CONFIDENTIAL



                          REGISTRATION RIGHTS AGREEMENT



         This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is dated as of

May 2, 2002, by and between:



1.  USA NETWORKS, INC, a company incorporated under the laws of the state of

Delaware whose principal executive offices are at 152 West 57th Street, New

York, New York 10019 ("USA"); and



2.  Each of the entities named on Schedule I hereto (each a "Shareholder" and

collectively, the "Shareholders").



                              W I T N E S S E T H:



         WHEREAS, simultaneously with the execution hereof, the Shareholders

have agreed to acquire up to 19,954,028 shares of common stock of USA, par value

$0.01 per share ("Common Stock"), in a private transaction (the "Transaction")

exempt from the registration requirements of the Securities Act of 1933, as

amended (the "Securities Act"), pursuant to the terms and subject to the

conditions set forth in a Stock Purchase Agreement, dated as of May 2, 2002 (the

"Acquisition Agreement") (capitalized terms used in this Agreement and not

otherwise defined shall have the meanings ascribed to such terms in the

Acquisition Agreement);



         WHEREAS, USA has agreed, on the terms and subject to the conditions set

forth herein, to provide registration rights to the initial purchasers in the

Transaction and Affiliates (as defined herein) of Shareholders who become

holders of the Registrable Securities with respect to the shares of Common Stock

acquired by the Shareholders in the Transaction.



         NOW, THEREFORE, in consideration of the foregoing premises and the

mutual agreements, covenants, representations and warranties contained herein,

and other good and valuable consideration, the receipt and sufficiency of which

is hereby acknowledged, the parties hereto agree as follows:



1. SHELF REGISTRATION STATEMENT.



     1.1 FILING; EFFECTIVE PERIOD. USA shall prepare and file with the

Securities and Exchange Commission (the "SEC") as soon as reasonably

practicable, but in no event more than 30 days after the date hereof, a

Registration Statement on Form S-3 (or other appropriate form should Form S-3 be

unavailable for USA) for an offering to be made on a delayed or continuous basis

pursuant to Rule 415 of the Securities Act of 1933, as amended (the "Securities

Act"), registering the resale from time to time of the Registrable



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Securities and shall use reasonable best efforts to cause such Registration

Statement to become effective as soon as practicable following the date hereof

and remain effective until the earlier of (i) the date on which all Registrable

Securities have been sold pursuant to the Registration Statement, and (ii) the

second anniversary of the date hereof; provided, that USA may suspend the

effectiveness of such Registration Statement if and only for so long as (i) the

situation described in subsection 3(f)(i) exists or (ii) USA determines that

such registration would require premature disclosure of material information

relating to a pending corporate development; provided, further, that (i) any

period of continuous suspension shall not exceed twenty (20) business days, and

(ii) the Registration Statement shall not be suspended for an aggregate of

greater than sixty (60) business days in any calendar year. USA shall promptly

notify the Shareholders of the effective date of the Registration Statement by

e-mail to the address set forth on the signature page hereof. USA's obligation

under this Section 1.1 is subject to the Shareholders' timely cooperation in

supplying information in connection with the preparation and filing of the

Registration Statement.



     1.2 REGISTRABLE SECURITIES. For purposes of this Agreement "Registrable

Securities" shall mean only those shares of Common Stock acquired by the

Shareholders in the Transaction or transferred to Affiliates thereof, and any

shares received in connection with such shares of Common Stock as a result of a

stock split, stock dividend, or similar transaction. For purposes of this

Agreement, an "Affiliate" of a Shareholder shall mean (i) any person directly or

indirectly controlling, controlled by, or under common control with such

Shareholder (ii) with respect to a Shareholder that is a fund or account, shall

also include any fund or account managed on a discretionary basis by the same

manager that manages such Shareholder.



     1.3 REGISTRATION STATEMENT EXPENSES. All fees, disbursements and

out-of-pocket expenses and costs incurred by USA in connection with the

preparation of the Registration Statement under this Section 1 and in complying

with applicable securities and blue sky laws shall be borne by USA, including,

without limitation, printing costs, listing fees and SEC filing fees applicable

to the Registrable Securities being registered and all attorneys' fees of USA.

The Shareholders shall bear all costs and expenses incurred by them applicable

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