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Participation Warrant Agreement - priceline.com Inc. and American Airlines Inc.

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 THE WARRANT ISSUED PURSUANT TO THIS PARTICIPATION WARRANT AGREEMENT HAS NOT
 BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
 LAWS. IT MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR
 OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
 UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS UNLESS THE COMPANY HAS
 RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT
 SUCH REGISTRATION IS NOT REQUIRED TO EFFECTUATE SUCH TRANSACTION.

                      PARTICIPATION WARRANT AGREEMENT
                     To Purchase Shares of Common Stock
                       Dated as of November 17, 1999
                         PRICELINE.COM INCORPORATED
                           a Delaware Corporation


                                              Issue Date: November 17, 1999


 THIS CERTIFIES THAT, American Airlines, Inc. (the "Warrant Holder"), with a
 place of business at 4333Amon Carter Boulevard, Fort Worth, TX 76155, for
 value received, is entitled, upon the terms and subject to the conditions
 of this Participation Warrant Agreement (this "Warrant Agreement"), to
 subscribe for and purchase fully-paid and non-assessable shares of common
 stock, par value $.008 per share (the "Common Stock"), of priceline.com
 Incorporated, a Delaware corporation (the "Company").


      1.   Issuance of Warrants.  On the Issue Date, the Company will issue
 to the Warrant Holder warrants (the "Warrants") to acquire Five Million
 Five Hundred Thousand (5,500,000) shares of the Common Stock (the
 "Shares"), subject to adjustment as hereinafter provided pursuant to
 Section 10 herein.

      2.   Exercise Price.  The Warrants have an exercise price of $56.625
 per share (closing price as reported on NASDAQ on date of grant) of Common
 Stock, as adjusted pursuant to the provisions of Section 10 of this Warrant
 Agreement (the "Exercise Price").

      3.   Term.  The Warrants are fully vested on the Issue Date.  Except
 as otherwise provided herein, the term of the Warrants and the right to
 purchase Shares as granted herein shall be exercisable on the fifth (5th)
 anniversary of the Issue Date; provided, further, that if any of the
 Warrants first become exercisable on the fifth (5th) anniversary of the
 Issue Date, the Warrant Holder will have an additional six months
 thereafter to exercise its purchase rights in respect of those Warrants
 (the end of such five year period and additional six months, if applicable,
 being referred to herein as the "Termination Date").

      4.   Exercise Events.

           (a)  General.  Unless otherwise exercisable at an earlier date,
 in accordance with this Section 4, all of the Warrants shall be fully
 exercisable commencing of the fifth anniversary of the Issue Date.

           (b)  Early Exercise Rights.

                (i)   The Warrant Holder will have the right at any time
                      during the first Measuring Period (as defined in
                      Section 4(c) below), to exercise Warrants, subject to
                      adjustment as provided in Section 10 hereof, equal to
                      [**]% or [**]% of the Shares, as applicable, provided
                      that, except as otherwise provided in Sections
                      4(b)(iii) and 4(b)(iv) hereof, (i) the right to
                      exercise Warrants for [**]% of the Shares shall not
                      accrue unless and until the Company has, on an
                      aggregated basis during the first Measuring Period,
                      received at least $[**] million of Net Revenues (as
                      also defined in Section 4(c) below) from tickets sold
                      during such Measuring Period for travel on the
                      Warrant Holder, its subsidiaries and/or on the
                      Warrant Holder's code share partners using Warrant
                      Holder's code (collectively, "Warrant Holder and its
                      Code Share Partners"), and (ii) the right to exercise
                      Warrants for [**]% of the Shares shall not accrue
                      unless and until the Company has, on an aggregated
                      basis during the first Measuring Period, received at
                      least $[**] million of Net Revenues from tickets sold
                      during such Measuring Period for travel on the
                      Warrant Holder and its Code Share Partners.

                (ii)  The Warrant Holder will have the right at any time
                      during the second Measuring Period and all remaining
                      Measuring Periods thereafter, to exercise Warrants,
                      subject to adjustment as provided in Section 10
                      hereof, equal to [**]% or [**]% of the Shares, as
                      applicable, or such lesser percentage of the Shares
                      as shall constitute all of the remaining Shares not
                      then exercisable; provided that (i) the right to
                      exercise Warrants for [**]% of such Shares shall not
                      accrue unless and until the Company has, on an
                      aggregated basis during the applicable Measuring
                      Period, received at least $[**] million of Net
                      Revenues from tickets sold during such Measuring
                      Period for travel on the Warrant Holder and its Code
                      Share Partners, and (ii) the right to exercise
                      Warrants for [**]% of such Shares shall not accrue
                      unless and until the Company has, on an aggregated
                      basis during the applicable Measuring Period,
                      received at least $[**] million of Net Revenues from
                      tickets sold during such Measuring Period for travel
                      on the Warrant Holder and its Code Share Partners.

                (iii) Notwithstanding the Net Revenue benchmarks specified
                      in clauses (i) and (ii) of this Section 4(b) for the
                      early exercisability of Warrants, if, in any
                      Measuring Period, the Company fails to achieve the
                      minimum Net Revenues from ticket sales for travel on
                      Warrant Holder and its Code Share Partners necessary
                      to enable Warrant Holder to exercise Warrants for the
                      [**]% or [**]% portion of Shares that would otherwise
                      become exercisable if such benchmarks were achieved
                      during such Measuring Period, then, effective on the
                      last day of such Measuring Period and thereafter,
                      Warrant Holder (i) shall have the right to exercise
                      Warrants for the [**]% portion of Warrants that would
                      otherwise become exercisable upon achieving the
                      corresponding Net Revenue benchmark for such
                      Measuring Period, if Warrant Holders and its Code
                      Share Partners' percentage of the aggregate of all
                      ticket sale revenues (calculated using the same
                      methodology used to calculate Net Revenue hereunder)
                      received by the Company for U.S. originating O&D's
                      for such Measuring Period equals or exceeds [**]% of
                      Warrant Holder's Fair Share (as defined in Section
                      4(c) below)(the "[**]% Fair Share Threshold"), and (ii)
                      shall have the right to exercise Warrants for the [**]%
                      portion of Warrants that would otherwise become
                      exercisable upon achieving the corresponding Net
                      Revenue benchmark for such Measuring Period, if
                      Warrant Holder's and its Code Share Partners'
                      percentage of the aggregate of all ticket sale
                      revenues received by the Company for U.S. originating
                      O&D's for such Measuring Period equals or exceeds
                      [**]% of Warrant Holder's Fair Share (the "[**]% Fair
                      Share Threshold"). For purposes of determining
                      whether Warrant Holder achieves the [**]% Fair Share
                      Threshold and/or the [**]% Fair Share Threshold for
                      the first, and only the first, Measuring Period, the
                      parties shall calculate Warrant Holder's and its Code
                      Share Partners' percentage of the Company's ticket
                      sale revenues for U.S. originating O&D's for such
                      period based on either (i) their percentage of the
                      aggregate of all ticket sale revenues received by the
                      Company for ticket sales for U.S. originating O&D's
                      during the entire first Measuring Period, or (ii)
                      their percentage of the aggregate of all ticket sale
                      revenues received by the Company for ticket sales for
                      U.S. originating O&D's during the final six (6)
                      months of the First Measuring Period, whichever is
                      more favorable for the Warrant Holder.

                (iv)  In the event that the Company does not achieve the
                      $[**] million Net Revenue benchmark specified in
                      clauses (i) of this Section 4(b) and Warrant Holder
                      does not achieve the [**]% Fair Share Threshold
                      specified in clause (iii) of this Section 4(b) for
                      the early exercisability of Warrants for the first
                      Measuring Period, Warrant Holder shall have the right
                      upon completion of the first Measuring Period and
                      thereafter to exercise Warrants for the [**]% portion
                      of Warrants that would otherwise become exercisable
                      upon the Company's achieving the $[**] million Net
                      Revenue benchmark or Warrant Holder's achieving the
                      [**]% Fair Share Threshold for such Measuring Period,
                      if, during the entire term of the first Measuring
                      Period, Warrant Holder does not voluntarily
                      participate in any name- your-price airline ticket
                      service other than (i) the Company's and its
                      affiliates' airline ticket services and (ii) any
                      other name-your price airline ticket service with
                      which Warrant Holder was discussing participation
                      prior to the date of execution this agreement.

                (v)   In the event that the Company does not achieve the
                      $[**] million Net Revenue benchmark specified in
                      clause (ii) of this Section 4(b) and Warrant Holder
                      does not achieve the [**]% Fair Share Threshold
                      specified in clause (iii) of this Section 4(b) for
                      the early exercisability of Warrants for the second
                      Measuring Period, Warrant Holder shall have the right
                      upon completion of the second Measuring Period and
                      thereafter to exercise Warrants for [**]% of the [**]%
                      portion of the Warrants that would have otherwise
                      become exercisable upon the Company's achieving the
                      $[**] million Net Revenue benchmark or Warrant
                      Holder's achieving the [**]% Fair Share Threshold for
                      such Measuring Period, if, during the entire term of
                      the second Measuring Period, Warrant Holder does not
                      voluntarily participate in any name-your-price
                      airline ticket service other than (i) the Company's
                      and its affiliates' airline ticket services and (ii)
                      any other name-your price airline ticket service with
                      which Warrant Holder was discussing participation
                      prior to the date of execution this agreement.

                (vi)  In the event that the Company does not achieve the
                      $[**] million Net Revenue benchmark specified in
                      clause (ii) of this Section 4(b) and Warrant Holder
                      does not achieve the [**]% Fair Share Threshold
                      specified in clause (iii) of this Section 4(b) for
                      the early exercisability of Warrants for the third
                      Measuring Period, Warrant Holder shall have the right
                      upon completion of the third Measuring Period and
                      thereafter to exercise Warrants for [**]% of the [**]%
                      portion of the Warrants that would have otherwise
                      become exercisable upon the Company's achieving the
                      $[**] million Net Revenue benchmark or Warrant
                      Holder's achieving the [**]% Fair Share Threshold for
                      such Measuring Period, if, during the entire term of
                      the third Measuring Period, Warrant Holder does not
                      voluntarily participate in any name-your-price
                      airline ticket service other than (i) the Company's
                      and its affiliates' airline ticket services and (ii)
                      any other name-your price airline ticket service with
                      which Warrant Holder was discussing participation
                      prior to the date of execution this agreement.

           (c)  Measuring Periods and Net Revenue.

                (i)   As used in this Warrant Agreement, the term
                      "Measuring Period" shall mean a 12-month period, with
                      the first such Measuring Period commencing on the
                      Date the Warrant Holder first provides tickets for
                      sale by the Company (the "First Ticket Date").
                      Subsequent Measuring Periods will expire on the
                      second, third, fourth and fifth anniversary of the
                      First Ticket Date, respectively, except that the
                      fifth Measuring Period shall end on the fifth (5th)
                      anniversary of the Issue Date.

                (ii)  As used in this Warrant Agreement, the term "Net
                      Revenue" shall mean the total ticket revenue received
                      by the Company from tickets sold for travel on the
                      Warrant Holder and its Code Share Partners, net of
                      federal excise and segment taxes, passenger facility
                      charges and related fees. The parties acknowledge
                      that credit card processing fees, and any processing
                      fees or similar fees charged by the Company to the
                      consumer in connection with the sale of a ticket
                      shall not be included in the calculation of Net
                      Revenue.

                (iii) As used in this Warrant Agreement, the term "Fair
                      Share" shall mean Warrant Holder's domestic market
                      share calculated as a fraction, the numerator of
                      which shall be Warrant Holder's RPM's for U.S.
                      originating O&D's only, and the denominator of which
                      shall be the total RPM's for U.S. originating O&D's
                      only of all of the Company's participating airlines.

      5.   Exercise of Purchase Rights.

           (a)  Subject to the provisions of Section 4 of this Warrant
 Agreement, the purchase rights represented by this Warrant Agreement are
 exercisable by the Warrant Holder, in whole or in part, at any time, or
 from time to time during the period set forth in Section 3 above, by
 tendering to the Company at its principal office a duly completed and
 executed notice of exercise in the form attached hereto as Exhibit A (the
 "Notice of Exercise"), the Warrants and the Exercise Price.  Upon receipt
 of such items, the Company shall issue to the Warrant Holder a certificate
 for the number of shares of Common Stock purchased.  The Warrant Holder,
 upon exercise of the Warrants, shall be deemed to have become the holder of
 the Shares represented thereby (and such Shares shall be deemed to have
 been issued) immediately prior to the close of business on the date or
 dates upon which the Warrants are exercised.  In the event of any exercise
 of the rights represented by the Warrants, certificates for the Shares so
 purchased shall be delivered to the Warrant Holder or its designee as soon
 as practical and in any event within ten (10) business days after receipt
 of such notice and, unless the Warrants have been fully exercised or
 expired, new Warrants representing the remaining portion of the Warrants
 and the underlying Shares, if any, with respect to which this Warrant
 Agreement shall not then have been exercised shall also be issued to the
 Warrant Holder as soon as possible and in any event within such ten-day
 period.

           (b)  Net Issue Exercise.  Notwithstanding any provisions herein
 to the contrary, if the fair market value of one share of the Company's
 Common Stock is greater than the Exercise Price (at the date of calculation
 as set forth below), in lieu of exercising the Warrants for cash, the
 Warrant Holder may elect to receive shares equal to the value (as
 determined below) of the Warrants (or portion thereof being canceled) by
 surrender of the Warrants at the principal office of the Company together
 with the duly executed Notice of Exercise in which event the Company shall
 issue to the Warrant Holder a number of shares of Common Stock computed
 using the following formula:  X=Y(A-B)/ A WHERE X= the number of shares of
 Common Stock to be issued to the Warrant Holder; Y= the number of shares of
 the Common Stock purchasable under the Warrants or, if only a portion of
 the Warrants is being exercised, the portion of the Warrants being canceled
 (at the date of such calculation); A= the fair market value of one share of
 the Company's Common Stock (at the date of such calculation); and B=
 Exercise Price (at the date of such calculation).  For purposes of the
 above calculation, fair market value of one share of the Common Stock shall
 be equal to the closing trading price of the Company's Common Stock on the
 day immediately prior to the date the Notice of Exercise is tendered to the
 Company.

      6.   Reservation of Shares.  The Company will at all times have
 authorized and reserved a sufficient number of shares of Common Stock to
 provide for the exercise of the rights to purchase the Shares as provided
 in this Warrant Agreement.  All of the Shares shall be duly authorized and,
 when issued upon such exercise, shall be validly issued, fully paid and
 nonassessable, and free and clear of all preemptive rights.

      7.   No Fractional Shares.  No fractional shares or scrip representing
 fractional shares shall be issued upon the exercise of the Warrant Holder's
 rights to purchase the Shares.

      8.   No Rights as Shareholder.  This Warrant Agreement does not
 entitle the Warrant Holder to any voting rights or other rights as a
 shareholder of the Company prior to the exercise of the Warrant Holder's
 rights to purchase the Shares as provided for herein.

      9.   Redemption.  The Warrants represented by this Warrant Agreement
 are not redeemable by the Company.

      10.  Adjustment Rights.  The Exercise Price and the number of shares
 of Common Stock purchasable hereunder are subject to adjustment from time
 to time, as follows:

           (a)  Merger.  If at any time there shall be a merger or
 consolidation of the Company with or into another corporation when the
 Company is not the surviving corporation, then, as part of such merger or
 consolidation, lawful provision shall be made so that the holder of the
 Warrants evidenced hereby shall thereafter be entitled to receive upon
 exercise of rights herein granted, during the period specified herein and
 upon payment of the aggregate Exercise Price, the number of shares of stock
 or other securities or property of the successor corporation resulting from
 such merger or consolidation, to which a holder of the stock deliverable
 upon exercise of the rights granted in this Warrant Agreement would have
 been entitled in such merger or consolidation if such rights had been
 exercised immediately before such merger or consolidation.  In any such
 case, appropriate adjustment shall be made in the application of the
 provisions of this Warrant Agreement with respect to the rights and
 interests of the holder after the merger or consolidation.  The Company
 will not effect any such merger or consolidation unless, prior to the
 consummation thereof, the successor corporation shall assume, by written
 instrument reasonably satisfactory in form and substance to the Warrant
 Holder, the obligations of the Company under the Warrants.

           (b)  Reclassification, Etc.  If the Company at any time shall, by
 subdivision, combination or reclassification of securities or otherwise,
 change any of the securities as to which purchase rights under this Warrant
 Agreement exist into the same or a different number of securities of any
 other class or classes, this Warrant Agreement shall thereafter represent
 the right to acquire such number and kind of securities as would have been
 issuable as the result of such change with respect to the securities which
 were subject to the purchase rights under this Warrant Agreement
 immediately prior to such subdivision, combination, reclassification or
 other change.

           (c)  Split, Subdivision or Combination of Shares.  If the Company
 at any time shall split or subdivide its Common Stock, the Exercise Price
 shall be proportionately decreased and the number of Shares issuable
 pursuant to this Warrant Agreement shall be proportionately increased.  If
 the Company at any time shall combine or reverse split its Common Stock,
 the Exercise Price shall be proportionately increased and the number of
 Shares issuable pursuant to this Warrant Agreement shall be proportionately
 decreased.

           (d)  Stock Dividends.  If the Company at any time shall pay a
 dividend payable in Common Stock, then the Exercise Price shall be
 adjusted, from and after the date of determination of stockholders entitled
 to receive such dividend, to that price determined by multiplying the
 Exercise Price in effect immediately prior to such date of determination by
 a fraction (i) the numerator of which shall be the total number of shares
 of Common Stock outstanding immediately prior to such dividend and (ii) the
 denominator of which shall be the total number of shares of Common Stock
 outstanding immediately after such dividend.  The Warrant Holder shall
 thereafter be entitled to purchase, at the Exercise Price resulting from
 such adjustment, the number of shares of Common Stock (calculated to the
 nearest whole share) obtained by multiplying (i) the Exercise Price in
 effect immediately prior to such adjustment by (ii) the number of shares of
 Common Stock issuable upon the exercise hereof immediately prior to such
 adjustment and dividing the product thereof by the Exercise Price resulting
 from such adjustment.

           (e)  Other Changes.  If any change in the outstanding Common
 Stock of the Company or any other event occurs as to which the other
 provisions of this Section 10 are not strictly applicable or if strictly
 applicable, would not fairly protect the purchase rights of the Warrant
 Holder in accordance with such provisions, then the Board of Directors of
 the Company shall make an adjustment in the number of and class of shares
 available under the Warrants, the Exercise Price or the application of such
 provisions, so as to protect the purchase rights of the Warrant Holder.
 The adjustment shall be such as will give the Warrant Holder upon exercise
 for the same aggregate Exercise Price the total number, class and kind of
 shares or other property as the Warrant Holder would have owned had the
 Warrants been exercised prior to the event and had the Warrant Holder
 continued to hold such shares until after the event requiring adjustment.

           (f)  Notice of Adjustments; Notices.  Whenever the Exercise Price
 or number of shares purchasable hereunder shall be adjusted pursuant to
 Section 10 hereof, the Company shall issue a certificate signed by its
 Chief Executive Officer or Chief Financial Officer setting forth, in
 reasonable detail, the event requiring the adjustment, the amount of the
 adjustment, the method by which such adjustment was calculated and the
 Exercise Price and number of shares purchasable hereunder after giving
 effect to such adjustment, and shall cause a copy of such certificate to be
 mailed (by first class mail, postage prepaid) to the holder of this
 Warrant.  The Company shall give written notice to the Warrant Holder at
 least 10 days prior to the date on which the Company closes its books or
 takes a record for determining rights to receive any dividends or
 distributions.  The Company shall also give written notice to the Warrant
 Holder at least 30 business days prior to the date on which a merger or
 consolidation of the Company with or into another corporation when the
 Company is not the surviving corporation shall take place.

           (g)  No Change of Warrant Necessary.  Irrespective of any
 adjustment in the Exercise Price or in the number or kind of securities
 issuable upon exercise of the Warrant, unless the Warrant Holder otherwise
 requests, this Warrant Agreement may continue to express the same price and
 number and kind of shares of Common Stock as are stated in this Warrant
 Agreement as initially executed.

      11.  Representations and Warranties of the Warrant Holder.

      The Warrant Holder hereby represents and warrants to the Company as
 follows:

           (a)  Existence and Power.  The Warrant Holder is a (i) is a
 corporation duly organized, validly existing and in good standing under the
 laws of the jurisdiction of its incorporation and (ii) has the corporate
 power and authority to execute, deliver and perform its obligations under
 this Warrant Agreement.

           (b)  Authorization; No Contravention.  The execution, delivery
 and performance by the Warrant Holder of this Warrant Agreement and the
 transactions contemplated hereby (i) have been duly authorized by all
 necessary corporate action of the Warrant Holder and (ii) do not contravene
 the terms of the Certificate of Incorporation or By-laws of the Warrant
 Holder, each as amended as of and through the Issue Date.

           (c)  Governmental Authorization; Third Party Consents.  No
 approval, consent, compliance, exemption or authorization of any
 governmental authority or agency, or of any other person or entity, is
 necessary or required in connection with the execution, delivery or
 performance by, or enforcement against, the Warrant Holder of this Warrant
 Agreement or the transactions contemplated hereby.

           (d)  Binding Effect.  This Warrant Agreement has been duly
 executed and delivered by the Warrant Holder and constitutes the valid and
 binding obligations of the Warrant Holder, enforceable against it in
 accordance with its terms, except as enforceability may be limited by
 applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or
 transfer, moratorium or similar laws affecting the enforcement of
 creditors' rights generally or by equitable principles relating to
 enforceability (regardless of whether considered in a proceeding at law or
 in equity).

           (e)  Purchase for Own Account.  The Warrants issued to the
 Warrant Holder pursuant to this Warrant Agreement, and the Shares to be
 issued upon vesting and exercise thereof, are being or will be acquired for
 the Warrant Holder's own account and with no intention of distributing or
 reselling such securities or any part thereof in any transaction that would
 be in violation of the securities laws of the United States of America, or
 any state.

           (f)  Restricted Securities.  The Warrant Holder understands that
 the Warrants and the Shares issuable upon vesting and exercise of the
 Warrants, will not be registered at the time of their issuance under the
 Securities Act for the reason that the sale provided for in this Agreement
 is exempt pursuant to Section 4(2) of the Securities Act and that reliance
 of the Company on such exemption is predicated in part on such Warrant
 Holder's representations set forth herein.  The Warrant Holder represents
 that it is experienced in evaluating companies such as the Company, has
 such knowledge and experience in financial and business matters as to be
 capable of evaluating the merits and risks of its investment and has the
 ability to suffer the total loss of the investment.  The Warrant Holder
 further represents that it has had the opportunity to ask questions of and
 receive answers from the Company concerning the terms and conditions of the
 Warrants, the business of the Company, and to obtain additional information
 to such Warrant Holder's satisfaction.

           (g)  Accredited Investor.  The Warrant Holder is an "Accredited
 Investor" within the meaning of Rule 501 of Regulation D under the
 Securities Act, as presently in effect.

      12.  Compliance with Securities Act; Transferability of Warrant or
 Shares of Common Stock.

           (a)  Compliance with Securities Act.  The Warrant Holder, by
 acceptance hereof, agrees that the Warrants, and the shares of Common Stock
 to be issued upon exercise of the Warrants, are being acquired for
 investment and that such Warrant Holder will not offer, sell or otherwise
 dispose of the Warrants, or any shares of Common Stock to be issued upon
 exercise of the Warrants except under circumstances which will not result
 in a violation of the Securities Act of 1933, as amended (the "Securities
 Act"), or any applicable state securities laws.  The Warrants and all
 shares of Common Stock issued upon exercise of the Warrants (unless
 registered under) the Securities Act and any applicable state securities
 laws) shall be stamped or imprinted with a legend in substantially the
 following form:

           "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
           SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
           SECURITIES LAW.  THEY MAY NOT BE SOLD OR OFFERED FOR
           SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN
           THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
           RELATED THERETO UNDER SAID ACT AND APPLICABLE STATE
           SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN
           OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT
           REQUIRED TO EFFECTUATE SUCH TRANSACTION."

           (b)  Exchange, Transfer, Assignment.  The Warrants cannot be
 exchanged, transferred or assigned otherwise than in accordance with
 applicable law. Upon compliance with applicable law and surrender of the
 Warrants to the Company with the Assignment Form annexed hereto as Exhibit
 B duly executed, and funds sufficient to pay any transfer tax, the Company
 shall, without charge, execute and deliver a new Warrant Agreement in the
 name of the heir, devisee or assignee named in such instrument of
 assignment and this Warrant Agreement shall promptly be canceled.  Subject
 to the terms hereof, the Warrants may be assigned in whole or in part.

      13.  Restricted Securities.  The Warrant Holder understands that the
 Warrants and the Shares issuable upon vesting and exercise of the Warrants,
 will not be registered at the time of their issuance under the Securities
 Act for the reason that the sale provided for in this Agreement is exempt
 pursuant to Section 4(2) of the Securities Act based on the representations
 of the warrant Holder set forth herein.  The Warrant Holder represents that
 it is experienced in evaluating companies such as the Company, has such
 knowledge and experience in financial and business matters as to be capable
 of evaluating the merits and risks of its investment and has the ability to
 suffer the total loss of the investment.  The Warrant Holder further
 represents that it has had the opportunity to ask questions of and receive
 answers from the Company concerning the terms and conditions of the
 Warrants, the business of the Company, and to obtain additional information
 to such Warrant Holder's satisfaction.  The Warrant Holder is an
 "Accredited Investor" within the meaning of Rule 501 of Regulation D under
 the Securities Act, as presently in effect.

      14.  Registration Rights. Upon the parties' execution of this Warrant
 Agreement and the Acknowledgment and Agreement to the Amended and Restated
 Registration Rights Agreement attached hereto as Exhibit C, Warrant Holder
 shall be made a party to that certain Amended and Restated Registration
 Rights Agreement, dated as of December 8, 1998, by and among the Company,
 the stockholders of the Company named therein and such other stockholders
 and warrant holders of the Company made a party thereto.  In addition,
 within 30 days of the execution of this Warrant Agreement, the Company
 agrees to enter into an agreement with Warrant Holder, in form and
 substance reasonably satisfactory to Warrant Holder, which shall grant
 Warrant Holder the right to transfer its registration rights pursuant to
 such Amended and Restated Registration Rights Agreement dated as of
 December 8, 1998 to any assignee or assignees of all or any part of this
 Warrant or the Shares issuable upon exercise hereof, which assignees, upon
 their execution and delivery of an Acknowledgment and Agreement to the
 Amended and Restated Registration Rights Agreement substantially in the
 form of Exhibit C hereto (with appropriate changes therein) shall each have
 all the rights and obligations of a Demand Stockholder (as defined in such
 Agreement) under such Agreement; provided that no registration statement
 with respect to less than a minimum of 250,000 Shares shall be required to
 be effected by the Company thereunder for the benefit of any such assignee.

      15.  Miscellaneous.

           (a)  No Consequential Damages.  No party hereto shall be entitled
 to consequential damages as a result of any breach of a covenant,
 representation or warranty contained herein.

           (b)  Notices.  All notices, demands and other communications
 provided for or permitted hereunder shall be made in writing and shall be
 by registered or certified first-class mail, return receipt requested,
 telecopier, courier service or personal delivery:

                (i)  if to the Company, to:
                     priceline.com Incorporated
                     Five High Ridge Park
                     Stamford, CT 06905
                     Telecopy:  (203) 595-8345
                     Attention:  Melissa M. Taub, Esq.

                and to:

                     Skadden, Arps, Slate, Meagher, & Flom, L.L.P.
                     One Rodney Square
                     Wilmington, DE  19801
                     Telecopy:  (302) 651-3001
                     Attention:  Patricia Moran Chuff, Esq.

                (ii) if to the Warrant Holder, to:
                     American Airlines, Inc.
                     4333 Amon Carter Boulevard
                     Fort Worth, TX  76155
                     Attention: Craig Kreeger
                     Title:Vice President & General Sales Manager
                     Phone:    817-972-2742
                     Fax: 972-425-7697

                and to:

                     American Airlines, Inc.
                     4333 Amon Carter Boulevard
                     Fort Worth, TX  76155
                     Telephone: 817-967-1254
                     Telecopy:  817-967-4313
                     Attention:  Corporate Secretary

           (c)  All such notices and communications shall be deemed to have
 been duly given when delivered by hand, if personally delivered; when
 delivered by courier, if delivered by commercial courier service; five (5)
 business days after being deposited in the mail, postage prepaid, if
 mailed; and when receipt is mechanically acknowledged, if telecopied.

           (d)  Successors and Assigns; Third Party Beneficiaries.  This
 Agreement shall inure to the benefit of and be binding upon the successors
 and permitted assigns of the parties hereto. No person, other than the
 parties hereto and their successors and permitted assigns, is intended to
 be a beneficiary of this Agreement.

           (e)  Amendment and Waiver.

                (i)   No failure or delay on the part of the Company, or
                      the Warrant Holder in exercising any right, power or
                      remedy hereunder shall operate as a waiver thereof,
                      nor shall any single or partial exercise of any such
                      right, power or remedy preclude any other or further
                      exercise thereof or the exercise of any other right,
                      power or remedy. The remedies provided for herein are
                      cumulative and are not exclusive of any remedies that
                      may be available to the Company and the Warrant
                      Holder at law, in equity or otherwise.

                (ii)  Any amendment, supplement or modification of or to
                      any provision of this Warrant Agreement, any waiver
                      of any provision of this Warrant Agreement, and any
                      consent to any departure by the Company or the
                      Warrant Holder from the terms of any provision of
                      this Agreement, shall be effective only if it is made
                      or given in writing and signed by the Company and the
                      Warrant Holder.

           (f)  Counterparts.  This Warrant Agreement may be executed in any
 number of counterparts and by the parties hereto in separate counterparts,
 each of which when so executed shall be deemed to be an original and all of
 which taken together shall constitute one and the same agreement.

           (g)  Headings.  The headings in this Warrant Agreement are for
 convenience of reference only and shall not limit or otherwise affect the
 meaning hereof.

           (h)  GOVERNING LAW.  THIS WARRANT AGREEMENT SHALL BE GOVERNED BY
 AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
 REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF ANY JURISDICTION.

           (i)  Severability.  If any one or more of the provisions
 contained herein, or the application thereof in any circumstance, is held
 invalid, illegal or unenforceable in any respect for any reason, the
 validity, legality and enforceability of any such provision in every other
 respect and of the remaining provisions hereof shall not be in any way
 impaired, unless the provisions held invalid, illegal or unenforceable
 shall substantially impair the benefits of the remaining provisions hereof.

           (j)  Entire Agreement.  This Warrant Agreement, together with the
 exhibits hereto is intended by the parties as a final expression of their
 agreement and intended to be a complete and exclusive statement of the
 agreement and understanding of the parties hereto in respect of the subject
 matter contained herein.  This Warrant Agreement, together with the
 exhibits hereto, supersedes all prior agreements and understandings between
 the parties with respect to such subject matter.

           (k)  Publicity.  Except as may be required by law, none of the
 parties hereto shall issue a publicity release or public announcement or
 otherwise make any disclosure concerning this Warrant Agreement or the
 transactions contemplated hereby, without prior approval by the other party
 (which approval shall not be unreasonably withheld); provided, however,
 that nothing in this Warrant Agreement shall restrict the Warrant Holder
 from disclosing information (a)that is already publicly available and (b)
 to its attorneys, accountants, consultants and other advisors to the extent
 necessary to obtain their services in connection with the Warrant Holder's
 investment or participation in the Company.  If any announcement is
 required by law to be made by any party hereto concerning this Warrant
 Agreement or the transactions contemplated hereby, prior to making such
 announcement such party will deliver a draft of such announcement to the
 other parties and shall give the other parties an opportunity to comment
 thereon.

           (l)  Charges; Taxes and Expenses.  Issuance of certificates for
 shares upon the exercise of the Warrants shall be made without charge to
 the Warrant Holder for any issue or transfer tax or other incidental
 expense in respect of the issuance of such certificates, all of which taxes
 and expenses shall be paid by the Company.

           (m)  Saturdays, Sundays, Holidays, Etc.  If the last or appointed
 day for the taking of any action or the expiration of any right required or
 granted herein shall be a Saturday, Sunday or a legal holiday, then such
 action may be taken or such right may be exercised on the next succeeding
 day not a Saturday, Sunday or a legal holiday.

           (n)  Lost Warrants.  The Company covenants to the Warrant Holder
 that, upon receipt of evidence reasonably satisfactory to the Company of
 the loss, theft, destruction or mutilation of this Warrant Agreement and,
 in the case of any such loss, theft or destruction, upon receipt of an
 indemnity reasonably satisfactory to the Company, or in the case of any
 such mutilation, upon surrender and cancellation of this Warrant Agreement,
 the Company will make and deliver a new Warrant Agreement of like tenor, in
 lieu of the lost, stolen, destroyed or mutilated document.

           (o)  Further Assurances.  Each of the parties shall execute such
 documents and perform such further acts (including, without limitation,
 obtaining any consents, exemptions, authorizations or other actions by, or
 giving any notices to, or making any filings with, any governmental
 authority or any other person, and otherwise fulfilling, or causing the
 fulfillment of, the various obligations made herein), as may be reasonably
 required or desirable to carry out or to perform the provisions of this
 Warrant Agreement and to consummate and make effective as promptly as
 possible the transactions contemplated by this Warrant Agreement.


 IN WITNESS WHEREOF, this Warrant Agreement has been duly executed and
 delivered by the authorized officers of each of the undersigned.


                               PRICELINE.COM INCORPORATED


                               By: _____________________________
                                   Name:
                                   Title:


                               AMERICAN AIRLINES, INC.


                               By: _____________________________
                                   Name:
                                   Title:



 EXHIBIT A


 NOTICE OF EXERCISE



 To:  priceline.com Incorporated


           1.   ___  The undersigned hereby elects to purchase __________
 shares of the Common Stock of priceline.com Incorporated pursuant to the
 terms of the Participation Warrant Agreement, dated as of __________, 1999,
 by and between priceline.com Incorporated and the undersigned (the
 "Warrant Agreement"), and tenders herewith payment of the purchase price
 of such shares in full.

                ___  The undersigned hereby elects to convert ___________
 percent (____%) of the value of the Warrants pursuant to the provisions of
 Section 5(b) of the Warrant Agreement.

           2.   Please issue a certificate or certificates representing said
 shares in the name of the undersigned.


                                     AMERICAN AIRLINES, INC.


                                     By: ________________________________

                                     ____________________________________
                                     (Print Name of Signatory)

                                     ____________________________________
                                     (Title of Signatory)


 Date: __________________





 EXHIBIT B


 ASSIGNMENT FORM

 TO:  priceline.com Incorporated

 The undersigned hereby assigns and transfers unto _________________________
 of ________________________________________________________________________
              (Please typewrite or print in block letters)
 the right to purchase ____________ shares of the common stock of
 priceline.com Incorporated subject to the Participation Warrant Agreement,
 dated as of ________________, 1999, by and between priceline.com
 Incorporated and the undersigned (the "Warrant Agreement").

 This assignment complies with the provisions of Section 12(b) of the
 Warrant Agreement and is accompanied by funds sufficient to pay all
 applicable transfer taxes.


                                     AMERICAN AIRLINES, INC.


                                     By: ________________________________

                                     ____________________________________
                                     (Print Name of Signatory)

                                     ____________________________________
                                     (Title of Signatory)


 Date: __________________





 EXHIBIT C


 ACKNOWLEDGMENT AND AGREEMENT
 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

      WHEREAS, pursuant to a Participation Warrant Agreement, the
 undersigned received a warrant to purchase 5,500,000 shares of common
 stock, par value $.008 per share (the "Shares"), of priceline.com
 Incorporated, a Delaware corporation (the "Company"); and

      WHEREAS, the undersigned wishes to receive certain registration
 rights with respect to such Shares; and

      WHEREAS, the undersigned has reviewed a copy of that certain Amended
 and Restated Registration Rights Agreement, dated as of December 8, 1998
 (the "Agreement"), among the Company, General Atlantic Partners 48, L.P.,
 GAP Coinvestment Partners, L.P., General Atlantic Partners 50, L.P. and the
 stockholders named therein and has been given a copy of the Agreement and
 afforded ample opportunity to read and to have counsel review it, and the
 undersigned is thoroughly familiar with its terms.

      NOW, THEREFORE, in consideration of the mutual premises contained
 herein and in the Agreement and for other good and valuable consideration,
 the receipt and sufficiency of which is hereby acknowledged, the
 undersigned hereby acknowledges and agrees that (i) the undersigned has
 been given a copy of the Agreement and afforded ample opportunity to read
 and to have counsel review it, and the undersigned is thoroughly familiar
 with its terms, (ii) the Shares are subject to terms and conditions set
 forth in the Agreement, (iii) the undersigned does hereby agree fully to be
 bound by the Agreement as a "Demand Stockholder" (as therein defined), and
 upon the execution and delivery of this Acknowledgment and Agreement by the
 Company, the undersigned shall have all the rights and obligations under
 the Agreement as a Demand Stockholder, and (iv) the undersigned does hereby
 name _________________to serve as their representative under the Agreement.

      This 17th day of November, 1999.


 Acknowledged and agreed:

 PRICELINE.COM INCORPORATED                  AMERICAN AIRLINES, INC.


 By: ______________________________          By: __________________________
    Name:                                        Name:
    Title:                                       Title: