Sample Business Contracts

Interactive Services Agreement [Amendment No. 6] - America Online Inc. and iVillage Inc.

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This Sixth Amendment to Interactive Services Agreement (this "Sixth Amendment"),
effective as of February 28, 2001 (the "Sixth Amendment Effective Date"), is
made and entered into by and between America Online, Inc. ("AOL"), a Delaware
corporation with its principal offices at 22000 AOL Way, Dulles, Virginia 20166,
and iVillage, Inc. ("Interactive Content Provider" or "ICP"), a Delaware
corporation, with its principal offices at 512 Seventh Avenue, New York, NY
10018. Defined terms that are used but not defined herein shall be as defined
in the Interactive Services Agreement between AOL and ICP effective as of
December 31, 1998, as amended (collectively, the "Agreement"). The meanings
given to terms that are defined in this Sixth Amendment and which are not
defined in the Agreement shall apply in the Agreement.


AOL and ICP are parties to that certain Second Addendum to Interactive Services
Agreement effective as of February 20, 2000 (the "Second Addendum"), which
provides for certain temporary promotion by AOL of an astrology site on the
Internet controlled by ICP. Nothing herein shall invalidate or modify the
Second Addendum.

The Parties wish to amend the Agreement.

It is therefore agreed as follows:

1. Extension of Term. The Parties wish to extend the Initial Term of the
   Agreement from April 30, 2001 through May 7, 2001 (the "Fourth Extension
   Term"). The dates on which the Parties must provide the Put Notice and Call
   Notice, as defined in Section 6.1.1 and 6.1.2, respectively, of the
   Agreement, shall also be extended by seven (7) days.

2. Cash Payments. ICP shall pay AOL Sixty Two Thousand Seven Hundred Forty Five
   Dollars ($62,745) during the Fourth Extension Term.

3. In-Kind Programming and Promotion. During the Fourth Extension Term, ICP
   shall provide AOL with the equivalent of Twenty Six Thousand Seven Hundred
   Four Dollars ($26,704) made up of the in-kind commitments specified on
   Exhibit E of the Agreement in the amounts and with the bona-fide values
   listed on such exhibit.

4. Impressions Guarantee. AOL shall provide ICP with at least One Million One
   Hundred Forty Six Thousand Five Hundred Thirteen (1,146,513) Impressions from
   ICP's presence on the AOL Network during the Fourth Extension Term.

5. Order of Precedence. This Sixth Amendment is supplementary to and modifies
   the Agreement. The terms of this Sixth Amendment supersede provisions in the
   Agreement only to the extent that the terms of this Sixth Amendment and the
   Agreement expressly conflict. However, nothing in this Sixth Amendment should
   be interpreted as invalidating the Agreement, and provisions of the Agreement
   will continue to govern relations between the parties insofar as they do not
   expressly conflict with the Sixth Amendment.

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6. Counterparts; Facsimile. This Sixth Amendment may be executed in
   counterparts, each of which shall be deemed an original and all of which
   together shall constitute one and the same document. This Sixth Amendment,
   and amendments and modifications hereof, may be executed by facsimile.

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

AMERICA ONLINE, INC.                    IVILLAGE, INC.
By /s/ Jonathan R. Edson                By: /s/ Steve Elkes
   ---------------------                    ---------------
Name: Jonathan R. Edson                 Name: Steve Elkes
Title: VP, Business Affairs             Title: SVP Bus. Affairs

Confidential                        2