Promissory Note [Amendment] - priceline.com Inc. and Daniel H. Schulman
AMENDMENT TO PROMISSORY NOTE
The undersigned, Daniel H. Schulman hereby agrees that the
Promissory Note dated July 2, 1999, issued by me to priceline.com
Incorporated is hereby amended by adding a new paragraph after the fourth
paragraph thereof reading in full as follows:
"The Borrower shall be obligated to prepay this Note in whole,
plus accrued interest, on the date 30 days following termination of
Borrower's employment by the Company for "Cause" or by the Borrower
voluntarily without "Good Reason".
IN WITNESS WHEREOF, I have signed this Amendment to Promissory
Note on March 28, 2000.
__________________________
Daniel H. Schulman