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Airline Participation Agreement and General Agreement [Amendment] - priceline.com Inc., PriceLine Travel Inc. and Delta Air Lines Inc.

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   AMENDMENT TO THE AIRLINE PARTICIPATION AGREEMENT AND THE GENERAL AGREEMENT



December 31, 1998


Ms. Brenda Barnes
Vice President,
   Pricing & Revenue Management
Delta Air Lines, Inc.
1030 Delta Boulevard
Hartsfield Atlanta International Airport
Atlanta, GA 30320

Dear Brenda:

The following provisions shall be deemed an amendment to the Airline
Participation Agreement and the General Agreement between and among Delta Air
Lines, Inc. ("Delta") and priceline.com Incorporated and PriceLine Travel, Inc.
(collectively, as applicable, "Priceline"), where indicated, in each case,
effective as of December 31, 1998. Unless otherwise defined herein, capitalized
terms shall have the meanings set forth in the Airline Participation Agreement
and the General Agreement, as applicable.

1.   The following provision replaces Section 7.11 of the General Agreement in
     its entirety:

     7.11   PRICELINE TICKET ALLOCATION METHODOLOGY

            (a) All airlines participating in the Priceline Service will be
            given the first opportunity to fill a customer ticket request based
            on a formula [**] except for offers originating or terminating in
            the following markets where the [**] rule will not apply: [**]
            The operation of this first look methodology is reflected in the
            example attached hereto as Exhibit 7.11, and incorporated by
            reference herein.

            (b) Priceline shall, within 60 days of the implementation of the
            allocation system described in Section 7.11 (a) (which is scheduled
            for completion at the end of February), and thereafter as requested
            by Delta, [**] will apply to all O&D markets including, without
            limitation, the top 2,500 domestic O&D markets and the top 1,000
            international O&D markets.

[**] = Confidential treatment requested for redacted portion.


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            (c) The first opportunity to fill a customer ticket request [**] in
            the event Delta's market share (as measured in RPMs) increases
            versus the rest of the Participating Carriers [**].

            (d) Until technology is developed to implement the proposed first
            look allocation method discussed above [**].

            (e) Section 7.11 (a)-(d) as set forth above shall no longer be in
            effect if Delta's rights under Section 3.1-3.4 of the General
            Agreement are terminated pursuant to Section 3.5 of the General
            Agreement. In such event, the following provision shall be
            substituted for Section 7.11 of the General Agreement:

                 7.11 All Participating Carriers will be given the first
                 opportunity to fill a customer ticket request based on a
                 formula [**]. If a Participating Carrier fails to respond to a
                 ticket request on its designated first look, then Priceline
                 will allocate the request through a second round of preferred
                 looks [**] for each O&D requested (but excluding the
                 Participating Carrier that failed to fulfill the ticket request
                 on the first look).

2.   The following provision is added as a new section 7.14 of the General
     Agreement:

     7.14   DETERMINATION OF REASONABLE DEMAND

            Beginning at the end of February of 1999, and thereafter on a
            mutually agreed schedule, Priceline will review with Delta the
            methodology used by Priceline to establish reasonable demand that
            Priceline elects to process for both domestic and international O&D
            offers.

3.   The following provision replaces Section 3.1 of the General Agreement in
     its entirety:

     3.1    Subject to Section 3.5 below, Delta and Priceline agree that, during
            the term of the PCA:

            (a) (i) all airlines which have signed an agreement with Priceline
            to participate in the Priceline Service as of the date of the
            Agreement (as identified in the attached Schedule 3.1 hereof) may
            continue such participation; (ii) Delta consents to participation by
            the following airlines: [**] or such other U.S. domestic airline(s)
            which are acceptable to Delta (as reflected by Delta's consent) with
            a goal of including in the Priceline Service a total number of
            domestic airline participants so that the sum total domestic market
            share of all such participating airlines will, in an annual
            measuring period, not exceed [**] of all U.S. domestic RPMs (the
            "Range"); (iii) the following carriers will constitute "Delta
            Connection Carriers": [**]; and "Delta Connection Carriers" may file
            Priceline fares (x) under the "DL" code and (y) to/from markets in
            their local O&D's not served by Delta; (iv) Priceline may include
            [**] as a participant subject to the restrictions set forth in
            Section 3.1 (b) below; (v) Priceline may add the following carriers
            on international markets: (x) [**] (the "Atlantic Excellence
            Partners") (y)[**] (the "Delta Partners") and

[**] = Confidential treatment requested for redacted portion.

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<PAGE>

            (z)[**] (the carriers referred to in subsections (x), (y) and (z)
            being collectively referred to as the "New International Carriers");
            and (vi) such other international carriers as Delta shall approve in
            writing, provided that Delta agrees to negotiate in good faith with
            respect to the addition of international carriers serving markets in
            which Priceline's rate of satisfying reasonable offers ("bind rate")
            is materially below Priceline's international average bind rate as
            measured over a period of not less than a calendar quarter.

            (b) Priceline agrees that it will not issue tickets (i) on [**] in
            the following markets: (x) to or from ATL, BOS, DFW, CVG and SLC
            (the "Delta Key Markets"), except for offers originating from MSP,
            DTW and MEM or O&D markets not served by Delta or a carrier
            operating a flight under Delta's two letter ("DL") designator code
            and (y) to, from or in the State of Florida, except for flights from
            MSP, DTW or MEM or O&D markets not served by Delta or a carrier
            operating a flight under Delta's two letter ("DL") designator code;
            (ii) on any carrier operating a flight under [**] two letter
            designator code flights except for [**] commuter carriers; or (iii)
            on the New International Carriers in the Delta Key Markets except
            (x) in markets not served by Delta (either directly or on a
            code-share basis), or (y) in markets where Priceline's rate of
            satisfying reasonable offers ("bind rate") is materially below
            Priceline's international average bind rate as measured over a
            period not less than one calendar quarter.

            (c) Priceline will continue to use its best efforts to pursue the
            participation of [**] in the Priceline Service.

            (d) Priceline agrees that for tickets sold by its international
            Participating Carriers (i) it will only issue tickets for
            international travel on flights operated by its international
            Participating Carriers and not on flights marketed by its
            international Participating Carriers but operated by other
            carriers except for (x) grandfathered participants under their
            current partner agreements listed in Schedule 3.1, (y) [**] code
            share partners under its current participation agreement (as
            identified in Schedule 3.1 hereof), and (z) tickets issued on the
            code share partners of international Participating Carriers
            providing Priceline with net fares that are calculated off of
            published fares that retain all of the published fare rules of
            that fare; provided, however, that in the event that
            international tickets sold through Priceline by international
            Participating Carriers (excluding Delta) under the international
            Participating Carriers' two letter designator code on flights
            operated by other carriers exceed [**] of the total international
            tickets sold through Priceline (excluding Delta) for a
            consecutive 30-day period, Priceline will take action to reduce
            this percentage below [**]; (ii) it will no issue tickets for
            international travel on [**] originating from the Delta Key
            Markets; and (iii) it will not issue tickets for international
            travel on any of the "Atlantic Excellence Partners" or "Delta
            Partners" if the airline in question ceases to participate in a
            qualifying marketing program with Delta (as identified by Delta),
            which will be effected by not extending the term of any
            participation agreement with such a carrier once the term
            expires, not to exceed one year from the time Delta provides
            written notice to Priceline of such a cessation of participation.
            In the event that Priceline is obligated to take action under
            this Section 3.1 (d) to reduce the

[**] = Confidential treatment requested for redacted portion.


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<PAGE>

            percentage of tickets below [**], then Priceline shall use its
            reasonable best efforts to develop software programs to restrict
            this amount below the [**] threshold.

            (e) As to domestic travel, in the event that the percent of domestic
            tickets sold under the [**] code on flights operated by carriers
            other than [**] exceeds [**] of total Priceline sold domestic
            tickets for a consecutive 30-day period, Priceline will take action
            to reduce this percentage below [**] during any subsequent 30 day
            period of this Agreement. In the event that Priceline is obligated
            take action under this Section 3.1 (e) to reduce the percentage of
            tickets below [**], then Priceline shall use its reasonable best
            efforts to develop software programs to restrict this amount below
            the [**] threshold.

            (f) Delta may sell Priceline tickets under Delta's two letter
            designator code on flights operated by other carriers.

4.   The following provision replaces Article III of the Airline Participation
     Agreement in its entirety:

     III.   Priceline Ticket Allocation Methodology

            Priceline shall establish an allocation methodology that determines
            when participating airlines will be given the first opportunity to
            fill a customer ticket request, and may give preference to one or
            more participants in establishing such methodology. Priceline will
            work in good faith with each participating airline to assist such
            airline in achieving its objectives for the Priceline Service within
            the context of the allocation system.

5.   The following provision is added as a new Section 7.15 of the General
     Agreement.

     7.15   Priceline agrees to provide Delta the following weekly reports:

            a.   Total Delta revenue and tickets issued broken down by entity
                 (domestic and international);
            b.   Total Priceline tickets issued (in order to determine Delta's
                 ticketing share);
            c.   Total O&D's ticketed on Delta - broken down by market including
                 the following information: revenue, travel dates and length of
                 stay;
            d.   Total Priceline demand data - ranked by O&D; and
            e.   Bind rate information (i.e. number of tickets issued divided by
                 the number of offers)

6.   Except as provided herein, all other terms and conditions of the Airline
     Participation Agreement and the General Agreement shall remain in full
     force and effect. In the event any term or provision of the Airline
     Participation Agreement or the General Agreement is contrary to or
     inconsistent with this letter, the terms of this letter shall control.

If the above language is acceptable, please acknowledge your consent by signing
where indicated below and returning this letter to me for execution. In such
case, the terms set forth herein shall be deemed effective as of December 31,
1998.

[**] = Confidential treatment requested for redacted portion.


                                        4

<PAGE>



Sincerely,



Tim Brier

cc.   P. Francis
      P. Miles
      J. Varley
      E. West
      J. Walker

ACCEPTED AND AGREED To:

PRICELINE TRAVEL, INC.                     DELTA AIR LINES, INC.

                                           /s/ Brenda A. Barnes   
--------------------------------           ------------------------------------
By:     Timothy G. Brier                   By:     Brenda Barnes
Title:  President                          Title:  Vice President - Pricing &
                                                   Revenue Management


PRICELINE.COM
INCORPORATED

----------------------
By:     Timothy G. Brier
Title:  Executive Vice President









[**] = Confidential treatment requested for redacted portion.


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<PAGE>

                                  SCHEDULE 3.1


<TABLE>
<CAPTION>

  Grandfathered Carriers                        Current Partner Agreements*
  ----------------------                        ---------------------------
<S>                                             <C>
      Aer Lingus
      Air France
    Air New Zealand
     America West
    Cathay Pacific
       Iberia
     Icelandair
     Lufthansa
  Malaysian Airlines
        SAS
  Singapore Airlines
        TWA
       Varig
   Virgin Atlantic
 South African Airways
</TABLE>

-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

     Carrier                                    Current Code-Share Partners*
   -----------                                  ----------------------------
<S>                                             <C>
Qantas

</TABLE>


*Delta and Priceline agree to cooperate in good faith to complete this schedule
within 60 days of the date hereof.

[**] = Confidential treatment requested for redacted portion.



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<PAGE>

                                  EXHIBIT 7.11

                   PRICELINE FIRST LOOK ALLOCATION METHODOLOGY






                                      [**]













[**] = Confidential treatment requested for redacted portion.



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