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Airline Participation Agreement - priceline.com LLC, PriceLine Travel Inc. and Trans World Airlines Inc.

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                         AIRLINE PARTICIPATION AGREEMENT
                         -------------------------------

THIS AGREEMENT (this "AGREEMENT"), dated April __, 1998, is by and among
priceline.com LLC, a Delaware limited liability company with an address at 5
High Ridge Park, Stamford, Connecticut 06905 ("PRICELINE.COM LLC"), PriceLine
Travel, Inc., a Delaware corporation with an address at 5 High Ridge Park,
Stamford, Connecticut 06905 ("PRICELINE TRAVEL" and, together with priceline.com
LLC, being collectively referred to herein as "PRICELINE"), and Trans World
Airlines, Inc., a Delaware corporation having a principal place of business at
One City Centre, 515 North 6th Street, St. Louis, Missouri 63101 (the
"AIRLINE").

                             PRELIMINARY STATEMENT:

PriceLine provides an electronic service via the internet that allows consumers
to purchase airline tickets at an offer price determined by the consumer (the
"PRICELINE SERVICE"). The consumer identifies the departure and return dates for
travel and the price the consumer is willing to pay for the fare. PriceLine then
determines if appropriate seats are available. If appropriate seats are
available, PriceLine Travel will issue a ticket on the applicable carrier.

The Airline desires to participate in the PriceLine Service and, in connection
therewith, will provide access to the Airline's inventory at pricing for the
origin and destination pairs (each, an "O&D") identified by the Airline in
accordance with the terms and conditions set forth in this Agreement.

PriceLine desires to include the Airline as a participating carrier in the
PriceLine Service and to have access to such inventory in accordance with the
terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements set forth in
this Agreement, the parties agree as follows:

I.     TERMS AND CONDITIONS RELATING TO AIRLINE TICKETS
       ------------------------------------------------

       1.     The Airline shall make available to PriceLine inventory at
              pricing for O&Ds identified by the Airline (a "PriceLine Fare")
              in accordance with the terms and conditions set forth in this
              Agreement. It is expressly understood and agreed that the
              Airline makes no commitment, whatsoever, regarding the number of
              such O&Ds or the level of specific pricing except that such will
              be communicated by the Airline to PriceLine under the procedures


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              identified in ATTACHMENT A, "PriceLine Availability, Pricing &
              Ticketing Procedures", annexed hereto and made a part hereof.

       2.     The Airline acknowledges and agrees that all tickets issued by
              PriceLine on behalf of the Airline as contemplated by this
              Agreement (each, a "PRICELINE TICKET") shall be subject to the
              following restrictions:

              (a)     All PriceLine Tickets will be non-refundable,
                      non-endorsable and non-changeable, except as
                      otherwise required and/or authorized by the Airline
                      under Paragraph I.5 below;

              (b)     All travel will be round-trip with no stopovers or
                      open-jaw travel permitted; and

              (c)     Frequent Flyer mileage and upgrades will not be permitted.

              The above restrictions will be communicated by PriceLine to
              the consumer via the internet and will be set forth on
              ticketing and/or itinerary documentation issued by PriceLine
              Travel.

       3.     All tickets issued under the terms of this Agreement will be
              issued by PriceLine Travel (Agency ARC: 07-50854-6).  PriceLine
              Travel will act as the agent of the Airline pursuant to the
              Airlines Reporting Corporation Industry Agents Handbook and
              Supplements, as established and in effect from time to time by
              the Airline Reporting Corporation ("ARC"), and the TWA
              Supplemental ARC Agency Reporting Agreement thereto
              (collectively, the "ARC DOCUMENTS").  The Airline will provide
              PriceLine Travel with a copy of the TWA Supplemental ARC Agency
              Reporting Agreement concurrently with PriceLine Travel's
              execution of this Agreement.  In addition, priceline.com LLC
              will act as the agent of the Airline in the performance of its
              obligations as contemplated by this Agreement.

       4.     PriceLine Travel will issue tickets on the routes of the Airline
              (but not on Trans World Express) and will be subject to the
              ticketing, availability rules, conditions of carriage and fare
              rules as identified and communicated per the procedures
              identified on ATTACHMENT A.  PriceLine will determine the price
              at which tickets are sold based on offers received under the
              PriceLine Service.  PriceLine will remit to the Airline, using
              standard ARC reporting procedures, the Airline's fares, fees and
              associated taxes for tickets issued by PriceLine on the routes
              of the Airline.  The Airline will audit all tickets issued by
              PriceLine on the routes of the Airline and establish debit memos
              as appropriate.  All audits conducted by the Airline will be in
              compliance


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              with the ARC Documents but the Airline is not precluded from
              applying any other audit policies or practices.

       5.     The Airline will provide transportation for PriceLine customers
              in accordance with its general conditions for carriage except as
              noted in Paragraph I.2 above and any special handling procedures
              as noted in ATTACHMENT B, "Special Handling Procedures", annexed
              hereto and made a part hereof.

              PriceLine will provide customers with access to a telephone
              service center that will respond to any consumer questions and
              issues pertaining to special handling requirements for PriceLine
              Tickets including processing any customer handling requirements
              as identified and authorized by the Airline in ATTACHMENT B
              HERETO.

       6.     All inquiries (including, without limitation, requests for
              PriceLine Ticket refunds and credit card charges), received by
              the Airline from actual or potential purchasers of PriceLine
              Tickets will be referred to PriceLine's designated customer
              service representatives for resolution. The Airline and
              PriceLine agree to mutually resolve customer issues that remain
              if PriceLine is unable to conclude the matter.

II.    CONFIDENTIALITY AND RELATED MATTERS

       1.     PriceLine and the Airline will each hold in confidence and,
              without the prior written consent of the other, will not
              reproduce, distribute, transmit, transfer or disclose, directly
              or indirectly, in any form, by any means or for any purpose, any
              Confidential Information of the other.  As used herein, the term
              "CONFIDENTIAL INFORMATION" shall mean this Agreement and its
              subject matter, and information that is provided to or obtained
              from one party to the other party and that is valuable to the
              disclosing party, and particularly any information which derives
              economic value, actual or potential, from not being generally
              known to, and not generally ascertainable by proper means by,
              other persons who can obtain economic value from its disclosure
              or use.  The recipient of Confidential Information may only
              disclose such information to its employees on a need-to-know
              basis and as necessary for the performance of the recipient's
              obligations under this Agreement.  The obligations of a
              recipient party with respect to Confidential Information shall
              remain in effect during and after the term of this Agreement
              (including any renewals or extensions hereof) except to the
              extent necessary to comply with applicable law or the order or
              other legal process of any court, governmental or similar
              authority having jurisdiction over the recipient.


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                                                                               4


       2.     The recipient of Confidential Information will exercise
              reasonable commercial care in protecting the confidentiality of
              the other party's Confidential Information.

       3.     PriceLine will not identify the Airline's participation in any
              specific O&D until a customer is booked and confirmed for
              ticketing.  Further, PriceLine will not, in any media, indicate
              that the Airline is participating or has participated in any
              specific O&D except to indicate that a PriceLine customer must
              accept a routing on one of the major full service airlines or,
              in the case of international travel on one of the major
              international airlines, available through the PriceLine Service.
              The Airline may be identified, as appropriate, in such case and
              for definitional purposes, as one of the major U.S. full service
              airlines or major international airlines.

III.   REPORTING

       1.     PriceLine will provide the Airline with MIS reports, as
              developed and available, providing (i) access to information
              concerning each ticket issued by PriceLine Travel on the
              Airline; (ii) aggregate information (i.e. non airline specific)
              for all tickets issued by PriceLine Travel in each O&D that the
              Airline participates in by providing a PriceLine Fare; and (iii)
              aggregate information for all PriceLine offers not ticketed in
              each O&D that the Airline participates in by providing a
              PriceLine Fare.  PriceLine will use reasonable commercial
              efforts to provide the Airline, not later than ninety (90) days
              after public launch of the PriceLine Service, with secured
              Intranet access to the information described in this Paragraph
              III.1 through a PriceLine Intranet site for Airline queries. 
              PriceLine will provide the Airline a user identification number
              and password for this purpose.

       2.     PriceLine will provide to the Airline the methodology for
              selecting a carrier in processing customer offers and the
              supporting application source code. This methodology may be
              modified or adjusted from time to time by PriceLine. PriceLine
              will use its best efforts to provide, in writing, any
              modifications or adjustments to the methodology then in effect
              within 5 (five) business days of any such modification or
              adjustment.

       3.     PriceLine will provide to the Airline an annual statement by
              PriceLine's independent accounting firm or other qualified
              third-party concerning PriceLine's compliance with all reporting
              and processing procedures in effect from time to time.


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                                                                               5


IV.    TERM OF AGREEMENT

       1.     This Agreement will commence on the date set forth on the
              first page of this Agreement and may be terminated by the
              Airline or PriceLine upon thirty (30) days prior written
              notice to the other party. The obligations of the parties
              under Paragraphs II and V of this Agreement shall indefinitely
              survive the expiration or termination of this Agreement.

       2.     In the event of written notice of termination of this
              Agreement in accordance with the terms of Paragraph IV.1
              above, all PriceLine Tickets issued prior to the effective
              date of termination specified in such notice will be accepted
              by the Airline under the terms of this Agreement.

V.     INDEMNIFICATION

       1.     PriceLine Travel and priceline.com LLC will jointly and
              severally indemnify, defend and hold harmless the Airline, its
              officers, directors, employees and agents, from and against
              all damages, losses and causes of action including, without
              limitation, damage to property or bodily injury, to the extent
              caused by priceline.com LLC's or PriceLine Travel's breach of
              this Agreement or by the negligence or willful acts of such
              party or any of their respective employees.

       2.     The Airline will indemnify, defend and hold harmless
              PriceLine, its officers, directors, employees and agents from
              and against all damages, losses and causes of action
              including, without limitation, damage to property or bodily
              injury, to the extent caused by the Airline's breach of this
              Agreement or by the negligence or willful acts of the Airline
              or any of its employees.

VI.    MILLENNIA CAPABILITY; PRICELINE SYSTEM

       1.     PriceLine hereby warrants to the Airline that its electronic
              systems and related software are Millennia Capable; provided,
              however, that such warranty shall not extend to the systems and
              related software owned or controlled by a third party vendor. 
              For purposes of this Agreement, Millennia Capable shall mean the
              ability and capability to avoid errors in processing arising
              from dates occurring on and after the year 2000 (including such
              errors as may occur on, before and after the year 2000).  The
              Airline acknowledges and agrees that the performance of
              PriceLine's obligations hereunder may be adversely affected in
              the event that problems relating to the systems, software or
              processes of third party vendors utilized


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              by PriceLine are not Millennia Capable.  In such case, PriceLine
              will not have any liability hereunder, or any obligation to
              correct or otherwise rectify such problems.  Further, the
              existence of such problems, if any, will not constitute a breach
              of PriceLine's obligations under this Agreement.

       2.     PriceLine will use reasonable commercial efforts to ensure that
              all data, software and related systems necessary for the
              operation of the PriceLine Service are adequately maintained and
              are accessible at all times relevant to this Agreement. All
              data, software and related systems necessary for the operation
              of the PriceLine Service are fully redundant, are updated for
              security purposes and are firewall protected.

VII.   GENERAL PROVISIONS

       1.     No waiver or breach of any of the provisions of this Agreement
              shall be construed as a waiver of any succeeding breach of the
              same or any other provision.

       2.     If any paragraph, sentence or clause of this Agreement shall be
              adjudged illegal, invalid or unenforceable, such illegality,
              invalidity or unenforceability shall not affect the legality,
              validity or enforceability of this Agreement as a whole or of
              any paragraph, sentence or clause hereof not so adjudged.

       3.     Any notice required or permitted hereunder shall be deemed
              sufficient if given in writing and delivered personally, by
              facsimile transmission, by reputable overnight courier service
              or United States mail, postage prepaid, to the addresses shown
              below or to such other addresses as are specified by similar
              notice, and shall be deemed received upon personal delivery,
              upon confirmed facsimile receipt, two (2) days following deposit
              with such courier service, or three (3) days from deposit in the
              United States mail, in each case as herein provided:


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                                                                               7


              If to PriceLine Travel or to     If to the Airline:
              priceline.com LLC:

              Priceline.com LLC                Trans World Airlines, Inc.
              5 High Ridge Park                One City Centre
              Stamford, CT 06905               515 North 6th Street
                                               St. Louis, Missouri 63101

              Attention:  Timothy Brier        Attention:  Joseph R. Vilmain
              Phone:    203-705-3087           Phone:_______________________
              Fax:      203-595-8343           Fax:_________________________

              A party may change its address and the name of its designated
              recipient of copies of notices for purposes of this Agreement by
              giving the other parties written notice of the new name and the
              address, phone and facsimile number of its designated recipient
              in accordance with this Paragraph VI.3.

       4.     This Agreement and the Attachments hereto, together with the ARC
              Documents, supersede and replace all previous understandings or
              agreements, whether oral or written, with respect to the subject
              matter hereof. In the event that any provision or provisions of
              the ARC Documents are contrary to or inconsistent with any term
              or provision of this Agreement or any Attachment hereto, the
              terms of this Agreement or such Attachment shall control.

       5.     This Agreement may be amended or modified only by a written
              amendment executed by each of the parties.

       6.     The formation, construction, performance and validity of this
              Agreement shall be governed by the internal laws of the State of
              New York.

       7.     This Agreement may be executed in counterparts, each of which
              shall be deemed an original, and together, shall constitute one
              and the same instrument.

       8.     No party will in any manner or by any device, either directly or
              indirectly, act in violation of any applicable law, governmental
              order or regulation including the provisions of the Airline's
              tariffs (except where such tariffs are specifically amended by
              Airline, under the terms of this Agreement) and PriceLine
              Travel's appointment or provision for the conduct of business as
              established by ARC.


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                                                                               8


       9.     PriceLine agrees to notify the Airline promptly, in writing, in
              the event there is a change of control in the ownership of
              PriceLine Travel or priceline.com LLC.

       IN WITNESS WHEREOF, the parties have executed and delivered this
       Agreement on the date indicated above.


PRICELINE TRAVEL, INC.                    TRANS WORLD AIRLINES, INC.


-------------------------------------     --------------------------------------
By: Timothy Brier, President              By: Joseph R. Vilmain, Vice President
                                          Sales and Reservations


PRICELINE.COM LLC


-------------------------------------
By: Timothy Brier, Executive Vice
    President


<PAGE>

                                                                    ATTACHMENT A


             PRICELINE AVAILABILITY, PRICING & TICKETING PROCEDURES

1.     The Airline will provide PriceLine with access to the Airline's seat
       inventory in accordance with specific fares and rules, filed by the
       Airline directly into its designated CRS, for use by PriceLine in the
       sale of airline tickets in accordance with the terms and conditions of
       this Agreement. All PriceLine Fares filed by the Airline into its
       designated CRS for use by PriceLine as herein provided will be deemed
       fully guaranteed by the Airline.

2.     The PriceLine Fares that are filed by the Airline for use by PriceLine
       are fares that are not commissionable and domestic PriceLine Fares are
       inclusive of the then applicable U.S.
       transportation tax, if applicable.

       (a) All PriceLine Fares are exclusive of any domestic federal segment
       taxes, and any domestic or international fuel, departure, arrival,
       passenger facility, airport, terminal and/or security taxes, fees or
       surcharges which, when applicable, must be added to the fare collected
       from the passenger and shown on the PriceLine Ticket.

3.     PriceLine Tickets will be issued on standard ARC traffic documents and
       will be validated with the Airline's validation. The passenger and
       flight coupon will show "bulk" for the fare and will include all
       additional collections as noted in Paragraph 2 of this Attachment A.
       The auditor's coupon will show the fare as authorized by the Airline
       plus applicable taxes, fees and surcharges. PriceLine Travel will be
       the merchant of record and all tickets and payments will be settled
       between PriceLine and the Airline through ARC as a cash sale unless
       otherwise authorized by the Airline.

       (a) Promptly following the launch date of the PriceLine Service,
       PriceLine will provide the Airline with either a performance bond or an
       irrevocable letter of credit in the amount of $50,000. Such bond or
       letter of credit shall be in a form reasonably acceptable to the
       Airline, payable to the Airline on demand, and valid until all of
       PriceLine's payment obligations in respect of PriceLine Tickets sold
       have been fulfilled. Any letter of credit shall be drawn upon a bank
       reasonably acceptable to the Airline in U.S. dollars, with a U.S.
       branch presentable in a city in the United States currently served by
       the Airline. The Airline may draw upon such letter of credit to cover
       any failure of PriceLine to pay monies owed to the Airline with respect
       to the purchase and sale of PriceLine Tickets. PriceLine agrees to
       allow monthly reviews (at the end of each month during the term of this
       Agreement) of PriceLine Ticket sales on the Airline and, based on the
       dollar


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       amount of such PriceLine Tickets sales, the Airline may request that
       such $50,000 performance bond or irrevocable letter of credit, as
       applicable, be increased by a reasonable amount not to exceed the
       average dollar value of sales for the subject period, multiplied by two.

       Until provision of the performance bond or irrevocable letter of
       credit, PriceLine shall deposit with the Airline the amount of $50,000
       to secure its payment obligations under this Agreement. Such deposit
       will be returned to PriceLine by wire transfer of immediately available
       funds to the account designated by PriceLine upon the Airline's receipt
       of such performance bond or irrevocable letter of credit.

4.     (b) The Airline shall maintain and communicate any changes in fares
       and/or rules to be used by PriceLine. The most current fares and rules
       may be accessed by PriceLine as authorized by the Airline through the
       designated CRS entries provided by the Airline, which entries shall
       include the fare and rules display designated from time to time by the
       Airline. The Airline will honor all PriceLine Tickets properly issued
       before the Airline has communicated any change in fares and/or rules.

5.     Examples of the type of fares and rules, as provided by the Airline,
       are included as ATTACHMENT A-1, annexed hereto and made a part hereof.
       Such attachment is for example only; only the current authorized fares
       and rules may be used.


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                                                                  ATTACHMENT A-1
                                                                  --------------


                         EXAMPLE OF FARES AND RULES
                         --------------------------

       We will attach an example of a summary sheet of fares and rules that
       the Airline provides PriceLine for sample purposes only.


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                                                                    ATTACHMENT B
                                                                    ------------


                         SPECIAL HANDLING PROCEDURES
                         ---------------------------

1.     PriceLine Tickets issued on the Airline are subject to the published
       conditions of carriage and rules of the Airline except as specifically
       identified in this Agreement. Specifically, PriceLine will market the
       PriceLine Service with the following restrictions:

       (a) PriceLine Tickets will be non-refundable, non-endorseable and
       non-changeable;

       (b) All travel will be round-trip with no stopovers or open-jaw travel
       permitted; and

       (c) Frequent Flyer mileage and upgrades will not be permitted.

2.     Notwithstanding the product definition that PriceLine markets to
       consumers, the Airline authorizes that its published conditions of
       carriage, rules and restrictions apply for the following (Check
       applicable boxes):

       (a)      Frequent Flyer Mileage             / /
       (b)      Involuntary Rerouting              / /
       (c)      Missed Flight provisions           / /
       (d)      Death or Illness provisions        / /
       (e)      Lost or stolen tickets             / /
       (f)      Other (Identify)                   / /

       In the event that the Airline chooses to honor frequent flyer mileage
       and/or seat upgrades, the Airline will be solely responsible for any
       tracking and documentation resulting therefrom.

3.     PriceLine Tickets are non-refundable and non-changeable.  PriceLine and
       the Airline will handle any customer service issues regarding requests
       for refunds or changes.  On the basis that the Airline wishes to
       authorize refunds or changes on a case-by-case basis, the Airline will
       interface with PriceLine's designated customer service representatives
       and communicate the Airline's intent to refund or change specific
       PriceLine Ticket.  In such cases, the applicable add-collect and any
       Airline specific change fee will apply.  In all cases, PriceLine
       Tickets that the Airline wishes to refund or change will be forwarded
       to PriceLine and refunds or changes will be processed through standard
       merchant procedures as outlined in the Industry Agents Handbook,
       Section 80, subsection X and Section 6.