Form: SC 13D/A

Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities

February 25, 1999

VOTING AGREEMENT

Published on February 25, 1999


EXHIBIT F



COMPANY VOTING AGREEMENT

This Company Voting Agreement ("AGREEMENT") is made and entered into as of
January 19, 1999, between At Home Corporation, a Delaware corporation
("PARENT"), and the undersigned stockholder ("STOCKHOLDER") of Excite, Inc., a
Delaware corporation (the "COMPANY").


RECITALS

A. Concurrently with the execution of this Agreement, Parent, the
Company and Countdown Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Parent ("MERGER SUB"), are entering into an
Agreement and Plan of Reorganization, dated as of January 19, 1999 (the "MERGER
AGREEMENT") which provides for the merger (the "MERGER") of Merger Sub with and
into the Company. Pursuant to the Merger, shares of capital stock of the
Company will be converted into Class A Common Stock of Parent on the basis
described in the Merger Agreement. Capitalized terms used but not defined
herein shall have the meanings set forth in the Merger Agreement.

B. Stockholder is the record holder of such number of outstanding shares
of Company Common Stock as is indicated on the final page of this Agreement.

C. As a material inducement to enter into the Merger Agreement, Parent
desires Stockholder to agree, and Stockholder is willing to agree, to vote the
Shares (as defined below), and such other shares of capital stock of the
Company over which Stockholder has voting power, so as to facilitate
consummation of the Merger.

NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:

1. Agreement to Vote Shares.

1.1 Definitions. For purposes of this Agreement:

"SHARES" shall mean all issued and outstanding shares of Company Common
Stock owned of record or beneficially (over which beneficially-owned shares
Stockholder exercises voting power) by Stockholder as of the record date for
persons entitled (a) to receive notice of, and to vote at the meeting of the
stockholders of the Company called for the purpose of voting on the matter
referred to in Section 1.2, or (b) to take action by written consent of the
stockholders of the Company with respect to the matter referred to in Section
1.2. Stockholder agrees that any shares of capital stock of the Company that
Stockholder purchases or with respect to which Stockholder otherwise acquires
beneficial ownership (over which beneficially-owned shares
Stockholder exercises voting power) after the execution of this Agreement and
prior to the date of termination of this Agreement pursuant to Section 6 below
shall be subject to the terms and conditions of this Agreement to the same
extent as if they constituted Shares on the date hereof.

"SUBJECT SECURITIES" shall mean: (i) all securities of the Company
(including all shares of Company Common Stock and all options, warrants and
other rights to acquire shares of Company Common Stock) beneficially owned by
Stockholder as of the date of this Agreement; and (ii) all additional
securities of Company (including all additional shares of Company Common Stock
and all additional options, warrants and other rights to acquire shares of
Company Common Stock) of which Stockholder acquires ownership during the period
from the date of this Agreement through the earlier of termination of this
Agreement pursuant to Section 3 below or the record date for the meeting at
which stockholders of the Company are asked to vote upon adoption and approval
of the Merger Agreement and approval of the Merger (the "RECORD DATE").

Stockholder shall be deemed to have effected a "TRANSFER" of a security if
Stockholder directly or indirectly: (i) sells, pledges, encumbers, transfers or
disposes of, or grants an option with respect to, such security or any interest
in such security; or (ii) enters into an agreement or commitment providing for
the sale, pledge, encumbrance, transfer or disposition of, or grant of an option
with respect to, such security or any interest therein. Stockholder shall not be
deemed to have effected a "Transfer" of a security by virtue of entering into a
merger, consolidation or other business combination of any nature with another
entity or entities.

1.2 Agreement to Vote Shares. Until the termination of this
Agreement pursuant to Section 3 below, at every meeting of the stockholders of
the Company called with respect to any of the following, and at every
adjournment thereof, and on every action or approval by written consent of the
stockholders of the Company with respect to any of the following, Stockholder
shall cause the Shares to be voted (i) in favor of adoption and approval of the
Merger Agreement and approval of the Merger and (ii) against approval of (a)
any proposal made in opposition to or in competition with consummation of the
Merger, (b) any merger, consolidation, sale of assets, reorganization or
recapitalization with any party other than Parent or its affiliates or (c) any
liquidation or winding up of the Company.

1.3 No Transfer of Subject Securities. Until the earlier of
termination of this Agreement pursuant to Section 3 below or the Record Date,
except as may be required by (i) the foreclosure on any encumbrance secured by
such Subject Securities as of the date hereof or (ii) court order, Stockholder
agrees not to Transfer any of the Subject Securities, unless each transferee to
which any of such Subject Securities, or any interest in any of such Subject
Securities, is or may be Transferred shall have executed a counterpart of this
Agreement and agreed in writing to hold such Subject Securities (or interest in
any of such Subject Securities) subject to all of the terms and provisions of
this Agreement.

2. Representations and Warranties of Stockholder. Stockholder (i) is the
record owner of the shares of Company Common Stock indicated on the final page
of this Agreement,



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which at the date hereof are free and clear of any liens, claims, options,
charges or other encumbrances that would adversely affect the ability of
Stockholder to carry out the terms of this Agreement; and (ii) has full
corporate power and authority to make, enter into and carry out the terms of
this Agreement.

3. Termination. This Agreement shall terminate and shall have no further
force or effect as of the first to occur of (i) September 30, 1999, (ii) such
date and time as the Merger shall become effective in accordance with the
terms and provisions of the Merger Agreement, (iii) such date and time as the
Merger Agreement shall have been terminated pursuant to Article VII thereof,
(iv) the first meeting of the Company's stockholders at which the Merger is
considered and not approved or (v) any breach by a party other than the Company
of any of the Parent Voting Agreements.

4. Miscellaneous.

4.1 Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, then the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

4.2 Binding Effect and Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by
either of the parties without prior written consent of the other.

4.3 Amendments and Modification. This Agreement may not be modified,
amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.

4.4 Specific Performance; Injunctive Relief. The parties hereto
acknowledge that Parent will be irreparably harmed and that there will be no
adequate remedy at law for a violation of any of the covenants or agreements of
Stockholder set forth herein. Therefore, it is agreed that, in addition to any
other remedies that may be available to Parent upon any such violation, Parent
shall have the right to enforce such covenants and agreements by specific
performance, injunctive relief or by any other means available to Parent at law
or in equity.

4.5 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and sufficient if delivered in
person, by cable, telegram or telex, or sent by mail (registered or certified
mail, postage prepaid, return receipt requested) or overnight courier (prepaid)
to the respective parties as follows:




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If to Parent: At Home Corporation
425 Broadway
Redwood City, California 94063
Attn: Vice President, General Counsel

With a copy to: Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
Attn: Larry W. Sonsini, Esq.
Marty Korman, Esq.

and a copy to: Baker & Botts, L.L.P.
599 Lexington Avenue
New York, New York 10022-6030
Attn: Frederick H. McGrath

If to Stockholder: To the address for notice set forth on the
last page hereof.

With a copy to: Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
Attn: Mark Stevens

or to such other address as any party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
only be effective upon receipt.

4.6 Governing Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of
Delaware (without regard to the principles of conflict of laws thereof).

4.7 Entire Agreement. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof, and
supersedes all prior negotiations and understandings, both oral and written,
between the parties with respect to such subject matter.

4.8 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.

4.9 Effect of Headings. The section headings herein are for
convenience only and shall not affect the construction or interpretation of
this Agreement.



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IN WITNESS WHEREOF, the parties have caused this Company Voting Agreement
to be duly executed on the date and year first above written.

AT HOME CORPORATION

By:
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Name:
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Title:
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STOCKHOLDER:

By: INTUIT INC.
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Name: [SIG]
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Title: PRESIDENT & CEO
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Stockholder's Address for Notice:

c/o GENERAL COUNSEL, INTUIT
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2550 GARCIA AVENUE
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MOUNTAIN VIEW, CA 94043
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5,800,000 Outstanding Shares of Company Common
Stock







***COMPANY VOTING AGREEMENT***