EMPLOYMENT AGREEMENT





            THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and

between Daniel Marriott ("Employee") and USA Networks, Inc., a Delaware

company ("USA" or the "Company"), and is effective March 1, 2002 (the

"Effective Date").



            WHEREAS, the Company desires to establish its right to the

services of Employee, in the capacity described below, on the terms and

conditions hereinafter set forth, and Employee is willing to accept such

employment on such terms and conditions.



            NOW, THEREFORE, in consideration of the mutual agreements

hereinafter set forth, Employee and the Company have agreed and do hereby

agree as follows:



1A. EMPLOYMENT. The Company agrees to employ Employee as Senior Vice

President, Strategic Planning and Employee accepts and agrees to such

employment. During Employee's employment with the Company, Employee shall do

and perform all services and acts necessary or advisable to fulfill the

duties and responsibilities as are commensurate and consistent with

Employee's position and shall render such services on the terms set forth

herein. During Employee's employment with the Company, Employee shall report

directly to the Vice Chairman or such person(s) as from time to time may be

designated by the Company (hereinafter referred to as the "Reporting

Officer"). Employee shall have such powers and duties with respect to the

Company as may reasonably be assigned to Employee by the Reporting Officer,

to the extent consistent with Employee's position and status. Employee agrees

to devote all of Employee's working time, attention and efforts to the

Company and to perform the duties of Employee's position in accordance with

the Company's policies as in effect from time to time. Employee's principal

place of employment shall be the Company's offices located in New York, New

York.



2A. TERM OF AGREEMENT. The term ("Term") of this Agreement shall commence on

the Effective Date and shall continue for a period of three years, unless

sooner terminated in accordance with the provisions of Section 1 of the

Standard Terms and Conditions attached hereto.



3A. COMPENSATION.



      (a) BASE SALARY. During the Term, the Company shall pay Employee an

annual base salary of $400,000 (the "Base Salary"), payable in equal biweekly

installments or in accordance with the Company's payroll practice as in

effect from time to time. For all purposes under this Agreement, the term

"Base Salary" shall refer to Base Salary as in effect from time to time.



      (b) SIGNING AND DISCRETIONARY BONUS. Employee shall receive a signing

bonus of $100,000 on the Effective Date. During the Term, Employee shall be

eligible to receive discretionary annual bonuses.



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      (c) STOCK OPTION. In consideration of Employee's entering into this

Agreement and as an inducement to join the Company, Employee shall be granted

under USA Networks, Inc.'s 2000 Stock and Annual Incentive Plan (the "Plan")

a non-qualified stock option (the "Option") to purchase 150,000 shares of USA

Networks, Inc. ("USAi") common stock, par value $.0l per share (the "Common

Stock"), subject to the approval of the Compensation Committee of the Board

of Directors of USAi. The date of grant of the Option shall be the later of

(x) the Effective Date, (y) the date on which the grant is approved by such

Compensation Committee, and (z) the date on which the Employee commences

employment with the Company. The exercise price of the Option shall equal the

last reported sales price of the Common Stock in the over-the-counter market

(or such other market on which the Common stock is then traded) on the date

preceding the date of grant. Such Option shall vest and become exercisable in

four equal installments on each of the first, second, third and fourth

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