First Amendment To Marketing Agreement

Exhibit 10.25


FIRST AMENDMENT TO MARKETING AGREEMENT
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This First Amendment to Marketing Agreement (this "Amendment"), effective as of May 25/th/, 2000 (the "Effective Date"), is made and entered into by and between America Online, Inc. ("AOL"), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and eMachines, Inc. ("eMachines"), a Delaware corporation, with offices at 14350 Myford Drive, Suite 100, Irvine, California 92606. AOL and eMachines may be referred to individually as a "Party" and collectively as "Parties."


INTRODUCTION
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WHEREAS, AOL and eMachines are parties to a Marketing Agreement dated as of June 17, 1999 (the "Original Agreement"); and


WHEREAS, the Parties desire to modify certain terms of the Original Agreement, as provided below.


NOW, THEREFORE, in consideration of the terms and conditions set forth in this Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, AOL and eMachines hereby agree to amend the Original Agreement in accordance with the following terms and conditions:


TERMS
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1. 3 Month AOL Offer. Section 23 is hereby added to the document after
----------------- Section 22 of the Original Agreement as follow:


"23. 3 Month AOL Offer. During the period from the Effective Date (as
-----------------
defined in the First Amendment to Marketing Agreement) through September
30, 2000, eMachines and AOL hereby agree to participate in a program
offering consumers three (3) months of AOL in accordance with the terms and
conditions set forth on Exhibit D attached hereto.


2. Definitions. Capitalized terms used but not defined herein shall have the
----------- meanings given thereto in the Original Agreement.


3. Original Agreement. Except as specifically amended hereby, the Original
------------------ Agreement remains in full force and effect.


4. Counterparts. This Amendment may be executed in counterparts, each of
------------ will be deemed an original and all of which together will constitute one and the same document.


[SIGNATURES APPEAR ON THE FOLLOWING PAGE]


EXECUTION COPY


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