<PAGE>

                                                                    Exhibit 10.4





                                WAIVER AGREEMENT


         WAIVER AGREEMENT, dated as of January 24, 2000 (this "AGREEMENT"),
among Castle Creek Technology Partners, LLC, an Illinois limited liability
company (the "PRINCIPAL STOCKHOLDER"), USANi Sub LLC, a Delaware limited
liability company ("PARENT") and Styleclick.com Inc., a California corporation
(the "COMPANY").

         WHEREAS, the Company and Parent propose to enter into an Agreement and
Plan of Merger, dated as of the date hereof (the "MERGER AGREEMENT"), which
provides for, among other things, the merger of the Company (the "MERGER") with
a wholly owned subsidiary of a newly formed Delaware corporation ("NEWCO") and
the concurrent contribution by Parent to Newco of all of the outstanding limited
liability interests of Internet Shopping Network LLC, a Delaware limited
liability company;

         WHEREAS, the Principal Stockholder is (a) the owner of one or more of
the following securities: (i) shares of common stock of the Company, no par
value ("COMPANY COMMON STOCK"), and (ii) warrants to acquire Company Common
Stock, in each case listed on Schedule 1, and (b) party to certain agreements
with the Company identified on Schedule 2 (the "COMPANY AGREEMENTS"); and

         WHEREAS, in order to induce Parent to enter into the Merger Agreement,
the Principal Stockholder has agreed to enter into this Agreement with respect
to (a) all the shares of Company Common Stock now owned, whether beneficially or
of record, and which may hereafter be acquired by the Principal Stockholder upon
exercise of the Warrants (as defined below) and any shares of Company Common
Stock over which the Principal Stockholder has investment power or voting power,
each within the meaning of Rule 13d-3(a) of the Securities Exchange Act of 1934,
as amended (the "SHARES"), and all warrants to acquire Shares now owned (the
"WARRANTS"), and (b) the Company Agreements to which the Principal Stockholder
is a party.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:


                                    ARTICLE 1

         Section 1.1 ACKNOWLEDGMENT. The Principal Stockholder acknowledges
receipt and review of a copy of the Merger Agreement.




<PAGE>
                                                                               2


         Section 1.2 WAIVER OF COMPANY AGREEMENTS. The Principal Stockholder
hereby irrevocably and forever waives, and agrees to the modifications of its
rights under, the provisions of the Company Agreements identified on Schedule 2
and as limited and qualified by Schedule 2 which is incorporated herein by
reference, and hereby irrevocably and forever waives or modifies, as the case
may be, any similar provision contained in any other agreement or arrangement
between the Principal Stockholder and the Company.

         Section 1.3 WAIVER OF DISSENTERS' RIGHTS. The Principal Stockholder
hereby irrevocably and forever waives any rights the Principal Stockholder may
have, as a result of the Merger, to demand payment for any Shares beneficially
owned by the Principal Stockholder pursuant to Section 1300 et. seq. of
California Law or to otherwise qualify as a "dissenting shareholder" as such
term is used in such sections of California Law.

         Section 1.4 TERMINATION OF WAIVERS. Notwithstanding the foregoing, the
waivers and modifications effected in Sections 1.2 and 1.3 shall be of no
further force and effect and shall be treated as if they had never been granted
if: (a) the Merger Agreement is not executed prior to February 15, 2000; (b) the
Merger is not consummated prior to July 31, 2000; (c) the Merger Agreement is
amended in a manner materially adverse to the Principal Stockholder; (d) any
party materially breaches its obligations under the Merger Agreement and such
breach has a material adverse effect on the Principal Stockholder; or (e) the
Merger Agreement is otherwise terminated pursuant to its terms prior to the
consummation of the Merger.


                                    ARTICLE 2

                         REPRESENTATIONS AND WARRANTIES
                          OF THE PRINCIPAL STOCKHOLDER

         The Principal Stockholder hereby represents and warrants to Parent as
follows:

         Section 2.1 AUTHORITY RELATIVE TO THIS AGREEMENT. The Principal
Stockholder has all necessary power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby and no other proceedings on the part of the
Principal Stockholder is necessary to authorize this Agreement or to consummate
such transactions. This Agreement has been duly and validly executed and
delivered by the Principal Stockholder and, assuming the due authorization,
execution and delivery by Parent and the Company, constitutes a legal, valid and
binding obligation of the Principal Stockholder, enforceable against the
Principal Stockholder in accordance with its terms.





<PAGE>
                                                                               3



         Section 2.2 NO CONFLICT. (a) The execution and delivery of this
Agreement by the Principal Stockholder do not, and the performance of this
Agreement by the Principal Stockholder will not, (i) conflict with or violate
any law, rule, regulation, order, judgment or decree applicable to the Principal
Stockholder or by which the Shares or the Warrants are bound or affected or (ii)
result in any breach of or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or result in
the creation of a Lien (as defined below) on any of the Shares or the Warrants
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which the
Principal Stockholder is a party or by which the Principal Stockholder or the
Shares or the Warrants are bound or affected, except for any such conflicts,
violations, breaches, defaults or other occurrences which would not prevent or
delay the performance by the Principal Stockholder of its obligations under this
Agreement.

         (b) The execution and delivery of this Agreement by the Principal
Stockholder do not, and the performance of this Agreement by the Principal
Stockholder will not, require any consent, approval, authorization or permit of,
or filing with or notification to, any court or arbitrator or any governmental
body, agency or official except for applicable requirements, if any, of the
Securities Exchange Act of 1934, as amended, and except where the failure to
obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, would not prevent or delay the performance by the
Principal Stockholder of its obligations under this Agreement.

         Section 2.3 TITLE TO THE SHARES. As of the date hereof, the Principal
Stockholder is the record and beneficial owner of, or has voting power or
investment power over, the Shares, and is the record and beneficial owner of the
Warrants, listed on Schedule 1. Such Shares and Warrants are all the securities
of the Company owned, either of record or beneficially, by the Principal
Stockholder or in which the Principal Stockholder has voting or investment power
and the Principal Stockholder owns no other rights or interests exercisable for
or convertible into any securities of the Company. Except as identified on
Schedule 3, all of the Shares and Warrants referred to above are owned free and
clear of all security interests, liens, claims, pledges, options, rights of
first refusal, agreement, limitations on the Principal Stockholder's voting
rights, charges and other encumbrances of any nature whatsoever, but excluding
standard margin rules applicable to the Shares or the Warrants (collectively,
"LIENS") except, with respect to the Warrants, the Warrant Agreements pursuant
to which such Warrants were issued. The Principal Stockholder has not appointed
or granted any proxy, which appointment or grant is still effective, with
respect to the Shares.






<PAGE>



                                                                              4



                                    ARTICLE 3

                     COVENANTS OF THE PRINCIPAL STOCKHOLDER

         Section 3.1 NO INCONSISTENT AGREEMENT. The Principal Stockholder hereby
covenants and agrees that it shall not enter into any agreement or grant a proxy
or power of attorney with respect to the Shares or Warrants which is
inconsistent with this Agreement.

         Section 3.2 TRANSFER RESTRICTION.

                     (a) The Principal Stockholder hereby covenants and agrees
that it shall not sell, give, assign, hypothecate, pledge, encumber, grant a
security interest in or otherwise dispose of, whether by operation of law or by
agreement or otherwise (each a "TRANSFER"), from the date hereof until the
earlier of (i) termination of this Agreement or (ii) termination of the Merger
Agreement, any Shares or Warrants, or any right, title or interest therein or
thereto; PROVIDED, HOWEVER, that, notwithstanding the foregoing, the Principal
Stockholder may engage in ordinary course hedging transactions and may sell
Shares in open market transactions that comply with Rule 144(f) under the
Securities Act of 1933 (without regard to any other requirements of Rule 144).

                     (b) Notwithstanding the foregoing, the Principal
Stockholder may Transfer any Shares, Options or Warrants, or any right, title or
interest therein or thereto, to any of its subsidiaries or controlled
affiliates; PROVIDED that, prior to such Transfer, any transferee thereof shall
execute and deliver an agreement by which it shall become a party to and be
bound by the applicable terms and provisions of this Agreement, in form and
substance reasonably satisfactory to Parent.

                     (c) Notwithstanding the foregoing, if Parent permits any
stockholder that is a party to an agreement containing restrictions on transfer
of the type contained herein (the "TRANSFERRING STOCKHOLDER") to Transfer any
Shares, Warrants or options to purchase Company Common Stock (the "OPTIONS")
after the date hereof and prior to the termination of the Merger Agreement,
which Transfer would otherwise be prohibited by such agreement, then Parent
shall permit the Principal Stockholder, upon its request, to Transfer a number
of Shares or Warrants equal to the product of (i) the number of Shares, Warrants
or Options Transferred by the Transferring Stockholder divided by the number of
Shares, Warrants or Options owned by the Transferring Stockholder as of the date
of such Transfer, and (ii) the number of Shares or Warrants owned by the
Principal Stockholder as of the date of such Transfer, in each case, treating
all Options and Warrants as Shares on an as-converted basis (without giving
effect to any restrictions or limitations on the exercise of such Option or
Warrant).






<PAGE>



                                                                              5



         Section 3.3 EXERCISE RESTRICTION. The Principal Stockholder hereby
agrees not to exercise any of its Warrants from the date of this Agreement until
the earlier of (i) termination of this Agreement or (ii) consummation of the
Merger; PROVIDED that the Principal Stockholder may exercise its Warrants if it
immediately sells the Shares received pursuant to such exercise in a transaction
that complies with Section 3.2(a) hereof.



                                    ARTICLE 4

                         REPRESENTATIONS AND WARRANTIES
                            OF PARENT AND THE COMPANY

         Each of Parent and the Company (on its own behalf and not on behalf of
the other party) hereby represent and warrant to Principal Stockholder as
follows:

         Section 4.1 AUTHORITY RELATIVE TO THIS AGREEMENT. Each of Parent and
the Company has full right, power and authority to enter into and perform this
Agreement and this Agreement has been duly authorized, executed and delivered by
each of Parent and the Company and is a valid and binding agreement of each of
Parent and the Company and enforceable against each of Parent and the Company in
accordance with its terms.

         Section 4.2 NO CONFLICT. (a) The execution and delivery of this
Agreement by each of Parent and the Company do not, and the performance of this
Agreement by each of Parent and the Company will not, conflict with or violate
any law, rule, regulation, order, judgment or decree applicable to Parent or the
Company, as applicable.

         (b) The execution and delivery of this Agreement by each of Parent and
the Company do not, and the performance of this Agreement by each of Parent and
the Company will not, require any consent, approval, authorization or permit of,
or filing with or notification to, any court or arbitrator or any governmental
body, agency or official except for applicable requirements, if any, of the
Securities Exchange Act of 1934, as amended, and except where the failure to
obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, would not prevent or delay the performance by Parent
or the Company, as applicable, of its obligations under this Agreement.

         Section 4.3 OTHER AGREEMENTS. Concurrently with the execution hereof,
Parent and the Company are entering into separate waiver agreements with Intel
Corporation, Marshall Capital Management, Inc. and Winfield Capital Corp.
(collectively, the "OTHER PURCHASERS") waiving certain provisions of agreements
between such parties and the Company similar to the waivers contained in
Schedule 2. Such waivers are not materially more favorable to such other parties
than the waivers applicable to the Principal Stockholder hereunder.




<PAGE>



                                                                              6



Following the date hereof, neither Parent nor the Company shall enter into an
agreement (or amend an existing agreement) relating to the Warrants, this
Agreement and the Company Agreements each as between the Company and/or the
Parent and the Other Purchasers that is more favorable to the other party (when
taken as a whole) than those applicable to the Principal Stockholder hereunder,
unless Parent and the Company also offer such more favorable terms to the
Principal Stockholder.


                                    ARTICLE 5

                                  MISCELLANEOUS

         Section 5.1 TERMINATION. This Agreement shall terminate upon the
earlier of: (i) the consummation of the Merger; (ii) February 15, 2000, if the
Merger Agreement is not executed prior to such date; (iii) July 31, 2000, if the
Merger is not consummated prior to such date; (c) the amendment of the Merger
Agreement in a manner materially adverse to the Principal Stockholder; (d) the
material breach by any party of its obligations under the Merger Agreement with
such breach having a material adverse effect on the Principal Stockholder; or
(e) the termination of the Merger Agreement pursuant to its terms prior to the
consummation of the Merger; PROVIDED that (x) the representations and warranties
contained herein shall survive the termination hereof and (y) subject to Section
1.5, Section 1.2 hereof shall survive consummation of the Merger; PROVIDED,
FURTHER, that the agreements of the Company and Parent set forth in Schedule 2
and 4 hereof, respectively, relating to the extension of the Warrants and
cashless exercise shall survive the termination hereof or consummation of the
Merger as the case may be.

         Section 5.2 SPECIFIC PERFORMANCE. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with the terms hereof and that the
parties shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or in equity.

         Section 5.3 DEFINITIONS. Unless otherwise defined herein, all
capitalized terms shall have the definitions assigned to such terms in the
Merger Agreement.

         Section 5.4 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among Parent, the Company and the Principal Stockholder with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof.

         Section 5.5 AMENDMENT. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.






<PAGE>



                                                                              7



         Section 5.6 SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule or law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of this Agreement is not affected in any manner materially adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible to the fullest extent permitted by applicable law
in a mutually acceptable manner in order that the terms of this Agreement remain
as originally contemplated.

         Section 5.7 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York regardless of
the laws that might otherwise govern under applicable principles of conflicts of
law.

         Section 5.8 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.





<PAGE>



                                                                              8




         IN WITNESS WHEREOF, Parent and the Principal Stockholder have caused
this Agreement to be duly executed as of the date first above written.


                                             USANi SUB LLC


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

                                             CASTLE CREEK TECHNOLOGY
                                               PARTNERS, LLC


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

                                             STYLECLICK.COM INC.


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








<PAGE>


                                                                      SCHEDULE 1



<TABLE>
<CAPTION>
          Number of Shares
         owned beneficially                          Number of
           or of record(1)                        Warrants Owned
           --------------                         --------------
<S>                                                  <C>
              89,718                                 538,674
</TABLE>



--------

         (1) Other than Shares issuable upon exercise of Warrants, which are
listed in the next column.
<PAGE>

                                                                      Schedule 2

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
    Name of Principal                                Provision
       Stockholder           Name of Agreement        Waived        Description of Provision*        Modification of Provision
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>              <C>                            <C>
Castle Creek              Securities Purchase      ss.IV(3)         Company covenants to           N/A,2/ except that (i) the
Technology Partners,      Agreement, dated as                       maintain its status as an      Company will maintain its
LLC ("Castle              of April 7, 1999,                         issuer required to file        status as an issuer required to
Creek")                   among Castle Creek,                       reports under the              file reports under the Exchange
                          the Company and the                       Exchange Act.                  Act until consummation of the
                          other investors named                                                    Merger and (ii) Parent will
                          therein                                                                  cause Newco to maintain its
                                                                                                   status as an issuer required to
                                                                                                   file reports under the Exchange
                                                                                                   Act from consummation of the
                                                                                                   Merger until termination of the
                                                                                                   Warrants; provided that, this
                                                                                                   provision, as so modified by
                                                                                                   clause (ii), shall not prohibit
                                                                                                   Newco from consummating a
                                                                                                   merger or other "going private"
                                                                                                   transaction.
------------------------------------------------------------------------------------------------------------------------------------
                                                   ss.IV(5)         Prohibition on certain         N/A, except that this provision
                                                                    below-market issuances of      will continue to apply to
                                                                    equity, equity-like or         issuances by the Company prior
                                                                    equity-linked securities.      to Closing of the Merger other
                                                                                                   than issuances contemplated by
                                                                                                   the Merger Agreement or the
                                                                                                   Credit Agreement.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

--------
2/    "N/A" means the provision shall have no further force or effect and any
      and all claims arising under such provision (whether before or after the
      date of this Waiver Agreement) are hereby expressly waived, subject in
      each case to the provisions of Section 1.2 and Section 1.4 of this Waiver
      Agreement.

*     Description may not be complete. Entire provision is incorporated herein
      by reference.

<PAGE>
                                                                               2


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
    Name of Principal                                Provision
       Stockholder           Name of Agreement        Waived        Description of Provision*        Modification of Provision
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>              <C>                            <C>
                                                   ss.IV(6)         Prohibition on issuance or     N/A, except that this provision
                                                                    transfer of any debt or        will continue to apply to
                                                                    security of the Company's      issuances or transfers prior to
                                                                    subsidiaries.                  Closing of the Merger.
------------------------------------------------------------------------------------------------------------------------------------
                                                   ss.IV(10)        Company agrees to              N/A, except that (i) the
                                                                    maintain listing on            Company will maintain its
                                                                    NASDAQ or other                listing or authorization for
                                                                    exchange until certain date    trading on NASDAQ until
                                                                    and to pay penalties for       consummation of the Merger
                                                                    days not listed.               and (ii) Parent will cause
                                                                                                   Newco to maintain its listing or
                                                                                                   authorization for trading on
                                                                                                   NASDAQ or other exchange
                                                                                                   from consummation of the
                                                                                                   Merger until termination of the
                                                                                                   Warrants; provided that, this
                                                                                                   provision, as so modified by
                                                                                                   clause (ii), shall not prohibit
                                                                                                   Newco from consummating a
                                                                                                   merger or other "going private"
                                                                                                   transaction.

                                                                    Put right if not listed for
                                                                    more than 30 days in any       N/A.  See Schedule 4.
                                                                    12-month period.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     Description may not be complete. Entire provision is incorporated herein
      by reference.

<PAGE>
                                                                               3


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
    Name of Principal                                Provision
       Stockholder           Name of Agreement        Waived        Description of Provision*        Modification of Provision
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>              <C>                            <C>
                                                   ss.V(1)          Company agrees to              N/A, except that this provision
                                                                    remove legend on shares,       will continue to apply to the
                                                                    warrants and shares            Company prior to Closing of
                                                                    underlying such warrants       the Merger.  Following Closing
                                                                    that are issued pursuant to    of the Merger, Parent will
                                                                    these agreements.              cause Newco to remove such
                                                                                                   legends only upon Newco's
                                                                                                   receipt of customary and
                                                                                                   reasonable documentation from
                                                                                                   the holder that the relevant
                                                                                                   security is registered or able to
                                                                                                   be sold without registration.
------------------------------------------------------------------------------------------------------------------------------------
                                                   ss.(V)(3)        Company agrees to pay          N/A, except that this provision
                                                                    penalty upon failure to        will continue to apply to the
                                                                    remove legend (as              Company prior to Closing of
                                                                    described above).              the Merger.  Following Closing
                                                                                                   of the Merger, if the failure to
                                                                                                   remove the legend results from
                                                                                                   Newco acting in a willful and
                                                                                                   capricious manner, Newco will
                                                                                                   pay penalty equal to 1/10 of
                                                                                                   1% of the fair market value of
                                                                                                   the Common Stock and
                                                                                                   Common Stock underlying the
                                                                                                   Warrants then held by Castle
                                                                                                   Creek for every day that such
                                                                                                   failure continues beginning on
                                                                                                   the 10th day following such
                                                                                                   failure.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     Description may not be complete. Entire provision is incorporated herein
      by reference.

<PAGE>
                                                                               4


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
    Name of Principal                                Provision
       Stockholder           Name of Agreement        Waived        Description of Provision*        Modification of Provision
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>              <C>                            <C>
                                                   ss.VIII(10)      Indemnification                Provision waived only with
                                                                    provisions.                    respect to claims for
                                                                                                   indemnification known to Castle
                                                                                                   Creek on or prior to the date of
                                                                                                   the Merger Agreement.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     Description may not be complete. Entire provision is incorporated herein
      by reference.

<PAGE>
                                                                               5


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
    Name of Principal                                Provision
       Stockholder           Name of Agreement        Waived        Description of Provision*        Modification of Provision
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>              <C>                            <C>
Castle Creek              Each of the warrants,                     Exercise price of the          If, at any time following the
                          dated April 7, 1999,                      warrants.                      consummation of the Merger
                          issued by the                                                            and prior to 4/7/2001, Castle
                          Company to Castle                                                        Creek desires in good faith to
                          Creek                                                                    sell shares of Newco Common
                                                                                                   Stock issuable upon exercise of
                                                                                                   the warrants, and, at such time
                                                                                                   a registration statement
                                                                                                   permitting the sale of such
                                                                                                   shares is not effective, Castle
                                                                                                   Creek may request Newco to
                                                                                                   effect a demand registration of
                                                                                                   such shares and, if a
                                                                                                   registration statement is not
                                                                                                   effective within 30 days of such
                                                                                                   demand, and Castle Creek
                                                                                                   exercises its warrants within
                                                                                                   five days following such 30 day
                                                                                                   period, and commits to sell the
                                                                                                   underlying shares into the
                                                                                                   market pursuant to Rule 144 as
                                                                                                   soon as reasonably practicable
                                                                                                   following such exercise, the
                                                                                                   exercise price of the warrants
                                                                                                   so exercised shall be reduced
                                                                                                   by $1.00 per underlying share.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     Description may not be complete. Entire provision is incorporated herein
      by reference.

<PAGE>
                                                                               6


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
    Name of Principal                                Provision
       Stockholder           Name of Agreement        Waived        Description of Provision*        Modification of Provision
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>              <C>                            <C>
                                                   ss.3(c)          Company agrees to              N/A, except that (i) the
                                                                    maintain listing on            Company will maintain its
                                                                    NASDAQ or other                listing or authorization for
                                                                    exchange until certain date    trading on NASDAQ until
                                                                    and to pay penalties for       consummation of the Merger
                                                                    every day not listed.          and (ii) Parent will cause
                                                                                                   Newco to maintain its listing or
                                                                                                   authorization for trading on
                                                                                                   NASDAQ or other exchange
                                                                                                   from consummation of the
                                                                                                   Merger until termination of the
                                                                                                   Warrants; provided that, this
                                                                                                   provision, as so modified by
                                                                                                   clause (ii), shall not prohibit
                                                                                                   Newco from consummating a
                                                                                                   merger or other "going private"
                                                                                                   transaction.

                                                                    Put right if not listed for
                                                                    more than 30 days in any       N/A
                                                                    12-month period.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     Description may not be complete. Entire provision is incorporated herein
      by reference.

<PAGE>
                                                                               7


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
    Name of Principal                                Provision
       Stockholder           Name of Agreement        Waived        Description of Provision*        Modification of Provision
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>              <C>                            <C>
                                                   ss.4(a)          Anti-dilution adjustment to    Provision waived with respect
                                                                    exercise price and number      to any of the following
                                                                    of shares upon below-          transactions to the extent that
                                                                    market issuances.              such transaction would
                                                                                                   otherwise require an adjustment
                                                                                                   under Section 4(a):  (i) any
                                                                                                   issuance (or deemed issuance)
                                                                                                   of securities contemplated by
                                                                                                   the Merger Agreement or the
                                                                                                   Credit Agreement; or (ii) any
                                                                                                   issuance (or deemed issuance)
                                                                                                   of securities by Newco as
                                                                                                   consideration in an acquisition
                                                                                                   of or from a third party or in
                                                                                                   connection with a merger with
                                                                                                   a third party anytime after the
                                                                                                   Effective Time of the Merger;
                                                                                                   provided that, with respect to
                                                                                                   clause (ii), the principal
                                                                                                   purpose of such transaction is
                                                                                                   not to raise capital, and such
                                                                                                   third party is not a controlled
                                                                                                   affiliate of Newco or such
                                                                                                   transaction (a) has been
                                                                                                   approved by a special
                                                                                                   committee of the Board of
                                                                                                   Directors comprised solely of
                                                                                                   independent directors and
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     Description may not be complete. Entire provision is incorporated herein
      by reference.

<PAGE>
                                                                               8


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
    Name of Principal                                Provision
       Stockholder           Name of Agreement        Waived        Description of Provision*        Modification of Provision
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>              <C>                            <C>
                                                                                                   such special committee has
                                                                                                   recommended that the
                                                                                                   stockholders of Newco vote in
                                                                                                   favor thereof and (b) Newco
                                                                                                   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
                                                                                                   stockholder that, together with
                                                                                                   its affiliates, beneficially owns
                                                                                                   equity securities representing
                                                                                                   more than 50% of the combined
                                                                                                   voting power of all outstanding
                                                                                                   equity securities of Newco
                                                                                                   ordinarily entitled to vote in
                                                                                                   the election of directors) from a
                                                                                                   financial point of view.
------------------------------------------------------------------------------------------------------------------------------------
                                                   ss.4(e)(b)(ii)   Right to receive 125% of       N/A
                                                                    Black-Scholes Amount
                                                                    upon a Major Transaction
                                                                    (as defined in each
                                                                    warrant).
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     Description may not be complete. Entire provision is incorporated herein
      by reference.

<PAGE>
                                                                               9


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
    Name of Principal                                Provision
       Stockholder           Name of Agreement        Waived        Description of Provision*        Modification of Provision
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>              <C>                            <C>
                                                   ss.4(l)          Adjustment to exercise
                                                                    price and number of
                                                                    shares upon certain
                                                                    dispositions of the
                                                                    Company Common Stock
                                                                    by Vecchione.
------------------------------------------------------------------------------------------------------------------------------------
Castle Creek              Each of the warrants,    ss.2             Period of Exercise             The Exercise Period of the
                          dated April 7, 1999                                                      warrants shall be extended to
                          issued by the                                                            4/7/2002.
                          Company to Castle
                          Creek and terminating
                          on April 7, 2000 and
                          July 7, 2000.
------------------------------------------------------------------------------------------------------------------------------------
Castle Creek              Registration Rights      ss.2.1(d)        Put right if sales of all      N/A.  See Schedule 4.
                          Agreement, dated as                       Registrable Securities
                          of April 7, 1999,                         cannot be made pursuant
                          among the Castle                          to the registration
                          Creek, the Company                        statement for more than 30
                          and the other investors                   days in any 12-month
                          named therein                             period.
------------------------------------------------------------------------------------------------------------------------------------
                                                   ss.2.3           Penalty for each day on        N/A.  See Schedule 4.
                                                                    which sales of Registrable
                                                                    Securities cannot be made
                                                                    pursuant to the registration
                                                                    statement.
------------------------------------------------------------------------------------------------------------------------------------
                                                   ss.3.1           Company covenants to           N/A.  See Schedule 4.
                                                                    maintain effectiveness of
                                                                    registration statement for
                                                                    certain period of time.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     Description may not be complete. Entire provision is incorporated herein
      by reference.

<PAGE>
                                                                              10


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
    Name of Principal                                Provision
       Stockholder           Name of Agreement        Waived        Description of Provision*        Modification of Provision
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>              <C>                            <C>
                                                   ss.3.13          Company agrees to              N/A, except that (i) the
                                                                    maintain listing on            Company will maintain its
                                                                    NASDAQ or other                listing or authorization for
                                                                    exchange.                      trading on NASDAQ until
                                                                                                   consummation of the Merger
                                                                                                   and (ii) Parent will cause
                                                                                                   Newco to maintain its listing or
                                                                                                   authorization for trading on
                                                                                                   NASDAQ or other exchange
                                                                                                   from consummation of the
                                                                                                   Merger until termination of the
                                                                                                   Warrants; provided that, this
                                                                                                   provision, as so modified by
                                                                                                   clause (ii), shall not prohibit
                                                                                                   Newco from consummating a
                                                                                                   merger or other "going private"
                                                                                                   transaction.
------------------------------------------------------------------------------------------------------------------------------------
                                                   ss.3.19          Company covenants not to       N/A.  See Schedule 4.
                                                                    grant certain registration
                                                                    rights to certain other
                                                                    equityholders
------------------------------------------------------------------------------------------------------------------------------------
                                                   ss.3.15          Company agrees to              N/A.  See Schedule 4.
                                                                    provide opinion of counsel
                                                                    within two days following
                                                                    effectiveness of
                                                                    registration statement filed
                                                                    pursuant to these
                                                                    agreements.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     Description may not be complete. Entire provision is incorporated herein
      by reference.

<PAGE>
                                                                              11


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
    Name of Principal                                Provision
       Stockholder           Name of Agreement        Waived        Description of Provision*        Modification of Provision
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                      <C>              <C>                            <C>
                                                   ss.6             Indemnification                Provision waived only with
                                                                    provisions.                    respect to claims for
                                                                                                   indemnification known to the
                                                                                                   Castle Creek on or prior to the
                                                                                                   date of the Merger Agreement.
------------------------------------------------------------------------------------------------------------------------------------
                                                   ss.8             Company covenants to           N/A, except that (i) the
                                                                    maintain its status as an      Company will maintain its
                                                                    issuer required to file        status as an issuer required to
                                                                    reports under the              file reports under the Exchange
                                                                    Exchange Act.                  Act until consummation of the
                                                                                                   Merger and (ii) Parent will
                                                                                                   cause Newco to maintain its
                                                                                                   status as an issuer required to
                                                                                                   file reports under the Exchange
                                                                                                   Act from consummation of the
                                                                                                   Merger until termination of the
                                                                                                   Warrants; provided that, this
                                                                                                   provision, as so modified by
                                                                                                   clause (ii), shall not prohibit
                                                                                                   Newco from consummating a
                                                                                                   merger or other "going private"
                                                                                                   transaction.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     Description may not be complete. Entire provision is incorporated herein
      by reference.
<PAGE>

                                                                      SCHEDULE 3

                                     LIENS
                                     -----

None

<PAGE>


                                                                              13



                                                                      SCHEDULE 4

                               REGISTRATION RIGHTS

         Immediately upon effectiveness of Newco's S-4 until consummation of the
Merger, the Company will take all reasonable action to reinstate the
effectiveness of the S-3 registration statement pursuant to which the
warrantholder's Shares are registered until the Closing.

         Immediately following consummation of the Merger, Newco will provide
the existing outside warrantholders of the Company, including the Principal
Stockholder and any of its permitted assignees (collectively, the
"WARRANTHOLDERS"), with a total of six demand registrations and piggyback
registration rights; PROVIDED that the Principal Stockholder shall be entitled
to at least two such demands. Newco will use its best efforts to keep each such
registration in effect for the earlier of (i) 90 days following the effective
time of such registration statement and (ii) the time when all shares subject to
such registration statement have been sold (the "EFFECTIVENESS PERIOD"). No
demand may be made within 90 days following the Effectiveness Period.

         Demand registrations are subject to suspensions at any time for periods
not to exceed 90 days (which right Newco may not exercise more than twice in any
12-month period) if such registration would interfere with any financing,
acquisition or other material transaction involving Newco or any of its
affiliates or would otherwise require disclosure of material non-public
information which Newco reasonably believes would be harmful to disclose at such
time. The terms of the Warrants held by the Warrantholders shall be extended for
(a) the period of time between signing of the Merger Agreement and the
effectiveness of the registration statement on Form S-4 relating to the Merger
and (b) following effectiveness of such registration statement, the aggregate
periods of time for which all such suspensions are in effect and (without
duplication) for which an effective registration statement is not effective
following a demand therefor and for such periods of time when the Warrantholder
is not permitted to make a demand for registration.

         Newco will not be required to register shares following a demand unless
at least 250,000 shares (as adjusted for stock splits and stock combinations)
or, if lower, a number of shares equal to the number of shares then beneficially
owned by the Warrantholders requesting such demand (not below 100,000 shares)
are included in such registration statement.

         Newco will use its best efforts to cause registered shares to be
qualified for sale under all applicable blue sky laws unless such qualification
would require Newco to qualify to do business in any state or if it would
subject Newco to additional taxation.

         Registration rights obligations with respect to the Shares will end
upon the earlier of (i) the date on which all of the Shares have been sold and
(ii) the date on which all of the Shares (in the reasonable opinion of counsel
to the Warrantholder) may be immediately sold to the public pursuant to
Rule 144(k). On or following April 7, 2000, the Company will permit




<PAGE>


                                                                              14
cashless exercise of the Warrants upon request of any Warrantholders if,
at such time, the S-3 registration statement pursuant to which such
Warrantholder's Shares are registered would not permit the sale of such
Shares or if no such registration statement is then effective. Following
consummation of the Merger, Newco will agree to permit cashless exercise of
warrants upon request of any Warrantholders.

         All expenses incurred in connection with a registration (other than (i)
fees and disbursements of counsel to the selling stockholder and (ii)
underwriting discounts and commissions, if any) shall be borne by Newco.

         The registration rights set forth herein are subject to the condition
that the selling stockholder shall provide Newco with such information with
respect to shares of common stock to be registered, the plans for the proposed
distribution thereof and such other information as, in the reasonable opinion of
Newco is necessary to enable Newco to include in such registration statement all
material facts required to be disclosed with respect to such offering.

<PAGE>

                                                                     Schedule to
                                                                    Exhibit 10.4

         Other Old Styleclick investors executed waiver agreements
substantially similar to the foregoing, except that the following investors
hold the amounts of Old Styleclick securities listed below:

Marshall Capital Management, Inc. -- warrants to purchase 269,337 shares of
                                     Old Styleclick common stock

Winfield Capital Corp. -- 47,000 shares of Old Styleclick common stock and
                          warrants to purchase 55,616 shares of Old Styleclick
                          common stock

ING Barings LLC -- warrants to purchase 7,768 shares of Old Styleclick common
                   stock

PaineWebber Incorporated -- warrants to purchase 7,768 shares of Old Styleclick
                            common stock