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 operation 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.

1.21 "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, participations, 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 a limited liability company, shares, interests, units or any other equity interests in such limited liability company and (v) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

1.22 "Cash Payment" has the meaning set forth in Section 9.4 (b) (i) hereof.

1.23 "Change in Control Transaction" means, as to any Person, (i) any Initial Public Offering of any class of capital stock of such Person following which the holders of such Person's capital stock immediately prior to such Initial Public Offering shall cease to own, beneficially and of record, shares representing at least fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding voting securities of such Person; (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of such Person; (iii) any sale, pledge, exchange or other transfer (in one transaction or a series of related transactions) of shares of capital stock of such Person such that any Person or group of Persons (other than the holders of such capital stock immediately prior to such transaction or series of transactions) shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding voting securities of such Person; (iv) any merger, consolidation, recapitalization or similar transaction in which the outstanding voting capital stock of such Person is converted into or exchanged for cash, securities or other property, such that immediately after such transaction any Person or group of Persons (other than the holders of such capital stock immediately prior to such transaction or series of transactions) shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding voting securities of such Person; (v) the replacement of a majority of the Board of Directors of such Person over a two-year period from the directors who constituted the Board of Directors of such Person at the beginning of such period, where such replacement shall not have been approved by a vote of at least a majority of the Board of Directors of such Person who either were members of such Board of Directors at the beginning of such period or whose election as members of such Board of Directors was previously so approved; or (vi) the liquidation or dissolution of such Person.

1.24 "Closing" has the meaning set forth in Section 4.1 hereof.

1.25 "Confidential Information" has the meaning set forth in Section 6.8 (a) hereof.

1.26 "Consents" has the meaning set forth in Section 7.1 (c) hereof.

1.27 "Conversion" means the conversion, at any time and at the option of Priceline, of the principal amount and interest due and owing under the Note into One Thousand (1,000) duly authorized, validly issued, fully paid and non assessable shares of All Price Common Stock.

1.28 "Conversion Date" means the date of exercise by Priceline, or any successor thereto or assignee thereof, of its right of Conversion pursuant to the terms and provisions of the Note.

1.29 "Development Assets" means, collectively, all software and customer interfaces developed by Alliance and/or Priceline for use by Priceline Mortgage.

1.30 "Development Costs" means the costs paid or incurred and capitalized by Alliance and Priceline or any of their respective Affiliates in connection with the acquisition and/or development of the Development Assets.

1.31 "Director" means a member of the Board with the powers and duties as specified in the LLC Agreement.

1.32 "Disclosing Party" has the meaning set forth in Section 6.8 (a) hereof.

1.33 "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

1.34 "FAB" means First Alliance Bank, a federal savings association chartered by the OTS.

1.35 "FAB Directors" has the meaning set forth in Section 5.4 hereof.

"Fair Market Value" means the average of the daily closing prices per share of Priceline Common Stock, as reported on the NASDAQ Stock Market (or, if the Priceline Common Stock shall not trade on the NASDAQ Stock Market on such date, as reported on such other national securities exchange or automated quotation system on which the Priceline Common Stock shall trade), for the thirty (30) trading days immediately preceding the date as of which Fair Market Value is to be calculated.

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