Priceline.com Hotels Memo of Understanding - Priceline.com Inc.


PRICELINE.COM HOTELS

This Memo of Understanding is dated as of ______________, and is between
PRICELINE.COM INCORPORATED ("priceline.com") and INSERT HOTEL _________________.
The parties agree as follows:

-     Hotel participation with priceline.com is of no cost to the Hotel

-     Priceline.com will not reveal Hotel participation to the general public or
      to other Hotels participating in the program

-     The Hotel will supply competitive rates to priceline.com

-     The Hotel agrees to load rates into Worldspan SecuRate Hotel Program using
      priceline.com's plan code __________________________.

-     Hotels must be of 2-star quality or higher; final determination on star
      quality is made by priceline.com

-     The Hotel Company must provide reasonable advance notice of properties to
      be included in the program. All properties will be subject to inspection
      by priceline.com staff

-     The allocation model for bookings will be developed during launch, whereby
      each property will have an equal opportunity to confirm requests

-     Priceline.com will provide the Hotel with guest booking information for
      their records

-     Priceline guests are pre-paid reservations. Should a guest be "walked" by
      the Hotel, all standard policies of the Hotel will be adhered to as the
      priceline.com guest is the customer of the Hotel.

-     If a priceline.com pre-paid reservation is cancelled, Hotel may be
      entitled to retain payment for the first night of the reservation but
      shall promptly refund priceline.com for the amount of any remaining
      nights. Such refund shall be made without any request for a refund by
      priceline.com.

-     Priceline.com and the Hotel will be responsible for their own acts and
      omissions (including the acts and omissions of their respective agents and
      employees), and will fully indemnify and hold harmless the other party
      from and against all liabilities, claims and damages (including attorneys
      fees) arising from any act or omission of the other party and its
      respective agents and employees

-     This Memo of Understanding shall be governed by the internal laws of the
      State of Connecticut

HOTEL

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Name                   Title                Signature                Date

PRICELINE.COM, INCORPORATED

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Name                   Title                Signature                Date