424B4 Form

Advertising Agreement

NBC INTERNET, INC.

Attn:

Title:

Address:

TELocity, INC. (“Advertiser”)

Name:

Attention:

Title:

Address:

Dear :

This letter sets forth the agreement between NBC Internet, Inc. (“NBCi”) and Telocity, Inc. (“Advertiser”) with respect to NBCi's agreement to provide Advertiser with the right to use certain of NBCi's advertising inventory on NBC Television Network and its owned and operated television stations to promote Advertiser only, subject to the following terms and conditions:

1. Spots.

(a) NBCi shall develop and produce fifteen (15) and thirty (30) second advertising spots to promote the next generation Internet services available on the Co-Branded site accessible through Advertiser's high-speed Internet services (the “Spots”). Advertiser shall . Use of each Spot will be subject to Advertiser's approval, not to be withheld or delayed unreasonably.

(b) With respect to the placement or telecast of Advertiser's Spots in any particular Program, Advertiser acknowledges that NBC TV may reject such placement or telecast if such placement or telecast would compete with or violate the rights of any other advertiser, sponsor or supplier of such Program or program category, as determined by NBC TV in its sole discretion and in good faith.

(c) Advertiser may elect to substitute up to of the value of Spots to be provided by NBCi in any given financial quarter with an equivalent value of on-line advertising at of the applicable NBCi standard rate card, subject to the restrictions set forth in the Operating Agreement, provided that Advertiser gives NBCi three-months prior written notice.

2. Value of Spots.

NBCi shall telecast Spots with a total spot value of during the thirty-six (36) months commencing on

3. Payment for the Spots.

(a) Advertiser shall deliver to NBCi shares of Series C Preferred Stock of Advertiser pursuant to the terms and conditions of that certain Series C Preferred Stock Purchase Agreement dated as of the date hereof.

(b) NBCi shall provide Advertiser with a written report within 10 business days after the end of each calendar month after the Effective Date during which Advertiser's Spots have been telecast and setting forth the aggregate value of Advertiser's Spots telecast by NBCi in the preceding month.

4. Representations and Warranties.

NBCi and Advertiser each represent and warrant that this Letter Agreement has been duly authorized, executed and delivered by such party and that this Letter Agreement constitutes the legal, valid and binding obligations of such party, enforceable against it in accordance with its terms.

5. Termination.

(a) Notwithstanding any other remedy available to NBCi, in the event that:

(i) NBCi notifies Advertiser in writing that Advertiser has materially breached this Letter Agreement and Advertiser has not cured such alleged breach within thirty (30) days;

(ii) upon the occurrence of a Change of Control;

(iii) Advertiser admits in writing its inability to pay its debts generally or has any insolvency or bankruptcy proceeding instituted against it;

then NBCi shall have the right to terminate this Letter Agreement. In the event of termination after NBCi's receipt of the Shares, NBCi shall pay Advertiser a cash amount equal to the difference between the Total Spot Value and the value of the Spots already telecast.

(b) Notwithstanding any other remedy available to Advertiser, in the event that NBCi materially breaches this Letter Agreement or enters insolvency or bankruptcy proceedings, Advertiser shall have the right to terminate this Letter Agreement and require NBCi to pay Advertiser a cash amount equal to the difference between the Total Spot Value and the value of the Spots already telecast.

(c) In the event that the Operating Agreement is terminated or promotional exclusivity is terminated, NBCi may terminate its obligations or telecast Advertiser-Branded Spots in lieu of the unused portion of the advertising.

6. Miscellaneous.

This Letter Agreement, the Purchase Agreement, the Operating Agreement, and the exhibits and schedules hereto and thereto constitute the entire agreement and understanding of the parties relating to the subject matter hereof.

7. Governing Law and Jurisdiction.

This Letter Agreement shall be governed by and construed under the laws of the State of New York. The parties consent to exclusive jurisdiction of the federal and state courts located in the County of New York.

8. Liability.

In the event that NBC TV does not telecast Spots equal to the Total Spot Value during the thirty-six (36) months after the Effective Date, NBCi shall pay Advertiser in cash an amount equal to the difference between the Total Spot Value and the value of the Spots actually telecast.

If you are in agreement with the above terms and conditions, please indicate your acceptance by signing in the space provided below, and return one original. This Letter Agreement shall be null and void if not signed within two (2) days of the date set forth above.

[SIGNATURE PAGE TO TELOCITY ADVERTISING LETTER AGREEMENT]