THE COMPANY HAS REQUESTED
                                                       CONFIDENTIAL TREATMENT
                                                       WITH RESPECT TO CERTAIN
                                                       PORTIONS OF THIS
                                                       AGREEMENT ACCORDINGLY,
                                                       CERTAIN PORTIONS HAVE
                                                       BEEN REDACTED

                                                                    Exhibit 10.1

                              SPONSORSHIP AGREEMENT

This agreement ("Agreement") is entered into as of the 31st day of March, 1998
("Effective Date"), by and between Excite, Inc., a California corporation,
located at 555 Broadway, Redwood City, California 94063 ("Excite"), and
CyberShop, a Delaware corporation, located at 130 Madison Avenue, New York, New
York 10016 ("Client").

                                    RECITALS

A.    Excite maintains a site on the Internet at http://www.excite.com (the
      "Excite Site"), a site at http://www.webcrawler.com (the "WebCrawler
      Site") and owns, manages or is authorized to place advertising on
      affiliated Web sites worldwide (collectively, the "Excite Network") which,
      among other things, allow its users to search for and access content and
      other sites on the Internet.

B.    Within the Excite Site and the WebCrawler Site, Excite currently organizes
      certain content into topical channels, including "shopping" channels (the
      "Shopping Channels").

C.    Client operates an on-line department store at its Web site located at
      http:// cybershop.com (the "Client Site").

D.    Client wishes to promote its business to Excite's users through promotions
      and advertising in various portions of the Excite Network.

Therefore, the parties agree as follows:

1.    SPONSORSHIP OF THE SHOPPING CHANNELS

      a)    Commencing on the Launch Date (as defined below), Client will be
            promoted in the Excite Shopping Channel and the WebCrawler Shopping
            Channel:

                  i)    A link to the Client Site (consistent with the format
                        used on similar links on the same page) will be
                        displayed in the Excite Shopping Channel home page "Such
                        a Deal" promotional rotation in two (2) separate
                        one-week rotations during each year of the term of the
                        Agreement, once every six (6) months.

                  ii)   A link to the Client Site (consistent with the format
                        used on similar links on the same page) will be
                        displayed in the Excite Shopping Channel home page "Shop
                        Here First" promotional rotation in four (4) separate
                        one-week rotations during each year of the term of the
                        Agreement, once every quarter.
<PAGE>

                                                                    CONFIDENTIAL

                  iii)  A link to the Client Site (consistent with the format
                        used on similar links on the same page) will be
                        displayed on the Excite Shopping Channel home page under
                        the department listings, subject to the following
                        conditions:

                              A)    Client is allocated eight (8) separate
                                    one-week link displays in each year of the
                                    term of the Agreement. Only one (1) link to
                                    the Client Site may be displayed on the
                                    Excite Shopping Channel home page under the
                                    department listings at any one time. Links
                                    to the Client Site may not appear under the
                                    Auctions, Books or Gourmet & Groceries
                                    department listings and may not appear in
                                    more than four (4) different department
                                    listings during each year of the term of the
                                    Agreement.

                              B)    The display of all links on the Excite
                                    Shopping Channel home page under the
                                    department listings is subject to
                                    availability at the time.

                  iv)   A link to the Client Site (consistent with the format
                        used on similar links on the same page) will be
                        displayed on the front pages of the following
                        departments of the Excite Shopping Channel subject to
                        the following conditions:

                              A)    A link to the Client Site will be displayed
                                    on the front page of the Department Stores &
                                    Malls department of the Excite Shopping
                                    Channel for the term of the Agreement.

                              B)    A link to the Client Site will be displayed
                                    on the front page of one other department of
                                    the Excite Shopping Channel of Client's
                                    choice for the term of the Agreement, other
                                    than the Auctions, Books or Gourmet &
                                    Groceries departments of the Excite Shopping
                                    Channel.

                              C)    Client is allocated twelve (12) months of
                                    link display in three (3) separate
                                    four-month blocks on the front page of
                                    departments of the Excite Shopping Channel
                                    other than the Auctions, Books, Department
                                    Stores & Malls or Gourmet & Groceries
                                    departments of the Excite Shopping Channel
                                    in each year of the term of the Agreement.
                                    This allocation of links may not be used in
                                    more than one (1) department at any one
                                    time.


                                       2
<PAGE>

                                                                    CONFIDENTIAL

                  v)    A link to the Client Site (consistent with the format
                        used on similar links on the same page) will be
                        displayed in the "Shop Here First" promotional rotation
                        on the front pages of the following departments of the
                        Excite Shopping Channel subject to the following
                        conditions:

                              A)    Client is allocated four (4) separate
                                    four-week link displays in the "Shop Here
                                    First" promotional rotation on the front
                                    page of departments of the Excite Shopping
                                    Channel other than the Auctions, Books or
                                    Gourmet & Groceries departments of the
                                    Excite Shopping Channel in each year of the
                                    term of the Agreement. This allocation of
                                    links may not be used in more than one (1)
                                    department at any one time.

                  vi)   A link to the Client Site (consistent with the format
                        used on similar links on the same page) will be
                        displayed in the WebCrawler Shopping Channel home page
                        "Special Web Price!" promotional rotation in two
                        separate one-week rotations during each year of the term
                        of the Agreement, once every six (6) months.

                  vii)  A link to the Client Site (consistent with the format
                        used on similar links on the same page) will be
                        displayed in the WebCrawler Shopping Channel home page
                        "Featured Merchants" promotional rotation in four
                        separate one-week rotations during each year of the term
                        of the Agreement, once every quarter.

                  viii) A link or links to the Client Site (consistent with the
                        format used on similar links on the same page) will be
                        displayed on the WebCrawler Shopping Channel home page
                        under the department listings, subject to the following
                        conditions:

                              A)    Client is allocated eight (8) separate
                                    one-week link displays in each year of the
                                    term of the Agreement. Only one (1) link to
                                    the Client Site may be displayed on the
                                    WebCrawler Shopping Channel home page under
                                    the department listings at any one time.
                                    Links to the Client Site may not appear in
                                    more than four (4) different department
                                    listings during each year of the term of the
                                    Agreement.

                              B)    Links to the Client Site may not appear
                                    under the Auctions, Books or Home &
                                    Groceries department listings.

                              C)    The display of all links on the WebCrawler
                                    Shopping Channel home page under the
                                    department listings is subject to the
                                    availability at the time.


                                       3
<PAGE>

                                                                    CONFIDENTIAL

                  ix)   A link to the Client Site (consistent with the format
                        used on similar links on the same page) will be
                        displayed on the front pages of the following
                        departments of the WebCrawler Shopping Channel subject
                        to the following conditions:

                              A)    A link to the Client Site will be displayed
                                    on the front page of four (4) departments of
                                    the WebCrawler Shopping Channel of Client's
                                    choice for the term of the Agreement, other
                                    than the Auctions, Books or Home & Groceries
                                    departments of the WebCrawler Shopping
                                    Channel.

                  x)    A link to the Client Site (consistent with the format
                        used on similar links on the same page) will be
                        displayed in the "Featured Merchants" promotional
                        rotation on the front pages of the following departments
                        of the WebCrawler Shopping Channel subject to the
                        following conditions:

                              A)    Client is allocated four (4) separate
                                    four-week link displays in the "Featured
                                    Merchants" promotional rotation on the front
                                    page of departments of the WebCrawler
                                    Shopping Channel other than the Auctions,
                                    Books or Home & Groceries departments of the
                                    Excite Shopping Channel in each year of the
                                    term of the Agreement. This allocation of
                                    links may not be used in more than one (1)
                                    department at any one time.

                  xi)   Excite will deliver XXXXXXXXX impressions of the Client
                        promotional placements described in this Section 1
                        during the first year of the term of this Agreement.
                        Sixty (60) days prior to the end of the first year after
                        the Launch Date, Excite and Client will negotiate in
                        good faith to establish allocated number of impressions,
                        advertising banners and promotional placements described
                        in this Section 1 for the second year of the term of the
                        Agreement. If the parties fail to reach agreement
                        concerning performance details for the second year of
                        the term, Client may cancel, effective on the later of
                        the first anniversary of this Agreement or such time as
                        Excite has delivered XXXXXXX clickthroughs, provided
                        this latter date is not more than 16 months after the
                        Launch Date.

2.    SPONSORSHIP OF EXCITE LIFESTYLE CHANNEL

      a)    A link to the Client Site (consistent with the format used on
            similar links on the same page) will be displayed in the Excite
            Lifestyle Channel home page "Exciting Stuff" promotional rotation in
            one (1) one-week rotation each month during the term of the
            Agreement. Excite will make reasonable commercial


                                       4
<PAGE>

                                                                    CONFIDENTIAL

            efforts to display this link during mutually-determined holiday
            weeks, subject to availability.

      b)    A link to the Client Site (consistent with the format used on
            similar links on the same page) will be programmed in the default
            configuration of the "Favorite Links" listing of Web sites on the
            Home & Garden department home page of the Excite Lifestyle Channel
            during the term of the Agreement. Due to the user's control over the
            Web sites displayed in the "Favorite Links" listing, the parties
            acknowledge that Excite cannot guarantee or estimate the number of
            times Client's link in the "Favorite Links" listing will be
            displayed.

      c)    Excite will deliver XXXXXXXXXXXXXXXX impressions of the Client
            promotional placements described in this Section 2 during the first
            year of the term of this Agreement. Sixty (60) days prior to the end
            of the first year after the Launch Date, Excite and Client will
            negotiate in good faith to establish allocated number of
            impressions, advertising banners and promotional placements
            described in this Section 2 for the second year of the term of the
            Agreement. If the parties fail to reach agreement concerning
            performance details for the second year of the term, Client may
            cancel, effective on the later of the first anniversary of this
            Agreement or such time as Excite has delivered XXXXXXX
            clickthroughs, provided this latter date is not more than 16 months
            after the Launch Date.

3.    SPONSORSHIP OF EXCITE ENTERTAINMENT CHANNEL

      a)    A link to the Client Site (consistent with the format used on
            similar links on the same page) will be displayed in the "Exciting
            Stuff" promotional rotation on Client's choice or either the home
            page of the Music or Movies department of the Excite Entertainment
            Channel in one (1) one-week rotation each month during the term of
            the Agreement, subject to availability. Excite will make reasonable
            commercial efforts to display this link during mutually-determined
            holiday weeks, subject to availability.

      b)    Excite will deliver XXXXXXXXXXXX impressions of the Client
            promotional placements described in this Section 3 during the first
            year of the term of this Agreement. Sixty (60) days prior to the end
            of the first year after the Launch Date, Excite and Client will
            negotiate in good faith to establish allocated number of
            impressions, advertising banners and promotional placements
            described in this Section 3 for the second year of the term of the
            Agreement. If the parties fail to reach agreement concerning
            performance details for the second year of the term, Client may
            cancel, effective on the later of the first anniversary of this
            Agreement or such time as Excite has delivered XXXXXXX
            clickthroughs, provided this latter date is not more than 16 months
            after the Launch Date.


                                       5
<PAGE>

                                                                    CONFIDENTIAL

4.    SPONSORSHIP OF WEBCRAWLER HOME & FAMILY CHANNEL

      a)    A link to the Client Site (consistent with the format used on
            similar links on the same page) will be displayed in the "Services"
            (or equivalent) promotional rotation on the home page of the
            WebCrawler Home & Family Channel in two (2) separate one-week
            rotations each year during the term of the Agreement, once every six
            (6) months.

      b)    Excite will deliver XXXXXXXXXXXX impressions of the Client
            promotional placements described in this Section 4 during the first
            year of the term of this Agreement. Sixty (60) days prior to the end
            of the first year after the Launch Date, Excite and Client will
            negotiate in good faith to establish allocated number of
            impressions, advertising banners and promotional placements
            described in this Section 4 for the second year of the term of the
            Agreement. If the parties fail to reach agreement concerning
            performance details for the second year of the term, Client may
            cancel, effective on the later of the first anniversary of this
            Agreement or such time as Excite has delivered XXXXXXXX
            clickthroughs, provided this latter date is not more than 16 months
            after the Launch Date.

5.    ADVERTISING ON THE EXCITE SITE

      a)    Excite will display Client's banner advertising on Excite Search
            results pages in response to mutually determined keywords, subject
            to availability.

      b)    Excite will display Client's banner advertising in rotation on
            mutually determined Excite Channels, subject to availability.

      c)    Excite guarantees the display of XXXXXX such banners during the
            first year of the term of the Agreement. Sixty (60) days prior to
            the end of the first year after the Launch Date, Excite and Client
            will negotiate in good faith to establish allocated number of
            impressions, advertising banners and promotional placements
            described in this Section 5 for the second year of the term of the
            Agreement. If the parties fail to reach agreement concerning
            performance details for the second year of the term, Client may
            cancel, effective on the later of the first anniversary of this
            Agreement or such time as Excite has delivered XXXXXXX
            clickthroughs, provided this latter date is not more than 16 months
            after the Launch Date.

      d)    Excite will provide forty-eight (48) hour turnaround on replacing
            GIF banners supplied by Client. HTML advertising banners must be
            submitted by Client to Excite for review at least five (5) business
            days in advance of Excite


                                       6
<PAGE>

                                                                    CONFIDENTIAL

            beginning implementation. After completing its review, Excite will
            implement approved HTML banners in no more than two (2) business
            days.

      e)    Client may have up to twenty (20) different advertising banners in
            rotation for display during any one week. Excite will link Client's
            advertising banners to a maximum of twenty (20) different URLs
            submitted by Client.

6.    LAUNCH DATE, RESPONSIBILITY FOR EXCITE NETWORK AND REPORTING

      a)    Client and Excite will use reasonable efforts to implement the
            display of the promotional placements and advertising described in
            the Agreement by April 15, 1998 (the "Launch Date").

      b)    Excite will have sole responsibility for providing, hosting and
            maintaining, at its expense, the Excite Network. Excite will have
            sole control over of the "look and feel" of the Excite Network
            including, but not limited to, the display, appearance and placement
            of the parties' respective names and/or brands and the promotional
            links.

      c)    Excite will in "good faith" ensure Client that the above mentioned
            banners and promotional placements will be more prominently
            presented than any other "competitive retailer's" banners or
            promotional placements for the term of the Agreement. For the
            purposes of this Agreement, a "competitive retailer" means an
            on-line department store comparable to Bloomingdale's, Macy's,
            Burdine's, Shopping.com, Chef's Catalog or iQVC.

      d)    Excite will provide Client with monthly reports substantiating the
            number of impressions of Client's advertising banners and
            promotional placements displayed on the Excite Network and the
            resulting number of clickthroughs to the Client's site. At the time
            that Excite makes audited impression reports available to its
            advertisers, Client will receive audited impression reports.

7.    SPONSORSHIP, ADVERTISING AND VARIABLE REVENUE SHARE FEES

      a)    In exchange for XXXXXXXXXXXXXXXXXXXXXXXX the Client will pay Excite
            sponsorship and advertising fees of XXXXXXXXXXX for the first year
            of the term of the Agreement. These fees will be paid in equal
            monthly installments


                                       7
<PAGE>

                                                                    CONFIDENTIAL

            of XXXXXXXXXXXXXXXXX. The first monthly payment will be due upon the
            display of the first of the promotional placements and advertising
            described in the Agreement. Subsequent installments will be due on a
            monthly basis thereafter. XXXXXXXXXXXXXXXXXXXXXX.

      b)    In exchange for XXXXXXXXXXXXX the Client will pay Excite sponsorship
            and advertising fees of XXXXXXXXXXXXXXXXX for the second year of the
            term of the Agreement. These fees will be paid in equal monthly
            installments of XXXXXXXXXXXXXXXXXXXXXXX. The first monthly payment
            will be due upon the first anniversary of the display of the first
            of the promotional placements and advertising described in the
            Agreement. Subsequent installments will be due on a monthly basis
            thereafter. XXXXXXXXXXXXXXX.

      c)    Excite will maintain accurate records of the XXXXXXXXXXX delivered
            under this Agreement as described in Sections 7(a) and 7(b). Should
            these results differ to those provided by Client's server by more
            than 10%, Client may, once per quarter during Excite's regular
            business hours and at Client's sole expense, review these records to
            verify the accuracy and appropriate accounting of XXXXXXXXX
            delivered pursuant to the Agreement. Should Client's review
            determine that Excite's XXXXXXXX results are inaccurate by 5% or
            more, then Excite shall pay for all reasonable costs incurred by
            Client for the review of Excite's records.



                                       8
<PAGE>

                                                                    CONFIDENTIAL

      d)    Separate and apart from the sponsorship and advertising fees paid
            for the XXXXXXXXXXXXXXXXXXXXXXXXXX detailed above in Sections 7(a)
            and 7(b), Client will pay Excite a variable revenue share to be
            calculated based on sales, excluding any and all amounts collected
            for sales tax, shipping and handling charges, and credits for
            returned goods and/or services, Client derives from visits to the
            Client Site via links from the promotional placements and
            advertising on the Excite Site described in Sections 1 - 5. Payments
            will be made according to the following schedule:

                  i)    For the year between the Launch Date and the first
                        anniversary of the Launch Date:

                              o     For revenues between XXXXXXXXXXXXXXXX of
                                    sales, excluding any and all amounts
                                    collected for sales tax, shipping and
                                    handling charges, and credits for returned
                                    goods and/or services.

                              o     For revenues in excess of
                                    XXXXXXXXXXXXXXXXXXX of all sales, excluding
                                    any and all amounts collected for sales tax,
                                    shipping and handling charges, and credits
                                    for returned goods and/or services.

                  ii)   For the year between the first anniversary of the Launch
                        Date and the second anniversary of the Launch Date:

                              o     For revenues between XXXXXXXXXXXXXX of
                                    sales, excluding any and all amounts
                                    collected for sales tax, shipping and
                                    handling charges, and credits for returned
                                    goods and/or services.
 
                              o     For revenues in excess of XXXXXXXXXXXXX of
                                    all sales, excluding any and all amounts
                                    collected for sales tax, shipping and
                                    handling charges, and credits for returned
                                    goods and/or services.

                              o     For revenues in excess of
                                    XXXXXXXXXXXXXXXXXXXXXX of all sales,
                                    excluding any and all amounts collected for
                                    sales tax, shipping and handling charges,
                                    and credits for returned goods and/or
                                    services.

                              o     For revenues in excess of XXXXXXX of all
                                    sales, excluding any and all amounts
                                    collected for sales tax, shipping and
                                    handling charges, and credits for returned
                                    goods and/or services.

      e)    Client will pay Excite its variable revenue share payments within
            thirty (30) days after the close of each month.


                                       9
<PAGE>

                                                                    CONFIDENTIAL

      f)    The sponsorship and advertising fees and variable revenue share
            payments are net of any agency commissions to be paid by Client.

      g)    Client will maintain accurate records with respect to the
            calculation of all variable revenue share payments due under this
            Agreement. Once per year, the parties will review these records to
            verify the accuracy and appropriate accounting of all payments made
            pursuant to the Agreement. In addition, Excite may, upon no less
            than thirty (30) days prior written notice to Client, cause an
            independent Certified Public Accountant to inspect the records of
            Client reasonably related to the calculation of such payments during
            Client's normal business hours. The fees charged by such Certified
            Public Accountant in connection with the inspection will be paid by
            Excite unless the payments made to Excite are determined to have
            been less than ninety-five percent (95%) of the payments actually
            owed to Excite, in which case Client will be responsible for the
            payment of the reasonable fees for such inspection.

8.    PUBLICITY

            Unless required by law, neither party will make any public
            statement, press release or other announcement relating to the terms
            of or existence of this Agreement without the prior written approval
            of the other. Such approval will not be unreasonably withheld.
            Notwithstanding the foregoing, the parties agree to issue an initial
            press release regarding the relationship between Excite and Client,
            the timing and wording of which will be mutually agreed upon.

9.    TERM AND TERMINATION

      a)    The term of this Agreement will begin on the Launch Date and will
            not end until Excite displays of a total of XXXXXXXXXXXXX
            impressions of Client's advertising banners and promotional
            placements on the Excite Site and Excite has made reasonable
            commercial efforts to deliver, at minimum, a goal of XXXXXXXX
            clickthroughs to the Client Site. Regardless of Excite's actual
            delivery of impressions and clickthroughs, the term of this
            Agreement will not be shorter than two (2) years after the display
            of the first of Client's advertising banners and promotional
            placements, subject to the termination rights set forth below.

      b)    Sixty (60) days prior to the end of the first year after the Launch
            Date, Excite and Client will negotiate in good faith to establish
            allocated number of impressions, advertising banners and promotional
            placements for the second year of the term of the Agreement.


                                       10
<PAGE>

                                                                    CONFIDENTIAL

      c)    Excite's goal is to deliver XXXXXXXXXXXXXXXXXXXXXXXX clickthroughs
            to the Client Site during the fourth through sixth months
            (inclusive) after the Launch Date, XXXXXXXXXXXXXXXX clickthroughs to
            the Client Site during the seventh through ninth months (inclusive)
            after the Launch Date, and XXXXXXXXXXXXXXXXXXXX clickthroughs to the
            Client Site during the ninth through twelfth months (inclusive)
            after the Launch Date.

      d)    In the event that Excite has not delivered XXXXXXXXXXXXXXXX
            clickthroughs to the Client Site by the end of twelve (12) months
            after the Launch Date, the first year of the term of the Agreement
            will be extended without additional sponsorship and advertising fees
            for up to an additional four (4) months. In the event that Excite
            has not delivered XXXXXXXXXXXXXXXXXXXXX clickthroughs to the Client
            Site by end of the additional four-month period, Client may
            terminate this Agreement immediately upon delivery of written notice
            to Excite.

      e)    Either party may terminate this Agreement if the other party
            materially breaches its obligations hereunder and such breach
            remains uncured for thirty (30) days following the notice to the
            breaching party of the breach.

      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 12 (Confidentiality and User Data),
            Section 13 (Indemnity), Section 14 (Limitation of Liability) and
            Section 15 (Dispute Resolution) will survive any termination or
            expiration of this Agreement.

10.   TRADEMARK OWNERSHIP AND LICENSE

      a)    Client will retain all right, title and interest in and to its
            trademarks, service marks and trade names worldwide, subject to the
            limited license granted to Excite hereunder.

      b)    Excite 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 Client hereunder.

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


                                       11
<PAGE>

                                                                    CONFIDENTIAL

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

                  i)    As the parties may agree in writing; or

                  ii)   To the extent permitted by applicable law.

11.   CONTENT OWNERSHIP

      a)    Client will retain all right, title and interest in and to the
            Client Site worldwide including, but not limited to, ownership of
            all copyrights and other intellectual property rights therein.

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

12.   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.

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

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


                                       12
<PAGE>

                                                                    CONFIDENTIAL

      d)    The usage reports provided by Excite to Client hereunder will be
            deemed to be the Confidential Information of Excite.

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

      f)    For the purposes of this Agreement, "User Data" means all
            information pertaining to users referred to the Client Site from the
            Excite Network during the term of the Agreement that is not
            submitted by or collected from Users in connection with their
            purchases or other interactive activities while signed on to the
            Client Site. The parties acknowledge that any individual user of the
            Internet could be a user of Excite and/or Client through activities
            unrelated to this Agreement and that user data gathered independent
            of this Agreement, even from individuals who are users of both
            parties' services, will not be deemed to be "User Data" for the
            purposes of this Agreement.

      g)    User Data will be deemed to be the joint property of the parties
            and, subject to the limitations contained herein, both parties will
            retain all rights to make use of any User Data obtained through this
            Agreement.

      h)    Client will provide to Excite all User Data collected by Client
            within thirty (30) days following the end of each calendar month
            during the term of this Agreement in a mutually-determined
            electronic format.

      i)    Client will not use User Data to directly or indirectly solicit any
            Excite users 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.

      j)    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.

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


                                       13
<PAGE>

                                                                    CONFIDENTIAL

13.   INDEMNITY

      a)    Client will indemnify, defend and hold harmless Excite, 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)    The breach of any representation or covenant in this
                        Agreement; or

                  ii)   Any claim that Client's advertising banners infringe or
                        violate any third party's copyright, patent, trade
                        secret, trademark, right of publicity or right of
                        privacy or contain any defamatory content; or

                  iii)  Any claim arising from content displayed on the Client
                        Site.

            Excite will promptly notify Client of any and all such claims and
            will reasonably cooperate with Client 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 Excite in any way and such
            obligation, liability, prejudice or impact can reasonably be
            expected to be material, then such settlement shall require Excite's
            written consent (not to be unreasonably withheld or delayed) and
            Excite may have its own counsel in attendance at all proceedings and
            substantive negotiations relating to such claim.

      b)    Excite will indemnify, defend and hold harmless Client, 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)    The breach of any representation or covenant in this
                        Agreement; or

                  ii)   Any claim arising from the Excite Network other than
                        content or services provided by Client.

            Client will promptly notify Excite of any and all such claims and
            will reasonably cooperate with Excite 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 Client in any way and such
            obligation, liability, prejudice or impact can reasonably be
            expected to be material, then such settlement shall require Client's
            written consent (not to be unreasonably withheld or delayed) and
            Client may have its own counsel in attendance at all proceedings and
            substantive negotiations relating to such claim.


                                       14
<PAGE>

                                                                    CONFIDENTIAL

      c)    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 IMPLIED WARRANTIES, INCLUDING ALL
            IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
            PURPOSE REGARDING SUCH SUBJECT MATTER.

14.   LIMITATION OF LIABILITY

            EXCEPT UNDER SECTIONS 13(a) AND 13(b), IN NO EVENT WILL EITHER PARTY
            BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL
            DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING
            NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED
            OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF EITHER PARTY FOR
            DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR
            ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE
            AMOUNTS TO BE PAID BY CLIENT TO EXCITE HEREUNDER.

15.   DISPUTE RESOLUTION

      a)    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.

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

      c)    In the event that disputes between the parties arising from or
            concerning in any manner the subject matter of this Agreement, other
            than disputes arising from or concerning trademarks, service marks
            or trade names, confidentiality and/or User Data, cannot be resolved
            through good faith negotiation and mediation, the parties will refer
            the dispute(s) to the American Arbitration Association for
            resolution through binding arbitration by a single arbitrator


                                       15
<PAGE>

                                                                    CONFIDENTIAL

            pursuant to the American Arbitration Association's rules applicable
            to commercial disputes.

16.   GENERAL

      a)    Assignment. Neither party may assign this Agreement, in whole or in
            part, without the other party's written consent (which will not be
            unreasonably withheld), except that no such consent will be required
            in connection with (i) a merger, reorganization or sale of all, or
            substantially all, of such party's assets or (ii) either party's
            assignment and/or delegation of its rights and responsibilities
            hereunder to a wholly-owned subsidiary or joint venture in which the
            assigning party holds an interest. Any attempt to assign this
            Agreement other than as permitted above will be null and void.

      b)    Governing Law. This Agreement will be governed by and construed in
            accordance with the laws of the State of New York, notwithstanding
            the actual state or country of residence or incorporation of Excite
            or Client.

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

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

      e)    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.

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

      g)    Entire Agreement. This Agreement is the complete and exclusive
            agreement between the parties with respect to the subject matter
            hereof, superseding any prior agreements and communications (both
            written and oral) regarding


                                       16
<PAGE>

                                                                    CONFIDENTIAL

            such subject matter. This Agreement may only be modified, or any
            rights under it waived, by a written document executed by both
            parties.

      h)    Counterparts. This Agreement may be executed in counterparts, each
            of which will serve to evidence the parties' binding agreement.


CyberShop                                Excite, Inc.

By: /s/ Jill Markus                      By: /s/ Robert C. Hood
    ---------------------------              -----------------------------------


Name:  Jill Markus                       Name:  Robert C. Hood
       ------------------------                 --------------------------------

Title: V.P. Store Development            Title: Exec. VP-Chief Financial Officer
       ------------------------                 --------------------------------

Date: March 31, 1998                     Date: March 31, 1998
      -------------------------                ---------------------------------

130 Madison Avenue                       555 Broadway
New York, New York 10016                 Redwood City, California 94063
212.532.3553 (voice)                     650.568.6000 (voice)
212.532.3613 (fax)                       650.568.6030 (fax)


                                       17