Sample Business Contracts


General Agreement - priceline.com Inc., PriceLine Travel Inc. and Delta Air Lines Inc.


                                GENERAL AGREEMENT

         This General Agreement (this "AGREEMENT"), dated August 31, 1998, is by
and among priceline.com Incorporated, a Delaware corporation with an address at
Five High Ridge Park, Stamford, Connecticut 06905 ("PRICELINE INC."), PriceLine
Travel, Inc., a Delaware corporation with an address at 5 High Ridge Park,
Stamford, Connecticut 06905 ("PRICELINE TRAVEL" and, together with Priceline
Inc., being collectively referred to herein as "PRICELINE"), and Delta Air
Lines, Inc., a Delaware corporation, having a principal place of business at
1030 Delta Boulevard, Hartsfield Atlanta International Airport, Atlanta, Georgia
30320 ("DELTA").

                                    RECITALS:

         Delta is a major carrier providing scheduled air transportation
services to domestic and international destinations. Priceline provides a
service that allows consumers to purchase airline tickets at an offer price
determined by the consumer (the "PRICELINE SERVICE").

         Priceline desires that Delta become a participating carrier in the
Priceline Service pursuant to the terms of this Agreement and two related
agreements dated as of the date hereof between Delta and Priceline: (i) a
Participating Carrier Agreement (the "PCA") and (ii) a Participation Warrant
Agreement (the "PWA") (this Agreement, the PCA and the PWA are collectively
referred to herein as the "Transaction Documents"). Delta desires to participate
in the Priceline Service, subject to the terms and conditions set forth in the
Transaction Documents.

         In consideration of the covenants and agreements set forth in the
Transaction Documents, the parties agree as follows:

1.       DEFINITIONS


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         As used in this Agreement, terms with their initial letters capitalized
         (or otherwise defined) shall have the meanings assigned to them in this
         Agreement or, if not defined herein, the meanings assigned in the
         other Transaction Documents.

2.       TEST AND EVALUATION OF PRICELINE SERVICE

         2.1       Delta will make available a limited number of unpublished
                   fares to Priceline in select origin and destination city
                   pairs identified by Delta for a test period. The test period
                   shall begin following the execution of this Agreement and
                   continue thereafter for a period of not greater than 60 days
                   (the "TEST PERIOD").

         2.2       The purpose of the Test Period is to permit Delta to test and
                   evaluate the Priceline Service, and address staffing and
                   technical issues prior to the implementation of Delta's full
                   participation in the Priceline Service.

         2.3       During the Test Period, and following the successful
                   completion of the Test Period, Delta's participation in
                   Priceline will be subject to the terms of the Transaction
                   Documents.

         2.4       At the close of the Test Period, Delta will notify Priceline
                   as to its determination of whether the test of Delta's
                   participation in the Priceline Service is successful, which
                   determination shall be binding on Priceline.

                   (i)  If the test is successful, then Delta shall continue its
                        participation in the Priceline Service in accordance
                        with the terms of the Transaction Documents.

                   (ii) If the test is not successful, then the parties shall
                        meet to determine if any modification to the Priceline
                        Service or Delta's participation can be made to cause
                        Delta's participation to be successful. If no agreement
                        can be reached then, notwithstanding any provision to
                        the contrary in the Transaction Documents, Delta or
                        Priceline may terminate the Transaction Documents on
                        written notice to the other party. Delta and

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                        Priceline agree that, if Delta determines that the test
                        is not successful and the Transaction Documents are
                        terminated, then neither Delta nor Priceline will claim
                        any damages against the other, and each party will
                        return all Confidential Information to the disclosing
                        party.

3.       CARRIER PARTICIPATION, CHANGES TO RESTRICTIONS AND SOFTWARE LICENSE

         Subject to Section 3.5 below, Delta and Priceline agree that, during
         the term of the PCA:

         3.1       (i) all airlines which have signed an agreement with
                   Priceline to participate in the Priceline Service as of the
                   date hereof (as identified in the attached Schedule 3.1
                   hereof) may continue such participation; (ii) for a six (6)
                   month period following the completion of the Test Period (the
                   "TRANSITION PERIOD") Priceline will not add any additional
                   airlines to the Priceline Service without Delta's prior
                   written consent; PROVIDED, HOWEVER, that Delta agrees to
                   consent to the inclusion (on a test basis with Delta's
                   approval of the test O&D markets) of any one additional
                   carrier with a domestic market share greater than [**] [as
                   measured in revenue passenger miles reported on U.S.
                   Department of Transportation ("DOT") Form 41 ("RPMS")] if
                   such carrier's participation is limited to an extent that
                   its participation, in Delta's reasonable business judgment,
                   will not interfere with Delta's evaluation of the Priceline
                   Service during the Transition Period; (iii) Priceline will
                   use its best efforts to recruit [**] as a Priceline Service
                   participant prior to the inclusion of any other major
                   airline, excepting [**]; and (iv) after the Transition
                   Period, Priceline may add additional U.S. domestic carriers
                   to the Priceline Service which are acceptable to Delta (as
                   reflected by Delta's written consent), with a goal of
                   including in the Priceline Service a total number of
                   domestic airline participants so that the sum total
                   domestic market share of all such participating airlines
                   will, in an annual measuring period, represent [**] of all
                   U.S. domestic RPMs (the "RANGE"). Notwithstanding the
                   foregoing, but subject in all cases to the Range, Priceline
                   may, (x) during and after the Transition Period, include
                   in the Priceline Service [**]; (y) following the Transition
                   Period, Delta may require, as a condition to the inclusion
                   in the Priceline Service of any additional U.S. domestic

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<PAGE>


                   carrier which has a domestic market share of greater than
                   [**] of U.S. domestic RPMs, the exclusion of specific markets
                   (including cities served to/from specified airports) from
                   such carrier's participation, and (z) the inclusion of
                   additional international carriers in the Priceline Service
                   will be subject to the prior written approval of Delta.

         3.2       All Priceline Tickets issued on Delta and all other airlines
                   participating in the Priceline Service (the "PARTICIPATING
                   CARRIERS") shall be subject to the Restrictions.

         3.3       If during any two consecutive months during the term of the
                   PCA, the number of Priceline Tickets sold on Participating
                   Carriers that do not include a Saturday night stay is greater
                   than 10% of all Priceline Tickets sold on Participating
                   Carriers during such period, then Priceline shall include and
                   shall require as part of the Restrictions a Saturday night
                   stay for all Priceline Ticket sales.

         3.4       LICENSE OF PRICELINE SOFTWARE. In the event that one of the
                   eight largest U.S. airlines or five largest foreign flag
                   carriers (measured in each case using total revenue passenger
                   miles) offers a service that allows consumers to purchase
                   airline tickets at an offer price determined by the consumer
                   that is comparable to the Priceline Service, then Priceline
                   will, at Delta's request, grant to Delta a non exclusive
                   license to independently use the software developed by
                   Priceline for the Priceline Service (the "PRICELINE
                   SOFTWARE"') and, if requested by Delta, will operate the
                   Priceline Software on behalf of Delta, in each case on
                   commercially reasonable terms prevailing at the time.
                   Notwithstanding anything to the contrary set forth in this
                   Section 3.4, (i) Priceline will not sell, transfer, license
                   or operate the Priceline Software to or for the benefit of
                   any other airline, travel agent, travel provider, computer
                   reservation system ("CRS"), or the affiliates of such
                   companies (each, including affiliates, a "TRAVEL COMPANY")
                   for use in the United States without Delta's prior written
                   consent, and (ii) Priceline will not sell, transfer, license
                   or operate the Priceline Software to or for the benefit of
                   any other Travel Company, without Delta's prior written
                   consent, for use outside the United States; provided, Delta
                   will consent to a sale, transfer, license or operation
                   outside the United States where such Travel Company (x) gives
                   Delta

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                   the fight to participate in the Travel Company's program on
                   commercially reasonable terms that are no less favorable
                   than those offered to any other participating airline, (y)
                   agrees that the Restrictions shall apply to any flights to or
                   from the United States, and (z) does not, directly or
                   indirectly, through an affiliate or otherwise, have an
                   existing contractual or agency relationship with Delta.
                   Further, insofar as Priceline licenses or operates the
                   Priceline Software to or for the benefit of any other party,
                   any license or operation of the Priceline Software to or for
                   the benefit of Delta as permitted by this Section 3.7 shall
                   be on no less favorable terms and conditions than those
                   granted by Priceline to any such third party. In addition,
                   any sale, transfer or license of the Priceline Software
                   shall restrict the third party from selling, transferring,
                   licensing or operating the software for the use or benefit
                   of any Travel Company. As used herein, the term "Priceline
                   Software" shall include, without limitation, materials,
                   databases, development environment, modifications and
                   associated intellectual property pertaining to embodied in,
                   comprising, used or necessary for the operation or support
                   of the Priceline Software or its derivative works.

         3.5       LIMITATION ON SECTION 3 RIGHTS. The rights of Delta as set
                   forth in Sections 3.1-3.4 above and any license or operation
                   of the Priceline Software granted or provided by Priceline
                   under Section 3.4 shall automatically terminate, and shall be
                   of no further force or effect, in the event that Delta fails
                   to achieve the "MINIMUM THRESHOLD." For the period beginning
                   January 1, 1999 through December 31, 2004, Delta will fail to
                   achieve the Minimum Threshold if domestic Priceline Tickets
                   sold on Delta are (i) less than [**] and (ii) constitute less
                   than [**] of total domestic U.S. Priceline Ticket sales on
                   all airlines (including Delta), in each case during any two
                   consecutive calendar quarters commencing with the calendar
                   quarter beginning January 1, 1999. For the period beginning
                   January 1, 2005 through December 31, 2009, Delta will fail to
                   achieve the Minimum Threshold if Priceline Tickets sold for
                   travel on Delta constitute less than [**] of total domestic
                   U.S. Priceline Ticket sales on all airlines (including
                   Delta), in each case during any two consecutive calendar
                   quarters commencing with the calendar quarter beginning
                   January 1, 2005. For purposes of this section, sales on Delta
                   shall include sales

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                   on Delta and its code share partners. Notwithstanding the
                   foregoing, Delta shall continue to enjoy the rights granted
                   under Sections 3.1-3.4 above if this Agreement (or the PCA)
                   is terminated solely as a result of Priceline's material
                   breach (which breach was not cured as required by Paragraph
                   VIII.2 of the PCA), and Delta has met the Mini mum Threshold
                   as required by this Section 3.5. In calculating the dollar
                   amount and percentage amount specified in this Section 3.5,
                   in the event that an additional U.S. domestic carrier is
                   added as a Participating Carrier any time after the date
                   hereof and during the term of this Agreement, the parties
                   agree that the Minimum Threshold shall be reduced
                   proportionately to reflect the proportionate decrease in
                   Delta's resulting U.S. domestic market share as compared with
                   all other Participating Carriers. The dollar and/or
                   percentage amount shall be adjusted upon the admission of an
                   additional U.S. domestic carrier by multiplying such amount
                   by a fraction, the numerator of which shall be Delta's U.S.
                   domestic RPMs and the denominator of which shall be Delta's
                   U.S. domestic RPMs and the aggregate U.S. domestic RPMs of
                   the new additional U.S. domestic carrier and all other U.S.
                   domestic Participating Carriers. During the period of any
                   Force Majeur Event, the measuring periods herein shall be
                   extended by one day for each day of such Force Majeur Event.
                   For purposes of the Transaction Documents, if DOT Form 41 is
                   discontinued, such measurement will be based on domestic
                   revenue passenger miles as reported in industry publications.

4.       CONFIDENTIAL

         The confidentiality provisions of the PCA shall fully apply to this
         Agreement as if set forth herein and shall remain in force during the
         term of this Agreement.

5.       PROPRIETARY MARKS

         This Agreement shall not be construed to give Priceline or Delta the
         right to use the other party's trademarks, trade names, service marks,
         logos, emblems, symbols or other brand identifiers in advertising or
         marketing materials, without the prior written approval of the other
         party.


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6.       TERM OF AGREEMENT

         6.1       This Agreement will commence on the date set forth above and
                   will continue for the term of the PCA.

         6.2       The obligations of the parties under Sections 4 and 8 of this
                   Agreement shall indefinitely survive the expiration or any
                   termination of this Agreement.

7.       PCA RELATED MATTERS

         Unless otherwise agreed in writing by Delta and Priceline, during the
         term of the PCA:

         7.1       Priceline shall use reasonable best efforts to include
                   Delta's marketing partners (as identified by Delta from time
                   to time) in any packaged tour, hotel and/or rental car
                   services or products offered by Priceline through the
                   Priceline Service on terms and conditions no less favorable
                   than those offered to any other competing participant.

         7.2       Priceline agrees to fulfill all Priceline ticket requests
                   allocable to Delta under the first look and second look as
                   set forth in Paragraph III of the PCA, at the "Highest
                   Qualifying Fare" available from Delta. As used herein, the
                   term "HIGHEST QUALIFYING FARE" means the highest priced Delta
                   unpublished fare meeting the Priceline customer's offer price
                   and other terms, plus the amount of Priceline's minimum
                   ticket sale margin as established from time to time by
                   Priceline and notified to Delta.

         7.3       All Priceline tickets sold on Delta will be settled through
                   ARC; provided, the parties agree to work diligently and in
                   good faith to establish and implement a direct settlement
                   arrangement between PriceLine Travel and Delta within six
                   months following the completion of the Test Period.

         7.4       [**]


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         7.5       Priceline will require Participating Carriers to file
                   unpublished fares for Priceline Tickets through the WORLDSPAN
                   CRS; provided, Delta will have the option to file its fares
                   through Delta's internal reservation system, provided
                   further, that, on an exception basis where necessary to
                   obtain the participation of a carrier that has an ownership
                   interest in a competing CRS, Priceline may offer such
                   carrier(s) the opportunity to file unpublished fares for
                   Priceline Tickets through a competing CRS.

         7.6       If Delta provides Priceline with access to Delta's
                   unpublished fares through WORLDSPAN, Priceline shall work
                   with Delta to reach a satisfactory arrangement with respect
                   to the exclusion of Priceline reservation and booking data on
                   Delta from WORLDSPAN's B-IDT/MIDT data compilations.

         7.7       [**]

         7.8       Priceline shall not advertise prices or fares in any O&D
                   below Delta's published fares in the applicable O&D.

         7.9       In the event that Priceline is unable to fulfill a Priceline
                   ticket request from unpublished fares and seat inventory
                   provided from Participating Carriers, and Priceline decides
                   to purchase an airline ticket using a published fare, then
                   Priceline shall purchase the published fare from
                   Participating Carriers based on a formula which allocates
                   such purchases in proportion to the aggregate domestic or
                   international market share (as applicable) offered by each
                   Participating Carrier in the O&D requested; provided, that
                   the Participating Carrier has seats available for sale at
                   published fares comparable to the published fares available
                   from other Participating Carriers in such O&D.

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


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         7.11      Participating Carriers will be given the first opportunity to
                   fill a customer ticket request based on a formula [**]. If a
                   Participating Carrier fails to respond to a ticket request on
                   its designated first look, then Priceline will allocate the
                   request through a second round of preferred looks [**] for
                   each O&D requested (but excluding the Participating Carrier
                   that failed to fulfill the ticket request on the first look).

         7.12      REVENUE SHARING. If Priceline's total margin (defined as
                   Priceline Ticket sales on Delta net of payments to Delta and
                   applicable credit card merchant fees) on aggregate ticket
                   sales of Delta exceeds 12% (the "EXCESS REVENUE"), for any
                   calendar quarter during the term of the PCA, Priceline will
                   pay Delta a percentage of such Excess Revenue based on the
                   following formula:

<TABLE>
<CAPTION>

             If Revenue for the         Priceline will pay as a Commission
          Quarter is greater than:          the following percentage:
          ------------------------          ------------------------
<S>                                         <C>
              $[**] million                          [**]%
              $[**] million                          [**]%
              $[**] million                          [**]%
              $[**] million                          [**]%
          $[**] million or greater                   [**]%

</TABLE>

                   Within 15 days after the close of each such calendar quarter,
                   Priceline will remit to Delta the amount payable to Delta
                   under this Section 7.12, which amount shall be accompanied by
                   Priceline's calculation of Excess Revenue for the period in
                   question.

         7.13      Priceline will provide Delta with a daily electronic report
                   in a format designated by Delta, summarizing, information
                   concerning Priceline customer offers that were not fulfilled
                   by Delta, including (i) O&D requested, (ii) offer price and
                   (iii) number of offers at each offer price; such reports to
                   begin within 30 days following the initiation of the Test
                   Period.

8.       INDEMNIFICATION


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         8.1       For purposes of this Section 8, "LOSSES" shall mean any and
                   all costs, demands, losses, claims (including any claim by a
                   third party), liabilities, fines, penalties, assessments,
                   damages, including, without limitation, interest, penalties,
                   reasonable attorneys' fees and expenses and all amounts paid
                   in proceedings, claims, complaints, disputes, arbitrations,
                   investigations, defense or settlement of any of the
                   foregoing.

         8.2       Except as otherwise provided in this Article 8, Delta agrees
                   to indemnify, defend and hold harmless Priceline and its
                   affiliates and their respective officers, directors, agents,
                   employees and subsidiaries (each, a "PRICELINE INDEMNIFIED
                   PARTY ") to the fullest extent permitted by law from and
                   against any and all Losses resulting from, arising out of or
                   relating to any breach of any representation, warranty,
                   covenant or agreement by Delta in the Transaction Documents;
                   PROVIDED, that Delta shall not be liable under this Section
                   8.2 to any Priceline Indemnified Party to the extent that it
                   is finally judicially determined that such Losses resulted
                   primarily from the material breach by any Priceline
                   Indemnified Party of any representation, warranty, covenant
                   or agreement of such Priceline Indemnified Party contained in
                   the Transaction Documents, and PROVIDED, FURTHER, that if and
                   to the extent that such indemnification is unenforceable for
                   any reason, Delta shall make the maximum contribution to the
                   payment and satisfaction of such Losses which shall be
                   permissible under applicable laws.

         8.3       Except as otherwise provided in this Article 8, Priceline
                   agrees to indemnify, defend and hold harmless Delta and its
                   affiliates and their respective officers, directors, agents,
                   employees, and subsidiaries (each, a "DELTA INDEMNIFIED
                   PARTY") to the fullest extent permitted by law from and
                   against any and all Losses resulting from, arising out of or
                   relating to any breach of any representation or warranty,
                   covenant or agreement by Priceline in the Transaction
                   Documents, including, without limitation, any legal,
                   administrative or other actions (including actions brought
                   by Delta or Priceline or any equity holders of Priceline or
                   derivative actions brought by any person claiming through or
                   in Priceline's name), proceedings or investigations (whether
                   formal or informal), or written threats thereof, based upon,
                   relating to or arising out of the Transaction Documents, the
                   transactions contemplated


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                   hereby and thereby, or any Delta Indemnified Party's role
                   therein or in transactions contemplated thereby; PROVIDED,
                   that Priceline shall not be liable under this Section 8.3 to
                   any Delta Indemnified Party to the extent that it is finally
                   judicially determined that such Losses resulted primarily
                   from the material breach by any Delta Indemnified Party of
                   any representation, warranty, covenant or agreement of an
                   Delta Indemnified Party contained in the Transaction
                   Documents; and PROVIDED, FURTHER, that if and to the extent
                   that such indemnification is unenforceable for any reason,
                   Priceline shall make the maximum contribution to the payment
                   and satisfaction of such Losses which shall be permissible
                   under applicable laws.

         8.4       Each Priceline Indemnified Party or Delta Indemnified Party,
                   as the case may be (for purposes of this Section 8.4, an
                   "INDEMNIFIED PARTY"), under this Section 8 shall, promptly
                   after the receipt of notice of the commencement of any
                   action, investigation, claim or other proceeding against such
                   Indemnified Party in respect of which indemnity may be sought
                   from Delta or Priceline (for purposes of this Section 8.4, an
                   "INDEMNIFYING PARTY") under this Section 8, notify the
                   Indemnifying Party in writing of the commencement thereof.
                   The omission of any Indemnified Party so to notify the
                   Indemnifying Party of any such action shall not relieve the
                   Indemnifying Party from any liability which it may have to
                   such Indemnified Party unless, and only to the extent that,
                   such Indemnifying Party has been prejudiced thereby. In case
                   any such action, claim or other proceeding shall be brought
                   against any Indemnified Party, and it shall notify the
                   Indemnifying Party of the commencement thereof, the
                   Indemnifying Party shall be entitled to assume the defense
                   thereof at its own expense, with counsel satisfactory to such
                   Indemnified Party in its reasonable judgment; PROVIDED,
                   HOWEVER, that any Indemnified Party may, at its own expense,
                   retain separate counsel to participate in such defense at its
                   own expense. Notwithstanding the foregoing, in any action,
                   claim or proceeding in which both the Indemnifying Party, on
                   the one hand, and an Indemnified Party, on the other hand,
                   are, or are reasonably likely to become, a party, such
                   Indemnified Party shall have the right to employ separate
                   counsel at the expense of the Indemnifying Party and to
                   control its own defense of such action, claim or proceeding
                   if, in the reasonable opinion of counsel to such Indemnified
                   Party, a

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                   conflict or potential conflict exists between the
                   Indemnifying Party, on the one hand, and such Indemnified
                   Party, on the other hand, that would make such separate
                   representation advisable; PROVIDED, HOWEVER, that the
                   Indemnifying Party shall not be liable for the fees and
                   expenses of more than one counsel to all Indemnified Parties.
                   The Indemnifying Party agrees that it will not, without the
                   prior written consent of the Indemnified Party, settle,
                   compromise or consent to the entry of any judgment in any
                   pending or threatened claim, action or proceeding relating to
                   the matters contemplated hereby (if any Indemnified Party is
                   a party thereto or has been actually threatened to be made a
                   party thereto) unless such settlement, compromise or consent
                   includes an unconditional release of the Indemnified Party
                   from all liability arising or that may arise out of such
                   claim, action or proceeding. The Indemnifying Party shall not
                   be liable for any settlement of any claim, action or
                   proceeding effected against an Indemnified Party without the
                   Indemnifying Party's written consent, which consent shall not
                   be unreasonably withheld.

9.       REGISTRATION RIGHTS AGREEMENT

         Within thirty (30) days of the date hereof, Delta and Priceline shall
         enter into a Registration Rights Agreement in the form of the
         Registration Rights Agreement dated as of July 31, 1998, executed among
         Priceline Inc., General Atlantic Partners 48 L.P., GAP Coinvestment
         Partners, L.P. and certain stockholders named therein.

10.      GENERAL PROVISIONS

         10.1      No waiver or breach of any of the provisions of this
                   Agreement shall be construed as a waiver of any succeeding
                   breach of the same or any other provision.

         10.2      If any paragraph, sentence or clause of this Agreement shall
                   be adjudged illegal, invalid or unenforceable, such
                   illegality, invalidity or unenforceability shall not affect
                   the legality, validity or enforceability of this Agreement as
                   a whole or of any paragraph, sentence or clause hereof not so
                   adjudged.


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         10.3      Any notice required or permitted hereunder shall be deemed
                   sufficient if given in writing and delivered personally, by
                   facsimile transmission, by reputable overnight courier
                   service or United States mail, postage prepaid, to the
                   addresses shown below or to such other addresses as are
                   specified by similar notice, and shall be deemed received
                   upon personal delivery, upon confirmed facsimile receipt, two
                   (2) days following deposit with such courier service, or
                   three (3) days from deposit in the United States mails, in
                   each case as herein provided:

<TABLE>
<S>                                                      <C>
                   If to PriceLine Tr                    If to Delta:
                   Pricellne Inc.:

                   Priceline.com Inco                    Delta Air Lines, Inc.
                   Five High Ridge Pa                    1030 Delta Boulevard
                   Stamford, CT 06905                    Hartsfield Atlanta International Airport
                                                         Atlanta, GA 30320
                   Attention: Chief Financial Officer    Attention: VP-Reservations Sales
                                                                    & Distribution Planning
                   Phone: 203-705-302                    Phone.- 404-715-4079
                   Fax: 203-595-8344                     Fax: 404-715-2277

                   WITH A COPY TO:                       WITH A COPY TO:

                   Priceline.com Incorporated            Delta Air Lines, Inc.
                   Five High Ridge Park                  1030 Delta Boulevard
                   Stamford, CT 06905                    Hartsfield Atlanta International Airport
                                                         Atlanta, GA 30320
                   Attention: General Counsel            Attention: General Counsel
                                                         Phone: 404-715-2387
                                                         Fax: 404-773-1657

 </TABLE>

                   A party may change its address and the name of its designated
                   recipient of copies of notices for purposes of this
                   Agreement by giving the other parties written notice of the
                   new name and the address, phone and facsimile number of its
                   designated recipient in accordance with this Paragraph XI(3).


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

         10.5      This Agreement may be amended or modified only by a written
                   amendment executed by the parties.

         10.6      The formation, construction, performance and validity of this
                   Agreement shall be governed by the internal laws of the
                   State of New York. Each party agrees that any civil suit or
                   action brought against it as a result of any of its
                   obligations under this Agreement may be brought against it
                   either in the state or federal courts of the principal place
                   of business of either party, and each party hereby
                   irrevocably submits to the jurisdiction of such courts and
                   irrevocably waives, to the fullest extent permitted by law,
                   any objections that it may now or hereafter have to the
                   laying of the venue of such civil suit or action and any
                   claim that such civil suit or action has been brought in an
                   inconvenient forum, and each party further agrees that final
                   judgment in any such civil suit or action shall be conclusive
                   and binding upon it and shall be enforceable against it by
                   suit upon such judgment in any court of competent
                   jurisdiction.

         10.7      This Agreement may be executed in counterparts, each of which
                   shall be deemed an original, and together, shall constitute
                   one and the same instrument. Execution may be effected by
                   delivery of facsimiles of signature pages (and the parties
                   shall follow such delivery by prompt delivery of originals of
                   such pages).

         10.8      No party will in any manner or by any device, either directly
                   or indirectly, act in violation of any applicable law,
                   governmental order or regulation. Priceline Travel shall
                   comply at all times with the provisions of Delta's tariffs
                   (except where such tariffs are specifically amended by Delta
                   under the terms of this Agreement) and the terms of the
                   Airlines Reporting Corporation ("ARC") Agent Reporting
                   Agreement and any addenda thereto.


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

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

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

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

         10.14     THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE
                   EVENT ANY PROVISION OF THIS AGREEMENT IS NOT PERFORMED IN
                   ACCORDANCE WITH THE TERMS HEREOF AND THAT THE PARTIES SHALL
                   BE

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<PAGE>


                   ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT
                   BREACHES OF THIS AGREEMENT AND TO ENFORCE
                   SPECIFICALLY THE TERMS AND PROVISIONS OF THIS
                   AGREEMENT.

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

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

                            [Signatures on next page]


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<PAGE>


           [Signatures to the General Agreement dated August 31, 1998]


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

PRICELINE TRAVEL, INC.            DELTA AIR LINES, INC.


/s/ Tim Brier                     /s/ Frederick W. Reid
--------------------------        ----------------------
By: Tim Brier                     By: Frederick W. Reid
Title: President                  Tittle: Executive Vice President and
                                          Chief Marketing Officer


PRICELINE.COM INCORPORATED

/s/ Tim Brier
--------------------------
By: Tim Brier
Title: Executive Vice President


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<PAGE>


                                  SCHEDULE 3.1

          AIRLINES WHICH HAVE SIGNED AN AGREEMENT TO PARTICIPATE IN THE
            PRICELINE SERVICE AS OF THE DATE OF THE GENERAL AGREEMENT

                                DOMESTIC CARRIERS

1.  America West
2.  Trans World Airlines

                             INTERNATIONAL CARRIERS

1.  Aer Lingus
2.  Air France
3.  Air New Zealand
4.  Cathay Pacific Airways
5.  Iberia
6.  Iceland Air
7.  Lufthansa
8.  Malaysia Airlines
9.  SAS
10. Singapore Airlines
11. South African Air (final discussions)
12. Varig
13. Virgin Atlantic

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


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