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Sample Business Contracts

Sponsorship Agreement - iVillage Inc. and eDiets.com Inc.

Sponsored Links

                                  iVillage.com
                              Sponsorship Agreement

This Sponsorship Agreement (the "Agreement") is made and entered into as of July
1, 2000 (the "Effective Date") by and between iVillage Inc. a Delaware
Corporation, located at 212 Fifth Avenue, New York, New York 10010 ("iVillage")
and eDiets.com, Inc. ("eDiets") located at 3467 West Hillsboro Boulevard,
Deerfield Beach, Florida 33442, a Delaware Corporation (the "Sponsor"). This
Agreement includes and incorporates by reference the Standard Terms and
Conditions set forth herein and exhibits A and B attached to this Agreement.

iVillage desires to offer various sponsorship and promotional opportunities to
Sponsor to be located on the iVillage Network as specifically set forth herein.

Sponsor desires to obtain a promotional presence on the iVillage Network;

For good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereby agree as follows:

1.       Definitions:

Wherever used in this Agreement with initial terms capitalized, such term will
have the meaning set forth in Exhibit B.

2.       Sponsorship Deliverables:

         A     Impressions and Customer Acquisition:

         o     iVillage will guarantee to deliver a total of 63,000 new members
               ("Paid Customers") to Sponsor throughout the term of this
               Agreement. Paid Customer shall be defined as a visitor to the
               Sponsors site that purchases an eDiets weight loss program during
               their visit to said site as a result of a Click-Thru from the
               iVillage Network. Customers acquired through subsequent eDiets
               re-marketing programs are not to be counted towards this
               guarantee. Sponsor agrees to provide to iVillage mutually
               acceptable reporting of Paid Customers acquired pursuant to this
               Agreement on a daily basis. iVillage may, by providing thirty
               (30) days written notice, elect to audit the books and records of
               eDiets to determine the accuracy of the sales report providing
               iVillage with Paid Customer information, which audit will be at
               iVillage's sole expense.

         o     Paid Customers are to be delivered at the rate of 2,625 per month
               for each of the 24 months of this Agreement. In the event that
               said delivery falls behind in any given three month period
               ("Quarter"), and the shortfall is less than 20% of the total Paid
               Customers due to Sponsor during a Quarter, iVillage will make up
               the shortfall (the "Make Good Period") within 45 days . In the
               event that the shortfall is greater than 20% of the total Paid
               Customers due to Sponsor during any given Quarter, iVillage will
               make up 125% of the shortfall during an extended Make Good Period
               totaling 90 days. Failure to make up the shortfalls within these
               Make Good Periods will give Sponsor the right to terminate this
               Agreement pursuant to Section 6.1[e] of Exhibit A. Such failure
               will also give iVillage the right to terminate this Agreement by
               providing Sponsor with (30) days prior written notice, provided
               that iVillage has used commercially reasonable efforts to deliver
               the Paid Customers through out the applicable Make Good Periods.
               If either party exercises its right to terminate as provided for
               herein, Sponsor shall be entitled to receive a refund from
               iVillage equal to the difference between (i) all fees paid to
               iVillage under this Agreement up to the date of termination and
               (ii) the total of all Paid Customers delivered up to the date of
               termination multiplied by $95.24 per Paid Customer. Such refund
               shall be payable to Sponsor within 30 days of the date of
               termination. In the event of over delivery of Paid Customers in
               any Quarter, the amount of the overage shall be applied to the
               following Quarter's guarantee.

         o     iVillage will guarantee delivery on the iVillage Network of not
               less than 223,000,000 Impressions ("Impressions") during the
               term of this Agreement to be delivered 111,500,000 Impressions
               per 12-month period, Twenty-Five percent (25%) of such
               Impressions shall be delivered within the iVillage Diet & Fitness
               channel (WWW platform). Of the 63,000 Paid Customers referenced
               above, 55,025 shall be acquired through the use of said
               Impressions. In the event that iVillage does not deliver the
               minimum annual Impressions within a twelve month period (i.e.
               111,500,000 Impressions), Sponsor may elect to either (i) extend
               the term of this Agreement for a mutually agreed to period of
               time in order to provide iVillage with the opportunity to deliver
               the total amount of Impressions or, (ii) terminate this Agreement
               upon (15) days prior written notice.

               The remaining 7,975 Paid Customers (of the 63,000 Paid Customers
               guaranteed above) are to be acquired through the use of not less
               than 8,000,000 Impressions on eDiets creative units within the
               Never Say Diet area of the iVillage Network on the AOL platform
               (4,000,000 per 12 month period). Notwithstanding the foregoing
               sentence, Sponsor shall own all Impressions within the Never Say
               Diet sections of iVillage on the AOL platform. These Impressions
               shall be at no charge to Sponsor. It is agreed and understood
               between the parties that the Never Say Diet area will remain on
               the AOL platform for the first 12 months of this Agreement. In
               the event that the Never Say Diet area ceases to exist on the AOL
               platform during the second year of this Agreement, iVillage will
               still be required to deliver the total number of Paid Customers
               referenced above.

         B     Other Provisions:

               iVillage agrees not to offer a fee based iVillage branded or
               co-branded diet program ("iVillage Diet Program") itself or
               through its subsidiaries for the term of this Agreement. Should
               iVillage offer such an iVillage Diet Program during the term of
               this Agreement, eDiets may elect to terminate the Agreement by
               providing 30 days prior written notice. Should Sponsor elect to
               terminate this Agreement pursuant to this provision, iVillage
               shall reimburse Sponsor within 30 days of the date of termination
               for all pre-paid Impressions or other promotions not delivered as
               of the date of termination. Notwithstanding the foregoing
               sentence, nothing herein is intended to limit iVillage's right or
               ability to sell advertising inventory to promote third party,
               free or fee-based diet programs (except as restricted elsewhere

<PAGE>

               in this Agreement) or to display and promote editorial content
               related to any iVillage or non-iVillage branded third-party diet
               program that is free or fee based to the user provided that the
               design, development or operation of said program cannot be shown
               to be the product of, the use of material Confidential
               Information (as defined in paragraph 10 of Exhibit A) received
               from eDiets. It is understood between the parties that iVillage's
               ability to display or promote editorial content does not
               consitute an ability to provide, a fee-based diet program within
               the iVillage Network. Notwithstanding the foregoing, it is
               understood that the mere existence and promotion of an iVillage
               or non-iVillage branded free diet program will not constitute a
               violation of this or any other Agreement between the parties.

Notwithstanding the foregoing provision, Sponsor will be one of no more than
three paid advertisers on the iVillage Network whose primary business is the
online sale of paid weight loss programs during the Term of this Agreement.
Further, in no case will iVillage sell paid advertising to Nutrio.com during the
term of this Agreement. Notwithstanding the foregoing, this does not include
(and iVillage retains the right and ability to pursue any relationship with)
Weight Watchers, Jenny Craig and Nutrisystems, subject to the first sentence of
this subparagraph.

         3     Fees:

               eDiets agrees to pay iVillage fees due pursuant to this Agreement
               in the amount of $6,000,000.00 over the twenty-four (24) month
               Term (as defined below), payable as follows:

               $125,000.00 to be paid by wire transfer or company check monthly
               on the first and the fifteenth day of each of the twenty-four
               (24) consecutive months throughout the Term, beginning July 1,
               2000 or the Launch Date (whichever comes first) and July 1, 2002.

               In addition, Sponsor will maintain a security balance of
               $125,000.00 on deposit with iVillage as security against any late
               payments ocuring throughout the Term of this Agreement. This
               security deposit will be paid upon signing of this Agreement. In
               the event that eDiets is more than 15 days late for any payment,
               iVillage may at its sole discretion, utilize the security funds
               provided for herein to pay the fees currently due. Thereafter,
               Sponsor will replenish the security deposit balance so that at no
               time throughout the Term of this Agreement will the balance fall
               below the sum of $125, 000.00 for more than a seven (7) day
               period of time. In the event that eDiets fails to replenish this
               deposit as provided, iVillage may suspend delivery of Impressions
               until such time as the deposit has been replenished.

         4     Term and Termination:

               The term of this Agreement will commence on the Effective Date
               and will continue for a period of twenty-four (24) months unless
               earlier terminated as set forth in Section 6 of Exhibit A,
               Section 2 A above, Section 2 B above, 4(b) below, or unless
               extended by mutual approval of the parties (the "Term"); (b) in
               addition to the termination provisions provided for in 4(a)
               above, iVillage may immediately terminate this Sponsorship
               Agreement in the event iVillage has terminated any other
               Agreements or Insertion Orders entered into with Sponsor, as a
               result of a Sponsor's breach.

AGREED TO FOR eDiets.com, Inc.              AGREED TO FOR iVillage Inc:

By:  /S/ David R. Humble                    By:     /S/ Steve Elkes
  ----------------------                            ---------------

Print Name: David R. Humble                Print Name: Steve Elkes

Title: Chief Executive Officer              Title:  Senior Vice President
                                                    Business and Legal Affairs

Date:     6/7/00                            Date:      6/7/00
          ------                                      -------

Address:3467 W. Hillsboro Boulevard
Suite 2
Deerfield Beach, Florida  33442

<PAGE>
                                    Exhibit A
                          General Terms and Conditions:

1.0      Grant of Non-Exclusive Rights: During the term of this Agreement,
         Sponsor grants to iVillage, a non-exclusive license to reproduce, copy,
         publish, and distribute Sponsor's Marks throughout the world, in
         connection with Sponsor's advertisement(s) placed on the iVillage
         Network in a manner as provided for by this Agreement. iVillage
         acknowledges that all goodwill associated with its use of the Sponsor
         Marks shall exclusively inure to the benefit of Sponsor. Sponsor
         further grants iVillage the right to link to Sponsor's WWW Site, from
         the iVillage Network, to the extent necessary for iVillage to perform
         its duties and obligations hereunder and to the extent applicable to
         this Agreement. The License granted herein by Sponsor to iVillage shall
         terminate upon the expiration or termination of this Agreement. Sponsor
         agrees that any and all goodwill arising from or related to any use of
         any of the iVillage Marks by Sponsor pursuant to this Agreement will
         inure exclusively to the benefit of iVillage.

2.0      Ownership of Rights: Sponsor and iVillage each acknowledge and agree
         that: (a). as between each other, each owns all right, title and
         interest in its Marks and all derivatives thereof; (b). nothing in this
         Agreement will confer in the other party any right of ownership in the
         Marks; (c) neither party will contest the validity of any of the Marks
         of the other party; (d). no licenses or rights are granted by either
         party except as expressly set forth in this Agreement; and (e) as
         between iVillage and Sponsor, iVillage owns all right, title and
         interest in any and all iVillage Member/Visitor/Subscriber data (both
         personal and aggregate) derived pursuant to this Agreement.

3.0      Publicity: If so desired, iVillage and Sponsor may agree in the future
         to collaborate on a joint press release or public announcement ("Press
         Release") the terms and conditions of which will be mutually approved
         by both parties.

4.0      Submissions: As appropriate, iVillage must receive all Sponsor
         Submissions at least five business days prior to the scheduled date of
         publication for each relevant Sponsor Submission. In the event iVillage
         does not receive a Sponsor Submission prior to the applicable deadline;
         iVillage may publish in substitution any prior Sponsor Submission other
         than prior Sponsor submission that were removed from iVillage Network
         pursuant to the last sentence of this paragraph until such time as
         iVillage can reasonably begin publication of the promotion. If no such
         prior Sponsor Submission is available; iVillage may publish in
         substitution any material it deems appropriate, in its sole discretion,
         until such time as iVillage can reasonably begin publication of the
         promotion. All changes to and/or cancellations of Sponsor Submissions
         must be made in writing, with an e-mail copy sent to
         ads@mail.iVillage.com, and received by iVillage prior to the applicable
         deadline. iVillage may, in its sole discretion, refuse at any time and
         for any reason any Sponsor Submission and/or may refuse to publish any
         advertisement provided by Sponsor. All Sponsors' advertisements,
         including graphics, must comply with standard iVillage guidelines and
         iVillage approval.

5.0      Reports and Tracking:

5.1      iVillage Use of DART Reports and Tracking: iVillage and Sponsor agree
         that unless specifically stated otherwise in this Agreement, iVillage
         will be using DART (Double Click) to act as the ad server for this
         Sponsorship Agreement. iVillage and Sponsor will use the Impressions,
         Click-Through and other tracking generated by the DART server for all
         tracking and reporting purposes and Sponsor agrees to accept such DART
         data as the official basis for measuring all services to be provided
         under this Agreement.

5.2      Reports Provided To Sponsor: It is agreed that iVillage shall provide
         Sponsor with a user name and password to access online reporting
         through DART or other similar service. Any customization of reports
         requested by Sponsor or its agent or representative shall be subject to
         a reasonable charge as determined by iVillage. In addition, during the
         term of this Agreement, iVillage shall provide Sponsor with mutually
         agreed upon statistics regarding Sponsor's Co-Branded Area, where
         applicable, including traffic thereon, in accordance with iVillage's
         standard reporting formats.

5.3      Advertising Server other than DART: In the event another third party
         advertisement serving and measurement company other than DART") is used
         by Sponsor to serve and/or track Impressions, ads and Click-Thrus and
         the iVillage report (as described above in Sections 5.1 and 5.2)
         indicates a number of Impressions delivered that is greater than
         Sponsor's ad server report, then the number of Impressions indicated by
         iVillage's report will be deemed the determinative number of
         Impressions delivered during the reporting period for purposes of the
         duties and obligations related to guaranteed Impressions pursuant to
         this Agreement.

6.0      Termination:

6.1      For Cause: In addition to any additional termination provisions
         provided for in Section 4 of the Sponsorship Deliverables section of
         this Agreement, this Agreement may be terminated by either party
         immediately upon written notice if the other party: (a) becomes the
         subject of any proceeding relating to insolvency, receivership or
         liquidation; (b) files a petition in bankruptcy; or has filed against
         it a petition in bankruptcy of which is not discharged within 30 days
         thereof (c) makes an assignment for the benefit of its creditors; or
         (d) admits in writing its inability to pay debts as they become due;
         (e) breaches any of its obligations under this Agreement in any
         material respect, which breach is not remedied within ten (10) days
         following written notice to such party. Except as set forth in the
         termination provisions of this Agreement, this Agreement cannot be
         terminated.

6.2      Effect of Termination: The provisions of this Section 6, fees accrued
         and earned but not yet paid and Sections 2, 7, 8, 9, 10, 11, 12 and 13
         will each survive any termination or expiration of this Agreement. Upon
         the termination or expiration of this Agreement by either party for any
         reason, both parties must return any information, materials or
         properties of the other party within thirty (30) days of such
         termination, or expiration, and Sponsor's advertisement(s), promotional
         listings, links and, co-branded pages will be immediately removed from
         iVillage.

<PAGE>

7.0      Representations and Warranties: Each party represents to the other that
         (a) it has the authority to enter into this Agreement and sufficient
         rights to grant any licenses granted hereby, and (b) any material which
         is provided to the other party and displayed on the other party's site
         will not (i) infringe on any third party's copyright, patent,
         trademark, trade secret or other proprietary rights or right of
         publicity or privacy, (ii) violate any applicable law, statute,
         ordinance or regulation; (iii) contain viruses, Trojan horses, worms,
         time bombs, cancelbots, or other similar harmful or deterious
         programming routines; (iv) be lewd, pornographic or obscene; (v)
         promote discrimination based upon race, sex, religion, national origin,
         physical disability, sexual orientation or age; (vi) promotes illegal
         activity or (vii) knowingly violate any laws regarding unfair
         competition, anti-discrimination or false and misleading advertising.

7.1      iVillage Representation: iVillage represents and warrants for the
         benefit of Sponsor that (a) it has full and sole control over the
         content and programming of the iVillage Network and Sponsor has no
         editorial control over the content of the iVillage Network; (b) it
         shall use commercially reasonable efforts to maintain the iVillage
         Network available and displaying Sponsor's advertisements twenty-four
         (24) hours per day, seven (7) days per week during the term of this
         Agreement.

7.2      Sponsor Representation: Sponsor represents and warrants for the benefit
         of iVillage that (i) it has full and complete control over the content
         and programming of the ediets program; (ii) it shall use commercially
         reasonable efforts to maintain the ediets site and ediets program
         twenty-four (24) hours per day, seven (7) days per week during the term
         of this Agreement.

8.0      General Warranty:

         WITHOUT LIMITING THE FOREGOING REPRESENTATIONS AND WARRANTIES, iVillage
         MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR
         IMPLIED, THAT THE TECHNICAL FUNCTIONING OF THE IVILLAGE NETWORK,
         co-branded PAGES, BRIDGE PAGE (S) AND RELATED LINKS WILL BE ERROR FREE
         AND UNINTERRUPTED DURING THE OFFER PERIOD. IN FURTHERANCE OF THE
         FOREGOING, IVillage SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF
         MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE
         TECHNICAL FUNCTIONING OF THE IVILLAGE NETWORK AND RELATED LINKS.
         Sponsor'S SOLE AND EXCLUSIVE REMEDY AGAINST IVillage FOR ANY DAMAGES
         ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE BY IVillage oF ITS
         OBLIGATIONS HEREUNDER AND IVillage's ENTIRE LIABILITY HEREUNDER WILL BE
         AS PROVIDED FOR IN section 9 BELOW.

9.0      Limitation of Liability Disclaimer Indemnification:

9.1      LIMITATION OF LIABILITY: UNDER no circumstances will either party be
         liable for indirect, incidental, consequential, special or exemplary
         damages (even if it has been advised of the possibility of such
         damages) arising under any provision of this Agreement, such as, but
         not limited to, loss of revenue or anticipated profits or lost
         business. Except as provided in section 9.2, with respect to liability
         arising under THE indemnity provision, and except for sponsor's payment
         obligations, In no event, will the liability of either party for any
         reason and upon any and all claims and causes of action, in the
         aggregate, in contract, tort or otherwise, arising from or relating to
         this Agreement or the subject matter hereof exceed the fees paid to
         IVillage by Sponsor hereunder in a term of one year or less in which
         the damages are incurred.

9.2      Indemnity: To the fullest extent permitted by law, iVillage and Sponsor
         will each indemnify, defend and hold harmless, the other and the
         other's affiliates and each of their respective officers, directors,
         agents and employees, from and against any and all third party claims,
         damages, losses, liabilities and expenses (including but not limited to
         reasonable attorney fees) arising out of or resulting from the
         indemnifying party's breach of (i) the duties and obligations of this
         Agreement, or (ii) its warranties and representations. Notwithstanding
         any language to the contrary, in consideration of the placement of
         Sponsor advertisements on the iVillage Network and any linkage to the
         Sponsor's Site, the Sponsor will indemnify and defend iVillage and its
         affiliated and related entities harmless from and against any and all
         loss or expense arising out of the appearance of such advertisements on
         the iVillage Network, or on the Sponsor's site as linked through the
         iVillage Network, including without limitation, those resulting from
         claims or suits for defamation, violation of privacy or publicity,
         misrepresentation or copyright, trademark or patent infringement and
         from and against any and all loss or expense arising out of the use,
         purchase or consumption of any of Sponsor's products or services.

9.3      Claims: Each party agrees to (i) promptly notify the other party in
         writing of any indemnifiable claim and give the other party the
         opportunity to defend or negotiate a settlement of any such claim at
         such other party's expense and (ii) cooperate fully with the other
         party, at that other party's expense, in defending or settling such
         claim. Both parties reserve the right, at their expense, to assume the
         exclusive defense and control of any matter otherwise subject to
         indemnification.

10.0     Confidentiality: For purposes of this Agreement, "Confidential
         Information" means information received, whether prior to or subsequent
         to the Effective Date of this Agreement, from the disclosing party or
         any of its affiliates or representatives about the disclosing party's
         business or activities that is proprietary and confidential, which
         shall include all business, financial, technical trade secrets and
         other information of a party. Confidential Information includes
         information, communication or data, in any form, including, but not
         limited to oral, written, graphic or electronic, models or samples,
         which the disclosing party identifies as confidential or which is by
         its nature or circumstances surrounding its disclosure should be
         reasonably be regarded as confidential. The terms and conditions, but
         not the existence of this Agreement shall be deemed to be the
         Confidential Information of each party and shall not be disclosed
         without the prior written consent of the other party. Each party agrees
         to disclose the Confidential Information of the other party only to
         those employees, agents and representative who need to know to perform
         the party's obligations under this Agreement and for no other purpose.
         Each party agrees (i) that it shall not disclose to any third party or
         use any Confidential Information disclosed to it by the disclosing
         party except as expressly permitted in this Agreement and (ii) that it
         shall take all reasonable measures to maintain the confidentiality of
         all Confidential Information of the disclosing party in its possession
         or control, which will in no event be less than the measures it uses to
         maintain the confidentiality of

<PAGE>

         its own information of similar importance. The receiving party shall be
         liable to the disclosing party for any breach of this Agreement by its
         employees, agents or representatives.

10.1     Exceptions: Confidential Information does include any information that
         (a) is or becomes available generally in the public domain without
         violation of this Agreement by the receiving party; (b) is obtained by
         the receiving party from a third party who the receiving party
         reasonably believes is under no duty of nondisclosure to the disclosing
         party; (c) is independently developed by the receiving party without
         the aid, application or use of the Confidential Information provided by
         the disclosing party; or (d) is required to disclosure pursuant to a
         court order from a court of competent jurisdiction, law, or regulation.
         To the extent legally permissible the party complying with such court
         order, law, regulation or other governmental authority to disclose,
         shall first give notice to the other party thereto, and shall use
         reasonable commercial efforts to afford the other party a reasonable
         opportunity to challenge such order and/or to obtain a protective
         order to limit or control the scope and content of any and all such
         disclosure.

11.0     Privacy Policy: Any use by Sponsor of Resulting Data (as defined in
         Exhibit B) must comply with iVillage's Privacy Policy with respect to
         the collection and dissemination of company specific or individually
         specific Resulting Data which Sponsor may obtain as a result of this
         Agreement. Sponsor will have no right to disclose or use such Resulting
         Data unless such data is aggregated so that iVillage, company-specific
         and individual-specific information is not identified and provided that
         such aggregated data is used for internal business purposes only. In no
         event will any Resulting Data by which individual iVillage
         Member/Visitor/Subscriber can be identified, contacted or grouped by
         email address or other personal or individual characteristics, be
         provided by Sponsor, used by Sponsor or disclosed by Sponsor or
         disclosed to or used by a third party without permission from each
         iVillage Member/Visitor/Subscriber and without obtaining village's
         prior written permission

12.      Miscellaneous:

12.1     Interest on Late Payments, Collection Fees: Commencing on the first day
         after the date that each of the payments to iVillage becomes due,
         Sponsor will be liable for a monthly rate of interest of not more than
         1.5% per month, which interest shall be in addition to such fees due
         and owing to iVillage. In the event iVillage is unable after a
         reasonable attempt to collect the fees due from Sponsor, and is
         required to turn the account over for collection to a collection agent,
         Sponsor will be responsible for all additional collection and legal
         fees which result therefrom.

12.2     Force Majeure: Neither party will be deemed to be in default of or to
         have breached any provision of this Agreement as a result of any delay,
         failure in performance or interruption of service, resulting directly
         or indirectly from acts of God, acts of civil or military authorities,
         civil disturbances, wars, strikes or other labor disputes, fires,
         transportation contingencies, interruptions in telecommunications or
         Internet services or network provider services, failure of equipment
         and/or software, other catastrophes or any other occurrences which are
         beyond such party's reasonable control.

12.3     Successors and Assigns: This Agreement will bind and inure to the
         benefit of each party's permitted successors and assigns. Neither party
         may assign this Agreement, in whole or in part, without the other
         party's prior written consent; provided, however, that either party may
         assign this Agreement without such consent in connection with any
         merger, consolidation, or any sale of all or substantially all of such
         party's assets or any other transaction in which more than fifty
         percent (50%) of such party's voting securities is transferred.
         Notwithstanding the foregoing, under no circumstances may Sponsor
         assign this Agreement to a competitor of iVillage.

12.4     Governing Law: This Agreement and the rights and obligations of parties
         hereunder shall be governed by and controlled by the laws of the State
         of New York, applicable to contracts made and performed therein without
         reference to the applicable choice of law provisions. All actions,
         proceedings or litigation relating hereto will be instituted and
         prosecuted solely within New York, New York. The parties consent to the
         jurisdiction of the state courts of New York and federal court located
         within such state and county with respect to any action, dispute, or
         other matter pertaining to/arising out of this Agreement. The parties
         agree in good faith to use reasonable efforts to resolve any and all
         conflicts and controversies between them relating to this Agreement
         informally and amicably between themselves before submitting any such
         matter for judicial resolution. EACH PARTY WAIVES THE RIGHT TO TRIAL BY
         JURY IN ANY MATTER OR DISPUTE BETWEEN THEM (AND/OR THEIR AFFILIATES)
         ARISING UNDER THIS AGREEMENT OR OTHERWISE. There is no presumption for
         or against either party as a result of such party being the principal
         drafter of this Agreement.

12.5     No Waiver: No failure of either party to exercise or enforce any of its
         rights under this Agreement will act as a waiver of such rights and no
         waiver will be effective unless made in writing and signed by an
         authorized representative of the waiving party.

12.6     Savings: In the event any provision of this Agreement will for any
         reason be held to be invalid, illegal or unenforceable in any respect,
         the remaining provisions will remain in full force and effect. If any
         provision of this Agreement will, for any reason, be determined by a
         court of competent jurisdiction to be excessively broad or unreasonable
         as to scope or subject, such provision will be enforced to the extent
         necessary to be reasonable under the circumstances and consistent with
         applicable law while reflecting as closely as possible the intent of
         the parties as expressed herein.

12.7     Entire Agreement; Amendments: This Agreement and its exhibits are the
         complete and exclusive agreement between the parties with respect to
         the subject matter hereof, superseding and replacing any and all prior
         agreements, communications, and understandings, both written and oral,
         regarding such subject matter. This Agreement may only be modified, or
         any rights under it waived, by a written document executed by both
         parties. Any contrary terms found in Sponsor's Insertion Order or
         Purchase Order is null and void.

13.8     Headings: The headings used in this Agreement are for convenience only
         and are not to be construed to have any legal significance.

13.9     Independent Contractors: The parties to this Agreement are independent
         contractors. Neither party is an agent, representative or partner of
         the other party. Neither party shall have any right, power of authority
         to enter into any agreement for or on behalf of, or to incur any


<PAGE>

         obligation or liability for, or to otherwise bind, the other party.
         This Agreement shall not be interpreted or construed to create an
         association, joint venture, co-ownership, co-sponsorship, or
         partnership between the parties or to impose any partnership obligation
         or liability upon either party.

13.10    Notices: All notices, requests and other communications called for by
         this Agreement will be deemed to have been given upon receipt if made
         by (i) registered or certified US mail, or (ii) by telecopy (confirmed
         by concurrent written notice sent first class US mail, postage prepaid)
         to the individuals located at the addresses listed on the signature
         page of this Agreement

<PAGE>

                                    Exhibit B

                                   Definitions

1.       "AOL Banner" means the banner featured across the iVillage Network
         accessible only to those iVillage Member accessing iVillage via AOL
         Links excluding chat rooms, message boards, and the following web-only
         channels: Beauty, Book Club, Click!, Elections 2000, MoneyLife,
         ParentsPlace, Pets and Shopping. Specifications: 234 X 60 pixels - 6K
         maximum file size. GIF, JPEG or rich media; no limit on loops. All text
         limits is 35 characters including spaces.

2.       "Banners" means collectively the AOL Banners and the WWW Banners,
         unless specifically, individually indicated.

3.       "Buttons" means collectively the Don't Miss Mention, the Shopping Logo
         and the Message Board Sponsorship Button, unless each is specifically,
         individually indicated.

4.       "Click-Through" means the number of times an iVillage Member, iVillage
         Visitor, or iVillage Subscriber clicks on a link, which take the form
         of Banners, Buttons, Newsletter Mentions or other placements and is
         sent to a clickover URL on the eDiets site or another mutually agreed
         upon location.

5.       "Co-Branded Areas" when applicable, means the area, or pages residing
         on the on the iVillage Network, where Sponsor Marks and iVillage Marks
         are co-branded in conjunction with Sponsor Promotions in a manner which
         maintains the iVillage Network's look, feel, style and design.

6.       "Don't Miss Mentions" means the button featured on some top level and
         most sub-level pages across the iVillage Network. This is currently not
         available on Astrology.com, Parent Soup, and ParentsPlace.
         Specifications: 120 x 90 - 6K maximum file size. GIF, JPEG or rich
         media; no limit on loops. All text limit is 35 characters including
         spaces.

7.       "Don't Miss Tagline" means the tagline featured on some top level and
         most sub-level pages across the iVillage Network. This is currently not
         available on Astrology.com and Shopping. Specifications: Dimensions
         120x 90. Maximum 100 character limit including spaces.

8.       "GIF" means Graphic Interchange Format.

9.       "HTML Newsletter Taglines" (also referred to as "Mentions"), means the
         tagline featured across iVillage's HTML newsletters. Each HTML
         newsletter has three text tagline ad placements served on a rotational
         basis. Dimensions: 468 x 90. Maximum 195 character limits including
         spaces. 45 characters header text; 150 character body text.

10.      "Impressions" means the number of times that each individual Sponsor
         Banner, Button, "Don't Miss Tagline", Newsletter Mentions, or Permanent
         Placements are served to a browser. Unless otherwise specifically
         provided for herein, all Impressions are delivered throughout the
         iVillage Network in the form of any combination of Buttons, Permanent
         Placements, Banner Newsletter Mentions, or Don't Miss Taglines as
         determined in iVillage's sole discretion. Unless otherwise specifically
         provided for herein, Impressions shall be served evenly throughout the
         Term, provided that Sponsor or its agent is not responsible for any
         circumstance that may cause Impressions to be unevenly served.

11.      "iVillage Home Page" means the WWW page found at the URL
         www.iVillage.com.

12.      "iVillage Network" means the existing domestic US online network of
         English language websites owned, and/or operated by iVillage which
         include channels covering leading topics of interest to women, Internet
         tools, elements and online commerce.. The rights granted herein to
         Sponsor do not apply to any future acquisitions by iVillage of web
         sites, content, channels, joint ventures or similar business
         partnerships or arrangements, unless specifically provided for herein,
         if these new acquisitions were not part of the iVillage Network as of
         the Effective Date.

13.      "iVillage Marks" means the trademarks, service marks, logos and other
         distinctive brand features of iVillage that are used in or relate to
         the iVillage Network.

14.      "iVillage Member" means anyone who completes the iVillage.com (or
         similar) registration form on an iVillage.com site. Also some members
         request no email from us and therefore cannot be contacted that way -
         only via the site itself.

15.      "iVillage Visitor" means any individual who comes to an iVillage.com
         site and views at least one page.

16.      "JPEG" means Joint Photographic Experts Group format.

17.      "Jump Page" means the world wide web page hosted by Sponsor which (i)
         includes content and has a design which is mutually agreed upon by the
         parties; (ii) combines Sponsor and iVillage logos; and (iii) contains a
         salutation personalized for visitors from the iVillage Site.

<PAGE>

18.      "Message Board Sponsorship Button" means the Sponsor button featured
         across all iVillage Message Boards adjacent to banner at top of boards.
         Must be specifically included in the Agreement, or it does not apply.
         Specifications: 120 x 60 pixels - 5K maximum file size. GIF, JPEG or
         rich media; no limit on loops. Alt text is 35 characters including
         spaces.

19.      "Page View" means a single viewing of a WWW page, whether or not the
         viewer acts on an advertisement located on that WWW page or not.

20.      "Permanent Placements" means a permanent Link or permanent location of
         the Sponsor promotion within the iVillage Network for the duration of
         the Term.

21.      "Resulting Data" means any personally identifiable and aggregated
         information gathered by iVillage and/or Sponsor as a result of this
         Agreement, which is related to iVillage Members, Visitors, Subscribers
         use of the iVillage Network, Co-Branded Pages, Sponsor's Web Site, or
         Sponsor promotions.

22.      "Shopping Logo" means the logo featured on the front page and other
         relevant areas of the shopping channel of the iVillage Network.
         Specifications: 88 x 31 pixels - 4K maximum file size. GIF, JPEG or
         rich media; no limit on loops. No alternate text allowed.

23.      "Special Offer" means any Sponsor promotions offered exclusively to
         iVillage Visitors and/or Members, which consist of the specifics as
         more clearly defined on page one of this Agreement.

24.      "Sponsor Marks" means all trademarks, service marks, logos and other
         distinctive brand features of Sponsor that are used in Sponsor's
         advertising.

25.      "Sponsor's WWW Site" means Sponsor site located at a specific URL on
         the World Wide Web.

26.      "Sponsor Submission" means any graphic (GIF) file, text file, or file
         of such other format as iVillage may designate from time to time,
         supplied by Sponsor to be published by iVillage on the iVillage Network
         and which may contain a link to Sponsor's site or to a Web site
         specified by Sponsor and agreed to by iVillage or any and all
         information and items necessary for iVillage's publication of any
         material supplied by Sponsor, including changes and updates thereto.

27.      "URL" means an address identifying among other things, the server on
         which a WWW page or WWW site resides.

28.      "WWW Banner" means the banner featured across the iVillage Network and
         in HTML newsletters. WWW Banner specifications: 468 x 60 pixels -
         10Kmaximum file size. GIF, JPEG or rich media; no limit on loops. Alt
         text limit is 35 characters including space. WWW Banner is
         significantly different from an AOL Banner.

29.      "WWW" means the World Wide Web.

<PAGE>
                              Sponsorship Agreement

This Sponsorship Agreement (the "Agreement") is made and entered into as of
July 1, 2000 (the "Effective Date") between iVillage Inc. located at 212 Fifth
Avenue, New York, New York 10010 ("iVillage") and eDiets.com, Inc., a Delaware
corporation, located at 3467 West Hillsboro Blvd, Deerfield Beach, Florida 33442
(the "Sponsor"). This Agreement includes and incorporates by reference the
General Terms and Conditions set forth herein and exhibits A and B attached to
this Agreement.

iVillage desires to offer various sponsorship and promotional opportunities to
Sponsor to be located on the iVillage Network as specifically set forth herein.

Sponsor desires to obtain a promotional presence on the iVillage Network;

For good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereby agree as follows:

1.    Definitions:

Wherever used in this Agreement with initial terms capitalized, such term will
have the meaning set forth in Exhibit B.

2.    Sponsorship Deliverables:

         A.    Click-Thru's

         o     iVillage agrees to deliver not less than one hundred thousand
               (100,000) Click-Thrus from RON Impressions during each
               three-month period ("Quarter") throughout the first twelve (12)
               months of the term of this Agreement. All Click-Thrus from RON
               Impressions above and beyond the 100,000 per Quarter must be
               pre-approved by the Sponsor. iVillage agrees to use commercially
               reasonable efforts to evenly distribute delivery of Impressions
               throughout each Quarter, unless such delivery is specifically
               otherwise agreed to by the parties. If iVillage fails to deliver
               at least 80% of the quarterly guaranteed Click-Thrus, Sponsor
               shall have the right to terminate this Agreement with 10 days
               prior written notice. Sponsor agrees to compensate iVillage for
               said Click-Thru delivery at the rate of $2.00 per click for a
               total payment of $800,000.00 due and payable within the first
               twelve (12) months of the term of this Agreement.

         o     iVillage agrees to deliver not less than one hundred fifty
               thousand (150,000) Click-Thrus from RON Impressions during each
               Quarter within the second twelve (12) month periods of this
               Agreement. All Click-Thrus from RON Impressions above and
               beyond the 100,000 per Quarter must be pre-approved by the
               Sponsor. iVillage agrees to use all commercially reasonable
               efforts to evenly distribute delivery of Impressions over each
               Quarter, unless otherwise mutually agreed to by the parties. If
               iVillage fails to deliver at least 80% of the quarterly
               guaranteed Click-Thrus, Sponsor shall have the right to terminate
               this Agreement with 10 days prior written notice. Sponsor agrees
               to compensate iVillage for said Click-Thru delivery at the rate
               of $2.00 per click for a total payment of $1,200,000.00 due and
               payable within the second twelve (12) months of this Agreement.

         o     Additional Click-Thrus from RON Impressions (above and beyond the
               guarantees referenced above) may be delivered to Sponsor over the
               term of this Agreement at iVillage's sole discretion and with
               prior approval from Sponsor. Sponsor agrees to compensate
               iVillage for said additional Click-Thru delivery in excess of the
               guaranteed delivery at the rate of $1.50 per click.

         B:    Placement:

         N/A

         C:    Creative Services:

         N/A

         D:    Promotions/Sweepstakes:

         N/A

         E:    Other Provisions:

         o     In the event that the Sponsor conversion to sale rate from
               Click-Thrus delivered under this Agreement falls below an average
               of 1.69% for any contiguous seven (7) day period (commencing each
               Monday and ending each Sunday throughout the term of this
               Agreement) (the "Shortfall"), both parties shall work together in
               good faith to mutually agree on one of the following remedies (i)
               to either terminate this Agreement (ii)re-negotiate the Cost Per
               Click-Thru , or (iii) continue to monitor performance for an
               additional seven (7) day period during which iVillage must use
               all commercially reasonable efforts to recover a greater than
               1.69% conversion rate equal to the Shortfall over the following
               seven (7) day period If after 30 days iVillage is unable to
               remedy the Shortfall, either party shall have the right to
               terminate the Agreement with 10 days written notice. Sponsor will
               furnish iVillage with full reporting of conversion numbers upon
               request. For

<PAGE>

               purposes of this provision the conversion to sale rate is defined
               as the rate at which visitors to the Sponsor site purchase any
               Sponsor program. By way of example in order to obtain a
               conversion to sale rate of 1.69% 10,000 visitors would need to
               visit the Sponsor site, with 169 of those who visited purchasing
               any eDiets program. Sponsor agrees to maintain accurate and
               adequate books and records in order to provide iVillage with
               sufficient information upon request to support eDiets conversion
               to sale rate. iVillage will be entitled to audit such books and
               records every six (6) months to ensure the accuracy of the
               conversion to sale rate twice annually, upon ten (10) days prior
               written notice, and at any point in time in which the conversion
               to sale rate falls below 1.69%.

         o     It is understood that the Click-Thrus delivered in conjunction
               with this Agreement are separate and apart from any existing or
               future agreements in which iVillage and Sponsor will establish a
               mutually agreeable system to track the delivery of Click-Thrus as
               provided for herein.

3.0      Fees:

         o     Sponsor will pay the invoiced amount for the number of
               Click-Thrus delivered on a monthly basis. Payment will be due
               thirty (30) days from the date of each monthly invoice.

4.0      Term and Termination: (a). The term of this Agreement will commence on
         the date in which the first launch of Sponsor's promotional listings on
         iVillage (the "Launch Date") and continue for a period of two years
         unless earlier terminated as set forth in paragraph 2 above or Section
         6 of Exhibit A, or unless extended by mutual approval of the parties
         (the "Term").



AGREED TO FOR SPONSOR (eDiets.com, Inc.)          AGREED TO FOR iVillage Inc:
                       -----------------

By: /S/ David R. Humble                           By: /S/ Steve Elkes

Print Name: David R. Humble                       Print Name: Steve Elkes

Title: Chief Executive Officer                    Title: Senior Vice President
                                                  Business and Legal Affairs

Date:  6/7/00                                     Date: 6/7/00
Address:  3467 W. Hillsboro Blvd
Suite 2
Deerfield Beach, FL 33442

<PAGE>
                                    Exhibit A
                          General Terms and Conditions:

1.0      Grant of Non-Exclusive Rights: During the term of this Agreement,
         Sponsor grants to iVillage, a non-exclusive license to reproduce, copy,
         publish, and distribute Sponsor's Marks throughout the world, in
         connection with Sponsor's advertisement(s) placed on the iVillage
         Network in a manner as provided for by this Agreement. iVillage
         acknowledges that all material goodwill associated with its use of the
         Sponsor Marks shall inure to the benefit of Sponsor. Sponsor further
         grants iVillage the right to link to Sponsor's WWW Site, from the
         iVillage Network, to the extent necessary for iVillage to perform its
         duties and obligations hereunder and to the extent applicable to this
         Agreement. Sponsor agrees that any and all goodwill arising from or
         related to any use of any of the iVillage Marks by Sponsor pursuant to
         this Agreement will inure exclusively to the benefit of iVillage,
         regardless of where Sponsor Marks reside.

2.0      Ownership of Rights: Sponsor and iVillage each acknowledge and agree
         that: (a). as between the each other, each owns all right, title and
         interest in its Marks and all derivatives thereof; (b). nothing in this
         Agreement will confer in the other party any right of ownership in the
         Marks; (c) it will not contest the validity of any of the Marks of the
         other party; (d). no licenses or rights are granted by either party
         except as expressly set forth in this Agreement; and (e) as between
         iVillage and Sponsor, iVillage owns all right, title and interest in
         any and all iVillage Member/Visitor/Subscriber data (both personal and
         aggregate) derived pursuant to this Agreement.

3.0      Publicity: If so desired, iVillage and Sponsor may agree in the future
         to collaborate on a joint press release ("Press Release") the terms and
         conditions of which will be mutually approved by both parties.

4.0      Submissions: As appropriate, iVillage must receive all Sponsor
         Submissions at least five business days prior to the scheduled date of
         publication for each relevant Sponsor Submission. In the event iVillage
         does not receive a Sponsor Submission prior to the applicable deadline;
         iVillage may publish in substitution any prior Sponsor Submission until
         such time as iVillage can reasonably begin publication of the
         promotion. If no such prior Sponsor Submission is available, iVillage
         may publish in substitution any material it deems appropriate, in its
         sole discretion, until such time as iVillage can reasonably begin
         publication of the promotion. All changes to and/or cancellations of
         Sponsor Submissions must be made in writing, with an e-mail copy sent
         to ads@mail.iVillage.com, and received by iVillage prior to the
         applicable deadline. iVillage may, in its sole discretion, refuse at
         any time and for any reason any Sponsor Submission and/or may refuse to
         publish any advertisement provided by Sponsor. All Sponsors'
         advertisements, including graphics, must comply with standard iVillage
         guidelines and iVillage approval.

5.0       Reports and Tracking:

5.1      iVillage Use of DART Reports and Tracking: iVillage and Sponsor agree
         that unless specifically stated otherwise in this Agreement, iVillage
         will be using DART (Double Click) to act as the ad server for this
         Sponsorship Agreement. iVillage and Sponsor will use the Impressions,
         Click-Through and other tracking generated by the DART server for all
         tracking and reporting purposes and Sponsor agrees to accept such DART
         data as the official basis for measuring all services to be provided
         under this Agreement.

5.2      Reports Provided To Sponsor: It is agreed that iVillage shall provide
         Sponsor with a user name and password to access online reporting
         through DART or other similar service. Any customization of reports
         requested by Sponsor or its agent or representative shall be subject to
         a reasonable charge as determined by iVillage. In addition, during the
         term of this Agreement, iVillage shall provide Sponsor with mutually
         agreed upon statistics regarding Sponsor's Co-Branded Area, where
         applicable, including traffic thereon, in accordance with iVillage's
         standard reporting formats.

5.3      Advertising Server other than DART: In the event another third party
         advertisement serving and measurement company other than DART") is used
         by Sponsor to serve and/or track Impressions, ads and Click-Throughs
         and the iVillage report (as described above in Sections 5.1 and 5.2)
         indicates a number of Impressions delivered that is greater than
         Sponsor's ad server report, then the number of Impressions indicated by
         iVillage's report will be deemed the determinative number of
         Impressions delivered during the reporting period for purposes of the
         duties and obligations related to guaranteed Impressions pursuant to
         this Agreement.

6.0      Termination:

6.1      For Cause: In addition to any additional termination provisions
         provided for in Section 4 of the Sponsorship Deliverables portion of
         this Agreement, this Agreement may be terminated by either party
         immediately upon notice if the other party: (a) becomes insolvent; (b)
         files a petition in bankruptcy; (c) makes an assignment for the benefit
         of its creditors; or (d) breaches any of its obligations under this
         Agreement in any material respect, which breach is not remedied within
         ten (10) days following written notice to such party. Except as set
         forth in the termination provisions of this Agreement, this Agreement
         can not be terminated.

6.2      Effect of Termination: The provisions of this Section 6, fees accrued
         and earned but not yet paid and Sections 2, 7, 8, 9, 10, 11, 12 and 13
         will survive any termination or expiration of the Agreement. Upon the
         termination or expiration of this Agreement by either party for any
         reason, both parties must return any information, materials or
         properties of the other party within thirty (30) days of such
         termination, or expiration, and Sponsor's advertisement (s),
         promotional listings, links and, co-branded pages will be immediately
         removed from iVillage.

7.0      Representations and Warranties: Each party represents to the other that
         (a) it has the authority to enter into this Agreement and sufficient
         rights to grant any licenses granted hereby, and (b) any material which
         is provided to the other party and displayed on the other party's site

<PAGE>

         will not (i) infringe on any third party's copyright, patent,
         trademark, trade secret or other proprietary rights or right of
         publicity or privacy, (ii) violate any applicable law, statute,
         ordinance or regulation; (iii) contain viruses, Trojan horses, worms,
         time bombs, cancelbots, or other similar harmful or deterious
         programming routines; (iv) be lewd, pornographic or obscene; or (v)
         knowingly violate any laws regarding unfair competition,
         anti-discrimination or false and misleading advertising.

8.0      General Warranty:

         WITHOUT LIMITING THE FOREGOING REPRESENTATIONS AND WARRANTIES, IVILLAGE
         MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR
         IMPLIED, THAT THE TECHNICAL FUNCTIONING OF THE IVILLAGE NETWORK,
         CO-BRANDED PAGES, BRIDGE PAGE (S) AND RELATED LINKS WILL BE ERROR FREE
         AND UNINTERRUPTED DURING THE OFFER PERIOD. IN FURTHERANCE OF THE
         FOREGOING, IVILLAGE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF
         MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE
         TECHNICAL FUNCTIONING OF THE IVILLAGE NETWORK AND RELATED LINKS.
         SPONSOR'S SOLE AND EXCLUSIVE REMEDY AGAINST IVILLAGE FOR ANY DAMAGES
         ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE BY IVILLAGE OF ITS
         OBLIGATIONS HEREUNDER AND IVILLAGE'S ENTIRE LIABILITY HEREUNDER WILL BE
         AS PROVIDED FOR IN SECTION 9 BELOW.

9.0      Limitation of Liability Disclaimer Indemnification:

9.1      LIMITATION OF LIABILITY: EXCEPT AS SET FORTH IN SECTION 8 UNDER NO
         CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL,
         CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF IT HAS BEEN
         ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING UNDER ANY PROVISION
         OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR
         ANTICIPATED PROFITS OR LOST BUSINESS. EXCEPT AS PROVIDED IN SECTION
         9.2, WITH RESPECT TO LIABILITY ARISING UNDER THE INDEMNITY PROVISION,
         AND EXCEPT FOR SPONSOR'S PAYMENT OBLIGATIONS, IN NO EVENT, WILL THE
         LIABILITY OF EITHER PARTY FOR ANY REASON AND UPON ANY AND ALL CLAIMS
         AND CAUSES OF ACTION, IN THE AGGREGATE, IN CONTRACT, TORT OR OTHERWISE,
         ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF
         EXCEED THE FEES PAID TO IVILLAGE BY SPONSOR HEREUNDER IN A TERM OF ONE
         YEAR OR LESS IN WHICH THE DAMAGES ARE INCURRED.

9.2      Indemnity: To the fullest extent permitted by law, iVillage and Sponsor
         will each indemnify, defend and hold harmless, the other and the
         other's affiliates and each of their respective officers, directors,
         agents and employees, from and against all third party claims, damages,
         losses, liabilities and expenses (including but not limited to
         reasonable attorney fees) arising out of or resulting from the
         indemnifying party's breach of (i) the duties and obligations of this
         Agreement, or (ii) its warranties and representations . Notwithstanding
         any language to the contrary, in consideration of the placement of
         Sponsor advertisements on the iVillage Network and any linkage to the
         Sponsor's Site, the Sponsor will indemnify and save iVillage and its
         affiliated and related entities harmless from and against any and all
         loss or expense arising out of the appearance of such advertisements on
         the iVillage Network, or on the Sponsor's site as linked through the
         iVillage Network, including without limitation, those resulting from
         claims or suits for defamation, violation of privacy or publicity,
         misrepresentation or copyright, trademark or patent infringement and
         from and against any and all loss or expense arising out of the use,
         purchase or consumption of any of Sponsor's products and or services.

9.3      Claims: Each party agrees to (i) promptly notify the other party in
         writing of any indemnifiable claim and give the other party the
         opportunity to defend or negotiate a settlement of any such claim at
         such other party's expense and (ii) cooperate fully with the other
         party, at that other party's expense, in defending or settling such
         claim. Both parties reserve the right, at their expense, to assume the
         exclusive defense and control of any matter otherwise subject to
         indemnification.

10.0     Confidentiality: All information in this Agreement and/or relating to
         the services performed under this Agreement is confidential.

11.0     Privacy Policy: Any use by Sponsor of Resulting Data (as defined herein
         in Exhibit B) must comply with iVillage's Privacy Policy with respect
         to the collection and/or dissemination of company specific or
         individually specific Resulting Data which Sponsor may obtain as a
         result of this Agreement. Sponsor will have no right to disclose or use
         such Resulting Data unless such data is aggregated so that iVillage-
         company-specific and iVillage Member/Subscriber/Visitor
         individual-specific information is not identified and further provided
         that such aggregated Resulting Data use is for internal business
         purposes. In no event will any Resulting Data by which individual
         iVillage Member/Visitor/Subscriber can be identified, contacted or
         grouped by email address or other personal or individual
         characteristics, be provided to Sponsor, used by Sponsor or disclosed
         by Sponsor or disclosed to or used by a third party without permission
         from each iVillage Member/Visitor/Subscriber by means of an "opt-in",
         consistent with iVillage's opt-in policies.

12.0     Miscellaneous:

12.1     Notices: All notices, requests and other communications called for by
         this Agreement will be deemed to have been given immediately if made by
         telecopy or electronic mail (confirmed by concurrent written notice
         sent first class U.S. mail, postage prepaid), if to Sponsor: and if to
         iVillage at the physical and electronic mail addresses set forth on the
         signature page of this Agreement, or to such other addresses as either
         party will specify to the other. Notice by any other means will be
         deemed made when actually received by the party to which notice is
         provided.

12.2     Interest on Late Payments, Collection Fees: Commencing on the first day
         after the date that each of the payments to iVillage becomes due,
         Sponsor will be liable for a monthly rate of interest of not more than
         1.5% per month, which interest shall be in addition to such fees due
         and owing to iVillage. In the event iVillage is unable after a
         reasonable attempt to collect the fees due from Sponsor, and is
         required to turn the account over for collection to a collection agent,
         Sponsor will be responsible for all additional collection and legal
         fees which result therefrom.


<PAGE>

12.3     Force Majeure: Neither party will be deemed to be in default of or to
         have breached any provision of this Agreement as a result of any delay,
         failure in performance or interruption of service, resulting directly
         or indirectly from acts of God, acts of civil or military authorities,
         civil disturbances, wars, strikes or other labor disputes, fires,
         transportation contingencies, interruptions in telecommunications or
         Internet services or network provider services, failure of equipment
         and/or software, other catastrophes or any other occurrences which are
         beyond such party's reasonable control.

12.4     Successors and Assigns: This Agreement will bind and inure to the
         benefit of each party's permitted successors and assigns. Neither party
         may assign this Agreement, in whole or in part, without the other
         party's prior written consent; provided, however, that either party may
         assign this Agreement without such consent in connection with any
         merger, consolidation, or any sale of all or substantially all of such
         party's assets or any other transaction in which more than fifty
         percent (50%) of such party's voting securities is transferred.
         Notwithstanding the foregoing, under no circumstances may Sponsor
         assign this Agreement to a competitor of iVillage.

12.5     Governing Law: This Agreement and the rights and obligations of parties
         hereunder shall be governed by and controlled by the laws of the State
         of New York, applicable to contracts made and performed therein without
         reference to the applicable choice of law provisions. All actions,
         proceedings or litigation relating hereto will be instituted and
         prosecuted solely within New York, New York. The parties consent to the
         jurisdiction of the state courts of New York and federal court located
         within such state and county with respect to any action, dispute, or
         other matter pertaining to/arising out of this Agreement. The parties
         agree in good faith to use reasonable efforts to resolve any and all
         conflicts and controversies between them relating to this Agreement
         informally and amicably between themselves before submitting any such
         matter for judicial resolution. EACH PARTY WAIVES THE RIGHT TO TRIAL BY
         JURY IN ANY MATTER OR DISPUTE BETWEEN THEM (AND/OR THEIR AFFILIATES)
         ARISING UNDER THIS AGREEMENT OR OTHERWISE. There is no presumption for
         or against either party as a result of such party being the principal
         drafter of this Agreement.

12.6     No Waiver: No failure of either party to exercise or enforce any of its
         rights under this Agreement will act as a waiver of such rights and no
         waiver will be effective unless made in writing and signed by an
         authorized representative of the waiving party.

12.7     Savings: In the event any provision of this Agreement will for any
         reason be held to be invalid, illegal or unenforceable in any respect,
         the remaining provisions will remain in full force and effect. If any
         provision of this Agreement will, for any reason, be determined by a
         court of competent jurisdiction to be excessively broad or unreasonable
         as to scope or subject, such provision will be enforced to the extent
         necessary to be reasonable under the circumstances and consistent with
         applicable law while reflecting as closely as possible the intent of
         the parties as expressed herein.

12.8     Entire Agreement; Amendments: This Agreement and its exhibits are the
         complete and exclusive agreement between the parties with respect to
         the subject matter hereof, superseding and replacing any and all prior
         agreements, communications, and understandings, both written and oral,
         regarding such subject matter. This Agreement may only be modified, or
         any rights under it waived, by a written document executed by both
         parties. Any contrary terms found in Sponsor's Purchase Order are null
         and void.

13.0     ONLINE COMMERCE: To the extent that this Agreement includes duties and
         obligations pertaining to online commerce the following additional
         terms provided for in this Section 13 will apply to this Agreement and
         be binding upon the parties.

13.1     Back to/Join iVillage Button: It is agreed that upon linking from the
         iVillage Network to Sponsor's WWW Site, the Sponsor WWW Site will be
         framed by the iVillage navigation (the "Frame"). The Frame will
         include, at a minimum, a back to iVillage button, a join iVillage
         button and an area where the iVillageVisitor/iVillage Member/iVillage
         Subscriber will have an opportunity to sign up for an iVillage
         Newsletter. Sponsor will not edit, modify or obstruct the Frame in any
         manner without the prior written approval of iVillage.

13.2     Customer Service, Process and Fulfillment: Sponsor is solely
         responsible for Sponsor's WWW Site, including customer service for
         users linking to Sponsor's WWW Site through the iVillage Network,
         product support, quality and availability of Sponsor products and
         processing of orders and returns. Sponsor agrees to timely notify
         customers of the status of their order(s) including the timely
         confirmation of all orders. Sponsor is solely responsible for (a)
         processing all orders for its products and (b) calculating, collecting
         and paying all appropriate taxes with the payment processing. All
         products offered via the iVillage Network will be supported by the same
         warranty and return policies as generally offered by Sponsor.

13.3     Disclaimer: iVillage and Sponsor each specifically disclaim any
         representations or warranty regarding (a) the amount of sales that
         Sponsor may generate during the Term and (b) any economic or other
         benefit that the other party might obtain through its participation in
         this Agreement

13.4     Page Views: Sponsor agrees that it will use commercially reasonable
         efforts to ensure that iVillage receives credit for all Page Views
         generated from the iVillage Visitors/iVillage Members/iVillage
         Subscribers who link from anywhere within the iVillage Network to the
         Sponsor's WWW site and will provide all documentation reasonably
         available to Sponsor as may be necessary to effectuate such credit to
         iVillage.

13.5     Reporting: Sponsor will track purchases of Sponsor products by
         customers who linked from the iVillage Network and agrees to provide
         iVillage with monthly reports in a form to be mutually agreed to by the
         parties, no less than fifteen (15) days following the end of each month
         of the Term of this Agreement. Such reports will minimally include page
         view traffic generated from the iVillage Network, including those from
         the iVillage Home Page to the Sponsor WWW Site, as well as the number
         of unique users, number of daily orders, total revenue and average
         revenue per order. All such information will be treated as Confidential
         Information.


<PAGE>

                                    Exhibit B

                                   Definitions

1.       "AOL Banner" means the banner featured across the iVillage Network
         accessible only to those iVillage Member accessing iVillage via AOL
         Links excluding chat rooms, message boards, and the following web-only
         channels: Beauty, Book Club, Click!, Elections 2000, MoneyLife,
         ParentsPlace, Pets and Shopping. Specifications: 234 X 60 pixels - 6K
         maximum file size. GIF, JPEG or rich media; no limit on loops. All text
         limit is 35 characters including spaces.

2.       "Banners" means collectively the AOL Banners and the WWW Banners,
         unless specifically, individually indicated.

3.       "Buttons" means collectively the Don't Miss Mention, the Shopping Logo
         and the Message Board Sponsorship Button, unless each is specifically,
         individually indicated.

4.       "Click-Through" means the number of times an iVillage Member/ Visitor/
         Subscriber clicks on a Link within the iVillage Network sending the
         iVillage Member/ Visitor/Subscriber to a Sponsor URL as reported by
         iVillage.

5.       "Co-Branded Areas" when applicable, means the area, or pages located on
         the iVillage Network, where Sponsor Marks and iVillage Marks are
         co-branded in conjunction with Sponsor Promotions in a way that
         maintains the iVillage Network's look and feel, style, design, etc.

6.       "Don't Miss Mentions" means the button featured on some top level and
         most sub-level pages across the iVillage Network. This is currently not
         available on Astrology.com, Parent Soup, ParentsPlace. Specifications:
         120 x 90 - 6K maximum file size. GIF, JPEG or rich media; no limit on
         loops. All text limit is 35 characters including spaces.

7.       "Don't Miss Tagline" means the tagline featured on some top level and
         most sub-level pages across the iVillage Network. This is currently not
         available on Astrology.com and Shopping. Specifications: Dimensions
         120x 90. Maximum 100 character limit including spaces.

8.       "GIF" means Graphic Interchange Format.

9.       "HTML Newsletter Taglines" (also referred to as "Mentions"), means the
         tagline featured across iVillage's HTML newsletters. Each HTML
         newsletter has three text tagline ad placements served on a rotational
         basis. Dimensions: 468 x 90. Maximum 195 character limits including
         spaces. 45 characters header text; 150 character body text. (See
         example on Exhibit C)

10.      "Impressions" means the number of times that each individual Sponsor
         placement, including but not limited to Banner, Button, "Don't Miss"
         Tagline, Newsletter Mention, Editorial Placement or Permanent Placement
         is served to a browser or email application. Unless otherwise
         specifically provided for herein, all Impressions are delivered
         throughout the iVillage Network ("RON") in the form of any combination
         of Buttons, Permanent Placements, Banner Newsletters, Don't Miss
         Taglines or Mentions at iVillage's sole discretion. Impressions will be
         run evenly throughout the Term, unless otherwise agreed to by the
         parties herein, or provided that Sponsor is not responsible for any
         circumstance that may cause Impressions to be unevenly served

11.      "iVillage Home Page" means the WWW page found at the URL
         www.iVillage.com.

12.      "iVillage Network" means the existing domestic online network of
         English language websites owned and/or controlled by iVillage which
         include channels covering leading topics of interest to women, Internet
         tools, elements and online commerce. Online as provided for herein
         includes any means or platforms for distribution of digital information
         via the Internet, now known or hereinafter developed. The rights
         granted herein to Sponsor will not apply to any future acquisitions by
         iVillage of web sites, content, channels, joint ventures or similar
         business partnerships or arrangements, if each was not a part of the
         iVillage Network as of the Effective Date herein.

13.      "iVillage Marks" means the trademarks, service marks, logos and other
         distinctive brand features of iVillage that are used in or relate to
         the iVillage Network.

14.      "iVillage Member" means anyone who completes the iVillage.com (or
         similar) registration form on an iVillage.com site. Also some members
         request no email from us and therefore cannot be contacted that way -
         only via the site itself.

15.      "iVillage Visitor" means any individual who comes to an iVillage.com
         site and views at least one page.

16.      "JPEG" means Joint Photographic Experts Group format.

17.      "Jump Page" means the world wide web page hosted by Sponsor which (i)
         includes content and has a design which is mutually agreed upon by the
         parties; (ii) combines Sponsor and iVillage logos; and (iii) contains a
         salutation personalized for visitors from the iVillage Site.


<PAGE>

18.      "Message Board Sponsorship Button" means the Sponsor button featured
         across all iVillage Message Boards adjacent to banner at top of boards.
         Must be specifically included in the Agreement, or it does not apply.
         Specifications: 120 x 60 pixels - 5K maximum file size. GIF, JPEG or
         rich media; no limit on loops. Alt text is 35 characters including
         spaces.

19.      "Page View" means a single viewing of a WWW page, whether or not the
         viewer acts on an advertisement located on that WWW page or not.

20.      "Permanent Placements" means a permanent link or a permanent placement
         of Sponsor's promotion in a designated manner and of the iVillage
         Network as more specifically defined pursuant to sponsorship
         deliverable on page one herein.

21.       "Resulting Data" means the collection or sharing over of personally
          identifiable information obtained on iVillage
          Members/Visitors/Subscribers as a result of use of the iVillage
          Network, Co-Branded Pages, Sites or Sponsor's Web Site.

22.      "Shopping Logo" means the logo featured on the front page and other
         relevant areas of the shopping channel of the iVillage Network.
         Specifications: 88 x 31 pixels - 4K maximum file size. GIF, JPEG or
         rich media; no limit on loops. No alternate text allowed.

23.      "Special Offer" means any promotions offered exclusively to iVillage
         Visitors and/or Members by Sponsor, which consist of the specifics as
         more clearly defined on page one of this Agreement.

24.      "Sponsor Marks" means all trademarks, service marks, logos and other
         distinctive brand features of Sponsor that are used in Sponsor's
         advertising.

25.      "Sponsor's WWW Site" means Sponsor site located at a specific URL on
         the world wide web.

26.      "Sponsor Submission" means any graphic (GIF) file, text file, or file
         of such other format as iVillage may designate from time to time,
         supplied by Sponsor to be published by iVillage on the iVillage Network
         and which may contain a link to Sponsor's site or to a Web site
         specified by Sponsor and agreed to by iVillage or any and all
         information and items necessary for iVillage's publication of any
         material supplied by Sponsor, including changes and updates thereto.

27.      "URL" means an address identifying among other things, the server on
         which a WWW page or WWW site resides.

28.      "WWW Banner" means the banner featured across the iVillage Network and
         in HTML newsletters. WWW Banner specifications: 468 x 60 pixels -
         10Kmaximum file size. GIF, JPEG or rich media; no limit on loops. Alt
         text limit is 35 characters including space. WWW Banner is
         significantly different from an AOL Banner.

29.      "WWW" means the world wide web.