MEDIA WARRANT AGREEMENT


                                     between

                                STYLECLICK, INC.
                                   as Issuer,


                                       and


                               USA NETWORKS, INC.,
                                as Warrantholder



                            Dated as of July 27, 2000

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

SECTION 1.  Definitions........................................................1

SECTION 2.  The Warrants.......................................................5

SECTION 3.  Exercise...........................................................5

SECTION 4.  Payment of Taxes...................................................6

SECTION 5.  Replacement Warrant................................................7

SECTION 6.  Reservation of Class B Common Stock and Other Covenants............7

SECTION 8.  No Dilution or Impairment.........................................15

SECTION 9.  Transfers of the Warrant..........................................16

SECTION 10.  Survival of Provisions...........................................17

SECTION 11.  Delays, Omissions and Indulgences................................17

SECTION 12.  Rights of Transferees............................................17

SECTION 13.  Captions.........................................................17

SECTION 14.  Notices..........................................................17

SECTION 15.  Successors and Assigns...........................................18

SECTION 16.  Severability.....................................................18

SECTION 17.  Governing Law....................................................18

SECTION 19.  Entire Agreement; Amendment......................................19

SECTION 20.  Rules of Construction............................................19

                                        i

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                             MEDIA WARRANT AGREEMENT

         MEDIA WARRANT AGREEMENT, dated as of July 27, 2000, between Styleclick,
Inc., a Delaware corporation (the "COMPANY"), and USA Networks, Inc., a Delaware
corporation (the "WARRANTHOLDER").

                              W I T N E S S E T H:
                               -------------------

         WHEREAS, Styleclick.com, Inc., a California corporation ("STYLECLICK"),
Internet Shopping Network, LLC, a Delaware limited liability company ("ISN"),
and USANi Sub LLC, a Delaware limited liability company ("PARENT"), have entered
into an Amended and Restated Agreement and Plan of Merger, dated as of March 23,
2000 (the "MERGER AGREEMENT"), which provides for, among other things, the
mergers (THE "MERGERS") of Styleclick and ISN with separate wholly owned
subsidiaries of the Company.

         WHEREAS, as a condition to the willingness of the parties to enter into
the Merger Agreement, the Company has agreed to issue a warrant (the "WARRANT")
to purchase shares of Class B Common Stock (as defined below) to the
Warrantholder prior to the Closing (as defined in the Merger Agreement);

         WHEREAS, the Company proposes to issue a certificate evidencing the
Warrant (such warrant certificate issued pursuant to this Agreement being
hereinafter referred to as the "WARRANT CERTIFICATE"); and

         WHEREAS, the Company and Warrantholder desire to set forth in this
Agreement, among other things, the form and provisions of the Warrant
Certificate and the terms and conditions under which it may be issued,
transferred, exchanged, replaced and surrendered in connection with the exercise
of the Warrant.

         NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto hereby agree as follows:

         SECTION 1. DEFINITIONS. As used herein, the following terms shall have
the following meanings.

         "AFFILIATE" means, with respect to any Person, any other Person that,
directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such first Person. The term
"CONTROL" means possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.

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                                                                               2

         "AGGREGATE EXERCISE PRICE" has the meaning assigned thereto in Section
3(b).

         "BUSINESS DAY" means any day other than a day on which (i) banks in the
State of New York are authorized or obligated to be closed or (ii) the New York
Stock Exchange is closed.

         "BOARD OF DIRECTORS" means the Board of Directors of the Company.

         "CAPITAL STOCK" means (a) in the case of a corporation, capital stock,
(b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
capital stock, (c) in the case of a partnership, partnership interests (whether
general or limited), (d) in the case of a limited liability company, membership
interests and (e) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

         "CASHLESS EXERCISE" has the meaning assigned thereto in Section 3(c).

         "CHARTER DOCUMENTS" means the Certificate of Incorporation and the
Bylaws of the Company, as amended or supplemented from time to time.

         "CLASS A COMMON STOCK" means the Class A Common Stock, par value $0.01
per share, of the Company.

         "CLASS B COMMON STOCK" means the Class B Common Stock, par value $0.01
per share, of the Company.

         "COMMON STOCK" means (a) the Class A Common Stock and the Class B
Common Stock, (b) any other Capital Stock into which such Common Stock is
reclassified or reconstituted and (c) in the case of any reorganization,
reclassification, consolidation, merger, or sale of the character referred to in
Section 7(e) hereof, the stock or other securities or property provided for in
such Section.

         "COMMON STOCK DEEMED OUTSTANDING" shall mean the number of shares of
Common Stock actually outstanding (not including shares of Common Stock held in
the treasury of the Company), plus (x) in case of any adjustment required by
Section 7(a) resulting from the issuance of any Options, the maximum total
number of shares of Common Stock issuable upon the exercise of the Options for
which the adjustment is required (including any Common Stock issuable upon the
conversion of Convertible Securities issuable upon the exercise of such
Options), and (y) in the case of any adjustment required by Section 7(a)
resulting from the issuance of any Convertible Securities, the maximum total
number of shares of Common Stock issuable upon the

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                                                                               3

exercise, conversion or exchange of the Convertible Securities for which the
adjustment is required, as of the date of issuance of such Convertible
Securities, if any.

         "CONVERTIBLE SECURITIES" means evidences of indebtedness, shares of
stock or other securities which are directly or indirectly convertible or
exchangeable, with or without payment of additional consideration in cash or
property, for shares of Common Stock, either immediately or upon the onset of a
specified date or the happening of a specified event.

         "DISTRIBUTION" has the meaning assigned thereto in Section 7(f).

         "ELECTION TO PURCHASE" has the meaning assigned thereto in Section
3(a).

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

         "EXERCISE AMOUNT" has the meaning assigned thereto in Section 3(a).

         "EXERCISE PRICE" has the meaning assigned thereto in Section 2.

         "EXPIRATION DATE" means the tenth (10th) anniversary of the date
hereof.

         "MARKET PRICE" as of any date, (i) means the average of the daily
closing bid prices for the shares of Class A Common Stock as reported to The
Nasdaq National Market for the trading day immediately preceding such date, or
(ii) if The Nasdaq National Market is not the principal trading market for the
Class A Common Stock, the average of the last reported bid prices on the
principal trading market for the Class A Common Stock during the same period,
or, if there is no bid price for such period, the last reported sales price for
such period, or (iii) if market value cannot be calculated as of such date on
any of the foregoing bases, the Market Price shall be the average fair market
value as reasonably determined by an investment banking firm selected by the
Company and reasonably acceptable to the Holders of a majority in interest of
the Warrants, with the costs of the appraisal to be borne by the Company.

         "MEDIA COMMITMENT" means the Media Commitment Agreement, dated as of
the date hereof, between the Warrantholder and the Company, as amended,
restated, supplemented or otherwise modified from time to time.

         "MEDIA VALUE" means advertising time on the Network computed on a net
basis at fair market value rates, which shall determined by taking into account
recent sales by the Network of comparable size, volume and desired time in
similar product categories; PROVIDED that any determination of Media Value shall
be made in good faith by the Warrantholder, which determination shall be
conclusive and binding for purposes of this Agreement.

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                                                                               4

         "NASDAQ" means the National Association of Securities Dealers Automated
Quotation System.

         "NETWORK" means the network of media properties of Warrantholder,
including USA Network, SciFi Channel, USA Broadcasting, Ticketmaster, Home
Shopping Network, Sci-Fi.com, USA Networks.com, USA Studios.com and USA
Films.com and others as they may exist from time to time.

         "PERSON" means any individual, corporation, partnership, firm, group
(as such term is used in Section 13(d)(3) of the Exchange Act), joint venture,
asso ciation, trust, limited liability company, unincorporated organization,
estate, trust or other entity.

         "PRINCIPAL OFFICE" means the Company's principal office as set forth in
Section 14 hereof or such other principal office of the Company in the United
States of America the address of which first shall have been set forth in a
notice to the Warrantholder.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of the date hereof, among the Company, the Warrantholder and
Parent, as amended, restated, supplemented or otherwise modified from time to
time.

         "REGULATORY REQUIREMENT" has the meaning assigned thereto in Section
6(c).

         "SEC" means the Securities and Exchange Commission.

         "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

         "SIGNIFICANT STOCKHOLDER" means any stockholder of the Company that,
together with its Affiliates, beneficially owns more than 50% of the then
outstanding voting securities of the Company.

         "STOCKHOLDERS AGREEMENT" means the Stockholders Agreement, dated as of
the date hereof, among the Company, the Warrantholder, Parent and the other
stockholders named therein, as amended, restated, supplemented or otherwise
modified from time to time.

         "SUBSIDIARY" of any Person means any corporation, partnership, joint
venture or other legal entity of which such Person (either directly or through
or together with any other Subsidiary of such Person) owns, directly or
indirectly, 50% or more of the stock or other equity interests the holders of
which are generally entitled to

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                                                                               5

vote for the election of the board of directors or similar governing body of
such corporation, partnership, joint venture or other legal entity.

         "WARRANT SHARES" means (a) the shares of Class B Common Stock issued or
issuable upon exercise of the Warrant in accordance with its terms and (b) all
other shares of the Company's capital stock issued with respect to such shares
by way of stock dividend, stock split or other reclassification or in connection
with any merger, consolidation, recapitalization or other reorganization
affecting the Company's Capital Stock.

         SECTION 2. THE WARRANTS.

         Subject to the terms and conditions of this Agreement, the Company
hereby issues and delivers to the Warrantholder a warrant, substantially in the
form of Exhibit A hereto, to purchase 12,030,437 shares of fully paid and
nonassessable Class B Common Stock at a price per share equal to $11.50 (the
"EXERCISE PRICE").

         SECTION 3. EXERCISE.

                  (a) METHOD OF EXERCISE. From time to time on or before the
Expiration Date, the Warrantholder, in accordance with the terms hereof, may
exercise the Warrant, in whole or in part. The Warrantholder shall effect any
such exercise by delivering the Warrant to the Company during normal business
hours on any Business Day at the Company's Principal Office, together with the
Election to Purchase, substantially in the form of Exhibit B hereto (the
"ELECTION TO PURCHASE"), duly executed, and payment, in accordance with Section
3(b), of the Exercise Price for the number of Warrant Shares (the "EXERCISE
AMOUNT") to be so purchased, as specified in the Election to Purchase. If the
Expiration Date is not a Business Day, then the Warrant may be exercised on the
next succeeding Business Day.

                  (b) PAYMENT OF EXERCISE PRICE. Payment of the Aggregate
Exercise Price shall be made to the Company in cash or other immediately
available funds or as provided in Sections 3(c) or 3(d), or a combination
thereof, with respect to any exercise of the Warrant. In the case of payment of
all or a portion of the Aggregate Exercise Price pursuant to Sections 3(c) or
3(d), the direction by the Warrantholder to make a Cashless Exercise or Media
Commitment Exercise, respectively, shall serve as accompanying payment for such
portion of the Aggregate Exercise Price. The amount to be paid (the "AGGREGATE
EXERCISE PRICE") shall equal the product of (a) the Exercise Amount multiplied
by (b) the Exercise Price.

                  (c) CASHLESS EXERCISE. The Warrantholder shall have the right,
but no obligation, to pay all or a portion of the Aggregate Exercise Price by
making a cashless exercise pursuant to this Section 3(c) (a "CASHLESS
EXERCISE"), in which case the portion of the Aggregate Exercise Price to be so
paid shall be deemed

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                                                                               6

paid in full by the reduction of the number of Warrant Shares otherwise issuable
pursuant to the Election to Purchase by that number of Warrant Shares equal to
the quotient obtained by dividing (x) the value of the Warrant at the time of
exercise (determined by subtracting (a) the Aggregate Exercise Price in effect
immediately prior to exercise from (b) the aggregate Market Price immediately
prior to exercise) by (y) the Market Price immediately prior to exercise.

                  (d) MEDIA COMMITMENT EXERCISE. The Warrantholder shall have
the right, but no obligation, to pay up to 50% of the Aggregate Exercise Price
by making a media commitment exercise pursuant to this Section 3(d) (a "MEDIA
COMMITMENT EXERCISE"), in which case the portion of the Aggregate Exercise Price
to be so paid shall be deemed paid in full by increasing the amount of Media
Value available under the Media Commitment by such portion of the Aggregate
Exercise Price, with such additional Media Value being made available over the
three year period beginning on the date of exercise pursuant to this Section
3(d).

                  (e) ISSUANCE OF SHARES OF COMMON STOCK. Upon receipt by the
Company of the Warrant at its Principal Office in proper form for exercise, and
accompanied by payment of the Aggregate Exercise Price as aforesaid and, in the
case of any payment pursuant to Section 3(d) above, accompanied by reasonably
satisfactory evidence of such increased Media Value commitment, the
Warrantholder shall be deemed to be the holder of record of the shares of Class
B Common Stock issuable upon such exercise, notwithstanding that certificates
representing such shares of Class B Common Stock may not then be actually
delivered. Upon surrender of the Warrant and payment of the Aggregate Exercise
Price as aforesaid, the Company shall issue and cause to be delivered with all
reasonable dispatch to, or upon the written order of, the Warrantholder (and in
such name or names as the Warrantholder may designate) a certificate or
certificates for the Exercise Amount, subject to any reduction as provided in
Section 3(c) for a Cashless Exercise.

                  (f) FRACTIONAL SHARES. The Company shall not be required to
deliver fractions of shares of Class B Common Stock upon exercise of the
Warrant. If any fraction of a share of Class B Common Stock would be deliverable
upon exercise of the Warrant, the Company may, in lieu of delivering such
fraction of a share of Class B Common Stock, make a cash payment to the
Warrantholder in an amount equal to the same fraction of the Market Price
determined as of the Business Day immediately preceding the date of exercise of
the Warrant.

                  (g) PARTIAL EXERCISE. In the event of a partial exercise of
the Warrant, the Company shall issue to the Warrantholder a Warrant in like form
for the unexercised portion thereof.

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                                                                               7

         SECTION 4. PAYMENT OF TAXES.

         The Company shall pay all stamp taxes attributable to the initial
issuance of shares or other securities issuable upon the exercise of the Warrant
or issuable pursuant to Section 7 hereof, excluding any tax or taxes which may
be payable because of the transfer involved in the issuance or delivery of any
certificates for shares of Class B Common Stock or other securities in a name
other than that of the Warrantholder in respect of which such shares or
securities are issued.

         SECTION 5. REPLACEMENT WARRANT.

         If the Warrant is mutilated, lost, stolen or destroyed, the Company
shall issue and deliver in exchange and substitution for and upon cancellation
of the mutilated Warrant, or in lieu of and in substitution for the Warrant
lost, stolen or destroyed, a new Warrant of like tenor and representing an
equivalent right or interest, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction of such Warrant
and upon receipt of indemnity reasonably satisfactory to the Company.

         SECTION 6. RESERVATION OF CLASS B COMMON STOCK AND OTHER COVENANTS.

                  (a) RESERVATION OF AUTHORIZED CLASS B COMMON STOCK. The
Company shall at all times reserve and keep available out of the aggregate of
its authorized but unissued shares, free of preemptive rights, such number of
its duly authorized shares of Class B Common Stock, or other stock or securities
deliverable pursuant to Section 7 hereof, as shall be sufficient to enable the
Company at any time to fulfill all of its obligations under this Agreement and
the Warrant.

                  (b) AFFIRMATIVE ACTIONS TO PERMIT EXERCISE AND REALIZATION OF
BENEFITS. If any shares of Class B Common Stock reserved or to be reserved for
the purpose of exercise of the Warrant, or any shares or other securities
reserved or to be reserved for the purpose of issuance pursuant to Section 7
hereof, require registration with or approval (other than as a result of a
Regulatory Requirement contemplated by Section 6(c)) of any governmental
authority under any federal or state law (including approvals or expirations of
waiting periods required under the Hart-Scott-Rodino Antitrust Improvements Act,
but excluding the Securities Act and any state securities or "blue sky" laws)
before such shares or other securities may be validly delivered upon exercise of
the Warrant, then the Company and the Warrantholder shall cooperate with each
other so that each may prepare and file notification and report forms in
compliance with such law and shall otherwise fully comply with the requirements
of such law, to the extent required in connection with the exercise of the
Warrant. The Company shall bear all expenses in connection with the filing of
such forms.

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                  (c) REGULATORY REQUIREMENTS AND RESTRICTIONS. In the event of
any reasonable determination by the Warrantholder that, by reason of any
existing or future federal or state law, statute, rule, regulation, guideline,
order, court or administrative ruling, request or directive (whether or not
having the force of law and whether or not failure to comply therewith would be
unlawful) (a "REGULATORY REQUIREMENT"), the Warrantholder is effectively
restricted or prohibited from holding the Warrant or the related Warrant Shares
(including any shares of capital stock or other securities distributable to the
Warrantholder in any merger, reorganization, readjustment or other
reclassification), or otherwise realize upon or receive the benefits intended
under the Warrant, the Company shall, and shall use its commercially reasonable
efforts to have its stockholders, take such action as the Warrantholder may deem
reasonably necessary to permit the Warrantholder to comply with such Regulatory
Requirement. The costs of taking such action shall be shared equally by the
Company and the Warrantholder. Such action to be taken may include the Company's
authorization of one or more new classes of capital stock for which the Warrant
may be exercised or the adoption of such modifications and amendments to the
Charter Documents, this Agreement, the Warrant or any other documents and
instruments related to or executed in connection herewith or with the Warrant as
may be deemed reasonably necessary by the Warrantholder. The Warrantholder shall
give written notice to the Company of any such determination and the action or
actions necessary to comply with such Regulatory Requirement, which notice and
determination shall be conclusive absent manifest error, and the Company shall
take all commercially reasonable steps necessary to comply with such
determination as expeditiously as possible.

                  (d) VALIDLY ISSUED SHARES. The Company covenants that all
shares of Class B Common Stock or other securities that may be delivered upon
exercise of the Warrant (including those issued pursuant to Section 7 hereof)
shall, upon delivery by the Company, be duly authorized and validly issued,
fully paid and nonassessable, free from all taxes, liens and charges with
respect to the issue or delivery thereof and otherwise free of all other
security interests, encumbrances and claims of any nature whatsoever.

         SECTION 7. ANTIDILUTION PROVISIONS. Prior to the Expiration Date or
until the Warrant is fully exercised, the Exercise Price and the number of
Warrant Shares shall be subject to adjustment from time to time as provided in
this Section 7. In the event that any adjustment of the Exercise Price as
required herein results in a fraction of a cent, such Exercise Price shall be
rounded up or down to the nearest cent.

                  (a) ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES UPON
ISSUANCE OF COMMON STOCK. Except as otherwise provided in Section 7(c) and 7(e)
hereof, if and whenever after the initial issuance of this Warrant, the Company
issues or sells, or in accordance with Section 7(b) hereof is deemed to have
issued or sold, any shares of Common Stock for no consideration or for a
consideration per share less

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than the Market Price on the date of issuance (a "DILUTIVE ISSUANCE"), then
effective immediately upon the Dilutive Issuance, the Exercise Price will be
adjusted in accordance with the following formula:

E' = (E) (O + P/M) / (CSDO)

where:
         E'     =          the adjusted Exercise Price;
         E      =          the then current Exercise Price;
         M      =          the then current Market Price;
         O      =          the number of shares of Common Stock outstanding
                           immediately prior to the Dilutive Issuance;
         P      =          the aggregate consideration, calculated as set forth
                           in Section 7(b) hereof, received by the Company upon
                           such Dilutive Issuance;
                           and
         CSDO   =          the total number of shares of Common Stock Deemed
                           Outstanding immediately after the Dilutive Issuance.

                  (b) EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes
of determining the adjusted Exercise Price under Section 7(a) hereof, the
following will be applicable:

                  (i) Issuance of Rights or Options. If the Company in any
manner issues or grants any warrants, rights or options, whether or not
immediately exercisable, to subscribe for or to purchase Common Stock or other
securities exercisable, convertible into or exchangeable for Common Stock
("CONVERTIBLE SECURITIES"), but not to include the grant or exercise of any
stock or options which may hereafter be granted or exercised under any employee
or director benefit plan of the Company now existing or to be implemented in the
future, so long as the issuance of such stock or options is approved by a
majority of the non-employee members of the Board of Directors or a majority of
the members of a committee of non-employee directors established for such
purpose (such warrants, rights and options to purchase Common Stock or
Convertible Securities are hereinafter referred to as "OPTIONS"), and the price
per share for which Common Stock is issuable upon the exercise of such Options
is less than the Market Price on the date of issuance ("BELOW MARKET OPTIONS"),
then the maximum total number of shares of Common Stock issuable upon the
exercise of all such Below Market Options (assuming full exercise, conversion or
exchange of Convertible Securities, if applicable) will, as of the date of the
issuance or grant of such Below Market Options, be deemed to be outstanding and
to have been issued and sold by the Company for such price per share. For
purposes of the preceding sentence, the price per share for which Common Stock
is issuable upon the exercise of such Below Market Options is determined by
dividing (A) the total amount, if any, received or receivable by

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the Company as consideration for the issuance or granting of such Below Market
Options, plus the minimum aggregate amount of additional consideration, if any,
payable to the Company upon the exercise of all such Below Market Options, plus,
in the case of Convertible Securities issuable upon the exercise of such Below
Market Options, the minimum aggregate amount of additional consideration payable
upon the exercise, conversion or exchange thereof at the time such Convertible
Securities first become exercisable, convertible or exchangeable, by (B) the
maximum total number of shares of Common Stock issuable upon the exercise of all
such Below Market Options (assuming full conversion of Convertible Securities,
if applicable). No further adjustment to the Exercise Price will be made upon
the actual issuance of such Common Stock upon the exercise of such Below Market
Options or upon the exercise, conversion or exchange of Convertible Securities
issuable upon exercise of such Below Market Options.

                  (ii) Issuance of Convertible Securities.

                           (A) If the Company in any manner issues or sells any
         Convertible Securities, whether or not immediately convertible (other
         than where the same are issuable upon the exercise of Options) and the
         price per share for which Common Stock is issuable upon such exercise,
         conversion or exchange (as determined pursuant to Section 7(b)(ii)(B)
         if applicable) is less than the Market Price on the date of issuance,
         then the maximum total number of shares of Common Stock issuable upon
         the exercise, conversion or exchange of all such Convertible Securities
         will, as of the date of the issuance of such Convertible Securities, be
         deemed to be outstanding and to have been issued and sold by the
         Company for such price per share. For the purposes of the preceding
         sentence, the price per share for which Common Stock is issuable upon
         such exercise, conversion or exchange is determined by dividing (I) the
         total amount, if any, received or receivable by the Company as
         consideration for the issuance or sale of all such Convertible
         Securities, plus the minimum aggregate amount of additional
         consideration, if any, payable to the Company upon the exercise,
         conversion or exchange thereof at the time such Convertible Securities
         first become exercisable, convertible or exchangeable, by (II) the
         maximum total number of shares of Common Stock issuable upon the
         exercise, conversion or exchange of all such Convertible Securities. No
         further adjustment to the Exercise Price will be made upon the actual
         issuances of such Common Stock upon exercise, conversion or exchange of
         such Convertible Securities.

                           (B) If the Company in any manner issues or sells any
         Convertible Securities with a fluctuating conversion or exercise price
         or exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the
         price

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         per share for which Common Stock is issuable upon such exercise,
         conversion or exchange for purposes of the calculation contemplated by
         Section 7(b)(ii)(A) shall be deemed to be the lowest price per share
         which would be applicable assuming that (I) all holding period and
         other conditions to any discounts contained in such Convertible
         Security have been satisfied, and (II) the Market Price on the date of
         issuance of such Convertible Security was 80% of the Market Price on
         such date (the "ASSUMED VARIABLE MARKET PRICE").

                           (iii) Change in Option Price or Conversion Rate.
Except for the grant or exercise of any stock or options which may hereafter be
granted or exercised under any employee or director benefit plan of the Company
now existing or to be implemented in the future, so long as the issuance of such
stock or options is approved by a majority of the non-employee members of the
Board of Directors of the Company or a majority of the members of a committee of
non-employee directors established for such purpose, if there is a change at any
time in (A) the amount of additional consideration payable to the Company upon
the exercise of any Options; (B) the amount of additional consideration, if any,
payable to the Company upon the exercise, conversion or exchange or any
Convertible Securities; or (C) the rate at which any Convertible Securities are
convertible into or exchangeable for Common Stock (other than under or by reason
of provisions designed to protect against dilution), the Exercise Price in
effect at the time of such change will be readjusted to the Exercise Price which
would have been in effect at such time had such Options or Convertible
Securities still outstanding provided for such changed additional consideration
or changed conversion rate, as the case may be, at the time initially granted,
issued or sold.

                           (iv) Treatment of Expired Options and Unexercised
Convertible Securities. If, in any case, the total number of shares of Common
Stock issuable upon exercise of any Options or upon exercise, conversion or
exchange of any Convertible Securities is not, in fact, issued and the rights to
exercise such option or to exercise, convert or exchange such Convertible
Securities shall have expired or terminated, the Exercise Price then in effect
will be readjusted to the Exercise Price which would have been in effect at the
time of such expiration or termination had such Options or Convertible
Securities, to the extent outstanding immediately prior to such expiration or
termination (other than in respect of the actual number of shares of Common
Stock issued upon exercise or conversion thereof), never been issued.

                           (v) Calculation of Consideration Received. If any
Common Stock, Options or Convertible Securities are issued, granted or sold for
cash, the consideration received therefor for purposes of this Warrant will be
the amount received by the Company therefor, before deduction of reasonable

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                                                                              12

commissions, underwriting discounts or allowances or other reasonable expenses
paid or incurred by the Company in connection with such issuance, grant or sale.
In case any Common Stock, Options or Convertible Securities are issued or sold
for a consideration part or all of which shall be other than cash, the amount of
the consideration other than cash received by the Company will be the fair
market value of such consideration except where such consideration consists of
freely-tradeable securities, in which case the amount of consideration received
by the Company will be the Market Price thereof as of the date of receipt. The
fair market value of any consideration other than cash or securities will be
determined in the good faith reasonable business judgment of the Board of
Directors.

                           (vi) Exceptions to Adjustment of Exercise Price. No
adjustment to the Exercise Price will be made (i) upon the exercise of any
warrants, options or convertible securities issued and outstanding on the date
hereof in accordance with the terms of such securities as of such date; (ii)
upon the grant or exercise of any stock or options which may hereafter be
granted or exercised under any employee or director benefit plan of the Company
now existing or to be implemented in the future, so long as the issuance of such
stock or options is approved by a majority of the non-employee members of the
Board of Directors or a majority of the members of a committee of non- employee
directors established for such purpose; (iii) upon the exercise of the Warrants
or (iv) upon the issuance of Common Stock or other Capital Stock of the Company
as consideration in an acquisition of a third party or in connection with a
merger with a third party; provided that, with respect to clause (iv), such
third party is not a controlled Affiliate of the Company or such transaction (A)
has been approved by a special committee of the Board of Directors comprised
solely of independent directors and such special committee has recommended that
the stockholders of the Company vote in favor thereof and (B) the Company has
received from a nationally recognized investment banking firm a written opinion
addressed to such special committee, for inclusion in the proxy statement to be
delivered to the stockholders, substantially to the effect that such transaction
is fair to Newco or to Newco's stockholders (other than any Significant
Stockholder) from a financial point of view.

                  (c) SUBDIVISION OR COMBINATION OF COMMON STOCK. If the
Company, at any time after the initial issuance of this Warrant, subdivides (by
any stock split, stock dividend, recapitalization, reorganization,
reclassification or otherwise) its shares of Common Stock into a greater number
of shares, then, after the date of record for effecting such subdivision, the
Exercise Price in effect immediately prior to such subdivision will be
proportionately reduced. If the Company, at any time after the initial issuance
of this Warrant, combines (by reverse stock split, recapitalization,
reorganization, reclassification or otherwise) its shares of Common Stock into a
smaller number of shares, then, after the date of record for effecting such

<PAGE>

                                                                              13

combination, the Exercise Price in effect immediately prior to such combination
will be proportionately increased.

                  (d) ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of
the Exercise Price pursuant to the provisions of this Section 7, the number of
shares of Class B Common Stock issuable upon exercise of this Warrant shall be
adjusted by multiplying a number equal to the Exercise Price in effect
immediately prior to such adjustment by the number of shares of Class B Common
Stock issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product so obtained by the adjusted Exercise Price.

                  (e) MAJOR TRANSACTIONS. If the Company shall consolidate or
merge with any other corporation or entity (other than a merger in which the
Company is the surviving or continuing entity and its capital stock is unchanged
and unissued in such transaction (except for Common Stock constituting less than
twenty percent (20%) of the Company's Common Stock then outstanding)) or any
subsidiary of the Company shall be a party to a merger or consolidation or other
extraordinary transaction and the Company issues twenty percent (20%) or more of
its Common Stock in any such merger, consolidation or other transaction or there
shall occur any share exchange pursuant to which all of the outstanding shares
of Common Stock are converted into other securities or property or any
reclassification or change of the outstanding shares of Common Stock (each of
the foregoing being a "MAJOR TRANSACTION"), then the Warrantholder may
thereafter, at its option, be entitled, at its election, either to (a) in the
event that the Common Stock remains outstanding or holders of Common Stock
receive any common stock or substantially similar equity interest, in each of
the foregoing cases which is publicly traded, retain its Warrant and the Warrant
shall continue to apply to such Common Stock or shall apply, as nearly as
practicable, to such other common stock or equity interest, as the case may be,
or (b) regardless of whether (a) applies, receive consideration, in exchange for
the Warrant, equal to the number of shares of stock or securities or property of
the Company, or of the entity resulting from such Major Transaction (the "MAJOR
TRANSACTION CONSIDERATION"), to which a holder of the number of shares of Class
B Common Stock delivered upon the exercise of the Warrant would have been
entitled upon such Major Transaction had the Warrantholder exercised the Warrant
(without regard to any limitations on conversion or elsewhere contained) on the
trading date immediately preceding the public announcement of the transaction
resulting in such Major Transaction and had such Class B Common Stock been
issued and outstanding and had the Warrantholder been the holder of record of
such Class B Common Stock at the time of the consummation of such Major
Transaction, and the Company shall make lawful provision for the foregoing as a
part of such Major Transaction; and shall cause the issuer of any security in
such transaction which constitutes Registrable Securities under the Registration
Rights Agreement to assume all of the Company's obligations under the
Registration Rights Agreement. No sooner than ten Business Days nor later than
five Business Days prior to the consummation of the Major Transaction, but not
prior to the

<PAGE>

                                                                              14

public announcement of such Major Transaction, the Company shall deliver written
notice ("NOTICE OF MAJOR TRANSACTION") to the Warrantholder, which Notice of
Major Transaction shall be deemed to have been delivered one Business Day after
the Company's sending such notice by telecopy (provided that the Company sends a
confirming copy of such notice on the same day by overnight courier) of such
Notice of Major Transaction. Such Notice of Major Transaction shall indicate the
amount and type of the Major Transaction Consideration which the Warrantholder
would receive under this Section. If the Major Transaction Consideration does
not consist entirely of United States currency, such holder may elect to receive
United States currency in an amount equal to the value of the Major Transaction
Consideration in lieu of the Major Transaction Consideration by delivering
notice of such election to the Company within five Business Days of such
holder's receipt of the Notice of Major Transaction.

                  (f) DISTRIBUTION OF ASSETS. In case the Company shall declare
or make any distribution of its assets (or rights to acquire its assets) to
holders of Common Stock as a partial liquidating dividend, by way of return of
capital or otherwise (including any dividend or distribution to the Company's
shareholders of cash or shares (or rights to acquire shares) of capital stock of
a subsidiary) (a "DISTRIBUTION"), at any time after the initial issuance of this
Warrant, then the Warrantholder shall be entitled upon exercise of this Warrant
for the purchase of any or all of the shares of Common Stock subject hereto, to
receive the amount of such assets (or rights) which would have been payable to
the Warrantholder had the Warrantholder been the holder of such shares of Common
Stock on the record date for the determination of shareholders entitled to such
Distribution.

                  (g) NOTICES OF ADJUSTMENT. Upon the occurrence of any event
which requires any adjustment of the Exercise Price, then, and in each such
case, the Company shall give notice thereof to the Warrantholder, which notice
shall state the Exercise Price resulting from such adjustment and the increase
or decrease in the number of Warrant Shares purchasable at such price upon
exercise, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. Such calculation shall be certified
by the chief financial officer of the Company.

                  (h) MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the
Exercise Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise required to be made, but any
such lesser adjustment shall be carried forward and shall be made at the time
and together with the next subsequent adjustment which, together with any
adjustments so carried forward, shall amount to not less than 1% of such
Exercise Price.

                           (i) NO FRACTIONAL SHARES. No fractional shares of
Class B Common Stock are to be issued upon the exercise of this Warrant, but the
Company shall pay a cash adjustment in respect of any fractional share which
would otherwise be issuable in an amount equal to the same fraction of the
Market Price; PROVIDED that in

<PAGE>

                                                                              15

the event that sufficient funds are not legally available for the payment of
such cash adjustment any fractional shares of Class B Common Stock shall be
rounded up to the next whole number.

                  (j) OTHER NOTICES. In case at any time:

                  (i) the Company shall declare any dividend upon the Common
         Stock payable in shares of stock of any class or make any other
         distribution to the holders of the Common Stock;

                  (ii) the Company shall offer for subscription pro rata to the
         holders of the Common Stock any additional shares of stock of any class
         or other rights;

                  (iii) there shall be any capital reorganization of the
         Company, or reclassification of the Common Stock, or consolidation or
         merger of the Company with or into, or sale of all or substantially all
         of its assets to, another corporation or entity; or

                  (iv) there shall be a voluntary or involuntary dissolution,
         liquidation or winding-up of the Company;

then, in each such case, the Company shall give to the Warrantholder (a) notice
of the date on which the books of the Company shall close or a record shall be
taken for determining the holders of Common Stock entitled to receive any such
dividend, distribution, or subscription rights or for determining the holders of
Common Stock entitled to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up and (b) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, notice of
the date (or, if not then known, a reasonable approximation thereof by the
Company) when the same shall take place. Such notice shall also specify the date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or other securities or property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding-up, as the case may be. Such notice shall be given at least 30 days
prior to the record date or the date on which the Company's books are closed in
respect thereto, but in no event earlier than public announcement of such
proposed transaction or event. Failure to give any such notice or any defect
therein shall not affect the validity of the proceedings referred to in clauses
(i), (ii), (iii) and (iv) above.

<PAGE>

                                                                              16

         SECTION 8. NO DILUTION OR IMPAIRMENT.

         The Company will not, by amendment of its Charter Documents or through
any reorganization, recapitalization, transfer of assets, consolidation, merger,
share exchange, dissolution or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of the Warrant,
including the adjustments required under Section 7 hereof, and will at all times
in good faith assist in the carrying out of all such terms and in taking of all
such action as may be necessary or appropriate to protect the rights of the
Warrantholder against dilution or other impairment. Without limiting the
generality of the foregoing and notwithstanding any other provision of the
Warrant to the contrary (including by way of implication), the Company (a) will
not increase the par value of any shares of Class B Common Stock receivable on
the exercise of the Warrant above the amount payable therefor on such exercise
and (b) will take all such corporate action as may be necessary or appropriate
so that the Company may validly and legally issue fully paid and nonassessable
shares of Class B Common Stock on the exercise of the Warrant.

         SECTION 9. TRANSFERS OF THE WARRANT.

                  (a) TRANSFER AND EXCHANGES. The Company shall initially record
the Warrant on a register to be maintained by the Company with its other stock
books and, subject to Section 9(b) hereof and the provisions of the Stockholders
Agreement, from time to time thereafter shall record a transfer of the Warrant
on such register when the Warrant is: (i) surrendered for transfer in accordance
with the terms hereof, (ii) properly endorsed and accompanied by appropriate
instructions, and (iii) accompanied by payment in cash or by check, bank draft
or money order payable to the order of the Company, in United States currency,
of an amount equal to any stamp or other tax or governmental charge or fee
required to be paid in connection with the transfer thereof. Upon any such
transfer, a new Warrant or Warrants shall be issued to the transferee and the
Warrantholder (in the event that the Warrant is only partially transferred) and
the surrendered Warrant shall be canceled. Each such transferee shall succeed to
all of the rights of the transferring Warrantholder under this Agreement or in
the event that the Warrant is only partially transferred, the transferring
Warrantholder and such transferee shall, simultaneously, hold rights hereunder
in proportion to their respective percentage interests of the original Warrant.
The Warrant may be exchanged at the option of the Warrantholder, when
surrendered at the Principal Office of the Company, for another Warrant or other
Warrants of like tenor and representing in the aggregate the right to purchase a
like number of shares of Common Stock, subject to adjustment as more fully set
forth herein.

                  (b) TRANSFERS SUBJECT TO SECURITIES LAWS; STOCKHOLDERS
AGREEMENT. Subject to the restrictions set forth in this Section 9 and the
Stockholders Agreement, the Warrantholder may at any time and from time to time
freely transfer the Warrant and the Warrant Shares in whole or in part. The
Warrant has not been,

<PAGE>

                                                                              17

and the Warrant Shares at the time of their issuance may not be, registered
under the Securities Act, and, except as provided in the Stockholders Agreement
or the Registration Rights Agreement, nothing herein contained shall be deemed
to require the Company to so register the Warrant or Warrant Shares. The Warrant
and the Warrant Shares are issued or issuable subject to the provisions and
conditions contained herein and the Warrantholder by accepting the Warrant
agrees with the Company to such provisions and conditions, and represents to the
Company that the Warrant has been acquired and the Warrant Shares will be
acquired for the account of the Warrantholder for investment and not with a view
to or for sale in connection with any distribution thereof.

                  (c) TRANSFERS TO NON-AFFILIATES. Notwithstanding the
foregoing, upon any transfer of this Warrant to a transferee that is not an
Affiliate of the Warrantholder, this Warrant shall automatically be amended to
(i) become exercisable solely for the number of shares of Class A Common Stock
equal to the number of shares of Class B Common Stock for which the Warrant was
exercisable prior to such transfer and (ii) provide that such transferee shall
not be entitled to pay the Aggregate Exercise Price by a Media Commitment
Exercise pursuant to Section 3(d)

         SECTION 10. SURVIVAL OF PROVISIONS.

         The provisions of this Agreement and the Warrant shall survive until
the earlier of (a) the full exercise by of the Warrant or (b) the Expiration
Date.

         SECTION 11. DELAYS, OMISSIONS AND INDULGENCES.

         No delay or omission to exercise any right, power or remedy accruing to
the Warrantholder upon any breach or default of the Company hereunder or under
the Warrant shall impair any such right, power or remedy, nor shall it be
construed to be a waiver of any such breach or default, or any acquiescence
therein, or of or in any similar breach or default thereafter occurring, nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the Warrantholder's part of any
breach or default hereunder or under the Warrant, or any waiver on the
Warrantholder's part of any provisions or conditions hereof or of the Warrant
must be in writing and that all remedies, either hereunder, under the Warrant or
by law or otherwise afforded to the Warrantholder, shall be cumulative and not
alternative.

                  SECTION 12.  RIGHTS OF TRANSFEREES.

         Subject to Section 9(c), the rights granted to the Warrantholder
hereunder and under the Warrant shall pass to and inure to the benefit of all
subsequent

<PAGE>

                                                                              18

transferees of all or any portion of the Warrant until extinguished pursuant to
the terms hereof; PROVIDED that the Warrantholder and any transferee shall hold
such rights in proportion to their respective ownership of the Warrant and
Warrant Shares.

         SECTION 13. CAPTIONS.

         The titles and captions of the Sections and other provisions hereof are
for convenience of reference only and are not to be considered in construing
this Agreement.

         SECTION 14. NOTICES.

         All notices, demands and other communications provided for or permitted
hereunder shall be made in writing and shall be by registered or certified
first-class mail, return receipt requested, telecopy, overnight courier service
or personal delivery:

                  (a)      if to the Company:

                           Styleclick, Inc.
                           3861 Sepulveda Blvd.
                           Culver City, CA 90230
                           Attention:   General Counsel
                           Telecopy:    (310) 751-2122


                  (b)      if to the Warrantholder:

                           USA Networks, Inc.
                           152 West 57th Street
                           New York, NY 10019
                           Attention:   General Counsel
                           Telecopy:    (212) 314-7329

         All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; when delivered by
courier, if delivered by commercial overnight courier service; five Business
Days after being deposited in the mail, postage prepaid, if mailed; and when
receipt is acknowledged, if telecopied.

         SECTION 15. SUCCESSORS AND ASSIGNS.

         This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, provided that the
Company shall have

<PAGE>

                                                                              19

no right to assign its rights, or to delegate its obligations, hereunder without
the prior written consent of the Warrantholder.

         SECTION 16. SEVERABILITY.

         If any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof.

         SECTION 17. GOVERNING LAW.

         THIS AGREEMENT AND THE WARRANT IS TO BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE.

         SECTION 18. JURISDICTION. Each party to this Agreement hereby
irrevocably agrees that any legal action or proceeding arising out of or
relating to this Agreement or any agreements or transactions contemplated hereby
shall be brought in the courts of the State of New York and hereby expressly
submits to the personal jurisdiction and venue of such courts for the purposes
thereof and expressly waives any claim of improper venue and any claim that such
courts are an inconvenient forum.

         SECTION 19. ENTIRE AGREEMENT; AMENDMENT.

         This Agreement, the Warrant, the Merger Agreement and the other
agreements and documents referenced therein are intended by the parties as a
final expression of their agreement and are intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein. Except as otherwise
expressly provided in this Agreement, any provision of this Agreement or of the
Warrant may be amended or modified only by an instrument in writing signed by
the Company and the Warrantholder.

         SECTION 20. RULES OF CONSTRUCTION.

         Unless the context otherwise requires "or" is not exclusive, and
references to sections or subsections refer to sections or subsections of this
Agreement. All pronouns and any variations thereof refer to the masculine,
feminine or neuter, singular or plural, as the context may require.

                                      * * *

<PAGE>

                                                                              20

                                    [Signature Page for Media Warrant Agreement]


         IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
duly executed as of the date first above written.

                                   STYLECLICK, INC.

                                   By:  /s/ Deirdre Stanley
                                        ---------------------------------------
                                        Name:    Deirdre Stanley
                                        Title:   Vice President


                                   USA NETWORKS, INC.

                                   By:  /s/ Dara Khosrowshahi
                                        ---------------------------------------
                                        Name:  Dara Khosrowshahi
                                        Title: Executive Vice President,
                                               Operations and Strategic Planning

<PAGE>

                                    EXHIBIT A



                                 FORM OF WARRANT


THIS CLASS B COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED
HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE
SECURITIES LAWS OF ANY STATE. THIS CLASS B COMMON STOCK PURCHASE WARRANT HAS
BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND
THIS CLASS B COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED
HEREUNDER MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AND REGISTRATION OR
QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
THAT THE PROPOSED TRANSACTION DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AND
APPLICABLE STATE SECURITIES LAWS.

THIS WARRANT IS SUBJECT TO THE TERMS OF A WARRANT AGREEMENT, DATED AS OF JULY
27, 2000, BETWEEN STYLECLICK, INC. AND USA NETWORKS, INC.


                                STYLECLICK, INC.

                      CLASS B COMMON STOCK PURCHASE WARRANT

                                  Number _____

         THIS IS TO CERTIFY that USA Networks, Inc., a Delaware corporation, and
its transferees, successors and assigns (the "WARRANTHOLDER"), for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, is entitled to purchase from Styleclick, Inc., a Delaware
corporation (the "COMPANY"), at a price per share equal to the Exercise Price,
12,030,437 shares of fully paid and nonassessable Class B Common Stock of the
Company, subject to the terms and conditions of the Warrant Agreement, dated as
of July 27, 2000, between the Company and the Warrantholder (as amended or
otherwise modified, the "WARRANT AGREEMENT"). The number of shares of Class B
Common Stock subject to this Warrant is subject to adjustment or reduction as
set forth in Section 7 of the Warrant Agreement. Capitalized terms used herein
shall have the meanings ascribed to such terms in the Warrant Agreement.

<PAGE>

                                                                               2

         Payment of the Exercise Price may be made as set forth in Section 3 of
the Warrant Agreement.

         If this Warrant is not exercised on or before 5:00 p.m., Pacific
Standard time on the Expiration Date, this Warrant shall become void and all
rights hereunder shall cease as of such time, except as provided in the Warrant
Agreement.

         This Warrant is issued pursuant to the Warrant Agreement and is subject
to, and entitled to the benefits of, all of the terms, provisions and conditions
of the Warrant Agreement, which Warrant Agreement is hereby incorporated by
reference herein and made a part hereof. The Warrant Agreement sets forth a full
description of the rights, limitations of rights, obligations, duties and
immunities of the Company and the Warrantholder with respect to this Warrant.
Copies of the Warrant Agreement are on file at the Principal Office of the
Company.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its name by its duly authorized officer, as of the 27th day of July, 2000.


                                   STYLECLICK, INC.


                                   By:  /s/ Deirdre Stanley
                                        ---------------------------------------
                                        Name:     Deirdre Stanley
                                        Title:    Vice President

<PAGE>

                                    EXHIBIT B

                           FORM OF NOTICE OF EXERCISE

                                                        ------------- ---, -----

To:      Styleclick, Inc.
         3861 Sepulveda Blvd.
         Culver City, CA 90230
         Attention:    Chief Financial Officer
         Telecopy:     (310) 751-2122


         1. The undersigned, pursuant to the provisions of the attached Warrant,
hereby elects to exercise such Warrant with respect to ________ shares of Class
B Common Stock (the "EXERCISE AMOUNT"). Capitalized terms used but not otherwise
defined herein have the meanings ascribed thereto in the attached Warrant.

         2. The undersigned herewith tenders payment for such shares in the
following manner (please check type, or types, of payment and indicate the
portion of the Exercise Price to be paid by each type of payment):

                  ____ Exercise for Cash
                  ____ Cashless Exercise
                  ____ Media Commitment Exercise

         3. Please issue a certificate or certificates representing the shares
issuable in respect hereof under the terms of the attached Warrant, as follows:


                    (Name of Record Warrantholder/Transferee)

and deliver such certificate or certificates to the following address:

<PAGE>

                                                                               2

                  (Address of Record Warrantholder/Transferee)

         4. The undersigned represents that the aforesaid shares are being
acquired for the account of the undersigned for investment and not with a view
to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares.

         5. If the Exercise Amount is less than all of the shares of Class B
Common Stock purchasable hereunder, please issue a new warrant representing the
remaining balance of such shares, as follows:


                    (Name of Record Warrantholder/Transferee)

and deliver such warrant to the following address:



                  (Address of Record Warrantholder/Transferee)


         In witness whereof, the undersigned Warrantholder has caused this
Notice of Exercise to be executed as of this _____ day of __________, ______.



                                   (Name of Warrantholder)



                                   By:  _______________________________________
                                        Name:
                                        Title: