Exhibit 10.35 STOCK
PURCHASE AGREEMENT This
Stock Purchase Agreement (this Agreement), dated as of January
7, 2005, is by and between Steven Haimowitz (the Purchaser) and
Le@P Technology, Inc. (the Seller). WHEREAS,
the Seller, the Purchaser, Healthology, Inc. (the Company),
iVillage Inc. (Parent or the Issuer)
and other parties are contemporaneously entering into that certain Stock Exchange and
Merger Agreement dated as of date hereof (the Merger Agreement). WHEREAS,
the Merger Agreement contemplates a Stock Exchange prior to the Merger described therein
pursuant to which the Purchaser (among others) will sell to Parent certain shares of
Common Stock of the Company then held by the Purchaser (including a pro rata portion of
the Shares being acquired by the Purchaser from the Seller pursuant to this Agreement) in
exchange for shares of common stock of the Issuer. WHEREAS,
following the Stock Exchange, the Merger will occur pursuant to which the Purchaser
(among others) will exchange the remaining shares of Common Stock of the Company then
held by the Purchaser (including the remaining Shares being acquired by the Purchaser
pursuant to this Agreement) for cash. WHEREAS,
the Seller desires to sell to the Purchaser, and the Purchaser agrees to purchase from
the Seller, immediately prior to the Stock Exchange, the 800,000 shares of Common Stock
of the Company currently held by the Seller, all in accordance with the terms and
conditions set forth herein (the Transaction). NOW,
THEREFORE, in consideration of the mutual premises, representations, warranties,
covenants and conditions as set forth in this Agreement, the parties to this Agreement,
intending to be legally bound, mutually agree as follows: 1. Sale and Purchase
of Purchased Shares. 1.1Sale and Purchase of Purchased Shares. The Seller hereby sells, transfers, assigns
and delivers to the Purchaser and the Purchaser hereby purchases from the Seller, in
accordance with the terms and conditions set forth herein and in reliance on the
representations and warranties set forth herein and on Exhibit B hereto, an
aggregate of 800,000 shares of the Common Stock of the Company held by the Seller and
represented by stock certificate number C-42 (the Shares), receipt of which is hereby acknowledged, in
consideration for the delivery to the Seller of the combination of Parent Common Stock and
cash delivered by the Issuer to the Purchaser in respect of the Shares in the Stock
Exchange and the Merger as set forth on Exhibit A hereto (the Purchase
Price). 1.2Defined Terms. Capitalized terms used herein shall have the meaning ascribed
to them in the Merger Agreement unless otherwise defined herein. 1.3 Deliveries. (a)
The Seller is delivering herewith to the Purchaser: (i) a stock certificate
evidencing the Shares, free and clear of all liens and encumbrances, except for liens,
encumbrances, and restrictions arising by reason of the federal securities laws, and
applicable state blue sky and comparable securities laws, accompanied by a
stock power duly endorsed in blank; (ii) an executed investor representation statement
for the benefit of the Purchaser and Parent in the form attached hereto as Exhibit B; and
(iii) upon receipt of the Purchase Price as set forth in Section 1.3(b) below, an
executed receipt against the Purchase Price in the form attached hereto as Exhibit C. 53   (b)
      In payment for the Shares,  the  Purchaser  will  promptly  deliver,  or cause to
be  delivered,  to the Seller the Purchase Price as follows: (i) the cash portion on the
Purchase Price by wire transfer to the following bank account:


BankAtlanticABA
#267083763For further credit to: Le@P Technology, Inc.Money Market Account#0055347908;and (ii) the stock certificate
evidencing the Parent Common Stock portion of the Purchase Price (the
Stock), registered in the Purchasers name, free and
clear of all liens and encumbrances, except for liens, encumbrances, and restrictions
arising by reason of the federal securities laws, and applicable state blue
sky and comparable securities laws, together with a stock power, duly endorsed in
blank.


2. Representations
and Warranties of the Seller.


The
Seller hereby represents and warrants to the Purchaser as set forth on Exhibit B
(which representations and warranties are incorporated by reference as if set forth
herein) and as follows:


2.1 Organization. It has full right, power and authority to enter into, perform and consummate
the transactions contemplated by this Agreement. This Agreement has been duly executed and
delivered by it and is a legal, valid and binding obligation of it, enforceable against it
in accordance with its terms except that such enforceability may be limited by bankruptcy,
insolvency, moratorium or similar laws affecting or relating to creditors rights
generally, and is subject to general principles of equity. It is a corporation duly
organized, validly existing and in good standing under the laws of its jurisdiction of
organization and has all requisite corporate power and authority, as applicable, to own,
lease and operate its assets and properties and to carry on its business as presently
conducted.


2.2 Ownership. It has good and valid title to the Shares, free and clear of any lien,
pledge, charge, security interest, encumbrance, title retention agreement, hypothecation,
adverse claim, option, or equity, except for liens, encumbrances, and restrictions arising
by reason of the federal securities laws, and applicable state blue sky and
comparable securities laws. Upon the delivery to the Purchaser of the Shares, good and
valid title to the Shares will have been acquired by the Purchaser, free and clear of all
liens, pledges, charges, security interests, encumbrances, title retention agreements,
hypothecations, adverse claims, options, or equities whatsoever, except for liens,
encumbrances, and restrictions arising by reason of the federal securities laws, and
applicable state blue sky and comparable securities laws or by reason of
actions of the Purchaser.


2.3 Enforceability. It has the requisite corporate power and authority to execute and
deliver this Agreement and all other documents contemplated by this Agreement and to
perform its obligations hereunder. This Agreement is a valid and binding obligation of the
Seller, enforceable against it in accordance with its terms, except as such enforceability
may be limited by bankruptcy, moratorium, insolvency or other similar laws generally
affecting the enforcement of creditors rights, specific performance, injunctive or
other equitable remedies.


2.4 Authority; Noncontravention. The execution, delivery and performance of this Agreement and
all other agreements and documents contemplated by this Agreement by it and the
consummation of the transactions contemplated hereby and thereby (i) have been duly and
validly authorized by all necessary corporate action on its part, as applicable, and no
other corporate proceedings on its part are necessary to authorize this Agreement or to
consummate the transactions contemplated hereby and (ii) will not violate, conflict with
or otherwise result in the breach of any of the terms and conditions of, result in a
material modification of or constitute (or with notice or lapse of time or both would
constitute) a default under (x) any of its organizational documents or (y) any law
applicable to it or any of its properties or operations.


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2.5 No Brokers. Neither it nor any of its officers, directors or partners has employed any
investment banker, business consultant, financial advisor, broker or finder in connection
with the transactions contemplated by this Agreement, or obligated it to pay any
investment banking, business consultancy, financial advisory, brokerage or finders
fees or commissions in connection with the transactions contemplated hereby.


2.6 Investment Intention; Sophisticated Investor. It is acquiring the Stock for its own
account, for investment purposes and not with a view to the distribution thereof. It has
had access to such information concerning iVillage as it has deemed appropriate in
connection with the acquisition of the Stock hereunder, and by reason of its business and
financial experience, it has such knowledge, sophistication and experience in business and
financial matters as to be capable of evaluating the merits and risks of the prospective
investment in the Stock, is able to bear the economic risk of such investment and is able
to afford a complete loss of such investment.


2.7 No Reliance or Solicitation. Except as are set forth in this Agreement, it has not
received any representations or warranties from the Purchaser or its respective
representatives or agents concerning the Issuer, the Stock or the transactions
contemplated hereby. It is not purchasing the Stock as a result of (1) any general,
solicitation, advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio or (2) any
seminar or meeting whose attendees, including the Purchaser, had been invited as a result
of any of the foregoing.


2.8 No Securities Act Registration. It understands that the Stock to be acquired by it has not
been registered under the Securities Act of 1933, as amended (Securities
Act), may not be sold or otherwise transferred without registration
under the Securities Act or pursuant to an exemption from such registration requirements,
and is currently legended and will continue to be legended to the effect that the Stock
may not be sold or transferred in the absence of such registration.


3. Representations
and Warranties of the Purchaser.


The
Purchaser hereby represents and warrants to the Seller as follows:


3.1 Ownership. Immediately prior to his transfer thereof to the Seller, the Purchaser will
have good and valid title to the Stock, free and clear of any lien, pledge, charge,
security interest, encumbrance, title retention agreement, hypothecation, adverse claim,
option, or equity, except for liens, encumbrances, and restrictions arising by reason of
the federal securities laws, and applicable state blue sky and comparable
securities laws. Upon the delivery to the Seller of the Stock, good and valid title to the
Stock will have been acquired by the Seller, free and clear of all liens, pledges,
charges, security interests, encumbrances, title retention agreements, hypothecations,
adverse claims, options, or equities whatsoever except for liens, encumbrances, and
restrictions arising by reason of the federal securities laws, and applicable state
blue sky and comparable securities laws or by reason of actions of the Seller.


3.2 No Brokers. He has not employed any investment banker, business consultant, financial
advisor, broker or finder in connection with the transactions contemplated by this
Agreement, and is not obligated to pay any investment banking, business consultancy,
financial advisory, brokerage or finders fees or commissions in connection with the
transactions contemplated hereby.


3.3 Solicitation, Dealer. He has not engaged in any form of general solicitation or
advertising in connection with the transfer of the Stock, and is not a dealer as
defined in the Securities Act.



3.4 Affiliate. He is not, as of the time he is making this representation, and at no time
prior to the time he is making this representation has ever been, an affiliate
of the Issuer for purposes of Rule 144 (Rule 144)
promulgated under the Securities Act. Without limiting the generality of the foregoing, he
(i) is not nor has been an officer or director of the Issuer and (ii) has never
beneficially owned (within the meaning of Rule 13d-3 under the U.S. Securities and
Exchange Act of 1934, as amended) 10% or more of the issued and outstanding shares of any
class of stock (or, if different, the aggregate voting securities) of the Issuer.


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3.5 No Distribution. He will have acquired the Stock directly from the Issuer upon the
effectiveness of the Stock Exchange in a transaction exempt from the registration
requirements of the 1933 Act, and will have acquired such Stock without a view to
distribution.


4.
Survival of Representations and Warranties.The representations and
warranties contained in Sections 2 and 3 hereof shall survive the consummation of the
transactions contemplated by this Agreement.



5.
Miscellaneous



5.1 Counterparts. This Agreement may be executed by the parties in separate
counterparts, each of which when so executed and delivered will be an original, but all
of which together will constitute one and the same instrument.


5.2 Successors and Assigns. This Agreement will bind and inure to the benefit of
the parties hereto and their respective successors, heirs and permitted assigns. Nothing
in this Agreement is intended to or will confer any rights or remedies on any person
other than the parties hereto and their respective successors, heirs and permitted
assigns. Notwithstanding anything to the contrary herein, the parties hereto agree that
the representations and warranties set forth herein and on Exhibit Bhereto may be
relied upon by Weil, Gotshal & Manges LLP (Weil) for the
purpose of that certain opinion to be issued by Weil and delivered to the Issuer in
connection with the Transaction and by Parent.


5.3 Governing Law. This Agreement will be governed by and interpreted and construed
in accordance with the internal laws of the State of New York, without regard to
conflicts of laws principles.


5.4 Notices. All notices, requests, consents and other communications hereunder
to any party shall be deemed to be sufficient if contained in a written instrument
delivered in person or sent by telecopy, facsimile, nationally-recognized overnight
courier or first class registered or certified mail, return receipt requested, postage
prepaid, addressed to such party at the address set forth below or such other address as
may hereafter be designated in writing by such party to the other parties:

If to the Purchaser:
    430 West
      24th Street 
      Apt. 2F 
      New York, NY 10011 
      Telephone: 917-885-0996If to the Seller:
    Le@P Technology, Inc.
      
      5601 N Dixie Highway 
      Ft. Lauderdale, FL 33334 
      Attention: Timothy Lincoln, Esq.
      Telephone: 954-771-1772 
      Facsimile: 954-928-0978All such notices, requests, consents
and other communications shall be deemed to have been delivered (a) in the case of
personal delivery or delivery by facsimile or telecopy, on the date of such delivery, (b)
in the case of dispatch by nationally-recognized overnight courier, on the next business
day following such dispatch and (c) in the case of mailing, on the third business day
after the posting thereof.


5.5 Headings. The Article and Section headings used or contained in this Agreement
are for convenience of reference only and shall not affect the construction of this
Agreement.


[Signature Page Follows]


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IN
WITNESS WHEREOF, the Purchaser and the Seller have executed this Stock Purchase Agreement
as of the date first above written.

PURCHASER:/s/ Steven Haimowitz
Steven Haimowitz
    SELLER:
Le@P Technology, Inc. 
By /s/  Timothy C. Lincoln
Name: Timothy C. Lincoln
Title:  Acting Perincipal Executive Officer57
EXHIBIT A


Purchase Price


The Shares (Common
      Stock of Healthology, 
      Inc.)
    The
      Cash Consideration
    The
      Stock Consideration800,000
    $347,412.88
    17,347
      shares of Parent Common Stock
EXHIBIT B


Investor Representation
Statement



EXHIBIT C


TO:
Steven
HaimowitzRE:
STOCK
PURCHASE AGREEMENT - CONSIDERATIONRECEIPT


We
hereby acknowledge receipt of $347,413 and a share certificate representing the
Stock, which collectively represent the full and complete Purchase Price in accordance
with that certain Stock Purchase Agreement by and between Steven Haimowitz and Le@P
Technology, Inc. dated January 7, 2005 (the Agreement).
We also acknowledge receipt of a stock power related to the Stock, duly endorsed in blank.
Capitalized terms used but not defined herein shall have the meanings ascribed to such
terms in the Agreement.

Date: January 7, 2005
    
    LE@P TECHNOLOGY, INC.
      By: /s/  Timothy C. Lincoln
      Title: Acting Principal Executive Officer