1 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission. Exhibit 10.2 E-CENTIVES - EXCITE@HOME CO-BRANDING AGREEMENT This agreement ("Agreement") is entered into as of the 16th day of February, 2000 ("Effective Date"), by and between the At Home Corporation ("Excite@Home" or "Excite"), located at 450 Broadway, Redwood City, California 94063, and e-centives, Inc., ("Application Provider" or "e-centives"), a Delaware corporation, located at 6903 Rockledge Drive, Suite 1200, Bethesda, MD 20817. RECITALS A. Excite@Home provides the @Home Service, maintains sites on the Internet, including http://www.excite.com, and owns and/or manages or labels related Web sites worldwide (collectively, the "Excite Network") which, among other things, allow its users to search for and access content and other sites on the Internet. B. Excite@Home also maintains and/or manages certain Web pages which may be delivered to users worldwide via email, desktop "channels" or Internet "push" technologies (collectively, "Broadcast Pages") and which may incorporate content supplied to Excite@Home by third parties for the purpose of providing value to Excite@Home users and providing access to the content, products and/or services of such third parties. C. Application Provider owns or has the right to distribute certain content consisting principally of coupons and offers for products and services, and maintains a related site on the Internet at http://www.ecentives.com (the "Application Provider Site"). D. Excite@Home and Application Provider wish to distribute Application Provider's content through the Excite Network and/or Broadcast Pages, establish and maintain related co-branded pages on the Application Provider Site, establish links between the Excite Network and the co-branded pages on the Application Provider Site, and promote the Application Provider on the Excite Network.