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                                                                   EXHIBIT 10.27

                       AMENDMENT NO. 2 TO PROMISSORY NOTE

         This Amendment No. 2 (this "Amendment") is by and between Candice
Carpenter and iVillage Inc., a Delaware corporation ("iVillage"), to the
Promissory Note of Candice Carpenter, dated as of June 5, 1998, and amended as
of October 5, 2000 (the "Note"), is made as of this 19th day of December, 2002.
Except as otherwise provided herein, the terms used in this Amendment shall have
the same meanings ascribed to them in the Note.

         WHEREAS, the parties desire to amend certain provisions of the Note;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Candice Carpenter and iVillage
hereby agree as follows:

         The following, when fully-executed, shall constitute an amendment to
the Note:

         1.  The first sentence in the first paragraph of the Note is hereby
             amended by deleting the phrase "an annual basis on December 31 of
             each year commencing on December 31, 1998" and substituting in its
             place and stead the following "a monthly basis on the fifteenth
             (15th) day of each month commencing on January 15, 2003. Candice
             Carpenter and iVillage hereby agree that the amount of interest
             payable monthly pursuant to the foregoing sentence shall be Two
             Thousand Three Hundred Twenty-Five Dollars ($2,325) per month (or
             Twenty-Seven Thousand Nine Hundred Dollars ($27,900) per year)".

         2.  The first sentence in the third paragraph of the Note is hereby
             amended by deleting the term "December 31, 2002" and substituting
             in its place and stead the term "December 31, 2004".

         3.  Subsection (b) of the last sentence of the last paragraph of the
             Note is hereby amended by deleting the first reference to
             "Borrower" in such subsection (b) and substituting in its place and
             stead the term "iVillage". All other references to Borrower in such
             subsection (b) shall remain unchanged.

         Except as herein modified and amended, the Note will remain in all
respects in full force and effect. Nothing herein shall be construed to alter
the non-recourse provisions of the Note.


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         IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date above.

                                                 iVILLAGE INC.


                                            By:  /s/ Steven A. Elkes
                                                 ---------------------------
                                          Name:  Steven A. Elkes
                                          Title: Executive Vice President,
                                                 Operations and Business Affairs


                                                 CANDICE CARPENTER


                                                 /s/ Candice Carpenter
                                                 ---------------------------


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