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September 28, 1999

                                                                   Exhibit 10.24

To: Liz Berecz
Vice President, Finance
Excite, Inc.


Dear Liz,

As you know, Peter Negulescu, Jennifer Mack and I have been working for some
time to amend our existing agreement.  Jennifer asked me to send this letter to
you for your review and signature.

This letter sets forth the terms upon which we have agreed to amend the Restated
and Amended Excite/Preview Travel Travel Channel Agreement dated as of March 12,
1998 (the "Amended Agreement"). Our agreements shall be incorporated in a new
Agreement that shall be consistent with the terms herein.

The agreements set forth in this letter shall be effective upon signing.  This
signed letter agreement shall permit us to dedicate the resources required to
implement the new changes to the service as set forth herein.


Preview Travel, Inc.("Preview") and Excite, Inc. ("Excite") agree as follows:


A.  URL and Traffic Reports
    -----------------------

1.  The URL of the co-branded sites shall be changed to
    previewtravel.excite.com.

2.  Excite shall receive reach and page view credit for all pages on this
    domain. Excite shall work with Media Metrix (or like party) to create a
    special report for Preview to recognize those pages.

3.  Preview shall supply monthly traffic reports to Excite for co-branded page
    views (at an aggregate level) and include an Excite "ping" within each co-
    branded page for tracking purposes. Preview shall supply Excite a URL for
    online access to reports for Excite. The reports shall include transactions
    by day.

B.  Integration into Excite technology and services
    -----------------------------------------------

1.  Preview Travel and Excite shall work together to integrate/implement
    Excite's Universal Registration System according to Excite's specifications
    to reduce barriers to registration and use. [Confidential treatment
    requested].

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2.   Preview and Excite shall work together to integrate Preview's reservations
     services across the Excite site so as to better take advantage of
     channelized search, Excite's destination guides, personal pages, chat,
     clubs, home pages, instant messaging and other Excite features and to
     provide a more seamless Excite user experience. [Confidential treatment
     requested].

C.  Co-Branding
    -----------

1.  The Co-branded site (excluding the booking engine) shall incorporate the
    Excite "look and feel" and include Excite navigation, consistent with
    Excite's current co-branded guidelines. Preview Travel shall work with
    Excite to co-brand the booking engine to incorporate Excite's co-branded
    guidelines where reasonable and practicable. Preview Travel's branding and
    navigation shall be similar in size and prominence relative to Excite
    branding and navigation. Both parties shall work together to come up with a
    plan to increase the number of Excite hosted booking engine modules (e.g.
    "Book a Flight" main page, query form for airport and dates) consistent with
    Excite's co-branding guidelines which shall be attached to the new Amended
    Agreement.


D. Best of Breed
   -------------

1.  Preview shall ensure that all Co-Branded Pages taken as a whole shall be at
    least comparable to other similar sources of similar topical content and/or
    functionality available on the Internet in terms of the following factors,
    taken as a whole: (i) breadth and depth of content, (ii) tools and
    functionality (iii) personalization and (iv) quality of user interface and
    ease of use.

2.  Preview shall ensure that the Co-Branded Booking Engine taken as a whole
    shall be at least comparable to any other booking engine available on the
    Internet in terms of the following factors, taken as a whole: (i) breadth
    and depth of listings, (ii) functionality (iii) accuracy of information (iv)
    speed of service and (v) quality of user interface and ease of use.

3.  Should Preview Travel and Excite disagree regarding the requirements of
    sections D.1 and D.2 above, the parties agree that a neutral third party,
    acceptable to both parties, may be called upon evaluate the dispute. The
    third party shall be tasked to deliver a written recommendation within 15
    days. In the event that the neutral third party determines that Preview has
    failed to meet these quality criteria, Preview shall have 10 business days
    to deliver a plan to Excite on how they shall cure the problem. Preview
    shall implement the solution within 60 days thereafter or a mutually agreed
    upon schedule. In the event that Preview fails to cure the quality issue
    within the agreed upon timeframe and it is not working in good faith to
    execute the stated plan, Excite may terminate Preview's exclusivity with
    respect to that portion of the content only upon written notice and enter
    into other non-exclusive arrangements for the acquisition of similar content
    and/or functionality.

E.   Impressions
     -----------

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1.  Impression guarantee remains as per Amended Agreement. [Confidential
    treatment requested]. Only branded links above the fold shall count toward
    the guarantee.

2.  The Excite Network includes Excite.com, Webcrawler.com, Prodigy.excite.com
    and other co-branded sites resulting from distribution partners signed by
    Excite, or mergers or acquisitions (assuming there are no pre-existing
    exclusions and then only until such exclusions expire). The Excite Network
    does not include broadband or subscription services.

F.  Product Offering on Excite
    --------------------------

1.  The following Preview Travel areas shall be co-branded and integrated on an
    exclusive basis into the Excite Network: Air, Car, Hotel Reservations,
    Farefinder, Newswire, RealDeals and Carfinder. Preview shall retain the
    ability to link to other co-branded areas of its site, including without
    limitation, Preview's Currency Converter and Vacations and Cruises. Preview
    shall not specifically promote, from the Co-branded areas, functionality
    that is substantially similar to that offered on Excite (e.g. weather,
    destination guide) unless the parties agree that such linking shall be
    permitted.

2.  Excite shall feature Preview's Vacations and Cruises as per co-branded Mock-
    ups which shall be attached to the new Amended Agreement. Preview Travel
    shall not be the exclusive provider of content in this category, but shall
    be featured in the Excite Travel Channel.

G.  Advertising Selling and Promotions
    ----------------------------------

1.  Excite shall promote Preview Travel Destination Guide content on Excite in
    the Excite web directories, dependent on the approval of Excite's editorial
    team. Preview may use banners and sponsorship placements included in the
    impression guarantee to promote the Preview Travel Destination Guides in at
    least the first or second sponsorship box or the left or right marquee
    position throughout the Travel Channel as well as via its advertising
    banners. These placements shall count against the impression guarantees. The
    services linked to through these banners and sponsorship placements shall
    not be Co-branded.

2.  At least fifty percent (50%) of the Preview Travel advertising banners will
    link to Co-Branded Areas.

3.  Up to fifty percent (50%) of Preview Travel's advertising banners may go
    directly to previewtravel.com services, however Preview may not provide
    direct links to Preview's non-co-branded reservations page.

4.  Effective as of the date of letter, Preview shall sell, serve and retain
    100% of the advertising revenue from all Co-branded Preview pages.

5.  Excite shall provide reporting to Preview as per the Amended Agreement.

H.  Term and Payments
    -----------------

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1.  [Confidential treatment requested].

2.  The term of the Agreement remains five years as per the Amended Agreement
    and shall run through September 30, 2002.  Payment for Years 3, 4, and 5
    shall be reduced from $6 million per year to $4 million per year.

3.  The impressions guarantee will remain as per the Amended Agreement
    [Confidential treatment requested].

I.  Exclusivities
    -------------

1.  Exclusivities shall remain unchanged as set forth in the Amended Agreement
    except as set forth herein. [Confidential treatment requested]. At its sole
    discretion, Preview may change the competitor list on a quarterly basis
    assuming Excite holds no pre-existing obligations to such competitor.

2.  Preview has the right to terminate the contract after the fourth year for
    any reason based on notice requirement to be included in formal amendment.
    [Confidential treatment requested].

J. Usage Data
   ----------

1.  [Confidential treatment requested].

2.  Preview and Excite shall set up an expeditious process for Excite to approve
    co-branded newsletters to Excite users. The approval process does not apply
    to emails sent by Preview regarding Excite user booking information.

Effective as of: September 28, 1999


Preview Travel, Inc.        Excite, Inc.


By: Amy Guggenheim                   By: Elizabeth M. Berecz

Name: Amy Guggenheim                 Name: Elizabeth M. Berecz

Title: VP, Business Development      Title: VP, Finance

Date: 9/30/99                        Date: 9/30/99

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