CONFIDENTIAL  -  SETTLEMENT  AGREEMENT

September  18,  2000

Steve  Elkes
Chief  Operating  Officer
ivillage  Inc.,
170  Fifth  Avenue
New  York,  NY  10010

Re:     Termination  of  iVillage Content License and Co-development Agreement &
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iVillage  Online  Merchant  Agreement
 ------------------------------------

Dear  Mr.  Elkes:

     This  Letter  Agreement  effective  as  of  September  18,  2000  serves to
terminate  both  the  November  11th,  1999  Content  License and Co-development
Agreement  & the October 15th, 1999 Online Merchant Agreement (collectively, the
"Agreements")  between  ivillage  Inc.,  and  Garden.com,  Inc.  effective as of
September  18th,  2000 ("Termination Agreement"), subject to the following terms
and  conditions:

     1.     Upon execution of this Letter Agreement, Garden.com agrees to pay to
ivillage  the  aggregate  sum of [*] as payment in full of all amounts due under
the  Agreements  (the  "Termination   Payment"). The Termination Payment will be
paid  to  ivillage as follows; [*] on or before September 30th, 2000; and [*] on
or  before  each  of  October 30, 2000, November 30, 2000 and December 30, 2000.

     2.     Other  than  as  expressly  set  forth  in  paragraph  1, no further
payments  will be made by either party pursuant to the Agreements and no further
payment  obligation  exists  under  this  Letter  Agreement.

     3.     Each  party  hereby  releases and forever discharges the other party
and  such  party's  officers,  directors,  stockholders,  employees,  agents and
affiliates  from  any  and all causes of action, claims, liabilities and demands
that  such  party,  its  affiliates,  subsidiaries, officers, directors, agents,
employees or legal representatives may now have or that may subsequently accrue,
whether  known  or  unknown,  that  relate  to or arise from the Agreements, the
parties  respective  performance  thereunder  and  the termination thereof.  The
above  release  does  not  apply  to any claims that may arise that are directly
related  to  this  Letter  Agreement or the obligations of the parties set forth
herein.

__________________
* Certain  confidential  information  on  this  page  has been omitted and filed
separately  with  the  Securities  and  Exchange  Commission.


<PAGE>
     4.     Neither  party  will  disclose  the  existence  or any terms of this
Letter  Agreement  to  anyone  other  than its attorneys, accountants, and other
professional  advisors,  except: (i) in connection with a contemplated change of
control  of such party or sale of such party's business (provided that any third
party  to  whom  the  terms  of  this  Agreement  are  to  be  disclosed signs a
confidentiality agreement agreeing to be bound by the terms hereof); (ii) as may
be  required  by  law;  or  (iii)  other  than  as  required  or appropriate for
securities  laws  disclosure.

     5.     Each  person executing this Letter Agreement warrants and represents
that he has the authority to bind the party on whose behalf his or her signature
appears.  The  parties to this Letter Agreement acknowledge that they have read,
and that they fully understand the terms of this Letter Agreement, and that they
each  have  been  advised  of  the  legal effect and consequences of this Letter
Agreement  by  their  respective  legal  counsel.

     6.     This  Letter Agreement may be executed in counterparts, all of which
together  shall constitute one document.  This Letter Agreement has been jointly
drafted  by  the parties and, as such, should not be construed or interpreted as
if  drafted  by  one  party  or  the  other.

     7.     This Letter Agreement expressly supersedes all previous discussions,
negotiations,  understandings, or agreements, written or otherwise, and shall be
binding upon the parties' heirs, successors, and assigns.  This Letter Agreement
fully, completely, and exclusively sets forth the agreement of the parties as to
the  subject  matter hereof and may only be amended in a writing executed by all
parties.  This  Letter  Agreement  shall be governed by the laws of the State of
Texas.  If  any  provision  is  subsequently found to be invalid, that provision
shall  be  stricken  from  the  Letter Agreement and the surviving portion shall
remain  in  full  force  and  effect.

     8.     In  the  event  of  any  dispute between the parties arising from or
concerning  in  any  manner  the  subject  matter  of this Letter Agreement, the
parties  shall  refer the dispute(s) to the American Arbitration Association for
resolution  through  binding  arbitration by a single arbitrator pursuant to the
American  Arbitration  Association's  rules  applicable  to commercial disputes.


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<PAGE>
     The  arbitration  shall  be  held in Travis County, Texas, and the decision
reached  by  such  arbitrator  shall  be  entered  as a judgment in any court of
competent  jurisdiction.  The  prevailing  party  in  such  arbitration shall be
entitled  to  an  award  of  reasonable  attorney's  fees.


AGREED  AND  ACCEPTED:




GARDEN.COM,  INC.                           IVILLAGE,  INC.

By:                                         By:
   --------------------------------            ---------------------------------

Name:                                       Name:
     ------------------------------              -------------------------------

Title:                                      Title:
      -----------------------------               ------------------------------

Date:                                       Date:
     ------------------------------              -------------------------------


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