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                                                                   EXHIBIT 10.15

                                                                   CONFIDENTIAL


                           AUCTION SERVICES AGREEMENT

This agreement ("Agreement") is entered into as of August 23, 1999 ("Effective
Date"), by and between Excite, Inc., a wholly owned subsidiary of At Home
Corporation, a Delaware corporation located at 555 Broadway, Redwood City, CA
94063 ("Excite") and FairMarket, Inc., a Delaware corporation located at 400
Unicorn Park Drive, Woburn, Massachusetts 01801, CA 94063 ("FairMarket" or
"Auction Services Provider").

                                    RECITALS

A.     Excite maintains sites on the Internet at http://www.excite.com (the
       "Excite Site"), at http://www.classifieds2000.com (the "Classifieds2000
       Site") and at http://www.webcrawler.com (the "Webcrawler Site"), and owns
       and/or manages related Web sites worldwide which, among other things,
       allow its users to search for and access content and other sites on the
       Internet. "Excite Network" shall mean the following narrowband web sites
       owned and/or operated by Excite (including any narrowband versions or
       upgrades thereof): Excite Site, Webcrawler Site and Classifieds2000 Site,
       but shall not include Excite's business portal located at www.work.com
       (including any versions, upgrades, successors or replacements thereof) or
       any broadband site.

B.     Auction Services Provider owns and operates a back-end auction service
       ("FairMarket Auction Service(s)"), which it provides to third party
       internet sites. FairMarket also owns or manages a related site on the
       internet at http://www.fairmarket.com ("FairMarket Site" or "Auction
       Services Provider Site"). "FairMarket Network" shall mean the network of
       sites of FairMarket customers for whom FairMarket hosts private label
       auction services similar to the private label auction services as defined
       herein.

C.     Excite and Auction Services Provider wish to develop a co-branded version
       of the FairMarket Auction Services, which will be developed and
       maintained by Auction Services Provider on an integrated basis with the
       Excite Network ("Co-Branded Site").

1.       CO-BRANDED SERVICE

       a)     FairMarket will develop, host, and maintain, at its expense, the
              Co-Branded Site in accordance with the specifications defined in
              Exhibit A.

       b)     FairMarket will be responsible for all system operation software
              costs, hardware costs and operation costs incurred in connection
              with the development and operation of the Co-Branded Site. The
              Co-Branded Site shall utilize the functional specifications
              described in FairMarket's "Community AuctionPlace Features,
              version 4.0 ", which is attached hereto as Exhibit E, and as may
              be changed from time to time. The Co-Branded Site shall be
              developed and maintained at no additional charge to Excite.

       c)     FairMarket and Excite will work together to develop and launch the
              Co-Branded Site in accordance with the development schedule
              detailed in Exhibit B.

       d)     Excite will display links to the Co-Branded Site in a variety of
              locations across the Excite Network. At a minimum, Excite will
              provide links from the Excite.com homepage and the toolbar of the
              Excite Classifieds service. If for any reason Excite determines
              that such links are no longer in its best interests, Excite may
              remove the links so long as Excite provides links to the
              Co-Branded Site, from the Excite Network or from other site(s)
              controlled by Excite, which afford the Co-Branded Service a level
              of promotion similar to or greater than that provided by the
              original links. In addition, Excite may display links from home
              pages, links from shopping pages, inclusion in emails, links from
              search results pages, links from category pages, and links from
              other contextually relevant pages within the Excite Network to
              relevant areas within the Co-Branded Site. Excite will have sole
              discretion and control over the placement and positioning of such
              links.


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                                                                    CONFIDENTIAL

       e)     Excite will have sole control over the "look and feel" of the
              Excite Network. Excite will have sole responsibility for providing
              and maintaining, at its expense, the Excite Network and any
              hardware or labor or software (including updates thereto)
              reasonably necessary to maintain the Excite Network as described
              herein.

2.       ADVERTISING ON THE CO-BRANDED SITE

       a)     Excite will sell and serve (when available) all advertising on the
              Co-Branded Site, including, but not limited to banner advertising
              and Excite sponsorship module advertising. Excite will have the
              right to sell and serve such advertising on all pages within the
              Co-Branded Site. FairMarket will work with Excite, and accommodate
              Excite's technical requirements, to serve dynamic targeted banners
              and sponsorship placements, and create and target additional
              advertising positions within the Co-Branded Site.

       b)     Excite will pay FairMarket, on a quarterly basis, twenty per cent
              (20%) of "Net Advertising Revenue" (gross advertising revenue less
              sales costs not to exceed fifteen per cent (15%)) collected from
              such advertising.

       c)     Excite will not sell advertising on the Co-Branded Site to
              FairMarket Named Competitors. "FairMarket Named Competitors" shall
              include eBay and Amazon Auctions. FairMarket may add to or replace
              company names on the list of FairMarket Named Competitors under
              the following conditions: (i) Excite must approve any such change,
              such approval not to be unreasonably withheld, (ii) the total
              number of FairMarket Named Competitors does not exceed five
              companies, (iii) the list may not be changed more than once per
              calendar quarter and (iv) no company may be added to the list with
              which Excite has a material existing advertising relationship at
              the time of such intended addition.

       d)     As soon as reasonably possible, FairMarket will work with Excite
              to enable the promotion of Excite's preferred financial services
              provider on the Co-Branded Site. To the extent that the Co-Branded
              Site offers buyer registration forms and/or credit card processing
              service(s), such services will present Excite's preferred
              financial services provider as the default credit card provider,
              and in any event more prominently than it presents the names or
              logos of any competing companies including, but not limited to,
              credit card companies.

3.       TRANSACTION REVENUE

       a)     "Seller(s)" shall mean a user who lists product(s) or service(s)
              for sale on the FairMarket Network.

       b)     "Buyer(s)" shall mean a user who successfully bids for product(s)
              or service(s) on the FairMarket Network.

       c)     "Transaction Fees" shall mean any fee charged to Sellers or Buyers
              that become payable upon the consummation of a sale of a product
              or service through the FairMarket Network.

       d)     "Listing Fees" shall mean any fee charged to a Seller for placing
              any listing of products or services on the Co-Branded Site.

       e)     "Gross Transaction Revenue" shall mean one hundred per cent (100%)
              of Listing Fees charged to Sellers on the Co-Branded Site, plus
              fifty per cent (50%) of all Transaction Fees (using the Co-Branded
              Site's then-current transaction fee schedule) resulting from
              transactions in which the Buyer used the Co-Branded Site
              (regardless of whether the Seller uses the Co-Branded Site or
              another site within the FairMarket Network), plus fifty per cent
              (50%) of all Transaction Fees resulting from transactions in which
              a Seller used the Co-Branded Site (regardless of whether the Buyer
              uses the Co-Branded Site or another site within the FairMarket
              Network).


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                                                                    CONFIDENTIAL

       f)     "Net Transaction Revenue" shall mean actual Gross Transaction
              Revenue less returns or similar credits and credit card and other
              processing costs (collectively not to exceed 2.5% of Gross
              Transaction Revenue).

       g)     "Shared Transaction Revenue" shall mean fifty five per cent (55%)
              of Net Transaction Revenue.

       h)     FairMarket shall determine the amount, if any, of Transaction Fees
              and Listing Fees for the Co-Branded Site. FairMarket will take
              into consideration current industry pricing and the competitive
              environment when setting pricing, and will establish pricing
              comparable to that charged by leading independent auction sites
              and other leading portals. Unless expressly requested or
              authorized by Excite, under no circumstances will the Transaction
              Fees or Listing Fees on the Co-Branded Site be higher in aggregate
              than those on any of FairMarket's other similar co-branded auction
              services. Unless expressly requested and authorized by Excite,
              under no circumstances after the initial launch period (not to
              exceed three (3) months following the Effective Date) will the
              Transaction Fees or Listing Fees on the Co-Branded Site be zero.

       i)     Subject to the minimum revenue guarantee described in Section 3.j.
              below, FairMarket will pay Excite, on a quarterly basis, the
              Shared Transaction Revenue within thirty (30) days following the
              end of each quarter.

       j)     For contract years in which total Excite-initiated "User Visits"
              (the number of sessions in the Co-Branded Site that were initiated
              via links or banners on the Excite Network, as well as visits
              initiated directly via a URL) exceeds the "Minimum Guaranteed
              Visit" numbers below, FairMarket will pay Excite the greater of:
              (i) Shared Transaction Revenue or (ii) the Minimum Revenue
              Guarantee (defined below).

<TABLE>
<CAPTION>
  Contract Year        Minimum Revenue Guarantee     Minimum Guaranteed Visits
<S>                    <C>                           <C>
     Year 1                   $0.8 Million              27 Million Visits

     Year 2                   $2.1 Million              42 Million Visits

     Year 3                   $4.6 Million              55 Million Visits

     Year 4                   $7.0 Million              75 Million Visits

     Year 5                   $8.4 Million              90 Million Visits
</TABLE>

       k)     FairMarket agrees to remit to Excite any balance due on the
              Minimum Revenue Guarantee no later than 90 days following the end
              of each contract year. Minimum Guarantees are viewed on a contract
              year annual basis and not on a cumulative basis; for example, any
              Minimum Revenue Guarantee that FairMarket paid to Excite in a
              given year would never be paid back by Excite in future years,
              even if FairMarket exceeded minimum payments in future years.

4.       ADVERTISING ON THE EXCITE NETWORK

       a)     For a two-year period beginning on the Effective Date, Excite will
              provide FairMarket with advertising services as defined in Exhibit
              D and subject to the standard Terms and Conditions as described
              therein.

       b)     In exchange for advertising services described in 4.a), FairMarket
              will pay Excite $2.5 million per quarter, for a total of $20
              million over eight quarters. Excite will invoice FairMarket for
              actual advertising services delivered at the end of each calendar
              quarter. The parties expect that the delivery of such advertising
              and resulting Excite recognition of accrual of advertising revenue
              will begin at approximately the same time as the launch of the
              Co-Branded Site,




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                                                                    CONFIDENTIAL

              which is expected to be early in Q4 1999. All such fees will be
              due within thirty days of invoice.

       c)     The parties expect that changes to the agreed-upon advertising
              placements may be desirable at various points during the two-year
              term of this advertising commitment. In the event that one or more
              of the defined placements or services does not perform to
              FairMarket's satisfaction or is no longer available on the Excite
              Network, the parties will work together in good faith to replace
              the insertion order describing such placement or service with an
              insertion order describing a new placement or service of similar
              value. FairMarket will be not be charged any penalty fees for such
              changes. The parties will not make such changes more than once per
              calendar quarter.

       d)     All banner, sponsorship and/or other promotional advertising will
              refer to "Excite Auctions" and will be directed to click through
              to the Co-Branded Site.

       e)     FairMarket will develop at its expense the creative to be used in
              banner and sponsorship placement advertising. All such creative
              will be utilized subject to Excite's approval, such approval not
              to be unreasonably withheld.

5.       PREFERRED PARTNER PROMOTION

       a)     During the Term (as defined in Section 6(a)), subject to the
              exclusions listed in Section 5.b), 5.c) and 5.d) below, Excite
              will not form a relationship with any third party company, other
              than FairMarket, to provide private label or co-branded services
              of the following types for the Excite Network sites: (i)
              person-to-person Auction Services, (ii) merchant-to-person Auction
              Services, or (iii) Classified Advertising Services for the
              Auction-related Classified Categories.

       b)     Excite retains the option to enter into one or more relationships
              with third parties to provide the following services, which may be
              co-branded or private label auction services: (i) reverse
              auctions, (ii) Auction Services involving rare and authenticated
              goods and (iii) merchant-to-person and person-to-person auction
              services for its broadband service(s). In such cases, Excite will
              discuss its functionality needs with FairMarket to determine if
              comparable functionality will be available from FairMarket within
              the time frame required by Excite. If FairMarket develops
              comparable functionality within such time frame, Excite will
              consider the FairMarket offering, but is free to select either
              FairMarket or a third party, although Excite agrees to view
              FairMarket as the "incumbent" in such circumstances.

       c)     In the event that Excite wishes to offer its users co-branded
              person-to-person or co-branded merchant-to-person auction services
              or functionality, which are not provided by the Co-Branded Site,
              Excite will notify FairMarket of its intention to provide such
              services. If FairMarket is unable to provide such services within
              ninety (90) days, Excite may, in its sole discretion, form one or
              more relationships with any third parties for the provision of
              such services.

       d)     The parties acknowledge that Excite has and will form
              relationships with third parties for the provision of private
              label or co-branded services not primarily focused on
              person-to-person or merchant-to-consumer auctions. In some cases,
              such private label or co-branded service(s) may include a
              person-to-person or merchant-to-consumer auction component related
              to the specific service or category offered. Such relationships
              are not focused on person-to-person or merchant-to-person auctions
              and therefore will be excluded from the restriction described in
              Section 5.a.

       e)     FairMarket shall promote Excite's participation as a partner in
              its private label program in ongoing press materials, and in
              marketing collateral related to such program; provided that all
              uses of Excite Marks in marketing and promotional materials shall
              require the prior review and approval of Excite.


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       f)     FairMarket will not develop or promote a proprietary Auction
              Services or Classified Advertising Services destination site,
              including any site under the FairMarket, or any other name, at any
              time during the Term. All links on the FairMarket site referencing
              a live auction or classifieds service shall link to the Co-Branded
              Site or other FairMarket third-party partner site. Following the
              first anniversary of the Effective Date, FairMarket shall have the
              option to develop and promote a proprietary Auction Services or
              Classified Advertising Services destination site if the total
              visits to the Co-Branded Site falls below 3 million visits in any
              3-month period.

       g)     Excite will promote the Co-Branded Site to the merchant customers
              of its retail shopping service. FairMarket will use its best
              efforts to relate its auction and classifieds category hierarchy,
              per Excite's direction, to the category hierarchy presented in
              Excite's retail shopping service, to enable Excite's merchant
              customers to distribute product listings through both services via
              a single or parallel data feed.

       h)     FairMarket, at its sole discretion, may refer its merchant
              customers seeking a retail shopping distribution partnership to
              the Excite Shopping Service ("ESS"). FairMarket will not promote
              ESS to its merchant customers any less that it promotes any
              similar third party online retail shopping service with comparable
              revenue-sharing arrangements.

       i)     Excite shall promote Excite's participation as a partner in the
              FairMarket Network in ongoing press materials for the Excite
              Auctions service, and in printed marketing collateral for the
              Excite Auctions service; provided that all uses of FairMarket
              Marks in marketing and promotional materials shall require the
              prior review and approval of FairMarket.

6.       TERM

       a)     The Term of the Agreement shall begin on the Effective Date and
              will continue for five (5) years.

       b)     Following the initial term, the Agreement will automatically renew
              for twelve (12) month terms until cancelled in writing by either
              party at least thirty (30) days prior to the end of the
              then-current term. In renewal terms, neither the traffic
              guarantees by Excite or revenue guarantees from FairMarket shall
              apply. All other financial arrangements will carry forward unless
              the parties agree otherwise prior to any renewal.

7.       TERMINATION

       a)     Either party may terminate this Agreement if the other party
              breaches any material obligation hereunder and such breach remains
              uncured for thirty (30) days following the receipt of written
              notice to the breaching party of the breach and the notifying
              party's intention to terminate.

       b)     Notwithstanding the provisions set forth in 7.a) above, Excite
              shall have the following termination rights:

              i.     In the event of three or more unplanned outages (each for a
                     period of fifteen (15) minutes or longer and each in a
                     separate 24-hour period) of the Co-Branded Site in any
                     thirty (30) day period, or in the event of one or more
                     major unplanned outage (for a period of five (5) hours or
                     longer) of the Co-Branded Site in any thirty (30) day
                     period, Excite may immediately terminate the Agreement
                     without notice and without a cure period.

              ii.    If the quality of the Co-Branded Site and FairMarket
                     Auction Services are not at least comparable to any other
                     auction service on the Internet, based on ranking by a
                     cross-section of third party reviewers (to be recommended
                     by Excite and approved by


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                                                                    CONFIDENTIAL

                     FairMarket, such approval not to be unreasonably withheld)
                     in terms of features and functionality including user
                     interface, product services, accessibility and reliability
                     (the "Default Standard"), Excite shall notify FairMarket in
                     writing, and FairMarket shall use its best efforts to bring
                     the Co-Branded Site and FairMarket Auction Services to the
                     Default Standard. If Excite determines that FairMarket has
                     not met the Default Standard within sixty (60) days
                     following such notification, Excite will no longer be bound
                     to the placement requirements outlined in Section 1.d. or
                     the relationship restrictions defined in Section 5.a.

              iii.   In the event that any undisputed Auction Services Provider
                     payment to Excite remains unpaid after it is due, Excite
                     shall notify Auction Services Provider of such delinquency
                     and Excite's intention to terminate, and Auction Services
                     Provider shall have five (5) business days to cure, after
                     which, if any portion remains unpaid, Excite may
                     immediately terminate this Agreement without further notice
                     and without a cure period.

              iv.    During the term of the Agreement, in the event that an
                     Excite Named Competitor acquires FairMarket, or merges with
                     FairMarket or acquires control of all or substantially all
                     of FairMarket's assets, Excite may terminate the Agreement
                     by providing ninety (90) days written notice within ninety
                     (90) days of Excite's notification of such merger or
                     acquisition. Should Excite choose not to terminate the
                     Agreement during this period, FairMarket will continue to
                     provide Excite with a level of service, which is, at a
                     minimum, consistent with that level of service provided to
                     Excite up to the point of such merger or acquisition.

       c)     Upon termination of this Agreement, Excite and the Excite Network
              shall immediately discontinue all use of the Co-Branded Site and
              return to Auction Services Provider, or destroy, all intellectual
              property belonging to Auction Services Provider.

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

       e)     The provisions of Section 11 (Confidentiality), Section 12
              (Warranty and Indemnity), Section 13 (Limitation of Liability) and
              Section 14 (Dispute Resolution) shall survive any termination or
              expiration of the Agreement.

8.       USAGE REPORTS AND USER DATA

       a)     In addition to the usage reports made available to Excite via the
              Administrative Module (as defined in Exhibit A), FairMarket will
              provide weekly and monthly usage reports as detailed in Exhibit C
              ("Usage Reports").

       b)     For the purpose of this Agreement, "User Data" shall mean all
              information submitted by a user of the Co-Branded Site ("User") to
              either party to this Agreement. "Individually Identifiable User
              Data" shall mean data which can be reasonably used to identify a
              specific individual such as their name, address, phone number,
              etc.

       c)     Both parties acknowledge that any individual user of the Internet
              could be a customer of Excite, Inc. and/or Auction Services
              Provider through activities unrelated to this Agreement. Both
              parties further acknowledge that any User Data gathered
              independent of this Agreement, even for Users that utilize both
              party's services, shall not be covered by this Agreement.

       d)     Excite shall retain all rights to any User Data obtained through
              this Agreement. Excite will have full access to all User Data via
              the Administrative Module (as defined in Exhibit A). Upon
              expiration or termination of the Agreement, FairMarket will
              provide to Excite any User Data not available to Excite at the
              time of such termination or expiration; such User Data will be
              provided in an electronic format to be agreed upon by the parties
              and will be provided to Excite within thirty (30) days following
              such termination or expiration.


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                                                                    CONFIDENTIAL

       e)     During the Term, Excite hereby grants FairMarket a limited license
              to aggregate and use the User Data only as follows. In the case of
              User submitted listings, Excite grants FairMarket the right to
              aggregate and distribute such listings across the FairMarket
              Network. Excite agrees that FairMarket shall be able to utilize
              aggregate information for the purposes of improving the Co-Branded
              Site. FairMarket may utilize, at its sole discretion, aggregated
              data from the Co-Branded Site when aggregated with data from
              FairMarket's other customers.

       f)     Both parties agree that they will not sell, disclose, transfer, or
              rent the Individually Identifiable User Data to any third party,
              nor will either party use said Individually Identifiable User Data
              on behalf of any third party, without the express permission of
              the User. In such cases where User permission for dissemination of
              Individually Identifiable User Data has been obtained, Auction
              Services Provider shall use all reasonable efforts to include and
              enforce within such dissemination contracts or agreements a
              requirement for the inclusion of an unsubscribe feature in all
              email communications generated by, or on behalf of, third party
              users of said Individually Identifiable User Data.

9.       SERVICE OWNERSHIP AND LICENSE

         Auction Services Provider will retain all right, title and interest in
         and to its service worldwide (including, but not limited to, ownership
         of all copyrights and other intellectual property rights therein).
         During the term of this Agreement, and subject to the terms and
         conditions of this Agreement, Auction Services Provider hereby grants
         to Excite a royalty-free, non-exclusive, worldwide license to use,
         distribute, transmit and publicly display the Co-Branded Site in
         accordance with this Agreement and to sub-license the Co-Branded Site
         to Excite's wholly-owned subsidiaries or joint ventures in which Excite
         participates for the sole purpose of using, distributing, transmitting
         and publicly displaying the Co-Branded Site in accordance with this
         Agreement.

10.      TRADEMARK OWNERSHIP AND LICENSE

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

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

         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.      CONFIDENTIALITY

         a)       For the purposes of this Agreement, "Confidential Information"
                  means information about the disclosing party's (or its
                  suppliers') business or activities that is proprietary and
                  confidential, which shall include all business, financial,
                  technical and other information of a party marked


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                                                                    CONFIDENTIAL

                  or designated by such party as "confidential" or
                  "proprietary"; or information which, by the nature of the
                  circumstances surrounding the disclosure, ought in good faith
                  to be treated as confidential.

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

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

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

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

12.      WARRANTY AND INDEMNITY

         a)       Each of FairMarket and Excite warrants that it owns, or has
                  obtained all necessary rights to distribute and make available
                  as specified in this Agreement, any and all information,
                  service or content provided to the other party or made
                  available to third parties in connection with this Agreement,
                  including without limitation in the case of FairMarket, the
                  FairMarket Auction Service(s).

         b)       Auction Services Provider warrants that the Co-Branded Site
                  will comply with the description and technical specifications
                  as contemplated by this Agreement and all Exhibits. FairMarket
                  represents and warrants that the Co-Branded Site, the
                  FairMarket Auction Services and or any other software or
                  content supplied by FairMarket hereunder is designed to be
                  used prior to, during and after the calendar year 2000 A.D.,
                  and that the software will operate during each such time
                  period without error relating to date data.

         c)       Each of FairMarket and Excite will indemnify, defend and hold
                  harmless the other party, 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, reasonable attorneys fees) arising from:

                  i)       The breach of any warranty, representation or
                           covenant by FairMarket or Excite, as applicable, in
                           this Agreement; or

                  ii)      Any claim that the Co-Branded Site or any all
                           information, service or content provided to Excite or
                           FairMarket, as applicable or made available to third
                           parties by FairMarket or Excite, as applicable, in
                           connection with this Agreement infringes or violates
                           any third party's copyright, patent, trade secret,
                           trademark, right of publicity or right of privacy or
                           contains any defamatory content.


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                                                                    CONFIDENTIAL

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

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

13.      LIMITATION OF LIABILITY

EXCEPT UNDER SECTION 11.c), 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 A 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 ACTUALLY PAID BY
THE OTHER PARTY TO SUCH PARTY HEREUNDER.

14. DISPUTE RESOLUTION

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

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

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

15.      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


                          Excite - FairMarket Agreement
                                     Page 9
<PAGE>   10
                                                                    CONFIDENTIAL

                  will be required in connection with a merger, reorganization
                  or sale of all, or substantially all, of such party's capital
                  stock or assets. 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
                  California, notwithstanding the actual state or country of
                  residence or incorporation of FairMarket.

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

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

         e)       Force Majeure. Any delay in or failure of performance by
                  either party under this Agreement caused by any occurrence
                  beyond the reasonable control of such party including, but not
                  limited to, acts of God, power outages and governmental
                  restrictions will not be considered a breach of this Agreement
                  and such performance will be excused for the number of days
                  such occurrence reasonably prevents performance, but in no
                  case will such excuse extend beyond six (6) months.

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

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

                      Excite, Inc.                   FairMarket, Inc.

                      By: /s/ David Pine             By: /s/ Scott Randall

                      Name: David Pine               Name: Scott Randall

                      Title: General Counsel and     Title: CEO
                               Secretary
                      Date:  8/23/99                 Date: 8/23/99



                          Excite - FairMarket Agreement
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