EXCLUSIVE SPONSORSHIP AGREEMENT

This Exclusive Sponsorship Agreement ("Agreement") is entered into as of February 28, 1998 (the "Effective Date") by and between Amazon. com, Inc., a Delaware corporation ("Amazon. com") with offices at 1516 Second Avenue, 4th Floor, Seattle, Washington 98101 and iVillage, Inc., a Delaware corporation, ("iVillage") with offices at 170 Fifth Avenue, New York, New York 10010. Amazon. com and iVillage may be referred to generically as a "Party", or collectively as "Parties".

WHEREAS, iVillage operates a site on the World Wide Web and America On Line, which contains channels including but not limited to Parent Soup, Parents Place, Better Health and Armchair Millionaire as well as career, fitness& beauty, food, relationships and work from home channels (collectively the "Network").

WHEREAS, Amazon. com seeks to drive Network users ("Users") to its World Wide Web site (the "Amazon. com Web site"), to acquire repeat customers, to increase book purchases focusing on lifestyle categories such as parenting, health, finance and career, and to reinforce the Amazon. com brand as the "Earth's Biggest Bookstore".

WHEREAS, iVillage and Amazon. com now desire to enter into this Agreement whereby Amazon. com shall be an exclusive sponsor and retailer throughout the Network (the "Program") subject to the terms and conditions stated herein.

Section 1. Exclusivity

For the term of this Agreement and any subsequent renewal thereto, iVillage agrees that Amazon. com shall be the exclusive book sponsor and retailer, with respect to entities whose primary business is that of a book retailer, throughout the Network and that no advertising, links, promotional information or marketing materials for or relating to any of the entities listed in Exhibit A hereto or any other individual, entity or web site which derives more than ten percent (10%) of its annual gross revenue from the sales of books or magazines (whether in printed, audio, electronic or other format) or is primarily functioning or primarily known as a seller of books or magazines, shall be placed or displayed on the Network. In addition, iVillage will not (a) sell, or permit any other person or entity to sell, any books or magazines on the Network; or (b) use, or permit any other person or entity to use, all or any part of iVillage's customer information database to sell any books or magazines; provided, that such books or magazines are available from Amazon. com. Nothing herein shall (a) prevent an author or subject matter expert from discussing or promoting the sale of a particular book or magazine on the Network, provided that such author or expert does not recommend or promote the purchase of-such book or magazine from a specific party other than Amazon. com; or (b) prevent any other sponsor from selling books or magazines on its own web site, provided that the sale of such books or magazines is not promoted or referenced on the Network. In the event that iVillage produces or publishes any private label books, iVillage will offer Amazon. com the first right of refusal as to the ability to sell such books before such opportunity is offered to any third party. Amazon. com's sponsorship and exclusivity with regard to products other than books or magazines shall be determined on a case by case basis, whereby Amazon. com shall provide iVillage with written notice of any other products it seeks to include within the scope of this Agreement, and iVillage shall have sole discretion as to whether such other product (s) shall be included.

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