UNITED STATES DISTRICT COURT
                         MIDDLE DISTRICT OF FLORIDA

                    UNITED STATES OF AMERICA, Plaintiff,

                                     v.

                      HOME SHOPPING NETWORK, INC., and
                   HOME SHOPPING CLUB, L.P., Defendants.

                      CIV. ACTION NO. 99-897-CIV-T-25C

        COMPLAINT FOR CIVIL  PENALTIES, INJUNCTIVE AND OTHER RELIEF

   Plaintiff, United States of America, acting upon the notification and
   authorization to the Attorney General by the Federal Trade Commission
   ("Commission"), for its Complaint alleges that:

   1. Plaintiff brings this action under Sections 5(l), 9, 13(b) and
   16(a) of the Federal Trade Commission Act ("FTC Act"), 15 U.S.C.
   §§ 45(l), 49, 53(b) and 56(a), to obtain monetary civil penalties,
   injunctive and other relief from defendants for their violations of a
   final order to cease and desist issued by the Commission.

                           JURISDICTION AND VENUE

   2. This Court has jurisdiction over this matter under 28 U.S.C.
   §§ 1331, 1337(a), 1345 and 1355 and under 15 U.S.C. §§ 45(l), 49,
   53(b) and 56(a).

   3. Venue in the United States District Court for the Middle District
   of Florida is proper under 15 U.S.C. § 53(b) and under 28 U.S.C.
   §§ 1391(b-c) and 1395(a).

                                 DEFENDANTS

   4. Defendant Home Shopping Network, Inc. ("HSN"), is a Delaware
   corporation with an office and place of business located within the
   Middle District of Florida at 2501 118th Avenue North, St. Petersburg,
   Florida 33716. Defendant HSN is a holding company for numerous
   subsidiaries. Defendant HSN, through its subsidiaries, is engaged in
   the advertising, marketing and sale of consumer products through
   televised sales programs, mail order brochures, catalogues and other
   promotional literature.

   5. Defendant Home Shopping Club, L.P. ("HSC"), is a limited
   partnership with an office and place of business located within the
   Middle District of Florida at 2501 118th Avenue North, St. Petersburg,

                        UNITED STATES DISTRICT COURT
                         MIDDLE DISTRICT OF FLORIDA

                    UNITED STATES OF AMERICA, Plaintiff,

                                     v.

                      HOME SHOPPING NETWORK, INC., and
                   HOME SHOPPING CLUB, L.P., Defendants.

                      CIV. ACTION NO. 99-897-CIV-T-25C

                               CONSENT DECREE

   WHEREAS: Plaintiff, the United States of America, has commenced this
   action by filing the Complaint herein; defendants Home Shopping
   Network, Inc., and Home Shopping Club, L.P., have waived service of
   the Summons and Complaint; the parties have been represented by the
   attorneys whose names appear hereafter; and the parties have agreed to
   settlement of this action upon the following terms and conditions,
   without adjudication of any issue of fact or law and without
   defendants admitting liability for any of the matters alleged in the
   Complaint;

   THEREFORE, on the joint motion of plaintiff and defendants, it is
   hereby ORDERED, ADJUDGED, and DECREED as follows:

   1. This Court has jurisdiction over the subject matter and the
   parties.

   2. The Complaint states a claim upon which relief may be granted
   against defendants under Sections 5(l), 9, 13(b) and 16(a) of the
   Federal Trade Commission Act ("FTC Act"), 15 U.S.C. §§ 45(l), 49,
   53(b) and 56(a).

   3. The following definition shall apply to this Consent Decree:
   "Commission's Order" shall mean the Federal Trade Commission
   ("Commission") Order in FTC Docket

   No. 9272 (1996), a copy of which is attached hereto as Exhibit A and
   made a part of this Consent Decree.

                               CIVIL PENALTY

   4. Pursuant to Section 5(l) of the FTC Act, 15 U.S.C. § 45(l),
   defendants Home Shopping Network, Inc., and Home Shopping Club, L.P.,
   their successors and assigns, shall pay a monetary civil penalty of
   $1,100,000.

                             FOR PUBLIC RELEASE

          Re: Home Shopping Network, Inc. et al., Docket No. 9272

                STATEMENT OF COMMISSIONER SHEILA F. ANTHONY
     _________________________________________________________________

   I reluctantly join my colleagues in voting to accept the consent
   decree in this matter. I write separately to emphasize my concerns.

   My overriding concern is the size of the civil penalty given the
   conduct alleged here. I find the $1.1 million civil penalty amount to
   be barely adequate. Home Shopping Network and its subsidiaries ("HSN")
   are recidivists. The Commission instituted a suit against HSN in 1995,
   alleging that HSN had made various unsubstantiated product efficacy
   claims. Prior to trial, that matter was settled by a consent order
   which became final in 1996. Among other things, the order requires HSN
   to have substantiation for all efficacy claims regarding food and drug
   products. Only two years later, HSN is again before us, and is again
   facing allegations that it has made multiple unsubstantiated product
   efficacy claims. Indeed, these allegations give me reason to question
   whether HSN took its obligations under the 1996 order seriously.
   Parties cannot escape the requirements of Commission orders by
   claiming "good faith" incompetence in attempting to comply.
   Substantial penalties are warranted for parties that fail to reform
   their conduct and to live up to their obligations under the
   Commission's consent orders.

   Further, a larger civil penalty may have been warranted here to deter
   future unsubstantiated claims by HSN and other advertisers. Civil
   penalties and other remedial impositions cannot be a mere cost of
   doing business. If false claims are profitable even in the wake of
   penalties, advertisers will continue to make such claims.

   I applaud the FTC staff's diligence in monitoring HSN's compliance
   with the 1996 order and urge continued diligence with respect to HSN
   and all other parties under order.

   Despite my concerns, weighing all of the evidence and factors before
   me, I am willing to accept the settlement in this case.