Exhibit 10.14
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                                STYLECLICK, INC.
                          DIRECTORS' STOCK OPTION PLAN
                            (Effective July 27, 2000)

I. Purposes of the Plan

     The Styleclick,  Inc.  Directors Stock Option Plan (the "Plan") is intended
to enable  Styleclick,  Inc. (the  "Company")  to attract and retain  persons of
outstanding  competence  to serve as  members of the Board of  Directors  of the
Company  and to  provide  a direct  link  between  Directors'  compensation  and
stockholder value.


II. Administration of the Plan

     A.  Committee  -- The  Plan  shall  be  administered  by  the  Compensation
Committee  of the Board of Directors  of the Company  (the  "Committee"),  which
shall  consist of not less than two members of the Board of  Directors,  each of
whom shall be a "disinterested  person" as that term is used in Rule 16b-3 under
the Securities  Exchange Act of 1934, as amended (the "Exchange Act"). Grants of
stock  options  ("Options")  to  eligible  participants  under  the Plan and the
amount,  nature and timing of the grants shall be  automatically  determined  as
described in Sections 4 and 5 and shall not be subject to the  determination  of
the Committee.

     B.  Authority of the Committee -- Subject to certain  specific  limitations
and  restrictions set forth in the Plan, the Committee shall have full and final
authority to  interpret  the Plan;  to  prescribe,  amend and rescind  rules and
regulations,  if any,  relating  to the  Plan;  and to make  all  determinations
necessary  or advisable  for the  administration  of the Plan.  No member of the
Committee  shall be liable for anything  done or omitted to be done by him or by
any other member of the  Committee in connection  with the Plan,  except for his
own willful misconduct or gross negligence.  All decisions which are made by the
Committee  with  respect  to  interpretation  of the  terms of the Plan and with
respect to any  questions or disputes  arising under the Plan shall be final and
binding on the Company and the participants,  their heirs or beneficiaries.  The
Committee  shall not be empowered to take any action,  whether or not  otherwise
authorized under the Plan, which would result in any Director failing to qualify
as a "disinterested person."

     C. Acts of the Committee -- A majority of the Committee  will  constitute a
quorum and the acts of a majority of the members present at any meeting at which
a quorum is present, or acts approved in writing by all members of the Committee
without a meeting, will be the acts of the Committee.

III. Stock Subject to the Plan

     A.  Common  Stock -- The stock  which is the  subject  of grants of Options
under the Plan shall be the Company's  Class A Common Stock,  par value $.01 per
share  ("Class A Common  Stock"),  which  grants  shall be subject to the terms,
conditions and restrictions described in the Plan.

     B.  Maximum  Number Of Shares  That May Be  Granted -- There may be granted
under the Plan an aggregate  of not more than  200,000  shares of Class A Common
Stock,  subject to  adjustment  as provided  in Section 7 hereof.  If any Option
expires or terminates  prior to being fully  exercised,  any shares allocable to
the unexercised  portion of such Option shall  thereafter be made subject to the
terms of the Plan.  Shares of Class A Common Stock granted  pursuant to the Plan
may be either authorized, but unissued, shares or reacquired shares, or both.
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IV. Participation

     A. Directors --  Participation  in the Plan shall be limited to persons who
serve as members of the Board of  Directors  of the Company and who, at the time
of grant,  are not  "employees"  of the  Company  and/or any of its  affiliates,
within the  meaning  of the  Employee  Retirement  Income  Security  Act of 1974
("ERISA").  A Director  who is an  employee  and who  retires  or  resigns  from
employment with the Company and/or any of its affiliates, but remains a Director
of the Company,  shall become eligible to participate in the Plan at the time of
such termination of employment.

     B. Grants -- Each Director  shall  receive upon initial  election to office
and  thereafter  annually  on  the  date  of the  Company's  Annual  Meeting  of
Stockholders at which such Director is re-elected to office  (provided such date
is at least 12 months following such Director's  initial election to office) (in
each case, the "Grant Date") an Option to acquire 5,000 shares of Class A Common
Stock at a price equal to the Fair Market  Value of the shares of Class A Common
Stock subject to such Option on the trading day immediately  preceding the Grant
Date.  "Fair  Market  Value" means the mean of the highest and lowest sale price
for the Class A Common Stock as reported on any securities exchange on which the
Class A Common  Stock is listed or the mean of the  highest and lowest bid price
on the National  Association of Securities  Dealers,  Inc.  Automated  Quotation
System ("NASDAQ"); or, if the Class A Common Stock is not so reported or listed,
as determined in good faith by the Board of Directors.

V. Terms and Conditions of Stock Grants

     A.  Vesting -- Except as  provided in  paragraph  D of this  Section 5, the
Options  shall vest and become  exercisable  as follows:  with  respect to 1,667
shares of Class A Common Stock,  on each of the first two  anniversaries  of the
Grant Date;  and with  respect to the  remaining  1,666 shares of Class A Common
Stock,  on the third  anniversary  of the Grant Date.  Except as provided by the
Board of Directors or the Committee at the time of grant or  thereafter,  in the
event a  Director's  service to the Company  terminates  before the Options have
vested,  any portion of an Option  granted to such Director which has not vested
shall be cancelled with the Director having no further right or interest in such
forfeited Option.

     B. Exercise Period -- Each Option shall remain  outstanding until the tenth
anniversary  of the Grant Date.  Except as provided by the Board of Directors or
the  Committee  at the time of grant or  thereafter,  in the event a  Director's
service to the  Company  terminates,  any vested  Option then held by a Director
shall be cancelled 120 days after such termination of service.

     C. Restrictions on Transfer -- An Option may not be assigned,  transferred,
pledged,  hypothecated  or otherwise  disposed of, except by will or the laws of
descent or distribution.
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     D. Change of Control -- Upon a Change of Control, all Options that have not
previously become exercisable or been terminated shall become exercisable.

For purposes of the Plan, a "Change of Control" shall mean the occurrence of any
of the following:

          (a) The  acquisition  by any  individual,  entity or group (within the
     meaning of Section  13(d)(3) or 14(d)(2) of the Exchange  Act),  other than
     Barry Diller,  Liberty Media  Corporation and their  respective  affiliates
     (within the meaning of Rule 12b-2  promulgated  under the Exchange  Act) (a
     "Person")  of  beneficial  ownership  (within  the  meaning  of Rule  13d-3
     promulgated  under the Exchange  Act) of equity  securities  of the Company
     representing a majority of the voting power of the then outstanding  equity
     securities  of the Company  entitled to vote  generally  in the election of
     directors (the "Outstanding Company Voting Securities"); provided, however,
     that for purposes of this subsection (a), the following  acquisitions shall
     not  constitute a Change of Control:  (i) any  acquisition  by the Company,
     (ii) any  acquisition  by any  employee  benefit  plan (or  related  trust)
     sponsored or maintained by the Company or any corporation controlled by the
     Company,  or  (iii)  any  acquisition  by  any  corporation  pursuant  to a
     transaction which complies with clauses (i) and (ii) of subsection (b); or

          (b) Consummation of a reorganization,  merger or consolidation or sale
     or other  disposition  of all or  substantially  all of the  assets  of the
     Company (a "Business  Combination"),  in each case, unless,  following such
     Business  Combination,  (i) all or substantially all of the individuals and
     entities who were the beneficial  owners of the Outstanding  Company Voting
     Securities immediately prior to such Business Combination beneficially own,
     directly  or  indirectly,  more than 50% of the then  outstanding  combined
     voting power of the then  outstanding  voting  securities  entitled to vote
     generally in the election of directors of the  corporation  resulting  from
     such Business  Combination  (including,  without limitation,  a corporation
     which  as a  result  of  such  transaction  owns  the  Company  or  all  or
     substantially all of the Company's assets either directly or through one or
     more   subsidiaries)  in  substantially   the  same  proportions  as  their
     ownership,   immediately   prior  to  such  Business   Combination  of  the
     Outstanding  Company Voting  Securities,  and (ii) no Person (excluding any
     employee benefit plan (or related trust) of the Company or such corporation
     resulting from such Business  Combination)  beneficially owns,  directly or
     indirectly,  30%  or  more  of  the  combined  voting  power  of  the  then
     outstanding voting securities of such corporation except to the extent that
     such ownership existed prior to the Business Combination; or

          (c)  Approval  by  the  stockholders  of  the  Company  of a  complete
     liquidation or dissolution of the Company.

     E.  Cash-Out  Rights -- During the 60-day period from and after a Change of
Control (the "Exercise  Period"),  a Director shall have the right (the "LSAR"),
in lieu of the  payment  of the  exercise  price of the shares of Class A Common
Stock being purchased  under the Option and by giving notice to the Company,  to
elect (within the Exercise Period) to surrender all or part of the Option to the
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Company and to receive in cash,  within 10 days of such notice,  an amount equal
to the amount by which the Change of Control  Price per share  shall  exceed the
exercise price per share of Class A Common Stock under the Option  multiplied by
the number of shares of Class A Common Stock granted under the Option; provided,
however, that if the Change of Control is within six months of the Grant Date no
such  election  shall be made by such Director with respect to such Option prior
to six months  from the Grant  Date.  "Change of Control  Price"  shall mean the
higher of (i) the highest reported sales price, regular way, of a share of Class
A Common  Stock in any  transaction  reported  on the New  York  Stock  Exchange
Composite Tape or other national  exchange on which such shares are listed or on
NASDAQ  during the 60-day  period prior to and including the date of a Change of
Control or (ii) if the  Change of Control is the result of a tender or  exchange
offer or a Business  Combination,  the highest price per share of Class A Common
Stock paid in such tender or exchange offer or Business  Combination;  provided,
however,  that in the case of an Option  which was granted  within six months of
the Change of Control,  the Change of Control Price for such Option shall be the
Fair  Market  Value of the  Class A Common  Stock on the  date  such  Option  is
exercised or deemed exercised.  To the extent that the consideration paid in any
such transaction  described above consists all or in part of securities or other
non-cash  consideration,   the  value  of  such  securities  or  other  non-cash
consideration shall be determined in the sole discretion of the Board.

VI. Compliance with Law and Other Conditions

     A.  Restrictions  Upon  Class A Common  Stock -- The  listing  upon a stock
exchange or the registration or qualification  under any federal or state law of
any shares of Class A Common Stock  subject to Options  pursuant to the Plan may
be necessary or desirable as a condition of, or in connection  with,  such grant
and, in any such event,  delivery of the certificates for such shares of Class A
Common Stock shall, if the Committee,  in its sole discretion,  shall determine,
not be made until such listing,  registration or  qualification  shall have been
completed.

     B.  Restrictions  Upon Resale Of Unregistered  Stock -- If the issuances of
the shares of Class A Common Stock upon exercise of an Option are not registered
under  the  Securities  Act  of  1933,  as  amended,  pursuant  to an  effective
registration statement, such Director, if the Committee shall deem it advisable,
may be required to represent and agree in writing:

     (i) that any  shares  of Class A Common  Stock  acquired  by such  Director
     pursuant  to the Plan will not be sold,  except  pursuant  to an  effective
     registration  statement  under the Securities  Act of 1933, as amended,  or
     pursuant to an exemption from registration under such Act, and

     (ii) that such  Director is  acquiring  such shares of Class A Common Stock
     for his own account and not with a view to the distribution thereof.


VII. Adjustments

     The number of shares of Class A Common  Stock of the Company  reserved  for
grants  under  the Plan  shall  be  subject  to  appropriate  adjustment  by the
Committee,   as  necessary,   to  reflect  any  stock  split,   stock  dividend,
recapitalization,   reclassification,  merger,  consolidation,   reorganization,
combination or exchange of shares or similar event.
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VIII. Miscellaneous Provisions

     A.  Nothing  in the Plan shall be  construed  to give any  Director  of the
Company any right to a grant of an Option  under the Plan unless all  conditions
described  within the Plan are met as determined  in the sole  discretion of the
Committee.

     B.  Neither the Plan,  nor the  granting of an Option nor any other  action
taken pursuant to the Plan,  shall constitute or be evidence of any agreement or
understanding,  express or implied,  that the Company will retain a Director for
any period of time.  Nothing in the Plan  shall in any  manner be  construed  to
limit in any way the right of the Company or its  stockholders to reelect or not
reelect or renominate or not renominate a participating Director.

     C. The costs and expenses of  administering  the Plan shall be borne by the
Company  and not  charged  to any  grant of an Option  nor to any  participating
Director.

     D. The Company may make such  provisions and take such steps as it may deem
necessary or appropriate  for the  withholding of any taxes which the Company is
required  by  any  law or  regulation  of any  governmental  authority,  whether
federal,  state or local,  to  withhold in  connection  with any event or action
under the Plan.


IX. Term, Amendment and Termination

     A. The Plan will  terminate  on July 26,  2010.  Under  the  Plan,  Options
outstanding  as of July 26,  2010  shall  not be  affected  or  impaired  by the
termination of the Plan.

     B. The Board may amend,  alter,  or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would (i) impair the rights of
an optionee under an Option theretofore  granted without the optionee's consent,
except such an  amendment  made to cause the Plan to qualify  for the  exemption
provided  by  Rule  16b-3,   as  promulgated  by  the  Securities  and  Exchange
Commissioner  any  successor  agency under Section 16(b) of the Exchange Act, as
amended from time to time ("Rule  16b-3"),  or (ii) disqualify the Plan from the
exemption  provided by Rule 16b-3. In addition,  no such amendment shall be made
without the approval of the Company's  stockholders  to the extent such approval
is required by law or agreement.

     C. Subject to the above provisions, the Board shall have authority to amend
the Plan to take into account  changes in law and tax and accounting  rules,  as
well as other  developments  and to grant  Awards which  qualify for  beneficial
treatment under such rules without stockholder approval.

     D. No  amendment  to Sections 4 or 5 of the Plan may be made more than once
every six months,  other than to comport with  changes in the  Internal  Revenue
Code, ERISA, or the rules thereunder.


X. Governing Law

     The Plan and all  determinations  made and actions taken  pursuant  thereto
shall be governed by the laws of the State of
Delaware and construed accordingly.
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XI. Approval by Stockholders

     The Plan shall become  effective only upon approval by the  stockholders of
the Company.