EXHIBIT 10





Memorandum of Understanding





This memorandum of  understanding, dated as of May 12, 2004 (this Memorandum) is entered into by  Hearst Communications, Inc., a corporation of the State of Delaware having an  address at 959 Eighth Avenue, New York, NY   10019 (Hearst) and iVillage Inc., a corporation of the state of  Delaware having an address at 500 Seventh Avenue, 14th Floor, New York, NY  10018 (iVillage) (individually a party,  collectively the parties).





Whereas Hearst and iVillage are  parties to an Amended and Restated Magazine Content License and Hosting  Agreement (the License Agreement) effective January 29, 2001, amended as of  June 18, 2001 and again as of April 5, 2002, whereby iVillage hosts and  provides production services for websites associated with certain Hearst  Magazines (the Magazine Websites);





and Whereas Hearst and iVillage wish to  extend the License Agreement and also to amend and restate certain of its  terms.





It is the intention of both  Hearst and iVillage to extend the License Agreement and amend and restate its  terms in the manner set forth in this Memorandum, subject to the due  negotiation and signing by the parties of a definitive extension agreement.





|1. | Extension    period:     Three years effective as of June 18, 2004, to June 17, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | Key    provisions:     Hearst will pay a production service fee of $4,000,000 during the    first year of the term, $4,150,000 during the second year, and $4,300,000    during the third year.  This fee will    entitle Hearst to:  production    services for the Magazine Websites at least comparable to those currently    offered; construction and hosting of advertising merchandise sites at least    comparable to those currently existing and hosted by third parties; the    redesign of existing Magazine Websites as well as advertising merchandising    sites to ensure that those sites are transportable; and redesign of the    Magazine Websites in a manner to be mutually determined and that will make    the branding of the magazines more prominent.                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | All    advertising inventory on the Magazine Websites will be sold by iVillage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | iVillage    shall be entitled to a commission on sales of magazine subscriptions    generated through links from the Magazine Websites (but not from sales    resulting from direct links to Hearsts subscription fulfillment provider    from third party distribution partners Non-Commissionable Subscription    Sales).  Hearst shall be entitled to    participate in advertising revenue generated by the Magazine Websites each    year as reflected in the annexed chart.     Hearst shall also be entitled to an advertising revenue guarantee each    year, reducible on the basis of net paid subscription revenue as set forth on    the annexed chart.  Hearsts    participation shall vary depending on the level of net paid subscription    sales in accordance with the annexed chart.     iVillages commission on subscription sales




---






|   | shall be    subject to increase
      as set forth in the annexed chart based on the number of net paid subscriptions
      sold each year.  In    the event that net paid subscription revenue
      in the second year of the term is less than the greater of $3,500,000 or
      250,000 paid orders (the    Subscription Threshold), iVillage
      shall not be entitled to any commission on subscription sales during the
      third year of the term.  Non-Commissionable Subscription Sales
      shall be credited to the level of net paid subscription revenue with respect
      to yearly calculation of reductions in the advertising royalty guarantee
      but not with respect to calculation of reduction in the advertising royalty
      percentage to which Hearst is entitled, nor to calculation of the increase
      in iVillages commission fee, nor towards the Subscription Threshold.                                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Hearst shall    be entitled to enter into content distribution arrangements with third    parties with respect to content appearing on the Magazine Websites at its    discretion and without accounting to iVillage, with the sole  exceptions that (i) proposed distribution    agreements with AOL,Yahoo, MSN and Earthlink shall be subject to the parties    mutual approval, consent not to be unreasonably withheld; and (ii) Hearst    shall not license portions of any single magazine site to a third party in a    manner that would substantially replicate that site; and it being understood    that Hearst  may withhold its consent    to any proposed arrangement that would afford Hearst a lower percentage of    net paid subscription revenue than that enjoyed by Hearst from its relationship    with iVillage.  Hearst shall also be entitled    to enter into branding extension arrangements for its magazines with third    parties at its discretion and
without accounting to iVillage.  The parties will negotiate in good faith    the extent to which Hearst shall be precluded from entering such arrangements    with iVillage competitors.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Hearst shall    itself be entitled, and shall be entitled to allow third party partners to    merchandise, sell or promote products and services on the Magazine Websites    without permission from or revenue to iVillage provided that no more than one    graphic element and one text link (not including a magazine subscription    offer) is placed on any page.  Hearst    shall also be entitled to offer premium services (such as paid content) on the    Magazine Websites and shall be entitled to retain 100% of the revenue from    such sales provided, however, that if the offering of such services    materially diminishes the subscription revenue or advertising sales attained    on any Magazine Website, the parties will negotiate in good faith a revenue    share from such sales for iVillage.                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | Non-binding    nature:   It    is understood, since this is only a memorandum of understanding, that neither    party nor any of their respective stockholders, directors or affiliates, will    be bound by its terms.  Instead, a    definitive extension agreement between the parties will be prepared, and the    parties agree to attempt to enter into such an extension agreement through    good faith negotiations within the 60 day period following the date of this    Memorandum.  That extension agreement,    and any related definitive agreement between the parties, will be the binding    agreement(s) between the parties with respect to the subject matter of this    Memorandum and supercede and replace certain agreements which currently    govern the parties relationship, specifically the License Agreement.  Unless these definitive agreements are    entered into (regardless for the reason for these definitive agreements not
  so having been entered into), neither party, nor any of their respective    stockholders, directors or affiliates, shall be under any obligation to each                                               




---






|   | other,    irrespective of this Memorandum and irrespective of any negotiations,    agreements or undertakings between or actions taken by any of such parties    with respect to this Memorandum and/or the transactions contemplated hereby    except for the rights and obligations set forth in the agreements which    currently govern the parties relationship, including the License Agreement.                                                                                                                                                                                                                                                                                                                         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4. | Governing    law:  This    Memorandum shall be governed by, and construed in accordance with, the laws    of the State of New York, without regard to its conflict of laws principles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5. | Confidentiality:  The parties agree to maintain in    confidence the existence of this Memorandum and its contents and not to    disclose same to any third party (other than their professional advisors)    without the prior consent of the other party.  Notwithstanding the previous sentence, either party may disclose    the existence of, and the contents of, this Memorandum in connection with    securities law filings as a party deems appropriate, or as required by    law.  In this regard, Hearst    specifically acknowledges and understands that this Memorandum is likely to    be disclosed and filed by iVillage in connection with its periodic reports    and its registration statement on Form S-3.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|6. | Counterparts:  This Memorandum may be executed by    facsimile and in counterparts, each of which shall be deemed an original and    all of which together shall constitute one Memorandum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7. | Costs:  Each party will be responsible for the    payment of its, own costs and expenses, including reasonable attorneys fees    and expenses, in connection with the transactions contemplated in this    Memorandum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8. | No agency:  Neither party is the agent, representative    or partner of the other party and this Memorandum shall not be interpreted or    construed to create an association, agency, joint venture or partnership    relationship between the parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        




|Hearst Communications, Inc. |                              | iVillage Inc.
|--------------------------- | ---------------------------- | -------------
|                            |                              |              
|By:                         | /s/ MARK F. MILLER           |              
|Name:                       | Mark F.    Miller            |              
|Title:                      | Executive    V.P.G.M.        |              
|                            | Hearst    Magazines Division |              




---






iVillage  Subscription and Advertising Royalty Matrix





|Paid Subscriptions    $Sold/ Yr |  | Remit onBase/Increment |    | High    Revenue Remit |   | Advertising    Rev./Royalty |  | Ad Royalty    Guarantee |   
|------------------------------- |  | ---------------------- | -- | --------------------- | - | --------------------------- |  | ----------------------- | --
|                                |  |                        |    |                       |   |                             |  |                         |   
|The Increment                   |  |                        |    |                       |   | The Average                 |  |                         |   
|                                |  |                        |    |                       |   |                             |  |                         |   
|< $2,225,000                    |  |                        | 30 | %                     | $ | 667,500                     |  |                         | 20
|                                |  |                        |    |                       |   |                             |  |                         |   
|$2,225,001-3,500,000            |  |                        | 45 | %                     | $ | 1,241,250                   |  |                         | 15
|                                |  |                        |    |                       |   |                             |  |                         |   
|$3,500,000-$5,000,000           |  |                        | 50 | %                     | $ | 1,991,249                   |  |                         | 10
|                                |  |                        |    |                       |   |                             |  |                         |   
|> $5,000,000                    |  |                        | 55 | %                     |   |                             |  |                         | 0 
|                                |  |                        |    |                       |   |                             |  |                         |   




---