IVILLAGE INC, S-1/A, 1999-01-05

IVILLAGE INC
S-1/A, 1999-01-05
COMPUTER INTEGRATED SYSTEMS DESIGN

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 5, 1999

REGISTRATION NO. 333-68749

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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iVILLAGE INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 7375 13-3845162
(STATE OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)

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170 FIFTH AVENUE
NEW YORK, NEW YORK 10010
(212) 604-0963
(212) 604-9133 (FAX)
(ADDRESS AND TELEPHONE NUMBER OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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CANDICE CARPENTER
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
iVILLAGE INC.
170 FIFTH AVENUE
NEW YORK, NEW YORK 10010
(212) 604-0963
(212) 604-9133 (FAX)
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

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Please send copies of all communications to:

MARTIN H. LEVENGLICK, ESQ. MARK G. BORDEN, ESQ.
RUBI FINKELSTEIN, ESQ. JAMES R. BURKE, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP HALE AND DORR LLP
30 ROCKEFELLER PLAZA 60 STATE STREET
NEW YORK, NEW YORK 10112 BOSTON, MASSACHUSETTS 02109
(212) 506-5000 (617) 526-6000
(212) 506-3730 (FAX) (617) 526-5000 (FAX)

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
as amended (the "Securities Act"), please check the following box. / /

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ____________

If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / / ____________

If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / / ____________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

Subject to Completion, Dated January 5, 1999

iVILLAGE INC. [LOGO]
Common Stock

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This is an initial public offering of shares of Common Stock of iVillage
Inc. All of the shares of Common Stock are being sold by iVillage. No
public market currently exists for our shares. We anticipate that the initial
public offering price will be between $ and $ per share.

We have applied to list the Common Stock on the Nasdaq National Market
under the symbol "IVIL".

Please see "Risk Factors" beginning on page 7 to read about certain factors
you should consider before buying shares of the Common Stock.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

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<TABLE>
<CAPTION>
Per Share Total
--------- -------
<S> <C> <C>
Initial public offering price............. $ $
Underwriting discount..................... $ $
Proceeds, before expenses, to iVillage.... $ $
</TABLE>

The underwriters may, under certain circumstances, purchase up to an
additional shares from iVillage at the initial public offering price
less the underwriting discount.

------------------------

The underwriters are severally underwriting the shares being offered. The
underwriters expect to deliver the shares against payment in New York, New York
on , 1999.

GOLDMAN, SACHS & CO.
CREDIT SUISSE FIRST BOSTON
HAMBRECHT & QUIST

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Prospectus dated , 1999.

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The inside front cover contains the following:

Pictures of the home page of
iVillage.com and various other
screens within iVillage's Web sites.

The information on our Web site is not a part of this Prospectus.

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PROSPECTUS SUMMARY

You should read the following summary together with the more detailed
information and iVillage's Consolidated Financial Statements and the Notes to
those statements appearing elsewhere in this prospectus.

This prospectus contains forward-looking statements based on our current
expectations, assumptions, estimates and projections about iVillage and our
industry. These forward-looking statements involve risks and uncertainties.
iVillage's actual results could differ materially from those anticipated in
these forward-looking statements as a result of certain factors, as more fully
described in the "Risk Factors" section and elsewhere in this prospectus.
iVillage undertakes no obligation to update publicly any forward-looking
statements for any reason, even if new information becomes available or other
events occur in the future.

iVILLAGE INC.

OUR BUSINESS

iVillage Inc. is a leading online women's network and one of the most
demographically targeted online communities on the World Wide Web. Our network,
"iVillage.com", provides an easy-to-use, comprehensive destination tailored to
the interests and needs of women aged 25 through 49. We provide advertisers and
merchants with targeted access to women using the Web. During October 1998
iVillage.com was the only top 100 Web site with a female audience greater than
65%.

Our network consists of 12 channels covering the leading topics of interest
to women online, such as family, health, work, money, food, relationships,
shopping and travel. We facilitate channel usage by providing common features
and functionality within each channel, including experts, chats, message boards
and services.

As of October 31, 1998, iVillage's membership, its core audience and most
valuable users, was 84% female and consisted of approximately 740,000 unique
members, up from approximately 170,000 unique members as of January 31, 1998.
For the month ended October 31, 1998, iVillage.com had 2.7 million unique
visitors.

We believe that iVillage.com appeals to advertisers, consumers and
merchants because it combines the following attributes to create a powerful
environment for advertising and commerce:

o a highly-targeted and attractive demographic user group;

o a high degree of member involvement; and

o an interactive sponsorship model that integrates advertising and commerce
into the content of each of the sites.

OUR MARKET OPPORTUNITY

We believe that women are one of the principal driving forces behind the
growth of the Internet and that as of January 1998, women made up 45% of the
online population. We believe that women also represent an attractive
demographic group for advertisers and businesses, controlling or influencing
over $2.4 trillion of the $3.0 trillion in annual consumer spending in the
United States.

To effectively reach women online, content sites, advertisers and merchants
need to address the differing uses of the Internet by men and women. We believe
that women are interested in problem-solving, community, researching product
information and simple navigation and that they appear to spend less time
"surfing" the Internet than men and more of their time online at fewer
destinations.

We have developed innovative sponsorship relationships that go beyond
traditional banner advertising to support broad marketing objectives of
branding, awareness, product introductions, online research and editorial
integration. These sponsorships and highly targeted marketing opportunities
attract advertisers and sponsors from whom we derive a substantial majority of
our revenues. In addition, we own a majority interest in iBaby, Inc., an online
retailer of baby gifts and products, and generate e-commerce revenues through
agreements with leading merchants such as Amazon.com, Inc., N2K Inc. and
1-800-Flowers, Inc. In connection with and subject to this offering, iVillage
anticipates

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exercising its right to acquire the minority interest in iBaby.

OUR STRATEGY

Our objective is to continue to be the leading online women's network. Our
strategy includes:

o building strong brand recognition;

o aggressively growing membership and usage;

o enhancing and expanding the network;

o pursuing strategic acquisitions and alliances;

o increasing sponsor and advertising revenues; and

o generating e-commerce revenues.

We actively promote our brand awareness and site usage through a variety of
online and traditional media, including through recently signed agreements with
NBC and AT&T to provide both online and offline advertising.

OUR OFFICES

Our executive offices are located at 170 Fifth Avenue, New York, New York
10010. Our telephone number at that location is 212-604-0963 and our Internet
address is www.ivillage.com.

THE OFFERING

The following information assumes that the Underwriters do not exercise the
option granted by iVillage to purchase additional shares in this offering.
Please see "Underwriting".

<TABLE>
<S> <C>
Shares offered by iVillage...................

Shares to be outstanding after this
offering(1)................................

Proposed Nasdaq National Market symbol....... IVIL

Use of proceeds..............................
Brand promotion, expansion of sales and
marketing, acquisition of the minority interest
in iBaby, working capital and general corporate
purposes, including channel expansion and content
development, expansion and/or relocation of our
offices and possible acquisitions. Please see
"Use of Proceeds".
</TABLE>

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(1) This information is based on shares of Common Stock outstanding on
September 30, 1998 and gives effect to (a) the conversion of all outstanding
shares of our Convertible Preferred Stock into shares of Common Stock
automatically upon the closing of this offering and (b) the sale of
11,730,948 shares of Series E Convertible Preferred Stock on December 4,
1998. This information excludes: (i) such number of shares to be determined
by us and iBaby prior to this offering that may be issuable in connection
with the acquisition of the minority interest in iBaby; (ii) 3,684,210
shares issuable to NBC over the next three years pursuant to our agreement
with NBC, plus an option granted to NBC to purchase additional shares;
(iii) 2,500,000 shares issuable in connection with the acquisition of
Knowledgeweb, Inc. d/b/a Astrology.Net and options to purchase 450,000
shares issuabe in connection with employment agreements with certain
stockholders of Knowledgeweb, Inc.; (iv) 4,514,096 shares issuable upon the
exercise of outstanding options under our 1995 Amended and Restated Employee
Stock Option Plan with a weighted average exercise price of $1.92 per share;
(v) 1,082,180 shares issuable upon the exercise of outstanding options under
our 1997 Amended and Restated Acquisition Stock Option Plan with a weighted
average exercise price of $1.70 per share; (vi) 5% of the shares of Common
Stock outstanding at the end of each prior year to be reserved for future
issuance under our 1999 Employee Stock Option Plan, which will take effect
when this offering is completed; (vii) shares to be reserved for
future issuance under our 1999 Director Option Plan, which will take effect
when this offering is completed; (viii) shares to be reserved for
future issuance under our 1999 Employee Stock Purchase Plan, which will take
effect when this offering is completed; and (ix) 1,277,996 shares issuable
upon the exercise of outstanding warrants with a weighted average exercise
price of $2.18 per share.

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SUMMARY CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
JULY 1, 1995 DECEMBER 31, SEPTEMBER 30,
(INCEPTION) TO -------------------- ---------------------
DECEMBER 31, 1995 1996(1) 1997(2) 1997(2) 1998(3)
----------------- ------- ---------- -------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Revenues................. $ -- $ 732 $ 6,019 $ 3,662 $ 9,126
------- ------- ---------- -------- ----------
Operating expenses:
Production, content and
product................ 629 4,521 7,606 5,157 10,407
Sales and marketing...... 329 2,709 8,771 5,399 19,931
General and
administrative......... 673 3,213 10,727 7,410 11,857
------- ------- ---------- -------- ----------
Total operating
expenses............. 1,631 10,443 27,104 17,966 42,195
------- ------- ---------- -------- ----------
Loss from operations..... (1,631) (9,711) (21,085) (14,304) (33,069)
Interest (expense)
income, net............ (7) 28 (216) (205) 419
Loss on sale of Web
site(4)................ -- -- -- -- (165)
Minority interest(5)..... -- -- -- -- 366
------- ------- ---------- -------- ----------
Net loss................. $(1,638) $(9,683) $ (21,301) $(14,509) $ (32,449)
------- ------- ---------- -------- ----------
------- ------- ---------- -------- ----------
Basic and diluted net
loss per share(6)...... $ (0.50) $ (2.97) $ (4.55) $ (3.28) $ (5.21)
------- ------- ---------- -------- ----------
------- ------- ---------- -------- ----------
Weighted average shares
of common stock
outstanding used in
computing basic and
diluted net loss per
share(6)............... 3,250 3,262 4,683 4,421 6,233
------- ------- ---------- -------- ----------
------- ------- ---------- -------- ----------
Pro forma basic and
diluted net loss per
share(6)(7)(8)......... $ (0.88) $ (0.64)
---------- ----------
---------- ----------
Shares of common stock
used in computing pro
forma basic and diluted
net loss per
share(6)(7)(8)......... 24,308 50,506
---------- ----------
---------- ----------
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1998
----------------------------------------------
PRO PRO FORMA
ACTUAL FORMA(7)(8) AS ADJUSTED(7)(8)(9)
------- ----------- --------------------
<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash............................ $ 8,768 $40,768
Working capital................. 285 32,285
Total assets.................... 23,302 55,302
Long-term debt.................. 18 18
Minority interest............... 220 220
Stockholders' equity............ 11,089 43,089
</TABLE>

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(1) Includes the results of operations of ParentsPlace.com, Inc. from December
1996, the date of acquisition.

(2) Includes the results of operations of Health ResponseAbility Systems, Inc.
from May 1997, the date of acquisition.

(3) Includes the results of operations of iBaby, Inc. from April 1998, the date
of formation.

(4) Please see Note 5 and Note 11 to iVillage's Consolidated Financial
Statements.

(5) Minority interest represents the portion of the net loss of iBaby, Inc.
attributable to minority stockholders.

(Footnotes continued on next page)

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(Footnotes continued from previous page)

(6) Please see Note 2 to iVillage's Consolidated Financial Statements for
information concerning the calculation of weighted average shares of Common
Stock outstanding used in computing basic and diluted net loss per share.

(7) Excludes (i) such number of shares to be negotiated by iBaby and us prior to
this offering that may be issuable in connection with the acquisition of the
minority interest in iBaby, (ii) 3,684,210 shares issuable to NBC over the
next three years pursuant to our agreement with NBC, plus an option granted
to NBC to purchase additional shares and (iii) 2,500,000 shares issuable in
connection with the acquisition of Knowledgeweb, Inc. d/b/a Astrology.Net
and options to purchase 450,000 shares issuable in connection with
employment agreements with certain stockholders of Knowledgeweb, Inc.

(8) Gives pro forma effect to (i) the sale of 11,730,948 shares of Series E
Preferred Stock for net proceeds of approximately $32.0 million on
December 4, 1998 and (ii) the conversion of all of the outstanding shares of
our Convertible Preferred Stock into 44,355,615 shares of Common Stock
automatically upon the closing of this offering. Please see "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" and Notes 9 and 12 of Notes to
iVillage's Consolidated Financial Statements.

(9) As adjusted to reflect the sale of shares of Common Stock at an
assumed initial public offering price of $ per share after deducting the
estimated underwriting discount and offering expenses. Please see "Use of
Proceeds" and "Capitalization".

iVillage(Registered), the iVillage logo and Parent Soup(Registered) are
registered marks of iVillage. Community Challenge; Community Challenges;
"iVillage.com. Honest Answers. For The Stuff That Really Matters"; Armchair
Millionaire; Parentsplace and Parentsplace.com are marks of iVillage. iBaby and
Internetbaby are marks of iBaby, Inc. All other trademarks and service marks are
the property of their respective owners.

Unless otherwise specifically stated, information throughout this
prospectus assumes the Underwriters' over-allotment option is not exercised and
gives effect to a for reverse stock split of Common
Stock that will be effective immediately prior to the effective date of this
prospectus. Please see "Capitalization", "Description of Capital Stock" and
"Underwriting".

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RISK FACTORS

You should consider carefully the following risks before you decide to buy
our Common Stock. The risks and uncertainties described below are not the only
ones facing our company. Additional risks and uncertainties may also adversely
affect our business operations. If any of the following risks actually occur,
our business, financial condition or results of operations would likely suffer.
In such case, the trading price of our Common Stock could decline, and you may
lose all or part of the money you paid to buy our Common Stock.

This prospectus contains forward-looking statements based on our current
expectations, assumptions, estimates and projections about iVillage and our
industry. These forward-looking statements involve risks and uncertainties.
iVillage's actual results could differ materially from those anticipated in such
forward-looking statements as a result of certain factors, as more fully
described in this section and elsewhere in this prospectus. iVillage undertakes
no obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.

LIMITED OPERATING HISTORY

We were incorporated in June 1995 and initiated our online operations in
January 1996. Accordingly, we have a limited operating history. An investor in
our Common Stock must consider the risks and difficulties frequently encountered
by early stage companies in new and rapidly evolving markets, including the
Internet advertising market. These risks include our ability to:

o attract a larger audience to our online network;

o increase awareness of our brand;

o strengthen user-loyalty;

o offer compelling content;

o maintain our current, and develop new, strategic relationships;

o attract a large number of advertisers from a variety of industries;

o respond effectively to competitive pressures;

o continue to develop and upgrade our technology; and

o attract, retain and motivate qualified personnel.

We also depend on the growing use of the Internet for advertising, commerce
and communication, and on general economic conditions. We cannot assure you that
our business strategy will be successful or that we will successfully address
these risks. Please see "Management's Discussion and Analysis of Financial
Condition and Results of Operations" for detailed information on our limited
operating history.

HISTORY OF LOSSES AND ANTICIPATION OF CONTINUED LOSSES

We incurred net losses of $11.3 million for the period from July 1995
(inception) through December 31, 1996, $21.3 million for the year ended
December 31, 1997, and $32.4 million for the nine months ended September 30,
1998. As of September 30, 1998, our accumulated deficit was $65.1 million. We
have not achieved profitability and expect to continue to incur operating losses
for the foreseeable future. We expect to continue to incur significant operating
and capital expenditures and, as a result, we will need to generate significant
revenues to achieve and maintain profitability. Although our revenues have grown
in recent quarters, we cannot assure you that we will achieve sufficient
revenues for profitability. Even if we do achieve profitability, we cannot
assure you that we can sustain or increase profitability on a quarterly or
annual basis in the future. If revenues grow slower than we anticipate, or if
operating expenses exceed our expectations or cannot be adjusted accordingly,
our business, results of operations and financial condition will be materially
and adversely affected. Please see "Selected Consolidated Financial Data" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations".

QUARTERLY OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS AND
SEASONALITY

Our revenues and operating results may vary significantly from quarter to
quarter due to a number of factors, not all of which are in our control. These
factors include:

o our ability to attract and retain users and members;

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o our ability to attract and retain advertisers and sponsors and maintain
advertiser and sponsor satisfaction;

o our ability to attract and retain customers and maintain customer
satisfaction for our existing and future e-commerce businesses;

o new sites, services or products introduced by us or our competitors;

o the timing and uncertainty of sales cycles;

o the level of Web and online services usage;

o our ability to upgrade and develop our systems and infrastructure and
attract new personnel in a timely and effective manner;

o traffic levels on our Web sites;

o our ability to successfully integrate operations and technologies from
acquisitions or other business combinations;

o technical difficulties or system downtime affecting the Internet
generally or the operation of our Web sites; and

o economic conditions specific to the Internet as well as general economic
conditions; and

o the timing and magnitude of NBC-related charges.

Our revenues for the foreseeable future will remain dependent on user
traffic levels and advertising activity on iVillage.com. Such future revenues
are difficult to forecast. In addition, we plan to increase our sales and
marketing operations, to expand and develop content and to upgrade and enhance
our technology and infrastructure development in order to support our growth. We
may be unable to adjust spending quickly enough to offset any unexpected revenue
shortfall. If we have a shortfall in revenues in relation to our expenses, or if
our expenses precede increased revenues, then our business, results of
operations and financial condition would be materially and adversely affected.
This would likely affect the market price of our Common Stock in a manner which
may be unrelated to our long-term operating performance.

We believe that advertising sales in traditional media, such as television
and radio, generally are lower in the first and third calendar quarters of each
year. If our market makes the transition from an emerging to a more developed
market, seasonal and cyclical patterns may develop in our industry. Seasonal and
cyclical patterns in Internet advertising may also affect our revenues. In
addition, traffic levels on our Web sites typically fluctuate during the summer
and year-end vacation and holiday periods. Furthermore, we anticipate that sales
from iBaby, Inc. and any other future consumer goods we may sell will typically
increase during the fourth quarter as a result of the holiday season and may
decline during other periods.

Due to the potential impact of iVillage's future stock price movements on
the valuation of iVillage stock to be received by NBC in exchange for
advertisements, there will likely be significant non-cash charges to iVillage's
operating results with respect to the cost of these advertisements. Furthermore,
the timing of these charges is highly uncertain. This could severely impact the
predictability of iVillage's future operating results.

Due to the factors noted above and the other risks discussed in this
section, you should not rely on quarter-to-quarter comparisons of our results of
operations as an indication of future performance. It is possible that in some
future periods our results of operations may be below the expectations of public
market analysts and investors. In this event, the price of our Common Stock may
fall. Please see "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Business--Sales, Marketing and Public Relations"
for detailed information on our quarterly operating results.

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OUR RELIANCE ON SPONSOR AND ADVERTISING REVENUES AND THE UNPROVEN ACCEPTANCE AND
EFFECTIVENESS OF THE INTERNET AS AN ADVERTISING MEDIUM

Our future is highly dependent on an increase in the use of the Internet as
an advertising medium. We expect to derive a substantial amount of our revenues
from sponsorships and advertising for the foreseeable future. The Internet
advertising market is new and rapidly evolving, and we cannot yet gauge its
effectiveness as compared to traditional advertising media. As a result, demand
and market acceptance for Internet advertising solutions is uncertain. Most of
our current or potential advertising customers have little or no experience
using the Internet for advertising purposes and they have allocated only a
limited portion of their advertising budgets to Internet advertising. The
adoption of Internet advertising, particularly by those entities that have
historically relied upon traditional media for advertising, requires the
acceptance of a new way of conducting business, exchanging information and
advertising products and services. Such customers may find Internet advertising
to be less effective for promoting their products and services relative to
traditional advertising media. We cannot assure you that the market for Internet
advertising will continue to emerge or become sustainable. If the market for
Internet advertising fails to develop or develops more slowly than we expect,
then our business, results of operations and financial condition could be
materially and adversely affected.

There are currently no standards for the measurement of the effectiveness
of Internet advertising, and the industry may need to develop standard
measurements to support and promote Internet advertising as a significant
advertising medium. In addition, currently available software programs and other
tracking methodologies are rapidly evolving. However, we cannot assure you that
the development of the software will keep pace with our information needs,
particularly to support the growing needs of our internal business requirements
and advertising clients. The lack of this information could adversely impact our
ability to attract and retain advertisers and allocate corporate resources
efficiently.

Different pricing models are used to sell advertising on the Internet. It
is difficult to predict which, if any, will emerge as the industry standard.
This makes it difficult to project our future advertising rates and revenues.
Our advertising revenues could be adversely affected if we are unable to adapt
to new forms of Internet advertising. Moreover, "filter" software programs that
limit or prevent advertising from being delivered to an Internet user's computer
are available. Widespread adoption of this software could adversely affect the
commercial viability of Internet advertising.

It is important to our advertisers that we accurately measure the
demographics of our user base and the delivery of advertisements on our Web
site. We depend on third parties to provide certain of these measurement
services. If they are unable to provide these services in the future, we would
need to perform them ourselves or obtain them from another provider. This could
cause us to incur additional costs or cause interruptions in our business during
the time we are replacing these services. We are currently implementing
additional systems designed to record demographic data on our users. If we do
not implement these systems successfully, we may not be able to accurately
evaluate the demographic characteristics of our users. Companies may choose to
not advertise on our Web sites or may pay less for advertising if they do not
perceive our measurements or measurements made by third parties to be reliable.

NEED TO MANAGE GROWTH

We have experienced and are currently experiencing a period of significant
growth. This growth has placed, and our anticipated future growth in our
operations will continue to place, a significant strain on our resources. As
part of this growth, we will have to implement new operational and financial
systems and procedures and controls to expand, train and manage our employee
base and to maintain close coordination among our technical, accounting,
finance, marketing, sales and editorial staffs. If we are unable to manage our
growth effectively, our business could be adversely affected.

Several members of our senior management joined us in 1998, including
Craig T. Monaghan, Chief Financial Officer; Allison Abraham, Chief Operating
Officer; John W. Glascott, Senior Vice President, Sponsorship; Caterina A.
Conti, General

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Counsel; and Sanjay Muralidhar, Vice President, Finance. These individuals have
not previously worked together and are becoming integrated as a management team,
and there can be no assurance that they will be able to work together
effectively or successfully manage our growth. In addition, we are seeking to
hire a Chief Technology Officer and to hire additional technical personnel. We
believe this is critical to our ability to effectively manage our operations and
support our anticipated future growth.

OUR DEPENDENCE ON AOL

America Online, Inc. ("AOL") has and is expected to continue to account for
a significant portion of our online traffic and impression-based revenues. Our
existing agreement with AOL expires in February 1999. Although either party can
extend the agreement for an additional year, we cannot assure you that AOL will
continue to carry our channels beyond February 2000. Our agreement does not
prohibit AOL from providing carriage to certain online content sites that
compete with our sites, and AOL is currently providing carriage to additional
competing sites. We may not be able to continue to attract a sufficient amount
of traffic and advertising to our Web sites without carriage of our channels on
AOL. If carriage of our channels on AOL is discontinued, our business, results
of operations and financial condition would be materially adversely affected.

AOL has invested in Oxygen Media, Inc. a new Internet and television
company that is developing cable and interactive content for women and children.
In addition, Oxygen Media has acquired from AOL, the assets of electra.com, an
online women's network, and Thrive Partners LLC, the operator of
thriveonline.com, a health site. In addition, AOL has invested in Excite, Inc.
and in November 1998, announced a merger with Netscape Communications Corp. The
relationship between AOL and Oxygen Media and AOL and other internet companies
may result in potential conflicts of interest for AOL, which may not be resolved
in our favor. Please see "Certain Transactions".

OUR DEPENDENCE ON LARGE CUSTOMERS

Historically, a limited number of customers has accounted for a significant
percentage of our revenues. For the nine months ended September 30, 1997, two
advertisers each accounted for greater than 10% of total revenues. In addition,
iVillage's five largest advertisers accounted for 31% of total revenues.
Although no advertiser accounted for more than ten percent of total revenues for
the nine months ended September 30, 1998, iVillage's five largest advertisers
accounted for 22% of total revenues for the period. At September 30, 1998, one
advertiser accounted for greater than 10% of net accounts receivable. We
anticipate that our results of operations in any given period will continue to
depend to a significant extent upon revenues from a small number of customers.
In addition, we anticipate that such customers will continue to vary over time,
so that the achievement of our long-term goals will require us to obtain
additional significant customers on an ongoing basis. Our failure to enter into
a sufficient number of large contracts during a particular period could have a
material adverse effect on our business, financial condition and results of
operations. Please see "Management's Discussion and Analysis of Financial
Condition and Results of Operations".

RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS OR INVESTMENTS

We may acquire or make investments in complementary businesses,
technologies, services or products if appropriate opportunities arise. From time
to time we have had discussions with companies regarding our acquiring, or
investing in, their businesses, products, services or technologies. Except for a
letter of intent with Knowledgeweb, Inc. d/b/a Astrology.Net and the proposed
agreement with iBaby, Inc., we have no contracts or letters of intent relating
to any such acquisition or investment. Please see "Management's Discussion and
Analysis of Financial Condition and Results of Operations". We cannot assure you
that we will be able to identify suitable acquisition or investment candidates.
Even if we do identify suitable candidates, we cannot assure you that we will be
able to make such acquisitions or investment on commercially acceptable terms.
If we acquire a company, we could have difficulty in assimilating that company's
personnel, operations, technology and software. In addition, the key personnel
of the acquired company may decide not to work for us. If we make other types of
acquisitions, we could have difficulty in integrating the

10
<PAGE>

acquired products, services or technologies into our operations. These
difficulties could disrupt our ongoing business, distract our management and
employees, increase our expenses and adversely affect our results of operations
due to the amortization of goodwill. Furthermore, we may incur indebtedness or
issue equity securities to pay for any future acquisitions. The issuance of
equity securities could be dilutive to our existing stockholders.

OUR LIABILITY FOR INFORMATION RETRIEVED FROM THE WEB

Because users of our Web sites may distribute our content to others, third
parties might sue us for defamation, negligence, copyright or trademark
infringement, personal injury or other matters. These types of claims have been
brought, sometimes successfully, against online services in the past. Others
could also sue us for the content that is accessible from our Web sites through
links to other Web sites or through content and materials that may be posted by
members in chat rooms or bulletin boards. We also offer e-mail services, which
may subject us to potential risks, such as liabilities or claims resulting from
unsolicited e-mail (spamming), lost or misdirected messages, illegal or
fraudulent use of e-mail or interruptions or delays in e-mail service.

We also enter into agreements with commerce partners and sponsors that
entitle us to receive a share of any revenue from the purchase of goods and
services through direct links from our Web sites to their Web sites. Such
arrangements may subject us to additional claims, including potential
liabilities to consumers of such products and services, because we provide
access to such products or services, even if we do not provide such products or
services ourselves. While our agreements with these parties often provide that
we will be indemnified against such liabilities, such indemnification, if
available, may not be adequate. Our insurance may not adequately protect us
against these types of claims.

E-COMMERCE AND POTENTIAL PRODUCT LIABILITY

We plan to develop a range of products targeted specifically at women
through our iBaby site and other e-commerce sites that we may acquire in the
future. We also may foster relationships with manufacturers or companies to
offer such products directly on iVillage.com. Such a strategy involves numerous
risks and uncertainties. We have very limited experience in the sale of products
online and the development of relationships with manufacturers or suppliers of
such products. Consumers may sue us if any of the products that we sell are
defective, fail to perform properly or injure the user. Our agreements with
manufacturers typically contain provisions intended to limit our exposure to
liability claims. These limitations may not however prevent all potential
claims. Liability claims could require us to spend significant time and money in
litigation or to pay significant damages. As a result, any such claims, whether
or not successful, could seriously damage our reputation and our business.

OUR MARKET IS HIGHLY COMPETITIVE

The number of Web sites competing for the attention and spending of
members, users and advertisers has increased and we expect it to continue to
increase.

We compete for members, users and advertisers with the following types of
companies:

o online services or Web sites targeted at women, such as women.com,
homearts.com, condenet.com and Oxygen Media's Web sites;

o Web retrieval and other Web "portal" companies, such as Excite, Inc.,
Infoseek Corporation, Lycos, Inc. and Yahoo! Inc.; and

o publishers and distributors of traditional media, such as television,
radio and print.

Increased competition could result in price reductions, reduced margins or
loss of market share, any of which could adversely affect our business. We also
compete for advertisers with traditional advertising media, such as print, radio
and television. Therefore, if advertisers do not view the Internet as an
effective advertising medium, they may be reluctant to advertise on our Web
sites.

Competition is likely to increase significantly as new companies enter the
market and current competitors expand their services. Many of these potential
competitors

11
<PAGE>

are likely to enjoy substantial competitive advantages, including:

o larger technical staffs;

o greater name recognition;

o larger customer bases; and

o substantially greater financial, marketing, technical and other
resources.

To be competitive, we must respond promptly and effectively to the
challenges of technological change, evolving standards and our competitors'
innovations by continuing to enhance our services, as well as our sales and
marketing channels. Any pricing pressures, reduced margins or loss of market
share resulting from increased competition, or our failure to compete
effectively, could seriously damage our business. Please see "Business--
Competition".

UNCERTAINTY OF ADDITIONAL FINANCING

We currently anticipate that our available cash resources combined with the
net proceeds from this offering will be sufficient to meet our anticipated
working capital and capital expenditure requirements for at least the 12 months
after the date of this prospectus. We may need to raise additional funds,
however, to fund more rapid expansion, to develop new or enhance existing
services or products, to respond to competitive pressures or to acquire
complementary products, businesses or technologies. If additional funds are
raised through the issuance of equity or convertible debt securities, the
percentage ownership of our stockholders will be reduced and such securities may
have rights, preferences or privileges senior to those of our stockholders. We
cannot assure you that additional financing will be available on terms favorable
to us, or at all. If adequate funds are not available or are not available on
acceptable terms, our ability to fund our expansion, take advantage of
unanticipated opportunities, develop or enhance services or products or
otherwise respond to competitive pressures would be significantly limited. Our
business, results of operations and financial condition could be materially
adversely affected by such limitation. Please see "Use of Proceeds" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" for a discussion of our working
capital and capital expenditures.

UNCERTAINTY OF SALES CYCLES

The time between the date of initial contact with a potential advertiser or
sponsor and the execution of a contract with the advertiser or sponsor, is often
lengthy, typically ranging from six weeks for smaller agreements to nine months
for larger agreements, and is subject to delays over which we have little or no
control, including customers' budgetary constraints, customers' internal
acceptance reviews, the success and continued internal support of advertisers'
and sponsors' own development efforts, and the possibility of cancellation or
delay of projects by advertisers or sponsors. During such sales cycle, we may
expend substantial funds and management resources and yet not obtain sponsorship
or advertising revenues. Therefore, our results of operations for a particular
period may be adversely affected if sales to such advertisers or sponsors
forecasted in a particular period are delayed or do not otherwise occur.

DEPENDENCE ON KEY PERSONNEL

Our future success depends to a significant extent on the continued
services of our senior management and other key personnel, particularly, Candice
Carpenter, Chief Executive Officer, and Nancy Evans, Editor-in-Chief. The loss
of the services of Mdmes. Carpenter or Evans, or certain other key employees,
would likely have a material adverse effect on our business, results of
operations and financial condition. We expect that we will need to hire
additional personnel in all areas. We have no employment agreements with either
of these executives. We do not maintain "key person" life insurance for any of
our personnel, other than Ms. Carpenter. Our future success also depends on our
continuing to attract, retain and motivate highly skilled employees. Competition
for personnel throughout our industry is intense. We may be unable to retain our
key employees or attract, assimilate or retain other highly qualified employees
in the future. We have from time to time in the past experienced, and we expect
to continue to experience in the future, difficulty in hiring and retaining
highly skilled employees with appropriate qualifications. If we do not succeed
in attracting new personnel or retaining and motivating our current personnel,
our business will be adversely affected. Please see "Business--Human Resources"
and

12
<PAGE>

"Management" for detailed information on our key personnel.

DEPENDENCE ON CONTINUED GROWTH IN USE OF THE INTERNET

Our market is new and rapidly evolving. Our business would be adversely
affected if Internet usage does not continue to grow, particularly usage by
women. A number of factors may inhibit Internet usage, including inadequate
network infrastructure, security concerns, inconsistent quality of service, and
lack of availability of cost-effective, high-speed service. If Internet usage
grows, the Internet infrastructure may not be able to support the demands placed
on it by this growth and its performance and reliability may decline. In
addition, Web sites have experienced interruptions in their service as a result
of outages and other delays occurring throughout the Internet network
infrastructure. If these outages or delays frequently occur in the future,
Internet usage, as well as the usage of our Web sites, could grow more slowly or
decline.

RISKS ASSOCIATED WITH TECHNOLOGY AND TECHNOLOGICAL CHANGE

Our market is characterized by rapidly changing technologies, frequent new
product and service introductions and evolving industry standards. The recent
growth of the Internet and intense competition in our industry exacerbate these
market characteristics. To achieve our goals, we need to effectively integrate
the various software programs and tools required to enhance and improve our
product offerings and manage our business. Our future success will depend on our
ability to adapt to rapidly changing technologies by continually improving the
performance features and reliability of our services. We may experience
difficulties that could delay or prevent the successful development,
introduction or marketing of new products and services. In addition, our new
enhancements must meet the requirements of our current and prospective users and
must achieve significant market acceptance. We could also incur substantial
costs if we need to modify our service or infrastructures to adapt to these
changes.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

Laws and regulations directly applicable to Internet communications,
commerce and advertising are becoming more prevalent. The most recent session of
the United States Congress resulted in Internet laws regarding children's
privacy, copyrights and taxation. Such legislation could dampen the growth in
use of the Internet generally and decrease the acceptance of the Internet as a
communications, commercial and advertising medium. Although our transmissions
originate in New York, the governments of other states or foreign countries
might attempt to regulate our transmissions or levy sales or other taxes
relating to our activities. The European Union recently enacted its own privacy
regulations that may result in limits on the collection and use of certain user
information. The laws governing the Internet, however, remain largely unsettled,
even in areas where there has been some legislative action. It may take years to
determine whether and how existing laws such as those governing intellectual
property, privacy, libel and taxation apply to the Internet and Internet
advertising. In addition, the growth and development of the market for Internet
commerce may prompt calls for more stringent consumer protection laws, both in
the United States and abroad, that may impose additional burdens on companies
conducting business over the Internet. Furthermore, the Federal Trade Commission
has recently investigated the disclosure of personal identifying information
obtained from individuals by Internet companies. In the event the Federal Trade
Commission or other governmental authorities adopt or modify laws or regulations
relating to the Internet, our business, results of operations and financial
condition could be adversely affected.

RISK OF SYSTEM FAILURE AND CAPACITY CONSTRAINTS

Substantially all of our communications hardware and certain of our other
computer hardware operations are located at Exodus Communications, Inc.'s
facilities in Jersey City, New Jersey. Fire, floods, earthquakes, power loss,
telecommunications failures, break-ins and similar events could damage these
systems. Computer viruses, electronic break-ins or other similar disruptive
problems could also adversely affect our Web sites. Our business could be

13
<PAGE>

adversely affected if our systems were affected by any of these occurrences. Our
insurance policies may not adequately compensate us for any losses that may
occur due to any failures or interruptions in our systems. We do not presently
have any secondary "off-site" systems or a formal disaster recovery plan.

Our Web sites must accommodate a high volume of traffic and deliver
frequently updated information. Our Web sites have in the past and may in the
future experience slower response times or decreased traffic for a variety of
reasons. In addition, our users depend on Internet service providers, online
service providers and other Web site operators for access to our Web sites. Many
of them have experienced significant outages in the past, and could experience
outages, delays and other difficulties due to system failures unrelated to our
systems. Moreover, the Internet infrastructure may not be able to support
continued growth in its use. Any of these problems could adversely affect our
business.

PRIVACY CONCERNS

Web sites typically place certain information ("cookies") on a user's hard
drive without the user's knowledge or consent. Web sites use cookies for a
variety of reasons. This technology also enables us to limit the frequency with
which a user is shown a particular ad. Certain currently available Internet
browsers allow users to modify their browser settings to remove cookies at any
time or to prevent cookies from being stored on their hard drives. In addition,
some Internet commentators, privacy advocates and governmental bodies have
suggested limiting or eliminating the use of cookies. The effectiveness of this
technology could be limited by any reduction or limitation in the use of
cookies.

INTERNET SECURITY AND E-COMMERCE RISKS

A significant barrier to e-commerce and communications over the Internet
has been the need for secure transmission of confidential information. Internet
usage could decline if any well-publicized compromise of security occurred. We
may incur significant costs to protect against the threat of security breaches
or to alleviate problems caused by such breaches. If a third person were able to
misappropriate our users' personal information or credit card information, users
could possibly sue us or bring claims against us.

INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION

Trademarks and other proprietary rights are important to our success and
our competitive position. We seek to protect our trademarks and other
proprietary rights, but these actions may be inadequate to protect our
trademarks and other proprietary rights. We may also license content from third
parties in the future and it is possible that we could become subject to
infringement actions based upon the content licensed from these third parties.
Any of these claims, with or without merit, could subject us to costly
litigation and the diversion of our financial resources and technical and
management personnel. Further, if such claims are successful, we may be required
to change our trademarks, alter the content and pay financial damages. Please
see "Business--Intellectual Property, Proprietary Rights and Domain Names". We
cannot assure you that such changes of trademarks, alteration of content or
payment of financial damages will not adversely affect our business.

We generally enter into confidentiality or license agreements with our
employees, consultants and corporate partners, and generally control access to
and distribution of our technologies, documentation and other proprietary
information. Despite our efforts to protect our proprietary rights from
unauthorized use or disclosure, parties may attempt to disclose, obtain or use
our solutions or technologies. We cannot assure you that the steps we have taken
will prevent misappropriation of our solutions or technologies, particularly in
foreign countries where laws or law enforcement practices may not protect our
proprietary rights as fully as in the United States.

We filed a service mark application for the mark PARENTSPLACE.COM. On
July 22, 1998, Jewish Family and Children's Services ("JFCS") filed a Notice of
Opposition in the Trademark Trial and Appeal Board ("TTAB") of the U.S. Patent
and Trademark Office. The TTAB improperly captioned the Opposition proceeding
and forwarded the Notice to a prior attorney (not the attorney of record). The
period to respond to the Notice passed before we or our trademark counsel became
aware of the Opposition proceeding. The TTAB was informed of its errors and
indicated that it would

14
<PAGE>

recaption the Opposition proceeding, forward it to our trademark attorney and
reset the date to respond. There has been no written confirmation from the TTAB
of this proposed course of action. There can be no assurance that JFCS will not
be successful in the Opposition proceeding, thus preventing us from securing a
federal registration to the mark "PARENTSPLACE.COM". Further, there can be no
assurance that JFCS will not assert a claim to trademark rights against us in
the future with respect to the use of "PARENTSPLACE.COM" or "PARENTSPLACE",
either as currently used or as developed in the future. We are not able at this
time to evaluate the likelihood of an unfavorable outcome in the event such
claims are asserted, or to estimate the amount or range of potential loss.

We may need to obtain licenses from others to refine, develop, market and
deliver new services. We cannot assure you that we will be able to obtain any
such license on commercially reasonable terms or at all or that rights granted
pursuant to any licenses will be valid and enforceable.

YEAR 2000 RISKS

Many currently installed computer systems and software products only accept
two digits to identify the year in any date. Thus, the year 2000 will appear as
"00", which the system might consider to be the year 1900 rather than the year
2000. This could result in system failures, delays or miscalculations. Computer
systems and software that have not been developed or enhanced recently may need
to be upgraded or replaced to comply with Year 2000 requirements.

We recognize the significance of these issues and have responded by
establishing a dedicated task force to manage a company-wide assessment of Year
2000 factors to ensure that our internal financial and administrative systems
are Year 2000 compliant. Our Year 2000 task force is currently conducting an
inventory, and developing testing procedures, for all software and other systems
that it believes might be affected by Year 2000 issues. Since third parties
developed and currently support many of the systems that we use, a significant
part of this effort will be to ensure that these third-party systems are Year
2000 compliant. We plan to confirm this compliance through a combination of the
representation by these third parties of their products' Year 2000 compliance,
as well as specific testing of these systems. The failure of systems maintained
by third parties to be Year 2000 compliant could cause us to incur significant
expense to remedy any problems, reduce our revenues from such third parties or
otherwise seriously damage our business.

We have not incurred significant costs to date complying with Year 2000
requirements, and we do not believe that we will incur significant costs for
such purposes in the foreseeable future. If we discover any Year 2000 errors or
defects in our internal systems, we could incur substantial costs in making
repairs. The resulting disruption of our operations could seriously damage our
business. Please see "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources" for
detailed information on our state of readiness, potential risks and contingency
plans regarding the Year 2000 issue.

NO PRIOR PUBLIC MARKET AND DETERMINATION OF OFFERING PRICE

There has not been a public market for our Common Stock. We cannot predict
the extent to which investor interest in iVillage will lead to the development
of a trading market or how liquid that market might become. The initial public
offering price for the shares will be determined by negotiations between us and
the representatives of the Underwriters and may not be indicative of prices that
will prevail in the trading market.

POSSIBLE VOLATILITY OF STOCK PRICE

The stock market has experienced significant price and volume fluctuations,
and the market prices of technology companies, particularly Internet-related
companies, have been highly volatile. Investors may not be able to resell their
shares at or above the initial public offering price. Please see "Underwriting".
In the past, following periods of volatility in the market price of a company's
securities, securities class action litigation has often been instituted against
such a company. Such litigation could result in substantial costs and a
diversion of management's attention and resources.

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<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Sales of significant amounts of Common Stock in the public market after
this offering or the perception that such sales will occur could materially and
adversely affect the market price of the Common Stock or the future ability of
iVillage to raise capital through an offering of its equity securities. Of the
shares of Common Stock to be outstanding upon the closing of this
offering, the shares offered hereby will be eligible for immediate
sale in the public market without restriction, unless the shares are purchased
by "affiliates" of iVillage within the meaning of Rule 144 under the Securities
Act of 1933. The remaining shares of Common Stock held by existing
stockholders upon the closing of this offering will be "restricted securities",
as that term is defined in Rule 144. Restricted securities may be sold in the
public market only if registered or if they qualify for an exemption from
registration under Rules 144, 144(k) or 701 under the Securities Act. All of our
directors, officers and stockholders have agreed, subject to certain limited
exceptions, that they will not sell, directly or indirectly, any Common Stock
without the prior consent of Goldman, Sachs & Co. for a period of 180 days from
the date of this prospectus. Subject to the provisions of Rules 144, 144(k) and
701, additional shares totaling 50,692,771 will be available for sale in the
public market (subject in the case of shares held by affiliates to compliance
with certain volume restrictions) 180 days from the date of this prospectus.

In addition, there are outstanding options to purchase 5,596,276 shares of
Common Stock which will be eligible for sale in the public market from time to
time subject to vesting and the expiration of lock-up agreements. In addition,
certain stockholders, representing approximately 47,120,561 shares of Common
Stock (including shares issuable upon the exercise of certain warrants to
purchase Common Stock), will be entitled to certain demand registration rights
and certain stockholders, representing approximately 51,870,766 shares of
outstanding Common Stock (including shares issuable upon the exercise of certain
warrants to purchase Common Stock), will be entitled to certain piggyback
registration rights, subject to certain conditions. There are outstanding
warrants to purchase 1,277,996 shares of Common Stock which will be eligible for
sale in the public market from time to time subject to the expiration of lock-up
agreements and Rule 144. After the date of this prospectus, we intend to file a
Form S-8 registration statement under the Securities Act to register all shares
of Common Stock issuable under our 1995 Amended and Restated Employee Stock
Option Plan, the 1997 Amended and Restated Acquisition Stock Option Plan, the
1999 Employee Stock Option Plan, the 1999 Director Option Plan and the 1999
Employee Stock Purchase Plan. Such registration statement is expected to become
effective immediately upon filing, and shares covered by that registration
statement will thereupon be eligible for sale in the public markets, subject to
certain lock-up agreements and Rule 144 limitations applicable to affiliates.
Please see "Management--Stock Incentive Plans", "Description of Capital Stock--
Registration Rights", "Shares Eligible for Future Sale" and "Underwriting".

DILUTION AND ABSENCE OF DIVIDENDS

The initial public offering price of our Common Stock is substantially
higher than the net tangible book value per share of the Common Stock
immediately after this offering. Therefore, if you purchase our Common Stock in
this offering you will incur immediate dilution of approximately $ in the
net tangible book value per share of Common Stock from the price you pay for
such Common Stock (based upon an assumed initial public offering price of
$ per share). Please see "Dilution". The exercise of outstanding options
and warrants may result in further dilution. We have never declared or paid any
cash dividends on our capital stock. We do not currently anticipate paying cash
dividends in the foreseeable future.

BROAD DISCRETION IN USE OF PROCEEDS

We intend to use the net proceeds from the sale of the Common Stock offered
hereby for brand promotion, expansion of sales and marketing, acquisition of the
minority interest in iBaby, working capital and general corporate purposes,
including channel expansion and content development, expansion and/or relocation
of our offices and possible acquisitions. Accordingly, management will have
significant flexibility in applying the net proceeds of this offering. The
failure of management to apply such funds effectively could have a material
adverse

16
<PAGE>

effect on our business, results of operations and financial condition. Please
see "Use of Proceeds".

CERTAIN ANTI-TAKEOVER PROVISIONS

Certain provisions of our Amended and Restated Certificate of
Incorporation, Bylaws, other agreements and Delaware law could
make it more difficult for a third party to acquire us, even if a change in
control would be beneficial to our stockholders. This could discourage potential
takeover attempts and could adversely affect the market price of our Common
Stock. Please see "Description of Capital Stock".

USE OF PROCEEDS

The net proceeds to iVillage from the sale of the shares of Common Stock
offered hereby are estimated to be $ ($ if the
Underwriters' over-allotment option is exercised in full), assuming an initial
public offering price of $ per share, after deducting the estimated
underwriting discount and offering expenses payable by iVillage.

iVillage presently intends to use a portion of the net proceeds from this
offering to promote its brand, expand sales and marketing and purchase the
minority interest in iBaby. The balance of the net proceeds of this offering
will be used for working capital and general corporate purposes, including
channel expansion and content development, expansion and/or relocation of its
offices and possible acquisitions. iVillage believes opportunities may exist to
expand its current business through acquisitions and may utilize a portion of
the proceeds for such purpose. In addition, iVillage may consider acquisitions
of complementary businesses. Except for a letter of intent with Knowledgeweb,
Inc. d/b/a Astrology.Net and the proposed agreement with iBaby, Inc., iVillage
is not currently a party to any contracts or letters of intent with respect to
any acquisitions, and there can be no assurance that any of iVillage's expansion
plans will be realized or, if realized, will prove profitable for iVillage.
Please see "Management's Discussion and Analysis of Financial Condition and
Results of Operations". Pending such uses, the net proceeds of this offering
will be invested in short-term, interest-bearing, investment-grade securities.

DIVIDEND POLICY

iVillage has never declared or paid any cash dividends on its capital
stock. iVillage presently intends to retain future earnings, if any, to finance
the expansion of its business and does not expect to pay any cash dividends in
the foreseeable future.

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<PAGE>

CAPITALIZATION

The following table sets forth iVillage's capitalization as of
September 30, 1998 (i) on an actual basis, (ii) on a pro forma basis to reflect
(a) the sale of 11,730,948 shares of Series E Convertible Preferred Stock for
net proceeds of approximately $32.0 million on December 4, 1998, (b) the
conversion of all of iVillage's Convertible Preferred Stock into Common Stock
and the filing of an amendment to iVillage's Certificate of Incorporation
eliminating all of the designated Convertible Preferred Stock and (iii) on a pro
forma as adjusted basis to reflect the estimated net proceeds from the sale of
the Common Stock offered by iVillage at an assumed initial public offering price
of $ per share, after deducting the estimated underwriting discount and
offering expenses payable by iVillage. Please see "Use of Proceeds". You should
read this information together with iVillage's Consolidated Financial Statements
and the Notes thereto appearing elsewhere in this prospectus.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1998
------------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
----------- ------------ -----------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C>
Long-term obligations.............. $ 18 $ 18 $
----------- ------------ -------
Minority interest.................. 220 220
----------- ------------ -------
Stockholders' equity:
Series A convertible preferred
stock, par value $.0005;
1,000,000 shares authorized,
issued and outstanding
(actual); no shares authorized,
issued or outstanding (pro
forma and pro forma as
adjusted)...................... 1 -- --
Series B and B-1 convertible
preferred stock, par value
$.0005; 5,929,846 shares
authorized, 4,777,746 shares
issued and outstanding
(actual); no shares authorized,
issued or outstanding (pro
forma and pro forma as
adjusted)...................... 2 -- --
Series C convertible preferred
stock, par value $.0005;
13,528,762 shares authorized,
13,193,445 shares issued and
outstanding (actual); no shares
authorized, issued or
outstanding (pro forma and pro
forma as adjusted)............. 7
Series D convertible preferred
stock, par value $.0005;
13,000,000 shares authorized,
issued and outstanding
(actual); no shares authorized,
issued or outstanding (pro
forma and pro forma as
adjusted)...................... 6 -- --
Series E convertible preferred
stock, par value $.0005; no
shares authorized, issued or
outstanding.................... -- -- --
Preferred Stock, par value
$.0005; no shares authorized,
issued or outstanding (actual);
5,000,000 shares authorized, no
shares issued or outstanding
(pro forma and pro forma as
adjusted)...................... -- -- --
Common Stock, par value $.0005;
45,000,000 shares authorized,
6,337,156 shares issued and
outstanding (actual);
65,000,000 shares authorized
(pro forma and pro forma as
adjusted); 50,692,771 shares
issued and outstanding (pro
forma); shares issued
and outstanding (pro forma as
adjusted)(1)................... 3 25
Additional paid-in capital....... 76,784 108,778
Accumulated deficit.............. (65,070) (65,070)
Stockholders' notes receivable... (565) (565)
Unearned compensation............ (79) (79)
----------- ------------ -------
Total stockholders' equity....... 11,089 43,089
----------- ------------ -------
Total capitalization............. $ 11,327 $ 43,327 $
----------- ------------ -------
----------- ------------ -------
</TABLE>

- ------------------------------
(1) This information is based on shares of Common Stock outstanding
September 30, 1998. It excludes:
(i) such number of shares to be negotiated by us and iBaby prior to this
offering that may be

(Footnotes continued on next page)

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<PAGE>

(Footnotes continued from previous page)

issuable in connection with the acquisition of the minority interest in
iBaby;
(ii) 3,684,210 shares issuable to NBC over the next three years pursuant to our
agreement with NBC, plus an option granted to NBC to purchase additional
shares; (iii) 2,500,000 shares issuable in connection with the acquisition
of Knowledgeweb, Inc. d/b/a Astrology.Net and options to purchase 450,000
shares issuable in connection with employment agreements with certain
stockholders of Knowledgeweb, Inc.; (iv) 4,514,096 shares issuable upon the
exercise of options outstanding under our 1995 Amended and Restated
Employee Stock Option Plan with a weighted average exercise price of $1.92
per share; (v) 1,082,180 shares issuable upon the exercise of outstanding
options under our 1997 Amended and Restated Acquisition Stock Option Plan
with a weighted average exercise price of $1.70 per share; (vi) 5% of the
shares of Common Stock outstanding at the end of each prior year to be
reserved for future issuance under our 1999 Employee Stock Option Plan,
which will take effect when this offering is completed; (vii)
shares to be reserved for future issuance under our 1999 Director Option
Plan, which will take effect when this offering is completed;
(viii) shares to be reserved for future issuance under our 1999
Employee Stock Purchase Plan, which will take effect when this offering is
completed; and (ix) 1,277,996 shares issuable upon the exercise of
outstanding warrants with a weighted average exercise price of $2.18 per
share.

19
<PAGE>

DILUTION

The pro forma net tangible book value of iVillage as of September 30, 1998
was approximately $37.7 million, or approximately $0.74 per share of Common
Stock. Pro forma net tangible book value per share represents the amount of
iVillage's total tangible assets less total liabilities and minority interest,
divided by the pro forma number of shares of Common Stock outstanding (a) after
giving effect to (i) the sale of 11,730,948 shares of Series E Convertible
Preferred Stock on December 4, 1998 and (ii) the conversion of the outstanding
shares of all of iVillage's Convertible Preferred Stock into Common Stock and
(b) without giving effect to the issuance of (i) such number of shares to be
determined by us and iBaby prior to this offering that may be issuable in
connection with the acquisition of the minority interest in iBaby,
(ii) 3,684,210 shares to NBC over the next three years pursuant to our agreement
with NBC, plus an option granted to NBC to purchase additional shares and
(iii) 2,500,000 shares and options to purchase 450,000 shares issuable in
connection with employment agreements with certain stockholders of Knowledgeweb,
Inc. issuable in connection with the acquisition of Knowledgeweb, Inc. d/b/a
Astrology.Net. After giving effect to the sale of the Common Stock offered by
iVillage hereby at an assumed initial public offering price of $ per share,
and after deducting the estimated underwriting discount and offering expenses
payable by iVillage, the pro forma net tangible book value of iVillage, as
adjusted, as of September 30, 1998 would have been approximately $ ,
or $ per pro forma share of Common Stock. This represents an immediate
increase in net tangible book value of $ per share to iVillage's existing
stockholders and an immediate dilution in net tangible book value of $ per
share to new investors of Common Stock in this offering. If the initial public
offering price is higher or lower, the dilution to the new investors will be
greater or less, respectively. The following table illustrates this per share
dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price............. $
Pro forma net tangible book value per share prior
to this offering................................ $
Increase per share attributable to this
offering........................................
--------
Adjusted pro forma net tangible book value per
share after this offering.......................
--------
Dilution per share to new investors(1)............ $
--------
--------
</TABLE>

- ------------------------------
(1) Assuming the exercise in full of the Underwriters' over-allotment option,
the pro forma net tangible book value of iVillage at September 30, 1998
would have been approximately $ per share, representing an immediate
increase in net tangible book value of $ per share to iVillage's
existing stockholders and an immediate dilution in net tangible book value
of $ per share to new investors.
------------------------

The following table summarizes, on a pro forma basis, as of September 30,
1998, the number of shares of Common Stock purchased from iVillage, the total
consideration provided to iVillage and the average price per share provided by
existing stockholders and by
investors purchasing shares in this offering. The calculation below is based on
an assumed initial public offering price of $ per share, before deducting
the estimated underwriting discount and offering expenses payable by iVillage.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
------------------------ -------------------------- PRICE PER
NUMBER PERCENTAGE AMOUNT PERCENTAGE SHARE
---------- ---------- ------------ ---------- ---------
<S> <C> <C> <C> <C> <C>
Existing Stockholders... 50,692,771 % $110,213,990 % $2.17
New Investors...........
---------- ------ ------------ ------
Total.............. 100.0% $ 100.0%
---------- ------ ------------ ------
---------- ------ ------------ ------
</TABLE>

------------------------

The foregoing discussion and table assumes no exercise of options
outstanding under iVillage's 1995 Amended and Restated Employee Stock Option
Plan and the 1997 Amended and Restated Acquisition Stock Option Plan and no
issuance of shares reserved for future issuance under iVillage's 1999 Employee
Stock Option Plan, 1999 Director Option Plan and 1999 Employee Stock Purchase
Plan. As of September 30, 1998, there were options outstanding to purchase a
total of 5,596,276 shares of Common Stock at a weighted average price of $1.88
per share and 1,277,996 shares issuable upon exercise of outstanding warrants
with a weighted average exercise price of $2.18 per share. To the extent that
any of these options are exercised, there will be further dilution to new
investors. Please see "Risk Factors--Dilution and Absence of Dividends",
"Capitalization", "Management--Stock Incentive Plans" and Note 6 and Note 9 to
iVillage's Consolidated Financial Statements.

20
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and iVillage's Consolidated Financial Statements and Notes thereto
and other financial information included elsewhere in this prospectus. The
consolidated statement of operations data for the six-month period from July 1,
1995 (inception) to December 31, 1995 and the years ended December 31, 1996 and
1997 and the consolidated balance sheet data as of December 31, 1996 and 1997
are derived from the audited Consolidated Financial Statements of iVillage
included in this prospectus. The consolidated balance sheet data as of
December 31, 1995 are derived from the audited financial statements of iVillage
not included herein. The selected consolidated financial data as of
September 30, 1998 and for the nine months ended September 30, 1997 and 1998,
are derived from iVillage's unaudited Consolidated Financial Statements and
include, in the opinion of management, all adjustments (consisting only of
normal recurring adjustments) necessary to present fairly the data for such
periods. The historical results presented here are not necessarily indicative of
future results. The results for the nine months ended September 30, 1998 are not
necessarily indicative of the results to be expected for the full fiscal year.
<TABLE>
<CAPTION>
JULY 1, 1995
(INCEPTION) YEAR ENDED NINE MONTHS ENDED
TO DECEMBER 31, SEPTEMBER 30,
DECEMBER 31, ------------------ -------------------
1995 1996(1) 1997(2) 1997(2) 1998(3)
------------ ------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Revenues................. $ -- $ 732 $ 6,019 $ 3,662 $ 9,126
-------- ------- -------- -------- --------
Operating expenses:
Production, content and
product.............. 629 4,521 7,606 5,157 10,407
Sales and marketing.... 329 2,709 8,771 5,399 19,931
General and
administrative....... 673 3,213 10,727 7,410 11,857
-------- ------- -------- -------- --------
Total operating
expenses........... 1,631 10,443 27,104 17,966 42,195
-------- ------- -------- -------- --------
Loss from operations..... (1,631) (9,711) (21,085) (14,304) (33,069)
Interest (expense)
income, net............ (7) 28 (216) (205) 419
Loss on sale of Web
site(4)................ -- -- -- -- (165)
Minority interest(5)..... -- -- -- -- 366
-------- ------- -------- -------- --------
Net loss................. $ (1,638) $(9,683) $(21,301) $(14,509) $(32,449)
-------- ------- -------- -------- --------
-------- ------- -------- -------- --------
Basic and diluted net
loss per share(6)...... $ (0.50) $ (2.97) $ (4.55) $ (3.28) $ (5.21)
-------- ------- -------- -------- --------
-------- ------- -------- -------- --------
Weighted average shares
of common stock
outstanding used in
computing basic and
diluted net loss per
share(6)............... 3,250 3,262 4,683 4,421 6,233
-------- ------- -------- -------- --------
-------- ------- -------- -------- --------
Pro forma basic and
diluted net loss per
share(6)(7)(8)......... $ (0.88) $ (0.64)
-------- --------
-------- --------
Shares of common stock
used in computing pro
forma basic and diluted
net loss per
share(6)(7)(8)......... 24,308 50,506
-------- --------
-------- --------
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30, 1998
---------------------------- ---------------------------
1995 1996 1997 ACTUAL PRO FORMA(7)(8)
----- ------ ------- ------- ---------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash............................ $ 162 $2,102 $ 4,335 $ 8,768 $40,768
Working (deficit) capital....... (715) 1,006 1,260 285 32,285
Total assets.................... 275 4,997 16,236 23,302 55,302
Long-term debt.................. -- -- 139 18 18
Minority interest............... -- -- -- 220 220
Stockholders' (deficit)
equity........................ (629) 3,259 10,522 11,089 43,089
</TABLE>

- ------------------------------
(1) Includes the results of operations of ParentsPlace.com, Inc. from December
1996, the date of acquisition.
(2) Includes the results of operations of Health ResponseAbility Systems, Inc.
from May 1997, the date of acquisition.
(3) Includes the results of operations of iBaby, Inc. from April 1998, the date
of formation.
(4) Please see Notes 5 and 11 to iVillage's Consolidated Financial Statements.
(5) Minority interest represents the portion of the net loss of iBaby, Inc.
attributable to minority stockholders.
(6) Please see Note 2 to iVillage's Consolidated Financial Statements for
information concerning the calculation of weighted average shares of Common
Stock outstanding used in computing basic and diluted net loss per share.

(7) Excludes (i) such number of shares to be negotiated by iBaby and us prior to
this offering that may be issuable in connection with the acquisition of the
minority interest in iBaby, (ii) 3,684,210 shares issuable to NBC over the
next three years pursuant to our agreement with NBC, plus an option granted
to NBC to purchase additional shares and (iii) 2,500,000 shares issuable in
connection with the acquisition of Knowledgeweb, Inc. d/b/a Astrology.Net.
and 450,000 shares issuable in connection with employment agreements with
certain stockholders of Knowledgeweb, Inc.

(8) Gives pro forma effect to (i) the sale of 11,730,948 shares of Series E
Preferred Stock for net proceeds of approximately $32.0 million on
December 4, 1998 and (ii) the conversion of all of the outstanding shares of
Convertible Preferred Stock into shares of Common Stock automatically upon
the closing of this offering. Please see "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources" and Notes 9 and 12 of Notes to iVillage's Consolidated
Financial Statements.

21
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with iVillage's
Consolidated Financial Statements and Notes thereto and the other financial
information appearing elsewhere in this prospectus. In addition to historical
information, the following discussion and other parts of this prospectus contain
forward-looking information that involves risks and uncertainties. iVillage's
actual results could differ materially from those anticipated by such
forward-looking information due to competitive factors, risks associated with
iVillage's expansion plans and other factors discussed under "Risk Factors" and
elsewhere in this prospectus.

OVERVIEW

The iVillage network, iVillage.com, provides an easy-to-use, comprehensive
destination tailored to the interests and needs of women using the Internet.
iVillage.com is organized into 12 channels covering the leading topics of
interest to women online, such as family, health, work, money, food,
relationships, shopping and travel. We facilitate channel usage by providing
common features and functionality within each channel, including experts, chats,
message boards and services.

To date, iVillage's revenues have been derived primarily from the sale of
sponsorship and advertising contracts. Sponsorship and advertising revenues
constituted 82% of revenues for the nine months ended September 30, 1998 and 93%
of revenues for the year ended December 31, 1997.

Sponsorship revenues are derived principally from contracts ranging from
six to thirty-six months in which iVillage commits to provide sponsors enhanced
promotional opportunities that go beyond traditional banner advertising.
Sponsorships are designed to support broad marketing objectives, including
branding, awareness, product introductions, research and transactions.
Sponsorship agreements typically include the delivery of impressions and the
design and development of customized sites that enhance the promotional
objectives of the sponsor. The portion of sponsorship revenues related to the
delivery of impressions are recognized ratably in the period in which the
advertisement is displayed provided that none of iVillage's significant
obligations remain. To the extent that minimum guaranteed page deliveries are
not met, iVillage defers recognition of the corresponding revenues until the
guaranteed page deliveries are achieved. The portion of sponsorship revenues
related to the up-front customized design work, as specified in the contract, is
recognized in the period in which the work is performed.

Advertising revenues are derived principally from short-term advertising
contracts in which iVillage typically guarantees a minimum number of impressions
to be delivered to users over a specified period of time for a fixed fee.
Advertising rates, measured on a cost per thousand impressions ("CPMs") basis,
are dependent on whether the impressions are for general rotation throughout
iVillage's Web sites or for targeted audiences and properties within specific
areas of iVillage.com. Advertising revenues are recognized ratably in the period
in which the advertisement is displayed, provided that no significant iVillage
obligations remain. To the extent that minimum guaranteed page deliveries are
not met, iVillage defers recognition of the corresponding revenues until the
guaranteed page deliveries are achieved.

Sponsorship and advertising revenues also include barter revenues, which
represent an exchange by iVillage of advertising space on iVillage's Web sites
for reciprocal advertising space or traffic on other Web sites. Revenues from
these barter transactions are recorded as advertising revenues at the lower of
estimated fair value of the advertisements received or delivered and are
recognized when the advertisements are run on iVillage.com. Barter expenses are
recognized when iVillage's advertisements are run on the reciprocal Web sites,
which is typically in the same period as when the advertisements are run on
iVillage.com. iVillage believes these barter transactions are important in the
marketing of the iVillage.com brand, and expects to continue to engage in these
transactions in the future.

iVillage has identified a strategic opportunity to generate new commerce

22
<PAGE>

revenues while also enhancing the iVillage.com brand by offering merchandising
services. In April 1998, iVillage formed a joint venture with and acquired a
majority interest in iBaby, Inc. ("iBaby"), an online distributor of baby gifts
and products. iVillage recognizes revenues from its product sales, net of any
discounts, when products are shipped to customers and the collection of the
receivable is reasonably assured.

iVillage also generates commerce revenues through alliances with leading
merchants interested in targeting iVillage's audience. Revenues from iVillage's
share of the proceeds from its commerce partners' sales are recognized by
iVillage upon notification from its commerce partners of sales attributable to
iVillage's Web sites. To date, revenues from such revenue-sharing arrangements
have not been material.

On December 9, 1996, iVillage acquired all of the outstanding stock of
ParentsPlace.com, Inc., an Internet content provider, in exchange for 200,000
shares of iVillage's Common Stock.

In May 1997, iVillage completed the acquisition of Health ResponseAbility
Systems, Inc. ("HRS"), an Internet content provider, in exchange for
$2.6 million in cash, 1.3 million shares of iVillage's Common Stock and cash
amounts contingent on future performance levels of HRS and iVillage. In
addition, iVillage issued to AOL 609,000 shares of Common Stock in exchange for
the release of all equity rights in HRS held by AOL. In January 1998, iVillage
agreed to pay approximately $1.6 million to the prior owners of HRS in
settlement of the cash amounts contingent on future performance levels, as
stipulated in the agreement for the acquisition of HRS, but not later than
January 15, 1999. This amount was recorded as additional goodwill to be
amortized over the remaining period of expected benefit.

In September 1997, iVillage acquired substantially all of the assets of
StudentCenter LLC ("StudentCenter"), an Internet content provider, for $125,000
and the issuance of options to purchase 125,000 shares of Common Stock at $1.70
per share. In addition, iVillage was required to make additional bonus payments,
based on a percentage of net revenues, as defined and based on the amount of
StudentCenter page views. iVillage sold the assets of StudentCenter in May 1998
as part of the sale of About Work and paid $520,000 in connection with bonus
payments and issued options to purchase an additional 100,000 shares of Common
Stock at $1.70 per share.

In April 1998, iVillage entered into a joint venture agreement with
Ourbaby, LLC, a California limited liability company, to form iBaby. iVillage
purchased 1,000,000 shares of iBaby (of the total 1,666,666 shares outstanding)
for $1,350,000 and for the delivery of certain promotional rights, including
impressions on iVillage.com. iVillage's equity ownership in iBaby may be altered
due to various provisions included in the joint venture agreement including:

o conversion of any convertible notes issued in connection with any bridge
loan financing provided to iBaby by iVillage;

o the issuance of iBaby shares upon exercise of stock options and grants of
restricted stock;

o iVillage's failure to meet certain promotional obligations; and

o the occurrence of an initial public offering of iVillage's stock or a
merger, consolidation or sale transaction.

iVillage plans to exercise its option to acquire the minority interest in
iBaby upon completion of this offering. iVillage may use a combination of cash
and shares of Common Stock to be determined prior to this offering to acquire
the minority interest.

Since the formation of iBaby in April 1998, the accounts of iBaby have been
consolidated into iVillage's financial statements, as iVillage holds a majority
interest and control of iBaby.

In May 1998, iVillage entered into a production and asset sale agreement
for one of its content channels, About Work, in exchange for net proceeds of
approximately $ 1.8 million, as adjusted based on the terms of the agreement. In
connection with this sale, iVillage reported a loss of approximately $165,000.

iVillage has a limited operating history and its prospects are subject to
the risks, expenses and uncertainties frequently encountered by companies in the
new and rapidly evolving markets for Internet products and services.

23
<PAGE>

These risks include the failure to develop and extend iVillage's online service
brands, the rejection of iVillage's services by Web consumers, vendors and/or
advertisers, the inability of iVillage to maintain and increase the levels of
traffic on its online services, as well as other risks and uncertainties. In the
event that iVillage does not successfully implement its business plan, certain
assets may not be recoverable.

iVillage has incurred significant net losses and negative cash flows from
operations since its inception, and as of September 30, 1998, had an accumulated
deficit of approximately $65.1 million. These losses have been funded primarily
through the issuance of preferred equity securities. iVillage intends to
continue to invest heavily in marketing and promotion, content development and
technology and infrastructure development. As a result, iVillage believes that
it will continue to incur operating losses and negative cash flows from
operations for the foreseeable future and that the rate at which such losses
will be incurred may increase from current levels.

RESULTS OF OPERATIONS

The following table sets forth the results of operations for iVillage
expressed as a percentage of total revenues:

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
------------- ------------------
1996 1997 1997 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues........................... 100% 100% 100% 100%
---- ---- ---- ----
Operating expenses:
Production, content and
product....................... 618 126 141 114
Sales and marketing.............. 370 146 148 218
General and administrative....... 439 178 202 130
------ ---- ---- ----
Total operating expenses...... 1,427 450 491 462
------ ---- ---- ----
Loss from operations............... (1,327) (350) (391) (362)
------ ---- ---- ----
Net loss........................... (1,323)% (354)% (396)% (356)%
------ ---- ---- ----
------ ---- ---- ----
</TABLE>

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1998 TO NINE MONTHS ENDED
SEPTEMBER 30, 1997

REVENUES

Revenues increased 149% to $9.1 million for the nine months ended September
30, 1998, from $3.7 million for the nine months ended September 30, 1997. The
increase in revenues was primarily due to iVillage's ability to generate
significantly higher sponsorship and advertising revenues. This resulted from
the increase in iVillage's Web site traffic (arising from aggressive
distribution and branding campaigns) expansion of iVillage's sales force and the
hiring of a Senior Vice President of Sponsorship, as well as the addition and
enhancement of content on iVillage's Web sites. The development of iVillage's
commerce strategy, primarily through its investment in iBaby, has provided an
additional revenue source during the nine months ended September 30, 1998.
Sponsorship and advertising revenues accounted for approximately 82% and 92% of
revenues for the nine months ended September 30, 1998 and 1997, respectively.
Commerce revenues accounted for approximately 16% of revenues for the nine
months ended September 30, 1998, with no such revenues for the comparable period
in 1997. Although no one advertiser accounted for greater than 10% of total
revenues for the nine months ended September 30, 1998, iVillage's five largest
advertisers accounted for 22% of total revenues for the period. At
September 30, 1998, one advertiser accounted for greater than 10% of net
accounts receivable. For the nine months ended September 30, 1997, two
advertisers each accounted for greater than 10% of total revenues. In addition,
iVillage's five largest advertisers accounted for 31% of total revenues for the
period. At September 30, 1997, four advertisers each accounted for greater than
10% of net accounts receivable. Included in sponsorship and advertising revenues
are barter transactions which accounted for approximately 20% and 5% of revenues
for the nine months ended September 30, 1998 and 1997, respectively.

24
<PAGE>

OPERATING EXPENSES

PRODUCTION, CONTENT AND PRODUCT. Production, content and product expenses
consist primarily of salaries, payroll taxes and benefits and expenditures
related to editorial content, community management and support personnel,
technology, software development and operations expenses, and product costs
related to merchandise sales. Production, content and product expenses increased
to $10.4 million, or 114% of revenues, for the nine months ended September 30,
1998 from $5.2 million, or 141% of revenues, for the nine months ended
September 30, 1997. The dollar increase was primarily attributable to increased
personnel and associated technology costs related to enhancing the content and
functionality of iVillage's Web sites. In addition, the increase was partially
attributable to product costs of $1.2 million arising from commerce transactions
that did not exist in 1997. Production, content and product expenses decreased
as a percentage of revenues because of the rapid growth in revenues relative to
the growth in iVillage's cost structure. iVillage believes that significant
investments in technology and content development are required to remain
competitive and, therefore, expects that its production, content and product
expenses will continue to increase in absolute dollars for the foreseeable
future.

SALES AND MARKETING. Sales and marketing expenses consist primarily of
costs of distribution agreements, salaries, payroll taxes and benefits for sales
and marketing personnel, commissions, advertising and other marketing related
expenses. Sales and marketing expenses increased to $19.9 million, or 218% of
revenues, for the nine months ended September 30, 1998, from $5.4 million, or
148% of revenues, for the nine months ended September 30, 1997. The dollar
increase in sales and marketing expenses was primarily due to expanded
distribution agreements, increases in advertising expenses related to iVillage's
branding campaign and the hiring of additional sales personnel. iVillage has
invested heavily in distribution arrangements in the past twelve months and
currently has agreements with AOL, Excite, Lycos and Infoseek. Sales and
marketing expenses as a percentage of revenues increased due to iVillage's
branding campaign and distribution agreements. Included in sales and marketing
expenses are barter transactions, which accounted for approximately 9% and 4% of
sales and marketing expenses for the nine months ended September 30, 1998 and
September 30, 1997, respectively.

GENERAL AND ADMINISTRATIVE. General and administrative expenses consist
primarily of depreciation and amortization, salaries, payroll taxes and benefits
and related costs for general corporate functions, including executive
management, finance, facilities, legal and fees for other professional services.
General and administrative expenses increased to $11.9 million, or 130% of
revenues, for the nine months ended September 30, 1998, from $7.4 million, or
202% of revenues, for the nine months ended September 30, 1997. The dollar
increase in general and administrative expenses was primarily due to increased
depreciation and amortization of goodwill and other intangible assets from
acquisitions, an increase in the number of personnel to support the growth of
iVillage's business and recruiting costs related to filling key senior executive
positions. Depreciation and amortization of goodwill and other intangible assets
from acquisitions accounted for $4.0 million and $2.2 million of general and
administrative expenses for the nine months ended September 30, 1998 and
September 30, 1997, respectively. General and administrative expenses decreased
as a percentage of total revenues because of the disproportionate growth in
revenues relative to the growth of general and administrative expenses. iVillage
expects that it will incur additional general and administrative expenses in
absolute dollars as iVillage continues to hire personnel and incurs expenses
related to the growth of the business and its operations as a public company.

INTEREST (EXPENSE) INCOME, NET

Interest (expense) income, net includes interest income from iVillage's
cash balances and interest expense related to iVillage's financing obligations,
including non-cash expenses related to the issuance of warrants associated with
a bridge financing in 1997. Interest (expense) income, net improved to an income
of $0.4 million for the nine months ended September 30, 1998, from an expense of
$(0.2) million for the nine months ended

25
<PAGE>

September 30, 1997 primarily due to a higher average net cash balance as a
result of the receipt of the proceeds from the issuance of shares of iVillage's
Series D Convertible Preferred Stock from February through June 1998.

MINORITY INTEREST

Minority interest represents the portion of the net loss of iBaby, Inc.
attributable to minority stockholders.

COMPARISON OF YEARS ENDED DECEMBER 31, 1997 AND 1996 AND THE PERIOD FROM
JULY 1, 1995 (INCEPTION) TO DECEMBER 31, 1995

REVENUES

Revenues were $6.0 million and $0.7 million for the years ended
December 31, 1997 and 1996, respectively. iVillage did not generate any revenues
in 1995. The absolute dollar increases from year to year were due primarily to
the growth in sponsorship and advertising revenues since 1995, which was largely
attributable to the increased use of the Internet, acceptance of the Internet as
an advertising medium and increased viewer traffic on iVillage.com. Sponsorship
and advertising revenues accounted for 93% and 74% of revenues for the years
ended December 31, 1997 and 1996, respectively. Included in advertising and
sponsorship revenues were barter transactions, which accounted for approximately
10% and approximately 1% of revenues for the years ended December 31, 1997 and
1996, respectively. Although iVillage's five largest sponsorship and advertising
customers accounted for 26% of revenues for the year ended December 31, 1997, no
one advertiser accounted for greater than 10% of total revenues. At
December 31, 1996, four customers each represented greater than 10% of the net
accounts receivable balance. At December 31, 1997, one customer accounted for
approximately 31% of the net accounts receivable balance. For the years ended
December 31, 1997 and 1996, iVillage derived revenues from usage fees paid by
AOL based on visitation to iVillage.com on the AOL service. Usage fees were
$0.4 million and $0.2 million for the years ended December 31, 1997 and 1996,
respectively. During the year ended December 31, 1997, iVillage entered into a
new agreement with AOL that eliminated usage fees.

OPERATING EXPENSES

PRODUCTION, CONTENT AND PRODUCT. Production, content and product expenses
were $7.6 million, or 126% of revenues, $4.5 million, or 618% of revenues, and
$0.6 million for the years ended December 31, 1997 and 1996 and the period from
July 1, 1995 (inception) through December 31, 1995, respectively. The dollar
increases from year to year in production, content and product expenses were
primarily attributable to increases in personnel and related costs to support
enhancement of iVillage's Web site technology and content. Production, content
and product expenses as a percentage of revenues have decreased because of the
growth in revenues.

SALES AND MARKETING. Sales and marketing expenses were $8.8 million, or
146% of revenues, $2.7 million, or 370% of revenues, and $0.3 million for the
years ended December 31, 1997 and 1996 and the period from July 1, 1995
(inception) through December 31, 1995, respectively. The dollar increases from
year to year in sales and marketing expenses were primarily due to expanded
distribution arrangements, the addition of a direct sales force, which iVillage
began building in the second half of 1996, and increases in marketing expenses.
Included in sales and marketing are barter transactions, which accounted for
approximately 10% of sales and marketing in the year ended December 31, 1997.
Sales and marketing expenses as a percentage of revenues have decreased because
of the growth in revenues.

GENERAL AND ADMINISTRATIVE. General and administrative expenses were $10.7
million, or 178% of revenues, $3.2 million, or 439% of revenues, and $0.7
million for the years ended December 31, 1997 and 1996 and the period from July
1, 1995 (inception) through December 31, 1995, respectively. The dollar
increases from year to year in general and administrative expenses were
primarily due to increases in depreciation and amortization expense, the number
of general and administrative personnel and professional services and facility
expenses to support the growth of iVillage's operations. General and
administrative expenses as a percentage of

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revenues have decreased because of the growth in revenues. Depreciation and
amortization of goodwill and other intangible assets from acquisitions accounted
for $1.4 million and $0.1 million for the years ended December 31, 1997 and
1996, respectively.

INTEREST (EXPENSE) INCOME, NET

Interest (expense) income, net was approximately $216,000 expense, $28,000
income and $7,000 expense for the years ended December 31, 1997 and 1996 and the
period from July 1, 1995 (inception) through December 31, 1995, respectively.
The increase in interest expense, net for the year ended December 31, 1997 was
primarily due to warrants issued in connection with the issuance of bridge
financing resulting in an interest charge of approximately $650,000.

INCOME TAXES

As of December 31, 1997, iVillage had approximately $26.5 million of
federal net operating loss carryforwards for tax reporting purposes available to
offset future taxable income. iVillage's federal net operating loss
carryforwards expire beginning in 2012. Certain future changes in the share
ownership of iVillage, as defined in the Tax Reform Act of 1986, may restrict
the utilization of carryforwards. A valuation allowance has been recorded for
the entire deferred tax asset as a result of uncertainties regarding the
realization of the asset due to the lack of iVillage's earnings history.

RECENT EVENTS

On November 11, 1998, iVillage entered into an agreement with National
Broadcasting Company, Inc. ("NBC") pursuant to which NBC will promote
iVillage.com on television primarily during prime time programs, as well as
through its Web sites. The terms of the NBC agreement provide for the following:

o NBC to provide iVillage with the use of advertising spots having an aggregate
value of $3.5 million per annum over a three-year period. For each
$3.5 million of advertising spots, iVillage will issue 1,228,070 shares of
Series E Convertible Preferred Stock (or shares of Common Stock after this
offering).

o NBC will have the option, exercisable at its sole discretion, to provide
iVillage with additional spots having an aggregate value of $5 million for
each of the three years. Upon exercise of NBC's option, iVillage will issue
shares of Series E Convertible Preferred Stock (or shares of Common Stock
after this offering) equal to the aggregate value of additional spots divided
by $4.15 in the first year, $5.15 in the second year and $6.15 in the third
year.

In accordance with Emerging Issues Task Force Abstract No. 96-18,
"Accounting for Equity Instruments That Are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services", iVillage will
record the value of spots to be received based on fair value of the stock
provided to NBC or the fair value of the spots received, whichever is more
reliably measured, at the earlier of when the stock is provided to NBC or either
a performance commitment by NBC is reached or the performance is complete.
Amounts recorded prior to the receipt of the advertising spots will be
classified on the balance sheet as deferred advertising costs with the offset to
Series E Convertible Preferred Stock (or Common Stock after this offering) and
additional paid-in capital. As the advertising spots are run, iVillage will
amortize the deferred advertising costs.

NBC may terminate the agreement in the event that a change of control of
iVillage, as defined in the agreement, occurs involving a television broadcast
network entity or its affiliate that directly competes with NBC.

Due to the potential impact of future stock price movements on the
valuation of advertisements received, there may be significant non-cash charges
with respect to the cost of these advertisements. Further, the timing of such
charges is highly uncertain. This could severely impact the predictability of
future operating results.

On January 4, 1999, iVillage signed a letter of intent to acquire all of
the outstanding capital stock of Knowledgeweb, Inc. d/b/a Astrology.Net, an
Internet content provider, in exchange for 2.5 million shares of the Company's
Common Stock and $1 million in cash.

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SEASONALITY AND FLUCTUATIONS
IN OPERATING RESULTS

iVillage's operating results may fluctuate significantly in the future as a
result of a variety of factors, many of which are beyond iVillage's control.
Factors that may adversely affect iVillage's quarterly results of operations
include:

o iVillage's ability to attract and retain users and members;

o iVillage's ability to attract and retain advertisers and sponsors and
maintain advertiser and sponsor satisfaction;

o iVillage's ability to attract and retain customers and maintain customer
satisfaction for its existing and future e-commerce businesses;

o the development, announcement and introduction of new sites, services and
products by iVillage or its competitors;

o the timing and uncertainty of sales cycles;

o the level of Web usage and online service usage;

o iVillage's ability to upgrade and develop its systems and infrastructure
and attract new personnel in a timely and effective manner;

o the level of traffic on iVillage's Web sites;

o iVillage's ability to successfully integrate the operations and
technologies from acquisitions or other business combinations;

o technical difficulties or system downtime affecting the Internet
generally or the operation of iVillage's Web sites;

o economic conditions specific to the Internet, as well as general economic
conditions; and

o the timing and magnitude of NBC-related charges.

iVillage believes that advertising sales in traditional media, such as
television and radio, generally are lower in the first and third calendar
quarters of each year. If iVillage's market makes the transition from an
emerging to a more developed market, seasonal and cyclical patterns may develop
in its industry. Seasonal and cyclical patterns in Internet advertising may also
affect iVillage's revenues. Traffic levels on iVillage's Web sites typically
fluctuate during the summer and year-end vacation and holiday periods. In
addition, we anticipate that sales from iBaby and any other future consumer
goods we may sell will typically increase during the fourth quarter as a result
of the holiday season and may decline during other periods. Seasonality in the
retail industry, Internet and commercial online service usage and advertising
expenditures are likely to cause quarterly fluctuations in our results of
operations and could have a material adverse effect on our business, results of
operations and financial condition.

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, iVillage has financed its operations primarily through
the private placement of its Convertible Preferred Stock. As of September 30,
1998, iVillage had approximately $8.8 million in cash.

Net cash used in operating activities increased to $15.3 million for the
year ended December 31, 1997 from $8.7 million for 1996, and increased to
$24.4 million for the nine months ended September 30, 1998 from $11.1 million
for the nine months ended September 30, 1997. The increase in net cash used
resulted primarily from increasing net losses, offset by the timing of payable
settlements and increased depreciation and amortization expense.

Net cash used in investing activities increased to $6.9 million for the
year ended December 31, 1997 from $0.7 million for 1996, resulting primarily
from increased purchases of property and equipment and the $2.6 million cash
portion of the acquisition of iVillage's health channel. Net cash used in
investing activities decreased to $3.7 million for the nine months ended
September 30, 1998, compared to $6.6 million for the nine months ended
September 30, 1997, primarily due to the acquisition of iVillage's health
channel in 1997 and fewer purchases of property and equipment in 1998.

Net cash provided by financing activities increased to $24.4 million for
1997 compared to $11.3 million for 1996 primarily due to the $24.8 million of
net cash proceeds from the sale of shares of iVillage's Series C Convertible

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Preferred Stock in 1997, inclusive of convertible notes, versus net cash
proceeds of $11.3 million from the sale of iVillage's Series B and B-1
Convertible Preferred Stock in 1996, inclusive of convertible notes. Net cash
provided by financing activities increased to $32.5 million for the nine months
ended September 30, 1998 compared to $21.0 million, inclusive of convertible
notes, for the nine months ended September 30, 1997, primarily due to the $31.5
million of net cash proceeds from the sale of iVillage's Series D Convertible
Preferred Stock and $1.7 million of cash proceeds from the sale of Common Stock
in the first nine months of 1998 versus cash proceeds of $17.6 million from the
sale of iVillage's Series C Convertible Preferred Stock and $3.8 million from
the proceeds from convertible notes payable in the first nine months of 1997.

In December 1998, iVillage sold 11,730,948 shares of Series E Convertible
Preferred Stock through a private placement in exchange for net proceeds of
approximately $32.0 million. Holders of Series E Convertible Preferred Stock
have participating preferred rights and the same conversion and dividend rights
as well as anti-dilution protection as the pre-existing holders of iVillage's
Convertible Preferred Stock. Holders of Series E Convertible Preferred Stock
also have the same liquidation preference as the holders of the Series C and D
Convertible Preferred Stock. The Series E Convertible Preferred Stock will
convert into Common Stock upon the closing of this offering.

iVillage's capital requirements depend on numerous factors, including
market acceptance of iVillage's services, the amount of resources iVillage
devotes to investments in the iVillage.com network, the resources iVillage
devotes to marketing, selling its services and its brand promotions and other
factors. iVillage has experienced a substantial increase in its expenditures
since its inception consistent with growth in iVillage's operations and
staffing, and anticipates that this will continue for the foreseeable future.
Additionally, iVillage will continue to evaluate possible investments in
businesses, products and technologies, and plans to expand its sales and
marketing programs and conduct more aggressive brand promotions. iVillage
currently anticipates that its available cash resources combined with the net
proceeds from this offering will be sufficient to meet its anticipated needs for
working capital and capital expenditures for at least the 12 months following
the date of this prospectus. We may need to raise additional funds, however, in
order to fund more rapid expansion, to develop new or enhance existing services
or products, to respond to competitive pressures or to acquire complementary
products, businesses or technologies. If additional funds are raised through the
issuance of equity or convertible debt securities, the percentage ownership of
our stockholders will be reduced, our stockholders may experience additional
dilution and such securities may have rights, preferences or privileges senior
to those of our stockholders. We cannot assure you that additional financing
will be available on terms favorable to us, or at all. If adequate funds are not
available or are not available on acceptable terms, our ability to fund our
expansion, take advantage of unanticipated opportunities, develop or enhance
services or products or otherwise respond to competitive pressures would be
significantly limited. Our business, results of operations and financial
condition could be materially adversely affected by such limitation.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS No. 131"), which
establishes standards for reporting information about operating segments in
annual financial statements. It also establishes standards for related
disclosures about products and services, geographic areas and major customers.
SFAS No. 131 will be adopted by us at December 31, 1998. The adoption of SFAS
No. 131 is not expected to have an impact on iVillage's results of operations,
financial position or cash flows.

In February 1998, FASB issued SFAS No. 132, "Employers' Disclosures about
Pension and Other Postretirement Benefits" ("SFAS No. 132"), which revises
employers' disclosures about pension and other postretirement benefit plans.
SFAS No. 132 does not change the measurement or

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recognition of those plans. SFAS No. 132 is effective for fiscal years beginning
after December 15, 1997. The adoption of SFAS No. 132 is not expected to have an
impact on iVillage's results of operations, financial position or cash flows.

In March 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for the Cost of
Computer Software Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1
is effective for financial statements for years beginning after December 15,
1998. SOP 98-1 provides guidance over accounting for computer software
development or obtained for internal use including the requirement to capitalize
specified costs and amortization of such costs. iVillage does not expect the
adoption of this standard to have a material effect on iVillage's capitalization
policy.

In April 1998, AICPA issued SOP 98-5, "Reporting on the Costs of Start-Up
Activities" ("SOP 98-5"). SOP 98-5, which is effective for fiscal years
beginning after December 15, 1998, provides guidance on the financial reporting
of start-up costs and organization costs. It requires costs of start up
activities and organization costs to be expensed as incurred. As iVillage has
expensed these costs historically, the adoption of this standard is not expected
to have a significant impact on iVillage's results of operations, financial
position or cash flows.

In June 1998, FASB issued SFAS No. 133, "Accounting for Derivatives and
Hedging Activities" ("SFAS No. 133"), which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, (collectively referred to as derivatives) and for
hedging activities. SFAS No. 133 is effective for all fiscal quarters of fiscal
years beginning after June 15, 1999. The adoption of SFAS No. 133 is not
expected to have an impact on iVillage's results of operations, financial
position or cash flows upon the adoption of this standard.

YEAR 2000 COMPLIANCE

Many currently installed computer systems and software products are coded
to accept or recognize only two digit entries in the date code field. These
systems and software products will need to accept four digit entries to
distinguish 21st century dates from 20th century dates. As a result, computer
systems and/or software used by many companies and governmental agencies may
need to be upgraded to comply with such Year 2000 requirements or risk system
failure or miscalculations causing disruptions of normal business activities.

STATE OF READINESS

iVillage has made a preliminary assessment of the Year 2000 readiness of
its operating financial and administrative systems, including the hardware and
software that support iVillage's systems. iVillage's assessment plan consists of
(i) quality assurance testing of its internally developed proprietary software;
(ii) contacting third-party vendors and licensors of material hardware, software
and services that are both directly and indirectly related to the delivery of
iVillage's services to its users; (iii) contacting vendors of third-party
systems; (iv) assessing repair or replacement requirements; (v) implementing
repair or replacement; (vi) implementation; and (vii) creating of contingency
plans in the event of Year 2000 failures. iVillage plans to perform a Year 2000
simulation on its systems during the first quarter of 1999 to test system
readiness. Based on the results of its Year 2000 simulation test, iVillage
intends to revise its internally developed proprietary software as necessary to
improve the Year 2000 compliance of its internally developed proprietary
software. Many vendors of material hardware and software components of its
systems have indicated that the products used by iVillage are currently Year
2000 compliant. iVillage will require vendors of its other material hardware and
software components of its systems to provide assurances of their Year 2000
compliance. iVillage plans to complete this process during the first half of
1999. Until such testing is completed and such vendors and providers are
contacted, iVillage will not be able to completely evaluate whether its systems
will need to be revised or replaced.

COSTS

To date, iVillage has not incurred any material expenditures in connection
with identifying, evaluating or addressing Year 2000 compliance

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issues. Most of iVillage's expenses have related to, and are expected to
continue to relate to, the operating costs associated with time spent by
employees in the evaluation process and Year 2000 compliance matters generally.
At this time, iVillage does not possess the information necessary to estimate
the potential costs of revisions to its systems should such revisions be
required or the replacement of third-party software, hardware or services that
are determined not to be Year 2000 compliant. Although iVillage does not
anticipate that such expenses will be material, such expenses, if higher than
anticipated, could have a material adverse effect on iVillage's business,
results of operations and financial condition.

RISKS

iVillage is not currently aware of any Year 2000 compliance problems
relating to its systems that would have a material adverse effect on iVillage's
business, results of operations and financial condition, without taking into
account iVillage's efforts to avoid or fix such problems. There can be no
assurance that iVillage will not discover Year 2000 compliance problems in its
systems that will require substantial revision. In addition, there can be no
assurance that third-party software, hardware or services incorporated into
iVillage's material systems will not need to be revised or replaced, all of
which could be time-consuming and expensive. The failure of iVillage to fix or
replace its internally developed proprietary software or third-party software,
hardware or services on a timely basis could result in lost revenues, increased
operating costs, the loss of customers and other business interruptions, any of
which could have a material adverse effect on iVillage's business, results of
operations and financial condition. Moreover, the failure to adequately address
Year 2000 compliance issues in its internally developed proprietary software
could result in claims of mismanagement, misrepresentation or breach of contract
and related litigation, which could be costly and time-consuming to defend.

In addition, there can be no assurance that governmental agencies, utility
companies, Internet access companies, third-party service providers and others
outside of iVillage's control will be Year 2000 compliant. The failure by such
entities to be Year 2000 compliant could result in a systemic failure beyond the
control of iVillage, such as a prolonged Internet, telecommunications or
electrical failure, which could also prevent iVillage from delivering its
services to its customers, decrease the use of the Internet or prevent users
from accessing its Web sites which could have a material adverse effect on
iVillage's business, results of operations and financial condition.

CONTINGENCY PLAN

As discussed above, iVillage is engaged in an ongoing Year 2000 assessment
and has not yet developed any contingency plans. The results of iVillage's Year
2000 simulation testing and the responses received from third-party vendors and
service providers will be taken into account in determining the nature and
extent of any contingency plans.

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BUSINESS

iVILLAGE INC.

iVillage is a leading online women's network and one of the most
demographically targeted online communities on the World Wide Web. iVillage's
network, "iVillage.com", provides an easy-to-use, comprehensive destination
tailored to the interests and needs of women aged 25 through 49. We provide
advertisers and merchants with targeted access to women using the Web. During
October 1998 iVillage.com was the only top 100 Web site with a female audience
greater than 65%.

iVillage's network consists of 12 channels covering the leading topics of
interest to women online, such as family, health, work, money, food,
relationships, shopping and travel. We facilitate channel usage by providing
common features and functionality within each channel, including experts, chats,
message boards and services.

As of October 31, 1998, iVillage's membership, its core audience and most
valuable users, was 84% female and consisted of approximately 740,000 unique
members as compared to approximately 170,000 unique members as of January 31,
1998. For the month ended October 31, 1998, iVillage.com had 2.7 million unique
visitors. We believe that iVillage.com appeals to advertisers, consumers and
merchants because it combines the following attributes to create a powerful
environment for advertising and commerce: (i) a highly targeted and attractive
demographic user group, (ii) a high degree of member involvement and (iii) an
interactive sponsorship model that integrates advertising and commerce into each
of the site's content.

INDUSTRY BACKGROUND

GROWTH OF THE INTERNET AND ONLINE COMMERCE

The Internet has emerged as a significant global communications medium,
enabling millions of people to share information and conduct business
electronically and providing advertisers and businesses with an attractive means
of marketing and selling their products and services. International Data
Corporation ("IDC") estimates the number of users associated with accessing the
Web to increase from approximately 69 million at the end of 1997 to
approximately 320 million by the end of 2002. According to IDC, worldwide
commerce revenue on the Internet is expected to increase from approximately
$12.4 billion at the end of 1997 to more than $425 billion in 2002. Accordingly,
Jupiter Communications, Inc. ("Jupiter") estimates that the amount of
advertising dollars spent on the Internet is expected to increase from
approximately $1.9 billion in 1998 to $7.7 billion by 2002, a compound annual
growth rate of 42%. The Internet enables features and functions that are
unavailable in traditional media, permitting online retailers to interact
effectively with customers and advertisers to target specific demographic groups
by capturing valuable data on customer tastes, preferences and shopping and
buying patterns.

WOMEN'S INCREASING USE OF THE INTERNET AND THEIR IMPORTANCE IN THE ECONOMY

Women represent an attractive demographic group for advertisers and
businesses. The number of female AOL subscribers increased from 16% of total
subscribers in 1994 to 51% in June 1998. According to Jupiter, 45% of the
Internet audience was female as of January 1998. These trends are important to
advertisers because women are estimated to have disproportionate control or
influence over consumer spending in the United States, controlling or
influencing $2.4 trillion of the $3.0 trillion in annual consumer spending. For
example, according to Advertising Age in November 1997, women controlled or
influenced purchases of 80% of new cars, 66% of home computers, 46% of men's
wear and 70% of appliance choices. We believe that women are increasing their
use of the Internet for commercial purposes. Although women are underrepresented
in the online spending category, accounting for only 25% of online sales in
1996, as reported by Jupiter Webtrack, this gap is expected to narrow over the
next several years and grow to 47% by 2000.

Spending on advertising targeted to women is generally considered to
represent the largest single category of advertising in the United States. Also,
industry analysts believe

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that women online spend fewer hours watching television or reading print media
than they did prior to using the Internet in comparison to their male
counterparts. Thus, as women move online, advertisers will likely follow suit.

NEED FOR WOMEN'S NETWORK

For advertisers to effectively reach women online, they need to address the
fact that women use the Internet differently than men. iVillage believes that
women want an environment built to meet their needs for problem-solving,
time-efficiency, integration of information, peer advice and simple navigation.
Accordingly, women appear to spend less time "surfing" the Internet than men and
more of their online time at a single destination. In addition, the varied
social roles of women create additional stress and underscore the need for
efficient problem-solving mechanisms. For example, a working mother might find
herself at midnight applying for a mortgage, trading stocks or researching a
disease on the Internet, a time when traditional service providers cannot be
reached. The Internet provides a powerful communications vehicle where a woman
can find answers and seek advice from women with relevant life experiences at
any time of the day and from work or home.

iVillage believes that the major navigational hubs are generally designed
for all major demographic audiences, and, therefore, have historically not
created an environment focused on the specific programming needs and buying
habits of women. Consequently, iVillage believes that women online and
advertisers and merchants seeking to reach concentrations of women online are
underserved.

THE iVILLAGE SOLUTION

iVillage.com is the largest online women's network and one of the most
demographically targeted online communities on the Web. iVillage focuses on the
needs of women online and has created an environment that solves everyday
problems quickly in those areas of life most important to women, including
family, parenting, work, money and health. The user's experience on iVillage.com
centers on solving these problems in one destination through targeted community,
access to experts, useful interactive tools and commerce opportunities.

iVillage believes its success to date can be attributed to the following
factors:

FOCUS ON HIGHLY TARGETED DEMOGRAPHIC GROUP

iVillage.com is primarily tailored to the interests and needs of women
online between the ages of 25 and 49. iVillage believes that these women want:

o powerful, quick and easily accessible problem-solving content;

o emotional support, a sense of identification and access to sympathetic
listeners; and

o a consistent navigation and programming experience.

iVillage believes that its network creates the experience women are seeking
and distinguishes iVillage.com from portals, AOL and other women's networks.
iVillage.com offers a series of integrated tools, community resources, experts
and information databases to help women solve their everyday problems quickly
and effectively. For example, a woman who learns that she has a disease can
quickly:

o access other members who have lived through this experience and can
provide both guidance and emotional relief;

o access Healthwise Knowledgebase, a medical database to research the
topic; and

o select and purchase books on the topic.

iVillage.com provides a place where women can find support from like-minded
women and the comfort of knowing that other women have shared similar
experiences and have come through them successfully. This program enables women
to work together towards breaking the cycle of dieting and weight gain.
iVillage.com also offers daily polls that provide women with an immediate sense
of belonging and connection.

iVillage.com has a consistent navigation and programming experience across
all channels and functions. Each channel is organized in a consistent manner
around tools, experts, resources and community. During October 1998,
iVillage.com's home page on both the Internet and AOL provided users with links
each week to approximately 50 experts, 700 chats and 1,500 message boards. In
content partnerships, iVillage generally

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maintains responsibility for creating the content's look and feel to assure a
consistent organization within the network. For example, in an agreement with
Amazon.com, Inc., iVillage created the Book Club channel where iVillage.com
members review the books and organize discussions. In an alliance with Intuit
Inc., Armchair Millionaire was created within the iVillage.com template and is
managed by iVillage's staff.

ACTIVE MEMBERSHIP AND COMMUNITY PARTICIPATION

iVillage encourages active participation in its community and offers a
number of programs to increase levels of participation. Believing that members
form iVillage.com's core audience and are its most valuable customers, iVillage
created a membership services group in January 1998. As of October 31, 1998, the
network had approximately 740,000 unique members, up from approximately 170,000
unique members as of January 31, 1998. iVillage has built an organization of
over approximately 1,000 community leaders who volunteer a significant amount of
time hosting message boards and chats and contributing to iVillage.com's
proprietary content and innovative bottoms-up programming. iVillage.com also
sends 5.5 million electronic newsletters per week to its members, visitors and
newsletter subscribers.

POSITIVE ENVIRONMENT FOR ADVERTISING AND COMMERCE

iVillage believes that iVillage.com appeals to advertisers and consumers
because it combines the following attributes:

o a high degree of member involvement with the site, through polls, boards,
chats, community challenges and personalized interactive services;

o an interactive sponsorship model that integrates advertising and commerce
into the site;

o a highly-targeted demographic group; and

o a consistency of brand and navigation throughout the network.

iVillage believes that this combination has resulted in effective CPMs
(iVillage's standard cost per thousand impressions) above the industry average,
and above the average for other women's sites. In addition, iVillage.com offers
a scalable business platform from which iVillage can generate multiple revenue
streams including:

o banner advertising;

o sponsorship;

o production; and

o e-commerce.

BUSINESS STRATEGY

iVillage's objective is to continue to be the premier site for women
online. Key elements of iVillage's strategy are as follows:

BUILD STRONG BRAND RECOGNITION

iVillage believes that building brand recognition of iVillage.com is
critical to attracting and expanding its global Internet user base. iVillage's
market leadership position has been driven by partnership and distribution
agreements with other leading Internet-based companies. iVillage believes
aggressive brand-building will become increasingly important to sustain its
leadership position and has begun to allocate some of its branding expenditures
toward offline branding on television and radio, through direct media spending
and through strategic alliances with traditional media partners. These alliances
are relatively new and iVillage is just beginning to see their benefits.
iVillage believes that it can build offline brand awareness and attract traffic
by leveraging the reach of traditional media partners. For example, in November
1998 iVillage entered into a contract with NBC pursuant to which NBC will
promote iVillage.com during prime time programs as well as through its Web
sites. iVillage also entered into an agreement in October 1998 with AT&T where
AT&T will promote iVillage through TV and mass media marketing.

iVillage also plans to build brand recognition and develop new commerce
opportunities through the marketing and packaging of its content. For example,
iVillage currently runs a syndicated column with Copley News Services based upon
its content and has arranged to publish four books under the Parent Soup brand
in order to reach offline audiences.

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AGGRESSIVELY GROW MEMBERSHIP

iVillage intends to grow its membership base and increase member usage
through member promotions, interactive services, community building and
relationships with national women's organizations. iVillage also plans to offer
additional members-only services, such as personal home pages, instant messaging
and multi-player games, and to transition portions of its programming to
member-only areas. Once the user has visited iVillage.com, iVillage's mission is
to convert that user to a member.

ENHANCE AND EXPAND THE NETWORK

iVillage intends to offer additional functionality such as personalized
home pages and instant messaging and to expand the network by developing
additional channels such as computers and finance and expand the content of its
existing channels. iVillage intends to develop these additional channels with
sponsors and media partners in order to maintain low development costs while
creating high utility for users.

PURSUE STRATEGIC ACQUISITIONS AND
ALLIANCES

iVillage plans to bolster its traffic, market share and revenues through
strategic acquisitions that offer opportunities to increase market share in
iVillage's content categories, offer high traffic or are sites categorized by
high retention statistics. iVillage also intends to form alliances with larger
companies to leverage their brands, while incorporating content that is
consistent with the network. For instance, iVillage created Armchair Millionaire
through an alliance with Intuit Inc. and created the Book Club channel, which
provides content and offers selected books for sale through an agreement with
Amazon.com, Inc. iVillage may also expand its revenue opportunities through
alliances with other retailers, online service and content providers, commerce
providers and advertisers.

INCREASE SPONSOR AND ADVERTISING
REVENUES

iVillage views its relationships with its sponsors and advertisers as
critical to its success. iVillage has been a pioneer in developing innovative
sponsorship advertising relationships with leading brand marketers which go
beyond traditional banner advertising to support broad marketing objectives,
including branding, awareness, product introductions, online research and
editorial integration. iVillage plans to continue to seek additional sponsorship
arrangements, which have longer-term contracts and higher dollar values than
typical banner deals and independence from page views as the sole measurement
basis. In addition, iVillage intends to continue to attract banner advertising
and has recently created a discrete sales force to concentrate on this area of
the business, which is sold primarily through agencies. iVillage has recently
increased the size of its sales force to concentrate on increasing iVillage's
advertising and sponsorship relationships with leading brand marketers.

GENERATE E-COMMERCE REVENUES

iVillage currently owns a majority interest in iBaby, Inc., an online
retailer of baby gifts and products, and intends to identify new commerce,
revenue and acquisition opportunities that enhance iVillage.com by offering
transaction services in categories that (i) have a high degree of relevance to
iVillage.com members, (ii) are appropriate for the Internet and (iii) fit with a
current or complementary iVillage.com content site. iVillage also generates
e-commerce revenues through agreements with leading merchants interested in
targeting iVillage.com members, such as Amazon.com, Inc., N2K Inc. and
1-800-Flowers, Inc. These merchants receive exposure through banner advertising,
editorial integration and promotional offers in exchange for a fixed fee and a
share of the sales revenue from iVillage.com users. iVillage also plans to
create relationships with key retailers and manufacturers interested in building
new channels while protecting their core distribution channels. In addition to
enhancing user retention, these retailing opportunities can be used to identify
valuable purchasing trends that can be used in future advertising and commerce.
In connection with and subject to this offering, iVillage anticipates exercising
its right to acquire the minority interest in iBaby.

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THE iVILLAGE NETWORK

iVillage's network is organized around 12 content specific channels.
iVillage.com is a single point of entry to the iVillage network of sites and is
updated daily to promote content and community, including channel highlights.
The following table provides a brief description of each channel's features as
of October 31, 1998:

<TABLE>
<CAPTION>
CHANNEL DESCRIPTION
- ----------------------- -------------------------------------------------------
<S> <C>
Parent Soup(Registered) A parenting site providing users branded online
[LOGO] community where parents share parenting solutions, talk
with experts and find answers and support.

ParentsPlace A parenting community center site that includes
[LOGO] approximately 700 bulletin boards and approximately 80
weekly chats in addition to information regarding
childhood diseases.

Health A health channel to assist users in becoming better
[LOGO] health care decision makers that includes approximately
200 weekly chats on AOL and the Web and approximately
84,000 message board posts per month on AOL.

Armchair Millionaire A financial planning site providing users with
[LOGO] information on savings and investment strategies and
includes Five Steps to Financial Freedom, The Model
Portfolio, an Armchair Millionaire plan for getting
rich, slowly but surely and Charles Schwab Investment
Center.

Book Club A book and reading site for readers interested in a
[LOGO] wide range of books that allows users to discuss
featured books and offers Monthly Book Picks, Question
of the Week, Reading Groups and iVillage.com
Bestsellers.

Career A career planning site that provides women with tools
[LOGO] and resources relating to professional development and
career-related issues.

Fitness & Beauty A fitness and beauty site which includes Body
[LOGO] Calculators, Nutrition Experts and Community Challenges
to improve one's fitness level.

Food A food site providing information on meal planning,
[LOGO] nutrition and recipes and includes Food Experts and
Cooking Basics.

Relationships A site offering users information and conversation on
[LOGO] love, marriage, sex and family.

Shopping A one-stop online shopping destination offering users
[LOGO] easy access to retail Web sites such as Virtual
Vineyards, Gymboree, Music Boulevard, Godiva and iBaby.

Travel A travel site that offers tools for planning a
[LOGO] vacation, articles on travel- related issues, a link to
a travel reservation center and a currency converter.

Work From Home A site providing women who work from home with tools
[LOGO] and resources such as Home Office Basics, a Tax Guide
and a Software Library.
</TABLE>

iVillage believes that user support is critical in order to attract and
retain users. iVillage provides user support primarily through e-mail-based
correspondence. Help and feedback buttons are prominently displayed throughout
iVillage.com, and iVillage's user support staff attempts to respond to all
e-mail queries within 24 hours. In addition, community leaders provide on-site
and e-mail support for broad-ranging issues. iVillage does not charge for these
services.

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ADVERTISING AND SPONSORSHIP REVENUES

iVillage has derived a significant amount of its revenues to date from the
sale of sponsorships and advertisements. For the nine months ended
September 30, 1998 and the year ended December 31, 1997, sponsorship and
advertising revenues represented 82% and 93%, respectively, of iVillage's
revenues.

iVillage's strategy is focused in part on generating a majority of its
advertising revenues from sponsors and merchants who seek a cost-effective means
to reach women online. iVillage is aggressively building its leadership position
as the preeminent women's brand to the advertising community. iVillage's
sponsorship arrangements typically differ from traditional banner advertising in
that they are designed to achieve broad marketing objectives such as branding,
awareness, product introductions, online research and editorial content
integration. Sponsorships allow iVillage.com to cater to the specific goals of
advertisers in the areas of impressions, product research, market research, new
product launches, list development, product information, repositioning, new
account openings, lead generation and transactions. Sponsors also have the
opportunity to talk one-on-one with members on the network's message boards,
chats, polls and special events, which allow sponsors the opportunity to gain
insights into their customers. iVillage's sponsorship arrangements generally
have longer terms than typical banner advertising placements and provide for
CPMs per advertiser and independence from page-views as the measure of value. In
addition, iVillage can develop extensive editorial and marketing content to
support the marketing initiatives of advertisers. iVillage's sponsorship
agreements are typically exclusive and are for a period of one to three years.

To a lesser extent, iVillage also derives a portion of its sponsorship and
advertising revenues from banner advertisements that are prominently displayed
at the top of pages throughout the iVillage.com network. From each banner
advertisement, viewers can hyperlink directly to the advertiser's own Web site,
thus providing the advertiser the opportunity to directly interact with an
interested customer. iVillage has recently created a discrete sales force to
concentrate on banner advertising, which is sold primarily through agencies. As
a result of its sales and advertising strategy, iVillage believes that it has
CPMs significantly above the industry average, and above the reported average
for other women's sites.

During the year ended December 31, 1997 and the nine months ended
September 30, 1998, iVillage's five largest advertisers accounted for
approximately 26% and 22%, respectively, of iVillage's revenues. No advertiser
accounted for more than 10% of iVillage's revenues during either period. The
following is a select list of iVillage's advertisers:

Amazon.com, Inc.
Astra Pharmaceuticals,
L.P.
Charles Schwab & Co.,
Inc.
First USA, Inc.
Glaxo Wellcome Inc.
Green Tree Nutrition,
Inc.

Kimberly-Clark
Corporation
MovieStreet, Inc.
Re.Store, Inc.
Ortho-McNeil, Ortho
Dermatological &
McNeil-PPC, Inc.
Westpoint Stevens, Inc.

MEMBERSHIP

iVillage believes a large and active membership base is critical to its
success. Membership is free and available to iVillage.com visitors who disclose
their name, e-mail address, zip code, age and gender and choose a member name
and password to be used throughout members-only areas. Members form
iVillage.com's core audience and are its most valuable users. iVillage is
mounting an aggressive member-acquisition campaign, which includes the creation
of free services and support for members. Since the creation of iVillage's
member services group in January 1998, membership has increased from
approximately 170,000 unique members as of January 31, 1998 to approximately
740,000 unique members as of October 31, 1998.

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iVillage recognizes the importance of maintaining confidentiality of member
information and has established a privacy policy to protect such information.
iVillage's current Privacy Policy (the "Policy") is set forth on iVillage.com in
a member's Terms of Service, which is linked to the site where a person
initially registers for membership. When a user registers as an iVillage.com
member, iVillage requests the user to provide, among other things, his or her
name, address, e-mail address, zip code, gender and a private password.
iVillage's current Policy is to never sell to any third party any member's
personal identifying information, such as his or her name or address, unless the
member has provided written consent. In certain situations, iVillage does allow
a third-party partner access to database information if it is necessary for the
delivery of a member service, such as e-mail. In these instances, the partner
has agreed to be bound by iVillage's current Policy. iVillage does share
aggregated member information with third parties, such as a member's zip code,
gender or age. iVillage also reserves the right to offer members products and
services. iVillage may use information revealed by members and information built
from user behavior to target advertising, content and e-mail. For instance,
iVillage may, on behalf of an advertiser, send e-mail offers to all members from
a certain region or target advertisements to all users who frequent a specific
area of the site.

E-COMMERCE

OVERVIEW

iVillage has identified the opportunity to generate new commerce revenues
by selling products or services that (i) have a high degree of relevance to its
members, (ii) fit with a current content area or provide an opportunity for
future development and (iii) are appropriate for the Internet. iVillage also
generates commerce revenues through agreements with leading merchants from which
iVillage collects a fixed fee and a share of sales from its members.

iBABY

iVillage acquired a majority interest in iBaby by entering into a joint
venture in April 1998 with Kid's Warehouse, a San Diego retailer. iBaby offers
an extensive assortment of products for children under three years of age with
over 400 national brands representing more than 20,000 items. The site's
comprehensive selection, combined with easy site navigation and time-saving
features such as a baby registry, superior product search and a gift-finder
service, makes iBaby convenient for new and expectant parents. iBaby had 24
full-time employees as of October 31, 1998. In connection with and subject to
this offering, iVillage anticipates exercising its right to acquire the minority
interest in iBaby. Please see Note 11 of Notes to iVillage's Consolidated
Financial Statements.

iBaby targets parents through newsletters, message boards, content
integration, banner ads and key word buys. iBaby has distribution agreements
with portals such as AOL and the Microsoft Network.

Online orders are taken 24 hours a day, seven days per week and products
are shipped within 48 hours of placement of most orders. Substantially all of
iBaby's products are currently sourced through Kid's Warehouse. Although iBaby
holds no inventory, iVillage anticipates that it may maintain in the future an
inventory of a small amount of the most popular products.

MERCHANT ALLIANCE PROGRAMS

iVillage receives a fixed fee and commerce revenues through agreements with
leading merchants who receive exposure through banner advertising, editorial
integration and newsletters. iVillage currently has alliances with companies
such as Amazon.com, Inc., N2K Inc. and 1-800-Flowers, Inc. Contracts with such
merchants generally provide for one- or two-year terms.

ALLIANCES

iVillage pursues strategic relationships to increase its access to online
customers, build brand recognition and expand iVillage's online presence.
Historically, iVillage has pursued strategic alliances to reach online
customers.

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iVillage currently plans to shift its focus to building offline brand
recognition and to increasing its access to offline customers. iVillage's
principal strategic alliances and relationships include the following:

MEDIA ARRANGEMENT

In November 1998, iVillage entered into an agreement with NBC pursuant to
which NBC will promote iVillage.com on television, primarily during prime-time
programs, as well as through its Web sites. In addition, NBC has agreed to
promote the content centers programmed by iVillage on Snap LLC ("Snap"). In
exchange for such advertising, iVillage has agreed to issue NBC shares of Series
E Convertible Preferred Stock (or shares of Common Stock after this offering)
equal to the value of such advertising spots. NBC will have the option to
provide iVillage with additional advertising spots and to receive additional
shares of stock at predetermined exercise prices, which may result in
significant non-cash charges in the future. Please see "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Recent Events".

SPONSORSHIP ARRANGEMENTS

In October 1998, iVillage entered into a two-year agreement with AT&T
pursuant to which AT&T will be the exclusive provider of telecommunications
services on iVillage.com. iVillage will promote and market certain AT&T
telecommunication services that combine Web-based services with both traditional
and non-traditional (e.g., Internet Protocol) communication services on its Web
sites. In return, AT&T will display a text link for iVillage.com on the AT&T
WorldNet Service and promote and market iVillage.com through AT&T television,
mass media marketing or other mass media.

iVillage entered into an Online Services Agreement with Charles Schwab &
Co., Inc. ("Schwab") in December 1997, pursuant to which Schwab was granted the
right to an exclusive sponsorship of the brokerage and mutual fund areas on
armchairmillionaire.com, the co-branded site developed by iVillage and Intuit.
iVillage and Schwab also developed The Investor Center, a co-branded site,
located within armchairmillionaire.com. The agreement's term is for a period of
three years; however, Schwab may terminate the agreement by providing notice to
iVillage at least ninety days prior to each one-year anniversary of the
agreement.

iVillage entered into a one-year agreement with Amazon.com, Inc. in
February 1998, pursuant to which Amazon.com, Inc. was granted the right to
become the exclusive book sponsor and retailer throughout the iVillage.com
network. In addition, iVillage.com users are offered book-related features and
content across all the iVillage.com channels. Each of the channels provides
recommended reading lists, book reviews, online book chats and access to an
interactive Book Club. The agreement may be renewed for additional 12-month
periods upon the mutual agreement of iVillage and Amazon.com, Inc.

DISTRIBUTION ARRANGEMENTS

iVillage believes that its most effective means of generating traffic and
building brand recognition has resulted from its online media and distribution
relationships. iVillage considers branding an important aspect of its
distribution arrangements and seeks distribution relationships where its brand
is promoted. iVillage has also entered into distribution and content
relationships with most of the major portals on the Internet.

iVillage and Snap, a search and aggregation portal site on the Web, entered
into a two-year promotion agreement in November 1998, pursuant to which iVillage
has been granted the exclusive right to program the content portals on the front
pages of the Health Center, with health-related content from iVillage.com and
Snap's Family Center and with content from Parent Soup. Snap may in its
discretion, promote iBaby throughout the Kids and Family, Health, Living and
Shopping channels. In addition, iVillage's health channel and Parent Soup
content and links will be included as an initial default option for Snap's "My
Snap!" personalized home page. Snap is required to deliver a minimum number of
impressions during the term of the agreement and Snap's ability to display
content promoting other health and parenting sites is limited.

In July 1997, iVillage entered into a strategic alliance with AOL pursuant
to an

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<PAGE>

interactive services agreement, which provides, among other things, for iVillage
to have three anchor tenant positions on three channels of the AOL service
(Lifestyle, Health and Family), participate in a variety of banner advertising
opportunities and be assigned specific keywords within the AOL service. iVillage
pays AOL a carriage fee and AOL guarantees iVillage a minimum number of
impressions per year. In addition, the contract provides that AOL is entitled to
a portion of advertising revenues from certain pages on iVillage.com, which to
date has been immaterial. The agreement terminates in February 1999 and is
renewable by either party for a successive one-year term. Please see "Risk
Factors--Our Dependence on AOL".

CONTENT CHANNELS

iVillage has entered into agreements with third parties in order to expand
its channel offerings. Such agreements provide iVillage with a cost-effective
means of acquiring content and provides iVillage's users with high utility.

In June 1998, iVillage entered into an agreement with Intel Corporation
("Intel"), pursuant to which Intel purchased shares of iVillage's Series D
Convertible Preferred Stock. iVillage agreed to use the proceeds from Intel's
purchase of Series D Convertible Preferred Stock to add new features to the
site, such as a health profiling tool, personal home health pages and a ranking
of health organizations. Personal Health Profile, which was introduced in June
1998, allows users to assess potential health risks by entering lifestyle and
hereditary information. Customized information, from risk rankings to a disease
screening guide to tips for improving one's "Health Quotient", is bundled with a
Reuters news feed tailored to specific conditions and health interests. iVillage
plans to provide users with their own password-protected sites designed to
deliver to each user timely, comprehensive information on issues that directly
impact the user's personal health. In addition, iVillage.com's health channel
now lists health plan quality rankings by J.D. Power & Associates.

In September 1997, iVillage entered into an agreement with Intuit Inc. to
develop, launch and maintain armchairmillionaire.com, an interactive online
financial education and planning service. By accessing the Armchair Millionaire
Plan by Intuit Inc., users can customize their retirement plans and refer to a
model portfolio to chart their savings progress.

SALES, MARKETING AND PUBLIC RELATIONS

SALES

As of October 31, 1998, iVillage had a direct sales organization,
consisting of 13 sales professionals with an average of 15 years of experience,
nine of whom were hired since April 1998 and 23 sales operations staff.
iVillage's sales organization consults regularly with advertisers and agencies
on design and placement of its Web-based advertising and the production and
management of bridge sites, provides customers with advertising management
analysis and focuses on providing a high level of customer satisfaction. Ten
sales professionals focus on sponsorship relationships and two are responsible
for banner advertising. iVillage generally seeks to hire individuals with
significant experience in selling advertising and preexisting relationships with
advertisers in a variety of media.

MARKETING AND PUBLIC RELATIONS

iVillage employs a variety of methods to promote the iVillage.com brand and
to attract traffic and new members, including advertising on other Internet
sites, targeted publications, radio stations, cable television cross promotional
arrangements to secure advertising and other promotional considerations.
iVillage distributes promotional materials at selected targeted events (such as
PTA conferences) and engages in an ongoing public relations campaign. To extend
the iVillage.com brand, iVillage has also entered into several strategic
alliances with offline partners. Please see "--Alliances". In addition, iVillage
leverages other audience building strategies, including working closely with
search engine submissions, news group postings and cross-promotion with affinity
sites to properly index materials. iVillage's marketing department consisted of
26 marketing professionals as of October 31, 1998.

iVillage has recently begun to market its brand offline. In November 1998,
iVillage entered into an agreement with NBC, pursuant

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<PAGE>

to which iVillage will receive advertising on the NBC network. iVillage has,
from time to time, advertised on cable television in New York, San Francisco and
Chicago and intends to advertise on the radio as well. iVillage focuses on
leveraging its community leaders and membership for offline brand building and
membership acquisition. iVillage plans to meet with local community leaders and
leaders of local women's organizations to identify sponsorship and grassroots
marketing opportunities. In addition, iVillage is identifying live events and
conferences for sponsorships.

iVillage's internal public relations staff oversees a comprehensive public
relations program which iVillage believes is a key component of its marketing
and brand recognition strategy. Organized into two primary components that
promote iVillage and the iVillage.com brand, the program targets a
trade/business and consumer audience, respectively. iVillage has developed a
consumer outreach effort which centers on providing non-technology reporters
with "news-you-can-use" information taken directly from iVillage.com, to
demonstrate to readers/viewers the content's utility and service, and usage of
and traffic to the network. iVillage has also implemented national long-lead
consumer initiatives, such as radio media tours, regional broadcast media tours,
consumer publicity of iVillage's Parent Soup book series and other related
activities, and multiple daily media advisories sent to consumer outlets
throughout the United States.

OPERATING INFRASTRUCTURE

iVillage's operating infrastructure has been designed and implemented to
support the reliable and swift delivery of millions of page views a day. Web
pages are generated and delivered, in response to end-users requests, by any one
of nearly 20 front-end Web and applications servers. Key attributes of this
infrastructure include scalability, performance and service availability.

iVillage makes its Web sites available through multiple servers. iVillage's
servers run on the Sun Solaris and Microsoft NT operating systems and use
Netscape Enterprise, Apachie and Microsoft Corporation's IIS Web server
software.

iVillage uses a variety of Web-based applications software to provide the
services it offers. These currently include Verity, Inc. for full text search,
Acuity Corporation (formerly iChat Inc.) for real-time chat, Proxicom, Inc. and
Lundeen & Associates for message boards, Vignette Corporation's StoryServer for
content management and Web publishing, NetPerceptions Inc. for collaborative
filtering, NetGravity, Inc. for ad serving, Andromedia, Inc. for Web-traffic
measurement, Informix Software Inc. for databases, Box Hill Systems Corp. and
Legato Systems, Inc. for backups and recovery and Keynote Systems, Inc. for
server performance monitoring. iVillage also contracts with WhoWhere? Inc. to
provide HTML-based e-mail and personal home pages as a free service to its
users.

iVillage maintains all of its production servers at the New Jersey Data
Center of Exodus Communications, Inc. ("Exodus"). iVillage's operations are
dependent upon Exodus's ability to protect its systems against damage from fire,
hurricanes, power loss, telecommunications failure, break-ins and other events.

Exodus provides a comprehensive facilities management services including
human and technical monitoring of all production servers 24 hours per day, seven
days per week. Exodus provides the means of connectivity for iVillage's servers
to end-users via the Internet through multiple DS3 and OC12 connections. These
connections link to many different parts of the Internet via a combination of
public and private peering agreements. The facility is connected to two
independent power grids, has two independent uninterruptible power supplies
("UPSs"), which are battery-powered, as well as two independent diesel
generators designed to provide power to the UPS systems within seconds of a
power outage. Please see "Risk Factors--Risks Associated with Technology and
Technological Change" and "--Internet Security and Electronic Commerce Risks".

All of iVillage's production data are copied to backup tapes each night and
stored at a third party, off-site storage facility. iVillage is in the process
of developing a comprehensive disaster recovery plan to respond to system
failures. iVillage keeps all of its production servers behind firewalls for
security purposes

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<PAGE>

and does not allow outside access, at the operating systems level, except via
special secure channels. Strict password management and physical security
measures are followed. Computer Security Response Team alerts are read, and,
where appropriate, recommended action is taken to address security risks and
vulnerabilities.

COMPETITION

The market for members, visitors and Internet advertising is new and
rapidly evolving, and competition for members, visitors and advertisers is
intense and is expected to increase significantly in the future. With no
substantial barriers to entry, iVillage expects that competition will continue
to intensify.

iVillage believes that the primary competitive factors in creating
community on the Internet are functionality, brand recognition, member affinity
and loyalty, demographic focus, variety of value-added services, ease-of-use,
quality of service, reliability and critical mass. Other companies or sites
which are primarily focused on targeting women online are women.com,
homearts.com, condenet.com and Oxygen Media's Web sites. iVillage will likely
also face competition in the future from developers of Web directories, search
engine providers, shareware archives, content sites, commercial online services,
sites maintained by ISPs and other entities that attempt to or establish
communities on the Internet by developing their own or purchasing one of
iVillage's competitors. In addition, iVillage could face competition in the
future from traditional media companies, a number of which, including Disney,
CBS and NBC, have recently made significant acquisitions of or investments in
Internet companies. Further, there can be no assurance that iVillage's
competitors and potential competitors will not develop communities that are
equal or superior to those of iVillage or that achieve greater market acceptance
than iVillage's community.

iVillage also competes with traditional forms of media such as newspapers,
magazines, radio and television, for advertisers and advertising revenues.
iVillage believes that the principal competitive factors in attracting
advertisers include the amount of traffic on its Web sites, brand recognition,
customer service, the demographics of iVillage's members and visitors,
iVillage's ability to offer targeted audiences and the overall
cost-effectiveness of the advertising medium offered by iVillage. iVillage
believes that the number of Internet companies relying on Web-based advertising
revenues will increase greatly in the future. Accordingly, iVillage will likely
face increased competition, resulting in increased pricing pressures on its
advertising rates which could in turn have a material adverse effect on
iVillage's business, results of operations and financial condition.

Many of iVillage's current and potential competitors, including developers
of Web directories and search engines, have longer operating histories,
significantly greater financial, technical and marketing resources, greater name
recognition and larger existing customer bases than iVillage. Such competitors
are able to undertake more extensive marketing campaigns for their brands and
services, adopt more aggressive advertising pricing policies and make more
attractive offers to potential employees, distribution partners, commerce
companies, advertisers and third-party content providers. There can be no
assurance that Internet content providers and ISPs, including developers of Web
directories, search engines, sites that offer professional editorial content and
commercial online services, will not be perceived by advertisers as having more
desirable Web sites for placement of advertisements. In addition, many of
iVillage's current advertising customers and strategic partners also have
established collaborative relationships with certain of iVillage's competitors
or potential competitors, and other high-traffic Web sites. Accordingly, there
can be no assurance that iVillage will be able to grow its memberships, traffic
levels and advertiser customer-base at historical levels or retain its current
members, traffic levels or advertiser customers, or that competitors will not
experience greater growth in traffic than iVillage as a result of such
relationships which could have the effect of making their Web sites more
attractive to advertisers, or that iVillage's strategic partners will not sever
or will elect not to renew their agreements with iVillage. There can be no
assurance that iVillage will be able to compete successfully against its current
or future competitors or that competitive pressures

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faced by iVillage will not have a material adverse effect on iVillage's
business, results of operations and financial condition.

INTELLECTUAL PROPERTY, PROPRIETARY RIGHTS
AND DOMAIN NAMES

iVillage regards its copyrights, service marks, trademarks, trade dress,
trade secrets, proprietary technology and similar intellectual property as
critical to its success, and relies on trademark and copyright law, trade secret
protection and confidentiality and/or license agreements with its employees,
customers, independent contractors, partners and others to protect its
proprietary rights. iVillage strategically pursues the registration of its
trademarks and service marks in the United States, and has applied for and
obtained registration in the United States for certain of its trademarks and
service marks, including "iVillage". Effective trademark, service mark,
copyright and trade secret protection may not be available in every country in
which iVillage's products and services are made available online.

iVillage has licensed in the past, and expects that it may license in the
future, certain of its proprietary rights, such as trademarks or copyrighted
material, to third parties. While iVillage attempts to ensure that the quality
of its brand is maintained by such licenses, there can be no assurance that such
licensees will not take actions that might materially adversely affect the value
of iVillage's proprietary rights or reputation, which could have a material
adverse effect on iVillage's business, financial condition and results of
operations. There can be no assurance that the steps taken by iVillage to
protect its proprietary rights will be adequate or that third parties will not
infringe or misappropriate iVillage's copyrights, trademarks, trade dress and
similar proprietary rights. In addition, there can be no assurance that other
parties will not assert claims of infringement of intellectual property or alter
proprietary rights against iVillage.

iVillage has been subject to claims and expects to be subject to legal
proceedings and claims from time to time in the ordinary course of its business,
including claims of alleged infringement of the trademarks and other
intellectual property rights of third parties by iVillage and its licensees.
Such claims, even if not meritorious, could result in the expenditure of
significant financial and managerial resources. Further, if such claims are
successful, iVillage may be required to change its trademarks, alter its content
and pay financial damages. There can be no assurance that such changes of
trademarks, alteration of content or payment of financial damages will not
adversely affect iVillage's business.

iVillage's ability to use and successfully develop its channels will depend
upon its ability to continue to use, develop and protect its proprietary marks.
iVillage currently uses the term "better health" in connection with its online
operation of a channel including information concerning health-related topics
and iVillage, or HRS, the company iVillage acquired in May 1997, has made use of
the term since 1996. iVillage currently holds the domain name
"betterhealth.com". The Hospital of Saint Raphael (the "Hospital") owns federal
trademark registrations for the marks "Better Health" and "St. Raphael's Better
Health". On August 26, 1998, iVillage received notice from counsel for the
Hospital objecting, among other things, to iVillage's use of the term "better
health". iVillage has agreed in principle with the Hospital to phase out use of
the term "better health" other than in a descriptive, non-trademark sense by
March 31, 1999. iVillage is in the process of developing a new, proprietary
brand for its channel concerning health-related matters.

iVillage filed a service mark application for the mark "PARENTSPLACE.COM".
On July 22, 1998, Jewish Family and Children's Services ("JFCS") filed a Notice
of Opposition in the Trademark Trial and Appeal Board ("TTAB") of the U.S.
Patent and Trademark Office. The TTAB improperly captioned the Opposition
proceeding and forwarded the Notice to a prior attorney (not the attorney of
record). The period to respond to the Notice passed before iVillage or its
trademark counsel became aware of the Opposition proceeding. The TTAB was
informed of its errors and indicated that it would recaption the Opposition
proceeding, forward it to iVillage's trademark attorney and reset the date to
respond. There has been no written confirmation from the TTAB of this proposed
course of action. There can be no assurance that JFCS will not be

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successful in the Opposition proceeding, thus preventing iVillage from securing
a federal registration to the mark "PARENTSPLACE.COM". Further, there can be no
assurance that JFCS will not assert a claim to trademark rights against iVillage
in the future with respect to the use of "PARENTSPLACE.COM" or "PARENTSPLACE",
either as currently used or as developed in the future. iVillage is not able at
this time to evaluate the likelihood of an unfavorable outcome in the event such
claims are asserted, or to estimate the amount or range of potential loss.

iVillage may be required to obtain licenses from others to refine, develop,
market and deliver new services. There can be no assurance that iVillage will be
able to obtain any such license on commercially reasonable terms or at all or
that rights granted pursuant to any licenses will be valid and enforceable.

HUMAN RESOURCES

As of October 31, 1998, iVillage employed 193 full-time employees, of whom
64 were in sales and marketing, 59 were in editorial and community, 28 were in
administration and 42 were in operations and support. As iVillage continues to
grow and introduce more products, it expects to hire more personnel,
particularly in the areas of product development and sponsorship. None of
iVillage's current employees is represented by a labor union or is the subject
of a collective bargaining agreement. iVillage believes that relations with its
employees are good.

FACILITIES

iVillage is headquartered in New York, New York, where it leases an
aggregate of approximately 31,000 square feet of space primarily in two
buildings located across the street from each other. These leases are short
term, expiring between 1999 and 2000, and cover three floors at 170 Fifth Avenue
that are approximately 3,650 square feet each and two floors at 149 Fifth Avenue
that are approximately 10,000 square feet each. iVillage currently anticipates
that it will require additional space as more personnel are hired. iVillage is
actively searching for larger space in New York City to serve as a permanent
space for the long-term future of iVillage.

iVillage leases approximately 3,370 square feet of space at 585 Grove
Street, Herndon, Virginia where it houses part of the Health Channel staff.
iVillage has closed this facility and currently plans to sublease the space
until its lease expires on September 30, 2000. iVillage also leases a house in
Palo Alto, California from a non-affiliated third party to provide its employees
with housing on business trips to Silicon Valley. iVillage currently plans to
terminate this lease. iVillage's lease for such space expires on August 31,
2001. In addition, iBaby is currently leasing approximately 5,115 square feet on
a month-to-month basis at 8400 Miramar Road, San Diego, California.

LEGAL PROCEEDINGS

iVillage is not currently subject to any material legal proceedings other
than as set forth in "--Intellectual Property, Proprietary Rights and Domain
Names". iVillage may from time to time become a party to various legal
proceedings arising in the ordinary course of its business.

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<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the directors and executive officers of
iVillage, their ages and the positions held by them with iVillage as of
November 30, 1998.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------- --- ---------------------------------------------
<S> <C> <C>
Candice Carpenter........ 46 Co-Chairperson of the Board and Chief
Executive Officer

Nancy Evans.............. 48 Co-Chairperson of the Board and Editor-
in-Chief

Craig T. Monaghan........ 41 Chief Financial Officer

Allison Abraham.......... 36 Chief Operating Officer

John W. Glascott......... 45 Senior Vice President, Sponsorship

Caterina A. Conti........ 36 General Counsel and Secretary

Sanjay Muralidhar........ 36 Vice President, Finance and Assistant
Secretary

Lennert J. Leader........ 43 Director

Michael Levy............. 52 Director

Habib Kairouz............ 32 Director

William L. Killen, Jr.... 46 Director

Lori Koffman............. 39 Director

Philip Schlein........... 64 Director
</TABLE>

CANDICE CARPENTER is a founder of iVillage and has been Chairperson of the
Board and Chief Executive Officer since inception of iVillage in June 1995 and
Co-Chairperson of the Board since December 1998. Prior to founding iVillage,
Ms. Carpenter was President of Q2, the upscale QVC, Inc., shopping channel, from
1993 through 1995. Ms. Carpenter was also a consultant to AOL and Discovery
Communications, Inc. in 1995. From 1989 to 1993, Ms. Carpenter was President of
Time Life Inc.'s Time Life Video and Television and previously was Vice
President in Consumer Marketing at American Express Company. Ms. Carpenter
received an M.B.A. from Harvard Business School and a B.A. from Stanford
University.

NANCY EVANS is a founder of iVillage and has been Editor-in-Chief since
inception in June 1995 and Co-Chairperson of the Board since December 1998.
Ms. Evans is primarily responsible for the editorial quality and content for all
of iVillage's editorial products online, in print or on television. Prior to
founding iVillage, Ms. Evans created Family Life magazine in 1991, which she
published in partnership with Jann Wenner. From 1987 to 1991, Ms. Evans served
as President and Publisher of Doubleday. Prior to her employment at Doubleday,
Ms. Evans was Vice President and Editor-In-Chief of the Book-of-the-Month Club,
where she launched the Children's Book-of-the-Month Club. Ms. Evans graduated
from Skidmore College with a B.A. and is also a graduate fellow at Columbia
University.

CRAIG T. MONAGHAN has been Chief Financial Officer of iVillage since June
1998. From 1991 to June 1998, Mr. Monaghan held various positions at Reader's
Digest Association Inc. ("Reader's Digest"), including Vice President and
Treasurer, Vice President, Business Development and Controller, Reader's Digest
Europe. Prior to joining Reader's Digest, Mr. Monaghan served as Director of
International Finance and Director of Corporate Finance at Bristol-Myers Squibb
Company. Mr. Monaghan received an M.B.A. from The Wharton School at the
University of Pennsylvania and a B.S. in Engineering from Lehigh University.

45
<PAGE>

ALLISON ABRAHAM has been Chief Operating Officer since June 1998. From
August 1996 to May 1998, Ms. Abraham was President and Chief Operating Officer
of OnCart, an online grocery shopping service. From 1992 to 1996, she served as
Vice President of Marketing for Ameritech Corporation, a telephone and cellular
telecommunications company, as well as other sales and marketing positions. From
1988 to 1992, Ms. Abraham was employed by American Express Travel Related
Services, where she focused on loyalty programs and new product development.
Ms. Abraham received an M.B.A. from The Darden School at the University of
Virginia and a B.A. from Tufts University.

JOHN W. GLASCOTT has been Senior Vice President, Sponsorship since April
1998. From September 1996 to March 1998, Mr. Glascott was Senior Vice President
and Director of Corporate Marketing and Sales for Hearst Magazines. From August
1994 to September 1996, Mr. Glascott was a publisher and partner of SmartHealth
at Meigher Communications L.P., a magazine publisher. Prior to such time,
Mr. Glascott held various sales management positions at Whittle Communications
L.P., a media company, from 1982 to 1994. Mr. Glascott received an M.B.A. from
New York University and a B.A. from Ohio Wesleyan University.

CATERINA A. CONTI has been General Counsel and Secretary since November
1998. From January 1998 to November 1998, Ms. Conti was a partner with the law
firm of Orrick, Herrington & Sutcliffe LLP. From December 1995 to January 1998,
she was an associate with the same firm. From September 1988 to December 1995,
Ms. Conti was an associate with the law firm of Kelley, Drye & Warren LLP.
Ms. Conti received her J.D. from St. John's University School of Law and her
B.S. from St. John's University.

SANJAY MURALIDHAR has been Vice President, Finance and Assistant Secretary
since September 1998. From 1992 to 1998, Mr. Muralidhar held various positions
at Reader's Digest Association Inc., including Vice President, Finance-Reader's
Digest U.S.A., Vice President, Controller of QSP Inc., a division of Reader's
Digest and Director, Corporate Financial Planning. Prior to joining Reader's
Digest, Mr. Muralidhar held various positions in Financial Analysis and
Corporate Finance at Bristol-Myers Squibb Company between 1987 and 1992.
Mr. Muralidhar received an M.B.A. from the Wharton School at the University of
Pennsylvania and a Bachelor of Commerce from Bombay University.

LENNERT J. LEADER has been a director of iVillage since July 1998.
Currently, Mr. Leader is President of America Online, Inc. ("AOL") Investments.
Mr. Leader served as Senior Vice President, Chief Financial Officer and
Treasurer of AOL from September 1989 until July 1998 and was Chief Accounting
Officer from October 1993 until July 1998. Prior to joining AOL, Mr. Leader was
Vice President, Finance, of LEGENT Corporation, a computer software and services
company, from March 1989 to September 1989, and Chief Financial Officer of
Morino, Inc., a computer software and services company, from 1986 to March 1989
and its Director of Finance from 1984 to 1986. Prior to joining Morino, Inc. in
1984, he was an audit manager at Price Waterhouse. Mr. Leader graduated with a
B.S. in Accounting in 1977 from the University of Baltimore.

MICHAEL LEVY has been a director of iVillage since November 1998. Mr. Levy
currently serves as President and Chief Executive Officer at Sportsline USA,
Inc., a position he has held since February 1994. Prior to joining Sportsline
USA, Inc., Mr. Levy was a private investor. Mr. Levy received a B.S. in
Electrical Engineering from the Georgia Institute of Technology.

HABIB KAIROUZ has been a director of iVillage since March 1998. Currently,
Mr. Kairouz is Managing Director of Rho Management Company, Inc. ("Rho"), an
investment company, and has been with Rho since 1993. He also serves as a
director at Bellwether Exploration Company, Inc., an oil drilling company, and a
number of other private companies. Mr. Kairouz received a B.S. in Engineering
and a B.A. in Economics from Cornell University and an M.B.A. in Finance from
Columbia University.

WILLIAM L. KILLEN, JR. has been a director of iVillage since May 1997. He
is the Vice President of New Media Development for Cox Enterprises, Inc.
("Cox"), a media company in

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<PAGE>

Atlanta, Georgia, a position he has held since 1995. He was previously Vice
President of Planning and Analysis for Cox. He also serves on the Board of other
private companies, including Digital Domain, Inc., Mpath Interactive, Inc.,
Optical Data Corp. and Telecom Towers, Inc. Mr. Killen holds an M.B.A. in
Finance from the Wharton School at the University of Pennsylvania and a B.S.E.E.
from Union College.

LORI KOFFMAN has been a director of iVillage since May 1997. Since November
1996, Ms. Koffman has also served as a director of LifeCell Corporation, a
tissue engineering firm, and serves as a director of numerous private companies.
Ms. Koffman currently holds the position of Managing Director of Merchant
Banking at Canadian Imperial Bank of Commerce ("CIBC") and has been with CIBC
since 1995. She was employed at Lehman Brothers Inc. from 1984 to 1994, most
recently as Senior Vice President of Merchant Banking. Ms. Koffman received an
M.B.A. from the Wharton School at the University of Pennsylvania, an M.A. from
the University of California at Berkeley and a B.A. from Tufts University.

PHILIP SCHLEIN has been a director of iVillage since May 1996 and a Venture
Partner in U.S. Venture Partners since 1985. From 1957 to 1985, Mr. Schlein held
various positions with R.H. Macy Inc., most recently as President and CEO of
Macy's California. Mr. Schlein served as director of R.H. Macy from 1979 to 1985
and of Apple Computer Inc. from 1979 to 1987. Mr. Schlein currently is a
director of Ross Stores, Inc., ReSound Corporation, Quick Response Services,
Burnham Pacific Properties, Inc., bebe Stores, Inc., Xoom.com Inc.,
Homegrocer.com Inc., Una Mas, Inc. and HomeChef Corporation. He also serves on
the Advisory Boards of the Business School of California State University at San
Francisco and the Retail Management Institute of Santa Clara University.
Mr. Schlein received a B.S. from the University of Pennsylvania.

BOARD COMPOSITION

iVillage currently has authorized ten directors. In accordance with the
terms of iVillage's Amended and Restated Certificate of Incorporation, effective
upon the closing of this offering, the terms of office of the members of the
Board of Directors will be divided into three classes: Class I, whose term will
expire at the annual meeting of stockholders to be held in 1999; Class II, whose
term will expire at the annual meeting of stockholders to be held in 2000; and
Class III, whose term will expire at the annual meeting of stockholders to be
held in 2001. The Class I directors are and
, the Class II directors are ,
and and the Class III directors are Candice
Carpenter, and . At each annual meeting of
stockholders after the initial classification, the successors to directors whose
term will then expire will be elected to serve from the time of election and
qualification until the third annual meeting following election. In addition,
iVillage's Bylaws provide that the authorized number of directors may be changed
only by resolution of the Board of Directors. Any additional directorships
resulting from an increase in the number of directors will be distributed among
the three classes so that, as nearly as possible, each class will consist of
one-third of the total number of directors. This classification of the Board of
Directors may have the effect of delaying or preventing changes in control or
management of iVillage. The composition of the Board of Directors is expected to
change in connection with this offering. Please see "Certain Transactions".

Each officer is elected by, and serves at the discretion of, the Board of
Directors. Each of iVillage's officers and directors, other than nonemployee
directors, devotes full time to the affairs of iVillage. iVillage's nonemployee
directors devote such time to the affairs of iVillage as is necessary to
discharge their duties. There are no family relationships among any of the
directors, officers or key employees of iVillage.

BOARD COMMITTEES

The Audit Committee of the Board of Directors reviews the internal
accounting procedures of iVillage and consults with and reviews the services
provided by iVillage's independent accountants. The Audit Committee

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<PAGE>

currently consists of William L. Killen, Jr. and Philip Schlein.

The Compensation Committee of the Board of Directors reviews and recommends
to the Board the compensation and benefits of all executive officers of
iVillage, administers iVillage's stock option plan and establishes and reviews
general policies relating to compensation and benefits of employees of iVillage.
The Compensation Committee currently consists of Habib Kairouz, Lennert Leader
and Lori Koffman. Except as set forth in "Certain Transactions", no interlocking
relationships exist between iVillage's Board of Directors or Compensation
Committee and the board of directors or compensation committee of any other
company, nor has any such interlocking relationship existed in the past.

The composition of the Audit Committee and the Compensation Committee is
subject to change prior to completion of this offering.

DIRECTOR COMPENSATION

Directors do not currently receive cash compensation from iVillage for
their service as members of the Board of Directors, although they are reimbursed
for certain expenses in connection with attendance at Board and Committee
meetings. iVillage does not provide additional compensation for committee
participation or special assignments of the Board of Directors. From time to
time, certain directors of iVillage have received grants of options to purchase
shares of iVillage's Common Stock pursuant to the 1995 Amended and Restated
Employee Stock Option Plan. Beginning on the date of this offering, nonemployee
directors of iVillage will be eligible to receive nondiscretionary, automatic
grants of options to purchase shares of iVillage's Common Stock pursuant to the
1999 Director Option Plan. Please see "--Stock Incentive Plans" and "Certain
Transactions".

EXECUTIVE COMPENSATION

The following table sets forth the total compensation paid or accrued for
the year ended December 31, 1997 for iVillage's Chief Executive Officer and
certain other executive officers of iVillage whose salary and bonus for such
fiscal year were in excess of $100,000 (the "Named Executive Officers").

48
<PAGE>

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL SECURITIES
COMPENSATION UNDERLYING
----------------------- OPTIONS/SARS
NAME AND PRINCIPAL POSITION SALARY ($) BONUS ($) (#)
- ----------------------------------- ---------- --------- ------------
<S> <C> <C> <C>
Candice Carpenter
Chief Executive Officer.......... $266,250 $50,000 280,000(1)

Nancy Evans
Editor-in-Chief.................. 247,708 25,000 --

Robert Levitan
President, Health Channel........ 135,000 15,000 87,500(2)

Stephen Lake
Vice President, Business
Development...................... 123,750 45,000 175,000(1)

Steven Elkes
Vice President, Business
Affairs.......................... 135,000 40,000 85,000(1)
</TABLE>

- ------------------

(1) Options were granted under iVillage's 1995 Amended and Restated Employee
Stock Option Plan and vest 1/4 of the total after one year and 1/4 of the
total at the end of each year thereafter.

(2) Options were granted under iVillage's 1995 Amended and Restated Employee
Stock Option Plan and were fully vested on the date of grant.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth grants of stock options to each of the Named
Executive Officers for the year ended December 31, 1997. iVillage has never
granted any stock appreciation rights.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
---------------------------------------------------------- ANNUAL RATES OF
PERCENT OF TOTAL STOCK
NUMBER OF OPTIONS PRICE APPRECIATION
SECURITIES GRANTED TO EXERCISE FOR
UNDERLYING EMPLOYEES IN PRICE PER OPTION TERM(5)
OPTIONS FISCAL SHARE EXPIRATION --------------------
NAME GRANTED (#) YEAR (%)(3) ($/SH)(4) DATE 5%($) 10%($)
- -------------------- ----------- ---------------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Candice Carpenter... 280,000(1) 9% $1.70 9/8/04 $193,780 $451,589
Nancy Evans......... -- -- -- -- -- --
Robert Levitan...... 87,500(2) 3 1.70 9/8/04 60,556 141,122
Stephen Lake........ 175,000(1) 6 1.70 9/8/04 121,112 282,243
Steven Elkes........ 85,000(1) 3 1.70 9/8/04 58,826 137,090
</TABLE>

- ------------------

(1) Options were granted under iVillage's 1995 Amended and Restated Employee
Stock Option Plan and vest 1/4 of the total after one year and 1/4 of the
total at the end of each year thereafter. In each case, vesting is subject
to the optionee's continued employment with iVillage.

(2) Options were granted under iVillage's 1995 Amended and Restated Employee
Stock Option Plan and the 1997 Amended and Restated Acquisition Stock Option
Plan and were fully vested on the date of grant.

(3) Based on options to purchase an aggregate of 3,163,680 shares of Common
Stock granted under the 1995 Amended and Restated Employee Stock Option Plan
and the 1997 Amended and Restated Acquisition Stock Option Plan by iVillage
in the year ended December 31, 1997 to employees of iVillage, including the
Named Executive Officers.

(Footnotes continued on next page)

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<PAGE>

(Footnotes continued from previous page)

(4) The exercise price per share of each option was equal to the fair market
value of the Common Stock on the date of grant as determined by the Board of
Directors.

(5) The potential realizable value is calculated based on the term of the option
at its time of grant (seven years). It is calculated assuming that the fair
market value of Common Stock on the date of grant appreciates at the
indicated annual rate compounded annually for the entire term of the option
and that the option is exercised and sold on the last day of its term for
the appreciated stock price. These numbers are calculated based on the
requirements promulgated by the Securities and Exchange Commission and do
not reflect iVillage's estimate of future stock price growth.

FISCAL YEAR END OPTION VALUES

The following table provides certain summary information concerning stock
options held as of December 31, 1997 by each of the Named Executive Officers.
None of the Named Executive Officers exercised options in fiscal 1997.

FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING
UNEXERCISED OPTIONS
AT FISCAL YEAR-END (#)(1)
------------------------------
NAME EXERCISABLE UNEXERCISABLE
- -------------------- ----------- -------------
<S> <C> <C>
Candice Carpenter... -- 280,000
Nancy Evans......... -- --
Robert Levitan...... -- --
Stephen Lake........ -- 175,000
Steven Elkes........ 15,000 85,000
</TABLE>

- ---------------------------

(1) All of the options have an exercise price equal to the fair market value of
iVillage's Common Stock as of December 31, 1997 as determined by the Board
of Directors. None of the Named Executive Officers held in-the-money options
as of December 31, 1997.

STOCK INCENTIVE PLANS

1995 AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN

iVillage's 1995 Amended and Restated Employee Stock Option Plan (the "1995
Plan") provides for the grant of incentive stock options to employees (including
employee directors) and non-qualified stock options to employees, nonemployee
directors and consultants. A total of 4,540,500 shares of Common Stock have been
reserved for issuance pursuant to the 1995 Plan. As of September 30, 1998,
125,000 shares had been issued upon the exercise of stock options granted under
the 1995 Plan and 4,514,096 shares were subject to outstanding options. The 1995
Plan is administered by the Board of Directors and the Compensation Committee
thereof. Options granted under the 1995 Plan will vest as determined by the
Board, and may accelerate and become fully vested in the event of an acquisition
of iVillage if so determined. The exercise price of options granted under the
1995 Plan will be as determined by the Board, although the exercise price of
incentive stock options must be at least equal to the fair market value of
iVillage's Common Stock on the date of grant. The Board of Directors may amend
or modify the 1995 Plan at any time. The 1995 Plan will terminate in October
2005, unless terminated earlier by the Board of Directors.

1997 AMENDED AND RESTATED ACQUISITION STOCK OPTION PLAN

iVillage's 1997 Amended and Restated Acquisition Stock Option Plan (the
"1997 Plan") provides for the grant of incentive stock options to employees
(including employee directors) and non-qualified stock options to employees,

50
<PAGE>

nonemployee directors and consultants. A total of 1,082,180 shares of Common
Stock have been reserved for issuance pursuant to the 1997 Plan. As of
September 30, 1998, no shares had been issued upon the exercise of stock options
granted under the 1997 Plan and 1,082,180 shares were subject to outstanding
options. The 1997 Plan is administered by the Board of Directors and the
Compensation Committee thereof. Options granted under the 1997 Plan will vest as
determined by the Board, and may accelerate and become fully vested in the event
of an acquisition of iVillage if so determined. The exercise price of options
granted under the 1997 Plan will be as determined by the Board, although the
exercise price of incentive stock options must be at least equal to the fair
market value of iVillage's Common Stock on the date of grant. The Board of
Directors may amend or modify the 1997 Plan at any time. The 1997 Plan will
terminate in May 2007, unless terminated earlier by the Board of Directors.

1999 EMPLOYEE STOCK OPTION PLAN

iVillage intends to adopt the 1999 Employee Stock Option Plan (the "1999
Plan") which provides for the granting to employees of incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Internal Revenue Code"), and for the granting to employees and
consultants of nonstatutory stock options and stock purchase rights ("SPRs").
Unless terminated sooner, the 1999 Plan will terminate automatically in January
2009. Five percent of the shares of Common Stock outstanding at the end of each
prior fiscal year will be reserved for issuance pursuant to the 1999 Plan.

The 1999 Plan may be administered by the Board of Directors or a committee
of the Board (the "Administrator"), which Administrator shall, in the case of
options intended to qualify as "performance-based compensation" within the
meaning of Section 162(m) of the Code, consist of two or more "outside
directors" within the meaning of Section 162(m). The Administrator has the power
to determine the terms of the options or SPRs granted, including, but not
limited to, the exercise price, the number of shares subject to each option or
SPR, the exercisability thereof, and the form of consideration payable upon such
exercise. In addition, the Board has the authority to amend, suspend or
terminate the 1999 Plan, provided that no such action may affect any share of
Common Stock previously issued and sold or any option previously granted under
the 1999 Plan.

Options and SPRs granted under the 1999 Plan are not generally transferable
by the optionee, other than by will or the laws of descent and distribution, and
each option and SPR is exercisable during the lifetime of the optionee only by
such optionee. Options granted under the 1999 Plan must generally be exercised
within three months of the end of optionee's status as an employee or consultant
of iVillage, or within twelve months after such optionee's termination by death
or disability, but in no event later than the expiration of the option's
ten-year term. In the case of SPRs, unless the Administrator determines
otherwise, the restricted stock purchase agreement shall grant iVillage a
repurchase option exercisable upon the voluntary or involuntary termination of
the purchaser's employment with iVillage for any reason (including death or
disability). The purchase price for shares repurchased pursuant to the
restricted stock purchase agreement shall be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of the purchaser
to iVillage. The repurchase option shall lapse at a rate determined by the
Administrator.

The exercise price of all incentive stock options granted under the 1999
Plan must be at least equal to the fair market value of the Common Stock on the
date of grant, unless adjusted by the Administrator to the fair market value on
the date of such adjustment if the fair market value of Common Stock shall have
declined since the date the option was granted. The exercise price of
nonstatutory stock options and SPRs granted under the 1999 Plan is determined by
the Administrator, but with respect to nonstatutory stock options intended to
qualify as "performance-based compensation" within the meaning of Section 162(m)
of the Code, the exercise price must at least be equal to the fair market value
of the Common Stock on the date of grant, unless adjusted by the Administrator
to the fair market value on the date of such adjustment if the fair market value
of iVillage's Common Stock shall have declined since the date the option was

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<PAGE>

granted. With respect to any participant who owns stock possessing more than 10%
of the voting power of all classes of iVillage's outstanding capital stock or
any parent or subsidiary, the exercise price of any incentive stock option
granted must equal at least 110% of the fair market value on the grant date and
the term of such incentive stock option must not exceed five years. The term of
all other options granted under the 1999 Plan may not exceed ten years.

The 1999 Plan provides that in the event of a merger of iVillage with or
into another corporation, a sale of substantially all of iVillage's assets or a
like transaction involving iVillage, options may be granted with a per share
exercise price of less than fair market value on the date of the grant and each
option shall be assumed or an equivalent option substituted by the successor
corporation. If the outstanding options are not assumed or substituted as
described in the preceding sentence, the Administrator shall provide for the
optionee to have the right to exercise the option or SPR as to all of the
optioned stock, including shares as to which it would not otherwise be
exercisable. If the administrator makes an option or SPR exercisable in full in
the event of a merger or sale of assets, the administrator shall notify the
optionee that the option or SPR shall be fully exercisable for a period of 15
days from the date of such notice, and the option or SPR will terminate upon the
expiration of such period.

1999 DIRECTOR OPTION PLAN

iVillage intends to adopt the 1999 Director Option Plan (the "Director
Plan"), and will reserve a total of shares of Common Stock for issuance
thereunder. On the date of each year's annual stockholders meeting, commencing
with the 1999 annual meeting of stockholders, each nonemployee director will
automatically be granted a nonstatutory option to purchase 5,000 shares of
Common Stock, providing that he or she shall have served on the Board of
Directors for at least the preceding six months. The exercise price of each of
these options will be equal to fair market value of the Common Stock on the date
of grant. Each option granted under the Director Plan will vest on a cumulative
monthly basis over a four-year period. In the event of a change in control of
iVillage, including a merger of iVillage with or into another corporation, or
the sale of all or substantially all of the assets of iVillage, then all shares
subject to options granted under the Director Plan will become fully vested and
exercisable unless such options are assumed by the successor or acquiring
company. In the event that a nonemployee director is involuntarily terminated
following such an option assumption, such option becomes fully vested and
exercisable. The Director Plan will terminate in December 2009, unless
terminated earlier in accordance with the provisions of the Director Plan.

1999 EMPLOYEE STOCK PURCHASE PLAN

iVillage intends to adopt the 1999 Employee Stock Purchase Plan (the
"Purchase Plan"), and will reserve a total of shares of Common Stock
for issuance thereunder. No shares have been issued under the Purchase Plan to
date. The Purchase Plan, which is intended to qualify under Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code"), will be administered by
the Board of Directors of iVillage or by the Compensation Committee. Under the
Purchase Plan, iVillage will withhold a specified percentage (not to exceed 15%)
of each salary payment to participating employees over certain offering periods.
Any employee who is currently employed for at least 20 hours per week and for at
least five consecutive months in a calendar year, with or by iVillage or by a
majority-owned subsidiary of iVillage, will be eligible to participate in the
Purchase Plan. Unless the Board of Directors or its committee determines
otherwise, each offering period will run for 24 months and will be divided into
four consecutive purchase periods of approximately six months. The first
offering period and the first purchase period will commence three months from
the date of this prospectus. New 24-month offering periods will commence every
six months thereafter. In the event of a change in control of iVillage,
including a merger of iVillage with or into another corporation, or the sale of
all or substantially all of the assets of iVillage, the offering and purchase
periods then in progress will be shortened unless the rights to purchase stock
are assumed by the successor or acquiring company. The price at which Common
Stock will be purchased under the Purchase Plan is equal to 85% of the fair
market value of the Common Stock on the first

52
<PAGE>

day of the applicable offering period or the last day of the applicable purchase
period, whichever is lower. Employees may end their participation in the
offering at any time during the offering period, and participation ends
automatically on termination of employment with iVillage. The maximum number of
shares that a participant may purchase on the last day of any offering period is
determined by dividing the payroll deductions accumulated during the purchase
period by the purchase price. However, no person may purchase shares under the
Purchase Plan to the extent such person would own 5% or more of the total
combined value or voting power of all classes of the capital stock of iVillage
or of any of its subsidiaries, or to the extent that such person's rights to
purchase stock under all employee stock purchase plans would accrue at a rate
that exceeds $25,000 worth of stock for any calendar year. The Board of
Directors may amend the Purchase Plan at any time. The Purchase Plan will
terminate in December 2009, unless terminated earlier in accordance with the
provisions of the Purchase Plan.

53
<PAGE>

CERTAIN TRANSACTIONS

In August 1995, iVillage issued to Candice Carpenter, Nancy Evans and
Robert Levitan 2,000,005, 1,000,000 and 250,000 shares of Common Stock,
respectively, at a purchase price of $.0005 per share. Ms. Carpenter and
Ms. Evans currently serve as officers and directors of iVillage.

In August 1995, iVillage entered into a promissory note agreement with AOL,
a principal stockholder of iVillage, whereby iVillage issued a note in the
principal amount of $500,000, with interest payable at the rate of 8% per annum
(the "August 1995 Note").

In September 1995, iVillage and AOL entered into a securities purchase
agreement pursuant to which (i) iVillage issued 1,000,000 shares of Series A
Convertible Preferred Stock to AOL in exchange for the cancellation of the
August 1995 Note and the payment by AOL to iVillage of $496,494 and (ii) AOL
agreed to make an additional loan to iVillage in the form of a Convertible
Secured Note in an aggregate principal amount not to exceed $1 million (the
"September 1995 Note"), whereby iVillage received $650,000. In connection with
such agreement, iVillage also issued to AOL a stock subscription warrant
representing the right to purchase 52,100 shares of iVillage's Series B
Convertible Preferred Stock at an exercise price of $2.50 per share. In February
1996, the September 1995 Note was cancelled in exchange for a new Convertible
Secured Note (the "February 1996 Note") in an aggregate principal amount not to
exceed $1.75 million, whereby iVillage received $1.1 million. Upon completion of
this offering, the Series A Convertible Preferred Stock will automatically
convert into an aggregate of 1,000,000 shares of Common Stock.

In September 1995, iVillage entered into an information provider agreement
with AOL, whereby AOL agreed to carry iVillage's programming material on AOL for
a period of one year. As a result of this agreement, AOL received a percentage
of iVillage's revenues and paid iVillage a usage fee based upon hours of
viewership of the iVillage site on the AOL network.

In April 1996, iVillage issued to AOL a Promissory Note (the "April 1996
Note") in the principal amount of $500,000 with interest payable at the rate of
10% per annum.

In May 1996, iVillage entered into another information provider agreement
with AOL, pursuant to which AOL agreed to carry up to four additional iVillage
channels for a period of two years. As an inducement to, and in consideration
of, AOL entering into such agreement, iVillage issued to AOL a warrant to
purchase 800,000 shares of Series B Convertible Preferred Stock at an exercise
price of $2.50 per share.

In May 1996, iVillage issued shares of Series B Convertible Preferred Stock
and Series B-1 Convertible Preferred Stock to certain investors, including AOL,
at a purchase price of $2.50 per share. iVillage issued to AOL 797,130 shares of
Series B Convertible Preferred Stock and 300,000 shares of Series B-1
Convertible Preferred Stock. iVillage issued such shares to AOL in exchange for
the cancellation of the February 1996 Note and the April 1996 Note. Upon
completion of this offering, the Series B Convertible Preferred Stock and
Series B-1 Convertible Preferred Stock will automatically convert into an
aggregate of 5,431,222 shares of Common Stock.

In February 1997, iVillage entered into a note and warrant purchase
agreement with AOL and several other investors. iVillage issued to AOL a
Convertible Secured Promissory Note (the "February 1997 Note") in an aggregate
principal amount of $900,000. In connection with the issuance of these notes,
iVillage issued a stock subscription warrant to AOL, representing the right to
purchase 200,625 shares of Series C Convertible Preferred Stock at an exercise
price of $1.954 per share.

In April 1997, iVillage issued to AOL a Convertible Secured Promissory Note
(the "April 1997 Note") in an aggregate principal amount of $1 million. In April
1997, AOL exchanged the February 1997 Note for an Amended and Restated
Convertible Secured Promissory Note in an aggregate principal amount of
approximately $1.3 million (the "Amended Note").

54
<PAGE>

In May 1997, iVillage issued shares of Series C Convertible Preferred Stock
to certain investors, including AOL, CIBC Wood Gundy Ventures, Inc., Cox
Interactive Media, Inc. and Rho Management Trust I, at a purchase price of
$1.954 per share. AOL converted the Amended Note and a portion of the April 1997
Note in an aggregate principal amount of $200,000 for 793,245 shares of Series C
Convertible Preferred Stock. Upon completion of this offering, the Series C
Convertible Preferred Stock will automatically convert into an aggregate of
13,193,445 shares of Common Stock.

<TABLE>
<CAPTION>
NUMBER OF SHARES
OF SERIES C
NAME OF INVESTOR PREFERRED STOCK
- ---------------------------------- ----------------
<S> <C>
ENTITIES AFFILIATED WITH DIRECTORS
America Online, Inc............... 1,202,661
Rho Management Trust I............ 3,070,624
Cox Interactive Media, Inc........ 2,047,083
CIBC Wood Gundy Ventures, Inc..... 2,047,083
</TABLE>

In connection with the acquisition of Health ResponseAbility Systems, Inc.
("HRS") in May 1997, iVillage issued to AOL 609,000 shares of Common Stock for
AOL's equity rights in HRS.

In July 1997, iVillage entered into an interactive services agreement with
AOL (the "AOL Agreement"), whereby iVillage received anchor tenant distribution
within the AOL service. The AOL Agreement supersedes any prior services
agreements between iVillage and AOL and expires February 28, 1999. However, both
parties have a right to extend the agreement for an additional year. In
consideration for AOL carrying certain channels of iVillage, iVillage received a
guaranty of a minimum number of impressions per year. iVillage is obligated to
pay AOL monthly payments and to make certain additional payments based on
revenues and to provide in-kind commitments to AOL. Lennert Leader, a director
of iVillage, currently serves as President of AOL Investments.

In July 1997, iVillage entered into a one-year agreement with Tenet
Healthcare Corporation ("Tenet"), a principal stockholder of iVillage, whereby
Tenet sponsored one of iVillage's channels and developed content for use on the
channel in exchange for a fee paid in quarterly installments.

In December 1997, AOL converted its April 1997 Note in an aggregate
principal amount of $800,000 into 409,416 shares of Series C Convertible
Preferred Stock.

In January 1998, iVillage entered into a shopping channel promotional
agreement with AOL (the "Shopping Channel Agreement"), whereby AOL agreed to
promote iVillage and its services on the AOL shopping channel and provide access
to iVillage's online sites. The Shopping Channel Agreement expires on
December 31, 1998. iVillage makes payments to AOL in monthly installments for
AOL's promotion of the Company.

In February 1998, iVillage issued 852,951 shares of Common Stock to Tenet.

In February 1998, March 1998 and May 1998, iVillage issued shares of
Series D Convertible Preferred Stock to certain entities affiliated with
directors of iVillage and certain 5% stockholders of iVillage at a purchase
price of $2.50 per share. The number of shares of Series D Convertible Preferred
Stock issued to each entity is set forth below. Upon completion of this
offering, the Series D Convertible Preferred Stock will automatically convert
into an aggregate of 13,000,000 shares of Common Stock.

<TABLE>
<CAPTION>
NUMBER OF SHARES
OF SERIES D
NAME OF INVESTOR PREFERRED STOCK
- ---------------------------------- ----------------
<S> <C>
ENTITIES AFFILIATED WITH DIRECTORS
America Online, Inc............... 1,200,000
Rho Management Trust I............ 1,080,000
Cox Interactive Media, Inc........ 400,000
CIBC Wood Gundy Ventures, Inc..... 400,000
OTHER 5% STOCKHOLDERS
Tenet Healthcare Corporation...... 1,333,334
</TABLE>

On June 5, 1998, Candice Carpenter executed a promissory note in favor of
iVillage (the "Note") for borrowings up to a maximum principal amount of
$500,000, of which $500,000 was outstanding at September 30, 1998. Subject to
prepayment or acceleration, any loans made to Ms. Carpenter under the Note
mature on December 31, 2001. Borrowings made under the Note bear interest at
5.58% per annum and is payable on an annual basis on December 31 of each year
commencing on December 31, 1998. The Note

55
<PAGE>

is secured by a pledge by Ms. Carpenter of 500,000 shares of Common Stock.

In November 1998, iVillage entered into a one-year content distribution
agreement with Cox Interactive Media ("Cox"), a principal stockholder of
iVillage, whereby iVillage agreed to provide content for Cox's Web sites in
return for displaying the iVillage logo on the Cox Web sites and establishing
links on Cox Web sites to iVillage's network. William L. Killen, Jr., a director
of iVillage, currently serves as Vice-President of New Media Development for
Cox.

In December 1998, iVillage issued shares of Series E Convertible Preferred
Stock to certain entities affiliated with directors of the Company and certain
5% stockholders of the Company at a purchase price of $2.85 per share. The
number of shares of Series E Convertible Preferred Stock issued to each entity
is set forth below. Upon completion of this offering, the Series E Convertible
Preferred Stock will automatically convert into an aggregate of 11,730,948
shares of Common Stock.

<TABLE>
<CAPTION>
NUMBER OF SHARES
OF SERIES E
NAME OF INVESTOR PREFERRED STOCK
- ---------------------------------- ----------------
<S> <C>
ENTITIES AFFILIATED WITH DIRECTORS
America Online, Inc............... 701,754
Rho Management Trust I............ 477,079
Cox Interactive Media, Inc........ 289,473
CIBC Wood Gundy Ventures, Inc..... 281,271
OTHER 5% STOCKHOLDERS
Tenet Healthcare Corporation...... 701,754
</TABLE>

On September 19, 1995, Candice Carpenter, Nancy Evans and Robert Levitan
(the "Depositors") and certain other stockholders executed a Voting Trust
Agreement (the "Voting Trust Agreement") whereby each deposited his or her
shares of Common Stock (the "Shares") with Ms. Carpenter, as trustee (the
"Trustee"), in exchange for the receipt of voting trust certificates. The Voting
Trust Agreement provides the Trustee with the unqualified right and power to
vote and to act in the same manner as if she was the absolute owner of the
Shares, except the Trustee has no rights with respect to any pledge or transfer
of the Shares. The Depositors are entitled to all distributions paid upon the
Common Stock and may transfer the voting trust certificates, subject to any
other agreement restricting their transfer. The Voting Trust Agreement may be
terminated by the Trustee 10 days after written notice of termination is mailed
to the Depositors or by written agreement among all the Depositors.

Pursuant to the Fourth Amended and Restated Stockholders' Agreement dated
December 4, 1998, the holders of iVillage's Preferred Stock agreed to vote their
shares to fix the number of directors at fifteen. Pursuant to this agreement,
the board was to consist of one director designated by the holders of iVillage's
Series A Convertible Preferred Stock; two directors to be designated by the
holders of iVillage's Series B Convertible Preferred Stock; two directors to be
designated by the holders of iVillage's Series C Convertible Preferred Stock;
one director to be designated by the holders of iVillage's Series D Convertible
Preferred Stock; one director to be designated by NBC; two directors to be
designated by Candice Carpenter, Nancy Evans and Robert Levitan; one director to
be designated jointly by the Chairman of the Board and all holders of iVillage's
outstanding capital stock; one director to be designated by Rho Management
Trust I; and two directors (or two-sevenths of the Board of Directors if the
Board consists of more than seven directors) to be designated by certain of the
stockholders each of whom hold at least two and one-half percent of the
outstanding capital stock of iVillage immediately prior to this offering, which
right to designate shall commence upon this offering for a period of six months
after this offering. The agreement terminates upon completion of an initial
public offering at an offering price to the public of not less than $3.93 per
share and with aggregate proceeds to iVillage of not less than $20,000,000.

iVillage has entered into indemnification agreements with its officers and
directors containing provisions which may require iVillage, among other things,
to indemnify its officers and directors against certain liabilities that may
arise by reason of their status or service as officers or directors (other than
liabilities arising from willful misconduct of a culpable nature) and to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified.

56
<PAGE>

PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to beneficial
ownership of the Common Stock, as of December 4, 1998 and as adjusted to reflect
the sale of Common Stock offered by iVillage hereby and conversion of all
outstanding shares of Convertible Preferred Stock into shares of Common Stock,
for (i) each person known by iVillage to beneficially own more than 5% of the
Common Stock, (ii) each director of iVillage, (iii) each Named Executive Officer
named in the Summary Compensation Table, and (iv) all directors and executive
officers of iVillage as a group.

<TABLE>
<CAPTION>
PERCENTAGE OF SHARES
BENEFICIALLY OWNED(1)
SHARES --------------------------------------------
BENEFICIALLY PRIOR TO AFTER
OWNED OFFERING OFFERING
------------ -------------------- --------------------
<S> <C> <C> <C>
NAME OF BENEFICIAL OWNER(1)
America Online, Inc.(2) ........... 7,089,524 13.7%
22000 AOL Way
Dulles, Virginia 20166-9323

CIBC Wood Gundy Ventures, Inc. .... 2,728,354 5.4
425 Lexington Avenue
New York, New York 10017

Cox Interactive Media, Inc. ....... 2,736,556 5.4
1400 Lake Hearn Drive
Atlanta, Georgia 30319

Rho Management Trust I ............ 4,627,703 9.1
767 Fifth Avenue
New York, New York 10153

Tenet Healthcare Corporation ...... 2,888,039 5.7
3820 State Street
Santa Barbara, California 93105

Candice Carpenter(3)............... 2,070,005 4.1

Nancy Evans(4)..................... 1,000,000 2.0

Habib Kairouz(5)................... 4,627,703 9.1

William L. Killen, Jr.(6).......... 2,736,556 5.4

Lori Koffman(7).................... 2,728,354 5.4

Lennert J. Leader(8) .............. 7,089,524 13.7

Michael Levy(9).................... 100,000 *

Philip Schlein(10)................. 33,000 *

Steven Elkes(11)................... 32,500 *

Stephen Lake(12)................... 43,750 *

Robert Levitan(13)................. 362,500 *

All directors and executive 20,385,142 39.2
officers as a group (13
persons)(14) ....................
</TABLE>

- ------------------------------

* Represents beneficial ownership of less than one percent of the Common
Stock.

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes voting or investment power
with respect to the securities. The address for each listed director and
officer is c/o iVillage Inc., 170 Fifth Avenue, New York, New York 10010.
Except as indicated by footnote, and subject to applicable community
property laws, the persons named in the table have sole voting and
investment power with

(Footnotes continued on next page)

57
<PAGE>

(Footnotes continued from previous page)

respect to all shares of Common Stock shown as beneficially owned by them.
The number of shares of Common Stock outstanding used in calculating the
percentage for each listed person includes the shares of Common Stock
underlying options or warrants held by such person that are exercisable
within 60 days of December 4, 1998, but excludes shares of Common Stock
underlying options or warrants held by any other person. Percentage of
beneficial ownership is based on 50,692,771 shares of Common Stock
outstanding as of December 4, 1998 (after giving effect to the conversion
of the Convertible Preferred Stock) and shares of Common Stock
outstanding after completion of this offering.

(2) Includes 1,052,725 shares of Common Stock issuable upon the exercise of
warrants.

(3) Includes 70,000 shares of Common Stock issuable upon the exercise of stock
options. Excludes 670,000 shares of Common Stock issuable upon the exercise
of stock options that do not vest within 60 days after December 4, 1998.

(4) Excludes 230,000 shares of Common Stock issuable upon the exercise of stock
options that do not vest within 60 days after December 4, 1998.

(5) Consists of 4,627,703 shares of Common Stock beneficially owned by Rho
Management Trust I. Mr. Kairouz disclaims beneficial ownership of the
shares of Common Stock beneficially owned by Rho Management Trust I.

(6) Consists of 2,736,556 shares of Common Stock beneficially owned by Cox
Interactive Media, Inc. Mr. Killen disclaims beneficial ownership of the
shares of Common Stock beneficially owned by Cox Interactive Media, Inc.

(7) Consists of 2,728,354 shares of Common Stock beneficially owned by CIBC
Wood Gundy Ventures, Inc. Ms. Koffman disclaims beneficial ownership of the
shares of Common Stock beneficially owned by CIBC Wood Gundy Ventures, Inc.

(8) Consists of 7,089,524 shares of Common Stock beneficially owned by America
Online, Inc., including 1,052,725 shares of Common Stock issuable upon the
exercise of warrants. Mr. Leader disclaims beneficial ownership of the
shares of Common Stock beneficially owned by America Online, Inc.

(9) Consists of 100,000 shares of Common Stock issuable upon the exercise of
stock options.

(10) Consists of 33,000 shares of Common Stock issuable upon the exercise of
stock options. Excludes 42,000 shares of Common Stock issuable upon the
exercise of stock options that do not vest within 60 days after
December 4, 1998.

(11) Consists of 32,500 shares of Common Stock issuable upon the exercise of
stock options. Excludes 117,500 shares of Common Stock issuable upon the
exercise of stock options that do not vest within 60 days of December 4,
1998.

(12) Consists of 43,750 shares of Common Stock issuable upon the exercise of
stock options. Excludes 156,250 shares of Common Stock issuable upon the
exercise of stock options that do not vest within 60 days after
December 4, 1998.

(13) Consists of 250,000 shares of Common Stock and 112,500 shares of Common
Stock issuable upon the exercise of stock options.

(14) See notes 3 through 10 above.

58
<PAGE>

DESCRIPTION OF CAPITAL STOCK

GENERAL

iVillage's Amended and Restated Certificate of Incorporation, which will
become effective upon the closing of this offering, authorizes the issuance of
up to 65,000,000 shares of Common Stock, par value $0.0005 per share, and
5,000,000 shares of preferred stock, par value $0.0005 per share, the rights and
preferences of which may be established from time to time by iVillage's Board of
Directors. As of December 4, 1998, 6,337,156 shares of Common Stock were
outstanding and 43,702,139 shares of Convertible Preferred Stock convertible
into 44,355,615 shares of Common Stock upon the completion of this offering were
issued and outstanding. As of December 4, 1998, iVillage had 72 stockholders.

COMMON STOCK

Each holder of Common Stock is entitled to one vote for each share on all
matters to be voted upon by the stockholders and there are no cumulative voting
rights. Subject to preferences to which holders of Preferred Stock issued after
the sale of the Common Stock offered hereby may be entitled, holders of Common
Stock are entitled to receive ratably such dividends, if any, as may be declared
from time to time by the Board of Directors out of funds legally available
therefor. Please see "Dividend Policy". In the event of a liquidation,
dissolution or winding up of iVillage, holders of Common Stock would be entitled
to share in iVillage's assets remaining after the payment of liabilities and the
satisfaction of any liquidation preference granted the holders of any
outstanding shares of Preferred Stock. Holders of Common Stock have no
preemptive or conversion rights or other subscription rights and there are no
redemption or sinking fund provisions applicable to the Common Stock. All
outstanding shares of Common Stock are, and the shares of Common Stock offered
by iVillage in this offering, when issued and paid for, will be, fully paid and
nonassessable. The rights, preferences and privileges of the holders of Common
Stock are subject to, and may be adversely affected by the rights of the holders
of shares of any series of Preferred Stock, which iVillage may designate in the
future.

PREFERRED STOCK

Upon the closing of this offering, the Board of Directors will be
authorized, subject to any limitations prescribed by law, without stockholder
approval, from time to time to issue up to an aggregate of 5,000,000 shares of
Preferred Stock, $0.0005 par value per share, in one or more series, each of
such series to have such rights and preferences, including voting rights,
dividend rights, conversion rights, redemption privileges and liquidation
preferences, as shall be determined by the Board of Directors. The rights of the
holders of Common Stock will be subject to, and may be adversely affected by,
the rights of holders of any Preferred Stock that may be issued in the future.
Issuance of Preferred Stock, while providing desirable flexibility in connection
with possible acquisitions and other corporate purposes, could have the effect
of making it more difficult for a third party to acquire, or of discouraging a
third party from attempting to acquire a majority of the outstanding voting
stock of iVillage. iVillage has no present plans to issue any shares of
Preferred Stock.

WARRANTS

Upon the completion of this offering, iVillage will have outstanding
warrants to purchase 1,277,996 shares of Common Stock at a weighted average
exercise price of $2.18 per share. These warrants have net exercise provisions
under which the holder may, in lieu of payment of the exercise price in cash,
surrender the warrant and receive a net amount of shares, based on their fair
market value of iVillage's Common Stock at the time of the exercise of the
warrant, after deducting the aggregate exercise price. These warrants expire on
dates ranging from September 2000 to May 2003.

REGISTRATION RIGHTS

Pursuant to the terms of the Fourth Amended and Restated Rights Agreement,
as amended (the "Registration Rights Agreement"), after the closing of the
offering, the holders of 40% of the outstanding shares of Common Stock
(including shares issuable upon the exercise of certain warrants to purchase
Common Stock) will be entitled to certain demand registration rights with
respect to the registration of such shares under the Securities Act, subject to
certain limitations, including the

59
<PAGE>

inclusion thereon of a minimum number of shares held by the initiating holders
of the demand registration. iVillage is not required to effect (i) more than
four such registrations pursuant to such demand registration rights; (ii) a
registration during any period in which any other registration statement has
been filed or has been declared effective within the prior 180 days; (iii) a
registration within 60 days following the determination of the Board of
Directors of iVillage to file a registration statement; or (iv) a registration
for a period not to exceed 60 days, if the Board of Directors of iVillage has
made a good faith determination that it would be seriously detrimental to
iVillage or the holders of registration rights for a registration statement to
be filed. In addition, one stockholder is entitled to one separate demand
registration right with respect to the registration of its shares of Common
Stock under the Securities Act, subject to the limitations set forth above.
Furthermore, pursuant to the terms of the Registration Rights Agreement, after
the closing of this offering, the holders of 51,870,766 shares of Common Stock
(including shares issuable upon the exercise of certain warrants to purchase
Common Stock) will be entitled to certain piggyback registration rights in
connection with any registration by iVillage of its securities for its own
account or the account of other securityholders. In the event that iVillage
proposes to register any shares of Common Stock under the Securities Act, the
holders of such piggyback registration rights are entitled to receive notice of
such registration and are entitled to include their shares therein, subject to
certain limitations.

At any time after iVillage becomes eligible to file a registration
statement on Form S-3, certain holders of demand registration rights may require
iVillage to file an unlimited number of registration statements on Form S-3
under the Securities Act with respect to their shares of Common Stock. iVillage
is not required to effect more than one such registration in any six-month
period.

Each of the foregoing registration rights is subject to certain conditions
and limitations, among them the right of the underwriters in any underwritten
offering to limit the number of shares of Common Stock held by securityholders
with registration rights to be included in such registration. The registration
rights with respect to any holder thereof terminate when the shares held by such
holder may be sold under Rule 144 during any three-month period. iVillage is
generally required to bear all of the expenses of all such registrations, except
underwriting discounts and commissions. Registration of any of the shares of
Common Stock held by securityholders with registration rights would result in
such shares becoming freely tradable without restriction under the Securities
Act immediately upon effectiveness of such registration. The Registration Rights
Agreement also contains a commitment of iVillage to indemnify the holders of
registration rights, subject to certain limitations.

CERTAIN CHARTER AND BYLAWS PROVISIONS AND DELAWARE ANTI-TAKEOVER STATUE

Certain provisions of iVillage's Amended and Restated Certificate of
Incorporation and Bylaws may have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from attempting to
acquire, control of iVillage. Such provisions could limit the price that certain
investors might be willing to pay in the future for shares of iVillage's Common
Stock. Certain of these provisions allow iVillage to issue Preferred Stock
without any vote or further action by the stockholders, eliminate the right of
stockholders to act by written consent without a meeting and eliminate
cumulative voting in the election of directors. These provisions may make it
more difficult for stockholders to take certain corporate actions and could have
the effect of delaying or preventing a change in control of iVillage. In
addition, iVillage is subject to Section 203 of the Delaware General Corporation
Law which, subject to certain exceptions, prohibits a Delaware corporation from
engaging in any business combination with any interested stockholder, unless:
(i) prior to such date, the Board of Directors of the corporation approved
either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder; (ii) upon consummation of the
transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock
of the corporation outstanding at the time the transaction commenced, excluding
for purposes of determining the number of shares outstanding those shares owned
by persons who are directors and also officers and by employee stock plans in
which employee participants do not have the right to

60
<PAGE>

determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or (iii) on or subsequent to such date,
the business combination is approved by the Board of Directors and authorized at
an annual or special meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66 2/3% of the outstanding voting stock which is
not owned by the interested stockholder.

iVillage's Amended and Restated Certificate of Incorporation provides that,
upon the closing of this offering, the Board of Directors will be divided into
three classes of directors with each class serving a staggered three-year term.
The classification system of electing directors may tend to discourage a third
party from making a tender offer or otherwise attempting to obtain control of
iVillage and may maintain the incumbency of the Board of Directors, as the
classification of the Board of Directors generally increases the difficulty of
replacing a majority of the directors. iVillage's Amended and Restated
Certificate of Incorporation eliminates the right of stockholders to act by
written consent without a meeting and iVillage's Bylaws eliminate the right of
stockholders to call special meetings of stockholders. The Amended and Restated
Certificate of Incorporation and Bylaws do not provide for cumulative voting in
the election of directors. The authorization of undesignated Preferred Stock
makes it possible for the Board of Directors to issue Preferred Stock with
voting or other rights or preferences that could impede the success of any
attempt to change control of iVillage. These and other provisions may have the
effect of deferring hostile takeovers or delaying changes in control or
management of iVillage. The amendment of any of these provisions would require
approval by holders of at least 66 2/3% of the outstanding Common Stock.

On September 19, 1995, Candice Carpenter, Nancy Evans and Robert Levitan
(the "Depositors") executed a Voting Trust Agreement (the "Voting Trust
Agreement") whereby each deposited his or her respective shares of Common Stock
(the "Shares") with Ms. Carpenter, as trustee (the "Trustee"), in exchange for
the receipt of voting trust certificates. The Voting Trust Agreement provides
the Trustee with the unqualified right and power to vote and to act in the same
manner as if she was the absolute owner of the Shares, except the Trustee has no
rights with respect to any pledge or transfer of the Shares. The Depositors are
entitled to all distributions paid upon the Common Stock and may transfer the
voting trust certificates, subject to any other agreement restricting their
transfer. The Voting Trust Agreement may be terminated by the Trustee 10 days
after written notice of termination is mailed to the Depositors or by written
agreement among all the Depositors.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is Continental Stock
Transfer & Trust Company.

61
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering there has been no public market for iVillage's
Common Stock. Future sales of substantial amounts of iVillage's Common Stock in
the public market or the availability of such shares for sale, could adversely
affect the prevailing market price and the ability of iVillage to raise equity
capital in the future.

Upon the closing of this offering, iVillage will have an aggregate of
shares of Common Stock outstanding, assuming no exercise of the
underwriters' over-allotment option and no exercise of outstanding options to
purchase Common Stock.

Of the shares of Common Stock to be outstanding upon the
closing of this offering, the shares offered hereby will be
eligible for immediate sale in the public market without restriction, unless the
shares are purchased by "affiliates" of iVillage within the meaning of Rule 144
promulgated under the Securities Act of 1933. The remaining shares
of Common Stock held by existing stockholders upon the closing of this offering
will be "restricted securities", as that term is defined in Rule 144. Restricted
securities may be sold in the public market only if registered or if they
qualify for an exemption from registration under Rules 144, 144(k) or 701 under
the Securities Act. All of our directors, officers and stockholders have agreed
that, subject to certain limited exceptions, they will not sell, directly or
indirectly, any Common Stock without the prior consent of the representatives of
Goldman, Sachs & Co. for a period of 180 days from the date of this prospectus.
Subject to the provisions of Rules 144, 144(k) and 701, additional shares
totaling 50,692,771 will be available for sale in the public market (subject in
the case of shares held by affiliates to compliance with certain volume
restrictions) 180 days from the date of this prospectus.

In general, under Rule 144, a person (or persons whose shares are
aggregated), including an affiliate who has beneficially owned shares for at
least one year is entitled to sell within any three-month period a number of
shares that does not exceed the greater of (i) 1% of the number of shares of
Common Stock or (ii) the average weekly trading volume of the Common Stock
during the four calendar weeks preceding the date on which notice of such sale
is filed, subject to certain restrictions. In addition, a person who is not
deemed to have been an affiliate of iVillage at any time during the three months
preceding a sale, and who has beneficially owned the shares proposed to be sold
for at least two years would be entitled to sell such shares under Rule 144(k)
without regard to the requirements described above. To the extent that shares
were acquired from an affiliate of iVillage, such affiliates' holding period for
the purpose of effecting a sale under Rule 144 commences on the date of transfer
from the affiliate. As of September 30, 1998, there were outstanding options to
purchase 5,596,276 shares of Common Stock which will be eligible for sale in the
public market from time to time subject to vesting and the expiration of lock-up
agreements. As of September 30, 1998, there were outstanding warrants to
purchase 1,277,996 shares of Common Stock which will be eligible for sale in the
public market from time to time subject to the expiration of lock-up agreements
and Rule 144. These stock options and warrants generally have exercise prices
below the current market price of the Common Stock. The possible sale of a
significant number of shares by the holders thereof may have an adverse effect
on the price of the Common Stock.

iVillage is unable to estimate the number of shares that will be sold under
Rule 144, as this will depend on the market price for the Common Stock of
iVillage, the personal circumstances of the sellers and other factors. Prior to
this offering, there has been no public market for the Common Stock, and there
can be no assurance that a significant public market for the Common Stock will
develop or be sustained after this offering. Any future sale of substantial
amounts of Common Stock in the open market may adversely affect the market price
of the Common Stock offered hereby.

iVillage will file a registration statement on Form S-8 under the
Securities Act to register the shares of Common Stock reserved for
issuance under its 1995 Amended

62
<PAGE>

and Restated Employee Stock Option Plan, 1997 Stock Acquisition Plan, 1999
Employee Stock Option Plan, 1999 Director Option Plan and 1999 Employee Stock
Purchase Plan. As a result, shares issued upon exercise of stock options granted
under the Stock Option Plan will be available, subject to special rules for
affiliates, for resale in the public market after the effective date of such
registration statement. Please see "Management--Stock Incentive Plans".

Pursuant to the Fourth Amended and Restated Registration Rights Agreement,
after the closing of this offering, subject to certain conditions, the holders
of 47,120,561 shares of outstanding Common Stock (including shares issuable upon
the exercise of certain warrants to purchase Common Stock) will be entitled to
certain demand registration rights and the holders of 51,870,766 shares of
outstanding Common Stock (including shares issuable upon the exercise of certain
warrants to purchase Common Stock) will be entitled to certain piggyback
registration rights. Registration of such shares under the Securities Act would
result in such shares becoming freely tradable without restriction under the
Securities Act (except for shares purchased by Affiliates). Please see
"Description of Capital Stock--Registration Rights".

Pursuant to the Fourth Amended and Restated Stockholders' Agreement dated
as of December 4, 1998, subject to certain conditions, Candice Carpenter, Nancy
Evans and Robert Levitan and the other stockholders of iVillage are limited in
their ability to transfer their Common Stock and/or Preferred Stock of iVillage
prior to the earlier to occur of this offering or a change of control.

iVillage will issue 3,684,210 shares to NBC over the next three years
pursuant to iVillage's agreement with NBC. Such shares will be entitled to
certain demand and piggyback registration rights.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for
iVillage by Orrick, Herrington & Sutcliffe LLP, New York, New York. Certain
legal matters will be passed upon for the Underwriters by Hale and Dorr LLP,
Boston, Massachusetts. A partner of Orrick, Herrington & Sutcliffe LLP owns
13,229 shares of iVillage's Series C and Series E Convertible Preferred Stock.

EXPERTS

The consolidated balance sheets of iVillage Inc. and Subsidiaries as of
December 31, 1996 and 1997 and the consolidated statements of operations,
stockholders' equity and cash flows for the two years in the period ended
December 31, 1997 and the six months ended December 31, 1995 and the balance
sheets of Health ResponseAbility Systems, Inc. as of December 31, 1995 and 1996
and the statements of operations, stockholder's (deficit) equity and cash flows
for the two years ended December 31, 1996 have been included in reliance on the
reports of PricewaterhouseCoopers LLP, iVillage's independent accountants, given
on the authority of that firm as experts in accounting and auditing.

63
<PAGE>

AVAILABLE INFORMATION

iVillage has filed with the Securities and Exchange Commission, a
Registration Statement on Form S-1 (including the exhibits and schedules
thereto) under the Securities Act with respect to the shares to be sold in this
offering. This prospectus does not contain all the information set forth in the
Registration Statement. For further information with respect to iVillage and the
shares to be sold in this offering, reference is made to the Registration
Statement. Statements contained in this prospectus as to the contents of any
contract, agreement or other document referred to, are not necessarily complete,
and in each instance reference is made to the copy of such contract, agreement
or other document filed as an exhibit to the Registration Statement, each
statement being qualified in all respects a more complete description of the
matter involved, and each such statement shall be deemed by such reference.

You may read and copy all or any portion of the Registration Statement or
any reports, statements or other information iVillage files at the Commission's
public reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.C.,
Washington, D.C. 20549 and at the regional offices of the Commission located at
Seven World Trade Center, 13th Floor, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You can request copies of
these documents upon payment of a duplicating fee, by writing to the Commission.
Please call the Commission at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. iVillage's Commission filings,
including the Registration Statement will also be available to you on the
Commission's Internet site (http://www.sec.gov).

iVillage intends to send to its stockholders annual reports containing
audited consolidated financial statements and quarterly reports containing
unaudited Consolidated Financial Statements for the first three quarters of each
fiscal year.

64
<PAGE>

INDEX TO FINANCIAL STATEMENTS
iVILLAGE INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE(S)
-------------------

<S> <C>
Report of Independent Accountants......................... F-2

Consolidated Balance Sheets at December 31, 1996 and 1997
and September 30, 1998 (unaudited)...................... F-3

Consolidated Statements of Operations for the period from
July 1, 1995 (inception) to December 31, 1995 and the
years ended December 31, 1996 and 1997 and the nine
months ended September 30, 1997 and 1998 (unaudited).... F-4

Consolidated Statements of Stockholders' Equity for the
period from July 1, 1995 (inception) to December 31,
1995 and the years ended December 31, 1996 and 1997 and
the nine months ended September 30, 1998 (unaudited).... F-5

Consolidated Statements of Cash Flows for the period from
July 1, 1995 (inception) to December 31, 1995 and the
years ended December 31, 1996 and 1997 and the nine
months ended September 30, 1997 and 1998 (unaudited).... F-6

Notes to Consolidated Financial Statements................ F-7-F-20

HEALTH RESPONSEABILITY SYSTEMS, INC.
FINANCIAL STATEMENTS

Report of Independent Accountants......................... F-21

Balance Sheets at December 31, 1995 and 1996 and May 29,
1997 (unaudited)........................................ F-22

Statements of Operations for the years ended December 31,
1995 and 1996 and the periods ended May 29, 1996 and
1997 (unaudited)........................................ F-23

Statements of Stockholder's (Deficit) Equity for the years
ended December 31, 1995 and 1996 and the period ended
May 29, 1997 (unaudited)................................ F-24

Statements of Cash Flows for the years ended December 31,
1995 and 1996 and the periods ended May 29, 1996 and
1997 (unaudited)........................................ F-25

Notes to Financial Statements............................. F-26-F-29

iVILLAGE INC. AND HEALTH RESPONSEABILITY SYSTEMS, INC.
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Pro Forma Condensed Consolidated Financial Information
(unaudited)............................................. F-30

Pro Forma Condensed Consolidated Statement of Operations
for the year ended December 31, 1997 (unaudited)........ F-31

Notes to Pro Forma Condensed Consolidated Financial
Statements for the year ended December 31, 1997
(unaudited)............................................. F-32
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
iVillage Inc. and Subsidiaries:

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, stockholders' equity and cash flows
present fairly, in all material respects, the financial position of iVillage
Inc. and Subsidiaries (the "Company") at December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the two years in
the period ended December 31, 1997 and the period from July 1, 1995 (inception)
to December 31, 1995, in conformity with generally accepted accounting
principles. In addition, in our opinion, the accompanying financial statement
schedule presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements. These financial statements and financial statement schedule are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

/s/ PRICEWATERHOUSECOOPERS LLP

New York, New York
July 17, 1998

F-2
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
PRO
FORMA
DECEMBER 31, AS OF
---------------------------- SEPTEMBER 30, SEPTEMBER 30,
1996 1997 1998 1998
------------ ------------ ------------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
ASSETS

Current assets:
Cash.............................................. $ 2,101,779 $ 4,334,721 $ 8,767,570 $ 40,767,570
Accounts receivable, less allowance of $0,
$279,839 and $723,074 (unaudited),
respectively.................................... 535,620 2,199,520 2,854,181 2,854,181
Other current assets.............................. 106,005 300,786 638,309 638,309
------------ ------------ ------------- -------------
Total current assets.......................... 2,743,404 6,835,027 12,260,060 44,260,060

Fixed assets, net................................. 660,831 3,802,823 5,675,689 5,675,689
Prepaid distribution costs........................ 1,034,838 -- -- --
Goodwill and intangible assets, net............... 557,597 5,598,233 5,366,506 5,366,506
------------ ------------ ------------- -------------

Total assets.................................. $ 4,996,670 $ 16,236,083 $ 23,302,255 $ 55,302,255
------------ ------------ ------------- -------------
------------ ------------ ------------- -------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses............. $ 1,378,008 $ 3,989,945 $ 8,951,322 $ 8,951,322
Capital leases payable............................ -- 247,943 217,136 217,136
Deferred revenue.................................. 294,998 1,004,199 2,479,777 2,479,777
Other current liabilities......................... 64,236 332,531 326,582 326,582
------------ ------------ ------------- -------------
Total current liabilities..................... 1,737,242 5,574,618 11,974,817 11,974,817

Capital leases payable, net of current portion.... -- 139,346 18,072 18,072
------------ ------------ ------------- -------------
Total liabilities............................. 1,737,242 5,713,964 11,992,889 11,992,889
------------ ------------ ------------- -------------

Minority interest................................. -- -- 220,344 220,344

Commitments

Stockholders' equity:
Series A convertible preferred stock--par value
$.0005, 1,000,000 shares authorized, issued and
outstanding..................................... 500 500 500 --
Series B and B-1 convertible preferred stock--par
value $.0005, 5,929,846 shares authorized,
4,777,746 issued and outstanding................ 2,389 2,389 2,389 --
Series C convertible preferred stock--par value
$.0005, 13,528,765 authorized, 13,193,445 shares
issued and outstanding shares................... -- 6,597 6,597 --
Series D convertible preferred stock--par value
$.0005, 13,000,000 shares authorized, issued and
outstanding (unaudited)......................... -- -- 6,500 --
Series E convertible preferred stock--par value
$.0005, 12,280,702 shares authorized, none
issued and outstanding (unaudited).............. -- -- -- --
Common stock, par value $.0005, 25,000,000,
35,000,000 and 45,000,000 (unaudited) shares
authorized, 3,450,005, 5,459,205 and 6,337,156
(unaudited), issued and outstanding at
December 31, 1996 and 1997 and September 30,
1998, respectively, 65,000,000 shares
authorized, 50,692,771 issued and outstanding
pro forma (unaudited)........................... 1,725 2,730 3,169 25,347
Additional paid-in capital........................ 14,575,067 43,196,116 76,783,926 108,777,734
Accumulated deficit............................... (11,320,253) (32,621,213) (65,070,047) (65,070,047)
Stockholders' notes receivable.................... -- (65,000) (565,000) (565,000)
Unearned compensation............................. -- -- (79,012) (79,012)
------------ ------------ ------------- -------------
Total stockholders' equity.................... 3,259,428 10,522,119 11,089,022 43,089,022
------------ ------------ ------------- -------------
Total liabilities and stockholders' equity.... $ 4,996,670 $ 16,236,083 $ 23,302,255 $ 55,302,255
------------ ------------ ------------- -------------
------------ ------------ ------------- -------------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-3
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
JULY 1, 1995
(INCEPTION) NINE MONTHS ENDED
TO YEAR ENDED DECEMBER 31, SEPTEMBER 30,
DECEMBER 31, --------------------------- ----------------------------
1995 1996 1997 1997 1998
------------ ----------- ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues..................................... $ -- $ 732,045 $ 6,018,696 $ 3,661,850 $ 9,125,692
------------ ----------- ------------ ------------ ------------
Operating expenses:
Production, content and product............ 629,041 4,521,410 7,606,355 5,156,952 10,407,508
Sales and marketing........................ 329,213 2,708,779 8,770,581 5,399,027 19,930,698
General and administrative................. 672,572 3,212,820 10,726,844 7,409,857 11,856,625
------------ ----------- ------------ ------------ ------------
Total operating expenses................. 1,630,826 10,443,009 27,103,780 17,965,836 42,194,831
------------ ----------- ------------ ------------ ------------

Loss from operations......................... (1,630,826) (9,710,964) (21,085,084) (14,303,986) (33,069,139)

Interest (expense) income, net............... (6,745) 28,282 (215,876) (205,426) 418,608
Loss on sale of Web site..................... -- -- -- -- (164,558)
Minority interest............................ -- -- -- -- 366,255
------------ ----------- ------------ ------------ ------------
Net loss..................................... $(1,637,571) $(9,682,682) $(21,300,960) $(14,509,412) $(32,448,834)
------------ ----------- ------------ ------------ ------------
------------ ----------- ------------ ------------ ------------
Basic and diluted net loss per share......... $ (0.50) $ (2.97) $ (4.55) $ (3.28) $ (5.21)
------------ ----------- ------------ ------------ ------------
------------ ----------- ------------ ------------ ------------
Weighted average shares of common stock
outstanding used in computing basic and
diluted net loss per share................. 3,250,005 3,262,060 4,682,872 4,421,250 6,232,500
------------ ----------- ------------ ------------ ------------
------------ ----------- ------------ ------------ ------------
Pro forma basic and diluted net loss per
share...................................... $ (0.88) $ (0.64)
------------ ------------
------------ ------------
Shares of common stock used in computing pro
forma basic and diluted net loss per
share...................................... 24,307,540 50,506,297
------------ ------------
------------ ------------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
CONVERTIBLE CONVERTIBLE CONVERTIBLE CONVERTIBLE
PREFERRED STOCK PREFERRED STOCK PREFERRED STOCK PREFERRED STOCK
SERIES A SERIES B AND B-1 SERIES C SERIES D COMMON STOCK
----------------- ----------------- ------------------ ------------------ -----------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
--------- ------ --------- ------ ---------- ------ ---------- ------ --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at July 1, 1995
(inception)
Issuance of common stock to
founders..................... 3,250,005 $1,625
Issuance of Series A
convertible preferred
stock........................ 1,000,000 $500
Issuance of warrants in
connection with interest on
convertible notes............
Net loss......................
--------- ---- --------- ------ ---------- ------ ---------- ------ --------- ------
Balance at December 31,
1995......................... 1,000,000 500 3,250,005 1,625
Issuance of warrants in
connection with interest on
convertible notes............
Issuance of common stock in
connection with
acquisition.................. 200,000 100
Issuance of Series B and
Series B-1 convertible
preferred stock.............. 4,777,746 $2,389
Issuance of stock options to
consultants and directors....
Issuance of warrants to AOL
for channel
services.....................
Net loss......................
--------- ---- --------- ------ ---------- ------ ---------- ------ --------- ------
Balance at December 31,
1996......................... 1,000,000 500 4,777,746 2,389 3,450,005 1,725
Issuance of common stock in
connection with exercise of
stock options................ 100,000 50
Notes receivable due from
stockholders in connection
with exercise of options.....
Issuance of Series C
convertible preferred
stock........................ 13,193,445 $6,597
Issuance of warrants in
connection with interest on
convertible notes............
Issuance of common stock and
options in connection with
business acquisitions........ 1,909,200 955
Issuance of stock options to
consultants and directors....
Net loss......................
--------- ---- --------- ------ ---------- ------ ---------- ------ --------- ------
Balance at December 31,
1997......................... 1,000,000 500 4,777,746 2,389 13,193,445 6,597 5,459,205 2,730
Issuance of common stock for
cash (unaudited)............. 852,951 426
Issuance of Series D
convertible preferred stock
(unaudited).................. 13,000,000 6,500
Issuance of stock options to
consultants and directors
(unaudited)..................
Issuance of common stock in
connection with exercise of
stock options (unaudited).... 25,000 13
Issuance of stock options in
connection with business
transactions (unaudited).....
Officer's loan receivable
(unaudited)..................
Net loss (unaudited)..........
--------- ---- --------- ------ ---------- ------ ---------- ------ --------- ------
Balance at September 30, 1998
(unaudited).................. 1,000,000 $500 4,777,746 $2,389 13,193,445 $6,597 13,000,000 $6,500 6,337,156 $3,169
--------- ---- --------- ------ ---------- ------ ---------- ------ --------- ------
--------- ---- --------- ------ ---------- ------ ---------- ------ --------- ------

ADDITIONAL STOCKHOLDERS'
PAID IN NOTES UNEARNED ACCUMULATED
CAPITAL RECEIVABLE COMPENSATION DEFICIT TOTAL
----------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance at July 1, 1995
(inception)
Issuance of common stock to
founders..................... $ 1,625
Issuance of Series A
convertible preferred
stock........................ $ 999,500 1,000,000
Issuance of warrants in
connection with interest on
convertible notes............ 6,745 6,745
Net loss...................... $ (1,637,571) (1,637,571)
----------- --------- -------- ------------ ------------
Balance at December 31,
1995......................... 1,006,245 (1,637,571) (629,201)
Issuance of warrants in
connection with interest on
convertible notes............ 30,101 30,101
Issuance of common stock in
connection with
acquisition.................. 499,900 500,000
Issuance of Series B and
Series B-1 convertible
preferred stock.............. 11,941,976 11,944,365
Issuance of stock options to
consultants and directors.... 62,007 62,007
Issuance of warrants to AOL
for channel
services..................... 1,034,838 1,034,838
Net loss...................... (9,682,682) (9,682,682)
----------- --------- -------- ------------ ------------
Balance at December 31,
1996......................... 14,575,067 (11,320,253) 3,259,428
Issuance of common stock in
connection with exercise of
stock options................ 99,950 100,000
Notes receivable due from
stockholders in connection
with exercise of options..... $ (65,000) (65,000)
Issuance of Series C
convertible preferred
stock........................ 24,823,398 24,829,995
Issuance of warrants in
connection with interest on
convertible notes............ 334,339 334,339
Issuance of common stock and
options in connection with
business acquisitions........ 3,297,967 3,298,922
Issuance of stock options to
consultants and directors.... 65,395 65,395
Net loss...................... (21,300,960) (21,300,960)
----------- --------- -------- ------------ ------------
Balance at December 31,
1997......................... 43,196,116 (65,000) (32,621,213) 10,522,119
Issuance of common stock for
cash (unaudited)............. 1,666,240 1,666,666
Issuance of Series D
convertible preferred stock
(unaudited).................. 31,481,978 31,488,478
Issuance of stock options to
consultants and directors
(unaudited).................. 119,306 $(79,012) 40,294
Issuance of common stock in
connection with exercise of
stock options (unaudited).... 42,487 42,500
Issuance of stock options in
connection with business
transactions (unaudited)..... 277,799 277,799
Officer's loan receivable
(unaudited).................. (500,000) (500,000)
Net loss (unaudited).......... (32,448,834) (32,448,834)
----------- --------- -------- ------------ ------------
Balance at September 30, 1998
(unaudited).................. $76,783,926 $(565,000) $(79,012) $(65,070,047) $(11,089,022)
----------- --------- -------- ------------ ------------
----------- --------- -------- ------------ ------------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
JULY 1, 1995
(INCEPTION) YEAR ENDED NINE MONTHS ENDED
TO DECEMBER 31, SEPTEMBER 30,
DECEMBER 31, ---------------------------- ----------------------------
1995 1996 1997 1997 1998
------------ ------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss............................. $(1,637,571) $ (9,682,682) $(21,300,960) $(14,509,412) $(32,448,834)
Adjustments to reconcile net loss to
net cash used in operating
activities:
Expense recognized in connection
with issuance of warrants and
stock options.................. 6,745 92,108 1,434,572 1,409,209 218,093
Depreciation and amortization.... 17,252 108,956 2,886,256 2,230,798 4,044,309
Bad debt expense................. -- -- 746,589 550,000 455,000
Loss on sale..................... -- -- -- -- 164,558
Minority interest................ -- -- -- -- (366,255)
Changes in operating assets and
liabilities:
Accounts receivable............ -- (528,968) (2,410,489) (1,140,706) (1,097,896)
Other current assets........... (26,900) (71,787) (194,781) (91,971) (337,523)
Accounts payable and accrued
expenses..................... 255,616 1,034,070 2,609,437 175,480 3,459,616
Deferred revenue............... -- 294,998 709,201 146,395 1,475,578
Other liabilities.............. -- 64,236 268,295 105,302 (5,949)
------------ ------------ ------------ ------------ ------------
Net cash used in operating
activities................. (1,384,858) (8,689,069) (15,251,880) (11,124,905) (24,439,303)
------------ ------------ ------------ ------------ ------------

Cash flows from investing activities:
Purchase of fixed assets............. (103,511) (665,148) (4,001,052) (3,822,055) (3,753,413)
Acquisitions of Web sites............ -- -- (2,865,000) (2,825,000) (520,000)
Proceeds from the sale of Web site... -- -- -- -- 600,000
------------ ------------ ------------ ------------ ------------
Net cash used in investing
activities................. (103,511) (665,148) (6,866,052) (6,647,055) (3,673,413)
------------ ------------ ------------ ------------ ------------

Cash flows from financing activities:
Proceeds from convertible notes
payable............................ 1,150,000 1,800,000 3,775,000 3,775,000 --
Proceeds from issuance of common
stock.............................. -- -- 37,500 37,500 1,709,166
Proceeds from issuance of convertible
preferred stock, net............... 500,000 9,494,365 21,054,995 17,582,987 31,488,480
Principal payments on capital
leases............................. -- -- (516,621) (384,405) (152,081)
Stockholders' notes receivable....... -- -- -- -- (500,000)
------------ ------------ ------------ ------------ ------------
Net cash provided by
financing activities....... 1,650,000 11,294,365 24,350,874 21,011,082 32,545,565
------------ ------------ ------------ ------------ ------------
Net increase in cash for the period.... 161,631 1,940,148 2,232,942 3,239,122 4,432,849
Cash, beginning of period.............. -- 161,631 2,101,779 2,101,779 4,334,721
------------ ------------ ------------ ------------ ------------
Cash, end of period.................... $ 161,631 $ 2,101,779 $ 4,334,721 $ 5,340,901 $ 8,767,570
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------
Cash paid during the period for
interest............................. $ -- $ -- $ 66,223 $ 51,668 $ 30,374
------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------

</TABLE>

Supplemental disclosure of non-cash investing and financing activities:

During 1995, 1996 and 1997, certain convertible notes were converted into
preferred stock (see Note 8)

During December 1996, the Company acquired ParentsPlace.com in exchange for
the issuance of common stock (see Note 5)

During 1997, the Company entered in capital leases for computer equipment
totaling $1,015,460

During 1997, the Company acquired several Web site assets through the
issuance of stock (see Note 5)

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION:

iVillage Inc. was incorporated in the State of Delaware on June 8, 1995 and
commenced operations on July 1, 1995. iVillage and its subsidiaries ("iVillage"
or the "Company") is engaged in the development of programming material for
distribution through online service providers and the Internet and is involved
in the sale of products through its Web sites. The Company has sustained net
losses and negative cash flows from operations since its inception. The
Company's ability to meet its obligations in the ordinary course of business is
dependent upon its ability to establish profitable operations or raise
additional financing through public or private equity financings, collaborative
or other arrangements with corporate sources, or other sources of financing to
fund operations. During 1998, the Company has received additional financing of
approximately $65.2 million through the issuance of Common Stock, Series D and
Series E Convertible Preferred Stock (unaudited). Management believes that its
current funds will be sufficient to enable the Company to meet its planned
expenditures through at least December 31, 1998. If anticipated operating
results are not achieved, management has the intent and believes it has the
ability to delay or reduce expenditures so as not to require additional
financial resources, if such resources were not available on terms acceptable to
the Company.

The Company has a limited operating history and its prospects are subject
to the risks, expenses and uncertainties frequently encountered by companies in
the new and rapidly evolving markets for Internet products and services. These
risks include the failure to develop and extend the Company's online service
brands, the rejection of the Company's services by Web consumers, vendors and/or
advertisers, the inability of the Company to maintain and increase the levels of
traffic on its online services, as well as other risks and uncertainties. In the
event that the Company does not successfully implement its business plan,
certain assets may not be recoverable.

2. SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES:

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its subsidiaries. Intercompany balances and transactions have been
eliminated.

REVENUE RECOGNITION

To date, the Company's revenues have been derived primarily from the sale
of sponsorship and advertising contracts. Sponsorship revenues are derived
principally from contracts ranging from six to thirty-six months in which the
Company commits to provide sponsors enhanced promotional opportunities beyond
traditional banner advertising. Sponsorship agreements typically include the
delivery of impressions, exclusive relationships and the design and development
of customized bridge sites designed to enhance the promotional objective of the
sponsor. The portion of sponsorship revenues related to the delivery of
impressions are recognized ratably in the period in which the advertisement is
displayed provided that no significant Company obligations remain. To the extent
that minimum guaranteed page deliveries are not met, the Company defers
recognition of the corresponding revenues until the guaranteed page deliveries
are achieved. The portion of sponsorship revenues related to the up front
customized design work, as specified in the contract, is recognized in the
period in which the work is performed.

Advertising revenues are derived principally from short-term advertising
contracts in which the Company typically guarantees a minimum number of
impressions or pages to be delivered to users over a specified period of time
for a fixed fee. Advertising revenues are recognized ratably in the period in
which the advertisement is displayed, provided that no significant Company
obligations remain. To the extent that minimum guaranteed page deliveries are
not met, the Company defers recognition of the corresponding revenues until the
guaranteed page deliveries are achieved. Sponsorship and advertising revenues
were approximately 74% and 93% of total revenues for the years ended
December 31, 1996 and 1997, respectively.

F-7
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Sponsorship and advertising revenues include barter revenues, which is the
exchange by the Company of advertising space on the Company's Web sites for
reciprocal advertising space or traffic on other Web sites. Revenues from these
barter transactions are recorded as advertising revenues at the lower of the
estimated fair value of the advertisements received or delivered and are
recognized when the advertisements are run on the Company's Web sites. Barter
expenses are recorded when the Company's advertisements are run on the
reciprocal Web sites, which is typically in the same period as when
advertisements are run on the Company's Web sites. Barter revenues represented
1% and 12% of total revenues for the years ended December 31, 1996 and 1997,
respectively.

Usage revenues received from America Online, Inc. ("AOL"), which totaled
approximately $187,000 and $390,000 for the years ended December 31, 1996 and
1997, are derived from AOL customers visiting the Company's site on the AOL
online service and are recognized as they are earned (based upon visitations to
the site). As discussed in Note 4, the Company signed a new agreement with AOL
during 1997 which eliminated future usage revenues.

In 1996, no one advertiser accounted for greater than 10% of total
revenues. In 1997, revenues from the Company's five largest advertisers
accounted for approximately 26% of total revenues, however, no one advertiser
accounted for greater than 10% of total revenues. At December 31, 1996, four
customers each represented greater than 10% of the net accounts receivable
balance. At December 31, 1997, one customer accounted for approximately 31% of
the net accounts receivable balance.

ONLINE PRODUCT SALES (UNAUDITED)

As discussed in Note 11, in April 1998, the Company acquired a majority
interest in a subsidiary, iBaby, an online distributor of children's products.
The Company recognizes revenue from product sales, net of any discounts, when
products are shipped to customers and the collection of the receivable is
probable. Outbound shipping and handling charges are included in sales. The
Company provides an allowance for sales returns, which have not been
significant, based on historical experience. Total revenues of iBaby were
approximately $1,445,439 for the period April 1998 (date of acquisition) through
September 30, 1998.

FIXED ASSETS

Depreciation of equipment, furniture and fixtures, and purchased computer
software is provided for by the straight-line method over their estimated useful
lives ranging from three to five years. Amortization of leasehold improvements
is provided for over the lesser of the term of the related lease or the
estimated useful life of the improvement. The cost of additions and betterments
is capitalized, and repairs and maintenance costs are charged to operations in
the periods incurred. Depreciation and amortization expense has been included in
general and administrative expense.

GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets consist of trademarks and the remaining
excess purchase price paid over identified intangible and tangible net assets of
acquired companies. Goodwill and intangible assets are amortized using the
straight-line method over the period of expected benefit, generally between
three and five years. The Company assesses the recoverability of its goodwill
and intangible assets by determining whether the amortization of the unamortized
balance over its remaining life can be recovered through forecasted cash flows.
If undiscounted forecasted cash flows indicate that the unamortized amounts will
not be recovered, an adjustment will be made to reduce the net amounts to an
amount consistent with forecasted future cash flows discounted at the Company's
incremental borrowing rate. Cash flow forecasts are based on trends of
historical performance and management's estimate of future performance, giving
consideration to existing and anticipated competitive and economic conditions.
Amortization expense of goodwill and intangible assets for the year ended
December 31, 1997 was approximately $1,100,000.

F-8
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

INCOME TAXES

The Company recognizes deferred taxes by the asset and liability method of
accounting for income taxes. Under the asset and liability method, deferred
income taxes are recognized for differences between the financial statement and
tax basis of assets and liabilities at enacted statutory tax rates in effect for
the years in which the differences are expected to reverse. The effect on
deferred taxes of a change in tax rates is recognized in income in the period
that includes the enactment date. In addition, valuation allowances are
established when necessary to reduce deferred tax assets to the amounts expected
to be realized.

CASH

Cash includes money market accounts and all highly liquid investments
purchased with original maturities of three months or less. The Company
maintains its cash balances in a highly rated financial institution.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of the Company's financial instruments, including
cash, accounts receivable, accounts payable and accrued liabilities, approximate
fair value because of their short maturities. The carrying amount of the
Company's capital lease and other equipment financing obligations approximates
the fair value of such instruments based upon management's best estimate of
interest rates that would be available to the Company for similar debt
obligations at December 31, 1997.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates. Significant
estimates made by the Company include the useful lives and recoverability of
fixed assets and capitalized software, goodwill and deferred tax assets.

NET LOSS PER SHARE

In 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share" ("SFAS
No. 128"). SFAS No. 128 replaced primary and fully diluted earnings per share
with basic and diluted earnings per share. Unlike primary earnings per share,
basic earnings per share excludes any dilutive effects of options, warrants and
convertible securities. Basic earnings per share is computed using the
weighted-average number of common shares outstanding during the period. Diluted
earnings per share is computed using the weighted-average number of common and
common stock equivalent shares outstanding during the period. Common equivalent
shares are excluded from the computation if their effect is antidilutive. The
pro forma net loss per share is computed by dividing the net loss by the sum of
the weighted average number of shares of common stock outstanding and the shares
resulting from the assumed conversion of all outstanding shares of Convertible
Preferred Stock.

COMPREHENSIVE INCOME

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income" ("SFAS No. 130"). This statement requires companies to classify items of
other comprehensive income by their nature in the financial statements and
display the accumulated balance of other comprehensive income separately from
retained earnings and additional paid-in capital in the equity section of a
statement of financial position. SFAS No. 130 is effective for financial
statements issued for fiscal years beginning after December 15, 1997. The
Company adopted SFAS No. 130 in the first quarter of 1998.

F-9
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

INTERIM FINANCIAL STATEMENTS (UNAUDITED)

The financial statements as of September 30, 1998 and for the nine months
ended September 30, 1997 and 1998 are unaudited but have been prepared in
accordance with generally accepted accounting principles for interim financial
statements and the rules of the Securities and Exchange Commission and do not
include all disclosures required by Generally Accepted Accounting Principles for
annual financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) necessary for a fair presentation
have been included. The results of operations of any interim period are not
necessarily indicative of the results of operations for the full year.

PRO FORMA INFORMATION (UNAUDITED)

The pro forma balance sheet as of September 30, 1998 reflects the
issuance/conversion of the following equity securities into an aggregate of
44,355,615 shares of Common Stock:

(i) 1,000,000 shares of Series A Convertible Preferred Stock;

(ii) 4,777,746 shares of Series B and B-1 Convertible Preferred Stock;

(iii) 13,193,445 shares of Series C Convertible Preferred Stock;

(iv) 13,000,000 shares of Series D Convertible Preferred Stock;

(v) The issuance of 653,476 shares of Common Stock to holders of Series B
Convertible Preferred Stock resulting from anti-dilution protection;
and

(vi) The issuance for net proceeds of $32.0 million and subsequent
conversion of 11,730,948 shares of Series E Convertible Preferred
Stock.

Excludes (a) such number of shares to be negotiated between the Company and
iBaby prior to this offering that may be issuable in connection with the
acquisition of the minority interest in iBaby and (b) 3,684,210 shares issuable
to National Broadcasting Company, Inc. ("NBC") over the next three years
pursuant to the Company's agreement with NBC, plus an option granted to NBC to
purchase additional shares and (c) 2,500,000 shares issuable in connection with
the acquisition of Knowledgeweb, Inc. d/b/a/ Astrology.Net and 450,000 shares
issuable in conjunction with employment agreements with certain stockholders of
Knowledgeweb, Inc.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information" ("SFAS No. 131"), which established
standards for reporting information about operating segments in annual financial
statements. It also establishes standards for related disclosures about products
and services, geographic areas and major customers. SFAS No. 131 will be adopted
by the Company at December 31, 1998. The Company does not expect the adoption of
SFAS No. 131 to have an impact on the Company's results of operations, financial
position or cash flows.

In February 1998, FASB issued SFAS No. 132, "Employees' Disclosures about
Pension and Other Postretirement Benefits" ("SFAS No. 132"), which revises
employers' disclosures about pension and other postretirement benefit plans.
SFAS No. 132 does not change the measurement or recognition of those plans. SFAS
No. 132 is effective for fiscal years beginning after December 15, 1997. The
Company does not expect the adoption of SFAS No. 132 to have an impact on the
Company's results of operations, financial position or cash flows.

In March 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for the Cost of
Computer Software Developed or Obtained for Internal Use" ("SOP 98-1").
SOP 98-1 is effective for financial statements for years beginning after
December 15, 1998. SOP 98-1 provides guidance over accounting for computer
software developed or obtained for internal use including the requirement to
capitalize specified costs and amortization of such costs. The Company does not
expect the adoption of this standard to have a material effect on the Company's
capitalization policy.

F-10
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

In April 1998, AICPA issued SOP 98-5, "Reporting on the Costs of Start-up
Activities" ("SOP 98-5"). SOP 98-5, which is effective for fiscal years
beginning after December 15, 1998, provides guidance on the financial reporting
of start-up costs and organization costs. It requires costs of start up
activities and organization costs to be expensed as incurred. As the Company has
expensed these costs historically, the adoption of this standard is not expected
to have a significant impact on the Company's results of operations, financial
position or cash flows.

In June 1998, FASB issued SFAS No. 133, "Accounting for Derivatives and
Hedging Activities" ("SFAS 133"), which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, (collectively referred to as derivatives) and for
hedging activities. SFAS No. 133 is effective for all fiscal quarters of fiscal
years beginning after June 15, 1999. The Company does not expect the adoption of
this statement to have a significant impact on the Company's results of
operations, financial position or cash flows.

3. FIXED ASSETS:

Fixed assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
---------------------------- -------------
1996 1997 1998
------------ -------------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Computer equipment....................................... $ 329,146 $ 2,579,083 $ 5,284,727
Capitalized software..................................... 150,000 2,295,138 2,493,707
Furniture and fixtures................................... 89,138 283,024 957,864
Leasehold improvements................................... 218,785 462,262 636,622
------------ -------------- -----------
787,069 5,619,507 9,372,920
Less, accumulated depreciation and amortization........ (126,238) (1,816,684) (3,697,231)
------------ -------------- -----------
$ 660,831 $ 3,802,823 $ 5,675,689
------------ -------------- -----------
------------ -------------- -----------
</TABLE>

Depreciation and amortization of fixed assets was approximately $17,000,
$109,000 and $1,780,000 for the periods ended December 31, 1995, 1996 and 1997,
respectively.

4. RELATED-PARTY TRANSACTIONS:

In September 1995, the Company entered into an information provider
agreement with AOL, a holder of different classes of iVillage stock, whereby AOL
had agreed to carry the Company's programming material on the AOL service for a
period of one year. As a result of this agreement, AOL received a percentage, as
defined, of the Company's revenue and paid the Company a usage fee based upon
hours of viewership of the iVillage site on the AOL network.

In May 1996, the Company entered into an information provider agreement
with AOL whereby AOL agreed to carry up to four additional Company channels for
a period of two years. In return, the Company issued to AOL 800,000 warrants
convertible into Series B Convertible Preferred Stock at an exercise price of
$2.50 per warrant. These warrants were valued at approximately $1.29 per share.
The cost of the warrants was to be expensed over the life of each channel,
however, the agreement was canceled in 1997; as a result the Company expensed
the unamortized cost of these warrants ($1,034,838) in 1997. These warrants were
recorded as prepaid distribution costs at December 31, 1996.

In July 1997, the Company entered into an interactive services agreement
with AOL (the "AOL Agreement"), whereby the Company has received anchor tenant
distribution within the AOL service. This agreement superseded any prior
agreements between the Company and AOL. The AOL Agreement expires February 28,
1999, however both parties have a right to extend the agreement. In
consideration for AOL carrying certain channels of the Company, the Company
receiving guaranteed

F-11
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

impressions of at least 84,721,000 per year and other services, the Company is
obligated to pay AOL monthly payments of approximately $229,000 until
September 1, 1998 and approximately $201,000 thereafter until February 28, 1999,
make certain additional payments based on revenues and provide $2,334,000 of
in-kind commitments to AOL. The Company estimates that a significant portion of
its traffic is derived from AOL and if the financial condition and operations of
AOL were to deteriorate below critical levels, or if the traffic to the
Company's site generated by AOL were to substantially decrease, the Company's
advertising revenues could be adversely affected. At December 31, 1997, the
Company owed AOL approximately $947,000 in connection with the AOL Agreement and
other expenses.

During 1997, the Company has also sold banner advertisements to one of its
investors generating revenues of approximately $19,000. As of December 31, 1997,
the Company was due approximately $16,000 from this investor.

5. ACQUISITIONS:

On December 9, 1996, the Company acquired all of the outstanding stock of
ParentsPlace.com, an Internet content provider, in exchange for 200,000 shares
of the Company's common stock valued at $500,000, or $2.50 per share. The cost
of the acquisition was allocated to the assets and liabilities assumed based
upon their estimated fair values as follows:

<TABLE>
<S> <C>
Working capital.................................................................. $ (77,323)
Equipment........................................................................ 19,726
Goodwill......................................................................... 557,597
-----------
$ 500,000
-----------
-----------
</TABLE>

In May 1997, the Company completed the acquisition of Health
ResponseAbility Systems, Inc. ("HRS"), an Internet content provider, in exchange
for $2,600,000 in cash, 1,300,200 shares of the Company's common stock valued
$2,210,340, or $1.70 per share, and cash amounts contingent on future
performance levels of HRS and the Company. In addition, the Company issued to
AOL 609,000 shares of common stock in exchange for the release of all equity
rights in HRS held by AOL valued at $1,035,300.

The cost of the acquisition was allocated to the assets acquired and
liabilities assumed based upon their estimated fair values as follows:

<TABLE>
<S> <C>
Working capital................................................................ $ (159,991)
Equipment and other assets..................................................... 50,300
Goodwill....................................................................... 5,955,331
-------------
$ 5,845,640
-------------
-------------
</TABLE>

In January 1998, the Company agreed to pay $1,560,000 to the prior owners
of HRS in settlement of the cash amounts contingent on future performance
levels, as stipulated in the agreement for the acquisition of HRS, but not later
than January 15, 1999. This amount was recorded as additional goodwill to be
amortized over the remaining period of expected benefit.

The following unaudited pro forma summary presents consolidated results of
operations for the Company as if the acquisition of HRS had been consummated on
January 1, 1996 and 1997. The acquisition of ParentsPlace.com would not have had
a significant impact on the pro forma information. The pro forma information
does not necessarily reflect the actual results that would have been achieved,
nor is it necessarily indicative of future consolidated results of the Company.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------
1996 1997
--------------- ---------------
<S> <C> <C>
Revenues............................................................. $ 1,674,226 $ 6,381,437
Net loss............................................................. $ (12,092,617) $ (22,910,945)
</TABLE>

F-12
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

In September 1997, the Company acquired substantially all of the assets of
StudentCenter LLC ("StudentCenter"), an Internet content provider, for $125,000
and the issuance of options to purchase 125,000 shares of common stock of the
Company at $1.70 per share. In addition, the Company was required to make
additional bonus payments, based on a percentage of net revenues, as defined and
based on the amount of StudentCenter page views. As discussed in Note 11, the
Company sold the assets of StudentCenter in 1998 as part of the sale of About
Work and paid $520,000 in connection with the bonus payments and the issuance of
options to purchase 100,000 shares of common stock of the Company at $1.70 a
share.

6. STOCK OPTION PLANS:

1995 Amended and Restated Employee Stock Option Plan

In 1995, the Company's Board of Directors and stockholders adopted the
Company's 1995 Amended and Restated Employee Stock Option Plan (the "ESOP"),
which was amended in May 1997. The ESOP provides for the granting, at the
discretion of the Stock Option Committee of the Board of Directors (the "SOC"),
of: (i) options that are intended to qualify as incentive stock options, within
the meaning of Section 422 of the Internal Revenue Code, as amended (the
"Code"), to employees and (ii) options not intended to so qualify to employees,
officers, consultants and directors. The total number of shares of common stock
for which options may be granted under the ESOP is 4,540,500.

The exercise price of all stock options granted under the ESOP is
determined by the SOC at the time of grant. The maximum term of each option
granted under the ESOP is 10 years from the date of grant. Options shall become
exercisable at such times and in such installments as the SOC shall provide in
the terms of each individual option.

1997 Amended and Restated Acquisition Stock Option Plan

In May 1997, the Company's Board of Directors and stockholders adopted the
Company's 1997 Amended and Restated Acquisition Stock Option Plan (the "ASOP").
The ASOP provides for the granting, at the discretion of the SOC of: (i) the
options that are intended to qualify as incentive stock options, within the
meaning of the Code to directors who are employees of the Company or any of its
subsidiaries, or as part of one or more of such acquisitions and (ii) options
not intended to so qualify to employees, officers, consultants and directors of
the Company, or as part of one or more of such acquisitions. The total number of
shares of common stock for which options may be granted under the ASOP is
825,180. In December 1998, the Board of Directors and stockholders of the
Company resolved to increase the number of shares reserved for issuance under
the Company's ASOP to 1,082,180 shares.

F-13
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The exercise price of all stock options granted under the ASOP shall be
determined by the SOC at the time of grant. The maximum term of each option
granted under the ASOP is 10 years from the date of grant. Options shall become
exercisable at such times and in such installments as the SOC shall provide in
the terms of each individual option.

In September 1997, the SOC adjusted the exercise price of all outstanding
options of the ESOP and ASOP from the original exercise price of $2.50 a share
to $1.70 a share, based on the then determined current fair market value of the
Company's common stock.

As of December 31, 1997, an aggregate of 1,731,354 shares were available
for future grants under the ESOP and the ASOP.

Changes in options outstanding, the fair value per option and weighted
average exercise price of stock option activity for the period from July 1, 1995
(inception) to December 31, 1995, the years ended December 31, 1996 and 1997 and
the nine months ended September 30, 1998 are as follows:

<TABLE>
<CAPTION>
WEIGHTED WEIGHTED
AVERAGE AVERAGE
FAIR VALUE EXERCISE PRICE
OPTIONS PER OPTION PER SHARE
----------- ---------- --------------
<S> <C> <C> <C>
Outstanding, July 1, 1995................................... -- $ -- $ --
Granted..................................................... 326,000 0.26 1.05
Exercised................................................... -- -- --
Canceled.................................................... -- -- --
----------- ------ ------
Outstanding, December 31, 1995.............................. 326,000 0.26 1.05
Granted..................................................... 762,146 0.70 1.55
Exercised................................................... -- -- --
Canceled.................................................... -- -- --
----------- ------ ------
Outstanding, December 31, 1996.............................. 1,088,146 0.57 1.40
Granted..................................................... 3,163,680 0.49 1.70
Exercised................................................... (100,000) 0.35 1.00
Canceled.................................................... (517,500) 0.51 1.28
----------- ------ ------
Outstanding, December 31, 1997.............................. 3,634,326 0.51 1.69
Granted (unaudited)......................................... 3,423,630 0.53 1.96
Exercised (unaudited)....................................... (25,000) 0.87 1.70
Canceled (unaudited)........................................ (1,436,680) 0.46 1.71
----------- ------ ------
Outstanding, September 30, 1998 (unaudited)................. 5,596,276 $ 0.54 $ 1.88
----------- ------ ------
----------- ------ ------
Options exercisable at December 31, 1995.................... -- $ -- $ --
Options exercisable at December 31, 1996.................... 106,500 $ 0.36 $ 1.21
Options exercisable at December 31, 1997.................... 339,750 $ 0.57 $ 1.64
Options exercisable at September 30, 1998 (unaudited)....... 1,589,676 $ 0.54 $ 1.72
</TABLE>

At December 31, 1997, the weighted average remaining contractual life of
the options outstanding was approximately 7.17 years.

STOCK-BASED COMPENSATION

The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock-Issued to Employees" and related interpretations in accounting for its
stock option issuances. The Company has adopted the disclosure-only provisions
of SFAS No. 123, "Accounting for Stock-Based Compensation". Had compensation
cost for the Company's stock options issued at the fair value of the Company's
stock been determined based on the fair value of the stock options at the grant
date for

F-14
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

awards in 1996 and 1997 consistent with the provisions of SFAS No. 123, the
Company's net loss would have been adjusted to the pro forma amounts indicated
below:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1996 1997
-------------- ---------------
<S> <C> <C>
Net loss as reported.................................................. $ (9,682,682) $ (21,300,960)
Net loss pro forma.................................................... $ (9,767,859) $ (21,624,031)
</TABLE>

The fair value of each option grant is estimated using the minimum value
method of the Black-Scholes option pricing model which assumes no volatility.
The values were obtained using assumptions which were arrived using information
supplied by the Company. Changes in the information would affect the assumptions
and the option prices derived from those assumptions. The weighted average
assumptions used for grants made in 1996 and 1997 are as follows:

<TABLE>
<CAPTION>
OPTIONS GRANTED DURING
THE
YEAR ENDED DECEMBER 31,
-------------------------
1996 1997
-------- --------
<S> <C> <C>
Risk-free interest rate................................................... 6.10% 6.22%
Expected option life...................................................... 5 years 5 years
Dividend yield............................................................ 0.0% 0.0%
</TABLE>

In 1997, in connection with the exercise of options by former employees,
the Company accepted two promissory notes, with recourse, from the former
employees to cover the costs to exercise the options.

7. COMMITMENTS:

LEASES:

The Company leases office space in New York, under non-cancelable operating
leases expiring at various dates through August 2000. The following is a
schedule of future minimum lease payments under non-cancelable operating leases
as of December 31, 1997:

<TABLE>
<CAPTION>
Year ending December 31: 1997
- --------------------------------------------------------------------------------- -----------
<S> <C>
1998............................................................................. $ 415,180
1999............................................................................. 263,138
2000............................................................................. 111,223
2001............................................................................. --
-----------
$ 789,541
-----------
-----------
</TABLE>

Rent expense was approximately $37,000, $149,000 and $486,000 for the
periods ended December 31, 1995, 1996 and 1997, respectively. In 1998, the
Company entered into a lease agreement for additional office space in New York.

F-15
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

At December 31, 1997, minimum future lease payments due under capital
leases for computer equipment are as follows:

<TABLE>
<CAPTION>
Period ending December 31, 1997
- --------------------------------------------------------------------------------- -----------
<S> <C>
1998............................................................................. $ 288,412
1999............................................................................. 144,204
-----------
Total minimum lease payments..................................................... 432,616
Less: amount representing interest............................................... 45,327
-----------
Net minimum lease payments....................................................... 387,289
Less: current portion............................................................ 247,943
-----------
Long-term portion................................................................ $ 139,346
-----------
-----------
</TABLE>

Accumulated amortization on assets accounted for as capital leases amounted
to approximately $301,000 as of December 31, 1997.

8. CONVERTIBLE NOTES

In August 1995, the Company entered into a promissory note agreement with
AOL whereby the Company received $500,000. This note was converted into shares
of Series A Convertible Preferred Stock ("Series A") in September 1995.

In September 1995, the Company entered into a promissory note agreement
with AOL whereby the Company received $650,000 in 1995 and an additional
$1,100,000 in 1996. In connection with this note, the Company issued warrants to
purchase 52,100 shares of Series B Convertible Preferred Stock ("Series B") at
$2.50 a share which resulted in an interest expense of $6,745 in 1995 and
$30,101 in 1996.

In 1996, the Company entered into promissory note agreements with AOL and
certain other investors whereby the Company received $1,800,000 inclusive of the
$1,100,000 received from AOL as described above. These notes, as well as the
$650,000 discussed above that was received in 1995, were converted into 980,000
shares of Series B.

In 1997, the Company entered into promissory note agreements with AOL and
certain other investors whereby the Company received $3,775,000. In connection
with these notes, the Company issued 335,313 warrants to purchase shares at
$1.954 per share, which resulted in an interest charge of $334,339 in 1997. In
1997, these notes were converted into approximately 1.93 million shares of
Series C Convertible Preferred Stock ("Series C").

9. CAPITAL STOCK

COMMON STOCK

At December 31, 1997, the authorized capital stock of the Company consists
of 35,000,000 shares of common stock, $0.0005 par value per share, and
25,000,000 shares of preferred stock, $0.0005 par value per share. The Board of
Directors (the "Board") of the Company has the authority to issue preferred
stock in series with rights and privileges determined by the Board. Upon
formation of the Company, 3,250,005 shares of $.0005 par value common stock were
issued to the founders.

PREFERRED STOCK

In September 1995, the Company issued 1,000,000 shares of Series A through
a private placement, in consideration for net proceeds of approximately
$1,000,000, inclusive of the conversion of a $500,000 convertible note payable.

F-16
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

In May 1996, the Company issued 4,777,746 shares of Series B and
Series B-1 Convertible Preferred Stock ("Series B-1") through a private
placement in exchange for net proceeds of approximately $11,944,000 million,
inclusive of the conversion of convertible notes payable in the amount of
$2,450,000. The holder of Series B-1 has the same rights as the Series B
holders, however, the Series B-1 holder does not have voting rights.

In May 1997, the Company issued 11,003,067 shares of Series C through a
private placement in exchange for net proceeds of approximately $20,550,000,
inclusive of the conversion of convertible notes payable in the amount of
approximately $2,975,000. In connection with the issuance of Series C, the
Company will issue additional shares of common stock to Series B holders that
had anti-dilution provisions, upon the conversion to common stock. The Company
also issued 90,583 warrants to purchase shares of common stock at $.01 a share
to the Company's placement agent in consideration for services provided in
connection with the private placement.

In December 1997, the Company issued an additional 2,190,378 shares of
Series C through a private placement in exchange for net proceeds of
approximately $4,280,000, inclusive of the conversion of an $800,000 convertible
note payable.

The holders of convertible preferred stock are entitled to receive
noncumulative dividends when and if declared by the Board. These dividends are
in preference to any declaration or payment of any dividend on the common stock
of the Company.

In the event of liquidation, the holders of convertible preferred stock
have a liquidation preference over holders of common stock, with holders of
Series C and D having preference to Series A and B holders. Such preference is
equal to the original cost of the respective class of preferred stock, plus any
declared or unpaid dividends.

All classes of convertible preferred stock are convertible into common
stock at prices and at times subject to the provisions set forth in the
Company's restated Certificate of Incorporation. In the event of a public
offering of the Company's shares with gross proceeds and an offering price as
defined, the convertible preferred stock will be automatically converted into
common stock at the conversion rates as stated in the Company's restated
Certificate of Incorporation. Convertible preferred stockholders maintain voting
rights equivalent to the number of shares of common stock on an as if converted
basis.

As discussed in Note 4, Note 8 and above, as of December 31, 1997, the
Company has 1,277,996 warrants outstanding with a weighted average exercise
price of $2.18.

10. INCOME TAXES:

The components of the net deferred tax asset as of December 31, 1996 and
1997 consists of the following:

<TABLE>
<CAPTION>
1996 1997
-------------- ---------------
<S> <C> <C>
Operating loss carryforward........................................... $ 4,959,115 $ 13,940,842
Depreciation and amortization......................................... 8,276 (50,508)
-------------- ---------------
Net deferred tax asset.................................... 4,967,391 13,890,334
Less Valuation allowance.............................................. (4,967,391) (13,890,334)
-------------- ---------------
Deferred tax asset........................................ $ 0 $ 0
-------------- ---------------
-------------- ---------------
</TABLE>

The difference between the Company's U.S. federal statutory rate of 35%, as
well as its state and local rate, net of a federal benefit, of 10%, when
compared to the effective rate is principally comprised of the valuation
allowance.

F-17
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

As of December 31, 1997, the Company has a net operating loss carryforward
for federal income tax purposes of approximately $26,480,000 which expires in
2012. The net deferred tax asset has been fully reserved due to the uncertainty
of the Company's ability to realize this asset in the future.

11. INTERIM FINANCIAL INFORMATION (UNAUDITED):

Stock Issuances

In February 1998, the Company issued 13,000,000 shares of newly issued
Series D Convertible Preferred Stock in exchange for net proceeds of
approximately $31,500,000.

In February 1998, the Company issued 852,951 shares of common stock, in
exchange for net proceeds of approximately $1,700,000.

Acquisition of iBaby

In April 1998, the Company entered into a joint venture agreement with
Ourbaby, LLC, a California limited liability company, to form iBaby, Inc., a
Delaware corporation ("iBaby"). The Company has purchased 1,000,000 shares of
iBaby (of the total 1,666,666 shares outstanding) for $1,350,000 and for the
delivery of certain promotional rights, including impressions on the iVillage
web site. The Company's equity ownership in iBaby may be altered due to various
provisions included in the joint venture agreement including: (i) conversion of
any convertible notes issued in connection with any bridge loan financing
provided to iBaby by the Company, (ii) the issuance of iBaby shares upon
exercise of stock options and grants of restricted stock, (iii) the Company's
failure to meet certain promotional obligations or (iv) the occurrence of an
initial public offering of the Company's stock or a merger, consolidation or
sale transaction ("call event" or "put event").

Since the formation of iBaby in April 1998, the accounts of iBaby have been
consolidated into the Company's financial statements, as the Company holds a
majority interest and control of iBaby.

In connection with the formation of iBaby, iBaby entered into an inventory
and services agreement with Kids Warehouse, the minority interest holder of
iBaby. The agreement, dated April 8, 1998, has a one-year term and provides for
Kids Warehouse to make available to iBaby at least $2,000,000 of inventory at
wholesale value, as defined, for iBaby to sell to customers. In addition, Kids
Warehouse is to stock and provide storage of iBaby inventory. In consideration
for such services, iBaby is to pay Kids Warehouse an inventory fee, as defined,
based on the cost of items sold by iBaby. This agreement is terminable at the
sole option of iBaby.

In connection with the joint venture agreement, the Company also entered
into a rights agreement with the minority stockholders which provides for
various rights including:

o The right and option by the Company, exercisable upon the occurrence of a
call or put event, to purchase all of the shares held by the minority
stockholders ("call option"); and

o The right and option by the minority stockholders, exercisable upon the
occurrence of a put event, to require the Company to purchase the shares
held by the minority stockholders ("put option").

The purchase price of the shares held by the minority stockholders is
defined in the agreement as the fair market value per share mutually agreed to
by all parties.

In 1998, the Board of Directors and stockholders of iBaby adopted the
iBaby, Inc. 1998 Stock Option Plan ("iBaby SOP"). The iBaby SOP provides for the
granting, at the discretion of the iBaby Stock Option Committee ("iBaby SOC")
of: (i) options that are intended to qualify as incentive stock options, within
the meaning of the Code to employees and (ii) options not intended to so qualify
to

F-18
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

employees, officers, consultants and directors. The total number of shares of
common stock for which options may be granted under the iBaby SOP is 294,118.

The exercise price of all stock options granted under the iBaby SOP is
determined by the iBaby SOC at the time of grant. The maximum term of each
option granted under the iBaby SOP is seven years from the date of grant.
Options shall become exercisable at such times and in such installments as the
iBaby SOC shall provide in the terms of each individual option.

Under the iBaby SOP, options to purchase 105,059 shares of Common Stock
were granted during the nine months ended September 30, 1998, with weighted
average exercise prices of $2.49. As of September 30, 1998, 189,059 shares
remain available for future grants.

Sale of About Work

In May 1998, the Company entered into a production and asset sale agreement
for one of its content channels, About Work, in exchange for net proceeds of
approximately $1,775,000, as adjusted. In connection with this sale, the Company
recorded a loss of approximately $165,000.

Officer's Loan Receivable

In June 1998, the Company accepted a non-recourse promissory note in the
principal amount of $500,000 (the "Note") from its chief executive officer
("CEO"). The Note is collateralized by 500,000 shares of the Company's common
stock which is held by the Company. Interest is payable annually on December 31
of each year, commencing December 31, 1998, at the rate of 5.58%. The
outstanding principal balance on the Note is payable on June 5, 2001. As of
September 30, 1998, the CEO has borrowed $500,000 under the note, which is
recorded as a stockholder note receivable and classified as a reduction of
equity.

12. SUBSEQUENT EVENTS (UNAUDITED):

(a) On November 11, 1998, the Company entered into an agreement with NBC
pursuant to which NBC will promote the Company's Web site,
iVillage.com, on television primarily during prime time programs, as
well as through its web sites. The terms of the NBC agreement provide
for the following:

i. NBC to provide the Company with the use of advertising spots having
an aggregate value of $3.5 million per annum over a three-year
period. For each $3.5 million of advertising spots the Company will
issue 1,228,070 shares of Series E Convertible Preferred Stock
("Series E") (or shares of Common Stock after this offering).

ii. NBC will have the option, exercisable at its sole discretion, to
provide the Company with additional spots having an aggregate
value of $5 million for each of the three years. Upon exercise of
NBC's option, the Company will issue shares of Series E (or shares
of Common Stock after this offering), subject to anti-dilution
protection, equal to the aggregate value of additional spots
divided by $4.15 in the first year, $5.15 in the second year and
$6.15 in the third year.

iii. NBC may terminate the agreement in the event that a change of
control of iVillage, as defined in the agreement, occurs involving
a television broadcast network entity or its affiliate that
directly competes with NBC.

F-19
<PAGE>

iVILLAGE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

more reliably measured, at the earlier of when the stock is provided to
NBC or either a performance commitment by NBC is reached or the
performance is complete. The amounts recorded prior to the receipt of
the advertising spots will be classified on the balance sheet as
deferred advertising costs with the offset to Series E (or common stock
after the offering) and additional paid in capital. As the advertising
spots are run, the Company will amortize the deferred advertising
costs.

(b) In December 1998, the Board of Directors and Stockholders of the
Company increased the number of authorized shares of Common Stock to
65,000,000 shares and authorized 12,280,702 shares of Series E.

(c) In December 1998, the Company issued 11,730,948 shares of Series E
through a private placement in exchange for net proceeds of
approximately $32,000,000. Holders of Series E have participating
preferred rights, the same conversion and dividend rights as well as
anti-dilution protection as those granted to all of the pre-existing
holders of the Company's Convertible Preferred Stock. Holders of
Series E have the same liquidation preference as the holders of
Series C and D.

(d) In December 1998, the Board of Directors and stockholders of the
Company, authorized the Company's management to file a registration
statement for an initial public offering of the Company's common stock.

(e) In December 1998, the Board of Directors and stockholders of the
Company opted to exercise the call option to acquire the minority
interest in iBaby, subject to the Company's plan to file a registration
statement for an initial public offering of the Company's common stock.
The Company is in the process of engaging an investment banker to
determine the fair market value of iBaby.

(f) On January 4, 1999, the Company signed a letter of intent to acquire
all of the outstanding capital stock of Knowledgeweb, Inc. d/b/a
Astrology.Net, an Internet content provider, in exchange for 2.5
million shares of the Company's Common Stock and $1 million in cash.

F-20
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of iVillage Inc. and Subsidiaries:

In our opinion, the accompanying balance sheets and the related statements of
operations, stockholder's (deficit) equity and cash flows present fairly, in all
material respects, the financial position of Health ResponseAbility Systems,
Inc. (the "Company") at December 31, 1995 and 1996, and the results of their
operations and their cash flows for each of the two years in the period ended
December 31, 1996, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.

/s/ PRICEWATERHOUSECOOPERS LLP

New York, New York
December 23, 1998

F-21
<PAGE>

HEALTH RESPONSEABILITY SYSTEMS, INC.
BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------- MAY 29,
1995 1996 1997
------------ ------------ ------------
(UNAUDITED)
ASSETS
<S> <C> <C> <C>
Current assets:
Cash.............................................................. $ 91,265 $ 188,696 $ 205,641
Certificates of deposit........................................... 100,000 108,621 --
Accounts receivable............................................... -- 119,854 9,299
Other current assets.............................................. -- 1,467 --
------------ ------------ ------------
Total current assets.......................................... 191,265 418,638 214,940
Fixed assets, net................................................. 35,092 22,806 48,044
Stockholder notes receivable...................................... 20,000 -- --
Other assets...................................................... 2,256 2,256 2,256
------------ ------------ ------------
Total assets.................................................. $ 248,613 $ 443,700 $ 265,240
------------ ------------ ------------
------------ ------------ ------------

LIABILITIES AND STOCKHOLDER'S (DEFICIT) EQUITY

Current liabilities:
Accounts payable and accrued expenses............................. $ 50,626 $ 74,863 $ 61,269
Employee retirement plan payable.................................. -- 71,000 --
Deferred revenue.................................................. 33,333 -- --
Accrued interest.................................................. 15,146 35,396 43,662
Note payable, less unamortized discount of $67,902, $13,580 and $0
(unaudited) in 1995, 1996 and 1997, respectively................ 202,098 256,420 270,000
------------ ------------ ------------
Total current liabilities..................................... 301,203 437,679 374,931
------------ ------------ ------------

Commitments

Stockholder's (deficit) equity:
Common stock, par value $.01, 10,000 shares authorized, 1,000
shares issued and outstanding................................... 10 10 10
Additional paid-in capital........................................ 108,643 108,643 108,643
Accumulated deficit............................................... (89,243) (30,632) (146,344)
Stockholder notes receivable...................................... (72,000) (72,000) (72,000)
------------ ------------ ------------
Total stockholder's (deficit) equity.......................... (52,590) 6,021 (109,691)
------------ ------------ ------------
Total liabilities and stockholder's (deficit) equity.......... $ 248,613 $ 443,700 $ 265,240
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-22
<PAGE>

HEALTH RESPONSEABILITY SYSTEMS, INC.
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31, PERIOD ENDED MAY 29,
---------------------- ----------------------------
1995 1996 1996 1997
--------- --------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues.............................................. $ 439,756 $ 942,181 $ 362,769 $ 362,741
--------- --------- ---------- ----------
Operating expenses:
Production and content.............................. 93,700 457,449 148,116 220,574
Sales and marketing................................. 5,581 48,589 10,681 7,955
General and administrative.......................... 388,382 322,255 87,269 234,519
--------- --------- ---------- ----------
Total operating expenses....................... 487,663 828,293 246,066 463,048
--------- --------- ---------- ----------
(Loss) income from operations......................... (47,907) 113,888 116,703 (100,307)
Interest expense, net................................. (52,205) (55,277) (17,492) (15,405)
--------- --------- ---------- ----------
Net (loss) income.............................. $(100,112) $ 58,611 $ 99,211 $ (115,712)
--------- --------- ---------- ----------
--------- --------- ---------- ----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-23
<PAGE>

HEALTH RESPONSEABILITY SYSTEMS, INC.
STATEMENTS OF STOCKHOLDER'S (DEFICIT) EQUITY

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL STOCKHOLDER
---------------- PAID IN ACCUMULATED NOTES
SHARES AMOUNT CAPITAL DEFICIT RECEIVABLE TOTAL
------ ------ ---------- ----------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1995........... 1,000 $ 10 $ -- $ 10,869 $ -- $ 10,879
Issuance of warrants to AOL in
connection with note............... 108,643 108,643
Stockholder notes receivable......... (72,000) (72,000)
Net loss............................. (100,112) (100,112)
------ ---- -------- --------- -------- ---------
Balance at December 31, 1995......... 1,000 10 108,643 (89,243) (72,000) (52,590)
Net income........................... 58,611 58,611
------ ---- -------- --------- -------- ---------
Balance at December 31, 1996......... 1,000 10 108,643 (30,632) (72,000) 6,021
Net loss (unaudited)................. (115,712) (115,712)
------ ---- -------- --------- -------- ---------
Balance at May 29, 1997
(unaudited)........................ 1,000 $ 10 $108,643 $(146,344) $(72,000) $(109,691)
------ ---- -------- --------- -------- ---------
------ ---- -------- --------- -------- ---------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-24
<PAGE>

HEALTH RESPONSEABILITY SYSTEMS, INC.
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, PERIOD ENDED MAY 29,
---------------------- ---------------------
1995 1996 1996 1997
--------- --------- -------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash flows from operating activities:

Net (loss) income.......................................... $(100,112) $ 58,611 $ 99,211 $(115,712)

Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:

Depreciation.......................................... 22,702 22,590 8,770 24,427

Non-cash interest on note payable..................... 55,887 74,572 30,900 21,846

Changes in operating assets and liabilities:

Accounts receivable................................. -- (119,854) (50,002) 110,555

Other assets........................................ (1,339) (1,467) (7,459) 1,467

Stockholder notes receivable........................ (20,000) 20,000 -- --

Deferred revenue.................................... 33,333 (33,333) (33,333) --

Accounts payable and accrued expenses............... 50,626 24,237 (35,234) (13,594)

Employee retirement plan payable.................... -- 71,000 -- (71,000)
--------- --------- -------- ---------

Net cash provided by (used in) operating
activities..................................... 41,097 116,356 12,853 (42,011)
--------- --------- -------- ---------

Cash flows from investing activities:

Certificates of deposit.................................... (100,000) (8,621) (5,586) 108,621

Purchase of fixed assets................................... (57,794) (10,304) (3,296) (49,665)
--------- --------- -------- ---------

Net cash (used in) provided by investing
activities..................................... (157,794) (18,925) (8,882) 58,956
--------- --------- -------- ---------

Cash flows from financing activities:

Proceeds from note payable................................. 270,000 -- -- --

Stockholder notes receivable............................... (72,000) -- -- --
--------- --------- -------- ---------

Net cash provided by financing activities......... 198,000 -- -- --
--------- --------- -------- ---------

Net increase in cash for the period.......................... 81,303 97,431 3,971 16,945

Cash, beginning of period.................................... 9,962 91,265 91,265 188,696
--------- --------- -------- ---------

Cash, end of period.......................................... $ 91,265 $ 188,696 $ 95,236 $ 205,641
--------- --------- -------- ---------
--------- --------- -------- ---------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-25
<PAGE>

HEALTH RESPONSEABILITY SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND BASIS OF PRESENTATION

Health ResponseAbility Systems, Inc. (the "Company") was incorporated in
the State of Virginia on August 22, 1994 and commenced operations on January 1,
1995. The Company is engaged in the development of health-related programming
material for distribution through online service providers and the Internet.

As discussed in Note 8, all of the outstanding shares of the Company were
acquired by iVillage Inc. ("iVillage") on May 29, 1997. These financial
statements do not include any adjustments in connection with the sale.

2. SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION

The Company's revenues have been derived primarily from America Online,
Inc. ("AOL") customers visiting the Company's site on the AOL online service and
are recognized as they are earned (based upon visitations to the site) and
reported to the Company by AOL. Usage revenues received from AOL totaled
approximately $343,822 and $618,644 for the years ended December 31, 1995 and
1996, respectively. In addition, the Company has derived revenues from the
design of customer web sites. Revenues from such design work is recognized over
the term of service of each contract.

FIXED ASSETS

Depreciation of computer equipment and software and furniture and fixtures
is provided for by the straight-line method over their estimated useful lives
ranging from three to five years. The cost of additions and betterments is
capitalized, and repairs and maintenance costs are charged to operations in the
periods incurred. Depreciation expense has been included in general and
administrative expense.

INCOME TAXES

The Company has elected to be treated as an "S" corporation for both
Federal and State of Virginia tax purposes. Accordingly, corporate income or
loss is included in the stockholder's individual tax return based upon her
ownership interest.

CASH

Cash includes money market accounts and all highly liquid investments
purchased with original maturities of three months or less. Certificates of
deposit with maturities greater than three months are classified as such on the
balance sheet. The Company maintains its cash balances in a highly rated
financial institution.

CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to a
concentration of credit risk consist of cash and accounts receivable. Cash is
deposited with high-credit, quality financial institutions. The Company's
accounts receivable are derived from revenue earned from customers located in
the U.S. and are denominated in U.S. dollars.

AOL accounted for approximately 78% and 66% of revenue for the years ended
December 31, 1995 and 1996, respectively, and approximately 63% of accounts
receivable at December 31, 1996.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of the Company's financial instruments, including
cash, certificates of deposit, accounts receivable, accounts payable and accrued
liabilities and note payable, approximate fair value because of their short
maturities.

F-26
<PAGE>

HEALTH RESPONSEABILITY SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates. Significant
estimates made by the Company include the valuation of the warrant issued and
the useful lives and recoverability of fixed assets.

UNAUDITED INTERIM FINANCIAL STATEMENTS

The financial statements as of May 29, 1997 and for the periods ended
May 29, 1996 and 1997 are unaudited but have been prepared in accordance with
generally accepted accounting principles ("GAAP") for interim financial
statements which do not include all disclosures required by GAAP for annual
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. The results of operations of any interim period are not
necessarily indicative of the results of operations for the full year.

COMPREHENSIVE INCOME

The Company adopted the provisions of SFAS No. 130, "Reporting
Comprehensive Income." SFAS No. 130 establishes standards for reporting
comprehensive income and its components in financial statements. Comprehensive
income, as defined, includes all changes in equity (net assets) during a period
from non-owner sources. To date, the Company has not had any transactions that
are required to be reported in comprehensive income.

RECLASSIFICATIONS

Certain reclassifications have been made to the prior year financial
statements to conform to the current period presentation.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information" ("SFAS
No. 131"). This statement establishes standards for the way companies report
information about operating segments in annual financial statements. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. The disclosure prescribed by SFAS No. 131
is effective for the year ending December 31, 1998. The Company has determined
that it does not have any separately reportable business segments as of May 29,
1997.

In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") No. 98-1, "Software for Internal Use,"
which provides guidance on accounting for the cost of computer software
developed or obtained for internal use. SOP No. 98-1 is effective for financial
statements for fiscal years beginning after December 15, 1998. The Company does
not expect that the adoption of SOP No. 98-1 will have a material impact on its
financial statements.

F-27
<PAGE>

HEALTH RESPONSEABILITY SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

3. FIXED ASSETS

Fixed assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, MAY 29,
---------------------------- -------------
1995 1996 1997
------------ -------------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Computer equipment and software.......................... $ 45,195 $ 54,775 $ 70,992
Furniture and fixtures................................... 12,682 13,406 45,454
------------ -------------- -----------
57,877 68,181 116,446
Less, accumulated depreciation........................... (22,785) (45,375) (68,402)
------------ -------------- -----------
$ 35,092 $ 22,806 $ 48,044
------------ -------------- -----------
------------ -------------- -----------
</TABLE>

Depreciation of fixed assets was approximately $22,702 and $22,590 for the years
ended December 31, 1995 and 1996, respectively.

4. RELATED-PARTY TRANSACTIONS

In January 1995, the Company loaned $29,700 to its sole stockholder who
also serves as an officer to the Company (the "Stockholder"). Interest is
payable annually at the rate of 7.92% per annum. This note was not paid until
the sale of the Company and, therefore, is recorded as a reduction of
stockholder's equity.

In February 1995, the Company loaned $20,000 to the Stockholder. Interest
is payable annually at the rate of 7.96% per annum. This note was not paid until
the sale of the Company and, therefore, is recorded as a reduction of
stockholder's equity.

In May 1995, the Company loaned $10,000 to the Stockholder. Interest is
payable annually at the rate of 7.12% per annum. The principal balance and
interest due on this note was repaid in full in July 1996.

In June 1995, the Company loaned $10,000 to the Stockholder. Interest is
payable annually at the rate of 6.83% per annum. The principal balance and
interest due on this note was repaid in full in July 1996.

In December 1995, the Company loaned $22,300 to the Stockholder. Interest
is payable annually at the rate of 5.91% per annum. This note was not paid until
the sale of the Company and, therefore, is recorded as a reduction of
stockholder's equity.

In 1995, the Company entered into a consultant agreement with the spouse of
the Stockholder, in which the Company paid the consultant $80,000 during the
year. In 1996, this consultant became an officer of the Company.

5. AOL NOTE PAYABLE

In April 1995, the Company entered into a promissory note agreement with
AOL whereby the Company received cash of $270,000 ("AOL Note"). Interest, at a
rate of 7.5% per annum, and principal, are payable on the earlier of demand or
April 2005. If payment is demanded, then such payment will be payable in 24
equal monthly installments of principal and interest beginning on the fifth day
following such demand.

In connection with the AOL Note, the Company issued a warrant (the "AOL
Warrant") to purchase a certain amount of shares of the Company's preferred
stock at a certain exercise price, both of which are based on a formula in the
warrant agreement. The Company recorded an unamortized discount of $108,643
which has been amortized as interest expense using the interest method. The AOL
Warrant was valued using the Black-Scholes option pricing model. As discussed in
Note 8, the AOL Note and the AOL Warrant were cancelled as part of the sale of
the Company in May 1997.

F-28
<PAGE>

HEALTH RESPONSEABILITY SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Interest expense, including amortized disount related to the issuance of
the AOL Warrant, charged to operations for the year ended December 31, 1995 and
1996 was $55,887 and $74,572, respectively.

6. COMMITMENTS

LEASES

The Company leases office space in Herndon, Virginia, under a
non-cancelable operating lease expiring in June 1998. The following is a
schedule of future minimum lease payments under the lease as of December 31,
1996:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31:
- --------------------------------------------------------------
<S> <C>
1997................................................. $53,920
1998................................................. 27,769
-------
$81,689
-------
-------
</TABLE>

Rent expense was approximately $9,898 and $16,073 for the years ended
December 31, 1995 and 1996, respectively.

7. CAPITAL STOCK

At December 31, 1996, the authorized capital stock of the Company consists
of 10,000 shares of common stock, $0.01 par value per share. Upon formation of
the Company, 1,000 shares of common stock were issued to the founder.

8. SUBSEQUENT EVENT

On May 29, 1997, all of the outstanding shares of the Company were acquired
by iVillage in exchange for $2,600,000 in cash, 1,300,200 shares of iVillage
common stock and cash amounts contingent on future performance levels of the
Company and iVillage, which was determined to be $1,560,000 in January 1998. In
addition, iVillage issued 609,000 shares of common stock to AOL in exchange for
the release of the AOL Note and the cancellation of the AOL Warrant.

F-29
<PAGE>

iVILLAGE INC. AND HEALTH RESPONSEABILITY SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

On May 29, 1997, Health ResponseAbility Systems, Inc. ("HRS"), a developer
of health-related programming material for distribution through online service
providers and the Internet, agreed to sell substantially all of its outstanding
shares of capital stock and any securities convertible into shares of HRS
capital stock ("Fully Diluted HRS shares") to iVillage Inc. ("iVillage" or the
"Company") in exchange for $2.6 million in cash, 1,300,200 shares of iVillage
common stock and cash amounts contingent on future performance levels of HRS and
iVillage. In addition, iVillage issued 609,000 shares of common stock to America
Online, Inc. ("AOL") in exchange for the release of all equity rights in HRS
held by AOL.

The acquisition has been accounted for as a purchase, with the assets
acquired and liabilities assumed recorded at fair values, and the results of
HRS's operations included in the Company's consolidated financial statements
from the date of acquisition.

The accompanying unaudited pro forma condensed consolidated financial
statements illustrate the effect of the acquisition on the Company's results of
operations assuming the acquisition took place on January 1, 1997. Since the
transaction has been reflected in the Company's consolidated balance sheet as of
December 31, 1997, contained elsewhere herein, no pro forma condensed
consolidated balance sheet has been provided.

The unaudited pro forma condensed consolidated financial statements have
been included as required by the rules of the Securities and Exchange Commission
and are provided for comparative purposes only. The unaudited pro forma
condensed consolidated financial statements do not purport to be indicative of
the results which would have been obtained if the acquisition had been effected
on the date indicated or which may be obtained in the future.

The accompanying unaudited pro forma condensed consolidated financial
statements should be read in connection with the historical financial statements
of the Company and HRS which are contained elsewhere in this Prospectus.

F-30
<PAGE>

iVILLAGE INC. AND HEALTH RESPONSEABILITY SYSTEMS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997
(UNAUDITED)

<TABLE>
<CAPTION>
HEALTH RESPONSEABILITY
iVILLAGE INC. SYSTEMS, INC.
------------------ ----------------------
YEAR ENDED PERIOD ENDED PRO FORMA
DECEMBER 31, 1997 MAY 29, 1997 ADJUSTMENTS PRO FORMA
------------------ ---------------------- --------------- ------------
<S> <C> <C> <C> <C>
Revenues......................... $ 6,018,696 $ 362,741 $ -- $ 6,381,437
------------ ---------- --------------- ------------
Operating expenses:
Production, content and
product...................... 7,606,355 220,574 -- 7,826,929
Sales and marketing............ 8,770,581 7,955 -- 8,778,536
General and administrative..... 10,726,844 234,519 974,273 (a) 12,455,636
520,000 (b)
------------ ---------- --------------- ------------
Total operating expenses... 27,103,780 463,048 1,494,273 29,061,101
------------ ---------- --------------- ------------

Loss from operations............. (21,085,084) (100,307) (1,494,273) (22,679,664)

Interest expense, net............ (215,876) (15,405) -- (231,281)
------------ ---------- --------------- ------------
------------ ---------- --------------- ------------
Net loss......................... (21,300,960) (115,712) ($ 1,494,273) ($22,910,945)
------------ ---------- --------------- ------------
------------ ---------- --------------- ------------
Basic and diluted net loss per (4.55) (4.20)
share.......................... $ $
------------ ------------
------------ ------------
Weighted average shares of common
stock outstanding used in
computing basic and diluted net
loss per share................. 4,682,872 774,141 (c) 5,457,013
------------ --------------- ------------
------------ --------------- ------------
</TABLE>

F-31
<PAGE>

iVILLAGE INC. AND HEALTH RESPONSEABILITY SYSTEMS, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1997
(UNAUDITED)

1. The pro forma adjustments to the unaudited pro forma condensed
consolidated statement of operations are as follows:

<TABLE>
<S> <C>
(a) Adjustment to general and administrative expenses for the amortization of $5,955,331 of
goodwill, amortized over a three-year period............................................... $974,273
--------
--------
(b) Adjustment to general and administrative expenses for the amortization of $1,560,000 of
goodwill associated with contingent consideration paid on future performance levels........ $520,000
--------
--------
(c) Adjustment to weighted average shares of common stock outstanding used in computing basic
and diluted net loss per share to reflect the issuance of 1,909,200 shares in connection
with the acquisition of HRS as of January 1, 1997.......................................... 774,141
--------
--------
</TABLE>

F-32
<PAGE>

UNDERWRITING

iVillage and the underwriters named below (the "Underwriters") have entered
into an underwriting agreement with respect to the shares being offered. Subject
to certain conditions, each Underwriter has severally

agreed to purchase the number of shares indicated in the following table.
Goldman, Sachs & Co., Credit Suisse First Boston Corporation and Hambrecht &
Quist LLC are the representatives of the Underwriters.

<TABLE>
<CAPTION>
UNDERWRITERS NUMBER OF SHARES
- -------------------------------------------------------------------------- ----------------
<S> <C>
Goldman, Sachs & Co.......................................................
Credit Suisse First Boston Corporation....................................
Hambrecht & Quist LLC.....................................................
------------
Total......................................................
------------
------------
</TABLE>

------------------------

If the Underwriters sell more shares than the total number set forth in the
table above, the Underwriters have an option to buy up to an additional
shares from iVillage to cover such sales. They may exercise that
option for 30 days. If any shares are purchased pursuant to this option, the
Underwriters will severally purchase shares in approximately the same proportion
as set forth in the table above.

The following tables show the per share and total underwriting discounts
and commissions to be paid to the Underwriters by iVillage. Such amounts are
shown assuming both no exercise and full exercise of the Underwriters' option to
purchase additional shares.

PAID BY iVILLAGE

<TABLE>
<CAPTION>
NO EXERCISE FULL EXERCISE
----------- -------------
<S> <C> <C>
Per Share............... $ $
Total................... $ $
</TABLE>

Shares sold by the Underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this prospectus. Any
shares sold by the Underwriters to securities dealers may be sold at a discount
of up to $ per share from the initial public offering price. Any such
securities dealers may resell any shares purchased from the Underwriters to
certain other brokers or dealers at a discount of up to $ per share from the
initial public offering price. If all the shares are not sold at the initial
offering price, the representatives may change the offering price and the other
selling terms.

iVillage, its directors, officers and stockholders have agreed with the
Underwriters not to dispose of or hedge any of their Common Stock or securities
convertible into or exchangeable for shares of Common Stock during the period
from the date of this prospectus continuing through the date 180 days after the
date of this prospectus, except with the prior written consent of the
representatives. This agreement does not apply to any existing employee benefit
plans. Please see "Shares Available for Future Sale" for a discussion of certain
transfer restrictions.

Prior to this offering, there has been no public market for the shares. The
initial public offering price will be negotiated among iVillage and the
representatives. Among the factors to be considered in determining the initial
public offering price of the shares, in addition to prevailing market
conditions, will be iVillage's historical performance, estimates of the business
potential and earnings prospects of iVillage, an assessment of iVillage's
management and the consideration of the above factors in relation to market
valuation of companies in related businesses.

iVillage intends to apply to list the Common Stock on the Nasdaq National
Market under the symbol "IVIL".

In connection with this offering, the Underwriters may purchase and sell
shares of

U-1
<PAGE>

Common Stock in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the Underwriters of a greater number of
shares than they are required to purchase in this offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the Common Stock while
this offering is in progress.

The Underwriters also may impose a penalty bid. This occurs when a
particular Underwriter repays to the Underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares sold
by or for the account of such Underwriter in stabilizing or short covering
transactions.

These activities by the Underwriters may stabilize, maintain or otherwise
affect the market price of the Common Stock. As a result, the price of the
Common Stock may be higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be discontinued by the
Underwriters at any time. These transactions may be effected on the Nasdaq
National Market, in the over-the-counter market or otherwise.

The Underwriters do not expect sales to discretionary accounts to exceed
five percent of the total number of shares offered.

iVillage estimates that its share of the total expenses of this offering,
excluding underwriting discounts and commissions, will be approximately
$ .

iVillage has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.

Credit Suisse First Boston Corporation acted as iVillage's exclusive
placement agent in connection with the private placement of iVillage's Series E
Convertible Preferred Stock in December 1998. iVillage paid customary placement
fees to Credit Suisse First Boston Corporation for such services.

U-2
<PAGE>

------------------------------------------------------
------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST
NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS
AN OFFER TO SELL ONLY THE SHARES OFFERED HEREBY, BUT ONLY UNDER CIRCUMSTANCES
AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN
THIS PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.

------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary............................ 3
Risk Factors.................................. 7
Use of Proceeds............................... 17
Dividend Policy............................... 17
Capitalization................................ 18
Dilution...................................... 20
Selected Consolidated Financial
Data........................................ 21
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................. 22
Business...................................... 32
Management.................................... 45
Certain Transactions.......................... 54
Principal Stockholders........................ 57
Description of Capital Stock.................. 59
Shares Eligible for Future Sale............... 62
Legal Matters................................. 63
Experts....................................... 63
Available Information......................... 64
Index to Financial Statements................. F-1
Underwriting.................................. U-1
</TABLE>

------------------------------

THROUGH AND INCLUDING , 1999 (25 DAYS AFTER THE DATE OF THIS
PROSPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN THESE SECURITIES, WHETHER OR
NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO A DEALER'S OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING
AS UNDERWRITER AND WITH RESPECT TO AN UNSOLD ALLOTMENT OR SUBSCRIPTION.

------------------------------------------------------
------------------------------------------------------

iVILLAGE INC.

Common Stock

------------------------------

[LOGO]

------------------------------

GOLDMAN, SACHS & CO.

CREDIT SUISSE FIRST BOSTON

HAMBRECHT & QUIST

REPRESENTATIVES OF THE UNDERWRITERS

------------------------------------------------------
------------------------------------------------------

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, other than the
underwriting discounts, payable by the Registrant in connection with the sale of
the securities being registered. All amounts are estimates except the SEC
registration fee, the NASD filing fee and the Nasdaq/NMS listing fee.

<TABLE>
<S> <C>
SEC Registration Fee.................................................................. $ 12,788
NASD Filing Fee....................................................................... 5,100
Nasdaq National Market Listing Fee.................................................... *
Printing Costs........................................................................ *
Legal Fees and Expenses............................................................... *
Accounting Fees and Expenses.......................................................... *
Blue Sky Fees and Expenses............................................................ *
Transfer Agent and Registrar Fees..................................................... *
Miscellaneous......................................................................... *
--------
Total............................................................................ $
--------
--------
</TABLE>

- ------------------------------
* To be filed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent to the Registrant. The
Delaware General Corporation Law provides that Section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Article VII of the Registrant's Bylaws provides for indemnification by the
Registrant of its directors, officers and employees to the fullest extent
permitted by the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
unlawful payments of dividends or unlawful stock repurchases, redemptions or
other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit. The Registrant's Amended and Restated Certificate
of Incorporation provides for such limitation of liability.

The Registrant intends to obtain directors, and officers, insurance
providing indemnification for certain of the Registrant's directors, officers
and employees for certain liabilities.

Reference is also made to the Underwriting Agreement to be filed as
Exhibit 1.1 to the Registration Statement for information concerning the
Underwriters' obligation to indemnify the Registrant and its officers and
directors in certain circumstances.

II-1
<PAGE>

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since January 1, 1995, the Registrant has issued and sold (without payment
of any selling commission to any person) the following unregistered securities:

(1) In September 1995, the Registrant issued and sold an aggregate of
2,000,005, 1,000,000, and 250,000 shares of Common Stock to Candice
Carpenter, Nancy Evans and Robert Levitan, respectively, at a price per
share of $.0005.

(2) In September 1995, the Registrant issued a stock subscription
warrant to purchase shares of Series B Convertible Preferred Stock at a
price per share of $2.50 (the "September 1995 Warrant") and 1,000,000
shares of Series A Convertible Preferred Stock to America Online, Inc.
("AOL") at a price per share of $1.00 in exchange for the cancellation of a
note and $496,494 in cash.

(3) In May 1996, the Registrant issued 797,130 shares of Series B
Convertible Preferred Stock to AOL at a price per share of $2.50 in
exchange for the cancellation of a note payable.

(4) In May 1996, the Registrant issued and sold an aggregate of
300,000 shares of Series B-1 Convertible Preferred Stock to AOL at a price
per share of $2.50 in exchange for the conversion of the principal amount
and accrued interest on two notes and $450,000 in cash.

(5) In May 1996, in connection with the issuance of Series B
Convertible Preferred Stock, the Registrant issued a stock subscription
warrant to purchase 800,000 shares and issued 52,100 shares of Series B
Convertible Preferred Stock pursuant to the exercise of the September 1995
Warrant, respectively, to AOL at a price per share of $2.50.

(6) In May 1996, the Registrant issued and sold an aggregate of
4,477,746 shares of Series B Convertible Preferred Stock at a price per
share of $2.50 to the following entities: Kleiner Perkins Caufield & Byers
VII ("Kleiner"), KPCB VII Founders Fund ("KPCB VII"), KPCB Information
Sciences Zaibatsu Fund II ("KPCB Information"), Ann R. Mathias, Edward J.
Mathias, TCI Online Village Holdings, Inc. ("TCI") and the Tribune Company
("Tribune").

(7) In December 1996, in connection with an Agreement and Plan of
Reorganization, the Registrant issued 100,000 shares of Common Stock each
to Jacqueline B. Needelman and David L. Cohen in consideration for 1,500
shares of jointly owned common stock of ParentsPlace.com, Inc.

(8) In January 1997, Beth Polish exercised an option and received
25,000 shares of Common Stock at a price per share of $1.00.

(9) In January 1997, Elaine Rubin exercised an option and received
37,500 shares of Common Stock at a price per share of $1.00.

(10) In January 1997, Tina Neederlander exercised an option and
received 37,500 shares of Common Stock at a price per share of $1.00.

(11) In February 1997, the Registrant issued and sold stock
subscription warrants to purchase an aggregate of 335,313 shares of Series
C Convertible Preferred Stock at a price per share of $1.954 to AOL,
Tribune, Kleiner and KPCB Information in consideration for the cancellation
of a note and cash.

(12) In May 1997, the Registrant issued and sold an aggregate of
11,003,068 shares of Series C Preferred Stock at a price per share of
$1.954 to the following entities: AOL, Philip E Berney, CIBC Wood Gundy
Ventures, Inc. ("CIBC") Cox Interactive Media, Inc. ("Cox"), Convergence
Ventures I, L.P. ("Convergence"), Stephen Friedman, Charles A. Davis,
Growth Shares Ltd., Juergen Habermeier, Kleiner, KPCB Information, Ralph
Mack, Stephen M. Parish, Rho Management Trust I ("Rho"), Sonem Partners,
Tenet, Transatlantic Venture Partners C.V., Tribune, The Trustees of the
General Electric Pension Trust, Norman Tulchin, Stanley Tulchin and one
other corporate investor.

II-2
<PAGE>

(13) In May 1997, the Registrant issued warrants to Bear, Stearns &
Co. Inc. to purchase 90,583 shares of the Registrant's Common Stock at an
exercise price of $0.01 per share in consideration for services rendered.

(14) In May 1997, in connection with a Plan of Reorganization and
Merger, among the Registrant, Health ResponseAbility Systems, Inc. and
other signatories thereto, the Registrant issued 1,300,200 shares of Common
Stock to Elin Silveous and 609,000 shares of Common Stock to AOL.

(15) In December 1997, the Registrant issued and sold an aggregate of
2,190,377 shares of Series C Convertible Preferred Stock at a price per
share of $1.954 per share to the following entities: AOL, Convergence,
Convergence Entrepreneurs Fund I ("Convergence Entrepreneurs"), Rho, Sonem
Partners and O'Sullivan Graev & Karabell, L.L.P., Profit Sharing Plan F/B/O
Martin H. Levenglick.

(16) In February 1998, the Registrant issued and sold an aggregate of
852,951 shares of Common Stock to Tenet Healthcare Corporation ("Tenet") at
a price per share of $1.954.

(17) In February 1998, the Registrant issued a certificate for an
aggregate of 76,800 shares of Series B Convertible Preferred Stock to
Kleiner in exchange for a certificate representing 76,800 shares of Series
B Convertible Preferred Stock issued to KPCB VII.

(18) In February 1998, the Registrant issued and sold an aggregate of
1,333,334 shares of Series D Convertible Preferred Stock to Tenet at a
price per share of $2.50.

(19) In March 1998, the Registrant issued and sold an aggregate of
4,480,000 shares of Series D Convertible Preferred Stock at a price per
share of $2.50 to the following entities: Convergence, Nexus Capital
Partners I, L.P., NIG-Village Ltd., Porcelain Partners L.P., Rho, TCV II
V.O.F., Technology Crossover Ventures II, L.P., TCV Strategic Partners,
L.P., Technology Crossover Partners II, C.V. and TCV II (Q), L.P.

(20) In April 1998, the Registrant issued and sold an aggregate of
6,434,000 shares of Series D Convertible Preferred Stock at a price per
share of $2.50 to the following entities: AOL, CIBC, Transatlantic Venture
Partners, C.V., Leavitt Family Trust, Boston Millennia Partners Limited,
Boston Millennia Associates I Partnership, FIMA Finance Management, Inc.,
Josef H. von Rickenbach, David Mahoney, Chestnut Investment Associates
1998, Chestnut Partners, Inc., Allyn C. Woodward, Moore Global Investments,
Ltd., Remington Investment Strategies, L.P., Ralph Mack, Cox and one other
corporate investor.

(21) In May 1998, the Registrant issued and sold an aggregate of
352,666 shares of Series D Convertible Preferred Stock at a price per share
of $2.50 to the following entities: Merrill Roth, Gannett International
Communications, Inc. and Pasquale Lavecchia.

(22) In June 1998, the Registrant issued and sold an aggregate of
400,000 shares of Series D Convertible Preferred Stock to a corporate
investor at a price per share of $2.50.

(23) In June 1998, Stephen Chao, Inc. exercised an option and received
25,000 shares of Common Stock at a price per share of $1.70.

(24) In December 1998, the Registrant issued and sold an aggregate of
11,730,948 shares of Series E Convertible Preferred Stock at a price of
$2.85 to the following entities: AOL, Boston Millennia Associates, Boston
Millennia Partners Limited, Lawrence Berk, CIBC, Convergence, Convergence
Entrepreneurs, Cox, Gannett, Leavitt, Steven Parish, Merrill Roth, Moore,
Nexus, NIG, O'Sullivan Graev & Karabell, L.L.P., Profit Sharing Plan F/B/O
Martin H. Levenglick, Ralph Mack, Remington, Rho, Sonem, TCI, TCI Ventures
Group, LLC, TCV II (Q), L.P., TCV II V.O.F., TCV Strategic Partners, L.P.,
Technology Crossover Ventures II, C.V., Technology Crossover Ventures II,
L.P., Tenet, Transatlantic, Tribune, William James Bell 1993 Trust,
Seligman Communications & Information Fund, Vantage Point Communications
Partners, LP, Vantage Point

II-3
<PAGE>

Venture Partners 1996, LP, Applewood Associates, Fred F. Nazem, Admirals,
L.P., Fred Tanzer, Van Wagoner Capital Management.

Exemption from registration for the transactions described above was
claimed pursuant to Section 4(2) of the Securities Act of 1933, as amended,
regarding transactions by the issuer not involving a public offering, in that
these transactions were made, without general solicitation or advertising, to
sophisticated investors with access to all relevant information necessary to
evaluate these investments and who represented to the Registrant that the shares
were being acquired for investment.

ITEM 16. EXHIBITS.

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ----------------------------------------------------------------------------------------------------
<S> <C>
1.1 Form of Underwriting Agreement.**
2.1 Agreement and Plan of Reorganization and Merger dated as of January 31, 1997, as amended on
March 31, 1997, as further amended as of May 15, 1997, as further amended as of May 16, 1997 and as
further amended as of May 23, 1997 among the Registrant, Health ResponseAbility Systems, Inc., and
other signatories thereto.**
2.2 Letter of Intent dated January 4, 1999 between the Registrant and Knowledgeweb, Inc. d/b/a
Astrology.Net.
2.3 Agreement and Plan of Reorganization dated as of December 10, 1996 among the Registrant, PP
Acquisition Corporation, ParentsPlace.com, Inc. and the stockholders of ParentsPlace.com, Inc.**
3.1 Certificate of Incorporation of the Registrant, as currently in effect.**
3.3 Form of Amended and Restated Certificate of Incorporation of the Registrant, to be filed prior to
completion of this offering.*
3.4 Form of Amended and Restated Certificate of Incorporation of the Registrant, to be filed and
effective upon completion of this offering.*
3.5 Bylaws of the Registrant, as currently in effect.**
3.6 Form of Amended and Restated Bylaws of the Registrant, to be effective upon completion of this
offering.*
4.1 Form of Registrant's Common Stock Certificate.*
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.*
9.1 Voting Trust Agreement dated as of September 19, 1995 between Candice Carpenter, Nancy Evans and
certain owners of Common Stock of the Registrant.**
10.1 Form of Indemnification Agreement between the Registrant and each of its directors and officers.*
10.2 1995 Amended and Restated Employee Stock Option Plan of the Registrant.**
10.3 1997 Amended and Restated Acquisition Stock Option Plan of the Registrant.**
10.4 1999 Employee Stock Option Plan of the Registrant.*
10.5 1999 Director Stock Option Plan of the Registrant.*
10.6 1999 Employee Stock Purchase Plan of the Registrant.*
10.7 Interactive Services Agreement dated July 1, 1997, between the Registrant and America Online, Inc.
("AOL").+**
10.8 Confidential Bankcard Marketing Agreement dated June 4, 1998, between the Registrant and First
Credit Card Services USA L.L.C.+**
10.9 Promotion Distribution and License Agreement dated October 21, 1998 between AT&T Corp. and the
Registrant.*
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ---------- ----------------------------------------------------------------------------------------------------
<S> <C>
10.10 Exclusive Sponsorship Agreement dated February 28, 1998 between Amazon.com, Inc. and the
Registrant.+**
10.11 Promotion Agreement dated November 6, 1998 between Snap! LLC and the Registrant.+**
10.12 Online Services Agreement dated December 19, 1997 between Charles Schwab & Co., Inc. and the
Registrant.+**
10.13 Letter Agreement dated November 11, 1998 between the National Broadcasting Company, Inc. and the
Registrant.**
10.14 Joint Activities Agreement dated September 1997 between Intuit Inc. and the Registrant.+**
10.15 Form of Non-Competition, Non-Disclosure and Assignment of Inventions Agreement dated September 9,
1995, and Amendment dated May 6, 1996, between the Registrant and each of Candice Carpenter, Nancy
Evans and Robert Levitan.**
10.16 Employment Letter dated June 4, 1998 to Craig Monaghan.*
10.17 Employment Letter dated December , 1998 to Allison Abraham.*
10.18 Lease dated August 21, 1995, commencing on September 1, 1995, as amended on September 20, 1995, as
amended and supplemented April 5, 1996, as further amended and supplemented on April 15, 1996, as
further amended and supplemented January 20, 1997, and as amended and supplemented on May 8, 1997,
between 170 Fifth Associates (the "Landlord") and the Registrant.**
10.19 Lease dated March 19, 1998, commencing March 15, 1998 between 149 Fifth Avenue Corporation and the
Registrant, as supplemented on June 30, 1998.**
10.20 Commercial Lease dated August 13, 1997 between Grove Corporate Plaza and the Registrant.**
10.21 Rental Agreement dated September 8, 1997 between Jack May and the Registrant.**
10.22 Note and Warrant Purchase Agreement dated as of February 27, 1997, as amended April 29, 1997, among
the Registrant, AOL, Tribune, KPCB VII and KPCB Zaibatsu II, including Form of Warrant.**
10.23 Promissory Note dated June 5, 1998 in the amount of $500,000 between Candice Carpenter and the
Registrant.**
10.24 Fourth Amended and Restated Stockholders' Agreement dated as of December 4, 1998, among the
Registrant, the Founders and each of the Investors identified therein.**
10.25 Fourth Amended and Restated Registration Rights Agreement dated as of December 4, 1998, among the
Registrant, the Founders and each of the Investors identified therein.**
21 List of subsidiaries.**
23.1 Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).*
23.2 Consents of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on page II-6).**
27 Financial Data Schedule.**
</TABLE>

- ------------------------------
* To be filed by amendment.

** Previously filed

+ Confidental treatment has been requested for certain portions of this
agreement.

(b) Financial Statement Schedules

Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.

II-5
<PAGE>

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or
497(h) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

II-6
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment No. 1 to this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on the 4th day of January, 1999.

iVILLAGE INC.

By: /s/ Candice Carpenter
----------------------------------
Candice Carpenter
Co-Chairperson of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
- ------------------------------------------ ------------------------------------------------ ---------------
<S> <C> <C>
/s/ Candice Carpenter Co-Chairperson of the Board and Chief Executive January 4, 1999
- ------------------------------------------ Officer (Principal Executive Officer)
Candice Carpenter

/s/ Nancy Evans Editor-in-Chief and Co-Chairperson of the Board January 4, 1999
- ------------------------------------------
Nancy Evans

/s/ Craig T. Monaghan Chief Financial Officer (Principal Financial January 4, 1999
- ------------------------------------------ Officer)
Craig T. Monaghan

/s/ Sanjay Muralidhar Vice President, Finance (Principal Accounting January 4, 1999
- ------------------------------------------ Officer)
Sanjay Muralidhar

/s/ Lennert J. Leader* Director January 4, 1999
- ------------------------------------------
Lennert J. Leader

/s/ Habib Kairouz* Director January 4, 1999
- ------------------------------------------
Habib Kairouz

Director
- ------------------------------------------
William L. Killen, Jr.

/s/ Lori Koffman* Director January 4, 1999
- ------------------------------------------
Lori Koffman

/s/ Philip Schlein* Director January 4, 1999
- ------------------------------------------
Philip Schlein

/s/ Michael Levy* Director January 4, 1999
- ------------------------------------------
Michael Levy

*By: /s/ Candice Carpenter
-------------------------------------
Candice Carpenter
Attorney-in-Fact
</TABLE>

II-7
<PAGE>

SCHEDULE II

iVILLAGE INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
COLUMN C
------------------------
COLUMN B COLUMN E
---------- ADDITIONS ----------
BALANCE AT CHARGED TO CHARGED COLUMN D BALANCE AT
BEGINNING COSTS AND TO OTHER ---------- END
COLUMN A OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
- -------------------------------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
For the period from July 1, 1995
(inception) to December 31, 1995:
Provision for doubtful accounts............... $ -- $ -- $ -- $ -- $ --
-------- -------- ---------- ---------- --------
-------- -------- ---------- ---------- --------
For the year ended December 31, 1996:
Provision for doubtful accounts................. $ -- $ -- $ -- $ -- $ --
-------- -------- ---------- ---------- --------
-------- -------- ---------- ---------- --------
For the year ended December 31, 1997:
Provision for doubtful accounts................. $ -- $748,589 $ 100,000(1) $ 568,760(2) $279,839
-------- -------- ---------- ---------- --------
-------- -------- ---------- ---------- --------
For the nine months ended September 30, 1998:
Provision for doubtful accounts (unaudited)..... $279,839 $455,000 $ -- $ 11,765 $723,074
-------- -------- ---------- ---------- --------
-------- -------- ---------- ---------- --------
</TABLE>

- ------------------

(1) Doubtful accounts written off against revenue.

(2) Doubtful accounts written off, net of cash recovered.

<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ---------- ------------------------------------------------------------------------------------------- -----------
<S> <C> <C> <C>
1.1 -- Form of Underwriting Agreement.**
2.1 -- Agreement and Plan of Reorganization and Merger dated as of January 31, 1997, as
amended on March 31, 1997, as further amended as of May 15, 1997, as further amended
as of May 16, 1997 and as further amended as of May 23, 1997 among the Registrant,
Health ResponseAbility Systems, Inc., and other signatories thereto.**
2.2 -- Letter of Intent dated January 4, 1999 between the Registrant and Knowledgeweb, Inc.
d/b/a Astrology.Net.
2.3 -- Agreement and Plan of Reorganization dated as of December 10, 1996 among the
Registrant, PP Acquisition Corporation, ParentsPlace.com, Inc. and the stockholders
of ParentsPlace.com, Inc.**
3.1 -- Certificate of Incorporation of the Registrant, as currently in effect.**
3.3 -- Form of Amended and Restated Certificate of Incorporation of the Registrant, to be
filed prior to completion of this offering.*
3.4 -- Form of Amended and Restated Certificate of Incorporation of the Registrant, to be
filed and effective upon completion of this offering.*
3.5 -- Bylaws of the Registrant, as currently in effect.**
3.6 -- Form of Amended and Restated Bylaws of the Registrant, to be effective upon
completion of this offering.*
4.1 -- Form of Registrant's Common Stock Certificate.*
5.1 -- Opinion of Orrick, Herrington & Sutcliffe LLP.*
9.1 -- Voting Trust Agreement dated as of September 19, 1995 between Candice Carpenter,
Nancy Evans and certain owners of Common Stock of the Registrant.**
10.1 -- Form of Indemnification Agreement between the Registrant and each of its directors
and officers.*
10.2 -- 1995 Amended and Restated Employee Stock Option Plan of the Registrant.**
10.3 -- 1997 Amended and Restated Acquisition Stock Option Plan of the Registrant.**
10.4 -- 1999 Employee Stock Option Plan of the Registrant.*
10.5 -- 1999 Director Stock Option Plan of the Registrant.*
10.6 -- 1999 Employee Stock Purchase Plan of the Registrant.*
10.7 -- Interactive Services Agreement dated July 1, 1997, between the Registrant and America
Online, Inc. ("AOL").+**
10.8 -- Confidential Bankcard Marketing Agreement dated June 4, 1998, between the Registrant
and First Credit Card Services USA L.L.C.+**
10.9 -- Promotion Distribution and License Agreement dated October 21, 1998 between AT&T
Corp. and the Registrant.*
10.10 -- Exclusive Sponsorship Agreement dated February 28, 1998 between Amazon.com, Inc. and
the Registrant.+**
10.11 -- Promotion Agreement dated November 6, 1998 between Snap! LLC and the Registrant.+**
10.12 -- Online Services Agreement dated December 19, 1997 between Charles Schwab & Co., Inc.
and the Registrant.+**
10.13 -- Letter Agreement dated November 11, 1998 between the National Broadcasting Company,
Inc. and the Registrant.**
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ---------- ------------------------------------------------------------------------------------------- -----------
<S> <C> <C> <C>
10.14 -- Joint Activities Agreement dated September 1997 between Intuit Inc. and the
Registrant.+**
10.15 -- Form of Non-Competition, Non-Disclosure and Assignment of Inventions Agreement dated
September 9, 1995, and Amendment dated May 6, 1996, between the Registrant and each
of Candice Carpenter, Nancy Evans and Robert Levitan.**
10.16 -- Employment Letter dated June 4, 1998 to Craig Monaghan.*
10.17 -- Employment Letter dated December , 1998 to Allison Abraham.*
10.18 -- Lease dated August 21, 1995, commencing on September 1, 1995, as amended on
September 20, 1995, as amended and supplemented April 5, 1996, as further amended and
supplemented on April 15, 1996, as further amended and supplemented January 20, 1997,
and as amended and supplemented on May 8, 1997, between 170 Fifth Associates (the
"Landlord") and the Registrant.**
10.19 -- Lease dated March 19, 1998, commencing March 15, 1998 between 149 Fifth Avenue
Corporation and the Registrant, as supplemented on June 30, 1998.**
10.20 -- Commercial Lease dated August 13, 1997 between Grove Corporate Plaza and the
Registrant.**
10.21 -- Rental Agreement dated September 8, 1997 between Jack May and the Registrant.**
10.22 -- Note and Warrant Purchase Agreement dated as of February 27, 1997, as amended
April 29, 1997, among the Registrant, AOL, Tribune, KPCB VII and KPCB Zaibatsu II,
including Form of Warrant.**
10.23 -- Promissory Note dated June 5, 1998 in the amount of $500,000 between Candice
Carpenter and the Registrant.**
10.24 -- Fourth Amended and Restated Stockholders' Agreement dated as of December 4, 1998,
among the Registrant, the Founders and each of the Investors identified therein.**
10.25 -- Fourth Amended and Restated Registration Rights Agreement dated as of December 4,
1998, among the Registrant, the Founders and each of the Investors identified
therein.**
21 -- List of subsidiaries.**
23.1 -- Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).*
23.2 -- Consents of PricewaterhouseCoopers LLP.
24 -- Power of Attorney (included on page II-6).**
27 -- Financial Data Schedule.**
</TABLE>

- ------------------
* To be filed by amendment.

** Previously filed.

+ Confidental treatment has been requested for certain portions of this
agreement.

<PAGE>

iVillage Inc.
170 Fifth Avenue
New York, New York 10010

January 1, 1999

CONFIDENTIAL
- ------------

Astrology.Net
3220 Sacramento Street
Suite 26
San Francisco, CA 94115

Re: Letter of Intent
----------------

Ladies and Gentlemen:

The undersigned, iVillage Inc., a Delaware corporation ("iVillage"), is
hereby proposing to acquire Knowledgeweb, Inc. doing business as Astrology.Net
("Astrology"), on the following basis:

1. General Structure of the Acquisition. iVillage, or a subsidiary or
affiliate thereof designated by iVillage (the "iVillage Entity"), will acquire
all of the outstanding capital stock of Astrology (the "Astrology Shares"), in
exchange for a combination of shares of the Common Stock of iVillage (the
"Common Stock") and cash as described in Section 2 hereof (the "Acquisition").
At the discretion of the parties hereto, the Acquisition may be structured as a
merger of Astrology with or into a wholly-owned subsidiary of iVillage.

2. Terms of the Acquisition.

(a) In consideration of the purchase of the Astrology Shares, iVillage
will issue to the holders of the outstanding capital stock and will allocate (as
described below in this Section 2(a) and Section 2(f)) to the holders of
outstanding options to acquire capital stock of Astrology (the "Shareholders"),
at the Closing (defined below), an aggregate of 2,500,000 shares of Common Stock
(the "iVillage Shares") and $1.0 million in cash. It is the parties' intent that
the Acquisition be structured as a tax-free reorganization qualifying under
Section 368 of the Internal Revenue Code. The total number of iVillage Shares
and cash to be issued shall be allocated among the holders of the outstanding
capital stock of Astrology and the holders of options to acquire the capital
stock of Astrology on a pro rata basis based on the number of shares of capital
stock of Astrology held by, or receivable upon exercise of options held by, each
such holder. The iVillage Shares and cash allocable to holders of outstanding
options to acquire Astrology Common Stock shall be reserved for issuance upon
the exercise of the iVillage options described in Section 2(f).

<PAGE>

(b) The iVillage Shares issued at Closing to David Fox and Kelli Fox
(the "Founders") will be subject to vesting over a three year period following
the Closing in accordance with the schedule attached hereto as Schedule I;
provided, however, that the Founders shall continue to vest in the iVillage
Shares only so long as they remain employees of Astrology or the surviving
corporation. The vesting of iVillage Shares issued to each of the Founders in
the Acquisition will be subject to acceleration in the event that such Founder's
employment with Astrology or the surviving corporation is terminated without
cause or constructively terminated at any time during the three year period
following the Closing. "Cause" shall be defined as (i) a breach of any material
provision of the Employment Agreement (as defined herein) or the Non-Compete
Agreement (as defined herein), which breach is not cured within 30 days
following the delivery to employee of written notice reasonably describing the
alleged breach; (ii) habitual neglect of duties as an employee, which remains
uncured following delivery to employee of written notice reasonably describing
the offending conduct and a reasonable opportunity to cure; (iii) an act of
dishonesty, gross carelessness or gross misconduct; including, without
limitation, employee's theft, misuse or unauthorized disclosure of proprietary
information, which has an adverse effect on iVillage or (iv) conviction of a
felony or a crime involving moral turpitude. "Constructive Termination" shall
mean employee's resignation or termination following (i) a reduction in
employee's base salary not agreed to by employee; (ii) the relocation of
employee's office to an office more than twenty (20) miles from the city limits
of San Francisco, California not agreed to by employee; or (iii) employee's
death or permanent disability.

(c) All of the iVillage Shares issued at Closing or upon the exercise
of options to acquire iVillage shares shall be subject to an underwriters'
lockup agreement until 180 days after the effective date of the iVillage initial
public offering.

(d) Proceeds from the sale by the Founders of any iVillage Shares shall
be placed in escrow until 24 months following the Closing. Subject to the
underwriters' lockup agreement, each Founder shall have the absolute discretion
to invest any such proceeds in any manner that he or she chooses; provided,
however, that (x) each Founder shall be entitled to remove up to $1,000,000 from
escrow during such twenty-four (24) month period and (y) any sales of iVillage
Shares during such twenty-four month period shall be made through Goldman, Sachs
& Co.

(e) The Shareholders will be entitled to unlimited piggyback
registration rights with respect to the iVillage shares, subject to the existing
registration rights of iVillage's existing shareholders.

(f) At the Closing, outstanding options to acquire Astrology Common
Stock shall convert into options to acquire each optionholder's portion of the
allocated iVillage Shares and cash on the same terms including, without
limitation, the vesting schedules and the acceleration provisions to which such
options are subject.

(g) The employees of Astrology who join iVillage following the
acquisition (each, an "Employee") will be eligible to participate in iVillage's
employee stock option plan. The number of options granted to each employee shall
be mutually agreed upon by iVillage and Astrology prior to signing a definitive
agreement.

2
<PAGE>

3. Post Acquisition Matters. It is contemplated that iVillage and the
Founders shall reach a mutually satisfactory understanding regarding the
organization and delegation of authority following the Closing. It is further
contemplated that, prior to the Closing, the parties shall agree upon an
operating budget for Astrology for the twenty-four (24) month period following
the Closing.

4. The Closing. It is contemplated that the parties hereto will
cooperate and use their diligent best efforts, exercised in good faith, to enter
into a definitive acquisition agreement and to effect the closing (the
"Closing") of the Acquisition on or before January 31, 1999.

5. Definitive Agreements. The transactions contemplated hereby shall be
subject to, among other things, the following:

(a) the negotiation, execution and delivery of a definitive agreement
(the "Acquisition Agreement") providing for, among other things,

(i) terms reflecting the provisions of this Letter of Intent;

(ii) representations, warranties and indemnities by Astrology, which
representations, warranties and indemnities shall be subject to the Escrow
Agreement (as hereinafter defined);

(iii) the following conditions to the obligation of the parties to
close the Acquisition: (a) receipt of all material approvals, authorizations and
clearances needed from any governmental and regulatory authority, or any other
person, required for consummation of the transaction, (b) receipt by iVillage
and Astrology of an opinion from counsel for Astrology that the merger will
qualify as a tax-free reorganization under Section 368 of the Internal Revenue
Code, and (c) receipt of consents required from third parties to contracts with
Astrology that iVillage identifies as key contracts; and

(iv) such other terms, provisions and conditions as are agreed upon
by iVillage and Astrology;

(b) the execution and delivery by each of the holders of outstanding
capital stock of Astrology of an Escrow Agreement which shall provide that, as
the sole recourse for the indemnity obligations of the Shareholders under the
Acquisition Agreement, four hundred and fifty thousand (450,000) of the iVillage
Shares issued in the Acquisition will be escrowed for eighteen (18) months after
the Closing. No claims may be asserted against the escrowed iVillage Shares
until fifty thousand dollars ($50,000) in claims have accrued (either singly or
in the aggregate), at which time iVillage may assert the full amount of any such
claim(s);

(c) the execution and delivery by each Employee of iVillage's standard
employee non-disclosure, non-competition and proprietary rights agreement (the
"Non-Disclosure Agreement");

(d) the execution and delivery by the Founders of employment agreements
(the "Employment Agreements") that provide for annual salaries of $125,000 for a
period of three (3) years, subject to annual review increases commensurate with
other iVillage employees with

3
<PAGE>

similar responsibility and consistent with iVillage's compensation policies, and
such other terms and conditions as may be acceptable to iVillage and each of the
Founders. Each of the Founders shall receive at Closing an option to purchase
225,000 shares of iVillage Common Stock at an exercise price equal to 125% of
the iVillage initial public offering price, subject to the terms of iVillage's
stock option plans. The option will vest only if the Founder remains an employee
of Astrology or the surviving corporation on the date that is the seventh
anniversary of the Closing; provided, however, that such vesting will be
accelerated with respect to one-third of such option shares if Astrology meets
or exceeds predetermined revenue and profit targets after each of twelve (12)
months, twenty-four (24) months and thirty-six (36) months following the
Closing, such that if all targets are met all such options will be fully vested
at thirty-six (36) months from Closing. In the event that iVillage does not
complete an initial public offering on or before April 30, 1999, then the
exercise price of such options shall be the fair market value of iVillage Common
Stock as of April 30, 1999, as determined in good faith by the iVillage board of
directors.

(e) the execution and delivery by the Founders of non-competition
agreements (the "Non-Compete Agreements") containing the terms set forth in
Schedule II; and

(f) the execution and delivery by each of the Shareholders of a
Shareholders' Agreement granting a right of first refusal in connection with the
iVillage Shares in form and substance reasonably acceptable to iVillage and the
Shareholders (the "Shareholders Agreement" and together with the Acquisition
Agreement, Escrow Agreement, Non-Disclosure Agreement, the Employment Agreements
and the Non-Compete Agreements, the "Definitive Documents").

6. Conduct of Business. From and after the date hereof until the earlier
of the Closing or the termination of this Letter of Intent pursuant to Section
15 hereof, Astrology shall, and shall cause each of its subsidiaries (if any)
to, conduct its and their businesses only in the normal and ordinary course and,
without the prior written consent of iVillage, Astrology shall not, and shall
not permit any of its subsidiaries (if any) to, among other things, (a) except
for the issuance of shares of capital stock of Astrology upon exercise or
conversion of presently outstanding warrants, options, rights or convertible
securities, issue or sell, or contract to issue or sell, any shares of capital
stock of Astrology or any securities convertible into or exchangeable for shares
of capital stock of Astrology or securities, warrants, options or rights to
purchase any of the foregoing (other than the issuance of employee stock options
and stock appreciation rights under existing stock option plans), (b) purchase
or redeem any shares of capital stock of Astrology, (c) declare or pay any
dividends or agree to make any other distribution with respect to any shares of
capital stock of Astrology or (d) amend the Articles of Incorporation or By-Laws
of Astrology.

7. Information and Access.

(a) Each of Astrology and iVillage shall permit the other party and its
consultants and professional advisors to conduct, and shall assist the other
party and its consultants and professional advisors in the conduct of, a due
diligence investigation concerning such party and its principals and key
employees, including, without limitation, authorization for background,
reference and credit checks (the "Investigation"). Astrology shall provide
iVillage and its consultants and professional advisors with access to all books,
records, and materials which may be requested in connection with the
Investigation to be performed by or on behalf of iVillage.

4
<PAGE>

iVillage shall provide Astrology with a copy of its Registration Statement on
Form S-1, including all amendments and exhibits thereto, and access to the
underwriters of its initial public offering.

(b) Each of iVillage and Astrology acknowledges that the other has had
and may have access to, or has developed or may independently develop, certain
information or materials that may be similar to or identical to the confidential
information (including ideas, themes, formats or other elements) disclosed or
submitted to, or discovered by, the other party during the Investigation prior
to or following the date hereof. Such independently developed information and
materials shall not constitute confidential information of such party. Each of
iVillage and Astrology agrees that it shall not assert any claim against the
other party or any third party in connection with such independently developed
information.

8. Non-Disclosure Agreement. Reference is made to the Non-Disclosure
Agreement (the "NDA") previously entered into between Astrology and iVillage and
dated August 5, 1998. The NDA is incorporated herein by reference.

9. Negotiation with Others. During the period beginning on the date hereof
and continuing until January 31, 1999, neither Astrology or any Founder shall,
nor shall Astrology authorize any of its employees, officers, directors,
shareholders or agents to, directly or indirectly, (a) solicit, initiate or
engage in discussions or negotiations with, or provide any information to, or
take any other action with the intent to facilitate the efforts of, any third
party with respect to a financing of or investment in Astrology (including by
way of the purchase of capital stock or other securities from Astrology or any
Shareholder) or acquisition of Astrology (including by way of merger, purchase
of capital stock or purchase of assets), or that would otherwise be inconsistent
with the terms of this Letter of Intent, or that would prohibit the performance
of Astrology's obligations hereunder or that could reasonably be expected to
diminish the likelihood of or render impracticable the consummation of the
transactions contemplated hereby (each, a "Prohibited Transaction"), or (b)
enter into any agreement or arrangement with respect to, or authorize or
consummate, a Prohibited Transaction. If Astrology or any of its subsidiaries or
affiliates or any Shareholder receives an unsolicited offer or proposal to enter
negotiations relating to any of the above, such party shall immediately notify
iVillage of such offer or proposal and shall promptly decline such offer. Upon
the execution and delivery of this Letter of Intent, Astrology and the
Shareholders shall terminate all discussions, if any, it or they may be having
with respect to a Prohibited Transaction.

10. Breach of Section 9. Each of Astrology and the Founders recognizes and
acknowledges that a breach by it of Section 9 will cause irreparable and
material loss and damage to iVillage. Accordingly, without in any way limiting
the remedies available to iVillage in the event of such a breach, Astrology and
the Founders agree that the issuance of an injunction or other equitable remedy
is an appropriate remedy for any such breach or threatened breach.

11. Publicity. The parties hereto agree that, to the maximum extent
feasible, and subject to compliance with any public disclosure obligations of
iVillage, they shall advise and confer with each other prior to the issuance
(and provide copies to the other party prior to issuance) of any public
announcements, reports, statements or releases pertaining to the proposed
Acquisition or this Letter of Intent.

5
<PAGE>

12. Brokers' or Finders' Fees. Astrology or, in the event the Acquisition
is consummated, Astrology's former shareholders, shall indemnify and hold
iVillage harmless from any claim for brokerage or finders' fees arising out of
the transactions contemplated hereby by any person claiming to have been engaged
by Astrology.

13. Expenses. Each of iVillage and Astrology and the Shareholders shall
bear its and their own expenses in connection with the preparation for and
consummation of the transactions contemplated by this Letter of Intent;
provided, however, that if, without reasonable cause, iVillage elects not to
consummate the Acquisition, iVillage shall bear the reasonable and documented
expenses of Astrology relating to the transactions described in this Letter of
Intent up to $75,000.

14. Advertising. On or before the first business day after the date on
which Astrology executes this Letter of Intent, iVillage will purchase run of
site advertising on Astrology valued at $100,000 (assuming a $15 CPM), to be
delivered during the period from January 31, 1999 to January 30, 2000; with
$50,000 to be paid on the first business day after the date on which Astrology
executes this Letter of Intent and the remainder to be paid in accordance with
normal practice; provided, that if the Acquisition is consummated, the balance
of the prepayment shall be returned to iVillage.

15. Termination. In the event the parties hereto fail to enter into the
Acquisition Agreement on or before January 31, 1999, the understandings
contained herein, unless extended by mutual agreement of the parties, shall
terminate.

16. Governing Law. This Letter of Intent shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed wholly therein.

17. Binding Effect; Integration.

(a) Except as hereinafter set forth, the understandings contained
herein (i) do not constitute a binding agreement between the parties hereto but
merely express their intent with respect thereto and (ii) shall only become
binding when the Acquisition Agreement is executed and the transactions
contemplated hereby have been approved by the respective Boards of Directors and
shareholders of iVillage and Astrology. Anything contained herein to the
contrary notwithstanding, the obligations of the parties hereto pursuant to
Sections 6 through 16, 17 through 21 and this Section 17 are intended to be
binding and enforceable obligations of the parties.

(b) To the extent set forth in paragraph (a) of this Section 17, this
Letter of Intent shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, but shall not be assignable
by any party without the written consent of the other parties hereto. Any
amendment of this Letter of Intent shall be in writing and signed by the party
against whom enforcement is sought.

18. No Joint Venture. Neither party shall make any warranties or
representations, or assume or create any obligations, on the other party's
behalf except as may be expressly

6
<PAGE>

permitted hereunder or in writing by such other party. Each party shall be
solely responsible for the actions of all its respective employees, agents and
representatives.

19. Limitation of Liability. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER
PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGES, FEES, COSTS OR
EXPENSES SUFFERED OR INCURRED BY IT IN CONNECTION WITH THIS LETTER OF INTENT OR
THE TRANSACTIONS CONTEMPLATED BY THIS LETTER OF INTENT OR RESULTING FROM THE
TERMINATION OF THIS LETTER OF INTENT. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY
BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES), ARISING FROM THE TERMINATION OF THIS LETTER OF INTENT, SUCH AS,
BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

20. Counterparts. This Letter of Intent may be executed in any number of
counterparts by original or facsimile signature, and each such counterpart shall
be deemed to be an original instrument, but all such counterparts together shall
constitute but one agreement.

21. The Founders.

(a) By execution and delivery of a counterpart to this Letter of
Intent, each of the Founders hereby (i) represents and warrants, severally and
not jointly, that such shareholder owns the number of shares of Astrology
capital stock set forth opposite its, his or her name on the signature page
hereto and (ii) agrees that, subject to the terms and conditions hereof, it, he
or she will support the consummation of transactions contemplated hereby and
will use its, his or her best efforts to cause Astrology to comply with its
obligations hereunder.

(b) Astrology hereby represents and warrants that the aggregate number
of shares of capital stock of Astrology set forth on the signature page as being
owned by the Founders constitutes a majority of the outstanding shares of each
class of capital stock of Astrology.

7
<PAGE>

If Astrology and the Founders accept the foregoing proposal by iVillage
and are in agreement therewith, kindly sign the enclosed copy of this Letter of
Intent where indicated below and return the same to iVillage by fax no later
than 5:00 p.m. (EST) on January 4, 1999. If this Letter of Intent is not signed
and received by iVillage by such time, iVillage's offer as reflected herein
shall be deemed withdrawn and shall terminate and the foregoing proposal shall
expire at such time.

Very truly yours,

iVillage Inc.

By /s/ Candice Carpenter
----------------------------
Name: Candice Carpenter
Title: Chief Executive Officer

AGREED TO AND ACCEPTED AS OF
THE DATE FIRST ABOVE WRITTEN:

KNOWLEDGEWEB, INC. D/B/A
ASTROLOGY.NET

By /s/ David Fox
---------------------------
Name: David Fox
Title: Chief Executive Officer

THE FOUNDERS:

/s/ David Fox 2,300,000
- ------------------------- ------------------------------
Name: David Fox Number of Shares of Astrology
Stock Beneficially Owned

/s/ Kelli Fox 2,300,000
- ------------------------- -----------------------------
Name: Kelli Fox Number of Shares of Astrology
Stock Beneficially Owned

8
<PAGE>

Schedule I

Vesting Schedule

Percentage of
iVillage Closing
Vesting Date Shares Vesting
- ------------ --------------------
At Closing............................................... 27.700%
9 Months from Closing.................................... 13.850%
12 Months from Closing................................... 13.850%
15 Months from Closing................................... 6.925%
18 Months from Closing................................... 6.925%
21 Months from Closing................................... 6.925%
24 Months from Closing................................... 6.925%
27 Months from Closing................................... 4.225%
30 Months from Closing................................... 4.225%
33 Months from Closing................................... 4.225%
36 Months from Closing................................... 4.225%
--------------------
100.000%

9
<PAGE>

Schedule II
- -----------

Summary of Additional Terms to be Contained in Definitive Documents

Assignment of Rights and Consent
- --------------------------------

Prior to Closing, appropriate service mark and trademark applications
shall be filed in the United States Patent & Trademark Office directed to the
mark "KELLI FOX" and the likeness of Kelli Fox as used with respect to on-line
astrology information services and women's internet information services and
related products (to be mutually agreed upon prior to Closing by iVillage,
Astrology and the Founders) (collectively, "the field of interest"). Such
applications shall be filed by and owned by Astrology with the consent of the
Founders before Closing. Prior to or contemporaneously with the filing of the
service mark and trade mark applications, the Founders shall assign to Astrology
all rights to the mark "KELLI FOX", the trade name KELLI FOX and any marks
including a likeness of Kelli Fox in the field of interest worldwide, and all
associated goodwill.

At Closing all rights of Astrology in and to the mark "KELLI FOX", the
trade name KELLI FOX and any marks including a likeness of Kelli Fox in the
field of interest worldwide, together with the associated goodwill, shall become
the sole and exclusive property of iVillage along with certain marketing rights
in the name "KELLI FOX" and marks including a likeness of KELLI FOX outside the
field of interest, as part of the Acquisition.

At Closing, the Founders agree to provide their consent to iVillage to
use the name "KELLI FOX," any likeness of Kelli Fox, or any logo employing the
name or likeness, or any stylized version thereof, and to provide their consent
to iVillage to seek service mark or trademark registration thereof for services
and goods in the field of interest, in addition to any rights transferred by
Astrology to iVillage in such name or logos at Closing. For example (by way of
explanation without limitation), iVillage may develop a stylized likeness of
Kelli Fox for use as a service mark with respect to an on-line astrology
information service and the Founders agree to make their consent of record
before the United States Patent & Trademark Office.

Right of Reversion
- ------------------

If, at any point in time, iVillage stops "adequately using" (to be
mutually agreed upon prior to Closing by iVillage, Astrology and the Founders)
the mark "KELLI FOX," the likeness of Kelli Fox and a stylized version thereof,
iVillage agrees to assign the trademark and service mark rights and associated
goodwill to the mark "KELLI FOX" to Kelli Fox. Should iVillage assign the
trademark and service mark rights to "KELLI FOX" and the likeness of Kelli Fox
to Kelli Fox in accord with this paragraph, iVillage agrees to release Kelli Fox
from her obligations not to employ her name or likeness in the field of interest
and not to compete with iVillage.

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<PAGE>

Non-Compete
- -----------

Subject to the Right of Reversion, the Founders each agree not to
compete with iVillage in the field of interest for a period of six years after
the Closing. At the conclusion of the non-compete period, the Founders shall
have the right in the field of interest to brand any product or service with the
KELLI FOX mark or stylized likeness of Kelli Fox under license from iVillage;
provided, however, that the Founders, after the non-compete period, shall not
have the right to so brand any product or service in the field of interest (a)
in connection with any one or more of four (4) companies chosen by iVillage at
the end of the non-compete period or (b) in connection with any other entity
(other than the entities to be determined pursuant to subpart (a), above)
without providing iVillage a right of first offer.

Examples
- --------

Scenario 1: iVillage terminates Founders with Cause or Founders voluntarily
resign during the employment period:

o Unvested shares do not vest
o No further salary owed, except accrued but unpaid salary
o Non-compete for six years from Closing, subject to reversion
o iVillage gets perpetual non-exclusive right to market and sell
products and services outside of the field of interest that
bear the name or likeness of Kelli Fox through the iVillage
properties in exchange for a 5% royalty on gross revenues from
iVillage
o iVillage gets Right of First Refusal for off-line activities
o Founders get perpetual non-exclusive right to market and sell
products and services outside of the field of interest that
bear the name or likeness of Kelli Fox in exchange for a 5%
royalty on gross revenues to iVillage

Scenario 2: Founders complete initial three year employment period:

o All shares have vested, with possible exception of option to
purchase up to 450,000 shares as described in Section 5(d)
o Non-compete for six years from Closing, subject to reversion
o iVillage gets perpetual non-exclusive right to market and sell
products and services outside of the field of interest that
bear the name or likeness of Kelli Fox through the iVillage
properties in exchange for a 5% royalty on gross revenues from
iVillage
o iVillage gets Right of First Offer for off-line activities
o Founders get perpetual non-exclusive right to market and sell
products and services outside of the field on interest that
bear the name or likeness of Kelli Fox in exchange for a 5%
royalty on gross revenues to iVillage

Scenario 3: iVillage terminates Founders without Cause or Constructively
Terminates Founders during the employment period:

o Unvested shares vest immediately
o Founders continue to receive salary through term of employment
agreement
o Non-compete for six years from Closing, subject to reversion

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<PAGE>

o iVillage gets perpetual non-exclusive right to market and sell
products and services outside of the field of interest that
bear the name or likeness of Kelli Fox through the iVillage
properties in exchange for a 5% royalty on gross revenues from
iVillage
o iVillage gets Right of First Offer for off-line activities
o Founders get perpetual non-exclusive right to market and sell
products and services outside of the field on interest that
bear the name or likeness of Kelli Fox in exchange for a 5%
royalty on gross revenues to iVillage

All scenarios assume that all products currently owned by Astrology.Net or
developed during the period of employment are the property of iVillage.

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on form S-1 of
our report dated December 23, 1998, on our audits of the financial statements of
Health ResponseAbility Systems, Inc. as of December 31, 1995 and 1996 for the
two years in the period ended December 31, 1996. We also consent to the
reference to our firm under the caption "Experts."

PRICEWATERHOUSECOOPERS LLP

New York, New York
January 4, 1999

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this registration statement on form S-1 of
our report dated July 17, 1998, on our audits of the financial statements of
iVllage Inc. and Subsidiaries as of December 31, 1997 and 1996 for the
two years in the period ended December 31, 1997 and the period from July 1, 1995
(inception) to December 31, 1995. We also consent to the
reference to our firm under the caption "Experts."

/s/ PRICEWATERHOUSECOOPERS LLP

New York, New York
January 4, 1999