Content License And Co-Branded Area Agreement - At Home Corp. and Embark.com


                                                            CONFIDENTIAL

                CONTENT LICENSE AND CO-BRANDED AREA AGREEMENT                 

This agreement ("Agreement") is entered into as of the 30th day of September, 
1999 ("Effective Date"), by and between Excite, Inc., a wholly owned 
subsidiary of At Home Corporation, located at 450 Broadway, Redwood City, 
California 94063 ("[email protected]"), and Embark.com, a California corporation, 
located at 111 Townsend Street San Francisco, CA  94107 ("Content Provider"). 

                               RECITALS

A.   [email protected] maintains a site on the Internet at http://www.Excite.com 
     and owns and/or manages related narrowband Web sites worldwide 
     (collectively, the "Excite Network") which, among other things, allow 
     its users to search for and access content and other sites on the 
     Internet. 

B.   [email protected] maintains a broadband internet service currently available 
     to subscribers.  

C.   [email protected] also maintains and/or manages certain Web pages which may be 
     delivered to users worldwide via email, desktop "channels" or Internet 
     "push" technologies, and wireless technology (collectively, "Broadcast 
     Pages") which may incorporate content supplied to [email protected] by third 
     parties for the purpose of providing value to [email protected] users and 
     providing access to the content, products and/or services of such third 
     parties.

D.   Content Provider owns or has the right to distribute certain education 
     and lifelong learning content and resources and maintains a related site 
     on the Internet at http://www.embark.com (the "Content Provider Site") 
     for which it wishes to generate increased traffic, user registrations 
     and educational transactions.  

E.   [email protected] and Content Provider wish to distribute Content Provider's 
     content through the Excite Network, Broadcast Pages, and the 
     [email protected] broadband internet service, establish and maintain related 
     co-branded pages in the Content Provider Site, establish links between 
     the Excite Network, [email protected] broadband internet service and the 
     co-branded pages in the Content Provider Site and display banner 
     advertising promoting Content Provider on the Excite Network .

Therefore, the parties agree as follows:

1.  PROMOTION ON THE EXCITE NETWORK
     
      a)   Content Provider will publish to [email protected] subsets of its 
           content in an XML format (e.g. captions, brief 2 sentence 
           descriptions, news headlines, pointers into longer descriptions 
           and abstracts) in order for [email protected] to integrate "portions" 
           of the content into its search results, directory results and other 
           areas of the Excite Network in order to drive traffic to the Co-
           Branded Area, as defined below ("Content"). Content Provider will 
           also 

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* Portions of this exhibit have been omitted and filed separately with the 
  Commission pursuant to a request for confidential treatment under Rule 406.

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           provide database mappings necessary to maximize search integration 
           for the Co-Branded Area.

      b)   [email protected] will create web pages incorporating the Content (the 
           "Content Pages).

      c)   Content Provider will be featured in relevant areas of the Excite 
           Network through a display of the Content.  Content will be 
           displayed on the Excite Network as follows: programmed search 
           results, on the home page of the Education Channel and the home 
           pages of the following subchannels: [*] and subchannels as 
           mutually agreed by the parties.  Content Provider may be featured, 
           outside the Education Channel, in additional areas that may 
           include [*] and relevant subchannels including [*] and other areas 
           as mutually agreed.  In the event that [email protected] alters the 
           taxonomy of the Education Channel, [email protected] will consider in 
           good faith providing Content Provider similar placement in the new 
           channel design.  All placements are subject to change to conform 
           to any redesign of the Excite Network, and/or changes/additions to 
           platform or technology; provided, however, in no event will the 
           placements be reduced in prominence or quality relative to the 
           placements described above.

      d)   The Content may be incorporated into certain additional pages in 
           the Excite Network and reasonable excerpts or portions of the 
           Content Previews may be incorporated into Broadcast Pages, at 
           [email protected]'s discretion. 

      e)   Content Provider and [email protected] will determine mutually agreeable 
           methods for the transmission and incorporation of updates to the 
           Content.  Other than updates to the Content, Content Provider will 
           not alter the Content without [email protected]'s prior consent. 
     
      f)   [email protected] will have sole control over of the "look and feel" of 
           the Excite Network. [email protected] will have sole control over of the 
           content, composition, "look and feel" and distribution of the 
           Broadcast Pages.  [email protected] will have sole responsibility for 
           providing, hosting and maintaining, at its expense, the Excite 
           Network and for providing and delivering the Broadcast Pages.

      g)   Content Provider will have sole responsibility for providing, at 
           its expense, the Content to [email protected]


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2.  THE CO-BRANDED AREA 

      a)   Content Provider will design and create Web pages ("Co-Branded 
           Pages" or, collectively, the "Co-Branded Area") with the 
           functionality and content described in Exhibit A (the "Co-Branded 
           Content").  Each Co-Branded Page will display the name and/or 
           brands of Content Provider and [email protected] in substantially 
           similar size and prominence.  The placement and appearance of 
           branding shall be consistent with branding across the Excite 
           Network, as it may be changed from time to time.  Content Provider 
           and [email protected] will collaborate on the "look and feel" of the 
           Co-Branded Pages including, but not limited to, the display, 
           appearance and placement of the parties' respective names and/or 
           brands and of advertising displayed on the Co-Branded Pages.  
           [email protected] will have final approval over the "look and feel" of 
           the Co-Branded Pages, which approval will not be unreasonably 
           withheld.
     
      b)   The Co-Branded Area and Co-Branded Pages will comply with 
           [email protected] guidelines including but not limited to page 
           performance standards, headers and other design/user interface 
           standards. 
     
      c)   The Co-Branded Area will be hosted by Content Provider.  The 
           Co-Branded Area will be displayed on a URL masked to the 
           Excite.com URL, or other URL as determined by [email protected] and 
           [email protected] will receive page view and reach credit. Content 
           Provider will have sole responsibility for providing and 
           maintaining, at its expense, the Content Provider Site, the 
           Co-Branded Area, the Co-Branded Content and any updates thereto.

      d)   Each Co-Branded Page will include one or more links to the Excite 
           Network.  [email protected] will supply Content Provider with the URLs 
           for these links.

      e)   Other than updates to the Co-Branded Content and to advertising 
           displayed on the Co-Branded Pages, Content Provider will not 
           change the Co-Branded Area without [email protected]'s prior consent, 
           which consent will not be unreasonably withheld.

      f)   [email protected] may, upon thirty (30) days prior notice to Content 
           Provider, request reasonable revisions to the Co-Branded Area as 
           needed to reflect changes that will not adversely affect Content 
           Provider, such as changes to [email protected] "look and feel", 
           [email protected]'s name and/or brand or changes to the URLs for the 
           links to the Excite Network. Content Provider will use reasonable 
           efforts to accommodate [email protected]'s requested changes within the 
           fifteen (15) day period. 


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* Portions of this exhibit have been omitted and filed separately with the 
  Commission pursuant to a request for confidential treatment under Rule 406.

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3.  BROADBAND DISTRIBUTION

      a)   Content Provider will be featured on the [email protected] Broadband 
           Internet Service.  The Broadband Internet Service will be subject 
           to design, programming and look and feel standards that might be 
           different than those on the Excite Network.  Placement on the 
           Broadband Internet Service will be substantially similar in the 
           level of promotion as provided on the Excite Network.  Broadband 
           Internet Service means any Internet web site programmed by 
           [email protected] and designed for users of high speed internet 
           connectivity.

      b)   Each page of the Co-Branded Area for the [email protected] Broadband 
           Internet Service will display the name and/or brands of Content 
           Provider and [email protected] in substantially similar size and 
           prominence. The placement and appearance of branding shall be 
           consistent with branding across the [email protected] Broadband Internet 
           Service, as it may be changed from time to time.

4.  ADVERTISING AND FEES

      a)   [email protected] will be solely responsible for selling advertising on 
           the Content Pages and Co-Branded Pages.

      b)   Content Provider will pay [email protected] Total Fees as shown in Table 
           A.  Total Fees include Promotion Fees, Transaction Fees and 
           Advertising Fees, as  defined below.  Total Fees will be due at 
           the beginning of each applicable year and payable within thirty 
           days of the beginning of each applicable year.  Any Additional 
           Transaction Payment, as defined below, due pursuant to Section 
           3(f) will be due within thirty (30) days of the end of each 
           calendar quarter.

           TABLE A

           Total Fees

           Year 1:  [*]

           Year 2:  [*]

           Year 3:  [*]

           Year 1 is defined as the twelve month period between October 1, 
           1999 and September 30, 2000.  Year 2 is defined as the twelve 
           month period between October 1, 2000 and September 30, 2001.  Year 
           3 is defined as the sixteen month period between October 1, 2001 
           and January 31, 2003.

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                                                            CONFIDENTIAL

      c)   Allocation of Total Fees:

           (i)   [*]
           
                  [*]

                  Year 1:  [*]

                  Year 2:  [*]

                  Year 3:  [*]
           

           (ii)  [*] 

                  Year 1:  [*]

                  Year 2:  [*]

                  Year 3:  [*]
        
   
           (iii) [*]

                  Year 1:  [*]

                  Year 2:  [*]

                  Year 3:  [*]
           

      d)   Content Provider will pay [email protected] on a quarterly basis [*] of 
           the Transaction Gross Margins in excess of [*] per quarter in 
           Year 1, [*] per quarter in Year Two and [*] per quarter in Year 3 
           which accrues to Content Provider during the applicable quarter 
           and which are generated by applicants who are referred from the 
           Co-Branded Areas of the Excite Network and the [email protected] 
           Broadband Internet Service ("Additional Transaction Fee").  
           Transaction Gross Margins means revenue from transactions such as 
           [*] and [*] on the Co-Branded Areas less cost of goods sold.

      e)   In order to drive additional traffic to the Co-Branded Area, in 
           addition to the promotion and distribution provided in Sections 1 
           and 4, the Advertising Fee, as described above, will be applied to 
           the purchase of available advertising banners and sponsorship 
           inventory in the Education and [*] and other areas of Excite 
           Network and/or 

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           Broadband Internet Service as mutually agreed. [email protected] will 
           provide advertising to Content Provider at preferred advertising 
           rates.

      f)   With each payment, Content Provider will provide to [email protected] 
           documentation reasonably detailing the calculation of the payment.

      g)   Content Provider will maintain accurate records with respect to 
           the calculation of all payments due under this Agreement.  
           [email protected] may, upon no less than thirty (30) days prior written 
           notice to Content Provider, cause an independent Certified Public 
           Accountant to inspect the records of Content Provider reasonably 
           related to the calculation of such payments during Content 
           Provider's normal business hours.  The fees charged by such 
           Certified Public Accountant in connection with the inspection will 
           be paid by [email protected] unless the payments made to [email protected] are 
           determined to have been less than ninety-five percent (95%) of the 
           payment owed to [email protected], in which case Content Provider will 
           be responsible for the payment of the reasonable fees for such 
           inspection.

      h)   Neither party will make any public statement, press release or 
           other announcement relating to the terms of or existence of this 
           Agreement without the prior written approval of the other.  
           Notwithstanding the foregoing, either party hereby grants to the 
           other the right to issue an initial press release, the timing and 
           wording of which will be subject to the other party's reasonable 
           approval, regarding the relationship between [email protected] and 
           Content Provider.

5.  COMMUNITIES AND REGISTRATION

      a)   Co-Branded Pages will display links that point to [email protected] 
           community products which include message boards, chat, clubs, home 
           pages, instant messaging, calendar, address book, email, photos 
           and any other community products developed by [email protected] during 
           the term of this Agreement ("Community Products"). Content 
           Provider will not feature [email protected] community products on 
           the Co-Branded Area without the written permission of [email protected]

      b)   Content Provider will, at [email protected]'s discretion, integrate the 
           Co-Branded Content with [email protected]'s Universal Registration 
           System.  Content Provider will integrate according to 
           [email protected]'s technical and operational specifications. Each 
           party will incur their own costs related to the integration.  


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* Portions of this exhibit have been omitted and filed separately with the 
  Commission pursuant to a request for confidential treatment under Rule 406.

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6.  USAGE REPORTS AND USER DATA 

      a)   Content Provider and [email protected] will each provide the other via 
           email usage reports containing the information set forth in 
           Exhibit B ("Usage Reports").  Each Usage Report will cover a 
           calendar month and will be delivered within fifteen (15) days 
           following the end of the applicable month.  The parties may, by 
           mutual written agreement, alter the content and the timing of the 
           delivery of the Usage Reports.

      b)   CONTENT PROVIDER AND [email protected] WILL USE REASONABLE EFFORTS TO 
           ENSURE THE ACCURACY OF THE USAGE REPORTS BUT NEITHER PARTY 
           WARRANTS THAT THE USAGE REPORTS WILL CONFORM TO ANY SPECIFICATIONS 
           AT ANY GIVEN TIME.  NEITHER PARTY WILL BE HELD LIABLE FOR ANY 
           CLAIMS AS THEY RELATE TO SUCH USAGE REPORTS, EXCEPT TO THE EXTENT 
           THAT SUCH USAGE REPORTS SERVE AS THE BASIS FOR PAYMENTS UNDER THIS 
           AGREEMENT.

      c)   For the purpose of this Agreement, "User Data" shall mean all 
           information submitted by a user (the "User") in the Co-Branded 
           Area with the exception of data entered into a college's specific 
           application or inquiry system, trading data, credit card numbers, 
           checking account numbers, etc. "Individually Identifiable User 
           Data" shall mean that subset of "User Data" which can be 
           reasonably used to identify a specific individual such as their 
           name, address, phone number, etc.

      d)   Both parties acknowledge that any individual user of the 
           Internet could be a customer of [email protected], Inc. and/or Content 
           Provider through activities unrelated to this Agreement.  Both 
           parties further acknowledge that any User Data gathered 
           independent of this Agreement, even for Users that utilize both 
           party's services, shall not be covered by this Agreement.

      e)   Both parties will provide to each other all User Data collected in 
           the Co-Branded Area in connection with this Agreement within 
           thirty (30) days following the end of each calendar month in a 
           standard electronic format to be mutually agreed upon by the 
           parties.

      f)   The User Data shall be deemed to be the joint property of the 
           parties, so long as the joint ownership of such data is not in 
           violation of the privacy policy of either party, provided, 
           however, Content Provider will provide [email protected] the User Data 
           set described in Section 6 (h) below [*]


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           [*]
           
      g)   Both parties agree that they will not sell, disclose, transfer, or 
           rent the Individually Identifiable User Data to any third party, 
           nor will either party use said Individually Identifiable User Data 
           on behalf of any third party, without the express permission of 
           the User.  In such cases where User permission for dissemination 
           of Individually Identifiable User Data has been obtained, Content 
           Provider shall use all reasonable efforts to include and enforce 
           within such dissemination contracts or agreements a requirement 
           for the inclusion of an unsubscribe feature in all email 
           communications generated by, or on behalf of, third party users of 
           said Individually Identifiable User Data. Content Provider agrees 
           that it will at all times maintain and comply with standards and 
           privacy policy that are no less protective of User Data than the 
           then current [email protected] privacy policy and standards.

      h)   Content Provider agrees that for all customer registrations, a 
           minimum set of User Data shall be delivered in a format to be 
           defined by [email protected] and which shall from time to time be 
           modified at [email protected]'s option.  Nothing in this clause should 
           be interpreted to prevent Content Provider from collecting 
           additional information as is deemed desirable by mutual consent of 
           both parties.

7.  CONTENT OWNERSHIP AND LICENSE

      a)   Content Provider will retain all right, title and interest in and 
           to the Content and the Co-Branded Content worldwide (including, 
           but not limited to, ownership of all copyrights and other 
           intellectual property rights therein).  Subject to the terms and 
           conditions of this Agreement, Content Provider hereby grants to 
           [email protected] a royalty-free, non-exclusive, worldwide license to 
           use, reproduce, distribute, transmit and publicly display the 
           Content in accordance with this Agreement and to sub-license the 
           Content to [email protected]'s parent, wholly-owned subsidiaries or to 
           joint ventures in which [email protected] participates for the sole 
           purpose of using, reproducing, distributing, transmitting and 
           publicly displaying the Content in accordance with this Agreement. 
             

      b)   [email protected] will retain all right, title, and interest in and to 
           the Excite Network and the Broadcast Pages worldwide (including, 
           but not limited to, ownership of all copyrights, look and feel and 
           other intellectual property rights therein).


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  Commission pursuant to a request for confidential treatment under Rule 406.

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8.  TRADEMARK OWNERSHIP AND LICENSE 
     
      a)   Content Provider will retain all right, title and interest in and 
           to its trademarks, service marks and trade names worldwide, 
           subject to the limited license granted to [email protected] hereunder.
     
      b)   [email protected] will retain all right, title and interest in and to 
           its trademarks, service marks and trade names worldwide, subject 
           to the limited license granted to Content Provider hereunder.
     
      c)   Each party hereby grants to the other a non-exclusive, limited 
           license to use its trademarks, service marks or trade names only 
           as specifically described in this Agreement.  All such use shall 
           be in accordance with each party's reasonable policies regarding 
           advertising and trademark usage as established from time to time. 
     
      d)   Upon the expiration or termination of this Agreement, each party 
           will cease using the trademarks, service marks and/or trade names 
           of the other except:
     
           i)    As the parties may agree in writing; or
           
           ii)   To the extent permitted by applicable law.

9.  TERM

           The term of this Agreement will begin on the Effective Date and 
           will end on January 31, 2003.   The Agreement will automatically 
           renew for terms of six (6) months each, unless either party 
           notifies the other in writing at least thirty (30) days prior to 
           automatic renewal that it does not wish to renew this Agreement.

10. PREMIER STATUS

           Content Provider will be the premier provider of college search, 
           scholarship, financial aid, test preparation and online 
           applications on the Education Channel. [email protected] will use 
           commercially reasonable efforts not to display content or banner 
           advertising from Content Provider Competitors or otherwise 
           promote, above the fold, the same content from the Content 
           Provider Competitors.  Content Provider Competitors mean 
           Peterson's, College Board, [*], Princeton Review, and Kaplan. Upon 
           written notice from Content Provider, [email protected] will remove 
           Content Provider Competitor advertising or promotion from the 
           Co-Branded Area as described above.


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  Commission pursuant to a request for confidential treatment under Rule 406.

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11. TERMINATION

      a)   Either party may terminate this Agreement if the other party 
           materially breaches its obligations hereunder and such breach 
           remains uncured for thirty (30) days following the notice to the 
           breaching party of the breach, with the following exceptions:

           (i)   In the event of three or more errors, failures or outages of 
                 the Content or the Co-Branded Content in any thirty (30) day 
                 period,  [email protected] may elect to immediately terminate this 
                 Agreement upon written notice to Content Provider and enter 
                 into an other arrangements for the acquisition of similar 
                 content;

           (ii)  Content Provider will ensure that the Content and Co-Branded 
                 Content will at all times be at least comparable to any 
                 other source of similar topical content available on the 
                 Internet in terms of the following factors, taken as a 
                 whole:  (i) breadth and depth of coverage, (ii) timeliness 
                 of content updates and (iii) tools and functionality and 
                 (iv) reputation and ranking based on a cross-section of 
                 third party reviewers in terms of features, functionality, 
                 quality and other qualitative factors.  If the Content 
                 becomes less comparable, as described above, [email protected] 
                 will inform Content Provider and provide Content Provider 
                 with thirty (30) days to update the Content.  In the event 
                 that Content Provider fails to meet these quality criteria, 
                 [email protected] may terminate this agreement on thirty (30) days 
                 written notice and enter into an other arrangements for the 
                 acquisition of similar content 

           (iii) Notwithstanding the foregoing, [email protected] may terminate 
                 this Agreement if Content Provider fails to pay any amount 
                 due hereunder and such non-payment remains uncured for 
                 twenty-one (21) days following notice to the Content 
                 Provider of non-payment.

      b)   All payments that have accrued prior to the termination or 
           expiration of this Agreement will be payable in full within thirty 
           (30) days thereof.

      c)   The provisions of this Section, Section 12 (Confidentiality), 
           Section 13 (Warranty and Indemnity), Section 14 (Limitation of 
           Liability) and Section 15 (Dispute Resolution) will survive any 
           termination or expiration of this Agreement. 

12. CONFIDENTIALITY

      a)   For the purposes of this Agreement, "Confidential Information" 
           means information about the disclosing party's (or its suppliers') 
           business or activities that is proprietary and confidential, which 
           shall include all business, financial, technical and other 
           information of a party marked or designated by such party as 
           "confidential" or "proprietary"; or information 


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           which, by the nature of the circumstances surrounding the 
           disclosure, ought in good faith to be treated as confidential.

      b)   Confidential Information will not include information that (i) is 
           in or enters the public domain without breach of this Agreement, 
           (ii) the receiving party lawfully receives from a third party 
           without restriction on disclosure and without breach of a 
           nondisclosure obligation or (iii) the receiving party knew prior 
           to receiving such information from the disclosing party or 
           develops independently.

      c)   Each party agrees (i) that it will not disclose to any third party 
           or use any Confidential Information disclosed to it by the other 
           except as expressly permitted in this Agreement and (ii) that it 
           will take all reasonable measures to maintain the confidentiality 
           of all Confidential Information of the other party in its 
           possession or control, which will in no event be less than the 
           measures it uses to maintain the confidentiality of its own 
           information of similar importance.

      d)   Notwithstanding the foregoing, each party may disclose 
           Confidential Information (i) to the extent required by a court of 
           competent jurisdiction or other governmental authority or 
           otherwise as required by law or (ii) on a "need-to-know" basis 
           under an obligation of confidentiality to its legal counsel, 
           accountants, banks and other financing sources and their advisors.

      e)   The information contained in the Usage Reports provided by each 
           party hereunder will be deemed to be the Confidential Information 
           of the disclosing party.

      f)   The terms and conditions of this Agreement will be deemed to be 
           the Confidential Information of each party and will not be 
           disclosed without the written consent of the other party.

13. WARRANTY AND INDEMNITY  

      a)   Content Provider warrants that it owns, or has obtained the right 
           to distribute and make available as specified in this Agreement, 
           any and all content provided to [email protected] or made available to 
           third parties in connection with this Agreement.

      b)   Content Provider warrants that the Content will comply with the 
           description and technical specifications contained in Exhibit A.  
           Content Provider warrants that the Co-Branded Content will comply 
           with the description and technical specifications contained in 
           Exhibit B.

      c)   Content Provider will indemnify, defend and hold harmless 
           [email protected], its affiliates, officers, directors, employees, 
           consultants and agents from 

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           any and all third party claims, liability, damages and/or costs 
           (including, but not limited to, attorneys fees) arising from:

           i)   The breach of any warranty, representation or covenant in 
                this Agreement;

           ii)  Any claim that the Content or Co-Branded Content infringes 
                or violates any third party's copyright, patent, trade 
                secret, trademark, right of publicity or right of privacy or 
                contains any defamatory content; or

           iii) Any claim arising from content displayed on the Content 
                Provider Site other than the Co-Branded Content.

           [email protected] will promptly notify Content Provider of any and all 
           such claims and will reasonably cooperate with Content Provider 
           with the defense and/or settlement thereof (which shall be under 
           the control of Content Provider); provided that, if any settlement 
           requires an affirmative obligation of, results in any ongoing 
           liability to or prejudices or detrimentally impacts [email protected] in 
           any way and such obligation, liability, prejudice or impact can 
           reasonably be expected to be material, then such settlement shall 
           require [email protected]'s written consent (not to be unreasonably 
           withheld or delayed) and [email protected] may have its own counsel in 
           attendance at all proceedings and substantive negotiations 
           relating to such claim.

      d)   Excite will indemnify, defend and hold harmless Content Provider, 
           its affiliates, officers, directors, employees, consultants and 
           agents from any and all third party claims, liability, damages 
           and/or costs (including, but not limited to, attorneys fees) 
           arising from:

           i)   Its breach of any warranty, representation or covenant in 
                this Agreement; or

           ii)  Any claim arising from content displayed on the Excite 
                Network other than the Content or Co-Branded Pages.           

           Excite's obligation to indemnify Content Provider is conditioned 
           upon Content Provider promptly notifying Excite of any and all 
           such claims, unless the failure to notify does not materially and 
           adversely affect Excite's defense. Content Provider will 
           reasonably cooperate with Excite with the defense and/or settlement 
           thereof; provided that, if any settlement requires an affirmative 
           obligation of, results in any ongoing liability to or prejudices or 
           detrimentally impacts Content Provider in any way and such 
           obligation, liability, prejudice or impact can reasonably be expected
           to be material, then such settlement shall require Content Provider's
           written consent (not to be unreasonably withheld or delayed) and 
           Content Provider may have its own counsel in attendance at all 


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           proceedings and substantive negotiations relating to such claim at 
           Content Provider's sole cost and expense.

      e)   EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY 
           WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT 
           AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL 
           IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR 
           PURPOSE REGARDING SUCH SUBJECT MATTER.

14. LIMITATION OF LIABILITY

           EXCEPT UNDER SECTION 13(c), IN NO EVENT WILL EITHER PARTY BE 
           LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL 
           DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING 
           NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN 
           ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  THE LIABILITY OF 
           [email protected] FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN 
           CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL 
           NOT EXCEED, THE AMOUNTS ACTUALLY PAID BY CONTENT PROVIDER TO 
           [email protected] HEREUNDER.

15. DISPUTE RESOLUTION

      a)   The parties agree that any breach of either of the parties' 
           obligations regarding trademarks, service marks or trade names 
           and/or confidentiality would result in irreparable injury for 
           which there is no adequate remedy at law.  Therefore, in the event 
           of any breach or threatened breach of a party's obligations 
           regarding trademarks, service marks or trade names or 
           confidentiality, the aggrieved party will be entitled to seek 
           equitable relief in addition to its other available legal remedies 
           in a court of competent jurisdiction.  For the purposes of this 
           section only, the parties consent to venue in either the state 
           courts of the county in which [email protected] has its principal place 
           of business or the United States District Court for the Northern 
           District of California.

      b)   In the event of disputes between the parties arising from or 
           concerning in any manner the subject matter of this Agreement, 
           other than disputes arising from or concerning trademarks, service 
           marks or trade names and/or confidentiality, the parties will 
           first attempt to resolve the dispute(s) through good faith 
           negotiation.  In the event that the dispute(s) cannot be resolved 
           through good faith negotiation, the parties will refer the 
           dispute(s) to a mutually acceptable mediator for hearing in the 
           county in which [email protected] has its principal place of business.

                                      13

* Portions of this exhibit have been omitted and filed separately with the 
  Commission pursuant to a request for confidential treatment under Rule 406.

                                                             CONFIDENTIAL


      c)   In the event that disputes between the parties arising from or 
           concerning in any manner the subject matter of this Agreement, 
           other than disputes arising from or concerning trademarks, service 
           marks or trade names and/or confidentiality, cannot be resolved 
           through good faith negotiation and mediation, the parties will 
           refer the dispute(s) to the American Arbitration Association for 
           resolution through binding arbitration by a single arbitrator 
           pursuant to the American Arbitration Association's rules 
           applicable to commercial disputes.  The arbitration will be held 
           in the county in which [email protected] has its principal place of 
           business.

16. GENERAL

      a)   ASSIGNMENT.  Neither party may assign this Agreement, in whole or 
           in part, without the other party's written consent (which will not 
           be unreasonably withheld), except that no such consent will be 
           required in connection with a merger, reorganization or sale of 
           all, or substantially all, of such party's assets.  Any attempt to 
           assign this Agreement other than as permitted above will be null 
           and void.

      b)   GOVERNING LAW.  This Agreement will be governed by and construed 
           in accordance with the laws of the State of California, 
           notwithstanding the actual state or country of residence or 
           incorporation of Content Provider.

      c)   NOTICE.  Any notice under this Agreement will be in writing and 
           delivered by personal delivery, express courier, confirmed 
           facsimile, confirmed email or certified or registered mail, return 
           receipt requested, and will be deemed given upon personal 
           delivery, one (1) day after deposit with express courier, upon 
           confirmation of receipt of facsimile or email or five (5) days 
           after deposit in the mail.  Notices will be sent to a party at its 
           address set forth below or such other address as that party may 
           specify in writing pursuant to this Section.

      d)   NO AGENCY.  The parties are independent contractors and will have 
           no power or authority to assume or create any obligation or 
           responsibility on behalf of each other.  This Agreement will not 
           be construed to create or imply any partnership, agency or joint 
           venture.

      e)   FORCE MAJEURE.  Any delay in or failure of performance by either 
           party under this Agreement will not be considered a breach of this 
           Agreement and will be excused to the extent caused by any 
           occurrence beyond the reasonable control of such party including, 
           but not limited to, acts of God, power outages and governmental 
           restrictions.

      f)   SEVERABILITY.  In the event that any of the provisions of this 
           Agreement are held by to be unenforceable by a court or 
           arbitrator, the remaining portions of the Agreement will remain in 
           full force and effect.

                                      14


* Portions of this exhibit have been omitted and filed separately with the 
  Commission pursuant to a request for confidential treatment under Rule 406.

                                                             CONFIDENTIAL


      g)   ENTIRE AGREEMENT.  This Agreement is the complete and exclusive 
           agreement between the parties with respect to the subject matter 
           hereof, superseding any prior agreements and communications (both 
           written and oral) regarding such subject matter.  This Agreement 
           may only be modified, or any rights under it waived, by a written 
           document executed by both parties.



Embark.com                          Excite, Inc. 

By:    /s/ Alexander P. Doll          By:    /s/ Mark C. Stevens
       --------------------------            ----------------------------
Name:      Alexander P. Doll          Name:      Mark C. Stevens
       --------------------------            ----------------------------
Title: VP Strategy & Business Dev.    Title: EVP
       --------------------------            ----------------------------
Date:  September 30, 1999             Date:  30 September 1999
       --------------------------            ----------------------------

111 Townsend Street                   450 Broadway
San Francisco, CA  94107              Redwood City, California 94063
(415) 778-6262 (voice)                415.568.6000 (voice)
(415) 778-6263 (fax)                  415.568.6030 (fax)








                                      15

* Portions of this exhibit have been omitted and filed separately with the 
  Commission pursuant to a request for confidential treatment under Rule 406.

                                                             CONFIDENTIAL



                                 EXHIBIT A

           CONTENT AND FUNCTIONALITY DESCRIPTION FOR CO-BRANDED AREA


1.   College & Universities database with detailed information on each, and 
     links to their homepages

2.   Grad School Database (with similar information)

3.   Law school Database (with similar information)

4.   MBA Database (with similar information)

5.   ESL program listing (with a smaller number of profiles)

6.   Scholarship database 

7.   Financial aid road maps/information/calculators for College, MBA, law, 
     and grad school applicants

8.   Choosing a major information for college applicants

9.   Soft content and advice for College, grad, MBA, law, parents, and 
     international students

10.  Links to WebApps and Recruiter

11.  Test Preparation - initially SAT tools, practice tests and information 
     [*], adding more tests later.

12.  Other content to be mutually agreed such as Lifelong learning and 
     Continuing Education, including database of online classes [*], English 
     as a Second Language Programs, Alternative Education Opportunities, Take 
     a Class and Online Education.
 




                                      16

* Portions of this exhibit have been omitted and filed separately with the 
  Commission pursuant to a request for confidential treatment under Rule 406.

                                                             CONFIDENTIAL




                                  EXHIBIT B


                     DESCRIPTION AND FORMAT OF USAGE REPORTS

Content Provider will provide [email protected], on a monthly basis or on a basis 
that is mutually agreed by both parties, usage reports containing the 
following information:

-    Total number of page views generated by links from the Excite Network to 
     the Co-Branded Area.

[email protected] will provide Content Provider, on a monthly basis or on a basis 
that is mutually agreed by both parties, usage reports containing the 
following information:

-    Total number of page views generated by links from the Excite Network to 
     the Content Pages. 














                                      17

* Portions of this exhibit have been omitted and filed separately with the 
  Commission pursuant to a request for confidential treatment under Rule 406.

                                                              CONFIDENTIAL



                                  EXHIBIT C

                             [email protected] COMPETITORS


Amazon.com
America OnLine, Netscape
AltaVista
Ask.com
Askjeeves
Broadcast.com
Disney
Dogpile.com
Geocities
Go Network
Goto.com
Go2net.com
HotBot
Infoseek
LookSmart
Lycos Network
Microsoft/Hotmail  
Miningco.com
NBC
RealNetworks
Roadrunner
Search.com
Snap
Time Warner
Xoom
Yahoo





                                      18

* Portions of this exhibit have been omitted and filed separately with the 
  Commission pursuant to a request for confidential treatment under Rule 406.