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                                                                   Exhibit 10.27

                                                                  Execution Copy


                    THIRD AMENDMENT TO MARKETING AGREEMENT
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    This Third Amendment to Marketing Agreement (this "Amendment"), dated as of
November 1, 2000, is made and entered into by and between America Online, Inc.
("AOL"), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia
20166, and eMachines, Inc. ("eMachines"), a Delaware corporation, with offices
at 14350 Myford Drive, Suite 100, Irvine, California 92606. AOL and eMachines
may be referred to individually as a "Party" and collectively as "Parties."

                                 INTRODUCTION
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    WHEREAS, AOL and eMachines have entered into that certain Marketing
Agreement, dated June 17, 1999, as amended by First Amendment to Marketing
Agreement dated as of May 25, 2000 and Second Amendment to Marketing Agreement
dated as of October 5, 2000 (including all exhibits thereto, the "Original
Agreement"); and

    WHEREAS, the Parties desire to amend the terms of the Original Agreement to
ensure the payment terms cover circumstances where a Qualified First Tier
Registered Program Member or a Qualified Second Tier Registered Program Member
obtains "free included" or "pre-paid" months of AOL Classic Service from any
source that is in addition to the 3 Month Included Free Period obtained through
the Three-Month Included Promo Offer set forth in Exhibit E of the Original
Agreement.

    NOW, THEREFORE, in consideration of the terms and conditions set forth in
this Amendment and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, AOL and eMachines hereby agree to
amend the Original Agreement in accordance with the following terms and
conditions:

                                     TERMS
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1.  Section 4.1.  Section 4.1 of Exhibit E to the Original Agreement is hereby
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amended by being replaced in its entirety with the following language:

    "4.1  Qualified First Tier Registered Program Members.  For each person or
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          entity who is a Qualified First Tier Registered Program Member, AOL
          shall pay eMachines a promotional bounty of thirty-five dollars
          ($35.00), within thirty (30) days from the end of the month in which
          such qualification takes place.  A "Qualified First Tier Registered
          Program Member" shall be any person or entity who is among the first
          seventy-five thousand (75,000) to register for the AOL Classic Service
          through a unique promo code identifier specific to eMachines and
          associated with the Three-Month Included Promo Offer (whether through
          Bundled Products, Three-Month Included Packaged Bundled Products, the
          MS OOBE or the Promo Icon), including such promo codes assigned to the
          Target Retailers under Section 2.8, during the Offer Term (subject to
          the last sentence of Section 5), and who pays the then-standard fees
          required for membership to such service through at least two (2)
          consecutive billing cycles after the initial three (3) months of the
          AOL Classic Service included for free upon registration has been
          completed (the "3 Month Included Free Period"). Notwithstanding the
          above, if a Qualified First Tier Registered Program Member obtains
          additional

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          months of AOL Classic Service at no cost to such member beyond the 3
          Month Included Free Period provided under this Three Month Included
          Promo Offer (the "Additional Free Months"), then such member shall
          qualify as and be considered a Qualified First Tier Registered Program
          Member if that member remains in "good-standing" through two (2)
          consecutive billing cycles after the 3 Month Included Free Period and
          AOL shall pay the bounty as set forth in the first sentence of this
          Section 4.1. A member shall be deemed to be in "good-standing" so long
          as the entire two (2) consecutive billing cycle period necessary to
          trigger the promotional bounty payment in this Section 4.1 has been
          paid for through (i) Additional Free Months, (ii) a member paying the
          then-standard fees required for membership to the AOL Classic Service,
          or (iii) some combination of Additional Free Months and member
          payments. Upon the qualification of the seventy-five thousandth
          (75,000/th/) Qualified First Tier Registered Program Member, the
          promotional bounty payment set forth in this Section 4.1 shall no
          longer apply, and all future promotional bounty payments for
          additional registrants under this Three-Month Included Promo Offer
          shall be paid in accordance with Section 4.2 below."

2.  Section 4.3.  Exhibit E to the Original Agreement is hereby amended by
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adding the following Section 4.3:

    "4.3  Qualified Second Tier Registered Program Members Obtaining Additional
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          Free Months.
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          a.  Notwithstanding Section 4.2 above, in the event that a Qualified
              Second Tier Registered Program Member obtains Additional Free
              Months, then such member shall qualify as and be considered a
              Qualified Second Tier Registered Program Member and eMachines
              shall be paid the promotional bounty set forth in Section 4.2(a)
              if that member remains in good-standing for one (1) billing cycle
              after the 3 Month Included Free Period. A member shall be deemed
              to be in "good-standing" so long as the one (1) billing cycle
              period necessary to trigger the promotional bounty payment in
              Section 4.2(a) has been paid for through (i) Additional Free
              Months, (ii) a member paying the then-standard fees required for
              membership to the AOL Classic Service, or (iii) some combination
              of Additional Free Months and member payments.

          b.  Notwithstanding Section 4.2 above, in the event that a Qualified
              Second Tier Registered Program Member obtains Additional Free
              Months, then such member shall qualify as and be considered a
              Qualified Second Tier Registered Program Member and eMachines
              shall be paid the promotional bounty set forth in Section 4.2(b)
              if that member remains in good-standing for three (3) consecutive
              billing cycles after the 3 Month Included Free Period. A member
              shall be deemed to be in "good-standing" so long as the entire
              three (3) consecutive billing cycle period necessary to trigger
              the promotional bounty payment in Section 4.2(b) has been paid for
              through (i) Additional Free Months, (ii) a member paying the then-
              standard fees required for membership to the AOL Classic Service,
              or (iii) some combination of Additional Free Months and member
              payments.

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          c.  Notwithstanding Section 4.2 above, in the event that a Qualified
              Second Tier Registered Program Member obtains Additional Free
              Months, then such member shall qualify as and be considered a
              Qualified Second Tier Registered Program Member and eMachines
              shall be paid the promotional bounty set forth in Section 4.2(c)
              if that member remains in good-standing for nine (9) consecutive
              billing cycles after the 3 Month Included Free Period. A member
              shall be deemed to be in "good-standing" so long as the entire
              nine (9) consecutive billing cycle period necessary to trigger the
              promotional bounty payment in Section 4.2(c) has been paid for
              through (i) Additional Free Months, (ii) a member paying the then-
              standard fees required for membership to the AOL Classic Service,
              or (iii) some combination of Additional Free Months and member
              payments."

3.  Definitions.  Capitalized terms used but not defined herein shall have the
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meanings given thereto in the Original Agreement.

4.  Original Agreement.  Except as specifically amended and supplemented hereby,
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the Original Agreement remains in full force and effect.

5.  Counterparts. This Amendment may be executed in counterparts, each of which
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will be deemed an original and all of which together will constitute one and the
same document.

    IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of
the date first above written.

AMERICA ONLINE, INC.                    eMACHINES, INC.


By: /s/ Eric L. Keller                  By: /s/ John Dickinson
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Print Name: Eric L. Keller              Print Name: John Dickinson
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Title: SVP, Business Affairs            Title: SVP
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