FORMATION AND FUNDING AGREEMENT (this "Agreement") dated as of March 17, 2000, by and between PRICELINE. COM INCORPORATED, a Delaware corporation ("Priceline"), and ALLIANCE PARTNERS, LP, a Delaware limited partnership ("Alliance"). Priceline and Alliance are hereunder also referred to collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Priceline is a public e-commerce company that facilitates the sale of products and services over the Internet by means of the Priceline Business Model; and

WHEREAS, Priceline has developed an Internet web site, currently located at http://www. Priceline. com (the "Priceline Site"), which facilitates the marketing of various products and services using the Priceline Business Model; and

WHEREAS, Alliance is a privately held financial services holding company which owns and operates a number of businesses in the mortgage lending and consumer loan origination industries; and

WHEREAS, Alliance has formed an operating subsidiary for the primary purpose of acting as a broker and/or lender of residential mortgage loans through an Internet marketing channel (the "Plan") and, in connection therewith, desires to use the Priceline Business Model and certain intellectual property of Priceline; and

WHEREAS, Priceline desires to license to an Affiliate of Alliance the Priceline Business Model and certain intellectual property of Priceline in furtherance of the Plan, and to invest certain funds in the operating subsidiary formed by Alliance for the primary purpose of effectuating the Plan.

NOW, THEREFORE, in consideration of the foregoing and the covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS

1.1 "Advertising Agreement" means the Advertising and Services Agreement between Priceline and Priceline Mortgage dated as of the date hereof, as amended from time to time.

1.2 "Advertising Fees" means any and all fees payable under the Advertising Agreement.

1.3 "Affiliate" means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person and (ii) any officer or director of such Person. For purposes of this definition, the terms "controls," "is controlled by," or "is under common control with" shall mean possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person or entity, whether through the ownership of voting securities, by contract or otherwise.

1.4 "Alliance" means Alliance Partners, LP, a Delaware limited partnership, as set forth in the Preamble to this Agreement.

1.5 "Alliance Call" shall have the meaning set forth in Section 9.3 (a) hereof.

1.6 "Alliance Call Notice" has the meaning set forth in Section 9.3 (b) hereof.

1.7 "Alliance Mortgage" means Alliance Mortgage Company, a Florida corporation and an indirect wholly owned subsidiary of Alliance.

1.8 "Alliance Put" has the meaning set forth in Section 9.2 (a) hereof.

1.9 "Alliance Put Notice" has the meaning set forth in Section 9.2 (b) hereof.

1.10 "All Price" means All Price Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of AMC Acquisitions.

1.11 "All Price Certificate" means the Certificate of Incorporation of All Price, as amended from time to time.

1.12 "All Price Common Stock" means the common stock, par value $.01 per share, of All Price.

1.13 "All Price Directors" has the meaning set forth in Section 5.4 hereof.

1.14 "AMC Acquisitions" means AMC Acquisitions, Inc., a Florida corporation and a wholly owned subsidiary of Alliance.

1.15 "Annual Plan" means a business operations plan detailing Priceline Mortgage's goals and procedures for personnel, technical, financial, administrative, marketing, and other significant activities for Priceline Mortgage's next succeeding fiscal year, as approved each year and revised from time to time by the Board.

1.16 "Applicable Law" means, as to any Person, any statute, law, rule, regulation, directive, treaty, judgment, order, decree or injunction of any Governmental Authority that is applicable to or binding upon such Person or any of its properties.

1.17 "Board" means the Board of Directors of Priceline Mortgage as described in the LLC Agreement.

1.18 "Business" means the business of Priceline Mortgage, as described in the LLC Agreement, as amended from time to time.

1.19 "Business Day" means each day of the calendar year other than a Saturday, a Sunday or a day on which banks are authorized or required to close in the States of Connecticut or Florida.

1.20 "Call Price" has the meaning set forth in Section 9.1 (a) hereof.

"Capital Stock" means (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participation s, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of......

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