Separation Agreement - Excite@Home and Mark O'Leary

May 30, 2001


Mr. Mark O'Leary

Dear Mark:

This letter confirms the specific details of your transition and 
separation from Excite@Home, and is consistent with the terms of the 
Executive Retention and Separation Agreement letter dated May 15, 
2001 (attached).

1.   Separation. Your separation date and last day of employment with 
the Company will be July 15, 2001. Between now and July 15, 2001, you 
will work on projects at my direction, and will develop and implement 
a transition plan for your current responsibilities. You and I will 
meet regularly to review project status and transition. You agree to 
perform these assignments with the highest degree of professionalism.

2.   Vacation. As a section 16b executive officer, at the point of 
your separation you will have a zero vacation balance.

3.   Severance Benefits. Conditioned on your execution of a full 
release and waiver of claims including a waiver of the Executive 
Severance and Retention Agreement (the "Agreement"), you will be 
entitled to the following benefits:

.  Salary through the Separation Date paid according to regular payroll
practices;

.  Twelve months of paid base salary continuation from July 16, 2001, 
through July 15, 2002, according to regular payroll practices;

.  Medical, dental and vision coverage will be provided to you at company
expense under the standard terms of COBRA for a period of twelve months
after your separation date, provided that you are not eligible for benefits
from a new employer. In the event that you become covered under another
employer's group health plan, you will promptly notify the Senior VP Human
Resources in writing and the Company will cease COBRA coverage. After the
period of company paid COBRA benefits, you will have the option of
continuing your COBRA coverage at your own expense through the maximum
COBRA coverage period of eighteen months from your separation date, subject
to the standard terms of COBRA. If you still require medical, dental and
vision coverage after the eighteen month period and are still not eligible
for benefits under a new employer, then you will have the option of
securing alternate coverage that provides for equivalent benefits.
Regarding alternate coverage, should your costs to purchase equivalent
benefits coverage be above the company's COBRA rates then in effect, the
company will reimburse any additional costs above the COBRA. The medical,
dental and vision benefits you are eligible to receive under COBRA are
identical to the benefits provided to Excite@Home employees. For life and
disability insurance, we will reimburse the cost of an individual policy
that provides equivalent coverage for a period of 12 months from your
separation date;

 
Page 2

.  Stock Options. All outstanding stock option grants will continue to vest
and remain exercisable for a period of twelve (12) months from your
separation date of July 15, 2001. Effective July 14, 2002, your vesting
will stop and you will have 90 days to exercise any vested options;

These benefits are subject to your performance of transition duties through the
Separation Date, and the execution of a full release and waiver agreement,
including a non-compete agreement and one-year non-solicitation of Excite@Home
employees.

4.   Confidentiality. The provisions of our agreement will be held in
strictest confidence by you and the Company and will not be disclosed except
that you may disclose this Agreement to your immediate family; both you and the
Company may disclose this Agreement in confidence to their respective attorneys,
accountants, auditors, tax preparers, and financial advisors; the Company may
disclose this Agreement as necessary to fulfill standard or legally required
corporate reporting or disclosure requirements; and the parties may disclose
this Agreement insofar as such disclosure may be necessary to enforce its terms
or as otherwise required by law. In particular, and without limitation, you
agree not to disclose the terms of this Agreement to any current or former
Company employee.

If this Agreement is acceptable to you, please sign below and return the
original to me.

I wish you good luck in your future endeavors.

Sincerely,


By:__________________________________________
       Patti Hart


AGREED:

                                                              
_____________________________________________       Dated:______________________
       Mark O'Leary