VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS

Shares Outstanding and Entitled to Vote

        Voting rights are vested exclusively in holders of the Company's Class A Common Stock, par value $.01 per share, and Class B Common Stock, par value $.01 per share. As of the close of business on November 22, 2002, the record date, there were 8,923,853 shares of Class A Common Stock outstanding and 23,039,706 shares of Class B Common Stock outstanding. The rights of the holders of Class A Common Stock and Class B Common Stock are substantially identical, except with respect to voting, conversion and transfer. Except as otherwise required by applicable law, each share of Class A Common Stock entitles its holder to one vote and each share of Class B Common Stock entitles its holder to ten votes on all matters submitted to a vote or for the consent of stockholders. Except as otherwise required by applicable law, the Class A Common Stock and the Class B Common Stock vote together as a single class on all matters submitted to a vote or for the consent of stockholders. The presence of a majority of the voting power of the Company, either represented in person or by proxy at the meeting, is necessary to constitute a quorum for purposes of conducting business at the Annual Meeting. USA Interactive ("USA") holds securities representing approximately 97% of the eligible votes at the Annual Meeting. Thus, regardless of the vote of any other Styleclick stockholder, USA has control over the vote on each matter to be considered by stockholders at the Annual Meeting.

Vote Required

        Election of the director nominees to be elected at the Annual Meeting requires a plurality of the votes cast by the holders of the shares of Class A Common Stock and Class B Common Stock voting together as a single class for the eight directors to be elected at the Annual Meeting. Ratification of the appointment of Ernst & Young LLP as the Company's independent auditors require the affirmative

vote of a majority of the total number of votes cast by the holders of the shares of Class A Common Stock and Class B Common Stock voting together as a single class.

Abstentions and Broker Non-Votes

        Abstentions and broker non-votes are counted for purposes of determining the presence of a quorum for the transaction of business. With regard to the election of directors, votes may be cast in favor of or withheld; votes that are withheld will be excluded entirely from the vote and will have no effect. Abstentions may be specified on proposals other than the election of directors and will be counted as present for purposes of the item on which the abstention is noted. Therefore, such abstentions will have the effect of a negative vote. Under applicable Delaware law, broker non-votes are not counted for purposes of determining the votes cast on a proposal. To the Company's knowledge, no matters other than those described in this Proxy Statement will be presented at the meeting.

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STYLECLICK CLASS A COMMON STOCK

        The following table sets forth, as of October 31, 2002, certain information regarding the beneficial ownership of Styleclick's Class A Common Stock by: (1) each person or entity who is known by Styleclick to own beneficially 5% or more of its outstanding Class A Common Stock; (2) each of Styleclick's directors and director nominees; (3) each person who has served as the Company's Chief Executive Officer during fiscal year 2001 and each of the four other most highly compensated executive officers whose total annual salary and bonus exceeded $100,000 during fiscal year 2001 (collectively, the "Named Officers"); and (4) all of Styleclick's directors and executive officers as a group.

*

Less than 1% of the outstanding Class A Common Stock.

**

Less than 1% of the total voting power of the total voting power.

(1)

The address of Messrs. Ellen, Genachowski, Marriott and Rubin and Ms. Hawkins is: c/o USA Interactive 152 West 57 ^th Street, 42 ^nd Floor, New York, NY 10019. Except as otherwise indicated, the address of each of the other named individuals is: c/o Styleclick, 111 E. Wacker Drive, Chicago, IL 60601.

(2)

Pursuant to the Company's Certificate of Incorporation, shares of Class B Common Stock are convertible at any time into an equal number of shares of Class A Common Stock. The percentage of shares beneficially owned assumes the conversion of all shares of Class B Common Stock beneficially owned by the listed person, but not the conversion of Class B Common Stock owned by any other person. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Amounts shown in the above table and the following notes include shares issuable upon exercise of stock options

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and warrants to purchase shares of Class A Common Stock and Class B Common Stock which are exercisable within 60 days of October 31, 2002. To calculate percentage of total voting power, each share of Class B Common Stock is multiplied by 10 (the amount of votes to which each share is entitled under the Company's Certificate of Incorporation).

(3)

Consists of 23,039,706 shares of Class B Common Stock held by USA, warrants to purchase 12,907,260 shares of Class B Common Stock held by USA, and 114,007 shares of Class A Common Stock held by HSN GP, a subsidiary of USA.

(4)

Consists of 369,292 shares of Class A Common Stock held by Ms. Freedman as her separate property and with respect to which she does not share voting or investment power with her spouse, Lee Freedman, and 986,955 shares of Class A Common Stock held jointly by Ms. Freedman and Mr. Freedman.

(5)

Consists of 139,952 shares of Class A Common Stock held by Mr. Freedman as his separate property and with respect to which he does not share voting or investment power with his spouse, Joyce Freedman, and 986,955 shares of Class A Common Stock held jointly by Mr. Freedman and Ms. Freedman.

(6)

Consists of options to purchase 26,750 shares of Class A Common Stock.

(7)

Consists of options to purchase 3,750 shares of Class A Common Stock.

(8)

Consists of options to purchase 3,750 shares of Class A Common Stock.

(9)

Ms. Brown served as the Company's Chief Executive Officer and Chairman and as a Director until August 2002. She is no longer an officer or director of the Company.

(10)

Consists of options to purchase 231,250 shares of Class A Common Stock and 302,000 shares of Styleclick restricted stock subject to vesting.

(11)

Mr. Hall served as the Company's Chief Financial Officer until July 2001. He is no longer an officer of the Company.

(12)

Consists of options to purchase 187,500 shares of Class A Common Stock and 302,000 shares of Styleclick restricted stock subject to vesting.

(13)

Mr. Vecchione served as the Company's Chief Executive Officer and as a Director until March 2001. He is no longer either an officer or director of the Company.

(14)

See notes (6) through (8), (10) and (12).

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(1)

The address of Messrs. Ellen, Genachowski, Marriott and Rubin and Ms. Hawkins is: c/o USA Interactive, 152 West 57 ^th Street, 42 ^nd Floor, New York, NY 10019. Except as otherwise indicated, the address of each of the other named individuals is: c/o Styleclick, 111 E. Wacker Drive, Chicago, IL 60601.

(2)

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares of Class B common stock shown as beneficially owned by them. Amounts shown in the above table and the following notes include shares issuable upon exercise of stock options to purchase shares of Class B Common Stock which are exercisable within 60 days of October 31, 2002. Shares of Class B Common Stock can be converted at any time into an equal number of shares of Class A Common Stock.

(3)

Consists of 23,039,706 shares of Class B Common Stock held by USA and warrants to purchase 12,907,260 shares of Class B Common Stock held by USA.

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USA COMMON STOCK

        The following table sets forth, as of October 31, 2002, information relating to the beneficial ownership of the common stock of USA Interactive ("USA") by (1) each of Styleclick's directors and director nominees, (2) each of the Named Officers and (3) all of Styleclick's executive officers and directors as a group. For each listed person, the number of shares of USA common stock and percent of such common stock listed assumes the conversion of any shares of USA Class B common stock owned by such person, but does not assume the conversion of USA Class B common stock owned by any other person. Shares of USA Class B common stock may at the option of the holder be converted on a one-for-one basis into shares of USA common stock. Under the rules of the Securities and Exchange Commission, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be the beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which that person has no economic interest. For each listed person, the number of shares and percent of class listed includes shares of USA common stock that may be acquired by such person through the exercise of stock options that are or will be exercisable within 60 days of October 31, 2002.

        The percentage of votes for all classes of USA common stock is based on one vote for each share of USA common stock and ten votes for each share of USA Class B common stock.

*

Less than 1% of the outstanding USA common stock.

**

Less than 1% of the total voting power of the USA common stock and the Class B common stock of USA, par value $.01 per share.

(1)

The address of Messrs. Ellen, Genachowski, Marriott and Rubin and Ms. Hawkins is: c/o USA Interactive, 152 West 57 ^th Street, 42 ^nd Floor, New York, NY 10019. Except as otherwise indicated, the address of each of the other named individuals is: c/o Styleclick, 111 E. Wacker Drive, Chicago, IL 60601.

(2)

Consists of 1,000 shares of USA restricted stock and options to purchase 12,500 shares of USA common stock granted under USA's stock option plans.

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(3)

Consists of 1,000 shares of USA restricted stock and options to purchase 18,750 shares of USA common stock granted under USA's stock option plans.

(4)

Consists of 25,117 shares of USA common stock, 15,000 shares of USA restricted stock and options to purchase 296,665 shares of USA common stock granted under USA's stock option plans.

(5)

Consists of 190 shares of USA common stock, 2,000 shares of USA restricted stock and options to purchase 14,999 shares of USA common stock granted under USA's stock option plans.

(6)

Consists of 3,000 shares of USA restricted stock and options to purchase 105,000 shares of USA common stock granted under USA's stock option plans.

(7)

Consists of 6,420 shares of USA restricted stock and options to purchase 86,250 shares of USA common stock granted under USA's stock option plans.

(8)

Consists of 50 shares of USA common stock.

(9)

See Notes (2) through (6) and (8).

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(1)

The address of Messrs. Ellen, Genachowski, Marriott and Rubin and Ms. Hawkins is: c/o USA Interactive, 152 West 57 ^th Street, 42 ^nd Floor, New York, NY 10019. Except as otherwise indicated, the address of each of the other named individuals is: c/o Styleclick, 111 E. Wacker Drive, Chicago, IL 60601.

(2)

All or any portion of shares of USA Networks Class B common stock may be converted at any time into an equal number of shares of USA Networks common stock.

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(1)

Member of the Compensation Committee

(2)

Member of the Audit Committee

        Mr. Adler has served as a Chairman, Chief Executive Officer, Chief Financial Officer and a director of Styleclick since September 2002. Prior to that, Mr. Adler served as Chief Operating Officer, Chief Financial Officer and a director of Styleclick since May 2002 and as Acting Chief Financial Officer and Acting Chief Operation Officer of Styleclick since April 2002. Mr. Adler also serves as Vice President of Financial Analysis and Operational Reporting of USA, a position he has held since February 2002. Mr. Adler joined USA in May, 2001 as Senior Vice President, Finance and Administration, for its USA Information and Services Group and was promoted to his current position at USA in February 2002. Prior to joining USAIS, Mr. Adler held a number of positions, including Chief Financial Officer and General Counsel for SchoolSports, Inc. from September 1999 to April 2001 and Vice President and General Counsel for Cheyenne Software, Inc. from 1993 to 1996. Prior to that, Mr. Adler practiced law with Feldman, Waldman & Kline in San Francisco from 1988 to 1993. He received his Bachelor's of Science degree in Economics, Magna Cum Laude, from the Wharton School, University of Pennsylvania. He received his Juris Doctor from the University of Pennsylvania Law School.

        Mr. Ellen has served as a director of Styleclick since September 2002. Mr. Ellen also serves as Deputy General Counsel of USA, a position he has held since July 2001. Prior to joining USA, Mr. Ellen served as General Counsel at Eureka Broadband Corporation from March 2000 to June 2001. He also previously served as senior counsel at Cablevision Systems Corporation from September 1997 to March 2000, as well as special counsel at the Federal Communications Commission from November 1995 to July 1997. Mr. Ellen was a law clerk for Judge (now Justice) Ruth Bader Ginsburg on the U.S. Court of Appeals for the D.C. Circuit from 1992 to 1993, for Judge (now Justice) Stephen Breyer on the U.S. Court of Appeals for the First Circuit from 1993 to 1994, and for Justice Sandra Day O' Connor on the U.S. Supreme Court from 1994 to 1995. Mr. Ellen received his law degree in 1992 from Harvard Law School, where he was president of the law review. Before that, he received a masters degree from Cambridge University as a Marshall Scholar and a B.A., summa cum laude, from Harvard College. Mr. Ellen also serves as a director of Ticketmaster, Expedia, Inc. and Hotels.com.

        Ms. Hawkins has served as Associate General Counsel of USA since December 2000. Prior to joining USA, she was an attorney for 15 years with Cahill Gordon & Reindel, where she specialized in transactional and securities law matters. Ms. Hawkins also serves as a director of Expedia, Inc. and Hotels.com.

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        Mr. Marriott has served as a director of Styleclick since March 2002. Mr. Marriott has served as Senior Vice President, Strategic Planning, of USA since February 2002. He served as Executive Vice President, Corporate Strategy and Development of Ticketmaster (f/k/a Ticketmaster Online-Citysearch, Inc.) from January 2000 to February 2002. Prior to such position, Mr. Marriott served as Executive Vice President, Business Development, of Ticketmaster from February 1999 to December 1999 and Executive Vice President, Product Development and Marketing, of Ticketmaster from August 1997 to January 1999. Prior to joining Ticketmaster, Mr. Marriott was employed by PepsiCo for more than seven years, most recently in the position of Senior Product Manager for PepsiCo's Frito-Lay division. Mr. Marriott holds a B.S. in Economics and a M.B.A., both from the University of Illinois. Mr. Marriott also serves as a director of Ticketmaster, Expedia, Inc. and Hotels.com.

        Mr. Rubin has served as a director of Styleclick since September 2002. Mr. Rubin has served as Vice President and Treasurer of USA since July 2002. Prior to joining USA, Mr. Rubin acted as Executive Vice President, Chief Financial Officer for Airmedia Corporation, a privately held global provider of wireless affinity marketing services, from April 2001 to November 2001. From 1997 to March 2001 he served as Senior Vice President, Treasurer to Winstar Communications, Inc., an international broadband telecommunications services provider. Mr. Rubin received a Masters in Management from the J.L. Kellogg Graduate School of Management and graduated cum laude with a B.S. in Economics from The Wharton School of Finance.

        Ms. Saleson has been a director of Styleclick since July 2000. Ms. Saleson serves as an independent financial advisor to several corporations. Ms. Saleson was President and Chief Operating Officer of Abbott Resource Group, Inc., a privately held company based in Irvine, California, from November 1998 to May 2002. From April 1997 to November 1998, Ms. Saleson served as an independent financial advisor to several corporations. From February 1994 to April 1997, Ms. Saleson was a managing director of The Wescott Group, a Beverly Hills-based merchant bank. From 1990 to 1993 Ms. Saleson was an owner, Co-Chief Executive Officer and Chief Financial Officer of Pogens, Inc., a packaged cookie manufacturer. In 1981, Ms. Saleson founded Saleson and Company, Inc., an investment-banking firm, where she served as President until 1990.

        Mr. South has been a director of Styleclick since July 2000. Since April 2000, Mr. South has served as President and Chief Executive Officer of HL Group, LLC, a strategic marketing and communications firm. Mr. South served as Group President and Chief Marketing Officer of Polo Ralph Lauren Corp. from July 1996 through March 2000. Prior to joining Polo in 1996, Mr. South was editor-at-large of Vanity Fair Magazine.

        Mr. Tinker has been a director of Styleclick since July 2000. He is currently Director of Research at Blaylock & Partners, L.P. Between 1999 and 2001 he was general partner of a hedge fund, Steamer Capital, LLC. Mr. Tinker served as Senior Managing Director and co-founder of the Media and Communications group and Senior Research Analyst covering media and entertainment companies at Montgomery Securities (Banc America) from 1996 to 1999. From 1991 to 1996, Mr. Tinker served as Managing Director of Media and Entertainment research at Furman Selz. Prior to joining Furman Selz, Mr. Tinker served as the research analyst covering media and entertainment for Morgan Stanley & Co. from 1987 to 1991. Previously, Mr. Tinker also worked for Polygram Records in the United Kingdom.

        The members of the Board of Directors are generally not compensated for their services to the Company other than for reimbursement of their expenses incurred in connection with such services. Independent directors receive automatic stock option grants with fair market exercise prices pursuant to the provisions of the Company's 2000 Directors' Stock Option Plan in the amount of 5,000 shares effective upon first election to the Board and in the amount of 5,000 annually upon reelection to the Board. In addition, effective beginning in fiscal year 2002, independent directors receive $10,000 per

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year for their service on the Board, as well as $1,000 for each meeting of the Board and committee meeting of the Board that they attend.

        During fiscal year 2001, each of Ms. Saleson, Mr. South and Mr. Tinker received a grant of 5,000 stock options (Class A shares) under the Company's 2000 Directors' Stock Option Plan. All of the grants vest ratably over the course of four years and remain effective for 10 years from the date of the grant unless the Director ceases to be a Director and/or employee of the Company before the expiration date of the options.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

        Meetings.     During fiscal year 2001, the Board of Directors met in regular or special sessions 2 times. The Audit Committee met 3 times. The number of meetings includes telephonic meetings and does not include actions taken by unanimous written consent of the members of the Board of Directors or the Committees. Each of the Company's directors who has been nominated for re-election attended all of the meetings of the Board of Directors (held during the period for which he has been a director) and the meetings of the Committees of which he is a member (held during the period for which he has been a member).

        Standing Committees.     The Board of Directors has a Compensation Committee, comprised of Ms. Saleson, Mr. South and Mr. Tinker. The Compensation Committee makes recommendations to the Board of Directors concerning salaries and incentive compensation for the Company's officers and employees, including equity compensation. In addition, the Board of Directors has an Audit Committee, comprised of Ms. Saleson, Mr. South and Mr. Tinker, that reviews and monitors corporate financial reporting and audits of the Company, as well as any other accounting related matters. The Audit Committee's charter was adopted by the Company's Board of Directors in July 2000.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers, directors and persons who own more than 10% of any equity security of the Company to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish copies of these reports to the Company. Based solely on a review of the copies of the forms that the Company received, the Company believes that all forms were filed on a timely basis in 2001.

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        Mr. Adler's experience is described under the heading "Directors," above.

        Mr. Drury has served as President and Chief Operating Officer of Styleclick since September 2002. Prior to that, Mr. Drury served as an Executive Vice President of the Company since March 2001. Mr. Drury was Vice President and Chief Technology Officer of MVP.com, Inc., from November 1999 to March 2001. Prior to that, Mr. Drury co-founded BigEdge.com, an online sporting goods retailer, and served as its President from April 1999 until November 1999, when BigEdge.com merged with MVP.com. Mr. Drury was with Andersen Consulting (now known as Accenture) from 1988 to April 1999, most recently in the position of Associate Partner in the Technology practice.

        Mr. Hill has served as an Executive Vice President of the Company since March 2001. Mr. Hill was Vice President, Business and Corporate Development, of MVP.com, Inc., from November 1999 to March 2001. Prior to that, Mr. Hill co-founded BigEdge.com, an online sporting goods retailer, and served as its Chief Executive Officer from April 1999 until November 1999, when BigEdge.com merged with MVP.com. Mr. Hill was with Andersen Consulting (now known as Accenture) from 1989 to April 1999, most recently in the position of Senior Manager in the Technology practice.

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SUMMARY COMPENSATION TABLE

        The following table sets forth certain summary information concerning the compensation awarded to or earned by, or paid for services rendered by, the Named Officers during the fiscal years ended December 31, 2001 and 2000. The following persons are collectively referred to as the "Named Officers" with respect to the period covered: (1) each person who served as the Company's Chief Executive Officer during fiscal year 2000; (2) each of the two executive officers who were serving as executive officers at the end of fiscal year 2001 whose total annual salary and bonus exceeded $100,000 during such period; and (3) one former executive officer who would have been included in (2) above for the fiscal year 2001 but for the fact that he was not serving as an executive officer at the end of fiscal year 2001. The Company began operations on July 27, 2000, the date of the closing of the transaction (the "Merger") pursuant to which Styleclick.com Inc. and Internet Shopping Network LLC were merged with subsidiaries of the Company. The compensation information below for the fiscal year ended December 31, 2000 includes compensation earned by the Named Officers in such fiscal year in their capacity as officers of Styleclick.com and Internet Shopping Network prior to July 27, 2000.

(1)

At the effective time of the Merger, (a) each outstanding option to purchase a share of common stock of Styleclick.com became an option to purchase one share of the Company's Class A Common Stock, at an exercise price equal to the exercise price per share of Styleclick.com common stock immediately prior to the Merger, and (b) each outstanding option to purchase a limited liability company unit of Internet Shopping Network became an option to purchase 0.601 shares of the Company's Class A Common Stock, at an exercise price equal to the exercise price per Internet Shopping Network unit immediately prior to the Merger multiplied by 1.664. The number of securities underlying options in the table and the related footnotes are adjusted to reflect the conversion which occurred at the Merger.

(2)

Ms. Brown served as Chairman and Chief Executive Officer of the Company from March 2001 until August 2002. During such period, Ms. Brown also served as the Chief Executive Officer and President of USA Electronic Commerce Solutions LLC ("ECS"). Pursuant to a Services Agreement between Styleclick and ECS, Styleclick compensated ECS for Ms. Brown's services in an amount equal to the "Designated Percentage" of the base salary she received from ECS. "Designated Percentage" means a fraction, the numerator of which is the amount of time Ms. Brown was expected to spend providing services to Styleclick and the denominator of which is the amount of time Ms. Brown was expected to spend providing services to Styleclick and ECS, in the aggregate. The amount set forth above under the heading "Salary" reflects the amount of Ms. Brown's base salary from ECS for which Styleclick compensated ECS during 2001.

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(3)

Mr. Drury has served as the Company's President and Chief Operating Officer since September 2002 and served as the Company's Executive Vice President from March 2001 until September 2002.

(4)

The dollar amount of these restricted stock award is calculated based on the $2.00 closing price per share of Styleclick's Class A Common Stock on March 22, 2001, the date on which these restricted stock awards were granted. As of December 31, 2001, Messrs. Drury and Hill each held 302,000 shares of restricted stock granted pursuant to this restricted stock award. The value of the shares held by each of Messrs. Drury and Hill as of December 31, 2001 was $66,440, based on the $0.22 closing price per share of Styleclick's Class A Common Stock on December 31, 2001.

(5)

Mr. Hall served as the Company's Executive Vice President, Chief Financial Officer, from July 27, 2000 until July 2001. Mr. Hall's compensation for the fiscal year ended December 31, 2000 includes salary of $87,500 earned prior to July 27, 2000 in his capacity as Executive Vice President, Chief Financial Officer, of Styleclick.com and options to purchase 100,000 shares of Class A Common Stock granted prior to July 27, 2000.

(6)

Mr. Hill has served as the Company's Executive Vice President since March 2001.

(7)

Mr. Vecchione joined the Company as its Chief Executive Officer on July 27, 2000 and served in such capacity until his resignation from the Company in March 2001. Mr. Vecchione's compensation for the fiscal year ended December 31, 2000 includes salary of $134,167 earned prior to July 27, 2000 in his capacity as Co-Chief Executive Officer of Styleclick.com, options to purchase 150,000 shares of Class A Common Stock granted prior to July 27, 2000, and a cash bonus of $100,000 granted prior to July 27, 2000.

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OPTION GRANTS

        The following table sets forth certain information regarding option grants to the Named Officers during the year ended December 31, 2001.

(1)

These percentages are based on options to purchase an aggregate of 1,534,403 shares of Styleclick's Class A Common Stock that were granted under the Company's Stock Plans to the Company's employees, including the Named Officers, during the year ended December 31, 2001.

(2)

The exercise price per share of each option to purchase Styleclick's Class A Common Stock was equal to the fair market value of Styleclick's underlying Class A Common Stock on the trading day immediately preceding the date of grant as determined by the Compensation Committee of Styleclick's Board of Directors.

(3)

Potential gains on options to purchase shares of Styleclick's Class A Common Stock are calculated based on the closing price per share of Styleclick's Class A Common Stock on the date of grant, net of the respective exercise price but before taxes associated with the exercise. The 5% and 10% assumed annual rates of compounded stock appreciation are mandated by the rules of the Securities and Exchange Commission and do not represent the Company's estimate or projection of the future Class A Common Stock price. Actual gains, if any, on stock option exercises are dependent on the future market price of shares of Class A Common Stock, the Company's future financial performance and overall market conditions.

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AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES

        The following table sets forth the number of shares acquired upon the exercise of stock options during the year ended December 31, 2001 and the number of shares covered by both exercisable and unexercisable stock options held by the Named Officers at December 31, 2001.

        At the effective time of the Merger, (a) each outstanding option to purchase a share of common stock of Styleclick.com became an option to purchase one share of the Company's Class A Common Stock, at an exercise price equal to the exercise price per share of Styleclick.com common stock immediately prior to the Merger, and (b) each outstanding option to purchase a limited liability company unit of Internet Shopping Network became an option to purchase 0.601 shares of the Company's Class A Common Stock, at an exercise price equal to the exercise price per Internet Shopping Network unit immediately prior to the Merger multiplied by 1.664. The information set forth in the following table and the related footnotes is adjusted to reflect the conversion which occurred at the Merger.

(1)

Calculated using closing price on December 31, 2001 of Styleclick's Class A Common Stock of $0.22 per share.

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EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS

        Effective March 2001, the Company has entered into a three year employment agreement with each of Messrs. Drury and Mr. Hill. Pursuant to his employment agreement, Mr. Drury's base salary is $250,000 and he is eligible for annual bonuses based on performance. In addition, the agreement provides that Mr. Drury will receive options to purchase 185,000 shares of the Company's Class A Common Stock, which options will vest ratably over four years, and options to purchase 185,000 shares of the Company's Class A Common Stock, which options will vest on the eighth anniversary of grant, unless certain performance criteria are met in which case the options will vest 25% on the first anniversary of grant and 75% on the second anniversary of grant. The employment agreement also provides that Mr. Drury will receive 302,000 shares of restricted stock, which will vest ratably over four years. Pursuant to his employment agreement, Mr. Hill's base salary is $235,500 and he is eligible for annual bonuses based on performance. In addition, the agreement provides that Mr. Hill will receive options to purchase 150,000 shares of the Company's Class A Common Stock, which options will vest ratably over four years, and options to purchase 150,000 shares of the Company's Class A Common Stock, which options will vest on the eighth anniversary of grant, unless certain performance criteria are met in which case the options will vest 25% on the first anniversary of grant and 75% on the second anniversary of grant. The employment agreement also provides that Mr. Hill will receive 302,000 shares of restricted stock, which will vest ratably over four years. The employment agreements also provide that if either of Messrs. Drury's or Hill's employment is terminated, the terminating employee will maintain the confidentiality of Company information, and not compete with the Company's principal businesses for two years after such termination. In addition, the terminating employee will not solicit the employment of any Company employee, nor hire any Company employee, for two years after such termination.