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Warrant - Inc. and William Shatner

                               PRICELINE.COM LLC

               (Organized under the laws of the State of Delaware)

            Void after 5:00 p.m., New York City time, on April 8, 2003

                    Warrant for the Purchase of 100,000 Units

     FOR VALUE RECEIVED, PRICELINE.COM LLC, a Delaware limited liability 
company (the "Company"), hereby verifies that

              -----------------WILLIAM SHATNER---------------

(the "Holder") is entitled, subject to the provisions of this warrant (the 
"Warrant"), to purchase from the Company, at any time, or from time to time 
during the period commencing at 9:00 a.m. New York City local time on 
April 9, 1998 (the "Base Date"), and expiring at 5:00 p.m. New York City

local time on April 9, 2003 (the "Termination Date") up to ONE HUNDRED 
THOUSAND UNITS of the Company at a price of $0.00 per Unit (such exercise 
price per unit being hereinafter referred to as the "Exercise Price").

     The term "Unit" means the Units of the Company as constituted on the 
Base Date, together with any other equity securities that may be issued by 
the Company. In addition thereto or in substitution therefor. The number of 
Units to be received upon the exercise of this Warrant may be adjusted from 
time to time as hereinafter set forth. The Units deliverable upon such 
exercise, and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant Units."

     Upon receipt by the Company of evidence reasonably satisfactory to it of 
the loss, theft, destruction or mutilation of this Warrant, and (in the case 
of loss, theft or destruction) of reasonably satisfactory indemnification, 
and upon surrender and cancellation of this Warrant, if mutilated, the Company 
shall execute and deliver a new Warrant of like tenor and date.

     The Holder agrees with the Company that this Warrant is issued, and all 
the rights hereunder shall be held, subject to all of the conditions, 
limitations and provisions set forth herein. 

     1.  Exercise of Warrant. This Warrant may be exercised in whole or in 
part at any time, or from time to time, during the period commencing at 9:00 
a.m. New York City local time, on the Base Date and expiring at 5:00 p.m., 
New York City local time, on the Termination Date or if such day is a day on 
which banking institutions in the City of New York are authorized by law to 
close, then on the next succeeding day that shall not be such a day, by 
presentation and surrender hereof to the Company at its principal office with 
the Warrant Exercise Form attached hereto duly executed and accompanied by 
payment (either in cash or by certified or official bank check, payable to 
the order of the Company), of the Exercise Price for the number of Units 
specified in such Form and instruments of transfer, if appropriate, duly 
executed by the Holder or his or her duly authorized attorney. If this 
Warrant should be exercised in part only, the Company shall, upon surrender 
of this Warrant for cancellation, execute and deliver a new Warrant 
evidencing the rights of the Holder thereof to purchase the balance of the 
Units purchasable hereunder. Upon receipt by the Company of this Warrant, 
together with the Exercise Price, in proper form for exercise, the Holder 
shall be deemed to be the holder of record of the Units issuable upon such 
exercise, notwithstanding that the transfer books of the Company shall then 
be closed or that certificates representing such Units shall not then be 
actually delivered to the Holder. The Company shall pay any and all 
documentary stamp or similar issue or transfer taxes payable in respect of 
the issue or delivery of Units on exercise of this Warrant.

     2. Reservation of Units. The Company will at all times reserve for 
issuance and delivery upon exercise of this Warrant all Units or other equity 
securities of the Company (and other securities and property) from time to 
time receivable upon exercise of this Warrant. All such Units (and other 
securities and property) shall be duly authorized and, when issued upon such 
exercise, shall be validly issued, fully paid and nonassessable and free of 
all preemptive rights.

     3.  Restrictions Upon Transferability of Warrant and Warrant Stock; 
Transfer to Comply with the Securities Act of 1933 and the Subscription 
Agreement. Neither this Warrant nor the


Warrant Units issuable upon exercise of this Warrant have been registered 
under the Securities Act of 1933, as amended (the "Act"). Holders hereof 
and thereof shall be subject to such restrictions upon the sale or other 
disposition thereof, all as more fully set forth in or referred to in the 
Subscription Agreement of even date herewith between the Company and the 
Holder (the "Subscription Agreement") and the Limited Liability Company 
Agreement of the Company dated as of July 18, 1997 (as same may be amended, 
the "LLC Agreement"). The Subscription Agreement and the LLC Agreement are 
incorporated by reference as an integral part of this Warrant.

    4. Exchange, Transfer, Assignment or Loss of Warrant. This Warrant cannot 
be exchanged, transferred or assigned otherwise than in accordance with the 
provisions of the Subscription Agreement and the LLC Agreement. If the 
provisions of the Subscription Agreement are complied with, upon surrender of 
this Warrant to the Company with the Assignment Form annexed hereto duly 
executed and funds sufficient to pay any transfer tax, the Company shall, 
without charge, execute and deliver a new Warrant in the name of the heir, 
devisee or assignee named in such instrument of assignment and this Warrant 
shall promptly be cancelled.

    5. Rights of the Holder. The Holder shall not, by virtue hereof, be 
entitled to any rights of a Unitholder of the Company, either at law or in 
equity, and the rights of the Holder are limited to those expressed in this 

    6. Redemption. This Warrant is not redeemable by the Company.

    7. Adjustment of Number and Kind of Securities Purchasable upon Exercise 
of Warrant.

       (a) Definitions. As used in this Agreement, the following terms have 
the following respective meanings:

           (i)  "Convertible Securities" means any evidence of indebtedness, 
units or other securities directly or indirectly convertible into or 
exchangeable for Units.

           (ii) "Issue" means to grant, issue, sell assume, or fix a record 
date for determining persons entitled to receive, any security (including 
Options), whichever of the foregoing is the first to occur.

       (b) Unit Distributions. In case at any time the Company shall declare 
a dividend or make any other distribution upon any Units of the Company which 
is payable in Units or Convertible Securities, any Units or Convertible 
Securities, as the case may be, issuable in payment of such dividend or 
distribution shall be deemed to have been issued or sold without 

       (c) Subdivision or Combination of Units. In case the Company shall at 
any time subdivide the outstanding Units into a greater number of Units, the 
number of Units issuable upon exercise of this Warrant immediately prior to 
such subdivision shall be proportionately increased, and conversely, in case 
the outstanding Units shall be combined at any time into a smaller number of 
Units, the number of Units issuable upon exercise of this Warrant immediately 
prior to such combination shall be proportionately reduced.


      (d) Adjustments for Consolidation, Merger, Sale of Assets, 
Reorganization, etc. In case the Company (i) consolidates with or merges into 
any other entity and is not the continuing or surviving entity of such 
consolidation or merger, or (ii) permits any other entity to consolidate with 
or merge into the Company and the Company is the continuing or surviving 
Company but, in connection with such consolidation or merger, the Units are 
changed into or exchanged for units or other securities of any other entity 
or cash or any other assets, or (iii) transfers all or substantially all of 
its properties and assets to any other entity, or (iv) effects a 
reorganization or reclassification of the equity of the Company in such a way 
that holders of Units shall be entitled to receive stock, securities, cash or 
assets with respect to or in exchange for Units, then, and in each such case, 
proper provision shall be made so that, upon the exercise of this Warrant at 
any time after the consummation of such consolidation, merger, transfer, 
reorganization or reclassification, each Holder shall be entitled to receive 
(at the aggregate Exercise Price in effect for Units issuable upon such 
exercise of this Warrant immediately prior to such consummation). In lieu of 
Units issuable upon such exercise of this Warrant prior to such consummation, 
the stock and other securities, cash and assets to which such Holder would 
have been entitled upon such consummation if such Holder had so exercised 
this Warrant immediately prior thereto (subject to adjustments subsequent to 
such action as nearly equivalent as possible to the adjustments provided for 
in this Section 7).

      (e) Notice of Adjustments. Whenever the number of Units issuable upon 
the exercise of this Warrant is adjusted, as provided in this Section 7, the 
Company shall prepare and mail to each Holder a certificate setting forth 
(i) the number of Units issuable upon the exercise of this Warrant after such 
adjustment, (ii) a brief statement of the facts requiring such adjustment and 
(iii) the computation by which such adjustment was made.

      (f) No Change of Warrant Necessary. Irrespective of any adjustment in 
the number or kind of securities issuable upon exercise of this Warrant, 
unless the Holder of this Warrant otherwise requests, this Warrant may 
continue to express the same price and number and kind of Units as are 
stated in this Warrant as initially Issued.

      (g) Certain Adjustment Rules.

          (i) The provisions of this Section 7 shall similarly apply to 
successive transactions.

          (ii) If the Company shall declare any distribution referred to in 
Section 7(b) and shall legally abandon such distribution prior to payment, 
then no adjustment shall be made pursuant to this Section 7 in respect of 
such declaration.

   8. Leased. Upon exercise of this Warrant and the issuance of any of the 
Warrant Units hereunder, all certificates representing Units shall bear on 
the face thereof substantially the legend set forth herein.

   9. Applicable Law. This Warrant is issued under and shall for all purposes 
be governed by and construed in accordance with the laws of the State of 


   10. Notice. Notices and other communications to be given hereunder shall 
be given in accordance with the Subscription Agreement. 

   IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on 
its behalf, by its duly authorized officer.  

                                       PRICELINE COM LLC

                                       By: /s/ Jay Walker
                                           Jay Walker
                                           Its President

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