Registration Rights Agreement - Excite Inc., America Online Inc. and AOL Ventures Inc.


                          REGISTRATION RIGHTS AGREEMENT
         This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of November 25, 1996 (the "EFFECTIVE DATE") by and between
EXCITE, INC., a California corporation ("EXCITE"), AMERICA ONLINE, INC., a
Delaware corporation ("AOL"), and AOL VENTURES, INC., a Delaware corporation and
wholly owned subsidiary of AOL ("AOL VENTURES"). References herein to AOL shall
be deemed to include AOL Ventures.                                    RECITALS
         A.   AOL and Excite have entered into a certain Acquisition Agreement
dated as of November 25, 1996 (the "ACQUISITION AGREEMENT") and a certain
Operating Agreement dated as of November 25, 1996 (the "OPERATING AGREEMENT"),
pursuant to which AOL will sell certain assets to Excite and perform certain
services for Excite and in partial consideration therefor will receive shares of
Excite Series E-1 and E-2 Preferred Stock. The Acquisition Agreement also
provides that AOL will have the right to exchange shares of Common Stock
currently held by it for shares of Excite Series E-4 Preferred Stock.
         B.   AOL and Excite have also entered into a certain Technology
License, Distribution, Services and Co-Marketing Agreement dated as of November
25, 1996 (the "COMMERCIAL AGREEMENT") which provides that the warrant currently
held by AOL Ventures to purchase shares of Excite Common Stock (the "WARRANT")
will be amended to make the Warrant exercisable for shares of Excite Series E-3
Preferred Stock. The shares of Excite Series E-1, E-2, E-3 and E-4 Preferred
Stock (the "SERIES E STOCK") will be convertible, pursuant to Excite's Articles
of Incorporation, into shares of Excite Common Stock (the "CONVERSION SHARES").
         C.   Excite and AOL, along with certain other investors in Excite, are
parties to a certain Restated and Amended Investors' Rights Agreement dated as
of March 8, 1996 (the "INVESTORS' RIGHTS AGREEMENT"), which provides AOL with
certain registration rights for the shares of Excite Common Stock beneficially
owned by it. It is intended that this Agreement supersede the Investors' Rights
Agreement with respect to all registration rights to be held by AOL, but not
otherwise negatively affect the rights of the other parties to the Investors'
Rights Agreement.
         D.   It is the intention of the parties that the issuance by Excite of
the Series E Stock and the related Conversion Shares (collectively, the "EXCITE
SECURITIES") be qualified by a permit issued by the Department of Corporations
of the State of California (the "DEPARTMENT OF CORPORATIONS") pursuant to the
exemption from registration provided by Section 3(a)(10) of the Securities Act
of 1933 (the "1933 ACT"), under which the parties will request the Department of
Corporations to conduct a hearing for the purpose of determining whether the
proposed issuance of the Excite Securities in connection with the transactions
contemplated by the Acquisition Agreement is fair, just and equitable (the
"FAIRNESS HEARING") and upon such a finding, to grant a permit qualifying such
issuance (the "CALIFORNIA PERMIT"). Excite has agreed to grant to AOL certain
registration rights with respect to that portion, if any, of the Conversion
Shares for which a California Permit is not obtained, and certain other
registration rights with respect to all of the 
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Conversion Shares, all as more fully set forth herein.
         NOW, THEREFORE, in consideration of the above recitals and the mutual
covenants hereinafter set forth, Excite and AOL hereby agree as follows:
         1.   REGISTRATION RIGHTS.
              1.1  Definitions.  For purposes of this Section 1:
                   (a)   Form S-3. The term "FORM S-3" means such form under the
1933 Act as is in effect on the date hereof or any successor registration form
under the 1933 Act subsequently adopted by the SEC which permits inclusion or
incorporation of substantial information by reference to other documents filed
by Excite with the SEC.
                   (b)  Holder. The term "HOLDERS" shall mean holders of 
Registrable Securities of Excite that have registration rights pursuant to the
Investors' Rights Agreement, provided that Holders shall not be deemed to
include AOL.
                   (c)  Registration. The terms "REGISTER," "REGISTERED," and
"REGISTRATION" refer to a registration effected by preparing and filing a
registration statement in compliance with the 1933 Act, and the declaration or
ordering of effectiveness of such registration statement.
                   (d)  AOL Registrable Securities. The term "AOL REGISTRABLE
SECURITIES" means: (1) all of the Conversion Shares, and (2) any shares of
Common Stock of Excite issued as a dividend or other distribution with respect
to, or in exchange for or in replacement of, the Conversion Shares; excluding in
all cases, however, (i) any AOL Registrable Securities sold by a person in a
transaction in which rights under this Section 1 are not assigned in accordance
with this Agreement, or (ii) any AOL Registrable Securities sold in a public
offering pursuant to a registration statement filed with the SEC or sold
pursuant to Rule 144 promulgated under the 1933 Act ("RULE 144").
                   (e)  Prospectus: The term "PROSPECTUS" shall mean the
prospectus included in any Shelf Registration Statement or other registration on
Form S-3 (including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the 1933 Act), as amended
or supplemented by any prospectus supplement (including, without limitation, any
prospectus supplement with respect to the terms of the offering of any portion
of the AOL Registrable Securities covered by such Shelf Registration Statement),
and all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.
                   (f)  Registrable Securities. The term "REGISTRABLE 
SECURITIES" shall have the meaning ascribed to such term in the Investor's
Rights Agreement, except that for purposes of this Agreement only, Registrable
Securities shall not be deemed to include any securities of Excite held by AOL.
                   (g)  Excite Registrable Securities. The term "EXCITE
REGISTRABLE                                      -2-
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SECURITIES" collectively means the AOL Registrable Securities and the
Registrable Securities.
                   (h)  SEC. The term "SEC" or "COMMISSION" means the U.S.
Securities and Exchange Commission.
                   (i)  Shelf Registration Statement. See Section 1.2(a).
              1.2  Form S-3 Shelf Registration.
                   (a)  Registration. Excite shall prepare and file with the SEC
within 30 days following the Closing Date (as defined in Section 1.4 of the
Acquisition Agreement), and use its best efforts to have declared effective as
soon as practicable thereafter, a registration statement on Form S-3 (provided
that at such time Excite is eligible to file a registration statement on Form
S-3) providing for the resale by AOL of all of the AOL Registrable Securities in
accordance with the manner of sale provisions set forth in Rule 144(f) under the
1933 Act or otherwise in customary brokerage transactions on the Nasdaq National
Market or other public market on which Excite's shares of Common Stock are
traded (the "SHELF REGISTRATION STATEMENT"). Excite shall use its best efforts
to keep the Shelf Registration Statement continuously effective, pursuant to the
rules, regulations or instructions applicable to the Form S-3 used by Excite for
such Shelf Registration Statement or the 1933 Act, until the date that is two
years after the Closing Date or such shorter period ending (A) when the AOL
Registrable Securities cease to meet the definition of AOL Registrable
Securities pursuant to Section 1.1(d) or (B) Excite's obligations hereunder
terminate pursuant to Section 1.9; provided, however:
                        (i)  that AOL will sell the AOL Registrable Securities
pursuant to such registration only during a "PERMITTED WINDOW" (as defined
below), provided that there will be no more than four Permitted Windows during
the effectiveness of the Shelf Registration Statement; and that there will be at
least a 90-day interval between any two Permitted Windows.
                        (ii) if Excite furnishes to AOL a certificate signed by
the President or Chief Executive Officer of Excite stating that, in the good
faith judgment of the Board of Directors of Excite, it would be seriously
detrimental to Excite and its shareholders for such Form S-3 registration to be
effected at such time (or, in the case a "NOTICE OF RESALE" (as defined below)
has been given, that would be seriously detrimental to Excite and its
shareholders for the Permitted Window to commence at such time) due to (A) the
existence of a material development or potential material development involving
Excite which Excite would be obligated to disclose in the Prospectus contained
in the Shelf Registration Statement, which disclosure would in the good faith
judgment of the Board of Directors of Excite be premature or otherwise
inadvisable at such time and would have a material adverse affect upon Excite
and its shareholders or (B) concurrent public filings with the SEC of other
registration statements; in which event(s) Excite will have the right to defer
the filing (the "DEFERRAL RIGHT") of the Form S-3 registration statement (or the
commencement of the Permitted Window, as the case may be) for a period of not
more than 60 days after the date it would otherwise be required to file the
Shelf Registration Statement pursuant to this Section 1.2(a) (or after receipt
of the Notice of Resale, as the case may be); provided, however, that Excite
will not utilize the Deferral Right more than once in any twelve month period;
and provided further, however, that Excite may defer the filing 
                                      -3-
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of the Shelf Registration Statement (or the commencement of the Permitted Window
as the case may be) for up to 90 days if the material development or potential
material development or SEC filing that is the reason for the deferral directly
relates to AOL and for up to 180 days if so requested by an underwriter in
connection with an underwritten offering of Excite securities so long as the
selling shareholders in such underwritten offering are subject to a lock-up
agreement of the same duration (other than with respect to Excite securities to
be sold by such selling shareholders in such underwritten offering);
                        (iii)  that Excite will not be required to effect any
such registration, qualification or compliance in any particular jurisdiction in
which Excite would thereby be required to qualify to do business or to execute a
general consent to service of process.
                        (iv)   that Excite will not be required to effect any 
such registration, qualification or compliance of any AOL Registrable Securities
with respect to which a California Permit is granted which provides an exemption
from the registration requirements of the 1933 Act.
                   (b)  Permitted Window.For the purposes of this Section 1.2, a
"PERMITTED WINDOW" is a period of 30 consecutive calendar days commencing upon
receipt by AOL of Excite's written notification to AOL in response to a Notice
of Resale that the Prospectus contained in the Shelf Registration Statement is
available for resale. In order to cause a Permitted Window to commence, AOL must
first give written notice to Excite of its present intention to sell part or all
of the AOL Registrable Securities pursuant to such registration (a "NOTICE OF
RESALE"). Upon receipt of such Notice of Resale, Excite will give written notice
to AOL as soon as practicable, but in no event not more than five business days
after such receipt, that (A) the Prospectus contained in the Shelf Registration
Statement is current and that the Permitted Window will commence on the date
such notice is received by AOL, (B) it is necessary for Excite to supplement the
Prospectus or make an appropriate filing under the Securities Exchange Act of
1934, as amended, (the "1934 ACT") so as to cause the Prospectus to become
current (unless a certificate of the President is delivered as provided in
1.2(a)(ii) above), or (C) Excite is required under the 1933 Act and the
regulations thereunder to amend the Shelf Registration Statement in order to
cause the Prospectus to be current (unless a certificate of the President is
delivered as provided in 1.2(a)(ii) above). In the event that Excite determines
that a supplement to the Prospectus, the filing of a report pursuant to the 1934
Act or an amendment to the Shelf Registration Statement required under the 1933
Act, as provided above, is necessary, it will take such actions as soon as
practicable; whereupon it will notify AOL of the filing of such supplement,
report or amendment, and, in the case of an amendment, the effectiveness
thereof, and the Permitted Window will then commence.
                   (c)  Closing of Permitted Window. During a Permitted Window
and in the event (i) of the happening of any event of the kind described in
Section 1.5(f) hereof or (ii) that, in the judgment of Excite's Board of
Directors, it is advisable to suspend use of the Prospectus for a discrete
period of time due to pending corporate developments or public filings with the
SEC, Excite shall deliver a certificate in writing to AOL to the effect of the
foregoing and, upon receipt of such certificate, the Permitted Window shall
terminate. The Permitted Window shall resume upon AOL's receipt of copies of the
supplemented or amended Prospectus,                                       -4-

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or at such time as AOL is advised in writing by Excite that the Prospectus may
be used, and at such time as AOL has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus and which are required to be delivered as part of the
Prospectus. Excite will use its best efforts to ensure that the use of the
Prospectus may be resumed, and the Permitted Window will commence, as soon as
practicable and, in the case of a pending corporate development or SEC filing,
as soon, in the judgment of Excite's chief executive officer, as disclosure of
the material information relating to such pending corporate development or SEC
filing would not have a materially adverse effect on Excite's ability to
consummate the transaction, if any, to which such corporate development or SEC
filing relates, but in any event the Permitted Window shall resume no later than
the later of (x) 60 days after it has been terminated pursuant to this Section
1.2(c) or (y) the beginning of the calendar quarter subsequent to the calendar
quarter in which the Permitted Window was terminated.
                   (d)  Expenses. The first fifty thousand dollars ($50,000) of
fees and expenses incurred by Excite in connection with the Fairness Hearing,
the Shelf Registration Statement and actions taken by Excite in connection with
each Permitted Window (taken in the aggregate) shall be borne by Excite, and AOL
shall pay all fees and expenses thereafter. Notwithstanding the foregoing,
Excite shall not be required to pay for any fees and expenses in connection with
the commencement of a Permitted Window begun pursuant to this Section 1.2 if the
request to commence the Permitted Window is subsequently withdrawn at the
request of AOL, unless such withdrawal is the result of a material adverse
change in the business of Excite that was unknown to AOL at the time the request
to commence the Permitted Window was made and the withdrawal of such request is
made with reasonable promptness upon learning of such material adverse change. A
withdrawal of a request to commence a Permitted Window will not be applied
against the maximum of four Permitted Windows provided to AOL under this
Agreement if such withdrawal was made pursuant to the immediately preceding
sentence or if the withdrawal is at the request of Excite.
              1.3  Form S-3 Registration.
                   (a)  Request by Holders. If Excite shall receive at any time
during which it is eligible to file a registration statement on Form S-3, a
written request from AOL that Excite effect a registration statement under the
1933 Act on Form S-3 and any related qualification or compliance with respect to
all or a part of the AOL Registrable Securities, then Excite shall, as soon as
practicable, effect such registration and all such qualifications and
compliances as may be so requested and as would permit or facilitate the sale
and distribution of all or such portion of AOL's Registrable Securities which
AOL requests to be registered.
                   (b)  Underwriting. If AOL intends to distribute the AOL
Registrable Securities covered by its request by means of an underwriting, then
it shall so advise Excite as a part of its request made pursuant to this Section
1.3. AOL shall enter into an underwriting agreement in customary form with the
managing underwriter or underwriters selected for such underwriting by Excite.
Notwithstanding any other provision of this Section 1.3, if the underwriter(s)
advise(s) Excite in writing that marketing factors require a limitation of the
number of securities to be underwritten then Excite shall so advise AOL, and the
number of AOL Registrable Securities that may be included in the underwriting
shall be reduced as required by                                       -5-

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the underwriter(s), provided that any securities included in the underwriting by
holders of Excite securities other than AOL shall be withdrawn completely from
the underwriting before the number of AOL Registrable Securities that may be
included in the underwriting shall be reduced. Any AOL Registrable Securities
excluded and withdrawn from such underwriting shall be withdrawn from the
registration.
                   (c)  Maximum Number of Demand Registrations. Excite is
obligated to effect only two (2) such registrations pursuant to this Section1.3.
                   (d)  Deferral; Jurisdictional Requirements. Notwithstanding
the foregoing, if Excite shall furnish to AOL, a certificate signed by the
President or Chief Executive Officer of Excite stating that in the good faith
judgment of the Board of Directors of Excite, it would be seriously detrimental
to Excite and its shareholders for such registration statement to be filed and
it is therefore essential to defer the filing of such registration statement,
then Excite shall have the right to defer such filing for a period of not more
than 60 days after receipt of the request of AOL; provided, however, that Excite
may not utilize this right more than once in any twelve (12) month period.
Excite will not be required to effect any registration, qualification or
compliance pursuant to this Section 1.3 in any particular jurisdiction in which
Excite would thereby be required to qualify to do business or to execute a
general consent to service of process.
                   (e)  Expenses. All expenses incurred in connection with a
registration pursuant to this Section 1.3, including without limitation all
registration and qualification fees, printers' and accounting fees, fees and
disbursements of counsel for Excite, fees and disbursements of counsel for AOL,
and underwriters' discounts and commissions, shall be borne by AOL.
                   (f)  Withdrawn Request. AOL may withdraw a request for
registration under this Section 1.3 at any time, provided that AOL will remain
liable for all expenses incurred in conjunction therewith. A request for
registration that is so withdrawn shall not count toward the maximum number of
registrations provided for in Section 1.3(c).
              1.4  Piggyback Registrations. Excite shall notify AOL in
writing at least thirty (30) days prior to filing any registration statement
under the 1933 Act for purposes of effecting a public offering of securities of
Excite (including, but not limited to, registration statements relating to
secondary offerings of securities of Excite, but excluding registration
statements on Form S-8 or S-4 or relating solely to any employee benefit plan or
an acquisition of any entity or business) and will afford AOL, subject to the
terms and conditions set forth herein, an opportunity to include in such
registration statement all or any part of the AOL Registrable Securities then
held by AOL. AOL shall, within twenty (20) days after receipt of the
above-described notice from Excite, so notify Excite in writing, and in such
notice shall inform Excite of the number of AOL Registrable Securities AOL
wishes to include in such registration statement. If AOL decides not to include
all of the AOL Registrable Securities in any registration statement thereafter
filed by Excite, AOL shall nevertheless continue to have the right to include
any AOL Registrable Securities not included in such registration statement in
any subsequent registration statement or registration statements as may be filed
by Excite with respect to offerings of its securities, all upon the terms and
conditions set forth herein.                                      -6-
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                   (a) Underwriting. If a registration statement with respect to
which Excite gives notice under this Section 1.4 pertains to an underwritten
offering, then Excite shall so advise AOL. In such event, the right of AOL to
have the AOL Registrable Securities included in a registration pursuant to this
Section 1.4 shall be conditioned upon AOL's participation in such underwriting
and the inclusion of the AOL Registrable Securities in the underwriting to the
extent provided herein. AOL shall enter into an underwriting agreement in
customary form with the managing underwriter or underwriter(s) selected for such
underwriting. Notwithstanding any other provision of this Agreement, if the
managing underwriter determine(s) in good faith that marketing factors require a
limitation of the number of shares to be underwritten, then the managing
underwriter(s) may exclude shares (including AOL Registrable Securities) from
the registration and the underwriting, and the number of shares that may be
included in the registration and the underwriting shall be allocated, first, to
Excite, and second, to AOL and the participating Holders on a pro-rata basis
based on the total number of Excite Registrable Securities held by each such
holder; provided however, that the right of the underwriters to exclude shares
(including AOL Registrable Securities) from the registration and underwriting as
described above shall be restricted so that: (i) the number of Excite
Registrable Securities included in any such registration is not reduced below
twenty percent (20%) of the shares included in the registration; and (ii) all
shares that are not Excite Registrable Securities and are held by other
shareholders of Excite shall first be excluded from such registration and
underwriting before any Excite Registrable Securities are so excluded. If AOL
disapproves of the terms of any such underwriting, AOL may elect to withdraw
therefrom by written notice to Excite and the managing underwriter, delivered at
least ten (10) business days prior to the effective date of the registration
statement. Any AOL Registrable Securities excluded or withdrawn from such
underwriting shall be excluded and withdrawn from the registration.
                   (b) Expenses. All expenses incurred in connection with a
registration pursuant to this Section 1.4 (excluding underwriters' and brokers'
discounts and commissions), including, without limitation all federal and "blue
sky" registration and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for Excite and reasonable fees and disbursements of
counsel for AOL, shall be borne by Excite.
              1.5  Obligations of Excite. Whenever required to effect the
registration of any AOL Registrable Securities under this Agreement, Excite
shall, as expeditiously as reasonably possible:
                   (a) Prepare promptly and file with the SEC a registration
statement with respect to such AOL Registrable Securities, which registration
statement (including any amendments or supplements thereto and prospectuses
contained therein) shall not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein, or necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading, cause such registration statement to become effective as
soon as practicable and with respect to registrations effected pursuant to
Section 1.3 keep such registrations effective for up to ninety (90) days or such
shorter period of time as is agreed to in writing by AOL.
                                      -7-
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                   (b) Prepare promptly and file with the SEC such amendments
and supplements to such registration statement and the Prospectus used in
connection with such registration statement as may be necessary to comply with
the provisions of the 1933 Act with respect to the disposition of all securities
covered by such registration statement.
                   (c) Furnish to AOL such number of copies of a Prospectus,
including a preliminary Prospectus, in conformity with the requirements of the
1933 Act, and such other documents as it may reasonably request in order to
facilitate the disposition of the AOL Registrable Securities owned by it that
are included in such registration.
                   (d) Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by AOL,
provided that Excite shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.
                   (e) In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter(s) of such offering.
                   (f) Notify AOL promptly (i) of any request by the SEC or any
other federal or state governmental authority during the period of effectiveness
of a registration statement for amendments or supplements to such registration
statement or related prospectus or for additional information, (ii) of the
issuance by the SEC or any other federal or state governmental authority of any
stop order suspending the effectiveness of a registration statement or the
initiation of any proceedings for that purpose, (iii) of the receipt by Excite
of any notification with respect to the suspension of the qualification or
exemption from qualification of any of the AOL Registrable Securities for sale
in any jurisdiction or the initiation or threatening of any proceeding for such
purpose, (iv) of the happening of any event which makes any statement made in a
registration statement or related prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
which requires the making of any changes in the registration statement or
prospectus so that, in the case of a registration statement, it will not contain
any untrue statement of a material fact required to be stated therein or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and that in the case of the Prospectus, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, and (v) of Excite's reasonable determination that a post-effective
amendment to a registration statement would be appropriate; except that notice
of an event or determination referred to in (iv) or (v) above (x) need be made
only if AOL has delivered the Notice of Resale referred to in Section 2(b) and
Excite is required to cause a Permitted Window to go into effect pursuant to
such Notice of Resale as provided therein or if a Permitted Window is then in
effect and (y) need not describe the nature or details of such event or
determination.
                   (g) Furnish, at the request of AOL, but only with respect to
an underwritten offering, on the date that such AOL Registrable Securities are
delivered to the                                       -8-
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underwriters for sale, (i) an opinion, dated as of such date, of the counsel
representing Excite for the purposes of such registration, in form and substance
as is customarily given to underwriters in an underwritten public offering and
reasonably satisfactory to AOL, addressed to the underwriters, and (ii) a
"comfort" letter dated as of such date, from the independent certified public
accountants of Excite, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten
public offering and reasonably satisfactory to a AOL, addressed to the
underwriters.
              1.6  Furnish Information. It shall be a condition precedent to the
obligations of Excite to take any action pursuant to Sections 1.2, 1.3 or 1.4
that AOL shall furnish to Excite such information regarding it, the AOL
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to timely effect the registration of its
AOL Registrable Securities.
              1.7  Indemnification. In the event any AOL Registrable Securities
are included in a registration statement under Sections 1.2, 1.3 or 1.4:
                   (a)  By Excite. To the extent permitted by law, Excite will
indemnify and hold harmless AOL, officers and directors of AOL, any underwriter
(as defined in the 1933 Act) for AOL and each person, if any, who controls AOL
or such underwriter within the meaning of the 1933 Act or the 1934 Act, against
any losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the 1933 Act, the 1934 Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a "VIOLATION"):
                   (i)   any untrue statement or alleged untrue statement of a
              material fact contained in a registration statement filed pursuant
              to this Section 1 (including a registration statement with respect
              to which AOL exercises it rights under Section 1.4), including any
              preliminary prospectus or final prospectus contained therein or in
              any amendments or supplements thereto;
                   (ii)  the omission or alleged omission to state in a
              registration statement filed pursuant to this Section 1 (including
              a registration statement with respect to which AOL exercises it
              rights under Section 1.4), including any preliminary prospectus or
              final prospectus contained therein or in any amendments or
              supplements thereto, a material fact required to be stated
              therein, or necessary to make the statements therein not
              misleading; or
                   (iii) any violation or alleged violation by Excite of the
              1933 Act, the 1934 Act, any federal or state securities law or any
              rule or regulation promulgated under the 1933 Act, the 1934 Act or
              any federal or state securities law in connection with the
              offering covered by such registration statement;
                                      -9-
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and Excite will reimburse each of AOL, such officer or director, underwriter or
controlling person for any legal or other expenses reasonably incurred by them,
as incurred, in connection with investigating or defending any such loss, claim,
damage, liability or action; provided however, that the indemnity agreement
contained in this subsection 1.7(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of Excite (which consent shall not be
unreasonably withheld), nor shall Excite be liable in any such case for any such
loss, claim, damage, liability or action to the extent that it arises out of or
is based upon a Violation which occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by AOL, or by such, officer, director, underwriter or controlling
person of AOL.
                   (b) By AOL. To the extent permitted by law, AOL will
indemnify and hold harmless Excite, each of its directors, each of its officers
who have signed the registration statement, each person, if any, who controls
Excite within the meaning of the 1933 Act, and any underwriter, against any
losses, claims, damages or liabilities (joint or several) to which Excite or any
such director, officer, controlling person or underwriter may become subject
under the 1933 Act, the 1934 Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise out
of or are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by AOL expressly for use in connection with such
registration; and AOL will reimburse any legal or other expenses reasonably
incurred by Excite or any such director, officer, controlling person,
underwriter in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the indemnity agreement
contained in this subsection 1.7(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of AOL, which consent shall not be
unreasonably withheld; and provided further, that the total amounts payable in
indemnity by AOL under this Section 1.7(b) in respect of any Violation shall not
exceed the net proceeds received by AOL in the registered offering out of which
such Violation arises.
                   (c) Notice. Promptly after receipt by an indemnified party
under this Section 1.7 of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim for
indemnification in respect thereof is to be made against any indemnifying party
under this Section 1.7, deliver to the indemnifying party a written notice of
the commencement of such an action and the indemnifying party shall have the
right to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume the
defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party shall have the right to retain its own
counsel, with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential conflict of
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
1.7, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have 
                                      -10-
   11
to any indemnified party otherwise than under this Section 1.7.
                   (d)  Defect Eliminated in Final Prospectus. The foregoing
indemnity agreements of Excite and AOL are subject to the condition that,
insofar as they relate to any Violation made in a preliminary prospectus but
eliminated or remedied in the amended prospectus on file with the SEC at the
time the registration statement in question becomes effective or in the amended
prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "FINAL
PROSPECTUS"), such indemnity agreements shall not inure to the benefit of any
person if a copy of the Final Prospectus was furnished to the indemnified party
and was not furnished to the person asserting the loss, liability, claim or
damage at or prior to the time such action is required by the 1933 Act.
                   (e)  Contribution. In order to provide for just and equitable
contribution to joint liability under the 1933 Act in any case in which either
(i) AOL (and/or any officer, director, underwriter or controlling person who may
be indemnified under Section 1.7(a)), makes a claim for indemnification pursuant
to this Section 1.7 but it is judicially determined (by the entry of a final
judgment or decree by a court of competent jurisdiction and the expiration of
time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Section 1.7 provides for indemnification in such case, or (ii) contribution
under the 1933 Act may be required on the part of AOL (and/or any officer,
director, underwriter or controlling person who may be indemnified under Section
1.7(a)) in circumstances for which indemnification is provided under this
Section 1.7; then, and in each such case, Excite and AOL (and/or such other
person) or will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from others) in
proportion to their relative fault as determined by a court of competent
jurisdiction; provided however, that in no event, except in instances of fraud
by AOL in which there is no limitation, (i) shall AOL be responsible for more
than the portion represented by the percentage that the public offering price of
its AOL Registrable Securities offered by and sold under the registration
statement bears to the public offering price of all securities offered by and
sold under such registration statement and (ii) shall AOL be required to
contribute any amount in excess of the public offering price of all such
Registrable Securities offered and sold by AOL pursuant to such registration
statement; and in any event, no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) will be
entitled to contribution from any person or entity who was not guilty of such
fraudulent misrepresentation.
                   (f)  Survival. The obligations of Excite and AOL under this
Section 1.7 shall survive the completion of any offering of AOL Registrable
Securities in a registration statement, and otherwise.
              1.8  Rule 144 Reporting. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of the AOL Registrable Securities to the public without
registration, for so long as AOL owns any Registrable Securities, Excite agrees
to:                   (a)  Make and keep adequate, current public information
available, as                                       -11-
   12
those terms are understood and defined in Rule 144 under the 1933 Act, at all
times;
                   (b)  File with the Commission in a timely manner all reports
and other documents required of Excite under the 1934 Act; and
                   (c)  So long as AOL owns any AOL Registrable Securities, to
furnish to AOL forthwith upon request a written statement by Excite as to its
compliance with the reporting requirements of said Rule 144, a copy of the most
recent annual or quarterly report of Excite, and such other reports and
documents of Excite as AOL may reasonably request in availing itself of any rule
or regulation of the Commission allowing a Holder to sell any such securities
without registration.
              1.9  Termination of Excite's Obligations. Excite shall have no
obligations to register AOL Registrable Securities (i) if all AOL Registrable
Securities have been registered and sold pursuant to registrations effected
pursuant to this Agreement, or (ii) at such time as all AOL Registrable
Securities may be sold within a three month period under Rule 144, as it may be
amended from time to time, including but not limited to amendments that reduce
that period of time that securities must be held before such securities may be
sold pursuant to such rule.         2.   ASSIGNMENT.
              2.1  Assignment. Notwithstanding anything herein to the contrary,
the registration rights of AOL under Section 1 hereof may be assigned only to
(a) a party who acquires from AOL at least fifteen percent (15%) of the shares
of Common Stock (on an as converted basis) that constituted the original number
of AOL Registrable Securities (as such number may be adjusted to reflect
subdivisions, combinations and stock dividends of Excite's Common Stock) or (b)
any party who acquires ownership or control of AOL through a merger,
consolidation, sale of assets or similar business combination (either such party
is referred to as a "ASSIGNEE"); provided, however that (w) no party may be
assigned any of the foregoing rights until Excite is given written notice by the
assigning party at the time of such assignment stating the name and address of
the assignee and identifying the securities of Excite as to which the rights in
question are being assigned; (x) that any such Assignee shall receive such
assigned rights subject to all the terms and conditions of this Agreement,
including without limitation the provisions of this Section 2, and (y) upon such
an assignment or assignments, the rights held by AOL under this Agreement may
only be exercised by persons or entities holding a majority of the AOL
Registrable Securities, and (z) no such assignment or assignments shall increase
the obligations of Excite hereunder.         3.   GENERAL PROVISIONS.
              3.1  Notices. Any notice, request or other communication required
or permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or if deposited in the U.S. mail by registered or
certified mail, return receipt requested, postage prepaid, as follows:
              (a)  if to Excite, at:                                      -12-

   13                   Excite, Inc.
                   1091 N. Shoreline Blvd., Suite 200
                   Mountain View, CA  94043
                   Attention:  President
                   Facsimile:  415/943-2888              with a copy to:
                   Fenwick & West LLP                   Two Palo Alto Square
                   Palo Alto, CA  94306
                   Attention:  Mark Stevens
                   Facsimile:  415/494-1417              (b)  If to AOL:
                   America Online, Inc.                   22000 AOL Way
                   Dulles, VA  20166
                   Attention:  General Counsel
                   Facsimile:  703/265-2208              with a copy to:
                   Piper & Marbury L.L.P.
                   1200 Nineteenth St., N.W.
                   Washington, D.C.  20036-2430
                   Attention: Edwin Martin
                   Facsimile: 202/223-2085
Any party hereto (and such party's permitted assigns) may by notice so given
provide and change its address for future notices hereunder. Notice shall
conclusively be deemed to have been given when personally delivered or when
deposited in the mail in the manner set forth above.
              3.2 Entire Agreement. This Agreement, the Acquisition Agreement
and the Investor Rights Agreement constitute and contains the entire agreement
and understanding of the parties with respect to the subject matter hereof and
supersedes any and all prior negotiations, correspondence, agreements,
understandings, duties or obligations between the parties respecting the subject
matter hereof.
              3.3 Amendment of Rights. Any provision of this Agreement may be
amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of Excite and AOL (and/or any of their permitted successors or
assigns).
              3.4 Governing Law. This Agreement shall be governed by and
construed exclusively in accordance with the laws of the State of California,
excluding that body of law                                       -13-
   14
relating to conflict of laws.
              3.5 Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, then such provision(s) shall be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision(s) were so excluded and shall be enforceable in
accordance with its terms.
              3.6 Third Parties. Nothing in this Agreement, express or implied,
is intended to confer upon any person, other than the parties hereto and their
successors and assigns, any rights or remedies under or by reason of this
Agreement.
              3.7 Successors And Assigns. Subject to the provisions of Section
2.1, the provisions of this Agreement shall inure to the benefit of, and shall
be binding upon, the successors and permitted assigns of the parties hereto.
              3.8 Captions. The captions to sections of this Agreement have been
inserted for identification and reference purposes only and shall not be used to
construe or interpret this Agreement.
              3.9 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
              3.10 Costs And Attorneys' Fees. In the event that any action, suit
or other proceeding is instituted concerning or arising out of this Agreement or
any transaction contemplated hereunder, the prevailing party shall recover all
of such party's costs and attorneys' fees incurred in each such action, suit or
other proceeding, including any and all appeals or petitions therefrom.
              3.11 Investors' Rights Agreement. AOL agrees that all rights
granted to it under the Investors' Rights Agreement are superseded in their
entirety by the rights granted to AOL herein.
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                                      -14-
   15
         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.
AMERICA ONLINE, INC.                        EXCITE, INC.
By: /s/ Miles Gilburne                      By: /s/ George Bell
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Name:                                       Name:
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Title:                                      Title:
      ---------------------------------           ------------------------------
AOL VENTURES, INC.By: /s/ Miles Gilburne                   
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