<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]."


                               SERVICES AGREEMENT

This Services Agreement ("Agreement") is entered into effective as of March
15, 2000 and between American Airlines, Inc. ("AA"), a Delaware corporation
with principal offices located in Fort Worth, Texas, and Sabre Inc.
("Sabre"), a Delaware corporation with principal offices located in Fort
Worth, Texas.

                                   BACKGROUND

1.       Since July 1, 1996, Sabre has been operating as an independent company
         from AA, and AA has been performing a variety of payroll and other
         services for Sabre under the terms of a Management Services Agreement
         (MSA) entered into by and between AA and Sabre.

2.       As a result of certain separate transactions expected to occur on or
         about March 15, 2000, Sabre, its parent company, Sabre Holdings
         Corporation and their Affiliates, will no longer be Affiliates under
         common control with AA.

3.       The majority of the services rendered under the MSA will be wound down
         and terminated by June 30, 2001. AA and Sabre intend that the MSA will
         expire on June 30, 2001.

4.       The parties contemplate that AA may continue providing payroll and
         related services to Sabre beyond June 30, 2001, and therefore wish to
         enter into a separate agreement governing the terms and conditions
         under which these services will be performed, and this Agreement shall
         supersede and replace the MSA with respect to the Services as of the
         effective date of this Agreement.

                                    CLAUSES

NOW, THEREFORE, in consideration of the mutual promises set forth below, AA
and Sabre agree as follows:

1.       Definitions and Interpretation.

         Various terms used in this Agreement are defined in the Definitional
         Appendix; the defined terms used in this Agreement begin with a capital
         letter. Various interpretative matters for this Agreement are also set
         forth in the Definitional Appendix. The Definitional Appendix is
         incorporated herein as an integral part of this Agreement.

2.       Services, Payments and Taxes.
<PAGE>

         2.1      SERVICES TO BE RENDERED; CHANGES. AA will provide payroll and
                  certain related services (the "Services") to Sabre as more
                  fully described on Schedule A and the related Service Level
                  Agreement dated January 1, 2000, both of which are attached to
                  and form part of this Agreement. The Services are rendered
                  solely to, or for the direct benefit of, Sabre and the Sabre
                  Affiliates identified on Schedule A and may not be transferred
                  or assigned to any other Person. Sabre will make available
                  access to all information, systems, data, facilities and
                  personnel support reasonably required by AA to effectively
                  perform the Services as provided in the Service Level
                  Agreement.

                  Sabre may from time to time submit a written request for a
                  change or addition to the Services. AA will not unreasonably
                  withhold its approval of such change or addition and will
                  provide Sabre with a written response to the change request
                  identifying (i) any additional charge as a result of the
                  change or addition, (ii) an estimate of the time for
                  implementation of the requested change or addition, and (iii)
                  any additional terms or conditions that would apply to the
                  change or addition. Sabre may, in its discretion, accept or
                  reject AA's proposal. Each Party shall use all reasonable
                  efforts to respond as expeditiously as possible to any change
                  requests or proposals.

         2.2      STANDARD OF CARE. AA will use the same care in rendering the
                  Services to Sabre as it uses in rendering substantially
                  similar services for itself and its Affiliates, but in no
                  event less than reasonable care. However, AA has full
                  discretion as to how to render the Services, and is not
                  obligated to render the Services in the same manner (e.g.,
                  using the same personnel) or in the same place as it has
                  previously rendered, or may render in the future, such
                  Services for itself or for Sabre.

         2.3.     PRICE AND PAYMENT. Sabre will make all payments owed to AA
                  hereunder, without set-off or reduction for any amounts owed
                  or claimed from AA by Sabre and exclusively in United States
                  Dollars, by means of wire transfer to an account or accounts
                  designated by AA. AA will invoice Sabre for amounts accrued
                  under SCHEDULE A for each month during the term of this
                  Agreement. Payment must be made within thirty (30) days after
                  receipt of an invoice from AA. AA may charge interest on any
                  past due invoiced amount at the annual rate of 18% (or, if
                  lower, the highest lawful rate) from the due date until paid
                  in full with accrued interest. Invoices will be in a format
                  and contain reasonable detail as mutually agreed in writing by
                  AA and Sabre.

                                       2
<PAGE>

                  AA will not back bill Sabre for any Services that were
                  rendered in 1998 and 1999 under the MSA.

         2.4      EXPENSES. Unless otherwise provided in Schedule A or
                  specifically agreed by the Parties, each Party will bear its
                  own costs and/or expenses in connection with the performance
                  of this Agreement and the exercise of its rights and remedies
                  under this Agreement.

         2.5      TAXES. Sabre and AA are responsible for taxes relating to this
                  Agreement as follows:

                  a)       Each Party is responsible for its income and
                           franchise taxes, and for all other taxes (however
                           described) based on its own income and earnings.

                  b)       Sabre is responsible for all sales, excise, use and
                           similar taxes (however described) of any
                           jurisidiction which are applicable to, or in respect
                           of, the Services and the payments made under this
                           Agreement. Accordingly, all payments by Sabre to AA
                           under this Agreement are to be net of any such taxes,
                           and/or grossed-up to the extent necessary for AA to
                           receive the intended net amount. If Sabre claims an
                           exemption or exclusion from taxes of this kind, it
                           shall deliver to AA a certificate or letter stating
                           Sabre's good-faith belief that a Service is not, in
                           whole or in part, subject to those taxes.

                  c)       Each of Sabre and AA is responsible for all
                           employment-related taxes (however described)
                           regarding its own employees.

                  d)       ASSESSMENTS, REFUNDS AND DISPUTES.

                           (i)      If AA receives an assessment from a taxing
                                    authority covering taxes for which Sabre is
                                    responsible under this Section, AA shall
                                    notify Sabre of the assessment and, at
                                    Sabre's request, timely contest the
                                    assessment. If payment to the taxing
                                    authority is required by law as a condition
                                    to protest, Sabre shall timely furnish AA
                                    the required amount for that payment.

                           (ii)     If Sabre believes it has overpaid taxes to
                                    AA for any of the Services (in whole or in
                                    part), Sabre may require AA to file a

                                       3
<PAGE>

                                    claim for a refund at Sabre's expense. If
                                    permitted by law, AA may assign any right to
                                    a refund directly to Sabre instead of filing
                                    a refund claim. Any refund of taxes
                                    (including any interest) received by AA
                                    under this Section shall be promptly
                                    forwarded to Sabre.

                           (iii)    Before AA is required to pursue any action
                                    requested by Sabre under this Section, AA
                                    may at any time require Sabre to deliver a
                                    letter of advice from outside counsel
                                    (selected by Sabre) stating that Sabre's tax
                                    position is reasonable.

                           (iv)     Except as stated in the next sentence, any
                                    dispute between the parties regarding the
                                    application of any taxes related to the
                                    Services provided under this Agreement shall
                                    be resolved by the Dispute Resolution
                                    Procedure. Any dispute as to the amount of
                                    tax owed to a taxing authority, including a
                                    dispute between a party and the taxing
                                    authority, need not be resolved by the
                                    Dispute Resolution Procedure, but may be
                                    resolved by any appropriate administrative
                                    or legal procedure available to a party
                                    under this Agreement apart from the Dispute
                                    Resolution Procedure.

3.       TERM AND TERMINATION.

         The term of this Agreement will commence on March 15, 2000 and
remain in effect until December 31, 2001, unless extended or earlier
terminated as follows:

         3.1      RENEWAL; THREE-MONTH EXTENSION ON EXPIRATION. At least one
                  hundred eighty (180) days before the expiration of the initial
                  term or any renewal term, Sabre may request an extension of
                  the term of this Agreement of one year or more. If, after good
                  faith negotiation, the Parties do not agree in writing on the
                  terms and conditions of the extension by the one-hundred
                  twentieth (120th) day before the expiration of the initial or
                  any renewal term, this Agreement will expire, UNLESS Sabre, on
                  or before that 120th day, notifies AA in writing that it
                  wishes the Services to be continued, and the term to be
                  extended, for a period of three calendar months after the
                  expiration date.

         3.2      TERMINATION FOR CAUSE. This Agreement may be terminated by a
                  Party, immediately upon Notice to the other Party, if:

                                       4
<PAGE>

                  1)       the other Party makes a general assignment of all or
                           substantially all of its assets for the benefit of
                           its creditors;

                  2)       the other Party applies for, consents to, or
                           acquiesces in the appointment of a receiver, trustee,
                           custodian, or liquidator for its business or all or
                           substantially all of its assets;

                  3)       the other Party files, or consents to or acquiesces
                           in, a petition seeking relief or reorganization under
                           any bankruptcy or insolvency laws;

                  4)       a petition seeking relief or reorganization under any
                           bankruptcy or insolvency laws is filed against the
                           other Party and is not dismissed within ninety (90)
                           days after it was filed;

                  5)       the other Party's material breach of this Agreement
                           continues uncured or uncorrected for thirty (30) days
                           following receipt of Notice from the non-defaulting
                           Party specifying the nature of that breach.

         3.3      TERMINATION FOR CONVENIENCE. Upon not less than one hundred
                  twenty (120) days Notice, Sabre shall have the right to
                  terminate this Agreement, without cause. Any such termination
                  may take effect only on a month end after December 31, 2000.
                  If Sabre requests the termination be effective at the end of
                  any month other than a calendar quarter (i.e., March 31, June
                  30, September 30 or December 31), Sabre will reimburse AA for
                  all incremental costs incurred by AA in winding up the
                  Services, plus an additional five percent (5%) of such
                  incremental costs as an administrative charge.

         3.4      PARTY'S OWN CONDUCT; REMEDIES NON-EXCLUSIVE. A Party may not
                  terminate this Agreement if an event or circumstance described
                  in SECTION 3.2, upon which that Party would rely in so
                  terminating, was caused by that Party's breach of this
                  Agreement. The termination rights under this SECTION 3 are not
                  exclusive of any other right or remedy of a non-breaching
                  Party granted in this Agreement, unless otherwise specifically
                  provided.

         3.5      TRANSITION ASSISTANCE. For up to one-hundred eighty (180) days
                  after the date of expiration of this Agreement or termination
                  by Sabre under this SECTION 3, AA will comply with Sabre's
                  reasonable requests for assistance in data migration, and
                  obtaining records and other information relating to the
                  Services rendered by AA preceding that expiration or
                  termination. In connection with the expiration or termination
                  of this Agreement and the Parties mutual interest in Sabre's
                  efficient

                                       5
<PAGE>

                  and orderly transition to a new system and/or service
                  provider, if Sabre requires assistance from AA, Sabre
                  will deliver to AA: (i) detailed functional requirements of AA
                  for the transition no less than ninety (90) days before the
                  actual cessation of Services under this Agreement, and (ii)
                  detailed functional specifications for data transfer from AA
                  no less than sixty (60) days before the actual cessation of
                  Services. Sabre will reimburse and pay AA's reasonable
                  expenses incurred in connection with the foregoing assistance
                  against invoices submitted to Sabre by AA in accordance with
                  SECTION 2 above. AA will supply reasonable supporting
                  documentation or other records and reports in connection with
                  such reimbursable expenses.

4.       CONFIDENTIALITY/OWNERSHIP

         4.1      CONFIDENTIAL INFORMATION. AA agrees that any information AA
                  and its employees receive or review concerning Sabre's
                  employees and business in the course of rendering the Services
                  may be confidential and/or proprietary to Sabre. AA
                  acknowledges that the following items are confidential
                  information of Sabre (whether or not so marked): individual
                  Sabre employee payroll data and other related information,
                  Sabre's general accounting ledger and Sabre SAP data. Sabre
                  will use reasonable efforts not to reveal any such information
                  to AA or its employees to the extent it is not required to
                  perform the Services, and, if it is, to clearly mark or
                  otherwise identify such information as confidential. AA will
                  maintain any information so identified as confidential and
                  will not disclose it to any third party (unless required to do
                  so by applicable laws) or use it directly or indirectly for
                  any purpose except the performance of Services under this
                  Agreement. AA agrees to return all such information and all
                  compilations or summaries or synopses thereof (and all copies
                  of all of the foregoing) in AA's possession to Sabre upon the
                  termination of this Agreement, except to the extent it is
                  impractical to desegregate or delete any such information
                  stored electronically, or AA would retain such information for
                  itself for the purposes of future auditing or reporting
                  requirements. In any event, AA's confidentiality obligation
                  above will survive the expiration or termination of this
                  Agreement for a period of five (5) years.

         4.2      SYSTEM OWNERSHIP. Sabre acknowledges that it does not have and
                  will not acquire any proprietary rights in SHARP. However,
                  Sabre may, at any time, request AA to enter into good faith
                  negotiations to acquire ownership of or a license to use and
                  modify SHARP for its own benefit, subject to the terms of AA's
                  license for the core SAP system and the proprietary rights
                  therein. [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] In
                  the event Sabre elects to acquire a license to SHARP, AA
                  agrees to use reasonable efforts to acquire or obtain rights
                  from SAP necessary for SABRE to utilize SHARP.

5.       LIMITED WARRANTY; REMEDY.

                                       6
<PAGE>

         OTHER THAN THE STATEMENT AS TO STANDARD OF CARE IN SECTION 2.2, ALL
         SERVICES ARE PROVIDED BY AA "AS IS," WITHOUT ANY WARRANTY WHATSOEVER.
         SABRE RECOGNIZES THAT THE "AS IS" CLAUSE OF THIS AGREEMENT IS AN
         IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH AA WOULD
         NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. AA DISCLAIMS ALL OTHER
         WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES,
         INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
         PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT
         REGARDING THE SERVICES SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR
         GIVE RISE TO ANY LIABILITY OF AA WHATSOEVER. SABRE ACKNOWLEDGES THAT IT
         HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTY IN THIS
         AGREEMENT.

         In the event of any inaccuracies or deficiencies in the Services caused
         by AA's improper or negligent performance of the Services, AA will, as
         soon as reasonably possible following identification of such
         inaccuracies or deficiencies by Sabre, perform the Services again or
         take such other reasonable corrective measures as will remedy the
         inaccuracy or deficiency, all without additional expense to Sabre.
         Sabre's remedy under this limited warranty is exclusive of, and not
         cumulative with, any other remedy against AA for such breach of
         warranty, including termination for breach and any claim for Damages,
         but without prejudice to Sabre's rights to indemnification under
         SECTION 7.1.

6.       LIMITATION OF LIABILITY.

         SABRE WAIVES ALL LIABILITY OF AA FROM ORDINARY NEGLIGENCE, WHETHER
         CONTRIBUTORY, SOLE OR JOINT. AA IS NOT LIABLE TO SABRE FOR ANY
         INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER
         ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE
         OR SAVINGS, OR THE LOSS OF USE OF ANY DATA, EVEN IF AA HAD BEEN ADVISED
         OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. UNDER NO
         CIRCUMSTANCES MAY AA'S AGGREGATE CUMULATIVE LIABILITY HEREUNDER,
         WHETHER IN CONTRACT (INCLUDING THE INDEMNITY OBLIGATIONS OF SECTION 7
         BELOW), TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF SERVICES FEES
         ACTUALLY PAID TO AA UNDER THIS AGREEMENT. SABRE ACKNOWLEDGES THAT THE
         FEES PAID BY IT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS
         AGREEMENT AND THAT AA WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE
         LIMITATIONS ON ITS LIABILITY.

7.       INDEMNIFICATION.

                  7.1 BY AA. Subject to the limitation of SECTION 6, AA will
                  indemnify and hold harmless (i) Sabre and the Sabre
                  Indemnified Parties, from and against any Damages (including
                  reasonable attorneys' fees and litigation expenses) caused by

                                       7
<PAGE>

                  the willful misconduct or gross negligence of AA's employees
                  involved in the performance of Services, and (ii) Sabre and
                  its Affiliates from and against any fines, penalties or other
                  civil liability assessed by any governmental authority for a
                  failure to remit payroll taxes comply timely and correctly
                  with other payroll-related reporting requirements to the
                  extent such failure is caused by AA's improper performance of
                  or negligence in performing the Services. The latter indemnity
                  is subject to the procedures for Third Party Claims set forth
                  in SECTION 7.4.

         7.2      BY SABRE. Sabre will indemnify and hold harmless AA and
                  the AA Indemnified. Parties from any Damages (including
                  reasonable attorneys' fees and litigation expenses) caused by
                  a Third Party Claim arising out of AA's performance of the
                  Services.

         7.3      EFFECT OF INDEMNIFIED PERSON'S CONDUCT. The indemnification
                  obligations in SECTIONS 7.1 AND 7.2 will be extinguished to
                  the extent that the Damages of the other Party, or any of its
                  Indemnified Agents for whom or which the other Party is
                  seeking indemnification, were caused by the gross negligence
                  or willful misconduct of the Person for whom or which
                  indemnification is sought. THE ORDINARY NEGLIGENCE OF A PERSON
                  OR THE JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF PERSONS
                  SHALL NOT PRECLUDE THAT PERSON OR ANY OF THOSE PERSONS FROM
                  RECEIVING THE BENEFITS OF INDEMNIFICATION UNDER THIS
                  AGREEMENT.

         7.4      PROCEDURES FOR THIRD PARTY CLAIMS. If an Indemnification Claim
                  is based on a Third-Party Claim:

                  (a)      The Indemnified Party shall give an Indemnification
                           Claim Notice promptly after it receives the
                           Third-Party Claim. The failure of an Indemnified
                           Party to timely give an Indemnification Claim Notice
                           shall relieve the Indemnifying Party of its
                           indemnification obligations only to the extent the
                           Indemnifying Party is actually prejudiced by that
                           failure.

                  (b)      The Indemnifying Party shall be entitled to defend
                           the Third-Party Claim, with its chosen counsel and at
                           its own expense, if (i) the Third-Party Claim seeks
                           only monetary relief, and not an injunction or other
                           equitable relief, against the Indemnified Party, and
                           (ii) the Indemnifying Party elects to assume, and
                           diligently conducts, that defense. The Indemnifying
                           Party's election to defend shall be given by Notice
                           to the Indemnified Party within the Indemnification
                           Response Period. If the Indemnifying Party conducts
                           the defense, the Indemnified Party may participate in
                           that defense with its own counsel and at its own
                           expense.

                   (c)     If the Indemnifying Party does not elect to defend
                           the Third-Party Claim by Notice within the
                           Indemnification Response Period, or if the
                           Indemnifying Party does not diligently conduct the
                           defense, the Indemnified Party shall be entitled,
                           upon further Notice to the Indemnifying Party, to
                           defend the Third-Party Claim on behalf of, and for
                           the account and risk of, the

                                       8
<PAGE>

                           Indemnifying Party (if it is determined that the
                           Indemnifying Party has an indemnification obligation
                           regarding that Indemnification Claim). In this
                           circumstance, the Indemnifying Party may participate
                           in the defense with its own counsel and at its own
                           expense.

                  (d)      If there is a conflict of interest that makes it
                           inappropriate for the same counsel to represent the
                           Indemnifying Party and the Indemnified Party in
                           defending the Third-Party Claim, the Indemnifying
                           Party shall pay for separate counsel for the
                           Indemnified Party.

                  (e)      The Indemnifying Party defending a Third-Party Claim
                           may compromise, settle, or resolve that Third-Party
                           Claim without the Indemnified Party's consent if the
                           compromise, settlement, or resolution involves only
                           the payment of money by the Indemnifying Party
                           (whether on its own behalf or on behalf of the
                           Indemnified Party) and the third-party claimant
                           provides the Indemnified Party a release from all
                           liability regarding the Third-Party Claim. Otherwise,
                           the Indemnifying Party may not compromise, settle, or
                           resolve the Third-Party Claim without the Indemnified
                           Party's Reasonable Consent.

                  (f)      The Indemnifying Party and the Indemnified Party
                           shall cooperate with all reasonable requests of the
                           other in defending any Third-Party Claim.

         7.5      TIME FOR CLAIMS.  A Party may make an Indemnification Claim

                  (a)      not based on a Third-Party Claim, only within two (2)
                           years after the breach or other event constituting
                           the basis for that Indemnification Claim occurred,
                           even if not discovered until after that second
                           anniversary, or

                  (b)      based on a Third-Party Claim, at any time.

         7.6      SURVIVAL. The rights, remedies, and obligations under this
                  SECTION 7 shall continue on and after the expiration or
                  termination of this Agreement.

8.       INDEPENDENT CONTRACTOR.

         Sabre and AA acknowledge and agree that AA, and its employees rendering
         Services under this Agreement, are acting solely as independent
         contractor, and not as employees, with respect to Sabre. Neither Party
         has any authority to make offers or representations on the other
         Party's behalf or otherwise to bind or incur liability on behalf of the
         other Party, and may not hold itself out as having any such authority.

9.       RIGHT TO AUDIT.

         AA will keep complete records and accounts related to the performance
         of the Services and payments made under this Agreement. Such records
         and accounts will be open for inspection, examination, audit and
         copying by Sabre or its designated representatives at all reasonable
         times. AA will keep and preserve all such records and accounts
         throughout the term of this Agreement, and for a period of at least six
         (6) months after the expiration or termination of this Agreement.

                                       9
<PAGE>

10.      NOTICES.

         All Notices or other communications under this Agreement must be in
         writing and will be deemed effectively received (i) when delivered
         personally by hand to the recipient or when transmitted by facsimile to
         the recipient (with telephonic confirmation by the sender to the
         recipient), or (ii) one (1) business day after mailing by overnight
         courier to the Parties at the following addresses (or at such other
         addresses as may be specified by Notice in accordance with this
         section):

         IF TO AA:                                IF TO SABRE:
         American Airlines, Inc.                  Sabre Inc.
         4333 Amon Carter Boulevard               4255 Amon Carter Boulevard
         Mail Drop 5501                           Mail Drop 4204
         Fort Worth, Texas 76155                  Fort Worth, Texas 76155
         Facsimile:  817-967-1184                 Facsimile: 817-963-3051
         Attention: Managing Director             Attention: Sr. Vice President,
                    - Financial Planning                     Human Resources

                                                  WITH A COPY TO:
                                                  Sabre Inc.
                                                  4255 Amon Carter Boulevard
                                                  Mail Drop 4204
                                                  Fort Worth, Texas 76155
                                                  Facsimile: 817-931-7502
                                                  Attention: General Counsel

11.      ASSIGNMENT AND DELEGATION.

         AA has subcontracted for the performance of certain of the Services and
         may subcontract for the performance of any part or all of the Services
         in its discretion, without affecting the Price to be paid for the
         Services under SCHEDULE A or AA's responsibility for their performance
         hereunder. AA will notify Sabre in advance of any new subcontracting or
         change in subcontractors under this Agreement. Otherwise, neither Party
         may assign this Agreement, in whole or in part, nor delegate any of its
         duties without the Consent of the other Party. Any assignment attempted
         in violation of this provision is null and void. No third party
         beneficiaries are created by this Agreement.

12.      GOVERNING LAW.

         The validity, interpretation and performance of this Agreement are
         governed by the laws of the State of Texas applicable to contracts
         wholly performed within the State of Texas.

13.      DISPUTE RESOLUTION MATTERS.

         Except as otherwise stated in this Agreement, the Parties will resolve
         all Disputes in accordance with the Dispute Resolution Procedure.
         Nevertheless, if any Person other than the Parties or their Affiliates
         (a) has initiated a lawsuit or other Proceedings against or

                                       10
<PAGE>

         involving either or both of the Parties in which a Dispute will be
         resolved, or (b) is a necessary participant in any Proceedings to
         resolve a Dispute and cannot be joined by either or both of the Parties
         in an arbitration of that Dispute under SECTION B.3(h) of the Dispute
         Resolution Appendix, so that (in either case) the Dispute Resolution
         Procedure is or will be ineffective, then the Parties need not use or
         follow the Dispute Resolution Procedure to resolve that Dispute -
         though the submission to jurisdiction in SECTION B.5 of the Dispute
         Resolution Appendix will apply if necessary.

14.      FORCE MAJEURE.

         Either Party is excused from performing its obligations under this
         Agreement (except for the obligation to make payments) to the extent
         that it is prevented from performing as a result of any act or event
         which occurs and is beyond its reasonable control, including, without
         limitation, acts of God, strikes or other labor disturbances, utilities
         or communications failures, riots, insurrections, sabotage or
         vandalism. If a Party anticipates any excusable delay or failure
         pursuant to this section, it will promptly Notify the other Party of
         the anticipated delay or failure, the anticipated effect of that delay
         or failure, and any actions that are being or are to be taken to
         alleviate or overcome the cause of the delay or failure.

15.      MISCELLANEOUS.

         This Agreement constitutes the entire agreement between the parties
         relating to its subject matter and supersedes any prior agreements and
         understandings (including, but not limited to, the MSA as of the
         effective date of this Agreement) whether oral or written, between the
         Parties. No modification, amendment or change is effective or binding
         on any Party unless set forth in a writing, duly executed by the
         Parties. The waiver by either Party of any requirement or obligation
         will not operate or be construed as a subsequent waiver. This Agreement
         is binding on and inures to the benefit of the Parties, their legal
         representatives, and permitted successors and assigns. This Agreement
         may be executed in one or more identical counterparts, each of which is
         an original, but all of which constitute one instrument. If any
         provision contained in this Agreement is held invalid, illegal or
         unenforceable in any respect, such invalidity, illegality or
         unenforceability will not invalidate this entire Agreement. Such
         provision will be deemed to be modified to the extent necessary to
         render it valid and enforceable, and if no such modification renders it
         valid or enforceable, then this Agreement may be construed as if not
         containing such provision.

                                       11
<PAGE>


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

AMERICAN AIRLINES, INC.                              SABRE INC.

By:      ________________________                    By:   _____________________
         Doug. G Herring                             Name:
Title:   Vice President and Controller               Title:

                                       12
<PAGE>

                 DEFINITIONAL APPENDIX TO SERVICES AGREEMENT

1.       DEFINED TERMS.  In the Agreement, the following terms have the
         corresponding meanings:

         AA means American Airlines, Inc., a Delaware corporation.

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

         AGREEMENT means the Services Agreement between AA and Sabre (including
         the Definitional Appendix, the Dispute Resolution Appendix, Schedule,
         and the Service Level Agreement), as may be amended or supplemented
         from time to time in accordance with its terms.

         ARBITRATION RULES means the Rules for Commercial Arbitration of the
         American Arbitration Association in effect at the time of an
         arbitration in accordance with the Dispute Resolution Procedure.

         CONTROL means the right to exercise, directly or indirectly, more than
         50% of the voting power attributable to the equity interests in an
         entity. (Controlling and Controlled have correlative meanings.)

         CONSENT means the prior written consent of a Party (in any capacity) in
         its sole discretion.

         DAMAGES means the 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. Damages':

         1.       consists only of actual damages;
         1.       excludes (except as provided in the last sentence of this
                  definition) any lost profits, lost income, or lost savings and
                  any punitive, exemplary,

                                       13
<PAGE>

                  consequential, indirect, special, or incidental damages
                  (however described), even if the possibility of those losses
                  or damages was known; and

         2.       includes (except as may be reduced in accordance with the next
                  sentence) all fines, penalties, and interest paid or payable
                  to any Governmental Authority.

         For the avoidance of doubt, the Damages of a Person include any lost
         profits, lost income, or lost savings and any punitive, exemplary,
         consequential, indirect, special, or incidental damages (however
         described) awarded against that Person in favor of another Person
         asserting a Third-Party Claim against that Person.

         DEFINITIONAL APPENDIX means this Definitional Appendix to the Services
         Agreement, containing definitions and interpretive matters for, as an
         integral part of, the Agreement.

         DISPUTE means any dispute, disagreement, claim, or controversy arising
         in connection with or relating to the Agreement, or the validity,
         interpretation, performance, breach, or termination of the Agreement,
         including any claim of breach of representation or warranty or of
         nonperformance and any claim regarding bodily or other personal injury
         or damage to tangible property.

         DISPUTE RESOLUTION APPENDIX means the Dispute Resolution Appendix to
         Services Agreement, containing the Dispute Resolution Procedure for, as
         an integral part of, the Agreement.

         DISPUTE RESOLUTION PROCEDURE means the procedure or process by which a
         Dispute shall be resolved (except as otherwise stated in the Agreement)
         as described in the Dispute Resolution Appendix.

         FIXED-PRICE SERVICE means a Service the Price for which is a fixed or
         nonvariable amount other than a fixed rate

         GOVERNMENTAL AUTHORITY means any federal, state, local, or foreign
         government or governmental, quasi-governmental, administrative, or
         regulatory authority, agency, body, or entity, including any court or
         other tribunal.

                                       14
<PAGE>

         INDEMNIFICATION CLAIM means a claim or demand of a Party, on its behalf
         or on behalf of one or more of its Indemnified Agents, for
         indemnification under SECTION 7.

         INDEMNIFICATION CLAIM NOTICE means a Notice from the Indemnified Party
         describing an Indemnification Claim and the amount or the estimated
         amount of that Indemnification Claim to the extent then feasible
         (though that estimate shall not be determinative of the final amount of
         that Indemnification Claim).

         INDEMNIFICATION RESPONSE PERIOD means the twenty (20) days after an
         Indemnification Claim Notice is given during which the Indemnifying
         Party may investigate and determine its responsibility or liability for
         an Indemnification Claim and, if relating to a Third-Party Claim,
         Notify the Indemnified Party of the Indemnifying Party's election to
         defend that Third-Party Claim.

         INDEMNIFIED AGENTS means collectively, the officers, directors,
         employees, and agents of a Party and its Affiliates.

         INDEMNIFIED PARTY means a Party entitled to or seeking indemnification,
         on its own behalf or on behalf of one or more of its Indemnified
         Agents, under SECTION 7.

         INDEMNIFYING PARTY means a Party that has or is alleged to have an
         obligation to indemnify the other Party in response to an
         Indemnification Claim.

         NOTICE means a written communication complying with SECTION 10. (Notify
         has the correlative meaning.)

         PARTIES means collectively, AA and Sabre. (Party means either AA or
         Sabre.)

         PERSON means an individual; a corporation, partnership, trust,
         association, or entity of any kind or nature; or a Governmental
         Authority.

         PRICE means the amount or rate, in either case whether fixed or
         variable and however measured, charged to Sabre for a Service, as
         agreed by the Parties.

                                       15
<PAGE>

         PROCEEDINGS means any action, suit, claim, investigation, demand,
         audit, or other proceedings by or before any Governmental Authority or
         any arbitration proceedings.

         REASONABLE CONSENT means the prior written consent of a Party (in any
         capacity), which may not be unreasonably withheld or conditioned.

         REPRESENTATIVE means the individual agent or representative designated
         by either Party to be it's formal liaison with or representative to the
         other Party for matters relating to the Agreement, having the
         (non-exclusive) authority and responsibility described in the
         Agreement.

         SABRE means Sabre Inc., a Delaware corporation.

         SERVICE LEVEL AGREEMENT means the document of the same name dated
         January 1, 2000 and attached to this Agreement.

         SERVICES means the services to be rendered by AA and described on
         SCHEDULE A to this Agreement. Further details with respect to the
         nature of the Services and the manner and procedures for their
         performance are provided in the Service Level Agreement.
         SHARP means the modules of the SAP brand software system for business
         management, licensed by AA, which are designed to maintain certain
         human resources data bases and perform payroll and other related
         functions. As used in this Agreement, SHARP means a version customized
         and adapted specifically for AA's and its Affiliates environment and
         requirements.

         THIRD-PARTY CLAIM means a claim of liability asserted against either
         Party by a Person other than the other Party.

         USE-BASED SERVICE means a Service the Price for which is variable; or a
         Service the Price for which is a fixed rate, but the amount due for
         that Service is determined by or based upon, at least in part, the
         extent of the actual use of AA's personnel or other assets.

B. INTERPRETATIVE MATTERS. The Agreement is the result of the Parties
negotiations, and no provision of the Agreement shall be construed for or
against either Party because of the

                                       16
<PAGE>

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.       $ refers to United States Dollars;
         4.       the singular includes the plural, and vice versa, and each
                  gender includes each of the others;
         5.       captions or headings are only for reference and are not to be
                  considered in interpreting the Agreement;
         3.       Section refers to a Section of the Agreement, unless otherwise
                  stated in the Agreement;
         6.       an event to occur, an action to be performed, or a condition
                  to be satisfied by or as of a stated date in the Agreement
                  shall occur or be effective or satisfied no later than 5:00
                  p.m. on that date; and
         7.       each reference to a time of day in the Agreement is to local
                  time in Fort Worth, Texas, and midnight begins a day.


                                       17
<PAGE>

                           DISPUTE RESOLUTION APPENDIX

                               SERVICES AGREEMENT

A.       DEFINED TERMS. Various terms used in this Dispute Resolution Appendix,
         which begin with a capital letter, are defined in the Definitional
         Appendix to Services Agreement. In addition, the following terms used
         only in this Dispute Resolution Appendix have the corresponding
         meanings:

                  COMPLEX DISPUTE LIST means the Complex Dispute List, or if
                  that list is not then maintained by the American Arbitration
                  Association, another list of individuals having similar
                  qualifications maintained by the American Arbitration
                  Association.

                  INITIAL EXECUTIVE REVIEW COMMITTEE means a committee
                  consisting of the Managing Director of Financial Planning of
                  AA, the Vice President and Controller of Sabre, and the
                  Managing Director of Corporate Development of AMR.

                  SECOND EXECUTIVE REVIEW COMMITTEE means a committee consisting
                  of the Vice President and Controller of AA and the Senior Vice
                  President and Chief Financial Officer of Sabre.

                  QUALIFICATIONS means an inclusion in the Complex Dispute List
                  or having extensive knowledge or experience, or both,
                  regarding management services similar to the Service or
                  Services that are the subject of the Dispute.

         The interpretative matters set forth in the Definitional Appendix also
apply to this Dispute Resolution Appendix.

B.       DISPUTE RESOLUTION PROCEDURE.

         1.       GENERAL PROCEDURE. Except as otherwise stated in the
                  Agreement, the Parties shall resolve all Disputes in
                  accordance with this procedure:

                                  18
<PAGE>

                  a)       Each Party shall instruct its Representative to
                           promptly negotiate in good faith with the other
                           Party's Representative to resolve the Dispute.

                  b)       If the Representatives do not resolve the Dispute
                           within ten (10) business days (or such longer period
                           as the Representatives may agree) after the date of
                           referral of the Dispute to them, the Dispute shall be
                           referred (by either or both of the Representatives)
                           to the Initial Executive Review Committee for
                           resolution.

                  c)       If the Initial Executive Review Committee does not
                           resolve the Dispute within ten (10) business days (or
                           such longer period as that Committee may agree) from
                           the date of referral to it, the Dispute shall be
                           referred (by that Committee or any of its members) to
                           the Second Executive Review Committee for resolution.

                  d)       If the Second Executive Review Committee does not
                           resolve the Dispute within ten (10) business days (or
                           such longer period as that Committee may agree) after
                           the date of referral to it, either Party may submit
                           the Dispute for resolution by the Parties Presidents,
                           who may submit the Dispute to non-binding mediation
                           in accordance with SECTION B.2 of this Dispute
                           Resolution Appendix.

                  5)       If the Dispute is not resolved by the Parties
                           Presidents (if submitted to them) and is not
                           submitted to or resolved by mediation, then either
                           Party may submit the Dispute to binding arbitration
                           in accordance with SECTION B.3 of this Dispute
                           Resolution Appendix. A referral under any of SECTIONS
                           B.1(b), B.1(c), AND B.1(d) of this Dispute Resolution
                           Appendix shall be made by Notice to the Persons
                           designated in the applicable Section or Sections.
                           That Notice shall be in a form described in the
                           Agreement or an electronic mail message and addressed
                           to each Person at his office address or electronic
                           mail address; each Notice shall be given and
                           effective as described in the Agreement or, in the
                           case of electronic mail, upon actual receipt. The
                           date of referral is the last date that Notice is
                           given to all of the Persons to whom the Dispute must
                           have been referred.

         2. Mediation means the mediation of an unresolved Dispute shall be
conducted in this manner:

                                       19
<PAGE>

                  a)       Either Party may submit the Dispute to mediation by
                           giving Notice of mediation to the other Party. The
                           Parties shall attempt to agree upon and appoint a
                           sole mediator who has the Qualifications promptly
                           after that Notice is given.

                  b)       If the Parties are unable to agree upon a mediator
                           within ten (10) days after the date the Dispute is
                           submitted to mediation, either Party may request the
                           Dallas office of the American Arbitration Association
                           to appoint a mediator who has the Qualifications. The
                           mediator so appointed shall be deemed to have the
                           Qualifications and to be accepted by the Parties.


                  6)       The mediation shall be conducted in the Dallas-Fort
                           Worth metropolitan area at a place and a time agreed
                           by the Parties with the mediator, or if the Parties
                           cannot agree, as designated by the mediator. The
                           mediation shall be held within twenty (20) days after
                           the mediator is appointed.

                  c)       If either Party has substantial need for information
                           from the other Party in order to prepare for the
                           mediation, the Parties shall attempt to agree on
                           procedures for the formal exchange of information; if
                           the Parties cannot agree, the mediator's
                           determination shall be effective.

                  d)       Each Party shall be represented in the mediation by
                           at least its Representative or another natural Person
                           with authority to settle the Dispute on behalf of
                           that Party and, if desired by that Party, by counsel
                           for that Party. The Parties representatives in the
                           mediation shall continue with the mediation as long
                           as the mediator requests.

                  e)       The mediation shall be subject to Chapter 154 of
                           Title 7 of the Texas Civil Practice and Remedies
                           Code.

                  7)       Unless otherwise agreed by the Parties, each Party
                           shall pay one-half of the mediator's fees and
                           expenses and shall bear all of its own expenses in
                           connection with the mediation. Neither Party may
                           employ or use the mediator as a witness, consultant,
                           expert, or counsel regarding the Dispute or any
                           related matters.

                                       20
<PAGE>

         3. Arbitration means the arbitration of an unresolved Dispute shall be
conducted in this manner:

                  a)       Either Party may begin arbitration by filing a demand
                           for arbitration in accordance with the Arbitration
                           Rules. The Parties shall attempt to agree upon and
                           appoint a panel of three arbitrators promptly after
                           that demand is filed. Each of those arbitrators must
                           have the Qualifications, and at least one of those
                           arbitrators must be included in the Complex Dispute
                           List (unless no list of that kind is then
                           maintained).

                  6)       If the Parties are unable to agree upon any or all of
                           the arbitrators within ten (10) days after the demand
                           for arbitration was filed (and do not agree to an
                           extension of that ten-day period), either Party may
                           request the Dallas office of the American Arbitration
                           Association to appoint the arbitrator or arbitrators,
                           who have the Qualifications (and at least one of whom
                           must be included in the Complex Dispute List, unless
                           no list of that kind is then maintained), necessary
                           to complete the panel in accordance with the
                           Arbitration Rules. Each arbitrator so appointed shall
                           be deemed to have the Qualifications and to be
                           accepted by the Parties as part of the panel.

                  b)       The arbitration shall be conducted in the Dallas-Fort
                           Worth metropolitan area at a place and a time agreed
                           by the Parties with the panel, or if the Parties
                           cannot agree, as designated by the panel. The panel
                           may, however, call and conduct hearings and meetings
                           at such other places as the Parties may agree or as
                           the panel may, on the motion of one Party, determine
                           to be necessary to obtain significant testimony or
                           evidence.

                  7)       The Parties shall attempt to agree upon the scope and
                           nature of any discovery for the arbitration. If the
                           Parties do not agree, the panel may authorize any and
                           all forms of discovery, including depositions,
                           interrogatories, and document production, upon a
                           showing of particularized need that the requested
                           discovery is likely to lead to material evidence
                           needed to resolve the Dispute and is not excessive in
                           scope, timing, or cost.

                  8)       The arbitration shall be subject to the Federal
                           Arbitration Act and conducted in accordance with the
                           Arbitration Rules to the extent they do not conflict
                           with this SECTION B.3 of this Dispute

                                       21
<PAGE>

                           Resolution Appendix. The Parties and the panel may,
                           however, agree to vary the provisions of this SECTION
                           B.3 of this Dispute Resolution Appendix or the
                           matters otherwise governed by the Arbitration Rules.

                  c)       The panel has no power to:

                           (i)      rule upon or grant any extension, renewal,
                                    or continuance of the Agreement;

                           (ii)     award remedies or relief either expressly
                                    prohibited by the Agreement or under
                                    circumstances not permitted by the
                                    Agreement; or

                           (iii)    grant provisional or temporary injunctive
                                    relief before rendering the final decision
                                    or award.

                  d)       Unless the Parties otherwise agree, all Disputes
                           regarding or related to the same topic or event that
                           are subject to arbitration at one time shall be
                           consolidated in a single arbitration proceeding.

                  9)       A Party or other Person involved in an arbitration
                           under this SECTION B.3 may join in that arbitration
                           any Person other than a Party if

                           i)       the Person to be joined agrees to resolve
                                    the particular dispute or controversy in
                                    accordance with this SECTION B.3 and the
                                    other provisions of this Dispute Resolution
                                    Appendix applicable to arbitration; and

                           ii)      the panel determines, upon application of
                                    the Person seeking joinder, that the joinder
                                    of that other Person will promote the
                                    efficiency, expedition, and consistency of
                                    the result of the arbitration and will not
                                    unfairly prejudice any other party to the
                                    arbitration.

                  e)       The arbitration hearing shall be held within
                           thirty (30) days after the appointment of the
                           panel. Upon request of either Party, the panel
                           shall arrange for a transcribed record of the
                           arbitration hearing, to be made available to both
                           Parties.

                  10)      The panel's final decision or award shall be made
                           within thirty (30) days after the hearing. That
                           final decision or award shall be made by
                           unanimous or majority vote or consent of the
                           arbitrators constituting the panel, and shall be
                           deemed issued at the place of arbitration. The
                           panel shall issue a reasoned written final
                           decision or award based on the Agreement and

                                       22
<PAGE>

                                    Texas law; the panel may not act according
                                    to equity and conscience or as an amicable
                                    compounder or apply the law merchant.

                           11)      The panel's final decision or award may
                                    include:

                                    i)       recovery of Damages to the extent
                                             permitted by the Agreement; or

                                    ii)      injunctive relief in response to
                                             any actual or threatened breach of
                                             the Agreement or any other actual
                                             or threatened action or omission of
                                             a Party under or in connection with
                                             the Agreement.

                           f)       The panel's final decision or award shall be
                                    final and binding upon the Parties, and
                                    judgment upon that decision or award may be
                                    entered in any court having jurisdiction
                                    over either or both of the Parties or their
                                    respective assets. The Parties specifically
                                    waive any right they may have to apply or
                                    appeal to any court for relief from the
                                    preceding sentence or from any decision of
                                    the panel made, or any question of law
                                    arising, before the final decision or award.
                                    If any decision by the panel is vacated for
                                    any reason, the Parties shall submit that
                                    Dispute to a new arbitration in accordance
                                    with this SECTION B.3.

                           g)       Each Party shall pay one-half of the
                                    arbitrators' fees and expenses, and shall
                                    bear all of its own expenses in connection
                                    with the arbitration. The panel has the
                                    authority, however, to award recovery of all
                                    costs and fees (including reasonable
                                    attorneys' fees, administrative fees and the
                                    panel's fees and expenses) to the prevailing
                                    Party in the arbitration.

                  4.       "Recourse to Courts". Nothing in the Dispute
Resolution Procedure limits the right of either Party to apply to a court or
other tribunal having jurisdiction to:

                           12)      enforce the Dispute Resolution Procedure,
                                    including the agreement to arbitrate in this
                                    Dispute Resolution Appendix;

                           13)      seek provisional or temporary injunctive
                                    relief, in response to an actual or
                                    impending breach of the Agreement or
                                    otherwise so as to avoid irreparable damage
                                    or maintain the status quo, until a final
                                    arbitration decision or award is rendered or
                                    the Dispute is otherwise resolved; or

                           h)       challenge or vacate any final arbitration
                                    decision or award that does not comport with
                                    SECTION B.3 of this Dispute Resolution
                                    Appendix.

                                       23
<PAGE>

                           5.       "Submission to Jurisdiction" means each
                                    Party irrevocably submits to the
                                    jurisdiction of the federal courts of the
                                    United States and the state courts of Texas
                                    located in Tarrant County, Texas. Each Party
                                    waives any defense or challenge to that
                                    jurisdiction based on lack of personal
                                    jurisdiction, improper venue, or
                                    inconvenience of forum.

                           6.       "Confidentiality" means the proceedings of
                                    all negotiations, mediations, and
                                    arbitrations as part of the Dispute
                                    Resolution Procedure shall be privately
                                    conducted. The Parties shall keep
                                    confidential all conduct, negotiations,
                                    documents, decisions, and awards in
                                    connection with those proceedings under the
                                    Dispute Resolution Procedure.

                                       24
<PAGE>

                                  SCHEDULE "A"

                                    SERVICES

COVERAGE: U.S.-based employees of Sabre Inc. and Sabre International, Inc.,
including expatriates on overseas assignments but retained on U.S. payroll,
and Puerto Rico based employees in the case of Sabre International, Inc.

DESCRIPTION OF SERVICES

1.       SHARP HR

         a)       Maintain human resources database for current and former Sabre
                  employees

         b)       Means to track employee events, such as job transfers and pay
                  increases during the term of employment

         c)       supports governmental industry and company reporting of
                  employee demographics and statistics

2.       PAYROLL PRODUCTION SERVICE FOR SABRE EMPLOYEES. Calculation and
         distribution of payroll checks and incentive compensation checks via
         SHARP. Includes the following tasks:

         a)       Regular Checks - Processing of regular paychecks on a weekly,
                  bi-weekly, and semi-monthly basis for Domestic employees.

         b)       Off-Cycle Checks - Processing of off-cycle or supplemental
                  paychecks for adjustments.

         c)       Gross Pay Adjustments to be completed during the next regular
                  pay period.

         d)       Stop Payments for lost or stolen paychecks.

         e)       Bonuses and Special Payments - Processing of special payments
                  that require development changes.

                                       25
<PAGE>

         f)       Employee Receivables - The administration and collection of
                  balances from active employees for advances, uniforms, salary
                  overpayments and support.

         g)       Payroll Customer Service

         h)       Infrastructure maintenance and support

         i)       Oversight of the employment and salary verification process
                  performed by Frick, Inc. - Completion of the wage and
                  employment information requested by lending institutions.

         j)       Deferred Compensation/Management Leave - Processing of
                  deferred compensation/management leave payments made the 15th
                  day of each month.

         k)       Payroll Transaction Requests (PTR) - Processing, including
                  audit of the PTR forms and data entry into the Master Data
                  module of the SHARP system.

         l)       Time Collection - Employee time collection through Auto TA and
                  timecards.

         m)       Time Data Evaluation - Processing an employee's payroll
                  profile, along with time collection data and calculating an
                  employee's gross pay.

         n)       Payroll Stuffers - Paycheck stuffers containing employee
                  information are placed in the envelope with the payment advice
                  or actual check to be received by the employee.

         o)       Special Projects performed by Payroll Customer Service and/or
                  Payroll Production that fall outside the normal scope of
                  activities performed for SABRE.

         p)       Special Projects performed by Payroll Infrastructure Team that
                  fall outside the normal scope of activities performed for
                  SABRE.

                                       26
<PAGE>

3.       PAYROLL TAX ACCOUNTING SERVICE. Includes the following tasks to be
         performed by the AA Payroll Tax Accounting Department:

         a)       Payroll Taxes - Charges for the collection, remittance and
                  accounting for payroll taxes and other moneys collected from
                  employee paychecks. The cost is driven by the number of
                  payroll checks that are processed in one calendar year.

         b)       Replying to all subpoenas and payroll related inquiries from
                  legal and law enforcement agencies.

         c)       Payroll Tax Reporting - Charges for reporting for Federal and
                  State withholding and unemployment taxes. The costs are driven
                  by the number of states worked.

         d)       Unemployment taxes - Frick, Inc. is currently responsible for
                  processing all claims for unemployment compensation claims,
                  the monitoring of the charges to Sabre unemployment accounts
                  in each state, and the rates assigned by the States.

         e)       Payroll Tax Year End - Charges for the year end production of
                  annual wage and tax statements. The cost is driven by the
                  number of W-2s issued in one calendar year, and the number of
                  states worked.

         f)       W-2 Reissues - $10 Fee for current year W-2 copy issued 4/15
                  to 12/31. $20 fee for past year W-2. Additional $5.00 expedite
                  fee for fax of Fed Ex delivery. All fees are paid by Sabre
                  employees.

4.       ACCOUNTING AND RECONCILIATION. Includes the following tasks to be
         performed by the AA Payroll Department:

         a)       General accounting, reconciliation and research of payroll
                  account transactions including 401(k) and PAC contributions.

                  1)       Reconciling the SG related intercompany account
                           (184206) within thirty days of the month end and
                           providing a copy of the reconciliation to SG.

                                       27
<PAGE>

                  2)       AA Payroll reserves the right to charge SG for
                           reconciling an out of balance in the SG FICO where
                           such out of balance is not the result of error on the
                           part of AA Payroll

         b)       Processing, reconciliation, and the generation of checks for
                  payroll related disbursements.

         c)       Domestic bank reconciliation of the payroll cash account,
                  reporting, and clearing of prepaid items for payroll, and
                  payroll related disbursements.

         d)       Relocation - Exchange of employee information with Cendent,
                  recording and payment of tax liability based on information
                  provided by Cendant, memo and expense document handling and
                  interface apllication maintenance.

         e)       Employee Receivables - the administration and collection of
                  balances from active employees for advances, uniforms, salary
                  overpayments, and check distribution special handling.

         f)       Garnishments - The deduction from the paychecks and the
                  remittance to the various authorities for garnishments imposed
                  on SG employees.

         g)       Special projects that fall outside the normal scope of
                  activities performed for SG.

5.       PAYROLL CUSTOMER SERVICES

         a)       Working with Sabre employees to resolve Payroll related issues
                  with the individual employees pay

Further details as to the above Services and how they will be performed are
contained in the Service Level Agreement.

PRICE AND PAYMENT:

PRINCIPAL SERVICES                                   RATE
-----------------                                    ----
SHARP HR
Payroll Production                                 [TEXT OMITTED - CONFIDENTIAL
                                                   TREATMENT REQUESTED]
Payroll Tax Accounting
                                       28

<PAGE>

Payroll Accounting and Reconciliation
Payroll Customer Service

MISCELLANEOUS SERVICE CHARGES:

RATES DURING 2000:
------------------
A)     Payroll Tax Reporting Year                   [TEXT OMITTED - CONFIDENTIAL
                                                    TREATMENT REQUESTED]
B)     Unemployment Tax                             [TEXT OMITTED - CONFIDENTIAL
                                                    TREATMENT REQUESTED]
C)     Payroll Tax Year End                         [TEXT OMITTED - CONFIDENTIAL
                                                    TREATMENT REQUESTED]
D)     Relocation                                   [TEXT OMITTED - CONFIDENTIAL
                                                    TREATMENT REQUESTED]
E)     Employee Receivables/Special Handling        [TEXT OMITTED - CONFIDENTIAL
                                                    TREATMENT REQUESTED]
F)     Garnishments                                 [TEXT OMITTED - CONFIDENTIAL
                                                    TREATMENT REQUESTED]
G)     Project Management/Special Projects          [TEXT OMITTED - CONFIDENTIAL
                                                    TREATMENT REQUESTED]

OTHER EXPENSES:

FUTURE CAPITAL EXPENDITURES: AA's costs associated with modifications or
upgrades to SHARP system that would occur irrespective of Sabre will be borne
solely by AA. However, any reasonable direct incremental costs caused solely
by the presence of Sabre's data in SHARP and/or ongoing performance of the
Services will be borne by Sabre and invoiced separately by AA. AA will use
reasonable efforts to notify Sabre in advance of when it is anticipated that
such incremental costs may need to be incurred and to estimate the amount of
the costs.

SYSTEM MODIFICATIONS: The costs of modifying SHARP as may be requested by
Sabre will be borne entirely by Sabre and invoiced separately by AA. Again,
any reasonable, direct and incremental ongoing costs caused solely by the
modification of SHARP requested by Sabre will be borne by Sabre and invoiced
separately by AA. AA will notify Sabre in advance of when it is anticipated
that such incremental costs may need to be incurred and to estimate the
amount of the costs.

TRANSITION SERVICES. AA will provide transitional assistance necessary for
Sabre to migrate to another payroll /HR provider and will charge Sabre
separately. AA will provide Sabre with HR/payroll data pertaining to current
and past Sabre employees. Any costs to provide this data will be passed
through to Sabre, as transition expenses, consistent with SECTION 3.4 of the
Agreement.

                                       29
<PAGE>


                  SERVICE LEVEL AGREEMENT DATED JANUARY 1, 2000

<PAGE>


                           AMR PAYROLL SERVICE BUREAU
                    PROPOSED SERVICE LEVEL AGREEMENT - SABRE
                            EFFECTIVE JANUARY 1, 2000

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


                                       1
<PAGE>


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<PAGE>


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                                       3
<PAGE>


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                                       4
<PAGE>


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                                       5
<PAGE>


[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


                                       6
<PAGE>


[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


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                           AMR PAYROLL SERVICE BUREAU

                                   APPENDIX A

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                           AMR PAYROLL SERVICE BUREAU

                                   Appendix B

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                           AMR PAYROLL SERVICE BUREAU

                                   APPENDIX C

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                           AMR Payroll Service Bureau

APPENDIX D

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                           AMR PAYROLL SERVICE BUREAU

                                   APPENDIX E

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