ITURF INC
10-Q, 1999-06-15
CATALOG & MAIL-ORDER HOUSES
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


[X]                              QUARTERLY REPORT

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

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                   FOR THE QUARTERLY PERIOD ENDED MAY 1, 1999


                         Commission file number 0-25347

                                   ITURF INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                                13-3963754
    (STATE OR OTHER JURISDICTION OF        (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)

                   435 HUDSON STREET, NEW YORK, NEW YORK 10014
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                   (ZIP CODE)

                                 (212) 741-7785
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES |X| NO |_|

      Number of shares of Common Stock outstanding as of June 1, 1999:
17,331,136
<PAGE>

      STATEMENTS CONTAINED IN THIS DOCUMENT, INCLUDING, WITHOUT LIMITATION,
INFORMATION APPEARING UNDER "PART I ITEM 2 - MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," MAY BE
FORWARD-LOOKING STATEMENTS (WITHIN THE MEANING OF SECTION 27A OF THE AMENDED
SECURITIES ACT OF 1933 AND SECTION 21E OF THE AMENDED SECURITIES EXCHANGE ACT OF
1934). WHEN USED IN THIS DOCUMENT, THE WORDS "BELIEVE," "PLAN," "INTEND,"
"EXPECT" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE
FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF THE DATE OF THIS REPORT.
THESE STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED IN THE FORWARD-LOOKING
STATEMENTS. SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO:
FLUCTUATIONS IN CONSUMER PURCHASING PATTERNS AND ADVERTISING SPENDING; TIMING
OF, RESPONSE TO AND QUANTITY OF OUR PARENT'S CATALOG MAILINGS AND OUR OWN
ELECTRONIC MAILINGS; CHANGES IN THE GROWTH RATE OF INTERNET USAGE AND ONLINE
USER TRAFFIC LEVELS; ACTIONS OF OUR COMPETITORS; THE TIMING AND AMOUNT OF COSTS
RELATING TO THE EXPANSION OF OUR OPERATIONS AND ACQUISITIONS OF TECHNOLOGY OR
BUSINESSES AND THEIR INTEGRATION; GENERAL ECONOMIC AND MARKET CONDITIONS; AND
OTHER FACTORS OUTSIDE OUR CONTROL. THESE FACTORS, AND OTHER FACTORS THAT APPEAR
IN THIS REPORT OR IN OUR OTHER SECURITIES AND EXCHANGE COMMISSION FILINGS,
INCLUDING OUR REGISTRATION STATEMENT (NO. 333-15153) ON FORM S-1, COULD AFFECT
OUR ACTUAL RESULTS AND COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS MADE BY US OR ON OUR BEHALF.

      ALL REFERENCES IN THIS REPORT TO A FISCAL YEAR PRIOR TO FISCAL 1999 REFER
TO THE YEAR ENDED JANUARY 31 FOLLOWING THE PARTICULAR CALENDAR YEAR (E.G.,
"FISCAL 1998" REFERS TO THE FISCAL YEAR ENDING JANUARY 31, 1999). EFFECTIVE
FEBRUARY 1, 1999, WE CHANGED OUR FISCAL YEAR TO END ON THE SATURDAY CLOSEST TO
JANUARY 31 FOLLOWING THE CALENDAR YEAR (E.G., "FISCAL 1999" REFERS TO THE FISCAL
YEAR ENDING JANUARY 29, 2000).

                                     PART I
                              FINANCIAL INFORMATION

      ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>

                                   ITURF INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                 JANUARY 31, 1999    MAY 1, 1999
                                                                                 ----------------    -----------
                                                                                                     (UNAUDITED)
<S>                                                                                 <C>              <C>
                                     ASSETS
    CURRENT ASSETS
     Cash and cash equivalents..................................................    $     375        $  81,330
                                                                                    ---------        ---------
         Total current assets...................................................          375           81,330

    DEFERRED OFFERING COSTS.....................................................          110               --
    PROPERTY AND EQUIPMENT, net of accumulated depreciation of $46
         at January 31, 1999 and $75 at May 1, 1999.............................          414              895
    INTANGIBLE ASSETS, NET......................................................          317              326
                                                                                    ---------        ---------
    TOTAL ASSETS................................................................    $   1,216        $  82,551
                                                                                    =========        =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
    CURRENT LIABILITIES
     Accounts payable and other current liabilities.............................    $     263        $     394
     Accrued offering costs.....................................................           --              700
     Due to dELiA*s.............................................................          573            1,574
                                                                                    ---------        ---------
         Total current liabilities..............................................          836            2,668

    STOCKHOLDERS' EQUITY
     Preferred stock, $.01 par value, 1,000,000 shares authorized;
          no shares issued or outstanding.......................................           --               --
     Class A common stock, $.01 par value, 67,500,000 shares authorized;
          no shares issued or outstanding at January 31, 1999;
          4,831,136 shares issued and outstanding at May 1, 1999................           --               48
     Class B common stock, $.01 par value, 12,500,000 shares authorized,
          issued and outstanding................................................          125              125
     Additional paid-in capital.................................................           --           97,386
     Investment in common stock of dELiA*s Inc..................................           --          (17,734)
     Retained earnings..........................................................          255               58
                                                                                    ---------        ---------
         Total stockholders' equity.............................................          380           79,883

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................................    $   1,216        $  82,551
                                                                                    =========        =========
</TABLE>

       See Notes to Unaudited Condensed Consolidated Financial Statements
<PAGE>

                                   ITURF INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                              THREE MONTHS         THIRTEEN WEEKS
                                                                                   ENDED               ENDED
                                                                              APRIL 30, 1998        MAY 1, 1999
                                                                              --------------        -----------
                                                                                          (UNAUDITED)
<S>                                                                              <C>                 <C>
    NET REVENUES:

        NET PRODUCT SALES....................................................... $     69            $   2,425

        ADVERTISING AND OTHER...................................................       --                  190
                                                                                 --------            ---------

    TOTAL NET REVENUES..........................................................       69                2,615

    COST OF PRODUCT SALES.......................................................       35                1,332
                                                                                 --------            ---------


    GROSS PROFIT................................................................       34                1,283


    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES................................      109                1,753

    INTEREST EXPENSE (INCOME), NET..............................................       11                 (112)
                                                                                 --------            ----------


    LOSS BEFORE INCOME TAXES....................................................      (86)                (358)

    BENEFIT FOR INCOME TAXES....................................................      (33)                (161)
                                                                                 ---------           ----------


    NET LOSS  .................................................................  $    (53)           $    (197)
                                                                                 =========           ==========

    BASIC AND DILUTED NET LOSS PER SHARE........................................ $  (0.00)           $   (0.01)
                                                                                 =========           ==========

    SHARES USED IN THE CALCULATION OF BASIC AND DILUTED
     NET LOSS PER SHARE.........................................................   12,500               13,413
                                                                                 =========           ==========
</TABLE>

       See Notes to Unaudited Condensed Consolidated Financial Statements
<PAGE>

                                   ITURF INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                  THREE MONTHS     THIRTEEN WEEKS
                                                                                      ENDED            ENDED
                                                                                 APRIL 30, 1998      MAY 1, 1999
                                                                                 --------------      -----------
                                                                                            (UNAUDITED)
<S>                                                                                 <C>              <C>
    CASH FLOWS USED IN OPERATING ACTIVITIES:
     Net loss ..................................................................    $     (53)       $    (197)
     Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization............................................           23               57
       Changes in operating assets and liabilities:
              Current liabilities ..............................................            6              131
                                                                                    ----------       ----------
     Net cash used in operating activities......................................          (24)              (9)
                                                                                    ==========       ==========

    CASH FLOWS USED IN INVESTING ACTIVITIES:
     Purchase of dELiA*s stock .................................................           --          (17,734)
     Capital expenditures.......................................................          (24)            (522)
                                                                                    ----------       ----------
    Net cash used in investing activities.......................................          (24)         (18,256)
                                                                                    ==========       ==========

    CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
     Net proceeds from issuance of common stock.................................           --           98,219
     Loan from dELiA*s..........................................................          139            3,419
     Repayment to dELiA*s.......................................................          (67)          (2,418)
                                                                                    ----------       ----------
    Net cash provided by financing activities...................................           72           99,220
                                                                                    ==========       ==========

    INCREASE IN CASH & CASH EQUIVALENTS ........................................           24           80,955

    CASH & CASH EQUIVALENTS--BEGINNING OF PERIOD.................................          31              375
                                                                                    ----------       ----------
    CASH & CASH EQUIVALENTS--END OF PERIOD ......................................   $      55        $  81,330
                                                                                    ==========       ==========
</TABLE>

Supplemental disclosure of noncash financing and investing activity:
Issuance of common stock valued at $25,000 for the acquisition of TSISoccer.com
domain name. See Note 1.

       See Notes to Unaudited Condensed Consolidated Financial Statements
<PAGE>

                                   ITURF INC.

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    BUSINESS

      iTurf Inc. is an Internet community and marketer of apparel, related
accessories, home furnishings and soccer merchandise that is focused primarily
on young men and women between the ages of 10 and 24, an age group known as
"Generation Y." We are a subsidiary of dELiA*s Inc. ("dELiA*s" or our "Parent").
The accompanying financial statements of iTurf, which was incorporated in August
1997, include all of dELiA*s Internet operations from that date of
incorporation, as well as the Internet operations of TSI Soccer Corporation
("TSI") prior to that date. They also include the financial results and balances
of iTurf Finance Company, a wholly-owned subsidiary of iTurf Inc. We utilize
dELiA*s business relationships, infrastructure and brand names and relied on
dELiA*s to provide financing for our operations until April 14, 1999, when we
completed an initial public offering of our Class A common stock.

      On April 1, 1999, our certificate of incorporation was amended and
restated such that the authorized capital stock of iTurf consists of 67,500,000
shares of Class A common stock, par value $.01 per share, 12,500,000 shares of
Class B common stock, par value $.01 per share and 1,000,000 shares of Preferred
Stock, par value $.01 per share. In addition, exchange of the 100 shares of
common stock previously outstanding and held by dELiA*s into 12,500,000 shares
of Class B common stock was approved. All share information in these financial
statements and notes has been adjusted to reflect these changes.

      In our initial public offering, we issued 4,830,000 shares of our Class A
common stock to the public at a price of $22 per share to receive net cash
proceeds of approximately $97,409,000 after expenses. Holders of Class A common
stock have voting rights identical to holders of Class B common stock, except
that holders of Class A common stock are entitled to one vote per share and
holders of Class B are entitled to six votes per share. In connection with the
initial public offering, iTurf acquired the TSISoccer.com domain name from TSI,
a wholly-owned subsidiary of dELiA*s, for 1,136 shares of Class A common stock
(valued at $25,000 at the initial public offering price). dELiA*s continues to
own all outstanding shares of iTurf's Class B common stock, which represents
approximately 94% of the voting power and 72% of the value of iTurf common
stock. Each share of Class B common stock is convertible into one share of Class
A common stock at any time prior to a tax-free spin-off, as defined, of iTurf
from dELiA*s, at the option of the holder. Following a tax-free spin-off, shares
of Class B common stock will no longer be convertible into shares of Class A
common stock at the option of the holder, but shares that have not yet been
converted would automatically convert upon (i) the transfer of such shares by
dELiA*s to a third party other than a person determined by the iTurf board of
directors to be a "strategic partner" of iTurf, (ii) the decline of the number
of outstanding shares of Class B common stock beneficially owned by our Parent
to below 10% of the aggregate number of outstanding shares of all classes of
iTurf common stock or (iii) the fifth anniversary of the tax-free spin-off.

      iTurf used approximately $17,700,000 of the initial public offering
proceeds to purchase 551,046 shares of dELiA*s common stock from dELiA*s. This
purchase has been recorded as a reduction to iTurf's stockholders' equity. In
June 1999, we used $1,574,000 of the initial public offering proceeds to repay
our May 1, 1999 indebtedness to dELiA*s.
<PAGE>

      iTurf is subject to seasonal fluctuations in our merchandise sales and
results of operations. We expect our revenues and operating results generally to
be lower in the first half of each fiscal year than in the second half of such
year.

      Effective February 1, 1999, we changed our fiscal year from the year
ending January 31 to the 52 weeks ending on the Saturday closest to January 31.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

      PRINCIPLES OF CONSOLIDATION--The condensed consolidated financial
statements include the accounts of iTurf Inc. and subsidiaries, all of which are
wholly owned. All significant intercompany balances and transactions have been
eliminated in consolidation.

      BASIS OF PRESENTATION--For periods prior to our initial public offering,
the financial statements include expenses which have been allocated to iTurf by
dELiA*s on a specific identification basis plus the allocated share of the costs
associated with resources we share with dELiA*s. Allocations from dELiA*s for
such shared resources have been made primarily on a proportional cost method
based on related revenues. Management believes these allocations are reasonable.
Since our initial public offering, expenses are recorded in accordance with
intercompany agreements. The financial statements of iTurf for periods prior to
the IPO do not necessarily reflect the results of operations or financial
position that would have existed had iTurf been an independent company.

      UNAUDITED INTERIM FINANCIAL STATEMENTS--The accompanying unaudited
condensed consolidated financial statements have been prepared in accordance
with the requirements for Form 10-Q and in accordance with generally accepted
accounting principles for interim financial reporting. In the opinion of
management, the accompanying condensed consolidated financial statements are
presented on a basis consistent with the audited financial statements and
reflect all adjustments (consisting of normal recurring items) necessary for a
fair presentation of results for the interim periods presented. The financial
statements and footnote disclosures should be read in conjunction with iTurf's
January 31, 1999 audited financial statements and the notes thereto, which are
included in iTurf's Form S-1, as amended, which was filed with the Securities
and Exchange Commission. Results for the interim period are not necessarily
indicative of the results to be expected for the year.

      INCOME TAXES--For periods prior to our initial public offering, our
results have been included in dELiA*s consolidated federal and state income tax
returns and our income tax provision was calculated as if we had operated as an
independent company. As a result of our initial public offering, we are required
to file a separate return. We do not expect to have net income for fiscal 1999
and expect to fully reserve deferred tax assets. Since we expect to incur a net
loss for fiscal 1999, we estimate our effective rate for the period since the
IPO to be zero.

      CASH EQUIVALENTS-- The Company considers all highly liquid investments
with maturities of 90 days or less when purchased to be cash equivalents. Cash
equivalents are stated at cost, which approximates market value.

3.    SUBSEQUENT EVENT

      In May 1999, we entered into a strategic marketing alliance with America
Online, Inc. Over the two-year term of the agreement, we have agreed to pay
America Online a total of approximately $8,100,000.
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

      THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH
OUR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED
ELSEWHERE IN THIS REPORT. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING
STATEMENTS THAT REFLECT ITURF'S PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS
COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING STATEMENTS.
FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT
LIMITED TO, THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS REPORT. AS USED IN THIS
REPORT, THE TERM "PARENT" MEANS DELIA*S INC., A REPORTING COMPANY UNDER THE
SECURITIES EXCHANGE ACT OF 1934. OUR PARENT OWNS ALL OF THE SHARES OF OUR CLASS
B COMMON STOCK AS OF THE DATE HEREOF. THE CLASS B COMMON STOCK ENTITLES OUR
PARENT TO SIX VOTES PER SHARE, AS COMPARED TO ONE VOTE PER SHARE OF OUR CLASS A
COMMON STOCK. THEREFORE, SINCE OUR INITIAL PUBLIC OFFERING, OUR PARENT HAS HELD
APPROXIMATELY 94% OF THE VOTING POWER OF OUR OUTSTANDING CAPITAL STOCK.

OVERVIEW

We are a leading provider of Internet community and e-commerce services focused
primarily on young men and women between the ages of 10 and 24, an age group
known as "Generation Y." We provide Generation Y with an online destination that
encompasses a network of Web sites that addresses this demographic group's
concerns, interests, tastes and needs. Our sites offer interactive web/zines
with proprietary content, chat rooms, posting boards, personal homepages and
e-mail, as well as online shopping opportunities. During the first quarter of
fiscal 1999, we launched dotdotdash.com and StorybookHeirlooms.com, thereby
adding to our network of Web sites two new e-commerce sites that primarily
target pre-teen girls.

On April 14, 1999, we completed the initial public offering of 4,830,000 shares
of our Class A common stock, which represents approximately 28% of the shares
then outstanding.

Our historical financial statements for periods prior to our initial public
offering include allocations for administrative, distribution and other expenses
incurred by our parent for services rendered to iTurf. While we believe such
allocations to be reasonable, they are not necessarily indicative of, and it is
not practical for us to estimate, the levels of expenses that would have
resulted had iTurf been operating as an independent company. Following our IPO,
the provision of such services and other matters between the two companies,
including use of our parent's trademarks, have been governed by intercompany
agreements.

Prior to our initial public offering, we relied on our parent to provide
financing for our operations. Therefore, our cash flows were not necessarily
indicative of the cash flows that would have resulted had we been operating as
an independent company.

We believe that our continued growth will depend in large part on our ability to
increase our brand awareness, provide our customers with superior Internet
community and e-commerce experiences and continue to enhance our systems and
technology to support increased traffic to our Web sites. We intend to invest
heavily in marketing and promotion, including advertising in our parent's print
catalogs, and to further develop our Web sites, technology and operating
infrastructure. As a result, we expect to record substantial net losses for the
foreseeable future.

In view of the rapidly changing nature of iTurf's business and our limited
operating history, as well as the changes in our relationship with our parent
and our expected seasonality, iTurf believes that period-to-period comparisons
of our operating results, including our gross profit margin and operating
expenses as a percentage of sales, are not necessarily meaningful. You should
not rely on this information as an
<PAGE>

indication of future performance.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage
relationship of certain items from our statement of operations to revenues. Any
trends reflected by the following table may not be indicative of future results.

<TABLE>
<CAPTION>
                                                            THREE MONTHS     THIRTEEN WEEKS
                                                                ENDED             ENDED
                                                           APRIL 30, 1998      MAY 1, 1999
                                                           --------------      -----------
<S>                                                           <C>               <C>
    Net revenues..........................................     100.0%            100.0%
    Cost of product sales.................................      50.7              50.9
                                                             --------           -------
    Gross profit..........................................      49.3              49.1
    Selling, general and administrative expenses..........     157.9              67.0
    Interest expense (income), net........................      16.0              (4.3)
                                                             --------           -------
    Loss before income taxes..............................    (124.6)            (13.7)
    Benefit for income taxes..............................     (47.8)             (6.1)
                                                             --------           -------
    Net loss..............................................     (76.8)%            (7.5)%
                                                             ========           =======
</TABLE>

COMPARISON OF THIRTEEN WEEKS ENDED MAY 1, 1999 AND THREE MONTHS ENDED APRIL 30,
1998

      NET REVENUES. Net revenues increased from $69,000 in the first fiscal
quarter of 1998 to $2,615,000 for the same period in fiscal 1999. The increase
was primarily due to the launch of the dELiAs.cOm and discountdomain.com Web
sites in May 1998. Advertising, subscription and licensing revenues were
approximately $190,000 for the fiscal 1999 quarter; we did not have any revenue
from these sources in the same period of fiscal 1998.

      GROSS PROFIT. Gross profit increased from $34,000 for the first quarter of
fiscal 1998 to $1,283,000 for the same period in fiscal 1999 as a result of
increased sales. Gross margin decreased slightly from 49.3% in the first quarter
of fiscal 1998 to 49.1% in the first quarter of fiscal 1999.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses are comprised of:

      o     sales and marketing expenses, which include advertising costs,
            credit card fees and distribution costs;

      o     product development expenses, which include site development,
            editorial content and systems costs; and

      o     general and administrative expenses.

Total selling, general and administrative expenses, including direct expenses,
expenses allocated from our parent for periods prior to our initial public
offering and expenses charged by our parent in connection with intercompany
agreements after our initial public offering, increased from $109,000, or 157.9%
of revenues, in the first quarter of fiscal 1998, when these expenses related
primarily to the planned launch of dELiAs.cOm, to $1,753,000, or 67.0% of
revenues, in the first quarter of fiscal 1999 due to a substantial increase in
advertising, product development and overhead costs to support the continued
expansion of iTurf.

In the first quarter of fiscal 1999, selling, general and administrative
expenses were comprised of
<PAGE>

$997,000 of selling and marketing expenses, $449,000
of product development costs and $307,000 of general and administrative
expenses.
<PAGE>

SELECTED QUARTERLY RESULTS OF OPERATIONS AND SEASONALITY

Our revenues and operating results may vary significantly from quarter to
quarter due to a number of factors, many of which are outside of our control.
These factors include:

      o     seasonal fluctuations in consumer purchasing patterns and
            advertising spending;
      o     mix of product and other revenues;
      o     timing of, response to and quantity of our parent's catalog
            mailings;
      o     changes in the growth rate of Internet usage;
      o     actions of competitors;
      o     the timing and amount of costs relating to the expansion of our
            operations and acquisitions of technology or businesses; and
      o     general economic and market conditions.

Our limited operating history and rapid growth make it difficult to ascertain
the effects of seasonality on our business although we believe our revenues and
operating results generally to be lower in the first half of each fiscal year
than in the second half of such year. We believe that period-to-period
comparisons of our historical results are not necessarily meaningful and should
not be relied upon as an indication of future results.

INCOME TAXES

Since our IPO, we are no longer consolidated with our parent's taxpayer group.
For periods prior to such event, we owe our parent our proportionate share of
the consolidated tax liability computed as if iTurf were filing a separate
return. Any tax loss benefits attributable to us that we were unable to use at
the time were used by our parent. To the extent that our parent used our tax
benefits, we reduced our debt due to our parent, which was repaid in the second
quarter of fiscal 1999.

Now that we are no longer consolidated with our parent's taxpayer group, we may
not be able to realize the tax benefit of future losses. Losses generated
subsequent to deconsolidation will be available to us to offset any future
taxable income for twenty years. However, deferred tax assets recorded to
reflect such future benefit are likely to be fully reserved when recorded based
on our limited operating history.

LIQUIDITY AND CAPITAL RESOURCES

Operating activities used net cash of $24,000 and $9,000 during the first
quarter of fiscal 1998 and 1999, respectively.

Net cash used in investing activities of $18,256,000 for the first quarter of
fiscal 1999 relate primarily to our purchase of 551,046 shares of dELiA*s common
stock from our parent for approximately $17,700,000 in connection with our IPO.
Investing activities in the first quarter of fiscal 1998 relate to purchases of
property and equipment and used approximately $24,000. We expect to make capital
expenditures of approximately $4,000,000 in fiscal 1999, including investments
in technology and physical infrastructure. In addition, a portion of our
resources may be used to fund acquisitions or investments in businesses,
products and technologies that are complementary to our current business. We
also expect to spend significant amounts for marketing and other alliances. In
May 1999, we entered into a strategic alliance agreement with America Online,
Inc. under which we are committed to cash payments of approximately $4,000,000
in fiscal 1999 and $4,100,000 in fiscal 2000.
<PAGE>

Financing activities provided net cash of $99,220,000 for the first quarter of
fiscal 1999 and $72,000 for the same period of fiscal 1998. The significant
amount of cash provided by financing activities during the first quarter of
fiscal 1999 relates to the initial public offering of our common stock. Prior to
our initial public offering, financing activities primarily related to loans
from our parent. The $1,574,000 due to dELiA*s at May 1, 1999 was repaid during
the second quarter of fiscal 1999.

We have historically relied on our parent for financing capital expenditures.
Our capital requirements depend on numerous factors, including:

      o     the rate of market acceptance of iTurf's online presence;
      o     our ability to expand iTurf's customer base;
      o     the cost of upgrades to our online presence; and
      o     our level of expenditures for sales and marketing.

The timing and amount of such capital requirements cannot accurately be
predicted. Additionally, we will continue to evaluate possible investments in
businesses, products and system technologies and to develop plans to expand our
sales and marketing programs and conduct more aggressive brand promotions. We
believe that the net proceeds of our initial public offering, together with our
cash from operations, will be sufficient to meet anticipated cash needs for at
least the next 24 months.

Prior to our initial public offering, we were a borrower under our parent's bank
credit facility, which prohibits dividends other than to our parent. Our
participation in the bank credit facility was terminated concurrent with our
initial public offering.

YEAR 2000 COMPLIANCE

We are heavily dependent upon complex computer software and systems for our
operations, including, to a significant extent, our parent's computer systems.
Many existing computer programs and systems use only two digits to identify a
year in the date field. These programs and systems were designed and developed
without considering the impact of the upcoming change in the century. If not
corrected, many computer applications could fail or create erroneous results by
or at the Year 2000.

STATE OF READINESS
All of iTurf's material operating software and our information technology
systems and other systems, including telecommunications and warehouse systems,
were developed by and are supported by third party vendors. Each of the third
party vendors of iTurf's mission-critical operating software have provided
written warranties or assurances to iTurf or our parent that such software will
not be affected by the change in the century. The majority of the third party
vendors of iTurf's other material operating software and systems have also
provided warranties or assurances that such software and systems would be
compliant. iTurf has prepared a Year 2000 compliance program, which involves:

      o     identifying the material operating software and systems on which
            iTurf depends, whether used by iTurf or by iTurf's service
            providers;
      o     obtaining written warranties or assurances from third party software
            and system vendors and service providers;
      o     monitoring the compliance efforts of such vendors and service
            providers; and
      o     testing our material operating software and systems.

We expect to begin performing tests in the second quarter of fiscal 1999 of some
of our material
<PAGE>

operating software and systems to verify the assurances given by third party
vendors and ensure Year 2000 compliance. We have not yet begun to perform these
tests on any of our software and systems and we may not be able to test all of
our material operating systems. As a result of this timing, we have not
identified any material software or systems as requiring remediation or
replacement. However, we cannot assure you that all of our material operating
software and systems will be Year 2000 compliant.

In addition to the operating systems and software iTurf uses directly, iTurf's
operations are also dependent upon the performance of operating software and
systems used by our significant service providers, including our parent and
providers of financial, telecommunications and parcel delivery services. Our
parent has provided us with assurance that its Year 2000 compliance program is
consistent with ours and the status of its efforts is the same as ours. We have
contacted each of iTurf's other significant service providers and have obtained
written assurances from the majority of such providers that the providers'
relevant operating software and systems are in Year 2000 compliance or would be
by December 31, 1998. We are monitoring the status of all iTurf's significant
service providers' Year 2000 compliance efforts to minimize the risk of any
material adverse effect on iTurf's operations resulting from compliance
failures. However, there can be no assurance that iTurf's service providers
have, or will have, operating software and systems that are Year 2000 compliant.

RISKS
The failure of our software or systems to be Year 2000 compliant could prevent
us from being able to process or fulfill orders from our customers, could cause
users of our Web sites to consider alternative Web community and content
providers, or could disrupt our financial and management controls and reporting
systems. Any such worst-case scenario, if not quickly remedied, would have a
material adverse effect on iTurf. Therefore, we are developing contingency plans
with respect to such systems and software. We expect our contingency plans to be
completed by the end of the second quarter of fiscal 1999.

In addition, a significant portion of our merchandise sales are made with credit
cards, and iTurf's operations may be materially adversely affected to the extent
our customers are unable to use their credit cards due to Year 2000 issues that
are not rectified by the customers' credit card vendors.

iTurf has not identified significant exposure to Year 2000 problems outside of
the information technology issues identified above.

COSTS
To date, iTurf has spent less than $5,000 on Year 2000 compliance. iTurf expects
our incremental costs of addressing Year 2000 issues to be between $25,000 and
$50,000. We believe that proceeds of the IPO budgeted for investment in
technology infrastructure and maintenance will be sufficient to fund our Year
2000 compliance program and contingency plan. However, given iTurf's dependence
on third party software and system vendors and service providers and on our
customers' vendors, there can be no assurance to that effect.
<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      iTurf is not involved in any legal proceedings that management believes
would have a material adverse effect on iTurf's financial position or results of
operations.

ITEM 2. CHANGES IN SECURITIES

USE OF PROCEEDS FROM REGISTERED SECURITIES

      On April 8, 1999, the Securities and Exchange Commission declared
effective our registration statement (No. 333-15153) on Form S-1, as then
amended, relating to our initial public offering of 4,830,000 shares of Class A
common stock, 630,000 shares of which were issued upon exercise of an
overallotment option granted by us to the underwriters. The managing
underwriters for the offering were BT Alex. Brown Incorporated and Hambrecht &
Quist LLC (the "Underwriters"). In connection with the offering, we registered
the Class A common stock under the Securities Exchange Act of 1934, as amended.

      The public offering commenced on April 9, 1999 and terminated upon the
sale of all of the 4,830,000 shares of Class A common stock which were
registered for sale. The offering was completed on April 14, 1999. The aggregate
offering price of the securities sold was $106,260,000. All of the securities
registered were sold for the account of the Company.

      Prior to May 1, 1999, the Company incurred the following expenses in
connection with the issuance and distribution of the Common Stock registered:

      Underwriting discounts and commissions $7,438,000 Other expenses (legal
      and accounting fees and expenses, printing and engraving expenses, filing
      and listing fees, transfer agent and registrar fees and miscellaneous)
      1,413,000

      The net offering proceeds to the Company after deducting the foregoing
expenses were $97,409,000. Other than the amounts set forth for underwriting
discounts and commissions, the foregoing represent reasonable estimates of
expenses.

      The Company did not make, in connection with the offering and sale of the
Common Stock registered, any direct or indirect payments to directors or
officers of the Company or, to the Company's knowledge, their associates;
persons owning 10% or more of any class of equity securities of the Company; or
affiliates of the Company.

      From April 14, 1999 until May 1, 1999, approximately $220,000 of the net
offering proceeds was used for general corporate purposes and $17,734,000 was
used to purchase 551,046 shares of common stock of dELiA*s Inc.

CHANGES IN SECURITIES

      On April 1, 1999, prior to our initial public offering, we restated our
certificate of incorporation in
<PAGE>

order to effect a reclassification of our capital stock. After the
reclassification, our authorized capital stock consisted of 67,500,000 shares of
Class A common stock, par value $.01 per share, 12,500,000 shares of Class B
common stock, par value $.01 per share and 1,000,000 shares of preferred stock,
par value $.01 per share. Each outstanding share of our common stock was
reclassified into 125,000 shares of Class B common stock. The holders of our
Class A and Class B common stock generally have identical voting rights.
However, holders of our Class A common stock are entitled to one vote per share,
while holders of our Class B common stock are entitled to six votes per share on
most matters to be voted on by stockholders.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

SALES OF UNREGISTERED SECURITIES

      In connection with our initial public offering on April 14, 1999, we
issued 1,136 shares of our Class A common stock (valued at $25,000 based on the
initial public offering price of our Class A Common Stock) to TSI Soccer
Corporation, a wholly-owned subsidiary of our parent, as payment for the
TSISoccer.com domain name. The issuance of these securities was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

See "Exhibit Index" following the signature page.
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                            iTurf Inc.
                            (Registrant)
Date: June 15, 1999


                            By: /s/ STEPHEN I. KAHN
                                    --------------------------------------------
                                    Stephen I. Kahn
                                    Chairman of the Board, President and
                                    Chief Executive Officer


                            By: /s/ DENNIS GOLDSTEIN
                                    --------------------------------------------
                                    Dennis Goldstein
                                    Chief Financial Officer and Treasurer
                                    (principal financial and accounting officer)
<PAGE>

                                  EXHIBIT INDEX

3.1   Restated Certificate of Incorporation of iTurf (incorporated by reference
      to Exhibit 3.1 to iTurf's Registration Statement on Form S-1 (Registration
      No. 333-71123))
3.2   By-laws of iTurf (incorporated by reference to Exhibit 3.2 to iTurf's
      Registration Statement on Form S-1 (Registration No. 333-71123))
10.1  Form of Intercompany Services Agreement (incorporated by reference to
      Exhibit 10.1 to iTurf's Registration Statement on Form S-1 (Registration
      No. 333-71123))
10.2  Form of Trademark License and Customer List Agreement (incorporated by
      reference to Exhibit 10.2 to iTurf's Registration Statement on Form S-1
      (Registration No. 333-71123))
10.3  Form of Intercompany Indemnification Agreement (incorporated by reference
      to Exhibit 10.3 to iTurf's Registration Statement on Form S-1
      (Registration No. 333-71123))
10.4  Form of Tax Allocation Agreement (incorporated by reference to Exhibit
      10.4 to iTurf's Registration Statement on Form S-1 (Registration No.
      333-71123))
10.5  Form of iTurf Common Stock Registration Rights Agreement (incorporated by
      reference to Exhibit 10.5 to iTurf's Registration Statement on Form S-1
      (Registration No. 333-71123))
10.6  Form of dELiA*s Common Stock Registration Rights Agreement (incorporated
      by reference to Exhibit 10.6 to iTurf's Registration Statement on Form S-1
      (Registration No. 333-71123))
10.7  Form of Customer Service Agreement (incorporated by reference to Exhibit
      10.7 to iTurf's Registration Statement on Form S-1 (Registration No.
      333-71123))
10.8  Form of Letter Agreement between dELiA*s and iTurf (regarding a sale of
      control by dELiA*s) (incorporated by reference to Exhibit 10.8 to iTurf's
      Registration Statement on Form S-1 (Registration No. 333-71123))
10.9  1999 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to
      iTurf's Registration Statement on Form S-1 (Registration No. 333-71123))
10.10 Employment Agreement between iTurf and Stephen I. Kahn (incorporated by
      reference to Exhibit 10.10 to iTurf's Registration Statement on Form S-1
      (Registration No. 333-71123))
10.11 Employment Agreement between iTurf and Alex S. Navarro (incorporated by
      reference to Exhibit 10.11 to iTurf's Registration Statement on Form S-1
      (Registration No. 333-71123))
10.12 Employment Agreement between iTurf and Oliver Sharp (incorporated by
      reference to Exhibit 10.12 to iTurf's Registration Statement on Form S-1
      (Registration No. 333-71123))
10.13 Employment Agreement between iTurf and Dennis Goldstein (incorporated by
      reference to Exhibit 10.13 to iTurf's Registration Statement on Form S-1
      (Registration No. 333-71123))
10.14 TSISoccer.com Asset Transfer Agreement, dated April 1, 1999, between iTurf
      and TSI Soccer Corporation (incorporated by reference to Exhibit 10.14 to
      iTurf's Registration Statement on Form S-1 (Registration No. 333-71123))
10.15 Subscription Agreement, dated April 1, 1999, between iTurf Delaware
      Investment Company and dELiA*s (incorporated by reference to Exhibit 10.15
      to iTurf's Registration Statement on Form S-1 (Registration No.
      333-71123))
10.16* Advertising Agreement between iTurf and America Online, Inc., dated May
       4, 1999**
27.1* Financial Data Schedule


*    Filed herewith
**   Confidential treatment requested as to certain portions, which portions
     have been omitted and filed separately with the SEC.

<PAGE>

                                                                   Exhibit 10.16

                                                               EXECUTION VERSION

THE REGISTRANT HAS OMITTED FROM THIS EXHIBIT 10.16 PORTIONS OF THE AGREEMENT FOR
WHICH THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FROM THE SECURITIES
AND EXCHANGE COMMISSION. THE PORTIONS OF THE AGREEMENT FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. SUCH OMITTED PORTIONS HAVE BEEN MARKED WITH THREE PLUS
SIGNS ("+++").

AOL ADVERTISING INSERTION ORDER

CONTRACT #:
AOL SALESPERSON:___________ Credit approval received ____ SALES COORDINATOR:
DATE: 05/4/99

<TABLE>
<CAPTION>
=================================================================================================================================
                                                            ADVERTISER                              ADVERTISING AGENCY
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                          <C>
            Contact Person                                PAUL MLADINEO
- ---------------------------------------------------------------------------------------------------------------------------------
             Company Name                                   iTurf Inc.
- ---------------------------------------------------------------------------------------------------------------------------------
           Address - Line 1                        435 Hudson Street, 3rd Floor
- ---------------------------------------------------------------------------------------------------------------------------------
           Address - Line 2                          New York, NY 10014-3941
- ---------------------------------------------------------------------------------------------------------------------------------
                Phone #                                    212-547-7977
- ---------------------------------------------------------------------------------------------------------------------------------
                 Fax #                                     212-807-9069
- ---------------------------------------------------------------------------------------------------------------------------------
                 Email                                    [email protected]
- ---------------------------------------------------------------------------------------------------------------------------------
               SIC Code                                        5961
- ---------------------------------------------------------------------------------------------------------------------------------
        Advertiser IAB Category
- -----------------------------------------------------------------------------------------
      Description of Advertiser's                      Teen Interests Site
            Product/Service
=================================================================================================================================

<CAPTION>
=================================================================================================================================
                                                        BILLING INFORMATION
- ---------------------------------------------------------------------------------------------------------------------------------
    Send Invoices to (choose one):                           ADVERTISER                                  AGENCY
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                          <C>
 Advertiser or Agency Billing Contact                   ALL SAME AS ABOVE
                Person
- ---------------------------------------------------------------------------------------------------------------------------------
             Company Name
- ---------------------------------------------------------------------------------------------------------------------------------
       Billing Address - Line 1
- ---------------------------------------------------------------------------------------------------------------------------------
       Billing Address - Line 2
- ---------------------------------------------------------------------------------------------------------------------------------
            Billing Phone #
- ---------------------------------------------------------------------------------------------------------------------------------
             Billing Fax #
- ---------------------------------------------------------------------------------------------------------------------------------
         Billing Email Address
- ---------------------------------------------------------------------------------------------------------------------------------
         P.O. #, if applicable
</TABLE>

<PAGE>

                                                               EXECUTION VERSION

This Agreement, dated as of May 4, 1999 (the "Effective Date"), is made and
entered into by and between America Online, Inc. ("AOL"), a Delaware
corporation, with its principal offices at 22000 AOL Way, Dulles, Virginia 20166
and iTurf Inc. ("Advertiser"), a Delaware corporation with its principal offices
at 435 Hudson Street, 3rd Floor, New York, NY 10014-3941 (each a "Party" and
collectively the "Parties").

BILLING SCHEDULE/GUARANTEED PAYMENT. Advertiser will pay AOL a non-refundable
guaranteed payment of eight million eighty-six thousand seven hundred and ninety
six dollars (US $8,086,796) as follows:

      A.    Upon execution of this Agreement, Advertiser shall pay AOL two
            million dollars (US $2,000,000);
      B.    On August 3, 1999, Advertiser shall pay AOL one million dollars (US
            $1,000,000);
      C.    On November 3, 1999, Advertiser shall pay AOL one million dollars
            (US $1,000,000);
      D.    On February 3, 2000 Advertiser shall pay AOL one million dollars (US
            $1,000,000);
      E.    On May 3, 2000, Advertiser shall pay AOL one million dollars (US
            $1,000,000);
      F.    On August 3, 2000, Advertiser shall pay AOL one million dollars (US
            $1,000,000);
      G.    On November 3, 2000, Advertiser shall pay AOL one million eighty six
            thousand seven hundred ninety six dollars (US $1,086,796).

LATE PAYMENTS; WIRED PAYMENTS. All amounts owed hereunder not paid when due and
payable will bear interest from the date such amounts are due and payable at the
prime rate in effect at such time. All payments required hereunder will be paid
in immediately available, non-refundable U.S. funds wired to the "America
Online" account, Account Number 323070752 at The Chase Manhattan Bank, 1 Chase
Manhattan Plaza, New York, NY 10081 (ABA: 021000021). In the event of
nonpayment, AOL reserves the right to terminate this Insertion Order Agreement
with written notice to Advertiser if nonpayment is not cured after five (5)
business days.

================================================================================

<TABLE>
<CAPTION>
=================================================================================================================================
                                                            AOL NETWORK
- ---------------------------------------------------------------------------------------------------------------------------------
                                                             INVENTORY
- ---------------------------------------------------------------------------------------------------------------------------------
                                             DISPLAY    DISPLAY                         # OF AD
   AOL INVENTORY/DEMOGRAPHIC* PURCHASED        START       STOP          AD TYPE        SLOTS       TOTAL GROSS PRICE    TOTAL
                                               DATE        DATE                         PURCHASED                     IMPRESSIONS
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>        <C>            <C>            <C>           <C>                <C>
SEE EXHIBIT A ATTACHED
- ---------------------------------------------------------------------------------------------------------------------------------
    * Attach completed AOL Demographic                                                   TOTALS:
             Profile Worksheet
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                ART
- ---------------------------------------------------------------------------------------------------------------------------------

           All necessary artwork and active URL's must be provided by advertiser
3 business days prior to start date.

                                             ARTWORK REQUIRED FROM ADVERTISER/AGENCY:
<PAGE>

                                                               EXECUTION VERSION

 234x60 IAB Standard /10k Max      145x30 Old Standard /10k Max      120x60 Shopping/10k Max
175x45 Chat/Mail in-box/10k Max       197x40 PF Area/10k Max       468x60 IAB Standard/10k Max

                                               * STATIC BANNERS ONLY, NO ANIMATION *

              Linking URL: The HTTP/URL address to be connected to the Advertisement shall be: http://www.iTurf.com,
                www.delias.com www. Droog.com, www.dotdotdash.com, www.storybookheirlooms.com, www.tsisoccer.com,
     www.contentsonline.com, www.gurl.com (each, an "Affiliated Advertiser Site" and collectively, together with the Licensed
                     Content (as defined in Section 12 of Exhibit C hereto, the "Affiliated Advertiser Sites")
                                                  PLEASE SEND ARTWORK AND URL TO:

                                                        [email protected]

                                             PLEASE COPY ALL ARTWORK TO: [email protected]

 AOL reserves the right to immediately cancel any advertising flight in the event of a material change to the nature or content of
                                               the site linked to the Advertisement.
=================================================================================================================================
</TABLE>

<TABLE>
<CAPTION>
=================================================================================================================================
                                                   ADVERTISING PURCHASE SUMMARY
- ---------------------------------------------------------------------------------------------------------------------------------
                                                 TOTAL PRICE                          TOTAL IMPRESSIONS                  CPM
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                                          <C>                   <C>
           AOL Networks                         $8,086,796.00                                +++
- ---------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------
       Total Purchase Price                     $8,086,796.00                                +++
- ---------------------------------------------------------------------------------------------------------------------------------
     < Less Agency Discount >
=================================================================================================================================

                                     ============================================================================================
                                                $8,086,796.00                                +++
                                     --------------------------------------------------------------------------------------------
                                              NET PURCHASE PRICE                 TOTAL GUARANTEED IMPRESSIONS
                                     ============================================================================================
</TABLE>

ADVERTISER PRODUCTS. The categories of Products to be offered or promoted by
Advertiser in the Advertisements are solely as follows: apparel (e.g., shoes,
shirts, shorts, etc.), accessories (e.g., bracelets, bags, belts, etc.), home
furnishings (e.g., bedsets, shelves, etc.), soccer-related sporting goods (e.g.,
cleats, training shoes, shinguards, shorts, etc.), and interactive content for
teen girls (e.g., "shoutout" boards, editorials, polls, news, etc.)
(collectively, the "Advertiser Products"); PROVIDED, HOWEVER in no event will
Advertiser promote, or be entitled to promote, any fragrance, cosmetic or school
uniform item through any AOL-controlled screens. Notwithstanding anything to the
contrary contained herein, Advertiser may offer cosmetics products on the
Affiliated Advertiser Sites, PROVIDED that (i) such products are not promoted in
the content of any advertisement or promotion situated on the AOL Network which
links to the Advertiser Affiliated Sites, and (ii) the promotions or
advertisements for, or offers of, such cosmetics products on any Affiliated
Advertiser Site (other than in any "pull down" menus contained thereon) shall be
at least two (2) clicks away from the main screen of any such Affiliated
Advertiser Site.

IMPRESSIONS COMMITMENT. In the event AOL delivers the impression commitment
provided for hereunder prior to the Display Stop Date, AOL may, at its option,
discontinue display of Non-Permanent Advertisements at such earlier time;
PROVIDED, HOWEVER, that AOL shall not discontinue any Permanent Advertisements
prior to the Display Stop Date set forth herein for such Permanent
Advertisements. Any guarantees are to impressions (as measured by AOL in
accordance with its standard methodologies and protocols), not "click-throughs."
In the event there is (or will be in AOL's reasonable judgment) a shortfall in
impressions as of the end of a display period (a "Shortfall"), such Shortfall
shall not be considered a breach of the Agreement by AOL: instead, AOL will, as
Advertiser's sole remedy, either (i) provide Advertiser with "makegood"
impressions through comparable advertisement placements which have a total
value, based on AOL's then-current advertising rate card, equal to the value of
such Shortfall or (ii) extend the Advertiser's promotion in integrated areas
until such time as the impressions Shortfall has been delivered; PROVIDED,
HOWEVER, that in the event that AOL fails to deliver the entire Impressions
Shortfall to Advertiser within six (6) months following the expiration of the
NPA Initial Term or the PA Initial Term (as the case may be, and each as defined
below), Advertiser shall have the right to receive a refund equal to the portion
of the Shortfall undelivered as of such date. To the extent impressions
commitments are identified without regard to specific placements, such
placements will be as mutually agreed upon by AOL and Advertiser during the
course of the display period. AOL reserves the right, upon consultation with
Advertiser, to alter Advertiser flight dates to accommodate trafficking needs or
other operational needs. In such cases, AOL will make available to Advertiser
reasonably equivalent flights. For the avoidance of doubt, any contextual or
editorial link to the Licensed Content (as defined below) that is not Advertiser
branded (i.e., that do not contain an Advertiser Mark (as defined in Section 12
of Exhibit C)) shall not constitute an impression for purposes of this
Agreement; PROVIDED, HOWEVER, that on any page
<PAGE>

                                                               EXECUTION VERSION

containing (i) a Permanent Advertisement or Non-Permanent Advertisement and (ii)
an Advertiser-branded contextual or editorial link, AOL shall be credited with
no more than one (1) impression per user exposure to any such page.

TERM. Unless earlier terminated as set forth herein, the initial term of this
Agreement with respect to Non-Permanent Advertisements (the "NPA Initial Term")
shall begin on the earlier of (i) the first Display Date or (ii) July 1, 1999,
and shall end on the earlier of (x) the date on which AOL has completely
satisfied its Impressions commitment with respect to such Non-Permanent
Advertisements (as set forth on Exhibit A hereto) or (y) the twenty-four (24)
month anniversary of the first Display Date. The initial term of this Agreement
with respect to the Permanent Advertisements except for Home Furnishings (the
"PA1 Initial Term") shall begin July 1, 1999 (or the date of the "launch" of the
AOL Shopping Apparel Kids, Teens, and Athletics channels) and shall end on March
31, 2001. The initial term of this Agreement with respect to the Permanent
Advertisements for Home Furnishings (the "PA2 Initial Term") shall begin
September 1, 1999 (or the date of the "launch" of the AOL Shopping Home
Furnishings Channel) and shall end on May 31, 2001. Notwithstanding the
foregoing, in the event that due to a technical problem of AOL, AOL is unable to
launch any of the Permanent Advertisements (an "AOL Launch Technical Problem")
as of the relevant date established therefor in this Section, the PA1 Initial
Term or the PA2 Initial Term (as the case may be) shall be extended by one day
for each day of delay in launch (beyond any such target date(s)) due to an AOL
Launch Technical Problem.

REVENUE SHARING ARRANGEMENT. Advertiser shall pay AOL +++ percent (+++%) of all
Transaction Revenues generated during the Term after Advertiser has earned +++
Dollars (US$+++) in Transaction Revenues during the Term (including, without
limitation, during any Renewal Term).

RENEWAL TERM. Upon conclusion of the Initial Term, AOL will have the right to
renew the Agreement for successive one year renewal terms (each a "Renewal Term"
and together with the Initial Term, the "Term"). During any such Renewal Term:
(i) Advertiser will not be required to pay any guaranteed, fixed payment or
perform the cross-promotional obligations specified in this Agreement; (ii)
Advertiser will pay to AOL fifteen percent (15%) of Transaction Revenues
generated during the Renewal Term; and (iii) AOL will not be required to
undertake any specific fixed promotional/placement obligations or Impressions
commitments, PROVIDED that AOL will maintain at least one link to the Affiliated
Advertiser Sites at all times during the Renewal Term. A Renewal Term shall
automatically commence following the expiration of the Initial Term (or prior
Renewal Term, as the case may be), provided that AOL shall be entitled to
terminate any such Renewal Term with thirty (30) days prior written notice to
Advertiser.

STANDARD TERMS AND CONDITIONS. This Insertion Order incorporates by reference
AOL's standard advertising terms and conditions as they exist on the Effective
Date (the "Standard Terms"), including terms related to advertising material,
payment modifications, cancellation rights, usage data, limitations of
liability, disclaimers, indemnification, use of AOL member information and
miscellaneous legal terms. Among other things, the Standard Terms provide AOL
the right to cancel this Insertion Order Agreement on thirty days notice to
Advertiser (or upon such shorter notice as may be designated by AOL in the event
that AOL believes that further display of the Advertisement will expose AOL to
liability or other adverse consequences), in which case Advertiser shall only be
responsible for the pro-rata portion of payments attributable to the period
preceding such termination. The Standard Ad Terms appear at keyword "Standard Ad
Terms3" on the U.S.-based America Online brand service and at
"HTTP://MEDIASPACE.AOL.COM/ADTERMS3.HTML." A hard copy of the Standard Ad Terms
will be provided to advertiser upon request. ADVERTISER ACKNOWLEDGES THAT IT HAS
BEEN PROVIDED AN OPPORTUNITY TO REVIEW THE STANDARD TERMS AND AGREES TO BE BOUND
BY THEM.

ADDITIONAL PROVISIONS. This Insertion Order Agreement incorporates by reference
the provisions of Exhibits A, B, C and D attached hereto, which contains
additional terms and conditions related to the display of the Advertisements.
Terms not defined herein are defined on Exhibit B attached hereto.

AUTHORIZED SIGNATURES

In order to bind the parties to this Insertion Order Agreement, their duly
authorized representatives have signed their names below on the dates indicated.
This Agreement (including the Standard Terms incorporated by reference) shall be
binding on both parties when signed on behalf or each party and delivered to the
other party (which delivery may be accomplished by facsimile transmission of the
signature pages hereto).

AMERICA ONLINE, INC.                            ITURF INC.


By:  /s/ David Colburn                          By: /s/ Dennis Goldstein
(signature)                                     (signature)

David Colburn                                   Print Name: Dennis Goldstein
<PAGE>

                                                               EXECUTION VERSION

Senior Vice President, Business Affairs         Title:  Chief Financial Officer
                                                (Print or Type)

Date:                                           Date:
<PAGE>

                                                               EXECUTION VERSION

                                    EXHIBIT A

<TABLE>
<CAPTION>
               ITURF
                                    -----------------------------------                            ------------------------------
                                                                        FIRST YEAR    SECOND YEAR

                ECOMMERCE: SHOPPING
                                    ---------------------------------------------------------------------------------------------
           AOL, AOL.COM, CompuServe
<S>                                     <C>               <C>              <C>           <C>                   <C>          <C>
                                                                           (7/1/99 -     (4/1/00 -
                                                                           3/31/00)*     3/31/01)*
                                                      ---------------------------------------------------------------------------
                 BOYS TEENS APPAREL             DROOG             Cost           +++           +++                           +++
- ---------------------------------------------------------------------------------------------------------------------------------
                             ANCHOR                        Impressions           +++           +++             +++
- ---------------------------------------------------------------------------------------------------------------------------------
                GIRLS TEENS APPAREL           DELIA*S             Cost           +++           +++                           +++
- ---------------------------------------------------------------------------------------------------------------------------------
                             ANCHOR                        Impressions           +++           +++             +++
- ---------------------------------------------------------------------------------------------------------------------------------
              KIDS/ INFANTS APPAREL        DOTDOTDASH             Cost           +++           +++                           +++
- ---------------------------------------------------------------------------------------------------------------------------------
                        GOLD TENANT                        Impressions           +++           +++             +++
- ---------------------------------------------------------------------------------------------------------------------------------
              KIDS/ INFANTS APPAREL         STORYBOOK             Cost           +++           +++                           +++
- ---------------------------------------------------------------------------------------------------------------------------------
                        GOLD TENANT                        Impressions           +++           +++             +++
- ---------------------------------------------------------------------------------------------------------------------------------
         ATHLETIC SHOES AND APPAREL        TSI SOCCER             Cost           +++           +++                           +++
- ---------------------------------------------------------------------------------------------------------------------------------
                             ANCHOR                        Impressions           +++           +++             +++
- ---------------------------------------------------------------------------------------------------------------------------------

                                                      ---------------------------------------------
                                                                           (9/1/99 -     (6/1/00 -
                                                                           5/31/00)*     5/31/01)*
                                                      ---------------------------------------------
                   HOME FURNISHINGS      CONTENTS.COM             Cost           +++           +++                           +++
                                                      ---------------------------------------------
                     GOLD TENANT***                        Impressions           +++           +++             +++
                                                      ---------------------------------------------

                                    ------------------
                                                                           (7/1/99 -     (7/1/00 -
                                                                           6/30/00)*     6/30/01)*
- ---------------------------------------------------------------------------------------------------------------------------------
               ANCHOR TENANT AOGIRL                               Cost           +++           +++                           +++
                                    GURL
- ---------------------------------------------------------------------------------------------------------------------------------
                                                           Impressions           +++           +++             +++
- ---------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------                  ---------------------------------------------------------------------------
                              ICQ**                               Cost           +++           +++                           +++
- ---------------------------------------------------------------------------------------------------------------------------------
                                                           Impressions           +++           +++             +++
- ---------------------------------------------------------------------------------------------------------------------------------


                   TIER 1 INVENTORY
                                                      ---------------------------------------------------------------------------
             AOL KID'S ONLY CHANNEL
                                                                                     --------------
        Celebrity Birthday Specials                               Cost           +++           +++                           +++
- ---------------------------------------------------------------------------------------------------------------------------------
                                                           Impressions           +++           +++             +++
- ---------------------------------------------------------------------------------------------------------------------------------

                                                      ---------------------------------------------------------------------------
         Other Non-Kids Only Tier 1                               Cost           +++           +++                           +++
                          Inventory
- ---------------------------------------------------------------------------------------------------------------------------------
                                                           Impressions           +++           +++             +++
- ---------------------------------------------------------------------------------------------------------------------------------


                   TIER 2 INVENTORY
                                                      ---------------------------------------------------------------------------
             AOL.COM BACK TO SCHOOL                               Cost           +++           +++                           +++
<PAGE>

                                                               EXECUTION VERSION

- ------------------------------------                  ---------------------------------------------------------------------------
                      3 months 1999                        Impressions           +++           +++             +++
- ---------------------------------------------------------------------------------------------------------------------------------
                        6 months 00
- ---------------------------------------------------------------------------------------------------------------------------------

                                                      ---------------------------------------------------------------------------
               AOL NETWORK CHANNELS                               Cost           +++           +++                           +++
- ---------------------------------------------------------------------------------------------------------------------------------
   lifestyles, entertainment, kids,                        Impressions           +++           +++             +++
                   sports, families
- ---------------------------------------------------------------------------------------------------------------------------------


                   TIER 3 INVENTORY
                                                      ---------------------------------------------------------------------------
                    AOL NETWORK ROS                               Cost           +++           +++                           +++
- ---------------------------------------------------------------------------------------------------------------------------------
                                                           Impressions           +++           +++             +++
- ---------------------------------------------------------------------------------------------------------------------------------

                                                      ---------------------------------------------------------------------------
              BROAD REACH INVENTORY                               Cost           +++           +++                           +++
- ---------------------------------------------------------------------------------------------------------------------------------
      Teen Chat, Email, AOL NetFind                        Impressions           +++           +++             +++
- ---------------------------------------------------------------------------------------------------------------------------------

                                                      ---------------------------------------------------------------------------
                     RUN OF AOL.COM                               Cost           +++           +++                           +++
- ---------------------------------------------------------------------------------------------------------------------------------
                                                           Impressions           +++           +++             +++
- ---------------------------------------------------------------------------------------------------------------------------------


                                                                             Totals:                           +++    $8,086,796
</TABLE>

<PAGE>

                                                               EXECUTION VERSION

NOTES:

*Starting and ending dates subject to change, as set forth in the Section
entitled "Term" above.

**In the event that AOL is unable to deliver such Impressions, AOL shall have
the right to deliver comparable Impressions in other areas of the AOL Service,
AOL.com or CompuServe, which such Impressions shall count towards satisfaction
of the Impressions commitment hereunder.

***Home Furnishings Gold Tenant to begin September 1, 1999.

"AOL Shopping Anchor Tenant" shall include a permanent button and other
promotional opportunities which are substantially the same as other anchor
tenancies granted within the Apparel department of AOL Shopping during the
Initial Term.

"Run of Service Inventory" is a collection of inventory made up of all areas of
the AOL Service or other specified AOL property. If Advertiser has purchased Run
of Service Inventory, AOL will place Advertiser's creative in different
locations throughout the appropriate AOL property in accordance with AOL
internal policies. Run of Service Impressions will be delivered reasonably
evenly over the time period set forth in this Insertion Order. Advertiser may
not control placement within a Run of Service Inventory purchase and AOL does
not guarantee placement on any particular screen or group of screens.
<PAGE>

                                                               EXECUTION VERSION

                                    EXHIBIT B

                                   DEFINITIONS

ADVERTISER INTERACTIVE SITE. Any Interactive Site (other than the Affiliated
Advertiser Sites) which is managed, maintained, owned or controlled by
Advertiser or its agents.

ANCHOR TENANCIES. The Droog, Delia's, TSI Soccer and gURL Anchor Tenancies
referenced in Exhibit A hereto.

AOL.COM. AOL's primary Internet-based Interactive Site marketed under the
"AOL.COM(TM)" brand, specifically excluding (a) the AOL Service, (b) any
international versions of such site, (c) "ICQ," "AOL NetFind(TM)," "AOL Instant
Messenger(TM)," "NetMail(TM)" or any similar independent product or service
offered by or through such site or any other AOL Interactive Site, (d) any
programming or Content area offered by or through such site over which AOL does
not exercise complete operational control (including, without limitation,
Content areas controlled by other parties and member-created Content areas), (e)
Netscape Netcenter(TM), and any additional Netcenter products and services, (f)
any programming or Content area offered by or through the U.S. version of the
America Online(R) brand service which was operated, maintained or controlled by
the former AOL Studios division (e.g., Electra), (g) any yellow pages, white
pages, classifieds or other search, directory or review services or Content
offered by or through such site or any other AOL Interactive Site, (h) any
property, feature, product or service which AOL or its affiliates may acquire
subsequent to the Effective Date and (i) any other version of an America Online
Interactive Site which is materially different from AOL's primary Internet-based
Interactive Site marketed under the "AOL.COM(TM)" brand, by virtue of its
branding, distribution, functionality, Content and services, including, without
limitation, any co-branded versions and any version distributed through any
broadband distribution platform or through any platform or device other than a
desktop personal computer.

AOL MEMBER. Any authorized user of the AOL Service, including any sub-accounts
using the AOL Service under an authorized master account.

AOL NETWORK. (i) The AOL Service, (ii) AOL.com and (iii) any other product or
service owned, operated, distributed or authorized to be distributed by or
through AOL or its affiliates worldwide (and including those properties excluded
from the definitions of the AOL Service or AOL.com). It is understood and agreed
that the rights of Advertiser relate only to the AOL Service and AOL.com and not
generally to the AOL Network.

AOL PURCHASER. (i) any person or entity who enters any Affiliated Advertiser
Site from the AOL Network including, without limitation, from any third party
area therein (to the extent entry from such third party area is traceable
through both parties' commercially reasonable efforts), and generates
Transaction Revenues (regardless of whether such person or entity provides an
e-mail address during registration or entrance to any such Affiliated Advertiser
Site which includes a domain other than an "AOL.com" domain); and (ii) any other
person or entity who, when purchasing a product, good or service through an
Advertiser Interactive Site, provides an AOL.com domain name or a CompuServe.com
domain name as part of such person or entity's e-mail address and provided that
any person or entity who has previously satisfied the definition of AOL
Purchaser will remain an AOL Purchaser, and any subsequent purchases by such
person or entity (e.g., as a result of e-mail solicitations or any off-line
means for receiving orders requiring purchasers to reference a specific
promotional identifier or tracking code) will also give rise to Transaction
Revenues hereunder (and will not be conditioned on the person or entity's
satisfaction of clauses (i) or (ii) above).

AOL SERVICE. The standard narrow-band U.S. version of the America Online(R)
brand service, specifically excluding (a) AOL.com or any other AOL Interactive
Site, (b) the international versions of an America Online service (E.G., AOL
Japan), (c) the CompuServe(R) brand service and any other CompuServe products or
services (d) "Driveway," "ICQ(TM)," "AOL NetFind(TM)," "AOL Instant
Messenger(TM)," "Digital City," "NetMail(TM)," "Electra", "Thrive", "Real Fans",
"[email protected]", "Entertainment Asylum," "Hometown AOL" or any similar independent
product, service or property which may be offered by, through or with the U.S.
version of the America Online(R) brand service, (e) Netscape Netcenter(TM) and
any additional Netscape products or services, (f) any programming or Content
area offered by or through the U.S. version of the America Online(R) brand
service over which AOL does not exercise complete operational control
(including, without limitation, Content areas controlled by other parties and
member-created Content areas), (g) any yellow pages, white pages, classifieds or
other search, directory or review services or Content offered by or through the
U.S. version of the America Online(R) brand service, (h) any property, feature,
product or service which AOL or its affiliates may acquire subsequent to the
Effective Date and (i) any other version of an America
<PAGE>

                                                               EXECUTION VERSION

Online service which is materially different from the standard narrow-band U.S.
version of the America Online brand service, by virtue of its branding,
distribution, functionality, Content and services, including, without
limitation, any co-branded version of the service and any version distributed
through any broadband distribution platform or through any platform or device
other than a desktop personal computer.

AOL USER. Any user of the AOL Service, AOL.com or the AOL Network.

COMPUSERVE SERVICE. The standard, narrow-band U.S. version of the CompuServe(R)
brand service, specifically excluding (a) any international versions of such
service, (b) any web-based service including "compuserve.com" or any similar
product or service offered by or through the U.S. version of the CompuServe
brand service, (c) Content areas owned, maintained or controlled by CompuServe
affiliates or any similar "sub-service," (d) any programming or Content area
offered by or through the U.S. version of the CompuServe brand service over
which CompuServe does not exercise complete or substantially complete
operational control (e.g., third-party Content areas), (e) Netscape
Netcenter(TM) and any additional Netscape products or services, (f) any yellow
pages, white pages, classifieds or other search, directory or review services or
Content, (g) any co-branded or private label branded version of the U.S. version
of the CompuServe brand service, (h) any version of the U.S. version of the
CompuServe brand service which offers Content, distribution, services and/or
functionality materially different from the Content, distribution, services
and/or functionality associated with the standard, narrow-band U.S. version of
the CompuServe brand service, including, without limitation, any version of such
service distributed through any platform or device other than a desktop personal
computer and (i) any property, feature, product or service which CompuServe or
its affiliates may acquire, develop or launch subsequent to the Effective Date.

GOLD TENANCIES. The Dotdotdash, Storybook Heirlooms and Content.com Gold
Tenancies referenced in Exhibit A hereto.

ICQ SERVICE. The standard narrow-band English language version of the ICQ brand
communications and messaging service available in the U.S. (e.g., to U.S. based
ICQ Members), specifically excluding (a) ICQ.com or any other ICQ Interactive
Site, (b) the international / non-English language versions of an ICQ service,
(c) "ICQ It!" or any other independent product, service or property which may be
offered by, through or with the English language version of the ICQ brand
service, (d) any programming or Content area offered by or through the English
language version of the ICQ brand service over which ICQ does not exercise
complete operational control (including, without limitation, Content areas
controlled by other parties and member-created Content areas), (e) Netscape
Netcenter(TM) and any additional Netscape products or services, (f) any yellow
pages, white pages, classifieds or other search, directory or review services or
Content offered by or through the English language version of the ICQ brand
service, (g) any property, feature, product or service which ICQ or its
affiliates may acquire subsequent to the Effective Date and (h) any other
version of an ICQ service which is materially different from the standard
narrow-band English language version of the ICQ brand service, by virtue of its
branding, distribution, functionality, Content or services, including, without
limitation, any co-branded version of the service or any version distributed
through any broadband distribution platform or through any platform or device
other than a desktop personal computer.

NETSCAPE NETCENTER. The standard narrow-band U.S. version of the Netscape
Communications Corporation's Netcenter(TM) brand service, specifically excluding
(a) the AOL Service (b) AOL.com or any other AOL Interactive Site, (c) the
international versions of an America Online service (E.G., AOL Japan), (d) the
CompuServe(R) brand service and any other CompuServe products or services (e)
"ICQ(TM)," "AOL NetFind(TM)," "AOL Instant Messenger(TM)," "Digital City,"
"NetMail(TM)," "Electra", "Thrive", "Real Fans", "[email protected]", "Entertainment
Asylum," "Hometown AOL" or any similar independent product, service or property
which may be offered by, through or with the U.S. version of the America
Online(R) brand service, (f) any programming or Content area offered by or
through the U.S. version of the America Online(R) brand service over which AOL
does not exercise complete operational control (including, without limitation,
Content areas controlled by other parties and member-created Content areas), (g)
any yellow pages, white pages, classifieds or other search, directory or review
services or Content offered by or through the U.S. version of the America
Online(R) brand service, (h) any property, feature, product or service which AOL
or its affiliates may acquire subsequent to the Effective Date and (i) any other
version of an America Online service which is materially different from the
standard narrow-band U.S. version of the America Online brand service, by virtue
of its branding, distribution, functionality, Content and services, including,
without limitation, any co-branded version of the service and any version
distributed through any broadband distribution platform or through any platform
or device other than a desktop personal computer.

NON-PERMANENT ADVERTISEMENTS. The Tier 1 Inventory (including the ICQ inventory
but excluding both the Anchor Tenancies and Gold Tenancies), Tier 2 Inventory,
and Tier 3 Inventory set forth on
<PAGE>

                                                               EXECUTION VERSION

Exhibit A hereto.

PERMANENT TENANCIES. The Anchor Tenancies and Gold Tenancies.

PRODUCT. Any product, good or service which Advertiser (or others acting on its
behalf or as distributors) offers, sells, provides, distributes or licenses to
AOL Users directly or indirectly through (i) any Affiliated Advertiser Site
(including through any Interactive Site linked thereto), (ii) any Advertiser
Interactive Site (including through any Interactive Site linked thereto, (iii)
any other electronic means directed at AOL Users (e.g., e-mail offers), or (iv)
an "offline" means (e.g., toll-free number) for receiving orders related to
specific offers within any Affiliated Advertiser Site or any Advertiser
Interactive Site requiring purchasers to reference a specific promotional
identifier or tracking code, including, without limitation, products sold
through surcharged downloads (to the extent expressly permitted hereunder).

TRANSACTION REVENUES. The aggregate amounts paid by AOL Purchasers in connection
with the sale, licensing, distribution or provision of any Products, including,
in each case, handling, shipping, service charges, and excluding, in each case,
(i) amounts collected for sales or use taxes or duties and (ii) credits and
chargebacks for returned or canceled goods or services, less cost of goods sold
or any similar cost.
<PAGE>

                                                               EXECUTION VERSION

                                    EXHIBIT C
                                ADDITIONAL TERMS

1.    CONTENT OF AFFILIATED ADVERTISER SITES. The parties hereby expressly
      acknowledge and agree that (i) Advertiser has purchased the Advertisement
      for the express purpose of promoting the Advertiser Products and (ii) the
      Advertisements will only promote the Advertiser Products. Additionally,
      the Affiliated Advertiser Sites will only offer the categories of Products
      (as described above) and content related thereto (except to the extent
      otherwise mutually agreed upon by the Parties including as contemplated by
      the "Advertiser Products" paragraph in the attached AOL Advertising
      Insertion Order). Advertiser will ensure that the prices, terms and
      conditions for the Products in the Affiliated Advertiser Sites are no less
      favorable than the prices, terms and conditions on which the Advertiser
      Products or substantially similar products are offered by or on behalf of
      Advertiser through any other distribution channels.

2.    CUSTOMIZED AFFILIATED ADVERTISER SITES. Advertiser shall customize the
      Affiliated Advertiser Sites for AOL Users as follows:

      (a)   ensure that AOL Users linking to any Affiliated Advertiser Site do
            not receive advertisements, promotions or links for any entity
            reasonably construed to be in competition with AOL or otherwise in
            violation of AOL's then-standard advertising policies or exclusivity
            or premier commitments to third parties; and

      (b)   provide continuous navigational ability for AOL Members and Users to
            return to an agreed-upon point on the AOL service or AOL.com (for
            which AOL shall supply the proper address) from Affiliated any
            Advertiser Site (e.g., the point on the AOL service or AOL.com from
            which any such Affiliated Advertiser Site is linked), which, at
            AOL's option, may be satisfied through the use of a hybrid browser
            format (e.g., through a "back" icon or similar function that will
            take such AOL Member back to the area of the AOL Network from which
            such AOL Member has come to any such Affiliated Advertiser Site).

      Advertiser shall allow appropriate AOL personnel to have access to the
      Affiliated Advertiser Sites for the purpose of reviewing such site to
      determine compliance with the provisions of this Section 2.

3.    MANAGEMENT. Advertiser shall design, create, edit, manage, update, and
      maintain the Affiliated Advertiser Sites. Except as specifically provided
      for herein, AOL shall have no obligations of any kind with respect to the
      Affiliated Advertiser Sites. Advertiser shall be responsible for any
      hosting or communication costs associated with the Affiliated Advertiser
      Sites (including, without limitation, the costs associated with (i) any
      agreed-upon direct high-speed connections between the AOL Network and the
      Affiliated Advertiser Sites that AOL deems necessary or (ii) a mirrored
      version of any Affiliated Advertiser Site).

4.    TAXES. Advertiser will collect and pay and indemnify and hold AOL harmless
      from, any sales, use, excise, import or export value added or similar tax
      or duty not based on AOL's income, including any penalties and interest,
      as well as any costs associated with the collection or withholding
      thereof, including reasonable attorneys' fees.

5.    OPERATING STANDARDS. Advertiser will ensure that each of the Affiliated
      Advertiser Sites complies at all times with the operating standards
      attached hereto as Exhibit D. In the event Advertiser fails to comply with
      AOL's operating standards, AOL will have the right (in addition to any
      other remedies available to AOL hereunder) to decrease the placement of
      the Advertisements it provides to Advertiser hereunder (and to decrease or
      cease any other contractual obligation hereunder) until such time as
      Advertiser corrects its non-compliance (and in such event, AOL will be
      relieved of the proportionate amount of any Advertisement placement
      commitment made to Advertiser by AOL hereunder corresponding to such
      decrease in placements).

6.    SHOPPING CHANNEL PROMOTIONS.

      6.1 SALES AND IMPRESSION/CLICK THROUGH REPORTS. Advertiser will provide
      AOL in an automated manner with a monthly report in an AOL-designated
      format, detailing the following activity in such period on each Advertiser
      Affiliated Site (and any other information mutually agreed upon by the
      parties or reasonably required for measuring revenue activity by
      Advertiser through the Affiliated Advertiser Sites): summary sales
      information by day (date, number of products sold in the aggregate and by
      category,
<PAGE>

                                                               EXECUTION VERSION

      number of orders, total Transaction Revenues). More generally, each
      payment to be made by Advertiser pursuant to the revenue sharing
      provisions hereof, will be accompanied by a report containing information
      which supports the payment. In addition, AOL will provide Advertiser in an
      automated manner with a monthly report in an AOL-designated format,
      detailing the following activity in such period (and any other information
      mutually agreed upon by the parties or reasonably required for measuring
      impression and click through activity by AOL): summary impression and
      other information provided to other AOL partners pursuant to advertising
      insertion orders similar to this Agreement.

      6.2 SPECIAL OFFERS/MEMBER BENEFITS. Advertiser will generally promote
      through the Affiliated Advertiser Sites any special or promotional offers
      made available by or on behalf of Advertiser through any other
      distribution channels. In addition, Advertiser shall promote through the
      Affiliated Advertiser Sites on a regular and consistent basis, special
      offers exclusively available to AOL users (the "AOL Special Offers"). AOL
      Special Offers made available by Advertiser shall provide a substantial
      benefit to AOL users, either by virtue of a meaningful price discount,
      product enhancement, unique service benefit or other special feature.
      Advertiser will provide AOL with reasonable prior notice of AOL Special
      Offers so that AOL can market the availability of such AOL Special Offers
      in the manner AOL deems appropriate in its editorial discretion.

      6.3 AOL QUICK CHECKOUT. Advertiser will take all reasonable steps
      necessary to conform its promotion and sale of Products through the
      Affiliated Advertiser Sites to the then-existing commerce technologies
      made available to Advertiser by AOL, including without limitation AOL's
      "quick checkout" tool which allows AOL Users to enter payment and shipping
      information which is then passed from AOL's centralized server unit to
      Advertiser for order fulfillment ("AOL Quick Checkout"). AOL will make all
      reasonable efforts to provide the tools for the Advertiser to enable the
      Affiliated Advertiser Sites with the AOL Quick Checkout technology and
      functionality. Collection, storage and disclosure of information which
      Advertiser provides to AOL, will be subject to AOL's privacy policy and
      all confidentiality requirements hereunder. To the extent that any
      Affiliated Advertiser Site includes AOL's Quick Checkout, Advertiser will
      ensure that the AOL Quick Checkout on any such Site is of equal placement
      and promotion prominence to other available payment options.

      6.4 MERCHANT CERTIFICATION PROGRAM. Advertiser will participate in any
      generally applicable "Certified Merchant" program operated by AOL or its
      authorized agents or contractors. Such program may require Advertiser
      participants on the Shopping Channel on an ongoing basis to meet certain
      reasonable standards relating to provision of electronic commerce through
      the AOL Service, AOL.com and the CompuServe Service and may also require
      the payment of certain reasonable certification fees to AOL or its
      authorized agents or contractors operating the program.

      6.5 BIZRATE SURVEY. Advertiser agrees to (i) participate in the BizRate(R)
      Program, a service offered by Binary Compass Enterprises, Inc. (BCE),
      which provides opt-in satisfaction surveys to Users who purchase Products
      through such Affiliated Advertiser Sites or such other provider of such
      services as AOL may designate or approve from time to time, and (ii)
      provide a link to BizRate's then-current standard survey forms, or such
      other survey forms offered by any other party that AOL may reasonably
      designate or approve from time to time. Advertiser's participation shall
      be based upon a separate written agreement which Advertiser will enter
      into with BCE, or other such party reasonably designated or approved by
      AOL. Advertiser hereby authorizes BCE to provide to AOL any and all
      reports provided to Advertiser by BCE, or other third party providing such
      services, and agrees to provide written notice of such authorization to
      BCE, or such other third party.

      6.6 CUSTOMER SERVICE. It is the sole responsibility of Advertiser to
      provide customer service to persons or entities purchasing Products
      through the AOL Service, AOL.com or the CompuServe Service ("Customers").
      Advertiser will bear full responsibility for all customer service,
      including without limitation, order processing, billing, fulfillment,
      shipment, collection and other customer service associated with any
      Products offered, sold or licensed through each Advertiser Site, and AOL
      will have no obligations whatsoever with respect thereto. Advertiser will
      receive all emails from Customers via a computer available to Advertiser's
      customer service staff and generally respond to such emails within one
      business day of receipt. Advertiser will receive all orders electronically
      and generally process all orders within one business day of receipt,
      provided Products ordered are not advance order items. Advertiser will
      ensure that all
<PAGE>

                                                               EXECUTION VERSION

      orders of Products are received, processed, fulfilled and delivered on a
      timely and professional basis. Advertiser will offer AOL Users who
      purchase Products through such Affiliated Advertiser Sites a money-back
      satisfaction guarantee. Advertiser will bear all responsibility for
      compliance with federal, state and local laws in the event that Products
      are out of stock or are no longer available at the time an order is
      received. Advertiser will also comply with the requirements of any
      federal, state or local consumer protection or disclosure law. Payment for
      Products will be collected by Advertiser directly from customers.
      Advertiser's order fulfillment operation will be subject to AOL's
      reasonable review.

7.    CROSS-PROMOTION.

      A. Within each Affiliated Advertiser Site, Advertiser may include either
      of the following (collectively, the "AOL Promos"): (i) a prominent
      promotional banner or button (at least 90 x 30 pixels or 70 x 70 pixels in
      size) appearing on the first or other screens (as mutually agreed upon by
      Advertiser and AOL) of the Affiliated Advertiser Sites, to promote such
      AOL products or services as AOL may designate (for example, the America
      Online(R) brand service, the CompuServe(R) brand service, the AOL.com(R)
      site, any of the Digital City services or the AOL Instant Messenger(TM)
      service); or (ii) a prominent "Try AOL" feature (at least 90 x 30 pixels
      or 70 x 70 pixels in size) through which users can obtain promotional
      information about AOL products or services designated by AOL and, at AOL's
      option, download or order the then-current version of client software for
      such AOL products or services. AOL will provide the creative content to be
      used in the AOL Promos (including designation of links from such content
      to other content pages). Advertiser shall post (or update, as the case may
      be) the creative content supplied by AOL within the spaces for the AOL
      Promos within ten (10) days of its receipt of such content from AOL.
      Without limiting any other reporting obligations of the Parties contained
      herein, Advertiser shall provide AOL with monthly written reports
      specifying the number of impressions to the pages containing the AOL
      Promos during the prior month. In the event that AOL elects to serve the
      AOL Promos to any Affiliated Advertiser Site from an ad server controlled
      by AOL or its agent, Advertiser shall take all reasonable operational
      steps necessary to facilitate such ad serving arrangement including,
      without limitation, inserting HTML code designated by AOL on the pages of
      the Affiliated Advertiser Sites on which the AOL Promos will appear. In
      addition, within each Affiliated Advertiser Site, Advertiser shall provide
      prominent promotion for the keywords granted to Advertiser hereunder. To
      the extent that the foregoing programs result in subscribers (for three
      (3) consecutive months, exclusive of any standard free trial periods
      offered by AOL) to the America Online(R) brand service, AOL will pay
      Advertisers a fee equal to AOL's standard bounty fees for marketing
      relationships of this kind, taking into account all relevant costs.

      B. In Advertiser's television, radio, print and "out of home" (e.g., buses
      and billboards) advertisements and in any publications, programs, features
      or other forms of media over which Advertiser exercises at least partial
      editorial control, Advertiser will include specific references or mentions
      (verbally where possible) of the availability of the Affiliated Advertiser
      Sites through the AOL Service. Without limiting the generality of the
      foregoing, Advertiser's listing of the "URL" for any Advertiser Web Site
      will be accompanied by an equally prominent listing of the "keyword" term
      on AOL for the Affiliated Advertiser Sites (except in the event that the
      Advertiser's "URL" is the most or second-most prominently displayed item
      in a particular advertisement, in which case such restriction shall not
      apply). Advertiser will not implement or authorize any promotion similar
      in any respect (including, without limitation, in scope, purpose, amount,
      prominence or regularity) to the promotion required or provided pursuant
      to this Cross Promotion Section for any other entity reasonably construed
      to be competitive to AOL. In addition, in the event that Advertiser
      promotes any other interactive service in any of its advertisements
      described in this paragraph B, Advertiser shall ensure that AOL shall
      receive a promotion no less prominent than any such other interactive
      service in such advertisement.

8.    REDESIGN. In the event that, at any time during any relevant display
      period, AOL redesigns, or modifies the organization, structure, "look and
      feel," navigation and other elements of the Shopping Channel or other AOL
      property on which Advertiser is to receive Permanent or Non-Permanent
      Advertisements pursuant to Exhibit A hereof, AOL shall provide Advertiser
      as its sole remedy, one comparable promotional placement for each such
      Advertisement upon which any such redesign or modification has a material
      adverse effect.
<PAGE>

                                                               EXECUTION VERSION

9.    SEARCH TERMS. To the extent that Advertiser has requested, or does in the
      future request, that Advertiser's Advertisements be displayed in
      connection with any particular search term(s) within an AOL product or
      service, such request shall constitute a representation and warranty by
      Advertiser that Advertiser has all consents, authorizations, approvals,
      licenses, permits, or other rights necessary for Advertiser to use such
      search term(s).

10.   NAVIGATION. AOL will be entitled to establish navigational icons, links
      and pointers connecting the Affiliated Advertiser Sites (or portions
      thereof) with other content areas on or outside of the AOL Network.
      Additionally, in cases where an AOL User performs a search for Advertiser
      through any search or navigational tool or mechanism that is accessible or
      available through the AOL Network (e.g., Promotions, Keyword Search Terms,
      or any other similar promotions or navigational tools), AOL shall have the
      right to direct such AOL User to any Affiliated Advertiser Site, or any
      other Advertiser Interactive Site determined by AOL in its reasonable
      discretion.

11.   KIDS ONLY AND TEENS PROMOTIONS. For every promotion, banner or button in
      the (i) Kids Only area, Advertiser will ensure that that all Content
      distributed on or through the Advertisements and any Advertiser Affiliated
      Site which is targeted to children's age groups, including but not limited
      to Content designated as such by AOL, complies with the AOL Kids Policy
      and (ii) AOL Teens Channel, Advertiser will ensure that all Content
      distributed on or through the Advertisements and any Affiliated Advertiser
      Site which is targeted to such teen age groups, including but not limited
      to Content designated as such by AOL, complies with the relevant AOL Young
      Teens and Mature Teens Policies (the Kids Policies, together with the
      Young Teens and Mature Teens Policies collectively referred to herein as
      the "Kids Policies") including (in each case) any viewruling obligations.
      Advertiser shall notify AOL in writing whenever it intends to distribute
      Advertising content for these age groups on or through any such Advertiser
      Affiliated Site to ensure proper age restriction categorization.
      Advertiser acknowledges and agrees that (i) any such promotion in the Kids
      Only area may require Advertiser to explicitly designate such promotion as
      an advertisement, or promotion, or any other term as designated by AOL at
      it sole discretion. Advertiser hereby acknowledges and agrees that all
      Advertiser promotions made pursuant to this Section shall comply with (i)
      AOL's Standard Ad Terms and Conditions appearing at keyword "Standard Ad
      Terms3" on the U.S.-based America Online brand service and at
      http://mediaspace.aol.com/adterms3.html, (ii) the Kids Policies and (iii)
      all applicable laws, rules and regulations related to the sale of the
      Advertiser Products (or the provision of related Content or services) to
      children and teens (collectively, the "Applicable Children's Laws"), and
      Advertiser hereby agrees to indemnify, defend and hold harmless AOL and
      its officers, directors, agents, affiliates, distributors, franchises and
      employees from and against any and all claims, actions, liabilities,
      losses, expenses, damages and costs (including, without limitation,
      reasonable attorneys' fees) that arise or are incurred in connection with
      any violation of such Standard Ad Terms, Kids Policies or Children's Laws.
      In the event that Advertiser violates any term of the Kids Policies or the
      Standard Ad Terms, AOL shall have the right, upon notice to MP, to suspend
      the display of the Non-Permanent and Permanent Advertisements, and to
      decrease on a PRO RATA basis the Impressions commitment hereunder until
      such time as Advertiser has corrected such non-compliance; PROVIDED,
      HOWEVER, that in such event, AOL will be relieved of the proportionate
      amount of any promotional and Impressions commitments made to MP by AOL
      hereunder corresponding to such decrease in (or suspension of) such
      promotion or Impressions during such period of non-compliance; PROVIDED,
      FURTHER, that in the event that Advertiser has failed to cure such
      non-compliance within thirty (30) days following notice by AOL, AOL shall
      have the right to terminate this Agreement immediately without further
      obligation or liability to Advertiser. In the event that Advertiser fails
      to comply with any Applicable Children's Law, AOL shall have the right to
      terminate this Agreement immediately.

12.   CONTENT AND TRADEMARK LICENSE. Advertiser hereby grants AOL, during the
      Term, a non-exclusive, royalty-free worldwide license to market, license,
      distribute, reproduce, adapt, display, perform, transmit and promote,
      solely for the purposes set forth in this Agreement, all content offered
      through the Affiliated Advertiser Sites pursuant to this Agreement or
      otherwise provided by Advertiser or its agents in connection herewith
      (collectively, the "Licensed Content"), or any portion thereof, through
      such areas or features of the AOL Network as AOL deems appropriate;
      PROVIDED, HOWEVER, that (i) any such Licensed Content shall remain on, or
      contain a
<PAGE>

                                                               EXECUTION VERSION

      link to the relevant Affiliated Advertiser Site; and (ii) any
      disaggregation of such Licensed Content by AOL shall not exceed in length
      that which is reasonably necessary to summarize the content (e.g, headline
      and/or sentence or abstract) on the relevant Affiliated Advertiser Site to
      which such disaggregated Licensed Content is linked. Any link to any
      Affiliated Advertiser Site shall be in the form of, or will contain, an
      Advertiser Mark (as defined below) or headline (or other portion of
      Licensed Content as permitted by clause (ii) above. In addition, AOL Users
      will have the right to access and use the Affiliated Advertiser Sites,
      Advertiser also hereby grants AOL, during the Term, a non-exclusive,
      royalty-free worldwide license to and right to use, solely for the
      purposes set forth in this Agreement, the trade names, trademarks and
      service marks of Advertiser (collectively, the "Marks") for which
      Advertiser holds all rights necessary for use in connection with this
      Agreement (including, without limitation, for the promotional purposes
      contemplated herein). AOL hereby acknowledges that Advertiser is the owner
      of the right to use the Marks and of other valuable property rights in the
      Marks and of the goodwill and reputation symbolized thereby, and that
      nothing contained herein shall constitute an assignment of the right to
      use the Marks or grant AOL any right, title or interest therein, except to
      use the Marks as set forth herein. AOL agrees that it will not contest
      Advertiser's ownership of the right to use the Marks, nor take any action
      in derogation of Advertiser's rights in the Marks or challenge the
      validity of the Marks, and that all goodwill and improved reputation
      generated by AOL's use of the Marks shall inure to the benefit of
      Advertiser. AOL acknowledges that, in order to protect Advertiser's
      valuable property rights in the Marks, Advertiser must control the quality
      and nature of the use of the Marks by AOL. Accordingly, AOL agrees that
      its use of the Marks shall be consistent with Advertiser's use of the
      Marks as communicated in writing by Advertiser to AOL in advance.
      Advertiser hereby agrees that AOL shall be entitled to use the Marks in
      online and offline promotional materials approved by Advertiser; PROVIDED,
      HOWEVER, that AOL's use of screen shots of the Affiliated Advertiser Sites
      for promotional purposes shall not require the approval of Advertiser.
      Advertiser warrants that the Products and other Licensed Content : (i)
      shall not infringe on or violate any copyright, trademark, U.S. patent,
      right of publicity or any other third party right, including without
      limitation, any music performance or other music-related rights; (ii)
      shall not violate AOL's then-applicable Terms of Service or any other
      standard, written AOL policy; and (iii) shall not violate any applicable
      law or regulation, including those relating to contests, sweepstakes or
      similar promotions.

13.   REPRESENTATIONS AND WARRANTIES. For purposes of the Advertiser
      representations and warranties contained in Section 1 of the Standard
      Terms, the Parties hereby acknowledge and agree that the definition of the
      terms "Advertiser Content" contained therein (as such terms relate to such
      representations and warranties) shall be construed to include (i) not only
      any Advertisement (as defined therein) and any content or materials linked
      to any such Advertisement, but also (ii) any other pages of the Affiliated
      Advertiser Sites and all content, materials, advertisements and Products
      thereon.
<PAGE>

                                                               EXECUTION VERSION

Exhibit D

                               OPERATING STANDARDS

1.    GENERAL. The Affiliated Advertiser Sites (including the Products and other
      Content contained therein) will be in the top six (6) in the online teen
      and children's apparel industry, as determined by each of the following
      methods: (a) based on a cross-section of third-party reviewers who are
      recognized authorities in such industry and (b) with respect to all
      material quality averages or standards in such industry, including each of
      the following: (i) pricing and terms of Products, (ii) scope and selection
      of Products, (iii) quality of Products, (iv) customer service and
      fulfillment associated with the marketing and sale of Products and (v)
      ease of use and user interface of Affiliated Advertiser Sites. In
      addition, the Affiliated Advertiser Sites will, with respect to each of
      the measures listed above, be competitive in all respects with that which
      is offered by any Advertiser competitor.

2.    AFFILIATED ADVERTISER SITES INFRASTRUCTURE. Advertiser will be responsible
      for all communications, hosting and connectivity costs and expenses
      associated with the Affiliated Advertiser Sites. Advertiser will provide
      all hardware, software, telecommunications lines and other infrastructure
      necessary to meet traffic demands on the Affiliated Advertiser Sites from
      the AOL Network. Advertiser will design and implement the network between
      the AOL Service and Affiliated Advertiser Sites such that (i) no single
      component failure will have a materially adverse impact on AOL Members
      seeking to reach the Affiliated Advertiser Sites from the AOL Network and
      (ii) no single line will run at more than 70% average utilization for a
      5-minute peak in a daily period. In this regard, Advertiser will provide
      AOL, upon request, with a detailed network diagram regarding the network
      infrastructure supporting the Affiliated Advertiser Sites. In the event
      that Advertiser elects to create a custom version of the Affiliated
      Advertiser Sites in order to comply with the terms of this Agreement,
      Advertiser will bear responsibility for all aspects of the implementation,
      management and cost of such customized site.

3.    OPTIMIZATION; SPEED. Advertiser will use commercially reasonable efforts
      to ensure that: (a) the functionality and features within the Affiliated
      Advertiser Sites are optimized for the client software then in use by AOL
      Members; and (b) the Affiliated Advertiser Sites is designed and populated
      in a manner that minimizes delays when AOL Members attempt to access such
      site. At a minimum, Advertiser will ensure that the Affiliated Advertiser
      Sites' data transfers initiate within fewer than fifteen (15) seconds on
      average. Prior to commercial launch of any material promotions described
      herein, Advertiser will permit AOL to conduct performance and load testing
      of the Affiliated Advertiser Sites (in person or through remote
      communications), with such commercial launch not to commence until such
      time as AOL is reasonably satisfied with the results of any such testing.

4.    USER INTERFACE. Advertiser will maintain a graphical user interface within
      the Affiliated Advertiser Sites that is competitive in all material
      respects with interfaces of other similar sites based on similar form
      technology. AOL reserves the right to review and approve the user
      interface and site design prior to launch of the Promotions and to conduct
      focus group testing to assess compliance with respect to such consultation
      and with respect to Advertiser's compliance with the preceding sentence.

5.    TECHNICAL PROBLEMS. Advertiser agrees to use commercially reasonable
      efforts to address material technical problems (over which Advertiser
      exercises control) affecting use by AOL Members of the Affiliated
      Advertiser Sites (a "Advertiser Technical Problem") promptly following
      notice thereof. In the event that Advertiser is unable to promptly resolve
      a Advertiser Technical Problem following notice thereof from AOL
      (including, without limitation, infrastructure deficiencies producing user
      delays), AOL will have the right to regulate the promotions it provides to
      Advertiser hereunder until such time as Advertiser corrects the Advertiser
      Technical Problem at issue.

6.    MONITORING. Advertiser will ensure that the performance and availability
      of the Affiliated Advertiser Sites is monitored on a continuous basis.
      Advertiser will provide AOL with contact information (including e-mail,
      phone, pager and fax information, as applicable, for both during and after
      business hours) for Advertiser's principal business and technical
      representatives, for use in cases when issues or problems arise with
      respect to the Affiliated Advertiser Sites.

7.    TELECOMMUNICATIONS. The Parties agree to explore encryption methodology to
      secure data communications between the Parties' data centers. The network
      between the Parties will be configured such that no single
<PAGE>

                                                               EXECUTION VERSION

      component failure will significantly impact AOL users. The network will be
      sized such that no single line runs at more than 70% average utilization
      for a 5-minute peak in a daily period.

8.    SECURITY. Advertiser will utilize Internet standard encryption
      technologies (e.g., Secure Socket Layer - SSL) to provide a secure
      environment for conducting transactions and/or transferring private member
      information (e.g. credit card numbers, banking/financial information, and
      member address information) to and from the Affiliated Advertiser Sites.
      Advertiser will facilitate periodic reviews of the Affiliated Advertiser
      Sites by AOL in order to evaluate the security risks of such site.
      Advertiser will promptly remedy any security risks or breaches of security
      as may be identified by AOL's Operations Security team.

9.    TECHNICAL PERFORMANCE.

      i.    Advertiser will design the Affiliated Advertiser Sites to support
            the AOL-client embedded versions of the Microsoft Internet Explorer
            3.0 and 4.0 browsers (Windows and Macintosh), the Macintosh version
            of the Microsoft Internet Explorer 3.0, and make commercially
            reasonable efforts to support all other AOL browsers listed at:
            "http://webmaster.info.aol.com/BrowTable.html."

      ii.   To the extent Advertiser creates customized pages on the Affiliated
            Advertiser Sites for AOL Members, Advertiser will configure the
            server from which it serves the site to examine the HTTP User-Agent
            field in order to identify the "AOL Member-Agents" listed at:
            "http://webmaster. info.aol.com/Brow2Text.html."

      iii.  Advertiser will periodically review the technical information made
            available by AOL at http://webmaster.info.aol.com.

      iv.   Advertiser will design its site to support HTTP 1.0 or later
            protocol as defined in RFC 1945 and to adhere to AOL's parameters
            for refreshing cached information listed at
            http://webmaster.info.aol.com.

      v.    Prior to releasing material, new functionality or features through
            the Affiliated Advertiser Sites ("New Functionality"), Advertiser
            will use commercially reasonable efforts to either (i) test the New
            Functionality to confirm its compatibility with AOL Service client
            software or (ii) provide AOL with written notice of the New
            Functionality so that AOL can perform tests of the New Functionality
            to confirm its compatibility with the AOL Service client software.

AOL INTERNET SERVICES ADVERTISER SUPPORT. AOL will provide Advertiser with
access to the standard online resources, standards and guidelines documentation,
technical phone support, monitoring and after-hours assistance that AOL makes
generally available to similarly situated web-based partners. AOL support will
not, in any case, be involved with content creation on behalf of Advertiser or
support for any technologies, databases, software or other applications which
are not supported by AOL or are related to any Advertiser area other than the
Affiliated Advertiser Sites. Support to be provided by AOL is contingent on
Advertiser providing to AOL demo account information (where applicable), a
detailed description of the Affiliated Advertiser Sites' software, hardware and
network architecture and access to the Affiliated Advertiser Sites for purposes
of such performance and load testing as AOL elects to conduct.

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<PAGE>
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