This Employment Agreement ("Agreement") is entered into as of the13th day of January, 1997, (the "Effective
Date") by and between Jed B. Trosper (the "Employee") and Home Shopping Network, Inc. (the "Company").
WHEREAS, the Company through its divisions or subsidiaries desires to employ the Employee; and
WHEREAS, the Employee is desirous of being employed by the Company and committing to serve the
Company on the terms herein provided.
NOW, THEREFORE, in consideration of the forgoing and of the respective covenants and agreements of the
parties herein contained, the parties agree as follows:
1. Position, Responsibilities and Term of Employment.
1.01 Employment and Duties. Subject to the terms and conditions of this Agreement, the Company agrees to
employ the Employee to perform the duties of Executive Vice President-Chief Financial Officer ("CFO") of the
Company, and Vice President and CFO of HSN, Inc., and the Employee accepts such employment and agrees
to perform in a diligent, careful and proper manner such reasonable responsibilities and duties commensurate with
such position as may be assigned to Employee by the officers or other designees of the Company commencing
January 13, 1997 (the "Commencement Date"). Employee acknowledges that his job responsibilities may be
revised from time to time at the direction of management of the Company. During the term and as long as
employment with the Company continues, Employee shall comply with the Company's policies and procedures as
in effect from time to time.
1.02 Term. Subject to the provisions of this Agreement, the term of this Agreement shall commence upon the
Effective Date and shall continue until December 31, 1999 (the "Term"), unless sooner terminated as provided in
2.01 Signing Bonus. Upon execution hereof by both parties, the Company shall pay to Employee a net Fifty
Thousand Dollars ($50,000) as a one time signing bonus.
2.02 Salary. From and after the Comm