AMENDMENT NO. 1 TO

                              EMPLOYMENT AGREEMENT

     THIS AMENDMENT NO. 1 ("Amendment") to the Employment  Agreement dated as of
January 1, 1998 (the "Agreement"),  by and between STYLECLICK.COM INC. (formerly
ModaCAD,  Inc.) (the "Employer"),  and JOYCE FREEDMAN (the "Executive") is dated
and made effective as of October 1, 1999.

                                   WITNESSETH:

     WHEREAS,  the Agreement provides for a fixed salary to be paid to Executive
during the Employment Term;

     WHEREAS, subject to the terms and conditions set forth herein, the Employer
and Executive have agreed to amend the Agreement to specify a new salary; and

     WHEREAS, Employer and Executive wish to set forth in this Amendment certain
respective rights and obligations, as herein provided;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and  obligations  contained  herein,  Employer  and  Executive  hereby  agree as
follows:

1. Definitions

     Unless otherwise  defined herein,  all capitalized  terms used herein shall
have the respective meanings set forth in the Agreement.

2. Amendments

     (a) Section 2.1 of the Agreement is amended by replacing the phrase "salary
at the rate of Two Hundred Thousand Dollars ($200,000) per year" with the phrase
"salary at the rate of Two Hundred Thirty Thousand  Dollars  ($230,000) per year
effective on and after January 1, 2000".

     (b) The entire text of the first clause of Section 2.7 of the  Agreement is
deleted and replaced with the following  text:  "During the Employment  Term and
continuing for the life of Executive thereafter,".

                                       1

<PAGE>

     (c) Section 2.9.1 of the Agreement is amended as follows:

          (1) The second  sentence of Section  2.9.1 of the Agreement is amended
     by  adding  the  following  text  after the  phrase  "The  Option  shall be
     exercisable  based on the following  schedule:" and before the phrase "With
     respect to calendar year 1998":

     "With  respect to calendar year 1999, as of December 31, 1999, a portion of
     the Option to purchase  Sixty-six  Thousand Six Hundred Sixty-six  (66,666)
     shares shall vest and become  exercisable;  with  respect to calendar  year
     2000,  as of  December  31,  2000,  a portion  of the  Option  to  purchase
     Sixty-six  Thousand Six Hundred  Sixty-six  (66,666)  shares shall vest and
     become exercisable;  and with respect to calendar year 2001, as of December
     31,  2001,  a portion  of the Option to  purchase  Sixty-six  Thousand  Six
     Hundred  Sixty-seven  (66,667)  shares  shall vest and become  exercisable,
     provided that  Executive is an employee of, or consultant  to,  Employer on
     each  applicable  date.  The  Option,  however,  is subject to  accelerated
     exercisability,  in addition to any portion of the Option previously vested
     as provided herein, as follows:".

          (2) The  fourth  through  sixth  sentences  of  Section  2.9.1  of the
     Agreement  are  amended by  replacing  the text  following  the phrase "The
     Option shall be exercisable"  but preceding the phrase "hereto,  providing,
     among other things" with:

     "at a price  per  share  equal to one  hundred  percent  (100%) of the fair
     market value of a share of Employer's common stock on the Date of Grant, as
     provided in the Stock Option  Agreement to be entered into with  Executive.
     Any portion of the Option which  becomes  vested and  exercisable  shall be
     exercisable  for a period  of five (5) years  from the Date of  Grant.  The
     grant of the  Option  shall be made  pursuant  to a  written  stock  option
     agreement, in substantially the form attached hereto as Exhibit A".

3. Effect of Amendments

          Except as expressly modified by the provisions of this Amendment,  the
     Agreement and all of the terms, provisions and conditions thereof shall for
     all  purposes  remain  unchanged,  and in full  force and  effect,  and are
     approved,  ratified and  confirmed,  and from and after the date hereof all
     references  to the  Agreement  in any other  agreement  to which any of the
     undersigned are parties shall mean the Agreement as amended hereby.

4. Counterparts

          This Amendment may be executed in any number of counterparts,  each of
     which will be deemed an original, but all of which together will constitute
     one and the same instrument.

                                       2

<PAGE>

          IN  WITNESS  WHEREOF,  this  Amendment  has  been  duly  executed  and
     delivered by each party hereto as of the day and year first above written.

STYLECLICK.COM INC.


By: /s/  MAURIZIO VECCHIONE                           /s/  JOYCE FREEDMAN
    --------------------------                        --------------------------
    Name:  Maurizio Vecchione                              Joyce Freedman
    Title: President

                                       3