Exhibit
      10

WEBSITE SERVICES AGREEMENT

This Agreement (the Agreement) has been entered into as of the 1st day of July, 2004 (the Effective Date), by and between iVillage, Inc. a Delaware corporation (IV) located at 500 Seventh Avenue, New York, NY 10018 and Hearst Communications, Inc., a Delawarecorporation (Hearst) located at 959 Eighth Avenue, New York, NY 10019(each a party, and collectively, the parties), and amends, restates, novates and supersedes that Amended and Restated Magazine Content License and Hosting Agreement between the parties (in the case of IV, being initially entered by its predecessor in interest) dated as of January 29, 2001 and amended effective as of June 18, 2001 and Apri

l 5, 2002 (the Predecessor Agreement).


|1. | Subject
    Websites, Certain Definitions.
|-- | ------------------------------------------

|    |          
|--- | ---------
|(a) | Websites.

The
      websites that are the subject of this Agreement are those websites heretofore
  hosted by IV and incorporated into the IV network (Network), being
  the network of websites operated by IV under the IV brand, but excluding any
  IV website which is hosted outside the United States and which does not have
  a United States domain name (no foreign country code Top Level Domains) associated
  with the U.S. editions of the following magazines (Magazines): Cosmopolitan,
  Country Living, Good Housekeeping, Redbook, House Beautiful, Marie Claire, Town & Country
  (collectively the Existing Sites); as well as those merchandising
  websites associated with the Magazines listed at Exhibit A hereto (the Merchandise
  Sites). When the Existing Sites and Merchandise Sites are referred to collectively,
  they are known as the Magazine Sites. The services provided to Hearst
  by IV pursuant to this Agreement shall include (i) migration of the Merchandising
  Sites as set forth on Exhibit A, (ii) hosting, production and maintenance of
  the Merchandising Sites and the Existing Sites as set forth on Exhibits C, D,
  E and F , (iii) re-design of the Merchandising Sites and Existing Sites, as set
  forth on Exhibit E-2 and (iv) implementation of the redesign for the Existing
  Sites as set forth on Exhibit E-2; and such other services specified hereunder
  (collectively referred to as the Services).


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|(b) | Certain
    Definitions.
|--- | ------------------------

Content means
    the text, pictures, sound, video, graphical elements and other data contained
in any web site, excluding all Marks.


Enhancements means the addition by IV of new textual or graphic elements to Proprietary Content to render it distinct from the way such Proprietary Content appear as published by Hearst in a publication other than on a Magazine Site (other than such formatting changes as are necessary to display it on the Internet), such as by the incorporation of Interactive Elements (as hereafter defined). For purposes of this Agreement, excerpts and abridgements made pursuant to Sections 6(b) or 7(c) or formatting revisions to Hearst Content or Magazine Content made by IV in the normal course of producing or hosting any Magazine Site shall not be deemed Enhancements.


Hearst Content means the Content that is proprietary to Hearst or its third party licensors, which Content Hearst provides for inclusion on any Magazine Site whether before or after the Effective Date, provided, however, that Hearst Content provided to IV under this Agreement shall only include material with respect to which Hearst owns sufficient electronic rights to license the use and display of such material for use on the Network, it being understood that Hearst shall not have any obligation to obtain such rights except with respect to Hearst Content that Hearst has provided to IV. Hearst will inform IV of any restrictions with respect to the use and display of such material outside of the IV Network.


Hearst Tools means such software tools, programs or other technology that IV has developed or hereafter develops for use within the Magazine Sites, which are (i) developed originally and exclusively for Hearst; or (ii) redesigned at Hearsts request from IV Tools residing within the Magazine Sites. IV shall advise Hearst when a Hearst Tool(s) is based on or includes third party software, programs or technology and whether there exist any third party-imposed restrictions on Hearsts continued use after the termination or expiration of this Agreement.


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IV Content means
  Content other than Proprietary Content used by IV on the Network or any Magazine Site.


IV Tools means such software tools or programs or other technology that IV has developed as of the Effective Date, or which IV may hereafter develop, and which tools, programs or technology were not developed and used exclusively for Hearst, as further explained at Section 6(d).


Magazine Content means any and all Content (other than advertising and advertorials) published in any of the Magazines whether prior to or following the Effective Date, and including, by way of example and without limitation, articles, reportage, features, editorials, letters to the editor, reviews and commentary, provided, however, that Magazine Content provided to IV under this Agreement shall only include material with respect to which Hearst owns sufficient electronic rights to license the use and display of such material for use on the Network, it being understood that Hearst shall not have any obligation to obtain such rights except with respect to Magazine Content that Hearst has provided to IV.


Marks means any and those trademarks, trade names, service marks, trade dress, logos, URLs, or identifying slogans of a party, whether or not registered, set forth at Exhibit G and as added to by the parties from time to time.


Original Site Content means any original text, pictures, sound, video, graphical elements and other data prepared by IV specifically for inclusion on a Magazine Site based on ideas generated by either IV or Hearst and that is actually included on any Magazine Site. Original Site Content includes but is not limited to, functional interactive elements (Interactive Elements) and Enhancements added to Hearst Content and Magazine Content. Interactive Elements do not include interactive elements that IV has prepared or licensed for use generally and not specifically for Magazine Sites, but do include interactive elements and software tools, programs or technology developed exclusively for Magazine Sites, pursuant to this Agreement, including Hearst Tools.


Proprietary Content means Hearst Content, Magazine Content, Hearst Tools, Original Site Content and Third Party Work when referred to collectively. In the event that Hearst Content or Magazine Content is edited or abridged by IV for posting to a Magazine Site, such edited or abridged version shall nonetheless be considered Hearst Content or Magazine Content, as applicable, and thus included within Proprietary Content.


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Third Party Tools means software tools or programs or other technology supplied by third parties for use in connection with the Magazine Sites.


Third Party Work means Content prepared by a Third Party retained by IV to contribute Content to a Magazine Site.


|2. | Term.
|-- | -----

This
  Agreement shall be effective from and after the Effective Date for a period
    of three consecutive years (the "Term"). Each twelve month period from the Effective
  Date is known as a Contract Year. Unless earlier terminated, following
  the Term, this Agreement shall continue in effect automatically on a month-to-month
  basis under the then-existing terms of the Agreement until such time as the
  parties agree to any new terms or either party provides the other with no less
  than ninety
(90) days notice of termination of this Agreement.


|3. | Merchandise
    Sites
|-- | ---------------------

|    |                            
|--- | ---------------------------
|(a) | Migration
    and Relaunch.

IV agrees to
    migrate and relaunch each of the Merchandise Sites detailed on Exhibit A
    to IVs platform and incorporate them into the Network
  (but only in association with the Existing Sites to which they relate).The Merchandising
  Sites will be migrated and relaunched on IVs platform such that upon relaunch
  the Merchandising Sites operate in a manner and scope substantially equivalent
  to that enjoyed prior to the migration to IV ( the Migration Services)
  (subject only to restrictions imposed by the current hosts of such sites with
  respect to the transfer of assets relating thereto and as a result, the necessity
  for IV to recreate features that cannot be migrated). IV and Hearst will use
  commercially diligent efforts to complete the Migration Services within ninety
  (90) days of the Effective Date of this Agreement (provided if any prior hosting
  agreement is not terminable within that time, the Migration Services will be
  completed within ninety (90) days from the date of termination of such agreement).
  Prior to relaunch, each of the Merchandise Sites will be subject to acceptance
  testing by Hearst as set forth at Exhibit B. Hearst agrees to secure the cooperation
of the current hosts of the Merchandise Sites in order to effect a timely, smooth transition to IV (or its designated third party vendor) so that the Merchandise Sites may continue to operate following termination from their existing hosts without interruption. Hearst will arrange for the current hosts of the Merchandise Sites to continue to host such Merchandise Sites until the date of their relaunch by IV. Hearst is responsible for securing, with the assistance of a project manager designated by IV, all assets of the Merchandise Sites (subject only to any limitations on availability imposed by the current hosts), including but not be limited to images, text, and data collected, for transfer to IV platform and  Hearst is solely liable to pay any fees imposed by the current hosts of the Merchandise Sites for services rendered through and including the migration to IV provided, however, if migration and relaunch have not occurred by one hundred twenty (120) days following the Effective Date (or, if applicable

, the date of termination of the prior hosting agreement) and such delay is the direct result of IVs failure to perform the Migration Services, then in that event IV will be responsible for any further hosting and production fees of the Merchandise Sites (which Hearst represents shall not exceed $32,000 per month) until migration and relaunch are complete.  Hearst acknowledges and agrees that IV shall not be responsible for delays in migration of the Merchandise Sites resulting from (i) delays on the part of the existing host providers; (ii) material modifications requested by Hearst to the scope of Migration Services to be provided by IV; or (iii) failure by Hearst to conduct acceptance testing in a timely manner as set forth in Exhibit B. Upon relaunch, the Merchandise Sites will be supported by IV at IVs data center and the Merchandise Sites will be incorporated into the Existing Sites of the corresponding Magazine in an integrated fashion, as reasonably determined by Hearst, provided however

that the overall scope is similar to that currently enjoyed by the Merchandising Sites. It is
understood and agreed that certain of the features of the Merchandising Sites may be supported on
platforms maintained by IVs third party vendors and that reference herein to IVs platforms
include the platforms of such third party
vendors. The date of relaunch for each of the Merchandise Sites is referred to as
the Relaunch Date.


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|(b) | Features
    and Production of Merchandise Sites.
|--- | -------------------------------------------------

Following the execution of thisAgreement,
IV and Hearst shall participate in strategic, technical and creative discussions
to determineappropriate
enhancements to be made for each Merchandise Site following the Relaunch Date,
it being agreed that the Merchandise Sites will be updated and enhanced in accordance
with a schedule (the Enhancement Schedule) and plan to be mutually agreed to, and consistent with the production services set forth at Exhibit C, taking into account the branding and identity of each respective affiliated Magazine and the value-added propositions each Magazine offers its advertisers for inclusion therein. Throughout the Term, the features (Features) on the Merchandise Sites will be updated from time to time to include value-added Features for Hearst advertisers and other Features as directed by Hearst (provided IV shall not be required to conduct e-mailings on behalf of Hearst advertisers to lists other than those maintained by Hearst or IV; that is, IV shall not be required to conduct emailings to lists created and maintained by advertisers independently of their relationship with Hearst, however, IV will upon request conduct e-mailings to advertiser lists created as the result of an advertisers collaboration with Hearst, such as in connection with a sweepstake

s) and IV will host, maintain, and provide production services, including managing advertising inventory for such Merchandise Sites as set forth at Exhibit C. At Hearsts request, IV will procure Rich Media to support advertising initiatives, meaning all advanced advertising technology (such as but not limited to HTML, Dynamic HTML (DHTML), Enliven, Flash, Java, Javascript, Audiobase, Bluestreak, Unicast) as opposed to standard advertising, which describes static or animated graphic files and which are generally served by DART or similar advertising services. In addition, IV will provide programming, retooling, and reconfiguring necessary to make the Merchandising Sites fully transportable to Hearst or another third party host, outside the environment of the Network on a turn-key basis upon expiration or termination of the Term on an on-going basis without significant interruption, with the same user interface and interactive capabilities that were available prior to transition, provided how

ever that the hosting site is supported by Vignette software and maintains similar capabilities and features as the IV Network, subject only to the facts that (x links from and to the Network will no longer exist; (y) Hearst shall have no right (other than as set forth herein at Section 20) to use IV Tools; and (z) certain Features based on Third- Party Tools or Third- Party Work may not be fully transportable). In connection with the foregoing, IV agrees to create XML depositories of all Proprietary
Content and to make cumulative updates to such depositories, and to deliver to
Hearst on a monthly
basis flat file snapshots of the Merchandising Sites. The XML depositories
(exclusive of message board posts) will reside during the Term on dedicated computers
maintained in IVs data center and be available for Hearst to access. Hearst
employees requiring access will abide by IVs security procedures and Hearst
agrees to hold IV harmless from any resulting damages from such use of and access
to the dedicated server, in each case in a manner comparable to that set forth
at Section 5(d).


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|(c) | Functionality.
|--- | --------------

In
accordance with the Enhancement Schedule, IV will rebuild the Merchandise Sites
so that the Merchandise Sites will have the following functionalities: all pages
of the Merchandise Sites will be tagged and capable of tracking metrics; newsletter
templates will be in effect at each website, which requests it; customer service
rules will be operational at IV; standard, consistent ad spaces will be implemented
and the pages will be tagged and capable of receiving ads through DART (or an
alternative third party tracking service as reasonably determined by IV and acceptable
to Hearst); user interfaces to content management tools will be established to
enable Hearst employees to update the Websites remotely, should Hearst choose
to do so; and links will be established to a site designated by Hearst for the
purpose of selling subscriptions to the Magazines on-line (Hearst Online
Subscription Sales Sites). Except to the extent expressly set forth in
this Agreement, the Merchandising Sites will be operated on a stand alone basis
and will not be integrated into the iVillage Network (except however that iVillage
Network services and vendor agreements may be utilized to provide certain services
to the Websites), nor will they bear the branding, indicia or trade dress of
the iVillage Network.


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|4.  | Inclusion
            in Network.
|--- | ---------------------------------
|    |                                  
|(a) | Incorporation.                   

During
      the Term of this Agreement, the Existing Sites will continue to be incorporated
      into the Network in a manner no less favorable than they enjoyed under
      the Predecessor Agreement, including, without limitation, referenced on
      a static and permanent basis above the fold of the home page of the Network.
      IV intends to redesign the Network so that the Magazine Sites will comprise
      one of several vertical methods of content dissemination within the Network
      (Verticals) and so that navigation throughout the Network will
      be enhanced by increased searching capabilities. The MagazineSite
      Vertical will be distributed throughout the Network in a manner no less
      favorable than the other IV Verticals to reside within the Network. (Proprietary
      Content will be integrated throughout the Vertical and the topics, subtopics
      and recommended areas relating to Proprietary Content will be made available
      in a manner no less prominent than non Proprietary Content. : In addition
      to the reference to the Existing Sites on the home page of the Network
      above the fold, there will be a Magazines button from which a flash will
      launch in the main promo spot on such home page. Magazine links will also
      be promoted, individually or grouped, throughout the Network on appropriate
      homepages and any other appropriate pages on the Network, including, without
      limitation, any appropriate pages where other relevant IV non-Magazine
      site links appear, and will be no less favorable in terms of size, placement,
      rotation, prominence, frequency and ease of use, than any other IV link,
      brand or name of any other IV Vertical on the Network. iVillage will include
      links to relevant Magazine newsletters from Network Verticals as iVillage
      deems appropriate. In addition, IV will provide search engine capabilities
      throughout the Network with respect to the Magazine Sites, and will prioritize
      search results such that links to Proprietary Content appearing within
      the Magazine Sites is given prominence over links to the same Proprietary
      Content as may be displayed on other non-Magazine Site pages in the Network.
      Without limiting the generality of the foregoing, in the event any Existing
      Site link or links appear on the Network together with any IV non-Magazine
      site link that is in the form of a logo, such Existing Site link or links
      shall also be in the form of a logo. The Merchandising Sites will be provided
      links from the Existing Sites. During the term of this Agreement, IV shall
      create and place links to the Network portal site homepage from the homepage
      of each Magazine Site (and elsewhere within each such Magazine Site, as
      the parties may mutually determine).


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Back to Contents

|(b) | Branding.
|--- | ---------

Each Existing Site will display the branding of IV in a manner to be mutually determined, it being agreed however, that promptly following the effective date hereof, each Magazine Site will be redesigned to emphasize the branding of the Magazine on the masthead, as opposed to that of IV, provided however that, the following information from the IV header must be included with IVs branding: links to the iVillage home page to the Verticals and to search functionality. All IV branding oneach
Existing Site must comply with IV's branding standards as communicated to Hearst
from time to time. IV shall provide navigation capabilities on the Network to
and from each of the Existing Sites. Such navigation capabilities shall be at
least equal (including, without limitation, with respect to size, placement,
prominence, frequency and ease of use) to the navigation capabilities provided
by IV on the Network with respect to non-Magazine Sites. Without limiting the
foregoing, navigation from the Network to each of the Existing Sites shall exist
from every place on the Network where navigation to all other non-Magazine Sites
exists. In addition, where a navigational tool is used to link to a majority
of non-Magazine Sites, relevant Existing Sites will also be linked with such
navigational tool. All Hearst and Magazine branding on the Network must comply
with applicable branding standards as communicated by Hearst to IV from time
to time, and shall be subject to the prior approval of Hearst, which shall be
deemed given if Hearst does not respond within five (5) business days of receipt
of request for approval. No IV branding shall appear within the Merchandising
Sites. While fixed placements of promotional mentions of the Magazine Sites will
be approved by Hearst prior to inclusion, the parties acknowledge that it is
impractical to approve each instance in which a promotion of Proprietary Content
is included within the Network, and therefore IV shall have reasonable discretion
to make additional promotional references, and will comply with Hearsts
request to remove any such references that are not acceptable to Hearst. IV and
Hearst shall mutually determine guidelines to establish the circumstances under
which Proprietary Content will be displayed in the absence of the branding of
the Magazines (by way of example, where size restrictions preclude the inclusion
of branding such as in a related content box listing).


|5.  | Services.
|--- | ---------
|    |          
|(a) | Hosting. 

During
the Term of this Agreement, IV will provide Internet hosting services for each
Magazine Site as described at Exhibit D, in consideration for the license granted
herein. IV will make the Magazine Sites publicly available to Internet users
on a basis consistent with the performance standards set forth on Exhibit D,
which may be amended from time to time, by mutual agreement. IV shall, using
industry standard methods, prevent unauthorized access to any shadow site of
any Magazine Site, any restricted areas of each Magazine Site and any databases
or other sensitive material generatedfrom
or used in conjunction with such Magazine Site, as required by Hearst.


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Back to Contents

|(b) | Production.
|--- | -----------

Throughout
the Term of this Agreement, IV agrees to provide production services
(Production Services) to the Existing Sites as more fully described
at Exhibit E and in this Section 5(b), but in any event, at a service level no
less favorable than the level of Production Services and furnishing of the
number of Features heretofore enjoyed by the Existing Sites under the
Predecessor Agreement. The Production Services for the Existing Sites
specifically include (i) support of Content Distribution Relationships, Branding
Extensions and Syndication Arrangements as defined at Section 8 herein; and (ii)
support of E-Commerce activities on the Existing Sites as described at Section
10 herein. In addition, IV will provide programming, retooling, and
reconfiguring necessary to make the Existing Sites fully transportable to Hearst
or another third party host and operable outside the environment of the Ne twork
on a turn-key basis upon expiration or termination of the Term on an on-going
basis without significant interruption, with the same user interface and
interactive capabilities that were available prior to transition, provided
however that the new hosting site is supported by Vignette software and
maintains similar capabilities and features as the IV Network, subject only to
the facts that (x) links from and to the Network will no longer exist; (y)
Hearst shall have no right (other than as set forth herein at Section 20) to use
IV Tools; and (z) certain Features based on Third-Party Tools or Third-Party
Work may not be fully transportable). In connection with the foregoing, IV
agrees to create XML depositories of all Proprietary Content and to make
cumulative updates such depositories; to deliver to Hearst on a monthly basis
flat file snapshots of the Magazine Sites; and to create a separate
database in a form to be mutually agreed of all Magazine User Data as defined at
Section 6(i). The XML depositories (exclusive of message board posts) will
reside during the Term on dedicated computers maintained in IVs data
center and be available for Hearst to access. Hearst employees requiring access
will abide by IVs security procedures and Hearst agrees to hold IV
harmless from any resulting damages from such use of and access to the dedicated
server, in each case in a manner comparable to that set forth at Section 5(d) .


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|(c) | Staffing.
|--- | ---------

Throughout
the Term, IV shall make sufficient responsible employees, as more fully detailed
at Exhibit E-1, available to perform IVs obligations set forth herein and to review and/or improve any changes or developments in the management, maintenance, design, operations, marketing and creative aspects of the Magazine Sites.  Hearst shall be entitled to phone consultations, meetings, strategic consultations and brainstorming sessions at its request.  IV shall implement any changes or developments in a timely manner that result from all meetings and consultations. From time to time at Hearsts request, IV shall redeploy staff to create Hearst Tools or to provide greater support to one or more Magazine Sites designated by Hearst, based on Hearsts branding priorities, provided that no fewer than and no more than twenty three employees, freelancers, or the equivalent thereof (in the case of circumstances where multiple persons performing disparate tasks comprise the equivalent of a single person) shall be designated exclusively to Hearst at any given time. Hearst shall also be entitled t

o the services of an additional nine (9) non-dedicated employees or the equivalent thereof (in the case of circumstances where multiple persons performing disparate tasks comprise the equivalent of a single person) who will perform services as set forth at Exhibit E-1. IV shall be entitled to deploy additional employees and/or freelancers, at no additional charge to Hearst, to aid in the migration of the Merchandise Sites, provided all freelancers shall be retained on terms such that ownership of the results of their work product vests in the parties, consistent with the terms of this Agreement. IV and Hearst reasonably anticipate that the staff described at Exhibit E-1, shall be sufficient to perform all of IVs required Services hereunder.


|(d) | Content
    Management.
|--- | -----------------------

During
the Term IV shall grant Hearst access to a content management application (Content Management Application) as permitted by Hearsts site license solely for the purposes described in this subparagraph, which Hearst may elect to deploy at its discretion (if being recognized that Hearst may make greater use of it in connection with certain of the Magazine Sites than at others) provided that: (i) each Hearst employee complies with the confidentiality and right to use provisions provided for in the license agreement entered into between iVillage and Vignette Corporation (the Vignette License Agreement) and (ii) each employee completes training on the software to IVs reasonable satisfaction.
Following training, Hearst will require its employees to comply with IVs
copy edit and quality control processes, to coordinate through IV with respect
to art and production issues, to consistently report to IV with respect to which
articles have been made live and to continuously update IV on features that have
been updated. Hearst agrees to hold IV, its directors, officers, agents and employees
harmless from and against any damages, costs or liabilities resulting from a
Hearst employees use of and access to the Content Management Application,
including without limitation attorneys fees, including any claim by Vignette
alleging a breach by a Hearst employee of any right to use or confidentiality
provisions provided for in the Vignette License Agreement. The parties anticipate
that ongoing production of the Magazines Sites will be performed in part by IV
and in part by Hearst, with certain original content and editorial material to
be provided by Hearst using the Content Management Application. IV will provide
Hearst with password-protected remote access to the Content Management Application
to enable Hearst to produce and update the Magazines Sites. To the extent that
IV is responsible for production, IV agrees to perform such services promptly
in accordance with the timetables at least as prompt as those heretofore enjoyed
by Hearst or as the parties may from time to time agree. During the Term of this
Agreement, IV will post monthly updates to each of the features on each Magazine
Site tied to content in the latest issue of the associated Magazine, as provided
by Hearst.


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|(e) | Maintenance
    Services.
|--- | -------------------------

During
the Term of this Agreement, IV will provide maintenance services as specified
in Exhibit F hereto (the Maintenance Services).


|(f) | Driving
    Users/Subscriptions.
|--- | --------------------------------

IV
      agrees to use best industry practices to drive new and repeat user traffic
      to the Magazine Sites using its own search engines and other internal IV
      resources at all times during the Term, including without limitation the
      use of metatags and other mechanisms to optimize results of search engine
      technology, provided however that IV shall have no obligation market the
      Magazine Sites outside of the IV Network or incur costs which may be associated
      with marketing outside of the IV Network. IV also agrees to use commercially
      reasonable efforts to entice users to purchase subscriptions to the Magazines,
      as well as to other Hearst magazines, via links to Hearst Online Subscription
      Sales Sites and shall diligently support all subscription initiatives presented
      by Hearst. IV shall create and maintain subscription sale links from pages
      of the Magazine Sites specified
      by Hearst to such sales
      sites.


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|(g) | Metric
    Tracking.
|--- | --------------------

Throughout
    the Term, IV will maintain metric tracking separately segmented for the Magazine
    Sites at a level at least comparable to that heretofore
    provided by IVs application service provider Omniture and IV shall provide the results of that analysis to Hearst on a weekly basis. In addition, IV will arrange for no less than twenty (20) employees of Hearst to have access remotely to such metric tracking application, provided Hearst complies with any restrictions on use in the application service providers license, the Hearst employees complete training on the application, and Hearst agrees to hold IV harmless from any resulting damages from such use of and access to the application, in each case in a manner comparable to that set forth at Section 5(d) above with respect to the Content Management Application. In the event that IVs
    site license will not allow such direct access by Hearst employees, IV agrees
    to use diligent efforts to negotiate an extension of such license to Hearst,
and Hearst agrees to cooperate in that regard.


|6.  | Magazine
    Sites Control and Ownership.
|--- | -----------------------------------------
|    |                                          
|(a) | [intentionally
    omitted]              



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|(b) | Editorial
    Control.
|--- | ----------------------

Notwithstanding
anything to the contrary contained herein, Hearst retains complete editorial
and creative control over all aspects, including Original Site Content and Third
Party Work, of the Magazine Sites. Hearst will be solely responsible for creating
(other than Original Site Content, Third Party Work and IV Content), managing,
editing, reviewing, deleting and otherwise controlling all Content, including
all user-generated Content, with respect to the Magazine Sites. IV shall post
no Content other than Proprietary Content and user-generated Content to the Magazine
Sites without Hearsts prior written approval. Proprietary rights to IV
Content posted to a Magazine Site with Hearsts approval shall remain with
IV or its licensors, and Hearst shall not acquire any ownership rights in such
IV Content even though it appears on a Magazine Site. IV shall not supplement,
modify, alter or excerpt the Hearst Content and Magazine Content (other than
modifications strictly necessary to upload the Hearst Content and Magazine Content
to the Web site), without Hearst's prior written consent; provided,however,
that IV may, without seeking Hearst's prior written consent, use reasonable excerpts
of any Proprietary Content both on and off the Network solely in connection with
its promotion, marketing and advertising of the Magazine Sites and the Network
and other activities calculated to draw traffic to the Magazine Sites and the
Network (unless Hearst shall have informed IV of restrictions prohibiting such
use). No article, excerpt or other subset of subject matter of the Proprietary
Content may be reproduced on the Network without the proper attribution to the
Magazine or Magazine Site in which such Proprietary Content appeared and to the
author or authors (where required) and the copyright owner to the same extent
and in the same manner set forth in the original form of the Hearst Content or
Magazine Content provided by Hearst or in its original form on a Magazine Site,
unless expressly agreed by the parties pursuant to the provisions of Section
4(b) above. Hearst acknowledges that, by only providing Hearst with the ability
to publish and distribute the Content of third parties (being user postings but
excluding IV Content), IV is acting, to the maximum extent allowable by law,
as a passive conduit for the distribution and publishing of such user-generated
Content. IV has no obligation to Hearst, and undertakes no responsibility, to
review Hearst Content, Magazine Content or user-generated Content to determine
whether any such Content may incur liability to third parties. Notwithstanding
anything to the contrary contained herein, if IV reasonably believes that any
Content on a Magazine Site may create liability for IV, Hearst agrees that, after
prior notice to Hearst (if reasonably possible under the circumstances), IV may
remove such Content and/or the applicable Web site(s) as IV believes is prudent
or necessary to minimize or eliminate IV's potential liability.


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|(c) | Work for
    Hire.
|--- | ------------------

All
    Original Site Content, Third-Party Work and Hearst Tools, including but not
    limited
to derivative works, domain names, URLs, artwork, logos, graphics, video,
text, data, and other materials supplied by or on behalf of IV to Hearst in connection
with this Agreement and including Original Site Content and Third Party Work
produced pursuant to the Predecessor Agreement as well as hereunder, but excepting
only materials supplied by subcontractors and third party vendors as to which
such third parties retain rights (and as to such third parties, IV agrees to
use commercially reasonable efforts to acquire work on a work made for hire basis
or alternatively to acquire a perpetual license for Hearst) shall be deemed to be works for hire and shall be the sole and exclusive property of Hearst. Original Site Content, Third Party Work and Hearst Tools are referred to collectively as the Hearst Property.
To the extent any Hearst Property may for any reason not be deemed a work for
hire, IV does hereby grant and assign to Hearst all right, title and interest
which IV may have now or in the future acquire in and to such Hearst Property,
including but not limited to all copyrights and other intellectual property rights.
IV shall not post any Hearst Property to the Magazine Sites without the prior
approval of Hearst, which shall be deemed denied if not granted affirmatively
in writing or in oral conversation.


|(d) | IV
    Software and Technology.
|--- | -------------------------------

Hearst
    understand and agrees that IV, in performing its obligations hereunder, may
    incorporate or use IV Tools in connection with the Hosting Services, Production
    Services and incorporation of the Magazine Sites into the Network. By way
    of example, IV Tools could include without limitation toolbars for maneuvering
    between pages, search engines, and Java applets, quiz technology, newsletter
    templates. In the event any IV Tools are incorporated by IV into or are used
    IV in connection with any Magazine Site, or any IV Tools are used to manipulate
    Proprietary Content for distribution on the Magazine Site or through the
    Network, then IV hereby grants to Hearst during the Term of this Agreement
    a worldwide, non-exclusive, nontransferable, royalty-free, free right to
    use the IV Tools on and in connection with the Magazine Sites and as permitted
    hereunder at Sections 8(a) and (c) hereunder. By way of example, the text
    (e.g., clues) and page graphics apparent to a viewer of a quiz shall, as
    between the parties, be Proprietary Content. The underlying graphic template
    and the application that runs the quiz shall be an IV Tool. However, if Hearst
    requests IV to create a Hearst Tool, or technology exclusively for Hearst,
    such application, tool or technology shall be deemed a work made for hire
and included within Original Site Content.


|(e) | Third Party
    Tools.
|--- | ----------------------

Hearst
understand and agrees that IV, in performing its obligations hereunder, may incorporate
or use Third Party Tools in connection with the Hosting Services, Production
Services and incorporation of the Magazine Sites into the Network. In the event
any Third Party Tools are incorporated by IV into or are used IV in connection
with any Magazine Site, or any Third Party Tools are used to manipulate Proprietary
Content for distribution on the Magazine Sites or through the Network, then IV
    hereby grants to Hearst during the Term of this Agreement a worldwide, non-exclusive,
  nontransferable, royalty-free, free right to use the Third Party Tools on and
  in connection with the Magazine Sites and as permitted under Sections 8(a)
  and (c) hereunder, subject however, to any third party-imposed restrictions
  on such use, but only during the Term of this Agreement and any transition
  period permitted under Section 20 hereunder (provided such third party licenses
  allow for such use during the transition period in question).


---



|(f) | Derivative
    Works.
|--- | ---------------------

Without
      limiting the generality of the foregoing, Hearst may, in its sole discretion,
      modify, edit, add to, delete from, distribute, license, duplicate, use,
    and otherwise exploit the Proprietary Content in any manner and by any means,
      media, method, device, process or medium now known or hereafter developed,
      including, without limitation, making derivative works (as defined at 17
      U.S.C. § 101 et seq) thereof, in all cases without accounting to IV.
      For the avoidance of doubt, Hearsts entitlement to exploit Proprietary
      Content and make derivative works based thereon without accounting to IV
      applies to Proprietary Content created or licensed during the Term hereof
      or created pursuant to the Predecessor Agreement, notwithstanding anything
      to the contrary in such Predecessor Agreement, and thus Derivative
      Works and Joint Derivative Works,
      as those terms were used in the Predecessor Agreement, may be exploited
      by Hearst without accounting to IV and Joint Derivative Works, as that
      term
      is used in the Predecessor Agreement may be exploited by IV without accounting
      to Hearst, provided IV removes all Proprietary Content therefrom prior
      to any exploitation. For the avoidance of doubt, Proprietary Content does
      not
      include any IV Tools or Third Party Tools, but does include Hearst Tools.
      Hearst, at its sole expense, shall have the sole right to register such
      Proprietary Content for copyright protection (provided however, to the
      extent Proprietary
      Content operates based upon an IV Tool or Third Pary Tool, Hearst will
      so indicate on the registration form and will make no claim to ownership
      of
      such IV Tool or Third Party Tool, and Hearst will comply with the restrictions
      on use of such IV Tools and Third Party Tools set forth herein). IV agrees
      that it will not at any time do or cause to be done any act or thing contesting
      or impairing or intended to impair the foregoing ownership rights of Hearst
      and IV will execute and deliver any additional documents which Hearst deems
necessary to further evidence Hearst's
      ownership of copyright or other rights described herein. If IV fails or
      neglects to execute such additional documents, Hearst may do so in IV's
      name and IV hereby appoints Hearst as its irrevocable attorney-in-fact
      solely for
the purposes described herein.


---



|(g) | IV Content.
|--- | -----------

All IV Content used on or in connection with the Network, is and shall remain the sole and exclusive property of IV and/or its third party licensors and Content providers. Nothing herein shall be construed to grant to Hearst any right, title or interest in or to any such IV Content, and Hearst agrees that it shall not at any time make any claim to any right, title or interest in or to the such IV Content.


|(h) | URL'S.
|--- | ------

Except with
    respect to the URL www.magazines.ivillage.com, all other Magazine Site URL's
    shall be the sole and exclusive property of Hearst. If any Magazine Site
    is removed from the Network IV will take all necessary steps to transfer
    ownership and control of all associated URLS to Hearst. The Network
    portal site URL is and shall remain the sole and exclusive property of IV.
    All other Network URL's shall remain the property of IV or its Network partners,
    as the case may be.


|(i) | User
    Information.
|--- | ---------------------

The parties
    agree that any and all user data (e.g. name, address, e-mail address, etc.)
    that is collected through (i) any user registration process on the Network
    sites other than the Magazine Sites from users that expressly "opt-in" to
    sharing their information with Hearst; (ii) any user registration process,
    newsletter subscription offer or other user data collection area on the Magazine
    Sites from users that expressly opt-in to sharing their information
    with Hearst and/or third parties on whose behalf Hearst may make offers;
    together with all aggregated non-personally identifying information collected
    from users of the Magazine Sites or that is associated solely with users
    going to and from the Magazine Sites from other locations of the Network
    , together with all user data and performance tracking data collected by
    IV from the Magazine Sites, including data regarding user tracking, page
    views, unique visitors and other user information that may be obtained with
    respect to the Magazine Sites ("Magazine User Data),
    shall be jointly owned by the parties; and each party shall be free to use
    such information without the consent of, or accounting to the other party
    solely in accordance with all Applicable Law (as defined at Section 11) and
    subject to any restrictions on transfer or disclosure of such information to
  third parties (which IV agrees to inform Hearst of in the instance of aggregated
  data and data provided from general IV opt-ins). Data collected from non Magazine
  Sites (other than that included within Magazine User Data) shall be referred
  to as IV User Data and Hearst shall have no entitlement thereto.
  Non-personally identifiable aggregated information that is provided to Hearst
  hereunder shall not be identified to third parties as data derived from the
  IV Network without iVillages consent and shall not be matched to outside
  data sources in order to identify the user for marketing purposes, if that
  user has not previously provide Hearst with an opt-in permission. IV agrees
  to make Magazine User Data available to Hearst on a read-only basis, and to
  deliver such Magazine User Data to Hearst on a monthly basis in a mutually
  agreed upon format. IV also agrees to segregate Magazine User Data from IV
  User Data in a separate database. Magazine User Data shall not include any
  data collected by Hearst or its affiliates from users who supply such information
  on Hearsts Online Subscription Sales Sites and such data shall be the
  sole and exclusive property of Hearst and IV shall have no right, title or
  interest in or to such data.


---



|(j) | Network
    Control.
|--- | --------------------

Notwithstanding anything to the contrary provided for in this Amendment, IV shall have complete editorial control over the Network (exclusive of the Magazine Sites), specifically including but not limited to its offers, services, products and the size and location of its advertising inventory. IV reserves the right to suspend, modify or discontinue any part (exclusive of the Magazine Sites) of the Network in its sole discretion.


|7. | License.
|-- | --------

During the Term of this Agreement, Hearst hereby grants to IV a non-exclusive royalty-free, worldwide license, with no right to sublicense (except as may be expressly permitted pursuant to Section 8) or to sell, to:


|(a) | Perform.
|--- | --------

Electronically
        reproduce and distribute, and publicly perform and display the Proprietary
        Content on the web in conjunction with the Network, all in connection with
  the Services to be provided by IV pursuant to this Agreement; and


|(b) | Enhance.
|--- | --------

Abridge
            and excerpt, add Enhancements to and otherwise edit Hearst Content and Magazine
            Content and make such changes to Proprietary Content as are necessary to
    display it electronically on the Magazine Sites and Network; and


|(c) | Promote.
|--- | --------

Reproduce
            and distribute through any media now known or hereafter developed excerpts
            of the Proprietary Content solely in advertisements for and marketing and
            promotional materials related to the Network and the Magazine Sites.


---



|8.  | Distribution.            
|--- | -------------------------
|    |                          
|(a) | Content
    Distributors.

Hearst shall
    have the right to establish relationships with third-party online distributors
    for such distributors to carry portions of Proprietary Content from the Magazine
    Sites on the distributors' sites (including works based on IV Tools, provided
    any Works based on IV Tools will be run exclusively on IVs servers),
    with links back to the Magazine Sites as well as links to Hearsts Online
    Subscription Sales Sites ("Content Distribution Relationships"), provided
    that Hearst shall not license portions of any single Magazine Site to a third
    party in a manner that would substantially replicate that site. Hearst shall
    be entitled to enter Distribution Arrangements without IVs consent,
    and except under the circumstances set forth at Section 8(d) hereunder, without
    accounting to IV.


|(b) | Brand
    Extensions.
|--- | ---------------------

Hearst shall
    have the sole and exclusive right to enter into branding extension arrangements
    (Branding Extensions) for its Magazines, including Proprietary Content, with third parties at its discretion. Hearst shall be entitled to enter into Branding Extensions without IVs consent and, except under the circumstances set forth at Section 8(d) hereunder, it may enter such relationships without accounting to IV.


|(c) | Syndication.
|--- | ------------

Hearst shall
    have the sole and exclusive right to syndicate portions of the Magazine Sites
    anywhere on the Internet, and in addition may itself place, or may license
    third parties to place, Content branded by any of the subject Magazines anywhere
    on the Internet, including works based on IV Tools (provided any Works based
    on IV Tools will be run exclusively on IVs servers), including without
    limitation creating mini-sites (collectively Syndication
    Arrangements)
    without obligation to IV, provided Hearst shall not license portions of any
    single Magazine Site to a third party in a manner that would substantially
  replicate the that site. Hearst shall be entitled to enter Syndication Arrangements
  without IVs consent and, except under the circumstances set forth at
  Section 8(d) hereunder, it may enter such relationships without accounting
  to IV.


---



|(d) | Cooperation
    and Commissionable Arrangements.
|--- | ------------------------------------------------

Notwithstanding
    anything herein to the contrary, IV shall be entitled to propose Content
    Distribution Relationships, Branding Extensions and Syndication Arrangements
    to Hearst for Hearsts consideration, provided IV shall have no authority to enter any such relationship without Hearsts prior written consent, which (with the exception of arrangements with AOL, Yahoo, MSN and Earthlink) may be declined by Hearst for any reason. Proposed distribution agreements with AOL, Yahoo, MSN and Earthlink shall be subject to the parties mutual approval, consent not to be unreasonably withheld (it being agreed that Hearst may withhold consent to any arrangement that would afford it a lower percentage of Paid Subscription Revenue (as defined at Section 14(c)) than it receives with respect to subscription sales as to which IV is entitled to a Commission (as defined at Section 14(c)) and that in such event, Hearst shall be entitled to enter into its own arrangement with such entity if so doing would result in a percentage of Paid Subscription Revenue to Hearst equal or superior to that yielded herein based on subscription sales as to which IV is entitled to a Commiss

ion). IV shall provide reasonable cooperation and technical assistance in respect of any Content Distribution Relationship, Branding Extension or Syndication Arrangement (collectively the distributors of any such arrangements referred to as Distributors) that may be established by Hearst (regardless of whether IV assisted in arranging such relationship), including, without limitation, assistance in optimizing links, as part of Production Services. IV shall not be entitled to any Commission or revenues earned in connection with any such arrangements except in the following circumstances: in the event that IV assists in arranging an agreement with a Distributor accepted by Hearst, or in the event that Hearst agrees to enter a relationship with AOL, Yahoo, MSN or Earthlink (Distributor arrangements assisted by IV, collectively with arrangements with AOL, Yahoo, MSN or Earthlink are referred to as IV Assisted Distribution Deals), and such arrangement establishes a link from the Distributo

r to the Network that in turn may lead to a link to a Hearst Online Subscription Sales Site, as opposed to or in addition to a link
    from the Distributor directly to the Hearst Online Subscription Sales Site
    without intermediate link to the Network (such links hereafter referred to
    respectively as Intermediate Links and Third Party Links), and provided IV
    agrees to share a portion of its Commission with such Distributor as requested
    by Hearst (subject to the following sentence) then in such event IV shall
    be entitled to a Commission as a result of subscription sales generated via
    the Intermediate Links as set forth herein at Section 14(c), and IV shall
    be solely responsible for accounting to and paying a share of its Commission
    to such Distributor and IV shall indemnify Hearst and hold it harmless from
    any failure of IV to so account and pay. In the event that an IV Assisted
    Distribution Deal that is accepted by Hearst includes an Intermediate Link
    and a commission to the Distributor equal to or in excess of the Commission
    to which IV would be entitled pursuant to Section 14(c) hereunder (a
    Deficit Deal), then Hearst will pay IV a Courtesy Commission of
    10% of Paid Subscription Revenue as hereafter defined, and in exchange, IV
    will facilitate such Intermediate Link, it being agreed that IV shall not
    be required to accept any Intermediate Link from an IV Assisted Distribution
    Deal that would result in IV receiving no Commission (however, IV shall be
    required to accept Intermediate Links from relationships with Distributors
    that are not IV Assisted Distribution Deals). For the avoidance of doubt,
    IV shall not be entitled to any Commission as a result of subscription sales
    generated via Third Party Links established by any Distributor, nor shall
    IV be entitled to commission on the basis of Intermediate Links from relationships
    with Distributors that are not IV Assisted Distribution Deals. IV shall be
    deemed to have assisted in securing an arrangement with a Distributor if
    it brings to Hearst an opportunity that Hearst could not have secured for
    itself or if, at Hearsts request, IV actively assists in sales presentations
    and/or negotiation with a Distributor procured by Hearst.


---



|9.  | [intentionally
    omitted]    
|--- | -------------------------------
|    |                                
|10. | Merchandise
    and E-Commerce.

Hearst shall itself be entitled, and shall be entitled to allow third party partners to merchandise, sell or promote products and services on the Magazine Sites or via links from the Magazine Sites without permission from or payment to IV provided that no more than one graphic element and one text link is placed on any page, and provided Hearst will respect any reasonable
    advertising exclusivities IV may have granted relating to an Existing Site
    (it being agreed that a magazine subscription offer shall not count as a
    graphic element or text link for purposes of this limitation). At Hearsts
    request, such links may connect to pages within the Magazine Sites dedicated
    exclusively to e-commerce. Hearst shall be entitled to place additional graphic
    elements and text links on any page, and any additional elements will be
    billed to Hearst at a rate equivalent to the average rate net of all discounts
    and agency fees charged by IV to other customers for similar elements over
    the most recent three months. Hearst shall also be entitled to offer premium
    services (such as paid content) on the Magazine Sites, provided that Hearst
    shall not restrict a substantial portion (meaning fifty (50%) percent or
    more) of any Existing Site to paid viewers. Hearst shall be entitled to retain
    100% of the revenue from such sales. Hearst retains the right to conduct
    promotional activities with respect to such e-commerce; provided, however
    that for the benefit of IV Hearst agrees that all e-commerce shall be conducted
    in accordance with applicable local, state and Federal law including, without
    limitation, consumer protection laws. Hearst also reserves the right to sell
    goods and services anywhere on the Internet outside the Network without permission
    from or payment to IV.


---



|11. | Privacy
    Policies, Terms of Service and Compliance.
|--- | ------------------------------------------------------

The Magazine
    Sites will be governed by privacy policies and terms of service consistent
    with past practices under the Previous Agreement, and which must allow for
    IV to share user data and personally identifiable information collected on
    the Magazine Sites about users of the Magazine Sites with Hearst provided
    that a user has opted in to share their information with Hearst. IV agrees
    that at each place on the Magazine Sites where registration is required,
    including without limitation, newsletter subscription offers, it will offer
    the user the opportunity to opt-in to sharing its personally identifiable
    information with Hearst and with third-parties who may have offers that Hearst
    believes would be of interest to the user. In addition, IV will incorporate
    opt-in language provided by Hearst designed to assure that all user-generated
    Content and personally identifiable information collected through reader
    surveys, polls, feed-back areas and the like may be used for editorial purposes
    (exclusive of personally identifiable information provided through enrollment
    in the message board and online community service unless users have opted-in
    to have their information shared  with Hearst in the registration process),
    but inclusive of personally identifiable
    information which may be posted by users to the message boards and online
    community on the Magazine Sites). In addition, if Hearst elects to conduct
    e-commerce or restricts portions of the Magazines to users who pay for access,
    IV will incorporate into the Hearst service related registration process
    opt-in language provided by Hearst designed to ensure that personally identifiable
    information about purchasers of such services is available to Hearst. The
    parties intend for the Websites and the email marketing practices related
    thereto at all times be in compliance with all applicable laws, regulations,
    and industry guidelines, whether now existing or subsequently enacted (collectively Applicable
    Laws), including without limitation, the Childrens Online Privacy
    Protection Act (COPPA), American Society of Magazine Editors Guidelines
    on Best Practices for Digital Media, CARU guidelines on advertising to children,
    and all applicable federal or state anti-spamming statutes. Unless otherwise
    agreed upon by the parties, the parties shall consult on how to best comply
    with such Applicable Laws, and IV will institute, subject to commercial reasonableness,
    such measures, such as cookies, blocking mechanisms based on age, and other
    tools and functions as Hearst requests (collectively Compliance Tools)
    to comply with such Applicable Laws. IV agrees to delete any postings (should
    it become aware of any such posting) that it believes, or that Hearst believes
    in its reasonable judgment, could give rise to liability of any nature whatsoever.
    It is agreed and understood however that IV will not monitor user content
    posted to any message boards on the website. With respect to the conduct
    and contests and sweepstakes, the conduct of e-commerce, the collection and
    management of personally identifiable information, and management and dissemination
    of e-mail/mailing lists (collectively the Compliance Hotspots)
    it shall be the responsibility of the party in a position to control and
    direct the activity involved to ensure that such Compliance Hotspot does
    not give rise to any legal liability. For example, Hearst shall have the
    responsibility to ensure that contests conducted by third party vendors or
    advertisers contracted by Hearst are conducted in compliance with applicable
    laws, and IV shall have such responsibility for contests conducted by IV,
    provided however that in the event IV does not conduct the activity but the
    activity is conducted within a Magazine Site, iVillage shall have the right
    to review the rules solely for the purpose of assuring that the relationship
    of the parties is accurately described and that any page residing on the
    Network complies with IVs opt-in permission policy. Similarly, with
    respect to list management, to the extent that IVs customer service
    department has responsibility for managing opt-ins and opt-outs, IV shall
    have responsibility to ensure that requests are handled in a fashion that
    does not give rise to legal liability. Hearst shall be solely liable for
    assuring compliance with Applicable Laws with respect to the collection and
    management of personally identifiable information on any Hearst Online Subscription
    Sales Sites.


---



|12. | Promotion.
|--- | ----------
|    |           
|(a) | Marketing.

Both parties shall
actively promote the availability of the Magazine Sites via the Network. Further,
the parties shall from time-to-time work together in good faith to identify,
develop and pursue joint marketing and promotional activities that are designed
to enhance the value of the Magazine Sites and the Network, subject, however,
to Hearsts rights pursuant to Sections 6 and 8. The parties will also work
together in good faith to promote the availability of subscription sales to Hearsts
Magazines on the Internet, including on the Network. The parties shall mutually
agree on the budget, Content and development schedule of any such activities
prior to the launch thereof. Each party shall assign a point of contact within
such party's organization to coordinate any joint marketing or promotional activities.


|(b) | Press
    Releases.
|--- | -------------------

Any
    future press releases relating to this Agreement shall be mutually approved in
    writing by the parties prior to any distribution thereof.


|13. | Non-Compete.
|--- | ------------

IV hereby agrees that during the Term of this Agreement it will not, without the prior written consent of Hearst, (a) enter into any agreement to include as part of the Network any magazine site (meaning a U.S. edition of a web site that is maintained as an on-line adjunct to a magazine or associated with the magazine of a third party), if such magazine site may reasonably be construed to be competitive with any of the Magazines or Magazine Sites or if such third party magazine site is branded throughout by the branding of a magazine that may reasonably be construed as competitive to the Magazines; (b) display on the Magazine Sites advertising or other promotional materials from magazines of third parties that may reasonably be construed to be competitive with any of the Magazines; or (c)
    display on the same web page of the IV Network (exclusive of the IV footer)
    the brands, logo, Marks or Proprietary Content of any of the Magazines with
    the brands, logo or Content of any magazine that may reasonably be construed
    to be competitive with any of the Magazines, in such a way that it appears
    that the brands, logos, Marks or Proprietary Content of the Magazine are
    co-branded or otherwise affiliated with the brands or logos or Content of
    any such competitive magazines. Subject to the restrictions set forth in
    subparts (a)-(c) above, nothing herein shall be construed to limit IV from
    (d) creating and distributing its own email newsletters and print publications
    branded with marks owned or licensed by IV; (e) accepting paid or barter
    advertising or sponsorship from a competitive Magazine (provided such advertising
    shall not appear on any Magazine Site or other page of the Network in which
    Proprietary Content appears; (f) obtaining Content for integration within
    the IV Network from third parties including print publications from non-Hearst
    related publications that are competitive with the Magazines; or (g) from
    entering into any other business or contractual relationship or arrangement
    with any other entity including, without limitation, for a co-branded page
    or area within a site with a magazine that is competitive with one of the
    Magazines provided such co-branded page or area is not directly linked to
    or part of any Magazine Site, and so long as such relationship or arrangement
    is not in violation of subparts (a), (b) or (c) above.


---



|14. | Consideration.
|--- | --------------
|    |               
|(a) | Consideration.

In full and complete
consideration for all Services to be provided hereunder (except as set forth
at Section 14(b) below, IV shall be entitled to a Services Fee (Services
Fee), a Commission as defined at Section 14(c) below and a share of revenue
from advertising as set forth at Section 15.


|(b) | Services
    Fee.
|--- | -----------------

The Services
    Fee will be $4,000,000 during the first Contract Year, increasing by 3.75%
    to $ 4,150,000 during the Second Contract Year and increasing by 3.61 % to
    $4,300,000 during the Third Contract Year. The Services Fees will be payable
    in quarterly installments of one-fourth of the applicable amount within thirty
    (30) days of Hearsts receipt of IVs invoice. The Services Fee excludes any fees that may be payable to third parties as a result of Hearsts
    request for advertising on the
    Merchandise Sites involving Rich Media, which fees will be paid by Hearst
    to IV for payment to such  third parties.


---



|(c) | Commission.
|--- | -----------

IV will be entitled
    to a commission (Commission) on the basis of paid subscription
    revenue (Paid Subscription Revenue) generated during each Contract
    Year of the Term. Paid Subscription Revenue means monies actually collected
    (less credit for returns, and reserves for bad debt and cancellations, adjusted
    from time to time based on actual experience) as the result of subscriptions
    sold to Hearst magazines during the Term (including not only the Magazines
    associated with the Magazine Sites, but all magazines published by Hearst,
    as well as any additional third-party magazines that Hearst or its affiliates
    are authorized to sell and that Hearst may designate for inclusion hereunder
    (it being understood that Hearst shall have no obligation to include or to
    seek permission to include such third-party magazines hereunder)) from (i)
    direct links on the Network, including from the Magazine Sites, to the Hearst
    Online Subscription Sales Sites; and (ii) Intermediate Links from Distributors
    resulting from IV Assisted Distribution Deals. IVs Commission will be
    thirty percent (30%) for Paid Subscription Revenue of $2,225,000 per Contract
    Year or less subject to increase on the increment of Paid Subscription Revenue
    over that base number as reflected on Exhibit H. In the event that Paid Subscription
    Revenue in the second Contract Year of the Term is less than the greater of
    $3,500,000 or 250,000 paid orders (Subscription Threshold), IV
    shall not be entitled to any Commission on subscription sales during the third
    Contract Year of the Term. If Hearst enters a Deficit Deal, IVs Commission
    shall be ten (10%) of Paid Subscription Revenue generated pursuant to such
    Deficit Deal, however one hundred (100%) of Paid Subscription Revenues from
    such Deficit Deals shall be counted for purposes of determining whether IV
    is entitled to an increase in its Commission Rate as set forth at Exhibit
    H and for purposes of counting towards reduction of the advertising Royalty
    Guarantee as set forth at Section 15(b) below. Hearst shall calculate IVs
    Commission on a quarterly basis (being each three month period of a Contract
    Year measured from the Effective Date) on the basis of Paid Subscription Revenue
    received to date in that Contract Year, and will remit to IV the estimated
    amount owing, together with a statement of the accounting, and within one
    hundred twenty (120) days from the end of each Contract Year, shall make a
    final calculation as a true-up and Hearst shall account to IV for any additional
    sums that may be owing, or IV shall account to Hearst for any overpayments
    it may have received, as the case may be. IV shall not receive any Commission
    from subscription sales that result from (i) Third Party Links to Hearst Online
    Subscription Sites via Distributors or links from any other third party; (ii)
    Intermediate Links from relationships with Distributors that are not IV Assisted
    Distribution Deals; nor to (iii) subscription sales that result from marketing
    efforts of Hearst outside the Network environment, including without limitation,
    marketing to names included in Magazine User Data (Non-Commissionable
    Subscription Sales). Non-Commissionable Subscription Sales shall not
    be included for purposes of calculating any reduction in the advertising Royalty
    (as defined in Section 15) percentage to which Hearst may be subjected, nor
    to calculation of any increases in IVs Commission, nor towards the Subscription
    Threshold, nor towards reduction of the advertising Royalty Guarantee as set
    forth in Section 15(b) below, with the following exception: revenue from subscription
    sales generated by Intermediate Links from relationships with Distributors
    that are not IV Assisted Distribution Deals (less credit for returns and reserves
    for bad debt and cancellations, adjusted from time to time based on actual
    experience) shall be aggregated with Paid Subscription Revenue (the aggregate
    being referred to as Total Paid Subscription Revenue) and shall
    count towards reduction of the advertising Royalty Guarantee as set forth
    in Section 15(b) below.


---



|15. | Advertising.                
|--- | ----------------------------
|    |                             
|(a) | Net
          Revenue Split.

All Advertising
    (being any banner advertisements, site sponsorship arrangements, performance-based
    advertising, referrals, click-throughs, leads and bounties, and all other
    similar activities which do not produce revenues through direct selling, sold
    with respect to any Magazine Site) on the Magazine Sites will be sold by IV
    unless IV gives its prior consent for a sale by Hearst. Net Advertising
    Revenue means the gross revenue received by IV from the sale of advertisements
    on (a) the Magazine Sites exclusive, however, of advertisements sold on the
    Merchandise Sites, (b) any page of the Network, exclusive of the Merchandise
    Sites, that primarily contains Proprietary Content (other than teasers), and
    (c) any other page of the Network, exclusive of the Merchandise Sites, on
    which any article or feature that is Proprietary Content (other than teasers)
    is reproduced or duplicated substantially in its entirety; less agency fees
    (which shall not exceed fifteen percent (15%) of gross revenue from the sale
    of Advertisements), commissions (which shall not exceed eight percent (8%)
    of gross revenue from the sale of Advertisements, credits due to cancellations
    and provisions for bad debt. In no event shall Net Advertising Revenue for
    any period be less than the product of (A) gross advertising revenue recognized
    from the sale of all advertising on the Magazine Sites (exclusive of the Merchandise
    Sites) multiplied by (B) (i) the result of dividing the total number of advertisements
    served (impressions - specifically including banners, buttons, text ads, newsletters,
    cost per click and cost per acquisition) on the Magazine Sites (exclusive
    of the Merchandise Sites) by the total number of advertisements served (impressions
    - specifically including banners, buttons, text ads, newsletters, cost per
    click and cost per acquisition) on the Network (exclusive of the Merchandise
    Sites). IV agrees that Hearst shall be entitled to receive from IV a royalty
    (the "Royalty") computed on Net Advertising Revenues from such Contract Year.
    The Royalty payable to Hearst shall be equal to twenty percent (20%) of the
    aggregate Net Advertising Revenues from the Contract Year, reducible to fifteen
    percent (15%) in the event Paid Subscription Revenue in any Contract Year
    of the Term exceeds $2,225,000 but is less than $3,500,000.01; reducible to
    ten percent (10%) in the event Paid Subscription Revenue in any Contract Year
    exceeds $3,500,000 but is less than $5,000,000.01; and reducible to 0 in the
    event Paid Subscription Revenue in any Contract Year exceeds $5,000,000 (see
    table at Exhibit H). IV shall calculate Hearsts Royalty on a quarterly
    basis (being each three month period of a Contract Year measured from the
    Effective Date) on the basis of Net Advertising Revenue received to date in
    that Contract Year and will remit to Hearst the estimated amount owing, together
    with a statement of the accounting, within forty five (45) days of each quarter,
    and at the end of each Contract Year, shall make a final calculation as a
    true-up and IV shall account to Hearst for any additional sums that may be
    owing, or Hearst shall account to IV for any overpayments it may have received,
    as the case may be.


---



|(b) | Guarantee.
|--- | ----------

IV guarantees
  Hearst a Royalty derived from Net Advertising Revenues (the Guarantee)
  for each Contract Year in the initial amount of $650,000; however, that Guarantee
  is reducible
  each Contract Year pro rata on the basis of Total Paid Subscription Revenue
  as set forth on Exhibit H. The Guarantee shall be computed at the conclusion
  of each Contract Year and in the event the earned Royalty is less than the Guarantee,
  the full amount of the Guarantee shall be paid no later than forty-five (45)
  days following the conclusion of each Contract Year.


|(c) | Merchandise
      Sites.
|--- | ------------------------

Hearst shall
    have the sole and exclusive right to sell, or authorize third parties to
    sell, Advertising on the Merchandise Sites and IV shall not be entitled to
    any share of revenue generated from such sales.


|(d) | Advertising
    Policies and Cooperation.
|--- | -----------------------------------------

In the allocation
    and sale of Advertisements throughout the Network, IV agrees to treat the
    Existing Sites at least as favorably as the other non-Magazine sites. IV agrees
    not to place any advertising on the Existing Sites or any other place on the
    Network where Proprietary Content appears that is in violation of the then
    current and applicable advertising policies and standards established by the
    applicable Magazine, provided, that such policies have been communicated to
    IV in advance. IV further agrees that it will not place any interstitial or
    pop up or similarly intrusive advertising on the home page of
    any Magazine site (other than a solicitation to subscribe to the subject Magazine),
    nor will it allow any full screen advertisement on the home page of any Magazine
    Site or the placement of other advertising in a fashion deemed by Hearst to
    detract from the look and feel of a Magazine Site or in a manner that Hearst
    deems inconsistent with the applicable branding. Further, the parties agree
    that in the event they agree to jointly conduct any advertising sales initiatives,
    they will coordinate their advertising sales efforts to ensure that none of
    such efforts conflict with either party's contractual arrangements with third
    parties.


|(e) | Merchandising
    Advertisements.
|--- | ---------------------------------

Hearst shall
    have the right to purchase Advertising space throughout the Network (exclusive
    of the Merchandise Sites) on behalf of Hearsts advertisers, subject
    to the availability of inventory and exclusivities that IV may have granted
    and IV agrees to sell Hearst advertising space for such purposes at a rate
    at least as favorable as that offered by IV to similarly situated purchasers.
    Hearst shall not be entitled to any Royalty on such sales.


---



|16. | Warranties.           
|--- | ----------------------
|    |                       
|(a) | Hearst
    Warranties.

Hearst hereby
    warrants to and for the benefit of IV that Hearst shall not provide any Hearst
    Content or Magazine Content to IV or publish any Hearst Content or Magazine
    Content or direct IV to create or have created any Original Site Content,
    Hearst Tools or Third Party Work in any manner that: (a) infringes on any
    third party's copyright, patent, trademark, trade secret or other proprietary
    rights or rights of publicity or privacy; (b) violates any law, statute, ordinance
    or regulation (including without limitation the laws and regulations governing
    export control); (c) is defamatory, trade libelous, unlawfully threatening
    or unlawfully harassing; (d) is obscene or pornographic or contains child
    pornography; (e) violates any laws regarding unfair competition, antidiscrimination
    or false advertising, or (f) to the best of Hearst's knowledge, contains any
    viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming
    routines that are intended to damage, detrimentally interfere with, surreptitiously
    intercept or expropriate any system, data or personal information. Hearst
    agrees to use commercially reasonable practices (including without limitation
    periodic inspections of each Magazine Site) to mitigate the possibility that
    user-generated Content published or distributed on such Magazine Sites could
    create liability for IV. Hearst further represents and warrants that its use
    of Hearst User Data shall be in accordance with all Applicable Laws.


|(b) | IV Warranties.
|--- | --------------

IV hereby warrants
    to and for the benefit of Hearst that IV shall not post on the Magazine Sites
    or otherwise provide any: (i) IV Content, IV Tools, Hearst Tools or Third-Party
    Tools; (ii) to the extent not created pursuant to Hearst's request, any Original
    Site Content or Third Party Work; (iii) additions to or edits of Hearst Content
    or Magazine Content; in any manner that (a) infringes on any third party's
    copyright, patent, trademark, trade secret or other proprietary rights or
    rights of publicity or privacy; (b) violates any law, statute, ordinance or
    regulation (including without limitation the laws and regulations governing
    export control); (c) is defamatory, trade libelous, unlawfully threatening
    or unlawfully harassing; (d) is obscene or pornographic or contains child
    pornography; (e) violates any laws regarding unfair competition, antidiscrimination
    or false advertising; or (f) to the best of IV's knowledge, contains any viruses,
    Trojan horses, worms, time bombs, cancelbots or other computer programming
    routines that are intended to damage, detrimentally interfere with, surreptitiously
    intercept or expropriate any
    system, data or personal information. IV warrants that it shall not use any
    Proprietary Content in a manner or for any purpose other than that authorized
    by this Agreement. IV agrees to use commercially reasonable practices (including
    without limitation periodic inspections of the Network) to mitigate the possibility
    that user-generated Content published or distributed on Network sites (other
    than the Magazine Sites) could create liability for Hearst. IV further represents
    and warrants that its hosting and production services, privacy practices and
    email marketing practices related to the Network shall be operated in accordance
    with all Applicable Laws.


---



|(c) | Recourse
    and Remedies.
|--- | --------------------------

Each party agrees
    that its sole and exclusive remedy for a breach of any warranty made by the
    other party pursuant to this Section 16 shall be indemnification as set forth
in Section 18 hereof.


|17. | Trademarks.
|--- | -----------

Each party acknowledges
    and agrees for all purposes that all Marks associated with the other party
    and/or the other party's services, products, literature, promotional materials
    or otherwise, whether or not registered, constitute the other party's exclusive
    property. Each party ("Licensor") hereby grants to the other party ("Licensee")
    a non-exclusive, non-transferable, non-assignable, royalty-free license
    to use those Marks of Licensor set forth on Exhibit G solely for purposes
    of performing Licensee's obligations under this Agreement including, without
    limitation, in connection with any advertising, marketing and promotional
    activities undertaken and materials developed pursuant to this Agreement.
    All uses by Licensee of Licensor's Marks shall be in accordance with such
    quality control standards as the Licensor may promulgate from time to time,
    and Licensee agrees to refrain from all uses of Licensor's Marks to which
    Licensor objects. All uses of Licensor's Marks by Licensee, including all
    goodwill arising there from shall inure solely to the benefit of Licensor.
    All promotional literature and other materials prepared by either party in
    connection with its promotional obligations hereunder shall bear appropriate
    copyright and/or trademark notices as prescribed by the party whose Content
    or branding is included therein. Licensee agrees it will not use, register
    or attempt to register in any jurisdiction, or otherwise appropriate or adopt
    any name, mark or logo that is confusingly similar to Licensor's Marks. Licensor
    retains all
    rights with respect to Licensor's Marks that are not specifically granted
    to Licensee herein. At no time during the term of the Agreement or thereafter
    shall Licensee attack, challenge or file any application with respect to
    any Licensor Mark.


---



|18. | Indemnity.       
|--- | -----------------
|    |                  
|(a) | Hearst
    to IV.

Hearst agrees
to defend, indemnify and hold harmless IV and its directors, officers, agents
    and employees from and against any and an claims, suits, damages, losses,
    costs, liabilities, expenses and fees (including without limitation reasonable
    attorneys' and expert witnesses' fees) incurred or arising from (a) any breach
    of the warranties set forth in Section 16, (b) any Proprietary Content (exclusive
    of Hearst Tools), Hearsts use of Magazine User Data or user-generated
    Content on the Magazine Sites, except (i) to the extent arising from IV's
    unauthorized or unapproved use of Hearst Content, Magazine User Data or Magazine
    Content on the Magazine Sites; and (ii) to the extent arising from the creation
    by IV of Original Site Content and Third Party Work other than in accordance
    with the specific instructions of Hearst and to the extent the claim or liability
    arises for reasons other than as a result of IVs compliance with those
    instructions, or (c) e-commerce conducted on any Magazine Site or any Hearst
    Online Subscription Sales Site. IV may, at its own expense, participate in
    any defense or settlement negotiations with respect to any claim to which
    it is entitled to indemnification with counsel of its own choosing. Hearst
    agrees not to enter into any settlement of any claim without the prior written
    consent of IV, which consent shall not be unreasonably withheld or delayed.


|(b) | IV to
    Hearst.
|--- | -----------------

IV agrees to defend, indemnify and hold harmless Hearst and its directors, officers, agents and employees from and against any and all claims, suits, damages, losses, costs, liabilities, expenses and fees (including without limitation reasonable attorneys' and expert witnesses' fees) incurred or arising from (a) any breach of the warranties set forth in Section 16, (b) any Content and Hearst Tools (excluding (i) Hearst Content, Magazine Content when used on the Magazine Sites in the manner authorized or approved by Hearst; (ii) user-generated Content on the Magazine Sites; and (iii) Original Site Content and Third Party Work but only to the extent such Content was created by or for IV in accordance with the specific instructions of Hearst and to the extent the claim or liability arises as a result
of IVs compliance with those instructions) created, developed, published
or distributed by IV, (c) the manner in which IV uses any of the Proprietary
Content on the Network, other than on the Magazine Sites and (d) e-commerce conducted
other than on a Magazine Site. Hearst may, at its own expense, participate in
any defense or settlement negotiations with respect to any claim to which it
is entitled to indemnification with counsel of its own choosing. IV agrees not
to enter into any settlement of any claim without the prior written consent of
Hearst, which
consent shall not be unreasonably withheld or delayed.


---



|19. | Limitations
    on Liability.
|--- | -----------------------------

To the extent permitted by applicable law, in no event shall either party be liable to the other party for any special, indirect, incidental or consequential damages arising out of or in connection with this agreement (including but not limited to such damages arising from tort, including negligence and strict liability, breach of contract or warranty), including without limitation damages for interrupted communications, lost data or lost profits, even if such party has been advised of (or knows or should know of) the possibility of such damages and notwithstanding the failure of essential purpose of any remedy.


|20. | Termination.              
|--- | --------------------------
|    |                           
|(a) | Termination
    for Cause.

In the event
either party materially breaches this Agreement, the other party may terminate this Agreement by providing the breaching party with no fewer than ninety (90) days notice of termination; provided, that in the event of breaches capable of cure, the breaching party shall have the right to cure the default within such period (or such longer period as then non-breaching party may agree to in writing) and thereby forestall termination of this Agreement. This Agreement may be terminated by either party immediately upon written notice if the other party (a) becomes the subject of any proceeding relating to insolvency, receivership or liquidation; (b) files a petition in bankruptcy; or has filed against it a petition in bankruptcy which is not discharged within thirty (30) days thereof; (c) makes an assignment for the benefit of its creditors; or (c) admits in writing its inability to pay debts as they become due. In the event that IV or Hearst becomes the subject of any bankruptcy proceeding, the other party shall b

e entitled to the benefits afforded a licensee of intellectual property pursuant to the provisions of 11 USC sec. 365(n).


---



|(b) | Payment
    Obligations.
|--- | ------------------------

The payment obligations set forth in this Agreement, which have been earned or accrued as of date of termination shall nonetheless remain payable.


|(c) | Transition
    upon Termination.
|--- | --------------------------------

Upon
    termination or expiration of this Agreement (except in the instance of termination
    for material breach by Hearst), IV will work in cooperation with Hearst to
    effect a smooth transition to Hearst or its designee so that the websites
    may continue to operate following termination or expiration without interruption
    as contemplated by Sections 3(b) and 5(b), provided however that absent IVs written agreement, such transition period will not extend for a period of more than ninety(90) days following termination (the Transition Period).
    Such transition shall include:


| | (i)   | transporting
        all XML file depositories, flat file snapshots, Proprietary Content,
        Derivative Works and Joint Derivative Works to Hearst or to any third
    party designated by Hearst;                                        
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                
| | (ii)  | revising
    the domain pointers;                                                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                
| | (iii) | Upon request
        by Hearst, assigning the Vignette license agreement to Hearst, pursuant
        to the terms set forth in the Vignette license (in that event
    Hearst will be responsible for any maintenance fees payable thereunder);
| |       |                                                                                                                                                                                                                                                
| | (iv)  | Transferring
    to Hearst all Magazine User Data;                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                
| | (v)   | Establishing
    and/or revising any necessary databases for new web servers; and                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                
| | (vi)  | Cooperating
    in the transfer or modification of relevant information concerning any domain
    names associated with the Magazine Sites.                                                                                                    
| |       |                                                                                                                                                                                                                                                

|(d) | No Representation.
|--- | ------------------

Hearst acknowledges that IV has no obligation to provide Hearst with any IV Tools, third party services, licenses, Third Party Tools or Third Party Work provided to the Magazine Sites during the Term except to the extent any such material was provided on a work made for hire basis as set forth in Section 6(c), or to the extent that IV has acquired a perpetual license for Hearst.


|(e) | Transition
    Period.
|--- | ----------------------

During
    the Transition Period, Hearst shall be entitled to a non-exclusive royalty-free
    license to use IV Tools, as well as any Third Party Tools or Third Party
    Work (if not owned by Hearst as work for hire) to which IV has the rights
    to grant, solely in connection with the transitioning of the Magazine Sites.
    Further, during the Transition Period, IV shall have the non-exclusive royalty
    free
    right to use Proprietary Content. During the Transition Period, IV shall
    have no entitlement to Commission or other Services Fees, nor shall Hearst
    have any entitlement to any Advertising Royalty. Hearst acknowledges that
    any Hearst Tools, IV Tools and/or Interactive Elements transferred to Hearst
    as part of the transition of the Magazine Sites are transferred to Hearst AS
    IS with no warranties of any kind, either express or implied, made
    by IV.


---



|(f) | Cessation
    of Use, Final Accounting.
|--- | ---------------------------------------

At the conclusion of the Transition Period, IV shall cease using the Proprietary Content, including but not limited to, all electronic copies and reproductions on the Network, and after receipt by Hearst of the Proprietary Content in the manner requested, upon the direction of Hearst, delete all Hearsts Marks from the entire Network, including the Magazine Sites and any other place in which such Marks appear as promptly as practicable. Within forty-five (45) days of the effective date of termination, IV shall pay to Hearst any amounts of Royalty that as of the effective date of termination were due and owed to Hearst pursuant to this Agreement, and Hearst shall pay to IV any remaining Commission and Services Fees that may remain outstanding and the parties shall make a final accounting to one another for any such amounts.


|(g) | Withdrawal
    of Certain Sites.
|--- | --------------------------------

Notwithstanding
    anything herein to the contrary, Hearst may elect at any time during the
    Term to take over from IV the hosting, production and maintenance of the
    sites for either or both of Town & Country and House Beautiful, or any
    other Magazine Site, and remove them from the Network. In that event, IV
    agrees to transfer any sites to Hearst in accordance with the provisions
    of this Section 20. Election of Hearst to takeover any such sites shall not
    result in any reduction of the Services Fee due IV, provided IV production
    resources allocated to those sites prior to their removal from the Network
    shall be redirected to the remaining Magazine Sites in a manner satisfactory
    to Hearst. If Hearst takes over any such sites, IV will be entitled to a
    Commission in respect of subscription sales to such Magazines only if direct
    links to the subject sites from the Network or Intermediate Links from Distributors
    remain on the Network.


|21. | Survival.
|--- | ---------

The terms of Sections 6(c), 6(d), 6(f), 6(g), 6(h), 6(i), 16, 18, 19, 20(c), 22, 23 and 24
  shall survive the expiration or earlier termination of this Agreement for any reason.


---



|22. | Confidential Information.              
|--- | ---------------------------------------
|    |                                        
|(a) | Definition of Confidential Information.

"Confidential Information" as
used in this Agreement shall mean any and all technical and non-technical information
of a party (the "Disclosing Party") to this Agreement (including, without limitation,
patents, copyrights and works of authorship, trade secrets, and proprietary information,
techniques, sketches, drawings, models, inventions, know-how, processes, apparatus,
equipment, algorithms, software programs, and software source documents) related
to the current, future and proposed business, products and services of such party,
and its suppliers and customers, and includes, without limitation, information
concerning development, design details and specifications, engineering, customer
lists, business forecasts, sales, and marketing plans and any other similar information
or data which is disclosed to the other party (the "Recipient") or to which the
Recipient otherwise gains access as a result of performing under this Agreement. "Confidential
Information" also includes proprietary or confidential information of any third
party that may disclose such information to the Disclosing Party in the course
of the Disclosing Party's business. Confidential Information does not include
information, technical data or know-how which: (i) is in the Receiving Party's
possession at the time of disclosure as shown by the Receiving Party's files
and records immediately prior to the time of disclosure; (ii) before or after
it has been disclosed to the Receiving Party, enters the public domain, not as
a result of any action or inaction of the Receiving Party; (iii) is approved
for release by written authorization of the Disclosing Party; (iv) is disclosed
to the Receiving Party by a third party not in violation of any obligation of
confidentiality; or (v) is independently developed by the Receiving Party without
reference to the Disclosing Party's Confidential Information.


---



|(b) | Use
    and Disclosure.
|--- | -----------------------

The
Receiving Party agrees not to use the Confidential Information of the Disclosing
Party for any purpose except to the extent necessary to fulfill its obligations
under this Agreement,. The Receiving Party agrees not to copy, alter, modify,
disassemble, reverse engineer or decompile any of the materials comprising
Confidential Information, unless permitted in writing by the Disclosing Party.
The Receiving Party agrees not to disclose the Confidential Information to any
third parties or to any of its employees, contractors or agent except those of
whom who have a need to know the Disclosing Party's Confidential Information to
enable the Receiving Party to fulfill its obligations under this Agreement;
provided, that such parties shall be made aware that such Confidential
Information is confidential to the Disclosing Party and shall be under a written
contractual restriction on non-disclosure and proper treatment of Confidential
Information that is consistent with and no less restrictive than the terms of
this Section 22. Notwithstanding the foregoing, the Receiving Party may disclose
the Disclosing Party's Confidential Information to the extent required by a
valid order of a court or other governmental body or by applicable law and to
its attorneys, financial advisers, lawyers or accountants; provided, however,
that the Receiving Party will use all reasonable efforts to notify the
Disclosing Party of the obligation to make such disclosure in advance so that
the Disclosing Party will have a reasonable opportunity to object to such
disclosure. The Receiving Party agrees that it shall treat the Confidential
Information with the same degree of care as it accords its own Confidential
Information of a similar nature; provided that in no event shall the Receiving
Party exercise less than reasonable care to protect the Disclosing Party's
Confidential Information. The Receiving Party agrees to advise the Disclosing
Party in writing of any misappropriation or misuse by any person of the
Disclosing Party's Confidential Information of which the Receiving Party may
become aware. The Receiving Party will not communicate any information to the
Disclosing Party in violation of the proprietary rights of any third
party.


|(c) | Return
    of Materials.
|--- | ------------------------

Any Confidential Information furnished to the Receiving Party, and all copies thereof, at the earlier of the Disclosing Party's request, or the termination of the business relationship between the Disclosing Party and the Receiving Party, at the Disclosing Party's option, will either be: (i) promptly returned to the Disclosing Party; or (ii) destroyed by the Receiving Party (with the Receiving Party providing written certification of such destruction to the Disclosing Party).


---



|23. | Books and Records.
|--- | ------------------
|    |                   
|(a) | Records.          

Each party shall
during the term of this Agreement and for a period of three years thereafter,
keep and maintain full and complete records and books of account, maintained
in accordance with generally accepted accounting principals, related to its activities
under this Agreement ("Records") including, without limitation, relating to any
payments of any kind to be made to the other party pursuant to this Agreement.


|(b) | Audit
    Right.
|--- | ----------------

During the term of this Agreement and for a period of three years thereafter,
each party shall have the right, on no more than one occasion in any consecutive
twelve (12) month period, to audit, or to engage a third party auditor,
reasonably acceptable to the other party, to audit the Records of the other
party to ensure compliance with the terms of this Agreement and the accuracy of
all amounts paid to the auditing party pursuant to this Agreement; provided,
that the auditing party provide the other party with no fewer than fifteen (15)
days notice of such audit and conducts such audit in a manner calculated to
minimize interference with the other party's business. Unless otherwise agreed
to by the parties, any such audit shall be conducted on the audited party's
premises. The auditing party shall bear the cost of the audit; provided,
however, that in the event the audit reveals an underpayment to the auditing
party in excess of five percent (5%), the audited party shall reimburse the
auditing party for the cost of the audit.


|24. | General Provisions.
|--- | -------------------
|    |                    
|(a) | Taxes.             

Each party shall
be responsible for, and shall indemnify and hold the other party harmless from
and against, any and all taxes, customs, duties or other amounts that may be
imposed by any governmental authority on any amount paid to such party by the
other party hereunder, except for taxes based upon the other party's net income
or gross receipts.


|(b) | Late
    Payments.
|--- | ------------------

Each party reserves the right to charge the other party interest at the then-applicable prime rate plus 1.5% pro rated monthly on any amount due such party from the other party under this Agreement, which amount is not paid when due.


---



|(c) | Governing
    Law/Jurisdiction/Venue.
|--- | -------------------------------------

This Agreement will be governed and interpreted in accordance with the laws of the State of New York as applied to agreements made, entered into and performed entirely in New York and solely by New York residents. The parties hereby agree that all causes of action brought in connection with this Agreement shall be brought in the State or Federal Courts located in New York County, New York, and each party hereby irrevocably consents to the personal jurisdiction of such courts for such purpose.


|(d) | Expenses.
|--- | ---------

Unless otherwise
    set forth herein to the contrary, each party shall be solely responsible
    for payment of any expenses such party incurs in connection with its performance
  under this Agreement.


|(e) | Severability;
    Waiver.
|--- | -------------------------

If
      any provision of this Agreement is held to be invalid or unenforceable
      for any reason, the remaining provisions will continue in full force without
      being impaired or invalidated in any way. The parties agree to replace
      any
      invalid provision with a valid provision that most closely approximates
      the intent and economic effect of the invalid provision. The waiver by
      either
      party of a breach of any provision of this Agreement will not operate or
      be interpreted as a waiver of any other or subsequent breach.


|(f) | Headings.
|--- | ---------

Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section, or in any way affect this Agreement.


|(g) | Successors
    and Assigns; Change in Control.
|--- | ----------------------------------------------

IV
may not assign this Agreement by operation of law or otherwise without the prior
written consent of Hearst and any purported assignment in violation hereof shall
be null and void. Subject to the foregoing, the parties' rights and obligations
will bind and inure to the benefit of their respective successors, heirs, executors
and administrators and permitted assigns. IV may subcontract all or any portion
of its service obligations hereunder; provided that IV remains primarily responsible
for such subcontracted service obligations and that Hearst reserves the right
to remove and/or have a subcontractor replaced if Hearst is not reasonably satisfied
with such subcontractor's performance. Hearst shall have the right to terminate
this Agreement effective immediately upon written notice in the event IV undergoes
a change in control,
provided such notice is given within ten (10) business days following such change
in control. As used above, change in control means (i) a sale of all or substantially
all of the assets of IV, (ii) a merger or consolidation of IV with or into another
corporation or other entity with the effect that, immediately after such merger
or consolidation, none of the existing holders of IV voting stock (meaning securities
having the right to vote in the election of directors) immediately before such
merger or consolidation holds, and the existing holders of IVs voting stock
immediately before such merger or consolidation do not hold in the aggregate,
at least fifty percent (50%) of the combined voting power of the then voting
stock of the surviving corporation of such merger or the corporation or other
entity resulting from such consolidation, (iii) the acquisition of twenty percent
(20%) or more of the voting stock of IV by any entity other than Hearst; (iv)
the adoption by IV of a plan of complete or partial liquidation; or (v) if a
petition shall be filed against IV under any provision of the Bankruptcy Code
or amendments thereto or if a receiver shall be appointed for IV or any of its
property.


---



|(h) | Attorneys'
    Fees.
|--- | --------------------

If any legal action is brought to construe or enforce any provision of this Agreement, the prevailing party shall be entitled to receive its reasonable attorneys' fees and court costs in addition to any other relief it may receive.


|(i) | Force
    Majeure.
|--- | ------------------

If the performance of this Agreement, or any obligation hereunder, except the making of payments hereunder, is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference.


|(j) | Independent
    Contractors.
|--- | ----------------------------

The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.


|(k) | Notice.
|--- | -------

Any notices
    required or permitted hereunder shall be given to the appropriate party at
    the address specified below or at such other address as the party shall specify
    in writing. Such notice shall be deemed given: upon personal delivery; if
    sent by telephone facsimile, upon confirmation of receipt; if sentby
    electronic mail, upon confirmation of delivery; or if sent by certified or
    registered mail, postage prepaid,
    five (5) days after the date of mailing.


---



|(l) | Modifications.
|--- | --------------

This Agreement may only be modified or revised by a written agreement oramendment hereto that is executed by both of the parties.


|(m) | Entire
    Agreement.
|--- | ---------------------

This Agreement, including the Exhibits attached hereto, sets forth the complete and final statement of the agreement between the parties with respect to the subject matter hereof, and supersedes any and all oral or written agreements, negotiations or understandings between the parties as to such subject matter.


---



In Witness Whereof, each of the parties hereto have executed this Agreement as of the date first written
above.

|iVillage, Inc.:                                                                                                                                                               | Hearst Communications, Inc.:                                                                                       
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                              |                                                                                                                    
|                                                                                                                                                                              |                                                                                                                    
|By:                                                                                                                                                                           | /s/                                                                                                                
|                                                                                                                                                                              |                                                                                                                    
|                                                                                                                                                                              |                                                                                                                    
|                                                                                                                                                                              |                                                                                                                    
|Title:       Executive
      Vice President
      and Chief Financial Officer
      Street Address: 500 Seventh
    Avenue
    New York New York 10018
    Mail Address: same | Title:       Vice
    President
    Street Address: 959 Eighth Avenue
    New York, NY 10019
    Mail Address: same
|                                                                                                                                                                              |                                                                                                                    
|Fax:
    (212) 600-6555                                                                                                                                                       | Fax:
    (212) 649-2095                                                                                            
|                                                                                                                                                                              |                                                                                                                    
|E-Mail:
    selkes@mail.ivillage.com                                                                                                                                          | E-Mail:
    mmiller@hearst.com                                                                                     

---



List of Exhibits

|A. | LIST
    OF MERCHANDISE SITES AND MIGRATION SCHEDULE
|-- | ----------------------------------------------------
|   |                                                     
|B. | ACCEPTANCE
    TESTING OF MERCHANDISE SITES         
|   |                                                     
|C. | FEATURES
    OF MERCHANDISE SITES                   
|   |                                                     
|D. | HOSTING
    SERVICES                                
|   |                                                     
|E. | PRODUCTION
    SERVICES                             
|   |                                                     

E  1    STAFFING E  2    REDESIGN
    AND IMPLEMENTATION SERVICES





|F. | MAINTENANCE                                                           
|-- | ----------------------------------------------------------------------
|   |                                                                       
|G. | TRADEMARKS                                                            
|   |                                                                       
|H. | SUBSCRIPTION
    COMMISSION, ADVERTISING ROYALTY AND ROYALTY GUARANTEE
|   |                                                                       

---



Exhibit A

MERCHANDISE SITES

Hearst Magazines: Marketing Sites(May 2004 snapshot)

|Cosmopolitan                                                                                                                                                                                                                                                                                                                                            
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1)                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                        
|Promotional
    pages that live independently of The Hot Spot:                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                        
|2)                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                        
|3)                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                        
|4)                                                                                                                                                                                                                                                                                                                                                      
|http://www.cosmopromo.com/fab_finds_04/index.html                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                        
|5)                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                        
|Note:
    the first ad-hoc project iVillage will produce will be as follows:                                                                                                                                                                                                                                                                            
|6)                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                        
|Good
    Housekeeping                                                                                                                                                                                                                                                                                                                                   
|1)                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                        
|2)                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                        
|3)                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                        
|Country
    Living                                                                                                                                                                                                                                                                                                                                      
|1)                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                        
|2)                                                                                                                                                                                                                                                                                                                                                      
|3)                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                        
|The
          magazine has indicated that they might want iVillage to update the
          enter to win pages, and the sweeps front door, though they are planning
    to continue working with their current vendor to        handle
        the processing (the actual sweeps and information that is sent to those
    site visitors who request it).



---



|House
    Beautiful                                                                                           
|--------------------------------------------------------------------------------------------------------------
|1)                                                                                                            
|2)                                                                                                            
|                                                                                                              
|                                                                                                              
|Marie
            Claire:http://www.marieclairereader.com/**
    migration will commence on or about 12/ 31/04

Redbookhttp://www.rbclick.com/index.php***Redbooks
current contract with Sprout Communications is valid and has been paid through
December 31, 2004, so re-build on iVillage platforms not required (but could
be done by iVillage with Hearsts
agreement) before that date

Town & Country: N/A

During the migration period, Hearst may elect to delete some of the above sites
from the list of sites to be migrated, provided that there will be no reduction
in compensation due to IV for migration services. The resources allocated to
the sites not migrated shall be redirected to the remaining Magazine Sites in
a manner satisfactory to Hearst.

---



Exhibit B

ACCEPTANCE TESTING

Hearst shall
be entitled to a period of five business days from receipt of written notice
that the Merchandise
Site(s) are ready for review to conduct such tests as it deems reasonable to
assure that the Merchandise Sites operate substantially as they did when they
were hosted outside the Network (subject to the limitations described at Section 3. In the
event any portions of the sites do not so operate, Hearst shall inform IV and IV shall have
a period of ten (10) business days to correct such deficiencies. In the event Hearst fails to inform
IV of deficiencies with the time period set forth, Hearst is deemed to have accepted the Merchandise
Site(s).


---



Exhibit C 
PRODUCTION SERVICES FOR MERCHANDISING SITES

It is anticipated that the Merchandising Sites will have at least the following functionality and features, which will be further refined in the production planning process


| | – | Site Content
        Updates: producers to work with magazine personnel to update the content
        of the site (e.g., marketing data and offer presentations) using Vignette
        as well as other tools provided for creating and serving quizzes, polls,
    surveys, etc.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | – | Mailing
    of communications with opt-in permissions gained through these sites                                                                                                                                                                                                  
| | – | Custom
        Created Features: the design and development of new games, tools and
    interactive features including sweepstakes                                                                                                                                                
| | – | Enhanced
        Metrics: provision of site user activity tracking and reporting including
    page views, visit and visitor data, subject to availability of iV third party
    license agreements for use with Merchandising Sites                                              
| | – | Customer
        Service: contribution of customer service systems that analyze and direct
    site visitor email messages to iVillage and / or identified Hearst resources                                                                                                       
| | – | Design:
    graphic layout and product design services                                                                                                                                                                                                                            
| | – | Ad Serving:
        the provision of ad serving through Doubleclicks DART system and
    other rich media serving suppliers.                                                                                                                                                     
| | – | Marketing
        Support: design and development resources to build advertising creative
    as well as online added value sites and features for sponsors, including
    e-mailings                                                                                             
| | – | Newsletter
    templates for the Merchandising Sites requesting it.                                                                                                                                                                                                               



---



Exhibit
D

HOSTING SERVICES

Hearst agrees that during the term of this Agreement, IV will provide Internet hosting services for each Magazine Site.


IV shall provide Internet hosting services that are equal to, or improve on, the quality of Internet hosting services currently available to the Magazines through the Predecessor Agreement. These services shall include: provision of hardware, software and bandwidth to serve the sites, utilization and support of Hearsts license for Vignettes content management system, provision of data storage capacity and management of each Magazine Sites content and delivery of technical support services.


Hosting services provided by IV to Hearst shall be fully managed services that conform to Network operational standards established by IV. Fully managed means that, in addition to providing all hardware, software, connectivity and bandwidth required to insure that Hearst Content is publicly available to Internet users, IV will provide appropriate monitoring of all systems, and full systems administration support for all Magazine Sites hosted by IV.


IV shall, using industry standard methods, prevent unauthorized access to any production system, Magazine Site, any restricted area of a Magazine Site and any database or other sensitive material generated from or used in conjunction with a Magazine Site, as required by Hearst. As part of this security consideration, IV shall have periodic security audits performed by an independent third party, the frequency of which audits shall be mutually agreed upon.


IV shall insure that the best commercially available service level agreement is in place for hosting services provided to Hearst and the Magazines. In particular, the terms of the IV service level agreement shall be at least as favorable to Hearst as the service level agreement, which is currently in place under the Predecessor Agreement including, without limitation, the terms regarding remedies for interruption of services, and at least as favorable as the terms offered any other partner on the Network.


As part of its hosting services, IV shall make available to the Magazine Sites all core functionality of the Network, whether the Content for the Magazine Sites is produced by IV or a third party. Core functionality of the Network shall include, but not be limited to, all functionality currently available to the Magazines under the Predecessor Agreement, e.g., engineering functionality (i.e. registration, ad management, surveys, polls, quizzes, use of relational database systems, user profiling, personalization techniques for delivery of Content or advertising, and standard user tracking reports made available to Magazines in an online format), and third party functionality (i.e. search, chat, forums, email, listserve, ad serving, and third party auditing).


Additionally, IV shall make available to the Magazine Sites any new functionality at the time it is introduced to the Network; provided, that some production or third party fees may arise for the Magazine Sites if they choose to implement the functionality offered.


---



IV shall provide Magazine Site-specific maintenance and end user support, periodic technical consulting as required by Hearst and technical phone support for any third parties contracted to produce Content for Magazine Sites that will be hosted by IV.


From time to time upon reasonable request by Hearst, IV will provide information detailing the performance of the Hosting Services provided hereunder. IV agrees to provide user tracking reports with respect to the Magazine Sites in such format as determined during the planning stage for the Existing Site re-design (described at Exhibit E) and including such information as Hearst may from time to time reasonably request. IV will receive credit for all traffic, specifically including page views, related to the Magazine Sites and Hearst will use commercially reasonable efforts to cooperate with IV to provide any third party traffic reporting and monitoring company (i.e., Media Metrics, Nielsen, Net Rating, PC Data) with such documentation as may be required to ensure the credit of traffic to IV.


---



Exhibit
  E

PRODUCTION SERVICES FOR THE EXISTING MAGAZINE SITES

IV will provide
    full Production Services for the Magazine Sites. These services shall include,
    but shall not be limited to:


|1. | Overall
      management and direction of the Magazine Sites;                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                         
|2. | Creation
      of editorial features for the site, including original and interactive Content;                                                                                                                                          
|   |                                                                                                                                                                                                                                         
|3. | Software/coding
      support for all features;                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                         
|4. | Conversion
      of Hearst Content to HTML or other formats appropriate for web presentation,
      as designated by Hearst;                                                                                                            
|   |                                                                                                                                                                                                                                         
|5. | All
      site quality control;                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                         
|6. | Rich
      media production support; and                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                         
|7. | All
      production tools, processes, and systems necessary to support production
      personnel, which are part of the Network standard, including template-based
      production systems used to streamline or automate production.
|   |                                                                                                                                                                                                                                         
|8. | It
      is anticipated that the Magazine Sites will have at least the following
      functionality and features, which will be further refined in the production
      planning process:                                              
|   |                                                                                                                                                                                                                                         
|   | –                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                         
|   | –                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                         
|   | –                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                         
|   | –                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                         
|   | –                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                         
|   | –                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                         
|   | –                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                         
|   | –                                                                                                                                                                                                                                       

---



| | – | Design:
        graphic layout and product design services, including large scale site
        re-designs at the outset of the renewal period to reflect reduced iVillage
        branding and incremental redesign efforts as desired by Hearst                                                             
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                              
| | – | Research:
        enhanced research capabilities as compared to the Predecessor Agreement,
        such as delivery of polls and brief surveys querying users interests
        and opinions.                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                              
| | – | Subscription
        optimization: working with Hearst Circulation group to develop and test
        new programs as well as create and change offers in a continuous attempt
        to generate as many subscriptions as possible from the visitors to the
        sites                                   
| |   |                                                                                                                                                                                                                                                                                                              
| | – | Distribution
        on deeper pages of iVillage: IV will continue to keep the Magazine Sites
        integrated into and promoted on the iVillage Network and will embed links
        into deeper pages of the Network than enjoyed under the Predecessor Agreement
        to drive traffic to these sites
| |   |                                                                                                                                                                                                                                                                                                              
| | – | Ad Serving,
        in a manner as reasonably determined by iVillage and as set forth in this
        Agreement: the provision of ad serving through our relationship with DART
        and other rich media serving suppliers                                                                               
| |   |                                                                                                                                                                                                                                                                                                              
| | – | Marketing
        Support: design and development resources to build advertising creative
        as well as online added value sites and features for sponsors                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                              
| | – | Distribution
        to Portals: support of relationships with large portals, both the technical
        and functional processes of providing content in exchange for promotional
        links back to the magazine sites or to CDS subscription pages                                                     
| |   |                                                                                                                                                                                                                                                                                                              
| | – | Distribution
        to other sites, sponsors or partners: support of content sharing with
        other sites with whom Hearst has engaged in distribution, branding or
        syndication arrangements                                                                                                    

Member-Only /
  Pay for Access areas: provision of software, development services and management
  of areas of the sites, reasonably defined by Hearst, to allow for content protection
  and authentication for access


The management of the Hearst Magazine Division and its representatives will be viewed by IV as a customer of IV and as such will provide ongoing input and direction to IV regarding all aspects of the Magazine Sites.


The formats in which Hearst will deliver Content to IV and the methods of transmission or transport, and timing, will be mutually agreed during the production planning process.


In supporting IVs production of Magazine Sites, the editorial staff of the applicable Magazines will:


| | 1. | provide
    all appropriate Content in formats to be mutually agreed;     
| | -- | --------------------------------------------------------------------------
| |    |                                                                           
| | 2. | provide ongoing direction to and liaison with IV; and                     
| |    |                                                                           
| | 3. | be responsible for final approval of their brands on-line representation.

Hearst and IV will work together to optimize the use of available production resources and the capacity of content and features and Hearst Tools that can be developed for the Magazine Sites. Schedules for content update updates will be generated by IV and must be acceptable to Hearst. Primary points of contact and liaison will also be established between IV and the Magazines to facilitate efficient communications between Hearst and IV regarding production of the Magazine Sites.


---



Exhibit
  E-1

STAFFING

|Personnel
      Dedicated to the Magazine Sites      
|-----------------------------------------------------
|                                                     
|1                                                    
|8                                                    
|1                                                    
|1                                                    
|1                                                    
|1                                                    
|1                                                    
|4                                                    
|4                                                    
|                                                     
|Total:
      23 dedicated employees or the equivalent
|                                                     
|                                                     
|Shared
      Personnel with IV                       
|                                                     
|1                                                    
|3                                                    
|3                                                    
|1                                                    
|1                                                    
|                                                     
|Total:9
      shared employees or the equivalent     



---



E-2 REDESIGN AND IMPLEMENTATION SERVICES

IV will collaborate with the Magazines in the development of a strategy to redesign the Existing Sites and upgrade the functionality from the level existing under the Predecessor Agreement. Without limitation, IV agrees to provide the following services with respect to the redesign, re-building and relaunching of the Magazine Sites including (i) development of a Magazine Site strategy to better utilize the real estate of the Existing Sites pages in an attempt to optimize the sites business goals and upgrade their functionality from the level existing under the Predecessor Agreement; (ii) creation of new visual designs for improved usability and presentation of the sites features; (iii) construction of these new web page templates and functional offerings of the sites. Promptly following the Effective Date, the parties will agree to a timetable for such redesign and upgrade, as well as the specific functionalities and features for each Magazine

 Site. IV will create a timeline for each type of production service and more fully detail those enhancements and redesign elements for the Existing Magazine Sites. The update and maintenance schedule will be modified in accordance with the requirements of the redesigned sites.

---



Exhibit F

MAINTENANCE

The following charts detail the maintenance frequency of features under the Predecessor Agreement, and is meant to be indicative of the frequency of updates that will be provided to the Existing Sites hereunder prior to redesign, taking into account that the Production Services and features hereunder may differ following redesign; in that event, maintenance will be provided on a basis no less favorable than that described below.

CosmopolitanSite Maintenance (updated 07/08/04)

|Weekly                                                                                                                                                                                                                                                                                | Monthly                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Biannually                                                                         | As Needed                                                                                                                                                                                                                                                                                                       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                    |                                                                                                                                                                                                                                                                                                                 
|Homepage update 
        (update promos)
        Department page updates
        Community main page update
        Expert Q/A:*
		Amy Levine
        Beauty Q&A
        Cosmo Wants to Know requests (2-4/
            week)
        Cosmo Survey requests 
        (12 per month)** | Color palette update
        Subs module update
        In This Issue update
        Features:
        Horoscopes
        Cosmo Pop Quiz (will change
              to Win It as of Sept. 2004 issue)
        Cosmo Quiz
        CosmoFashion or Guy Candy
        Guy Without His Shirt article and poll,
              plus mag spine contest (started with Jan. 2004 issue)
        2-3 additional features (typically
              a sex feature; beauty or man menu feature)
        Book club update
        Newsletter (2x/month) | Special feature***
      (e.g., Cosmos
            Kama Sutra game; Cosmo ecards) | Tools update
        Passion Polls
        Message boards
        Project mgt. (planning, scheduling, content/
            asset mgt., user email, reporting, meeting)
        Addition of tips: Sex Tips From Guys
            special project
        Update Products & Promotions box
            (marketing)



There may be a new expert as of October 2004.

The total number of surveys built by iVillage can be supplemented by polls/surveys
built by magazine staff

---



Country LivingSite Maintenance (updated 07/08/04)

|Weekly     | • | Update homepage (2 Flash promos every other week)                                          
|---------- | - | -------------------------------------------------------------------------------------------
|           | • | Update department pages and column main pages                                              
|           | • | [2] Expert Q&A
    (Collecting, Gardening, Decorating, Home Building)                      
|           | • | 2-3 features, such as:                                                                     
|           |   | •                                                                                          
|           |   | •                                                                                          
|           |   | •                                                                                          
|           |   | •                                                                                          
|           |   | •                                                                                          
|           |   | •                                                                                          
|          
|Monthly    |   |                                                                                            
|           | • | Update color palette                                                                       
|           | • | On Sale Now page                                                                           
|           | • | Update subscription module                                                                 
|           | • | Update events calendar                                                                     
|           | • | Ad Hoc/last-minute requests* (surveys, features,                                           
|           |   | sweepstakes): 1 per month maximum                                                          
|           | • | (1) poll                                                                                   
|           | • | Update community main page (1x/month or as needed)                                         
|           | • | Experts guest host the message boards                                                      
|           | • | Newsletter (2x/month)                                                                      
|          
|Quarterly  | • | Update Antiques Finder or equivalent tool (75-100 dealers)                                 
|          
|Biannually | • | Special feature** (House of the Year = 1 of 2)                                             
|          
|As Needed  | • | Update Resource Guide***                                                                   
|           | • | Cover survey (magazine hasnt
    requested this recently)                                 
|           | • | Message boards                                                                             
|           | • | Update Country Living forest map                                                           
|           | • | Project mgt. (planning, scheduling, content/asset mgt., user
    email, reporting, meeting)
|          

| | • | Added flash slideshow
    to photo gallery                                                                                   
| | - | -----------------------------------------------------------------------------------------------------------------------------
| | • | Adding additional
        images to general article pages to improve the quality of these features.
    (iVillage initiative)
| | • | Holiday & seasonal
    roundup pages (iVillage initiative)                                                                   

---



Good HousekeepingSite Maintenance (updated 07/08/04)

|Weekly                                                                                                                                                                                                                                    | Monthly                                                                                                                                                                                                                                                                                                                                                                                                                                           | Quarterly                                                   | Biannually                           | As Needed                                                                                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------- | ------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                             |                                      |                                                                                                                                                                                                                                
|Update homepage
      3-5 expert Q&A-Peggy Post 
      -Heloise
      
      -Food editor 
      -Janis Jibrin/Tracy Gensler 
      -Book babes (temporary)
      Janis Jibrin/Tracy Gensler message
            board Q&A
    Newsletter | Update palette
      On Sale Now
      In the Magazine
      Update subs module
      Update 7 department pages (2x/month)
      6-8 features
      Rate This Recipe
      Update archive
      Update community main page (2x/month)
      GH diet and fitness success stories
            from members (community)
      GH Reports on TV (to include video)
      Heloise message board Q&A
      Contests & Sweeps jump pg/homepage
    promo | GH-branded products (on hold)
    Seasonal roundup packages | Special feature* (e.g., Health Feed) | Project mgt. (planning, scheduling, content/asset
          mgt., user email, reporting, meeting)
      ad hoc polls/surveys**
      Message boards (community)
      GH bookstore
      GH quiz central
    TV station updates



---



RedbookSite Maintenance (updated 07/08/04)

|Daily           | Weekly                                                                                                                                                                                                                                                                                                                                             | Monthly                                                                                                                                                                                                                                                                                                                                                                       | Yearly                                                                    | As Needed                                                                                                           
|--------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------
|                |                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                               |                                                                           |                                                                                                                     
|Update homepage | Update department pages
      Update community main page
      Diary of V
      Unzipped: Diary of He
      Lets Talk About Sex
      Magazine article
      Sex poll
      Embarrassing Question of the Week (rotation)
      Ad hoc request from magazine (including
            surveys) 1-3*
      Archive updates (automatic)
    Newsletter | Update top promos on
            homepage (2x/month)
      Refresh content (2x/month)
      Update color palette
      On Sale Now
      Subscription module update
      Free Stuff
      Horoscopes
      Passionate Monogamy: Q&A
            with John Gray (rotation)
      Homepage content refresh**
      Relationship Doctor (rotation)
    Beauty Expert (rotation) | Special feature*** (e.g., Game of Married
    Life, Couples on the Couch) | Message boards****
      Project mgt. (planning, scheduling,
    content/asset mgt., user email, reporting, meeting)



---



House BeautifulSite Maintenance (Updated 07/08/04)

|Weekly                                                                                                                    | Monthly                                                                                                                                                                                                      | Annually                                                                        | As Needed                                                                                                                                                                                                 
|------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                          |                                                                                                                                                                                                              |                                                                                 |                                                                                                                                                                                                           
|Update homepage  rotation of
            featured content
      Update department pages as warranted
    by new features | Update color palette
      In This Issue
      Update subscription module
      3-6 features*
      Update column main pages
      Archive update
      Update community main page (2x/month)
    Newsletter | New Quiz (as warranted by magazine content,
          e.g. Art & Antiques
Quiz) | Surveys**
      Message boards (community)
      Project mgt. (planning, scheduling, content/asset
          mgt., user email, reporting, meeting)
      Adjust left nav bar
    Replace outdated logo art



---



Marie ClaireSite
  Maintenance (updated 07/08/04)

|Monthly                                                                                                                                                                                                                                                                                                                                                                                                                          | Biannually                                                                                                          | As Needed                                                                      
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                     |                                                                                
|Update homepage
      Update department main pages and column
            main pages
      Update subscription module
      Update logo/palette across entire site
      2 magazine excerpts from current issue
            (fashion or beauty, world issues, new looks)
      In This Issue
      Free for You jump page
      Newsletter
      1 main feature (choice of content)
    1 poll max. (to be built in Opinionware) | Update department pages to promote
            New Looks feature 2x/year
    Petition to Congress (not in contract) | Project mgt. (planning, scheduling, content/asset
    mgt., reporting, meeting)



---



Town & CountrySite Maintenance (Updated 07/08/04)

|Monthly                                                                                                                                                                                                                                                                                        | Quarterly                                                                                            | Annually          | As Needed                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------- | ----------------- | ---------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                               |                                                                                                      |                   |                                                                                                                      
|Update homepage
      Update department main pages and column
            main pages
      Update logo/palette across entire site
      3 magazine excerpts from current issue
      Update subscription module
      In This Issue; past issue archive
      Update Horoscopes
    Newsletter | New Town & Country Guide (or additional
            lengthy feature)*
    Update community main page | Astrology Guide** | Project mgt. (planning, scheduling,
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    Message board



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Exhibit G

TRADEMARKS

|I.  | IV
    Marks:    
|--- | -----------------
|    |                  
|    |                  
|II. | Hearst
    Marks:
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  

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Exhibit H



|                                                                                |  |   |                |  |  |                              |   |   |              |  |   |                | 
|------------------------------------------------------------------------------- |  | - | -------------- |  |  | ---------------------------- | - | - | ------------ |  | - | -------------- | 
|Paid Subscription iVil Commission Table                                         |  |   |                |  |  |                              |  
|Level of Paid Subscription                                                      |  |   |                |  |  |                              |   |   |              | 
|Revenue Generated per Contract Year                                             |  |   | Incremental    |  |  | Dollars of Remit to iVil     |  
|From                                                                            |  |   | To             |  |  | Remit                        |   |   | From         |  |   | To             | 
|$                      -                                                        |  | $ | 2,225,000      |  |  | 30                           | % | $ |             |  | $ | 667,500.00     | 
|2,225,001                                                                       |  |   | 3,500,000      |  |  | 45                           | % |   | 667,500.45   |  |   | 1,241,250.00   | 
|3,500,001                                                                       |  |   | 5,000,000      |  |  | 50                           | % |   | 1,241,250.50 |  |   | 1,991,250.00   | 
|> $5,000,001                                                                    |  |   | Level Achieved |  |  | 55                           | % |   | 1,991,250.55 |  |   | Level Achieved | 
|                                                                                |  |   |                |  |  |                              |   |   |              |  |   |                | 
|The above table works as follows:                                               |  |   |                |  |  |                              |  
|The first $2,225,000 in Paid Subscription Revenue will receive a 30% remit, the | 
|next $1,175,000 in Paid Subscription Revenue will receive a remit of 45% and    | 
|the next $1,500,000 in Paid Subscription Revenue will receive a remit of 50%    | 
|and the Paid Subscription Revenue generated above $ 5,000,000 will receive      | 
|a remit of 55%.                                                                 |  |   |                |  |  |                              |   |   |              |  |   |                | 
|                                                                                |  |   |                |  |  |                              |   |   |              |  |   |                | 
|                                                                                |  |   |                |  |  |                              |   |   |              |  |   |                | 
|Advertising Royalty Guarantee to Hearst Table                                   |  |   |                | 
|Level of Total Paid Subscription                                                |  |   |                |  |  |                              |   |   |              | 
|Revenue Generated per Contract Year                                             |  |   |                |  |  | Prorata Ad Royalty Guarantee |  
|From                                                                            |  |   | To             |  |  |                              |   |   | From         |  |   | To             | 
|$                      -                                                        |  | $ | 2,225,000      |  |  |                              |   | $ | 650,000.00   |  |   | 650,000.00     | 
|2,225,001                                                                       |  |   | 3,500,000      |  |  |                              |   |   | 649,999.84   |  | $ | 450,000.00     | 
|>$3,500,001                                                                     |  |   |                |  |  |                              |   |   | None         |  |   |                | 
|                                                                                |  |   |                |  |  |                              |   |   |              |  |   |                | 
|Advertising Revenue Royalty Percent Payable to Hearst Table                     |  |   |                | 
|Level of Paid Subscription                                                      |  |   | Royalty        |  |  |                              |   |   |              | 
|Revenue Generated per Contract Year                                             |  |   | Paid on        |  |  |                              |   |   |              | 
|From                                                                            |  |   | To             |  |  | Ad Revenue                   |   |   |              |  |   |                | 
|$                      -                                                        |  | $ | 2,225,000      |  |  | 20                           | % |   |              |  |   |                | 
|2,225,001                                                                       |  |   | 3,500,000      |  |  | 15                           | % |   |              |  |   |                | 
|3,500,001                                                                       |  |   | 5,000,000      |  |  | 10                           | % |   |              |  |   |                | 
|> $5,000,001                                                                    |  |   | Level Achieved |  |  | 0                            | % |   |              |  |   |                | 
|                                                                                |  |   |                |  |  |                              |   |   |              |  |   |                | 
|                                                                                |  |   |                |  |  |                              |   |   |              |  |   |                | 

For the avoidance of doubt, IVs Commission is
subject to increase only on the basis of increases in Paid Subscription Revenue, as
opposed to Total Paid Subscription Revenue, however, the advertising Royalty Guarantee
(but not the advertising Royalty) is subject to pro rata reduction on the basis of Total Paid
Subscription Revenue.

By way of example,
in the event that Paid Subscription Revenue in a Contract Year is $2,000,000
and Total Paid Subscription Revenue in that Contract Year is $2,500,000, then
IV would be entitled to a Commission in the amount of thirty percent (30%) of
$2,000,000. However, the Advertising Royalty Guarantee payable will be adjusted
as follows: in this example, divide $275,000, representing the increment of Total
Paid Subscription Revenue over the threshold of $2,225,000 by $1,275,000 representing
the total amount of Total Paid Subscription Revenue achievable in the increment
category and the result yields the basis for the Advertising Royalty Guarantee
reduction percentage, in this example, 21.57%. Multiply that percentage by the
difference between the maximum advertising Royalty Guarantee of $650,000 and
the minimum advertising Royalty Guarantee for the applicable revenue range of
$450,000 (that is $200,000) and the result yields the amount of the reduction,
in this case $43,140, and subtract that amount from the maximum advertising Royalty
Guarantee of $650,000. Thus under this example, the Advertising Royalty Guarantee
would be $606,860 and, the advertising Royalty remains at twenty percent (20%)
of Net Advertising Revenues.

As another example, if Paid Subscription Revenue is $3,000,000 and Total Paid Subscription Revenue is $3,700,000, then IV would be entitled to a Commission in the amount of 30% of $2,225,000, plus 45% of the difference between $3,000,000 and $2,225,000 (being $775,000) for a total Commission of $1,016,250. The advertising Royalty Guarantee based on Total Paid Subscription Revenue of $3,700,000 is zero, and the advertising Royalty rate is 15% of Net Advertising Revenues.

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