement  herein  on  the  part  of the
      Company  which has not been cured or adequate  assurance  of cure given,
      in either case within five business days following  receipt of notice of
      such breach from  Galileo,  (B) if  Galileo  determines at any time that
      any  regulatory  approval  or consent  required by law to be received in
      connection  with the Merger is unlikely to be received or is unlikely to
      be received in time to permit the lawful  consummation  of the Merger by
      April 30, 2000,  or contains any  conditions or  requirements  which are
      not  acceptable to Galileo,  or (C) if there shall have occurred or been
      proposed,  after the date of this Agreement, any change in any law, rule
      or  regulation,  or after the date of this  Agreement  there  shall have
      been any  decision or action by any court,  government  or  governmental
      agency that could  reasonably be expected to prevent or materially delay
      consummation of the Merger; or

           (iv)   by  the   Company,   by  giving   written   notice  of  such
      termination  to  Galileo,  if there  has been a  material  breach of any
      representation,  warranty, or agreement herein on the part of Galileo or
      the Merger Sub which has not been cured or  adequate  assurance  of cure
      given,  in either case within five  business days  following  receipt of
      notice from the Company of such breach; or

            (v)   by Galileo or by the Company,  by giving  written  notice of
      such termination to the other party or parties,  if the Merger shall not
      have been consummated on or before April 30, 2000.

   Section 8.3.  Effect of  Termination.  In the event of  termination of this
Agreement by any party hereto,  there shall be no liability on the part of any
other  party  hereto;  provided,  however,  that  such  termination  shall not
preclude liability  attaching to a party who has caused the termination hereof
by an  intentional  breach  of  any  of  its  representations,  warranties  or
covenants  contained in this  Agreement or the willful act or willful  failure
to act in violation of the terms and provisions of this Agreement.

   Section 8.4.  Waiver.  Any terms or  provisions  of this  Agreement  may be
waived in writing at any time by the party which is  entitled to the  benefits
thereof,  or their  respective  counsel.  The  failure of either  party at any
time or times to  require  performance  of any  provision  hereof  shall in no
manner  affect  such  party's  right at a later time to enforce  the same.  No
waiver by any party of a  condition  or of the  breach of any term,  covenant,
representation   or  warranty  of  this  agreement,   whether  by  conduct  or
otherwise,  in any one or more instances shall be deemed to be or construed as
a further or continuing  waiver of any such condition or breach or a waiver of
any  other   condition  or  of  the  breach  of  any  other  term,   covenant,
representation or warranty of this Agreement.


                                  Article 9


               Survival of Representations and Indemnification

   Section 9.1.  Survival   of    Representations    and    Warranties.    Any
investigation or examination by Galileo of the business,  records,  properties
or affairs of the  Company or the  Subsidiary  shall not in any way affect the
representations  and  warranties of the Company  contained in this  Agreement,
except in the case of any  representations  and warranties  that Galileo knows
to be  untrue  as a  result  of any  investigation  or  examination,  and such
representations  and warranties  herein made by the Company shall be deemed to
be remade at and survive the Closing Date for six months.

   Section 9.2.  Indemnification  by the Company.  Subject to the  limitations
respecting the survivability of  representations  and warranties  contained in
Section 9.1  hereof,  the Company  agrees to indemnify and hold  Galileo,  the
Merger Sub and the Surviving Corporation,  and their respective successors and
assigns  harmless  from and  against  all  liability,  loss,  cost or expense,
including, without limitation,  reasonable attorneys' fees, expenses and costs
of litigation and, in the case of  Environmental  Laws, the costs and expenses
of  taking  any  investigative,   removal  or  remedial  actions  (hereinafter
referred to  individually as "Loss" and  collectively as the "Losses"),  which
Galileo,  the  Merger Sub or the  Surviving  Corporation  or their  respective
successors or assigns may,  directly or  indirectly,  sustain by reason of any
of the following:

            (a)   The  inaccuracy  of any  representation  or  warranty of the
      Company herein set forth;

            (b)   The  inaccuracy  of any  certificate  or  Schedule  to  this
      Agreement  delivered  by the  Company  or the  Subsidiary  to Galileo in
      accordance with the provisions hereof;

            (c)   The  breach of any of the  agreements  or  covenants  of the
      Company  contained  herein  or in  any  certificate  or  other  document
      delivered  by the  Company or the  Subsidiary  to Galileo in  accordance
      with the terms hereof; and

            (d)   The  inaccuracy  of any  representations  made by any of the
      holders of the Company Stock  pursuant to the  provisions of Section 1.7
      hereof.

Notwithstanding the foregoing,  the maximum aggregate liability of the Company
to Galileo for breaches of the  representations  and warranties of the Company
hereunder shall not exceed  $20,000,000 (the "Maximum  Liability") and Galileo
may not make a claim  against  the  Company  for any such  breach or  breaches
until  Galileo,  the Merger Sub or the  Surviving  Corporation  has  sustained
Losses of at least  $500,000 (the "Claim  Threshold")  in connection  with any
such breach or breaches.  After such Claim  Threshold has been met, any Losses
included in the  calculation  of the Claim  Threshold  shall be recoverable by
Galileo to the same extent as any other Losses.  The  foregoing  limitation on
the recovery of Losses shall not apply to any Losses  relating to or resulting
from any fraudulent  representations  or warranties.  The $20,000,000 which is
to be  deposited  into the Escrow is  intended  by the parties to serve as the
sole  source  for the  recovery  of any  Losses  recoverable  pursuant  to the
provisions  of this  Section  9.2.  Galileo may from time to time make a claim
for  any  Loss  by  requesting  the  Escrow  Agent  to pay to  Galileo  or the
Surviving  Corporation  the amount  thereof  from the funds held by the Escrow
Agent under the terms of the Escrow Agreement.


                                  Article 10


                        Registration of Galileo Shares

      Subject to the  applicable  provisions of any  preexisting  agreement to
which  Galileo is a party,  Galileo  shall  prepare  and file  within  60 days
following  the  date of  Closing,  and  shall  use its  reasonable  commercial
efforts to have declared  effective,  at Galileo's expense, a S-3 Registration
Statement  relating to 50% of the Galileo Common Stock issued pursuant to this
Agreement,  and  to  maintain  the  effectiveness  of  such  S-3  Registration
Statement  through the earlier of (i) 90 days after the  effectiveness of such
S-3  Registration  Statement,  and (ii) the  date on which a prospectus  is no
longer  required to be  delivered  under the  Securities  Act.  Galileo  shall
prepare  and  file  within  90 days  after  the  effective  date of  such  S-3
Registration  Statement,  and shall use its reasonable  commercial  efforts to
have declared  effective,  at Galileo's expense, a S-3 Registration  Statement
relating to the remaining 50% of the Galileo  Common Stock issued  pursuant to
the  Agreement,  and to maintain the  effectiveness  at such S-3  Registration
Statement  until the earlier of (i) 270 days after the  effectiveness  of such
S-3  Registration  Statement,  and (ii) the  date on which a prospectus  is no
longer  required to be delivered  under the Securities  Act. During the period
that  either S-3  Registration  Statement  referred to in this  Article 10  is
effective,  Galileo  shall  have the  right by  giving  written  notice to the
holders of Galileo  Common Stock whose shares are to be sold  pursuant to said
S-3 Registration  Statement to suspend their right to effect sales pursuant to
such S-3 Registration  Statement for valid business  reasons,  but only in the
event that the  officers  of  Galileo  are  restricted  from  making  sales of
Galileo Common Stock.


                                  Article 11


                           Miscellaneous Provisions

  Section 11.1.  Notices.  Each  notice,  request,  demand,  approval or other
communication  which may be or is required  to be given  under this  Agreement
shall be in  writing  in  English  and shall be  deemed to have been  properly
given  when  delivered  personally  at the  address  set  forth  below for the
intended  party during normal  business  hours at such  address,  when sent by
facsimile  or  other  electronic  transmission  to  the  respective  facsimile
transmission  numbers  of the  parties  set  forth  below,  or  when  sent  by
recognized  overnight  courier  service  or by  United  States  registered  or
certified  mail,  return  receipt  requested,  postage  prepaid,  addressed as
follows:

      If to Galileo or Merger Sub:        Galileo International, Inc.
                                          9700 West Higgins Road
                                          Suite 400
                                          Rosemont, Illinois  60018
                                          Attn: General Counsel
                                          Facsimile:  (847) 518-4915
                                          Confirm:    (847) 518-4801

      With a copy to:                     Chapman and Cutler
                                          111 West Monroe Street
                                          Chicago, Illinois  60603
                                          Attn:  Michael P. Barrett
                                          Facsimile:  (312) 701-2361
                                          Confirm:  (312) 845-3770

      If to the Company:                  Trip.com, Inc.
                                          6436 South Racine Circle
                                          Suite 202
                                          Englewood, Colorado
                                          Attn: Brian K. Thomson
                                          Facsimile:  (303) 790-9350
                                          Confirm:    (303) 790-9360

      With a copy to:                     Wilson Sonsini Goodrich & Rosati
                                          650 Page Mill Road
                                          Palo Alto, California  94304
                                          Attn:  Roger E. George
                                          Facsimile:  (650) 493-6811
                                          Confirm:  (650) 320-4612

Notices shall be given to such other addressee or address,  or both, or by way
of such other facsimile  transmission  number,  as a particular party may from
time to time  designate  by written  notice to the other  party  hereto.  Each
notice,  request,  demand,  approval or other  communication  which is sent in
accordance  with this  Section  shall be deemed  given  and  received  for all
purposes of this  Agreement  as of three (3)  business  days after the date of
deposit  thereof  for air  mailing in a duly  constituted  United  States post
office or branch  thereof,  one business  day after  deposit with a recognized
overnight  courier  service or upon  confirmation  of receipt of any facsimile
transmission.  Notice  given to a party  hereto by any other method shall only
be deemed to be given and received when  actually  received in writing by such
party.

  Section 11.2.  Further  Assurance.  Each of the parties hereto hereby agrees
that after the  Closing  Date it will from time to time,  upon the  reasonable
request of another  party  hereto,  take such further  action as the other may
reasonably  request  to  carry  out  the  Merger  and the  other  transactions
contemplated by this Agreement,  including,  without limitation, the execution
and  delivery  of all  further  evidences  and  instruments  of  transfer  and
assignment.

  Section 11.3.  Execution and  Counterparts.  This  Agreement may be executed
in any number of  counterparts,  each and all of which shall be deemed for all
purposes to be one agreement.

  Section 11.4.  Headings.   The  headings  in  this  Agreement  are  intended
solely  for  convenience  of  reference  and  shall be given no  effect in the
construction or interpretation of this Agreement.

  Section 11.5.  Effectiveness.  This Agreement  shall have no force or effect
whatsoever  unless and until the same shall have been  executed and  delivered
by Galileo, the Merger Sub and the Company.

  Section 11.6.  Miscellaneous.  This  Agreement  (a) constitutes  the  entire
agreement and supersedes all other prior  agreements  and  undertakings,  both
written  and oral,  between the  parties  hereto  with  respect to the subject
matter  hereof;  (b) is not intended to confer upon any other person or entity
who or  which  is  not a  party  hereto  any  rights  or  remedies  hereunder;
(c) shall be binding upon and inure to the benefit of Galileo,  the Merger Sub
and the Company and their respective  successors and assigns; and (d) shall be
governed by and construed in accordance  with the internal  laws,  and not the
law of conflicts, of the State of Delaware.

  Section 11.7.  Publicity.  Galileo  and the  Company  shall use  their  best
efforts so that the  Company and the  Subsidiary  shall not issue or cause the
publication  of any press release or other  announcement  with respect to this
Agreement,  or otherwise make any disclosures relating thereto to the press or
any third party other than their respective  attorneys,  accountants and other
agents  without the prior  consent of Galileo and the Company,  which  consent
shall not be  unreasonably  withheld;  provided,  however,  that such  consent
shall not be  required  where such  release,  announcement  or  disclosure  is
required  by  applicable  law or the  rules  or  regulations  of a  securities
exchange, other self-regulatory authority or governmental agency.


      In  Witness  Whereof,   the  parties  hereto  have  caused  this  Merger
Agreement to be executed as of the day and year first above written.

Galileo:                                  Company:

Galileo International, Inc.               Trip.com, Inc.



By _________________________________      By _________________________________
  Its ______________________________        Its______________________________



Galileo Acquisition Co.


By _________________________________
   Its ______________________________





<PAGE>
Exhibit 10.20
                                 ADDENDUM NUMBER 1
                         [ ] TO MASTER TERMS AND CONDITIONS
                      [X] CANDLE CORPORATION LICENSE AGREEMENT
                           Commencing on: March 22, 1996
                          [ ] OR CANDLE CORPORATION RIDER
                             (hereinafter "Agreement")
                       BY AND BETWEEN CANDLE CORPORATION AND
                         GALILEO INTERNATIONAL PARTNERSHIP

      THIS ADDENDUM is entered into by and between Candle Corporation
      (hereinafter "Licensor") and GALILEO INTERNATIONAL PARTNERSHIP
      (hereinafter "Licensee").

      THE AGREEMENT is hereby modified as follows:

      Fees for the Maintenance and Enhancement Plan (the "Plan") will be
      billed annually based on the then-current price list (effective as of
      the date the plan is renewed).

      Licensee, at its option, is entitled to receive and install multiple
      copies of the mainframe Product(s) licensed under this Agreement, at
      the designated site(s) within North America in any combination, or on
      any configuration of hardware providing the number of Mainframe MVS
      MIPS at the site(s) does not exceed 472.

      The "Mainframe MVS MIPS" is defined as the sum total of the MIPS for
      each CPU (not physical or logical partition, or prism) running MVS
      installed at the site(s), excluding only that LPAR on CPU 5995-10670
      Serial #2104 which is (i) running VM, and (ii) not running MVS as a
      subsystem or otherwise. The MIPS ratings are based on Gartner Group
      publications and includes all MIPS added by CMOS, other technologies,
      hardware or software products.

      If, at any time, the number of Mainframe MVS MIPS exceeds the number
      licensed per this Agreement, then Licenses shall immediately notify
      Licensor, in writing, of such increase and shall upgrade this License
      to provide for the additional MIPS and pay the associated license, the
      amounts of which will be determined by Licensor by reference to the
      then-current price list. In addition, fees for the Plan will also be
      adjusted effective as of the date the number of Mainframe MVS MIPS were
      exceeded and such fees will be determined by Licensor by reference to
      the then-current price list. No credit will be given for license fees
      or Plan fees in the event of a reduction of Mainframe MVS MIPS
      installed at the site(s). If  the number of Mainframe MVS MIPS are
      lower than the number licensed per this Agreement, future Plan fees
      will be adjusted effective as of the date the Plan is renewed and such
      fees will be determined by Licensor's then-current price list in effect
      as of the date the Plan is renewed.
                                                MIP LEVEL
            PRODUCTS                            PROTECTED THROUGH

            OMEGAVIEW                           472

      This Addendum is effective as of the 22 day of March, 1996. All other
      terms and conditions of the Agreement shall remain in full force and
      effect.

      ACCEPTED BY LICENSEE:                     ACCEPTED BY LICENSOR:
      Company Name:Galileo International Partnership   Candle Corporation
                                                2425 Olympic Boulevard
      Company Address   5350 S. Valentia  Way         Santa Monica,
      California 90404
                        Englewood, CO 80111

      By:   Ellen Thelen                        By:   Mark Carlson
      Name: ELLEN THELEN                  Name:       Mark Carlson
      Title:      MAR 20 1996                   Title: Business Operations
      Manager
      Date:       PURCHASING                    Date: April 10, 1996
      Purchase Order #:  11G0005-17
                  (For invoicing purposes only)


                              CANDLE CORPORATION
                              LICENSE AGREEMENT


Customer's Name & Address: GALILEO INTERNATIONAL PARTNERSHIP
                                                  5350 SO VALENTIA WAY
                                                  ENGLEWOOD, CO 80111

Customer Site ID #:                    713


Total Licensed          Total
            Licensed Products/Services
MIPS                             Fee(s)

OMEGAVIEW
472

Quoted Fees and Terms Valid Through: March 29, 1996

License Type: Perpetual    License Commencement Date: March 22, 1996


TOTAL FEES: $66,000  (exclusive of shipping, handling and applicable taxes)

Payment Terms

Net 30 days from invoice date

Billing Address

GALILEO INTERNATIONAL PARTNERSHIP
5350 VALENTIA WAY
ENGLEWOOD, CO 80111

Attention: Ellen Thelen

Supplemental Terms

This License Agreement ("Agreement") is between Candle Corporation
("Licensor"), a
California corporation and GALILEO INTERNATIONAL PARTNERSHIP ("Licensee").
This Agreement and Addendum 1 incorporates by reference the master terms and
conditions number C02-0307/United Airlines Denver Technological Center
subsequently assigned and transferred to Covia Partnership.

For the licensed OMEGAVIEW Product, all reference(s) to "Authorized CPU" in
this Agreement shall be deemed to read "Authorized Site". If a CPU is
upgraded or installed at the site which is larger than what Licensee is
protected through, an additional license fee may be due and fees for the Plan
will be adjusted as of the effective date of the upgrade. The amount of the
license fee and the Plan fee adjustment will be determined in accordance with
this Agreement's Maintenance terms.

Pursuant to this Agreement, Licensor will provide Licensee the Product(s)
and/or Services listed above, for use by Licensee only for its own internal
use and benefit within North America. Licensee agrees that it shall not use
the Product(s) or permit the Product(s) to be used for providing data
processing services for any other parties. If the Product(s) licensed herein
is a Tiered license, then Licensee may only use the Product(s) on the
Authorized CPU listed herein.

To assist Licensor in protecting its proprietary rights, Licensee agrees to
allow Licensor, or its representatives, upon reasonable notice and during
normal business hours, to inspect Licensee's systems to verify that Products
under this Agreement, and other Candle products under other agreements, are
being used consistent with their  respective  license terms.  Licensee shall not
copy without Licensor's  consent, in whole or in part, except for one back up or
archival  copy, the  Product(s)  and the printed  materials,  which are provided
under this Agreement.

Licensee agrees not to disclose the pricing and any other terms of this
Agreement to any third parties and to use the same degree of care a
reasonable business person uses to protect its own confidential information.

The quoted fees and terms and conditions of this Agreement are valid until
March 29, 1996.



THE MEDIA ON WHICH THESE PRODUCT ARE DELIVERED MAY INCLUDE ADDITIONAL
SOFTWARE FOR WHICH LICENSEE IS NOT LICENSED. A PORTION OF THIS NON-LICENSED
SOFTWARE MAY, AS A RESULT OF THE INSTALLATION PROCESS, RESIDE ON LICENSEE'S
HARDWARE. LICENSEE EXPRESSLY AGREES NOT TO ACCESS OR USE, OR ALLOW ANY THIRD
PARTIES TO ACCESS OR USE THE NON-LICENSED SOFTWARE. IN ADDITION, LICENSEE
EXPRESSLY AGREES THAT LICENSEE'S NONDISCLOSURE AND CONFIDENTIALITY
OBLIGATIONS WITH RESPECT TO THE PRODUCTS SHALL ALSO APPLY TO THE NON-LICENSED
SOFTWARE. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY
FOR ANY DAMAGES WHATSOEVER ARISING FROM THE USE AND/OR ACCESS TO THE
NON-LICENSED SOFTWARE.

This Agreement constitutes the entire agreement between the parties in
connection with the subject matter hereof, and supersedes, merges and voids
all prior and contemporaneous agreements, understandings, negotiations and
discussions, whether oral or written, of the parties with respect thereto.
This Agreement may only be modified by a written amendment signed by
authorized representatives of the parties hereto. Licensor hereby reserves
the ability to assign its rights to receive monies due hereunder to third
parties. This Agreement shall not be binding upon Licensor until received and
signed by an appropriate Corporate Officer at Licensor's corporate
headquarters. THERE ARE NO WARRANTIES, REPRESENTATIONS, AND/OR AGREEMENTS
BETWEEN THE PARTIES IN CONNECTION WITH THE SUBJECT MATTER HEREOF EXCEPT AS
SPECIFICALLY SET FORTH OR REFERRED TO HEREIN.



      ACCEPTED BY LICENSEE:                     ACCEPTED BY LICENSOR:
      Galileo International  Partnership              Candle Corporation
      5350 South Valentia Way                         2425  Olympic Boulevard
      Englewood, CO 80111                             Santa Monica,
California 90404

By:   Ellen Thelen                              By:   Mark Carlson
Name: ELLEN THELEN                        Name:       Mark Carlson
Title:      MAR 20 1996                         Title: Business Operations
Manager
Date:       PURCHASING                          Date: April 10, 1996
Purchase Order #:  11G0005-17
      (For invoicing purposes only)

<PAGE>
Exhibit 10.20


                             ADDENDUM NUMBER TWO
                 TO THE CANDLE CORPORATION LICENSE AGREEMENTS
             Commencing on: September 1, 1995, and March 23, 1996
                          (hereinafter "Agreement")
                    BY AND BETWEEN CANDLE CORPORATION AND
                      GALILEO INTERNATIONAL PARTNERSHIP

THIS ADDENDUM is entered into by and between Candle Corporation (hereinafter
"Licensor") and Galileo International Partnership (hereinafter "Licensee").

THE AGREEMENT is hereby modified as follows:

This addendum is notification that we have updated our records to reflect
your authorized Licensed Capacity has been upgraded from 472 MIPS to 569 MIPS
effective June 30, 1997 on the following products:

      OMEGAMON II for MVS
      OMEGAVIEW

Your authorized Licensed Capacity of the following product remains 386 MIPS:

      OMEGAMON PERFORMANCE PAC for VM

Payment Terms

In accordance with the terms contained in this Agreement and/or Addendum,
Licensee hereby makes a binding, non-contingent, irrevocable and
non-cancelable commitment to make payments to Licensor as follows:

        Payment No.              Due Date                  Total
      Down Payment            June 30, 1997                 $  53,000.00
      2.                May 1, 1998             $  63,808.00
      3.                May 1, 1999             $  63,808.00
      4.                May 1, 2000             $  63,808.00
      TOTAL                                     $244,424.00

The above payments are inclusive of the Hardware upgrade charges through 569
MIPS and Maintenance charges through 569 MIPS for OMEGAMON II for MVS and
OMEGAVIEW. These payments are also inclusive of Maintenance charges through
386 MIPS for OMEGAMON PERFORMANCE PAC for VM.

The above payments supersede all previous committed payments pertaining to
the products above.

Maintenance Terms

In consideration for receiving Fixed Cost Maintenance and Enhancement Plan
fees for the Product(s), Licensee hereby makes a binding, non-contingent,
irrevocable, and non-cancelable commitment to extend its participation in the
Maintenance and Enhancement Plan ("the Plan") and pay the associated fees for
Three (3) years and Ten (10) months beginning June 30, 1997 and ending on
April 30, 2001 ("the Period") and said fees shall be billed annually in
advance during the Period included in the Payment Plan above. At the end of
the Period, fees for the Plan will be billed annually in advance based on the
then-current Plan price list in effect as of the date the Plan is renewed.

Licensee, at its option, is entitled to receive and install multiple copies
of the licensed Product(s), providing the Product(s) do not exceed the
Licensed Capacity as specified in this Agreement.

If at any time during or after the Period, the Licensed Capacity is exceeded,
Licensee shall immediately (1) notify Licensor of such increase or change in
writing, (2) modify this Agreement to provide for the additional capacity,
and (3) pay an  additional  license fee. In addition,  fees for the Plan will be
adjusted as of the date of the increased capacity. The amount of the license fee
and the  Plan  fee  adjustment  will be  determined  by the  then-current  price
list(s).

No credit will be given for either license fees or Plan fees in the event of
a decrease in Licensed Capacity, although future Plan fees arising after the
Period will be adjusted as of the date the Plan is renewed.

This Addendum is effective as of the 30th day of June, 1997. All other terms
and conditions of the Agreement shall remain in full force and effect.


ACCEPTED BY LICENSEE:                           ACCEPTED BY LICENSOR:
Galileo International  Partnership                    Candle Corporation
5350 South Valentia Way                         2425  Olympic Boulevard
Englewood, CO 80111                             Santa Monica, California 90404


By:   XXXXXXX                             By: Gretchen Nail
Name:  XXXXXXXX                                 Name: Gretchen Nail
Title: XXXXXXXXXXXXX                      Title:  Business Operations Manager
Date:  6/30/97                                  Date: July 17, 1997
Purchase Order #:  11G0005-16 A
            (for invoicing purposes only)


                           ASSIGNMENT AND TRANSFER

This Assignment and Transfer of Candle Corporation's License Agreements,
dated September 1, 1995, March 22, 1996 and December 31, 1996, is entered
into by and among Candle Corporation (hereinafter referred to as "Candle"),
Galileo International Partnership (hereinafter referred to as "Assignor") and
Galileo International L.L.C., a wholly owned subsidiary of Galileo
International, Inc. (hereinafter referred to as "Assignee").

      WHEREAS:    Candle has developed and owns software products more
specifically described in the attachment(s).

      WHEREAS:    By Software License Agreements dated September 1, 1995,
March 22, 1996 and December 31, 1996 (hereinafter referred to as "the
Licenses") Candle licensed to Assignor the use of computer software products
OMEGAMON II for MVS, OMEGAMON PERFORMANCE PAC for VM, OMEGAVIEW, and DB2
SOLUTION PAC, as described in the attachments, subject to the terms and
conditions set forth in Master Terms and Conditions C102-0307/United Airlines
Denver Technological Center subsequently assigned and transferred to Covia
Partnership, dated May 1, 1981 ("T&C").

      WHEREAS:    Assignor (check where appropriate):
      ________  changed its name to ________________________________   on
                                 ______________; or
      ________  was acquired by Assignee on ___________; or
      ____X___ is an entity controlling Assignee, including without
limitation subsidiaries, and
                        Partnerships, joint ventures and other entities or
      operations for which Assignee has
                        operational or management responsibility;

                        and

      WHEREAS:    Assignor is desirous to transfer and assign the Licenses
and the T&C to Assignee.

      NOW THEREFORE, the parties, in consideration of mutual covenants,
agreements and understanding, hereto agree as follows:

1)    Candle acknowledges that the "Licensee" has been changed to Assignee.

2)    Candle consents to the transfer and assignment of the Licenses and the
            T&C to Assignee, effective July 1, 1997.

3)    Assignee hereby accepts the transfer and assignment of the Licenses and
            the T&C and agrees to be bound by all the obligations and duties
            set forth in the Licenses and the T&C.

4)    Assignor shall continue to be bound by its confidentiality and
            non-disclosure obligations as set forth the Licenses and the T&C.

5)    Assignor shall continue to be bound by its payment obligations set
            forth in the Licenses and the T&C and shall be responsible for
            all payment obligations of Assignee under the Licenses and the
            T&C.

6)    The data center hardware and software will be located at the locations
            designated in the Licenses and the T&C.

7)    There is no special or one time fee for this transfer and assignment of
            the Agreement.

      IN WITNESS WHEREOF, the parties have caused this Assignment and
      Transfer to be executed as of the dates indicated.


      Agreed and accepted by:             Agreed and accepted by:

      Candle Corporation                  Galileo International Partnership
                                    (Assignor)

      XXXXXX                        Lori M. Tobin
      By (Authorized Signature)                 By (Authorized Signature)

      Bob XXXXXX                    Lori M. Tobin
      Name (Type or print)                Name (Type or print)

      Title: Sup. Business Operations           Title: U.S. Purchase Manager
      Date: 2-28-1997                     Date: 25 July 1997

                  Agreed and accepted by:

                  Galileo International L.L.C., A wholly owned subsidiary of
      Galileo
                  International, Inc. (Assignee)

                        Lori M. Tobin
                  By (Authorized Signature)

                  Lori M. Tobin
                  Name (Type or print)

                  Title: U.S. Purchase Manager
                  Date: 25 July 1997

<PAGE>
Exhibit 10.20

                            ADDENDUM NUMBER THREE
                     CANDLE CORPORATION LICENSE AGREEMENT
   Commencing on: September 1, 1995, March 22, 1996, and December 31, 1996
                          (hereinafter "Agreement")
                    BY AND BETWEEN CANDLE CORPORATION AND
         GALILEO INTERNATIONAL, L.L.C., A WHOLLY OWNED SUBSIDIARY OF
                         GALILEO INTERNATIONAL, INC.

THIS ADDENDUM is entered into by and between Candle Corporation (hereinafter
"Licensor") and Galileo International, L.L.C., A Wholly Owned Subsidiary of
Galileo International, Inc. (hereinafter "Licensee").

THE AGREEMENT is hereby modified as follows:

This Addendum is notification that we have updated our records to reflect
your authorized Licensed Capacity has been upgraded effective November 30,
1997 as follows:

Licensed Products/Services
Licensed Capacity

OMEGAMON II for
MVS                                                                      800
MIPS
OMEGAVIEW
800 MIPS
DB2 SOLUTION PAC (which includes: OMEGAMON II for DB2,    800 MIPS
IDB/DASD, IDB/EXPLAIN, IDB/QUICKCHANGE, IDB/SMU,
IDB/WORKBENCH, and IDB/QUICKCOMPARE)
OMEGAMON PERFORMANCE PAC for VM                                     530 MIPS
      Candle Professional Services as defined in the attached PSP AMENDMENT

Payment Terms

Net 30 days from invoice date

In accordance with the terms contained in this Agreement and/or Addendum,
Licensee hereby makes a binding, non-contingent, irrevocable and
non-cancelable commitment to make payments to Licensor as follows:

        Payment No.                   Due Date                    Total
      Down Payment            November 30, 1997       $220,642.00
                 2.                       May 1, 1998
83,395.00
                 3.                       May 1, 1999
96,992.00
                 4.                       May 1, 2000               140,744.00
      Total Payments                                  $541,673.00

The above payments include Candle Professional Services, Hardware Upgrade
charges through 800 MIPS and Maintenance fees through 800 MIPS on OMEGAMON II
for MVS, OMEGAVIEW, DB2 SOLUTION PAC.

These payments also include Hardware Upgrade charges through 530 MIPS and
Maintenance fees through 530 MIPS on OMEGAMON PERFORMANCE PAC for VM.

These payments supersede all previously committed payments.

Add the following Definitions

"Licensed Capacity" means a Product's Licensed Mainframe MIPS, Processor
Points, Quantity or Tier, as identified in this Agreement.

"Mainframe MIPS", means the sum total of MIPS, as published by Gartner Group,
for each CPU Complex at the Designated Site(s). The MIPS ratings are based on
the entire CPU Complex, not a physical or logical partition, or PR/SM and
includes MIPS added to the CPU by CMOS or other technologies, hardware or
software products.

"Copy" means one physical or logical copy of the Product for use on one
server, one workstation, or a single physical or logical CPU on any platform
supported by the product.

"Candle Command Center for Distributed Systems" include the Licensed Agents
and Servers as identified in this Agreement and all Candle Management
Workstation(s)  Components that are Generally Available to Licensor's
commercial customers.

Maintenance Terms

In consideration for receiving Fixed Cost Maintenance and Enhancement Plan
fees for the Product(s). Licensee hereby makes a binding, non-contingent,
irrevocable, and non-cancelable commitment to extend its participation in the
Maintenance and Enhancement Plan ("the Plan") and pay the associated fees for
Three (3) years and Five (5) months beginning November 30, 1997 and ending on
April 30, 2001 ("the Period") and said fees shall be billed annually in
advance during the Period included in the Payment Plan above. At the end of
the Period, fees for the Plan will be billed annually in advance based on the
then-current Plan price list in effect as of the date the Plan is renewed.

Licensee, at its option, is entitled to receive and install multiple copies
of the licensed Product(s), providing the Product(s) do not exceed the
Licensed Capacity as specified in this Agreement.

If at any time during or after the Period the Licensed Capacity is exceeded,
Licensee shall immediately (1) notify Licensor of such increase or change in
writing, (2) modify this Agreement to provide for the additional capacity,
and (3) pay an additional license fee. In addition, fees for the Plan will be
adjusted as of the date of the increased capacity. The amount of the license
fee and the Plan fee adjustment will be determined by the then-current price
list(s).

No credit will be given for either license fees or Plan fees in the event of
a decrease in Licensed Capacity, although future Plan fees arising after the
Period will be adjusted as of the date the Plan is renewed.

This Addendum is effective as of the 30th day of November, 1997. All other
terms and conditions of the Agreement shall remain in full force and effect.

ACCEPTED BY LICENSEE:                     ACCEPTED BY LICENSOR:
Galileo International, L.L.C.                         Candle Corporation
A Wholly Owned Subsidiary of Galileo International, Inc.    2425  Olympic
Boulevard
5350 South Valentia Way                         Santa Monica, California 90404
Englewood, CO 80111

By:   Lori M. Tobin                             By: Benjamin C. Schafer
Name:  Lori M. Tobin                                  Name: Benjamin C.
Schafer

Title: Supervisor,
Title: Senior Manager, Purchasing                               Business
Operations and Negotiator
Date: 30 December 1997                          Date: February 4, 1998
Purchase Order #:  11G0005-18
            (for invoicing purposes only)


                       PSP Attachment to Addendum Three
                         Effective November 30, 1997
     By and Between Candle Corporation and Galileo International, L.L.C.,
           A wholly owned subsidiary of Galileo International, Inc.

Professional Services Pac I

PSP I includes 110 Consultant Service Units ("CSUs")

Add the following Definitions:

Professional Service Pac Services ("PSP Services"): Any services listed in
Licensor's then-current Services Policy that are requested by the Licensee
may be performed during this contract period; however, it is agreed that
there are no specific Deliverables associated with this Agreement. A copy of
Licensor's Services Policy will be provided to the Licensee, on request.

DESIGNATED CONTACTS:
Licensee Designated Contact: Jim Payton
Phone: 303-714-7680
Fax: 303-397-5000

Licensor Designated Contact: Cindy Zovich
Phone: 310-582-4543
Fax: 310-582-4233

In the License Grant Section add:

Licensor shall hold all rights, title and interest in and to the Services and
Deliverables, and does not waive any moral rights which Licensor has or may
have in any Services and/or Deliverables. Licensor grants Licensee a
non-exclusive, non-transferable license in the United States and Canada to
use any Services and/or Deliverables herein pursuant to the terms and
conditions of this Agreement.

The Professional Services Pac includes only the PSP Services defined herein,
and does not include licenses to any products other than the Deliverables
provided hereunder. There will be no implied deliverables with the
Professional Services Pac unless they are written into this Agreement and
approved in writing by Licensor prior to signature by Licensee. A separate
Services Agreement shall govern any other services not covered in this
Agreement that Licensor provides.

Customer may utilize CSUs for professional services in accordance with the
provisions of this Agreement and according to the conversion formula
contained herein.

In the Supplemental Terms Section add:

Licensee must request a consultant's services from Licensor a minimum of two
(2) weeks in advance of the desired date of delivery of those Services, and
must specify the desired skill and start date. Consultant Service Units
("CSUs") must be used in contiguous increments of five (5) or more days.

CSUs will be delivered based upon a Licensor standard eight (8) hour workday
("Licensor FTE Day"). Any consulting effort delivered in excess of a Licensor
FTE Day will be subject as an allocation of a fractional rate of CSUs of at
least .5 CSUs per Consultant per hour, or portion thereof.

Conversion of CSUs: CSUs provided hereunder shall be consumed at the rate
indicated below, depending upon the type of services required and the
consultant skill level needed to deliver the PSF Services:

Consultant Capabilities
                                             CSUs per Day

Senior Documentation Specialist
                                                      1.5
Associate Consultant
                                                      3
Consultant; Basic Product Support
Specialist                                                      4
Senior Consultant; Designer
                                                      5
Principle Consultant; Architecture; Project Manager; Education
Instructor        6

Time of Performance of all Deliverables and Services to be completed by:
November 30, 1998. Services must be used within 12 contiguous months from the
Effective Date. There will be no carry over of Services to a subsequent year.

Licensee shall reimburse Licensor for actual and reasonable expenses incurred
including automobile mileage, auto rental, lodging, air travel and meals
incurred as a result of the Services, and in accordance with Galileo's Travel
Policy.

This Agreement, once signed by Licensee, will be non-cancelable and
non-refundable. Licensor's invoice for the entire Professional Service Pac
Fees amount must be paid prior to any work being performed by Licensor.

All references in the Master Terms and Conditions to "Product" under LICENSE,
LIMITATIONS OF LIABILITY, NONDISCLOSURE, and TERMINATION shall be deemed to
include "Product, Services and Deliverables".

All Services provided by Licensor hereunder will be performed in a
professional manner by qualified personnel. EXCEPT AS  OTHERWISE PROVIDED
HEREIN, LICENSOR PROVIDES THE QUICK START SERVICES AND DELIVERABLES "AS IS"
AND MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE.

ACCEPTED BY CUSTOMER:                     ACCEPTED BY CANDLE:
Galileo International, L.L.C.                         Candle Corporation
A Wholly Owned Subsidiary of Galileo International, Inc.    2425  Olympic
Boulevard
5350 South Valentia Way                         Santa Monica, California 90404
Englewood, CO 80111

By:   Lori M. Tobin                             By: Benjamin C. Schafer
Name:  Lori M. Tobin                                  Name: Benjamin C.
Schafer

Title: Supervisor,
Title: Senior Manager, Purchasing                               Business
Operations and Negotiator
Date: 30 December 1997                          Date: February 4, 1998
Purchase Order #:  11G0005-18




<PAGE>
Exhibit 10.21
                             AMENDMENT NUMBER 2 TO
                   ORDER FORM AND MIPS BASED LICENSE ADDENDUM
                  EFFECTIVE SEPTEMBER 30, 1998 (THE "LICENSE")
                                     BETWEEN
                 COMPUTER ASSOCIATES INTERNATIONAL, INC. ("CA")
                                       AND
                     GALILEO INTERNATIONAL LLC ("LICENSEE")



Effective September 30, 1999 the License is hereby amended as follows:

1.    Section 2 of the License is deleted in its entirety and replaced with
    the following:

      The License Fee, inclusive of usage and maintenance of the Licensed
Programs expiring on January 29, 2002,  is $xxxxx, payable as follows:

            Amount                        Due

                                          September 30, 1998
                                          September 30, 1999
                                          December 30, 1999
                                          March 30, 2000
                                          September 30, 2000
                                          December 30, 2000
                                          March 30, 2001

2.    Except as expressly provided herein, the terms and conditions of the
    License shall remain in full force and effect.



COMPUTER ASSOCIATES                                LICENSEE:  GALILEO
INTERNATIONAL, INC.                                INTERNATIONAL, LLC

By:Brian Wright                                       By: Lori Tobin
      (Authorized Signature)                          (Authorized Signature)
   Sales Accounting Division Manager                  Senior Manager Purchasing
  September 30, 1999                                  September 30, 1999




<PAGE>

Exhibit 10.24

                           AGREEMENT FOR THE PROVISION
                         OF TELECOMMUNICATIONS SERVICES

                                     BETWEEN

                            SOCIETE INTERNATIONALE DE
                        TELECOMMUNICATIONS AERONAUTIQUES

                                       AND

                          GALILEO INTERNATIONAL, L.L.C.









Proprietary Notice:

(C) COPYRIGHT SITA 1999



No part of this document may be reproduced,  transmitted, or otherwise disclosed
in any form or by any means for any purpose  except as expressly  authorized  in
writing by SITA.







<PAGE>




                                          Table of Contents

AGREEMENT FOR THE PROVISION OF TELECOMMUNICATIONS SERVICES
                                                                      Page
1.   Scope                                                            5
2.   Duration                                                         6
3.   Notice                                                           6
4.   Other Terms                                                      7

GENERAL TERMS AND CONDITIONS

DEFINITIONS                                                           8
ARTICLE 1       PROVISION OF SERVICES                                 9
ARTICLE 2       SUPPORT SERVICES                                      10
ARTICLE 3       ORDERING PROCEDURE                                    11
ARTICLE 4       EQUIPMENT                                             12
ARTICLE 5       CHARGES PAYABLE TO SITA                               13
ARTICLE 6       WARRANTIES & LIABILITY                                15
ARTICLE 7       FORCE MAJEURE                                         18
ARTICLE 8       TERMINATION                                           18
ARTICLE 9       PATENTS, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY
                   RIGHTS                                             19
ARTICLE 10      CONFIDENTIALITY                                       20
ARTICLE 11      MODIFICATION OF AGREEMENT                             21
ARTICLE 12      SUBCONTRACTING                                        21
ARTICLE 13      BINDING EFFECT, SUCCESSORS AND ASSIGNS                21
ARTICLE 14      SEVERABILITY                                          22
ARTICLE 15      WAIVER                                                22
ARTICLE 16      GOVERNING LAW AND ARBITRATION                         22
ARTICLE 17      COMPLIANCE WITH LAWS                                  23
ARTICLE 18      STANDARD OF CONDUCT                                   23

SERVICE SCHEDULES: DATA TELECOMMUNICATIONS

     AX.25 Direct Access                                              24
     CPE Access                                                       25
     Electronic Commerce - Trading Services                           26
     Frame Relay Access                                               27
     Global Messaging - GMS Fax Service                               28
     Global Messaging - GMS Mail Service                              29
     Global Messaging - SITATEX Service                               30
     Global Messaging - Type B Messaging Service                      31
     Global Messaging - X.400 Service                                 32
     High Speed Data Service                                          33
     Intranet Connect                                                 34
     ISDN Dial Back-Up                                                35


SERVICE SCHEDULES: DATA TELECOMMUNICATIONS - cont'd                   Page

     LAN Access                                                       36
     Link Service                                                     38
     P1024B/C Direct Access                                           39
     Point-To-Point Protocol Dial Access                              40
     Remote LAN Access                                                41
     SDLC Direct Access                                               42
     Type B Messaging Service                                         43
     X.25 Direct Access                                               44
     X.25 Private Dial Access                                         45
     X.28 Dial Access                                                 46

SUPPORT SERVICES

     1.  Customer Support Help Desk                                   47
     2.  Escalation Procedure                                         48

PRICING SCHEDULE

    ARTICLE 1     Telecommunications Operator Charges - General       50
    ARTICLE 2     MDNS Leased Line Connection Requirements            51
    ARTICLE 3     Remote Access Services                              56
    ARTICLE 4     Frame Relay Access Service                          59
    ARTICLE 5     LAN Access Service                                  60
    ARTICLE 6     Intranet Connect Service                            62
    ARTICLE 7     US Domestic Charges                                 64
    ARTICLE 8     Switzerland                                         68
    ARTICLE 9     HTDS                                                70
    ARTICLE 10    Global Messaging Services                           71
    ARTICLE 11    Electronic Commerce - Trading Services              73
    ARTICLE 12    Customer Premises Equipment                         74
    ARTICLE 13    Management only of Customer Provided Routers        76
    ARTICLE 14    Guaranteed Minimum                                  77
    ARTICLE 15    Validity                                            78


<PAGE>


           AGREEMENT FOR THE PROVISION OF TELECOMMUNICATIONS SERVICES


Between:

Societe   Internationale   de   Telecommunications   Aeronautiques,   a  Belgian
cooperative  company having its  registered  office at 14, avenue Henri Matisse,
1140 Brussels, Belgium, under number RC 217.548 ("SITA").

And:

Galileo  International  L.L.C., a Delaware limited  liability company having its
registered office at 9700 West Higgins Road, Rosemont,  Illinois,  60018, United
States of America ("Customer" or "Galileo").


1.     Scope

SITA and the Customer  hereby  enter into this  Agreement  for the  Provision of
Telecommunications Services ("the Agreement"). The Agreement is comprised of the
following:

o        this Agreement document
o        the General Terms and Conditions
o        the Service Schedule(s), describing the Services offered to the
         Customer
o        the Support Services Schedule
o        the Pricing Schedule
o        the statement regarding the Performance  Level  Schedule
o        the  Historical  Local Access Line Schedule
o        any other SITA document referred to in one of the above.

The Customer agrees that  throughout the term of this  Agreement,  they will not
directly or indirectly connect to the SITA Network,  resell, or in any other way
provide or allow access to the Service,  or a part of it, to any third party who
is not an Authorized  User (as defined  below).  Any breach of that provision by
the Customer will be considered as a material breach of this Agreement.


<PAGE>


For the purposes of this Agreement, "Authorized User" includes any or all of the
following:  (1) any  Affiliate  of  Galileo  ("Affiliate"  means an entity  that
directly,  or indirectly  through one or more  intermediaries,  controls,  or is
controlled  by, or is under common  control with  Galileo.);  (2) any Subscriber
("Subscriber"  means an  entity in the air  transport  community  and/or  travel
industry that is a party to an agreement with Galileo (or an Affiliate)  whereby
such entity is permitted to access the computerized  reservation  service system
operated by Galileo; (3) any Vendor ("Vendor" means an entity that is a party to
an agreement with Galileo (or an Affiliate)  whereby such entity is permitted to
display its products and/or  services on the  computerized  reservation  service
system  operated by Galileo;  and (4) any Distributor  ("Distributor"  means any
entity  appointed by Galileo as a distributor  of its services  within a defined
geographic  region.);  and (5) any other entity that the parties  have  mutually
agreed in writing to consider as an "Authorized User".

2.       Duration

The Initial Term of the Agreement  will be three (3) years (the "Initial  Term")
commencing the first (1st) day of January 2000 (the "Effective  Date").  It will
then be automatically  renewed for successive one (1) year terms,  unless either
Party gives written  notice to the other Party of its intention to terminate the
Agreement  at least six (6) months  prior to the end of the Initial  Term or any
renewal thereof.

3.     Notice

Any notice,  by either Party to the other, must be in writing and will be deemed
to have been duly given if delivered personally or by registered mail, addressed
to the other Party at the  following  address,  or at such other address as such
Party hereto may hereafter specify to the other Party pursuant to the provisions
of this Article 3:

The Customer                                         SITA
Attn:  Legal Dept.                                   Attn: Secretary General
Galileo International                                14, avenue Henri Matisse
5350 S Valentia Way                                  1140 Brussels
Greenwood Village, CO 80111                          Belgium
USA
                                                     With copy to:
                                                     ------------
                                                     SITA
                                                     Attn:President-The Americas
                                                     3100 Cumberland Blvd.
                                                     Suite 200
                                                     Atlanta, GA  30339
                                                     USA



<PAGE>



4.     Other Terms

The Customer agrees to all terms and conditions of this Agreement  including all
the documents  specified in Article 1 above and forming part of this  Agreement,
and in particular  the terms of Article 16 of the General  Terms and  Conditions
regarding Governing Law and Arbitration.



The Customer:                               SITA:

Name:                                       Name:  Nick J. Morrell

Title:                                      Title:    President - The Americas

/s/                                         /s/
(Signature)                                 (Signature)


Date:                                                Date:


<PAGE>



                          GENERAL TERMS AND CONDITIONS

These General Terms and Conditions govern the relationship  between the Customer
and SITA in relation to the supply of the Services.

Definitions

"Connection" means a connection to the SITA Network via Local Access Lines or by
dial-in access of equipment located at the offices of the Customer (workstation,
computer  equipment or any other  terminal  equipment),  where SITA provides the
Service to the Customer.

"Connection Request" or "Service Request Form" means a form, as described in the
SITA Services  Ordering  Procedure (as updated from time to time),  submitted by
the Customer to SITA in  accordance  with the  provisions of Article 3, by which
the Customer requests a Connection.

"Date of Connection" means the date on which SITA has installed a Connection and
performed  the  tests  confirming  that the  Services  are  functioning  at such
Connection, based on the "cutover" rules as defined in SITA's Tariff of Products
and Services ("TOPS").

"Equipment"  means  any  equipment  including  software,   required  to  link  a
Connection to the SITA Network via the Local Access Line or dial-in access, such
as, but not limited to,  modems or routers and  provided by SITA to the Customer
in connection with the Service.

"ISDN" means the integrated services digital network, a digital switched network
operated  in a  telecommunications  operator  at speeds up to 384  kilobits  per
second.

"Local Access Line" means those dedicated  telecommunications  circuits or other
capacities leased from a Telecommunications  Operator which permit the permanent
link of a Connection  to the  appropriate  node of the SITA  Network  where such
connection is required in order to provide a Service hereunder.

"Local Access Lines Equipment" means any equipment ancillary to the Local Access
Lines,  which is not provided  and/or owned by SITA or the Customer but which is
ordered by SITA from a  Telecommunications  Operator or another third party,  to
enable the Customer to access the Service.

"PSTN" means the public switched  telephone network, a voice network operated by
a Telecommunications Operator.

"Service"   means  the  services   described   under  this  Agreement  and  more
specifically in the Service  Schedule(s)  which SITA provides to the Customer as
per the terms of this  Agreement  and as specified  in a  Connection  Request or
Service Request Form.


<PAGE>



"SITA Network" means the  telecommunications  network which SITA presently or in
the future,  owns,  leases or shares and uses for itself and/or on behalf of its
users, excluding the Local Access Lines and Local Access Lines Equipment.

"SITA Services Ordering  Procedures" means the manual published and updated from
time to time by  SITA,  containing  the  necessary  information  for  submitting
orders, including Service Request Forms.

"Tariff  of  Products  and  Solutions"  or "TOPS"  means the SITA  price list as
modified  from time to time by SITA  during the term of this  Agreement  or such
other  charging  methods  as may be  adopted  from  time  to time in lieu of the
previous price list.

"Telecommunications  Operator" means a governmental or non governmental  entity,
authority  or  enterprise  which  (i) is  empowered  to  own/lease  and  operate
telecommunications  circuits or other  capacities  and to lease said circuits or
capacities  to parties  such as SITA and the  Customer  and/or (ii) is empowered
with the  administrative or  jurisdictional  powers necessary for regulating the
telecommunications  market.  "Telecommunications  Operator"  may  refer  to  the
regulatory authority, the national carrier or any telecommunications operator.


ARTICLE 1 - Provision of services

1.1      As requested  and  directed by Customer,  SITA will supply the Customer
         with the Services  described in the Schedules attached to the Agreement
         (the "Service Schedules") and these General Terms and Conditions.

1.2      Unless the parties have agreed on specific  dates for the  installation
         of a Connection in an  Implementation  Schedule  signed by the parties,
         SITA  will  implement  promptly  the  Service  or any  Service  Request
         received from the Customer.

1.3      The Customer agrees to follow SITA's reasonable instructions as to the
         use of the Service and other operational procedures.

1.4      On a few occasions during each year, for maintenance purposes, upgrades
         of our network equipment, and other reasons, SITA may have to interrupt
         or reduce the Service in certain  areas.  Such  interruptions  are very
         short  and will  usually  take  place  in  accordance  with the  change
         management  procedures  agreed by the parties  from time to time and at
         times when they will cause little  disturbance to the Service.  In such
         an event,  SITA will give the Customer  reasonable notice of the period
         during  which the  Service  will be  interrupted  or  reduced  and will
         restore the Service as soon as possible.


<PAGE>



1.5      Without  prejudice to (i) the "Guaranteed  Minimum" under Article 14 of
         the Pricing Schedule; and (ii) Customer's responsibility for payment of
         any charges  associated with any applicable  minimum  duration  periods
         specified by this Agreement for certain Services; Customer may elect to
         add, change, or discontinue any of the Services (or portions  thereof),
         provided  that  Customer  gives  SITA at least  30 days (or such  other
         period of time as the parties may agree) prior written notice thereof.


ARTICLE 2 - Support services

2.1      In addition to the Services described in the Service Schedules, SITA
will, on behalf of the Customer:

         o     order from the  relevant  Telecommunications  Operator  the Local
               Access  Lines  required to provide the Service to the
               Customer
         o     test the Local Access Lines before or at the time of the
               installation of a Connection
         o     pay to the  Telecommunications  Operator  all  charges,  fees and
               taxes  relative to the lease and usage of Local  Access Lines and
               recharge such amounts to the Customer  pursuant to the provisions
               of Article 5
         o     supervise    the   Local    Access    Lines,    report   to   the
               Telecommunications   Operator  faults  and  failures  related  to
               services  provided  by  the   Telecommunications   Operator,  and
               follow-up the Telecommunications Operator repair services.

2.2      In the  alternative to Article 2.1,  following  written notice to SITA,
         the Customer  may elect to order from the  relevant  Telecommunications
         Operator the Local Access Lines  required to provide the Service to the
         Customer,  in which case the Customer will receive the invoice directly
         from the relevant Telecommunications Operator, and the Customer (rather
         than SITA) will be responsible for the obligations set forth in Article
         2.1, with necessary adaptations.

2.3      Where SITA is not authorized or permitted by local regulations to order
         and lease Local Access Lines,  SITA will promptly  inform the Customer,
         so that the Customer can order and pay for such Local Access Lines.  In
         such event,  the Customer  will give to SITA a copy of its order to the
         Telecommunications Operator and all related documentation.  Upon SITA's
         reasonable request, the Customer agrees to inform SITA of the status of
         such order and the availability date for the Local Access Lines.

2.4      When SITA is to order the Local  Access  Lines  Equipment  necessary to
         implement  the  Service  from  the  Telecommunications   Operator,  the
         provisions  of Articles 4.2, 4.3, 4.4, and 4.5 will be applicable as if
         all  references  therein  to  Equipment  were  to  Local  Access  Lines
         Equipment  and as if all  references  to SITA  were  references  to the
         Telecommunications  Operator.  Should SITA be prevented  from  ordering
         such Local Access Lines Equipment, the Customer will be responsible for
         it as per the terms of Article 2.3.

2.5      The Customer agrees to pay to SITA the charges related to the rental of
         the Local  Access  Lines  Equipment,  as  specified  in  Article  5. In
         relation to the supply of Local  Access  Lines and Local  Access  Lines
         Equipment, a Telecommunications Operator will not be regarded as acting
         as a sub-contractor of SITA.

2.6      The  SITA  customer   support  help  desk   facilities  and  escalation
         procedures are available to the Customer,  to obtain  technical  advice
         and guidance on the  operation  and use of the Service and also for the
         reporting  of Service  faults,  as  described  in the  Support  Service
         Schedule.

2.7      SITA hereby  represents  and  warrants to  Customer  that the  attached
         Historical  Local Access Line Cost Schedule  accurately  sets forth the
         monthly average costs invoiced to Customer for Customer's  Local Access
         Lines over the period July 1998 through  October 1999,  which reflected
         the then current geographic  distribution of Customer's connections and
         the relevant  Telecommunications Operator charges as they were invoiced
         to SITA.


ARTICLE 3 - Ordering procedure

3.1      When wishing to receive a Service at a new location,  the Customer will
         complete the Connection  Requests provided by SITA in the SITA Services
         Ordering Procedure, or any other procedure as agreed in writing between
         SITA and the  Customer.  For the  Customer's  convenience,  the  latest
         versions  of the  Connection  Requests  are  available,  in  electronic
         format,  from  the  SITA  Service  Delivery  Department  database.  All
         instructions for the completion of a Connection Request,  are contained
         in the SITA Service Ordering Procedure manual.

3.2      Any order for  Equipment  or  Service  placed by the  Customer  will be
         automatically  subject to the present terms and conditions,  which will
         override  any other  terms and  conditions  referred  to  expressly  or
         implicitly  by the Customer or SITA,  including  but not limited to the
         Customer's purchase order or any other form of writing.

3.3      The Customer  understands  that local laws and regulations may, in some
         places,  impose  restrictions on the  availability of certain  Services
         ordered  by the  Customer.  SITA  will  inform  the  Customer  of  such
         restrictions.

3.4      Subject to the prior written agreement among SITA, the Customer and the
         Distributor concerned,  if a Distributor who is a member of SITA orders
         any  Services on behalf of  Subscribers,  SITA will charge the Customer
         (rather than the Distributor) for such Services at the applicable rates
         specified in the attached Pricing Schedule.


ARTICLE 4 - Equipment

4.1      If  requested  by the  Customer  and subject to the  further  terms and
         conditions  of this  Agreement,  SITA will,  where  permitted  by local
         regulations,  provide  and  install  the  Equipment  necessary  for the
         provision of the Service.  Where local regulations do not allow SITA to
         provide  Equipment,  the parties will agree whether this Equipment will
         be ordered  from the  Telecommunications  Operator by SITA on behalf of
         the Customer or will be provided by the  Customer.  Where the Equipment
         is  provided  by the  Telecommunications  Operator,  SITA  will pay all
         applicable  fees  associated  with that Equipment and will charge those
         fees back to the Customer, pursuant to the provisions of Article 5.

4.2      When as part of the Service,  the parties have agreed on the  provision
         of certain Equipment, SITA will be responsible for installation of such
         Equipment  (except as otherwise  agreed in writing by the parties).  To
         permit the  installation  of the  Equipment  and the  provision  of the
         Service, the Customer agrees to prepare the site where the Equipment is
         to  be  installed   (provision  of  space,  power  supply,   electrical
         installations and cabling), to give SITA or its subcontractor access to
         the premises where the Equipment is to be installed or maintained  and,
         if necessary,  to authorize SITA or its subcontractor to disconnect and
         remove any other  equipment  and/or obtain every  necessary  consent or
         authorization required for the performance of this Agreement.

4.3      The  Customer  agrees that any  Equipment  supplied by SITA remains the
         exclusive  property of SITA.  The Customer  agrees to be responsible to
         SITA for any damage to or loss of the Equipment, from the moment of its
         delivery to the Connection.

4.4      The   Customer   undertakes   to  follow  (i)   SITA's;   or  (ii)  the
         manufacturer's   instructions  that  are  actually   delivered  to  the
         Customer;   regarding  the  operation,   care,  use  and  environmental
         conditions of any Equipment  located on the premises of the Customer or
         any  Authorized  User. The Customer  agrees not to disconnect,  remove,
         alter,  interfere or make any  modification to such Equipment or use it
         in conjunction with other equipment  incompatible with the Equipment or
         Services  provided by SITA. Except for fair wear and tear, the Customer
         will ensure  that the  Equipment  is  returned to SITA in good  working
         order and condition.

4.5      The Customer will ensure that all Customer-provided  equipment conforms
         and  continues to conform to  technical  standards  and  communications
         protocols  compatible  with the  operation  of the SITA  Network.  Upon
         request  by the  Customer,  SITA  will:  (a)  provide  to the  Customer
         technical  specifications for the Equipment and communication protocols
         used;  and (b) be available to the Customer to answer  questions  about
         any of the foregoing.  Unless  otherwise  agreed in writing between the
         parties,  the  Customer  will  remain  responsible  for the  operation,
         maintenance, and management of such equipment.

4.6      SITA  will  provide  management  of   Customer-provided   equipment  in
         accordance  with  Article  13 of  the  Pricing  Schedule.  Upon  mutual
         agreement of the parties on a case-by-case  basis,  SITA  management at
         additional sites for Customer-provided routers and for additional types
         of  Customer-provided  equipment may be added by way of an amendment to
         this Agreement.

4.7      Every visit to a location and  intervention  on the Equipment  which is
         made  necessary by: (a) improper  treatment or use of Equipment by the
         Customer,(b) servicing and maintenance  other than normal servicing
         performed by SITA or its sub-contractor, (c) modifications which have
         not been carried out by SITA or its  sub-contractor,  (d) failure by
         the Customer to meet (i) SITA's or (ii) the manufacturer's
         instructions  that are actually  delivered to the Customer,  (e)
         negligence by the  Customer,  will be charged  separately  to the
         Customer,  in addition to the charges set forth in the Price Schedule,
         for any  material or Equipment expenditures and on an hourly basis.


ARTICLE 5 - Charges payable to SITA

5.1      All charges payable by the Customer in  consideration  for the Services
         provided by SITA will be invoiced at the rates specified in the Pricing
         Schedule. All charges for telecommunications  services will commence on
         the  Date  of  Connection.  Where  SITA  is  not  responsible  for  the
         installation work which is to be performed at the Customer's  premises,
         charges  will  commence   seven  (7)  days  after   completion  of  the
         configuration of the port on the SITA Network.

5.2      The Customer agrees to reimburse SITA for all charges  corresponding to
         Local  Access Lines and Local Access  Lines  Equipment  (including  any
         charge for the installation of the Local Access Lines,  rental charges,
         PSTN usage  charges,  and SITA's  standard  circuit-related  management
         charges) (the "Telecommunications  Operator Charges").  SITA's standard
         circuit-related  management  charges refers to the ***  administration
         and handling  charge added to the pass through circuit charges based on
         the  Telecommunications  Operator  Charges.  In  order  to  verify  the
         accuracy of SITA's  invoices  to the  Customer  for  Telecommunications
         Operator  Charges,  the Customer  may request  from SITA,  on a monthly
         basis, substantiating  Telecommunications Operator invoices to SITA for
         up to  three  (3)  countries,  subject  to a  maximum  of one (1)  such
         verification  for the same country during a six (6) month period if the
         scope of that  verification  covered  the  majority or all of the Local
         Access  Lines  in  that  country.   If,   following  any  such  monthly
         verification  by the  Customer,  the  Customer  considers  that further
         justification or investigation is needed, the Customer may escalate the
         matter  to  the  parties'   regional   Presidents  for  discussion  and
         resolution of any issues within sixty (60) days.

5.3      All charges  (including the charges  referred to in Article 5.2 above),
         will be  invoiced by SITA  monthly  and are payable by the  Customer in
         United  States  dollars  within  thirty  (30) days from the  Customer's
         receipt of the  invoice.) If the Customer  does not pay any  undisputed
         invoice in full within  this  thirty  (30) day period,  interest on any
         unpaid amount will  automatically and without further notice accrue, on
         a day basis,  commencing  on the end of the  thirty  (30) day period up
         until the date on which  payment is received by SITA.  The rate of such
         late  payment  interest  will be equal to the LIBOR 12 months  rate (as
         quoted by Barclays  Bank PLC from time to time and published by Reuters
         Services), multiplied by:

o        125% for amounts due for over 30 days,
o        150% for amounts due for over 60 days,
o        175% for amounts due for over 90 days.

         Notwithstanding  any provision to the contrary in this Agreement,  SITA
         will permit the Customer a four (4)-month grace period  commencing from
         the first month under this Agreement  month (i.e.  January 2000 through
         April 2000 inclusively), during which the Customer may pay its invoices
         within forty-five (45) days of receipt of the invoice, without accruing
         interest.

5.4      Notwithstanding  Articles 5.1 through  5.3,  with regard to amounts the
         Customer  in good faith  disputes  the  Customer  will  notify  SITA in
         writing of such disputed charges and the reason for such dispute.  SITA
         will investigate the disputed charges and will, within thirty (30) days
         from the date of the Customer's notice,  either adjust all or a portion
         of the disputed  amount,  or provide the Customer  with written  notice
         explaining  the reason why all or any portion of the  disputed  charges
         are correct and copies of documentation substantiating such charges and
         explanation.  Pending  resolution of any dispute,  the Customer will be
         entitled to deduct from any invoice the amount in dispute.  Payment for
         the correct  charges  indicated in such SITA  explanation is due within
         thirty (30) days after the date on such notice,  unless the Customer in
         good  faith  continues  to  dispute  such  amounts.  In the event  such
         disputed  amounts  total in the  aggregate  more than one million  five
         hundred  thousand United States dollars (USD  1,500,000),  the Customer
         will pay such disputed amounts into an interest-bearing escrow account.
         Upon resolution of the dispute, the Customer and SITA will allocate the
         money in the escrow account, plus any interest earned on such money and
         any fees relating to the opening and  maintaining  the escrow  account,
         according to the resolution of the dispute.

5.5      Any claim for payment or credit under this  Agreement  must be brought
         by the party  asserting such claim within two (2) years from the date
         on which the claim arose.

5.6      The charges  set forth in this  Agreement  do not include any  country,
         state,  departmental,  city,  local,  or  other  taxes  imposed  on the
         Services however  designated.  The Customer will be responsible for any
         such taxes paid or payable by SITA with respect to the Services (net of
         any  reclaimable  taxes or  applicable  credits),  irrespective  of the
         country or  authority  to which such taxes are paid or payable.  Within
         fifteen (15) business days from the date of  Customer's  request,  SITA
         will provide to the Customer invoices for such taxes.

5.7      In the event the Customer wishes to dispute any charge imposed by a tax
         authority or a  Telecommunications  Operator,  SITA will cooperate with
         the Customer and provide reasonable assistance as may be required.
--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.

<PAGE>

5.8      Upon  reasonable  notice to SITA and subject to SITA's  confidentiality
         obligations  to  its  other  customers  and  its  reasonable   security
         precautions,  the Customer will have the right,  on an annual basis and
         at its  expense,  to have an  independent  auditor  conduct an audit of
         SITA's records at a mutually  agreed  location  during normal  business
         hours to verify that the charges  invoiced to the  Customer  under this
         Agreement have been in accordance  with the Pricing  Schedule and other
         terms of this Agreement.  In the event such an audit discloses that the
         Customer  has  been   overcharged,   the  Customer  will  provide  SITA
         documentation  substantiating such overcharge, and SITA will credit the
         Customer's  account for future  amounts  due.  If,  following  any such
         annual audit by Customer, Customer considers that further justification
         or investigation is needed in order to prevent future invoicing errors,
         Customer may escalate  the matter to the parties'  regional  Presidents
         for discussion and resolution of any issues within sixty (60) days.

ARTICLE 6 - Warranties & liability

6.1      SITA  warrants  that it will use the  reasonable  care  and  skill
         that can be  expected  of a  competent  telecommunications provider.

6.2      SITA warrants that it will take necessary action and provide  resources
         to enable all software (including software and any firmware), hardware,
         networks and  equipment  over which it has Control  used in  connection
         with the provision and operation of the Service ("SITA  Systems") to be
         Year 2000 Compliant.  In respect of relevant systems that SITA does not
         Control,  including without  limitation,  all relevant systems operated
         by, or  proprietary  to  telecommunications  operators  and third party
         interfaces,  SITA  will  endeavor  to  obtain  a Year  2000  Compliance
         statement  from the relevant  suppliers and will advise the Customer as
         to the results  thereof and  thereafter  keep the Customer  informed of
         changes in status.  SITA will use reasonable  endeavors to mitigate any
         fault in the Service  caused by the  non-Year  2000  Compliance  of any
         systems it does not Control but will not be liable to the  Customer for
         any loss or damages in the event that any such non-Year 2000 Compliance
         causes a fault in, or the non-availability of the Service. The Customer
         will ensure that any of its  programs or systems or data into which the
         SITA Systems used in the  provision  and  operation of the Service will
         communicate  or integrate,  are Year 2000  Compliant.  SITA will not be
         liable for any faults in or non-availability of Service or SITA Systems
         provided  under  this  Agreement  which  arise  out  of  non-Year  2000
         Compliance except to the extent expressly provided above.  Furthermore,
         SITA will have no liability  under this warranty for any breach arising
         from the use of non-Year 2000 Compliant third party or Customer systems
         or data with SITA Systems.

         For the purposes of this  warranty,  SITA will be deemed to "Control" a
         SITA  System if it operates  and owns the SITA  System,  including  the
         intellectual  property  rights  thereto,  and "Year 2000  Compliant/ce"
         means the  ability  to  accurately  process  date data  from,  into and
         between the twentieth and twenty-first centuries and accurately perform
         leap  year  calculations.  Interfaces  of  all  SITA  Systems  used  in
         connection  with the provision and operation of the Service will comply
         with either the ISO 8601 date  format or,  where  applicable,  the IATA
         Information  Management  Committee (IN4C) date format. This warranty is
         to be read in  conjunction  with all other terms and  conditions of the
         Agreement and will apply to any Exhibits or future amendments which are
         or may be made hereto.  This warranty supersedes any previous statement
         or contractual  commitment  made by SITA relating to the subject matter
         hereto.

6.3      Warranty  Disclaimer.  In this service  Agreement,  the  warranties set
         forth at Articles 6.1 and 6.2 are in lieu of any other  warranty of any
         kind, express or implied,  statutory or otherwise,  including,  without
         limitation,  any warranty for latent  defects or warranty as to fitness
         for a particular purpose.

6.4      LIMITATION OF LIABILITY.  NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR
         ANY INDIRECT,  SPECIAL,  INCIDENTAL OR  CONSEQUENTIAL  DAMAGE,  LOSS OF
         REVENUE,  PROFIT OR GOODWILL,  EITHER IN CONTRACT,  TORT OR  OTHERWISE,
         EVEN WHEN SUCH  DAMAGE  WAS  CAUSED AS A RESULT OF SUCH  PARTY'S OR ITS
         SUBCONTRACTORS' GROSS NEGLIGENCE.

6.5      LIMITATION OF LIABILITY. EACH PARTY'S LIABILITY TO THE OTHER, PER EVENT
         OR SERIES OF CONNECTED  EVENTS  GIVING RISE TO LIABILITY IN TORT OR FOR
         BREACH OF CONTRACTUAL  OBLIGATIONS,  WILL NOT EXCEED,  PER  CONTRACTUAL
         YEAR, A TOTAL AMOUNT OF THE LESSER OF: (A) *** UNITED  STATES  DOLLARS
         (USD  ***);  OR (B)  *** OF THE  SERVICE  CHARGES  ACTUALLY  PAID BY
         CUSTOMER TO SITA DURING THE *** PERIOD  PRECEDING THE CLAIM.  CUSTOMER
         AND SITA  EXPRESSLY  ACKNOWLEDGE  AND AGREE  THAT THE  LIMITATIONS  AND
         EXCLUSIONS  CONTAINED HEREIN REPRESENT THE PARTIES' AGREEMENT AS TO THE
         ALLOCATION  OF RISK  BETWEEN  THE  PARTIES IN  CONNECTION  WITH  SITA'S
         OBLIGATIONS  UNDER  THIS  AGREEMENT.  THE  PAYMENTS  PAYABLE TO SITA IN
         CONNECTION  HEREWITH  REFLECT THIS ALLOCATION OF RISK AND THE EXCLUSION
         OF CONSEQUENTIAL DAMAGES IN THIS AGREEMENT.
--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


6.6      Nothing in this Agreement will be interpreted as excluding or limiting
         either party's  liability in case of death or personal injury.

6.7      SITA and Customer  each will defend,  indemnify,  and hold harmless the
         other  and  its  affiliates,   and  any  Authorized  Users,  and  their
         respective officers, employees, and agents against and from all claims,
         suits, judgments, losses, damages, fines or costs (including reasonable
         attorneys fees and expenses)  resulting from any claim,  suit or demand
         by any third party arising out of (i) the death or bodily injury of any
         agent,  employee,  customer, or business invitee of the indemnitee;  or
         (ii) the damage, loss, or destruction of any tangible property,  plant,
         or equipment of the indemnitee (collectively referred to as a "Claim"),
         in the  event  and to the  extent  that  such  Claims  result  from the
         negligent or otherwise  wrongful acts or omissions of the  indemnifying
         party, or its agents, subcontractors or service representatives, during
         the course of performance under this Agreement.

         Further,  Customer will defend,  indemnify,  and hold harmless SITA and
         SITA's affiliates and their respective  officers,  employees and agents
         against and from all  Claims,  in the event and to the extent that such
         Claims  result  from  the  negligent  or  otherwise  wrongful  acts  or
         omissions  of an  Authorized  User,  or its agents,  subcontractors  or
         service representatives, in connection with this Agreement.

         The  indemnifications  under this  Article 6.7 are subject to the other
         terms and conditions of this Agreement, including the limitations under
         Articles 6.4 and 6.5 in case of damage to tangible  property,  plant or
         equipment of an indemnitee. The obligations under this Article 6.7 will
         survive the termination of this Agreement.

6.8      Each  party  agrees  that it will be  responsible  for any damage to or
         destruction of any property, plant, or equipment belonging to the other
         (or any Authorized  User) that is caused by such party or its affiliate
         or its subcontractor.

ARTICLE 7 - Force majeure

7.1      Except  as  other-wise  specified  in this  Agreement,  events of force
         majeure and other unforeseeable events or situations beyond the control
         of a party hereto, will relieve such party from its obligations imposed
         by this Agreement which may not be performed as a result  thereof,  for
         so long as such event, or its consequences,  continue.  The other party
         will have no right to claim or receive  damages for any  nonperformance
         of its contractual obligations by such party resulting from an event of
         force majeure.

7.2      In the  event  that  any or both of SITA  and/or  the  Customer  is/are
         unable,  as a result of an action or omission  by a  Telecommunications
         Operator,  or any other  governmental  authority,  to lease,  obtain or
         provide the  Services  governed  by this  Agreement,  including,  among
         others,  the Local  Access  Lines,  Local Access  Lines  Equipment  and
         Equipment,  or is prevented from  importing  Equipment in to a country,
         such  inability  will (unless it results from the negligence or willful
         misconduct  of the party not  performing)  be deemed to  constitute  an
         event of force  majeure and, as such,  will not  constitute a breach of
         this Agreement.


ARTICLE 8 - Termination

8.1      Where  the  Customer  is a member  of SITA,  SITA  may  terminate  this
         Agreement  without notice if,  pursuant to the terms of SITA's Articles
         of Association, the Customer ceases to be a member of SITA.

8.2      Either party may  immediately  terminate  this  Agreement by giving
         notice in writing to the other  party,  in the  following events:

         (a)    if the other party commits any material  breach,  non-observance
                or  non-performance  of its  obligations  hereunder and does not
                remedy the same  within  thirty  (30) days of receipt of written
                notice of such failure or breach

         (b)    if an order is made or an effective resolution is passed for the
                dissolution  or  winding  up of the other  party  except for the
                purposes of an  amalgamation,  reorganization,  bulk transfer of
                assets or merger

         (c)    if a creditor takes  possession of or a receiver is appointed
                over the whole or any material part of the undertaking or
                assets of the other party

         (d)    if the other  party  becomes  insolvent  or makes any special or
                general  assignment  for the benefit of its  creditors or is the
                subject of a voluntary or involuntary (not discharged  within 60
                days) filing under the bankruptcy laws of any jurisdiction.

8.3      On termination of this Agreement for any reason whatsoever,  each party
         will (except as otherwise agreed) return forthwith to the other any and
         all  Equipment,  Local  Access  Line  Equipment,  or other  property of
         whatever  kind and nature,  provided by a party hereto for the delivery
         of a Service under this Agreement.

8.4             (a) SITA  acknowledges  that upon  termination  or expiration of
                this Agreement,  a successor service provider may be retained by
                the Customer to provide telecommunications  services. Subject to
                paragraph (b) of this Article 8.4, SITA agrees to cooperate with
                the  Customer  in  order  to  allow  an  orderly  and  efficient
                transition to the successor service provider.

         (b)    Upon the  termination or expiration of this Agreement other than
                for the  Customer's  failure  to pay or to be a member  of SITA,
                SITA will continue to provide telecommunications services to the
                Customer at the  charges set forth in SITA's  Tariff of Products
                and Solutions  ("TOPS").  Upon mutual  written  agreement of the
                parties as to scope and applicable charges,  transition services
                may also  include  (i)  consulting  services  in relation to the
                transition  to be carried out; and (ii) the sale to the Customer
                or assumption of leases by Customer of/for Equipment  previously
                made available to Customer by SITA under this Agreement.

8.5      Notwithstanding  any provision to the contrary in this Agreement,  upon
         termination of this Agreement, the Customer may offer employment to any
         SITA  employee who is then  dedicated to providing  the Services to the
         Customer.


ARTICLE 9 - Patents, copyrights and other intellectual property rights

9.1      The Customer  recognizes that all  intellectual  property rights in the
         software  programs or other materials  provided by SITA to the Customer
         pursuant to this Agreement, are either licensed to, or are the property
         of SITA,  and  nothing  contained  herein  will be deemed to convey any
         title or ownership  interest  therein to the Customer.  The  Customer's
         only right with respect to such intellectual  property rights belonging
         to or licensed to SITA, is the right to use such intellectual  property
         rights in relation to the Services  provided by SITA and in  accordance
         with the provisions of this Agreement.

9.2     If at any time,  an  allegation  of  infringement  of copyright or other
        intellectual  property  right is made  against  the  Customer by a third
        party in respect of the Service or Equipment, the Customer undertakes to
        immediately inform SITA of such alleged infringement or claim. SITA will
        then have the right to replace or modify the Equipment or any infringing
        part of the Service so as to avoid the infringement,  provided that such
        modification  does not  substantially  alter the  Service as  previously
        rendered to the Customer. Should this be insufficient to prevent damages
        from  occurring,  SITA  undertakes  to defend,  indemnify,  and hold the
        Customer harmless from any claims, suits,  judgments,  losses,  damages,
        costs and expenses (including  reasonable attorneys fees) resulting from
        any claim(s)  brought by a third party for alleged  infringement  of its
        intellectual  property rights,  provided that the Customer does not make
        any admission as to the claim(s) or other statement  prejudicial to SITA
        and in due course  authorizes SITA to start negotiating or litigating on
        the Customer's  behalf.  The Customer agrees to give SITA all reasonable
        assistance in such negotiation or litigation.


ARTICLE 10 - Confidentiality

10.1     The Customer and SITA acknowledge  that they will receive  confidential
         information  and trade secrets (the  "Confidential  Information")  from
         each  other  in  connection  with  this  Agreement.   The  Confidential
         Information  will be deemed to include all the  information  each party
         receives  from the other,  provided such  information  is in written or
         other  tangible  form  that  is  clearly  marked  as  "proprietary"  or
         "confidential",  or, if disclosed  orally, is identified as proprietary
         or confidential at the time of disclosure.  The Customer and SITA agree
         to  maintain  the  secrecy of the  Confidential  Information  and agree
         neither to use it (except for purposes of performing  hereunder) nor to
         disclose it to anyone  outside the Customer or SITA or to anyone within
         the Customer or SITA other than employees, consultants, or professional
         advisors  who  have a need to know it in order to  perform  under  this
         Agreement.  Moreover,  the parties hereto  acknowledge and confirm that
         the contents of, and their performance under this Agreement constitute,
         for the purposes of this Article 10, Confidential Information.

10.2     Confidential  Information  will not  include any  information  which is
         publicly  available at the time of disclosure or  subsequently  becomes
         publicly  available  through no fault of the  Customer  or SITA,  or is
         rightfully  acquired  from a third  party  who is not in  breach  of an
         agreement  to  keep  such  information   confidential.   Disclosure  of
         Confidential   Information   will  not  violate   the   confidentiality
         obligations  imposed by this  Article to the extent  that  Confidential
         Information must be disclosed  pursuant to a court order or as required
         by  any  regulatory  agency  or  other  government  body  of  competent
         jurisdiction.  Disclosure  may  be  made  in  response  to an  informal
         regulatory requirement/order if it is limited to this Agreement and the
         attachments  hereto.  A party required or ordered to disclose the other
         party's   Confidential   Information   will   notify  the  other  party
         immediately  upon receipt of such an order or  requirement  to disclose
         and use its best  efforts  to resist,  or to assist the other  party in
         resisting,  such  disclosure  and, if such  disclosure must be made, to
         obtain a protective order or comparable assurance that the Confidential
         Information  disclosed  will be held in  confidence  and not be further
         disclosed absent the original disclosing party's prior written consent.

10.3     Neither party may release any information to the public concerning this
         Agreement or its  existence  without the prior  written  consent of the
         other  party with  respect to both the  content  and the timing of such
         announcement.


ARTICLE 11 - Modification of Agreement

        No waiver or modification of this Agreement or of any of its provisions,
will be valid unless in writing and executed by duly authorized  representatives
of both parties.


ARTICLE 12 - Subcontracting

        The Customer  agrees that SITA has the right to subcontract  all or part
of its  obligations  hereunder.  The use of any  sub-contractor  will not modify
SITA's  obligations  towards the Customer.  Upon the  Customer's  request,  SITA
agrees to inform the Customer of any subcontractor used.


ARTICLE 13 - Binding effect, successors and assigns

13.1     This  Agreement  may not be assigned by either party  without the prior
         consent of the other party,  which will not be  unreasonably  withheld.
         Notwithstanding  the foregoing,  the Customer may assign this Agreement
         to a present or future Affiliate or  successor-in-interest  ("Successor
         Entity")  provided  such  Successor  Entity (i) has a  creditworthiness
         rating  equal  to  or  greater  than  the  Customer's;  (ii)  is  not a
         competitor  of  SITA;  (iii)  meets  SITA's  then  current   membership
         requirements;  (iv) assumes all of the rights and  responsibilities  of
         the Customer, without exception, upon any such assignment.

13.2     Subject to Article 13.1 all the terms and conditions of this Agreement
         will be binding and will inure to the benefit of the parties and their
         respective permitted successors and assigns.



<PAGE>


ARTICLE 14 - Severability

         If one or more  provisions of this Agreement is at any time found to be
invalid by a court,  arbitral tribunal or other forum of competent  jurisdiction
or is otherwise  rendered  unenforceable,  such provision or provisions  will be
severable  from this  Agreement  so that the validity or  enforceability  of the
remaining provisions of this Agreement will not be affected.


ARTICLE 15 - Waiver

        The failure of either party to enforce any  provision of this  Agreement
or to  exercise  any power given to it under this  Agreement  will not waive its
right subsequently to enforce such provision or exercise such right.


ARTICLE 16 - Governing law and arbitration

16.1     This  Agreement  will be governed by and construed in accordance  with
         the laws of New York, without regard to principles of conflict of laws.

16.2     All disputes  arising out of or in connection  with this Agreement will
         be finally settled under the Rules of  Conciliation  and Arbitration of
         the International  Chamber of Commerce by a single arbitrator appointed
         in accordance  with the said rules.  The parties hereto request the ICC
         Court of  Arbitration  to  attempt  to  appoint  an  arbitrator  who is
         knowledgeable in the area of telecommunications;  if no such arbitrator
         can be appointed, the normal appointment process will apply.

16.3     The arbitration will take place in New York, New York in the English
         language.

16.4     Notwithstanding  Article  16.2, to the extent that any violation of the
         provisions of this  Agreement may cause  irreparable  injury to a party
         hereto,  that party shall, in addition to any other remedies  available
         to it, be entitled to seek injunctive relief, specific performance,  or
         any other equitable remedy.


ARTICLE 17 - Compliance with Laws

         SITA agrees that it will comply with all applicable  laws in connection
with its provision of the Services.



ARTICLE 18 - Standard of Conduct

         SITA  will  ensure  that the  service  representatives  of SITA and its
subcontractors  will at all times  while on the  premises  of Customer or of any
Authorized User conduct themselves in a professional manner and in a manner such
as  will  preserve  or  enhance  Customer's  goodwill  with  its  employees  and
Authorized Users.


<PAGE>


                   SERVICE SCHEDULES: DATA TELECOMMUNICATIONS

AX.25 DIRECT ACCESS


Optimized data networking for the air transport and travel industries

o   AX.25 is a derivative of the ITU-T,  X.25, 1984 protocol adapted
    specifically  for the air transport  industry in conjunction with IATA.
o   AX.25 can carry  different  airline-specific  protocols  (Type A and Type B)
    over the same host connection. It operates using permanent virtual circuits,
    and individual  Logical  Channel Numbers (LCN) are assigned to the different
    traffic types.
o   AX.25 provides a local  connection  into our global network via Local Access
    Lines.  At the remote site,  terminals  can be connected  using our P1024B/C
    Direct  Access,  which supports  AirLine  Control (ALC) P1024B and Universal
    Terminal System (UTS) P1024C devices.  The AX.25 connections can be used for
    both host-to-host and terminal-to-host applications.


Typical applications

AX.25 Direct Access is suitable for most air transport and travel industry
applications such as:

o        Airline reservation systems access for airline offices
o        Airline check-in at airports
o        Baggage tracking


Key service features

o        Multiple access speeds: from 2.4 to 56/64 Kbps (depending on location)
o        Multiple  packet size  negotiation: Up to 1024 bytes and  non-standard
         packet  sizes (240 bytes)  maximizes  throughput  for particular
         applications.
o        Window size negotiation:  Send and receive window sizes supported with
         values from one to seven to improve performance.


Options

o   Agent Set Control Unit multiplexing:  One ASCU per logical channel number or
    groups of ASCUs with the same protocol (P1024B or P1024C).

  Service availability is subject to local technical and regulatory conditions


<PAGE>


CPE Access


Fully managed service

CPE  Access  extends  your   networking   capabilities   by  providing   managed
concentration devices equipment on your premises.

Our CPE Access service  consists in  installing,  managing and  maintaining  the
concentration devices on your premises.

CPE Access allows you to link multiple terminals and hosts to our network over a
single Local Access Line ordered from the local Telecommunications  Operator. By
reducing the number of Local Access  Lines  connections  needed to and from each
office to connect to the network, CPE Access significantly lowers your costs.

CPE Access meets today's  requirements for all types of business data,  offering
full support for our X.25, SDLC, Frame Relay and X.28 Direct Access services, as
well as SNA Token Ring Access.


Typical applications

CPE Access  Service can be provided in relation to the following  situations:  o
Terminal-to-host:  Connection of multiple  asynchronous (X.28) users at a single
site o Host-to-host:  Connection of multiple host connections (X.25, SDLC, frame
relay or X.28) at a single site.


Key service features

Multiple access speeds: From 9.6 Kbps to 2 Mbps, depending on location.

  Service availability is subject to local technical and regulatory conditions


<PAGE>


Electronic Commerce - Trading Services


The core of the Trading  Services is an EDI Clearing  House,  a central  service
accessed via a local node,  which provides the equivalent  functions to existing
EDI VAN  services in the  marketplace.  Trading  Partners  can exchange ASC X12,
EDIFACT  messages,  or binary files using various access methods including X.400
for store and retrieve, and store and forward modes.

  Service availability is subject to local technical and regulatory conditions


<PAGE>


Frame Relay Access


High performance networking

The Frame Relay Access services  provides a high speed data  networking  service
for the  interconnection of geographically  dispersed Local Area Networks (LANs)
and IBM environments.

The Frame Relay  Access  service  provides  sophisticated  bandwidth  management
capabilities,  allowing  the  service  to be  tailored  to the  requirements  of
individual  sites.  It includes  the  creation of a  Permanent  Virtual  Circuit
between  two sites,  across the SITA  network,  through an  allocated  bandwidth
level: this Committed  Information Rate (CIR) is the network bandwidth  capacity
that we commit to provide to you on our Network.  The ability to burst above CIR
is provided to you through the Excess Information Rates (EIR),  depending on the
remaining  availability  of the  network.  All data in excess of the CIR will be
marked as Discard Eligible and may be discarded by the system in case of network
congestion.

Frame relay is  transparent  to the higher  level LAN  protocols  used,  such as
TCP/IP, Novell IPX, DECNET or NETBIOS.


Typical applications

The  Frame  Relay  Access  service  is ideal  for both LAN  interconnection  and
communications between IBM host systems: o LAN interconnection:  Applications of
frame  relay in LAN  environments  include : -  Client/server  communications  -
Terminal-to-host applications - E-mail applications - Mixed media applications o
IBM communications:  The combination of frame relay's streamlined implementation
and the sophisticated flow-control and error handling  systems  of SNA  provide
a  highly  effective  solution  for  IBM host-to-host communications.


Key service features

o    Flexible access:  Frame relay compatible LAN routers, IBM front end
     processors (frame relay compatible).
o    Flexible  bandwidth  management:  Depending on the  location,  CIRs of up
     to 2Mbps can be pre-selected between each pair of locations.
o    Support for traffic bursts:  Ability to send bursts of user data at up to
     150% of CIR for continuous periods,  and, subject to availability of
     bandwidth, up to access speed for instantaneous bursts.

   Service availability is subject to local technical and regulatory conditions


<PAGE>


GLOBAL MESSAGING - GMS FAX SERVICE


Global e-mail-to-fax service

GMS  Fax  Service  is a  global  e-mail-to-fax  service,  and  is  automatically
available to users of Type B and X.400 messaging services, SITATEX and GMS Mail.


Typical applications

GMS Fax Service enables communication between SITA customers and millions of fax
users worldwide.


Key service features

o Economy and ease of use: GMS Fax Service provides easy,  cost-effective access
to fax users, direct from the desktop. o Standard features:
     - optional  cover  sheets;  -  automatic  retries for busy fax  numbers;  -
     optional positive / negative delivery notifications.
o        Enhanced features:
     - customizable cover sheets including graphics; - alternative  destinations
     for very busy fax numbers; - support for attached word processor files.

   Service availability is subject to local technical and regulatory conditions


<PAGE>


GLOBAL MESSAGING - GMS MAIL SERVICE


Global mailbox service

GMS Mail  Service  is a  global  dial-up  mailbox  service  based  on the  X.400
standard. It allows individual PC users to dial in over the SITA X.28 network to
a central,  SITA-provided mailbox server. GMS Mail Service enables users to send
messages,  business  documents  and faxes  quickly and securely  throughout  the
world.


Typical applications

Designed to provide secure e-mail for:
o        Travelling executives;
o        Sales / support representatives;
o        Small offices needing quick,  low-cost messaging  solutions;
o        Remote offices with limited  access to  centralized  support
         resources; and
o        Locations with limited local telecommunications or IT infrastructure.


Key service features

o         User-friendly: GMS Mail Service is easy to install and simple to use.
o         Password  access:  Each GMS Mail Service user is allocated a unique
          mailbox and password.
o         Message  exchange:  The Service can be used in conjunction with GMS
          Fax, and allows messages to be exchanged with:
               - other GMS Mail users;
               - SITATEX users,
               - Type B users;
               - X.400 messaging service users; and - the Internet.


   Service availability is subject to local technical and regulatory conditions


<PAGE>


GLOBAL MESSAGING - SITATEX SERVICE


PC messaging software package

SITATEX Service is a powerful and versatile  messaging  application based on the
Type B messaging standard.


Typical applications

SITATEX Service enables the worldwide exchange of messages, documents, faxes and
telexes.


Key service features

o        User-friendly:  SITATEX Service provides user-friendly message and
         address management facilities.
o        DOS or Windows: Is available for use within the DOS or Windows
         operating environments.
o        Different configurations:  Can be deployed as either standalone or in
         a LAN configuration.
o        Service  Access:  Connection  to the SITA Type B Messaging Service may
         be either by X.28 dial-up or via a dedicated  circuit, with access
         speeds of up to 9.6 Kbps for the DOS version and up to 64 Kbps for the
         Windows version.


  Service availability is subject to local technical and regulatory conditions



<PAGE>


GLOBAL MESSAGING - TYPE B MESSAGING SERVICE


One of the world's largest, fastest and most reliable messaging services

o    SITA's  Type B  Messaging  Service  is a  world  leader  in  air  transport
     messaging, and is used by over 700 of the world's largest air transport and
     travel-related   companies.  The  system,  know  for  its  performance  and
     reliability, regularly handles over 10 million messages per day.
o    This service is based on the  International Air Transport  Association
     (IATA)Type B messaging standard.


Typical applications

Diverse, mission-critical applications are run over this service, such as:

o        booking seats
o        tracking cargo
o        issuing flight plans
o        providing aerospace parts and repairs


Key service features

o    Performance and reliability:  SITA's Type B Messaging  Service provides the
     expected  levels of performance  and speed and the  reliability  needed for
     operational and time-critical messaging.
o    Assured  delivery:  The Service provides assured message delivery using
     serial numbering and end-to-end  delivery protocols.  o Security and
     storage:  Messages are secure,  and are centrally stored after delivery to
     enable message retrieval on request.
o    Flexible options:  The Service provides  flexible  addressing and
     routing options, such as:
     - multiple delivery for a single message;
     - multiple routings for a single address;
     - group coding for multiple addresses;
     - broadcast lists for delivery to a large number of destinations.


Access

Local access is  available in over 180  countries at speeds of up to 64 Kbps via
dedicated connections using P1024, P1124, AX.25 or X.25 protocols.

Type B users can access SITA's Cargo  Community  Service  (CCS) and  EDI/Trading
Services,  including SITA's ASC X12 - SPEC 2000 Conversion Service. Messages can
be sent to and from  users of Type B and  SITATEX,  GMS  Mail,  X.400  Messaging
Services,  other public and private networks (e.g. telex and Aeronautical  Fixed
Telecommunications  Network)  and the  Internet.  Type B Messaging  Service also
allows access to GMS Fax.

  Service availability is subject to local technical and regulatory conditions


<PAGE>


GLOBAL MESSAGING -X.400 SERVICE


Global managed service

X.400 Service is a global managed service,  providing secure and reliable e-mail
connectivity.


Typical applications

X.400 Service is used for business-critical  messaging between business partners
worldwide.


Key service features

o    Secure and  reliable:  X.400  Service  allows  users of most office  e-mail
     systems to exchange  messages with numerous e-mail  communities  worldwide,
     without compromising security or reliability.
o    Access to the SITA  network: Connectivity is provided  to the SITA  network
     through X.25 fixed connections.
o    One connection  required:  With just one connection,  users can communicate
     with business  partners around the world whether they are connected to SITA
     or to other service  providers via X.400,  the Internet,  Type B SITATEX or
     fax.
o    Gateway:  A gateway is  provided  to allow  connection  of  STMP-based
     e-mail systems to the X.400 messaging services.


  Service availability is subject to local technical and regulatory conditions


<PAGE>


HIGH SPEED DATA SERVICE


High Speed Data Service (HTDS) is a special service provided to Galileo in place
of clear channel bandwidth.


  Service availability is subject to local technical and regulatory conditions


<PAGE>


Intranet Connect


A fully managed global intranet tailored to your business needs

The  Intranet  Connect  service  provides  the  connectivity  necessary  for the
provision  of truly  value-added  intranetworking  services.  It enables  you to
interconnect  your global  locations,  and benefit from new Internet  technology
such as Web browsers and search engines.

This Service  provides IP routing over our IP network,  with a dedicated  access
layer for each  specific  intranet.  This  provides  the  privacy  and  security
necessary to exclude users on separate  intranets  from  accessing  each other's
intranet.

For  organisations  in any industry,  our Intranet  Connect service provides the
means to build a  high-performance,  reliable and secure private  communications
environment, connecting the global enterprise.


Typical applications

Intranet  connect is ideal for sharing  information  with employees and business
partners using web based technology in a secure environment.


Key service features

o   A single,  seamless  intranet  solution,  available  globally:  Our Intranet
    Connect service offers you a single, seamless intranet solution based on one
    global network.
o   Constant communications, with flexibility for growth and change:
o   Enables your sites to remain in constant  link with each other, by
    permitting any-to-any  communication  between user groups. o Choice of
    configuration  that suits your individual organisation (one-to-many, for
    example, where the customer is able to provide   information  to  clients
    from distributed   servers,   with  no communication between clients).
o   Scaleable  network  architecture,  allowing  for  rapid  expansion  of  your
    existing infrastructure and easy deployment of new intranets.


Superior security features:

o   The  dedicated  access  layer  offers  a  high  level  of  security  against
    unauthorized access and intrusion, as well as data integrity.
o   This is  made  by  configuring  the  boundary  routers,  which  define  your
    intranet. Each boundary router is dedicated to a specific intranet.

  Service availability is subject to local technical and regulatory conditions


<PAGE>


ISDN Dial Back-Up


A high-speed back-up option

ISDN  (Integrated  Services  Digital Network) Dial Back-Up offers you high-speed
dial back-up  service option for our MDNS Direct Access services in the event of
Local  Access Line  failure.  This allows your  end-users  to continue to access
critical  business  applications  at high speeds  until the Local Access Line is
restored.

ISDN Dial  Back-Up is now  available  in many  countries  and  provides a viable
alternative to traditional PSTN, low-speed dial back-up.

We will order, install and maintain the ISDN terminal adapters Equipment at both
your   end-user  site  and  our  local  site.  We  will  also  obtain  from  the
Telecommunications  Operator,  the ISDN connection at our nearest site. You will
be responsible  for obtaining the ISDN  connection at your end-user site and for
paying for all outgoing calls, if any.

In the event of the Local Access Line  failing,  our ISDN dial  back-up  adapter
automatically  senses  the line  failure  and  initiates  a  back-up  ISDN  dial
connection.  ISDN  call  charges  from  SITA to you are paid by  SITA.  The ISDN
terminal adapter  continues to monitor the Local Access Line connection and when
the Local  Access Line is  restored  to normal  operation,  the  application  is
switched back to the Local Access Line.


Typical applications

As more and more users move to high-speed MDNS Direct Access  services,  such as
our LAN Access and Frame  Relay  Access,  the need to support  the Local  Access
Lines with high-speed back-up becomes even more important.


Key service features

o   Automatic ISDN dial back-up:  In the event of the Local Access Line failing,
    users are  automatically  switched  to ISDN Dial  Back-Up,  offering  higher
    availability for critical applications.
o   Increased   resilience  at  reduced  cost:  ISDN  Dial  Back-Up  provides  a
    lower-cost  alternative  to  expensive,  multiple  Local  Access  Lines  for
    back-up.
o   Range of ISDN dial back-up speeds: ISDN speeds of 64, 128, 256 and 384 Kbps
    are supported for dial back-up,  depending  upon location.
o   Managed  end-to-end  service:  The equipment and service  option is standard
    world-wide.  We order, install and maintain the ISDN Dial Back-Up equipment,
    and monitor the Local Access Line so that  service can be restored  when the
    Local Access Line is returned to normal operation.
o   Supported MDNS Direct Access services:  The ISDN Dial Back-Up service option
    is available for our MDNS Direct Access services.  These include X.25 Direct
    Access, SDLC Direct Access, CPE Access, LAN Access and Frame Relay Access.

  Service availability is subject to local technical and regulatory conditions


<PAGE>


LAN Access


Creating and managing global LAN communities

The LAN Access service provides a communication  service for the interconnection
of globally dispered Local Area Networks (LANs).

Our LAN Access service consists in installing,  managing and maintaining routers
on your premises and  providing  wide area  connectivity  with speeds of up to 2
Mbps, depending on the location. Connectivity is provided through either X.25 or
Frame Relay protocols.

This,  combined with high availability,  widespread access locations and support
of common  LAN  protocols  such as TCP/IP  and IPX,  means that we offer you the
service that match your LAN interconnect requirements.

LAN Access service employs router equipment from Cisco systems.


Typical applications

LAN Access is suitable for most of today's data communication  applications that
involve the transfer of information between LANs :

o    Client/server environments: Enabling LAN users to access remote database
     servers and print documents across the network.
o    Transaction  processing:  Consolidating  access to  traditional mainframe
     based  applications.
o    High-speed  file  transfer  and  multimedia: Supporting CAD/CAM and other
     applications requiring high bandwidth.
o    LAN Access Internet  Gateway:  If  necessary,  a LAN  Access  Internet
     Gateway  option  is available, allowing corporate LAN users to access
     Internet facilities.


Key service features

o   Multiple  access speeds:  From 19.2Kbps to 2Mbps,  depending on location and
    frame relay Committed Information Rate (CIR) support (suitability depends on
    LAN application and location).
o   Multiple LAN protocol support: TCP/IP, Novell Netware, DECnet, Source Route
    Bridging, Transparent Bridging and Banyan Vines.
o   Flexible implementation: Can be tailored using multiple service options.
o   Integrated routing: Route re-distribution into routing protocols OSPF,
    EIGRP, IGRP & RIP on your LAN.
o   LAN router  management:  Turnkey  service  including  design, installation,
    testing,  configuration,  software  maintenance, hardware maintenance and
    pro-active management.
o   Official IP  addresses:  We only provide  official IP  addresses  with the
    LAN Access service.




<PAGE>


Options

The LAN Access  service  offers four  service  options  that enhance the service
functionality :

o   Mission-critical sites:
    - Fault tolerant  networks can be configured with active  Permanent  Virtual
    Circuits (PVCs) for load sharing and resilience, or with an alternative path
    (shadow  PVCs)  for  a  more  cost   effective   solution.   -  Dual  router
    configurations ensure that key sites are always available.

o   X.25/Frame Relay Gateway: The LAN Access service can be integrated into WANs
    over X.25 or frame relay giving integrated cost-effective  solutions.  Using
    the X.25/Frame Relay Gateway gives any-to-any  connectivity without the need
    to provide a private gateway for the Virtual Private Network (VPN).

o   LAN Access Internet Gateway:
    - Simple  Internet  access for enterprise  networks  integrated with the LAN
    Access service which  provides  reliable  connectivity  to the Internet from
    within  a  multi-protocol  corporate  network.  - We  employ  filtering  and
    anti-spoofing  techniques  (used  to  detect  unauthorized  users  mimicking
    authorized addresses) at the Internet Gateway.  However, we cannot guarantee
    the integrity of used or data coming from the Internet and we would strongly
    recommend  that you use a firewall  between your VPN and the VPN gate router
    (The VPN garte router is the LAN Access  service  router  designated  as the
    customer access point to the LAN Access Internet Gateway).

  Service availability is subject to local technical and regulatory conditions


<PAGE>


Link Service


The means to connect to the Network

The Link Service covers the provision, maintenance and supervision of a modem or
a Network  Terminal  Unit  necessary  to  access  the SITA  Network  and use the
Service.  It also includes the  supervision of the Local Access Lines ordered by
SITA from the Telecommunications Operator.


Typical applications

o Direct access: All direct access services,  such as X.25 Direct Access,  Frame
Relay etc.


Key Service Features

o   Fully managed service: Should problems occur with the Local Access Line this
    will be detected and reported to the Telecommunications Operator.
o        Maintenance: Modems are maintained by SITA.

   Service availability is subject to local technical and regulatory conditions


<PAGE>


P1024B/C Direct Access


Global networking for the air transport industry

The P1024B/C Direct Access service is the appropriate  service to have access to
a whole range of global networking  applications in the air transport and travel
industries.

With access speeds of up to 19.2Kbps,  depending on location, the Service allows
short response times for time-critical  applications,  world-wide  coverage,  in
compliance with industry standards.

P1024B/C  Direct  Access  provides a local  connection  into our SITA Nework via
Local Access Lines.

Both P1024B and P1024C can connect to P1X24, AX.25 and Exchange of Mixed Traffic
over X.25 (EMTOX) hosts.


Typical Applications

P1024B/C  Direct  Access  is  suitable  for most air  transport/travel  industry
applications  such as: o Computer  Reservation  System  (CRS) access for airline
offices and booking agents o Airline check-in at airports o Baggage tracking


Key service features

o        Multiple access speeds: 19.2, 14.4, 9.6, 4.8, 2.4, and 1.2 Kbps.
         (Depending on Location)
o        Standards: Supports AirLine Control (P1024B) and Universal Terminal
         System (P1024C) standards.

  Service availability is subject to local technical and regulatory conditions


<PAGE>


POINT-TO-POINT PROTOCOL DIAL ACCESS


Remote dial access to your LANs, intranet or the Internet

PPP  (Point-to-Point  Protocol)  Dial Access  provides  easy-to-use,  high speed
occasional  access to the SITA Network.  The service allows your users to access
LANs,  intranet  and Internet  information  and  resources  without the need for
connection via Local Access Line to the Internet or intranets.

To extend  global  reach,  this  service is often used in  conjunction  with the
Remote LAN Access Service.


Typical application

PPP Dial  Access  is a key  solution  for  mobile  intranet  users and users who
require fast Remote LAN Access to their office LAN while travelling,  as well as
remote small office/home office users.


Key service features

o   Migration  path to higher  speed  operation  without the need to go to Local
    Access Lines:  the service offers a migration path to higher speeds for X.28
    Dial Access and Remote LAN Access service customers.  It offers an immediate
    operational speed of up to 64 Kbps. All this without the need to justify the
    use of Local Access Line connection to the SITA network.

o   Ideal for data-intensive applications: The service is designed to exceed the
    level   required   to  handle  the  high   throughput   for   data-intensive
    applications,  such as LANs and intranets.  Users can access their preferred
    LAN using a native LAN protocol, initially TCP/IP.


o   Flexible support options:

    -  support  for 64 Kbps  ISDN and up to 33.6 Kbps  PSTN  access  for  TCP/IP
    applications, is available depending on the location.
     - the customer central site connection is connected to the Network using
     either frame relay or X.25 protocol.

o   Stringent  security:  PPP Dial Access fully supports Challenge  Handshake
    Authentication  Protocol (CHAP) procedures:  domain name, username and
    password permission are controlled to give access to the network/LAN and
    open an IP session.

  Service availability is subject to local and technical regulatory conditions


<PAGE>


Remote LAN Access


Remote access to intranets and corporate LANs

The Remote LAN Access service allows your mobile or remote PC users to dial into
any of our global  network's dial service access points  world-wide to link with
your intranet or corporate LANs.

As more and  more  small  branch  offices  need to  access  information  on LANs
globally, Remote LAN Access provides an ideal solution to improve communications
and reduce  costs.  With  Remote  LAN  Access,  costly  Local  Access  Lines and
international or long distance telephones calls are avoided.

The  Remote LAN  Access  user  dials  into a local node of our X.28 Dial  Access
service to connect to one of your  corporate LAN routers on our global  network.
For the mobile executive,  a global system mobile (GSM) phone can be used with a
GSM data-compatible modem where this service is available.

To improve  performance  at key  business  centres this service is often used in
conjunction with the PPP Dial Service.


Typical applications

This is a key solution for mobile intranet users and users who require access to
their office LAN while travelling.


Key service features

o    X.28 Access: PC users call their LANs at access rates from 9.6 Kbps up to
     28.8 Kbps.
o    Remote users can access corporate information as easily as local users:
    - Once connected to our global network,  full Point-to-Point  Protocol (PPP)
    access is provided by the  software-based  servers  integrated  into the LAN
    routers.  These are supplied as part of our LAN Access service. - Remote LAN
    Access users therefore enjoy the same  functionality  remotely as they would
    with a direct  connection to the  corporate  LAN, for such  applications  as
    groupware,  E-mail and file  transfer.  This has the  benefit  of  providing
    faster access to vital information and increasing user productivity.
o   Stringent,  dual-level security: Users will be fully authenticated using the
    dual-level  security  system.  The system demands that each user has a valid
    Network User Identifier, then having provided this, the user is prompted for
    a password using the Challenge Handshake  Authentication Procedure (CHAP), a
    sophisticated three-way handshake technique.
o   A solution using de facto  protocol  standards:  Remote LAN Access  supports
    industry de facto standards using PPP for remote LAN access  applications in
    the TCP/IP and Novell IPX environments.
o   Occasional users can be given dynamic access: Upon request, we may configure
    the  server  router  so that  he  will  dynamically  allocate  temporary  IP
    addresses from an address pool on the router for those remote users who only
    need occasional access. This, greatly simplifies IP address allocation.

 Service availability is subject to local technical and regulatory conditions


<PAGE>


SDLC Direct Access


Connecting global IBM environments

The SDLC  Direct  Access  service  provides  a wide  range of  capabilities  for
IBM-based networking applications.

SDLC Direct  Access  offers  access  through  Local Access Lines into our global
network, at speeds of up to 256 Kbps.

SDLC Direct  Access is the de facto  standard  for  interconnecting  IBM devices
within an SNA  environment.  SDLC  Direct  Access  supports  three  types of SNA
Physical Unit (PU) - PU2, PU2.1 and PU4.

We offer an  industry-leading  portfolio  of SDLC  Direct  Access  services  for
mainframe host, AS/400, PC and other IBM equipment.


Typical applications

SDLC Direct Access is ideal for most data communication applications, such as:

o        Terminal-to-host:  connecting PCs and remote cluster  controllers to a
         host or Front End Processor for order entry, E-Mail and other
         applications.
o        Host-to-host: file transfer to data between two mainframes.
o        Peer-to-peer: transfer of data between two applications running in a
         distributed environment for LU6.2 applications.


Key service features

o        Multiple access speeds:
         PU4 connections : 4.8 to 256Kbps.
         PU2 and PU2.1 connections: 2.4 to 64 Kbps, depending on location.
o        Fast response time: Response time is minimized through use of local
         polling at the remote site.
o        Protocol conversion: SDLC Direct Access is capable of interworking with
         X.25 Direct  Access and SNA Token ring Access on PU2-to-PU4  links,
         depending on your requirements.
o        Data stream protocol: 3270 and 5250 data stream protocols supported.


Options

o        Multi-drop support: Where needed,  multiple PU2 connections can be
         linked to a single PU4 connection.
o        Group poll support:  Where needed, PU4 connections  support IBM's
         group poll feature,  enabling a high  concentration  of remote PU2
         devices on a single SDLC host access line.

   Service availability is subject to local technical and regulatory conditions


<PAGE>


Type B Messaging Service


Type B Messaging Service Description

Type B Messaging  Service is a message  switching  service which allow customers
to,  with a  single  connection  to the SITA  Network,  to  exchange  electronic
messages with their own locations and their business partners worldwide.


Options

Messages can be sent from and delivered to a variety of types of equipment, some
of which include:

o        Host computers (mainframes, minis, PCs)
o        Any equipment running the SITATEX or SkyForm software
o        Telex machines

Connection  to the SITA  Network  may be made using a variety of  protocols  and
access methods:

o        Dedicated connections using P1024, P1124, AX.25 or X.25
o        Dial-up access via X.28 or P1024C (available to SITATEX and SkyForm
         users only)
o        Dial-up telex protocol for telex machines


  Service availability is subject to local technical and regulatory conditions


<PAGE>


X.25 DIRECT ACCESS

Reliable global networking

o   Our X.25 Direct Access service is based on the telecommunications  standard,
    defined  in 1988 by the  ITU-T  in its  Recommendation  X.25  for  Interface
    Between Data Terminal Equipment (DTE) and Data Circuit-Terminating Equipment
    (DCE) for terminals  operating in the packet mode and connected by dedicated
    circuits to Public Data Networks.
o   This  service  offers  access  speeds of up to 256Kbps.  X.25 Direct  Access
    provides a local connection into one of SITA's global access locations using
    Local Access Lines.  The  international  X.25 standard  protocol  contains a
    corruption-free  delivery  feature which  contributes to the  reliability of
    this Service.

Typical applications

X.25 Direct Access is ideal for many communications applications.
Terminal-to-host X.25 Direct Access supports:
Remote order entry systems
Computer Reservation Systems
Mobile users

X.25 Direct Access can be used in conjunction with X.28 Dial Access, for
terminal access.
Host-to-host:
o        Transferring accounting record filed from regional offices to
         headquarters
o        Electronic Mail
o        Corporate MIS applications.

PC-to-PC: PCs can connect to remote Local Area Networks (LANs) to exchange files
and electronic mail.


Key service features

o        Multiple access speeds: Depending on the location from 4.8Kbps to
         256Kbps.
o        International standard: ITU-T 1984, and 1988, compliance.
o        Simultaneous user support: Up to 1024 logical channels per link.
o        Packet size negotiation: To maximize throughput for particular
         applications.

Options

o        Higher Security: You may ask for our Closed User Groups feature, which
         provides for call barring and call restrictions.
o        Improved  availability:  If you wish to improve  the  availability  of
         the  Service,  dial  back-up of Local  Access  Lines is available.
o        Quick Start Option:  This option uses  temporary  dial-up  connections
         to offer network  access prior to the  availability  of leased lines.

  Service availability is subject to local technical and regulatory conditions


<PAGE>


X.25 PRIVATE Dial Access


Simple access to IBM hosts over our global network

o   The  X.25   Private  Dial  Access   service  is  typically   designed  as  a
    complementary  service  for  customers  with  X.25  devices  who  need  only
    occasional access to IBM hosts over SITA's global network.
o   This service is based on the telecommunications standard, defined in 1988 by
    the ITU-T in its  Recommendation  X.25 for  Interface  Between Data Terminal
    Equipment (DTE) and Data  Circuit-Terminating  Equipment (DCE) for terminals
    operating in the packet mode and  connected by dedicated  circuits to Public
    Data Networks.


Typical applications

X.25 Private Dial Access service is ideal for many  host-to-host  communications
applications which require occasional but fast access to our network.


Key service features

o        Occasional Access: provides access to the SITA network by means of
         dial-up connections when leased line is not justified.
o        Dedicated Port: provides access to an X.25 dial-up port that is
         dedicated to one customer.


Please note that for terminals, a PAD (Packet Assembler/Disassembler) is needed.

  Service availability is subject to local technical and regulatory conditions



<PAGE>


X.28 Dial Access

Simple, asynchronous access to our global network

o   The X.28 Dial Access  service is typically  designed for mobile  executives,
    remote  offices,  trading  partners  and  customers  who  will  have  simple
    asynchronous  access  to  the  SITA  Network  over  local  public  telephone
    networks.
o   Your end users can dial into the network at speeds of up to 28.8Kbps to
    access their applications.
o   This service is based on the X.28 protocol  defined by the ITU-T in 1984. It
    allows your end-users to access your host applications from terminals or PCs
    using  low-cost,  asynchronous,  dial-up  modems or GSM mobile phones with a
    compatible modem.


Typical applications

X.28 Dial Access service is ideal for many data communication applications which
require  occasional but fast access to our network.

o   Regional offices can dial rapidly into central computers to access latest
    product and pricing  information
o   Mobile  executives  can stay in touch with their  offices  and gain  access
    to vital information while on the move, using either the local PSTN or their
    GSM mobile phone.
o   The service provides access to our electronic  commerce and E-mail services,
    enabling you to communicate quickly with a multitude of trading partners.
o   Credit card  authorisation,  travel  reservation and other transactions can
    be accomplished quickly and cost effectively.


Key service features

o   Secured  Access:  Network User  Identification  (NUI) and  password  provide
    secure access and  itemisation of traffic  usage.  You should however ensure
    that only authorized people have access to your NUI.
o   Multiple access speeds:  Speeds of up to 9.6Kbps are available worldwide and
    the  market-leading  28.8 Kbps  service  is  increasingly  available  in key
    business locations, giving quick response times and high throughput.
o   Data  compression and error  correction:  V.42bis and MNP5 data  compression
    standards provide enhanced data throughput.  Error correction standards V.42
    and MNP4 provide potentially error free communications.
o   International standard: ITU-T 1984, standard


Options

o   1-800:  If necessary,  you may request that option,  which will allow you to
    have access to a toll-free single  telephone number from within  continental
    United States. There is a surcharge for using this service.
o   Security:  A Closed User Group  (CUG) can be  implemented  to ensure only
    your NUIs can make a call  request to your hosts.  o  Documentation:  Full,
    detailed technical  documentation  allows easy  customisation  of standard
    communication software packages for use with the service.

 Service availability is subject to local technical and regulatory conditions


<PAGE>


                                SUPPORT SERVICES

This document  describes the services  provided by SITA to its customers as part
of the SITA  managed  service,  if and when a  problem  occurs in the use of the
Services.

1.       Customer Support Help Desk

1.1 The  Customer  Support  Help  Desk is the  centre  to which end users of the
Service may report faults or problems in the functioning of the Service.  In the
main SITA Centres, a twenty-four (24) hour telephone number is available.

1.2 The Customer Support Help Desk will take ownership of the problem identified
by you  analyze  and  resolve it. If the problem is not one that can be resolved
immediately,  the Customer  Support Help Desk is  responsible  for referring the
fault on to the appropriate service within SITA or to the local PTT or any other
party responsible for the problem you have reported.

1.3 When you report a fault or problem,  the Customer  Support Help Desk opens a
trouble ticket. This trouble ticket ensures follow-up of the problem until it is
resolved. It contains the following information:

o        a description of the nature of the problem

o        the time and date the problem was reported to SITA

o        the time and date the end user noticed the problem

o        other information relating to the place where the ticket is opened

o        the time and date the problem was solved

o        the time and date the trouble ticket was closed

o        any relevant update information.

Trouble tickets remain open as long as a problem which is SITA's  responsibility
is not resolved. The Customer Support Help Desk provides updates of the progress
made in solving the problem via the trouble ticket.


<PAGE>



1.4      The Customer Support Help Desk reporting system can be represented as
         follows:

          [GRAPHIC OMITTED]

2.       Escalation Procedure

2.1 The existence of a Customer Support Help Desk trouble ticket means any fault
which is not resolved rapidly is automatically escalated to the next responsible
person within the SITA organisation.

Automatic Escalation is as follows:

         After 4 hours              Shift Supervisor
         After 6 hours              Customer Support Help Desk Manager /
                                    Assistant SITA Centre Manager
         After 8 hours              SITA Centre Manager
         After 24 hours             Network Manager / Customer Operation Manager
         After 48 hours             Regional Manager

2.2 Should the problem not be resolved to your  satisfaction,  you may  escalate
the problem  yourself by calling the person  indicated in your Customer  Support
Pack.  The  Customer  Support  Pack  provides you with tips on how to report and
escalate problems through your Customer Support Helpdesk.

To ease access to your Customer  Support Help Desk,  your Customer  Support Pack
contains  stickers  for the  end-users  work  places.  These show your  end-user
identification  number and your Customer Support Help Desk telephone  number. If
you don't have a Customer Support Pack, ask your SITA account manager for one.

2.3      The following diagram illustrates the double escalation capability
offered by our Customer Support System:

          [OBJECT OMITTED]




<PAGE>


                                PRICING SCHEDULE


ARTICLE 1.0       TELECOMMUNICATIONS OPERATOR CHARGES - GENERAL


1.1      Telecommunications Operator Charges
         Local Access Lines and Local Access Lines  Equipment will be charged to
         the Customer in  accordance  with Article 5.2 of the General  Terms and
         Conditions of this Agreement, except if expressly noted in this Pricing
         Schedule  that Local  Access  Lines  charges  and/or Local Access Lines
         Equipment   charges   are   included   in  a   SITA   Service   charge.
         Telecommunications  Operator Charges (as defined at the  aforementioned
         Article 5.2) are subject to change by the Telecommunications  Operators
         according  to  their   practice  and  are  subject  to  exchange   rate
         fluctuations. SITA bases all invoices on the IATA exchange rates.




<PAGE>


ARTICLE 2.0  -  MANAGED DATA NETWORK SERVICES (MDNS) LEASED LINE CONNECTION
                REQUIREMENTS


2.1      Galileo MDNS Geographic Zone Definitions

         Appendix 1 provides a breakdown of the "Galileo MDNS Geographic  Zones"
         applicable to the MDNS Leased Line Connection requirements set forth in
         this Article 2:


2.2      Low Speed Connections up to 19.2 Kbps (X.25, X.28, SDLC, Airline
         Specific Protocols and Low Speed Frame Relay)

   2.2.1    Connection Types

                 The following  Connection  types, as defined in MDNS section of
                 the TOPS,  are subject to the  charges  set forth in  paragraph
                 2.2.2 below.

(a)       Connection  Types A1 - applies  to  P1024B/C,  P1X24 and AX.25
          synchronous connections on shared ports up to 9.6 Kbps;
(b)       Connection Type AX1 - applies to X.25 and SDLC direct  access via a
          leased line up to 19.2 Kbps;
(c)       Connection Type AX5 - applies to X.28  direct  access  via a leased
          line up to 9.6 Kbps or X.28 Private Dial (via PSTN and private port;
(d)       Connection  Type AX7 - applies to indirectaccess in X.25 via a Public
          Data Network (PDN) where  available.  The access speed is up to 19.2
          Kbps;
(e)       Connection Type AX10 - applies to dial-in  connections in X.25 and
          SDLC to a private  port at an access  speed up to 14.4 Kbps;
(f)       Connection  Type FR00 - applies to low speed Frame Relay direct
          access via a leased line up to 19.2 Kbps (this type of access is
          currently under study by SITA Engineering and Operations); and
(g)       Connection Type P00 (private Connections).

         2.2.2    Low Speed Connection Local Access Line Exclusive Charges

                  Subject to the additional terms and conditions set forth in
                  paragraph 2.2.3 below,  for those  Connections set forth in
                  paragraph 2.2.1 above, the "bundled" low speed Local Access
                  Line exclusive  monthly charges set forth in Table 1 will
                  apply per Connection.  This bundled charge covers the pricing
                  elements set forth below.

(a)      Connection charges - Types A01, AX1, AX5, AX7, AX10, FR00 or P00;
(b)      Transmission charges - international and domestic;
(c)      X.25/X.28  miscellaneous  charges - additional  Permanent Virtual
         Circuits (PVCs),  Logical Channels,  Closed User Groups, and Call
         Attempts;
(d)      Link  Service  charges -  covering  the survey of the access  line, the
         provision  and   maintenance  of equipment  (e.g.,  modems,  DSUs) to
         operate the line (including  provision  of spares,  repair and on-site
         maintenance) as further defined in the TOPS; and
(e)      Denver CPE equipment  including up to two (2)  Passports  and six (6)
         AMs.  There are currently 2 AMs in the Galileo KF1 building and 3 AMs
         in the KF2 building.

              Connection,  Transmission  and Link Service charges are as defined
in the MDNS section of the TOPS.

              Sample  Low Speed  Connection  Rates by  Country  (based on actual
              billed  Connections on the Galileo  November 1999 Invoice) are set
              forth in Appendix 2.

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.

<PAGE>

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
                                                       TABLE 1
----------------------------------------------------------------------------------------------------------------------
------------- ------------------
-------------------------------------------------------------------------------------
   Level           No. of                                  Charge Per Connection Per Month,
                 Connections                           By Galileo MDNS Geographic Zone (In
USD)
------------- ------------------
-------------------------------------------------------------------------------------
------------- ------------------ ------------ ----------- ----------- -----------
------------ ----------- -----------
<S>                 <C>             <C>           <C>        <C>          <C>
<C>        <C>            <C>
                                    NAM1         EUR1        EUR2        FEA1
FEA2         ROW1        ROW2

------------- ------------------ ------------ ----------- ----------- -----------
------------ ----------- -----------
------------- ------------------ ------------ ----------- ----------- -----------
------------ ----------- -----------
     1          Less than 25       $ ***         $ ***       $ ***       $ ***        $
***       $ ***       $ ***
------------- ------------------ ------------ ----------- ----------- -----------
------------ ----------- -----------
------------- ------------------ ------------ ----------- ----------- -----------
------------ ----------- -----------
     2            25 - 100          $ ***       $ ***       $ ***       $ ***        $
***       $ ***       $ ***
------------- ------------------ ------------ ----------- ----------- -----------
------------ ----------- -----------
------------- ------------------ ------------ ----------- ----------- -----------
------------ ----------- -----------
     3            101 - 175         $ ***       $ ***       $ ***       $ ***        $
***       $ ***       $ ***
------------- ------------------ ------------ ----------- ----------- -----------
------------ ----------- -----------
------------- ------------------ ------------ ----------- ----------- -----------
------------ ----------- -----------
     4            176 - 350         $ ***       $ ***       $ ***       $ ***        $
***       $ ***       $ ***
------------- ------------------ ------------ ----------- ----------- -----------
------------ ----------- -----------
------------- ------------------ ------------ ----------- ----------- -----------
------------ ----------- -----------
     5          More than 350       $ ***       $ ***       $ ***       $ ***        $
***       $ ***       $ ***
------------- ------------------ ------------ ----------- ----------- -----------
------------ ----------- -----------
</TABLE>

Sample Calculation:  France  with 320 low  speed  connections  would  be
                     charged  at the EUR1  Level 4 rate of $*** per connection
                     per month.



     2.2.3    Low Speed Connection Additional Terms and Conditions

                     The following  terms and conditions  apply to the low speed
connections covered by paragraph 2.2.2:

(a)   The number of  Connections  will be based on the number of mnemonics  by
      Connection  type.  Charges will be prorated based on the number of days
      operational each month; and

(b)   A surcharge  of USD $*** per Million  Characters  per Month ("MCM") for
      traffic  generated by Type A1, AX1, AX5, AX7, AX10, FR00 or P00
      Connections will apply to the global  average  traffic  per  Connection
      if the global average   traffic   exceeds   ***   MCM  per connection.
      The parties agree to review in good faith this traffic cap of *** MCM per
      connection during the first  quarter  of 2000, taking  into consideration
      traffic analysis under study at the time of execution of this Agreement.

         2.2.4  Netherlands Multiplex Connection Charges

                     Notwithstanding  the  above,  any  AX1  connection  in  the
                     Netherlands  connected via a cascaded multiplexor link will
                     be charged $*** USD per connection per month.

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


<PAGE>



2.3      High Speed Connection Types (X.25, SDLC, Airline Specific Protocols) -
         Charges

         2.3.1    For Airline  Specific  Connection  Types A02, A03 and A04, the
                  traffic  insensitive  connection  charges set forth in Table 2
                  apply:


                 ------------------------------------
                               TABLE 2
                 ------------------------------------
                 ------------------ -----------------
                                       Charge per
                    Connection         Connection
                       Type            Per Month
                                        (in USD)
                 ------------------ -----------------
                 ------------------ -----------------
                     Type A02            $ ***
                 ------------------ -----------------
                 ------------------ -----------------
                     Type A03            $ ***
                 ------------------ -----------------
                 ------------------ -----------------
                     Type A04           $ ***
                 ------------------ -----------------



         2.3.2    For standard MDNS Connection Types X02, X03 and X04,
                  the traffic insensitive connection charges set forth in Table
                  3 apply:
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------------
                                                         TABLE 3
---------------------------------------------------------------------------------------------------------------------------
-------------------------
-------------------------------------------------------------------------------------------------
                                                          CHARGE PER CONNECTION PER MONTH,
                                                      BY GALILEO MDNS GEOGRAPHIC ZONE (IN
USD)
-------------------------
-------------------------------------------------------------------------------------------------
------------------------- ------------- ------------- ------------- -------------
------------- ------------- -------------
      <S>                     <C>            <C>           <C>           <C>
<C>            <C>            <C>

    Connection Type           NAM1          EUR1          EUR2          FEA1
FEA2          ROW1          ROW2

------------------------- ------------- ------------- ------------- -------------
------------- ------------- -------------
------------------------- ------------- ------------- ------------- -------------
------------- ------------- -------------
   64 Kbps - Type X02         $***         $***          $***          $***
$***          $***          $***
      up to 25 MCM
------------------------- ------------- ------------- ------------- -------------
------------- ------------- -------------
------------------------- ------------- ------------- ------------- -------------
------------- ------------- -------------
   64 Kbps - Type X02         $***        $***           $***           $***
$***         $***          $***
    more than 25 MCM
------------------------- ------------- ------------- ------------- -------------
------------- ------------- -------------
------------------------- ------------- ------------- ------------- -------------
------------- ------------- -------------
  128 Kbps - Type X03        $***          $***             $***      $***
$***           $***           $***
      up to 25 MCM
------------------------- ------------- ------------- ------------- -------------
------------- ------------- -------------
------------------------- ------------- ------------- ------------- -------------
------------- ------------- -------------
  128 Kbps - Type X03       $***             $***           $***       $***
$***            $***           $***
    more than 25 MCM
------------------------- ------------- ------------- ------------- -------------
------------- ------------- -------------
------------------------- ------------- ------------- ------------- -------------
------------- ------------- -------------
  256 Kbps - Type X04        $***            $***           $***       $***
$***           $***          $***
      up to 25 MCM
------------------------- ------------- ------------- ------------- -------------
------------- ------------- -------------
------------------------- ------------- ------------- ------------- -------------
------------- ------------- -------------
  256 Kbps - Type X04       $***             $***           $***       $***
$***           $***           $***
    more than 25 MCM
------------------------- ------------- ------------- ------------- -------------
------------- ------------- -------------
</TABLE>

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


<PAGE>



         2.3.3    The bundled charges set forth in Tables 2 and 3 cover the
pricing elements set forth below:

                  (a) Connection charges - Types A02, A03, A04, X02, X03 and X04
                      including CPE UTP connections;
                  (b) X.25/X.28  miscellaneous  charges - additional Permanent
                      Virtual Circuits (PVCs),  Logical Channels,  Closed User
                      Groups, and Call Attempts;
                  (c) Link  Service  charges - covering the survey of the access
                      line, the provision and  maintenance  of equipment  (e.g.,
                      modems,  DSUs) to operate the line (including provision of
                      spares, repair and on-site maintenance) as further defined
                      in the TOPS; and
                  (d) Transmission charges.

                  Connection,  Transmission  and  Link  Service  charges  are as
defined in the MDNS section of the TOPS.

         2.3.4    Canadian CAS X04 Netlink Connections

                  SITA  *** the X04  Netlink  Connections  associated  with the
existing Canadian CAS routers.

                  X.25/2115157/CANADA CAS1
                  X.25/2115158/CANADA CAS2

     2.4      Transmission Surcharge for CPE, Host-to-Host and Southern Cross
              (1K) Traffic

         Traffic  generated from the sources set forth in paragraphs (a) through
         (c)  below  will be  accumulated  monthly  and will be  subject  to the
         following transmission surcharge:

                               USD $ *** per MCM.

         (a)      Traffic from  Connections  indirectly  connected to the SITA
                  network via CPEs including but not limited to the Denver
                  and Paris CPEs;
         (b)      Host-to-Host  traffic set out in the SITA report  entitled
                  "Statistical  Information  - Host to Host Traffic" in the
                  MDNS section of the SITA invoice; and
         (c)      Southern  Cross (1K)  international  traffic  (on the  Galileo
                  invoice) from American  Samoa,  Australia,  Cooks Island,  New
                  Zealand or any other future 1K market which  communicates with
                  the Galileo Host.

         Sample Calculation:

Denver CPE Traffic                                              ***
HTH Traffic                                                     ***
1K International Traffic                                        ***
Total Traffic in MCM                                            ***
Traffic Surcharge @ USD $ ***/MCM                         USD $ ***


     2.5      Invoicing for Non-Galileo International Transmission Only

         Charges  for traffic  appearing  on the  Galileo  invoice  which is not
         generated by a Connection also appearing on the Galileo invoice will be
         (a) subject to mutual  agreement  on a  case-by-case  basis;  or (b) in
         accordance with Table 3A below for those countries specified; in either
         case  subject to the  company  generating  this  traffic  approving  in
         writing such re-arrangement of the invoicing pursuant to Article 3.4 of
         the General Terms and Conditions of this Agreement.

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.

<PAGE>

------------------------------------------------------------------------------
                                    TABLE 3A
------------------------------------------------------------------------------
------------------------------------------------------------------------------
                 NON-GALILEO INTERNATIONAL TRANSMISSION CHARGES
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Millions of Characters       Category A          Category B         Category C
                            $USD per MCM        $USD per MCM       $USD per MCM
------------------------------------------------------------------------------
------------------------------------------------------------------------------
up to 250 MCM             $ ***               $ ***               $ ***
------------------------------------------------------------------------------
------------------------------------------------------------------------------
251 - 500 MCM              $ ***              $ ***               $ ***
------------------------------------------------------------------------------
------------------------------------------------------------------------------
501 - 1,000 MCM             $ ***              $ ***               $ ***
------------------------------------------------------------------------------
------------------------------------------------------------------------------
1,001 - 2,500 MCM            $ ***              $ ***               $ ***
------------------------------------------------------------------------------
------------------------------------------------------------------------------
2,501 - 5,000 MCM            $ ***              $ ***               $ ***
------------------------------------------------------------------------------
------------------------------------------------------------------------------
above 5,000 MCM             $ ***              $ ***               $***
------------------------------------------------------------------------------


                  Category  A includes  Indonesia,  Malaysia,  Pakistan  and Sri
                  Lanka  Category B includes  Bahrain,  Jordan,  Kenya,  Kuwait,
                  Lebanon,  Oman, Qatar and U.A.E. Category C includes Syria and
                  Yemen

         Sample Calculation:

                  Assume the monthly international traffic between Kenya and USA
                  generated by another SITA  member's  connections  is ***. Upon
                  mutual agreement by all parties  involved,  SITA shall invoice
                  Galileo for the Kenya to USA  transmission  at the  Category B
                  rate of $*** per MCM.
--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


<PAGE>



     ARTICLE 3.0    -  REMOTE ACCESS SERVICES

3.1      X.28 Dial Access to Shared Ports Via PSTN

         The  charges  set  forth in Table 4 below  apply  to X.28  Dial  Access
Service to shared ports:


------------------------------------------------------------------------------
                                    TABLE 4
------------------------------------------------------------------------------
----------------------------------------- ------------------------------------
ITEM                                                   CHARGE (IN USD)
----------------------------------------- ------------------------------------
----------------------------------------- ------------------------------------
Domestic USA.Hourly Usage                              $ *** per hour
----------------------------------------- ------------------------------------
----------------------------------------- ------------------------------------
Domestic Canada and Domestic EUR1
In-Country (per Appendix 1) Hourly Usage               $ *** per hour
----------------------------------------- ------------------------------------
----------------------------------------- ------------------------------------
Canada to/from USA Hourly Usage                        $ *** per hour
----------------------------------------- ------------------------------------
----------------------------------------- ------------------------------------
International Hourly Usage                             $ *** per hour
----------------------------------------- ------------------------------------
----------------------------------------- ------------------------------------
Call Attempt Charges                                         ***
----------------------------------------- ------------------------------------
Network User Identifier (NUI)                      $ *** per month per NUI
----------------------------------------- ------------------------------------

         Sample Calculations:

                  Denver,  CO to Atlanta,  GA $*** per hour Montreal,  Canada to
                  Toronto, Canada$*** per hour Manchester, UK to London, UK $***
                  per hour Montreal,  Canada to Denver, CO $*** per hour Vienna,
                  Austria  to London,  UK $*** per hour Hong Kong to Denver,  CO
                  $*** per hour

         X.28 Dial  Access to shared  ports  offers  dial  connection  up to 9.6
         Kilobits per second  ("Kbps") in all X.28 locations and up to 28.8 Kbps
         where  available.  Galileo's  special pricing covers both remote access
         connection  types A-X-6 and A-X-13 as further  defined in the TOPS. The
         usage charge  includes the connection and traffic based on the duration
         of the connection.  The International  X.28 hourly charge is applicable
         worldwide  with the exception of United Arab Emirates  ("UAE") as noted
         below.  The  Domestic  X.28 hourly  charge is  applicable  to countries
         listed in Article 2.1 as EUR1 or NAM1.  Network User Identifiers  (NUI)
         are required for security and billing purposes.

         Any UAE surcharges for  International  X.28 service under the TOPS will
         apply to Galileo. (UAE Telecommunications  Operator imposes a surcharge
         on all SITA  customers.  The number assigned is a 'premium' type number
         i.e.  similar  to '900'  numbers  in the USA.  SITA  will pass such UAE
         surcharges on to its customers  through any surcharges set forth in the
         TOPS.)

     3.2      Point-to-Point Protocol (PPP) Dial Access Service Via PSTN

         The charges for  Point-to-Point  Protocol (PPP) Dial Access Service via
PSTN are as set forth below:

             the same as set forth in Article 3.1 above for X.28 PSTN service.

         The PSTN PPP Dial Access  Service is available for speeds up to 56 Kbps
subject to the quality of the local PSTN.

     3.3      Point-to-Point Protocol (PPP) Dial Access Service Via ISDN

         The charges for  Point-to-Point  Protocol (PPP) Dial Access Service via
ISDN are as set forth below:

               PPP Dial Access charges at TOPS ***

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.
                                             .
<PAGE>

     3.4      Customer Access Service Routers (Remote LAN Access)

         A "Customer  Access  Service"  ("CAS") router is a customer  access CPE
         (Customer Premises Equipment) router that provides  translation between
         PPP and IP (Internet  Protocol) protocols at the target LAN (Local Area
         Network)  that is  accessed  by a  remote  subscriber.  The CAS will be
         connected  to the  network  via X.25 to support  X.28 Remote LAN Access
         (RLA) Service and Frame Relay to support PPP dial service.

         The  charges  for CAS are as set  forth in Table 5 below,  based on the
         Galileo High Speed Intranet Connect geographic zones defined in Article
         6.1 below:

             ------------------------------------------------------------
                                       TABLE 5
             ------------------------------------------------------------
                   GEOGRAPHIC           ONE-TIME           MONTHLY
                      ZONE            INSTALLA-TION      CAS CHARGES
                                         CHARGE            (IN USD)
                                        (IN USD)
             ----------------------- ---------------- -------------------
                     Denver                ***              $ ***
             ----------------------- ---------------- -------------------
                      NAM1                $ ***             $ ***
             ----------------------- ---------------- -------------------
             ----------------------- ---------------- -------------------
                      EUR1                $ ***             $ ***
             ----------------------- ---------------- -------------------
             ----------------------- ---------------- -------------------
                      EUR2                $ ***             $ ***
             ----------------------- ---------------- -------------------
             ----------------------- ---------------- -------------------
                      FEA1                $ ***             $ ***
             ----------------------- ---------------- -------------------
             ----------------------- ---------------- -------------------
                      FEA2                $ ***             $ ***
             ----------------------- ---------------- -------------------
             ----------------------- ---------------- -------------------
                      ROW1                $ ***             $ ***
             ----------------------- ---------------- -------------------
             ----------------------- ---------------- -------------------
                      ROW2                $ ***             $ ***
             ----------------------- ---------------- -------------------

         The following additional terms and conditions apply:

         (a)  X.25 Direct Access.  The Connection charge will apply as per
              Galileo's  special charges in effect. No additional  transmission
              will be charged as this is already covered by the PPP usage
              charges;

         (b)  Frame  Relay  Access.  The  Connection  charge  will  apply as per
              Galileo's  special  charges  in  effect.  A local  CIR  (Committed
              Information  Rate) will be configured to the IPNET core subject to
              normal Frame Relay rules; however there will be no charge for this
              CIR as the usage is covered by the hourly PPP Dial charge. Any CIR
              value above *** will require SITA Engineering approval; and

         (c)  Standard CAS Configuration. The CAS pricing is based on a standard
              configuration   which  includes  a  Cisco  4700  chassis  with  32
              Megabytes memory, a four (4) port serial interface option (NP-4T),
              IP software and RLA support.

     3.5      Other CAS Router Configurations

         Charges for other CAS router  configurations not covered by Article 3.4
are as set forth below:

                   LAN Access charges at TOPS ***.


--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.

<PAGE>

     ARTICLE 4.0 - FRAME RELAY ACCESS SERVICE

4.1      Frame Relay Installation and Monthly Connection charges

         Frame  Relay  installation  and  monthly  Connection  charges  will  be
provided at the charges set forth below:

               TOPS charges ***.

4.2      Frame Relay Transmission (CIR) charges

         4.2.1    Frame Relay monthly international Transmission between the USA
                  and the Frame  Relay  geographic  zones as defined in the TOPS
                  are as set forth in Table 6 below:
<TABLE>
<CAPTION>


----------------------------------------------------------------------------------------------------------------
                                                             TABLE 6

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
                <S>       <C>          <C>         <C>          <C>         <C>
<C>        <C>        <C>

                          AFR         FEA          EUR        EEUR         MEA
NAM         SAM         CAM
              CIR       TO/FROM      TO/FROM     TO/FROM     TO/FROM      TO/FROM
TO/FROM     TO/FROM      TO/FROM
           BANDWIDTH       USA         USA         USA         USA          USA
USA         USA          USA
                        (IN USD)    (IN USD)    (IN USD)    (IN USD)     (IN USD)    (IN
USD)    (IN USD)     (IN USD)

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
            8 Kbps       $ ***       $ ***        $ ***       $ ***       $ ***        $
***       $ ***       $ ***

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
            16 Kbps      $ ***       $ ***        $ ***       $ ***       $ ***        $
***       $ ***       $ ***

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
            24 Kbps      $ ***       $ ***        $ ***       $ ***       $ ***        $
***       $ ***       $ ***

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
            32 Kbps      $ ***       $ ***        $ ***       $ ***       $ ***        $
***       $ ***       $ ***

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
            48 Kbps      $ ***       $ ***        $ ***       $ ***       $ ***        $
***       $ ***       $ ***

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
            64 Kbps      $ ***       $ ***        $ ***       $ ***       $ ***        $
***       $ ***       $ ***

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
            96 Kbps      $ ***       $ ***        $ ***       $ ***       $ ***        $
***       $ ***       $ ***

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
           128 Kbps      $ ***       $ ***        $ ***       $ ***       $ ***        $
***       $ ***       $ ***

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
           192 Kbps      $ ***       $ ***        $ ***       $ ***       $ ***        $
***       $ ***       $ ***

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
           256 Kbps      $ ***       $ ***        $ ***       $ ***       $ ***        $
***       $ ***       $ ***

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
           384 Kbps      $ ***       $ ***        $ ***       $ ***       $ ***        $
***       $ ***       $ ***

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
           512 Kbps      $ ***       $ ***        $ ***       $ ***       $ ***        $
***       $ ***       $ ***

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
           640 Kbps      $ ***       $ ***        $ ***       $ ***       $ ***        $
***       $ ***       $ ***

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
           768 Kbps      $ ***       $ ***        $ ***       $ ***       $ ***        $
***       $ ***       $ ***

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
           1024 Kbps     $ ***       $ ***        $ ***       $ ***       $ ***        $
***       $ ***       $ ***

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
           1536 Kbps     $ ***       $ ***        $ ***       $ ***       $ ***        $
***       $ ***       $ ***

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
           2048 Kbps     $ ***       $ ***        $ ***       $ ***       $ ***        $
***       $ ***       $ ***

----------------------------------------------------------------------------------------------------------------
</TABLE>
     4.2.2    All other CIR flows outside the USA will be based on the TO
              PS charges ***.
--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.

<PAGE>

4.3      Additional Conditions

         Other conditions for Frame Relay as may be set forth in the TOPS apply,
including any minimum duration requirement.

   ARTICLE 5.0 - LAN ACCESS SERVICE

     5.1      LAN Access Service Charges for a Cisco 2501 or 2610 Router or
              Equivalent

         The one-time  installation  charges and recurring  monthly  charges set
         forth in Table 7 apply for LAN  Access  Service,  based on the  Galileo
         MDNS geographic zone definitions set forth in Article 2.1.
<TABLE>
<CAPTION>


-------------------------------------------------------------------------------------------------------------
                                                           TABLE 7

-------------------------------------------------------------------------------------------------------------
         ----------------------------- ---------- ----------- ---------- -----------
---------- ---------- -----------
                    <S>                    <C>        <C>        <C>        <C>
<C>         <C>         <C>

         GALILEO MDNS GEOGRAPHIC ZONE
                                         NAM1        EUR1       EUR2        FEA1
FEA2       ROW1        ROW2

         ----------------------------- ---------- ----------- ---------- -----------
---------- ---------- -----------
         ----------------------------- ---------- ----------- ---------- -----------
---------- ---------- -----------
         ONE-TIME INSTALLATION CHARGE
                                       $ ***      $ ***       $ ***      $ ***       $
***      $ ***      $ ***
         ----------------------------- ---------- ----------- ---------- -----------
---------- ---------- -----------
         ----------------------------- ---------- ----------- ---------- -----------
---------- ---------- -----------
         MONTHLY CHARGE
         OPTION ONE                      $ ***      $ ***       $ ***      $ ***       $
***      $ ***      $ ***
         CS2501 or CS2610
         ----------------------------- ---------- ----------- ---------- -----------
---------- ---------- -----------
         ----------------------------- ---------- ----------- ---------- -----------
---------- ---------- -----------
         MONTHLY CHARGE
         OPTION TWO                      $ ***      $ ***       $ ***      $ ***       $
***      $ ***      $ ***
         Low End CS1005
         ----------------------------- ---------- ----------- ---------- -----------
---------- ---------- -----------
</TABLE>

         The following  additional terms and conditions apply to the charges set
forth in Table 7:

(a)               Option One charges cover the following configuration:  a Cisco
                  2501  or  2610  router  (or  comparable  Cisco  router  to  be
                  specified  by SITA)  one (1)  ethernet  port,  two (2)  serial
                  ports, 8 Megabytes DRAM memory,  dual 8 Megabytes flash memory
                  and IP software;

(b)               Option Two charges cover the following configuration:  a Cisco
                  1005  router  (or  comparable  low  end  Cisco  router  to  be
                  specified by SITA) one (1) ethernet port, one (1) serial port,
                  8 Megabytes DRAM memory,  dual 4 Megabytes flash memory and IP
                  software;

(c)               These charges can be added to the Low Speed  Connection
                  charges in Article 2.2 to provide an Intranet  Connect
                  solution where required;

(d)               The monthly charges cover all aspects of the LAN router
                  supply and on-going management;

(e)               The monthly  charges  include  customer  support  during local
                  working  hours only with an on-site  response time of four (4)
                  hours  for  customer  sites  within  50  km  of a  SITA  Group
                  operations center;

(f)               These monthly charges do not include cabling to connect the
                  LAN Access Service router to the customer's LAN;

(g)               These monthly  charges  include  standard Cisco serial cable.
                  Any additional cable required to connect to the NTU (Network
                  Terminating Unit) or similar is Galileo's responsibility; and

(h)               Multi-protocol support can be provided on a Cisco 2501 or
                  2610 router (or  comparable  Cisco  router to be specified by
                  SITA) router for the following additional monthly charge:

                  (i)      To add IPX support:  Add USD $ *** per month; and

                  (ii)     To add IPX and IBM support:  Add USD $ *** per month.

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.

<PAGE>

     5.2      Other LAN Access Router Configurations

         Charges  for other LAN  Access  router  configurations  not  covered by
Article 5.1 are as set forth below:

              LAN Access charges at TOPS ***.

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


<PAGE>

     ARTICLE 6.0 - INTRANET CONNECT SERVICE


6.1      Galileo High Speed Intranet Connect Geographic Zone Definitions

         Appendix 1 provides a breakdown  of the  "Galileo  High Speed  Intranet
         Connect  Geographic  Zones"  applicable  to  the  High  Speed  Intranet
         Connection  requirements set forth in this Article 6 with the exception
         of  Switzerland  which  is  treated  under  Article  8 of this  Pricing
         Schedule.

6.2      High Speed Intranet Connect Service Charges

          6.2.1   The monthly Intranet Connect Service charges applicable to the
                  non-Denver  remote  connections for a throughput that provides
                  access to the Intranet  based on geographic  zone and capacity
                  are set  forth in Table 8A below.  These  charges  include  an
                  Intranet X.25 or Frame Relay  Connection to a SITA center with
                  a  minimum  access  speed  of  56/64  Kbps,  the   appropriate
                  throughput costs and a Customer Managed Router, Cisco 1005/IP,
                  2501/IP or 2610/IP  router (or  comparable  Cisco router to be
                  specified  by SITA).  They are  exclusive of Local Access Line
                  charges.
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------------
                                                           TABLE 8A
--------------------------------------------------------------------------------------------------------------------------------
                                                       CHARGE PER CONNECTION PER MONTH,
                                      BY GALILEO HIGH SPEED INTRANET CONNECT GEOGRAPHIC
ZONE DEFINITIONS
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
 <S>                 <C>         <C>          <C>              <C>          <C>
<C>            <C>

Domestic
Throughput         NAM1         EUR1          EUR2           FEA1          FEA2
ROW1          ROW2        AU and NZ
--------------------------------------------------------------------------------------------------------------------------------
    8 Kbps         $ ***         $ ***         $ ***         $ ***          $ ***         $
***          $ ***         $ ***
--------------------------------------------------------------------------------------------------------------------------------
    16 Kbps        $ ***        $ ***         $ ***         $ ***          $ ***         $
***          $ ***         $ ***
--------------------------------------------------------------------------------------------------------------------------------
    24 Kbps        $ ***        $ ***         $ ***         $ ***          $ ***         $
***          $ ***         $ ***
--------------------------------------------------------------------------------------------------------------------------------
    32 Kbps        $ ***        $ ***         $ ***         $ ***          $ ***         $
***          $ ***         $ ***
--------------------------------------------------------------------------------------------------------------------------------
    48 Kbps        $ ***        $ ***         $ ***         $ ***          $ ***         $
***          $ ***         $ ***
--------------------------------------------------------------------------------------------------------------------------------
    64 Kbps        $ ***        $ ***         $ ***         $ ***          $ ***         $
***          $ ***         $ ***
--------------------------------------------------------------------------------------------------------------------------------
    96 Kbps        $ ***        $ ***         $ ***         $ ***          $ ***         $
***          $ ***         $ ***
--------------------------------------------------------------------------------------------------------------------------------
   128 Kbps        $ ***        $ ***         $ ***         $ ***          $ ***         $
***          $ ***         $ ***
--------------------------------------------------------------------------------------------------------------------------------
   192 Kbps        $ ***        $ ***         $ ***         $ ***          $ ***         $
***          $ ***         $ ***
--------------------------------------------------------------------------------------------------------------------------------
   256 Kbps        $ ***        $ ***         $ ***         $ ***          $ ***         $
***          $ ***         $ ***
--------------------------------------------------------------------------------------------------------------------------------
   384 Kbps        $ ***        $ ***         $ ***         $ ***          $ ***         $
***          $ ***         $ ***
--------------------------------------------------------------------------------------------------------------------------------
   512 Kbps        $ ***        $ ***         $ ***         $ ***          $ ***         $
***          $ ***         $ ***
--------------------------------------------------------------------------------------------------------------------------------
   640 Kbps        $ ***        $ ***         $ ***         $ ***          $ ***         $
***          $ ***         $ ***
--------------------------------------------------------------------------------------------------------------------------------
   768 Kbps        $ ***        $ ***         $ ***         $ ***          $ ***         $
***          $ ***         $ ***
--------------------------------------------------------------------------------------------------------------------------------
   1024 Kbps       $ ***        $ ***         $ ***         $ ***          $ ***         $
***          $ ***         $ ***
--------------------------------------------------------------------------------------------------------------------------------
   1536 Kbps       $ ***        $ ***         $ ***         $ ***          $ ***         $
***          $ ***         $ ***
--------------------------------------------------------------------------------------------------------------------------------
   2048 Kbps       $ ***        $ ***         $ ***         $ ***          $ ***         $
***          $ ***         $ ***
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


<PAGE>


         6.2.2    High Speed Intranet Connect Volume Discount

                  An additional High Speed Intranet  Connect Volume Discount set
                  forth  in  Table 8B below  applies  per  country  based on the
                  actual number of High Speed Intranet Connections:


                  -----------------------------------------
                                  TABLE 8B
                  -----------------------------------------
                  -----------------------------------------
                        High Speed            Discount
                  Intranet Connections          off
                        per Country        Special Rates
                  -----------------------------------------
                  -----------------------------------------
                       Less than 25             ***
                  -----------------------------------------
                  -----------------------------------------
                          26 100                ***
                  -----------------------------------------
                  -----------------------------------------
                         101 - 250              ***
                  -----------------------------------------
                  -----------------------------------------
                         251- 500               ***
                  -----------------------------------------
                  -----------------------------------------
                        501 or more             ***
                  -----------------------------------------


         6.2.3 The following one-time installation charge applies for High Speed
Intranet Connect per connection, worldwide:

                            USD $ *** per Connection.


--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


<PAGE>


     ARTICLE 7.0 - US DOMESTIC CHARGES


7.1      Denver Hub Worldwide Intranet Connect Service Charge

         The monthly charges  applicable to the Denver Host connections based on
         required  throughput  are as set  forth in Table 9  below.  The  Denver
         Intranet Connect charge includes the connection,  required  throughput,
         and Cisco 2501/IP or 2610/IP router (or  comparable  Cisco router to be
         specified by SITA).


---------------------------------------------------------------------
                           TABLE 9
---------------------------------------------------------------------
DENVER                            INTRANET
WORLDWIDE                          MONTHLY
THROUGHPUT                         CHARGE
                                   (IN USD)
-------------------------- ------------------------------------------
256 Kbps                              ***
-------------------------- ------------------------------------------
-------------------------- ------------------------------------------
384 Kbps                              ***
-------------------------- ------------------------------------------
-------------------------- ------------------------------------------
512 Kbps                              ***
-------------------------- ------------------------------------------
-------------------------- ------------------------------------------
748 Kbps                              ***
-------------------------- ------------------------------------------
-------------------------- ------------------------------------------
1024 Kbps                             ***
-------------------------- ------------------------------------------
-------------------------- ------------------------------------------
1536 Kbps                             ***
-------------------------- ------------------------------------------

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


<PAGE>



7.2      USA Remote Endpoint Charges

         If the number of  Domestic  USA  connections  is less than  ***,  the
         charges  set  forth in  Table 1 and  Table 7 for NAM1  will  apply  per
         Connection.

         The  Domestic  USA charges set forth in Table 10 and Table 11 below are
         applicable  per  Connection  when the  number  of  Domestic  USA is ***
         Connections  or  more.  These  "bundled"  USA  charges  for the  remote
         endpoints include:

         (a)      Connection charges;
         (b)      Transmission  charges for low speed  connections up to 9.6
                  Kbps. Frame Relay CIRs will be priced out separately based
                  on throughput;
         (c)      Link Service charges;
         (d)      Monthly Local Access Line charges; and
         (e)      One-time telecommunications operator installation charges.

------------------------------------------------------------------------------
                                    TABLE 10
------------------------------------------------------------------------------
------------------------------ ----------------------- -----------------------
ACCESS                             TYPE OF                   MONTHLY
SPEED                              ACCESS                    CHARGE
                                                            (IN USD)
------------------------------ ----------------------- -----------------------
Up to 9.6 Kbps                     ALC/SDLC/X25                       ***
------------------------------ ----------------------- -----------------------
56 Kbps                            Frame                              ***
------------------------------ ----------------------- -----------------------
128 Kbps                           Frame                              ***
------------------------------ ----------------------- -----------------------
256 Kbps                           Frame                              ***
------------------------------ ----------------------- -----------------------
384 Kbps                           Frame                              ***
------------------------------ ----------------------- ----------------------
512 Kbps                           Frame                              ***
------------------------------ ----------------------- -----------------------
768 Kbps                           Frame                              ***
------------------------------ ----------------------- -----------------------
1024 Kbps                          Frame                              ***
------------------------------ ----------------------- -----------------------
1536 Kbps                          Frame                              ***
------------------------------ ----------------------- -----------------------

         Charges for Frame Relay PVC within the USA will be as set forth below:

                             USD $ *** for each ***
                           (e.g. 32 Kbps at USD $ ***)

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


<PAGE>


         Any-to-Any   connectivity  will  require  an  Intranet  Connect  Router
         CS2501/IP  or 2610/IP (or  comparable  Cisco  router to be specified by
         SITA)  as  previously  described  in  Article  5.1.  Charges  for  such
         connectivity are as set forth in Table 11 below:


          -----------------------------------------------------
                                TABLE 11
          -----------------------------------------------------
          ------------------------------------- ---------------
                          ITEM                       USA
          ------------------------------------- ---------------
          ------------------------------------- ---------------
                     Monthly Charge             $ ***
          ------------------------------------- ---------------
          ------------------------------------- ---------------
              One-time Installation Charge      $ ***
          ------------------------------------- ---------------

 Sample Calculation:  Charges for a 56 Kbps Intranet  Connection with 16 Kbps
                      domestic USA throughput would be calculated as follows:

                                    56 Kbps Connection                 $***
                                    16K CIR                             ***
                                    CS2501/IP or 2610/IP Router         ***
                                    Monthly Total                      $***

     7.3      Local Access Line Costs

         The Denver Hub Local  Access Line costs will be  invoiced  at cost,  in
         accordance  with  Article 1. Only the USA Local  Access  Line costs are
         bundled into the charge once the number of Connections is *** or more.

     7.4      Link Service

         Local  Access  Lines  will  be  ordered  from  the   Telecommunications
         Operators.  SITA will assist in the ordering and pay for these lines on
         behalf  of  Galileo.  Where  allowed  by local  regulations,  modems or
         digital service units (DSUs) will be provided by SITA.

         Link Service  charges  cover the survey of the physical  access  medium
         (e.g. analog or digital circuit) for the provision and maintenance of a
         means to operate a circuit,  including  the  provision  of spares,  all
         repair and intervention.

         Modem/DSU  charges are included in the Low Speed  International and all
         USA domestic rates. The  International  High Speed  Connections will be
         charged for Link Service  based on SITA's  standard  Link Service rates
         reflected in the TOPS  dependent  upon the country of  operation.  When
         equipment  to operate  the Local  Access  Line is provided by the local
         carrier (due to local  regulations)  a half Link Service is charged for
         the survey of the Local Access Line.

     7.5      ISDN and Dial Back Up

         SITA  can  provide   Analog  Dial  Backup  as  an  option  to  increase
resiliency.

         When  the  Local  Access  Line  is  analog,   the  costs  of  the  PSTN
         subscription  and usage  will be  charged  back to the  user.  An extra
         charge equal to *** of the corresponding  Link Service Charge is levied
         for this option.

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.

<PAGE>



         When the access circuit is digital,  an additional charge is applied to
         cover the provision of the  necessary  analog dial backup  modules.  An
         extra charge equal to *** of the corresponding Link Service Charge is
         levied for this option.  The customer is  responsible  for the costs of
         the PSTN subscription and usage.

         ISDN Digital Backup service provides high speed digital backup over the
         public ISDN Network up to 384 Kbps where available. The monthly service
         charge  covers the ISDN line  rental,  the call charges  (initiated  by
         SITA) and the rental of the equipment at both the customer and the SITA
         side.  Customers  are  responsible  for the  costs  of all  calls  they
         initiate.

         ISDN and Dial Back  service  will be  provided at the charges set forth
below:

               ISDN and Dial Back Up Service charges at TOPS ***.
--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


<PAGE>




     ARTICLE 8.0 - SWITZERLAND

8.1      Switzerland Intranet Connect Charges

         The  monthly  Connection  charges set forth in Table 12 below apply for
         Intranet Connect  Service,  for  Switzerland.  This monthly  Connection
         charge is a flat rate per  Connection  which  includes  the  Connection
         charge,  the CIR charge, a Cisco 2501/IP or 2610/IP Ethernet or 2502/IP
         Token Ring router (or comparable Cisco router to be specified by SITA),
         the Link Service charge and the Local Access Line charges.

------------------------------------------------------------------------------
                                    TABLE 12
------------------------------------------------------------------------------
--------------------------------------------- ----------------  --------------
                                                 MONTHLY              ONE-TIME
ACCESS SPEED / THROUGHPUT                       CONNECTION         INSTALLATION
                                                 CHARGE                CHARGE
                                                (IN USD)              (IN USD)
--------------------------------------------- ---------------   --------------
64 Kbps Frame Relay / up to 16 Kbps CIR            ***                  ***
--------------------------------------------  ---------------   ---------------
64 Kbps Frame Relay / 32 Kbps CIR                  ***                  ***
--------------------------------------------- ---------------   ---------------
64 Kbps Frame Relay / 48 Kbps CIR                  ***                  ***
--------------------------------------------- ---------------   ---------------
128 Kbps Frame Relay / 48 Kbps CIR                 ***                  ***
--------------------------------------------- ---------------   ---------------
128 Kbps Frame Relay / 64 Kbps CIR                 ***                  ***
--------------------------------------------- ---------------   ---------------
256 Kbps Frame Relay / 64 Kbps CIR                 ***                  ***
--------------------------------------------- ---------------   ---------------
256 Kbps Frame Relay / 128 Kbps CIR                ***                  ***
--------------------------------------------- ---------------   ---------------


8.2      Switzerland Optional Service and Charges

         8.2.1    The  following   charge  will  apply  for  an  additional  PVC
                  (Permanent  Virtual  Circuit) on a circuit to provide a backup
                  CIR  at an  equivalent  speed  to  ensure  network  resiliency
                  between the same two (2)  connections  as the primary PVC, for
                  Switzerland:

     A  charge  of *** of the  monthly  Connection  charge  (above  the  monthly
     Connection charge in Article 8.1 above).

         8.2.2    The  charges  set forth in Table 13 below  apply for a Mission
                  Critical Site with a Standby Option or a Mission Critical Site
                  with a Load Sharing  Option,  for  Switzerland.  These charges
                  apply above the monthly Connection charge set forth in Article
                  8.1 above.
--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


<PAGE>


-------------------------------------------------------------------------------
                                    TABLE 13
-------------------------------------------------------------------------------
------------------------------------------ ----------------    ----------------
                                              MISSION                MISSION
ACCESS SPEED / THROUGHPUT                    CRITICAL               CRITICAL
                                              STANDBY             LOAD-SHARING
                                              OPTION                  OPTION
                                              (IN USD)               (IN USD)
------------------------------------------ ----------------    ----------------
128 Kbps Frame Relay  / 48 Kbps CIR                ***                  ***
------------------------------------------ ----------------    ----------------
128 Kbps Frame Relay / 64 Kbps CIR                 ***                  ***
------------------------------------------ ----------------    ----------------
256 Kbps Frame Relay / 64 Kbps CIR                 ***                  ***
------------------------------------------ ----------------    ----------------
256 Kbps Frame Relay / 128 Kbps CIR                ***                  ***
------------------------------------------ ----------------    ----------------

8.3      Switzerland Dial-Up Access Service and Charges

         The  monthly  Connection  charges set forth in Table 14 below apply for
         Dial-Up Access Service, for Switzerland. The monthly Connection charges
         for PPP Dial Access via ISDN,  as set forth in Table 14 below,  include
         all domestic transmission charges at that connection.


                 -----------------------------------------------------
                                       TABLE 14
                 -----------------------------------------------------
                 ----------------------------------- -----------------
                                                     MONTHLY
                 DESCRIPTION                          CHARGE
                                                      (IN USD)
                 ----------------------------------- -----------------
                 ----------------------------------- -----------------
                 PPP Dial Access with router               ***
                 ----------------------------------- -----------------
                 ----------------------------------- -----------------
                 One-time router installation              ***
                 ----------------------------------- -----------------
                 ----------------------------------- -----------------
                 PPP Dial Access without router            ***
                 ----------------------------------- -----------------

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


<PAGE>



     ARTICLE 9.0 - HIGH SPEED DATA SERVICE (HTDS)

9.1      HTDS Service Charges

         Charges  for  High  Speed  Data  Service  (HTDS)  will be based on TOPS
         standard  Frame Relay  pricing  inclusive of a Connection  at each end,
         Link Service charges and a CIR with a CIR Speed equal to the Connection
         Access Speed for each individual Connection.  Galileo must confirm with
         SITA  the  availability  of the  corresponding  bandwidth  between  the
         concerned sites on a case-by-case basis. These charges are exclusive of
         Local Access Line charges.

         HTDS  availability  and charges for the existing  HTDS Links are as set
forth in Table 15 below:


-------------------------------------------------------------------------------
                                    TABLE 15
-------------------------------------------------------------------------------
--------------------------------------------- ---------------------------------
       AVAILABILITY                               CHARGE (IN USD)
--------------------------------------------- ---------------------------------
Johannesburg 128 Kbps HTDS to Denver          $ *** per month for primary flows
                                              $ *** per month for backup flows
--------------------------------------------- ---------------------------------
Rome 256 Kbps HTDS to Denver                          $ *** per month
--------------------------------------------- ---------------------------------
Athens 64 Kbps HTDS to Denver                         $ *** per month
--------------------------------------------- ---------------------------------
Dublin 64 Kbps HTDS to Denver                         $ *** per month
--------------------------------------------- ---------------------------------
London Heathrow 64 Kbps HTDS to Denver        $ *** per month for primary flows
                                              $ *** per month for backup flows
--------------------------------------------- ---------------------------------

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


<PAGE>



     ARTICLE 10.0 - GLOBAL MESSAGING SERVICES

     10.1     Type B Messaging Service, SITATEX Service, GMS Fax Service

         The  monthly  traffic  charges  set  forth in Table 16 below  cover the
         following Global Messaging Services for Galileo (1G) and Covia (1V):

(a)      standard Type B Connections;
         (b)      Type B addresses;
         (c)      Type B Transmission (with the exception of USA and Canada
                  which are covered under Article 10.2 below);
         (d)      Relay Through Broadcasting;
         (e)      SITATEX; and
         (f)      GMS Fax Services.

---------------------------------------------------------------------
                                    TABLE 16
---------------------------------------------------------------------
--------------------------------- -----------------------------------
CHARGEABLE TRAFFIC                   MONTHLY CHARGE
                                         (IN USD)
--------------------------------- -----------------------------------
Up to 400 MCM                                   $ ***
--------------------------------- -----------------------------------
Between 400 - 650 MCM                           $ ***
--------------------------------- -----------------------------------
Above 650 MCM                                   $ ***
--------------------------------- -----------------------------------


Sample Calculation:        Charges for 750 MCM would be calculated at ***


         The maximum number of dedicated Type B and SITATEX  Connections is ***.
         The charge for additional Connections is as set forth below:

             USD $ *** per Connection inclusive of address charges.


         The maximum  number of GMS Fax pages is ***. The charge for  additional
pages is as set forth below:

                               USD $ *** per page.

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


<PAGE>


10.2     Domestic Type B Messaging Service

         The traffic  within the USA, the traffic  within Canada and the traffic
         between  the USA  and  Canada  will be  regarded  as one  territory  to
         determine the applicable monthly flat rate charge set forth in Table 17
         below (hereinafter, the "Domestic Traffic"):

----------------------------------------------------------------------
                                    TABLE 17
 -----------------------------------------------------------------------
----------------------------------- -----------------------------------
TRAFFIC VOLUME                          FLAT RATE MONTHLY CHARGE
(characters per month)                            (IN USD)
----------------------------------- -----------------------------------
20,000,000 - 40,000,000                           $ ***
----------------------------------- -----------------------------------
40,000,001 - 80,000,000                           $ ***
----------------------------------- -----------------------------------
80,000,001 - 160,000,000                          $ ***
----------------------------------- -----------------------------------
160,000,001 - 320,000,000                         $ ***
----------------------------------- -----------------------------------
320,000,001 - 640,000,000                         $ ***
----------------------------------- -----------------------------------
640,000,001 - 960,000,000                         $ ***
----------------------------------- -----------------------------------
960,000,001 - 1,440,000,000                       $ ***
----------------------------------- -----------------------------------
1,440,000,001 - 1,920,000,000                     $ ***
----------------------------------- -----------------------------------
1,920,000,001 - 2,560,000,000                     $ ***
----------------------------------- -----------------------------------
2,560,000,001 and above                  $ *** plus $ *** per MCM
----------------------------------- -----------------------------------


         If the Domestic  Traffic is less than ***, it will included and charged
per the international rates set forth in Article 10.1.

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


<PAGE>



     ARTICLE 11.0 - ELECTRONIC COMMERCE - TRADING SERVICES


Electronic  Commerce - Trading  Services  "bundled"  charges are as set forth in
Table 18 below. These bundled charges include the following, as described in the
TOPS under the Electronic Commerce - Open Trading section of the TOPS:

(a)      Initial registration fee;
(b)      One mailbox per Interchange partner;
(c)      Processing charges;
(d)      Transmission charge to any Galileo Mailbox destination with an average
         traffic allowance of 2 MCM of traffic per connection;
(e)      Software Charge; and
(f)      PC provisioning when necessary.

---------------------------------------------------------------------
                                    TABLE 18
---------------------------------------------------------------------
--------------------------------- -----------------------------------
       ITEM                          MONTHLY CHARGE
                                        (IN USD)
-------------------------------- -----------------------------------
--------------------------------- -----------------------------------
Interchange Charge per Mailbox             $ ***
--------------------------------- -----------------------------------
--------------------------------- -----------------------------------
Additional Traffic Above 2 MCM             $ *** per MCM
           Average
--------------------------------- -----------------------------------


"Session  only" and  "Optional  Services"  (as  described  in the TOPS)  will be
charged per the TOPS.

Sample Calculation (based on 1999 TOPS)

TOPS Charges:
Number of Mailboxes        23 Mailboxes
Millions of Characters     156.068 MCM
TOPS Charges               USD $ ***

Special Open Trading (OT) Charges:
OT Mailbox Charges         23 Mailboxes x USD $ *** each = USD $ ***
Add'l Traffic Charges      ***

110.068 MCM x $ *** per MCM = $ ***

Total OT Charges           ***

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


<PAGE>



     ARTICLE 12.0 - CUSTOMER PREMISES EQUIPMENT


12.1     Standard CPE

         SITA can install, configure, manage and maintain Nortel-based equipment
         which may allow Galileo to reduce the cost of accessing the Global SITA
         network by connecting multiple  terminals,  hosts or LANs over a leased
         line.  Galileo  can choose  from nine (9)  standard  CPE  options  with
         different configurations of V.24, V.35 and Token Ring ports, as further
         defined in the TOPS.  The monthly  service charge covers the management
         and maintenance of the service including the rental of the hardware and
         software.  The  following  charges  and  pricing  conditions  apply for
         standard CPE:

         (a)      CPE Installation charges are ***;
         (b)      Monthly CPE Standard Service Charge is at TOPS ***;
         (c)      Network Charges for the UTP Network Links and associated
                  Transmission  Charges will be based on the rates defined in
                  Articles 2.2 and 2.3 above;
         (d)      Minimum contract term for standard CPE Access Service is ***
                  per the TOPS; and
         (e)      Any additional conditions in the TOPS apply.

  12.2     Non-Standard CPE

         Non-standard CPE may be available upon request and is subject to mutual
         agreement  on a case  by  case  basis.  Charges  for  non-standard  CPE
         equipment  currently installed on the Galileo premises are set forth in
         paragraphs 12.2.1 through 12.2.4.

         12.2.1   Denver AMs and Passports

                  SITA *** the existing Denver CPE AM and Passport  equipment or
                  for certain potential  expansion during the Initial Term. This
                  expansion  can cover up to one (1) new AM in  addition  to the
                  existing two (2)  Passports  and five (5) AMs in Galileo's KF1
                  and KF2 buildings. Expansion beyond this planned configuration
                  will result in an adjustment to the charges.  The cost of this
                  equipment  is covered by the  remote  end  Connection  charges
                  outside of Denver. The existing equipment in Denver includes:

                           Passport 160              ***
                                    CDEN2
                                    CDEN3

                           AM DPN-100-15             ***
                                    ADEN3
                                    ADEN4
                                    ADEN5
                                    ADEN6
                                    ADEN10

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.

<PAGE>



         12.2.2   Denver IWS SUN Sparc

                  The monthly charges set forth below apply to the IWS SUN Sparc
installed in Denver:

               USD $ *** per month.

                  Any future  software  or hardware  upgrades  to  maintain  the
                  operational  functionality  of  this  system  will  be  passed
                  through to Galileo.

         12.2.3   Denver Cisco 7000 Routers

     The monthly  charges set forth  below apply to the two (2)  existing  Cisco
7000 routers installed in Denver: USD $ *** per month per router.

         12.2.4   Denver RS/6000

                  The  monthly  charges  set forth  below  apply to the  RS/6000
                  equipment installed in Denver for Galileo Bank Settlement Plan
                  (BSP)  support.  These  charges  are  valid  for the  existing
                  configuration including two (2) units as follows:

                  DEN RS/6000 USD $ *** per month (for both units)

                  RS6000 HW Rack  Mounted  (2 units for  resiliency)  AIX and HW
                  Support (7 x 24) OFTP SW and support for 2 units OFTP  License
                  Fee for 2 units.

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.

<PAGE>


     ARTICLE 13.0 - MANAGEMENT ONLY OF CUSTOMER PROVIDED ROUTERS


13.1     SITA will  provide  the  following  management  services in
         relation to Customer-provided and SITA-approved Cisco routers in
         specific countries at the charges listed in Table 19 set forth
         below:

         (a)      Router configuration;
         (b)      Continuous service monitoring - remote router and Frame Relay
                  or X25 network link supervision;
         (c)      Fault diagnostics, and
         (d)      Technical software support.

                 ----------------------------------------------
                                   TABLE 19
                 ----------------------------------------------
                 ----------------- ----------------------------
                                         MONTHLY CHARGE
                 COUNTRY                    (IN USD)
                 ----------------- ----------------------------
                 ----------------- ----------------------------
                 Hong Kong              $ *** per router
                 ----------------- ----------------------------
                 ----------------- ----------------------------
                 Indonesia              $ *** per router
                 ----------------- ----------------------------

--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


<PAGE>



     ARTICLE 14.0 - GUARANTEED MINIMUM


14.1     Galileo is  required  to  purchase  from SITA under this  Agreement a
         specified  minimum  amount  of  Intranet Connect,   MDNS  and/or  Fram
         Relay Services(herein  referred  to as the  "International  Guaranteed
         Minimum  Term Commitment"). During the Initial Term, the International
         Guaranteed Minimum Term Commitment  is that  amount of such  Services
         that  would  cause the  aggregate charges for such  Services  to be
         equal to ***.  During any  renewal  term, the International Guaranteed
         Minimum Term Commitment is that amount of such Services that would
         cause the aggregate charges for such Services to be equal to ***.

14.2      The "Domestic USA  Guaranteed  Minimum  Payment" by Galileo under this
          Agreement will be Galileo's  migration  over a *** migration  period
          of at least ***.  If the  number of USA  connections  remain  less
          than ***  following  this migration  period,  the  charges  in Tables
          10 and 11 will not  apply  for the remainder of the term of this
          Agreement,  and domestic USA charges will be based on the NAM1 rates
          set forth in Tables 1, 7 and 8 during such remainder.

14.3     At the time of execution of this Agreement,  SITA was providing Galileo
         with SPOC (Single  Point of Contact) and IOC  (Intraconnect  Operations
         Center) personnel at Galileo's  premises in support of SITA's provision
         of  Intranet  Connect,  MDNS and Frame  Relay  Services.  If  Galileo's
         combined  spend on  Intranet  Connect,  MDNS and Frame  Relay  Services
         hereunder  falls below ***,  SITA  reserves the right to dissolve  this
         on-site  capability  and to relocate  such  functions to SITA  regional
         centers.  In the event of such  dissolution and relocation,  if Galileo
         requires the continuation of such on-site  capability,  Galileo may opt
         to pay SITA for  this  capability  on a time  and  material  basis,  at
         charges to be mutually agreed.


--------
*** Certain  terms have been  omitted  pursuant to a request for  confidential
treatment,  and the  omitted  portions  have  been  filed  separately  with  the
Securities  and  Exchange  Commission.


<PAGE>



     ARTICLE 15.0 - VALIDITY


15.1     Validity

         Galileo must sign this Agreement on or before 31 December 1999 in order
         for the pricing provided in this Pricing Schedule to be valid.


<PAGE>
Exhibit 10.28

                              Printed in U.S.A.

AMENDMENT TO AT&T CONTRACT TARIFF ATTACHMENT TO MASTER AGREEMENT BETWEEN AT&T
                                    CORP.
                      AND GALILEO INTERNATIONAL, L..L.C.


The AT&T  Contract  Tariff  Attachment  to the Master  Agreement  between AT&T
Corp.  ("AT&T")  and  Galileo  International,   L.L.C.   ("Customer"),   dated
December  28, 1998,  (the  "Attachment"),  whereby  Customer  ordered  certain
telecommunications  services  ("Services") from AT&T pursuant to AT&T Contract
Tariff No. 10906 (the "CT"), is hereby amended as set forth below:

1.    The CT shall be revised  consistent with the contract  tariff  revisions
      attached  hereto as Exhibit A. The  revisions to the CT are indicated by
      letter  symbols on the margins of Exhibit A, or by a notation at the top
      of a page that all material on that page is new.

2.    AT&T will file with the Federal  Communications  Commission  (the "FCC")
      revisions to the CT consistent with Exhibit A.

3.    This  Amendment  shall be subject to the filing and  effectiveness  with
      the FCC of the revisions to the CT. Upon such filing and  effectiveness,
      Services shall be furnished under the CT, as revised.

4.    Each  party,   by  signing  below,   acknowledges   that  it  has  read,
      understands  and  agrees  to the  provisions  of  this  Amendment.  Each
      individual  signing  below  represents  that  such  individual  is  duly
      authorized  to sign this  Amendment on behalf of the party for whom such
      individual is signing.

IN WITNESS  WHEREOF,  the parties have  entered into this  Amendment as of the
date fully executed below.


CUSTOMER:
GALILEO INTERNATIONAL, L.L.C.                                   AT&T CORP.

By:  /s/ Lori M. Tobin                                   By: R.J. Paliseno
Senior Manager, Purchasing                                District Manager
May 6, 1999                                                   May 11, 1999



AT&T COMMUNICATIONS                              CONTRACT TARIFF NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 1
Bridgewater, NJ  08807                           Cancels Originals Page 1
Issued:  May 21,1999                             Effective:   May 22, 1999

                         CONTRACT TARIFF NO. 10906

                                CHECK SHEET

The Title Page and Pages 1 through 25 inclusive  of this tariff are  effective
as of the date shown.  Original and revised  pages as named below  contain all
changes from the original tariff pages that are in effect on the date shown.

                                      Number            of            Revision
Number of Revision
                              Page      Except     as      Indicated      Page
Except as Indicated
                                1                                         1st*
16              1st*
                                7                                         1st*
24.1            Original*
                                9                                         1st*
24.2            Original*
                                14                                        1st*
24.3            Original*
                                15                                        1st*
25              1st*

*New or revised page

                             TABLE OF CONTENTS

                                                                     Page
Check Sheet........................................................   1
List of Concurring, Connecting and Other Participating Carriers....   1
Explanation of Symbols - Coding of Tariff Revisions................   1
Trademarks and Service Marks.......................................   2
Explanation of Abbreviations.......................................   2
General Provisions.................................................   3
Contract Summary...................................................   4

LIST OF CONCURRING, CONNECTING AND OTHER PARTICIPATING CARRIERS
Concurring Carriers - NONE
Connecting Carriers - NONE
Other Participating Carriers - NONE

EXPLANATION OF SYMBOLS - Coding of Tariff Revisions

Revisions to this tariff are coded  through the use of symbols.  These symbols
appear in the right margin of the page.  The symbols and their meanings are:

          R - to signify reduction.
          I - to signify increase.
          C - to signify changed regulation.
          T - to signify a change in text but no change in rate
              or regulation.
          S - to signify reissued matter.
          M - to signify matter relocated without change.
          N - to signify new rate or regulation.
          D - to signify discontinued rate or regulation.
          Z - to signify a correction.

Other  marginal  codes are used to direct the tariff  reader to a footnote for
specific  information.  Codes used for this  purpose are lower case letters of
the  alphabet,  e.g.,  x, y and z.  These  codes may  appear  beside  the page
revision  number in the page header or in the right margin  opposite  specific
text.

AT&T COMMUNICATIONS                              CONTRACT TARIFF NO. 10906
Adm. Rates and Tariffs                                  1st Revised Page 7
Bridgewater, NJ  08807                             Cancels Original Page 7
Issued:  May 21, 1999                             Effective:  May 22, 1999

5.Discounts (continued)

 B.  AT&T Private Line and AT&T Local Channel Services

  1.  The  Customer will receive the following  discounts,  each month, in lieu
of the  MultiService  Volume Pricing Plan (MSVPP)  discounts.  These  discounts
will be applied  in the same  manner as the MSVPP  discounts  as  specified  in
AT&T Tariff F.C.C. Nos.9 and 11, as amended from time to time.


   Service Components                                       Discount
   Domestic ASDS 9.6/56/64 kbps                                 25%
   Domestic ASDS 128 kbps and above                             40%
   Domestic DDS                                                 40%
   Domestic ACCUNET T1.5                                        55%
   Domestic ACCUNET T32                                         50%
   Domestic ACCUNET T45                                         50%
   Domestic ACCUNET Fractional T45                              55%
   AT&T VGLCs and AT&T DDLCs at speeds of 9.6 kbps & below      20%
   AT&T DDLCs at speeds of 56/64 kbps                           20%
   AT&T ACCUNET GDA at speeds of 9.6/56/64 kbps                 20%
   AT&T   Terrestrial   1.544  Mbps  Local  Channel  Service    20%
   (excluding the components in Section 5.C., following)

  2.  The  Customer  will also  receive the  following  discounts in any month
that the Customer's  undiscounted domestic charges for the MSVPP-eligible AT&T
Tariff  F.C.C.  Nos.9  and/or 11 service  components  provided  under this CT
exceed  $2,600,000.  This additional  discount will be determined based on the
total  undiscounted  domestic  monthly  charges as specified below and will be
applied to the entire  eligible  charges as specified  below for that month as
shown  in the  following  example:  If the  Customes  undiscounted  domestic
monthly  charges are  $3,000,000,  and the discount for the service  specified
below is 14%,  then the Customer  will  receive a discount  amount of $420,000
for  that  service  ($3,000,000  x  .14  =  $420,000).   The  amount  of  such
additional  discount,  if any,  will be applied as a credit to the  Customers
bill for the MSVPP-eligible  service  components  provided under this Contract
Tariff.


                                           MONTHLY DISCOUNTS
                                 ASDS at
                                 speeds   VGLCs,             Terrestrial
                                 of 9.6   DDLCs              1.544
Total Undiscounted               and      and      ACCUNET   Mbps
MSVPP-eligible                   56/64   ACCUNET   T1.5      Local
Domestic Charges                 kbps     GDA      Service   Channels   DDS
$0 up to $2,600,000                 0%      0%       0%         0%       0%
over $2,600,000 up to $4,000,000   15%     13%      14%        13%      13%
over $4,000,000                     0%      0%      0%          0%       0%


AT&T COMMUNICATIONS                              CONTRACT TARIFF NO. 10906
Adm. Rates and Tariffs                                  1st Revised Page 9
Bridgewater, NJ  08807                             Cancels Original Page 9
Issued:  May 21, 1999                             Effective:  May 22, 1999

5.  Discounts (continued)

 D.  AT&T InterSpan Frame Relay Services


C

  1.  The  Customer will receive a discount of 45%, each month, in lieu of the
FRVPP  discounts.  This  discount  will be applied to the sum of the  Domestic
Access Port  Monthly  Charges,  and to the  FRVPP-Eligible  FRS Charges in the
same manner as the FRVPP  discounts as specified in AT&T Tariff F.C.C.  No.4,
as amended from time to time.  This  discount does not apply to the Alaska PVC
Charges specified in Section 7., following.



  2.  The  Customer  will also  receive a 2%  discount  in any month  that the
Customer's  total  domestic and  international  FRVPP Eligible FRS Charges and
Domestic  Access  Ports  Charges  are at  least  $2,000,000.  This  additional
discount  will be  determined  based  on the  total  amount  of  domestic  and
international  FRVPP Eligible FRS Charges incurred by the Customer and will be
applied to the entire  eligible  charges for that month.  For example:  If the
Customer's total monthly domestic and  international  FRS charges and Domestic
Access Port  Charges are  $2,500,000,  the  Customer  will  receive a discount
amount of $50,000  ($2,500,000 x .02 = $50,000).  This discount does not apply
to the Alaska PVC Charges specified in Section 7., following.


AT&T COMMUNICATIONS                              CONTRACT TARIFF NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 14
Bridgewater, NJ  08807                            Cancels Original Page 14
Issued:  May 21, 1999                             Effective:  May 22, 1999


6.C.  Promotions, Credits and Waivers (continued)

  2.  Recurring Charges


   (a)  50% of the PRI Office Function recurring Monthly Charge.
   (b)  The   recurring   Monthly   Charges  for  each   ACCUNET  T1.5  Access
Connection,  M-24  Multiplexing  Office  Functions  and  ASDS  and DDS  Access
Connections as specified in AT&T Tariff F.C.C.  No.9, as amended from time to
time,  and Access  Coordination  Functions as specified in AT&T Tariff  F.C.C.
No. 11,  as  amended  from  time to time,  associated  with  AT&T  Terrestrial
1.544 Mbps  Local  Channel  Services,  64 kbps and below ACCUNET GDA and Voice
Grade Local  Channel  Services  and 64 kbps and below DDLC  Services  provided
under this CT, provided such service  components are associated  directly with
the  Services  provided  under this CT. There is no minimum  retention  period
associated with this waiver.
   (c)  The   recurring  Monthly  Charges  for  each  MSVPP-eligible   service
component   for  DDS  Subrate   Data   Multiplexors   and  ASDS  Subrate  Data
Multiplexors  (excluding  Access  Connections  to AT&T  Switched  Services) as
specified in AT&T Tariff F.C.C. No.9, as amended from time to time.
   (d)  The  recurring Monthly Charges for each Analog and Digital  Multipoint
Charge,  as  specified  in AT&T Tariff  F.C.C.  No. 9, as amended from time to
time,  for each  Customer  Premise on a local  channel  service  for which the
Access Coordination Function (ACF) is provided by AT&T.

  3.  Recurring, Nonrecurring and Usage Charges

   (a) Under  the  Term  Plan  Feature  Package:  The  $50.00  per 800  number
Monthly  Charge  is  waived.  The  maximum  total  charge  to be  paid  by the
Customer over this CT Term, for the $25.00 nonrecurring  Installation  Charge,
for each  installation  or  change  per 800  number,  is  $1,000  per  Billing
Account. There is no minimum retention period associated with this waiver.
   (b)  Split  Access Flexible Egress Routing (SAFER):  For AT&T SDN Services,
the per primary SDN central office  Special Access Line Grouping  nonrecurring
Installation  Charge  is  waived  for no more  than  25  Special  Access  Line
Groupings,  and the recurring  Monthly Charge per AT&T Terrestrial 1.544 Local
Channel or  equivalent  at the primary  SDN  central  office is waived for the
first 6 full billing months.  For AT&T MEGACOM 800 Services,  the nonrecurring
Installation  Charge  per 800 Number per  Customer  Location  is waived for no
more than 25 800 numbers.

  4.  Credits

   (a)  AT&T  will apply a credit of $89,400 to the Customer's bill in the 3rd
full billing  month  following the TSD. If the Customer  discontinues  this CT
for  any  reason  prior  to the  expiration  of  the  CT  Term  and  incurs  a
Termination  Charge as specified in Section  6.D.,  following,  AT&T will bill
the Customer,  at the time of discontinuance,  the entire amount of the credit
received.  Any such bill must be paid by the Customer within 30 days.

   (b)  During  year one of the CT Term,  AT&T will  apply a  $20,000  credit,
each month, to the Customer's bill.

AT&T COMMUNICATIONS                              CONTRACT TARIFF NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 15
Bridgewater, NJ  08807                            Cancels Original Page 15
Issued:  May 21, 1999                           Effective:  May 22, 1999

6.C.4.Credits (continued)

   (C) AT&T  will apply a credit of $134,100 in the 15th full  billing  month
following  the TSD and a credit of  $223,500  in the 27th,  39th and 51st full
billing  months  following the TSD provided  that: (i) the Customer is current
in all payments to AT&T and (ii) the Customer has  satisfied  the MARC for the
previous  year. If the Customer  discontinues  this CT for any reason prior to
the expiration of the CT Term and incurs a Termination  Charge as specified in
Section  6.D.3.,  following,  AT&T  will  bill  the  Customer,  at the time of
discontinuance,  the  entire  amount of the  credits  received.  Any such bill
must be paid by the Customer within 30 days.

   (d)  During  the first 12 months  following  the CISD for AT&T Private Line
Services,  AT&T will apply a quarterly  credit to the Customer's  AT&T Private
Line  Services  bill equal to $33.84 per DS0 access line in service each month
for the preceding three months in which the credit is to be applied,  provided
the DS0 access line is  associated  with the AT&T Digital  Data Local  Channel
Services  (DDLC) and AT&T ACCUNET  Generic  Digital  Access  Service  (GDA) at
speeds  of 56  kbps  and  below  provided  under  this  Contract  Tariff.  The
credit(s),  if any,  will be applied  in the 4th,  7th,  10th and 13th  months
following the CISD for the AT&T Private Line Services provided under this CT.

   (e)  AT&T  will apply a one-time  credit of $15,000 to the Customer's  bill
in the 3rd full billing month following the TSD.


   (f)  AT&T  will apply a credit of $250,000 to the Customer's AT&T InterSpan
Frame Relay  Services  bill in the 4th full billing  month  following the TSD.
If the Customer  discontinues  this CT for any reason prior to the  expiration
of the CT Term  and  incurs a  Termination  Charge  as  specified  in  Section
6.D.3.,   following,   AT&T   will   bill  the   Customer,   at  the  time  of
discontinuance,  the entire amount of the credit received.  Any such bill must
be paid by the Customer within 30 days.


   (g)  AT&T  will apply a credit,  not to exceed a total of $20,000  for each
year of the CT Term,  equal to the charges  associated  with the Recurring and
Nonrecurring Charges of any new AT&T Services not previously  subscribed to by
the  Customer  during  the CT Term  which are  provided  under  this  Contract
Tariff.  The credit,  if any, will be applied in the 13th,  25th and 36th full
billing months following the TSD.

 D.  Discontinuance-In  lieu of any Discontinuance With or Without Liability
provisions  that are  specified in the AT&T tariffs  referenced in Section 1.,
preceding, the following provisions shall apply.

  1.  The  Customer may  discontinue  this CT prior to the end of the CT Term,
provided the  Customer  replaces  this CT with other AT&T  Services or another
AT&T  CT for  AT&T  Tariffed  Interstate  Services  having:  (i) an  equal  or
greater new  annualized  MARC for the  "MARC-eligible  Services"  specified in
Section  3.,  preceding,  and (ii) a new term  equal  to or  greater  than the
remaining  term,  but not less than 3 years.  The Customer will also be billed
a Shortfall Charge equal to: the difference  between (1) the prorated MARC for
the year in which the  Customer  discontinues  and (2) the total of the actual
MARC-eligible  charges  incurred for that year,  provided the amount in (2) is
less than the amount in (1).


   Certain material previously found on this page can now be found on Page 16.

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 16
Bridgewater, NJ  08807                            Cancels Original Page 16
Issued:  May 21, 1999                             Effective:  May 22, 1999

6.D.Discontinuance (continued)


  2.  The  Customer may  discontinue  this CT in the 50th month  following the
TSD,  provided that the Customer has: (i)  satisfied at least  $86,400,000  in
"MARC-eligible"  charges at the time of discontinuance  and (ii) notifies AT&T
in  writing,   no  less  than  30  days  prior  to  the   effective   date  of
discontinuance.  If the  Customer  elects to  discontinue  this CT under  this
option,  the Customer  will not be  responsible  for  repayment of any credits
received or waived  nonrecurring  Installation  Charges  and waived  recurring
Monthly Charges, as specified in Section 6.C., preceding.

  3.  If  the  Customer  discontinues  this  CT  for  any  reason  other  than
specified in Section 6.D.1. or 6.D.2.,  above,  prior to the expiration of the
CT Term, a Termination  Charge will apply.  The Termination  Charge will be an
amount  equal  to 35% of the  unsatisfied  MARC  for  the  year in  which  the
Customer  discontinues  this CT and 35% of the MARC for each year remaining in
the CT  Term.  However,  the  Customer  will  also  be  billed  an  amount  as
specified in Sections 6.C.4.(a), (c) and (f), preceding.

 E.  Other  Requirements  - AT&T will provision up to twenty (20) Access Ports
per month (at speeds of 64 kbps and below)  within  twenty-two  (22)  calendar
days.

AT&T  will  provision  95%  of the  remaining  Access  Ports  (not  to  exceed
thirty-seven  (37) Access Ports per month) within  twenty-seven  (27) calendar
days.

AT&T will  provision  Access Ports in excess of those  specified  above within
the standard interval of thirty (30) calendar days.

The Customer  will  designate  each Access Port to be  provisioned  within the
twenty-two  (22) calendar day  interval,  the  twenty-seven  (27) calendar day
interval of the standard thirty (30) calendar day interval.


 F.  Availability - This  Contract  Tariff is available only to Customers who:
(1)  concurrently  order  this CT only  once,  either by the  Customer  or any
Affiliate  of the  Customer,  which  is any  entity  that  owns a  controlling
interest  in either the  Customer  or an  Affiliate  of the  Customer,  or any
entity in which a  controlling  interest is owned by either the Customer or an
Affiliate of the Customer and (2) ordered  service in a previous  availability
period or who orders  service  within 30 days after  May 22, 1999  for initial
installation  of the Services  Provided under this CT within 30 days after the
date ordered.

   Certain material on this page formerly appeared on Page 15.

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  Original Page 24.1
Bridgewater, NJ  08807
Issued:  May 21, 1999                             Effective:  May 22, 1999

                  ** All material on this page is new. **

7.H.  AT&T InterSpan Frame Relay Service Rates (continued)

   III.  AT&T  International  End-to-End (E2E) Frame Relay Service (FRS) - The
charges for E2E FRS consist of  Non-Recurring  Charges and Monthly Charges for
Domestic  Ports,  Global Ports,  Non-US Ports and E2E PVCs. An E2E FRS network
must contain at least one PVC  connecting  to a Domestic Port or a Global Port
in the US.

   A.  Non-US  Port - A Non-US  Port is  required  to connect to an E2E PVC in
the  international  locations  specified in Section  14.12.1.,  of AT&T Tariff
F.C.C. No. 4 as amended from time to time.

    1.  Non-US  Port Type I - Non-US Port Type I Ports are required to connect
E2E PVCs between  international  locations.  The following  Monthly  Recurring
Charges for Non-US Ports Type I will apply during the CT Term.

     (a)  Non-US Port Type I Recurring Charges Table:  Region 4


      Port          Monthly
      Speed        Charges:
      kbps         Region 4
    56/64        $  323.00
      128        $  538.00
      192        $  856.00
      256        $1,232.00
      384        $1,744.00
      512        $2,156.00
      768        $2,876.00
     1024        $3,424.00
     1536        $4,382.00
     1920        $5,478.00
     1984        $5,478.00
     2048        $5,478.00

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  Original Page 24.2
Bridgewater, NJ  08807
Issued:  May 21, 1999                             Effective:  May 22, 1999

                  ** All material on this page is new. **

7.H.III.A.  Non-US Port (continued)

   2.  Non-US  Port Type II - Provides  connection  capability within a single
country.  The  following  Monthly  Recurring  Charges for Non-US Ports Type II
will apply during the CT Term.

    (a)  Non-US Port Type II Recurring Charges Table:  Region A

      Port          Monthly
      Speed         Charges
      kbps         Region A
    56/64        $  306.00
      128        $  465.00
      192             N/A
      256        $  709.00
      384             N/A
      512        $1,052.00
      768             N/A
     1024        $1,626.00
     1536        $1,993.00
     1920        $1,993.00
     1984        $1,993.00
     2048        $1,993.00

   3.  E2E PVC - An E2E PVC is an end-to-end,  full channel logical connection
between  the  US and  an  international  location,  or  between  international
locations.  E2E PVCs are  available  only in a two-way  configuration.  An E2E
two-way PVC provides full two-way  connectivity.  E2E PVCs may be connected to
Domestic Ports or Global Ports in the US and to Non-US Ports in  international
locations.

    (a)  E2E PVC Recurring  Charges - The following  Recurring Monthly Charges
will  apply for each  1-Way  portion  of a 2-way E2E PVC as  specified  in the
following E2E PVC Recurring Charges Tables during the CT Term.

               E2E PVC Recurring Charges Table: Bands 2, 17, B

     E2E       1-Way E2E    1-Way E2E    1-Way E2E
     PVC      PVC Monthly  PVC Monthly  PVC Monthly
     CIR        Charges:     Charges:     Charges:
    kbps         Band 2      Band 17       Band B
     4        $   30.00    $   645.00   $    16.00
     8        $   48.00    $   846.00   $    22.00
    16        $   73.00    $ 1,097.00   $    34.00
    24        $   98.00    $ 1,398.00   $    42.00
    32        $  123.00    $ 1,640.00   $    50.00
    48        $  153.00    $ 2,090.00   $    58.00
 56/64        $  196.00    $ 2,370.00   $    66.50
    96        $  256.00    $ 3,183.00   $   101.00
   128        $  267.00    $ 3,586.00   $   117.00
   192        $  306.00    $ 5,039.00   $   175.00
   256        $  367.00    $ 6,004.00   $   234.00
   384        $  514.00    $ 8,907.00   $   351.00
   512        $  685.00    $11,822.00   $   467.00

AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                  Original Page 24.3
Bridgewater, NJ  08807
Issued:  May 21, 1999                             Effective:  May 22, 1999

                  ** All material on this page is new. **

7.H.  Rates (continued)

   IV.  Alaska  PVC - An  Alaska  PVC is a  logical  connection  to an  Alaska
location.  An Alaska PVC is a two-way  half  channel  PVC that  connects  to a
two-way half channel PVC  furnished by another  Carrier or  administration  in
Alaska to provide  full two-way  connectivity.  An Alaska PVC can be connected
to a Global or a Domestic Port.

 A.  Alaska PVC  Installation  Charges - The  following  Installation  Charges
will apply for the installation of each Alaska PVC during the CT Term.
                                    Installation
                                     Charge
                    per PVC          $0.00

 B.  Recurring  Charges - The  following  Recurring Monthly Charges will apply
for each Alaska PVC, during the CT Term.

                           Alaska PVC Charges Table

                            Alaska                              Alaska
                            Two-Way                             Two-Way
                            Half Channel                        Half Channel
                            PVC                                 PVC
                            Monthly                             Monthly
  PVC CIR                   Charge       PVC CIRkbps            Charge
  kbps

      4                        $36.30       448                   $543.40
      8                        $49.50       512                   $620.95
     16                        $90.20       576                   $697.95
     32                       $180.95       640                   $776.05
     48                       $270.05       704                   $853.60
  56/64                       $315.70       768                   $931.15
    128                       $346.50       832                 $1,008.70
    192                       $351.45       896                 $1,086.25
    256                       $360.80       960                 $1,164.35
    320                       $451.00      1024                 $1,241.90
    384                       $465.30


AT&T COMMUNICATIONS                              contract tariff NO. 10906
Adm. Rates and Tariffs                                 1st Revised Page 25
Bridgewater, NJ  08807                            Cancels Original Page 25
Issued:  May 21, 1999                             Effective:  May 22, 1999

7.  Rates (continued)

 I.  AT&T  Private Line Services - The following  AT&T Private Line rates will
apply during the CT Term,  in lieu of those  specified  in AT&T Tariff  F.C.C.
No. 9.

  1.  ACCUNET Spectrum of Digital Services

   (a)  Inter Office Channel
                                                  MONTHLY CHARGES
                          Mileage                   PER CHANNEL
                           Band       USOC      Fixed     Per Mile
   per 9.6 kbps IOC         1+        1LNVX     $230.00     $0.29
   per 56/64 kbps IOC       1+        1LNVX     $230.00     $0.29

  2.  AT&T ACCUNET T1.5 Service



   (a) Inter Office Channel
                                                  MONTHLY CHARGES
                          Mileage                   PER CHANNEL
                           Band       USOC        Fixed     Per Mile
   per 1.5 Mbps IOC         1+        1LNVX     $3,500.00    $3.95


<PAGE>
Exhibit 10.28

                             Printed in U.S.A.
  SECOND AMENDMENT TO AT&T CONTRACT TARIFF ATTACHMENT TO MASTER AGREEMENT
                            BETWEEN AT&T CORP.
                    AND GALILEO INTERNATIONAL, L..L.C.


The AT&T Contract Tariff  Attachment to the Master  Agreement  between AT&T
Corp.  ("AT&T")  and  Galileo  International,  L.L.C.  ("Customer"),  dated
December 28, 1998, (the  "Attachment"),  whereby  Customer  ordered certain
telecommunications   services  ("Services")  from  AT&T  pursuant  to  AT&T
Contract Tariff No. 10906 (the "CT"), is hereby amended as set forth below:

1.    The  CT  shall  be  revised   consistent  with  the  contract  tariff
      revisions  attached  hereto as Exhibit A. The revisions to the CT are
      indicated  by letter  symbols  on the  margins  of Exhibit A, or by a
      notation at the top of a page that all material on that page is new.

2.    AT&T  will  file  with the  Federal  Communications  Commission  (the
      "FCC") revisions to the CT consistent with Exhibit A.

3.    This Amendment shall be subject to the filing and effectiveness  with
      the  FCC  of  the   revisions   to  the  CT.  Upon  such  filing  and
      effectiveness, Services shall be furnished under the CT, as revised.

4.    Each  party,  by  signing  below,  acknowledges  that  it  has  read,
      understands  and agrees to the  provisions  of this  Amendment.  Each
      individual  signing  below  represents  that such  individual is duly
      authorized  to sign  this  Amendment  on behalf of the party for whom
      such individual is signing.

IN WITNESS WHEREOF,  the parties have entered into this Amendment as of the
date fully executed below.


CUSTOMER:
GALILEO INTERNATIONAL, L.L.C.                                         AT&T


By:  /s/  Lori M. Tobin                             By:  /s/ R.J. Paliseno
Senior Manager, Purchasing                                District Manager
July 23, 1999                                                July 27, 1999

AT&T COMMUNICATIONS                              CONTRACT TARIFF NO. 10906
Adm. Rates and Tariffs                                  2nd Revised Page 1
Bridgewater, NJ  08807                             Cancels Original Page 1
Issued:  July 29, 1999                           Effective:  July 30, 1999


                         CONTRACT TARIFF NO. 10906

                                CHECK SHEET

The  Title  Page and  Pages 1  through  25  inclusive  of this  tariff  are
effective as of the date shown.  Original and revised  pages as named below
contain all changes  from the  original  tariff pages that are in effect on
the date shown.

                                      Number          of           Revision
Number of Revision
                              Page     Except     as     Indicated     Page
Except as Indicated
                                1                                      2nd*
16              2nd*
                                7                                      2nd*
24.1            Original
                                9                                       1st
24.2            Original
                                14                                      1st
24.3            Original
                                15                                      1st
25              1st

*New or revised page

                             TABLE OF CONTENTS

                                                                     Page
Check Sheet........................................................   1
List of Concurring, Connecting and Other Participating Carriers....   1
Explanation of Symbols - Coding of Tariff Revisions................   1
Trademarks and Service Marks.......................................   2
Explanation of Abbreviations.......................................   2
General Provisions.................................................   3
Contract Summary...................................................   4

LIST OF CONCURRING, CONNECTING AND OTHER PARTICIPATING CARRIERS
Concurring Carriers - NONE
Connecting Carriers - NONE
Other Participating Carriers - NONE

EXPLANATION OF SYMBOLS - Coding of Tariff Revisions

Revisions  to this  tariff  are coded  through  the use of  symbols.  These
symbols  appear in the right  margin of the  page.  The  symbols  and their
meanings are:

          R - to signify reduction.
          I - to signify increase.
          C - to signify changed regulation.
          T - to signify a change in text but no change in rate
              or regulation.
          S - to signify reissued matter.
          M - to signify matter relocated without change.
          N - to signify new rate or regulation.
          D - to signify discontinued rate or regulation.
          Z - to signify a correction.

Other  marginal  codes are used to direct the  tariff  reader to a footnote
for  specific  information.  Codes  used for this  purpose  are lower  case
letters of the  alphabet,  e.g.,  x, y and z. These codes may appear beside
the  page  revision  number  in the  page  header  or in the  right  margin
opposite specific text.


AT&T COMMUNICATIONS                              CONTRACT TARIFF NO. 10906
Adm. Rates and Tariffs                                  2nd Revised Page 7
Bridgewater, NJ  08807                             Cancels Original Page 7
Issued:  July 29, 1999                           Effective:  July 30, 1999

5.  Discounts (continued)

 B.  AT&T Private Line and AT&T Local Channel Services

  1.  The  Customer will receive the  following  discounts,  each month,  in
lieu of the  MultiService  Volume  Pricing  Plan  (MSVPP)  discounts.  These
discounts  will be  applied  in the same  manner as the MSVPP  discounts  as
specified  in AT&T  Tariff  F.C.C.  Nos.9 and 11, as  amended  from time to
time.

   Service Components                                       Discount
   Domestic ASDS 9.6/56/64 kbps                                 25%
   Domestic ASDS 128 kbps and above                             40%
   Domestic DDS                                                 40%
   Domestic ACCUNET T1.5                                        55%
   Domestic ACCUNET T32                                         50%
   Domestic ACCUNET T45                                         50%
   Domestic ACCUNET Fractional T45                              55%
   AT&T VGLCs and AT&T DDLCs at speeds of 9.6 kbps & below      20%
   AT&T DDLCs at speeds of 56/64 kbps                           20%
   AT&T ACCUNET GDA at speeds of 9.6/56/64 kbps                 20%
   AT&T   Terrestrial   1.544  Mbps  Local  Channel  Service    20%
   (excluding the components in Section 5.C., following)

  2.  The  Customer will also receive the following  discounts in any month
that the Customer's  undiscounted  domestic charges for the  MSVPP-eligible
AT&T Tariff F.C.C.  Nos.9 and/or 11 service components provided under this
CT exceed  $2,600,000.  This additional  discount will be determined  based
on the total  undiscounted  domestic monthly charges as specified below and
will be applied to the entire eligible  charges as specified below for that
month as shown in the following  example:  If the  Customer's  undiscounted
domestic  monthly charges are $3,000,000,  and the discount for the service
specified  below is 14%, then the Customer  will receive a discount  amount
of $420,000 for that service  ($3,000,000 x .14 = $420,000).  The amount of
such  additional  discount,  if any,  will be  applied  as a credit  to the
Customer's bill for the MSVPP-eligible  service  components  provided under
this Contract Tariff.

                                           MONTHLY DISCOUNTS
                                 ASDS at
                                 speeds   VGLCs,             Terrestrial
                                 of 9.6   DDLCs              1.544
Total Undiscounted               and      and      ACCUNET   Mbps
MSVPP-eligible                   56/64   ACCUNET   T1.5      Local
Domestic Charges                 kbps     GDA      Service   Channels   DDS
$0 up to $2,600,000                 0%      0%       0%         0%       0%
over $2,600,000 up to $8,000,000   15%     13%      14%        13%      13%
over $8,000,000                     0%      0%      0%          0%       0%


AT&T COMMUNICATIONS                              CONTRACT TARIFF NO. 10906
Adm. Rates and Tariffs                                 2nd Revised Page 16
Bridgewater, NJ  08807                            Cancels Original Page 16
Issued:  July 29, 1999                           Effective:  July 30, 1999
AT&T COMMUNICATIONS                              contract tariff NO. 10906


6.D.  Discontinuance (continued)

  2.  The  Customer may discontinue this CT in the 50th month following the
TSD,  provided that the Customer  has: (i)  satisfied at least  $86,400,000
in "MARC-eligible"  charges at the time of discontinuance and (ii) notifies
AT&T in  writing,  no less  than 30 days  prior  to the  effective  date of
discontinuance.  If the Customer  elects to discontinue  this CT under this
option,  the Customer will not be responsible  for repayment of any credits
received or waived nonrecurring  Installation  Charges and waived recurring
Monthly Charges, as specified in Section 6.C., preceding.

  3.  If  the  Customer  discontinues  this CT for any  reason  other  than
specified in Section 6.D.1.  or 6.D.2.,  above,  prior to the expiration of
the CT Term, a Termination  Charge will apply. The Termination  Charge will
be an  amount  equal to 35% of the  unsatisfied  MARC for the year in which
the  Customer  discontinues  this  CT and 35% of the  MARC  for  each  year
remaining  in the CT Term.  However,  the  Customer  will also be billed an
amount as specified in Sections 6.C.4.(a), (c) and (f), preceding.

 E.  Other  Requirements  - AT&T will  provision  up to twenty  (20) Access
Ports per month (at speeds of 64 kbps and  below)  within  twenty-two  (22)
calendar days.

AT&T  will  provision  95% of the  remaining  Access  Ports  (not to exceed
thirty-seven  (37)  Access  Ports  per  month)  within   twenty-seven  (27)
calendar days.

AT&T will provision  Access Ports in excess of those specified above within
the standard interval of thirty (30) calendar days.

The Customer will designate  each Access Port to be provisioned  within the
twenty-two (22) calendar day interval,  the twenty-seven  (27) calendar day
interval of the standard thirty (30) calendar day interval.




 F.  Availability - This  Contract  Tariff is  available  only to Customers
who: (1)  concurrently  order this CT only once,  either by the Customer or
any Affiliate of the Customer,  which is any entity that owns a controlling
interest in either the  Customer or an Affiliate  of the  Customer,  or any
entity in which a  controlling  interest is owned by either the Customer or
an  Affiliate  of the  Customer  and  (2)  ordered  service  in a  previous
availability   period  or  who   orders   service   within  30  days  after
July 30, 1999 for initial  installation of the Services Provided under this
CT within 30 days after the date ordered.



   Certain material on this page formerly appeared on Page 15.
<PAGE>
<TABLE>


COMPUTATION OF EARNINGS PER SHARE                                                   Exhibit 11.1
    (in thousands, except per share data)


                                                            1999         1998          1997
                                                        -----------   ----------   ----------

<S>                                                         <C>          <C>           <C>
Average shares issued (proforma for 1997)                   104,899      104,807       95,000
Effect of dilutive options and restricted stock                 673          390           24
Treasury stock                                               (6,758)         (11)           -
                                                        -----------   ----------   ----------
    Total                                                    98,814      105,186       95,024
                                                        ===========   ==========   ==========

Income before income taxes as reported                    $ 361,272   $  325,481   $  205,613
Income taxes (proforma for 1997)                            143,064      129,867       82,245
Net income to common stockholders (proforma for 1997)       218,208      195,614      123,368
                                                        ===========   ==========   ==========

Earnings per common share:
    Basic earnings per share (proforma for 1997)               2.22         1.87         1.30
                                                        ===========   ==========   +=========
    Diluted earnings per share (proforma for 1997)             2.21         1.86         1.30
                                                        ===========   ==========   ==========

</TABLE>




<PAGE>
<TABLE>

                                                                                   Exhibit 21.1
                                  GALILEO INTERNATIONAL, INC.
                                   Schedule of Subsidiaries
                                                                                Place of
                                                                                Organization/
Name and Business Address of Subsidiary   Ownership                             Incorporation
---------------------------------------   ---------                             -------------
<S>                                       <C>                                   <C>
Apollo Galileo Mexico S.A. de C.V.        99% Apollo Galileo USA Partnership    Mexico
Edificio Corporativo Polanco              1% Habinus Trading Corporation
Jaime Balmes #8
Mezannine 7y8
Col. Los Morales Polanco
11570 Mexico D.F.C.P.
 MEXICO

Apollo Galileo USA Partnership            99% Apollo Galileo USA Sub I, Inc.    Delaware,
9700 W. Higgins Road, Ste. 400            1% Apollo Galileo USA Sub II, Inc.    United States
Rosemont, Illinois 60018 USA

Apollo Galileo USA Sub I, Inc.            100% Galileo International, L.L.C.    Delaware,
9700 W. Higgins Road, Ste. 400                                                  United States
Rosemont, Illinois 60018 USA

Apollo Galileo USA Sub II, Inc.           100% Galileo International, L.L.C.    Delaware,
9700 W. Higgins Road, Ste. 400                                                  United States
Rosemont, Illinois 60018 USA

Covia Canada Partnership Corp.            100% Galileo International, L.L.C.    Canada
C/o Fasken Martineau DuMoulin
Toronto Dominion Bank Tower, Box 20, Ste. 4200
Toronto-Dominion Center
Toronto, Ontario M5K 1N6 CANADA

Distribution Systems                      100% Galileo BA, Inc.                 Delaware,
9700 W. Higgins Road, Stuite 400                                                United States
Rosemont, Illinois  60018 USA

GIO Services, L.L.C.                      100% Galileo International, L.L.C.    Delaware,
9700 W. Higgins Road, Suite 400                                                 United States
Rosemont, Illinois  60018 USA

Galileo Acquisition Co.                   100% Galileo International, Inc.      Delaware,
9700 W. Higgins Road, Suite 400                                                 United States
Rosemont, Illinois  60018  USA


Galileo Asia Limited                      100% Galileo International, L.L.C.    Delaware,
9700 W. Higgins Road, Ste. 400                                                  United States
Rosemont, Illinois 60018 USA

Galileo BA, Inc.                          100% Galileo International, Inc.      Delaware,
9700 W. Higgins Road, Suite 400                                                 United States
Rosemont

Galileo Belgium S.A.                      99% The Galileo Company               Belgium
Boulevard du Regent Iaan 54, Fifth Floor  1% Galileo France SARL
1000 Brussels, BELGIUM

Galileo Brasil Limited                    100% Galileo International, L.L.C.    Delaware,
9700 W. Higgins Road, Ste. 400                                                  United States
Rosemont, Illinois 60018 USA

Galileo Canada Holding Inc.               100% Galileo International, Inc.      Canada
C/o Fasken Martineau DuMoulin
Toronto Dominion Bank Tower, Box 20, Ste. 4200
Toronto-Dominion Center
Toronto, Ontario M5K 1N6 CANADA

Galileo Canada Two Inc.                   100% Galileo Canada Holding Inc.      Canada
C/o Fasken Martineau DuMoulin
Toronto Dominion Bank Tower, Box 20, Ste. 4200
Toronto-Dominion Center
Toronto, Ontario M5K 1N6 CANADA

Galileo Canada Distribution Systems Inc.  100% Galileo Canada Holding Inc.      Canada
3330 Front Street W. 7th
Toronto, Ontario M5V 3B7 CANADA

Galileo Canada ULC                        100% Galileo International, Inc.      Nova Scotia,
c/o Stewart McKelvey Stirling Scales                                            Canada
1959 Upper Water Street
P.O. Box 997
Halifax, Nova Scotia B3J 2X2
CANADA

Galileo Deutschland GmbH                  100% The Galileo Company              Germany
Dusseldorfer Strasse 4-8
60329 Frankfurt
GERMANY



Galileo do Brasil & Cia                   99% Galileo Latin America, L.L.C.     Brazil
Avenida Paulista                          1 % Galileo Brasil Limited
475-8       Andar
Edificia Kyoei
CEP 01311-908
Sao Paulo - SP
BRAZIL

Galileo Espana, S.A.                      100% The Galileo Company              Spain
Peonias 2
Edificio Piovera Azul
28042 Madrid
SPAIN

Galileo France SARL                       100% The Galileo Company              France
7/13 Paul-Emile Victor
92521 Neuilly-sur-Seine Cedex
FRANCE

Galileo International B.V.                100% Galileo International, Inc.      The Netherlands
World Trade Centre, Amsterdam Airport
Schiphol Boulevard 249, 1118 BH Luchthaven
Schiphol, THE NETHERLANDS

Galileo International, L.L.C.             100% Galileo International, Inc.      Delaware,
9700 W. Higgins Road, Ste. 400                                                  United States
Rosemont, Illinois 60018 USA

Galileo International Limited             100% The Galileo Company              United Kingdom
Galileo House
2 Windsor Dials
Windsor, Berkshire SL 1RS
UNITED KINGDOM

Galileo International Services, Inc.      100% Apollo Galileo USA Partnership   Delaware,
Gasheka Street 7 Ste. 900                                                       United States
Moscow 123056
RUSSIA

Galileo Latin America, L.L.C.             99% Galileo International, L.L.C.     Delaware,
9700 W. Higgins Road, Ste. 400            1% Galileo Brasil Limited             United States
Rosemont, Illinois 60018 USA



Galileo Nederland B.V.                    100% Galileo International, Inc.      The Netherlands
Netpunusstraat 35
2132 JA Hoofddorp
P.O. Box 3064, 2139KB
THE NETHERLANDS

Galileo Nordiska AB                       100% Galileo International, Inc.      Sweden
Oxoorgsgatan
P.O. Box 7512
10392 Stockholm
SWEDEN

Galileo Portugal Limited                  100% The Galileo Company              United Kingdom
Edif. Amadeu Souza Cardosa
Alameda Antonio Sergio 22 - 3 A
Mira Flores
1498-132 ALGES
PORTUGAL

Galileo Switzerland AG                    100% Galileo International, Inc.      Switzerland
Grindelstrasse 6
8303 Basserdorf
SWITZERLAND

Galileo Technologies, Inc.                100% Galileo International, L.L.C.    Delaware,
9700 W. Higgins Road, Ste. 400                                                  United States
Rosemont, Illinois 60018 USA

Galileo Venezuela, C.A.                   99% Galileo International, Inc.       Venezuela
Av. Francisco de Miranda                  1% Galileo International, L.L.C.
Torre Provincial, Torre A
Piso 7, Oficinia 71, Chacao 1060
Caracas
VENEZUELA

Magellen Technologies, Inc.               100% Galileo International, Inc.      Delaware,
9700 W. Higgins Road, Ste. 400                                                  United States
Rosemont, Illinois 60018 USA

The Galileo Company                       99% Galileo International, L.L.C.     United Kingdom
Galileo Europe                            1% Non-GI Entities
2 Windsor Dials
Arthur Road
Windsor, Berkshire, SL4 1RS
UNITED KINGDOM

S.D. Shepherd Systems, Inc.               100% Galileo International, Inc.      Delaware,
1401 Manatee Ave., W., Ste. 1000                                                United States
Bradenton, FL 34205
</TABLE>


<PAGE>

                                                                   Exhibit 23.1
                                   Consent of KPMG LLP

The Board of Directors
Galileo International, Inc.:

We consent to the incorporation by reference in the registration statements (No.
333-71507,   No.   333-55767   and  No.   333-77421)  on  Form  S-8  of  Galileo
International,  Inc. of our report dated  January 31,  2000,  except for Note 15
which is as of February 8, 2000, relating to the consolidated  balance sheets of
Galileo  International,  Inc. and subsidiaries as of December 31, 1999 and 1998,
and the related  consolidated  statements of income,  stockholders'  equity, and
cash flows for each of the years in the  three-year  period  ended  December 31,
1999,  which report  appears in the December 31, 1999 annual report on Form 10-K
of Galileo International, Inc.





Chicago, Illinois
March 8, 2000