Sponsorship Agreement [Amendment No. 1] - PlanetRx.com Inc. and iVillage Inc.
FIRST AMENDMENT TO SPONSORSHIP AGREEMENT
This FIRST AMENDMENT ("Amendment"), effective as of June 19, 2000, by
and between PlanetRx.com, Inc., a Delaware Corporation ("PlanetRx") with its
principal place of business located at 349 Oyster Point Blvd., Suite 201, San
Francisco, CA 94080 and iVillage Inc., a Delaware Corporation with a business
address at 212 Fifth Avenue, New York. New York 10010 ("iVillage"), hereby
amends that certain Sponsorship Agreement, dated September 3, 1999 between
PlanetRx and iVillage ("Agreement") as follows:
1. The address for iVillage Inc. stated in the first paragraph of the
Agreement as "170 Fifth Avenue" shall be replaced with "212 Fifth Avenue."
2. Exhibit A to the Agreement entitled "Exhibit A: Online Carriage
Plan" shall be replaced in its entirety with Exhibit A to the First Amendment
entitled "Exhibit A Revised Online Carriage Plan", attached hereto and
incorporated by reference (hereinafter referred to as "Revised Exhibit").
3. In Paragraph 2 of the Agreement. (a) "a minimum of 950,000,000
online-impressions" shall be stricken and replaced with "a minimum of
582,416,667 online-impressions"; (b) "during the second 12 months, 298 million
impressions" shall be stricken and replaced with "during the first month of the
second 12 months (the month of September), 24,833,333 impressions and during the
next eleven months of the second 12 months 136,583,334 for a total of
161,416,667 impressions for such twelve month period"; (c) "during the third 12
months, 462 million impressions" shall be stricken and replaced with "during the
third 12 mouths, 231 million impressions".
4. Paragraph 3 of the Agreement, entitled "Off-line
Promotions/Impressions Commitment", shall be stricken and replaced, with the
following:
"iVillage shall promote PlanetRx off-line in accordance with an
off-line promotion plan to mutually agree in writing by the parties and attached
hereto as Exhibit B, with such plan to include a specific minimum off-line
impression commitment."
5. Paragraph 5 of the Agreement, entitled "Exclusivity", shall be
stricken and replaced with the following:
"Exclusivity. During the Term of this Agreement and as long as PlanetRx is
not in breach of any agreement with iVillage, iVillage shall not accept
promotional paid advertising from CVS.com and Drugstore.com and any
successor sites of same; provided however, the foregoing shall not
prohibit iVillage from completing its obligations under the Agreement
described in Exhibit D. During the Term of this Agreement and as long as
PlanetRx is not in breach of any agreement with iVillage, PlanetRx shall
remain iVillage's premier on-line pharmacy partner and shall be the sole
entity whose primary business is the online retailing of a broad array of
prescription and over the counter medicinal products and health and beauty
products (including but not limited to, Drugstore.com, CVS.com, GNC.com,
Soma.com, healthquick.com, healthshop.com, mereckmedco.com, mybasics.com,
durgemporium.com, express scripts/valuerx, enutrition, megarx, healthzone,
homepharamacy, pcs health systems, acumins eckerds, homepharmacy,
yourpharmacy.com, greentree.com, more.com, mothernature.com, selfcare.com,
walgreens.com, vitaminshoppe.com and Rx.com) with respect to the
following:
<PAGE>
A. placement on the iVillage NetworkHomepage (or successor site)
homepage as part of the retail program;
B. inclusion in dedicated member mailing services; and
C. permanent placement on the shopping channel homepage (or successor
site)."
6. The following subsections of Paragraph 6 of the Agreement, entitled
"Payment", shall be stricken and replaced with the following:
(a) "A. Subject to the terms of this Agreement, in consideration
of the terms of this Agreement, PlanetRx agrees to pay
iVillage a total amount of U.S. $9,270,812.50 as PlanetRx's
total payment obligation under the Agreement, payable, as
follows:"
(b) "(ii) Year Two Payments: Total of U.S. $2,545,562,50, payable
in monthly installments as follows: The first installment
representing the first month of the second year shall be for a
total of U.S.$391,625, due on or before September 1, 2000,
with eleven subsequent installment payments of U.S.
$195,812.50, each due on the first day of each of the
following 11 months."
(c) "(iii) Year Three Payments: Total of U.S. $3,575,250, payable
in monthly installments, as follows: The first installment
shall be for a total of U.S. $297,937.50 due on or before
September 1, 2001, with eleven subsequent installments of U.S.
$297,937.50, each due on the first day of the following 11
months."
"C. All payments made via wire transfer should be directed as
follows: Chase Manhattan Bank, 1411 Broadway, New York, New
York 10018; Account name: iVillage Inc.: ABA# 021000021;
Account #: 020-923406; Reference: PlanetRx. All payments made
via check, should be sent to: iVillage Inc., 212 Fifth Avenue,
New York, New York 10010; Attention: Accounts Receivable."
7. The following shall be appended after subsection C of Paragraph 6 of
the Agreement, entitled "Payment":
(a) "D. Timely payment by PlanetRx to iVillage in accordance with
the terms and conditions of this Agreement is a prerequisite
to the delivery of respective Impressions by iVillage.
PlanetRx's failure to make timely payment in accordance with
the terms and conditions of this Agreement shall be considered
a material breach of this Agreement."
With respect to previous payments made under the Agreement, PlanetRx
and iVillage agree and acknowledge that PlanetRx has paid two million three
hundred sixty two thousand five hundred dollars (U.S. $2,362,500) as of the
effective date of this Amendment. Except as expressly modified in this
Amendment, all terms and conditions of the Agreement shall remain unchanged and
in full force and effect.
2
<PAGE>
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have each executed and delivered this Amendment as of the date first
above written.
PlanetRx.com, Inc. iVillage Inc.
Steve Valenzuela Steve Elkes
---------------------------------- ----------------------------------
(Name) (Name)
CFO Senior Vice President
---------------------------------- ----------------------------------
(Title) (Title)
6/19/00
---------------------------------- ----------------------------------
(Date) (Date)
/s/ Steve Valenzuela /s/ Steve Elkes
---------------------------------- ----------------------------------
(Signature) (Signature)
3
<PAGE>
Exhibit A:
----------
Online
------
Carriage Plan
-------------
Type Size of Creative Channel % of % of Total
---- ---------------- ------------ ---- -----
Channel (if appropriate) Total Carriage Channel # of Impressions
------- ---------------- -------------- ------- ----------------
950,000,000
iVillage Home
Page 23.0% 100.0% 218,500,000
iVillage Home Permanent placement on the iVillage: Lets 91.0% 198,835,000
Page iVillage.com homepage as part of Discuss
the iVillage "Stores" area.
Placement will be above the fold.
iVillage Home Placement on the top right hand 120X60 9.0% 19,665,000
Page corner of the iVillage.com
homepage. Placement will appear
on 10% of pages views. This
represents a 10% share of voice.
Total 218,500,000
------------------------------------------------------------------------------------------------------------------------------------
Better Health 15.0% 100.0% 142,500,000
Better Health Permanent placement on the 100 characters 22.5% 32,062,500
Better Health homepage. (including
Placement will be above the "Don't spaces)
Miss" box.
Better Health Placement on the top right hand 120X60 5.6% 8,015,625
corner of the Better Health
homepage. Placement will appear
on 25% of pages views. This
represents a 25% share of voice.
Year 1 Year 2 Year 2** Year 3 Year 3
------ ------ -------- ------ ------
Impressions Impressions Impressions Impressions Impressions
----------- ----------- ----------- ----------- -----------
Adjusted Adjusted
-------- --------
190,000,000 298,000,000 161,416,667 462,000,000 231,000,000
iVillage Home
Page 43,700,000 68,540,000 37,125,833 106,260,000 53,130,000
iVillage Home Permanent placement on the 39,767,000 62,371,400 33,784,508 96,696,600 48,348,300
Page iVillage.com homepage as part of
the iVillage "Stores" area.
Placement will be above the fold.
iVillage Home Placement on the top right hand 3,933,000 6,168,600 3,341,325 9,563,400 4,781,700
Page corner of the iVillage.com
homepage. Placement will appear
on 10% of pages views. This
represents a 10% share of voice.
Total 43,700,000 68,540,000 37,125,833 106,260,000 53,130,000
------------------------------------------------------------------------------------------------------------------------------------
Better Health 28,500,000 44,700,000 24,212,500 69,300,000 34,650,000
Better Health Permanent placement on the 6,412,500 10,057,500 5,447,813 15,592,500 7,796,250
Better Health homepage.
Placement will be above the "Don't
Miss" box.
Better Health Placement on the top right hand 1,603,125 2,514,375 1,361,953 3,898,125 1,949,063
corner of the Better Health
homepage. Placement will appear
on 25% of pages views. This
represents a 25% share of voice.
<PAGE>
Better Health Permanent placement on the iVillage: Lets 10.0% 14,250,000
homepage of all "Main Centers" Discuss
within the Better Health site.
Better Health Permanent placement on the 120X60 7.5% 10,687,500
results pages of the Better Health
"Drug Search." Placements will be
in the top right hand corner of the
page.
Better Health Permanent Placement on a 120X60 10.0% 14,250,000
minimum of 25 unique message
boards for the duration of the
agreement. Appropriate message
boards will be mutually agreed
upon by both parties
Better Health Permanent placement on the iVillage: Lets 4.0% 5,700,000
results page of the Personal Discuss
Health Report. Text messages will
be targeted based on the
recommendations of the report.
The content of the messages will
be mutually agreed upon by the
parties.
Better Health PlanetRx messaging will be placed iVillage: Lets 7.5% 10,687,500
into the Better Health newsletter Discuss
12 times per year. Only those
newsletters that are opened by the
user will count toward the
impression guarantee. Each
mailing will have a minimum of
1.25 million newsletters.
Better Health Permanent placement on disease iVillage: Lets 32.9% 46,846,875
and conditions pages under a Discuss
"related products" or similar
heading. Text link will be
contextually integrated with
content of page. Relevant pages
will be mutually agreed upon by
both parties
Better Health Permanent placement on the 2,850,000 4,470,000 2,421,250 6,930,000 3,465,000
homepage of all "Main Centers"
within the Better Health site.
Better Health Permanent placement on the 2,137,500 3,352,500 1,815,938 5,197,500 2,598,750
results pages of the Better Health
"Drug Search." Placements will be
in the top right hand corner of the
page.
Better Health Permanent Placement on a 2,850,000 4,470,000 2,421,250 6,930,000 3,465,000
minimum of 25 unique message
boards for the duration of the
agreement. Appropriate message
boards will be mutually agreed
upon by both parties
Better Health Permanent placement on the 1,140,000 1,788,000 968,500 2,772,000 1,386,000
results page of the Personal
Health Report. Text messages will
be targeted based on the
recommendations of the report.
The content of the messages will
be mutually agreed upon by the
parties.
Better Health PlanetRx messaging will be placed 2,137,500 3,352,500 1,815,938 5,197,500 2,598,750
into the Better Health newsletter
12 times per year. Only those
newsletters that are opened by the
user will count toward the
impression guarantee. Each
mailing will have a minimum of
1.25 million newsletters.
Better Health Permanent placement on disease 9,369,375 14,695,125 7,959,859 22,782,375 11,391,188
and conditions pages under a
"related products" or similar
heading. Text link will be
contextually integrated with
content of page. Relevant pages
will be mutually agreed upon by
both parties
<PAGE>
Total 142,500,000
------------------------------------------------------------------------------------------------------------------------------------
Shopping
Channel 4.5% 100.0% 42,750,000
Shopping Permanent placement on the 88X31 30.0% 12,825,000
Channel homepage of the shopping
channel. Logo will be placed on
the right hand side.
Shopping Permanent placement in the form text: TBD 5.0% 2,137,500
Channel of a text link and a rotating logo: 88X31
branded logo on the front page of
all relevant departments within the
iVillage Shopping channel.
Relevant departments include, but
are not limited to, Beauty, Health
and Sports, and Food and Drink.
As new departments are
developed, both parties will
mutually argee upon whether
PlanetRx is relevant.
Shopping Placement on the top right hand 120X60 15.0% 6,412,500
Channel corner of the Shopping channel
homepage. Placement will appear
on 10% of pages views. This
represents a 10% share of voice.
Shopping ***Prominent presence in ALL iVillage: Lets 30.0% 12,825,000
Channel Utilitarian features throughout the Discuss
shopping channel. Examples
include Holiday Gift Guides, Gift
Finders, Featured Products,
Nicole's Finds and the gift
Reminder Service. Also includes
all other contextually relevant
placements for Planet Rx within
the Shopping Channel.
Total 28,500,000 44,700,000 24,212,500 69,300,000 34,650,000
------------------------------------------------------------------------------------------------------------------------------------
Shopping
Channel 8,550,000 13,410,000 9,107,625 20,790,000 13,513,500
Shopping Permanent placement on the 2,565,000 4,023,000 2,179,125 6,237,000 4,054,050
Channel homepage of the shopping
channel. Logo will be placed on
the right hand side.
Shopping Permanent placement in the form 427,500 670,500 363,188 1,039,500 675,675
Channel of a text link and a rotating
branded logo on the front page of
all relevant departments within the
iVillage Shopping channel.
Relevant departments include, but
are not limited to, Beauty, Health
and Sports, and Food and Drink.
As new departments are
developed, both parties will
mutually argee upon whether
PlanetRx is relevant.
Shopping Placement on the top right hand 1,282,500 2,011,500 1,089,563 3,118,500 2,027,025
Channel corner of the Shopping channel
homepage. Placement will appear
on 10% of pages views. This
represents a 10% share of voice.
Shopping ***Prominent presence in ALL 2,565,000 4,023,000 4,023,000 6,237,000 6,237,000
Channel Utilitarian features throughout the
shopping channel. Examples
include Holiday Gift Guides, Gift
Finders, Featured Products,
Nicole's Finds and the gift
Reminder Service. Also includes
all other contextually relevant
placements for Planet Rx within
the Shopping Channel.
<PAGE>
Shopping PlanetRx messaging will be placed iVillage: Lets 20.0% 8,550,000
Channel into the Shopping newsletter 6 Discuss
times per year. Only those
newsletters that are opened by the
user will count toward the
impression guarantee. Each
mailing will have a minimum of
900 thousand newsletters.
Total 42,750,000
------------------------------------------------------------------------------------------------------------------------------------
*Diet &
Fitness /
Beauty
Channel 11.0% 100.0% 104,500,000
Diet & Permanent placement on the 100 30.0% 31,350,000
Fitness/Beauty Better Health homepage. characters
Channel Placement will be below the "Don't (including
Miss" box. spaces)
Diet & Placement on the top right hand 120X60 3.0% 3,135,000
Fitness/Beauty corner of the Diet & Fitness and
Channel Beauty channel homepages.
Placement will appear on 10% of
pages views. This represents a
10% share of voice.
Diet & Prominent presence in ALL iVillage: Lets 15.0% 15,675,000
Fitness/Beauty Utilitarian features throughout the Discuss
Channel Diet & Fitness and Beauty
channels. Examples include the
Health Calculator and Keyboard
Yoga.
Diet & Permanent Placement on a 120X60 7.5% 7,837,500
Fitness/Beauty minimum of 10 unique message
Channel boards for the duration of the
agreement. Appropriate message
boards will be mutually agreed
upon by both parties
Shopping PlanetRx messaging will be placed 1,710,000 2,682,000 1,452,750 4,158,000 2,702,700
Channel into the Shopping newsletter 6
times per year. Only those
newsletters that are opened by the
user will count toward the
impression guarantee. Each
mailing will have a minimum of
900 thousand newsletters.
Total 8,550,000 13,410,000 9,107,625 20,790,000 15,696,450
------------------------------------------------------------------------------------------------------------------------------------
*Diet &
Fitness /
Beauty
Channel 20,900,000 32,780,000 17,755,833 50,820,000 25,410,000
Diet & Permanent placement on the 6,270,000 9,834,000 5,326,750 15,246,000 7,623,000
Fitness/Beauty Better Health homepage.
Channel Placement will be below the "Don't
Miss" box.
Diet & Placement on the top right hand 627,000 983,400 532,675 1,524,600 762,300
Fitness/Beauty corner of the Diet & Fitness and
Channel Beauty channel homepages.
Placement will appear on 10% of
pages views. This represents a
10% share of voice.
Diet & Prominent presence in ALL 3,135,000 4,917,000 2,663,375 7,623,000 3,811,500
Fitness/Beauty Utilitarian features throughout the
Channel Diet & Fitness and Beauty
channels. Examples include the
Health Calculator and Keyboard
Yoga.
Diet & Permanent Placement on a 1,567,500 2,458,500 1,331,688 3,811,500 1,905,750
Fitness/Beauty minimum of 10 unique message
Channel boards for the duration of the
agreement. Appropriate message
boards will be mutually agreed
upon by both parties
<PAGE>
Diet & PlanetRx messaging will be placed iVillage: Lets 5.0% 5,225,000
Fitness/Beauty into the Never Say Diet Discuss
Channel and Fitness & Beauty newsletters 6
times per year each. Only those
newsletters that are opened by the
user will count toward the
impression guarantee. Combined
newsletter mailings will have a
minimum of 500,000 newsletters.
Diet & Permanent placement on relevant iVillage: Lets 39.5% 41,277,500
Fitness/Beauty pages under a "related products" Discuss
Channel heading. Text link will be
contextually integrated with
content of page. Relevant pages
will be mutually agreed upon by
both parties
Total 104,500,000
------------------------------------------------------------------------------------------------------------------------------------
iBaby/iMatern
ity/Other
iVillage
commerce
companies 4.5% 100.0% 42,750,000
iBaby/Imaterni Placement of the PlanetRx logo as iVillage: Lets 70.0% 29,925,000
ty/Other a preferred partner at the end of Discuss
Shopping each shopping experience, I.e.,
order confirmation page, for each
iVillage commerce company.
iBaby/Imaterni Inclusion on the iBaby order iVillage: Lets 10.0% 4,275,000
ty/Other confirmation email for at least 5% Discuss
Shopping of the time througthout the term of
the agreement.
iBaby/Imaterni PlanetRx messaging will be placed iVillage: Lets 20.0% 8,550,000
ty/Other into the monthly newsletters to Discuss
Shopping iBaby members at least 4 times
per year.
Total 42,750,000
------------------------------------------------------------------------------------------------------------------------------------
Diet & PlanetRx messaging will be placed 1,045,000 1,639,000 887,792 2,541,000 1,270,500
Fitness/Beauty into the Never Say Diet
Channel and Fitness & Beauty newsletters 6
times per year each. Only those
newsletters that are opened by the
user will count toward the
impression guarantee. Combined
newsletter mailings will have a
minimum of 500,000 newsletters.
Diet & Permanent placement on relevant 8,255,500 12,948,100 7,013,554 20,073,900 10,036,950
Fitness/Beauty pages under a "related products"
Channel heading. Text link will be
contextually integrated with
content of page. Relevant pages
will be mutually agreed upon by
both parties
Total 20,900,000 32,780,000 17,755,833 50,820,000 25,410,000
------------------------------------------------------------------------------------------------------------------------------------
iBaby/iMatern 8,550,000 13,410,000 7,263,750 20,790,000 10,395,000
ity/Other
iVillage
commerce
companies
iBaby/Imaterni Placement of the PlanetRx logo as 5,985,000 9,387,000 5,084,625 14,553,000 7,276,500
ty/Other a preferred partner at the end of
Shopping each shopping experience, I.e.,
order confirmation page, for each
iVillage commerce company.
iBaby/Imaterni Inclusion on the iBaby order 855,000 1,341,000 726,375 2,079,000 1,039,500
ty/Other confirmation email for at least 5%
Shopping of the time througthout the term of
the agreement.
iBaby/Imaterni PlanetRx messaging will be placed 1,710,000 2,682,000 1,452,750 4,158,000 2,079,000
ty/Other into the monthly newsletters to
Shopping iBaby members at least 4 times
per year.
Total 8,550,000 13,410,000 7,263,750 20,790,000 10,395,000
------------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Network
Wide
Promotions
Network Wide Inclusion into the Care Packages To be Extra
Promotions for Women sweepstakes. Size of mutually
prize supplied by PlanetRx will be agreed upon
mutually agreed upon by the
parties.
Network Wide Inclusion into the holiday and To be Extra
Promotions seasonal promotions. PlanetRx mutually
will determine the size/make up of agreed upon
promotions offered.
------------------------------------------------------------------------------------------------------------------------------------
ROS 39.0% 100.0% 433,733,625
ROS ROS Banners served on a WWW: 468X60 67.5% 292,770,197
rotational basis thougthout the AOL: 234X60
iVillage network. Impressions will
be concentrated in contextually
relevant areas of the network
ROS Buttons placed strategically 120X90 12.5% 54,216,703
thoughtout the iVillage network.
Placements will be geared towards
the concept of editorial
adjacencies where targeted
messaging can be placed adjacent
ot relevant content
ROS Placement in "Don't Miss" boxes. 100 15.0% 65,060,044
Placements will be placed characters
strategically thoughtout the iVillage (including
network. Placements will be spaces)
geared towards the concept of
editorial adjacencies where
targeted messaging can be placed
adjacent ot relevant content
Network
Wide
Promotions
Network Wide Inclusion into the Care Packages Extra Extra Extra Extra Extra
Promotions for Women sweepstakes. Size of
prize supplied by PlanetRx will be
mutually agreed upon by the
parties.
Network Wide Inclusion into the holiday and Extra Extra Extra Extra Extra
Promotions seasonal promotions. PlanetRx
will determine the size/make up of
promotions offered.
------------------------------------------------------------------------------------------------------------------------------------
ROS 74,800,000 117,310,000 59,751,125 181,872,500 84,030,550
ROS ROS Banners served on a 50,490,000 79,184,250 40,332,009 122,763,938 56,720,621
rotational basis thougthout the
iVillage network. Impressions will
be concentrated in contextually
relevant areas of the network
ROS Buttons placed strategically 9,350,000 14,663,750 7,468,891 22,734,063 10,503,819
thoughtout the iVillage network.
Placements will be geared towards
the concept of editorial
adjacencies where targeted
messaging can be placed adjacent
ot relevant content
ROS Placement in "Don't Miss" boxes. 11,220,000 17,596,500 8,962,669 27,280,875 12,604,583
Placements will be placed
strategically thoughtout the iVillage
network. Placements will be
geared towards the concept of
editorial adjacencies where
targeted messaging can be placed
adjacent ot relevant content
<PAGE>
ROS PlanetRx messaging will be placed 150 5.0% 21,686,681
throughout iVillage's suite of over characters
9 million newsletters emailed (including
weekly and focused on all ivillage spaces) and
newsletters. Placements will be 45 character
located at the bottom of the HTML header.
newsletters.
Total 433,733,625
------------------------------------------------------------------------------------------------------------------------------------
Member
Mailing 2.8% 100.0% 31,217,500
Member iVillage will distribute emails to 100.0% 31,217,500
Mailing membership base with PlanetRx
messaging. PlanetRx will be the
sole content provider of the
emails. Emails will be sent 2
times per year.
Total 100.0% 31,217,500
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Total 99.8% 1,111,416,667
------------------------------------------------------------------------------------------------------------------------------------
ROS PlanetRx messaging will be placed 3,740,000 5,865,500 2,987,556 9,093,625 4,201,528
throughout iVillage's suite of over
9 million newsletters emailed
weekly and focused on all ivillage
newsletters. Placements will be
located at the bottom of the HTML
newsletters.
Total 74,800,000 117,310,000 59,751,125 181,872,500 84,030,550
------------------------------------------------------------------------------------------------------------------------------------
Member
Mailing 5,000,000 7,850,000 6,200,000 12,167,500 7,688,000
Member iVillage will distribute emails to 5,000,000 7,850,000 6,200,000 12,167,500 7,688,000
Mailing membership base with PlanetRx
messaging. PlanetRx will be the
sole content provider of the
emails. Emails will be sent 2
times per year.
Total 5,000,000 7,850,000 6,200,000 12,167,500 7,688,000
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Total 99.8% 190,000,000 298,000,000 161,416,667 462,000,000 231,000,000
------------------------------------------------------------------------------------------------------------------------------------
*Overall ** Year 2 impressions to be ***Row 44,
impressions in delivered according to the "utulitarian
the Diet & following schedule. September 1- features of the
Fitness and 30, 2000 = 24,833,333 Shopping
Beauty impressions, October 1, 2000 - Channel"
Channels August 31, 2001 = 136,583,334 impression
section to be impressions. figures not to
split 35% Diet be changed
& Fitness from original
Channel and contract
65% Beauty numbers
Channel
Exhibit B:
----------
Off-Line
--------
Carriage Plan
-------------
<PAGE>
Media Type Total
# of Impressions
iVillage: Lets TV or Radio 50,000,000
Discuss
Media Type Year 1 Year 2 Year 2 Year 3 Year 3
----- ---- ------ ------ ------ ------ ------
Impressions Impressions Impressions Impressions Impressions
----------- ----------- ----------- ----------- -----------
Adjusted Adjusted
-------- --------
iVillage: Lets TV or Radio 10,000,000 15,000,000 7,500,000 25,000,000 7,500,000
Discuss