Exhibit 10.13
                                STYLECLICK, INC.

                                2000 STOCK PLAN

     Purposes of the Plan. The purposes of this Styleclick, Inc. 2000 Stock Plan
are:  to attract  and retain  the best  available  personnel  for  positions  of
substantial  responsibility,  to  provide  additional  incentive  to  Employees,
Directors and Consultants, and to promote the success of the Company's business.
Options  granted under the Plan may be Incentive  Stock Options or  Nonstatutory
Stock Options,  as determined by the  Administrator at the time of grant.  Stock
Purchase Rights may also be granted under the Plan.
     Definitions. As used herein, the following definitions shall apply:
          "Administrator"  means the Board or any of its  Committees as shall be
     administering the Plan, in accordance with Section 4 of the Plan.
          "Applicable   Laws"   means   the   requirements   relating   to   the
     administration  of stock option plans under U.S. state corporate laws, U.S.
     federal  and state  securities  laws,  the  Code,  any  stock  exchange  or
     quotation  system on which  the  Common  Stock is listed or quoted  and the
     applicable  laws of any foreign  country or  jurisdiction  where Options or
     Stock Purchase Rights are, or will be, granted under the Plan.
          "Board" means the Board of Directors of the Company.
          "Cause" means  termination of an Optionee's  employment by the Company
     for such reasons as may be defined as "Cause" in any applicable  employment
     agreement,  or, if an Optionee is not party to a valid employment agreement
     at the time of his or her termination, shall mean (i) the plea of guilty or
     nolo  contendere to, or conviction  for, the commission of a felony offense
     by an Optionee,  (ii) a material  breach by an Optionee of a fiduciary duty
     owed  to the  Company  or any of its  subsidiaries;  (iii) a  breach  by an
     Optionee  of  any   non-disclosure,   non-solicitation  or  non-competition
     obligation owed to the Company or any of its subsidiaries; (iv) the willful
     or gross neglect by an Optionee of his or her  employment  duties;  and (v)
     such other events as shall be determined by the Board or the Committee.
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          "Code" means the Internal Revenue Code of 1986, as amended.
          "Committee"  means a committee of Directors  appointed by the Board in
     accordance with Section 4 of the Plan.
          "Common Stock" means the Class A Common Stock of the Company.
          "Company" means Styleclick, Inc., a Delaware corporation.
          "Consultant"  means any person,  including an advisor,  engaged by the
     Company or a Parent or Subsidiary to render services to such entity.
          "Director" means a member of the Board.
          "Disability"  means  total and  permanent  disability  as  defined  in
     Section 22(e)(3) of the Code.
          "Employee"  means  any  person,   including  Officers  and  Directors,
     employed by the Company or any Parent or Subsidiary  or other  affiliate of
     the Company.  A Service  Provider  shall not cease to be an Employee in the
     case of (i) any leave of absence approved by the Company or  (ii) transfers
     between  locations of the Company or between the Company,  its Parent,  any
     Subsidiary,  or any successor.  For purposes of Incentive Stock Options, no
     such leave may exceed ninety days,

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     unless  reemployment upon expiration of such leave is guaranteed by statute
     or contract. If reemployment upon expiration of a leave of absence approved
     by the  Company  is not so  guaranteed,  on the 181st day of such leave any
     Incentive Stock Option held by the Optionee shall cease to be treated as an
     Incentive  Stock  Option  and  shall  be  treated  for  tax  purposes  as a
     Nonstatutory  Stock Option.  Neither service as a Director nor payment of a
     director's   fee  by  the  Company   shall  be   sufficient  to  constitute
     "employment" by the Company.
          "Exchange Act" means the Securities Exchange Act of 1934, as amended.
          "Fair Market Value" means,  as of any date,  the value of Common Stock
     determined as follows:
          If the Common Stock is listed on any  established  stock exchange or a
     national market system, including,  without limitation, the Nasdaq National
     Market or The Nasdaq SmallCap  Market of The Nasdaq Stock Market,  its Fair
     Market  Value  shall be the  closing  sales  price  for such  stock (or the
     closing  bid,  if no sales were  reported)  as quoted on such  exchange  or
     system for the last market  trading day prior to the day of  determination,
     as  reported  in The  Wall  Street  Journal  or such  other  source  as the
     Administrator deems reliable;
          If the Common  Stock is regularly  quoted by a  recognized  securities
     dealer but selling  prices are not  reported,  the Fair  Market  Value of a
     Share of Common  Stock shall be the mean between the high bid and low asked
     prices for the Common Stock on the last market trading day prior to the day
     of  determination,  as reported  in The Wall  Street  Journal or such other
     source as the Administrator deems reliable; or
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          In the absence of an established market for the Common Stock, the Fair
     Market Value shall be  determined  in good faith by the  Administrator  and
     computed in accordance with applicable  regulations of the Internal Revenue
     Service.
          "Incentive  Stock  Option"  means an Option  intended to qualify as an
     incentive  stock option within the meaning of  Section 422  of the Code and
     the regulations promulgated thereunder.
          "ISN Substitute  Option" means an Option under the Plan converted from
     a  previously  outstanding  option to purchase  units of Internet  Shopping
     Network LLC, a Delaware limited liability  company that,  following closing
     of the Transaction, will be a wholly-owned subsidiary of the Company.
          "Nonstatutory Stock Option" means an Option not intended to qualify as
     an Incentive Stock Option.
          "Notice of Grant"  means a written  or  electronic  notice  evidencing
     certain  terms and  conditions of an  individual  Option or Stock  Purchase
     Right grant. The Notice of Grant is part of the Option Agreement.

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          "Officer"  means a person who is an officer of the Company  within the
     meaning of  Section 16  of the Exchange  Act and the rules and  regulations
     promulgated thereunder.
          "Old  Styleclick  Substitute  Option"  means an Option  under the Plan
     converted  from a  previously  outstanding  option  to  purchase  stock  in
     Styleclick.com  Inc., a California  corporation that,  following closing of
     the Transaction, will be a wholly-owned subsidiary of the Company.
          "Option" means a stock option granted pursuant to the Plan.
          "Option  Agreement"  means an  agreement  between  the  Company and an
     Optionee evidencing the terms and conditions of an individual Option grant.
     The Option Agreement is subject to the terms and conditions of the Plan.
          "Option Exchange Program" means a program whereby  outstanding Options
     are surrendered in exchange for Options with a lower exercise price.
          "Optioned  Stock" means the Common Stock subject to an Option or Stock
     Purchase Right.
          "Optionee" means the holder of an outstanding Option or Stock Purchase
     Right granted under the Plan.
          "Parent"  means  a  "parent  corporation,"  whether  now or  hereafter
     existing, as defined in Section 424(e) of the Code.
          "Plan" means this Styleclick, Inc. 2000 Stock Plan.
          "Restricted Stock" means shares of Common Stock acquired pursuant to a
     grant of Stock Purchase Rights under Section 11 of the Plan.
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          "Restricted  Stock  Purchase  Agreement"  means  a  written  agreement
     between the Company and the Optionee  evidencing the terms and restrictions
     applying to stock purchased  under a Stock Purchase  Right.  The Restricted
     Stock Purchase Agreement is subject to the terms and conditions of the Plan
     and the Notice of Grant.
          "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any  successor to
     Rule 16b-3, as in effect when discretion is being exercised with respect to
     the Plan.
          "Section 16(b)" means Section 16(b) of the Exchange Act.
          "Service Provider" means an Employee, Director or Consultant.
          "Share" means a share of the Common  Stock,  as adjusted in accordance
     with Section 13 of the Plan.
          "Stock  Purchase  Right"  means the  right to  purchase  Common  Stock
     pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.
          "Subsidiary"  means  a  "subsidiary   corporation,"   whether  now  or
     hereafter existing, as defined in Section 424(f) of the Code.
          "Substitute  Option" means Old Styleclick  Substitute  Options and ISN
     Substitute  Options.  Any Substitute  Option shall be in lieu of, and shall
     replace in its entirety,  the equivalent  prior option,  which prior option
     shall be null and void and of no further force or effect following  closing
     of the Transaction, except as otherwise provided herein.
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          "Transaction"  means the  merger of each of  Styleclick.com  Inc.  and
     Internet Shopping Network LLC with wholly-owned subsidiaries of the Company
     pursuant to the Amended and Restated Agreement and Plan of Merger, dated as
     of March 23, 2000, among  Styleclick.com  Inc.,  Internet  Shopping Network
     LLC, USANi Sub LLC, a Delaware limited liability company.
          Stock Subject to the Plan.  Subject to the provisions of Section 13 of
     the Plan, the maximum  aggregate number of Shares which may be optioned and
     sold under the Plan is 15,000,000 Shares. The Shares may be authorized, but
     unissued, or reacquired Common Stock.
          If an Option or Stock Purchase Right expires or becomes  unexercisable
     without  having been  exercised in full, or is  surrendered  pursuant to an
     Option Exchange Program,  the unpurchased Shares which were subject thereto
     shall become  available for future grant or sale under the Plan (unless the
     Plan has  terminated);  provided,  however,  that Shares that have actually
     been issued under the Plan,  whether  upon  exercise of an Option or Right,
     shall not be returned to the Plan and shall not become available for future
     distribution  under the Plan, except that if Shares of Restricted Stock are
     repurchased by the Company at their original  purchase  price,  such Shares
     shall become available for future grant under the Plan.
               Administration of the Plan.
                    Procedure- in General. The Plan shall be administered by (i)
               the  Committee,  which  shall be  comprised  of not less than two
               directors  appointed by the Board, each of whom is intended to be
               a "Non-Employee  Director" (within the meaning of Rule 16b-3) and
               an "outside  director" (within the meaning of Code Section 162(m)
               and  the  Treasury  Regulations  promulgated  thereunder)  to the
               extent that Rule 16b-3 and Code Section 162(m),  respectively are
               applicable  to the  Company  and to  Options  and Stock  Purchase
               Rights  granted  under  the  Plan;  or (ii) if at any time such a
               committee has not been so designated by the Board, the Board.
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                    Powers of the  Administrator.  Subject to the  provisions of
               the Plan, and in the case of a Committee, subject to the specific
               duties   delegated   by  the   Board  to  such   Committee,   the
               Administrator shall have the authority, in its discretion:
                         to determine the Fair Market Value;
                         to select the  Service  Providers  to whom  Options and
                    Stock Purchase Rights may be granted hereunder;
                         to determine the number of shares of Common Stock to be
                    covered by each  Option  and Stock  Purchase  Right  granted
                    hereunder;
                         to approve forms of agreement for use under the Plan;
                         to determine the terms and conditions, not inconsistent
                    with the terms of the Plan, of any Option or Stock  Purchase
                    Right granted hereunder.  Such terms and conditions include,
                    but are not  limited  to, the  exercise  price,  the time or
                    times when Options or Stock Purchase Rights may be exercised
                    (which may be based on  performance  criteria),  any vesting
                    acceleration or waiver of forfeiture  restrictions,  and any
                    restriction  or  limitation  regarding  any  Option or Stock
                    Purchase  Right  or the  shares  of  Common  Stock  relating
                    thereto,   based  in  each  case  on  such  factors  as  the
                    Administrator, in its sole discretion, shall determine;
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                         to institute an Option Exchange Program;
                         to  construe  and  interpret  the terms of the Plan and
                    awards   granted   pursuant  to  the  Plan  and   interpret,
                    administer, reconcile any inconsistency, correct any default
                    and/or supply any omission in the Plan and any instrument or
                    agreement relating to, or Option granted under, the Plan;
                         to prescribe,  amend and rescind rules and  regulations
                    relating  to  the  Plan,  including  rules  and  regulations
                    relating  to  sub-plans   established  for  the  purpose  of
                    qualifying  for preferred  tax  treatment  under foreign tax
                    laws;
                         to modify or amend each Option or Stock  Purchase Right
                    (subject  to  Section 16(c)  of  the  Plan),  including  the
                    discretionary   authority  to  extend  the  post-termination
                    exercisability  period of Options  longer than is  otherwise
                    provided for in the Plan;
                         to  allow   Optionees   to  satisfy   withholding   tax
                    obligations  by electing to have the Company  withhold  from
                    the Shares to be issued upon  exercise of an Option or Stock
                    Purchase  Right that  number of Shares  having a Fair Market
                    Value equal to the amount required to be withheld.  The Fair
                    Market  Value  of  the  Shares  to  be  withheld   shall  be
                    determined on the date that the amount of tax to be withheld
                    is to be  determined.  All  elections by an Optionee to have
                    Shares  withheld for this purpose shall be made in such form
                    and under  such  conditions  as the  Administrator  may deem
                    necessary or advisable;
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                         to  authorize  any  person to  execute on behalf of the
                    Company  any  instrument  required to effect the grant of an
                    Option or Stock  Purchase  Right  previously  granted by the
                    Administrator;
                         to make all other  determinations  deemed  necessary or
                    advisable for administering the Plan.
                         Effect of Administrator's Decision. The Administrator's
                    decisions, determinations and interpretations shall be final
                    and  binding  on all  Optionees  and any  other  holders  of
                    Options or Stock Purchase Rights. No member of the Committee
                    shall be liable for any action or determination made in good
                    faith with respect to the Plan or any Option hereunder.
                         Eligibility.   Nonstatutory  Stock  Options  and  Stock
                    Purchase  Rights  may  be  granted  to  Service   Providers.
                    Incentive Stock Options may be granted only to Employees.
                         Except  as  may   specifically   be   provided  by  the
                    Administrator  from time to time with  respect  to  specific
                    Service  Providers  or  specific  Employees,  in order to be
                    eligible to receive any stock  options  under the Plan other
                    than Substitute  Options,  a Service Provider must agree not
                    to  solicit  employees  of the  Company  and  not to  reveal
                    confidential  information  of the  Company,  and an Employee
                    must   agree   to   similar   provisions   as   well   as  a
                    non-competition   provision.  The  terms,  conditions,   and
                    provisions     relating    to    these     non-solicitation,
                    confidentiality  and  non-competition  provisions  shall  be
                    determined by the Administrator.
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          1. Limitations.
               a) Each Option  shall be  designated  in the Option  Agreement as
          either an  Incentive  Stock  Option or a  Nonstatutory  Stock  Option.
          However,  notwithstanding  such  designation,  to the extent  that the
          aggregate  Fair  Market  Value of the  Shares  with  respect  to which
          Incentive  Stock  Options  are  exercisable  for the first time by the
          Optionee  during any calendar year (under all plans of the Company and
          any Parent or  Subsidiary)  exceeds  $100,000,  such Options  shall be
          treated as  Nonstatutory  Stock Options.  For purposes of this Section
          6(a), Incentive Stock Options shall be taken into account in the order
          in which they were granted.  The Fair Market Value of the Shares shall
          be determined as of the time the Option with respect to such Shares is
          granted.
               Neither  the Plan nor any Option or Stock  Purchase  Right  shall
          confer  upon an  Optionee  any right with  respect to  continuing  the
          Optionee's  relationship as a Service  Provider with the Company,  nor
          shall  they  interfere  in any way  with the  Optionee's  right or the
          Company's  right to terminate such  relationship  at any time, with or
          without cause.
               The following limitations shall apply to grants of Options:
               No Service  Provider  shall be  granted,  during the life of this
          Plan,  Options to purchase more than 80% of the Shares  authorized for
          issuance hereunder.

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               The foregoing  limitations shall be adjusted  proportionately  in
          connection  with  any  change  in  the  Company's   capitalization  as
          described in Section 14.
               If an Option is  canceled  in the same fiscal year of the Company
          in which it was granted  (other than in connection  with a transaction
          described in Section 14), the canceled  Option will be counted against
          the  limits  set forth in  subsections  (i) and (ii)  above.  For this
          purpose,  if  the  exercise  price  of  an  Option  is  reduced,   the
          transaction  will be treated as a  cancellation  of the Option and the
          grant of a new Option.
          Term of Plan. Subject to Section 20 of the Plan, the Plan shall become
     effective upon its adoption by the Board. It shall continue in effect for a
     term of ten (10) years unless  terminated  earlier  under Section 16 of the
     Plan.
          Treatment  of  Substitute  Options.  Notwithstanding  anything  to the
     contrary  contained  herein, a Substitute Option shall continue to have the
     same  terms and  provisions  specified  in the  original  option  agreement
     pursuant to which such option was granted; provided, however, that (i) each
     Old Styleclick  Substitute  Option shall convert into an option to purchase
     the same  number of shares of Common  Stock at the same per share  exercise
     price as applicable to such option prior to the  conversion,  and (ii) each
     ISN  Substitute  Option shall convert into an option to purchase the number
     of shares of Common  Stock  equal to the  product of .601 and the number of
     limited liability company units for which such option was exercisable prior
     to the  conversion  at a per share  exercise  price equal to the product of
     1.664  and  the per  share  exercise  price  of such  option  prior  to the
     conversion.
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          1.  Term of  Option.  The term of each  Option  shall be stated in the
     Option Agreement.  In the case of an Incentive Stock Option, the term shall
     be ten (10)  years  from the date of grant or such  shorter  term as may be
     provided in the Option  Agreement.  Moreover,  in the case of an  Incentive
     Stock Option  granted to an Optionee who, at the time the  Incentive  Stock
     Option is granted,  owns stock  representing more than ten percent (10%) of
     the total  combined  voting power of all classes of stock of the Company or
     any Parent or Subsidiary,  the term of the Incentive  Stock Option shall be
     five (5)  years  from the  date of  grant  or such  shorter  term as may be
     provided in the Option Agreement.
          2. Option Exercise Price and Consideration.
               a) Exercise Price. The per share exercise price for the Shares to
          be issued pursuant to exercise of an Option shall be determined by the
          Administrator, subject to the following:
               In the case of an Incentive Stock Option
                    granted to an Employee who, at the time the Incentive  Stock
               Option is granted,  owns stock representing more than ten percent
               (10%) of the voting  power of all classes of stock of the Company
               or any Parent or  Subsidiary,  the per Share exercise price shall
               be no less  than 110% of the Fair  Market  Value per Share on the
               date of grant.
  <PAGE>

                    granted to any Employee other than an Employee  described in
               paragraph (A)  immediately  above,  the per Share  exercise price
               shall be no less than 100% of the Fair Market  Value per Share on
               the date of grant.
               In the  case  of a  Nonstatutory  Stock  Option,  the  per  Share
          exercise price shall be determined by the  Administrator.  In the case
          of   a   Nonstatutory    Stock   Option   intended   to   qualify   as
          "performance-based  compensation" within the meaning of Section 162(m)
          of the Code,  the per Share  exercise price shall be no less than 100%
          of the Fair Market Value per Share on the date of grant.
               Notwithstanding the foregoing,  Options may be granted with a per
          Share  exercise  price of less than 100% of the Fair Market  Value per
          Share on the date of grant  pursuant  to a merger  or other  corporate
          transaction.
               Waiting  Period  and  Exercise  Dates.  At the time an  Option is
          granted,  the  Administrator  shall fix the  period  within  which the
          Option may be exercised and shall determine any conditions  which must
          be satisfied before the Option may be exercised.

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               Form of  Consideration.  The  Administrator  shall  determine the
          acceptable form of consideration  for exercising an Option,  including
          the method of payment.  In the case of an Incentive Stock Option,  the
          Administrator  shall determine the acceptable form of consideration at
          the time of grant or the  agreement.  Such  consideration  may consist
          entirely of:
                    cash;
                    check;
                    promissory note;
                    other Shares which (A) in the case of Shares  acquired  upon
               exercise of an option,  have been owned by the  Optionee for more
               than six months on the date of surrender  or which were  acquired
               in the open market,  and (B) have a Fair Market Value on the date
               of surrender equal to the aggregate  exercise price of the Shares
               as to which said Option shall be exercised;
                    consideration  received  by the  Company  under  a  cashless
               exercise  program  implemented by the Company in connection  with
               the Plan;
                    any combination of the foregoing methods of payment; or
                         (1) such other  consideration and method of payment for
                    the issuance of Shares to the extent permitted by Applicable
                    Laws.
          2. Exercise of Option.
               a) Procedure for Exercise;  Rights as a  Stockholder.  Any Option
          granted  hereunder shall be exercisable  according to the terms of the
          Plan and at such times and under such  conditions as determined by the
          Administrator  and set  forth  in the  Option  Agreement.  Unless  the
          Administrator provides otherwise, vesting of Options granted hereunder
          shall be tolled during any unpaid leave of absence.  An Option may not
          be exercised for a fraction of a Share.
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          An  Option  shall  be  deemed  exercised  when the  Company  receives:
     (i) written or electronic notice of exercise (in accordance with the Option
     Agreement) from the person  entitled to exercise the Option,  and (ii) full
     payment for the Shares with respect to which the Option is exercised.  Full
     payment may consist of any consideration  and method of payment  authorized
     by the  Administrator  and permitted by the Option  Agreement and the Plan.
     Shares issued upon exercise of an Option shall be issued in the name of the
     Optionee or, if requested by the Optionee,  in the name of the Optionee and
     his or her  spouse.  Until the  Shares  are  issued  (as  evidenced  by the
     appropriate  entry on the  books  of the  Company  or of a duly  authorized
     transfer  agent of the Company),  no right to vote or receive  dividends or
     any other rights as a stockholder  shall exist with respect to the Optioned
     Stock,  notwithstanding the exercise of the Option. The Company shall issue
     (or cause to be issued) such Shares promptly after the Option is exercised.
     No  adjustment  will be made for a  dividend  or other  right for which the
     record date is prior to the date the Shares are issued,  except as provided
     in Section 13 of the Plan.
          Exercising an Option in any manner shall decrease the number of Shares
     thereafter available,  both for purposes of the Plan and for sale under the
     Option, by the number of Shares as to which the Option is exercised.

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             a)  Termination  of  Relationship  as a Service  Provider.  If an
          Optionee  ceases  to  be a  Service  Provider,  other  than  upon  the
          Optionee's  death or Disability,  the Optionee may exercise his or her
          Option  within  such  period  of time as is  specified  in the  Option
          Agreement  to the  extent  that the  Option  is  vested on the date of
          termination  (but in no event later than the expiration of the term of
          such Option as set forth in the Option Agreement). In the absence of a
          specified  time in the  Option  Agreement,  the  Option  shall  remain
          exercisable for 90 days following the Optionee's  termination,  unless
          such  termination  is for  "Cause",  in  which  case the  Option  will
          immediately terminate and expire. If, on the date of termination,  the
          Optionee  is not  vested as to his or her  entire  Option,  the Shares
          covered by the  unvested  portion of the  Option  shall  revert to the
          Plan. If, after termination, the Optionee does not exercise his or her
          Option  within the time  specified  by the  Administrator,  the Option
          shall terminate, and the Shares covered by such Option shall revert to
          the Plan.  Upon  termination  pursuant  to this  Section  11(b),  each
          Substitute Option shall be exercisable as set forth in Appendix A.
               b) Disability of Optionee.  If an Optionee ceases to be a Service
          Provider as a result of the  Optionee's  Disability,  the Optionee may
          exercise his or her Option  within such period of time as is specified
          in the Option Agreement to the extent the Option is vested on the date
          of termination  (but in no event later than the expiration of the term
          of such Option as set forth in the Option  Agreement).  In the absence
          of a specified time in the Option  Agreement,  the Option shall remain
          exercisable   for  twelve  (12)  months   following   the   Optionee's
          termination.  If,  on the date of  termination,  the  Optionee  is not
          vested as to his or her  entire  Option,  the  Shares  covered  by the
          unvested  portion of the Option  shall  revert to the Plan.  If, after
          termination,  the Optionee  does not exercise his or her Option within
          the time specified herein, the Option shall terminate,  and the Shares
          covered by such  Option  shall  revert to the Plan.  Upon  termination
          pursuant  to this  Section  11(c),  each  Substitute  Option  shall be
          exercisable as set forth in Appendix A.
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          Death of Optionee.  If an Optionee dies while a Service Provider,  the
     Option may be  exercised  within such period of time as is specified in the
     Option  Agreement (but in no event later than the expiration of the term of
     such Option as set forth in the Notice of Grant),  by the Optionee's estate
     or by a person who  acquires the right to exercise the Option by bequest or
     inheritance,  but only to the extent  that the Option is vested on the date
     of death. In the absence of a specified time in the Option  Agreement,  the
     Option  shall  remain  exercisable  for twelve  (12) months  following  the
     Optionee's  termination.  If, at the time of  death,  the  Optionee  is not
     vested as to his or her entire  Option,  the Shares covered by the unvested
     portion of the Option shall immediately  revert to the Plan. The Option may
     be exercised by the executor or administrator of the Optionee's  estate or,
     if none,  by the  person(s)  entitled  to  exercise  the  Option  under the
     Optionee's  will or the laws of descent or  distribution.  If the Option is
     not so  exercised  within  the time  specified  herein,  the  Option  shall
     terminate,  and the Shares covered by such Option shall revert to the Plan.
     Upon  termination  pursuant to this Section 11(d),  each Substitute  Option
     shall be exercisable as set forth in Appendix A.
               a) Buyout Provisions.  The Administrator may at any time offer to
          buy out for a payment in cash or Shares an Option  previously  granted
          based  on  such  terms  and  conditions  as  the  Administrator  shall
          establish and  communicate to the Optionee at the time that such offer
          is made.
          2. Stock Purchase Rights.
               a) Rights to Purchase. Stock Purchase Rights may be issued either
          alone,  in addition to, or in tandem with other awards  granted  under
          the Plan  and/or  cash  awards  made  outside  of the Plan.  After the
          Administrator

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          determines that it will offer Stock Purchase Rights under the Plan, it
          shall advise the offeree in writing or  electronically,  by means of a
          Notice of Grant, of the terms,  conditions and restrictions related to
          the offer,  including  the number of Shares that the offeree  shall be
          entitled to purchase,  the price to be paid, and the time within which
          the offeree  must  accept  such offer.  The offer shall be accepted by
          execution  of a  Restricted  Stock  Purchase  Agreement  in  the  form
          determined by the Administrator.
               Repurchase Option. Unless the Administrator determines otherwise,
          the  Restricted  Stock  Purchase  Agreement  shall grant the Company a
          repurchase  option  exercisable  upon  the  voluntary  or  involuntary
          termination of the purchaser's service with the Company for any reason
          (including  death  or  Disability).  The  purchase  price  for  Shares
          repurchased  pursuant to the Restricted Stock Purchase Agreement shall
          be the  original  price  paid  by the  purchaser  and  may be  paid by
          cancellation of any indebtedness of the purchaser to the Company.  The
          repurchase   option   shall  lapse  at  a  rate   determined   by  the
          Administrator.
               Other Provisions.  The Restricted Stock Purchase  Agreement shall
          contain such other terms,  provisions and conditions not  inconsistent
          with the Plan as may be  determined by the  Administrator  in its sole
          discretion.
               Rights  as a  Stockholder.  Once  the  Stock  Purchase  Right  is
          exercised,  the purchaser shall have the rights equivalent to those of
          a stockholder,  and shall be a stockholder when his or her purchase is
          entered upon the records of the duly authorized  transfer agent of the
          Company.  No adjustment will be made for a dividend or other right for
          which the record date is prior to the date the Stock Purchase Right is
          exercised, except as provided in Section 13 of the Plan.

<PAGE>

          1.  Non-Transferability  of Options and Stock Purchase Rights.  Unless
     determined  otherwise  by the  Administrator,  an Option or Stock  Purchase
     Right may not be sold, pledged,  assigned,  hypothecated,  transferred,  or
     disposed  of in any manner  other than by will or by the laws of descent or
     distribution  and may be  exercised,  during the lifetime of the  Optionee,
     only by the  Optionee.  If the  Administrator  makes  an  Option  or  Stock
     Purchase  Right  transferable,  such Option or Stock  Purchase  Right shall
     contain such  additional  terms and conditions as the  Administrator  deems
     appropriate.
          2. Adjustments Upon Changes in Capitalization,  Dissolution, Merger or
     Asset Sale.
               a) Changes in  Capitalization.  Subject to any required action by
          the stockholders of the Company,  the number of shares of Common Stock
          covered by each  outstanding  Option and Stock Purchase Right, and the
          number of  shares  of Common  Stock  which  have been  authorized  for
          issuance  under the Plan but as to which no Options or Stock  Purchase
          Rights have yet been  granted or which have been  returned to the Plan
          upon  cancellation or expiration of an Option or Stock Purchase Right,
          as well as the price per share of Common  Stock  covered  by each such
          outstanding  Option or Stock Purchase Right,  shall be proportionately
          adjusted for any  increase or decrease in the number of issued  shares
          of Common Stock  resulting  from a stock split,  reverse  stock split,
          stock dividend,  combination or  reclassification of the Common Stock,
          or any other  increase or  decrease in the number of issued  shares of
 <PAGE>

          Common Stock effected without receipt of consideration by the Company;
          provided,  however,  that conversion of any convertible  securities of
          the Company shall not be deemed to have been "effected without receipt
          of  consideration."  Such adjustment shall be made by the Board, whose
          determination in that respect shall be final,  binding and conclusive.
          Except as  expressly  provided  herein,  no issuance by the Company of
          shares of stock of any class, or securities convertible into shares of
          stock of any class,  shall affect, and no adjustment by reason thereof
          shall be made with respect to, the number or price of shares of Common
          Stock subject to an Option or Stock Purchase Right.
               Dissolution  or  Liquidation.   In  the  event  of  the  proposed
          dissolution  or liquidation of the Company,  the  Administrator  shall
          notify each  Optionee as soon as  practicable  prior to the  effective
          date of such proposed transaction. The Administrator in its discretion
          may provide  for an Optionee to have the right to exercise  his or her
          Option until ten (10) days prior to such  transaction as to all of the
          Optioned  Stock  covered  thereby,  including  Shares  as to which the
          Option  would  not  otherwise  be   exercisable.   In  addition,   the
          Administrator   may  provide  that  any  Company   repurchase   option
          applicable to any Shares purchased upon exercise of an Option or Stock
          Purchase  Right  shall  lapse  as to all  such  Shares,  provided  the
          proposed dissolution or liquidation takes place at the time and in the
          manner  contemplated.  To  the  extent  it  has  not  been  previously
          exercised,   an  Option  or  Stock   Purchase   Right  will  terminate
          immediately prior to the consummation of such proposed action.
               Merger or Asset  Sale.  In the  event of a merger of the  Company
          with or into another corporation,  or the sale of substantially all of
          the assets of the Company,  each outstanding Option and Stock Purchase

<PAGE>
          Right shall be assumed or an equivalent option or right substituted by
          the successor  corporation  or a Parent or Subsidiary of the successor
          corporation.  In the event that the successor  corporation  refuses to
          assume or  substitute  for the  Option or Stock  Purchase  Right,  the
          Optionee shall fully vest in and have the right to exercise the Option
          or Stock  Purchase  Right as to all of the Optioned  Stock,  including
          Shares as to which it would not otherwise be vested or exercisable. If
          an Option or Stock Purchase Right becomes fully vested and exercisable
          in lieu of assumption or substitution in the event of a merger or sale
          of assets,  the Administrator  shall notify the Optionee in writing or
          electronically  that the Option or Stock Purchase Right shall be fully
          vested and exercisable for a period of fifteen (15) days from the date
          of such notice, and the Option or Stock Purchase Right shall terminate
          upon  the  expiration  of  such  period.  For  the  purposes  of  this
          paragraph,  the Option or Stock  Purchase  Right  shall be  considered
          assumed  if,  following  the merger or sale of  assets,  the option or
          right  confers the right to  purchase  or  receive,  for each Share of
          Optioned   Stock  subject  to  the  Option  or  Stock  Purchase  Right
          immediately  prior to the merger or sale of assets,  the consideration
          (whether stock, cash, or other securities or property) received in the
          merger or sale of assets by  holders  of Common  Stock for each  Share
          held on the  effective  date of the  transaction  (and if holders were
          offered a choice of consideration, the type of consideration chosen by
          the  holders  of a  majority  of the  outstanding  Shares);  provided,
          however, that if such consideration  received in the merger or sale of
          assets is not solely common stock of the successor  corporation or its
          Parent,  the  Administrator  may,  with the  consent of the  successor
          corporation,  provide for the  consideration  to be received  upon the
          exercise  of the  Option or Stock  Purchase  Right,  for each Share of
          Optioned  Stock subject to the Option or Stock Purchase  Right,  to be
          solely common stock of the successor  corporation  or its Parent equal
          in fair  market  value  to the per  share  consideration  received  by
          holders of Common Stock in the merger or sale of assets.
<PAGE>
               Date of Grant.  The date of grant of an Option or Stock  Purchase
          Right shall be, for all purposes,  the date on which the Administrator
          makes the determination  granting such Option or Stock Purchase Right,
          or such other later date as is determined by the Administrator. Notice
          of the  determination  shall be  provided  to each  Optionee  within a
          reasonable time after the date of such grant.
               Amendment and Termination of the Plan.
                    Amendment and Termination.  The Board may at any time amend,
               alter,  suspend  or  terminate  the Plan,  provided  that no such
               amendment, alteration, suspension, discontinuation or termination
               shall be made without  shareholder  approval if such  approval is
               necessary  to  comply  with  any  tax or  regulatory  requirement
               applicable to the Plan (including as necessary to prevent Options
               granted   under   the   Plan   from   failing   to   qualify   as
               "performance-based  compensation"  for purposes of Section 162(m)
               of the  Code);  and  provided  further  that any such  amendment,
               alteration, suspension,  discontinuance or termination that would
               impair the rights of any Optionee or any holder or beneficiary of
               any  Option  theretofore  granted  shall  not to that  extent  be
               effective without the consent of the affected Optionee, holder or
               beneficiary.

<PAGE>
               Stockholder  Approval.   The  Company  shall  obtain  stockholder
          approval of any Plan  amendment to the extent  necessary and desirable
          to comply with Applicable Laws.
                    a)  Effect  of  Amendment  or  Termination.   No  amendment,
               alteration,  suspension or  termination  of the Plan shall impair
               the rights of any  Optionee,  unless  mutually  agreed  otherwise
               between the Optionee and the Company,  which agreement must be in
               writing and signed by the Optionee  and the Company.  Termination
               of the Plan  shall not  affect  the  Administrator's  ability  to
               exercise  the powers  granted  to it  hereunder  with  respect to
               Options  granted  under  the  Plan  prior  to the  date  of  such
               termination.
               2. Conditions Upon Issuance of Shares.
                    a) Legal Compliance.  Shares shall not be issued pursuant to
               the  exercise  of an Option or Stock  Purchase  Right  unless the
               exercise of such Option or Stock  Purchase Right and the issuance
               and delivery of such Shares shall comply with Applicable Laws and
               shall be further  subject  to the  approval  of  counsel  for the
               Company with respect to such compliance.
               Investment Representations.  As a condition to the exercise of an
          Option or Stock  Purchase  Right,  the  Company may require the person
          exercising  such  Option  or Stock  Purchase  Right to  represent  and
          warrant  at the time of any such  exercise  that the  Shares are being
          purchased  only for  investment  and without any present  intention to
          sell or  distribute  such Shares if, in the opinion of counsel for the
          Company, such a representation is required.

<PAGE>
          Inability to Obtain Authority.  The inability of the Company to obtain
     authority from any regulatory body having jurisdiction,  which authority is
     deemed by the Company's  counsel to be necessary to the lawful issuance and
     sale of any Shares hereunder, shall relieve the Company of any liability in
     respect  of the  failure  to issue or sell  such  Shares  as to which  such
     requisite authority shall not have been obtained.
          Reservation of Shares. The Company, during the term of this Plan, will
     at all times reserve and keep  available  such number of Shares as shall be
     sufficient to satisfy the requirements of the Plan.
          Stockholder  Approval.  The Plan shall be subject to  approval  by the
     stockholders  of the Company  within  twelve (12) months after the date the
     Plan is adopted.  Such stockholder approval shall be obtained in the manner
     and to the degree required under Applicable Laws.
          Governing Law. The terms of this Plan shall be governed by the Laws of
     the State of Delaware without  reference to principles of conflict of laws,
     as applied to contracts  executed in and performed  wholly within the State
     of Delaware.
          Tax Withholding.
               An  Optionee  may  be  required  to pay  to  the  Company  or any
          Affiliate and the Company or any Affiliate shall have the right and is
          hereby  authorized  to  withhold  from any  Shares  or other  property
          deliverable under any Option or from any compensation or other amounts
          owing to an Optionee the amount (in cash,  Stock or other property) of
          any  required  tax  withholding  and  payroll  taxes in  respect of an
          Option,  its exercise,  or any payment or transfer  under an Option or
          under the Plan and to take such other  action as may be  necessary  in
          the opinion of the Company to satisfy all  obligations for the payment
          of such taxes.
<PAGE>

               Without  limiting  the  generality  of clause  (i)  above,  if so
          provided in a Stock Option  Agreement,  an Optionee  may  satisfy,  in
          whole or in part,  the foregoing  withholding  liability  (but no more
          than the minimum required withholding liability) by delivery of shares
          of Stock owned by the Optionee (which are not subject to any pledge or
          other security  interest and which have been owned by the Optionee for
          at least 6 months or  purchased on the open market) with a Fair Market
          Value  equal to such  withholding  liability  or by having the Company
          withhold  from  the  number  of  shares  of Stock  otherwise  issuable
          pursuant to the  exercise of the Option a number of shares with a Fair
          Market Value equal to such withholding liability.
          Privileges  of  Stock  Ownership.  Except  as  otherwise  specifically
     provided in the Plan,  no person  shall be entitled  to the  privileges  of
     ownership  in  respect  of shares of Stock  which are  subject  to  Options
     hereunder until such shares have been issued to that person.
          Claim to Options and Employment  Rights. No employee of the Company, a
     Subsidiary or Affiliate,  or other person, shall have any claim or right to
     be granted an Option under the Plan or,  having been selected for the grant
     of an Option,  to be selected for a grant of any other  Award.  Neither the
     Plan nor any  action  taken  hereunder  shall be  construed  as giving  any
     Optionee  any right to be retained in the employ or service of the Company,
     a Subsidiary or an Affiliate.
<PAGE>

                                                                     Appendix A1

Option Exercise for Substitute Options
     For Optionees who received  grants of options under the Modacad,  Inc. 1995
Stock Option Plan,  unless otherwise stated in the option agreement  pursuant to
which such option was granted, upon termination of status as an employee:
     (a) For any reason other than death,  Disability or Termination  for Cause,
to the extent that such Optionee was entitled to exercise the Option at the date
of such  termination,  such Optionee shall have the right to exercise the Option
at any  time  within  30 days  subsequent  to the  last  day of such  Optionee's
Continuous Status As An Employee (unless at the time of grant of such Option the
Board specified a longer period, not to exceed 90 days), provided, however, that
no Option shall be exercisable after the expiration of the term set forth in the
Option Agreement.  To the extent that such Optionee was not entitled to exercise
the Option at the date of the  terminating  event,  or if such Optionee does not
exercise such Option  (which such Optionee was entitled to exercise)  within the
time specified herein, the Option shall terminate.
     (b) As a result of death or  Disability,  to the extent that such  Optionee
was entitled to exercise the Option at the date of such termination,  the Option
may be exercised any time within 180 days  subsequent to the death or Disability
of the Optionee  (unless at the time of grant of such Option the Board specified
a longer  period,  not to exceed one year),  provided,  however,  that no Option
shall be  exercisable  after the  expiration of the Option term set forth in the
Option Agreement.
     (c)  For  Cause,  the  Option  shall  terminate  as of  the  date  of  such
Termination for Cause to the extent not exercised as of such date.
     For  Optionees who received  grants of options under the Internet  Shopping
Network LLC 1999 Option Plan,  unless  otherwise  stated in the Option Agreement
pursuant  to which such option was  granted,  upon  termination  of status as an
employee:

--------
1 Unless otherwise stated, defined terms shall have the same meaning as provided
in the plans under which original option grants were made.

<PAGE>
     (a) For any reason except death, Disability or for Cause, then the Optionee
may exercise  such  Optionee's  Options only to the extent that such Options are
exercisable  upon the Termination Date and such Options must be exercised by the
Optionee,  if at all, as to all or some of the Common  Stock,  within  three (3)
months after the Termination Date (or within such shorter time period,  not less
than thirty (30) days, or within such longer time period, not exceeding five (5)
years,  after the Termination Date as may be determined by the Committee) but in
any event, no later than the expiration date of the Options.
     (b) Because of Optionee's  death or Disability (or the Optionee dies within
three (3) months  after a  Termination  occurring  other than for  Cause),  then
Optionee's  Options may be  exercised  only to the extent that such  Options are
exercisable  by  Optionee  on the  Termination  Date  and must be  exercised  by
Optionee (or Optionee's legal representative or authorized assignee), if at all,
as to all or some of the Common  Stock,  within  twelve  (12)  months  after the
Termination  Date (or within such  shorter  time  period,  not less than six (6)
months, or within such longer time period,  not exceeding five (5) years,  after
the Termination Date as may be determined by the Committee), but in any event no
later than the expiration date of the Options.
     (c) For Cause, then the Optionee's  Options (whether or not the Options are
then  exercisable  or vested) shall  expire,  terminate and be forfeited on such
Optionee's Termination Date.