Fifth Amendment To Marketing Agreement

Exhibit 99.2


Execution Copy


FIFTH AMENDMENT TO MARKETING AGREEMENT
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This Fifth Amendment to Marketing Agreement (this "Amendment"), effective as of June 1, 2001, 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 have entered into that certain Marketing Agreement, dated June 17, 1999, as amended (including all exhibits thereto, the "Original Agreement"); and


WHEREAS, the Parties desire to amend and supplement the terms of the Original Agreement to extend the promotional term of the Consumer Rebate Offer pursuant to the terms provided below.


NOW, THEREFORE, in c ...