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                                                                    EXHIBIT 10.2



                                  CONFIDENTIAL
                             WEB POINTING AGREEMENT

         This Web Pointing Agreement (this "Agreement"), effective as of January
1, 2002 (the "Effective Date"), is made and entered into by and between America
Online, Inc. ("AOL"), a Delaware corporation, with its principal offices at
22000 AOL Way, Dulles, Virginia 20166, and iVillage, Inc. ("Interactive Content
Provider" or "ICP"), a Delaware corporation, with its principal offices at 512
Seventh Avenue, New York, NY 10018 (each a "Party" and collectively the
"Parties"). Defined terms used but not defined in the body of the Agreement or
in the Standard Terms shall be as defined on Exhibit A attached hereto.

1.       DISTRIBUTION; PROGRAMMING

         1.1      Link. Provided that ICP complies with all terms of this
                  Agreement, AOL may provide a link to ICP's Internet site at
                  http://www.iVillage.com (collectively, the "Linked Site") from
                  one or more locations within the AOL Network. ICP shall ensure
                  that the Linked Site complies with the Standard Terms
                  described in Section 3 and with the Operating Standards set
                  forth on Exhibit B attached hereto. The Linked Site shall
                  contain no advertisements, links or pointers for any other
                  Interactive Service.

         1.2      License. ICP hereby grants AOL a worldwide license to use,
                  market, license, store, distribute, display, communicate,
                  perform, transmit and promote the Linked Site and the Licensed
                  Content (or any portion thereof) through such areas or
                  features of the AOL Network as AOL deems appropriate.

         1.3      Content; Registration. ICP shall use reasonable efforts to
                  provide meaningful amounts of Content to AOL Members prior to
                  requiring AOL Members to go through a registration process (or
                  any similar process). In any event, AOL Members shall not be
                  required to go through a registration process (or any similar
                  process) in order to access and use the Linked Site or the
                  Licensed Content which is in any way more burdensome than the
                  process that non-AOL Members must go through in order to
                  access and use the Linked Site or the Licensed Content.

2.       TERM AND TERMINATION.

         2.1.     Term. The initial term of this Agreement shall be nine (9)
                  months from the Effective Date, provided that AOL may
                  terminate this Agreement for any reason by providing thirty
                  (30) days prior written notice to ICP. ICP may terminate this
                  Agreement at any time for any reason by providing thirty (30)
                  days prior written notice to AOL; provided that AOL's rights
                  hereunder shall continue for sixty (60) days after receipt of
                  ICP's written notice of termination so that AOL can remove
                  from the AOL Network any links to the Linked Site AOL has
                  created and any Licensed Content AOL has displayed. Without
                  limiting the foregoing, AOL shall make commercially reasonable
                  efforts to remove from the AOL Network, within thirty (30)
                  days after receipt of ICP's written notice of termination, any
                  links to the Linked Site AOL has created and any Licensed
                  Content AOL has displayed. This Agreement may be extended by
                  mutual written agreement of the Parties.


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         2.2      Termination for Breach. Either Party may terminate this
                  Agreement at any time in the event of a material breach by the
                  other Party which remains uncured after thirty (30) days
                  written notice thereof.

         2.3      Termination for Bankruptcy/Insolvency. Either Party may
                  terminate this Agreement immediately following written notice
                  to the other Party if the other Party (i) ceases to do
                  business in the normal course, (ii) becomes or is declared
                  insolvent or bankrupt, (iii) is the subject of any proceeding
                  related to its liquidation or insolvency (whether voluntary or
                  involuntary) which is not dismissed within ninety (90)
                  calendar days or (iv) makes an assignment for the benefit of
                  creditors.

3.       Standard Terms and Conditions. This Agreement incorporates by reference
         AOL's standard terms and conditions (the "Standard Terms"), including
         terms related to content, limitations of liability, disclaimers,
         indemnifications, use of AOL Member information and miscellaneous legal
         terms. The Standard Terms appear at keyword "Standard Web Pointing
         Terms3" on the U.S.-based America Online brand service and at
         http://mediaspace.aol.com/webpoint3.html. A hard copy of the Standard
         Terms will be provided to ICP upon request. ICP acknowledges that it
         has been provided an opportunity to review the Standard Terms and
         agrees to be bound by them. The Standard Terms incorporated by
         reference and the Technical Operating Standards set forth on Exhibit B
         attached hereto are hereby made a part of this Agreement.

4.       Second Addendum. Nothing in this Agreement shall modify or invalidate
         that certain Second Addendum to the Interactive Services Agreement
         between the Parties effective as of February 20, 2000.

5.       Cash Payment. ICP shall pay AOL one hundred eighty four thousand
         dollars ($184,000) on or before June 15, 2002.


         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
(including the Standard Terms incorporated by reference and the Technical
Operating Standards set forth on Exhibit B) as of the Effective Date.



AMERICA ONLINE, INC.                      IVILLAGE, INC.


By:  /s/ Stephen E. Rinder                By: /s/ Steven A. Elkes
     -----------------------------            --------------------------------

Print Name:  Stephen E. Rinder            Print Name: Steven A. Elkes
             ---------------------                   -------------------------

Title:  Senior Vice President,            Title: Executive Vice President,
        Business Affairs and                     Operations and Business
        Development                              Affairs
        --------------------------               -----------------------------

Date:  6/18/02                            Date:  6/18/02
       ---------------------------               -----------------------------



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