{"id":42710,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-and-intercompany-services-agreement-walker-asset.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-and-intercompany-services-agreement-walker-asset","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/purchase-and-intercompany-services-agreement-walker-asset.html","title":{"rendered":"Purchase and Intercompany Services Agreement &#8211; Walker Asset Management LP, Walker Digital Corp, Priceline.com LLC and Priceline Travel Inc."},"content":{"rendered":"<pre>\n                                      PURCHASE \n                                         AND\n                           INTERCOMPANY SERVICES AGREEMENT\n\n          THIS PURCHASE AND INTERCOMPANY SERVICES AGREEMENT (this \"AGREEMENT\"),\nby and among WALKER ASSET MANAGEMENT LIMITED PARTNERSHIP, a Connecticut limited\npartnership (\"WAMP\"), WALKER DIGITAL CORPORATION, a Delaware corporation\n(\"WALKER DIGITAL\" and, together with WAMP, collectively, the \"WALKER PARTIES\"),\nPRICELINE.COM LLC, a Delaware limited liability company (\"PRICELINE.COM\"), and\nPRICELINE TRAVEL, INC., a Delaware corporation (\"PRICELINE TRAVEL\" and, together\nwith priceline.com, collectively the \"PRICELINE PARTIES\").  This Agreement shall\nbe effective as of the 6th day of April, 1998 (the \"EFFECTIVE DATE\") unless\nanother date is expressly stated.\n\n          WHEREAS,  WAMP, Walker Digital, priceline.com and PriceLine Travel are\naffiliated business entities; and\n\n          WHEREAS,  Walker Digital has previously invested $500,000 in\npriceline.com (the \"INVESTMENT\") in exchange for the issuance of common equity\ninterests in priceline.com that have not yet been issued by priceline.com; and\n\n          WHEREAS,  subject to the terms and conditions set forth in this\nAgreement, WAMP desires to (i) transfer, convey, sell and assign to\npriceline.com all of its right, title and interest in and to the patents and\npatent applications listed on SCHEDULE A annexed hereto and made a part hereof,\nwhich patents were developed by WAMP for Buyer-Driven Commerce (as defined\nbelow) applications, products and services (collectively, the \"PATENTS\"), (ii)\ntransfer, convey, sell and assign to priceline.com the trademarks and\nservicemarks and all related applications (including intent to use applications)\nlisted on SCHEDULE B annexed hereto and made a part hereof, owned by WAMP and\nused or intended for use in connection with the commercial exploitation of the\nBuyer-Driven Commerce applications, products and services of WAMP (the\n\"TRADEMARKS\"); and (iii) transfer, convey, sell and assign to priceline.com all\nof its right, title and interest in and to the other assets and intellectual\nproperty of WAMP's existing Buyer-Driven Commerce applications, products and\nservices (the \"OTHER WAMP ASSETS\"); and\n\n          WHEREAS, subject to the terms and conditions set forth in this\nAgreement, Walker Digital desires to sublease to the PriceLine Parties certain\nof the real estate leased by Walker Digital at Five High Ridge Road, Stamford,\nConnecticut 06905 (the \"INTERCOMPANY LEASE\"); and \n\n\n\n                                                                               2\n\n\n          WHEREAS, subject to the terms and conditions set forth in this\nAgreement, Walker Digital desires to provide certain intercompany services to\nthe PriceLine Parties as further described in this Agreement (the \"INTERCOMPANY\nSERVICES\"); and \n\n          WHEREAS, subject to the terms and conditions set forth in this\nAgreement, priceline.com desires to issue common equity interests in\npriceline.com to Walker Digital in connection with the Investment, and purchase\nand acquire the Patents, the Trademarks and the Other WAMP Assets, and the\nPriceLine Parties desire to accept and receive the Intercompany Lease and the\nIntercompany Services.\n\n          NOW, THEREFORE, for good and valuable consideration, the receipt and\nsufficiency of which is hereby acknowledged, the parties agree as follows:\n\n                                      ARTICLE I\n\n                                     DEFINITIONS\n\n          Defined terms used in this Agreement but not defined elsewhere in this\nAgreement shall have the meanings set forth below:\n\n          1.1  \"BUYER-DRIVEN COMMERCE\" shall mean any commerce system or process\nthat permits a prospective buyer to fix the terms and conditions, including\nprice, on which he or she is willing to purchase a particular product or\nservice, with such offer being guaranteed or otherwise secured by the buyer\nshould a seller of the product or service accept the terms of the buyer's offer.\n\n          1.2  \"INTELLECTUAL PROPERTY\" shall mean the Patents and the\nTrademarks, together with all knowledge, know how, trade secrets, copyrights and\nall other intellectual property of WAMP for use with or otherwise relating to\nBuyer-Driven Commerce applications, products and services, and all goodwill\nassociated with all of the foregoing.\n\n          1.3  \"PERSON\" shall mean any natural person, corporation, partnership,\nassociation, sole proprietorship, trust, joint venture, limited liability\ncompany, general partnership, limited partnership, trust association or other\nbusiness entity.\n\n          1.4\"SUCCESSOR\" or \"SUCCESSORS\" shall mean any Person who succeeds to\nthe business of priceline.com LLC whether by merger, conversion of equity\nsecurities,\n\n\n                                                                               3\n\n\nacquisition of equity interests, operation of law, acquisition of all or\nsubstantially all of priceline.com's assets, assignment or otherwise.\n\n                                      ARTICLE II\n\n                                  PURCHASE AND SALE\n\n     2.1  TRANSFER OF BUYER-DRIVEN COMMERCE ASSETS.  In exchange for the\nconsideration to be provided to Walker Digital as set forth in Article III of\nthis Agreement, WAMP does hereby convey, sell, assign and transfer all of its\nright, title and interest in and to the following:\n\n               (a)  The Patents, including all worldwide applications and\nregistrations therefor, and all rights to recover for any prior infringements of\nthe Patents;\n\n               (b)  The Trademarks, including all goodwill associated therewith,\nall worldwide applications and registrations therefor, and all rights to recover\nfor any prior infringements of the Trademarks; and\n\n               (c)  All other Intellectual Property (other than the Patents and\nthe Trademarks) owned, used or held for use by WAMP on or prior to the Effective\nDate.\n\n          2.2  REPRESENTATIONS AND WARRANTIES OF THE WALKER PARTIES.  The Walker\nParties hereby represent and warrant to priceline.com as follows:\n\n               (a)  All right, title and interest in and to the Intellectual\nProperty is owned by WAMP, free and clear of all liens, security interests,\nlicense grants, mortgages or other encumbrances of any nature whatsoever;\n\n               (b)  The Intellectual Property represents the existing\nBuyer-Driven Commerce applications, products and services of WAMP; and\n\n               (c)  To the knowledge of the Walker Parties, no registration in\nrespect of the Intellectual Property, or application to register the\nIntellectual Property, has lapsed, expired, been abandoned or been canceled.\n\nThe Walker Parties shall, jointly and severally, indemnify priceline.com and its\nSuccessors and hold such Persons harmless from and against any and all claims,\nactions, suits,\n\n\n                                                                               4\n\n\nproceedings, liabilities, damages, legal fees (including the costs of defense)\nor any other liabilities or obligations arising from or relating to a breach of\nany of the above representations and warranties.\n\n          2.3  RIGHT TO PURCHASE.  In addition to the Intellectual Property\nconveyed to priceline.com pursuant to Section 2.1 above, the Walker Parties\nhereby grant to priceline.com and its Successors the right to purchase any\ninventions, patents and other intellectual property owned by one or both of the\nWalker Parties and acquired, developed or discovered by one or both of the\nWalker Parties any time after the Effective Date (the \"ADDITIONAL INTELLECTUAL\nPROPERTY\"), provided that the Additional Intellectual Property is in process or\nhas been fully developed and will provide significant value in the use or\ncommercial exploitation of the Buyer-Driven Commerce Intellectual Property sold\nand assigned to priceline.com hereunder.  Priceline.com and its Successors may\nexercise its right to purchase such Additional Intellectual Property by written\nnotice to the Walker Parties.  Any such purchase shall be at the fair market\nvalue of the Additional Intellectual Property being sold, as determined in good\nfaith by the parties to the transaction.  In the event that a Walker Party\nelects to sell all or any portion of the Additional Intellectual Property to any\nPerson other than priceline.com or a Successor, the Walker Party shall provide\npriceline.com or its Successor of notice of such intent and priceline.com or the\nSuccessor shall have the right to purchase the same at fair market value as\ndescribed in this Section 2.3.\n\n          2.4  WAMP ASSIGNMENTS.  Concurrently with the parties execution and\ndelivery of this Agreement, WAMP shall execute and deliver to priceline.com a\nPatent Assignment and a Trademark Assignment, each in the forms annexed hereto\nas EXHIBIT A and EXHIBIT B, respectively.  In addition to the foregoing, WAMP\nand Walker Digital (as applicable) shall, from and after the Effective Date and\nupon the reasonable request of priceline.com or its Successors, execute and\ndeliver to priceline.com or such Successor, good and sufficient bills of sale,\nassignment and other instruments of transfer, each in recordable form, to sell,\nassign and transfer to and vest in priceline.com or such Successor good and\nmarketable title to the Intellectual Property and\/or the Additional Intellectual\nProperty herein conveyed, sold, assigned and transferred, and all rights, title\nand interests in and to such Intellectual Property and\/or Additional\nIntellectual Property, such instruments to be in a form and having such content\nreasonably satisfactory to counsel to priceline.com or such Successor.\n\n\n                                                                               5\n\n                                     ARTICLE III\n\n                                    CONSIDERATION\n\n          In consideration of the Investment and the rights, conveyances,\ncovenants, representations and warranties of the Walker Parties as set forth in\nArticle II of this Agreement and Walker Digital's Initial Investment,\npriceline.com hereby agrees as follows:\n\n               (a)  Effective as of January 1, 1998, priceline.com hereby agrees\nto issue to Walker Digital 6,016,667 units of common equity interests of\npriceline.com.  In connection with the foregoing, Walker Digital hereby\nratifies, adopts, accepts and agrees to be bound by all of the terms and\nconditions of the priceline.com Limited Liability Agreement effective as of July\n18, 1997 as if Walker Digital was an actual signatory thereto.\n\n               (b)  Simultaneously with the parties' execution and delivery of\nthis Agreement, priceline.com hereby grants to Walker Digital a perpetual,\nnon-exclusive, royalty free right and license to use, solely for non-commercial\nuses (meaning any use for internal development and research purposes and without\nany right of commercial exploitation), all or any portion of (i) the\nIntellectual Property other than the Trademarks, and (ii) all know-how,\nknowledge, copyrights, patents and other intellectual property (but excluding\nany trademarks, servicemarks, tradenames, trade dress, insignias, logos or other\nsimilar items), developed and owned by priceline.com from and after the\nEffective Date and designed or intended for use in Buyer-Driven Commerce\napplications, products or services.  In the event that Walker Digital exceeds\nthe scope and purpose of the license granted under this subsection (e), such\nlicense may be terminated by priceline.com or its Successors immediately by\nproviding notice of termination to the Walker Parties, and all rights granted\nunder this subsection (e) shall immediately revert to and be fully vested in\npriceline.com or its Successor.\n\n                                      ARTICLE IV\n\n                                  INTERCOMPANY LEASE\n\n          4.1  LEASE OF SPACE.  Commencing on and as of the Effective Date and\ncontinuing on a month-to-month basis thereafter, Walker Digital shall sublease\nto the PriceLine Parties all or a portion of the real estate leased by Walker\nDigital at Five High Ridge Park, Stamford, Connecticut 06905 (the \"WALKER LEASED\nSPACE\").  The portions of\n\n\n                                                                               6\n\n\nthe Walker Leased Space subject to the Intercompany Lease may, depending on the\noccupancy requirements of the PriceLine Parties, fluctuate from time to time\nduring the term of the Intercompany Lease.  On not less than a quarterly basis\ncommencing with the calendar quarter beginning July 1, 1998, Walker Digital and\npriceline.com shall determine in good faith the portion of the Walker Leased\nSpace then occupied by the PriceLine Parties (the \"PRICELINE OCCUPIED SPACE\")\nfor purposes of the payment obligations of the PriceLine Parties set forth in\nsection 4.2 below.   \n\n          4.2  LEASE AND OTHER PAYMENTS.  The monthly rent payable by the\nPriceLine Parties under the Intercompany Lease shall be equal to Walker\nDigital's monthly base rental payment for leasing the PriceLine Occupied Space\nthen occupied by the PriceLine Parties (as determined by Walker Digital and\npriceline.com as required by Section 4.1 above).  In addition to the foregoing,\nthe PriceLine Parties shall pay to Walker Digital, on a monthly basis after\ninvoice from Walker Digital (i) their proportionate share, based on the then\ncurrent PriceLine Occupied Space, of the monthly out-of-pocket cost to Walker\nDigital for all utilities (other than telephone and telecom services), taxes and\nmaintenance, cleaning, security and repair fees paid by Walker Digital with\nrespect to the Walker Leased Space, (ii) their proportionate share, based on\nusage, of the monthly out-of-pocket cost to Walker Digital for the provision of\nthird party telephone and telecom services to the PriceLine Parties, and (iii)\ntheir proportionate share, based on the usage of the PriceLine Parties, of the\nmonthly out-of-pocket cost to Walker Digital for all capital equipment located\nat or on the Walker Leased Space (such as photocopy and facsimile equipment and\nleased appliances), PROVIDED, HOWEVER, that all telephones (including cellular\ntelephones), personal computers and printers used by the PriceLine Parties and\nowned or leased by Walker Digital shall be paid for by the PriceLine Parties\nbased on the actual out-of-pocket cost to Walker Digital for the provision of\neach such item to the PriceLine Parties.  \n\n          4.3  LEASE TERM.  The Intercompany Lease will continue on a\nmonth-to-month basis until terminated by Walker Digital or a PriceLine Party on\nat least ninety (90) days prior written to the other parties.  A PriceLine Party\nmay freely assign its rights and obligations under the Intercompany Lease to any\naffiliate or any Successor without the consent of Walker Digital.\n\n\n                                                                               7\n\n\n                                      ARTICLE V\n\n                                   SUPPORT SERVICES\n\n          5.1  INTERCOMPANY SERVICES.  For a period not to exceed three (3)\nyears from the Effective Date unless otherwise extended by Walker Digital and\npriceline.com, Walker Digital shall provide to priceline.com, or to PriceLine\nTravel at priceline.com's request, any legal, technical, consulting or other\nservices requested from time to time by priceline.com; PROVIDED, HOWEVER, that\nWalker Digital personnel, at the time of such request, possess the requisite\nexperience and knowledge necessary to provide such Intercompany Services and\nhave reasonable time availability to provide such Intercompany Services within\nthe time requested.  Any Intercompany Services provided by Walker Digital that\nare legal in nature shall be at the direction of, and shall be supervised by,\nthe Chief Legal Officer of priceline.com.\n\n          5.2  INTERCOMPANY SERVICES FEE.  Priceline.com shall pay for the\nIntercompany Services on a per project or assignment basis.  The fee shall be\ncommercially reasonable and shall be negotiated in good faith by priceline.com\nand Walker Digital.\n\n          5.3  NO REQUIRED USE.  Nothing herein shall prohibit priceline.com\nfrom engaging any other person to provide legal, technical, consulting or other\nservices to priceline.com.  Without limiting the generality of the foregoing,\nnothing herein shall prohibit priceline.com from engaging any other Persons to\nperform any or all services that make up the Intercompany Services without first\nrequesting Walker Digital to provide such services.\n\n                                      ARTICLE VI\n\n                               MISCELLANEOUS PROVISIONS\n\n          6.1  WAIVER; MODIFICATION.  No provision of this Agreement may be\namended, modified, waived or discharged unless such amendment, waiver,\nmodification or discharge is agreed to in writing and signed by each of the\nparties hereto or a duly authorized representative thereto.  No waiver by any\nparty hereto at any time of any breach by any other party hereto of, or\ncompliance with, any condition or provision of this Agreement to be performed by\nsuch other party shall be deemed a waiver of similar or dissimilar provisions or\nconditions at the same or at any prior or subsequent time.\n\n\n                                                                               8\n\n\n          6.2  INVALIDITY.  If any provision of this Agreement shall be\ndetermined by any court of competent jurisdiction to be unenforceable or invalid\nto any extent, the remainder of this Agreement shall not be affected thereby,\nand this Agreement shall be construed to the fullest extent possible as to give\neffect to the intentions of the provision found unenforceable or invalid.\n\n          6.3  PARTIES IN INTEREST.  This Agreement may not be assigned by a\nWalker Party without the prior written consent of priceline.com (whether by a\nsale of all or substantially all of its assets, a change in control or by\noperation of law), which consent shall not be unreasonably withheld or delayed.\nThis Agreement shall be binding upon the parties hereto and all Successors.\n\n          6.4  EXPENSES.  Except as otherwise specifically provided for herein,\neach party hereto shall bear all expenses incurred by it in connection with this\nAgreement including, without limitation, the charges of its counsel, accountants\nand other experts.\n\n          6.5  NOTICES.  All notices and other communications provided for\nhereunder shall be in writing and shall be delivered to each party hereto by\nhand or sent by reputable overnight courier, with receipt verified, or\nregistered or certified mail, return receipt requested, addressed as follows:\n\n                    If to WAMP:\n\n                    Walker Asset Management Limited Partnership\n                    Four High Ridge Park\n                    Stamford, CT 06905\n                    Attention:  President, Chief Operating Officer or Chief\n                    Legal Officer of the General Partner\n\n                    If to Walker Digital:\n\n                    Walker Digital Corporation\n                    Five High Ridge Park\n                    Stamford, CT 06905\n                    Attention:  President, Chief Operating Officer or Chief\n                    Legal Officer\n\n\n                                                                               9\n\n\n                    If to priceline.com:\n\n                    Priceline.com LLC\n                    Five High Ridge Park\n                    Stamford, CT 06905\n                    Attention:  President, Chief Operating Officer or Chief\n                    Legal Officer\n\n                    If to PriceLine Travel:\n\n                    PriceLine Travel, Inc.\n                    Five High Ridge Park\n                    Stamford, CT 06905\n                    Attention:  President, Chief Operating Officer or Chief\n                    Legal Officer\n\n\nor at such other address as either party may specify by notice to the other\nparty given as aforesaid.  Such notices shall be deemed to be effective when the\nsame shall be deposited, postage prepaid, in the mail and\/or when the same shall\nhave been delivered by hand or overnight courier, as the case may be.  If any\naction or notice is to be taken or given on or by a particular calendar day, and\nsuch calendar day is not a business day, then such action or notice may be\ndeferred until, or may be taken or given on, the next business day.\n\n          6.6  GOVERNING LAW.  The validity, interpretation, construction and\nperformance of this Agreement shall be governed by and construed in accordance\nwith the laws of the State of Connecticut without regard to its conflicts of law\nprinciples.\n\n          6.7  COUNTERPARTS.  This Agreement may be executed in counterparts,\neach of which shall be deemed to be an original but all of which together will\nconstitute one and the same instrument.\n\n          6.8  HEADINGS.  All headings contained in this Agreement are for\nreference purposes only and shall not in any way effect the meaning or\ninterpretation of any provision or provisions of this Agreement.\n\n          6.9  INTEGRATION.  This Agreement, and the documents to be delivered\nin connection therewith, and the exhibits and schedules thereto, if any, set\nforth the entire\n\n\n                                                                              10\n\n\nagreement of the parties hereto in respect of the subject matter contained\nherein and supersede all prior and contemporaneous agreements, promises,\ncovenants, arrangements, understandings, communications, representations or\nwarranties, whether oral or written, by any party hereto; and any prior\nagreement of the parties hereto in respect of the subject matter contained\nherein is hereby terminated and canceled.  No agreements or representations,\nwhether written, oral, express or implied, with respect to the subject matter\nhereof have been made by either party that are not set forth expressly in this\nAgreement and the other documents to be delivered in connection herewith and\ntherewith.\n\n          IN WITNESS WHEREOF, the parties hereto have duly executed and\ndelivered this Agreement as of the ___ day of _____, 1998.\n\nWALKER ASSET MANAGEMENT            WALKER DIGITAL CORPORATION\nLIMITED PARTNERSHIP\nBy: Walker Digital Corporation, \n       its sole General Partner\n\n\nBy:_________________________       By:________________________\nName:                              Name:\nTitle:                             Title:\n\n\nPRICELINE.COM. LLC                 PRICELINE TRAVEL, INC.\n\n\nBy:________________________        By:________________________\nName:                              Name:\nTitle:                             Title:\n\n\n\n                                      SCHEDULE A\n\n     1.   U.S. PATENTS\n\n          PATENT NO.     TITLE\n\n     2.   U.S. PATENT APPLICATIONS\n\n          SERIAL NO.     TITLE\n          08\/707,660     Method and Apparatus for a Cryptographically\n                         Assisted Commercial Network System\n                         Designed to Facilitate Buyer-Driven Conditional\n                         Purchase Offers\n\n          08\/889,319     Conditional Purchase Offer Management System\n\n          08\/923,530     Conditional Purchase Offer Management System\n                         for Event Tickets\n\n          08\/943,266     System and Method for Aggregating Multiple Buyers\n                         Utilizing Conditional Purchase Offers (CPOs)\n\n          08\/923,317     Conditional Purchase Offer Management System\n                         for Telephone Calls\n\n          08\/923,683     Conditional Purchase Offer (CPO) \n                         Management System for Packages\n\n          08\/964,967     Conditional Purchase Offer (CPO)\n                         Management System for Collectibles\n\n          08\/923,524     Conditional Purchase Offer (CPO)\n                         and Third-Party Input Management System\n\n          08\/969,875     Conditional Purchase Offer (CPO)\n                         Management System for Vehicle Leases\n\n          08\/923,618     Conditional Purchase Offer\n                         Management System for Cruises\n\n\n                                                                               2\n\n\n          08\/943,483     System and Method for Facilitating Acceptance\n                         of Conditional Purchase Offers (CPOs)\n\n          08\/997,170     Conditional Purchase Offer Buyer Agency System\n\n     3.   FOREIGN PATENTS AND PATENT APPLICATIONS\n\n     COUNTRY   APPLN. NO.     TITLE\n     WO        US97\/15492     Conditional Purchase Offer\n                              Management System\n\n\n\n                                                                                \n\n\n                                      SCHEDULE B\n\nService Marks Owned or Controlled by Walker Asset Management Limited Partnership\n                   and Worldwide Applications to Register Therefor\n\nDescription of Mark      Country                  Appl. No.      Filing Date\n\nPRICELINE (word)         United States            75\/218912      27-Dec-96\n                         Canada                   848845         24-Jun-97\n                         Community Trademark      595850         25-Jun-97\n                         Japan                    132553         27-Jun-97\n\nTRAVEL PRICELINE (word)  United States            75\/218913      27-Dec-96\n\nPRICELINE.COM (word)     United States            75\/371458      10-Oct-97\n                         Canada                   871380         06-Mar-98\n                         Community Trademark      794537         08-Apr-98\n                         Japan                    27911\/98       02-Apr-98\n\nSUPER LEISURE (word)     United States            75\/406667      17-Dec-97\n                         Canada                   875442         17-Apr-98\n                         Community Trademark      817494         06-May-98\n                         Japan                    39499\/98       12-May-98\n\n\n\n                                      EXHIBIT A\n\n                                  PATENT ASSIGNMENT\n                        BY AND BETWEEN WALKER ASSET MANAGEMENT\n                      LIMITED PARTNERSHIP AND PRICELINE.COM LLC\n\n          WHEREAS, Walker Asset Management Limited Partnership, hereinafter\n\"Assignor\", a limited partnership organized and existing under the laws of the\nState of Connecticut and having a principal office at Five High Ridge Park,\nStamford, Connecticut, 06905, is the owner of the entire right, title and\ninterest in and to certain patents and patent applications listed on SCHEDULE 1\nannexed hereto (collectively referred to as the \"Patents\"); and\n\n          WHEREAS, priceline.com LLC, hereinafter \"Assignee\", a limited\nliability company organized and existing under the laws of the State of Delaware\nand having a principal office at Five High Ridge Park, Stamford, Connecticut,\n06905, is desirous of acquiring all right, title, and interest in and to the\nPatents.\n\n          NOW, THEREFORE, for good and valuable consideration, the receipt and\nsufficiency of which is hereby acknowledged, Assignor hereby sells, assigns and\ntransfers to Assignee the entire right, title and interest in and to the Patents\nthroughout the world and the inventions and designs covered thereby, including\nthe right to claim priority and the right to any continuation, division, or\nsubstitute application thereof and the right to any reissue, restoration,\nextension or reexamination of any patent thereof, the same to be held and\nenjoyed by Assignee for its own use and enjoyment, and for the use and enjoyment\nof its successors, assigns and legal representatives, to the end of the terms\nfor which the Patents have been or will be granted, as fully and entirely as the\nsame would have been held and enjoyed by Assignor if this assignment had not\nbeen made; together with all claims by Assignor for damages by reason of past\ninfringement of the Patents with the\n\n\n                                                                               2\n\n\nright to sue for, and collect the same for its own use and benefit, and for the\nuse and benefit of its successors, assigns and other legal representatives.\n\n          Assignor agrees that when requested by Assignee it will, at the sole\ncost of Assignee, execute all documents necessary or desirable to properly vest\nfull right, title and interest in and to all Patents throughout the world in the\nname of Assignee or which, in the sole judgment of Assignee, may be necessary to\nobtain, maintain, issue or enforce said Patents.\n\n          IN WITNESS WHEREOF, Walker Asset Management Limited Partnership has\ncaused this Patent Assignment to be executed and delivered as of this __ day of\n_______, 1998.\n\n          IN WITNESS WHEREOF, priceline.com LLC accepts this Patent Assignment\nexecuted and delivered as of this __ day of _______, 1998.\n\n\n                              WALKER ASSET MANAGEMENT\n                                LIMITED PARTNERSHIP\n\n                              By:  Walker Digital Corporation\n                                   Its Sole General Partner\n\n                                   By:_________________________\n                                      Name:\n                                      Title:\n\n\n\n                                                                               3\n\n\nState of ________________     )\n                              )  ss.:\nCounty of ______________      )\n\nOn this ____ day of _____, 1998, before me personally came ________________, to\nme known, who being by me duly sworn, did depose and say that he\/she is\n______________ of Walker Digital Corporation, the sole general partner of the\nlimited partnership described in and which executed the foregoing instrument;\nand that he\/she signed his\/her name thereto by order of the Board of Directors\nof Walker Digital Corporation.\n\n\n\n     \n[Notarial Seal]               ____________________________________\n                                         Notary Public\n\n\n\n\n\n\n\n\n\n                                      SCHEDULE 1\n\n     1.   U.S. PATENTS\n\n          PATENT NO.     TITLE\n\n     2.   U.S. PATENT APPLICATIONS\n\n          SERIAL NO.     TITLE\n          08\/707,660     Method and Apparatus for a Cryptographically\n                         Assisted Commercial Network System\n                         Designed to Facilitate Buyer-Driven Conditional\n                         Purchase Offers\n\n          08\/889,319     Conditional Purchase Offer Management System\n\n          08\/923,530     Conditional Purchase Offer Management System\n                         for Event Tickets\n\n          08\/943,266     System and Method for Aggregating Multiple Buyers\n                         Utilizing Conditional Purchase Offers (CPOs)\n\n          08\/923,317     Conditional Purchase Offer Management System\n                         for Telephone Calls\n\n          08\/923,683     Conditional Purchase Offer (CPO) \n                         Management System for Packages\n\n          08\/964,967     Conditional Purchase Offer (CPO)\n                         Management System for Collectibles\n\n          08\/923,524     Conditional Purchase Offer (CPO)\n                         and Third-Party Input Management System\n\n          08\/969,875     Conditional Purchase Offer (CPO)\n                         Management System for Vehicle Leases\n\n          08\/923,618     Conditional Purchase Offer\n                         Management System for Cruises\n\n\n                                                                               2\n\n\n          08\/943,483     System and Method for Facilitating Acceptance\n                         of Conditional Purchase Offers (CPOs)\n\n          08\/997,170     Conditional Purchase Offer Buyer Agency System\n\n     3.   FOREIGN PATENTS AND PATENT APPLICATIONS\n\n     COUNTRY   APPLN. NO.     TITLE\n     WO        US97\/15492     Conditional Purchase Offer\n                              Management System\n\n\n\n\n\n\n                                      EXHIBIT B\n\n                                 TRADEMARK ASSIGNMENT\n                        BY AND BETWEEN WALKER ASSET MANAGEMENT\n                      LIMITED PARTNERSHIP AND PRICELINE.COM LLC\n\n          WHEREAS, Walker Asset Management Limited Partnership, hereinafter\n\"Assignor\", a limited partnership organized and existing under the laws of the\nState of Connecticut, having a principal place of business at Five High Ridge\nPark, Stamford, Connecticut 06905, is the record owner of certain trademark\nregistrations and\/or trademark applications listed in SCHEDULE 1 (collectively\nreferred to as the \"Marks\"); and\n\n          WHEREAS, priceline.com LLC hereinafter \"Assignee\", a limited liability\ncompany organized and existing under the laws of the State of Delaware, having a\nplace of business at Five High Ridge Park, Stamford, Connecticut 06905, desires\nto acquire the Marks.\n\n          NOW, THEREFORE, for good and valuable consideration, the receipt and\nsufficiency of which is hereby acknowledged, Assignor hereby sells, assigns and\ntransfers to Assignee, its successors and assigns, all of Assignor's right,\ntitle and interest, whether statutory or at common law, in and to the Marks,\ntogether with the goodwill of the business symbolized by them throughout the\nworld and such other trademarks, service marks, trade names and trade dress as\nmay be owned by Assignor and used in connection with the Marks, and all\nregistrations and pending applications therefor, in all countries throughout the\nworld (collectively, \"All Marks\"), together with all causes of action for any\nand all previously occurring infringements of the rights being assigned and the\nright to receive and retain the proceeds relating to those infringements.\n\n\n                                                                               2\n\n\n          Assignor agrees to execute further papers and to do such other acts as\nmay be necessary and proper to vest full title in and to All Marks in the\nAssignee or which may be necessary to obtain, renew, issue or enforce All Marks.\nThis Trademark Assignment may be executed in several counterparts, each of which\nshall be deemed to be an original, but all of which together will constitute one\nand the same instrument.\n\n          IN WITNESS WHEREOF, Walker Asset Management Limited Partnership has\ncaused this Trademark Assignment to be executed and delivered as of this ___ day\nof ____, 1998.\n\n          IN WITNESS WHEREOF, priceline.com LLC accepts this Trademark\nAssignment executed and delivered as of this ___ day of _____, 1998.\n\n\n                              WALKER ASSET MANAGEMENT\n                                LIMITED PARTNERSHIP\n\n                              By:  Walker Digital Corporation\n                                   Its Sole General Partner\n\n                                   By:_________________________\n                                      Name:\n                                      Title:\n\n\n\n                                                                               3\n\n\n\nState of ________________     )\n                              )  ss.:\nCounty of ______________      )\n\nOn this ____ day of ____, 1998, before me personally came ________________, to\nme _____ known, who being by me duly sworn, did depose and say that he\/she is\n______________ of Walker Digital Corporation, the sole general partner of the\nlimited partnership described in and which executed the foregoing instrument;\nand that he\/she signed his\/her name thereto by order of the Board of Directors\nof Walker Digital Corporation.\n\n\n\n     [Notarial Seal]          ____________________________________\n                                         Notary Public\n\n\n\n\n\n                                      SCHEDULE 1\n\nService Marks Owned or Controlled by Walker Asset Management Limited Partnership\n                and Worldwide Applications to Register Therefor\n\n\nDescription of Mark           Country             Appl. No.      Filing Date\n\nPRICELINE (word)              United States       75\/218912      27-Dec-96\n                              Canada              848845         24-Jun-97\n                              Community Trademark 595850         25-Jun-97\n                              Japan               132553         27-Jun-97\n\nTRAVEL PRICELINE (word)       United States       75\/218913      27-Dec-96\n\nPRICELINE.COM (word)          United States       75\/371458      10-Oct-97\n                              Canada              871380         06-Mar-98\n                              Community Trademark 794537         08-Apr-98\n                              Japan               27911\/98       02-Apr-98\n\nSUPER LEISURE (word)          United States       75\/406667      17-Dec-97\n                              Canada              875442         17-Apr-98\n                              Community Trademark 817494         06-May-98\n                              Japan               39499\/98       12-May-98\n\n\n\n\n\n\n TYPE:  EX-10.(6)(1)\n SEQUENCE:  6\n DESCRIPTION:  EMPLOYMENT AGREEMENT 1\/1\/98\n\n\n\n                                                                  Exhibit 10.6.1\n\n\n                                 EMPLOYMENT AGREEMENT\n\n\n          EMPLOYMENT AGREEMENT, dated as of January 1, 1998 by and among Mr. Jay\nWalker (the \"Stockholder\"), Walker Digital Corporation, a Connecticut\ncorporation (\"Walker Digital\"), priceline.com LLC, a Delaware limited liability\ncompany (\"PriceLine\" and, together with Walker Digital, the \"Companies\"), and\nMr. Jesse Fink, a resident of the State of Connecticut (the \"Employee\").\n\n          WHEREAS, the Stockholder (or trusts established for the benefit of\nmembers of the Stockholder's family) currently owns substantially all of the\nissued and outstanding common stock, without par value, of Walker Digital\n(\"Walker Digital Stock\");\n\n          WHEREAS, the Stockholder (or trusts established for the benefit of\nmembers of the Stockholder's family) and Walker Digital currently own\nsubstantially all of the common equity units of PriceLine (\"PriceLine Units\");\nand\n\n     WHEREAS, the Stockholder and the Companies desire that the Employee\ncontinue to serve as the Chief Operating Officer of PriceLine and the Employee\ndesires to continue to so serve under the terms and conditions of this\nAgreement.\n\n          NOW, THEREFORE, intending to be legally bound hereby, the parties\nagree as follows:\n\n          1.   EMPLOYMENT.\n\n          (a)  The Companies agree to continue to employee the Employee, and the\nEmployee hereby agrees to continue to serve the Companies, upon the terms and\nsubject to the conditions set forth herein. The Companies hereby agree to\ncontinue to engage the Employee, and the Employee hereby agrees to continue to\nserve, as a the Chief Operating Officer of each of the Companies upon the terms\nand subject to the conditions set forth herein.\n\n                                           \n\n\n          (b)  During the Term (as defined herein), the Employee shall  serve as\nthe Chief Operating Officer of each of the Companies and shall have such\nresponsibilities, duties and authority consistent with the position of Chief\nOperating Officer as may from time to time be determined by the respective board\nof directors of each of the Companies.\n\n          (c)  During the Term, the Employee shall diligently and faithfully\nserve the Companies and devote substantially all of his working time and efforts\nto the business and affairs of the Companies.\n\n          (d)     Upon the mutual agreement of the Employee and the Stockholder,\nthe Employee may be employed pursuant to this Agreement by an entity (the \"New\nEmployer\") other than the Companies that is controlled by the Stockholder, in\nwhich event (i) the Employee shall be deemed to be employed by the New Employer\npursuant to the terms of this Agreement and the Term shall continue as if the\nEmployee continued to be employed by the Companies, (ii) the Employee shall be\nentitled to the Options vested at the time of such transfer of employment and\n(iii) (A) the Employee shall have the right to receive options to purchase\nequity interests in the New Employer in lieu of the Options that are not vested\nat the time of such transfer of employment and (B) the Employee and the\nStockholder shall negotiate in good faith to ensure that such options have an\nequivalent profit opportunity over the term of this Agreement as the unvested\nOptions at the time of such transfer.  For example, if the reasonably anticipate\nvalue of the unvested Options at the time of the Employee's transfer of\nemployment equals $2 million, then the Employee would receive options to\npurchase equity interests in the New Employer valued at $2 million that would be\nsubject to the same terms and conditions as the unvested Option.   \n\n          2.   TERM.  Subject to Section 5 hereof, the term of the employment by\nthe Companies of the Employee pursuant to this Agreement (the \"Term\") is for an\ninitial period commencing on January 1, 1998 and terminating on January 1, 2001.\n\n          3.   COMPENSATION.\n\n          (a)  BASE SALARY.  In partial consideration of the Employee's services\nto be rendered pursuant hereto and the Employee's agreement to the covenants and\nrestrictions set forth in Section 8 hereof, the Companies shall pay to the\nEmployee, effective as of January 1, 1998, an annual base salary of $225,000, \n\n\n                                          2\n\n\nsubject to annual adjustment (the \"Base Salary\"), such salary to be payable to\nthe employee in semi-monthly installments in accordance with the Companies'\ncustomary payroll practices.  PriceLine and Walker Digital will allocate such\npayments between them in their discretion.\n\n          (b)  CASH BONUS.    The Employee shall be eligible to participate in\nany cash bonus program introduced by PriceLine at a level commensurate with the\nEmployee's position and responsibility.\n\n          (c)  ISSUANCE OF PRICELINE UNITS.  In partial consideration for the\nservices previously rendered by the Employee, the services to be rendered\npursuant hereto and the Employee's agreement to the covenants and restrictions\nset forth in Section 8 hereof, PriceLine shall issue and deliver to the Employee\non the date of this Agreement a certificate or certificates representing\n2,700,000 PriceLine Units (representing approximately 36% of the founders'\nequity of PriceLine and approximately 3.9% of PriceLine's estimated\ncapitalization), free and clear of any lien, encumbrance, security interest,\nmortgage, pledge, charge, claim, option, right of first refusal or call, or\nrestriction of any kind, other than the restrictions provided for herein.  Upon\nsuch delivery of PriceLine Units, the Employee shall agree in writing to be\nbound by the terms and conditions of the Limited Liability Company Agreement\ndated as of July 18, 1997 by and among PriceLine and its members (as the same\nmay be amended through the time of exercise or any successor agreement, the\n\"PriceLine LLC Agreement\") and any other agreement pertaining to the rights of\nequity holders of PriceLine, and will, if requested by PriceLine or the\nStockholder, execute a separate statement to such effect.\n\n          (d)  PRICELINE OPTION.\n\n               (i)  In partial consideration for the services previously\nrendered by the Employee, the services to be rendered pursuant hereto and the\nEmployee's agreement to the covenants and restrictions set forth in Section 8\nhereof, PriceLine hereby grants to the Employee, effective as of the date\nhereof, an option (the \"PriceLine Option\") to purchase, on the terms set forth\nin this Section 3(d), up to 2,200,000 PriceLine Units, which represent\napproximately 3.2% of PriceLine's estimated capitalization.\n\n               (ii) The PriceLine Option is not intended to qualify as an\nincentive stock option within the meaning of Section 422 of the Internal Revenue\nCode of 1986, as amended (the \"Code\").\n\n\n                                          3\n\n\n               (iii)  The PriceLine Option is exercisable at an aggregate\nexercise price of $2,200,000, or a per security exercise price of $1.00 per\nPriceLine Unit.\n\n               (iv)   Subject to Section 5 hereof, the PriceLine Option shall\nbecome exercisable as to (A) 1,200,000 of the PriceLine Units underlying the\nPriceLine Option on the earlier of (x) the day on which the 5,000th airline\nticket is sold through PriceLine's priceline.com website and (y) December 31,\n1998 (the \"Launch Vesting Date\"); (B) 500,000 of the PriceLine Units underlying\nthe PriceLine Option on the first anniversary of the Launch Vesting Date; and\n(C) 500,000 of the PriceLine Units underlying the PriceLine Option on the second\nanniversary of the Launch Vesting Date.\n\n               (v)    Except as otherwise specifically provided for in this\nAgreement, the PriceLine Option shall be governed by the terms of the Omnibus\nPriceLine Option Plan and related Option Agreement.\n\n          (e)  WD\/CASH OPTION.\n\n               (i)    In partial consideration for the services previously\nrendered by the Employee, the services to be rendered pursuant hereto and the\nEmployee's agreement to the covenants and restrictions set forth in Section 8\nhereof, Walker Digital hereby grants to the Employee, effective as of the date\nhereof and upon the terms set forth in this Section 3(e), an option (the\n\"WD\/Cash Option,\" and together with the PriceLine Option, the \"Options\" ) to (A)\npurchase up to 500 shares of Walker Digital Stock, which represent approximately\n.5% of Walker Digital's estimated capitalization or (B) elect to receive a cash\npayment (the \"Cash Payment\") from the Stockholder in an amount equal of the\nproduct of (1) the difference between (x) the per share fair market value (as\ndetermined pursuant to Section 3(e)(vi) hereof) of the common stock of NewSub\nServices, Inc., a Connecticut corporation (\"NewSub\"), on the date of exercise of\nthe WS\/Cash Option minus (y) $30,709.74 (the per share fair market value of the\ncommon stock of NewSub on the date hereof) multiplied by (2) 32.563 (the\n\"Reference Factor\").\n\n               (ii)   The WD\/Cash Option is not intended to qualify as an\nincentive stock option within the meaning of Section 422 of the Code.\n\n\n                                          4\n\n\n               (iii)  The WD\/Cash Option is exercisable in the aggregate for\n(A) 500 shares of Walker Digital Stock at an aggregate exercise price of\n$1,000,000, or a per security exercise price of $2,000 per share of Walker\nDigital Stock (the \"WD\/Cash Exercise Price\") or (B) the Cash Payment. \n\n               (iv)   The per security exercise price for Walker Digital Stock\nwas determined on the basis of a $200 million valuation of Walker Digital, after\ngiving effect to presently anticipated equity transactions. The Reference Factor\nof 32.563 was determined on the basis of a $270 million valuation of NewSub and\n8,792 issued and outstanding shares of common stock of NewSub as of March 9,\n1998. \n \n               (v)    The WD\/Cash Option shall become exercisable upon the\nissuance of the WD\/Cash Option.  The WD\/Cash Option may be exercised for Walker\nDigital Stock or the Cash Payment by written notice delivered in person or by\nmail to Walker Digital and the Stockholder specifying either the number of\nshares of Walker Digital Stock that the WD\/Cash Option is being exercised for or\nthat the WD\/Cash Option is being exercised for the Cash Payment.  If the WD\/Cash\nOption is exercised for Walker Digital Stock, the WD\/Cash Exercise Price shall\nbe paid in full and in cash at the time of exercise to Walker Digital.  Unless\nsooner exercised or terminated pursuant to the terms of this Agreement, the\nWD\/Cash Option shall be cancelled and be of no further force and effect after\nJanuary 1, 2001 (the \"Expiration Date\").\n\n               (vi)   The per share fair market value of the common stock of\nNewSub on the date of exercise of the WD\/Cash Option shall be determined in good\nfaith by the Stockholder, PROVIDED, HOWEVER, if the Employee challenges such\nvaluation within thirty (30) days of being notified of such valuation, then the\nvaluation shall be determined in the following manner:  \n\n                      (A) First, the Stockholder and the Employee shall each\nselect a financial advisor who shall work together to determine the per share\nfair market value of the common stock of NewSub on the date of exercise of the\nWD\/Cash Option; and \n\n                      (B) Second, if the financial advisors of the Stockholder\nand the Employee are not able to mutually agree on the per share fair market\nvalue of the common stock of NewSub on the date of exercise of the\n\n\n                                          5\n\n\nWD\/Cash Option, then the financial advisors shall jointly select a third\nfinancial advisor to determine such value.\n\n               (vii)  In determining the per share fair market value of the\ncommon stock of NewSub on the date of exercise of the WD\/Cash Option pursuant to\nSection 3(e)(vi) , the Stockholder and the Employee shall each be responsible\nfor the fees, costs and expenses of their own financial advisor and shall\nequally divide the fees, costs and expenses of the third financial advisor. \n\n          (f)  ISSUANCE OF WALKER DIGITAL STOCK.   The Employee will be issued\n10% of the Walker Digital Stock as founder's equity effectively granted \"as of\"\nJune 30, 1996.  This investment was diluted by capital contributions in the\namount of $5,977,843 that were made by the Stockholder from June 30, 1996\nthrough December 31, 1997 based on a $20 million pre-investment valuation,\nthereby diluting the Employee's equity stake to 7.7% by virtue of the\nStockholder's investment during such period.  Such issuance will be in the form\nof a profits interest and will be made as soon as practicable following the\nrecapitalization of Walker Digital to an limited liability company.  The\ntag-along and conversion provisions set forth in Section 3(g) hereof shall also\napply to the units received in such grant.  The Employee will have the right to\nmaintain his base 10% stake in Walker Digital by giving the Stockholder a\npersonal recourse note accumulating interest at the rate of 12% compounded\nannually in a principal amount equal to 10% of the Stockholder's investment\nduring this period (i.e., $597,784).  The Stockholder's investment in Walker\nDigital beginning January 1, 1998 will be based on a $100 million valuation,\nsubject to adjustment up or down based on changes in fair market value and\nsubject to fiduciary obligations to other shareholders.  The Employee will have\nthe right to preserve his ownership percentage in Walker Digital by investing\ncash in Walker Digital at the same valuation as any new investments.  The\nEmployee will be diluted ratably with the Stockholder for the $5 million of\nWalker Investment Unit subscriptions based on a $200 million valuation of Walker\nDigital, thereby reducing Employee's investment ownership to 7.7%.  The Employee\nwill have the right to co-invest with the Stockholder on a pari passu basis in\nany venture that licenses or otherwise receives Walker Digital intellectual\nproperty.  In addition, it is currently anticipated that the Employee will\nreceive 30% of a management participation pool of 20% (i.e., 6% of the total) of\nthe 1996 Walker Digital patents and 20% of a management participation pool of\n20% (i.e., 4% of the total) of the 1997 Walker Digital patents.  Walker Digital\nwill hold approximately 7.3% of the fully diluted equity of PriceLine.  In the\nevent that Walker Digital does not create any such management participation\npools or effect\n\n\n                                          6\n\n\nthe aforementioned recapitalization, the Employee and the Stockholder will\nnegotiate in good faith for a comparable management participation arrangement or\ncomparable founders' stock arrangement, as the case may be..\n\n          (g)  ADJUSTMENT. \n\n               (i)  In the event that, following March 9, 1998, Walker Digital\nor PriceLine effects an extraordinary dividend or other extraordinary\ndistribution, recapitalization, stock split, reverse stock split,\nreorganization, merger, consolidation, spin-off, combination, repurchase or\nshare exchange, or other similar corporate transaction or event that affects the\nWalker Digital Stock, PriceLine Units, as the case may be, such that an\nadjustment is appropriate to prevent dilution or enlargement of the rights of\nthe Employee with respect to the Options, then Walker Digital or PriceLine, as\nthe case may be, shall make such equitable changes or adjustments as Walker\nDigital, with respect to the Walker Digital Stock, and PriceLine with respect to\nthe PriceLine Units, deems necessary or appropriate to any or all of (A) the\nnumber and kind of equity securities for which the Options are exercisable and\n(B) exercise price of the Options.\n\n               (ii)  In the event that, following March 9, 1998, NewSub effects\nan extraordinary dividend or other extraordinary distribution, recapitalization,\nstock split, reverse stock split, reorganization, merger, consolidation,\nspin-off, combination, repurchase or share exchange, or other similar corporate\ntransaction or event that affects the common stock of NewSub, such that an\nadjustment is appropriate to prevent dilution or enlargement of the rights of\nthe Employee with respect to the WD\/Cash Option, then the Stockholder shall make\nsuch equitable changes or adjustments to the WD\/Cash Option as the Stockholder\ndeems necessary or appropriate to the maximum Reference Factor and Section\n3(e)(3).  For example, in the event that NewSub declares a two-for-one stock\nsplit the maximum Reference Factor would be increased to 65.126 and Section\n3(e)(3) would be adjusted accordingly.  \n\n               (iii)  The parties hereto acknowledge and understand that\nordinary dividends and\/or additional issuances of equity securities by Walker\nDigital, PriceLine or NewSub for cash or property shall not result in an\nadjustment under this Section 3(g), unless such issuances are to the Stockholder\nor any member of the Stockholder's immediate family or any entity controlled by\nthe Stockholder or pursuant to a transaction that is not an \"arm's length\"\npurchase of\n\n\n                                          7\n\n\nsuch securities, in either case, at a valuation less than the valuations set\nforth in Sections 3(d) and 3(e) hereof.\n\n          (h)  BENEFITS.  During the Term, Walker Digital or PriceLine shall\nprovide the Employee with health, welfare and insurance benefits to the extent\nand on the same terms as it provides such benefits to its executive officers. \nThe Employee also shall be entitled to participate in and receive any fringe\nbenefits or perquisites which may become available to the Companies' executive\nofficers.\n\n          (i)  TAG-ALONG RIGHTS; CONVERSION.  \n\n               (i)  Except as set forth below, if the Stockholder proposes to\ntransfer, sell or otherwise dispose of PriceLine Units or shares of Walker\nDigital Stock (other than to an affiliate, as defined in Rule 12b-2 promulgated\nunder the Securities Exchange Act of 1934, as amended, of the Stockholder), the\nStockholder shall provide the Employee with not less than ten business days'\nprior written notice of such proposed sale, which notice shall include all of\nthe terms and conditions of such proposed sale and identify the proposed\npurchaser(s) (\"Tag-Along Purchaser(s)\") of such securities (the \"Sale Notice\"). \nThe Employee shall have the option, exercisable by written notice given to the\nStockholder within ten business days after receipt of the Sale Notice, to\nrequire the Stockholder to arrange for such Tag-Along Purchaser(s) to purchase\nfrom the Employee, together with the Stockholder's securities, that number of\nPriceLine Units or shares of Walker Digital Stock, as the case may be (\"Employee\nPut Shares\"), equal to the product, rounded down to the nearest whole number, of\n(a) a fraction, the numerator of which is the number of PriceLine Units or\nshares of Walker Digital Stock, as the case may be, proposed to be sold by the\nStockholder and the denominator of which is the number of PriceLine Units or\nshares of Walker Digital Stock, as the case may be, then owned by the\nStockholder, multiplied by (b) the number of PriceLine Units or shares of Walker\nDigital Stock, as the case may be, then owned by the Employee, or any lesser\nnumber of shares of such securities as the Employee shall desire.  If the\nEmployee shall so elect, the Stockholder shall either (y) arrange for such\nTag-Along Purchaser(s) to purchase the Employee Put Shares at the same time as\nand upon the same terms (including price per PriceLine Unit or share of Walker\nDigital Stock) and conditions (including all direct or indirect consideration or\ncompensation) at which the Stockholder sells his PriceLine Units or shares of\nWalker Digital Stock, as the case may be (it being understood that in the event\nthe Employee Put Shares require exercise, con-\n\n\n                                          8\n\n\nversion or exchange to effect such sale, such exercise, conversion or exchange\nmay be made simultaneously with the closing of such sale), and provided that if\nsuch Tag-Along Purchaser(s) elect to purchase only such aggregate number of\nsecurities as originally agreed with the Stockholder, then the number of\nsecurities to be sold by the Stockholder and the Employee shall be reduced pro\nrata to such aggregate number or (z) not effect the proposed sale to such Tag\nAlong Purchaser(s).\n\n                      (ii)  Upon the conversion of PriceLine from a limited\nliability company to a \"C\" corporation under the Code, the issued and\noutstanding PriceLine Units owned by the Employee shall be converted into the\nnumber of shares of stock of the successor corporation that is necessary for the\nEmployee to own the same percentage of the issued and outstanding stock of such\ncorporation immediately after such conversion as the Employee owned of the\nissued and outstanding PriceLine Units immediately prior to such conversion. \n\n                      (iii)  In the event that PriceLine sells all or a\nsubstantial portion of its assets outside of the ordinary course of business,\nthen the Employee shall be paid, as additional compensation, an amount equal to\nthe excess, if any, of (A) an amount equal to what would have been his \"pro\nrata\" share of the net proceeds available for distribution to all holders of\nPriceLine Units (calculated as if all holders of PriceLine Units were to receive\ndistributions strictly in accordance with the number of PriceLine Units\noutstanding and owned by each member of PriceLine) over (B) the amount available\nfor distribution to him under the terms of the PriceLine LLC Agreement.  \n\n          4.   BUSINESS EXPENSES.  The Employee shall be reimbursed for all\ndirect, out-of-pocket business expenses incurred by him in connection with his\nemployment (including, without limitation, expenses for travel and entertainment\nincurred in conducting or promoting business for the Companies) upon timely\nsubmission by the Employee of receipts and other documentation as required by\nthe Code and in accordance with the normal expense reimbursement policies of the\nCompanies.\n\n          5. TERMINATION.\n\n          (a)  DEATH.  The employment by the Companies of the Employee pursuant\nto this Agreement shall be terminated upon the death of the\n\n\n                                          9\n\n\nEmployee.  In the event that this Agreement is terminated pursuant to this\nSection 5(a), (i) the Employee's spouse or heirs shall be entitled to (A) the\nBase Salary and benefits to be paid or provided to the Employee under this\nAgreement through the Date of Termination (as defined herein) and (B) the Base\nSalary and benefits to be paid or provided to the Employee under this Agreement\nfor the period commencing on the day after the Date of Termination and ending on\nthe later of (x) the six (6) month anniversary of the Date of Termination or\n(y) January 1, 1999 and (ii) the Employee's executor, administrator or other\nperson entitled by law to his rights under the Options shall be entitled to\nexercise the Options in accordance with the terms set forth in Section 3 as\nthough the Employee had not been terminated and vested Options shall be\nexercisable at any time prior to the later of (A) one year after the Date of\nTermination and (B) ninety days after the third anniversary of the date of this\nAgreement. To the extent not exercisable pursuant to Section 3 hereof or this\nSection 5(a), the Options shall immediately terminate on the Date of\nTermination.\n\n          (b)  DISABILITY.  The employment by the Companies of the Employee\npursuant to this Agreement may be terminated by written notice to the Employee\nat the option of either of the Companies, in the event that the Employee becomes\nunable to perform his duties and responsibilities by reason of physical or\nmental illness or accident for any six (6) consecutive month period.  In the\nevent that this Agreement is terminated by the Companies pursuant to this\nSection 5(b), the Employee shall be entitled to (i) the Base Salary and benefits\nto be paid or provided to the Employee under this Agreement through the Date of\nTermination; (ii) the Base Salary and benefits to be paid or provided to the\nEmployee under this Agreement for the period commencing on the day after the\nDate of Termination and ending on the later of (A) the six (6) month anniversary\nof the Date of Termination or (B) January 1, 1999; and (iii) exercise the\nOptions in accordance with the terms set forth in Section 3 as though the\nEmployee had not been terminated and vested Options shall be exercisable at any\ntime prior to the later of (A) one year after the Date of Termination and (B)\nninety days after the third anniversary of the date of this Agreement.  To the\nextent not exercisable pursuant to Section 3 hereof or this Section 5(b), the\nOptions shall immediately terminate on the Date of Termination.\n\n          (c)  BY THE COMPANIES FOR CAUSE.  This Agreement may be terminated by\neither of the Companies by written notice to the Employee (\"Notice of\nTermination\") upon the occurrence of any of the following events (each of which\nshall constitute \"Cause\" for termination): (i) the commission by the\n\n\n                                          10\n\n\nEmployee of any act of gross negligence, fraud or dishonesty causing harm to\neither of the Companies; (ii) the conviction of the Employee of a felony; (iii)\nintentional obtainment by the Employee of personal gain, profit or enrichment at\nthe expense of either of the Companies or from any transaction in which the\nEmployee has an interest which is adverse to the interest of either of the\nCompanies, unless the Employee shall have obtained the prior written consent of\nthe board of directors of the Company as to which his interest is adverse; (iv)\nacts by the Employee in a manner which is materially detrimental or damaging to\neither of the Companies' reputation, business operations or relations with its\nemployees, suppliers or customers; or (v) any material breach by the Employee of\nthis Agreement, including, without limitation, a breach of Section 1 or 8 hereof\nor the Confidentiality Agreements (as defined herein), which breach, if able to\nbe corrected, remains uncorrected for a period of thirty (30) days after receipt\nby the Employee of written notice from the Companies setting forth the breach. \nIn the event the employment by the Companies of the Employee is terminated\npursuant to this Section 5(c), the Employee shall be entitled to the Base Salary\nand benefits to be paid or provided to the Employee under this Agreement through\nthe Date of Termination and the Options, whether or not then exercisable, may\nnot be exercised at any time on or after the Date of Termination.\n\n          (d)   BY THE COMPANIES WITHOUT CAUSE.  The employment by the Companies\nof the Employee pursuant to this Agreement may be terminated by either of the\nCompanies at any time without Cause by delivery of a Notice of Termination to\nthe Employee.  In the event that the employment by the Companies of the Employee\npursuant to this Agreement is terminated by the Companies pursuant to this\nSection 5(d), the Employee shall be entitled to (i) the Base Salary and benefits\nto be paid or provided to the Employee under this Agreement through the Date of\nTermination; (ii) the Base Salary and benefits to be paid or provided to the\nEmployee under this Agreement for the period commencing on the day after the\nDate of Termination and ending on the later of (A) the six (6) month anniversary\nof the Date of Termination or (B) January 1, 1999; and (iii) exercise the\nOptions in accordance with the terms set forth in Section 3 as though the\nEmployee had not been terminated and vested Options shall be exercisable at any\ntime prior to ninety days after the third anniversary of the date of this\nAgreement.  To the extent not exercisable pursuant to Section 3 hereof or this\nSection 5(d), the Options shall immediately terminate on the Date of\nTermination.\n\n          (e)  BY THE EMPLOYEE.  The employment of the Employee by the Companies\npursuant to this Agreement may be terminated by the Employee at any\n\n\n                                          11\n\n\ntime by delivery of a written notice of resignation to the Companies and the\nStockholder (\"Notice of Resignation\").  In the event the employment by the\nCompanies of the Employee pursuant to this Agreement is terminated by the\nEmployee pursuant to this Section 5(e), the Employee shall be entitled to (i)\nthe Base Salary and benefits to be paid or provided to the Employee under this\nAgreement through the Date of Termination, (ii) exercise the PriceLine Option in\naccordance with the terms set forth in Section 3(d) hereof, as to the number and\ntype of securities for which the PriceLine Option would be exercisable on the\nnext vesting date following the Date of Termination, at any time prior to 90\ndays after the Date of Termination and (iii) exercise the WD\/Cash Option in\naccordance with the terms set forth in Section 3(e) hereof, at any time prior to\n90 days after the Date of Termination.  To the extent not exercisable pursuant\nto Section 3 hereof or this Section 5(e), the Options shall immediately\nterminate on the Date of Termination.\n\n          (f)  DATE OF TERMINATION.  The Employee's Date of Termination shall be\n(i) if the Employee's employment by the Companies is terminated pursuant to\nSection 5(a) hereof, the date of his death, (ii) if the Employee's employment by\nthe Companies is terminated pursuant to Section 5(b) hereof, the last day the\nEmployee worked, (iii) if the Employee's employment by the Companies is\nterminated pursuant to Section 5(c) or 5(d) hereof, the date on which a Notice\nof Termination is given and (iv) if the Employee's employment by the Companies\nis terminated pursuant to Section 5(e) hereof, the date on which a Notice of\nResignation is given.\n\n          6.   REPRESENTATIONS.\n\n          (a)  Walker Digital represents and warrants that (i) this Agreement\nhas been authorized by all necessary corporate action of Walker Digital and is a\nvalid and binding agreement of Walker Digital enforceable against it in\naccordance with its terms and (ii) all shares of Walker Digital Stock which may\nbe issued upon exercise of the WD\/Cash Option shall be, when issued in\naccordance with the terms of this Agreement, duly authorized, validly issued,\nfully paid and nonassessable and free of any preemptive rights in respect\nthereto.\n\n          (b)  PriceLine represents and warrants that (i) this Agreement has\nbeen authorized by all necessary corporate action of PriceLine and is a valid\nand binding agreement of PriceLine enforceable against it in accordance with its\nterms and (ii) all PriceLine Units which may be issued pursuant to this\nAgreement shall\n\n\n                                          12\n\n\n\nbe, when issued in accordance with the terms of this Agreement, duly authorized,\nvalidly issued, fully paid and nonassessable and free of any preemptive rights\nin respect thereto.\n\n          (c)  The Stockholder represents and warrants that he is not a party to\nany agreement or instrument which would prevent him from entering into or\nperforming his duties in any way under this Agreement and that this Agreement is\na valid and binding agreement of the Stockholder enforceable against him in\naccordance with its terms.\n\n          (d)  The Employee represents and warrants that he is not a party to\nany agreement or instrument which would prevent him from entering into or\nperforming his duties in any way under this Agreement and that this Agreement is\na valid and binding agreement of the Employee enforceable against him in\naccordance with its terms.\n\n          7.   LIMITATION ON TRANSFER OF SECURITIES.\n\n          (a)  The Employee shall not, directly or indirectly, offer, transfer,\nsell, assign, pledge, encumber, hypothecate or otherwise dispose of all or part\nof the securities issued pursuant to this Agreement or solicit any offers to\npurchase or otherwise acquire or take a pledge of all or part of such securities\nwithout the prior written consent of the issuer of such securities, PROVIDED,\nHOWEVER, the foregoing restrictions shall not apply to the securities of an\nissuer that has issued common equity securities in a public offering pursuant to\nan effective registration statement under the Securities Act of 1933, as amended\n(the \"Act\"), other than a registration statement filed on Form S-8, or any\nsuccessor form thereto, or any other applicable form with respect to the\nissuance of common equity securities to be issued or granted to employees,\nofficers or directors of the issuer, in an amount not to exceed 15% of the\ncommon equity securities of the issuer then outstanding on a fully-diluted\nbasis.\n\n          (b)  In the event of any purported or attempted transfer by the\nEmployee of all or part of the securities issued pursuant to this Agreement that\ndoes not comply with this Agreement, the purported transferee or successor shall\nnot be deemed to be a security holder of the issuer of such securities for any\npurpose and shall not be entitled to any of the rights of a security holder,\nincluding, without limitation, the right to vote or to receive any dividends or\nother distributions on or with respect to such securities.\n\n\n                                          13\n\n\n          (c)  Notwithstanding the foregoing, no provision hereof is intended to\nprohibit the transfer of the securities issued pursuant to this Agreement (i)\nupon the death of the Employee, by operation of laws of inheritance and descent\nto the Employee's personal representatives, executors, administrators,\ntestamentary trustees, legatees or beneficiaries or (ii) by gift to a spouse,\nchild, other descendant or any other United States citizen, PROVIDED such person\nis reasonably satisfactory to the Stockholder, or to a trust established for the\nbenefit of such person (each transferee referred to in clause (i) or (ii) being\na \"Permitted Transferee\"); PROVIDED, HOWEVER, that (i) any and all such\nPermitted Transferees shall agree in writing to be bound by the terms of this\nAgreement, a copy of which writing shall be filed with the issuer of such\nsecurities and (ii) any such securities so transferred shall continue to be\nsubject to this Agreement.\n\n          (d)  The Employee acknowledges that he is aware that there are\nsubstantial restrictions on the transferability of the securities issued\npursuant to this Agreement.  In addition to the restrictions set forth above,\nsince the securities issued pursuant to this Agreement will not be, and the\nEmployee has no right to require that such securities be, registered under the\nAct, such securities may not be sold unless such sale is exempt from such\nregistration under the Act.  The undersigned further acknowledges that the\nEmployee shall be responsible for compliance with all conditions on transfer\nimposed by any state \"blue sky\" or securities law administrator.\n\n          (e)  Each certificate representing the securities (other than the\nPriceLine Option and the WD\/Cash Option) issued to the Employee pursuant to this\nAgreement shall bear substantially the following legend:\n\n     THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED,\n     SOLD, ASSIGNED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE\n     DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE,\n     ENCUMBRANCE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE\n     PROVISIONS OF THE EMPLOYMENT AGREEMENT DATED AS OF JANUARY 1, 1997. \n     IN ADDITION TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SUCH\n     AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE,\n     HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY\n     THIS CERTIFICATE\n\n\n                                          14\n\n\n     MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT\n     UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS\n     IN EFFECT THEREUNDER (THE \"ACT\"), AND ALL APPLICABLE STATE SECURITIES OR\n     \"BLUE SKY\" LAWS OR (B) IF SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE,\n     ENCUMBRANCE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE\n     PROVISIONS OF THE ACT AND, IF REQUIRED BY THE COMPANY, THE COMPANY HAS BEEN\n     FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND\n     COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THAT EFFECT. \n     THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES\n     TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENT.\n\n          8.   CONFIDENTIALITY; NON-COMPETITION.  As a condition to the\nCompanies' and the Stockholder's willingness to enter into this Agreement and in\npartial consideration of the grant of the Options, the Employee agrees to the\ncovenants and restrictions set forth in this Section 8.\n\n          (a)  The Employee agrees that, during the Term and for a period of two\n(2) years thereafter, he shall not, directly or indirectly, induce or solicit\n(or authorize or assist in the taking of any such actions by any third party)\nany employee or consultant of the Companies to leave his or her business\nassociation with the Companies.\n\n          (b)  The Employee acknowledges and agrees that, during the course of\nthe provision of the Employee's services to the Companies, the Employee may be\nexposed to confidential, proprietary or sensitive data and information\nconcerning the business and affairs of the Companies, and that all such data and\ninformation constitutes a protectable business interest of the Companies.  In\nfurtherance of such business interest, the Employee is contemporaneously\nherewith executing and delivering to Walker Digital and PriceLine the standard\nconsultant confidentiality agreement of each of them (the \"Confidentiality\nAgreements\").\n\n          (c)  The Employee agrees that he will not at any time during the Term\nand, (i) for a period of one (1) year following the Date of Termination, di-\n\n\n                                          15\n\n\nrectly or indirectly, own any interest in, operate, join, control or participate\nas a director, stockholder, owner, partner, principal, officer or agent of,\nenter into the employment of, act as a consultant to, or perform any services\nfor, any entity that is engaged anywhere in the United States of America in any\nbusiness in which either of the Companies is presently engaged.  Notwithstanding\nanything herein to the contrary, this Section 8 shall not prevent the Employee\nfrom acquiring securities representing not more than one percent (1%) of the\noutstanding voting securities of any publicly held corporation.  It is the\ndesire and intent of the parties that the provisions of this Section 8(c) shall\nbe enforced to the fullest extent permitted under applicable law.  If all or\npart of this Section 8(c) is held invalid, illegal or incapable of being\nenforced by any law or public policy, all other terms and provisions of this\nAgreement shall nevertheless remain in full force and effect.  If any part of\nthis Section 8(c) is ultimately determined to be excessively broad as to\nduration, scope, activity or subject, such part will be construed by limiting\nand reducing it so as to be enforceable to the maximum extent compatible with\napplicable law. \n\n          (d)  The Employee acknowledges and agrees that each of the covenants\nset forth in this Section 8 and in the Confidentiality Agreements are reasonable\nand necessary for the protection of the Companies' business interests, that\nirreparable injury will result to the Companies if the Employee breaches any of\nthe terms of said covenants, and that in the event of the Employee's actual or\nthreatened breach of any such covenants, the Companies will have no adequate\nremedy at law.  The Employee accordingly agrees that in the event of any actual\nor threatened breach by the Employee of any of said covenants, the Companies\nshall be entitled to immediate injunctive and other equitable relief without\nbond and without the necessity of showing actual monetary damages.  Nothing\ncontained herein shall be construed as prohibiting the Companies from pursuing\nany other remedies available to it for such breach or threatened breach,\nincluding the recovery of any damages which it is able to prove.\n\n          (e)  The provisions of this Section 8 shall survive the expiration or\ntermination of this Agreement, and any of the arrangements contained herein, and\nshall be binding upon the Employee's corporate or personal successors and\nassigns.\n\n          9.   INDEMNIFICATION.   In the event the Employee was, is or becomes a\nparty to or witness or other participant in, or is threatened to be made a party\nto or witness or other participant in, any threatened, pending or completed \n\n\n                                          16\n\n\naction, suit or proceeding, or any inquiry or investigation (whether instituted\nby the Companies or any other party) that the Employee in good faith believes\nmight lead to the institution of any such action, suit or proceeding, whether\ncivil, criminal, administrative, investigative or otherwise (a \"Claim\"), by\nreason of (or arising in part out of) any event or occurrence related to the\nfact that the Employee is or was a director, officer, employee, agent,\nindependent contractor, consultant or fiduciary of either of the Companies, or\nis or was serving at the request of either of the Companies as a director,\nofficer, employee, trustee, agent, independent contractor, consultant or\nfiduciary of another corporation, partnership, limited liability company, joint\nventure, employee benefit plan, trust or other enterprise, or by reason of\nanything done or not done by the Employee in any such capacity (an\n\"Indemnifiable Event\"), then the Companies, jointly and severally, shall\nindemnify and hold harmless the Employee to the fullest extent permitted by law\nas soon as practicable but in any event no later than thirty (30) days after\nwritten demand is presented to the Companies, against any and all expenses\n(including attorneys' fees), judgments, fines, penalties and amounts paid in\nsettlement (including all interest, assessments and other charges paid or\npayable in connection with or in respect of such expenses, judgments, fines,\npenalties or amounts paid in settlement of such Claim.  If so requested by the\nEmployee, the Companies shall advance (within two (2) business days of such\nrequest) to the Employee any and all expenses (including attorneys' fees)\nincurred by the Employee in connection with any Claim relating to an\nIndemnifiable Event, upon the receipt of an undertaking by or on behalf of the\nEmployee to repay such amounts if it shall ultimately be determined that he is\nnot entitled to be indemnified by the Companies as authorized in this Section 9.\nNotwithstanding anything contained herein to the contrary, the indemnification\nobligations of the Companies set forth in this Section 9 shall survive the\ntermination or expiration of this Agreement.\n\n          10.  SUCCESSORS; BINDING AGREEMENT.  This Agreement is a personal\ncontract and the rights and interests of the Employee hereunder may not be sold,\ntransferred, assigned, pledged, encumbered or hypothecated by him, except as\notherwise expressly permitted by the provisions of this Agreement.  This\nAgreement shall inure to the benefit of the parties hereto and their respective\nrepresentatives, executors, administrators, successors, heirs, distributees,\ndevisees and legatees.\n\n          11.  ENTIRE AGREEMENT.  This Agreement and the Confidentiality\nAgreements contain all of the understandings between the parties hereto\npertaining to the matters referred to herein, and supersedes any other\nundertakings and agree-\n\n\n                                          17\n\n\nments, whether oral or in writing, previously entered into by them with respect\nthereto.  The Employee represents that, in executing this Agreement, he does not\nrely and has not relied upon any representation or statement not set forth\nherein made by the Stockholder or the Companies with regard to the subject\nmatter or effect of this Agreement or otherwise.\n\n          12.  AMENDMENT, MODIFICATION AND WAIVER.  No provision of this\nAgreement may be amended, modified or waived unless such amendment, modification\nor waiver is agreed to in writing, signed by the Employee, the Stockholder and a\nduly authorized officer of each of the Companies.  No waiver by any party hereto\nof any breach by another party hereto of any condition or provision of this\nAgreement to be performed by such other party shall be deemed a waiver of a\nsimilar or dissimilar condition or provision at the same time, any prior time or\nany subsequent time.\n\n          13.  NOTICES.  Any notices, requests, demands, waivers or other\ncommunications required or permitted to be given hereunder shall be in writing\nand shall be deemed given when delivered personally, sent by courier or\nfacsimile or registered or certified mail, postage prepaid, return receipt\nrequested, by reputable overnight courier (receipt of which is confirmed)\naddressed to the party concerned at the address indicated below or to such other\naddress as such party may subsequently give notice hereunder in writing:\n\n          To the Employee at:\n\n               Mr. Jesse Fink\n               Five High Ridge Park\n               Stamford, Connecticut  06905-1325\n               Telecopier:  (203) 614-3234\n\n          To Walker Digital at:\n\n               Walker Digital Corporation\n               Five High Ridge Park\n               Stamford, Connecticut  06905-1325\n               Telecopier:  (203) 614-3234\n               Attention:  Mr. Jay Walker\n\n          To PriceLine at:\n\n\n                                          18\n\n\n               priceline.com LLC\n               Five High Ridge Park\n               Stamford, Connecticut  06905-1325\n               Telecopier:  (203) 614-3234             \n               Attention:  Mr. Jay Walker \n\n          To the Stockholder at:\n\n               Mr. Jay Walker\n               Four High Ridge Park\n               Stamford, Connecticut  06905-1325\n               Telecopier:  (203) 614-3234\n\nAll such notices, requests, demands, waivers and communications shall be deemed\nto have been given on the date on which so hand-delivered, on the third business\nday following the date on which so mailed, on the next business day following\nthe date on which delivered to such overnight courier and on the date of such\nfacsimile transmission and confirmation, except for a notice of change of person\nor address, which shall be effective only upon receipt thereof.\n\n          14.  SEVERABILITY.  If for any reason any provision of this Agreement\nshall be held invalid, such invalidity shall not affect any other provision of\nthis Agreement not so held invalid, and all other such provisions shall to the\nfull extent consistent with law continue in full force and effect.  If any such\nprovision shall be held invalid in part, such invalidity shall in no way affect\nthe rest of such provision which, together with all other provisions of this\nAgreement, shall likewise to the full extent consistent with law continue in\nfull force and effect.\n\n          15.  SURVIVORSHIP.  The respective rights and obligations of the\nparties hereunder shall survive any termination of this Agreement to the extent\nnecessary to the intended preservation of such rights and obligations.\n\n          16.  GOVERNING LAW; JURISDICTION; ARBITRATION.\n\n          (a)  This Agreement will be governed by and construed in accordance\nwith the laws of the State of Connecticut, without regard to its conflicts of\nlaws principles.\n\n\n                                          19\n\n\n          (b)  The parties hereto hereby irrevocably:\n\n               (i)    agree that any suit, action or other legal proceeding\narising out of this Agreement, or any of the transactions contemplated hereby,\nmay be brought in the courts of record of the State of Connecticut or the courts\nof the United States located in the State of Connecticut;\n\n               (ii)   consent to the jurisdiction of each such court in any\nsuch suit, action or proceeding;\n\n               (iii)  waive any objection to the laying of venue of any such\nsuit, action or proceeding in any of such courts; and\n\n               (iv)   agree that Connecticut is the most convenient forum for\nlitigation of any such suit, action or proceeding.\n\n          (c)  If any dispute arising under this Agreement is not settled\npromptly in the ordinary course of business, the parties shall seek to resolve\nany such dispute between them, first, by negotiating promptly with each other in\ngood faith.  If the parties are unable to resolve the dispute between them\nwithin twenty (20) business days (or such period as the parties shall otherwise\nagree) through these negotiations, then any such disputes shall be settled by\nbinding arbitration in accordance with this Agreement and the following\nprocedures:\n\n               (i)    Any arbitration shall be conducted in accordance with the\nCommercial Rules of the American Arbitration Association (the \"AAA\") then in\neffect.\n\n               (ii)   Either party shall serve upon the other parties a written\ndemand that the dispute be arbitrated, specifying in reasonable detail the\nnature of the dispute to be submitted to arbitration.\n\n               (iii)  Within thirty (30) days after service of a demand for\narbitration, the parties shall attempt to agree upon a single arbitrator.\n\n               (iv)   In the event the parties cannot agree upon a single\narbitrator, any party may request the AAA to appoint an arbitrator in accordance\nwith its rules; except that if the parties fail to agree upon an arbitrator from\nthe persons named by the AAA or if for any reason the appointment cannot be made\n\n\n                                          20\n\n\nfrom the lists submitted by the AAA, then the Employee, on the one hand, and the\nCompanies and the Stockholder, on the other hand, shall appoint an arbitrator\nwithin seven (7) days thereafter and the third arbitrator shall be appointed by\nthe AAA.\n\n               (v)    The arbitration proceeding shall be  held in Stamford,\nConnecticut.\n\n               (vi)   The arbitrators shall have no power or authority to add\nto or detract from the agreements of the parties.  The arbitrators shall have no\nauthority to award punitive, exemplary, consequential, special, indirect or\nincidental damages.\n\n               (vii)  The expenses of arbitration shall be borne equally by the\nEmployee, on the one hand, and the Companies and the Stockholder, on the other\nhand, unless the arbitrators determine that one of the parties has not proceeded\nin good faith with respect to the matters submitted for arbitration, in which\ncase, such party shall bear fully the expenses of arbitration.\n\n               (viii) Judgment may be entered on any arbitration award in any\ncourt of competent jurisdiction.\n\n          17.  HEADINGS.  All descriptive headings of sections and paragraphs in\nthis Agreement are intended solely for convenience, and no provision of this\nAgreement is to be construed by reference to the heading of any section or\nparagraph.\n\n          18.  SPECIFIC PERFORMANCE.  Each party hereto acknowledges that money\ndamages would be both incalculable and an insufficient remedy for any breach of\nthis Agreement by such party and that any such breach would cause the other\nparties irreparable harm.  Accordingly, each party hereto also agrees that, in\nthe event of any breach or threatened breach of the provisions of this Agreement\nby such party, the other parties shall be entitled to equitable relief without\nthe requirement of posting a bond or other security, including in the form of\ninjunctions and orders for specific performance, in addition to all other\nremedies available to such other parties at law or in equity.\n\n\n                                          21\n\n\n          19.  COUNTERPARTS.  This Agreement may be executed in counterparts,\neach of which shall be deemed an original, but all of which together shall\nconstitute one and the same instrument.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                          22\n\n\n          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the date first above written.\n\n\n                              EMPLOYEE\n\n\n\n                              \/s\/ Jesse Fink\n                              ----------------------------------\n                              Jesse Fink\n\n\n                              WALKER DIGITAL CORPORATION\n\n\n                              By: \/s\/ Jay M. Walker\n                                 -------------------------------\n                              Name:\n                                   -----------------------------\n                              Title:\n                                    ----------------------------\n\n\n                              priceline.com LLC\n\n\n                              By: \/s\/ Jay M. Walker\n                                 -------------------------------\n                              Name:\n                                   -----------------------------\n                              Title:\n                                    ----------------------------\n\n\n                              STOCKHOLDER\n\n\n\n                              \/s\/ Jay M. Walker\n                              ----------------------------------\n                              Jay Walker\n\n\n\n                                          23\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8573],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9620],"class_list":["post-42710","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-pricelinecom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42710","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42710"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42710"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42710"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42710"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}