Sample Business Contracts

Intellectual Property License and Preservation Agreement [Amendment] - Martha Stewart Living Omnimedia Inc. and Martha Stewart

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                                                             EXECUTION COPY

                                                September 17, 2004

Martha Stewart
48 Turkey Hill Road South
Westport, Connecticut 06880

Dear Martha:

     Reference is made to that certain Intellectual Property License and
Preservation Agreement (the "IP License Agreement"), dated as of October
22, 1999, by and between Martha Stewart ("Licensor") and Martha Stewart
Living Omnimedia, Inc. (the "Company").

     This letter will confirm the agreement of Licensor and the Company
that, notwithstanding the changes in Licensor's positions and
responsibilities with respect to the Company on or after June 4, 2003,
Licensor shall be deemed to be in "Control" (as such term is used in the IP
License Agreement) for the purposes of clause (x) of the definition thereof
(1) until such time as Licensor has been released from imprisonment in
connection with her conviction prior to the Effective Date and (2)
following her release from imprisonment so long as either (A) Licensor is
serving as Chairman of the Board of Directors (the "Board") of the Company
or (B) (i) Licensor shall not have made a request to the Board to be
appointed Chairman of the Board or (ii) if Licensor shall have made the
request referred to in clause (i), the Board has failed to appoint Licensor
as its Chairman and a period of less than 10 days has elapsed since the
date of receipt by the Board of such request or (C) Licensor shall be
unable to serve as Chairman of the Board by reason of any legal restraint
imposed by a governmental entity.

     If you are in agreement with the aforementioned, please indicate your
acceptance by signing where indicated below.

                                       Very truly yours,

                                       MARTHA STEWART LIVING OMNIMEDIA, INC.

                                       By:   /s/ Sharon L. Patrick
                                          Name:  Sharon L. Patrick
                                          Title: President and Chief
                                                 Executive Officer

Agreed to and Accepted as
of the date above written:

/s/ Martha Stewart
Martha Stewart