EXECUTION COPY

                              EMPLOYMENT AGREEMENT


     THIS  EMPLOYMENT  AGREEMENT  ("Agreement")  is entered  into by and between
Brent Hill  ("Employee")  and  Styleclick,  Inc.,  a Delaware  Corporation  (the
"Company"), and is effective March 21, 2001 (the "Effective Date").

     WHEREAS,  the Company  desires to  establish  its right to the  services of
Employee,  in  the  capacity  described  below,  on  the  terms  and  conditions
hereinafter set forth, and Employee is willing to accept such employment on such
terms and conditions.

     NOW, THEREFORE,  in consideration of the mutual agreements  hereinafter set
forth, Employee and the Company have agreed and do hereby agree as follows:

1.  EMPLOYMENT.  The  Company  agrees to employ  Employee  as a  Executive  Vice
President and Employee accepts and agrees to such employment.  During Employee's
employment with the Company, Employee shall do and perform all services and acts
necessary  or  advisable  to  fulfill  the duties  and  responsibilities  as are
commensurate  and  consistent  with  Employee's  position  and shall render such
services on the terms set forth herein.  During  Employee's  employment with the
Company,  Employee shall report directly to the Chief Executive  Officer or such
person(s)  as from time to time may be  designated  by the Board of Directors of
the Company (the  "Board")(hereinafter  referred to as the "Reporting Officer").
Employee  shall have such powers and duties  with  respect to the Company as may
reasonably  be  assigned to Employee  by the  Reporting  Officer,  to the extent
consistent with Employee's position and status. Employee agrees to devote all of
Employee's working time, attention and efforts to the Company and to perform the
duties of Employee's  position in accordance  with the Company's  policies as in
effect from time to time.  Employee's principal place of employment shall be the
Company's offices located in Chicago, Illinois. During the "Term," as defined in
Section 2  hereof,  Employee shall have the right to (i) attend  meetings of the
Board  and  (ii) be  provided  copies  of any  materials  to be  distributed  or
discussed  at such  meetings,  at the same time such  materials  are provided to
members  of the  Board.  Notwithstanding  the  rights  conferred  upon  Employee
pursuant to the previous  sentence of this  Section 1,  the Board shall have the
right to exclude the Employee  from any Board meeting  (A) in which  Employee or
his  compensation is to be discussed,  (B) if the members of the Board determine
it would be inconsistent  with their fiduciary duties for Employee to be present
at such meeting or (C) if  Employee's  attendance  would  compromise  any matter
subject to attorney client privilege.

2. TERM OF AGREEMENT.  The term ("Term") of this Agreement shall commence on the
Effective Date and shall continue for a period of three (3) years, unless sooner
terminated in accordance  with the provisions of Section 1 of the Standard Terms
and Conditions attached hereto ("Standard Terms Annex").

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3. COMPENSATION.

     (a) BASE SALARY.  During the Term, the Company shall pay Employee an annual
base  salary  of  $237,500  (the  "Base  Salary"),  payable  in  equal  biweekly
installments or in accordance with the Company's  payroll  practice as in effect
from time to time. For all purposes under this Agreement, the term "Base Salary"
shall refer to Base Salary as in effect from time to time.

     (b) PERFORMANCE BONUS.  During the Term, Employee shall be eligible to earn
an annual  performance  cash bonus (each year's award  granted  pursuant to this
Section 3(b) shall  hereinafter  be referred to as the  "Bonus").  The amount of
such Bonus  shall be a  percentage  of  Employee's  Base  Salary  based upon the
achievement of certain  performance  goals and shall be determined in accordance
with the matrix set forth on Exhibit A annexed hereto.

     (c)  SET-OFF.  Notwithstanding  Section  3(e) of this  Agreement,  Employee
hereby  agrees that the Company  shall have the right to off-set  (the  "Set-Off
Right") through Employee's  forfeiture of shares of Restricted Stock (as defined
in Section  3(e)  hereof),  granted  to him  pursuant  to  Section  3(e) and the
Restricted  Stock Purchase  Agreement (as defined in Section 3(e) hereof) to the
extent  permitted  under  applicable  law for and to the extent that a breach of
Sections 2.3 through 2.8  (inclusive),  3.2 though 3.10 (inclusive) of the Asset
Purchase Agreement between the Styleclick,  Inc.,  Styleclick Chicago,  Inc, and
certain other parties  thereto  entered into  effective as of the Effective Date
(the "Purchase  Agreement") causes the Maximum Expected Liability (as defined in
the Purchase Agreement) to exceed the Maximum Amount (as defined in the Purchase
Agreement) (the "Company Set-Off  Obligation");  provided that the Company gives
written notice to Employee prior to the first  anniversary of the Effective Date
of any facts or circumstances  that could reasonably be expected to give rise to
a breach of such sections; and provided,  further that, with respect to a breach
of Section 3.9 of the Purchase Agreement solely that relates to or arises out of
any action taken by or on behalf of any of the  entities  listed on Schedule 3.8
to the  Purchase  Agreement  against  the  Company  which  creates or causes the
Company Set-Off  Obligation the Company shall provide such notice on or prior to
September 1,  2001. The number of shares of Restricted  Stock to be forfeited by
Employee  with  respect to the  Company's  exercise of such  Set-Off  Right (the
"Employee   Obligation")   shall  be  determined   by  the  following   formula:
[(X/1million)  *Y]/Z;  where X equals the total  number of shares of  Restricted
Stock  granted  to  Employee,  Y  equals  the  amount  of  the  Company  Set-Off
Obligation,  and Z equals the Fair Market  Value (as defined in the Plan) of the
Common Stock determined on the Effective Date. Upon the Company's written notice
to Employee of its exercise of the Set-Off  Right,  Employee shall have ten (10)
business  days  to  remit  cash  equal  to the  Employee  Obligation  in lieu of
forfeiting the shares of Restricted  Stock equal to the Employee  Obligation and
if  Employee  does  not  remit  such  cash  by the  close  of  business  on such
tenth (10th) day, the number of shares of Restricted Stock equal to the Employee
Obligation  shall be  immediately  forfeited.  Other than the Set-Off  Right the
Company  shall have no other  remedy at law or in equity to  recover  the dollar
amount of the Employee Obligation.  It is further agreed and understood that the
Company Set-Off Right is not intended to limit or otherwise prohibit the Company
from  taking any other  action  hereunder  (other  than an action to recover the
amount of the  Employee  Obligation  that it would  otherwise  have the right to
take) with respect to Employee.

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     (d) STOCK  OPTIONS.  In  consideration  of  Employee's  entering  into this
Agreement and as an inducement  to join the Company,  Employee  shall be granted
under the Styleclick,  Inc. 2000 Stock Plan (the "Plan") a  non-qualified  stock
option (the  "Standard  Option") to  purchase  150,000  shares of Class A common
stock, par value $.0l per share of the Company (the "Common Stock"),  subject to
(A) the approval of the Compensation  Committee and (B) Employee's  execution of
the Stock Option Agreement annexed hereto as Exhibit B (the "Option Agreement").
Employee  shall also be granted under the Plan a  non-qualified  stock option to
purchase an additional 150,000 shares of Common Stock (the "Launch Option"). The
date of grant of each of the Standard  Option and the Launch Option shall be the
date on which the Employee commences  employment with the Company.  The exercise
price of each of the Standard  Option and the Launch Option shall equal the last
reported sales price of the Common Stock in the over-the-counter market (or such
other market on which the Common Stock is then traded) on the date preceding the
date of grant.

          (i)  Except  as  otherwise  provided  in  the  Option  Agreement,  and
     contingent upon the Employee's  continued  employment with the Company, the
     Standard   Option  shall  vest  and  become   exercisable   in  four  equal
     installments on each of the first,  second,  third and fourth anniversaries
     of the date of grant.

          (ii)  Except  as  otherwise  provided  in the  Option  Agreement,  and
     contingent  upon the Employee's  continued  employment with the Company the
     Launch  Option shall become 100%  exercisable  (vested) on the eighth (8th)
     anniversary of the Grant Date.  Notwithstanding  the prior sentence of this
     Section  2(d)(ii) and contingent upon the Employee's  continued  employment
     with the Company the Launch Option shall vest and become  exercisable as to
     25% of the shares of Common Stock underlying the Launch Option on the first
     anniversary  of the date of grant and as to the remaining 75% of the shares
     of Common Stock  underlying the Launch Option on the second  anniversary of
     the date of  grant,  provided  that each of the PGA Tour Shop web site (the
     "PGA Tour") and SportsLine Store web site (the "SportsLine") "Launch" on or
     prior to the  applicable  "Deadline  Launch  Date" (as defined  below) and
     remain  "Operational"  through the end of the "Agreed  Initial Test Period"
     (as  described  below).  For  purposes  of this  Agreement  and the  Option
     Agreement (x) the terms "Launch" and  "Operational"  shall have the meaning
     set forth in Exhibit C (annexed  hereto) and (y) the terms "Deadline Launch
     Date" and "Agreed  Initial Test Period" shall have the  following  meaning:
     (A) Deadline  Launch  Date  with  respect  to  the  SportsLine  shall  mean
     April 30, 2001 and with respect to the PGA Tour it shall mean May 21, 2001,
     unless such  Deadline  Launch Date is  otherwise  extended  pursuant to the
     applicable  provisions  of Appendix C (annexed  hereto) and (B) the  Agreed
     Initial Test Period will cease on the later of four (4) weeks following the
     applicable  Deadline  Launch  Date or (i)  May 28,  2001  with  respect  to
     SportsLine and (ii) June 18, 2001 with respect to PGA Tour. Notwithstanding
     the foregoing,  in the event Employee's  employment hereunder is terminated
     (X) at any time prior to the end of the Term by the Company  other than for
     death, Disability or Cause (as such terms are defined in the Standard Terms
     Annex) the Launch  Option  shall  become 100% vested and  exercisable,  (Y)
     prior to the first  anniversary  of the Effective  Date by the Employee for
     Good  Reason  (as such term is  defined in the  Standard  Terms  Annex) the
     Launch Option shall become 100% vested and  exercisable and (Z) on or after

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     the first anniversary of the Effective Date by the Employee (I) pursuant to
     clause  (i)  (relocation)  of the  definition  of Good  Reason,  50% of the
     unvested shares of Common Stock underlying the Launch Option as of the date
     of such termination shall become vested and exercisable or (II) pursuant to
     clauses  (ii)  (reduction  in duties)  and (iii)  (material  breach of this
     Agreement) of the  definition of Good Reason,  100% of the shares of Common
     Stock underlying the Launch Option shall become vested and exercisable. For
     the avoidance of doubt and notwithstanding anything herein to the contrary,
     in the event that either of the PGA Tour or SportsLine  shall not Launch by
     the applicable Deadline Launch Date or shall not remain Operational through
     the end of the Agreed Initial Test Period,  the Launch Option shall vest on
     the eighth  (8th)  anniversary  of the Grant  Date  provided  the  Employee
     remains employed by the Company through such date.

          (iii) Except as otherwise provided in the Option Agreement each of the
     Standard  Option and the Launch  Option shall expire no later than upon the
     earlier to occur of (A) ten years from the date of grant or (B)(i) 90  days
     following the termination of Employee's employment with the Company without
     Cause (other than for death or  Disability)  or (ii) 365 days following the
     termination  of  Employee's  employment  with the  Company  on  account  of
     Disability or death.

          (iv)  Notwithstanding  anything  herein  to the  contrary  each of the
     Standard  Option  and  Launch  Option  shall be  governed  by the terms and
     conditions set forth in the Option Agreement and the Plan.

     (e) RESTRICTED STOCK. In further  consideration of Employee's entering into
this  Agreement  and as an  inducement  to join the  Company,  Employee  and the
Company shall enter into the Restricted Stock Purchase Agreement, annexed hereto
as Exhibit D, pursuant to which Employee shall purchase 302,000 shares of Common
Stock at the par value of the  Common  Stock  (the  "Restricted  Stock  Award").
Subject to the  provisions  of the  Restricted  Stock  Purchase  Agreement,  and
contingent  upon the  Employee's  continued  employment  with the  Company,  the
Restricted Stock Award shall vest in four (4) equal  installments on each of the
first, second,  third and fourth  anniversaries of the date of grant,  provided,
however that in the event (A) Employee's  employment hereunder is terminated (X)
at any time  prior to the end of the Term by the  Company  other than for death,
Disability  or Cause (as such terms are defined in the Standard  Terms Annex) or
(Y) by Employee for Good Reason (as such term is defined in the  Standard  Terms
Annex) prior to the first anniversary of the Effective Date the Restricted Stock
Award  shall  be 100%  vested  and  exercisable  and (B)  Employee's  employment
hereunder is  terminated by Employee for Good Reason (as such term is defined in
the Standard  Terms Annex) at any time on or after the first  anniversary of the
Effective Date, the Restricted Stock Award shall vest with respect to 50% of the
shares of Common  Stock  underlying  such  Restricted  Stock Award that have not
vested as of the date of such  termination.  Notwithstanding  anything herein to
the  contrary,  the  Restricted  Stock  Award shall be governed by the terms and
conditions set forth in the Restricted Stock Purchase Agreement and the Plan.

     (f) BENEFITS.  From the Effective  Date through the date of  termination of
Employee's  employment  with  the  Company  for any  reason,  Employee  shall be
entitled to  participate  in any welfare,  health and life insurance and pension
benefit  and  incentive  programs  as may be  adopted  from  time to time by the
Company on the same basis as that  provided to similarly  situated  employees of
the Company. Without limiting the generality of the foregoing, Employee shall be
entitled to the following benefits:

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          (i) Reimbursement for Business Expenses.  During the Term, the Company
     shall reimburse Employee for all reasonable and necessary expenses incurred
     by Employee in performing  Employee's  duties for the Company,  on the same
     basis as similarly  situated employees and in accordance with the Company's
     policies as in effect from time to time.

          (ii) Vacation. During the Term, Employee shall be entitled to four (4)
     weeks of paid vacation per year, in  accordance  with the plans,  policies,
     programs and  practices  of the Company  applicable  to similarly  situated
     employees of the Company generally.

4. NOTICES.  All notices and other  communications under this Agreement shall be
in writing and shall be given by first-class mail,  certified or registered with
return  receipt  requested  or hand  delivery  acknowledged  in  writing  by the
recipient  personally,  and shall be deemed to have been duly  given  three days
after  mailing  or  immediately  upon duly  acknowledged  hand  delivery  to the
respective persons named below:

      If to the Company:   Styleclick, Inc.
                           3861 Sepulveda Boulevard
                           Culver City, CA 90203
                           Facsimile: 310-751-2122
                           Attention: General Counsel

                           With a copy to:

                           USA Networks, Inc.
                           152 West 57th Street
                           New York, NY  10019
                           Attention:  General Counsel

      If to Employee:      At the Employee's address in the Company's records.

Either  party may change such  party's  address for notices by notice duly given
pursuant hereto.

5. GOVERNING LAW; JURISDICTION.

     (a) This Agreement and the legal relations thus created between the parties
hereto  shall be  governed by and  construed  under and in  accordance  with the
internal  laws of the State of New York without  reference to the  principles of
conflicts  of laws.  Any and all  disputes  between the parties  which may arise
pursuant to this Agreement  will be heard and  determined  before an appropriate
federal  court  in  Delaware,  or,  if  not  maintainable  therein,  then  in an
appropriate  Delaware state court. The parties acknowledge that such courts have
jurisdiction to interpret and enforce the provisions of this Agreement,  and the
parties  consent to, and waive any and all objections  that they may have as to,
personal jurisdiction and/or venue in such courts.

6. DISPUTES REGARDING DETERMINATION OF "LAUNCH" AND "OPERATIONS".

     The parties hereto only after having attempted to resolve in good faith any
dispute over (i) whether Launch of either PGA Tour or SportsLine took place in a
timely  fashion,   and  (ii) whether  either  of  PGA  Tour  or  SportsLine  was

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<PAGE>

Operational  through  the  end of the  Agreed  Initial  Test  Period  ("Arbitral
Events")  shall resolve any such dispute  through final and binding  arbitration
(in the case of  Employee  collectively  with  Brent  Hill).  Arbitration  shall
proceed  in  accord  with  the  commercial  Arbitration  Rules  of the  American
Arbitration  Association (the "AAA"),  unless other rules are agreed upon by the
parties.  The  arbitration  shall be held in New York City without regard to the
residence of a party, witnesses,  the location of evidence, or any other factor.
The arbitrator(s)  are to be selected as follows:  each of the parties (Employee
collectively  with Brent Hill) hereto shall by written  notice to the other have
the right to appoint one  arbitrator.  If,  within five (5) days  following  the
giving of such  notice by one party,  the other  shall not,  by written  notice,
appoint another  arbitrator,  the first arbitrator shall be the sole arbitrator.
Otherwise the two arbitrators  will select a third arbitrator who shall then act
as the sole  arbitrator.  All proceedings,  hearings  testimony,  documents,  or
writings  connected  with  the  arbitration  shall  be  confidential,  i.e.  not
disclosed by a party or its  representative  to persons not  connected  with, or
interested  in, the  arbitration.  The  arbitrator  shall have  jurisdiction  to
determine any Arbitral Event,  including  whether an issue is an Arbitral Event.
The arbitrator may grant any relief authorized by law or equity for any properly
established  claim.  The award  made in the  arbitration  shall be  binding  and
conclusive  on the parties and judgment may be, but need not be,  entered in any
court  having  jurisdiction.  The  interpretation  and  enforceability  of  this
Section 6  of this  Agreement  exclusively  shall be governed  and  construed in
accord with the internal laws of the State of New York, and the parties  consent
and agree that any judicial proceeding commenced in connection with this section
of this Agreement  shall be commenced  solely in a federal or state court within
New York,  New York,  each party  expressly  waiving any  objection  to personal
jurisdiction or venue in such court.

7. COUNTERPARTS. This Agreement may be executed in several counterparts, each of
which  shall  be  deemed  to be an  original  but  all of  which  together  will
constitute one and the same instrument.

8.  ACKNOWLEDGMENT.  Employee  expressly  understands and acknowledges  that the
Standard Terms Annex attached hereto is incorporated herein by reference, deemed
a part of this  Agreement  and is a binding and  enforceable  provision  of this
Agreement.  References to "this Agreement" or the use of the term "hereof" shall
refer to this Agreement and the Standard Terms Annex attached hereto, taken as a
whole.  Defined terms used in the Standard Terms Annex shall have the meaning as
ascribed to them herein and vice versa.

             [The remainder of this page left intentionally blank.]

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     IN WITNESS  WHEREOF,  the Company has caused this  Agreement to be executed
and  delivered  by its duly  authorized  officer and  Employee  has executed and
delivered this Agreement on March 21, 2001

                                Styleclick, Inc.

                             By: /S/ DEIRDRE STANLEY
                                 ----------------------
                                     Deirdre Stanley
                                     Authorized Representative



                                 /S/ BRENT HILL
                                -----------------------------
                                     Brent Hill



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                          STANDARD TERMS AND CONDITIONS
                         -------------------------------
                          (the "Standard Terms Annex")


1. TERMINATION OF EMPLOYEE'S EMPLOYMENT.

     (a) DEATH. In the event  Employee's  employment  hereunder is terminated by
reason  of  Employee's  death,  the  Company  shall  pay  Employee's  designated
beneficiary or beneficiaries,  within 30 days of Employee's death in a cash lump
sum,  Employee's  Base Salary through the end of the month in which death occurs
and any Accrued Obligations (as defined in Section 1(f) hereof).

     (b) DISABILITY. If, as a result of Employee's incapacity due to physical or
mental  illness  ("Disability"),  Employee  shall  have  been  absent  from  the
full-time performance of Employee's duties with the Company for a period of four
consecutive  months  and,  within 30 days after  written  notice is  provided to
Employee by the Company (in accordance  with Section 6  hereof),  Employee shall
not have returned to the full-time performance of Employee's duties,  Employee's
employment under this Agreement may be terminated by the Company for Disability.
During any period prior to such termination during which Employee is absent from
the  full-time  performance  of  Employee's  duties  with  the  Company  due  to
Disability, the Company shall continue to pay Employee's Base Salary at the rate
in effect  at the  commencement  of such  period  of  Disability,  offset by any
amounts  payable  to  Employee  under any  disability  insurance  plan or policy
provided by the  Company.  Upon  termination  of  Employee's  employment  due to
Disability,  the Company shall pay Employee  within 30 days of such  termination
(i) Employee's  Base Salary  through  the end of the month in which  termination
occurs in a lump sum in cash,  offset by any amounts  payable to Employee  under
any  disability  insurance  plan or policy  provided by the Company and (ii) any
Accrued Obligations (as defined in Section 1(f) hereof).

     (c) TERMINATION FOR CAUSE. The Company may terminate Employee's  employment
under this  Agreement for Cause at any time prior to the expiration of the Term.
As used herein,  "Cause" shall mean:  (i) the plea of guilty or nolo  contendere
to, or conviction for, the commission of a felony offense by Employee; provided,
however,  that after  indictment,  the  Company may  suspend  Employee  from the
rendition  of services,  but without  limiting or modifying in any other way the
Company's  obligations under this Agreement;  (ii) a material breach by Employee
of a fiduciary duty owed to the Company;  (iii) a material breach by Employee of
any of the covenants made by Employee in Section 2  hereof;  (iv) the willful or
gross  neglect by Employee of the material  duties  required by this  Agreement,
(subject to the Company  having an obligation  to notify  Employee in writing of
any alleged  breach of this  subclause  (iv) of this Section 1(c),  and Employee
having 7 days to cure any such breach (if capable of cure)),  or (v) the failure
to Launch (as such term is defined in Exhibit C annexed  hereto)  SportsLine  or
PGA Tour on or prior to the  applicable  Deadline  Launch Date or the failure of
each of the PGA Tour and the SportsLine to remain Operational through the end of
the applicable Agreed Initial Test Period;  provided;  however, that the Company
must  exercise  its  right to  terminate  Employee  for Cause  pursuant  to this

<PAGE>

subclause  (v) no later than the 90th day  following the later of the two Agreed
Initial Test Periods.  In the event of Employee's  termination  for Cause,  this
Agreement shall terminate without further obligation by the Company,  except for
the payment of any Accrued  Obligations  (as defined in  paragraph 1(f)  below).
Notwithstanding the foregoing,  if Employee's employment hereunder is terminated
for Cause pursuant to subclause (v) of this Section 1(c):  (A) the Company shall
pay  Employee  his Base  Salary  through the date which is one (1) year from the
date of such termination of employment and (B) the term "Restricted Period" with
respect to Employee  upon such a  termination  for all  purposes of Section 2 of
this Standard Terms Annex shall be the one (1) year period immediately following
such termination.

     (d) TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE OR
TERMINATION BY THE EMPLOYEE FOR GOOD REASON. If Employee's  employment hereunder
is terminated (X) by the Company for any reason other than  Employee's  death or
Disability or for Cause or (Y) by Employee for "Good  Reason" as defined  below,
then the following rules shall apply:

          (i) If such termination occurs on or prior to the first anniversary of
     the Effective  Date the Company shall pay to Employee:  (A) his Base Salary
     through the end of the Term over the course of the then  remaining Term and
     (B) the  Company  shall  pay  Employee  within  30 days of the date of such
     termination  in a cash lump sum any  Accrued  Obligations  (as  defined  in
     Section 1(g)  hereof).  Upon  and  following  such a  termination  the term
     "Restricted  Period" for all purposes of Section 2 of this  Standard  Terms
     Annex shall mean the two (2)  year period  immediately  following  the date
     Employee ceases to be employed by the Company; or

          (ii) If such  termination  occurs after the first  anniversary  of the
     Effective  Date the Company shall pay (A) Employee his Base Salary  through
     the end of the Term over the course of the then  remaining  Term but in not
     event shall the  Employee  receive Base Salary  continuation  for a shorter
     period than would yield Base Salary  continuation  equal to $30,000 and (B)
     the  Company  shall  pay  Employee  within  30  days  of the  date  of such
     termination  in a cash lump sum any  Accrued  Obligations  (as  defined  in
     Section 1(g)  hereof).  Upon  and  following  such a  termination  the term
     "Restricted  Period" for all purposes of Section 2 of this  Standard  Terms
     Annex shall mean the period  equal to the greater of the (X) the  remainder
     of the Term and (Y) one year following such termination.

     For  purposes of this  Agreement  the term Good  Reason  shall mean (i) the
Company requiring the Employee to be principally based at any office or location
more than fifty (50) miles from the  Chicago,  Illinois,  area,  (ii) a material
reduction  in  Employee's  duties  or  authority  from  those in  effect  on the
Effective  Date or (iii) a  material  failure  of the  Company to pay any of the
compensation  set forth in Section 3  (Compensation)  of this Agreement or other
material  breach of this Agreement  subject to Employee  having an obligation to
notify the  Company in  writing  of any such  alleged  failure or breach and the
Company having 7 days to cure any such breach (if capable of cure).

     (e)  NONRENEWAL  TERMINATION.  If the Company fails to renew this Agreement
under terms and conditions  substantially similar to the terms set forth herein,
Employee  shall be available for  consultation  with the Company  concerning its
general  operations and the industry for a period of one (1) year following such

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<PAGE>

termination  of  employment  (the  "Consulting  Period").  In  consideration  of
Employee's consulting services,  and in consideration of the covenants contained
in Section 2 of this  Standard  Terms Annex,  the Company  shall pay to Employee
$30,000 during the  Consulting  Period,  payable in equal monthly  installments.
Upon and  following  such a  termination  the term  "Restricted  Period" for all
purposes of Section 2 of this  Standard  Terms  Annex shall mean the  Consulting
Period.

     (f)  MITIGATION;   OFFSET.  In  the  event  of  termination  of  Employee's
employment  prior to the end of the Term,  Employee  shall use  reasonable  best
efforts  to seek  other  employment  and to take  other  reasonable  actions  to
mitigate the amounts payable under Section 1(d) hereof provided that if Employee
is requested by the Company to prove  reasonable best efforts,  the Company will
agree to such  protection  as shall  be  reasonably  necessary  to  protect  the
confidentiality and proprietary rights of all parties. If Employee obtains other
employment  during the Term,  the amount of any payment or benefit  provided for
under  Section 1(d)  hereof which has been paid to Employee shall be refunded to
the  Company  by  Employee  in an  amount  equal to any  compensation  earned by
Employee as a result of employment with or services provided to another employer
after  the  date of  Employee's  termination  of  employment  and  prior  to the
otherwise  applicable  expiration of the Term, and all future amounts payable by
the Company to Employee  during the remainder of the Term shall be offset by the
amount  earned  by  Employee  from  another  employer.   For  purposes  of  this
Section 1(e),  Employee shall have an obligation to inform the Company regarding
Employee's  employment  status  following  termination  and  during  the  period
encompassing  the Term; using trusted third parties or other mechanisms as shall
be reasonably necessary to protect the confidentiality and proprietary rights of
all parties concerned.

     (g) ACCRUED OBLIGATIONS.  As used in this Agreement,  "Accrued Obligations"
shall mean the sum of (i) any portion of Employee's Base Salary through the date
of death or termination of employment for any reason,  as the case may be, which
has not yet been paid; and (ii) any compensation  previously earned but deferred
by Employee  (together  with any interest or earnings  thereon) that has not yet
been paid and (iii) any unpaid reimbursement for business expenses owed Employee
in accordance with Section 3(f)(i).

2. CONFIDENTIAL INFORMATION; NON-SOLICITATION; AND PROPRIETARY-RIGHTS.

     (a)  CONFIDENTIALITY.  Employee  acknowledges  that while  employed  by the
Company Employee will occupy a position of trust and confidence.  Employee shall
not,  except as may be required to perform  Employee's  duties  hereunder  or as
required by applicable law, without limitation in time or until such information
shall have  become  public  other than by  Employee's  unauthorized  disclosure,
disclose to others or use,  whether  directly or  indirectly,  any  Confidential
Information  regarding  the Company or any of its  subsidiaries  or  affiliates.
"Confidential  Information"  shall mean information  about the Company or any of
its  subsidiaries  or  affiliates,  and their clients and customers  that is not
disclosed by the Company or any of its  subsidiaries or affiliates for financial
reporting  purposes and that was learned by Employee in the course of employment
by the  Company or any of its  subsidiaries  or  affiliates,  including  without

                                       3
<PAGE>

limitation,   any  proprietary   knowledge,   trade  secrets,   data,  formulae,
information and client and customer lists and all papers,  resumes,  and records
(including  computer  records) of the  documents  containing  such  Confidential
Information.   Employee  acknowledges  that  such  Confidential  Information  is
specialized,  unique  in  nature  and of  great  value  to the  Company  and its
subsidiaries or affiliates,  and that such information gives the Company and its
subsidiaries  or affiliates a competitive  advantage;  provided,  however,  that
Confidential  Information  shall  not  be  deemed  to  include  any  information
generally known in the profession of the Employee. Employee agrees to deliver or
return to the Company,  at the Company's request at any time or upon termination
or expiration of Employee's  employment or as soon  thereafter as possible,  all
documents,  computer tapes and disks,  records,  lists, data, drawings,  prints,
notes and written  information (and all copies thereof) furnished by the Company
and its  subsidiaries  or  affiliates  or  prepared by Employee in the course of
Employee's employment by the Company and its subsidiaries or affiliates. As used
in this  Agreement,  "subsidiaries"  and  "affiliates"  shall  mean any  company
controlled by, controlling or under common control with the Company.

     (b) NON-COMPETITION.

     Without in anyway limiting,  Section 1 of this Agreement,  during the Term,
Employee shall not directly or  indirectly,  engage in or assist in any business
or activity,  other than for or on behalf of the Company,  its  subsidiaries and
affiliates,  or USA  Electronic  Commerce  Solutions,  LLC  ("ECS"),  including,
without limitation,  as an officer,  director,  proprietor,  employee,  partner,
investor  (other  than as a holder  of less than 5% of the  outstanding  capital
stock of a publicly traded corporation),  guarantor, consultant, advisor, agent,
sales  representative,  or other participant;  provided,  however,  that nothing
herein shall prevent Employee from (i) engaging in personal activities involving
charitable, community, educational,  religious or similar organizations, or (ii)
managing his personal investments and affairs to the extent that such activities
are not in any manner  inconsistent  with or in conflict with the performance of
Employee's duties hereunder.

     Upon a termination  of the Employee's  employment  hereunder by the Company
for Cause (other than pursuant to subclause (v) of the definition of Cause),  or
upon the  Employee's  termination  hereunder  other  than for Good  Reason,  the
"Restricted Period" shall mean the two (2) year period immediately following the
date  Employee  ceases  to be  employed  by  the  Company;  otherwise  the  term
Restricted Period shall have the meaning ascribed to it in whichever  subsection
is applicable of Section 1 of this Standard  Terms Annex.  During the Restricted
Period,  Employee  shall not directly or  indirectly  engage in or assist in any
"Competitive  Business"  (as such  term is  defined  below)  including,  without
limitation,  performing  any  such  engagement  or  assistance  as  an  officer,
director,  proprietor,  employee,  partner,  investor (other than as a holder of
less than 5% of the outstanding capital stock of a publicly traded corporation),
guarantor,   consultant,   advisor,   agent,   sales   representative  or  other
participant.  For purposes of this Agreement  "Competitive  Business" shall mean
(i) the  provision of third party  e-commerce  services to clientele of the type
serviced by the Company,  its  subsidiaries or affiliates,  and ECS, or (ii) any
other business  products or services that are engaged in (other than for its own
account),  offered or provided by the Company, its subsidiaries or affiliates or
ECS during  Employee's  employment  with the Company and as to which Employee is
involved,  if those  activities  are in the same  markets  as the  Company,  its
subsidiaries or affiliates,  and/or ECS. Without limiting the application of the
foregoing,  during  the  Restricted  Period,  Employee  shall  not  directly  or
indirectly engage in or assist in any activity whether for Employee's benefit or
for the benefit of a third party (other than for the benefit of the Company, its
subsidiaries  or affiliates or ECS at the request of the Company)  which uses or
otherwise  deploys the  Purchased  Assets  described  in  Section 1.1(b)  of the
Purchase Agreement.

                                       4
<PAGE>

          (i) Nothing in this Section 2(b) shall during the  Restrictive  Period
     prevent  Employee from being an officer,  director,  proprietor,  employee,
     partner,   investor,   guarantor,   consultant,   advisor,   agent,   sales
     representative  for any  corporation,  partnership  or other  entity  whose
     principal  activity  and  business  is  consulting  to other  corporations,
     businesses, individuals, partnerships or entities (a "Consulting Company");
     provided,  however, that Employee shall not be involved with, consult to or
     contribute  his labor to any  activity  or project for or on behalf of such
     Consulting  Company  project or activity  which  involves or relates to any
     entity or  individual  who was a client or  customer  of the  Company,  its
     affiliates or  subsidiaries,  or ECS on the date of Employee's  termination
     from the Company (a "Customer") and which project or activity is in an area
     of the Competitive Business.

          (ii) Nothing in this Section 2(b) shall during the Restrictive  Period
     prevent  Employee from being an officer,  director,  proprietor,  employee,
     partner,   investor,   guarantor,   consultant,   advisor,   agent,   sales
     representative  or other  participant  in any  corporation,  partnership or
     other entity (other than a Consulting  Company) (i) which is not engaged in
     a Competitive  Business, or (ii) which is engaged in a Competitive Business
     provided;  however,  that  Employee  may be  engaged  by such  corporation,
     partnership  or other  entity  solely in a  division,  area or unit of such
     corporation,   partnership   or  other  entity  which  is  not  engaged  in
     Competitive Business.

          (iii) In addition,  during the Restricted  Period,  Employee shall not
     directly or indirectly  engage in or assist in any activity in the business
     of any  Customers to the extent that such  engagement  or  assistance is in
     Competitive  Business,   including,   without  limitation,   engagement  or
     assistance as an officer, director, proprietor, employee, partner, investor
     (other than as a holder of less than 5% of the outstanding capital stock of
     a publicly traded  corporation),  guarantor,  consultant,  advisor,  agent,
     sales representative or other participant.

     (c) NON-SOLICITATION OF EMPLOYEES. Employee recognizes that he will possess
confidential   information   about  other  employees  of  the  Company  and  its
subsidiaries  or affiliates  relating to their  education,  experience,  skills,
abilities,  compensation and benefits,  and  inter-personal  relationships  with
suppliers to and customers of the Company and its  subsidiaries  or  affiliates.
Employee  recognizes  that the  information  he will  possess  about these other
employees is not generally known, is of substantial value to the Company and its
subsidiaries  or affiliates in developing  their  respective  businesses  and in
securing and retaining  customers,  and will be acquired by Employee  because of
Employee's business position with the Company.  Employee agrees that, during the
Restricted Period, Employee will not, directly or indirectly, solicit or recruit
any employee of the Company or any of its subsidiaries or affiliates,  including
without limitation,  ECS for the purpose of being employed by Employee or by any
business,  individual,  partnership,  firm, corporation or other entity on whose
behalf  Employee  is acting as an agent,  representative  or  employee  and that
Employee  will not convey any such  confidential  information  or secrets  about
other  employees of the Company or any of its  subsidiaries or affiliates to any
other  person  except  within the scope of  Employee's  duties  hereunder  or as
required by law. For the purpose of this Section 2(c) an employee of the Company
is any person who was  employed by the Company  during the sixty (60) day period
prior to the date in question.

                                       5
<PAGE>

     (d) NON-SOLICITATION OF CUSTOMERS.

     During the Restrictive Period,  Employee shall not solicit any Customers to
be engaged in any Competitive Business or encourage (regardless of who initiates
the contact) any such  Customer to use the  facilities  or services of any other
entity engaged in Competitive Business with respect to Competitive Business.

     (e) PROPRIETARY RIGHTS; ASSIGNMENT. All Employee Developments shall be made
for  hire  by the  Employee  for  the  Company  or any  of its  subsidiaries  or
affiliates. "Employee Developments" mean any idea, discovery, invention, design,
method,  technique,  improvement,  enhancement,  development,  computer program,
machine,  algorithm or other work or authorship that (i) relates to the business
or  operations  of the  Company or any of its  subsidiaries  or  affiliates,  or
(ii) results from or is suggested by any undertaking assigned to the Employee or
work  performed  by the  Employee  for or on behalf of the Company or any of its
subsidiaries  or  affiliates,  whether  created alone or with others,  during or
after working hours. All Confidential  Information and all Employee Developments
shall  remain the sole  property  of the Company or any of its  subsidiaries  or
affiliates.   The  Employee  shall  acquire  no  proprietary   interest  in  any
Confidential  Information or Employee Developments  developed or acquired during
the Term.  To the extent the Employee  may, by  operation  of law or  otherwise,
acquire any right,  title or interest in or to any  Confidential  Information or
Employee  Development,  the  Employee  hereby  assigns to the  Company  all such
proprietary rights. The Employee shall, both during and after the Term, upon the
Company's  request,  promptly  execute  and  deliver  to the  Company  all  such
assignments, certificates and instruments, and shall promptly perform such other
acts, as the Company may from time to time in its  discretion  deem necessary or
desirable  to  evidence,  establish,  maintain,  perfect,  enforce or defend the
Company's rights in Confidential Information and Employee Developments.

     (f)  COMPLIANCE  WITH POLICIES AND  PROCEDURES.  During the Term,  Employee
shall adhere to all of the applicable  policies and standards of professionalism
of the  Company of which  Employee  has been given a copy as they may exist from
time to time generally applicable to similarly situated employees.

     (g) REMEDIES FOR BREACH.  Employee  expressly  agrees and understands  that
Employee  will  notify the  Company in  writing  of any  alleged  breach of this
Agreement  by the  Company,  and the Company  will have 30 days from  receipt of
Employee's notice to cure any such breach.

          Employee  expressly  agrees and understands that the remedy at law for
     any  breach by  Employee  of this  Section 2  will be  inadequate  and that
     damages  flowing  from such  breach are not  usually  susceptible  to being
     measured in  monetary  terms.  Accordingly,  it is  acknowledged  that upon
     Employee's  violation of any provision of this  Section 2 the Company shall
     be entitled to obtain from any court of  competent  jurisdiction  immediate
     injunctive  relief and obtain a temporary order  restraining any threatened
     or further  breach as well as an  equitable  accounting  of all  profits or
     benefits arising out of such violation.  Nothing in this Section 2 shall be
     deemed to limit the  Company's  remedies at law or in equity for any breach
     by  Employee  of any of the  provisions  of this  Section 2,  which  may be
     pursued by or available to the Company.

                                       6
<PAGE>

     (h) SURVIVAL OF  PROVISIONS.  The  obligations  contained in this Section 2
shall,  to the extent  provided in this  Section 2,  survive the  termination or
expiration of Employee's  employment with the Company and, as applicable,  shall
be fully enforceable  thereafter in accordance with the terms of this Agreement.
If it is determined by a court of competent  jurisdiction  in any state that any
restriction  in  this  Section 2  is  excessive  in  duration  or  scope  or  is
unreasonable or unenforceable  under the laws of that state, it is the intention
of the parties that such  restriction may be modified or amended by the court to
render it enforceable to the maximum extent permitted by the law of that state.

3. TERMINATION OF PRIOR  AGREEMENTS.  This Agreement  together with all Exhibits
hereto,  including  the  Option  Agreement  and the  Restricted  Stock  Purchase
Agreement,  constitutes the entire agreement  between the parties and terminates
and supersedes any and all prior agreements and understandings  (whether written
or oral)  between  the  parties  with  respect  to the  subject  matter  of this
Agreement.  Employee acknowledges and agrees that neither the Company nor anyone
acting  on its  behalf  has  made,  and is not  making,  and in  executing  this
Agreement,  the Employee has not relied upon, any  representations,  promises or
inducements  except  to the  extent  the  same is  expressly  set  forth in this
Agreement.  Employee  hereby  represents and warrants that by entering into this
Agreement, Employee will not rescind or otherwise breach an employment agreement
with Employee's  current  employer prior to the natural  expiration date of such
agreement

4. ASSIGNMENT;  SUCCESSORS. This Agreement is personal in its nature and none of
the parties hereto shall, without the consent of the others,  assign or transfer
this  Agreement or any rights or  obligations  hereunder,  provided that, in the
event of the merger,  consolidation,  transfer,  or sale of all or substantially
all of the assets of the Company with or to any other individual or entity, this
Agreement shall,  subject to the provisions hereof, be binding upon and inure to
the benefit of such successor and such successor shall discharge and perform all
the promises,  covenants,  duties, and obligations of the Company hereunder, and
all  references  herein to the  "Company"  other than  references  contained  in
Section 2 of the Standard Terms Annex shall refer to such successor.

5. WITHHOLDING. The Company shall make such deductions and withhold such amounts
from each payment and benefit made or provided to Employee hereunder,  as may be
required from time to time by applicable law, governmental regulation or order.

6. HEADING  REFERENCES.  Section  headings in this Agreement are included herein
for  convenience  of  reference  only and  shall not  constitute  a part of this
Agreement for any other  purpose.  References to "this  Agreement" or the use of
the term "hereof"  shall refer to these  Standard Terms Annex and the Employment
Agreement attached hereto, taken as a whole.

                                       7
<PAGE>


7. WAIVER;  MODIFICATION.  Failure to insist upon strict  compliance with any of
the terms,  covenants, or conditions hereof shall not be deemed a waiver of such
term,  covenant,  or condition,  nor shall any waiver or  relinquishment  of, or
failure to insist upon strict  compliance  with, any right or power hereunder at
any one or more  times be deemed a waiver  or  relinquishment  of such  right or
power at any other time or times.  This  Agreement  shall not be modified in any
respect  except by a writing  executed  by each  party  hereto.  Notwithstanding
anything  to the  contrary  herein,  neither  the  assignment  of  Employee to a
different Reporting Officer due to a reorganization or an internal restructuring
of the  Company  or its  affiliated  companies  nor a change in the title of the
Reporting Officer shall constitute a modification or a breach of this Agreement.

8. SEVERABILITY.  In the event that a court of competent jurisdiction determines
that any portion of this  Agreement is in violation of any law or public policy,
only the portions of this Agreement that violate such law or public policy shall
be stricken.  All portions of this  Agreement that do not violate any statute or
public policy shall continue in full force and effect.  Further, any court order
striking  any  portion of this  Agreement  shall  modify the  stricken  terms as
narrowly as possible to give as much effect as possible to the intentions of the
parties under this Agreement.

9.  INDEMNIFICATION.  The Company shall indemnify and hold Employee harmless for
acts and omissions in Employee's capacity as an officer, director or employee of
the Company to the maximum extent  permitted  under  applicable  law;  provided,
however,  that neither the Company,  nor any of its  subsidiaries  or affiliates
shall indemnify Employee for any losses incurred by Employee as a result of acts
that would constitute Cause (as defined in Section 1(c)) of this Agreement.

                [Remainder of the Page Left Intentionally Blank]


                                       8
<PAGE>

ACKNOWLEDGED AND AGREED:

Date:  March 21, 2001


                                       Styleclick, Inc.


                                        /s/    DEIRDRE STANLEY
                                       -------------------------------
                                       By:     Deirdre Stanley
                                       Title:  Authorized Representative




                                          /s/ BRENT HILL
                                        -------------------------------
                                              Brent Hill


                                       9
<PAGE>
                                                                       Exhibit A

                             Performance-Based Bonus

     Bonus  will  be   performance-based.   The   Employee   will  meet  with  a
representative  of the Board at the  beginning of each bonus period to set goals
and  expectations  for the upcoming  bonus  period.  Typically the Bonus will be
based on  performance  in more than one area,  possibly with a stated portion of
the Bonus  allocated  to each  area.  Some  areas may  relate to the  Employee's
individual  performance;  others  may  relate to the  success  of the group that
reports to the Employee; and yet others may relate to the larger groups of which
the Employee is a member,  including the entire Company. To the extent possible,
performance standards will be objective and measurable.  Examples of performance
standards might include meeting budget  estimates,  meeting promised  deadlines,
expanding existing customer relationships,  creating new customer relationships,
meeting  or  exceeding  expected  margins,   increasing  customer  satisfaction,
improving  service levels,  rolling out  improvements on time and within budget,
meeting  cash  flow  goals,   delivering  new  functionality,   handling  crises
effectively and creating new intellectual property.

<PAGE>
                                                                       Exhibit C

Definitions

"Launch" means, with respect to the SportsLine or the PGA Tour (each, an "Online
Store"),  (i) the Online Store is capable of being accessed by Internet users at
the URL  designated by the Company or ECS, (ii) the Online  Store's  transaction
engine is  capable  of  accepting  orders  and is  prepared  to  interface  with
fulfillment  operations  at  HSN,  Mark  Scott  and  Reda,  in the  case  of the
SportsLine,  or with fulfillment  operations at W.C. Bradley, in the case of the
PGA Tour through either the web-based "Supplier  Interface  Application" for HSN
and W.C. Bradley,  or the "File Exchange  Application" in the case of Reda (both
of which  applications are a part of the Purchased Assets,  and require that the
fulfillment  provider has access to the  Internet),  but as used for mvp.com and
pgatourshop.com,  and  such  engine  has the  functionalities  described  in the
attached  appendices  (subject to the limitations set forth therein);  (iii) the
Online Store provides for customer service  functionality to Precision  Response
Corporation or W.C. Bradley through the "Customer  Service  Application"  (which
application  is a part of the  Purchased  Assets and requires  that the customer
service  provider has access to the  Internet),  as designated by the Company or
ECS, but as used for mvp.com and pgatourshop.com;  and (iv) the Online Store has
the  capability to sell at least the number of SKUs  specified in Paragraph 1(m)
of Appendix I of Exhibit D to the Purchase Agreement,  provided that all product
images and descriptions have been delivered in a reasonable format and obtaining
required  releases and in a timely  fashion;  and (v) in the case of SportsLine,
customer data and order history data for the period while MVP.com, Inc. operated
the SportsLine on the MVP.com,  Inc.  technology platform has been imported into
the  Online  Store's  order  processing  and  fulfillment  system,   subject  to
SportsLine's approval and subject to the receipt of such customer data and order
history data for such period from ECS or its designee in a reasonable format and
in a timely fashion.

USA Networks, Inc., ECS or the Company will be responsible for:
- Domain names - obtaining the right to use the URLs designated by the client
- Funding
- Corporate  Infrastructure except for 1 full time onsite Finance resource and 1
full time HR resource
- Collect  necessary data and  information  from the client and delivering  such
data and information in an appropriate format
- Marketing
- Site Merchandising
- Merchandise Procurement (including relationships with drop shippers) including
supplying product photos and descriptions as needed
- Customer Service
- Fulfillment
- Finance - including  the setup and  configuration  of merchant  accounts  that
support  Verisign/Signio  (MIDs/TIDs)  and  obtaining SSL  certificates  for the
desired URLs
- All other items  allocated to SportsLine or PGA Tour in ECS's  agreements with
Sportsline or PGA Tour, as the case may be
- All other items not described in the definition of Launch or the appendices or
reasonably related thereto

                                       2
<PAGE>



"Operational"  means the Online  Store has uptime of 98% during  which a visitor
can  successfully  place  an  order  during  the  Initial  Test,  excluding  all
exceptions to uptime set forth in Purchaser's  agreement with  SportsLine of the
PGA Tour and (i) excluding planned  maintenance  outages (which shall not exceed
2%) Period (ii) excluding  network  outages beyond the team's  control,  such as
outages at Level3,  Internap,  UUNet, and the Internet in general or a Denial of
Service  attack,  and (iii) subject to the collective  capacity in the Purchased
Assets and  Optioned  Assets that were  provided  to the  MVP.com,  Inc.  online
properties (it being understood that such capacity is equivalent to the capacity
available to on mvp.com and pgatourshop.com during peak times of operations.

"Operational" shall further mean (i) that the following information is available
on a daily basis:  summary sales information  (date,  number of orders and total
revenue) and detailed sales information  (order date/time stamp,  purchaser name
and address, and SKU or product description, charge-backs, returns, sales taxes,
and shipping and handling  charges) and (ii) the site has load times  consistent
with industry standards.

The "DeadLine Launch Date" shall be extended, (i) in the case of the SportsLine,
to the extent that the deadline under ECS's  contract is extended,  as agreed by
SportsLine,  (ii) in the case of the  PGATour,  to the extent that the  deadline
under ECS's contract is extended, as agreed by PGATour,  (iii) in either case by
the number of days of any Force  Majeure  Event (as  defined  in the  SportsLine
agreement or the PGA Tour, as  applicable),  (iii) in either event to the extent
of the absence of telephonic  customer service  capabilities as of the date that
the  site  is  otherwise  prepared  to  "Launch",  or the  expected  absence  of
fulfillment  services  within seven (7) days after the date on which the site is
otherwise  prepared  to  "Launch,"  (iv)  to  the  extent  that  merchandise  is
unavailable to meet the requirements set forth in Appendix I of Exhibit D to the
Purchase Agreement,  or (v) to the extent that there is any delay resulting from
SportsLine's  or PGA  Tour's  failure  to meet its  responsibilities  under  the
agreement  between  SportsLine or PGA Tour, as applicable,  and ECS; but only to
the extent that such delay  results in an extension of the deadline for the site
launch.

                                       3