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Published: 2008-03-26

Internet Marketing and Licensing Agreement - LendingTree Inc. and Priceline.com Inc.



                  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR
                 CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL
                    PORTIONS HAVE BEEN FILED SEPARATELY WITH
                     THE SECURITIES AND EXCHANGE COMMISSION.


               INTERNET MARKETING AND LICENSING AGREEMENT BETWEEN
                LENDINGTREE, INC. AND PRICELINE.COM INCORPORATED


         THIS INTERNET MARKETING AND LICENSING AGREEMENT (this "Agreement")
between LendingTree, Inc., a Delaware corporation with its principal place of
business at 6701 Carmel Road, Suite 205, Charlotte, NC 28226 ("LendingTree"),
and priceline.com Incorporated, a Delaware corporation with its principal place
of business at Five High Ridge Park, Stamford, CT 06903 ("Priceline"). This
Agreement shall be effective as of August 1, 1998 (the "Effective Date").

                                   WITNESSETH:

         WHEREAS, LendingTree has developed a multiple lender consumer loan
origination software program and a web site, currently located at
http://www.lendingtree.com, through which it acts as a mortgage loan broker or
loan broker offering consumers the opportunity to obtain competitive loan offers
from participating lenders in connection with various loan products, including
mortgage loans, home equity lines of credit, credit cards, automobile loans and
unsecured personal loans.

         WHEREAS, Priceline has developed a web site, currently located at
http://www.priceline.com, which markets various products and services using a
"name your price" model. Priceline desires to make available to users of its web
site certain mortgage loan, home equity loan and home equity line of credit
products.

         WHEREAS, LendingTree desires to expand its distribution channel for its
mortgage loan brokerage services via a co-branded web site hosted and marketed
by Priceline which employs Priceline's "name your price" model.

         NOW, THEREFORE, in consideration of the premises, the mutual covenants,
agreements and respective representations and warranties contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

1.       DEFINITIONS

         1.1      "Derivatives" means (i) for copyrightable or copyrighted
                  material, any translation, abridgment, revision, or other form
                  in which such material may be recast, transformed, or adapted
                  and any new material derived from such existing copyrightable
                  material; (ii) for patentable or patented material, any
                  improvement thereon; and (iii) for material or information
                  which is confidential, proprietary or trade secret, any new
                  material or information derived from such existing
                  confidential, proprietary or trade secret material, including
                  new material or information that are or may be protected by
                  copyright, patent and/or trade secret or similar laws, or
                  agreements providing for non-disclosure of any of the
                  foregoing.

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         1.2      "Mortgage Content" means software applications and content, in
                  the form of various calculators and other interactive tools,
                  as well as articles regarding consumer credit and mortgages,
                  lender and product descriptions and other data, graphics, and
                  material provided by LendingTree from time to time for
                  incorporation into the Mortgage Web Pages.


         1.3      "Mortgage Loan" means a loan made to a consumer borrower that
                  is secured by a Mortgage, deed of trust or other lien on
                  residential real property located in the United States of
                  America, including but not limited to, a first mortgage loan,
                  subordinate lien mortgage loan, home equity loan, and home
                  equity line of credit.

         1.4      "Mortgage Web Pages" means the area of the Priceline web site
                  through which LendingTree will offer its mortgage brokerage
                  services. The Mortgage Web Pages will be co-branded by the use
                  of both parties' trademarks, tradenames, logos, or
                  designations, as agreed to by the parties in accordance with
                  the terms of this Agreement.

         1.5      "Net Revenue" means the total of all revenue earned and
                  received by LendingTree from lenders, including but not
                  limited to transmission fees and loan origination fees, as a
                  result of its mortgage brokerage services in operating the
                  Mortgage Web Pages ("Revenue"), MINUS the actual cost of (i)
                  credit scores and credit report fees incurred by LendingTree,
                  and (ii) LendingTree's operation of a dedicated Mortgage Web
                  Pages customer service center, [**] (items (i) and (ii) of
                  this Section 1.5 being collectively referred to herein as the
                  "Revenue Deductions"). The parties hereto acknowledge that in
                  the start up of this relationship, there are likely to be
                  delays in LendingTree's receipt of Revenue. As such, the
                  parties intend and agree that any Revenue Deductions related
                  to these delays will be carried forward and offset against
                  Revenues received at a later date.

         1.6      "Priceline Name Your Price/Conditional Purchase Model" means
                  the product distribution model utilized by Priceline on its
                  web site under which a consumer identifies a specific price
                  and terms under which he or she will purchase a product or
                  service, and Priceline attempts to find a seller willing to
                  sell the product or service to the consumer on the terms
                  identified by the consumer. In the context of this Agreement
                  and the Mortgage Web Pages, the term shall refer to a business
                  model in which (i) a consumer identifies Mortgage Loan terms,
                  including interest rate, points and loan term, under which he
                  or she is willing to obtain a specified Mortgage Loan. To the
                  extent permitted by applicable law, the Priceline Name Your
                  Price/Conditional Purchase Model may include the delivery to a
                  lender by the consumer of a fee to be used by that lender to
                  offset certain third party or other related costs or expenses,
                  all or a part of which fee may be forfeited by the consumer if
                  the loan fails to close due the substantial fault of the
                  consumer. In addition, the Priceline Name Your
                  Price/Conditional Purchase Model contemplates a counteroffer
                  process, wherein a lender, although unable to offer a consumer
                  the mortgage loan on the specific terms requested, is able to
                  provide the consumer with an acceptable counteroffer.

         1.7      "LendingTree Model" means the product distribution model
                  utilized by LendingTree on its website wherein consumers
                  complete a qualification form encompassing product,


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                  rate, term and other preferences, along with traditional loan
                  application data and other information that LendingTree may
                  from time to time request, which information is then submitted
                  to a network of participating lenders who have previously
                  provided LendingTree with credit related criteria for use in
                  LendingTree's proprietary filtering system. The qualification
                  form along with certain credit report and credit scoring
                  information ("Consumer Information") is then presented to the
                  lenders who review that Consumer Information and bid for that
                  consumer's business.

         1.8      "Proprietary Marks" means the trade names, servicemarks,
                  trademarks, tradenames, logos, emblems designations, and
                  indicia of origin specified in EXHIBIT A or subsequently
                  identified by written notice by the parties.

         1.9      "Qualification Form" means a series of web pages utilized by
                  LendingTree on its web site to gather information from
                  consumers for the purpose of obtaining a prequalification or a
                  loan offer from a lender for a variety of consumer or mortgage
                  loans.

         1.10     "Mortgage Web Pages Qualification Form" means a series of web
                  pages utilized or to be utilized by LendingTree in connection
                  with the Mortgage Web Pages

         1.11     "Technical Contact" means the primary person from each party
                  responsible for facilitating communications between
                  LendingTree and Priceline and coordinating development of the
                  Mortgage Web Pages.

         1.12     "Software" means the computer software of LendingTree, which
                  provides an on-line qualification form, certain investor
                  information, filters and other mechanisms that may allow
                  consumers to qualify for various consumer loan products. The
                  term "Software" includes all interpretive script, source code,
                  object code, screen displays, user manuals and other
                  documentation, and all modifications, enhancements and
                  revisions thereto.

2.       LICENSES AND OWNERSHIP

         2.1      PRICELINE LICENSES. During the term of this Agreement,
                  Priceline hereby grants to LendingTree (i) the exclusive right
                  and license in the United States to operate the Mortgage Web
                  Pages and (ii) the non-exclusive right and license in the
                  United States to utilize certain Priceline intellectual
                  property, including the Priceline Proprietary Marks, software
                  and the Priceline Name Your Price/Conditional Purchase
                  Marketing Model, in operating the Mortgage Web Pages
                  (collectively, the "Priceline Intellectual Property") in each
                  case subject to the terms and conditions of this Agreement.

         2.2      LENDINGTREE LICENSE. During the term of this Agreement,
                  LendingTree hereby grants to Priceline the non-exclusive right
                  and license in the United States to utilize certain
                  LendingTree intellectual property, including but not limited
                  to the LendingTree Proprietary Marks, Software, and Mortgage
                  Content for use by Priceline in carrying out its duties under
                  this Agreement in connection with the Mortgage Web Pages
                  (collectively, the "LendingTree Intellectual Property"), in
                  each case subject to the terms and conditions of this
                  Agreement.


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         2.3      INTELLECTUAL PROPERTY RIGHTS. All LendingTree Intellectual
                  Property are and will remain the sole and exclusive property
                  of LendingTree and its suppliers, if any. All Priceline
                  intellectual property are and will remain the sole and
                  exclusive property of Priceline and its suppliers, if any. Any
                  Derivatives created by either party regarding the intellectual
                  property of the other party shall become the exclusive
                  property of the original owner of the underlying intellectual
                  property.

3.       PRICELINE'S DUTIES

         3.1      TESTING, HOSTING, DESIGN AND MAINTENANCE OF THE MORTGAGE WEB
                  PAGES. During the term of this Agreement, Priceline in
                  consultation with LendingTree will be responsible for testing,
                  hosting and maintaining the Mortgage Web Pages to be designed
                  by Priceline based upon the substantive Mortgage Content to be
                  provided by LendingTree as required in Section 4.1 of this
                  Agreement. Priceline will host the Mortgage Web Pages on
                  servers that it owns or controls. Priceline will use best
                  efforts to make available to the public vis-a- vis the
                  Internet on the priceline.com Internet site, the Mortgage Web
                  Pages on a continuous basis. In addition, Priceline will
                  provide, maintain and manage by itself, or through its
                  authorized third parties, all servers, telecommunication
                  devices, facilities, technical support, maintenance and
                  operations as is reasonably needed to facilitate continuous
                  Internet access to the Mortgage Web Pages as herein described.
                  A fuller description of the specifications for the Mortgage
                  Web Pages shall be set forth in Exhibit B sometime prior to
                  the date on which the Mortgage Web Pages commence operation
                  over the Internet.

         3.2      DEVELOPMENT EXPENSE. Priceline will be responsible for all
                  internal and third party costs and expenses incurred by it and
                  LendingTree in connection with the development and testing of
                  the Mortgage Web Pages. Any costs or expenses paid or incurred
                  by LendingTree as permitted by this section 3.2 shall be
                  subject to the prior approval of Priceline, which approval
                  shall not be unreasonably withheld or delayed.

         3.3      ADVERTISING, MARKETING AND PROMOTION. Priceline will
                  advertise, market and promote the Mortgage Web Pages through
                  various media campaigns, including radio and print media (the
                  "Advertising Services"). LendingTree expressly acknowledges
                  and agrees that the Advertising Services may, in the
                  discretion of Priceline, be provided by Priceline in a
                  combination of (i) general brand advertising for the
                  priceline.com Internet site, (ii) advertising for the products
                  and services offered generally through such site, and (iii)
                  advertising that refers to particular products, including
                  those offered on the Mortgage Web Pages. All advertising
                  related to the Mortgage Web Pages will be subject to the prior
                  approval of LendingTree and its counsel, which consent and
                  approval shall not be unreasonably withheld or delayed.
                  Priceline is not obligated to expend any fixed sum with
                  respect to the provision of the Advertising Services, it being
                  understood that such Advertising Services will be provided by
                  Priceline as it determines, in its reasonable discretion.
                  Subject to the foregoing, the parties acknowledge and agree
                  that the annual market value of the Advertising Services will
                  be in an amount mutually agreed to by the parties, which
                  amount is currently projected to be approximately $12 million.


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         3.4      LENDER INTRODUCTIONS. During the term of this Agreement,
                  Priceline will direct to LendingTree any inquiries from
                  lenders about the Mortgage Web Pages and opportunities to
                  offer mortgage loan products on the Mortgage Web Pages.

         3.5      LEGAL COMPLIANCE. During the term of this Agreement, Priceline
                  shall be responsible for the compliance, in all material
                  respects, with federal, state and other laws and regulations
                  generally applicable to the priceline.com Internet site,
                  including all general advertising related thereto, including
                  general unfair and deceptive trade issues, consumer protection
                  issues and customer relations issues. Under no circumstances,
                  however, will Priceline be charged with responsibility for
                  compliance with federal, state or other laws or regulations
                  applicable to mortgage brokers, the offering of Mortgage Loan
                  products or any and all disclosure, notice or other
                  requirements applicable to mortgage brokers or the provision
                  of Mortgage Loan services to consumers generally, such
                  compliance being the obligation of LendingTree as provided in
                  Section 4.6 of this Agreement.

4.       LENDINGTREE'S DUTIES

         4.1      MORTGAGE WEB PAGES SUBSTANTIVE CONTENT; MORTGAGE LOAN
                  BROKERAGE SERVICES. With respect to the development of the
                  Mortgage Web Pages, it is expressly acknowledged and agreed to
                  between the parties that LendingTree will provide the
                  substantive Mortgage Content of the Mortgage Web Pages
                  Qualification Form related to the Mortgage Web Pages that are
                  to be developed by Priceline. The Mortgage Web Pages will
                  constitute the "front end" of LendingTree's mortgage brokerage
                  operations at the priceline.com Internet site. To the extent
                  permitted by applicable law, the Mortgage Web Pages will
                  incorporate the LendingTree Qualification Form and the
                  Priceline Name Your Price/Conditional Purchase Model. The
                  Mortgage Web Pages will have the same "look and feel" of other
                  areas of the priceline.com Internet site. The substantive
                  Mortgage Content utilized in the design and development of the
                  Mortgage Web Pages including, but not limited to, all issues
                  related to regulatory compliance shall be subject to the
                  review and approval of Priceline and its counsel, which shall
                  not be unreasonably withheld or delayed. A fuller description
                  of the specifications is set forth in EXHIBIT B. LendingTree
                  acknowledges and agrees that the Mortgage Web Pages as
                  designed by Priceline with the substantive content to be
                  provided by LendingTree will allow Mortgage Loans to be
                  offered through the Mortgage Web Pages by LendingTree in a
                  lawful manner that does not trigger any mortgage broker or
                  loan broker license or registration (or any consumer
                  disclosures, compliance or other requirements related thereto)
                  on the part of Priceline. LendingTree will operate the
                  Mortgage Web Pages and will act as the mortgage broker in
                  connection with all Mortgage Loan products offered on or
                  through the Mortgage Web Pages. LendingTree will at all times
                  maintain in all material respects compliance with applicable
                  federal and state laws and will maintain in good standing
                  requisite mortgage broker licenses, registrations, approvals
                  and exemptions, as applicable.

         4.2      LENDER NETWORK MANAGEMENT. During the term of this Agreement,
                  LendingTree shall use best efforts to obtain and maintain
                  agreements with a sufficient number of lenders that offer
                  Mortgage Loan products through LendingTree on the Mortgage Web
                  Pages, as are necessary to support the LendingTree/Priceline
                  relationship. LendingTree agrees that lenders offering the
                  Mortgage Loan products on the Mortgage Web Pages shall,

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                  collectively, have the ability to promptly and efficiently
                  process and close Mortgage Loans from Mortgage Web Pages
                  Qualification Forms, submitted from consumers/ borrowers
                  representing eighty percent (80%) of the Priceline
                  consumer/borrower market (based upon FICO credit score).
                  Subject to the foregoing, the parties currently project that
                  the appropriate number of lenders is from five (5) up to and
                  including ten (10). LendingTree agrees that the minimum number
                  of lenders shall not be less than five (5) during the term of
                  this Agreement. LendingTree will accept recommendations from
                  Priceline regarding potential participating lenders and will
                  work in good faith to enter into agreements with such lenders
                  to enable them to offer their mortgage loan products through
                  LendingTree and the Mortgage Web Pages. LendingTree will be
                  responsible for all lender service issues, training of lender
                  staff, and analyzing lender performance. LendingTree will
                  invoice lenders and manage the collection of all fees.

                  No agreement entered into between LendingTree and any
                  participating lender in connection with the Mortgage Web Pages
                  will impose any obligation, duty or responsibility whatsoever
                  on Priceline, directly or indirectly, or limit or restrict in
                  any manner any of Priceline's legal rights or remedies,
                  including, without limitation, Priceline's right to terminate
                  this Agreement under Section 11 hereof.

         4.3      CUSTOMER SERVICE. LendingTree will operate a customer service
                  center dedicated to the Mortgage Web Pages with sufficient
                  staff and resources necessary to handle the volume of customer
                  inquiries generated from the Mortgage Web Pages in a prompt
                  and efficient manner and in accordance with applicable
                  federal, state and other laws and regulations. The parties
                  will work to establish appropriate interfaces between
                  Priceline's existing customer service center and the
                  LendingTree customer service center. In addition, the parties
                  will work together to develop introductory scripts for
                  customer service calls, subject to the review and approval of
                  their respective attorneys.

         4.4      CONTENT. As set forth in Sections 3.1 and 4.1 hereof,
                  LendingTree will provide the substantive Mortgage Content for
                  use on the Mortgage Web Pages.

         4.5      BACK-END SOFTWARE. During the term of the Agreement,
                  LendingTree will provide and manage the "back-end" processing
                  software required to effect a system of communication between
                  Priceline and LendingTree and LendingTree and its lenders in
                  connection with the Mortgage Web Pages. LendingTree will
                  maintain back-end software processing capacity and reliability
                  at levels subject to the review and approval of Priceline.

         4.6      LEGAL COMPLIANCE. During the term of this Agreement,
                  LendingTree shall be responsible for compliance, in all
                  material respects, with all applicable federal, state and
                  other laws and regulations for the Mortgage Web Pages or the
                  Mortgage Loan Products offered to consumers through the
                  Mortgage Web Pages, and will maintain in good standing
                  requisite mortgage broker licenses, registration, approvals
                  and exemptions relating to any of the foregoing. In addition,
                  LendingTree will review and approve all advertising developed
                  by Priceline that is specific to the Mortgage Web Pages to
                  achieve compliance with applicable federal, state and other
                  laws and regulations governing the offering of Mortgage Loan
                  products to the consumer. Further, LendingTree shall be
                  responsible for compliance with all consumer disclosure and
                  other laws and requirements applicable to

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                  all of the Mortgage Web Pages and the Mortgage Loan products
                  offered through the Mortgage Web Pages, except that should
                  Priceline launch any advertising that impacts the Mortgage Web
                  Pages, knowingly or otherwise, without LendingTree's review
                  and approval, Priceline shall be solely responsible for any
                  issues arising out of that non-compliance.

5.       EXCLUSIVITY; NON-COMPETITION

         5.1      EXCLUSIVITY. During the term of this Agreement, Priceline
                  agrees not to offer any Mortgage Loans on its web site, either
                  directly or through a third party.

         5.2      NON-COMPETITION. The parties hereto acknowledge and agree that
                  the LendingTree Model and Priceline Name Your
                  Price/Conditional Purchase Model (hereinafter, together, the
                  "Models") are similar in many of their components. To assist
                  the parties in complying with this Section 5.2, the parties
                  agree that the marketing of the Models is the optimum place to
                  draw the relevant distinctions. Consistent with the above, the
                  parties agree that during the term of this Agreement and
                  indefinitely after any termination of this Agreement, (i)
                  Priceline shall not market its mortgage services in a manner
                  that conflicts with LendingTree's marketing message which is
                  "by filling out one form, consumers get multiple offers from
                  lenders who bid for their business" and (ii) LendingTree shall
                  not market its mortgage services in a manner that conflicts
                  with Priceline's marketing message which is "consumers name
                  the price they want to pay for a mortgage and we will find a
                  lender to meet your price".

6.       TECHNICAL CONTACTS

         6.1      TECHNICAL CONTACTS. The Technical Contacts shall meet in
                  person or by phone as needed from time to time to assess the
                  status of the Mortgage Web Pages development effort and to
                  keep each other up to date on technology and new product
                  issues related to the Mortgage Web Pages. The Technical
                  Contacts shall be:

                  For LendingTree:          Mr. Richard M. Stiegler, CTO
                                            LendingTree, Inc.
                                            6701 Carmel Road, Suite 205
                                            Charlotte, North Carolina 28226

                  For Priceline:            Mr. Richard Weinrod, CTO
                                            priceline.com Incorporated
                                            Five High Ridge Park
                                            Stamford, CT 06903

         6.2      SPECIFICATIONS MODIFICATION. The Technical Contacts may from
                  time to time modify the specifications for the Mortgage Web
                  Pages as described in EXHIBIT B to this Agreement provided the
                  changes are agreed to in writing by the authorized
                  representatives of the parties.

7.       SCHEDULE


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         The target date for commencing operation of the Mortgage Web Pages
         shall be September 15, 1998 (the "Target Date"). The parties agree to
         use best efforts to ensure that the date of commencement is not later
         than October 15, 1998.

8.       CONSIDERATION

         8.1      GENERAL. As compensation for the goods, services and
                  facilities provided by Priceline under this Agreement,
                  LendingTree shall pay to Priceline an amount equal to [**][**]
                  of the monthly Net Revenue earned and received by LendingTree
                  in operating the Mortgage Web Pages (the "Priceline
                  Compensation"). LendingTree's obligation to pay the Priceline
                  Compensation shall survive any termination of this Agreement
                  insofar and to the extent that Net Revenues are earned and/or
                  received by LendingTree after such termination. The parties
                  acknowledge, however, that for purposes of this Section 8.1,
                  Net Revenue will be limited to (i) those Mortgage Web Page
                  Qualification Forms that are in the then-participating
                  lenders' pipeline for a Mortgage Loan product, (ii) have been
                  approved for a Mortgage Loan but the transaction has not yet
                  closed and/or (iii) Net Revenue earned but not collected, in
                  each case on or as of the date of termination of this
                  Agreement.

         8.2      REGULATORY COMPLIANCE. It is the intent of the parties that
                  the Priceline Compensation shall not exceed the reasonable
                  market value of the goods, services and facilities provided by
                  Priceline pursuant to this Agreement and that such
                  compensation shall at all times be in compliance with
                  applicable federal and state laws, including without
                  limitation, the Real Estate Settlement Procedures Act. In
                  furtherance of these objectives, the parties agree to
                  negotiate in good faith an alternative compensation
                  arrangement with substantially similar economic benefits if
                  Priceline or LendingTree, as applicable, reasonably determine
                  or believe that such compensation arrangement is no longer in
                  compliance with applicable federal, state or other laws and
                  regulations, or any court or government agency having
                  jurisdiction over the operations of either party restricts,
                  enjoins, or threatens to restrict, enjoin or impose sanctions
                  against either party as a result of the terms of this Section
                  8.

9.       PROMOTION RIGHTS AND APPROVALS

         9.1      GENERAL. Subject to the provisions of Section 3.3, both
                  parties may promote, advertise and market the Mortgage Web
                  Pages subject to the prior approval of the other party of (i)
                  the use of the other party's Proprietary Marks, and (ii) the
                  content and timing of any press releases. Such approval shall
                  not be unreasonably withheld or delayed by either party.

         9.2      PRESS RELEASES. The parties agree to issue within two (2)
                  business days of the execution of this Agreement press
                  releases, either jointly, individually, or both, announcing
                  this Agreement and the parties' plans for the Mortgage Web
                  Pages.Each party shall obtain the prior written approval of
                  the other party for the issuance of any press release
                  regarding: (i) the parties' relationship under this Agreement,
                  or (ii) any other matters related to the Mortgage Web Pages
                  during the term of this Agreement. Any approval requested by
                  Priceline or LendingTree under this Section 9.2 shall not be
                  unreasonably withheld or delayed.

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10.      REPORTING AND PAYMENTS

         10.1     LENDINGTREE REPORTS, PAYMENTS; AUDITS. Within fifteen (15)
                  days following the end of each month, LendingTree shall
                  provide a report (the "LendingTree Report") to Priceline. The
                  LendingTree Report shall detail (i) any relevant information
                  regarding usage of the Mortgage Web Pages during the previous
                  month, including the number of visitors to the Mortgage Web
                  Pages, the number of Qualification Forms submitted by
                  consumers to LendingTree, and the number of loans closed that
                  had originated through the Mortgage Web Pages, (ii) the Net
                  Revenue of LendingTree during the previous month, including a
                  breakdown of the total Revenue earned and Revenue Deductions
                  taken by LendingTree in arriving at the amount of Net Revenue,
                  and (iii) a calculation of the amount of Priceline
                  Compensation due for the previous month. On or by the same
                  date, LendingTree will deliver to Priceline any payment of
                  Priceline Compensation owed for the previous month. Upon the
                  request of Priceline, LendingTree shall provide to Priceline
                  all written or other documentation used by LendingTree to make
                  any calculation or prepare any report described in this
                  Section 10.1. Priceline shall have the right, during normal
                  business hours and upon reasonable notice, to audit the books
                  and records of LendingTree to verify the accuracy and
                  completeness of all reports provided under this Section 10.1.
                  The cost of any such audit shall be paid by Priceline unless
                  the audit reveals an underpayment by LendingTree of ten
                  percent (10%) or more of the applicable LendingTree Report. In
                  such case, the audit shall be paid for fully by LendingTree.

         10.2     10.2 PRICELINE REPORTS; AUDIT. Within fifteen (15) days
                  following the end of each month, Priceline shall provide a
                  report (the "Priceline Report") which shall detail (i) the
                  number of page views or impressions on the Mortgage Web Pages
                  during the previous month, and (ii) the number of consumers
                  who submitted Qualification Forms to LendingTree via the
                  Mortgage Web Pages during the previous month. Upon the request
                  of LendingTree, Priceline shall provide all documentation used
                  to prepare any report described in this Section 10.2.
                  LendingTree shall have the right, during normal business hours
                  and upon reasonable notice, to audit the records of Priceline
                  to verify the accuracy and completeness of all reports
                  provided under this Section 10.2.

11.      TERM AND TERMINATION

         11.1     INITIAL TERM. The term of this Agreement shall commence on the
                  Effective Date and will continue for a period of one (1) year
                  from the date on which the Mortgage Web Pages commence
                  operation over the Internet unless sooner terminated under
                  Section 11.4 below (the "Initial Term").

         11.2     SUBSEQUENT TERMS. Following expiration of the Initial Term,
                  this Agreement shall continue in effect until either party
                  terminates it as provided below. The Initial Term and any
                  subsequent terms are referred to herein as the "Term."

         11.3     11.3 GENERAL TERMINATION. After the Initial Term, this
                  Agreement may be terminated at any time during the Term by
                  either party giving ninety (90) days' prior written notice to
                  the other party. In the event that Priceline provides notice
                  of termination to

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                  LendingTree under this Section 11.3 for the purpose of using a
                  different third party mortgage broker to operate the Mortgage
                  Web Pages, LendingTree shall have a right of first refusal to
                  match the economic and other material terms offered by such
                  third party PROVIDED, HOWEVER, that any such right of first
                  refusal shall be exercised by LendingTree within ninety (90)
                  calendar days after receipt of notice from Priceline with
                  respect to such third party offer. The parties agree that the
                  phrase "other material terms" is intended to ensure that
                  during the term of this Agreement, the LendingTree network of
                  lenders have the ability to promptly and efficiently process
                  and close Mortgage Loans from Mortgage Web Pages Qualification
                  Forms submitted from consumers/borrowers representing eighty
                  percent (80%) of the Priceline consumer/borrower market (based
                  upon FICO credit score.) Priceline will be free to engage
                  another third party if such right is not exercised by notice
                  received by Priceline from LendingTree within such ninety (90)
                  day period. Subject to the limitations in Section 5 hereof,
                  nothing set forth in this Section 11.3 shall confer on or to
                  LendingTree any right of first refusal if Priceline elects to
                  operate directly the Mortgage Web Pages and in connection
                  therewith, provides notice to terminate this Agreement.

         11.4     TERMINATION FOR BREACH. During the Term of this Agreement,
                  either party will have the right to terminate this Agreement
                  immediately upon written notice if: (i) the other party
                  materially breaches any material term or condition of this
                  Agreement and fails to the cure such breach in full within
                  thirty (30) days after receiving written notice of the breach
                  from the non-breaching party; (ii) the other party becomes the
                  subject of a voluntary petition in bankruptcy or any voluntary
                  proceeding relating to insolvency, receivership, liquidation,
                  or composition for the benefit of creditors which voluntary
                  petition or proceeding is not dismissed within thirty (30)
                  days of filing of commencement; and (iii) the other party
                  becomes the subject of an involuntary petition in bankruptcy
                  or any other involuntary proceeding relating to insolvency,
                  receivership, liquidation, or composition for the benefit of
                  creditors. Without limiting the generality of the foregoing,
                  either party may terminate this Agreement immediately upon
                  notice if, in the case of Priceline, Priceline reasonably
                  believes or determines that LendingTree has failed to comply
                  in all material terms, with its obligations under Section 4.6,
                  or such noncompliance is determined by any order, decree,
                  judgment or any similar ruling having jurisdiction over
                  LendingTree's operation of the Mortgage Web Pages or, in the
                  case of LendingTree, LendingTree reasonably believes or
                  determines that Priceline has failed to comply in all material
                  terms, with its obligations under Section 3.5, or such
                  noncompliance is determined by any order, decree, judgment or
                  any similar ruling having jurisdiction over Priceline's
                  operation of the priceline.com Internet site. To the extent
                  that a breach contemplated by this Section 11.4 is curable,
                  such cure period may be extended by the mutual written consent
                  of the parties for an additional period of thirty (30) days,
                  if the cure cannot be achieved after good faith efforts during
                  the initial cure period.

         11.5     EFFECT OF TERMINATION. Upon termination of this Agreement, all
                  rights and licenses granted by Priceline and LendingTree under
                  this Agreement to the other party shall immediately revert to
                  and be fully vested in Priceline and LendingTree, as
                  applicable. No termination of this Agreement, for any reason
                  whatsoever, shall terminate any of the rights and obligations
                  of the parties under this Agreement unless such right or
                  obligation is limited by the express terms and provisions of
                  this Agreement.

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






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12.      ARBITRATION

         Any controversy or claim arising out of or relating to this Agreement
         or any breach of this Agreement, including any controversy or claim as
         to its arbitrability or rescission shall be finally settled by
         arbitration before three (3) arbitrators, one chosen by each party and
         the third selected by the two arbitrators chosen by the parties in
         accordance with the commercial arbitration rules of the American
         Arbitration Association ("AAA") in force at that time. Any arbitration
         shall be conducted in the Borough of Manhattan, New York, unless the
         parties mutually agree to another location. Any judgment upon the award
         rendered by the arbitrators may be entered in any court of competent
         jurisdiction. The arbitrators shall not, under any circumstances, have
         any authority to award punitive or exemplary damages.

         All expenses associated with obtaining and utilizing the services of
         the AAA and the arbitrators shall be shared equally by the parties
         hereto. The AAA and the arbitrators shall be made aware of this
         provision and shall agree to request payment separately from the
         parties for said services, including all expenses directly related to
         the arbitration, other than the expense of witnesses, which shall be
         borne by the party producing such witness.

         Notwithstanding the foregoing, the parties shall bear their own
         respective costs of preparing for and participating in the arbitration
         including, without limitation, their attorneys' fees, expert and/or
         witness fees, and their costs of complying with discovery requests.
         Discovery is permitted by the Federal Rules of Civil Procedure as in
         effect and will be allowed in connection with any such arbitration to
         the extent consistent with the purpose of the arbitration and permitted
         by the arbitrators.

         The majority decision of the arbitration panel shall be binding,
         enforceable and non-appealable. The decision of the arbitration panel
         shall be in writing and shall set forth in reasonable detail the basis
         for the panel's decision. Application may be made to any court of
         competent jurisdiction for a judicial acceptance of the arbitration
         award and enforcement, as the law of the state having jurisdiction may
         require or allow.

         No arbitration may be commenced by either party hereto for any
         controversy or claim arising out of or relating to this Agreement
         unless notice of a party's election to require arbitration is given
         within one (1) year from the date of the occurrence allegedly giving
         rise to the arbitration. The preceding sentence shall survive the
         expiration or termination of this Agreement by either party for any
         reason.

13.      REPRESENTATIONS AND WARRANTIES

         13.1     REPRESENTATIONS AND WARRANTIES OF LENDINGTREE. LendingTree
                  represents and warrants as follows:

         13.1.1   AUTHORITY. LendingTree is a corporation duly organized and
                  validly existing under the laws of the state of Delaware.
                  LendingTree has full corporate power and authority to transact
                  any and all business contemplated by this Agreement and
                  possesses all requisite authority, power, and material
                  licenses, permits and franchises to conduct its business
                  wherever conducted and to execute, deliver and comply with its
                  oblig