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The following is an excerpt from a 10-K SEC Filing, filed by EXCITE INC on 3/31/1998.
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EXCITE INC - 10-K - 19980331 - AUDITORS_OPINION

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of The McKinley Group, Inc.

In our opinion, the balance sheets and the related statements of operations, stockholders' deficit, and cash flows present fairly, in all material respects, the financial position of The McKinley Group, Inc. at December 31, 1995, and the results of its operations and its cash flows for the year ended December 31, 1995, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.

The financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations, has a net capital deficiency and is not in compliance with certain covenants underlying outstanding bank borrowings. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On August 6, 1996, the Company entered into an Agreement and Plan of Reorganization (the "Agreement") with Excite, Inc. Upon the effectiveness of the Agreement, the Company's stockholders will exchange all of their shares of Common Stock for shares of Common Stock of Excite, Inc., in a business combination to be accounted for as a pooling of interests.

PRICE WATERHOUSE LLP

San Jose, CA
August 6, 1996

39

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