Marketing & Services Agreement - United Air Lines Inc. and Buy.com Inc. and BuyTravel.com LLC


                        MARKETING & SERVICES AGREEMENT
                        ------------------------------


          THIS MARKETING & SERVICES AGREEMENT ("Agreement") is made and entered
into as of July 19, 1999 ("Effective Date") by and among United Air Lines, Inc.
("UA"), a Delaware corporation with offices located at 1200 E. Algonquin Road,
Elk Grove, Illinois 60007, Buy.com, Inc. ("Buy.com"), a Delaware corporation
with offices located at 21 Brookline, Aliso Viejo, California 92656, and
BuyTravel.com LLC ("BuyTravel.com"), a Delaware limited liability company with
offices located at Aliso Viejo, California 92656 (UA, Buy.com and Buy Travel.com
collectively, the "Parties").

          WHEREAS, UA and Buy.com are creating BuyTravel.com for the purpose of
marketing and selling airline tickets and other travel and travel-related
products and services over the World Wide Web;

          WHEREAS, UA and Buy.com agree that each of them shall undertake
certain advertising and other marketing activities on behalf of BuyTravel.com,
as well as provide or make available to BuyTravel.com certain services and
functionality;

          NOW THEREFORE, in consideration of the mutual and dependent promises
hereinafter set forth, the Parties, intending to be legally bound, hereby agree
as follows:

1.   DEFINITIONS AND RULES OF INTERPRETATION.
     --------------------------------------- 

     1.   "Affiliate" means with respect to any Party: (i)  any individual,
          partnership, corporation trust, limited liability company or other
          entity (a "Person") directly or indirectly controlling, controlled by
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          or under common control with such Party; (ii)  any Person owning or
          controlling outstanding securities representing 15% or more of the
          voting power with respect to matters generally voted upon by
          shareholders of such Party;  (iii) any officer, director, manager,
          trustee or general partner of such Party;  or (iv) any Person who is
          an officer, director, manager, trustee or general partner or holder of
          5% or more of the voting securities of any Person described in clauses
          (i) through (ii).

     2.   "Buy.com Related Entities" means Related Entities of Buy.com.

 
     3.   "Buy.com Service" means an electronic commerce retail shopping service
          provided by Buy.com through its Web site.  As of the Effective Date,
          such services include the following "stores": "BUYCOMP.COM,"
          "BUYSOFT.COM,""BUYGAMES.COM," "BUYMUSIC.COM," "BUYSURPLUS.COM" and
          "BUYBOOKS.COM."

     4.   "BuyTravel.com Data" means any and all data, information and content
          (but not the look, feel or presentation) of such content, in whatever
          media type or form, provided to, or generated or obtained by,
          BuyTravel.com, or on its behalf by either Party or any other entity.
          BuyTravel.com Data does not include Travel Vendor Data, but does
          include Site Customer Data.
      
     5.   "Closing" means the closing of the formation of BuyTravel.com and the
          execution and delivery of this Agreement, and the Operating Agreement
          for BuyTravel.com.
      
     6.   "Customer Service Support" means customer service support related
          directly to travel reservations, including such support for product or
          service inquiries, bookings and ticketing of travel services.  Such
          Customer Service Support may be provided by toll-free telephone
          support, e-mail or other commercially reasonable means.
      
     7.   "Damages" means all losses, awards, causes of action, claims,
          obligations, demands, assessments, fines and penalties (civil or
          criminal), liabilities, expenses and costs (including litigation costs
          and reasonable attorneys' fees), bodily or other personal injuries,
          damage to tangible property, and any other damages, of any kind or
          nature actually suffered by an entity.
      
     8.   "Intellectual Property" means all patents and patent applications;
          trademarks, service marks, and trademark or service mark registrations
          and applications, trade names, Internet domain names, logos, designs,
          slogans, and general intangibles of like nature, together with all
          goodwill related to the foregoing; copyrights, copyright
          registrations, renewals and applications for copyrights; software,
          technology, trade secrets and other confidential information, know-
          how, proprietary processes, formulae, algorithms, models and
          methodologies, rights of privacy and publicity, and license agreements
          relating to any of the foregoing.

 
     9.   "Related Entities" means, with respect to any entity, that entity's
          Affiliates, and that entity and its Affiliates' respective directors,
          officers, employees and agents.
       
     10.  "Site Customer Data" means any and all data, information and content
          (but not the look, feel or presentation of such content) concerning
          any customers, potential customers or Web site visitors of
          BuyTravel.com, including any and all information relating to
          customers, potential customers or visitors to any Web sites operated
          by or on behalf of BuyTravel.com, or users of BuyTravel.com services
          through any other channels, such as wireless or other services.  Site
          Customer Data does not include Travel Vendor Data.
       
     11.  "Site URL" means the uniform resource locator(s) for BuyTravel.com,
          including "www.buytravel.com."
       
     12.  "Travel Vendor" means a provider of travel services, such as an
          airline, automobile rental company or hotel chain.
       
     13.  "Travel Vendor Business" means a Travel Vendor's products and
          services, and its customers' and potential customers' use of that
          Travel Vendor's products and services.
       
     14.  "Travel Vendor Data" means, with respect to a Travel Vendor, any and
          all data, information and content, in whatever media form or type,
          relating to its Travel Vendor Business, including all data,
          information and content provided to, generated or obtained by, or on
          behalf of, BuyTravel.com relating to that Travel Vendor or in
          connection with fulfilling BuyTravel.com's obligations that relate to
          that Travel Vendor.  Such Travel Vendor Data includes information
          included in, or relating to, PNRs, SIRs, TCNs, bookings, ticketing,
          rates, fares, fare rules, classes of service, seat availability,
          inventory, scheduling, travel-related documents (such as boarding
          passes, baggage tags, itineraries, receipts and manifests), in-flight
          and in-flight status information, seat maps and assignments, and
          information relating to or generated under that Travel Vendor's
          frequent flier and other programs and services.  Travel Vendor Data
          also includes any and all data, information and content derived from
          or based on any of the foregoing.
       
     15.  "UA-Related Entities" means Related Entities of UA.

 
     16.  Rules of Interpretation.  This Agreement is the result of the Parties'
          -----------------------                                               
          negotiations, and no provision of this Agreement shall be construed
          for or against either Party because of the authorship of that

          provision.  As used in this Agreement:

          1.        Neutral pronouns and any variations thereof shall be deemed
                    to include the feminine and masculine and all terms used in
                    the singular shall be deemed to include the plural, and vice
                    versa, as the context may require;
            
           
          2.        The word "or" has the inclusive meaning "and/or";
           
          3.        The words "hereto," "this Agreement" and words of similar
                    import refer to this Agreement as a whole, including any
                    attachments to this Agreement, as the same may from time to
                    time be amended or supplemented and not any subdivision
                    contained in this Agreement;
           
          4.        The words "including" and "such as" when used herein are not
                    intended to be exclusive and in all cases mean "including
                    without limitation and such as, by way of example but
                    without limitation," respectively; and
           
          5.        Captions or headings are only for reference and are not to
                    be considered in interpreting this Agreement.


2.   UA-PROVIDED RESOURCES.
     --------------------- 

     1.   Hosting of BuyTravel.com Web Site.  UA will be responsible for
          ---------------------------------                             

          actively working with BuyTravel.com to negotiate a web-site hosting
          services agreement between BuyTravel.com and a web-site hosting
          services company, which agreement is anticipated to provide for
          services and service levels as set forth in Schedule A hereto.  In the
          event the Board of Managers of BuyTravel.com (the "Board") determines
          to discontinue using the services of the chosen hosting services
          provider, UA and BuyTravel.com will actively work together in
          selecting and negotiating an arrangement with another hosting services
          provider.
      
     2.   Selection of CRS Service Provider.  Notwithstanding any other
          ---------------------------------                            
          provision of this Agreement, UA shall have sole discretion in the
          selection of a CRS service provider, or service providers, to support
          BuyTravel.com.  UA will select a CSR

 
          provider from the full service CRS list attached as Schedule B hereto
          (the "CRS List") and can make any changes to the selection as long as
          the successor provider is on the CRS List. If any new CRS providers
          emerge, UA may select one of these providers as long as it meets
          mutually accepted criteria (i.e., full service, unbiased, display
          provider).

     3.   Customer Service.  UA will be responsible for actively working with
          ----------------                                                   
          BuyTravel.com to negotiate a customer service agreement between
          BuyTravel.com and a customer service provider.  In the event the Board
          determines to discontinue using the services of the chosen customer
          service provider, UA and BuyTravel.com will work together in selecting
          and negotiating an agreement with another customer service provider.
      
     4.   Fares.  UA will throughout the term make available to BuyTravel.com
          -----                                                              
          all travel fares on UA operated flight segments, including without
          limitation standard published fares and E-Fares_, that are generally
          available to the public through a CRS or through public Internet
          sites.
      
     5.   Responsibility for Third Parties.  Under no circumstances will UA be
          --------------------------------                                    
          liable or otherwise responsible for any actions of any third party
          service providers to BuyTravel.com, including any Web site hosting
          service provider(s), and customer service support providers.

3.   BUY.COM PROVIDED RESOURCES.
     -------------------------- 

     1.   Marketing, Advertising Sales, & E-Commerce Expertise.  Buy.com shall 
          ----------------------------------------------------                
          provide BuyTravel.com with the following:

          1.        Marketing support, including access to Buy.com's marketing
                    professionals, as well as consulting services and access to
                    any technology or expertise used by or available to Buy.com
                    for creating, implementing, managing or otherwise supporting
                    marketing and related activities.
           
          2.        Advertising sales support, including for the BuyTravel.com
                    Web site and any other sites or services operated by or on
                    behalf of BuyTravel.com, other than advertising sales
                    support directed at Travel Vendors, which shall be the
                    responsibility of BuyTravel.com employees.  Such support

 
                    shall include consulting services and access to any
                    technology or expertise used by or available to Buy.com for
                    creating, implementing, managing or otherwise supporting
                    advertising and related activities.

          3.        Electronic commerce support, including consulting services
                    and access to any technology or expertise used by or
                    available to Buy.com for creating, implementing, managing or
                    otherwise supporting electronic commerce business processes
                    and functionality.

2.        Credit Card Processing.  Buy.com shall provide, or cause to be
          ----------------------                                        
          provided, credit card processing functionality to BuyTravel.com, and
          all such ancillary functionality and services that are typically
          associated with such credit card processing functionality, through
          Buy.com's arrangements and relationships with credit card service
          providers.

3.        BuyTravel.com Storefront Placement & Support.
          -------------------------------------------- 

          1.        Buy.com shall provide BuyTravel.com with prominent
                    storefront space on the Buy.com home page ("BuyTravel.com
                    Storefront").  The BuyTravel.com Storefront space shall be
                    (i) no smaller in actual size than the storefront space
                    afforded any other Buy.com Service, and (ii) no less
                    prominent than any other Buy.com Service's storefront;
                    provided, that this determination shall be made over a
                    rolling six (6) month period as described in the following
                    sentence.  BuyTravel.com and UA acknowledge and agree that
                    Buy.com shall have the right to maintain the flexibility to
                    rotate the size, placement and prominence of the various
                    storefronts in connection with marketing and promotional
                    activities for the various storefronts so long as
                    BuyTravel.com receives comparable treatment with respect to
                    clauses (i) and (ii) above over any rolling six (6) month
                    period.
           
          2.        Buy.com shall make available to BuyTravel.com all
                    functionality, features, connectivity and services it makes
                    available to or through any other Buy.com Services, which
                    are appropriate for BuyTravel.com and for which it is not
                    prohibited from providing to BuyTravel.com.  Buy.com and UA
                    agree and acknowledge that BuyTravel.com is intended to
                    present to the BuyTravel.com end user an interface and user
                    environment with the 

 
                    same general look, feel, functionality and performance
                    comparable to the other Buy.com Services.

          3.        Buy.com agrees that BuyTravel.com shall have control over
                    the content and organization of the BuyTravel.com
                    Storefront, except that BuyTravel.com will, subject to
                    reasonable notice and time to comply, comply with reasonable
                    requests of Buy.com with respect to the BuyTravel.com
                    Storefront to the extent such requests relate to maintaining
                    a consistent "look and feel" to the various storefronts on
                    the Buy.com home page or to the extent such requests relate
                    to removing or altering content that violates or allegedly
                    violates any third party rights or applicable law.
                    BuyTravel.com shall be responsible for obtaining any
                    licenses, releases, waivers or other documentation
                    perfecting the right to use any content placed on or within
                    the BuyTravel.com Web site, and BuyTravel.com shall be
                    responsible for confirming the factual accuracy and
                    compliance with all applicable law with respect to any
                    content placed on or within the BuyTravel.com Web site.
                    Buy.com shall obtain, at Buy.com's cost, all right, title
                    and interest in and to the URL name "BuyTravel.com" and
                    shall grant a license to BuyTravel.com use such name, and
                    associated trademarks, pursuant to the terms of Section 11b
                    below.
           
          4.        Consistent with the requirements of sections 3.d(i),
                    3.d(ii), and 3.d (iii) hereof, and with the consent of
                    Buy.com, which shall not be unreasonably withheld, Buy.com
                    shall provide and maintain all links necessary, as
                    determined by BuyTravel.com, from the Buy.com Web site to
                    BuyTravel.com, its support infrastructure providers, and
                    business partner Web sites.

4.   EMPLOYEES. Upon mutual agreement of Buy.com and UA, all individuals working
     ---------                                                                  
     for BuyTravel.com shall be employees of either  Buy.com or UA who are
     seconded to BuyTravel.com pursuant to an Employee Secondment Agreement
     between the seconding entity and BuyTravel.com in a form and at a
     compensation level approved by the Board of Managers of BuyTravel.com.
     Neither of Buy.com nor UA will have any liability for any actions or
     omissions of employees seconded to BuyTravel.com, and BuyTravel.com shall
     indemnify and hold harmless Buy.com and the Buy.com Related Entities, or UA
     and the UA Related Entities, as applicable, from and against any and all
     Damages arising 

 
     from such actions or omissions. BuyTravel.com will only be charged the
     costs approved by the Board of Managers of BuyTravel.com.

5.   PARTIES' CONTROL OF PROVIDED RESOURCES.  Each Party shall have sole control
     --------------------------------------                                     
     over the manner in which it provides the resources and other support it is
     obligated to provide to BuyTravel.com under this Agreement, except as
     expressly set forth otherwise or as otherwise agreed by the Parties, or a
     Party and BuyTravel.com, in writing.

6.   BUYTRAVEL.COM ADVERTISING & MARKETING SUPPORT.
     --------------------------------------------- 

     1.   UA Advertising Support.  UA agrees to incur on behalf of BuyTravel,
          ----------------------                                             
          without reimbursement, costs and expenses relating to advertising,
          including co-branded advertising, and other marketing support to
          BuyTravel.com with a gross value totaling US$18,000,000 over the first
          three (3) years after the Effective Date ("UA Advertising
          Commitment").  During this three-year period, and in satisfaction of
          part of the UA Advertising Commitment,  UA will spend at least
          $100,000 per month, averaged over six (6) month rolling periods, on
          advertising and other marketing expenditures on the Buy.com Web site.
          The UA Advertising Commitment may be, but is not required to be, in
          incremental, new expenditures on advertising and other marketing
          efforts.   Such UA Advertising Commitment expenditures may also be in
          the form of expenditures on advertising and other marketing efforts
          through UA channels (such as advertising in Hemispheres or on UA
          ticket envelopes) or through bartering and other arrangements with
          third parties, in which case the fair market value of such advertising
          or other marketing effort will be credited toward the UA Advertising
          Commitment.  In all instances, however, such activity must clearly
          emphasize BuyTravel.com as a substantial element of such activity to
          qualify as part of the UA Advertising Commitment.
      
     2.   Buy.com Advertising Support.  Buy.com agrees to incur on behalf of
          ---------------------------                                       
          BuyTravel.com, without reimbursement, costs and expenses related to
          co-branded advertising and other marketing support to BuyTravel.com
          with a gross value totaling US$18,000,000 over the first three (3)
          years after the Effective Date ("Buy.com Advertising Commitment"). The
          Buy.com Advertising Commitment may be, but is not required to be, in
          the form of incremental, new expenditures on advertising and other
          marketing efforts.   Such UA Advertising Commitment expenditures may
          also be in the form of expenditures on advertising and other marketing
          efforts through bartering and other arrangements with third parties,
          in 

 
          which case the fair market value of such advertising or other
          marketing effort will be credited toward the UA Advertising
          Commitment. In all instances, however, such activity must clearly
          emphasize BuyTravel.com as a substantial element of such activity to
          qualify as part of the Buy.com Advertising Commitment.

     3.   Supplier and BuyTravel.com Relations.  UA will use commercially
          ------------------------------------                           
          reasonable efforts to assist BuyTravel.com in marketing to other
          airlines to obtain their participation in providing E-Fares products
          through BuyTravel.com and to obtain their advertising and promotional
          support of BuyTravel.com.  UA will appoint an individual who will have
          as a responsibility the pursuit of beneficial business relationships
          between BuyTravel.com and Travel Vendors.  For a period of not less
          than the time from the date of this Agreement until the general market
          launch of the BuyTravel.com web site, each of Buy.com and UA will
          appoint an individual who will each have as their primary
          responsibility the role of primary contact between them and between
          each of them and BuyTravel.com to address and support issues related
          to BuyTravel.com and to foster support of BuyTravel.com within their
          respective organizations.
      
     4.   Advertising & Publicity.  Neither Party, nor anyone on such Party's
          -----------------------                                            
          behalf, shall publish, distribute or otherwise disseminate any press
          release, advertising or publicity matter having any reference to the
          other Party or to BuyTravel.com, unless and until such matter shall
          have first been submitted to and approved in writing by the other
          Party.
      
     5.   Co-Branded Advertising Criteria. The value to BuyTravel.com of any co-
          -------------------------------                                      
          branded advertising efforts will be based upon the percentage of the
          advertising space or time dedicated to BuyTravel.com multiplied by the
          total cost of the advertisement, as determined in accordance with
          standard advertising criteria used in co-branded advertising.  Both
          Parties agree to develop marketing and advertising plans with a
          reasonably diverse mix of media consistent with the object of the
          marketing or advertising message.

 
7.   RESTRICTIONS & LIMITATION ON THE OTHER ACTIVITIES.
     ------------------------------------------------- 

     1.   Restriction on Buy.com Activities. Buy.com agrees and acknowledges
          ---------------------------------                                 
          that it shall not, directly or indirectly, provide, or have any
          ownership interest in or otherwise support any entity which provides,
          any travel services other than BuyTravel.com during the term of this
          Agreement; provided, however, that notwithtstanding the foregoing,
                     --------  -------                                      
          BuyTravel.com may continue existing business relationships with, or
          enter into new business relationships with, an entity which, as part
          of its business, provides travel services, as long as Buy.com does not
          support or participate in any travel services provided by such
          entities.
      
     2.   Freedom of Action.  Notwithstanding any other provision of this
          -----------------                                              
          Agreement, other than as set forth in Sections 6.d or 7.a above, no
          provision of this Agreement shall be construed as limiting or
          restricting in any way either Party from undertaking or supporting any
          other business activity, whether internal Party activity or third
          party activity, in pursuit of its business interests and objectives.
          By way of example, but without limitation:

          1.   Neither Party is in any way restricted from advertising,
               marketing or otherwise marketing and promoting its products and
               services, or those of any other party, even if in competition
               with BuyTravel.com, including by entering into linking, framing,
               co-branding, co-marketing or other partnering, alliance or joint
               venture agreements with any third parties, except as set forth in
               Sections 6.d and 7.a of this Agreement;
           
          2.   UA shall not be limited or restricted in any way with respect to
               the setting of any prices for UA products and services.

8.   CHARGES.
     ------- 

     1.   Charges to BuyTravel.com.  Unless expressly provided otherwise by the
          ------------------------                                             
          Parties, all services and materials provided to BuyTravel.com by UA or
          Buy.com shall be provided on a fully allocated cost basis.  Any
          Intellectual Property licensed by either Party to BuyTravel.com shall
          be licensed on a no fee, no royalty basis, except for such third party
          license fees and other costs payable to third parties in connection
          with the use of such Intellectual Property by or for the benefit of
          BuyTravel.com.

 
     2.   Transaction Fee.  BuyTravel.com will charge the Travel Provider or
          ---------------                                                   
          travel consumer a transaction fee plus credit card processing fees.
          This transaction fee may be scaled based on the amount of the ticket
          or the type of fare, such as, by way of example but without
          limitation, standard published fares versus Internet-only fares.

9.   TRANSPORTATION RELATIONSHIP.
     --------------------------- 

     1.   UA as Preferred Airline.  Buy.com and BuyTravel.com will enter into a
          -----------------------                                              
          transportation agreement within sixty (60) business days of the
          Effective Date with UA whereby UA will be the number one preferred
          airline of Buy.com and BuyTravel.com for all business travel by their
          employees.
      
     2.   Buy.com Corporate Incentive Program.  UA will review a corporate
          -----------------------------------                             
          incentive program for use by Buy.com employees for business travel
          that is comparable, in terms of the incentive and terms and
          conditions, to competitive incentive plans offered by UA to entities
          of similar size, market position, and travel expenditures as Buy.com.
      
     3.   "Mileage Plus Premier Executive Status". UA will provide "Mileage Plus
          ---------------------------------------                               
          Premier Executive Status" for two Buy.com executives designated by
          Buy.com.

10.  COMPUTER EQUIPMENT RELATIONSHIP.  UA will introduce Buy.com to its
     -------------------------------                                   
     purchasing department(s) representatives in an effort to include Buy.com as
     a potential supplier of computer equipment or other selected products to UA
     and its Affiliates in UA's competitive procurement efforts.
     

11.  INTELLECTUAL PROPERTY.
     --------------------- 

     1.   Licensed Intellectual Property.  Unless otherwise expressly provided
          ------------------------------                                      
          herein or otherwise agreed by the Parties, each Party and its
          licensors shall retain all right, title and interest, throughout the
          world, in and to all Intellectual Property licensed to BuyTravel.com
          or used on behalf of BuyTravel.com, and the other Party is granted no
          right, title or interest in or to such other Party's Intellectual
          Property under this Agreement.

 
     2.   License of BuyTravel.com Domain Name and Mark.  Buy.com hereby grants
          ---------------------------------------------                        
          to BuyTravel.com the exclusive, worldwide, royalty-free
          nontransferable right and license, during the term of this Agreement,
          to use the "BUYTRAVEL.COM" ("Mark") and the domain name
          "buytravel.com" (the "Domain Name"), with rights to sublicense, and
          all rights that may arise under (x) all trademark registrations
          applications for the Mark throughout the world, including, without
          limitation, any U.S. trademark applications for "BUYTRAVEL.COM," and
          (y) the domain name registration for the Domain Name.  BuyTravel.com
          hereby agrees to use reasonable efforts to ensure that the content,
          appearance and functionality of the BuyTravel.com Web site will be of
          a quality that is substantially consistent with or better than the Web
          sites of Buy.com that include "BUY" in the second level domain name,
          such as the Web sites BuyMusic.com and BuyBooks.com.  Such license
          shall terminate at such time as BuyTravel.com is no longer engaged in
          the provision of travel services as a going concern.
      
     3.   BuyTravel.com Intellectual Property. Unless otherwise expressly
          -----------------------------------                            
          provided herein or otherwise agreed by the Parties, BuyTravel.com
          shall retain all right, title and interest, throughout the world, in
          and to all Intellectual Property developed by  BuyTravel.com, and
          neither UA nor Buy.com will have any right, title or interest in or to
          such Intellectual Property developed by BuyTravel.com. Notwithstanding
          the foregoing, at such time is BuyTravel.com is dissolved pursuant to
          the Operating Agreement or is otherwise no longer engaged in the
          provision of travel services as a going concern (the "Dissolution
          Date"), each of Buy.com and UA will have joint ownership of any
          Intellectual Property developed by BuyTravel.com prior to the
          Dissolution Date ("BuyTravel.com Developed IP), and shall have (I) all
          rights to exploit such BuyTravel.com Developed IP without rights of
          accounting or reporting to the other owning Party, provided that
          neither UA nor Buy.com may grant any right, title or interest in or to
          any BuyTravel.com Developed IP to a direct competitor of the other
          party of that BuyTravel.com Developed IP for a period of twelve (12)
          months from the Dissolution Date, and (II) all rights to bring suit
          for any infringement, misappropriation or other violation of the
          BuyTravel.com Developed IP without the consent or joinder of the other
          owning Party, except as may be required by law (in which case the
          other owning Party shall provide reasonable cooperation with such
          suit).
      
     4.   Jointly-Developed Intellectual Property.
          --------------------------------------- 

 
          1.   Buy.com, BuyTravel.com and UA agree that any Intellectual
               Property developed jointly by any or all of the Parties ("Jointly
               Developed IP") shall be owned jointly by the Parties that develop
               such Jointly Developed IP. In the absence of an express agreement
               to the contrary, each Party making a substantial contribution to
               the Jointly Developed IP shall have an equal, undivided interest
               in and to such Jointly Developed IP. Any Party that does not make
               such a contribution to the development of Jointly Developed IP
               shall have no right, title or interest whatsoever in or to such
               Jointly Developed IP, except as may be expressly agreed to in
               writing by the Parties owning the Jointly Developed IP.

          2.   Except as otherwise provided, each Party owning any Jointly
               Developed IP shall have (I) all rights to exploit such Jointly
               Developed IP without rights of accounting or reporting to the
               other owning Parties, provided that no Party may grant any right,
               title or interest in or to any Jointly Developed IP to a direct
               competitor of another owning Party of that Jointly Developed IP
               for a period of twelve (12) months from the first commercial use
               of that Jointly Developed IP, and (II) all rights to bring suit
               for any infringement, misappropriation or other violation of the
               Jointly Owned IP without the consent or joinder of the other
               owning Parties, except as may be required by law (in which case
               the other owning Party or Parties shall provide reasonable
               cooperation with such suit).

12.  DATA RIGHTS.
     ----------- 

     1.   Travel Vendor Data.
          ------------------ 

          1.   Buy.com and UA agree and acknowledge that, as among Buy.com, UA,
               BuyTravel.com and the Travel Vendors of BuyTravel.com, each such
               Travel Vendor (including UA, in its capacity as a Travel Vendor)
               shall have exclusive ownership, throughout the world, of all
               right, title and interest in and to all Travel Vendor Data
               related to flight segments flown by, or products and services
               provided by, or otherwise directly related to, that Travel
               Vendor. Information that is within the scope of the Travel Vendor
               Data definition, but which relates to flight segments or products
               and services of multiple Travel Vendors, or otherwise relates to
               multiple Travel Vendors, shall be jointly owned by such Travel
               Vendors.

 
2.   BuyTravel.com shall take all reasonable measures to protect Travel Vendor
     Data from access by, or beneficial use for:

     (1)  any Travel Vendor  (including UA, in its capacity as a Travel Vendor)
          or its Related Entities, other than by or for each Travel Vendor with
          respect to Travel Vendor Data owned by that Travel Vendor, as set
          forth in Section 12.a above; and

     (2)  Buy.com or its Related Entities, such restriction including UA's
          Travel Vendor Data.

3.   BuyTravel.com shall use Travel Vendor Data solely to provide the travel
     services provided through BuyTravel.com, as well as to analyze and enhance
     BuyTravel.com's business processes and products and services.

4.   To the extent that the provision of any resources or services under this
     Agreement requires that Buy.com have access to or make use of any Travel
     Vendor Data, Buy.com shall treat such Travel Vendor Data as Confidential
     Information and shall use such Travel Vendor Data solely for the purposes
     of providing such resources or services Buy.com is required to provide
     under this Agreement, shall disclose such Travel Vendor Data only to such
     Buy.com employees as have a need to know, and shall not disclose such
     Travel Vendor Data to any third party.

5.   Except as expressly provided in this Section 12.a or otherwise in this
     Agreement, BuyTravel.com shall not disclose any Travel Vendor Data to any
     person, including either Party, nor use any Travel Vendor Data for any
     purpose.

 
2.   BuyTravel.com Data.
     ------------------ 

     1.   All BuyTravel.com Data (which excludes Travel Vendor Data) will be
          jointly owned by Buy.com and UA. To the extent any right, title or
          interest in or to any BuyTravel.com Data vests, by operation of law or
          otherwise, in (1) either Party such Party shall, and hereby does,
          irrevocably assign to the other Party a one-half, undivided interest
          in and to any and all such right, title and interest in such
          BuyTravel.com Data, or (2) BuyTravel.com, the Parties shall cause
          BuyTravel.com to irrevocably assign to each of the Parties a one-half,
          undivided interest in and to any and all such right, title and
          interest in such BuyTravel.com Data .

     2.   Each Party and BuyTravel.com may use any such BuyTravel.com Data for
          its own business purposes without restriction, except that

          (1)  In no event shall Buy.com, BuyTravel.com or, with respect solely
               to Travel Vendors other than itself, UA, disclose BuyTravel.com
               Data to any Travel Vendor or its Related Entities, nor use any
               BuyTravel.com Data for the benefit of any Travel Vendor or its
               Related Entities;
          (2)  No party will have a right to provide or otherwise sell
               BuyTravel.com Data without mutual consent of UA and Buy.com; and
          (3)  To the extent either Buy.com or UA uses BuyTravel.com Data to
               contact customers of BuyTravel.com, neither Buy.com nor UA, as
               applicable, will disclose BuyTravel.com as the source of
               BuyTravel.com Data unless required to do so by applicable law.

3.   Access to Data.
     -------------- 

     1.   BuyTravel.com and Buy.com shall provide UA with copies of any Travel
          Related Data owned by UA, and copies of any BuyTravel.com Data, that
          is in the possession or control of BuyTravel.com or Buy.com, as
          applicable, promptly upon reasonable request by UA.

 
          2.   BuyTravel.com and UA shall provide Buy.com with copies of
               any BuyTravel.com Data, that is in the possession or control
               of BuyTravel.com or UA, as applicable, promptly upon
               reasonable request by Buy.com.
          
          3.   UA shall be entitled to its own Travel Vendor Data
                    regardless of any breach of this Agreement or any other
                    agreement between the Parties.

13.  TAXES.
     ----- 

     The Parties hereto shall each bear their respective taxes, if any, incurred
     in connection with this Agreement.

14.  CONFIDENTIALITY.
     --------------- 

     1.   Definition.  "Confidential Information" means: (i) the existence of
          ----------                                                         
          this Agreement, and any information regarding the terms and conditions
          of this Agreement, (ii) any information relating to BuyTravel.com or
          its business, (iii) any information, in whatever form, designated by
          the party disclosing the information ("Disclosing Party") in writing
          as confidential, proprietary or marked with words of like import when
          provided to the party receiving the information ("Receiving Party");
          and (iv) any information orally conveyed if the Disclosing Party
          states at the time of the oral conveyance or within ten (10) days
          thereafter that such information is to be treated as Confidential
          Information.

     2.   Exclusions.  Confidential Information shall not include information
          ----------                                                         
          which:

          1.        at or prior to the time of disclosure by the Disclosing
                    Party was known to the Receiving Party through lawful means;

          2.        at or after the time of disclosure by the Disclosing Party
                    becomes generally available to the public through no act or
                    omission on the Receiving Party's part;

          3.        the Receiving Party receives from a third Person who is free
                    to make such disclosure without breach of any legal
                    obligation; or

 
     4.   is independently developed by the Receiving Party without reference to
          the Confidential Information.

3.   Confidentiality Obligations.  The Receiving Party acknowledges the
     ---------------------------                                       
     confidential and proprietary nature of the Disclosing Party's Confidential
     Information and agrees that it shall not discuss, reveal, or disclose the
     Disclosing Party's Confidential Information to any person other than the
     parties to this Agreement, or use any Confidential Information for any
     purpose other than as contemplated hereby, in each case, without the prior
     written consent of the Disclosing Party. The Receiving Party agrees to take
     reasonable precautions (no less rigorous than the Receiving Party takes
     with respect to its own comparable Confidential Information) to prevent
     unauthorized or inadvertent disclosure of the Confidential Information of
     the Disclosing Party. In the event that a Receiving Party wishes to
     disclose Confidential Information to one of its professional advisors, it
     may do so only if (a) that professional advisor agrees in writing to abide
     by confidentiality obligations substantially as those set forth in this
     Section 14, and (b) a copy of such confidentiality agreement is provided to
     the other Party before any Confidential Information is disclosed to such
     professional advisor. Additionally, a Receiving Party may disclose the
     terms of this Agreement to a potential or actual business partner or
     acquirer of the Receiving Party's business to which the Agreement relates,
     but only if that entity and its professional advisor(s) agree in writing to
     abide by confidentiality obligations substantially as those set forth in
     this Section 14.

4.   Legal Obligations.  The Receiving Party may disclose Confidential
     -----------------                                                
     Information pursuant to any statute, regulation, order, subpoena or
     document discovery request, provided that prior written notice of such
     disclosure is furnished to the Disclosing Party as soon as practicable in
     order to afford the Disclosing Party an opportunity to seek a protective
     order or to utilize other available procedures to protect such Confidential
     Information (it being agreed that if the Disclosing Party is unable to
     obtain or does not seek a protective order or other protection of such
     Confidential Information and the Receiving Party is legally compelled to
     disclose such information, disclosure of such information may be made
     without liability).

5.   Return of Information.  The Receiving Party shall, upon the written
     ---------------------                                              
     request of the Disclosing Party, during the Term or thereafter, (a)
     promptly return all Confidential Information held or used by the Receiving
     Party in whatever form, or (b) at 

 
          the discretion of the Disclosing Party, promptly destroy all such
          Confidential Information, including all copies thereof, and those
          portions of all documents that incorporate such Confidential
          Information, and certify in writing to the Disclosing Party that such
          destruction has taken place.

6.        Injunctions.  In view of the difficulties of placing a monetary value
          -----------                                                          
          on such Confidential Information, the Disclosing Party may be entitled
          to a preliminary and final injunction without the necessity of posting
          any bond or undertaking in connection therewith to prevent any further
          breach of this Section 14 or further unauthorized use of its
          Confidential Information.  This remedy is separate and apart from, and
          without prejudice to, any other remedy the Disclosing Party may have.

15.  NONSOLICITATION.  Neither Party shall, during the term of this Agreement
     ---------------                                                         
     and for one (1) year thereafter, and whether on behalf of itself or on
     behalf of any third party, solicit any employees of the other Party
     involved with the negotiation of this Agreement or that Party's performance
     hereunder, without the express written consent of the Party that employs
     such employee, such consent to be at the employing Party's sole and
     absolute discretion.  If any such employee should cease to be an employee
     of a Party, the other Party may solicit such employee beginning one (1)
     year after cessation of such employment.  Notwithstanding anything to the
     contrary herein, neither Party shall be deemed to have breached or violated
     this Section 15 (a) solely as a result of generic employment advertising by
     that Party (including any "open position" or similar listings in that
     Party's Web site or other general advertising), or (b) if any employee of
     the other Party approaches and obtains employment with the other Party
     after the date hereof solely as a result of any advertising or recruitment
     effort contemplated in clause (a) above.

 
16.  INDEMNIFICATION.
     --------------- 

     1.   Indemnification by Buy.com.  Buy.com shall indemnify, defend and hold
          --------------------------                                           
          harmless UA and the UA-Related Entities from and against all Damages
          arising from or in connection with (a) any misrepresentation or breach
          of any representation or warranty of Buy.com under this Agreement; (b)
          any breach of any covenant or agreement by Buy.com under this
          Agreement; (c) any representation, misrepresentation, warranty,
          covenant or agreement Buy.com may make with respect to UA or any of
          its products or services to Buy.com Customers or any other entity,
          without the express written consent of UA; and (d) all third-party
          claims brought against UA arising from or in connection with Buy.com's
          performance or non-performance of its obligations under this
          Agreement.

     2.   Indemnification by UA. UA shall indemnify, defend and hold harmless
          ---------------------                                              
          Buy.com and the Buy.com-Related Entities from and against all Damages
          arising from or in connection with (a) any misrepresentation or breach
          of any representation or warranty of UA under this Agreement; (b) any
          breach of any covenant or agreement by UA under this Agreement; (c)
          any representation, misrepresentation, warranty, covenant or agreement
          UA may make with respect to Buy.com or any of its products or
          services, to any other entity, without the express written consent of
          Buy.com; and (d) all third-party claims brought against Buy.com
          arising from or in connection with UA's performance or non-performance
          of its obligations under this Agreement.

     3.   Limitation on Indemnification.  Notwithstanding Sections 16.a and 16.b
          -----------------------------                                         
          above, no Indemnified Party shall be entitled to indemnification
          pursuant to Section 16.a or 16.b to the extent attributable to the
          negligence or willful misconduct of such Indemnified Party or its
          Related Entities.
      
     4.   Indemnification Procedure.
          ------------------------- 

          1.   A party seeking indemnification (the "Indemnified Party")
               shall promptly notify the other party (the "Indemnifying
               Party") in writing of any claim for indemnification,
               provided, that failure to give such notice shall not relieve the
               --------                                                    
               Indemnifying Party of any liability hereunder (except to the
               extent the Indemnifying Party has suffered actual material
               prejudice by such failure).

 
          2.   The Indemnified Party shall tender sole defense and control of
               such claim to the Indemnifying Party. The Indemnified Party
               shall, if requested by the Indemnifying Party, give reasonable
               assistance to the Indemnifying Party in defense of any claim. The
               Indemnifying Party shall reimburse the Indemnified Party for any
               reasonable legal expenses directly incurred from providing such
               assistance, as such expenses are incurred.
           
          3.   The Indemnifying Party shall have the right to consent to the
               entry of judgment with respect to, or otherwise settle, an
               indemnified claim with the prior written consent of the
               Indemnified Party, which consent shall not be unreasonably
               withheld; provided, however, that the Indemnified Party may
                         --------  -------                                
               withold its consent if any such judgment or settlement imposes
               and unreimbursed monetary or continuing non-monetary obligation
               on such Party or does not include an unconditional release of
               that Party and its Affiliates from all liability in respect of
               claims that are the subject matter of the indemnified claim.

17.  TERM & TERMINATION.
     ------------------ 

     1.   Mutual Termination Rights.  In addition to any other right or remedy
          -------------------------                         
          it may have, either UA or Buy.com may terminate this Agreement without
          any notice of default or judicial intervention being required, in the
          event:

          1.   proceedings in bankruptcy are instituted by or against the other
               party, or the other party terminates its business activities for
               any other reason.
           
          2.   there is any material breach of, or material failure to comply
               with, any of the terms or conditions of this Agreement by the
               other party which breach or failure is not remedied within thirty
               (30) days after notice of such breach or failure.
           
          3.   at any time after the date that is three years from the date
               hereof, UA or Buy.com gives the other party ninety (90) days
               notice, for any reason or no reason at all.

 
     2.   United Termination Right.  UA may terminate this Agreement upon twenty
          ------------------------                                              
          (20) days notice at any time within ten (10) days after March 31, 2000
          if, prior to such time (A) Buy.com has not consummated (x) an initial
                                 ---                                           
          public offering of its equity securities underwritten by a nationally
          recognized investment bank or (y) a merger or other similar
          transaction in which the outstanding shares of Common Stock of Buy.com
          are converted into the right to receive either cash or equity
          securities of which are traded on a national securities exchange or on
          the National Association of Securities Dealers Automated Quotation
          System and (B) UA has not exercised, either in whole or in part, that
          certain Warrant of even date herewith issued to UA by Buy.com.
      
     3.   No Prejudice to Other Rights.  Exercise of the right of termination
          ----------------------------                                       
          afforded to either party shall not prejudice any other legal rights or
          remedies either party may have against the other in respect of any
          breach of the terms of this Agreement.
      
     4.   Survival of Terms.  The provisions of Sections 1, 11, 12, 14, 15 (for
          -----------------                                                    
          one (1) year post-termination), 16, 17.c, 17.d, 18 (for the Transition
          Period), 19, 20 and 21, and any and all disclaimers, limitations on
          remedies and indemnities contained herein or in any schedules to this
          Agreement will survive the termination of this Agreement.

18.  POST-TERMINATION TRANSITION SUPPORT.
     ----------------------------------- 

     1.   Transition Support.  In the event of termination of this Agreement for
          ------------------                                                    
          any reason, including breach by the other Party, each Party shall use
          commercially reasonable efforts to make available to BuyTravel.com,
          for a period of time not to exceed ninety (90) days after the
          effective date of such termination ("Transition Period") all resources
          and services as were being provided, or required to be provided,
          immediately prior to notice of termination ("Transition Support").
          Each Party shall use commercially reasonable efforts to provide
          consulting services and technical assistance as is reasonably
          requested by BuyTravel.com during the Transition Period (also,
          "Transition Support").
      
     2.   Transition Support Payment Terms.  All resources and services provided
          --------------------------------                                      
          pursuant to Section 18.a above shall be provided on the same pricing
          terms as governed immediately prior to notice of termination, except
          that estimates of amounts due for any given month shall be due on the
          first day of that month, and a Party shall 

 
          have no obligation to provide such resources or services if any
          amounts due to such Party under this Agreement remain more than thirty
          (30) days past due.

19.  LIMITATION OF WARRANTIES & REMEDIES.
     ----------------------------------- 

     1.   Representations & Warranties.  Each Party represents that it has full
          ----------------------------                                         
          power to enter into and complete the transactions required hereunder,
          and that this Agreement is enforceable against it in accordance with
          its terms, and that the activities contemplated hereunder do not
          conflict with or constitute a breach of or default under any contracts
          or commitments to which it is a party.
      
     2.   Warranty Disclaimer.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL
          -------------------                                              
          RESOURCES AND SERVICES PROVIDED UNDER THIS AGREEMENT BY THE OTHER
          PARTY ARE PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT ANY WARRANTY,
          CONDITION, GUARANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESS
          OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING, INCLUDING WITHOUT
          LIMITATION ANY WARRANTY, CONDITION, GUARANTY OR REPRESENTATION OF YEAR
          2000 COMPLIANCE, ACCURACY, NON-INTERRUPTION, COMPLETENESS,
          MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,  OR NON-
          INFRINGEMENT, OR THE LIKE.
      
     3.   Liability Disclaimer.  EXCEPT IN CONNECTION WITH AN INDEMNIFICATION
          --------------------                                               
          CLAIM PURSUANT TO SECTION 19 ABOVE, IN NO EVENT SHALL EITHER PARTY NOR
          ANY RELATED ENTITY OF SUCH PARTY BE LIABLE TO THE OTHER PARTY, A
          RELATED ENTITY OF SUCH PARTY OR ANY THIRD PERSON FOR ANY SPECIAL,
          INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND
          (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, LOSS OF
          DATA, LOSS OF BUSINESS OPPORTUNITIES) ARISING OUT OF OR IN CONNECTION
          WITH THIS AGREEMENT, THE SERVICES OR THE LICENSED PRODUCTS, WHETHER
          BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR
          OTHERWISE, EVEN IF THE PARTY PROVIDING THE RESOURCE OR SERVICE, OR A
          RELATED ENTITY OF SUCH PARTY, HAS BEEN ADVISED OF THE POSSIBILITY OF
          SUCH DAMAGES OR SHOULD HAVE FORESEEN SUCH DAMAGES.

 
20.  AUDIT RIGHTS.  Each Party may, upon ten (10) business days' notice,
     ------------                                                       
     inspect, or have a mutually agreeable independent auditor, the operations,
     books and records of the other Party to verify compliance with the terms
     and conditions of this Agreement.  Any such audit shall be conducted at the
     audited Party's relevant facilities during normal business hours.  Each
     Party may invoke its audit rights under this Section 20 once every six (6)
     months during the term of this Agreement and for one (1) year thereafter.
     The auditing Party shall conduct, or cause to be conducted, such audit at
     its own expense, except that the auditing Party shall be entitled to
     reimbursement of its auditing expenses by the auditing Party in the event
     that such audit reveals that the audited Party has overcharged the other
     Party or BuyTravel.com for an amount, or failed to provide resources and
     services as required by this Agreement fairly valued at an amount, greater
     than 5% of the proper amount, or properly valued amount, for the audited
     time period.  Neither Party shall be required to provide access to third
     party data, facilities or other assets if that Party does not have the
     contractual right to provide access to such assets to the other Party.

21.  MISCELLANEOUS.
     ------------- 

     1.   Force Majeure.  Neither Party will be liable for any failure to
          -------------                                                  
          perform any obligation (other than payment or reimbursement
          obligations) hereunder, or from any delay in the performance thereof,
          due to causes beyond its control, including without limitation
          industrial disputes of whatever nature, acts of God, public enemy,
          acts of government, failure of telecommunications, or other calamity.
      
     2.   Assignment.  No Party may assign this Agreement without the prior
          ----------                                                       
          written consent of the other Parties under any conditions, except in
          connection with a corporate reorganization, merger or the sale of
          substantially all of its business or assets or substantially similar
          transaction; provided, however, that, notwithstanding the foregoing,
                       --------  -------                                      
          in the case of an assignment by Buy.com to a competitor of UA, or by
          UA to a competitor of Buy.com, including in connection with a
          corporate reorganization, merger, sale of substantially all of the
          business or assets of UA or Buy.com, as applicable, or substantially
          similar transaction, the prior written consent of UA or Buy.com, as
          applicable, shall in all instances be required.  Any purported
          assignment or transfer in violation of this provision shall be void
          and without effect.

 
     3.   Notices.  All notices and other correspondence under this Agreement
          -------                                                            
          shall be in writing and shall be sufficiently given if delivered
          personally, if sent by facsimile transmission with proof of receipt by
          the recipient, or sent overnight courier with proof of receipt, to the
          addresses first stated herein, or to such other address as either
          Party may specify by such notice.
      
     4.   Modification and Waiver.  No modification, amendment, supplement to or
          -----------------------                                               
          waiver of this Agreement or any attachment hereto shall be binding
          upon the parties hereto unless made in writing and duly signed by both
          parties.  No invoice or other similar form may vary the terms hereof,
          and any term thereof that is inconsistent with or additional to the
          terms hereof shall not be binding.  A failure or delay by either Party
          to enforce at any time any of the provisions hereof, or to exercise
          any option which is herein provided, or to require at any time
          performance of any of the provisions hereto shall in no way be
          construed to be a waiver of such provisions of the Agreement.
      
     5.   Severability.  The provisions of this Agreement are severable, and in
          ------------                                                         
          the event that any provisions of this Agreement are determined to be
          invalid or unenforceable under any controlling law, such invalidity or
          unenforceability shall not in any way affect the validity or
          enforceability of the remaining provisions thereof. If any provision
          of this Agreement is found to be invalid or unenforceable, the invalid
          provision shall be modified to the minimum extent required to comply
          with applicable law, and the modified provision shall be construed as
          having been in effect since the Effective Date.
      
     6.   Entire Agreement.  This Agreement and the Operating Agreement,
          ----------------                                              
          including the schedules and exhibits referred to herein and therein
          and attached or to be attached hereto and thereto, constitutes the
          entire agreement between the parties and supercedes all prior
          agreements, promises, proposals, representations, understandings and
          negotiations, whether or not reduced to writing, between the parties
          respecting the subject matter hereof.
      
     7.   Governing Law; Choice of Forum.  The validity of this Agreement, the
          ------------------------------                                      
          construction and enforcement of its terms, and the interpretation of
          the rights and duties of the parties shall be governed by the laws of
          the State of Delaware, excluding the choice of law and conflicts of
          law principles of that state.

 
     8.   Counterparts.  This Agreement may be executed in one or more
          ------------                                                
          counterparts, each of which shall be deemed an original, but all of
          which shall be considered one and the same instrument.

 
UNITED AIR LINES, INC.:                  BUY.COM, INC.:
 

By:_______________________________       By:_____________________________

Title:____________________________       Title:__________________________

Date:_____________________________       Date:___________________________


BUYTRAVEL.COM, LLC


     By:  UNITED AIR LINES, INC.
     Its: Member

     By:___________________________

     Title: _______________________ 

     Date:_________________________


     By: BUY.COM, INC.
     Its: Member

     By:___________________________

     Title: _______________________

     Date:_________________________



             [SIGNATURE PAGE TO MARKETING AND SERVICES AGREEMENT]

 
                                  SCHEDULE A
                                  ----------

                            BUYTRAVEL.COM WEB SITE
                      HOSTING SERVICES AND SERVICE LEVELS


22.  SERVICES.
     -------- 

     1.   Hosting of BuyTravel.com Web site, including Web pages, and Web site
          services. Such hosting services shall include:

          1.   Provision of a suitable hosting facility, with adequate
               electrical, air conditioning and fire safety utilities (including
               back-up resources)
           
          2.   Installation and configuration of all hardware and software for
               the Web site, including all support software directly related to
               the Web site, and interface software to other BuyTravel.com
               information systems. Such installation and configuration services
               shall apply to all upgrades and modifications of the above
               referenced hardware and software.
           
          3.   Monitoring and operational control of the BuyTravel.com Web site.
           
          4.   Web site visitor data capture and generation and reporting of Web
               site statistics.
           
          5.   Implementation and management of problem handling procedures.

     2.   Interfacing to, and cooperation with, providers of third party Web
          site services utilized on the BuyTravel.com Web site.
      
     3.   Internet connectivity through high speed (competitive with other
          travel services Web sites), highly available network access.
      
     4.   Back-up and restoration services.

 
23.  SERVICE LEVELS.
     -------------- 

     1.   Web site uptime availability:  99.5% (with the exception of scheduled
          downtime for maintenance and support).
      
     2.   Network uptime availability:  99.5% (with the exception of scheduled
          downtime for maintenance and support)

 
SCHEDULE B

CRS LIST


Amadeus (including SystemOne Amadeus)
Galileo International (including both Apollo and Galileo)
Sabre
Worldspan