Priceline.com Teams Up With Industry Leaders In IP Telephony Market To Revolutionize The Way Consumers And Small Businesses Buy Long Distance Services.

Business & Technology Editors

NEW YORK--(BUSINESS WIRE)--May 24, 2000

- Anchor provider Net2Phone joined by deltathree.com and

ZeroPlus.com in Priceline Long Distance service

- New Priceline Long Distance service will bring the benefits

and savings of Internet Protocol (IP) long distance telephone

services to the mass market with nationwide TV ad campaign

featuring William Shatner 

- Now, consumers and small businesses have access to a long

distance service with no surcharges, hidden fees, membership

costs or minimum call times

- Priceline Long Distance offers segmented services with

benefits for small businesses, college students, and families

with relatives overseas or in the military

- Starting today, save up to 40% off most standard base rates on

monthly long distance calling

- Priceline Long Distance to receive multi-million-dollar

participation fees from participating providers

- With Priceline Long Distance, all IP telephone calls are

placed over managed networks and not over the Internet

Priceline.com (Nasdaq: PCLN), the Internet pricing system that has revolutionized the way people buy airline tickets, hotel rooms, new cars, home mortgages and more is doing it again - this time for long distance calling.

Today, priceline.com announced the launch of a new service using the company's well-known Name Your Own Price(sm) Internet pricing system. Priceline Long Distance, a wholly owned priceline.com subsidiary, is now making it possible for consumers and small businesses to save up to 40% off most standard base rates on their monthly U.S. and international long distance calls when they use the new service.

Priceline Long Distance launched today with a nationwide TV ad campaign featuring William Shatner in his now-familiar role singing the benefits of Name Your Own Price(sm) long distance calling.

Participating with Priceline Long Distance is Net2Phone (Nasdaq: NTOP), the company's anchor IP telephony provider, deltathree.com (Nasdaq: DDDC) and ZeroPlus.com (Nasdaq: ZPLS). Net2Phone signed an agreement to participate in Priceline Long Distance late last year, and signed up more than 10,000 new customers in its successful beta test. ZeroPlus.com and deltathree.com announced their participation in Priceline Long Distance today. In total, the three IP telephony companies account for the majority of all IP telephone calls from the U.S.

"As a fast-growing segment of the telecommunications market, IP telephony now has the technology, quality and reliability to attract broad consumer and small business appeal," said Daniel H. Schulman, president and CEO of priceline.com. "The time has come for IP telephony to go mass-market and Priceline Long Distance will leverage the brand-recognition and marketing expertise of priceline.com to accomplish that goal. Priceline Long Distance will offer a service with no surcharges, hidden fees, membership costs or minimum call times - just great savings."

Priceline Long Distance is very different from other long distance services on the market. Customers simply come to priceline.com and set the price they would be willing to pay per-minute for a block of calling time. Priceline Long Distance then searches its private database to determine if a customer's offer can be accepted. Customers whose offers are accepted do not need a computer or an Internet Service Provider in order to place long distance telephone calls using the minutes purchased at Priceline Long Distance. Once a customer's offer is accepted, Priceline Long Distance emails the customer with the name of the participating provider who will supply service to the customer. In order to place calls using purchased minutes, the customer dials an access number from their home telephone or small business, enters a four-digit personal identification number (PIN) and completes the call. With Priceline Long Distance, customers never have to switch their current long distance providers.

In market tests conducted earlier this year with Net2Phone, Priceline Long Distance found that it could save customers up to 40% off most standard base rates on their monthly long distance phone calls, both inside the U.S. and on calls to foreign countries. In addition to saving money for customers, Priceline Long Distance makes it possible for participating long distance companies to generate incremental revenue by making their excess capacity available to Priceline Long Distance customers.

"Priceline Long Distance, utilizing Net2Phone's flexible and innovative service, is a win-win solution for consumers and businesses alike by enabling customers to realize significant savings on long distance. For our beta tests, we have seen great demand for this new service, and are pleased to be the anchor provider of long distance services with Priceline Long Distance," said Cliff Sobel, Chairman of Net2Phone.

"We applaud Priceline Long Distance's aggressive launch of IP telephony services with Net2Phone taking the lead, combining priceline.com's pioneering marketing prowess with Net2Phone's cost-effective solutions. We look forward to rolling out future programs with Priceline Long Distance to benefit callers nationwide."

As part of the three-year marketing agreements with Net2Phone, ZeroPlus.com, deltathree.com and other IP telephony companies, Priceline Long Distance also receives multi-million-dollar participation fees from participating providers.

In addition to its consumer services, business-to-business is anticipated to be a growing part of Priceline Long Distance's services. Priceline Long Distance intends to expand its long distance services for businesses with a full suite of business-to-business calling features.

"We expect Priceline Long Distance will deliver high-quality, low-cost long distance services to a broad spectrum of consumers, including families with relatives across the country or overseas, parents or spouses with loved ones in military service overseas and businesses wanting to reduce their ongoing communications costs," added Mr. Schulman.

"Internet telephony has come a long way in a short time. What was once perceived - and dismissed - as a novelty technology is now being embraced by individuals and businesses as an efficient and affordable alternative to traditional telecommunications services," said Noam Bardin, President and CEO of deltathree.com. "And this is just the beginning. Any device with Internet capabilities can transport voice data, and with the advent of more and more Internet appliances, we may soon see the day when Internet telephony is as common as electricity."

"Since its creation, ZeroPlus.com has been committed to providing a high-quality, low-cost way for consumers to place and receive telephone calls through use of IP telephony," commented ZeroPlus.com President and CEO, Robert A. Veschi. "It's a simple premise that has revolutionized the way the world is communicating. By aligning with Priceline Long Distance, we are able to precisely target and 'Connect' value-driven consumers and leverage the power of the priceline.com brand to offer ZeroPlus.com to millions of potential new customers."

The Priceline Long Distance service is easy to use and lets you set the price for blocks of calling time. You can buy your calling time in three simple steps on the Web (www.priceline.com):

1) Give us the phone numbers you're calling from and select the

market (U.S. domestic, international or a specific country)

where you want to call.

2) Select the amount of time you want to buy and the price you

want to pay. In 60 seconds or less, you'll find out whether

your price was accepted. You'll also receive a special PIN

number to use when you make your call.

3) Dial an access number, type in your PIN, make your call and

save. When your block of time runs out, you can come back to

Priceline Long Distance and give us your price again.

To help customers save money, Priceline Long Distance has a special monthly call-calculator feature that computes what customers are typically paying on a per-minute basis, so the customer can then choose what price to offer through Priceline Long Distance.

Priceline Long Distance can make these savings possible because its Internet pricing system creates new network efficiencies for telecommunications providers. For the first time, customers submit guaranteed purchase offers for long distance calls before those calls are made.

All Priceline Long Distance calls are routed over managed networks and never over the Internet. These networks have significantly more "fiber" to devote to incremental traffic. The use of managed networks eliminates many of the quality shortfalls experienced when placing IP telephone calls over the Internet. Priceline Long Distance's participating providers' data traffic networks can support ordinary telephone-to-telephone conversations ranging in quality from digital wireless telephones to traditional long distance service.

About deltathree.com

deltathree.com is a global provider of IP telephony services and other enhanced web-based communications services to individuals and businesses worldwide. The company's interactive communications portal, www.deltathree.com, is a single online source for the communications needs of users anywhere in the world. By combining user-friendly, web-based access with the advanced functionality of its privately-managed, global IP telephony network, the company offers users a comprehensive solution for high-quality, low-cost IP communications services. Such services currently include: PC-to-phone; D3 Box(tm), a unified messaging service; ClickIT(tm), an e-commerce tool; calling cards; and global roaming for accessing the deltathree.com network from locations throughout the world. deltathree.com is a subsidiary of RSL Communications, Ltd. (Nasdaq: RSLC).

About Net2Phone

Net2Phone is a leading provider of voice-enhanced Internet communications services to individuals and businesses worldwide. Net2Phone enables people to place low-cost high-quality calls from their computer, telephone, or fax machine to any telephone or fax machine in the world. Net2Phone develops and markets technology and services for IP voice and e-commerce solutions for the Web and other IP networks. For more information about Net2Phone's products and services, please visit net2phone.com.

About ZeroPlus.com

ZeroPlus.com, Inc. provides Internet telephony services to consumers worldwide, including free PC-to-PC services, and fee-based PC-to-phone, phone-to-PC and phone-to-phone services. The revolutionary aspect of the company's consumer solution is it that customers choose a unique Internet phone number that can be identical to their home phone number, except that "0" is the first digit. Therefore, calls made to PCs are dialed almost identically to calls made to traditional telephone numbers. ZeroPlus.com consumer members also receive free instant messaging and text chat. The company has also developed an e-commerce solution, ZPCommerce, that enables companies to voice-enable their websites. ZeroPlus.com can route calls from customers' PCs to existing call centers entirely over the Internet, thereby drastically reducing e-commerce companies' inbound 800-number service costs.

About priceline.com

Priceline.com, parent of Priceline Long Distance LLC, is the Name Your Own Price(sm) patented Internet pricing system. Priceline.com currently provides services across four broad product categories: a travel service that offers leisure airline tickets, hotel rooms and rental cars; a personal finance service that offers home mortgages, refinancing and home equity loans through an independent licensee; an automotive service that offers new cars, and a telecommunications service that offer long distance calling services.

Priceline.com has agreed to license its business model to independent licensees, including Priceline WebHouse Club, Inc., which offers a Name Your Own Price service for groceries; PricelineMortgage, a service that allows consumers to set their own terms for home financing products; and Priceline Perfect YardSale, Inc., a local-market, consumer-to-consumer selling service, and certain international licensees.

In these arrangements, priceline.com generally receives royalties for licensing its intellectual property. Priceline.com also holds securities carrying the right to purchase a significant equity stake in the licensees under certain conditions. Unless those rights are exercised, the results of licensee operations will not be included in priceline.com's financial statements.

Information about forward looking statements

This press release may contain forward-looking statements. Expressions of future goals and similar expressions including, without limitation, "may," "will," "should," "could," "expects," "does not currently expect," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," reflecting something other than historical fact are intended to identify forward-looking statements. The following factors, among others, could cause the Company's actual results to differ materially from those described in the forward-looking statements: inability to successfully expand the Company's business model both horizontally and geographically; management of the Company's rapid growth; adverse changes in the Company's relationships with airlines and other product and service providers; systems-related failures; the Company's ability to protect its intellectual property rights; the effects of increased competition; anticipated losses by the Company and its licensees; legal and regulatory risks and the ability to attract and retain qualified personnel. For a detailed discussion of these and other factors that could cause the Company's actual results to differ materially from those described in the forward-looking statements, please refer to the Company's most recent Form 10-Q and Form 10-K filings with the Securities and Exchange Commission.