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                                                                   Exhibit 10.34


                                 NBC INTERNET, INC.

                         1999 EMPLOYEE STOCK PURCHASE PLAN


              The following constitute the provisions of the 1999 Employee Stock
Purchase Plan of NBC Internet, Inc.

              1.     PURPOSE.  The purpose of the Plan is to provide employees
of the Company and its Designated Parents or Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll deductions.  It
is the intention of the Company to have the Plan qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Code.  The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a
manner consistent with the requirements of that section of the Code.

              2.     DEFINITIONS.  As used herein, the following definitions
shall apply:

              (a)    "ADMINISTRATOR" means either the Board or a committee of
the Board that is responsible for the administration of the Plan as is
designated from time to time by resolution of the Board.

              (b)    "APPLICABLE LAWS" means the legal requirements relating to
the administration of employee stock purchase plans, if any, under applicable
provisions of federal securities laws, state corporate and securities laws, the
Code, the rules of any applicable stock exchange or national market system, and
the rules of any foreign jurisdiction applicable to participation in the Plan by
residents therein.

              (c)    "BOARD" means the Board of Directors of the Company.

              (d)    "CHANGE IN CONTROL" means a change in ownership or control
of the Company effected through any of the following transactions:

                     (i)    a merger, consolidation or other form of business
combination, unless the business of the Company is continued following any such
transaction by a resulting company (which may be, but need not be, the Company)
and the stockholders of the Company immediately prior to such transaction (the
"Prior Stockholders") hold, directly or indirectly, at least fifty percent (50%)
of the total combined voting power of the resulting company (there being
excluded from the voting power held by the Prior Stockholders, but not from the
total voting power of the resulting company, any voting power received by
affiliates of a party to the transaction, other than the Company) in their
capacities as stockholders of the Company, but excluding any such transaction
that the Administrator determines shall not be a Change in Control; or

                     (ii)   the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the capital stock of
the Company's subsidiary

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corporations), but excluding any such transaction that the Administrator
determines shall not be a Change in Control; or

                     (iii)  acquisition by any person or related group of
persons (other than the Company or by a Company-sponsored employee benefit plan)
of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act)
of securities possessing more than fifty percent (50%) of the total combined
voting power of the Company's outstanding securities, but excluding any such
transaction that the Administrator determines shall not be a Change in Control;
or

                     (iv)   a change in the composition of the Board over a
period of thirty-six (36) months or less such that a majority of the Board
members (rounded up to the next whole number) ceases, by reason of one or more
contested elections for Board membership, to be comprised of individuals who are
Continuing Directors;

PROVIDED, HOWEVER, that a Change in Control shall not occur as a result of an
increase in the securities ownership of National Broadcasting Company, Inc. or
its successor in interest.

              (e)    "CODE" means the Internal Revenue Code of 1986, as amended.

              (f)    "COMMON STOCK" means the common stock of the Company.

              (g)    "COMPANY" means NBC Internet, Inc., a Delaware corporation.

              (h)    "COMPENSATION" means an Employee's compensation from the
Company or one or more Designated Parents or Subsidiaries, as reported on Form
W-2, including base salary, overtime, bonuses, annual awards and other incentive
payments, together with amounts that would be so included except for the fact
that they are deferred by the Employee (i) under a qualified cash or deferred
arrangement described in Section 401(k) of the Code, or (ii) to a plan qualified
under Section 125 of the Code.  Compensation does not include reimbursements or
other expense allowances, fringe benefits (cash or noncash), moving expenses,
deferred compensation, contributions (other than contributions described in the
first sentence) made on the Employee's behalf by the Company or one or more
Designated Parents or Subsidiaries under any employee benefit or welfare plan
now or hereafter established, and any other payments not specifically referenced
in the first sentence.

              (i)    "CONTINUING DIRECTORS" means members of the Board who
either (i) have been Board members continuously for a period of at least
thirty-six (36) months or (ii) have been Board members for less than
thirty-six (36) months and were elected or nominated for election as Board
members by at least a majority of the Board members described in clause (i)
who were still in office at the time such election or nomination was approved
by the Board.

              (j)    "DESIGNATED PARENTS OR SUBSIDIARIES" means the Parents or
Subsidiaries which have been designated by the Administrator from time to time
as eligible to participate in the Plan.

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              (k)    "EFFECTIVE DATE" means the effective date of the
Reorganization Transaction.  However, should any Designated Parent or
Subsidiary become a participating company in the Plan after such date, then
such entity shall designate a separate Effective Date with respect to its
employee-participants.

              (l)    "EMPLOYEE" means any individual, including an officer or
director, who is an employee of the Company or a Designated Parent or
Subsidiary for purposes of Section 423 of the Code.  For purposes of the
Plan, the employment relationship shall be treated as continuing intact while
the individual is on sick leave or other leave of absence approved by the
individual's employer.  Where the period of leave exceeds ninety (90) days
and the individual's right to reemployment is not guaranteed either by
statute or by contract, the employment relationship will be deemed to have
terminated on the ninety-first (91st) day of such leave, for purposes of
determining eligibility to participate in the Plan.

              (m)    "ENROLLMENT DATE" means the first day of each Offer Period.

              (n)    "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended.

              (o)    "EXERCISE DATE" means the last day of each Purchase
Period.

              (p)    "FAIR MARKET VALUE" means, as of any date, the value of
Common Stock determined as follows:

                     (1)    Where there exists a public market for the Common
              Stock, the Fair Market Value shall be equal to (A) the closing
              price for a share of Common Stock for the last market trading day
              prior to the time of the determination (or, if no closing price
              was reported on that date, on the last trading date on which a
              closing price was reported) on the stock exchange determined by
              the Administrator to be the primary market for the Common Stock or
              the Nasdaq National Market, whichever is applicable or (B) if the
              Common Stock is not traded on any such exchange or national market
              system, the average of the closing bid and asked prices of a share
              of Common Stock on the Nasdaq Small Cap Market for the day prior
              to the time of the determination (or, if no such prices were
              reported on that date, on the last date on which such prices were
              reported), in each case, as reported in THE WALL STREET JOURNAL or
              such other source as the Administrator deems reliable;

                     (2)    In the absence of an established market of the type
              described in (1), above, for the Common Stock, and subject to (3),
              below, the Fair Market Value thereof shall be determined by the
              Administrator in good faith; or

              (q)    "OFFER PERIOD" means an Offer Period established pursuant
to Section 4 hereof.

              (r)    "PARENT" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

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              (s)    "PARTICIPANT" means an Employee of the Company or
Designated Parent or Subsidiary who is actively participating in the Plan.

              (t)    "PLAN" means this Employee Stock Purchase Plan.

              (u)    "PURCHASE PERIOD" means a period of approximately six
months, commencing on January 1 and July 1 of each year and terminating on the
next  following June 30 or December 31, respectively; provided, however, that
the final Purchase Period of each Offering Period shall be a period of
approximately three months.

              (v)    "PURCHASE PRICE" shall  mean an amount equal to 85% of the
Fair Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower.

              (w)    "REORGANIZATION TRANSACTION" means the series of
transactions contemplated by the Company's registration statement on Form S-4
pursuant to which the Company will become the owner of the businesses previously
conducted by Xoom.com, Inc., SNAP! LLC and the internet-related activities of
National Broadcasting Company, Inc.

              (x)    "RESERVES" means the sum of the number of shares of Common
Stock covered by each option under the Plan which have not yet been exercised
and the number of shares of Common Stock which have been authorized for issuance
under the Plan but not yet placed under option.

              (y)    "SUBSIDIARY" means a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Code.

              3.     ELIGIBILITY.

              (a)    GENERAL.  Any individual who is an Employee on a given
Enrollment Date shall be eligible to participate in the Plan for the Offer
Period commencing with such Enrollment Date.

              (b)    LIMITATIONS ON GRANT AND ACCRUAL.  Any provisions of the
Plan to the contrary notwithstanding, no Employee shall be granted an option
under the Plan (i) if, immediately after the grant, such Employee (taking into
account stock owned by any other person whose stock would be attributed to such
Employee pursuant to Section 424(d) of the Code) would own stock and/or hold
outstanding options to purchase stock possessing five percent (5%) or more of
the total combined voting power or value of all classes of stock of the Company
or of any Parent or Subsidiary, or (ii) which permits the Employee's rights to
purchase stock under all employee stock purchase plans of the Company and its
Parents or Subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand
Dollars ($25,000) worth of stock (determined at the Fair Market Value of the
shares at the time such option is granted) for each calendar year in which such
option is outstanding at any time.  The determination of the accrual of the
right to purchase stock shall be made in accordance with Section 423(b)(8) of
the Code and the regulations thereunder.

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              (c)    OTHER LIMITS ON ELIGIBILITY.  Notwithstanding Subsection
(a), above, the following Employees shall not be eligible to participate in the
Plan for any relevant Offer Period: (i) Employees whose customary employment is
20 hours or less per week; (ii) Employees whose customary employment is for not
more than 5 months in any calendar year; and (iii) Employees who are subject to
rules or laws of a foreign jurisdiction that prohibit or make impractical the
participation of such Employees in the Plan.

              4.     OFFER PERIODS.

              (a)    The Plan shall be implemented through overlapping or
consecutive Offer Periods until such time as (i) the maximum number of shares of
Common Stock available for issuance under the Plan shall have been purchased or
(ii) the Plan shall have been sooner terminated in accordance with Section 19
hereof.  The maximum duration of an Offer Period shall be twenty-seven (27)
months.  Initially, the Plan shall be implemented through overlapping Offer
Periods of twenty-seven (27) months' duration commencing each January 1 and July
1 following the Effective Date.

              (b)    A Participant shall be granted a separate option for each
Offer Period in which he or she participates.  The option shall be granted on
the Enrollment Date and shall be automatically exercised in successive
installments on the Exercise Dates ending within the Offer Period.

              (c)    An Employee may participate in only one Offer Period at a
time.  Accordingly, except as provided in Section 4(d), an Employee who wishes
to join a new Offer Period must withdraw from the current Offer Period in which
the Employee is participating and must also enroll in the new Offer Period prior
to the Enrollment Date for that Offer Period.

              (d)    If on the first day of any Purchase Period in an Offer
Period in which a Participant is participating, the Fair Market Value of the
Common Stock is less than the Fair Market Value of the Common Stock on the
Enrollment Date of the Offer Period (after taking into account any adjustment
during the Offer Period pursuant to Section 18(a)), the Offer Period shall be
terminated automatically and the Participant shall be enrolled automatically in
the new Offer Period which has its first Purchase Period commencing on that
date, provided the Participant is eligible to participate in the Plan on that
date and has not elected to terminate participation in the Plan.

              (e)    Except as specifically provided herein, the acquisition of
Common Stock through participation in the Plan for any Offer Period shall
neither limit nor require the acquisition of Common Stock by a Participant in
any subsequent Offer Period.

              5.     PARTICIPATION.

              (a)    An eligible Employee may become a Participant in the Plan
by completing a subscription agreement authorizing payroll deductions in the
form of Exhibit A to this Plan and filing it with the designated payroll office
of the Company at least ten (10) business days prior to the Enrollment Date for
the Offer Period in which such participation will commence, unless a

                                       5

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later time for filing the subscription agreement is set by the Administrator
for all eligible Employees with respect to a given Offer Period.

              (b)    Payroll deductions for a Participant shall commence with
the first partial or full payroll period beginning on the Enrollment Date and
shall end on the last complete payroll period during the Offer Period, unless
sooner terminated by the Participant as provided in Section 10.

              6.     PAYROLL DEDUCTIONS.

              (a)    At the time a Participant files a subscription agreement,
the Participant shall elect to have payroll deductions made during the Offer
Period in amounts between one percent (1%) and not exceeding ten percent (10%)
of the Compensation which the Participant receives during the Offer Period.

              (b)    All payroll deductions made for a Participant shall be
credited to the Participant's account under the Plan and will be withheld in
whole percentages only.  A Participant may not make any additional payments into
such account.

              (c)    A Participant may discontinue participation in the Plan as
provided in Section 10, or may increase or decrease the rate of payroll
deductions during the Offer Period by completing and filing with the Company a
change of status notice in the form of Exhibit B to this Plan authorizing an
increase or decrease in the payroll deduction rate.  Any increase or decrease in
the rate of a Participant's payroll deductions shall be effective with the first
full payroll period commencing ten (10) business days after the Company's
receipt of the change of status notice unless the Company elects to process a
given change in participation more quickly.  A Participant's subscription
agreement (as modified by any change of status notice) shall remain in effect
for successive Offer Periods unless terminated as provided in Section 10.  The
Administrator shall be authorized to limit the number of payroll deduction rate
changes during any Offer Period.

              (d)    Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b) herein, a
Participant's payroll deductions may be decreased to 0% at such time during any
Purchase Period which is scheduled to end during the current calendar year (the
"Current Purchase Period") that the aggregate of all payroll deductions which
were previously used to purchase stock under the Plan in a prior Purchase Period
which ended during that calendar year plus all payroll deductions accumulated
with respect to the Current Purchase Period equal $21,250.  Payroll deductions
shall recommence at the rate provided in such Participant's subscription
agreement, as amended, at the beginning of the first Purchase Period which is
scheduled to end in the following calendar year, unless terminated by the
Participant as provided in Section 10.

              7.     GRANT OF OPTION.  On the Enrollment Date, each Participant
shall be granted an option to purchase (at the applicable Purchase Price) 200
(two hundred) shares of the Common Stock, subject to adjustment as provided in
Section 18 hereof; provided (i) that such option shall be subject to the
limitations set forth in Sections 3(b), 6 and 12 hereof, and (ii) the

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maximum number of shares of Common Stock a Participant shall be permitted to
purchase in any Purchase Period shall be 200 (two hundred) shares, subject to
adjustment as provided in Section 18 hereof.  Exercise of the option shall
occur as provided in Section 8, unless the Participant has withdrawn pursuant
to Section 10, and the option, to the extent not exercised, shall expire on
the last day of the Offer Period.

              8.     EXERCISE OF OPTION.  Unless a Participant withdraws from
the Plan as provided in Section 10, below, the Participant's option for the
purchase of shares will be exercised automatically on each Exercise Date, by
applying the accumulated payroll deductions in the Participant's account to
purchase the number of full shares subject to the option by dividing such
Participant's payroll deductions accumulated prior to such Exercise Date and
retained in the Participant's account as of the Exercise Date by the applicable
Purchase Price.  No fractional shares will be purchased; any payroll deductions
accumulated in a Participant's account which are not sufficient to purchase a
full share shall be carried over to the next Purchase Period or Offer Period,
whichever applies, or returned to the Participant, if the Participant withdraws
from the Plan.  Notwithstanding the foregoing, any amount remaining in a
Participant's account following the purchase of shares on the Exercise Date due
to the application of Section 423(b)(8) of the Code or Section 7, above, shall
be returned to the Participant and shall not be carried over to the next Offer
Period.  During a Participant's lifetime, a Participant's option to purchase
shares hereunder is exercisable only by the Participant.

              9.     DELIVERY.  Upon receipt of a request from a Participant
after each Exercise Date on which a purchase of shares occurs, the Company shall
arrange the delivery to such Participant, as promptly as practicable, of a
certificate representing the shares purchased upon exercise of the Participant's
option.

              10.    WITHDRAWAL; TERMINATION OF EMPLOYMENT.

              (a)    A Participant may either (i) withdraw all but not less than
all the payroll deductions credited to the Participant's account and not yet
used to exercise the Participant's option under the Plan or (ii) terminate
future payroll deductions, but allow accumulated payroll deductions to be used
to exercise the Participant's option under the Plan at any time by giving
written notice to the Company in the form of Exhibit B to this Plan.  If the
Participant elects withdrawal alternative (i) described above, all of the
Participant's payroll deductions credited to the Participant's account will be
paid to such Participant as promptly as practicable after receipt of notice of
withdrawal, such Participant's option for the Offer Period will be automatically
terminated, and no further payroll deductions for the purchase of shares will be
made during the Offer Period.  If the Participant elects withdrawal alternative
(ii) described above, no further payroll deductions for the purchase of shares
will be made during the Offer Period, all of the Participant's payroll
deductions credited to the Participant's account will be applied to the exercise
of the Participant's option on the next Exercise Date, and after such Exercise
Date, such Participant's option for the Offer Period will be automatically
terminated.  If a Participant withdraws from an Offer Period, payroll deductions
will not resume at the beginning of the succeeding Offer Period unless the
Participant delivers to the Company a new subscription agreement.

                                       7

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              (b)    Upon termination of a Participant's employment relationship
(as described in Section 2(k)) at a time more than three (3) months from the
next scheduled Exercise Date, the payroll deductions credited to such
Participant's account during the Offer Period but not yet used to exercise the
option will be returned to such Participant or, in the case of his/her death, to
the person or persons entitled thereto under Section 14, and such Participant's
option will be automatically terminated.  Upon termination of a Participant's
employment relationship (as described in Section 2(k)) within three (3) months
of the next scheduled Exercise Date, the payroll deductions credited to such
Participant's account during the Offer Period but not yet used to exercise the
option will be applied to the purchase of Common Stock on the next Exercise
Date, unless the Participant (or in the case of the Participant's death, the
person or persons entitled to the Participant's account balance under Section
14) withdraws from the Plan by submitting a change of status notice in
accordance with subsection (a) of this Section 10.  In such a case, no further
payroll deductions will be credited to the Participant's account following the
Participant's termination of employment and the Participant's option under the
Plan will be automatically terminated after the purchase of Common Stock on the
next scheduled Exercise Date.

              11.    INTEREST.  No interest shall accrue on the payroll
deductions credited to a Participant's account under the Plan.

              12.    STOCK.

              (a)    Subject to adjustment upon changes in capitalization of
the Company as provided in Section 18, the maximum number of shares of Common
Stock which shall be made available for sale under the Plan shall be 300,000
(three-hundred thousand) shares, plus an annual increase to be added on
January 1 of each calendar year beginning in 2001 of 100,000 (one hundred
thousand) shares or a lesser number of shares as determined by the
Administrator.  If on a given Exercise Date the number of shares with respect
to which options are to be exercised exceeds the number of shares then
available under the Plan, the Administrator shall make a pro rata allocation
of the shares remaining available for purchase in as uniform a manner as
shall be practicable and as it shall determine to be equitable.

              (b)    A Participant will have no interest or voting right in
shares covered by the Participant's option until such shares are actually
purchased on the Participant's behalf in accordance with the applicable
provisions of the Plan.  No adjustment shall be made for dividends,
distributions or other rights for which the record date is prior to the date of
such purchase.

              (c)    Shares to be delivered to a Participant under the Plan will
be registered in the name of the Participant or in the name of the Participant
and his or her spouse.

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              13.    ADMINISTRATION.  The Plan shall be administered by the
Administrator which shall have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to determine eligibility
and to adjudicate all disputed claims filed under the Plan.  Every finding,
decision and determination made by the Administrator shall, to the full extent
permitted by Applicable Law, be final and binding upon all persons.

              14.    DESIGNATION OF BENEFICIARY.

              (a)    Each Participant will file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
Participant's account under the Plan in the event of such Participant's death.
If a Participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.

              (b)    Such designation of beneficiary may be changed by the
Participant (and the Participant's spouse, if any) at any time by written
notice.  In the event of the death of a Participant and in the absence of a
beneficiary validly designated under the Plan who is living (or in existence) at
the time of such Participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the Participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Administrator), the Administrator shall deliver such shares and/or cash to
the spouse (or domestic partner, as determined by the Administrator) of the
Participant, or if no spouse (or domestic partner) is known to the
Administrator, then to the issue of the Participant, such distribution to be
made per stirpes (by right of representation), or if no issue are known to the
Administrator, then to the heirs at law of the Participant determined under in
accordance with Section 27.

              15.    TRANSFERABILITY.  Neither payroll deductions credited to a
Participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the Participant.  Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Administrator may treat such act as an election to
withdraw funds from an Offer Period in accordance with Section 10.

              16.    USE OF FUNDS.  All payroll deductions received or held by
the Company under the Plan may be used by the Company for any corporate purpose,
and the Company shall not be obligated to segregate such payroll deductions.

              17.    REPORTS.  Individual accounts will be maintained for each
Participant in the Plan.  Statements of account will be given to Participants at
least annually, which statements will set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any.

              18.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; CHANGE IN
CONTROL.

              (a)    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  Subject to any
required action by the stockholders of the Company, the Reserves, the Purchase
Price, as well as any other


                                       9

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terms that the Administrator determines require adjustment shall be
proportionately adjusted for (i) any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock,
(ii) any other increase or decrease in the number of issued shares of Common
Stock effected without receipt of consideration by the Company, or (iii) as
the Administrator may determine in its discretion, any other transaction with
respect to Common Stock to which Section 424(a) of the Code applies;
provided, however that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration."  Such adjustment shall be made by the Administrator and its
determination shall be final, binding and conclusive.  Except as the
Administrator determines, no issuance by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason hereof shall be made with respect to, the
Reserves and the Purchase Price.

              (b)    CHANGE IN CONTROL.  In the event of a Change in Control,
each option under the Plan shall be assumed by such successor corporation or a
parent or subsidiary of such successor corporation, unless the Administrator
determines, in the exercise of its sole discretion and in lieu of such
assumption, to shorten the Offer Period then in progress by setting a new
Exercise Date (the "New Exercise Date").  If the Administrator shortens the
Offer Period then in progress in lieu of assumption in the event of a Change in
Control, the Administrator shall notify each Participant in writing, at least
ten (10) days prior to the New Exercise Date, that the Exercise Date for the
Participant's option has been changed to the New Exercise Date and that the
Participant's option will be exercised automatically on the New Exercise Date,
unless prior to such date the Participant has withdrawn from the Offer Period as
provided in Section 10.  For purposes of this Subsection, an option granted
under the Plan shall be deemed to be assumed if, in connection with the Change
in Control, the option is replaced with a comparable option with respect to
shares of capital stock of the successor corporation or Parent thereof.  The
determination of option comparability shall be made by the Administrator prior
to the Change in Control and its determination shall be final, binding and
conclusive on all persons.

              19.    AMENDMENT OR TERMINATION.

              (a)    The Administrator may at any time and for any reason
terminate or amend the Plan.  Except as provided in Section 18, no such
termination can affect options previously granted, provided that an Offer Period
may be terminated by the Administrator on any Exercise Date if the Administrator
determines that the termination of the Offer Period is in the best interests of
the Company and its stockholders.  Except as provided in Section 18, no
amendment may make any change in any option theretofore granted which adversely
affects the rights of any Participant without the consent of affected
Participants.  To the extent necessary to comply with Section 423 of the Code
(or any successor rule or provision or any other Applicable Law), the Company
shall obtain stockholder approval in such a manner and to such a degree as
required.

              (b)    Without stockholder consent and without regard to whether
any Participant rights may be considered to have been "adversely affected," the
Administrator shall be entitled to limit the frequency and/or number of changes
in the amount withheld during Offer Periods, change the length of Purchase
Periods within any Offer Period, determine the length of


                                       10

<PAGE>

any future Offer Period, whether future Offer Periods shall be consecutive or
overlapping, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, establish additional terms, conditions,
rules or procedures to accommodate the rules or laws of applicable foreign
jurisdictions, permit payroll withholding in excess of the amount designated
by a Participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each
Participant properly correspond with amounts withheld from the Participant's
Compensation, and establish such other limitations or procedures as the
Administrator determines in its sole discretion advisable and which are
consistent with the Plan.

              20.    NOTICES.  All notices or other communications by a
Participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Administrator
at the location, or by the person, designated by the Administrator for the
receipt thereof.

              21.    CONDITIONS UPON ISSUANCE OF SHARES.  Shares shall not be
issued with respect to an option unless the exercise of such option and the
issuance and delivery of such shares pursuant thereto shall comply with all
Applicable Laws and shall be further subject to the approval of counsel for the
Company with respect to such compliance.  As a condition to the exercise of an
option, the Company may require the Participant to represent and warrant at the
time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is required
by any of the aforementioned Applicable Laws.  In addition, no options shall be
exercised or shares issued hereunder before the Plan shall have been approved by
stockholders of the Company as provided in Section 23.

              22.    TERM OF PLAN.  The Plan shall become effective upon the
earlier to occur of its adoption by the Board or its approval by the
stockholders of the Company.  It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 19.

              23.    STOCKHOLDER APPROVAL.  Continuance of the Plan shall be
subject to approval by the stockholders of the Company within twelve (12) months
before or after the date the Plan is adopted.  Such stockholder approval shall
be obtained in the degree and manner required under Applicable Laws.

              24.    NO EMPLOYMENT RIGHTS.  The Plan does not, directly or
indirectly, create any right for the benefit of any employee or class of
employees to purchase any shares under the Plan, or create in any employee or
class of employees any right with respect to continuation of employment by the
Company or a Designated Parent or Subsidiary, and it shall not be deemed to
interfere in any way with such employer's right to terminate, or otherwise
modify, an employee's employment at any time.

              25.    NO EFFECT ON RETIREMENT AND OTHER BENEFIT PLANS.  Except as
specifically provided in a retirement or other benefit plan of the Company or a
Designated Parent or Subsidiary, participation in the Plan shall not be deemed
compensation for purposes of


                                       11

<PAGE>

computing benefits or contributions under any retirement plan of the Company
or a Designated Parent or Subsidiary, and shall not affect any benefits under
any other benefit plan of any kind or any benefit plan subsequently
instituted under which the availability or amount of benefits is related to
level of compensation.  The Plan is not a "Retirement Plan" or "Welfare Plan"
under the Employee Retirement Income Security Act of 1974, as amended.

              26.    EFFECT OF PLAN.  The provisions of the Plan shall, in
accordance with its terms, be binding upon, and inure to the benefit of, all
successors of each Participant, including, without limitation, such
Participant's estate and the executors, administrators or trustees thereof,
heirs and legatees, and any receiver, trustee in bankruptcy or representative of
creditors of such Participant.

              27.    GOVERNING LAW.  The Plan is to be construed in
accordance with and governed by the internal laws of the State of California
(as permitted by Section 1646.5 of the California Civil Code, or any similar
successor provision) without giving effect to any choice of law rule that
would cause the application of the laws of any jurisdiction other than the
internal laws of the State of California to the rights and duties of the
parties, except to the extent the internal laws of the State of California
are superseded by the laws of the United States.  Should any provision of the
Plan be determined by a court of law to be illegal or unenforceable, the
other provisions shall nevertheless remain effective and shall remain
enforceable.

                                       12

<PAGE>


                                      EXHIBIT A


                           NBC Internet, Inc. 1999 Employee Stock Purchase Plan
                                                         SUBSCRIPTION AGREEMENT

                                  Effective with the Offer Period beginning on:

                              / /  January 1, 20    or    / /  July 1, 20
                                                ---                      ---

1.     PERSONAL INFORMATION

       Legal Name (Please Print)
                                ---------------------  -----------  ----------
                                (Last)  (First)  (MI)   Location    Department

       Street Address
                     --------------------------------------  -----------------
                                                             Daytime Telephone

       City, State/Country, Zip
                               ----------------------------  -----------------
                                                             E-Mail Address

       Social Security No.          -       -
                           -- -- --   -- --   -- -- -- --

       Employee I.D. No.
                        -----------------------------  ------------------------
                                                       Manager    Mgr. Location

2.     ELIGIBILITY   Any Employee whose customary employment is more than 20
       hours per week and more than 5 months per calendar year and who does not
       hold (directly or indirectly) five percent (5%) or more of the combined
       voting power of the Company, a parent or a subsidiary, whether in stock
       or options to acquire stock is eligible to participate in the NBC
       Internet, Inc. 1999 Employee Stock Purchase Plan (the "ESPP"); provided,
       however, that Employees who are subject to the rules or laws of a foreign
       jurisdiction that prohibit or make impractical the participation of such
       Employees in the ESPP are not eligible to participate.
3.     DEFINITIONS   Each capitalized term in this Subscription Agreement shall
       have the meaning set forth in the ESPP.
4.     SUBSCRIPTION  I hereby elect to participate in the ESPP and subscribe to
       purchase shares of the Company's Common Stock in accordance with this
       Subscription Agreement and the ESPP.  I have received a complete copy of
       the ESPP and a prospectus describing the ESPP and understand that my
       participation in the ESPP is in all respects subject to the terms of the
       ESPP.  The effectiveness of this Subscription Agreement is dependent on
       my eligibility to participate in the ESPP.
5.     PAYROLL DEDUCTION AUTHORIZATION    I hereby authorize payroll deductions
       from my Compensation during the Offer Period in the percentage specified
       below (payroll reductions may not exceed 10% of Compensation nor $21,250
       per calendar year):

       Percentage to be Deducted (circle one)
       1%     2%     3%     4%     5%     6%     7%     8%     9%     10%

6.     ESPP ACCOUNTS AND PURCHASE PRICE   I understand that all payroll
       deductions will be credited to my account under the ESPP.  No additional
       payments may be made to my account.  No interest will be credited on
       funds held in the account at any time including any refund of the account
       caused by withdrawal from the ESPP.  All payroll deductions shall be
       accumulated for the purchase of Company Common Stock at the applicable
       Purchase Price determined in accordance with the ESPP.
7.     WITHDRAWAL AND CHANGES IN PAYROLL DEDUCTION. I understand that I may
       discontinue my participation in the ESPP at any time prior to an Exercise
       Date as provided in Section 10 of the ESPP, but if I do not withdraw from
       the ESPP, any accumulated payroll deductions will be applied
       automatically to purchase Company Common Stock.  I may increase or
       decrease the rate of my payroll deductions in whole percentage increments
       to not less than one percent (1%) on one occasion during any Purchase
       Period by completing and timely filing a Change of Status Notice.  Any
       increase or decrease will be effective for the full payroll period
       occurring after ten (10) business days from the Company's receipt of the
       Change of Status Notice.
8.     PERPETUAL SUBSCRIPTION I understand that this Subscription Agreement
       shall remain in effect for successive Offer Periods until I withdraw from
       participation in the ESPP, or termination of the ESPP.
9.     TAXES  I have reviewed the ESPP prospectus discussion of the federal tax
       consequences of participation in the ESPP and consulted with tax
       consultants as I deemed advisable prior to my participation in the ESPP.
       I hereby agree to notify

                                       A-1

<PAGE>

       the Company in writing within thirty (30) days of any disposition
       (transfer or sale) of any shares purchased under the ESPP if such
       disposition occurs within two (2) years of the Enrollment Date
       (the first day of the Offer Period during which the shares were
       purchased) or within one (1) year of the Exercise Date (the date I
       purchased such shares), and I will make adequate provision to the Company
       for foreign, federal, state or other tax withholding obligations, if any,
       which arise upon the disposition of the shares.  In addition, the Company
       may withhold from my Compensation any amount necessary to meet applicable
       tax withholding obligations incident to my participation in the ESPP,
       including any withholding necessary to make available to the Company any
       tax deductions or benefits contingent on such withholding.
10.    DESIGNATION OF BENEFICIARY  In the event of my death, I hereby designate
       the following person or trust as my beneficiary to receive all payments
       and shares due to me under the ESPP: / /  I am single  / /  I am married


       Beneficiary (please print)          Relationship to Beneficiary (if any)

       ---------------------------------    -----------------------------------
       (Last)        (First)        (MI)

       Street Address
                     ---------------------------------------------

       City, State/Country, Zip
                               -----------------------------------

11.    TERMINATION OF ESPP  I understand that the Company has the right,
       exercisable in its sole discretion, to amend or terminate the ESPP at any
       time, and a termination may be effective as early as an Exercise Date
       (after purchase of shares on such date) within each outstanding Offer
       Period.


       Date:                   Employee Signature:
            -----------------                     -----------------------------

                       --------------------------------------------------------
                       spouse's signature (if beneficiary is other than spouse)


                                       A-2

<PAGE>


                                     EXHIBIT B



                           NBC Internet, Inc. 1999 Employee Stock Purchase Plan
                                                        CHANGE OF STATUS NOTICE


------------------------------------
Participant Name (Please Print)


------------------------------------
Social Security Number

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


       WITHDRAWAL FROM ESPP

       I hereby withdraw from the NBC Internet, Inc. 1999 Employee Stock
       Purchase Plan (the "ESPP") and agree that my option under the applicable
       Offer Period will be automatically terminated and all accumulated payroll
       deductions credited to my account will be refunded to me or applied to
       the purchase of Common Stock depending on the alternative indicated
       below.  No further payroll deductions will be made for the purchase of
       shares in the applicable Offer Period and I shall be eligible to
       participate in a future Offer Period only by timely delivery to the
       Company of a new Subscription Agreement.

/ /    WITHDRAWAL AND PURCHASE OF COMMON STOCK

/ /    Payroll deductions will terminate, but your account balance will be
       applied to purchase Common Stock on the next Exercise Date.  Any
       remaining balance will be refunded.

/ /    WITHDRAWAL WITHOUT PURCHASE OF COMMON STOCK

       Entire account balance will be refunded to me and no Common Stock will be
       purchased on the next Exercise Date provided this notice is submitted to
       the Company ten (10) business days prior to the next Exercise Date.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


/ /    CHANGE IN PAYROLL DEDUCTION

       I hereby elect to change my rate of payroll deduction under the ESPP as
       follows (select one):


       Percentage to be Deducted (circle one)
       1%     2%     3%     4%     5%     6%     7%     8%     9%     10%

       An increase or a decrease in payroll deduction will be effective for the
       first full payroll period commencing no fewer than ten (10) business days
       following the Company's receipt of this notice, unless this change is
       processed more quickly.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


                                       B-1

<PAGE>


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

/ /    CHANGE OF BENEFICIARY       / /    I am single     / /  I am married

       This change of beneficiary shall terminate my previous beneficiary
       designation under the ESPP.  In the event of my death, I hereby designate
       the following person or trust as my beneficiary to receive all payments
       and shares due to me under the ESPP:


       Beneficiary (please print)          Relationship to Beneficiary (if any)

       ---------------------------------    -----------------------------------
       (Last)        (First)        (MI)

       Street Address
                     ---------------------------------------------

       City, State/Country, Zip
                               -----------------------------------


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


       Date:                   Employee Signature:
            -----------------                     -----------------------------

                       --------------------------------------------------------
                       spouse's signature (if beneficiary is other than spouse)



                                       B-1