EXHIBIT 10.20
 
July 28, 1998


Mr. Phillip Schlein
2360 Steiner
San Francisco, CA 94115
FAX: 775-6232


Dear Phil,

I am pleased to offer you a position as a Director on XOOM, Inc.'s Board of
Directors.  We will have Director's and Officer's insurance in place at the time
of IPO.  Your compensation would be as follows:

1.  Stock options in XOOM common stock for 35,000 shares at a strike price of
    $4.50. These share vest monthly over 2 years of service and would
    immediately vest upon sale of the company. This represents about 1/4 of a
    percent of the 14 million shares currently outstanding.

2.  Ongoing consulting fee of $10,000 per month, payable in stock and "paid out"
    using the closing price on the last trading day of the month or the last day
    of the month (if not public) for 18 months, at your option.

Please indicate your acceptance of the above terms by signing below.

Sincerely yours,                        ACCEPTED


/s/ Chris Kitze
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Chris Kitze                             /s/ Philip Schlein
Chairman                                ---------------------------------
                                        Phillip Schlein  

 
                             [XOOM.COM LETTERHEAD]



                                December 2, 1998

Mr. Phillip Schlein
2360 Steiner
San Francisco, CA 94115

     Re:  Director's Agreement

Dear Phil:

     Please allow this letter to confirm our earlier discussions about revisions
to paragraph 2 of your letter agreement (the "Agreement") with XOOM.com, Inc.
(the "Company") dated July 28, 1998.  As we discussed, paragraph 2 shall be
amended to read in its entirety as follows:

     "2.  For a period of 18 months after July 28, 1998, you will receive a fee
of $10,000 per month for your services as a director, payable in Common Stock or
in cash at your option, with payments in Common Stock based upon the closing
price of the Common Stock on the last trading day of the month or, if the Common
Stock is not publicly traded, the fair market value of the Common Stock on the
last day of the month."

     Please indicate your acceptance of this revision by signing below.

                              Sincerely yours,


                              /s/ Chris Kitze

                              Chris Kitze

ACCEPTED:



/s/ Philip Schlein
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Phillip Schlein