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Confidential                                                      EXHIBIT 10.18


                             OUTLET CENTER AGREEMENT


This outlet center agreement ("Agreement") is entered into as of December 28,
2000 ("Effective Date"), by and between At Home Corporation, a Delaware
corporation located at 450 Broadway, Redwood City, CA 94063 ("Excite" or
"Excite@Home") and FairMarket, Inc., a Delaware corporation located at 500
Unicorn Park Drive, Woburn, Massachusetts 01801 ("FairMarket" or "Services
Provider").

                                    RECITALS

A.   Excite maintains a site on the Internet at HTTP://WWW.EXCITE.COM which,
     among other things, allows users to search for and access content and other
     sites on the Internet (collectively, the "Excite Site").

B.   Excite@Home maintains a broadband Internet service currently available to
     subscribers of high-speed Internet connectivity ("Broadband Service").
     Excite Site and Broadband Service, collectively defined as "Excite
     Network".

C.   FairMarket maintains a network of private label Internet sites developed,
     hosted and maintained by FairMarket on behalf of third parties, located on
     FairMarket's operating platform in the United States and directed primarily
     at residents of the United States (the "FairMarket Network"), which sites,
     among other things, enable its merchant customers to conduct online
     auctions and/or utilize other ecommerce services provided by FairMarket.

D.   Excite wishes FairMarket to develop and maintain an Excite-FairMarket
     co-branded version of FairMarket's off price "Outlet Center" service
     offering (the "Excite Outlet Center") that provides discount shopping. The
     Excite Outlet Center will include but is not limited to the following
     categories: computers, jewelry, apparel, consumer electronics/photo and
     sports. The Excite Outlet Center will include FairMarket's merchant
     auction, falling price and fixed price formats.

1.   CONTENT AND PROMOTION

     a)   The Excite Outlet Center will be promoted through various areas of the
          Excite Network at Excite@Home's discretion, which may include links
          from the Excite.com home page ("My Excite Start Page" or "MESP"),
          shopping, directory, and other areas defined by Excite.

     b)   Excite@Home will be responsible for the definition and placement of
          the links to the Excite Outlet Center and will collaborate with
          FairMarket on their development and placement in order to drive
          traffic to the Excite Outlet Center.

     c)   Without limiting the generality of Section 1(a), (i) Excite will use
          commercially reasonable efforts to provide 700,000 clickthroughs from
          the Excite Site to the Excite Outlet Center during each of the first
          two calendar quarters following the Effective Date and (ii)
          thereafter, for the remainder of the term of this Agreement, Excite
          will use commercially reasonable efforts to promote the Excite Outlet
          Center from the home page of the Excite Shopping channel.

2.   EXCITE OUTLET CENTER

     a)   FairMarket will create an Excite Outlet Center utilizing FairMarket's
          Outlet Center service (the "Outlet Center Service") that will include
          content and functionality as described in Exhibit A and on which
          listings of FairMarket's merchant customers will be made available for
          display to, for bidding and purchase by, users of the Excite Network.

     b)   FairMarket will design and create the web pages for the Excite Outlet
          Center. FairMarket will implement the User Interface (as defined
          below) in a manner that will as far as is reasonably practicable be in
          accordance with Excite@Home design/user interface guidelines as
          described in Exhibit A or as reasonably changed by Excite@Home with
          the approval of FairMarket, such approval not to be

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          unreasonably withheld. The User Interface guidelines include but are
          not limited to page weight targets, number of server calls per page,
          header, footer, universal site vertical navigation and other
          design/user interface standards. "User Interface" means the overall
          look and feel (branding, font, navigation and color scheme) of the
          border areas of the Excite Outlet Center pages. The Excite Outlet
          Center will carry both Excite branding and FairMarket branding, with
          Excite being the primary Excite Outlet Center brand and the sole
          non-FairMarket site-related brand. The "look and feel" of the User
          Interface will be consistent with the "look and feel" of the Excite
          Site, or as otherwise determined by Excite@Home, subject to the
          foregoing. Excite@Home will have final approval over the "look and
          feel" of the User Interface of the Excite Outlet Center.

     c)   The Excite Outlet Center will be a separate and distinct site in the
          FairMarket Network that is operated by FairMarket. FairMarket shall,
          during the term, remain in compliance with the standards set forth
          inthe Service Level Agreement ("SLA") defined in Exhibit B.

     d)   FairMarket will have sole responsibility for developing, hosting and
          maintaining, at its sole expense, the Excite Outlet Center and any
          updates thereto. FairMarket will have the right to improve, enhance
          and modify the Outlet Center Service on a periodic basis, provided
          that FairMarket shall not make any such change that would
          significantly affect the operation of the Outlet Center Service
          without the approval of Excite, such approval not to be unreasonably
          withheld, provided further that if such change relates to an integral
          functionality of the Outlet Center Service (i.e., such change cannot
          be "turned off" with respect to the Excite Outlet Center alone) then
          FairMarket shall so notify Excite and Excite will have the right,
          during the 30-day period following delivery of such notice, to
          terminate this Agreement upon 5 days prior written notice to
          FairMarket. Each party will bear any costs of developing and
          maintaining any required user interface or co-branding most closely
          under its control. Each party shall make reasonable commercial efforts
          to cooperate with the other party to further any mutual essential
          purpose of this Agreement.

     e)   The Excite Outlet Center will have the URL designated and obtained by
          Excite or will be masked to a reasonable URL to be determined by
          Excite and shall conform to third party requirements that allow Excite
          to report the page views of the Excite Outlet Center and receive the
          appropriate third party (including but not limited to Media Metrix)
          page view credit.

     f)   In the event that Excite@Home desires to add features, tools and/or
          content ("Additional Functionality") to the Excite Outlet Center,
          FairMarket will have fifteen (15) business days to respond to
          Excite@Home's written request to provide the Additional Functionality;
          and thirty (30) days after such response to deliver any accepted
          Additional Functionality to Excite@Home. FairMarket is under no
          obligation to provide any requested Additional Functionality. Should
          FairMarket choose not to provide, or is not able to provide any such
          requested Additional Functionality within the timetable described
          above, Excite@Home may enter into an agreement with a third party to
          obtain such requested Additional Functionality and incorporate it into
          the Excite Network, as long as such Additional Functionality does not
          adversely impair FM's ability to develop, host and maintain the Excite
          Outlet Center. Should FairMarket choose to provide any such requested
          Additional Functionality within the timetable, FairMarket will provide
          such Additional Functionality at a mutually agreed price, but in no
          case more than FairMarket's published Standard Professional Services
          rate.

3.   EXCLUSIVITY

     The Excite Outlet Center will be mutually non-exclusive (e.g., the parties
     agree there shall be no expectation of exclusivity by either party. By way
     of example and not limitation, FairMarket may maintain its own version of
     the Outlet Center or provide versions of the Outlet Center to other third
     parties, and Excite may enlist discount shopping services and related
     program offerings by vertical and/or by type of service from other third
     party providers, e.g. discount music products from EXCITE@HOME'S music
     store provider, group buy opportunities for camera equipment within photos,
     etc.)

4.   PAYMENTS


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     a)   Excite agrees to pay FairMarket a $10,000 one-time set-up fee
          (covering all FairMarket standard site set-up ) which fee shall be
          payable thirty (30) days after the execution of this Agreement. If
          Excite@Home, at its discretion, asks FairMarket to provide additional
          Excite Outlet Center specific features, functions or enhanced
          integration that are not part of the FairMarket standard site set-up,
          FairMarket will, at its discretion provide such additional work at a
          mutually agreed price, but in no case more than FairMarket's then
          current published Standard Professional Services rate.

     b)   FairMarket will not charge Excite any hosting/application fee(s)
          regardless of the pageview traffic in the Excite Outlet Center.

     c)   Excite will be solely responsible for all banner ad serving, targeting
          and selling on the Excite Outlet CenterExcite 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.

          Payments will be made to FairMarket monthly 30 days after the end of
          each calendar month.

     d)   FairMarket will be solely responsible for selling, producing and
          serving all of the merchandising packages, including sponsorships and
          merchant listing fees if applicable (the pricing of such packages to
          be determined by FairMarket in its sole discretion), in the Excite
          Outlet Center. FairMarket will pay Excite a percentage of the
          merchandising revenue FairMarket receives from merchandising that
          FairMarket serves on the Excite Outlet Center, net of actual payment
          processing costs (not to exceed 2.5%) per the following formula:

                  67% of (Total Monthly FairMarket Outlet Center Related
                  Merchandising Revenue) multiplied by (Excite Monthly Outlet
                  Center pageviews) divided by (Total FairMarket Monthly
                  Network-wide Outlet Center pageviews).

          Payments will be made to Excite monthly 30 days after the end of each
          calendar month.

     e)   FairMarket will be responsible for transmitting to the respective
          merchant, order fulfillment information with respect to listings sold
          on the Excite Outlet Center as is in FairMarket's possession (e.g.,
          purchase or winning bid price, user name and email address, etc). With
          respect to each listing that is displayed and sold on the Excite
          Outlet Center through the Outlet Center Service, FairMarket will pay
          Excite an amount equal to sixty-seven percent (67%) of the percentage
          transaction fees received by FairMarket from its merchant customers in
          respect of such sale, net of actual payment processing costs (not to
          exceed 2.5%). Payments will be made to Excite monthly 30 days after
          the end of each calendar month.

5.   REGISTRATION/DATA OWNERSHIP/USAGE REPORTS / USER DATA

     a)   For the purpose of this Agreement, "User Data" shall mean all
          information submitted by or collected on a user of the Excite Outlet
          Center through or in connection with the use by any such user of the
          Excite Outlet Center ("User"). "Individually Identifiable User Data"
          shall mean any data which can be reasonably used to identify a
          specific individual including without limitation name, address, phone
          number, etc.

     b)   Both parties acknowledge that any individual user of the Internet
          could be a customer of Excite and/or FairMarket 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.

     c)   Each of FairMarket and Excite@Home will be deemed to be the owner of
          and will each have all rights permitted by applicable law to any User
          Data obtained through this Agreement and to use the same in its
          discretion, subject to applicable law, the following provisions of
          this Section 5 and the provisions of the Excite@Home privacy policy.
          The storage by each party of User Data will comply with the
          Excite@Home written security and privacy guidelines, as they may be
          reasonably

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          changed from time to time and, on request, delivered to FairMarket in
          writing. Excite will have access to User Data via the FairMarket
          Administrative Module. Upon expiration or termination of this
          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.

     d)   Excite hereby grants FairMarket a royalty-free, nonexclusive, limited
          license to use User Data only as follows in this Section 5d:
          1)FairMarket shall be able to utilize aggregate User Data during the
          term of this Agreement for the purposes of improving the Excite Outlet
          Center. 2) FairMarket may utilize, at its sole discretion, aggregated
          data from the Excite Outlet Center when aggregated with data from
          FairMarket's other customers; the provisions of this sentence shall
          survive the termination or expiration of this Agreement. 3) During the
          term of this Agreement, FairMarket may use User Data in connection
          with the provision by FairMarket to Users, either individually or in
          the aggregate, of opt-in marketing programs (whereby, for example,
          losing bidders may be offered products comparable to the item that
          they bid on).

     e)   Both parties agree that they will not sell or transfer (other than in
          connection with an assignment permitted under Section 15(a)) 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, nor will
          either party disclose Individually Identifiable User Data to any third
          party except as permitted by the terms of the privacy policy
          applicable to the Excite Outlet Center or with the express permission
          of the User or, in the case of a proposed disclosure by FairMarket,
          the express permission of Excite. In such cases where User permission
          for dissemination of Individually Identifiable User Data is required
          and has been obtained, the disseminating party 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.

     f)   Excite@Home may, at its discretion, require FairMarket, on a one-time
          basis, to reasonably integrate the Excite Outlet Center with
          Excite@Home's Universal Registration System ("URS") if FairMarket
          desires to introduce features or functionality to the Excite Outlet
          Center that requires separate user registration in order to use such
          feature sets. In such event, FairMarket will so integrate the Excite
          Outlet Center at its own cost according to Excite@Home's technical and
          operational specifications. Launch of any such registration based
          feature sets will not precede integration with Excite's URS.

     g)   FairMarket agrees not to use User Data to directly or indirectly
          solicit or contact any Excite@Home users who are not also Users,
          either individually or in the aggregate, during the term and for a
          period of twelve (12) months following the expiration or termination
          of this Agreement.

     h)   FairMarket will provide Excite access to usage reports via standard
          FairMarket Administration Module tools or a separate custom monthly
          report (or a combination thereof) containing the information set forth
          in Exhibit C ("Usage Reports"). The parties may, by mutual written
          agreement, alter the content of the Usage Reports.

6.   QUALITY/CUSTOMER SUPPORT

     FairMarket shall comply with the Service Level Agreement (as defined in
     Exhibit B). Specifically, and in addition to Exhibit B, FairMarket will:

     a)   Answer and/or fix significant bug reports on the Excite Outlet Center
          within the applicable time periods specified in Exhibit B;

     b)   Copy Excite@Home on all customer service related correspondence with
          Users;

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     c)   Not send direct or indirect mailings to Excite@Home users (other than
          Users) without prior consent of Excite@Home; excluding opt-in
          merchandising electronic circulars; and

     d)   Devote such operational resources as are necessary to enable
          Fairmarket to perform its obligations under this Agreement in all
          material respects.

7.   TERM

          The initial term of this Agreement will be eighteen (18) months
          commencing on the Effective Date and ending on June 30, 2002, subject
          to the last paragraph of Exhibit A. Upon expiration of the initial
          term, this Agreement will automatically renew for one twelve (12)
          month term unless canceled in writing by either party at least
          thirty (30) days prior to the end of the initial term.

8.   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 Section 8(a) above, Excite
          shall have the following termination rights:

          i.    In the event that the Excite Outlet Center is available to users
                less than ninety-nine percent (99%) of each calendar month for
                two (2) consecutive calendar months (excluding the effect of any
                action taken by Excite or of any occurrence outside FairMarket's
                reasonable control) , Excite may immediately terminate this
                Agreement by written notice to FairMarket, without a cure
                period.

          ii.   If ,after 120 days following the Effective Date, the quality of
                the Excite Outlet Center is not at least comparable on average
                to other comparable services on the Internet, based on ranking
                by a cross-section of third party reviewers (to be recommended
                by Excite and approved by 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 all commercially
                reasonable efforts to bring the Excite Outlet Center to the
                Default Standard. If Excite reasonably determines that
                FairMarket has not met the Default Standard within thirty (30)
                days following such notification, Excite shall so notify
                FairMarket in writing. If Excite reasonably determines that
                FairMarket has not met the Default Standard within sixty (60)
                days following Excite's initial notification, Excite may
                immediately terminate this Agreement by written notice to
                FairMarket and without a further cure period.


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

          iv.   During the term of this 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 this 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 this 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
                described herein . For purposes of this Section, "Excite Named
                Competitor" means the following entities:

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                America OnLine/TW, Alta Vista, Ask.com, Go Network, Goto.com,
                Go2net.com, Juno, LookSmart, Lycos, Microsoft/MSN,
                Miningco.co/About.com, NBCi, Yahoo/ Broadcast.com,/Geocities

     c)   Upon termination of this Agreement, Excite and the Excite Network
          shall immediately discontinue all use of the Excite Outlet Center and
          the Outlet Center Service and return to FairMarket, or destroy, all
          intellectual property belonging to FairMarket.

     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 10 a) and b), (Trademark Ownership); Section
          11 (Confidentiality); Section 12 (Warranty and Indemnity);Section 13
          (Limitation of Liability); Section 14 (Dispute Resolution) and Section
          15 b) (Choice of Law) shall survive any termination or expiration of
          this Agreement.

9.   SERVICE OWNERSHIP AND LICENSE

     FairMarket 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, FairMarket hereby grants to Excite a royalty-free,
     non-exclusive license to publicly display the Excite Outlet Center in
     accordance with this Agreement.

10.      TRADEMARK OWNERSHIP AND LICENSE

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

     b)   Excite will retain all right, title and interest in and to its Marks
          worldwide, subject to the limited license granted to FairMarket
          hereunder.

     c)   Each party ("Licensor") hereby grants to the other a non-exclusive,
          limited license to use Licensor's Marks 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, and furnished to the other party in writing. Each
          party agrees not to challenge any rights of the other party to the
          other party's Marks or to pursue ownership or registration of such
          Marks or any confusingly similar Marks anywhere in the world.

     d)   Upon the expiration or termination of this Agreement, each party will
          cease using the Marks 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 customers',
          suppliers' or affiliates') 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.

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     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. Notwithstanding the foregoing,
          Excite acknowledges that FairMarket intends to publicly announce the
          existence and terms of this Agreement and that FairMarket may be
          required to file this Agreement as an exhibit to a report filed by it
          under the Securities Exchange Act of 1934, as amended, in accordance
          with the rules and regulations under such Act (or, if applicable,
          pursuant to the Securities Act of 1933, as amended, and the rules and
          regulations thereunder) or the rules of the NASDAQ. Excite hereby
          consents to such public announcement provided that FairMarket notifies
          Excite at least 24 hours in advance of such announcement and provides
          Excite with a reasonable opportunity to review the text of such
          announcement regarding the existence and terms of this Agreement.

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)   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 Excite Outlet Center 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.

          iii)  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

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                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.

     c)   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 12 (WARRANTY AND INDEMNITY), 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 14 a) only, subject to Section 15 b)
          (Governing Law - California) the parties consent to venue in either
          the state courts of the county in which the defendant has its
          principal place of business or the United States District Court for
          the district in which the defendant has its principle place of
          business

     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 the purposes of this Section 14 b) only, subject to
          Section 15 b) (Governing Law - California) the parties consent to
          venue for mediation in the county in which the defendant 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. For
          the purposes of this Section 14 c) only, subject to Section 15 b)
          (Governing Law - California) the parties consent to venue for
          arbitration in the county in which the defendant 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 will be required
          in connection with a merger, reorganization or sale of all, or
          substantially all, of such

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<PAGE>

          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 this 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.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the Effective Date.

At Home Corporation                          FairMarket, Inc.

By:   /s/ Byron W. Smith                     By: /s/ Eileen Rudden
   --------------------------------------       --------------------------------


Name: Byron W. Smith                         Name: Eileen Rudden
     ------------------------------------         ------------------------------

Title: EVP, Consumer Broadband Svcs & Cmc    Title: CEO
       ----------------------------------          -----------------------------

Date: 12/28/00                               Date: 12/28/00
      -------------------------------------        -----------------------------




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                                     3/20/01
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