Exclusive Sponsorship Agreement - Amazon.com Inc. and iVillage Inc.


* Confidential treatment has been requested for certain portions of this
  exhibit. Omitted portions have been filed separately with the Commission.

                         EXCLUSIVE SPONSORSHIP AGREEMENT

         This Exclusive Sponsorship Agreement ("Agreement") is entered into as
of February 28, 1998 (the "Effective Date") by and between Amazon.com, Inc., a
Delaware corporation ("Amazon.com") with offices at 1516 Second Avenue, 4th
Floor, Seattle, Washington 98 1 01 and iVillage, Inc., a Delaware corporation,
("iVillage") with offices at 170 Fifth Avenue, New York, New York 10010.
Amazon.com and iVillage may be referred to generically as a "Party", or
collectively as "Parties".

         WHEREAS, iVillage operates a site on the World Wide Web and America
OnLine, which contains channels including but not limited to Parent Soup,
ParentsPlace, Better Health and Armchair Millionaire as well as career, fitness
& beauty, food, relationships and work from home channels (collectively the
"Network").

         WHEREAS, Amazon.com seeks to drive Network users ("Users") to its World
Wide Web site (the "Amazon.com Web site"), to acquire repeat customers, to
increase book purchases focusing on lifestyle categories such as parenting,
health, finance and career, and to reinforce the Amazon.com brand as the
"Earth's Biggest Bookstore".

         WHEREAS, iVillage and Amazon.com now desire to enter into this
Agreement whereby Amazon.com shall be an exclusive sponsor and retailer
throughout the Network (the "Program") subject to the terms and conditions
stated herein.

Section 1.  Exclusivity

         For the term of this Agreement and any subsequent renewal thereto,
iVillage agrees that Amazon.com shall be the exclusive book sponsor and
retailer, with respect to entities whose primary business is that of a book
retailer, throughout the Network and that no advertising, links, promotional
information or marketing materials for or relating to any of the entities listed
in Exhibit A hereto or any other individual, entity or web site which derives
more than ten percent (10%) of its annual gross revenue from the sales of books
or magazines (whether in printed, audio, electronic or other format) or is
primarily functioning or primarily known as a seller of books or magazines,
shall be placed or displayed on the Network. In addition, iVillage will not (a)
sell, or permit any other person or entity to sell, any books or magazines on
the Network; or (b) use, or permit any other person or entity to use, all or any
part of iVillage's customer information database to sell any books or magazines;
provided, that such books or magazines are available from Amazon.com. Nothing
herein shall (a) prevent an author or subject matter expert from discussing or
promoting the sale of a particular book or magazine on the Network, provided
that such author or expert does not recommend or promote the purchase of -such
book or magazine from a specific party other than Amazon.com; or (b) prevent any
other sponsor from selling books or magazines on its own web site, provided that
the sale of such books or magazines is not promoted or referenced on the
Network. In the event that iVillage produces or publishes any private label
books, iVillage will offer Amazon.com the first right of refusal as to the
ability to sell such books before such opportunity is offered to any third
party. Amazon.com's sponsorship and exclusivity with regard to products other
than books or magazines shall be determined on a case by case basis, whereby
Amazon.com shall provide 




iVillage with written notice of any other products it seeks to include within
the scope of this Agreement, and iVillage shall have sole discretion as to
whether such other product(s) shall be included.

Section 2.  Term and Termination

        2.1 Term

        The initial term of this Agreement (the "Initial Term") shall commence
on the Effective Date and shall continue for a period of twelve (12) months from
the date that all of the Promotional Placements and Opportunities described in
Section 3 below are available on the Network (the "Implementation Date") unless
terminated earlier or extended as provided herein. Promptly after the
Implementation Date has occurred, the parties shall in good faith agree upon and
document in writing such Implementation Date. Upon mutual agreement of the
parties within no less than sixty (60) days prior to the expiration date of the
Initial Term, the Agreement may be renewed for an additional twelve (12) month
term (the "Renewal Term"). The Parties agree to discuss, in good faith, prior to
the end of the Initial Term, the status of the relationship of the Parties and
the terms of the Agreement. Notwithstanding the foregoing, if the parties agree
to renew the Agreement, the terms of the Agreement, including without limitation
the compensation terms stated in Section 7 below, shall remain in full force and
effect without amendment. However, if prior to sixty (60) but no more than
ninety (90) days before the expiration of the Initial Term, iVillage receives a
bona fide offer from a third party to become the exclusive book sponsor and
retailer throughout the Network on financial terms more advantageous to iVillage
than those stated in Section 7 herein and provides Amazon.com with written
notice and a copy of such offer, Amazon.com must notify iVillage in writing
within thirty (30) days of receiving such notice whether it is willing to amend
the Agreement to match the financial terms offered by such third party for the
Renewal Term. If Amazon.com notifies iVillage that it is willing to renew the
Agreement upon the amended financial terms, then those terms shall be applied to
the Renewal Term, notwithstanding anything in this Agreement to the contrary. If
Amazon.com does not notify iVillage that it is willing to amend the financial
terms of the Agreement for the Renewal Term within thirty (30) days of receiving
such notice, then iVillage shall have fifteen (15) days thereafter to give
Amazon.com written notice to terminate this Agreement at the end of the Initial
Term and may then enter into an Agreement with such third party on the amended
terms offered to Amazon.com.

        2.2 Termination

        In the event of a material breach by either party of any term of this
Agreement, the nonbreaching party may terminate this Agreement by written notice
to the breaching party if the breaching party fails to cure such material breach
within thirty (30) days of receipt of written notice thereof. Either party may
terminate this Agreement effective upon written notice stating its intention to
terminate in the event the other party (a) ceases to function as a going concern
or to conduct operations in the normal course of business, or (b) has a petition
filed by or against it under any state or federal bankruptcy or insolvency law
which petition has not been dismissed or set aside within sixty (60) days of its
filing.


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         2.3 Survival

         Sections 9, 11, 12, 13, 15 and 16 hereof shall survive any termination
of this Agreement.

Section 3. Promotion

         Throughout the term of this Agreement, and any extensions or renewals
thereof, iVillage will provide links, advertisements and other promotional
placements and opportunities to promote Amazon.com and its sponsorship of the
Network (collectively the "Promotional Placements and Opportunities") in a
manner to be agreed upon by the parties. The Promotional Placements and
Opportunities provided by iVillage will at a minimum be no less prominent or
frequent than those provided to any other Network sponsor or advertiser. The
parties will cooperate in good faith to develop and implement such Promotional
Placements and Opportunities and to maximize the effectiveness of all such
Promotional Placements and Opportunities. The Promotional Placements and
Opportunities as described herein shall be available on the Network no later
than May 31 and shall include, without limitation, the following promotions:

         3.1 Book Club Sponsorship

                  3.1.1 iVillage shall create and make available a Network-wide
         Book Club ("Book Club") which shall be sponsored exclusively by
         Amazon.com and accessible from the ivillage.com home page located at
         the URL: http://www.ivillage.com. Members of the Network will be
         invited to become Book Club Members ("Book Club Members") and those who
         join the Book Club will be eligible for special promotional benefits
         including but not limited to book-related gifts and discounts from
         iVillage and Amazon.com. Book Club Members will also have the
         opportunity to submit questions to featured book authors. Amazon.com
         will cooperate with iVillage in the implementation of these and other
         special promotional premiums in connection with the Book Club, but will
         have no financial obligation to iVillage for such promotions. Subject
         to availability and budget, the Parties agree to work together to
         produce and promote co-branded premiums.

                  3.1.2 iVillage, its editors and producers, shall select book
         titles from the Ainazon.com library which shall be prominently featured
         in the Book Club throughout the Network ("Selected Titles") and shall
         provide a direct link to the Amazon.com Web Site for the purchase of
         such Selected Titles. Selected Titles may be works of fiction or
         non-fiction and it is anticipated that selection of Selected Titles may
         also be made by Book Club Members. iVillage shall select and feature
         those titles which concern subjects and/or issues that appeal to the
         Users and/or which have been published within 3 months of the date the
         title is featured and/or would appear on the Network for the first time
         anywhere online.

                  3.1.3 In connection with Selected Titles, iVillage shall post
         excerpts from featured authors and shall host message boards and chats
         to be moderated by a Book Club leader and to be accessed by Book Club
         Members.

                  3.1.4 iVillage shall also include a "Click here to buy from
         Amazon.com" icon to be placed throughout the Book Club areas of the
         Network which shall link Users to the Amazon.com Web site.


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         3.2 Channel Book Lists

         Throughout the channels of the Network, iVillage shall promote reading
lists ("Reading Lists"), on a rotating basis, of topic-specific titles which are
appropriate for those given subchannels of the Network channel on which the
Reading Lists are featured. The "Click here to buy from Amazon.com" icon will
also appear in connection with the Reading Lists.

         3.3 Search Engine Integration

         iVillage shall fully integrate the Amazon.com database of available
titles into an iVillage search database, resulting in identical queries being
carried to both the iVillage search database and that of Amazon.com. When a User
accesses the iVillage search engine, a "Click here to find Related Books" icon
will appear as part of the search results, allowing a User to view a list of
related titles for purchase. In addition, iVillage will reserve the key words
listed in Exhibit B exclusively for Amazon.com and will display an Amazon.com
banner (in addition to the Amazon.com "Click here to find Related Books" icon)
whenever one of these key words is used in a search query of the iVillage site.

         3.4 Shopping

         iVillage shall prominently feature Amazon.com, its products and
services, in its Shopping Channel, located at the URL
http:Hwww.ivillage.com/shopping.htmi. During the term of this Agreement,
Amazon.com shall be listed in the Shopping Channel with a branded button which
shall link Users directly to the Amazon.com Web site.

         3.5 Newsletter

         Amazon.com will have the opportunity to include a promotional message
of its choosing, subject to iVillage's reasonable approval, in at least one
email newsletter per month (twelve (12) total newsletters per year) that
iVillage will send to its email subscribers.

         3.6 Banner Advertising

         During the term of this Agreement, iVillage agrees to provide
advertising banners that will run across the tops of the home pages of various
channels within the Network. The advertising banners will permit recipients to
navigate directly to a page on the Amazon.com Web Site selected by Amazon.com.

         3.7 Right of First Presentation and Promotion

         iVillage will present to Amazon.com an equal opportunity (prior to
presenting the opportunity to any other sponsor or other third party) to
participate in any new advertising, promotional or merchandising placement or
activity on any Network service or other service that is wholly or partially
owned by iVillage and/or any of its corporate parents or wholly or partially
owned subsidiaries. Any such Amazon.com placements will come at no additional
fixed costs to Amazon.com, but instead will earn referral fees in accordance
with the schedule specified in Section 7 of this Agreement.


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         iVillage will make a good faith effort to include Amazon.com whenever
reasonably possible in its marketing campaigns (including without limitation any
TV, radio, print, and online ads) and will work with Amazon.com to determine the
method and content to be used in such marketing campaigns. iVillage will feature
Amazon.com at least as prominently as any other sponsor in such marketing
campaigns. Possible methods include selection and use of Amazon.com screenshots
and/or logo where the iVillage bookclub and Amazon.com logo are visible,
voice-over mentions of iVillage bookclub in association with Amazon-com,
voice-over mentions of iVillage channel book lists in association with
Amazon.com, or voice-over mentions of the Amazon.com / iVillage partnership when
discussing iVillage features. Any such promotional placement featuring the
Amazon.com brand will come at no additional cost to Amazon.com.

         3.8 Amazon.com Policies

         iVillage acknowledges that Users who purchase books through the Program
will be deemed to be customers of Amazon.com and subject to all Amazon.com
rules, policies and operating procedures concerning customer orders, customer
service and books sales. Amazon.com may change its policies and operating
procedures at any time. In addition, Amazon.com will provide commercially
reasonable efforts to present accurate information with respect to any given
book or Amazon.com program.

Section 4. Impression Guarantees

         4.1 In connection with each of the promotions listed below (as
described in further detail in Section 3 above), iVillage guarantees to provide
at least the following number of Impressions (as defined below) to Amazon.com
during each of the Initial Term and the Renewal Term, if any (the "Impression
Guarantees"):

    ------------------------------------------ ---------------------------------
               PROMOTION                              NO. OF IMPRESSIONS
    ------------------------------------------ ---------------------------------
    Book Club                                                [*]
    ------------------------------------------ ---------------------------------
    Search Engine Integration                                [*]
    ------------------------------------------ ---------------------------------
    Shopping                                                 [*]
    ------------------------------------------ ---------------------------------
    Banner Advertising                                       [*]
    ------------------------------------------ ---------------------------------
    Newsletter                                 
                                                             [*]
    ------------------------------------------ ---------------------------------


         4.2 In the event that iVillage fails to meet the Impression Guarantees,
then iVillage shall be required to either, at Amazon.com's option: (a) continue
to provide the Promotional Placements and Opportunities until the guaranteed
number of Impressions have been met, in which case the applicable term of this
Agreement shall be extended, at no additional cost to Amazon.com, until such
guarantees are met; or (b) cooperate in good faith with Amazon.com to 


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develop and implement such other advertising or promotional placements as are
acceptable to Amazon.com to "make good" the shortfall. In addition, if iVillage
fails to meet the Impression Guarantees, Amazon.com may at any time thereafter
terminate this Agreement upon thirty (30) days written notice.

         4.3 iVillage shall provide to Amazon.com on a quarterly basis, within
thirty (30) days following the end of each calendar quarter, a written report
signed by an authorized representative of iVillage showing in reasonable detail
the number of Impressions delivered during such quarter. iVillage shall keep and
retain, during the term of this Agreement and for a period of three years
thereafter, books and records sufficient to demonstrate the number of
Impressions delivered, and Amazon.com shall have the right to have such books
and records examined by an independent third party acceptable to iVillage as are
necessary to verify the number of Impressions reported to Amazon.com. Amazon.com
is entitled to conduct such an audit only during normal business hours and no
more frequently than once per calendar year. Amazon.com agrees to provide
iVillage with at least one (1) week advance notice of any audit. If the audit
reveals that the number of Impressions was misreported by more that ten percent
(10%), iVillage will pay for all costs reasonably incurred by Amazon.com in
connection with the audit. 

         4.4 As used herein, the term "Impressions" shall mean a User's viewing
of a web page or equivalent containing one or more promotional hypertext links
to the Amazon.com Web Site of the nature specified in the applicable portion of
Section 3. 

Section 5. Legal Compliance

         Both Parties shall operate their respective Web sites and services in
compliance with all applicable laws and regulations and each will be solely
responsible for obtaining all required governmental authorizations necessary for
the full performance of its services as provided for under this Agreement.

Section 6. Maintenance

         Each Party shall monitor and periodically test the general availability
and operation of its Web site.

Section 7. Compensation

         7.1 Upfront Fees

                  7.1.1 Amazon.com agrees to pay iVillage, upon the signing of
         this Agreement, an upfront, nonrefundable, non-recoupable setup fee in
         the amount of [*].

                  7.1.2 In the event that this Agreement is renewed, Amazon.com
         agrees to pay iVillage, within thirty (30) days after the commencement
         of the Renewal Term, an upfront, nonrefundable, non-recoupable renewal
         fee in the amount of [*]. 


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         7.2 Referral Fees

                  7.2.1 In addition to the above fee, Amazon.com shall pay to
         iVillage, on a quarterly basis-and payable within thirty (30) days
         after the end of each quarter, referral fees based upon a percentage of
         the Sale Price of Qualifying Books actually purchased from Amazon.com
         (the "Referral Fees'). Amazon.com shall receive a credit for any
         Referral Fees paid on Qualifying Books which are later returned. The
         term "Sale Price" as used herein shall mean the sale price (i.e. the
         price listed under the "Our Price" heading) for such book listed in the
         Amazon.com catalog in effect at the time of order and does not include
         costs for shipping, handling, gift-wrapping, and taxes. The term
         "Qualifying Books" as used herein shall mean all in-print books listed
         in Amazon.com's catalogue at the time of order that are purchased by
         Users as a direct result of following a hypertext link from the Network
         to the Amazon.com Web Site. Notwithstanding anything herein to the
         contrary, sales of books listed in our catalog or in search results a.%
         "out of print" or "hard to find" are not eligible for any Referral
         Fees.

                  7.2.2 iVillage will earn referral fees according to the
         following fee schedule:

                           (a)      [*]% of the Sales Price on sales of each
                                    Individually Linked Book (as defined below)
                                    that, on the date of order, is listed in the
                                    Amazon.com catalog at [*]%-[*]% off the
                                    publishers list price;

                           (b)      [*]% of the Sales Price on sales of each
                                    Individually Linked Book that, on the date
                                    of order, is listed in the Amazon.com
                                    catalog at the publisher's list price (such
                                    as special order books);

                           (c)      [*]% of the Sales Price on sales of
                                    Individually Linked Book that, on the date
                                    of order, is listed in the Amazon.com
                                    catalog at more than [*]% off the publishers
                                    list price;

                           (d)      [*]% of the Sales Price on sales of 
                                    Qualifying Books other than Individually 
                                    Linked Books; and

                           (e)      the Referral Fees for Individually Linked
                                    Books as set forth in Sections 7.2.2 (a),
                                    (b) and (c) shall be increased to [*]% of
                                    the fees specified therein for any
                                    Individually Linked Books shipped prior to
                                    June 30, 1998. 

The term "Individually Linked Books" as used herein shall mean books which are
specifically featured by title in a Promotional Placement or Opportunity on the
Network (as described in Section 3 above) and purchased by Users as a direct
result of following a link on the Network to the Amazori.com Web Site that
specifically identifies the title of such book.

         7.3 Referral Fee Guarantee

                  7.3.1 Initial Term

                  Notwithstanding the foregoing Section 7.2, if during the
         course of the Initial Term of this Agreement iVillage earns less than
         [*] in Referral 


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         Fees (the "Target Referral Fee Amount"), Amazon.com shall include, in
         the final quarterly Referral Fee payment for Referral Fees earned
         during the Initial Term, that amount which causes iVillage's total
         Referral Fees for the Initial Term to equal not less than the Target
         Referral Fee Amount. Any amount earned by iVillage during the Initial
         Term in excess of the Target Referral Fee Amount shall be due and owing
         to iVillage in accordance with the above-mentioned quarterly payment
         schedule.

                  7.3.2 Renewal Term

                  Notwithstanding the foregoing Section 7.2, if during the
         course of the Renewal Term of this Agreement, iVillage earns less than
         [*] in Referral Fees (the "Renewal Target Referral Fee Amount"),
         Amazon.com shall include, in the final quarterly Referral Fee payment
         for Referral Fees earned during the Renewal Term, that amount which
         causes iVillage's total Referral Fee for the Renewal Term to equal not
         less than the Renewal Target Referral Fee Amount. Any amount earned by
         iVillage during the Renewal Term in excess of the Renewal Target
         Referral Fee Amount shall be due and owing to iVillage in accordance
         with the abovementioned quarterly payment schedule.

Section 8. Reports and Audit

         Amazon.com shall track sales from iVillage through a uniform resource
locator and shall provide iVillage with monthly reports in a form satisfactory
to iVillage. iVillage shall have the right to have examined by an independent
certified public accounting fin-n acceptable to Amazon.com, such of Amazon.com's
books and records as are necessary to verify the accuracy of payments made to
iVillage pursuant to this Agreement. iVillage is entitled to conduct such an
audit only during normal business hours and no more frequently than once per
calendar year. iVillage agrees to provide Amazon.com with at least one week
advance notice of any audit. The audit will be limited to revenue generated
pursuant to this Agreement and the calculation of payments due to iVillage under
this Agreement. If the audit reveals that Amazon.com has paid iVillage less than
the sum to which iVillage is entitled, Amazon.com agrees to pay iVillage the
additional sums due. If such sums exceed [*] of the total monies paid to
iVillage under the Agreement, Amazon.com will pay for all costs reasonably
incurred by iVillage in connection with the audit.

Section 9. Representations and Warranties; Limitation of liability

         9.1 Each party hereby represents and warrants that: (a) it is a
corporation duly organized and validly existing and in good standing under the
laws of the state of its incorporation, (b) it has full power and authority to
enter into this Agreement and to perform its obligations hereunder; (c) it has
obtained all permits, licenses, and other governmental authorizations and
approvals required for its performance under this Agreement; and (d) the
services to be rendered by each party under this Agreement neither infringe nor
violate any patent, copyright, trade secret, trademark, or other proprietary
right of any third party.

         9.2 Amazon.com will remain solely responsible for the operation of the
Amazon.com Site, and iVillage will remain solely responsible for the operation
of the Network. Each Party (a) acknowledges that the Amazon.com Web Site and the
Network may be subject to temporary


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shutdowns due to causes beyond the operating Party's reasonable control, and (b)
subject to the specific terms of this Agreement, retains sole right and control
over the programming, content and conduct of transactions over its respective
site or service. EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR
WARRANTY REGARDING (A) THE AMOUNT OF SALES THAT AMAZON.COM MAY GENERATE DURING
THE TERM, AND (B) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT
OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. 


         9.3 NEITHER AMAZON.COM NOR iVILLAGE WILL BE LIABLE TO THE OTHER FOR ANY
INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. EACH
PARTY'S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT (EXCEPT FOR LIABILITIES
ARISING UNDER SECTION 13 OR RESULTING FROM THE PARTY'S WILLFUL MISCONDUCT),
WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS TO BE PAID BY
AMAZOIN.COM UNDER SECTION 7. 

Section 10. Fulfillment

         Amazon.com shall be solely responsible for (a) fulfilling all orders
for its products and (b) calculating, collecting and paying all appropriate
taxes associated with payment processing. Amazon.com's products offered through
the Network will be supported by the same warranty and return policy for such
products as offered through other Amazon.com channels.

         Section 11. Intellectual Property Rights

         11.1 Subject to the license granted to iVillage under Section 11.3,
Amazon.com reserves all of its right, title and interest in its intellectual
property rights (e.g., patents, copyrights, trade secrets, trademarks and other
intellectual property rights). Subject to the license granted to Amazon.com
under Section 1 1.2, iVillage reserves all of its right, title and interest in
its intellectual property rights.

         11.2 Amazon.com hereby grants to iVillage, during the term of this
Agreement and any extensions or renewals thereof, a non-exclusive,
non-transferable, royalty-free license to establish hyperlinks between the
Party's Web Sites and to use Amazon.com's trade names, logos, trademarks and
service marks (the "Amazon.com Marks") on the Network as is reasonably necessary
to establish and promote such hyperlinks and to otherwise perform its
obligations under this Agreement; provided, however, that any promotional
materials or usages containing any of the Amazon.com Marks will be subject to
Amazon.com's prior written approval. 

         11.3 iVillage hereby grants to Amazon.com, during the term of this
Agreement and any extensions or renewals thereof, a non-exclusive,
nontransferable, royalty-free license to establish hyperlinks between the
Party's Web Sites and to use iVillage's trade names, logos, trademarks and
service marks (the "iVillage Marks") as is reasonably necessary to establish and
promote such hyperlinks and to otherwise perform its obligations under this
Agreement;


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provided, however, that any promotional materials or usages containing any of
the iVillage Marks will be subject to iVillage's prior written approval. 

         11.4 Neither Party will modify, alter or obfuscate the other Party's
Marks or use the other Party's Marks in a manner that disparages the other Party
or its products or services, or portrays the other Party or its products or
services in a false, competitively adverse or poor light. Each Party will comply
with the other Party's requests as to the form of use of the other Party's Marks
and will avoid any action that diminishes the value of such Marks. Either
Party's unauthorized use of the other's Marks is strictly prohibited. Upon
termination of this Agreement and upon written request, the Party in receipt of
the requesting Party's intellectual or proprietary property and/or information
pursuant to this Agreement shall return such information to the requesting
Party. 

Section 12. Confidentiality

         Except as expressly set forth herein, iVillage and Amazon.com shall
maintain in confidence the terms of this Agreement. It is expected that pursuant
to discussions to date and to this Agreement, the Parties may disclose to one
another certain information, as defined herein, which is considered by the
disclosing Party to be proprietary or confidential information (the
"Confidential Information"). Confidential Information is defined as any
information, communication or data, in any form, including, but not limited to
oral, written, graphic or electromagnetic forms, models or samples, which the
disclosing party identifies as confidential or which or is of such a nature that
the receiving party should reasonably understand that the disclosing party
desires to protect such information, communication or data against unrestricted
disclosure or use, including without limitation, business information, financial
data and marketing data. All Confidential Information shall remain the sole
property of the disclosing party and its confidentiality shall be maintained and
protected by the receiving party with the same degree of care as the receiving
party uses for its own confidential and proprietary information. The receiving
party shall not use the Confidential Information of the other party except as
necessary to fulfill its obligations under this Agreement, nor shall it disclose
such Confidential Information to any third party without the prior written
consent of the disclosing party. The restrictions on the use or disclosure of
any Confidential Information shall not apply to any Confidential Information:
(i) after it has become generally available to the public without breach of this
Agreement by the receiving party; (ii) is rightfully in the receiving party's
possession prior to disclosure to it by the disclosing party; (iii) is
independently developed by the receiving party; (iv) is rightfully received by
the receiving party from a third party without a duty of confidentiality; or (v)
is disclosed under operation of law.

Section 13. Indemnification

         13.1 Amazon.com will defend and indemnify iVillage and its affiliates
(and their respective employees, directors and representatives) against any
claim or action brought by a third party, to the extent relating to (a) the
operation of the Amazon.com Web Site, (b) any breach of its obligations under
this Agreement, or (c) the violation of third-party intellectual property rights
by any editorial content or other materials provided by Amazon.com for display
on the Network. Subject to iVillage's compliance with the procedures described
in Section 13.3, Amazon.com will pay any award against iVillage or its
affiliates (or their respective employees, 


                                       10



directors or representatives) and any costs and attorneys' fees reasonably
incurred by iVillage and its affiliates resulting from any such claim or action.

         13.2 iVillage will defend and indemnify Amazon.com and its affiliates
(and their respective employees, directors and representatives) against any
claim or action brought by a third party, to the extent relating to (a) the
operation of the Network, (b) any breach of its obligations under this
Agreement, or (c) the violation of third-party intellectual property rights by
any materials provided by iVillage for display on the Amazon.com Web Site.
Subject to Amazon.com's compliance with the procedures described in Section
13.3, iVillage will pay any award against Amazon.com or its affiliates (or their
respective employees, directors or representatives) and any costs and attorneys'
fees reasonably incurred by Amazon.com and its affiliates resulting from any
such claim or action. 


         13.3 " In connection with any claim or action described in this 
Section, the Party seeking indemnification (a) will give the indemnifying Party
prompt written notice of the claim, (b) will cooperate with the indemnifying
Party (at the indemnifying Party's expense) in connection with the defense and
settlement of the claim, and (c) will permit the indemnifying Party to control
the defense and settlement of the claim, provided that the indemnifying Party
may not settle the claim without the indemnified Party's prior written consent
(which will not be unreasonably withheld). Further, the indemnified Party (at
its cost) may participate in the defense and settlement of the claim.

Section 14. Traffic Data

         On a quarterly basis, iVillage will use its best efforts to provide
Amazon.com with mutually agreed data concerning search and browsing behavior on
the Network, to the extent such behavior reasonably could relate to the online
promotion or sale of books or other products that Amazon.com i-nay sell from
time to time. Amazon.com shall treat such data as Confidential Information and
will not use it iii except in accordance with reasonable guidelines to be agreed
by the Parties. Notwithstanding anything contained in this Section, iVillage
will not be required to deliver to Amazon.com any user data in violation of its
then-existing policies regarding the protection of user information.

Section 15. Dispute Resolution

         15.1 In a] I discussions and activities relating to this Agreement,
Amazon.com and iVillage will cooperate in good faith to accomplish the
objectives specified in this Agreement. If any dispute arises relating to either
Party's rights or obligations under this Agreement, and the Parties are unable
to resolve the dispute in the ordinary course of business, Amazon.com and
iVillage will use good-faith efforts to resolve the matter in accordance with
this Section 15.

         15.2 Within five (5) business days following the written request of
either Party (which will describe the nature of the dispute and other relevant
information), the Parties' managers who are responsible for the
Amazon.com/iVillage relationship will meet to resolve the dispute at a mutually
convenient time and place. If the relationship managers are unable to resolve
the dispute within two (2) business days following their initial meeting, they
will refer the matter to the Parties' divisional executives who are responsible
for the administration of this Agreement, 


                                       11



along with a written statement (or statements) describing the nature of the
dispute and other relevant information.


         15.3 Within five (5) business days following the referral of the matter
to the Parties' divisional executives, the divisional executives will meet to
resolve the dispute at a mutually convenient time and place. Additional
representatives of the parties may be present at the meeting. If the divisional
executives are unable to resolve the dispute within two (2) business days
following their initial meeting, they will refer the matter to the Parties'
Chief Executive Officers (or other appropriate corporate officer with the
authority to settle disputes), along with a written statement (or statements)
describing the nature of the dispute and other relevant information. 

         15.4 Within five (5) business days following the referral of the matter
to the Parties' CEOs, the CEOs will meet to resolve the dispute at a mutually
convenient time and place. Additional representatives of the parties may be
present at the meeting. If the CEOs are unable to resolve the dispute within two
(2) business days following their initial meeting (or such later date as they
may agree), the Parties will be free to pursue whatever remedies may be
available at law or in equity. 

         15.5 All negotiations pursuant to this Section IS will be confidential
and treated as compromise and settlement negotiations for purposes of applicable
rules of evidence. Any resolution reached under this Section will be reduced to
writing and signed by the Parties. During any dispute resolution procedure
conducted under this Section, the Parties will diligently perform all
obligations hereunder that are not directly related to the dispute. 

Section 16. General Provisions

         16.1 The Parties are entering this Agreement as independent
contractors, and this Agreement will not be construed to create a partnership,
joint venture or employment relationship between them. Neither Party will
represent itself to be an employee or agent of the other or enter into any
agreement on the other's behalf of or in the other's name.

         16.2 Following the execution of this Agreement, Amazon.com and iVillage
will prepare and distribute a joint press release (or coordinated press
releases) announcing the transaction. The contents and timing of the release (or
releases) will be mutually agreed by the Parties. Neither Party will issue any
further press releases, make any other disclosures regarding this Agreement or
its terms or use the other Party's trademarks, trade names or other proprietary
marks without the other Party's prior written consent. 

         16.3 In its performance of this Agreement, each Party will comply with
all applicable laws, regulations, orders and other requirements, now or
hereafter in effect, of governmental authorities having jurisdiction. Without
limiting the generality of the foregoing, each Party will pay, collect and remit
such taxes as may be imposed with respect to any compensation, royalties or
transactions under this Agreement. Except as expressly provided herein, each
Party will be responsible for all costs and expenses incurred by it in
connection with the negotiation, execution and performance of this Agreement.


                                       12



         16.4 Neither Amazon.com nor iVillage will be liable for, or will be
considered to be in breach of or default under this Agreement on account of, any
delay or failure to perform as required by this Agreement as a result of any
causes or conditions that are beyond such Party's reasonable control and that
such Party is unable to overcome through the exercise of commercially reasonable
diligence. If any force majeure event occurs, the affected Party will give
prompt written notice to the other Party and will use commercially reasonable
efforts to minimize the impact of the event.

         16.5 Any notice or other communication under this Agreement given by
any Party to any other Party will be in writing and will be deemed properly
given when sent to the intended recipient by registered letter, receipted
commercial courier, or electronically receipted facsimile transmission
(acknowledged in like manner by the intended recipient) at its address and to
the attention of the individual specified below its signature at the end of this
Agreement. Any Party may from time to time change such address or individual by
giving the other Party notice of such change in accordance with this Section
16.5. 

         16.6 Neither Amazon.com nor iVillage may assign this Agreement, in
whole or in part, without the other Party's prior written consent (which will
not be withheld unreasonably), except to (a) any corporation resulting from any
merger, consolidation or other reorganization involving the assigning Party, (b)
any of its Affiliates, or (c) any individual or entity to which the assigning
Party may transfer substantially all of its assets; provided that the assignee
agrees in writing to be bound by all the terms and conditions of this Agreement.
Subject to the foregoing, this Agreement will be binding on and enforceable by
the Parties and their respective successors and permitted assigns.

         16.7 The failure of either party to enforce any provision of this
Agreement will not constitute a waiver of the party's rights to subsequently
enforce the provision. Any remedies specified in this Agreement are in addition
to any other remedies that may be available at law or in equity. 

         16.8 This Agreement (a) represents the entire agreement between the
parties with respect to the subject matter hereof and supersedes any previous or
contemporaneous oral or written agreements regarding such subject matter, (b)
may be amended or modified only by a written instrument signed by a duly
authorized agent of each party, and (c) will be interpreted, construed and
enforced in all respects in accordance with the laws of the State of Washington,
without reference to its choice of law rules. If any provision of this Agreement
is held to be invalid, such invalidity will not effect the remaining provisions.
The parties agree that the venue for any disputes hereunder shall be King
County, Washington, if such dispute is brought by iVillage, and in New York
City, Borough of Manhattan, New York, if such dispute is brought by Amazon.com..

         16.9 If any provision of this Agreement shall be declared by any court
of competent jurisdiction to be illegal, void or unenforceable, all other
provisions of this Agreement shall not be affected and shall remain in full
force and effect. 


                                       13




         16.10 This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.


         IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Agreement as of the date first above written.



Amazon.com, Inc.                                 iVillage, Inc.

By      [illegible]                              By    /s/ Steven Elkes
  ------------------------------                   ---------------------------  
Its     SVP                                      Its   VP Finance/Legal
  ------------------------------                   ---------------------------  
Date    3/28/98                                   Date 3/28/98
  ------------------------------                   ---------------------------  


                                       14



                                    EXHIBIT A

                                   Competitors

As used in this Agreement, "Competitors" includes (without limitation) the
following entities:

alt.bookstore
Baker & Taylor
Barnes & Noble (including B. Dalton) 
Bibliofind 
BooksAmerica 
BooksNow 
Bookpages
Bookport 
Bookserve 
Booksamillion 
BookSearch 
BookSite 
Booksmith 
Book Stacks Unlimited 
Book Web 
Book Zone 
Borders (including Walden Books) 
CBooks 
Computer Literacy Bookshop 
Cody's Books 
Crown Books 
Ingram 
Interloc 
Internet Book Shop
Intertain Internet Bookstore 
Online BookStore 
Powell's Books 
Simon and Schuster
Tower Books 
Waterstone's 
WordsWorth Books





                                    EXHIBIT B

                                    Keywords

As used in this Agreement, "Keywords" includes (without limitation) the
following terms and phrases:

Book
Books
Bookstore
Bookstores
Bookseller
Booksellers
Amazon
Amazon.com
AMZN
Book Store
Book Stores




August 17, 1998


iVillage
Attention: Sara Halpern
170 5th Ave.
New York, NY 10010

Dear Sara,

Per our discussion, Amazon.com and iVillage agree that July 1st, 1998 shall be
deemed the "Implementation Date" of the Amazon.com/iVillage contract signed and
dated March 28, 1998. The contract will run for 12 months from the
"Implementation Date" unless terminated earlier or extended as provided in the
contract.

Please have this document signed and returned to us as soon as possible.

Thank you

Julia King

iVillage and Amazon.com agree that July 1st, 1998 shall be the "implementation
date" of the contract signed and dated on March 28th, 1998.

/s/ Sujay Jhaveri                               /s/ Shawn E. Haynes
------------------------------                  ------------------------------
iVillage Representative                         Amazon.com Represenative
SUJAY JHAVERI
VP, Strategic Development & Sales Operations





EX-10.12

5

PROMOTION AGREEMENT






* Confidential treatment has been requested for certain portions of this
  exhibit. Omitted portions have been filed separately with the Commission.

                          SNAP PROMOTION AGREEMENT
                          ------------------------
                                 (iVillage)

This Promotion Agreement (the "Agreement") is dated as of November 6, 1998
between Snap! LLC, with its principal place of business located at One Beach
Street, San Francisco, California 94111 ("Snap"), and iVillage, Inc., with
its principal place of business located at 170 Fifth Avenue, New York, NY
10010 (the "Company"). Pursuant to this Agreement, Snap will provide various
promotions to the Company to assist the Company in promoting its network of
Internet sites and related services. Accordingly, the parties hereby agree
as follows:

1.       Background.

         1.1      The Company. The Company operates a network of Internet
                  sites including but not limited to content pertaining to
                  parenting, work and health, including the site located at
                  http://www.ivillage.com.

         1.2      Snap. Snap operates a search and aggregation "portal" site
                  on the World Wide Web.

2.       Definitions.

         "Above the Fold" means that a particular item on a Web page is
         viewable on a computer screen at an 800 x 600 pixels resolution
         when the User first accesses such Web page, without scrolling down
         to view more of the Web page.

         "Agreed Channels" means all of the Targeted Impressions plus up to
         five additional channels, as mutually agreed. Such additional
         channels shall initially be Business & Money, Computing, Travel,
         Education and Entertainment.

         "Company Marks" means any trademarks, trade names, service marks
         and logos that may be delivered by the Company to Snap expressly
         for inclusion in the Promotions.

         "Company Sites" means the Internet sites operated by the Company and 
         promoted on Snap through the Promotions, including the Internet sites 
         expressly referenced in Section 3, together with any mirror       
         sites, co-branded sites and successors thereto.

         "Content Portal" means an area on the front page of a Resource
         Center that is designed to be programmed with content from a third
         party content provider such as the Company.

         "Family Center" means a Resource Center within Snap's Kids & Family
         Channel that is focused on family issues and is linked to directly
         from the front door of the Snap Site and from within the Kids & Family Channel.

         "Health Center" means a Resource Center within Snap's Health
         Channel, currently referred to as the "Guide to Better Health,"
         that is focused on health issues and is linked to directly from the
         front door of the Snap Site and from within the Health Channel.








         "Impression" means the display of a Promotion for any Company Site
         on any Snap Site in accordance with this Agreement.

         "Parenting Center" means a Resource Center within Snap's Kids & Family Channel that is focused on parenting issues and is linked to
         from within the Kids & Family Channel and from the parenting
         section of Snap's Living Channel.

         "Products" means any product or service sold on or through the
         Company Sites.

         "Promotions" means banners, buttons, text links, branded text,
         Content Portals, links within email newsletters distributed by Snap
         and other promotions displayed on any Snap Site, including the
         specific types of promotions referenced in Section 3.
                                                    ----------

         "Referral Users" are any users that access the Company Site through a
         Promotion. All Referral Users will be tagged and tracked by the Company
         during the first and any subsequent visit to the Company Site via the
         Snap Site for the purpose of revenue sharing as referenced in Section
         5.3.

         "Resource Center" means a collection of related Web pages, links,
         portals and other resources on the Snap Site focused on a
         particular subject matter.

         "Snap Box" means a search box with Snap's full Internet search
         functionality and containing icons for and links to the Snap Site.
         Each Snap Box will take users directly to the Snap Site to view the
         results of their search query.

         "Snap Results Page" means a successful search results page on the
         Snap Site that is served by Snap in response to a search inquiry
         through a Snap Box on the Company Site.

         "Snap Marks" means any trademarks, trade names, service marks and
         logos delivered by Snap to the Company expressly for inclusion on a
         Company Site.

         "Snap Site" means the search and aggregation "portal" site operated by
         Snap at http://www.snap.com, together with any co-branded editions of
         such site that have been or may be developed for Snap's third party
         distribution partners and licensees.

         "Targeted Impressions" means (a) any Impressions within the Kids & Family, Health, Living, or Shopping Channels; (b) other Impressions
         that appear in context within editorial content or tools provided
         by the Company (for example, a "calorie counter" feature); (c)
         Impressions within email newsletters distributed pursuant to
         Section 3.4; (d) Impressions within My Snap!, as contemplated by
         Section 3.5; and (e) Keyword banner Impressions delivered pursuant
         to Section 3.6.

         "Term" means the term of this Agreement, as set forth in Section 5.


                                     2





         "User" means a user of the Snap Site.

3.       Promotions.

         3.1      Promotions within the Health Channel.

                  3.1.1    During the Term, the Company will have the
                           exclusive right to program the Content Portal on
                           the front page of the Health Center with health
                           related content from its Better Health site or
                           any successor Web site thereto ("Better Health"),
                           as well as health related content from the
                           ivillage.com Site, subject to the reasonable
                           discretion of a Snap producer.

                  3.1.2    Subject to the mutual agreement of the parties,
                           to the extent Snap reasonably deems it to be
                           appropriate editorially, Snap may include other
                           Promotions for Better Health throughout the
                           Health Center and may provide additional
                           opportunities for the Company to provide content
                           from the Better Health site for display within
                           the Health Channel. 

                  3.1.3    Notwithstanding the foregoing or anything herein
                           to the contrary, the parties mutually agree that
                           the Company's content will appear in the Health
                           Center 31 days after Snap gives notice to the
                           content providers currently in such center, which
                           notice will be given within 10 days following the
                           execution of this Agreement. 

         3.2      Promotions within the Kids and Family Channel

                  3.2.1    During the Term, the Company will have the
                           exclusive right to program the Content Portals on
                           the front pages of the Family Center and the
                           Parenting Center with content from its Parent
                           Soup site, subject to the reasonable discretion
                           of a Snap producer.

                  3.2.2    Subject to the mutual agreement of the parties,
                           to the extent Snap reasonably deems it to be
                           appropriate editorially, Snap may include other
                           Promotions for Parent Soup throughout the Family
                           Center and the Parenting Center and may provide
                           additional opportunities for the Company to
                           provide content from the Parent Soup site for
                           display on the Snap Site. 

         3.3      Promotions for iBaby. Snap shall, subject to Snap's
                  discretion include Promotions for the Company's iBaby site
                  throughout the Kids and Family, Health, Living and
                  Shopping Channels, and Snap may provide additional
                  opportunities for the Company to provide content from the
                  iBaby site for display on the Snap Site, including working
                  with Snap to create a Baby Shop.

         3.4      Newsletters. If Snap develops an area where Users can
                  register for e-mail newsletters from third party content
                  providers, Snap will provide the Company a reasonable
                  opportunity to offer a newsletter to Users through such
                  area. 


                                     3





         3.5      Promotions for My Snap!. The Company's Better Health and
                  Parent Soup content and links will be included as an
                  initial default option for Snap's "My Snap!" personalized
                  home page, meaning that initial default links for Better
                  Health and Parent Soup will automatically appear on the My
                  Snap! start page for each first time User. All Company
                  content linked to from within My Snap! will be hosted in
                  its entirety by Snap!. 

         3.6      Keyword Banners. The Company will receive [*]% of the
                  banner advertisements served on search results pages that
                  result from searches that include any of the 30 search
                  terms identified in Exhibit A. 
                                      ---------

         3.7      Best Labels. To the extent Snap deems it to be appropriate
                  editorially, links to Company Sites included within Snap
                  search results will include a "Best" editorial label. 

         3.8      Snap may provide standard Promotions throughout the Snap Site
                  in an amount sufficient to meet the minimum impressions in
                  Section  3.9. The Company may request any reasonable 
                  reallocation of the location and type of the Promotions 
                  subject to Snap's then-current inventory availability. Snap
                  shall not charge the Company any extra fees for such requested
                  reallocations of Promotions if they are equivalent in value to
                  those that would otherwise be provided by Snap hereunder. 

         3.9      Minimum Impressions.

                  3.9.1    During the first year of the Term, Snap will
                           deliver a total of at least [*] Impressions. Snap
                           will deliver [*] additional Impressions at no
                           additional charge on a run-of-site basis.

                  3.9.2    During the second year of the Term, Snap will
                           deliver a total of at least [*] Impressions. Snap
                           will deliver [*] additional Impressions at no
                           additional charge on a run-of-site basis. 

                  3.9.3    In each year of the of the Term, at least [*]% of
                           the minimum number of Impressions will be
                           Targeted Impressions. Of the remaining minimum
                           number of Impressions, at least half will be
                           displayed within Agreed Channels. The remaining
                           Impressions may be untargeted and may appear
                           anywhere within the Snap Site (for example,
                           run-of-site banner advertisements).
                           Notwithstanding these minimum requirements, Snap
                           will endeavor to deliver a larger percentage of
                           Targeted Impressions during the Term, subject to
                           Snap's discretion. 

                  3.9.4    If Snap does not deliver the required number of
                           Impressions during any year of the Term, Snap
                           will have an additional three months to deliver
                           such Impressions (together with any other
                           Impressions otherwise required during such three
                           month period hereunder) on the Snap Site. Such
                           Impressions delivered during this three month
                           period shall be allocated to the appropriate
                           category, (i.e. targeted or untargeted) to
                           fulfill the impressions guarantee pursuant to
                           Section 3.9.3. 


                                     4





                  3.9.5    If Snap does not deliver the required number of
                           Impressions during the additional three month
                           period described in Section 3.9.4, Snap will have
                           a second three month period to deliver such
                           Impressions (together with any other Impressions
                           otherwise required during such three month period
                           hereunder) on the Snap Site or any other Internet
                           site operated by CNET, Inc. or the National
                           Broadcasting Company, Inc. or their affiliates,
                           subject (in the case of sites other than the Snap
                           Site) to the Company's prior consent, which shall
                           not be unreasonably withheld, and provided that
                           such substituted Impressions are substantially
                           equivalent in value. 

4.       Exclusivity.

         4.1      Content provided by On Health, Women.com and Oxygen
                  (individually, a "Competitor") will not constitute, in the
                  aggregate, more than [*]% of the total content provided on
                  the front page of the Health Center; the aforementioned
                  notwithstanding, each Competitor may provide not more than
                  [*]% of the total content on that page. In addition Snap
                  will agree not to receive any payment for such content.
                  Promotions for On Health, Women.com and Oxygen will not
                  constitute, in the aggregate, more than [*]% of the total
                  number of Promotions displayed within the Health Center of
                  Snap.

         4.2      Content provided by Home Arts and Oxygen (individually, a
                  "Competitor") will not constitute, in the aggregate, more
                  than [*]% of the total content provided on the front page
                  of the Family Center or the Parenting Center; the
                  aforementioned notwithstanding, each Competitor may
                  provide not more than [*% of the total content on that
                  page. In addition Snap will agree not to receive any
                  payment for such content. Promotions for Home Arts and
                  Oxygen will not constitute, in the aggregate, more than
                  [*]% of the total number of Promotions displayed on the
                  front page of the Family Center or the Parenting Center.

         4.3      For purposes of this Section 4, the percentage of content
                  provided on a page will be measured based on the total
                  area of the page on which such content appears. In the
                  event that Snap plans to offer any Competitor an editorial
                  or promotional opportunity, other than standard media buys
                  that are up to three months, or aggregation and selection
                  of content, provided such content is not paid for, in
                  connection with the Health Center, Family Center or
                  Parenting Center, Snap agrees to provide the Company with
                  such opportunity first Notwithstanding the foregoing,
                  Company shall, at all times during the Term of this
                  Agreement, be the preferred provider of content and
                  promotions throughout those areas of the Snap Site which
                  are set forth herein, the Health Center, Family Center and
                  Parenting Center. 

5.       Payments.

         5.1      First Year. The Company will pay Snap a total of 
                  $[*] with respect to the first year of the Term, as
                  follows:


                                     5





                  5.1.1    The Company will pay Snap a one time development
                           fee of $[*] for content integration payable
                           within five days after execution of this
                           Agreement;

                  5.1.2    The Company will pay Snap an annual slotting fee
                           of $[*] for carriage of the Promotions within
                           the Snap Site, payable in twelve equal monthly
                           installments, within 30 days of each month; and
                           
                  5.1.3    The Company will pay Snap a partnership fee of
                           $[*], payable in the following installments
                           by the fifth day of each calendar month:

                           5.1.3.1  $[*] per month during months 1-6
                                    of the Term

                           5.1.3.2  $[*] per month during months 7-12
                                    of the Term

         5.2      Second Year. The Company will pay Snap a total of 
                  $[*] with respect to the second year of the Term, as
                  follows:

                  5.2.1    The Company will pay Snap an annual slotting fee
                           of $[*] for carriage of the Promotions within
                           the Snap Site, payable in twelve equal monthly
                           installments, within 30 days of each month; and

                  5.2.2    The Company will pay Snap a partnership fee of 
                           $[*] payable in equal monthly
                           installments of $[*] by the fifth day of
                           each calendar month. 

         5.3      Revenue Sharing. The Company will pay to Snap an amount
                  equal to [*]% of all gross margin earned by the Company
                  from sales made through the Company's iBaby site to
                  Referral Users. Such revenue sharing will be payable
                  monthly, simultaneously with delivery of the monthly
                  reports referenced in Section 8.2, which will support the
                  Company's calculation of the required payment for the
                  preceding month.

         5.4      Required payments hereunder will be made by check or wire
                  transfer of immediately available funds as reasonably
                  directed by Snap. 

         5.5      Notwithstanding the foregoing: if Snap has not delivered:
                  (i) [*] impressions on or before the date that is
                  six months from this Agreement then Snap and the Company
                  will meet in good faith within 30 days of that time to
                  re-negotiate the agreement; if no agreement is reached
                  after that time, the Company may terminate the agreement,
                  or (ii) [*] impressions (based on the proportions
                  described in section 3.9 including the additional
                  impressions as referenced in section 3.9.1 and section
                  3.9.2.), on or after the date that is twelve months from
                  the date of this agreement the Company may terminate the
                  agreement. 

         5.6      Snap Results Pages. Snap will pay the Company a standard
                  monthly fee based on the daily average number of Snap
                  Results Pages delivered to users. Such fee will be
                  calculated as follows: (1) divide the total number of Snap
                  Results Pages for the 


                                     6






                  month by the number of days in the month, (2) divide the
                  result by [*], (3) multiply the result by the appropriate
                  Guaranteed Daily CPM as set forth below, and (4) multiply
                  the result by the number of days in the month. For
                  example, if the Company's Snap Box produces a total of
                  [*] Snap Results Pages for June, the monthly fee for
                  June will be calculated by the following formula: ((([*]
                  / [*]) / [*]) * $[*]) = $[*] = $[*]. Thus, Snap will
                  pay the Company $[*] for [*] Snap Results.

                     Average Number of
                     Daily Snap Results Pages          Guaranteed Daily CPM
                     ------------------------          --------------------
           
                     [*]                              $[*]
                     [*]                              $[*]
                     [*]                              $[*]
                     [*]                              $[*]
                     [*]                              $[*]
                     [*]                              $[*]

6.       Design of the Promotions and Operation of the Company Site and Snap
         Site

         6.1      Snap and the Company will cooperate in good faith to
                  create an "implementation team," which will include an
                  account manager designated by Snap and an appropriate
                  representative of the Company, to oversee the creation and
                  delivery of the Promotions contemplated by this Agreement.

         6.2      The Company will design any graphics and other materials
                  required for the Promotions and will supply digital copies
                  of such materials to Snap. Such materials will be designed
                  and delivered in accordance with Snap's technical and
                  editorial guidelines as defined in Exhibit B, as may be
                  changed from time to time and communicated by Snap to the
                  Company. Snap will provide reasonable assistance to the
                  Company in connection with the design and delivery of such
                  materials. 

         6.3      On each page of a Company Site to which Users are linked
                  from the Promotions, the Company will display a button or
                  other graphical link to be provided by Snap, which links
                  back to the default Snap Site. All such links on the
                  Company Sites will be displayed Above the Fold. Snap
                  agrees not to specifically target (separately from the
                  general database of Snap Users) any Users who access the
                  Snap Site through such links. 

         6.4      Both parties will be responsible for ensuring that each
                  URL provided to the other party for use as set forth in
                  this Agreement, takes the User to the appropriate area
                  within the respective site and that each party's site
                  functions with reasonable reliability and in a
                  commercially reasonable manner throughout the Term. In
                  particular, both parties agree that each party's
                  respective site will comply with the following performance
                  standards throughout the Term: 


                                      7







                  6.4.1    Each party's site will be operational and fully
                           functional in all material respects (i.e. capable
                           of displaying information and conducting
                           transactions as contemplated in the ordinary
                           course of business) at least 97% of the time
                           during any 30 day period.

                  6.4.2    The average time required to start displaying the
                           HTML on a page of a party's site after a link
                           from the other party's shall not exceed a daily
                           average of three seconds, and the average time
                           required to deliver an entire page of a party's
                           site over the open Internet shall not exceed a
                           daily average of six seconds. For measurements
                           required in this Paragraph, both parties may
                           assume standard T1 connectivity to the Internet.
                           
                  6.4.3    Without limiting the effect of Paragraphs 6.4.1
                           and 6.4.2 above, the Company shall provide to
                           Users coming to the Company Sites from the
                           Promotions at least the same level of service as
                           is offered to Users coming directly to such
                           Company Sites. 

                  6.4.4    The Company Sites e shall not, to the best of the
                           Company's knowledge: (a) contain defamatory or
                           libelous material or material which discloses
                           private or personal matters concerning any
                           person, without such person's consent; (b) permit
                           to appear or be uploaded any messages, data,
                           images or programs which are illegal, contain
                           nudity or sexually explicit content or are, by
                           law, obscene, profane or pornographic; or (c)
                           permit to appear or be uploaded any messages,
                           data, images or programs that would knowingly or
                           intentionally (which includes imputed intent)
                           violate the property rights of others, including
                           unauthorized copyrighted text, images or
                           programs, trade secrets or other confidential
                           proprietary information, or trademarks or service
                           marks used in an infringing fashion. 

                  6.4.5    If any of the performance standards set forth
                           above are not met by either party with respect to
                           that party's site, the other party may, after
                           notifying the violating party, remove any or all
                           links to such party's, at the non violating
                           party's sole discretion. If a party's site fails
                           to operate fully and functionally in any material
                           respect for any period of four or more
                           consecutive hours, even if otherwise in
                           compliance with the performance standards, the
                           other party may, after notifying the violating
                           party, remove any or all links to such violating
                           party's site, at the non-violating party's sole
                           discretion, until such time as the violating
                           party notifies the non-violating party that such
                           site has resumed acceptable operation. These
                           remedies are for each party's editorial purposes
                           and in no way limit either party's ability to
                           terminate this contract or pursue any other
                           remedies hereunder in the event the performance
                           standards set forth herein are not met. 


                                     8






7.       Termination.

         7.1      The term of this Agreement (the "Term") will begin on the
                  date hereof and will end on the second anniversary of the
                  date hereof, unless otherwise terminated or extended as
                  provided in this Agreement.

         7.2      If either party commits a material breach of its
                  obligations hereunder that is not cured within 30 days
                  after notice thereof from the non-breaching party, the
                  non-breaching party may terminate this Agreement at any
                  time by giving written notice of termination to the
                  breaching party (or ten days in the event of non-payment).

         7.3      The provisions of Sections 12, 13 and 14 and any payment
                  obligations arising prior to termination will survive any
                  termination of this Agreement. 

8.       Reporting.

         8.1      Within 30 days after the end of each calendar month during
                  the Term, Snap will provide to the Company standard
                  advertising reports, as generally offered by Snap, with
                  respect to the Promotions.

         8.2      Within 30 days after the end of each calendar month during
                  the Term, the Company will provide to Snap a report
                  indicating (a) the number of Users who access any Company
                  Site by clicking on a link embedded within a Promotion
                  delivered by Snap hereunder, in the aggregate and for each
                  Company Site, and (b) the total revenues and gross profit
                  earned by the Company from sales made through the
                  Company's iBaby site to such Users. The Company will
                  obtain such data by tagging each User who accesses any
                  Company Site through a Promotion using a cookie or other
                  similar technology, as agreed upon by the parties. 

9.       User Data.

         The Company will be the sole owner of any information that the
         Company collects from Users through the Company Sites, and Snap
         will be the sole owner of any information that Snap collects from
         Users through the Snap Site. Notwithstanding the foregoing and
         subject to the provisions of Section 14.8, each party will have the
         unrestricted right and license to use any information provided by
         the other party pursuant to Section 7.

10.      Company Integration of Snap.

         10.1     The Company will feature a Snap Box as a part of the front
                  page of each of the Company Sites and throughout the
                  Company Sites as appropriate, the design, size and
                  positioning of which will be mutually agreed upon by Snap
                  and the Company, provided that the Snap Box appear above
                  the fold. Snap will pay the Company for Snap Results Pages
                  as provided in Section 5.6, above.


                                     9





         10.2     The Snap Results Pages delivered to users as a result of a
                  query from Company's Snap Box will be co-branded edition
                  of the Snap Service located at www.snap.com. 

         10.3     On each page of a Snap Site to which Users are linked from
                  the Company Site, Snap will display a mutually agreed upon
                  button or other graphical link to be provided by the
                  Company, which links back to the default Company Site. All
                  such links on the Snap Site will be displayed Above the
                  Fold. Company agrees not to specifically target
                  (separately from the general database of Company Users)
                  any Users who access the Company Site through such links.

11.      Trademark Licenses.

         11.1     The Company hereby grants to Snap a non-exclusive,
                  royalty-free license, effective throughout the Term, to
                  use, display and publish the Company Marks solely within
                  the Promotions. Any use of the Company Marks by Snap must
                  comply with any reasonable usage guidelines communicated
                  by the Company to Snap from time to time. Nothing
                  contained in this Agreement will give Snap any right,
                  title or interest in or to the Company Marks or the
                  goodwill associated therewith, except for the limited
                  usage rights expressly provided above. Snap acknowledges
                  and agrees that, as between the Company and Snap, the
                  Company is the sole owner of all rights in and to the
                  Company Marks.

         11.2     Snap hereby grants to the Company a non-exclusive, royalty
                  free license, effective throughout the Term, to use,
                  display and publish the Snap Marks solely within the
                  Company Sites as provided in Section 8 above. Any use of
                  the Snap Marks by the Company must comply with any
                  reasonable usage guidelines communicated to the Company by
                  Snap from time to time. Nothing contained in this
                  Agreement will give the Company any right, title or
                  interest in or to the Snap Marks or the goodwill
                  associated therewith, except for the limited usage rights
                  expressly provided above. The Company acknowledges and
                  agrees that, as between the Company and Snap, Snap is the
                  sole owner of all rights in and to the Snap Marks. 

12.      Responsibility for the Products.

         The Company acknowledges and agrees that, as between the Company
         and Snap, the Company will be solely responsible for any claims or
         other losses associated with or resulting from the marketing or
         operation of the Company Sites or the offer or sale of any Products
         by the Company or through the Company Sites. Snap is not authorized
         to make, and agrees not to make, any representations or warranties
         concerning the Company Sites or the Products, except to the extent
         (if any) contained within Promotions delivered to Snap by the
         Company or approved by the Company.

13.      Mutual Indemnification.

         13.1     Indemnification by Snap. Snap shall indemnify and hold the
                  Company harmless from and against any costs, losses,
                  liabilities and expenses, including all court 


                                     10





                  costs, reasonable expenses and reasonable attorney's fees
                  (collectively, "Losses") that the Company may suffer,
                  incur or be subjected to by reason of any legal action,
                  proceeding, arbitration or other claim by a third party,
                  whether commenced or threatened, arising out of or as a
                  result of any claims of infringement or misappropriation
                  of intellectual property rights, or arising from the
                  operation of Snap Site.

         13.2     Indemnification by the Company. The Company shall
                  indemnify and hold Snap harmless from and against any
                  Losses that Snap may suffer, incur or be subjected to by
                  reason of any legal action, proceeding, arbitration or
                  other claim by a third party, whether commenced or
                  threatened, arising out of or as a result of (a) the use
                  of the Company Marks by Snap in accordance with this
                  Agreement; (b) any content provided by the Company to Snap
                  for display on the Snap Site; (c) the operation of the
                  Company Sites; or (e) the offer or sale of any Products by
                  the Company or through the Company Sites. 

         13.3     Indemnification Procedures. If any party entitled to
                  indemnification under this Section (an "Indemnified
                  Party") makes an indemnification request to the other, the
                  Indemnified Party shall permit the other party (the
                  "Indemnifying Party") to control the defense, disposition
                  or settlement of the matter at its own expense; provided
                  that the Indemnifying Party shall not, without the consent
                  of the Indemnified Party enter into any settlement or
                  agree to any disposition that imposes an obligation on the
                  Indemnified Party that is not wholly discharged or
                  dischargeable by the Indemnifying Party, or imposes any
                  conditions or obligations on the Indemnified Party other
                  than the payment of monies that are readily measurable for
                  purposes of determining the monetary indemnification or
                  reimbursement obligations of Indemnifying Party. The
                  Indemnified Party shall notify Indemnifying Party promptly
                  of any claim for which Indemnifying Party is responsible
                  and shall cooperate with Indemnifying Party in every
                  commercially reasonable way to facilitate defense of any
                  such claim; provided that the Indemnified Party's failure
                  to notify Indemnifying Party shall not diminish
                  Indemnifying Party's obligations under this Section except
                  to the extent that Indemnifying Party is materially
                  prejudiced as a result of such failure. An Indemnified
                  Party shall at all times have the option to participate in
                  any matter or litigation through counsel of its own
                  selection and at its own expense. 

14.      Miscellaneous.

         14.1     Women's Channel. If, during the Tenn, Snap creates a
                  Women's Channel or a Women's resource center, Snap will
                  negotiate in good faith with the Company, for at least 15
                  days before negotiating with any third party, concerning
                  the terms on which the Company could provide content or
                  receive branding within such channel or resource center.
                  Should Snap and the Company agree on such terms then, as
                  part of that agreement, (i) content provided by Women.com,
                  Home Arts and Oxygen 


                                     11





                  will not constitute, in the aggregate, more than 40% of
                  the total content provided within the Women's Channel or
                  Women's resource center, as the case may be; (ii) content
                  provided by Women.com, Home Arts and Oxygen will not
                  constitute individually more than 25% of the total content
                  in the Women's Channel or Women's resource center, and
                  (iii) promotions for Women.com, Home Arts and Oxygen will
                  not constitute, in the aggregate, more than 50% of the
                  total number of Promotions displayed within the Women's
                  Channel or Women's resource center, provided that each
                  company's promotions may not constitute more than 25% of
                  the total Promotions displayed within the Women's Channel
                  or Women's resource center; and (iv) the Company shall at
                  all times during the term of the agreement be the
                  preferred provider of content and promotions throughout
                  such Women's Channel.

         14.2     LIMITATION OF DAMAGES. NEITHER PARTY WILL BE LIABLE FOR
                  ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES
                  ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER
                  CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING
                  NEGLIGENCE), AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF
                  THE POSSIBILITY OF SUCH DAMAGES. FURTHER, EXCEPT FOR ANY
                  CLAIM FOR INDEMNIFICATION ARISING UNDER SECTION 13 ABOVE,
                  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR DAMAGES IN
                  EXCESS OF THE TOTAL PAYMENTS REQUIRED TO BE MADE UNDER
                  THIS AGREEMENT. 

         14.3     Assignment. Snap may not assign this Agreement, except (a)
                  in connection with the transfer of substantially all of
                  the business operations of Snap (whether by asset sale,
                  stock sale, merger or otherwise); (b) to an affiliate of
                  Snap; or (c) with the written permission of the Company,
                  which will not be unreasonably withheld. The Company may
                  not assign this Agreement, except with the written
                  permission of Snap, which will not be unreasonably
                  withheld or delayed. 

         14.4     Relationship of Parties. This Agreement will not be
                  construed to create a joint venture, partnership or the
                  relationship of principal and agent between the parties
                  hereto, nor to impose upon either party any obligations
                  for any losses, debts or other obligations incurred by the
                  other party except as expressly set forth herein. 

         14.5     Entire Agreement. This Agreement constitutes and contains
                  the entire agreement between the parties with respect to
                  the subject matter hereof and supersedes any prior oral or
                  written agreements. This Agreement may not be amended
                  except in writing signed by both parties. Each party
                  acknowledges and agrees that the other has not made any
                  representations, warranties or agreements of any kind,
                  except as expressly set forth herein. 

         14.6     Audit Rights. Each party will have the right to engage an
                  independent third party to audit the books and records of
                  the other party relevant to the quantification of the
                  Promotions, not more than once per year during the term of
                  this Agreement, and upon not less than thirty (15) days
                  written notice and during normal business hours, and the
                  other party will provide reasonable cooperation in
                  connection with any such audit. The party requesting the
                  audit will pay all expenses of the auditor 


                                     12





                  unless the audit reveals an underpayment by the other
                  party of more than 5%, in which case the other party will
                  reimburse all reasonable expenses of the auditor. 

         14.7     Applicable Law. This Agreement will be construed in
                  accordance with and governed by the laws of the State of
                  California, without regard to principles of conflicts of
                  law. 

         14.8     Confidentiality. In connection with the activities
                  contemplated by this Agreement, each party may have access
                  to confidential or proprietary technical or business
                  information of the other party, including without
                  limitation (a) proposals, ideas or research related to
                  possible new products or services; (b) financial
                  information; and (c) the material terms of the
                  relationship between the parties (collectively,
                  "Confidential Information"). Each party will take
                  reasonable precautions to protect the confidentiality of
                  the other party's Confidential Information, which
                  precautions will be at least equivalent to those taken by
                  such party to protect its own Confidential Information.
                  Except as required by law or as necessary to perform under
                  this Agreement, neither party will knowingly disclose the
                  Confidential Information of the other party or use such
                  Confidential Information for the benefit of any third
                  party. Each party's obligations in this Section with
                  respect to any portion of the other party's Confidential
                  Information shall terminate when the party seeking to
                  avoid its obligation under this Section can document that:
                  (i) it was in the public domain at or subsequent to the
                  time it was communicated to the receiving party
                  ("Recipient") by the disclosing party (`Discloser")
                  through no fault of Recipient; (ii) it was rightfully in
                  Recipient's possession free of any obligation of
                  confidence at or subsequent to the time it was
                  communicated to Recipient by Discloser; (iii) it was
                  developed by employees or agents of Recipient
                  independently of and without reference to any information
                  communicated to Recipient by Discloser; (iv) it was
                  communicated by the Discloser to an unaffiliated third
                  party free of any obligation or confidence; or (v) the
                  communication was in response to a valid order by a court
                  or other governmental body, was otherwise required by law
                  or was necessary to establish the rights of either party
                  under this Agreement. 

         14.9     Press Release. Each party may issue a press release
                  concerning the business relationship contemplated in this
                  Agreement, provided that the other party has had a
                  reasonable opportunity to review and comment on its press
                  release, and agreed on the content of the release either
                  verbally or in writing. In addition, each party will
                  provide an appropriate quote from one of its senior
                  executive officers for use in the other party's release.

         14.10    Illustrations. All Illustrations attached to the Exhibits
                  are for illustrative purposes only and shall not be deemed
                  to bind, obligate or restrict either party from making
                  reasonable changes in such party's discretion. 

         14.11    Attorney Fees. In any action or suit to enforce any right
                  or remedy under this Agreement or to interpret any
                  provision of this Agreement, the prevailing party shall be
                  entitled to recover its costs, including reasonable
                  attorneys' fees. 


                                     13





         14.12    Dispute Resolution. In the event that any dispute arises
                  hereunder, the parties agree that prior to commencing
                  litigation, arbitration, or any other legal proceeding,
                  each party shall send an officer of such party to
                  negotiate a resolution of the dispute in good faith at a
                  time and place as may be mutually agreed. Each officer
                  shall have the power to bind its respective party in all
                  material respects related to the dispute.


                                     14





IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first written above.

SNAP, LLC                                  iVILLAGE, INC.



By:    /s/ Edmund Sanctis                  By:   /s/ Steve Elkes
       ---------------------------               ------------------------------


Name:      Edmund Sanctis                  Name:     Steve Elkes 
       ---------------------------               ------------------------------


Title:     C.O.O.                          Title:   V.P. Business Affairs
       ---------------------------               ------------------------------


                                      15




                                  Exhibit A

                                  Keywords

babies
baby
baby products 
baby store 
babyname 
babynames 
birth 
breast feeding 
car seat
exercise 
expecting 
fitness 
health 
healthcare 
healthy 
maternity 
menopause
mother 
name 
names 
osteoporosis 
parenting 
parents 
pregnant 
pregnancy 
pregnant
prevention 
stroller


                                      16




                                  Exhibit B

                Snap Editorial Guidelines for Partner Content
                           (as of September 1998)

Editorial Suggestions
---------------------

Provide content that is inherently informative or useful in itself, rather
than strictly a promotion for content on your site. Feel free to include as
many links to your site as you want, but they should be related to the
content you are providing. An exception would be your logo link, which
should link to your site's main home page.

Editorial Requirements
----------------------

All content or other materials provided to Snap must adhere to Snap's
editorial guidelines. These guidelines include, without limitation, a
prohibition on direct links from the applicable site to pornographic or
illegal material, and a prohibition on the advertising of firearms or
pornographic products or services from within Snap. Snap prohibits any
obscene, indecent, or profane language. Snap requires that all content
should be factually correct.

Links in your content must only point to the site from which the content was
harvested. Links must take the user directly to the content which they
describe. For example, links must not lead users through advertisements on
the way to the content. No interstitial advertisements. No pop-up
advertisements.

Content must be relevant to the Topic. It must also be relevant to the point
and time. This does not mean that content must be updated at a particular
rate. However, whatever content is live at any given time must be completely
relevant. The content must include your brand, either as text or a graphic.
A logo graphic should contain the brand name and the ALT text for the
graphic must give the brand name.

The content linked to from your page must be free to Snap users, and initial
registration or subscription must not be required. However, you are free to
use content pages on your own site (not hosted by Snap) to up sell
subscription or registration-required content. (example: "For more
headlines, click here to subscribe.")

Advertisements within your content are not allowed. Your information must be
content, not an advertisement for your site or brand or any other
site/brand.

General Notes & Standards
-------------------------

Snap is willing to discuss modifications to the policies stated in these
documents; however, all exceptions must be approved by the Snap Executive
Producer. Snap may change these Content Page specifications and requirements
at any time, with reasonable notice given to the Provider.

                                      17