IVILLAGE INC
EX-10.16
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>3
<FILENAME>b323908_ex10-16.txt
<DESCRIPTION>EX-10.16
<TEXT>
<PAGE>

                             [iVillage Letterhead}

                                                                   Exhibit 10.16

                                               December 23, 2002

500-512 Seventh Avenue Limited Partnership
c/o Newmark & Company Real Estate, Inc.
125 Park Avenue
New York, NY 10017
Attention: Alan Starkman


                  Re:      Construction Payment
                           --------------------

Dear Mr. Starkman:

         This letter agreement is being executed in order to clarify certain
provisions of that certain lease (the "Lease") dated March 14, 2000, as amended,
between 500-512 Seventh Avenue Limited Partnership ("Landlord") and iVillage
Inc. ("Tenant") for the space known as Unit 1100 on the Entire 11th, 12th and
13th Floors of the building known as 512 Seventh Avenue, New York, NY, 10018 and
Unit 1400 on the Entire 14th Floor of the building known as 500 Seventh Avenue,
New York, NY, 10018 (collectively, the "Premises"). All terms not defined herein
shall have the respective meanings ascribed to them in the Lease. For good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

         1.  Concurrently herewith, Tenant is delivering to Landlord two (2)
             original "clean" estoppel certificates in the form required by
             Wachovia Bank, National Association ("Wachovia"), Landlord's
             prospective replacement lender. Landlord and Tenant shall use their
             respective best efforts to promptly finalize and execute and
             deliver a Subordination Non-Disturbance and Attornment agreement in
             a form reasonably acceptable to Wachovia and consistent with the
             Lease (the "SNDA").

         2.  Provided Tenant has not filed for relief under Chapter 11 or other
             bankruptcy provisions, Landlord shall pay to Tenant, on or before
             January 10, 2002, the sum of $300,000 on account of Landlord's
             Construction Payment under Article 4 of the Lease. Landlord and
             Tenant's failure to execute the SNDA by such date shall not provide
             Landlord with a reason to withhold such $300,000 payment.

         3.  Notwithstanding anything to the contrary in the Lease, Landlord
             acknowledges and agrees that receipt of lien waivers from Tenant's
             general contractor, subcontractors, suppliers, materialmen or
             others (collectively, "Tenant's Contractors") who have filed
             mechanic's liens, shall not be a condition to the release of the
             remaining $547,058.50 of the Construction Payment (calculated after
             crediting the $300,000 payment referenced in Section 2 above) (the
             "Final Payment"), provided such mechanic's liens filed by Tenant's
             Contractors against the Premises have been discharged by bonding or
             payment. Tenant represents that the mechanic's liens filed by ASA
             of New York, Inc., Concept Carpentry Corp., Cathedral Marble & Tile
             Co. and Landmark Construction Associates


                                      -1-
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             against the Premises prior to the date of this letter agreement
             (the "Liens") have been bonded or otherwise discharged of record.
             Tenant acknowledges that Tenant's obligation (i) to obtain final
             lien waivers from all other Tenant's Contractors (i.e., Tenant's
             Contractors other than those who have filed mechanic's liens which
             have been bonded or otherwise discharged), and (ii) to fulfill all
             of the other conditions (with the exception of delivery of final
             lien waivers for the Liens) which, pursuant to Article 4 and all
             other applicable provisions of the Lease, must be fulfilled in
             order for Tenant to be entitled to receive the Final Payment, shall
             remain conditions to Tenant's entitlement to receive the
             $547,058.50 Final Payment. Except as expressly provided otherwise
             herein, nothing contained herein shall be deemed to modify or
             prejudice Landlord's rights and Tenant's obligations under Article
             4 of the Lease.

         4.  Landlord shall use its best efforts to deliver the Final Payment to
             Tenant within ten (10) days after Tenant's written request for
             payment pursuant to said Article 4, so long as (i) such request is
             accompanied by the remaining governmental and departmental permits,
             certifications, approvals and sign-offs related to the electrical,
             class "e" fire alarm and plumbing systems in the Premises that were
             previously identified in writing by Landlord to Tenant prior to the
             date of this letter agreement, and (ii) subject to Section 3 of
             this letter agreement, Tenant shall have fulfilled all of the
             conditions precedent to its entitlement to receive the Final
             Payment. Except as otherwise provided in the Lease, Landlord shall
             not be required, in order to effect such expedited release, to make
             any escrow deposits or reserves to Wachovia in connection with the
             Premises or the Liens or any other matter regarding the Lease or
             incur any expense (other than de minimus expenses) with respect
             thereto.

         5.  As supplemented hereby, all other terms of the Lease are ratified
             and confirmed and shall continue in full force and effect.

                                             Very truly yours,

                                             iVillage Inc.,


                                        By:  /s/ Steven A. Elkes
                                             ----------------------------------
                                             Name:  Steven A. Elkes
                                             Title: Executive Vice President -
                                             Operations  and  Business Affairs
ACCEPTED AND AGREED:

500-512 SEVENTH AVENUE LIMITED PARTNERSHIP

By: 500-512 Seventh Avenue GP, LLC

By:    /s/ Jacob Chetrit
       -----------------
Name:  Jacob Chetrit
Title: President


                                      -2-

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