<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------
                                    FORM 10-Q

     (Mark One)

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES

                              EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 2002

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES

                              EXCHANGE ACT OF 1934


             For the transition period from __________ to __________


                        Commission File Number 000-25469


                                  iVillage Inc.

             (Exact Name of Registrant as Specified in Its Charter)


          Delaware                                          13-3845162

(State or Other Jurisdiction of                           (IRS Employer
 Incorporation or Organization)                         Identification No.)


          500-512 Seventh Avenue, New York, New York           10018

           (Address of Principal Executive Offices)          (Zip Code)


                                 (212) 600-6000

              (Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


              54,923,814 shares of common stock as of May 13, 2002.

<PAGE>

                                  iVillage Inc.
                                    Form 10-Q
                      For the Quarter ended March 31, 2002

                                      Index


PART I. FINANCIAL INFORMATION                                            Page(s)

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 2002 (Unaudited)
     and December 31, 2001 ................................................    1

Condensed Consolidated Statements of Operations
     for the three months ended March 31, 2002
     (Unaudited) and 2001 (Unaudited) .....................................    2

Condensed Consolidated Statements of Cash Flows
     for the three months ended March 31, 2002
     (Unaudited) and 2001 (Unaudited) .....................................    3

Notes to Condensed Consolidated Financial Statements
     (Unaudited) ..........................................................    4

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations ..............................   11

Item 3.  Quantitative and Qualitative Disclosures About
         Market Risk ......................................................   32

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings ................................................   33

Item 2.  Changes in Securities and Use of Proceeds ........................   33

Item 3.  Defaults Upon Senior Securities ..................................   33

Item 4.  Submission of Matters to a Vote of Security Holders ..............   33

Item 5.  Other Information ................................................   33

Item 6.  Exhibits and Reports on Form 8-K .................................   33

Signatures ................................................................   35

Exhibit Index .............................................................   36



<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements.

                         iVillage Inc. and Subsidiaries

                      Condensed Consolidated Balance Sheets
                        (in thousands, except share data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                     March 31,  December 31,
                                                                       2002         2001
                                                                     ---------  -----------
<S>                                                                  <C>          <C>
                                     Assets
Current assets:
Cash and cash equivalents ........................................   $  28,915    $  29,831
Accounts receivable, net .........................................       6,608        6,722
Other current assets .............................................       7,469       13,668
                                                                     ---------    ---------
         Total current assets ....................................      42,992       50,221

Restricted cash ..................................................       8,474        8,474
Fixed assets, net ................................................      20,029       21,465
Goodwill, net ....................................................      22,266       31,928
Intangible assets, net ...........................................      18,627       19,975
Other assets .....................................................         326          324
                                                                     ---------    ---------
         Total assets ............................................   $ 112,714    $ 132,387
                                                                     =========    =========

                      Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable and accrued expenses ............................   $  12,226    $  16,070
Deferred revenue .................................................       3,028        2,734
Deferred rent ....................................................         348          348
Net current liabilities of discontinued operations ...............          93          103
                                                                     ---------    ---------
         Total current liabilities ...............................      15,695       19,255

Deferred rent, net of current portion ............................       4,186        4,273
                                                                     ---------    ---------
         Total liabilities .......................................      19,881       23,528
Minority interest ................................................         149          102

Commitments and contingencies
Stockholders' equity:
Preferred stock - par value $.01, 5,000,000 shares authorized,
   no shares issued and outstanding as of March 31, 2002 and
   December 31, 2001, respectively ...............................          --           --
Common stock - par value $.01, 200,000,000 shares authorized;
   53,925,234 and 53,812,285 issued at March 31, 2002 and
   December 31, 2001, respectively; 52,721,788 and 52,608,839
   shares outstanding as of March 31, 2002 and December 31,
   2001, respectively ............................................         539          538
Additional paid-in capital .......................................     544,088      544,006
Accumulated deficit ..............................................    (450,677)    (432,781)
Treasury stock at cost (1,203,446 shares) ........................        (502)        (502)
Stockholders' notes receivable ...................................        (691)      (1,982)
Unearned compensation and deferred advertising ...................         (73)        (522)
                                                                     ---------    ---------
         Total stockholders' equity ..............................      92,684      108,757
                                                                     ---------    ---------
         Total liabilities and stockholders' equity ..............   $ 112,714    $ 132,387
                                                                     =========    =========
</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements


                                        1
<PAGE>

                         iVillage Inc. and Subsidiaries

                 Condensed Consolidated Statements of Operations
                    (in thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Three months ended March 31,
                                                             2002        2001
                                                           --------    --------
<S>                                                        <C>         <C>
Revenues ...............................................   $ 15,067    $ 12,573

Operating expenses:
     Editorial, product development and technology .....      6,681       8,856
     Sales and marketing ...............................      5,201       8,439
     Sales and marketing - NBC/Hearst expenses .........      2,159         640
     Termination of NBC advertising contract ...........      4,084          --
     General and administrative ........................      2,814       3,210
     Depreciation and amortization .....................      2,959       4,296
                                                           --------    --------
         Total operating expenses ......................     23,898      25,441
                                                           --------    --------

Loss from operations ...................................     (8,831)    (12,868)
Interest income, net ...................................        163         858
Other income, net ......................................         --          87
Write-down of investments ..............................         --        (104)
Loss from unconsolidated joint venture .................         --        (127)
                                                           --------    --------
Net loss  before  minority  interest  and  cumulative
     effect of change in accounting principle ..........     (8,668)    (12,154)
Minority interest ......................................        (47)        (21)
                                                           --------    --------
Net loss before cumulative effect of change in
     accounting principle ..............................     (8,715)    (12,175)
Cumulative effect of change in accounting principle ....     (9,181)         --
                                                           --------    --------
Net loss ...............................................   $(17,896)   $(12,175)
                                                           ========    ========
Per share data:
Net  loss  before  cumulative  effect  of  change  in
     accounting principle per share ....................   $  (0.16)   $  (0.41)
Cumulative  effect of change in accounting  principle
     per share .........................................      (0.18)         --
                                                           --------    --------
Basic and diluted net loss per share ...................   $  (0.34)   $  (0.41)
                                                           ========    ========
Weighted average shares of common stock outstanding
     used in computing basic and diluted net loss
     per share .........................................     53,402      29,705
                                                           ========    ========
</TABLE>


              The accompanying notes are an integral part of these
                  condensed consolidated financial statements


                                        2
<PAGE>

                         iVillage Inc. and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Three months ended March 31,
                                                      ----------------------------
                                                           2002          2001
                                                      -----------      -----------
<S>                                                      <C>           <C>
Cash flows from operating activities:
   Net loss ........................................     $(17,896)     $(12,175)
Adjustments to reconcile net loss to net cash
   used in operating activities:
   Impairment of goodwill (change in
    accounting principle) ..........................        9,181            --
   Depreciation and amortization ...................        2,959         4,296
   Non-cash print advertising expense ..............          457            --
   Expense recognized in connection with
    issuance of warrants and stock options .........          449           695
   Minority interest ...............................           47            21
   Provision for bad debt expense ..................          (72)         (102)
   Deferred rent amortization ......................          (87)          (91)
   Loss from unconsolidated joint venture ..........           --           127
   Write-down of investments .......................           --           104
Changes in operating assets and liabilities:
   Accounts receivable .............................          686         3,088
   Restricted cash and other assets ................        5,740         1,558
   Accounts payable and accrued expenses ...........       (3,863)       (5,734)
   Deferred revenue ................................          294          (935)
                                                         --------      --------
Net cash used in operating activities ..............       (2,105)       (9,148)
                                                         --------      --------

Cash flows from investing activities:
   Purchase of fixed assets ........................         (175)       (2,503)
   Investment in Cooperative Beauty Ventures,
    L.L.C. .........................................           --          (300)
   Purchase of 30.1% of Cooperative Beauty
    Ventures, L.L.C., net of cash acquired of
    $358 ...........................................           --        (1,142)
                                                         --------      --------
Cash used in investing activities ..................         (175)       (3,945)
                                                         --------      --------

Cash flows from financing activities:
   Proceeds from exercise of stock options .........           83            --
   Principal payments on stockholders' note
    receivable .....................................        1,291         1,292
                                                         --------      --------
Net cash provided by financing activities ..........        1,374         1,292
                                                         --------      --------

Cash used in discontinued operations ...............          (10)         (193)

Net decrease in cash for the period ................         (916)      (11,994)
Cash and cash equivalents, beginning of period .....       29,831        48,963
                                                         --------      --------
Cash and cash equivalents, end of period ...........     $ 28,915      $ 36,969
                                                         --------      --------
</TABLE>


              The accompanying notes are an integral part of these
                  condensed consolidated financial statements


                                        3
<PAGE>

iVillage Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)


Note 1 - The Company

Basis of Presentation

         iVillage Inc. ("iVillage" or the "Company") was incorporated in the
State of Delaware on June 8, 1995 and commenced operations on July 1, 1995.
iVillage Inc. is a leading women's media company and the number one source for
women's information online. iVillage includes iVillage.com, Women.com, Public
Affairs Group ("PAG"), Lamaze Publishing, The Newborn Channel, iVillage
Solutions and Astrology.com. iVillage.com and Women.com are leading online
women's destinations providing practical solutions and everyday support for
women 18 and over. Lamaze Publishing produces advertising-supported educational
materials for expectant and new parents. The Newborn Channel is a satellite
television network in approximately 1,100 hospitals nationwide. PAG is a
comprehensive source of information and program linkage to the women's market
around the world and offers an extensive database of women's organizations and
Web sites in the nation to subscribing companies and members.

         The Company has sustained net losses and negative cash flows from
operations since its inception. The Company's ability to meet its obligations in
the ordinary course of business is dependent upon its ability to achieve
profitable operations and/or raise additional financing through public or
private equity financings, collaborative or other arrangements with corporate
sources, or other sources of financing to fund operations. Unless the market
price of the Company's common stock increases dramatically, it is unlikely that
the Company will be able to raise funds through a public offering of its common
stock, although management believes that it could raise funds through a private
placement of its common stock. However, there is no assurance that the Company
will achieve profitable operations or that it will be able to raise adequate
financing from other sources. Due primarily to the Company's lack of
profitability, it is unlikely that the Company will be able to obtain bank
financing. Management believes that its current funds will be sufficient to
enable the Company to meet its planned expenditures through the next twelve
months. If anticipated operating results are not achieved, management has the
intent and believes it has the ability to delay or reduce expenditures so as not
to require additional financial resources, if those resources were not available
on terms acceptable to the Company, although there can be no assurances in this
regard.

         The Company is subject to the risks and uncertainties frequently
encountered by companies in the new and rapidly evolving markets for Internet
products and services. These risks include the failure to develop and extend the
Company's online service brands, the nonacceptance or rejection of the Company's
services by Web consumers, vendors, sponsors and/or advertisers and the
inability of the Company to maintain and increase the levels of traffic on its
online services, as well as other risks and uncertainties. In the event the
Company does not successfully implement its business plan, certain assets may
not be recoverable.

Unaudited Interim Financial Information

         The unaudited interim condensed consolidated financial statements of
the Company for the three months ended March 31, 2002 and 2001, respectively,
included herein have been prepared in accordance with the instructions for Form
10-Q under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Article 10 of Regulation S-X under the Securities Act of 1933, as amended
(the "Securities Act"). Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations relating to interim financial statements. These financial statements
should be read in conjunction with the Company's Annual Report on Form 10-K for
the year ended December 31, 2001.

         In the opinion of management, the accompanying unaudited interim
condensed consolidated financial statements reflect all adjustments, consisting
only of normal recurring adjustments and appropriate inter-company elimination
adjustments, necessary to present fairly the financial position of the Company
at March 31, 2002, and the results of its operations and its cash flows for the
three months ended March 31, 2002 and 2001, respectively. The results for the
three months ended March 31, 2002 are not necessarily indicative of the expected
results for the full fiscal year or any future period.


                                       4
<PAGE>
iVillage Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)

Restricted Cash

         Restricted cash consists of money held for a letter of credit securing
a real estate lease for the Company's New York office space.

Revenue and Receivables

         Three advertisers, Hearst Communications, Inc. ("Hearst"), a related
party, Procter and Gamble Company ("Procter and Gamble"), and Unilever PLC
(including its affiliates, "Unilever"), accounted for approximately 13%, 11% and
10% of total revenues for the three months ended March 31, 2002, respectively,
and our five largest advertisers accounted for approximately 45% of total
revenues. One advertiser, Unilever, accounted for approximately 13% of total
revenues for the three months ended March 31, 2001, and the five largest
advertisers accounted for approximately 33% of total revenues. At March 31,
2002, Unilever and Procter and Gamble accounted for approximately 18% and 15% of
the net accounts receivable, respectively, and at December 31, 2001, Hearst and
Unilever accounted for approximately 14% and 10% of the net accounts receivable,
respectively.

         Included in sponsorship and advertising revenues are barter
transactions, which totaled approximately $0.9 million and $0.5 million, or 9%
and 5%, of sponsorship and advertising revenues for the three months ended March
31, 2002 and 2001, respectively.

Net Loss Per Share

         Basic net loss per share is computed using the weighted-average number
of common shares outstanding during the period. Diluted net loss per share is
computed using the weighted-average number of common shares and common stock
equivalents outstanding during the period. Common stock equivalent shares are
excluded from the computation if their effect is anti-dilutive.

         Included in the March 31, 2002 calculation of weighted average number
of shares of common stock outstanding are 712,350 shares which have not been
issued. These shares are being held for former Women.com stockholders that have
not yet exchanged their Women.com shares for shares of the Company as of the
balance sheet date.

         Stock options and warrants in the amount of 13,884,800 shares and
7,961,352 shares for the three months ended March 31, 2002 and 2001,
respectively were not included in the computation of diluted net loss per share
as they were anti-dilutive as a result of net losses during the period
presented.

Recent Accounting Pronouncements

         Effective January 1, 2002, the Company adopted Statement of Financial
Accounting Standard No. 141, "Business Combinations" ("SFAS 141") and Statement
of Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets"
("SFAS 142"). SFAS 141 requires all business combinations to be accounted for
using the purchase method of accounting and that certain intangible assets
acquired in a business combination shall be recognized as assets apart from
goodwill. SFAS 142 addresses the recognition and measurement of goodwill and
other intangible assets subsequent to their acquisition. SFAS 142 also addresses
the initial recognition and measurement of intangible assets acquired outside of
a business combination whether acquired individually or with a group of other
assets. This statement provides that intangible assets with indefinite lives and
goodwill will not be amortized, but will be tested at least annually for
impairment. Upon completion of the transitional impairment test, the fair value
for one of the Company's reporting units did not exceed the reporting unit's
carry amount and an impairment was recorded of approximately $9.2 million (See
Note 2 - Goodwill and Intangible Assets).

         In August 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standard No. 143, "Accounting for
Obligations Associated with the Retirement of Long-Lived Assets" ("SFAS 143").
The objective of SFAS 143 is to provide accounting guidance for legal
obligations associated with the retirement of long-lived assets. The retirement
obligations included within the scope of this project are those that an entity
cannot avoid as a result of either the acquisition, construction or normal
operation of a long-lived asset. Components of larger systems also fall under
this project, as well as tangible long-lived assets with indeterminable lives.
The provisions of SFAS 143 are effective for financial statements issued for
fiscal years beginning after June 15, 2002. iVillage has not yet evaluated the
expected impact of the adoption of SFAS 143 on its financial condition, cash
flows and results of operations and will adopt SFAS 143 in fiscal 2003.

                                       5
<PAGE>

iVillage Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 2 - Goodwill and Intangible Assets

         As a result of the adoption of SFAS 142, the Company discontinued the
amortization of goodwill effective January 1, 2002. Identifiable intangible
assets are amortized under the straight-line method over the period of expected
benefit ranging from three to ten years. The Company recharacterized acquired
workforce of approximately $0.9 million, which is no longer defined as an
acquired intangible asset under SFAS 141, as goodwill.

         The following table sets forth the components of goodwill, net as of
March 31, 2002 (in thousands):

<TABLE>
<CAPTION>
                                                                         Adjustment to
                            January 1, 2002      Impairment losses    purchase accounting       March 31, 2002
                             --------------        --------------        --------------        --------------
<S>                          <C>                   <C>                   <C>                   <C>
Reporting unit - 1 .......   $       19,116        $           --        $         (346)       $       18,770
Reporting unit - 2 .......           10,874                (9,181)                   --                 1,693
Reporting unit - 3 .......            1,938                    --                  (135)                1,803
                             --------------        --------------        --------------        --------------
                             $       31,928        $       (9,181)       $         (481)       $       22,266
                             ==============        ==============        ==============        ==============
</TABLE>

         Reporting unit - 1 includes the iVillage, Women.com, Astrology.com and
Cooperative Beauty Ventures, L.L.C. entities; Reporting unit - 2 includes the
Lamaze Publishing and The Newborn Channel entities; and Reporting unit - 3
includes PAG.

         The following table sets forth the components of the intangible assets
subject to amortization as of March 31, 2002 and December 31, 2001 (in
thousands):

<TABLE>
<CAPTION>
                                                      March 31, 2002                 December 31, 2001
                                             --------------------------------   --------------------------------
                                              Gross                             Gross
                                Range of     carrying   Accumulated            carrying   Accumulated
                               useful life    amount   amortization     Net     amount    amortization     Net
                               -----------   --------    --------    --------   --------    --------    --------
<S>                             <C>          <C>         <C>         <C>        <C>         <C>         <C>
Advertiser list and
   customer contracts .......   3-10 years   $ 19,610    $ (5,065)   $ 14,545   $ 19,610    $ (4,288)   $ 15,322
Trademarks and domain
   names ....................   3 years         2,947      (1,288)      1,659      2,947      (1,042)      1,905
Licensing agreement..........   10 years        2,900        (757)      2,143      2,900        (685)      2,215
Non-competition
   agreements ...............   1 year            810        (608)        202        810        (405)        405
Content .....................   3 years           600        (522)         78        600        (472)        128
                                             --------    --------    --------   --------    --------    --------
                                             $ 26,867    $ (8,240)   $ 18,627   $ 26,867    $ (6,892)   $ 19,975
                                             ========    ========    ========   ========    ========    ========
</TABLE>

         Amortization expense for the three months ended March 31, 2002 and 2001
was approximately $1.3 million and $2.7 million, respectively.


                                       6
<PAGE>

iVillage Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)

         Estimated amortization expense for the years ending December 31, are as
follows (in thousands):


                   2002............................           $ 4,830

                   2003............................             4,089

                   2004............................             2,911

                   2005............................             1,760

                   2006............................             1,760
                                                             --------
                                                             $ 15,350
                                                             ========

         The following table provides a reconciliation of net loss for exclusion
of goodwill amortization:

                                                    Three months ended March 31,
                                                         2002           2001
                                                      ----------     ----------

Net loss - as reported ............................   $  (17,896)    $  (12,175)
Add: Goodwill amortization ........................           --          2,115
                                                      ----------     ----------
Net loss - adjusted ...............................   $  (17,896)    $  (10,060)
                                                      ==========     ==========
Per share data:
Basic and diluted net loss per share ..............   $    (0.34)    $    (0.41)
Add: Goodwill amortization ........................           --           0.07
                                                      ----------     ----------
Adjusted basic and diluted net loss per share .....   $    (0.34)    $    (0.34)
                                                      ==========     ==========

Note 3 - Discontinued Operations

Net current liabilities of discontinued operations as of March 31, 2002 were as
follows (in thousands):

       Other current assets........................................ $  6
       Accounts payable and accrued expenses.......................  (99)
                                                                    ----
       Net current liabilities of discontinued operations.......... $(93)
                                                                    ====

Note 4 - Related Party Transactions

National Broadcasting Company, Inc.

         On February 22, 2002, the Company amended its agreement with the
National Broadcasting Company, Inc. ("NBC"), pursuant to which NBC released the
Company from its obligation to make the remaining approximately $4.6 million in
cash payments and to place any additional advertising on NBC, in exchange for
the purchase of approximately $1.3 million in telecast spots in February 2002 by
the Company and the forfeiture of its right to the remaining approximately $4.1
million of prepaid advertising. The approximately $4.1 million charge is
included in the caption "Termination of NBC advertising contract" in the
condensed consolidated statement of operations for the three months ended March
31, 2002.

                                       7
<PAGE>

iVillage Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)

AOL Time Warner Inc.

         In December 2001, iVillage entered into an advertising agreement with
the America Online, Inc. division of AOL Time Warner Inc. ("AOL") pursuant to
which AOL was obligated to deliver a guaranteed amount of impressions during the
period of December 2001 through January 2002. In consideration of these
services, iVillage paid AOL $0.7 million.

         Included in the caption "Sales and marketing" in the condensed
consolidated statements of operations is approximately $0.9 million and $1.1
million of expense from the Company's AOL agreements for the three months ended
March 31, 2002 and 2001, respectively.

Hearst

         In January 2002, the Company signed contracts with Hearst to provide
production and certain hosting services for two additional magazine sites, as
well as The Hearst Corporation corporate Web site. The contracts for the
magazine sites have an initial term of six months, and the contract for The
Hearst Corporation corporate Web site has an initial term of one year, with
automatic renewals unless terminated. The minimum amount of production fees for
the initial term of the contracts is approximately $0.3 million.

         As part of the merger with Women.com Networks, Inc. ("Women.com"), the
Company acquired approximately $4.9 million of prepaid print advertising in
certain Hearst magazines. These ads are currently scheduled to appear through
December 2002. The Company recognized approximately $0.4 million of non-cash
print advertising expense for the three months ended March 31, 2002 from this
advertising. As of March 31, 2002, included in the caption "Other current
assets" in the condensed consolidated balance sheet is approximately $2.7
million of prepaid Hearst print advertising.

         Revenues, net of the royalty payment, from Hearst for the three months
ended March 31, 2002 were approximately $1.9 million. As of March 31, 2002, the
Company was owed, net of royalty payments, approximately $0.2 million from
Hearst.

Note 5 - Business Acquisitions

Promotions.com, Inc.

         On February 11, 2002, the Company announced its intention to acquire
Promotions.com, Inc. ("Promotions.com") through an exchange offer and merger
transaction. The overall transaction has an approximate aggregate value of $13.3
million. Under terms of the merger agreement, iVillage will issue an aggregate
of approximately $3.5 million in shares of iVillage common stock, as well as
approximately $9.8 million in cash, which represents a distribution of all cash
less accrued liabilities and other reserves of Promotions.com.


                                       8
<PAGE>

iVillage Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 6 - Commitments and Contingencies

Leases

         The Company leases office space and equipment, under non-cancelable
operating leases expiring at various dates through April 2015. The following is
a schedule of future minimum lease payments under non-cancelable operating
leases as of March 31, 2002:

                   Year ending March 31:              (in thousands)
                   --------------------------------------------------

                   2003............................           $ 5,844

                   2004............................             4,439

                   2005............................             4,160

                   2006............................             4,020

                   2007............................             3,915
                                                             --------
                                                             $ 22,378
                                                             ========

Joint Ventures

         The Company is obligated to fund the ongoing business and operations of
Cooperative Beauty Ventures, L.L.C., a joint venture between the Company and
Unilever, but not to exceed $7.0 million. As of March 31, 2002, the Company has
contributed approximately $1.9 million.

Litigation

         Several plaintiffs have filed class action lawsuits against the
Company, several of its present and former executives and its underwriters in
connection with its March 1999 initial public offering. A similar class action
lawsuit was filed against the Company's Women.com subsidiary, several of its
former executives and its underwriters in connection with Women.com's October
1999 initial public offering. The complaints generally assert claims under the
Securities Act, the Exchange Act and rules promulgated by the Securities and
Exchange Commission (the "SEC"). The complaints seek class action certification,
unspecified damages in an amount to be determined at trial, and costs associated
with the litigation, including attorneys' fees.

         The Company believes that the lawsuits and claims asserted against
iVillage and Women.com pursuant to these class action complaints are without
merit and intends to vigorously defend against these claims. The Company does
not believe that any of these legal proceedings will have a material adverse
effect on the Company's business, financial condition or results of operations.

Note 7 - Subsequent Events

Promotions.com

         On April 18, 2002, the Company closed its tender offer for
Promotions.com acquiring 82.3% of the outstanding shares of Promotions.com
common stock. In accordance with the terms of the merger agreement,
Promotions.com stockholders received 0.1041 shares of iVillage common stock and
$0.64 in cash for each share of Promotions.com common stock validly tendered and
not withdrawn. The exchange ratio was determined in accordance with a formula
set forth in the merger agreement based on the average of the closing sale
prices of iVillage common stock on The Nasdaq Stock Market ("Nasdaq") for the
five trading days ending April 16, 2002, which average was $2.198. The Company
expects to acquire the remaining outstanding Promotions.com shares and close the
merger on May 24, 2002 at a special meeting of stockholders of Promotions.com.


                                       9
<PAGE>

iVillage Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)

Hearst

         In April 2002, the Company and Hearst amended the magazine content
license and hosting agreement to provide that, if a shortfall in production fees
occurs in the first year of the agreement, then Hearst must place additional
advertising in an amount equal to 40% of the production fee shortfall. The
Company's guaranteed advertising royalty to Hearst would be reduced on a pro
rata basis for any production fee shortfall in the first year of the
agreement.


                                       10
<PAGE>

Item 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations.

         Certain statements in this Quarterly Report on Form 10-Q, including
certain statements contained in this Item 2 constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. The words or phrases "can be," "expects," "may affect,"
"may depend," "believes," "estimate," "project," and similar words and phrases
are intended to identify such forward-looking statements. Such forward-looking
statements are subject to various known and unknown risks and uncertainties and
we caution you that any forward-looking information provided by or on our behalf
is not a guarantee of future performance. Actual results could differ materially
from those anticipated in such forward-looking statements due to a number of
factors, some of which are beyond our control, in addition to those risks
discussed below and in our other public filings, press releases and statements
by our management, including (i) the volatile and competitive nature of the
media industry, (ii) changes in domestic and foreign economic, political and
market conditions, (iii) the effect of federal, state and foreign regulation on
our business, (iv) the impact of recent and future acquisitions and joint
ventures on our business and financial condition, (v) our ability to establish
and maintain relationships with advertisers, sponsors, and other third party
providers and partners, (vi) the impact of pending litigation on our business
and financial condition and (vii) our ability to successfully integrate and
manage our acquisition of Promotions.com. All such forward-looking statements
are current only as of the date on which such statements were made. We do not
undertake any obligation to publicly update any forward-looking statement to
reflect events or circumstances after the date on which any such statement is
made or to reflect the occurrence of unanticipated events.

Overview

         iVillage is a leading women's media company and the number one source
for women's information online. iVillage includes iVillage.com, Women.com, PAG,
Lamaze Publishing, The Newborn Channel, iVillage Solutions and Astrology.com.
iVillage.com and Women.com are leading online women's destinations providing
practical solutions and everyday support for women 18 and over. Lamaze
Publishing produces advertising supported educational materials for expectant
and new parents. The Newborn Channel is a satellite television network broadcast
in approximately 1,100 hospitals nationwide. PAG offers an extensive database of
women's organizations and Web sites in the nation to subscribing companies and
members.

         The discussion and analysis below includes the results of operations of
Cooperative Beauty Ventures, L.L.C. since March 1, 2001, Women.com since June
18, 2001, and PAG since July 16, 2001. Cooperative Beauty Ventures, L.L.C. was
accounted for under the equity method of accounting prior to March 1, 2001.

         Financial Reporting Release No. 60, which was recently released by the
SEC, requires all companies to include a discussion of critical accounting
policies or methods used in the preparation of financial statements. The
following is a brief discussion of the more significant accounting policies and
methods used by iVillage.

Revenue Recognition

         To date, iVillage's revenues have been derived primarily from the sale
of sponsorship and advertising contracts. Sponsorship revenues are derived
principally from contracts ranging from one to three years. Sponsorships are
designed to support the customer's broad marketing objectives, including brand
promotion, awareness, product introductions and online research. Sponsorship
agreements typically include the delivery of impressions on iVillage's Web sites
and occasionally the design and development of customized sites that enhance the
promotional objectives of the sponsor. An impression is the viewing of
promotional material on a Web page, which may include banner advertisements,
links, buttons or other text or images. As part of certain sponsorship
agreements, sponsors who also sell products may provide iVillage with a
commission on sales of their products generated through iVillage's Web sites. To
date, these amounts have not been significant.

                                       11
<PAGE>

         Advertising revenues are derived principally from short-term
advertising contracts in which iVillage typically guarantees a minimum number of
impressions or pages to be delivered to users over a specified period of time
for a fixed fee. Sponsorship and advertising revenues are recognized ratably in
the period in which the advertisement is displayed, provided that iVillage has
no continuing obligations and the collection of the receivable is reasonably
assured, at the lesser of the ratio of impressions delivered over total
guaranteed impressions or the straight-line basis over the term of the contract.
To the extent that minimum guaranteed impressions are not met, iVillage defers
recognition of the corresponding revenues until the guaranteed impressions are
achieved.

         In recent quarters, iVillage has experienced a shift from the larger
long-term sponsorship agreements that were prevalent a few years ago to smaller,
short-term advertising agreements. During this same period, iVillage has
recognized a significant portion of its quarterly revenues in the latter part of
each quarter, thus making it more difficult for iVillage to accurately project
future quarterly revenues.

         Included in sponsorship and advertising revenues are revenues from
advertising placements in Lamaze Publishing's publications, videos and Web site,
and satellite broadcasts on The Newborn Channel. In addition, revenues are
generated through a sampling and coupon program, which offers advertisers the
ability to distribute samples, coupons and promotional literature to new and
expectant parents.

         Sponsorship and advertising revenues also include barter revenues,
which generally represent exchanges by iVillage of advertising space on its Web
sites for reciprocal advertising space or traffic on other Web sites. Revenues
and expenses from these barter transactions are recorded based upon the fair
value of the advertisements delivered. Fair value of advertisements delivered is
based upon iVillage's recent practice of receiving cash from similar
advertisers. Barter revenues are recognized when the advertisements are
displayed on iVillage.com and its affiliated properties. Barter expenses are
generally recognized when iVillage's advertisements are displayed on the
reciprocal Web sites or properties, which is typically in the same period as
when advertisements are displayed on iVillage.com and its affiliated properties,
and are included as part of sales and marketing expenses. Revenues from barter
transactions were approximately $0.9 million and $0.5 million for the three
months ended March 31, 2002 and 2001, respectively.

         iVillage Solutions is a business unit within iVillage that provides
production and back-end provisioning for customers in need of these services.
iVillage recognizes revenues from production services based upon actual hours
worked at iVillage's negotiated hourly rates and/or fixed fees stipulated in
contracts.

         PAG is a comprehensive source of information and program linkage to the
women's market around the world and offers an extensive database of women's
organizations and Web sites in the nation to subscribing companies and members.
Revenues from PAG are generated primarily through subscription-based programs
that convey current best practices for women and diversity issues in the
workplace. iVillage recognizes revenue from these subscriptions ratably over the
term of the contract.

         Revenues from the e-commerce portion of Astrology.com consist of the
sale of astrological charts and other related products to visitors to the
Astrology.com Web site. iVillage recognizes revenues from Astrology.com product
sales, net of any discounts, when products are shipped to customers and the
collection of the receivable is reasonably assured.

         iVillage received fees from licensing portions of its content in
connection with its agreement with PlanetRx.com, Inc. These fees were recognized
on a straight-line basis over the life of the contract, which ended in the first
quarter of 2002.

         iVillage has and expects to continue to receive revenues from new
initiatives involving subscription-based properties and the sale of research.
While iVillage believes that one or both of these new initiatives will develop
into a recurring source of significant revenues, iVillage can make no assurance
that it will be successful in any of these endeavors.

Goodwill

         Goodwill is not subject to amortization and is tested for impairment
annually, or more frequently if events or changes in circumstances indicate that
the asset may be impaired. The impairment test consists of a comparison of the
fair value of goodwill with its carrying amount. If the carrying amount of
goodwill exceeds its fair value, an impairment loss shall be recognized in an
amount equal to that excess. After an impairment loss is recognized, the
adjusted carrying amount of goodwill is its new accounting basis.

Intangible Assets

         iVillage assesses the recoverability of its intangible assets by
determining whether the unamortized balance over its remaining life can be
recovered through forecasted cash flows. If undiscounted forecasted cash flows
indicate that the unamortized amounts will not be recovered, an adjustment is
made to reduce the net amounts to an amount consistent with forecasted future
cash flows discounted at a rate commensurate with the risk associated when
estimating future discounted cash flows. Future cash flows are based on trends
of historical performance and management's estimate of future performance,
giving consideration to existing and anticipated competitive and economic
conditions.

                                       12
<PAGE>

Results of Operations

Revenues

         Revenues were approximately $15.1 million for the three months ended
March 31, 2002, which represents an increase of approximately 20% when compared
with the three months ended March 31, 2001. The increase in revenues was
primarily due to the acquisitions of Women.com and PAG resulting in identifiable
incremental revenues of approximately $0.9 million and $0.7 million,
respectively, as well as revenues from new initiatives involving
subsciption-based properties and research resulting in revenues of approximately
$0.3 million and $1.0 million, respectively. Sponsorship and advertising
revenues were approximately $10.2 million for the three months ended March 31,
2002, compared to approximately $11.1 million for the corresponding period in
2001. Sponsorship and advertising revenues accounted for approximately 68% and
88% of total revenues for the three months ended March 31, 2002 and 2001,
respectively. Revenues from Lamaze Publishing and The Newborn Channel accounted
for approximately 30% of sponsorship and advertising revenues for the three
months ended March 31, 2002 and 2001, respectively.

         Included in sponsorship and advertising revenues are barter
transactions, which accounted for approximately 9% and 5% of sponsorship and
advertising revenues for the three months ended March 31, 2002 and 2001,
respectively.

         Included in revenues are production fees received from work performed
(primarily for Hearst) by the iVillage Solutions unit, which accounted for
approximately 10% of total revenues for the three months ended March 31, 2002.
Since iVillage Solutions was a new unit formed in the third quarter of 2001,
there are no comparative numbers for the corresponding period.

         Included in revenues are subscription-based fees derived from the
services provided by PAG which accounted for approximately 5% of total revenues
for the three months ended March 31, 2002. PAG was acquired in the third quarter
of 2001, and consequently there are no comparative numbers for the corresponding
period in 2001.

         Included in revenues are fees received from licensing portions of
iVillage's content, and fees from chart sales through Astrology.com, which
accounted for approximately 9% and 12% of total revenues for the three months
ended March 31, 2002 and 2001, respectively.

         Included in revenues are fees from new initiatives involving
subscription-based properties and the sale of research which accounted for
approximately 8% of total revenues for the three months ended March 31, 2002.
These new initiatives were commenced in the later part of 2001, and consequently
there are no comparative numbers for the corresponding period in 2001.

         For the three months ended March 31, 2002 and 2001, revenues from
iVillage's five largest customers accounted for approximately 45% and 33% of
total revenues, respectively. Three advertisers, Hearst, Procter and Gamble and
Unilever accounted for approximately 13%, 11%, and 10%, respectively, of
iVillage's total revenues for the three months ended March 31, 2002. One
customer, Unilever, accounted for 13% of total revenues for the three months
ended March 31, 2001. At March 31, 2002, Unilever and Procter and Gamble
accounted for approximately 18% and 15% of the net accounts receivable,
respectively, and at December 31, 2001, Hearst and Unilever accounted for
approximately 14% and 10% of the net accounts receivable, respectively.

                                       13
<PAGE>

Operating Expenses

         Editorial, Product Development and Technology. Editorial, product
development and technology expenses consist primarily of payroll and related
expenses for the editorial, technology, Web site design and production staffs,
severance costs for terminated employees, the cost of communications, related
expenditures necessary to support iVillage's Web sites, software development,
technology and support operations, and an allocation of facility expenses, which
is based on the number of personnel. Editorial, product development and
technology expenses for the three months ended March 31, 2002 were approximately
$6.7 million, or 44% of total revenues. Editorial, product development and
technology expenses were approximately $8.9 million, or 70% of total revenues,
for the corresponding period in 2001. The decrease between the comparable
periods was primarily attributable to a decrease of salaries, severance and
related benefits of approximately $0.8 million, renegotiation of expenditures
necessary to support iVillage's Web sites of approximately $0.2 million, lower
production costs for Lamaze Publishing's publications of approximately $0.4
million, and lower facility costs resulting in a decreased facilities allocation
of approximately $0.3 million. Editorial, product development and technology
expenses decreased as a percentage of total revenues for the three months ended
March 31, 2002, as compared to the same period in 2001, as a result of the
benefits recognized from cost reduction initiatives implemented throughout 2001
coupled with an increase in revenues.

         Sales and Marketing. Sales and marketing expenses consist primarily of
costs related to distribution agreements, payroll and expenses for sales and
marketing personnel, severance costs for terminated employees, commissions,
advertising and other marketing-related expenses, and an allocation of facility
expenses, which is based on the number of personnel. Sales and marketing
expenses for the year ended March 31, 2002 were approximately $11.4 million, or
76% of total revenues. Sales and marketing expenses were approximately $9.0
million, or 72% of total revenues, for the comparable period in 2001. The dollar
increase in sales and marketing expenses for the three-month period ended March
31, 2002, as compared to 2001, was primarily attributable to the negotiated
advertising spend and termination of an advertising agreement with NBC resulting
in charges of approximately $1.3 million and $4.1 million, respectively, offset
by the benefits of cost reduction initiatives implemented throughout 2001 which
resulted in an approximately $0.6 million decrease in advertising expenses, a
decrease in payroll, severance and related benefits of $1.0 million, and a
decrease in AOL distribution costs of approximately $0.8 million. Sales and
marketing expenses increased as a percentage of total revenues for the three
months ended March 31, 2002, compared to the comparable period in 2001, as a
result of the one-time NBC termination charge.

         Included in sales and marketing expenses are barter transactions, which
amounted to approximately 7% and 6% of sales and marketing costs during the
three months ended March 31, 2002 and 2001, respectively.

         General and Administrative. General and administrative expenses consist
primarily of payroll and related expenses and benefits and related costs for
general corporate overhead, including executive management, finance, allocated
facilities, human resources and legal, severance costs for terminated employees,
and other professional fees. General and administrative expenses for the three
months ended March 31, 2002 were approximately $2.8 million, or 19% of total
revenues. For the comparable period in 2001, general and administrative expenses
were approximately $3.2 million, or 26% of total revenues. The decrease in
general and administrative expenses for the comparable three-month period was
primarily due to a decrease in salaries, severance and related benefits of
approximately $0.7 million, offset by the acquisition of PAG resulting in
incremental costs of approximately $0.2 million. General and administrative
expenses decreased as a percentage of total revenues for the three months ended
March 31, 2002, compared to the comparable period in 2001, as a result of the
benefits recognized from cost reduction initiatives implemented throughout 2001
coupled with an increase in revenues.

         Depreciation and Amortization. Depreciation and amortization expenses
for the three months ended March 31, 2002 were approximately $3.0 million, or
20% of total revenues. For 2001, depreciation and amortization expenses were
approximately $4.3 million, or 34% of total revenues. The dollar decrease in
depreciation and amortization for the comparable three-month period was
primarily due to the adoption of the provisions of SFAS No. 142.

                                       14
<PAGE>

Interest Income, Net

         Interest income, net includes primarily interest income from iVillage's
cash balances. Interest income, net for the three months ended March 31, 2002
was approximately $0.2 million, or 1% of total revenues. For the same period in
2001, interest income, net was approximately $0.9 million, or 7% of total
revenues. The decrease between 2002 and 2001 was due to lower average net cash
and cash equivalents balances and lower interest rates in 2002 as compared to
2001.

Net Loss

         iVillage recorded a net loss of approximately $17.9 million, or $0.34
per share, for the three months ended March 31, 2002. For the same period in
2001, iVillage recorded a net loss of approximately $12.2 million, or $0.41 per
share. The increase in net loss for the three months ended March 31, 2002 was
primarily due to the adoption of SFAS 142 which resulted in a change of
accounting principle charge of approximately $9.2 million, offset by increased
revenues of approximately $2.5 million.

Recent Events

Promotions.com

         On April 18, 2002, the Company closed its tender offer for
Promotions.com acquiring 82.3% of the outstanding shares of Promotions.com
common stock. In accordance with the terms of the merger agreement,
Promotions.com stockholders received 0.1041 shares of iVillage common stock and
$0.64 in cash for each share of Promotions.com common stock validly tendered and
not withdrawn. The exchange ratio was determined in accordance with a formula
set forth in the merger agreement based on the average of the closing sale
prices of iVillage common stock on Nasdaq for the five trading days ending April
16, 2002, which average was $2.198. The Company expects to acquire the remaining
outstanding Promotions.com shares and close the merger on May 24, 2002 at a
special meeting of stockholders of Promotions.com.

Hearst

         In April 2002, the Company and Hearst amended the magazine content
license and hosting agreement to provide that, if a shortfall in production fees
occurs in the first year of the agreement, then Hearst must place additional
advertising in an amount equal to 40% of the production fee shortfall. The
Company's guaranteed advertising royalty to Hearst would be reduced on a pro
rata basis for any production fee shortfall in the first year of the
agreement.


                                       15
<PAGE>

Liquidity and Capital Resources

         Financial Reporting Release No. 61, which was recently released by the
SEC, requires all companies to include a discussion to address, among other
things, liquidity, off-balance sheet arrangements, contractual obligations and
commercial commitments. iVillage currently does not maintain any off-balance
sheet arrangements.

         As of March 31, 2002, iVillage had approximately $28.9 million in cash
and cash equivalents and approximately $8.5 million of restricted cash. Cash
equivalents consists of money market accounts. The restricted cash consists of
money held for a letter of credit collateralizing a real estate lease for
iVillage's office space. iVillage maintains its cash and cash equivalents in
highly rated financial institutions.

         iVillage has sustained net losses and negative cash flows from
operations since its inception. iVillage's ability to meet its obligations in
the ordinary course of business is dependent upon its ability to achieve
profitable operations and/or raise additional financing through public or
private equity financings, collaborative or other arrangements with corporate
sources, or other sources of financing to fund operations. Unless the market
price of the Company's common stock increases dramatically, it is unlikely that
the Company will be able to raise funds through a public offering of its common
stock, although management believes that it could raise funds through a private
placement of its common stock. However, iVillage can make no assurance that it
will achieve profitable operations or that it will be able to raise adequate
financing from other sources. Due primarily to the Company's lack of
profitability, it is unlikely that the Company will be able to obtain bank
financing. Management believes that iVillage's current funds will be sufficient
to enable iVillage to meet its planned expenditures through the next twelve
months. If anticipated operating results are not achieved, management has the
intent and believes it has the ability to delay or reduce expenditures so as not
to require additional financial resources, if those resources were not available
on terms acceptable to iVillage, although there can be no assurances in this
regard.

         iVillage has and expects to continue to reduce its costs. In the past
the Company has achieved cost reductions through increased managerial
efficiencies and several expense reduction initiatives targeted at certain
expenses, including without limitation, reduced advertising, targeted staff
reductions and reduced company employee benefit plan costs, as well as other
initiatives.

         Net cash used in operating activities decreased to approximately $2.1
million for the three months ended March 31, 2002, from approximately $9.1
million for the same period in 2001. The overall decrease in net cash used in
operating activities resulted primarily from a decrease in net loss, less
adjustments, of approximately $2.4 million, a decrease in restricted cash and
other assets of approximately $4.1 million primarily due to the one-time charge
for the termination of the NBC agreement and a decrease in moneys spent for
accounts payable and accrued expenses of approximately $1.8 million, offset by
an increase in deferred revenue of approximately $1.2 million. The decrease in
net loss, less adjustments, was primarily due to an increase in revenues of
approximately $2.5 million in the first quarter 2002 as compared to the
comparable period in 2001.

         Net cash used in investing activities was approximately $0.2 million
for the three months ended March 31, 2002, compared to approximately $3.9
million for the three months ended March 31, 2001. The overall decrease in net
cash used in investing activities for the three months ended March 31, 2002
compared to the comparable period in 2001 was a result of lower fixed asset
purchases in 2002 of approximately $2.3 million, and the purchase of an
additional 30.1% interest in Cooperative Beauty Ventures L.L.C. of approximately
$1.1 million in the first quarter of 2001.



                                       16
<PAGE>

         Net cash provided by financing activities amounted to approximately
$1.4 million for the three months ended March 31, 2002, compared to
approximately $1.3 million for the three months ended March 31, 2001. The
overall increase in cash provided by financing activities for the three months
ended March 31, 2002 compared to the comparable period in 2001 was due to the
exercise of stock options in the first quarter of 2002.

         In March 2001, iVillage purchased an additional 30.1% of Cooperative
Beauty Ventures, L.L.C. from Unilever for $1.5 million, thereby increasing its
ownership to 80.1%. The agreement revised iVillage's funding obligation and
provides that iVillage will fund the ongoing business and operations of this
venture, not to exceed $7.0 million, and terminates Unilever's funding
obligation. As of March 31, 2002, iVillage has contributed approximately $1.9
million to the venture.

         Unilever can exercise a "put" option to require iVillage to purchase
Unilever's remaining ownership interest in the venture for fair market value at
any time after September 30, 2002, or at any earlier time if the venture permits
any person to use the "Substance" mark other than in connection with the
venture's business or the venture fails to use the "Substance" mark in
connection with its business from and after May 1, 2001. At any time on or after
September 30, 2002, iVillage can exercise a "call" option to require Unilever to
sell its remaining interest in the venture to iVillage for fair market value;
provided, however, that Unilever can exercise a "call" option superior to
iVillage's "call" option to purchase a portion of iVillage's interest in the
venture for fair market value, up to a limit of 50% of the venture's ownership.
These "put" and "call" options must be paid in cash. If iVillage was required to
purchase Unilever's remaining ownership interest in the venture pursuant to the
exercise of one of these options, iVillage does not believe the amount of cash
payable would be material and expects that it would fund this obligation with
its working capital. In addition, at any time on or after September 30, 2002,
Unilever can exercise a "call" option to purchase a portion of iVillage's
membership interest in the venture for fair market value, up to a limit of 50%
of the venture's ownership. As a result of the purchase transaction described
above, iVillage gained operational control of the venture and the venture was
consolidated within iVillage's financial statements beginning in March 2001.

         In addition, iVillage amended its February 2000 advertising agreement
with Unilever. The amendment increased Unilever's advertising purchase
commitment to $14.5 million from $12.0 million. Through March 31, 2002, iVillage
had earned approximately $9.8 million under the advertising agreement and
approximately $4.7 million of the advertising purchase commitment remains from
April 1, 2002 through March 31, 2003.

         Pursuant to an amended and restated magazine content license and
hosting agreement with Hearst, Hearst has committed to purchase from iVillage
between $15.0 million and $21.0 million of production and advertising services
over a three-year period. This agreement also provides for revenue sharing
between Hearst and iVillage with respect to advertising revenues obtained by
iVillage from the Hearst magazine Web sites and iVillage's other Web sites
containing substantial Hearst content. This revenue-sharing arrangement requires
that iVillage pay Hearst a royalty payment, based on net advertising revenues,
of at least $3.9 million during the three-year term of the agreement. This
amount would be reduced on a pro rata basis if Hearst fails to expend a minimum
of $5.0 million in production fees in the second and third years of the
agreement. See "Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations-Recent Events".

         Women.com has been party to a multi-year advertising agreement with
Procter and Gamble since July 2000. iVillage had earned approximately $3.3
million under this advertising agreement through March 31, 2002, and
approximately $7.7 million of the advertising purchase commitment remains from
April 1, 2002 through June 30, 2003.

         In December 2001, concurrent with the termination of Women.com's
agreement with AOL, iVillage entered into an advertising agreement with AOL
pursuant to which AOL delivered a guaranteed amount of impressions during the
period from December 2001 through January 2002. In consideration of these
services, iVillage paid AOL $0.7 million.

         On February 11, 2002, iVillage announced its intention to acquire
Promotions.com through an exchange offer and merger transaction. The overall
transaction has an approximate aggregate value of $13.3 million. Under the terms
of the merger agreement, iVillage will issue an aggregate of approximately $3.5
million in shares of iVillage common stock, as well as approximately $9.8
million in cash, which represents a distribution of all cash less accrued
liabilities and other reserves of Promotions.com.

                                       17
<PAGE>

         On February 22, 2002, iVillage amended its advertising and promotional
agreement with NBC, pursuant to which NBC released iVillage from its obligation
to make the remaining approximately $4.6 million in cash payments and to place
any additional advertising on NBC, in exchange for the purchase of approximately
$1.3 million in telecast spots in February 2002 by iVillage and the forfeiture
of iVillage's right to the remaining approximately $4.1 million of prepaid
advertising.

         In March 2002, iVillage entered into a new one-year financial advisory
agreement with Allen & Company Incorporated ("Allen & Company") pursuant to
which Allen & Company has agreed to act as iVillage's financial advisor with
respect to various matters from time to time. iVillage paid Allen & Company an
initial non-refundable fee of $505,000 in April 2002, which fee shall be
credited towards any additional fees payable to Allen & Company for services
rendered pursuant to this agreement.

         iVillage leases office space and equipment under non-cancelable
operating leases expiring at various dates through April 2015. The following is
a schedule of future minimum lease payments under noncancelable operating leases
as of March 31, 2002 for the next five years:

         Year Ending March 31,                              (in thousands)
         2003 ..................................               $ 5,844
         2004 ..................................                 4,439
         2005 ..................................                 4,160
         2006 ..................................                 4,020
         2007 ..................................                 3,915
                                                               -------
                                                               $22,378
                                                               =======

         iVillage anticipates receiving from the landlord of its New York
headquarters the remaining approximately $0.8 million for reimbursement of
certain construction expenses in 2002.

         iVillage's capital requirements depend on numerous factors, including:

         o        market acceptance of its services;

         o        the amount of resources iVillage devotes to investments in the
                  iVillage network, including entering into joint ventures with
                  and/or the acquisition of other entities;

         o        the resources iVillage devotes to marketing; and

         o        the resources iVillage devotes to selling its services and
                  brand promotions.

Recent Accounting Pronouncements

         Effective January 1, 2002, the Company adopted SFAS No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS 141
requires all business combinations to be accounted for using the purchase method
of accounting and that certain intangible assets acquired in a business
combination shall be recognized as assets apart from goodwill. SFAS 142
addresses the recognition and measurement of goodwill and other intangible
assets subsequent to their acquisition. SFAS 142 also addresses the initial
recognition and measurement of intangible assets acquired outside of a business
combination whether acquired individually or with a group of other assets. This
statement provides that intangible assets with indefinite lives and goodwill
will not be amortized, but will be tested at least annually for impairment. Upon
completion of the transitional impairment test, the fair value for one of the
Company's reporting units did not exceed the reporting unit's carry amount and
an impairment was recorded of approximately $9.2 million (See Note 2 in the
Notes to Condensed Consolidated Financial Statements (Unaudited)).

                                       18
<PAGE>

         In August 2001, the FASB issued SFAS No. 143, "Accounting for
Obligations Associated with the Retirement of Long-Lived Assets". The objective
of SFAS 143 is to provide accounting guidance for legal obligations associated
with the retirement of long-lived assets. The retirement obligations included
within the scope of this project are those that an entity cannot avoid as a
result of either the acquisition, construction or normal operation of a
long-lived asset. Components of larger systems also fall under this project, as
well as tangible long-lived assets with indeterminable lives. The provisions of
SFAS 143 are effective for financial statements issued for fiscal years
beginning after June 15, 2002. iVillage has not yet evaluated the expected
impact of the adoption of SFAS 143 on its financial condition, cash flows and
results of operations and will adopt SFAS 143 in fiscal 2003.

Risk Factors That May Affect Results of Operations and Financial Condition

Risks Relating to the Proposed Merger with Promotions.com

The market price of iVillage common stock may decline after completion of the
merger of an iVillage subsidiary with and into Promotions.com (the "Merger").

         The market price of iVillage common stock may decline after completion
of the Merger if:

         o        the integration of the business and operations of
                  Promotions.com is unsuccessful or takes longer than
                  anticipated;

         o        the effect of the Merger on iVillage's financial results is
                  not consistent with the expectations of securities analysts or
                  investors;

         o        iVillage does not achieve the perceived benefits of the Merger
                  as rapidly as, or to the extent, anticipated by securities
                  analysts or investors; or

         o        following the Merger, significant stockholders of iVillage
                  decide to dispose of their shares because the results of the
                  Merger are not consistent with their expectations.

        iVillage's stock price has been volatile and should be expected to
continue to fluctuate.

In attempting to integrate the business and technology of Promotions.com,
iVillage will incur significant costs which may harm its business.

         iVillage expects to incur costs and commit significant management time
integrating Promotions.com's operations, technology, Web sites, products,
customers and personnel. These costs may be substantial and may include costs
for:

         o        integration of operations, including combining teams and
                  processes in various functional areas;

         o        reorganization or closure of operations and/or facilities;

         o        integration of technology, Web sites and products;

                                       19
<PAGE>

         o        fees and expenses of professionals and consultants involved in
                  completing the integration process; and

         o        potential existing liabilities of Promotions.com.


         Successful integration of Promotions.com's operations, technology, Web
sites, products, customers and personnel will place a significant burden on the
management and internal resources of iVillage. The diversion of the attention of
management and any difficulties encountered in the transition and integration
process could have a material adverse effect on iVillage's future business,
financial condition and results of operations.

If iVillage does not successfully integrate the business and operations of
Promotions.com, iVillage's financial results and its ability to achieve
profitability will be adversely affected.

         iVillage has commenced the integration of Promotions.com's operations,
technology, Web sites, products, customers and personnel. iVillage will strive
to maintain the companies' relationships with key customers. Integration efforts
may be difficult and unpredictable because of possible cultural conflicts and
different opinions on strategic plans, personnel and other decisions. iVillage
does not know whether it will be successful in these integration efforts and it
cannot assure you that it will be able to integrate the business and operations
of Promotions.com in a timely and efficient manner. If iVillage cannot
successfully integrate Promotions.com's operations, technology, Web sites,
products, customers and personnel and maintain iVillage's and Promotions.com's
relationships with key customers, the business, financial condition and results
of operations of iVillage may be seriously harmed.

Failure to complete the Merger could negatively affect the business of iVillage
and the market price of iVillage common stock.

         If the Merger is not completed for any reason, iVillage will be subject
to a number of risks that may affect its business and common stock price,
including:

         o        iVillage could be required to pay Promotions.com a $250,000
                  termination fee;

         o        the market price of shares of iVillage common stock may
                  decline to the extent that the current market price of those
                  shares reflects a market assumption that the Merger will be
                  completed;

         o        costs related to the Merger, such as legal and accounting
                  fees, must be paid even if the Merger is not completed;

         o        the benefits that iVillage expects to realize from the Merger
                  would not be realized; and

         o        the diversion of management attention from the day-to-day
                  business of iVillage and the unavoidable disruption to its
                  employees and its relationships with customers and joint
                  venturers during the period before consummation of the Merger
                  may make it difficult for iVillage to regain its market
                  position if the Merger does not occur.

iVillage may incur liability under lawsuits currently pending against
Promotions.com.

         Promotions.com is currently engaged in a number of civil litigation
matters, including a lawsuit brought by E.piphany, Inc. ("E.piphany"). E.piphany
is a software company that was engaged by Promotions.com in February 2000 to
provide an e-mail management software solution. The lawsuit brought by E.piphany
alleges, among other claims, breach of contract as a result of nonpayment by
Promotions.com. The lawsuit seeks approximately $689,000 in damages. If the
Merger is completed, iVillage may incur liability arising from this and other
lawsuits pending against Promotions.com. iVillage intends to vigorously defend
against these lawsuits, and believes that Promotions.com has several meritorious
defenses and, in some instances, counterclaims. Litigation is, however, never
certain. If the defenses are not successful, iVillage may be forced to make
material payments to these plaintiffs and these payments, if not fully covered
by insurance carriers or Promotions.com's existing litigation reserves, could
harm iVillage's business, financial condition and results of operations. Even if
these claims are not successful, the litigation could result in material costs
to iVillage and could divert management's time and attention away from business
operations.

                                       20
<PAGE>

Risks Relating to Current and Future Operations

iVillage may face difficulties encountered in the new and rapidly evolving
markets in which it operates.

         iVillage faces many of the risks and difficulties frequently
encountered in new and rapidly evolving markets, including the Internet
advertising market. These risks and difficulties include iVillage's ability to:

         o        attract a larger audience to the iVillage network of Web
                  sites;

         o        increase awareness of the iVillage brand;

         o        strengthen user loyalty;

         o        offer compelling content;

         o        maintain current, and develop new, strategic relationships;

         o        attract a large number of advertisers from a variety of
                  industries;

         o        respond effectively to competitive pressures;

         o        continue to develop and upgrade iVillage's technology; and

         o        attract, retain and motivate qualified personnel.

iVillage has not achieved profitability and has recent and anticipated
continuing losses.

         iVillage has not achieved profitability and iVillage expects to
continue to incur operating losses for the foreseeable future. iVillage incurred
net losses attributable to common stockholders of approximately $17.9 million
for the three months ended March 31, 2002, approximately $48.5 million for the
year ended December 31, 2001, and approximately $191.4 million for the year
ended December 31, 2000. As of March 31, 2002, iVillage's accumulated deficit
was approximately $450.7 million.

         iVillage cannot make any assurances that it will achieve sufficient
revenues for profitability. Even if iVillage does achieve profitability,
iVillage cannot make any assurances that it will be able to sustain or increase
profitability on a quarterly or annual basis. If revenues grow slower than
iVillage anticipates, or if operating expenses exceed iVillage's expectations or
cannot be adjusted accordingly, its business, financial condition and results of
operations will be materially adversely affected. Because iVillage's strategy
includes acquisitions of, and joint ventures with, other businesses, acquisition
and joint venture expenses and any cash used to make these acquisitions and
joint ventures will reduce its available cash.


                                       21
<PAGE>

iVillage has a small number of customers and the loss of a number of these
customers could adversely affect its business, financial condition and results
of operations.

         iVillage depends on a limited number of customers for a significant
portion of its revenues. For the three months ended March 31, 2002 and 2001,
revenues from iVillage's five largest customers accounted for approximately 45%
and 33% of total revenues, respectively. Three advertisers, Hearst, Procter and
Gamble and Unilever accounted for approximately 13%, 11%, and 10%, respectively,
of iVillage's total revenues for the three months ended March 31, 2002. One
customer, Unilever, accounted for 13% of total revenues for the three months
ended March 31, 2001. At March 31, 2002, Unilever and Procter and Gamble
accounted for approximately 18% and 15% of the net accounts receivable,
respectively, and at December 31, 2001, Hearst and Unilever accounted for
approximately 14% and 10% of the net accounts receivable, respectively. iVillage
anticipates that its results of operations in any given period will continue to
depend to a significant extent on revenues from a small number of customers. In
addition, iVillage's largest customers have in the past varied over time, and
iVillage anticipates that they will continue to do so in the future.
Consequently, the loss of even a small number of iVillage's largest customers at
any one time may adversely affect iVillage's business, financial condition and
results of operations, unless iVillage is able to enter into a sufficient number
of new comparable contracts.

iVillage's quarterly revenues and operating results are not indicative of future
performance, are difficult to forecast and have been and are likely to continue
to fluctuate.

         iVillage does not believe that period-to-period comparisons of its
operating results are necessarily meaningful nor should they be relied upon as
reliable indicators of future performance, thus making it difficult to forecast
quarterly revenues and results of operations. In addition, iVillage's operating
results are likely to fluctuate significantly from quarter to quarter as a
result of several factors, many of which are outside iVillage's control, and any
of which could materially harm iVillage's business. These factors include:

         o        fluctuations in the demand for Internet advertising or
                  electronic commerce;

         o        bankruptcies or other payment defaults of companies that are a
                  source of advertising revenues;

         o        volatility in the Internet market and the high number of
                  companies decreasing their marketing budgets;

         o        changes in the level of traffic on its network; and

         o        fluctuations in marketing expenses and technology
                  infrastructure costs.

         iVillage's revenues for the foreseeable future will remain dependent on
user traffic levels and advertising activity on its Web sites. Future revenues
are difficult to forecast. iVillage may be unable to adjust spending quickly
enough to offset any unexpected reduction in revenues in a particular quarter,
which may materially and adversely affect its business, financial condition and
results of operations.

         In one or more future quarters, iVillage's results of operations may
fall below the expectations of securities analysts and investors. If iVillage's
results of operations fall below expectations, the trading price of its common
stock would likely be materially adversely affected. In addition, if the
revenues of iVillage in any particular quarter are lower than anticipated,
iVillage may be unable to reduce spending in that quarter. If iVillage has a
shortfall in revenues in relation to its expenses, then iVillage's business,
financial condition and results of operations would be materially adversely
affected.

iVillage may need to raise additional capital and its prospects for obtaining
additional financing are uncertain.

         iVillage currently anticipates that its existing cash and cash
equivalents will be sufficient to meet its anticipated capital expenditures and
working capital requirements for at least the next 12 months. The amount of cash
and cash equivalents that will be available to iVillage on consummation of the
Merger cannot be accurately predicted, however, and depends on many factors,
including the amount of revenues received and expenses incurred by each company
during the period prior to the date on which the Merger is completed.
Accordingly, iVillage may need to raise additional funds in the future to fund
its operations. iVillage can make no assurances that additional financing will
be available to iVillage on acceptable terms, or at all. In particular, unless
the market price of iVillage's common stock increases dramatically, it is
unlikely that iVillage will be able to raise funds through a public offering of
its common stock. Due to iVillage's lack of profitability, it is also unlikely
that iVillage would be able to obtain any bank financing. If anticipated
operating results are not achieved, management of iVillage has the intent and
believes it has the ability to delay or reduce expenditures so as not to require
additional financial resources if those resources were not available on terms
acceptable to iVillage, although iVillage can make no assurarances in this
regard.

                                       22
<PAGE>

The downturn in the economy has raised uncertainties concerning iVillage's
business prospects.

         The national economy has recently experienced a slowdown. As a result,
many of iVillage's customers have experienced difficulty in maintaining their
current operations and implementing their business plans. Many of these
customers have reduced their spending on iVillage's products and services,
and/or may not be able to discharge their current payables and other obligations
to iVillage. The non-payment or late payment of amounts due to iVillage from a
significant customer, or the non-payment or late payment by multiple customers
which, in the aggregate, are substantial would materially adversely affect
iVillage's business, financial condition and results of operations.

As of March 31, 2002, Hearst owned approximately 30.2% of the outstanding shares
of iVillage common stock and had three representatives on the iVillage Board of
Directors; therefore, Hearst is able to significantly influence iVillage's
corporate direction and policies.

         As of March 31, 2002, Hearst owned approximately 30.2% of the
outstanding shares of iVillage's common stock, assuming that all of the shares
of Women.com held by former Women.com stockholders had been exchanged for shares
of iVillage common stock, in which case there would have been 53,434,138 shares
of iVillage common stock outstanding. In addition, Hearst holds a warrant
entitling it to purchase 2,065,695 shares of iVillage's common stock.

         Pursuant to an amended and restated stockholder agreement entered into
between Hearst and iVillage on June 20, 2001, iVillage appointed three
representatives of Hearst to its board of directors, with one Hearst designee
appointed to each class of director. The amended and restated stockholder
agreement provides that the number of Hearst representatives is subject to
reduction if Hearst's ownership of iVillage common stock falls below certain
threshold levels. There is also a Hearst representative on each of iVillage's
nominating and compensation committees.

         Hearst's board representation and stock ownership allows Hearst to
significantly influence iVillage's corporate direction and policies, including
any mergers, acquisitions, consolidations, strategic relationships or sales of
assets. This board representation and stock ownership may also discourage or
prevent transactions involving an actual or potential change of control,
including transactions in which iVillage stockholders would otherwise receive a
premium for their shares. In addition, the interests of Hearst, which owns or
has significant investments in other businesses, including cable television
networks, newspapers, magazines and electronic media, may from time to time be
competitive with, or otherwise diverge from, iVillage's interests, particularly
with respect to new business opportunities and future acquisitions.

         Although Hearst is required to vote all shares that it holds in excess
of 25% (subject to adjustment) of iVillage's outstanding voting securities in
accordance with the recommendation of iVillage's Board of Directors, Hearst may
effectively control certain stockholder actions, including approving changes to
iVillage's Certificate of Incorporation or Bylaws and adopting or changing
equity incentive plans. Hearst's effective control over stockholder actions may
also determine the outcome of any merger, consolidation, sale of all or
substantially all of iVillage's assets or other form of change of control that
iVillage might consider.

iVillage's business will be harmed if Internet usage does not continue to grow.

         iVillage's market is new and rapidly evolving. iVillage's business
would be adversely affected if Internet usage does not continue to grow,
particularly usage by women. A number of factors may inhibit Internet usage,
including:

                                       23
<PAGE>

         o        inadequate network infrastructure;

         o        security concerns;

         o        inconsistent quality of service;

         o        lack of availability of cost-effective, high-speed service;

         o        consumers returning to traditional or alternative sources for
                  information, shopping and services; and

         o        privacy concerns, including those related to the ability of
                  Web sites to gather information about users without their
                  knowledge or consent.

         If Internet usage continues to grow significantly, Internet
infrastructure may not be able to support the demands placed on it by this
growth and its performance and reliability may decline. In addition, Internet
service providers and Web sites have experienced interruptions in their services
as a result of the bankruptcies of Internet service and infrastructure
providers, outages and other delays occurring throughout the Internet network
infrastructure. If these service interruptions frequently occur in the future,
Internet usage, including the usage of iVillage's Web sites, could grow more
slowly or decline.

The market for Internet advertising is still developing. If the Internet fails
to gain further acceptance as a medium for advertising, iVillage would have
slower revenue growth than expected and would incur greater than expected
losses.

         iVillage expects to continue to derive a substantial portion of its
revenues from sponsorships and advertising for the foreseeable future, as demand
and market acceptance for Internet advertising continues to develop.
Accordingly, iVillage's business depends on market acceptance of the Internet as
a medium for advertising. Although iVillage derives a portion of its revenues
from fees for Internet content and services, consumer reluctance to subscribe to
or pay for Internet content and services may limit iVillage's ability to
supplement Internet advertising as a substantial source of revenue in the
foreseeable future.

         Although there are currently several standards to measure the
effectiveness of Internet advertising, the industry has had difficulty
convincing potential advertisers that Internet advertising is a significant
advertising medium. Advertisers and advertising agencies that have historically
relied on traditional forms of advertising may be reluctant or slow to adopt
online advertising. In addition, advertisers and advertising agencies that use
the Internet as an advertising medium may find online advertising to be less
effective for promoting their products and services than traditional advertising
media, including television, radio and print. Advertisers and advertising
agencies that have invested substantial resources in traditional methods of
advertising may also be reluctant to reallocate their resources to online
advertising. Moreover, software programs that limit or prevent advertising from
being delivered to an Internet user's computer are available. Widespread
adoption of this software could adversely affect the commercial viability of
Internet advertising. The market for online advertising also depends on the
overall growth and acceptance of electronic commerce. If the markets for online
advertising and electronic commerce fail to develop or develop more slowly than
iVillage expects, or if it is unable to adapt to new forms of Internet
advertising, iVillage would have slower than expected revenue growth and would
incur greater than expected losses, and its business and financial condition
would be harmed.

         Furthermore, different pricing models are used to sell advertising on
the Internet and it is difficult to predict which, if any, of the models will
emerge as the industry standard. This makes it difficult to project iVillage's
future advertising rates and revenues.


                                       24
<PAGE>

iVillage may not be able to expand its business through acquisitions and joint
ventures if iVillage is unable to compete successfully for acquisition
candidates and/or joint venture partners and, even if iVillage is successful in
this regard, iVillage's operations may be adversely affected as a result of an
acquisition or joint venture.

         iVillage's business strategy includes growth through business
combinations, acquisitions and joint ventures. iVillage's business could be
harmed if it is unable to implement this business strategy. iVillage's ability
to implement this business strategy depends in large part on iVillage's ability
to compete successfully with other entities for acquisition candidates and joint
venture partners. Factors affecting iVillage's ability to compete successfully
in this regard include:

         o        iVillage's financial condition relative to the financial
                  condition of its competitors; and

         o        the attractiveness of iVillage's common stock as potential
                  consideration for entering into these types of transactions as
                  compared to the common stock of other entities competing for
                  these opportunities.

         Many of the entities with which iVillage competes for acquisition
candidates and joint venture partners have greater financial resources than
those of iVillage. In addition, iVillage's acquisition program has been
materially adversely affected by the substantial decline in the market price of
iVillage's common stock over the last several years.

         If, despite these factors, iVillage is successful in entering into
additional business combinations, acquisitions and joint ventures, iVillage's
business, financial condition and results of operations could be materially and
adversely affected if iVillage is unable to integrate the operations of the
acquired companies or joint ventures. iVillage's ability to integrate the
operations of the acquired companies or joint ventures will depend, in part, on
iVillage's ability to overcome or address:

         o        the difficulties of assimilating the operations and personnel
                  of the acquired companies and the potential disruption of
                  iVillage's ongoing business as a result of these assimilation
                  efforts;

         o        the difficulties of establishing a new joint venture,
                  including the need to attract and retain qualified personnel
                  and the need to attract customers and advertisers;

         o        the need to incorporate successfully the acquired or shared
                  technology or content and rights into iVillage's products and
                  media properties;

         o        the difficulties of maintaining uniform standards, controls,
                  procedures and policies; and

         o        the potential impairment of relationships with employees and
                  customers as a result of any integration of new management
                  personnel or reduction of personnel.

         In addition, effecting acquisitions could require use of a significant
amount of iVillage's available cash. Furthermore, iVillage may have to issue
equity or equity-linked securities to pay for future acquisitions, and any of
these issuances could be dilutive to existing and future stockholders. In
addition, acquisitions and investments may have negative effects on iVillage's
reported results of operations due to acquisition-related charges, amortization
of acquired technology and other intangibles, and/or potential liabilities
associated with the acquired businesses or joint ventures. Any of these
acquisition-related risks or costs could harm iVillage's business, financial
condition and results of operations.


                                       25
<PAGE>

iVillage may be unable to respond to the rapid technological change in its
industry.

      iVillage's market is characterized by rapidly changing technologies,
frequent new product and service introductions and evolving industry standards.
The recent growth of the Internet and intense competition in iVillage's industry
exacerbates these market characteristics. To achieve its goals, iVillage needs
to effectively integrate the various software programs and tools required to
enhance and improve its product offerings and manage its business. For example,
iVillage's failure to promptly or adequately implement the World Wide Web
Consortium's Platform for Privacy Preferences, or P3P, standards could result in
reduced user traffic to iVillage's Web sites or regulatory and/or legal claims
if iVillage's P3P policy does not conform to iVillage's written privacy policy
posted on its Web sites. iVillage's future success will depend on its ability to
adapt to rapidly changing technologies by continually improving the performance
features and reliability of its services. iVillage may experience difficulties
that could delay or prevent the successful development, introduction or
marketing of new products and services. In addition, iVillage's new enhancements
must meet the requirements of iVillage's current and prospective users and must
achieve significant market acceptance. iVillage also could incur substantial
costs if it needs to modify its services or infrastructures to adapt to these
changes.

Seasonal and cyclical patterns may adversely affect iVillage's business.

         iVillage believes that advertising sales in traditional media, such as
television and radio, generally are lower in the first and third calendar
quarters of each year. If iVillage's market makes the transition from an
emerging to a more developed market, seasonal and cyclical patterns may develop
also in its market, which, if similar to those in traditional media, may result
in lower advertising revenues in the first and third calendar quarters of each
year. In addition, traffic levels on iVillage's Web sites typically fluctuate
during the summer and year-end vacation and holiday periods. These seasonal and
cyclical patterns may adversely affect iVillage's business, financial condition
and results of operations.

iVillage's uncertain sales cycles could adversely affect its business.

         The time between the date of initial contact with a potential
advertiser or sponsor and the execution of a contract with the advertiser or
sponsor is often lengthy, typically six weeks for smaller agreements and longer
for larger agreements, and is subject to delays over which iVillage has little
or no control, including:

         o        advertisers' and sponsors' budgetary constraints;

         o        advertisers' and sponsors' internal acceptance reviews;

         o        the success and continued internal support of advertisers' and
                  sponsors' own development efforts; and

         o        the possibility of cancellation or delay of projects by
                  advertisers or sponsors.

         During the sales cycle, iVillage may expend funds and management
resources and yet not obtain sponsorship or advertising revenues. Accordingly,
iVillage's results of operations for a particular period may be adversely
affected if sales to advertisers or sponsors forecasted in a particular period
are delayed or do not otherwise occur.

iVillage relies on third parties to adequately measure the demographics of its
user base and delivery of advertisements on iVillage's Web sites. iVillage's
business would be harmed if these third parties fail to provide these services
to iVillage.

         It is important to iVillage's advertisers that iVillage accurately
measure the demographics of its user base and the delivery of advertisements on
iVillage's Web sites. iVillage depends on third parties to provide many of these
measurement services. If these third parties are unable or unwilling to provide
these services to iVillage in the future, iVillage would need to perform them or
obtain them from another provider. This could cause iVillage to incur additional
costs or cause interruptions in its business until these services are replaced.
Companies may choose to not advertise on iVillage's Web sites or may pay less
for advertising if they perceive iVillage's demographic measurements are not
reliable. Either of these events could adversely affect iVillage's business.

                                       26
<PAGE>

iVillage has historically relied on third parties to drive traffic to iVillage's
Web sites and generate page views, and iVillage's business, financial condition
and results of operations could be harmed by the recent expiration or
termination of certain agreements.

         Historically, AOL has accounted for a significant portion of iVillage's
online traffic. Although it is difficult to measure accurately, iVillage
believes that AOL accounts for approximately 10% to 12% of iVillage's user
traffic. iVillage's primary agreement with AOL expired on December 31, 2001,
Women.com terminated its agreement with AOL in December 2001 and iVillage's
agreement with AOL related to Astrology content expires in June 2002. Although
iVillage is currently negotiating a new AOL agreement, there is no assurance
that iVillage will be able to enter into an acceptable agreement with AOL or
that AOL will not discontinue carrying iVillage's content. AOL is not prohibited
from carrying online sites or developing and providing content that competes
with iVillage's Web sites, and AOL currently carries competing Web sites. As a
result of the expiration or termination of iVillage's agreements with AOL, or if
AOL decides to discontinue carrying iVillage content, traffic to iVillage's Web
sites may decline and iVillage's business, financial condition and results of
operations could be materially adversely affected.

iVillage may not be able to deliver various services if third parties fail to
provide reliable software, systems and related services to iVillage.

         iVillage depends on various third parties for software, systems and
related services. For example, iVillage relies on Doubleclick Inc.'s software
for the placement of advertisements, Trellix Corporation for personal space home
pages and Mail2World, Inc. for e-mail. Several of the third parties which
provide software and services to iVillage have a limited operating history, have
relatively immature technology and are themselves dependent on reliable delivery
of services from others. As a result, iVillage's ability to deliver various
services to its users may be adversely affected by the failure of these third
parties to provide reliable software, systems and related services to iVillage.
If iVillage is unable to deliver the services that its users expect, its
business, financial condition and results of operations could be materially
adversely affected.

iVillage's principal investors' investments in its competitors may result in
conflicts of interest that could be adverse to iVillage.

         iVillage's principal investors, such as AOL, Rho Capital Partners, Inc.
and Hearst, may have conflicts of interests by virtue of investments in other
companies that may compete with iVillage. These investments may result in a
conflict of interest for iVillage's principal investors or result in the
diversion of attractive business opportunities from iVillage's principal
investors to another company. iVillage is unable to determine all of the
competing investments held by these principal investors. In addition, iVillage
does not have the ability to constrain the investment activity of any of its
principal investors and therefore cannot predict the extent of any future
investments in businesses that are competitive with iVillage.

Restrictions on iVillage's ability to enter into sponsorship, advertising or
other business relationships with Hearst's competitors may adversely affect
iVillage's business.

         In connection with iVillage's merger with Women.com in June 2001,
iVillage entered into a magazine content license and hosting agreement with
Hearst. That agreement restricts iVillage's ability to enter into relationships
with competitors of Hearst and those restrictions may prevent iVillage from
expanding its network and enhancing its content and the visibility of iVillage's
brand, and may cause iVillage to forego potential advertising revenues from
competitors of Hearst. Specifically, the agreement provides that iVillage may
not, without Hearst's consent:

         o        enter into any agreement to include in iVillage's network any
                  Web sites for magazines that compete with Hearst magazines;

         o        display on the magazine Web sites any advertising or other
                  promotional materials from magazines that compete with Hearst
                  magazines; or

                                       27
<PAGE>

         o        display on an iVillage Web page the brands, logos, trademarks
                  or proprietary content of both Hearst and a Hearst competitor.

iVillage's business could be affected by future terrorist attacks.

         Although neither the terrorist attacks on the World Trade Center in
September 2001 nor the late 2001 bio-terrorist attacks on various organizations
have had a material adverse effect on iVillage's business, operations or
financial condition, iVillage cannot assure you that future terrorist attacks in
the United States, and particularly in New York City where iVillage's
headquarters are located, or the response of the U.S. government to the recent
or any future terrorist actions, would not negatively affect iVillage through
further disruption of the economy or financial markets, or otherwise. The
proximity of iVillage's headquarters to certain possible terrorist targets in
New York City could also, in the event of future terrorist attacks, result in
damage to or destruction of iVillage's headquarters as well as the permanent or
temporary loss of key personnel. iVillage has not yet fully developed a disaster
recovery plan and iVillage cannot guarantee that iVillage's insurance coverage
would adequately reimburse iVillage for any damages suffered as a result of a
terrorist attack.

There is intense competition among Internet-based businesses and publishing
companies focused on women, and this competition could result in price
reductions, reduced margins or loss of market share.

         There are a large number of Web sites competing for the attention and
spending of members, users and advertisers. iVillage's Web sites compete for
members, users and advertisers with the following types of companies:

         o        online services or Web sites targeted at women, such as
                  Oxygen.com and condenet.com;

         o        cable networks targeting women, such as Oxygen Media, Inc. and
                  Lifetime Television;

         o        Web search and retrieval and other online service companies,
                  commonly referred to as portals, such as AOL, Terra Networks,
                  S.A. and Yahoo! Inc.;

         o        e-commerce companies such as Amazon.com, Inc.; and

         o        publishers and distributors of traditional media, such as
                  television, radio and print.

         Increased competition could result in price reductions, reduced margins
or loss of market share, any of which could adversely affect iVillage's
business, financial condition and results of operations.

         Lamaze Publishing's magazines directly compete with publishers of pre-
and post-natal publications such as Gruner and Jahr, Primedia and AOL Time
Warner. These publishers have substantially greater marketing, research and
financial resources than Lamaze Publishing. Increased competition may result in
less advertising in Lamaze Publishing's magazines and a decline in Lamaze
Publishing's advertising rates, which could adversely affect its business,
financial condition and results of operations.

iVillage's business would be harmed if iVillage's systems fail or experience a
slowdown.

         Substantially all of iVillage's communications hardware and some of its
other computer hardware operations are located at Exodus Communications'
facilities in New Jersey and Verio's facilities in California. Fire, floods,
earthquakes, power loss, telecommunications failures, break-ins and similar
events could damage these systems. System failures may adversely affect
iVillage's user traffic, which could adversely affect its revenues and operating
results and harm its reputation with users, advertisers and commerce partners.
Computer viruses, electronic break-ins or other similar disruptive problems,
such as those historically experienced by several leading Web sites, could also
adversely affect iVillage's Web sites. iVillage's insurance policies may not
adequately compensate it for any losses that may occur due to any failures or
interruptions in its systems. iVillage does not presently have any secondary
"off-site" systems or a formal disaster recovery plan. In addition, Exodus
Communications recently filed for bankruptcy protection and iVillage cannot
assure you that Exodus Communications will be able to continue to provide
sufficient services for iVillage or that iVillage will be able to engage a
satisfactory alternative service provider.

                                       28
<PAGE>

         iVillage's Web sites must accommodate a high volume of traffic and
deliver frequently updated information. iVillage's Web sites have in the past
experienced slower response times or decreased traffic for a variety of reasons.
These occurrences have not had a material effect on iVillage's business. These
types of occurrences in the future could cause users to perceive iVillage's Web
sites as not functioning properly and therefore cause them to use another Web
site or other methods to obtain information.

         In addition, iVillage's users depend on Internet service providers,
online service providers and other Web site operators for access to iVillage's
Web sites. Many of them have experienced significant outages in the past, and
could experience outages, delays and other difficulties due to system failures
unrelated to iVillage's systems.

iVillage may incur liability for the information iVillage publishes or the
products and services iVillage has sold.

         iVillage's business, financial condition and results of operations
could be materially and adversely affected if iVillage were to become liable for
damage claims based on information published by it or products and services sold
by it. For example, iVillage has been in the past, and may be in the future,
subject to claims for defamation, negligence, copyright or trademark
infringement, personal injury or other legal theories relating to the
information iVillage publishes on its Web sites. These types of claims have been
brought, sometimes successfully, against providers of Internet services in the
past. In addition, iVillage could be subjected to claims based upon the content
that is accessible from iVillage's Web sites through links to other Web sites or
through content and materials that may be posted by members in chat rooms or
bulletin boards.

         In addition, through iVillage.com, Women.com, Lamaze Publishing and
iVillage Integrated Properties, Inc., iVillage distributes publications and
broadcasts over its Web sites, The Newborn Channel and The Wellness Channel
information and advice regarding healthcare, childbirth, infant care and
financial and tax issues. iVillage may be exposed to liability claims in
connection with this information.

         iVillage also offers e-mail services through a third-party vendor,
which may subject iVillage to potential risks, such as liabilities or claims
resulting from unsolicited e-mail, lost or misdirected messages, illegal or
fraudulent use of e-mail or interruptions or delays in e-mail service.

         Consumers may also sue iVillage if any of the products or services that
it sells are found to be defective, fail to perform properly or injure the user.
iVillage may also face potential liability in connection with the sale of
products and services by its e-commerce and other partners.

         iVillage's insurance, which covers commercial general liability, may
not adequately protect iVillage against these claims. Liability claims could
require iVillage to spend significant time and money in litigation and to pay
significant damages. As a result, liability claims, whether or not successful,
could seriously damage iVillage's reputation and iVillage's business. iVillage
may also be forced to implement expensive measures to alter the way iVillage's
services are provided to avoid potential liability.

Possible infringement by third parties of iVillage's intellectual property
rights, or claims of intellectual property infringement asserted against
iVillage, could harm iVillage's business.

         iVillage cannot be certain that the steps it has taken to protect its
intellectual property rights will be adequate or that third parties will not
infringe or misappropriate iVillage's proprietary rights. Enforcing iVillage's
intellectual property rights could entail significant expense and could prove
difficult or impossible. Any infringement or misappropriation by third parties
could have a material adverse effect on iVillage's future financial results.

                                       29
<PAGE>

         Furthermore, iVillage has invested resources in acquiring domain names
for existing and potential future use. iVillage cannot guarantee that iVillage
will be entitled to use these domain names under applicable trademark and
similar laws or that other desired domain names will be available.

         Although iVillage believes that its technologies do not infringe upon
the intellectual property rights of others, third parties have in the past
asserted, and could assert in the future, claims of patent, trademark or
copyright infringement or misappropriation of creative ideas or formats against
iVillage with respect to iVillage's use of domain names, iVillage's content, Web
page formats, Web business methods or any third party content it carries.
iVillage expects that participants in iVillage's markets will continue to be
subject to infringement claims. Any such claims, with or without merit, could be
time consuming to defend, result in costly litigation, divert management's
attention, require iVillage to enter into costly royalty or licensing
arrangements or prevent iVillage from using important technologies, ideas or
formats, any of which could materially harm iVillage's business, financial
condition or results of operations.

iVillage may face potential liability for its privacy practices.

         Growing public concern about privacy and the collection, distribution
and use of information about individuals may subject iVillage to increased
regulatory scrutiny and/or litigation. If iVillage is accused of violating the
stated terms of iVillage's privacy policy, iVillage may be forced to expend
significant amounts of monetary and human resources to defend against these
accusations. iVillage also may be required to make changes to its present and
planned products or services. These consequences, together with any resulting
liability for iVillage's privacy practices, could have a material adverse effect
on iVillage's business, financial condition and results of operations.

iVillage may be liable if third parties misappropriate iVillage's users'
personal information.

         If third parties were able to penetrate iVillage's network security or
otherwise misappropriate its users' personal information or credit card
information, iVillage could be subject to liability arising from claims related
to, among other things, unauthorized purchases with credit card information,
impersonation or other similar fraud claims or other misuse of personal
information, such as for unauthorized marketing purposes. In addition, the
Federal Trade Commission and state agencies have been investigating various
Internet companies regarding their use of personal information. iVillage could
incur additional expenses if new regulations regarding the use of personal
information are introduced or if iVillage's privacy practices are investigated.

Consumer protection privacy regulations could impair iVillage's ability to
obtain information about its users, which could result in decreased advertising
revenues.

         If iVillage becomes unable to collect personal data from a sufficient
number of the users of its network, iVillage may lose significant advertising
revenues. iVillage asks its members and users to "opt-in" to receive special
offers and other direct marketing opportunities from iVillage, its advertisers
and partners. iVillage's network also requests and obtains personal data from
users who register to become members of the network. Registration as a member is
required in order for users to have full access to the services offered by
iVillage's network. Personal data gathered from members is used to tailor
content to them and is provided, on an aggregate basis, to advertisers to assist
them in targeting their advertising campaigns to particular demographic groups.
The attractiveness of iVillage's network to current or prospective advertisers
depends in part on iVillage's ability to provide user data to support this
tailoring capability. Privacy concerns may cause users to resist providing this
personal data, however. Even the perception of security and privacy concerns,
whether or not valid, may indirectly inhibit market acceptance of iVillage's use
of personal data. In addition, legislative or regulatory requirements may
heighten these concerns if businesses must notify Internet users that the data
may be used by marketing entities to direct product promotion and advertising to
the user. Other countries and political entities, such as the European Economic
Community, have adopted legislation or regulations containing these notification
requirements.

                                       30
<PAGE>

         iVillage's network also uses cookies to track user behavior and
preferences. A cookie is information keyed to a specific server, file pathway or
directory location that is stored on a user's hard drive, possibly without the
user's knowledge, but is generally removable by the user. Information gathered
from cookies are used by iVillage to tailor content to users of iVillage's
network and may also be provided to advertisers on an aggregate basis. In
addition, advertisers may themselves use cookies to track user behavior and
preferences. Germany has imposed laws limiting the use of cookies, and a number
of Internet commentators, advocates and governmental bodies in the United States
and other countries have urged the passage of laws limiting or abolishing the
use of cookies. If these laws are passed, it may become more difficult for
iVillage to tailor content to its users, making iVillage's network less
attractive to users. Similarly, the unavailability of cookies may restrict the
use of tailored advertising, making iVillage's network less attractive to
advertisers and causing iVillage to lose significant advertising revenues.

Government regulation and legal uncertainties could add additional costs to
doing business on the Internet.

         There are currently few laws or regulations that specifically regulate
communications or commerce on the Internet. Laws and regulations may be adopted
in the future that address issues such as user privacy, pricing and taxation,
content, copyrights, distribution, antitrust matters and the characteristics and
quality of products and services, however. Moreover, it may take years to
determine the extent to which existing laws relating to issues such as property
ownership, obscenity, libel and personal privacy are applicable to the Internet
or the application of laws and regulations from jurisdictions whose laws do not
currently apply to iVillage's business. Any new laws or regulations relating to
the Internet could adversely affect iVillage's business.

         Due to the global nature of the Internet, it is possible that, although
iVillage's transmissions over the Internet originate primarily in New York, the
governments of other states and foreign countries might attempt to regulate
iVillage's business activities. In addition, because iVillage's service is
available over the Internet in multiple states and foreign countries, these
jurisdictions may require iVillage to qualify to do business as a foreign
corporation in each of these states or foreign countries, which could subject
iVillage to taxes and other regulations.

iVillage's operation of Lamaze Publishing, The Newborn Channel and The Wellness
Channel poses a number of risks that could materially adversely affect
iVillage's business strategy.

         There are a number of risks in operating Lamaze Publishing, The Newborn
Channel and The Wellness Channel, which are primarily non-Internet businesses,
including:

         o        the competitiveness of the media, television and publishing
                  industries;

         o        iVillage's limited experience in operating a multi-media
                  publishing and television company;

         o        iVillage's ability to identify and predict trends in a timely
                  manner that may impact consumer tastes in baby-related
                  information in Lamaze Publishing's publications and on The
                  Newborn Channel and health-related information on The Wellness
                  Channel;

         o        iVillage's ability to continue to sell advertising and
                  sponsorships on its Web sites and in Lamaze Publishing's
                  magazines, videos and Web site, and on The Newborn Channel and
                  The Wellness Channel;

         o        iVillage's ability to continue to commercialize and protect
                  the Lamaze mark; and

         o        iVillage's ability to maintain and market the Lamaze.com Web
                  site.

         iVillage's inability to perform the functions required for the
operation of Lamaze Publishing, The Newborn Channel and The Wellness Channel in
an efficient and timely manner could result in a disruption of operations of
Lamaze Publishing, The Newborn Channel and The Wellness Channel that could have
a material adverse effect on iVillage's business strategy.

                                       31
<PAGE>

Satellite transmissions over The Newborn Channel and The Wellness Channel may be
interrupted.

         Through iVillage Integrated Properties, Inc., iVillage operates The
Newborn Channel, a satellite television network broadcast in approximately 1,100
hospitals in the United States. iVillage also plans to commence broadcast of The
Wellness Channel in selected hospitals. There is a risk that the satellite from
which the transmission is sent may malfunction, interrupting broadcasts of The
Newborn Channel or The Wellness Channel. In the event this occurs, there may be
a period of time before The Newborn Channel or The Wellness Channel can transmit
to and from another satellite. Any interruption in iVillage's ability to
transmit The Newborn Channel and The Wellness Channel could have an adverse
effect on its business. In addition, extreme adverse weather or third parties
could damage or disable receivers and transmitters on the ground and hinder
transmissions.

If iVillage fails to attract and retain key personnel, iVillage's business would
be materially adversely affected.

         iVillage's future success depends to a significant extent on the
continued services of iVillage's senior management and other key personnel,
particularly Douglas W. McCormick, iVillage's Chairman of the Board and Chief
Executive Officer. The loss of the services of Mr. McCormick would likely harm
iVillage's business. iVillage currently does not maintain "key person" life
insurance for any of iVillage's senior management.

         iVillage may be unable to retain its key employees or attract,
assimilate or retain other highly qualified employees in the future. iVillage
has from time to time experienced, and expects to continue to experience,
difficulty in hiring and retaining highly skilled employees with appropriate
qualifications as a result of its relatively low common stock price. As a
result, iVillage has in the past and may in the future incur increased salaries
and benefits. If iVillage does not succeed in attracting new personnel or
retaining and motivating its current personnel, iVillage's business will be
materially adversely affected.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

         Not Applicable.


                                       32
<PAGE>



                                     PART II

                                OTHER INFORMATION

Item 1.  Legal Proceedings.
         Not Applicable.

Item 2.  Changes in Securities and Use of Proceeds.
         Not Applicable.

Item 3.  Defaults Upon Senior Securities.
         Not Applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.
         Not Applicable.

Item 5.  Other Information.
         Not Applicable.

Item 6.  Exhibits and Reports on Form 8-K.

(a)      Exhibits

         Number            Description

         2.1               Agreement and Plan of Merger, dated as of February
                           11, 2002, by and among the Registrant, Virgil
                           Acquisition Corp. and Promotions.com, Inc. (attached
                           as Annex A-1 to the prospectus filed as part of
                           Registration Statement File No. 333-84532).

         2.2               Amendment No. 1 to Agreement and Plan of Merger,
                           dated as of March 13, 2002, by and among the
                           Registrant, Virgil Acquisition Corp. and
                           Promotions.com, Inc. (attached as Annex A-2 to the
                           prospectus filed as part of Registration Statement
                           File No. 333-84532).

         2.3               Berg Stockholder Agreement, dated as of February 11,
                           2002, by and among the Registrant, Virgil Acquisition
                           Corp. and Ian J. Berg (incorporated by reference from
                           Exhibit 3 to the Registrant's Statement on Schedule
                           13D filed February 21, 2002).

         2.4               Stockholder Agreement, dated as of February 11, 2002,
                           by and among the Registrant, Virgil Acquisition Corp.
                           and The Travelers Insurance Company (incorporated by
                           reference from Exhibit 4 to the Registrant's
                           Statement on Schedule 13D filed February 21, 2002).

         2.5               Stockholder Agreement, dated as of February 11, 2002,
                           by and among the Registrant, Virgil Acquisition Corp.
                           and Steven Krein (incorporated by reference from
                           Exhibit 5 to the Registrant's Statement on Schedule
                           13D filed February 21, 2002).

                                       33
<PAGE>

         2.6               Stockholder Agreement, dated as of February 11, 2002,
                           by and among the Registrant, Virgil Acquisition Corp.
                           and Daniel J. Feldman (incorporated by reference from
                           Exhibit 6 to the Registrant's Statement on Schedule
                           13D filed February 21, 2002).

         3.1               Restated Certificate of Incorporation of the
                           Registrant (incorporated by reference from Exhibit
                           3.1 to the Registrant's Form 10-Q Quarterly Report
                           for the period ended September 30, 2001, File No.
                           000-25469).

         3.2               By-Laws of the Registrant (incorporated by reference
                           from Exhibit 3.2 to the Registrant's Form 10-Q
                           Quarterly Report for the period ended June 30, 2001,
                           File No. 000-25469).

         4.1               Form of Registrant's common stock certificate
                           (incorporated by reference from Exhibit 4.1 to
                           Registration Statement File No. 333-68749).

        10.1               Amendment to Letter Agreement, dated February 22,
                           2002, between the National Broadcasting Company, Inc.
                           and the Registrant (incorporated by reference from
                           Exhibit 10.13 to Registration Statement File
                           No. 333-84532).

        11                 Statement re: computation of earnings per share

 (b)    Reports on Form 8-K

        Reports on Form 8-K were filed on February 12, 2002 and February 15,
        2002, each reporting under Item 5 and Item 7.


                                       34
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                iVILLAGE INC.
                                (Registrant)


Dated:  May 15, 2002        By: /s/ Douglas W. McCormick
                                ----------------------------------------
                                Douglas W. McCormick
                                Chairman and Chief Executive Officer
                                (Principal Executive Officer)

Dated:  May 15, 2002        By: /s/ Scott Levine
                                ----------------------------------------
                                Scott Levine
                                Chief Financial Officer (Principal
                                Accounting and Financial Officer)



                                       35
<PAGE>

                                  EXHIBIT INDEX

         Number            Description

         2.1               Agreement and Plan of Merger, dated as of February
                           11, 2002, by and among the Registrant, Virgil
                           Acquisition Corp. and Promotions.com, Inc. (attached
                           as Annex A-1 to the prospectus filed as part of
                           Registration Statement File No. 333-84532).

         2.2               Amendment No. 1 to Agreement and Plan of Merger,
                           dated as of March 13, 2002, by and among the
                           Registrant, Virgil Acquisition Corp. and
                           Promotions.com, Inc. (attached as Annex A-2 to the
                           prospectus filed as part of Registration Statement
                           File No. 333-84532).

         2.3               Berg Stockholder Agreement, dated as of February 11,
                           2002, by and among the Registrant, Virgil Acquisition
                           Corp. and Ian J. Berg (incorporated by reference from
                           Exhibit 3 to the Registrant's Statement on Schedule
                           13D filed February 21, 2002).

         2.4               Stockholder Agreement, dated as of February 11, 2002,
                           by and among the Registrant, Virgil Acquisition Corp.
                           and The Travelers Insurance Company (incorporated by
                           reference from Exhibit 4 to the Registrant's
                           Statement on Schedule 13D filed February 21, 2002).

         2.5               Stockholder Agreement, dated as of February 11, 2002,
                           by and among the Registrant, Virgil Acquisition Corp.
                           and Steven Krein (incorporated by reference from
                           Exhibit 5 to the Registrant's Statement on Schedule
                           13D filed February 21, 2002).

         2.6               Stockholder Agreement, dated as of February 11, 2002,
                           by and among the Registrant, Virgil Acquisition Corp.
                           and Daniel J. Feldman (incorporated by reference from
                           Exhibit 6 to the Registrant's Statement on Schedule
                           13D filed February 21, 2002).

         3.1               Restated Certificate of Incorporation of the
                           Registrant (incorporated by reference from Exhibit
                           3.1 to the Registrant's Form 10-Q Quarterly Report
                           for the period ended September 30, 2001, File No.
                           000-25469).

         3.2               By-Laws of the Registrant (incorporated by reference
                           from Exhibit 3.2 to the Registrant's Form 10-Q
                           Quarterly Report for the period ended June 30, 2001,
                           File No. 000-25469).

         4.1               Form of Registrant's common stock certificate
                           (incorporated by reference from Exhibit 4.1 to
                           Registration Statement File No. 333-68749).

        10.1               Amendment to Letter Agreement, dated February 22,
                           2002, between the National Broadcasting Company, Inc.
                           and the Registrant (incorporated by reference from
                           Exhibit 10.13 to Registration Statement File
                           No. 333-84532).

        11                 Statement re: computation of earnings per share


                                       36