HOTELS COM
EX-10.10 AMENDMENT TO DIRECTORS STOCK OPTION PLAN
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<TYPE>EX-10.10
<SEQUENCE>6
<FILENAME>d04350exv10w10.txt
<DESCRIPTION>EX-10.10 AMENDMENT TO DIRECTORS STOCK OPTION PLAN
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.10


                    AMENDMENT TO DIRECTORS' STOCK OPTION PLAN
                              ADOPTED MAY 31, 2001


         RESOLVED, that the first sentence of Section 4(B) of the Hotel
Reservations Network, Inc. Directors' Stock Option Plan is hereby amended in its
entirety to read as follows:

             "Each Director shall receive upon initial election to office
             an Option to acquire 15,000 shares of Common Stock, and each
             Director shall thereafter annually on the date of the
             Company's Annual Meeting of Stockholders at which such
             Director is re-elected to office (provided such date is at
             least 12 months following such Director's initial election to
             office) receive an Option to acquire 10,000 shares of Common
             Stock, each such Option at a price equal to the Fair Market
             Value of the shares of Common Stock subject to such Option on
             the trading day immediately preceding the Grant Date."


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