System Access Agreement - Worldspan LP and Priceline LLC


                       WORLDSPAN SYSTEM ACCESS AGREEMENT

      THIS System Access Agreement ("Agreement") is made this 4th day of August,
1997, between WORLDSPAN, L.P., having its principal place of business at 300
Galleria Parkway, N.W., Suite 2100, Atlanta, Georgia, 30339 ("WORLDSPAN"), and
Priceline, L.L.C. having its principal place of business at Five High Ridge
Park, Stamford, CT, 06905 ("Developer").

      WHEREAS, WORLDSPAN provides and markets computerized reservation services
and has developed and offers a computerized system which provides reservations,
ticketing, and other services for air transportation and other businesses (the
"System"); and

      WHEREAS, Developer desires to gain access to the System for the purposes
of developing and testing proposed software program(s) to be used in connection
with the System (the "Program") and WORLDSPAN is willing to make access to the
System available to Developer according to the terms of this Agreement.

      NOW, THEREFORE, IT IS AGREED;

1. Term.

      This Agreement shall become effective upon the date first written above
and will continue until terminated by either party at any time thereafter upon
not less than thirty (30) days prior written notice to the other, or until
otherwise terminated pursuant to this Agreement.

2. Access to System and Use of Data.

      (a) WORLDSPAN hereby grants to Developer access to the System through an
interchange address and one or more terminal addresses identified on Schedule A
of this Agreement and Developer accepts such access, all according to the terms
set forth herein. Developer agrees to pay to WORLDSPAN the fees and other
charges pursuant to this Agreement, including but not limited to, those included
on Schedule A.

      (b) Developer agrees that the System will be used solely for the purposes
and functions contemplated by this Agreement. Developer agrees that it will
limit its access to development and testing of the Product and for no other
purpose. Improper use shall include, but is not limited to, generation of
message activity with the System of such speed or volume that may lead to
malfunctions or degradation of System performance. In the event that during the
term of this Agreement Developer is provided access to the System as a travel
agent subscriber for the purpose of performing reservations and ticketing
functions. Developer acknowledges that access is provided hereunder solely for
the purposes set forth herein. Developer further acknowledges that the ability
to access the System as a travel agent subscriber does not entitle Developer to
perform its travel agent functions with the access provided hereunder, nor may
Developer access the System pursuant to its Subscriber Agreement as a travel
agent, or provide any third party with any service for the uses contemplated
herein.

      (c) Developer shall not copy, publish, disclose or otherwise make
available any compilations of air carrier service, data or any other information
obtained from WORLDSPAN to anyone in any form; provided, however, that the
foregoing shall not be construed to prevent Developer from preparing and
distributing to its customers reports normally generated through the use of
Developer's system. Improper use of the System shall include, but is not limited
to, speculative booking or reservation of space in anticipation of demand or
improper creation or modification of records. WORLDSPAN reserves the right to
inhibit Developer's access to the System for system maintenance or repairs or
for any other reason at WORLDSPAN's discretion.

      (e) Within thirty (30) days after the commencement of this Agreement,
Developer agrees to provide WORLDSPAN, in writing, with a list of all of
Developer's customers where any product, software or device provided by
Developer is being used in conjunction with the System. This list shall be
updated




every six (6) months or as otherwise reasonably requested by WORLDSPAN. Nothing
herein shall be construed to require Developer to provide services to any
customer, but Developer agrees to abide by all the terms of this Agreement
regarding provision of such services in the event that it elects to so provide
them.

2. Equipment Lease -- Repairs.

      (a) WORLDSPAN leases to Developer, and Developer leases from WORLDSPAN,
the equipment (including hardware, peripherals, software and technical
specifications, configurations or addresses), if any, described on Schedule A
(collectively the "Equipment") at the fee set forth thereon. WORLDSPAN shall
retain title to and ownership of the Equipment, and the same shall be returned
to WORLDSPAN, shipping prepaid, at the termination of this Agreement in the same
condition as provided to Developer, normal wear and tear excepted. Developer
agrees to use the Equipment for the purposes of this Agreement only at
Developer's location identified above.

      (b) WORLDSPAN will install the Equipment at Developer's location,
following Developer's preparation of the installation area at Developer's
expense. Developer shall be solely responsible for establishing electricity for
the Equipment, installing cables, and such other matters as are necessary to
prepare the area for installation consistent with applicable laws, regulations,
building codes and any real property lease(s) of Developer. Developer will not
move or modify the Equipment without the prior written consent of WORLDSPAN.

      (c) WORLDSPAN or its service representative will provide repair services
for the Equipment during WORLDSPAN'S normal repair service hours, which are 8:30
a.m. through 5:00 p.m. local time, Monday through Friday, excluding WORLDSPAN
holidays. WORLDSPAN shall not pay for repair services if the Equipment
malfunction is caused by negligence, misuse, accident, fire, variation or
interruption of electricity, or any attempt to service the Equipment other than
by WORLDSPAN'S service representative (including the addition or removal of any
third party hardware, peripherals or software).

      (d) Developer shall take all necessary precautions to protect the System.

4. Installation.

      Within sixty (60) days following the execution of this Agreement, or as
soon thereafter as reasonably possible, WORLDSPAN shall cause the System to be
available at the Developer location identified above according to this
Agreement. Developer shall be solely responsible for procuring and paying for
the cost of the installation and maintenance of any personal computer, other
equipment and software necessary to enable Developer to access to the System
contemplated herein.

5. Disclaimer of Warranties

      (a) WORLDSPAN DISCLAIMS AND DEVELOPER HEREBY WAIVES ALL WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE, ANY
WARRANTY OF COMPATIBILITY BETWEEN THE SYSTEM, EQUIPMENT, SOFTWARE OR DATA
PROVIDED BY WORLDSPAN AND CUSTOMER OWNED EQUIPMENT OR SOFTWARE, OR ANY LIABILITY
IN NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, WITH RESPECT TO THE SYSTEM,
EQUIPMENT, SOFTWARE, DATA OR SERVICES FURNISHED HEREUNDER, DEVELOPER AGREES THAT
WORLDSPAN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT
LIMITED TO, LOSS OF REVENUES, EVEN IF ADVISED OF THE RISK OF SUCH DAMAGES IN
ADVANCE.

      (b) WORLDSPAN shall not be liable to Developer nor deemed to be in default
of this Agreement, on account of any delays, errors, malfunctions, compatibility
problems or breakdowns with respect to the System, Equipment, data or services
provided hereunder, unless such delay, error,


                                      -2-



malfunction or breakdown results solely from the gross negligence or willful
misconduct of WORLDSPAN.

      (c) Developer acknowledges that the installation or use of the Program or
the Developer's communications hardware (including peripherals) or software may
result in loss of or damage to Developer's hardware, software or data. Developer
agrees to take all reasonable precautions to prevent such loss and damage,
including copying data prior to installation and other reasonable and customary
measures, and adherence to manufacturer's instructions. Developer further agrees
to release and hold WORLDSPAN and its past and present directors, affiliates,
partners, officers, employees, agents and contractors harmless from and against
any losses, damages, liabilities, suits or fines caused by or arising from the
installation or use of the Program or the communications hardware (including
peripherals) or any other similar hardware or software utilized to permit
access to the System.

6. Indemnification.

      (a) Each party shall indemnify, defend and hold harmless the other party,
its past and present directors, affiliates, partners, officers, employees and
agents, from and against all liabilities, damages and expenses, and claims for
damages, suits, proceedings, recoveries, judgments or executions (including but
not limited to litigation costs, expenses, and reasonable attorneys' fees)
arising out of or in connection with any claim that the use of the indemnifying
party's system or data (including, without limitation, hardware, software,
peripherals, technical specifications, configurations or addresses) by the other
party infringes any third party patent, copyright, trademark or other property
right.

      (b) Each party shall indemnify, defend and hold harmless the other party,
its past and present directors, affiliates, partners, officers, employees and
agents from and against all liabilities, damages and expenses, claims for
damages, suits, proceedings, recoveries, judgments or executions (including but
not limited to litigation costs, expenses, and reasonable attorneys' fees) which
may be suffered by, accrued against, charged to or recoverable from the other
party, its past and present directors, affiliates, partners, officers, employees
or agents by reason of or in connection with the other party's performance or
failure to perform, or improper performance of any of the other party's
obligations under this Agreement.

7. Charges.

      (a) In addition to the fees and other charges described in Section 2 and
Section 3 above, Developer shall pay WORLDSPAN at the rate described in Schedule
A of this Agreement, for each message transacted by Developer pursuant to this
Agreement. For the purposes of this Agreement, a "Message" shall include each
electronic transaction generated by Developer to the System including, but not
limited to, transactions initiated by an individual using the "enter" or similar
key on a personal computer or terminal and those automatically or mechanically
generated by a software or hardware device. Examples include, but are not
limited to:

      o     a request to display a record and the associated response

      o     a request to store a remark and the associated response

      o     a request to end a transaction and the associated response

      o     a request to move the screen text down and the associated response

      (b) Developer shall pay to WORLDSPAN monthly, in advance, the nonvariable
fees pursuant to this Agreement. Billing for Message and bridge fees, as defined
herein, shall be made monthly after the end of the month in which such fees have
been incurred. Failure of WORLDSPAN to issue any invoice or bill shall not
relieve Developer of the obligation to pay for any charge owed WORLDSPAN
pursuant to this Agreement. Developer shall pay all fees and other charges
within fifteen (15) days of the date of each invoice. In the event that
Developer fails to pay within fifteen (15) days of an Invoice, WORLDSPAN may
levy a late payment charge computed at the rate of 1 1/2% per month on


                                      -3-




the outstanding balance due hereunder from any month or fraction thereof that
such payment is in default.

      (c) Developer shall pay all sales, use, personal property, excise, license
and franchise taxes as well as any other similar fees, charges or assessments
which arise as a result of this Agreement or which may be imposed in connection
with the access to the System.

      (d) WORLDSPAN reserves the right to increase any charge to Developer under
this Agreement once each calendar year upon not less than thirty (30) days prior
written notice to Developer.

      (e) Developer agrees to advise each of its accounts of WORLDSPAN's fee
that will be billed to the account, for any bridge relationship established by
the account to the Developer. Developer agrees to pay WORLDSPAN for any bridge
relationship established by Developer to any WORLDSPAN subscriber, vendor or
contractor. This charge is set forth on Schedule A and may be modified by
WORLDSPAN from time to time.

8. Developer Support to Customers.

      Developer acknowledges that WORLDSPAN does not agree to provide, and will
not provide, any "help desk" assistance or similar user or technical support to
Developer or its customers with regard to any hardware (including peripherals),
software, product or services provided by Developer. Developer agrees that it
will notify its customers and staff that WORLDSPAN does not provide such
support, and Developer shall be solely responsible for all such support for the
benefit of its staff and customers.

9. Termination.

      (a) Either party shall be entitled to terminate this Agreement upon the
occurrence of any of the following events:

      (1)   Except for Developer's failure to make timely payment, if the other
            party shall refuse, neglect or fail to perform, observe or keep any
            of the material covenants, terms or conditions contained herein to
            be performed, observed or kept, and such refusal, neglect or failure
            shall continue for a period of thirty (30) days including weekends,
            after written notice, the non-defaulting party shall have the right,
            in addition to any other right or remedy it may have, to terminate
            this Agreement; or

      (2)   If the other party petitions for relief under the Bankruptcy Code of
            the United States, or any country or territory, or if voluntary
            bankruptcy proceedings are instituted by a party under any federal,
            state or foreign insolvency laws, or if such a proceeding is
            imminent, or if it is adjudged bankrupt, or if it makes any
            assignment for the benefit of its creditors of all or substantially
            all of its assets; or if an involuntary petition is filed or
            execution issued against it and not dismissed or satisfied within
            thirty (30) days; or if its interest hereunder passes by operation
            of law to any other person, except in case of merger or acquisition,
            the other party may, at its option, terminate this Agreement by
            written notice provided, however, that all monies owed hereunder
            prior to the date of termination shall be immediately due and
            payable.

      (b) WORLDSPAN shall be entitled to terminate this Agreement should
Developer fail to pay any amount due hereunder, and Developer fails to cure such
default within thirty (30) days after the date of written notice from WORLDSPAN.

10. Notices.

      All notices, requests, demands or other communications hereunder shall be
in writing, hand delivered, sent by first class mail, overnight mail, or
facsimile (upon electronic confirmation that the transmission was received) and
shall be deemed to have been given when received at the following addresses:


                                      -4-



      if to WORLDSPAN:

                  WORLDSPAN, L.P.
                  300 Galleria Parkway, NW
                  Atlanta, Georgia 30339
                  U.S.A.
                  Facsimile: (770) 563-7004
                  ATTN: Karen Lennon; Manager - Emerging Markets

      with a copy to:

                  WORLDSPAN, L.P.
                  300 Galleria Parkway, NW
                  Atlanta, Georgia 30339
                  U.S.A.
                  Facsimile: (770) 563-7878
                  ATTN: Legal Department

If to Developer: At the address first written above.

      Any notice provided by facsimile which is received after 4:00 p.m. local
time shall be deemed received the following business day. A party may change its
addresses for notice on not less than ten (10) business days' prior written
notice to the other party.

11. Confidential Information.

      (a) Confidential information supplied by one party to another pursuant to
this Agreement is for the exclusive use of the receiving party and shall not be
disclosed or made available to any other person, firm, corporation or
governmental entity in any form or manner whatsoever; provided, however, that in
the event Confidential Information is subpoenaed or otherwise requested or
demanded by any court or governmental authority, the receiving party shall give
written notice to the disclosing party prior to furnishing the same and shall,
at the request of the disclosing party, exercise reasonable business efforts in
cooperation and at the sole expense of the disclosing party, to quash or limit
such request, demand and/or subpoena. The receiving party's obligations include
treating Confidential Information with at least the concern and protective
measures accorded any trade secrets, proprietary or confidential information and
materials of the receiving party. Nothing herein shall be construed to require
the disclosure of Confidential Information to the receiving party, or to require
the receiving party to accept Confidential Information.

      (b) Upon any termination of the Agreement, Developer agrees to deliver to
WORLDSPAN all documentation, materials, information, Equipment, technical
configurations and specifications supplied by WORLDSPAN and shall also certify
in writing that all copies have been returned to WORLDSPAN.

      (c) Developer understands that the information it has access to through
the System is confidential and proprietary and includes valuable trade secrets
of WORLDSPAN and that WORLDSPAN would suffer irreparable harm if such
confidential or propriety information or trade secrets are directly or
indirectly (i) used by Developer for any purpose other than those specifically
set forth herein, or (ii) disclosed to any third party including affiliates of
Developer which may operate as ARC approved travel agents in direct or indirect
competition with the travel agents subscribing to WORLDSPAN or software
developers in direct or indirect competition with WORLDSPAN. Accordingly,
Developer agrees not to use the information for other purposes, disclose, or
allow access to such information to any third party. Developer agrees that a
breach of these conditions shall be grounds sufficient for immediate termination
of, or suspension of, services under this Agreement, inhibiting Developer's
access to and use of the System, and appropriate legal relief. Upon termination
of this Agreement for any cause or reason, Developer agrees to deliver to
WORLDSPAN all materials or


                                      -5-



information supplied pertaining to WORLDSPAN and shall also confirm that all
copies of such material have been returned to WORLDSPAN or destroyed.

      (d) WORLDSPAN understands that the information it has access to through
the right of access to Developer's facilities is of a confidential and
proprietary nature, and WORLDSPAN may hereinafter have access to other
information of Developer which is of a confidential and proprietary nature, and
could result in irreparable harm to Developer if any such confidential or
proprietary information is directly or indirectly (i) used by WORLDSPAN for any
purpose other than as specifically set forth herein, or (ii) disclosed to any
third party. Accordingly, WORLDSPAN agrees not to use the information for other
purposes, disclose or allow access to such information to any third party.
WORLDSPAN agrees that a breach of these conditions shall be grounds sufficient
for immediate termination of this Agreement, and legal as well as injunctive
relief. Upon termination of this Agreement for any cause or reason, WORLDSPAN
agrees to deliver to Developer all materials or information supplied pertaining
to Developer and shall also confirm that all copies of such material have been
returned to Developer or destroyed.

      (e) WORLDSPAN and Developer agree that any and all non-disclosure and use
covenants contained herein shall survive for a period of five years any
termination of this Agreement.

12. Modifications.

      WORLDSPAN retains the right, in its sole discretion, to enhance, modify or
alter the operation of the System at any time and further retains the right to
make such enhancements, modifications or alterations generally available to
other users of the System. WORLDSPAN shall use reasonable business efforts to
give Developer written notice prior to loading of enhancements, modifications or
alterations, other than those corrective in nature, which would materially
adversely affect the services provided to Developer under this Agreement.

13. Title

      Title and full and complete ownership rights to all WORLDSPAN owned or
developed software (including source and object code) and other technical
specifications, addresses or configurations (collectively the "Software")
associated with or contained in the System or used by WORLDSPAN in connection
with this Agreement shall remain with WORLDSPAN. Developer understands and
agrees that WORLDSPAN's owned or developed Software is WORLDSPAN's trade secret,
proprietary information, and confidential information whether any portion
thereof is or may be validly copyrighted or patented. Any Software provided to
Developer is provided by license only and such license is personal,
non-exclusive, non-transferable and limited to the right to use such Software
during the term of this Agreement only according to guidelines established by
WORLDSPAN from time to time. Such Software shall be utilized by Developer only
in accordance with this Agreement and shall not be copied, duplicated,
reproduced, manufactured, de-compiled, reverse engineered, incorporated into any
software (including any source code, object code or algorithms), modified or
disclosed in any form by any media to any other person or party. Developer
agrees to abide by any terms imposed by any third party that has directly or
indirectly licensed Developer to use Software pursuant to this Agreement. Upon
termination of this Agreement. Developer shall immediately return to WORLDSPAN
any Software provided by WORLDSPAN. Nothing herein shall be construed to require
WORLDSPAN to deliver any Software to Developer or to require Developer to accept
such Software.

14. No Endorsement.

      Nothing herein shall be construed to constitute an endorsement by
WORLDSPAN of any product, software, device or service marketed, sold or provided
by Developer. Developer shall not be entitled to use the name "WORLDSPAN" or any
WORLDSPAN product mark or logo in any fashion, except as otherwise agreed in
writing.

15. General Provisions.


                                      -6-



      (a) Nothing in this Agreement is intended or shall be construed to
create or establish an agency, partnership, or joint venture relationship
between the parties.

      (b) The captions in this Agreement are for convenience only and in no way
define, limit, or enlarge the scope of this Agreement or any of the provisions
therein. Capitalized terms shall have the meanings assigned in this Agreement.

      (c) No waiver by either party of any provision or any breach of this
Agreement constitutes a waiver of any other provision or breach of this
Agreement and no waiver shall be effective unless made in writing. The right of
either party to require strict performance and observance of any obligations
hereunder shall not be affected in any way by any previous waiver, forebearance
or course of dealing.

      (d) Except for Developer's obligation to make payments hereunder, neither
party will be deemed in default of this Agreement as a result of a delay in
performance or failure to perform its obligations caused by acts of God or
governmental authority, strikes or labor disputes, fire, acts of war, failure of
third party suppliers, or for any other cause beyond the control of that party.

      (e) Developer shall not sell, assign, license, sub-license, franchise or
otherwise convey in whole or in part to any third party this Agreement or the
services provided hereunder without the prior written consent of WORLDSPAN,
except that Developer may freely assign all rights, title, interest and
obligations under this Agreement to any taker of all, or substantially all of
Developer's assets.

      (f) This is a non-exclusive agreement. Similar agreements may be entered
into by either party with any other person.

      (g) This Agreement shall be governed by, construed, interpreted and
enforced according to the laws of the State of Georgia and of the United States
of America, without regard to principles of conflict of laws and rules. Each
party hereby consents to the non-exclusive jurisdiction of the courts of the
State of Georgia and United States Federal Courts located in Georgia to resolve
any dispute arising out of this Agreement.

      (h) Each party shall not make any use of the other party's company name,
logo, trademarks or service marks, without the prior written consent of the
party.

      (i) In the event that any material provision of this Agreement is
determined to be invalid, unenforceable or illegal, then such provision shall be
deemed to be superseded and the Agreement modified with a provision which most
nearly corresponds to the intent of the parties and is valid, enforceable and
legal.

      (j) This Agreement constitutes the final and complete understanding and
agreement between the parties concerning the subject matter hereof. Any prior
agreements, understandings, negotiations or communications written or otherwise
are deemed superseded by this Agreement. This Agreement may be modified only by
a further written agreement executed by an authorized representative of the
parties hereto.


                                      -7-



      IN WITNESS WHEREOF, Developer and WORLDSPAN have executed this Agreement
by their respective authorized representatives as of the day and year first
above written.

Priceline, L.L.C.                            WORLDSPAN, L.P.
---------------------------------
(Legal Name of Person or Company)



By: /s/ Jesse Fink                           By: /s/ Karen Lennon
    -----------------------------                -------------------------------

Print Name: Jesse Fink                       Name: Karen Lennon
            ---------------------

Print Title: C.O.O.                          Title: Manager - Emerging Markets
             --------------------


                                    -8-





EX-10.15

8

EX 10.15





                                                                   Exhibit 10.15



                                    CALLTECH
                              MASTER AGREEMENT FOR
                         OUTSOURCING CALL CENTER SUPPORT

         THIS AGREEMENT (this "Agreement"), dated as of ____________, 1998, is
between priceline.com LLC, a Delaware limited liability company with offices
located at Five High Ridge Park, Stamford, Connecticut 06905-1325 (herein
"PRICELINE"), and CALLTECH Communications, Incorporated, with offices located at
4189 ArlingGate Lane, Columbus, Ohio 43228 (herein "CALLTECH").

         WHEREAS, PRICELINE is engaged in several businesses including the
business of selling airline travel services through its Internet site
priceline.com (the "Site") and through its toll-free telephone number
800-PRICELINE (the "Toll-Free Number"); and

         WHEREAS, PRICELINE desires to retain the services of CALLTECH to
provide customer support and telemarketing services to customers and potential
customers of PRICELINE's airline travel business (each, a "Customer"), and
CALLTECH desires to provide such services, on the terms and conditions set forth
in this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereby agree as follows:

                                   ARTICLE 1.
                 ENGAGEMENT OF CALLTECH; DESCRIPTION OF SERVICES

         SECTION 1.1.  ENGAGEMENT OF CALLTECH

         Subject to the terms and conditions of this Agreement, PRICELINE hereby
retains CALLTECH to provide the Customer support and telemarketing services set
forth below (collectively, the "Services"), and CALLTECH hereby accepts such
engagement.

                  (a)  CALLTECH will provide PRICELINE inbound teleservice
support for PRICELINE Customers who have purchased airline tickets through the
Site. CALLTECH will provide such services in accordance with the specifications
set forth on SCHEDULE A attached hereto and made a part hereof (collectively,
the "Inbound Teleservices").

                  (b)  In addition to the Inbound Teleservices, CALLTECH will
provide inbound telemarketing services for Customers using the Site and/or the
Toll-Free Number to complete airline ticket request transactions with PRICELINE.
CALLTECH will provide such services in accordance with the specifications set
forth on SCHEDULE B attached hereto 


                             PRIVATE/PROPRIETARY
                             -------------------
     CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR
      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,
             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT





and made a part hereof (the "Inbound Telemarketing Services" and, together 
with the Inbound Teleservices and any other services provided by CALLTECH 
pursuant to paragraphs (c) and (d) of this Section 1.1, being collectively 
referred to herein as the "Services").

                  (c)  During the Term (as hereinafter defined) of this
Agreement, CALLTECH shall, at the option of PRICELINE, provide outbound up-sell
telemarketing services to Customers on terms and conditions to be agreed upon in
good faith by the parties.

                  (d)  CALLTECH will also provide such additional related
services as set out in this Agreement (herein "Related Services") including,
without limitation, the following:

         1.1.1.   CALLTECH agrees to notify PRICELINE on a daily basis of any
information required by PRICELINE's Customers. The parties agree that PRICELINE
is responsible for fulfilling such requests. Should CALLTECH's notice obligation
significantly interfere with its primary Service activities, CALLTECH will
notify PRICELINE. The parties agree that upon such notice, they will work
cooperatively toward an amicable solution.

         1.1.2.   CALLTECH agrees to provide PRICELINE with such information and
reports related to Services created by the CALLTECH telephone system. The
initial list of reports are set forth on SCHEDULE C annexed hereto and made a
part hereof. Additional reports, as agreed to by the parties, shall be provided
by CALLTECH during the Term and shall be deemed included on SCHEDULE C annexed
hereto effective as of the date agreed to by CALLTECH and PRICELINE. Report
topics may include performance, users, applications and lost Contacts (as
hereinafter defined), among others.

         1.1.3.   As set forth in SCHEDULES A and B annexed hereto, CALLTECH
agrees to allow PRICELINE, through reasonable mechanisms to be made available by
CALLTECH to PRICELINE, to monitor CALLTECH's service handling of Contacts for
Products (as hereinafter defined), provided that this activity doesn't
significantly interfere with primary Service activity. PRICELINE agrees to
provide CALLTECH with any and all information, reports, or feedback related to
Service quality, which are created by the monitoring of Contacts.

         SECTION 1.2.  PRODUCTS

         CALLTECH will provide the Services for all airline related goods and
services offered by PRICELINE through the Site and the Toll-Free Number
(collectively, the "Products"), and any other products related thereto as
designated from time to time by 


                                      -2-


                             PRIVATE/PROPRIETARY
                             -------------------
     CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR
      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,
             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT





PRICELINE (the "Related Products"). All terms and conditions herein apply to 
the Products and the Related Products. If Related Products (other than any 
usual and customary updates, upgrades, new versions, extensions or 
evolutionary developments to the Products as would typically be expected to 
occur in products and services such as the Products) are introduced during the 
Term of this Agreement, PRICELINE shall provide reasonable advance notice of 
and information about such additional Related Products to CALLTECH to enable 
CALLTECH to inform and train its CSRs (as defined in SCHEDULE A annexed 
hereto) as necessary and appropriate to provide quality Services with respect 
to such additional Related Products. The provision of any Services for such 
additional Related Products by CALLTECH may require an adjustment of the fees 
set forth on SCHEDULE F annexed hereto, but only if the additional Related 
Products designated by PRICELINE are of a nature so as to require materially 
more (or materially different and more expensive) resources from CALLTECH in 
order for CALLTECH to provide quality Services meeting the performance metrics 
set forth in this Agreement.

         SECTION 1.3.  HOURS OF OPERATION

                  (a)  CALLTECH will provide the Inbound Teleservices 365 days 
per year from 9 a.m. to 9 p.m. Eastern Standard Time, Monday through Friday, 
and from 12 p.m. to 6 p.m. Eastern Standard Time, Saturdays and Sundays 
commencing on the Teleservices Launch Date (as defined in SCHEDULE A annexed 
hereto).

                  (b)  CALLTECH shall provide the Inbound Telemarketing Services
twenty-four (24) hours per day, seven (7) days per week, 365 days per year
commencing on the Telemarketing Launch Date (as defined in SCHEDULE B annexed
hereto).

         SECTION 1.4.  FACILITY

         CALLTECH will utilize its support facility at 4189 ArlingGate Lane,
Columbus, Ohio (the "Facility") for delivery of Services for the Products. The
Facility will be equipped with telephone systems, computer systems, and various
CALLTECH support and call monitoring tools, such as documentation and knowledge
bases, to be used in the delivery of the Services. CALLTECH shall bear all
expenses of operating the Facility, including all expenses for equipment and
systems necessary to connect to any telecommunications circuits or facilities
utilized by PRICELINE to bring calls to the Facility. SCHEDULE C annexed hereto
and made a part hereof identifies the minimum capabilities CALLTECH shall
maintain with respect to the Facility.


                                      -3-


                             PRIVATE/PROPRIETARY
                             -------------------
     CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR
      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,
             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT





                                   ARTICLE 2.
                                 SERVICE LEVELS

         SECTION 2.1.  DEFINITIONS; SERVICE LEVELS

         2.1.1.   CALL DEFINITIONS:

         ACTUAL HANDLING TIME: Shall mean (i) in the case of an Inbound Call (as
         hereinafter defined) by a CSR or an outbound Customer callback, the
         time that is measured from when the call is physically answered by the
         CSR or the PRICELINE Customer respectively until the call is physically
         terminated; and any additional wrap up work performed related to such
         call prior to becoming physically available to receive the next Inbound
         Call or to make the next Customer callback, and (ii) in the case of an
         Automated Call (as hereinafter defined), the time that is measured from
         when the caller enters the CallTech Voice Response Unit (VRU) until
         such caller leaves the VRU.

         AUTOMATED CALL: Shall mean an Inbound Call that is delivered to an
         electronic voice message rather than to a CSR as the means of providing
         Services as described in this Agreement.

         CONTACT: Shall mean a support incident, defined as a single in-coming
         support request via telephonic voice (a "Voice Contact"), fax or
         written or electronic correspondence (an "E-mail Contact") regarding
         any Product.

         INBOUND CALL: Is defined as a call that has physically arrived to
         CALLTECH's Interactive Voice Response Unit (an "IVR") or similar system
         by way of PRICELINE's IVR or other mechanism for the purpose of
         providing Services as described in this Agreement.

         MAXIMUM HOLD TIME: Shall be measured from the time an Inbound Call is
         placed in a call group queue, prior to being physically delivered and
         answered by a CSR or an automated voice response unit (a "VRU").

         SECTION 2.2.  SERVICE LEVELS

         SCHEDULE E annexed hereto and made a part hereof sets forth the
performance requirements of CALLTECH applicable to its handling of Inbound
Calls, Contacts and the Actual Handling Time for Inbound Calls for all Services.


                                      -4-


                             PRIVATE/PROPRIETARY
                             -------------------
     CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR
      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,
             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT





         SECTION 2.3.      ESCALATION PROCEDURE

         PRICELINE recognizes that there may be instances where CALLTECH will
not be able to resolve a Customer Contact without PRICELINE's assistance.
Promptly following the execution of this Agreement, both parties will mutually
agree to an escalation procedure for resolving support problems that require
PRICELINE's technical personnel and/or a PRICELINE third party vendor. PRICELINE
agrees to provide necessary and timely resources to CALLTECH to enable CALLTECH
to resolve escalated problems in a timely manner. Examples of such resources
include documentation, knowledgebase, escalation process, hardware, software and
support technicians.

         SECTION 2.4.  CUSTOMER CALLBACKS

         CALLTECH agrees that in the event a CALLTECH CSR is unable to resolve a
support incident during an Inbound Call, the CSR will make all reasonable
efforts to contact the Customer as soon as possible with the solution. All
telecommunications costs for these callbacks shall be borne by Priceline. In the
event Priceline selects to be billed on a per-call basis, these callbacks shall
be considered a billable call.

         SECTION 2.5.  CALL LENGTH

         PRICELINE and CALLTECH recognize that the amount of time a CSR spends
on an individual voice Contact can impact both Service levels and fees.
PRICELINE's expected average call length for Products is set out on SCHEDULE E
annexed hereto. If CALLTECH experiences any significant increase in call length,
CALLTECH agrees to notify PRICELINE and will work toward determining how to
accommodate the increase by either modifying the Service level or increasing the
staff as mutually agreed.

                                   ARTICLE 3.
                PRICELINE TOOLS, TELECOMMUNICATIONS AND TRAINING

         SECTION 3.1.  PRICELINE TOOLS

         PRICELINE agrees to provide CALLTECH with sufficient copies of Products
and related materials, including, but not limited to, copies of software,
documentation, licenses and Product information as reasonably necessary to
provide Services for the Products. CALLTECH acknowledges that its use of such
tools may be subject to the terms of license agreements required by PRICELINE or
its third party suppliers, and CALLTECH agrees to abide by all the terms and
conditions of such licenses in connection with its use of such tools. PRICELINE
shall only be obligated to supply one copy of any documentation or other such
written materials relating to any such tools, and CALLTECH may make such 


                                      -5-


                             PRIVATE/PROPRIETARY
                             -------------------
     CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR
      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,
             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT





number of copies (and only such number of copies) of such materials as are 
necessary for it to provide Services hereunder.

         SECTION 3.2.  TELECOMMUNICATIONS

         PRICELINE assumes all expenses related to the sending of Contacts to
CALLTECH, including provision of telecommunication lines and the bearing of
network costs associated with routing Inbound Calls to the Facility. CALLTECH is
responsible for properly equipping the Facility with the necessary hardware to
receive and handle Contacts as required by this Agreement.

         SECTION 3.3.  TRAINING

         PRICELINE will provide one copy of necessary training materials to
CALLTECH on all versions and aspects of Products that are unique or specific to
PRICELINE's services at no charge to CALLTECH. CALLTECH trainers at CALLTECH's
Facility will provide training for CALLTECH CSRs, unless otherwise agreed to in
writing by the parties. Training will be delivered based on technical
documentation for all aspects of the Products which are unique or specific to
PRICELINE's services and all updates, upgrades and revisions thereto required to
provide the Services will be provided to CALLTECH by PRICELINE at no charge to
CALLTECH. CALLTECH agrees to use said documentation for Service purposes only.
CALLTECH agrees to use all training materials for training and support purposes
for the Services only. CALLTECH agrees to provide standard CALLTECH support
training to its employees at the Facility, which shall include (at a minimum)
training on the standard types of underlying hardware, operating system and
application (e.g., browser) software required or typically used in conjunction
with the Products. PRICELINE shall have the right to review and approve the
level of proficiency to which the CSRs are to be trained by CALLTECH to
facilitate the performance of quality Services, which approval shall not be
unreasonably withheld. Except in an emergency and upon consultation with
PRICELINE, CALLTECH shall not assign CSRs to provide Services hereunder unless
they have received adequate training as approved by PRICELINE and otherwise meet
the requirements applicable to CSR's as set forth on SCHEDULES A and B annexed
hereto.

                                   ARTICLE 4.
                                      FEES

         SECTION 4.1.  FEES FOR SERVICE

         CALLTECH agrees to perform the Services for the fees set forth on
SCHEDULE E annexed hereto and made a part hereof. Except as provided in Section
5.1 of this Agreement, such fees cannot be modified by CALLTECH.


                                      -6-


                             PRIVATE/PROPRIETARY
                             -------------------
     CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR
      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,
             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT





         SECTION 4.2.  PAYMENT

         Commencing with the end of the month of the Telemarketing Launch Date
and each month thereafter during the Term (as hereinafter defined), CALLTECH
will provide PRICELINE with a monthly itemized statement for the Services
rendered during the preceding monthly period. In addition, CALLTECH will bill
and PRICELINE will pay for Related Services and such other charges as are
provided for herein on an as incurred basis (along with its regular monthly
invoice). PRICELINE will pay net thirty (30) days from receipt of each invoice
in United States dollars. If PRICELINE is delinquent in the payment of any
invoice, and fails to remedy the delinquency within thirty (30) days after
written notice of delinquency is received by PRICELINE, PRICELINE shall be
obligated to pay late charges in a total amount not to exceed one and one-half
percent (1 1/2%) per month on the unpaid balance of any undisputed portion of
the invoice which is unpaid. In the event of a dispute with regard to a portion
of any invoice, the disputed portion may be withheld until resolution of the
dispute but any undisputed portion shall be paid as provided herein.

         SECTION 4.3.  RECORD KEEPING

         CALLTECH agrees to keep accurate books of account and records (in
accordance with generally accepted accounting principles consistently applied)
at the address set forth on the first page of this Agreement detailing all fees
for its Services. Such books and records shall be maintained by CALLTECH for a
period of three (3) years after termination or expiration of this Agreement.
Upon reasonable notice of not less than thirty (30) days, PRICELINE shall have
the right, for each twelve (12) month period during the Term, to inspect and
audit such books of account and records to verify the accuracy of the
information contained in any invoice or the amount of fees for Services paid to
all CALLTECH hereunder. The parties agree that any dispute as to the fees paid
to or charged by CALLTECH for the Services that can not be resolved by the
parties shall be settled by arbitration as provided in Section 7.11 of this
Agreement.

         SECTION 4.4.  TAXES

         CALLTECH shall be solely responsible for the preparation and submission
to applicable authorities of its CSRs' or other employees' income tax and FICA
forms and the payment of all of such persons' salaries, employer contributions
and employee benefits. PRICELINE shall be solely responsible for all applicable
federal, state and local taxes and charges arising out of or related to sales of
the Products and any such taxes shall be assumed and paid for by PRICELINE.
CALLTECH and PRICELINE shall be solely responsible for the preparation and
submission to applicable authorities of their respective federal, state and
local income taxes attributable to income derived by each such party in
connection with the subject matter of this Agreement.


                                      -7-


                             PRIVATE/PROPRIETARY
                             -------------------
     CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR
      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,
             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT





                                   ARTICLE 5.
                                TERM OF AGREEMENT

         SECTION 5.1.  TERM

         The initial term of this Agreement shall commence on the date hereof
and shall continue for a period of one (1) year from the Telemarketing Launch
Date (the "Initial Term"). This Agreement shall automatically be extended for
successive one (1) year terms (each a "Renewal Term") unless either party gives
the other written notice of its intention not to extend this Agreement at least
ninety (90) days prior to the end of the then current term, or unless terminated
as provided elsewhere herein (the Initial Term, together with each Renewal Term,
if any, being collectively referred to herein as the "Term"). Any time after
expiration of the Initial Term, CALLTECH may change the prices and terms on
which Services will be provided by providing at least one hundred twenty (120)
days prior written notice to PRICELINE (the "Fee Notice Period"). PRICELINE
shall have the right, in its sole discretion, to reject such changes and, in
such case, this Agreement shall automatically terminate without penalty to
either party upon expiration of the Fee Notice Period.

         SECTION 5.2.  CONDITIONS FOR TERMINATION BASED ON NON-PERFORMANCE

         5.2.1.   PRICELINE may terminate this Agreement without penalty if
CALLTECH fails to meet any of its performance obligations hereunder or otherwise
commits a breach of any term or provision of this Agreement and fails to cure
the same within thirty (30) days after written notice from PRICELINE. This
Agreement shall automatically terminate forthwith without notice in the event
CALLTECH's liabilities exceed its assets, or if CALLTECH is unable to pay its
debts as they become due, or files or has filed against it a petition in
bankruptcy, for reorganization or for the adoption of an arrangement under any
present or future bankruptcy, reorganization or similar law (which petition if
filed against CALLTECH shall not be dismissed within sixty (60) days from the
filing date), or if CALLTECH makes a general assignment for the benefit of its
creditors or is adjudicated a bankrupt, or if a receiver or trustee of the
CALLTECH's business or all or substantially all of the CALLTECH's property is
appointed, or if CALLTECH discontinues its business.

         5.2.2.   Any default claimed by CALLTECH against PRICELINE which cannot
be resolved by negotiation between the parties shall be referred to binding
arbitration by CALLTECH as provided in Section 7.11 of this Agreement, and
CALLTECH shall not be entitled to terminate this Agreement or suspend, in whole
or in part, the performance of its obligations hereunder on account of any such
breach pending outcome of the arbitration.


                                      -8-


                             PRIVATE/PROPRIETARY
                             -------------------
     CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR
      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,
             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT





         SECTION 5.3.  TERMINATION FOR CONVENIENCE

         PRICELINE may terminate this Agreement at any time during the Initial
Term and any Renewal Term without cause upon at least ninety (90) days written
notice to CALLTECH. In such event, PRICELINE shall pay an early termination fee
to CALLTECH to compensate CALLTECH for all costs and expenses actually and
reasonably incurred by CALLTECH for personnel and equipment engaged in providing
Services to PRICELINE at the time of termination until such resources are either
discharged or re-deployed by CALLTECH to provide services for other parties (but
in any event for a period not to exceed sixty (60) days after termination).
CALLTECH will promptly and in good faith attempt to re-deploy such resources as
soon after termination as possible so as to reduce the amount of such early
termination fee payable by PRICELINE to the extent reasonably possible. In no
event shall the total amount of such termination fee exceed the amount billed to
PRICELINE for the Services (excluding any Related Services) provided in the
month immediately preceding the giving of the notice of termination by
PRICELINE.

                                   ARTICLE 6.
                 INDEMNITY; LIABILITY AND DISCLAIMERS; INSURANCE

         SECTION 6.1.  INDEMNIFICATION BY CALLTECH

         Subject to the limitations of liability set forth in Section 6.3.2 of
this Agreement, CALLTECH agrees to indemnify and save harmless PRICELINE and its
affiliates, and their respective officers, directors, shareholders, members,
partners, employees, agents and other personnel, from any liabilities, causes of
action, lawsuits, penalties, damages, claims or demands (including the costs and
expenses and reasonable attorneys' fees on account thereof) that may be made:
(i) by any person or entity for injuries or damages of any kind or nature
(including but not limited to personal injury, death, property damage and theft)
resulting from or relating to (x) the negligent or willful acts or omissions of
CALLTECH, those of persons or entities furnished by CALLTECH, or CALLTECH's
employees, CSRs, agents or subcontractors, (y) the use of CALLTECH's Services
furnished hereunder, (ii) CALLTECH's breach of this Agreement or its failure to
perform any obligation hereunder, or (iii) by any employee or former employee of
CALLTECH or any of its CSRs, agents or subcontractors for which CALLTECH's
liability to such person or entity would otherwise be subject to payments under
state workers' compensation or similar laws. CALLTECH, at its own expense,
agrees to defend PRICELINE, at PRICELINE's request, against any such liability,
cause of action, lawsuit, penalty, claim, damage or demand. PRICELINE agrees to
notify CALLTECH promptly of any written claims or demands against PRICELINE for
which CALLTECH is responsible hereunder. The foregoing indemnity shall be in
addition to any other indemnity obligations of CALLTECH set forth in this
Agreement.


                                      -9-


                             PRIVATE/PROPRIETARY
                             -------------------
     CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR
      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,
             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT





         SECTION 6.2.  INDEMNIFICATION BY PRICELINE

         Subject to the limitations of the liability provisions of Section 6.3.2
of this Agreement, provided that CALLTECH cooperates with PRICELINE, PRICELINE
agrees to indemnify and hold CALLTECH and its affiliates, and their respective
officers, directors, shareholders, members, partners, employees, agents and
other personnel, harmless from any loss, liability, damages or costs based on
the operations of any Products or any infringement by the Products of any patent
or proprietary right of a third party. CALLTECH agrees to notify PRICELINE
promptly of any written claims or demands against CALLTECH for which PRICELINE
is responsible hereunder. PRICELINE shall have no liability for, and CALLTECH
shall indemnify and hold PRICELINE and its affiliates, and their respective
officers, directors, shareholders, members, partners, employees, agents and
other personnel, harmless from and against, any claim based upon CALLTECH's
conduct, if such infringement, cause of action or other damage would have been
avoided but for that conduct.

         SECTION 6.3.  WARRANTY; LIMITATION OF LIABILITY

         6.3.1.   CALLTECH warrants to PRICELINE that the Services furnished 
under this Agreement will be furnished in a professional and workmanlike 
manner and in conformance with the metrics set forth in this Agreement.

         6.3.2.   Except for liabilities described in clauses (i) and (ii) 
below, CALLTECH's and PRICELINE's total liability hereunder will be limited to 
a maximum amount of FIVE MILLION DOLLARS ($5,000,000.00). The limitations of 
this Section shall not apply to: (i) any damage or loss to PRICELINE arising 
from any misappropriation of PRICELINE's confidential information in breach of 
this Agreement or (ii) damages resulting from personal injury or death or 
damage to tangible real or personal property caused by CALLTECH or resulting 
from CALLTECH's negligence.

         SECTION 6.4.  INSURANCE

         CALLTECH currently maintains at its sole cost and expense worker's
compensation insurance as required by applicable law, general liability
insurance with limits of not less than $1,000,000 bodily injury per occurrence
(including death) and $500,000 property damage per occurrence. In addition, CALL
TECH currently maintains automobile liability insurance with a limit of not less
than $1,000,000 bodily injury (including death) per occurrence. CALLTECH
currently maintains Contractual Liability coverage to cover liability assumed
under this Agreement. At all times under this Agreement CALLTECH shall maintain
appropriate insurance coverages or that which is required by law for a business
of like kind. CALLTECH shall provide PRICELINE with 


                                      -10-


                             PRIVATE/PROPRIETARY
                             -------------------
     CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR
      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,
             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT





copies of certificates of such insurance from time to time during the Term 
upon request by PRICELINE.

                                   ARTICLE 7.
                               GENERAL PROVISIONS

         SECTION 7.1.  NON-DISCLOSURE

         7.1.1.   As used in this Section 7.1, "Confidential Information" means
private, confidential, trade secret or other proprietary information (whether or
not embodied or contained in some tangible form) relating to any actual or
anticipated business of PRICELINE or CALLTECH, as applicable, and their
respective affiliates, or any information which, if kept secret, will provide
the party disclosing such Confidential Information (in each case a "Discloser")
an actual or potential economic advantage over others in the relevant trade or
industry. As defined herein, Confidential Information includes, without
limitation, formulae, compilations, computer programs and files, devices,
methods, techniques, know-how, inventions, research and development, business
data (including cost data), strategies, methods, prospects, plans and
opportunities, customer lists, marketing plans, specifications, financial
information, invention disclosures, patent applications (whether abandoned or
not), techniques, products and services of the Discloser and identified orally
or in writing by the Discloser as confidential, proprietary or trade secret
information. Confidential Information further includes any information or
material received in confidence by the Discloser from a third party, and/or
information held in confidence by a third party and made available to the party
receiving Confidential Information (in each case a "Recipient").

         7.1.2.   Except as required in the performance of its obligations under
this Agreement or with the prior written authorization of the Discloser, the
Recipient shall not directly or indirectly use, disclose, disseminate or
otherwise reveal any Confidential Information and shall maintain Confidential
Information in confidence for a period of five (5) years from the date of
termination or expiration of this Agreement, for whatever reason. Recipient
shall use the same care and discretion to protect Confidential Information of
the Discloser as Recipient uses to protect its own confidential information, but
not less than a reasonable standard of care. Recipient shall restrict use of the
Discloser's Confidential Information to its employees, and to those consultants
who have been pre-approved in writing by Discloser, who have a need to know the
Confidential Information and who have a written agreement with Recipient
sufficient to comply with this Agreement.

         7.1.3.   Nothing contained in this Section 7.1 shall in any way 
restrict Recipient's rights to use, disclose, or otherwise dispose of any 
information which:


                                      -11-


                             PRIVATE/PROPRIETARY
                             -------------------
     CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR
      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,
             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT





                  (a)  At the time of disclosure by Discloser was already in the
possession of Recipient (provided such information had not been previously
furnished to Discloser by Recipient), as shown by a written record;

                  (b)  Is independently made available to Recipient by an
unrelated and independent third party whose disclosure does not constitute a
breach of any duty of confidentiality owed to Discloser;

                  (c)  Is generally available to the public in a 
readily-available document; or

                  (d)  Is compelled to be disclosed pursuant to a court order,
provided that Discloser shall first have the opportunity to request an
appropriate protective order.

         7.1.4.   Nothing in this  Agreement  shall be  construed  as granting 
any rights or licenses in any Confidential Information to any person or entity.

         7.1.5.   Upon termination or expiration of this Agreement for any 
reason whatsoever, PRICELINE and CALLTECH shall leave with or return to the 
other all documents, records, notebooks, computer files, and similar 
repositories or materials containing Confidential Information of the other 
party and such other party's affiliates, including any and all copies thereof.

         7.1.6.   CALLTECH and PRICELINE agree that the terms of this Section 
7.1 are reasonable and necessary to protect their respective business 
interests and that the other party would suffer irreparable harm from a breach 
of this Section 7.1. Thus, in addition to any other rights or remedies, all of 
which shall be deemed cumulative, CALLTECH and PRICELINE and/or their 
respective affiliates, as applicable, shall be entitled to obtain injunctive 
relief to enforce the terms of this Section 7.1.

         SECTION 7.2.  INTELLECTUAL PROPERTY

         7.2.1.   CALLTECH agrees to disclose and furnish promptly to 
PRICELINE any and all technical information, computer or other apparatus 
programs, inventions, specifications, drawings, records, documentation, works 
of authorship or other creative works, ideas, knowledge or data, written, oral 
or otherwise expressed, first made or created for and paid for by PRICELINE 
under this Agreement (hereinafter "Work Product"). The Work Product 
specifically includes, without limitation, any scripts, lists of frequently 
asked questions and responses thereto, etc., prepared and utilized by CALLTECH 
in connection with providing Services regarding the Products.

         7.2.2.   Subject to the provisions of this Section 7.2.2, CALLTECH 
agrees to assign and does hereby assign to PRICELINE all right, title and 
interest in and to any Work 


                                      -12-


                             PRIVATE/PROPRIETARY
                             -------------------
     CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR
      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,
             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT





Product. To the extent such Work Product qualifies as a "work made for hire", 
it shall be deemed to be such. Notwithstanding the foregoing, (i) CALLTECH 
retains for itself a perpetual, nonexclusive, royalty-free, unrestricted right 
and license to any structure, architectures, ideas and concepts subsisting in 
such Work Product, and (ii) CALLTECH shall be free to independently develop 
software and other works similar to any works developed by the performance of 
the Services under this Agreement, whether by other employees of CALLTECH, in 
collaboration with third parties, or for other customers.

         7.2.3.   CALLTECH agrees to take all reasonable steps, at PRICELINE's 
expense, to assist PRICELINE in the perfection of the rights assigned 
hereunder.

         7.2.4.   CALLTECH shall not acquire any right to any tradename,
trademark, servicemark, copyright, patent or other form of intellectual property
of PRICELINE. CALLTECH shall not use such intellectual property of PRICELINE in
any manner except in the performance of its obligations hereunder as permitted
or contemplated in connection therewith.

         SECTION 7.3.  SEVERABILITY; WAIVER

         If any of the provisions of this Agreement a shall be held invalid or
unenforceable by reason of the scope or duration thereof or for any other
reason, such invalidity or unenforceability shall attach only to the particular
aspect of such provision found invalid or unenforceable and shall not affect any
other any other provision of this Agreement. To the fullest extent permitted by
law, this Agreement shall be construed as if the scope or duration of such
provision had been more narrowly drafted so as not to be invalid or
unenforceable.

         SECTION 7.4.  NO OTHER AGREEMENTS

         The parties acknowledge having read this Agreement and agree to be
bound by its Terms. This Agreement and the Schedules attached hereto and
supersedes and replaces any existing agreement, written or otherwise, entered
into between or among PRICELINE and CALLTECH relating to the subject matter
hereof except that the provisions of that certain Nondisclosure Agreement, dated
December 19, 1997, between PRICELINE and CALLTECH, shall remain in full force
and effect as it relates to the exchange of information between the parties from
the date of such Nondisclosure Agreement through the date of this Agreement.


                                      -13-


                             PRIVATE/PROPRIETARY
                             -------------------
     CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR
      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,
             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT





         SECTION 7.5.  ASSIGNABILITY

         This Agreement shall not be assigned by either party without the prior
written consent of the other party, which shall not be unreasonably withheld or
delayed, except that PRICELINE may assign this Agreement or any of its rights
and responsibilities hereunder, in whole or in part, to any affiliate or any
entity which acquires all or substantially all of the assets or operations of
its Internet-related services business dealing with the Products, with notice to
but without the consent of CALLTECH. Any such attempted assignment lacking
consent where required shall be null and void.

         SECTION 7.6.  GOVERNING LAW

         This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio, with regard to its choice of law provisions.

         SECTION 7.7.  FORCE MAJEURE; DISASTER RECOVERY

         Each party shall be released from and shall have no liability for any
failure beyond its reasonable control, including, but not limited to, acts of
God, labor troubles, strikes, lockouts, severe weather, delay or default of
utilities or communications companies or accidents.

         SECTION 7.8.  INDEPENDENT CONTRACTOR

         With respect to all matters relating to this Agreement, CALLTECH shall
be deemed to be an independent contractor. CALLTECH shall not represent itself
or its organization as having any relationship to PRICELINE other than that of
an independent agent for the limited purposes described in this Agreement.

         SECTION 7.9.  AUTHORIZED REPRESENTATIVES

         CALLTECH shall designate and maintain at all times hereunder a project
manager to serve as a single point of contact for PRICELINE to assist in the
resolution of all technical, operational and implementation-related matters.
CALLTECH shall endeavor not to change such project manager without PRICELINE's
approval, and in any event shall notify PRICELINE of any such changes. In
addition, each party shall, at all times, designate one representative who shall
be authorized to take any and all action and/or grant any approvals required in
the course of performance of this Agreement. Such representations shall be fully
authorized to act for and bind such party including the approval of amendments
to this Agreement. Until written notice to the contrary (as delivered in
accordance with Section 7.9), the authorized representatives of the parties are
as follows:


                                      -14-


                             PRIVATE/PROPRIETARY
                             -------------------
     CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR
      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,
             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT





         For PRICELINE:                     For CALLTECH:

         Ginny L. Taylor                    Robert J. Massey
         Priceline.com LLC                  CallTech Communications
         5 High Ridge Park                  Incorporated
         Stamford, CT 06905-1326            4189 ArlingGate Lane
                                            Columbus, OH 43228

         SECTION 7.10. NOTICES

         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:                   If to CALLTECH:

         Priceline.com LLC                  CallTech Communications
         5 High Ridge Park                  Incorporated
         Stamford, CT 06905-1326            4189 ArlingGate Lane
         Attention:  Jesse Fink             Columbus, OH 43228
                                            Attention:  Robert J. Massey

         Phone:  203-705-3025               Phone:  614-621-5514
         Fax:  203-595-8264                 Fax: 614-461-5626


                                      -15-


                             PRIVATE/PROPRIETARY
                             -------------------
     CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR
      DISCLOSED OUTSIDE PRICELINE.COM LLC AND CALLTECH COMMUNICATIONS,
             INCORPORATED EXCEPT PURSUANT TO A WRITTEN AGREEMENT





         With a Copy to:                    With a Copy to:

         Jeff Brandt, Esq.                  C.J. Pettiti
         Priceline.com LLC                  CallTech Communications Incorporated
         5 High Ridge Park                  4189 ArlingGate Lane
         Stamford, CT 06905-1326            Columbus, OH 43228
         Phone:  203-705-3011               Phone:  614-621-5512
         Fax:  203-595-8264                 Fax:  614-461-5626

         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 Section 7.9.

         SECTION 7.11. REPRESENTATIONS

         Except as noted herein, no employee, agent or representative of 
either party will have the authority to bind the other party to any 
representation, oral or written, or any warranty concerning the Services or 
the performance of the Services.

         SECTION 7.12. ARBITRATION

         Any disputes or controversy, which this Agreement expressly provides 
to be resolved by arbitration, shall be settled by arbitration in accordance 
with the Center for Public Resources Rules for Non-Administered Arbitration of 
Business Disputes.