Exhibit 10.12
                              EMPLOYMENT AGREEMENT


     THIS  EMPLOYMENT  AGREEMENT  ("Agreement")  is entered  into by and between
Edward Zinser  ("Employee")  and Styleclick,  Inc. a Delaware  corporation  (the
"Company"), and is effective December 14, 2000 (the "Effective Date").

     WHEREAS,  the Company  desires to  establish  its right to the  services of
Employee,  in  the  capacity  described  below,  on  the  terms  and  conditions
hereinafter set forth, and Employee is willing to accept such employment on such
terms and conditions.

     NOW, THEREFORE,  in consideration of the mutual agreements  hereinafter set
forth, Employee and the Company have agreed and do hereby agree as follows:

1A.  EMPLOYMENT.  The Company agrees to employ Employee,  initially as President
and Chief Operating  Officer of Styleclick,  Inc. Employee accepts and agrees to
such employment.  During Employee's employment with the Company,  Employee shall
do and perform all  services  and acts  necessary  or  advisable  to fulfill the
duties and  responsibilities  as are commensurate and consistent with Employee's
position  at such time and shall  render  such  services  on the terms set forth
herein. During Employee's employment with the Company,  Employee shall report to
the Chief Executive  Officer of Styleclick,  Inc. or such person(s) as from time
to  time  may be  designated  by the  Company  (hereinafter  referred  to as the
"Reporting Officer"). Employee shall have such powers and duties with respect to
the Company as may reasonably be assigned to Employee by the Reporting  Officer.
Notwithstanding  anything to the  contrary,  the  Company may change  Employee's
title or office  from  time to time,  in which  case  Employee  agrees  that his
obligations  shall  continue  hereunder.   Employee  agrees  to  devote  all  of
Employee's working time, attention and efforts to the Company and to perform the
duties of Employee's  position in accordance  with the Company's  policies as in
effect from time to time.  Employee's principal place of employment shall be the
Company's main offices located in Los Angeles County, California.

2A. TERM OF AGREEMENT. The term ("Term") of this Agreement shall commence on the
Effective  Date and  shall  continue  for a period  of 2  years,  unless  sooner
terminated in accordance  with the provisions of Section 1 of the Standard Terms
and Conditions attached hereto.

3A. COMPENSATION.

     (a) BASE SALARY.  During the Term, the Company shall pay Employee an annual
base  salary of  $250,000  (the  "Base  Salary"),  payable  no less than in semi
monthly  installments or in accordance with the Company's payroll practice as in
effect from time to time. For all purposes under this Agreement,  the term "Base
Salary" shall refer to Base Salary as in effect from time to time.

     (b) DISCRETIONARY BONUS. If Employee remains employed by Company during the
first quarter of a given calendar year, and the Company achieved at least 90% of
its targeted planned sales for the previous calendar year, the Board may, at its
discretion,  award a  performance  bonus  during such first  quarter of at least
$50,000.
<PAGE>
     (c) STOCK  OPTIONS.  In  consideration  of  Employee's  entering  into this
Agreement  Employee  shall be granted under  Styleclick,  Inc.'s 2000 Stock Plan
(the "Plan") a qualified stock option (the "Option") to purchase  100,000 shares
of the  Company's  Class A Common  Stock,  par value $.0l per share (the "Common
Stock").  Employee  agrees  and  acknowledges  that  the  Option  shall  not  be
accelerated to become vested and  exercisable as a result of the  termination or
non-renewal of this Agreement (or the termination of Executive's employment with
the Company) for any reason.  Employee  acknowledges  that  Employee has already
received such Option under a Stock Option Agreement dated October 13, 2000.

     (d) BENEFITS.  From the Effective  Date through the date of  termination of
Employee's  employment  with  the  Company  for any  reason,  Employee  shall be
entitled to  participate  in any welfare,  health and life insurance and pension
benefit  and  incentive  programs  as may be  adopted  from  time to time by the
Company on the same basis as that  provided to similarly  situated  employees of
the Company. Without limiting the generality of the foregoing, Employee shall be
entitled to the following benefits:

          (i) Reimbursement for Business Expenses.  During the Term, the Company
     shall reimburse Employee for all reasonable and necessary expenses incurred
     by Employee in performing  Employee's  duties for the Company,  on the same
     basis as similarly  situated employees and in accordance with the Company's
     policies as in effect from time to time.

          (ii)  Vacation.  During the Term,  Employee  shall be entitled to that
     amount of vacation set forth in the  Company's  corporate  policies  manual
     applicable to Employee's  level,  in accordance  with the plans,  policies,
     programs and  practices  of the Company  applicable  to similarly  situated
     employees of the Company generally.

4A. NOTICES.  All notices and other communications under this Agreement shall be
in writing and shall be given by first-class mail,  certified or registered with
return  receipt  requested  or hand  delivery  acknowledged  in  writing  by the
recipient  personally,  and shall be deemed to have been duly  given  three days
after  mailing  or  immediately  upon duly  acknowledged  hand  delivery  to the
respective persons named below:

         If to the Company:                 Styleclick, Inc.
                                            5105 West Goldleaf Circle
                                            Los Angeles, CA  90056
                                            Attention:  General Counsel

                                            With a copy to

                                            USA Networks, Inc.
                                            152 West 57th Street
                                            New York, NY  10019
                                            Attention:  General Counsel

                                       2
<PAGE>

         If to Employee:                    39 Flintlock Lane
                                            Bell Canyon, CA 91307

Either  party may change such  party's  address for notices by notice duly given
pursuant hereto.

5A.  GOVERNING LAW;  JURISDICTION.  This Agreement and the legal  relations thus
created  between the parties hereto shall be governed by and construed under and
in  accordance  with  the  internal  laws of the  State  of  California  without
reference to the principles of conflicts of laws.  Any and all disputes  between
the  parties  which  may  arise  pursuant  to this  Agreement  will be heard and
determined   before  an  appropriate   federal  court  in  Los  Angeles  County,
California,  or, if not maintainable therein, then in an appropriate  California
state  court.  The parties  acknowledge  that such courts have  jurisdiction  to
interpret and enforce the provisions of this Agreement,  and the parties consent
to,  and  waive  any and all  objections  that  they  may  have as to,  personal
jurisdiction and/or venue in such courts.

6A. COUNTERPARTS.  This Agreement may be executed in several counterparts,  each
of which  shall be  deemed  to be an  original  but all of which  together  will
constitute  one and the same  instrument.  Employee  expressly  understands  and
acknowledges  that  the  Standard  Terms  and  Conditions  attached  hereto  are
incorporated  herein  by  reference,  deemed  a part of this  Agreement  and are
binding  and  enforceable  provisions  of this  Agreement.  References  to "this
Agreement" or the use of the term "hereof" shall refer to this Agreement and the
Standard Terms and Conditions attached hereto, taken as a whole.

     IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be executed
and  delivered  by its duly  authorized  officer and  Employee  has executed and
delivered this Agreement on December 14, 2000.

                                      STYLECLICK, INC.


                                      /s/ MAURIZIO VECCHIONE
                                      ----------------------------------
                                      Name:  Maurizio Vecchione
                                      Title: Chief Executive Officer


                                      EDWARD ZINSER


                                      /s/ EDWARD ZINSER
                                      ----------------------------------


                                       3
<PAGE>
                          STANDARD TERMS AND CONDITIONS


1. TERMINATION OF EMPLOYEE'S EMPLOYMENT.

     (a) DEATH. In the event  Employee's  employment  hereunder is terminated by
reason  of  Employee's  death,  the  Company  shall  pay  Employee's  designated
beneficiary or  beneficiaries,  within 30 days of Employee's death in a lump sum
in cash,  Employee's  Base  Salary  through  the end of the month in which death
occurs and any Accrued Obligations (as defined in paragraph 1(f) below).

     (b) DISABILITY. If, as a result of Employee's incapacity due to physical or
mental  illness  ("Disability"),  Employee  shall  have  been  absent  from  the
full-time performance of Employee's duties with the Company for a period of four
consecutive  months  and,  within 30 days after  written  notice is  provided to
Employee by the Company (in  accordance  with Section 6 hereof),  Employee shall
not have returned to the full-time performance of Employee's duties,  Employee's
employment under this Agreement may be terminated by the Company for Disability.
During any period prior to such termination during which Employee is absent from
the  full-time  performance  of  Employee's  duties  with  the  Company  due  to
Disability, the Company shall continue to pay Employee's Base Salary at the rate
in effect  at the  commencement  of such  period  of  Disability,  offset by any
amounts  payable  to  Employee  under any  disability  insurance  plan or policy
provided by the  Company.  Upon  termination  of  Employee's  employment  due to
Disability,  the Company shall pay Employee  within 30 days of such  termination
(i)  Employee's  Base Salary  through the end of the month in which  termination
occurs in a lump sum in cash,  offset by any amounts  payable to Employee  under
any disability  insurance plan or policy  provided by the Company;  and (ii) any
Accrued Obligations (as defined in paragraph 1(f) below).

     (c) TERMINATION FOR CAUSE. The Company may terminate Employee's  employment
under this  Agreement for Cause at any time prior to the expiration of the Term.
As used herein,  "Cause" shall mean:  (i) the plea of guilty or nolo  contendere
to, or conviction for, the commission of a felony offense by Employee; provided,
however,  that after  indictment,  the  Company may  suspend  Employee  from the
rendition  of services,  but without  limiting or modifying in any other way the
Company's  obligations under this Agreement;  (ii) a material breach by Employee
of a fiduciary duty owed to the Company;  (iii) a material breach by Employee of
any of the covenants made by Employee in Section 2  hereof;  or (iv) the willful
or gross neglect by Employee of the material  duties required by this Agreement.
In the event of Employee's termination for Cause, this Agreement shall terminate
without further obligation by the Company, except for the payment of any Accrued
Obligations (as defined in paragraph 1(f) below).

     (d)  TERMINATION BY THE COMPANY OTHER THAN FOR DEATH,  DISABILITY OR CAUSE.
If Employee's  employment is terminated by the Company for any reason other than
Employee's  death or  Disability  or for Cause,  then (i) the Company  shall pay
Employee the Base Salary through the end of the Term over the course of the then
remaining  Term;  and (ii) the Company shall pay Employee  within 30 days of the
date of such  termination  in a lump sum in cash  any  Accrued  Obligations  (as
defined in paragraph 1(f) below).

<PAGE>

     (e)  MITIGATION;   OFFSET.  In  the  event  of  termination  of  Employee's
employment  prior to the end of the Term,  Employee  shall use  reasonable  best
efforts  to seek  other  employment  and to take  other  reasonable  actions  to
mitigate the amounts payable under Section 1  hereof.  If Employee obtains other
employment  during the Term,  the amount of any payment or benefit  provided for
under Section 1  hereof which has been paid to Employee shall be refunded to the
Company by Employee in an amount equal to any compensation earned by Employee as
a result of employment with or services  provided to another  employer after the
date  of  Employee's  termination  of  employment  and  prior  to the  otherwise
applicable expiration of the Term, and all future amounts payable by the Company
to  Employee  during  the  remainder  of the Term  shall be offset by the amount
earned by Employee  from another  employer.  For purposes of this Section  1(e),
Employee  shall have an  obligation to inform the Company  regarding  Employee's
employment status following  termination and during the period  encompassing the
Term.

     (f) ACCRUED OBLIGATIONS.  As used in this Agreement,  "Accrued Obligations"
shall mean the sum of (i) any portion of Employee's Base Salary through the date
of death or termination of employment for any reason,  as the case may be, which
has not yet been paid; and (ii) any compensation  previously earned but deferred
by Employee  (together  with any interest or earnings  thereon) that has not yet
been paid.

2. CONFIDENTIAL INFORMATION; NON-SOLICITATION; AND PROPRIETARY RIGHTS.

     (a)  CONFIDENTIALITY.  Employee  acknowledges  that while  employed  by the
Company Employee will occupy a position of trust and confidence.  Employee shall
not,  except as may be required to perform  Employee's  duties  hereunder  or as
required by applicable law, without limitation in time or until such information
shall have  become  public  other than by  Employee's  unauthorized  disclosure,
disclose to others or use,  whether  directly or  indirectly,  any  Confidential
Information  regarding  the Company or any of its  subsidiaries  or  affiliates.
"Confidential  Information"  shall mean information  about the Company or any of
its  subsidiaries  or  affiliates,  and their clients and customers  that is not
disclosed by the Company or any of its  subsidiaries or affiliates for financial
reporting  purposes and that was learned by Employee in the course of employment
by the Company or any of its  subsidiaries  or  affiliates,  including  (without
limitation)  any  proprietary   knowledge,   trade  secrets,   data,   formulae,
information and client and customer lists and all papers,  resumes,  and records
(including  computer  records) of the  documents  containing  such  Confidential
Information.   Employee  acknowledges  that  such  Confidential  Information  is
specialized,  unique  in  nature  and of  great  value  to the  Company  and its
subsidiaries or affiliates,  and that such information gives the Company and its
subsidiaries or affiliates a competitive  advantage.  Employee agrees to deliver
or  return  to the  Company,  at the  Company's  request  at any  time  or  upon
termination  or  expiration of  Employee's  employment or as soon  thereafter as
possible,  all  documents,  computer  tapes and  disks,  records,  lists,  data,
drawings,  prints,  notes  and  written  information  (and all  copies  thereof)
furnished  by the  Company and its  subsidiaries  or  affiliates  or prepared by
Employee  in the  course  of  Employee's  employment  by  the  Company  and  its
subsidiaries  or  affiliates.  As  used in this  Agreement,  "subsidiaries"  and
"affiliates"  shall mean any company  controlled by, controlling or under common
control with the Company.

                                       2
<PAGE>

     (b)  NON-COMPETITION.  During the Term,  Employee  shall not,  directly  or
indirectly,  on behalf  of  Employee  or on behalf of or with any other  person,
enterprise or entity,  in any individual or representative  capacity,  engage or
participate  in any  business  that is in  competition  with any  subsidiary  or
affiliate  of the  Company  in the  United  States of  America  in the fields of
Internet,  on-line,  video or electronic  retailing.  Additionally,  in order to
avoid  possible  disclosure of trade secrets of the Company,  Employee shall not
write or work on, either for Employee or any third party, any computer  programs
or other products  similar to those published by the Company,  including but not
limited to any  Employee  may be working  on or have  worked on at the  Company.
After the Term,  Employee may compete with the Company,  but Employee  shall not
use any of the  confidential  trade  secrets of the Company or of third  parties
that  Employee  learned  while  employed by the Company or any of the  Company's
predecessors.

     (c) NON-SOLICITATION OF EMPLOYEES. Employee recognizes that he will possess
confidential   information   about  other  employees  of  the  Company  and  its
subsidiaries  or affiliates  relating to their  education,  experience,  skills,
abilities,  compensation and benefits,  and  inter-personal  relationships  with
suppliers to and customers of the Company and its  subsidiaries  or  affiliates.
Employee  recognizes  that the  information  he will  possess  about these other
employees is not generally known, is of substantial value to the Company and its
subsidiaries  or affiliates in developing  their  respective  businesses  and in
securing and retaining  customers,  and will be acquired by Employee  because of
Employee's business position with the Company.  Employee agrees that, during the
Term (and for a period of 12 months beyond the expiration of the Term), Employee
will not, directly or indirectly, solicit or recruit any employee of the Company
or any of its  subsidiaries  or affiliates  for the purpose of being employed by
Employee or by any business, individual, partnership, firm, corporation or other
entity  on whose  behalf  Employee  is acting  as an  agent,  representative  or
employee and that Employee will not convey any such confidential  information or
trade secrets about other employees of the Company or any of its subsidiaries or
affiliates  to any other person  except  within the scope of  Employee's  duties
hereunder.

     (d) NON-SOLICITATION OF CUSTOMERS.  Further, during, and for a period of 12
months after  termination of, Employee's  employment with the Company,  Employee
will not use trade  secrets to directly or  indirectly  take away  suppliers  or
customers of the Company for Employee's  benefit or for the benefit of any other
party.

     (e) PROPRIETARY RIGHTS; ASSIGNMENT. All Employee Developments shall be made
for  hire  by the  Employee  for  the  Company  or any  of its  subsidiaries  or
affiliates.  "Employee  Developments"  means  any  idea,  discovery,  invention,
design,  method,  technique,  improvement,  enhancement,  development,  computer
program, machine,  algorithm or other work or authorship that (i) relates to the
business or operations of the Company or any of its  subsidiaries or affiliates,
or (ii) results from or is suggested by any undertaking assigned to the Employee
or work  performed by the Employee for or on behalf of the Company or any of its
subsidiaries  or  affiliates,  whether  created alone or with others,  during or
after working hours. All Confidential  Information and all Employee Developments

                                       3
<PAGE>

shall  remain the sole  property  of the Company or any of its  subsidiaries  or
affiliates.   The  Employee  shall  acquire  no  proprietary   interest  in  any
Confidential  Information or Employee Developments  developed or acquired during
the Term.  To the extent the Employee  may, by  operation  of law or  otherwise,
acquire any right,  title or interest in or to any  Confidential  Information or
Employee  Development,  the  Employee  hereby  assigns to the  Company  all such
proprietary rights. The Employee shall, both during and after the Term, upon the
Company's  request,  promptly  execute  and  deliver  to the  Company  all  such
assignments, certificates and instruments, and shall promptly perform such other
acts, as the Company may from time to time in its  discretion  deem necessary or
desirable  to  evidence,  establish,  maintain,  perfect,  enforce or defend the
Company's rights in Confidential Information and Employee Developments.

     (f)  COMPLIANCE  WITH POLICIES AND  PROCEDURES.  During the Term,  Employee
shall adhere to the policies and standards of  professionalism  set forth in the
Company's Policies and Procedures as they may exist from time to time.

     (g) REMEDIES FOR BREACH. Employee expressly agrees and understands that the
remedy at law for any breach by Employee of this  Section 2  will be  inadequate
and that damages  flowing from such breach are not usually  susceptible to being
measured in monetary terms. Accordingly, it is acknowledged that upon Employee's
violation of any  provision of this  Section 2  the Company shall be entitled to
obtain from any court of competent  jurisdiction immediate injunctive relief and
obtain a temporary order restraining any threatened or further breach as well as
an  equitable  accounting  of all  profits  or  benefits  arising  out  of  such
violation.  Nothing  in this  Section 2  shall be deemed to limit the  Company's
remedies at law or in equity for any breach by Employee of any of the provisions
of this Section 2, which may be pursued by or available to the Company.

     (h) SURVIVAL OF  PROVISIONS.  The  obligations  contained in this Section 2
shall,  to the extent  provided in this  Section 2, survive the  termination  or
expiration of Employee's  employment with the Company and, as applicable,  shall
be fully enforceable  thereafter in accordance with the terms of this Agreement.
If it is determined by a court of competent  jurisdiction  in any state that any
restriction  in  this  Section  2 is  excessive  in  duration  or  scope  or  is
unreasonable or unenforceable  under the laws of that state, it is the intention
of the parties that such  restriction may be modified or amended by the court to
render it enforceable to the maximum extent permitted by the law of that state.

3.  TERMINATION  OF PRIOR  AGREEMENTS.  This  Agreement  constitutes  the entire
agreement  between the parties and  terminates  and supersedes any and all prior
agreements and understandings (whether written or oral) between the parties with
respect to the subject matter of this Agreement,  including, without limitation,
the  letter  agreement  dated June 30,  1999 by and  between  Internet  Shopping
Network LLC and  Employee.  Employee  acknowledges  and agrees that  neither the
Company  nor anyone  acting on its behalf has made,  and is not  making,  and in
executing this Agreement, the Employee has not relied upon, any representations,
promises or inducements  except to the extent the same is expressly set forth in
this Agreement.  Employee  hereby  represents and warrants that by entering into
this  Agreement,  Employee  will not rescind or otherwise  breach an  employment
agreement with Employee's  current employer prior to the natural expiration date
of such agreement

                                       4
<PAGE>

4. ASSIGNMENT;  SUCCESSORS. This Agreement is personal in its nature and none of
the parties hereto shall, without the consent of the others,  assign or transfer
this  Agreement or any rights or  obligations  hereunder,  provided that, in the
event of the merger,  consolidation,  transfer,  or sale of all or substantially
all of the assets of the Company with or to any other individual or entity, this
Agreement shall,  subject to the provisions hereof, be binding upon and inure to
the benefit of such successor and such successor shall discharge and perform all
the promises,  covenants,  duties, and obligations of the Company hereunder, and
all references herein to the "Company" shall refer to such successor.

5. WITHHOLDING. The Company shall make such deductions and withhold such amounts
from each payment and benefit made or provided to Employee hereunder,  as may be
required from time to time by applicable law, governmental regulation or order.

6. HEADING  REFERENCES.  Section  headings in this Agreement are included herein
for  convenience  of  reference  only and  shall not  constitute  a part of this
Agreement for any other  purpose.  References to "this  Agreement" or the use of
the term "hereof"  shall refer to these  Standard  Terms and  Conditions and the
Employment Agreement attached hereto, taken as a whole.

7. WAIVER;  MODIFICATION.  Failure to insist upon strict  compliance with any of
the terms,  covenants, or conditions hereof shall not be deemed a waiver of such
term,  covenant,  or condition,  nor shall any waiver or  relinquishment  of, or
failure to insist upon strict  compliance  with, any right or power hereunder at
any one or more  times be deemed a waiver  or  relinquishment  of such  right or
power at any other time or times.  This  Agreement  shall not be modified in any
respect  except by a writing  executed  by each  party  hereto.  Notwithstanding
anything  to the  contrary  herein,  neither  the  assignment  of  Employee to a
different Reporting Officer due to a reorganization or an internal restructuring
of the  Company  or its  affiliated  companies  nor a change in the title of the
Reporting Officer shall constitute a modification or a breach of this Agreement.

8. SEVERABILITY.  In the event that a court of competent jurisdiction determines
that any portion of this  Agreement is in violation of any law or public policy,
only the portions of this Agreement that violate such law or public policy shall
be stricken.  All portions of this  Agreement that do not violate any statute or
public policy shall continue in full force and effect.  Further, any court order
striking  any  portion of this  Agreement  shall  modify the  stricken  terms as
narrowly as possible to give as much effect as possible to the intentions of the
parties under this Agreement.

9.  INDEMNIFICATION.  The Company shall indemnify and hold Employee harmless for
acts and omissions in Employee's capacity as an officer, director or employee of
the Company to the maximum extent  permitted  under  applicable  law;  provided,
however,  that neither the Company,  nor any of its  subsidiaries  or affiliates
shall indemnify Employee for any losses incurred by Employee as a result of acts
described in Section 1(c) of this Agreement.

                                       5
<PAGE>

ACKNOWLEDGED AND AGREED:

Date:  December 14, 2000


                                      STYLECLICK, INC.


                                      /s/ MAURIZIO VECCHIONE
                                      ----------------------------------
                                      Name:  Maurizio Vecchione
                                      Title: Chief Executive Officer


                                      EDWARD ZINSER


                                      /s/ EDWARD ZINSER
                                      ----------------------------------

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