<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]."

                                       June 24, 1998

T. Patrick Kelly
Chief Financial Officer
The SABRE Group
P.O. Box 619616 - MD 4202
DFW Airport, TX 75261-9616


     Re:  Corporate Travel Agreement between The SABRE Group ("Customer") 
          and American Airlines, Inc. ("American")


This Corporate Travel Agreement (this "Agreement") will confirm the
understanding between Customer and American regarding travel by Customer's
employees on company business.

     1.   TERM AND TERMINATION.  This Agreement will be valid for travel
commencing from July 1, 1998, through June 30, 2001, unless terminated earlier
by either party in accordance with the terms hereof.  Either party may terminate
this Agreement for any reason, with or without cause, upon at least thirty (30)
days' prior written notice to the other party.  In the event of a breach or
default by a party hereto, the other party may terminate this Agreement upon
giving at least three (3) days' prior written notice to the breaching party or
defaulting party.  Customer will not be entitled to receive any discount and/or
credit on any tickets issued for travel on or after the effective date of
termination or expiration of this Agreement.  If American terminates or reduces
service to any city that is covered by this Agreement, this Agreement shall be
automatically amended to exclude such city or to reflect such reduction, 
without liability to any party, and this Agreement will continue in full force
and effect as to the cities and service not affected by such termination or
reduction.

2.   ISSUANCE OF CUSTOMER NUMBERS.  American will provide Customer with a
Customer Identification Number which will identify Customer for recordkeeping
purposes for travel pursuant to this Agreement ("CART #").  IT IS THE
RESPONSIBILITY OF THE CUSTOMER TO ADVISE ITS DESIGNATED TRAVEL AGENCY TO RECORD
THE PROPER ACCOUNT NUMBER DESIGNATED BY THE LETTER "C" FOLLOWED BY THE SIX DIGIT
NUMBER ON EACH TICKET IN THE TOUR CODE BOX AT THE TIME OF ISSUANCE.

3.   DISCOUNT.  Customer will be entitled to a discount, as applicable, subject
to the terms and conditions set forth in the Appendices hereto. 

4.   RULES GOVERNING TICKETS.  All purchases will be subject to American's
Conditions of Carriage and all rules applicable to the general public for the
class or category of fare selected (including also any charges to Customer for
change in travel arrangements that may be applicable to the class or category of
fare selected).  American's obligation to issue tickets pursuant to the terms
and conditions of this Agreement to Customer (either directly or through an
Agency of Record, listed on the Appendices hereto) is subject to availability of
seats for the specified class of service.  American may discontinue flights or
change flight schedules at any time for any reason without prior notice,
liability or obligation to Customer. All travel pursuant to this Agreement must
be booked in the proper class of service as specified in the enclosed Appendices
and all tickets for such travel must be used for travel prior to the date of
termination or expiration of this Agreement (or any extension hereof). Customer
acknowledges that hidden-city ticketing, beyond-point ticketing, back-to-back
ticketing, cross-border ticketing and speculative or abusive bookings are in
violation of American's Conditions of Carriage as well as its other rules and
regulations and that if Customer purchases or books such tickets, Customer will
be in violation of these rules, regulations and tariffs.  If Customer engages in
any such prohibited activity, American may terminate this Agreement immediately
upon prior notice to Customer and any benefits earned but not used by the
Customer under the terms and conditions of this Agreement will be forfeited. 

5.   RESPONSIBILITY FOR UNAUTHORIZED USE.  Customer shall immediately report to
American any fraudulent or unauthorized use under this Agreement of which
Customer becomes aware.  Customer will be fully responsible for any fraudulent
or unauthorized use through the date it reports same to American.  Customer must
notify American of such fraudulent or unauthorized use by contacting American
Airlines at the mailing address specified in the enclosed Appendices.


                                       1
<PAGE>

6.        CONFIDENTIALITY.  Customer and American will each keep confidential
the existence, terms and conditions of this Agreement and (unless required by
law or judicial process after making reasonable efforts to resist disclosure)
will not disclose any of same to any third party (other than any Agencies of
Record) without obtaining the prior written consent of the other party hereto. 
Customer may disclose information concerning this Agreement to its Agency of
Record to the extent necessary for the Agency of Record to perform its services
to Customer, provided Customer obtain a written agreement from the Agency of
Record to be bound by the confidentiality provisions contained herein.  If
during the term of this Agreement, the Customer discloses the conditions of this
Agreement to a third party (except as expressly permitted in the preceding
sentence) without prior written consent of American, the Customer will be deemed
in default of this Agreement, and American may terminate this Agreement
immediately upon prior written notice to Customer and any benefits earned but
not used by the Customer under the terms and conditions of this Agreement will
be forfeited.  The provisions of this Section 6 will survive the termination or
expiration of this Agreement.

7.        CHANGE IN STRUCTURE.  It is the responsibility of Customer to notify
American in writing on Customer letterhead of any changes to Customer's
organizational structure including (but not limited to) any mergers or
consolidations, sales of all or substantially all of Customer's assets or other
transfers of control of Customer.  Upon notice of a change in Customer's
organizational structure, the parties shall review the terms and conditions of
this Agreement to determine what amendments, if any, are necessary in light of
Customer's new organizational structure.  In addition, Customer must obtain a
written agreement from its Agency of Record to notify American of any similar
changes to the Agency of Record's organizational structure.

8.        SABRE COMPUTER RESERVATION SYSTEM. Customer agrees that all purchases
pursuant to this Agreement will be booked and ticketed by Customer or an Agency
of Record through the SABRE computer reservation system.  If, during the course
of an audit, it is found that SABRE was not used in accordance with this
Agreement, Customer agrees to pay for the cost of the audit as well as a fee of
$12.00 per booking made not using SABRE.

9.        GENERAL TERMS.  (a) Neither Customer nor American may assign this
Agreement, in whole or in part, except with the prior written consent of the
other, and any such attempted unauthorized assignment will be void and
unenforceable.  (b) This Agreement may be amended, renewed, extended or
otherwise modified in written form only and must be signed by both parties. 
(c) This Agreement will be governed by and construed in accordance with the laws
of the State of Texas without regard to choice of laws principles.  Any action
arising from or under this Agreement shall be brought only in a court of
competent jurisdiction in the State of Texas.  (d) American shall not be
responsible for any delays or failures in performance caused by circumstances
beyond American's control, including (without limitation) strikes, lockouts or 
other labor disputes, acts of God, material shortages, mechanical difficulties,
riots, acts of war or other hostilities, governmental regulations or activities,
fire, earthquakes or other natural disasters.  (e) All remedies provided under
this Agreement are non-exclusive and are in addition to all other available
legal and equitable remedies, except that neither party will hereto be liable to
the other for any consequential, punitive or exemplary damages (including also
lost revenues, lost profits and lost prospective economic advantage) arising
from any performance of this Agreement or any breach or default hereunder, even
if such party knew or should have known of the existence of such damages, and
each party hereby releases and waives any claims against the other party
regarding such damages.  (f) Either party to this Agreement may specifically
waive any of the provisions hereof or any default or remedy hereunder, but no
such waiver shall constitute a future waiver of any such provision, default or
remedy or a waiver of any other provision, default or remedy.  No delay or
omission in the exercise or enforcement of any right or remedy provided
hereunder or by law by either party shall be construed as a waiver of such right
or remedy.  (g) If one or more of the provisions of this Agreement shall be
held to be invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect the remaining provisions of this Agreement,
and this Agreement shall be enforced to the fullest extent possible.  (h) This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes any prior agreements or understandings,
whether oral or written, between the parties.  (i) All notices required or
permitted hereunder shall be in writing and served personally by express
delivery service, by United States mail, postage pre-paid, first class, or by
facsimile, in case addressed to the parties at the addresses set forth in the
Appendices to this Agreement.  (j) The Appendices to this Agreement are
incorporated into this Agreement and form a part hereof for all intents and
purposes.


                                       2
<PAGE>

     10.  This Agreement will supersede the Corporate Travel Agreement between
American and Customer dated July 25, 1996.


     This Agreement is not valid until fully executed by all parties and
countersigned at American Airlines Corporate Headquarters.   If all signatures
are not obtained within thirty (30) days of the date first written above, the
terms and conditions specified herein are null and void.



                                     AMERICAN AIRLINES, INC.


                                     By:
                                        ---------------------------------------
                                     Name:  Steven A. Rosato
                                     Title: Multi-National Account Manager


CONFIRMED: 

The SABRE Group                      American Airlines - Corporate Headquarters


By:                                  By:
   ---------------------------          ---------------------------------------
Name:  T. Patrick Kelly              Name:  Frank D. Morogiello 
Title: Chief Financial Officer       Title: Managing Dir- Natl Accts/Sales 
                                             Programs
Date:                                Date:
     -------------------------            -------------------------------------




                                       3
<PAGE>

                                     APPENDIX A
                                          
                  U. S. POINT-OF-SALE:  DOMESTIC UPFRONT AGREEMENT



1.   CONTACT, NOTICE AND MAILING INFORMATION

<TABLE>
<CAPTION>

Customer                                          American
<S>                 <C>                           <C>
Mailing Address:    The SABRE Group               Mailing Address:    American Airlines, Inc.
                    P.O. Box 619616, MD 4202                          700 DFW Business Center                 
                    DFW Airport, TX  75261-9616                       MD 1302, North Tower, 2nd Flr
                                                                      DFW Airport, TX 75261
                                                                      Attn: National Account Sales

Contact:            Michal A. Stewart             Contact:            Steven A. Rosato
Title:              Manager, Corporate Travel     Title:              Multi-National Account Manager
Phone:              (817) 967-2999                Phone:              (972) 425-7005
Fax:                (817) 967-3456                Fax:                (972) 425-6977
</TABLE>


2. ACCOUNT NUMBER AND CUSTOMER IDENTIFICATION NUMBER.

AN#: 09X1CA                   CART#:  507574


3. DISCOUNT INFORMATION.  Customer will be entitled to a discount (the
"Discount") for travel on corporate business by Customer's employees toward
purchases of published fares (excluding taxes) ("Permitted Purchases") for the
city pairs and fare levels specified herein only when utilizing Customer's
applicable AN# and CART#.  The Discount will apply in full at the time of
ticketing and is expressed as a percentage reduction of such fares.  Customer
will not receive any payment or reimbursement for Discounts not applied at time
of ticket issuance. Tickets issued pursuant to this Agreement are non-endorsable
and are valid for travel on American only.  All tickets must be validated on
American Airlines (001) ticket stock  The Discount may not be used with any
other promotion, discount or special offer (except that tickets purchased with
the Discount are eligible for credit under American's AADVANTAGE-Registered
Trademark- program for frequent fliers, in accordance with the rules of such
program).  Any travel booked pursuant to this Agreement must be booked with
American by Customer directly or by Customer's designated travel agency of
record which is approved by American (each such agency, an "Agency of Record"). 
To qualify as an Agency of Record, the travel agency must execute the attached
Limited Travel Agency Agreement. Travel booked by any other person or entity
other than Customer or an Agency of Record will not be entitled to the benefits
of this Agreement. If Customer or an Agency of Record uses the AN# or CART# to
make any purchase other than a Permitted Purchase, American may (without
limiting its rights under this Agreement or the Limited Travel Agency Agreement)
assess a surcharge equal to the difference between the Discount fare and the
appropriate published fare for such purchases. 

<TABLE>
<CAPTION>
<S>                                <C>         <C>            <C>                    <C>
DOMESTIC CITY PAIRS                 FARES      INVENTORY      [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
-------------------                 -----      ---------
To / From
U.S. System to U.S. System          Full         F/C/Y        [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
(includes U.S. 48, Hawaii, 
  Puerto Rico, USVI, and Canada)   
DFW-LGA/ORD/LAX/DCA/GSO/PIT**       Full          F/C/Y       [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
                                   Applicable   Applicable    [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
</TABLE>

*  The Discount will be net of all base and incentive commissions.  Customer
agrees that American will not incur any base or incentive commissions, or credit
card fees, for tickets issued as net fares.  Any commission taken or override
incentive earned on Net Fare purchases will be subject to commission or override
recall.  Any credit card fees incurred by American will be billed back to
Customer.


                                       4
<PAGE>

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

<TABLE>
<CAPTION>
<S>           <C>
    -------------------------------------------------------------------------
              [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
    -------------------------------------------------------------------------
              [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
    -------------------------------------------------------------------------
              [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
    -------------------------------------------------------------------------
              [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
    -------------------------------------------------------------------------
              [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
    -------------------------------------------------------------------------
              [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
    -------------------------------------------------------------------------
              [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
    -------------------------------------------------------------------------
</TABLE>

4. SHARE COMMITMENT:  For each city pair listed above, Customer agrees to
maintain the applicable percentage of flown segments on American compared to all
other air carriers (combined) for that city pair (the "Share Commitment") in all
areas specified below (Domestic, International and American System) for each ARC
reporting month during the term of the Agreement.  American will review
Customer's booking and revenue performance for each calendar month of this
Agreement with Customer.  If Customer does not maintain, on an averaged basis
over the course of a calendar quarter, the Share Commitment for any listed city
pair, American may terminate this Agreement upon giving Customer thirty (30)
days prior written notice.  Domestic City Pair is defined as a point of origin
and destination served by American within the U. S. Contiguous 48 States, 
Hawaii and the District of Columbia.  International City Pair is defined as a 
U.S. point of origin and a point of destination served by American in Europe,
Pacific and Central/South America.  American System is defined as all points of
origin and destination served by American.

<TABLE>
<CAPTION>
                Domestic         [TEXT OMITTED - CONFIDENTIAL      International         [TEXT OMITTED - CONFIDENTIAL  
               City Pairs             TREATMENT REQUESTED]           City Pairs              TREATMENT REQUESTED]
               ----------             --------------------           ----------              --------------------
          <S>                    <C>                             <C>                     <C>
          All where AA offers    [TEXT OMITTED - CONFIDENTIAL    All where AA offers     [TEXT OMITTED - CONFIDENTIAL
          competitive service*        TREATMENT REQUESTED]       competitive service*        TREATMENT REQUESTED]

           AA Domestic System                                      AA International
                                                                        System
</TABLE>

     * Competitive service is defined as those city pairs in which American
     Airlines offers regularly  scheduled non-stop, direct, or connecting
     service.


5. REPORTING:  Customer, or its Agency of Record, will provide American on or
prior to the twentieth (20th) business day of each month, a consolidated
summary for the immediately preceding month which includes (i) the total number
of segments for each city pair specified above (AA plus OA segments), (ii) the
number of Customer's Permitted Purchases for each such city pair, (iii) the
total price of Customer's Permitted Purchases for each such city pair, and (iv)
Customer's market share in each such city pair (see sample report).

6. AGENCY OF RECORD INFORMATION

<TABLE>
<CAPTION>

     Name           ARC #       Pseudo City Code      CRS     Dedicated (Y/N)
     ----           -----       -----------------     -----   ---------------
 <S>              <C>        <C>                      <C>     <C>
 Answers Travel   45-53728   NOV3, J7P4, W2E4, U0Z4   SABRE         No
</TABLE>


                                       5
<PAGE>

                                     APPENDIX B
                                          
               U. S. POINT-OF-SALE:  INTERNATIONAL UPFRONT AGREEMENT
                                          
                                          
1.   CONTACT, NOTICE AND MAILING INFORMATION

<TABLE>
<CAPTION>

Customer                                                 American
<S>                 <C>                                  <C>
Mailing Address:    The SABRE Group                      Mailing Address: American Airlines, Inc.  
                    P.O. Box 619616, MD 4202                              700 DFW Business Center
                    DFW Airport, TX  75261-9616                           MD 1302, North Tower, 2nd Flr
                                                                          DFW Airport, TX 75261
                                                                          Attn: National Account Sales

Contact:            Michal A. Stewart                    Contact:         Steven A. Rosato
Title:              Manager, Corporate Travel            Title:           Multi-National Account Manager
Phone:              (817) 967-2999                       Phone:           (972) 425-7005
Fax:                (817) 967-3456                       Fax:             (972) 425-6977
</TABLE>


2. ACCOUNT NUMBER AND CUSTOMER IDENTIFICATION NUMBER.

AN#: 09X1CA                   CART#:    507574


3.   DISCOUNT INFORMATION.  Customer will be entitled to a discount (the
     "Discount") for travel on corporate business by Customer's employees toward
     purchases of published fares (excluding taxes) ("Permitted Purchases") for
     all city pairs and classes of service specified herein only when using the
     Ticket Designator SABRE.  The Discount will apply in full at the time of
     ticketing and is expressed as a percentage reduction of such fares.
     Customer will not receive any payment or reimbursement for Discounts not
     applied at time of ticket issuance.  Tickets issued using the Ticket
     Designator are non-endorsable and are valid for travel on American only. 
     All tickets must be validated on American Airlines (001) ticket stock. 
     Ticket Designator may not be used for travel itineraries which include
     other airline segments.  The Discount may not be used with any other
     promotion, discount or special offer (except that tickets purchased with
     the Discount are eligible for credit under American's AADVANTAGE-Registered
     Trademark- program for frequent fliers, in accordance with the rules of
     such program).  Any travel booked pursuant to this Agreement must be booked
     with American by Customer directly or by Customer's designated travel
     agency of record which is approved by American (each such agency, an
     "Agency of Record").  To qualify as an Agency of Record, the travel agency
     must execute the attached Limited Travel Agency Agreement. Travel booked by
     any other person or entity other than Customer or an Agency of Record will
     not be entitled to the benefits of this Agreement.  If Customer or an
     Agency of Record uses the Ticket Designator to make any purchase other than
     a Permitted Purchase, American may (without limiting its rights under this
     Agreement or the Limited Travel Agency Agreement) assess a surcharge equal
     to the difference between the Discount fare and the appropriate published
     fare for such purchases.

<TABLE>
<CAPTION>
                                                            [TEXT OMITTED - CONFIDENTIAL   [TEXT OMITTED - CONFIDENTIAL 
INTERNATIONAL CITY PAIRS                     FARES           TREATMENT REQUESTED]           TREATMENT REQUESTED]        
------------------------                     -----          ----------------------------   ---------------------------- 
<S>                                          <C>            <C>                            <C>
U.S. System to/from Europe                   Full F/C/Y     [TEXT OMITTED - CONFIDENTIAL   [TEXT OMITTED - CONFIDENTIAL  
U.S. System to/from Europe                   Applicable      TREATMENT REQUESTED]           TREATMENT REQUESTED]         
U.S. System to/from Pacific                  Full F/C/Y     
U.S. System to/from Pacific                  Applicable     
U.S. System to/from South/Central America    Full F/C/Y     [TEXT OMITTED - CONFIDENTIAL   [TEXT OMITTED - CONFIDENTIAL  
U.S. System to/from South/Central America    Applicable      TREATMENT REQUESTED]           TREATMENT REQUESTED]         
U.S. System to/from Mexico                   Full F//Y      
U.S. System to/from Mexico                   Applicable     [TEXT OMITTED - CONFIDENTIAL   [TEXT OMITTED - CONFIDENTIAL  
U.S. System to/from Africa/Middle East       Full F/C/Y      TREATMENT REQUESTED]           TREATMENT REQUESTED]         
</TABLE>

*  The Discount will be net of all base and incentive commissions.  Customer
agrees that American will not incur any base or incentive commissions, or credit
card fees, for tickets issued as net fares.  Any commission taken or override
incentive earned on Net Fare purchases will be subject to commission or override
recall.  Any credit card fees incurred by American will be billed back to
Customer.



                                       6
<PAGE>

3A.  APPLICABILITY OF INTERNATIONAL DISCOUNT TO CODESHARE FLIGHTS:

-    Travel must be on American Airlines or on a carrier listed in Appendix D,
     with whom AA has a codeshare relationship (a "Codeshare Partner").  Any
     other travel is not covered by this Agreement and is not eligible for this
     Discount.

-    When American Airlines and one or more of its Codeshare Partners serve the
     same overwater segment, American Airlines must be the operating carrier on
     that overwater segment.

-    Discount applicable only to those flights which are designated with an
     American Airlines flight number.

-    Tickets written with international destinations must include travel on
     flights which American Airlines is the operating carrier for segments
     outbound from the U.S. gateway and segments inbound to the U.S. gateway
     whenever American offers scheduled service between the U.S. gateway and the
     international destination.

-    Tickets must be plated on American Airlines ticket stock.  Tickets must be
     issued within the U.S. or Canada.  Travel may originate outside the
     U.S.

-    Tickets must be issued at a percentage off for flights operated by a
     Codeshare Partner FULL FARE FIRST CLASS, FULL FARE BUSINESS CLASS, OR FULL
     FARE FIRST CLASS ONLY as outlined for Customer in Appendix A on any AA 6000
     or AA 7000 series flights.

-    Customer will use the designated CART number for all American Airlines
     tickets on which the Codeshare Partner is the operating carrier.

-    Flights on which American Airlines is the operating carrier, but for which
     a Codeshare Partner is the marketing carrier (i.e., the carrier selling the
     ticket) are not covered by this Agreement and are not eligible for the
     Discount.


                                       7
<PAGE>

3B.  APPLICABILITY OF INTERNATIONAL DISCOUNT TO AMERICAN AIRLINES/BRITISH
AIRWAYS JOINT THROUGH FARES:

<TABLE>
<CAPTION>
     CITY PAIRS                         FARES           INVENTORY          DISCOUNT
     ----------                         -----           ---------          --------
<S>                                     <C>             <C>           <C>
     From U.S. System to Europe*        Full F/CY         F/C/Y       [TEXT OMITTED - 
                                                                      CONFIDENTIAL TREATMENT 
                                                                      REQUESTED]
     (Includes US48, Hawaii, District of Columbia, and Puerto Rico to Europe)
</TABLE>

*Discount will apply on the joint through fares between the United States and
Europe where American Airlines is used on the transatlantic segment and British
Airways is used from London to points in the United Kingdom, Ireland, and
Continental Europe.  Tickets must be plated on American Airlines ticket stock
and must be issued within the United States.  Customer must input their
designated CART number in the Tour Code Box of every ticket issued as part of
this Agreement in order to be eligible for the discount.  Tickets must be issued
as a percentage off of FULL FARE FIRST CLASS, FULL FARE BUSINESS CLASS, OR FULL
FARE COACH CLASS ONLY; no other joint through fares are eligible for the
discount.  The discount will apply to the following European cities listed
below.





                                       
               [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]






**Valid to Glasgow only during the months in which AA does not provide nonstop
service out of Chicago O'Hare.


***  The Discount will be net of all base and incentive commissions.  Customer
agrees that American will not incur any base or incentive commissions, or credit
card fees, for tickets issued as net fares.  Any commission taken or override
incentive earned on Net Fare purchases will be subject to commission or override
recall.  Any credit card fees incurred by American will be billed back to
Customer.


                                       8
<PAGE>

4. SHARE COMMITMENT:  For each city pair or Market Area listed above, Customer
agrees to maintain the applicable percentage of flown segments on American
compared to all other air carriers (combined) for that city pair (the "Share
Commitment") for each ARC reporting month during the term of the Agreement. 
American will review Customer's booking and revenue performance for each
calendar month of this Agreement with Customer.  If Customer does not maintain,
on an averaged basis over the course of a calendar quarter, the Share Commitment
for any listed city pair, American may terminate this Agreement upon giving
Customer  thirty (30) days  prior written notice.  Domestic City Pair is defined
as a point of origin and destination served by American within the U. S.
Contiguous 48 States, Hawaii and the District of Columbia.  International City
Pair is defined as a U. S. point of origin and a point of destination served by
American in Europe, Pacific and Central/South America.  American System is
defined as all points of origin and destination served by American.


<TABLE>
<CAPTION>
                Domestic         [TEXT OMITTED - CONFIDENTIAL      International         [TEXT OMITTED - CONFIDENTIAL  
               City Pairs             TREATMENT REQUESTED]           City Pairs              TREATMENT REQUESTED]
               ----------             --------------------           ----------              --------------------
          <S>                    <C>                             <C>                     <C>
          All where AA offers    [TEXT OMITTED - CONFIDENTIAL    All where AA offers     [TEXT OMITTED - CONFIDENTIAL
          competitive service*        TREATMENT REQUESTED]       competitive service*        TREATMENT REQUESTED]

           AA Domestic System                                      AA International
                                                                        System
</TABLE>

     * Competitive service is defined as those city pairs in which American
     Airlines offers regularly scheduled non-stop, direct, or connecting
     service.


5. REPORTING:  Customer, or its Agency of Record, will provide American on or 
prior to the twentieth (20th) business day of each month, a consolidated 
summary for the immediately preceding month which includes (i) the total 
number of segments for each city pair specified above (AA plus OA segments), 
(ii) the number of Customer's Permitted Purchases for each such city pair, 
(ii) the total price of Customer's Permitted Purchases for each such city 
pair,  and (iv) Customer's market share in each such city pair (see sample 
report).

6. AGENCY OF RECORD INFORMATION

<TABLE>
<CAPTION>
       Name          ARC #       Pseudo City Code       CRS     Dedicated (Y/N)
       ----          -----       ----------------       -----   ---------------
  <S>              <C>        <C>                       <C>     <C>
  Answers Travel   45-53728   NOV3, J7P4, W2E4, U0Z4    SABRE          No
</TABLE>


                                       9
<PAGE>

                                     APPENDIX C
                                          
                             CANADIAN AIRLINES ADDENDUM




1.  CONTACT, NOTICE AND MAILING INFORMATION

<TABLE>
<CAPTION>

Customer                                           American
<S>               <C>                              <C>
Mailing Address:  The SABRE Group                  Mailing Address:  American Airlines, Inc.
                  P.O. Box 619616, MD 4202                           700 DFW Business Center
                  DFW Airport, TX 75261-9616                         MD 1302, North Tower, 2nd Flr
                                                                     DFW Airport, TX 75261
                                                                     Attn: National Account Sales

Contact:          Michal A. Stewart                Contact:          Steven A. Rosato
Title:            Manager, Corporate Travel        Title:            Multi-National Account Manager
Phone:            (817) 967-2999                   Phone:            (972) 425-7005
Fax:              (817) 967-3456                   Fax:              (972) 425-6977
</TABLE>

2.  ACCOUNT NUMBER AND CUSTOMER IDENTIFICATION NUMBER.

AN#:    09X1CA                CART#:    507574


3.  DISCOUNT/TRANSBORDER: Paragraph 3 of Appendix A of the Corporate Travel
Agreement is hereby amended as follows:  All transborder flights between the
United States and Canada operated by Canadian (including flights operated by
Canadian but marketed as American codeshared flights) ("Qualifying CP
Trans-Border Flights") are eligible as Permitted Purchases only when utilizing
Customer's applicable AN# and CART# in the Tour Code Box at the time of
ticketing. Tickets purchased with the Discount are also eligible for credit
under Canadian's Frequent Flyer Program, in accordance with the rules of such
program.  All tickets for the above must be issued by the Customer's Agency of
Record within the United States or Canada and validated on American Airlines
(001) ticket stock or Canadian (018) ticket stock (i.e., both U.S. and Canadian
points of sale and/or origin are permissible).  Notwithstanding any provision of
the Corporate Travel Agreement to the contrary, itineraries involving travel on
both American and Canadian may be included on a single ticket.  No other carrier
may appear on the ticket.


3A.  DISCOUNT/INTRA-CANADA:  In addition, Paragraph 3 of Appendix A of the
Corporate Travel Agreement is hereby amended as follows:  All intra-Canada
flights operated by Canadian (including flights operated by Canadian but
marketed as American codeshared flights) ("Qualifying CP Intra-Canada Flights") 
are eligible as Permitted Purchases for the fare levels specified herein and are
subject to the discount level set forth below.  Customer and each Agency of
Record must utilize the applicable AN# and CART# in the Tour Code Box at the
time of ticketing.

<TABLE>
<CAPTION>
                                                            [TEXT OMITTED - CONFIDENTIAL
CITY PAIRS                          FARES    INVENTORY           TREATMENT REQUESTED]         ADV PURCH.  
----------                          -----    ---------           --------------------         ----------  
<S>                                <C>       <C>            <C>                               <C>
To / From
Canada System to Canada System       Full        J/Y        [TEXT OMITTED - CONFIDENTIAL         N/A
                                   Applicable  Applicable        TREATMENT REQUESTED]         Applicable  
</TABLE>

*  The Discount will be net of all base and incentive commissions.  Customer
agrees that American will not incur any base or incentive commissions, or credit
card fees, for tickets issued as net fares.  Any commission taken or override
incentive earned on Net Fare purchases will be subject to commission or override
recall.  Any credit card fees incurred by American will be billed back to
Customer.


                                      10
<PAGE>


3D.  DISCOUNT/TRANSPACIFIC AND TRANSATLANTIC: In addition, Paragraph 3 of
Appendix A of the Corporate Travel Agreement is hereby amended as follows:  All
transpacific flights operated by Canadian between the United States/Canada and
Asia, and all transatlantic flights operated by Canadian between the United
States/Canada and Europe (including American codeshared flights) ("Qualifying CP
International Flights") are eligible as Permitted Purchases for the city pairs
and fare levels specified herein only when utilizing Customer's applicable
ticket designator. Tickets issued pursuant to this Agreement will also be valid
for travel on Canadian.  Tickets purchased with the Discount are also eligible
for credit under Canadian's Frequent Flyer Program, in accordance with the rules
of such program.  All tickets for the above must be issued by the Customer's
Agency of Record within the United States or Canada and validated on American
Airlines (001) ticket stock or Canadian (018) ticket stock (i.e., both U.S. and
Canadian points of sale and/or origin are permissible).  Notwithstanding any
provision of the Corporate Travel Agreement to the contrary, itineraries
involving travel on both American and Canadian may be included on a single
ticket.  No other carrier may appear on the ticket.

<TABLE>
<CAPTION>
                                         [TEXT OMITTED - CONFIDENTIAL                [TEXT OMITTED - CONFIDENTIAL
INTERNATIONAL CITY PAIRS      FARES          TREATMENT REQUESTED]       ADV. PURCH.       TREATMENT REQUESTED
------------------------      -----          --------------------       -----------       -------------------
<S>                           <C>        <C>                            <C>           <C>
Canada to/from Europe         Full J/Y   [TEXT OMITTED - CONFIDENTIAL       N/A       [TEXT OMITTED - CONFIDENTIAL
Canada to/from Pacific        Full J/Y       TREATMENT REQUESTED]           N/A           TREATMENT REQUESTED
</TABLE>

*  The Discount will be net of all base and incentive commissions.  Customer
agrees that American will not incur any base or incentive commissions, or credit
card fees, for tickets issued as net fares.  Any commission taken or override
incentive earned on Net Fare purchases will be subject to commission or override
recall.  Any credit card fees incurred by American will be billed back to
Customer.


4.  SHARE COMMITMENT:  Qualifying CP Transborder Flights, Qualifying CP
Intra-Canada Flights and Qualifying CP International Flights (collectively
"Qualifying CP Flights") may be included to determine if Customer has met the
Share Commitment set forth in paragraph 4 of Appendix A of the Corporate Travel
Agreement.

5.  NEW YORK-TORONTO TRAFFIC:  Customer confirms and represents to American that
local U.S. point-of-sale non-stop New York - Toronto traffic constitutes no more
than 25% of Customer's (or the affiliated corporate group's) anticipated travel
(measured in flight segments) under the Corporate Travel Agreement. In the event
that Customer at any time during the term of the Corporate Travel Agreement
anticipates such traffic will exceed the 25% threshold, Customer shall
immediately inform American and Canadian in writing. Upon such notification, or
if American for any other reason anticipates that such 25% threshold will be
crossed, American may immediately terminate the Agreement with respect to the
New York/Toronto market.

6.  ANTITRUST IMMUNITY:  This Agreement may be modified or terminated by
American effective immediately with respect to one or more (or all) Qualifying
CP Flights in the event that the U.S. Department of Transportation ("DOT")
revokes or adversely modifies the antitrust immunity previously granted to
American and Canadian in connection with the marketing activities reflected in
this Agreement, or in the event the DOT or another federal or state governmental
entity proposes other adverse actions or claims against American or Canadian in
connection therewith. In the event American chooses to modify (rather than
terminate) this Agreement with respect to one or more of such flights, and
Customer objects to American's modification, then Customer may terminate this
letter agreement with respect to such flights upon thirty (30) days' written
notice.   CUSTOMER HEREBY WAIVES AND RELEASES AMERICAN AND CANADIAN FROM ANY
CAUSE OF ACTION OR CLAIM THAT THE AGREEMENT CONTRAVENE ANY FEDERAL OR STATE
ANTITRUST LAW.

7.  CONDITIONS OF CARRIAGE:  Notwithstanding anything to the contrary in this 
Agreement, all travel on Qualifying CP Flights (other than American 
codeshared flights) shall be in accordance with Canadian's conditions of 
carriage. In offering the discounts, redemption of credits and other 
corporate terms set forth above and otherwise participating in the sale of 
travel on such Canadian flights, American acts only as an agent of Canadian, 
and Customer agrees that American shall not be liable to Customer for any 
injury to or death of a passenger, or any loss of or damage to baggage or 
other property, caused by or occurring on or in connection with such flights 
and that Canadian's limitations of liability shall apply.  In the event that 
American ceases to be Canadian's agent with regard to the marketing 
activities described herein, each party's obligations and responsibilities 
pursuant to this addendum shall automatically terminate.

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<PAGE>
                                       
                                  APPENDIX D


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<PAGE>

                                  ATTACHMENT A


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<PAGE>

                                  ATTACHMENT B

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