COLLATERAL ASSGNMT., PATENT MTG. & SEC. AGREEMENT

COLLATERAL ASSIGNMENT, PATENT MORTGAGE AND SECURITY AGREEMENT







THIS COLLATERAL ASSIGNMENT, PATENT MORTGAGE AND SECURITY AGREEMENT ("Assignment") is made as of March 27, 1997, by and between EXCITE, INC., a California corporation ("Assignor"), and IMPERIAL BANK ("Assignee").





A. Assignee has agreed to lend to Assignor certain funds (the "Loan"), and Assignor desires to borrow such funds from Assignee pursuant to the terms of a Security and Loan Agreement dated of even date herewith (the "Loan Agreement").



B. In order to induce Assignee to make the Loan, Assignor has agreed to assign certain intangible property to Assignee for purposes of securing the obligations of Assignor to Assignee.



NOW, THEREFORE, the parties hereto agree as follows:



1. ASSIGNMENT, PATENT MORTGAGE AND GRANT OF SECURITY INTEREST. As collateral security for the prompt and complete payment and performance of all of Assignor's present or future indebtedness, obligations and liabilit ies to Assignee under the Loan Agreement and the documents executed in connection therewith, Assignor hereby assigns, transfers, conveys and grants a security interest and mortgage to Assignee, as security, in and to Assignor's entire right, title and int erest in, to and under the following (all of which shall collectively be called the "Collateral"):



(a) Any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trad e secret, now or hereafter existing, created, acquired or held, including, without limitation, those set forth on EXHIBIT A attached hereto and incorporated herein by this reference (collectively, the "Copyrights").



(b) Any and all trade secrets, and any and all intellectual property rights in computer software and computer software products nor or hereafter existing, created, acquired or held;



(c) Any and all design rights which may be available to Assignor now or hereafter existing, created, acquired or held;



(d) All patents, patent applications and like protections including, without limitation, improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, including, wit hout limitation, those set forth on EXHIBIT B attached hereto and incorporated herein by this reference (collectively, the "Patents");



(e) Any trademark and servicemark rights, whether registered or not, applications to register and registrati ons of the same and like protections, and the entire goodwill of the business of Assignor connected with and symbolized by such trademarks, including, without limitation, those set forth on EXHIBIT C attached hereto and incorporated herein by this referen ce (collectively, the "Trademarks");



(f) Any and all claims for damages by way of past, present and future infringement of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for said us e or infringement of the intellectual property rights identified above;



(g) All licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties arising from such use to the extent permitted by such license or rights;



(h) All amendments, renewals and extensions of any of the Copyrights, Patents or Trademarks; and



(i) All proceeds and products of the foregoing, including, without limitation, all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.



THE INTEREST IN THE COLLATERAL BEING ASSIGNED HEREUNDER SHALL NOT BE





CONSTRUED AS A CURRENT ASSIGNMENT, BUT AS A CONTINGENT ASSIGNMENT TO SECURE ASSIGNOR'S OBLIGATIONS TO ASSIGNEE UNDER THE LOAN AGREEMENT.



2. AUTHORIZATION AND REQUEST. Assignor authorizes and requests that the Register of Copyrights and the Commissioner of Patents and Trademarks record this conditional assignment.



3. COVENANTS AND WARRANTIES. Assignor represents, warrants, covenants and agrees as follows:



(a) Assignor is now the sole owner of the Collateral, except for non-exclusive licenses granted by Assignor to its customers in the ordinary course of business;



(b) Performance of this Assignment does not conflict with or result in a breach of any agreement to which Assignor is party or by which Assignor is bound, except to the extent that certain intellectual property agreements prohibit the assignme nt of the rights thereunder to a third party without the licensor's or other party's consent and this Assignment constitutes as assignment;



(c) During the term of this Assignment, Assignor will not transfer or otherwise encumber any interest in the Collateral, except for (i) non-exclusive licenses granted by Assignor in the ordinary course of business or as set forth in this Assignment and (ii) subject to Assignor's execution of appropriate documents, in form acceptable to Assignee, to perfect or continue the perfection of Assignee's interest in the Collateral, transfers to affiliates of Assignor;



(d) To its knowledge, each of the Patents is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable , in whole or in part, and no claim has been made that any part of the Collateral violates the rights of any third party;



(e) Assignor shall promptly advise Assignee of any material changes in the composition of the Collateral, including but n ot limited to any subsequent ownership right of Assignor in or to any Copyright, Patent or Trademark not specified in this Assignment;



(f) Assignor shall (i) protect, defend and maintain the validity and enforceability of the Copyrights, Paten ts and Trademarks, (ii) use its best efforts to detect infringements of the Copyrights, Patents and Trademarks and promptly advise Assignee in writing of material infringements detected and (iii) not allow any Copyrights, Patents or Trademarks to be aband oned, forfeited or dedicated to the public without the written consent of Assignee, which shall not be unreasonably withheld, unless Assignor determines that reasonable business practices suggest that abandonment is appropriate;



(g) Assignor sh all promptly register the most recent version of Assignor's material Copyrig ...