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                              SECOND AMENDMENT TO
                             SPONSORSHIP AGREEMENT


         THIS SECOND AMENDMENT with an Effective Date of September 27, 2000 (the
"Effective Date") by and between iVillage Inc., located at 500-512 Seventh
Avenue, New York, New York 10018 ("iVillage") and PlanetRx.com, Inc. located at
349 Oyster Point Boulevard, Suite 201, San Francisco, California 94080
("PlanetRx") hereby amends and restates the Sponsorship Agreement entered into
on September 3, 1999 (the "Original Agreement") and the First Amendment entered
into on June 19, 2000 (the "First Amendment").

         WHEREAS, the parties to the Original Agreement desire to amend the
Original Agreement in a manner as provided for herein.

         NOW THEREFORE, in consideration of the services delivered by iVillage,
PlanetRx agrees to pay the total fee of nine hundred seventy nine thousand sixty
two dollars and fifty cents ($979,062.50) by wire transfer. Three hundred and
ninety thousand one six hundred and twenty five dollars ($391,625.00) of the
total fee represents payment for services rendered by iVillage through
September, 2000. The balance represents payment for services to be delivered
through December 31, 2000. Five hundred thousand dollars ($500,000) is payable
immediately upon execution but, no later than September 29, 2000. Four hundred
seventy nine thousand sixty dollars and fifty cents ($479,062.50) is payable on
October 3, 2000.

         1.       Section 7 of the Original Agreement Term and Termination shall
                  be amended as follows:

                  This Original Agreement, the First and Second Amendment shall
                  terminate on December 31, 2000 ("Early Termination Date").

         2.       Section 6 of the First Amendment "Payment" shall be deleted
                  and replaced with the payment provisions provided for above.

         3.       Section 5 of the First Amendment shall be deleted in its
                  entirety such that no exclusivity shall be in effect from the
                  Effective Date of this Second Amendment through the Early
                  Termination Date.

         4.       Section 2 of the First Amendment Exhibit A to "Revised Online
                  Carriage Plan" shall be deleted in its entirely.

         5.       Section 3 of the First Amendment shall be amended to reflect
                  the following: iVillage agrees to deliver 18,625,000 run of
                  network Impressions (creative to be mutually agreed upon) in
                  each of the months of October, November, and December, 2000.

         6.       Section 4 of the First Amendment shall be deleted in its
                  entirety.

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         7.       Except as expressly modified in the Second Amendment all terms
                  and conditions of the Original Agreement shall remain
                  unchanged and in full force and effect.

         8.       Other than as expressly stated herein, there are no further
                  obligations for either party under the Original Agreement, as
                  amended.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby
have each executed and delivered this Amendment as of the date first written
above.



PlanetRx.com                                 iVillage Inc.

By: /s/ Michael Beindorff                    By: /s/ Steve Elkes
    -------------------------------              -------------------------------
                                                     Steve Elkes

Name:   Michael Beindorff                    Title: Executive Vice President,
      -----------------------------                 Operations and Business
                                                    Affairs

Title:  Chairman and CEO
       ----------------------------

Date:   September 28, 2000                   Date:  September 27, 2000
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