Security Agreement - At Home Corp., HFTP Investment L.L.C., Gaia Offshore Master Fund, Ltd. and Leonardo, L.P.

 
                              SECURITY AGREEMENT

     This Security Agreement (this "Agreement") is made as of June 8, 2001 by
and between At Home Corporation, a Delaware corporation (the "Company"), and the
holders (individually a "Secured Party" and collectively the "Secured Parties")
of those certain Convertible Notes dated of even date herewith (said Convertible
Notes, together with any Convertible Notes issued in replacement thereof or
substitution therefore, and in each case as they may hereafter be amended,
amended and restated, supplemented or otherwise modified from time to time,
being the "Notes") issued by the Company pursuant to that certain Securities
Purchase Agreement dated of even date herewith by and among the Company and the
Buyers listed on the Schedule of Buyers thereto (the "Securities Purchase
Agreement").

                            PRELIMINARY STATEMENTS

     In connection with the Securities Purchase Agreement, the Company is
entering into this Agreement in order to grant to the Secured Parties a security
interest in the Collateral (as defined below) to secure the Company's
obligations to repay the principal amount of the Notes.

     It is a condition precedent to the Secured Parties' obligations under the
Securities Purchase Agreement that the Company shall have granted the security
interest contemplated by this Agreement, and the Company will derive substantial
direct and indirect benefit from the transactions contemplated by the Notes and
the Securities Purchase Agreement.

     Terms not otherwise defined in this Agreement but which are defined in the
Notes shall have the meanings assigned thereto in the Notes. For the purposes of
this Agreement, "Lien" means any mortgage, deed of trust, pledge, hypothecation,
assignment, charge or deposit arrangement, encumbrance, lien (statutory or
other) or preference, priority or other security interest or preferential
arrangement of any kind or nature whatsoever (including those created by,
arising under or evidenced by any conditional sale or other title retention
arrangement, the interest of a lessor under a capital lease, any financing lease
having substantially the same economic effect as any of the foregoing, or the
filing of any financing statement naming the owner of the asset to which such
lien relates as debtor, under the N.Y. Uniform Commercial Code (defined below)
or any or any comparable law) and any contingent or other agreement to provide
any of the foregoing, but not including the interest of a lessor under a lease
(such as an operating lease) which is not a capital lease. Further, unless
otherwise defined in this Agreement or in the Notes, terms defined in Article 8
or 9 of the Uniform Commercial Code as from time to time in effect in the State
of New York ("N.Y. Uniform Commercial Code") are used in this Agreement as such
terms are defined in such Article 8 or 9.

                                   AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing premises and in order to
induce the Secured Parties to purchase the Notes under the Securities Purchase
Agreement, the Company hereby agrees with the Secured Parties as follows:

     1.  Grant of Security. The Company hereby grants to the Secured Parties, to
secure the Secured Obligations (as defined below), a security interest in and
Lien upon, all of the 

                                       1

 
Company's right, title and interest in and to all of the Company's assets (other
than the Optional Excluded Assets and Deemed Excluded Assets (each as defined
below, and collectively the "Excluded Assets")), including, without limitation,
the following, in each case, as to each type of property described below whether
now owned or hereafter acquired by the Company, wherever located, and whether
now or hereafter existing or arising (collectively, the "Collateral"):

               (a) all personal and fixture property of every kind and nature
     including without limitation all goods (including inventory, equipment and
     any accessions thereto), instruments (including promissory notes),
     documents, accounts, chattel paper (whether tangible or electronic),
     deposit accounts, letters of credit (whether or not the letter of credit is
     evidenced by a writing), securities, stock (whether certificated or
     uncertificated) and all other investment property, supporting obligations,
     any other contract rights or rights to the payment of money, insurance
     claims and proceeds, tort claims, and all general intangibles including,
     without limitation, all goodwill, and all licenses, permits, agreements of
     any kind or nature pursuant to which the Company possesses, uses or has
     authority to possess or use tangible property of others or that others
     possess, use or have authority to possess or use tangible property of the
     Company; and

               (b)  all proceeds of any and all of the Collateral (including,
     without limitation, proceeds that constitute property of the types
     described in clause (a) of this Section 1 and this clause (b)) and, to the
     extent not otherwise included, all (i) payments under insurance (whether or
     not the Secured Parties is the loss payee thereof), or any indemnity,
     warranty or guaranty, payable by reason of loss or damage to or otherwise
     with respect to any of the foregoing Collateral and (ii) cash (the
     "Proceeds").

Notwithstanding the foregoing, the Collateral shall not include (I) any and all
of the following assets (the "Deemed Excluded Assets"), unless the Company
provides written notice to the Secured Parties that any such Deemed Excluded
Asset should be included in the Collateral: (a) any form of intellectual
property, including patents, patent applications, trademarks, trademark
applications, trade names, copyrights, copyright applications, software,
engineering drawings, trade secrets, know-how, service marks, and customer
lists, (b) any rights under contracts, leases or intellectual property rights if
the terms of such contract, lease or intellectual property right, or the terms
of any right granted by the Company with respect thereto, prohibit the
collateral assignment or granting of a security interest in the Company's right
in the same; (c) any restricted cash or cash equivalents or any certificates of
deposit, whether now owned by the Company or hereafter acquired, that secure the
Company's obligations with respect to letters of credit, performance or surety
bonds or similar obligations, and (d) any rights under the IRU Capacity
Agreement, dated December 19, 1998, between the Company and AT&T Corp., as the
same may have been and may from time to time be amended, modified and restated,
and any successor to such agreement; (II) any asset (an "Optional Excluded
Asset"), for which the Company has provided a written notice of exclusion (a
"Notice of Exclusion"), specifically identifying the asset (or class of assets)
and stating that it is excluded from the meaning of Collateral under this
Agreement; provided that the Company shall only be entitled to deliver a Notice
of Exclusion if the Optional Excluded Asset is to be used as collateral to
secure obligations of the Company to other parties in connection with bona fide
commercial or financing transactions with such a third party; and provided,
further, that after giving effect to 

                                       2

 
such Notice of Exclusion, the total book value of the Collateral securing the
Secured Obligations pursuant to this Agreement, less the total aggregate
principal amount of all secured indebtedness of the Company for money borrowed
(excluding the Secured Obligations) which is secured by the Collateral, in each
case determined in accordance with generally accepted accounting procedures,
would exceed the then-outstanding principal amount of the Notes; or (III) any
proceeds of any Excluded Asset.

          2.   Security for Obligations. This Agreement secures the repayment by
the Company of the outstanding principal under the Notes, and, without
duplication, any damages (in an amount not to exceed the amount of any unpaid
principal) that may become payable in any contract causes of action for
repayment of such principal (the "Secured Obligations"). Without limiting the
generality of the foregoing, this Agreement secures the payment of all amounts
that constitute part of the Secured Obligations of the Company and would be owed
by the Company to the Secured Parties under the Notes but for the fact that they
are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Company or any of the
Company's Subsidiaries.

          3.   Representations, Warranties and Covenants. The Company represents
and warrants as follows:

               (a)  The chief executive office of the Company is located at the
     address specified therefore in Schedule I hereto, as such Schedule I may be
     amended from time to time pursuant to Section 5. The Company's federal tax
     identification number is set forth opposite the Company's name in Schedule
     I hereto. In addition, Schedule I hereto sets forth the addresses where
     substantially all of the tangible Collateral is located as of the date
     hereof. The Company is duly organized and validly existing in good standing
     under the laws of the State of Delaware. The Company shall not move its
     chief executive office, change its jurisdiction of incorporation or
     relocate a material portion of the Collateral, in each case in a manner
     that would result in the failure of the security interest in the Collateral
     to be perfected, unless the Company provides the Secured Parties with not
     less than ten (10) days prior written notice of any of the foregoing events
     and cooperates with the Secured Parties to file any new financing
     statements and/or amend any existing financing statements as shall be
     necessary and reasonably requested by the Secured Parties to continue the
     Secured Parties' perfected security interest in the Collateral.

               (b)  This Agreement creates in favor of the Secured Parties a
     valid security interest in all of the Company's right, title and interest
     in and to the Collateral, securing the payment of the Secured Obligations
     of the Company, and upon the filing of appropriate UCC financing statements
     in the jurisdictions listed in Schedule II hereto, such security interest
     will be duly perfected in all of the Collateral in which a security
     interest may be perfected by such filing.

          4.   Further Assurances. The Company agrees that from time to time, at
the expense of the Company, the Company will execute and deliver any further
instruments and documents, and take any further action, as may be reasonably
requested by the Secured Parties that may be necessary under applicable law in
order to evidence and perfect any pledge,

                                       3

 
assignment or security interest granted or purported to be granted by the
Company hereunder or to enable the Secured Parties to exercise and enforce its
rights and remedies hereunder with respect to any Collateral of the Company.
Without limiting the generality of the foregoing, the Company will promptly
execute and file such financing or continuation statements, or amendments
thereto, with respect to the Collateral and such other instruments or notices,
as the Secured Parties may reasonably request that may be necessary under
applicable law and practice in order to evidence and perfect the rights and
security interest granted by the Company hereunder, and, in the event that the
Company fails to execute and file any such statements that may be necessary
under applicable law in order to evidence and perfect such rights and security
agreement following such request, to the extent permitted by the N.Y. Uniform
Commercial Code or the applicable commercial code in effect in the jurisdiction
where any Collateral is located, the Company hereby authorizes the Secured
Parties to execute and file, on the Company's behalf, any new UCC financing
statements or amendments to existing financing statements as may be necessary to
perfect the security interest contemplated by this Agreement. Notwithstanding
the foregoing, the Company shall not be required to deliver possession of any
Collateral to the Secured Parties except as may be required upon the exercise of
the Secured Parties' rights under Section 7 upon an Event of Default.

          5.   Place of Perfection; Records. The Company will keep its chief
executive office at the location therefor specified in Section 3(a) or at such
other location in a jurisdiction where all actions required by Section 4 shall
have been taken with respect to the Collateral of the Company (and, upon the
taking of such action in such jurisdiction, Schedule I hereto shall be
automatically amended to include such other location).

          6.   Transfers and Other Liens; Subordination of Liens; Rights of
Third Parties.

     (a) Transactions by Company. The Secured Parties each agree that nothing
set forth herein is intended or shall be construed to prohibit or limit in any
way the right and ability of the Company (i) to sell, assign, transfer, license,
sublease or otherwise dispose of, or grant any option or other interest or right
with respect to, any of the Collateral (other than dividends to the Company's
stockholders that are prohibited under the terms of the Notes), (ii) to grant,
create or suffer to exist any Lien, charge or security interest upon or with
respect to any of the Collateral; (iii) to amend, modify or replace any
contracts included in the Collateral or to waive any rights thereunder, or (iv)
other than as expressly set forth herein, to enter into any other transactions
with respect to the Collateral, and the consent of the Secured Parties shall not
be required for any of the foregoing. Notwithstanding the foregoing, the Company
may not sell, assign, transfer or otherwise dispose of any Collateral having a
book value (i) in excess of $2.5 million in a single transaction or series of
related transactions or (ii) in excess of $10 million in the aggregate during
the term of the Notes, unless either (x) the proceeds thereof shall constitute
Collateral in which the Secured Parties shall have a valid and perfected
security interest; (y) the Company applies the proceeds thereof to repay
indebtedness that is secured by a Lien which is senior to the Secured Parties'
security interest in the Collateral, or (z) after giving effect to such sale,
assignment, transfer or other disposition, the total book value of the
Collateral securing the Secured Obligations pursuant to this Agreement, less the
total aggregate principal amount of all secured indebtedness of the Company for
money borrowed (excluding the Secured Obligations) which is secured by the
Collateral, in each case determined in accordance with generally

                                       4

 
accepted accounting principles, would exceed the then-outstanding principal
amount of the Notes.

          (b)  Subordination of Liens. The Secured Parties' rights and security
interest in the Collateral are hereby (and shall automatically be) subordinated
to all other Liens, security interests, mortgages, claims and rights of any kind
that may be granted from time to time after the date hereof to secure
obligations arising after the date hereof, including Liens and security
interests securing the repayment of the principal of and accrued interest on,
and other obligations with respect to, indebtedness for money borrowed (other
than indebtedness for money borrowed under the Indenture dated as of December
28, 1998 and the Indenture dated as of December 1, 1999, each between the
Company and State Street Bank and Trust Company of California, N.A. (the
"Indentures") and any refinancings of the Indentures). Each Secured Party hereby
agrees to enter into any subordination or inter-creditor agreement reasonably
requested by the Company or any other lender to or creditor of the Company, in
customary form for comparable transactions by such lender or creditor to
evidence or confirm such Lien subordination with respect to the Collateral and
with respect to any exercise of the Secured Parties' rights hereunder; provided,
however, that such subordination agreement or inter-creditor agreement shall
relate only to the Lien of the Secured Parties and shall in no way limit or
restrict the rights of the Secured Parties pursuant to the Notes. Furthermore,
the foregoing shall in no way limit or prejudice any rights that the Secured
Parties may have pursuant to the terms of the Notes or the Securities Purchase
Agreement. Notwithstanding the foregoing, the Secured Parties' rights and
security interest in the Collateral shall not be subordinated to (i) the
Indentures or any refinancing of the Indentures or (ii) any indebtedness if, at
the time such indebtedness is first incurred (or, in the case of indebtedness
that refinances or refunds other indebtedness, at the time such refinanced or
refunded indebtedness was first incurred), after giving effect to the incurrence
of such indebtedness, the total book value of the Collateral securing the
Secured Obligations pursuant to this Agreement, less the total aggregate
principal amount of all secured indebtedness of the Company for money borrowed
(excluding the Secured Obligations) which is secured by the Collateral, in each
case determined in accordance with generally accepted accounting principles,
would exceed the then-outstanding principal amount of the Notes.

          (c) Rights of Third Parties. The terms of this Agreement and the
rights of Secured Parties shall not limit or prejudice in any manner the
exercise by any third party of any rights pursuant to the terms of any contracts
that such third party may have with the Company.

          7.  Remedies. If both (a) any Event of Default (as defined in the
Notes) shall have occurred and be continuing under Section (10)(a) (i),
10(a)(iv) or 10(a)(v) of the Notes, or if any other Event of Default shall have
occurred and be continuing under the Notes as a result of which the Secured
Parties shall have declared the Notes to be due and payable, and (b) either (i)
any Event of Default shall have occurred and be continuing with respect to the
Company's Convertible Subordinated Notes due 2006 and Convertible Subordinated
Debentures due 2018 or any other indebtedness that is subordinated in right of
payment to the Notes in an aggregate principal amount of at least $50 million
(collectively "Subordinated Debt"), other than as a result of any cross-default
or cross-acceleration resulting from an Event of Default under the Notes, or
(ii) while such Event of Default under the Notes shall be continuing, the
Company shall have made (or shall have attempted to make) any payments to any
holders of Subordinated

                                       5

 
Debt in respect of principal or interest or other amounts payable on such
Subordinated Debt, then:

          (a)  The Secured Parties may exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of the Secured Parties upon default under the
N.Y. Uniform Commercial Code whether or not the NY. Uniform Commercial Code
applies to the affected Collateral) and, to the extent permitted by the N.Y.
Uniform Commercial Code, also may exercise any and all rights and remedies of
the Company in respect of the Collateral, in each case subject to the terms
hereof. The Company agrees that, to the extent notice of sale shall be required
by law, at least ten days' notice to the Company of the time and place of any
public sale or the time after which any private sale is to be made shall
constitute reasonable notification. The Secured Party shall not be obligated to
make any sale of Collateral regardless of notice of sale having been given. The
Secured Party may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned.

          (b)  Any cash held by or on behalf of the Secured Parties and all cash
proceeds received by or on behalf of the Secured Parties in respect of any sale
of, collection from, or other realization upon all or any part of the Collateral
may, in the discretion of the Secured Parties, be held by the Secured Parties as
collateral for, and/or then or at any time thereafter applied in whole or in
part by the Secured Parties against, all or any part of the Secured Obligations.
Any surplus of such cash or cash proceeds held by or on behalf of the Secured
Parties and remaining after payment in full of all the Secured Obligations shall
be paid over to the Company or to whomsoever may be lawfully entitled to receive
such surplus.

          (c)  The remedies provided in this Section 7 shall only be exercised
or otherwise enforced with the written consent of Secured Parties holding at
least 66-2/3% of the outstanding aggregate principal amount of the Secured
Obligations ("Majority Secured Parties"). The Majority Secured Parties may
appoint an agent (the "Agent") that, at the direction of Majority Secured
Parties, shall have the right to exercise any right or remedy of the Secured
Parties, on behalf of all Secured Parties, under this Agreement, including,
without limitation, all rights and remedies of a secured party under the N.Y.
Uniform Commercial Code. If an Agent is so appointed:

                    (i)  At the direction of the Majority Secured Parties, the
Agent shall proceed with the enforcement of the Secured Parties' rights against
the Collateral for the benefit of the Secured Parties under the Notes. Any
repossession, sale or distribution of proceeds of Collateral shall be
accomplished as required by this Agreement, the other Transaction Documents (as
defined in the Securities Purchase Agreement) and applicable law. The Agent is
authorized to exercise all rights and remedies of the Secured Parties under the
Transaction Documents, provided that, absent exigent circumstances where action
is determined by the Agent to be necessary to protect Collateral, the Agent
shall not proceed to enforce the Secured Parties' rights and remedies against
the Collateral or the Company by foreclosure, judicial action or the like
("Enforcement Action"), unless and until directed to do so by the Majority
Secured Parties. Unless the Agent shall request further guidance or consents,
any direction by the Majority Secured Parties to begin Enforcement Action may
merely state that the Agent shall begin

                                       6

 
enforcement, and need not specify the manner in which enforcement should
proceed. Once the Agent receives an enforcement direction from the Majority
Secured Parties, all decisions as to how to proceed to enforce the Secured
Parties' rights and remedies, including, without limitation, the methods and
timing of proceeding, may be made by the Agent in its good faith business
judgment, with such consultation with the Secured Parties as the Agent in its
sole discretion deems reasonable under the circumstances. In the event of one or
more foreclosure sales, the Agent shall have the right to bid in the claim of
each Secured Party on behalf of each Secured Party in respect of its respective
Note.

                    (ii)  Unless consented to by all of the Secured Parties, no
Secured Party shall, except through the Agent, collect, take possession of,
foreclose upon, or exercise any rights or remedies with respect to the
Collateral or the Company, judicially or non-judicially, in order to satisfy or
collect any Secured Obligations or attempt to do any of the foregoing.

                    (iii) If the Collateral is acquired by the Agent by
foreclosure sale or otherwise, at the option of the Agent, title may be taken in
the name of the Agent or in the name of a corporation affiliated with the Agent
or other nominee designated by the Agent, in any case, for the ratable benefit
of the Secured Parties subject to the terms of this Agreement. Although the
Agent shall consult with the Secured Parties as to the general operation and
disposition of any Collateral for which title has been acquired through
foreclosure or otherwise, the consent of the Secured Parties shall not be
required for matters and decisions by the Agent relating to the management,
operation, or repair of the Collateral so acquired.

                    (iv)  The costs of repossession, sale, possession and
management (including, without limitation, any costs of holding any Collateral
the title to which is acquired by the Agent on behalf of the Secured Parties),
and distribution pursuant to this Section 7 shall be an obligation of the
Company, and to the extent the Company does not cover such costs, shall be borne
Pro Rata by the Secured Parties until repaid by the Company. Each Secured Party
shall reimburse the Agent for its Pro Rata share of all such costs promptly upon
demand. Without limiting any obligations of one Secured Party to reimburse the
Agent as contained herein, in the event of the Company's failure to pay taxes,
assessments, insurance premiums, claims against the Collateral or any other
amount required to be paid by the Company pursuant to any Transaction Documents,
the Agent may (but shall not be obligated to) advance amounts necessary to pay
the same, and each Secured Party agrees to reimburse the Agent promptly upon
demand for its Pro Rata share of any such payments, provided Agent has advanced
such amounts with the approval of the Majority Secured Parties. "Pro Rata"
means, as to any Secured Party at any time, (a) with respect to the Secured
Obligations, the percentage equivalent at such time of (i) such Secured Party's
aggregate unpaid Secured Obligation amount under the Notes, divided by (ii) the
combined aggregate unpaid Secured Obligation amount of all Notes of all Secured
Parties.

          8.   Amendments; Waivers; Etc. No amendment or waiver of any provision
of this Agreement, and no consent to any departure by the Company herefrom,
shall in any event be effective unless the same shall be in writing and signed
by Secured Parties holding at least 66-2/3% in interest of the outstanding
principal amount of the Notes, and any such amendment, waiver or consent shall
be binding upon all Secured Parties, provided that such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given. No 

                                       7

 
failure on the part of any of the Secured Parties to exercise, and no delay in
exercising any right hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right.

          9.   Notices; Etc. All notices and other communications provided for
hereunder shall be in writing (including telegraphic, telecopier or telex
communication) and mailed, telegraphed, telecopied, telexed or delivered to, in
the case of the Company and the Secured Parties, addressed to it at its
respective address as provided in the Securities Purchase Agreement. All such
notices and other communications shall, when mailed, telegraphed, telecopied or
telexed, be effective when deposited in the mails, delivered to the telegraph
company, telecopied or confirmed by telex answerback, respectively, addressed as
aforesaid. Delivery by telecopier of an executed counterpart of any amendment or
waiver of any provision of this Agreement or of Schedule I hereto shall be
effective as delivery of an original executed counterpart thereof.

          10.  Continuing Security Interest; Assignments under the Notes. This
Agreement shall create a continuing security interest in the Collateral and
shall (a) remain in full force and effect until the indefeasible payment in full
of the Secured Obligations, (b) be binding upon the Company, its successors and
assigns and (c) inure, together with the rights and remedies of the Secured
Parties hereunder, to the benefit of the Secured Parties and its respective
successors, transferees and assigns. Without limiting the generality of the
foregoing clause (c), if any of the Secured Parties transfers all or any portion
of its rights and obligations under its Note to any other Person, such other
Person shall thereupon become vested with all the benefits in respect thereof
granted to a Secured Party herein or otherwise.

          11.  Release; Termination.

          (a)  Upon any sale, lease, transfer or other disposition of any item
of Collateral of the Company to any Person, such Collateral shall be
automatically deemed released from the rights, pledge, assignment and security
interest of the Secured Parties hereunder. The Secured Parties will, at the
Company's expense, within five (5) Business Days, execute and deliver to the
Company such documents as the Company shall reasonably request to evidence the
release of such item of Collateral from the assignment and security interest
granted hereby; provided, however, that the Company shall have delivered to the
Secured Parties a written request for release together with a form of release
for execution by the Secured Parties.

          (b)  Upon the indefeasible payment in full of the Secured Obligations,
the pledge, assignment and security interest granted hereby shall terminate and
all rights to the Collateral shall revert to the Company. Upon any such
termination, the Secured Parties will execute and deliver to the Company such
documents as the Company shall reasonably request to evidence such termination.

                                       8

 
          12.  Security Interest Absolute. The rights hereunder of the Secured
Parties and the obligations hereunder of the Company, shall be not deemed
modified or waived by, and the Company hereby irrevocably waives (to the maximum
extent permitted by applicable law) any defenses it may now have or may
hereafter acquire in any way to the exercise of the rights hereunder of the
Secured Parties resulting from, any or all of the following:

               (a)  any taking, exchange, release or non-perfection of any
     Collateral or any other collateral, or any taking, release or amendment or
     waiver of or consent to departure from any guaranty, for all or any of the
     Secured Obligations;

               (b)  any manner of application of any Collateral or any other
     collateral, or proceeds thereof, to all or any of the Secured Obligations,
     or any manner of sale or other disposition of any Collateral, in each case
     so long as the same is effected in accordance with Secured Parties' rights
     under Section 7 hereof and the NY. Uniform Commercial Code;

               (c)  any change, restructuring or termination of the corporate
     structure or existence of the Company;

               (d)  any change in the time, manner or place of payment of, or in
     any other term of, all or any of the Secured Obligations or any other
     obligations or any consent to any departure from the Notes, including,
     without limitation, any increase in the Secured Obligations resulting from
     the extension of additional credit to the Company; or

               (e)  any other circumstance (including, without limitation, any
     statute of limitations) or any existence of or reliance on any
     representation by the Secured Parties that might otherwise constitute a
     defense available to, or a discharge of, the Company of any security
     interest granted hereunder.

     This Agreement shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of any of the Secured Obligations is
rescinded or must otherwise be returned by the Secured Parties or by any other
Person upon the insolvency, bankruptcy or reorganization of the Company or
otherwise, all as though such payment had not been made.

          13.  Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of an original executed
counterpart of this Agreement.

          14.  Governing Law; Terms; Submission to Jurisdiction. All questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of New
York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of
the state and federal courts sitting in the City of New York, borough of
Manhattan, for the adjudication of any dispute hereunder or in connection
herewith or with any transaction

                                       9

 
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under the Securities Purchase Agreement and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. Such service shall be deemed effective five (5) Business
Days after mailing. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR
ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

                                       10

 
IN WITNESS WHEREOF, the Company and the Secured Parties have caused this
Agreement to be duly executed and delivered as of the date first above written.

COMPANY:                            SECURED PARTIES:

AT HOME CORPORATION                 HFTP INVESTMENT L.L.C.

                                    By:  Promethean Asset Management, L.L.C.
                                    Its: Investment Manager


By:____________________________     By:____________________________________
Name:__________________________     Name:__________________________________
Title:_________________________     Title:_________________________________ 
 

                                    GAIA OFFSHORE MASTER FUND, LTD.
 
                                    By: Promethean Asset Management L.L.C
                                    Its: Investment Manager

                                    By:____________________________________
                                    Name:__________________________________
                                    Title:_________________________________ 

 
                                    LEONARDO, L.P.
 
                                    By:  Angelo, Gordon & Co., L.P.
                                    Its:  General Partner

                                    By:____________________________________
                                    Name:__________________________________
                                    Title:_________________________________ 



                    [Signature Page to Security Agreement]
                                                            

                                       11

 
                                                               Schedule I to the
                                                              Security Agreement

                             CHIEF EXECUTIVE OFFICE
                     AND FEDERAL TAX IDENTIFICATION NUMBER

                                            Federal Tax
Chief Executive Office                      Identification Number

At Home Corporation                         77-0408542
450 Broadway Street
Redwood City, California 94063
Telephone: (650) 556-5000
Facsimile: (650) 556-3430

 
                                                              Schedule II to the
                                                              Security Agreement

                               UCC FILING OFFICES


Secretary of State of State of California

County Recorder's Office, San Mateo County

Secretary of State of Delaware