SECOND AMENDMENT TO
THIS SECOND AMENDMENT with an Effective Date of September 27, 2000 (the
"Effective Date") by and between iVillage Inc., located at 000-000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("iVillage") and XxxxxxXx.xxx, Inc. located at
000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
("PlanetRx") hereby amends and restates the entered into
on September 3, 1999 (the "Original Agreement") and the First Amendment entered
into on June 19, 2000 (the "First Amendment").
WHEREAS, the parties to the Original Agreement desire to amend the
Original Agreement in a manner as provided for herein.
NOW THEREFORE, in consideration of the services delivered by iVillage,
PlanetRx agrees to pay the total fee of nine hundred seventy nine thousand sixty
two dollars and fifty cents ($979,062.50) by wire transfer. Three hundred and
ninety thousand one six hundred and twenty five dollars ($391,625.00) of the
total fee represents payment for services rendered by iVillage through
September, 2000. The balance represents payment for services to be delivered
through December 31, 2000. Five hundred thousand dollars ($500,000) is payable
immediately upon execution but, no later than September 29, 2000. Four hundred
seventy nine thousand sixty dollars and fifty cents ($479,062.50) is payable on
October 3, 2000.
1. Section 7 of the Original Agreement Term and Termination shall
be amended as follows:
This Original Agreement, the First and Second Amendment shall
terminate on December 31, 2000 ("Early Termination Date").
2. Section 6 of the First Amendment "Payment" shall be deleted
and replaced with the payment provisions provided for above.
3. Section 5 of the First Amendment shall be deleted in its
entirety such that no exclusivity shall be in effect from the
Effective Date of this Second Amendment through the Early
Termination Date.
4. Section 2 of the First Amendment Exhibit A to "Revised Online
Carriage Plan" shall be deleted in its entirely.
5. Section 3 of the First Amendment shall be amended to reflect
the following: iVillage agrees to deliver 18,625,000 run of
network Impressions (creative to be mutually agreed upon) in
each of the months of October, November, and December, 2000.
6. Section 4 of the First Amendment shall be deleted in its
entirety.
7. Except as expressly modified in the Second Amendment all terms
and conditions of the Original Agreement shall remain
unchanged and in full force and effect.
8. Other than as expressly stated herein, there are no further
obligations for either party under the Original Agreement, as
amended.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby
have each executed and delivered this Amendment as of the date first written
above.
XxxxxxXx.xxx iVillage Inc.
By: /s/ Xxxxxxx Xxxxxxxxx By: /s/ Xxxxx Xxxxx
------------------------------- -------------------------------
Xxxxx Xxxxx
Name: Xxxxxxx Xxxxxxxxx Title: Executive Vice President,
----------------------------- Operations and Business
Affairs
Title: Chairman and CEO
----------------------------
Date: September 28, 2000 Date: September 27, 2000
----------------------------- -----------------------------
