Master Agreement - Delta Air Lines Inc. and Priceline.com Inc.


                                MASTER AGREEMENT

      This Master Agreement ("Agreement"), dated the 17th day of November, 1999,
is between Delta Air Lines, Inc. ("Delta") and priceline.com Incorporated
("Priceline").

                                    RECITALS

      Delta has agreed to amend the General Agreement, dated August 31, 1998, as
amended (the "GA"), to add United Airlines, American Airlines, US Airways, Japan
Airlines, Alitalia and Aerolineas Argentinas to the list of permitted carriers
and to modify sections of the GA relating to market restrictions, the allocation
methodology, and reporting and audit rights set forth therein. In exchange,
Priceline (a) has agreed to provide financial consideration to Delta by making
possible certain arrangements described herein and (b) has requested the release
by Morgan Stanley of Delta from a lock-up arrangement so that Delta may sell
8,440,067 shares ("Market Sale Shares") of its approximately 14.4 million shares
of Priceline common stock. In addition, Priceline has agreed that the remaining
approximately six million shares of Priceline common stock held by Delta will be
exchanged, at Delta's option, for approximately six million shares of newly
issued Priceline convertible preferred stock, which will bear an eight percent
annual pay-in-kind dividend.

      The parties agree to the following:

ARTICLE 1- ACTIONS OF THE PARTIES

1.1   Amendment to General Agreement and Airline Participation Agreement

      Delta and Priceline agree to amend the General Agreement and Airline
      Participation Agreement, dated August 31, 1998, as amended ("APA"), in
      accordance with Exhibit A, attached hereto and incorporated by reference
      herein (the "Amendment").

1.2   Release from Lock-up

      Priceline will use its best efforts to cause Morgan Stanley & Co.
      Incorporated and Morgan Stanley & Co. International Limited (collectively,
      Morgan Stanley) to release the Market Sale Shares held by Delta from the
      lock-up that



      expires on February 7, 2000 pursuant to that certain Lock-Up Letter from
      Delta to Morgan Stanley and several Underwriters dated August 11, 1999
      (the "Lock-Up"). In addition, Priceline shall not request, will oppose if
      requested, and will use its best efforts to cause Morgan Stanley not to
      release any other parties from any existing lock-up agreements relating to
      Priceline, until Delta has sold the Market Sale Shares.

1.3   No Amendment of Warrant Agreements

      Priceline shall not amend, during the period from the date hereof until
      the earlier of February 7, 2000 or Delta having sold the Market Sale
      Shares (the "Release Date"), any warrant agreement or warrant certificate
      to permit a cashless exercise feature.

1.4   No Sale or Registration of Securities

      Priceline shall not initiate, and to the extent it has a contractual right
      to do so, Priceline shall not consent to or participate in, a sale of
      equity securities of Priceline until after the Release Date.

1.5   Convertible Preferred Stock

      At Delta's option, , all of the shares of Priceline Common Stock held by
      Delta (other than the Market Sale Shares) will be exchanged for
      $359,580,000 aggregate principal amount of a newly issued class of
      convertible preferred stock of Priceline bearing an accruing semi-annual
      paid-in-kind dividend at a rate of eight percent (8%) per annum, payable
      semiannually, in Priceline common shares (the "Convertible Preferred
      Stock"), which such exchange to be structured to the extent possible in a
      tax-free transaction to Delta pursuant to I.R.C. Section 368 (a)(1)(E).
      Any shares of Convertible Preferred Stock held by Delta after the date of
      issuance may be converted at Delta's option at any time into shares of
      Priceline common stock at a one (1) to one (1) ratio (i.e. a zero percent
      premium). The Convertible Preferred Stock will have a final maturity of
      ten (10) years from the date of issue and be subject to a mandatory
      redemption at the tenth (10th) anniversary for cash at a price per share
      of $59.93; provided that Priceline shall have a call right for the
      Convertible Preferred Stock after three (3) years from the date of issue
      for cash at a price per share of $59.93. To the extent all or a portion of
      the Convertible Preferred Stock is called, Priceline will provide Delta
      with 30


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      days' advance written notice so that Delta will first have the right to
      convert its Convertible Preferred Stock during such 30 day period. Whether
      or not Priceline has exercised its call right, Delta is guaranteed the
      first six semiannual dividends. The Convertible Preferred Stock will be
      subordinated to any indebtedness of Priceline, will rank pari passau with
      any existing or future preferred stock issued by Priceline, and will have
      priority over the the common stock of Priceline. Delta will have voting
      rights for the Convertible Preferred Stock as if Delta held an equivalent
      number of Priceline common shares (i.e., on a one to one ratio). In the
      event that Priceline issues a cash dividend to the holders of common
      shares, then Delta shall be entitled to demand a cash dividend on the
      Convertible Preferred Stock in lieu of the paid-in-kind dividend.

      In the event of a change of control of Priceline where cash is a portion
      of the consideration paid by the acquiring company, Delta will have the
      right to elect to receive the greater of par (cash at a price per share of
      $59.93) or the cash value of the transaction. If the transaction is for
      stock, the exchange ratio will be adjusted such that Delta receives the
      same monetary consideration for its Convertible Preferred Stock.

      Priceline hereby confirms that such shares, when converted to Priceline
      common stock, shall have demand and piggyback registration rights under
      the existing Amended and Restated Registration Rights Agreement dated
      December 8, 1998 by and among Delta, Priceline, and other parties or any
      successor or substitute registration rights agreement thereto.

      The Convertible Preferred Stock will be subordinated to any indebtedness
      of Priceline, will rank pari passau with any existing or future preferred
      stock issued by Priceline, and will have priority over the the common
      stock of Priceline. Delta will have voting rights for the Convertible
      Preferred Stock as if Delta held an equivalent number of Priceline common
      shares (i.e., on a one to one ratio). In the event that Priceline issues a
      cash dividend to the holders of common shares, then Delta shall be
      entitled to demand a cash dividend on the Convertible Preferred Stock in
      lieu of the paid-in-kind dividend.

1.6   Other Agreements

      Priceline and Delta, respectively, shall execute and deliver the
      agreements described in Article 6 to which either is a party.


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ARTICLE 2- CLOSING

2.1 Closing. The closing (the "Closing") of the transactions contemplated by
this Agreement shall take place immediately, following the satisfaction or
waiver of all of the conditions set forth in Article 6 hereof (the "Closing
Date").

ARTICLE 3- REPRESENTATIONS AND WARRANTIES OF PRICELINE

Representations and Warranties of Priceline. Priceline represents and warrants
to Delta as follows:

3.1   Organization and Qualification. Priceline is a duly organized and validly
      existing corporation in good standing under the laws of the State of
      Delaware and has the corporate power and authority to own, operate and
      lease the properties and assets it now owns, operates or leases and to
      conduct its business as it is now being conducted.

3.2   Authority Relative to this Agreement. Priceline has the corporate power
      and authority to execute and deliver this Agreement and to consummate the
      transactions contemplated hereby in accordance with the terms hereof. The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized by all
      necessary corporate action on the part of the Priceline. This Agreement
      has been duly and validly executed and delivered by Priceline and is,
      assuming due execution and delivery thereof by Delta and that Delta has
      full legal power and right to enter into this Agreement, a valid and
      binding obligation of Priceline, enforceable against Priceline in
      accordance with its terms, except as enforcement thereof may be limited by
      the availability of certain equitable remedies or by bankruptcy,
      insolvency or similar laws affecting creditors' rights generally.

3.3   Broker. Priceline has not retained or agreed to pay any broker or finder
      with respect to this Agreement and the transactions contemplated hereby,
      the fees for which Delta may be responsible.

3.4   Shares Held by Delta. Priceline represents that, as of the date of the
      Warrant Agreement, after giving effect to the Stock Purchase Agreement of
      November 16, 1999, pursuant to which Jay S. Walker purchased from Delta
      2,085,767 shares of Priceline common stock at a price of $59.93 per share,
      the remain-


                                       4


      ing 14,440,067 shares of Priceline common stock held by Delta represent
      approximately eight and eighty five hundredths percent (8.85%) of the
      outstanding common stock of Priceline.

ARTICLE 4- REPRESENTATIONS AND WARRANTIES OF DELTA

Representations and Warranties of Delta. Delta represents to Priceline as
follows:

4.1   Organization and Qualification. Delta is a duly incorporated and validly
      existing corporation in good standing under the laws of the State of
      Delaware and has the corporate power and authority to own, operate and
      lease the properties and assets it now owns, operates or leases and to
      conduct its business as it is now being conducted.

4.2   Authority Relative to this Agreement. Delta has the corporate power and
      authority to execute and deliver this Agreement and to consummate the
      transactions contemplated hereby in accordance with the terms hereof. The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized by all
      necessary corporate action on the part of the Delta. This Agreement has
      been duly and validly executed and delivered by Delta and is, assuming due
      execution and delivery thereof by Priceline and that Priceline has full
      legal power and right to enter into this Agreement, a valid and binding
      obligation of Delta, enforceable against Delta in accordance with its
      terms, except as enforcement thereof may be limited by the availability of
      certain equitable remedies or by bankruptcy, insolvency or similar laws
      affecting creditors' rights generally.

4.3 Purchase for Investment.

            (a) Delta understands that the shares of Convertible Preferred Stock
      to be issued to Delta hereunder (the "Shares") have not been registered
      under the Securities Act of 1933, as amended (the "Act"), or under
      applicable state securities laws, in reliance upon exemptions contained in
      the Act and such laws and any applicable regulations promulgated
      thereunder or interpretations thereof, and cannot be offered for sale,
      sold or otherwise transferred unless all or any portion of the Shares
      subsequently are so registered or qualify for exemption from registration
      under the Act and such laws and unless such offer, sale or transfer is
      made in compliance with the terms of this Agreement


                                       5


      and that the certificate(s) representing the Shares shall bear the
      following legends:

                  "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 EXCEPT IN COMPLIANCE WITH SAID ACT."

            (b) The Shares are being acquired under this Agreement by Delta in
      good faith solely for its own account, for investment and not with a view
      toward resale or other distribution within the meaning of the Act; and
      such Shares will not be offered for sale, sold or otherwise transferred
      without either registration or exemption from registration under the Act.

            (c) Delta is an "Accredited Investor" within the meaning of rule 501
      of Regulation D under the Act, as presently in effect. Delta has such
      knowledge and experience in financial and business matters that it is
      capable of evaluating the merits and risks of its investment in the
      Shares; and understands and is able to bear any economic risks associated
      with such investment.

            (d) Delta understands that the Shares will be considered "restricted
      securities" within the meaning of Rule 144 under the Act; that Rule 144
      may not be available to exempt from the registration requirements of the
      Act sales of such restricted securities; that if Rule 144 is available,
      sales may be made in reliance upon Rule 144 only in accordance with the
      terms and conditions of Rule 144, which among other things generally
      requires that the securities be held for at least one year and that sales
      be made in limited amounts (which amounts are subject to certain
      exceptions depending upon whether the seller is an "affiliate" within the
      meaning of Rule 144 and how long the securities have been held); and that,
      if the exemption for such sales is not available, registration of the
      Shares under the Act and state securities laws may be required.

4.4   Broker. Delta has not retained or agreed to pay any broker or finder with
      respect to this Agreement and the transactions contemplated hereby, the
      fees for which Priceline may be responsible.


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ARTICLE 5- FURTHER AGREEMENTS OF THE PARTIES

5.1   Governmental Filings. In connection with the consummation of the
      transactions contemplated hereby, Priceline and Delta shall promptly file
      with the SEC any required materials relating to the transactions
      contemplated by this Agreement.

5.2   Reasonable Business Efforts. Upon the terms and subject to the conditions
      of this Agreement, Delta and Priceline agree to use reasonable business
      efforts to take, or cause to be taken, and to assist and cooperate with
      each other in doing, all things reasonably necessary, proper or advisable
      under applicable laws and regulations to consummate and make effective, in
      the most expeditious manner practicable, the transactions contemplated by
      this Agreement.

5.3   Expenses; Payments. Each party hereto agrees to bear its own expenses
      (including, without limitation, the reasonable fees and disbursements of
      counsel) in connection with the negotiation and preparation of this
      Agreement and its performance hereunder.

5.4   Warrant. On November 17, 1999, Priceline shall execute and deliver to
      Delta a Participation Warrant Agreement in the form of Exhibit D attached
      hereto.

ARTICLE 6- CONDITIONS TO OBLIGATIONS OF DELTA

Delta shall not be obligated to consummate the transactions contemplated by this
Agreement, unless the following conditions shall have been satisfied or, if
applicable, waived by Delta prior to or at the Closing.

6.1   Representations and Warranties. The representations and warranties of
      Priceline contained herein shall be true, complete and accurate in all
      material respects as of the Closing Date.

6.2   Morgan Stanley shall have issued to Delta a letter in the form of Exhibit
      B attached hereto in which Morgan Stanley releases the Market Sale Shares
      from the Lock-Up that expires on February 7, 2000 (the "Lock-Up").

6.3   Jay S. Walker, Walker Digital, Richard Braddock, Paul Francis and Timothy
      Brier each shall have signed a letter agreement with Delta, in the form of


                                       7


      Exhibit C attached hereto, in which each agrees, during the period from
      the date hereof until the Release Date, not to sell or transfer, directly
      or indirectly, any Priceline securities.

6.4   Priceline shall have executed a Participation Warrant Agreement in the
      form of Exhibit D attached hereto.

ARTICLE 7- CONDITIONS TO OBLIGATIONS OF PRICELINE

Priceline shall not be obligated to consummate the transactions contemplated by
this Agreement unless the following conditions shall have been satisfied or, if
applicable, waived by Priceline prior to or at the Closing.

7.1   Representations and Warranties. The representations and warranties of
      Delta contained herein shall be true, complete and accurate in all
      material respects as of the Closing Date.

7.2   Amendments. Delta shall have executed and delivered the Amendment to the
      GA and APA, substantially in the form of Exhibit A attached hereto.

ARTICLE 8- TERMINATION

8.1   Certain Terminations. This Agreement may be terminated at any time prior
      to the occurrence of the Closing: (a) by written agreement by Delta and
      Priceline; or (b) by the party not in breach in the event of a material
      breach by the other which is not cured within fifteen (15) days after
      written notice thereof.

8.2   Effect of Termination. In the event of the termination of this Agreement
      by either Delta or Priceline, as provided above, this Agreement shall
      thereafter become void and of no further force and effect and there shall
      be no liability on the part of any party hereto or its directors,
      officers, stockholders, employees or agents, except for any liability for
      any willful breach of this Agreement causing or permitting such
      termination and except that the provisions of Sections 5.3 and this
      Section 8.2 shall survive such termination. The representations and
      warranties made herein shall survive the Closing.


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ARTICLE 9- MISCELLANEOUS

9.1   Further Assurances. From time to time hereafter, each party shall, using
      reasonable business efforts, execute and deliver such other instruments of
      transfer and assumption and take such further action including providing
      access to necessary books and records as the other may reasonably request
      to carry out the transfer of the Assets and as otherwise may be reasonably
      required in connection with effecting or carrying out the provisions of
      this Agreement.

9.2   No Waiver. Except as expressly provided in this Agreement, nothing
      contained in this Agreement shall cause the failure of either party to
      insist upon strict compliance with any covenant, obligation, condition or
      agreement contained herein to operate as a waiver of, or estoppel with
      respect to, any such or any other covenant, obligations, condition or
      agreement by the party entitled to the benefits thereto.

9.3   Severability. If any provisions hereof shall be held invalid or
      unenforceable by any court of competent jurisdiction or as a result of
      future legislative action, such holding or action shall be strictly
      construed and, subject to applicable law, shall not affect the validity or
      effect of any other provisions hereof.

9.4   No Third Party Beneficiary. Nothing herein expressed or implied is
      intended to or shall be construed to confer upon or give to any person or
      corporation other than the parties hereto and their successors any rights
      or remedies under or by reason of this Agreement.

9.5   Entire Agreement; Amendments. This Agreement contains and is intended as,
      a complete statement of the entire agreement and understanding between the
      parties with respect to the subject matter hereof and supersedes all prior
      statements, representations, discussions, agreements, draft agreements and
      undertakings, whether written or oral, express or implied, of any and
      every nature with respect thereto. This Agreement cannot be changed or
      terminated orally. This Agreement may only be amended by written agreement
      of Priceline and Delta.

9.6   Assignment. This Agreement shall be binding upon the successors and
      assigns of the parties hereto, although no party shall be permitted to
      assign


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      any of its rights or delegate any of its duties under this Agreement
      without the consent of the other party hereto.

9.7   Governing Law. This Agreement shall be governed by and construed in
      accordance with the laws of the State of Delaware applicable to agreements
      made and to be performed in the State of Delaware.

9.8   Notices. All notices, requests, demands, and other communications under
      this Agreement shall be in writing and shall be delivered personally
      (including by courier) or mailed by registered mail, return receipt
      requested, or given by facsimile transmission to the parties at the
      following addresses (or to such other address as a party may have
      specified by notice given to the other pursuant to this provision) and
      shall be deemed given when so received:

             (a)  if to Priceline, to:

                  priceline.com Incorporated
                  5 High Ridge Park,
                  Stamford, Connecticut 06905
                  Attn: - General Counsel
                  Facsimile number:  (203) 595-8344.

             (b)  if to Delta, to:

                  Delta Air Lines, Inc.
                  1030 Delta Boulevard Atlanta, GA 30320
                  Attn: Senior Vice President - General Counsel
                  Facsimile number:  (404) 715-2106.

9.9   Headings. The section headings of this Agreement are for reference
      purposes only and are to be given no effect in the construction or
      interpretation of this Agreement. All references herein to sections,
      unless otherwise identified, are to sections of this Agreement.

9.10  Counterparts; Facsimile Signature. This Agreement may be executed by the
      parties hereto in two or more counterparts, by facsimile or otherwise,
      each of which shall be deemed to constitute an original, but together
      which shall constitute one and the same instrument.


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9.11  Indemnity Each party (the "Indemnifying Party") shall indemnify, defend,
      compensate, and hold harmless the other, and the other's officers,
      directors, employees, and representatives, to the fullest extent permitted
      by law, from and against all damages, claims, liabilities, losses and
      attorneys' fees, arising out of or relating to any breach of any
      representation, warranty, covenant or agreement in this Agreement or any
      agreement signed by Delta or Priceline pursuant to Article 6.

      IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date first above written.

PRICELINE.COM                       DELTA AIR LINES, INC.
INCORPORATED


------------------------            ---------------------------
By:    Paul E. Francis              By:    M. Michele Burns
Title: Chief Financial Officer      Title: Vice President & Treasurer


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 TYPE:  EX-10.11.6
 SEQUENCE:  3
 DESCRIPTION:  AMENDMENT



AMENDMENT TO THE AIRLINE PARTICIPATION AGREEMENT AND THE GENERAL AGREEMENT

This Amendment ("Amendment"), dated the 17th day of November, 1999, amends the
Airline Participation Agreement ("APA") and the General Agreement ("GA"), dated
August 31, 1998, as amended, between and among Delta Air Lines, Inc. ("Delta")
and priceline.com Incorporated and PriceLine Travel, Inc. which merged with and
into priceline.com Incorporated on March 24, 1999 ("Priceline"). Unless
otherwise defined herein, capitalized terms shall have the meanings set forth in
the APA and the GA, as applicable.

1.    The following provision replaces Section 3.1 of the GA in its entirety:

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

      (a)   Delta consents to the participation in Priceline by the U.S.
            carriers identified in the attached Schedule 3.1; subject to the
            following restrictions:

            (i)   Priceline shall not issue tickets on Northwest Airlines to or
                  from ATL, except for the following O&D markets: DTW-ATL,
                  MSP-ATL, and MEM-ATL;

            (ii)  Priceline shall not issue tickets on Continental Airlines to
                  or from ATL, except for the following O&D markets: EWR-ATL,
                  CLE-ATL, HOU-ATL and IAH-ATL;

            (iii) Priceline shall not issue tickets on United Airlines to or
                  from ATL, except for the following O&D markets: ORD- ATL,
                  DEN-ATL, SFO-ATL, and IAD-ATL;

            (iv)  Priceline shall not issue tickets on USAirways to or from ATL,
                  BOS or LGA except for the following O&D markets: PIT-
                  ATL/BOS/LGA, PHL-ATL/BOS/LGA, and CLT-ATL/BOS/LGA.
                  Notwithstanding the above restriction, Priceline may issue
                  tickets on USAirways to or from BOS or LGA in O&D markets not
                  served by nonstop flights operated by Delta or a carrier
                  operating a flight under Delta's two letter "DL" designator
                  code, provided, that Priceline shall restrict its ticket BOS
                  or LGA sales on USAirways within thirty (30) days of any new
                  nonstop BOS or LGA service offered by Delta or a carrier
                  operating a flight under Delta's two letter "DL" designator
                  code; and

            (v)   Priceline shall not issue tickets on American Airlines to or



                  from ATL, except for the following O&D markets: ORD-ATL,
                  DFW-ATL and MIA-ATL. In the event that American Airlines (or
                  an affiliate of American Airlines), merges with or acquires
                  substantial assets of USAirways in Boston, then, in addition
                  to the ATL market restriction, Priceline shall not issue
                  tickets on American Airlines to or from BOS, except for the
                  following O&D markets: ORD- BOS, DFW- BOS and MIA- BOS;
                  provided, that Priceline may issue tickets on American
                  Airlines to or from BOS in O&D markets not served by nonstop
                  flights operated by Delta or a carrier operating a flight
                  under Delta's two letter "DL" designator code subject to;
                  provided, further, that Priceline shall restrict its BOS
                  ticket sales on American within thirty (30) days of any new
                  nonstop BOS service offered by Delta or a carrier operating a
                  flight under Delta's two letter "DL" designator code. In the
                  event that American acquires or operates a hub airport in PIT,
                  PHL or CLT as a result of the acquisition of substantially all
                  of the assets of USAirways in PIT, PHL or CLT, then Priceline
                  may issue tickets on American Airlines, respectively, in the
                  PIT-ATL, PHL-ATL, or CLT-ATL markets, respectively.

      (b)   Delta consents to the participation in Priceline by the
            International Carriers identified in the attached Schedule 3.1;
            subject to the following restrictions:

            (i)   Priceline shall not issue tickets for international travel on
                  Austrian Airlines, Sabena, Swissair, AeroMexico, Air Jamaica,
                  Korean Airlines, Air Canada, All Nippon Airways, El Al Israel
                  Airlines, Qantas, Japan Airlines, Alitalia and Aerolineas
                  Argentinas to or from ATL or BOS, except for offers
                  originating from O&D markets not served by Delta or a carrier
                  operating a flight under Delta's two letter ("DL") designator
                  code.

      (c)   Notwithstanding the restrictions set forth in Section 3.1(a) and
            3.1(b), Priceline may, in addition to other rights set forth in this
            Amendment issue tickets (i) on Turkish Airlines solely in the New
            York (JFK) - Tel Aviv O&D market, (ii) on flights operated by
            Participating Airlines in O&D markets not served by Delta or a
            carrier operating a flight under Delta's two letter designator code,
            and (iii) on code share flights operated by third party carriers
            (including commuter carriers) where the Participating Carrier's two
            letter designator code used to identify its flights (as published
            and used in the Official Airline Guide (OAG), computer reservation
            systems (CRS's) and internal reservations systems) appears in the
            carrier code box of the flight coupon; provided, that the market
            restrictions set forth in Section 3.1(a) and 3.1(b) are applicable
            to such code share flights.


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      (d)   Priceline shall not issue tickets on carriers that are not listed on
            Schedule 3.1. The participation of other domestic and international
            carriers in Priceline, and the sale of tickets on such carriers, is
            subject to Delta's prior written consent. Delta agrees to meet with
            Priceline to discuss objective criteria by which new international
            participants could be added.

      (e)   For purposes of Section 3.1, an O&D market shall be considered to be
            served by Delta or a carrier operating a flight under Delta's two
            letter designator code at any time scheduled service is offered for
            sale by one or more such carriers.

2.    The following test is added as Section 7.15 (f) of the GA:

Reporting Audit Rights:

The General Agreement will be amended to state that Priceline will make
available (at no cost to Delta) to all Participating Airlines, on an agreed
production schedule, the following information for all Domestic and
International markets in which such Participating Airlines provide fares and
availability ("Applicable O&D's"):

o     Methodology for determination of "Reasonable Demand" where "Reasonable
      Demand" denotes offers acceptable to Priceline for possible fulfillment

o     Notification of changes to "Reasonable Demand" methodology

o     O&D routing, number of passengers, revenue, and average fare data for all
      Priceline tickets for each Participating Airline The above data will be
      made available to each Participating Airline no later than 30 days
      following the end of each calendar month in the case of segment data and
      each calendar quarter in the case of data relating to number of
      passengers, revenue and average fare data.

o     With respect to Delta only

      -     Weekly frequency distribution of offer price demand by applicable
            O&D to include mode, range, minimum/maximum level, mean, median,
            standard deviation and bid price trends

      -     As soon as practical but in any case within six months, make
            available to Delta with weekly detail and summary report that
            identifies rejected offers and the reasons leading to the rejections
            (e.g., "bid was too low by $20, no "L" inventory LGA-ATL Nov 1)

o     Priceline will continue to provide to Delta all the data it currently
      submits on a regular basis (i.e., Delta Air Lines' Weekly Ticket Report -
      Summaries of Ticket Sales by O&D - Domestic and International), including
      data routinely submitted in response to Delta ad hoc requests.

      Priceline will disclose bookings through Priceline in a format comparable
      to the CRS MIDT data on a weekly basis and Priceline shall make available


                                       3


      such data to all Participating Carriers.

      Priceline agrees to make available to Delta the audit plan and the report
      prepared by priceline's auditors concerning Priceline's compliance with
      the Participation Agreement and Delta General Agreement. In addition,
      Delta will have the right to audit Priceline for compliance on all
      contractual market, product, and other agreements and to receive regular
      reports measuring compliance to such contractual terms.

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

      7.11 All Participating Carriers will be given the first opportunity to
      fill a customer ticket request based on a formula which allocates such
      requests in proportion to the aggregate domestic or international market
      share (as applicable) of each Participating Carrier for each O&D
      requested. If a Participating Carrier fails to respond to a ticket request
      on its designated first look, then Priceline will allocate the request
      through a second round of preferred looks, which will be allocated in
      proportion to the aggregate domestic or international market shares (as
      applicable) of all remaining Participating Carriers for each O&D requested
      (but excluding the Participating Carrier that failed to fulfill the ticket
      request on the first look).

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

      III. Priceline Ticket Allocation Methodology

            All Participating Carriers will be given the first opportunity to
            fill a customer ticket request based on a formula which allocates
            such requests in proportion to the aggregate domestic or
            international market share (as applicable) of each Participating
            Carrier for each O&D requested. If a Participating Carrier fails to
            respond to a ticket request on its designated first look, then
            Priceline will allocate the request through a second round of
            preferred looks, which will be allocated in proportion to the
            aggregate domestic or international market shares (as applicable) of
            all remaining Participating Carriers for each O&D requested (but
            excluding the Participating Carrier that failed to fulfill the
            ticket request on the first look).


                                       4


5.    Except as provided herein, all other terms and conditions of the APA and
      the GA shall remain in full force and effect. In the event any term or
      provision of the APA or the GA is contrary to or inconsistent with this
      Amendment, the terms of this Amendment shall control.

     PRICELINE.COM                          DELTA AIR LINES, INC.
     INCORPORATED


     -------------------------------        ----------------------------
     By: Paul E. Francis                    By: M. Michele Burns
     Title: Chief Financial Officer         Title: Vice President & Treasurer


                                       5


                               SCHEDULE 3.1

                               US CARRIERS

                             Alaska Airlines
                            American Airlines
                          America West Airlines
                           Continental Airlines
                            Hawaiian Airlines
                             Midway Airlines
                            Northwest Airlines
                                 Sky West
                           Trans World Airlines
                               Trans States
                                USAirways
                             United Airlines

                          INTERNATIONAL CARRIERS

                               Air Jamaica
                                Aer Lingus
                          Aerolineas Argentinas
                                Aeromexico
                                Air Canada
                                Air France
                             Air New Zealand
                                 Alitalia
                            All Nippon Airways
                            Austrian Airlines
                          Cathay Pacific Airways
                          El Al Israel Airlines
                                  Iberia
                                Icelandair
                             Korean Air Lines
                              Japan Airlines
                                Lufthansa
                            Malaysia Airlines
                                  Qantas
                       SAS (Scandinavian Airlines)
                            Singapore Airlines
                                  Sabena
                          South African Airways
                                 Swissair
                                  Varig
                             Virgin Atlantic


                                       6