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                                                                    Exhibit 4.04


                       AMENDMENT TO RESTATED AND AMENDED

                          INVESTORS' RIGHTS AGREEMENT

        This Amendment (the "Amendment") is entered into as of November 25,
1996, by and among Excite, Inc., a California corporation ("Excite") and the
other persons and entities whose names are set forth on the signature pages
hereto, including AOL Ventures, Inc. ("AOL Ventures"), a Delaware corporation
and wholly owned subsidiary of America Online, Inc., a Delaware corporation
("AOL").  This Amendment amends that certain Restated and Amended Investors'
Rights Agreement dated as of March 8, 1996 by and among Excite and the
investors listed on the signature pages thereto, as further amended by that
certain Amendment to Restated and Amended Investors' Rights Agreement dated as
of August 1, 1996 by and among Excite and the investors listed on the signature
pages thereto (the "Rights Agreement").

                                    RECITALS

         A.      On March 8, 1996, Excite entered into the Rights Agreement
with certain investors, including AOL Ventures, in connection with the sale of
its Series D Preferred Stock.  On August 1, 1996, the Rights Agreement was
amended in connection with the acquisition by Excite of Go Media, Inc.

        B.       AOL and Excite have entered into a certain Acquisition
Agreement dated as of November 25, 1996 (the "Acquisition Agreement") and other
related agreements, pursuant to which AOL will be issued or have the right to
be issued shares of Excite's Series E Preferred Stock.  The shares of Common
Stock into which such Series E Preferred Stock is convertible shall have the
registration rights set forth in that certain Registration Rights Agreement
dated as of November 25, 1996 by and between Excite, AOL and AOL Ventures (the
"Registration Rights Agreement").

        C.       The Registration Rights Agreement provides AOL with the right
to request various types of registrations of Excite securities held by it (the
"AOL Registrations").  For various reasons, AOL desires and it would not be
practical for the parties to the Rights Agreement (the "Investors") to have
piggyback registration rights with respect to the AOL Registrations and Excite
is therefore asking the Investors to waive such rights.  In addition, certain
changes are needed in order for the Rights Agreement and Registration Rights
Agreement to be implemented in parallel without any conflicts.

                                  AGREEMENT

         Now, Therefore, in consideration of the mutual promises and covenants
set forth herein, Excite and the Investors hereby agree that the Rights
Agreement shall be amended as follows:

        1.       Section 2.1 of the Rights Agreement is amended to add thereto
a new definition as follows:

                "AOL Registrable Securities".  "AOL Registrable Securities"
         means the shares of Common Stock issued or issuable to America Online,
         Inc.  ("AOL") upon the conversion of the Series E Preferred Stock
         issued by the Company to AOL pursuant to (i) the Acquisition Agreement
         dated as of November 25, 1996, between the Company, AOL and Global
         Network Navigator, Inc. (the "Acquisition Agreement"), (ii) the
         Operating Agreement, dated as of November 25, 1996, between the
         Company and AOL, (iii) the



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         exercise by AOL of its Warrant dated March 8, 1996, as amended,
         and (iv) the exchange of shares of Common Stock of the Company held by
         AOL as of November 25, 1996 in connection with the closing of the
         transactions provided for in the Acquisition Agreement."

        2.       The fourth sentence of Section 2.2(b) of the Rights Agreement
shall be amended to read in its entirety as follows:

         "Notwithstanding any other provision of this Section 2.2, if
         the underwriter(s) advise(s) the Company in writing that marketing
         factors require a limitation of the number of securities to be
         underwritten then the Company shall so advise all Holders of
         Registrable Securities which would otherwise be registered and
         underwritten pursuant hereto, and the number of Registrable Securities
         that may be included in the underwriting shall be reduced as required
         by the underwriter(s) and allocated among the Holders of Registrable
         Securities and the holders of any AOL Registrable Securities entitled
         to be included in such registration on a pro rata basis according to
         the number of Registrable Securities and AOL Registrable Securities
         then outstanding held by each Holder requesting registration
         (including the Initiating Holders) and each holder of AOL Registrable
         Securities entitled to participate in such registration, respectively;
         provided, however, that the number of Registrable Securities and AOL
         Registrable Securities to be included in any such underwriting and
         registration shall not be reduced unless all other securities of the
         Company are first entirely excluded from the underwriting and
         registration."

        3.       Section 2.3 of the Rights Agreement shall be amended to read
in its entirety as follows:

         "2.3     Piggyback Registrations.  The Company shall notify all
         Holders of Registrable Securities in writing at least thirty (30) days
         prior to filing any registration statement under the Securities Act
         for purposes of effecting a public offering of securities of the
         Company (including, but not limited to, registration statements
         relating to secondary offerings of securities of the Company, but
         excluding registration statements relating to any registration under
         Section 2.2 or 2.4 of this Agreement or to any employee benefit plan
         or a corporate reorganization) and will afford each such Holder an
         opportunity to include in such registration statement all or any part
         of the Registrable Securities then held by such Holder together with
         the holders of any other securities of the Company entitled to
         inclusion in such registration, on a pro-rata basis.  Each Holder
         desiring to include in any such registration statement all or any part
         of the Registrable Securities held by such Holder shall, within twenty
         (20) days after receipt of the above-described notice from the
         Company, so notify the Company in writing, and in such notice shall
         inform the Company of the number of Registrable Securities such Holder
         wishes to inched in such registration statement.  If a Holder decides
         not to request to include all of its Registrable Securities in any
         registration statement thereafter filed by the Company, such Holder
         shall nevertheless continue to have the right to include any
         Registrable Securities in any subsequent registration statement or
         registration statements as may be filed by the Company with respect to
         offerings of its securities, all upon the terms and conditions set
         forth herein.  Notwithstanding the foregoing, the registration rights
         granted to the Investors in this Section 2.3 shall not be applicable
         with respect to any registrations effected under that certain
         Registration Rights Agreement dated as of November 25, 1996, by and
         between Excite, AOL and AOL Ventures, Inc."



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        4.      Subsections (b)(2) and (3) of Section 2.4 shall be amended to
read in their entirety as follows:

                "2.4(b)(2)   if the Holders, together with the holders of any
         other securities of the Company entitled to inclusion in such
         registration, propose to sell Registrable Securities and such other
         securities (if any) at an aggregate price to the public of less than
         one million seven hundred fifty thousand dollars ($1,750,000);

                (3) if the Company shall furnish to the Holders a certificate
         signed by the President or Chief Executive Officer of the Company
         stating that in the good faith judgment of the Board of Directors of
         the Company, it would be seriously detrimental to the Company and its
         shareholders for such Form S-3 Registration to be effected at such
         time, in which event the Company shall have the right to defer the
         filing of the Form S-3 registration statement no more than once during
         any twelve month period for a period of not more than ninety (90) days
         after receipt of the request of the Holder or Holders under this
         Section 2.4; or"

        5.      AOL Ventures, Inc. shall be removed as a party to the Rights
Agreement.

        6.      The Rights Agreement as modified herein shall remain in full
force and effect as so modified.

        7.               For the convenience of the parties, this Amendment may
be executed in one or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.



               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]





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        IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.

EXCITE, INC.


By:   /s/George Bell
      -------------------------------

      George Bell, President



INVESTORS:



INSTITUTIONAL VENTURE PARTNERS VI           INSTITUTIONAL VENTURE
By: Its Managing General Partner            MANAGEMENT VI
    Institutional Venture Management VI

By: /s/ GEOFFREY Y. YANG                    By: /s/ GEOFFREY Y. YANG
    ---------------------------------          ---------------------------------
    GEOFFREY Y. YANG, GENERAL PARTNER          GEOFFREY Y. YANG, GENERAL PARTNER





IVP FOUNDERS FUND I, L.P.                    KLEINER PERKINS CAUFIELD &
By: Its General Partner                      BYERS VII
    Institutional Venture Management VI

By: /s/ GEOFFREY Y. YANG                 By: /s/ VINOD KHOSLA
    ---------------------------------        ---------------------------------
    GEOFFREY Y. YANG, GENERAL PARTNER            VINOD KHOSLA, GENERAL PARTNER





KPCB VII FOUNDERS FUND                       KPCB INFORMATION SCIENCES
                                             ZAIBATSU FUND II
                                             By: Its General Partner
                                             KPCB VII Associates

By: /s/ VINOD KHOSLA                         By /s/ VINOD KHOSLA
    ---------------------------------        ---------------------------------
    VINOD KHOSLA, GENERAL PARTNER               VINOD KHOSLA, GENERAL PARTNER





TRIBUNE COMPANY                              AOL VENTURES, INC.

By: /s/Donn Davis                            By: /s/Miles Gilburn
    ---------------------------------        ---------------------------------

Name: Donn Davis                             Name: Miles Gilburn
      ------------------------------              -----------------------------

Title: President                             Title: Senior VP, Corporate
       ----------------------------                 Development
                                                  -----------------------------






                   [AMENDMENT TO INVESTORS' RIGHTS AGREEMENT]





                                      4
<PAGE>   5

CHARLES RIVER PARTNERSHIP VII               CUC INTERNATIONAL INC.


By: /s/ Richard M. Burns, Jr.               By:
   ----------------------------             ---------------------------------
Name:  Richard M. Burns, Jr.                Name:
   ----------------------------             ---------------------------------
Title: General Partner
   ----------------------------             ---------------------------------



IDG HOLDINGS, INC.                          ITOCHU TECHNOLOGY, INC.

By:                                         By: /s/ Sigeki Nishiyamo
   ----------------------------             ---------------------------------
Name:                                       Name: Sigeki Nishiyamo
   ----------------------------             ---------------------------------
Title:                                      Title: Executive Vice President
   ----------------------------             ---------------------------------



ITOCHU CORPORATION                          F&W INVESTMENTS 1994

By: /s/ Eizo Kobayashi                      By: /s/Laird Simons
  -----------------------------                --------------------------------
Name: Eizo Kobayashi                        Name: Laird Simons
  -----------------------------                 -------------------------------
Title: General Manager,                     Title: Partner
   Information Technology                        ------------------------------
   and Information Department
 -----------------------------

ROSEWOOD STONE GROUP, INC.                  LIGHTHOUSE CAPITAL PARTNERS, L.P.

By: /s/ Claudia Stroud                      By: /s/Richard Stubblefield
    ---------------------------                 -------------------------------
Name: Claudia Stroud                        Name: Richard Stubblefield
    ---------------------------                  -----------------------------
Title: President                            Title: Managing Director
    ---------------------------                   ----------------------------

    /s/ Kevin Altis                            /s/ Robert Pittman
-------------------------------             -----------------------------------
KEVIN ALTIS                                 ROBERT PITTMAN

    /s/ Julie Gomoll                            /s/ Rachel Matthews
-------------------------------             -----------------------------------
JULIE GOMOLL                                RACHEL MATTHEWS




                   [AMENDMENT TO INVESTORS' RIGHTS AGREEMENT]





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