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                                                                     EXHIBIT 4.2

                         FORM OF SUBSCRIPTION AGREEMENT

                                  iVILLAGE INC.

                   SUBSCRIPTION AGREEMENT FOR RIGHTS OFFERING

                 FOR HOLDERS OF RECORD OF WOMEN.COM COMMON STOCK

                              ON FEBRUARY 27, 2001

                          -----------------------------
                          SUBSCRIPTION AGREEMENT NUMBER

-----------------------     -----------------------     -----------------------
RIGHTS                           RIGHTS SHARES               WARRANT SHARES

         iVillage Inc. ("iVillage") is conducting a rights offering (the "Rights
Offering") which entitles the holders of shares of common stock of Women.com
Networks, Inc. ("Women.com"), as of the close of business on February 27, 2001
(the "Record Date"), to receive one non-transferable right (each, a "Right") for
each share of Women.com common stock held of record on the Record Date. Holders
of Rights are entitled to subscribe for and purchase (a) 0.____ of a share of
iVillage common stock (collectively, the "Rights Shares") and (b) a warrant to
purchase 0.____ of a share of iVillage common stock (collectively, the "Warrant
Shares" and, together with the Rights Shares, the "Rights Securities"), in the
form attached hereto as Exhibit B. The subscription price is $0.____ per Right.
No fractional shares or cash in lieu thereof will be issued or paid. Hearst
Communications, Inc., the holder of approximately 46% of the outstanding shares
of Women.com's common stock, has agreed to purchase 9,324,000 shares of
iVillage's common stock and a warrant to purchase up to 2,100,000 shares of
iVillage common stock for an aggregate purchase price of $20 million, except
that the number of shares and warrants, and the associated purchase price, will
be reduced by the number of Rights Shares and Warrant Shares, if any, purchased
in the Rights Offering. We have set forth above the number of Rights issued to
you, the maximum number of whole Rights Shares that you may purchase if you
exercise all of your Rights and the maximum number of whole Warrant Shares that
you may purchase if you exercise all of your Rights.

         For a more complete description of the terms and conditions of the
Rights Offering, please refer to the iVillage/Women.com joint proxy
statement/prospectus dated ___________, 2001 (the "Prospectus"), which is
incorporated herein by reference. Copies of the Prospectus are available upon
request from Continental Stock Transfer and Trust Company (toll free (888)
509-5587).

         This Subscription Agreement (or a Notice of Guaranteed Delivery) must
be received by Continental Stock Transfer and Trust Company together with
payment in full of the subscription price by 5:00 p.m., New York City time, on
March 29, 2001, the date of the Women.com special stockholder meeting (unless
extended in the sole discretion of iVillage) (as it may be extended, the
"Expiration Date"). Any Rights not exercised prior to the Expiration Date will
be null and void. Any subscription for Rights Securities in the Rights Offering
made hereby is irrevocable.

         The Rights represented by this Subscription Agreement may be exercised
by duly completing the Exercise Form attached hereto as Exhibit A. Rights
holders are advised to review the Prospectus and instructions, copies of which
are available from Continental Stock Transfer and Trust Company, before
exercising their Rights.

         The registered owner whose name is inscribed hereon is entitled to
subscribe for Rights Securities upon the terms and subject to the conditions set
forth in the Prospectus, this Subscription Agreement and the related documents.

         Rights holders should be aware that the Rights Offering is conditioned
on the closing of the proposed merger of Women.com into a wholly-owned
subsidiary of iVillage. If the merger does not close for any reason, the Rights
Offering will be canceled and all subscription payments will be returned,
without interest. Neither the

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iVillage board of directors nor the Women.com board of directors makes any
recommendation to you about whether you should exercise any Rights.

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                                    EXHIBIT A

                                  EXERCISE FORM

EXERCISE AND SUBSCRIPTION:

         The undersigned hereby irrevocably exercises one or more Rights to
subscribe for Rights Securities as indicated below, on the terms and subject to
the conditions specified in the Subscription Agreement and the Prospectus,
receipt of which is hereby acknowledged.

(a)      Number of Rights subscribed for:
                                          --------------------

(b)      Subscription Price*: $               (Calculated  by multiplying  the
number of Rights  subscribed for in (a) above by $0.____ and rounding up to the
 nearest whole cent).

* If the aggregate Subscription Price enclosed or transmitted is insufficient to
purchase the total number of Rights indicated as exercised in line (a) above or
if the number of Rights being exercised is not specified, the Rights holder
exercising this Subscription Agreement shall be deemed to have exercised the
maximum number of Rights that could be exercised upon payment of such amount. To
the extent any portion of the aggregate Subscription Price enclosed or
transmitted remains after the foregoing procedures, such funds shall be mailed
to the subscriber without interest or deduction as soon as practicable.

METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX(ES)):

         |_|      Check,  bank draft,  or U.S.  postal money order payable to
                  "Continental  Stock Transfer and Trust Company, as
                  Subscription Agent" or

         |_|      Wire transfer directed to:

         |_|      Check here if Rights are being exercised pursuant to the
                  Notice of Guaranteed Delivery delivered to the Subscription
                  Agent prior to the date hereof and complete the following:

         Name(s) of Registered Holder(s) ___________________________________
         Window Ticket Number (if any) ___________________________________
         Date of Execution of Notice of Guaranteed Delivery ___________________
         Name of Institution Which Guaranteed Delivery ______________________


DELIVERY  INSTRUCTIONS:  Address for mailing Rights Securities in accordance
with the Prospectus,  if different from the address shown on the face of this
Subscription Agreement:

Name: ______________________________________________________________

Address: ______________________________________________________________



Subscriber's Signature __________________   Telephone No.  (___)________________


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