<PAGE>
EXHIBIT 10.1

                                                                  EXECUTION COPY

                           CREDIT LINE LOAN AGREEMENT
                           --------------------------

         STYLECLICK, INC. (the "BORROWER") and USA NETWORKS, INC. (the
"LENDER"), for valuable consideration, the receipt of which is hereby
acknowledged, enter into this Credit Line Loan Agreement (this "AGREEMENT") and
agree as follows on and as of July 27, 2001:

I.       DEFINITIONS.

         Each reference herein to:

         A.   "AVERAGE RATE" shall mean the weighted average rate of interest
              actually paid by the Lender during each calendar month (or part
              thereof) from the date hereof through the Maturity Date under the
              Credit Agreement, as amended from time to time, dated February 12,
              1998, to which USA Networks, Inc., USANi LLC and The Chase
              Manhattan Bank, as administrative agent, syndication agent and
              collateral agent, are parties;

         B.   "BOOKS AND RECORDS" shall mean all books, correspondence, credit
              files, records and other documents relating directly or indirectly
              to the Obligations, including, without limitation, all tapes,
              cards, runs, databases, software programs, diskettes, and other
              papers and documents in the possession or control of the Borrower,
              any computer service bureau, or other agent or independent
              contractor;

         C.   "LOAN DOCUMENTS" shall mean this Agreement, the Note, and any
              amendments thereto, and any and all other documents related to
              this Agreement and/or the Credit Line Loan;

         D.   "MATERIAL ADVERSE CHANGE" shall mean with respect to the Borrower
              and any of its respective properties or revenues, an event, action
              or condition that would or is reasonably likely to (i) adversely
              affect the validity or enforceability of, or the authority of the
              Borrower to perform its obligations under any of the Loan
              Documents, or (ii) materially adversely affect the business,
              operations, assets or condition (financial or otherwise) of the
              Borrower and any of its respective properties, taken as a whole,
              or the ability of the Borrower to perform its obligations under
              any of the Loan Documents;

         E.   "MATURITY DATE" shall mean any date on which the Lender demands
              repayment of the Credit Line Loan on or after January 26, 2003;

         F.   "OBLIGATIONS" shall mean, collectively, all of the obligations and
              liabilities of the Borrower to Lender, whether for principal,
              interest (including, without limitation, interest accruing at the
              then applicable rate provided herein after the Maturity Date and
              interest accruing at the then applicable rate provided herein
              after the filing of any petition in bankruptcy, or the
              commencement of any insolvency, reorganization or like proceeding,
              relating to the Borrower, whether or not a claim for post-filing
              or post-petition interest is allowed in such proceeding),
              expenses, indemnities or otherwise, and whether direct or
              indirect, joint or several, actual, absolute or contingent,

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              matured or unmatured, liquidated or unliquidated, secured or
              unsecured, arising by contract, operation of law or otherwise,
              under or in respect of any of the Loan Documents; and

         G.   "STATE" shall mean the State of New York.

II.      LINE OF CREDIT.

         A.   CREDIT LINE LOAN. This Agreement evidences a line of credit
              extended by Lender to the Borrower for the Borrower's short-term
              borrowing needs (the "CREDIT LINE LOAN") with a credit limit (the
              "CREDIT LIMIT") of the maximum principal sum at any one time
              outstanding of Fifteen Million Dollars ($15,000,000.00).

         B.   ADVANCES UNDER CREDIT LINE LOAN. Subject to the satisfaction of
              all conditions precedent set forth in Section IV, the Lender
              agrees to make advances to the Borrower under the Credit Line Loan
              up to the Credit Limit until the earlier of the Maturity Date or
              any earlier termination of the Lender's commitment upon the
              occurrence of an Event of Default (as defined in Section VI).

              Each advance under the Credit Line Loan shall be disbursed by
              wire transfer to such account as the Borrower may designate in
              accordance with Section VII(B).

              Prior to the earlier of the Maturity Date or any earlier
              termination of the Lender's commitment upon the occurrence of
              an Event of Default, the Borrower may borrow, repay and
              re-borrow the Credit Line Loan, provided that the Credit Line
              Loan shall never exceed the Credit Limit at any one time
              outstanding.

              Upon the earlier of the Maturity Date or termination of the
              Lender's commitment upon the occurrence of an Event of Default
              as provided in Section VI below the Credit Limit shall be
              reduced to zero in accordance with the terms hereof.

         C.   EXCESS ADVANCES. If for any reason the aggregate outstanding
              principal balance of the Credit Line Loan should at any time
              exceed the Credit Limit, the Borrower shall, without demand, not
              later than the close of business on the second business day
              thereafter immediately pay to the Lender a sum sufficient to
              reduce the outstanding principal balance of the Credit Line Loan
              (including capitalized interest) to the Credit Limit.

         D.   MINIMUM AMOUNT OF CREDIT LINE ADVANCE. Each advance under the
              Credit Line shall be in minimum amount of Five Hundred Thousand
              Dollars ($500,000.00) or the unadvanced balance of the Credit
              Limit, whichever is less.

         E.   INTEREST ACCRUAL AND PAYMENT. Except as provided in Section II(H)
              below, the outstanding principal balance of the Credit Line Loan
              shall bear interest at the Average Rate, payable with respect to
              the Credit Line Loan in arrears as provided in the Note.

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         F.   DUE DATE. The entire outstanding principal balance of the Credit
              Line Loan shall become due and payable on the Maturity Date, or,
              if earlier, the occurrence of an Event of Default hereunder as
              provided in Section VI. Accrued interest on any Credit Loan Line
              shall be payable in arrears on the last business of each month and
              on the Maturuty Date, or, if earlier, the occurrence of an Event
              of Default hereunder as provided in Section VI.

         G.   NOTE. The Credit Line Loan shall be evidenced by a separate
              promissory note of the Borrower dated as of the date hereof (the
              "NOTE", a form of which is attached hereto as EXHIBIT A). Each
              reference to the Note shall include all amendments thereto and any
              additional or supplementary notes executed pursuant to this
              Agreement.

         H.   DEFAULT INTEREST; INTEREST CALCULATION. All principal and other
              amounts outstanding and payable under the Note and not paid when
              due shall bear interest from the date due until paid in full at a
              rate per annum equal to 2% plus the Average Rate.

III.     REPRESENTATIONS AND WARRANTIES.

         The Borrower represents and warrants that:

         A.   ORGANIZATION AND POWERS. (i) It is duly organized, validly
              existing and in good standing, (ii) it has the power and authority
              to own its properties and to carry on its business as now being
              conducted and is qualified to do business in every jurisdiction
              where such qualification is necessary, except where the failure to
              be so qualified will not have a material adverse effect on the
              Borrower and its subsidiaries taken as a whole ("MAE"), (iii) it
              has the power to execute, deliver and perform the Loan Documents,
              (iv) the execution, delivery and performance of the Loan Documents
              have been duly authorized by all requisite corporate action of the
              Borrower, and (v) the execution, delivery and performance of the
              Loan Documents will not violate any provision of law, any order of
              any court or other agency of government, the Articles of
              Incorporation or By-laws of Borrower or any indenture, agreement
              or other instrument to which it is a party, or by which it is
              bound, or be in conflict with, result in a breach of or constitute
              (with due notice of lapse of time or both) a default under any
              such indenture, agreement or other instrument, or result in the
              creation or imposition of any lien, charge or encumbrance of any
              nature whatsoever upon any of the property or assets of the
              Borrower or the acceleration of any of its outstanding
              indebtedness, except for such violations, conflicts, breaches or
              defaults which would not individually or in the aggregate have a
              MAE.

         B.   LITIGATION. There is no action, suit or proceeding at law or in
              equity or by or before any governmental instrumentality or other
              agency now pending or threatened against or affecting the
              Borrower, except those that have been previously disclosed to the
              Lender.

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         C.   NO CONFLICT. The Borrower is not a party to any agreement or
              instrument or subject to any restriction materially or adversely
              affecting its business, properties or assets, operations or
              condition, financial or otherwise except those that have been
              previously disclosed to the Lender. The Borrower has no knowledge
              that it is in default in the performance, observance or
              fulfillment of any of the obligations, covenants or conditions
              contained in any agreement or instrument to which it is a party
              except those defaults which would not individually or in the
              aggregate have a MAE.

IV.      CONDITIONS OF LENDING.

         A.   EACH ADVANCE. The Lender shall be obligated to make advances,
              including the initial advance, under this Agreement only if on the
              date any such advance is requested and after giving effect
              thereto:

              (1)  The representations and warranties in Section III hereof are
                   true and correct in all material respects;

              (2)  All covenants in Section V hereof are complied with;

              (3)  No Event of Default exists;

              (4)  Any advance shall be used for working capital and general
                   corporate purposes

              (5)  Such advance has been duly authorized by the Borrower's Board
                   of Directors; and

              (6)  The Lender shall have received duly executed originals of (a)
                   the original Loan Documents, and (b) a borrowing request
                   executed by a duly authorized officer of the Borrower
                   specifying the amount to be borrowed hereunder, the account
                   to which the borrowed funds are to be paid, the date of the
                   requested borrowing (which shall be not less than three
                   business days after such borrowing request is received by the
                   Lender) and certifying as to the satisfaction of the
                   conditions set forth above in clauses (1), (2), (3), (4) and
                   (5) of this Section IV.

V.       COVENANTS.

         The Borrower covenants and agrees that:

         A.   USE OF PROCEEDS. The Borrower will use the proceeds of the Credit
              Line Loan solely for working capital and general corporate
              purposes.

         B.   RANKING. Principal and interest payable on the Credit Line Loan
              shall rank at least equal to all existing and future unsecured and
              unsubordinated indebtedness of the Borrower.

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         C.   LEGAL EXISTENCE; INSURANCE; ETC. The Borrower will (i) keep in
              full force and effect its legal existence, rights, licenses,
              permits and franchises necessary for the operation of its business
              as conducted prior to the date hereof, except for the
              relinquishment of such as would not individually or in the
              aggregate have a MAE; (ii) operate its business in all material
              respects as conducted prior to the date hereof, except for the
              Borrower's proposed closing of its Los Angeles facilities and the
              transfer of its business and assets to its Chicago facility as
              disclosed to the Lender, and the Borrower's shut down of its
              FirstAuction.com business in May 2001; (iii) maintain all property
              used and reasonably necessary in the conduct of its business and
              keep the same in good repair, working order and condition, and
              (iv) maintain adequate insurance on its business and properties.

         D.   COMPLIANCE WITH LAWS. Each of the Borrower and its subsidiaries
              will comply in all material respects with all present and future
              applicable laws, ordinances, rules, regulations, directives and
              other requirements of all governmental instrumentalities.

         E.   PAYMENT OF TAXES. Each of the Borrower and its subsidiaries will
              pay and discharge all taxes, assessments, and governmental charges
              imposed upon the Borrower, its income or its property before the
              same shall be in default, as well as all lawful claims for labor,
              materials and supplies or otherwise which, if unpaid might become
              a lien upon any such properties, except for the failure to pay and
              discharge all taxes, assessments, charges and claims which will
              result in liens, the existence of which will not individually or
              in the aggregate have a MAE.

         F.   INSPECTION. The Borrower will permit agents or representatives of
              the Lender, at reasonable hours and upon reasonable notice, to
              inspect the Books and Records of the Borrower and to make
              abstracts or reproductions thereof, all at the Borrower's expense.

         G.   LIENS. Neither the Borrower nor any of its subsidiaries will
              create, assume or suffer to exist any mortgage, security interest,
              or lien on any if its assets, now or hereafter owned, or assign or
              otherwise convey any right to receive income, other than (i) liens
              securing indebtedness to the Lender, (ii) liens securing the
              payment of taxes not yet due, (iii) mechanics liens or liens
              imposed by law (other than for borrowed money, judgments or
              delinquent taxes), (iv) liens incurred in the ordinary course of
              business, and (v) other liens permitted in writing by the Lender.

         H.   GUARANTIES; ETC. Neither the Borrower nor any of its subsidiaries
              will guarantee, endorse or otherwise become or be responsible for
              obligations of any other person or entity, whether by agreement to
              purchase the indebtedness of any other person or entity or
              agreement for the furnishing of funds to any other person or
              entity through purchase of goods, supplies or services, or by way
              of stock purchase, capital contribution, advance or loan, for the
              purpose of paying or discharging any indebtedness or obligation of
              such other person or entity, or otherwise, except endorsements of
              negotiable instruments for collection in the ordinary course of

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              business and except for such other guarantees granted in the
              ordinary course of business of Borrower and its subsidiaries and
              consistent with past practice.

         I.   INDEBTEDNESS. Neither the Borrower nor any of its subsidiaries
              will incur or permit to exist any indebtedness for borrowed money
              except: (i) indebtedness to the Lender, (ii) unsecured trade
              obligations incurred in the ordinary course of business and (iii)
              any other indebtedness for borrowed money permitted in writing by
              the Lender.

         J.   SALES AND TRANSFERS. Neither the Borrower nor its subsidiaries
              will sell, assign, lease, transfer, sell and leaseback, or
              otherwise dispose of all or any material amount of its assets to
              any person or entity or turn over the management of, or enter into
              a management contract with respect to, itself or such assets,
              except as set forth in the Services Agreement by and between the
              Borrower and USA Electronic Commerce Solutions LLC, dated May 14,
              2001, and in connection with the Borrower's proposed closing of
              its Los Angeles facilities and the transfer of its business and
              assets to its Chicago facility as disclosed to the Lender.

         K.   NOTICE. If any one or more Events of Default or Material Adverse
              Changes shall occur, the Borrower shall, immediately after it
              becomes aware that any such Events of Default or Material Adverse
              Changes has occurred, give written notice to the Lender,
              specifying the nature of such event.

         L.   FISCAL YEAR. The Borrower shall not change its fiscal year without
              the written consent of Lender.


VI.      EVENTS OF DEFAULT.

         A.   EVENTS OF DEFAULT. If any one or more of the following events,
              herein called "EVENTS OF Default", shall occur, for any reason
              whatsoever, and whether such occurrence shall be voluntary or
              involuntary or come about or be effected by operation of law or
              pursuant to or in compliance with any judgment, decree or order of
              a court of competent jurisdiction or any order, rule or regulation
              of any administrative or other governmental authority, and such
              Event of Default shall be continuing:

              (1)  there occurs any Material Adverse Change;

              (2)  any representation or warranty made herein or in any report,
                   certificate, financial statement or other instrument
                   furnished in connection with this Agreement shall prove to be
                   false or misleading in any material respect;

              (3)  default shall be made in the payment of the principal,
                   pursuant to the terms of the Note, when and as the same shall
                   become due and payable, whether at maturity or by
                   acceleration or otherwise;

                                  Page 6 of 11
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              (4)  default shall be made in the due observance or performance of
                   any other covenant, condition or agreement on the part of the
                   Borrower or its subsidiaries to be observed or performed
                   pursuant to the terms of this Agreement, and such default
                   shall continue for five days after written notice thereof,
                   specifying such default and requesting that the same be
                   remedied, shall have been given to the Borrower by the
                   Lender;

              (5)  the entry of a decree or order for relief by a court having
                   jurisdiction in the premises in respect of the Borrower in an
                   involuntary case under the Bankruptcy Code or any other
                   applicable federal or state bankruptcy, insolvency or other
                   similar laws, or appointing a receiver, liquidator, assignee,
                   custodian, trustee, sequestrator (or similar official) of the
                   Borrower or for any substantial part of its property, or
                   ordering the winding-up or liquidation of any of its affairs
                   and the continuance of any such decree or order unstayed and
                   in effect for a period of 30 consecutive days; or

              (6)  the commencement by the Borrower of a voluntary case under
                   the Bankruptcy Code or any other applicable federal or state
                   bankruptcy, insolvency or other similar laws, or the consent
                   by it to the appointment of or taking possession by a
                   receiver, liquidator, assignee, trustee, custodian,
                   sequestrator (or other similar official) of the Borrower or
                   for any substantial part of its property, or the making by it
                   of any assignment for the benefit of creditors, or the
                   admission by the Borrower in writing of its inability to pay
                   its debts generally as such debts become due, or the taking
                   of corporate action by the Borrower in furtherance of any
                   such action;

              then, in addition to all other rights and remedies available to
              the Lender at law or in equity or otherwise, (i) if an Event of
              Default set forth in clauses (5) or (6) of this Section VI shall
              occur and be continuing, or shall exist, this Note automatically
              shall become immediately due and payable, together with interest
              accrued thereon, and any commitment of the Lender to make advances
              to the Borrower hereunder automatically shall terminate, all
              without presentment, demand, protest or notice of any kind, all of
              which are expressly waived to the fullest extent permitted by law
              and (ii) if an Event of Default other than an Event of Default set
              forth in clauses (5) or (6) of this Section VI shall occur and be
              continuing, or shall exist, the Lender may, at its sole option, by
              written notice to the Borrower, declare this Note to be, and this
              Note shall thereupon be and become, immediately due and payable,
              together with interest accrued thereon, whereupon any commitment
              of the Lender to make any advances to the Borrower hereunder shall
              automatically terminate, all without presentment, demand, protest
              or other notice of any kind, all of which are expressly waived to
              the fullest extent permitted by law.

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VII.     MISCELLANEOUS.

         A.   WAIVER OF EVENT OF DEFAULT. No delay in terminating the Lender's
              commitment under this Agreement and/or in making demand shall
              affect the rights of the Lender later to take such action with
              respect thereto, and no waiver as to one Event of Default shall
              affect rights as to any other default hereunder.

         B.   NOTICES. Except as otherwise specifically provided for herein, any
              notice, demand or communication hereunder shall be given in
              writing (including facsimile transmission or telex) and mailed or
              delivered to each party at its principal offices, or, as to each
              party, at such other address as be designated by such party by a
              prior notice to the other party in accordance with the terms of
              this provision. All notices hereunder shall be effective upon the
              earliest to occur of (i) five (5) business days after such notice
              is mailed, by registered or certified mail, postage prepaid
              (return receipt requested), (ii) upon delivery by hand, (iii) upon
              delivery if delivered by overnight courier (such delivery to be
              evidenced by the courier's records), and (iv) in the case of any
              notice or communication by telex or telecopy, on the date when
              sent if confirmation of transmission is received by the sender.

         C.   SURVIVAL. This Agreement and all covenants, agreements,
              representations and warranties made herein and in the certificates
              delivered pursuant hereto shall survive any making by the Lender
              of the Credit Line Loan and the execution and delivery of any Loan
              Document and shall continue in full force and effect until this
              Agreement is terminated and all the Obligations are paid in full.

         D.   LEGAL FEES AND EXPENSES; ADDITIONAL FEES AND CHARGES. The Borrower
              will pay all expenses incurred by the Lender in connection with
              the preparation of the Loan Documents, the making of the Credit
              Line Loan, and the enforcement of the rights of the Lender in
              connection with this Agreement, any of the other Loan Documents
              and the Credit Line Loan, including, but not limited to, the
              reasonable fees of its counsel, plus the disbursements of said
              counsel.

         E.   CHOICE OF LAW. This Agreement and all the other Loan Documents
              shall be construed in accordance with and governed by the laws of
              the State, without reference to the choice-of-law principles
              thereof.

         F.   WRITTEN MODIFICATION AND WAIVER. No modification or waiver of any
              provision of this Agreement or of any of the other Loan Documents
              nor consent to any departure by the Borrower therefrom shall in
              any event be effective unless the same shall be in writing, and
              then such waiver or consent shall be effective only in the
              specific instance and for the purpose for which given. No notice
              to or demand on the Borrower in any case shall entitle the
              Borrower to any other or further notice or demand in the same,
              similar or other circumstances.

         G.   DOCUMENTATION. All documents required hereunder shall be in form
              and substance satisfactory to the Lender.

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         H.   REPLACEMENT DOCUMENTS. Upon receipt of an affidavit of an officer
              of the Lender as to the loss, theft, destruction or mutilation of
              the Note or any other document which is not of public record, and,
              in the case of any such loss, theft, destruction, mutilation, upon
              cancellation of such Note or other document, the Borrower will
              issue, in lieu thereof, a replacement note or other document in
              the same principal amount thereof and otherwise of like tenor.

         I.   UNENFORCEABILITY. In the event any term or provision of this
              Agreement or the application thereof to any person or circumstance
              shall, to any extent, be held invalid or unenforceable, the
              remainder of this Agreement or the application of such term or
              provision to persons or circumstances other than those to which it
              is held invalid or unenforceable, shall be valid and enforceable
              to the fullest extent permitted by law.

         J.   REMEDIES CUMULATIVE. No course of dealing on the part of Lender or
              any delay or failure on the part of Lender to exercise any right
              shall operate as a waiver of the right or otherwise prejudice
              Lender's rights, powers and remedies. All of the Lender's rights
              and remedies shall be cumulative.

         K.   MAXIMUM RATE OF INTEREST. All provisions of this Agreement are
              expressly subject to the condition that in no event shall the
              amount paid or agreed to be paid to the Lender hereunder and
              deemed interest under applicable law exceed the maximum rate of
              interest on the unpaid principal balance of the Credit Line Loan
              allowed by applicable law (the "MAXIMUM ALLOWABLE RATE"), which
              shall mean the law in effect on the date of this Agreement, except
              that if there is a change in such law which results in a higher
              Maximum Allowable Rate being applicable to this Agreement, then
              this Agreement shall be governed by such amended law from and
              after its effective date. In the event that fulfillment of any
              provision of this Agreement results in the interest rate hereunder
              being in excess of the Maximum Allowable Rate, the obligation to
              be fulfilled shall automatically be reduced to eliminate such
              excess. If, notwithstanding the foregoing, the Lender receives an
              amount which under applicable law would cause the interest rate
              set forth in this Agreement to exceed the Maximum Allowable Rate,
              the portion thereof which would be excessive shall automatically
              be applied to and deemed a prepayment of the unpaid principal
              balance of the Credit Line Loan and not a payment of interest.

         L.   JURISDICTION AND VENUE. The Borrower irrevocably consents that any
              legal action or proceeding against it or any of its property with
              respect to any matter arising under or relating to this Agreement
              and the other Loan Documents may be brought in any court of the
              State, or any Federal Court of the United States of America
              located in the State, as the Lender may elect, and by execution
              and delivery of this Agreement the Borrower hereby submits to and
              accepts with regard to any such action or proceeding, for itself
              and in respect of its property, generally and unconditionally, the
              jurisdiction of the aforesaid courts. The Borrower further
              irrevocably consents to the service or process in any such action
              or proceeding by the mailing of copies thereof by registered or
              certified mail, postage prepaid, to the Borrower at its address

                                  Page 9 of 11
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              set forth herein. The foregoing, however, shall not limit the
              Lender's rights to serve process in any other manner permitted by
              law or to bring any legal action or proceeding or to obtain
              execution of judgment in any other jurisdiction. The Borrower
              irrevocably waives any objection which it may now or hereafter
              have to the laying of the venue of any suit, action or proceeding
              arising out of or relating to this Agreement and the other Loan
              Documents, and further irrevocably waives any claim that the State
              is not a convenient forum for any such suit, action or proceeding.

         M.   WAIVER OF PRESENTMENT; ETC. The Borrower expressly waives
              presentment, notice of dishonor, protest and notice of
              non-payment.

         N.   INTEGRATION. The Loan Documents supersede all prior agreements
              between the parties with respect to the Credit Line Loan, whether
              oral or written, including, without limitation, all correspondence
              between counsel for the respective parties. The Loan Documents
              constitute the entire agreements between the parties with respect
              to the Credit Line Loan, and the rights, duties, and obligations
              of the parties with respect thereto.

         O.   LENDER LIABILITY. The Lender shall not be liable for any loss
              sustained by any party resulting from any action, omission, or
              failure to act by the Lender, whether with respect to the exercise
              or enforcement of the Lender's rights or remedies under the Loan
              Documents, the Credit Line Loan, or otherwise, unless such loss is
              caused by the actual willful misconduct of the Lender conducted in
              bad faith. IN NO EVENT SHALL THE LENDER EVER BE LIABLE FOR
              CONSEQUENTIAL OR PUNITIVE DAMAGES, ANY RIGHT OR CLAIM THERETO
              BEING EXPRESSLY AND UNCONDITIONALLY WAIVED.

         P.   LENDER'S DECISIONAL STANDARDS. To the extent that applicable laws
              require the Lender's actions or decisions under the Loan Documents
              to be conducted in good faith, the term "good faith" shall be
              defined (using a subjective standard) as honesty in fact with
              regard to the conduct or transaction concerned based upon the
              facts and circumstances actually known to the individual(s) acting
              for the Lender, and such requirement may be satisfied by reliance
              upon the advice of attorneys, accountants, appraisers, architects,
              engineers, or other qualified professionals.

         Q.   DESCRIPTIVE HEADINGS; CONTEXT. The captions in this Agreement are
              for convenience of reference only and shall not define or limit
              any provision. Whenever the context requires, reference in this
              Agreement to the neuter gender shall include the masculine and/or
              feminine gender, and the singular number shall include the plural,
              and, in each case, vice versa.

         R.   ACKNOWLEDGEMENT OF COPY. The Borrower acknowledges that it has
              received a fully executed copy of this Agreement.

                                   * * * * * *

                                 Page 10 of 11
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         IN WITNESS WHEREOF, the Borrower and the Lender, by persons duly
authorized, have executed this Agreement on and as of the date first above
written.

                                           STYLECLICK, INC.


                                                By:
                                                      --------------------------
                                                      Name:
                                                      Title:


                                                By:
                                                      --------------------------
                                                      Name:
                                                      Title:


                                           USA NETWORKS, INC.


                                                By:
                                                      --------------------------
                                                      Name:
                                                      Title:

                                 Page 11 of 11
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                                                                       Exhibit A

                        CREDIT LINE LOAN PROMISSORY NOTE
                        --------------------------------

MAXIMUM PRINCIPAL AMOUNT:  $15,000,000.00                     NEW YORK, NEW YORK
                                                                July 27, 2001


BORROWER:   STYLECLICK, INC.

LENDER:     USA NETWORKS, INC.

                             ADDITIONAL DEFINITIONS
                             ----------------------

LENDER'S ADDRESS: 152 West 57th Street, 42nd Floor, New York, New York, 10019

INTEREST RATE: The interest rate per annum equal to the Average Rate, as such
     term is defined in the Loan Agreement.

LOAN AGREEMENT: That certain Loan Agreement dated as of the date hereof between
     the Lender and the Borrower relating to the indebtedness evidenced hereby,
     the terms and provisions of which are incorporated herein by reference.

All capitalized words or phrases which are not otherwise specifically defined
     hereinabove or elsewhere in this Note shall have the meaning assigned in
     the Loan Agreement.

1.       PROMISE TO PAY. FOR VALUE RECEIVED, the Borrower promises to pay to the
         order of the Lender, on the Maturity Date or on such earlier date as
         the Obligations under the Loan Agreement may become due and payable
         upon acceleration, the Maximum Principal Amount or, if less, the
         aggregate unpaid principal amount of the Credit Line Loan made by the
         Lender to the Borrower pursuant to the Loan Agreement. The Borrower
         also agrees to pay interest at the Average Rate on the unpaid Principal
         Amout. Interest shall be payable in arrears on the last business day of
         each month and on the Maturity Date or on such earlier date as the
         Obligations under the Loan Agreement may become due and payable upon
         acceleration. Notwithstanding the foregoing, from and after the date
         payment is due, all principal and other amounts outstanding and payable
         under this Note shall bear interest at a rate per annum equal to 2%
         plus the Average Rate until paid in full.

2.       PAYMENT PROVISIONS. All sums payable hereunder are payable in lawful
         money of the United States of America and in immediately available
         funds at the Lender's Address or at such place or places as the Lender,
         its successors or assigns may designate in writing. If this Note or any
         payment hereunder becomes due on a Saturday, Sunday or other holiday on
         which the Lender is authorized to close, the due date of this Note or
         payment shall be extended to the next succeeding business day, but all
         interest or fees shall be calculated based on the actual time of
         payment. On the Maturity Date or on such earlier date as the
         Obligations under the Loan Agreement may become due and payable upon
         acceleration, this Note shall become immediately due and payable.

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3.       REVOLVING CREDIT FACILITY. Prior to the earlier of the Maturity Date or
         any earlier termination of the Lender's commitment upon the occurrence
         of an Event of Default, the Borrower may borrow, repay and re-borrow
         the Credit Line Loan, up to the Credit Limit.

4.       FEES AND EXPENSES. The Borrower will pay all expenses incurred by the
         Lender in connection with the preparation of the Loan Documents, the
         making of the Credit Line Loan evidenced by this Note, and the
         enforcement of the rights of the Lender in connection with this Note
         and the Loan Documents, including, but not limited to, the reasonable
         fees of its counsel, plus the disbursements of said counsel. The
         Borrower further agrees to pay to the Lender on demand all reasonable
         fees, costs and expenses incurred by the Lender in connection with the
         administration of this Credit Line Loan.

5.       WAIVER. The Borrower expressly waives presentment, notice of dishonor,
         protest and notice of nonpayment.

6.       CHOICE OF LAW. This Note shall be construed in accordance with and
         governed by the laws of the State of New York, without reference to the
         choice-of-law principles thereof.

WITNESS:

                                                STYLECLICK, INC.


                                                     By:
------------------------------------                      ----------------------
                                                          NAME
                                                          TITLE


                                                     By:
------------------------------------                      ----------------------
                                                          NAME
                                                          TITLE

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