Exhibit 10.11
                              EMPLOYMENT AGREEMENT



     This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of
the  Effective  Date (as defined  below),  by and between  Styleclick,  Inc.,  a
Delaware  corporation (the  "Company"),  and Maurizio  Vecchione,  an individual
resident in California (the "Employee").

                                    RECITALS

     WHEREAS, the Company is a corporation  engaged,  either directly or through
its  subsidiaries,  in the  development  and marketing of internet  services and
products and the handling and facilitating of e-commerce;

     WHEREAS,  the  Employee is employed by  Styleclick.com  Inc.,  a California
corporation  ("Styleclick"),  as its Co-Chief  Executive  Officer and  President
pursuant to an  Employment  Agreement,  dated  January 1, 1998,  as amended (the
"Existing Agreement");

     WHEREAS,  Merger Sub, a California corporation to be formed by the Company,
will merge with and into  Styleclick  (the  "Merger") on a date to be determined
(the "Effective Date");

     WHEREAS,  the  Company  desires  to  secure  Employee's  employment  as  an
executive of the Company following the Merger;

     WHEREAS, Employee desires to accept such employment; and

     WHEREAS,  the Company and Employee now desire to enter into this  Agreement
for the purpose of  superseding  the  Existing  Agreement in its entirety and to
provide  for  the  employment  of  Employee  by the  Company  on the  terms  and
conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the above  recitals  and the mutual
promises and covenants set forth herein,  and for other valuable  consideration,
the adequacy and receipt of which are hereby  acknowledged,  the parties  hereby
agree as follows:

     1. Employment; Term.

          1.1  Titles;  Duties.  The  Company  agrees  to employ  Employee,  and
     Employee agrees to be employed by the Company,  as the Company's  President
     and Chief  Executive  Officer,  for a term commencing on the Effective Date
     and continuing until the second  anniversary of the Effective Date,  unless
     earlier  terminated in accordance  with the  provisions of Section 4 hereof
     (the "Term").  Employee's  primary  duties and  responsibilities  hereunder
     shall be to manage,  administer and direct,  subject to the supervision and
     direction of the Company's  Board of Directors (the "Board"),  the business
     and   operations   of  the  Company  as  well  as  such  other  duties  and
     responsibilities  as may be  prescribed  from  time to  time by the  Board.
     Employee agrees to perform such duties and to satisfy such responsibilities
     throughout the Term.
<PAGE>
          1.2 Location.  The services to be rendered by Employee hereunder shall
     be furnished at such places as the Company  reasonably  deems  appropriate,
     but in no event  will  Employee  be  required  to  relocate  his  principal
     residence outside Los Angeles, California.

     2. Compensation.

          2.1 Base  Salary.  The  Company  agrees to pay  Employee,  during  his
     employment  hereunder,  a  salary  at the  rate of Two  Hundred  and  Fifty
     Thousand  Dollars  ($250,000)  per year (the  "Base  Salary"),  payable  in
     accordance  with  the  Company's   regular  salary  payroll   policies  and
     procedures.

          2.2 Annual Bonus.  In addition to the Base Salary  payable to Employee
     under Section 2.1, the Company shall pay to Employee an annual  performance
     bonus for each fiscal year of the Company during his  employment  hereunder
     in the amount of Fifty Thousand  Dollars  ($50,000) if the Company  attains
     ninety  percent (90%) of its budgeted  sales target for such fiscal year as
     mutually agreed between Employee and the Board.

          2.3 Expenses.  It is recognized that, during his employment hereunder,
     Employee will be required to incur ordinary and necessary business expenses
     in connection  with the  performance  of his duties,  and Employee shall be
     entitled  to  reimbursement  for  such  expenses  in  accordance  with  the
     Company's  general   reimbursement   policies  and  procedures  as  may  be
     established from time to time by the Board.

          2.4 Home  Office.  Employee  shall be  entitled to  reimbursement  for
     reasonable  expenses  incurred in connection with his home office as may be
     required  in order  to  perform  his  duties  under  this  Agreement,  upon
     presentation of vouchers or other evidence of those  expenditures in a form
     in  accordance  with  the  Company's  policies  and  procedures  as  may be
     established  from  time to time by the  Board.  Without  limitation  of the
     immediately  preceding  sentence,  the  Company  acknowledges  that it is a
     requirement  of Employee's  duties that Employee have a separate  telephone
     line at his home office and the expense  incurred by Employee in connection
     with the installation and use of such separate  telephone  facilities shall
     be reimbursed to Employee when and as incurred.

          2.5  Benefits.  During his  employment  hereunder,  Employee  shall be
     eligible to participate in the Company's benefit programs,  including group
     medical,  dental and medical reimbursement programs, life insurance benefit
     programs,  retirement plans, and other such benefit programs as may be made
     available to the Company's  executives  generally,  upon the same terms and
     conditions as such programs are made  available to other senior  executives
     of the Company.

          2.6  Vacation.  Except to the extent  that the  Company  Policies  and
     Procedures,  as in  effect  from  time to time,  permit  the  carryover  of
     vacation  periods,  Employee  shall be  entitled to three (3) full weeks of
     vacation  (in  advance)  during  each  year  of his  employment  hereunder.
     Employee  agrees that,  without the express  prior  written  consent of the
     Company,  such vacation periods shall not be accumulated but shall be taken
     during each calendar year or forfeited, and Employee agrees to schedule and
     take such vacation at a time or times which do not unreasonably  impair the
     Company's operations.
<PAGE>
          2.7 Options.  The Company shall assume the stock option (the "Option")
     to purchase  150,000  shares of Common Stock,  no par value,  of Styleclick
     ("Styleclick  Common Stock") that was granted to Employee as of January __,
     2000 (the "Grant Date"). The Employee  acknowledges and agrees that (i) the
     Option shall be  exercisable  at a price per share equal to the fair market
     value  of a share  of  Styleclick  Common  Stock on the  Grant  Date;  (ii)
     twenty-five  percent (25%) of the Option shall vest and become  exercisable
     on the first  anniversary of the Grant Date and the remainder of the Option
     shall vest ratably over the  thirty-six  month period  following  the first
     anniversary  of the Grant Date,  provided that the Option shall become 100%
     vested and exercisable upon a Change in Control (as such term is defined in
     the Company's  stock option plan, but not including the Merger);  (iii) the
     Option  shall  expire upon the  earlier to occur of (A) ten  years from the
     Grant Date (the "Option  Term") or (B) except as otherwise  provided in the
     agreement  pursuant to which the Option was granted,  90 days following the
     termination  of Employee's  employment  with the Company for any reason and
     (iv) other than  acceleration of the Option  following a Change in Control,
     the Option shall not otherwise become vested and exercisable as a result of
     the  termination or  non-renewal  of this Agreement (or the  termination of
     Employee's employment with the Company) for any reason.

          2.8 Indemnification/D&O  Insurance.  Employee shall be entitled during
     the Term,  and  thereafter in regard to any claim or assertion  relating to
     actions,  circumstances or events occurring during the Term, to the benefit
     of the  indemnification  provisions  contained in the Company's  Bylaws, as
     they  may be  amended  from  time  to  time,  to the  extent  permitted  by
     applicable   law;   provided,    however,   that,    notwithstanding   such
     indemnification  provisions,  Employee  shall not be required to serve as a
     director of the Company  during any period of time in which Employee is not
     covered  by a policy of  directors'  and  officers'  errors  and  omissions
     insurance policy, having coverage in the amount of $5 million.

     3. Sick Leave and Disability.

          3.1 During the Term,  in the event that Employee  shall,  by reason of
     illness or other  physical or mental  disability,  be unable to perform his
     duties hereunder for a period of up to one hundred eighty (180) consecutive
     days,  said  illness or  disability  shall be deemed for  purposes  of this
     Agreement  to be  temporary  and  Employee  shall  continue  to receive all
     compensation payable pursuant to Section 2.

          3.2 During the Term,  in the event that Employee  shall,  by reason of
     illness or other  physical  or metal  disability,  be unable to perform his
     duties hereunder for more than one hundred eighty (180)  consecutive  days,
     said illness or disability  shall be deemed for purposes of this  Agreement
     to be permanent  (a  "Permanent  Disability"),  and  Employee's  employment
     hereunder  shall  thereupon  terminate,  and,  subject to the provisions of
     Section  3.3  hereof,  the  Company  shall  have  no  further   obligations
     whatsoever  to  Employee,  except  pursuant  to the  Option and to make the
     severance payments provided in Sections 2.7 and 4.1 hereof,  which payments
     shall  be  paid  to  Employee  immediately  upon  such  termination.  It is
     understood  that,  except  as  provided  in  Sections  3.1 and 3.3  hereof,
     Employee shall not be entitled to receive compensation during any period of
     Permanent Disability.
<PAGE>
          3.3 In the event of  Employee's  Permanent  Disability  as provided in
     Sections  3.2  hereof,  if the  Company  does not then have a  Company-paid
     disability insurance plan providing for Employee to receive payments for as
     long as Employee remains permanently  disabled in amounts equal to at least
     seventy  percent  (70%)  of  Employee's  salary  paid as  provided  in this
     Agreement,  the Company shall make disability  payments monthly to Employee
     for so long as Employee remains permanently  disabled in an amount equal to
     the excess of seventy  percent  (70%) of  Employee's  Base  Salary over the
     percentage  of Employee's  Base Salary paid under the Company's  disability
     insurance plan.

     4. Termination of Employee's Employment.

          4.1 Termination by the Company due to Death,  Permanent  Disability or
     other than for Cause. If Employee's employment is terminated by the Company
     due to Employee's death or Permanent Disability or other than for Cause (as
     defined below),  then (i) the Company shall continue to pay Employee's Base
     Salary and to provide  Employee with medical,  dental and life insurance on
     the same basis as  provided  to active  executives  of the  Company for the
     remainder  of the Term,  subject to the terms of any third party  agreement
     relating to the provision of such benefits;  and (ii) the Company shall pay
     Employee the Accrued Obligations (as defined below).

          4.2  Termination  by the Company for Cause or by Employee.  Except for
     the payment of any Accrued Obligations,  in the event of the termination of
     Employee's  employment  by the Company for Cause or by the Employee for any
     reason,  the Company shall have no further  obligation  or liability  under
     this Agreement. For purposes of this Agreement, "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,  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
     herein;  or (iv) the willful or gross  neglect by Employee of the  material
     duties required by this Agreement.

          4.3  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 4.1 hereof.  If Employee obtains
     other  employment  during the Term,  the  amount of any  payment or benefit
     provided for under Section 4.1 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
     such other employer.  For purposes of this Section 4.3, Employee shall have
     an obligation to inform the Company regarding Employee's  employment status
     following termination and during the period encompassing the Term.
<PAGE>
          4.4  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  (excluding  the  Option)  previously  earned but  deferred by
     Employee  (together with any interest or earnings thereon) that has not yet
     been paid.

     5. Confidential Information; Non-Solicitation; Proprietary Rights.

          5.1 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,  or 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  with  the  Company  or any of its
     subsidiaries of 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 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 or its subsidiaries or affiliates
     or  prepared  by Employee  in the course of  Employee's  employment  by the
     Company  or 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.

          5.2  Consulting  Services.  During  the  two  year  period  commencing
     immediately  upon the  termination of Employee's  employment for any reason
     (other than Employee's death) (the "Consulting Period"),  Employee shall be
     available  for  consultation  with the  Company  and its  subsidiaries  and
     affiliates  concerning their general operations and the industries in which
     they  engage in  business.  In  addition,  during  the  Consulting  Period,
     Employee will aid, assist and consult with the Company and its subsidiaries
     and  affiliates  with  respect  to  their  dealings  with  clients  and the
     enhancement  of their  recognition  and  reputation.  During the Consulting
     Period,  Employee  shall  devote such time and energy to the affairs of the
     Company and its subsidiaries  and affiliates as may be reasonably  required
     to carry out his duties  hereunder  without  jeopardizing  Employee's  then
     full-time,  non-Company employment opportunities;  provided,  however, that
     Employee  shall not be obligated  to devote more than  50 hours per year to
     the performance of such duties.  In consideration of Employee's  consulting
     services,  and in consideration of Employee's  covenants  contained in this
     Section 5,  the Company shall pay to Employee $30,000 during each full year
     of the  Consulting  Period,  payable  in equal  monthly  installments.  The
     Company  further  agrees  to  reimburse  Employee  for all  reasonable  and
     necessary  business expenses incurred by Employee in the performance of his
     consulting services in accordance with the Company's  reimbursement policy,
     including,  without  limitation,  the submission of supporting  evidence as
     reasonably required by the Company.
<PAGE>
          5.3 Non-Competition.  (a) During the Term, Employee shall not, without
     the prior written consent of the Company,  directly or indirectly engage in
     or assist any activity which is the same as, similar to or competitive with
     the business of the Company  (other than on behalf of the Company or any of
     its subsidiaries or affiliates) including, without limitation, whether such
     engagement or assistance is as an officer, director, proprietor,  employee,
     partner,  investor  (other  than  as a  holder  of  less  than  5%  of  the
     outstanding  capital stock of a  publicly-traded  corporation),  guarantor,
     consultant,  advisor,  agent,  sales  representative or other  participant,
     anywhere  in the  world  that the  Company  or any of its  subsidiaries  or
     affiliates  has been  engaged;  provided  that the  Employee may serve as a
     director or guarantor or be an investor  with respect to such a business to
     the extent he holds  such  status on the  Effective  Date and to the extent
     such positions are set forth on Schedule I hereto.

          (b) In the event the Employee's  employment hereunder is terminated by
     the  Employee  for any reason or by the  Company  pursuant  to Section  4.2
     hereof,  the  Employee  shall  not for a period  of  24 months  thereafter,
     without the prior  written  consent of the Company,  directly or indirectly
     engage in or assist any  activity  which  provides  third party  e-commerce
     services to  clientele of the type  serviced by the Company  (other than on
     behalf of the Company or any of its subsidiaries or affiliates)  including,
     without limitation, whether such engagement or assistance is as an officer,
     director,  proprietor,  employee, partner, investor (other than as a holder
     of less  than 5% of the  outstanding  capital  stock  of a  publicly-traded
     corporation),  guarantor,  consultant, advisor, agent, sales representative
     or other participant,  anywhere in the world that the Company or any of its
     subsidiaries or affiliates has been engaged in such activity; provided that
     the Employee  may serve as a director or  guarantor or be an investor  with
     respect  to such a  business  to the  extent  he holds  such  status on the
     Effective Date and to the extent such positions are set forth on Schedule I
     hereto  (collectively,   "Competitive  Activities").   Notwithstanding  the
     foregoing,  nothing herein shall limit Employee's  ability to own interests
     in or manage  entities  which  engage in the  business of the Company as an
     incidental part of their primary  business and which do not hold themselves
     out generally as competitors of the Company or any of its  subsidiaries  or
     affiliates.

          (c) In the event the Employee's  employment hereunder is terminated by
     the  Company  other than for Cause  pursuant  to Section  4.1  hereof,  the
     Employee shall not for a period of 15 months thereafter,  without the prior
     written consent of the Company,  directly or indirectly engage in or assist
     any Competitive Activities.  Notwithstanding the foregoing,  nothing herein
     shall limit Employee's ability to own interests in or manage entities which
     engage  in the  business  of the  Company  as an  incidental  part of their
     primary  business  and  which  do not  hold  themselves  out  generally  as
     competitors of the Company or any of its subsidiaries or affiliates.

          (d) In the event the Employee's  employment with the Company continues
     through the second  anniversary  of the Effective  Date and the  Employee's
     employment  with the Company is thereafter  terminated for any reason,  the
     Employee shall not for a period of 12 months thereafter,  without the prior
     written consent of the Company,  directly or indirectly engage in or assist
     any Competitive Activities.  Notwithstanding the foregoing,  nothing herein
     shall limit Employee's ability to own interests in or manage entities which
     engage  in the  business  of the  Company  as an  incidental  part of their
     primary  business  and  which  do not  hold  themselves  out  generally  as
     competitors of the Company or any of its subsidiaries or affiliates.
<PAGE>
          5.4  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, 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.

          5.5 Non-Solicitation of Customers. During the Term, Employee shall not
     solicit  any  customers  of the  Company  or any  of  its  subsidiaries  or
     affiliates or encourage (regardless of whom initiates the contact) any such
     customers  to use the  facilities  or  services  of any  competitor  of the
     Company or any of its subsidiaries or affiliates.

          5.6 Proprietary  Rights;  Assignment.  All Employee  Developments  (as
     defined  below)  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
     shall  remain  the sole  property  of the  Company or its  subsidiaries  or
     affiliates.  The  Employee  shall  acquire no  proprietary  interest in any
     Confidential  Information  or Employee  Developments  developed or acquired
     during the Term or during  Employee's  employment with the Company's or its
     subsidiaries or predecessors. To the extent that 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.
<PAGE>
          5.7  Compliance  with Policies and  Procedures.  During his employment
     hereunder,   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.

          5.8 Remedies for Breach.  Employee  expressly  agrees and  understands
     that the remedy at law for any breach by Employee of this Section 5 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  5 the  Company  shall be  entitled  to  obtain  from any  court of
     competent  jurisdiction  immediate  injunctive relief and 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 5 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 5, which may be pursued by or available to the Company.

          5.9 Survival of Provision. The obligations contained in this Section 5
     shall 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
     5 is excessive  in duration or scope or is  unreasonable  or  unenforceable
     under the laws of such 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 laws of such state.

     6. Miscellaneous.

          6.1 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.  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  that  the  same  are  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.

          6.2 Assignment;  Successors.  This Agreement is personal in its nature
     and none of the  parties  hereto  shall,  without  the consent of the other
     parties,  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.

          6.3  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.
<PAGE>
          6.4  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.

          6.5 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 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.

          6.6 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.

          6.7  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 4.2 of this Agreement.

          6.8 Governing  Law.  This  Agreement  shall  governed and construed in
     accordance with the laws of the State of California,  without regard to the
     rules thereof relating to conflict of laws.

<PAGE>
                             [Signature Page for Vecchione Employment Agreement]

          IN  WITNESS  WHEREOF,  the  parties  hereto  have duly  executed  this
     Agreement as of the 27th day of July, 2000.

                                           STYLECLICK, INC.


                                    By:
                                           ------------------------------
                                    Name:  Deirdre Stanley
                                    Title: Vice President


                                           EMPLOYEE



                                           ------------------------------
                                           Maurizio Vecchione