CHEAP TICKETS INC
CORPORATE MASTER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>7
<FILENAME>dex1027.txt
<DESCRIPTION>CORPORATE MASTER AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.27

NOTE:  PORTIONS OF THIS EXHIBIT INDICATED BY "[****]" ARE SUBJECT TO A
CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT.
COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION AS PART OF THIS COMPANY'S CONFIDENTIAL TREATMENT
REQUEST.

                          CORPORATE MASTER AGREEMENT

             Between
                                                        Cheap Tickets, Inc.
      Vignette Corporation                                   "Client"
           "Vignette"                                 a Delaware corporation
     a Delaware corporation            and        1440 Kapiolani Blvd. Suite 800
   901 South Mo Pac Expressway                            Street Address
           Building 3                                   Honolulu, HI 96814
    Austin, Texas 78746-5776                             City, State, Zip

     This Corporate Master Agreement (this "Agreement"), effective October 31,
2000 (the "Effective Date"), sets forth the terms and conditions under which the
parties agree that Client may, pursuant to one or more separately executed
Schedules, (i) obtain licenses to use (a) Vignette's proprietary, non-custom
software (the "Programs") listed on the relevant Schedule(s), (b) Vignette-
furnished proprietary, custom software (the "Custom Programs") provided pursuant
to consulting services listed on the relevant Schedule(s) and (c) the user
documentation (the "Documentation") that Vignette makes generally available in
hard copy or electronic form to its general customer base in conjunction with
licenses of the Programs, (ii) purchase the services listed on the relevant
Schedules, and (iii) purchase the services (the "Services") listed on one or
more separately executed Assignments of Work. In this Agreement, the term
"Software" shall mean the Programs and/or the Custom Programs, along with the
Documentation, as appropriate.

This Agreement shall consist of this Agreement Form, the attached Exhibits, and
all executed Schedules, as well as all other referenced attachments and any
amendments. This Agreement is effective only upon full execution by both
parties. If Client is not a corporation or other legal entity formed in a state
of the United States, the terms and conditions of Exhibit B attached hereto
shall apply to this Agreement. By signing below, each party agrees to the terms
of this Agreement. Any executed copy of this Agreement made by reliable means
(e.g., photocopy or facsimile) is considered an original.

Agreed to by:
Vignette Corporation                     Cheap Tickets, Inc.
                                         (Client)

By:                                     By: /s/ Paul B. Halstead
    --------------------------------        ---------------------------------
    (Signature)                             (Signature)

By:                                     By: Paul B. Halstead
    --------------------------------        ---------------------------------
    (Name typed or printed)                 (Name typed or printed)

By:                                     By: CTO
    --------------------------------        ---------------------------------
    (Title)                                 (Title)

By:                                     By: 10/30/00
    --------------------------------        ---------------------------------
    (Date)                                  (Date)

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                                   EXHIBIT A
            CORPORATE MASTER AGREEMENT GENERAL TERMS AND CONDITIONS

1.   LICENSE GRANT AND RIGHT OF USE.

a.   Provided that the Agreement and each relevant Schedule have been fully
     executed by both Vignette and Client, Vignette grants to Client a
     nonexclusive and nontransferable license to install and use the number of
     copies of the object code version of the Programs and if applicable, the
     source code version of Custom Programs, pursuant to the terms and
     conditions herein and in the executed Schedules. Unless otherwise
     designated, all licenses granted hereunder shall be perpetual.

b.   Unless otherwise specified on the relevant Schedule, each copy of the
     Software licensed hereunder [****]. Client may use the Software for the
     functions expressly licensed by Client solely for Client's own internal
     business purposes in the software operating environment (if any) specified
     on the applicable Schedule. The Software may not be used to provide
     computer time sharing, third-party training on the use of the Software,
     virtual or actual hosting or as a service bureau for any third parties.
     Client shall not (and shall not permit any employee or other third party to
     copy, use, analyze, reverse engineer, decompile, disassemble, translate,
     convert or apply any procedure or process to the Software in order to
     ascertain, derive, and/or appropriate for any reason or purpose, the source
     code or source listings for the Programs or any trade secret information or
     process contained in the Software. Other special license terms and
     restrictions specified on the relevant executed Schedules are incorporated
     by reference into this Section 1. Client's rights in the Software will be
     limited to those expressly granted in this Agreement. Vignette reserves all
     rights and licenses in and to the Software not expressly granted to Client
     under this Agreement.

2.   FEES

a.   Client shall pay Vignette the license fees and the Maintenance fees for the
     Software specified on the applicable Schedule within 30 days after receipt
     of Vignette's invoice. [****] All Software will be shipped FOB
     Vignette's site. Invoices may contain shipping and handling charges.

b.   Client shall pay any other fees and prices specified on a Schedule or
     Assignment of Work within 30 days after receipt of Vignette's applicable
     invoice.

c.   All prices and fees are in U.S. dollars unless otherwise specified. All
     amounts payable under this Agreement are exclusive of all sales, use,
     value-added, excise, property, withholding, and other taxes and duties.
     Client will pay all taxes and duties assessed in connection with this
     Agreement and Client's performance hereunder by any authority. Client will
     promptly reimburse Vignette for any and all taxes or duties that Vignette
     may be required to pay in connection with this Agreement or its
     performance. This provision does not apply to any taxes for which Client is
     exempt, provided Client has furnished


[****] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

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     Vignette with a valid tax exemption certificate, or to Vignette's income or
     franchise taxes.

3.   REPRODUCTION OF THE SOFTWARE

a.   Vignette shall provide Client with a single copy (the "Master Copy") of
     each Software product licensed hereunder. Subject to the other terms and
     conditions herein, Client may use the Master Copy (including all Updates
     provided hereunder) to install the number of copies specified on the
     relevant Schedule on Client's computer server(s) in accordance with the
     license grant.

b.   Client may also (i) make one copy of the Master Copy for archival purposes,
     (ii) install one copy of the Software at a backup location for its use only
     as and when necessary for business resumption purposes in the event of
     Client's primary computing facility, becoming inoperable, (iii) install an
     additional copy as necessary to accommodate a move of the installed
     Software from one server to another (provided that the original
     installation is removed after the new server is operational), and (iv) copy
     the installed copies of the Software onto system backup media to the extent
     necessary to accommodate Client's normal system backup routines. Otherwise,
     Client may not copy the Software, in whole or in part.

c.   Client shall assume all responsibility for the quality of the copies made
     hereunder. Client shall include Vignette's copyright notice(s), proprietary
     rights legend(s), and other indicia of ownership on all copies, in the
     content and format as those that were contained on the Master Copy. Client
     shall pay all duplication and distribution costs incurred by Client by
     copying the Software, and shall also pay applicable use taxes, customs
     duties and similar fees.

4.   MAINTENANCE AND OTHER SERVICES

a.   Provided Client elects to obtain maintenance services ("Maintenance") for a
     Program and pays all applicable Maintenance fees, Vignette shall provide
     Client with the following Maintenance services for the period commencing on
     the date Vignette delivers the relevant Program to Client through the
     period ending one anniversary year thereafter (the "Initial Maintenance
     Period"):

     i.   Updates to the Programs. [****]

     ii.  [****]

     iii. [****]

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WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
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b.   Upon expiration of the Initial Maintenance Period, Maintenance shall
     automatically renew for successive annual periods (each an "Annual
     Maintenance Period"), provided (i) Vignette continues to offer Maintenance
     for the relevant Program(s) to its general client base; (ii) Client pays
     the Maintenance fees applicable for the relevant Annual Maintenance Period,
     and (iii) Client does not terminate Maintenance by providing Vignette with
     at least 30 days written notice prior to the expiration of the applicable
     Initial or Annual Maintenance Period. Maintenance fees for the Program(s)
     shall be calculated [****]. All Maintenance fees shall
     be due and payable at the beginning of each Maintenance Period. Further,
     Updates shall be deemed Software for purposes of this Agreement.

c.   Client agrees to provide Vignette with all information and materials
     requested by Vignette for use in replicating, diagnosing and correcting an
     error or other Program problem reported by Client. Client acknowledges that
     all Updates provided by Vignette will be cumulative in nature, and
     therefore Client agrees to install all Updates provided by Vignette Client
     further acknowledges that Vignette's ability to provide satisfactory
     Maintenance is dependent on Client (i) installing all Updates and (ii)
     providing Vignette with the information necessary to replicate Program
     problems.

d.   Vignette shall not be obligated to provide Maintenance for any software
     other than the Programs (including all Updates) as delivered by Vignette to
     Client. Except to the extent Vignette modifies the Programs pursuant to the
     provision of Maintenance, [****].

e.   Vignette shall provide consulting and training Services (each an
     "Assignment"), under the terms of this Agreement, agreed to by the parties
     and specified on one or more separately executed Schedule(s) or Assignment
     of Work(s). In the event of any conflict between this Agreement and an
     Assignment of Work, the provisions of the Assignment of Work shall prevail.
     All Assignments shall be billed on a time and materials basis at Vignette's
     then-current consulting rates unless otherwise agreed in writing by the
     parties. Any monetary limit referenced in an Assignment of Work shall be an
     estimate only for purposes of Client's budgeting and Vignette's resource
     scheduling unless expressly stated to be a definitive limit. Vignette shall
     have the right to use third parties in performance of Assignments hereunder
     and, for purposes of this Agreement, all references to Vignette or its
     employees shall be deemed to include such third parties. Client shall
     provide Vignette access to its equipment, systems and other facilities to
     the extent reasonably required by Vignette for the performance

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WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

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     of Assignments hereunder. For any on-site services requested by Client,
     Client agrees to reimburse Vignette for its actual, reasonable travel and
     other out-of-pocket expenses incurred.

5.   CONFIDENTIALITY

a.   Any business, operational or technical information provided to Client by
     Vignette hereunder that is marked or otherwise identified as confidential
     or proprietary, or that Client knows or should know is confidential or
     proprietary, the Software and other deliverables furnished by Vignette
     (including, but not limited to the oral and visual information relating
     thereto and provided in Vignette's training classes, seminars, and
     publications), and the terms of and pricing under this Agreement
     (collectively Vignette's "Proprietary Information") contain valuable and
     confidential information that is proprietary to Vignette and to third
     parties from whom Vignette has obtained marketing rights (the "Third Party
     Licensors"), and which includes and constitutes trade secrets and
     unpublished copyrighted material of Vignette and the Third Party Licensors.
     Client agrees to maintain the confidentiality of Vignette's Proprietary
     Information and to only use it in carrying out its rights and obligations
     under this Agreement. Nothing in this Agreement shall be construed to
     convey any title or ownership rights to the Software or Proprietary
     Information to Client. Client shall not sublicense, rent, assign, transfer
     or disclose the Proprietary Information to any third party and shall not
     reproduce, perform, display, prepare derivative works of, or distribute the
     Proprietary Information except as expressly permitted in this Agreement.
     Client shall not disclose the results of any benchmark tests of the
     Programs to any third party without Vignette's prior written approval.
     Client shall make commercially reasonable efforts to prevent the theft of
     any Proprietary Information and/or the disclosure, copying, reproduction,
     performance, display, distribution and preparation of derivative works of
     the Proprietary Information except as expressly authorized herein.

b.   Vignette agrees to maintain the confidentiality of business, operational
     and other information provided by Client to Vignette hereunder, provided
     such information is marked or otherwise identified by Client as
     confidential or proprietary or is of a nature that Vignette knows or should
     know is confidential or proprietary (also referred to herein as
     "Proprietary Information"), and will only use it in carrying out its rights
     and obligations under this Agreement.

c.   Both parties agree to restrict access to the Proprietary Information of the
     other only to employees who (i) require access in the course of their
     assigned duties and responsibilities in connection with this Agreement, and
     (ii) have agreed in writing to be bound by provisions no less restrictive
     than those set forth in this Section 5.

d.   The confidentiality obligations of the parties regarding the Proprietary
     Information of the other shall not apply to any material or information
     that (i) is or becomes a part of the public domain through no act or
     omission by the receiving party, (ii) is independently developed by
     employees of the receiving party without use or reference to the
     Proprietary Information of the other party, (iii) is disclosed to the
     receiving party by a third party that, to the

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     receiving party's knowledge, was not bound by a confidentiality obligation
     to the other party, or (iv) is demanded by a lawful order from any court or
     any body empowered to issue such an order. Each party agrees to notify the
     other promptly of the receipt of any such order, and to provide the other
     with a copy of such order.

6.   TERM AND TERMINATION

a.   This Agreement shall continue in force and effect perpetually unless
     terminated pursuant to its provisions.

b.   This Agreement, any Assignment of Work, and/or any license granted
     hereunder may be terminated in accordance with the following:

     i.   Vignette may terminate this Agreement, any Assignment of Work and/or
          any licenses granted herein:

          A.   Upon 15 calendar days notice if Client uses, transfers or
               discloses any of the Software or other Proprietary Information,
               or any copy or modification thereof, in violation of this
               Agreement, unless Client has fully cured such breach within such
               15 day period;

          B.   Upon 30 calendar days written notice if Client has breached any
               other material provision of this Agreement, including failure to
               make payments when due, and such breach is not fully cured within
               such 30 day period.

     ii.  Client may terminate this Agreement or any Assignment of Work on 30
          calendar days written notice if Vignette has breached any material
          provision of this Agreement and such breach is not fully cured within
          such 30 day period.

c.   Upon termination of the Agreement or any license(s) granted herein, [****].
     Client shall immediately stop using all such Proprietary Information
     (including Software) and shall return all copies to Vignette, except that
     Client may instead choose to delete all installed copies off of any and all
     storage media possessed by Client. Client shall provide Vignette with
     written certification signed by an officer of Client that all copies of the
     Software have been returned or destroyed and that Client has retained no
     copies.

d.   Any incomplete Assignment of Work(s) shall be terminated concurrently with
     this Agreement. Client shall pay a pro-rata portion of any Assignment that
     is incomplete at the time of termination and for which payments have not
     been made and Vignette shall deliver to Client copies of all such
     incomplete work for which payment has been made, unless any applicable
     license for such work has been terminated.

e.   Termination of this Agreement, any Assignment of Work or any license
     granted hereunder shall not limit the remedies otherwise available to
     either party, including injunctive relief.

7.   WARRANTIES

Vignette warrants that for the first [****] following delivery of the Program to
Client (the "Warranty Period"), (i) the Programs as delivered will perform
substantially in

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WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

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conformance with the applicable Documentation, and (ii) that the digital or
electronic media on which the Programs and the Documentation are distributed are
free from defects in materials and workmanship. Vignette does not warrant that
the Programs will operate in combinations except as specified in the
Documentation. Notwithstanding any other provision of this Agreement, Vignette
and Client acknowledge that Client's use of the Software or other deliverables
provided hereunder may not be uninterrupted or error-free. As Client's sole and
exclusive remedy and Vignette's entire liability for any breach of the foregoing
warranty, Vignette will, at its sole option and expense, promptly repair or
replace any medium or Program which fails to meet this limited warranty or, if
Vignette is unable to repair or replace the medium or the Program, refund to
Client the applicable license fees paid upon return of the nonconforming item to
Vignette. If Vignette remits to Client a refund for a particular Program, as
contemplated by this paragraph, [****].

a.   Vignette warrants that its Services provided hereunder shall be performed
     consistent with generally accepted industry standards. This warranty shall
     be valid for [****] days from the date of performance of the relevant
     service.

b.   Vignette warrants to Client that Vignette has the right to enter into this
     Agreement and to grant the rights and licenses herein and, that to the best
     of Vignettes knowledge, that Software does not infringe any patent or
     copyright or violate any other proprietary rights of a third party.
     Vignette's sole and exclusive obligation, and Client's sole and inclusive
     remedy, for breach of this warranty with respect to intellectual property
     or proprietary rights of any kind, is Vignette's indemnification of Client
     as set forth in Section 8 below.

c.   Provided that all date data provided to the Programs is in full 4 digit
     year format, Vignette warrants that the Programs as delivered to Client by
     Vignette: (i) have been designed to be Year 2000 compliant, which shall
     include, as an illustration but not a limitation, date data century
     recognition, and calculations that accommodate same and multi-century
     formulae and date values; (ii) will operate in substantial accordance with
     the Documentation prior to, during and after the calendar year 2000 AD; and
     (iii) shall not end abnormally or provide invalid or incorrect results as a
     result of date data, specifically including date data which represents
     different centuries or more than one century. The foregoing warranty shall
     not apply to (iv) third party software that is or may be used in
     conjunction with the Programs, including database and operating systems
     vendors, (v) any non-compliance to the extent caused by hardware, third
     party software or applications and content developed with or operating with
     the Programs as delivered, or (vi) Client's use of other than a current
     unaltered release of the Programs if use of a current, unaltered release of
     the Programs would avoid the nonconformance. Client is solely responsible
     for all system integration and testing of the Software in a fully Year 2000
     compliant operating, environment, including all hardware, system software,
     databases, network environment, and other interoperating components.

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d.   Vignette warrants that it will use commercially reasonable efforts to
     ensure the Software as delivered by Vignette does not contain viruses,
     worms, Trojan horses or other unintended malicious or destructive code
     ("Malicious Code"). If Malicious Code is discovered in Software as
     delivered by Vignette, Vignette shall provide Client with a clean copy that
     does not contain such Malicious Code within [****] days following Client's
     notice to Vignette of a breach of this warranty. However, Client is hereby
     notified that the Software may contain time-out devices, counter devices,
     and/or other devices intended to ensure the limits of a particular license
     will not be exceeded ("Limiting Devices"). If the Software does contain
     Limiting Devices, Vignette shall ensure that Client receives any codes or
     other materials necessary to use the Software to the limits of Client's
     license.

e.   EXCEPT AS EXPLICITLY STATED IN THIS AGREEMENT, VIGNETTE MAKES NO OTHER
     WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
     MERCHANTABILITY, NONINFRINGEMENT AND FITNESS OF A PARTICULAR PURPOSE.

8.   VIGNETTE INDEMNITIES

a.   Vignette will defend or settle, at its expense, any action brought or
     allegation made against Client to the extent that it is based upon a claim
     that the Software, as provided by Vignette to Client under this Agreement
     and used within the scope of this Agreement, infringes any copyright, trade
     secret, U.S. patent or other proprietary right, and [****].  Vignette's
     obligations hereunder are contingent on the following conditions:

     i.   Client must notify Vignette in writing promptly after Client becomes
          aware of a claim or the possibility thereof; and

     ii.  Client must grant Vignette the sole control of the settlement,
          compromise, negotiation, and defense of any such action; and

     iii. Client must provide Vignette with all information related to the
          action that is reasonably requested by Vignette; and

     iv.  Vignette may, at its option, (A) obtain the right for Client to
          continue using the Software; or (B) replace or modify the Software so
          it is no longer infringing, or (C) terminate the applicable license(s)
          and remove the Software. If Vignette so terminates the applicable
          license(s) and removes the Software, [****].

b.   The foregoing indemnity shall not apply to any infringement claim to the
     extent arising from (i) [****]; and/or (ii) [****];
     and/or (iii) [****]; and/or (iv) [****]; and/or (v) [****].

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c.   Vignette will indemnify and hold Client harmless from all actual
     liabilities, damages and losses incurred by Client arising out of any legal
     action based on any claim of wrongful death, bodily injury or physical
     destruction of tangible property to the extent resulting from any acts or
     omissions of Vignette in the performance of its duties hereunder. The
     indemnity specified in this subsection is contingent on the conditions
     specified in subsections (a)(i)-(iii) above.

d.   Vignette shall not be liable hereunder for any settlement made by Client
     without Vignette's advance written approval or for any award from any
     action in which Vignette was not granted control of the defense.

e.   The parties agree to cooperate in good faith in the defense of any legal
     action or suit that causes one party to invoke an indemnity hereunder.

f.   This Section 8 states Vignette's entire liability and Client's exclusive
     remedy for infringement of intellectual property rights of any kind.

9.   CLIENT INDEMNITIES

a.   Except to the extent Client is entitled to indemnification under Section
     8.a. above, Client will defend or settle, at its expense, any action
     brought or allegation made against Vignette to the extent that it is based
     upon (i) [****] or (ii) [****]. Client's obligations hereunder are subject
     to the following conditions:

     i.   Vignette must notify Client in writing promptly after Vignette becomes
          aware of a claim or the possibility thereof;

     ii.  Vignette must grant Client the sole control of the settlement,
          compromise, negotiation, and defense of any such action; and

     iii. Vignette must provide Client with all information related to the
          action that is reasonably requested by Client.

b.   Client will indemnify and hold Vignette harmless from all actual
     liabilities, damages and losses incurred by Vignette arising out of any
     legal action based on any claim of wrongful death, bodily injury or
     physical destruction of tangible property to the extent resulting from any
     acts or omissions of Client hereunder. The indemnity specified in this
     subsection is subject to the conditions specified in subsections
     (a)(i)-(iii) above.

c.   Client represents and warrants that it shall comply with all laws, rules,
     and


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     regulations of the United States and other countries that may be applicable
     to the Software or to Client's activities under this Agreement. [****]
     arising from breach of the warranties or Client's obligations set forth in
     this paragraph. The indemnity specified in this subsection is subject to
     the conditions specified in subsections (a)(i)-(iii) above

d.   Client shall not be liable hereunder for any settlement made by Vignette
     without Client's advance written approval or for any award from any action
     in which Client was not granted control of the defense.

e.   The parties agree to cooperate in good faith in the defense of any legal
     action or suit that causes one party to invoke an indemnity hereunder.

f.   This Section 9 states Client's entire liability and Vignette's exclusive
     remedy for infringement of intellectual property of any kind.

10.  LIMITATIONS OF LIABILITY

a.   TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO
     VIGNETTE'S OBLIGATIONS UNDER SECTION 8, NOTWITHSTANDING THE FORM (E.G.,
     CONTRACT, TORT (INCLUDING NEGLIGENCE) STATUTORY LIABILITY OR OTHERWISE) IN
     WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST VIGNETTE,
     NEITHER VIGNETTE NOR ITS THIRD PARTY LICENSORS SHALL BE LIABLE HEREUNDER
     FOR DAMAGES WHICH [****].

b.   TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VIGNETTE OR
     ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
     EXEMPLARY, PUNITIVE DAMAGES, OR FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES,
     INCLUDING BUT NOT LIMITED TO THOSE FOR BUSINESS INTERRUPTION OR LOSS OF
     PROFITS, EVEN IF VIGNETTE HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH
     DAMAGE.

c.   NOTHING IN THIS AGREEMENT SHALL LIMIT EITHER PARTY'S LIABILITY FOR DEATH OR
     PERSONAL INJURY CAUSED BY A PARTY'S NEGLIGENCE OR LIABILITY FOR FRAUD.

d.   The provisions of this Agreement allocate the risks between Client and
     Vignette. Vignette's pricing reflects this allocation of risk and the
     limitations of liability specified herein.

11.  MISCELLANEOUS

a.   In the event any action is brought to enforce any provision of this
     Agreement, or to declare a breach of this Agreement, the prevailing party
     shall be entitled to recover, in addition to any other amounts awarded,
     reasonable legal and other related costs and expenses, including attorney's
     fees, incurred thereby.


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b.   Client shall comply with all then current export and import laws and
     regulations of the United States and such other governments as are
     applicable to the Software. Client hereby certifies that it will not
     directly or indirectly, export, re-export, or transship the Software or
     related information, media, or products in violation of United States laws
     and regulations.

d.   Client may not assign this Agreement or any license granted or created
     hereunder whether by operation of law, change of control, or in any other
     manner, without the prior written consent of Vignette, which consent shall
     not be unreasonably withheld. Notwithstanding the foregoing, [****].
     ("Affiliate" of a party shall mean such party's parent corporation, any
     entity under the control of such party's parent corporation at any tier, or
     any entity controlled by such party at any tier. "Control" shall mean the
     power to direct or cause the direction of the management and policies of
     the entity through the ownership of more than 50% of the outstanding voting
     interests in such entity.)

e.   The parties are independent contractors and nothing in this Agreement shall
     be deemed to make either party an agent, employee, partner or joint
     venturer of the other party. Neither party shall have the authority to
     bind, commit, or otherwise obligate the other party in any manner
     whatsoever. Vignette may use Client's plain text name to list Client as a
     customer of Vignette.

f.   During the term of this Agreement and for [****] months thereafter, both
     parties agree not to solicit or to offer employment to any employees of the
     other party without it's the other party's prior written consent.

g.   Any notice required under this Agreement shall be given in writing and
     shall be deemed effective upon mailing by first class mail, properly
     addressed and postage prepaid, or delivery by courier service to the
     address specified on the face page hereof or to such other address as the
     parties may designate in writing.

h.   If any portion of this Agreement is determined to be or becomes
     unenforceable or illegal, such portion shall be deemed eliminated and the
     remainder of this Agreement shall remain in effect in accordance with its
     terms as modified by such deletion. This Agreement shall be governed by and
     interpreted in accordance with the laws of the United States and the State
     of Texas, excluding its choice of law rules.

i.   Definitions set forth in any part of this Agreement shall apply to all
     parts of this Agreement. In the event of a conflict between the terms of
     different parts of this Agreement, the following order of priority shall
     apply: first, the relevant Schedule(s); second, the relevant Assignment(s)
     of Work; third the Exhibits; and fourth, the Agreement.

j.   Client shall permit Vignette by any reasonable and appropriate means to
     verify that Client has complied with the provisions of Sections 1 (Software


[****] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       11
<PAGE>

     License), 5 (Confidentiality) and 6 (Termination), and Client agrees to
     cooperate fully with such a verification. [****] unless Client is in
     material breach of this Agreement. All such verifications shall take place
     upon not less than [****] business days notice to Client, during Client's
     regular business hours and will be conducted in a manner designed to
     minimize any impact on Client's normal business operations. Vignette shall
     be entitled, in addition to its other legal remedies, to obtain injunctive
     relief to enforce the terms of Sections 1, 2, 5 and 6.

k.   The following terms and conditions will survive termination: Sections l(b)
     (except for the first 2 sentences), 2, 5, 6(c), 6(d) 8, 9, 10 and 11.

l.   If Client is the United States Government or any contractor thereof, all
     licenses granted hereunder are subject to the following: (i) for
     acquisition by or on behalf of civilian agencies, as necessary to obtain
     protection as "commercial computer software" and related documentation in
     accordance with the terms of this Commercial Software Agreement as
     specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and
     its successors; (ii) for acquisition by or on behalf of units of the
     Department of Defense ("DOD") as necessary to obtain protection as
     "commercial computer software" and related documentation in accordance with
     the terms of this commercial computer software license as specified in 48
     C.F.R. 227-7202-2 of the DOD F.A.R. Supplement and its successors.

m.   This Agreement (including the attached Schedules, Assignment of Work(s)
     Exhibits and referenced attachments) constitute the entire agreement
     between the parties regarding the subject matter hereof and supersede all
     proposals and prior discussions and writings between the parties with
     respect thereto. The parties agree that this Agreement cannot be altered,
     amended or modified, except in writing that is signed by an authorized
     representative of both parties. It is expressly agreed that the terms of
     any Client purchase order or other ordering document (except for mutually
     executed license Schedules and Assignments of Work) shall be without force
     and effect. This Agreement shall also supersede all term of any unsigned or
     "shrinkwrap" license included in any package, media or electronic version
     of software licensed under a Schedule.

n.   Except for actions for preliminary injunctive relief, actions arising from
     a breach of confidentiality, actions brought to enforce a claim which is
     covered by the indemnity provisions of this Agreement and actions to
     enforce the decisions of the arbitrators, all disputes arising out of or
     related to this Agreement, including the scope, the construction or
     application of this Agreement, shall be resolved by arbitration in
     accordance with the commercial arbitration rules of the American
     Arbitration Association then in force. Notwithstanding the preceding, both
     sides agree that the Federal Rules of Evidence will govern any such
     proceeding. The arbitration hearings shall be held in Honolulu, Hawaii, and
     shall be conducted in English. If the parties cannot agree upon a single
     arbitrator within 15 days after demand by either of them, each party shall
     select one arbitrator knowledgeable of the computer service industry and
     notify the other of its selection, and such two arbitrators shall select a
     third. All


[****] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
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                                       12
<PAGE>

     arbitrators must be licensed attorneys with experience in contract law. All
     arbitrators must be able to sign an oath of neutrality evidencing no
     demonstrable bias. The arbitrator(s) shall conduct a hearing within 30 days
     after their selection. A majority of the arbitrators shall determine the
     decision/award, which shall be rendered within five days after the
     completion of the hearing. The decision of the arbitrator(s) shall be final
     and binding upon the parties both as to law and to fact, and shall not be
     appealable to any court in any jurisdiction. The expenses of the
     arbitrators shall be shared equally by the parties. Nothing in any
     indemnification provision hereunder shall be construed as having any
     bearing on the award of attorneys fees under this Section. The provisions
     for integration contained in this Agreement shall also apply to the
     admissibility of evidence in any dispute subject to arbitration.

                                       13
<PAGE>

                                   EXHIBIT B

          Terms and Conditions for Non-U.S. Corporations or Entities

     If Client is not a corporation or other legal entity formed in a state of
the United States, the terms and conditions of this Exhibit B shall apply to
this Agreement. If Client is a corporation or other legal entity formed in a
state of the United States, this Exhibit B is inapplicable.

1.   Notwithstanding anything to the contrary in this Agreement, Vignette may
     give notice in writing to Client to terminate this Agreement, with
     immediate effect:

     a.   Upon (A) the institution by or against Client of insolvency,
          receivership or bankruptcy administration or compulsory winding-up
          proceedings or any other proceedings for the settlement of Client's
          debts; (B) Client's making any assignment for the benefit of
          creditors; or (C) Client's liquidation, dissolution or ceasing to
          conduct business in the normal course;

     b.   In the event that any current legislation or exchange controls under
          applicable law preclude Client from making payments to Vignette in
          United States currency for a period of 60 days; provided, however,
          that termination under this subsection shall not relieve Client of its
          payment obligations under this Agreement; or

     c.   Upon the enactment of any law, or regulation by any governmental
          authority which would impair or restrict (A) the right of Vignette to
          terminate this Agreement as herein provided, (B) Vignette's right,
          title or interest in the Software and the intellectual property rights
          therein and thereto, or (C) Vignette's rights to receive the payments
          under this Agreement.

2.   Client represents and warrants that the provisions of this Agreement, and
     the rights and obligations of the parties hereunder, are enforceable under
     the laws of the countries to which the Software will be delivered and in
     which the Software will be used. Client agrees to indemnify and hold
     harmless Vignette from all liabilities, damages, losses, claims, actions
     and expenses (including attorneys' fees) arising from breach of the
     warranties or Client's obligations set forth in this paragraph.

3.   Client represents and warrants that no currency control laws prevent the
     payment to Vignette of any sums due under this Agreement.

4.   Client represents and warrants that, as of the Effective Date of this
     Agreement, no consent, approval or authorization of, or designation,
     declaration or filing with, any governmental authority which has not been
     made or obtained by Client prior to the Effective Date, is required in
     connection with the valid execution, performance and delivery of this
     Agreement. If the laws or regulations of any country require this Agreement
     to be approved, registered or notified with or by any governmental
     authority, Client will be solely responsible for such obligations. Vignette
     will have the right to withhold delivery of the Software until it has
     received satisfactory evidence that any

                                       14
<PAGE>

     required approvals, registrations or notifications have been obtained.
     Vignette will provide Client with such assistance as Client may reasonably
     request in making or obtaining any such approvals, registrations or
     notifications. In the event that the issuance of any approvals,
     registrations or notifications is conditioned upon an amendment or
     modification to this Agreement which is unacceptable to Vignette, Vignette
     will have the right to terminate this Agreement without further obligation
     whatsoever to Client.

5.   Client will advise Vignette of any legislation, rule, regulation or other
     law (including but not limited to any customs, tax, trade, intellectual
     property or tariff law) which is in effect or which may come into effect
     after the Effective Date of this Agreement which affects the importation of
     the Software into, or the use and the protection of the Software within the
     country or countries to which the Software will be shipped and in which the
     Software will be used, or which has a material effect on any provision of
     this Agreement.

6.   If any withholding or similar tax must be paid under the laws of any
     country outside of the U.S. based on the payments to Vignette specified in
     this Agreement, then Client will pay all such taxes and the amounts payable
     to Vignette under this Agreement will be increased such that the amounts
     actually paid to Vignette will be no less than the amounts Vignette would
     have received notwithstanding such tax. Client will provide Vignette with
     written documentation, including copies of receipts, of any and all such
     taxes paid in connection with this Agreement.

7.   The parties specifically disclaim the UN Convention on Contracts for the
     International Sale of Goods.

8.   Except for actions for preliminary injunctive relief and actions to enforce
     the decisions of the arbitrators, all disputes arising out of or related to
     this Agreement, including the scope, the construction or application of
     this Agreement, shall be resolved by arbitration in accordance with the
     commercial arbitration rules of the American Arbitration Association then
     in force. The arbitration hearings and all meetings pursuant to this
     section shall be held in Austin, Texas, and shall be conducted in English.
     If the parties cannot agree upon a single arbitrator within 15 days after
     demand by either of them, each party shall select one arbitrator
     knowledgeable of the computer service industry and notify the other of its
     selection, and such two arbitrators shall select a third. The arbitrator(s)
     shall conduct a hearing within 30 days after their selection. A majority of
     the arbitrators shall determine the decision/award, which shall be rendered
     within five days after the completion of the hearing. The decision of the
     arbitrator(s) shall be final and binding upon the parties both as to law
     and to fact, and shall not be appealable to any court in any jurisdiction.
     The expenses of the arbitrators shall be shared equally by the parties.
     Nothing in any indemnification provision hereunder shall be construed as
     having any bearing on the award of attorneys fees under this Section. The
     provisions for integration contained in this Agreement shall also apply to
     the admissibility of evidence in any dispute subject to arbitration.

9.   This Agreement is in the English language only, which language shall be
     controlling in all respects, and all versions hereof in any other language
     shall be for accommodation only and shall not be binding upon the parties
     hereto. All communications and notices to

                                       15
<PAGE>

     be made or given pursuant to this Agreement shall be in the English
     language. Les parties aux presentes confirment leur volonte que cette
     convention de meme que tous les documents y compris tout avis qui s y
     rattache, soient rediges en langue anglaise (translation: "The parties
     confirm that this Agreement and all related documentation is and will be in
     the English language.").

10.  The terms and conditions of this Exhibit B shall survive termination of the
     Agreement.

                                       16
<PAGE>

                                  APPENDIX A
                          ENTERPRISE LICENSE SCHEDULE


Schedule to Corporate Master Agreement. This Schedule supplements and amends the
Corporate Master Agreement (the "Agreement"), by and between Vignette
Corporation ("Vignette") and Cheap Tickets, Inc., ("Client") to license the
Software specified herein and to incorporate the additional terms set forth
below to grant Client an Enterprise License (the "Enterprise License") for the
Software specified herein (the "Included Software"). This Enterprise License is
in effect for the limited term specified below.

1.   License Grant:

     a)   Vignette grants Client one Domain License to install and use [****]
          number of copies of the Included Software throughout the Enterprise
          (defined below) on [****] number of Servers owned and operated by
          Client in connection with and in support of Client's world wide web
          sites operated through only those Universal Resource Locators ("URLs")
          that are wholly owned and controlled by Client. This Domain License
          does not extend to any use except for the operation of the Domain.
          This Domain License [****]. In the event that a third party does
          acquire Client, the Domain License shall be limited to Client's
          license configuration in effect as of the time of the acquisition. For
          purposes of this Schedule, "Enterprise" shall mean Client and any
          legal entity wholly owned and controlled by Client.

     b)   The parties agree that the number of copies that Client may install
          pursuant to this Domain License shall be limited to the [****], in
          support of the Domain, as of the end of the Domain Term. If, after the
          end of the Domain Term, Client desires to install additional copies
          and/or utilize additional or increased functionality, Client must
          purchase such additional licenses pursuant to terms and conditions set
          forth on a separate Schedule mutually acceptable to the parties.
          Certain terms and definitions relevant to the scope of use of the
          Included Software are appended hereto as Appendix A ("Product
          Descriptions"). Notwithstanding the preceding sentence, to the extent
          the Product Descriptions refer to or reference restrictions that
          require additional licenses for that particular product based on
          usage, such restrictions shall not apply during the Domain Term.

     c)   At the end of the Domain Term, Client shall possess a perpetual,
          fully-paid license to use the number of copies of Included Software
          [****] in support of the Domain, as of the end of the Domain Term.

[****] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
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                                       1
<PAGE>

2.   Included Software, Term and Fees:

     a)   The "Included Software" is defined as:

          i)    [****]
          ii)   [****]
          iii)  [****]
          iv)   [****]
          v)    [****]
          vi)   [****]
          viii) [****]

     b)   Vignette will ship one copy of each Included Software product listed
          above and associated documentation to Client at the following address
          within five business days after execution of this Schedule:

                Cheap Tickets, Inc.
                ------------------
                1440 Kapiolani Blvd., Suite 800
                -------------------------------
                Honolulu, HI 96814
                ------------------
                Attn: Eric Gomez
                ----------------

     c)   Term of Domain License: beginning October 31, 2000 and expiring
          October 30, 2003, (the "Domain Term")

     d)   Fees:

                        Product/Service                                Total
          Domain License Fee for the Domain Term                    $[****]
          Enterprise Level Support for the Domain Term              $[****]
          - See Exhibit B
               Total Amount due upon execution of Agreement:         [****]

3.   Optional Maintenance Service and Fees:

     a)   Provided that Client pays the fees specified above for Maintenance
          service ("Domain Level Support"), Vignette will provide Central Site
          Maintenance to the Client through the following Designated Location of
          Client (the "Central Site")

                Cheap Tickets, Inc.
                1440 Kapiolani Blvd., Suite 800
                Honolulu, HI 96814
                Phone:___________________________________
                Fax:  ___________________________________


[****] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
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                                       2
<PAGE>

          i)   Client agrees that all Maintenance and Phone Support for the
               Included Software as required under Article 4 of the Agreement
               shall be provided by Vignette only [****]. Vignette shall have no
               obligation to provide any support for any copy of the Included
               Software at [****]and all inquiries to Vignette and
               communications between the parties shall be only with the Central
               Site.

          ii)  Vignette shall provide one (1) copy of each correction,
               improvement, or update to the Central Site. Client shall have the
               right and obligation to copy and distribute each such correction,
               improvement, or update to the other Designated Locations.

     b)   The Maintenance Fee for each subsequent year after the Domain Term
          shall be equal to [****]for the configuration installed and in
          production use by Client pursuant to the license granted herein

4.   Additional Terms and Conditions

     a)   During the Domain Term, the following terms and conditions shall apply
          to this Domain License and supersede and replace for such term only,
          those provisions of the Agreement which directly conflict with these
          terms and conditions.

          i)   Client shall have the right to make and use multiple copies of
               the Included Software without obligations to pay additional
               License fees for copies made.
          ii)  Upon Vignette's prior written request, Client shall conduct an
               annual audit to determine the quantities and the addresses of the
               then current locations at which the Included Software is
               installed at the end of each anniversary year and shall give
               Vignette written notice of the address of each such location on
               or before thirty (30) days following the end of each such
               anniversary year.

     b)   Client shall not use the Included Software for service bureau or time
          sharing purposes.

     c)   So that Vignette may accurately track the usage of the Included
          Software by Client, no later than two anniversary months prior to the
          end of the Domain Term, upon Vignette's prior written request, Client
          shall conduct an audit to determine the quantities and the addresses
          of the then current locations at which copies of the Included Software
          are installed pursuant to each type of license listed on Appendix 1
          and shall give Vignette written notice of the quantities of licenses
          in use for installed Included Software on or before 90 days prior to
          the end of the Domain Term. Client shall notify Vignette of the final
          quantities of licenses in use for installed Included Software at the
          end of the Domain Term within 30 days following the end of the Domain
          Term. Such reports shall include, at a minimum, the following
          information regarding each installed copy of the Included Software:

          i)   [****]

[****] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       3
<PAGE>

          ii)  [****]
          iii) [****]
          iv)  [****]
          v)   [****]
          vi)  [****]
          vii) [****]

     d)   Client agrees, that in the event there is a good faith dispute
          regarding the audit results, that Client will cooperate fully in a
          secondary audit to be conducted by Vignette to ascertain Client's
          installed configuration at the end of the Domain Term for purposes of
          documenting the Included Software installed at the end of the Domain
          Term.

     e)   Client agrees to serve as a "reference site". Vignette may refer up to
          two (2) potential new customers per calendar quarter to Client as a
          reference for the Software and Vignette, and Client agrees to respond
          reasonably to all such reference contacts. Client shall respond
          reasonably to questions from such prospective customers about Client's
          use of the Included Software (without breaching any duty of
          confidentiality hereunder and without any obligation to disclose any
          confidential information of Client).

     f)   Client agrees to cooperate with Vignette to publish a joint press
          release with Vignette announcing Client's purchase of a license for
          the Included Software to be released after the execution of this
          Agreement.

     g)

     h)   The pricing and other consideration reflected in this Schedule are
          contingent upon Client's execution of this Schedule by 6:00 pm Central
          Time on October 31, 2000

All other terms and conditions of the Agreement which are not expressly modified
herein shall remain in full force and effect.


[****] - CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       4
<PAGE>

IN WITNESS WHEREOF, duly authorized representatives of the parties have executed
this Schedule as of the last date written below.

Vignette Corporation                  (Cheap Tickets, Inc.)



By:                                         By:  /s/ Paul B. Halstead
    _______________________________              ------------------------------
    (Signature)                                  (Signature)

By:                                         By:  Paul B. Halstead
    _______________________________              ------------------------------
    (Name typed or printed)                      (Name typed or printed)

By:                                         By:  CTO
    _______________________________              ------------------------------
    (Title)                                      (Title)

By:                                         By:  10/30/00
    _______________________________              ------------------------------
    (Date)                                       (Date)

                                       5
<PAGE>

                                  APPENDIX A


A. V/5 Products

[****]





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WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
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                                       6
<PAGE>

                                   EXHIBIT B
                                   ---------

             Maintenance and Support Services offered by Vignette


A.   Maintenance
     -----------

     1.   Updates
          -------

     [****]

     2.   Electronic Support Included
          ---------------------------

     [****]

     3.   Extent of Maintenance
          ---------------------

     [****]

B.   Support Offerings
     -----------------

     1.   Electronic Support (Included with the purchase of Basic, Extended or
          Enterprise Support)


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                                       1
<PAGE>

          a.   Problem Submission

          .    [****]
          .    [****]
          .    [****]
          .    [****]
          .    [****]

          b.   Knowledge Base

          .    [****]
          .    [****]
          .    [****]

          c.   Online, Searchable Program Documentation (as available)

          d.   Client Private Newsgroups

          e.   Informational Broadcasts

          .    [****]
          .    [****]
          .    [****]
          .    [****]

          2.   Basic Support

          [****]


<TABLE>
<CAPTION>
         Problem Severity:                 Initial Response to Representative by      Subsequent Responses:
         ----------------                  --------------------------------------     --------------------
                                           Vignette Within:
                                           ---------------
         <S>                               <C>                                        <C>
         [****]                            [****]                                    [****]
</TABLE>


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                                       2
<PAGE>

        Critical Errors: [****]


        Major Errors: [****]


        Minor Errors: [****]


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WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
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                                       3
<PAGE>

     3.   Extended Support

          [****]

     4.   Enterprise Support

          [****]

     5.   Upgrade Assistance

     .    [****]
     .    [****]
     .    [****]

     6.   Onsite Support (Additional Charges apply)

     [****]

C.   Services Not Included In Support Service:

     [****]

D.   Exclusions to Maintenance and Support services:

[****]

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WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
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                                       4
<PAGE>

           AMENDMENT TO APPENDIX A OF THE CORPORATE MASTER AGREEMENT
                                    BETWEEN
                            CHEAP TICKETS, INC. AND
                             VIGNETTE CORPORATION

         This Amendment, effective January 10, 2001 clarifies the intent of
Appendix A titled as: Enterprise License Schedule (the "Appendix") of the
Corporate Master Agreement between Cheap Tickets, Inc. ("Client") and Vignette
Corporation ("Vignette"), executed on October 31, 2000 (the "Agreement").

The parties hereby agree to amend Section 3 of the Appendix by adding the
following subsection in its entirety:

         "3(c) Client and Vignette agree that for the purposes of this
         Agreement, the Enterprise Level Support for the Domain Term will
         commence on January 1, 2001, and terminate on October 26, 2003."

         Except as specifically set forth above, all other terms and conditions
of the Agreement entered into between the parties shall remain unchanged and in
full force and effect.

         IN WITNESS WHEREOF, Client and Vignette have duly executed this
Amendment by and on their behalf by their duly authorized representatives as of
the date provided above.

Agreed to by:

VIGNETTE CORPORATION                            CHEAP TICKETS, INC.



By: /s/ Robert R. Robinson                      By: /s/ Paul Halstead
    ---------------------------------------         ----------------------------

Name: Robert R. Robinson                        Name: Paul Halstead
      -------------------------------------           --------------------------

Title: Legal Counsel                            Title: CTO
       ------------------------------------            -------------------------

</TEXT>
</DOCUMENT>
