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CONFIDENTIAL                                                     EXHIBIT 10.18

                          STRATEGIC MARKETING AGREEMENT
               Excite@Home, Inc. and OpenSite Technologies, Inc.


This Strategic Marketing Agreement ("Agreement") is entered into as of December
23, 1999 ("Effective Date") by Excite@Home, Inc., a Delaware corporation with
offices at 450 Broadway Street, Redwood City, CA 94063 ("E@H") and OpenSite
Technologies, Inc., 2800 Meridian Parkway, Durham, NC 27713, a Delaware
corporation ("OpenSite") (collectively, the "Parties").

WHEREAS, OpenSite develops and markets software and services to enable branded
Web-based dynamic pricing solutions and is the developer and owner of the
BidStream.com aggregation site for web-based auctions; and

WHEREAS, E@H (Nasdaq: ATHM) is a global media company, centered around its
narrowband portal, Excite (www.excite.com). It also maintains or plans to
maintain business to business portals or sites known as Work.com and
Excitestorebuilder.com ("Applicable Sites") that offer content and interactive
services across both narrowband and broadband, and offer advertisers targeted
marketing solutions across all platforms of delivery; and

WHEREAS, E@H and OpenSite desire to set forth in this Agreement certain aspects
of a strategic marketing relationship between OpenSite and E@H, limited to
Applicable Sites whereby (1) OpenSite will license to E@H its "AuctionNow" and
"Dynamic Pricing Toolkit" software, (2) OpenSite will be the preferred provider
of dynamic pricing technology for E@H's Applicable Sites, (3) OpenSite will
purchase Advertising and services from E@H and its subsidiary, MatchLogic, Inc.,
with respect to Applicable Sites and elsewhere; and (4) OpenSite will cooperate
to establish the Co-branded Sites that will link to the Applicable Sites; and

WHEREAS, OpenSite and E@H will share revenue generated from Advertising on the
Co-branded Site, AuctionNow Galleries and participating OpenSite powered auction
sites; and

WHEREAS, OpenSite and E@H will share all revenues generated from OpenSite's
dynamic pricing products and services licensed through the Applicable Sites; and

WHEREAS, OpenSite will commit to certain levels of spending on E@H and
MatchLogic services and on E@H Advertising opportunities.

NOW, THEREFORE, in exchange for valuable and adequate consideration and the
terms set forth below, the Parties agree as follows:

Definitions:

a)       ADVERTISING. Non-Matchlogic banner advertising, promotional placements,
         sponsorships, links, hyperlinks, graphical links to other sites, and/or
         other impressions on the Applicable Sites or on other Excite sites.


                                  OpenSite/E@H


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     b)  APPLICABLE SITES. Shall be limited to the unique individual domains of
         Work.com and Excitestorebuilder.com (only as it exists as sub-domain
         storefront solution hosted on Work.com).

     c)   CO-BRANDED SITES. Web pages (1) resident an the Bidstream.com site
          that are created by E@H, match the look and feel of an Applicable
          Site, are linked to the Applicable Site, display some or all of the
          BidStream content, identify BidStream and OpenSite as the content
          providers and (2) resident on an Applicable Site that are created by
          E@H, match the look and feel of an Applicable Site and offer auction
          functionality to visitors of Applicable Sites through the use of the
          AuctionNow Software.

     d)   CONTENT PRESENCE. Content or application based software available
          through the Applicable Sites, or links from any of the Dynamic Pricing
          Technology Services Providers as defined in Section 2 a) i) to an
          Applicable Site.

     e)   DOCUMENTATION. The written, electronic or recorded work generally
          provided by OpenSite to licensed End-Users in connection with the
          Software that describes the function and features of said Software.

     f)   EXCITESTORE BUILDER. The E@H branded business-focused Web-Sites
          providing merchant site and storefront enablement.

     g)   GALLERY. One of several individual auctions pursuant to a single
          AuctionNow license grant, that is capable of being administered
          directly by E@H or a customer of E@H.

     h)   SOFTWARE. OpenSite's AuctionNow and Dynamic Pricing Toolkit Software.

     i)   TERM. As defined in Section 13 hereof.

     j)   USER DATA. As defined in Section 14(c) hereof.

     k)   UTILIZATION RATE. The number of impressions successfully targeted
          divided by the total number of impressions evaluated to reach said
          targets.


1.   CO-BRANDED SITES.

     a)   OpenSite and E@H will work together to link the Co-branded Sites into
          the Applicable Sites.

     b)   E@H will develop, host, and maintain, at its expense, the Applicable
          Sites. E@H will have sole control over the "look and feel" of the
          Applicable Sites and will be responsible for any hardware or labor or
          software and or service technology (including updates thereto)
          reasonably necessary to maintain the Applicable Sites as described
          herein.

                                  OpenSite/E@H


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     c)   OpenSite will develop, host, and maintain, at its expense, the
          Co-branded Site(s) resident on BidStream.com in accordance with the
          mutually agreed specifications and consistent with OpenSite standards.
          E@H will provide creative as needed for the provision of this
          Co-branded Site.

     d)   E@H will develop, host, and maintain, at its expense, the Co-branded
          Site(s) resident on the Applicable Sites in accordance with mutually
          agreed specifications consistent with E@H standards. OpenSite will
          provide creative as needed for the provision of this Co-branded Site.

     e)   E@H will display links from Applicable Sites to the Co-branded Sites.
          E@H will have sole discretion and control over the number, placement
          and positioning of such links. Notwithstanding, OpenSite will have an
          opportunity to review and comment an such placement and positioning
          prior to implementation.

     f)   Attached hereto as EXHIBIT G s a "Scope of Work" that illustrates the
          plan, methodologies, financial and other obligations of the parties in
          relation to the Applicable Sites, the Co-branded Sites, Advertisement
          serving, AuctionNow offering and AuctionNow hosting.

2.   STRATEGIC RELATIONSHIP.

     a)   E@H grants to OpenSite the right during the Term, to be the preferred
          and dominant Dynamic Pricing Technology Services Provider (as defined
          below) for the Applicable Sites.

          i)   "Dynamic Pricing Technology Services Provider" shall mean, in
               addition to OpenSite, one or more of the entities named below,
               not to exceed five (5) in number (exclusive of OpenSite) at any
               given moment. The following companies, with the addition of
               OpenSite, are the initial Dynamic Pricing Technology Services
               Providers: FairMarket, Moai, WebVision, Trading Dynamics, and
               Beyond Solutions. OpenSite may replace company names on the
               preceding list not more than once quarterly.

          ii)  OpenSite, as the "Preferred and Dominant" Dynamic Pricing
               Technology Services Provider on the Applicable Sites will have at
               least three (3) times the prominence and exposure as any other
               Dynamic Pricing Technology Services Provider, as measured by
               aggregate number of impressions and number of pixels. E@H may
               display ads for E@H's own products and services anywhere in the
               E@H Network, and may display ads for Dynamic Pricing Technology
               Service Providers in the Applicable Sites.


                                  OpenSite/E@H


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          b)   At any time during the Term, on 120 days prior written notice,
               E@H may permit any other Dynamic Pricing Technology Services
               Provider to have a Content Presence on the Applicable Sites. In
               such event, OpenSite will have 60 days (from the date of E@H's
               written notification to deliver a written notice to E@H
               terminating this Agreement. If OpenSite elects to terminate under
               this Section 2(b), it will continue to purchase the services and
               Advertising provided in Section 2 hereof for the balance of the
               E@H 120-day notice period. Upon the expiration of such notice
               period OpenSite would have no further monetary obligations
               hereunder. Absent such 120 notice to OpenSite from Excite
               regarding a proposed Content Presence, in the event that Opensite
               delivers a written notice terminating under this Section 2 b),
               the cure period described in section 13 b) shall apply.

          c)   The Parties acknowledge that E@H has formed and will continue to
               form relationships with third party Dynamic Pricing Technology
               Services Providers related to all sites other than the Applicable
               Sites, and these relationships shall have no effect on this
               Agreement or any rights and liabilities pursuant to this
               Agreement.

2A.  INSERTION ORDER.

     a)   During the Term of this Agreement, OpenSite will purchase Advertising
          and other services from MatchLogic as specified in separate Insertion
          Orders ("IO"). The actual IOs must be agreed to in writing and signed
          by the parties' respective representatives prior to becoming
          effective. The IO will be subject to the E&H standard terms and
          conditions (attached hereto as EXHIBIT B) as they may be amended for
          general use by E@H or Matchlogic from time to time. In the event of
          any inconsistencies between this Agreement and the attached Exhibit B,
          Exhibit B shall control. The parties expect that changes to the
          agreed-upon advertising placements may be desirable at various points
          during the term of this advertising commitment. In the event that one
          or more of the defined placements or services do not perform to
          OpenSite's satisfaction or are no longer available, or the Utilization
          Rate falls below 10%, the parties will negotiate in good faith to
          develop new target parameters. In addition, the parties will negotiate
          in good faith to replace the IO describing such placement or service
          with an IO describing a new placement or service of similar value.
          OpenSite shall not be charged any penalty fees for such changes.
          The parties will not make such changes more than once per calendar
          quarter.

Pursuant to the IO(s) (attached in Exhibit B) OpenSite agrees to pay for
Advertising and other services from E@H and Matchlogic in the following
minimum amounts:

          (i)   From the time of execution hereof through March 31, 2001: $4
                million;

          (ii)  From April 1, 2001 through March 31, 2002: $5 million; and

          (iii) From April 1, 2002 through March 31, 2003: $6 million.


                                  OpenSite/E@H


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          The parties intend that foregoing spending obligations will be applied
          ratably, $8 million to Applicable Sites and $7 million to MatchLogic.
          Payments related to the Applicable Sites will be for Advertising
          services used approximately ratably throughout the relevant period.
          Payments for Matchlogic services (to be mutually agreed upon) will be
          made for services, including those targeted specifically to
          business-to-business markets, and advertising spending on third party
          sites as and when incurred and/or directed by OpenSite, during the
          relevant period. All services and Advertising purchased from E@H and
          MatchLogic by OpenSite pursuant to this Section shall be at prices for
          services and CPMs which are no more than competitive market rates, and
          no less favorable than other similar reasonably contemporaneous
          services and Advertising arrangements between Work.com and MatchLogic,
          on the one hand, and entities similarly situated to OpenSite on the
          other.

3.   CO-MARKETING.

     a)   E@H will feature the Co-branded Sites prominently throughout the
          Applicable Sites, subject to OpenSite's right to review and approve
          the specific uses of the OpenSite and BidStream brands, such approval
          not to be unreasonably withheld.

     b)   OpenSite will receive such brand attribution on the Co-branded sites
          as the Parties may mutually agree, and as is consistent with E@H
          co-brand standards.

     c)   E@H will use commercially reasonable efforts to feature OpenSite in
          relevant public statements including, but not limited to, relevant
          press releases, releases regarding OpenSite's participation in E@H's
          Applicable Sites launch events, sales promotions, and trade shows at
          E@H's discretion, with review approval of OpenSite. Specifically, E@H
          and OpenSite will issue a joint press release at or about the time of
          execution hereof stating that E@H has chosen OpenSite to be its
          preferred Dynamic Pricing Technology Services Provider for the
          Applicable Sites. Each party will designate a marketing coordinator
          who will serve as the main point of contact for the other party
          regarding joint marketing activities. Notwithstanding the foregoing,
          the parties agree that there shall be no statements or releases made
          by OpenSite regarding any possible or actual equity investments
          without the express prior written approval of E@H, and Opensite shall
          indemnify E@H against any such OpenSite breach.

4.   AUCTIONNOW AVAILABILITY.

     a)   Subject to the terms of the Services Level Agreement (SLA) between the
          parties and attached hereto as Exhibit A, OpenSite will host (arrange
          for the placement of the Software on servers at a remote third party
          site), and maintain, at E@H expense, the AuctionNow Software as
          available through the Applicable Sites in accordance with
          specifications to be mutually agreed by the Parties.


                                  OpenSite/E@H


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     b)   E@H will bear all system operation software and or service technology
          costs, hardware costs, Gallery end-user customer service costs and
          operation costs incurred in connection with the operation of
          AuctionNow as available through the Applicable Sites.

     c)   Administration of the Software and the use by end-users of the
          Galleries will be the responsibility of E@H, which will also be the
          sole point of contact for the Gallery end-users.

5.   I/MALL TRANSACTION PROCESSING.

          The parties will negotiate in good faith to evaluate the use of
          "I/Mall" as one of the transaction processing engines to which the
          Software is integrated.

6.   SALE OF ADVERTISING.

          E@H and or Matchlogic shall have the right sell and serve all
          Advertising an the Applicable Sites, Co-branded Sites and
          participating OpenSite-powered auctions, which shall include but not
          be limited to banner advertising and E@H sponsorship module
          advertising. OpenSite will work with E@H, and use its commercially
          reasonable efforts to accommodate E@H's technical requirements, to
          serve targeted banners and sponsorship placement$, and to create and
          target additional Advertising positions within the Co-branded Sites
          and elsewhere.

7.   AUCTIONNOW REVENUE.

          E@H will use commercially reasonable efforts to promote the
          availability of the Software on the Applicable Sites and to generate
          Software-related revenue from making auctions available through the
          Applicable Sites using the Software.

8.   PAYMENTS.

     a)   During the term of this Agreement, E@H shall pay to OpenSite
          seventy-five percent (75%) of all gross Software-related revenue from
          the conduct of auctions on the Applicable Sites and net Advertising
          revenue, (net of out-of-costs of sale, not to exceed 17%) derived
          from the sale of Advertising on the Co-branded Sites, until such time
          as cumulative payments to OpenSite pursuant to all provisions of this
          Agreement equal or exceed two million dollars ($2,000,000) prior to
          March 31, 2001, or three million dollars ($3,000,000) during the
          period from April 1, 2001 through March 31, 2002, or four million
          dollars ($4,000,000) during the period from April 1, 2002 through
          March 31, 2003. The remaining twenty-five percent (25%) of all gross
          Software-related revenue from the conduct of auctions on the
          Applicable Sites and net


                                  OpenSite/E@H


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          Advertising revenue shall be retained by E@H. Once any threshhold
          described, in this Section 8 (a) has been reached, the parties will
          thereafter share the revenue described therein equally.

     b)   Payments of the fees described herein shall be due and payable within
          thirty (30) days after the close of the calendar month in which either
          party realizes the revenue derived from these transactions. OpenSite's
          designated point of contact for billing and fee purposes is Vice
          President, Finance at the address listed above, and E@H's designated
          point of contact for billing and fee purposes is Controller at the
          address listed above. Either party may change the designations in this
          subsection by providing written notice to the other.

     c)   E@H will make commercially reasonable business reports and
          documentation available to OpenSite an a periodic basis, not less
          frequently than quarterly, that will provide the basis for all revenue
          sharing calculations required hereunder. OpenSite will have a right to
          audit such calculations during normal business hours through a
          nationally recognized accounting firm, not more frequently than once
          annually, at its own expense.

9.   (REMOVED BY AGREEMENT)

10.  TRADEMARK OWNERSHIP.

     a)   OpenSite 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 E@H hereunder.

     b)   OpenSite will retain all right, title and interest in and to its
          OpenSite, BidStream.com and other proprietary Web sites worldwide
          including, but not limited to, ownership of all copyrights, look and
          feel and other intellectual property rights therein.

     c)   E@H will retain all right, title, and interest in and to its
          broadband and narrowband sites, including but not limited to the
          Work.com site, the @Home site, the Excite site, the Webcrawler site,
          and the C2000 site worldwide including, but not limited to, ownership
          of all copyrights, look and feel and other intellectual property
          rights therein.

     d)   E@H 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 OpenSite hereunder.


                                  OpenSite/E@H


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     e)   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 such usage
          as established from time to time.

     f)   Upon the expiration or termination of this Agreement, each party will
          cease using the software and/or service technologies, 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.

11.  LICENSE.

     a)   OpenSite hereby grants to E@H, for the Term of this Agreement, a non-
          exclusive license to use the AuctionNow Software and Documentation
          (1500 Galleries of up to 1000 items each) in accordance with the terms
          and conditions of the OpenSite license agreement attached hereto as
          EXHIBIT C at an annual fee of $250,000, payable in advance, plus $125
          per Gallery per year for each Gallery used in excess of one thousand
          five hundred (1500).

     b)   OpenSite hereby grants to E@H, for the Term of this Agreement, a non-
          exclusive license to use the DYNAMIC PRICING ENGINE TOOLKIT
          Software and Documentation in accordance with the terms and conditions
          of the OpenSite license agreement attached hereto as EXHIBIT D.

     c)   E@H acknowledges that OpenSite retains title to and ownership of and
          all proprietary rights with respect to the AuctionNow or DYNAMIC
          PRICING ENGINE TOOLKIT Software and Documentation. The AuctionNow or
          DYNAMIC PRICING ENGINE TOOLKIT Software and Documentation are or may
          be protected by patent, copyright, trademark, trade secret and/or
          other laws and international treaty provisions. The AuctionNow or
          DYNAMIC PRICING ENGINE TOOLKIT Software and Documentation are licensed
          and not sold.

12.  SUPPORT.

     OpenSite will provide telephone and email support for THE DYNAMIC PRICING
     ENGINE TOOLKIT Software and Documentation to E@H during the Term pursuant
     to the maintenance and support agreement attached hereto as EXHIBIT F.
     Further, OpenSite will provide telephone and email support for the
     AuctionNow Software and Documentation to E@H during the Term pursuant to
     the maintenance and support agreement attached hereto as EXHIBIT E.


                                  OpenSite/E@H


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13.  TERM AND TERMINATION.

     a)   This Agreement will begin on the Effective Date and will continue
          until March 31, 2003 (the "Term") unless terminated in accordance with
          the provisions of this Agreement.

     b)   Either party may terminate this Agreement upon written notice to the
          other party if the other party materially fails to perform or observe
          any of its obligations under this Agreement and such failure cannot be
          remedied or, if remediable, is not cured within sixty (60) days after
          written notice thereof from the terminating party.

     c)   Upon the consummation of a merger, acquisition, or similar transaction
          (excluding an IPO) through which a change in more than 50% of the
          equity ownership of OpenSite occurs, OpenSite shall have 30 days to
          terminate this Agreement. In the event of a termination under this
          Section 13(c) OpenSite shall pay to E@H an amount equal to five (5)
          percent of the balance of its spending commitment hereunder, without
          regard to any early termination of this Agreement under Section 13(d)
          hereof. Such amount shall be payable ratably over a period of eighteen
          (18) months following the notification of termination hereunder. In
          the event of such a merger, acquisition or similar transaction, in
          which a change of more than 50% of the equity ownership of OpenSite
          occurs, if OpenSite does not elect to terminate this Agreement, the
          parties agree that the Matchlogic related spending commitment
          described in 2A may be reached by OpenSite spending for the benefit of
          either a) OpenSite or b) the acquiring or newly controlling company,
          subject to Matchlogic's reasonable approval.

     d)   If aggregate payments to OpenSite pursuant to all provisions of this
          Agreement for the period from the Effective Date to March 31, 2002 do
          not equal or exceed five million dollars ($5,000,000), either party
          shall have the right to terminate the agreement on 60 days written
          notice; provided, however, that if Opensite offers Work.com (as an
          Independent entity) an opportunity to purchase OpenSite Common Stock
          and if WORK.COM (as an Independent entity) accepts such offer and
          makes an investment, and provided Work.com (as an independent entity)
          does not reduce such investment by selling any portion of the
          investment from the time initially made until March 31, 2002, then
          neither party shall have any right to terminate under this Section
          13(d (this must reference this particular sub section)). The parties
          agree that no public statement may be made about this Section 13(d)
          without the express prior written consent of both parties and that
          failure to acquire express prior written consent of both parties shall
          be a material breach of the Agreement.

     e)   If the quality of the Software or the services provided to the
          Gallery end users using the Software are not at least comparable to
          other similar service(s) on the Internet, based on ranking by a
          cross-section of third party reviewers (to be agreed to by E@H and
          OpenSite), in terms of features and functionality


                                  OpenSite/E@H


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     including user interface, product services, accessibility and reliability
     (the. "Default Standard"), E@H or OpenSite, as the case may be, shall
     notify the other in writing, and such other shall use its best efforts to
     bring the Software or service to the Default Standard. If the notifying
     party determines that the other party has not met the Default Standard
     within sixty (60) days following such notification, the notifying party may
     terminate this Agreement upon 30 day's written notice.

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

     g)   The provisions of Section 14 (Confidentiality and User Data), Section
          15 (Indemnity), (Limitation of Liability) and Section 16 i) (Dispute
          Resolution) will survive any termination or expiration of this
          Agreement.

14.  CONFIDENTIALITY AND USER DATA.

     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. This Section 14 imposes no obligation on either party
          with respect to Confidential Information which it can clearly
          establish (a) was in the possession of or was known by it without an
          obligation to maintain its confidentiality prior to its receipt from
          the other party; (b) is or becomes generally known to the public
          without violation of this Agreement; (c) is obtained from a third
          party having the right to disclose it without an obligation of
          confidentiality; or (d) was independently developed without
          participation of individuals who have had access to the Confidential
          or proprietary Information. Either party may disclose Confidential or
          proprietary Information to the extent required by a court of competent
          jurisdiction or other governmental authority or otherwise as required
          by law provided it gives the other party written notice of the
          proposed disclosure with sufficient time to seek relief and that such
          disclosure, if made, is made in a fashion to maximize the protection
          of the Confidential Information from further disclosure 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. Each party shall notify, inform and bind its employees
          and contractors to all limitations, duties and obligations regarding
          use, access to, and nondisclosure of Confidential or proprietary
          Information.

     b)   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


                                  OpenSite/E@H


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     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.

     c)   For the purposes of this Agreement, "User Data" means information
          submitted by users of the Applicable Site(s) or the Co-branded Site(s)
          during the Term of the Agreement. Both Parties will retain all rights
          to make use of any User Data obtained through this Agreement.

     d)   Neither party will use User Data to specifically target any users of
          the other party's sites, as distinct from all users of such party's
          sites, for solicitations (except as specifically provided in this
          Agreement), either individually or in the aggregate, during the Term
          of this Agreement and for a period of twelve (12) months following the
          expiration or termination of this Agreement.

     e)   Neither party will sell, disclose, transfer or rent any User Data
          which could reasonably be used to identify a specific named individual
          ("Individual Data") to any third party nor will either party use
          Individual Data on behalf of any third party without the express
          permission of the individual user. Where user permission for
          dissemination of Individual Data to third Parties has been obtained,
          each party will use commercially reasonable efforts to require the
          third party recipients of Individual Data to provide an "unsubscribe"
          feature in any email communications generated by, or on behalf of, the
          third party recipients of Individual Data. Neither party will make any
          use of any User or Confidential Data which is adverse to the
          competitive interests of the other without the prior written
          permission of such other.

15.  WARRANTIES, INDEMNITY AND LIMITATION OF LIABILITY.

     a)   Each party hereby represents and warrants that it is duly organized
          and has the unrestricted right to enter into and perform this
          Agreement.

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

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

          ii)  Any claim arising from the OpenSite Site, or any OpenSite
               supplied material, content or services on the Co-Branded site
               excluding material, content or services provided by E@H.

     c)   E@H will promptly notify OpenSite of any and all such claims and will
          reasonably cooperate with OpenSite with the defense and/or settlement
          thereof; provided that, if any settlement requires an affirmative
          obligation of, results in any ongoing liability to or prejudices or
          detrimentally impacts E@H in any way and such obligation, liability,
          prejudice or impact can reasonably be expected to



                                  OpenSite/E@H


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          be material, then such settlement shall require E@H'S written consent
          (not to be unreasonably withheld or delayed) and E@H may have its own
          counsel in attendance at all proceedings and substantive negotiations
          relating to such claim.

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

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

          ii)  Any claim arising from the E@H Site(s) other than material,
               content or services provided by OpenSite.

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

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

     g)   IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE,
          SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR
          ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF PROFITS, USE, DATA OR
          OTHER ECONOMIC ADVANTAGE), HOWEVER IT MAY ARISE, WHETHER FOR BREACH OF
          THIS AGREEMENT, INCLUDING BREACH OF WARRANTY, OR IN TORT, EVEN IF THAT
          PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
          LIABILITY FOR SUCH INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR
          CONSEQUENTIAL DAMAGE SHALL BE EXCLUDED EVEN IF THE EXCLUSIVE REMEDIES
          PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.


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<PAGE>   13
CONFIDENTIAL

16.      MISCELLANEOUS.

     a)   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, so long
          as the party so effected gives prompt notice and makes all reasonable
          efforts to perform. Notwithstanding the foregoing, in no case shall
          performance be excused for a period in excess of six (6) months.

     b)   COMPLIANCE WITH APPLICABLE LAW. The Parties agree to comply strictly
          with all such laws and regulations applicable to this Agreement.

     c)   INDEPENDENT CONTRACTORS. The Parties are independent contractors under
          this Agreement and no other relationship is intended, including a
          partnership, franchise, joint venture, agency or employer/employee
          relationship. Neither party shall act in a manner that expresses or
          implies a relationship other than that of independent contractor, nor
          may either party bind the other party. Neither party makes any
          representation to the other of any minimum benefit that may be derived
          by a Party hereunder.

     d)   CONFIDENTIALITY OF TERMS. Pursuant to Section 14, "Confidential
          Information and User Data", the terms and conditions of this Agreement
          shall be considered Confidential Information of both Parties and may
          not be disclosed without the prior written consent of the other party;
          provided, however, that either party may describe this Agreement in
          any filings with the Securities and Exchange Commission to the extent
          it determines is advisable or desirable but may not include a copy of
          this Agreement as an exhibit to any such filings without the prior
          written consent of the other party.

     e)   NOTICE. Any notice under this Agreement shall 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 effective 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.

               FOR NOTICE TO E@H: General Counsel
               Excite@Home, Inc., 450 Broadway Street
               Redwood City, CA 94063 Fax (650) 556-3430

               FOR NOTICE TO OPENSITE: Vice President, Business & Legal Affairs
               OpenSite Technologies, Inc. 2800 Meridian Parkway
               Durham, NC 27713 Fax (919) 544-9367

     f)   ASSIGNMENT. Neither party may assign this Agreement, in whole or in
          part, without the other party's written consent (which will not be
          unreasonably



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                                                                        Page 13

<PAGE>   14
CONFIDENTIAL

          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 capital stock or assets; or (ii) Excite@Home's
          assignment of this Agreement to a third party formed for the purpose
          of developing, managing and maintaining the Work.com Site. Any attempt
          to assign this Agreement other than as permitted above will be null
          and void.

     g)   NO WAIVER. Any waiver of any provision of this Agreement, or delay by
          either party in the enforcement of any right hereunder, shall neither
          be construed as a continuing waiver nor create an expectation of
          non-enforcement of that or any other right.

     h)   SAVINGS. If any term or provision of this Agreement is found to be
          invalid under any applicable statute or rule of law, then that
          provision notwithstanding, this Agreement shall remain in full force
          and effect and only such provision shall be deemed omitted, unless
          such an omission would frustrate the intent of the Parties with
          respect to any material aspect of the relationship established hereby,
          in which case, this Agreement shall terminate.

     i)   DISPUTE RESOLUTION. The Parties agree that any breach of either of the
          Parties' obligations regarding trademarks, service marks or trade
          names, confidentiality and/or User Data 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.

          i)   Disputes arising between the Parties hereunder regarding
               trademarks, service marks or trade names, confidentiality and/or
               User Data are subject to the following two requirements: (1)
               OpenSite may only commence proceedings regarding trademarks,
               service marks or trade names, confidentiality and/or User Data
               against E@H in a state or federal court sitting in California,
               applying California law without regard to its choice of law
               provisions, and (2) E@H may only commence legal proceedings
               regarding trademarks, service marks or trade names,
               confidentiality and/or User Data against OpenSite in a state or
               federal court sitting in North Carolina, applying North Carolina
               law, law without regard to its choice of law provisions, provided
               that once litigation is initiated by one of the Parties, the
               other may assert counterclaims in those proceedings.

          ii)  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, confidentiality and/or User Data,
               the Parties will first attempt to resolve


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                                                                        Page 14
<PAGE>   15
CONFIDENTIAL

               the dispute(s) through good faith negotiation. Such negotiation
               must include at a minimum a meeting, in person, between the
               Chief Executive Officers of the parties hereto in an attempt to
               resolve the dispute. In the event that the dispute(s) cannot be
               resolved through such good faith negotiation, the Parties will
               refer the dispute(s) to a mutually acceptable mediator in the
               city or county in which the defendant has its principle place of
               business.

          iii) 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, confidentiality and/or User Data,
               cannot be resolved through good faith negotiation or 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 in the city
               or county in which the defendant has its principle place of
               business.

     j)   PAROLE EVIDENCE. This Agreement is the Parties' entire understanding
          and agreement with respect to its subject matter. It supersedes all
          prior or contemporaneous oral or written communications, proposals,
          warranties and representations with respect to its subject
          acknowledgment, or similar communication between the Parties during
          the term of this Agreement. No modification to this Agreement will be
          binding, unless in writing and signed by a duly authorized
          representative of each party.

     k)   COUNTERPARTS. This Agreement may be executed in counterparts, each of
          which, when taken together, will serve to evidence the Parties'
          binding agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.

OpenSite Technologies, Inc.                        Excite@Home, Inc.

By: /s/ Thomas F. Hanlon, III         By:
   -------------------------------         ------------------------------
Name: Thomas F. Hanlon, III           Name:
   -------------------------------         ------------------------------
Title: V.P. of Sales & B.P.           Title:
   -------------------------------         ------------------------------
Date:   12/27/99                      Date
   -------------------------------         ------------------------------



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                                                                        Page 15


<PAGE>   16
CONFIDENTIAL

OpenSite Technologies, Inc.                        Excite@Home, Inc.

By:                                     By: /s/ Donald P. Hutchison
   -------------------------------         ------------------------------
Name:                                 Name: Donald P. Hutchison
   -------------------------------         ------------------------------
Title:                    .           Title: SVP
   -------------------------------         ------------------------------
Date:                                 Date 12/27/99
   -------------------------------         ------------------------------


                                   EXHIBIT A

                            SERVICES LEVEL AGREEMENT


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