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Exhibit 4.4

SECOND AMENDMENT TO THE FIFTH AMENDED AND RESTATED
STOCKHOLDER RIGHTS AGREEMENT

     This SECOND AMENDMENT TO THE FIFTH AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT, dated as of October 8, 2009 (this “Second Amendment”), by and among WATERFRONT MEDIA INC., a Delaware corporation (the “Company”), and the INVESTORS, KEY HOLDERS and OTHER HOLDERS, as defined in the Stockholder Rights Agreement referred to below. Capitalized terms not defined herein shall have the meanings set forth in the Stockholder Rights Agreement.

WITNESSETH:

     WHEREAS, the parties have previously entered into that certain Fifth Amended and Restated Stockholder Rights Agreement (the “Stockholder Rights Agreement”) dated October 15, 2008, among the Company and the Investors, Key Holders and Other Holders as defined therein;

     WHEREAS, the Stockholder Rights Agreement was amended pursuant to that certain First Amendment to the Stockholder Rights Agreement dated September 18, 2009 (the “First Amendment”);

     WHEREAS, the Company wishes to obtain a secured loan from Compass Horizon Funding Company LLC (the “Lender”) pursuant to a Venture Loan and Security Agreement by and among the Company, Revolution Health Group LLC, CarePages, Inc. and the Lender dated as of October 8, 2009 (the “Loan Agreement”);

     WHEREAS, in connection with the Loan Agreement, the Company will grant to the Lender a warrant to purchase a certain number of shares of Series F Preferred Stock of the Company (the “Warrant”);

     WHEREAS, the Warrant provides for the holder of the Warrant to be granted certain rights to register the shares of the Company’s Common Stock issued upon conversion of the Series F Preferred Stock, issued pursuant to the exercise of the Warrant; and

     WHEREAS, the parties hereto, constituting the holders of that number of shares of Preferred Stock of the Company exceeding the Requisite Threshold (as defined in the Stockholder Rights Agreement), desire to amend the Stockholder Rights Agreement as provided in this Second Amendment.

     NOW THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:

     1. Section 1.20 of the Stockholder Rights Agreement is hereby deleted in its entirety and is hereby replaced with the following:

The term “Registrable Securities” means (i) any Common Stock issued upon conversion of any Preferred Stock of the Company or issuable upon conversion of any Preferred Stock of the Company that is currently held or acquired after the date hereof, by the Investors or Other Holders (excluding the Warrants); (ii) any shares of Common Stock held by the Key Holders or BEV, provided, however, that such shares of Common Stock shall not be deemed Registrable Securities and the Key Holders or BEV shall not be deemed Holders for the purposes of Sections 2.1, 2.3, 2.4(a), 2.7, 2.11 and Section 6.6; (iii) any shares of Common Stock held by the Other Holders, provided, however, that such shares of Common Stock shall not be deemed Registrable Securities for the purposes of Sections 2.1, 2.3, 2.4(a), 2.7, 2.11 and Section 6.6; (iv) any shares of Common Stock held by Square 1 Bank (“Square 1”) or Compass Horizon Funding Company LLC (“Compass”) issued or issuable upon conversion of the Series F Preferred Stock issued pursuant to the exercise of the Warrants (as defined herein), provided, however, that such shares of Common Stock shall not be deemed Registrable Securities and neither Square 1 nor Compass shall be deemed Holders for purposes of Sections 2.1, 2.4(a), 2.7, 2.11 and Section 6.6; and (v) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clauses (i), (ii) and (iii) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the rights under Section 2 hereof are not assigned or any shares for which registration rights have terminated pursuant to Section 2.15 of this Agreement.

     2. Section 1.40 is hereby deleted in its entirety and is hereby replaced with the following:

The term “Warrants” means the warrants to purchase a certain number of shares of Series F Preferred Stock issued to (a) Square 1 pursuant to the Loan and Security Agreement, by and between the Company, Square 1, Revolution Health Group LLC and CarePages, Inc., dated as of September 18, 2009 and (b) Compass pursuant to the Venture Loan and Security Agreement by and among the Company, Compass, Revolution Health Group LLC and CarePages, Inc., dated as of October 8, 2009.

     3. Upon its execution of a counterpart signature page to the Stockholder Rights Agreement, the Lender shall become a party to the Stockholder Rights Agreement.

     4. This Second Amendment shall be governed by, and construed in accordance with, the law of the State of New York without reference to choice of law principles, including all matters of construction, validity and performance.

     5. This Second Amendment constitutes an amendment to the Stockholder Rights Agreement pursuant to Section 6.6 of the Stockholder Rights Agreement. Except as expressly amended by this Second Amendment, each and every provision of the Stockholder Rights Agreement remains in full force and effect in accordance with the terms and provisions thereof and, by reference, the terms and provisions of the Stockholder Rights Agreement are incorporated herein and made hereof.

[Remainder of Page Intentionally Left Blank]

     IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Fifth Amended and Restated Stockholder Rights Agreement as of the date first above written.

		INVESTORS:
		WF HOLDING COMPANY, LLC
		By: Name:		/s/ John Richardson   John Richardson
		Title:		Vice President and Secretary

		INVESTORS:
		SCALE VENTURE PARTNERS II, LP
		By: Scale Venture Management II, LLC, its General Partner
		By: Name:		/s/ Sharon Wienbar   Sharon Wienbar
		Title:		Managing Director

		INVESTORS:
		PEABODY FAMILY VENTURES
		By:		William Bo S. Peabody, as General Partner
		By:		/s/ William Bo S. Peabody   By: Robert D. Kraus under POA dated 1/17/09

INVESTORS:

                                                                                   
Daniel Burstein

KEY HOLDERS:

                                                                                  
Michael Keriakos

                                                                                   
Benjamin Wolin

		OTHER HOLDERS:
		BRAND EQUITY VENTURES II, L.P.
		By: Brand Equity Partners II, L.L.C. Its General Partner
		By:
		Name:		Marc Singer
		Title:		Member
		/s/ Douglas W. McCormick
		Douglas W. McCormick
		Peter B. Rankin, Sr.
		Louis D. Schwartz
		Ronald A. Sege
		Ethan R. Zuckerman
		Kenneth M. Morris

		Jeffrey R. Johnson
		Norman R. Nelson
		John H. Ferguson
		John Tiebout
		David and Margaret Gould Stewart
		David and Angela Epstein
		Zachary Julius
		Robert P. Chabot
		Sherwood Guernsey
		Bradley C. Svrluga
		John Halpern

		Roger H. Lee
		Les Levine
		Mark Tauber
		Robert Verrico
		Jackie Verrico
		SOFTWARE VENTURE PARTNERS
		By:
				Name:
				Title:
		Richard H. Sabot
		Raymond Montgomery
		ALLEN & COMPANY INCORPORATED
		By:
				Name:
				Title:

		Francis P. Birmingham
		Joshua Field
		Tim Sedlock
		David Parks
		Robert Nylen
		Ken Leung
		Chris O’Brien
		Ignacio Fanlo