STYLECLICK INC
SERVICES AGREEMENT
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>file007.txt
<DESCRIPTION>SERVICES AGREEMENT
<TEXT>


                               SERVICES AGREEMENT


     THIS SERVICES  AGREEMENT (this  "Agreement") is made as of May 14, 2001 and
is deemed  effective as of March 20, 2001 (the  "Effective  Date"),  between USA
ELECTRONIC COMMERCE SOLUTIONS LLC, a Delaware limited liability company ("ECS"),
and STYLECLICK, INC., a Delaware corporation ("Styleclick").

     WHEREAS, both Styleclick and ECS are indirect subsidiaries of USA Networks,
Inc. ("USAi");

     WHEREAS,  Styleclick  has  determined  that it would be more  efficient  to
outsource  the  provision of certain  types of corporate  services,  rather than
using Styleclick employees to provide such services;

     WHEREAS,  Styleclick  and ECS have similar  business  operations and ECS is
capable of providing such services to Styleclick; and

     WHEREAS,  ECS desires to provide to Styleclick,  and Styleclick  desires to
procure from ECS, the services  described herein on the terms and conditions set
forth herein.

     NOW THEREFORE,  in consideration of the premises,  terms and conditions set
forth  herein  and  other  good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

                               ARTICLE I SERVICES

     1.1  Standard  Services.   Beginning  on  the  dates  specified  below  and
terminating  upon  termination  of this  Agreement,  ECS  shall,  to the  extent
requested  by  Styleclick,  either  directly  or  through  one  or  more  of its
affiliates,  provide the  following  services to Styleclick  (collectively,  the
"Standard Services"):

          (a) Finance.  Beginning no later than July 1, 2001,  ECS shall provide
     Styleclick and its subsidiaries  with  substantially the same services that
     are currently provided to ECS by its finance department, including, without
     limitation,  (i) budgeting  and  forecasting;  (ii) new business  analysis;
     (iii)  financial  analysis of  operations;  (iv)  preparation  of financial
     statements;  (v) maintenance of accounts  payable and accounts  receivable;
     (vi) cash  management  in  accordance  with the  guidelines  adopted by the
     Styleclick Board of Directors;  (vii) preparation of monthly, quarterly and
     annual financial  statements and related information in such formats as may
     be reasonably  requested by Styleclick;  and (viii) other general financial
     services;  provided that Styleclick  shall be responsible for providing the
     services of a Chief Financial  Officer and one public  accounting  employee
     and  ECS  shall  provide  personnel  as  reasonably  necessary  to  support
     Styleclick's  Chief Financial  Officer with respect to his or her reporting
     obligations to the Board of Directors of Styleclick and the Audit Committee
     thereof; and provided,  further,  that ECS shall not be required to prepare
     any  reports  or  filings  that  Styleclick  is  required  to file with the
     Securities  and  Exchange  Commission,  to  prepare  Styleclick's  state or
     federal  tax  returns,  to prepare or maintain  Styleclick's  payroll or to
     provide Styleclick with investor relations services.


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                                                                               2

          (b)  Merchandising.  Beginning  no later than July 1, 2001,  ECS shall
     provide  Styleclick  and  its  subsidiaries  with  substantially  the  same
     services  that  are  currently   provided  to  ECS  by  its   merchandising
     department,  including, without limitation, (i) developing and implementing
     merchandising strategies; (ii) creating and implementing open to buy plans;
     (iii)  creating and  executing  assortment  plans;  and (iv) other  general
     merchandising services.

          (c)  Operations.  Beginning  no later  than  July 1,  2001,  ECS shall
     provide  Styleclick and its subsidiaries with the following  services:  (i)
     customer  service   coordination  and  management;   and  (ii)  fulfillment
     coordination.

          (d) Miscellaneous. From time to time, ECS shall provide Styleclick and
     its  subsidiaries  such other  services as the parties  hereto may mutually
     agree.

     1.2 Designated Senior Officers.

          (a) Designation of Senior Officers.  The parties  acknowledge that (i)
     on the Effective Date, Styleclick's Board of Directors appointed Lisa Brown
     ("Brown") and Robert Halper  ("Halper" and,  collectively  with Brown,  the
     "Designated  Senior Officers") to serve,  respectively,  as Chief Executive
     Officer of  Styleclick  and as  President  and Chief  Operating  Officer of
     Styleclick;  (ii) the Designated Senior Officers are currently  employed by
     ECS,  respectively,  as President  and Chief  Executive  Officer of ECS and
     Executive  Vice  President,  Operations  and Finance of ECS;  and (iii) the
     Designated  Senior  Officers are expected to continue to be employed by ECS
     while concurrently providing services to Styleclick.

          (b) Arrangements  with Respect to Designated  Senior Officers.  For so
     long as the  Designated  Senior  Officers are  employees of ECS, ECS hereby
     agrees to make available,  or cause to be made  available,  the services of
     the Designated Senior Officers (the "Designated  Senior Officer  Services")
     until the Styleclick Board of Directors  terminates such Designated  Senior
     Officers.  Styleclick  hereby  agrees to  compensate  ECS for providing the
     Designated Senior Officer Services in the manner set forth in Section 2.2.

     1.3 Terms of Standard  Services.  Except as specifically  set forth herein,
the  Standard  Services  shall be provided  upon the same terms and  conditions,
including  the same duty of care,  as such  services are provided to ECS and its
employees and ECS shall use its commercially  reasonable  efforts not to provide
its  employees  or itself with any priority or  preference  with respect to such
services and to provide such services in a timely  manner.  In  particular,  ECS
acknowledges  that Styleclick is a reporting  issuer with securities  registered
under Section  12(g) of the  Securities  Exchange Act of 1934,  as amended,  and
agrees to use its  reasonable  efforts to provide  the  Standard  Services  on a
timely  basis  in  order to  enable  Styleclick  to  comply  with its  financial
reporting obligations under such Act.

<PAGE>
                                                                               3

                             ARTICLE II COMPENSATION

     2.1 Payment for Standard  Services.  In full consideration for the Standard
Services,  ECS shall charge  Styleclick,  for each Standard  Service provided by
ECS, an amount equal to Incremental Expense (as defined below), plus Direct Cost
for Standard  Services (as defined below).  "Incremental  Expense"  means,  with
respect to each Standard  Service provided by ECS, all expenses paid or incurred
by ECS or its  affiliates in excess of the cost that would have been incurred in
the  absence of the  performance  of such  service.  "Direct  Cost for  Standard
Services"  means,  with respect to each  Standard  Service  provided by ECS, the
direct out-of-pocket expenses paid or incurred by ECS or its affiliates to third
parties in connection  with providing such services,  appropriately  documented,
including, without limitation,  shipping, handling, travel expenses, payments to
third parties (including,  without limitation,  all professional fees), printing
and postage.

     2.2 Payment for Designated Senior Officer Services.

          (a) Base Salary and Expenses Component.  In full consideration for the
     Designated Senior Officer  Services,  ECS shall charge Styleclick an amount
     equal to the  Designated  Percentage  (as defined below) of the base salary
     that each Designated Senior Officer receives from ECS, plus Direct Cost for
     Officer  Services (as defined  below).  "Direct Cost for Officer  Services"
     means,  with  respect  to  each  Designated  Senior  Officer,   the  direct
     out-of-pocket  expenses paid or incurred by such Designated  Senior Officer
     in connection  with  providing  such  services,  appropriately  documented,
     including, without limitation, travel expenses.

          (b) Bonus Component.  The Styleclick  Board of Directors,  in its sole
     discretion,  acting directly or through its Compensation  Committee,  shall
     determine whether any bonus shall be paid to a Designated Senior Officer in
     respect of the  services  provided  by such  Designated  Senior  Officer to
     Styleclick and the amount and terms of any such bonus. Any bonus awarded by
     the Styleclick Board of Directors pursuant to this clause (b) shall be paid
     directly to the appropriate Designated Senior Officer and may be awarded in
     cash, options to purchase Styleclick Class A common stock or any other form
     of compensation reasonably determined by the Styleclick Board of Directors,
     acting directly or through its Compensation Committee.

          (c) Definition of Designated Percentage.  "Designated Percentage" with
     respect to each Designated  Senior Officer means a fraction,  the numerator
     of which is the  amount of time  that such  Designated  Senior  Officer  is
     expected to spend providing services to Styleclick  pursuant to Section 1.2
     and the  denominator  of which is the  amount of time that such  Designated
     Senior  Officer is expected to spend  providing  services to Styleclick and
     ECS, in the aggregate. An adjustment to such Designated Percentage shall be
     negotiated  by the parties in good faith at the end of each fiscal  quarter
     during which  Designated  Senior Officer Services are provided based on the
     experiences  of the parties  during the prior fiscal  quarter.  The parties
     hereby agree that the Designated  Percentage  for Brown shall  initially be
     equal to 40% and the Designated  Percentage  for Halper shall  initially be
     equal to 80%.

<PAGE>
                                                                               4

          (d)  Compensation  Paid  by ECS.  ECS  hereby  agrees  to  inform  the
     Styleclick  Board of Directors in writing of the amount of base salary paid
     by ECS to  each  Designated  Senior  Officer  and to  promptly  notify  the
     Styleclick Board of Directors in writing of the amount of any bonus awarded
     by ECS to a Designated  Senior  Officer in respect of services  provided by
     such  Designated  Senior Officer to Styleclick and any change to the amount
     of base salary paid by ECS to a Designated Senior Officer.

     2.3 Method of Payments. ECS shall deliver invoices for services rendered to
Styleclick  on a monthly  basis.  Charges for Direct Cost for Standard  Services
pursuant to Section 2.1 and Direct Cost for Officer Services pursuant to Section
2.2(a) shall be paid by Styleclick  via wire transfer of  immediately  available
funds  to  an  account   designated  by  ECS  within  [five]  business  days  of
Styleclick's  receipt of such  invoice,  to the extent that such  invoice is not
disputed.  Charges for Incremental  Expenses pursuant to Section 2.1 and charges
for the Designated  Senior Officer Services  pursuant to Section 2.2(a) shall be
treated as a contribution to Styleclick's capital by USAi and shall be reflected
as such on the books  and  records  of  Styleclick.  All  invoices  rendered  to
Styleclick  hereunder  shall  allocate the amount  payable  among the  different
categories of cost and shall set forth the calculations used by ECS to determine
the amount payable by Styleclick,  together with reasonably  detailed supporting
materials for such calculations.

                           ARTICLE III ECS OPERATIONS

     3.1 ECS  Operations.  ECS hereby agrees to use its reasonable  efforts,  as
determined  by ECS,  to engage  Styleclick  to provide  to ECS's  non-affiliated
customers  technological  services of the type  provided by  Styleclick to third
parties to the extent that  Styleclick has the capacity to provide such services
itself in a timely manner.  Compensation  to be paid to Styleclick in respect of
such services  shall be negotiated by the parties  hereto in good faith prior to
Styleclick's engagement.

                             ARTICLE IV INSPECTION

     4.1 Inspection Rights. ECS hereby agrees that it shall maintain appropriate
books and  records  with  respect  to the  services  provided  by ECS under this
Agreement, including the costs and expenses of providing such services, and that
Styleclick and its agents and representatives,  at Styleclick's  expense,  shall
have the right to examine such books and records;  provided,  however, that such
examination  may  only be  conducted  during  regular  business  hours  and upon
reasonable notice to ECS.

     4.2  Provision  of  Information.  ECS hereby  agrees that it shall  provide
Styleclick  with  any  and  all  information  within  ECS's  possession  that is
reasonably  necessary for  Styleclick  to comply with its reporting  obligations
under applicable state and federal  securities laws and regulations,  including,
without  limitation,  information  related  to the  compensation  paid  to  each
Designated  Senior  Officer in respect of services  provided by such  Designated
Senior Officer to Styleclick.


<PAGE>
                                                                               5
                             ARTICLE V TERMINATION

     5.1 Term and  Termination.  This  Agreement  shall be deemed to have become
effective as of the Effective Date and shall terminate on the second anniversary
of the Effective Date; provided that Styleclick may terminate this Agreement (or
any portion thereof) at any time upon 90 days' prior written notice to ECS or at
any time without prior notice if it reasonably  believes that ECS has engaged in
gross  negligence or willful  misconduct in the  performance of its  obligations
under  this  Agreement;  and  provided,   further,  that  this  Agreement  shall
automatically terminate upon termination by Styleclick of Section 1.1 and 1.2.

     5.2 Post-Termination Obligations.  Following termination of this Agreement,
(a)  Styleclick  will  remain  liable  to ECS,  and ECS will  remain  liable  to
Styleclick,  for any amounts and obligations owing to or accrued in favor of ECS
or  Styleclick,  as the  case  may  be,  prior  to the  effective  date  of such
termination and (b) upon Styleclick's written request, ECS shall promptly return
to Styleclick  copies of any  documentation  related to the services provided by
ECS under this Agreement, including, without limitation, any correspondence made
by ECS on behalf of  Styleclick  and any books or records  maintained  by ECS on
behalf of Styleclick.

                           ARTICLE VI INDEMNIFICATION

     6.1 Limitations on Liability.  Notwithstanding  anything to the contrary in
this  Agreement,  ECS will not be liable to Styleclick for any loss or damage of
any nature  incurred or suffered by Styleclick in any way relating to or arising
out of the  act or  default  of ECS or any of its  employees  or  agents  in the
performance or the non-performance of this Agreement or any part hereof,  except
loss or damage  to  Styleclick  caused  by ECS's  gross  negligence  or  willful
misconduct,  to the extent to which the same is not covered by insurance.  In no
event  will  ECS be  liable  for  Styleclick's  loss  of  profits  and/or  other
consequential  loss or  damage  nor will ECS be in any way  liable  for any act,
default or  negligence,  willful or  otherwise,  of any  independent  contractor
retained by ECS to provide  Standard  Services that would  otherwise be provided
directly by ECS under this Agreement;  provided that Styleclick consented to the
engagement of any such independent contractor.

     6.2 Indemnification by Styleclick. Except as otherwise set forth in Section
6.1, ECS will not be liable for, and Styleclick will indemnify and save and hold
ECS harmless from and against, any and all damages, liabilities, losses, claims,
actions,  suits,  proceedings,  fees,  costs  or  expenses  (including,  without
limitation,  reasonable attorneys' fees and other costs and expenses incident to
any suit,  proceeding  or  investigation  of any claim) of  whatsoever  kind and
nature (all of the foregoing hereinafter collectively referred to as "Expenses")
imposed on, incurred by or asserted  against ECS at any time during or after the
term  of  this  Agreement  (whether  because  of an  act or  omission  by ECS or
otherwise)  in any way relating to or arising out of the  performance  by ECS of
its duties  hereunder,  unless such  Expenses are  determined  to have  resulted
primarily from ECS's gross  negligence or willful  misconduct in the performance
of its duties under this Agreement.

     6.3 Indemnification by ECS. Styleclick will not be liable for, and ECS will
indemnify and save and hold  Styleclick  harmless from and against,  any and all
Expenses  imposed on,  incurred by or asserted  against  Styleclick  at any time
during or after the term of this  Agreement  that  result  primarily  from ECS's
gross  negligence or willful  misconduct in the  performance of its duties under
this Agreement.

<PAGE>
                                                                               6

                           ARTICLE VII MISCELLANEOUS

     7.1 Confidentiality. To the extent permissible by law, ECS hereby agrees to
keep confidential any information  concerning Styleclick that is provided to ECS
under this Agreement  ("Confidential  Information") and to use such Confidential
Information  solely for the purpose of providing  services to  Styleclick  under
this  Areement;   provided  that  Confidential  Information  shall  not  include
information  that (i) was or becomes  available  to the  public  other than as a
result of  disclosure  by ECS in breach of this  Agreement,  (ii) was or becomes
available to ECS on a non-confidential basis from a source other than Styleclick
to the  extent  that  such  source  is not  known to ECS to be  prohibited  from
transmitting  the  information  to  ECS by a  contractual,  legal  or  fiduciary
obligation or (iii) was within ECS's  possession prior to its being furnished to
ECS by or on  behalf  of  Styleclick.  Notwithstanding  the  foregoing,  ECS may
disclose Confidential  Information to its employees,  agents and representatives
who need to know such  information  for the purpose of providing  services under
this  Agreement.  All  Confidential  Information  shall be and shall  remain the
property of  Styleclick.  If ECS is requested  or required  (by oral  questions,
interrogatories,   requests  for  information  or  documents,   subpoena,  civil
investigative demand or other process) to disclose any Confidential Information,
ECS  agrees  that,  to  the  extent  reasonably  practicable,  it  will  provide
Styleclick with prompt notice of any such request or requirement  and, if ECS is
legally  compelled  to  disclose  any  Confidential  Information,  it will  only
disclose  that  portion  of the  Confidential  Information  which it is  legally
compelled to disclose and will exercise  reasonable  efforts to obtain assurance
that confidential treatment will be accorded to such Confidential Information.

     7.2 No Property Transferred. This Agreement relates solely to the provision
of services.  No tangible  personal  property of any party hereto shall be under
the control or possession of, or transferred  to, the other party as a result of
this  Agreement;  provided  that ECS may  hold  certain  books  and  records  of
Styleclick in connection  with providing  services under this Agreement but such
books and records shall remain the sole property of Styleclick.

     7.3 No Agency.  Except as  specifically  set forth under  Section  7.9, the
parties  hereto are  independent  contractors  and nothing in this  Agreement is
intended  to, nor shall it,  create any  agency,  partnership  or joint  venture
relationship  between the  parties.  The  parties  acknowledge  that,  except as
specifically set forth herein,  this Agreement shall not impose any restrictions
on the ability of the parties to conduct their  businesses,  including,  without
limitation,  the  ability  of  the  parties  to  market  and  sell  services  to
competitors of the other party.

     7.4 Notices.  Any notice,  request,  demand,  waiver or consent required or
permitted hereunder will be deemed to have been given or made only if in writing
and either  delivered  or sent by prepaid  telegram  or  prepaid  registered  or
certified mail,  return receipt  requested or by courier service or by facsimile
transmission with confirmation of receipt, addressed as follows:

<PAGE>
                                                                               7

                  If to Styleclick:

                  Styleclick, Inc.
                  5105 W. Goldleaf Circle
                  Los Angeles, CA   90056
                  Attention: General Counsel
                  FAX: (323) 403-1030

                  If to ECS, to:

                  USA Electronic Commerce Solutions LLC
                  810 Seventh Avenue, 18th Floor
                  New York, NY  10019
                  Attention: General Counsel
                  FAX: (212) 329-0510

     The date of personal  delivery,  or the date of receipt of any such notice,
request, demand, waiver or consent, will be deemed to be three (3) business days
following the date of deposit with the U.S.  Postal  Service or one (1) business
day  following  the date of  personal  delivery  or  deposit  with a courier  or
facsimile  transmission.  Any party may change its  address  for the  purpose of
notice by giving like notice in accordance  with the  provisions of this Section
7.4.

     7.5  Assignment.  This  Agreement  shall be  binding  upon and inure to the
benefit  of each of the  parties  hereto  and their  respective  successors  and
assigns; provided that neither party may assign this Agreement without the other
party's prior written consent.

     7.6  Survival.  The rights  and  obligations  of the  parties  pursuant  to
Sections 4, 5, 6 and 7.1 of this  Agreement  shall survive  termination  of this
Agreement.

     7.7  Separability.  Any provision of this Agreement  which is prohibited or
unenforceable in any jurisdiction will, as to such jurisdiction,  be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render  unenforceable  such provision in any
other jurisdiction.

     7.8 Further Assurances. From time to time after the signing hereof, each of
the  parties  will,  at the  request of the other  party,  and  without  further
consideration,  execute,  acknowledge and deliver to the other party any and all
instruments  and  other  writings  and do all other  acts or  things  reasonably
requested  by  the  other  party  in  order  to  evidence  and   effectuate  the
consummation of any of the transactions contemplated by this Agreement.

     7.9   Power  of   Attorney.   Styleclick   hereby   appoints   ECS  as  its
attorney-in-fact for Styleclick during the term of this Agreement and authorizes
ECS,  in the  name or on  behalf  of  Styleclick,  to  make,  execute,  deliver,
acknowledge,  swear to,  file and  record  all  documents  as may be  reasonably
necessary in the discretion of ECS, in the  performance by ECS of its duties and
services  hereunder;  provided that ECS shall provide  Styleclick with copies of
any documents  executed by ECS on behalf of Styleclick  promptly following ECS's
execution  of such  documents;  and  provided,  further,  that ECS  shall not be
authorized  to make any  filings  with  governmental  authorities  on  behalf of
Styleclick without Styleclick's prior written consent.

<PAGE>
                                                                               8

     7.10  Entire   Agreement,   etc.  This  Agreement  and  the  documents  and
instruments  delivered  pursuant hereto contain the entire agreement between the
parties  with  respect to the  subject  hereof and  supersede  any and all prior
agreements,  arrangements  or  understandings  relating  to the  subject  matter
hereof.  No  provision of this  Agreement  is intended to, or shall,  confer any
third-party  beneficiary  or other rights or remedies  upon any party other than
the parties hereto.  No  representations,  warranties,  covenants or conditions,
express or implied, other than as set forth herein, have been made by any party.
No  waiver or  extension  of time for  performance  of any  term,  provision  or
condition of this Agreement, whether by conduct or otherwise, in any one or more
instances  will be deemed to be construed as a further or  continuing  waiver or
extension  of any such term,  provision or  condition  of this  Agreement.  This
Agreement cannot be changed or terminated  orally,  and no waiver,  extension or
consent will be effective  unless  evidenced  by an  instrument  in writing duly
executed by the party who is sought to be charged with having granted the same.

     7.11  Governing  Law. This  Agreement will be governed by and construed and
enforced in accordance  with,  and subject to, the laws of the State of New York
applicable to agreements  made and to be performed  entirely within the State of
New York.

     7.12 Counterparts.  This Agreement may be executed by the parties hereto in
separate counterparts,  each of which when so executed and delivered shall be an
original,  but all such counterparts shall together  constitute one and the same
instrument.


<PAGE>
                                                                               9

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their duly authorized officers as of the date and year first written
above.



                                 USA ELECTRONIC COMMERCE SOLUTIONS LLC


                                 By:  /S/ ROBERT HALPER
                                      ------------------------
                                          Robert Halper
                                          Executive Vice President

                                                and

                                 STYLECLICK, INC.


                                 By:  /S/ ROBERT HALPER
                                      ------------------------
                                          Robert Halper
                                          President and COO
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