Sample Business Contracts


Letter of Intent - Excite Inc. and Tickets.com Inc.



                                   [email protected]
                          TICKETS.COM LETTER OF INTENT

THIS [email protected]/Tickets.com Letter of Intent is made as of August 4, 1999
("Effective Date") between Excite, Inc., a wholly owned subsidiary of At Home
Corporation, a Delaware corporation with principal offices at 425 Broadway,
Redwood City, CA 94063 ("[email protected]"); and Tickets.com, Inc. a Delaware company
with principal offices at 4675 McArthur Court, Suite 1400, Newport Beach, CA
92660 ("Tickets.com ").

                                    RECITALS

A.       The parties are conducting negotiations relating to distribution,
         advertising sales and other services on the Excite service. The parties
         will continue to use good faith efforts to promptly negotiate and
         execute a definitive agreement relating to those matters (the
         "Definitive Agreement") on or prior to September 1, 1999.

B.       Although the parties are not yet ready to enter into the Definitive
         Agreement, the parties would like to set forth in this Letter of Intent
         to agree on certain issues that will be addressed in the Definitive
         Agreement. It is expressly understood that this Letter of Intent
         constitutes a binding obligation of the parties. Until the parties
         execute the Definitive Agreement, this Letter of Intent shall
         constitute a valid and binding agreement of the parties hereto.

1.       CO-BRANDED TICKETING APPLICATION

         a)       Tickets.com will create a co-branded ticketing application
                  ("Co-Branded Ticketing Application") for the Excite Site and
                  other sites that [email protected] has the right to program ("Excite
                  Network").

         b)       Co-Branded Ticketing Application will include content and
                  functionality that allows users to search for events by city,
                  venue, date, artist, team, and keywords as well as in
                  classifieds (Excite Classifieds) and in auctions (Tickets.com
                  Auctions), and to buy tickets to certain events ("Application
                  Content").

         c)       Previews to the Co-Branded Ticketing Application will be
                  featured in programmed search results and appropriate "Excite
                  Channels" including, but not limited to, Sports, Local, Music,
                  Movies, Entertainment and Travel. "Excite Channels" are
                  channels on Excite that display Excite navigation, Excite
                  directory and community products.

         d)       Tickets.com will design and create web pages containing the
                  Application Content ("Application Pages"). The Application
                  Pages will be in accordance with guidelines that [email protected]
                  will provide Tickets.com which include, but are not limited
                  to, page performance standards, header and other design/user
                  interface standards.

         e)       The Application Pages will carry both Excite branding and
                  Tickets.com branding, displayed in substantially equivalent
                  location, size and prominence. Excite's branding will be
                  displayed as consistent with the rest of the Excite Network.

         f)       The "look and feel" of the Application Pages will be
                  consistent with the "look and feel" of the Excite Network.
                  [email protected] will have final approval over the "look and feel"
                  of the Application Pages.

         g)       Tickets.com will host the Co-Branded Ticketing Application but
                  it will be served from an "excite.com" domain name (or such
                  other domain [email protected] may determine) so that Exci[email protected]
                  can get the reach and page view credit. [email protected] will work
                  with Tickets.com and Media Metrix to get reach credit for the
                  Co-Branded Ticketing Application on behalf of Tickets.com.

         h)       Tickets.com will continue to maintain its own web site at
                  www.tickets.com ("Tickets.com Site").



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<PAGE>   2

2.       CONTENT PROVIDED TO EXCITE FOR INTEGRATION

         a)       Tickets.com will provide content for display on the Excite
                  Network and on other sites Excite that has right to program.

         b)       Tickets.com will provide the content such as a full listing of
                  events and venues (listings should include events for which
                  both Tickets.com and other ticketing providers can provide
                  ticket buying functionality) (the "Content"). Excite will
                  create and host the Web pages ("Content Pages") incorporating
                  the Content. Content Pages are pages that display the Content
                  or any portion thereof and with respect to which at least a
                  majority of the content (excluding advertisements) on such
                  pages is composed of the Content. Content Pages specifically
                  exclude search results pages.

         c)       [email protected] will integrate the Content into [email protected]'s
                  "Searchable Product Application", a database-driven commerce
                  application which will allow users to search or browse for
                  commerce-related information. Tickets.com will point to the
                  Searchable Product Application, as applicable, in the
                  Co-Branded Ticketing Application.

         d)       Tickets.com and Excite will determine mutually agreeable
                  automated methods for the transmission and incorporation of
                  updates to the Content.

         e)       Tickets.com will have sole responsibility for providing, at
                  its expense, the Content to Excite.

3.       ONLINE AND DEVICE DISTRIBUTION AND OFF-WEB PROMOTION

         a)       [email protected] will create a persistent link to a ticket buying
                  tool on the My Excite Start Page. [email protected] will also create
                  a personalizable module for the My Excite Start Page for
                  ticket buying functionality.

         b)       [email protected] will feature the ticket buying tool above the fold
                  on the My Excite Start Page for 60 days after launch of the
                  Co-Branded Ticketing Application ("Launch Period").

         c)       After the Launch Period, [email protected] will feature the
                  ticketing buying tool above the fold on the My Excite Start
                  Page provided it is in the top 50% of the top performing links
                  as compared to other comparable links on the My Excite Start
                  Page based on the following metrics: click throughs on the
                  ticket buying tool and RPMs for the Co-Branded Ticketing
                  Application. In the event that the ticket buying tool falls
                  below the top 50% of the top performing links on the My Excite
                  Start Page in any one month, a mandatory reevaluation of the
                  programming of this tool will be initiated. In the event that
                  the ticket buying tool is below the top 50% of the top
                  performing links on the My Excite Start Page for two
                  consecutive months or two months in any one quarter, then
                  [email protected] may move that link to another location on the My
                  Excite Start Page. Above the fold placement of the ticket
                  buying tool will be reevaluated if the ticket buying tool link
                  outperforms a comparable link above the fold for 30
                  consecutive days or the Co-Branded Ticketing Application goes
                  through a substantial relaunch. In those events, the ticket
                  buying tool will be placed above the fold for a one month
                  trial and the metrics stated above will apply.

         d)       [email protected] will promote ticket buying functionality in
                  channels and applications that include, but are not limited
                  to, Sports, Local, Music, Movies, Entertainment and Travel.
                  [email protected] will build an "Application Preview" for an events
                  application with integrated ticketing functionality in the
                  Entertainment Channel. "Application Preview" is defined as
                  featured text dedicated to previewing content and
                  functionality.

         e)       [email protected] will integrate content feeds of events listings
                  and other venue information throughout the Excite Network
                  including programmed search results, directory and
                  applications.


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<PAGE>   3

         f)       [email protected] will distribute ticket buying functionality and
                  content throughout the @Home broadband service, subject only
                  to contractual obligations and MSO restrictions. [email protected]
                  will also allow for broadband content distribution such as
                  video and audio clips promoting tickets sales. In the event
                  that [email protected] gains full programming control of the @Home
                  broadband service, [email protected] will provide Tickets.com
                  similar promotion and distribution as on the Excite Network.

         g)       [email protected] will commit to the following minimum number of
                  Impressions. Impression means each placement of content,
                  links, or promotion including, but not limited to front page
                  placement, programmed search results, keyword banners,
                  channels, applications and other forms of distribution.

                 TABLE I

                                               YEAR 1      YEAR 2      YEAR 3
                                               ------      ------      ------
                 Minimum Impression Guarantee  [***]       [***]       [***]

         h)       If, on the last day of the twenty ninth month of the term of
                  the Letter of Intent, [email protected] has not provided at least
                  [***] Impressions, the term will be extended for the lesser of
                  (i) six months; or (ii) the number of days necessary for
                  Excite to deliver the number of impressions listed in TABLE I.

         i)       Subject to existing contractual obligations, Tickets.com will
                  receive all banner inventory for the key word "tickets" on
                  search results pages that will point to the Co-Branded
                  Ticketing Application for the term of the Letter of Intent.

         j)       As [email protected] distributes content in wireless devices and
                  web-enabled appliances. [email protected] will commit, where
                  feasible and appropriate, to distribute Tickets.com content
                  such as venue and event listings and also promote
                  1-800-tickets in order to drive additional ticket buying.

         k)       Tickets.com will provide [email protected] branding and promotion in
                  venues and in other off-web media, to be decided on a
                  case-by-case basis. [email protected] will receive Most Favored
                  Nations status on commitments and pricing for online and
                  off-web promotions and marketing.

4.       ADDITIONAL PROMOTION AND DISTRIBUTION

         In addition to the promotion and distribution provided above,
         [email protected] will provide to Tickets.com promotion and distribution
         valued as shown below according to pricing which is no less favorable
         than the average price for the product offered to [email protected]'s top 20
         advertisers.

                                               YEAR 1      YEAR 2      YEAR 3
                                               ------      ------      ------
         Additional Promotion and
           Distribution Value                  [***]       [***]       [***]

         [email protected] will provide the additional promotion and distribution in
         the form of (i) available targeted banner advertising inventory in
         Entertainment, Sports, Travel and Local and/or additional links and
         placements for the Co-Branded Ticketing Application; (ii) available key
         word banner advertising related to event ticketing for the Co-Branded
         Ticketing Application, exact key words to be identified in the
         Definitive Agreement; (iii) additional MatchLogic services; (iv)
         co-branding Excite's clubs product (gated communities); (v)
         participation in future products as appropriate and available. The
         parties will meet prior to the beginning of each year to determine the
         combination of additional promotion and distribution.


[***]    Confidential treatment has been requested for redacted portion. The
         confidential redacted portion has been omitted and filed separately
         with the Securities and Exchange Commission.

                                       3

<PAGE>   4

5.       COMMUNTIES/DATA OWNERSHIP/USAGE REPORTS

         a)       The Co-Branded Ticketing Application will point to [email protected]
                  community products which include message boards, chat, clubs,
                  home pages, instant messaging, calendar, address book, email,
                  photos and any other community products developed by
                  [email protected] during the term of this Letter of Intent
                  ("Community Products"). The Co-Branded Ticketing Application
                  will not feature or display links to [email protected] community
                  products without the written permission of [email protected]
                  Tickets.com and Excite will work together, to the extent
                  feasible, to integrate Community Products into the Co-Branded
                  Ticketing Application.

         b)       [email protected] and Tickets.com will work together to fully
                  integrate the Co-Branded Ticketing Application with
                  [email protected]'s Universal Registration System. Tickets.com will
                  integrate according to [email protected]'s technical and operational
                  specifications. Each party will incur their own costs related
                  to the integration. Tickets.com agree to abide by Excite's
                  privacy policies as amended from time to time.

         c)       [email protected] and Tickets.com will explore opportunities to
                  synchronize the registration processes of both sites so that
                  users can have a seamless experience regardless of where they
                  registered.

         d)       Tickets.com may collect user information on the Co-Branded
                  Ticketing Application. ("User Data"). The storage of User Data
                  will comply with [email protected]'s security and privacy
                  guidelines.

         e)       The User Data collected through the Co-Branded Ticketing
                  Application shall be jointly owned by [email protected] and
                  Tickets.com.

         f)       Tickets.com agrees not to use User Data to directly or
                  indirectly solicit or contact any [email protected] users either
                  individually or in the aggregate, during or for a period of
                  ten (10) months following the expiration or termination of the
                  Letter of Intent. To the extent that Tickets.com must share
                  User Data with individual venues, [email protected] will honor the
                  contractual agreements and privacy policies between the venues
                  and Tickets.com.

         g)       Tickets.com and [email protected] agree to not sell, disclose,
                  transfer or rent user data to any 3rd party without the
                  express permission of the user.

         h)       Tickets.com and [email protected] will provide usage reports to each
                  other on a monthly basis by email.

6.       PREMIER STATUS

         a)       During the term of this Letter of Intent, Tickets.com will be
                  the premier provider of ticketing functionality on the Excite
                  Network ("Premier Status"). Premier ticketing functionality is
                  defined as the most highly promoted provider of integrated
                  ticketing functionality.

         b)       In the event that [email protected] decides that it needs to add
                  features, tools and/or content (excluding tickets inventory)
                  ("Additional Functionality") to the Excite Network that
                  Tickets.com does not have, Tickets.com will have ten (10) days
                  to respond to [email protected]'s written notice of its desire to
                  provide the Additional Functionality and on or before the
                  later of (i) thirty (30) days; or (ii) the date on which
                  Additional Functionality can reasonably be available to Excite
                  from a third party, as determined by a proposal by a third
                  party. If Tickets.com is not able to provide Additional
                  Functionality, [email protected] may enter into an agreement with
                  another third party provider to attain the Additional
                  Functionality and incorporate it into the Excite Network. In
                  the event that [email protected] uses a third party provider for
                  Additional Functionality, Tickets.com Premier Status as
                  described in 6 (a) above will not be impacted.

         c)       [email protected] will receive Most Favored Nations status for
                  content, functionality, and revenue sharing on transactions
                  and ticket sales, in comparison to any other material deals
                  with specifically-identified competing portals (list to be
                  provided). Tickets.com will allocate the engineering resources
                  necessary to make [email protected] the highest priority of any of
                  Tickets.com's distribution partners.



                                       4


<PAGE>   5

7.       CONTENT AND FUNCTIONALITY PROVIDED TO TICKETS.COM SITE

         a)       Tickets.com may link to [email protected] content such as local
                  content for any available local markets in the US, maps,
                  driving directions, movies application and local events
                  application ("[email protected] Content").

         b)       Tickets.com may link to [email protected] tools such as calendar,
                  clubs, message boards, chat, instant messaging, jango and
                  classifieds ("[email protected] Tools").

         c)       Excite will co-brand the [email protected] Content and Tools, if
                  technically possible and contractually permitted, in
                  accordance to the branding of the Tickets.com Site provided
                  Tickets.com reimburses Excite for the co-branding development.

8.       QUALITY/CUSTOMER SUPPORT

         a)       Tickets.com will answer and/or fix significant bug reports on
                  the Co-Branded Ticketing Application within three business
                  days of notification.

         b)       Tickets.com Site and Co-Branded Ticketing Application will be
                  accessible from the web twenty four hours a day, seven days a
                  week.

         c)       Tickets.com will copy [email protected] on all correspondence with
                  Co-Branded Ticketing Application users. [email protected] will copy
                  Tickets.com on all correspondence related to the Co-Branded
                  Ticketing Application from its users.

         d)       Tickets.com will not send direct mailings to [email protected] users
                  without prior consent of [email protected] [email protected] will not
                  send direct mailings to users of the Tickets.com Site,
                  provided that those users are not also [email protected] users,
                  without prior consent of Tickets.com.

9.       TERM

         Three year term. The parties agree to meet and negotiate in good faith
         the terms and conditions of renewal no later than 90 days prior to the
         expiration of the Definitive Agreement.

10.      ADVERTISING REVENUES FOR TICKETS.COM

CO-BRANDED TICKET APPLICATION

         a)       [email protected] will be responsible for selling advertising on the
                  Co-Branded Ticketing Application. [email protected] will also be
                  responsible for ad serving on the Co-Branded Ticketing
                  Application.

         b)       [email protected] will pay Tickets.com on a quarterly basis the
                  greater of (i) advertising guarantee payments outlined in
                  TABLE II (ratably per quarter) or (ii) [***] percent ([***]%)
                  of the "Net Advertising Revenue" that accrues to [email protected]
                  during the term of this Letter of Intent from banner
                  advertising on the Co-Branded Ticketing Application and
                  Content Pages. "Net Advertising Revenue" means the gross
                  revenue from banner advertising on the Co-Branded Ticketing
                  Application and Content Pages that accrues to [email protected]
                  during the applicable payment period minus sales commissions
                  of [***] percent ([***]%) and ad serving expenses of [***]
                  percent ([***]%).

                 TABLE II

                                               YEAR 1      YEAR 2      YEAR 3
                                               ------      ------      ------
                 Content Revenue Guarantee     [***]       [***]       [***]


[***]    Confidential treatment has been requested for redacted portion. The
         confidential redacted portion has been omitted and filed separately
         with the Securities and Exchange Commission.


                                       5

<PAGE>   6


TICKETS.COM SITE

         c)       [email protected] will be responsible for selling advertising on the
                  Tickets.com Site. [email protected] will also be responsible for ad
                  serving on the Tickets.com Site.

         d)       Subject to traffic guarantees described below, [email protected]
                  will guarantee minimum advertising revenues to Tickets.com as
                  shown in TABLE III. Tickets.com will pay to [email protected] a
                  percentage of the revenues as follows: sales commissions of
                  [***] percent ([***]%) of gross sales and ad serving expenses
                  of [***] percent ([***]%). Revenues, less commission and ad
                  serving costs earned in excess of the minimum guarantees will
                  accrue to Tickets.com. It is the intent of the parties that
                  Tickets.com be able to recognize gross sales revenue. The
                  parties agree to provide for a sales coordination, reporting
                  and documentation process in the Definitive Agreement that
                  will accomplish the recognition intent. Incremental costs to
                  [email protected] incurred as a result of processes designed to
                  shift revenue recognition will be reimbursed by Tickets.com in
                  a manner or amount that will be provided in the Definitive
                  Agreement.

                 TABLE III

                                                     YEAR 1*   YEAR 2   YEAR 3**
                                                     -------   ------   --------
                 Excite Minimum Revenue Guarantee
                 (150% of management projections)    [***]     [***]     [***]

                 Management Revenue Projections      [***]     [***]     [***]

                 Implied Guaranteed RPM***           [***]     [***]     [***]

                 Projected Annual Page Views         [***]     [***]     [***]

                 Unique Visitors (Monthly Average)   [***]     [***]     [***]

                 ---------------
                 All assumptions based on management projections.
                 *   Year 1 is defined as year ended 9/30/2000
                 **  Year 3 is defined as Q4 2001 management projections
                     annualized.
                 *** RPM means Revenue Per Thousand Pages which includes
                     revenues from advertising and sponsorship opportunities.

[Revenue, traffic and unique visitor guarantees will be provided on a quarterly
basis in the Definitive Agreement]

         e)       In the event that page views are different from that projected
                  in TABLE III, the following metrics will be applied to the
                  revenue guarantees:

                  i)       If actual page views exceed 100% of the projected
                           page views, [email protected] will guarantee Tickets.com
                           the minimum revenue guarantees shown in TABLE III.

                  ii)      If actual page views are between 80% and 100% of the
                           projected page views, [email protected] will pro-rate the
                           minimum revenue guarantees using the RPMs shown in
                           TABLE III on the actual page views.

                  iii)     If actual page views are between 60% and 80% of the
                           projected page views, [email protected] will calculate the
                           minimum revenue guarantees using an $[***] RPM and
                           the actual page views.

                  iv)      If actual page views are less than 60% of projected
                           page views, [email protected] will not provide minimum
                           revenue guarantees but will make good faith efforts
                           to sell the Tickets.com Site effectively.

                  v)       If unique visitors are below 85% of projected unique
                           visitors in any one quarter, the minimum revenue
                           guarantees will be subject to adjustments to be
                           mutually agreed upon.


[***]    Confidential treatment has been requested for redacted portion. The
         confidential redacted portion has been omitted and filed separately
         with the Securities and Exchange Commission.


                                       6

<PAGE>   7

         f)       In order to achieve the RPMs guaranteed above, Tickets.com
                  will ensure that Tickets.com Site will have flexibility in
                  programming for advertising and will have at least the same
                  number of advertising opportunities as on the channel and
                  application pages on the Excite Network (currently one banner
                  ad and three sponsorship boxes).

         g)       In the event that Tickets.com decides to build its own sales
                  force, Tickets.com may sell Tickets.com Site advertising
                  inventory. [email protected] will manage sales coordination issues
                  and commensurately reduce its revenue guarantees on a pro-rata
                  basis. If Tickets.com elects to sell more than 40% of the
                  advertising inventory on Tickets.com Site, [email protected] will
                  cooperate in the selling efforts but will not be subject to
                  minimum revenue guarantees shown in TABLE III.

         h)       On 30 days notice to [email protected], Tickets.com may take over
                  the selling of the Tickets.com Site provided that Tickets.com
                  will fulfill [email protected]ome existing contractual obligations on
                  the Tickets.com Site. Tickets.com will recognize the revenues
                  and [email protected] will recognize the expenses from the existing
                  contractual obligations. In that event, [email protected] will no
                  longer sell additional advertising inventory on the
                  Tickets.com Site and there will be no further revenue
                  guarantees or ad serving from [email protected]

         i)       Tickets.com will receive Most Favored Nations status for sales
                  commissions and ad serving costs, in comparison to any other
                  material deal that has a combination of revenue guarantees for
                  content and applications and revenue guarantees for the
                  selling of a third party site based on guaranteed RPMs. In the
                  event that Tickets.com chooses to sell the Tickets.com Site,
                  then Tickets.com will receive Most Favored Nations status for
                  sales commissions and ad serving costs, in comparison to any
                  other material deal that has annual revenue guarantees for
                  content and applications of $750,000 and above.

11.      REVENUES FOR [email protected]

         a)       Tickets.com will pay [email protected] on a quarterly basis [***]
                  percent ([***]%) of the "Net Revenues" that accrues to
                  Tickets.com from [email protected] users during the term of this
                  Letter of Intent from ecommerce opportunities, including but
                  not limited to, merchandise, travel, events packages and
                  auctions. "Net Revenues" means ecommerce related transaction
                  revenue (excluding ticket sales), less costs directly
                  allocated to the goods sold, that accrues to Tickets.com from
                  the Co-Branded Ticketing Application during the term of the
                  applicable payment period. Tickets.com sourced and initiated
                  ecommerce transactions will be distributed throughout the
                  Excite Network in relevant channels and applications, subject
                  to contractual obligations. For instance, merchandise will be
                  promoted in the Searchable Product Application which will
                  reside in the Shopping Channel and sports events packages will
                  be promoted in the Sports Channel.

         b)       Tickets.com will pay [email protected] on a quarterly basis a
                  commission of $[***] per ticket. The commission to [email protected]
                  is intended to represent [***] percent ([***]%) of the gross
                  margin on tickets sold over the Internet. In the event that
                  the gross margin on tickets sold over the Internet improves,
                  Excite will, on an annual basis adjust the dollar commission
                  based on the increased gross margin, so that Excite's
                  commission is equal to [***]% of Ticket.com's gross margin.

         c)       In addition to the payments above Tickets.com will pay to
                  [email protected] or Matchlogic, as provided in the Definitive
                  Agreement [***] dollars ($[***]) as shown in TABLE IV, such
                  payment will be made in equal quarterly installments due and
                  payable on the last day of each quarter, with the first
                  payment due on October 29, 1999; provided, however, the full
                  payment of $[***] will be accelerated and become due and
                  payable in full immediately upon the closing of an investment
                  or other financing in the amount of $[***] by [email protected] in
                  Tickets.com. , for a variety of MatchLogic services which may
                  include email delivery to users and email response tracking
                  and reporting to sponsors, advertisers, registered user
                  database management and maintenance, lead generation, custom
                  sweepstakes, modeling and user profiling. MatchLogic services
                  will be further detailed in the Definitive Agreement.


[***]    Confidential treatment has been requested for redacted portion. The
         confidential redacted portion has been omitted and filed separately
         with the Securities and Exchange Commission.


                                       7

<PAGE>   8

         d)       In addition to the payments above Tickets.com will pay
                  [email protected] [***] dollars ($[***]) as shown in TABLE IV for
                  distribution on the Excite Network as described in Section 3.
                  Payment will be made in equal quarterly installments due and
                  payable on the last day of each quarter, with the first
                  payment due on October 29, 1999; provided, however, the full
                  payment of $[***] will be accelerated and become due and
                  payable in full immediately upon the closing of an investment
                  or other financing in the amount of $[***] by [email protected] in
                  Tickets.com..

                 TABLE IV

                                        YEAR 1         YEAR 2          YEAR 3
                                        ------         ------          ------

                 MatchLogic Services    [***]          [***]           [***]
                 Distribution*          [***]          [***]           [***]
                                        -----          -----           -----
                 TOTAL                  [***]          [***]           [***]
                                        =====          =====           =====

                 -----------
                 *  Based on the Minimum Impression Guarantee show in TABLE 1
                    which includes Front Page, Programmed Search Results,
                    Keyword Banners, Channels, Applications and Other Forms of
                    Distribution.

12.      TERMINATION


         a)       Either party may terminate if the other party materially
                  breaches the Letter of Intent and the breach remains uncured
                  for a period of ninety (90) days.

         b)       Upon a Change of Control Transaction with respect to
                  Tickets.com, where the acquiring party in such transaction is
                  a "Competitor" as defined below, then Tickets.com agrees as
                  follows: (i) the Tickets.com branding on the Co-Branded
                  Ticketing Application will remain unchanged and no additional
                  or different branding, other than [email protected] branding, will
                  be displayed; (ii) content and functionality of the
                  Tickets.com and Co-Branded Ticket Application will remain at
                  least at the level that it exists at the time of the Change of
                  Control Transaction; and (iii) Tickets.com will make available
                  to [email protected] all content and functionality available on the
                  Tickets.Com Site (or subsequent site). Failure to meet the
                  criteria stated above at any time after a Change of Control
                  Transaction is a material breach of this Letter of Intent.

         c)       For the purposes hereof, (i) a "Competitor" shall mean an
                  entity which (a) acts as a provider of a broad offering of
                  internet delivery, content, search, directory and user
                  services to a broad consumer market and (b) is competitive
                  with [email protected]'s principal business; (ii) "Change of Control
                  Transaction" shall mean with respect to a particular
                  corporation (a) any merger, share exchange or other
                  acquisition (or series of related transactions of such nature)
                  as a result of which the holders of voting securities of the
                  corporation immediately prior thereto do not continue to own
                  beneficially voting securities representing 50% or more of the
                  total voting securities of the corporation (or any successor
                  entity or parent corporation) immediately thereafter or (b) a
                  sale or transfer of all or substantially all of a
                  corporation's assets.

         d)       Upon termination of this Letter of Intent by Tickets.com based
                  on material breach by [email protected], or by [email protected] upon a
                  Change of Control Transaction under Section 12(b) above,
                  [email protected] shall pay to Tickets.com within thirty (30) days
                  of the day on which display of Content ceases an amount equal
                  to the prorated portion of the Distribution Fee based on the
                  number of months remaining in the Term, plus the portion of
                  the MatchLogic fees for which services have not been
                  delivered.

         e)       [email protected] may terminate selling advertising, revenue
                  guarantees and ad serving on Tickets.com Site if Tickets.com
                  page view fall below 60% of management projections in any one
                  quarter as shown in TABLE III.


[***]    Confidential treatment has been requested for redacted portion. The
         confidential redacted portion has been omitted and filed separately
         with the Securities and Exchange Commission.


                                       8

<PAGE>   9

         f)       Tickets.com may terminate this Letter of Intent if the Excite
                  Network is not one of the top portals in terms of tools and
                  functionality, based on commercially reasonable standards.

         g)       [email protected]Home may terminate this Letter of Intent if Tickets.com
                  is not one of the top providers in terms of online ticketing
                  functionality and tools (excluding ticket inventory), based on
                  commercially reasonable standards.

13.      GOVERNANCE

         [email protected] will have equal board representation on the Tickets.com
         Board of Directors as any other Internet portal or Excite competitor
         (list to be provided). This right of representation is unrelated to and
         independent of any ownership interest [email protected] may have in
         Tickets.com.

14.      WARRANTY AND INDEMNITY

         a)       Tickets.com will defend, indemnify and hold harmless
                  [email protected] from claims arising from the content or
                  transactions, or claims that its Content or transactions
                  related thereto infringe or violate any federal, state or
                  local law, third party copyright, patent, trade secret,
                  trademark, right of publicity or right of privacy or contains
                  any defamatory content.

         b)       [email protected] will defend, indemnify and hold harmless
                  Tickets.com from claims arising from content on the Excite
                  Network other than the content or transactions provided by, or
                  on behalf of Tickets.com including claims that the content
                  infringes or violates any federal, state or local law, third
                  party copyright, patent, trade secret, trademark, right of
                  publicity or right of privacy or contains any defamatory
                  content.

15.      LIMITATION OF LIABILITY

         Except for liability for indemnity, neither party will have liability
         for any damages other than direct damages. Each party's liability will
         be limited to the amounts actually paid by Tickets.com.

16.      GENERAL

         a)       With each payment, each party will provide the other
                  documentation reasonably detailing the calculation of the
                  payment. Each party will maintain accurate records with
                  respect to the calculation of all payments due under this
                  Letter of Intent. No more than once per year, either party may
                  cause an independent Certified Public Accountant to inspect
                  the records of the other reasonably related to the calculation
                  of such payments. The fees charged by such Certified Public
                  Accountant in connection with the inspection will be paid by
                  the party initiating the audit, unless the Certified Public
                  Accountant discovers an underpayment of greater than 10%, in
                  which case the other party will pay such fees.

         b)       This Letter of Intent 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 Letter
                  of Intent may only be modified, or any rights under it waived,
                  by a written document executed by both parties.



                                       9

<PAGE>   10

         c)       In the event of disputes between the parties arising from or
                  concerning in any manner the subject matter of this Letter of
                  Intent the parties will first attempt to resolve the
                  dispute(s) through good faith negotiation or mediation. In the
                  event that the dispute(s) cannot be resolved through good
                  faith negotiation or mediation, the parties will refer the
                  dispute(s) to a mutually acceptable arbitrator for hearing in
                  the county in which Excite has its principal place of business
                  under the then current rules of the American Arbitration
                  Association.


         TICKETS.COM, INC.                      EXCITE, INC.

         By:                                    By:
               ---------------------------            -------------------------

         Name:                                  Name:
               ---------------------------            -------------------------

         Title:                                 Title:
               ---------------------------            -------------------------

         Date:                                  Date:
               ---------------------------            -------------------------


                                       10


AMENDMENT TO [email protected] TICKETS.COM LETTER OF INTENT This Amendment to [email protected]/Tickets.com Letter of Intent (this "Amendment") is made and entered into as of this 20th day of September 1999 by and between Tickets.com, Inc., a Delaware corporation ("Tickets.com"), and Excite, Inc., a Delaware corporation ("[email protected]"). R E C I T A L S WHEREAS, the undersigned are parties to that certain Letter of Intent dated as of August 4, 1999 (the "Letter of Intent"); WHEREAS, the parties hereto wish to amend the Letter of Intent to add a provision regarding the term of the Letter of Intent. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned hereby agree as follows: 1. Definitive Agreement. The parties hereby agree that Recital A of the Letter of Intent shall be amended as follows: September 1, 1999 is deleted and replaced by October 29,1999. 2. Term of Letter of Intent. The parties hereby agree that Section 9 of the Letter of Intent shall be amended in its entirety to read in full as follows: "9. TERM Each of the parties hereto acknowledges and agrees that this Letter of Intent shall constitute a valid and binding agreement between [email protected] and Tickets.com until such parties execute a Definitive Agreement with respect to the subject matter hereof, regardless of whether such Definitive Agreement is executed prior to or after October 29, 1999. The term of the Definitive Agreement, or, if such Definitive Agreement has not yet been executed, this Letter of Intent, shall be for three years. The parties agree to meet and negotiate in good faith the terms and conditions of a renewal to the Definitive Agreement or this Letter of Intent, as the case may be, no later than 90 days prior to the expiration of the Definitive Agreement or Letter of Intent." 3. Successors and Assigns. This Amendment shall remain in full force and effect and shall be binding upon the undersigned, and the respective successors, permitted assigns, heirs and legal representatives of the undersigned. Except as modified herein, the Letter of Intent shall remain in full force and effect without change. <PAGE> 2 4. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF ANY JURISDICTION. [remainder of page intentionally left blank] -2- <PAGE> 3 IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of the date first hereinabove written. TICKETS.COM, INC. By: /S/ John M. Markovich -------------------------------------------- Name: John M. Markovich Title: Chief Financial Officer EXCITE, INC. By: /S/ David Pine -------------------------------------------- Name: David Pine Title: Vice President and General Counsel

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