Fourth Amendment To Marketing Agreement

EXHIBIT 99.12


FOURTH AMENDMENT TO MARKETING AGREEMENT
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This Fourth Amendment to Marketing Agreement (this "Amendment"), effective as of April 12, 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 implement a new promotional program pursuant to the terms 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 and supplement the Original Agreement in accordance with the following terms and conditions:


TERMS
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1. 6 Month AOL Offer. The Original Agreement is hereby amended by adding a
------------------ new Section 24 as follows:


"24. Direct Channel 6 Month Bundle Offer. During the period from May 1,
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2001 through July 31, 2001, eMachines and AOL hereby agree to participate
in a new program offering consumers six (6) months of AOL only through
eMachines' infomercial, that is entitled "eMachines Infomercial No. 1", and
Internet web page direct sales initiative in accordance with the terms and
conditions set forth on Exhibit F attached hereto (the "6 Month Bundle
Offer"). Irrespective of the 6 Month Bundle Offer, AOL and eMachines shall
continue to engage in all other distribution and promotional programs set
forth in the Original Agreement, as it is now, or subsequently shall be,
amended. The 6 Month Bundle Offer is in addition to and in no way modifies
or replaces all other distribution and promotional programs set forth in
the Original Agreement, as it is now, or subsequently shall be, amended."


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 and supplemented
------------------ hereby, the Original Agreement remains in full force and effect.


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


[SIGNATURES APPEAR ON THE FOLLOWING PAGE]


1


IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first above written.


AMERICA ONLINE, INC. EMACHINES, INC.


By: /s/ ERIC L. KELLER By: /s/ JAY MUSKOVICH
________________________________ ___________________________


Print Name: Eric L. Keller Print Name: Jay Muskovich
________________________ __________________


Title: Senior Vice President Title: EVP & CEO
______________________________ ________________________


2


Exhibit F


Direct Channel 6 Month Bundle Offer


1. eMachines' Distribution of the AOL Software. During the 6 Month Offer Term,
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defined in Section 5 below, eMachines and AOL agree that the AOL Classic
Service shall be promoted via eMachines' infomercial and Internet web page
direct sales initiative (the "Direct Channel") and distributed on all
eMachines' eMonster and eTower desktop computers sold through the Direct
Channel (the "Offer Products") under a new program that will entitle the
end user to six (6) months of the AOL Classic Service at no cost to the end
user (not including phone charges) upon registration in accordance with the
terms and conditions set forth below (the "6 Month Bundle Offer").


1.1 Preferred Interactive Service. eMachines agrees to make the AOL
-----------------------------
Classic Service and the 6 Month Bundle Offer, respectively, the sole
Interactive Service and sole special offer for Interactive Services
bundled, distributed and promoted on all Offer Products and throughout
all Direct Channel marketing and sales efforts. eMachines' agreement
to solely distribute and promote the AOL Classic Service and the 6
Month Bundle Offer during the 6 Month Offer Term shall supercede any
conflicting provisions contained in Section 2 of the Original
Agreement. Notwithstanding the requirement in the first sentence of
this Section 1.1, with respect to the AOL Classic Service's right to
be the sole Interactive Service on all Offer Products and in the
Direct Channel, the Parties acknowledge and agree that eMachines may
bundle and distribute on the Offer Products the following two specific
non-AOL Interactive Services: (a) eMachines.net and (b) Microsoft
Internet Explorer and any Interactive Services sponsored by Microsoft
only to the extent eMachines is so obligated under agreements in
connection with its use of Microsoft Windows and the license of the
Microsoft operating system (the "Microsoft Agreements"). With respect
to eMachines' obligations under the Microsoft Agreement to promote
certain other Interactive Services on the Offer Products and with
respect to eMachines.Net, eMachines agrees that the AOL Services shall
be promoted no less favorably than such Interactive Services on the
Offer Pr ...