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                                                                    EXHIBIT 10.8

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

         This Second Amendment to Employment Agreement (this "Amendment") dated
and effective as of September 1, 1999, by and between Precision Response
Corporation, a corporation organized and existing under the laws of the State of
Florida ("Company"), and David L. Epstein ("Executive").

                               W I T N E S S E T H

         WHEREAS, Company currently employs Executive pursuant to that certain
Employment Agreement dated May 15, 1996, by and between Company and Executive,
as previously amended by that certain Amendment to Employment Agreement dated
and effective as of April 1, 1999, by and between Company and Executive
(collectively, the "Employment Agreement"); and

         WHEREAS, Company and Executive desire to amend one of the provisions of
the Employment Agreement as set forth herein.

         NOW THEREFORE, the parties agree that the Employment Agreement shall be
amended effective as of and after the date hereof as follows:

         1. Schedule 6(e) to the Employment Agreement is amended to provide,
immediately following the existing description of the Split Dollar Plan, and as
an addition thereto, the following:

                  "Company shall also commence funding a portion of the premiums
         due on a life insurance policy dated September 25, 1997, and issued
         September 26, 1997, by New York Life Insurance Company insuring the
         lives of Executive and his spouse, Jodi A. Epstein, pursuant to a
         separate written "Split Dollar Agreement and Collateral Assignment" in
         the form executed by two separate trusts administered for the benefit
         of Executive's family, one of which is the owner of the insurance
         policy, and Company, as same may be amended from time to time."

         2. Except as otherwise specifically modified by this Amendment, all
terms, conditions and provisions of the Employment Agreement shall remain
effective and shall continue to operate in full force throughout the entire term
of the Employment Agreement, as amended hereby.

         3. This Amendment shall be governed by and construed pursuant to the
laws of the State of Florida.

         4. This Amendment may be executed in counterparts, each of which shall
be an original, but both of which together shall constitute one and the same
instrument.



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         IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
duly executed as of the day and year first above written.

                                 PRECISION RESPONSE CORPORATION

                                 BY: /s/ MARK J. GORDON
                                    -----------------------------------------
                                         Mark J. Gordon, Chairman of the Board

                                     /s/ DAVID L. EPSTEIN
                                    -----------------------------------------
                                         DAVID L. EPSTEIN



































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                    THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

         Third Amendment to Employment Agreement (this "AMENDMENT") dated as of
January 12, 2000 and effective as of the Effective Time (as defined below),
between Precision Response Corporation, a Florida corporation  ("COMPANY"), and
David Epstein ("EXECUTIVE").  "EFFECTIVE TIME" has the meaning set forth
in the Merger Agreement described below.

         Company currently employs Executive pursuant to that certain Employment
Agreement, dated May 15, 1996, as amended as of April 1, 1999 and September 1,
1999, between Company and Executive (collectively, the "AGREEMENT");

         Company has entered into an Agreement and Plan of Merger (the "MERGER
AGREEMENT") with USA Networks, Inc., a Delaware corporation ("USAi"), and its
wholly-owned subsidiary ("MERGER SUB"), pursuant to which Company has agreed to
merge with and into Merger Sub, subject to certain terms and conditions. It is a
material condition to such merger (the "MERGER") that Executive enter into this
Amendment, and Executive has agreed to enter into this Amendment in
consideration of, among other things, the benefits to be received by the
Executive in connection with the Merger.

          The parties agree that the Agreement shall be amended effective on and
 after the Effective Time (whether or not the Executive continues to be employed
 by the Company at such time) as follows:

         1. Paragraph 1 of the Agreement is amended by adding the following
sentence between the second and third sentences thereof:

         "Executive shall report directly to the President of USAi's Electronic
         Commerce and Services division (the "REPORTING OFFICER")."

In addition, the third sentence of paragraph 1 of the Agreement is amended by
replacing the words "Board of Directors of the Company or the Chairman of the
Board" with "Reporting Officer".

         2. (a) Paragraph 6(b) of the Agreement is deleted in its entirety, and
Executive hereby waives and releases any and all rights or benefits that he may
now have to be granted any stock options thereunder in respect of the years
ended December 31, 1996, December 31, 1997 and December 31, 1998 (but excluding
the year ended December 31, 1999 in which it is acknowledged Executive was
granted stock options thereunder) and in respect of any year commencing after
December 31, 1999.

            (b) At or immediately following the Effective Time and provided that
Executive continues to be employed by the Company at such time, in
consideration of Executive's entering into this Amendment and continued
employment with the Company at the Effective Time, Executive shall be granted
under USAi's 1997 Stock and Annual Incentive Plan

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a non-qualified stock option to purchase 75,000 shares of USAi common stock on
the standard terms and conditions for option grants by USAi to its employees.

         3. Paragraph 7(d) of the Agreement is deleted in its entirety.

         4. The heading to paragraph 8(a) of the Agreement is amended by
deleting the words "Voluntary Termination," and the first sentence of
paragraph 8(a) of the Agreement is amended by deleting the words "voluntary or"
in the second line thereof.

         5. The first sentence of paragraph 8(c) of the Agreement is amended by
deleting the words "or upon expiration of the Employment Term pursuant to the
terms of paragraph 2 hereof" from the fourth and fifth lines thereof.

         6. Paragraph 10 of and Schedule 10 to the Agreement are deleted in
their entirety and the Registration Rights Agreement, dated as of May 15, 1996,
between Company and Executive is terminated in its entirety.

         7. The Agreement is amended to add a new paragraph 20 at the end
thereof as follows:

            20. Non-Disclosure of Confidential Information

                  A. Confidential Information. Executive acknowledges that
            Executive has been informed by Company of Company's policy to
            maintain as secret and confidential all information and materials
            relating to (i) the financial condition, operations, business and
            interests of Company, (ii) the systems, know-how, records, products,
            services, cost information, inventions, computer and Internet
            software, marketing and sales techniques and/or programs,
            methods, methodologies, manuals, lists and other trade secrets from
            time to time acquired, sold, developed, maintained and/or used by
            Company, and (iii) the nature and terms of Company's relationships
            with its clients, suppliers, lenders, underwriters, vendors,
            consultants, independent contractors, attorneys, accountants and
            employees (all such information and materials being hereinafter
            collectively referred to as "Confidential Infomation"). Executive
            further acknowledges that such Confidential Information is of great
            value to Company and has been developed by Company as a result of
            substantial effort and expense and that Executive has been and will
            be given access to Company's clients and prospective clients because
            of Executive's business position with Company. Therefore, Executive
            understands that it is reasonably necessary to protect Company's
            goodwill, trade secrets and business interests that Executive agree
            and, accordingly, Executive does hereby agree, that Executive will
            not directly or indirectly (except where authorized by the Board of
            Directors or Chairman of the Board of Company for the benefit of



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            Company and/or as required in the course of employment) at any time
            hereafter divulge or disclose for any purpose to any persons, firms,
            corporations or other entities (hereinafter referred to collectively
            as "Third Parties"), or use or cause or authorize any Third Parties
            to use, any such Confidential Information, except as otherwise
            required by law.

                  B. Company's Materials. In accordance with the foregoing,
            Executive furthermore agrees that (i) Executive will at no time
            retain or remove from the premises of Company any products,
            prototypes, drawings, notebooks, computer or Internet software or
            discs, tapes or similar containers of software, manuals, data,
            books, records, materials or documents of any kind or description of
            Company or related to its business for any purpose unconnected with
            the performance of Executive's duties with Company and (ii) upon the
            cessation or termination of Executive's employment with Company for
            any reason, Executive shall forthwith deliver or cause to be
            delivered up to Company any and all drawings, notebooks, software
            programs or discs, tapes or similar containers of software, manuals,
            data, books, records, materials and other documents and materials in
            Executive's possession or under Executive's control relating to any
            Confidential Information or any other material or thing which is the
            property of Company.

         8. The Agreement is amended to add a new paragraph 21 at the end
thereof as follows:

            21.   Covenant Not-To-Compete

                  In view of (a) the Confidential Information to be obtained by
            or disclosed to Executive, and (b) the consideration received by
            Executive in connection with the merger (the "Merger") of the
            Company with and into a wholly-owned subsidiary of USA Networks,
            Inc. ("USAi"), a Delaware corporation, the options to purchase stock
            in USAi granted to Executive as of the Effective Time and the
            consideration payable to Executive under this Agreement, and as a
            material inducement to USAi to enter into the Merger, Executive
            covenants and agrees that, for as long as Executive is employed by
            Company and for a period of two (2) years after the later of (A) the
            last day of the Initial Term (if Executive ceases for any reason to
            be employed by Company before the expiration of the Initial Term)
            and (B) the date on which Executive ceases for any reason to be
            employed by Company, Executive shall not, directly or indirectly,
            (i) engage in any venture, enterprise, activity or business,
            passively or actively, as an owner, consultant, adviser,
            participant, employee, agent or in any



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            other capacity, competitive with the business in which Company is
            engaged or involved during the period that Executive is employed by
            Company and, in the case of the period after termination of
            employment, in which Company is engaged or involved as of the date
            Executive ceases for any reason to be employed by Company, anywhere
            within the continental United States, including, without limitation,
            the sale of any products or services sold or offered by Company to
            any person or entity who is or was a client of Company and for or to
            whom Company is performing services or selling products or for or to
            whom Company has performed services or sold products at any time
            during the one-year period ending on Executive's termination of
            employment, or (ii) solicit the services of, or hire, directly or
            indirectly, whether on Executive's own behalf or on behalf of
            others, any managerial or executive employee, account manager or
            other sales or marketing employee, programmer, information services
            employee (including, without limitation, network or other
            information services or Internet operation employee) or database
            management or marketing employee of Company who was or is employed
            by Company at any time during the two-year period ending on the date
            of termination of Executive's employment. Notwithstanding the
            foregoing, nothing in this paragraph 21 shall prohibit Executive
            from owning as a passive investor beneficially and/or of record less
            than 5% of the outstanding equity securities of any entity whose
            equity securities are registered under the Securities Exchange Act
            of 1934, as amended, or are listed for trading on any United States
            or foreign stock exchange. Executive acknowledges that the business
            of Company is national in scope, that one can effectively compete
            with such business from anywhere in the continental United States,
            and that, therefore, such geographical area of restriction is
            reasonable in the circumstances to protect Company's trade secrets
            and other legitimate business interests.

         9. The Agreement is amended to add a new paragraph 22 in its entirety
as follows:

            22. Company's Remedies for Breach of Paragraphs 20 and 21

            Executive covenants and agrees that if Executive shall violate or
            breach any of Executive's covenants or agreements provided for in
            paragraph 20 or 21 hereof, Company shall be entitled to an
            accounting and repayment of all profits, compensation, commissions,
            remuneration and benefits which Executive directly or indirectly has
            realized and realizes as a result of, growing out of or in
            connection with any such violation or breach. In addition, in the
            event of a breach or violation or threatened or imminent breach or
            violation of any provisions of paragraph 20 or 21 hereof, Company
            shall be entitled to a temporary and permanent




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            injunction or any other appropriate decree of specific performance
            or equitable relief from a court of competent jurisdiction in order
            to prevent, prohibit or restrain any such breach or violation or
            threatened or imminent breach or violation by Executive. Company
            shall be entitled to such injunctive or other equitable relief in
            addition to any ascertainable damages which are suffered, together
            with reasonable attorneys' and paralegals' fees and costs and other
            costs incurred in connection with any such litigation, both before
            and at trial and at all tribunal levels. It is understood that
            resort by Company to such injunctive or other equitable relief shall
            not be deemed to waive or to limit in any respect any other rights
            or remedies which Company may have with respect to such breach or
            violation.

         10. The Agreement is amended to add a new paragraph 23 in its entirety
as follows:

            23. Reasonableness of Restrictions

                  A. Reasonableness. Executive acknowledges that any breach or
            violation of paragraph 20 or 21 hereof will cause irreparable injury
            and damage and incalculable harm to Company. Executive further
            acknowledges that Executive has carefully read and considered the
            provisions of paragraphs 20, 21 and 22 hereof and, having done so,
            agrees that the restrictions and remedies set forth in such Sections
            (including, but not limited to, the time period, geographical and
            types of restrictions imposed) are fair and reasonable and are
            reasonably required for the protection of the business, trade
            secrets, interests and good will of Company.

                  B. Severability. Executive understands and intends that each
            provision and restriction agreed to by Executive in paragraphs 20,
            21 and 22 hereof shall be construed as separate and divisible from
            every other provision and restriction. In the event that any one of
            the provisions of, or restrictions in, paragraphs 20, 21 and/or 22
            hereof shall be held to be invalid or unenforceable, and is not
            reformed by a court of competent jurisdiction (which a court, in
            lieu of striking a provision entirely, is urged by the parties to
            do), the remaining provisions thereof and restrictions therein shall
            nevertheless continue to be valid and enforceable as though the
            invalid or unenforceable provisions or restrictions had not been
            included. In the event that any such provision relating to time
            period, geographical and/or type of restriction shall be declared by
            a court of competent jurisdiction to exceed the maximum or
            permissible time period, geographical or type of restriction such
            court deems reasonable and enforceable, said time period,
            geographical and/or type of restriction shall be deemed to become
            and shall thereafter be the maximum time period or geographical





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            area and/or type of restriction which such court deems reasonable
            and enforceable.

                  C. Survivability. The restrictions, acknowledgments, covenants
            and agreements of Executive set forth in paragraphs 20, 21, 22 and
            23 of this Agreement shall survive any termination of this Agreement
            or of Executive's employment (for any reason, including expiration
            of the Employment Term).

                  D. Definition of Company. For purposes of paragraphs 20, 21,
            22 and 23 of this Agreement, the term "Company" includes the Company
            and all wholly-owned subsidiaries of Company.

         11. Except as otherwise specifically modified by this Amendment, all
terms, conditions and provisions of the Agreement shall remain effective and
shall continue to operate in full force throughout the entire term of the
Agreement, as amended hereby.

         12. This Amendment shall be governed by and construed pursuant to the
laws of the State of Florida. Any and all disputes between the parties which may
arise pursuant to the Agreement, as amended by this Amendment, will be heard and
determined before an appropriate federal court in Florida, or, if not
maintainable therein, then in an appropriate Florida state court.

         13. This Amendment may be executed in counterparts, each of which shall
be an original, but both of which together shall constitute one and the same
instrument.

         14. If the Merger Agreement is terminated before the Effective Time,
this Amendment shall be null and void and of no force or effect.

         The parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.



                                  PRECISION RESPONSE CORPORATION



                                  By: /s/ Mark Gordon
                                      ------------------------------------------
                                      Name: Mark Gordon
                                      Title: Chairman



                                      /s/ David Epstein
                                      ------------------------------------------
                                      David Epstein






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