Priceline - Delta Airlines: Participation Agreement


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


                         AIRLINE PARTICIPATION AGREEMENT

         THIS AGREEMENT (this "Agreement"), dated August 31, 1998, is by and
among priceline.com Incorporated, a Delaware corporation with an address at Five
High Ridge Park, Stamford, Connecticut 06905 ("PRICELINE INC."), PriceLine
Travel, Inc., a Delaware corporation with an address at 5 High Ridge Park,
Stamford, Connecticut 06905 ("PriceLine Travel" and, together with Priceline
Inc., being collectively referred to herein as "PRICELINE"), and the undersigned
airline, whose principal place of business is set forth on the signature page of
this agreement ("Airline").

                             PRELIMINARY STATEMENT:

         Priceline provides a service 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 airline ticket(s). Priceline then
determines if it is able to fulfill the customer's offer and, if it is able to
do so, PriceLine Travel issues a ticket to the customer on the applicable
carrier.

         Airline desires to participate in the Priceline Service and, in
connection therewith, will provide Priceline with unpublished fares subject to
the Restrictions (defined herein) for select origin and destination city pairs
(each, an "O&D") identified by Airline in accordance with the terms and
conditions set forth in this Agreement.

         Priceline desires to include Airline as a participating carrier in the
Priceline Service and to have access to such unpublished fares in accordance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:


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I.       TICKET RESTRICTIONS AND RELATED MATTERS

         1.       Airline shall make available unpublished fares to Priceline
                  for O&Ds identified by Airline in accordance with the terms
                  and conditions set forth in this Agreement. Unpublished fares
                  provided to Priceline must be issued in accordance with rules
                  and restrictions provided to Priceline from time to time. By
                  way of example, unpublished fares on certain O&D's may require
                  specific routings or be flight/day specific. At all times
                  during the term of this Agreement, Airline will control and
                  determine the unpublished fares and levels of inventory
                  provided to Priceline. It is expressly understood and agreed
                  that Airline makes no commitment whatsoever regarding the
                  level of inventory, number of O&Ds or the level of unpublished
                  fares that will be provided to Priceline.

         2.       All tickets issued by Priceline for carriage on Airline (each,
                  a "PRICELINE TICKET") shall be subject to the following
                  restrictions (the "RESTRICTIONS"):

                  (a)      All Priceline Tickets will be non-refundable,
                           non-endorsable and non- changeable;
                  (b)      All travel will be round-trip with no stopovers or
                           open-jaw travel permitted;
                  (c)      Frequent Flyer mileage and upgrades will not be
                           permitted; provided, Airline may offer such benefits
                           to the extent that it is impractical to impose
                           frequent flyer restrictions on Priceline Tickets;
                  (d)      Priceline customers must agree to (i) make at least
                           one stop or connection on both their departing and
                           return flights, (ii) accept a ticket on any
                           Participating Carrier, and (iii) travel on any flight
                           on the specified date of travel (x) for domestic U.
                           S. flights, during the 6 a.m. - 10 p.m. time period
                           [unless the customer has specified a request to
                           include flights departing outside those periods], and
                           (y) for international flights, at any time (i.e.,
                           12:01 a.m. to 11:59 p.m.);
                  (e)      All Priceline travel reservations and bookings shall
                           be made without Priceline customers specifying a
                           preferred (or


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                           requested) carrier, flight or time of day travel
                           preference(s) on the specified date(s) of travel;
                  (f)      All Priceline Tickets require instant ticketing
                           guaranteed with a major credit card if Priceline is
                           able to provide an airline ticket within the
                           customer's requested price, departure and return date
                           parameters; and
                  (g)      Priceline Ticket reservations are limited to no more
                           than eight persons traveling in the same itinerary.
                  (h)      In any seven day calendar period, a Priceline
                           customer shall be limited to making one offer price
                           for airline ticket(s) for a Trip. A "TRIP" is defined
                           as travel between the same airports on the same dates
                           of travel. A Priceline customer may, within a seven
                           calendar day period, make an offer for travel in a
                           different airport pair or on different dates of
                           travel. Priceline will not sell a ticket to a
                           Priceline customer in response to a second (or
                           subsequent) offer for a Trip within a seven calendar
                           day period; provided, that Priceline may sell a
                           ticket in connection with a second offer if the
                           Priceline customer (i) raises the offer by a minimum
                           of [**] and (ii) accepts, as part of the second
                           offer, (x) a travel package which includes a hotel or
                           rental car offer, or (y) a product or service
                           co-marketed by Priceline such as a credit card or
                           long distance telephone service; provided further,
                           that Priceline shall limit the number of such second
                           offers to not greater than twenty percent (20%) of
                           first offers.

         3.       Airline may include, in addition to the Restrictions, other
                  fare rules and conditions for Priceline Tickets issued on
                  Airline such as advance purchase or Saturday night stay
                  requirements. Priceline also reserves the right to impose
                  additional restrictions on Priceline Tickets, including a
                  Saturday night stay requirement, as part of the Restrictions.

         4.       The Restrictions will apply to all tickets issued through the
                  Priceline Service on Airline. Airline may waive, at its own
                  cost and expense, one or more of the Restrictions pursuant to
                  a direct arrangement made by Airline with the applicable
                  customer holding a Priceline Ticket. On an exception basis
                  where necessary or appropriate to promote customer good will,
                  Priceline may refund the price of a Priceline


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                  Ticket pursuant to a direct arrangement made by Priceline with
                  the applicable customer. Priceline shall provide Airline with
                  a monthly report detailing the number and amount of refunded
                  Priceline Tickets involving air transportation services on
                  Airline.

         5.       The Restrictions will be communicated by Priceline to the
                  customer via the Internet (or through Priceline's customer
                  service representatives if the consumer contacts Priceline
                  through its toll free customer service number), and will be
                  set forth on ticketing and/or itinerary documentation issued
                  by PriceLine Travel.

         6.       All Priceline Tickets issued for carriage on Airline shall be
                  subject to the published conditions of carriage and the fare
                  rules of Airline, to the extent such conditions and fare rules
                  are consistent with the Restrictions. Airline will honor all
                  Priceline Tickets issued for travel on Airline in accordance
                  with the Restrictions and other rules and conditions
                  established by Airline for Priceline Tickets.

II.      PRICELINE TICKET RESERVATIONS, BOOKINGS, PAYMENT AND FULFILLMENT

         1.       Airline will file unpublished fares and rules for Priceline
                  Tickets with the computer reservation system ("CRS") used by
                  Priceline Travel.

         2.       Priceline will determine the price at which tickets are sold
                  based on customer offers received through the Priceline
                  Service. Priceline shall not advertise prices or fares below
                  Airline's published fares. As used herein, "published fare"
                  means an Airline fare published through the Airline Tariff
                  Publishing Company (ATP) and available for sale by Airline
                  appointed agents for scheduled air transportation.

         3.       All unpublished fares made available by Airline for sale
                  through the Priceline Service shall not be commissionable and
                  shall be inclusive of the domestic 9% federal transportation
                  excise tax. All such unpublished fares shall be exclusive of
                  any domestic federal segment taxes, and any domestic or
                  international fuel, departure, arrival, passenger facility,
                  airport, terminal and/or security taxes or surcharges which,
                  when applicable, must be added to the fare amount collected
                  from the passenger and shown on the Priceline Ticket.


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         4.       Upon locating a unpublished fare satisfying a Priceline
                  customer's ticket request, PriceLine Travel shall immediately
                  ticket the customer's ticket price against a valid credit card
                  provided by the Priceline customer.

         5.       In all Priceline Ticket transactions, PriceLine Travel will be
                  the merchant of record and will pay all associated merchant
                  credit card fees. All Priceline tickets sold on Airline will
                  be settled through ARC.

         6.       All tickets of Airline issued through the Priceline Service
                  will be issued by PriceLine Travel using Agency ARC:
                  07-50854-6. In collecting payment for Priceline Tickets,
                  PriceLine Travel will act as the agent of Airline pursuant to
                  Agent's ARC Agent Reporting Agreement with the Airlines
                  Reporting Corporation ("ARC").

         7.       Unless otherwise directed by a Priceline customer, all
                  Priceline Tickets issued on Airline will be issued
                  electronically. After issuance, Priceline will promptly
                  forward to the customer a receipt of proof of purchase,
                  contract of carriage on Airline and a copy of the Restrictions
                  (including any additional restrictions imposed by Airline). In
                  the event a Priceline customer requests Airline to provide a
                  separate electronic ticket receipt for an electronic ticket
                  issued by PriceLine Travel, Priceline agrees that the price
                  shown on Airline's receipt will reflect the unpublished fare
                  to PriceLine Travel until such time as Airline is reasonably
                  able to produce "bulk" electronic tickets. Insofar as the
                  disclosure of unpublished net fare information to the customer
                  may create customer relations issues for Airline, Airline may
                  direct PriceLine Travel to issue paper tickets until such time
                  as Airline is reasonably able to produce "bulk" electronic
                  tickets. To the extent the disclosure of such unpublished fare
                  information to the Priceline customer creates ongoing customer
                  relations issues for Priceline, PriceLine Travel may, upon
                  reasonable notice to Airline, independently issue paper
                  tickets to customers purchasing tickets on Airline until such
                  time as Airline produces "bulk" electronic tickets.


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         8.       Subject to the provisions of Paragraph II.7 above, Priceline
                  will encourage its customers to accept electronic ticketing
                  for all PriceLine Ticket requests by imposing an additional
                  charge for the issuance of paper tickets and maintaining the
                  issuance of electronic tickets as the default option on the
                  Priceline Service.

         9.       Subject to the provisions of Paragraph II.5 above, all
                  Priceline paper tickets for carriage on Airline will be issued
                  by PriceLine Travel on standard ARC traffic documents and will
                  be validated with Airline's validation in accordance with ARC
                  requirements. The passenger coupon will show "bulk" for the
                  fare amount and will include all additional collections noted
                  in Paragraph II.3 above. The auditor's coupon will show the
                  Airline's unpublished fare as authorized by PriceLine Travel.

         10.      In the event that Priceline is unable to fulfill a Priceline
                  ticket request from unpublished fares and seat inventory
                  provided from airlines participating in the Priceline Service,
                  Priceline reserves the right to sell tickets on Airline using
                  published fares used by travel agents generally as reflected
                  in CRSs, in accordance with the rules and conditions
                  associated with such fares.

         11.      At the request of Airline, Priceline will incorporate into the
                  Priceline Service a "hot link" to the designated Internet site
                  of Airline; PROVIDED, HOWEVER, that Priceline will have a
                  reasonable period of time following any such request to
                  accomplish any system changes, additions or enhancements
                  necessary or appropriate for the inclusion of any such "hot
                  link."

III.     PRICELINE TICKET ALLOCATION METHODOLOGY

                  All airlines participating in the Priceline Service will be
                  given the first opportunity to fill a customer ticket request
                  based on a formula [**]. If a participating airline 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, [**] for each O&D requested (but excluding
                  the participating airline that failed to fulfill the ticket
                  request on the first look).


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IV.      PRICELINE CUSTOMER SERVICE; JOINT MARKETING

         1.       Priceline will provide twenty-four hour customer support
                  services to all Priceline customers through a toll-free number
                  at the customer support center designated by Priceline from
                  time to time. The customer support center will be adequately
                  staffed with personnel trained to take Priceline Ticket
                  requests by phone and respond to all customer inquiries for
                  related service and support.

         2.       Priceline will use commercially reasonable efforts to ensure
                  that its customer service representatives provide quality
                  customer service and support to Priceline customers in a
                  prompt, reliable and courteous manner.

         3.       Priceline will respond to Priceline customer questions and
                  issues pertaining to special handling requirements for
                  Priceline Tickets including processing any special customer
                  handling requirements in respect of Priceline Tickets issued
                  on Airline.

V.       CONFIDENTIALITY

         1.       Priceline and 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 party. As used
                  herein, the term "CONFIDENTIAL INFORMATION" shall mean this
                  Agreement and its subject matter, and proprietary information
                  that is provided to or obtained from one party to the other
                  party including 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,
                  including the unpublished fares provided by Airline to
                  Priceline pursuant to this Agreement. The recipient of
                  Confidential Information may only disclose such information to
                  its employees on a need-to-know basis.

         2.       The obligations of a recipient party with respect to
                  Confidential Information shall remain in effect during and
                  after the term of this


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                  Agreement (including any renewals or extensions hereof) and
                  for a period of five (5) years thereafter, except to the
                  extent such data:

                  (a)      is or becomes generally available to the public other
                           than as a result of a disclosure by the recipient, or
                           its directors, officers, employees, agents or
                           advisor;

                  (b)      becomes available to the recipient on a
                           non-confidential basis from a source other than the
                           disclosing party or its affiliated companies,
                           provided that such source is not bound by any
                           confidentiality obligations to the disclosing party
                           or its affiliated companies (as applicable); or

                  (c)      is 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.

         3.       In the event that the recipient becomes legally compelled to
                  disclose any of such Confidential Information by any
                  governmental body or court, recipient will provide the
                  disclosing party with prompt notice so that the disclosing
                  party may seek a protective order or other appropriate remedy
                  and/or waive compliance (in writing) with the provisions
                  hereof. In the event that such protective order or other
                  remedy is not obtained, or the disclosing party waives (in
                  writing) compliance with the provisions hereof, recipient will
                  furnish only that portion of such Confidential Material which
                  is legally required and will exercise its reasonable business
                  efforts to obtain appropriate assurance that confidential
                  treatment will be accorded such Confidential Information.

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

         5.       Priceline will not disclose (including, without limitation, by
                  sale) to any third party information obtained through the
                  Priceline Service concerning a customer who has acquired a
                  ticket on Airline using the Priceline Service.


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         6.       Priceline will not identify Airline's participation in the
                  Priceline Service until a customer is booked and confirmed for
                  ticketing. Further, Priceline will not, in any media
                  (including its Internet site), indicate that Airline is
                  participating or has participated in the Priceline Service
                  except to indicate that as a consumer proposition, a Priceline
                  customer must accept a routing on one of the major U.S. full
                  service airlines or, in the case of international travel,
                  other airline carriers available through the Priceline
                  Service. Except as set forth above, Priceline will not
                  disclose Airline's participation in the Priceline Service
                  without Airline's prior consent. Airline will not disclose its
                  participation in the Priceline Service without Priceline
                  Inc.'s prior consent.

VI.      PROPRIETARY MARKS

                  During the term of this Agreement neither Priceline nor
                  Airline shall use the other party's trademarks, trade names,
                  service marks, logos, emblems, symbols or other brand
                  identifiers in advertising or marketing materials, unless it
                  has obtained the prior written approval of the other party.
                  The consent required by this Paragraph VI shall extend to the
                  content of the specific advertising or marketing items as well
                  as the placement and prominence of the applicable trademark,
                  trade name, service mark, logo, emblem, symbol or other brand
                  identifier of the other party. Priceline or Airline, as
                  applicable, shall cause the withholding, discontinuance,
                  recall or cancellation, as appropriate, of any advertising or
                  promotional material not approved in writing by the other
                  party, that differs significantly from that approved by the
                  other party, or that is put to a use or used in a media not
                  approved by the other party.

VII.     REPORTING; AUDIT RIGHTS

         1.       Priceline will provide monthly reports in a format designated
                  by Airline summarizing (i) information concerning each ticket
                  issued by PriceLine Travel on Airline; (ii) aggregate
                  information (i.e. non airline specific) for all tickets issued
                  by PriceLine Travel in each O&D that Airline participates; and
                  (iii) aggregate information for all Priceline offers


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                  from customers not ticketed in each O&D that Airline
                  participates.

         2.       Priceline will provide to Airline an annual statement by
                  Priceline's independent accounting firm or other qualified
                  third-party concerning Priceline's compliance with the
                  Priceline Ticket Allocation Methodology specified in Section
                  III and all reporting obligations
                  required by this Agreement.

         3.       Airline may, upon reasonable notice to Priceline and during
                  normal business hours, audit the financial books and records
                  of Priceline and the information specified in Sections VII.I
                  and 2. Any such audit shall be at the sole cost and expense of
                  Airline and shall be conducted in a manner that does not
                  unduly disrupt or interfere with the normal business
                  operations of Priceline.

VIII.    TERM OF AGREEMENT

         1.       Subject to the provisions of this Paragraph VIII, this
                  Agreement will commence on the date set forth on the first
                  page of this Agreement (the "Commencement Date") and will
                  continue for a period of ten (10) years thereafter.
                  Notwithstanding the foregoing, Airline may terminate this
                  Agreement for any reason whatsoever after the third
                  anniversary of the Commencement Date upon 180 days' prior
                  written notice of termination delivered to Priceline. Airline
                  may terminate this Agreement at any time after the
                  Commencement Date in the event of a change of control of
                  Priceline Inc., other than a change of control resulting from
                  an initial public offering of shares of Priceline Inc. capital
                  stock.

         2.       Any party may terminate this Agreement at any time after the
                  Commencement Date if another party is in material breach of
                  its obligations hereunder and has failed to fully cure such
                  breach within thirty (30) days following its receipt of notice
                  of such breach.

         3.       The obligations of the parties under Paragraphs V and IX of
                  this Agreement shall indefinitely survive the expiration or
                  any termination of this Agreement.


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         4.       In the event of written notice of termination of this
                  Agreement in accordance with the terms of this Paragraph VIII,
                  all Priceline Tickets issued on Airline prior to the effective
                  date of termination specified in such notice will be honored
                  by Airline under the terms of this Agreement.

IX.      INDEMNIFICATION

         1.       PriceLine Travel and Priceline Inc. will jointly and severally
                  indemnify, defend and hold harmless 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 Inc.'s or PriceLine Travel's breach of this
                  Agreement or the ARC Agent Reporting Agreement, or by the
                  negligence or willful acts of either party or any of their
                  respective employees or agents.

         2.       Airline will indemnify, defend and hold harmless Priceline,
                  Inc. and PriceLine Travel, and their respective 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
                  Airline's breach of this Agreement or by the negligence or
                  willful acts of Airline or any of its employees or agents.

X.       NO EXCLUSIVE

                  The relationship by and among Airline, Priceline Inc. and
                  PriceLine Travel as set forth in this Agreement shall be
                  non-exclusive. As such, Airline may participate in other
                  programs similar to the Priceline Service.

XI.      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.


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         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 mails, in each case as herein
                  provided:


                                                           
                  If to PriceLine Travel or to                If to Airline,
                  Priceline Inc.:

                  Priceline.com Incorporated                  Delta Air Lines, Inc.
                  Five High Ridge Park                        1030 Delta Boulevard
                  Stamford, CT 06905                          Hartsfield Atlanta International Airport
                                                              Atlanta, GA 30320
                  Attention: Chief Financial Officer          Attention:   VP-Reservations Sales
                                                                           & Distribution Planning
                  Phone: 203-705-3027                         Phone: 404-715-4079
                  Fax: 203-595-8344                           Fax: 404-715-2277

                  WITH A COPY TO:                             WITH A COPY TO:

                  Priceline.com Incorporated                  Delta Air Lines, Inc.
                  Five High Ridge Park                        1030 Delta Boulevard
                  Stamford, CT 06905                          Hartsfield Atlanta International Airport
                                                              Atlanta, GA 30320



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                  Attention: General Counsel                  Attention: General Counsel
                                                              Phone: 404-715-2387
                                                              Fax: 404-773-1657


                  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 XI(3).

         4.       This Agreement and the Attachments hereto supersede and
                  replace all previous understandings or agreements, whether
                  oral or written, with respect to the subject matter hereof .
                  The captions in this Agreement are for convenience only and do
                  not alter any terms of this Agreement.

         5.       This Agreement may be amended or modified only by a written
                  amendment executed by 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. Each party agrees that any civil suit or action
                  brought against it as a result of any of its obligations under
                  this Agreement may be brought against it either in the state
                  or federal courts of the principal place of business of either
                  party, and each party hereby irrevocably submits to the
                  jurisdiction of such courts and irrevocably waives, to the
                  fullest extent permitted by law, any objections that it may
                  now or hereafter have to the laying of the venue of such civil
                  suit or action and any claim that such civil suit or action
                  has been brought in an inconvenient forum, and each party
                  further agrees that final judgment in any such civil suit or
                  action shall be conclusive and binding upon it and shall be
                  enforceable against it by suit upon such judgment in any court
                  of competent jurisdiction.

         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. Execution may be effected by
                  delivery of facsimiles of signature pages (and the parties
                  shall follow such delivery by prompt delivery of originals of
                  such pages).


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         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. PriceLine Travel shall
                  comply at all times with the provisions of Airline's tariffs
                  (except where such tariffs are specifically amended by Airline
                  under the terms of this Agreement) and the terms of the
                  Airlines Reporting Corporation (ARC) Agent Reporting Agreement
                  and any addenda thereto.

         9.       Priceline agrees to notify Airline promptly, in writing, in
                  the event there is a change of control in the ownership of
                  PriceLine Inc. For purposes of this Agreement, a " change of
                  control" with respect to a party means (i) the acquisition by
                  any other person or group (within the meaning of Section
                  13(d)(3) of the Securities Exchange Act (except an employee
                  group of such party, any of its subsidiaries or a holding
                  company of such party)), of the beneficial ownership of
                  securities representing 20% or more of the combined voting
                  power of the securities entitled to vote generally in the
                  election of the board of directors of such party, or (ii) the
                  sale, mortgage, lease or other transfer of assets or earning
                  power constituting more than 50% of the assets or earning
                  power of such party (other than ordinary course financing);
                  PROVIDED that in no event shall a "change of control be
                  defined to include (i) an initial public offering of shares of
                  a party's capital stock, (ii) the formation by a party of a
                  holding company, or (iii) an intra-corporate transaction with
                  a company under common control with a party.

         10.      No party hereto shall assign or transfer or permit the
                  assignment or transfer of this Agreement without the prior
                  written consent of the other parties.

         11.      This Agreement shall not be deemed to create any partnership
                  or joint venture between Airline and Priceline, nor to create
                  any rights in favor of any person or entity other than the
                  parties hereto. This Agreement is for the sole benefit of the
                  parties and nothing herein expressed or implied shall give or
                  be construed to give any other person any legal or equitable
                  rights hereunder.


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         12.      NO PARTY WILL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL
                  DAMAGES, INCLUDING LOST REVENUES, LOST PROFITS, OR LOST
                  PROSPECTIVE ECONOMIC ADVANTAGE, ARISING FROM THIS AGREEMENT OR
                  ANY BREACH HEREOF.

         13.      THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE
                  EVENT ANY PROVISION OF THIS AGREEMENT IS NOT PERFORMED IN
                  ACCORDANCE WITH THE TERMS HEREOF AND THAT THE PARTIES SHALL BE
                  ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES
                  OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND
                  PROVISIONS OF THIS AGREEMENT.

         14.      Each party has participated jointly in the negotiation and
                  drafting of this Agreement. In the event any ambiguity or
                  question of intent or interpretation arises, this Agreement
                  shall be construed as if drafted jointly by the parties, and
                  no presumption or burden of proof shall arise favoring or
                  disfavoring any party by virtue of the authorship of any of
                  the provisions of this Agreement

         15.      In the event that either party hereto is prevented from
                  fulfilling any of its obligations under this Agreement for a
                  period not exceeding one hundred twenty (120) consecutive days
                  for a reason beyond its control, including, but not limited
                  to, strikes, lockouts, work stoppages or other labor disputes,
                  riots, civil commotions, acts of God, fire, flood and other
                  weather-related reasons, governmental action or directive (a
                  "FORCE MAJEURE EVENT"), such party shall not, by reason of
                  being so prevented, be in breach of this Agreement and such
                  condition shall not be cause of termination by the other
                  party. If a Force Majeure Event continues for a period in
                  excess of one hundred twenty (120) consecutive days as to one
                  party which prevents that party from fulfilling in any
                  material way its obligations under this Agreement to the other
                  party, the other party shall have the right to terminate this
                  Agreement upon thirty (30) days' advance written notice to the
                  other party.


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



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

                                           AIRLINE:
PRICELINE TRAVEL, INC.                     DELTA AIR LINES, INC.



/s/ Tim Brier                              /s/ Frederick W. Reid
----------------------------               ----------------------------------
By: Tim Brier                              By:  Frederick W. Reid

Title:  President                          Title:  Executive Vice President
and
                                                   Chief Marketing Officer

                                           AIRLINE PRINCIPAL PLACE OF BUSINESS:

                                           1030 Delta Boulevard
PRICELINE.COM                              Hartsfield Atlanta International
Airport
INCORPORATED                               Atlanta, GA 30320



/s/ Tim Brier
----------------------------
By: Tim Brier

Title: Executive Vice President






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



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