<PAGE>
                                                                    EXHIBIT 10.2

                               LICENSE AGREEMENT

    LICENSE AGREEMENT (the "AGREEMENT"), dated as of [            ], 2000, by
and among [NEWCO], a Delaware corporation ("NEWCO"), Styleclick.com Inc., a
California corporation ("STYLECLICK"), Internet Shopping Network LLC, a Delaware
limited liability company ("ISN"), and USA Networks, Inc., a Delaware
corporation ("USA").

    WHEREAS, Styleclick and USANi Sub LLC, a Delaware limited liability company
and an Affiliate of ISN ("PARENT"), have entered into an Agreement and Plan of
Merger, dated as of January 24, 2000 (the "MERGER AGREEMENT"), which provides
for, among other things, the merger (the "MERGER") of Styleclick with a
subsidiary of Newco and the concurrent contribution by Parent to Newco of all of
the outstanding limited liability interests of ISN;

    WHEREAS, Newco, Styleclick, ISN and their respective controlled Affiliates
as they exist from time to time (each, a "LICENSOR" and collectively, the
"LICENSORS") have developed and will develop technologies that enable enhanced
shopping for and selling of merchandise on the Internet;

    WHEREAS, USA (together with its Affiliates, other than the Licensors, as
they exist from time to time, collectively the "LICENSEE") desires to use such
technologies in the ongoing business activities of Licensee; and

    WHEREAS, the execution and delivery of this Agreement is a condition to
Closing under, and as defined in, the Merger Agreement.

    NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

    1.  DEFINITIONS.  Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings ascribed thereto in the Merger
Agreement.

        1.1  "LICENSED TECHNOLOGY"  means all proprietary technology owned or
    developed (whether before or after the date hereof) by any of the Licensors
    at any stage of development, including any software, patents, patent
    applications, techniques, methods or other know-how, whether patentable or
    not.

        1.2  "ENHANCED TECHNOLOGY"  means (a) any Licensed Technology that is an
    improvement, enhancement or add-on to any technology owned or developed
    (whether before or after the date hereof) by a Third Party (such Licensed
    Technology being referred to as the "OWNED ENHANCED TECHNOLOGY") and
    (b) the technology so owned or developed by such Third Party (the "THIRD
    PARTY TECHNOLOGY") to the extent of any Licensor's rights and interests
    therein or in respect thereof (the "THIRD PARTY LICENSE").

        1.3  "CONFIDENTIAL INFORMATION"  shall mean all non-public information
    of a party and its Affiliates including, without limitation, information
    relating to such party's technology, business strategy (either as then being
    conducted or proposed to be conducted), know-how, marketing, suppliers,
    customers, sources of materials, finances, accounting, business
    relationships, employees, and trade secrets. Confidential Information shall
    not include (i) any information that enters the public domain through no
    fault of a party bound hereby, (ii) any information that is made available
    to a party from a source other than the other party that is not bound by a
    confidentiality agreement with the Company, or (iii) any information that is
    developed by a party independently.

        1.4  "INTELLECTUAL PROPERTY"  means all of the following as they exist
    in all jurisdictions throughout the world: (i) patents, patent applications
    and other patent rights; (ii) trademarks,

                                       1
<PAGE>
    service marks, trade dress, Internet domain names, designs, whether
    registered or unregistered; (iii) copyrights, including all source code,
    object code and documentation related thereto; (iv) concepts, ideas,
    designs, research, processes, procedures, techniques, methods, know-how,
    data, mask works, discoveries, inventions (whether or not patentable), and
    other proprietary rights.

    2.  LICENSE TERMS

        2.1  The Licensors hereby grant Licensee a perpetual, non-exclusive,
    worldwide right to use the Licensed Technology in any field of use.

        2.2  The Licensors further grant Licensee the right to sublicense the
    rights granted to Licensee hereunder solely as needed for Licensee to
    license, sell, or distribute any bona fide products or services offered from
    time to time by Licensee that may incorporate the Licensed Technology;
    PROVIDED that no such sublicense shall be made if the portion of such
    product or service being offered by Licensee that is not comprised of the
    Licensed Technology is immaterial to such product or services offered.

        2.3  The Licensors further grant Licensee the right to prepare
    derivative works based upon, make copies of and/or distribute any software
    that embodies the Licensed Technology solely to the extent necessary for
    Licensee to exercise all of its rights granted by paragraphs 2.1 and 2.2 of
    this section.

        2.4  Any rights not expressly granted hereunder are reserved by
    Licensors.

        2.5  If and when Licensee seeks to use an Enhanced Technology, each
    Licensor shall use its best efforts to obtain the right to sublicense that
    component of the Enhanced Technology that is Third Party Technology under
    the same terms and conditions as the Third Party License in respect of such
    Third Party Technology and to sublicense such rights to the Third Party
    Technology to (and permit the sublicense by) Licensee on the same terms as
    the Third Party License. Notwithstanding anything to the contrary herein, in
    the event that a Third Party License requires the payment of any non-cash
    consideration by a Licensor, such requirement shall not apply to the
    sublicense of such Third Party Technology to or by Licensee hereunder.

    3.  ROYALTY FEES.

        3.1  FIRST TIME LICENSING FEES.  The royalty fees payable for the use of
    any Licensed Technology that, as of the time Licensee begins to use such
    Licensed Technology, no Licensor has licensed to a Third Party, shall be
    determined by the parties hereto based on a good faith mutually satisfactory
    determination of the fair market value of Licensee's rights hereunder in
    respect of such Licensed Technology, taking into account all attendant
    circumstances that may affect such determination including, without
    limitation, (i) the breadth of the intended field of usage, (ii) the
    expected volume of usage and (iii) the expected term of usage (as so
    determined, the "FAIR MARKET VALUE"). The royalty fee so determined shall
    remain in effect for the duration of the term of this Agreement or until
    such earlier time as any Licensor executes a license granting use of such
    Licensed Technology to a Third Party, in which case Section 3.2 shall govern
    the royalties payable by Licensee for the rights granted hereunder in
    respect of such Licensed Technology.

        3.2  FEES FOR OTHERWISE LICENSED TECHNOLOGY.  The royalty fees payable
    for the use of any Licensed Technology (including any Enhanced Technology)
    that, as of the time Licensee begins to use such Licensed Technology, a
    Licensor has licensed to a Third Party, shall be the lowest fee payable by
    any Third Party for a comparable license with respect to such Licensed
    Technology and shall be on terms no less favorable than the terms granted to
    such Third Party; PROVIDED that in no event shall such royalty fees exceed
    the Fair Market Value (determined in accordance with Section 3.1) of
    Licensee's rights hereunder in respect of such Licensed Technology. To the
    extent that any consideration to be paid by such Third Party is other than
    in the form of cash, Licensee shall

                                       2
<PAGE>
    have the right to pay such consideration in cash in an amount equal to the
    fair market value of such non-cash consideration as reasonably determined by
    the parties hereto.

        3.3  FIRST TIME ENHANCED TECHNOLOGY SUBLICENSE.  Without duplication,
    the royalty fees payable for use of any Enhanced Technology that, as of the
    time Licensee has begun to use such Licensed Technology, no Licensor has
    licensed to a Third Party, shall be the sum of (i) the royalties payable
    under Section 3.1 in respect of the Owned Enhanced Technology plus (ii) the
    royalty fee for use of the Third Party Technology provided under the terms
    of the Third Party License in respect of such Third Party Technology. In the
    event that a Third Party License requires consideration from any License in
    the form of equity, barter of services or some other non-cash consideration,
    such requirement shall not apply to Licensee.

    4.  OWNERSHIP OF INTELLECTUAL PROPERTY.  Each party hereby covenants and
agrees that as between the parties, the Intellectual Property of the other party
are and shall remain the sole and exclusive property of that party and neither
party shall hold itself out as having any ownership rights with respect thereto.

    5.  USA SERVICES TO NEWCO.  For so long as Newco is a controlled Affiliate
of USA, USA shall offer to provide to Newco the business services described on
Schedule A attached hereto; PROVIDED that such services are available from USA
or any of its controlled affiliates to third parties and only so long as USA has
the existing capacity to provide such services. Such services shall be provided
on terms and conditions that are determined through good faith negotiations
between USA and Newco; PROVIDED that, if such services are provided by USA to a
Third Party, then such terms and conditions shall be at least as favorable to
Newco as those offered by USA to such Third Party for comparable services.

    6.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS.  Each party hereto
represents and warrants to each other party hereto that (i) it has the right and
power to enter into and fully perform this Agreement and to make the commitments
it makes herein and to perform fully its obligations hereunder; (ii) it has
obtained all necessary licenses, permissions and consents required to license
Licensee to use and/or distribute the Licensed Technology or the Enhanced
Technology in accordance with the terms of this Agreement or as otherwise
necessary in connection with any of the transactions contemplated hereby.

    7.  INDEMNIFICATION.  Each Licensor at its own expense, will indemnify,
defend and hold harmless USA and its Affiliates (other than Newco or any of its
subsidiaries) and their respective employees, officers, directors,
representatives and agents (each such party an "USA PARTY"), from and against
any and all claims, damages, liabilities, costs and expenses (including legal
expenses and reasonable counsel fees) brought against an USA Party arising from
a claim that any Licensed Technology, offered or provided by any Licensor for
use and/or distribution by Licensee infringes in any manner any copyright,
patent, trademark, trade secret or any other intellectual property right of any
third party, or that violates any law or regulation, or that otherwise violates
any rights of any person or entity, including, without limitation, rights of
publicity, privacy or personality, or has otherwise resulted in any consumer
fraud, product liability, tort, breach of contract, injury, damage or harm of
any kind to any third party; PROVIDED, HOWEVER, that in any such case: (i) USA
shall provide Newco with prompt notice of any such claim and (ii) USA shall
permit Newco to assume and control the defense of such action upon Newco's
written notice to Licensee of its intention to so indemnify, so long as Newco
does not enter into any settlement or compromise of any such claim which would
result in any liability to USA or its Affiliates without USA's prior written
consent. Newco will reimburse each USA Party and/or each of their respective
licensees on demand for any payment made at any time after the date hereof in
respect of any liability or claim in respect of which an USA Party is entitled
to be indemnified hereunder.

    8.  NOTICES.  All notices and other communications hereunder shall be in
writing and shall be deemed given when delivered personally, upon a receipt of a
transmittal confirmation if sent by facsimile or like transmission, and on the
next Business Day when sent by Federal Express, Express Mail or

                                       3
<PAGE>
similar overnight courier service to the parties at the following addresses or
facsimile numbers (or at such other address or facsimile number for a party as
shall be specified by like notice):

    (i) If to Newco, to:

           [NEWCO]
           [____________]
           [            ]
           Attention: [            ]
           Facsimile: [            ]

    (ii) If to Styleclick, to:

           Styleclick.com Inc.
           [____________]
           [            ]
           Attention: [      ]
           Facsimile:

   (iii) If to ISN, to:

           Internet Shopping Network LLC
           [____________]
           [____________]
           Attention: [            ]
           Facsimile: [            ]

    (iv) If to Licensee, to:

           c/o USA Networks, Inc.
           [____________]
           [____________]
           Attention: [            ]
           Facsimile: [            ]

    9.  ASSIGNMENT.  Without the prior written approval of the other parties
hereto, no party hereto may assign its rights or obligations hereunder in whole
or in part to any Person; PROVIDED, that USA may assign any or all of its rights
and obligations hereunder to any of its controlled Affiliates. Any assignment in
violation of this Section 9 shall be null and void.

    10.  TERMINATION.

        10.1  TERMINATION.  USA or Newco may terminate this Agreement at any
    time in the event of (a) a material breach by a Licensor or USA,
    respectively, of any material term, representation or warranty which remains
    uncured for sixty (60) days following written notice of such breach
    delivered by the terminating party or (b) if Newco or USA, respectively,
    becomes or is declared insolvent or bankrupt, is the subject of any
    proceeding related to its liquidation or insolvency which is not dismissed
    within ninety (90) calendar days or makes an assignment for the benefit of
    creditors.

    Notwithstanding any termination of this Agreement, this Section 10 and
Sections 4, 7, 8, 9, 11, 12 and 13 shall remain in full force and effect.

    11.  LIMITATION OF LIABILITY.  THE LICENSORS HAVE PROVIDED AND USA HAS
ACCEPTED THE LICENSED TECHNOLOGY AND THE ENHANCED TECHNOLOGY AS IS AND WITHOUT
ANY REPRESENTATION OR WARRANTY WHETHER EXPRESS OR IMPLIED.

                                       4
<PAGE>
    12.  CONFIDENTIALITY.  Each party covenants to the other party that it will
not, either directly or indirectly through any officer, director, employee,
agent or otherwise, disclose this Agreement, any provisions of this Agreement
(except to the extent such disclosure is required by law to be disclosed or this
Agreement becomes generally available to the public other than as a result of a
disclosure in violation of this Agreement) nor any Confidential Information of
the other party either in whole or in part, without the prior written consent of
the other party.

    13.  MISCELLANEOUS.

        13.1  This Agreement contains the entire understanding of the parties
    hereto relating to the subject matter hereof and cannot be changed or
    terminated except by an instrument signed by an officer of USA and an
    officer of Newco. A waiver by either party of any term or condition of this
    Agreement in any instance shall not be deemed or construed as a waiver of
    such term or condition for the future, or of any subsequent breach thereof.
    All remedies, rights, undertakings, obligations and agreements contained in
    this Agreement shall be cumulative and none of them shall be in limitation
    of any other remedy, right, undertaking, obligation or agreement of either
    party.

        13.2  Notwithstanding anything to the contrary herein, the parties
    hereto shall be deemed independent contractors and nothing herein shall be
    construed as establishing a joint venture or partnership.

        13.3  This Agreement shall be deemed entered into the State of New York,
    and the validity, interpretation and legal effect of this Agreement shall be
    governed by the laws of the State of New York applicable to contracts
    entered into and performed entirely within the State of New York, with
    respect to the determination of any claim, dispute or disagreement which may
    arise out of the interpretation, performance, or breach of this Agreement.

        13.4  The parties hereto are sophisticated and have had the opportunity
    to be represented by lawyers throughout the negotiation of this Agreement.
    As a consequence, the parties do not believe that the presumptions of any
    laws or rules relating to the interpretation of contracts against the
    drafter of any particular clause should be applied in this case and
    therefore waive their effects.

        13.5  This Agreement shall not become effective until executed by the
    parties hereto.

        13.6  This Agreement may be executed in one or more counterparts, each
    of which shall be deemed an original, and all of which, when taken together,
    shall constitute one and the same instrument.

                                       5
<PAGE>
ACCEPTED AND AGREED:

<TABLE>
<S>                                                    <C>  <C>
                                                       USA NETWORKS, INC.

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

                                                       INTERNET SHOPPING NETWORK LLC

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

                                                       [NEWCO]

                                                       BY:
                                                            -----------------------------------------
                                                            Title:

                                                       [NEWCO]

                                                       BY:
                                                            -----------------------------------------
                                                            Title:
</TABLE>

                                       6
<PAGE>
                                   SCHEDULE A

    - Fulfillment

    - Teleservices

    - Direct Selling Commercials

    - Database Marketing

    - Call Center Operations

    - Internet Customer Care

    - Any other services provided to third parties from time to time by USA's
      Electronic Commerce and Services Division or any successor thereof
      controlled by USA.

                                       7