Term Sheet - At Home Corp., Shaw Cablesystems Ltd. and Rogers Cablesystems Ltd.


                                   TERM SHEET
                                   ----------

                        BETWEEN AT HOME CORPORATION AND

             SHAW CABLESYSTEMS LTD. AND ROGERS CABLESYSTEMS LIMITED

                                 March 18, 1997

INTRODUCTION

A.   This term sheet sets out the terms under which the parties have agreed that
     Shaw Cablesystems Ltd. ('Shaw') and Rogers Cablesystems Ltd. ('Rogers')
     will distribute in Canada under the co-brand name [email protected] or at their
     option jointly exercised by Rogers and Shaw under the brand name @Home, a
     high speed residential Internet service which shall be created by At Home
     Corporation ('@Home'), Rogers and Shaw and which shall be based on the
     Residential Internet Service (the 'Service') created and to be provided by
     @ Home which includes the @Home division and the @Media division as
     described in the Confidential Offering Memorandum (as defined below);

B.   The parties acknowledge that Canada offers a unique opportunity which the
     parties wish to jointly develop by licensing Rogers and Shaw to create a
     service (the '[email protected] Service') based on the Service and developing a
     business relationship that will ensure the success of the [email protected] Service
     in Canada taking into consideration Canada's unique market, geographic and
     regulatory characteristics; and

C.   Terms commencing with capital letters and not defined in the body of this
     Term Sheet or in any schedule shall bear the meaning ascribed to them in
     Schedule 'A' attached hereto.

1.0  EQUITY INVESTMENT

1.1  PURCHASE OF SHARES AND WARRANTS:  Rogers and Shaw shall each purchase
     -------------------------------                                      
     U.S.$15,000,000 of Series C Convertible Preferred Stock (the 'Series C
     Shares') of @Home as outlined in the confidential offering memorandum
     related to the Series C Shares ('Confidential Offering Memorandum') in
     respect of the Series C Shares as amended by a supplementary offering
     memorandum providing that each of the Series C Shares shall be convertible
     into 20 shares of Series A Common Stock and the purchase price per Series C
     Share shall be $200.00.  As a result of the purchase of such Series C
     Shares, Rogers and Shaw will purchase the warrants as outlined in Schedule
     'B' (the 'Warrants').  The stock purchase agreement of the Series C Shares
     will provide that such shares are transferable to Canadian MSO's who are
     sub-distributors of [email protected]

1.2  RESTRICTIONS ON THE TRANSFER OF SERIES C SHARES:  The parties recognize
     -----------------------------------------------                        
     that restrictions on transfer of the Series C Shares and Series A Shares
     into which they may be converted and restrictions on exercise of the
     Warrants may be required by U.S. securities laws to enable @Home to fulfill
     its financing plans as disclosed to Rogers and Shaw.  The parties agree to
     negotiate the terms of such restrictions in good faith prior to the closing
     with a view to facilitating both @ Home's financing plans and Rogers' and
     Shaw's marketing and 

 
     distribution plans for the [email protected] Service, including the entering into
     of sub-distribution agreements.

1.3  BOARD REPRESENTATION AND OBSERVER STATUS:  As part of the closing
     ----------------------------------------                         
     procedures @Home shall take such actions as are necessary to enable it to
     comply with Schedule 'C'.

2.0  GRANT OF LICENSE AND TERMS OF DISTRIBUTION AGREEMENT

2.1  EXCLUSIVE LICENSE:  Subject to the proviso set out below, effective at the
     -----------------                                                         
     closing contemplated by Section 4 @Home hereby grants, solely for Canada,
     to:

     (A)  Rogers, an exclusive license to distribute, market and promote that
          portion of the Service which as contemplated in paragraph A above
          forms part of the [email protected] Service in those jurisdictions in which
          Rogers is licensed from time to time by the Canadian Radio-television
          and Telecommunications Commission (the 'CRTC') to operate a cable
          distribution undertaking;

     (B)  Shaw, an exclusive license to distribute, market and promote that
          portion of the Service which as contemplated in paragraph A above
          forms part of the [email protected] Service in those jurisdictions in which
          Shaw is licensed from time to time by the CRTC to operate a cable
          distribution undertaking; and

     (C)  Rogers and Shaw jointly, an exclusive license to distribute, market
          and promote directly or through the grant of sub-licenses, that
          portion of the Service which as contemplated in paragraph A above
          forms part of the [email protected] Service in Canada in addition to those
          jurisdictions referred to in sub-paragraph 2.1(A) and (B) above.

     The licenses referred to above are individually referred to as a 'License'
     and collectively as the 'Licenses'.  The Licenses shall include the
     exclusive, nontransferable (except as permitted by this term sheet) right
     and license to use all present and future @Home trade marks, technology,
     processes, know-how, documentation and techniques together with all related
     Intellectual Property Rights as may be developed, owned, acquired or
     licensed by @Home and as may be necessary in providing the [email protected]
     Service in accordance with this term sheet and the right to use such trade
     marks with any other trade mark owned by Rogers or Shaw, or their sub-
     distributors, including the trade mark 'Wave'; all in accordance with
     @Home's written trade mark standards and customary licensing guidelines a
     copy of which shall be appended to the definitive agreement to be entered
     into by the parties as contemplated in paragraph 7.1 below.  Provided that,
     the exclusivity of the Licenses shall terminate at @Home's option to be
     exercised within 90 days of the relevant event (such loss of exclusivity
     shall be @Home's sole remedy):

     (i)  in the case of the License granted to Rogers, if:

          1.  Rogers fails to reach the number of Homes Passed provided for in
          Schedule 'D' attached hereto; or

                                       2

 
                                              ** Confidential treatment has been
                                              requested with respect to certain 
                                              information contained in this 
                                              document. Confidential portions 
                                              have been omitted from the public
                                              filing and have been filed 
                                              separately with the Securities 
                                              and Exchange Commission.

          2.  of the number of Homes Passed provided for in Schedule 'D' Rogers
          has not attained subscribers to the [email protected] Service equal to the
          Penetration Percentage set out in Schedule 'D'

          by the end of the relevant year set out opposite thereto;

     (ii) in the case of the License granted to Shaw, if:

          1.  Shaw fails to reach the number of Homes Passed provided for in
          Schedule 'D' attached hereto; or

          2.  of the number of Homes Passed provided for in Schedule 'D' Shaw
          has not attained subscribers to the [email protected] Service equal to the
          Penetration Percentage set out in Schedule 'D',

          by the end of the relevant year set out opposite thereto;

   (iii)  [**] 

     The time for performance of Rogers' and/or Shaw's obligations as set out
     above, shall be extended day-for-day by (1) to the extent that such failure
     is as a result of a failure by @Home to complete its obligations set out in
     this term sheet, the number of days of any resulting delay in Rogers'
     and/or Shaw's performance of its obligations set out above; or (2) the
     number of days Rogers' or Shaw's performance was prevented or delayed by
     the occurrence of a Force Majeure event; or (3) a cure period of six (6)
     months following notice by @Home to Rogers or Shaw as applicable in the
     event of the failure to meet the levels referred to above.  In the event of
     a loss of the exclusivity of the License, there shall be a three (3) month
     transitional period following such loss of exclusivity during which period
     @Home shall not use or license any third party to use the trade mark @Home
     but may work with other service providers.

2.2  MASTER ROLL-OUT PLAN:  Rogers and Shaw shall distribute the [email protected]
     --------------------                                                 
     Service in accordance with the terms of the Licenses and substantially as
     determined by agreement of @Home, Rogers and Shaw in the Master Roll-Out
     Plan.  The 'Master Roll-Out Plan' means the plan of the parties which sets
     forth the first commercial deployment date, the upgrade schedule and the
     network architecture to enable the launch of the [email protected] Service by
     Rogers and Shaw.  @Home, Rogers and Shaw shall prepare the Master Roll-Out
     Plan taking into account the particular characteristics of the Canadian
     market which in their respective view is relevant to the distribution of
     the [email protected] Service.

                                       3

 
2.3  SUB-DISTRIBUTION AGREEMENTS:  Any agreement entered into by Rogers or Shaw
     ---------------------------                                               
     (directly or indirectly through an entity controlled by Rogers and Shaw)
     with a sub-distributor shall:

     (A)  be substantially in the standard form of sub-distributor or
          affiliation agreement to be approved by the parties hereto and shall
          not be altered in any material respect without the prior written
          consent of @Home, which consent shall not be unreasonably withheld.
          Provided that, such sub-distribution agreements shall be entered into
          only with sub-distributors in accordance with sub-distribution
          guidelines, which shall be mutually agreed upon by the parties hereto;

     (B)  provide for such management fees to be paid by such sub-distributor to
          Rogers and/or Shaw, as applicable, for establishing and managing the
          relationship with such sub-distributor.  Such management fee will be
          set by the Rogers and Shaw and shall be approved by @Home, acting
          reasonably, and shall be sufficient to cover at least Rogers' and
          Shaw's costs and investment in connection with such establishment and
          management.  Rogers and/or Shaw, as applicable, may charge additional
          fees to the sub-distributors for additional or incremental services
          such as billing or customer support; and

     (C)  provide that the rights granted to sub-distributors which require
          performance by @Home, shall be no greater than the rights granted to
          Rogers and Shaw by @Home and that such sub-distributors shall be
          subject to performance standards in order to maintain exclusivity.

     Rogers and Shaw shall promptly notify @Home of any material breach under
     any such sub-distributor or affiliation agreement.  Each of Rogers and Shaw
     (directly or indirectly through an entity controlled by Rogers and Shaw)
     will diligently enforce the provisions of any sub-distributor or
     affiliation agreement.

2.4  REGULATORY CONSIDERATIONS:  Rogers and Shaw will distribute the Service in
     -------------------------                                                 
     accordance with all applicable laws, ordinances, regulations and policies
     of any governmental agency or regulatory authority having jurisdiction.
     The parties acknowledge that Rogers and Shaw are required by the CRTC to
     provide access to their respective networks to third party Internet Service
     providers.  @Home shall provide to each of Rogers and Shaw, as applicable,
     at @Home's cost, system upgrades such as introduction of source based
     routing to enable Rogers and Shaw to provide such access to such third
     parties and Rogers and/or Shaw, as applicable, shall pay a reasonable fee
     to @Home for the use of any of @Home's technology related to such system
     upgrades by Rogers and/or Shaw to enable them to provide such access to
     third parties.  Nothing in this paragraph is intended to derogate from any
     benefit to which @Home is entitled pursuant to the terms hereof nor from
     the obligation of Rogers and Shaw to use its commercially reasonable
     efforts to distribute, market and promote the [email protected] Service.

2.5  RECIPROCAL EXCLUSIVITY:  During the term of the exclusivity of the
     ----------------------                                            
     respective Licenses, other than the provision of the [email protected] Service, and
     provided that @Home is not in default of its obligation under the Master
     Roll-Out Plan, Rogers and Shaw, as applicable, 

                                       4

 




                                              ** Confidential treatment has been
                                              requested with respect to certain 
                                              information contained in this 
                                              document. Confidential portions 
                                              have been omitted from the public
                                              filing and have been filed 
                                              separately with the Securities 
                                              and Exchange Commission.
 
     shall not [**] However, nothing in this paragraph is intended to and
     does not restrict either Rogers or Shaw or their sub-distributors from
     promoting, over an Internet Backbone, programming and content (such as
     Yahoo, YTV Canada Inc. and Canoe). Provided that, the time for performance
     of @Home's obligation set out in the Master Roll-Out Plan shall be extended
     day-for-day by (1) to the extent that such failure is as a result of a
     failure by Rogers and/or Shaw to complete its obligations set out in the
     Master Roll-Out Plan; the number of days of any resulting delay in @Home's
     performance of its obligations set out in this term sheet; or (2) the
     number of days @Home's performance was prevented or delayed by the
     occurrence of a Force Majeure event; or (3) a cure period of six (6) months
     following notice by Rogers and/or Shaw as applicable in the event of the
     failure by @Home to perform its obligations under the Master Roll-Out Plan.

2.6  COVENANTS OF ROGERS AND SHAW:  Rogers and Shaw, each individually with
     ----------------------------                                          
     respect to its own facilities and systems, and severally with respect to
     the obligation to include the same in agreements with sub-distributors,
     covenant and agree with @Home that it will:

     (A)  upgrade and maintain its respective HFC plant to enable it to operate
          two-way data transmission services in accordance with the Master Roll-
          Out Plan and the Standards and Specifications;

     (B)  acquire, install and maintain cable modem termination system (also
          known as a cable data router) and cable modems necessary to provide
          the [email protected] Service;

     (C)  provide such telecommunications facilities necessary to connect their
          respective subscribers to headends and/or fibre nodes, connect such
          headends and/or fibre nodes to @Home's Regional Data Centres ('RDC')
          in Canada and to connect these RDC's to the nearest POP on the U.S.
          side of the border (the 'U.S. POP');

     (D)  be solely responsible for its customers and will provide in any sub-
          distributor agreements that the sub-distributors shall be responsible
          for such sub-distributor's customers including responsibility for
          billing, installation of the hardware and software required to enable
          the customer to receive and use the [email protected] Service, Tier I Customer
          Support and Tier II Technical Support.  Provided that Rogers and Shaw
          may retain @Home to assist it in providing any of the above services
          on terms and at such reasonable fees as the parties shall agree;

     (E)  allow @Home to co-locate RDC's, proxy servers and related equipment at
          such of Rogers' and Shaw's network distribution facilities at no
          charge for the use of such space to @Home.  Provided that @Home will
          use commercially reasonable efforts to optimize space and other
          requirements consistent with its practice with its U.S. Cable
          Partners;

                                       5

 
     (F)  subject to @Home complying with sub-paragraph 2.7(I) provide necessary
          modifications to its billing, subscriber management, and network
          management systems to adequately interface with @Home's support and
          network management system.  @Home shall work with Rogers and Shaw to
          help them, to at least the same degree as the level of assistance
          given by @Home to its U.S. Cable Partners, to minimize their costs for
          the foregoing; and

     (G)  use commercially reasonable, diligent efforts to distribute, market
          and promote the [email protected] Service, on a local, regional and national
          level including promoting the [email protected] Service to potential sub-
          distributors.

2.7  COVENANTS OF @HOME:  In order to facilitate the distribution of the
     ------------------                                                 
     [email protected] Service by Rogers, Shaw and the sub-distributors, in accordance
     with the Master Roll-out Plan, @Home covenants and agrees with each of
     Rogers and Shaw that in addition to the grant of the Licenses, it will, in
     Canada, subject to the other terms and conditions herein:

     (A)  grant access to Shaw, Rogers and the sub-distributors and their
          respective subscribers customers or content providers to @Home's
          broadband network;

     (B)  install and maintain IP data routers and proxy servers as mutually
          agreed upon;

     (C)  install and maintain that number of RDCs that the parties mutually
          agree is required to maximize the efficient use of Rogers', Shaw's and
          the sub-distributors' transport infrastructure but in any event such
          number of RDC's shall, together with the proxy servers installed,
          deliver the same level of performance as enjoyed by the U.S. Cable
          Partners;

     (D)  provide the software necessary for use by and to enable Rogers',
          Shaw's and the sub-distributors' [email protected] subscribers to receive and
          use the [email protected] Service, including the customized Internet browser,
          TCP\IP stack and application plug-ins;

     (E)  provide all of the telecommunications facilities connecting the U.S.
          POP to the @Home Network;

     (F)  provide Tier III Network Support;

     (G)  provide such general engineering, operations, marketing and
          management, consultation and support to Rogers, Shaw and the sub-
          distributors when reasonably requested;

     (H)  provide training programs to train personnel from or determined by
          Rogers and Shaw to enable such persons to then train others, provide
          scripts and other materials designed to assist Rogers, Shaw and the
          sub-distributors with Tier I Customer Support and Tier II Technical
          Support;

     (I)  provide access to @Home's subscriber management systems and the API's
          reasonably necessary to automate the exchange of data from such
          systems 

                                       6

 
          to Rogers, Shaw and the sub-distributors (such as IP addresses, log-in
          names, computer configuration, etc.) that are necessary for billing
          and subscriber management;`

     (J)  work with Rogers and Shaw to develop network architecture that
          minimizes inter-city data transport within Rogers' Shaw's and the sub-
          distributors' networks.

     In carrying out its obligations @Home shall treat Rogers, Shaw and the sub-
     distributors in a manner and with a priority that is equal to that afforded
     to its U.S. Cable Partners.

2.8  DUE DILIGENCE AND ACCESS:  Following the execution of this term sheet by
     ------------------------                                                
     all parties, the parties shall conduct their respective due diligence
     review of the assets, operations and the capital structure, as applicable,
     of the other.  The parties shall coordinate closely with the officers of
     the other all such activities and shall conduct any such inquiries with
     appropriate discretion and sensitivity to the relationships of the other;
     employees, customers, suppliers and distributors.  The parties agree to
     hold information obtained in confidence in accordance with the terms of the
     confidentiality agreement entered into between each of Shaw and Rogers and
     @Home and to use the information so obtained only for the purpose of
     evaluating efficacy of the transaction contemplated herein.  During this
     time the parties and their advisors and representatives shall, subject to
     confidentiality obligations to third parties, have access during normal
     business hours to such of the other's properties, books, contracts,
     documents, records and personnel related to the Service and the ability of
     any of the parties to fulfill their respective obligations under this term
     sheet and the other may reasonably request.  In the event that the
     transactions contemplated herein are not completed, the parties shall
     return all such information in written form and any copies thereof to its
     owner, and destroy all notes, working papers and schedules based on such
     confidential information.  @Home, Rogers and Shaw shall complete their due
     diligence within a reasonable time, which shall not exceed 20 business days
     following execution of this term sheet by all parties.  In the event that
     the results of the due diligence conducted by parties gives rise to the
     condition set out under paragraphs 4.1(E), 4.2(E) or 4.3(C), the applicable
     party shall be entitled to terminate the arrangements contemplated herein.

2.9  STANDARDS AND SPECIFICATIONS:  The parties will comply with mutually agreed
     ----------------------------                                               
     to Specifications and Standards that will include minimum cable plant
     performance standards, @Home Network infrastructure standards, and
     certification criteria.  In particular, Rogers and Shaw will meet certain
     minimum requirements for upstream and downstream bandwidth and @Home will
     provide for certain minimum caching rates assuming a specified subscriber
     level.

2.10 RIGHTS TO PURCHASE FROM @HOME VENDORS:  @Home will use reasonable
     -------------------------------------                            
     commercial efforts to allow Rogers, Shaw and their sub-distributors to
     purchase hardware and software for [email protected] on an aggregate basis with
     @Home and/or the U.S. Cable Partners so that Rogers, Shaw and the sub-
     distributors can thereby enjoy advantageous terms and pricing.

                                       7

 
2.11 @MEDIA PROGRAMMING RESPONSIBILITIES:  The parties envision that the user
     -----------------------------------                                     
     interface for [email protected] will feature a Local Area and a National Area as
     follows:

     (A)  Rogers, Shaw or a sub-distributor, as the case may be, will program
          the Local Area and all Local Content.  Local Content shall consist
          solely of content that is intended for a specific geographic area,
          such as a city, town, municipality or metropolitan area (a 'Geographic
          Area') (for example, a local restaurant guide or real estate listing
          service).  Shaw and Rogers will program the Local Area only with Local
          Content; and

     (B)  Content that is promoted in more than one Geographic Area will be
          included in the National Area.  Rogers, Shaw and @Home will jointly
          program the National Area and all National Content in accordance with
          paragraph 2.12 below.  Rogers and Shaw and the sub-distributors will
          develop relationships with Canadian content partners to provide
          National Content and @Home will utilize its relationships with U.S.
          content partners for the same purpose.

2.12 PROGRAMMING THE NATIONAL AREA:  The following principles shall apply:
     -----------------------------                                        

     (A)  The parties acknowledge the desire to present a distinctly Canadian
          service consistent with the spirit of Canadian cultural policy while
          balancing the desire to use as much of the content forming part of the
          Service as is possible.  Accordingly, Rogers and Shaw at their cost
          shall be entitled to modify, augment, or replace National Content
          programmed by @Home in order to comply with Canadian law, cultural
          policies and/or industry requirements or expectations and to ensure
          that it is relevant to the Canadian market.  Provided that Rogers and
          Shaw shall act reasonably and in good faith in order to minimize such
          changes.  The principles described in this paragraph 2.12(A) shall be
          referred to as the 'Programming Principles';

     (B)  Rogers and Shaw at their cost may make editorial changes in the
          National Area and in the National Content as either of them determines
          is appropriate for the [email protected] Service, consistent with the
          Programming Principles.  For example,  the parties will frequently
          change the lead news story, sports scores, weather conditions and
          other editorial content appearing on the news, sports and business
          guide pages so that it is oriented toward the Canadian market;

     (C)  Rogers and Shaw at their cost may supplement or replace third party
          content provided by @Home as it determines is appropriate for the
          [email protected] Service consistent with the Programming Principles.  For
          example, Rogers and Shaw may elect to add TSN to supplement or replace
          ESPN.  Rogers and Shaw will first use commercially reasonable efforts
          to supplement such content provided by @Home by adding additional
          third party content of its choice.  If this approach is inadequate or
          is not practical, Rogers and Shaw may replace such content but will
          consult with @Home prior to doing so;

     (D)  @Home shall develop and maintain the underlying user interface and
          page templates for the [email protected] Service (the 'Programming
          Structure').  @Home 

                                       8

 
                                              ** Confidential treatment has been
                                              requested with respect to certain 
                                              information contained in this 
                                              document. Confidential portions 
                                              have been omitted from the public
                                              filing and have been filed 
                                              separately with the Securities 
                                              and Exchange Commission.
 
          will use commercially reasonable efforts to make the Programming
          Structure as flexible as possible so that Rogers and Shaw can achieve
          the Programming Principles without a need for modifications to the
          Programming Structure. A change to a Programming Structure would for
          example be replacing a shopping page which features an anchor tenant
          and four other vendors with a page modified to feature only the anchor
          tenant. If Rogers and Shaw believe that such a modification is
          necessary to achieve the Programming Principles, Rogers and Shaw will
          request that @Home implement the same, at Rogers' and Shaw's cost.
          @Home agrees that it will implement such modifications unless such
          modifications would jeopardize the technological integrity of the
          overall Programming Structure; in which case, @Home shall endeavour to
          recommend reasonable alternatives to achieve the goals or satisfy the
          concerns of Rogers and Shaw. Such requests for modifications are
          anticipated to be infrequent and normally not necessary to achieve the
          Programming Principles;

     (E)  Except as may be otherwise required by any regulatory authority,
          Rogers and Shaw will have the limited right to block the promotion of
          any programming forming part of the National Content provided by @Home
          which is competitive with any form of programming service owned or
          controlled by Rogers or Shaw (e.g.:  YTV vs. Nickelodeon) without
          reference to the Programming Principles; provided however that Rogers
          and Shaw may each block the promotion of only two such programs, in
          their respective licensed territories, at any given time; and

     (F)  @Home will make available to Rogers and Shaw the same content platform
          technologies that it makes available to its U.S. Cable Partners,
          including multi casting and replication technologies.  To the extent
          that Rogers and Shaw require content platform technologies (such as
          advertising insertion tools) that are not required by the U.S. Cable
          Partners, @Home will license such content platform technologies to
          Rogers and to Shaw on commercially reasonable terms.

2.13 @MEDIA REVENUE:  All revenue derived from the Local Area will be retained
     --------------                                                           
     by Rogers, Shaw or the sub-distributor responsible for programming the
     Local Area.  All revenue derived from the National Area will be allocated
     as follows:

     (A)  The party responsible for generating the revenue from advertising, a
          promotional link, an on-line transaction or other @Media services (the
          'Additional Revenue') shall retain [**]% of such Additional Revenue as
          a sourcing commission. The remaining Additional Revenue (i.e. [**]% of
          the Additional Revenue) will be aggregated on a quarterly basis and
          allocated in proportion to the Additional Revenue (less the sourcing
          commission) generated by each party in that quarter. However, in no
          event shall any party be entitled to less than [**]% nor more than
          [**]% of the remaining Additional Revenue; and

     (B)  Revenue from Premium Services will be allocated on a case by case
          basis in proportion to the contributions made by each party.  'Premium
          Services' are services that require Rogers' and/or Shaw's active
          participation in marketing, sales, billing and/or customer support.

                                       9

 
     The parties shall reassess the above allocations following the third
     anniversary of the execution of this term sheet.

2.14 ADVERTISING PRACTICES:
     --------------------- 

     (A)  Rogers and Shaw shall schedule all advertising content forming part of
          the National Area on a non-discriminatory manner and so as to maximize
          overall advertising revenue.  Rogers and Shaw shall sell advertising
          to businesses in Canada for insertion in the [email protected] Service and
          @Home shall sell advertising to businesses in the United States for
          insertion in the [email protected] Service.  Rogers and Shaw on the one hand
          and @Home on the other shall share leads (for which an appropriate
          commission shall be paid) but shall not sell any such advertising to
          businesses operating in the other's territory.  All sales of
          advertising to be inserted in the [email protected] Service shall be made in
          accordance with an advertising rate card for the [email protected] Service;
          and

     (B)  From time to time Rogers and/or Shaw may bundle advertising on the
          [email protected] Service with other media offerings by entities which it
          controls.  In such instance, any discount from the applicable rate
          card associated with bundling shall be allocated on an equitable
          basis.

2.15 RESEARCH & DEVELOPMENT:  @Home shall use its commercially reasonable
     ----------------------                                              
     efforts to conduct Canadian based research and development in matters
     regarding the Service and the [email protected] Service.

2.16 BRANDING:  The Service will be marketed and distributed by Rogers and Shaw
     --------                                                                  
     under the co-brand '[email protected]' or the brand '@Home'.  Rogers' and Shaw's
     local loop (i.e. the infrastructure required to deliver the [email protected]
     Service to the subscriber from the RDC's) will be referred to as the
     'Wave'.  Rogers and Shaw and the sub-distributor may use a tag line to
     identify [email protected] as a product of Rogers, Shaw or the sub-distributor.
     Rogers and Shaw shall grant to @Home a non-exclusive license to use the
     appropriate trade marks owned by either of them to market and promote the
     [email protected] Service.  Provided that nothing set out in this paragraph shall
     give Rogers or Shaw any ownership rights to the trade mark '@Home'.

2.17 FEES:  The following fees shall apply to the Licenses:
     ----                                                  

     (A)  [email protected] will be offered to Rogers' and Shaw's and their sub-
          distributors' subscribers at basic subscription rates (which may be
          based on a month-to-month or longer term subscriptions), cable modem
          rates, and installation rates determined by Rogers, Shaw and their
          sub-distributors in their sole discretion.  The basic subscription
          rate shall include local loop transport fees and Internet Service
          provider fees and may be allocated between local loop transport fees
          and Internet Service provider fees in any manner that Rogers and Shaw
          deem appropriate subject to any applicable legal requirements relating
          to the pricing of these services; and

                                       10

 
                                             ** Confidential treatment has been
                                              requested with respect to certain 
                                              information contained in this 
                                              document. Confidential portions 
                                              have been omitted from the public
                                              filing and have been filed 
                                              separately with the Securities 
                                              and Exchange Commission.
 
     (B)  In consideration of the License granted hereunder and the performance
          of @Home's obligations, Rogers and Shaw will pay @Home [**]% (the 'Fee
          Percentage') of the [email protected] basic subscription rate revenue,
          including any portion allocated to local loop transport (the
          '[email protected] Services Revenue') billed by Rogers, Shaw and its sub-
          distributors.  The parties acknowledge that the [email protected] Service
          Revenue is presently set out in the High Speed Internet Access Tariff
          filed by each of Rogers and Shaw with the CRTC.  The tariffs do not
          include installation charges, any sales, use, gross receipts, excise,
          franchise or other local, provincial and federal taxes, fees or
          charges, however designated (excluding taxes on the other party's
          income) imposed on or based upon the provision or use of [email protected]
          Services, management fees described in paragraph 2.3(B), @Media
          revenue described in paragraph 2.13, or any incremental fees collected
          for additional content or programming or the fees charged for the sale
          or rental of cable modems, all of which amounts shall in all cases be
          excluded from the calculation of the [email protected] Service Revenue.
          Rogers and Shaw will not and the sub-distribution agreements will
          provide that the sub-distributors shall not artificially allocate
          costs between the [email protected] Service Revenue and the other fee
          categories excluded above in order to lower Rogers' and Shaw's
          payments to @Home.  All payments under this term sheet will be net 30
          days from the calendar month end; and

     (C)  Rogers, Shaw or any sub-distributor will be entitled to include the
          [email protected] Service in a bundled offer with other products or services
          offered by such party or other ('Bundled Offer') and sold to
          subscribers at a single discounted price.  If Rogers or Shaw wish to
          include that [email protected] in a Bundled Offer such party may request that
          @Home agree that the [email protected] Service Revenue for the purpose of
          section 2.17(B) will be equal to the discounted price for the
          [email protected] Service included in the Bundled Offer.  The discounted price
          will be determined by dividing (i) the price for the Bundled Offer by
          (ii) the sum of the standard price for each service included in the
          Bundled Offer and multiplying the resulting percentage by the un-
          discounted [email protected] Service Revenue.  @Home will act reasonably in
          giving its consent and will take into consideration the likely
          benefits of the [email protected] Service being included in the Bundled Offer.
          Failing such consent if Rogers or Shaw proceeds with the Bundled
          Offer, the [email protected] Service Revenue will be calculated without
          reference to any discount.

     All fees or other payments by one party to the other as contemplated herein
     shall be reduced by all statutory withholding obligations imposed on such
     party including any taxes required to be withheld pursuant to Canadian or
     U.S. laws.

2.18 PERFORMANCE BASED INCREASE IN @HOME SERVICE FEES:  The fees payable to
     ------------------------------------------------                      
     @Home shall be increased in the manner set out in Schedule 'E' attached
     hereto.

2.19 TERM:  The initial terms of the Licenses and this term sheet (or the
     ----                                                                
     definitive distribution agreement if executed and as such supersedes the
     term sheet) will be six years.  Rogers and Shaw shall each have the right
     to renew this agreement for two additional six year 

                                       11

 
     terms subject to reaching agreement with @Home with respect to the overall
     economics of the contractual arrangements for any such renewal period. At
     the end of the fifth and eleventh year the parties will review the overall
     economics of the contractual arrangements and negotiate in good faith any
     amendments sought to the contractual arrangements by any of the parties for
     any renewal term.

2.20 TRANSITION PERIOD:  If the contractual arrangements set out herein
     -----------------                                                 
     terminate as a result of the:

     (A)  failure of the parties to reach agreement on the economic terms to
          take effect on renewal as contemplated in paragraph 2.19 above, there
          will be a twelve month transitional period following such termination
          or such shorter period of time as shall be agreed upon by the parties;
          and

     (B)  the breach of one of the parties, and subject to the requirements of
          Section 2.1(i), (ii) and (iii), there will be a transition period of
          such duration as shall be mutually agreed upon, not to exceed nine
          months provided however that the party in breach shall use all its
          reasonable commercial efforts to remedy the breach and shall continue
          to fulfill its other contractual obligations.

     During the transitional periods described above Rogers and Shaw may, but
     need not, continue to use the '[email protected]' co-brand or '@Home' brand, as the
     case may be.  During the transition period the parties will otherwise be
     bound by their obligations set out in this term sheet including the payment
     of fees and the exclusivity obligation of the parties (subject to the right
     of the parties to prepare to contract with an alternative provider).  In
     addition during the transition period, the parties will co-operate and work
     together in good faith to effect a smooth and orderly transition from the
     facilities, networks, technology and services provided by each of the
     parties hereunder to the separate facilities, networks, technology and
     services required by each of the parties after the end of the transition
     period.

3.0  ADDITIONAL VENTURES

3.1  @HOME COMMERCIAL SERVICES:  @Home, Rogers and Shaw will negotiate in good
     -------------------------                                                
     faith until December 31, 1997 with a view to signing a distribution
     agreement granting Rogers and Shaw an exclusive license in Canada covering
     @Home's commercial services (such as @Work Remote for telecommuters and
     @Work Internet access service).  Nothing in this paragraph is intended to
     prohibit either party from entering into any arrangement with any other
     party to provide such commercial services in Canada.  However, in the event
     that @Home offers a commercial product with another Internet Service
     provider, @Home shall not use '@Home' as the product name for such service
     and shall use its good faith efforts to disassociate the @Home name or
     trade mark with such service.  It being agreed that regardless of the
     success of the negotiations regarding these @Home commercial services,
     nothing herein shall limit the ability of Rogers and Shaw to distribute,
     market and promote the [email protected] Service to any residence in Canada even if
     such customer might also work from his or her residence.

                                       12

 
4.0  CONDITIONS PRECEDENT TO CLOSING

4.1  The obligation of Rogers to complete the transactions referred to above is
     conditional on the following:

     (A)  the representations and warranties of @Home set out in Part 5 below
          shall be true on the closing date as if made at and as of such date;

     (B)  Obtaining the approval of the board of directors of Rogers on or
          before March 17,1997;

     (C)  No action or proceeding shall be pending or threatened by any person,
          company, firm, governmental authority, regulatory body or agency to
          enjoin or prohibit the purchase by Rogers or the sale by @Home of the
          Series C Shares and the Warrants or the grant of the Licenses to
          Rogers;

     (D)  As part of the closing procedures regarding the transactions
          contemplated herein, @Home shall execute and deliver the form of stock
          purchase agreement distributed in connection with @Home's Series C
          Convertible Preferred Stock offering for the purchase of the Series C
          Shares and the Warrants and related documents providing the customary
          representations and warranties and covenants generally provided to a
          purchaser of shares from an issuer provided that the form of stock
          purchase agreement and other definitive documents for the sale and
          issuance of the Series C Shares and the Warrants are subject to the
          final approval of the Board of Directors of Rogers;

     (E)  Rogers shall have completed its due diligence to the extent set out in
          paragraph 2.8 above and the due diligence shall not have revealed any
          fact, matter, omission or misstatement of such a material nature as to
          lead a prudent person operating an Internet Service in circumstances
          similar to those of Rogers and involved in a transaction such as the
          one contemplated herein to conclude in its own best interests, that
          the transaction should not be completed; and

     (F)  Simultaneously with the closing of the transactions set out herein by
          Rogers, Shaw shall complete its obligations set out herein.

4.2  The obligation of Shaw to complete the transactions referred to above is
     conditional upon:

     (A)  the representations and warranties of @Home set out in Part 5 below
          shall be true on closing date as if made at and as of such date;

     (B)  Obtaining the approval of the board of directors of Shaw on or before
          March 17, 1997;

     (C)  No action or proceeding shall be pending or threatened by any person,
          company, firm, governmental authority, regulatory body or agency to
          enjoin or prohibit the 

                                       13

 
          purchase by Shaw or the sale by @Home of the Series C Shares and the
          Warrants or the grant of the Licenses to Shaw;

     (D)  As part of the closing procedures regarding the transactions
          contemplated herein, @Home shall execute and deliver the form of stock
          purchase agreement distributed in connection with @Home's Series C
          Convertible Preferred Stock offering for the purchase of the Series C
          shares and the Warrants and related documents providing the customary
          representations and warranties and covenants generally provided to a
          purchaser of shares from an issuer provided that the form of stock
          purchase agreement and other definitive documents for the sale and
          issuance of the Series C Shares and the Warrants are subject to the
          final approval of the Board of Directors of Shaw;

     (E)  Shaw shall have completed its due diligence to the extent set out in
          paragraph 2.8 above and the due diligence shall not have revealed any
          fact, matter, omission or misstatement of such a material nature as to
          lead a prudent person operating an Internet Service in circumstances
          similar to those of Shaw and involved in a transaction such as the one
          contemplated herein to conclude in its own best interests, that the
          transaction should not be completed; and

     (F)  Simultaneously with the closing of the transactions set out herein by
          Shaw, Rogers shall complete its obligations set out herein.

4.3  The obligation of @Home to complete the transactions referred to above is
     conditional upon:

     (A)  Obtaining the approval of the board of directors of @Home on or before
          March 20, 1997;

     (B)  No action or proceeding shall be pending or threatened by any person,
          company, firm, government authority, regulatory body or agency to
          enjoin or prohibit the purchase by Rogers or Shaw or the sale by @Home
          of the Series C Shares and the Warrants or the grant of the Licenses
          to Rogers and Shaw;

     (C)  @Home shall have completed its due diligence to the extent set out in
          paragraph 2.8 above and the due diligence shall not have revealed any
          fact, matter, omission or misstatement of such a material nature as to
          lead a prudent person operating an Internet Service in circumstances
          similar to those of @Home and involved in a transaction such as the
          one contemplated herein to conclude in its own best interests, that
          the transaction should not be completed;

     (D)  the representations and warranties of Rogers and Shaw set out in Part
          5 below shall be true on the closing date as if made at and as of such
          date;

     (E)  Simultaneously with the closing of the transactions set out herein by
          @Home, Rogers and Shaw shall complete their respective obligations set
          out herein; and

                                       14

 
     (F)  As part of the closing procedures regarding the transaction
          contemplated herein, Rogers and Shaw shall execute and deliver the
          form of stock purchase agreement distributed in connection with
          @Home's Series C Convertible Preferred Stock offering for the purchase
          of the Series C Shares and Warrants and related documents providing
          customary representations and warranties and covenants generally
          provided by a purchaser to an issuer of shares, provided that the
          definitive documents for the sale and issuance of the Series C Shares
          and related documents of the Warrants are subject to final approval of
          @Home's Board of Directors prior to the closing.

4.4  CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ALL OF THE PARTIES:  The
     -------------------------------------------------------------      
     obligations of the parties to complete the transactions contemplated herein
     is conditional upon the receipt on or before closing of all necessary
     approvals from all regulatory authorities having jurisdiction with respect
     to the subject matter hereof.

5.0  REPRESENTATIONS AND WARRANTIES

5.1  REPRESENTATIONS AND WARRANTIES OF @HOME:  @Home represents and warrants to
     ---------------------------------------                                   
     each of Rogers and Shaw that:

     (A)  @Home has the power and authority to enter into this term sheet and to
          fully perform its respective obligations hereunder, including the
          right to grant the Licenses in Canada on the terms set out in this
          term sheet;

     (B)  @Home is not under any contractual or other legal obligation which
          will in any way interfere with the full, prompt and complete
          performance of its obligations pursuant to this term sheet; and

     (C)  The @Home Facilities and the Services (collectively called the '@Home
          Property') are and will remain the sole and exclusive property of
          @Home and its suppliers (and where the @Home Property is the sole and
          exclusive property of @Home's suppliers, @Home has the necessary
          license to use such property for the purposes contemplated in this
          term sheet).  @Home's ownership rights include but are not limited to:

          1.   Intellectual Property Rights held by @Home in the @Home Property;
               and

          2.   All modifications to and derivative works based upon such
               Intellectual Property Rights.

5.2  REPRESENTATIONS AND WARRANTIES OF ROGERS AND SHAW:  Each of Rogers and Shaw
     -------------------------------------------------                          
     severally represent and warrant to @Home that:

     (A)  Each of Rogers and Shaw has the power and authority to enter into this
          term sheet and to fully perform its respective obligations hereunder;

                                       15

 
     (B)  Neither Rogers nor Shaw is under any contractual or other legal
          obligation which will in any way interfere with the full, prompt and
          complete performance of its obligations pursuant to this term sheet;
          and

     (C)  Rogers' and Shaw's facilities and all Intellectual Property Rights
          therein are and will remain the sole and exclusive property of each of
          Rogers and Shaw, as applicable, and their respective suppliers (and
          where the Rogers or Shaw Facilities or Intellectual Property Rights
          are the sole and exclusive property of Rogers' or Shaw's suppliers,
          Rogers or Shaw has the necessary license to use such Facilities or
          Intellectual Property Rights for the purposes contemplated in this
          term sheet).  Rogers' and Shaw's respective ownership rights include
          but are not limited to:

          1.   Intellectual Property Rights held by Rogers or Shaw, as
               applicable, in the facilities;

          2.   All modifications to and derivative works based upon such
               Intellectual Property Rights.

6.0  INDEMNITIES

6.1  INDEMNITY OF @HOME:  @Home will defend, indemnify and hold harmless each of
     ------------------                                                         
     Rogers and Shaw,  their respective affiliated companies and partners and
     their respective officers, directors, employees and agents from all
     liabilities, damages, costs and expenses (including without limitation,
     reasonable counsel fees and expenses) incurred in connection with any third
     party claim against Rogers or Shaw relating to the use by either Rogers or
     Shaw of the Intellectual Property Rights of @Home which results or may
     result in the infringement of any Intellectual Property Rights of any third
     party.

6.2  INDEMNITY OF ROGERS AND SHAW:  Each of Rogers and Shaw severally only agree
     ----------------------------                                               
     that they shall defend, indemnify and hold harmless @Home, its affiliated
     companies and partners and their respective officers, directors, employees
     and agents from all liabilities, damages, costs and expenses (including
     without limitation, reasonable counsel fees and expenses) incurred in
     connection with any third party claim against @Home relating to the use by
     @Home of the Intellectual Property Rights of either Rogers or Shaw, which
     results or may result in the infringement of any Intellectual Property
     Rights of any third party.

6.3  CONSEQUENTIAL DAMAGES:  NONE OF THE PARTIES HERETO WILL BE LIABLE TO ANY OF
     ---------------------                                                      
     THE OTHER PARTIES FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES
     (SUCH AS, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE AND DAMAGE TO OR
     LOSS OF PERSON PROPERTY), WHETHER ARISING IN CONTRACT, TORT (INCLUDING
     NEGLIGENCE) OR OTHERWISE.

7.0  CLOSING PROCEDURES

7.1  BINDING NATURE OF AGREEMENT:  The term sheet is binding on the parties.
     ---------------------------                                             
     The parties shall acting in good faith complete and execute all formal
     documentation customary in a transaction of this nature, all of which must
     be satisfactory to each of Rogers, Shaw and 

                                       16

 
     @Home, acting reasonably, including without limitation, a stock purchase, a
     distribution and trade mark licence agreement which shall be consistent
     with and reflect the terms of this term sheet and shall contain the usual
     covenants, indemnities, warranties and representations with respect to
     certain matters affecting @Home, its capital and the Service.

7.2  THE COMPLETION DATE:  The transactions contemplated herein shall be
     -------------------                                                
     completed two business days following the completion of due diligence.
     Provided that the parties shall extend the time for completion to enable
     the parties to obtain any required approvals.

7.3  STRUCTURES OF THE TRANSACTION:  The parties agree that Rogers and Shaw have
     -----------------------------                                              
     yet to determine the structure of the entity which will conclude the
     transactions contemplated herein with @Home.  The parties agree to
     cooperate with each other to determine and establish the structure entity
     which will conclude the transactions contemplated herein in such a manner
     so as to enable Rogers and Shaw to minimize the taxes otherwise payable, as
     a result of this transaction, by each of them without altering the economic
     substance of the transactions to @Home.  Rogers and Shaw shall determine
     and advise @Home of the proposed structure of the transactions by April 5,
     1997.  If Rogers and Shaw create a new entity to be owned by them jointly
     aimed at exploiting the License referred to in paragraph 2.1(C) or
     facilitating the programming of National Content they shall discuss with
     @Home its possible equity or warrant participation in such entity.

7.4  ESCROW CLOSING:  If it is reasonably determined by a responsible senior
     --------------                                                         
     officer of @Home that the Series C Convertible Preferred Stock offering
     proposed by @Home will likely close prior to the date established herein
     for completion of due diligence, Rogers and Shaw shall on the date
     established pursuant to the stock purchase agreement as the completion
     date, purchase the Series C Shares in escrow, by depositing with an escrow
     agent, acceptable to all of the parties, an amount equal to the purchase
     price for such Series C Shares and the Warrants described in Schedule 'B'
     and @Home shall deposit with the same escrow agent the corresponding
     certificates for the Series C Shares and Warrants, to be released to the
     appropriate party upon completion of due diligence and satisfaction of the
     conditions precedent or termination of the contractual obligations set out
     herein.

7.5  PUBLIC DISCLOSURE:  Each of Rogers, Shaw and @Home shall maintain in
     -----------------                                                   
     confidence the matters referred to in this term sheet and shall not make
     any public disclosure, except to the extent required by applicable law,
     regulation, or policies of any governmental or regulatory authority
     (including the TSE and applicable U.S. securities exchanges) of the terms
     of this term sheet without the consent of the other, such consent not to be
     unreasonably withheld.  The parties shall consult with each other regarding
     the wording of all press announcements.

7.6  ASSIGNMENT:  Except as otherwise provided in this term sheet, (i) each of
     ----------                                                               
     Rogers and Shaw may assign their respective rights and obligations, in
     whole or in part, under this term sheet to one of their wholly-owned direct
     or indirect subsidiaries or to an entity owned jointly by Rogers and Shaw
     (whether now existing or created subsequent to the date of this term sheet)
     and (ii) @Home may assign its rights and obligations, in whole or 

                                       17

 
     in part, under this term sheet to a wholly owned direct or indirect
     Canadian subsidiary created subsequent to the date of this term sheet but,
     if such assignment takes place, the assignor shall continue to be liable to
     the other parties hereunder for any default in the performance of the
     assignee. This term sheet shall not otherwise be assignable by any party
     hereto.

7.7  ENUREMENT:  The term sheet shall be binding upon and shall enure to the
     ---------                                                              
     benefit of and be enforceable by Rogers, Shaw and @Home and their
     respective successors and Rogers' and Shaw's permitted assigns.

7.8  NOTICES:  Any notice, direction or other instrument required or permitted
     -------                                                                  
     to be given or made hereunder shall be in writing and shall be sufficiently
     given or made if delivered in person to the address set forth below or if
     telecopied or sent by other means of recorded electronic communication
     confirmed by delivery as soon as practicable or if dispatched, fees
     prepaid, by overnight courier.

     Notices to @Home shall be addressed as follows:

          At Home Corporation
          425 Broadway
          Redwood City, CA 94063
 
          Attention:  Tom Jermoluk, Chairman and CEO

          Fax:  415-944-8500

     with a copy to:

          David Pine, General Counsel
          Fax:  415-944-8500

     Notices to Rogers shall be addressed as follows:

          Rogers Cablesystems Limited
          Suite 6400 Scotia Plaza
          40 King Street W
          Toronto, Ontario

          Attention:  Chief Executive Officer

          With a copy to: David Miller, Vice-President Law and General Counsel
          Fax:  416-864-2395

                                       18

 
     Notice to Shaw shall be addressed as follows:

          Shaw Cablesystems Ltd.
          Suite 900, 630 - 3rd Avenue S.W.
          Calgary, Alberta
          T2P 4L4

          Attention:  The President

     with a copy to:

          Margot M. Micallef, Corporate Counsel
          Fax:  (403) 750-4531

     Any notice, direction or other communication so given or made shall be
     deemed to have been given or made and to have been received on the day of
     delivery, if delivered, or on the day of sending if sent by telecopier or
     other means of recorded electronic communications (provided such day of
     delivery or sending is a business day and, if not, then on the first
     business day thereafter).  Either party hereto may change its address for
     notice to the other party by notice given in the manner aforesaid.
   
7.8  GOVERNING LAW:  This term sheet and the rights and obligations of the
     -------------                                                        
     parties hereto shall be governed and construed in accordance with the laws
     of the Province of Ontario.

7.10 COUNTERPART:  This term sheet may be signed in counterparts that together
     -----------                                                              
     shall be deemed to constitute one valid and binding document with effect
     from the date the last of the counterpart copies is signed and returned in
     accordance with the delivery provisions set out below and delivery of the
     counterparts may be effected by means of facsimile transmission.

                                       19

 
7.11 TERMINATION:  The contractual obligations set out in this term sheet shall
     -----------                                                               
     terminate and be of no further force and effect if the conditions
     precedents set out herein are not satisfied or waived on or before June 15,
     1997.

AT HOME CORPORATION

PER:

/s/ Thomas A. Jermoluk
-------------------------------

/s/ David G. Pine
-------------------------------

ROGERS CABLESYSTEMS LIMITED

PER:

/s/ David Samuel
-------------------------------

/s/ David Miller
-------------------------------

SHAW CABLESYSTEMS LTD.

PER:

/s/  Michael D. [ILLEGIBLE]
-------------------------------

/s/ R.D. [ILLEGIBLE]
-------------------------------

                                       20

 
                                   SCHEDULE A

                                  DEFINITIONS

To the extent not inconsistent with this term sheet, terms with initial capital
letters not defined in the body of the term sheet shall have the meaning set
forth below.  All references to 'MSO' in the term sheet and these definitions
shall refer to each of Rogers, Shaw, and the sub-distributors, as applicable.

1.   Definitions

          (a) '@HOME FIRST PAGE' means the first page of the [email protected] Service
user interface as it appears to subscribers upon the 'start up' of the [email protected]
Service.

          (b) 'DATA-READY CABLE SYSTEM' means the construction or upgrade of MSO
Facilities to allow distribution of [email protected] Service in accordance with the
Specifications and Standards.

          (c) 'FACILITIES' means any and all facilities, equipment, and
technology that is owned, leased or licensed by a party hereto that is necessary
to deliver the [email protected] Service.

          (d) 'FORCE MAJEURE' event means any of the following events:  (i) the
failure of any equipment or software under the control of a person, firm or
entity not affiliated with such party; (ii) fire, flood, earthquake, or other
natural disaster; (iii) a change in law or governmental regulation; or (iv) any
other cause beyond the reasonable control of such party.  In any such case, the
parties' time for performance under the term sheet, to the extent affected by
any of the foregoing, will be correspondingly extended.

          (e) 'HOMES PASSED' means the number of residential dwelling units that
are or can be connected to the MSO's Data-Ready Cable System.  For the purposes
of this paragraph, a residential dwelling unit 'can be connected' to the MSO's
Data-Ready Cable System if the residential dwelling unit is located within 250
feet of an upgraded data-ready distribution line.  Each residential unit in a
multiple dwelling unit shall be counted as one Home Passed.

          (f) 'IP' means the Internet Protocols as defined by the document
titled RFC-91, by John Postell of the University of Southern California, dated
1981, or subsequent revisions thereof.

          (g) 'INTELLECTUAL PROPERTY RIGHTS' means all patent rights, copyright
rights (including, but not limited to, rights in music and audiovisual works and
moral rights), trademark rights, trade secret rights, and any other intellectual
property rights recognized by the law of each applicable jurisdiction.

          (h) 'INTERNET BACKBONE' means a wireline or wireless network which:
(i) can or does (a) assign IP addresses or manage IP address assignments for
machines or networks 


 
to which it is connected, (b) accept or deliver IP datagrams from machines or
networks to which it is connected, or (c) maintain IP packet traffic to other
machines or networks; and (ii) provides IP connectivity on a regional, national
or international basis.

          (i) 'INTERNET SERVICE' means any information, entertainment or
communication service provided over an Internet Backbone regardless of the
method by which it is accessed by the user (i.e. personal computer, set top box,
television, hand held device, etc.).

          (j) 'LOCAL AREA' shall mean that area (or channel(s)) of the @Home
First Page customarily designated by @Home for programming by an MSO.

          (k) 'LOCAL CONTENT' means any and all content that may be accessed on-
line by customers through the Local Area.

          (l) 'NATIONAL AREA' shall mean that area (or channel(s)) of the @Home
First Page other than the Local Area.

          (m) 'NATIONAL CONTENT' means any and all content that may be accessed
on-line by customers through the National Area.

          (n) 'RESIDENTIAL INTERNET SERVICE' means an Internet Service that is
sold to residential subscribers; even if such subscribers might also work from
their residences.

          (o) 'SPECIFICATIONS AND STANDARDS' means, collectively, the
specifications and standards for the MSO Facilities and the @Home Facilities and
the technical requirements for distribution of the [email protected] Service, as are
mutually agreed to in writing by Rogers, Shaw and @Home.

          (p) 'TIER I CUSTOMER SUPPORT,' 'TIER II TECHNICAL SUPPORT,' and 'TIER
III NETWORK SUPPORT' shall have the meaning set forth in Schedule 'A-1' attached
hereto.

          (q) 'U.S. CABLE PARTNERS' means any of Comcast PC Investments, Inc.,
Cox Teleport Providence, Inc., and TCI Internet Holdings, Inc.

                                       2

 
                                  SCHEDULE B
                                  ----------

                               SUMMARY OF TERMS
                               ----------------

           WARRANTS TO PURCHASE SERIES C CONVERTIBLE PREFERRED STOCK

Issuer:  At Home Corporation, a Delaware corporation (the 'Company').

Assumptions:        The following terms assume (a) the purchase by each of
                    Rogers and Shaw of US $15,000,000 of the Company's Series C
                    Preferred Stock ('Series C Preferred Stock') at $200 per
                    share in connection with the issuance of the Warrants
                    described below and (b) that each share of Series C
                    Preferred Stock shall, as presently constituted, be
                    convertible into 20 shares of Series A Common Stock of the
                    Company ('Series A Common Stock') at an effective price of
                    $10 per share of Series A Common Stock. If Rogers or Shaw
                    purchases less than $15,000,000 of Series C Preferred Stock
                    each, the number of shares subject to the Warrants will be
                    reduced as may be agreed by the parties.

Exercise Price:     The Exercise Price of each Warrant shall equal the original
                    issue price of the Series C Preferred Stock ($200 per share
                    of Series C Preferred Stock, which is equivalent to $10 per
                    share of Series A Common Stock), and shall be appropriately
                    adjusted to maintain a constant total exercise price in the
                    event such Warrant becomes exercisable for Series A Common
                    Stock or some other series or class of the Company's capital
                    stock.

Purchase Price:     The purchase price of each Warrant shall be 0.01% of the
                    aggregate Exercise Price of such Warrant. Such purchase
                    price shall be paid in cash at the Closing.

Warrants:           Warrant 1:  Rogers and Shaw will each be granted such 
                    ---------            
                    number of warrants so as to entitle each of Rogers and Shaw
                    to purchase shares of Series C Preferred Stock convertible
                    into 650,000 shares of Series A Common Stock ('Warrant 1').

                    Warrant 2:  Rogers and Shaw will each be granted such number
                    ---------                                                   
                    of warrants so as to entitle each of Rogers and Shaw to
                    purchase shares of Series C Preferred Stock convertible into
                    80,000 shares of Series A Common Stock ('Warrant 2').

                    Warrant 3:  Rogers and Shaw will each be granted such number
                    ---------                                                   
                    of warrants so as to entitle each of Rogers and Shaw to
                    purchase shares of Series C Preferred Stock convertible into
                    270,000 shares of Series A Common Stock ('Warrant 3').

 
                                              ** Confidential treatment has been
                                              requested with respect to certain 
                                              information contained in this 
                                              document. Confidential portions 
                                              have been omitted from the public
                                              filing and have been filed 
                                              separately with the Securities 
                                              and Exchange Commission.
 
                    The foregoing Warrants, which represent the right to
                    purchase shares of Series C Preferred Stock that are
                    convertible into an aggregate of 2,000,000 shares of Series
                    A Common Stock, are collectively referred to as the
                    'Warrants.'  The number of shares of Series A Common Stock
                    that are issuable upon exercise of a Warrant and conversion
                    of the Series C Preferred Stock are referred to as 'Series A
                    Common Stock equivalent shares.'

Exercisability:     Warrant 1:  Each Warrant 1 will become exercisable with 
                    ---------      
                    respect to that number of Series A Common Stock equivalent
                    shares equal to the product of [**] Notwithstanding the
                    foregoing, each Warrant 1 shall become fully exercisable in
                    any event on the seventh anniversary of issuance thereof.

                    Warrant 2:  Each Warrant 2 shall become exercisable with
                    ---------                                               
                    respect to [**] Notwithstanding the foregoing, each Warrant
                    2 will become fully exercisable in any event on the seventh
                    anniversary of issuance thereof.

                    Warrant 3:  Each Warrant 3 shall become exercisable with
                    ---------                                               
                    respect to that number of shares equal to the product of
                    [**] Notwithstanding the foregoing, each Warrant 3 shall
                    become fully exercisable in any event on the seventh
                    anniversary of issuance thereof.

Term:               Each Warrant will expire sixty days after the seventh
                    anniversary of issuance of the Warrant.

Transfer            Warrants (and underlying Series C Preferred Stock and
Restrictions:       Series A Common Stock) will not be transferable until the
                    earlier of June 4, 2001 or the closing date of the Company's
                    IPO, subject to 

                                       2

 
                    exceptions for transfers to controlled affiliates or
                    transfers in connection with liquidation of an Investor. If
                    the IPO has not occurred on or before June 4, 2001, any
                    transfer by an Investor will be subject to a right of first
                    offer in favor of the Company or the Company's assignee
                    until the earlier of June 4, 2006 or the IPO.
                    Notwithstanding the foregoing two sentences each Warrant 1,
                    Warrant 2 and Warrant 3 (and the underlying Series C
                    Preferred Stock or Series A Common Stock) may be transferred
                    free of such restrictions, subject to compliance with
                    applicable securities laws, in minimums of 1,000 shares of
                    Series C Preferred Stock (20,000 shares of Series A Common
                    Stock), to up to six Additional Canadian MSOs who are
                    'accredited investors' within the meaning of Regulation D
                    under the U.S. Securities Act of 1933, as amended.
                    Transferees will be bound by the transfer restrictions.

Underwriter Lockup: The shares issued directly or indirectly upon exercise of
                    the Warrants will be subject to an underwriter lockup of up
                    to one year following the IPO and if transferred to such
                    Additional Canadian MSO such shares shall be transferred
                    subject to such lockup.

Registration        Shares of Series A Common Stock issued upon conversion of
Rights:             Series C Preferred Stock issued upon exercise of the
                    Warrants by the original holders of the Warrants shall have
                    the same registration rights provided to the other holders
                    of Series C Preferred Stock.  Such registration rights will
                    be transferable only to persons acquiring at least 25% of
                    the number of shares of Series C Preferred Stock originally
                    issuable upon exercise of the Warrants issued to Rogers or
                    Shaw, respectively, plus the number of shares of Series C
                    Preferred Stock purchased by Rogers or Shaw, respectively,
                    at the closing.

Effect of Conversion 
of Series C
Preferred Stock:    Upon any conversion of all outstanding shares of
                    Series C Preferred Stock into shares of Series A Common
                    Stock, whether as a result of the Company's initial public
                    offering or otherwise, each Warrant shall thereafter be
                    exercisable (but shall remain subject o the exercisability
                    conditions described above) only for shares of Series A
                    Common Stock as if the then-unexercised portion of such
                    Warrant were exercised for shares of Series C Preferred
                    Stock and such shares were immediately converted into Series
                    A Common Stock at the rate of 20 shares of Series A Common
                    Stock per share of Series C Preferred Stock.

Regulatory          If any Warrant holder or holder of Series C Preferred
Compliance:         Stock issued upon exercise of any Warrant, or in the case of
                    a mandatory conversion of the Series C Preferred Stock, such
                    holder or the Company, reasonably believes that exercise of
                    the Warrant or 

                                       3

 
                    conversion of such Series C Preferred Stock would be subject
                    to the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
                    any relevant Canadian antitrust legislation and the rules
                    and regulations thereunder (the 'Antitrust Law') prior to
                    such exercise or conversion and following such holder's
                    notice to the Company of such holder's intention to exercise
                    or convert or the Company's notice to such holder of such a
                    mandatory conversions, the Company and such holder shall
                    promptly use commercially reasonable efforts to comply with
                    any applicable requirements under the Antitrust Law relating
                    to filing and furnishing of information to the Federal Trade
                    Commission, the Antitrust Division of the Department of
                    Justice and Canadian antitrust authorities. Each of the
                    Company and such holder shall bear and pay any costs or
                    expenses that it incurs in compliance with this requirement.

Definitions:        'Upgraded Homes Passed' means the number of residential
                    dwelling units that are or can be connected to the MSO's
                    Data-Ready Cable System (as defined in the term sheet for
                    distribution of the [email protected] Service). For purposes of this
                    paragraph, a residential dwelling unit 'can be connected' to
                    the MSO's Data-Ready Cable System if the residential
                    dwelling unit is located within 250 feet of an upgraded 
                    data-ready distribution line. Each residential unit in a
                    multiple dwelling unit shall be counted as one Upgraded Home
                    Passed.

                                       4

 
                                  SCHEDULE A-1

                  [email protected] CUSTOMER SERVICE TIER DESCRIPTIONS

Tier I Customer Support
-----------------------

Tier I customer service is the 'front line' of the [email protected] Service.  All
customer inquiries initially will be directed to Tier I customer service
representatives ('CSRs').

The tasks listed below are typically provided by Tier I CSRs.  However, if the
MSO delegates Tier I service responsibility to @Home, MSO and @Home will review
these tasks to determine whether MSO can perform some of these functions without
the assistance of @Home technical service representatives ('TSRs').

     Providing information about the [email protected] Service.

     Determining service eligibility (i.e. correct geographic location and
     computer configuration) of potential subscribers.

     Providing support for Data and RF technicians during the installation
     process at the subscriber's home.

     Processing all start, stop and change requests for the [email protected] Service.

     Establishing IP addresses, logins, email, passwords, and related customer
     identifications and other records for use by @Home and MSO as permitted by
     the Agreement.

     Addressing billing and pricing questions.

     Responding to all customer problems relating to basic desktop support:
                                                     -----                 

          .    All desktop hardware and software support will be handled by Tier
               I CSRs.
          .    Such support will be provided via email, phone and on-site
               visits.
          .    By way of example, all known 'bugs', operating system
               configuration issues, and @Home software installation and upgrade
               questions would be handled by Tier I CSRs.
          .    MSO and @Home anticipate that in excess of 80% of all customer
               calls relating to desktop problems will be resolved by Tier I
               CSRs without the assistance of Tier II TSRs.

     Maintaining trouble ticket status reports and cataloging customer problems
     and problem resolutions.

Tier II Technical Support
-------------------------

Tier II customer service is the advanced diagnostic and problem resolution layer
of the [email protected] Service and includes the tasks set forth below.  Tier II TSRs
are not responsible for answering initial customer inquiries but may from time-
to-time have customer calls transferred to them.  The tasks listed below are
typically provided by Tier II TSRs:

                                       

 
     Collecting network information and informing Tier I CSRs of service outages
     caused by network problems.

     Providing advanced desktop support by assisting Tier I CSRs with
               --------                                              
     approximately 20% of the customer calls that require additional problem
     diagnosis and resolution.

     Developing and maintaining an on-line information system for Tier I CSRs.

Tier III Network Support
------------------------

Tier III customer service will address Tier II escalations from TSRs relating to
network problems and perform ongoing network monitoring and maintenance.  Tier
III technicians will not interact with subscribers directly.

                                       2

 
                                   SCHEDULE C

BOARD REPRESENTATIONS:

TCI Internet Holdings, Inc. ('TCI Sub') (on behalf of itself and the 'TCI'
Stockholder Group' as defined in the Company's Stockholders' Agreement dated as
of August 1, 1996) will enter into a voting agreement with Rogers and Shaw,
pursuant to which TCI Sub on behalf of the TCI Stockholder Group will agree to
vote any shares of @Home they may own in favour of and use commercially
reasonable best efforts to cause to be elected and maintained in office one
Common Stock Director nominated jointly by Rogers and Shaw, so long as Rogers
and/or Shaw continues to offer the [email protected] Service on an exclusive basis in
accordance with their distribution agreement with the company and (ii) Rogers
and Shaw collectively beneficially own at least 2,000,000 Series A Common Shares
or that number of Series C Shares which upon conversion will equal at least
2,000,000 Series A Common Shares; and (b) in addition to the shares described in
subparagraph (a) above, any one of the following:

     1.   500,000 Series A Common Shares; or
     2.   That number of Series C Shares which upon conversion will equal at
          least 500,000 Series A Common Shares; or
     3.   That number of Warrants which upon conversion will (immediately or if
          converted into Series C Shares upon conversion of those shares) equal
          at least 500,000 Series A Common Shares.

The party that continues to hold the exclusive license contemplated in either
paragraph 2.1(A) or 2.1(B) of the term sheet shall have the right to designate
the Board nominee.  If both Rogers and Shaw hold both of the exclusive licenses
referred to above, they shall determine their board nominee in such manner as
they may determine.

In addition, so long as Rogers and Shaw have the right to a Board nominee under
the preceding paragraph and both Rogers and Shaw continue to hold the exclusive
licenses referred to above, they shall also have the joint right to designate a
single observer who will have the right to receive notice of an attend and
participate in the discussion in all meetings of the Board of Directors of the
Company.

 
                                              ** Confidential treatment has been
                                              requested with respect to certain 
                                              information contained in this 
                                              document. Confidential portions 
                                              have been omitted from the public
                                              filing and have been filed 
                                              separately with the Securities 
                                              and Exchange Commission.

                                  SCHEDULE D
                                  EXCLUSIVITY

1.  In order to retain the exclusivity of the license granted to Rogers in
Paragraph 2.1 (A) of the Term Sheet, Rogers shall reach the number of Homes
Passed (HHP) and the Penetration Percentages set out in Table 1 and Table 3.



 YEAR   TOTAL CABLED   % REBUILT   HOMES PASSED  YE PENETRATION 
 END       HOMES                                    PERCENTAGE   
-------------------------------------------------------------------------------
                                     
  1999    2,774,000        [**]%       [**]            [**]%
-------------------------------------------------------------------------------
  2000    2,816,000        [**]%       [**]            [**]%
-------------------------------------------------------------------------------
  2001    2,856,000        [**]%       [**]            [**]%
-------------------------------------------------------------------------------
  2002    2,901,000        [**]%       [**]            [**]%
-------------------------------------------------------------------------------


            TABLE 1:  ROGERS HHP AND PENETRATION PERCENTAGE TARGETS


2.  In order to retain the exclusivity of the license granted to Shaw in
Paragraph 2.1 (B) of the Term Sheet, Shaw shall reach the number of Homes Passed
and the Penetration Percentages set out in Table 2 and Table 3.



      YEAR   TOTAL CABLED   % REBUILT   HOMES PASSED  YE PENETRATION 
      END       HOMES                                   PERCENTAGE
-------------------------------------------------------------------------------
                                          
     1999     2,029,000        [**]%        [**]            [**]%
-------------------------------------------------------------------------------
     2000     2,060,000        [**]%        [**]            [**]%
-------------------------------------------------------------------------------
     2001     2,091,000        [**]%        [**]            [**]%
-------------------------------------------------------------------------------
     2002     2,122,000        [**]%        [**]            [**]%
-------------------------------------------------------------------------------


             TABLE 2:  SHAW HHP AND PENETRATION PERCENTAGE TARGETS



     YEAR      ROGERS INCREMENTAL       YE         SHAW INCREMENTAL       YE  
     END         HOMES PASSED       PENETRATION      HOMES PASSED     PENETRATION 
                                    PERCENTAGE                        PERCENTAGE
--------------------------------------------------------------------------------
                                                       
     1999           [**]              [**]%             [**]            [**]%
--------------------------------------------------------------------------------
     2000           [**]              [**]%             [**]            [**]%
--------------------------------------------------------------------------------
     2001           [**]              [**]%             [**]            [**]%
--------------------------------------------------------------------------------
     2002           [**]              [**]%             [**]            [**]%
--------------------------------------------------------------------------------


         TABLE 3:  INCREMENTAL HHP AND PENETRATION PERCENTAGE TARGETS

 
3.  Provided that, in determining if Rogers and/or Shaw, as applicable, has
reached the number of Homes Passed and the Penetration Percentages set out in
Table 3, the following shall apply:

(a)  that number of Homes Passed and Penetration Percentages reached by Rogers
     in excess of those numbers and percentages set out in Table 1, and reached
     by Shaw in excess of those numbers and percentages set out in Table 2,
     shall be attributed to the numbers of Homes Passed and Penetration
     Percentages for the purpose of determining compliance with Table 3; and
(b)  that number of Homes Passed and Penetration Percentages reached by the sub-
     distributors or others in Canada (whether or not their relationship with
     @Home is direct or indirect) shall be attributed to the number of Homes
     Passed and Penetration Percentages set out in Table 3 as if 60% of such
     Homes Passed and 60% of such Penetration Percentages reached by such
     persons were reached by Rogers and as if 40% of such Homes Passed and 40%
     of such Penetration Percentages reached by such persons were reached by
     Shaw; and
(c)  if after making the calculations set out in sub-paragraph 3 (a) and (b)
     above, it is determined that either Rogers or Shaw has satisfied the
     performance obligations set out in, the case of Rogers in Tables 1 and 3,
     and in the case of Shaw in Tables 2 and 3, but the other has not, that
     number of Homes Passed and the Penetration Percentage in excess of the
     targets imposed shall be attributed to such of the parties who has failed
     to meet the required number of Homes Passed and Penetration Percentages;
     and
(d)  further, homes which are fully 2way capable or telco return capable will be
     included as if such homes were Homes Passed, and any subscriber to the
     [email protected] Service, whether on 2way cable or telco return, will be counted
     as a subscriber to the [email protected] Service, for the purpose of calculating
     the Penetration Percentages set out in Table 3.

4.  The number of Homes Passed above will be adjusted for any system divestiture
by Rogers or Shaw over the course of the term of the term sheet or any renewal
thereof. The % Rebuilt specified in Tables 1 and 2 above will remain constant in
the event of any system divestiture.  In the event of a substantial divestiture,
Rogers and Shaw will use all reasonable efforts to appoint such purchaser as a
subdistributor of the [email protected] Service in the purchased systems.

 

                                              ** Confidential treatment has been
                                              requested with respect to certain 
                                              information contained in this 
                                              document. Confidential portions 
                                              have been omitted from the public
                                              filing and have been filed 
                                              separately with the Securities 
                                              and Exchange Commission.

                                  SCHEDULE E
                      PERFORMANCE BASED PAYMENTS TO @HOME

(1)  The performance based payments to @Home will be based on actual year-over-
     year growth in monthly average subscriber penetration in excess of the
     year-over-year monthly average subscriber growth contained in the WAVE Base
     Case set out below.  These performance payments will be calculated
     separately for Rogers and Shaw.  Subject to the limits in section 3 below,
     @Home will receive a one-time payment of $[**] for each [email protected]
     subscriber above the WAVE Year-Over-Year Target Subscriber growth
     contemplated in the WAVE Base Case for the years 2000, 2001 and 2002.



                          WAVE BASE CASE
-------------------------------------------------------------------------------
 YEAR              WAVE MONTHLY AVERAGE       WAVE YEAR-OVER-YEAR              
                   PENETRATION ASSUMPTIONS    TARGET SUBSCRIBER GROWTH         
-------------------------------------------------------------------------------
                                         
 1999                     [**]%                       --                       
-------------------------------------------------------------------------------
 2000                     [**]%                    [**]%                       
-------------------------------------------------------------------------------
 2001                     [**]%                    [**]%                       
-------------------------------------------------------------------------------
 2002                     [**]%                    [**]%                       
-------------------------------------------------------------------------------

 
(2)  Two sample performance payment calculations for the year 2001 are
     calculated below for illustrative purposes only.


EXAMPLE 1

[**]

EXAMPLE 2

[**]

 
                                              ** Confidential treatment has been
                                              requested with respect to certain 
                                              information contained in this 
                                              document. Confidential portions 
                                              have been omitted from the public
                                              filing and have been filed 
                                              separately with the Securities 
                                              and Exchange Commission.

[**]

(3)  This performance payment will be subject to each of the following
conditions:

[**]

(4)  The performance payment, if any, will be paid by April 30 of the year
     following the year in which the performance payment is earned.

(5)  Monthly average subscribers will be determined by adding the total number
     of subscribers at the end of each month in the relevant year and dividing
     the total by 12.

All amounts are in Canadian dollars.