CONSULTING AGREEMENT



            THIS AGREEMENT ("Agreement") is entered into as of January 24, 2005

(the "Effective Date"), between Charles Koppelman (the "Consultant") and Martha

Stewart Living Omnimedia, Inc., a Delaware corporation (the "Company").



            WHEREAS, the Consultant is currently serving as the Vice Chairman of

the Board of Directors of the Company (the "Board").



            WHEREAS, the Company wishes to engage the Consultant as a consultant

to the Company in order to assist the President and Chief Executive Officer of

the Company in addressing strategic opportunities for the Company including,

without limitation, helping to source, structure and negotiate merchandising and

television opportunities; and



            WHEREAS, the Consultant wishes to accept such engagement on the

terms and conditions set forth herein;



            NOW THEREFORE, in consideration of the mutual covenants and

agreements set forth herein, the parties agree as follows:



            1. Retention as Consultant. Effective as of the Effective Date, the

Company shall retain the Consultant, and the Consultant shall serve the Company

as a consultant, on the terms and conditions set forth herein.



            2. Term.



            (a) The Consultant shall provide Consulting Services (as defined in

Section 3) hereunder for the period commencing on the Effective Date and ending

on first anniversary of the Effective Date, unless such period ends earlier as

provided in Section 2(b) (the "Consulting Term"); provided that the Consulting

Term may be extended by mutual agreement of the parties.



            (b) The Consulting Term shall immediately terminate upon the death

or Disability of the Consultant. Upon termination of the Consulting Term by

reason of the Consultant's death or Disability, the Company shall continue to

pay any unpaid portion of the Fee (as defined in Section 5(a)) to the

Consultant's estate or legal representative for the remainder of the Consulting

Term. For purposes of this Agreement, "Disability" shall have the meaning set

forth in the Company's Amended and Restated 1999 Stock Incentive Plan (the

"Plan").



            3. Duties. During the Consulting Term, the Consultant agrees to

render consulting services to the Company by assisting the President and Chief

Executive Officer of the Company in addressing strategic opportunities for the

Company, including, without limitation, helping to source, structure and

negotiate merchandising and television opportunities (the "Consulting

Services"). The Consultant shall report and be accountable to the President and

Chief Executive Officer orally or in writing, as the President and Chief

Executive Officer may reasonably direct. The parties expressly acknowledge and

agree that the Consultant may maintain other employment during the Consulting

Term so long as such employment does not impair the Consulting Services to be

provided pursuant to this Agreement and does not violate



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this Agreement. It is anticipated that the Consulting Services will require a

substantial time commitment on behalf of the Consultant. Nothing in this

Agreement shall be deemed to affect the Consultant's rights, obligations and

duties as a member of the Board.



            4. Place of Performance. During the Consulting Term, the Consultant

shall perform his duties hereunder at such locations as are reasonably

designated by the Company, it being understood that such duties will be

performed principally in New York City. During the Consulting Term, the Company

shall provide the Consultant with an office and the services of an

administrative assistant at the Company's headquarters.

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