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Formation and Funding Agreement - priceline.com Inc. and Alliance Partners LP

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                      FORMATION AND FUNDING AGREEMENT

                               by and between

                         PRICELINE.COM INCORPORATED

                                    and

                           ALLIANCE PARTNERS, LP



                         Dated as of March 17, 2000




                      FORMATION AND FUNDING AGREEMENT

      FORMATION AND FUNDING AGREEMENT (this "Agreement") dated as of March
 17, 2000, by and between PRICELINE.COM INCORPORATED, a Delaware corporation
 ("Priceline"), and ALLIANCE PARTNERS, LP, a Delaware limited partnership
 ("Alliance").  Priceline and Alliance are hereunder also referred to
 collectively as the "Parties" and individually as a "Party."


                                  RECITALS

      WHEREAS, Priceline is a public e-commerce company that facilitates the
 sale of products and services over the Internet by means of the Priceline
 Business Model; and

      WHEREAS, Priceline has developed an Internet web site, currently
 located at http://www.Priceline.com (the "Priceline Site"), which
 facilitates the marketing of various products and services using the
 Priceline Business Model; and

      WHEREAS, Alliance is a privately held financial services holding
 company which owns and operates a number of businesses in the mortgage
 lending and consumer loan origination industries; and

      WHEREAS, Alliance has formed an operating subsidiary for the primary
 purpose of acting as a broker and/or lender of residential mortgage loans
 through an Internet marketing channel (the "Plan") and, in connection
 therewith, desires to use the Priceline Business Model and certain
 intellectual property of Priceline; and

      WHEREAS, Priceline desires to license to an Affiliate of Alliance the
 Priceline Business Model and certain intellectual property of Priceline in
 furtherance of the Plan, and to invest certain funds in the operating
 subsidiary formed by Alliance for the primary purpose of effectuating the
 Plan.

      NOW, THEREFORE, in consideration of the foregoing and the covenants,
 representations and warranties contained herein, and for other good and
 valuable consideration, the receipt and sufficiency of which are hereby
 acknowledged, the Parties hereby agree as follows:


 1.   DEFINITIONS

      1.1  "Advertising Agreement" means the Advertising and Services
 Agreement between Priceline and PricelineMortgage dated as of the date
 hereof, as amended from time to time.

      1.2  "Advertising Fees" means any and all fees payable under the
 Advertising Agreement.

      1.3  "Affiliate" means, with respect to any Person, (i) any Person
 directly or indirectly controlling, controlled by or under common control
 with such Person and (ii) any officer or director of such Person.  For
 purposes of this definition, the terms "controls," "is controlled by," or
 "is under common control with" shall mean possession, direct or indirect,
 of the power to direct or cause the direction of the management and
 policies of a Person or entity, whether through the ownership of voting
 securities, by contract or otherwise.

      1.4  "Alliance" means Alliance Partners, LP, a Delaware limited
 partnership, as set forth in the Preamble to this Agreement.

      1.5  "Alliance Call" shall have the meaning set forth in Section
 9.3(a) hereof.

      1.6  "Alliance Call Notice" has the meaning set forth in Section
 9.3(b) hereof.

      1.7  "Alliance Mortgage" means Alliance Mortgage Company, a Florida
 corporation and an indirect wholly owned subsidiary of Alliance.

      1.8  "Alliance Put" has the meaning set forth in Section 9.2(a)
 hereof.

      1.9  "Alliance Put Notice" has the meaning set forth in Section 9.2(b)
 hereof.

      1.10 "AllPrice" means AllPrice Holdings, Inc., a Delaware corporation
 and a wholly owned subsidiary of AMC Acquisitions.

      1.11 "AllPrice Certificate" means the Certificate of Incorporation of
 AllPrice, as amended from time to time.

      1.12 "AllPrice Common Stock" means the common stock, par value $.01
 per share, of AllPrice.

      1.13 "AllPrice Directors" has the meaning set forth in Section 5.4
 hereof.

      1.14 "AMC Acquisitions" means AMC Acquisitions, Inc., a Florida
 corporation and a wholly owned subsidiary of Alliance.

      1.15 "Annual Plan" means a business operations plan detailing
 PricelineMortgage's goals and procedures for personnel, technical,
 financial, administrative, marketing, and other significant activities for
 PricelineMortgage's next succeeding fiscal year, as approved each year and
 revised from time to time by the Board.

      1.16 "Applicable Law" means, as to any Person, any statute, law, rule,
 regulation, directive, treaty, judgment, order, decree or injunction of any
 Governmental Authority that is applicable to or binding upon such Person or
 any of its properties.

      1.17 "Board" means the Board of Directors of PricelineMortgage as
 described in the LLC Agreement.

      1.18 "Business" means the business of PricelineMortgage, as described
 in the LLC Agreement, as amended from time to time.

      1.19 "Business Day" means each day of the calendar year other than a
 Saturday, a Sunday or a day on which banks are authorized or required to
 close in the States of Connecticut or Florida.

      1.20 "Call Price" has the meaning set forth in Section 9.1(a) hereof.

      1.21 "Capital Stock" means (i) in the case of a corporation, capital
 stock, (ii) in the case of an association or business entity, any and all
 shares, interests, participations, rights or other equivalents (however
 designated) of capital stock, (iii) in the case of a partnership,
 partnership interests (whether general or limited), (iv) in the case of a
 limited liability company, shares, interests, units or any other equity
 interests in such limited liability company and (v) any other interest or
 participation that confers on a Person the right to receive a share of the
 profits and losses of, or distributions of assets of, the issuing Person.

      1.22 "Cash Payment" has the meaning set forth in Section 9.4(b)(i)
 hereof.

      1.23 "Change in Control Transaction" means, as to any Person, (i) any
 Initial Public Offering of any class of capital stock of such Person
 following which the holders of such Person's capital stock immediately
 prior to such Initial Public Offering shall cease to own, beneficially and
 of record, shares representing at least fifty percent (50%) of the
 aggregate ordinary voting power represented by the issued and outstanding
 voting securities of such Person; (ii) any sale, lease, exchange or other
 transfer (in one transaction or a series of related transactions) of all or
 substantially all of the assets of such Person; (iii) any sale, pledge,
 exchange or other transfer (in one transaction or a series of related
 transactions) of shares of capital stock of such Person such that any
 Person or group of Persons (other than the holders of such capital stock
 immediately prior to such transaction or series of transactions) shall
 become the owner, directly or indirectly, beneficially or of record, of
 shares representing more than fifty percent (50%) of the aggregate ordinary
 voting power represented by the issued and outstanding voting securities of
 such Person; (iv) any merger, consolidation, recapitalization or similar
 transaction in which the outstanding voting capital stock of such Person is
 converted into or exchanged for cash, securities or other property, such
 that immediately after such transaction any Person or group of Persons
 (other than the holders of such capital stock immediately prior to such
 transaction or series of transactions) shall become the owner, directly or
 indirectly, beneficially or of record, of shares representing more than
 fifty percent (50%) of the aggregate ordinary voting power represented by
 the issued and outstanding voting securities of such Person; (v) the
 replacement of a majority of the Board of Directors of such Person over a
 two-year period from the directors who constituted the Board of Directors
 of such Person at the beginning of such period, where such replacement
 shall not have been approved by a vote of at least a majority of the Board
 of Directors of such Person who either were members of such Board of
 Directors at the beginning of such period or whose election as members of
 such Board of Directors was previously so approved; or (vi) the liquidation
 or dissolution of such Person.

      1.24 "Closing" has the meaning set forth in Section 4.1 hereof.

      1.25 "Confidential Information" has the meaning set forth in Section
 6.8(a) hereof.

      1.26 "Consents" has the meaning set forth in Section 7.1(c) hereof.

      1.27 "Conversion" means the conversion, at any time and at the option
 of Priceline, of the principal amount and interest due and owing under the
 Note into One Thousand (1,000) duly authorized, validly issued, fully paid
 and nonassessable shares of AllPrice Common Stock.

      1.28 "Conversion Date" means the date of exercise by Priceline, or any
 successor thereto or assignee thereof, of its right of Conversion pursuant
 to the terms and provisions of the Note.

      1.29 "Development Assets" means, collectively, all software and
 customer interfaces developed by Alliance and/or Priceline for use by
 PricelineMortgage.

      1.30 "Development Costs" means the costs paid or incurred and
 capitalized by Alliance and Priceline or any of their respective Affiliates
 in connection with the acquisition and/or development of the Development
 Assets.

      1.31 "Director" means a member of the Board with the powers and duties
 as specified in the LLC Agreement.

      1.32 "Disclosing Party" has the meaning set forth in Section 6.8(a)
 hereof.

      1.33 "Equity Interests" means Capital Stock and all warrants, options
 or other rights to acquire Capital Stock (but excluding any debt security
 that is convertible into, or exchangeable for, Capital Stock).

      1.34 "FAB" means First Alliance Bank, a federal savings association
 chartered by the OTS.

      1.35 "FAB Directors" has the meaning set forth in Section 5.4 hereof.

      1.36 "Fair Market Value" means the average of the daily closing prices
 per share of Priceline Common Stock, as reported on the NASDAQ Stock Market
 (or, if the Priceline Common Stock shall not trade on the NASDAQ Stock
 Market on such date, as reported on such other national securities exchange
 or automated quotation system on which the Priceline Common Stock shall
 trade), for the thirty (30) trading days immediately preceding the date as
 of which Fair Market Value is to be calculated.

      1.37 "Governmental Authority" means any domestic or foreign
 government, governmental authority, court, tribunal, agency or other
 regulatory, administrative or judicial agency, commission or organization,
 and any subdivision, branch or department of any of the foregoing.

      1.38 "Independent Auditor" means the independent certified public
 accounting firm engaged by PricelineMortgage to act as its independent
 auditor.

      1.39 "Initial Public Offering" means, as to any Person, an initial
 public offering of any class of such Person's capital stock or other equity
 interests pursuant to an effective Registration Statement filed under the
 Securities Act.

      1.40 "Investment Date" means the date on which AllPrice makes its
 initial investment in PricelineMortgage, as contemplated by Section 2.3(b)
 hereof.

      1.41 "LendingTree" means LendingTree, Inc., a Delaware corporation.

      1.42 "Licensing Agreement" means the Licensing Agreement by and among
 Priceline, PricelineMortgage and AllPrice dated as of the date hereof, as
 amended from time to time.

      1.43 "LLC Agreement" means the limited liability company agreement of
 PricelineMortgage dated as of the date hereof, as amended from time to
 time.

      1.44 "Loan Path" means any screen flow or customer interface that is
 powered by PricelineMortgage.

      1.45 "Note" means the 5.11% Convertible Secured Note dated as of the
 date hereof in the aggregate principal amount of Three Million Six Hundred
 Twenty Thousand Dollars ($3,620,000) evidencing the obligation of AllPrice
 to repay the Priceline Funds to Priceline upon the terms and subject to the
 conditions set forth therein.

      1.46 "Option" means the option granted by AMC Acquisitions to
 Priceline under the Option Agreement pursuant to which Priceline shall have
 the right, at any time from and after the Conversion Date, to purchase all
 of the Equity Interests of AllPrice then held by AMC Acquisitions at an
 exercise price of One Dollar ($1.00) such that, following the exercise of
 the Conversion and the Option, Priceline shall own one hundred percent
 (100%) of the issued and outstanding Equity Interests of AllPrice.

      1.47 "Option Agreement" means the Option Agreement, dated as of the
 date hereof, between Priceline and AMC Acquisitions, pursuant to which AMC
 Acquisitions has granted the Option to Priceline.

      1.48 "OTS" means the Office of Thrift Supervision.

      1.49 "Party" and "Parties" have the meanings set forth in the Preamble
 to this Agreement.

      1.50 "Permitted Transfer" has the meaning set forth in Section 8.1
 hereof.

      1.51 "Person" means an individual, Governmental Authority,
 partnership, limited liability company, firm, corporation, or other
 business association.

      1.52 "Pilot Program" means the pilot program established by Alliance
 and Priceline on October 10, 1999 for the purpose of implementing the Plan
 on a preliminary basis in a limited number of jurisdictions.

      1.53 "Pilot Program Assets" means all assets acquired or developed by
 Alliance Mortgage and/or Priceline for use in connection with the
 formation, development or operation of the Pilot Program.

      1.54 "Pilot Program Costs" means, collectively, all costs and expenses
 paid or incurred by Alliance and Priceline or any of their respective
 Affiliates in forming, developing and operating the Pilot Program, but
 excluding the net book value of the Pilot Program Assets.

      1.55 "Plan" has the meaning set forth in the Recitals to this
 Agreement.

      1.56 "Pledge Agreement" means the Pledge Agreement dated as of the
 date hereof between Priceline, as secured party, and AllPrice, as grantor,
 as amended from time to time.

      1.57 "Pre-Advertising Income" means, with respect to any period, the
 net income of PricelineMortgage before deduction for taxes, plus the amount
 of any Advertising Fees attributable to such period.

      1.58 "Priceline" means priceline.com Incorporated, a Delaware
 corporation, as set forth in the Preamble to this Agreement.

      1.59 "Priceline Business Model" means the product distribution model
 utilized by Priceline on the Priceline Site pursuant to which a consumer
 identifies a specific price and terms under which he or she will purchase a
 product or service, and Priceline attempts to find a seller willing to sell
 the product or service to the consumer on the terms identified by the
 consumer.

      1.60 "Priceline Call" has the meaning set forth in Section 9.1(a)
 hereof.

      1.61 "Priceline Call Notice" has the meaning set forth in Section
 9.1(b) hereof.

      1.62 "Priceline Common Stock" means the common stock, par value $.008
 per share, of Priceline.

      1.63 "Priceline Funds" has the meaning set forth in Section 3.3(b)
 hereof.

      1.64 "Priceline Site" has the meaning set forth in the Recitals to
 this Agreement.

      1.65 "PricelineMortgage" means National Mortgage Center LLC (d.b.a.
 "pricelinemortgage"), a limited liability company organized under the laws
 of the State of Delaware for the purpose of carrying on the Business.

      1.66 "PricelineMortgage Interest" means, as to any Person, the
 percentage interest represented by the Shares held by such Person,
 determined by dividing the number of Shares then held by such Person by all
 then outstanding Shares.

      1.67 "Put Price" has the meaning set forth in Section 9.2(b) hereof.

      1.68 "Receiving Party" has the meaning set forth in Section 6.8(a)
 hereof.

      1.69 "Registration Rights Agreement" has the meaning set forth in
 Section 9.4(a) hereof.

      1.70 "RESPA" means the Real Estate Settlement Procedures Act, 12
 U.S.C. section 2601 et seq., and the Department of Housing and Urban
 Development's implementing regulation, Regulation X, 24 C.F.R. section 3500
 et seq.

      1.71 "Securities Act" means the Securities Act of 1933, as amended
 from time to time.

      1.72 "Shares" means equity interests in PricelineMortgage as
 authorized by the LLC Agreement.

      1.73 "Start-up Expenses" means, collectively, any attorneys' fees paid
 or incurred by Alliance or Priceline for or on behalf of PricelineMortgage
 in connection with the formation of PricelineMortgage as a limited
 liability company or any related licensing, RESPA or other compliance
 issues; provided, however, that Start-up Expenses shall not include any
 amounts expended by any Party in connection with the preparation,
 negotiation or execution of this Agreement and the other Transaction
 Documents.

      1.74 "Tax Payment" has the meaning set forth in Section 9.4(b)(ii)
 hereof.

      1.75 "Term" has the meaning set forth in Section 10.1 hereof.

      1.76 "Transaction Documents" means this Agreement, the LLC Agreement,
 the Note, the Licensing Agreement, the Advertising Agreement, the Pledge
 Agreement and the Option Agreement.

      1.77 "Transfer" means, as a noun, any voluntary or involuntary
 transfer, sale, assignment, pledge, encumbrance or other disposition; and,
 as a verb, voluntarily or involuntarily to sell, assign, transfer, grant,
 give away, hypothecate, pledge, encumber or otherwise dispose of, and shall
 include any transfer by will, gift or intestate succession.

      1.78 "Year 4" means the calendar year ended December 31, 2003.

      1.79 "Year 5" means the calendar year ended December 31, 2004.

      1.80 "Year 5 Income" has the meaning set forth in Section 9.1(a)
 hereof.


 2.   PRICELINEMORTGAGE

      2.1  Establishment of PricelineMortgage.  Prior to the date hereof,
 Alliance has filed, or caused to be filed, with the Secretary of State of
 the State of Delaware a Certificate of Formation pursuant to which
 PricelineMortgage was formed as a limited liability company organized under
 the laws of the State of Delaware.  At the Closing, Alliance shall cause
 FAB to execute the LLC Agreement and, except as expressly set forth herein,
 the operations of PricelineMortgage shall thereafter be governed by the LLC
 Agreement.

      2.2  Purpose of PricelineMortgage.  PricelineMortgage has been formed
 for the primary purpose of effectuating the Plan.  Pursuant to the Plan,
 PricelineMortgage shall offer its loan products and the loan products of
 FAB, its Affiliates and of other lenders under a variety of delivery
 channels.  PricelineMortgage shall pursue mortgage loan investor,
 correspondent and wholesale relationships with non-affiliated companies as
 well as participation by other lending concepts (such as LendingTree) in
 order to provide optimal product and pricing alternatives for
 PricelineMortgage's customers.

      2.3  Capitalization of PricelineMortgage.  PricelineMortgage shall
 have the authority to issue an aggregate of One Hundred (100) Shares with
 the rights set forth in the LLC Agreement.  PricelineMortgage's initial
 equity shall be funded as follows:

           (a)  FAB Initial Subscription.  In one or more payments at or
 prior to the date hereof, FAB has contributed Three Million Dollars
 ($3,000,000) to PricelineMortgage in exchange for Fifty-One (51) Shares,
 which Shares shall initially represent a one-hundred-percent (100%)
 PricelineMortgage Interest; provided, however, that from and after the
 Investment Date, such Shares shall represent a fifty-one-percent (51%)
 PricelineMortgage Interest.

           (b)  AllPrice Purchase.  On a date within fifteen (15) days after
 the date hereof mutually agreed to by the Parties (the "Investment Date"),
 Alliance shall cause AllPrice to contribute to PricelineMortgage an amount
 in cash equal to (i) the Priceline Funds minus (ii) (A) the aggregate
 amount of all Pilot Program Costs reimbursed by AllPrice to Priceline and
 Alliance pursuant to Section 6.7(b) hereof and (B) the amount of interest
 payable to Priceline by AllPrice under the Note during the year 2000 in
 exchange for Forty-Nine (49) Shares, which Shares shall represent a
 forty-nine-percent (49%) PricelineMortgage Interest.  On or prior to the
 Investment Date, Alliance shall cause AllPrice to execute the LLC
 Agreement, thereby agreeing to be bound by the terms thereof.

      2.4  Purchase of Pilot Program Assets.  Within five (5) Business Days
 of the later to occur of (a) termination of the Pilot Program and (b) the
 Investment Date, Alliance shall cause PricelineMortgage to purchase the
 Pilot Program Assets from each of Alliance Mortgage and Priceline at a
 purchase price equal to the net book value of such assets.

      2.5  Financial Assistance.  Pursuant to the terms of the LLC
 Agreement, the Board may, by written notice to FAB and AllPrice, request
 that FAB and AllPrice provide additional financial assistance to
 PricelineMortgage in order to meet the regulatory capital requirements of
 the OTS directly applicable to PricelineMortgage, including financial
 assistance in the form of credit support or loans.  Subject to the terms of
 the LLC Agreement, any such financial assistance provided shall be provided
 on a pro rata basis by FAB and AllPrice.

      2.6  FAB Interest.  The Parties acknowledge that it is their intent
 that FAB's PricelineMortgage Interest shall, at all times during the Term,
 be not less than fifty-one percent (51%).


 3.   ALLPRICE

      3.1  Establishment of AllPrice.  Prior to the date hereof, Alliance
 has caused AMC Acquisitions to file a Certificate of Incorporation with the
 Secretary of State of the State of Delaware pursuant to which AllPrice was
 formed as a corporation organized under the laws of the State of Delaware.

      3.2  Purpose of AllPrice.  AllPrice shall be formed for the purpose of
 (i) acquiring and holding Shares representing a forty-nine-percent (49%)
 PricelineMortgage Interest, (ii) borrowing the Priceline Funds from
 Priceline pursuant to the Note and (iii) entering into the Licensing
 Agreement with Priceline and PricelineMortgage.

      3.3  Capitalization of AllPrice.  AllPrice shall have authorized
 capital stock consisting of one class of shares designated as Common Stock
 with the rights set forth in the AllPrice Certificate.  The AllPrice
 Certificate shall initially provide for One Million (1,000,000) authorized
 shares of AllPrice Common Stock.  AllPrice's initial equity shall be funded
 as follows:

           (a)  AMC Acquisitions Initial Subscription.  Prior to the
 Closing, AMC Acquisitions shall have purchased One Hundred (100) shares of
 AllPrice Common Stock, representing a one-hundred-percent (100%) interest
 in AllPrice, for an aggregate purchase price of $1.00.

           (b)  Priceline Investment.  At the Closing, (i) Priceline shall
 provide financing to AllPrice in the aggregate principal amount of Three
 Million Six Hundred Twenty Thousand Dollars ($3,620,000) (the "Priceline
 Funds") by wire transfer of immediately available funds to an account
 designated by AllPrice and (ii) AllPrice shall execute and deliver the Note
 in favor of Priceline.


 4.   THE CLOSING

      4.1  Closing.  A closing (the "Closing") shall be held at 10:00 a.m.,
 local time, on the date hereof at the offices of Skadden, Arps, Slate,
 Meagher & Flom LLP, located at One Rodney Square, Wilmington, Delaware
 19801, for the purpose of consummating the transactions contemplated by
 this Agreement.

      4.2  Closing Deliveries.

           (a)  Deliveries by Alliance.  At or before the Closing, Alliance
 shall, or shall cause its Affiliates, as designated below, to, take the
 following actions:

                (i)  Alliance shall execute and deliver this Agreement;

                (ii) FAB shall transfer Three Million Dollars
      ($3,000,000) to PricelineMortgage as a capital contribution;

                (iii)     PricelineMortgage shall issue to FAB a
      certificate representing 51 Shares;

                (iv) AMC Acquisitions shall transfer One Dollar ($1.00)
      to AllPrice as a capital contribution;

                (v)  AllPrice shall issue to AMC Acquisitions a
      certificate representing One Hundred (100) shares of AllPrice
      Common Stock;

                (vi) AllPrice shall execute and deliver the Note;

                (vii) PricelineMortgage shall execute and deliver
      the Advertising Agreement;

                (viii) AllPrice and PricelineMortgage shall each
      execute and deliver the Licensing Agreement;

                (ix) FAB shall execute and deliver the LLC Agreement;

                (x)  AMC Acquisitions shall execute and deliver the
      Option Agreement;

                (xi) AllPrice shall execute and deliver the Pledge
      Agreement;

                (xii) FAB shall provide Priceline with
      documentation, in form and substance reasonably satisfactory to
      Priceline, evidencing the approval by the OTS of the formation of
      PricelineMortgage as an operating subsidiary of FAB; and

                (xiii) FAB shall provide Priceline with
      documentation, in form and substance reasonably satisfactory to
      Priceline, evidencing the approval of any other Governmental
      Authority required to be obtained by Alliance, FAB,
      PricelineMortgage or any Affiliate of any of the foregoing in
      connection with the formation and/or operation of
      PricelineMortgage.

           (b)  Deliveries by Priceline.  At the Closing, Priceline shall
 take the following actions:

                (i)  Priceline shall execute and deliver this
      Agreement;

                (ii) Priceline shall transfer the Priceline Funds to
      AllPrice by wire transfer of immediately available funds to an
      account designated by AllPrice;

                (iii) Priceline shall execute and deliver the
      Advertising Agreement;

                (iv) Priceline shall execute and deliver the Licensing
      Agreement;

                (v)  Priceline shall execute and deliver the Pledge
      Agreement; and

                (vi) Priceline shall execute and deliver the Option
      Agreement.


 5.   OPERATION AND MANAGEMENT OF PRICELINEMORTGAGE

      5.1  Operation of PricelineMortgage.  Alliance and, from and after the
 Conversion Date, Priceline hereby agree to take, and to cause each of their
 respective Affiliates to take, all actions necessary to ensure that
 PricelineMortgage shall be operated in accordance with the terms of this
 Agreement and the other Transaction Documents, including, without
 limitation, to vote all Shares held directly or indirectly by any such
 entity (and to cause all Shares held by its permitted transferees under
 Section 8.1 hereof to be voted) to effect the terms hereof and thereof.

      5.2  Actions of Members.  In order to effectuate the provisions of
 this Article 5, each of the Parties (a) hereby agrees that when any action
 or vote is required to be taken by the members of PricelineMortgage
 pursuant to this Agreement or the LLC Agreement, such Party shall, or shall
 cause its Affiliate to, use its best efforts to call, or cause the
 appropriate officers and directors of PricelineMortgage to call, a meeting
 of the members of PricelineMortgage, or to execute or cause to be executed
 a written consent to effectuate such action, (b) shall use its best efforts
 to cause the Board to adopt, either at a meeting of the Board or by
 unanimous written consent of the Board, all the resolutions necessary to
 effectuate the provisions of this Agreement, and (c) shall use its best
 efforts to cause the Board to cause the Secretary of PricelineMortgage, or
 if there be no Secretary, such other officer of PricelineMortgage as the
 Board may appoint to fulfill the duties of Secretary, not to record any
 vote or consent contrary to the terms of this Article 5.

      5.3  Multi-Lender Model and Allocation Rules.  PricelineMortgage shall
 select the delivery channel and lender for each loan using its reasonable
 judgment based on a best execution analysis.   PricelineMortgage shall use
 the execution method(s) that it determines will provide the highest likely
 closing ratio within the target revenue and profitability ranges for
 PricelineMortgage agreed to by the Parties from time to time, subject to
 Applicable Law.  Terms and conditions of transactions between
 PricelineMortgage and Alliance or any of its Affiliates will be on an
 arm's-length basis for purposes of this analysis, and PricelineMortgage
 will not be required to deliver any minimum percentage of loans to Alliance
 or any of its Affiliates.

      5.4  Board of Directors.  PricelineMortgage shall be managed by the
 Board in accordance with the terms of the LLC Agreement and Applicable Law.
 Pursuant to the terms of the LLC Agreement, from the date hereof until the
 Investment Date, the Board shall consist of four (4) Directors and FAB
 shall be entitled to elect all four (4) Directors to the Board.  On the
 Investment Date, the size of the Board shall be increased to five (5)
 Directors.  From the Investment Date until the Conversion Date, FAB shall
 be entitled to elect four (4) Directors to the Board and AllPrice shall be
 entitled to elect one (1) Director to the Board.  From and after the
 Conversion Date, FAB shall be entitled to elect three (3) Directors to the
 Board and AllPrice shall be entitled to elect two (2) Directors to the
 Board.  All Directors, whether elected by FAB ("FAB Directors") or elected
 by AllPrice ("AllPrice Directors"), shall serve until their respective
 successors have been duly elected and qualified, or until their earlier
 removal, resignation, death or disability; provided, however, that as soon
 as practicable following the Conversion Date, Alliance shall cause FAB to
 remove one (1) FAB Director from the Board such that the AllPrice Director
 to be elected to the Board as provided above shall be elected to fill the
 vacancy created by such removal.  FAB may remove any FAB Director from the
 Board at any time, with or without cause, and AllPrice may remove any
 AllPrice Director from the Board at any time, with or without cause.  Any
 Director may resign at any time upon written notice to the Board.  Alliance
 shall cause AllPrice to comply with the terms and provisions of the Note
 regarding the appointment of Priceline's designees to the Board.

      5.5  Annual Plan.  PricelineMortgage shall prepare, and the Board
 shall approve, an Annual Plan with respect to each fiscal year of
 PricelineMortgage no later than sixty (60) days prior to the commencement
 of the relevant fiscal year; provided, however, that the initial Annual
 Plan shall be approved on or prior to the date hereof and shall cover the
 period from the date hereof until the end of the first full fiscal year of
 PricelineMortgage.

      5.6  Financial Statements and Accounting Records.  Alliance shall
 cause to be prepared financial statements for PricelineMortgage, including,
 without limitation, a balance sheet, income statement, statement of cash
 flows and statement of members' capital accounts, which shall be submitted
 by PricelineMortgage to each of the Parties (a) within forty-five (45) days
 after the end of each three (3) month period of each fiscal year for such
 three (3) month period and for the year to date period and (b) within
 ninety (90) days after the end of each fiscal year for such year.  Each of
 the annual financial statements shall be audited and certified by the
 Independent Auditor retained by PricelineMortgage, selected by Alliance and
 approved by Priceline.  All financial statements shall be prepared in
 accordance with United States generally accepted accounting principles
 (although quarterly statements need not include footnotes and may be
 subject to year-end adjustments).  At Priceline's request, Alliance shall
 cause PricelineMortgage to provide Priceline with such additional financial
 information as Priceline may reasonably request, including any such
 information Priceline deems necessary or desirable for purposes of
 complying with Priceline's periodic reporting obligations under the federal
 securities law.

      5.7  Right of Inspection.  During the regular office hours of
 PricelineMortgage, and upon reasonable notice to PricelineMortgage, so long
 as any Party maintains, directly or indirectly, at least a twenty percent
 (20%) PricelineMortgage Interest or, in the case of Priceline, the Note
 remains outstanding, such Party shall have (a) full access to all
 properties, books of account and records of PricelineMortgage, and (b) the
 right to make copies from such books and records at its own expense.  Any
 information obtained by the Parties through exercise of rights granted
 under this Section 5.7 shall, to the extent constituting Confidential
 Information hereunder, be subject to the confidentiality provisions set
 forth in Section 6.8 hereof.


 6.   ADDITIONAL COVENANTS

      6.1  Services to be Provided by Priceline.

           (a)  In accordance with the terms of the Licensing Agreement,
 Priceline shall provide PricelineMortgage with a license to use the
 Priceline Business Model and the names "priceline" and "pricelinemortgage"
 in connection with services to be provided by PricelineMortgage.

           (b)  In accordance with the terms of the Advertising Agreement,
 Priceline shall provide certain advertising and technical support services
 to PricelineMortgage in connection with its brokerage and offering of
 residential mortgage products through the Priceline Site.


                                 **********


      6.3  Systems Development.

           (a)  Priceline, with the advice and guidance of Alliance, shall
 develop the required screen flows and customer interfaces needed to capture
 consumer data, obtain an automated underwriting decision and deliver this
 decision to the consumer.  Priceline will structure the screen flow and
 marketing efforts with the intent of generating closed loan volume in
 accordance with the projected closed loan volumes agreed to by the Parties
 from time to time; provided, however, that by performing its obligations
 pursuant to this Section 6.3(a), Priceline does not make any guaranty that
 the projected closed loan volumes agreed to by the Parties from time to
 time will be achieved.

           (b)  Alliance and Priceline shall jointly develop and own
 software for use by PricelineMortgage.  Without the express written consent
 of the other party hereto, which consent shall not be unreasonably
 withheld, neither Alliance nor Priceline shall use any of the applications
 developed for PricelineMortgage for any purpose other than in furtherance
 of the Plan or in connection with the Business; provided, however, that
 each of Alliance and Priceline shall be entitled to use any pricing engine
 developed for use by PricelineMortgage or in connection with the Business
 generally in furtherance of other business lines in which either such Party
 is engaged.  In the event that:  (i) prior to the Conversion, Priceline
 terminates its affiliation with AllPrice and/or assigns its rights under
 one or more of the Transaction Documents to an unaffiliated third party,
 (ii) prior to the Conversion, Alliance sells its interest in AMC
 Acquisitions to an unaffiliated third party, (iii) prior to the Conversion,
 AMC Acquisitions sells its interest in AllPrice to an unaffiliated third
 party, (iv) following the Conversion, Priceline sells its interest in
 AllPrice to an unaffiliated third party, (v) FAB or AllPrice sells its
 interest in PricelineMortgage to an unaffiliated third party, (vi) Alliance
 sells its interest in FAB and/or assigns its rights under one or more of
 the Transaction Documents to an unaffiliated third party,
 (vii) PricelineMortgage ceases to conduct its business, or (viii) the
 Licensing Agreement and the Advertising Agreement are terminated or expire
 and are not renewed, Priceline and Alliance will share equally all rights
 to any screen flow, product and pricing engine and any other technologies
 or intellectual property developed for and owned by PricelineMortgage;
 provided, however, that neither Priceline nor Alliance shall be entitled to
 use any such screen flow, product and pricing engine or other technologies
 or intellectual property to the extent that such use conflicts with any
 intellectual property and patent rights owned by the other Party prior to
 the formation of PricelineMortgage.  If any of the events described in
 clauses (i) through (viii) of this Section 6.3(b) shall occur, Priceline
 and Alliance shall each use their commercially reasonable efforts to enter
 into an agreement, as soon as practicable following the occurrence of such
 event, governing the terms of their respective ownership and rights in and
 to the screen flow, product and pricing engine and other technologies and
 intellectual property described in this Section 6.3(b).

      6.4  Ancillary Revenues.  The Parties acknowledge that consumers
 accessing the Loan Path may wish to procure services or enter into
 relationships which are outside the scope of the Business and, in
 connection therewith, PricelineMortgage may have the opportunity to refer
 consumers to other service providers, whether Internet-based or otherwise,
 and derive revenue therefrom.  The Parties further acknowledge that
 PricelineMortgage may enter into agreements or relationships with such
 other service providers pursuant to which PricelineMortgage shall generate
 revenue outside the scope of the Business (e.g., agreements linking
 PricelineMortgage to other related websites or directing consumers to other
 service providers).  The Parties hereby agree that, to the extent that
 PricelineMortgage shall generate additional or ancillary revenues on the
 Loan Path from business agreements constructed outside the scope of the
 Transaction Documents, PricelineMortgage shall be the beneficiary of all
 such revenue and associated income.

      6.5  Priceline Exclusivity.  During the Term, provided (i) each of the
 Parties continues to hold, directly or indirectly, at least a twenty
 percent (20%) PricelineMortgage Interest or (ii) in the case of Priceline,
 the Note remains outstanding, Priceline shall not distribute residential
 first mortgage brokerage services or residential first mortgage loan
 services through any distribution channel other than PricelineMortgage
 without the express written consent of Alliance; provided, however, that
 Priceline shall not be deemed to be in breach of this Section 6.5, and
 Alliance's consent shall not be required, as a result of any existing
 contractual arrangements between LendingTree and Priceline.  Priceline
 shall use its commercially reasonable efforts to assign its rights under
 any agreements between Priceline and LendingTree to PricelineMortgage or
 cooperate with PricelineMortgage and LendingTree to establish a new
 agreement with LendingTree on terms satisfactory to the Parties.

      6.6  Alliance Non-Competition.  During the Term, provided (i) prior to
 the Conversion Date, the Note remains outstanding; or (ii) from and after
 the Conversion Date, Priceline continues to hold, directly or indirectly,
 at least a twenty-percent (20%) PricelineMortgage Interest, Alliance shall
 not, directly or indirectly, operate or invest in any Internet mortgage
 service or any other e-commerce company that provides services
 substantially similar to those provided by PricelineMortgage without the
 express written consent of Priceline; provided, however, that nothing
 contained herein shall be construed to prohibit Alliance or any of its
 Affiliates from engaging in Internet mortgage origination in the ordinary
 course of their respective businesses, so long as any such Internet
 mortgage originations do not involve a consumer proposition substantially
 similar to the "Name Your Price" proposition provided by PricelineMortgage.

      6.7  Reimbursement of Expenses.  Except as set forth below,
 PricelineMortgage shall bear all operating expenses of PricelineMortgage.

           (a)  Development Costs.  Alliance shall cause PricelineMortgage
 to purchase all Development Assets, whether in existence on the date hereof
 or hereafter created, at a price equal to 100% of the aggregate Development
 Costs.

           (b)  Pilot Program Costs.  Alliance shall cause AllPrice to
 reimburse to each of Alliance and Priceline all Pilot Program Costs.

           (c)  Start-up Expenses.  Alliance shall cause PricelineMortgage
 to reimburse each of Alliance and Priceline for all Start-up Expenses;

           (d)  Schedule I attached hereto sets forth the aggregate amount
 of all (i) Development Costs, (ii) Pilot Program Costs and (iii) Start-up
 Expenses paid or incurred by each of the Parties prior to the date hereof
 and, with respect to Start-up Expenses, the election of such Party with
 respect to whether such Party's Start-up Expenses shall be treated as (i) a
 reimbursable expense, as provided in Section 6.7(c) hereof; or (ii) a
 contribution of capital to PricelineMortgage with a corresponding increase
 to FAB's capital account, in the case of Alliance, or AllPrice's capital
 account, in the case of Priceline, but no commensurate issuance of Shares.

      6.8  Confidentiality.

           (a)  The Parties recognize that, in connection with the
 performance of this Agreement, each Party or their respective Affiliates
 (in such capacity, the "Disclosing Party") may disclose Confidential
 Information to the other Party or such Party's Affiliates (the "Receiving
 Party").  For purposes of this Agreement "Confidential Information" means
 (i) proprietary information (whether owned by the Disclosing Party or a
 third party to whom the Disclosing Party owes a non-disclosure obligation)
 regarding the Disclosing Party's business or (ii) information which is
 marked as confidential at the time of disclosure to the Receiving Party, or
 if in oral form, is identified as confidential at the time of oral
 disclosure and reduced in writing or other tangible (including electronic)
 form including a prominent confidentiality notice and delivered to the
 Receiving Party within thirty (30) days of disclosure.  "Confidential
 Information" shall not include information which:  (A) was known to the
 Receiving Party prior to the disclosure by the Disclosing Party; (B)
 becomes publicly known through no wrongful act of the Receiving Party; (C)
 has rightfully been received by the Receiving Party from a third party; or
 (D) has been independently developed by the Receiving Party.  The Receiving
 Party agrees (x) not to use any such Confidential Information for any
 purpose other than in the performance of its obligations under this
 Agreement or any other Transaction Document and (y) not to disclose any
 such Confidential Information, except (1) to its employees who are
 reasonably required to have the Confidential Information in connection
 herewith or with any of the other Transaction Documents, (2) to its agents,
 representatives, lawyers and other advisers that have a need to know such
 Confidential Information and (3) pursuant to, and to the extent of, a
 request or order by a Governmental Authority.  The Receiving Party agrees
 to take all reasonable measures to protect the secrecy and confidentiality
 of, and avoid disclosure or unauthorized use of, the Disclosing Party's
 Confidential Information.

           (b)  Each Party acknowledges and agrees that (i) its obligations
 under this Section 6.8 are necessary and reasonable to protect the other
 Party and its business, (ii) any violation of these provisions could cause
 irreparable injury to the other Party for which money damages would be
 inadequate, and (iii) as a result, the other Party shall be entitled to
 obtain injunctive relief against the threatened breach of the provisions of
 this Section 6.8 without the necessity of proving actual damages.  The
 Parties agree that the remedies set forth in this Section 6.8 are in
 addition to and in no way preclude any other remedies or actions that may
 be available at law or under this Agreement.

      6.9  Publicity.  The Parties shall consult with each other, in
 advance, with regard to the terms of all proposed press releases, public
 announcements and other public statements with respect to the transactions
 contemplated hereby.  Except as may be required by Applicable Law, court
 process or by obligations pursuant to any listing agreement or similar
 arrangement with any national securities exchange or automated quotation
 system, neither Party shall issue any press release, public announcement or
 other public statement with respect to the transactions contemplated hereby
 without the prior consent of the other Party, which consent shall not be
 unreasonably withheld.

      6.10 Regulatory Approvals.  Alliance shall use its commercially
 reasonable efforts to obtain such approvals, consents and similar actions
 from Governmental Authorities, including the approval of the OTS, as may be
 necessary or appropriate in order for Alliance and each of its Affiliates,
 including PricelineMortgage, to consummate the transactions contemplated by
 the Transaction Documents.  Each Party shall provide such assistance as the
 other Party may reasonably request in connection with such consents and
 approvals.

      6.11 Performance of Alliance Affiliates.     Alliance shall use its
 best efforts to cause each of its Affiliates to fully perform all of their
 respective obligations under each of the Transaction Documents to which any
 such Affiliate is a party and to otherwise comply in all respects with the
 terms and conditions of any such Transaction Document applicable to any
 such Affiliate.


 7.   REPRESENTATIONS AND WARRANTIES OF THE PARTIES

      7.1  Representations and Warranties of Priceline.  Priceline hereby
 represents and warrants to Alliance, as of the date hereof, as follows:

           (a)  Organization.  Priceline is a corporation duly organized and
 validly existing under the laws of the State of Delaware, and has the
 corporate power and authority to enter into and perform this Agreement and
 the other Transaction Documents to which it is a party.

           (b)  Authorization.  All corporate action on the part of
 Priceline necessary for the authorization, execution and delivery of this
 Agreement and the other Transaction Documents to which it is a party and
 for the performance of all of its obligations hereunder and thereunder has
 been taken.  This Agreement constitutes, and any such other Transaction
 Documents, when fully executed and delivered, shall each constitute a
 valid, binding and enforceable obligation of Priceline, except that (i)
 such enforcement may be subject to any bankruptcy, insolvency,
 reorganization, moratorium, fraudulent transfer or other laws, now or
 hereafter in effect, relating to or limiting creditors' rights generally
 and (ii) the remedy of specific performance and injunctive and other forms
 of equitable relief may be subject to equitable defenses and to the
 discretion of the court before which any proceeding therefor may be
 brought.

           (c)  Government and Other Consents.  Other than any consents,
 licenses, permits, certifications, authorizations, registrations or
 approvals of, or exemptions or other actions by, any Governmental Authority
 or any other Person (collectively, "Consents") (i) which may be required in
 order for PricelineMortgage to provide residential mortgage lending and
 consumer loan origination services in compliance with Applicable Law, (ii)
 which may be required from any state Governmental Authority responsible for
 banking, mortgage or other lending activities as a result of the conduct of
 the Business (including the provision of technical support or advertising
 services in connection with the Business) in such Governmental Authority's
 state of jurisdiction, or (iii) which may be required from LendingTree and,
 in each case, as to which Priceline makes no representation or warranty, no
 Consent of any Governmental Authority or any other Person is required in
 connection with the execution, delivery and performance by Priceline or any
 of its Affiliates of this Agreement or the other Transaction Documents to
 which Priceline or any such Affiliate is a party, other than any such
 Consent, the failure of which to be obtained would not materially and
 adversely affect Priceline's ability to perform its obligations under this
 Agreement or the other Transaction Documents to which it is a party.

           (d)  Effect of Agreement.  Priceline's execution, delivery and
 performance of this Agreement and the other Transaction Documents to which
 it is a party will not (i) violate the Certificate of Incorporation of
 Priceline or Applicable Law (other than any statute, law, rule, regulation,
 directive, treaty, judgment, order, decree or injunction of any
 Governmental Authority that becomes applicable to or binding upon Priceline
 or any of its properties as a result of the conduct of the Business
 (including the provision of technical support or advertising services in
 connection with the Business) in any jurisdiction, as to which Priceline
 makes no representation or warranty), (ii) violate any judgment, order,
 writ, injunction or decree of any court applicable to Priceline, or (iii)
 result in the breach of, give rise to a right of termination, cancellation
 or acceleration of any obligation with respect to (presently or with the
 passage of time), or otherwise be in conflict with any term of, or affect
 the validity or enforceability of, any agreement or other commitment to
 which Priceline is a party, other than such violations, breaches,
 terminations, cancellations, accelerations or conflicts which would not
 materially and adversely affect Priceline's ability to perform its
 obligations under this Agreement or the other Transaction Documents to
 which it is a party; provided, however, that certain Consents of
 Governmental Authorities may be required in connection with the operation
 of PricelineMortgage as a broker and/or lender of mortgage loans and
 Priceline makes no representation or warranty with respect to any such
 Consents.

           (e)  Litigation.  There are no actions, suits or proceedings
 pending or, to Priceline's knowledge, threatened, against Priceline before
 any Governmental Authority which relate to  Priceline's right to enter into
 or perform this Agreement or any other Transaction Document to which it is
 a party, or which relate to the validity of this Agreement or any of the
 other Transaction Documents.

      7.2  Representations and Warranties of Alliance.  Alliance hereby
 represents and warrants to Priceline, on behalf of itself and its
 Affiliates, as follows:

           (a)  Organization.  Alliance and each of its Affiliates is duly
 organized and validly existing under the laws of the state of its
 organization. Alliance and each of its Affiliates has the requisite power
 and authority to enter into and perform this Agreement and the other
 Transaction Documents to which it is a party.

           (b)  Authorization.  All action (corporate or other) on the part
 of Alliance and each of its Affiliates necessary for the authorization,
 execution and delivery of this Agreement and the other Transaction
 Documents to which Alliance or such Affiliate is a party and for the
 performance of all of its obligations hereunder and thereunder has been
 taken.  This Agreement constitutes, and any such other Transaction
 Document, when fully executed and delivered, shall each constitute a valid,
 binding and enforceable obligation of Alliance or such Affiliate, except
 that (i) such enforcement may be subject to any bankruptcy, insolvency,
 reorganization, moratorium, fraudulent transfer or other laws, now or
 hereafter in effect, relating to or limiting creditors' rights generally
 and (ii) the remedy of specific performance and injunctive and other forms
 of equitable relief may be subject to equitable defenses and to the
 discretion of the court before which any proceeding therefor may be
 brought.

           (c)  Government and Other Consents.  No Consent of any
 Governmental Authority or any other Person is required in connection with
 the execution, delivery and performance by Alliance or any of its
 Affiliates of this Agreement or the other Transaction Documents to which it
 is a party, other than any such Consent, the failure of which to be
 obtained would not materially and adversely affect the ability of Alliance
 or any of its Affiliates to perform its obligations under this Agreement or
 the other Transaction Documents to which Alliance or any such Affiliate is
 a party.  On or prior to the date hereof, Alliance has obtained, or caused
 to be obtained, all Consents, whether from the OTS or any other
 Governmental Authority having jurisdiction over such matters, required in
 order to (i) form PricelineMortgage as an operating subsidiary of FAB; (ii)
 operate the Business as contemplated by the Transaction Documents; and
 (iii) consummate the other transactions contemplated by this Agreement and
 the other Transaction Documents.

           (d)  Effect of Agreement.  The execution, delivery and
 performance by Alliance or any of its Affiliates of this Agreement or the
 other Transaction Documents to which Alliance or any such Affiliate is a
 party will not (i) violate the Partnership Agreement, Certificate of
 Incorporation or comparable organizational document of Alliance or any such
 Affiliate or Applicable Law, (ii) violate any judgment, order, writ,
 injunction or decree of any court applicable to Alliance or any such
 Affiliate, or (iii) result in the breach of, give rise to a right of
 termination, cancellation or acceleration of any obligation with respect to
 (presently or with the passage of time), or otherwise be in conflict with,
 any term of, or affect the validity or enforceability of any agreement or
 other commitment to which Alliance or any such Affiliate is a party, other
 than, in each case, any such violations, breaches, terminations,
 cancellations, accelerations or conflicts which would not materially and
 adversely affect the ability of Alliance or any of its Affiliates to
 perform its obligations under this Agreement or the other Transaction
 Documents to which Alliance or any such Affiliate is a party.

           (e)  Litigation.  There are no actions, suits or proceedings
 pending or, to Alliance's knowledge, threatened, against Alliance or any of
 its Affiliates before any Governmental Authority which relate to the right
 of Alliance or any such Affiliate to enter into or perform this Agreement
 or any other Transaction Document to which Alliance or such Affiliate is a
 party, or which relate to the validity of this Agreement or any of the
 other Transaction Documents.

           (f)  Operations of AllPrice.  AllPrice has been formed solely for
 the purpose of engaging in the transactions contemplated by this Agreement
 and by the other Transaction Documents, has engaged in no other business
 activities and has conducted its operations only as contemplated by this
 Agreement and by the other Transaction Documents.


 8.   TRANSFER RESTRICTIONS

      8.1  General Restriction.  Alliance and, from and after the Conversion
 Date, Priceline shall hold, and shall cause each of their respective
 Affiliates to hold, its Shares during the Term and shall not, directly or
 indirectly, Transfer or in any way alienate any of such Shares or any right
 or interest therein, other than (a) in the case of a direct Transfer, any
 such Transfer made in compliance with the terms and provisions of the LLC
 Agreement or (b) in the case of an indirect Transfer, (i) any such Transfer
 made to an Affiliate of such Party or (ii) any such Transfer agreed to in
 writing by the other Party (each, a "Permitted Transfer").  In the case of
 any Permitted Transfer, the transferring Party shall deliver to the other
 Party (a) at least twenty (20) Business Days prior to such Transfer, a
 written notice stating its intention to Transfer the Shares to be
 transferred, the name of the transferee, whether such transferee is an
 Affiliate, the number of Shares to be transferred, and the price and other
 material terms and conditions of the Transfer, and (b) except as otherwise
 specifically provided herein, on or prior to the effective date of the
 Transfer and in a form reasonably acceptable to the other Party and its
 counsel, the transferee's written acknowledgment of and agreement to be
 bound by, and to vote the transferred Shares at all times in accordance
 with, the terms of this Agreement and the LLC Agreement.

      8.2  Initial Public Offering.  The restrictions set forth in Section
 8.1 hereof shall cease to be of any further force or effect upon the
 closing date of an Initial Public Offering of PricelineMortgage or any
 successor thereto.

      8.3  Board Approval.  To the extent required under the LLC Agreement,
 the Parties shall cause each Director it has appointed to vote to approve
 any Transfer of Shares effected in accordance with Section 8.1 hereof.


 9.   ANCILLARY RIGHTS

                                **********


           (b)  The Priceline Call shall be exercisable for a period of
 ninety (90) days from and after the receipt by Priceline and/or any
 Priceline Successor of notice from PricelineMortgage that PricelineMortgage
 has received from the Independent Auditor audited financial statements for
 Year 5, which notice shall include a copy of such financial statements.
 Such notice and statements shall be delivered to Priceline (and/or any
 Priceline Successor) and Alliance (and/or any Alliance Successor) no later
 than ninety (90) days after the end of Year 5.  In the event that Priceline
 (and/or any Priceline Successor) elects to exercise the Priceline Call,
 Priceline and/or such Priceline Successor shall provide notice (the
 "Priceline Call Notice") to the party or parties from whom the
 PricelineMortgage Interest or Interests are to be purchased (including
 Alliance, if Alliance shall still hold, directly or indirectly, a
 PricelineMortgage Interest at such time, and any Alliance Successor).  The
 Priceline Call Notice shall set forth Priceline's (or such Priceline
 Successor's) calculation of the Call Price and the basis for such
 calculation.  Any disagreement regarding the Call Price or any other matter
 related to the exercise of the Priceline Call shall be resolved in
 accordance with the provisions of Section 11.1 hereof.  In the event that
 Priceline or any such Priceline Successor elects to exercise the Priceline
 Call, the Parties shall, and shall cause their respective Affiliates to,
 cooperate as fully as reasonably practicable with one another to consummate
 the Priceline Call transaction as soon as reasonably practicable following
 the receipt of the Priceline Call Notice by the party or parties to the
 Priceline Call transaction.  In the event that Priceline (and/or any
 Priceline Successor) elects not to exercise the Priceline Call, Priceline
 (and/or such Priceline Successor) shall promptly provide notice of such
 election to Alliance and/or any Alliance Successor holding the
 PricelineMortgage Interest or Interests that would otherwise have been
 subject to the Priceline Call.

           (c)  At its sole election, Priceline shall be entitled to pay the
 Call Price in cash, in shares of Priceline Common Stock or in any
 combination of the foregoing.  In the event that Priceline elects to pay
 all or a portion of the Call Price in cash, as promptly as reasonably
 practicable following the distribution to Alliance of the Priceline Call
 Notice, Priceline shall pay to Alliance (and/or any Alliance Successor that
 shall be entitled to receipt of all or a portion of such Call Price), by
 wire transfer of immediately available funds to an account or accounts
 designated in writing by Alliance (or any such Alliance Successor), an
 amount in cash equal to the Call Price or the portion of the Call Price
 which Priceline has elected to pay in cash.  In the event that Priceline
 elects to pay all or a portion of the Call Price in shares of Priceline
 Common Stock, as promptly as reasonably practicable following its election
 to exercise the Priceline Call, and upon the Parties being able to fully
 consummate the transactions contemplated by Priceline's exercise of the
 Priceline Call, Priceline shall deliver to Alliance (and/or any Alliance
 Successor that shall be entitled to receipt of all or a portion of such
 Call Price) a certificate or certificates representing that number of whole
 shares of Priceline Common Stock having a Fair Market Value equal to the
 Call Price or the portion of the Call Price which Priceline has elected to
 pay in shares of Priceline Common Stock.

           (d)  In the event Priceline exercises the Priceline Call, for a
 period of one (1) year thereafter, Priceline shall not cause
 PricelineMortgage to engage in any Change in Control Transaction without
 the prior written consent of Alliance, which consent shall not be
 unreasonably withheld.



                                **********


           (c)  The Alliance Put shall become exercisable upon the earlier
 to occur of (i) the date on which Alliance has received written notice from
 Priceline of both (x) Priceline's election not to exercise the Priceline
 Call and (y) Priceline's election not to renew the Licensing Agreement and
 the Advertising Agreement and (ii) the expiration of the Priceline Call,
 the Licensing Agreement and the Advertising Agreement in accordance with
 their respective terms.  The Alliance Put shall remain exercisable until
 the later of (i) June 30, 2005 or (ii) thirty (30) days from and after the
 date on which the Alliance Put first becomes exercisable.  In the event
 that Alliance (and/or any Alliance Successor) elects to exercise the
 Alliance Put, Alliance (and/or such Alliance Successor) shall provide
 notice (the "Alliance Put Notice") to the party or parties to whom the
 PricelineMortgage Interest or Interests are to be sold (including
 Priceline, if Priceline shall still hold, directly or indirectly, a
 PricelineMortgage Interest at such time, and any Priceline Successor).  The
 Alliance Put Notice shall set forth Alliance's (and/or such Alliance
 Successor's) calculation of the Put Price and the basis for such
 calculation.  Any disagreement regarding the Put Price or any other matter
 related to the exercise of the Alliance Put shall be resolved in accordance
 with the provisions of Section 11.1 hereof.  In the event that Alliance
 (and/or such Alliance Successor) elects to exercise the Alliance Put, the
 Parties shall, and shall cause their respective Affiliates to, cooperate as
 fully as reasonably practicable with one another to consummate the Alliance
 Put transaction as soon as reasonably practicable following the receipt of
 the Alliance Put Notice by the party or parties to the Alliance Put
 transaction.  In the event that more than one party is required to purchase
 a PricelineMortgage Interest pursuant to the Alliance Put, such parties
 shall each be required to purchase a portion of the PricelineMortgage
 Interest or Interests subject to the Alliance Put in proportion to the
 PricelineMortgage Interests of such parties at the time of consummation of
 the Alliance Put transaction.  In the event Alliance (and/or any Alliance
 Successor) elects not to exercise the Alliance Put, Alliance (and/or such
 Alliance Successor) shall promptly provide notice to the party or parties
 that would otherwise be required to purchase the PricelineMortgage Interest
 or Interests subject to the Alliance Put.

           (d)  At its sole election, Priceline shall be entitled to pay the
 Put Price in cash, in shares of Priceline Common Stock or in any
 combination of the foregoing.  In the event that Priceline elects to pay
 all or a portion of the Put Price in cash, as promptly as reasonably
 practicable following the receipt by Priceline of the Alliance Put Notice,
 Priceline shall pay to Alliance (and/or any Alliance Successor that shall
 be entitled to receipt of all or a portion of such Put Price), by wire
 transfer of immediately available funds to an account or accounts
 designated in writing by Alliance (or any such Alliance Successor), an
 amount in cash equal to the Put Price or the portion of the Put Price which
 Priceline has elected to pay in cash.  In the event that Priceline elects
 to pay the Put Price in shares of Priceline Common Stock, as promptly as
 reasonably practicable following the receipt by Priceline of the Alliance
 Put Notice, and upon the Parties being able to fully consummate the
 transactions contemplated by Alliance's exercise of the Alliance Put,
 Priceline shall deliver to Alliance (and/or any Alliance Successor that
 shall be entitled to receipt of all or a portion of such Put Price) a
 certificate or certificates representing that number of whole shares of
 Priceline Common Stock having a Fair Market Value equal to the Put Price or
 the portion of the Put Price which Priceline has elected to pay in shares
 of Priceline Common Stock.


                                 *********


           (b)  The Alliance Call shall be exercisable for a period of
 ninety (90) days from and after the receipt by Alliance (and/or any
 Alliance Successor) from Priceline (and/or any Priceline Successor) that
 such party or parties have elected not to exercise the Priceline Call.  In
 the event that Alliance elects to exercise the Alliance Call, Alliance
 shall provide notice (the "Alliance Call Notice") to the party or parties
 from whom the PricelineMortgage Interest or Interests are to be purchased
 (including Priceline, if Priceline shall still hold a PricelineMortgage
 Interest at such time, and any Priceline Successor).  The Alliance Call
 Notice shall set forth Alliance's calculation of the price payable pursuant
 to the Alliance Call and the basis for such calculation.  Any disagreement
 of the Parties regarding the price payable pursuant to the Alliance Call or
 any other matter related to the exercise of the Alliance Call shall be
 resolved in accordance with the provisions of Section 11.1 hereof.  In the
 event that Alliance elects to exercise the Alliance Call, the Parties
 shall, and shall cause their respective Affiliates to, cooperate as fully
 as reasonably practicable with one another to consummate the Alliance Call
 transaction as soon as reasonably practicable following the receipt of the
 Alliance Call Notice.

      9.4  Registration Rights.

           (a)  In the event that Priceline elects to deliver shares of
 Priceline Common Stock in full or partial payment of the Call Price or the
 Put Price, as the case may be, as provided in Sections 9.1(c) and 9.2(c)
 hereof, Priceline shall provide registration rights to the recipient of
 such shares on terms and conditions mutually acceptable to Priceline and
 the recipient of such shares.  At Priceline's election, the registration
 rights granted pursuant to this Section 9.4 shall be substantially to the
 effect set forth in (i) the Registration Rights Agreement attached hereto
 as Exhibit A (the "Registration Rights Agreement") or (ii) the Priceline
 registration rights agreement that currently is in effect, a copy of which
 is attached hereto as Exhibit B, including by causing Alliance and/or any
 Alliance Successor that shall be entitled to receive shares of Priceline
 Common Stock to become a party thereto; provided, however, that, in either
 case, Alliance and any such Alliance Successors, collectively, shall be
 limited, in the aggregate, to (a) one demand registration right on the
 terms and conditions set forth in Section 3.1 of the Registration Rights
 Agreement and (b) unlimited incidental or "piggy-back" registration rights.
 Notwithstanding anything to the contrary contained herein, no provision of
 this Agreement shall, or is intended by the Parties hereto, to prohibit or
 otherwise restrict the ability of Priceline to grant registration rights to
 other Persons from time to time.

           (b)  The registration rights contemplated by this Section 9.4
 shall be subject to the terms and provisions of (i) the Registration Rights
 Agreement and (ii) any registration rights agreement to which Priceline is
 a party as of the date hereof.  If, as a result of the terms and conditions
 of the Registration Rights Agreement (including any "blackout" provisions
 contained therein), Priceline is not able to effect a Demand Registration
 (as defined in the Registration Rights Agreement) prior to the date on
 which the tax liability incurred by Alliance (or any Alliance Successor) in
 connection with the receipt of the Call Price or the Put Price, as
 applicable, becomes due and payable, then Priceline and Alliance (or any
 such Alliance Successor) shall use their respective commercially reasonable
 efforts to consummate the Priceline Call or the Alliance Put, as
 applicable, such that the Demand Registration can be effected prior to such
 tax liability becoming due and payable (including by delaying the
 consummation of the Priceline Call or Alliance Put, as the case may be,
 until the next applicable tax year).


                                 *********


           (c)  The Parties hereby acknowledge and agree that the Priceline
 Call and the Alliance Put, to the extent either such transaction is
 consummated, shall be structured so as to comply with the applicable rules
 and regulations of the OTS and Applicable Law.  Subject to the foregoing,
 in the event that Priceline is prohibited from issuing shares of Priceline
 Common Stock in full or partial satisfaction of the Call Price or the Put
 Price, as applicable, whether as a result of applicable OTS rules and
 regulations or otherwise, then the Parties shall use their respective
 commercially reasonable efforts to structure the Priceline Call or the
 Alliance Put, as the case may be, in such a manner as to (i) enable
 Priceline, to the greatest extent possible, to pay the Call Price or the
 Put Price, as applicable, in shares of Priceline Common Stock and (ii)
 minimize the amount of cash which must be remitted by Priceline in
 connection therewith, including, at Priceline's election, through the
 issuance by Priceline of an unsecured promissory note containing terms and
 conditions mutually satisfactory to the parties to the Priceline Call or
 the Alliance Put, as applicable.  In the event that Priceline is prohibited
 both from (i) issuing shares of Priceline Common Stock and (ii) executing
 an unsecured promissory note (as contemplated by clause (ii) of the
 preceding sentence), in each case, in full or partial satisfaction of the
 Put Price, whether as a result of applicable OTS rules and regulations or
 otherwise, then Priceline shall be entitled to pay the Put Price in
 quarterly installment payments over a two-year period commencing at the end
 of the first full fiscal quarter following the date on which the Parties
 finally determine that the Put Price cannot be paid in either shares of
 Priceline Common Stock or an unsecured promissory note.


 10.  TERM AND TERMINATION

      10.1 Term.  This Agreement shall be effective as of the date hereof,
 and shall continue in full force and effect until terminated pursuant to
 Section 10.2 hereof (the "Term").

      10.2 Termination.  This Agreement shall terminate as follows:

           (a)  On the fifth (5th) anniversary of the date hereof, without
 any action on the part of either Party hereto; provided, however, that in
 the event that, pursuant to the terms of the Licensing Agreement and the
 Advertising Agreement, Priceline elects to renew each of the Licensing
 Agreement and the Advertising Agreement for one (1) additional five-year
 term, this Agreement shall remain in full force and effect until the tenth
 (10th) anniversary of the date hereof unless earlier terminated in
 accordance with the other provisions of this Section 10.2.

           (b)  Upon the mutual written agreement of Priceline and Alliance.

           (c)  By either Priceline or Alliance, effective immediately upon
 written notice of termination to the other Party, if (i) the other Party or
 any of its Affiliates breaches in any material respect this Agreement or
 any of the other Transaction Documents to which such Party or any such
 Affiliate is a party, including, in the case of Priceline, any default by
 AllPrice under the Note, and (ii) except in the case of any breach or
 default that is subject to a cure period under the terms of the Transaction
 Document under which it arises, such breach or default continues for a
 period of thirty (30) days after the delivery of written notice of such
 breach, describing the breach or default in reasonable detail.

           (d)  By either Priceline or Alliance, effective immediately upon
 written notice of termination to the other Party and PricelineMortgage, in
 the event that the other Party is dissolved, liquidated or declared
 bankrupt or a voluntary or involuntary bankruptcy filing is made by such
 Party, in each case, pursuant to an order which remains unstayed and in
 effect for a period of sixty (60) days.

           (e)  By Alliance, in the event that PricelineMortgage shall have
 generated net losses for the fourth quarter of fiscal year 2000.

           (f)  By either Priceline or Alliance, from and after the first
 anniversary of the date hereof, in the event that:  (i) the close rate on
 PricelineMortgage's customer offers falls below 10% for two consecutive
 quarters and, at Alliance's option, the deficiency in such close rate is
 not cured within one (1) additional quarter such that, following the end of
 the third such quarter, the average close rate on PricelineMortgage's
 customer offers for such three-quarter period is greater than or equal to
 10% or (ii) PricelineMortgage's annual application volume falls below
 36,000 applications.

           (g)  Upon the consummation of the Priceline Call, the Alliance
 Put, the Alliance Call or any other transaction pursuant to which,
 following the completion of such transaction, either:  (i) Priceline
 (including, for this purpose, any and all Priceline Successors) shall own,
 directly or indirectly, a One-Hundred-Percent PricelineMortgage Interest or
 (ii)  Alliance (including, for this purpose, any and all Alliance
 Successors) shall own, directly or indirectly, a One-Hundred-Percent
 PricelineMortgage Interest.

           (h)  Effective immediately, without any action on the part of
 either Party hereto, in the event that PricelineMortgage shall be
 liquidated or dissolved in accordance with the terms of the LLC Agreement.

           (i)  Notwithstanding anything in this Section 10.2 to the
 contrary, in the event that Priceline shall not have terminated this
 Agreement prior to the expiration of Year 5, this Agreement, the Licensing
 Agreement and the Advertising Agreement shall each continue in full force
 and effect until the latest to occur of (i) the consummation of the
 Priceline Call by Priceline (and/or any Priceline Successor), which shall
 occur on or prior to December 31, 2005, (ii) the receipt by Priceline
 (and/or any Priceline Successor) of written notice from Alliance (and/or
 any Alliance Successor) of Alliance's (and/or any such Alliance
 Successor's) election not to exercise the Alliance Put, (iii) the
 expiration of the Alliance Put in accordance with the terms set forth
 herein, (iv) the consummation of the Alliance Call by Alliance (and/or any
 Alliance successor), (v) the expiration of the Alliance Call in accordance
 with the terms set forth herein.  In the event that, following the
 expiration of Year 5, none of the events specified in clauses (i) through
 (v) of the preceding sentence shall have occurred and the Parties intend to
 (i) negotiate a purchase of all outstanding Shares by one Party, (ii)
 negotiate a sale of PricelineMortgage to a third party or (iii) liquidate
 PricelineMortgage, in each case in accordance with the provisions of
 Section 10.3 hereof, then the Licensing Agreement and the Advertising
 Agreement shall each continue in full force and effect until the
 consummation of such purchase, sale or liquidation.

      10.3 Effect.  Upon termination of this Agreement, in the event that
 the Priceline Call, the Alliance Put and the Alliance Call (in each case,
 as contemplated by Article 9 hereof) have not been exercised, the Parties
 shall negotiate in good faith a possible purchase by one Party (and/or its
 Affiliates) of all outstanding Shares held by the other Party or the sale
 of PricelineMortgage to a third party.  In the event that, notwithstanding
 their good faith negotiations, the Parties are unable to agree upon such a
 purchase or sale within One Hundred Twenty (120) days of the notice of
 termination, the Parties shall cooperate to cause PricelineMortgage to be
 liquidated as promptly as practical in accordance with Applicable Law.

      10.4 Survival of Obligations.  The rights and obligations of the
 Parties under Sections 6.3 (Systems Development), 6.7 (Reimbursement of
 Expenses), 6.8 (Confidentiality) and 6.9 (Publicity) hereof, this Section
 10.4 and Sections 10.3, 10.5, 10.6, 11.1 and 11.2 hereof shall survive any
 termination of this Agreement.

      10.5 Return of Confidential Information.  Upon the termination of this
 Agreement, each Party, at its own cost, shall promptly return to the
 Disclosing Party any and all documents and materials constituting or
 containing Confidential Information of the Disclosing Party which are in
 its possession or control, or at its option, shall destroy such documents
 and materials and certify such destruction in writing to the Disclosing
 Party.

      10.6 Continuing Liability.  Termination of this Agreement for any
 reason shall not release any Party from any liability or obligation which
 has already accrued as of the effective date of such termination, and shall
 not constitute a waiver or release of, or otherwise be deemed to prejudice
 or adversely affect, any rights, remedies or claims, whether for damages or
 otherwise, which a Party may have hereunder, at law, equity or otherwise or
 which may arise out of or in connection with such termination.


 11.  GENERAL PROVISIONS

      11.1 Governing Law; Dispute Resolution.  The validity, construction
 and enforceability of this Agreement shall be governed by and construed in
 accordance with the laws of the State of Delaware.  All disputes between
 the Parties arising out of this Agreement shall be settled by the Parties
 amicably through good faith discussions upon the written request of either
 Party.  In the event that any such dispute cannot be resolved thereby
 within a period of sixty (60) days after such notice has been given, such
 dispute shall be finally settled by arbitration in Wilmington, Delaware in
 accordance with the rules then in effect of the American Arbitration
 Association.  Any such dispute shall be adjudicated by a panel of three (3)
 arbitrators, one (1) of whom shall be appointed by Priceline, one (1) of
 whom shall be appointed by Alliance and one (1) of whom shall be selected
 by the two (2) previously selected panel members.  The arbitrators shall
 have the authority to grant specific performance, and to allocate between
 the Parties the costs of arbitration in such equitable manner as the
 arbitrators may determine.  The prevailing Party in the arbitration shall
 be entitled to receive reimbursement of its reasonable expenses incurred in
 connection therewith.  Judgment upon the award so rendered may be entered
 in any court having jurisdiction or application may be made to such court
 for judicial acceptance of any award and an order of enforcement, as the
 case may be.  Notwithstanding the foregoing, either Party shall have the
 right to institute a legal action in a court of proper jurisdiction for
 injunctive relief and/or a decree for specific performance pending final
 settlement by arbitration.

      11.2 Notices and Other Communications.  Any and all notices, requests,
 demands and other communications required or otherwise contemplated to be
 made under this Agreement shall be in writing and shall be provided by one
 or more of the following means and shall be deemed to have been duly given
 (a) if delivered personally or by overnight courier service, when received,
 or (b) if transmitted by facsimile, upon receipt of a transmittal
 confirmation to the facsimile address provided by the receiving Party.  All
 such notices, requests, demands and other communications shall be addressed
 as follows:

           If to Priceline:

                priceline.com Incorporated
                800 Connecticut Avenue, 4th Floor
                Norwalk, Connecticut  06854
                Attention:     General Counsel
                Telephone:     203-299-8668
                Facsimile:     203-299-8915

           with a copy (which copy shall not constitute notice) to:

                Skadden, Arps, Slate, Meagher & Flom LLP
                One Rodney Square, 7th Floor
                Wilmington, Delaware  19801
                Attention:     Patricia Moran Chuff, Esq.
                Telephone:     302-651-3130
                Facsimile:     302-651-3001

           If to Alliance:

                Alliance Partners, LP
                8100 Nations Way
                Jacksonville, Florida  32256
                Attention:     Mr. Patrick McEnerney
                Telephone:     904-281-6237
                Facsimile:     904-281-6145

           with a copy (which copy shall not constitute notice) to:

                Kirkpatrick & Lockhart LLP
                75 State Street
                Boston, Massachusetts  02109
                Attention:     Michael A. Hickey, Esq.
                Telephone:     617-951-9157
                Facsimile:     617-951-9151

 or to such other address or facsimile number as a Party may have specified
 to the other Party in writing delivered in accordance with this Section
 11.2.

      11.3 Severability.  If any provision in this Agreement shall be found
 or be held to be invalid or unenforceable, then the meaning of such
 provision shall be construed, to the extent feasible, so as to render the
 provision enforceable, and if no feasible interpretation would save such
 provision, it shall be severed from the remainder of this Agreement which
 shall remain in full force and effect unless the severed provision is
 essential and material to the rights or benefits received by any Party.  In
 such event, the Parties shall use best efforts to negotiate, in good faith,
 a substitute, valid and enforceable provision or agreement which most
 nearly effects the Parties' intent in entering into this Agreement.

      11.4 References; Subject Headings.  Unless otherwise indicated,
 references to Articles, Sections and Schedules herein are to Articles of,
 Sections of, and Schedules to, this Agreement.  The subject headings of the
 Articles and Sections of this Agreement are included for the purpose of
 convenience of reference only, and shall not affect the construction or
 interpretation of any of its provisions.

      11.5 Further Assurances.  The Parties shall each perform such acts,
 execute and deliver such instruments and documents, and do all such other
 things as may be reasonably necessary to accomplish the transactions
 contemplated by this Agreement.

      11.6 Expenses.  Except as set forth in Section 6.7 hereof, each of the
 Parties shall bear its own costs and expenses, including, without
 limitation, fees and expenses of legal counsel, accountants, brokers,
 consultants and other representatives used or hired in connection with the
 negotiation and preparation of this Agreement and consummation of the
 transactions contemplated hereby.  All such expenses incurred by
 PricelineMortgage shall be borne by PricelineMortgage to the maximum extent
 permitted by Applicable Law including, without limitation, expenses
 relating to the formation of PricelineMortgage, any transfer taxes for
 transfer of the Shares to the Parties or their Affiliates, registration
 charges, taxes, fees and expenses relating to required governmental or
 regulatory approvals, notary fees and legal fees and expenses.

      11.7 No Waiver.  No waiver of any term or condition of this Agreement
 shall be valid or binding on a Party unless the same shall have been set
 forth in a written document, specifically referring to this Agreement and
 duly signed by the waiving Party.  The failure of a Party to enforce at any
 time any of the provisions of this Agreement, or the failure to require at
 any time performance by one or both of the other Parties of any of the
 provisions of this Agreement, shall in no way be construed to be a present
 or future waiver of such provisions, nor in any way affect the ability of a
 Party to enforce each and every such provision thereafter.

      11.8 Entire Agreement; Amendments.  The terms and conditions contained
 in this Agreement (including the Schedules and Exhibit hereto) and the
 other Transaction Documents constitute the entire agreement between the
 Parties and supersede all previous agreements and understandings, whether
 oral or written, between the Parties with respect to the subject matter
 hereof.  No agreement or understanding amending this Agreement shall be
 binding upon any Party unless set forth in a written document which
 expressly refers to this Agreement and which is signed and delivered by
 duly authorized representatives of each Party.

      11.9 Assignment.  Neither Party shall assign this Agreement without
 the other Party's prior written consent.  In the event of an assignment
 pursuant to this Section 11.9, any such assignee shall assume in writing
 the assigning Party's obligations under this Agreement.  Notwithstanding
 the foregoing, the assigning Party shall remain liable for the assignee's
 performance of its obligations hereunder.  This Agreement shall inure to
 the benefit of, and shall be binding upon, the Parties and their respective
 successors and permitted assigns.

      11.10  No Third-Party Beneficiaries.  Nothing herein express or
 implied, is intended to or shall be construed to confer upon or give to any
 person, firm, corporation or legal entity, other than the Parties and their
 Affiliates who hold Shares or are a party to one or more of the Transaction
 Documents, any interests, rights, remedies or other benefits with respect
 to or in connection with any agreement or provision contained herein or
 contemplated hereby.

      11.11  Counterparts.  This Agreement may be executed in any number
 of counterparts, and each counterpart shall constitute an original
 instrument, but all such separate counterparts shall constitute only one
 and the same instrument.



                          [SIGNATURE PAGE FOLLOWS]

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


 PRICELINE.COM INCORPORATED              ALLIANCE PARTNERS, LP


 By:____________________________         By:______________________________
    Name:                                   Name:
    Title:                                  Title: