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Co-Branding Agreement - At Home Corp. and E-centives Inc.

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                 E-CENTIVES - EXCITE@HOME CO-BRANDING AGREEMENT

This agreement ("Agreement") is entered into as of the 16th day of February,
2000 ("Effective Date"), by and between the At Home Corporation ("Excite@Home"
or "Excite"), located at 450 Broadway, Redwood City, California 94063, and
e-centives, Inc., ("Application Provider" or "e-centives"), a Delaware
corporation, located at 6903 Rockledge Drive, Suite 1200, Bethesda, MD 20817.

                                    RECITALS

A.   Excite@Home provides the @Home Service, maintains sites on the Internet,
     including http://www.excite.com, and owns and/or manages or labels related
     Web sites worldwide (collectively, the "Excite Network") which, among other
     things, allow its users to search for and access content and other sites on
     the Internet.

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

C.   Application Provider owns or has the right to distribute certain content
     consisting principally of coupons and offers for products and services, and
     maintains a related site on the Internet at http://www.ecentives.com (the
     "Application Provider Site").

D.   Excite@Home and Application Provider wish to distribute Application
     Provider's content through the Excite Network and/or Broadcast Pages,
     establish and maintain related co-branded pages on the Application Provider
     Site, establish links between the Excite Network and the co-branded pages
     on the Application Provider Site, and promote the Application Provider on
     the Excite Network.

Therefore, the parties agree as follows:

1.   DEFINITIONS

     a)   "Co-Branded Application" shall mean an Internet application designed,
          hosted, and managed by Application Provider whose purpose is to allow
          for the customer-specific selection, provision, and dissemination of
          offers (both targeted and untargeted, as hereinafter defined in
          EXHIBIT A) and coupons for products and services offered by
          Application Provider's merchant partners.

     b)   "Excite Content" shall mean all content, information and functionality
          provided by Excite to e-centives, including but not limited to, links
          to

                                       1

<PAGE>   2
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

          Community Products, Excite controlled advertising and Excite sourced
          offers, as further defined herein.

     c)   "e-centives Content" shall mean all content, information and
          functionality provided by e-centives through the Co-Branded
          Application, including but not limited to, e-centives controlled
          advertising and e-centives sourced offers, as further defined herein.

     d)   "User(s)" shall mean an end-user customer of the Excite@Home Network
          of web-sites and services.

     e)   "Excite@Home Member(s)" shall mean a User who has registered as a
          member of the Excite@Home Network, regardless of that User's stated
          preference regarding allowing their registration information to be
          shared with third parties.

     f)   "Program Member(s)" shall mean an Excite@Home Member who has:

          i)   Been provided access to the Co-Branded Application, and

          ii)  Has opted-in to allow all his or her registration information to
               be shared with Application Provider and/or unspecified third
               parties.

          iii) Each Program Member shall be further classified into one of two
               mutually exclusive categories, General Program Member or
               Qualified Program Member, as defined below:

               (1)  "General Program Member(s)" shall mean a Program Member who
                    has not provided "Shopping Category Data" about him or
                    herself, as defined below, and whose URS Data has been
                    provided to e-centives no later than 5 days after the
                    original date the User became an Excite@Home Member.

               (2)  "Qualified Program Member(s)" shall mean a Program Member
                    who has provided "Shopping Category Data" about him or
                    herself, as defined below.

     g)   "User Data" shall mean all information regarding an individual Program
          Member, as further broken into these distinct categories:

          i)   "URS User Data" shall mean those data elements that are captured
               in the Excite@Home primary registration system via the
               Excite@Home Member registration form that is most commonly
               provided to new Excite@Home Members. URS User Data shall at a
               minimum include user-supplied ZIP Code, gender, date of birth,
               deliverable email address, and original Excite@Home registration
               date.

                                       2
<PAGE>   3
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

          ii)  "Superset Data" shall mean those data elements, independent of
               any specific purchase transaction, which are requested from all
               Qualified Program Members, irrespective of whether or not this
               information shall be collected in the Co-Branded Application.
               Solely for purposes of illustration, such data might or might not
               include categorical data elements such as Marital Status,
               Income, and Presence of Children in the Household.

          iii) "Shopping Category Data" shall mean the list of specific shopping
               categories that a Qualified Program Member has indicated interest
               in. Shopping Category Data shall be binary in nature (e.g. Yes/No
               selections) and shall be mutually agreed upon. Solely for
               purposes of illustration, such data might or might not include
               categories such as Automobiles, Electronics, or Clothing.

          iv)  "Transactional Data" shall mean data elements descriptive of a
               specific purchase or purchase intent event which is enabled by
               the Co-Branded Application, such as purchase amount, payment
               method, items purchased, items selected but ultimately not
               purchased, etc.

     h)   "Payment-Eligible User Data" shall mean URS User Data from both
          General Program Members and Qualified Program Members, and Shopping
          Category Data and, where available, Superset Data, from Qualified
          Program Members:

          i)   Whose Excite@Home registration data is sent to e-centives for
               account creation,

          ii)  Who do not have an existing account with e-centives (as
               determined by email address) as of the Effective Date, and

          iii) Who, in the case of Qualified Program Members, have provided
               shopping interest category, which data the Co-Branded Application
               shall use to allow or restrict access to Targeted Offers, and
               Co-Branded Application email opt-in selection during either (a)
               Excite@Home Member registration or Excite@Home login or (b) offer
               detail presentment by e-centives, or (c) other registration
               process by e-centives.

2.   CO-BRANDED APPLICATION

     a)   Application Provider will, at its sole expense, develop, host and
          maintain the Co-Branded Application for Excite@Home. The primary
          function of the Co-Branded Application will be to present Users with
          coupons or other offers (both targeted and untargeted, as hereinafter
          defined in EXHIBIT A) for products and services provided by
          Application Provider's merchant partners with the intent of converting
          said Users into Program

                                       3
<PAGE>   4
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

        Members. The Co-Branded Application will include offers and other
        content and functionality (Excite Content and e-centives Content,
        collectively "Application Content") as further described in EXHIBIT B.

     b) Application Provider will design and create web pages containing the
        Application Content ("Application Pages"). The Application Pages will be
        presented in accordance with guidelines that Excite@Home will provide
        Application Provider, which include, but are not limited to, page
        performance standards and header and other design/user interface
        standards. The Application Pages will prominently feature Excite@Home
        branding and will be presented in a "look and feel" consistent with the
        "look and feel" of the Excite Network. Excite@Home will have final
        approval over all Application Pages. The Application Pages shall be
        developed in accordance, in all material respects, with the requirements
        established by EXHIBIT B.

     c) Application Provider will develop its category/directory structures to
        be similar to those found on the Excite@Home Network and in accordance
        with the requirements established by EXHIBIT B, SECTION 4.

     d) Application Provider will host the Co-Branded Application on its
        Internet servers, but will serve the Co-Branded Application from an
        "excite.com" masked domain name (or such other domain as Excite@Home may
        elect at its sole option) so that Excite@Home can receive the reach and
        page view credit. Application Provider will have sole responsibility for
        providing and maintaining, at its expense, the Application Provider
        Site, the Co-Branded Application, the Application Content (excluding the
        provision of Excite Content), and any updates thereto.

     e) Each Co-Branded Page will include one or more links to the Excite
        Network, as set forth in Section 3(d). Excite@Home will supply
        Application Provider with the URLs for these links.

     f) Other than updates to the Application Content and to advertising
        displayed on the Application Pages, Application Provider will not change
        the Co-Branded Application without Excite@Home's prior consent, which
        consent will not be unreasonably withheld. Excite@Home will respond to
        change requests within seven (7) days of receipt, and any failure to so
        respond shall be deemed an approval.

     g) Excite@Home may, upon fifteen (15) days prior notice to Application
        Provider, request reasonable revisions to the Co-Branded Application as
        needed to reflect changes that will not adversely affect Application
        Provider, such as changes to Excite@Home's name and/or brand or changes
        to the URLs for the links to the Excite Network. Application Provider
        will use reasonable efforts to accommodate Excite@Home's requested
        changes within the fifteen (15) day period.

<PAGE>   5
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

     h)   Excite@Home will have editorial control over all email or other
          similar communication with Excite@Home Members. Correspondence solely
          regarding the Co-Branded Application will only be presented to Program
          Members; communication with all other Excite@Home Members will be tied
          to regular Excite@Home email schedules, which may or may not be
          integrated with other email content at Excite@Home's sole option.
          Correspondence specific to the Co-Branded Application may be mailed on
          a schedule independent of other Excite@Home member mailings for those
          Qualified Program Members that specify a frequency of contact. Until
          an individual General Program Member specifies a frequency of email
          contact, he or she will by default receive email pursuant to the
          Co-branded Application's every-other-week email option setting. Any
          mailings to such General Program Members who have not specified a
          frequency of email contact will be mailed on a schedule that
          coordinates contact with other Excite@Home newsletter and promotional
          contacts, but at least with the frequency of every-other-week.
          Communications with Excite@Home Members shall further be subject to
          the requirements of EXHIBIT D.

3.   INTEGRATION WITH EXCITE@HOME SERVICES

     a)   Application Provider will integrate the Co-Branded Application with
          Excite@Home's Universal Registration System ("URS") according to
          Excite@Home's technical and operational specifications. Each party
          will incur their own costs related to the integration.

     b)   Information collected through the Co-Branded Application will include,
          but not be limited to,

          i)   URS User Data, whose categories may be modified from time to time
               at Excite@Home's sole option;

          ii)  Superset Data, whose categories shall be determined by mutual
               agreement but subject to Excite@Home's final approval;

          iii) Shopping Category Data, whose contents shall be determined by
               mutual agreement but subject to Excite@Home's final approval.

     c)   All Information collected under this Agreement will be transmitted
          between the parties in a manner to be mutually agreed upon.

     d)   The Co-Branded Application will include content with links that direct
          Users to other Excite@Home content, including but not limited to
          community products, which include message boards, chat, clubs, home
          pages, instant messaging, calendar, address book, email, photos and
          any other community products which Excite@Home may develop during the
          term of this Agreement ("Community Products"). The number of links to
          other Excite@Home content shall be consistent with the general
          quantity of links implemented on comparable portions of the Excite
          Network.
<PAGE>   6
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

        Application Provider will not feature non-Excite@Home Community Products
        on the Co-Branded Application without the written permission of
        Excite@Home.

     e) Application Provider will publish to Excite@Home subsets of its content
        in a mutually-agreed XML or pre-defined text format (e.g. URL's
        captions, brief two-sentence descriptions, news headlines, pointers into
        longer descriptions, and abstracts) in order for Excite@Home to
        integrate, at its option, portions of the content into its search
        results, directory results and other areas of Excite@Home in order to
        drive traffic to the Co-Branded Application, as deemed appropriate by
        Excite@Home in its sole discretion. Neither party will export to the
        other party any licensed third-party data for which the providing party
        does not have redistribution rights.

     f) Application Provider will provide and regularly update database mappings
        necessary to maximize search and directory integration for the
        Co-Branded Application into Excite@Home's services.

     g) Application Provider will provide Excite@Home with a regularly updated
        data feed of product information for integration into Excite@Home's
        commerce services. The data feed will be provided according to
        Excite@Home's then-applicable standard product data import
        specifications, which specifications shall be substantially similar to
        those required by similar service providers in the industry.

     h) Excite@Home will provide Application Provider with a regularly updated
        data feed of product information for integration into the Co-Branded
        Application. The data feed will be provided according to Excite@Home's
        standard product data export specifications, which specifications shall
        be substantially similar to those required by similar service providers
        in the industry.

     i) Excite@Home shall not offer any Excite-branded or Excite-co-branded
        service during the Term of this Agreement that is substantially similar
        in functionally to the Co-Branded Application.

4.   ADVERTISING ON THE CO-BRANDED APPLICATION

     a) Excite@Home will have the right to sell and serve Excite banner,
        sponsorship, and text link advertising on the Co-Branded Application, as
        limited by the terms of this Section. Excite@Home will have the right to
        sell and serve such advertising on all pages within the Co-Branded
        Application. Revenues from such advertising shall accrue wholly to
        Excite@Home. Application Provider will enable the ad-serving and
        accommodate Excite@Home's technical requirements, which shall be

                                       6
<PAGE>   7
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

     consistent with those of Excite's other partners and the standards
     generally used in the industry, at its own expense.

b)   Banner advertising shall be limited to one standard-size banner below
     the Co-Branded Application's content area, as described in Section 2.

c)   Sponsorship modules will be present on the Co-Branded Application in a
     quantity consistent with the overall quantity within other shopping
     content areas of Excite. Each party shall have the right to sell and
     serve advertisements on 50% of the sponsorship tiles within the Co-Branded
     Application. As of the Effective Date of this Agreement, pages within
     Excite@Home's shopping service contain four sponsorship tiles arranged
     vertically on the right hand side of each page, though over time this may
     change at Excite@Home's sole option, but such changes shall not conflict
     with Application Provider's contractual obligations. Within this
     framework, Application Provider will have access to the first and third
     tiles from the top; Excite@Home will have access to the second and fourth
     tiles. Should additional tiles be added during the term of this Agreement,
     the first incremental tile shall be allocated to Application Provider, the
     following to Excite@Home, and so forth. Revenue generated by the parties
     from such activities shall not be shared but rather shall be retained by
     the respective party to whom the Sponsorship tile(s) are allocated.

d)   Excite@Home will not serve advertising on the Co-Branded Application for
     any "Application Provider Named Competitor," as specified in EXHIBIT E.
     Application Provider may designate no more than 10 companies as Named
     Competitors. Not more than once per quarter, Application Provider may
     update the list of Application Provider Named Competitors, but may not add
     to the list any company with which Excite@Home has a material existing
     relationship as of the Effective Date of this Agreement. Within three
     business days of receiving Application Provider's written update,
     Excite@Home will remove any advertising from Application Provider's listed
     competitors displayed on the Co-Branded Pages.

e)   Application Provider will not serve advertising on the Co-Branded
     Application for any "Excite@Home Named Competitor," as specified in
     EXHIBIT E. Excite@Home may designate no more than 10 companies as Named
     Competitors. Not more than once per quarter, Excite@Home may update the
     list of Excite@Home Named Competitors, but may not add to the list any
     company with which e-centives has a material existing relationship as of
     the Effective Date of this Agreement. Within three business days of
     receiving Excite@Home's written update, Application Provider will remove
     any advertising from Excite@Home's listed competitors displayed on the
     Co-Branded Pages.


                                       7
<PAGE>   8
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

     f)   Application Provider will not serve advertising on the Co-Branded
          Application that (i) violates any law, rule, or regulation, (ii)
          relates to pornography, gaming, tobacco, or alcohol, (iii) is the
          subject of a claim to trademark, trade name, service mark, or other
          proprietary rights, or Excite@Home may request removal of any such
          advertising from the Co-Branded Application, and Application Provider
          shall remove any such advertising within twenty-four (24) hours of
          receipt of any such written request.

5.   PROMOTION OF THE CO-BRANDED APPLICATION

     a)   Excite@Home will provide promotion for the Co-Branded Application as
          described in EXHIBIT F. Excite@Home may provide additional links to,
          or other promotion for, the Co-Branded Application from elsewhere on
          or off the Excite Network at its sole discretion.

6.   USER DATA OWNERSHIP

     a)   Ownership

          i)   The operation of the Co-Branded Application will permit the
               collection of Payment-Eligible User Data.

          ii)  Payment-Eligible URS User Data, Superset Data, and Shopping
               Category Data collected through the operation of the Co-Branded
               Application will be jointly owned by the parties. The parties'
               respective ownership shall be subject to the restrictions set
               forth in this Agreement.

          iii) Transactional Data, when available, shall be jointly owned by
               the parties, except in those cases where Application Provider's
               contractual agreement(s) with its merchant partner(s) prevent
               the sharing of said Transactional Data with third parties. In
               all cases Application Provider shall use commercially reasonable
               efforts to ensure that Transactional Data may be shared with and
               co-owned by Excite@Home. The parties' respective ownership
               rights shall be subject to the restrictions set forth in this
               Agreement.

     b)   Restrictions

          i)   During the Term of this Agreement, Application Provider shall
               own Payment-Eligible User Data solely for the purpose of
               providing the services of the Co-Branded Application.
               Application Provider may not use Payment-Eligible User Data to
               solicit User traffic to www.e-centives.com or any other
               co-branded version of www.e-centives.com with the intent of
               driving such Users away from using the Co-Branded Application.
               Notwithstanding the foregoing, solely for the period from the
               Effective Date of this

                                       8
<PAGE>   9
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

            Agreement to the Launch Date for the Co-Branded Application, as
            hereinafter defined, Application Provider may use Payment Eligible
            User Data to solicit User traffic to the co-branded area currently
            in place at http://coupons.excite.com pursuant to the Sponsorship
            Agreement effective March 5, 1999 in force between the parties.

      ii)   Application Provider may not sell, disclose, transfer, rent, or
            license Payment-Eligible User Data in a form identifiable to any
            particular user to any third party. Notwithstanding the foregoing,
            Application Provider may disclose User Data if it is aggregated in a
            non-associatable way with data from multiple online properties or in
            an anonymous format on a per user basis.

      iii)  In no event may either party sell, disclose, transfer, rent, or
            license Payment-Eligible User Data to the other party's Named
            Competitors as listed in EXHIBIT E. Furthermore, Excite@Home may not
            sell, disclose, transfer, rent, or license Shopping Category Data or
            Superset Data to Data Restricted Named Companies as specified in
            EXHIBIT I. Not more than once per quarter, Application Provider may
            update the list of Application Provider Data Restricted Named
            Companies shown in EXHIBIT I, so long as such list shall not exceed
            twenty-five (25) companies.

      iv)   Excite@Home may not sell, disclose, transfer, rent or license any
            Transactional Data regardless of Program Member preferences.

      v)    The collection, storage, and usage of all classes of
            Payment-Eligible User Data shall comply with Excite@Home's
            then-current security and privacy guidelines.

      vi)   Application Provider will not solicit any Excite@Home Member on
            behalf of any Excite@Home Named Competitor during the Term of this
            Agreement or thereafter. The list of Excite@Home Named Competitors
            is defined in EXHIBIT E.

c)    Effect of Termination or Expiration

      i)    In the event that the Agreement is terminated pursuant to Section
            16.a.v due to e-centives' acquisition by an Excite@Home Named
            Competitor, or by an entity controlling or controlled by an
            Excite@Home Named Competitor, e-centives shall transfer all of its
            right, title and interest in and to the Payment-Eligible User Data
            to Excite. Notwithstanding the foregoing, Payment-Eligible User Data
            that relates to users who have opted out in accordance with Section
            5(a) of EXHIBIT D shall continue to be jointly owned by the parties.


                                       9
<PAGE>   10
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

          ii)  In the event that the Agreement expires or is terminated for any
               reason other than termination pursuant to Section 16.a.v, the
               parties shall continue to jointly own Payment-Eligible User Data
               in accordance with Section 6.a. The restrictions of Section 6.b
               shall continue to apply, with the exception of subsections 6.b.i
               and 6.b.v.

7.   PAYMENTS AND DELIVERY OF USER DATA

     a)   Payments and delivery for General Program Member User Data records:

          i)   Excite@Home will supply to Application Provider a minimum of
               ***** Payment-Eligible User Data records for General Program
               Members containing all available information set forth in Section
               1(h) in each quarter during the Term of this Agreement, beginning
               with the quarter in which the Launch Date (as hereinafter
               defined) falls, for a minimum of ***** of these General
               Program Member User Data records during the Term of this
               Agreement.

          ii)  Excite@Home shall provide in excess of ***** such General
               Program Member User Data records, to the extent such records are
               available.

          iii) The General Program Member User Data records supplied by
               Excite@Home to Application Provider shall consist solely of URS
               User Data.

          iv)  e-centives will pay for these General Program Member User Data
               records to Excite@Home at a rate of $***** per unique User Data
               record. This rate will apply only to the first ***** records.
               e-centives will pay Excite@Home $***** in payments for these
               General Program Member User Data records over the Term of
               this Agreement, in accordance with the schedule set out in
               Section 7.d. In the event that more than ***** such General
               Program Member User Data records are supplied, payments for such
               additional records shall be governed by Section 7.e.

          v)   The failure of Excite@Home to deliver at least ***** of these
               General Program Member User Data records shall not be deemed a
               breach of this Agreement. To the extent that Excite@Home fails to
               deliver at least ***** General Program Member User Data
               records, however, e-centives' total payment obligations under
               Section 7.a.iv shall be correspondingly reduced at the rate of
               $***** per record for any shortfall. In no event will any failure
               to deliver at least ***** General Program Member User Data
               records constitute cause to extend the Term of this Agreement.

                                       10
<PAGE>   11
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

b)   Payments and delivery for Qualified Program Member User Data records:

     i)   Excite@Home will supply to e-centives a minimum of *****
          Payment-Eligible User Data records for Qualified Program Members
          containing all available information set forth in Section 1(h) in each
          quarter during the Term of this Agreement, beginning with the quarter
          in which the Launch Date (as hereinafter defined) falls, for a minimum
          of ***** of these Qualified Program Member User Data records
          during the Term of this Agreement.

     ii)  Excite@Home shall provide in excess of ***** such Qualified
          Program Member User Data records, to the extent such records are
          available.

     iii) The Qualified Program Member User Data records supplied by Excite@Home
          to e-centives shall consist of URS User Data and Shopping Category
          Data and, if available, Superset Data.

     iv)  e-centives will pay for these Qualified Program Member User Data
          records to Excite@Home at a rate of $***** per unique User Data
          record. This rate will apply only to the first ***** records.
          e-centives will pay Excite@Home $***** in payments for these
          Qualified Program Member User Data records over the Term of this
          Agreement, in accordance with the schedule set out in Section 7.d.
          In the event that more than ***** Qualified Program Member User
          Data records are supplied, payments for such additional records shall
          be governed by Section 7.e.

     v)   The failure of Excite@Home to deliver at least ***** such
          Qualified Program Member User Data records shall not be deemed a
          breach of this Agreement. To the extent that Excite@Home fails to
          deliver at least ***** Qualified Program Member User Data records,
          however, e-centives' total payment obligations under Section 7.b.iv
          shall be correspondingly reduced at the rate of $***** per record for
          any shortfall. In no event will any failure to deliver at least *****
          Qualified Program Member User Data records constitute cause to
          extend the Term of this Agreement.

c)   Conversion of General Program Members to Qualified Program Members

     i)   It is anticipated that a substantial number of Program Members who
          started as General Program Members will subsequently become Qualified
          Program Members. Both parties stipulate that it is in their interests
          for this to occur.

     ii)  If Excite@Home supplies e-centives with a Qualified Program Member
          User Data record for a Program Member for whom it has

                                       11


<PAGE>   12
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

          previously submitted a General Program Member User Data record, the
          record shall be accounted for as follows:

          (1)  If the Qualified Program Member User Data record is supplied in
               the same quarter in which the General Program Member User Data
               record was originally supplied to e-centives, the Program Member
               record shall be treated as always having been a Qualified Program
               Member record for purposes of both volume and payments.

          (2)  If the Qualified Program Member User Data record is supplied in a
               quarter different from the one in which the General Program
               Member User Data record was originally supplied to e-centives,
               the Program Member record shall be treated as a Qualified Program
               Member record for purposes of both volume and payments, but a
               credit shall be applied against the General Program Member volume
               and payment guarantees.

          (3)  Payments shall be based upon the total number of records
               delivered for each Program Member category. For payment purposes,
               Excite@Home shall be obligated to track only total records per
               category and shall not be obligated to track individual records.

d)   Payment Schedule

     i)   Within ten (10) days of the Effective Date of this Agreement,
          e-centives shall make a non-refundable payment to Excite@Home of
          $***** as pre-payment for Payment-Eligible User Data records:

          (1)  e-centives will pay Excite@Home $***** in pre-payments for
               ***** General Program Member User Data records.

          (2)  e-centives will pay Excite@Home $***** in pre-payments for
               ***** Qualified Program Member User Data records.

     ii)  During the Term of this Agreement, on the first day of each quarter
          following the quarter in which the Launch Date falls, e-centives shall
          make additional non-refundable payments for the Payment-Eligible User
          Data records. In the event that the Launch Date is delayed beyond
          March 31, 2000, the April 1, 2000, payment pursuant to this subsection
          shall be postponed and shall instead be made within (10) days of the
          Launch Date. Payments under this subsection shall be calculated as
          follows:



                                       12

<PAGE>   13
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

               (1)  General Program Member User Data: $*****, plus $*****
                    times the total number of records previously delivered, less
                    all amounts previously paid on account of General Program
                    Member User Data.

               (2)  Qualified Program Member User Data: $*****, plus $*****
                    times the total number of records previously delivered, less
                    all amounts previously paid on account of General Program
                    Member User Data.

          iii) The amounts paid pursuant to subsection 7.d.ii shall be further
               subject to the following cap: at no point shall e-centives' total
               payments exceed an average of $***** per quarter. In the
               event that the payment amount dictated by the formulas in
               subsections 7.d.ii.(1) and (2) would raise e-centives' total
               payments to an average in excess of $***** per quarter,
               e-centives shall instead pay only that amount necessary to
               maintain an average quarterly payment of $*****.

          iv)  A sample hypothetical payment schedule showing the effect of this
               provision is included solely for purposes of illustration in
               EXHIBIT G.

     e)   In the event that Excite@Home delivers more than *****
          Payment-Eligible General Program Member User Data records and/or more
          than ***** Payment-Eligible Qualified Program Member User Data
          records during the Term of the Agreement, e-centives will pay
          Excite@Home, on a quarterly basis, *****% of net revenue (gross
          revenue less direct third party commissions) generated from the
          delivery of offers to any such excess Program Members. This provision
          shall apply to net revenue generated during the year following the
          end of the calendar quarter in which the names were supplied,
          irrespective of the Term of this Agreement.

8.   USER DATA DELIVERY PERFORMANCE MEETINGS

     The parties will meet on a quarterly basis to review Program Member User
     Data record delivery goals and performance and adjust marketing plans and
     member signup goals as mutually agreed.

9.   EXCITE@HOME PURCHASES FROM E-CENTIVES

     a)   Excite@Home will purchase in bulk a minimum of $3.75 million in
          e-centive packages from e-centives at the rate of $***** per e-centive
          delivered for the purpose of resale to Excite@Home's advertisers and
          partners. Within 5 days of Launch Date Excite@Home will pay e-centives
          a non-refundable minimum of $***** and will continue to pay a
          minimum of $***** each quarter, payable at the beginning of the
          quarter, during the Term of this Agreement for such packages. Unless


                                       13

<PAGE>   14
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

          sold by Excite within 6 months of purchase, such purchased e-centives
          packages shall expire and no longer be available for resale by
          Excite@Home. Any purchases beyond the minimum shall be at
          Excite@Home's sole discretion. Such e-centive packages shall be
          governed by e-centives' standard terms and conditions. To the extent
          that Excite@Home elects in its sole discretion to purchase in excess
          of $***** in e-centive packages during any quarter, any such excess
          purchases shall constitute a credit which Excite@Home may apply
          against its minimum purchase obligations in any subsequent quarter(s).

     b)   Excite@Home will determine, at its sole discretion, the size and
          nature of each e-centive package bought under these terms.
          Excite@Home shall not be limited to a standard package size.

     c)   Excite@Home will pay e-centives *****% of net revenue (gross revenue
          less $***** purchase price and cost of sales not to exceed *****% of
          gross revenues) generated from sales of the e-centives packages.

     d)   e-centives may not extend exclusive offers developed for Excite@Home
          by its advertisers to non-Excite@Home users of the e-centives service
          for a period of 30 days following the day on which the offer is first
          made available through Excite@Home.

10.  USAGE REPORTS

     a)   Application Provider will provide usage reports to Excite@Home on a
          weekly basis in a mutually agreed upon format. At a minimum, usage
          reports will include:

          i)    Transactional Data on all Excite@Home Members who transact
                through the Co-Branded Application (where available and as
                limited by Section 6.a.iii);

          ii)   Individual Program Member data, including such information as
                user preferences, usage, and response rates;

          iii)  Daily page views by category; and

          iv)   Aggregate information on response rates.

     b)   The usage reports will be co-owned by the parties.

11.  TRADEMARK OWNERSHIP AND LICENSE

     a)   Application Provider will retain all right, title and interest in and
          to its trademarks, service marks and trade names worldwide, subject
          to the limited license granted to Excite@Home in Section 11(c) below.


                                       14
<PAGE>   15
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

     b)   Excite@Home will retain all right, title and interest in and to its
          trademarks, service marks and trade names worldwide, subject to the
          limited license granted to Application Provider in Section 11(c)
          below.

     c)   Each party hereby grants to the other a non-exclusive, limited license
          to use its trademarks, service marks or trade names only as
          specifically described in this Agreement. All such use shall be in
          accordance with each party's reasonable policies regarding advertising
          and trademark usage as established from time to time.

     d)   Upon the expiration or termination of this Agreement, each party will
          cease using the trademarks, service marks and/or trade names of the
          other except:

          i)   As the parties may agree in writing; or

          ii)  To the extent permitted by applicable law.


12   CONTENT OWNERSHIP AND LICENSE

     a)   Application Provider will retain all right, title and interest in and
          to the e-centives Content worldwide (including, but not limited to,
          ownership of all copyrights and other intellectual property rights
          therein). Subject to the terms and conditions of this Agreement,
          Application Provider hereby grants to Excite@Home a royalty-free,
          non-exclusive, worldwide license to use, reproduce, distribute,
          transmit and publicly display the e-centives Content in accordance
          with this Agreement and to sub-license the Application Content to
          Excite@Home's wholly-owned subsidiaries or to joint ventures in which
          Excite@Home participates for the sole purpose of using, reproducing,
          distributing, transmitting and publicly displaying the e-centives
          Content in accordance with this Agreement, provided that no such
          sublicensing shall be to Application Provider Named Competitors.

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


13.  MAINTENANCE, CUSTOMER SUPPORT AND PERFORMANCE OBLIGATIONS

     a)   Application Provider shall be responsible for providing all
          maintenance and technical support for all Co-Branded Application users
          as set forth in EXHIBIT H.

     b)   Application Provider shall be responsible for meeting the performance
          and uptime guarantees for the Co-Branded Application as set forth in
          EXHIBIT H.





                                       15
<PAGE>   16
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

14.  PUBLICITY

     It is the intention of both parties to publicly disclose the nature (but
     not the terms) of the relationship following the completion of the
     Agreement and other related documents. It is the intention of both parties
     to support public releases, whereby an authorized senior executive of both
     companies is quoted within the release. Both parties will provide
     reasonable and timely support of such releases. Neither party shall make
     any publication or issue any press release concerning this document or the
     arrangements contemplated without the other party's written approval prior
     to release. Notwithstanding the foregoing, Excite@Home agrees to allow
     reference to its name and disclosure of the terms of the relationship
     between the parties to potential investors and relevant regulatory
     authorities for purposes of funding activities by e-centives, which may
     include an initial public offering.

15.  TERM

     The term of this Agreement will begin on the Effective Date and will end
     three (3) years from the date the Co-Branded Application becomes
     accessible to Excite@Home Members ("Launch Date").

16.  TERMINATION

     a)   Basis for Termination:

          i)   Either party  may terminate if the other party breaches the
               Agreement and the breach remains uncured for thirty (30) days
               following receipt of written notice of intention to terminate
               from the other party.

          ii)  Excite@Home may terminate the Agreement with thirty (30) days
               written notice if Application Provider does not meet the content
               and launch guidelines described in EXHIBIT B.

          iii) Excite@Home may terminate the Agreement if the Co-Branded
               Application is not at least comparable to any other source of
               Application Content on the Internet in accordance with the
               following provisions:

               (1)  At any time during the Term of this Agreement, Excite@Home
                    may determine, in its reasonable judgment, that the
                    Co-Branded Application is not at least comparable to other
                    sources of Application Content generally available on the
                    Internet in terms of the following factors:

                    (i)  Breadth and depth of content;

                    (ii) Tools and functionality;

                                       16
<PAGE>   17
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

          (iii) Personalization; and

          (iv)  User interface and ease of use.

     (2)  If Excite@Home determines that the Co-Branded Application is not at
          least comparable to other sources of Application Content generally
          available on the Internet in terms of at least two of the four factors
          in Section 16.a.iii.1, Excite@Home may notify Application Provider in
          writing of said deficiency, which shall initiate a 28-day "Cure
          Period." If at the end of the Cure Period Excite@Home, in its
          reasonable judgment, determines that the deficiency still exists, then
          Excite@Home may terminate the Agreement without further delay.

iv)  Either party may terminate the Agreement without penalty upon thirty (30)
     days' written notice if regulations or applicable laws applied at the US
     federal level regarding privacy or User Data purchase and/or usage impede
     or prohibit said party from performing its services as contemplated by this
     Agreement or thereafter.

v)   In the event that a majority of Application Provider's assets are merged,
     acquired or sold to an Excite@Home Named Competitor, or to an entity
     controlling or controlled by an Excite@Home Named Competitor, then
     Excite@Home may terminate this Agreement by providing thirty (30) days
     written notice. This option to terminate this Agreement may only be
     exercised by providing written notice within ninety (90) days of
     Excite@Home's receiving notice of such transaction. Application Provider
     shall provide such notice at least twenty-four (24) hours before the public
     announcement of any such transaction.

vi)  The parties acknowledge that, due to the continually evolving nature of the
     Internet, substantive changes to the product plan and integration
     contemplated in the Agreement will likely be necessary during the Term.
     From time to time, Excite@Home may require that Application Provider
     provide extensions, incremental services and/or integration of the
     Co-Branded Application (collectively, "Modifications"). In the event that
     Application Provider is unable and/or unwilling to deliver such additions,
     or in the event that the parties disagree on the direction of the
     Co-Branded Application or its integration, Excite@Home may terminate the
     Agreement with no penalty by providing ninety (90) days written notice.
     Notwithstanding the foregoing, Excite shall not be entitled to terminate
     this Agreement in the event that the requested

                                       17

<PAGE>   18
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

          Modifications exceed or are outside the scope of technology and/or
          service levels generally available on the Internet.

b)   Effects of Termination

     i)   Each Party will promptly return all Confidential Information of the
          other party.

     ii)  Each Party will pay all earned and undisputed outstanding amounts owed
          to the other Party under this Agreement within thirty (30) days after
          the effective date of such termination. Notwithstanding the foregoing,
          all payments for User Data records shall be due and accrue in
          accordance with terms of this Agreement.

     iii) For a period of up to sixty (60) days, Application Provider will
          provide consulting services to Excite@Home, as Excite@Home may
          reasonably request and for reasonable fees to be paid to Application
          Provider, such fees to be agreed upon in writing by the Parties, to
          assist Excite@Home in providing a seamless transition to Program
          Members. Application Provider will have no obligation to provide such
          services to Excite@Home to the extent that Application Provider's
          personnel and resources are unavailable in the amounts requested by
          Excite@Home or if the Parties are unable in good faith to agree on the
          reasonable fees to be paid to Application Provider for such services.
          Application Provider will not be required, in the course of providing
          such consulting services to Excite@Home, to disclose or transfer to
          Excite@Home any proprietary information, software, or Intellectual
          Property of Application Provider or any of its merchant partners.

     iv)  To further ensure a seamless transition for Program Members, in the
          event of a termination based upon a material breach by e-centives or
          an acquisition pursuant to Section 16.a.v. only, Application Provider
          shall continue to host and maintain the Co-Branded Application for a
          period of one hundred twenty (120) days following either receipt or
          issuance of notice of intention to terminate this Agreement. Such
          hosting and maintenance of the Co-Branded Application shall be
          provided by Application Provider at such reasonable rates as are
          mutually agreed upon by the parties.

     v)   The provisions of this Section (Termination), Section 17
          (Post-Termination Communications), Section 18 (Confidentiality),
          Section 19 (Warranties and Indemnities), Section 20 (Limitation of
          Liability), and Section 21 (Dispute Resolution) shall survive any
          termination or expiration of this Agreement.
<PAGE>   19
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

17.  POST-TERMINATION COMMUNICATIONS

     a)   Upon termination of this Agreement for reasons other than a
          relationship with an Excite@Home Named Competitor under Section
          16.a.v., the parties will communicate with Program Members as follows:

          i)   Excite@Home will email Program Members on e-centives' behalf up
               to a maximum of two times. Consistent with other communications
               envisioned during the Term of the Agreement, such mailings will
               be branded Excite@Home but will alert Program Members that this
               Agreement is to be terminated, the Co-Branded Application will
               continue with e-centives branding, and Program Members will
               continue as a participant in the e-centives service unless they
               explicitly opt out.  The content and copy of such emails shall be
               mutually agreed upon.

          ii)  The first email will be exclusive to e-centives (i.e., it will
               not mention similar services from Excite@Home or other third
               parties) and will alert Program Members of the continuation of
               the e-centives service directly from e-centives. Program Members
               shall be further alerted that their membership in the e-centives
               service shall continue unless they explicitly opt-out.
               Excite@Home shall not promote competing services in such contact
               or otherwise discourage Program Members from continuing to use
               the e-centives service as provided directly by e-centives.

          iii) The second email will not be exclusive to e-centives. It will
               include the same e-centives alerts as in the first email, but may
               offer a replacement Excite@Home service and a notification that
               the Program Member will remain in such an Excite@Home-provided
               service unless they specifically opt-out. Excite@Home shall not
               discourage Program Members from continuing to use the e-centives
               service directly from e-centives, but may offer an additional
               choice. It is conceivable that any one end user customer could
               use both services.

          iv)  Any such communications will be subject to Excite@Home's
               then-current privacy policy.

     b)   In the event that the Agreement is terminated pursuant to Section
          16.a.v. due to e-centives' acquisition by an Excite@Home Named
          Competitor, or by an entity controlling or controlled by an
          Excite@Home Named Competitor, e-centives or its assigns or designates
          may not contact any Users for whom User Data has been provided
          pursuant to this Agreement, excluding those that have opted out in
          accordance with Section 5(a) of Exhibit D. In the event of such
          termination, e-centives will not be eligible for any refund of
          pre-termination payments made to Excite@Home.

                                       19

<PAGE>   20
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

18.  CONFIDENTIALITY

     a)   For the purposes of this Agreement, "Confidential Information" means
          information about the disclosing party's (or its suppliers') business
          or activities that is proprietary and confidential, which shall
          include all business, financial, technical and other information of a
          party marked or designated by such party as "confidential" or
          "proprietary"; or information which, by the nature of the
          circumstances surrounding the disclosure, ought in good faith to be
          treated as confidential.

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

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

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

     e)   The information contained in the Usage Reports provided hereunder will
          be deemed to be the Confidential Information of each party and will
          not be disclosed without the written consent of the other party.

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

19.  WARRANTIES AND INDEMNITIES

     a)   Application Provider's warranties and indemnities:

          i)   Application Provider warrants that it owns, or has obtained the
               right to distribute and make available, as specified in this
               Agreement, any and all content provided to Excite@Home or made
               available to third parties (excluding the Excite Content) in
               connection with this Agreement.

                                       20
<PAGE>   21
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

          ii)  Application Provider warrants that the e-centives Content will
               comply, in all material respects, with the description and
               technical specifications contained in EXHIBITS A AND B.

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

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

               (2)  Any claim (including, without limitation, claims for
                    infringement of third party intellectual property,
                    publicity, or privacy rights) arising from the e-centives
                    Content, including, without limitation, e-centives'
                    trademarks, but excluding claims based upon the Excite
                    Content or any other materials provided by Excite in the
                    form originally provided by Excite; or

               (3)  Any claims (including, without limitation, claims for
                    infringement of third party intellectual property,
                    publicity, or privacy rights), by third parties arising out
                    of or based upon e-centives' services and/or any other
                    service provided by e-centives, but excluding claims based
                    upon the Excite Content or any other information or
                    materials provided by Excite in the form originally provided
                    by Excite.

          iv)  Application Provider's obligation to indemnify Excite@Home is
               conditioned upon Excite@Home promptly notifying Application
               Provider of any and all such claims. Notwithstanding the
               foregoing, Application Provider shall only be relieved of its
               obligation to indemnify Excite@Home to the extent that any such
               failure to notify materially and adversely affects Application
               Provider's defense. Excite@Home will reasonably cooperate with
               Application Provider in the defense and/or settlement thereof;
               provided that, if any settlement requires an affirmative
               obligation of, results in any ongoing liability to, or prejudices
               or detrimentally impacts Excite@Home in any way, and such
               obligation, liability, prejudice or impact can reasonably be
               expected to be material, then such settlement shall require
               Excite@Home's written consent (not to be unreasonably withheld or
               delayed), and Excite@Home may have its own counsel in attendance
               at all official proceedings and substantive negotiations relating
               to such claim at Excite@Home's sole cost and expense.

                                       21
<PAGE>   22
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

b)   Excite@Home's warranties and indemnities:

     i)   Excite warrants that it has the right to distribute and make
          available, as specified in this Agreement, any and all content and
          User Data provided to e-centives or made available to third parties
          (excluding the e-centives Content) in connection with this Agreement.

     ii)  Excite warrants that the Excite Content will comply, in all material
          respects, with the description and technical specifications contained
          in EXHIBITS A AND B.

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

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

          (2)  Any claim (including, without limitation, claims for infringement
               of third party intellectual property rights) arising from the
               Excite Content, including, without limitation, Excite's
               trademarks, but excluding claims based upon the e-centives
               Content or any other materials provided by e-centives in the form
               originally provided by e-centives; or

          (3)  Any claims (including, without limitation, claims for
               infringement of third party intellectual property rights), by
               third parties arising out of or based upon Excite@Home's services
               and/or any other service provided by Excite, but excluding claims
               based upon the e-centives Content or any other information or
               materials provided by e-centives in the form originally provided
               by e-centives.

     iv)  Excite@Home's obligation to indemnify Application Provider is
          conditioned upon Application Provider promptly notifying Excite@Home
          of any and all such claims. Notwithstanding the foregoing, Excite
          shall only be relieved of its obligation to indemnify e-centives to
          the extent that any such failure to notify materially and adversely
          affects Excite@Home's defense. Application Provider will reasonably
          cooperate with Excite@Home in the defense and/or settlement thereof;
          provided that, if any settlement requires an affirmative obligation
          of, results in any ongoing liability to, or prejudices or
          detrimentally impacts

                                       22
<PAGE>   23
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

               Application Provider in any way, and such obligation, liability,
               prejudice or impact can reasonably be expected to be material,
               then such settlement shall require Application Provider's written
               consent (not to be unreasonably withheld or delayed), and
               Application Provider may have its own counsel in attendance at
               all proceedings and substantive negotiations relating to such
               claim at Application Provider's sole cost and expense.

     c)   Except as specified in this Section, neither party makes any warranty
          in connection with the subject matter of this Agreement and hereby
          disclaims any and all implied warranties, including all implied
          warranties of merchantability and fitness for a particular purpose
          regarding such subject matter.

20.  LIMITATION OF LIABILITY

     Except as provided by Sections 19(a)(iii)(2), (a)(iii)(3), (b)(iii)(2) and
     (b)(iii)(3):

     a)   Neither party will have liability for any damages other than direct
          damages. In no event will either party be liable to the other for any
          special, incidental or consequential damages, whether based on breach
          of contract, tort (including negligence) or otherwise, whether or not
          that party has been advised of the possibility of such damage.

     b)   Either party's liability for damages shall be limited to the amounts
          actually paid by the other party.

21.  DISPUTE RESOLUTION

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

     b)   In the event of disputes between the parties arising from or
          concerning in any manner the subject matter of this Agreement, other
          than disputes arising from or concerning trademarks, service marks or
          trade names and/or confidentiality, the parties will first attempt to
          resolve the dispute(s) through good faith negotiation. In the event
          that the dispute(s) cannot be resolved through good faith negotiation,
          the parties will refer the


                                       23
<PAGE>   24
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

        dispute(s) to a mutually acceptable mediator for hearing in the county
        in which Excite@Home has its principal place of business.

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

22.  GENERAL

     a) Governing Law. The Agreement will be governed by and construed in
        accordance with the laws of the State of California, notwithstanding the
        actual state or country of residence or incorporation of Application
        Provider.

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

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

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

     e) Audit Rights. A party obligated to make payments and/or provide User
        Data hereunder shall keep for 3 years proper records and books of
        account relating to the computation of such payments and/or the
        compilation and content of such User Data. Once every 12 months, the
        party receiving payment and/or User Data records or its designee may
        inspect such records to verify for accuracy. Any such inspection will be
        conducted in a

                                       24




<PAGE>   25
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

     manner that does not unreasonably interfere with the inspected party's
     business activities. In the case of underpayments, the inspected party
     shall immediately make any overdue payments disclosed by the audit plus
     applicable interest. Such inspection shall be at the inspecting party's
     expense; however, if the audit reveals overdue payments in excess of 5% of
     the payments owed to date, the inspected party shall immediately pay the
     cost of such audit, and the inspecting party may conduct another audit
     during the same 12 month period. In the case of inaccurate and/or outdated
     User Data, the providing party shall immediately provide accurate User Data
     and/or updated User Data (to the extent such party has updated User Data.

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

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

h)   Entire Agreement.  This Agreement is the complete and exclusive agreement
     between the parties with respect to the subject matter or related matters
     hereof, superseding any prior agreements and communications (both written
     and oral) regarding such subject matter. Notwithstanding the foregoing, the
     Sponsorship Agreement effective on March 5, 1999 that currently is in
     force between the two parties to this Agreement shall remain in force, on
     an interim basis only, and will terminate at the end of the calendar month
     that the Co-Branded Application launches on the Excite@Home Shopping
     service without further compensation from either party.

i)   Waiver.  The failure of either Party to require performance by the other
     Party of any provision of this Agreement will not affect the full right to
     require such performance at any time thereafter; nor will the waiver by
     either Party of a breach of any provision of this Agreement be taken or
     held to be a waiver of the provision itself.

j)   Modification.  This Agreement may only be modified by a written document
     executed by both parties.

k)   Construction.  The section headings appearing in this Agreement are
     inserted only as a matter of convenience and in no way define, limit,
     construe, or describe the scope or extent of such section or in any way
     affect this Agreement.

                                       25


<PAGE>   26
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

          l)   Counterparts.  This Agreement may be executed in counterparts,
               each of which shall be deemed an original, but all of which
               together shall constitute one and the same instrument.


IN WITNESS HEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first written above.



AT HOME CORPORATION                     e-centives, INC.

By: ________________________________    By: ____________________________________


Name: ______________________________    Name: __________________________________


Title: _____________________________    Title: _________________________________


Date: ______________________________    Date: __________________________________


450 Broadway                            6903 Rockledge Drive, Suite 1200
Redwood City, CA 94063                  Bethesda, MD 20817


                                       26
<PAGE>   27
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

                                   EXHIBIT A

                 UNTARGETED AND TARGETED OFFERS WITHIN THE CO-
                              BRANDED APPLICATION

1.   DEFINITIONS

     a)   "Untargeted Offers" are those offers generated from either party's
          network of merchant partners, to be extended to all Users for the
          benefit of attracting shoppers.

     b)   "Targeted Offers" are e-centives offers made available only to Program
          Members.

2.   TREATMENT OF UNTARGETED OFFERS

     a)   The parties shall establish by mutual agreement prices for the sale
          of Untargeted Offers for display in the Co-Branded Application.

     b)   The parties will share equally all revenue from the sale of
          Untargeted Offers sold for display in the Co-Branded Application.
          This equal division of revenue shall not extend to any placement of
          Untargeted Offers outside the Co-Branded Application. For Untargeted
          Offers that appear both on the Co-Branded Application and elsewhere
          on the Excite Network, revenue attributable to placement on the
          Co-Branded Application shall be calculated based on the price to be
          established as set forth in Section 2.a of this Exhibit, and the
          parties will share equally such revenue.

     c)   The price to be established as set forth in Section 2.a of this
          Exhibit shall not apply to mass listings of paper or local coupons.
          The parties will share equally all revenue from the listing of paper
          or local coupons in the Co-Branded Application.

     d)   Each party shall receive without charge space for twenty (20)
          Untargeted Offers each month. This allocation of free Untargeted
          Offers may be modified as mutually agreed upon during the Term of the
          Agreement.

3.   TREATMENT OF TARGETED OFFERS

     a)   Targeted offers may be viewed by Users, but may not be used by Users
          unless they become Program Members.

     b)   Targeted offers shall be sold as e-centives and charged upon delivery
          or display to, or transaction by, a Program Member in the Co-Branded
          Application or its associated emails.


                                       27

<PAGE>   28
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.


     c)   All Targeted Offers shall be placed above any Untargeted Offers.

     d)   e-centives Co-Branded Application emails shall contain only Targeted
          Offers, and shall not contain Untargeted Offers.







                                       28

<PAGE>   29
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

                                   EXHIBIT B

                     CONTENT DESCRIPTION AND SPECIFICATIONS
                            ("APPLICATION CONTENT")


The following describes the general product plan for the Co-Branded Application:

1.   CUSTOMER OFFERS

     a)   There shall be four distinct types of offers:

          i)   Traditional e-centives offers, which are classified as Targeted
               Offers;

          ii)  Excite@Home-exclusive e-centives offers, which are classified as
               Targeted Offers;

          iii) Other Excite@Home Member exclusive offers, which are classified
               as Untargeted Offers;

               (1)  May be unrelated to e-centives and will have redemption off
                    the e-centives-hosted experience.

          iv)  As deemed appropriate by Excite@Home, other offers that may or
               may not be exclusive to Excite@Home which are provided as a feed
               to e-centives, which are classified as Untargeted Offers;

               (1)  Required so that Members perceive e-centives-hosted content
                    as a superset of Excite@Home's traditional content;

               (2)  Important not to have a binary selection -- non-Excite@Home-
                    Member-exclusive offers in one area and Excite@Home-Member-
                    exclusive offers in another -- an unacceptable user
                    experience.

          v)   Design cues will be used to differentiate the different types of
               offers seen by Members, as shown below:

<TABLE>
<CAPTION>
                                     Anonymous Users     Excite@Home Members
<S>                                  <C>                 <C>
Served by                              e-centives          e-centives
Traditional e-centives offers          Yes*                Yes
Excite-exclusive e-centives offers     Yes*                Yes
</TABLE>





                                       29
<PAGE>   30
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

<TABLE>
                    <S>                                  <C>        <C>
                     Other Excite@Home Member offers      No         Yes

                     Non-Excite@Home-Member offers        Yes        Yes
</TABLE>

                        * Must convert to Excite@Home Member status to redeem

     b)   e-centives will use commercially reasonable efforts to support up to
          a combined 10,000 initial offers from Section 1.a.iii and 1.a.iv of
          this Exhibit B on the Effective Date of this Agreement. Excite@Home
          shall have the right to specify an increased capacity of offer
          presentment at its sole option upon giving three months' advance
          notice to e-centives at any point during the Term of this Agreement,
          presuming such request shall be reasonable.

4.   OFFER PLACEMENT

     To ensure an opportunity for both parties to have a reasonable chance to
     display their own offers within the Co-Branded Application, the following
     prioritization of offers shall be made within any content area served by
     e-centives:

     a)   For the first page presented within any shopping category area,

          i)   All Targeted Offers shall have placement priority above any
               Untargeted Offers.

          ii)  Within the Targeted Offers region, the top 30% of the offer
               placement locations on the first page within a category of the
               Co-Branded Application (not including banner or sponsorship
               placements) will be allocated to Excite@Home exclusive
               e-centives offers. The remaining 70% of such first pages, along
               with subsequent pages within each category, the offer placement
               locations will be split 50%/50% between Excite@Home and
               e-centives and will be served in an alternating order.

          iii) Similarly, within the Untargeted Offers region, the top 30% of
               the offer placement locations on the first page within a
               category of the Co-Branded Application (not including banner or
               sponsorship placements) will be allocated to Excite@Home. The
               remaining 70% of such first pages, along with subsequent pages
               within each category, the offer placement locations will be
               split 50%/50% between Excite@Home and e-centives and will be
               served in an alternating order.

     b)   For the second and any following pages presented within any shopping
          category area, half of the offer placement positions will be
          allocated to Excite@Home and the other half will be allocated to
          e-centives and the position of said placements on the page shall be
          random.

                                       30

<PAGE>   31
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

5.   CUSTOMER BRANDING EXPERIENCE

     a)   Until offer selection is made, branding shall be, at Excite@Home's
          option, "Excite" or "Excite@Home" with a tag line "powered by
          e-centives."

     b)   When offer management or redemption occurs, "Excite (or alternately,
          Excite@Home, as detailed in Section 3.a of this Exhibit) powered by
          e-centives" shall be replaced by cobranding, including full logo
          treatment for e-centives. For any branding at the merchant subject to
          final merchant approval, e-centives shall use commercially reasonable
          efforts to ensure that both Excite@Home and e-centives branding
          elements are present.

     c)   Both traditional e-centives offers and Excite@Home e-centives offers
          will contain e-centives branding elements within an application that
          is otherwise Excite@Home branded.

     d)   The Co-Branded Application shall conform to Excite@Home Third-Party
          Application standards, including:

          i)   Page weight;

          ii)  Presence of advertising banners and/or sponsorship placements
               served by Excite@Home/MatchLogic at Excite@Home's exclusive
               option;

          iii) Color, fonts, layout, design standards, header, footer,
               navigational elements, tabbing metaphors, etc.;

          iv)  Navigational elements directing traffic to non-e-centives content
               (e.g., Excite@Home Mail and other Excite@Home Shopping
               destinations);

          v)   Excite@Home's Third-Party Application Standards may change over
               the Term of this Agreement. As they do, e-centives may be
               required to make periodic design enhancements to comply with
               these Standards. Any such required changes shall be reasonable
               and shall be materially similar to changes required of other
               applications and application providers subject to Excite@Home's
               Third-Party Application Standards.

     e)   The Co-Branded Application shall be designed to appear to the customer
          as being Excite@Home; analogs to the goal would be Excite@Home's
          sports content area at http://www.excite.com/sports, as it appears on
          the Effective Date of this Agreement (see Exhibit C), which is served
          by a third-party firm but carries only Excite@Home messaging cues.

                                       31

<PAGE>   32
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

     f)   Other Excite@Home Member Offers, and Non-Excite@Home-Member Offers,
          as highlighted in the matrix in Section 1.b of this Exhibit B, may
          also require third-party branding in their presentation.

6.   OFFER HIERARCHY SYNCHRONIZATION

     a)   e-centives does not need to adopt Excite@Home's directory structure
          but must use similar categorization methodology. For example, Autos
          and Electronics may be categories at the same level in the hierarchy,
          but Autos and Cameras would not be at the same level.

     b)   e-centives must map to Excite@Home's Shopping directory hierarchy,
          which may change from time to time during the Term of this Agreement.

     c)   e-centives must adopt Excite@Home's naming conventions (e.g.
          Excite@Home's "Autos" label vs. e-centives' "Automotive" label).

     d)   e-centives must provide product and/or offer search capabilities that
          are comparable to Excite Network offerings, including local (zip
          code) and off-line redemption. Any such required capabilities shall
          be reasonable and shall be materially similar to capabilities
          required of other applications and application providers subject to
          Excite@Home's Third-Party Application Standards.

7.   PLACEMENT

     a)   During the first year of the Agreement a persistent "Above-the-Fold"
          link shall remain present in the Excite@Home Shopping content area,
          or its subsequent replacement, or an equivalent area as determined by
          Excite@Home, that directs end users to the Co-Branded Application,
          the phrasing of which shall be mutually agreed upon. "Above-the-Fold"
          shall mean in a position generally viewable by an end-user customer
          using an Internet browser which has been maximized to full screen on
          a computer displaying a minimum resolution of 600 x 800 dpi or higher.

     b)   During the remainder of the Agreement, a prominent and persistent
          link shall remain present in the Excite@Home Shopping content area,
          or its subsequent replacement, or an equivalent area as determined by
          Excite@Home, that directs end users to the Co-Branded Application.
          The phrasing of the link shall be mutually agreed upon by the parties.


                                       32
<PAGE>   33
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

                                   EXHIBIT C



                  LOOK AND FEEL OF THE CO-BRANDED APPLICATION


     The screen shot(s) that follow are examples, solely for purposes of
illustration, of the intended look and feel for the Co-Branded Application, as
described in Exhibit B, Section 3.e:












                                       33
<PAGE>   34
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

                                   EXHIBIT D

                           OUTBOUND CUSTOMER CONTACTS

1.   EMAIL OF ACCOUNT STATUS TO MEMBERS ACQUIRED THROUGH EXCITE@HOME:

     a)   Excite@Home shall control the look and feel of such emails,
          which shall be developed in cooperation with e-centives.

2.   WELCOME E-MAILS

     a)   A Welcome email will be sent to all Qualified Program Members
          when they first access the Co-Branded Application, provided
          that Qualified Program Members are clearly notified concerning
          the sending of such emails at the time of Co-Branded Application
          use. All such Welcome emails shall be bound by Excite@Home's security
          and privacy guidelines. A Welcome email regarding the Co-Branded
          Application will be sent to all General Program Members.

3.   THEMATIC OR SUPPLEMENTAL E-MAILS:

     a)   Excite@Home shall control the timing, strategy, and look and feel of
          Thematic and Supplemental emails. Notwithstanding the foregoing,
          Excite@Home agrees that emails shall be sent at least once per month
          to at least 50% of the Program Members with at least five (5)
          merchant offers.

     b)   Excite@Home shall sell e-centives Thematic or Supplemental emails at
          no less than e-centives' then current standard or generally available
          discounted email rates. If Excite@Home does not sell such emails, or
          all positions within such emails, then e-centives may do so.

     c)   Excite@Home and e-centives shall share equally all net revenue from
          such offers, defined as gross revenue minus third-party serving
          costs, which shall not exceed $0.01 per email piece delivered.

4.   RECIPROCAL DATA TRANSFER & REPORTING

     a)   The parties will allocate the production and sending of emails between
          them based upon technical considerations to be addressed to both
          party's mutual satisfaction. In some instances e-centives will produce
          and send the outbound email pieces, and in other cases Excite@Home
          will produce and send the outbound email pieces.

     b)   The determination of which emails shall be sent by which party shall
          be mutually determined.

                                       34


<PAGE>   35
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

     c)   In all cases, the primary branding on each email will be Excite@Home.

     d)   Excite@Home will retain full editorial oversight for all mass
          distribution mailings contemplated under this Agreement, regardless of
          the sending source.

     e)   Reporting and per-email recipient activity data is desired by both
          parties and shall be mutually agreed upon, with both parties agreeing
          to provide reporting and per-email recipient activity data that is
          reasonably equivalent to that offered by the other party. Each party
          shall assume its own costs in both sending outbound email and in
          providing necessary reporting and data to the other party.


5.   COMMUNICATIONS TO PROGRAM MEMBERS WHO OPT OUT OF FIRST-PARTY CONTACT

     a)   Excite@Home maintains records concerning whether Excite@Home Users
          have opted in or opted out of receiving contacts from Excite@Home
          ("first-party contacts"). From time to time, Excite@Home Users who
          have opted in to first-party contacts may subsequently elect to opt
          out of first-party contacts.


     b)   Excite@Home or a designated agent shall provide notice to Application
          Provider when Program Members whose User Data records have been
          licensed to Application Provider opt out of receiving any first-party
          contacts subsequent to licensing. This notice shall be provided on a
          schedule and in a format to be mutually agreed upon.

     c)   Within forty-eight (48) hours of receiving notice that a Program
          Member has opted out of first-party contact, Application Provider
          shall:

          i)   Ensure that future emails to the Program Member do not contain
               any Excite@Home branding; and

          ii)  Ensure that future emails do not direct the Program Member to the
               Co-Branded Application. Application Provider may continue to
               direct Program Members to http://www.e-centives.com or its
               subsequent replacement.





                                       35
<PAGE>   36
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

                                   EXHIBIT E

                     EXCITE@HOME/APPLICATION PROVIDER NAMED
                                  COMPETITORS


Excite@Home Named Competitors
-----------------------------

AOL Time Warner
Yahoo
Go/Infoseek
Lycos
Snap/NBCi
Ebay
AltaVista





Application Provider Named Competitors
--------------------------------------

CoolSavings.com
IQ.com
BrightStreet.com
ValPak
HotCoupons
Aduo
SuperMarkets Online
Coupons.com (Xadvantage)
Dash
ShoppingList.com









                                       36

<PAGE>   37
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

                                   EXHIBIT F

                        PROMOTION ON EXCITE@HOME NETWORK

1.  OFFERS

    a)  The parties will work together to develop mutually agreed upon modules
        designed to promote the Co-Branded Application, which may appear on the
        Excite.com homepage for some Users.

    b)  At its discretion, Excite@Home may include up to five rotating links on
        the My Excite Start Page ("MESP"). At Excite@Home's discretion,
        Excite@Home may include Excite@Home exclusive e-centives offers, non-
        exclusive e-centives offers may also get rotation on MESP, or general
        calls to action to the Co-Branded Application.

    c)  At Excite@Home's discretion, links may be included in the "My Services"
        module. All decisions regarding this module remain Excite@Home's,
        including but not limited to the name and relative placement of the
        module on MESP. This module may not remain as a default module on the
        page over the entire length of the Agreement.

    d)  No e-centives branding of any kind will be present on MESP.

2.  OFFER CATEGORIES

    a)  This Section applies to the publicly accessible narrowband offering from
        Excite@Home, currently available at http://www.excite.com.

    b)  Excite@Home intends to use a randomization function to surface offers on
        MESP in order to provide category specification by user and to support
        dynamic content delivery for each server-refreshed page view. This
        technique will support all e-centives categories and personalized user
        category filtering, but will not support offers that can appear in
        multiple categories or offer weighting.

    c)  Of all e-centives implementation links on MESP, any single category can
        have only one link placement.

    d)  For a category to be surfaced, there must be three unique offers in that
        category. The minimum of three offers per category must remain fresh;
        if more than one week has elapsed without new offers being available
        then a status message indicating no new offers in the category selected
        will appear.

    e)  To prevent multiple appearances of a single offer on one MESP page view,
        every offer must be tagged to only one e-centives category.


                                       37
<PAGE>   38
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

3.   USER TYPES

     a)   Anonymous Users and Excite@Home Members with no personalization of the
          My Services module:

          i)   Excite@Home may display two to five links at its sole option. All
               e-centives categories will be supported, but each category may
               have at most one link.

     b)   Excite@Home Members with personalization of the My Services module
          and/or provision of an e-centives account:

          i)   Excite@Home may display two to five links at its sole option. All
               e-centives categories will be supported, but each category may
               have at most one link per page view.

          ii)  Category surfacing will be based upon users' submitted
               preferences.

          iii) Excite@Home Members shall retain unilateral control to turn all
               offer presentments off.

4.   IMPLEMENTATION

     a)   e-centives shall write the necessary application for Excite@Home
          provided API to automate bulk update of available offers into
          Excite@Home's Concorde system. The targeted completion date shall be
          12-16 weeks from the Effective Date of this Agreement.

     b)   The placement of e-centives promotional links on the default front
          page will be implemented in a test mode for a pre-determined period of
          time. Specific success measures, including increases in the conversion
          rate of non-Excite@Home-Members to Excite@Home-Members, must be met
          prior to making the decision to continue default placement.

     c)   Access to the e-centives organizer will be from links within Member
          Services and Shopping and potentially other locations as well, at
          Excite@Home's sole discretion.


                                       38


<PAGE>   39
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

                                   EXHIBIT G

                           PAYMENT SCHEDULE: EXEMPLAR

     The spreadsheet that follows is an example, solely for purposes of
illustration, of the payment provisions set out by Section 7.d.


                                       39
<PAGE>   40
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

                                   EXHIBIT H

                  MAINTENANCE AND TECHNICAL SUPPORT STANDARDS


1.   MAINTENANCE

     a)   Application Provider shall provide, during 6:00 AM - 6:00 PM Pacific
          Time on Application Provider's normal business days, telephone
          consulting services to Excite@Home's designated personnel to assist
          such personnel in resolving problems, obtaining clarification relative
          to the Co-Branded Application and providing assistance regarding
          suspected defects or errors in the Co-Branded Application.

     b)   Application Provider shall also provide after-hours support to
          Excite@Home. Excite@Home's use of such support shall be confined to
          calls related to Severity 1 and Severity 2 issues as those terms are
          defined in this Exhibit I. Application Provider will make all
          reasonable efforts to respond to Excite@Home's after-hours support
          requests within the standards set out in this Exhibit I prior to the
          next business day following receipt of the request.

     c)   By mutual agreement of the parties, Application Provider shall furnish
          qualified personnel for on site assistance to Excite@Home to resolve
          problems and to assist in customization.

     d)   Application Provider agrees to diligently work to promptly correct
          defects and errors in the Co-Branded Application. Application Provider
          agrees to respond to Excite@Home by using a dedicated contact
          telephone number for each support call.

     e)   Notwithstanding the foregoing, in the case of a system down condition,
          (i.e. Severity 1, as defined below) attributable to Application
          Provider, Application Provider may utilize other means of
          communication for both reporting of errors and the conditions thereof.

     f)   Application Provider shall respond to and complete correction of
          errors, defects and malfunctions, in accordance with the following
          schedule:

          i)   SEVERITY 1: Causes data corruption or system crash or Program
               Members or Excite@Home cannot make effective use of the
               Co-Branded Application.

          ii)  SEVERITY 2: Feature does not work as documented, no reasonable
               work-around exists and Program Members or Excite@Home have a
               critical need for the feature;





                                       40
<PAGE>   41
*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

          iii) SEVERITY 3  Feature doesn't work as documented, but a reasonable
               work around exists or Excite@Home or Program Members do not have
               a critical need for the feature;

          iv)  SEVERITY 4  Enhancement request.

     g)   Provided that maintenance calls are received within Application
          Provider's maintenance hours, Application Provider shall make an
          initial response to a Severity 1 maintenance call within two (2) hours
          after receipt. Application Provider shall use best efforts to provide
          a fix, work around, or to patch Severity 1 bugs within twenty four
          (24) hours after the bug is replicated by Application Provider and
          confirmed as a bug by Application Provider.

     h)   Provided that maintenance calls are received within Application
          Provider's maintenance hours, Application Provider shall make an
          initial response to Severity 2 maintenance calls within four (4) hours
          after receipt. Application Provider shall make commercially reasonable
          efforts to provide a fix or work around for Severity 2 bugs within
          five (5) business days.

     i)   Provided that maintenance calls are received within Application
          Provider's maintenance hours. Application Provider shall make an
          initial response to Severity 3 maintenance calls within twenty-four
          (24) hours after receipt. Application Provider shall make reasonable
          efforts to identify a resolution to Severity 3 bugs within thirty (30)
          days.

     j)   Provided that all maintenance calls are received within Application
          Provider's business hours, Application Provider shall make an initial
          response to Severity 4 maintenance call within forty-eight (48) hours
          after receipt. Severity 4 issues will be dealt with on a case-by-case
          basis and no blanket commitments will be made.

     k)   Excite@Home shall appoint one (1) person as the principal point of
          contact for the communication of bugs and errors to Application
          Provider and for the receipt of bug and error fixes, work arounds and
          updates, if any. Additionally Excite@Home may appoint another person
          as a backup of the principal contact.

2.   UPTIME GUARANTEE

     a)   The Co-Branded Application shall not experience more than two outages
          (unscheduled downtime) of more than two hours during any one month. In
          addition, the Co-Branded Application shall have at least the following
          uptime as measured monthly, excluding planned downtime:

          i)   First six months after launch of the Co-Branded Application:
               98.8%.

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*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

          ii)  Months 7-12 following launch of the Co-Branded Application:
               99.4%.

          iii) Remainder of the Term of the Agreement: 99.5%.

     b)   Application Provider will notify Excite@Home within fifteen (15)
          minutes of any known and verified unscheduled downtime of the
          Co-Branded Application and update the status to Excite@Home each and
          every hour until service is back up. Application Provider will
          immediately notify Excite@Home when service is restored.

3.   SYSTEM PERFORMANCE

     a)   Latency of any data from the time Application Provider's server
          receives a request to serve data to the time when Application
          Provider's server begins to serve such data shall be less than or
          equal to three seconds, except that latency of login/account creation
          shall be no greater than five seconds in at least 90% of all cases,
          and in no case shall PIN presentment be in excess of ten seconds,
          independent of network or Internet conditions.

     b)   Throughput of all data being served directly to the end user shall be
          sustained at least 50Kbits/sec as measured by Excite@Home's monitoring
          stations in at least 80% of all monitored cases.

4.   PERFORMANCE MEASUREMENT

     a)   Application Provider shall provide outage reports to Excite@Home upon
          request.

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*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

                                   EXHIBIT I

             APPLICATION PROVIDERS DATA RESTRICTED NAMED COMPANIES

     Netcentives
     MyPoints.com
     Cybergold
     beenz.com
     YesMail
     Lifeminders
     Net Creations
     Double Click
     24/7
     Net Perceptions
     Engage Technologies
     Broadvision
     Personify
     Andromedia
     Befree
     Linkshare
     Brodiq
     Q-Pass
     Younology





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*****Confidential Treatment has been requested for portions of this agreement.
The copy file herewith omits information subject to the confidentiality request.
Omissions are designated as [*****]. A complete version of this agreement has
been filed separately with the Securities and Exchange Commission.

*****