BANKCARD MARKETING AGREEMENT

THIS AGREEMENT, made this 4th day of June, 1998, by and between iVILLAGE, INC., a Delaware corporation having its principal office at 170 Fifth Avenue, New York, New York 10010 (the "Company") and FIRST CREDIT CARD SERVICES USA L.L.C., a Delaware limited liability company ("FCCSU-LLC") sometimes referred to as the "Parties" and individually as a "Party". This Agreement is made together with the Bank Card Issuance and Servicing Agreement by and between FIRST USA BANK ("FUSA") and the Company of even date herewith (the "Issuance and Servicing Agreement").

RECITALS:

WHEREAS, FCCSU-LLC assists FUSA in connection with the ongoing efforts of FUSA to market its various Master Card and/or Visa consumer credit products and related services (hereinafter referred to as "Credit Card (s)") to the general public;

WHEREAS, this Agreement has been negotiated and executed by FCCSU-LLC and the Company in connection with those efforts of FUSA in order to document the terms of their agreement concerning the marketing of Credit Cards to the officers, directors, employees, subscribers, customers and users of Company's on-line services (the "Company Users" or "Users"), including a Credit Card which bears the name and logo of the Company on the face thereof (the "iVILLAGE-branded Credit Card"), and the subsequent and immediate acquisition of the underlying account relationships by FUSA;

WHEREAS, FCCSU-LLC has agreed, subject to the terms and conditions hereinafter contained, to market Credit Cards, including the iVILLAGE-branded Credit Card, to Company Users on behalf of FUSA in the manner and to the extent set forth in this Agreement;

WHEREAS, immediately upon the successful completion of the marketing acquisition efforts of FCCSU-LLC as determined by FUSA and FCCSU-LLC in theirs ole and absolute discretion, the underlying accounts will be immediately sold by FCCSU-LLC to FUSA so that the account in question can then be serviced by FUSA in accordance with its then current business practices and serviced by FUSA in the manner contemplated by the Issuance and Servicing Agreement and in a manner consistent with the then current business practices of FUSA;

WHEREAS, the Company is willing to endorse the offering of FUSA's Credit Card (s) to and among the Company Users subject to the terms and conditions contained in this Agreement and in the Issuance and Servicing Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. License to Use Marks.

(a) During the term of this Agreement, FCCSU-LLC shall have the limited right and license, for the purpose of fulfilling all of the obligations contained within this Agreement, to use the current and future respective name, trademarks, service marks, copyrights and logo of the Company (collectively, the "Marks") solely in connection with FCCSU-LLC's marketing of FUSA's Credit Card (s) to Company Users under this Agreement (the "Program"). Examples of Company's current Marks are set forth in Exhibit B attached hereto. Such right and license is restricted to the products and services described herein and shall not apply or extend to any other product or service. Subject to and consistent with the rules and regulations of Visa and Master Card, FCCSU-LLC shall comply with the standards established by the Company with respect to the form of the Marks and their usage.

(b) Subject to the foregoing, each of the parties hereto is and shall remain the owner of all rights in and to its name and logo, as the same now exist or as they may hereafter be modified, including all rights in and to any copyright, trademark, service mark and/or like rights pertaining thereto. Any and all rights to Company's Marks not herein specifically granted and licensed to FCCSU-LLC are reserved to Company. Upon the termination of this Agreement, all rights conveyed by Company to FCCSU-LLC with respect to the use of Company's Marks shall cease, and all such rights shall revert to Company. Upon termination of this Agreement, FCCSU-LLC shall have no further right to market FUSA's card member products using the Company Marks or to further utilize any promotional materials containing the Company Marks.

2. Customer Lists.

(a) In the event that direct mail becomes a marketing method used, the Parties agree to work together in conformity with any applicable rules, regulations and/or privacy policies established to determine the method by which FCCSU-LLC can be provided with mailing lists of the Company Users, including names, addresses (residential and e-mail), residential telephone numbers (where available), and all other data pertaining to Company Users, via magnetic tape, cartridge, or any other media which is mutually agreed upon (the "Lists"). All Lists shall be provided to FCCSU-LLC by Company at no cost to FCCSU-LLC.

(b) FCCSU-LLC shall use the Lists provided by Company on a basis consistent with the intent and terms of this Agreement, i. e. to market Credit Cards on behalf of FUSA, and shall not rent, use or permit any third party handling such Lists to use them for any other purpose. FCCSU-LLC shall not rent or otherwise make available such Lists to any third party (except for the purposes of fulfilling obligations under this Agreement) without the express written consent of Company. The Lists provided by Company are and shall remain the sole property of Company provided they have been provided to FCCSU-LLC by Company at no expense to FCCSU-LLC, except to the extent that such Company names are available to FCCSU-LLC from another source. FCCSU-LLCwill, subject to applicable law requiring their retention, return such Lists to Company or destroy them upon the termination of this Agreement.

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