<PAGE>


THIS AGREEMENT HAS CONFIDENTIAL PORTIONS OMITTED, WHICH PORTIONS HAVE BEEN 
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED 
PORTIONS ARE INDICATED IN THIS AGREEMENT WITH "[TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED]."



                                                                  EXECUTION COPY
                                                                                
                                                                                


                                 SERVICES AGREEMENT



                                      between



                            TELESERVICE RESOURCES, INC.



                                        and



                               THE SABRE GROUP, INC.





                            Effective as of July 1, 1996



                                       1

<PAGE>

                                 SERVICES AGREEMENT


       THIS SERVICES AGREEMENT, effective as of July 1, 1996 (the 
"Agreement") between TELESERVICE RESOURCES, INC., a Delaware corporation 
("Customer") and THE SABRE GROUP, INC., a Delaware corporation ("TSG").

                               W I T N E S S E T H :

       WHEREAS, TSG is engaged in the business of providing certain 
management and information processing services, including, but not limited 
to, systems development services, systems integration services, management of 
telecommunications systems, computer operation services, facilities 
management services, hardware and software maintenance services and related 
systems and services; and

       WHEREAS, Customer and TSG desire to enter into a services agreement 
pursuant to which TSG shall provide to Customer the services described in 
this Agreement, on the terms and subject to the conditions set forth herein.

       NOW, THEREFORE, in consideration of the foregoing and the covenants 
and agreements set forth herein, the Parties hereto hereby agree as follows:

                                     ARTICLE I
                                    DEFINITIONS

       1.1     DEFINITIONS.  All defined terms used in this Agreement shall 
have the meanings set forth in Schedule 1.1.  Schedule 1.1 also sets forth 
various interpretive matters for this Agreement.

       1.2     SCHEDULES.  When this Agreement refers to a Schedule, such 
Schedule is deemed incorporated herein by reference for all purposes.  All 
Schedules, as agreed to on or after the Effective Date, shall be deemed 
incorporated herein upon the complete execution thereof.

                                     ARTICLE II
                                        TERM

       2.1     TERM.  Unless earlier terminated as provided herein, the term 
of this Agreement (the "TERM") shall commence on the Effective Date and shall 
end on the Expiration Date.  

       2.2     EXTENSIONS OF THE TERM.  The Term shall be automatically 
extended for successive [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
periods after the Expiration Date, unless either Party gives written notices 
of its intent not to renew the Agreement at least one hundred twenty (120) 
days prior to the date on which the Term or the then-current renewal period 
(as applicable) expires.  Notwithstanding the above, if Customer and TSG 
become disaffiliated, either party shall have the option, in its sole and 
absolute discretion, at any time six (6) months following the disaffiliation 
to terminate this Agreement by giving six (6) months prior written notice to 
the other Party; provided, however, that prior to the Expiration Date TSG may 

                                       1

<PAGE>

not terminate (except for breach pursuant to Section 20.1) Services provided 
hereunder to the extent such Services are required for Customer to continue 
support of American Airlines, Inc.

                                    ARTICLE III
                                      SERVICES

       3.1     SERVICES.  Subject to the terms and conditions of this 
Agreement, TSG shall perform the Services described in Schedule 3.1 for 
Customer.  

       3.2     CHANGES TO SCOPE OF SERVICES.  In the event that Customer 
wishes to request modifications in the Services, including additions, 
deletions and rearrangements thereof, Customer shall submit such requests to 
TSG in writing. TSG will endeavor to within sixty (60) days (or such shorter 
time as is reasonably practicable) from receipt of Customer's written request 
for any such modification, determine the feasibility of such request and 
provide Customer with a good faith estimate of the costs, if any, to Customer 
of such modifications.  Upon mutual written agreement of the Parties, TSG 
shall be responsible for implementing modification requests and Customer 
shall pay the agreed charges, if any.  TSG will not be required to make any 
such modifications prior to the mutual execution of any such written 
agreement, and will continue to provide Services to Customer on the same 
basis as TSG did prior to Customer's request until such a written agreement 
is mutually executed.

       3.3     MANAGEMENT OF TSG RESOURCES.

       TSG shall have the right to manage all TSG resources used in providing 
the Services.

                                     ARTICLE IV
                           AUTHORIZATION OF NEW SERVICES;
                                 RELATED DOCUMENTS

       4.1     PROCEDURES.  Any and all New Services, shall be authorized and 
directed as set forth below:  

               (a)    Customer may deliver to TSG one or more New Service 
Requests.  After receipt of a New Service Request, TSG shall prepare and 
deliver to Customer a proposal in response thereto as promptly as reasonably 
practicable.  If TSG plans to charge Customer for preparation of any such 
proposal, it will so inform Customer in writing together with an estimate of 
the charges for preparation of the proposal.  If TSG's estimate is accepted 
by Customer in writing, TSG shall then promptly commence preparation of the 
proposal. TSG may also prepare, on TSG's own initiative, and not in response 
to a New Service Request, New Service proposals for Customer's review; 
provided that TSG will not charge Customer for any fee or expense related to 
the preparation of such proposals, except upon the written consent of 
Customer. 

               (b)    After receipt of a New Service proposal, Customer shall 
notify TSG in writing whether Customer desires to proceed at Customer's sole 
discretion with the work as specified therein or upon some modified basis.  

                                       2

<PAGE>

               (c)    Upon Customer's acceptance of the terms of any New 
Service proposal, Customer and TSG shall execute a supplement to this 
Agreement reflecting mutually agreed terms and conditions (a "SERVICES 
SUPPLEMENT"), all of which shall be incorporated in this Agreement by 
reference.  After execution of any Services Supplement, TSG shall proceed 
with the work specified therein upon the terms and conditions set forth 
therein and in this Agreement.

       4.2     NEW SERVICES. Customer will allow TSG the same rights and 
opportunities to bid on any New Services [TEXT OMITTED - CONFIDENTIAL 
TREATMENT REQUESTED] as it provides to any other prospective provider of such 
New Services.  If TSG chooses to bid on the New Services, Customer shall 
award such New Services to TSG if TSG's bid is as favorable, in Customer's 
reasonable discretion, to Customer (in terms of cost, terms, functionality 
and time to market) as the best bid Customer receives. 

       4.3     EXPIRATION ASSISTANCE BY TSG.  For a period of no more than 
one hundred and twenty (120) days before the Expiration Date or termination 
of any of the Services pursuant to Sections 2.2 or 20.1 (each period referred 
to as the "EXPIRATION TRANSITION PERIOD"), TSG will provide to Customer or 
its designee any and all expiration assistance reasonably requested by 
Customer to facilitate the orderly transfer of responsibility for the 
applicable Services to Customer or its designee.  If the assistance requires 
TSG to utilize resources or incur expenses in addition to those regularly 
utilized in the performance of the Services, it shall so inform Customer in 
writing and indicate any supplemental charges to Customer for such resources. 
If accepted by Customer in writing, TSG will provide such incremental 
services and Customer will pay TSG for such incremental assistance on a time 
and materials basis at TSG's then-current rates for the Services performed 
hereunder and reimburse TSG for all additional expenses incurred by TSG in 
the performance of the expiration assistance.  Prior to providing any of the 
foregoing expiration assistance to a Customer designee, TSG shall be entitled 
to receive from such designee, in form and substance reasonably acceptable to 
TSG, assurances that (i) such designee will maintain at all times the 
confidentiality of any TSG proprietary information, Software or materials 
disclosed or provided to, or learned by, such designee in connection 
therewith, (ii) such designee will use such information, Software or 
materials exclusively for purposes for which Customer is authorized to use 
such information, Software or materials pursuant to this Agreement, and (iii) 
all fees and incremental charges due hereunder will be timely paid.  Upon 
Customer's request, TSG shall provide consultation services for at least 
sixty (60) days after expiration of any Expiration Transition Period, to be 
charged by TSG at TSG's then-current published standard rates for similar 
services.

                                     ARTICLE V
                                 SERVICE LOCATIONS

       The charges set forth in this Agreement are based on the assumption that
Services will continue to be provided by TSG to Customer at Customer's
operations and service locations in existence as of July 1, 1998 as identified
in Schedule 5.1 (the "SERVICE LOCATIONS").  Nothing in this Agreement shall
prevent Customer from changing, consolidating, eliminating or adding after July
1, 1998 any Service 

                                       3

<PAGE>

Locations, provided Customer will endeavor to provide TSG with at least one 
hundred and twenty (120) days prior written notice before any such change, 
consolidation, elimination or addition.  If any such change, consolidation, 
elimination or addition causes no more than a de minimis increase in costs to 
TSG in the continuing performance of the Services, then there will be no 
adjustment in the charges hereunder.  If, on the other hand, any such change, 
consolidation, elimination or addition causes more than a de minimis increase 
in costs to TSG in the continuing performance of the Services, TSG will 
promptly provide Customer with a good faith estimate of the timing, costs and 
expenses of making such change, consolidation, elimination or addition.  TSG 
will make such change consolidation, elimination or addition upon Customer's 
written approval of such estimate.

                                     ARTICLE VI
                                   PROJECT STAFF

       6.1     TSG SUBCONTRACTORS.  TSG may utilize subcontractors during the 
Term, subject to TSG remaining primarily liable for the performance of the 
Services and such subcontractors agreeing in writing to maintaining the 
confidentiality of Customer Data in accordance with Section 14.1.  TSG will 
manage and monitor the performance of any such subcontractors.  

       6.2     MANAGERIAL CONTROL.  TSG shall have complete managerial 
control over its employees.  TSG shall have sole responsibility for 
selection, supervision, daily direction and control of the work of, and may 
dismiss, replace or reassign at any time, any member of the project staff 
hereunder.
       
       6.3     INFORMATION SERVICES CONTRACT MANAGER.  Customer shall appoint 
a contract coordinator to implement this Agreement (the "INFORMATION SERVICES 
CONTRACT MANAGER" or "ISCM").  The ISCM's responsibilities shall be to (a) 
serve as primary point of contact for TSG, (b) be responsible for the 
implementation, management and enforcement of the Agreement on behalf of 
Customer, and (c) supervise performance of Customer's obligations under the 
Agreement.  Customer will notify TSG in writing of its appointment of an ISCM 
and his/her successors. 

                                    ARTICLE VII
                                CUSTOMER OBLIGATIONS

       7.1     SERVICES AND OTHER OBLIGATIONS.  During the Term, Customer 
will provide TSG with all necessary and reasonable resources, information, 
direction and other assistance, as may be requested by TSG from time to time, 
in connection with the Services.  TSG's nonperformance of its obligations 
hereunder will be excused to the extent caused by Customer's failure to 
timely provide such necessary and reasonable resources, information, 
direction and other assistance.

       7.2     CUSTOMER FACILITIES AND RELATED SERVICES.  During the Term, 
for Services performed by TSG on-site at Customer's facilities, Customer 
shall provide to TSG, at no cost to TSG, such access to and use of adequate 
space and facilities required for performance of the Services (collectively, 
the "CUSTOMER FACILITIES SPACE") for so long as and to the extent that the 
Customer Facilities Space is reasonably required by TSG to effectively 
perform the Services. Customer will also provide, at Customer's expense, all 
utilities, required internal cabling and electrical installations for TSG at 
the 

                                       4

<PAGE>

Customer Facilities Space and any Service Location in which the Services will 
be performed. Customer will provide TSG with legal and physical access to 
Customer's Facilities Space twenty-four (24) hours a day, seven (7) days a 
week, for purposes of performing the Services.  Customer represents to TSG 
that all facilities provided by Customer under this Agreement are and shall 
remain free of health and safety hazards.  At all times when TSG uses space 
and related utilities and services in any Customer Facilities Space, TSG 
shall comply with the customary and reasonable policies governing access to 
and use of the facilities in effect from time to time, provided, however, 
that such policies shall not discriminate with respect to TSG or its 
employees, agents or contractors.

       7.3     CUSTOMER RESALE OR PASS-THROUGH OF SERVICES. Neither Customer 
nor its Affiliates may resell or otherwise provide any of the Services 
provided hereunder by TSG to any Person other than a Subsidiary of Customer, 
without the prior written consent of TSG. 

       7.4     INSURANCE. During the Term, Customer shall procure and 
maintain with insurers of recognized financial responsibility, Comprehensive 
General Liability Insurance coverage, including contractual liability 
coverage pertaining to the indemnification obligations of Customer under 
Article XVII of this Agreement, with limits of not less than [TEXT OMITTED - 
CONFIDENTIAL TREATMENT REQUESTED], combined single limit per occurrence.  If 
Customer and TSG are not Affiliates, Customer shall annually provide TSG with 
evidence of such coverage with the following special provisions:

       1.      The insurer(s) shall accept and insure Customer's indemnification
               and hold harmless requirements pursuant to Article XVII of this
               Agreement.
       
       2.      Each of the TSG Indemnified Parties shall be included as an
               additional insured, to the extent of the Customer's
               indemnification and hold harmless obligations hereunder. 
       
       3.      The insurer(s) shall waive any rights of subrogation they may or
               could have against any of the TSG Indemnified Parties, to the
               extent of the Customer's indemnification and hold harmless
               obligations hereunder.
       
       4.      Such policy(ies) shall be primary without right of contribution
               from any insurance carried by TSG, to the extent of Customer's
               indemnification and hold harmless obligations hereunder.
       
       5.      Such insurance (i) shall not be invalidated with respect to any
               of the TSG Indemnified Parties by any action or inaction of
               Customer, and (ii) shall insure each of the TSG Indemnified
               Parties regardless of any breach or violation of such policy by
               Customer.
       
       6.      Such insurance policy(ies) may not be canceled or materially
               changed without at least thirty (30) days prior written notice to
               TSG.  

                                    ARTICLE VIII
                            CUSTOMER RETAINED RESOURCES

                                       5

<PAGE>

       8.1     ONGOING CUSTOMER RESOURCES.  During the Term Customer will 
provide to TSG, at no cost to TSG, access to and use of all of the Equipment 
necessary for performance of the Services.  Customer shall be responsible for 
all on-going costs and expenses relating to the Equipment, including, without 
limitation, the insurance, maintenance and taxes.  TSG will from time to time 
provide its recommendations for (i) additions to the Equipment for 
improvement of the Services, and (ii) replacements of the Equipment for the 
maintenance of the Services at its existing levels.  If Customer determines 
that replacements of the Equipment are not needed or declines to participate 
in the acquisition thereof to a degree unacceptable to TSG, TSG shall 
thereafter be relieved of any Service obligations under this Agreement for 
the affected Services, to the extent the failure to acquire replacements of 
the Equipment adversely affects TSG's ability to properly perform the 
Services. 

       8.2     PAYMENT RESPONSIBILITY FOR CUSTOMER RETAINED MATTERS.  
Customer shall be responsible for all amounts due to Third Parties with 
respect to the Equipment and other resources described in Section 8.1 and the 
Customer Third-Party Agreements and for any related charges (including late 
fees, interest, taxes and legal expenses); provided that TSG shall be 
responsible for any such charges (including late fees, interest, and legal 
expenses) payable primarily due to TSG's non-performance or mis-performance 
(unless as may be excused pursuant to Article XIX) with respect to such 
Equipment and Customer Third-Party Agreements.  TSG shall not be responsible 
for any act, omission, delay or default by vendors or other third parties in 
the course of performance of any Customer Third-Party Agreement.

                                     ARTICLE IX
                            SOFTWARE NEEDED FOR SERVICES

       9.1     CUSTOMER LICENSED SOFTWARE.  Customer hereby represents and 
warrants it will obtain any licenses, consents, approvals or authorizations 
from Third Parties necessary for TSG to legally and physically access and use 
any Customer Licensed Software necessary to perform the Services, and will 
provide written evidence of such consents to TSG upon TSG's request.  
Customer shall pay all costs and expenses associated with the Customer 
Licensed Software, including all required license, installation, maintenance 
and upgrade fees.  The Customer Licensed Software will be made available to 
TSG in a form and on media compatible with the Equipment TSG is then 
operating on Customer's behalf, together with appropriate documentation and 
other materials.

       9.2     CUSTOMER OWNED SOFTWARE.  Customer will provide TSG with 
object code and source code for the Customer Owned Software, if any, 
necessary for TSG to perform the Services, together with any consents, 
approvals, or authorizations from third parties necessary for TSG to legally 
and physically access and use the Customer Owned Software, in both object 
code and source code form, for purpose of providing the Services, and will 
provide written evidence of such consents to TSG upon TSG's request.  The 
Customer Owned Software will be available to TSG in a form and on media 
compatible with the equipment TSG is then operating on Customer's behalf, 
together with appropriate documentation and other materials and will be 
provided in a timely manner when required by TSG in the performance of the 
Services.
       
                                     ARTICLE X
                                  FEES AND CHARGES


                                       6

<PAGE>

       10.1    FEES AND CHARGES.  For each month during the Term, Customer 
shall pay TSG the Fees shown in Schedule 10.1, as may be adjusted as provided 
in Section 10.2.  Except as otherwise agreed by the Parties in writing, 
Customer shall only be required to pay for Services described in Schedule 3.1 
and provided by TSG pursuant to the Fees Schedule shown in Schedule 10.1. 

       10.2    ADJUSTMENT TO CHARGES.  [TEXT OMITTED - CONFIDENTIAL TREATMENT 
REQUESTED].

       10.3    NEW SERVICES FEES.  Unless otherwise agreed in writing by 
Customer and TSG, in consideration of TSG's provision of New Services, for 
each month during the Term, Customer shall pay to TSG the appropriate Fees 
determined using the uniform contract rates shown in Schedule 10.1, as the 
same may be adjusted pursuant to Section 10.2.

       10.4    OTHER AMOUNTS PAYABLE.  In addition to the Fees set forth 
above, TSG may also charge Customer for other amounts expressly payable to 
TSG under this Agreement. In addition, Customer shall retain responsibility 
for Pass Through Fees as otherwise specified in this Agreement.

       10.5    OUT OF POCKET EXPENSES.  For any Service which is provided by 
TSG personnel away from their principal location of business at Customer's 
request, Customer will pay or reimburse TSG for actual travel and incidental 
expenses incurred by TSG personnel in connection with the performance of the 
Services hereunder; provided that such expenses are incurred in a manner 
consistent with TSG's own standard travel expense policies applicable to its 
own employees.    

                                     ARTICLE XI
                                  PAYMENT SCHEDULE

       11.1    INVOICING.  TSG will submit an invoice to Customer for all 
Services provided hereunder on a monthly basis, containing a summary and 
detail of the relevant information to substantiate the Fees and charges.  
Invoices shall be sent to Customer at 4255 Amon Carter Blvd., MD 4236, Ft. 
Worth, Texas 76155, Attn.: Accounts Payable, or to such other address as 
Customer may advise in writing from time to time.  All Fees, expenses and 
other amounts payable or creditable by either Party to the other under this 
Agreement shall be paid or credited, respectively, in United States Dollars.

       11.2    TIME OF PAYMENT.  All sums due TSG under this Agreement will 
be due and payable within thirty (30) days after receipt by Customer of an 
invoice from TSG. 

                                       7

<PAGE>

       11.3    DISPUTED INVOICES.  If Customer in good faith reasonably 
disputes an invoice for sums owed hereunder, the following shall apply:

               (a)    If the disputed invoice is greater than or equal to the 
prior month's invoice, Customer shall pay TSG all undisputed amounts, but in 
no event less than ninety percent (90%) of the prior month's payment.

               (b)    If the disputed invoice is less than the prior month's 
payment, Customer shall pay TSG all undisputed amounts, but in no event less 
than ninety percent (90%) of the disputed invoice; therefore, in such event 
and irrespective of the amount in dispute, Customer may not in respect to the 
disputed invoice withhold payment of any amount in excess of ten percent 
(10%).

               (c)    In no event shall a Party's adherence to the provisions 
of this Section 11.3 be construed as constituting a waiver by either Party of 
any claims against the other Party.

               (d)    All disputed amounts shall be resolved in accordance 
with the Dispute Resolution process set forth in Article XVIII hereof.
 
       11.4    LATE CHARGES.  Following the period when TSG and Customer are 
no longer Affiliates, any sum due TSG hereunder that is not paid when due 
shall bear interest from the date due until paid at a rate of interest equal 
to two percentage points (2%) per annum above the prime rate announced from 
time to time by the principal New York office of Citibank, N.A., but in no 
event to exceed the maximum rate of interest allowed by applicable law.  
Notwithstanding the above, interest shall not accrue on any past due sum 
during the period such sum has been reasonably disputed by Customer.

                                    ARTICLE XII
                                       TAXES

       12.1    ALLOCATION OF RESPONSIBILITY FOR CERTAIN TAXES. Customer shall 
be responsible for (and shall indemnify TSG for) national, federal, state and 
local sales, use, excise, value added, withholding, registration fees, stamp 
taxes and importation and custom duty taxes or similar taxes (including 
penalty and interest) imposed on TSG arising from this Agreement, excluding 
taxes imposed based on TSG's net income; and any additional tax imposed on 
TSG as a result of any reimbursements under this provisions.  All payments 
hereunder by Customer to TSG shall be made free and clear of and without 
deduction for any present or future taxes, levies, imposts, deductions, 
charges or withholdings, and all liabilities with respect thereto.  If 
Customer shall be required by law to deduct any such amounts from or in 
respect of any sum payable hereunder, the sum payable shall be increased as 
may be necessary so that after making all required deductions TSG receives an 
amount equal to the sum it would have received had no such deductions been 
made.  

       12.2    PROPERTY TAXES.  Each of TSG and Customer is responsible for 
the reporting and payment of any ad valorem taxes due on property owned by it 
or leased by it from a third party.

                                       8

<PAGE>

       12.3    TAX CLAIMS.  If TSG receives notice from any taxing authority 
with respect to an assessment or potential assessment or imposition of any 
tax or other amount that the Customer would be responsible for paying 
pursuant to Section 12.1 above, TSG shall promptly notify the Customer in 
writing of such notice, and shall, subject to Customer's reasonable 
discretion, contest or permit the Customer to contest or compromise such 
proposed tax at Customer's expense.  Subject to the reasonable discretion of 
the Customer, Customer may request TSG to apply, at Customer's expense, for a 
refund of taxes otherwise subject to indemnification under Section 12.1.  In 
lieu of pursuing such a claim, TSG may assign its rights to the indemnifying 
party.

       12.4    COOPERATION.  Each Party shall cooperate as the other Party 
may reasonably request in minimizing taxes incurred by the other Party in 
connection with this Agreement; provided, however, that a cooperating Party 
shall not be required to take any step that would be materially 
disadvantageous to its business or operations or would require it to incur 
material additional costs unless the requesting Party agrees to reimburse the 
cooperating Party for the incremental out-of-pocket costs.  In the case of 
either Party, such cooperation shall include, without limitation, maintaining 
records as reasonably necessary for tax purposes, making such records 
available to the other Party (or permitting the other Party to copy, at its 
expense, such records); and making information in its possession and 
employees with technical expertise available as reasonably necessary in 
connection with the preparation of any tax returns or any audit or tax 
contest or refund claim.  

                                    ARTICLE XIII
                          PROPRIETARY RIGHTS AND LICENSES

       13.1    TSG PROPRIETARY INFORMATION.  TSG retains all rights, title 
and interest in and to any and all TSG Software and documentation, software 
development tools, know-how, methodologies, processes, technologies or 
algorithms used in providing the Services that are trade secrets or 
proprietary information of TSG or its Affiliates (other than Customer) or 
otherwise owned or licensed by TSG or its Affiliates (other than Customer). 

       13.2    CUSTOMER DATA.  Information relating to Customer contained in 
Customer's data files ("CUSTOMER DATA") is the exclusive property of 
Customer. TSG is authorized to have legal and physical access to and make use 
of Customer Data for the sole purpose of performing the Services.  Upon 
expiration or termination of this Agreement, the Customer Data shall, at 
Customer's written request and discretion, either be erased from the data 
files maintained by TSG or, within thirty (30) days from Customer's written 
request and expense, returned to Customer in TSG's then existing 
machine-readable format and media.

       13.3    LICENSE TO TSG SOFTWARE.  During the Term, TSG grants to 
Customer a limited, non-exclusive and non-transferable right and license to 
use the TSG Software in object code form only, strictly in accordance with 
the terms of this Agreement.  The rights hereby granted are limited to 
Customer's use of the TSG Software to the extent necessary to access and 
utilize the Services in 

                                       9

<PAGE>

connection with Customer's internal operation and no other use.  Customer 
shall not:  (i) make any modifications or alterations to the TSG Software; or 
(ii) reverse engineer, disassemble, compile, reverse compile or decompile the 
TSG Software.  If any Third Party Software incorporated in TSG Software is 
licensed to Customer on a stand-alone basis or is otherwise provided in 
connection with the Services provided hereunder, and TSG must pay a royalty 
or license fee to the licensor of such Third Party Software in order to make 
such Third Party Software available to Customer, Customer will repay such 
amount to TSG upon demand.  If TSG must pay any Third Party a royalty or 
license fee for sublicensing or distributing or otherwise granting access to 
or use of any such TSG Software to Customer, then Customer will also 
reimburse TSG the amount of any such royalty or license fee. Customer will 
notify TSG in writing of any proposed Change in Control of Customer as soon 
as practicable but in no event less than thirty (30) days in advance of such 
Change in Control.  TSG will use reasonable efforts to advise Customer within 
such thirty (30) day period of any royalty or license fees that will become 
due and payable to the licensor or distributor of any Third Party Software 
arising out of the Change in Control. Customer shall have the option to 
terminate that portion of the Services which require the payment of excessive 
additional royalty or license fees; provided, however, that such election 
must occur prior to the actual Change in Control.  

       13.4    SUBLICENSE.  Customer shall not transfer or sublicense the TSG 
Software or any component thereof to any Person, whether by operation of law 
or otherwise, without the prior written consent of TSG. 

                                    ARTICLE XIV
                                  CONFIDENTIALITY

       14.1    CONFIDENTIAL INFORMATION.  As of the Effective Date, and 
except as otherwise provided in this Agreement, TSG and Customer each agree 
that all information communicated to it by the other, including, without 
limitation, the terms of this Agreement, which the recipient party knows or 
has reason to know is the confidential or proprietary information of the 
disclosing party ("CONFIDENTIAL INFORMATION") will be received in strict 
confidence, will be used only for purposes of this Agreement, and will not be 
disclosed by the recipient Party, its agents, subcontractors or employees 
without the prior written consent of the other Party.  TSG and Customer each 
agree to use the same means it uses to protect its own confidential 
information, but in any event not less than reasonable means, to prevent the 
disclosure of the Confidential Information to outside parties.  However, 
neither TSG nor Customer shall be prevented from disclosing information which 
belongs to such Party or is (a) already known by the recipient Party without 
an obligation of confidentiality; (b) publicly known or becomes publicly 
known through no unauthorized act of the recipient Party; (c) rightfully 
received from a third party without an obligation of confidentiality; (d) 
independently developed without use of the other Party's Confidential 
Information; (e) approved by the other Party for disclosure; or (f) required 
to be disclosed pursuant to a requirement of a governmental agency or law, if 
the disclosing Party provides the other Party with notice of this requirement 
prior to disclosure.  Notwithstanding the foregoing, Customer shall be 
entitled to disclose the terms of this Agreement to any potential purchaser 
of all or substantially all of the stock or assets of Customer; provided, 
that any 

                                       10

<PAGE>

such potential purchaser undertakes to treat the Confidential Information as 
confidential with use and disclosure restrictions at least as strict as those 
in this Section 14.1.    

       14.2    GENERAL KNOWLEDGE.  Either Party may enhance its generalized 
knowledge and experience during the Term and may already possess or hereafter 
obtain concepts, data, discoveries, ideas, information, inventions, know-how, 
knowledge, methodologies, processes, products, skills, techniques and/or 
other work product, whether or not patentable, that are generally similar to 
Confidential Information it may receive under this Agreement.  This Agreement 
shall not be interpreted as limiting either Party's rights to develop, 
disclose, display, market, obtain, own, publish, provide, release, sell, 
transfer and/or use, in any manner whatsoever, any such generalized knowledge 
and experience and/or any such concepts; provided, however, that the Parties 
shall in all events comply with Section 14.1.  Further, each Party shall be 
free to use the ideas, concepts or know-how it develops in connection with 
the Services that are in nontangible form and may be retained by the Party's 
respective employees. Either Party may acquire, license, market, distribute, 
develop for itself or others, or have others develop for its, similar 
technology performing the same or similar functions as the technology 
contemplated by this Agreement. 

                                     ARTICLE XV
                                     WARRANTIES

       15.1    MUTUAL WARRANTIES.  Each Party represents and warrants to the 
other that: (i) it is a corporation duly organized and validly existing and 
in good standing under the laws of its jurisdiction of formation and/or place 
of principal business; (ii) the performance of its obligations hereunder has 
been duly authorized by all necessary corporate action; (iii) this Agreement 
is a legal, valid and binding obligation enforceable against it in accordance 
with its terms subject, as to enforcement, to bankruptcy, insolvency, 
reorganization, liquidation and other laws and equitable principles relating 
to or affecting the enforcement of creditors' rights generally as they may be 
applied in the event of the bankruptcy, insolvency, moratorium, 
reorganization or liquidation of, or the appointment of a receiver with 
respect to the property of, or a similar event applicable to, such Party; 
(iv) neither the execution and delivery of this Agreement nor the performance 
of any of its obligations hereunder, nor the consummation of any of the 
transactions contemplated hereby, will violate any agreement to which it is a 
Party or any provision of its Certificate of Incorporation, Articles of 
Incorporation, By-Laws or other document of corporate governance, nor any 
applicable law, regulation, rule, judgment, order or decree; and (v) it has 
duly obtained or made all consents, approvals or authorizations of, or 
registrations, declarations or filings with, any governmental authority which 
are required as a condition to the valid execution, delivery and performance 
of this Agreement on its part.

       15.2    NO OTHER REPRESENTATIONS OR WARRANTIES.  THE WARRANTIES 
SPECIFIED HEREIN ARE THE ONLY WARRANTIES MADE BY TSG WITH RESPECT TO THE 
SERVICES.  EXCEPT AS OTHERWISE SPECIFIED HEREIN, THE SERVICES ARE PROVIDED 
"AS IS" AND "WITH ALL FAULTS."  THERE ARE NO OTHER WARRANTIES, EXPRESS OR 
IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY 
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OR ANY 
IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, 
OR USAGE OF TRADE.  NO 

                                       11

<PAGE>

REPRESENTATION OR OTHER AFFIRMATION OF FACT WHICH IS NOT CONTAINED IN THIS 
AGREEMENT, INCLUDING WITHOUT LIMITATION STATEMENTS REGARDING CAPACITY, 
SUITABILITY FOR USE, OR PERFORMANCE OF THE HARDWARE COMPONENTS, SOFTWARE OR 
DATA, OR RELATING TO THE SERVICES, WHETHER MADE BY TSG OR OTHERWISE, SHALL BE 
DEEMED TO BE A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF TSG.

                                    ARTICLE XVI
                              LIMITATIONS OF LIABILITY

       16.1    INTENDED ALLOCATION OF RISKS.  The allocation of risks between 
the Parties, and the limitations on the Parties' liabilities and remedies, 
set forth in this Article XVI and elsewhere in this Agreement are 
specifically intended by the Parties, as part of their bargain (i.e., part of 
the consideration for their other respective benefits and obligations) in 
this Agreement.  The Parties acknowledge that they have negotiated, with the 
advice of legal counsel, such allocation and limitations.

       16.2    NO LIABILITY FOR ORDINARY NEGLIGENCE.  IN NO EVENT WILL TSG BE 
LIABLE TO CUSTOMER FOR ANY GENERAL DAMAGES ARISING OUT OF OR IN CONNECTION 
WITH THIS AGREEMENT OR THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, 
UNLESS SUCH LOSS, LIABILITY, DAMAGE OR EXPENSE SHALL BE DUE TO THE GROSS 
NEGLIGENCE OR WILLFUL MISCONDUCT OF TSG.

       16.3    NO CONSEQUENTIAL DAMAGES.  IN NO EVENT SHALL TSG BE LIABLE FOR 
CUSTOMER'S CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE 
PERFORMANCE OF THE SERVICES, EVEN IF TSG HAS BEEN ADVISED OF THE POSSIBILITY 
OF SUCH DAMAGES.  FURTHER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE 
OTHER FOR ANY PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION 
WITH THIS AGREEMENT.

       16.4    LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE.  TSG'S LIABILITY 
ARISING UNDER OR RELATING IN ANY MANNER TO THIS AGREEMENT FOR GENERAL DAMAGES 
RESULTING FROM TSG'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN THE 
PERFORMANCE OF THE SERVICES HEREUNDER SHALL BE LIMITED AS FOLLOWS: [TEXT 
OMITTED - CONFIDENTIAL TREATMENT REQUESTED].

       16.5    TIME FOR CLAIMS.  A Party may assert or make a claim against 
the other Party for any breach of this Agreement, or for that other Party's 
liability under this Agreement (including an Indemnification Claim), only 
within two years after the breach or other event constituting the basis for 
that claim occurred, even if not discovered until after that two-year period. 
Nevertheless, the two-year limit on the time for asserting or making any 
claim shall not apply to a claim (including an Indemnification Claim) based 
on a Third-Party Claim.

                                       12

<PAGE>

       16.6    EQUITABLE RELIEF.  To the extent that any monetary relief 
available under this Agreement is not an adequate remedy for any breach of 
this Agreement, or upon any breach or impending breach of Sections 13.3, 
13.4, 14.1, or 21.15, the non-breaching Party shall be entitled to injunctive 
relief as a remedy for that breach or impending breach by the other Party, in 
addition to any other remedies granted to the non-breaching Party in this 
Agreement.  That injunctive relief must be sought through arbitration in 
accordance with the Dispute Resolution Procedure.

       16.7    EXCLUSIVE REMEDIES.  The remedies described in this Agreement 
are the exclusive rights and remedies of a Party regarding any breach of this 
Agreement or any matter that may be the subject of a claim for liability 
under or relating to this Agreement.  

       16.8    NONCUMULATIVE REMEDIES.  If a particular remedy for a breach 
of, or the occurrence of any other event described in, this Agreement is 
specified in this Agreement, that remedy shall be the exclusive remedy upon 
such a breach or event.  Nevertheless, if more than one remedy for such a 
breach or event is specified in this Agreement, the Party entitled to a 
remedy must elect or choose between the available remedies, and may not 
cumulate or exercise multiple remedies, upon such a breach or event.  Nothing 
in this Article XVI shall affect any liability of a Party for Tort Damages or 
Indemnifiable Losses under Article XVII. 

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

                                    ARTICLE XVII
                                  INDEMNIFICATION

       17.1    GENERAL INDEMNIFICATION.  Subject to the limitation set forth 
in Section 16.4, each Party shall indemnify, defend and hold harmless the 
other Party hereto, their respective officers, employees and directors (the 
"INDEMNIFIED PARTY") from and against any and all Tort Damages which arises 
out of the negligence, gross negligence or willful misconduct of the 
indemnifying party ("INDEMNIFYING PARTY"), its agents, employees or 
contractors in connection with the Indemnifying Party's performance of this 
Agreement.

       17.2    INTELLECTUAL PROPERTY INDEMNIFICATION BY TSG.  TSG shall 
indemnify, defend, and hold harmless Customer from and against any and all 
Indemnifiable Losses arising out of, or relating to any claim by a third 
party that any TSG Software provided under this Agreement infringes a 
currently existing United States copyright, misappropriates a trade secret, 
or willfully infringes a Untied States patent.  TSG shall not indemnify 
Customer, however, if the claim of infringement or misappropriation is caused 
by:

       (a)     Customer's misuse or modification of the TSG Software,

                                       13

<PAGE>

       (b)     Customer's failure to use corrections or enhancements made
               available by TSG,
       
       (c)     Customer's use of such item in combination with any product or
               information not owned, developed or provided by TSG, except as
               authorized in writing by TSG, or
       
       (d)     Any information, direction, specification, materials or software
               provided by Customer or any third party.
       
       If any such TSG Software is, or in TSG's opinion is likely to be, held 
to constitute an infringing product, TSG shall, at its expense and option, 
either:

       (w)     Procure the right for Customer to continue using such TSG
               Software,

       (x)     Replace such TSG Software with a non-infringing equivalent
               software, or

       (y)     Modify such TSG Software to make it non-infringing.
       
       The rights and remedies stated in this Section 17.2 constitute the 
sole and exclusive remedies of Customer, and TSG's entire liability, with 
respect to any Third Party Claims of infringement or misappropriation.  

       17.3    CUSTOMER INDEMNIFICATION.  Customer shall indemnify, defend, 
and hold harmless the TSG Indemnified Parties from and against Indemnifiable 
Losses resulting from, arising out of, or relating to Customer's rendering or 
providing of any services to a third party in which Customer uses TSG's 
Services or TSG Software to provide such Services.

       17.4    INTENTIONALLY DELETED.

       17.5    CUSTOMER CONSENTS AND SUBLICENSES.  Customer shall indemnify, 
defend and hold harmless the TSG Indemnified Parties from and against all 
Indemnifiable Losses resulting from, arising out of, or relating to 
Customer's failure to obtain any consents required under Sections 9.1 and 
9.2.  

       17.6    DEFENSE OF CLAIMS; SETTLEMENT.  In the event a claim is made 
or suit is brought which is covered by the indemnities in this Article XVII, 
the Indemnified Party shall give the Indemnifying Party notice thereof 
promptly after becoming aware of such claim provided that the failure to 
provide such notice will not relieve the Indemnifying Party of any obligation 
unless and only to the extent that such failure actually prejudices the 
ability of the Indemnifying Party to contest such claim.  The Indemnifying 
Party shall, at its expense, thereafter assume all responsibility for any 
claim covered by the foregoing indemnity and the Indemnified Party shall 
provide reasonable assistance and cooperation during the defense or 
settlement of the claim. 


                                       14

<PAGE>

                                   ARTICLE XVIII
                                 DISPUTE RESOLUTION

       18.1    INTERNAL DISPUTE PROCESS.  The Parties shall attempt to 
resolve any dispute, controversy or claim arising out of, relating to, or in 
connection with, this Agreement, or the interpretation, breach, termination 
or validity thereof (collectively, a "DISPUTE"), as follows:

               (a)    Upon either Party determining a Dispute exists, such 
Party shall notify the other Party in writing with a detailed account of the 
Dispute (the "DISPUTE NOTICE").  Such Dispute shall be fully discussed by the 
ISCM and Account Manager in an attempt to achieve a resolution of such 
Dispute as promptly as possible so as not to prejudice either Party.  If the 
ISCM and Account Manager are unable so to resolve such Dispute by mutual 
agreement within twenty (20) business days following the date of the Dispute 
Notice, such Dispute shall be submitted to the Customer's CEO and TSG's 
President of the STS Division for resolution.  The Parties' managements shall 
meet and fully discuss such Dispute in an attempt to achieve a resolution of 
such Dispute as promptly as possible so as not to prejudice either Party.

               (b)    So long as TSG and Customer remain Affiliates, in the 
event that such Dispute shall not be so resolved by the Parties' managements 
within fifty (50) days from the date of the Dispute Notice, the Dispute shall 
be submitted to the AMR Executive Committee (or its successor).  The AMR 
Executive Committee (or its successor) shall meet and fully discuss such 
Dispute in an attempt to achieve a resolution of such Dispute as promptly as 
possible so as not to prejudice either party.  If such Dispute is not so 
resolved by the AMR Executive Committee (or its successor) within one hundred 
(100) days form the date of the Dispute Notice, the Parties shall be free to 
submit the Dispute to binding arbitration as set forth in Section 18.1(c) 
below. 

               (c)    If TSG and Customer are no longer Affiliates, in the 
event that such Dispute shall not be so resolved by the Parties' managements 
(and the AMR Executive Committee if the Parties are Affiliates) within the 
periods set forth above, the Dispute shall be submitted to binding 
arbitration pursuant to the American Arbitration Association ("AAA") 
commercial arbitration rules as in effect at the time of the submission of 
the Dispute to AAA.  The arbitration shall take place in Fort Worth, Texas or 
such other place as the Parties may mutually agree.  The arbitration shall be 
arbitrated by a panel of three arbitrators (the "ARBITRATION PANEL"), one of 
which shall be appointed by TSG, the second appointed by Customer, and the 
third jointly appointed by the arbitrators appointed by TSG and Customer.  
TSG and Customer shall abide by and perform any award rendered by the 
Arbitration Panel.  The Parties intend that any Dispute will be resolved by 
application of the laws of the State of Texas and the terms of this 
Agreement.  The Arbitration Panel's determination of facts shall be final and 
binding on TSG and Customer if there is substantial evidence in the record of 
such arbitration to support such determination, it being the intention of the 
Parties that the standard for any judicial review of the findings of award be 
the same standard as applies in the case of appeals to actions of 
administrative agencies in the State of Texas. 

                                       15

<PAGE>

       18.2    CONTINUITY OF SERVICES.  Both Parties agree to continue 
performing their respective obligations under this Agreement while the 
dispute is being resolved unless and until this Agreement expires or is 
terminated in accordance herewith.

       18.3    EXPENSES.  Each of Customer and TSG shall pay its own 
out-of-pocket expenses in connection with the conduct of the dispute 
resolution process set forth above.  The costs and expenses of any 
arbitration, other than out-of-pocket expenses in connection therewith, shall 
be payable in accordance with the decision of the Arbitration Panel. 

                                    ARTICLE XIX
                                   FORCE MAJEURE 

       Except for the obligations to make payments hereunder, each Party 
shall be relieved of the obligations hereunder to the extent that performance 
is delayed or prevented by any cause beyond its reasonable control, 
including, without limitation, delays in or the withholding of decisions 
required by the other Party, acts of God, public enemies, war, civil 
disorder, communications failures, fire, flood, explosion, labor disputes or 
strikes or any acts or orders of any governmental authority, failures or 
fluctuations in electrical power, heat, light, air conditioning or 
telecommunications equipment.

                                     ARTICLE XX
                                    TERMINATION

       20.1    TERMINATION FOR BREACH.  In the event of certain breaches of 
this Agreement, TSG or Customer may terminate this Agreement in accordance 
with this Section 20.1; provided that Customer gives TSG notice of its intent 
to terminate within ninety (90) days after the date such breach occurred.

               (a)    Upon TSG's Egregious Breach of this Agreement, Customer 
may terminate this Agreement, provided that Customer gives TSG seven (7) 
days' written notice of its intent to terminate and TSG fails to cure the 
breach within such seven (7) days; and provided, further, that such cure 
period will be extended an additional seven (7) days if TSG delivers to 
Customer a written plan to cure the breach.  In both instances, unless TSG 
cures the Egregious Breach, the termination shall be effective as of the 
first day following the end of the cure period or extended cure period as the 
case may be.

               (b)    Upon Customer's material breach of its obligations 
under this Agreement, TSG may terminate this Agreement on ten (10) days prior 
written notice to Customer of its intent to terminate and Customer fails to 
cure the breach within such ten (10) days.

               (c)    If either Party (i) is adjudicated bankrupt or 
insolvent by a court of competent jurisdiction, (ii) substantially ceases to 
do business as currently conducted, (iii) fails to pay its debts generally as 
they become due, or (iv) takes steps to declare bankruptcy, wind up, dissolve 
or liquidate (in each case, other than for the purposes of an amalgamation, 
restructuring, or reconstruction pursuant to which the surviving entity 
becomes bound by or assumes the obligations under this Agreement), or a 
receiver, trustee or similar officer is appointed over (or a lien holder 
takes possession of) all or a substantial part of such Party's property or 
assets, or anything similar to any of the foregoing occurs in 

                                       16

<PAGE>

relation to such Party under the laws of any jurisdiction, the non-defaulting 
Party may terminate this Agreement on notice to the defaulting Party.

       20.2    REMEDIES FOR BREACH.  Upon the occurrence of a breach of this 
Agreement as outlined in Section 20.1 above, the non-defaulting Party shall 
have the right, in addition to termination of the Agreement, to seek all 
legal and equitable remedies to which it is entitled, subject to the 
limitations of liability contained in Article XVI hereof.  

                                    ARTICLE XXI
                                   MISCELLANEOUS

       21.1    ASSIGNMENT.  (a)  This Agreement and all of the provisions 
hereof shall be binding upon and inure to the benefit of the Parties hereto 
and their respective successors and permitted assigns, but neither this 
Agreement nor any of the rights, interests or obligations hereunder shall be 
assigned by any Party hereto without the prior written consent of the other 
Party, which may not be unreasonably withheld.  Each Party shall respond in 
writing with its decision within thirty (30) days after receipt of a request 
for consent from the other Party; provided, however, that no TSG consent will 
be required for Customer's assignment (or deemed assignment) of this 
Agreement arising out of any transaction by which Customer becomes 
disaffiliated with TSG.  For purposes of this Agreement, a Change in Control 
of Customer shall be considered an assignment of Customer's rights and 
obligations.  

       (b)     Customer's obligations under this Agreement shall continue and 
survive in the event of any sale, spin off or divestiture of Customer by its 
principal shareholder(s), any Change in Control, or Customer's merger or 
consolidation with or into any Person.  If any such merger or consolidation 
occurs, the survivor of any such merger or consolidation shall assume 
Customer's obligations and duties under this Agreement and shall be bound by 
the terms and conditions of this Agreement.  In addition, if Customer should 
sell, divest, or spin off all or a substantial part of its assets or 
business, in a single transaction or series of related transactions, then the 
entity resulting from (or acquiring the business or assets of Customer in) 
such transaction shall assume, and be obligated to pay and perform Customer's 
obligations under this Agreement, and Customer shall not be released or 
discharged form the payment and performance of its obligations under this 
Agreement.  Notwithstanding the foregoing, any change in the scope, nature, 
quantity, costs or quality of the Services, as a result of any of the 
described transactions, shall be subject to the change process set forth in 
Section 3.2 above.  Further, TSG shall have the right to levy additional 
reasonable charges (which charges may include reasonable margins) 
commensurate with the actual costs associated with, arising out of or in 
connection with any of the Change in Control, sale, spin, divestiture, 
merger, consolidation or similar transaction affecting Customer.   

       21.2    NOTICES.  All notices, requests, demands, and other 
communications to be given or delivered under or by reason of the provisions 
of this Agreement shall be in writing and shall be deemed given when 
delivered personally, on the next business day when sent by overnight Federal 
Express, Express Mail or similar service, on the third business day after 
being mailed when mailed by certified or registered first class mail, return 
receipt requested, and upon receipt when sent by telecopy or electronic mail 
with a confirmation copy by first-class mail, to each Party at the following 
address 

                                       17

<PAGE>

(or to such other address as that Party may have specified by notice given to 
the other pursuant to this provision):

               If to TSG:
                      The SABRE Group, Inc.
                      4255 Amon Carter Blvd., MD  
                      Fort Worth, Texas  76155
                      Attention:  President, STS Division

               With a copy to:
                      The SABRE Group, Inc.
                      Attn:  General Counsel
                      4255 Amon Carter Blvd., MD 4204
                      Ft. Worth, Texas  76155

               If to Customer:
                      TeleService Resources, Inc.
                      4255 Amon Carter Blvd., MD 4236
                      Ft. Worth, Texas  76155
                      Attention:  President

               With a copy to:
                      TeleService Resources, Inc.
                      4255 Amon Carter Blvd., MD 4240
                      Ft. Worth, Texas  76155
                      Attention:  General Counsel

       21.3    COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts all of which taken together will constitute one and the same 
instrument.

       21.4    NO WAIVER.  No delay or omission by either Party hereto to 
exercise any right or power hereunder shall impair such right or power or be 
construed to be a waiver thereof.  A waiver by either of the Parties hereto 
of any of the obligations to be performed by the other or any breach thereof 
shall not be construed to be a waiver of any succeeding breach thereof or of 
any other obligation herein contained.

       21.5    SURVIVAL.  The provisions of Sections 4.3, 13.1, 13.2, 15.2, 
21.10, 21.11, 21.15 and Articles XI, XII, XIV, XVI, XVII and XVIII shall 
survive any expiration or termination of this Agreement.

       21.6    SEVERABILITY.  Whenever possible, each provision of this 
Agreement will be interpreted in such a manner as to be effective and valid 
under applicable law, but if any provision of this Agreement is held to be 
prohibited by or invalid under applicable law, such provision will be deemed 
restated to reflect the original intentions of the Parties as nearly as 
possible in accordance with 

                                       18

<PAGE>

applicable law, and, if capable of substantial performance, the remaining 
provisions of this Agreement shall be enforced as if this Agreement was 
entered into without the invalid provision.

       21.7    PUBLICITY.  Except as otherwise agreed, neither Party shall 
have any right to the other Party's trademarks, service marks, or trade names 
in connection with any product, service, promotion or publication, except 
that TSG may use Customer's name on TSG's client list and in reasonable 
business promotion efforts by TSG.

       21.8    ENTIRE AGREEMENT.  This Agreement together with all Schedules 
hereto, constitutes the entire agreement and understanding among the Parties 
hereto with respect to the subject matter hereof and supersedes all prior 
agreements and understandings, oral or written, relating to such subject 
matter.

       21.9    AMENDMENTS.  This Agreement may be amended or modified only by 
a written instrument duly executed by or on behalf of each Party hereto.

       21.10   GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND 
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, 
WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.

       21.11   COMPLIANCE WITH LAWS; EXPORT REGULATION.  Customer will be 
responsible for obtaining any necessary government approvals, consents, 
licenses and/or permits to enable Customer to (a) export any products or 
technical data required for TSG's performance under this Agreement from the 
United States or any other country of origin, (b) import such products and 
technical data into any other country, and (c) pay TSG all amounts in U.S.  
Dollars as required by this Agreement.  Upon request, TSG will promptly 
provide Customer with any end-user certificates, affidavits regarding 
re-export or other certificates and documents as are reasonably available to 
TSG and required from TSG to obtain any such approvals, consents, licenses 
and/or permits.  The obligations of TSG under this Agreement shall be 
conditioned on Customer's obtaining such approvals, consents, licenses and/or 
permits.   Each Party shall bear all costs, fees and expenses associated with 
obtaining such approvals, consents, certificates, affidavits and other items 
for which it is responsible under this Agreement, and upon request will 
provide to the other evidence that any such items have been obtained and all 
fees have been paid.  Notwithstanding anything in this Agreement to the 
contrary, Customer shall not directly or indirectly export (or re-export) any 
hardware, products, Software, technical data or products thereof or permit 
transshipment of same (a) to any country or destination for which the United 
States Government or a United States Government agency requires an export 
license or other approval for export without first having obtained such 
license or other approval, or (b) if otherwise contrary to United States law. 
The term "technical data" shall include the TSG Services and any technical 
assistance provided by TSG.  This obligation shall survive the expiration or 
termination of this Agreement.

       21.12   NO THIRD-PARTY BENEFICIARIES.  The Parties agree that this 
Agreement is for the benefit of the Parties hereto and is not intended to 
confer any rights or benefits on any third party, including any employee of 
either Party hereto, and that there are no third-party beneficiaries to this 
Agreement.

                                       19

<PAGE>

       21.13   SCHEDULES; GOVERNING DOCUMENTS.  The terms and conditions of 
any and all Schedules to this Agreement, as amended from time to time by 
mutual agreement of the Parties, are incorporated into this Agreement by this 
reference and shall constitute a part of this Agreement as if fully set forth 
herein.  

       21.14   RELATIONSHIP OF THE PARTIES.  TSG shall be and act as an 
independent contractor hereunder and no employee of either Party shall be 
deemed to be an employee of the other for any purpose whatsoever.  Each Party 
shall comply, at its own expense, with all applicable state and municipal 
requirements and with all state and federal laws applicable to it as an 
employer and otherwise.

       21.15   NON-SOLICITATION OF EMPLOYEES.  During the Term of this 
Agreement and for a period of one (1) year thereafter, neither party shall 
directly solicit for employment the other party's personnel.

       [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].


       [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].


                                       20

<PAGE>

       21.18   PAYMENT DISCREPANCIES.  The Parties acknowledge and agree that 
Customer has been properly invoiced and has paid for all Services received 
through the period ending December 31, 1997, and neither Party shall be 
permitted to raise any claims of discrepancies with respect thereto.

                              [SIGNATURE PAGE FOLLOWS] 


                                       21

<PAGE>

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly 
executed by their authorized representatives as of the date first above 
written.

TELSERVICE RESOURCES, INC.             THE SABRE GROUP, INC.

----------------------------------     ----------------------------------

By:  Jim Gunn                          By:  Tom Cook

Title:  Vice Chairman                  Title:  President, SABRE Technology
                                                Solutions Division

Date:                                  Date:
     -----------------------------          -----------------------------



                                       22

<PAGE>

                                     SCHEDULE 1

                                    DEFINITIONS

       For the purpose of this Agreement, the following terms shall have the 
following meanings:

       "AAA" shall mean the American Arbitration Association.

       "ACCOUNT MANAGER" shall be the person appointed from time to time by 
TSG to consult with Customer and consider Customer's needs in connection with 
the performance of this Agreement.

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

       "AGREEMENT" shall have the meaning given in the preamble hereof.

       "ARBITRATION PANEL" shall have the meaning given in Section 18.1.

       "AIRLINE INCIDENT" means an occurrence of personal injury, death, or 
property damage in connection with the operation of any aircraft.

       "CHANGE IN CONTROL" means (a) the acquisition by any Person or group 
of Person of 50% or more of the outstanding shares of voting stock, or 
similar equity interest, of Customer, or (b) all or substantially all of the 
assets of Customer are sold in a single transaction or series of related 
transactions to any Person.
 
       "CONFIDENTIAL INFORMATION" shall have the meaning given to such term 
in Section 14.1.

       "CONSEQUENTIAL DAMAGES" means damages consisting of lost profits, lost 
income, or lost savings or consequential, indirect, special, or incidental 
damages (however described).  Consequential Damages does not include any 
punitive or exemplary damages.
 
       "CONTROL" (including, with correlative meaning, the terms 
"Controlling" or "Controlled by") means, with respect to any Person, the 
right to exercise, directly or indirectly, more than fifty percent of the 
voting power attributable to the equity interests in such Person. 
("Controlling" and "Controlled" have correlative meanings.)

       "CUSTOMER" shall have the meaning given in the preamble hereof.

       "CUSTOMER DATA" shall mean (i) all data that is provided by or on 
behalf of Customer to TSG in order for TSG to provide the Services, including 
keyed input and electronic capture of information by the Services, (ii) all 
data that is provided by or on behalf of TSG to Customer by means of the 
Services, and (iii) all data that is produced by means of the Services as a 
intermediate step in using or producing any such data, including databases 
and files containing such data. 

                                       1

<PAGE>

       "CUSTOMER FACILITIES SPACE" shall have the meaning given in Section 
7.2.

       "CUSTOMER LICENSED SOFTWARE" shall mean the third party software 
licensed by Customer and used in the current data processing operations of 
Customer, and any additions to or replacements for such software and 
documentation.

       "CUSTOMER OWNED SOFTWARE" shall mean software (in source code and 
object code form), and all related systems design and user documentation, 
which is owned by Customer and used in the current data processing operation 
of Customer, and any additions to or replacements for such software and 
documentation.

       "CUSTOMER THIRD-PARTY AGREEMENTS" shall mean agreements between 
Customer and any third party for the provision of products or services of any 
kind.

       "DISPUTE" shall have meaning given in Section 18.1.

       "DISPUTE NOTICE" shall have the meaning given in Section 18.1.

       "EFFECTIVE DATE" shall mean July 1, 1996.
       
       "EGREGIOUS BREACH" shall mean a material breach of contract that 
constitutes an intentional, unequivocal refusal to perform a material 
obligation of this Agreement that frustrates one or more bases of the bargain 
between Customer and TSG to the extent that a (non-breaching) reasonable 
business person would not have entered into the Agreement or would not 
continue performing under the Agreement. 

       "EQUIPMENT" shall mean all office related equipment, telephone and 
facsimile machines, supplies, including Hardware, owned or leased by Customer 
and necessary for TSG to perform the Services.

       "EXPIRATION DATE" shall mean the first to occur of: [TEXT OMITTED - 
CONFIDENTIAL TREATMENT REQUESTED].

       "EXPIRATION TRANSITION PERIOD" shall have the meaning given in Section 
4.3.

       "FEES" shall mean, collectively, the fees and charges paid to TSG by 
Customer for performance of Services as set forth in Article X.

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

                                       2

<PAGE>

avoidance of doubt, "General Damages" includes not only the actual damages of 
a Person, but also punitive and exemplary damages and Consequential Damages 
of such Person.

       "HARDWARE" shall mean computers and related equipment, including, but 
not limited to, central processing units and other processors, controllers, 
modems, communications and telecommunications equipment (including radio 
equipment), cables, storage devices, printers, terminals, other peripherals 
and input and output devices, and other tangible mechanical and electronic 
equipment intended for the processing, input, output, storage, manipulation, 
communication, transmission and retrieval of information and data.

       "INDEMNIFIABLE LOSSES" shall mean losses, claims, obligations, 
demands, assessments, fines and penalties (whether civil or criminal), 
liabilities, expenses and costs (including reasonable fees and disbursements 
of legal counsel and accountants), bodily and other personal injuries, damage 
to tangible property, and other damages, of any kind or nature, actually 
suffered or incurred by a Person.  Indemnifiable Losses consist only of the 
actual damages of a Person, and excludes any Consequential Damages and any 
punitive or exemplary damages (however described) of such Person.  For the 
avoidance of doubt, the Indemnifiable Losses of an Indemnified Party shall 
include any Consequential Damages and any punitive or exemplary damages 
(however described) awarded against such Indemnified Party in favor of a 
Person making a Third Party Claim against such Indemnified Party.
 
       "INDEMNIFIED PARTY" shall have the meaning given in Section 17.1.

       "INDEMNIFYING PARTY" shall have the meaning given in Section 17.1.  
       

       "ISCM" shall have the meaning given in Section 6.3.

       "NEW SERVICES" shall mean applications development and information 
management services, including data processing and information services, 
information management, training, electronic data processing and 
telecommunication systems that are not described in Schedule 3.1 that are 
mutually agreed upon by the Parties pursuant to Section 4.1.  For purposes of 
Section 4.2, there shall be no requirement that the Parties mutually agree 
upon the Services pursuant to Section 4.1 for such Services to be considered 
"NEW SERVICES". 

       "NEW SERVICE REQUEST" shall mean a written request delivered to TSG by 
Customer to request New Services and shall include the following, as 
appropriate:

               (a)    A reference to this Agreement;

               (b)    A general description or functional specification of 
the New Services desired by Customer;

               (c)    Any special objectives or constraints with respect to 
the budget and time schedule; and

               (d)    The priority of the work in relationship to other 
current or anticipated work.


                                       3

<PAGE>

       "PARTY" shall mean each of the signatories to the Agreement, and their 
successors and assigns as permitted by the Agreement.  ("PARTIES" has the 
correlative meaning).

       "PASS THROUGH FEES" shall mean charges to TSG for certain services or 
products that it acquires from third parties to enable it (in part) to 
provide the Services, which charges TSG passes through as fees charged to 
Customer.  The initial list of Pass Through Fees are identified in Schedule 
10.4.

       "PERSON" shall mean any individual, corporation, partnership, joint 
venture, trust, business association, governmental entity or other entity.

       "SERVICES" shall mean the information management services, including 
data processing and information services, information management, training, 
electronic data processing and telecommunication systems and shall consist of 
the services described on Schedule 3.1 and New Services.
       
       "SERVICE LOCATIONS" shall have the meaning given in Section 5.1.

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

       "SUBSIDIARY" shall mean, with respect to any Person, a corporation, 
company or other entity more than 50% of whose outstanding shares or 
securities (representing the right to vote for the election of directors or 
other managing authority) are now or hereafter owned or Controlled, directly 
or indirectly, by such Person, but such corporation, company or other entity 
shall be deemed to be a Subsidiary only so long as such ownership or Control 
exists.

       "TORT DAMAGES" shall mean bodily or personal injury or death or damage 
to real or tangible personal property.

       "TSG INDEMNIFIED PARTIES" shall mean TSG, its Affiliates (other than 
Customer), and their respective officers, employees and directors.

       "TERM" shall have the meaning given in Section 2.1.

       "THIRD PARTY" means a Person other than a Party or either Party's 
Affiliates. 

       "THIRD PARTY CLAIM" shall mean a claim of liability asserted against a 
Party by a Person other than the other Party or either Party's Affiliates.

       "THIRD PARTY SOFTWARE" means software owned by a Third Party and 
licensed to Customer or TSG and used in the performance of the Services.  


                                       4

<PAGE>

       "TSG" shall have the meaning set forth in the preamble.

       "TSG SOFTWARE" shall mean the Software owned or licensed by TSG and 
made available to Customer by TSG in connection with the performance of the 
Services. 

                                INTERPRETIVE MATTERS

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

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

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

       3.      "and/or" means "or" and is used for emphasis only;

       4.      "$" refers to United States dollars;

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

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

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

       8.      if an ambiguity arises in a Subsection's Section's, or 
Article's cross-reference to another Section or Article, the cross-referenced 
heading controls over the cross-referenced Section or Article number.

                                       5

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                                    SCHEDULE 3.1
                              DESCRIPTION OF SERVICES



                [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].



                                       1

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                                    SCHEDULE 5.1
                                          
                                 SERVICE LOCATIONS*
                                          

                [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].



                                       2


<PAGE>

                                    SCHEDULE 10.1
                                  FEES AND CHARGES
                                          
                                          
                [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].


                                       3


<PAGE>

                                   SCHEDULE 10.4
                                 PASS THROUGH FEES

                [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].



                                       4