Exhibit 2.9



                       PLAN OF LIQUIDATION AND DISSOLUTION
                                       OF
                       MAXWORLDWIDE, INC. AND SUBSIDIARIES

           The following shall constitute the Plan of Liquidation and
Dissolution (the "Plan") of MaxWorldwide, Inc. and its subsidiaries
(collectively, the "Company"), pursuant to the Delaware General Corporation Law
(the "DGCL").

           1. The Board of Directors of the Company (the "Board of Directors")
has adopted the Plan, conditional upon the consummation of the transactions
contemplated by that certain Agreement and Plan of Merger, dated as of March 12,
2003, among the Company, Bulldog Holdings, Inc., The Excite Company, Inc. and
Millie Acquisition Sub, LLC (the "Merger Agreement"), and has called a meeting
of the Company's stockholders to vote on the Plan.

           2. The effective date of the Plan shall be the later of (i) the date
upon which the transactions contemplated by the Merger Agreement are consummated
or (ii) the date on which holders of a majority of the outstanding stock of the
Company entitled to vote thereon have adopted the Plan (the "Effective Date").

           3. The Plan is intended to be a plan of liquidation and dissolution.
After the Effective Date, the Company shall:

                     (a) file a certificate of dissolution pursuant to the DGCL
and take all actions that may be necessary or
appropriate to dissolve the Company;

                     (b) sell, exchange, lease or otherwise dispose of any
remaining assets (other than cash and cash equivalents) of the Company to any
person or persons for consideration and upon terms and conditions deemed by the
Board of Directors to be in the best interests of the Company and its creditors
and stockholders. In connection with such sale, exchange, lease or other
disposition, the Company shall collect or make provision for the collection of
all accounts receivable, debts, and other claims owing to the Company;

                     (c) provide such notice of dissolution, if any, to
creditors and claimants of the Company as the Board of Directors, in its
discretion, may determine is necessary or appropriate or as may be permitted or
required by applicable law;

                     (d) (i) pay or make reasonable provision to pay all claims
and obligations, including all contingent, conditional or unmatured contractual
claims known to the Company; (ii) make such provision as will be reasonably
likely to be sufficient to provide compensation for any claims against the
Company which is the subject of a pending action, suit or proceeding to which
the Company is a party; and (iii) make such provision as will be reasonably
likely to be sufficient to provide compensation for claims that have not been
made known to the Company or that have not arisen but that, based on facts known
to the Company are likely to arise or to become known to the Company within ten
years after the date of dissolution, and such claims shall be paid in full and
any such provision for payment made shall be made in full so long as the Company
has sufficient assets to do so;

                     (e) wind up its business activities and withdraw the
Company from any jurisdiction in which it is qualified to
do business; and

                     (f) distribute all of its remaining assets, if any,
pro-rata to its stockholders in one or a series of distributions. Such
distribution(s) shall be in cash or assets, in such amounts and at such times,
as the Board of Directors (or any escrow agent(s) or trustee(s) as may be
appointed by the Board of Directors under this Plan) may in their discretion
determine. The distributions so made shall be in complete liquidation of the
Company and in exchange for the complete redemption and cancellation of all of
the capital stock of the Company. As a condition to the receipt of any such
distribution to stockholders, the stockholders may be required to: (i) surrender
their certificates evidencing shares of stock of the Company to the Company or
its agent for the purpose of recording the



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distribution thereon; or (ii) furnish the Company or its agent with satisfactory
evidence of the loss, theft or destruction of any such certificate, together
with a surety bond or other security or indemnity.

           4. If and to the extent deemed necessary, appropriate or desirable by
applicable law or the Board of Directors (or any escrow agent(s) or trustee(s)
as may be appointed by the Board of Directors under this Plan), the Company
shall establish and set aside a reasonable amount of cash and/or property to
satisfy claims against and expenses of the Company, including, without
limitation, tax obligations, all expenses of the sale of the Company's assets,
the collection and defense of the Company's assets, contingent, conditional,
unmatured, and unknown claims, and other expenses in connection with the
liquidation and dissolution provided for in this Plan (the "Contingency
Reserve").

           5. If any distribution to a stockholder of the Company cannot be made
because the stockholder cannot be located, the stockholder has not surrendered
its certificates evidencing its shares of stock of the Company as required under
the Plan, or for any other reason, the distribution to which such stockholder is
entitled (unless transferred to an escrow account or trust established by the
Board of Directors under this Plan) shall be transferred, at such time as the
final distribution of assets is made by the Company (or by any escrow agent(s)
or trustee(s) as may be appointed by the Board of Directors under this Plan), to
the official of such state or other jurisdiction authorized by applicable law to
receive the proceeds of such distribution. The proceeds of such distribution
shall thereafter be held solely for the benefit of and for ultimate distribution
to such stockholder as the sole equitable owner thereof and shall be treated as
abandoned property and escheat to the applicable state or other jurisdiction in
accordance with applicable law. In no event shall the proceeds of any such
distribution revert to or become the property of the Company.

           6. Adoption of this Plan by the holders of a majority of the
outstanding stock of the Company entitled to vote thereon shall constitute the
approval of the Company's stockholders of the sale, exchange, lease or other
disposition of all of the assets of the Company (other than the transactions
contemplated by the Merger Agreement), whether such sale, exchange, lease or
other disposition occurs in one transaction or a series of transactions, and
shall constitute ratification of all contracts for the sale, exchange, lease or
other disposition of the Company's assets that are conditioned on adoption of
this Plan. The Company shall be authorized to commence the sale, exchange, lease
or other disposition of its assets immediately following the adoption and
approval of this Plan by its stockholders or at such other time or times as may
be determined by the Board of Directors in order to attain the highest value for
such assets and maximize value for its stockholders and creditors. The Company's
assets may be sold in bulk to one buyer or a small number of buyers or on a
piecemeal basis to numerous buyers. The Company shall not be required to obtain
appraisals or other third party opinions as to the value of its assets in
connection with the dissolution and liquidation.

           7. From and after the filing of the certificate of dissolution with
the Delaware Secretary of State, the Company shall not engage in any business or
other activity except as required to preserve the value of its assets, wind up
its affairs in an orderly and businesslike manner, and distribute its assets in
accordance with this Plan, or as the Board of Directors may determine to be
appropriate in connection therewith and to complete the liquidation and
dissolution of the Company, all in accordance with the DGCL.

           8. Except as may be limited by law, if the Board of Directors shall
deem it necessary and advisable in order to effect the completion of this Plan,
it may establish an escrow account or liquidating trust for the benefit of the
Company's stockholders and may transfer to such escrow account or to the
liquidating trustee(s) (i) any assets the retention of which may be advisable to
satisfy all debts and liabilities, including without limitation, contingent,
conditional, unmatured or unknown claims; and (ii) any assets held on behalf of
stockholders who cannot be located. At the time an escrow account or liquidating
trust is established, if any, the Board of Directors shall appoint such person
or persons as it deems appropriate to serve as the escrow agent(s) or
trustee(s).

           9. Unless the Board of Directors determines that the closing of the
Company's stock transfer books should occur at an earlier time, the stock
transfer books of the Company will close and the Company will cease to record
transfers of its stock on the earliest to occur of: (i) the close of business on
the record date fixed by the Board of Directors for the final distribution of
assets; (ii) the close of business on the date on which the remaining assets of
the Company are transferred to any escrow account or liquidating trust
established by the Board of Directors under



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the Plan; and (iii) the date on which the Company ceases to exist under Delaware
law (following any post-dissolution continuation period thereunder). Thereafter,
certificates representing shares of stock of the Company will not be assignable
or transferable on the books of the Company (except by will, intestate
succession or operation of law).

           10. If the Board of Directors determines to follow the procedures set
forth in Section 280 of the DGCL, then the following steps shall be taken, to
the extent deemed necessary or appropriate by the Board of Directors, all in
accordance with Sections 280 and 281(a) of the DGCL:

                     (a) The giving of notice of the dissolution requiring all
persons having a claim against the Company, other than a claim against the
Company in a pending action, suit or proceeding to which the Company is a party,
to present their claims against the Company, including giving notice to persons
with contractual claims contingent upon the occurrence or nonoccurrence of
future events or otherwise conditional or not mature ("Contingent Contractual
Claims");

                     (b) The publication of such notice of dissolution;

                     (c) The mailing of notice of rejection to the claimant of
any claim made against the Company in accordance with Section 280 of the DGCL
that the Company rejects, in whole or in part;

                     (d) The mailing of offers for security to persons having
Contingent Contractual Claims, in an amount the Company determines is sufficient
to provide compensation to the claimant if the claim matures and the posting of
such security offered and not rejected by such claimant;

                     (e) The petitioning of the Delaware Court of Chancery to
determine the amount and form of security sufficient to provide compensation to
any claimant who rejected the offer for security;

                     (f) The petitioning of the Delaware Court of Chancery to
determine the amount and form of security that will be reasonably likely to be
sufficient to provide compensation for any claim against the Company which is
the subject of a pending action, suit or proceeding to which the Company is a
party ("Pending Actions Claims") (other than claims barred by Section 280 of the
DGCL);

                     (g) The petitioning of the Court of Chancery to determine
the amount and form of security that will be reasonably likely to be sufficient
to provide compensation for claims that have not been made known to the
corporation or that have not arisen but that, based on facts known to the
Company, are likely to arise or to become known to the corporation within
five years after the date of dissolution (or such longer period as the Court may
determine, not to exceed 10 years from dissolution) ("Potential Future Claims");

                     (h) The posting of any security ordered by the Court of
Chancery for Pending Action Claims;

                     (i) The payment of claims made and not rejected under
Section 280 of the DGCL and the payment, or the making of adequate provision for
the payment, of all other claims that are mature, known and uncontested or that
have been finally determined to be owing by the Company;

                     (j) The posting of any security ordered by the Court of
Chancery for Contingent Contractual Claims; and

                     (k) The posting of any security ordered by the Court of
Chancery for Potential Future Claims.

           11. Notwithstanding the foregoing, the Company shall not be required
to follow the procedures set forth in Section 280 of the DGCL, and the adoption
of the Plan by the stockholders of the Company shall constitute full and
complete authority for the Board of Directors and the officers of the Company,
without further stockholder action, to proceed with the dissolution, winding up,
and liquidation of the Company in accordance with any applicable provision of
the DGCL, including, without limitation, Section 281(b) of the DGCL and to take
all actions as may be necessary or appropriate in furtherance of the
dissolution, winding up, and liquidation of the Company in



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accordance with this Plan and Delaware law.

           12. The Board of Directors and officers of the Company shall take all
remaining action required to be taken by the Company, including (without
limitation) the payment of or provision for all expenses, liabilities and
obligations of the Company incurred in connection with the liquidation and
dissolution of the Company as provided for herein. Without limiting the
foregoing, in connection with and for the purpose of implementing and assuring
completion of this Plan, the Company may, in the discretion of the Board of
Directors (or any escrow agent(s) or trustee(s) as may be appointed by the Board
of Directors under this Plan) pay the Company's officers, directors, employees,
agents and their representatives, or any of them, compensation or additional
compensation above their regular compensation, in cash or other property, and
may provide for indemnification (including advancement of expenses) to such
persons, in recognition of the extraordinary efforts they, or any of them, will
be required to undertake, or actually undertake in connection with the
implementation of this Plan. Adoption of this Plan by the holders of a majority
of the outstanding stock of the Company entitled to vote thereon shall
constitute the approval of the Company's stockholders of the payment of any such
compensation and providing of any such indemnification (including advancement of
expenses).

           13. The Board of Directors of the Company is hereby authorized,
without further action by the stockholders of the Company, to do and perform or
cause the officers of the Company, subject to the approval of the Board of
Directors, to do and perform, any and all acts and things, to incur and pay all
expenses and liabilities, to adopt all votes and resolutions, and to make,
execute, deliver or adopt any and all notices, agreements, resolutions,
conveyances, certificates and other documents of every kind which are deemed
necessary, appropriate or desirable, in the discretion of the Board of
Directors, for the purpose of effecting the dissolution of the Company and the
winding up and complete liquidation of its business and affairs as contemplated
in this Plan and the transactions contemplated hereby, including, without
limiting the foregoing, all filings or acts required by any state or federal law
or regulation to wind up its affairs.

           14. The Company shall continue to indemnify and provide for the
advancement of expenses to its officers, directors, employees, agents and
representatives in accordance with its certificate of incorporation, its bylaws,
each as amended, and any other contractual arrangements and indemnification
agreements, for actions taken in connection with this Plan and the winding-up of
the business and affairs of the Company. The Company's obligation to indemnify
(or advance expenses to) such persons may also be satisfied out of the assets of
any escrow account or trust(s) established by the Board of Directors under this
Plan. The Board of Directors (or any escrow agent(s) or trustee(s) as may be
appointed by the Board of Directors under this Plan), in its discretion, is
authorized to obtain and maintain insurance as may be necessary or appropriate
to cover the Company's obligations under this Plan.

           15. The Board of Directors is authorized to take such action as it
deems appropriate with respect to the Company's employee incentive compensation
and employee benefit plans.

           16. The Board of Directors may modify or amend this Plan if it
determines that such action would be in the best interests of the Company and
its stockholders. In the event that the modification or amendment will, in the
sole judgment of the Board of Directors, materially and adversely affect the
interests of the stockholders, such modification or amendment will be submitted
to the stockholders for approval. If the Board of Directors determines, in its
sole judgment, that abandonment of this Plan would be in the best interests of
the Company and its stockholders, the Board of Directors may abandon the Plan
and all action contemplated thereunder, without further action by the
stockholders to the extent permitted by Delaware law.



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