Master Agreement Delta Air Lines Inc and Priceline

Warrant Agreement

This Warrant Agreement (this "Agreement") is dated as of the 23rd day of February, 1999, and executed by between Integrated Communication Networks, Inc., a Nevada corporation (the "Company") and (the "Consultant").

WHEREAS, the Company has agreed to grant to Consultant or its assigns common stock purchase warrants in substantially the form attached hereto as Exhibit A hereto (the "Warrants") to acquire up to an aggregate of shares of the Company's Common Stock (the "Exercise Quantity").

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, representations, warranties and agreements contained in this Agreement, the parties hereto agree as follows:

I. DEFINITIONS

Section I.1 Defined Terms. As used in this agreement, the following capitalized terms shall have the meanings respectively assigned to them below, which meanings shall be applicable equally to the singular and plural forms of the terms so defined.

"Expiration Period" means

"Exercise Quantity" shall mean the number of shares of Common Stock, determined from time to time, taking into account all shares of Common Stock theretofore issued upon exercise of the Warrants, required to be issued by the Company to the holders of the Warrants. Exercise Quantity shall initially have the meaning given in each Warrant, and may be adjusted from time to time, pursuant to the provisions of the Warrants and this Agreement.

"Fair Value" as of a particular date shall mean the closing asked price of the Common Stock as reported on a national securities exchange or on NASDAQ or, if unavailable, the last sale price, or if not so reported, as listed in the Pink Sheets.

"Holder" or "Holders" shall mean the Person(s) then registered as the owners of the Warrants or Warrant Securities, as the case may be, on the books and records of the Company.

"Warrant Securities" shall mean the shares of Common Stock purchasable or purchased from time to time under the Warrants or acquirable or acquired upon any transfer of any such securities, together with all additional securities receivable or received in payment of Dividends or distributions on or splits of those securities or receivable or received as a result of adjustments provided for in Article V hereof.

II. WARRANTS

Section II.1 Grant of Warrants. The Company hereby grants to Consultant, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Warrants to purchase a number of shares of Common Stock equal to the Exercise Quantity, as may be adjusted from time to time as set forth herein, which Warrants shall be evidenced in substantially the form attached as Exhibit A.

Section II.2 Exercise of Warrants. Subject to the terms of this Agreement, the Warrant holder shall have the right, at any time and from time to time after December 31, 2000 until 5:00 p.m., Pacific Time, on February 22, 2004, to purchase from the Company up to the number of fully paid and nonassessable shares of Warrant Securities to which the Warrant holder may at the time be entitled to purchase pursuant to this Agreement and the Warrant, upon presentation and surrender of the Warrant (or a copy thereof) to the Company, together with the Exercise Form duly completed and executed and payment in the aggregate amount equal to the Exercise Price multiplied by the number of shares of Common Stock being purchased.

Section II.3 Partial Exercise. In the event of a partial exercise of the Warrant, the Company shall issue and deliver to the Holder a new Warrant at the same time such stock certificates are delivered, which new Warrant shall entitle the Holder to purchase the balance of the Exercise Quantity not purchased in that partial exercise and shall otherwise be upon the same terms and provisions as the Warrant.

III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants as follows:

(1) The Company is a corporation duly organized, validly existing, and in good standing under the laws of Nevada...

(2) The execution and delivery of this Agreement and the Warrants have been duly and properly authorized...

(3) The Warrant Securities, when issued, sold and delivered in accordance with the terms hereof, shall be duly and validly issued and outstanding...

(4) The Company is not a party to or otherwise subject to any contract or agreement which restricts or otherwise affects its right or ability to execute and deliver this Agreement...

(5) The Warrants are, and the Warrant Securities will be, issued by the Company to Consultant in a transaction exempt from registration and qualification under the applicable federal and state securities and blue sky laws.

IV. COVENANTS

Section IV.1 Covenants of the Company.

(1) Each of the Warrant Securities issued and delivered upon the exercise of the Warrants and payment of the Exercise Price will be duly and validly authorized and issued...

(2) The Company shall reserve and at all times keep available for issuance an authorized number of shares of Common Stock or Warrant Securities sufficient to permit the full and immediate exercise of the Warrants...

(3) The Company shall not permit the par value of its Common Stock to exceed, at any time, the Exercise Price...

(4) As soon as available, and in no event later than the dates filed with the Commission, the Company shall, upon request, deliver to any Holder(s)...

(5) The Company agrees that to the extent reasonably necessary to permit the Holders to sell shares of the Common Stock in accordance with and in reliance on Rule 144...

(6) The Company shall cooperate with the Holder(s) of the Warrants and the Warrant Securities in supplying such information as may be reasonably necessary...

Section IV.2 Indemnification.

(1) The Company agrees to defend, indemnify and hold harmless...

(2) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a claim or action may adversely affect it...

Section IV.3 Repurchases and Redemptions.

The Company shall not repurchase or redeem any of its equity securities or any Common Stock Equivalents unless it concurrently makes a cash payment to the Holder(s)...

Section IV.4 Listing on the Securities Exchange.

The Company shall, at its expense, list on NASDAQ or any securities exchange where it lists its Common Stock...

V. ANTIDILUTION

Section V.1 No Dilution or Impairment: Adjustments.

(1) Prohibited Actions.

(2) Adjustment of Exercise Price in the Event of Certain Issuances of Common Stock or Common Stock Equivalents.

(3) Company to Prevent Dilution.

(4) Reorganization; Asset Sales; Etc.

(5) Adjustment Statement.

(6) Prior Notice to the Holders.

(7) Disputes.

VI. REGISTRATION RIGHTS

Section VI.1 "Piggyback" Registration Rights.

Section VI.2 Demand Registration Rights.

Section VI.3 Effectiveness.

Section VI.4 Further Obligations of the Company.

Section VI.5 Expenses.

Section VI.6 Transfer of Registration Rights.

Section VI.7 Participation Rights.

VII. TRANSFER OF WARRANTS AND WARRANT SECURITIES

Section VII.1 Transfer.

Section VII.2 Transfer Restrictions.

Section VII.3 Replacement of Instruments.

VIII. MISCELLANEOUS

Section VIII.1 Term.

Section VIII.2 No Waiver Under Other Agreements.

Section VIII.3 Reliance.

Section VIII.4 Notice.

Section VIII.5 Enforcement.

Section VIII.6 Equitable Relief.

Section VIII.7 Merger or Consolidation of the Company.

Section VIII.8 Interpretation; Headings, Severability.

Section VIII.9 Survival of Covenants.

Section VIII.10 No Required Exercise.

Section VIII.11 Binding Effect.

Section VIII.12 No Waiver by Action or Course of Dealing.

Section VIII.13 Waiver; Modification; Amendment.

Section VIII.14 Entire Agreement.

Section VIII.15 No Inconsistent Agreements or Rights.

Section VIII.16 Time of the Essence.

Section VIII.17 Attorneys' Fees and Costs.

Section VIII.18 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be executed as of the day and year first above written.

Exhibit A - Initial Warrant

COMMON STOCK PURCHASE WARRANT

Date:

Holder:

Exercise Quantity:

Exercise Price per Share:

Exercise Form / Assignment / Transfer / Replacement

This form may be completed by the holder to exercise, assign, transfer, or request replacement of the warrant.

Holder Name:

Address:

City/State/ZIP:

Number of Shares Exercised:

Exercise Date:

Method of Payment:

Personal or business check

Surrender of shares / net exercise

Promissory note

Combination of the foregoing

Instructions / Additional Information: