Interactive Services Agreement - America Online Inc. and iVillage Inc.


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                         INTERACTIVE SERVICES AGREEMENT

     This agreement (the "Agreement"), effective as of July 1, 1997 (the
"Effective Date"), is made and entered into by and between America Online, Inc.
(AOL), a Delaware corporation, with its principal offices at 22000 AOL Way,
Duties, Virginia 20166, and iVillage, Inc. (collectively. "Interactive Content
Provider" or "ICP"), a Delaware corporation, with its principal offices at 170
Fifth Avenue, 4th Floor, New York, New York 10010 (each a "Party" and
collectively the "Parties").

                                  INTRODUCTION

     AOL and ICP each desires that AOL provide access to the ICP Sites (as
defined below) through the AOL Network (as defined below), subject to the terms
and conditions set forth in this Agreement. Defined terms used but not defined
in the body of this Agreement or in Exhibit D shall be as defined on Exhibit C
attached hereto.

                                      TERMS

1.    DISTRIBUTION; PROGRAMMING

      1.1   Anchor Tenancy. Beginning on the applicable Launch Date and
            continuing during the Term, ICP shall receive anchor tenant
            distribution within the AOL Service, as follows: AOL shall (a) place
            ICP logos or banners throughout the AOL Service as specified on
            Exhibit A, such logos or banners to all link directly to the
            applicable Welcome Mat; (b) provide ICP with the keywords specified
            on Exhibit A-1 hereto (provided that (i) AOL shall have the right to
            discontinue provision to ICP of any "generic" keywords specified on
            Exhibit A-1 on 30 days notice and (ii) ICP may submit for AOL's
            approval (not to be unreasonably withheld) any other trademarks of
            ICP as potential additional keywords), which shall Link to the
            applicable Welcome Mat; and (c) list "Parent Soup," "About Work,"
            "Better Health," and "About Life" in AOL's "Directory of Services"
            and "Find" features. The placements specified in Exhibit A shall be
            comparable to the placement of other standard anchor tenants on the
            relevant screens.

            1.1.1 Changes to AOL Service. AOL reserves the right to redesign or
                  modify the organization, structure, "look and feel,"
                  navigation and other elements of the AOL Service. If AOL
                  implements changes and modifications to the screens specified
                  in Exhibit A in a manner that substantially modifies the
                  nature of the placements for ICP described above in an adverse
                  fashion, AOL will work with ICP in good faith to provide ICP
                  with a comparable package of placements which are reasonably
                  satisfactory to ICP.

            1.1.2 Further Carriage Negotiation. AOL and ICP will whenever
                  appropriate and in good faith negotiate terms and conditions
                  regarding (a) anchor tenant placement of ICP's "About Work"
                  property in the AOL Service Workplace channel main screen, and
                  (b) carriage of appropriate ICP properties through AOL.com.

            1.1.3 Discontinuation of ICP properties. If ICP discontinues
                  provision of any property specified on Exhibit A, ICP shall
                  continue to be obligated to pay AOL the full carriage fee
                  specified in Section 1.5, provided that ICP and AOL shall
                  negotiate in good faith for a "make-good" provision to ICP for
                  the discontinued property, which may include carriage for
                  another ICP property or provision to ICP of remnant AOL ad
                  inventory. Any such "make-good" provision shall occur during
                  the term of this Agreement.

      1.2   ICP Sites. The ICP Sites shall consist of the Content described on
            Exhibit B hereto. The Content shall be produced in a mixture of HTML
            and AOL's "Rainman" production format, as specified on Exhibit B.
            For the purposes of this Agreement, (a) the ICP Sites (or portions
            or areas thereof) that are located on the AOL Network shall be
            referred to herein as the "AOL Sites," (b) and the ICP Sites (or
            portions or areas thereof) that are located on the world wide web
            portion of the Internet





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            shall be referred to herein as the "ICP Internet Sites." ICP shall
            develop the design of the AOL Sites in consultation with AOL and in
            accordance with any standard design and content publishing 
            guidelines provided to ICP by AOL (including, without limitation,
            any HTML publishing guidelines). ICP shall not authorize or permit
            any third party to distribute any other Content of ICP through the
            AOL Network absent AOL's prior written approval (not to be
            unreasonably withheld or delayed). The inclusion of any additional
            Content for distribution through the AOL Network (including, without
            limitation, any features, functionality or technology) not expressly
            described on Exhibit B shall be subject to AOL's prior approval (not
            to be unreasonably withheld or delayed), provided that any material
            additions to Exhibit B shall require AOL's prior written approval
            (not to be unreasonably withheld or delayed). ICP shall provide
            Exhibit B to AOL in writing within ten (10) business days from the
            date of execution of the Agreement, provided that AOL shall have
            prior reasonable approval rights for such Exhibit B.

      1.3   License. ICP hereby grants AOL a worldwide license to use, market,
            license, store, distribute, display, communicate, perform, transmit,
            and promote the ICP Sites and the Licensed Content contained therein
            (or any portion thereof) through such areas or features of the AOL
            Network as deems appropriate, including without limitation the right
            to integrate Content from the ICP Internet Sites by linking to
            specific areas on the ICP Sites. Without limiting the generality of
            the foregoing, to the extent AOL wishes to distribute the Licensed
            Content through a product or service separate and distinct from the
            AOL Service (each an "Additional AOL Product"): (i) AOL shall
            provide ICP with prior written notice of the Additional AOL Product
            through which the Licensed Content will be made available; and (ii)
            any changes in the form or presentation of the Licensed Content
            within the Additional AOL Product shall be subject to ICP's
            approval, which shall not be unreasonably withheld or delayed. AOL
            shall not be required to pay any additional fees or other forms of
            compensation in connection with distribution of the Licensed Content
            through any such Additional AOL Product.

      1.4   Management of ICP Internet Sites. ICP shall be responsible for any
            hosting or communication costs associated with the ICP Internet
            Sites (including, without limitation, the costs associated with (i)
            any agreed-upon direct connections between the AOL Network and the
            ICP Internet Sites or (ii) a mirrored version of the ICP Internet
            Sites). AOL Members shall not be required to go through a
            registration process (or any similar process) in order to access and
            use the ICP Sites, provided that if ICP elects to have all users of
            ICP Internet Sites go through a registration and subscription
            process (or other similar process) in order to access and use the
            sites, then ICP shall be permitted to require AOL Members to go
            through the identical process, provided, further, that (a) AOL
            Members shall not be required to go through any such registration
            process from a Welcome Mat, and (b) in any event the ICP Internet
            Sites shall contain a material amount of Content that is available
            without AOL Members having to go through any such registration
            process.

      1.5   (Carriage Fee. ICP shall pay AOL as follows:

            1.5.1 Cash Payment. Subject to Section 6. 1 relating to renewal of
                  this Agreement for an additional year from February 28, 1999:
                  (a) for the period September 1, 1997, through August 31, 1998,
                  ICP shall make monthly payments to AOL of [*] on the first day
                  of each month; and (b) for the period September 1, 1998,
                  through February 28, 1999 (the "Extension Period"), ICP shall
                  make monthly payments to AOL of $[*] on the first day of each
                  month, provided that, with respect to any anchor tenant
                  placement specified on Exhibit A, if as of September 1,1998,
                  the most recent price offered to and accepted by AOL as valid
                  for any such anchor tenant placement (e.g., for a continuous
                  and prominent logo or banner on the Families Screen) (an
                  "Offer") exceeds by [*]% or more the value for that placement
                  specified on Exhibit G, ICP shall pay AOL the difference
                  between the applicable value specified in Exhibit G and the
                  Offer, in a combination of cash and in-kind commitments,
                  subject to the following: (i) if AOL guarantees more
                  impressions associated with the relevant Offer then specified
                  herein, ICP


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                  shall receive such additional impressions; (ii) the proportion
                  of cash to in-kind commitments shall be determined by ICP but
                  at least [*]% of the additional amount payable to AOL shall be
                  in cash (e.g., if there is an Offer for $1,000,000 for a
                  continuous and prominent logo or banner on the Families
                  Screen, then ICP shall pay AOL an extra $250,000 during the
                  Extension Period, with no less than $[*] payable as cash
                  and $[*] payable as in-kind commitments); (iii) the value
                  placed by ICP on and schedule of any additional in-kind
                  commitments shall be subject to AOL's prior written approval
                  (not to be unreasonably withheld): (iv) any cash portion shall
                  be payable in equal monthly installments during the Extension
                  Period as an addition to the $[*] installments specified in
                  this subparagraph (b); and (v) any in-kind commitments must
                  occur during the Extension Period.

            1.5.2 In-Kind Programming and Promotion. Subject to adjustment 
                  during the Extension Period as specified in Section 1.5.1(b),
                  ICP shall provide AOL during the initial term with the
                  equivalent of $[*] made up of the in-kind commitments
                  specified on Exhibit F attached hereto in the amounts and with
                  the bona-fide values listed in such exhibit (the "ICP In-Kind
                  Commitments"). Without limiting any other rights or remedies
                  available to AOL, AOL's anchor tenant and impressions
                  commitments specified in Sections 1.1 and 1.6 herein are and
                  will be contingent upon provision by ICP of the ICP In-Kind
                  Commitments in accordance with Exhibit F.

      1.6   Impressions Guarantee. AOL shall provide ICP with at least
            [*] million Impressions per year from ICP presence on the
            AOL Network hereunder, as specified on Exhibit C hereto (the
            "Impressions Guarantee"). AOL shall use reasonable efforts to ensure
            that the Impressions Guarantee is delivered in relatively consistent
            amounts over the Term, measured on a quarterly basis, subject to
            seasonal, customary and other appropriate fluctuations. A minimum of
            [*]% of the Impressions Guarantee specified on Exhibit C for each
            screen placement listed thereon (other than the "Other" category to
            be determined in AOL's discretion, as listed on Exhibit G) shall be
            generated from the presence of ICP on the relevant screen, and the
            remaining impressions, if any, may be generated from ICP's presence
            on other appropriate screens on the AOL Network as AOL may determine
            in its discretion (e.g., for the placement of "Parent Soup" on the
            Families Screen, AOL shall provide ICP with a minimum of [*]
            Impressions from "Parent Soup's" presence on the Families Screen,
            and the remaining [*] Impressions, if any, may be generated
            from ICP's presence on other appropriate screens). For the purposes
            of this Section, ICP presence on an AOL screen shall conform to
            the specifications set forth on Exhibit E, provided that only
            screens that contain a link to an ICP Site or a Welcome Mat (or any
            portion thereof) will count against the Impressions Guarantee. The
            Term with respect to placement of a particular ICP property shall be
            extended without additional carriage fees payable by ICP until the
            relevant Impressions Guarantee is met.

2.    PROMOTION

      2.1   Cooperation. Each Party shall cooperate with and reasonably assist
            the other Party in supplying material for marketing and promotional
            activities.

      2.2   Interactive Site. ICP shall include the following promotions within
            each ICP Interactive Site during the Term: a continuous promotional
            banner for AOL appearing "above the fold" on the first screen of the
            ICP Interactive Site.

      2.3   Publications, etc. ICP shall use commercially reasonable efforts to
            prominently and regularly promote AOL and the ICP Sites availability
            through the AOL Service in publications, programs, features or other
            forms of media over which ICP exercises at least partial editorial
            control

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      2.4   Keyword. In any instances when ICP makes promotional reference to an
            ICP Interactive Site and exercises at least partial editorial
            control, including any listings of the applicable "URL(s)" for such
            web site(s) (each a "Web Reference"). ICP shall include a listing of
            the applicable AOL "keyword" of comparable prominence to the Web
            Reference.

      2.5   Preferred Access Provider.

            2.5.1 When promoting AOL, ICP shall use commercially reasonable
                  efforts to promote AOL as the preferred access provider
                  through which a user can access the ICP Sites (and ICP shall
                  not implement or authorize any other promotions on behalf of
                  any third parties which are inconsistent with the foregoing).

            2.5.2 With respect to any ICP Interactive Site accessible or
                  operating through any operating system (including without
                  limitation any Microsoft system) or through a channel or area
                  delivered through a "push" product such as the Pointcast
                  Network or interactive environment such as Microsoft's
                  proposed "Active Desktop" or Netscape's "Netcaster"(an
                  "Operating System"), ICP shall (a) include in any such ICP
                  Interactive Site a prominent "Try AOL" feature (and controls
                  and software provided by AOL relating to such feature) that
                  will cause a user of such site to link directly to AOL access
                  software located or present on or within the Operating System,
                  so that the user who already is an AOL Member or who does not
                  have Internet access will be connected to the AOL registration
                  screen, the AOL service, the AOL application setup program or
                  elsewhere as determined by AOL, and (b) use or support any AOL
                  provided software or feature that directs a user of such ICP
                  Interactive Site who does not have Internet access to the AOL
                  application setup program located or present on or within the
                  Operating System (instead of the Internet Referral Server or
                  any similar service or successor thereto). ICP's commitments
                  specified above shall be subject to any standard policies and
                  restrictions generally proscribed by the operator of the
                  Operating System.

      2.6   Direct Marketing. The Parties shall execute any commercially
            reasonable New Member acquisition programs, and ICP shall earn
            bounties for such programs, as specified described in Exhibit H
            attached hereto.

3.    REPORTING.

      3.1   Usage Data. AOL shall make available to ICP, on a property by
            property basis, a monthly report specifying for the prior month
            aggregate usage and Impressions with respect to ICP's presence on
            the AOL Network. In addition, to the extent AOL is caching the ICP
            Sites, AOL shall supply ICP with monthly reports, on a property by
            property basis, reflecting aggregate impressions by AOL Members to
            the cached version of the ICP Sites during the prior month. ICP will
            supply AOL with monthly reports, on a property by property basis,
            which reflect total impressions by AOL Members to Welcome Mats
            during the prior month and any transactions involving AOL Members at
            the ICP Sites during the period in question. ICP shall also provide
            AOL with "click-through" data with respect to the promotions
            specified in Section 2.

      3.2   Advertising Data. ICP shall provide detailed information to AOL
            regarding AOL Site Advertisements and Welcome Mat Advertisements
            (both as defined below in Section 4.1). In reporting any
            advertisement or promotion, ICP shall indicate the name of the
            advertiser, the term of the advertising arrangement and the amounts
            paid (or to be paid) to ICP or its agent(s).

      3.3   Promotional Commitments. ICP shall provide to AOL a monthly report
            documenting its compliance with any promotional commitments it has
            undertaken pursuant to Sections 1.5 and 2 in the form attached as
            Exhibit I hereto.

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      3.4   Payment Schedule. Except as otherwise specified herein, each Party
            agrees to pay the other Party all amounts received and owed to such
            other Party as described herein on a monthly basis within thirty
            (30) days of the end of the month in which such amounts were
            collected by such Party.

4.    ADVERTISING AND MERCHANDISING

      4.1   Advertising Rights. AOL owns all right, title and interest in and to
            the advertising and promotional spaces within the AOL Network
            (including, without limitation, advertising and promotional spaces
            on any AOL forms or pages which are included within, preceding,
            framing or otherwise associated with the ICP Sites). The specific
            advertising inventory within any such AOL forms or pages shall be as
            reasonably determined by AOL. With respect to the AOL Sites
            (including without limitation the Welcome Mats), AOL hereby grants
            ICP the sole right, subject to the terms hereof, to license or sell
            promotions, advertisements, links, pointers or similar services or
            rights in or through such AOL Sites ("AOL Site Advertisements"),
            subject to (i) AOL's approval for each AOL Site Advertisement (such
            approval not to be unreasonably delayed) and (ii) the Advertising
            Minimum. In addition, with respect to promotions, advertisements,
            links, pointers or similar services or rights in or through the
            Welcome Mats (not including screens linked from the Welcome Mats)
            ("Welcome Mat Advertisements"), which pursuant to the preceding
            sentence ICP has the sole right to license or sell, ICP shall pay
            AOL [*] percent ([*]%) of the Advertising Revenue with respect to
            such Welcome Mat Advertisements. If and when AOL makes its ad server
            technology generally available to third parties, AOL shall make such
            technology available for use by ICP with respect to the AOL Site
            Advertisements on AOL's then-standards terms and conditions.

      4.2   Advertising Policies. Any Welcome Mat advertisements or AOL Site
            Advertisements (collectively, "AOL Advertisements") sold by ICP or
            its agents shall be subject to AOL's then-standard advertising
            policies.

      4.3   Advertising Registration Form. In connection with the sale by ICP
            of any AOL Advertisement, ICP shall, in each instance, provide AOL
            with a completed standard AOL Advertising Registration Form relating
            to such AOL Advertisement. ICP shall take all reasonable steps
            necessary to ensure that any AOL Advertisement sold by ICP complies
            with all applicable federal, state and local laws and regulations.

      4.4   Advertising Packages. To the extent ICP sells a Welcome Mat
            Advertisement as part of an advertising package including multiple
            placement locations (e.g., both Welcome Mat and another area or
            site), ICP shall allocate the payment for such advertising package
            between or among such locations in an equitable fashion, subject to
            the Advertising Minimum. When selling advertising associated with
            the ICP Sites, ICP shall use commercially reasonable efforts to sell
            related advertising within the Welcome Mats. To the extent an
            advertisement is delivered through a dynamic mechanism primarily
            linked to particular AOL Members viewing such advertisement (rather
            than a defined space within the Welcome Mats), the amount of revenue
            from the advertisement allocable to Advertising Revenue shall be
            determined based on the number of impressions to the advertisement
            generated by AOL Members while viewing Content within the Welcome
            Mat relative to the total impressions to the advertisement during
            the given period (or such other formula as AOL may reasonably
            implement given the then-existing advertising models).

      4.5   Interactive Commerce. ICP's offer, sale or license of products or
            services (including surcharged services) shall be subject to the
            "Shopping Channel Promotional Agreement" between AOL and ICP dated
            as of October ___, 1997 (the "Commerce Agreement").

5.    CUSTOMIZATION OF SITES


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      5.1   Performance. ICP shall optimize the ICP Sites for distribution
            hereunder according to AOL specifications and guidelines (as
            indicated in (a), (b) and (c) below) to ensure that (i) the
            functionality and features within the ICP Sites are optimized for
            the client software then in use by a majority of AOL Members and
            (ii) the forms used in the ICP Sites are designed and populated in a
            manner intended to minimize delays when AOL Members attempt to
            access such forms. With respect to any ICP Internet Sites, the
            following shall also apply:

                  (a) ICP shall design the ICP Internet Sites to support the
                  Windows version of the Microsoft Internet Explorer 3.0
                  browser, and make commercially reasonable efforts to support
                  all other AOL browsers listed at:
                  http://webmaster.info.aol.com/BrowTable.html and set forth on
                  Exhibit J hereto;

                  (b) ICP shall configure the servers from which it serves the
                  ICP Internet Sites to examine the HTTP User-Agent field in
                  order to identify the AOL User-Agents listed at:
                  http://webmaster.info.aol.com/Brow2Text.html and as set forth
                  on Exhibit J hereto (the "AOL User-Agents") and

                  (c) ICP shall design its web site to support HTTP 1.0 or
                  later protocol as defined in RFC 1945 (available at
                  http://ds.internic.net/rfc/rfcl945.text) and to adhere to
                  AOL's parameters for refreshing cached information listed at
                  http://webmaster.info.aol.com/CacheText.html.

         AOL reserves the right to review the ICP Internet Sites to determine
         whether such sites are compatible with AOL's then-available client and
         host software and the AOL Network.

      5.2   Customization. ICP shall customize the ICP Sites for AOL Members as
            follows:

                  (a) ICP shall create a Welcome Mat for each "home page" or
                  initial main screen on the ICP Sites linked to from the AOL
                  Network on a continuous basis;

                  (b) ICP shall ensure that AOL Members linking to the ICP Sites
                  from the AOL Network do not receive advertisements, promotions
                  or links for any entity reasonably construed to be in
                  competition with AOL and that such advertisements, promotions
                  and links are not otherwise in conflict with AOL advertising
                  policies and any contractual AOL exclusivities (with respect
                  to ICP Internet Sites, ICP shall ensure this by, at a minimum,
                  identifying the AOL User-Agents as specified above), provided
                  that AOL shall provide ICP with at least sixty (60) days prior
                  notice of any changes in the advertising policies; and

                  (c) provide continuous navigational ability (e.g., a link on a
                  hybrid browser form) for AOL members to return to an
                  agreed-upon point on the AOL Service (for which AOL shall
                  supply the proper address) from the ICP Sites (e.g., the point
                  on the AOL Service from which such sites are linked).

      5.3   Links on Sites. The Parties will work together on mutually
            acceptable links (including links back to AOL) within the ICP Sites
            in order to create a robust and engaging AOL member experience. ICP
            shall take reasonable efforts to insure that AOL traffic is
            generally either kept within the ICP Sites or channeled back into
            the AOL Network. Except for links to a commerce area as specified in
            the Commerce Agreement and except as set forth on Exhibit B hereto,
            subject to the last sentence of this Section, ICP shall not be
            permitted to establish any "pointers" or links between the ICP Sites
            and any other area on or outside of the AOL Network, including,
            without limitation, other ICP Sites or sites on the World Wide Web
            portion of the Internet ("Linked Sites"), without the prior written
            approval of AOL, which approval may be conditioned upon, among other
            things, payment of certain linking fees and commitments providing
            for promotion of the AOL Sites and AOL through the Linked Site in
            question. In addition, AOL may restrict its approval (at any time)
            to specific portions of Content or functionality within a Linked
            Site (based on AOL's programming

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            objectives related to the ICP Sites). In such case, establishment of
            the link from the ICP Site to the Linked Site will be subject to
            mutual agreement of the Parties regarding the means by which access
            will be restricted to the approved portions of the Linked Site.
            Notwithstanding the foregoing, ICP may establish links from an ICP
            Site to another ICP Site provided that such links are editorial,
            content-specific links, to relevant areas of the ICP Sites. In
            general, such links shall be temporary (i.e., generally no more than
            7 days continuous duration, and in any event, for no more than 30
            days continuous duration and no more than 60 days cumulatively
            (including partial duration days) in any 12-month period).

6.    TERM AND TERMINATION.

      6.1.  Term. Unless earlier terminated as set forth herein, the initial
            term of this Agreement shall be from the Effective Date to February
            28, 1999. For two (2) years after expiration of the Term, AOL shall
            continue to have the option to link to any ICP Interactive Sites.
            This Agreement may be extended by mutual written agreement of the
            Parties.

      6.1.1 One Year Extension by AOL. AOL may extend the Agreement for an
            additional year from February 28, 1999, upon AOL's then-standard
            terms and conditions generally applicable to anchor tenants (but in
            no event less favorable to ICP than the terms and conditions
            provided for herein) and with payments by ICP to AOL of $[*]
            (the "Renewal Carriage Fee") by providing ICP with written notice
            thereof no later than sixty (60) days prior to the expiration of the
            initial term (the "Put Notice"), provided, however, that if the most
            recent price offered to and accepted by AOL as valid for the
            placements specified herein (e.g., for continuous and prominent
            logos or banners as specified in Section 1.1) is $[*] or less
            (a "Renewal Offer"), then AOL may only extend this Agreement for an
            additional year by a Put Notice specifying to ICP the Renewal Offer
            as the applicable carriage fee. The Renewal Carriage Fee (or Renewal
            Offer as the applicable carriage fee, as the case may be) shall be
            made up of a combination of cash and in-kind commitments, subject to
            the following: (i) the proportion of cash to in-kind commitments
            shall be determined by ICP but at least $[*] of the Renewal Carriage
            Fee (or [*]% of the Renewal Offer, as the case may be) shall be in
            cash and payable in equal monthly installments in advance of each
            month beginning on March 1, 1999; and (ii) the value placed by ICP
            on and schedule of the in-kind commitments shall be subject to AOL's
            prior written approval (not to be unreasonably withheld).

      6.1.2 One Year Extension by ICP. If AOL does not deliver the Put Notice,
            ICP may, no later than forty five (45) days prior to the expiration
            of the initial term, notify AOL in writing (the "Call Notice") that
            ICP desires to renew this Agreement for an additional year from
            February 28, 1999, on AOL's then-standard terms and conditions
            generally applicable to anchor tenants (but in no event less
            favorable to ICP than the terms and conditions provided for herein)
            and with payments by ICP to AOL of the "Market Rate" (as defined
            below). AOL shall then provide ICP written notice of the "Market
            Rate" for the additional year within thirty (30) days of AOL's
            receipt of the Call Notice (the "Market Rate Notice"). ICP shall
            have ten (10) days from receipt of the Market Rate Notice to either
            accept or decline the terms contained therein for the additional
            year, provided that ICP's failure to respond to the Market Rate
            Notice within such 10 day period shall be deemed to be an acceptance
            of the terms contained therein. If ICP accepts the terms contained
            in the Market Rate Notice for the additional year, then the Market
            Rate shall payable by ICP to AOL in a combination of cash and
            in-kind commitments, subject to the following: (i) the proportion of
            cash to in-kind commitments shall be determined by ICP but at least
            [*]% of the Market Rate shall be in cash and payable in equal 
            monthly installments in advance of each month beginning on March 1,
            1999; and (ii) the value placed by ICP on and schedule of the
            in-kind commitments shall be subject to AOL's prior written approval
            (not to be unreasonably withheld). If ICP declines the terms

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            contained in the Market Rate Notice for the additional year, AOL
            shall not, for a period of one hundred twenty days (120) days
            thereafter, agree with any non-affiliated third party for continuous
            placement on the Screens (as specified in this Agreement) for a
            carriage fee that is materially less than the Market Rate. For the
            purposes hereof, "Market Rate" shall mean the rate, specified by AOL
            in its notice to ICP, reasonably determined by AOL for anchor tenant
            placement as specified herein for the screens specified in this
            Agreement, taking into account such reasonable considerations as AOL
            may determine in its discretion

      6.2   Termination for Breach. Either Party may terminate this Agreement at
            any time in the event of a material breach by the other Party which
            remains uncured after thirty (30) days written notice thereof.

      6.3   Termination for Bankruptcy/Insolvency. Either Party may terminate
            this Agreement immediately following written notice to the other
            Party if the other Party (i) ceases to do business in the normal
            course, (ii) becomes or is declared insolvent or bankrupt, (iii) is
            the subject of any proceeding related to its liquidation or
            insolvency (whether voluntary or involuntary) which is not dismissed
            within ninety (90) calendar days or (iv) makes an assignment for the
            benefit of creditors.

      6.4   Entire Agreement. This Agreement sets forth the entire agreement and
            supersedes any and all prior agreements of the Parties with respect
            to the transactions set forth herein (including without limitation
            the Information Provider Agreement between ICP and AOL dated as of
            May 6, 1996, as amended on May 28, 1997 and the Information Provider
            Agreement between ICP and AOL dated as of Septeniber 19, 1995).
            Neither Party shall be bound by, and each Party specifically objects
            to, any term, condition or other provision which is different from
            or in addition to the provisions of this Agreement (whether or not
            it would materially alter this Agreement) and which is proffered by
            the other Party in any correspondence or other document, unless the
            Party to be bound thereby specifically agrees to such provision in
            writing.

7.    TERMS AND CONDITIONS. The legal terms and conditions set forth on Exhibit
      D attached hereto are hereby made a part of this Agreement.

     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
     the Effective Date.

 AMERICA ONLINE,INC.                            VILLAGE, INC

                                                
 By /s/ Barry Schuler                           By: /s/ Steven [ILLEGIBLE]
    -----------------------------------------   --------------------------------
 Print Name:   BARRY SCHULER                    Print Name: Steven [ILLEGIBLE]
 Title:     President, Creative Development     Title: VP Finance              
                    AOL Networks                Tax ID/EIN#: ________________  
                                                
                                                                    


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                                    EXHIBIT A

                            Anchor Tenant Placements


A.       AOL shall continuously and prominently place an agreed-upon ICP logo or
         banner for ICP's "Parent Soup" property on the (a) Families channel
         main screen (or any specific successor thereof) (the "Families Screen")
         and (b) Health channel "Children's Health" subsereen (or any specific
         successor thereof) (the "Children's Health Screen").

B.       AOL shall continuously and prominently place an agreed-upon ICP logo or
         banner for ICP's "About Work" property on the (a) Workplace channel
         "Careers" subscreen (or any specific successor thereof) (the "Careers
         Screen") and (b) Workplace channel "Getting Started" subscreen (or any
         specific successor thereof) (the "Getting Started Screen").

C.       AOL shall continuously and prominently place an agreed-upon ICP logo or
         banner for ICP's "Better Health" property on the (a) Health channel
         main screen (or any specific successor thereof) (the "Health Screen")
         and (b) Health channel "Illnesses and Treatments" subscreen (or any
         specific successor thereof) (the "Illnesses Screen").

D.       AOL shall continuously and prominently place an agreed-upon ICP logo or
         banner for ICP's "About Life" property on the Lifestyles channel train
         screen (or any specific successor thereof) (the "Lifestyles Screen").


                                   EXHIBIT A-1
                                    Keywords

                                  "Parent Soup"
                                  "About Work"
                                 "Better Health"
                                  "About Life"








                                       9



                                    EXHIBIT B

                       Description of Content on ICP Sites

                             [specify rainman/HTML]


1.       Parent Soup





2.       About Work





3.       Better Health





4.       About Life


                                       10





                                                                    Confidential


                            EXHIBIT C -- DEFINITIONS.

The following definitions shall apply to this Agreement:

Advertising Revenues. Aggregate amounts collected plus the fair market value of
any other compensation received (such as barter advertising) by ICP or ICP's
agents arising from the license or sale of Welcome Mat Advertisements, less
applicable Advertising Sales Commissions; provided that, in order to ensure
that AOL receives fair value in connection with Welcome Mat Advertisements. ICP
shall be deemed to have received no less than the Advertisrng Minimums in
instances when ICP makes a Welcome Mat Advertisement available to a third party
at a cost below the Advertising Minimum.

Advertising Minimum. (i) Thirty dollars ($30) per thousand entries per month
or, with respect to any chat room, Five dollars ($5) per thousand entries per
month, or (ii) such different rate or rates as AOL may establish based upon
market conditions and publish during the Term.

Advertising Sales Commission. (i) Actual amounts paid as commission to third
party agencies in connection with sale of the Welcome Mat Advertisement or
(ii) 15%, in the event ICP has sold the Welcome Mat Advertisement directly and
will not be deducting any third party agency commissions.

Affiliate. Any agent, distributor or franchisee of AOL, or an entity in which
AOL holds at least a nineteen percent (19%) equity interest.

AOL Look and Feel. The distinctive and particular elements of graphics.
design, organization, presentation, layout, user interface, navigation, trade
dress and stylistic convention (including the digital implementations thereof)
within the AOL Network and the total appearance and impression substantially
formed by the combination, coordination and interaction of these elements.

AOL Member(s). Authorized users of the AOL Network, including any sub-accounts
using the AOL Network under an authorized master account.

AOL Network. (i) The America Online(R) brawl service, (ii) AOL's "Driveway"
product, (iii) any international versions of the America Online service
through which AOL or its affiliates elect to offer the ICP Sites and (iv) any
other product or service owned, operated. distributed or authorized to be
distributed by or through AOL or its Affiliates worldwide through which such
party elects to offer the ICP Sites (which may include, without limitation.
Internet sites promoting AOL products and services and any "offline"
information browsing products of AOL or its Affiliates).

AOL Service. The U.S. version of the America Online brand service (excluding
Digital City, AOL.com, NetFind or any similar "sub" service that may be
distributed by or through the America Online brand service).

Confidential Information. Any information relating to or disclosed in the course
of the Agreement, which is, or should be reasonably understood to be,
confidential or proprietary to the disclosing party, including, but not limited

Confidential Information. Any information relating to or disclosed in the course
of the Agreement, which is, or should be reasonably understood to be,
confidential or proprietary to cIte disclosing Party, including, but not limited
to the material costs of this Agreement, information about AOL Members, 
technical processes and formulas, source codes, product designs. sales, cost and
other unpublished financial information, product and business plans, projections
and marketing data. "Confidential Information" shall not include information
(a) already lawfully known to or indepentensly developed by the receiving Party.
(h) disclosed its published materials. (c) generally known to she public,
(d) lawfully obtained from any third party or (e) required or reasonably
advised to be disclosed by law.

Content. Information, materials, features, products, services, advertisements,
promotions, links, pointers, techology and software.

ICP Interactive Site. Any interactive site or area I not including any AOL Site
bus including any ICP Internet Site) which is managed. maintained or owned by
ICP or its agents. including, by way of example and without limitation. (i) an
ICP site on the World Wide Web portion of the Internet or (ii) a channel or area
delivered through a "push" product such as the Pointcast Network or interactive
environment such as Microsofts proposed "Active Desktop."

ICP Sites. The sites and Content specified on Exhibit B which are managed, 
mainstained or owned by ICP or its agents. The ICP Sites shall consis of the 
AOL Sites (including the Welcome Mats) and the ICP lnternet Sites, both as
defined in Section 1.2.

Impression. An AOL Member's viewing of any promotion for, reference to or point
of access to ICP or an ICP Site.

Launch Date. The date on which AOL generally releases the new version of a
screen listed in Exhibit A, to be set forth in writing from AOL to ICP.

Licensed Content. All Content provided by ICP or its agents for distribution
through the AOL Network pursuant to this Agreement (including, without 
limitation. Content contained within any ICP Internet Site).

New Member. Any person or entity (a) who registers for the AOL Network
using ICP's special promotion identifier and (b) from whom AOL or an
Affiliate of AOL collects at least two (2) monthly usage fees for the use of
the AOL Network.

Term. The period beginning on the Effective Date and ending upon the
expiration or earlier termination of the Agreement.

Welcome Mat. A customized home page "welcome mat" created and produced by ICP
in AOL's "Rainman" production format or its HTML format for the AOL
audience.

                                       11




                                                            Confidential

                EXHIBIT D -- STANDARD LEGAL TERMS AND CONDITIONS

I. AOL NETWORK

Content. ICP represents and warrants that all Content contained within the ICP
Sites (i) will conform to AOL's then-standard Terms of Service, the terms of
this agreement and any other standard, written AOL policy, (ii) will not
infringe on or violate any copyright, trademark, U.S. patent or any other third
party right, including without limitation, any music performance or other music
related rights, and (iii) will not contain any Content which violates any
applicable law or regulation (collectively, the "Rules"). AOL shall have the
right to remove, or direct ICP to remove, any Content which, as reasonably
determined by AOL: (i) violates AOL's then-standard Terms of Service, the terms
of this Agreement or any other standard, written AOL policy; or (ii) is not
specifically described in Exhibit B. To the extent ICP wishes to implement any
rules of conduct or terms of service related to any AOL Sites which are separate
from or supplementary to AOL's Terms of Service, ICP must obtain the prior
written approval of the AOL Legal Department.

Contests. ICP shall take all steps necessary to ensure that any contest,
sweepstakes or similar promotion conducted or promoted through the ICP Sites (a
"Contest") complies with all applicable federal, state and local laws and
regulations. ICP shall provide AOL with (i) at least thirty (30) days prior
written notice of any Contest and (ii) upon AOL's request, an opinion from ICP's
counsel confirming that the Contest complies with all applicable federal, state
and local laws and regulations.

AOL Look and Feel. ICP acknowledges and agrees that AOL shall own all right,
title and interest in and to the AOL Look and Feel. In addition, AOL shall
retain editorial control over the portions of the AOL pages and forms which
frame the ICP Sites (the "AOL Frames"). AOL may, at its discretion, incorporate
navigational icons, links and pointers or other Content into such AOL Frames.

Management. ICP shall review, delete, edit, create, update, and otherwise manage
all Content available on or through the ICP Sites, including but not limited to
the Licensed Content and message boards, in a timely and professional manner and
in accordance with the terms of this Agreement, AOL's then-standard Terms of
Service and any generally applicable guidelines and service standards for
interactive content providers published by AOL. AOL shall have no obligations of
any kind with respect to the Content available on the ICP Sites. In managing the
AOL Sites, ICP agrees to refrain from editing or altering any opinion expressed
by an AOL member within the AOL Site, except in cases when ICP (i) has a good
faith belief that the Content in question violates an applicable law,
regulation, third party right or portion of AOL's Terms of Service or (ii)
obtains AOL's prior approval. ICP shall ensure that the ICP Sites are reasonably
current, accurate and well-organized.

Operations. AOL shall be entitled to require reasonable changes to the ICP Sites
to the extent such site will, in AOL's good faith judgement, adversely affect
operations of the AOL network.

Duty to Inform. ICP shall promptly inform AOL of any information related to the
ICP Sites which could reasonably lead to a claim, demand or liability of or
against AOL and/or its Affiliates by any third party.

Response to Questions/Comments; Customer Service. ICP shall respond promptly and
professionally to questions, comments, complaints and other reasonable requests
regarding the ICP Sites by AOL members or on request by AOL, and shall cooperate
and assist AOL in promptly answering the same.

Classifieds. During the perion form the Effective Date until nine months after
the effective Date, ICP shall not enter into any long term (i.e, 12 months or
more) agreement with respect to the implementation or promotion of any
classifieds listing features through the ICP Sites ("Classifieds"). Thereafter,
ICP will only enter into any such agreement after first notifying AOL. In
addition, ICP and AOL shall also discuss in good faith the integration of the
any ICP Classifieds (including any database related to ICP Classifieds) into any
AOL classifieds features, on terms and conditions to be agreed upon.

Message Boards. Any Content submitted by ICP or its agents within message boards
or any comparable vehicles will be subject to the license grant relating to
submissions to "public areas" set forth in the Proprietary Rights section of the
Terms of Service.

Statements to Third Parties. ICP shall not make, publish, or otherwise
communicate, or cause to be made, published, or otherwise communicated, any
deletions remarks whatsoever to any third parties concerning AOL or its
affiliates, directors, officers, employees or agents, including without
limitation, AOL's business projects, business capabilities, performance of
duties and services or financial position.

Production Work. In the event that ICP requests any AOL production assistance,
ICP shall work with AOL to develop detailed production plans for the requested
production assistance (the "Production Plan"). Following receipt of the final
Production Plan, AOL shall notify ICP of (i) AOL's availability to perform the
requested production and maintenance work and (iii) the estimated development
schedule for such work. To the extent the parties reach agreement regarding
implementation of agreed-upon Production Plan, such agreement shall be reflected
in a separate work order signed by the parties. To the extent ICP elects to
retain a third party provider to perform any such production work, work produced
by such third party provider must generally conform to AOL's production
Standards & Practices (a copy of which will be supplied by AOL to ICP upon
request). The specific production resources which AOL allocates to any
production work to be performed on behalf of ICP shall be as determined by AOL
in its sole discretion.

Publishing Tools. AOL shall determine, in its sole discretion, which of its
proprietary publishing tools (each, a "Tool") shall be made available to ICP to
develop and implement the AOL Sites during the Term. ICP shall be granted a
nonexclusive license to use any such Tool, which license shall be subject to:
(i) ICP's timely payment of AOL's then-current fees and charges for such
license, which fees may be adjusted from time to time during the Term, (ii)
ICP's compliance with all rules and regulations relating to use of the Tools, as
published from time to time by AOL, (iii) AOL's right to withdraw or modify such
license at any time, and (iv) ICP's express recognition that AOL provides all
Tools on an "as is" basis, without warranties of any kind.

Training and Support. AOL shall make available to ICP standard AOL training and
support programs necessary to produce any AOL areas hereunder. ICP can select
its training and support program from the options then offered by AOL. ICP shall
be responsible to pay the fees associated with its chosen training and support
package. In addition, ICP will pay travel and lodging costs associated with its
participation in any AOL training programs (including AOL's travel and lodging
costs when training is conducted at ICP's offices).

II. TRADEMARKS

Trademark License. In designing and implementing any marketing, advertising,
press releases or other promotional materials related to this Agreement and/or
referencing the other party and/or its trade names, trademarks and service marks
(the "Promotional Materials") and subject to the other provisions contained
herein, ICP shall be entitled to use the following trade names, trademarks and
service marks of ICP (collectively, together with the AOL marks listed above,
the "Marks"): provided that each Party: (i) does not create a unitary composite
mark involving a Mark of the other Party without the prior written approval of
such other party and (ii) displays symbols and notices clearly and sufficiently
indicating the trademark status and ownership of the other Party's Marks in
accordance with applicable trademark law and practice.

Rights. Each Party agrees that its utilization of the other Party's Marks will
not create in it, nor will it represent it has, any right, title or interest in
or to such Marks other than the licenses expressly granted herein, Each Party
agrees not to do anything contesting or impairing the trademark rights of the
other Party.

Quality Standards. Each Party agrees that the nature and quality of its products
and services supplied in connection with the other party's Marks shall conform
to quality standards communicated in writing by the other Party for use of its
trademarks. Each Party agrees to supply the other Party, upon request, with a
reasonable number of samples of any Materials publicly disseminated by such
Party which utilize the other Party's Marks. Each Party shall disseminated by
all applicable laws, regulations and customs and obtain any required government
approvals pertaining to use of the other Party's Marks.

Promotional Materials/Press Releases. Each Party will submit to the other Party,
for its prior written approval, which shall not be unreasonably withheld or
delayed, any Promotional Materials; provided, however, that either Party's

                                       12


                                                                    Confidential

factual reference to the existence of a business relationship between AOL and
ICP, including, without limitation, the availability of the Licensed Content
through the AOL Network, or use of screen shots relating to the distribution
under this Agreement (so long as the AOL Network is clearly identified as the
source of such screen shots) for promotional purposes shall not require the
approval of the other Party. Once approved, the Promotional Materials may be
used by a Party and its affiliates for the purpose of promoting the distribution
of the Licensed Content through the AOL Network and reused for such purpose
until such approval is withdrawn, existing inventories of Promotional Materials
may be depleted.

Infringement Proceedings. Each Party agrees to promptly notify the other Party
of any unauthorized use of the other Party's Marks of which it has actual
knowledge. Each Party shall have the sole right and discretion to bring
proceedings alleging infringement of its Marks or unfair competition related
thereto; provided, however, that each party agrees to provide the other Party,
at such other Party's expense, with its reasonable cooperation ad assistance
with respect to any such infringement proceedings.

III. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that: (i) such Party has
the full corporate right, power and authority to enter into this Agreement, to
grant the licenses granted hereunder and to perform the acts required of it
hereunder; (ii) the execution of this Agreement by such Party, and the
performance by such Party of its obligations and duties hereunder, do not and
will not violate any agreement to which such Party is a party or by which it is
otherwise bound; (iii) when executed and delivered by such Party, this Agreement
will constitute the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms; (iv) such Party's
Promotional Materials will neither infringe on any copyright, U.S. patent or any
other third party right nor violate any applicable law or regulation and (v)
such Party acknowledges that the other Party makes no representations,
warranties or agreements related to the subject matter hereof which are not
expressly provided for in this Agreement.

IV. CONFIDENTIALITY

Each Party acknowledges that Confidential Information may be disclosed to the
other Party during the course of this Agreement. Each Party agrees that it shall
take reasonable steps, at least substantially equivalent to the steps it takes
to protect its own propriety information, during the Term and for a period of
three (3) years following expiration or termination of this Agreement, to
prevent the duplication or disclosure of Confidential Information of the other
Party, other than by or to its employees or agents who must have access to such
Confidential Information to perform such Party's obligations hereunder, who
shall each agree to comply with this Section of this Agreement.

V. RELATIONSHIP WITH AOL MEMBERS 

Solicitation of Subscribers. During the Term and for the two-year period
following the expiration or termination of this Agreement, neither ICP nor its
agents will use the AOL Network to (i) solicit or participate in the
solicitation of AOL Members when that solicitation is for the benefit of any
entity (including ICP) which could reasonably be construed to be or become in
competition with AOL or (ii) promote any services which could reasonably be
construed to be in competition with services available through AOL including,
but not limited to, services available through the Internet (e.g, the ICP
Sites). ICP may not send any AOL Member e-mail communications on or through the
AOL Network without a "Prior Business Relationship." For purposes of this
Agreement, a "Prior Business Relationship" shall mean that the AOL Member has
either (i) purchased Products from ICP through the AOL Network or (ii)
voluntarily provided information to ICP through a contest, registration, or
other communication, which included clear and conspicuous notice to the AOL
Member that the information provided by the AOL Member could result in an e-mail
being sent to that AOL Member by ICP or its agents.

Collection of Member Information. ICP is prohibited from collecting AOL Member
screennames from public or private areas of the AOL Network, except as
specifically provided below. ICP shall ensure that any survey, questionnaire or
other means of collecting Member Information including, without limitation,
requests directed to specific AOL Member screennames and automated methods of
collecting screennames (an "Information Request") complies with (i) all
applicable laws and regulations, (ii) AOL's applicable Terms of Service, and
(iii) any privacy policies which have been issued by AOL in writing during the
Term (the "AOL Privacy Policies"). Each Information Request shall clearly and
conspicuously specify to the AOL Members at issue the purpose for which Member
Information collected through the Information Request shall be used (the
"Specified Purpose").

Use of Member Information. ICP shall restrict use of the Member Information
collected through an Information Request to the Specified Purpose. In no event
shall ICP (i) provide AOL Member names, screennames, addresses or other
identifying information ("Member Information") to any third party (except to the
extent specifically (a) permitted under the AOL Privacy Policies or (b)
authorized by the AOL Members in question) or (ii) otherwise use any Member
Information in contravention of the above section regarding "Solicitation of
Members."

VI. TREATMENT OF CLAIMS

Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
(EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
ARISING FROM THE USE OF OR INABILITY TO USE THE AOL NETWORK OR ANY OTHER
PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR
ANTICIPATED PROFITS OR LOST BUSINESS. EXCEPT AS PROVIDED BELOW IN THE
"INDEMNITY" SECTION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR MORE
THAT THE AGGREGATE AMOUNTS AS OF THE DATE OF THE APPLICABLE CLAIM.

No Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AOL NETWORK, OR
ANY AOL PUBLISHING TOOLS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF
DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, AOL SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITY
OF AOL NETWORK OR THE ICP SITES.

Indemnity. Each Party will defend, indemnify, save and hold harmless the other
Party and the officers, directors, agents, affiliates, distributors, franchisees
and employees of the other Party from any and all third party claims, demands,
liabilities, costs or expenses including reasonable outside and in-house
attorney's fees ("Liabilities"), resulting from the indemnifying Party's
material breach of any obligation, duty, representation or warranty of this
Agreement, except where Liabilities result from the gross negligence or knowing
and willful misconduct of the other party.

Claims. Each Party agrees to (i) promptly notify the other party in writing of
any indemnifiable claim and give the other Party the opportunity to defend or
negotiate a settlement of any such claim at such other Party's expense and (ii)
cooperate fully with the other Party, at that other Party's expense, in
defending or settling such claim. AOL reserves the right, at its own expense, to
assume the exclusive defense and control of any matter otherwise subject to
indemnification by ICP hereunder, and in such event, ICP shall have no further
obligation to provide indemnfication for such matter hereunder.

Acknowledgement. AOL AND ICP EACH ACKNOWLEDGES THAT THE PROVISIONS OF THIS
AGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN
THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS
CONTEMPLATED HEREUNDER. THE LIMITATIONS AND DISCLAIMERS RELATED TO WARRANTIES
AND LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO LIMIT THE
CIRCUMSTANCES AND EXTENT OF LIABILITY. THE PROVISIONS OF THIS SECTION VI SHALL
BE ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER ENFORCEABLE OR
UNENFORCEABLE PROVISION OF THIS AGREEMENT.

VII. MISCELLANEOUS

Auditing rights. Each Party shall maintain complete, clear and accurate records
of all expenses, revenues, fees, transactions and related documentation
(including agreements) in connection with the performance of this Agreement
("Records"). All such Records shall be maintained for a minimum of two (2) years
following termination of this Agreement. For the sole purpose of ensuring

                                       13






                                                                    Confidential


compliance with this Agreement, each Party shall have the right, at its expense,
to direct an independent certified public accounting firm subject to strict
confidentiality restrictions to conduct a reasonable and necessary copying and
inspection of portions of the Records of the other Party which are directly
related to amounts payable to the Party requesting the audit pursuant to this
Agreement. Any such audit may be conducted after twenty (20) business days prior
written notice, subject to the following. Such audits shall not be made more
frequently than once every twelve months. No such audit of AOL shall occur
during the period beginning on June 1 and ending October 1. In lieu of providing
access to its Records as described above, a Party shall be entitled to provide
the other Party with a report from an independent certified public accounting
firm confirming the information to be derived from such Records.

Excuse. Neither Party shall be liable for or be considered 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 which are
beyond such Party's reasonable control and which such Party is unable to
overcome by the exercise of reasonable diligence.

Independent Contractors. The Parties to this Agreement are independent
contractors. Neither Party is an agent, representative or partner of the other
Party. Neither Party shall have any right, power or authority to enter into any
agreement for or on behalf of, or incur any obligation or liability of, or to
otherwise bind, the other Party. This Agreement shall not be interpreted or
construed to create an association, agency, joint venture or partnership between
the Parties or to impose any liability attributable to such a relationship upon
either Party.

Notice. Any notice, approval, request, authorization, direction or other
communication under this Agreement shall be given in writing and shall be deemed
to have been delivered and given for all purposes (i) on the delivery date if
delivered by electronic mail on the AOL Network; (ii) on the delivery date if
delivered personally to the Party to whom the same is directed; (iii) one
business day after deposit with commercial overnight carrier, with written
verification of receipt, or (iv) five business days after the mailing date,
whether or not actually received, if sent by U.S. mail, return receipt
requested, postage and charges prepaid, or any other means of rapid mail
delivery for which a receipt is available, to the person(s) specified below at
the address of the Party set forth in the first paragraph of this Agreement.

No Waiver. The failure of either Party to insist upon or enforce strict
performance by the other Party of any provision of this Agreement or to exercise
any right under this Agreement shall not be construed as a waiver or
relinquishment to any extent of such Party's right to assert or rely upon any
such provision or right in that or any other instance; rather, the same shall be
and remain in full force and effect.

Return of Information. Upon the expiration or termination of this Agreement,
each Party shall, upon the written request of the other Party, return or destroy
(at the option of the Party receiving the request) all confidential information,
documents, manuals and other materials specified the other Party.

Survival. Sections IV, V, VI, and VII of this Exhibit C, shall survive the
completion, expiration, termination or cancellation of this Agreement.

Amendment. No change, amendment or modification of any provision of this
Agreement shall be valid unless set forth in a written instrument signed by the
Party subject to enforcement of such amendment.

Further Assurances. Each Party shall take such action (including, but not
limited to, the execution, acknowledgment and delivery of documents) as may
reasonably be requested by any other Party for the implementation or continuing
performance of this Agreement.

Assignment. ICP shall not assign this Agreement or any right, interest or
benefit under this Agreement without the prior written consent of AOL. Subject
to the foregoing, this Agreement shall be fully binding upon, inure to the
benefit of and be enforceable by the Parties hereto and their respective
successors and assigns.

Construction; Severability. In the event that any provision of this Agreement
conflicts with the law under which the law under which this Agreement is to be
construed or if any such provision is held invalid by a court with jurisdiction
over the Parties to this Agreement, (i) such provision shall be deemed to be
restated to reflect as nearly as possible the original intentions of the Parties
in accordance with applicable law, and (ii) the remaining terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect.

Remedies. Except where otherwise specified, the rights and remedies granted to a
Party under this Agreement are cumulative and in addition to, and not in lieu
of, any other rights or remedies which the Party may possess at law or in
equity.

Applicable Law; Jurisdiction. This Agreement shall be interpreted, construed and
enforced in all respects in accordance with the laws of the Commonwealth of
Virginia except for its conflicts of laws principles. Each Party irrevocably
consents to the exclusive jurisdiction of the courts of the Commonwealth of
Virginia and the federal courts situated in the Commonwealth of Virginia, in
connection with any action to enforce the provisions of this Agreement, to
recover damages or other relief for breach or default under this Agreement, or
otherwise arising under or by reason of this Agreement.

Export Controls. Both parties shall adhere to all applicable laws, regulations
and rules relating to the export of technical data and shall not export or
re-export any technical data, any products received from the other Party or the
direct product of such technical data to any proscribed country listed in such
applicable laws, regulations and rules unless properly authorized.

Headings. The captions and headings used in this Agreement are inserted for
convenience only and shall not affect the meaning or interpretation of this
Agreement.

Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same document.

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                                                                    Confidential
                                   EXHIBIT E

                  Format For ICP's Presence on the AOL Network

o  Any ICP trademark or logo
o  Any headline or picture from ICP content
o  Any teaser, icon, link to ICP Site or Welcome Mat
o  Any other Content which originates from, describes or promotes ICP or ICP's 
   Content



                                       15




                                                                    Confidential


                                    EXHIBIT F

        Detailed Schedule and Bona-Fide Value of ICP In-Kind Commitments



                 In-Kind Commitment                                           Bona Fide Value
                 ------------------                                           ---------------
                                                                                     
1.    Daily mentions in the "Ask the Family Doctor"                              $_________
      syndicated column (in newspapers with daily
      circulation of [*]); [*] total impressions
      for the mentions
2.    Mentions in Kaleidoscope TV; approximately                                 $_________
      [*] annual impressions for the mentions
3.    Mentions in monthly NBC Today Show segment;                                $________
      approximately [*] impressions for the
      mentions
4.    Mentions on the "American Baby" show on the Lifetime Network;
      approximately [*] impressions for the mentions
5.    Mentions on CNNfn, 30 weekly segments, 3-4                                 $_________
      minutes each segment



For the purposes hereof, with respect to each promotion specified above, a
"mention shall mean a coherent spoken or graphic reference to the relevant ICP
keyword and/or area on AOL, which shall also include at a minimum a reference to
"America Online" and/or "AOL." Additionally, the mentions shall be exclusive to
AOL (i.e., they shall not mention or refer to any ICP Interactive Site).




                                       16

[*] Confidential treatment requested.




                                                                    Confidential

                                    EXHIBIT G

                              Impressions Guarantee



--------------------------------------------------------------------------------
Placement                              Impressions                   Valuation

--------------------------------------------------------------------------------
Families Screen                         [*]                          [*]
--------------------------------------------------------------------------------
Children's Health Screen                [*]                          [*]
--------------------------------------------------------------------------------
Careers Screen                          [*]                          [*]
--------------------------------------------------------------------------------
Getting Started Screen                  [*]                          [*]
--------------------------------------------------------------------------------
Health Screen                           [*]                          [*]
--------------------------------------------------------------------------------
Illnesses Screen                        [*]                          [*]
-------------------------------------------------------------------------------
Lifestyles Screen                       [*]                          [*]

 "Other"                                [*]                          [*]

(i.e., additional placement of ICP
Content on the AOL Network as
determined by AOL in its discretion
--------------------------------------------------------------------------------

                                       17

[*] Confidential treatment requested.



                                                                    Confidential



                                    EXHIBIT H

                         New Member Acquisition Programs

A.    Download banner on ICP web site and promotions specified in Section 2.5 --
      bounties shall be [*] for each New Member.


















                                       18

[*] Confidential treatment requested.


                                                                    Confidential
                                    EXHIBIT I

                  CERTIFICATION OF COMPLIANCE WITH COMMITMENTS
                      REGARDING PROMOTIONS AND EXCLUSIVITY


Pursuant to Section 3 of the Interactive Services Agreement between
________________ ("ICP") and America Online, Inc. ("AOL"), dated as of
___________________,1997 (the "Agreement"), the following report is delivered to
AOL for the month ending ____________ (the "Month"):

I.    Promotional Commitments

ICP hereby certifies to AOL that ICP completed the following promotional
commitments during the Month:

   Type of Promotion    Date(s) of   Duration/Circulation of   Relevant
                        Promotion    Promotion                 Contract
                                                               Section
--------------------------------------------------------------------------------
1.

--------------------------------------------------------------------------------

2.
--------------------------------------------------------------------------------

3.
--------------------------------------------------------------------------------





IN WITNESS WHEREOF, this Certificate has been executed this ___ day of
___________, 199_


__________________________________________

By:_______________________________________

Print Name: ______________________________


Title: ___________________________________


Date: ____________________________________


                                       19





                                                                    Confidential


                                    EXHIBIT J

                            TECHNICAL SPECIFICATIONS

1.    Browser Table (attached hereto)

2.    User-Agents Table (attached hereto)


                                      20