10-Q

QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

/x/
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the period ended March 31, 2001

OR

/ / Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number: 0-25041

TICKETMASTER
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization) 95-4546874
(IRS Employer Identification No.)

3701 Wilshire Boulevard, Los Angeles, CA 90010
(Address of principal executive offices)

Telephone Number (213) 639-6100
(Registrant's telephone number, including area code)

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/  No / /

    As of March 31, 2001 there were 93,812,368 shares of the Registrant's Class B Common Stock outstanding and 47,270,920 shares of the Registrant's Class A Common Stock outstanding (in each case excluding shares of such class which are held by one of the Registrant's wholly-owned subsidiaries). Only the Company's Class B Common Stock is publicly traded.

TICKETMASTER

FORM 10-Q

INDEX

		Page No.
PART I—FINANCIAL INFORMATION		3
	Item 1.  Financial Statements (unaudited)	3
	Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations	10
	Item 3.  Quantitative and Qualitative Disclosures about Market Risk	15
PART II—OTHER INFORMATION		16
	Item 1.  Legal Proceedings	16
	Item 2.  Changes in Securities and Use of Proceeds	17
	Item 6.  Exhibits and Reports on Form 8-K	18
	SIGNATURES	19

–2–

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

TICKETMASTER

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)

				March 31, 2001			December 31, 2000
				(unaudited)			(see Note 1)
ASSETS
Current assets:
	Cash and cash equivalents			$	125,126		$	120,809
	Marketable securities				2,019			7,938
	Accounts receivable, ticket sales				58,397			32,395
	Accounts receivable, trade				27,163			29,710
	Contract advances				13,489			10,551
	Prepaid expenses and other current assets				19,336			14,905
		Total current assets			245,530			216,308
Property, equipment and leasehold improvements, net					74,896			88,386
Goodwill and other intangibles, net					1,162,679			1,185,948
Due from USAi					11,931			—
Other assets					58,363			52,301
Deferred income taxes, net					3,795			3,391
		Total assets		$	1,557,194		$	1,546,334
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of long-term debt			$	4,200		$	4,778
	Accounts payable, trade				12,753			10,652
	Accounts payable, clients				129,338			97,687
	Accrued expenses				66,496			67,618
	Due to USAi				23,967			—
	Deferred revenue and other				15,764			14,764
		Total current liabilities			252,518			195,499
Long-term debt, net of current portion					4,879			13,092
Due to USAi and affiliates					—			181,411
Other long-term liabilities					17,665			9,347
Minority interest					3,078			4,631
Stockholders' equity:
	Preferred stock, $0.01 par value:
		Authorized shares—2,000,000 at March 31, 2001 Issued and outstanding—none			—			—
	Class A Common Stock, $0.01 par value:
		Authorized shares—100,000,000 at March 31, 2001 Issued and outstanding—47,270,920 and 47,718,879 at March 31, 2001 and December 31, 2000, respectively			473			477
	Class B Common Stock—$0.01 par value:
		Authorized shares—250,000,000 at March 31, 2001 Issued and outstanding—93,812,368 and 93,291,839 at March 31, 2001 and December 31, 2000, respectively			938			933
	Class C Common Stock—$0.01 par value:
		Authorized shares—2,883,506 at March 31, 2001 Issued and outstanding—none			—			—
	Additional paid-in capital				1,695,139			1,516,484
	Accumulated deficit				(411,555	)		(371,922	)
	Accumulated other comprehensive loss				(5,941	)		(3,618	)
		Total stockholders' equity			1,279,054			1,142,354
			Total liabilities and stockholders' equity	$	1,557,194		$	1,546,334

See accompanying notes to condensed consolidated financial statements.

–3–

TICKETMASTER

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share information)

			Three Months Ended March 31,
			2001			2000
			(unaudited)			(see Note 1)
Revenues:
	Ticketing operations		$	150,108		$	127,961
	City guide			12,384			10,077
	Personals			8,544			6,898
	Other			149			4,258
		Total revenues		171,185			149,194
Operating costs and other expenses:
	Ticketing operations			94,099			80,583
	City guide operations			10,864			10,930
	Personals operations			2,679			2,458
	Other			142			5,930
	Sales and marketing			21,840			19,892
	General and administrative			27,239			21,559
	Depreciation and amortization			51,107			47,774
		Total operating costs and other expenses		207,970			189,126
Loss from operations				(36,785	)		(39,932	)
Other (income) expenses:
	Interest income			(575	)		(1,326	)
	Interest expense			1,649			1,923
	Equity in net (income) loss of unconsolidated affiliates			(515	)		1,870
		Total other expenses		559			2,467
Loss before income taxes and minority interest				(37,344	)		(42,399	)
Minority interest in loss				(553	)		(368	)
Income tax provision				2,842			6,099
Net loss			$	(39,633	)	$	(48,130	)
Basic and diluted net loss per share			$	(0.28	)	$	(0.35	)
Shares used to compute basic and diluted net loss per share				141,067			137,409

See accompanying notes to condensed consolidated financial statements.

–4–

TICKETMASTER

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

				Three Months Ended March 31,
				2001			2000
				(unaudited)			(see Note 1)
Operating activities:
	Net loss			$	(39,633	)	$	(48,130	)
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
		Depreciation and amortization			51,107			47,774
		Loss attributable to minority interests			(553	)		(368	)
		Equity in net (income) loss of unconsolidated affiliates			(515	)		1,870
		Provision for deferred income taxes			(669	)		(1,950	)
		Advertising provided by USAi			4,087			150
		Non-cash compensation			343			343
	Changes in operating assets and liabilities:
		Accounts receivable, ticket sales			(26,513	)		(11,691	)
		Accounts receivable, trade			3,269			1,860
		Prepaid expenses and other current assets			(7,119	)		(7,526	)
		Accounts payable, trade			652			(5,218	)
		Accounts payable, clients			33,048			4,094
		Accrued expenses			2,066			4,142
		Deferred revenue and other			2,522			(1,419	)
		Other, net			(393	)		(759	)
			Net cash provided by (used in) operating activities		21,699			(16,828	)
Investing activities:
	Capital expenditures				(6,149	)		(8,221	)
	Cash distributions from and sale of affiliates				—			2,167
	Acquisitions, net of cash acquired				(32,364	)		(97	)
	Proceeds from sale of marketable securities				5,936			8,257
	Payment of merger costs				(598	)		(378	)
	Other, net				—			(154	)
			Net cash provided by (used in) investing activities		(33,175	)		1,574
Financing activities:
	Advances from USAi				17,372			7,197
	Proceeds from borrowings				751			—
	Payments on long-term debt				(545	)		(802	)
	Proceeds from minority shareholders, net				—			200
	Dividends paid to minority shareholders				(1,000	)		—
	Proceeds from sale of subsidiary stock				556			2,311
			Net cash provided by financing activities		17,134			8,906
Effect of exchange rate on cash and cash equivalents					(1,341	)		237
Net increase (decrease) in cash and cash equivalents					4,317			(6,111	)
Cash and cash equivalents at beginning of period					120,809			143,174
Cash and cash equivalents at end of period				$	125,126		$	137,063

See accompanying notes to condensed consolidated financial statements.

–5–

Ticketmaster
Notes to Condensed Consolidated Financial Statements
(unaudited)

Note 1—The Company and Summary of Significant Accounting Policies

Description of Business

    Ticketmaster as currently organized was formed in January 2001, pursuant to the consummation of the provisions of a contribution agreement ("Contribution Agreement"), under which Ticketmaster Online-Citysearch, Inc. ("TMCS") acquired the equity and businesses of Ticketmaster Group, Inc. and its subsidiaries ("TGI") from USA Networks, Inc. ("USA Networks" or "USAi") in exchange for 52,000,000 new shares of TMCS' Class B Common Stock (the "Combination"). Upon the closing of the Combination, TMCS changed its name to "Ticketmaster."

    Ticketmaster (the "Company") provides automated ticketing services to its client venues, promoters and sport franchises, which provide patrons with the alternatives of purchasing tickets through operator-staffed call centers, the Internet and independent sales outlets. The Company produces and delivers comprehensive local city guides on the Internet, providing up-to-date information regarding arts and entertainment events, community events and activities, recreation, shopping, business and professional services and news/sports/weather to consumers in metropolitan areas. Ticketmaster also operates an online personals service providing singles with a way to meet others online and other Internet related businesses.

Basis of Presentation

    The Combination was accounted for as an exchange of assets between entities under common control in a manner similar to the pooling of interests method of accounting and, accordingly, prior periods have been restated to give effect to the Combination.

    For accounting purposes, the number of shares outstanding does not include 42,480,143 shares of Class A Common Stock and 50,260,401 shares of Class B Common Stock held by one of the Company's wholly-owned subsidiaries as they are treated similarly to shares held in treasury.

    The balance sheet at December 31, 2000 has been derived from the financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

    The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2001 are not necessarily indicative of the results that may be expected for the year ended December 31, 2001.

–6–

    Separate operating results of the combined entities for the periods prior to the Combination included in the unaudited condensed consolidated financial statements are as follows:

		Three Months Ended March 31,
		2001			2000
		(in thousands)
Revenues
	Ticketmaster Group, Inc. and subsidiaries	$	49,609		$	149,194
	Ticketmaster Online-Citysearch, Inc.		19,897			46,520
	Eliminations		(19,897	)		(46,520	)
	Combined Ticketmaster	$	49,609		$	149,194
Net loss
	Ticketmaster Group, Inc. and subsidiaries	$	(8,007	)	$	(24,513	)
	Ticketmaster Online-Citysearch, Inc.		(15,521	)		(48,622	)
	Eliminations		7,638			25,005
	Combined Ticketmaster	$	(15,890	)	$	(48,130	)

    Eliminations above represent total revenues of TMCS and TGI's share of the net loss of TMCS that were consolidated in the total revenues and net loss of TGI, respectively.

    For further information, refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2000 filed with the Securities and Exchange Commission ("SEC") on April 2, 2001 and the definitive information statement on Schedule 14C filed with the SEC on January 11, 2001.

Basic and Diluted Loss per Share

    Basic loss per share is determined by dividing the net loss by the weighted average shares of Common Stock outstanding during the period. Diluted loss per share is determined by dividing the net loss by the weighted average shares of Common Stock outstanding plus the dilutive effects of stock options, warrants and other convertible securities. The calculation of basic and diluted loss per share adjusts the historical weighted average shares outstanding to reflect the 52,000,000 shares issued to USA Networks in the Combination as if issued at the beginning of the period. Basic and diluted loss per share are the same for the three months ended March 31, 2001 and 2000 because the effects of outstanding stock options and warrants are antidilutive.

Reclassifications

    Certain reclassifications have been made to the prior year's financial statements to conform to the current year presentation.

Note 2—Related Party Transactions

    As part of the Combination, USA Networks contributed advances outstanding of $172.5 million as of the closing date of the Combination to the Company.

    As a result of the Combination in January 2001, the Company has entered into a revolving credit facility with USA Networks that provided $25 million in available credit at USA Networks' rate of borrowing through May 1, 2001 and is payable upon demand (the "Revolver"). As of March 31, 2001, the Company owed USA Networks $24 million related to the terms of the Combination (the "Demand Note") and this amount is payable upon demand. The Company also had $0.2 million in outstanding letters of credit which were guaranteed by USA Networks (the "LOCs"). Both the Demand Notes and the LOCs reduce the amount of available credit under the Revolver.

–7–

    On February 1, 2001, USA Networks exercised its option under the Contribution Agreement to purchase TMC Realty, L.L.C. from the Company in exchange for the assumption of all of the liabilities of TMC Realty and promotional services equal in value to the amount by which $28.8 million exceeded the liabilities assumed by USA Networks. As a result, USA Networks is to provide the Company promotional services of approximately $16.0 million. This transaction was accounted for as an exchange of assets between entities under common control and, accordingly, the Company recognized additional paid-in capital of $5.3 million.

Note 3—Business Combination

    On February 12, 2001, the Company completed the acquisition of ReserveAmerica Holdings, Inc. ("ReserveAmerica"), the leading provider of campsite reservations. The Company paid approximately $24.9 million in cash for the initial consideration due in the transaction. The purchase price will be increased by the value of additional shares of the Company's Class B Common Stock or cash to be paid by the Company, if any, if certain financial targets are achieved in 2001 and 2002. The acquisition has been accounted for using the purchase method of accounting. The acquisition resulted in $22.4 million of goodwill recorded initially with adjustments to be made upon the issuance of shares if the financial targets are achieved. The total amount of goodwill recorded is being amortized by the Company over a period of ten years.

Note 4—Industry Segments

    The Company operates principally within the United States. For the three months ended March 31, 2001, the Company operated principally in three industry segments: ticketing operations, city guide and personals. Industry segment information is presented below for the three months ended March 31, 2001 and 2000. Industry segment information related to EBITDA represents the Company's earnings before interest, taxes, depreciation, amortization, minority interest, merger and other transaction costs, advertising provided by USA Networks (for which no consideration was paid by the Company), equity in net income (loss) of unconsolidated affiliates, investment losses, net and other income and expenses.

		Three Months Ended March 31,
		2001			2000
		(in thousands)
Revenues
	Ticketing operations	$	150,108		$	127,961
	City guide		12,384			10,077
	Personals		8,544			6,898
	Corporate and other		149			4,258
		$	171,185		$	149,194
EBITDA
	Ticketing operations	$	30,233		$	27,384
	City guide		(9,000	)		(15,530	)
	Personals		264			903
	Corporate and other		(3,088	)		(4,765	)
		$	18,409		$	7,992

–8–

    Reconciliation of EBITDA to consolidated loss before income taxes and minority interest:

	Three Months Ended March 31,
	2001			2000
	(in thousands)
Segment EBITDA	$	18,409		$	7,992
Depreciation and amortization		(51,107	)		(47,774	)
Advertising provided by USAi		(4,087	)		(150	)
Equity in net income (loss) of unconsolidated affiliates		515			(1,870	)
Other expenses, net		(1,074	)		(597	)
Loss before income taxes and minority interest	$	(37,344	)	$	(42,399	)

Note 5—Comprehensive Loss

    Total comprehensive loss was approximately $42.0 million and $51.1 million for the three months ended March 31, 2001 and 2000, respectively.

Note 6—Litigation

    The Company from time to time is party to various legal proceedings arising in the ordinary course of business. The Company is the plaintiff in various legal proceedings seeking injunctive relief and/or damages from third parties for breach of contract and unauthorized use of the Company's intellectual property. Management does not believe that any of the above matters will have a material adverse impact on its operating results, financial position or cash flows.

    The Company is defendant to a counter-claim brought by Tickets.com, Inc. in a lawsuit filed by the Company against Tickets.com. Tickets.com asserted claims for relief against the Company for violation of antitrust laws and laws governing restraint of trade and unfair competition and business practices, interference with contract and declaratory relief. Tickets.com seeks monetary damages which, if awarded, would have a material adverse effect on the Company. The Company is vigorously defending against the counter-claim and does not currently believe it will incur material damages in connection therewith. See Part II, Item 1.

    The Company is the nominal defendant in a shareholder derivative lawsuit brought by the plaintiffs on behalf of the Company against its directors in connection with the Combination. The plaintiffs allege, among other things, that the Combination is the product of unfair self-dealing, and that the consideration that the Company paid to USAi is unfair and excessive. The Company has indemnified its directors in connection with this suit. The plaintiffs seek to have the Court rescind or modify the Combination and also seek monetary damages, attorneys' fees and other costs of pursuing the lawsuit, which, if awarded, could have a material adverse effect on the Company. The Company believes that the suit is without merit, and expects all defendants to vigorously defend against the lawsuit and does not currently believe that the Combination will be rescinded or modified or that it will incur material damages on its behalf or on behalf of its directors in connection therewith.

–9–

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the unaudited Condensed Consolidated Financial Statements of the Company and the related Notes thereto included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations, and include statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "estimates" or similar expressions. For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company's actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth below and elsewhere in this report. The following important factors, in addition to those discussed elsewhere in this document and in the documents which may be incorporated by reference, and in other public filings, press releases and discussions with Company management, could affect the future results and could cause these results to differ materially from those expressed in our forward-looking statements: material adverse changes in economic conditions generally or in the markets served by the Company; material changes in inflation; future regulatory and legislative actions affecting the Company's industry; competition from others; product demand and market acceptance; the ability to protect proprietary information and technology or to obtain necessary licenses on commercially reasonable terms; the ability to expand into and successfully operate in foreign markets; and obtaining and retaining skilled workers. The forward-looking statements are based on the Company's expectations as of the date of this document and the Company undertakes no obligation to update these statements. The forward-looking statements herein do not include the potential impact of any mergers, acquisitions or other business combinations that may be completed after March 31, 2001.

Overview

    Ticketmaster as currently organized was formed in January 2001, pursuant to the consummation of the provisions of a contribution agreement, under which Ticketmaster Online-Citysearch, Inc. acquired the equity and businesses of Ticketmaster Group, Inc. and its subsidiaries from USA Networks, Inc. in exchange for 52,000,000 new shares of TMCS' Class B Common Stock. Upon the closing of the Combination, TMCS changed its name to "Ticketmaster."

    The Combination was accounted for as an exchange of assets between entities under common control in a manner similar to the pooling of interests method of accounting and, accordingly, prior periods have been restated to give effect to the Combination.

    Ticketmaster is the leading provider of automated ticketing services with domestic and foreign clients throughout the world, including many of the foremost entertainment facilities, promoters and professional sports franchises. Ticket orders are received and fulfilled through operator-staffed call centers, independent sales outlets remote to the facility box office and through the ticketmaster.com Web site. Revenue is generated principally from convenience and handling charges received by Ticketmaster for tickets sold on its clients' behalf. Ticketmaster generally serves as an exclusive agent for its clients and typically has no financial risk for unsold tickets. Ticketmaster is also a leading local portal and electronic commerce company that provides in-depth local content and services to help people get things done online. Ticketmaster's principal online operations are city guides, ticketing, personals and camping reservations. Ticketmaster's family of Web sites includes ticketmaster.com, citysearch.com, Match.com, reserveamerica.com, museumtix.com, ticketweb.com, cityauction.com and livedaily.com, among others.

–10–

Revenues

    Revenues are derived primarily from three sources: ticketing, city guide sponsorships and advertising and online personals subscriptions. Ticketing operations revenues primarily consist of convenience and handling charges generated through ticket sales. The sale of tickets for an event often commences several months prior to the date of the event. We recognize ticketing operations revenue when the ticket is sold. Fluctuations in ticket operations revenues occur largely as a result of changes in the number of tickets sold and change in the average revenue per ticket. The number of tickets sold can vary as a result of (i) additions or deletions to the list of client facilities serviced by us; (ii) fluctuations in the scheduling of events, particularly for popular performers; (iii) overall consumer demand for live entertainment events; and (iv) the percentage of tickets for events which are sold directly by clients and not through our distribution system. The average revenue per ticket will vary as a result of the amount of convenience and handling charges earned on each ticket. The amount of the convenience and handling charges typically varies based upon numerous factors, including the type of event, whether the ticket is purchased at a retail sales outlet, through call centers or via the Internet, as well as the services to be rendered to the client.

    City guide revenues consist of revenues derived primarily from Internet-based city guides in the form of revenue from custom-built Web sites and related consulting services and online advertising revenue. In city guide owned and operated markets, revenues are derived primarily from the sale to local businesses of Web sites which we create, host and maintain, and place in Citysearch's directory listings so that the businesses receive exposure to our users, as well as other forms of online advertising. Business Web site customers typically enter into one-year agreements that automatically convert to month-to-month contracts upon expiration. Other forms of online advertising are typically sold for periods of time shorter than one year. In partner-led markets, we derive licensing and royalty revenues from the licensing of our technology and business systems to third parties and from related consulting services and back office and hosting services.

    Personals revenues consist of subscription fees generated from customers who subscribe to our online matchmaking services for one to twelve months on our Match.com and other personals Web sites and related online advertising revenue.

Operating Costs

    Ticketmaster records ticketing operations costs specifically associated with the distribution of tickets sold through its system. The largest components of these costs are the clients' share of convenience and handling charges, payroll, telecommunication charges, commissions paid on tickets distributed through outlets away from the box office and credit card fees, along with data communication costs, and other expenses with lesser components including ticket stock and postage. City guide operating costs are associated with the design, development, testing, layout, photography, customer service and editorial resources used in production and maintenance of business Web sites and editorial content, network infrastructure maintenance and the costs of consulting services. Personals operating costs are associated with the production and maintenance of the matchmaking Web sites, network infrastructure maintenance costs and commissions paid to affiliates of our online matchmaking services.

EBITDA

    Earnings before interest, income taxes, depreciation and amortization ("EBITDA") is defined as the Company's earnings before interest, taxes, depreciation, amortization, minority interest, merger and other transaction costs, advertising provided by USA Networks (for which no consideration was paid by the Company), equity in net income (loss) of unconsolidated affiliates, investment losses, net and other income and expenses. EBITDA is presented herein as a management tool and as a valuation

–11–

methodology for companies in the media, entertainment and communications industries. EBITDA does not purport to represent cash provided by operating activities. EBITDA should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles.

Results of Operations

    Revenues.  Revenues increased by $22.0 million, or 15%, to $171.2 million in the three months ended March 31, 2001 from $149.2 million for the three months ended March 31, 2000. The increase is primarily attributable to the increase of $22.1 million from ticketing operations.

    Operating Costs and Other Expenses.  For the three months ended March 31, 2001, operating costs and other expenses increased by $18.8 million, or 10%, to $208.0 million from $189.1 million in the 2000 quarterly period. The increase is primarily due to the $13.5 million increase in ticketing operations costs to support the 17% increase in ticketing operations revenues, the $5.7 million increase in general and administrative expenses and the $3.3 million increase in depreciation and amortization, offset by the $5.8 million decrease in other expenses due to the transfer of the Company's Electronic Commerce Service ("ECS") operations to USA Networks in June 2000. The increase in general and administrative expenses was primarily attributable to the acquisitions of Réseau Admission Inc., Concept Électronique Microflex Inc. and Admission Network USA Inc. (collectively, "Admission Canada") in April 2000, TicketWeb, Inc. ("TicketWeb") in May 2000, Essential Data Customer Systems ("EDCS") in July 2000 and ReserveAmerica in February 2001 and the acquisition of an increased interest in Ticketmaster Ireland (now equaling 60 percent) requiring consolidation. The increase in depreciation and amortization was primarily attributed to the acquisitions of 2b Technology, Inc. ("2b Technology") in January 2000, Admission Canada and TicketWeb and the increased depreciation expense resulting from capital expenditures during 2000, offset by the decrease in amortization related to the CityAuction acquisition as its goodwill was fully amortized in December 2000 and the transfer of the ECS operations.

    Interest Income.  Interest income decreased by $0.7 million, or 57%, to $0.6 million in the three months ended March 31, 2001 from $1.3 million in the three months ended March 31, 2000, primarily due to lower cash balances invested during the periods.

    Interest Expense.  Interest expense decreased by $0.3 million, or 14%, to $1.6 million in the three months ended March 31, 2001 from $1.9 million in the three months ended March 31, 2000, primarily due to lower borrowing levels.

    Equity in Net Income (Loss) of Unconsolidated Affiliates.  Equity in net loss of unconsolidated affiliates of $1.9 million during the three months ended March 31, 2000 primarily represents $2.1 million in the Company's portion of net losses of foodline.com, Inc. and Active.com, Inc., two companies in which the Company made minority equity investments in late 1999. These losses were offset by $0.2 million in net equity income from our minority investments in Ticketmaster-Mexico and Ticketmaster-Ireland. In December 2000, foodline.com, Inc. filed for Chapter 7 bankruptcy protection and ceased operations. We will not recognize further losses in the operations of foodline.com, Inc. Equity in net income of unconsolidated affiliates for the three months ended March 31, 2001 of $0.5 million represents income from our minority investment in Ticketmaster-Mexico.

    Income Tax Provision.  The provision for income taxes was $2.8 million and $6.1 million for the three months ended March 31, 2001 and 2000, respectively. This provision primarily reflects the income tax expense incurred by our foreign subsidiaries. Our effective tax rate differs from the statutory federal income tax rate, primarily as a result of non-deductible goodwill, foreign income taxes and operating losses not benefited. At March 31, 2001, the Company's balance sheet has a deferred tax asset of $62.9 million for a net operating loss which is fully offset by a valuation allowance. The Company will

–12–

retain the valuation allowance until it is likely that the Company will be able to utilize the net operating loss. Each quarter, the Company will evaluate the need for the full valuation allowance. If the valuation allowance is released, some of the benefit will be reflected in the income tax provision and some will be reflected through an adjustment to goodwill.

Ticketing Operations

    Revenues from ticketing operations increased by $22.1 million, or 17%, to $150.1 million for the three months ended March 31, 2001 from $128.0 million for the three months ended March 31, 2000. The revenue increase is primarily due to an increase in the number of tickets sold, a 10% increase in average per ticket convenience and handling charge revenue (from $5.44 to $5.96), and, to a lesser extent, the acquisition of ReserveAmerica in February 2001. The increase in the number of tickets sold from 21.8 million to 23.6 million was primarily the result of an overall increase in tickets sold within existing markets and the acquisitions of Admission Canada in April 2000, TicketWeb in May 2000, and the consolidation of Ticketmaster Ireland.

    Cost related to ticketing operations revenues and other costs and expenses increased by $19.3 million, or 19%, to $119.9 million in the three months ended March 31, 2001 from $100.6 million in the three months ended March 31, 2000, primarily due to the increase in ticketing operations revenues as these costs are primarily variable in nature, and to a lesser extent, to the acquisitions of Admission Canada in April 2000, TicketWeb in May 2000, EDCS in July 2000 and ReserveAmerica in February 2001 and the consolidation of Ticketmaster Ireland. As a percentage of ticketing operations revenues, these costs increased slightly from 79% in the three months ended March 31, 2000 to 80% in the three months ended March 31, 2001, primarily as a result of higher clients' share of convenience and handling charges and increased expenses related to international growth, partially offset by greater fixed cost leverage and other factors.

    EBITDA for the three months ended March 31, 2001 increased by $2.8 million, or 10%, to $30.2 million from $27.4 million in the 2000 quarterly period.

City Guide

    City guide revenues increased $2.3 million, or 23%, to $12.4 million for the three months ended March 31, 2001 from $10.1 million for the three months ended March 31, 2000. This increase is primarily attributable to growth in revenue from operations from the owned and operated city guide markets and revenue from new city guide advertising products and services.

    Cost related to city guide revenues and other costs and expenses decreased by $4.2 million, or 15%, to $24.5 million in the three months ended March 31, 2001 from $28.7 million in the three months ended March 31, 2000. This decrease is primarily attributable to savings in compensation due to the reorganization of the city guide operations and reduced marketing expenses.

    EBITDA loss for the three months ended March 31, 2001 improved by $6.5 million, or 42%, to $9.0 million from $15.5 million in the 2000 quarterly period.

Personals

    Personals revenues increased $1.6 million, or 24%, to $8.5 million for the three months ended March 31, 2001 from $6.9 million for the three months ended March 31, 2000. This increase is primarily attributable to an 18% increase in new personals subscriptions.

    Cost related to personals revenues and other costs and expenses increased by $2.3 million, or 38%, to $8.3 million in the three months ended March 31, 2001 from $6.0 million in the three months ended March 31, 2000. This increase is attributable to advertising expense associated with the growth in the personals business.

–13–

    EBITDA for the three months ended March 31, 2001 decreased by $0.6 million, or 71%, to $0.3 million from $0.9 million in the 2000 quarterly period.

Other

    Other revenues decreased $4.2 million, or 97%, to $0.1 million in the three months ended March 31, 2001 from $4.3 million for the three months ended March 31, 2000, primarily due to the transfer of the ECS operations to USA Networks in June 2000. The related other operating expenses decreased $5.8 million, or 98%, to $0.1 million in the three months ended March 31, 2001 from $5.9 million in the three months ended March 31, 2000.

Liquidity and Capital Resources

    At March 31, 2001, we had cash, cash equivalents and marketable securities available for sale of $56.2 million for our own account, separate from funds held in accounts on behalf of venues and promoters. The Company historically has financed its operations with internally generated funds and advances from USA Networks and going forward will be financed primarily from internally generated funds.

    Net cash provided by operating activities was $21.7 million for the three months ended March 31, 2001 compared to net cash used in operating activities of $16.8 million for the three months ended March 31, 2000. The change primarily reflects timing differences in net cash collections on behalf of clients and a reduced net loss.

    Net cash used in investing activities was $33.2 million for the three months ended March 31, 2001. This cash was used primarily for acquisitions requiring $32.4 million and capital expenditures of $6.1 million offset by proceeds from the sale of marketable securities of $5.9 million. Net cash provided by investing activities was $1.6 million for the three months ended March 31, 2000. This cash was primarily provided by proceeds from sale of marketable securities of $8.3 million and cash distributions from affiliates of $2.2 million, offset by capital expenditures of $8.2 million.

    Net cash provided by financing activities was $17.1 million for the three months ended March 31, 2001. Net cash provided by financing activities was $8.9 million for the three months ended March 31, 2000. The amounts in both periods consist primarily of intercompany advances from USA Networks. As part of the Combination, the USA Networks advances as of the closing date of the Combination were contributed to the Company.

    As of March 31, 2001, we had no material commitments other than those under existing capital and operating lease agreements. We have experienced a substantial increase in our investing activities consistent with our infrastructure build out and expansion into other businesses that complement our current offerings. We will continue to evaluate possible acquisitions of, or investments in, businesses, products and technologies that are complementary to ours, which may require the use of cash. As a result of the Combination in January 2001, we have entered into a revolving credit facility with USA Networks that provided us with $25 million in available credit at USA Networks' rate of borrowing through May 1, 2001 and is now due upon demand (the "Revolver"). As of May 15, 2001, we owed USA Networks $24 million related to the terms of the Combination (the "Demand Note") and this amount must be repaid upon demand. We also had $0.2 million in outstanding letters of credit which were guaranteed by USA Networks (the "LOCs"). Both the Demand Notes and the LOCs reduce the amount of available credit under the Revolver. Our management believes that existing cash, cash equivalents, marketable securities, the Revolver, amounts available from other sources, including USA Networks, and the positive cash flow from the ticketing operations will be sufficient to meet our working capital and capital expenditures requirements for at least the next twelve months. Thereafter, we may be required to raise additional funds. We cannot assure you that we will not choose to or be required to raise additional financing prior to such time. If additional funds are raised through the

–14–

issuance of equity securities, our stockholders may experience significant dilution. Furthermore, we cannot assure you that additional financing will be available when needed or that, if available, such financing will include terms favorable to our stockholders or us. If such financing is not available when required or is not available on acceptable terms, we may be unable to develop or enhance our products and services, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

    Our exposure to market rate risk for changes in interest rates relates primarily to our investment portfolio. We have not used derivative financial instruments in our investment portfolio. We invest our excess cash in debt instruments of the U.S. Government and its agencies and in high-quality corporate issuers and, by policy, limit the amount of credit exposure to any one issuer. We protect and preserve our invested funds by limiting default, market and reinvestment risk.

    Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if forced to sell securities which have declined in market value due to changes in interest rates.

Foreign Currency Exchange Risk

    As the Company increases its operations in international markets it becomes increasingly exposed to volatile movements in currency exchange rates. The economic impact of currency exchange rate movements on the Company could become complex because such changes are often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. These changes, if material, could cause the Company to adjust its financing and operating strategies.

    As currency exchange rates change, translation of the income statements of our international businesses into U.S. dollars affects year-over-year comparability of operating results. The Company does not hedge translation risks because cash flows from international operations are generally reinvested locally. Further, the Company does not enter into hedges to minimize volatility of reported earnings because the Company does not believe it is justified by the attendant cost.

    Foreign exchange gains and losses were not material to the Company's earnings for the three months ended March 31, 2001 and 2000.

Seasonality

    Ticketmaster's ticket sales are impacted by fluctuations in the availability of events for sale to the public, which vary depending upon scheduling by the client. The second quarter of the year generally experiences the most events.

–15–

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

    We are from time to time party to various legal proceedings arising in the ordinary course of our business. In addition to the legal proceedings described below, we are also party to various legal proceedings in which we are the plaintiff and seek injunctive relief and/or damages from third parties for breach of contract and unauthorized use of our intellectual property.

Tickets.com Litigation

    In the previously reported case of Ticketmaster Corporation and Ticketmaster Online-Citysearch, Inc. v. Tickets.com, Inc., Case No. 99-07654 HLH, the following matters have occurred since the Company's last disclosure in the Company's Annual Report on Form 10-K filed with the SEC on April 2, 2001: the Judge set a fact discovery schedule which is expected to run through March 2002 and a trial date in January 2003.

Ticketmaster Cash Discount Litigation

    As previously reported, on or about December 17, 1999, a purported class action lawsuit entitled Adriana Garza, et al. v. Southwest Ticketing, Inc., d/b/a Ticketron, Ticketmaster and Rainbow Ticketmaster, Ticketmaster Texas Management, Ticketmaster LLC, Ticketmaster Group, Inc., Ticketmaster Online- Citysearch, Inc. and the May Department Stores Company, Case No. C-5714-99-B, was filed in state court in the District Court of Hidalgo County, Texas, 93(rd) Judicial District. The plaintiff filed an amended class action petition in state court on June 20, 2000, which claims that Ticketmaster's practice of offering cash discounts against the amount of its service charges at outlets violated various state laws, and asserting an additional claim that the cash discount program in question violates a provision in a Merchant Services Bankcard Agreement between Ticketmaster and Chase Merchant Services L.L.C. and First Financial Bank. Plaintiff claims all consumers using VISA and MasterCard to purchase tickets from Ticketmaster are third-party beneficiaries of this contract. Plaintiff also filed on July 14, 2000 an amended class certification motion. In addition to the nine-state class sought by Plaintiff's original class certification request, the amended motion seeks the certification of a nationwide class of VISA and MasterCard customers since approximately April 1998 to prosecute the alleged third-party beneficiary claim. Ticketmaster filed a summary judgment motion on May 1, 2000 and Plaintiff filed a second amended motion for partial summary judgment on May 24, 2000. Ticketmaster denies the allegations. On July 20, 2000, Ticketmaster removed the case to federal court in McAllen, Texas on the grounds that the newly added third-party beneficiary claim raises a federal question under the Truth-in-Lending Act. On August 1, 2000, Plaintiff filed a motion to remand the case to state court. In December 2000, the plaintiff and defendants reached a tentative settlement of all issues, subject to final court approval. The parties agreed to a remand of the matter from federal court to state court on January 17, 2001. The case subsequently was voluntarily dismissed in state court and later refiled in federal court in Texarkana, Texas. On March 1, 2001, the federal court in Texarkana, Texas granted preliminarily approval of the settlement. On May 11, 2001, the Court granted final approval of the settlement. In doing so, the Court overruled all pending objections. We do not believe that the settlement will have a material impact on our financial condition or results of operations.

–16–

General

    From time to time, federal, state and local authorities commence investigations or inquiries with respect to Ticketmaster's compliance with applicable antitrust, consumer protection, deceptive advertising, unfair business practice and other laws. Ticketmaster has historically cooperated in and satisfactorily resolved each such investigation or inquiry.

    Ticketmaster believes that it has conducted its business in compliance with all applicable laws, including federal and state antitrust laws. In the opinion of Ticketmaster's management, none of Ticketmaster's legal proceedings will have a material adverse effect on Ticketmaster's financial position or results of operation. Ticketmaster has incurred significant legal expenses in connection with these and other investigations and lawsuits and may incur additional significant legal expenses in the future should investigations or lawsuits be instituted.

    Ticketmaster or its affiliates could become the subject of future governmental investigations or inquiries or be named as a defendant in claims alleging violations of federal or state antitrust laws or any other laws. Any adverse outcome in such litigation, investigation or proceeding against Ticketmaster or its affiliates could limit or prevent Ticketmaster from engaging in the ticketing business or subject Ticketmaster to potential damage assessments, all of which could have a material adverse effect on Ticketmaster's business, financial condition or results of operations. Regardless of its merit, source or outcome, any such litigation, investigation or proceeding would at a minimum be costly and could divert the efforts of our management and other personnel from productive tasks, which could have a material adverse effect on Ticketmaster's business, financial condition or results of operations.

Item 2. Changes in Securities and Use of Proceeds

(c)

Sales of Unregistered Securities

    In January 2001, the Company issued 48,958,000 shares of Class B Common Stock to Ticketmaster Corporation ("TM Corp") in exchange for the equity interests and assets contributed by TM Corp to us in the first step of the Combination. In addition, on the same date, the Company issued 53,302,401 shares of Class B Common Stock and 42,480,143 shares of Class A Common Stock to USA Networks in part as consideration for the capital stock of TGI contributed to us by USA Networks in the second step of the Combination and in part to replace the number of shares of Class A and Class B Common Stock held by USA Networks through TM Corp prior to the Combination, which the Company now holds through TM Corp as a result of the Combination. The aggregate number of new shares issued by the Company in the Combination was 52,000,000 shares of Class B Common Stock.

    The issuance of these securities was deemed to be exempt from registration under the Securities Act of 1933 (the "Securities Act") in reliance on Section 4(2) of the Securities Act, or Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering.

–17–

Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits

Exhibit No.	Exhibit Title	Notes
10.1	Letter Agreement between Ticketmaster Corporation and SFX Entertainment, Inc. dated as of November 13, 1998	+	*
10.2	Development and Services Agreement between Starwave Corporation and Ticketmaster Multimedia Holdings Inc. dated as of June 28, 1996	+
10.3	Reserved
10.4	Sponsorship Marketing Agreement between American Express Travel Related Services Company, Inc. and Ticketmaster Corporation dated as of April 1, 1999	+	*
10.5	License Agreement between Ticketmaster Corporation and Ticketmaster Group Limited Partnership dated as May 23, 1991, as amended	+
10.6	Amended and Restated Employment Agreement dated as of January 31, 2001 between Ticketmaster Corporation and Terry Barnes	+
10.7	Employment Agreement dated as of October 1, 1998 between Ticketmaster Corporation and Daniel R. Goodman	+
10.8	Employment Agreement dated as of February 1, 1998 between Ticketmaster Ticketing Company, Inc. and Timothy Wood	+
10.9	Employment Agreement dated as of January 1, 2001 between Ticketmaster Online-Citysearch, Inc. and Brad Serwin	+
10.10	Employment Agreement dated as of February 1, 1994 between Ticketmaster Corporation and Marc Bension, as amended	+
10.11	Settlement Statement dated as of November 20, 2000 between USA Networks, Inc. and Ticketmaster Online-Citysearch, Inc.	+
10.12	Wilshire Colonnade Office Lease dated as of November 5, 1998 between Colonnade Wilshire Corp and Ticketmaster-California, Inc., as amended	+

+

Filed herewith.

*

Portions of this exhibit have been omitted pursuant to a request for confidential treatment.

(b)

Reports on Form 8-K

    On January 31, 2001, the Company filed a Current Report on Form 8-K relating to the registrant's closing of the Combination. This Current Report was subsequently amended on February 14, 2001.

    On February 1, 2001, the Company filed a Current Report on Form 8-K in connection with the release of the registrant's financial results for the quarter and year ended December 31, 2000. This Current Report was subsequently amended on February 2, 2001.

–18–

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 15, 2001	TICKETMASTER
	By:	/s/ JOHN PLEASANTS John Pleasants Chief Executive Officer (Principal Executive Officer)
	By:	/s/ THOMAS J. MCINERNEY Thomas J. McInerney Chief Financial Officer, Executive Vice President (Principal Financial and Accounting Officer)

–19–

INDEX TO EXHIBITS

Exhibit No.	Exhibit Title	Notes
10.1	Letter Agreement between Ticketmaster Corporation and SFX Entertainment, Inc. dated as of November 13, 1998	+	*
10.2	Development and Services Agreement between Starwave Corporation and Ticketmaster Multimedia Holdings Inc. dated as of June 28, 1996	+
10.3	Reserved
10.4	Sponsorship Marketing Agreement between American Express Travel Related Services Company, Inc. and Ticketmaster Corporation dated as of April 1, 1999	+	*
10.5	License Agreement between Ticketmaster Corporation and Ticketmaster Group Limited Partnership dated as May 23, 1991, as amended	+
10.6	Amended and Restated Employment Agreement dated as of January 31, 2001 between Ticketmaster Corporation and Terry Barnes	+
10.7	Employment Agreement dated as of October 1, 1998 between Ticketmaster Corporation and Daniel R. Goodman	+
10.8	Employment Agreement dated as of February 1, 1998 between Ticketmaster Ticketing Company, Inc. and Timothy Wood	+
10.9	Employment Agreement dated as of January 1, 2001 between Ticketmaster Online-Citysearch, Inc. and Brad Serwin	+
10.10	Employment Agreement dated as of February 1, 1994 between Ticketmaster Corporation and Marc Bension, as amended	+
10.11	Settlement Statement dated as of November 20, 2000 between USA Networks, Inc. and Ticketmaster Online-Citysearch, Inc.	+
10.12	Wilshire Colonnade Office Lease dated as of November 5, 1998 between Colonnade Wilshire Corp and Ticketmaster-California, Inc., as amended	+

+

Filed herewith.

*

Portions of this exhibit have been omitted pursuant to a request for confidential treatment.

–20–

QuickLinks

TICKETMASTER
FORM 10-Q INDEX
PART I—FINANCIAL INFORMATION
TICKETMASTER CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share information)
TICKETMASTER CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share information)
TICKETMASTER CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
Ticketmaster Notes to Condensed Consolidated Financial Statements (unaudited)
PART II—OTHER INFORMATION
SIGNATURES
INDEX TO EXHIBITS

EX-10.1

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.1

Information marked [XXX CONFIDENTIAL TREATMENT REQUESTED] has been
omitted pursuant to a request for confidential treatment. Such omitted information
has been filed separately with the Securities and Exchange Commission.

[LETTERHEAD]

November 13, 1998

Ticketmaster Corporation
3701 Wilshire Boulevard
Seventh Floor
Los Angeles, California 90010

Attn:	Mr. Terry Barnes
	President and Chief Executive Officer

Gentlemen:

    This letter agreement (the "Agreement") sets forth the mutually binding agreement between SFX Entertainment, Inc., a Delaware corporation, on behalf of itself and the SFX Affiliates (collectively, "SFX"), and Ticketmaster Corporation, a Delaware corporation ("Ticketmaster"), for the amendment and extension of the existing ticketing agreements with respect to each of SFX's venues which are currently under contract with Ticketmaster, a ticketing services agreement for those SFX venues which are not presently under contract with Ticketmaster, and SFX's related promoters in the United States and internationally.

    Subject to the terms and conditions set forth herein, and in consideration of the mutual promises and covenants set forth herein, SFX and Ticketmaster hereby agree as follows:

    1.  Definitions.  As used in this Agreement, the following capitalized terms shall have the respective meanings set forth below, unless otherwise defined herein:

(a)

"Agreement"— This letter agreement dated as of November 13, 1998, as this letter agreement may be superseded, replaced or amended by the Master Agreement intended to be negotiated and executed by the parties hereto.



(b)

"Attraction"— A concert, theatrical presentation, motor sports or other sports event or other entertainment feature to be held at a Facility in the continental United States or internationally (provided Ticketmaster is providing ticket service operations in the international location) in respect of which SFX owns or Controls the Right to Sell Tickets to the public or which is held at an "SFX Facility" or a "Non-SFX Facility"; provided, however, an Attraction shall not include any event at the Lakewood Amphitheater located in Atlanta, Georgia, or the Starplex Amphitheater located in Dallas, Texas.



(c)

"Business Day"— Any day other than a Saturday, a Sunday or any other day on which the banks in the State of New York are closed.



(d)

"Controls the Right to Sell Tickets"— means that SFX has the ability, whether by contract, ownership, management or otherwise, to determine the manner in which and/or means by which Tickets may be sold to the public at any Facility. To the extent that SFX does not have such ability, SFX shall use its reasonable best efforts in its capacity as Facility manager, consultant, minority partner or otherwise to recommend and secure the exclusive use of the TM System by such Facility for such Attraction; provided, however, that after SFX exercises its reasonable best efforts in the manner described above, on an Attraction by Attraction basis, its failure to secure said rights shall not be deemed to be a breach of this Agreement.



(e)

"Customer Convenience Charge"— The amount charged to a Ticket purchaser by Ticketmaster for the use of the TM System.

(f)

"Effective Date"— means January 1, 1999.



(g)

"Facility(ies)"— Any and all amphitheaters, theaters, arenas, stadiums and other facilities of any nature whatsoever where an Attraction is to be held, including, but not limited to, SFX Facilities and Non-SFX Facilities, whether now existing or existing at any time during the term hereof.



(h)

"Non-SFX Facility(ies)"— Any Facility other than an SFX Facility with which Ticketmaster has a ticketing services agreement in effect at the time of the performance of the Attraction.



(i)

"Outlet"— A physically existing retail Ticket selling agency where Tickets for an Attraction are made available through the TM System and are offered for sale to the public.



(j)

"SFX Affiliate(s)"— any entity or person which is directly or indirectly controlled by, under common control with or controls SFX, or any other such entity or person, including, but not limited to, the entities set forth on Exhibit A hereto.



(k)

"SFX Facility(ies)"— Any Facility (i) which SFX owns, operates, manages, controls or leases, or for which any such entity otherwise has any other right to sell, or Controls the Right to Sell Tickets, whether as of the date hereof or at any time in the future during the term of the Agreement, and (ii) with which, at the time of the performance of the Attraction, Ticketmaster does not have a ticketing services agreement.



(l)

"Telephone Sales"— All sales of Tickets through the TM System by telephone, television, computer and/or the Internet.



(m)

"TM Affiliate(s)"— Any entity which is directly or indirectly controlled by Ticketmaster, other than any entity which is solely a licensee of the TM System and the Ticketmaster mark and which does not otherwise satisfy any of the conditions set forth in the first part of this sentence.



(n)

"TM System"— The computer hardware, software, related procedures and personnel, repair and maintenance services established and maintained by Ticketmaster for the purpose of selling, auditing and controlling the sale of Tickets for Attractions.



(o)

"Ticket"— A printed evidence of the right to occupy space at or to attend an Attraction.

    2.  Ticketing Services Agreement.  SFX hereby grants to Ticketmaster, and Ticketmaster accepts from SFX, the exclusive right during the term of this Agreement to sell, as SFX's agent, all Tickets made available generally to the public through any and all means, including but not limited to at Outlets and/or by Telephone Sales, for any Attraction scheduled or presented by SFX at any Facility; provided, however, that SFX shall have the right to conduct box office, season, subscription, affinity and club programs, box seats and group sales of Tickets, but may not use the services of any third party computerized or electronic ticketing service or entity to conduct such sales. SFX and Ticketmaster shall use their respective reasonable best efforts to draft and execute a long form Master Agreement to amend and extend the existing Agreements on the terms and conditions contained herein, and to apply this Agreement to any Facility not already under contract with Ticketmaster and as set forth herein. In the event of any inconsistencies or conflicts between this Agreement and any existing agreement between SFX and Ticketmaster, then the terms of this Agreement shall prevail unless and until such Master Agreement is executed. This Agreement shall constitute a legal, valid, binding and enforceable agreement between the parties. All SFX Facilities which upon the Effective Date of this Agreement either have existing ticket servicing agreements with Ticketmaster or a Ticketmaster Affiliate, or which do not have ticket servicing agreements with any third party, shall be subject to the terms and conditions of this Agreement and the Master Agreement as of the Effective Date. In the event that during the term of this Agreement, SFX or an SFX Affiliate has or acquires any facility, company, promoter or other entity which owns, has a contract with or is otherwise lawfully bound to any ticketing

2

service or system other than the TM System, SFX shall not be obligated to change such arrangement or to divest itself of, or to decline to enter into, any such transaction; provided, however, that at such time as SFX or an SFX Affiliate is no longer obligated to use the services of any third party ticketing provider, or presently has or in the future may have the ability to enter into an agreement with Ticketmaster, then any such applicable facility, company, promoter or entity shall become an SFX Facility or SFX Affiliate, as applicable, and shall be bound by the terms and conditions of this Agreement and the Master Agreement.

    3.  Term and Effective Date.  This Agreement shall extend each of the existing SFX agreements with Ticketmaster for a period from the current respective expiration dates (as set forth on Exhibit B hereto) through December 31, 2005, respectively pursuant to the terms and conditions of this Agreement and the Master Agreement. This Agreement shall be effective as of the Effective Date and shall be for a term of seven (7) years commencing as of January 1, 1999. Ticketmaster shall have the option in its sole discretion to renew the Agreement for an additional period of three (3) years on the terms and conditions in effect in the last year of the Agreement, including any such annual increases to the Customer Convenience Charges and handling fees provided herein, provided that upon exercise of that option to extend the term, Ticketmaster shall pay to SFX in consideration for the right to extend the Agreement, a non-refundable payment in the amount of [XXX CONFIDENTIAL TREATMENT REQUESTED] at any time within the six (6) month period prior to the expiration of the initial term.

    4.  Revenue Sharing Agreement.  SFX and Ticketmaster agree to share the "per ticket" Customer Convenience Charges, and the "per order" handling fees with respect to the services provided by both Ticketmaster and SFX (defined as the quotient of the total amount of handling fees collected by Ticketmaster per year divided by the number of orders processed by Ticketmaster per year) (collectively, "Per-Order Ticket Revenues"), on all Tickets for Attractions for which such charges and fees are received and retained according to the following methodology: The first [XXX CONFIDENTIAL TREATMENT REQUESTED] of Per-Order Ticket Revenues shall be retained by Ticketmaster, and the next [XXX CONFIDENTIAL TREATMENT REQUESTED] of Per-Order Ticket Revenues or portion thereof shall be paid to SFX. All Per-Order Ticket Revenues above [XXX CONFIDENTIAL TREATMENT REQUESTED] shall be divided equally between SFX and Ticketmaster. Settlement and payment of all amounts owed to SFX under this Section 4 shall be made on a weekly basis, with a reconciliation and any adjustments made on a quarterly basis. In the event that Ticketmaster does not receive a minimum amount of [XXX CONFIDENTIAL TREATMENT REQUESTED] of Per-Order Ticket Revenues per year on an annual blended basis for each of the initial [XXX CONFIDENTIAL TREATMENT REQUESTED] years of the Agreement, then SFX shall pay to Ticketmaster an amount equal to the total amount of any such shortfall (up to a maximum of [XXX CONFIDENTIAL TREATMENT REQUESTED] per year and in an aggregate amount not to exceed [XXX CONFIDENTIAL TREATMENT REQUESTED]). Commencing in year [XXX CONFIDENTIAL TREATMENT REQUESTED] of this Agreement, SFX shall pay any amounts to be paid hereunder ratably over years [XXX CONFIDENTIAL TREATMENT REQUESTED], [XXX CONFIDENTIAL TREATMENT REQUESTED] and [XXX CONFIDENTIAL TREATMENT REQUESTED] from the amounts otherwise payable to SFX under Sections 4, 5 and 6 of this Agreement. The parties shall mutually agree to the amount and timing of any increases to be made to the Customer Convenience Charges and the handling fees over the term of this Agreement. The initial Customer Convenience Charges, the handling fees at an agreed to minimum of [XXX CONFIDENTIAL TREATMENT REQUESTED] per order and minimal annual increases shall be set forth on a schedule to be attached to the Master Agreement; provided, however, that in the event the parties are unable to reach agreement on the amount of the annual increases for the then existing Customer Convenience Charges and handling fees, such increases each year commencing as of January 1, 1999 shall be the greater of [XXX CONFIDENTIAL TREATMENT REQUESTED]% per annum or the percentage increase in the national Consumer Price Index over the immediately

3

preceding twelve months as promulgated by the United States Department of Labor, Bureau of Labor Statistics.

    5.  Rights to Premium Service Charge.  The amount of any additional service charge with respect to VIP or premium Tickets sold to Attractions which entitle the purchaser to additional services or perquisites at any Facility (i.e., premium parking, special entrances, priority seating, wait service, etc.), or with respect to special events for which such additional service charge is separately negotiated by SFX and agreed to by the owner or operator of the Facility, and which are in excess of the applicable base Customer Convenience Charge per Ticket for that Attraction, shall be divided as follows: [XXX CONFIDENTIAL TREATMENT REQUESTED]% shall be retained by Ticketmaster, and [XXX CONFIDENTIAL TREATMENT REQUESTED]% shall be paid to SFX. Settlement and payment of all amounts owed to SFX under this Section 5 shall be made on a weekly basis.

    [XXX CONFIDENTIAL TREATMENT REQUESTED]

    7.  Signing Bonus; Annual Advances.  In consideration for SFX entering into and performing this Agreement, Ticketmaster shall, on the fifth Business Day after the date of the execution of this Agreement, pay to SFX a non-refundable signing bonus in the amount of [XXX CONFIDENTIAL TREATMENT REQUESTED]. Additionally, on the fifth Business Day of January, 1999, and on the fifth Business Day of January of each of the years 2000, 2001, 2002 and 2003, Ticketmaster shall advance to SFX the sum of [XXX CONFIDENTIAL TREATMENT REQUESTED]. The advances made to SFX on the fifth Business Day of January of each of the first five years of the term of the Agreement shall be fully recoupable without interest by Ticketmaster throughout the course of the year and shall be offset against any and all amounts otherwise due to SFX under Sections 4, 5 and 6 hereof until all amounts are recouped in full; provided, however, that all amounts from advances which have not been recouped by Ticketmaster in the event of a termination of the Agreement prior to the expiration of its term shall be paid by SFX to Ticketmaster in full promptly following the effective date of such termination.

    8.  Internet Marketing.  SFX shall have the right to place links to Ticketmaster's Ticketmaster.com web site from SFX owned or operated facilities for the purpose of selling Tickets to Attractions, and Ticketmaster shall place links from its Ticketmaster.com web site to SFX owned and operated web sites to enable purchasers of Tickets to Attractions to gain access to SFX's transaction page. Ticketmaster shall provide SFX with a box on the Ticketmaster web site at which Tickets for SFX's Attractions are sold for SFX's use in connection with its sponsorship sales, and shall also provide prominent space for SFX to include ticket header sponsorship information on the web page outside the box for SFX's use in connection with the sale of Tickets to SFX's Attractions.

    9.  Credit Card Charges.  With respect to all Tickets which are purchased through the use of American Express, Master Card, Visa, or Discover Card, SFX shall instruct Ticketmaster to increase the Customer Convenience Charge by an amount equal to [XXX CONFIDENTIAL TREATMENT REQUESTED], provided that Ticketmaster may increase such amount by the amount of any increase in inter-bank fees.

    10.  Additional Business Opportunities.  Ticketmaster and SFX agree to use their reasonable best efforts to develop future merchandising and promotional opportunities, including but not limited to joint ventures for licensing, merchandising and affinity and similar programs to be sold through Ticketmaster Direct and other sources (including various existing and to-be-formed Internet sites), and to use reasonable efforts to cause additional promotional programming and other opportunities through Home Shopping Network, USA Network and other assets of USAI on commercially reasonable terms.

    11.  Access to Data Bases.  At SFX's request, Ticketmaster shall deliver to SFX without cost the data bases for all Attractions in accessible electronic form and in a reasonably expeditious manner for SFX's use, subject to Ticketmaster obtaining any requisite consents prior to such delivery. Alternatively,

4

SFX may from time to time request that Ticketmaster provide SFX with certain reasonable services utilizing the SFX data bases and the Ticketmaster data bases, and upon such request Ticketmaster shall provide such services and shall be compensated for providing such services at its direct cost (excluding corporate overhead allocations) plus [XXX CONFIDENTIAL TREATMENT REQUESTED]%. Additionally, from time to time, Ticketmaster and SFX shall cooperate to develop affinity merchandising and similar programs to be shared jointly between the parties utilizing both SFX's and Ticketmaster's data bases, and the profits from any sales generated by such particular programs shall be shared equally between the parties after deducting the direct costs thereof (excluding corporate overhead allocations).

    12.  Affinity Programs.  At SFX's request, Ticketmaster shall mail information about current or future affinity programs (i.e., programs which provide additional benefits to the purchaser of a Ticket) which SFX provides to Ticketmaster to any consumer who purchases a Ticket through Telephone Sales to an Attraction at an SFX Facility or a Non-SFX Facility (provided SFX first receives the written consent to so solicit from the third party having a ticketing agreement with Ticketmaster for such Attraction at the Non-SFX Facility), at Ticketmaster's direct cost (excluding corporate overhead allocations) plus [XXX CONFIDENTIAL TREATMENT REQUESTED]%. Ticketmaster and SFX shall cooperate in expanding such services utilizing Ticketmaster's phone operators and other Ticketmaster assets and personnel (such as Ticketmaster's monthly Guide) on economic terms and conditions to be mutually agreed to by the parties.

    13.  Storage Fee; Additional Ticketmaster Income; Promotion Efforts.  Ticketmaster agrees to eliminate the account storage fee or any similar fee which is being charged to SFX or any SFX Affiliate as of the Effective Date. SFX agrees that it will provide an amount of business opportunities to Ticketmaster's various businesses (other than the ticketing business, i.e., Ticketmaster Direct) which will result, on an annual basis, in additional operating income to Ticketmaster of at least [XXX CONFIDENTIAL TREATMENT REQUESTED], based on Ticketmaster's representation that its business operates at no less than a [XXX CONFIDENTIAL TREATMENT REQUESTED]% margin. Such additional operating income shall come from services which Ticketmaster provides to SFX for licensing, merchandising and affinity and similar programs and/or other revenue sources described herein. SFX shall use its reasonable best efforts to promote the use of IVR and Internet sales of Tickets at all SFX Facilities and for all SFX Attractions.

    14.  Representations and Warranties of SFX.  SFX represents and warrants to Ticketmaster that:

(a)

SFX and each of the SFX Affiliates is a corporation duly organized and in good standing in its state of incorporation and has adequate power to enter into and perform this Agreement;



(b)

This Agreement has been duly authorized, executed and delivered on behalf of SFX and constitutes the legal, valid and binding agreement of SFX, enforceable in accordance with its terms;



(c)

The entering into and performance of this Agreement will not violate any judgment, order, law or regulation applicable to SFX or any provision of SFX's charter or bylaws, or result in any breach of, constitute a default under, or result in the creation of any line, charge, security interest or other encumbrance upon any assets of SFX pursuant to any instrument to which SFX is a party or by which it or its assets may be bound;



(d)

SFX has the right to sell, or Controls the Right to sell, Tickets to each SFX Facility which is subject to the terms of this Agreement at which any of its Attractions are held, and is duly authorized to execute, perform and deliver this Agreement; and



(e)

SFX has the right, authority and power to enter into this Agreement on behalf of and bind itself and each of the SFX Affiliates.

5

    15.  Representations and Warranties of Ticketmaster.  Ticketmaster represents and warrants to SFX that:

(a)

Ticketmaster is a corporation duly organized and in good standing in its state of incorporation and has adequate power to enter into and perform this Agreement;



(b)

This Agreement has been duly authorized, executed and delivered on behalf of Ticketmaster and constitutes the legal, valid and binding agreement of Ticketmaster, enforceable in accordance with its terms;



(c)

The entering into and performance of this Agreement will not violate any judgment, order, law or regulation applicable to Ticketmaster or any provision of Ticketmaster's charter or bylaws, or result in any breach of, constitute a default under, or result in the creation of any line, charge, security interest or other encumbrance upon any assets of Ticketmaster pursuant to any instrument to which Ticketmaster is a party or by which it or its assets may be bound;



(d)

Ticketmaster is duly authorized to execute, perform and deliver this Agreement; and



(e)

Ticketmaster has the right, authority and power to enter into this Agreement on behalf of and bind each of the TM Affiliates.

    16.  Miscellaneous.

    (a)  Notices.  Any notice required or permitted to be given by the provisions of this Agreement shall be conclusively deemed to have been received by a party hereto on the day it is delivered by hand or fax to such party at the addresses or fax numbers indicated below (or at such other address or fax number such party shall specify to the other party in writing including by fax), or, if sent by registered or certified mail, on the third Business Day after the day on which mailed, addressed to such party at such address:

If to SFX, at:	SFX Entertainment, Inc. 650 Madison Avenue 16th Floor New York, New York 10022 Attn: Michael G. Ferrel, President & CEO Fax No. (212) 486-4869
with a copy to:	SFX Entertainment, Inc. 650 Madison Avenue 16th Floor New York, New York 10022 Attn: Richard A. Liese, Esq. Fax No. (212) 486-4830
If to Ticketmaster, at:	Ticketmaster Corporation 3701 Wilshire Boulevard Seventh Floor Los Angeles, California 90010 Attn: Terry Barnes, President & CEO Fax No. (213) 480-4884

6

with a copy to:	Ticketmaster Corporation 8800 Sunset Boulevard West Hollywood, California 90069 Attn: Eugene Cobuzzi, COO Fax No. (310) 360-6509
with a copy to:	Ticketmaster Corporation 555 West 57th Street New York, New York 10019 Attn: Daniel R. Goodman, Esq. Fax No. (212) 399-1395
and with a copy to:	Ticketmaster Corporation 8800 West Sunset Boulevard West Hollywood, California 90069 Attn: Stuart DePina, CFO Fax No. (310) 360-0625

    (b)  Applicable Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Any action that is or may be commenced by any party pertaining to this Agreement and the subject matter hereof shall be commenced in a Federal or state court located in New York County, New York. The parties hereto hereby consent to the jurisdiction of such court.

    (c)  Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be deemed to be one and the same Agreement.

    (d)  Amendments.  This Agreement shall not be changed, modified, altered or amended in any respect without the mutual consent of the parties hereto, which consent shall be evidenced by a written amendment to this Agreement executed by the parties.

    (e)  Entire Agreement.  This written Agreement and the Exhibit hereto constitute the sole and only agreement of the parties relating to the matters covered hereby. Any prior or contemporaneous agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect.

    (f)  Joint and Several Obligations.  Notwithstanding anything to the contrary contained in this Agreement, all agreements, covenants, duties and obligations of SFX hereunder shall be the joint and several agreements, covenants, duties and obligations of SFX and each of the SFX Affiliates.

    (g)  Existing Agreements.  Upon the execution of this Agreement, and except as otherwise provided herein, including the extension of the existing Agreement on the terms set forth herein, all existing ticketing servicing agreements between Ticketmaster and any of SFX or the SFX Affiliates shall automatically terminate as of the Effective Date hereof with respect to activities following such date, and shall be of no further force or effect with respect to activities following such date.

    (h)  Confidentiality.  It is the intent of the parties hereto that the terms, conditions and provisions of this Agreement shall remain confidential and shall not be disclosed to any other person without the prior consent of the non-disclosing party. However, the parties acknowledge that (i) in operating under this Agreement and the Master Agreement, multiple employees of each of them will be privy to some or all of the provisions hereof and (ii) certain regulatory processes (including, but not limited to, those related to the Securities and Exchange Commission) may require disclosure of some or all of the provisions hereof, and that any disclosure pursuant thereto, or any inadvertent disclosure by a recipient thereof of any non-material terms, shall not constitute

7

a breach of this Agreement. In the event either party is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose all or any portions of this Agreement, the party from whom the disclosure is sought shall provide the other party with immediate oral, followed by prompt written, notice of any such request or requirements so that such party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy, the party from whom disclosure is sought is, nonetheless, legally compelled to disclose all or any portions of this Agreement, such party may, without liability hereunder, disclose the Agreement or only that portion of the Agreement which it is legally required to disclose.

    (i)  Severability.  In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Further, in the event that any provision of this Agreement shall be held to be unenforceable by virtue of its scope, but may be made enforceable by a limitation thereof, such provision shall be deemed to be amended to the minimum extent necessary to render it enforceable under the laws of the jurisdiction in which enforcement is sought.

    17.  Indemnity.

    (a)  SFX shall protect, indemnify, save and hold Ticketmaster and the TM Affiliates, including all of their respective officers, directors, shareholders, employees and/or agents, harmless from and against any and all claims, actions, damages, expenses (including court costs and reasonable attorneys' fees), obligations, losses, liabilities and liens imposed or incurred by, or asserted against, Ticketmaster, the TM Affiliates or their successors or assigns, by any person or entity, caused by or occurring as a result of SFX's use of the TM System at a Facility, except to the extent that such claim shall relate to Ticketmaster's gross negligence or wilful misconduct with respect thereto, the performance of this Agreement or the breach of any covenant, representation or warranty contained in this Agreement by SFX, its agents, employees or any other person (other than Ticketmaster or a TM Affiliate) acting under the direction and on behalf of SFX.

    (b)  Ticketmaster shall protect, indemnify, save and hold SFX and the SFX Affiliates, including all of their respective officers, directors, shareholders, employees and/or agents, harmless from and against any and all claims, actions, damages, expenses (including court costs and reasonable attorneys' fees), obligations, losses, liabilities and liens imposed or incurred by, or asserted against, SFX, the SFX Affiliates or their successors or assigns, by any person or entity, caused by or arising out of any alleged patent, trademark, or copyright infringement, asserted against SFX with respect to SFX's use of the TM System, except to the extent that any such claim shall relate to SFX's negligence or wilful misconduct with respect thereto, the performance of this Agreement or the breach of any covenant, representation or warranty contained in this Agreement by Ticketmaster, its agents, employees or any other person (other than SFX or an SFX Affiliate) acting under the direction and on behalf of Ticketmaster.

    18.  Press Releases.  It is the intention of the parties to issue a press release regarding the general nature of the terms and conditions of this Agreement after the execution by both parties of this Agreement. Notwithstanding the foregoing, neither party shall make or issue any public statements, disclosure or press release with respect to the matters contemplated herein without the prior consent of the other, which consent shall not be unreasonably withheld, provided that (i) press releases in conformity with the disclosure requirements of the Securities and Exchange Commission, in a form which shall be previously approved by Ticketmaster and SFX, may be issued by SFX and/or Ticketmaster if deemed necessary, (ii) that the parties hereto shall continue such communications with

8

directors, employees, customers, suppliers, franchisees, lenders, lessors, shareholders, partners and other particular groups as may be legally required or necessary or appropriate and not inconsistent with the best interests of the other parties for the proper consummation of the transactions contemplated herein, and (iii) as required by law.

    19.  Expenses.  Each of SFX and Ticketmaster shall be solely responsible for and bear all of their respective expenses, including, without limitations, expenses of legal counsel, accountants and other advisors, incurred at any time in connection with all negotiations and documentation relating to the parties' entering into this Agreement and the Master Agreement.

    In order to confirm your agreement to the terms and conditions set forth herein, kindly execute and return the signed copy hereof to the undersigned.

		Very truly yours,
		SFX ENTERTAINMENT, INC.
		By:	/s/ MICHAEL G. FERREL Michael G. Ferrel
		Its:	President and Chief Executive Officer
AGREED TO AND ACCEPTED THIS 13th DAY OF NOVEMBER, 1998:
TICKETMASTER CORPORATION
By:	/s/ TERRY BARNES Terry Barnes
Its:	President and Chief Executive Officer

9

QuickLinks

Information marked [XXX CONFIDENTIAL TREATMENT REQUESTED] has been omitted pursuant to a request for confidential treatment. Such omitted information has been filed separately with the Securities and Exchange Commission.
[LETTERHEAD] November 13, 1998

EX-10.2

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.2

DEVELOPMENT AND SERVICES AGREEMENT

    This Development and Services Agreement (the "Agreement") is made and entered into as of June 28, 1996 by and between Ticketmaster Multimedia Holdings, Inc., a Delaware corporation, with offices at 3701 Wilshire Blvd., Los Angeles, California 90010 ("Company") and Starwave Corporation, a Washington corporation with offices at 13810 S.E. Eastgate Way, Suite 400, Bellevue, Washington 98005 ("Provider"), upon the following terms and conditions:

1.0 Background; the Project

    1.1 Company desires to have delivered and implemented a custom, turnkey, integrated, multi-user network, transactional web site (hereinafter referred to as the "System") for use by Company on the TM Web Site. The System must, among other things, effectively interface with Company's ticketing system (the "TM System").

    1.2 In its consultations with Company and after a mutual determination of system requirements, Provider has represented, among other things, that, with Company's cooperation, it could provide Company with the System, defined in Section 1.1 above, that would meet Company's requirements, and that Provider would deliver, install and test the System, and provide conversion, training, and support services (the "Project"), all as defined and described herein.

    1.3 In reliance upon Provider's recommendations, and subject to the terms and conditions of this Agreement, Company engages Provider to perform the Project and to provide other software and services as Company may request from time to time on an ongoing basis during the term of this Agreement.

2.0 Definitions

    The following definitions shall apply to this Agreement:

    2.1 "Company Net Profits" means gross revenues actually received by Company and the other TM Subsidiaries directly from the on-line sale of merchandise to consumers on the TM Web Site, less (a) any shipping/handling charges (including insurance) collected by Company and the other TM Subsidiaries in connection with the sale of such merchandise and (b) direct costs of the sale of such merchandise, including, without limitation, the invoiced cost of such merchandise, costs of developing, operating and maintaining the TM Web Site, packaging costs, chargebacks, returns, refunds, credit card company charges, selling incentives and commissions directly connected with the sale of the merchandise, billing errors, doubtful accounts, marketing costs directly and exclusively associated with the sale of the merchandise and applicable taxes; provided that such direct costs shall not include overhead charges such as the general and administrative expenses of Ticketmaster Corporation.

    2.2 "Company Source Content" means all content delivered by the Company in connection with or related to the TM Web Site, including, without limitation, all text, photographs, sound audio and video segments, animation, databases, screen displays, graphics, charts, tables or any other content or documents (including all literary and statutory rights thereto).

    2.3 "Confidential Information" means all financial records and financial information regarding the parties, technical information regarding the parties' products or business, design, development, production, and sales processes (provided they can be shown to be unique and proprietary), consumer and distributor lists, all Company's business records, all Company's consumer records, all Company's sales data and history, Provider's proprietary software, Company's proprietary software, and any other information or documentation covered by Section 17.1 below.

    2.4 "Copyrights" shall mean any of the copyrights owned by Provider or Company for use on or with the Software, whether registered or unregistered.

    2.5 "Documentation" shall mean all information including, but not limited to, user manuals, handbooks, operating instructions, technical data or other materials (whether in human or machine-readable form) relating to the Licensed Software, including any updates or revisions to such materials.

    2.6 "Domain Name" means a name associated with a specific address for a computer server registered with InterNIC for use on the Internet.

    2.7 "Existing TM Web Site" means the web site currently available on the World Wide Web portion of the Internet through the Company and/or a TM Subsidiary, which web site is or was operated and maintained by Provider on behalf of one or more of the TM Subsidiaries on the Web Server.

    2.8 "Hardware" shall mean the equipment recommended by Provider necessary to run the Software. The term "Hardware" shall also include all related operating system software.

    2.9 "Inventions" shall mean any idea, design, concept, technique, invention, discovery, or improvement, regardless of patentability.

    2.10 "Know How" shall mean all trade secrets and information relating to the Licensed Software in the possession of Provider, including that comprised in designs, drawings, specifications, manuals or materials that enable one to use technology and used by Company to carry out its obligations under this Agreement.

    2.11 "Licensed Materials" means any materials or elements not owned by Provider or Company, of whatever nature (including computer programs) created for or furnished to Provider by third parties and that are used by Provider to create the TM Web Site.

    2.12 "Licensed Software" shall mean any and all software related to the TM Web Site, in object code and/or in source code form, which was or is developed by Provider and/or its licensors (if applicable), and is provided to the Company by Provider as Works for Hire (as described in Title 18 USC et. seq., "The United States Copyright Act") for use in connection with and/or on the TM Web Site and all functions contained therein. All Software documentation and support materials shall be deemed part of the Licensed Software. Provider Technology shall be owned though licensed by the Provider to Company as limited by paragraph 2.18 below. In no event shall Provider have any right, title or interest in or to any TM procedures and/or methodologies incorporated in any programs at the Company's direction including, but not limited to, transactional protocols.

    2.13 "Marks" means the marks "TICKETMASTER" and any other trademarks or service marks or Domain Names or URLs used on or in connection with or associated with the Web Pages or the TM Web Site or owned by Ticketmaster Group, Inc. and/or the TM Subsidiaries.

    2.14 "Nonconformity" means a design error, design defect, functional defect, programming error or anomaly and/or deviation.

    2.15 "On-Line Revenue" means gross service charge revenues actually received by Company and the other TM Subsidiaries directly from service charges collected by Company and the other TM Subsidiaries from selling tickets to the public on line on the TM Web Site, less (a) applicable taxes, (b) refunds, (c) rebates, (d) credit card processing fees, and (e) shipping and handling charges.

    2.16 "Proprietary Rights" shall mean the Trademarks, Copyrights, trade secrets, Know-how, Inventions (whether patentable or not) and Confidential Information, collectively.

    2.17 "Provider Royalty Period" means the period during which Provider is entitled to royalty payments of the Agreement, as set forth in Section 9.0.

    2.18 "Provider Technology" means those programs of the Licensed Software and any and all intellectual proprietary rights contained in and related thereto to which are listed in Exhibit "A"

2

attached hereto and incorporated by reference in this Agreement. Notwithstanding this provision or any other provision contained in this Agreement, the Company may modify, enhance and maintain the Provider Technology for use in conjunction with the TM Web Site. In no event shall Provider Technology include any Company Source Content.

    2.19 "Software" shall mean all programming in object code, source code or any other format in accordance with the Specifications, and shall be deemed to include all Documentation that supports or relates to any or all of the foregoing.

    2.20 "Specifications" means the definition of the scope and functional characteristics of the Web Pages and TM Web Site prepared by the Company in reliance upon the Provider's recommendations and as generally described in Exhibit B.

    2.21 "Subsidiary" of a person (a "Parent") means any corporation or other entity with respect to which at least a majority of the outstanding voting power at the time is controlled, directly or indirectly, by the Parent, one or more Subsidiaries or by the Parent and one or more Subsidiaries.

    2.22 "Trademarks" shall mean, whether registered or unregistered, the trade names of each party and any other trade name, trade dress, trademarks or service marks owned by or licensed by each party for use on or with the Software, the System or the Services.

    2.23 "TM Subsidiary" or "TM Subsidiaries" means one or more Subsidiaries of Ticketmaster Group, Inc.

    2.24 "URL" means a Uniform Resource Locator, namely, an address associated with each Web Page on the Internet.

    2.25 "Web Pages" means those materials created and developed pursuant to this Agreement or in connection with the Existing TM Web Site containing Company Source Content or other materials furnished by Company to Provider for the purpose of providing a site for such files on the World Wide Web portion of the Internet via a server furnished by Provider, Company or another party.

    2.26 "Web Server" means a computer operated by Provider for making the TM Web Site and/or the Existing TM Web Site available on the Internet.

    2.27 "TM Web Site" means Company's Web Pages available on the World Wide Web portion of the Internet.

    2.28 "Works" means all of the results and proceeds of Provider's services and any materials created or developed by or on behalf of Provider pursuant to this Agreement or in connection with the Existing TM Web Site, any information or data derived or resulting from or relating to the use of the TM Web Site on the Web Server (or any other web server operated by Provider), and any copies or derivative works of any of the foregoing, in whatever physical form in which any of the foregoing may exist, but specifically excluding the Provider Technology and the Licensed Materials.

3.0 Engagement, Duration

    3.1 Company hereby engages Provider to provide the services and related materials and equipment hereinafter described at Provider's facility in Bellevue, Washington or at Company's facility in Los Angeles, California (as the parties mutually agree) and subject to all of the terms and conditions of this Agreement. Provider has commenced engagement prior to the date hereof and agrees that such prior activity, as well as, the activities it will undertake hereinafter were and shall be subject to the terms of this Agreement, and hereby accepts such engagement and agrees to make itself available and to render the services under this Agreement in a professional, high-quality and timely manner, consistent with the highest computer software development industry professional standards. Provider

3

agrees to provide services, as reasonably requested, during the Provider Royalty Period for changes (including, but not limited to, updates and upgrades) reasonably requested by Company.

4.0 Development and TM Web Site Operations

    4.1 Development.

    4.1.1  Provider has in the past provided and shall continue to provide professional consulting, creative, writing, design and computer programming services in connection with the development of Company's Web Pages and the TM Web Site, as well as such other services, materials, and equipment as are customarily provided in connection with such consulting, creative, design and programming activities or as may be required or directed by the Company from time to time; provided, that all creative and design work shall be subject to the prior written approval of Company and provided, further, that all new creative and design work requested by Company after Final Acceptance shall be subject to the prior approval of each of the parties. Such services, materials and equipment shall include, without limitation:

    4.1.1.1  Designing, creating and testing Web Pages and the TM Web Site, which shall contain, without limitation, the content of the site, menus, cross-references, hypertext, other organizational features, screen layouts, screen displays, operational control features, security features and the other features, and computer source code and object code related to the development and implementation of these elements;

    4.1.1.2  Providing technical and creative assistance, materials and services to upgrade or modify Web Pages and TM Web Site;

    4.1.1.3  Developing and implementing plans to promote and publicize the TM Web Site in appropriate forums, such as indexing services and USENET groups;

    4.1.1.4  Providing general technical and support services for the operation of the TM Web Site on the Internet on the Web Server;

    4.1.2  If any Nonconformities are discovered, Provider will immediately correct such Nonconformities at Provider's cost and expense.

    4.2   TM Web Site Operations. Provider has in the past provided and shall continue to provide all services and equipment necessary to install, maintain, and support the TM Web Site over the Web Server and make the TM Web Site available to Internet users. Such service and equipment shall include:

    4.2.1  Installing and, if necessary, converting, Company's Web Pages for use on the Web Server such that Company's Web Pages are readily available on the World Wide Web portion of the Internet utilizing all regularly used versions of all major commercially available browsers;

    4.2.2  Furnishing a Web Server running SPARC 20 connected to a TI or faster communications !ink provided to Company with sufficient minimum disk space for storage of the TM Web Site and Web Pages on the Web Server;

    4.2.3  Providing all computer, communications and other equipment necessary for the Web Server to access the Internet on a continual basis;

    4.2.4  Training of Company personnel at Company's Los Angeles, California facility for the purpose of internal content creation and updates;

    4.2.5  Forwarding to the E-mail address specified by Company on a daily basis any comments or other communications from the TM Web Site designated for Company;

4

    4.2.6  Correcting any errors to the TM Web Site caused by Provider within twenty-four (24) hours of Provider's knowledge of such errors; and

    4.2.7  Creating an environment (a working Web Page) for Company to be able to send and receive documents (such as by Standard Internet File Transfer Protocol [FTP]) as well as for the purpose of Company updating Web Pages and the TM Web Site.

    4.3 Transitioning of Development and Operations to the Company. Provider shall transition and migrate responsibility for the development, operation and maintenance of the Web Pages, the TM Web Site and the Existing TM Web Site to Company in an orderly and efficient manner, without interruption or disruption of service to the end-user (the "Transition"). Such Transition responsibilities shall include, without limitation:

    4.3.1  provide training to Company personnel at Company's Los Angeles, California facility necessary to effect the Transition;

    4.3.2  migrate the TM Web Site to Company's web server(s);

    4.3.3  provide general technical and support services for the operation of the TM Web Site on the Internet on Company's web server(s);

    4.3.4  provide technical services to upgrade or modify Company's Web Pages on the TM Web Site or web pages;

    4.3.5  promptly upon request of Company, deliver to Company all Works and all Company Source Content;

    4.3.6  cooperate with Company in conducting tests of any hardware or software; and

    4.3.7  provide all then-current user guides, installation guides, narrative descriptions, specifications, file lay-outs, logic flow diagrams, test or other data, test programs and other information that is owned, used or held by Provider in connection with performance of its obligations under this Agreement.

Company will use reasonable best efforts to cooperate with Provider in connection with Provider's obligations under this Section 4.3.

5.0 Project Management

    5.1 Company and Provider have each designated one individual to serve as "Project Manager" and may from time to time designate in writing replacement Project Managers. Except as otherwise described herein, the Project Managers will be deemed to have authority to perform the management duties described in this Agreement, and give and receive any notices or other communications required hereunder. All communications relating to Sections 4.0 through 8.0 shall initially be conducted through the parties' Project Managers.

    5.2 In addition to the foregoing, Provider's and Company's Project Managers and other appropriate personnel as necessary will meet to discuss any matters that relate to the performance of this Agreement, as might reasonably be requested from time to time by either party.

6.0 Personnel; Resources

    6.1 Provider shall exercise due diligence to maintain an adequate number of trained, competent personnel to perform its duties under this Agreement and for future support.

    6.2 During the course of the Project and during the Provider Royalty Period, if Company notifies Provider that an employee of Provider or any third party personnel who perform services in connection with the Project at Company's premises, does not adequately perform responsibilities assigned to that

5

individual or lacks the ability or skills (including, without limitation, interpersonal skills) needed to fulfill his or her tasks related to the Project, then Provider shall take such actions as necessary to substantially improve such person's conduct or performance, or at Company's request, and at no cost to Company, Provider shall replace such individual with an individual who reasonably meets Company's qualifications.

    6.3 When a party's personnel are located at the other party's facilities, the hosting party will, at no charge to the other party, provide such personnel with a work environment reasonably suitable for those persons to perform their assigned responsibilities. Each party shall provide the other party with reasonable advance notice of any visiting personnel.

7.0 Project Change

    7.1 During the Project and the Provider Royalty Period, if either party wishes to make changes to the Licensed Software, or change any component thereof (collectively referred to as a "Change"), both parties shall comply with the procedures set forth in Sections 7.2 through 7.5 inclusive.

    7.2 The Company Project Manager, when requesting a Change, will submit in writing to the Provider's Project Manager the requested Change and any other information to be provided thereon for the consideration and implementation of such Change.

    7.3 If the Change is initiated by Company:

    7.3.1  Provider will evaluate such Change Request and will respond to Company's Project Manager in writing within five (5) days following receipt of the Change Request. Provider's response will include a statement of the availability of Provider's personnel and resources and any required adjustment to the Project. There shall be no further costs or charges for reasonably requested changes during the Provider Royalty Period.

    7.3.2  Should Company elect to pursue such Change Request, Company will, within five (5) days after receiving Provider's response and Resulting Changes, authorize Provider to implement the Change by returning to Provider's Project Manager a copy of the Change Request and Provider's response with the Resulting Changes executed by Company's Project Manager. Upon such authorization by Company, Provider will commence performance in accordance with such Change Request and Resulting Changes.

    7.4 In addition to any Change, the parties may utilize the procedure set forth in these Sections 7.1 through 7.5 inclusive to amend the Project as a result of any unforeseen Project problem.

    7.5 Each Change Request fully executed by both Project Managers shall be deemed incorporated into, and will constitute a formal amendment to, this Agreement.

8.0 Final Acceptance

    8.1 After Project completion, Provider shall install the Software on the Hardware and demonstrate and test the Software in accordance with the objective performance criteria to determine whether or not the Software or the applicable part thereof is free of material defects and operates in all respects in conformity with the Specifications.

    8.2   If the Software is not free of material defects or does not operate in all respects in conformance with the Specifications, then Company shall promptly notify Provider of any Nonconformity. Provider shall exercise due diligence to correct any Nonconformity, and shall again demonstrate and test the Software until it is free of defects and operates in all material respects in conformance with the Specifications. This process shall continue until Company accepts the Project. Unless specific notice is delivered to Provider by Company by September 1, 1996, setting forth

6

nonacceptance, then Company shall be deemed to have accepted the Project as of said date, subject to latent defects and the terms and conditions of this Agreement.

9.0 Compensation

    In exchange for all services, materials and equipment and all rights and licenses granted by Provider to Company under this Agreement, Company agrees to compensate Provider as follows:

    9.1 A royalty payment of five percent (5%) of On-Line Revenues of Company during the period of time beginning on the date of the first commercial on-line transaction consummated through the TM Web Site (i.e. August 1, 1996) and ending on July 31, 2003 (the "Provider Royalty Period").

    9.2 A royalty payment of ten percent (10%) of Company Net Profits actually received by Company during the Provider Royalty Period.

    9.3 A royalty payment in the amount of twenty percent 20% of the service charges, not to exceed $0.75 per ticket, for all tickets for sporting events sold on-line in Provider's ESPNET Sportszone web site during the Provider Royalty Period.

    9.4 During the period commencing on August 1, 1996 and ending on January 31, 1997 (the "Stub Period"), Provider shall be entitled to receive from Company on the last day of the Stub Period a minimum royalty payment equal to $50,000.00. During each contract year hereof, beginning with August l, 1996 and ending on July 31, 2003, Provider shall be entitled to receive from Company minimum royalty payments of One Hundred Thousand Dollars ($100,000.00), payable to Provider (except as set forth in the prior sentence) in quarterly installments of Twenty-Five Thousand Dollars ($25,000.00) on the last day of each fiscal contract quarter commencing on March 31, 1997. All amounts due pursuant to this Section 9.4 will be paid as provided in this Section. Any amounts paid by Company to Provider pursuant to this Section 9.4 shall be credited against amounts otherwise payable by Company to Provider pursuant to Sections 9.1 and 9.2 hereof, so that if, for example, in any contract year during the Provider Royalty Period, the amount of royalty payments to which Provider is entitled pursuant to Sections 9.1 and 9.2 above total $150,000.00, then Company shall be required to make a payment of $50,000 to Provider in addition to the payments it has made to Provider under Section 9.4 hereof.

    9.5 At Provider's written request, delivered to Company within thirty (30) days following the end of any fiscal year of the term hereof, and at Provider's sole cost, Company shall deliver to Provider a letter from Company's auditor validating that Company's calculation of the royalty payments due to Provider for said fiscal year is accurate in all material respects.

10.0 Ownership and Assignment of Rights

    10.1 Company acknowledges that except as otherwise provided herein, it shall have no right, title or interest in or to the Provider Technology.

    10.2 The Works and all rights therein (including title to the physical objects), of whatever nature, including, without limitation, any patent, trade secret, trademark or service mark rights (and any goodwill appurtenant thereto), any rights of publicity, and any right, title and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect in the United States or in any other country or countries, shall be owned by Company immediately from inception subject to the license granted in Section 11.1 and shall constitute works specially ordered or commissioned as works made for hire under the United States Copyright Act. Without limiting any of the foregoing, Provider hereby assigns and transfers to Company all rights that Provider may have, of whatever nature, including, without limitation, any patent, trade secret, trademark or service mark rights (and any goodwill appurtenant thereto), any rights of publicity, and any right, title and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and

7

effect in the United States or in any other country or countries, in and to the Works, together with ownership of all physical copies thereof, without condition, limitation, or reservation. Company may add to, subtract from, arrange, rearrange, revise, modify, change, and adapt the Works and any part or element thereof in its sole and absolute discretion and Provider hereby irrevocably waives all of its rights under the United States Copyright Act, including any rights provided in 17 U.S.C. § 106, for any and all purposes for which the Works may be used, and any rights of attribution and integrity conferred by 17 U.S.C. § 106A or any other "moral rights of authors" with respect to the Works and any uses thereof to the full extent now or hereafter permitted by the laws of the United States or the laws of any other country or countries for any and all purposes for which the Works may be used. Notwithstanding the foregoing, Company acknowledges that Provider may incorporate the Provider Technology in the Works and Company's ownership of the Works shall not abrogate Provider's interest in such Provider Technology.

    10.3 Subject to paragraph 12.1.12 of this Agreement, Provider agrees to obtain and furnish to Company all appropriate assignments, licenses, waivers and releases from all persons who created or furnished the Licensed Materials or who otherwise might claim any rights in the Licensed Materials, which assignments, licenses, waivers and releases shall assign and transfer to Company all rights that such persons may have, of whatever nature (and in no event less than the equivalent rights granted by Provider to Company in paragraph 10.2 above), in and to such Licensed Materials, or Provider otherwise shall have secured from each person a paid up, royalty-free nonexclusive right and license granting to Company irrevocably and unconditionally and in perpetuity the right throughout the universe to copy, distribute, transmit, display, perform, create derivative works, and otherwise use and exploit the Licensed Materials in whole or in part, including, without limitation, the right to add to, subtract from, arrange, rearrange, revise, modify, change and adapt the Licensed Materials and any part or element thereof, and the right to permit others to do any of the foregoing, in connection with Company's Web Pages and TM Web Site and any modification, upgrade or version thereof, and their use on any server, and any promotion, advertising or marketing relating thereto.

    10.4 Provider agrees that the Marks and any goodwill appurtenant thereto shall be owned exclusively by Company and shall inure solely to the benefit of Company. Nothing in this Agreement shall give Provider any right, title or interest in the Marks, and Provider will not at any time challenge or take any action inconsistent with Company's ownership of the Marks or any registration thereof anywhere in the world.

    10.5 Company shall have the right, in its sole discretion, to prosecute and control any dispute or litigation involving any claims that a third party has infringed any of the Works or the Marks. Provider shall have the right, in its sole discretion, to prosecute and control any dispute or litigation involving any claims that a third party has infringed any of the Provider Technology, expect to the extent that any such claim affects Company's rights in, or to the use of, the Provider Technology, the Licensed Software and/or the TM Web Site.

    10.6 Each party agrees that, upon the other party's request and expense, that it will promptly execute, acknowledge, and deliver to such other party or its designee such documents as such other party may deem necessary to evidence, record, or effectuate any of such other party's rights or registrations or any of the agreements, assignments, licenses, releases and waivers hereunder.

    10.7 Neither party shall dispute or impugn the validity or enforceability of, or the other party's right to use and control the use of, any of the other party's Proprietary Rights, nor shall either party act or permit action in any way that would impair the rights of the other party in and to such Proprietary Rights.

    10.8   Neither party shall apply for registration of any of the other party's Proprietary Rights or of any mark confusingly similar thereto. Should a party elect to apply for registration of one or more of

8

its Proprietary Rights, and, in such event, the other party will assist and cooperate with the applying party's application in connection therewith.

11.0 Licenses

    11.1 Provider hereby irrevocably and unconditionally grants to Company in perpetuity, and the Company hereby accepts, a nonexclusive limited right and license throughout the universe to copy, distribute, transmit, display, perform, and otherwise use and exploit the Provider Technology, in whole or in part, in connection with the TM Web Site, for itself, its affiliates and its agents and clients linked to the Company's Web Server with respect to the ordering, sale and distribution of the Company's and its clients' products and services, including, without limitation, the right to arrange, rearrange, revise, change, adapt, alter, modify and create derivative works of the Provider Technology.

    11.2 Company hereby grants to Provider from the date hereof through acceptance, and Provider hereby accepts, the limited, nonexclusive right and license to copy, distribute, transmit, display, perform, create derivative works and modify the Works, any Company Source Content or other materials furnished by Company to Provider pursuant to this Agreement, provided, however, such license is limited and is valid solely for the purpose of rendering Provider's services under this Agreement. Such limited right and license shall extend to no other materials, including but not limited to transactional protocols, or for any other purpose and shall terminate automatically upon the termination of this Agreement for any reason. Any such modification or use shall inure solely to Company's interest and Company shall have sole right, title and interest in and to any such modifications and/or use.

12.0 Representations, Warranties and Other Obligations

    12.1 Provider represents and warrants to and covenants with Company as follows:

    12.1.1  All services rendered by Provider in connection with the Project (defined herein), including but not limited to, the recommendation, selection and procurement of third-party software and third-party hardware; custom software development; system integration, and system implementation, will be performed by qualified personnel (Provider Project Personnel) with the highest degree of care and skill, in a diligent and professional manner.

    12.1.2  Provider Project Personnel shall have the requisite expertise and ability to perform the tasks assigned to them under this Agreement.

    12.1.3  The Licensed Software, the Software and the System, and all portions or components thereof, shall be free of material defects, malfunctions or Nonconformities and operate in all respects in conformance with the Specifications to acceptance and for a period of three years from the date of acceptance.

    12.1.4  The Licensed Software, the Software and all components thereof will operate on the Hardware and all components of the System, will be fully compatible with each other, and shall operate together as a fully integrated turnkey System. Further, Company's data and information as it currently exists on Company's data processing information system is capable of being converted to operate with the Software.

    12.1.5  The System will have the functions, features, and capabilities, and meet Company performance requirements.

    12.1.6  Provider has full corporate authority to execute and deliver this Agreement and to consummate the transactions hereby in the manner contemplated herein and this Agreement will not violate any other agreement to which Provider is a party. Provider shall not enter into any agreement that would be inconsistent with the terms hereof.

9

    12.1.7  The Licensed Software, the Software, the System, or any portion thereof, does not contain any timer, clock, counter or other limiting design or routine which causes the Licensed Software, the Software, the System (or any portion thereof), to become erased, inoperable, impaired, or otherwise incapable of being used in the full manner for which it was designed and licensed (including without limitation any design or routine that would impede copying thereof) after being used or copied a certain number of times, or after the lapse of a certain period of time, or after the occurrence or lapse of any other triggering factor or event. Furthermore, none of the Software, the System, or any portion thereof, contains any limiting design or routine which causes any of the same to be erased, become inoperable, impaired, or otherwise incapable of being used in the full manner for which it was designed and licensed pursuant to this Agreement solely because any of the same has been installed on or moved to a central processing unit or system which has a serial number, model number, or other identification different from that on which the Software was originally installed.

    12.1.8  No broker's fees or commission fees are due or payable to any third party in connection with this Agreement.

    12.1.9  The Licensed Software, Software, System, Hardware, and third party software provided, and the services rendered in connection with this Agreement will not violate or in any way infringe any rights of third parties including without limitation, property, contractual, employment, proprietary information or non-disclosure rights, or any copyright, patent, trademark, trade secret, any Proprietary Rights or other proprietary rights. Provider and Company agree to cooperate and exchange such information as necessary to defend against such claims.

    12.1.10  The System will be (a) capable of generating such reports as to enable Company to comply with all applicable federal and state regulatory and reporting requirements, and (b) when necessary, permit Company to add language to such reports and forms in order to comply with any such requirements.

    12.1.11  Provider owns or has the right to use the Provider Technology in the manner contemplated by this Agreement and, to Provider's actual knowledge, neither the Works nor the Provider Technology violates or infringes any copyright, patent, trademark or service mark, or trade secret right, any right of privacy or publicity, or any other right, of whatever nature, of anyone, or violates any applicable law.

    12.1.12  Whenever Provider intends or proposes to use any materials or elements which, if used, would constitute Licensed Materials, Provider shall, prior to any such use, notify Company in writing of such intended use and describe in detail in such notice the nature of the proposed materials or elements and the terms of any license or conditions for the use of such materials or elements. If Company does not object to the use of the materials or elements described in the notice within 7 business days of Company's actual receipt of such notice, Provider may use such materials or elements as Licensed Materials for purposes of this Agreement. Company, at its sole option and in its sole discretion, may elect to waive all or part of the provisions of Sections 10.3 or 12.1.12 of this Agreement with respect to any particular Licensed Materials or otherwise set terms for the conditions of the use of such Licensed Materials that are less than those specified in Sections 10.3 and 12.1.12.

    12.1.13  All goods and services provided pursuant to this Agreement will operate and will meet the Specifications and will be new.

    12.1.14  Provider shall furnish to Company from time to time promptly upon Company's request copies of the Web Pages, the Works, and any supporting documentation relating to the same, in Provider's possession, custody or control.

10

    12.1.15  If at any time Provider has actual knowledge that anyone is infringing or violating any rights in or to the Works, the Web Pages and/or the Marks, Provider shall promptly notify Company in writing of all facts known to it giving rise to such belief.

    12.2   The provisions of this Section shall survive the termination or expiration of this Agreement.

    12.3 Company represents and warrants to and covenants with Provider as follows:

    12.3.1  Company is free and able to enter into this Agreement, to furnish the materials and to grant the rights and licenses provided for in this Agreement, and Company is not subject to any conflicting obligations that will or might prevent Company from furnishing such materials or to grant the rights and licenses provided for in this Agreement.

    12.3.2  All of the Company Source Content or materials or elements (including, without limitation, film clips, music, narration, text, illustration software and all other elements) furnished by Company to Provider under this Agreement will not violate or infringe any copyright, patent, trademark or service mark, or trade secret rights or fight of privacy or publicity or any other personal, moral, contract or property right, of whatever nature, of anyone, or violate any applicable law.

    12.3.3  Company has full corporate authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and this Agreement will not violate any other agreement to which Company is a party. Company shall not enter into any agreement that would be inconsistent with the terms hereof.

    12.3.4  No broker's fees or commission fees are due or payable to any Third Party or any other third party, in connection with this Agreement.

13.0 Indemnification

    13.1 The parties agree that, upon the other's written request, to defend, indemnify and hold harmless the other and any of the other's officers, directors, employees, agents, successors and assigns from and against any and all liabilities, losses, damages, claims, demands, costs, judgments and expenses (collectively, "Claims"), including reasonable attorneys' fees, arising out of or relating to any breach or alleged breach of any of its own representations and warranties, covenants or agreements contained in this Agreement.

    13.2 The parties agree to (a) promptly notify the indemnifying party in writing of any Claim of which the indemnified party is aware that is subject to indemnification by the indemnifying party, (b) give the indemnifying party the opportunity to defend or negotiate a settlement of any such Claim at the indemnifying party's sole expense, and (c) reasonably cooperate with the indemnifying party, at the indemnifying party's sole expense, in defending or settling such Claim. If the indemnifying party does not assume the defense of a Claim after being given notice of the existence thereof within ten (10) days from the date of receipt of such notice, the indemnified party may assume the defense and settlement of that Claim.

14.0 Termination

    This Agreement will expire at the conclusion of the Provider Royalty Period (and warranty periods, as applicable), unless earlier terminated as follows:

    14.1 Company may terminate this Agreement (including the obligation of Company to make any further payments to Provider under Section 9.0 hereof) upon written notice to Provider if Provider has materially breached this Agreement and such breach has not been cured within 15 days after actual receipt by Provider of a written notice from Company specifying the particulars of the alleged material breach.

11

    14.2 Provider may terminate this Agreement upon written notice to Company if Company has materially breached this Agreement and such breach has not been cured within 15 days after actual receipt by Company of a written notice from Provider specifying the particulars of the alleged material breach.

    14.3 A party may terminate this Agreement upon written notice to the other in the event the other party (a) makes an assignment for the benefit of creditors, (b) files or has filed against it a petition in bankruptcy, reorganization, insolvency or similar proceeding (and if filed against it, such petition is not removed within sixty (60) days), (c) discontinues its business, or (d) a receiver is appointed for the benefit of creditors.

    14.4 The provisions of Sections 9.0 (subject to Section 14.1 above), 10.0, 11.1, 12.0, 13.0, 15.0, 16.0, 17.0, 18.0 and 19.0 shall survive the expiration or termination of this Agreement.

15.0 Rights on Termination

    15.1 In the event of the discontinuance of any of Provider's services or of this Agreement for any reason, Company may take possession of all copies of the Web Pages and the Works, and at least one copy of the Provider Technology and the Licensed Materials, all of which Provider agrees to deliver to Company promptly upon Company's request, notwithstanding any dispute between Company and Provider. This obligation of Provider shall be in addition to, and not in lieu or limitation of, any other obligation Provider may have and shall not limit any other right or remedy that Company may have, including, but limited to, an action for specific performance due to the uniqueness of the Licensed Software and the Software and Documentation and the irreparable harm that would be caused all hereby acknowledged by Provider.

    15.2 Upon the termination of this Agreement for any reason, any rights and licenses granted by Company to Provider shall immediately terminate and revert to Company.

16.0 Limitation on Remedies

    16.1 In the event Company fails to pay any amount due to Provider under this Agreement or otherwise breaches this Agreement, Provider's sole remedy for such failure to pay or such breach shall be an action at law for damages, if any. Under no circumstances shall Provider be entitled to any injunctive relief against Company or to enjoin or restrain any use of the Works or any derivative works thereof or any of Company's Web Pages or the TM Web Site, as the result of any such failure to pay or breach, nor shall such failure to pay or breach, rescind, cancel, void, terminate, or affect in any way Provider's agreements, assignments, releases, and waivers in this Agreement.

    16.2 Notwithstanding the provisions of Section 13.0, no party hereto shall be liable to the other for any indirect, consequential or special or exemplary damages such as loss of revenue or anticipated profits or lost business arising from any interruption or delays in operation or transmission of the Web Server caused by either party's inadvertent acts or caused by events beyond either party's reasonable control, including, but not limited to, communications line failures or theft.

    16.3 Company acknowledges and agrees that the Internet is not an error free network and that transmissions made on the Internet may not be completed or may contain errors or omissions. The Internet, or portions thereof, may also become inaccessible or inoperable, in whole or in part, at any time or from time to time.

    16.4 No party hereto shall be responsible for the accuracy of completeness of any information furnished to it by the other party hereto or for inaccuracies or omissions which are the result of inaccurate or incomplete information furnished to one party hereto by the other party hereto.

12

17.0 Confidentiality

    17.1 The parties acknowledge and agree that it will be necessary for each of them to disclose or make available to the other party information and materials which are confidential and proprietary and contain valuable trade secrets relating to their respective businesses, and are critical to their competitive positions in the marketplace (collectively, the "Confidential Information"). Without limitation, Confidential Information includes all financial records and financial information regarding the parties, technical information regarding the parties' products or business, design, development, manufacturing, and sales processes, customer and distributor lists, all Company's business records, all Company's customer records, and all Company sales data and history.

    17.2 Both during and after the course of performance of this Agreement, each party agrees: (a) to use its best efforts to protect the Confidential Information of the other party from unauthorized use or disclosure and to use at least the same degree of care it uses to protect its own Confidential Information of a like nature; (b) to use the Confidential Information of the other party only as permitted under this Agreement; (c) not to reproduce the Confidential Information of the other party in any form except as permitted under this Agreement; (d) not to disclose or otherwise permit access to the Confidential Information of the other party to any third party, without the other party's prior written consent and then only to the extent reasonably required to accomplish the intent of this Agreement; (e) to ensure that its employees participating in the performance of this Agreement are advised of the confidential nature of the Confidential Information of the other party, that they are prohibited from using or copying the Confidential Information of the other party for any purpose other than performing their obligations under this Agreement, from revealing the Confidential Information of the other party for any purpose whatsoever and from taking any action prohibited to either party under this Section 17.0.

    17.3 Neither party shall disclose the terms and conditions of this Agreement to any third party except as permitted under Section 17.2 above, required by law, or by governmental regulations, requirement or order, or as may be necessary to establish or assert its rights hereunder, or unless mutually agreed upon by the parties.

    17.4 Information will not be considered to be Confidential Information if it: (a) is already, or otherwise becomes, publicly known by third parties other than by an act or omission of the receiving party; (b) subsequent to disclosure hereunder, is lawfully received from a third party having the right to disseminate the information without restriction on disclosure; (c) is furnished to others by the disclosing party without restriction on disclosure; or (d) can be shown by the Receiving Party (as defined below) to have been independently developed by such party (without the use of the other party's Confidential Information) prior to the execution of this Agreement.

    17.5 Each party will notify the other promptly in writing of any circumstances of which it has knowledge surrounding any possession, use or knowledge of the Confidential Information of the other party, or any part thereof, by any person or entity other than those authorized hereunder.

    17.6 Upon the request of the disclosing party, the other party will promptly return to the disclosing party the Confidential Information of such party unless expressly authorized to make use of such Confidential Information under this Agreement.

    17.7 Provider will promptly place a copy of the Licensed Software in its source code format into escrow subject to the terms of an escrow agreement, which document shall govern the maintenance and release of such source code. The exact terms of said escrow agreement shall be agreed upon by Company, Provider and the escrow agent, and said agreement shall be executed as soon as possible following the Effective Date. Provider agrees to update, enhance, or otherwise modify such escrowed source code promptly upon its release of a new version of the Licensed Software to its other licensees.

13

    17.8 No public statements concerning the existence or terms of this Agreement shall be made or released in any medium except with the prior approval of Company and Provider or as required by law which approvals will not be unreasonably withheld or delayed.

    17.9 Subject to Section 11.1 hereof, any party hereto which receives (the "Receiving Party") Confidential Information from a disclosing party (the "Disclosing Party"), agrees that it shall, at the request of the Disclosing Party, or after termination of this Agreement (and except as otherwise stated herein to the contrary): (a) promptly return all Confidential Information held or used by the Receiving Party in note, memorandum, print, letter, report, tape, diskette or other form, or (b) at the election of the Disclosing Party, promptly destroy all such Confidential Information, including all copies thereof.

    17.10  In view of the difficulties of placing a monetary value on the Confidential Information, the Disclosing Party shall be entitled to a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of the provisions of this Section 17.0 or further unauthorized use of its Confidential Information. This remedy is separate from any other remedy the Disclosing Party may have under this Agreement, at law or otherwise.

18.0 Intellectual Property Rights

    18.1 All Proprietary Rights will remain the exclusive property of such party, whether or not specifically recognized or registered under applicable law. Neither party will acquire any right to the Proprietary Rights of the other party. In particular, Provider acknowledges that it has received no license in any Company trademarks or copyrighted material incorporated into the System or otherwise used to complete this contract. Provider will not use any such trademarks or reproduce any such copyrighted material.

    18.2 In addition to the other rights and remedies set forth herein, Provider agrees to defend, indemnify, and hold Company harmless from liability arising solely out of any claim that Company's use of the Software or the System as authorized by this Agreement infringes upon a United States copyright or violates the trade secret of any third party, provided Company shall promptly notify Provider in writing of such action and Provider authority, information, and assistance for the defense of such suit or proceeding. In the event that any such claim of infringement is made or threatened, or injunctive relief is granted to claimant, Provider shall, at its sole option, use reasonable efforts: (a) to obtain the right for Company to continue the use of the Software and the System; (b) to substitute other software of like capability; or (c) to modify the Software or the System to render it noninfringing while retaining like capability.

    18.3 Provider shall not make available to any customer or other third party its TM Web Site software or any similar software which incorporates or includes any technology specifically developed for Company pursuant to this Agreement. Further, Provider agrees that at no time following acceptance of the Project shall Provider make available for general use by any customer or other third party its TM Web Site software or any other software except as listed in Exhibit A to this Agreement.

19.0 Miscellaneous Provisions

    19.1 This Agreement cancels and supersedes all prior agreements and understandings between Company and Provider relating to the subject matter hereof, and contains all of the terms, conditions, and promises agreed to by Company and Provider relating to the subject matter hereof. No modification of any provision of this Agreement shall be valid or binding unless made in writing and signed by the party whose rights and obligations will be affected by the modification. The parties explicitly acknowledge and agree that neither has executed this Agreement in reliance upon any representation or statement made by the other that is not expressly contained in this Agreement.

14

    19.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permissible assigns.

    19.3 Neither party may assign any of its rights and obligations herein to anyone without receiving the prior written permission of the other.

    19.4 The failure of a party to exercise the rights granted to it upon the occurrence of any default or breach shall not constitute a waiver of any such right by such party upon a reoccurrence of the same or a similar breach or default or the occurrence of any other default or breach.

    19.5 Any notice, request or communication required or provided to be given under this Agreement shall be in writing and shall be sufficiently given and shall be deemed given when delivered personally, when mailed by certified or registered mail return receipt requested, postage prepaid or by facsimile transmission (with electronic acknowledgment of receipt), addressed as follows:

To Company:	Ticketmaster Multimedia Holdings, Inc. 3701 Wilshire Blvd., 6th Floor Los Angeles, California 90010 Attention: Fredric D. Rosen Ned S. Goldstein Facsimile: 213/382-1146
With a copy to:	Neal, Gerber & Eisenberg Two North LaSalle Street, Suite 2200 Chicago, Illinois 60602 Attention: Michael A. Pucker Facsimile: 312/269-1747
To Provider:	Starwave Corporation 13810 S.E. Eastgate Way, Suite 400 Bellevue, Washington 98005 Attention: Michael B. Slade Facsimile: 206/957-2009
With a copy to:	Starwave Corporation 13810 S.E. Eastgate Way, Suite 400 Bellevue, Washington 98005 Attention: Alex Alben Facsimile: 206/957-0364

or to such other party at such other address as such party, by notice given as herein provided, shall designate. Any notice given in any other manner shall be effective only upon actual receipt by the addressee.

    19.6 This Agreement shall be governed by and interpreted in accordance with and pursuant to the laws of the State of California applicable to agreements made and wholly to be performed therein (except as to any applicable federal intellectual property laws or bankruptcy laws). The parties hereby submit to the jurisdiction of, and waive any venue objections against, the trial courts in Los Angeles, California or in the United States District Court for the Central District of California and each party unconditionally agrees that it is personally subject to the jurisdiction of any such court for purposes of this Agreement, including entry or enforcement of any judgment.

    19.7 The prevailing party in any dispute with respect to the meaning or enforceability of this Agreement, or the enforcement of any provisions thereof shall recover from the other party all reasonable costs and expenses, including, without limitation, reasonable attorneys' fees. Without limiting

15

the generality of the foregoing, any reasonable costs and expenses, including, without limitation, reasonable attorneys' fees, incurred in enforcing any judgment, shall be recoverable by the prevailing party as a separate item of recovery. The second sentence of this Section 19.7 is intended to be severable from the other provisions of this Agreement and shall survive any judgment and shall not be deemed to be merged into the judgment.

    19.8 The captions or titles of this Agreement or any paragraph hereof are inserted for purposes of convenience only and shall not be deemed to limit affect the scope, meaning or intent of this Agreement, nor shall they otherwise be given any legal effect.

    19.9 In the event any term or provision of this Agreement or any application thereof shall be deemed to be illegal, void, or unenforceable, then the same shall not affect the remaining portions of this Agreement or any other application of the same which are not determined to be illegal, void or unenforceable, which remaining provisions and any other such application shall survive and constitute the agreement of the parties.

    19.10  If any of a party's obligations or performances hereunder are materially interrupted or interfered with by reason of fire, flood, casualty, lockout, strike, labor conditions, unavoidable accident, national calamity, interruption or delays in operation or transmission of the Web Server, communications line failures, mechanical or other breakdown of electrical or sound equipment or plant, riot, so-called "act of God", or by any enactment of law, or by order of any legally constituted authority, or by any other similar cause (collectively, "Unavoidable Delay"), its obligations hereunder, as the case may be, shall be suspended during the period of such interruption or interference, and a period of time equivalent to the period or periods of suspension shall be added to the time of performance of this Agreement.

    19.11  The parties expressly acknowledge and agree that the provisions of this Agreement which by their express or implied terms extend beyond the termination of this Agreement shall continue in full force and effect notwithstanding the termination of this Agreement.

    19.12  The parties agree to execute acknowledge and deliver from time to time such instruments as may be necessary and proper to evidence, maintain, effectuate, or defend any and all of their respective rights, as the case may be, under any provision of this Agreement.

    19.13  Nothing in this Agreement constitutes a partnership among or joint venture between the parties hereto or constitute any party an agent of the other. No party shall hold itself out contrary to the terms of this Section 19.13, and no party shall become liable by any representation, act or omission of another party which is contrary to the terms of this Section 19.13.

    IN WITNESS WHEREOF, the parties acknowledge, represent and warrant that they have read and understand the terms of this Agreement and agree to be bound thereby.

STARWAVE CORPORATION                              TICKETMASTER MULTIMEDIA HOLDINGS, INC.

By:  /s/ [ILLEGIBLE]	By:  /s/ [ILLEGIBLE]
Title:  CEO	Title:  S.V.P.

16

QuickLinks

DEVELOPMENT AND SERVICES AGREEMENT
1.0 Background; the Project
2.0 Definitions
3.0 Engagement, Duration
4.0 Development and TM Web Site Operations
5.0 Project Management
6.0 Personnel; Resources
7.0 Project Change
8.0 Final Acceptance
9.0 Compensation
10.0 Ownership and Assignment of Rights
11.0 Licenses
12.0 Representations, Warranties and Other Obligations
13.0 Indemnification
14.0 Termination
15.0 Rights on Termination
16.0 Limitation on Remedies
17.0 Confidentiality
18.0 Intellectual Property Rights
19.0 Miscellaneous Provisions

EX-10.4

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.4

Information marked [XXX CONFIDENTIAL TREATMENT REQUESTED] has been
omitted pursuant to a request for confidential treatment. Such omitted information
has been filed separately with the Securities and Exchange Commission.

SPONSORSHIP MARKETING AGREEMENT

    Sponsorship Marketing Agreement ("Agreement"), dated as of April 1, 1999 ("Effective Date"), between Ticketmaster Corporation, an Illinois corporation, having its principal office at 3701 Wilshire Boulevard, Los Angeles, California, 90010 (together with related entities as defined in Section I hereof "Ticketmaster"), and American Express Travel Related Services Company, Inc., a New York corporation, having its principal office at American Express Tower, World Financial Center, 200 Vesey Street, New York, New York 10285 ("Amex"). This Agreement shall be deemed to include all Exhibits and Schedules attached hereto.

    WHEREAS, the intention of Ticketmaster and Amex is to form a strategic alliance and to set forth herein their agreement and understanding with respect to their formation of such strategic alliance;

    WHEREAS, the parties will enter into a relationship for a three year sponsorship agreement in the Territory (defined in Section I below), involving specific agreed-upon promotional activities and strategies and to explore synergies and use efforts to stimulate Amex Card usage and increase the volume of Ticketmaster transactions;

    WHEREAS, Ticketmaster conducts advertising and promotion in a variety of media and may expand to other media in the future including media now known or hereafter developed; and

    WHEREAS, Ticketmaster has offered to Amex, and Amex has agreed to accept, an exclusive sponsorship opportunity ("Sponsorship Opportunity"; "Sponsorship") to be, the only credit card company promoted and advertised by Ticketmaster in certain sponsorship media referred to herein;

    NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto agree as follows:

    For ease of reference, this Agreement sets forth the following provisions:

I.  Definitions

II.  The Promotion

A.

Term



B.

Consideration



C.

Marketing
Telephone Interaction
Print Promotion
Internet Promotion
Special Relationship Opportunities
Outlet Promotion



D.

Marketing Support Fund



E.

Special Cardmember Services



F.

Additional Undertakings and Conditions

III. Governing Provisions of Agreement

A.

Promotion Copy



B.

Ownership of Mailing List and Customer Information



C.

Trademarks



D.

Legal Compliance



E.

Representations and Warranties



F.

Indemnification



G.

Confidentiality



H.

Termination



I.

Limitation of Liability



J.

Force Majeure



K.

Notices



L.

Binding Effect; Assignment



M.

Miscellaneous

Index of Exhibits and Schedules

Exhibit A/B	Size and specifications of Amex logo
Schedule A	Affiliates of Ticketmaster Engaged in the Ticketing Business in the United States
Addendum	Internet Sponsorship Addendum

2

I.  DEFINITIONS

"Amex Card" = a general purpose payment card bearing an American Express name, logo, trademark, service mark or copyright is called the "Amex Card" or "American Express Card". The person whose name is embossed on the face of the Amex Card is the "Cardmember", and all amounts payable by Cardmembers for purchases made with the Amex Card are called "Charges".

"Business Day" = a day other than Saturday, Sunday, national holidays, or any other day on which banks in the city of New York are permitted or required to be closed.

"Call Center Agents" = telemarketing center service representatives or employees of Ticketmaster, whether live or recorded voice.

"Card Service Agreement" = that certain agreement, entitled "Agreement for American Express Card Acceptance" dated as of the Effective Date by and between Ticketmaster and Amex governing acceptance of the Amex Card by Ticketmaster, certain direct and indirect subsidiaries and affiliates of Ticketmaster and by Ticketmaster Outlets in the Territory.

"Competing credit card company" = means any company that directly competes with Amex with respect to any general purpose payment card (including, by way of example and not limitation, MasterCard, Visa, Discover/NOVUS, Diners Club, Carte Blanche and JCB), and any financial institution to the extent it issues a general purpose payment card, but only with respect to any such general purpose payment card.

"Confidential Information" = this Agreement and all information conveyed by either party to the other party relating to the disclosing party's business, which is designated by the disclosing party in writing as proprietary and confidential, subject to the provisions of Section III.G of this Agreement.

"Customer Lists" = the list(s) maintained by Ticketmaster of those consumers who have ordered Tickets to an event through the services provided by Ticketmaster as agent for various venues and/or promoters or purchased merchandise through the Ticketmaster System at any time and from time to time, including prior to the date of this Agreement.

"FUSA Agreement" = that certain agreement entitled "Bankcard Agreement" dated as of December 15, 1996 by and between Ticketmaster and First U.S.A. Bank, a Delaware banking corporation ("FUSA"), whereby Ticketmaster agreed to the exclusive marketing of FUSA's MasterCard credit cards and, among other things, the endorsement of a co-branded credit card to and among consumers of Ticketmaster appearing on the Customer Lists.

"Force Majeure" = any reason which is beyond any party's control, such as boycotts, war, acts of God, labor troubles, strikes, restraints of public authority, or any similar occurrence in which a party is unable to perform its obligations hereunder.

"Internet" = the world wide protocol of the Internet.

"Materials" = the materials, which may include but not be limited to print matter (i.e., Tickets, Ticket envelopes, and Ticket mailing inserts, if any), Call Center Agents' scripts, text code for the Internet Web pages, and any other materials which Ticketmaster or Amex agrees in its discretion to cause to be prepared, distributed, published, posted or disseminated from time to time, to consumers of Ticketmaster appearing on the Customer Lists, Cardmembers, or Prospects as provided for herein.

"Promotion Copy" = all advertising copy for any and all of the Sponsorship Opportunity Materials, including print materials, telemarketing script copy, radio scripts, and text code for electronic and Internet marketing.

3

"Prospects" = members of the general public, to whom the Sponsorship may be advertised by Ticketmaster and who may consider purchasing Tickets or merchandise through Ticketmaster through any distribution channel.

"Sponsorship Media" = shall mean, collectively, and as such categories may be expanded from time to time pursuant to this Agreement, telephone sales promotion, Print promotion, Special Relationship Opportunities, and Outlet promotion, as such terms are defined and set forth more particularly in this Agreement.

"Tape" = when used in this Agreement shall mean any one of the following: a printed report, an electronic transmission of a data file, or a hard copy tape, as shall be mutually agreed upon between Ticketmaster and Amex in the particular circumstance for the particular purpose.

"Territory" = shall mean the United States of America (including the 50 United States and Washington, D.C., the U.S. Virgin Islands and Puerto Rico).

"Ticketing" = shall mean the sale of Tickets through the Ticketmaster System.

"Ticketmaster" = shall mean Ticketmaster Corporation and its direct and indirect subsidiaries and affiliates listed on Schedule A hereto.

"Ticketmaster-Controlled Media" = shall mean print materials and advertisements directly produced and controlled by Ticketmaster but shall not include media or advertisements controlled by third parties which receive advertising allowances from Ticketmaster.

"Ticketmaster Outlets" = shall mean retail ticket selling agencies owned and controlled by third parties which have entered into agreements with Ticketmaster to make Tickets available through the Ticketmaster System.

"Ticketmaster System" = shall mean the hardware, software, related procedures and personnel, repair and maintenance services established and maintained by Ticketmaster for the purpose of selling, auditing and controlling the sale of Tickets for events or merchandise.

"Tickets" = means a printed evidence of the right to occupy space at or to attend an event.

    Other terms used herein shall have the meanings ascribed to them throughout this Agreement.

Exhibits—See Index of Exhibits prior hereto.

Exhibit A, B, ... = copies of sample logo presentations of the Amex brand, samples of Ticket envelope artwork, etc. that are referred to throughout this Agreement.

II.  THE PROMOTION

A.  (1)  Term.  The term of this Agreement shall commence on the Effective Date and remain in effect for a period of [XXX CONFIDENTIAL TREATMENT REQUESTED] calendar years through the [XXX CONFIDENTIAL TREATMENT REQUESTED] one-year anniversary of the Effective Date for the Territory, unless terminated pursuant to the terms of this Agreement (the "Term"). Ticketmaster hereby grants Amex an exclusive right of first refusal as set forth herein. Specifically, commencing at any time on or after June 1, 2001, Ticketmaster shall provide Amex with [XXX CONFIDENTIAL TREATMENT REQUESTED], providing that this Agreement is then in full force and effect; providing further, however, that Ticketmaster shall not be obligated to supply [XXX CONFIDENTIAL TREATMENT REQUESTED]. In order to effectuate this right of first refusal, Ticketmaster, shall provide to Amex, in writing, on or after [XXX CONFIDENTIAL TREATMENT REQUESTED]. Amex shall then have [XXX CONFIDENTIAL TREATMENT REQUESTED] Business Days to advise Ticketmaster in writing that it will enter into such proposed arrangement and exercise its right of first refusal. For purposes of calculating

4

the [XXX CONFIDENTIAL TREATMENT REQUESTED] Business Days, the period from [XXX CONFIDENTIAL TREATMENT REQUESTED] through and including [XXX CONFIDENTIAL TREATMENT REQUESTED] and [XXX CONFIDENTIAL TREATMENT REQUESTED] through and including [XXX CONFIDENTIAL TREATMENT REQUESTED] shall not be included as Business Days. Ticketmaster may negotiate an agreement with a third party prior to the expiration of such [XXX CONFIDENTIAL TREATMENT REQUESTED] Business Day period; provided, however, that, Ticketmaster shall not enter into an agreement with any such third party without first offering Amex [XXX CONFIDENTIAL TREATMENT REQUESTED]. In order to effectuate this [XXX CONFIDENTIAL TREATMENT REQUESTED], Ticketmaster shall provide to Amex, in writing, the material details of the proposed agreement with a third party (which details shall include the proposed nature and terms of the agreement, the proposed rights and obligations of the parties and the proposed consideration). Amex shall then have [XXX CONFIDENTIAL TREATMENT REQUESTED] Business Days to advise Ticketmaster in writing that it will enter into such proposed arrangement and exercise its [XXX CONFIDENTIAL TREATMENT REQUESTED]. If Amex does not notify Ticketmaster in writing that it will elect to exercise its [XXX CONFIDENTIAL TREATMENT REQUESTED], then Ticketmaster may execute, deliver and perform the agreement with the third party or any other party so long as Ticketmaster does not enter into an agreement on terms [XXX CONFIDENTIAL TREATMENT REQUESTED]. Ticketmaster shall not be required to offer Amex the [XXX CONFIDENTIAL TREATMENT REQUESTED] in the event that Ticketmaster has advised Amex that it shall not enter into [XXX CONFIDENTIAL TREATMENT REQUESTED] as set forth above.

    (2)  Extension of Scope.  [XXX CONFIDENTIAL TREATMENT REQUESTED]

    B.  Consideration.  In consideration of Ticketmaster fulfilling its material obligations under this Agreement, Amex will pay to Ticketmaster (a) [XXX CONFIDENTIAL TREATMENT REQUESTED] during each calendar year of the Term, payable on a semiannual basis, in advance, with the first payment due on execution hereof and future payments due on or within five (5) Business Days after March 15 and September 15 of each year; provided that the payment made by Amex of [XXX CONFIDENTIAL TREATMENT REQUESTED] on or about January 10, 1999 shall be applied to the payment due on execution ("[XXX CONFIDENTIAL TREATMENT REQUESTED]").

    C.  Marketing.  Ticketmaster shall market the Sponsorship Opportunity in the manner hereinafter described.

    1.  Telephone Interaction.  The "telephone sales promotion" part of "Sponsorship Media" shall be as follows. Ticketmaster will undertake to provide an opportunity for Amex to receive up to 3-4 distinct mentions per completed telephone order. Provided Ticketmaster is given reasonable notice, Amex and Ticketmaster will mutually determine the specific script and any changes thereto to the extent Amex is referenced, subject to the reasonableness of the script (e.g., concerning time limitations, legal objections, remarks disparaging third parties, etc.). During the Term, the aforesaid script rights shall apply to all Tickets and merchandise which Ticketmaster itself sells by phone except as provided in Section II.C.6. hereof.

    a.  Consumer Calls.  Scripts which state or incorporate the concept that "Ticketmaster proudly welcomes the American Express Card," shall be used by Ticketmaster, as follows:

    (i)  Initial message to feature Amex in script:

"Thank you for calling Ticketmaster, where the American Express Card is proudly welcomed. What event can we help you with?" Communication of certain Cardmember benefits under this Agreement, as agreed to by both parties, shall also be communicated during the welcome message.

5

    The words "Ticketmaster proudly welcomes the American Express Card" will be incorporated into any general or main information lines where practicable and communication of certain Cardmember benefits, as agreed to by both parties, shall also be communicated during the welcome message on the general or main information lines where practicable (however, these requirements will not apply to any information lines which are co-sponsored, such as is the case with radio stations and certain dedicated telephone lines, all of which Ticketmaster shall disclose to Amex within thirty (30) days after the end of each calendar quarter).

    (ii)  "Music-on-hold" environment  (at front end when callers are in queue only).

    (a) Ticketmaster agrees that Amex will be the exclusive credit card company which may advertise, provided that Ticketmaster may mention other credit cards in describing methods of payment and for ads run by local radio stations during "music-on-hold."

    (b) Amex may elect to purchase advertising time in the "music-on-hold" environment (when Call Center Agents put callers on hold) at a [XXX CONFIDENTIAL TREATMENT REQUESTED] discount off of Ticketmaster's published or established rates. Cash from the Marketing Support Fund may be used for such purpose.

    b.  In method of payment script.  When orders are taken by phone, Ticketmaster will cause at least one set of the following words to be said by Ticketmaster: "How will you be paying? We proudly welcome the American Express Card and also accept other major credit cards. May I have your American Express Card number please?" or "Will you be putting that charge on Amex?" If the caller requests information about the Amex Card, Ticketmaster will inform the caller that Information can be obtained from Amex by calling 1-800-THE CARD.

    c.  If Amex is the chosen, payment option,  the Call Center Agent would say "Thank you for using the American Express Card", or words to that effect.

    d.  Relating to Certain Events.  [XXX CONFIDENTIAL TREATMENT REQUESTED]

    2.  Print Promotion.  The "Print promotion" part of "Sponsorship Media" shall be as follows and Ticketmaster shall promote Amex on the print Materials set forth herein. Wherever the Ticketmaster phone number appears in Ticketmaster-Controlled Media, the Amex logo and Amex-provided tag line will appear next to it (provided any space limitation allows use of the tag line), and the words "Ticketmaster Proudly Welcomes The American Express Card" or other words or logos acceptable to both parties shall be included in the manner set forth in the immediately following subsection in all of the following Ticketmaster-Controlled Media:

•

Ticket fronts;



•

Ticket envelope panels and flaps;



•

mailing inserts;



•

Event Guides; and



•

any other print materials mutually agreed to.

Ticketmaster shall use its reasonable efforts to cause third parties to promote the Amex Card on the print Materials in all non-Ticketmaster-Controlled Media, including Ticket stock as provided in Section II.C.2.c. and d. hereof as well as venue-controlled media.

    a.  Ticket Fronts.  Ticketmaster will apply the Amex logo on the front of the Ticket when Ticketmaster supplies Ticket stock. Ticketmaster will use diligent efforts to phase in the Amex

6

logo on Ticket stock as soon as it is commercially reasonable (it being understood that Ticketmaster shall be entitled to deplete its existing Ticket stock), it being understood that the Amex logo will be phased in within 120 days from the date hereof, and in any event, the Amex logo will be on substantially all Ticketmaster Ticket stock within 180 days.

    b.  Size and Specifications.  The size and specifications of the Amex logo will conform to those provided in Exhibit A/B attached hereto and made a part hereof, which contains a sample from which Ticketmaster will not materially deviate.

    c.  Outlet Sales.  At Ticketmaster Outlets, when Ticketmaster supplies Ticket stock, Ticketmaster will use reasonable efforts to have the Amex logo appear next to the Ticketmaster phone number on the front, it being understood that the Outlet may dictate otherwise.

    d.  Ticket Backs.  No advertising for any Competing credit card company may appear on Ticket backs where Ticketmaster supplies the Ticket stock.

     (i) If Amex elects to purchase the right to advertise on Ticket backs, it will receive a minimum [XXX CONFIDENTIAL TREATMENT REQUESTED] discount off Ticketmaster's published or established rates.

    e.  Ticket Envelope Panels.

     (i) On the Ticketmaster panel of the Ticket envelope a distinguishable/recognizable Amex logo will appear in similar size and placement consistent with Ticketmaster's past custom and practices. A sample from which Ticketmaster will not materially deviate is incorporated as an Exhibit to this Agreement. Ticketmaster will use diligent efforts to phase in the Amex logo on Ticket envelopes as soon as it is commercially reasonable, but in any event the Amex logo will be phased entirely in within approximately ninety (90) days from the date hereof and no envelopes depicting MasterCard as the preferred card will be used by Ticketmaster after said period.

    (ii) For all Ticket envelopes, Amex will be entitled to have an entire panel for its own use. Amex will provide camera-ready art by applicable deadline which art may be changed up to four (4) times per calendar year and shall be subject to review and approval by Ticketmaster with respect to the collateral message, which approval may not be unreasonably withheld.

    f.  Mailing Inserts.  Amex may provide Ticketmaster one (1) two (2)-sided insert of Amex's choice which insert may be changed up to [XXX CONFIDENTIAL TREATMENT REQUESTED] times per calendar year and shall be subject to review and approval by Ticketmaster, which Ticketmaster will include in substantially all mailings thereafter during each calendar year.

     (i) Amex will print and provide the inserts, at its sole cost and expense, in accordance with Ticketmaster's distribution procedures, size and weight requirements.

    (ii) Ticketmaster may include inserts for other third parties (other than Competing credit card companies except client-related sponsorships as described in Section II.C.l.d. hereof) or Ticketmaster's own use in any mailing.

    (iii) Amex may use the inserts to communicate the Special Relationship Opportunities or other Cardmember benefits which do not compete with Ticketmaster's business. Amex cannot use Ticketmaster Sponsorship Media to advertise any event or venue for which Tickets are sold but for which Ticketmaster does not sell any of the Tickets.

7

    (iv) Ticketmaster agrees to work with Amex to identify other opportunities to promote the Sponsorship through Ticketmaster's mailings.

    g.  Event Guide Inserts.

     (i) Amex will be featured on the front cover of the Event Guide and the Amex logo and Amex-provided tag line will appear inside the guide with similar frequency as the Ticketmaster logo appears. The size of the Amex logo and tag line will be reasonably determined by Ticketmaster and Amex, but in any event the logo and tag line will be clear and discernible.

    (ii) Amex will be featured with its logo and tag line on each page of a monthly insert which Ticketmaster causes to be placed in the publications entitled Entertainment Weekly and Sports Illustrated for as long as such publications continue and as long as Ticketmaster retains the right for such insertions.

    3.  Internet Promotion.  See attached Internet Sponsorship Addendum which is incorporated herein by reference.

    4.  Special Relationship Opportunities.  [XXX CONFIDENTIAL TREATMENT REQUESTED]. The "Special Relationship Opportunities" part of "Sponsorship Media" shall be as follows.

    a.  Discount.  Ticketmaster shall have, in its sole and absolute discretion, the right to select which merchandise shall be available for sale and purchase by consumers through Ticketmaster. With respect to such merchandise, Ticketmaster shall offer a [XXX CONFIDENTIAL TREATMENT REQUESTED] discount on all merchandise which Ticketmaster itself has sourced (thereby excluding merchandise offered by any third party through Ticketmaster) and this shall apply only to merchandise which is distributed by Ticketmaster during the Term of this Agreement. If revenues from merchandise offered by third parties which is excluded from this Special Relationship Opportunity exceeds [XXX CONFIDENTIAL TREATMENT REQUESTED] of Ticketmaster's revenues derived solely from the sale of merchandise generally evidenced on an annual basis at any time during the Term of this Agreement, the parties will mutually agree on a substitute exclusive opportunity for Amex Cardmembers. Notwithstanding the foregoing, Ticketmaster may enter into merchandise agreements during the Term of this Agreement which provide discounts to other third parties, provided that such discounts may not be used in conjunction with a discount offered to Amex customers, and provided that such agreements will not last longer than twelve months from their commencement and shall apply only to special classes of merchandise.

    b.  Other Opportunities.  Ticketmaster and Amex will undertake to mutually agree on other available opportunities (e.g., frequency programs, advance notification of upcoming events, promotional tie-ins, merchandise, first-day CD and video promotions, sweepstakes, etc.) and such opportunities will be made available exclusively to Amex Cardmembers. At Amex's request and expense, a dedicated phone number will be provided for any such opportunity. Ticketmaster shall not be required to expend any funds in connection with providing or servicing any such opportunity.

    c.  Cardmember Ticketing Services.  Ticketmaster has provided services to Amex in support of Amex's provision of Ticket buying privileges to certain of its Cardmembers and may continue to provide such services pursuant to a separate agreement to be entered into between the parties containing terms and conditions to be mutually agreed.

8

    d.  Online Promotions.  The parties agree to explore promotional offers to be posted on the Ticketmaster Site and/or the Amex Site.

    5.  Outlet Promotion.  The "Outlet promotion" part of "Sponsorship Media" shall be as follows.

    a.  Amex Card.  Amex will be the only payment card participating in any promotional opportunities generated by Ticketmaster for Ticketmaster Outlets. [XXX CONFIDENTIAL TREATMENT REQUESTED]. Ticketmaster shall use reasonable efforts to secure Ticketmaster Outlet participation in such promotions to the extent economically feasible.

    b.  Materials.  Ticketmaster Outlet point of purchase materials supplied by Ticketmaster will feature Amex more prominently than any other payment method. [XXX CONFIDENTIAL TREATMENT REQUESTED].

9

    6.  Exception.  Notwithstanding any other provisions contained herein, any goods or services sold by third parties through the Ticketmaster System, including but not limited to Ticketmaster's arrangements for the sale of Entertainment Weekly and Sports Illustrated, any membership clubs and third party merchandise, shall not be subject to the terms and provisions of this Agreement provided that the existence of any such arrangement shall be disclosed to Amex within thirty (30) days after the end of each calendar quarter.

    7.  Proof of Performance.  Within thirty (30) days after the end of each calendar quarter during the Term, Ticketmaster shall provide to Amex sample copies of the print Materials, Ticket fronts and backs. Ticket envelope panels, mailing inserts and event guide inserts used during the preceding calendar quarter pursuant hereto. In addition, upon the giving of reasonable notice to Ticketmaster, a designated representative of Amex shall have the right to review, at reasonable intervals no more frequent that quarterly, and in such a manner that does not interfere with Ticketmaster's normal business operations, Ticketmaster's execution of the telephone interaction procedures set forth herein. It is understood and agreed that the nature and extent of any such review shall be subject to Ticketmaster's confidentiality and privacy concerns regarding its clients and customers.

    D.  Marketing Support Fund.

    1.  Fund.  During the Term, Amex will undertake Cardmember communications and promotional activities as provided herein up to a value equivalent to [XXX CONFIDENTIAL TREATMENT REQUESTED] per year and not less than [XXX CONFIDENTIAL TREATMENT REQUESTED] in the aggregate for the [XXX CONFIDENTIAL TREATMENT REQUESTED] year Term hereof (the "Marketing Support Fund" or "Fund"). Amex will make reasonable efforts to allocate such communications and activities equally during each calendar year throughout the Term. Amex further agrees to make reasonable efforts to allocate [XXX CONFIDENTIAL TREATMENT REQUESTED] of the value of the Fund to promote the Ticketmaster Sites, as defined in the Internet Sponsorship Addendum.

    2.  Options, Updates and Review.  Amex will provide Ticketmaster with a list of communications and promotional options and the costs associated therewith periodically, and Ticketmaster and Amex will review and mutually agree on the promotion(s) from the list to be sent to Cardmembers to be covered by the Fund for the ensuing period. Such promotions shall be reasonably designed to promote Ticketmaster's business or the Ticketmaster Sites as set forth above. Such promotions shall be provided by Amex at a [XXX CONFIDENTIAL TREATMENT REQUESTED] discount from the cost thereof. In addition, Amex will provide Ticketmaster with periodic updates no less frequent than quarterly regarding the status of the Fund, the marketing and advertising campaigns covered by the Fund and Fund expenditures. Amex shall be entitled to use cash which shall reduce its obligations with respect to the Fund to cover the costs of "music on hold" and mailing inserts, if desired, by payment to Ticketmaster in accordance with Section II.C.1.a. (ii)(b) hereof.

    3.  Promotion.  In consideration of the Marketing Support Fund and other benefits made available by Amex, while this Agreement is in effect, Ticketmaster shall promote the American Express Card in accordance with this Agreement.

    4.  Proof of Performance.  Within thirty (30) days after the end of each calendar quarter during the Term, Amex shall provide to Ticketmaster sample copies of the communications and promotional Materials used during the preceding calendar quarter pursuant hereto.

    E.  Special Cardmember Services.

1.  Provided that Ticketmaster has not received a written notice of default which has not been cured, Amex will provide Cardmember servicing support to Ticketmaster each month in the

10

amount of [XXX CONFIDENTIAL TREATMENT REQUESTED] of Ticketmaster's previous month's [XXX CONFIDENTIAL TREATMENT REQUESTED] means the total of all Charges Amex accepted from Ticketmaster, less any adjustments or Credits Ticketmaster issued or amounts for which Amex turned to Ticketmaster for payment pursuant to Amex's rights to Full Recourse under the terms of the Card Service Agreement. The date Amex accepts a Charge is the Business Day Amex receives it at the office Amex has designated for the receipt of Charges from Ticketmaster.

2.  Payment shall be made on the twentieth (20^th) day of each month based on the prior calendar month's [XXX CONFIDENTIAL TREATMENT REQUESTED]; provided, however, that if the twentieth (20^th) day of the month is not a Business Day, then payment shall be made on the next Business Day. If Amex cannot calculate Ticketmaster's actual [XXX CONFIDENTIAL TREATMENT REQUESTED] for the previous month in order to make timely payment, such payment shall be made based on a reasonably determined estimate of such [XXX CONFIDENTIAL TREATMENT REQUESTED] and the next monthly payment shall be adjusted to reflect the correct amount due based on the actual [XXX CONFIDENTIAL TREATMENT REQUESTED] for such month.

3.  Ticketmaster shall be solely responsible and liable for forwarding any such payments to Ticketmaster Outlets and shall indemnify and hold Amex harmless with respect to any claims made by any such Ticketmaster Outlets with respect to such payments by Amex to Ticketmaster.

4.  Capitalized terms used in this Section II.E. without definition have the meanings ascribed thereto in the Card Service Agreement.

    F.  Additional Undertakings and Conditions.

    1.  Reporting; Information.

    a.  Subject to Ticketmaster's customary and contractual security and confidentiality procedures and obligations, Ticketmaster will provide on a periodic basis all data, information and other materials reasonably requested by Amex which Ticketmaster currently collects regarding purchases of goods and services by Cardmembers (e.g., number and percentage of sales from different event segments), except as such data is precluded from such transfer by Ticketmaster by other pre-existing contractual obligations.

    b.  Ticketmaster will use reasonable and diligent efforts to inform and advise Amex staff regarding its experience and expertise in event marketing and related areas on an ongoing basis and will work with Amex to measure results of various programs and promotions.

    c.  These requests for information shall be undertaken in ways which do not unreasonably interfere with Ticketmaster's normal business operations and which will be subject to the restriction that Amex shall have no access to Ticketmaster's Customer Lists.

    d.  Amex reserves the right to conduct periodic training sessions on a reasonable basis at its expense at Ticketmaster's convenience with Ticketmaster representatives to ensure appropriate servicing of Cardmembers regarding the overall Sponsorship and associated benefits as well as the Cardmember Ticketing Services program.

    2.  Participation By Third-Parties in Third-Party Prepared Media.  Ticketmaster agrees to use its reasonable efforts to have each Outlet and venue which offers Ticketmaster services (a) accept the Amex Card for all events, (b) include the American Express name and logo, as approved by Amex, in its print advertising for Ticket sales and (c) mention the Amex Card first when listing charge, credit or debit cards or other payment systems accepted by the venue. However, Ticketmaster does not guarantee that any venue, promoter or third party will comply with the foregoing.

11

    3.  Unique Relationship.

    a.  Amex shall use reasonable efforts to attempt to introduce Ticketmaster to various business partners and contacts as necessary or desirable to successfully achieve the objectives contemplated under this Agreement.

    b.  Amex shall share its research, data and other materials with Ticketmaster as reasonably requested by Ticketmaster, subject to Amex's confidentiality and privacy concerns.

    4.  Additional Ticketmaster Commitments.

    a.  Ticketmaster will use reasonable efforts to attempt to arrange meetings for Amex with all Ticketmaster businesses or events that Amex may be interested in for sponsorship or Ticket purchasing opportunities.

    b.  Ticketmaster will use its reasonable efforts to make its suites or special seating available to Amex on a periodic basis for sweepstakes and hospitality purposes.

III. GOVERNING PROVISIONS OF AGREEMENT

    A.  Promotion Copy

    1.  Review and Approval.  Unless either party is using the attachments to this Agreement or the Exhibits containing pro forma Ticketmaster or Amex Materials or such other Materials that have already been approved, each of the parties hereto shall cause all Materials modifications and/or changes to Materials, to be delivered to the other party, for review, comment, and approval or disapproval, at least ten (10) Business Days in advance of a comment deadline imposed by or upon the requesting party. Neither party may materially amend, modify, or alter Promotion Copy after having been approved by the other party except with the explicit written approval of such other party, and the publishing party assumes no responsibility or liability for errors regarding the other party and the Promotion Copy in such party's Materials after they have been approved by the other party.

    2.  Injunctive Relief.  Any breach of the terms of this Section III.A. may cause irreparable harm to the parties, and (a) in the event of any threatened breach, each party shall be entitled to injunctive relief in addition to any other available remedy; and (b) any failure of either party to adhere to the standards in this Section III.A. which constitutes a material breach of this Agreement shall be subject to paragraph 3 below and Section III.H. below regarding "Termination".

    3.  Right of Termination.  If at any time either party suffers any material damage, cost or expense (i.e., resulting in provable financial loss) as a result of improper or inaccurate Materials regarding the services of the other party and if such Materials have not been approved, the aggrieved party shall have a right to immediately terminate this Agreement; provided, however, that the defaulting party shall have a right to cure such default pursuant to Section III.H.1. below.

    B.  Ownership of Mailing List and Customer Information.

    1.  Customer Lists.  The Customer Lists (and any Ticketmaster purchase information with respect to the consumers of Ticketmaster appearing on the Customer Lists) shall be owned solely and exclusively by Ticketmaster, shall be deemed proprietary and confidential and subject to the confidentiality provisions of this Agreement set forth in Section III.G. below, and shall not be made available to Amex as long as the FUSA Agreement (defined in Section I. above) remains in effect. Amex will not disclose Ticketmaster-specific information to any third party for any purpose, without the prior written consent of Ticketmaster. Any breach of the terms of this section may cause irreparable harm to Ticketmaster and in the event of any threatened breach, Ticketmaster

12

shall be entitled to indemnification and injunctive relief in addition to any other available remedy. At the request and cost of Amex, Ticketmaster shall agree to send literature prepared by Amex to Cardmembers who have purchased goods or services through Ticketmaster as Amex reasonably requests.

    2.  Responders and Purchasers.  Except for Amex Confidential Information, Ticketmaster may add to its Customer Lists the names, addresses, telephone numbers and e-mail addresses of, clickthrough data concerning and purchasing information about, the consumers Ticketmaster appearing on the Customer Lists who purchase Tickets, services or merchandise through Ticketmaster through whatever media using the Amex Card including the Internet and may use such information in the same manner it uses such information on other consumers of Ticketmaster appearing on the Customer Lists. Notwithstanding the foregoing, Ticketmaster shall not create a separate list of Amex Cardmembers or a list showing payment information including type for the use or benefit of Ticketmaster or any third party.

    C.  Trademarks.

    1.  Limited License.  Neither Ticketmaster nor Amex is being granted or vested with any right or interest, ownership or otherwise, in or to any of the trademarks, trade names, service marks or logos of the other by virtue of or pursuant to this Agreement, except as expressly provided herein. Ticketmaster shall have a non-exclusive, non-transferable license to use the Amex name and trademarks, but said license is limited to only such uses as are expressly provided for in this Agreement. Amex shall have a non-exclusive, non-transferable license to use the Ticketmaster name and logo solely to accurately describe its relationship with Ticketmaster and the preferred card rights described herein. The use of Ticketmaster's name and logo by Amex is subject to the reasonable approval of Ticketmaster, with the understanding that Ticketmaster will reasonably approve, on a pre-authorized basis, permissible variations which will provide options to Amex to reference the Ticketmaster-Amex relationship. The use of Amex's name and logo shall be subject to Amex's approval as set forth in this Agreement. Any other use of either party's marks is prohibited, unless prior written authorization is obtained. At the end of the Term, Ticketmaster may use Amex's marks on Print Materials and Amex agrees that Ticketmaster may use the remaining Ticket stock bearing the Amex logo for a period of not less than sixty (60) days from the date of termination and otherwise as provided herein, the parties shall cease to make use of each others marks except as authorized by separate agreement. Neither party will obtain any ownership interest in the marks of the other or any other right or entitlement to continue use of such marks other than as provided in this Agreement. Neither party will disparage, dilute or otherwise adversely affect the validity of the marks of the other. All goodwill and other rights that may be acquired in the marks of the other party will inure to the sole benefit of the trademark owner. In the performance of this Agreement, each party will comply with all applicable trademark laws and regulations. In the event this Agreement is terminated for any reason, the parties shall immediately cease to make use of the other's Marks except for Materials that have been produced or are in production at the date of termination of this Agreement and as contemplated by Section III.H.4. hereof.

    2.  Reservation of Rights.  Each of the parties hereto shall grant to the other the limited and non-exclusive, royalty free license to use, copy and reproduce and distribute its trademarks pursuant to this Agreement. During the term of this Agreement, each of the parties, to the extent that it has any such rights which may be sublicensed, shall grant to the other party, a non-exclusive, royalty free sublicense to use, copy and reproduce and distribute its licensors' trademarks in connection with the promotion and distribution, publication and dissemination of the Materials relating to the Sponsorship Opportunity pursuant to this Agreement. Any and all trademarks and other intellectual property rights of each of the parties shall remain the exclusive property of such party or shall be properly licensed to such party or an affiliate of such party.

13

    3.  Grant of License/Disclaimer of Warranty.  Each of the parties hereto grants to the other a non-exclusive, U.S. license to use those trade names, trademarks, logos, service marks and product designations of such party and its licensors (collectively, "Company Marks") and brand designated for use in connection with a party's activities under this Agreement. Each party acknowledges that the other party has taken reasonable measures to secure its rights in the Company Marks and brand in the United States and elsewhere. However, with respect to Internet promotion which may be viewed worldwide, the parties do not warrant that its rights in the Company Marks necessarily extend to all nations worldwide. Each party agrees that its use of the other party's Company Marks shall be in accordance with good trademark practice and with the other party's policies regarding trademark usage as established from time to time by such party at its discretion and communicated to the other party. Both parties understand and agree that its use of Company Marks in connection with this Agreement shall not create any right, title or interest in or to such trademarks and that all such use and goodwill associated with such trademarks will inure to the benefit of the other party and its licensors.

    D.  Legal Compliance.

    1.  Compliance for Offering a Sponsorship Opportunity.  Ticketmaster shall be responsible for Ticketmaster's being in compliance with all applicable laws and regulations regarding, among other things, the offering of Sponsorship Opportunities.

    2.  Compliance For Merchandise Supply & Shipment.  Ticketmaster shall be responsible to use reasonable business efforts to ensure that Ticketmaster is in compliance with all applicable laws and regulations regarding (A) the calculation and imposition of charges for shipping and handling, and (B) the shipment of goods and the proper procedure for notification of backordered merchandise in connection with the Federal Trade Commission Mail and Telephone Merchandise Order Rule, if applicable.

    E.  Representations and Warranties.

    1.  General.  Each of the parties hereto represents and warrants to the other party that

    a.  the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on its part, such party is duly incorporated, validly existing and in good standing, and this Agreement is a valid and binding obligation of such party enforceable against such party in accordance with its terms;

    b.  neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance with any provision hereof, will conflict with or result in a breach of any provision of such party's articles of incorporation or by-laws, each as amended, cause a breach or default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, lease, mortgage, indenture, license or other instrument, contract, agreement, letter of intent, or oral or written understanding binding upon such party or its assets, or violate any provision of any law, statute, rule or regulation or order, writ, judgment, injunction or decree applicable to such party or it assets;

    c.  it is not subject to bankruptcy or insolvency proceedings;

    d.  except as otherwise disclosed, no actions, suits or proceedings are pending or, to its knowledge, threatened which would materially adversely affect its ability to perform its obligations hereunder;

    e.  no representation or warranty contains any untrue statement or omits to state any material fact required to make the statement not misleading; and

14

    f.   no consent, approval, order or authorization or filing with any governmental body or from any other party is required on its part in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder.

    2.  Additional Ticketmaster Warranties.  Ticketmaster further represents and warrants that

     (i) it will comply with all the terms of the Card Service Agreement in all material respects during the term of this Agreement and acknowledges that a material uncured breach of the Card Service Agreement constitutes breach of this Agreement; and

    (ii) it has taken (or will take before December 31,1999) all commercially reasonable business steps to render the Ticketmaster System Year 2000 Compliant to the extent the Ticketmaster System is used to provide services pursuant to this Agreement or the Card Service Agreement entered into by the Parties, and Ticketmaster does not anticipate business interruption due to the Year 2000 problem. As used herein, "Year 2000 Compliant" shall mean the related system's ability to (i) manage and manipulate data involving all dates from the 20^th and 21^st centuries without functional or data abnormality related to such dates; (ii) manage and manipulate data involving all dates from the 20^th and 21^st centuries without inaccurate results related to such dates; (iii) have user interfaces and data fields formatted to distinguish between dates from the 20^th and 21^st centuries; and (iv) represent all data to include indications of the millennium, century and decade, as well as the actual year. The parties agree and acknowledge that the foregoing representation and warranty shall not apply to the extent that failure of the Ticketmaster System or any portion thereof to be Year 2000 Compliant results from the interaction between the Ticketmaster System and any third-party hardware, communications facility, software, or data which may pass data into, accept data from, or comprise such Ticketmaster System or portion thereof.

    3.  FUSA.  Based solely on the representation in Section III.E.I.b. above and the description of the FUSA Agreement contained in Section I. hereof, Amex acknowledges that Ticketmaster has informed Amex that Ticketmaster is a party to the FUSA Agreement (defined in Section I. of this Agreement).

    F.  Indemnification.

    1.  Indemnification by Amex.  Amex shall defend, indemnify and hold harmless Ticketmaster (including those subsidiaries and affiliates listed on Schedule A), and their respective officers, directors, shareholders, partners, employees, licensees, agents, successors and assignees, from and against any and all liabilities, losses and expenses whatsoever, including without limitation claims, damages, judgments, awards, settlements, investigations, costs and expenses (including without limitation reasonable attorneys fees and disbursements) ("Claims") which any of them may become obligated to pay resulting from third party claims arising out of:

    a.  its advertising for the Sponsorship or Sponsorship merchandise;

    b.  the acts or omissions of Amex and its employees and subcontractors in the performance of Amex obligations, representations, warranties or covenants under this Agreement;

    c.  any breach by Amex of any of its representations, warranties, covenants or obligations under this Agreement; and

    d.  the negligent acts of Amex or the negligent acts of Amex's agents, employees or representatives, whether or not related to or arising from this Agreement, or Amex or Amex's agent's, employees or representative's violations or alleged violations of any federal, state or local laws, regulations or rulings, including those relating to consumer credit.

15

    2.  Indemnification by Ticketmaster.  Ticketmaster shall defend, indemnify and hold harmless Amex, its parent, subsidiaries and affiliated companies and each of their respective officers, directors, shareholders, partners, employees, licensees, agents, successors and assignees, from and against any and all Claims which any of them may become obligated to pay resulting from third party claims arising out of:

    a.  its advertising for the Sponsorship or Sponsorship merchandise;

    b.  any alleged defects in, or product liability claims involving, Sponsorship merchandise;

    c.  the acts or omissions of the Ticketmaster and their respective employees and subcontractors in the performance of Ticketmaster obligations under this Agreement;

    d.  any breach by Ticketmaster of any of its representations, warranties, covenants or obligations under this Agreement; and

    e.  the negligent acts of Ticketmaster or the negligent acts of Ticketmaster's agents, employees or representatives, whether or not related to or arising from this Agreement, or Ticketmaster or Ticketmaster's agent's, employee's or representative's violations or alleged violations of any federal, state or local laws, regulations or rulings.

    3.  Indemnification Procedure.  Any party seeking indemnification under Section III.F.1. or F.2. above (the "Indemnitee") shall give the party from which indemnification is sought (the "Indemnitor") prompt notice of any claim for which indemnification is sought. The Indemnitor shall have control over the defense and settlement of any such claims, except that the prior written consent of the Indemnitee (which shall not be unreasonably conditioned, delayed, or withheld) shall be required for any settlement that does not involve only the payment of cash. To the extent reasonably requested by the Indemnitor, the Indemnitee shall cooperate in such defense, at the Indemnitor's cost and expense. The Indemnitee shall have the right to participate in the defense of any such claim at its own expense.

16

    G.  Confidentiality.

    1.  Confidential Information.  Each party, as a recipient ("Recipient") of any Confidential Information of any other party ("Discloser"), shall hold such Confidential Information in the strictest confidence and each Recipient shall protect all Confidential Information of the Discloser with the same degree of care that the Recipient exercises with respect to its own proprietary and confidential information. The Recipient shall not disclose or otherwise disseminate any Confidential information of the Discloser to any third party (which shall exclude its officers, directors, employees, agents and affiliates and the officers, directors, employees agents and affiliates of such affiliates who have a need to know such information) or use any Confidential Information of the Discloser for purposes other than those set forth in this Agreement. However, the Recipient shall have no obligation with respect to Confidential Information that (i) is in the public domain through no act of the Recipient, (ii) was in the Recipient's possession without any restriction on use or disclosure prior to its disclosure by the Discloser, (iii) is received from a third party without any restriction on use or disclosure, provided that disclosure of such information by such third party is not known by the Recipient to be a breach of any obligation of confidentiality owed to the Discloser, (iv) is required to be disclosed by a court order or other governmental authority or by federal securities laws, or (v) is independently developed by the Recipient.

    2.  Publicity.  During the Term, except as required by law, neither party to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. The parties shall cooperate as to the timing and contents of any such press release or public announcement and either party shall be entitled to make such comments as are necessary and appropriate in furtherance thereof and consistent therewith. If either party distributes internally any copies of this Agreement or any parts thereof, it shall instruct each recipient that he or she is subject to this confidentiality obligation.

    3.  Survival.  The obligations of this Section III.G. shall survive for the Term and for a period of two (2) years after the termination of this Agreement.

    4.  Remedies.  The parties acknowledge and agree that, in the event of a breach or threatened breach of this Section III.G., the non-breaching party may have no adequate remedy in money damages and accordingly, may be entitled to appropriate injunctive relief against such breach or threatened breach.

    H.  Termination.

    1.  Default / Dispute Resolution.

    a.  The parties will attempt in good faith to resolve through negotiation any disputes, alleged breaches, claims, or disagreements which may arise between them with respect to the interpretation of any provision of this Agreement or with respect to performance under this Agreement (each, a "Dispute"). Either party may initiate negotiations by sending to the other party a notice describing the Dispute in detail (the "Non-Compliance Notice") and setting forth the relief requested. The receiving party shall have a period of five (5) Business Days after its receipt of the Non-Compliance Notice to respond to the allegations set forth in the Non-Compliance Notice with a written statement of its position on, and recommended solution to, the Dispute. In the event the Dispute has not then been resolved, the representatives of each party with full settlement authority shall, within ten (10) Business Days after the date of the Non-Compliance Notice commence good faith efforts to resolve the Dispute. If the Dispute is not resolved by these negotiations, which shall in all respects be

17

treated as Confidential Information under this Agreement, the matter will be submitted to JAMS/ENDISPUTE for mediation in accordance with following procedures:

     (i) Any and all Disputes not resolved by negotiation as described above, shall be submitted to JAMS/ENDISPUTE for mediation. Any mediator shall be bound by the express terms of this Agreement and shall not change or modify any terms of this Agreement or make any award of damages in excess of the amount set forth in this Agreement or grant any relief not expressly set forth herein.

    (ii) Either party may commence mediation by providing to JAMS/ENDISPUTE and the other party a written request for mediation, setting forth the subject of the Dispute and the relief requested. The parties will cooperate with JAMS/ENDISPUTE and with one another in selecting a mediator from JAMS/ENDISPUTE's panel of neutrals, and in scheduling the mediation proceedings. The parties covenant that they shall participate in the mediation in good faith, and that they shall share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS/ENDISPUTE employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

    2.  Certain Termination Events.

    a.  In the event of any breach of Section II.B., II.C., II.D., III.B.1. or III.B.2, of this Agreement by either party hereto, or in the event either party materially breaches the Card Service Agreement, the non-breaching party shall have the right to terminate this Agreement if the breaching party has not cured said breach within thirty (30) days after its receipt of a detailed notice from the non-breaching party specifying the alleged breach. Notwithstanding the foregoing, in the event the alleged breach is of a nature that is subject to cure but not within said thirty (30) day period, the breaching party shall have an additional period which is agreeable to both parties but is not less than ten (10) days in which it may, through the exercise of its reasonable best efforts, cure the alleged breach, failing which the non-breaching party shall have the right to terminate this Agreement upon thirty (30) days prior written notice. If the breach is not cured within the end of the thirty (30) day cure period or other extended cure period, or if a Dispute arises as to whether the breach was cured, the parties shall engage in Dispute Resolution as set forth above (unless otherwise mutually agreed). In such event, if Ticketmaster is in breach, any moneys paid in advance pursuant to the payment terms of this Agreement in respect of the applicable semi-annual period(s) will be returned on a pro-rata basis based on the date of the breach.

    b.  Without limiting the generality of the foregoing, subject to the dispute resolution procedure set forth herein, in addition to any rights hereunder, the non-breaching party shall be entitled to pursue any and all rights and remedies that it may have at law or in equity.

    c.  Without limiting the generality of the foregoing, in the event that during the Term of this Agreement, Ticketmaster has less than $600 million of aggregate gross annual worldwide Ticket sales from its Ticketing business) then Amex shall have the right to terminate this Agreement upon ninety (90) days prior written notice to Ticketmaster.

    3.  Insolvency or Dissolution of Any Performing Party.  If any of the following occurs,

    a.  the commencement of any voluntary bankruptcy, insolvency, reorganization, readjustment of debt, dissolution, liquidation of debt or other insolvency proceeding in which either party is debtor; or

18

    b.  the suspension or termination of either party's business or dissolution thereof or the appointment of a receiver, trustee or similar officer to take charge of a substantial part of such entity's assets;

either party may terminate this Agreement immediately upon written notice to the other party.

    4.  Continuation of Services Upon Termination of Agreement.  In all events of termination of this Agreement, Ticketmaster shall make all reasonable business efforts to discontinue Media Promotions as soon as practicable; provided, however, that Print promotions shall be permitted to be distributed until Ticketmaster is able to reprint and substitute inventory on-hand at the date of termination of this Agreement.

    I.  Limitation of Liability.  Each party shall be liable to the other only for direct and actual documented financial losses arising from a breach of this Agreement, and in no event shall either party be liable to the other for lost profits or for consequential, special, indirect, punitive or exemplary damages. The foregoing limitation shall not apply to damages arising directly from a non-affiliated third party claim for which the liable party is responsible under Section III.F. above entitled "Indemnification."

    J.  Force Majeure.  The party whose performance is prevented, hindered or delayed by a Force Majeure event shall promptly give the other party written notice of the occurrence of such event and describe such event in reasonable detail, together with the estimated duration of the delay related thereto. Such party shall also take all reasonable steps to minimize both the affect and the duration of the event. Such party shall not be entitled to receive payment for those services which it failed to perform as a result of a Force Majeure event.

    K.  Notices.

    1.  Addresses.  All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) on the next day if delivered by overnight mail or courier, (ii) on the date indicated on the return receipt after being sent by certified or registered mail, postage pre-paid, or (iii) on the date received if sent by facsimile transmission to the party for whom intended to the following addresses:

If to Ticketmaster: Ticketmaster Corporation 3701 Wilshire Boulevard Los Angeles, California 90010
Attn:	Terry Barnes, Chief Executive Officer, and Daniel R. Goodman, Esq., Executive Vice President and General Counsel
Fax #:	(213) 382-2416
with a copy to: Ticketmaster Corporation 555 West 57th Street New York, New York 10019
Attn:	John Ruscin, President
Fax #:	(212) 974-9250

19

(if notice concerns the Internet Sponsorship Addendum) with a copy to:
Ticketmaster Online-CitySearch, Inc. 790 E. Colorado Blvd., Suite 200 Pasadena, California 91101
Attn:	Douglas McPherson, Vice President and   Chief Legal Officer
Fax #:	(626) 405-9929
with a copy to: Brown Raysman Millstein Felder & Steiner LIP 120 West 45th Street New York, New York 10036
Attn:	Sarah Hewitt, Esq.
Fax #:	(212) 840-2429
If to Amex: American Express Travel Related Services Company, Inc. American Express Tower World Financial Center 200 Vesey Street New York, New York 10285-3505
Attn:	Ruth K. Toiles
Fax #:	(212) 619-9375
with a copy to: American Express Travel Related Services Company, Inc. American Express Tower World Financial Center 200 Vesey Street New York, New York 10285-4906
Attn:	General Counsel's Office
Fax #:	(212) 619-6998

Each party may by notice to the others change the address to which notices to such party are to be delivered.

    2.  Contacts.  Ticketmaster and Amex shall each have a dedicated contact person to act as a liaison between the parties.

    L.  Binding Effect; Assignment.  This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Except as otherwise contemplated hereunder, this Agreement and the respective duties and responsibilities of the parties hereunder may not be assigned, in whole or in part, without the prior written consent of the other party (which consent may be granted or withheld in the reasonable discretion of such other party) except to a Related Company. "Related Company" means (i) a company of which more than 50% of the Voting Shares are owned by a party, (ii) a company that owns or controls, directly or indirectly, more than 50% of the Voting Shares of a party, or (iii) a company of which more than 50% of the Voting Shares are under common control or ownership, directly or indirectly, with the Voting Shares of a party. "Voting Shares" means outstanding shares or securities representing the right to vote for the election of directors or other managing authority.

20

    M.  Miscellaneous

    1.  No Joint Venture.  The relationship of Ticketmaster and Amex hereunder shall in no way be construed to create a joint venture, partnership, or employment or agency relationship between the parties.

    2.  Expenses.  Except as provided in Section III.F. (Indemnification) above, each party shall bear its own expenses incident to this Agreement and the transactions contemplated hereby.

    3.  Periodic Review.  Upon the giving of reasonable notice to Ticketmaster, a designated representative of Amex shall have the right to review, at reasonable intervals, upon at least ten (10) Business Days notice, and in such a manner that does not interfere with Ticketmaster's normal business operations, Ticketmaster's execution of Call Center Agents' interaction procedures. It is understood and agreed that the nature and extent of any such review shall be subject to Ticketmaster's contractual and statutory confidentiality and privacy concerns.

    4.  Further Action.  Each of the parties hereto shall use all reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things reasonably necessary, proper or advisable under applicable law, and execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement.

    5.  Entire Agreement.  This Agreement, including all Exhibits attached hereto and incorporated herein, contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and undertakings, both written and oral, between Ticketmaster and Amex with respect to the subject matter hereof.

    6.  Waiver of Breach.  The failure of any party hereto at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provisions, or in any way to affect the right of any party hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach of any provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party against which enforcement of such waiver is sought; and no waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent breach.

    7.  Amendment.  No amendment of this Agreement shall be effective unless embodied in a written instrument executed by all of the parties.

    8.  Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without regard to conflict of laws principles.

    9.  Severability.  If any provision of this Agreement is declared invalid or otherwise determined to be unenforceable for any reason, such provision shall be deemed to be severable from the remaining provisions of this Agreement, which shall otherwise remain in full force and effect.

    10.  Headings.  The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

    11.  Further Assurances.  The parties agree to execute and deliver, or to cause to be executed and delivered, such further instruments or documents, and to take such other action, as may be reasonably required to carry out the transactions contemplated by this Agreement, in each case provided the same do not impose any additional liabilities or material obligations upon the other parties.

21

    12.  Counterparts.  This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same Agreement.

IN WITNESS WHEREOF, Ticketmaster and Amex have caused this Sponsorship Marketing Agreement to be duly executed effective as of the date first above written by their respective officers duly authorized.

TICKETMASTER CORPORATION		AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
By:	/s/ JOHN RUSCIN	By:	/s/ ILLEGIBLE
Name:	John Ruscin	Name:	Lloyd M. Wirshloa
Title:	Executive V.P.	Title:	Vice President
Date:	on April 1, 1999	Date:	on April 1, 1999

22

INTERNET SPONSORSHIP ADDENDUM

1.  CERTAIN DEFINITIONS.

1.1.

As used in this Addendum, the following capitalized terms have the indicated meanings ascribed thereto. Other capitalized terms shall have the meanings ascribed thereto in the Sponsorship Marketing Agreement executed by the Parties hereto on April 1, 1999 (the "Agreement"):

1.1.1.	"Affiliate" shall mean an entity which controls, is controlled by, or is under common control with a party.
1.1.2.	"Amex Content" shall mean
	1.1.2.1.	all textual and audiovisual material (including without limitation, all Amex Marks, Calls to Action, text, fonts, designs, graphics, artwork, animation, photographs, video, sound and music) and all programming material (including without limitation, all HTML, Java, and/or other formatted text files, all related graphics files, animation files, data files, modules, routines and objects, and the computer software and all of the script or program files required to exploit such materials and that collectively control the display of, and end user interaction with, the Amex Content or the Amex Site) that from time to time during the Term (as defined below) is provided by Amex to be included in and/or comprise the Amex Placements; and
	1.1.2.2.	all such material both in its original form and state and as implemented in the Amex Placements (whether existing as an individual element or in combination (in whole or in part) with other such material), together with all aspects of the design, structure, organization, presentation and layout thereof in the Amex Placement (including without limitation the user interface, navigational metaphors and stylistic conventions).
1.1.3.	"Amex Mark" shall mean any registered or unregistered trademark, service mark, or trade name owned by Amex or used by Amex pursuant to a license arrangement with the owner or licensee thereof.
1.1.4.	"Amex Placement" shall mean any mutually agreed upon area on the Ticketmaster Sites containing Amex Content.
1.1.5.	"Amex Site" shall mean any site or page on the Internet—including without limitation all English language domestic sites—which is (i) branded with an Amex Mark (including all mirror sites) and (ii) owned and operated solely by, on behalf of, or for the benefit of Amex and/or any of its Affiliates or subsidiaries.
1.1.6.	"Bridge Page" shall mean one or more Internet pages which are co-branded and jointly designed and agreed upon by the parties hereto, and produced and hosted by Ticketmaster.
1.1.7.	"Call to Action" shall mean the message to a user which communicates that a Link exists and the reason the user should select such Link.
1.1.8.	"Event Calendar" shall mean the page(s) on the Ticketmaster Sites which display(s) a calendar of current and upcoming events. The Event Calendar shall include Internet pages on the Ticketmaster Site which describe only one event.
1.1.9.	"Home Page" shall mean each main portal Internet page owned and operated by Ticketmaster through which users pass to enter the Ticketmaster Site.

1.1.10.	"Internet Promotional Materials" shall mean all marketing, advertising, and promotional materials in all media, created or developed by or on behalf of one of the parties relating to or associated with this Addendum.
1.1.11.	"Link" shall mean a hypertext link located within an Internet site which takes an end user directly to another Internet site, Internet page or service on the Internet.
1.1.12.	"Other Card" shall mean any charge, credit, debit, bank, stored-value, travel or smart card issued by any Competing Credit Card Company.
1.1.13.	"Security Page" shall mean any page on the Ticketmaster Sites that a) may be displayed when a user links from a Call to Action in which the primary message is security oriented or b) has as its primary purpose the communication of the security measures used to protect transactions completed on the Ticketmaster Sites.
1.1.14.	"Ticketmaster Content" shall mean
	1.1.14.1.	all textual, audiovisual, and programming material provided solely by Ticketmaster (including without limitation, all text, fonts, designs, graphics, artwork, animation, photographs, video, sound and music, HTML, Java, and/or other formatted text files, all related graphics files, animation files, data files, modules, routines and objects, and the computer software and all of the script or program files required to exploit such materials and that collectively control the display of, and end user interaction with, the Ticketmaster Sites) that from time to time during the Term (as defined below) is included in and/or comprises any Ticketmaster Site; and
	1.1.14.2.	all such material both in its original form and state and as implemented on a Ticketmaster Site (whether existing as an individual element or in combination (in whole or in part) with other such material), together with all aspects of the design, structure, organization, presentation and layout thereof (including without limitation the user interface, navigational metaphors and stylistic conventions).
1.1.15.	"Ticketmaster Mark" shall mean any registered or unregistered trademark, service mark, or trade name owned by Ticketmaster or used by Ticketmaster pursuant to a license arrangement with the owner or licensee thereof.
1.1.16.	"Ticketmaster Sites" shall mean the Internet sites currently located at http://www.ticketmaster.com, http://my.ticketmaster.com, http://www.tm-mall.com, and any successor site thereto or mirror site thereof; provided, that the travel-related services portion of the Ticketmaster Sites currently known as "Ticketmaster Travel" and any successor area or addition thereto shall be excluded from the Ticketmaster Sites.
1.1.17.	"Transaction Page" shall mean any Internet page on the Ticketmaster Sites where a user of such pages can select the form of payment to complete a purchase transaction with Ticketmaster, its Affiliates or subsidiaries.

2.  INTERNET SPONSORSHIP.

2.1.

Internet Sponsorship.  Subject to the terms and conditions contained herein and in the Agreement, during the Term, Ticketmaster shall provide Amex with certain marketing and promotional rights as described in this Addendum (collectively, the "Internet Sponsorship"). Ticketmaster shall have no obligation to incorporate into any portion of the Ticketmaster Sites, any Bridge Page, or any Amex Placement, any reference to any person, entity, Internet

site, or service which competes with the event ticketing services, online auction services, or online city guides offered by Ticketmaster or any Affiliate thereof (each, a "Ticketmaster Competitor"), and Amex shall not provide or incorporate any reference to a Ticketmaster Competitor into any Amex Content.

2.2.

Default Card.  During the Term, Ticketmaster agrees to designate the Amex Card as the default payment method within the pull down menu on all Transaction Pages such that the Amex Card is the pre-selected method of payment. The form of such designation shall substantially conform with the example set forth on Exhibit C hereto. In the event Ticketmaster includes Other Card logos within the payment method selection area of Transaction Pages, Ticketmaster will also include an approved Amex logo within this area as part of the Default Card designation in a size determined by Ticketmaster which is not less than the Other Card logos.

2.2.1. From time to time, Amex may propose to Ticketmaster alternative formats for the Transaction Pages. Ticketmaster agrees to consider use of such alternative format, and may determine whether to accept such format in its sole discretion.

2.3.

Amex Placement Locations.  In addition to Default Card designation, Ticketmaster agrees to provide Amex with one Amex Placement on each of the Home Page, the Event Calendar Pages, the Bridge Page, the Security Page (if any), the Purchase Confirmation Email (if any), and the Transaction Page. Such Amex Placements shall appear on such pages during the Term hereof. The Amex Placements on the Home Page and the Event Calendar Pages shall be viewable to users viewing such pages on a screen size of 800 × 600 pixels without having to scroll the screen in any direction. The Parties shall jointly implement an animated (i.e. "flip" or rotating) Amex Placement on the Home Page only.



2.4.

Amex Placement Formats and Size Limitations.  The parties hereto agree to the following formats and size limitations shall apply to Amex Placement and Calls to Action:

2.4.1.	Home Page: Animated graphic or animated graphic with text link format, limited to 55 × 130 pixels and 4 kb
2.4.2.	Event Calendar Page(s): Graphic or graphic with text link format limited to 55 × 130 pixels and 4 kb
2.4.3.	Bridge Page: The entire page will constitute a graphic with text link format placement
2.4.4.	Security Page (if any): Text format limited to 20 words.
2.4.5.	Transaction Page: Graphic or graphic with text limited to 55 × 130 pixels and 4 kb

2.5.

Amex Placement Content

2.5.1.	Amex Mark.  Amex may incorporate into all graphic format Amex Placements an Amex Mark which is in a size, shape and format that conforms with Amex's Internet design policies as set forth on Exhibit B hereto, unless otherwise agreed by Ticketmaster (the "Amex Logo"). Such Amex Mark shall be in a form reasonably requested by Amex and approved by Ticketmaster.
2.5.2.	Amex as the Ticketmaster Card of Choice.  Amex may promote the Amex Card as the "Ticketmaster Card of Choice" through all graphic format Amex Placements. Such promotion shall be in a form reasonably requested by Amex and approved by Ticketmaster.

2.5.3.	Call to Action.  Amex may incorporate a Call to Action into each Amex Placement as follows:
	2.5.3.1.	The Home Page and Event Calendar Page(s) Amex Placements shall each include a Call to Action relating to Special Relationship Opportunities and other Amex Cardmember benefits.
	2.5.3.2.	The Bridge Page Amex Placement shall include Calls to Action relating to Special Relationship Opportunities. In addition to the Amex logo and the "Card of Choice" copy described in Section 2.5.2 hereof, Ticketmaster will include on the Bridge Page: (a) Amex Content describing Special Relationship Opportunities as agreed to by the Parties, and (b) a Call to Action limited to the text "Discover American Express Online Benefits, click here" or similar language.
	2.5.3.3.	In the event Ticketmaster implements a Security Page, the Security Page Amex Placement shall include a Call to Action with Link to content relating to certain Amex assurances for purchases made with the Amex Card. Content of such Call to Action and content linked to shall be subject to Ticketmaster's prior approval. Set forth on Exhibit E hereto is a current representation of the Call to Action and type of assurances Amex desires to promote on the Ticketmaster Sites. Any changes to such assurances as posted on the Ticketmaster Sites shall be subject to Ticketmaster's prior approval.
	2.5.3.4.	The Transaction Page Amex Placement shall include an Annex Placement subject to Ticketmaster's prior approval, provided that such Amex Placement will not be in the form of a Call to Action or any Link leading away from the Transaction Page. Such Amex Placement will be in the form set forth on the Transaction Page mock-up provided in Exhibit C to this Addendum.
2.5.4.	Links.  At all times during the Term, Amex may incorporate a Link into each Amex Placement as follows:
	2.5.4.1.	The Home Page Amex Placement and Event Calendar Page(s) Amex Placement shall each contain a Link to a Bridge Page.
	2.5.4.2.	Bridge Pages may contain Links to Internet pages on the Amex Site related to a Call to Action.
	2.5.4.3.	In the event Ticketmaster implements a Security Page, the Security Page Amex Placement shall contain a Link to a Bridge Page. In the event Ticketmaster implements a Purchase Confirmation Email, the Purchase Confirmation Email shall contain a Link to a Bridge Page.

2.6.

Bridge Page.  The parties hereto agree that the Special Relationship Opportunities shall be promoted on a Bridge Page at all times that a Special Relationship Opportunity is being promoted during the Term.

2.6.1. Security and Purchase Protection.  During the Term, Ticketmaster agrees to allow Amex to promote on a Bridge Page certain assurances with respect to the use of the Amex Card on the Internet. Set forth on Exhibit E hereto is a current representation of the type of assurances Amex desires to promote on the Ticketmaster Sites. Any changes to such assurances as posted on the Ticketmaster Sites shall be subject to Ticketmaster's prior approval.

2.7.

Third Party Server.  Ticketmaster may host, serve, and track graphic format placements using a third party server of Ticketmaster's choice, including without limitation NetGravity. Ticketmaster agrees to make available to Amex the reports set forth in Section 5.1 of this Addendum, including any reports generated by a third-party server with respect to the Amex Placements.



2.8.

Amex Placement Examples.  The parties hereto agree that Exhibit C represents allowable examples of format and content for the Amex Placements. Amex may propose alternative formats and content which are consistent with the examples set forth in Exhibit C, which formats and content may be used subject to Ticketmaster's reasonable discretion.



2.9.

Purchase Confirmation E-Mail.  During the Term, Ticketmaster may determine to commence a program whereby any customer who completes an Internet purchase transaction on the Ticketmaster Sites receives an electronic mark communication from Ticketmaster ("Purchase Confirmation E-Mail"). Such communication may include confirmation of such transaction with order and shipping information. If and when Ticketmaster commences such program, Ticketmaster agrees to include an Amex Placement within such Purchase Confirmation E-Mail that includes the following: (i) reference to Amex as "Ticketmaster Card of Choice", and (ii) a Call to Action of no more than thirty (30) words related to Special Relationship Opportunities or Amex Cardmember Benefits. In the event that Ticketmaster provides graphic placements on Purchase Confirmation E-Mails in the ordinary course of business, Ticketmaster shall provide graphic placements for Amex on such Purchase Confirmation E-Mails on an exclusive basis for credit cards only.



2.10.

Location of Ticket Sales.  Ticketmaster agrees that it will sell tickets to events only on the Ticketmaster Sites, and not on any Internet site other than the Ticketmaster Sites.

3.  eWALLET.

3.1.

If, during the Term, Ticketmaster develops or licenses the capability to store, in a secure environment, a customer's billing information for use by such customer at the Ticketmaster Sites from time to time to complete purchase transactions on the Ticketmaster Sites, Ticketmaster agrees to provide Amex with an opportunity to make the Amex Cards compatible with such eWallet Capability.

4.  PRESERVATION OF PROMOTIONAL VALUE.

4.1.

[XXX CONFIDENTIAL TREATMENT REQUESTED]

4.1.1.	[XXX CONFIDENTIAL TREATMENT REQUESTED]
4.1.2.	Furthermore, the foregoing shall not be construed to prevent Ticketmaster from designating any Other Card as a method of payment within the Ticketmaster Sites.
4.1.3.	The foregoing shall not be construed to prevent Ticketmaster from displaying any "Competing credit card company" logo on the Transaction Page at the point of purchase and in a size no larger than the Amex Card logo.

4.2.

The parties acknowledge that the format and layout of the Ticketmaster Sites may, in Ticketmaster's sole discretion, change or be added to from time to time during Term. The Home Page, Event Calendar Page(s), Security Pages (if any) and Transaction Pages may, in the course of such changes or additions, be removed, added or revised. To the extent Ticketmaster makes any changes, deletions or additions to the Ticketmaster Sites which materially diminishes the promotional value of the Amex Placements, then Ticketmaster

agrees to provide Amex with an alternative promotional opportunity to replace the value that was lost as a result of such changes.

4.2.1. The parties agree that in determining the "promotional value" or "promotional opportunity", as described in Section 4.2 of this Addendum, the parties shall, take into consideration features such as the number of unique users of the Ticketmaster Sites who view the Amex Placement, the number of times an Amex Placement is displayed to such users, and the quality and nature of the Amex Placement.

5.  REPORTS.

5.1.

Ticketmaster will deliver to Amex on a quarterly basis the following information, including to the extent such information is provided by means of a third party server pursuant to Section 2.7 of this Addendum: a) Ticketmaster online Charges (quantity and total dollars) made by Amex Cardmembers broken out by commerce category (for instance event tickets, merchandise, and travel), b) Ticketmaster online Charges (quantity and dollars) made by Amex Cardmembers as a percentage of total Ticketmaster online Charges broken out by commerce category, c) total number of times each Home Page is displayed to users, d) total number of times each Amex Placement is displayed to users, e) total number of times users respond to an Amex Placement Call to Action by Linking from the Placement to another Internet site, page or service.

6.  REPRESENTATIONS, WARRANTIES & COVENANTS.

6.1.

Ticketmaster represents, warrants and covenants to Amex that the Ticketmaster Sites (excluding all Amex Content and all software or content provided by third parties):

6.1.1.	subject to Ticketmaster scheduled and reasonable maintenance, shall be fully and continuously accessible to Internet users by means of the World Wide Web for at least 95% of each calendar month; and
6.1.2.	shall operate and be compatible with generally available versions of the following browsers: Netscape and Microsoft Internet Explorer.

6.2.

Ticketmaster acknowledges that Amex's performance of its obligations hereunder must comply with Amex's internal policies relating to privacy of customer data. Attached hereto as Exhibit D is a copy of Amex's Internet privacy policies in effect on the date hereof.



6.3.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, AMEX HEREBY ACKNOWLEDGES AND AGREES THAT THE TICKETMASTER SITES, INCLUDING BUT NOT LIMITED TO THE TRANSACTION PAGE(S), EVENT PAGE(S), BRIDGE PAGE(S) AND HOME PAGE(S) (THE "TICKETMASTER SITES AND PAGES"), ARE BEING PROVIDED TO AMEX AND END USERS "AS IS, WITH ALL FAULTS," AND THAT TICKETMASTER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE USEFULNESS, ACCURACY, COMPLETENESS, FEASIBILITY, RELIABILITY OR EFFECTIVENESS OF THE TICKETMASTER SITES AND PAGES, OR THAT THE OPERATION OF THE TICKETMASTER SITES AND PAGES WILL BE UNINTERRUPTED OR ERROR-FREE.



6.4.

EXCEPT AS SPECIFICALLY PROVIDED IN THIS ADDENDUM, THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT TO THE TICKETMASTER SITE.

7.  PRODUCTION SCHEDULE.

7.1.

Ticketmaster will implement all Amex Content on the applicable portion of the Ticketmaster Sites within sixty (60) days of receipt of such Amex Content, provided that such Amex Content is supplied in the format(s) reasonably requested by Ticketmaster and otherwise complies with the terms and conditions set forth in this Addendum and the Exhibits hereto.

8.  PROJECT LIAISONS.

8.1.

The parties hereto agree to designate from time to time "Project Liaisons" for the purposes of providing a day to day contact for the management of the respective obligations of the parties under this Addendum and relating to the Online Sponsorship. Such Project Liaisons designees may be changed at any time by either party hereto provided such party provides written notice of such change to the other party. As of the date of the Agreement. Amex designates Caroline Gilbert as its Project Liaison and Ticketmaster designates Robert Perkins as its Project Liaison.

9.  APPROVALS.

9.1.

Ticketmaster Approval.  Except as otherwise provided in this Addendum or the Agreement, Ticketmaster shall have the sole and absolute right of approval over all Ticketmaster Internet Promotional Materials, over the location and appearance of every Ticketmaster Mark, and each and every representation thereof, which approval shall be exercised in Ticketmaster's sole discretion; provided however, the foregoing shall not be deemed to limit Ticketmaster's obligations under Section 4 of this Addendum. In no event shall Amex use any Internet Promotional Materials or any Ticketmaster Marks until Amex has received such approval from Ticketmaster in writing, nor shall Amex use any such items in any form or manner other than as specifically approved by Ticketmaster. Amex recognizes that Ticketmaster shall exercise its sole discretion hereunder in all instances to maintain Ticketmaster's high standards and good image and reputation. Ticketmaster shall endeavor to provide its approvals or disapprovals hereunder within five (5) business days after receipt of the applicable material from Amex. Failure by Ticketmaster to provide any approval hereunder within fifteen (15) business days after receipt of the applicable material from Amex shall be deemed Ticketmaster's disapproval.



9.2.

Amex Approval.  Except as otherwise provided in this Addendum or the Agreement, Amex shall have the sole and absolute right of approval over all Amex Internet Promotional Materials, over the location and appearance of the Amex Mark within the Amex Site or the Bridge Pages, over each and every use of every Amex Mark, and each and every representation thereof, which approval shall be exercised in Amex's sole discretion. In no event shall Ticketmaster use any Amex Internet Promotional Materials, the Amex Logo, or any Amex Marks until Ticketmaster has received such approval from Amex in writing, nor shall Ticketmaster use any such items in any form or manner other than that approved by Amex. Ticketmaster recognizes that Amex shall exercise its discretion hereunder in all instances to maintain Amex's high standards and good image and reputation. Amex shall endeavor to provide its approvals or disapprovals hereunder within five (5) business days after receipt of the applicable material from Ticketmaster. Failure by Amex to provide any approval hereunder within 15 business days after receipt of the applicable material from Ticketmaster shall be deemed Amex's disapproval.

10. INDEMNIFICATION FOR INTELLECTUAL PROPERTY INFRINGEMENT.

10.1.

Ticketmaster agrees to defend and/or handle at its own expense, any third-party claim or action against Amex or its Affiliates (including without limitation, its parent, subsidiaries, officers and directors) for any actual or alleged infringement of any patents, trademarks, service marks, copyrights, misappropriation of trade secrets or any similar proprietary

rights, based upon any page of the Ticketmaster Sites which displays or comprises an Amex Placement (i.e., the Security Page (if any), the Home Page, the Event Calendar Page(s), and the Bridge Page (excluding the Amex Content provided in connection with such pages). Ticketmaster further agrees to indemnify and hold Amex and its Affiliates harmless from and against any and all liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees) associated with any such claim or action. Ticketmaster shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing.

10.1.1. If any portion of the Ticketmaster Content as implemented on the Ticketmaster Sites becomes, or in Ticketmaster's opinion is likely to become, the subject of any third-party claim or action as described in subsection 10.1 above, then, Ticketmaster, at its sole option and expense may either, as Amex's sole remedy with regard to such claim or action: (i) procure for Amex the right to continue using same as contemplated hereunder; (ii) modify same to render same non-infringing (provided such modification does not adversely affect the use of the Ticketmaster Sites as contemplated hereunder); or (iii) to Amex's satisfaction, replace same with equally suitable, functionally equivalent, compatible, non-infringing products, materials or services.

10.2.

Amex agrees to defend and/or handle at its own expense, any third-party claim or action against Ticketmaster or its Affiliates (including without limitation, its parent, subsidiaries, officers and directors) for any actual or alleged infringement of any patents, trademarks, service marks, copyrights, misappropriation of trade secrets, or any similar proprietary rights, based upon the Amex Site, Amex Content or any portion thereof furnished or utilized by Amex or based on Ticketmaster's use thereof. Amex further agrees to indemnify and hold Ticketmaster and its Affiliates harmless from and against any and all liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees) associated with any such claim or action. Amex shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement.

QuickLinks

Information marked [XXX CONFIDENTIAL TREATMENT REQUESTED] has been omitted pursuant to a request for confidential treatment. Such omitted information has been filed separately with the Securities and Exchange Commission.
SPONSORSHIP MARKETING AGREEMENT
INTERNET SPONSORSHIP ADDENDUM

EX-10.5

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.5

AMENDMENT TO LICENSE AGREEMENT

    THIS AMENDMENT TO LICENSE AGREEMENT ("Amendment") is entered into this      day of August, 1999, by and between Ticketmaster Corporation ("Ticketmaster") and Ticketmaster Group Limited Partnership ("User"), with reference to the following facts:

    A.  Ticketmaster and User entered into that certain License Agreement dated as of May 23, 1991 ("License Agreement"), whereby Ticketmaster granted User an exclusive license and right to use the Ticketmaster System, name, logo and Mark in connection with User's computerized event ticketing business in the Market Area upon the terms and conditions set forth in the License Agreement.

    B.  Ticketmaster and User hereby desire to amend the License Agreement in certain respects as set forth herein.

    NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:

    1.  Defined Term(s).  For purposes of the License Agreement, as hereby amended, the following terms shall have the meanings set forth below:

    "System" means and includes any software or hardware or combination thereof which is owned or controlled by, or licensed to or otherwise authorized for use by, Ticketmaster in connection with a computer based system for distributing tickets used in the United States, including related procedures established and maintained by Ticketmaster for the purpose of voice and data communications or selling, accounting, auditing or controlling the sale of tickets for events.

    "TM System User" means and includes any person, sole proprietorship, partnership corporation, joint venture or other legal entity (other than Ticketmaster) operating the System within the United States. Any such entity may be wholly owned or controlled by Ticketmaster, partially owned, a joint venture or independent of Ticketmaster.

    All other capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the License Agreement.

    2.  Condition to Effectiveness.  This Amendment shall not be effective unless and until the parties have entered into and executed a definitive settlement and release agreement with respect to claims asserted in and related to that certain lawsuit entitled Ticketmaster Group Limited Partnership v. Ticketmaster Corporation (and related counterclaim), USDC Case No. 97 C2337, filed on or about April 4, 1997 in United States District Court for the Northern District of Illinois, and the Court shall have entered a final non-appealable Order dismissing the lawsuit with prejudice. The "Effective Date" of this Amendment shall be the same date as the Effective Date of the Settlement Agreement being executed concurrently herewith, as defined in paragraph 4 thereof.

    3.  Additional Payments.  Effective as of September 1, 1997, each of the Per Ticket Amounts set forth in the table in Section 4 of the License Agreement shall be increased by an amount equal to $0.02. The amount of the Additional Payment for each applicable period since September 1, 1997 shall be recalculated based upon such increase in the Per Ticket Amounts, and the additional amount due through July 31, 1999, shall be paid by User to Ticketmaster no later than five days subsequent to the Effective Date. All Additional Payments resulting from such $0.02 increase to the Per Ticket Amount shall be in consideration of the settlement of the litigation referred to in Section 2 above and Ticketmaster's agreement to permit User to continue to have the right and license to use the Mark within the Market Area in accordance with the provisions of the License Agreement, as amended hereby.

    4.  Upgrades.  Sections 12(b), 12(c), 12(d) and 12(e) of the License Agreement are hereby deleted in their entirety and the following are hereby substituted in lieu thereof:

    (a) Ticketmaster shall provide to User during the term of this Agreement, at no additional cost to User (except as set forth in Section 12(e) below) and at the request of User, any software used on, in connection with or as any part of any System operated or used in the United States by Ticketmaster or any TM System User. Such software shall include, without limitation, enhancements, upgrades to the System's operating software, new software products (including, by way of example only, "FANTm" and "IVR") and software embedded in or part of any hardware. Notwithstanding the foregoing, Ticketmaster shall have no obligation to provide User with (i) the beta versions of any software, or developmental or experimental software, whether or not in use by Ticketmaster or any TM System User in connection with any System or (ii) software developed for special events or attractions (including, by way of example only, the Olympics) and which is not practical for day-to-day use because of its complexity or unique purpose and may not be cost effective for day-to-day use, or which for other economic reasons is not made generally available to TM System Users outside of the scope of a single use special event application and therefore does not become a permanent part of the System. Notwithstanding the foregoing, User shall have the right to such special event software pursuant to the terms of this Section 12(b) should a comparable special event (i.e., the Summer Olympics occurs in the Washington/Baltimore region) be held in the Market Area.

    (b) If, at any time during the term of this Agreement, User shall receive an upgrade to or improved version of the software used in the System, the implementation of which would require a conversion of User's database, Ticketmaster shall, upon User's request, promptly effect such conversion on behalf of User and shall bill User for such efforts in accordance with Section 12(e) below.

    (c) In the event that User shall, at any time during the term of this Agreement, request that Ticketmaster develop custom enhancements to the System to meet certain specific performance criteria reasonably requested by User, Ticketmaster shall use reasonable efforts to cause such custom enhancements to be developed by its programmers in consideration of the payment by User to Ticketmaster of the costs set forth in Section 12(e) below.

    (d) User shall be responsible for the direct and actual out-of-pocket costs incurred by Ticketmaster in installing any provided software and training User's personnel in the using of provided software under Section 12(b), converting User's database under Section 12(c), and developing custom enhancements under Section 12(d). Such direct and actual out-of-pocket costs shall include transportation and lodging and actual hourly personnel costs, but shall not include overhead, miscellaneous administrative costs and other similar indirect costs. Pursuant to Section 14 of this Agreement, User shall also be responsible for the costs of any and all hardware used by User in connection with any software provided under this Section 12, including, without limitation, all direct and actual costs for the installation of such hardware.

In addition, the second and third sentences of Section 8 of the License Agreement are hereby deleted in their entirety, it being the intent of the parties that User shall have access throughout the Term of the License Agreement to the most current technology available from Ticketmaster for use in connection with the System, and that Ticketmaster shall make available to User hardware and software such that User will have the ability to operate a system having performance capabilities equal to those of any other TM System User.

2

    5.  Cooperation and Support.  Section 12 of the License Agreement is hereby amended to add the following to the end of such Section:

    (a) At Ticketmaster's request, User shall cooperate with Ticketmaster and utilize reasonable efforts to participate in Ticketmaster promotional campaigns, tours, events or other programs which are conducted on a national or regional basis. Ticketmaster shall use its reasonable efforts to offer User the opportunity to participate fully in all such promotional campaigns, tours or other programs which involve the Market Area. In the event that User shall agree, in writing, to participate fully in any such program designated by Ticketmaster, then User shall receive a share of revenues received by Ticketmaster (after deduction of actual costs to Ticketmaster regarding the establishment of the program, including, without limitation, legal fees, but exclusive of administrative costs) for its participation in such programs that is reasonably proportionate to User's participation, or a share of compensation that is otherwise mutually agreeable to the parties.

    (b) With User's prior consent, Ticketmaster and/or a TM System User may sell tickets to events located or to take place within the Market Area and, with Ticketmaster's prior consent (or that of the TM System User in the relevant geographic area), User may sell tickets to events located or to take place outside of the Market Area, in which event revenue due each party shall be calculated taking the per ticket gross revenue received in excess of the ticket face price (expressly excluding any revenue derived from handling charges), reducing such gross revenue by direct actual sales costs such as (but not necessarily limited to) credit card processing fees and venue and promoter rebates and royalties, and splitting the resulting net revenue equally between the parties, unless the parties shall mutually agree to a different revenue distribution. User shall not receive a share of revenues as contemplated by the immediately preceding sentence for special events covered by Section 5 of this Agreement.

    (c) Ticketmaster shall utilize reasonable efforts to permit User to participate in (A) Ticketmaster's periodic national technology support conference calls and meetings to the extent that those calls and meetings take place, subject to Ticketmaster's right to exclude User in order to protect attorney/client privileged communications or confidential or proprietary information, and (B) conference calls and meetings concerning national or regional promotional, marketing, sales or similar campaigns in which User has agreed to participate to the extent that those calls and meetings take place. Ticketmaster shall also provide User with appropriate documents relative to the administration of any such campaign in which User has agreed to participate.

    6.  Internet Sales.  Ticketmaster and/or Ticketmaster Online-City Search shall integrate User's ticket sales information and ticket sales transaction processing onto Ticketmaster's Internet web site (currently known as "ticketmaster.com") (the "Web Site"), and shall enable User and its clients to sell tickets through the Web Site in the same manner as other TM System Users, it being agreed and understood that Ticketmaster will use reasonable efforts, with User's cooperation, to perform its obligations pursuant to this sentence within ten days after the date of this Amendment. User agrees to reimburse Ticketmaster and/or Ticketmaster Online-City Search for all out-of-pocket expenses incurred in connection with making such access to the Web Site available to User, in accordance with Section 12(e) of the License Agreement, as amended. In addition to any other payments due to Ticketmaster under the License Agreement, as amended hereby, and in consideration of Ticketmaster and/or Ticketmaster Online-City Search making the Web Site available to User as aforesaid, User shall pay Ticketmaster an amount equal to $0.25 per ticket for each ticket sold by User through the Web Site. Such payments shall constitute Additional Payments as defined in Section 4 of the License Agreement, as amended hereby. Upon completion of Ticketmaster's performance of its obligations pursuant to the first sentence of this Section 6, User shall promptly discontinue the provision of ticket

3

and merchandise sales information and services on that certain web site currently known as "ticketmasterwb.com".

    7.  Equipment.  Section 14 of the License Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

    During the term of this Agreement, User shall have the right to purchase from Ticketmaster or from any entity owned or controlled by Ticketmaster (i) any hardware, computer equipment, voice or data communications equipment or other equipment developed or manufactured by Ticketmaster or any entity owned or controlled by Ticketmaster, or (ii) any third party hardware or equipment offered for sale by Ticketmaster or any entity owned or controlled by Ticketmaster, where such hardware or equipment shall be used by User on or in connection with the System. The obligations of this paragraph shall extend to all upgrades, advances or other technological improvements, but Ticketmaster shall have no obligation to sell to User developmental or experimental hardware or equipment, whether or not in use by Ticketmaster or any TM System User in connection with the System. The cost to User of any such provided hardware or equipment sold hereunder shall be (i) 150% of Ticketmaster's direct and actual cost for Ticketmaster developed or manufactured hardware or equipment or (ii) 110% of Ticketmaster's cost for hardware and equipment developed or manufactured by third parties. If requested by User, Ticketmaster shall assist User with the installation, start-up, initial use and training on the use of said hardware and equipment. User shall reimburse Ticketmaster for the cost of delivering, installing, starting up and training User in the operation of such hardware and equipment in accordance with Section 12(e) of this Agreement.

    8.  Non System-Related Software.  The provisions of Section 12(b) of the License Agreement, as amended hereby, shall not apply to software owned or licensed by Ticketmaster or any entity owned or controlled by Ticketmaster that does not work with or rely on a connection (either periodic or continuous) to the System for proper operation and which are offered by Ticketmaster or such other entity for sale or license to third parties (the "Non System-Related Software"). Examples of software falling within the scope of Section 12(b) of the License Agreement, as amended hereby (and not within the scope of this Section 8), include, without limitation, bar coding (e.g., FANTm), IVR voice response units, ticket sales kiosks, credit card authorization, client settlement and similar accounting programs, PCI, disaster recovery programs, VRun reports, offline archiving of accounts, niterun, TMWIN99 or similar Systems communications software and fraud programs. Examples of software falling outside of the scope of Section 12(b) of the License Agreement, as amended hereby (and within the scope of this Section 8), include Archtics season ticketing software and Foxman's FanTracker. Solely as a means of further illustrating the intent of the parties, should Ticketmaster acquire the rights to software sometimes known as Paceolan, the Paceolan software would be covered by this Section 8 and not by Section 12(b) of the License Agreement, as amended hereby, but any interface developed by Ticketmaster to connect the system to the Paceolan software would be covered by Section 12(b), as amended hereby. User shall have the right to license (if licensing is offered as an option) or purchase (if purchasing is offered as an option) any and all of such Non System-Related Software from Ticketmaster or such entity owned or controlled by Ticketmaster for sublicense or sale to User's clients. The cost to User of any such Non System-Related Software shall be equal to the lowest generally prevailing fee charged from time to time to clients by Ticketmaster or such entity owned or controlled by Ticketmaster for such Non Systems-Related Software, it being agreed and understood that User may determine, in its sole discretion, the amount to be charged to User's clients with respect to the sublicense or sale of such Non Systems-Related Software to those clients. It is further agreed and understood that User shall pay a separate fee to Ticketmaster each time that the Non Systems-Related Software is sublicensed or sold by User to a client (e.g., if the Archtics season ticketing software is sublicensed or sold by User to ten venues, User shall pay Ticketmaster the applicable fee times ten). No later than five days subsequent to the Effective Date, User shall pay $50,000 to Ticketmaster, being

4

the fee payable with respect to the license by User of the Archtics season ticketing software to be sublicensed by User to the Baltimore Orioles. Notwithstanding the foregoing, such $50,000 license payment shall not be applicable for the use of the Archtics season ticketing software, alone or through User's System, by the Washington Redskins or the Baltimore Ravens National Football League football teams or their respective successors or assigns inasmuch as the purchase of the Archtics use license by those entities occurred prior to the acquisition of Distributed Systems Architects, Inc/Archtics by Ticketmaster.

    9.  Use of Ticketmaster Facilities.

    (a) Except as otherwise provided in Section 9(b), if Ticketmaster's or its affiliates' facilities are to be used by User in connection with any software provided by Ticketmaster to User pursuant to the License Agreement, as amended hereby, then User shall pay to Ticketmaster or its affiliates, as applicable, such amounts as may be required by Sections 12(e) and 14 of the License Agreement, as amended hereby, together with an amount that reflects User's proportionate share of costs of the use of the facility not otherwise covered by said Sections 12(e) and 14.

    (b) User shall have access to and use of Ticketmaster's disaster recovery facility (the "Facility"), currently located at Ticketmaster's Detroit data center, which access and use shall be pursuant to such guidelines as Ticketmaster may reasonably establish for all similar Facility users. In consideration of such access to and use of the Facility, User shall pay Ticketmaster a fee of $40,000 for the first year of User's access to and use of the Facility (which year shall commence as of the date of User's access to the Facility) and $36,000 for each subsequent year of access to and use of the Facility, payable in full, for each applicable year, no later than 30 days after the commencement of such year, plus any direct and actual out-of-pocket costs incurred by Ticketmaster in training User's personnel at User's offices relative to the use of the Facility. In addition to the foregoing, User shall be responsible for the cost of necessary data communication equipment upgrades made by Ticketmaster on behalf of User (as determined pursuant to Section 14 of the License Agreement, as amended hereby); a proportionate share of future data communication cost increases related to the operation of the Facility; and, the installation and operational costs of the data communications line necessary to transmit User's System data to the Facility. The Facility shall receive and save a continuous stream of User's System data during all of User's operating hours. In the event that User's System fails, for whatever reason, the Facility shall have the capability of regenerating User's then-current System database onto hardware installed at the Facility, and coming online through dial-up or other data communications to User's clients, outlets, phonerooms and administrative offices, to provide continuing ticket sales and other ticketing functions until full use of User's System is restored.

    10.  Consent to Transfer.  Ticketmaster hereby consents to the transfer of Centre Group Limited Partnership's interest in User to Washington Sports & Entertainment Limited Partnership (or to a wholly-owned subsidiary of Washington Sports & Entertainment Limited Partnership if such subsidiary agrees in writing to be bound by the terms and conditions of Section 16 of the License Agreement); provided, however, that such transfer is consummated by December 31, 1999 and written verification of such transfer is received by Ticketmaster by January 15, 2000. Said transfer, if consummated, shall have no impact on the parties' respective rights and obligations under the License Agreement or this Amendment, and User shall remain liable for all of User's duties and obligations thereunder and hereunder. By its execution of this Amendment in the space provided below, Washington Sports & Entertainment Limited Partnership agrees to be bound by the terms and conditions of Section 16 of the License Agreement if such transfer to Washington Sports & Entertainment Limited Partnership is consummated. User represents that Washington Sports & Entertainment Limited Partnership is under common control with Centre Group Limited Partnership, and prior to the Effective Date User has provided Ticketmaster with a letter outlining the identity of and relationship between the transferor and the transferee.

5

    11.  Remedies.  The intent of the parties is to cooperate to advance their mutual interests, and to reduce the likelihood of future disputes. To that end, the parties amend as follows those provisions of the License Agreement outlining their respective rights and remedies in the event of a breach or default (including, without limitation, those governing termination). Except for the provisions of Sections 10, 11(a)(i) and (ii), 11(b), (11(c) and 11(d) of the License Agreement, which remain in full force and effect, in the event of any breach or alleged breach of the License Agreement, the complaining party shall give the other written notice of the alleged breach and, if curable, of the proposed remedy or cure. The defaulting party shall remedy said breach within seven days or (solely with respect to a breach other than a failure to pay when due amounts owing to Ticketmaster under the License Agreement) such longer period as may be reasonably required to effectuate such remedy so long as remedial action is commenced within such seven-day period and is actively and diligently pursued to completion. Except as set forth in Sections 10, 11(a)(i) and (ii), 11(b), 11(c) and 11(d) of the License Agreement, no breach shall justify termination of the License Agreement unless there has been a material and substantial non-performance or other breach of the License Agreement.

    12.  Use of the System:  In the event that the System is, at any time during the term of the License Agreement, being operated by Ticketmaster or a TM System User outside of the Market Area in connection with any independent or third-party computer system (other than any such connection which is in the developmental, experimental or testing stage), then Ticketmaster will authorize User (at no additional charge to User by Ticketmaster solely to provide such authorization) to operate the System within the Market Area in connection with such independent or third-party computer system (if permitted by such independent or third-party provider) in the same manner as being operated by Ticketmaster or such TM System User. By way of example only:

If a theater uses the Paceolan ticketing system to sell season tickets and walk up box office tickets, and interfaces the Paceolan system to a TM System User's System, so that ticket inventory can be transferred back and forth between the two systems to permit the sale of telephone, outlet, or internet sales on the TM System User's System, then User shall be permitted that use.

    13.  Representations and Warranties.  Each party represents and warrants that (i) it has full and exclusive power and authority to enter into and be bound by this Amendment and that the person executing this Amendment on behalf of such party is duly authorized to do so, and (ii) this Amendment is a duly authorized, valid and binding agreement of such party, enforceable against such party in accordance with its terms.

    14.  Notices.  Section 22 of the License Agreement is amended to change the addresses for notice to the following:

If to Ticketmaster, to:	Ticketmaster Corporation 3701 Wilshire Blvd., 9th Floor Los Angeles, CA 90010 Attn: Terry Barnes, President and CEO, and Daniel R. Goodman, Executive V.P. and General Counsel
With a copy to:	Neal, Gerber & Eisenberg Two North LaSalle Street Suite 2100 Chicago, Illinois 60602 Attn: Norman J. Gantz

6

If to User, to:	Ticketmaster Group Limited Partnership c/o AP Tickets, Inc. One Harry S. Truman Drive Landover, Maryland 20785 Attn: Abe Pollin Paul d'Eustachio
With a copy to:	Arent Fox Kintner Plotkin & Kahn, PLLC 1050 Connecticut Avenue, N.W. Washington, D.C. 20036-5339 Attn: David M. Osnos

    15.  Conflicting Terms.  In the event a conflict arises between this Amendment and the terms and conditions of the License Agreement, the terms and conditions of this Amendment shall control. Except as specifically set forth herein to the contrary, all of the terms and conditions of the License Agreement are in full force and effect, shall continue in full force and effect throughout the term and are hereby ratified and confirmed by the parties.

    16.  Counterparts.  This Amendment may be executed and delivered in multiple counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute but one and the same instrument.

    IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

TICKETMASTER CORPORATION,	TICKETMASTER GROUP LIMITED PARTNERSHIP, an Illinois corporation a Maryland limited partnership
	By:	AP Tickets, Inc., its sole General Partner
By:	By:	_________________________________ Paul d'Eustachio
Title:	Title:	_________________________________ President
AGREED TO AS OF THE DATE HEREOF FOR PURPOSES OF SECTION 10.
WASHINGTON SPORTS & ENTERTAINMENT LIMITED PARTNERSHIP
By:
Title:

7

LICENSE AGREEMENT

    THIS AGREEMENT is made and entered into as of the 23rd day of May, 1991, by and between Ticketmaster Corporation, an Illinois corporation ("Ticketmaster"), and Ticketmaster Group Limited Partnership, a Maryland limited partnership ("User").

WITNESSETH:

    WHEREAS, Ticketmaster is the owner of certain software systems, accounting procedures and know-how which, in the aggregate, comprise a computerized event ticketing system (the "System"); and

    WHEREAS, Ticketmaster is the owner of and/or claims ownership rights to the name, mark and logo "Ticketmaster" (the "Mark"), which Mark is used in conjunction and identified with the System; and

    WHEREAS, the System and the Mark are known within the computerized ticketing industry and by the public as connoting a high level of quality and service; and

    WHEREAS, User desires to be granted a license by Ticketmaster to use the System and the Mark in connection with User's computerized event ticketing business in the territory described in Exhibit I attached hereto (the "Market Area");

    NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

    1.  License.  Ticketmaster hereby grants to User an exclusive right and license to use the System and (solely in connection with the System and the provision of computerized ticketing services) the Mark within the Market Area; subject to the rights retained by Ticketmaster in accordance with Section 5 hereof.

    User hereby acknowledges that the System and the name "Ticketmaster" are highly regarded in the computerized ticketing industry and by the public, and that Ticketmaster deems it important that all persons using the System or such name operate in a manner consistent with good business practice. Accordingly, User agrees to operate its business in a manner that will not negatively affect the reputation of the System or the Ticketmaster name, including, without limitation thereby, the prompt settlement of accounts and the honoring of all bona fide obligations.

    Ticketmaster further assigns all of its right, title and interest in and to those certain agreements described on Exhibit II attached hereto to User, it being agreed and understood that (i) such agreements are assigned by Ticketmaster to User as is, and without any representations and warranties whatsoever, and (ii) User shall indemnify and hold Ticketmaster and its officers, directors, employees, agents, representatives, affiliates, shareholders, successors and assigns harmless from and against any and all losses, claims, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys fees) arising from or related to such agreements and to the performance thereof by User at any time from and after the date hereof.

    2.  Term.  The initial term of this Agreement and the license granted hereby shall commence on the date hereof, and shall remain in force, unless terminated earlier in accordance with the provisions hereof, until the tenth (10th) anniversary of the Operational Date. This Agreement may be renewed by User for two additional five year terms by written notice of renewal delivered by User to Ticketmaster no less than 90 but no more than 150 days prior to the expiration of the then current term of this Agreement so long as User is not in default under this Agreement either at the time such notice is delivered or at the time the renewal period is scheduled to commence.

    As used in this Agreement, (A) the term "Operational Date" shall mean the date upon which the System becomes operational in the Market Area or any part thereof, and (B) the term "Operational Year" shall mean the twelve-month period commencing on the Operational Date and ending on the first anniversary of such date and each twelve-month period thereafter.

    3.  Base Payments.  User shall pay to Ticketmaster during each year of the term hereof a minimum annual royalty in the amount of $125,000 for the right to use the System and the Mark in the Market Area (the "Base Payment"). The Base Payment shall be payable in advance in equal quarterly installments commencing on the Operational Date.

    All Base Payments shall be made by User directly to Ticketmaster in United States Dollars in the manner designated by Ticketmaster from time to time during the term of this Agreement, which may include wire transfer into a Ticketmaster bank account.

    4.  Additional Payments.  In addition to the Base Payments, User shall pay to Ticketmaster with respect to each Operational Year an additional royalty (the "Additional Payment") equal to (i) the Number of Tickets Sold multiplied by the Per Ticket Amount minus (ii) the aggregate Base Payments actually paid by User to Ticketmaster during that Operational Year. To the extent that in any Operational Year part (i) of the foregoing calculation does not exceed part (ii) thereof, no Additional Payment shall be made by User to Ticketmaster for that Operational Year and Ticketmaster shall not be obligated to return any portion of the Base Payments paid during such Operational Year or to credit any amount against Additional Payments payable in any succeeding Operational Year. As used herein "Number of Tickets Sold" shall mean for any Operational Year the number of tickets sold or distributed by User, whether or not by or through the System or using the Mark, in the Market Area and to which a customer convenience charge or service charge is or normally is attached, whether at remote ticket outlets, by telephone, by mail order, at facility box offices, at User locations or elsewhere (exclusive of complimentary and season tickets and tickets sold at a facility box office by a party not affiliated with User where that party assesses a service charge no part of which accrues to the benefit or is otherwise payable to User or User's affiliates). Further, as used herein, the "Per Ticket Amount" shall be the amount set forth below during each of the indicated Operational Years (including permissible renewal periods):

During Operational Years	The Per Ticket Amount Shall Be
1 through 2	$0.06
3 through 4	$0.07
5 through 6	$0.08
7 through 8	$0.09
9 through 10	$0.10
11 through 12	$0.11
13 through 14	$0.12
15 through 16	$0.13
17 through 18	$0.14
19 through 20	$0.15

In the event that this Agreement is terminated for any reason prior to its expiration, the period commencing on the day following the end of the prior Operational Year and ending on the date of termination shall be deemed to be an Operational Year for purposes of this Agreement.

    Additional Payments for each Operational Year shall be calculated and paid by User to Ticketmaster in United States Dollars on a quarterly basis, within ten (10) days following any quarter during an Operational Year in which the aggregate per ticket royalty for such year exceeds the Base Payment for such year and in each quarter thereafter during any such year. All Additional Payments shall be made by User directly to Ticketmaster in the manner designated by Ticketmaster from time to time during the term of this Agreement, which may include wire transfer into a Ticketmaster bank account.

    Within ten (10) days after the end of each quarter of the term hereof, User shall deliver to Ticketmaster a report of all tickets sold, printed, produced and distributed by User in the Market Area

2

during such quarter, which report shall contain such information as may be necessary for Ticketmaster to calculate Additional Payments and such other information as Ticketmaster may reasonably request. Ticketmaster shall be entitled upon reasonable notice to User to access to the books and records of User during User's normal business hours and at User's premises for purposes of confirming and computing the amounts of Additional Payments payable hereunder; provided, however, that access to such books and records by Ticketmaster shall not unduly disrupt normal business operations of User.

    5.  Ticketmaster Rights.  Notwithstanding anything to the contrary herein, Ticketmaster is hereby retaining the right for itself and for its affiliates to sell, by telephone and/or at outlets, tickets or other evidences of admission or entitlement to attend or receive transmission of the following events within the Market Area and User shall have no right, license or interest in or to use the System or the Mark with respect to said events:

(a)

Any pay per view events for cable systems, whether by use of an 800 number or otherwise; and

(b)

Special events, which do not involve any traditional venues or tickets on sale to the general public;

; provided, however, that User will have the right and license, on a nonexclusive basis, to use the System and the Mark with respect to pay per view events for cable systems serving only the Market Area and no other areas outside of the Market Area.

    6.  Title.

(a)

Title, beneficial interest and all ownership rights to the System, the Mark and all related materials furnished by Ticketmaster and licensed under this Agreement shall remain in Ticketmaster. User hereby acknowledges that the System, the Mark and all related materials furnished by Ticketmaster hereunder are claimed by Ticketmaster to be Ticketmaster's proprietary information and trade secrets, whether or not any portion thereof is, or may be, validly copyrighted, patented, trademarked or otherwise protected.

(b)

User's rights in and to the System and the Mark furnished by Ticketmaster as a result of this Agreement may not be assigned, licensed or otherwise transferred voluntarily, by operation of law or otherwise, without the prior written consent of Ticketmaster.

(c)

Ticketmaster and/or User may add to, delete from or modify the System and all related materials furnished by Ticketmaster hereunder in any manner, but no such changes, however extensive, shall reduce Ticketmaster's title to the System. Any improvements made by User shall be and remain the confidential, proprietary property and information of User except that Ticketmaster shall retain all proprietary rights in the underlying System as so improved and User shall not have any right to use the System as so improved without the prior written consent of Ticketmaster (except pursuant to this Agreement).

(d)

User acknowledges and agrees that Ticketmaster has acquired all right, title and interest in and to all equipment formerly used in connection with the Ticketron System including, but not limited to, any such equipment or personal computers used at any facility box offices or outlets in the Market Area, but excluding, as to the Market Area, (i) the personal computers, printers and CRTs currently installed and being used in the facility box office at the Capital Centre in Landover, Maryland, (ii) the printers and CRTs currently installed and being operated in the facility box offices at Baltimore Arena in Baltimore, Maryland, and Patriot Center in Fairfax County, Virginia, and (iii) all "dumb" CRTs formerly being used by Ticketron in the Market Area and attached cabling (but not including any new CRTs).

    7.  Use of the System and Mark.

(a)

The System (including any changes thereto made by or on behalf of Ticketmaster or User) and all related materials may be used for, by or on behalf of User only in connection with any

3

computer equipment which User uses solely for, or solely in connection with, computerized ticketing at the facility locations and remote terminal locations within the Market Area. The System may not be utilized in connection with any additional physical computer facilities (or other computers), for any other reason or by or for any other person, firm, corporation or other organization, without the prior written consent of Ticketmaster.

(b)

User agrees that the Mark shall be the sole mark and name utilized by it in connection with the System and the operation of its ticketing business, and shall not be used with any other marks or names.

(c)

The Mark shall be used by User in accordance with such quality control standards as Ticketmaster may from time to time prescribe for use by its non-affiliated licensees with respect to products and services in connection with which the Mark is utilized. Further, User shall only use the Mark together with such notations as Ticketmaster may from time to time prescribe for purposes of advising the public of service mark, trademark and similar protection. User shall cease all use of the Mark ten (10) days after notice from Ticketmaster that User has failed to comply with any such standard unless, within such ten (10)-day period, User corrects such failure to the satisfaction of Ticketmaster.

(d)

Neither User nor any of its employees, agents or representatives shall reproduce, duplicate or otherwise copy the System or any related materials furnished by Ticketmaster hereunder or any portion thereof, except for internal use directly with the System. All such materials and any copies thereof shall be returned by User to Ticketmaster immediately following termination or expiration of this Agreement.

    8.  Warranties.  Ticketmaster warrants to User that it is the owner of the System and the Mark (or claims ownership rights to the Mark) and has the right to grant this license to User. Ticketmaster further warrants that the System to be installed in the Market Area will be substantially the same as, and will be capable of performing (if used with the same equipment and subject to limitations based on size and capacity) as, the basic system currently being operated by Ticketmaster and its licensees in San Francisco and Philadelphia. The System does not include certain custom enhancements such as direct line credit card authorization, disaster recovery, off-line archiving of accounts, nitrun, remote VAXNET software and the TM fraud program, all of which may be purchased separately. IN THE EVENT OF ANY BREACH OF THE WARRANTY CONTAINED IN THE PREVIOUS SENTENCE, TICKETMASTER'S SOLE RESPONSIBILITY SHALL BE TO USE ITS BEST EFFORTS TO CORRECT THE SYSTEM SO THAT IT PERFORMS IN ALL MATERIAL RESPECTS IN THE MANNER DESCRIBED ABOVE. THE WARRANTIES CONTAINED IN THIS PARAGRAPH 8 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

    User hereby warrants to Ticketmaster that (i) it is a duly organized and validly existing limited partnership under the laws of the State of Maryland; (ii) it has all necessary power and authority to execute and perform this Agreement in accordance with its terms; (iii) the execution and performance of this Agreement by it will not breach, constitute a default under or violate any of User's governing instruments or any agreement to which it is a party or by which its assets may be bound; (iv) this Agreement is enforceable against User in accordance with its terms; and (v) no approvals or consents of any third party (including any government agency) is necessary in order for User to execute and deliver this Agreement and to perform hereunder.

    9.  Breach of Warranty.

(a)

Ticketmaster shall, at its expense, defend any action brought against User to the extent such action is based on a claim that the use of the System or the Mark directly infringes any service mark, trademark, copyright or patent ("Infringement Action") and Ticketmaster shall pay any and all costs, expenses, damages, recoveries, deficiencies and attorneys' fees awarded against User in any Infringement Action; provided that (i) Ticketmaster's obligations under this

4

Paragraph 9(a) are conditioned on User's promptly notifying Ticketmaster of any Infringement Action (and all claims relating thereto); and (ii) Ticketmaster shall have sole control of the defense and all negotiations for compromise of any Infringement Action. Ticketmaster assumes no liability for the modification of the System, or any part thereof, unless such modification is made by Ticketmaster. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF TICKETMASTER AND THE EXCLUSIVE REMEDY OF USER FOR SERVICE MARK, TRADEMARK, COPYRIGHT OR PATENT INFRINGEMENT.

(b)

User's remedy for any breach of warranty shall be limited solely to the remedies provided in this Agreement. All other liability, either in contract or tort, is expressly disclaimed, waived and negated. In no event shall Ticketmaster be liable to User for any consequential or exemplary damages resulting from a breach of any warranty contained in this Agreement or any implied warranty or any requirement existing and applicable under the law, which contrary to the intention of the parties hereto, the law states cannot be or is not disclaimed, waived or negated.

    10.  Restrictive Covenants.

(a)

User recognizes and acknowledges that the System and all related materials furnished to User by Ticketmaster hereunder represent highly confidential, proprietary information of Ticketmaster and constitutes a valuable, special and unique asset of and to the business of Ticketmaster. User covenants and agrees that, during and after the term hereof, no information, source materials, design specifications, programs, flow charts, listings, magnetic tapes, disks, punched cards, documentation or other supporting or related materials and information of any nature or description whatsoever relating to the design and operation of the System, or any portion thereof, are made available or disclosed by User, its general partner or any of their principals, officers, directors, employees, agents or representatives, directly or indirectly, to any other person, firm or corporation, for any reason or purpose whatsoever or, directly or indirectly, used by User, its general partner, or any of their principals, employees, agents or representatives; provided, however, that User may disclose pertinent portions of the System to those of its employees, agents or representatives who have a need to have access to such portions of the System in order to enable User to use the System within the Market Area, and further provided that the foregoing restrictions shall not apply to information within the public domain. Ticketmaster shall have the right to bring legal action to prevent a breach or threatened breach of this confidentiality agreement and to pursue any other legal or equitable remedies for any such breach or threatened breach, and User shall reimburse Ticketmaster for all costs and expenses, including but not limited to attorneys' fees, incurred by Ticketmaster with respect thereto. User shall notify Ticketmaster of any such breach immediately upon discovery of such breach. Additionally, User shall use the System only in accordance with the terms and conditions hereof; and after the expiration of the term hereof, or earlier termination of this Agreement, User shall: (i) cease all use of the System, the Mark and all related materials furnished hereunder by Ticketmaster, (ii) return to Ticketmaster all information, source materials, design specifications, programs, flow charts, listings, magnetic tapes, disks, punched cards, documentation and other supporting or related materials relating to the System (and copies thereof), (iii) warrant that all such documentation and materials (and copies thereof) have been returned to Ticketmaster or have been destroyed, and (iv) warrant that any and all use of the Mark has ceased.

5

(b)

During the term of this Agreement, neither User, its general partner, nor any of their principal's subsidiaries, affiliates, successors or assigns shall, directly or indirectly, as principal, agent, shareholder, partner, joint venturer, investor or in any other capacity or by any other means whatsoever, (i) compete with Ticketmaster or its affiliates within the Market Area in the computerized ticketing business or (ii) solicit the employment by User, its general partner, or any of their principals, subsidiaries, affiliates, successors or assigns of any employee of Ticketmaster or its affiliates.



(c)

User acknowledges that the remedy at law for any breach or threatened breach of the agreements and covenants set forth in this Paragraph 10 will be inadequate, and Ticketmaster shall be entitled to preliminary and permanent injunctive relief in any court of competent jurisdiction, without the requirement of posting bond or any other condition precedent thereto, for any breach or threatened breach of the agreements and covenants contained in this Paragraph 10. Such remedy shall be in addition to, and not in limitation of, any other remedy available to Ticketmaster at law, in equity or otherwise, and may be obtained by Ticketmaster notwithstanding any assertion by User that Ticketmaster's claims to proprietary rights in its confidential information is invalid or unenforceable.



(d)

Termination or expiration of this Agreement shall not terminate the continuing confidentiality obligations imposed upon User, its employees, servants and agents by the terms of this Paragraph 10.



(e)

At Ticketmaster's request, User shall require each person permitted access to any of the confidential information to execute a confidentiality agreement in such form and containing such terms as Ticketmaster shall determine.

    11.  Termination.

(a)

This Agreement may be immediately terminated by Ticketmaster if:



(i)

User shall dissolve or commence winding up its activities to effect dissolution, liquidation or termination, or shall make an assignment for the benefit of creditors, or shall admit, in writing, its inability to pay its debts as they become due, or shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or not contesting the material allegations of a petition filed against it in any such proceedings, or shall seek, consent to or acquiesce in the appointment of any trustee, receiver or liquidator of User or of all or any substantial part of the properties of User;



(ii)

User, its general partner (or any of their principals, officers, directors, employees, agents or representatives) shall breach, or threaten to breach, any of the confidentiality obligations of User or any of them set forth in Paragraph 10 hereof; or



(iii)

User shall fail to pay when due any amounts owing Ticketmaster under, or to observe or perform any terms or conditions of, this Agreement (other than Paragraph 10); provided, that any such failure shall continue for a period of seven (7) days after Ticketmaster has given written notice thereof to User.

(b)

This Agreement may be immediately terminated by User if Ticketmaster shall dissolve or commence winding up its activities to effect dissolution, liquidation or termination, or shall make an assignment for the benefit of creditors, or shall admit, in writing, its inability to pay its debts as they become due, or shall file a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent or shall file any petition or answer seeking any

6

reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting or not contesting the material allegations of a petition filed against it in any such proceedings, or shall seek, consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Ticketmaster or of all or any substantial part of the properties of Ticketmaster.

(c)

Upon any such termination, (i) any past due or currently due payments (including Additional Payments for the period from the beginning of the then current License Year through the date of termination) shall become due and payable (or, if applicable, prepaid Base Payments for the remainder of the current License Year quarter shall be reimbursed), and (ii) this Agreement and the license granted hereby shall forthwith be revoked and of no further force or effect except as stated otherwise herein. Ticketmaster's and User's right to terminate this Agreement shall be in addition to and without prejudice to any other remedies such party may have, except as otherwise specifically provided herein.



(d)

Immediately upon any such termination, User shall surrender to Ticketmaster, and Ticketmaster shall have the right peacefully to take, possession of the System, and User shall further cease to use the Mark. Ticketmaster shall thereafter own and hold the System and the Mark free of any claim or interest of User. Without limiting the generality of the foregoing, User shall immediately after any such termination legally change its name so that its name shall no longer include the word "Ticketmaster" or any derivation thereof. User shall indemnify and hold Ticketmaster harmless from and against any claim, loss, expense (including reasonable attorneys' fees) or liability whatsoever resulting from, due to or arising by reason of any misuse of the System or Mark by User in any manner.

    12.  Enhancements and Support; Source Code.

(a)

In the event that the System shall, at any time during the term of this Agreement, fail to perform in the manner warranted by Ticketmaster in Paragraph 8 hereof, Ticketmaster shall, at no charge to User, correct the System in the manner provided in said Paragraph 8.



(b)

In the event that Ticketmaster shall, at any time during the term of this Agreement, develop and complete testing of enhancements to the version of software comprising a part of the System then being used by User, and Ticketmaster shall make such enhancement available to its non-affiliated licensees on a general basis, Ticketmaster shall also make such enhancement available to User in consideration of the payment by User of any and all out-of-pocket expenses incurred by Ticketmaster (including, without limitation thereby, costs of materials and personnel) in connection with making such enhancement available to User, as well as the costs of all necessary new equipment.



(c)

In the event that Ticketmaster shall, at any time during the term of this Agreement, offer to User, and User shall elect to receive, an upgrade to or improved version of the software used in the System, the implementation of which would require a conversion of User's database, User shall pay to Ticketmaster the sum of $30,000 U.S. therefor, and Ticketmaster shall effect such conversion for and on behalf of User.



(d)

In the event that User shall, at any time during the term of this Agreement, request that Ticketmaster develop custom enhancements to the System to meet certain specific performance criteria reasonably requested by User, Ticketmaster shall use its reasonable efforts to cause such custom enhancements to be developed by its programmers in consideration of the payment by User to Ticketmaster of the prevailing rate then being charged by Ticketmaster to its other non-affiliated licensees.



(e)

In addition to any other fees payable by it to Ticketmaster pursuant to this Paragraph 12, User shall be responsible, and shall immediately reimburse Ticketmaster upon invoice, for any

7

and all expenses (including travel) incurred by Ticketmaster's employees, agents and representatives pursuant to or in connection with Ticketmaster's performance under Paragraphs 12(b), (c) and (d) above.

(f)

During the term of this Agreement Ticketmaster shall furnish User with the access code to the System at least 30 days prior to the date upon which that access code is to take effect.

    13.  Documentation.  Ticketmaster will supply User with documentation which will enable User, after the initial training of its personnel, to operate the System.

    14.  Equipment.  During the term of this Agreement, User shall have the right to purchase all equipment it may require from time to time to be used entirely or in material part with the System from or through Ticketmaster. The cost of any such equipment which is manufactured by a party other than by Ticketmaster shall be at Ticketmaster's cost plus ten percent (10%). The cost of any such equipment manufactured in whole or in part for or by Ticketmaster shall be at Ticketmaster's then current market rate to its non-affiliated licensees for such equipment. The cost of delivering and installing such equipment shall be borne solely by User.

    15.  Indemnification.  User shall indemnify and hold Ticketmaster, and its subsidiaries, affiliates, successors, assigns, officers, directors, employees, representatives and agents, harmless from and against any and all losses, liabilities, damages, claims, actions, causes of action and expenses (including reasonable attorneys' fees) that said indemnified parties may incur or be responsible for as a result or by virtue of the operation of User, including, without limitation thereby, User's use of the System, but excluding those costs, expenses, damages, recoveries, deficiencies and attorneys' fees awarded in any Infringement Action pursuant to Paragraph 10(a) above.

    16.  Right of First Refusal.  User and, by their execution of this Agreement in the space provided below, the holders of all of the general and limited partnership interests of User (the "Partners"), agree that in the event (i) User receives an offer from a third party to purchase for cash or other property any or all of the assets of User (including this Agreement) or (ii) the Partners, or any of them, receive an offer from a third party to purchase for cash or other property any or all of the general or limited partnership interests of User, which either User or the Partners wish to accept, User or the Partners, as applicable, will cause such offer to be reduced to writing and shall deliver written notice of such offer to Ticketmaster. Ticketmaster may designate one or more persons to accept the right of first refusal contained in this Section 16. The notice from User or the Partners shall also contain an irrevocable offer by them to sell the covered assets or partnership interests to Ticketmaster or its designees at a price equal to the price, and upon substantially the same terms and conditions as the terms and conditions contained in, the offer transmitted with the notice; provided, however, that if the price is not payable solely in cash, then User or the Partners, as applicable, shall advise Ticketmaster of the reasonable value of such non-cash consideration (which reasonable value Ticketmaster may contest) and Ticketmaster shall be permitted to deliver cash in the amount thereof in substitution for such non-cash consideration. Ticketmaster or its designees shall have the right and option, exercisable within 15 days after delivery of the notice from User or the Partners, to accept such offer as to all, but not less than all, of the assets or partnership interests affected by the offer. The closing of the purchase of the assets or partnership interests covered by the offer by Ticketmaster or its designees shall take place at the principal office of Ticketmaster (or such other place as may be agreed upon by the parties) on the fifth business day after the expiration of the 15-day period following the giving of the notice. At such closing, Ticketmaster or its designees shall make payment of the purchase price against delivery of the assets or partnership interests covered by the offer, together with appropriate instruments of assignment and transfer. If at the end of the 15-day period following the giving of notice by User or the Partners, neither Ticketmaster nor its designees have accepted the offer as to all of the assets and partnership interests covered by the offer, then User and the Partners shall have 20 days in which to sell the assets or the partnership interests covered by the offer at a price

8

equal to that contained in the notice and upon terms and conditions not more favorable to the offeror than were contained in the notice. If, at the end of such 20-day period, User or the Partners have not completed the sale of the assets or partnership interests covered by the offer, then they shall no longer be permitted to sell such assets or partnership interests pursuant to this Section 16 without again fully complying with the provisions of this Section 16. During the term of this Agreement, User shall keep this Agreement free and clear of any liens, pledges, security interests and encumbrances of any kind or nature whatsoever, and the Partners shall neither sell, assign, transfer, give, donate or otherwise dispose of their partnership interests (except in accordance with the terms of this Section 16).

    17.  Assignment.  User may not assign its rights, duties, and/or obligations hereunder, nor may the System, the Mark or any materials furnished by Ticketmaster hereunder be transferred, assigned, sublicensed or otherwise disposed of by User, without the prior written consent of Ticketmaster; provided, however, that User may assign this Agreement to an entity controlled by, controlling or under common control with User solely as part of an internal reorganization of User and its affiliates so long as such entity becomes a party to and agrees to be bound by the terms and conditions of this Agreement.

    18.  Binding Effect.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective, successors and assigns.

    19.  Entire Agreement; Amendment.  This Agreement constitutes the entire agreement between the parties hereto relative to the subject matter hereof, and supersedes any and all prior agreements, written or oral, between the parties relating to such subject matter. No modifications or amendments of any of the terms hereof shall be valid or binding unless made in writing and signed by Ticketmaster and User.

    20.  Waiver.  No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing.

    21.  Attorneys' Fees.  In case of any action or proceeding to compel compliance with, or for a breach of, the provisions of this Agreement, the prevailing party shall be entitled to recover from the other party all costs of such action or proceeding including, but not limited to, reasonable attorneys' fees.

    22.  Notices.  All notices which are required or permitted hereunder shall be sufficient if given in writing and delivered personally, by telecopy or by registered or certified mail, postage prepaid, addressed to the party receiving such notice at the following address or at such other address as may be requested in writing by either party pursuant to this Paragraph 22:

If to Ticketmaster, to:	Ticketmaster Corporation 3701 Wilshire Boulevard 7th Floor Los Angeles, California 90010
	Attn:	Fredric D. Rosen Ned S. Goldstein
With a copy to:	Neal Gerber & Eisenberg Two North LaSalle Street Suite 2200 Chicago, Illinois 60602
	Attn:	Norman J. Gantz, Esq.

9

If to User, to:	Ticketmaster Group Limited Partnership c/o Abe Pollin Tickets, Inc. One Harry S. Truman Drive Landover, Maryland 20785
	Attn:	Abe Pollin
With a copy to:	Arent Fox Kintner Plotkin & Kahn 1050 Connecticut Avenue, N.W. Washington, D.C. 20036
	Attn:	David M. Osnos and Daniel F. Van Horn

    23.  Severability.  If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect. Further, should any provision of this Agreement be deemed unenforceable by virtue of its scope, such provision shall be deemed limited to the extent necessary to render the same enforceable.

    24.  Law to Govern.  The validity, construction and enforceability of this Agreement shall be governed in all respects by the laws of the State of Illinois, without regard to its conflict of laws rules. Any legal proceeding or other action taken or to be taken by any of the parties hereto relative to this Agreement or the transactions contemplated hereby, or to enforce or interpret the terms and conditions of this Agreement, shall be instituted in a state or Federal court located in Cook County, Illinois. The parties hereto hereby irrevocably consent to the jurisdiction of any such court and irrevocably waive, to the fullest extent that they may effectively do so, the defense of an inconvenient forum to the maintenance of such proceeding or action. The parties hereto agree that a final judgment, from which no further appeal may be taken or from which no further petition for review may be filed, in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by law.

    25.  Headings.  The headings of paragraphs in this Agreement have been inserted for the convenience of reference only and shall in no way restrict or otherwise modify the terms of this Agreement.

    26.  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but each of which together shall constitute one and the same document.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

TICKETMASTER CORPORATION
By:	[ILLEGIBLE]
Title:	[ILLEGIBLE]
TICKETMASTER GROUP LIMITED PARTNERSHIP
By:	AP TICKETS, INC.   its General Partner
By:	[ILLEGIBLE]
Title:	[ILLEGIBLE]

10

AGREED TO AS OF THE DATE HEREOF FOR PURPOSES OF SECTION 16
GENERAL PARTNER:
AP TICKETS, INC.   a Maryland corporation
By:	[ILLEGIBLE]
Title:	[ILLEGIBLE]
LIMITED PARTNER:
CENTER GROUP LIMITED PARTNERSHIP,   a Maryland limited partnership
By:	Abe Pollin Sports, Inc.,   its general partner
By:	[ILLEGIBLE]
Title:	[ILLEGIBLE]

11

EXHIBIT I

MARKET AREA

(a)

The State of Maryland.

(b)

Washington, D.C.; and

(c)

The independent cities of Alexandria, Fairfax, Falls Church, Manassas and Manassas Park, and the Counties of Arlington, Loudoun, Fairfax and Prince William, in the Commonwealth of Virginia.

QuickLinks

AMENDMENT TO LICENSE AGREEMENT
LICENSE AGREEMENT
WITNESSETH
EXHIBIT I MARKET AREA

EX-10.6

EXHIBIT 10.6

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), dated as of January 31, 2001, between Ticketmaster (the "Company"), and Terry Barnes ("Executive").

    WHEREAS the Company and USA Networks, Inc., a Delaware corporation, have entered into a Contribution Agreement dated as of November 20, 2000 (the "Contribution Agreement"), pursuant to which, inter alia, Ticketmaster Corporation, an Illinois corporation and affiliate of the Company, will become a wholly owned subsidiary of the Company;

    WHEREAS Ticketmaster Corporation and Executive are parties to an amended and restated employment agreement, dated January 31, 2000 (the "Prior Agreement"),

    WHEREAS the parties now wish to amend and restate the Prior Agreement in its entirety as set forth in this Agreement.

    NOW, THEREFORE, in consideration of the foregoing premises, the parties hereto agree as follows:

    1.  Definitions.  The following terms shall have the indicated meanings when used in this Agreement, unless the context requires otherwise:

    (a) "Base Salary" shall mean the annual rate of $600,000.

    (b) "Benefit Plan" shall mean each vacation pay, sick pay, retirement, welfare, medical, dental, disability, life insurance, deferred compensation, incentive compensation, stock option or other employee benefit plan, program or arrangement, if any,

    (c) "Board of Directors" shall mean the Board of Directors of the Company.

    (d) "Cause" shall have the meaning ascribed to that term in Section 7.

    (e) "Consulting Period" shall have the meaning ascribed to that term in Section 9(a).

    (f)  "Customer" shall have the meaning ascribed to that term in Section 9(d).

    (g) "Disability" shall have the meaning ascribed to the term in Section 6(a).

    (h) "Disability Period" shall have the meaning ascribed to that term in Section 6(a).

    (i)  "Effective Date" means the Closing Date as defined in the Contribution Agreement.

    (j)  "Proprietary Information" shall have the meaning ascribed to that term in Section 10.

    (k) "Ticketmaster Businesses" shall have the meaning ascribed to that term in Section 9(b).

    2.  Employment.  The Company hereby agrees to employ Executive, and Executive hereby agrees to be employed by the Company, on the terms and subject to the conditions set forth herein.

    3.  Term of Employment.  The term of employment (the "Term") covered hereunder shall commence on the Effective Date and end on January 31, 2004, unless earlier terminated as herein provided.

    4.  Position and Duties.  Executive shall serve as Co-Chairman of the Company. Subject to the authority of the Board of Directors, Executive shall have all of the powers and duties incident to the office of Co-Chairman and such other powers and duties as may from time to time be prescribed by the Board of Directors. Executive agrees to serve without further compensation, if elected or appointed thereto, as an officer or a director of any of the Company's domestic or foreign subsidiaries or affiliates (as such term is defined in Rule 405 of Regulation C promulgated under the Securities Act of 1933, as amended). During Executive's employment by the Company, he will be entitled to indemnification as an officer of the Company (and, if so elected, an an officer or director of any of the Company's domestic and foreign subsidiaries or affiliates) in the manner provided by the Illinois Business

Corporation Act of 1983, as amended, and the Company's Articles of Incorporation and By-Laws, as amended.

    5.  Exclusive Duties.  During Executive's employment by the Company, Executive shall devote his entire working time, attention and energies to the business of the Company and its subsidiaries and affiliates and will not take any actions of the kind described in Section 9(b), 9(c) and 9(d).

    6.  Compensation and Other Benefits.

    (a)  Base Salary.  Except as otherwise provided in Section 7(c), during the Term, the Company shall pay to Executive the Base Salary. Except as otherwise provided in Section 7(c), the Base Salary shall be paid to Executive in accordance with the Company's regular payroll practices with respect to senior management compensation, subject to Section 7(b).

    (b)  Annual Bonuses.  During the Term, Executive shall be eligible to receive annual bonus compensation at the sole discretion of the Board of Directors.

    (c)  Expenses.  Executive shall be entitled to receive prompt reimbursement from the Company for all documented business expenses incurred by him in the performance of his duties hereunder, provided that Executive properly accounts therefor in accordance with the Company's reimbursement policy, including, without limitation, the submission of supporting evidence as reasonably requested by the Company.

    (d)  Stock Options.  In consideration of Executive's entering into this Agreement and as an inducement to continue employment with the Company, in addition to any stock options granted to Executive prior to the date hereof, Executive shall be granted under the Company's 1999 Stock Plan (the "Plan") a non- qualified stock option (the "Option") to purchase 250,000 shares of Ticketmaster Online-Citysearch, Inc. Class B common stock (the "Common Stock"), as authorized by, and pursuant to the terms determined by, the Compensation Committee of the Board of Directors in accordance with the terms and conditions of the Plan.

    (e)  Restricted Stock.  As of December 20, 1999, Executive was granted 25,000 shares of Restricted Stock of USA Networks, Inc. (the "Restricted Stock"). The Restricted Stock shall vest and no longer be subject to any restrictions in three equal installments on each of the following dates: (i) January 31, 2002, (ii) October 31, 2002 and (iii) June 30, 2003 (the "Restriction Period"). In the event that the employment of Executive with the Company is terminated during the Restriction Period due to death, Disability, or by the Company without Cause, all unvested shares of Restricted Stock shall immediately vest and no longer be subject to restriction. Except as provided in the preceding sentence, in the event that the employment of the Executive with the Company shall terminate during the Restriction Period, all shares shall be forfeited by the Executive effective immediately upon such termination.

    (f)  Fringe Benefits.  During the Term, Executive shall be entitled to participate in and receive benefits under all of the Company's Benefit Plans generally available to senior management of the Company. To the extent not covered by the Company's Benefit Plans, Executive shall be entitled to reimbursement from the Company for all reasonable medical and health expenses incurred by Executive for his benefit or for the benefit of his dependents.

    (g)  Insurance.  The Company agrees to maintain in effect during the term hereof insurance on Executive's life payable to his estate or his named beneficiary or beneficiaries in the amount of $1,500,000; provided, however, that Executive shall reimburse the Company for any and all premiums paid by the Company with respect to such insurance in excess of the preferred or select premium rate for non-smokers. In addition, so long as Executive is insurable at standard insurable rate (which rates shall in no event increase during any year by a percentage greater than the percentage increase in the consumer price index for all urban workers (1967=100) over the

–2–

indexed figure for the immediately preceding year, in cash case measured as of the month of February), the Company agrees to also maintain in effect during the term hereof a disability insurance policy with coverage substantially equivalent to the coverage under the disability insurance policy now in effect with respect to Executive.

    (h)  Vacations.  During the term hereof, Executive shall be entitled to sick leave and paid holidays consistent with the Company's sick leave and holiday policy for senior management and up to three weeks paid vacation per year (or such other vacation time as is consistent with the Company's policy for senior management).

    7.  Termination.  (a)  The Company or Executive may terminate the employment of Executive hereunder in the event that Executive shall become disabled as a result of bodily injury or physical or mental illness (whether or not occupational) to such extent that in the sole opinion of the Board of Directors, based upon competent medical advice, he can no longer perform the duties of Co-Chairman of the Company and such condition continues for a period of no less than 120 days during any consecutive twelve-month period (a "Disability").

    (b) The Company may also terminate the employment of Executive hereunder upon Executive's death or for Cause. For purposes hereof, "Cause" shall mean (i) fraud, theft, misappropriation of funds or conviction of a felony, (ii) Executive's engagement in illegal conduct tending to place Executive or the Company or its subsidiaries or affiliates in disrepute, (iii) dereliction or gross misconduct in Executive's performance of his duties as an employee of the Company or the failure of Executive to perform his duties in a manner consistent with the instructions of the Board of Directors or (iv) violation by Executive of any of his material covenants contained in this Agreement, including, without limitation, Section 8, 9 and 10. Notwithstanding the foregoing, before the Company may terminate the employment of Executive for Cause, the Company shall deliver to Executive not less than ten business days prior written notice of the Company's intention to terminate Executive's employment together with a statement of the basis for such termination, and Executive shall be afforded (i) an opportunity to respond to the Company during such ten-business day period and (ii) in the event that the basis for such termination is clause (iii) or (iv) above, an opportunity to remedy the situation resulting in the Company's determination to terminate for Cause so long as such situation is non-repetitive in nature.

    (c) Commencing after January 1, 2002, Executive may terminate this Agreement for any reason or no reason upon six months' prior written notice to the Company. If Executive gives such notice of termination to the Company, the payment of Executive's Base Salary for the immediately succeeding six-month period shall be restructured so that (i) during such immediately succeeding six-month period, the aggregate amount payable shall be $150,000, and (ii) the remaining $150,000 of Executive's Base Salary for such period shall be payable to Executive in equal monthly installments over the twenty-four-month period immediately following termination of this Agreement, so long as Executive shall have continued to perform his covenants, duties and obligations under Sections 9(b), 9(c), and 9(d). Such monthly payments shall be in addition to and not in lieu of the payment due to Executive during the Consulting Period pursuant to Section 9(a).

    (d) Except as otherwise provided in Section 7(b), upon the termination of Executive's employment for any reason, Executive shall be entitled to receive Base Salary through the date of such termination plus all accrued but unreimbursed expenses. In addition, upon the termination of Executive's employment for any reason (other than for or by virtue of Cause, death, Disability or Executive's voluntary termination of employment, including, without limitation, pursuant to Section 7(c)), the Company shall continue to be responsible for the payment of all Base Salary for the remainder of the term hereof; provided, however, that Executive shall have a duty to mitigate commencing of the first anniversary of the date of termination; and, further provided that

–3–

Executive shall perform his covenants, duties and obligations under Sections 9(b), 9(c) and 9(d) during the remainder of the term hereof.

    8.  Developmental Rights.  Executive agrees that any developments by way of invention, design, copyright, trademark or other matters which may be developed or perfected by him during the Term, and which relate to the business of the Company or its subsidiaries or affiliates, shall be the property of the Company without any interest therein by Executive, and Executive will, at the request and expense of the Company, apply for and prosecute letters patent thereon in the United States or in foreign countries if the Company so requests, and will assign and transfer the same to the Company together with any letters patent, copyrights, trademarks and applications therefor; provided, however, that the foregoing shall not apply to an invention that Executive develops entirely on his own time without using the Company's, or any of its subsidiaries or affiliates', equipment, supplies, facilities or trade secret information except for those inventions that either:

    (a) relate at the time of conception or reduction to practice of the invention to the Company's business or the business of any of its subsidiaries or affiliates, or actual or demonstrably anticipated research or development of the Company or its subsidiaries or affiliates; or

    (b) result from any work performed by Executive for the Company or any of its subsidiaries or affiliates.

    9.  Consulting.

    (a)  Consulting Services.  During the two-year period commencing immediately upon the the termination of Executive's employment for any reason (other than Executive's death) (the "Consulting Period"), Executive shall be available for consultation with the Company and its subsidiaries and affiliates concerning their general operations and the industries in which they engage in business. In addition, during the Consulting Period, Executive will aid, assist and consult with the Company and its subsidiaries and affiliates with respect to their dealings with clients and the enhancement of their recognition and reputation. During the Consulting Period, Executive shall devote such time and energies to the affairs of the Company and its subsidiaries and affiliates as may be reasonably required to carry out his duties hereunder without jeopardizing Executive's then full-time, non-Ticketmaster Business employment opportunities; provided, however, that Executive shall not be obligated to devote more than 50 hours per year to the performance of such duties. In consideration of Executive's consulting services, and in consideration of Executive's covenants contained in this Section 9, the Company shall pay to Executive $30,000 during each full year of the Consulting Period, payable in equal monthly installments. The Company further agrees to reimburse Executive for all reasonable and necessary business expenses incurred by Executive in the performance of his consulting services in accordance with the Company's reimbursement policy, including, without limitation, the submission of supporting evidence as reasonably required by the Company.

    (b)  Covenant Not to Compete.  During the Consulting Period, Executive shall not, without the prior written consent of the Company, directly or indirectly engage in or assist any activity which is the same as, similar to or competitive with the Ticketmaster Businesses (other than on behalf of the Company or any of its subsidiaries or affiliates) including, without limitation, whether such engagement or assistance is an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 5% of the outstanding capital stock of a publicly traded corporation), guarantor, consultant, advisor, agent, sales representative or other participant, anywhere in the world that the Company or any of its subsidiaries or affiliates has been engaged, including, without limitation, the United States, Canada, Mexico, England, Ireland, Scotland, Europe and Australia. Nothing herein shall limit Executive's ability to own interests in or manage entities which sell tickets as an incidental part of their primary businesses (e.g. cable networks, on-line computer

–4–

services, sport teams, arenas, hotels, cruise lines, theatrical and movie productions and the like) and which do not hold themselves out generally as competitors of the Company or any of its subsidiaries or affiliates. The "Ticketmaster Businesses" shall mean the computerized sale of tickets for sporting, theatrical, cinematic, live theatrical, musical or any other events on behalf of various venues and promoters through distribution channels currently being utilized by the Company or any of its subsidiaries or affiliates.

    (c)  Solicitation of Employees.  During the Consulting Period, Executive shall not (i) directly or indirectly induce or attempt to induce (regardless of who initiates the contact) any person then employed (whether part-time or full-time) by the Company or any of its subsidiaries or affiliates, whether as an officer, employee, consultant, adviser or independent contractor, to leave the employ of the Company or to cease providing or otherwise alter the services then provided to the Company or to any of its subsidiaries or affiliates or (ii) in any other manner engage or employ or seek to engage or employ any such person (whether or not for compensation) as an officer, employee, consultant, adviser or independent contractor in connection with the operation of any business which is the same as or similar to any of the Ticketmaster Businesses.

    (d)  Non-Solicitation of Customers.  During the Consulting Period, Executive shall not solicit any Customers of the Company or any of its subsidiaries or affiliates or encourage (regardless of who initiates the contact) any such Customers to use the facilities or services of any competitor of the Company or any of its subsidiaries or affiliates. "Customer" shall mean any person who engages the Company or any of its subsidiaries or affiliates to sell, on its behalf as agent, tickets to the public.

    10.  Confidentiality.  Executive shall not at any time during the term or for a period of sixty months after termination of employment disclose disclose (except as may be required by law) or use, except in the pursuit of the business of the Company or any of its subsidiaries or affiliates, any Proprietary Information. "Proprietary Information" means all information known or intended to be known only to employees of the Company or any of its subsidiaries or affiliates in a confidential relationship with the Company or any of its subsidiaries or affiliates relating to technical matters pertaining to the business of the Company or any of its subsidiaries or affiliates, their clients and their customers, that was learned by Executive in the course of employment by the Company, including (without limitation) any proprietary knowledge, trade secrets, data, formula, information and client and customer lists and all papers, resumes, and records (including computer records) of the documents containing such Proprietary Information, but shall not include any information within the public domain. Executive agrees not to remove any documents, records or other information from the premises of the Company or any of its subsidiaries or affiliates containing any such Proprietary Information, except in the pursuit of the business of the Company or any of its subsidiaries or affiliates, and acknowledges that such documents, records and other information are the exclusive property of the Company or its subsidiaries or affiliates. Upon termination of Executive's employment, Executive shall immediately return all Proprietary Information of the Company and all copies thereof to the Company.

    11.  General Provisions.

    (a)  Expenses.  All costs and expenses incurred by either of the parties in connection with this Agreement and any transactions contemplated hereby shall be paid by that party.

    (b)  Notices.  All notices, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by cable, by telecopy, by telegram, by telex or by registered or certified mail to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11(b)):

–5–

If to the Company:

Ticketmaster
3701 Wilshire Blvd., 9th Floor
Los Angeles, CA 90010
Attention: General Counsel
Telecopy No.: 213-382-2416

(ii) If to Executive:

Terry Barnes
717 N. Camden Dr.
Beverly Hills, CA 90210
Telecopy No.: (310) 276-1115

    (c)  Headings.  The descriptive headings contained in the Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

    (d)  Successors; Binding Agreement.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, legatees, executors, administrators, successors and personal or legal representatives. If Executive is domiciled in a community property state or a state that has adopted the Uniform Marital Property Act or equivalent or if Executive is domiciled in a state that grants to his spouse any other marital rights in Executive's assets (including, without limitation, dower rights or a right to elect against Executive's will or to claim a forced share of Executive's estate), this Agreement shall also inure to the benefit of, and shall also be binding upon, his spouse. If Executive should die, all amounts owed to him hereunder shall be paid in accordance with the terms of this Agreement to Executive's designee or, if there no such designee, to Executive's heirs, devisees, legatees or executors or administrators of Executive's estate, as appropriate.

    (e)  Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under existing or future laws effective during the term of this Agreement, such provisions shall be fully severable, the Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

    (f)  Entire Agreement.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, both written and oral, between the Company and Executive with respect to the subject matter hereof and thereof, including, without limitation, the Prior Agreement; provided, however, that in the event that the Contribution Transaction is terminated, this Agreement shall be void ab initio and of no application or effect.

    (g)  Assignment.  This Agreement and the rights and duties hereunder are not assignable by Executive. This Agreement and the rights and duties hereunder may not be assigned by the Company without the express written consent of Executive (which consent may be granted or withheld in the sole discretion of Executive), except that such consent shall not be required in order for the Company to assign this Agreement or the rights or duties hereunder to an affiliate of the Company or to a third party in connection with the merger or consolidation of the Company with, or the sale of all or substantially all of the assets or business of the Company to, that third party.

–6–

    (h)  Amendment; Waiver.  This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, the Company and Executive. Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party or (b) waive compliance with any of the agreements or conditions of the other party contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term on condition, of this Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any such rights.

    (i)  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois, applicable to contracts executed in and to be performed entirely within that state.

    (j)  Jurisdiction and Venue.  The parties hereto agree that all actions or proceedings initiated by either party hereto and arising directly or indirectly out of this Agreement which are brought pursuant to judicial proceedings shall be litigated in a Federal or state court located in the State of California. The parties hereto expressly submit and consent in advance to such jurisdiction and agree that service of summons and complaint or other process or papers may be made by registered or certified mail addressed to the relevant party at the address to which notices are to be sent pursuant to Section 11(b) of this Agreement. The parties hereto waive any claim that a Federal or state court located in the State of California is an inconvenient forum or an improper forum based on lack of venue.

    (k)  Equitable Relief.  Executive acknowledges that the covenants contained in Sections 9 and 10 are reasonable and necessary to protect the legitimate interests of the Company, that in the absence of such covenants the Company would not have entered into this Agreement, that any breach or threatened breach of such covenants will result in irreparable injury to the Company and that the remedy at law for such breach or threatened breach would be inadequate. Accordingly, the Executive agrees that the Company, in addition to any other rights or remedies which it may have, shall be entitled to seek such equitable and injunctive relief as may be available from any court of competent jurisdiction to restrain Executive from any breach or threatened breach of such covenants.

    (l)  Attorneys' Fees.  If any legal action or other proceeding is brought for the enforcement of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

    (m)  Counterparts.  This Agreement may be executed in one or more counterparts and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original while all of which taken together shall constitute one and the same instrument.

–7–

    IN WITNESS WHEREOF, the Company and Executive have executed this Agreement as of the date and year first written above.

TICKETMASTER
By:	/s/ [ILLEGIBLE] Title:  Executive Vice President &            General Counsel
/s/ TERRY BARNES TERRY BARNES

–8–

EX-10.7

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.7

EMPLOYMENT AGREEMENT

    THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between Daniel R. Goodman ("Employee") and Ticketmaster Corporation, an Illinois corporation (the "Company"), and is effective as of October 1, 1998 (the "Effective Date").

    WHEREAS, the Company presently employs Employee as Vice President and Assistant General Counsel pursuant to an employment agreement dated as of January 13, 1997, and 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:

lA.  EMPLOYMENT.  The Company agrees to employ Employee as Executive Vice President and General Counsel, 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 Chief Executive Officer and the Chief Operating Officer or such other person(s) as from time to time may be designated by the Company (hereinafter referred to as the "Reporting Officers"). 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 Los Angeles, California.

2A.  TERM OF AGREEMENT.  The term ("Term") of this Agreement shall commence on the Effective Date and shall continue for a period of 4 years, unless sooner terminated in accordance with the provisions of Section 1 of the Terms and Conditions attached hereto.

3A.  COMPENSATION.

    (a)  BASE SALARY.  During the Term, the Company shall pay Employee an annual base salary of $350,000 (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)  DISCRETIONARY BONUS.  During the Term, Employee shall be eligible to receive discretionary annual bonuses.

    (c)  STOCK OPTION.  In consideration of Employee's entering into this Agreement, Employee shall be granted under USA Networks, Inc.'s 1997 Stock and Annual Incentive Plan (the "Plan") a non-qualified stock option (the "Option") to purchase 25,000 shares of USA Networks, Inc. ("USAi") common stock, par value $.01 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 and (y) the date on which the grant is approved by such Compensation Committee. 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 anniversaries of the Effective Date; provided that the Option shall become 100% vested and exercisable upon a Change in Control (as such term is defined in the Plan). Other than acceleration of the Option upon a Change in Control, the Option shall not otherwise become vested and exercisable as a result of the termination or non-renewal of this Agreement (or the termination of Employee's employment with the Company) for any reason. The Option shall expire upon the earlier to occur of (i) ten years from the date of grant or

(ii) except as otherwise provided in the Option award agreement, 90 days following the termination of Employee's employment with the Company for any reason.

    (d)  BENEFITS.  During the Term, Employee shall be entitled to participate in any welfare, health and life insurance and pension benefit and incentive programs as may be adopted from time to time by the Company on the same basis as that provided to similarly situated employees of the Company. Without limiting the generality of the foregoing, Employee shall be entitled to the following benefits:

    (i)  Reimbursement for Business Expenses.  (A) During the Term, the Company shall reimburse Employee for all reasonable and necessary expenses incurred by Employee in performing Employee's duties for the Company, on the same basis as similarly situated employees and in accordance with the Company's policies as in effect from time to time.

    (B) In addition, the Company shall reimburse Employee for the following costs and expenses relating to the temporary and permanent relocation of Employee and his family to the Los Angeles, California area: (i) reasonable temporary housing expenses and automobile expenses in an amount of $3,200 per month during the period from the Effective Date through August 31, 1999, (ii) all reasonable expenses related to Employee's travel to and from New York and Los Angeles, California during the period from the Effective Date to August 31, 1999 and (iii) all reasonable moving expenses relating to the permanent relocation of Employee's family to the Los Angeles, California area.

    (C) In connection with Employee's relocation to the Los Angeles, California area, the Company agrees to make a loan to Employee in the principal amount of $200,000 for the purpose of purchasing and, if applicable, making improvements upon, a residence in the area. The other material terms of the loan shall be as follows:

    (1) The loan shall be evidenced by a note executed by Employee and secured by a mortgage upon such residence.

    (2) The loan shall be interest free.

    (3) The principal amount of such loan shall become due and payable on the earlier of (x) December 31, 1999; and (y) the date on which the sale or transfer of Employee's New York residence is consummated.

    (ii)  Vacation.  During the Term, Employee shall be entitled to 3 weeks of paid vacation per year and paid holidays and sick leave as presently provided by the Company, in accordance with the plans, policies, programs and practices of the Company applicable to similarly situated employees of the Company generally.

    (iii)  Automobile Allowance.  Employee shall be entitled to receive an automobile allowance (i) in the amount of $700 per month for the period from the Effective Date through December 31, 1998 and (ii) in the amount of $350 per month for the period from January 1, 1999 through December 31, 1999. Employee shall not be entitled to receive an automobile allowance for any period beginning after December 31, 1999.

4A.  NOTICES.  All notices and other communications under this Agreement shall be in writing and shall be given by first-class mail, certified or registered with return receipt requested or hand delivery acknowledged in writing by the recipient personally, and shall be deemed to have been duly given three

2

days after mailing or immediately upon duly acknowledged hand delivery to the respective persons named below:

If to the Company:	Ticketmaster Corporation 8800 Sunset Boulevard West Hollywood, California 90069 Attention: Chief Operating Officer Telecopy No.: (310) 360-0701
If to Employee:	Daniel R. Goodman 37 Belmont Drive Roslyn Heights, New York 11577 Telephone No.: (516) 484-9629 Telecopy No.: (516) 484-8233

Either party may change such party's address for notices by notice duly given pursuant hereto.

5A.  GOVERNING LAW: JURISDICTION.  This Agreement and the legal relations thus created between the parties hereto shall be governed by and construed under and in accordance with the internal laws of the State of California without reference to the principles of conflicts of laws. Any and all disputes between the parties which may arise pursuant to this Agreement will be heard and determined before an appropriate federal court in California or, if not maintainable therein, then in an appropriate California state court. The parties acknowledge that such courts have jurisdiction to interpret and enforce the provisions of this Agreement, and the parties consent to, and waive any and all objections that they may have as to, personal jurisdiction and/or venue in such courts.

6A.  COUNTERPARTS.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. Employee expressly understands and acknowledges that the Terms and Conditions attached hereto are incorporated herein by reference, deemed a part of this Agreement and are binding and enforceable provisions of this Agreement. References to "this Agreement" or the use of the term "hereof" shall refer to this Agreement and the Terms and Conditions attached hereto, taken as a whole.

    IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and delivered by its duly authorized officer and Employee has executed and delivered this Agreement on December 10, 1998.

	TICKETMASTER CORPORATION
	By:	/s/ ILLEGIBLE Name: Title:
/s/ DANIEL R. GOODMAN DANIEL R. GOODMAN

3

TERMS AND CONDITIONS

1.  TERMINATION OF EMPLOYEE'S EMPLOYMENT.

    (a)  DEATH.  In the event Employee's employment hereunder is terminated by reason of Employee's death, the Company shall pay Employee's designated beneficiary or beneficiaries, within 30 days of Employee's death in a lump sum in cash, Employee's Base Salary through the end of the month in which death occurs and any Accrued Obligations (as defined in paragraph 1(f) below).

    (b)  DISABILITY.  If, as a result of Employee's incapacity due to physical or mental illness ("Disability"), Employee shall have been absent from the full-time performance of Employee's duties with the Company for a period of four consecutive months and, within 30 days after written notice is provided to Employee by the Company (in accordance with Section 6 hereof), he shall not have returned to the full-time performance of Employee's duties, Employee's employment under this Agreement may be terminated by the Company for Disability. During any period prior to such termination during which Employee is absent from the full-time performance of Employee's duties with the Company due to Disability, the Company shall continue to pay Employee's Base Salary at the rate in effect at the commencement of such period of Disability, offset by any amounts payable to Employee under any disability insurance plan or policy provided by the Company. Upon termination of Employee's employment due to Disability, the Company shall pay Employee within 30 days of such termination (i) Employee's Base Salary through the end of the month in which termination occurs in a lump sum in cash, offset by any amounts payable to Employee under any disability insurance plan or policy provided by the Company; and (ii) any Accrued Obligations (as defined in paragraph 1(f) below). The right to receive any payments for insurance policies in effect at the time of termination, if applicable, shall survive termination of employment due to Disability pursuant to section l(c).

    (c)  TERMINATION FOR CAUSE.  The Company may terminate Employee's employment under this Agreement for Cause at any time prior to the expiration of the Term. As used herein, "Cause" shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Employee; provided, however, that after indictment, the Company may suspend Employee from the rendition of services, but without limiting or modifying in any other way the Company's obligations under this Agreement; (ii) a material breach by Employee of a fiduciary duty owed to the Company; (iii) a material breach by Employee of any of the covenants made by Employee in Section 2 hereof; or (iv) the willful or gross neglect by Employee of the material duties required by this Agreement. In the event of Employee's termination for Cause, this Agreement shall terminate without further obligation by the Company, except for the payment of any Accrued Obligations (as defined in paragraph 1(f) below).

    (d)  TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE.  If Employee's employment is terminated by the Company for any reason other than Employee's death or Disability or for Cause, then (i) the Company shall pay Employee the Base Salary through the end of the Term over the course of the then remaining Term; and (ii) the Company shall pay Employee within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations (as defined in paragraph 1(f) below).

    (e)  MITIGATION; OFFSET.  In the event of termination of Employee's employment prior to the end of the Term, Employee shall use reasonable best efforts to seek other comparable employment and to take other reasonable actions to mitigate the amounts payable under Section 1 hereof. If Employee obtains other employment during the Term, the amount of any payment or benefit provided for under Section 1 hereof which has been paid to Employee shall be refunded to the Company by Employee in an amount equal to any compensation earned by Employee as a result of employment with or services provided to another employer after the date of Employee's termination of employment and prior to the

4

otherwise applicable expiration of the Term, and all future amounts payable by the Company to Employee during the remainder of the Term shall be offset by the amount earned by Employee from another employer. For purposes of this Section l(e), Employee shall have an obligation to inform the Company regarding Employee's employment status following termination and during the period encompassing the Term.

    (f)  ACCRUED OBLIGATIONS.  As used in this Agreement, "Accrued Obligations" shall mean the sum of (i) any portion of Employee's Base Salary through the date of death or termination of employment for any reason, as the case may be, which has not yet been paid; and (ii) any compensation previously earned but deferred by Employee (together with any interest or earnings thereon) that has not yet been paid.

2.  CONFIDENTIAL INFORMATION; NON-SOLICITATION; AND PROPRIETARY RIGHTS.

    (a)  CONFIDENTIALITY.  Employee acknowledges that while employed by the Company Employee will occupy a position of trust and confidence. Employee shall not, except as may be required to perform Employee's duties hereunder or as required by applicable law, without limitation in time or until such information shall have become public other than by Employee's unauthorized disclosure, disclose to others or use, whether directly or indirectly, any Confidential Information regarding the Company or any of its subsidiaries or affiliates. "Confidential Information" shall mean information about the Company or any of its subsidiaries or affiliates, and their clients and customers that is not disclosed by the Company or any of its subsidiaries or affiliates for financial reporting purposes and that was learned by Employee in the course of employment by the Company or any of its subsidiaries or affiliates, including (without limitation) any proprietary knowledge, trade secrets, data, formulae, information and client and customer lists and all papers, resumes, and records (including computer records) of the documents containing such Confidential Information. Employee acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company and its subsidiaries or affiliates, and that such information gives the Company and its subsidiaries or affiliates a competitive advantage. Employee agrees to deliver or return to the Company, at the Company's request at any time or upon termination or expiration of Employee's employment or as soon thereafter as possible, all documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by the Company and its subsidiaries or affiliates or prepared by Employee in the course of Employee's employment by the Company and its subsidiaries or affiliates. As used in this Agreement, "subsidiaries" and "affiliates" shall mean any company controlled by, controlling or under common control with the Company.

    (b)  NON-SOLICITATION OF EMPLOYEES.  Employee recognizes that he will possess confidential information about other employees of the Company and its subsidiaries or affiliates relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of the Company and its subsidiaries or affiliates. Employee recognizes that the information he will possess about these other employees is not generally known, is of substantial value to the Company and its subsidiaries or affiliates in developing their respective businesses and in securing and retaining customers, and will be acquired by Employee because of Employee's business position with the Company. Employee agrees that, during the Term (and for a period of 12 months beyond the expiration of the Term), Employee will not, directly or indirectly, solicit or recruit any employee of the Company or any of its subsidiaries or affiliates for the purpose of being employed by Employee or by any business, individual, partnership, firm, corporation or other entity on whose behalf he is acting as an agent, representative or employee and that Employee will not convey any such confidential information or trade secrets about other employees of the Company or any of its subsidiaries or affiliates to any other person except within the scope of Employee's duties hereunder.

5

    (c)  PROPRIETARY RIGHTS; ASSIGNMENT.  All Employee Developments shall be made for hire by Employee for the Company or any of its subsidiaries or affiliates. "Employee Developments" means any idea, discovery, invention, design, method, technique, improvement, enhancement, development or other work of authorship that (i) relates to the business or operations of the Company or any of its subsidiaries or affiliates, or (ii) results from or is suggested by any undertaking assigned to Employee or work performed by Employee for or on behalf of the Company or any of its subsidiaries or affiliates, whether created alone or with others, during or after working hours. All Confidential Information and all Employee Developments shall remain the sole property of the Company or any of its subsidiaries or affiliates. Employee shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent Employee may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, Employee hereby assigns to the Company all such proprietary rights. Employee shall, both during and after the Term, upon the Company's request, promptly execute and deliver to the Company all such assignments, certificates and instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce or defend the Company's rights in Confidential Information and Employee Developments.

    (d)  COMPLIANCE WITH CODE OF CONDUCT.  During the Term, Employee shall adhere to the policies and standards of professionalism set forth in the Company's Code of Conduct as it may exist from time to time.

    (e)  REMEDIES FOR BREACH.  Employee expressly agrees and understands that the remedy at law for any breach by Employee of this Section 2 will be inadequate and that damages flowing from such breach are not usually susceptible to being measured in monetary terms. Accordingly, it is acknowledged that upon Employee's violation of any provision of this Section 2 the Company shall be entitled to obtain from any court of competent jurisdiction immediate injunctive relief and obtain a temporary order restraining any threatened or further breach as well as an equitable accounting of all profits or benefits arising out of such violation. Nothing in this Section 2 shall be deemed to limit the Company's remedies at law or in equity for any breach by Employee of any of the provisions of this Section 2, which may be pursued by or available to the Company.

    (f)  SURVIVAL OF PROVISIONS.  The obligations contained in this Section 2 shall, to the extent provided in this Section 2, survive the termination or expiration of Employee's employment with the Company and, as applicable, shall be fully enforceable thereafter in accordance with the terms of this Agreement. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 2 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.

3.  TERMINATION OF PRIOR AGREEMENTS.  This Agreement constitutes the entire agreement between the parties and terminates and supersedes any and all prior agreements and understandings (whether written or oral) between the parties with respect to the subject matter of this Agreement, including, without limitation, the Employment Agreement, dated as of January 13, 1997, between the Company and Employee; provided, that Employee retains all granted and vested stock options granted under the January 13, 1997 employment contract, and all accrued benefits, including, but not limited to, accrued and unused vacation days. Employee acknowledges and agrees that neither the Company nor anyone acting on its behalf has made, and is not making, and in executing this Agreement, Employee has not relied upon, any representations, promises or inducements except to the extent the same is expressly set forth in this Agreement.

4.  ASSIGNMENT; SUCCESSORS.  This Agreement is personal in its nature and none of the parties hereto shall, without the consent of the others, assign or transfer this Agreement or any rights or

6

obligations hereunder, provided that, in the event of the merger, consolidation, transfer, or sale of all or substantially all of the assets of the Company with or to any other individual or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder, and all references herein to the "Company" shall refer to such successor.

5.  WITHHOLDING.  The Company shall make such deductions and withhold such amounts from each payment and benefit made or provided to Employee hereunder, as may be required from time to time by applicable law, governmental regulation or order.

6.  HEADING REFERENCES.  Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. References to "this Agreement" or the use of the term "hereof" shall refer to these Terms and Conditions and the Employment Agreement attached hereto, taken as a whole.

7.  WAIVER; MODIFICATION.  Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. This Agreement shall not be modified in any respect except by a writing executed by each party hereto. Notwithstanding anything to the contrary herein, neither the assignment of Employee to a different Reporting Officer due to a reorganization or an internal restructuring of the Company or its affiliated companies nor a change in the title of the Reporting Officer shall constitute a modification or a breach of this Agreement.

8.  SEVERABILITY.  In the event that a court of competent jurisdiction determines that any portion of this Agreement is in violation of any law or public policy, only the portions of this Agreement that violate such law or public policy shall be stricken. All portions of this Agreement that do not violate any statute or public policy shall continue in full force and effect. Further, any court order striking any portion of this Agreement shall modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties under this Agreement.

9.  INDEMNIFICATION.  The Company shall indemnify and hold Employee harmless for acts and omissions in Employee's capacity as an officer, director or employee of the Company to the maximum extent permitted under applicable law; provided, however, that neither the Company, nor any of its subsidiaries or affiliates shall indemnify Employee for any losses incurred by Employee as a result of acts described in Section 1 (c) of this Agreement.

7

ACKNOWLEDGED AND AGREED: Date: December 10, 1998
	TICKETMASTER CORPORATION
	By:	/s/ [ILLEGIBLE] Name: Title:
	/s/ DANIEL R. GOODMAN DANIEL R. GOODMAN

8

QuickLinks

EMPLOYMENT AGREEMENT
TERMS AND CONDITIONS

EX-10.8

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.8

EMPLOYMENT AGREEMENT

    AGREEMENT, dated as of February 1, 1998 between Ticketmaster Ticketing Co., Inc., a Delaware corporation (the "Company"), and Timothy Wood ("Executive").

W I T N E S S E T H:

    WHEREAS, prior to the date hereof, Executive has been employed by the Company and/or certain of its subsidiaries or affiliates in various management positions; and

    WHEREAS, the Company is desirous of continuing to employ Executive, and Executive is desirous of continuing to be employed by the Company, on the terms and subject to the conditions set forth in this Agreement;

    NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto agree as follows:

    1.  Definitions. The following terms shall have the indicated meanings when used in this Agreement, unless the context requires otherwise:

    (a)  "Base Salary Amount"  shall mean $225,000 during the first Contract Year, $235,000 during the second Contract Year, $245,000 during the third Contract Year and $255,000 during the fourth Contract Year.

    (b)  "Board of Directors"  shall mean the Board of Directors of the Company.

    (c)  "Cause"  shall have the meaning ascribed to that term in Section 7.

    (d)  "Consulting Period"  shall have the meaning ascribed to that term in Section 9(a).

    (e)  "Contract Year"  shall mean each year during the term hereof commencing February 1 and ending on the immediately following January 31.

    (f)  "Customer"  shall have the meaning ascribed to that term in Section 9(d).

    (g)  "Disability",  shall have the meaning ascribed to that term in Section 6(a).

    (h)  "Disability Period"  shall have the meaning ascribed to that term in Section 6(a).

    (i)  "Proprietary Information of the Company"  shall have the meaning ascribed to that term in Section 10(a).

    (j)  "Ticketmaster Businesses"  shall have the meaning ascribed to that term in Section 9(b).

    2.  Employment.  The Company hereby employs Executive, and Executive hereby accepts employment with the Company, on the terms and subject to the conditions set forth herein.

    3.  Term of Employment.  The term of employment hereunder shall commence on the date hereof and end on January 3, 2002, subject to early termination as herein provided.

    4.  Position and Duties.  Executive shall serve as the Executive Vice President of the Company. Subject to the authority of the Board of Directors and the Chief Executive Officer of the Company, the Executive shall have all of the powers and duties incident to the office of the Executive Vice President and such other powers and duties as may from time to time be prescribed by the Board of Directors or the Chief Executive Officer of the Company. Executive agrees to serve without further compensation, if elected or appointed thereto, as an officer or a director of any of the Company's domestic and foreign subsidiaries and affiliates.

    5.  Exclusive Duties.  During Executive's employment by the Company, Executive shall devote his entire working time, attention and energies to the business of the Company and will not take any actions of the kind described in Sections 9(b), 9(c) and 9(d).

    6.  Compensation and Other Benefits.

    (a)  Base Salary.  During each Contract Year of the term hereof, the Company shall pay to Executive the Base Salary Amount. The Base Salary Amount shall be paid to Executive in accordance with the Company's regular payroll practices with respect to senior management compensation.

    In the event that Executive shall become disabled as a result of bodily injury or physical or mental illness (whether or not occupational) to such extent that in the sole opinion of the Board of Directors, based upon competent medical advice, he can no longer perform the duties of the Executive Vice President of the Company (a "Disability"), the Company shall only be obligated to continue to pay the Base Salary Amount to Executive for the 120-day period immediately following the date of Disability (the "Disability Period"). The right to receive salary payments during the Disability Period, if applicable, shall survive any termination of employment by virtue of Disability pursuant to Section 7.

    (b)  Annual Performance Bonuses.  During each Contract Year, the Company shall pay Executive an annual performance bonus as determined by the Board of Directors or its Compensation Committee in its sole discretion, the determination of which shall be based upon such standards, guidelines and factual circumstances as the Board of Directors or its Compensation Committee deems relevant, including, without limitation, the operating results for the Company during such Contract Year, the importance of the efforts of Executive in achieving such operating results and the achievement by the Company and/or Executive of performance goals previously established by the Board of Directors or its Compensation Committee for such Contract Year; provided, however, that in no event shall the bonus for any full Contract Year of the term hereof be less than $30,000 for the first Contract Year, $30,000 for the second Contract Year, $35,000 for the third Contract Year and $35,000 for the fourth Contract Year.

    (c)  Expenses.  Executive shall be entitled to receive prompt reimbursement from the Company for all documented business expenses incurred by him in the performance of his duties hereunder, provided that Executive properly accounts therefor in accordance with the Company's reimbursement policy, including, without limitation, the submission of supporting evidence as reasonably requested by the Company.

    (d)  Fringe Benefits.  During the term thereof, Executive shall be entitled (i) to participate in and receive benefits substantially similar to what Executive is currently receiving from the Company so long as such benefits are provided by the Company to similar level management employees, (ii) to continue to receive his existing automobile allowance so long as he continues to use the automobile being used by him as of the date of this Agreement, and (iii) at such time as Executive ceases to use the automobile being used by him as of the date of this Agreement, to use a company automobile selected by the Company, or at the Company's sole discretion, to receive a monthly automobile allowance sufficient to cover the lease payments on a 1998 Lexus GS 400.

    (e)  Vacations.  During the term hereof, Executive shall be entitled to sick leave and paid holidays consistent with the Company's sick leave and holiday policy for senior management and up to three weeks paid vacation during each Contract Year (or such other vacation time as is consistent with the Company's policy for senior management).

    7.  Termination.  The Company or Executive may terminate the employment of Executive hereunder upon the occurrence of a Disability (as defined in Section 6(a)) for a period of no less than 120 days during any consecutive twelve-month period. The Company may also terminate the employment of Executive hereunder upon Executive's death or for Cause. For purposes hereof, "Cause" shall mean (i) fraud, theft, misappropriation of funds or conviction of a felony, (ii) Executive's engagement is illegal conduct tending to place Executive or the Company in disrepute, (iii) dereliction

2

or gross misconduct in Executive's performance of his duties as an employee of the Company or the failure of Executive to perform his duties in a manner consistent with the instructions of the Board of Directors or the Chief Executive Officer of the Company or (iv) violation by Executive of any of his material covenants contained in this Agreement, including, without limitation, Section 10.

    8.  Developmental Rights.  Executive agrees that any developments by way of invention, design, copyright, trademark or other matters which may be developed or perfected by him during the term hereof, and which relate to the business of the Company or its subsidiaries or affiliates, shall be the property of the Company without any interest therein by Executive, and he will, at the request and expense of the Company, apply for and prosecute letters patent thereon in the United States or in foreign countries if the Company so requests, and will assign and transfer the same to the Company together with any letters patent, copyrights, trademarks and applications therefor; pr6vided, however, that the foregoing shall not apply to an invention that Executive develops entirely on his own time without using the Company's equipment, supplies, facilities or trade secret information, except for those inventions that either:

    (a) relate at the time of conception or reduction to practice of the invention to the Company's business, or actual or demonstrably anticipated research or development of the Company; or

    (b) result from any work performed by Executive for the Company.

    9.  Consulting.

    (a)  Consulting Services.  During the six-month period commencing immediately upon the termination of Executive's employment for any reason (other than Executive's death) (the "Consulting Period"), Executive shall be available, as an independent consultant, for consultation with the Company and its subsidiaries and affiliates concerning their general operations and the industries in which they engage in business. In addition, during the Consulting Period, consultant will aid, assist and consult with the Company and its subsidiaries and affiliates with respect to their dealings with clients and the enhancement of their recognition and reputation. During the Consulting Period, Executive shall devote such time and energies to the affairs of the Company as may be reasonably required to carry out his duties hereunder without jeopardizing Executive's then full-time, non-Ticketmaster Business employment opportunities; provided, however, that Executive shall not be obligated to devote more than 50 hours to the performance of such duties. In consideration of Executive's consulting services, and in consideration of Executive's covenants contained in this Section 9, the Company shall pay to Executive $25,000 during the Consulting Period, payable in equal monthly installments. The Company further agrees to reimburse Executive for all reasonable and necessary business expenses incurred by Executive in the performance of his consulting services in accordance with the Company's reimbursement policy, including, without limitation, the submission of supporting evidence as reasonably required by the Company.

    (b)  Covenant Not to Compete.  During the Consulting Period, Executive shall not, without the prior written consent of the Company, directly or indirectly engage in or assist any activity which is the same as, similar to or competitive with the Ticketmaster Businesses (other than on behalf of the Company or any of its subsidiaries or affiliates) including, without limitation, whether such engagement or assistance is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 5% of the outstanding capital stock of a publicly traded corporation), guarantor, consultant, advisor, agent, sales representative or other participant, anywhere in the world that the Company or any of its subsidiaries or affiliates has been engaged, including, without limitation, the United States, Canada, Mexico, Argentina, Chile, England, Ireland, Scotland, Europe and Australia. Nothing herein shall limit Executive's ability to own interests in or manage entities which sell tickets as an incidental part of their primary businesses (e.g. cable networks, on-line computer services, sport teams, arenas, hotels, cruise lines, theatrical

3

and movie productions and the like) and which do not hold themselves out generally as competitors of the Company and its subsidiaries and affiliates. The "Ticketmaster Businesses" shall mean the computerized sale of tickets for sporting, theatrical, cinematic, live theatrical, musical or any other events on behalf of various venues and promoters through distribution channels currently being utilized by the Company or any of its subsidiaries or affiliates (as such term is defined in Rule 405 of Regulation C promulgated under the Securities Act of 1933, as amended).

    (c)  Solicitation of Employees.  During the Consulting Period, Executive shall not (i) directly or indirectly induce or attempt to induce (regardless of who initiates the contact) any person then employed (whether part-time or full-time) by the Company or any of its subsidiaries or affiliates, whether as an officer, employee, consultant, adviser or independent contractor, to leave the employ of the Company or to cease providing or otherwise alter the services then provided to the Company or to any of its subsidiaries or affiliates or (ii) in any other manner seek to engage or employ any such person (whether or not for compensation) as an officer, employee, consultant, adviser or independent contractor in connection with the operation of any business which is the same as or similar to any of the Ticketmaster Businesses.

    (d)  Non-Solicitation of Customers.  During the Consulting Period, Executive shall not solicit any Customers of the Company or any of its subsidiaries or affiliates or encourage (regardless of who initiates the contact) any such Customers to use the facilities or services of any Competitor of the Company or any of its subsidiaries or affiliates. "Customer" shall mean any person who engages the Company or any of its subsidiaries or affiliates to sell, on its behalf as agent, tickets to the public.

    10.  Confidentiality.  Executive shall not at any time during or after termination of employment disclose (except as may be required by law) or use, except in the pursuit of the business of the Company or any of its subsidiaries or affiliates, any Proprietary Information of the Company. "Proprietary Information of the Company" means all information known or intended to be known only to employees of the Company or any of its subsidiaries or affiliates in a confidential relationship with the Company or any of its subsidiaries or affiliates relating to technical matters pertaining to the Ticketmaster Businesses, but shall not include any information within the public domain. Executive agrees not to remove any documents, records or other information from the premises of the Company or any of its subsidiaries or affiliates containing any such Proprietary Information, except in the pursuit of the business of the Company or any of its subsidiaries or affiliates, and acknowledges that such documents, records and other information are the exclusive property of the Company or its subsidiaries or affiliates. Upon termination of Executive's employment, Executive shall immediately return all Proprietary Information of the Company and all copies thereof to the Company.

    11.  General Provisions.

    (a)  Expenses.  All costs and expenses incurred by either of the parties in connection with this Agreement and any transactions contemplated hereby shall be paid by that party.

    (b)  Notices.  All notices, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by cable, by telecopy, by telegram, by telex or

4

by registered or certified mail to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section II(b)):

    (i)  If to the Company:

Ticketmaster Ticketing Co., Inc.
8800 Sunset Boulevard
West Hollywood, California 90069
Attention: Chairman of the Board
Telecopy No.: (310) 360-6505

With a copy to:

Neal, Gerber & Eisenberg
Two North LaSalle Street
Chicago, Illinois 60602
Attention: Charles Evans Gerber
Telecopy No.: (312) 269-1747

    (ii) If to Executive:

236 South Orange Drive
Los Angeles, California 90036
Attention: Timothy Wood

    (c)  Headings.  The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

    (d)  Successors; Binding Agreement.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, legatees, executors, administrators, successors and personal or legal representatives. If Executive is domiciled in a community property state or a state that has adopted the Uniform Marital Property Act or equivalent or if Executive is domiciled in a state that grants to his spouse any other marital rights in Executive's assets (including, without limitation, dower rights or a right to elect against Executive's will or to claim a forced share of Executive's estate), this Agreement shall also inure to the benefit of, and shall also be binding upon, his spouse. If Executive should die while any amounts would still be payable to his hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive's designee or, if there be no such designee, to Executive's heirs, devisees, legatees or executors or administrators of Executive's estate, as appropriate.

    (e)  Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under existing or future laws effective during the term of this Agreement, such provisions shall be fully severable, the Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

    (f)  Entire Agreement.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the Company and Executive with respect to the subject matter hereof.

5

    (g)  Assignment.  This Agreement and the rights and duties hereunder are not assignable by Executive. This Agreement and the rights and duties hereunder may not be assigned by the Company without the express written consent of Executive (which consent may be granted or withheld in the sole discretion of Executive), except that such consent shall not be required in order for the Company to assign this Agreement or the rights or duties hereunder to an affiliate (as such term is defined in Section 9(b)) of the Company or to a third party in connection with the merger or consolidation of the Company with, or the sale of all or substantially all of the assets or business of the Company to, that third party.

    (h)  Amendment; Waiver.  This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, the Company and Executive. Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party or (b) waive compliance with any of the agreements or conditions of the other party contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any such rights.

    (i)  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that state.

    (j)  Jurisdiction and Venue.  The parties hereto agree that all actions or proceedings initiated by either party hereto and arising directly or indirectly out of this Agreement which are brought pursuant to judicial proceedings shall be litigated in a Federal or state court located in the State of Delaware. The parties hereto expressly submit and consent in advance to such jurisdiction and agree that service of summons and complaint or other process or papers may be made by registered or certified mail addressed to the relevant party at the address to which notices are to be sent pursuant to Section II(b) of this Agreement. The parties hereto waive any claim that a Federal or state court located in the State of Delaware is an inconvenient forum or an improper forum based on lack of venue.

    (k)  Equitable Relief.  Executive acknowledges that the covenants contained in Sections 9 and 10 are reasonable and necessary to protect the legitimate interests of the Company, that in the absence of such covenants the Company would not have entered into this Agreement, that any breach or threatened breach of such covenants will result in irreparable injury to the Company and that the remedy at law for such breach or threatened breach would be inadequate. Accordingly, the Executive agrees that the Company, in addition to any other rights or remedies which it may have, shall be entitled to seek such equitable and injunctive relief as may be available from any court of competent jurisdiction to restrain the Executive from any breach or threatened breach of such covenants.

    (l)  Attorneys' Fees.  If any legal action or other proceeding is brought for the enforcement of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

    (m)  Counterparts.  This Agreement may be executed in one or more counterparts, and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original while all of which taken together shall constitute one and the same instrument.

6

    IN WITNESS WHEREOF, the Company and Executive have executed this Agreement as of the date and year first written above.

TICKETMASTER TICKETING CO., INC.
By:	TIMOTHY J. WOOD
Title:	EXEC VP/DIR OF EUROPEAN DEVEL.
/s/ TIMOTHY J. WOOD Timothy J. Wood

7

QuickLinks

EMPLOYMENT AGREEMENT
W I T N E S S E T H

EX-10.9

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.9

EMPLOYMENT AGREEMENT

    THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of December 5, 2000 by and between Bradley K. Serwin ("Employee") and Ticketmaster Online-Citysearch, Inc., a Delaware corporation, on behalf of itself and its affiliates (collectively, the "Company") and shall be effective as of January 1, 2001 (the "Effective Date").

RECITALS

    WHEREAS, the Company desires to establish its right to the exclusive 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:

AGREEMENTS

1.  EXCLUSIVE SERVICES.  The Company agrees to employ Employee as Deputy General Counsel, Vice President and Corporate Secretary, 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 Executive Vice President and General Counsel or to 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.

2.  TERM OF AGREEMENT.  The term ("Term") of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year thereafter. Early termination of this Agreement in accordance with the terms hereof will not affect the length of the Term. The Term may be renewed upon the mutual agreement of the Company and Employee for up to two (2) successive one (1) year periods, effective upon the giving of mutual notice by the Company and Employee to one another no less than 90 days prior to the end of the then current Term.

3.  COMPENSATION.

    (a)  BASE SALARY.  During the Term, the Company shall pay Employee an annual base salary of $225,000 (the "Base Salary") payable in equal biweekly installments or in accordance with the Company's payroll practice as in effect from time to time and will also pay Employee a one-time payment of $25,000 on May 15, 2001. In addition, Employee shall be eligible for a year-end bonus with a target amount of $50,000 payable in accordance with the Company's regular year end bonus practices.

    (b)  BENEFITS.  From the Effective Date through the date of termination of Employee's employment for any reason, Employee shall be entitled to participate in any welfare, health and life insurance and pension benefit and incentive programs as may be adopted from time to time by the Company on the same basis as that provided to similarly situated employees of the Company. Without limiting the generality of the foregoing, Employee shall be entitled to the following benefits:

    (i)  Reimbursement for Business Expenses.  During the Term, the Company shall reimburse Employee for all reasonable and necessary expenses incurred by Employee in performing

Employee's duties for the Company, on the same basis as similarly situated employees and in accordance with the Company's policies as in effect from time to time.

    (ii)  Vacation.  During the Term, Employee shall be entitled to vacation in accordance with the plans, policies, programs and practices of the Company applicable to similarly situated employees of the Company generally. Employee will receive no less than the amount of paid time off provided to Employee by the Company during 2000.

4.  TERMINATION OF EMPLOYEE'S EMPLOYMENT.

    (a)  DEATH.  In the event Employee's employment hereunder is terminated by reason of Employee's death, the Company shall pay Employee's designated beneficiary or beneficiaries, within 30 days of Employee's death in a lump sum in cash, Employee's Base Salary through the end of the month in which death occurs and any Accrued Obligations (as defined in paragraph 4(f) below).

    (b)  DISABILITY.  If, as a result of Employee's incapacity due to physical or mental illness ("Disability"), Employee shall have been absent from the full-time performance of Employee's duties with the Company for a period of four consecutive months and, within 30 days after written notice is provided to Employee by the Company (in accordance with Section 12(a) hereof), Employee shall not have returned to the full-time performance of Employee's duties, Employee's employment under this Agreement may be terminated by the Company for Disability. During any period prior to such termination during which Employee is absent from the full-time performance of Employee's duties with the Company due to Disability, the Company shall continue to pay Employee's Base Salary, offset by any amounts payable to Employee under any disability insurance plan or policy provided by the Company. Upon termination of Employee's employment due to Disability, the Company shall pay Employee within 30 days of such termination (i) Employee's Base Salary through the end of the month in which termination occurs in a lump sum in cash, offset by any amounts payable to Employee under any disability insurance plan or policy provided by the Company; and (ii) any Accrued Obligations (as defined in paragraph 4(f) below).

    (c)  TERMINATION FOR CAUSE.  The Company may terminate Employee's employment under this Agreement for Cause at any time prior to the expiration of the Term. As used herein, "Cause" shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Employee; provided, however, that after indictment, the Company may suspend Employee from the rendition of services, but without limiting or modifying in any other way the Company's obligations under this Agreement; (ii) a material breach by Employee of a fiduciary duty owed to the Company; (iii) a material breach by Employee of any of the covenants made by Employee in Sections 5 through 10 hereof; or (iv) the willful or gross neglect by Employee of the material duties required by this Agreement; provided that any determination relating to clauses (ii), (iii) or (iv) above will be made by a written statement of the Chief Executive Officer of the Company or by resolution of the Board of Directors of the Company. In the event of Employee's termination for Cause, this Agreement shall terminate without further obligation by the Company, except for the payment of any Accrued Obligations (as defined in paragraph 4(f) below).

    (d)  TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE.  If Employee's employment is terminated by the Company for any reason other than Employee's death or Disability or for Cause, then (i) the Company shall pay Employee the Base Salary through the end of the Term over the course of the then remaining Term; and (ii) the Company shall pay Employee within 30 days of the date of such termination in a lump sum in cash any Accrued Obligations (as defined in paragraph 4(f) below).

    (e)  MITIGATION; OFFSET.  In the event of termination of Employee's employment prior to the end of the Term, Employee shall use reasonable best efforts to seek other employment and to take other reasonable actions to mitigate the amounts payable under Section 3 hereof. If Employee obtains

2

other employment during the Term, the amount of any payment or benefit provided for under Section 3 hereof which has been paid to Employee shall be refunded to the Company by Employee in an amount equal to any compensation earned by Employee as a result of employment with or services provided to another employer after the date of Employee's termination of employment and prior to the otherwise applicable expiration of the Term, and all future amounts payable by the Company to Employee during the remainder of the Term shall be offset by the amount earned by Employee from another employer; provided that in no event will Employee be obligated to refund to the Company more than the Company paid to Employee under Section 3 after the date of Employee's termination of employment. For purposes of this Section 4(e), Employee shall have an obligation to inform the Company regarding Employee's employment status following termination and during the period encompassing the Term.

    (f)  ACCRUED OBLIGATIONS.  As used in this Agreement, "Accrued Obligations" shall mean the sum of (i) any portion of Employee's Base Salary through the date of death or termination of employment for any reason, as the ease may be, which has not yet been paid; (ii) any compensation previously earned but deferred by Employee (together with any interest or earnings thereon) that has not yet been paid; and all accrued and unpaid benefits due to Employee (e.g. accrued vacation/paid time off, vested 401(k) matching funds, etc.) which are due or earned under applicable law or Company policy which is applicable to Employee.

5.  CONFIDENTIALITY.  Employee acknowledges that while employed by the Company Employee will occupy a position of trust and confidence. Employee shall not, except as may be required to perform Employee's duties hereunder or as required by applicable law, without limitation in time or until such information shall have become public other than by Employee's unauthorized disclosure, disclose to others or use, whether directly or indirectly, any Confidential Information regarding the Company or any of its subsidiaries or affiliates. "Confidential Information" shall mean information about the Company or any of its subsidiaries or affiliates, and their clients and customers that is not disclosed by the Company or any of its subsidiaries or affiliates for financial reporting purposes and that was learned by Employee in the course of employment by the Company or any of its subsidiaries or affiliates, including (without limitation) any proprietary knowledge, trade secrets, data, formulae, information and client and customer lists and all papers, resumes, and records (including computer records) of the documents containing such Confidential Information. Employee acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company and its subsidiaries or affiliates, and that such information gives the Company and its subsidiaries or affiliates a competitive advantage. Employee agrees to deliver or return to the Company, at the Company's request at any time or upon termination or expiration of Employee's employment or as soon thereafter as possible, all documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by the Company and its subsidiaries or affiliates or prepared by Employee in the course of Employee's employment by the Company and its subsidiaries or affiliates. As used in this Agreement, "subsidiaries" and "affiliates" shall mean any company controlled by, controlling or under common control with the Company.

6.  COVENANT NOT TO COMPETE

    (a)  COVENANT NOT TO COMPETE.  During the Term (and for a period of 24 months beyond the earlier of (i) the last day that the Employee is employed by the Company (unless terminated for Cause, in which case the last day shall be deemed to be the last day of the Term) or (ii) the expiration of the Term) Employee shall not, without the prior written consent of the Company, directly or indirectly engage in or assist any activity which is the same as, similar to or competitive with the "Company Businesses" (other than on behalf of the Company or any of its subsidiaries, affiliates or successors-in-interest) including, without limitation, whether such engagement or assistance is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 5% of the outstanding capital stock of a publicly traded corporation), guarantor, consultant, advisor, agent, sales

3

representative or other participant, anywhere in the world that the Company or any of its subsidiaries or affiliates has been engaged, including, without limitation, the United States, Canada, Mexico, South America, England, Ireland, Scotland, Europe and Australia and Singapore. As used herein, the term "Company Businesses" shall be limited to (i) the computerized sale of tickets for sporting, theatrical, cinematic, live theatrical, musical or any other events on behalf of various venues and promoters through any of the distribution channels currently being utilized by the Company, its subsidiaries, affiliates or successors-in-interest, which is conducted by the Company or any of its subsidiaries, affiliates (as such term is defined in Rule 405 of Regulation C promulgated under the Securities Act of 1933, as amended), or successors-in-interest; (ii) the operation of Internet websites known as "city guides" or substantially similar name or business concept which primarily provide local information and build and/or host infosites for small businesses in a searchable database format and (iii) the operation of Internet websites which primarily provide classified matchmaking personals.

    b)  CONSULTING SERVICES.  During the two-year period commencing immediately upon the date of termination of Employee's employment for any reason (other than Employee's death) (the "Consulting Period"), Employee shall be available for consultation with the Company and its subsidiaries and affiliates concerning their general operations and the industries in which they engage in business. In addition, during the Consulting Period, Employee will aid, assist and consult with the Company and its subsidiaries and affiliates with respect to their dealings with clients and the enhancement of their recognition and reputation. During the Consulting Period, Employee shall devote such time and energies to the affairs of the Company and its subsidiaries and affiliates as may be reasonably required to carry out his duties hereunder without jeopardizing Employee's then full-time, non-Company Business (as defined above) employment opportunities; provided, however, that Employee shall not be obligated to devote more than 50 hours per year to the performance of such duties. In consideration of Employee's consulting services, and in consideration of Employee's covenants contained herein, the Company shall pay to Employee $20,000 during each full year of the Consulting Period, payable in equal monthly installments. The Company further agrees to reimburse Employee for all reasonable and necessary business expenses incurred by Employee in the performance of his consulting services in accordance with the Company's reimbursement policy, including, without limitation, the submission of supporting evidence as reasonably required by the Company.

7.  NON-SOLICITATION OF EMPLOYEES.  Employee recognizes that he will possess confidential information about other employees of the Company and its subsidiaries or affiliates relating to their education, experience, skills, abilities, compensation and benefits, and interpersonal relationships with suppliers to and customers of the Company and its subsidiaries or affiliates. Employee recognizes that the information he will possess about these other employees is not generally known, is of substantial value to the Company and its subsidiaries or affiliates in developing their respective businesses and in securing and retaining customers, and will be acquired by Employee because of Employee's business position with the Company. Employee agrees that, during the Term (and for a period of 24 months as set forth in Section 6 hereof), Employee will not, directly or indirectly, solicit or recruit any employee of the Company or any of its subsidiaries for the purpose of being employed by Employee or by any business, individual, partnership, firm, corporation or other entity on whose behalf Employee is acting as an agent, representative or employee and that Employee will not convey any such confidential information or trade secrets about other employees of the Company or any of its subsidiaries or affiliates to any other person except within the scope of Employee's duties hereunder.

8.  NON-SOLICITATION OF CLIENTS.  During the Term (and for a period of 24 months as set forth in Section 6 hereof), Employee shall not solicit any Clients of the Company or any of its subsidiaries, affiliates or successors-in-interest or encourage (regardless of who initiates the contact) any such Clients to use the facilities or services of any competitor of the Company or any of its subsidiaries, affiliates or successors-in-interest. "Client" shall mean any person who engages the Company or any of

4

its subsidiaries, affiliates or successors-in-interest with respect to any of the Company Businesses as defined in Section 6(a) above.

9.  PROPRIETARY RIGHTS; ASSIGNMENT.  All Employee developments shall be made for hire by the Employee for the Company or any of its subsidiaries or affiliates. "Employee Developments" means any idea, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work or authorship that (i) relates to the business or operations of the Company or any of its subsidiaries or affiliates, or (ii) results from or is suggested by any undertaking assigned to the Employee or work performed by the Employee for or on behalf of the Company or any of its subsidiaries or affiliates, whether created alone or with others, during or after working hours. All Confidential Information and all Employee Developments shall remain the sole property of the Company or any of its subsidiaries or affiliates. The Employee shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent the Employee may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, the Employee hereby assigns to the Company all such proprietary rights. The Employee shall, both during and after the Term, upon the Company's request, promptly execute and deliver to the Company all such assignments, certificates and instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce or defend the Company's rights in Confidential Information and Employee Developments, provided that if Company requests that Employee undertake any travel or incur any costs in connection with performing such obligations after the Term hereof, Company shall reimburse Employee for Employee's actual, reasonable and documented costs incurred in connection therewith.

10.  COMPLIANCE WITH CODE OF CONDUCT.  During the Term, Employee shall adhere to the policies and standards of professionalism set forth in the Company's Code of Conduct as it may exist from time to time.

11.  REMEDIES FOR BREACH.  Employee expressly agrees and understands that the remedy at law for any breach by Employee of Sections 5 through 10 hereof will be inadequate and that damages flowing from such breach are not usually susceptible to being measured in monetary terms. Accordingly, it is acknowledged that upon Employee's violation of any provision of Sections 5 through 10 hereof the Company shall be entitled to obtain from any court of competent jurisdiction immediate injunctive relief and obtain a temporary order restraining any threatened or further breach as well as an equitable accounting of all profits or benefits arising out of such violation. Nothing in Sections 5 through 10 hereof shall be deemed to limit the Company's remedies at law or in equity for any breach by Employee of any of the provisions of Sections 5 through 10 hereof, which may be pursued by or available to the Company.

12.  SURVIVAL OF PROVISIONS.  The obligations contained in Sections 5 through 10 hereof shall, to the extent provided in Sections 5 through 10 hereof, survive the termination or expiration of Employee's employment with the Company and, as applicable, shall be fully enforceable thereafter in accordance with the terms of this Agreement. If it is determined by a court of competent jurisdiction in any state that any restriction in Sections 5 through 10 hereof is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.

13.  INDEMNIFICATION.  The Company shall indemnify and hold Employee harmless for acts and omissions in Employee's capacity as an officer, director or employee of the Company to the maximum extent permitted under applicable law and the Company's charter documents; provided, however, that neither the Company, nor any of its subsidiaries or affiliates shall indemnify Employee for any losses incurred by Employee as a result of acts described in Section 4(c) of this Agreement.

5

14.  WITHHOLDING.  The Company shall make such deductions and withhold such amounts from each payment and benefit made or provided to Employee hereunder, as may be required from time to time by applicable law, governmental regulation or order.

15.  MISCELLANEOUS.

    (a)  NOTICES.  All notices and other communications under this Agreement shall be in writing and shall be given by first-class mail, certified or registered with return receipt requested or hand delivery acknowledged in writing by the recipient personally, and shall be deemed to have been duly given three days after mailing or immediately upon duly acknowledged hand delivery to the respective persons named below:

If to the Company:	Ticketmaster Online-Citysearch, Inc. 3701 Wilshire Blvd., 9th Floor Los Angeles, CA 90010 Attn: Chief Executive Officer, and Attn: Vice President Human Resources, and Attn: General Counsel
and:	USA Networks, Inc. 157 West 57th Street New York, New York 10019 Attn: General Counsel
If to Employee:	Bradley K. Serwin 1143 Olive Lane La Canada, California 91011

Either party may change such party's address for notices by notice duly given pursuant hereto.

    (b)  GOVERNING LAW; JURISDICTION.  This Agreement and the legal relations thus created between the parties hereto shall be governed by and construed under and in accordance with the internal laws of the State of California without reference to the principles of conflicts of laws. Any and all disputes between the parties which may arise pursuant to this Agreement will be heard and determined before an appropriate federal court California, or, if not maintainable therein, then in an appropriate California state court. The parties acknowledge that such courts have jurisdiction to interpret and enforce the provisions of this Agreement, and the parties consent to, and waive any and all objections that they may have as to, personal jurisdiction and/or venue in such courts.

    (c)  TERMINATION OF PRIOR AGREEMENTS.  This Agreement constitutes the entire agreement between the parties and terminates and supersedes any and all prior agreements and understandings (whether written or oral) between the parties with respect to the subject matter of this Agreement, except any and all prior existing agreements between the Company and Employee with regard to the grant by the Company of stock options to the Employee prior to the date hereof. Employee acknowledges and agrees that neither the Company nor anyone acting on its behalf has made, and is not making, and in executing this Agreement, the Employee has not relied upon, any representations, promises or inducements except to the extent the same is expressly set forth in this Agreement. Employee hereby represents and warrants that by entering into this Agreement, Employee will not rescind or otherwise breach an employment agreement with Employee's current employer prior to the natural expiration date of such agreement

    (d)  ASSIGNMENT; SUCCESSORS.  Employee agrees that this Agreement may be assigned by the Company to any company or business which is an affiliate of USA Networks, Inc. In the event of the merger, consolidation, transfer, or sale of all or substantially all of the assets of the Company with

6

or to any other individual or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder, and all references herein to the "Company" shall refer to such successor.

    (e)  HEADING REFERENCES.  Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

    (f)  WAIVER: MODIFICATION.  Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. This Agreement shall not be modified in any respect except by a writing executed by each party hereto. Notwithstanding anything to the contrary herein, neither the assignment of Employee to a different Reporting Officer due to a reorganization or an internal restructuring of the Company or its affiliated companies nor a change in the title of the Reporting Officer shall constitute a modification or a breach of this Agreement.

    (g)  SEVERABILITY.  In the event that a court of competent jurisdiction determines that any portion of this Agreement is in violation of any law or public policy, only the portions of this Agreement that violate such law or public policy shall be stricken. All portions of this Agreement that do not violate any statute or public policy shall continue in full force and effect. Further, any court order striking any portion of this Agreement shall modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties under this Agreement.

    (h)  COUNTERPARTS.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

7

    IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and delivered by its duly authorized officer and Employee has executed and delivered this Agreement as of the date first written above.

Company:	TICKETMASTER ONLINE- CITYSEARCH, INC.
	By:
	Title:
Employee:	Bradley K. Serwin

8

QuickLinks

EMPLOYMENT AGREEMENT
RECITALS
AGREEMENTS

EX-10.10

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.10

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

    THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is entered into this 1st day of February, 1998, by and between Ticketmaster Corporation, an Illinois corporation ("Ticketmaster") and Marc Bension, an individual ("Executive"), with reference to the following facts:

    WHEREAS, Ticketmaster and Executive entered into that certain Employment Agreement dated as of February 1, 1994, as amended by that certain Amendment to Employment Agreement dated as of January 31, 1996 (collectively, the Employment Agreement).

    WHEREAS, Ticketmaster and Executive hereby desire to amend the Employment Agreement in the manner set forth herein.

    NOW, THEREFORE, in consideration of the mutual premises and covenants set forth herein, the parties hereby agree as follows:

    1.  Defined Term(s).  All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement.

    2.  Extension of the Term.  The term of the Employment Agreement is hereby extended for a period of three (3) additional years, commencing on February 1, 1999 and ending on January 31, 2002 (the Extension Period), subject to early termination as provided in the Employment Agreement.

    3.  Base Salary Amount During Extension Period.  The Base Salary Amount during each Contract Year of the Extension Period shall be $525,000, $525,000 and $550,000 per annum, respectively.

    4.  Modification of Terms.

    (a) Section 4 of the Employment Agreement is hereby deleted in its entirety and replaced with the following provision:

    "4.  Position and Duties.  Executive shall serve as the Executive Vice President of the Company and President and CEO of its subsidiary joint venture, Pacer/Cats/CCS. Subject to the authority of the Board of Directors and the Chief Executive Officer of the Company, the Executive shall have such powers and duties as may from time to time be prescribed by the Board of Directors or the Chief Executive Officer of the Company. Executive agrees to serve without further compensation, if elected or appointed thereto, as an officer or a director of any of the Company's subsidiaries and affiliates. During Executive's employment by the Company, he will be entitled to indemnification as an officer of the Company (and, if so elected, as an officer or director of any of the Company's subsidiaries or affiliates) in the manner provided by the Illinois Business Corporation Act of 1983, as amended, and the Company's Articles of Incorporation and By-Laws, as amended."

    5.  Continued Effectiveness of Agreement.  Except as expressly set forth herein, the Employment Agreement shall continue in full force and effect in accordance with the terms and provisions thereof.

    IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date first written above.

TICKETMASTER CORPORATION, an Illinois corporation
By:	[/s/ ILLEGIBLE   ]	/s/ MARC BENSION Marc Bension, an individual
Title:	S.V.P.

AMENDMENT TO EMPLOYMENT AGREEMENT

    THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is entered into this 31st day of January, 1996, by and between Ticketmaster Corporation, an Illinois corporation ("Ticketmaster") and Marc Bension, an individual ("Executive"), with reference to the following facts:

    WHEREAS, Ticketmaster and Executive entered into that certain Employment Agreement dated as of February 1, 1994.

    WHEREAS, Ticketmaster and Executive hereby desire to amend the Employment Agreement in the manner set forth herein.

    NOW, THEREFORE, in consideration of the mutual premises and covenants set forth herein, the parties hereby agree as follows:

    1.  Defined Term(s).  All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement.

    2.  Modification of Terms.

    (a) Section 4 of the Employment Agreement is hereby deleted in its entirety and replaced with the following provision:

    "4.  Position and Duties.  Executive shall serve as the Executive Vice President of the Company. Subject to the authority of the Board of Directors and the Chief Executive Officer of the Company, the Executive shall have such powers and duties as may from time to time be prescribed by the Board of Directors or the Chief Executive Officer of the Company. Executive agrees to serve without further compensation, if elected or appointed thereto, as an officer or a director of any of the Company's subsidiaries and affiliates. During Executive's employment by the Company, he will be entitled to indemnification as an officer of the Company (and, if so elected, as an officer or director of any of the Company's subsidiaries or affiliates) in the manner provided by the Illinois Business Corporation Act of 1983, as amended, and the Company's Articles of Incorporation and By-Laws, as amended."

    (b) The sixth line of the second paragraph of Section 6(a) of the Employment Agreement is hereby modified by deleting the words "and Chief Operating Officer" from said provision.

    3.  Conflicting Terms.  In the event a conflict arises between this Amendment and the terms and conditions of the Employment Agreement, then the terms and conditions of this Amendment shall control.

    IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

TICKETMASTER CORPORATION,
an Illinois corporation

By: [ILLEGIBLE] Title: President /s/ Marc Bension Marc Bension, an individual

EMPLOYMENT AGREEMENT

    AGREEMENT, dated as of February 1, 1994, between Ticketmaster Corporation, an Illinois Corporation (the "Company"), and Marc Bension ("Executive").

W I T N E S S E T H:

    WHEREAS, the Company is desirous of employing Executive, and Executive is desirous or being employed by the Company, on the terms and subject to the conditions set forth in this Agreement;

    NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereto agree as follows:

    1.  Definitions.  The following terms shall have the indicated meanings when used in the Agreement, unless the context requires otherwise:

    (a) "Base Salary Amount" shall mean $475,000 during the first contract Year and $500,000 during each of the second through fifth Contract Years.

    (b) "Benefit Plan" shall mean each vacation pay, sick pay, retirement, welfare, medical, dental, disability, life insurance or other employee benefit plan, program or arrangement.

    (c) "Board of Directors" shall mean the Board of Directors of the Company.

    (d) "cause" shall have the meaning ascribed to that term in Section 7.

    (e)"Common stock" shall mean the Common Stock, no par value, of Ticketmaster Holdings.

    (f)  "Consulting Period" shall have the meaning ascribed to that term in Section 9(a).

    (g) "Contract Year" shall mean each year during the term hereof commencing February 1 and ending on the immediately following January 31.

    (h) "Customer" shall have the meaning ascribed to that term in Section 9(d).

    (i)  "Disability" shall have the meaning ascribed to that term in Section G(a).

    (j)  "Disability Period" shall have the meaning ascribed to that term in Section 6(a).

    (k) "Proprietary Information of the Company" shall have the meaning ascribed to that term in Section 10(a).

    (l)  "Ticketmaster Businesses" shall have the meaning ascribed to that term in Section 9(b).

    (m) "Ticketmaster Holdings" shall mean Ticketmaster Holdings Group, Ltd., an Illinois corporation and the parent of the Company.

    2.  Employment.  The Company hereby employs Executive, and Executive hereby accepts employment with the Company, in the terms and subject to the conditions set forth herein.

    3.  Term of Employment.  The term of employment hereunder shall be for a period of five years commencing on the date hereof and ending on January 31, 1999, subject to early termination as herein provided.

    4.  Position and Duties.  Executive shall serve as the Executive Vice President and Chief Operating Officer of the Company. Subject to the authority of the Board of Directors and the Chief Executive Officer of the Company, the Executive shall have supervision and control over, and responsibility for, the general management and operation of the Company and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors or the Chief Executive Officer of the Company. Executive agrees to serve without further compensation, if elected or appointed thereto, as an officer or a director of any of the Company's subsidiaries and affiliates. During Executive's employment by the Company, he will be entitled to indemnification as an officer of the Company (and, if so elected, as an officer or director of any of the Company's subsidiaries or affiliates) in the manner provided by the Illinois Business Corporation Act of 1983, as amended, and the Company's Articles of Incorporation and By-Laws, as amended.

    5.  Exclusive Duties.  During Executive's employment by the Company, Executive shall devote his entire working time, attention and energies to the business of the Company and will not take any actions of the kind described in Sections 9(b), 9(c) and 9(d).

    6.  Compensation and Other Benefits.

    (a) Base Salary.  During each Contract Year of the term hereof, the Company shall pay to Executive the Base Salary Amount; provided, however, that the Base Salary Amount shall not begin to accrue or be paid by the Company until this Agreement becomes effective in the manner contemplated by Section 11(1). The Base Salary Amount shall be paid to Executive in accordance with the Company's regular payroll practices with respect to senior management compensation.

    In the event that Executive shall become disabled as a result of bodily injury or physical or mental illness (whether or not occupational) to such extent that in the sole opinion of the Board of Directors, based upon competent medical advice, he can no longer perform the duties of Executive Vice President and Chief Operating Officer of the Company (a "Disability"), the Company shall only be obligated to continue to pay the Base Salary Amount to Executive for the 120-day period immediately following the date of Disability (the "Disability Period"); provided, however, that if at the date of Disability the Company is not maintaining the disability insurance policy referred to in Section 6(e), then the Disability Period shall be extended for one additional year. The right to receive salary payment during the Disability Period shall survive any termination of employment by virtue of Disability pursuant to Section 7.

    (b) Annual Performance Bonuses.  During each Contract Year, the Company shall pay Executive an annual performance bonus as determined by the Board of Directors or its Compensation Committee in its sole discretion, the determination of which shall be based upon such standards, guidelines and factual circumstances as the Board of Directors of its Compensation Committee deems relevant, including, without limitation, the operating results for the Company during such Contract Year, the importance of the efforts of Executive in achieving such operating results and the achievement by the Company and/or Executive of performance goals previously established by the Board of Directors for such Contract Year; provided, however, that in no event shall the bonus for any full Contract Year of the term hereof be less that $100,000.

    (c) Expenses.  Executive shall be entitled to receive prompt reimbursement from the Company for all documented business expenses incurred by him if the performance of his duties hereunder, provided that Executive properly accounts therefor in accordance with the Company's reimbursement policy, including, without limitation, the submission of supporting evidence as reasonably requested by the Company. While traveling on Company business, Executive shall be entitled to transportation and accommodations consistent with his position with the Company.

    (d) Fringe Benefits.  During the term hereof, Executive shall be entitled (i) to participate in and receive benefits under all of the Company's Benefit Plans generally available to senior management of the Company and (ii) to receive an automobile allowance in the amount of $1,200 per month. To the extent not covered by the Company's Benefit Plans, Executive shall be entitled to reimbursement from the Company for all reasonable medical and health expenses incurred by Executive for his benefit or for the benefit of his dependents.

    (e) Insurance.  The Company agrees to maintain in effect during the term hereof insurance on Executive's life payable to his estate or his named beneficiary or beneficiaries in the amount of $1,000,000; provided, however, that Executive shall reimburse the Company for any and all premiums paid by the Company with respect to such insurance in excess of the preferred or select premium rate for non-smokers. In addition, so long as Executive is insurable at standard insurable rates, the Company agrees to also maintain in effect during the term hereof a disability insurance policy whereby Executive will be entitled to receive that Base Salary Amount during the two-year period immediately following the end of a Disability Period.

–2–

    (f)  Vacations.  During the term hereof, Executive shall be entitled to sick leave and paid holidays consistent with the Company's sick leave and holiday policy for senior management and up to three weeks paid vacation during each Contract Year.

    (g) Stock Options.  Upon the adoption by Ticketmaster Holdings of a stock option plan for senior management of Ticketmaster Holdings and its subsidiaries, Executive shall be entitled to receive non-statutory stock options to purchase 212,089 shares of Common Stock at an exercise price of $4.715 per share plus such amount, if any, determined by dividing 36,699,041 (as adjusted for any stock dividend, stock split or combination or similar transaction involving the Common Stock) into any additional capital contribution made by Paul Allen to Ticketmaster Holdings pursuant to a letter agreement, dated December 15, 1993, between Paul Allen and Ticketmaster Holdings. The stock options will only be exercisable to the extent that Executive is then vested in such stock options. Executive shall vest in 25% of the stock options on February 1, 1995 (unless this Agreement does not become effective, pursuant to Section 11(1), before March 1, 1995, in which event the initial 25% of the stock options shall vest on the first anniversary of the effective date) and shall vest in the remaining 75% of the stock options monthly pro rata over the 36 month period immediately following the vesting date of the initial 25% of the stock options. Notwithstanding the foregoing, in the event that a stock option plan for senior management of Ticketmaster Holdings and its subsidiaries has not been adopted by Ticketmaster Holdings by July 31, 1994, Executive shall be entitled to receive non-statutory stock options (separate from, and instead of under, a stock option plan) upon the same terms as set forth above. Any stock options granted to Executive pursuant to this Section 6 shall not be affected by an modifications to or the subsequent termination of any stock option plan, if adopted, unless required by law.

    7.  Termination.  The Company or Executive may terminate the employment of Executive hereunder upon the occurrence of a Disability (as defined in Section 6(a)) for a period of no less than 120 days during any consecutive twelve-month period. The Company may also terminate the employment of Executive hereunder upon Executive's death or for Cause. For purposes hereof, "Cause" shall mean (i) fraud, theft, misappropriation of funds or conviction of a felony, (ii) Executive's engagement in illegal conduct tending to place Executive or the Company in disrepute, (iii) dereliction or gross misconduct in Executive's performance of his duties as an employee of the Company or the failure of Executive to perform his duties in a manner consistent with the instructions of the Board of Directors or the Chief Executive Officer of the Company or (iv) violation by Executive of any of his covenants contained in this Agreement, including, without limitation, Section 10. Notwithstanding the foregoing, before the Company may terminate the employment of Executive for Cause, the Company shall deliver to Executive not less than ten business days prior written notice of the Company's intention to terminate Executive's employment together with a statement of the basis for such termination, and Executive shall be afforded (i) an opportunity to respond to the Company during such ten-business day period and (ii) in the event that the basis for such termination is clause (iii) or (iv) above, an opportunity to remedy the situation resulting in the Company's determination to terminate for Cause so long as such situation is non-repetitive in nature. Upon the termination of Executive's employment for any reason, Executive shall be entitled to receive all compensation (including, without limitation, a pro rata portion of the minimum annual performance bonus, unless such termination is for Cause) for the then current Contract Year through the date of such termination plus all accrued but unreimbursed expenses. In addition, upon the termination of Executive's employment for any reason other than for or by virtue of Cause, death, Disability, an injunction or other similar equitable relief being granted by a court in favor of Executive's former employer which results in Executive's inability to perform this Agreement, or Executive's voluntary termination of employment, the Company shall continue to be responsible for the payment of all Base Salary Amount and minimum annual performance bonuses for the remainder of the term hereof; provided, however, that Executive shall have a duty to mitigate commencing on the first anniversary of the date of termination; and, further provided that Executive shall perform his covenants, duties and obligations

–3–

under Sections 9(b), 9(c) and 9(d) during the remainder of the term hereof. Termination of Executive's employment shall not affect Executive's ability to exercise stock options that have vested prior to the date of termination.

    8.  Developmental Rights.  Executive agrees that any developments by way of invention, design, copyright, trademark or other matters which may be developed or perfected by him during the term hereof, and which relate to the business of the Company or its subsidiaries or affiliates, shall be the property of the Company without any interest therein by Executive, and he will, at the request and expense of the Company, apply for and prosecute letters patent therein in the United States or in foreign countries if the Company so requests, and will assign and transfer the same to the Company together with any letters patent, copyrights, trademarks and applications therefor; provided, however, that the foregoing shall not apply to an invention that Executive develops entirely on his own time without using the Company's equipment, supplies, facilities or trade secret information except for those inventions that either:

    (a) relate at the time of conception or reduction to practice of the invention to the Company's business, or actual or demonstrably anticipated research or development of the Company; or

    (a) result from any work performed by Executive for the Company.

    9.  Consulting.

    (a)  Consulting Services.  During the two-year period commencing immediately upon the termination of Executive's employment for any reason (other than Executive's death) (the "Consulting Period"), Executive shall be available for consultation with the Company and its subsidiaries and affiliates concerning their general operations and the industries in which they engage in business. In addition, during the Consulting Period, consultant will aid, assist and consult with the Company and its subsidiaries and affiliates with respect to their dealings with clients and the enhancement of their recognition and reputation. During the Consulting Period, Executive shall devote such time and energies to the affairs of the Company as may be reasonably required to carry out his duties hereunder without jeopardizing Executive's then full-time, non-Ticketmaster Business employment opportunities. In consideration of Executive's consulting services, and in consideration of Executive's covenants contained in this Section 9, the Company shall pay to Executive $50,000 during each full year of the Consulting Period, payable on the last day of each such year. The Company further agrees to reimburse Executive for all reasonable and necessary business expenses incurred by Executive in the performance of his consulting services in accordance with the Company's reimbursement policy, including, without limitation, the submission of supporting evidence as reasonably required by the Company.

    (b)  Covenant Not to Compete.  During the Consulting Period, Executive shall not, without the prior written consent of the Company, directly or indirectly engage in or assist any activity which is the same as, similar to or competitive with the Ticketmaster Businesses (other than on behalf of the Company or any of its subsidiaries or affiliates) including, without limitation, whether such engagement or assistance is as an officer, director, proprietor, employee, partner, investor (other than as a holder of less than 5% of the outstanding capital stock of a publicly traded corporation), guarantor, consultant, advisor, agent, sales representative or other participant, anywhere in the world that the Company or any of its subsidiaries or affiliates has been engaged, including, without limitation, the United States, Canada, Mexico, England, Ireland, Scotland, Europe and Australia. Nothing herein shall limit Executive's ability to own interests in or manage entities which sell tickets as an incidental part of their primary businesses (e.g. cable networks, on-line computer services, sport teams, arenas, hotels, cruise lines, theatrical and movie productions and the like) and which do not hold themselves out generally as competitors of the Company and its subsidiaries and affiliates. The "Ticketmaster Businesses" shall mean the computerized sale of tickets for sporting, theatrical, cinematic, live theatrical, musical or any other events on behalf of

–4–

various venues and promoters through distribution channels currently being utilized by the Company or any of its subsidiaries or affiliates (as such term is defined in Rule 405 of Regulation C promulgated under the Securities Act of 1933, as amended).

    (c)  Solicitation of Employees.  During the Consulting Period, Executive shall not (i) directly or indirectly induce or attempt to induce (regardless of who initiates the contact) any person then employed (whether part-time or full-time) by the Company or any of its subsidiaries or affiliates, whether as an officer, employee, consultant, adviser or independent contractor, to leave the employ of the Company or to cease providing or otherwise alter the services then provided to the Company or to any of its subsidiaries or affiliates or (ii) in any other manner seek to engage or employ any such person (whether or not for compensation) as an officer, employee, consultant, adviser or independent contractor in connection with the operation of any business which is the same as or similar to any of the Ticketmaster Businesses.

    (d)  Non-Solicitation of Customers.  During the Consulting Period, Executive shall not solicit any Customers of the Company or any of its subsidiaries or Affiliates or encourage (regardless of who initiates the contract) any such Customers to use the facilities or services of any Competitor of the Company or any of its subsidiaries or affiliates. "Customer" shall mean any person who engages the Company or any of its subsidiaries or affiliates to sell, on its behalf as agent, tickets to the public.

    10.  Confidentiality.  Executive shall not at any time (during or for a period of sixty (60) months after termination of employment) disclose (except as may be required by law) or use, except in the pursuit of the business of the Company or any of its subsidiaries or affiliates, any Proprietary Information of the Company. "Proprietary Information of the Company" means all information known or intended to be known only to employees of the Company or any of its subsidiaries or affiliates in a confidential relationship with the Company or any of its subsidiaries or affiliates relating to technical matters pertaining to the business of the Company or any of its subsidiaries or affiliates, but shall not include any information within the public domain. Executive agrees not to remove any documents, records or other information from the premises of the Company or any of its subsidiaries or affiliates containing any such proprietary information, except in the pursuit of the business of the Company or any of its subsidiaries or affiliates, and acknowledges that such documents, records and other information are the exclusive property of the Company or its subsidiaries or affiliates. Upon termination of Executive's employment, Executive shall immediately return all Proprietary Information of the Company and all copies thereof to the Company.

    11.  General Provisions.

    (a)  Expenses.  All costs and expenses incurred by either of the parties in connection with this Agreement and any transactions contemplated hereby shall be paid by that party.

    (b)  Notices.  All notices, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by cable, by telecopy, by telegram, by telex or by registered or certified mail to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11(b):

–5–

(a) If to the Company:

Ticketmaster Corporation
3701 Wilshire Boulevard
7th Floor
Los Angeles, California 90010
Attention: Chairman of the Board
Telecopy No.: (213) 382-1146

With a copy to:

Neal Gerber & Eisenberg
Two North LaSalle Street
Chicago, Illinois 60602
Attention: Charles Evans Gerber
Telecopy No.: (312) 269-8000

(b) If to Executive:

Marc Bension
14504 Valley Vista
Sherman Oaks, California 91403
Telecopy No.: (818) 990-6223

With a copy to:

Katz, Smith & Cohen
3423 Piedmont Road
Suite 200
Atlanta, Georgia 30505
Attention: Joel Katz
Telecopy No.: (404) 237-5260

    (c)  Headings.  The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

    (d)  Successors; Binding Agreement.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, legatees, executors, administrators, successors and personal or legal representatives. If Executive is domiciled in a community property state that has adopted the Uniform Marital Property Act or equivalent or if Executive is domiciled in a state that grants to his spouse any other marital rights in Executive's assets (including, without limitation, dower rights or a right to elect against Executive's will or to claim a forced share of Executive's estate), this Agreement shall also inure to the benefit of, and shall also be binding upon, his spouse. If Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive's designee or, if there be no such designee, to Executive's heirs, devisees, legatees or executors or administrators of Executive's estate, as appropriate.

    (e)  Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under existing or future laws effective during the term of this Agreement, such provisions shall be fully severable, the Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

–6–

    (f)  Entire Agreement.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, both written and oral, between the Company and the Executive with respect to the subject matter hereof and thereof.

    (g)  Assignment.  This Agreement and the rights and duties hereunder are not assignable by Executive. This Agreement and the rights and duties hereunder may not be assigned by the Company without the express written consent of Executive (which consent may be granted or withheld in the sole discretion of the Executive), except that such consent shall not be required in order for the Company to assign this Agreement or the rights or duties hereunder to an affiliate (as such term is defined in Section 9(b)) of the Company or to a third party in connection with the merger or consolidation of the Company with, or the sale of all or substantially all of the assets or business of the Company to, that third party.

    (h)  Amendment; Waiver.  This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, the Company and Executive. Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party of (b) waive compliance with any of the agreements or conditions of the other party contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any such rights.

    (i)  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Illinois, applicable to contracts executed in and to be performed entirely within that state.

    (j)  Equitable Relief.  Executive acknowledges that the covenants contained in Sections 9 and 10 are reasonable and necessary to protect the legitimate interests of the Company, that in the absence of such covenants the Company would not have entered into this Agreement, that any breach or threatened breach of such covenants will result in irreparable injury to the Company and that the remedy at law for such breach or threatened breach would be inadequate. Accordingly, the Executive agrees that the Company, in addition to any other rights or remedies which it may have, shall be entitled to seek such equitable and injunctive relief as may be available from any court of competent jurisdiction to restrain the Executive from any breach or threatened breach of such covenants.

    (k)  Attorneys' Fees.  If any legal action or other proceeding is brought for the enforcement of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

    (l)  Counterparts.  This Agreement may be executed in one or more counterparts, and by the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original while all of which taken together shall constitute one and the same instrument; provided, however, that, notwithstanding anything to the contrary contained herein, this Agreement shall not become effective unless or until the parties hereto exchange counterparts hereof. The Company shall be obligated to exchange counterparts if it receives on or before April 30, 1994 written notice from Executive that he is no longer employed by MCA, Inc. or any other person, that he is no longer obligated to any such former employer in a manner that would materially interfere with his performance hereunder and that, to the best of his knowledge, his performance hereunder will not result in a breach of or a default under his employment agreement with MCA, Inc.

–7–

    IN WITNESS WHEREOF, the Company and Executive have executed this Agreement as of the date and year first written above.

TICKETMASTER CORPORATION
By:	/s/ [ILLEGIBLE]
Title:	President
	MARC BENSION

–8–

    IN WITNESS WHEREOF, the Company and Executive have executed this Agreement as of the date and year first written above.

TICKETMASTER CORPORATION

By:

Title:
	/s/ MARC BENSION
	MARC BENSION

–9–

QuickLinks

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT TO EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
W I T N E S S E T H

EX-10.11

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.11

SETTLEMENT STATEMENT

    This Settlement Statement (this "Statement") is entered into in connection with the closing of the transactions contemplated by that certain Contribution Agreement dated as of November 20, 2000 between USA Networks, Inc. ("USAi") and Ticketmaster Online-Citysearch, Inc. ("TMCS") (the "Agreement"). All capitalized terms used herein without definition have the definition provided to them in the Agreement.

    USAi and TMCS agree that the spreadsheet attached hereto as Exhibit A reflects the estimated obligations of USAi and TMCS under Section 5.11 of the Agreement. In particular, the parties agree as follows as of the Closing:

1.

Ticketmaster Group, Inc., together with its subsidiaries (collectively, "TM"), have certain intercompany liabilities owed to USAi, in an aggregate amount (the "Debt Amount") set forth on a Demand Note, made by TM and payable to USAi or its order, dated as of January 29, 2001 (the "Demand Note"), a copy of which is attached hereto as Exhibit B. The Debt Amount is estimated as of the date hereof to equal $187,505,000.

2.

In order to give effect to the terms of the Agreement, including Section 5.11 thereof, USAi hereby forgives a portion of the intercompany debt owed by TM to USAi and evidenced by the Demand Note in an amount equal to the excess of the Debt Amount over the amount by which the current assets, excluding cash already swept by USAi, of TM exceed the current liabilities of TM (the "Net Working Capital") as of the Closing (such intercompany debt forgiveness to be the "Debt Forgiveness"). Following the Debt Forgiveness, intercompany debt in an amount equal to the Net Working Capital shall remain outstanding under the Demand Note. The parties agree that the estimated Net Working Capital is $20,786,000, and the estimated Debt Forgiveness is $166,719,000 (the "Estimated Debt Forgiveness"), but that such amounts shall be subject to adjustment under item 3 below.

3.

The parties agree to recalculate the amounts of the Net Working Capital and the Debt Amount as of the Closing within 30 days of the Closing. Any change in such amounts from the amount set forth herein shall be reflected on a duly adopted amendment hereto. In the event the recalculated amounts differ from the estimates set forth herein, appropriate adjustments to the amount of the intercompany debt forgiven under item 2 above will be made, with adjustments to accrued and unpaid interest made to reflect the interest due as if the Debt Forgiveness as adjusted by this item 3 was made at the Closing and not the Estimated Debt Forgiveness.

    IN WITNESS WHEREOF, the parties have executed this Settlement Statement as of the 31st day of January, 2001:

USA Networks, Inc.		Ticketmaster Online Citysearch, Inc.
By:	/s/ [Illegible]	By:

    IN WITNESS WHEREOF, the parties have executed this Settlement Statement as of the 31st day of January, 2001:

USA Networks, Inc.	Ticketmaster Online Citysearch, Inc.
By:	By:	/s/ BRAD SERWIN BRAD SERWIN Deputy General Counsel

QuickLinks

SETTLEMENT STATEMENT

EX-10.12

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.12

FOURTH AMENDMENT TO OFFICE LEASE

THIS FOURTH AMENDMENT TO OFFICE LEASE dated as of February 5, 2001 (this "Fourth Amendment"), is entered into by and between COLONNADE WILSHIRE CORP., a California corporation ("Landlord"), and TICKETMASTER L.L.C., a Delaware limited liability company ("Tenant"), with reference to the following:

R E C I T A L S

WHEREAS, Landlord and Ticketmaster – California, Inc., a California corporation, Tenant's Predecessor in interest, entered into that certain Office Lease dated November 5, 1998 (the "Original Lease"), as amended by that certain First Amendment to Office Lease dated January 12, 1999 (the "First Amendment"), that certain Second Amendment to Office Lease dated as of June 22, 1999 (the "Second Amendment") and that certain Third Amendment to Office Lease dated as of December 11, 2000 (the "Third Amendment"; the Original Lease, as amended by the First Amendment, the Second Amendment, and the Third Amendment is hereinafter referred to as the "Lease"), for the lease of certain premises (the "Original Premises"), commonly known as Suites 401, 403, 405, 600, 601, 700, 900, 1050 and 1060, consisting of approximately 64,018 rentable square feet of space located on the fourth (4th), sixth (6th), seventh (7th), ninth (9th) and tenth (10th) floors of that certain office building (the "Building") commonly known as The Wilshire Colonnade and located at 3701 Wilshire Boulevard, Los Angeles, California. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Lease; and

WHEREAS, Landlord and Tenant desire by this Fourth Amendment to amend the Lease in order to, among other things, (a) expand the Original Premises to include (i) certain premises commonly known as Suite 530 consisting of approximately 3,230 rentable square feet of space located on the fifth (5th) floor of the Building (the "Suite 530") and (ii) certain premises commonly known as Suite 870 consisting of approximately 1,226 rentable square feet located on the eighth (8th) floor of the Building ("Suite 870"; Suite 530 and Suite 870 are collectively hereinafter referred to as the "Expansion Space"), (b) provide for the amount of Base Rent Tenant shall pay to Landlord for the Expansion Space, and (c) to further amend, modify and supplement the Lease as set forth herein.

NOW, THEREFORE, in consideration of the Premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Landlord and Tenant hereby agree as follows:

1.  Recitals. The Recitals set forth above are incorporated herein as though set forth in full hereat.

2.  Expansion; Description of Premises. Commencing on February 7, 2001 (the "Expansion Space Commencement Date"), Landlord shall lease to Tenant and Tenant shall lease from Landlord the Expansion Space, as outlined on Exhibit "A" attached hereto and incorporated herein by this reference, upon all of the terms and conditions of the Lease except as otherwise set forth herein. The term of Tenant's lease of the Expansion Space shall be approximately twenty-two (22) months and twenty-two (22) days ending on December 31, 2002 (the "Expansion Space Termination Date"). From and after the Expansion Space Commencement Date until the Expansion Space Termination Date, all references to the "Premises" contained in the Lease shall be amended to mean and refer to the entirety of the space in the Original Premises and the Expansion Space, which is approximately 68,474 rentable square feet of space (the entirety of such space is referred to herein as the "Expanded Premises"). Landlord and Tenant hereby acknowledge and agree that the foregoing statement of the rentable square footage of the Expanded Premises is not a representation or warranty of the exact number of square feet

1

therein but rather is only a reasonable approximation and that the Base Rent payable under the Lease (as amended hereby) is not subject to revision whether or not the actual square footage is more or less than such approximation. Effective on the Expansion Space Commencement Date the floor plan attached hereto as Exhibit "A" and incorporated therein by this reference shall be added to the floor plan of the Original Premises attached to the Lease as Exhibit A.

3.  Base Rent for Expansion Space. Landlord and Tenant agree that, in addition to paying all other amounts due under the Lease, Tenant shall pay the following Base Rent for the Expansion Space, in accordance with Article 3 of the Lease:

Period	Monthly Installment of Base Rent		Monthly Rental Rate
2/1/01 – 1/31/02	$	5,570.00	$	1.25 per rsf
2/1/02 – 12/31/02	$	5,792.80	$	1.30 per rsf

4.  Tenant's Share of Direct Expenses for Expansion Space. In addition to paying all other amounts due under the Lease and the Base Rent for the Expansion Space set forth in Section 3 above, commencing on the Expansion Space Commencement Date and continuing until the Expansion Space Termination Date or, if earlier, the expiration or earlier termination of the Lease Term, Tenant shall pay Tenant's Share of the annual Direct Expenses for the Expansion Space in excess of the Direct Expenses for the Base Year in accordance with Article 4 of the Lease. For purposes hereof, Tenant's Share of Direct Expenses for the Expansion Space shall be 1.206% and the Base Year shall mean the year set forth in Section 9.1 of the Summary of Basic Lease Information attached to the Lease.

5.  Security Deposit. Lessee shall not be required to increase the security deposit being held by Landlord under the Lease in connection herewith. The security deposit under the Lease shall remain $57,190.37.

6.  Tenant Improvement Allowance. In connection with Tenant's lease of the Expansion Space, Landlord will provide Tenant with an improvement allowance (the "Tenant Improvement Allowance") of Three and 50/100 Dollars ($3.50) per rentable square foot of the Expansion Space ($15,596.00) to complete, subject to the terms and conditions set forth in this Section 7, certain improvements (the "Tenant Improvements") to the Expansion Space desired to be made by Tenant. Prior to commencement of the Tenant Improvements, Tenant will furnish Landlord with all plans and specifications, if any, for Landlord's approval (which approval shall not be unreasonably withheld or delayed). If Tenant elects to use its own contractor to construct the Tenant Improvements, such contractor shall be licensed and approved by Landlord (approval not to be unreasonably withheld or delayed) prior to commencement of the Tenant Improvements. Upon Landlord's approval of the plans and specifications for the Tenant Improvements and Tenant's contractor, Tenant may commence the Tenant Improvements. The Tenant Improvements shall be performed and completed in compliance with all applicable laws, codes, rules and regulations, without any unpaid claims for material, labor or supplies. Tenant shall furnish to Landlord executed construction permits and such invoices, affidavits, releases, and other documentation as Landlord may reasonably request, to be assured, to Landlord's satisfaction, that the Tenant Improvements have been completed in accordance with the plans and specifications, if any, approved by Landlord and have been paid for by Tenant. Provided Tenant complies with all of the terms and conditions of this Section 7, including but not limited to, proof of payment of all bills and delivery to Landlord of unconditional lien releases from all contractors, subcontractors and material suppliers, Landlord shall reimburse Tenant within thirty (30) days after completion of the Tenant Improvements for Tenant's costs incurred in connection with the Tenant Improvements up to an amount not to exceed the amount of the Tenant Improvement Allowance. Tenant will be responsible for paying all costs of the Tenant Improvements in excess of the Tenant Improvement Allowance. If the cost of the Tenant Improvements is less than the Tenant Improvement

2

Allowance, Tenant shall receive a credit against the Base Rent next becoming due under the Lease in the amount of any unused portion of the Tenant Improvement Allowance.

8.  Parking Spaces. In addition to the parking spaces set forth in Section 11 of the Summary of Basic Lease Information attached to the Lease, in connection with Tenant's lease of the Expansion Space, Tenant shall have the right to rent, on a month-to-month basis, up to two (2) unreserved parking spaces per 1,000 rentable square feet of the Expansion Space in the Building Parking Facility at such rate as is established by Landlord for the Building Parking Facility, from time to time.

9.  Directory Board. In connection with Tenant's lease of the Expansion Space, Tenant shall be entitled to designate up to one (1) name per 1,000 rentable square feet of the Expansion Space on the directory board in the lobby of the Building.

10. First Offer Right.

(a) Grant of Right. Landlord hereby grants to Tenant a right of first offer with respect to certain premises commonly known as Suite 880 consisting of approximately 2,525 rentable square feet of space located on the eighth (8th) floor of the Building ("First Offer Space") outlined on Exhibit "B" attached hereto and made a part hereof. Notwithstanding the foregoing, (i) such first offer right of Tenant shall commence only following the expiration or earlier termination of (A) any existing lease pertaining to the First Offer Space, and (B) as to any First Offer Space which is vacant as of the date of this Fourth Amendment, the first lease pertaining to any portion of such First Offer Space entered into by Landlord after the date of this Fourth Amendment (collectively, the "Superior Leases"), including any renewal of such existing or future lease, whether or not such renewal is pursuant to an express written provision in such lease, and regardless of whether any such renewal is consummated pursuant to a lease amendment or a new lease, and (ii) such first offer right shall be subordinate and secondary to all rights of expansion, first refusal, first offer or similar rights existing prior to the date of this Fourth Amendment granted to (A) the tenants of the Superior Leases and (B) any other tenant of the Building (the rights described in items (i) and (ii), above to be known collectively as "Superior Rights"). Tenant's right of first offer shall be on the terms and conditions set forth in this Section 10.

(b) Procedure for Offer. Landlord shall notify Tenant in writing ("First Offer Notice") from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord's proposed economic terms and conditions applicable to Tenant's lease of such space (coIlectively, the "Economic Terms").

(c) Procedure for Acceptance. If Tenant wishes to exercise Tenant's right of first offer with respect to the space described in the First Offer Notice, then within seven (7) business days after delivery of the First Offer Notice to Tenant, Tenant shall deliver notice to Landlord of Tenant's intention to exercise its right of first offer with respect to the entire space described in the First Offer Notice. If concurrently with Tenant's exercise of the first offer right, Tenant notifies Landlord that it does not accept the Economic Terms set forth in the First Offer Notice, Landlord and Tenant shall, for a period of fifteen (15) days after Tenant's exercise, negotiate in good faith to reach agreement as to such Economic Terms. If Tenant does not so notify Landlord that it does not accept the Economic Terms set forth in the First Offer Notice concurrently with Tenant's exercise of the first offer right, the Economic Terms shall be as set forth in the First Offer Notice. In addition, if Tenant does not exercise its right of first offer within the seven (7) business day period, or, if Tenant exercises its first offer right but timely objects to Landlord's determination of the Economic Terms and if Landlord and Tenant are unable to reach agreement on such Economic Terms within said fifteen (15) day period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires and

3

Tenant's right of first offer shall terminate as to the First Offer Space described in the First Offer Notice. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

(d) Lease of First Offer Space. If Tenant timely exercises Tenant's right to lease the First Offer Space as set forth herein, Landlord and Tenant shall execute an amendment adding such First Offer Space to the Lease upon the same non-economic terms and conditions as applicable to the Original Premises, and the economic terms and conditions as provided in this Section 10; provided that Landlord's obligations with respect to the Base, Shell and Core of the First Offer Space shall not exceed those improvements necessary to bring the First Offer Space up to Building standard. Tenant shall commence payment of rent for the First Offer Space and the Lease Term of the First Offer Space shall commence upon the date of delivery, of such space to Tenant. The Lease Term for the First Offer Space shall expire co-terminously with Tenant's lease of the Expansion Space.

(e) No Defaults. The rights contained in this Section 10 shall be personal to Ticketmaster L.L.C., a Delaware limited liability company ("Ticketmaster L.L.C."), or any of Ticketmaster L.L.C.'s parent companies or wholly owned subsidiaries, provided that such parent or subsidiary has a tangible net worth equal to or greater than Ticketmaster L.L.C.'s tangible net worth as of the date of this Fourth Amendment (for purposes of this Section 10(e), the "Original Tenant"), and may only be exercised by the Original Tenant (and not any assignee, sublessee or other transferee of the Original Tenant's interest in the Lease) if Tenant occupies the entire Premises as of the date of the First Offer Notice. Tenant shall not have the right to lease First Offer Space as provided in this Section 10 if, as of the date of the First Offer Notice, or, at Landlord's option, as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in default under the Lease or Tenant has previously been in default under the Lease more than once with all applicable notice and cure periods having expired.

11. Estoppel. Tenant hereby certifies and acknowledges, that as of the date hereof (a) Landlord is not in default in any respect under the Lease, (b) Tenant does not have any defenses to its obligations under the Lease, (c) Landlord is holding Tenant's Security Deposit under the Lease in the amount of $57,190.37, and (d) there are no offsets against rent payable under the Lease. Tenant acknowledges and agrees that: (i) the representations herein set forth constitute a material consideration to Landlord in entering into this Fourth Amendment; (ii) such representations are being made by Tenant for purposes of inducing Landlord to enter into this Fourth Amendment; and (iii) Landlord is relying on such representations in entering into this Fourth Amendment.

12. Brokers/Consultants. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker, consultant or agent in connection with the negotiation of this Fourth Amendment, excepting only Insignia/ESG and The Levy Organization (the "Brokers/Consultants"), and that they know of no other real estate broker, consultant or agent who is entitled to a commission or consulting fee in connection with this Fourth Amendment. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including without limitation reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party's dealings with any real estate broker, consultant or agent other than the Brokers/Consultants.

13. Ratification. Except as specifically herein amended, the Lease is and shall remain in full force and effect according to the terms thereof. In the event of any conflict between the Lease and this Fourth Amendment, this Fourth Amendment shall control.

14. Counterparts. This Fourth Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

4

IN WITNESS WHEREOF, this Fourth Amendment has been executed by the parties as of the date first referenced above.

"Landlord"	COLONNADE WlLSHIRE CORP., a California corporation
	By:	/s/ ILLEGIBLE ILLEGIBLE Vice President
	By:
"Tenant"	TICKETMASTER L.L.C., a Delaware limited liability company
	By:	/s/ SUSAN BRACEY Susan Bracey Senior Vice President—Finance
	By:	/s/ VICTORIA RISHWAIN Victoria Rishwain Vice President & Assistant General Counsel

5

EXHIBIT "A"

Expansion Space Floor Plan

[EXHIBIT "A" ARTWORK]

SUITE 530 EAST

THE WILSHIRE COLONNADE
3701 WILSHIRE BOULEVARD
LOS ANGELES, CA 90010

EXHIBIT "A"

Expansion Space Floor Plan

[EXHIBIT "A" ARTWORK]

SUITE 870 EAST

THE WILSHIRE COLONNADE
3701 WILSHIRE BOULEVARD
LOS ANGELES, CA 90010

EXHIBIT "B"

First Offer Space Floor Plan

[EXHIBIT "B" ARTWORK]

SUITE 880 EAST

THE WILSHIRE COLONNADE
3701 WILSHIRE BOULEVARD
LOS ANGELES, CA 90010

THIRD AMENDMENT TO OFFICE LEASE

THIS THIRD AMENDMENT TO OFFICE LEASE dated as of December 11, 2000 (this "Third Amendment"), is entered into by and between COLONNADE WlLSHIRE CORP., a California corporation ("Landlord"), and TICKETMASTER L.L.C., a Delaware limited liability company ("Tenant"), with reference to the following:

R E C I T A L S

WHEREAS, Landlord and Ticketmaster – California, Inc., a California corporation, Tenant's predecessor in interest, entered into that certain Office Lease dated November 5, 1998 (the "Original Lease"), as amended by that certain First Amendment to Office Lease dated January 12, 1999 (the "First Amendment"), and that certain Second Amendment to Office Lease dated as of June 22, 1999 (the "Second Amendment"; the Original Lease, as amended by the First Amendment and the Second Amendment is hereinafter referred to as the "Lease"), for the lease of certain premises (the "Original Premises"), commonly known as Suites 403, 600, 601, 700, 900 and 1050, consisting of approximately 58,202 rentable square feet of space located on the fourth (4th), sixth (6th), seventh (7th), ninth (9th) and tenth (10th) floors of that certain office building (the "Building") commonly known as The Wilshire Colonnade and located at 3701 Wilshire Boulevard, Los Angeles, California. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Lease; and

WHEREAS, Landlord and Tenant desire by this Third Amendment to amend the Lease in order to, among other things, (a) expand the Original Premises to include (i) certain premises commonly known as Suite 1060 consisting of approximately 2,636 rentable square feet of space located on the tenth (10th) floor of the Building (the "Suite 1060"), (ii) certain premises commonly known as Suites 401 consisting of approximately 1,305 rentable square feet located on the fourth (4th) floor of the Building ("Suite 401"), and (iii) certain premises commonly known as Suite 405 consisting of approximately 1,875 rentable square feet of space located on the fourth (4th) floor of the Building ("Suite 405") (Suite 1060, Suite 401 and Suite 405 are collectively hereinafter referred to as the "Expansion Space"), (b) provide for the amount of Base Rent Tenant shall pay to Landlord for the Expansion Space, and (c) to further amend, modify and supplement the Lease as set forth herein.

NOW, THEREFORE, in consideration of the Premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.  Recitals. The Recitals set forth above are incorporated herein as though set forth in full hereat.

2.  Expansion; Description of Premises. Commencing on January 1, 2001 (the "Expansion Space Commencement Date"), Landlord shall lease to Tenant and Tenant shall lease from Landlord the Expansion Space, as outlined on Exhibit "A" attached hereto and incorporated herein by this reference, upon all of the terms and conditions of the Lease except as otherwise set forth herein. The term of Tenant's lease of the Expansion Space shall be two (2) years ending on December 31, 2002 (the "Expansion Space Termination Date"). From and after the Expansion Space Commencement Date until the Expansion Space Termination Date, all references to the "Premises" contained in the Lease shall be amended to mean and refer to the entirety of the space in the Original Premises and the Expansion Space, which is approximately 64,018 rentable square feet of space (the entirety of such space is referred to herein as the "Expanded Premises"). Landlord and Tenant hereby acknowledge and agree that the foregoing statement of the rentable square footage of the Expanded Premises is not a representation or warranty of the exact number of square feet therein but rather is only a reasonable approximation and that the Base Rent payable under the Lease (as amended hereby) is not subject to

1

revision whether or not the actual square footage is more or less than such approximation. Effective on the Expansion Space Commencement Date the floor plan attached hereto as Exhibit "A" and incorporated therein by this reference shall be added to the floor plan of the Original Premises attached to the Lease as Exhibit A.

3.  Base Rent for Expansion Space. Landlord and Tenant agree that, in addition to paying all other amounts due under the Lease, Tenant shall pay the following Base Rent for the Expansion Space, in accordance with Article 3 of the Lease:

Period	Monthly Installment of Base Rent		Monthly Rental Rate
01/01/01 – 12/31/01	$	7,270.00	$	1.25 per rsf
01/01/02 – 12/31/02	$	7,560.80	$	1.30 per rsf

4.  Tenant's Share of Direct Expenses for Expansion Space. In addition to paying all other amounts due under the Lease and the Base Rent for the Expansion Space set forth in Section 4 above, commencing on the Expansion Space Commencement Date and continuing until the expiration of earlier termination of the Lease Term, Tenant shall pay Tenant's Share of the annual Direct Expenses for the Expansion Space in excess of the Direct Expenses for the Base Year in accordance with Article 4 of the Lease. For purposes hereof, Tenant's Share of Direct Expenses for the Expansion Space shall be 1.57% and the Base Year shall mean the year set forth in Section 9.1 of the Summary of Basic Lease Information attached to the Lease.

5.  Security Deposit. Lessee shall not be required to increase the security deposit being held by Landlord under the Lease in connection herewith. The security deposit under the Lease shall remain $57,190.37.

6.  Tenant Improvement Allowance. In connection with Tenant's lease of the Expansion Space, Landlord will provide Tenant with an improvement allowance (the "Tenant Improvement Allowance") of Three and 50/100 Dollars ($3.50) per rentable square foot of the Expansion Space ($20,356.00) to complete, subject to the terms and conditions set forth in this Section 6, certain improvements (the "Tenant Improvements") to the Expansion Space desired to be made by Tenant. Prior to commencement of the Tenant Improvements, Tenant will furnish Landlord with all plans and specifications, if any, for Landlord's approval (which approval shall not be unreasonably withheld or delayed). If Tenant elects to use its own contractor to construct the Tenant Improvements, such contractor shall be licensed and approved by Landlord (approval not to be unreasonably withheld or delayed) prior to commencement of the Tenant Improvements. Upon Landlord's approval of the plans and specifications for the Tenant Improvements and Tenant's contractor, Tenant may commence the Tenant Improvements. The Tenant Improvements shall be performed and completed in compliance with all applicable laws, codes, rules and regulations, without any unpaid claims for material, labor or supplies. Tenant shall furnish to Landlord executed construction permits and such invoices, affidavits, releases, and other documentation as Landlord may reasonably request, to be assured, to Landlord's satisfaction, that the Tenant Improvements have been completed in accordance with the plans and specifications, if any, approved by Landlord and have been paid for by Tenant. Provided Tenant complies with all of the terms and conditions of this Section 6, including but not limited to, proof of payment of all bills and delivery to Landlord of unconditional lien releases from all contractors, subcontractors and material suppliers, Landlord shall reimburse Tenant within thirty (30) days after completion of the Tenant Improvements for Tenant's costs incurred in connection with the Tenant Improvements up to an amount not to exceed the amount of the Tenant Improvement Allowance. Tenant will be responsible for paying all costs of the Tenant Improvements in excess of the Tenant Improvement Allowance. If the cost of the Tenant Improvements is less than the Tenant Improvement Allowance, Tenant shall receive a credit against the Base Rent next becoming due under the Lease in the amount of any unused portion of the Tenant Improvement Allowance.

2

    In the event that Tenant demolishes any walls between any portion of the Expansion Space and any suite(s) adjacent to the Expansion Space (e.g., the demising wall between Suites 1050 and 1060), Tenant shall replace such walls upon the expiration or earlier termination of Tenant's lease of the Expansion Space unless Tenant extends Tenant's lease of the Expansion Space for a term of not less than three (3) years beyond the Expansion Space Termination Date, in which event Tenant shall not be required to replace any demolished walls.

7.  Parking Spaces. In addition to the parking spaces set forth in Section 11 of the Summary of Basic Lease Information attached to the Lease, in connection with Tenant's lease of the Expansion Space, Tenant shall have the right to rent, on a month-to-month basis, up to two (2) unreserved parking spaces per 1,000 rentable square feet of the Expansion Space in the Building Parking Facility at such rate as is established by Landlord for the Building Parking Facility from time to time.

8.  Directory Board. In connection with Tenant's lease of the Expansion Space, Tenant shall be entitled to designate up to one (1) name per 1,000 rentable square feet of the Expansion Space on the directory board in the lobby of the Building.

9.  Estoppel. Tenant hereby certifies and acknowledges, that as of the date hereof (a) Landlord is not in default in any respect under the Lease, (b) Tenant does not have any defenses to its obligations under the Lease, (c) Landlord is holding Tenant's Security Deposit under the Lease in the amount of $57,190.37, and (d) there are no offsets against rent payable under the Lease. Tenant acknowledges and agrees that: (i) the representations herein set forth constitute a material consideration to Landlord in entering into this Third Amendment; (ii) such representations are being made by Tenant for purposes of inducing Landlord to enter into this Third Amendment; and (iii) Landlord is relying on such representations in entering into this Third Amendment.

10. Brokers/Consultants. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker, consultant or agent in connection with the negotiation of this Third Amendment, excepting only Insignia/ESG and The Levy Organization (the "Brokers/Consultants"), and that they know of no other real estate broker, consultant or agent who is entified to a commission or consulting fee in connection with this Third Amendment. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including without limitation reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party's dealings with any real estate broker, consultant or agent other than the Brokers/Consultants.

11. Ratification. Except as specifically herein amended, the Lease is and shall remain in full force and effect according to the terms thereof. In the event of any conflict between the Lease and this Third Amendment, this Third Amendment shall control.

12. Counterparts. This Third Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

3

IN WITNESS WHEREOF, this Third Amendment has been executed by the parties as of the date first referenced above.

"Landlord"	COLONNADE WlLSHIRE CORP., a California corporation
	By:	/s/ ILLEGIBLE ILLEGIBLE
	By:
"Tenant"	TICKETMASTER L.L.C., a Delaware limited liability company
	By:	/s/ SUSAN BRACEY Susan Bracey Senior Vice President—Finance
	By:	/s/ VICTORIA RISHWAIN Victoria Rishwain Vice President & Assistant General Counsel

4

EXHIBIT "A"

Expansion Space Floor Plan

[EXHIBIT "A" ARTWORK]

SUITE 405 EAST

THE WILSHIRE COLONNADE
3701 WILSHIRE BOULEVARD
LOS ANGELES, CA 90010

EXHIBIT "A"

Expansion Space Floor Plan

[EXHIBIT "A" ARTWORK]

SUITE 1060 EAST

THE WILSHIRE COLONNADE
3701 WILSHIRE BOULEVARD
LOS ANGELES, CA 90010

SECOND AMENDMENT TO OFFICE LEASE

THIS SECOND AMENDMENT TO OFFICE LEASE dated as of June 22, 1999 (this "Second Amendment"), is entered into by and between COLONNADE WILSHIRE CORP., a California corporation ("Landlord"), and TICKETMASTER L.L.C., a Delaware limited liability company ("Tenant"), with reference to the following:

R E C I T A L S

WHEREAS, Landlord and Ticketmaster – California, Inc., a California corporation, Tenant's predecessor in interest, entered into that certain Office Lease dated November 5, 1998 (the "Original Lease"), as amended by a certain First Amendment to Office Lease dated January 12, 1999 (the "First Amendment"), for the lease of certain premises (the "Premises"), commonly known as Suites 403, 600, 601, 700, 900 and 1050, consisting of approximately 58,202 rentable square feet of space located on the fourth (4th), sixth (6th), seventh (7th), ninth (9th) and tenth (10th) floors of that certain office building (the "Building") commonly known as The Wilshire Colonnade and located at 3701 Wilshire Boulevard, Los Angeles, California. The Original Lease and First Amendment are sometimes collectively referred to herein as the "Lease." All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Lease; and

WHEREAS, Landlord and Tenant desire by this Second Amendment to amend the Lease in order to, among other things, (a) extend the effective date and notice date for Tenant's right of early termination for a portion of the Premises under Section 2.3 of the Original Lease and Section 3 of the First Amendment; and (b) further amend, modify and supplement the Lease as set forth herein.

NOW, THEREFORE, in consideration of the Premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.  Recitals. The Recitals set forth above are incorporated herein as though set forth in full hereat.

2.  Extension of Time for Exercise of Tenant's Right of Early Termination. Section 2.3 of the Original Lease and Section 3 of the First Amendment are hereby amended by (a) replacing the date "January 31, 2000" each time such date appears in said sections with the date "April 30, 2000," and (b) replacing the date "June 30, 1999" with the date "September 30, 1999."

3.  Estoppel. Tenant hereby certifies and acknowledges, that as of the date hereof (a) Landlord is not in default in any respect under the Lease, (b) Tenant does not have any defenses to its obligations under the Lease, (c) Landlord is holding Tenant's Security Deposit under the Lease in the amount of $57,190.37, and (d) there are no offsets against rent payable under the Lease. Tenant acknowledges and agrees that: (i) the representations herein set forth constitute a material consideration to Landlord in entering into this Second Amendment; (ii) such representations are being made by Tenant for purposes of inducing Landlord to enter into this Second Amendment; and (iii) Landlord is relying on such representations in entering into this Second Amendment.

4.  Landlord's Attorneys' Fees. It shall be a condition precedent to the effectiveness of this Second Amendment that Tenant shall have paid to Landlord upon demand Landlord's reasonable attorneys' fees incurred in connection with this Second Amendment.

5.  Ratification. Except as specifically herein amended, the Lease is and shall remain in full force and effect according to the terms thereof. In the event of any conflict between the Lease and this Second Amendment, this Second Amendment shall control.

6.  Counterparts. This Second Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

1

IN WITNESS WHEREOF, this Second Amendment has been executed by the parties as of the date first referenced above.

"Landlord"	COLONNADE WlLSHIRE CORP., a California corporation
	By:	/s/ ILLEGIBLE
"Tenant"	TICKETMASTER L.L.C., a Delaware limited liability company
	By:	/s/ TIMOTHY F. WOOD Timothy F. Wood Executive Vice President
	By:	/s/ VICTORIA RISHWAIN Victoria Rishwain Vice President & Assistant General Counsel

2

FIRST AMENDMENT TO OFFICE LEASE

THIS FIRST AMENDMENT TO OFFICE LEASE dated as of January 12, 1999 (this "First Amendment"), is entered into by and between COLONNADE WILSHIRE CORP., a California corporation ("Landlord"), and TICKETMASTER L.L.C., a Delaware limited liability company ("Tenant"), with reference to the following:

R E C I T A L S

WHEREAS, Landlord and Ticketmaster – California, Inc., a California corporation, Tenant's predecessor in interest, entered into that certain Office Lease dated November 5, 1998 (the "Lease"), for the lease of certain premises (the "Original Premises"), commonly known as Suites 600, 601, 700, 900 and 1050, consisting of approximately 56,782 rentable square feet of space located on the sixth (6th), seventh (7th), ninth (9th) and tenth (10th) floors of that certain office building (the "Building") commonly known as The Wilshire Colonnade and located at 3701 Wilshire Boulevard, Los Angeles, California. All capitalized terms used herein and not otherwise determined herein shall have the meanings ascribed to such terms in the Lease; and

WHEREAS, Landlord and Tenant desire by this First Amendment to amend the Lease in order to, among other things, (a) expand the Original Premises leased by Tenant under the Lease to include Suite 403 in the Building consisting of approximately 1,420 rentable square feet of space ("Suite 403"); (b) provide for the Base Rent to be paid by Tenant for Suite 403, and (c) further amend, modify and supplement the Lease as set forth herein.

NOW, THEREFORE, in consideration of the Premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.  Recitals. The Recitals set forth above are incorporated herein as though set forth in full hereat.

2.  Expansion of Premises. Effective January 15, 1999 (the "Suite 403 Commencement Date"), the Original Premises shall be expanded to include Suite 403, which consists of approximately 1,420 rentable square feet of space, as shown on the floor plan attached hereto as Exhibit "A" and incorporated herein by this reference. Therefore, the Lease is hereby amended such that, from and after the Suite 403 Commencement Date, all references in the Lease to the "Premises" shall mean and refer to the entirety of the space in the Original Premises and Suite 403, which is a total of approximately 58,202 rentable square feet of space. Landlord and Tenant hereby acknowledge and agree that the foregoing statement of the rentable square footage of the Premises, as expanded to include Suite 403, is not a representation or warranty of the exact number of rentable square feet therein but rather is only a reasonable approximation and that the Base Rent payable under the Lease (as amended hereby) is not subject to revision whether or not the actual square footage is more or less than such approximation. Tenant shall accept Suite 403 in its presently existing, "as is" condition subject to latent defects, and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of Suite 403.

3.  Early Termination. Notwithstanding anything to the contrary contained in the Lease or this First Amendment, Tenant may terminate its lease of all or any portion of Suite 403 effective January 31, 2000, by giving Landlord seven (7) months prior written notice. Failure of Tenant to deliver such notice to Landlord by June 30, 1999 shall be deemed Tenant's election to remain in Suite 403 and Tenant shall have no further right hereunder to terminate the Lease with respect to such space. If Tenant does not terminate its lease of Suite 403 in accordance herewith, then prior to January 31, 2000, Landlord shall provide Tenant with an improvement allowance (the "Suite 403 T.I. Allowance") in the amount of Fifteen and No/100 Dollars ($15.00) per rentable square foot of Suite 403 for costs relating

1

to the initial design and construction of Tenant's improvements which are permanently affixed to the Premises and with respect to which improvements Tenant shall have delivered to Landlord the items required under the first sentence of Section 2.2.2 of the Work Letter attached to the Lease as Exhibit B. The improvements to the Premises shall be constructed in accordance with the terms and conditions of the Work Letter attached to the Lease as Exhibit B, except that the Suite 403 T.I. Allowance shall be disbursed as provided under this Section 3. In the event that the actual cost of the improvements to the Premises is less than the Suite 403 T.I. Allowance, Tenant shall be entitled to such excess or a credit, deduction or offset against rent or any other amounts due under the terms of the Lease.

4.  Base Rent. Commencing on the Suite 403 Commencement Date, in addition to the Base Rent set forth in Section 8 of the Summary of Basic Lease Information contained in the Lease, Tenant shall pay Base Rent for Suite 403 as follows:

Period	Monthly Installment of Base Rent		Monthly Rental Rate
Suite 403 Commencement Date through 48th month after the Suite 403 Commencement Date	$	1,704	$	1.20
49th month after the Suite 403 Commencement Date through 60th month after the Suite 403 Commencement Date	$	1,846	$	1.30
61st month after the Suite 403 Commencement Date through Lease Expiration Date	$	1,988	$	1.40

5.  Tenant's Share of Direct Expenses. The Lease is hereby amended such that from and after the Suite 403 Commencement Date, in addition to Tenant's Share of Direct Expenses set forth in Section 9.2 of the Summary of Basic Lease Information contained in the Lease, Tenant shall pay Tenant's Share of Direct Expenses for Suite 403 which is approximately .40%, increasing Tenant's Total Share of Direct Expenses to 15.721%.

6.  Estoppel. Tenant hereby certifies and acknowledges, that as of the date hereof (a) landlord is not in default in any respect under the Lease, (b) Tenant does not have any defenses to its obligations under the Lease, (c) Landlord is holding Tenant's Security Deposit under the Lease in the amount of $57,190.37, and (d) there are no offsets against rent payable under the Lease. Tenant acknowledges and agrees that: (i) the representations herein set forth constitute a material consideration to Landlord in entering into this First Amendment; (ii) such representations are being made by Tenant for purposes of inducing Landlord to enter into this First Amendment; and (iii) Landlord is relying on such representations in entering into this First Amendment.

7.  Ratification. Except as otherwise specifically herein amended, the Lease is and shall remain in full force and effect according to the terms thereof. In the event of any conflict between the Lease and this First Amendment, this First Amendment shall control.

8.  Counterparts. This First Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

2

IN WITNESS WHEREOF, this First Amendment has been executed by the parties as of the date first referenced above.

"Landlord"	COLONNADE WlLSHIRE CORP., a California corporation
	By:	/s/ INSIGNIA/E.S.G., INC., AGENT

By:

Its:

"Tenant"	TICKETMASTER L.L.C., a Delaware limited liability company
	By:	/s/ STUART DEPINA Stuart DePina Senior V.P., Treasurer & CFO
	By:	/s/ VICTORIA RISHWAIN Victoria Rishwain V.P., Assistant General Counsel

3

THE WILSHIRE COLONNADE
3701 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90010

[EXHIBIT "A" ARTWORK]

EXHIBIT "A"
SUITES 403 & 405 EAST

4

OFFICE LEASE
WILSHIRE COLONNADE
COLONNADE WILSHIRE CORP.,
a California corporation,
as Landlord,
and
TICKETMASTER – CALIFORNIA, INC.,
a California corporation,
as Tenant.

WILSHIRE COLONNADE
SUMMARY OF BASIC LEASE INFORMATION

    The undersigned hereby agree to the following terms of this Summary of Basic Lease Information (the "Summary"). This Summary is hereby incorporated into and made a part of the attached Office Lease (this Summary and the Office Lease to he known collectively as the "Lease") which pertains to the office building described in Section 6.1 of this Summary (the "Building"). Each reference in the Office Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Office Lease.

	TERMS OF LEASE (References are to the Office Lease)	DESCRIPTION
1.	Date:	November 5, 1998.
2.	Landlord:	COLONNADE WILSHIRE CORP., a California corporation
3.	Address of Landlord (Section 30.19):	c/o Insignia/E.S.G., Inc. 3701 Wilshire Boulevard, Suite 407 Los Angeles, California 90010 Attention: Property Manager
4.	Tenant:	TICKETMASTER – CALIFORNIA, INC., a California corporation
5.	Address of Tenant (Section 30.19):	8800 Sunset Boulevard West Hollywood, California 90069 Attention: Victoria Rishwain, Esq. (Prior to Lease Commencement Date)
		and:
		3701 Wilshire Boulevard Suite 900 Los Angeles, California 90010 Attention: Mr. Eugene Cobuzzi and Victoria Rishwain, Esq., (After Lease Commencement Date)
6.	Building and Premises (Article 1):
	6.1  Building:	The office building located at 3701 Wilshire Boulevard, Los Angeles, California.

i

	6.2  Premises:	Approximately 56,782 rentable square feet of space comprised of approximately 10,966 rentable square feet of space located on the sixth (6th) floor of the Building, commonly known as Suite 600, approximately 7,801 rentable square feet of space on the sixth (6th) floor of the Building, commonly known as Suite 601, approximately 19,250 rentable square feet of space of the seventh (7th) floor of the Building, commonly known as Suite 700, approximately 14,620 rentable square feet of space of the ninth (9th) floor of the Building, commonly known as Suite 900, and approximately 4,145 rentable square feet of space on the tenth (10th) floor of the Building, commonly known as Suite 1050, as set forth in Exhibit A attached hereto. Suites 600, 601 and 700 are collectively referred to herein as the "Original Premises", and Suites 900 and 1050 are collectively referred to herein as the "New Premises". The Original Premises and the New Premises are collectively referred to herein as the "Premises".
7.	Term (Article 2):
	7.1  Lease Term:	Seven (7) years, with one (l), five (5) year option to extend.
	7.2  Lease Commencement Date:	Upon mutual execution of this Lease.
	7.3  Rent Commencement Dates:
	Original Premises:	Upon mutual execution of this Lease. Tenant has been occupying the Original Premises pursuant to (a) that certain Office Lease dated January 20, 1988, by and between State Street Bank and Trust Company, a Massachusetts banking corporation, not personally but solely as Trustee for Telephone Real Estate Equity Trust, predecessor in interest to Landlord, and Ticketmaster – Southern California, Inc., predecessor-in-interest to Tenant, as amended, and (b) that certain Office Lease dated August 8, 1997, by and between Landlord and Tenant (collectively, the "Original Leases").

ii

	Suite 900:	Upon the earlier of (i) substantial completion of the Tenant Improvements (as defined in the Work Letter attached to this Lease, as Exhibit B), and (ii) ninety (90) days after the date Landlord delivers the New Premises to Tenant (with Landlord's Work (as defined in the Work Letter) completed) for construction of the Tenant Improvements, as such ninety (90) day period may be extended for Force Majeure Delays and Landlord Delays (as defined in the Work Letter) ("Suite 900 RCD"); provided, that solely for the purposes of the Suite 900 RCD, to the extent Tenant is unable, through no fault of Tenant, to obtain (A) customary labor for tenant improvements consistent with those customarily built by tenants in Comparable Buildings (as hereinafter defined); or (B) building standard materials (or other reasonably comparable materials) for those Suite 900 Tenant Improvements essential for the operation of Tenant's business in the Premises (and such materials are not readily available generally), then Tenant shall provide Landlord with written notice of such inability and to the extent such inability causes a delay in substantial completion of the Tenant Improvements to be constructed in Suite 900 only, the Suite 900 RCD shall be extended by the number of days of such delay.
	Suite 1050:	Upon the earlier of (i) substantial completion of the Tenant Improvements (as defined in the Work Letter attached to this Lease as Exhibit B), and (ii) ninety (90) days after the date Landlord delivers the New Premises to Tenant (with Landlord's Work (as defined in the Work Letter) completed) for construction of the Tenant Improvements, as such ninety (90) day period may be extended for Force Majeure Delays and Landlord Delays (as defined in the Work Letter) ("Suite 1050 RCD").
	7.4  Lease Expiration Date:	The last day of the month in which the 7th anniversary of the Suite 900 RCD occurs.
8.	Base Rent (Article3):

	Period	Monthly Installment   of Base Rent
Suite 600:	Lease Commencement Date – 4/30/99	$20,287.10
	5/1/99 – 1/31/00	$21,932.00

iii

	2/1/00 – Lease Expiration Date	Monthly Base Rent shall be calculated by multiplying the square footage of Suite 600 (10,966 s.f.) by the Monthly Rental Rate then in effect for Suites 900 and 1050, subject to increase in accordance with the Monthly Rental Rate increases scheduled for Suites 900 and 1050 as set forth below.
Suite 601:	Lease Commencement Date – 1/31/00	$9,751.25
	2/1/00 – Lease Expiration Date	Monthly Base Rent shall be calculated by multiplying the square footage of Suite 601 (7,801 s.f.) by the Monthly Rental Rate then in effect for Suites 900 and 1050, subject to increase in accordance with the Monthly Rental Rate increases scheduled for Suites 900 and 1050 as set forth below.
Suite 700:	Lease Commencement Date – 4/30/99	$37,730.00
	5/1/99 – 1/31/00	$40,617.50
	2/1/00 – Lease Expiration Date	Monthly Base Rent shall be calculated by multiplying the square footage of Suite 700 (19,250 s.f.) by the Monthly Rental Rate then in effect for Suites 900 and 1050, subject to increase in accordance with the Monthly Rental Rate increases scheduled for Suites 900 and 1050 as set forth below.

	Period	Monthly Installment of Base Rent		Monthly Rental Rate
Suite 900:	Suite 900 RCD – 48th month after Suite 900 RCD	$	17,544.00	$	1.20
	49th month after Suite 900 RCD – 60th month after Suite 900 RCD	$	19,006.00	$	1.30
	61st month after Suite 900 RCD – Lease Expiration Date	$	20,468.00	$	1.40
Suite 1050:	Suite 1050 RCD – 48th month after Suite 900 RCD	$	4,974.00	$	1.20
	49th month after Suite 900 RCD – 60th month after Suite 900 RCD	$	5,388.50	$	1.30
	61st month after Suite 900 RCD – Lease Expiration Date	$	5,803.00	$	1.40

9.	Additional Rent (Article 4):
	9.1  Base Year:	Calendar year 1999.

iv

	9.2  Tenant's Share of Direct Expenses:	Suite 600: Approximately 2.988% Suite 601: Approximately 2.123% Suite 700: Approximately 5.245% Suite 900: Approximately 3.865% Suite 1050: Approximately 1.100% Total: Approximately 15.321%
10.	Security Deposit (Article 21):	Landlord is currently holding Tenant's security deposit in the amount of $57,190.37 under the Original Leases and shall continue to hold such amount as the Security Deposit hereunder.
11.	Parking Spaces (Article 28):	Tenant shall have the right to rent, on a month-to-month basis, a total of up to one hundred ninety-five (195) parking spaces in the Building Parking Facility, of which eighteen (18) spaces (the "P-1 Reserved Spaces") shall be reserved, single car spaces located as close as possible to the Building elevators on the parking level closest to street level based on current availability, eleven (11) spaces (the "Additional Reserved Spaces") shall be reserved, single car spaces the location of which shall be determined by Landlord, and the remaining one hundred sixty-six (166) spaces (the "Unreserved Spaces") shall be unreserved spaces, all at such rates as are established by Landlord for the Building Parking Facility from time to time. Notwithstanding anything to the contrary contained herein, (i) six (6) of the Reserved P-1 Spaces shall be provided to Tenant free of charge during the initial Lease Term only, after which time Tenant shall pay Landlord's established rate, as such rate may be adjusted by Landlord from time to time, (ii) the eleven (11) Additional Reserved Spaces shall be rented at a discount rate, during the initial Lease Term only, of ten percent (10%) off Landlord's established rate (currently $125.00), as such rate may be adjusted by Landlord from time to time, and (iii) eighty (80) of the Unreserved Spaces shall be rented at a discount rate, during the initial Lease Term only, of twenty percent (20%) off Landlord's established rate (currently $75.00), as such rate may be adjusted from time to time. To the extent that additional parking may be available, then Tenant may lease on a month-to-month basis parking spaces in excess of the one hundred ninety-five (195) spaces provided above until such time as Landlord provides Tenant thirty (30) days prior written notice of Landlord's need for such excess parking spaces, in which case Tenant shall have no right to lease such excess spaces.

v

12.	Landlord's Broker (Section 29.25):	Insignia/E.S.G., Inc. 3701 Wilshire Boulevard, Suite 407 Los Angeles, California 90010
13.	Tenant's Broker (Section 29.25):	None

    The foregoing terms of this Summary are hereby agreed to by Landlord and Tenant.

"Landlord"	COLONNADE WlLSHIRE CORP., a California corporation
	By:	/s/ INSIGNIA/E.S.G., INC., AGENT

By:
Its:	/s/ ILLEGIBLE ILLEGIBLE President

"Tenant"	TICKETMASTER L.L.C., a Delaware limited liability company
	By:	/s/ EUGENE COBUZZI Eugene Cobuzzi COO
	By:	/s/ VICTORIA RISHWAIN Victoria Rishwain Assistant Secretary

vi

WILSHIRE COLONNADE

INDEX

ARTICLE	SUBJECT MATTER	PAGE
ARTICLE 1.	REAL PROPERTY, BUILDING AND PREMISES	1
ARTICLE 2.	INITIAL LEASE TERM	2
ARTICLE 3.	BASE RENT	5
ARTICLE 4.	ADDITIONAL RENT	5
ARTICLE 5.	USE OF PREMISES	12
ARTICLE 6	SERVICES AND UTILITIES	12
ARTICLE 7.	REPAIRS	14
ARTICLE 8.	ADDITIONS AND ALTERATIONS	15
ARTICLE 9.	COVENANT AGAINST LIENS	18
ARTICLE 10.	INSURANCE	18
ARTICLE 11.	DAMAGE AND DESTRUCTION	20
ARTICLE 12.	NONWAIVER	22
ARTICLE 13.	CONDEMNATION	22
ARTICLE 14.	ASSIGNMENT AND SUBLETTING	23
ARTICLE 15.	SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES	26
ARTICLE 16.	HOLDING OVER	27
ARTICLE 17.	ESTOPPEL CERTIFICATES	28
ARTICLE 18.	SUBORDINATION	28
ARTICLE 19.	DEFAULTS; REMEDIES	28
ARTICLE 20.	COVENANT OF QUIET ENJOYMENT	31
ARTICLE 21.	SECURITY DEPOSIT	31
ARTICLE 22.	SUBSTITUTION OF OTHER PREMISES	33
ARTICLE 23.	SIGNS	33
ARTICLE 24.	COMPLIANCE WITH LAW	33
ARTICLE 25.	LATE CHARGES	34
ARTICLE 26.	LANDLORD'S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT	34
ARTICLE 27.	ENTRY BY LANDLORD	34
ARTICLE 28.	TENANT PARKING	35
ARTICLE 29.	FIRST OFFER RIGHT	35
ARTICLE 30.	MISCELLANEOUS PROVISIONS	36

EXHIBITS

EXHIBIT A—OUTLINE OF FLOOR PLAN OF PREMISES
EXHIBIT B—WORK LETTER
EXHIBIT C—NOTICE OF LEASE TERM DATES
EXHIBIT D—RULES AND REGULATIONS
EXHIBIT E—FORM OF TENANT'S ESTOPPEL CERTIFICATE
EXHIBIT F—INTENTIONALLY DELETED

vii

INDEX OF MAJOR DEFINED TERMS

DEFINED TERMS	LOCATION OF DEFINITION IN OFFICE LEASE
7th Floor Improvements	4
7th Floor Space	4
7th Floor T.I. Allowance	4
ACM	38
Actual Cost	12
Additional Rent	5
Affiliate	24
Alterations	14
Applicable Laws	31
Base Rent	4
Base Year	5
Base, Shell and Core	19
BOMA	8
Broker	37
Builder's All Risk	14
Building	1
Building Parking Facility	1
Comparable Buildings	2
Comparable Transactions	2
Computer HVAC System	12
Conference Room	13
Control	24
Cost Pools	6
Direct Expenses	5
Dish	15
Eligibility Period	29
EPA	38
Estimate	8
Estimated Statements	8
Estimated Excess	8
Excess	8
Expense Year	5
Fair Market Rent	2
First Offer Right	33
First Right Space	33
FMR Data	3
Force Majeure	36
Hazardous Material	37
Holidays	12
Independent CPA	9
Landlord	1
Landlord Parties	17
Landlord's Abatement Work	38
Landlord's Review Period	3
Lease	I
Lease Commencement Date	2

viii

Lease Expiration Date	2
Lease Term	2
Lease Year	2
Notices	36
Offer Notice	33
Operating Expenses	5
Option Rent	2
Option Term	2
Original Improvements	18
Original Tenant	2
Outside Agreement Date	3
Ownership Changes	24
Premises	I
Project	1
Prop. 13 Trigger Extent	7
Proposition 13	7
Real Property	1
Renovations	38
Rent	2
Review Period	10
Security Deposit	29
Statement	8
Storage Space Agreements	1
Subject Space	22
Subleases	28
Suite 1050 Improvements	4
Suite 1050 T.I. Allowance	4
Summary	l
Systems and Equipment	6
Taking	21
Tax Expenses	6
Tenant	I
Tenant Parties	17
Tenant's Review Period	3
Tenant's Share	8
Transfer Notice	21
Transfer Premium	23
Transferee	21
Transfers	21
UPS System	12

ix

WILSHIRE COLONNADE
OFFICE LEASE

THIS OFFICE LEASE, which includes the preceding Summary of Basic Lease Information (the "Summary") attached hereto and incorporated herein by this reference and certain separate existing storage space agreements previously entered into by and between the parties (the "Storage Space Agreements"; this Office Lease, the Summary and the Storage Space Agreements to be known sometimes collectively hereafter as the "Lease"), dated as of the date set forth in Section 1 of the Summary, is made by and between COLONNADE WILSHIRE CORP., a California corporation ("Landlord"), and TICKETMASTER – CALIFORNIA, INC., a California corporation ("Tenant").

ARTICLE 1.

REAL PROPERTY, BUILDING AND PREMISES

1.1. Real Property, Building and Premises. Upon and subject to the terms, covenants and conditions hereinafter set forth in this Lease, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 6.2 of the Summary (the "Premises"), which Premises are located in the "Building," as that term is defined in this Section 1.1. The outline of the floor plan of the Premises is set forth in Exhibit A attached hereto. The Premises are a part of the building (the "Building") located at 3701 Wilshire Boulevard, Los Angeles, California. The Building, the Building's parking facility ("Building Parking Facility"), the other office building located adjacent to the Building and the land upon which such adjacent office building is located, any outside plaza areas, land and other improvements surrounding the Building and adjacent building which are designated from time to time by Landlord as common areas appurtenant to or servicing the Building, and the land upon which any of the foregoing are situated, are herein sometimes collectively referred to as the "Project" or "Real Property." Tenant is hereby granted the right to the nonexclusive use of the common corridors and hallways, stairwells, elevators, restrooms and other public or common areas located on the Real Property; provided, however, that the manner in which such public and common areas are maintained and operated shall be at the sole discretion of Landlord and the use thereof shall be subject to such rules, regulations and restrictions as Landlord may reasonably make from time to time to the extent the same are non-discriminatorily enforced and Tenant receives advance notice of the same. Landlord reserves the right to make alterations or additions to or to change the location of elements of the Real Property and the common areas thereof as long as such alterations, additions or changes do not unreasonably reduce, restrict or negatively affect Tenant's access to the Premises or the Building Parking Facility. Further, Landlord shall not promulgate or enforce any rules or regulations which unreasonably interfere with the conduct of Tenant's business at the Premises.

1.2. Condition of the Premises. Except as specifically set forth in this Lease and the Work Letter attached hereto as Exhibit B, Tenant shall accept the Premises in its presently existing, "as is" condition subject to latent defects, and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises or the Building except as specifically set forth in this Lease. Notwithstanding anything to the contrary contained herein, Tenant shall not, by virtue of Tenant's acceptance of the Premises, be required to take any corrective action with respect to any latent defect. Furthermore, if any latent defect exists which materially affects Tenant's quiet enjoyment of the Premises, constitutes a dangerous condition or is required to be corrected by law, then Landlord will undertake the appropriate corrective action at Landlord's cost which cost shall not be charged back to Tenant as a Direct Expense. Nothing in this paragraph shall be construed to impose on Tenant or subject Tenant to any liability to any third party for injury to property or persons arising out of latent defects unless such latent defects were created by Tenant or its employees, agents or contractors in the course of repair work or physical improvements or alterations to the Premises performed by Tenant or its employees, agents or contractors, including without

1

limitation, construction of the Tenant Improvements described in Exhibit B. Nothing in this paragraph shall be construed to impose on Landlord or subject Landlord to any liability to any third party for injury to property or persons arising out of latent defects unless such latent defects were created by Landlord or its employees, agents or contractors.

ARTICLE 2.

INITIAL LEASE TERM

2.1. Initial Lease Term. The terms and provisions of this Lease shall be effective as of the date of this Lease except for the provisions of this Lease relating to the payment of Rent. The term of this Lease (the "Lease Term") shall be as set forth in Section 7.1 of the Summary and shall commence on the date (the "Lease Commencement Date") set forth in Section 7.2 of the Summary, and shall terminate on the date (the "Lease Expiration Date") set forth in Section 7.3 of the Summary, unless this Lease is sooner terminated as hereinafter provided. The parties acknowledge that Tenant is currently leasing from Landlord the Original Premises under the Original Leases. Landlord and Tenant agree that on the Lease Commencement Date, the Original Leases shall immediately terminate and be of no further force or effect and this Lease shall govern Tenant's lease of the entirety of the Premises. For purposes of this Lease, the term "Lease Year" shall mean each consecutive twelve (12) month period during the Lease Term; provided, however, that the first Lease Year shall commence on the Lease Commencement Date and end on the last day of the twelfth (12th) month thereafter and the second and each succeeding Lease Year shall commence on the first day of the next calendar month; and further provided that the last Lease Year shall end on the Lease Expiration Date. Once during the Lease Term, Landlord may deliver to Tenant a notice of Lease Term dates in the form as set forth in Exhibit C, attached hereto, which notice Tenant shall execute and return to Landlord within five (5) days of receipt thereof, and thereafter the dates set forth on such notice shall be conclusive and binding upon Tenant. Failure of Tenant to timely execute and deliver the Notice of Lease Term Dates shall constitute an acknowledgment by Tenant that the statements included in such notice are true and correct, without exception.

2.2. Option Term.

2.2.1. Option Right. Landlord hereby grants the Tenant named in the preamble to this Lease (the "Original Tenant") one (1) option to extend the Lease Term for a period of five (5) years (the "Option Term"), which option shall be exercisable only by written notice delivered by Tenant to Landlord not less than nine (9) months prior to the expiration of the initial Lease Term, provided that, as of the date of delivery of such notice, Tenant is not in default under this Lease beyond the applicable cure period and Tenant has not previously been in material default under this Lease more than once. Upon the proper exercise of the option to extend, and provided that, as of the end of the initial Lease Term, Tenant is not in default under this Lease beyond the applicable cure period and Tenant has not previously been in material default under this Lease more than once, the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to the Original Tenant except for any assignee permitted under Section 14.7 and may only be exercised by the Original Tenant (and not any assignee, sublessee or other transferee of the Original Tenant's interest in this Lease except for any assignee permitted under Section 14.7) if the Original Tenant occupies at least 60% of the Premises.

2.2.2. Option Rent. The "Rent," as that term is defined in Section 4.1 below, payable by Tenant during the Option Term (the "Option Rent") will be adjusted to "Fair Market Rent" determined in the manner set forth below. As used herein, "Fair Market Rent" shall mean the annual amount per rentable square foot then being accepted by Landlord for the time period covered by the Option Term in transactions between non-affiliated parties from new, non-expansion, non-renewal and non-equity tenants of comparable creditworthiness, for comparable space, for a comparable

2

use for a comparable period of time ("Comparable Transactions") in the Building, or if there are not a sufficient number of Comparable Transactions in the Building, what a comparable landlord of other similar office buildings in the vicinity of the Building ("Comparable Buildings") with comparable vacancy factors would accept in Comparable Transactions. In any determination of Comparable Transactions appropriate consideration shall be given to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation clause (e.g., whether increases in additional rent are determined on a net or gross basis, and if gross, whether such increases are determined according to a base year or a base dollar amount expense stop), the extent of Tenant's liability under the Lease, abatement provisions reflecting free rent and/or no rent during the period of construction of any other period during the lease term, brokerage commissions, if any, which would be payable by Landlord in similar transactions, length of the lease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, and other generally applicable conditions of tenancy for such Comparable Transactions. The intent is that Tenant will obtain the same rent and other economic benefits that Landlord would otherwise give in Comparable Transactions and that Landlord will make and receive the same economic payments and concessions that Landlord would otherwise make and receive in Comparable Transactions.

    Landlord shall determine the Fair Market Rent by using its good faith judgment. Landlord shall provide written notice of such amount within thirty (30) days (but in no event later than sixty (60) days) after Tenant provides the notice to Landlord exercising Tenant's option rights which require a calculation of the Fair Market Rent. Tenant shall have fifteen (15) days ("Tenant's Review Period") after receipt of Landlord's notice of the new rental within which to accept such rental. In the event Tenant fails to accept in writing such rental proposed by Landlord then such proposal shall be deemed rejected, and Landlord and Tenant shall attempt to agree upon such Fair Market Rent, using their best good faith efforts. If Landlord and Tenant fail to reach agreement within fifteen (15) days following Tenant's Review Period ("Outside Agreement Date"), then each party shall place in a separate sealed envelope their final proposal as to Fair Market Rent and such determination shall be submitted to arbitration in accordance with subsections (i) through (v) below.

    In the event that Landlord fails to timely generate the initial written notice of Landlord's opinion of the Fair Market Rent which triggers the negotiation period of this provision, then Tenant may commence such negotiations by providing the initial notice, in which event Landlord shall have fifteen (15) days ("Landlord's Review Period") after receipt of Tenant's notice of the new rental within which to accept such rental in the event Landlord fails to accept in writing such rental proposed by Tenant, then such proposal shall be deemed rejected, and Landlord and Tenant shall attempt in good faith to agree upon such Fair Market Rent, using their best good faith efforts. If Landlord and Tenant fail to reach agreement within fifteen (15) days following Landlord's Review Period (which shall be, in such event, the "Outside Agreement Date" in lieu of the above definition of such date), then each party shall place in a separate sealed envelope their final proposal as to Fair Market Rent and such determination shall be submitted to arbitration in accordance with subsections (i) through (v) below.

    (i)    Landlord and Tenant shall meet with each other within five (5) business days of the Outside Agreement Date and exchange the sealed envelopes and then open such envelopes in each other's presence. If Landlord and Tenant do not mutually agree upon the Fair Market Rent within one (1) business day of the exchange and opening of envelopes, then, within ten (10) business days of the exchange and opening of envelopes Landlord and Tenant shall agree upon and jointly appoint a single arbitrator who shall by profession be a real estate lawyer or broker who shall have been active over the five (5) year period ending on the date

3

of such appointment in the leasing of commercial high-rise properties in the vicinity of the Building. Neither Landlord nor Tenant shall consult with such broker or lawyer as to his or her opinion as to Fair Market Rent prior to the appointment. The determination of the arbitrator shall be limited solely to the issue of whether Landlord's or Tenant's submitted Fair Market Rent for the Premises is the closest to the actual Fair Market Rent for the Premises as determined by the arbitrator, taking into account the requirements of this provision. Such arbitrator may hold such hearings and require such briefs as the arbitrator, in his or her sole discretion, determines is necessary. In addition, Landlord or Tenant may submit to the arbitrator with a copy to the other party within five (5) business days after the appointment of the arbitrator any market data and additional information that such party deems relevant to the determination of Fair Market Rent ("FMR Data") and the other party may submit a reply in writing within five (5) business days after receipt of such FMR Data.

    (ii)   The arbitrator shall, within thirty (30) days of his or her appointment, reach a decision as to whether the parties shall use Landlord's or Tenant's submitted Fair Market Rent, and shall notify Landlord and Tenant of such determination.

    (iii)   The decision of the arbitrator shall be binding upon Landlord and Tenant, except as provided below.

    (iv)   If Landlord and Tenant fail to agree upon and appoint an arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Los Angeles Superior Court, or, if he or she refuses to act, by any judge having jurisdiction over the parties.

    (v)   The cost of arbitration shall be paid by Landlord and Tenant equally.

    During the period requiring the adjustment of Annual Base Rent to the Option Rent, Tenant shall pay, as Annual Base Rent pending such determination, the annual Base Rent in effect for the Premises immediately prior to such adjustment; provided, however, that upon the determination of the applicable Fair Market Rent, if the Lease Term has expired, Tenant shall pay Landlord the difference between the amount of annual Base Rent Tenant actually paid and the applicable Option Rent determined in accordance herewith from the Lease Expiration Date through the date of determination of Fair Market Rent, immediately upon the determination of Fair Market Rent. Any amount of annual Base Rent Tenant has actually paid to Landlord which exceeds the applicable Option Rent determined in accordance herewith shall be credited against Tenant's future annual Base Rent obligations.

2.3.   Early Termination. Notwithstanding anything to the contrary contained herein, Tenant may terminate its lease of (a) all or any portion of Suite 1050, and/or (b) approximately 4,775 square feet of space (the "7th Floor Space") on the seventh (7th) floor of the Building, as shown on Exhibit A-l, effective January 31, 2000, by giving Landlord seven (7) months prior written notice. Failure of Tenant to deliver such notice to Landlord by June 30, 1999 shall be deemed Tenant's election to remain in Suite 1050 and the 7th Floor Space and Tenant shall have no further right hereunder to terminate this Lease with respect to such space. If Tenant elects to terminate its lease of the 7th Floor Space in accordance herewith, Tenant shall, at Tenant's sole cost and expense, reconfigure and enclose its seventh (7th) floor reception area in order to create a multi-tenant floor as shown on Exhibit A-2, in accordance with mutually agreed upon plans and specifications and in compliance with all applicable laws, codes, regulations and ordinances. If Tenant does not terminate its lease of the 7th Floor Space in accordance herewith, then prior to January 31, 2000, Landlord shall provide Tenant with an improvement allowance (the "7th Floor T.I. Allowance") in the amount of Seven and No/100 Dollars ($7.00) per rentable square foot of the 7th Floor Space for the costs relating to the initial design and construction of Tenant's improvements which are permanently affixed to the Premises with respect to which improvements Tenant shall have delivered to Landlord the items required under the first sentence of Section 2.2.2 of the Work Letter attached to this Lease as Exhibit B. If Tenant does not

4

terminate its lease of Suite 1050 in accordance herewith, then prior to January 31, 2000, Landlord shall provide Tenant with an improvement allowance (the "Suite 1050 T.I. Allowance") in the amount of Fifteen and No/100 Dollars ($15.00) per rentable square foot of Suite 1050 for costs relating to the initial design and construction of Tenant's improvements which are permanently affixed to the Premises and with respect to which improvements Tenant shall have delivered to Landlord the items required under the first sentence of Section 2.2.2 of the Work Letter attached to this Lease as Exhibit B. The improvements to the Premises shall be constructed in accordance with the terms and conditions of the Work Letter attached to this Lease as Exhibit B, except that the 7th Floor T.I. Allowance and the Suite 1050 T.I. Allowance shall be disbursed as provided under this Section 2.3.

ARTICLE 3.

BASE RENT

    Tenant shall pay, without notice or demand, to Landlord or Landlord's agent at the management office of the Building, or at such other place as Landlord may from time to time designate in writing, in currency or a check for currency which, at the time of payment, is legal tender for private or public debts in the United States of America, base rent ("Base Rent") as set forth in Section 8 of the Summary, commencing on the applicable Rent Commencement Dates set forth in Section 7.3 of the Summary, payable in equal monthly installments as set forth in Section 8 of the Summary in advance on or before the first day of each and every month during the Lease Term, without any setoff or deduction whatsoever (except as otherwise specifically set forth in this Lease). The Base Rent for the New Premises for the first full month of the Lease Term for which Base Rent is payable hereunder, shall be paid on the applicable Rent Commencement Dates. If any rental payment date (including the Rent Commencement Dates) falls on a day of the month other than the first day of such month or if any rental payment is for a period which is shorter than one month, then the rental for any such fractional month shall be a proportionate amount of a full calendar month's rental based on the proportion that the number of days in such fractional month bears to the number of days in the calendar month during which such fractional month occurs. AH other payments or adjustments required to be made under the terms of this Lease that require proration on a time basis shall be prorated on the same basis.

ARTICLE 4.

ADDITIONAL RENT

4.1. Additional Rent. In addition to paying the Base Rent specified in Article 3 of this Lease, Tenant shall pay as additional rent "Tenant's Share" of the annual "Direct Expenses," as those terms are defined in Sections 4.2 and 4.2.3 of this Lease, respectively, which are in excess of the amount of Direct Expenses applicable to the "Base Year," as that term is defined in Section 4.2.1 of this Lease. Such additional rent, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease, shall be hereinafter collectively referred to as the "Additional Rent." The Base Rent and Additional Rent are herein collectively referred to as the "Rent." All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner, time and place as the Base Rent. Without limitation on other obligations of Tenant which shall survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive for nine (9) months after the expiration of the Lease Term.

4.2. Definitions. As used in this Article 4, the following terms shall have the meanings hereinafter set forth:

4.2.1. "Base Year" shall mean the year set forth in Section 9.1 of the Summary.

4.2.2. "Expense Year" shall mean each calendar year in which any portion of the Lease Term falls, through and including the calendar year in which the Lease Term expires.

5

4.2.3. "Direct Expenses" shall mean "Operating Expenses" and "Tax Expenses."

4.2.4. "Operating Expenses" shall mean all expenses, costs and amounts of every kind and nature, except as specifically excluded in Section 4.7 below, which Landlord shall pay during any Expense Year because of or in connection with the ownership, management, maintenance, repair, replacement, restoration or operation of the Real Property, including, without limitation, any amounts paid for (i) the cost of supplying all utilities (other than separately metered utilities billed directly to Tenant or other tenants or occupants of the Building), the cost of operating, maintaining, repairing, renovating and managing the utility systems, mechanical systems, sanitary and storm drainage systems, and any escalator and/or elevator systems, and the cost of supplies and equipment and maintenance and service contracts in connection therewith; (ii) the cost of licenses, certificates, permits and inspections and the cost of contesting the validity or applicability of any governmental enactments which may affect Operating Expenses, and the costs incurred in connection with the implementation and operation of a legally required transportation system management program or similar program; (iii) the cost of insurance carried by Landlord, in such amounts as Landlord may reasonably determine or as may be required by any mortgagees or the lessor of any underlying or ground lease affecting the Real Property and/or the Building; (iv) the cost of landscaping, relamping, and all supplies, tools, equipment and materials used in the operation, repair and maintenance of the Building; provided, that the portion of Operating Expenses relating to the items listed in this subsection 4.2.4(iv) shall not increase by more than five percent (5%) of such portion for the previous year; (v) the cost of parking area repair, restoration, and maintenance, including, but not limited to, resurfacing, repainting, restriping, and cleaning; (vi) actual and documented fees, charges and other costs, including consulting fees, legal fees and accounting fees, of all contractors engaged by Landlord or otherwise reasonably incurred by Landlord in connection with the management, operation, maintenance and repair of the Building and Real Property; (vii) any equipment rental agreements or management agreements (including the cost of any management fee and the fair rental value of any office space provided thereunder); (viii) wages, salaries and other compensation and benefits of all persons engaged in the operation, management, maintenance or security of the Building (not higher than Building Manager), and employer's Social Security taxes, unemployment taxes or insurance, and any other taxes which may be levied on such wages, salaries, compensation and benefits; provided, that if any employees of Landlord provide services for more than one building of Landlord, then a prorated portion of such employees' wages, benefits and taxes shall be included in Operating Expenses based on the portion of their working time devoted to the Building; (ix) payments under any easement, license, operating agreement, declaration, restrictive covenant, underlying or ground lease (excluding rent), or instrument pertaining to the sharing of costs by the Building; (x) operation, repair, maintenance and replacement of all "Systems and Equipment," as that term is defined in Section 4.2.5 of this Lease, and components thereof; (xi) the cost of janitorial service, alarm and security service, window cleaning, trash removal, replacement of wall and floor coverings, ceiling tiles and fixtures in lobbies, corridors, restrooms and other common or public areas or facilities (excluding tenant improvements for other tenants or occupants of the Building), maintenance and replacement of curbs and walkways, repair to roofs and re-roofing; (xii) amortization (including interest on the unamortized cost) of the cost of acquiring or the rental expense of personal property used in the maintenance, operation and repair of the Building and Real Property; and (xiii) the cost of any capital improvements or other costs (I) which are intended as a labor-saving device or to effect other economies in the operation or maintenance of the Building, or (II) made to the Building after the Lease Commencement Date that are required under any governmental law or regulation, except for capital improvements or costs to remedy a condition existing as of the date of construction of the Building which a federal, state or municipal governmental authority, if it had knowledge of such condition as of the date of construction of the Building, would have then required to be remedied pursuant to governmental laws or regulations in their form existing as of

6

the date of construction of the Building; provided, however, that if any such cost described in (I) or (II) above is a capital expenditure, such cost shall be amortized (including interest on the unamortized cost) over its useful life as Landlord shall reasonably determine. If the Building is not fully occupied during all or a portion of any Expense Year, Landlord shall make an appropriate adjustment to the variable components of Operating Expenses for such Expense Year employing sound accounting and management principles, to determine the amount of Operating Expenses that would have been paid had the Building been ninety-five percent (95%) occupied; and the amount so determined shall be deemed to have been the amount of Operating Expenses for such Expense Year. Landlord shall have the right, from time to time, to equitably allocate some or all of the Operating Expenses among different tenants of the Building (the "Cost Pools"). Such Cost Pools may include, but shall not be limited to, the office space tenants of the Building and the retail space tenants of the Building. Notwithstanding anything to the contrary set forth in this Article 4, when calculating Direct Expenses for the Base Year, Operating Expenses shall exclude market-wide labor-rate increases due to extraordinary circumstances, including, but not limited to, boycotts and strikes, and utility rate increases due to extraordinary circumstances including, but not limited to, conservation surcharges, boycotts, embargoes or other shortages.

4.2.5. "Systems and Equipment" shall mean any plant, machinery, transformers, duct work, cable, wires, and other equipment, facilities, and systems designed to supply heat, ventilation, air conditioning and humidity or any other services or utilities, or comprising or serving as any component or portion of the electrical, gas, steam, plumbing, sprinkler, communications, alarm, security, or fire/life safety systems or equipment, or any other mechanical, electrical, electronic, computer or other systems or equipment which serve the Building in whole or in part and which are not separately metered or a part of another tenant's or occupant's tenant improvements.

4.2.6. "Tax Expenses" shall mean all federal, state, county, or local governmental or municipal taxes, fees, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary (including, without limitation, real estate taxes, general and special assessments, transit taxes, leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales taxes applicable to the receipt of rent, unless required to be paid by Tenant or other tenants or occupants of the Building, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Building), which Landlord shall pay during any Expense Year because of or in connection with the ownership, leasing and operation of the Real Property or Landlord's interest therein. For purposes of this Lease, Tax Expenses shall be calculated as if the tenant improvements in the Building were fully constructed and the Real Property, the Building, and all tenant improvements in the Building were fully assessed for real estate tax purposes, and accordingly, during the portion of any Expense Year occurring during the Base Year, Tax Expenses shall be deemed to be increased appropriately. With respect to any increase or reassessment of real property taxes and assessments resulting from any sale, transfer or other change in ownership of the Building or the Project or other event which triggers a reassessment under Article XIIIA of the California Constitution (otherwise known as Proposition 13) (each, a "Prop. 13 Trigger Extent"), Tenant's responsibility to pay for Tenant's Share of any such increases or reassessments shall be limited as provided in Section 4.7(K) below. It is expressly understood and agreed that any charges to Tenant made pursuant to this Section 4.2.6 of this Lease shall not be duplicative of any other charges under this Lease.

4.2.6.1. Tax Expenses shall include, without limitation:

    (i)    Any tax on Landlord's rent, right to rent or other gross income from the Real Property or as against Landlord's business of leasing any of the Real Property (but not Landlord's income or franchise taxes);

7

    (ii)   Any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election ("Proposition 13") and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants. It is the intention of Tenant and Landlord that all such new and increased assessments, taxes, fees, levies, and charges and all similar assessments, taxes, fees, levies and charges be included within the definition of Tax Expenses for purposes of this Lease;

    (iii)   Any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the rent payable hereunder, including, without limitation, any gross income tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; and

    (iv)   Any assessment, tax, fee, levy or charge, upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises.

4.2.6.2. If in any Expense Year subsequent to the Base Year, the amount of Tax Expenses decreases, then for purposes of all subsequent Expense Years, including the Expense Year in which such decrease in Tax Expenses occurred, the Direct Expenses for the Base Year shah be decreased by an amount equal to the decrease in Tax Expenses.

4.2.6.3. Any expenses incurred by Landlord in attempting to protest, reduce or minimize Tax Expenses shall be included in Tax Expenses in the Expense Year such expenses are paid Tax refunds shall be deducted from Tax Expenses in the Expense Year they are received by Landlord. If Tax Expenses for any period during the Lease Term or any extension thereof are increased after payment thereof by Landlord for any reason, including, without limitation, error or reassessment by applicable governmental or municipal authorities, Tenant shall pay Landlord upon demand Tenant's Share of such increased Tax Expenses.

4.2.6.4. Notwithstanding anything to the contrary contained in this Section 4.2.7 (except as set forth in Sections 4.2.6.1 and 4.2.6.2, above), there shall be excluded from Tax Expenses (i) all excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord's general or net income (as opposed to rents, receipts or income attributable to operations at the Building), (ii) any items included as Operating Expenses, and (iii) any items paid by Tenant under Section 4.4 of this Lease or paid by any other tenant or occupant of the Building.

4.2.6.5. Notwithstanding anything to the contrary set forth in this Article 4, when calculating Direct Expenses for the Base Year, such Direct Expenses shall not include any increase in Tax Expenses attributable to special assessments, charges, costs, or fees, or due to modifications or changes in governmental laws or regulations, including, but not limited to, the institution of a split tax roll.

4.2.7. "Tenant's Share" shall mean the percentage set forth in Section 9.2 of the Summary. Tenant's Share was calculated by multiplying the number of rentable square feet of the Premises by 100 and dividing the product by the total rentable square feet in the Building. The rentable square feet in the Premises and Building is measured pursuant to the Standard Method for Measuring

8

Floor Area in Office Buildings, ANSI Z65.1 – 1980 ("BOMA"), provided that tile rentable square footage of the Building shall include all of, and the rentable square footage of the Premises therefore shall include a portion of, the square footage of the ground floor common areas located within the Building and the common area and occupied space of the portion of the Building, dedicated to the service of the Building. In the event either the rentable square feet of the Premises and/or the total rentable square feet of the Building is changed, Tenant's Share shall be appropriately adjusted, and, as to the Expense Year in which such change occurs, Tenant's Share for such year shall be determined on the basis of the number of days during such Expense Year that each such Tenant's Share was in effect.

4.3.  Calculation and Payment of Additional Rent.

4.3.1. Calculation of Excess. If for any Expense Year ending or commencing within the Lease Term, Tenant's Share of Direct Expenses for such Expense Year exceeds Tenant's Share of Direct Expenses for the Base Year, then Tenant shall pay to Landlord, in the manner set forth in Section 4.3.2, below, and as Additional Rent, an amount equal to the excess (the "Excess").

4.3.2. Statement of Actual Direct Expenses and Payment by Tenant. Landlord shall endeavor to give to Tenant on or before the first day of April following the end of each Expense Year, a statement (the "Statement") which shall state the Direct Expenses incurred or accrued for such preceding Expense Year, and which shall indicate the amount, if any, of any Excess. Upon receipt of the Statement for each Expense Year ending during the Lease Term, if an Excess is present, Tenant shall pay, with its next installment of Base Rent due, the full amount of the Excess for such Expense Year, less the amounts, if any, paid during such Expense Year as "Estimated Excess," as that term is defined in Section 4.3.3 of this Lease. The failure of Landlord to timely furnish the Statement for any Expense Year shall not prejudice Landlord from enforcing its rights under this Article 4. Even though the Lease Term has expired and Tenant has vacated the Premises, when the final determination is made of Tenant's Share of the Direct Expenses for the Expense Year in which this Lease terminates, if an Excess is present, Tenant shall immediately pay to Landlord an amount as calculated pursuant to the provisions of Section 4.3.1 of this Lease. The provisions of this Section 4.3.2 shall survive the expiration or earlier termination of the Lease Term.

4.3.3. Statement of Estimated Direct Expenses. In addition, Landlord shall endeavor to give Tenant a yearly expense estimate statement (the "Estimate Statement") which shall set forth Landlord's reasonable estimate (the "Estimate") of what the total amount of Direct Expenses for the then-current Expense Year shall be and the estimated Excess (the "Estimated Excess") as calculated by comparing Tenant's Share of Direct Expenses, which shall be based upon the Estimate, to Tenant's Share of Direct Expenses for the Base Year. The failure of Landlord to timely furnish the Estimate Statement for any Expense Year shall not preclude Landlord from enforcing its rights to collect any Estimated Excess under this Article 4. If pursuant to the Estimate Statement an Estimated Excess is calculated for the then-current Expense Year, Tenant shall pay, with its next installment of Base Rent due, a fraction of the Estimated Excess for the then-current Expense Year (reduced by any amounts paid pursuant to the last sentence of this Section 4.3.3). Such fraction shall have as its numerator the number of months which have elapsed in such current Expense Year to the month of such payment, both months inclusive, and shall have twelve (12) as its denominator. Until a new Estimate Statement is furnished, Tenant shall pay monthly, with the monthly Base Rent installments, an amount equal to one-twelfth (¹/12) of the total Estimated Excess set forth in the previous Estimate Statement delivered by Landlord to Tenant.

4.4. Taxes and Other Charges for Which Tenant Is Directly Responsible. Tenant shall reimburse Landlord upon demand for any and all taxes or assessments required to be paid by Landlord (except to the extent included in Tax Expenses by Landlord), excluding state, local and federal personal or

9

corporate income taxes measured by the net income of Landlord from all sources and estate and inheritance taxes, whether or not now customary or within the contemplation of the parties hereto, when:

4.4.1. Said taxes are measured by or reasonably attributable to the cost or value of Tenant's equipment, furniture, fixtures and other personal property located in the Premises; or

4.4.2. Said taxes are assessed upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion of the Real Property (including the Building Parking Facility).

4.4.3. Said taxes are assessed upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises; or

4.4.4. Said assessments are levied or assessed upon the Real Property or any part thereof or upon Landlord and/or by any governmental authority or entity, and relate to the construction, operation, management, use, alteration or repair of mandatory mass transit improvements.

4.5. Method of Allocation. The parties acknowledge that the Building is a part of a multi-building project and that the costs and expenses incurred in connection with the Real Property (i.e., the Direct Expenses) should be shared between the tenants of the Building and the tenants of the other buildings of the Real Property. Accordingly, as set forth in Section 4.2 above, Direct Expenses (which consists of Operating Expenses and Tax Expenses) are determined annually for the Real Property as a whole, and a portion of the Direct Expenses, which portion shall be determined by Landlord on an equitable basis, shall be allocated to the tenants of the Building (as opposed to the tenants of any other buildings of the Real Property) and such portion shall be the Building Direct Expenses for purposes of this Lease. Such portion of Direct Expenses allocated to the tenants of the Building shall include all Direct Expenses attributable solely to the Building and an equitable portion of the Direct Expenses which are not attributable solely to the Building or the adjacent building on the Real Property, but rather are attributable to the Real Property as a whole.

4.6. Landlord's Books and Records. Within thirty (30) days after notice from Tenant (given within one (1) year after receipt of any Statement), provided that Tenant is not then in default after the applicable cure period has lapsed under this Lease, if Tenant disputes the amount of Additional Rent set forth in the Statement, Tenant shall give written notice to Landlord, and an independent certified public accountant (which accountant is a member of a nationally recognized accounting firm) designated by Tenant and approved by Landlord (which approval shall not he unreasonably withheld) (the "Independent CPA") shall inspect Landlord's records at Landlord's offices at Tenant's expense; provided, however, that if the actual amount of Direct Expenses as determined by such Independent CPA is less than ninety-five percent (95%) of the amount of Direct Expenses as set forth in the Statement, then Landlord shall pay the costs associated with such inspection. If the Independent CPA determines an error was made in the calculation of Direct Expenses from the Statement, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other as are determined to be owing. Any reimbursement amounts determined to be owing by Landlord to Tenant or by Tenant or Landlord shall be (i) in the case of amounts owing from Tenant to Landlord paid within thirty (30) days following such determination, and (ii) in the case of amounts owing from Landlord to Tenant, credited against the next payment of Base Rent due Landlord under the terms of this Lease, or if the Lease Term has expired, within thirty (30) days of such determination. Landlord shall be required to maintain records of all Direct Expenses and other rent adjustments for the entirety of the one-year period ("Review Period") following Landlord's delivery to Tenant of each Statement setting forth Tenant's Share of Direct Expenses. The payment by Tenant of any amounts pursuant to this Article 4 shall not preclude Tenant from questioning the correctness of any Statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto prior to the expiration of the Review Period shall be conclusively deemed Tenant's approval of the Statement.

10

4.7. Exclusions from Direct Expenses. Notwithstanding anything in the definition of Direct Expenses in the Lease to the contrary, Direct Expenses shall not include the following, except to the extent specifically permitted by a specific exception to the following:

(A) wages, salaries or fees or other sums paid to or on account of off-site administrative or executive personnel of Landlord (except for management fees payable to Landlord's property manager);

(B) cost of repairs or replacements incurred by reason of fire, earthquake or other casualty, to the extent that Landlord is reimbursed by insurance proceeds;

(C) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for services in the Building to the extent of same exceeds the costs of such services if rendered by unaffiliated third parties on a competitive basis;

(D) rentals and other related expenses (unless such costs would otherwise be charges for repair and maintenance of equipment) incurred in the capital leasing of air conditioning systems, elevators or other equipment ordinarily considered to be of a capital nature (except equipment which is used in providing janitorial or similar services and which is not affixed to the Building);

(E) depreciation of the Building other than routine maintenance and repair;

(F) costs of items considered as capital repairs, replacements, and improvements, equipment under generally accepted accounting principles consistently applied or otherwise, except for the cost of any capital improvements or other costs of a capital nature expressly permitted under Section 4.2.4 above;

(G) any costs incurred for compliance with any legal requirements relating to the Building or the Premises in effect and enforced prior to the Lease Commencement Date, in excess of any reduction in operating costs occasioned by such compliance to the benefit of Tenant;

(H) expenses in connection with services or other benefits which are not provided to Tenant but which are provided to another tenant or occupant of the Building;

(I) any reserves established prospectively by Landlord for deferred maintenance or other items;

(J) sales and other costs of transactions including financing, leasing the Building or any portion thereof, and tenant disputes unrelated to operation or maintenance of the Building but excluding taxes occasioned by reassessment; and

(K) with respect to any increase or reassessment of real property taxes and assessments resulting from a Prop. 13 Trigger Event, Tenant's responsibility to pay for Tenant's Share of any such increases or reassessments shall be as follows: In the case of a Prop. 13 Trigger Event occurring during the first Lease Year, Tenant shall pay zero percent (0%) of the amount of additional rent which Tenant would otherwise have had to pay, as a result of such Prop. 13 Trigger Event. In the case of a Prop. 13 Trigger Event occurring during the second (2nd) Lease Year, Tenant shall pay twenty-five percent (25%) of the amount of additional rent which Tenant would otherwise have had to pay as a result of such Prop. 13 Trigger Event. In the case of a Prop. 13 Trigger Event occurring during the third (3rd) Lease Year, Tenant shall pay fifty percent (50%) of the amount of additional rent which Tenant shall have otherwise have had to pay as a result of such Prop. 13 Trigger Event. In the case of a Prop. 13 Trigger Event occurring during the fourth (4th) Lease Year, Tenant shall pay seventy-five percent (75%) of the amount of additional rent which Tenant shall have otherwise have had to pay as a result of such Prop. 13 Trigger Event. In the case of a Prop. 13 Trigger Event occurring during the fifth (5th) Lease Year, or any subsequent year, Tenant shall pay one hundred percent (100%) of the amount of additional rent which Tenant

11

would otherwise have had to pay as a result of such Prop. 13 Trigger Event. The limitation set forth in this Section 4.7(K) shall in no way limit Tenant's responsibility to pay for Tenant's Share of any increases or reassessments resulting from a Prop. 13 Trigger Event after the Cutoff Date that are attributable to the period after the Cutoff Date or any increases in any other Tax Expenses at any time during the Lease Term which do not result from a Prop. 13 Trigger Event.

ARTICLE 5.

USE OF PREMISES

    Tenant shall use the Premises for the sole purpose of the conduct of Tenant's business and for general executive and administrative business office purposes and for no other purpose or purposes whatsoever. The term "conduct of Tenant's business" shall mean only full service computerized ticketing for entertainment or other events with telephone ordering systems and telemarketing which may include the telephone sale of merchandise (as such activities may change due to technological changes or other changes in the telemarketing industry) on a 24 hour, 7 day per week basis. Landlord acknowledges that this expressed use shall not result in any increase in insurance costs which would be charged to Tenant. Tenant expressly understands and agrees that it shall not engage in the on-site retail sale of entertainment or other special event tickets and that such activity shall be a material breach of this Lease. Tenant further covenants and agrees that it shall not use, or suffer or permit any person or persons to use, the Premises or any part thereof for any use or purpose contrary to the provisions of Exhibit D, attached hereto, or in violation of the laws of the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Building. Tenant shall comply with all recorded covenants, conditions, and restrictions, and the provisions of all ground or underlying leases, now or hereafter affecting the Real Property to the extent Tenant has received prior written notice of same. Tenant shall not use or allow another person or entity to use any part of the Premises for the storage, use, treatment, manufacture or sale of "Hazardous Material," as that term is defined in Section 29.29 of this Lease. Landlord acknowledges, however, that Tenant will maintain products in the Premises which are incidental to the operation of its offices, such as photocopy supplies, secretarial supplies and limited janitorial supplies, which products contain chemicals which are categorized as Hazardous Material. Landlord agrees that the use of such products in the Premises in compliance with all applicable laws and in the manner in which such products are designed to be used shall not be a violation by Tenant of this Article 5.

ARTICLE 6.

SERVICES AND UTILITIES

6.1. Standard Tenant Services. Landlord shall provide the following services on all days during the Lease Term, unless otherwise stated below.

6.1.1. Subject to all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide heating and air conditioning when necessary for normal comfort for normal office use in the Premises, which shall provide temperatures within the Premises consistent with those specifically provided in comparable first class office buildings in the Mid-Wilshire district of Los Angeles, California, from Monday through Friday, during the period from 8:00 a.m. to 6:00 p.m., and on Saturday during the period from 8:00 a.m. to 1:00 p.m., except for the date of observation of New Year's Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and other locally or nationally recognized holidays (collectively, the "Holidays") at which times Landlord shall make such services available at Landlord's then standard after-hours rates.

12

6.1.2. Landlord shall provide adequate electrical wiring and facilities and power for normal general office use as reasonably determined by Landlord.

6.1.3. Landlord shall provide city water from the regular Building outlets for drinking, lavatory and toilet purposes.

6.1.4. Landlord shall provide janitorial services five (5) days per week, except the date of observation of the Holidays, in and about the Premises and window washing services in a manner consistent with other comparable buildings in the vicinity of the Building.

6.1.5. Landlord shall provide nonexclusive automatic passenger elevator service at all times.

6.1.6. Landlord shall provide nonexclusive freight elevator service subject to scheduling by Landlord.

6.2. Overstandard Tenant Use; Separate Meter. Tenant shall not, without Landlord's prior written consent, use heat-generating machines, machines other than normal fractional horsepower office machines, or equipment or lighting other than building standard lights in the Premises, which may affect the temperature otherwise maintained by the air conditioning system or increase the water normally furnished for the Premises by Landlord pursuant to the terms of Section 6.1 of this Lease. At Landlord's election, Landlord may separately meter the Premises for utilities, including without limitation, HVAC, water, gas and electricity, and Tenant shall pay, at Landlord's election, either directly to the provider thereof or to Landlord, within ten (10) days after billing, the cost of Tenant's consumption and of maintenance of equipment which is installed in order to meter such consumption, at Landlord's "Actual Cost". The term "Actual Cost" shall mean the actual out-of-pocket incremental extra costs to Landlord to provide additional services or utilities without markup for profit, overhead, depreciation or administrative costs. All such costs shall be prorated among all tenants then requesting or needing additional services or utilities during such time periods. The parties stipulate that the Actual Cost for after-hours HVAC is currently $120 per hour, and such cost may be increased by Landlord to reflect any increase in Actual Costs incurred by the Landlord. Landlord acknowledges that Tenant's current electrical usage in the Original Premises as of the date of this Lease is not excessive. The parties acknowledge that as of the date of this Lease Tenant has installed in the Original Premises: (i) a separately metered HVAC system consisting of two (2) separate HVAC units (the "Computer HVAC System"), located on the 6th floor of the Building that provides twenty-four (24) hour HVAC service to Tenant's computer room and Automatic Call Director rooms on the 6th and 7th floors of the Premises, (ii) an Uninterruptible Power Supply System ("UPS System"), and (iii) an Emergency Generator System. Landlord and Tenant agree that Tenant shall maintain and repair the Computer HVAC System, UPS System and Emergency Generator System during the Lease Term, as the same may be extended, at Tenant's sole cost and expense.

6.3. Interruption of Use. Except as specifically set forth in this Lease, Tenant agrees that Landlord shall not be liable for damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service (including telephone and telecommunication services), or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, replacements, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort to do so, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord's reasonable control; and except as specifically provided elsewhere in this Lease, such failures or delays or diminution shall never be deemed to constitute an eviction or disturbance of Tenant's use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Furthermore, Landlord shall not be liable under any circumstances for a loss of, or injury to, property or for injury to, or interference with, Tenant's business, including, without limitation, loss of profits, occurring through no fault of Landlord, through or in connection with or incidental to a failure to furnish any of the services or utilities as set forth in

13

this Article 6. Nothing in this Section 6.3 shall be construed to relieve Landlord from any duty to repair and maintain the Building undertaken by Landlord under this Lease.

6.4. Additional Services. Landlord shall also have the exclusive right, but not the obligation, to provide any additional services which may be required by Tenant, including, without limitation, locksmithing, additional janitorial service, and additional repairs and maintenance, provided that Tenant shall pay to Landlord within thirty (30) days billing, the sum of all costs to Landlord of such additional services. Charges for any service for which Tenant is required to pay from time to time hereunder, shall be deemed Additional Rent hereunder and shall be billed on a monthly basis.

6.5. Conference Room Facility. The parties acknowledge that Landlord currently has a conference room facility located on the eleventh (11th) floor of the Building (the "Conference Room") which is available for use by all tenants of the Project, at a usage fee established by Landlord in Landlord's sole and absolute discretion. So long as Landlord maintains the Conference Room for non-exclusive use by tenants of the Project, Tenant shall have the right to use the Conference Room for general meeting and other related purposes for up to thirty-six (36) hours per year. Such right to use the Conference Room shall be subject to availability, as determined by Landlord, and to all such rules and regulations regarding use of the Conference Room as Landlord may impose. Tenant acknowledges that any usage of the Conference Room after Business Hours will be without any HVAC service, unless specific arrangements are made by Tenant with Landlord for HVAC usage. In the event HVAC services are provided to the Conference Room after Business Hours, Tenant shall be charged the then-standard rates being charged by Landlord to other tenants in the Building for after Business Hours HVAC usage. Landlord makes no representation or warranty to Tenant that Landlord will continue to provide the Conference Room throughout the Lease Term or that the Conference Room will be available for use by Tenant at any particular time or from time to time.

ARTICLE 7.

REPAIRS

    Except as specifically provided in this Lease to the contrary, subject to the provisions of Article 4 above, Landlord shall keep the structural portions of the Building and the Premises, including the water lines, plumbing, HVAC, electrical systems and other systems of the Building, maintained and in a state of good repair consistent with that typically maintained by comparable office buildings in the Mid-Wilshire district of Los Angeles, California. Subject to Landlord's obligations under the first sentence of this Article 7, at all times during the Lease Term, Tenant shall, at Tenant's own expense, keep the Premises, including all improvements, fixtures and furnishings therein, in good order, repair and condition at all times during the Lease Term. In addition, Tenant shall, at Tenant's own expense but under the supervision and subject to the prior approval of Landlord, and within any reasonable period of time specified by Landlord, promptly and adequately repair all damage to the interior (non-structural) portions of the Premises and replace or repair all damaged or broken fixtures and appurtenances; provided however, that, at Landlord's option, or if Tenant fails to make such repairs, Landlord may, but need not, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building, but in no event to exceed five percent (5%)) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make such repairs, alterations, improvements and additions to the Premises or to the Building or to any equipment located in the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree. Tenant hereby waives and releases its right to make repairs at Landlord's expense under Sections 1941 and 1942 of the California Civil Code; or under any similar law, statute, or ordinance now or hereafter in effect.

14

ARTICLE 8.

ADDITIONS AND ALTERATIONS

8.1. Landlord's Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the "Alterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than thirty (30) days prior to the commencement thereof, and which consent shall not be unreasonably withheld or delayed by Landlord. However, it is expressly understood and agreed that Landlord may refuse consent to any Alteration which affects the structure of the Building or the exterior of the Building without regard to any standard of reasonableness. With respect to any Alteration which affects the electrical, HVAC or mechanical systems of the Building, Landlord shall be reasonable in refusing or denying consent and in no event shall Landlord be required to give consent if Landlord incurs a cost as a result of such Alteration by Tenant, or such Alteration requires an increase in the power or other existing capacities of the Building electrical, HVAC or mechanical systems unless Tenant agrees to pay for such costs. For purposes of this Section 8.1, it is expressly understood and agreed that if Landlord delays consent for more than ten (10) days after Landlord has received the plans and specifications for such alterations and improvements in a form sufficiently detailed to obtain building permits, then such delay shall be deemed unreasonable. With respect to any repair of any existing item located within the Premises which malfunctions or requires replacement because it is broken, and which does not involve the upgrading or enhancement of such item, and such repair or replacement is in the ordinary course of Tenant's business and necessary to its continued operation, then Tenant need not get Landlord's prior written consent for such repair or replacement but shall notify Landlord so that Landlord may post a notice of non-responsibility. No such notice or consent shah be required for the repair or replacement of Tenant's trade fixtures. The Premises shall be initially improved as provided in and subject to, the Work Letter attached hereto as Exhibit B and made a part hereof.

8.2. Manner of Construction. Landlord may impose, as a condition of its consent to all Alterations or repairs of the Premises or about the Premises, such requirements as Landlord in its sole discretion may deem desirable, including, but not limited to, the requirement that upon Landlord's request, Tenant shall, at Tenant's expense, remove such Alterations upon the expiration or any early termination of the Lease Term (provided that Tenant shall not be required to remove any Alterations which are customary and typical for business office operations subject to Section 8.4 below), and/or the requirement that Tenant utilize for such purposes only contractors, materials, mechanics and materialmen reasonably selected by Landlord. In any event, a contractor of Landlord's selection shall perform all mechanical, electrical, plumbing, structural, and heating, ventilation and air conditioning work, and such work shall be performed at Tenant's cost. Tenant shall construct such Alterations and perform such repairs in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance and pursuant to a valid building permit, issued by the city in which the Building is located, in conformance with Landlord's construction rules and regulations. Landlord's approval of the plans, specifications and working drawings for Tenant's Alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or the common areas for any other tenant of the Building, and as not to obstruct the business of Landlord or other tenants in the Building, or interfere with the labor force working in the Building. In the event that Tenant makes any Alterations, Tenant agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 10 of this Lease immediately upon completion thereof. In addition, Landlord may, in its discretion, require

15

Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee. Upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Building management office a reproducible copy of the "as built" drawings of the Alterations.

8.3. Payment for Alterations. In the event Tenant orders any Alteration or repair work directly from Landlord, or from the contractor selected by Landlord, the charges for such work shall be deemed Additional Rent under this Lease, payable upon billing therefor, either periodically during construction or upon the substantial completion of such work, at Landlord's option. Upon completion of such work, Tenant shall deliver to Landlord, if payment is made directly to contractors, evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials. Whether or not Tenant orders any work directly from Landlord, Tenant shall pay to Landlord a percentage of the cost of such work (such percentage, which shall vary depending upon whether or not Tenant orders the work directly from Landlord, to be established on a uniform basis for the Building, but in no event to exceed five percent (5%)) sufficient to compensate Landlord for all overhead, general conditions, fees and other costs and expenses arising from Landlord's involvement with such work.

8.4. Landlord's Property. All Alterations, improvements, fixtures and/or equipment other than Tenant's personal property, fixtures, workstations and equipment which may be installed or placed in or about the Premises, and all signs installed in, on or about the Premises, from time to time, shall be at the sole cost of Tenant and shall be and become the property of Landlord, except that Tenant may remove any of Tenant's Alterations, improvements, fixtures and/or equipment, provided Tenant repairs any damage to the Premises and Building caused by such removal. Furthermore, if Landlord, as a condition to Landlord's consent to any Alteration, requires that Tenant remove any Alteration upon the expiration or early termination oftbe Lease Term, Landlord may, by written notice to Tenant prior to the end of the Lease Term, or given upon any earlier termination of this Lease, require Tenant at Tenant's expense to remove such Alterations and to repair any dam age to the Premises and Building caused by such removal. If Tenant fails to complete such removal and/or to repair any damage caused by the removal of any Alterations, Landlord may do so and may charge the cost thereof to Tenant. Tenant hereby indemnifies and holds Landlord harmless from any liability, cost, obligation, expense or claim of lien in any manner relating to the installation, placement, removal or financing of any such Alterations, improvements, fixtures and/or equipment in, on or about the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord's agents, employees or contractors.

8.5. Antennae/Satellite Dish. The parties hereby acknowledge that Tenant has a parabolic satellite dish (the "Dish") on the roof of the Building. Subject to approval by all applicable governmental authorities, so long as this Lease is in full force and effect and Tenant is not in default under the terms, covenants and conditions of this Lease beyond the applicable cure period, Landlord grants to Tenant and its agents and contractors, the right to maintain and operate the Dish, and related equipment, including cables from the exterior of the Dishes to equipment inside the Premises necessary for the operation of the Dish, in its current location on the roof of the Building, at Tenant's sole cost and expense. In no event shall the Dish be more than six feet (6') in diameter. Landlord may impose such reasonable requirements as to color and/or architectural treatment to mask the Dish to Landlord's reasonable satisfaction. The Dish and all supporting frames and structures shall be painted in a color of Landlord's choice and shall bear no advertising material or wording of any sort. The maintenance and operation of the Dish shall be in accordance with the provisions of this Lease and shall be performed at Tenant's sole cost and expense. Tenant will ensure that the Dish, and each part of it, is maintained in accordance with all federal, state and local rules and building codes. Tenant will obtain, at its sole cost

16

and expense, all Federal Communications Commission and other licenses or approvals required to install and operate the Dish and shall repair any and all damage to the Premises (including, but not limited to, the roof of the Building) caused as a result of Tenant's installation of the Dish. The Dish is and shall remain the property of Tenant or Tenant's assignee, transferee or sublessee, and Landlord and Tenant agree that the Dish is not, and installation of the Dish at the Premises shall not cause the Dish to become, a fixture pursuant to this Lease or by operation of law. Tenant shall not be entitled to receive any income from any third-party individual or entity for the use of the Dish. Tenant shall be responsible for the operation, repair and maintenance of the Dish during the term of this Lease, at Tenant's sole cost and expense, and upon the expiration or other termination of this Lease, Tenant shall remove said Dish and repair any and all damage to the Premises (including, but not limited to, the roof of the Building) caused as a result of such removal. Tenant shall use the roof solely for the operation ofthe Dish as set forth herein and for no other purposes. Tenant agrees to operate the Dish in such a manner so as not to interfere with or impair the operation of other antennae or telecommunication equipment of Landlord or other tenants or occupants of the Project. If Tenant's use of the Dish shall cause such interference or impairment, Tenant shall, at its sole cost and expense, promptly eliminate such condition by relocating the Dish or otherwise. In the event Landlord repairs or replaces the roof during the term of this Lease, Tenant will remove the Dish from the roof at Tenant's sole cost upon receipt of written request from Landlord. Tenant shall be able to place the Dish on the roof, at Tenant's sole cost and expense, after Landlord completes repairing or replacing the roof which Landlord shall pursue in a reasonably diligent manner. Landlord may have its representative present at the removal, relocation or any reinstallation of the Dish. It is expressly understood that Tenant's right to have installed, operate and maintain the Dish is a non-exclusive right and Landlord shall continue to have the right to grant similar licenses or rights to other tenants of the Building or any other persons at Landlord's sole discretion, to install, operate and maintain other satellite dishes, radio or microwave equipment; however, in no event shall Landlord or any other tenant have the right to use Tenant's Dish. Tenant specifically understands and agrees that Landlord has made no representation as to the suitability of the Building or any of its systems to the conduct or operation of the Dish for the purposes stated herein. Landlord shall have no liability for any signal disruption caused by any malfunction of any cables within the Building necessary for the operation of the Dish or by the malfunction of any mechanical, electrical or other system of the Building.

    Landlord assumes no liability or responsibility for interference with the Dish caused by other tenants placing similar equipment on the roof of their premises. The Dish shall be included within the coverage of all insurance policies required to be maintained by Tenant under this Lease and Tenant shall obtain at its cost all permits required by governmental authorities for the Dish. The Dish shall be used solely in connection with the business operations in the Premises, and shall not be used by any party who is not an occupant or tenant of the Premises.

    Tenant agrees to indemnify and hold Landlord its agents, and employees, harmless from any and all claims or damages which may arise by reason of any work done by Tenant, its employees, agents and contractors in connection with any modifications to the installation, operation, maintenance, or removal of the Dish and any supporting framework or structure or other equipment on the rooftop of the Building or in the conduit for the cable connecting the Dish and the Premises except for claims for damages resulting from the negligent or wrongful acts or omissions of the Landlord, its agents or employees. Tenant further agrees to defend any cause of action, claim or damage against Landlord which may arise out of the undertakings by Tenant on the roof of the Building pursuant to this Section 8.5. The rights provided to the Tenant are unique to the original Tenant named in this Lease and may not be assigned or otherwise transferred in any manner.

17

ARTICLE 9.

COVENANT AGAINST LIENS

    Tenant has no authority or power to cause or permit any lien or encumbrance of any kind whatsoever, whether created by act of Tenant, operation of law or otherwise, to attach to or be placed upon the Real Property, Building or Premises, and any and all liens and encumbrances created by Tenant shall attach to Tenant's interest only. Landlord shall have the right at all times to post and keep posted on the Premises any notice which it deems necessary for protection from such liens. Tenant covenants and agrees not to suffer or permit any lien of mechanics or materialmen or others to be placed against the Real Property, the Building or the Premises with respect to work or services claimed to have been performed for or materials claimed to have been furnished to Tenant or the Premises, and, in case of any such lien attaching or notice of any lien, Tenant covenants and agrees to cause it to be bonded over or to be immediately released and removed of record. Notwithstanding anything to the contrary set forth in this Lease, in the event that such lien is not released and removed on or before the date occurring five (5) days after notice of such lien is delivered by Landlord to Tenant, Landlord, at its sole option, may immediately take all action necessary to release and remove such lien, without any duty to investigate the validity thereof, and all sums, costs and expenses, including reasonable attorneys' fees and costs, incurred by Landlord in connection with such lien shall be deemed Additional Rent under this Lease and shall immediately be due and payable by Tenant.

ARTICLE 10.

INSURANCE

10.1. Indemnification and Waiver. Landlord, its partners and their respective officers, agents, servants, employees, and independent contractors (collectively, "Landlord Parties") shall not be liable for any damage either to person or property orresulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant, except to the extent caused by the negligence or willful misconduct of the Landlord Panics. Tenant shall indemnify, defend, protect, and hold harmless Landlord Parties from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys' fees) incurred in connection with or arising from the negligence or wilful misconduct of Tenant, its partners, and their respective officers, agents, servants, employees, and independent contractors (collectively, "Tenant Parties") or any cause in, on or about the Premises either prior to, during, or after the expiration of the Lease Term, provided that the terms of the foregoing indemnity shall not apply to the gross negligence or wilful misconduct of Landlord Parties. Landlord shall indemnify, defend, protect, and hold harmless Tenant, its partners, and their respective officers, agents, servants, employees, and independent contractors (collectively, "Tenant Parties") from any and all loss, cost, damage, expense and liability (including without limitation reasonable attorneys' fees) arising from the negligence or wilful misconduct of Landlord in, on or about the Project, except to the extent caused by the negligence or wilful misconduct of the Tenant Parties. Notwithstanding anything to the contrary set forth in this Lease, either party's agreement to indemnify the other party as set forth in this Section 10.1 shall be ineffective to the extent the matters for which such party agreed to indemnify the other party are covered by insurance required to be carried by the non-indemnifying party pursuant to this Lease. Further, Tenant's agreement to indemnify Landlord and Landlord's agreement to indemnify Tenant pursuant to this Section 10.1 are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried pursuant to the provisions of this Lease, to the extent such policies cover, or if carried, would have covered the matters, subject to the parties' respective indemnification obligations; nor shall they supersede any inconsistent agreement of the parties set forth in any other provision of this Lease. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any claims or liability occurring prior to such expiration or termination.

18

10.2. Tenant's Compliance with Landlord's Fire and Casualty Insurance. Tenant shall, at Tenant's expense, comply as to the Premises with all insurance company requirements pertaining to the use of the Premises. Landlord shall, at Landlord's expense, comply as to the Building with all insurance requirements pertaining to Landlord's ownership of the Building. If Tenant's conduct or use of the Premises causes any increase in the premium for such insurance policies, then Tenant shall reimburse Landlord for any such increase. Landlord acknowledges that Tenant's current use of the Premises is not a reason for an increase in Landlord's insurance premiums. Tenant, at Tenant's expense, shall comply with all rules, orders, regulations or requirements of Landlord's insurance policies to the extent Tenant has notice thereo.

10.3. Tenant's Insurance. Tenant shall maintain the following coverages in the following amounts.

10.3.1. Commercial General Liability Insurance covering the insured against claims of bodily injury, personal injury and property damage arising out of Tenant's operations, assumed liabilities or use of the Premises, including a Broad Form Commercial General Liability endorsement covering the insuring provisions of this Lease and the performance by Tenant of the indemnity agreements set forth in Section 10.1 of this Lease, for limits of liability not less than:

Bodily Injury and	$3,000,000 each occurrence
Property Damage Liability	$3,000,000 each occurrence
Personal Injury Liability	$3,000,000 each occurrence $3,000,000 annual aggregate 0% Insured's participation

10.3.2. Physical Damage Insurance covering (i) all office furniture, trade fixtures, office equipment, merchandise and all other items of Tenant's property on the Premises installed by, for, or at the expense of Tenant, (ii) the improvements which exist in the Premises as of the Lease Commencement Date (the "Original Improvements"), and (iii) all other improvements, alterations and additions to the Premises, including any improvements, alterations or additions installed at Tenant's request above the ceiling of the Premises or below the floor of the Premises. Such insurance shall be written on an "all risks" of physical loss or damage basis, for the full replacement cost value new without deduction for depreciation of the covered items and in amounts that meet any co-insurance clauses of the policies of insurance and shall include a vandalism and malicious mischief endorsement, sprinkler leakage coverage and earthquake sprinkler leakage coverage.

10.3.3. Form of Policies. The minimum limits of policies of insurance required of Tenant under this Lease shall in no event limit the liability of Tenant under this Lease. Such insurance shall (i) name Landlord, and any other party it so specifies, as an additional insured; (ii) specifically cover the liability assumed by Tenant under this Lease, including, but not limited to, Tenant's obligations under Section 10.1 of this Lease; (iii) be issued by an insurance company having a rating of not less than A-VII in Best's Insurance Guide or which is otherwise acceptable to Landlord and licensed to do business in the state in which the Building is located; (iv) be primary insurance as to all claims thereunder and provide that any insurance carried by Landlord is excess and is noncontributing with any insurance requirement of Tenant; (v) provide that said insurance shall not be canceled or coverage changed unless thirty (30) days' prior written notice shall have been given to Landlord and any mortgagee or ground or underlying lessor of Landlord; and (vi) contain a cross-liability endorsement or severability of interest clause acceptable to Landlord. Tenant may obtain the insurance coverage required under this Article 10 in the form of a blanket insurance policy. Tenant shall deliver said policy or policies or certificates thereof to Landlord on or before the Lease Commencement Date and at least thirty (30) days before the expiration dates thereof. In the event Tenant shall fail to procure such insurance, or to deliver such policies or

19

certificate, Landlord may, at its option, procure such policies for the account of Tenant, and the cost thereof shall be paid to Landlord as Additional Rent within five (5) days after delivery to Tenant of bills therefor.

10.4. Subrogation. Landlord and Tenant agree to have their respective insurance companies issuing property damage insurance waive any rights of subrogation that such companies may have against Landlord or Tenant, as the case may be, so long as the insurance carried by Landlord and Tenant, respectively, is not invalidated thereby. As long as such waivers of subrogation are contained in their respective insurance policies, Landlord and Tenant hereby waive any right that either may have against the other on account of any loss or damage to their respective property to the extent such loss or damage is insurable under policies of insurance for fire and all risk coverage, theft, public liability, or other similar insurance.

10.5. Additional Insurance Obligations. The limits of policies of insurance required of Tenant and Landlord under this Lease shall never be decreased, but shall be increased in accordance with increases, if any, necessary to maintain policy limits from time to time customary and usual for a comparable first class office building in Los Angeles. Additionally, Tenant shall carry and maintain during the entire Lease Term, at Tenant's sole cost and expense, such other reasonable types of insurance coverage and in such reasonable amounts covering the Premises and Tenant's operations therein, as are customary and usual for a comparable first class office building in Los Angeles and required by Landlord of other tenants in the Building.

10.6. Landlord's Insurance. Landlord shall carry public liability and contractual indemnity insurance in the amount of at least $3,000,000 combined single limit coverage and fire and extended coverage for additional perils in the amount of at least $3,000,000.

ARTICLE 11.

DAMAGE AND DESTRUCTION

11.1. Repair of Damage to Premises by Landlord. Tenant shall promptly notify Landlord of any damage to the Premises resulting from fire or any other casualty. If the Premises or any common areas of the Building serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, and subject to all other terms of this Article 11, restore the Base, Shell, and Core of the Premises and improvements to the Building not built by or for a tenant (collectively, the "Base, Shell and Core") and such common areas. Such restoration shall be to substantially the same condition of the Base, Shell, and Core and common areas prior to the casualty, except for modifications required by zoning and building codes and other laws or by the holder of a mortgage on the Building, or the lessor of a ground or underlying lease with respect to the Real Property and/or the Building, or any other modifications to the common areas deemed desirable by Landlord, provided access to the Premises and any common restrooms serving the Premises shall not he materially impaired. Notwithstanding any other provision of this Lease, upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant's insurance required under Section 10.3 of this Lease, and Landlord shall repair any injury or damage to the Original Improvements installed in the Premises and shall return such Original Improvements to their original condition; provided that if the cost of such repair by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's repair of the damage. In connection with such repairs and replacements, Tenant shall, prior to the commencement of construction, submit to Landlord, for Landlord's review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work. Such submittal of plans and construction of improvements shall be performed in substantial compliance with the terms of the Work Letter as

20

though such construction of improvements were the initial construction of the Tenant Improvements. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or common areas necessary to Tenant's occupancy, and if such damage is not the result of the negligence or wilful misconduct of Tenant or Tenant's employees, contractors, licensees, or invitees, Landlord shall allow Tenant a proportionate abatement of Rent to the extent Landlord is reimbursed from the proceeds of rental interruption insurance purchased by Landlord as part of Operating Expenses, during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof.

11.2. Landlord's Option to Repair. Notwithstanding the terms of Section 11.1 of this Lease, Landlord may elect not to rebuild and/or restore the Premises and/or Building and instead terminate this Lease by notifying Tenant in writing of such termination within thirty (30) days after the date of damage, such notice to include a termination date giving Tenant ninety (90) days to vacate the Premises, but Landlord may so elect only if the Building shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, and one or more of the following conditions is present: (i) repairs cannot reasonably be completed within one hundred twenty (120) days of the date of damage (when such repairs are made without the payment of overtime or other premiums); (ii) the holder of any mortgage on the Building or ground or underlying lessor with respect to the Real Property and/or the Building shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground or underlying lease, as the case may be; or (iii) the damage is not fully covered, except for deductible amounts, by Landlord's insurance policies. Provided, however, in the event the Building shall be damaged to the extent of fifty percent (50%) or more of its replacement cost, either Landlord or Tenant may elect to cancel and terminate this Lease upon written notice to the other within thirty (30) days after the damage. In addition, in the event that (A) the Premises are totally destroyed or damaged to any substantial extent and such destruction or damage cannot be repaired by Landlord within a period of thirty (30) days after the date of such damage or destruction and Landlord is unable to provide Tenant with comparable temporary premises reasonably acceptable to Tenant (provided that Tenant shall have the right to terminate this Lease if Tenant is unable to relocate back to the Premises within an additional thirty (30) day period), or (B) the Premises or the Building is destroyed or damaged to any substantial extent during the last twenty-four (24) months of the Lease Term, then notwithstanding anything contained in this Article 11, either party shall have the option to terminate this Lease by giving written notice to the other party of the exercise of such option within thirty (30) days after such damage or destruction, in which event this Lease shall cease and terminate as of the date of such notice. Upon any such termination of this Lease pursuant to this Section 11.2, Tenant shall pay the Base Rent and Additional Rent, properly apportioned up to such date of destruction, and both parties hereto shall thereafter be freed and discharged of all further obligations hereunder, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Lease Term. Notwithstanding anything to the contrary contained in this Article 11, Tenant shall have the right to terminate this Lease if it is unable to reasonably conduct its business within the Premises as a result of damage or destruction of the Premises or the Building for thirty (30) consecutive days and in fact does not conduct its business in the Premises during such thirty (30) consecutive day period and Landlord is unable to provide Tenant with comparable temporary premises reasonably acceptable to Tenant. If Tenant attempts to use the Premises during such thirty (30) consecutive day period but is unable to derive substantially the same income from the conduct of its business from the Premises (at least eighty-five percent (85%) of the pre-damage income) after such damage or destruction as before the event of damage or destruction as a result of the material loss of use of the Premises rather than as a result of any external market condition changes (such as a change in peak season to non-peak season or the fact that special events producing income prior to the damage or destruction were complete) then it will be deemed that

21

Tenant's attempted use during such thirty (30) consecutive day period will not be deemed "doing business in the Premises".

11.3. Waiver of Statutory Provisions. The provisions of this Lease, including this Article 11, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Building or any other portion of the Real Property, and any statute or regulation of the State of California, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building or any other portion of the Real Property; provided, however, that such waivers are not intended to limit or impair any express rights or privileges which may have been granted to Tenant in this Lease.

ARTICLE 12.

NONWAIVER

    No waiver of any provision or breach of this Lease shall be implied by any failure of Landlord or Tenant to enforce any remedy on account of the violation of such provision, even if such violation shall continue or be repeated subsequently, any waiver by Landlord or Tenant of any provision of this Lease may only be in writing, and no express waiver shall affect any provision other than the one specified in such waiver and that one only for the time and in the manner specifically stated. Forbearance by Landlord or Tenant in enforcement of one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default. The acceptance of any Rent hereunder by Landlord following the occurrence of any default, whether or not known to Landlord, shall not be deemed a waiver of any such default, except only a default in the payment of the Rent so accepted, Tenant's payment of any Rent hereunder shall not constitute a waiver by Tenant of any breach or default by Landlord under this Lease.

ARTICLE 13.

CONDEMNATION

13.1. Permanent Taking. If the whole or any part of the Premises or Building shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use or purpose, or if any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by such authority in such manner as to require the use, reconstruction or remodeling of any part of the Premises or Building, or if Landlord shall grant a deed or other instrument in lieu of such taking by eminent domain or condemnation (each, a "Taking"), Landlord shall have the option to terminate this Lease upon ninety (90) days' notice, provided such notice is given no later than one hundred eighty (180) days after the date of such taking, condemnation, reconfiguration, vacation, deed or other instrument. If more than twenty-five percent (25%) of the rentable square feet of the Premises is taken, if access to the Premises is substantially impaired, or if Tenant is unable to conduct Tenant's business as then being conducted within the Premises as a result of a Taking, Tenant shall have the option to terminate this Lease upon ninety (90) days' notice, provided such notice is given no later than one hundred eighty (180) days after the date of such Taking. Landlord shall be entitled to receive the entire award or payment in connection therewith, except that Tenant shall have the right to file any separate claim for award for the taking of the unamortized value of tenant improvements which Tenant has installed and paid for, for Tenant's moving expenses and for Tenant's goodwill if such separate claim is permitted by law but, if such separate claim is not so permitted then Tenant may join in Landlord's claim but only to the extent of seeking award for the Taking of such items stated in this sentence. If the authority making the award fails to make an allocation for such item or items, then the entire award shall be Landlord's. All Rent shall be apportioned as of the date of such termination, or

22

the date of such taking, whichever shall first occur. If any part of the Premises shall be taken, and this Lease shall not be so terminated, the Rent shall be proportionately abated. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure.

13.2. Temporary Taking. Notwithstanding anything to the contrary contained in this Article 13, in the event of a temporary taking of all or any portion of the Premises that does not render the Premises unusable by Tenant for the conduct of Tenant's business as then being conducted, for a period of one hundred and eighty (180) days or less, then this Lease shall not terminate but the Base Rent and the Additional Rent shall be abated for the period of such taking in proportion to the ratio that the amount of rentable square feet of the Premises taken bears to the total rentable square feet of the Premises. Landlord shall be entitled to receive the entire award made in connection with any such temporary taking.

ARTICLE 14.

ASSIGNMENT AND SUBLETTING

14.1. Transfers. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed as provided in Section 14.2 below, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other such foregoing transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or permit the use of the Premises by any persons other than Tenant and its employees (all of the foregoing are hereinafter sometimes referred to collectively as "Transfers" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "Transferee"), except as otherwise provided in Section 14.7 below. If Tenant shall desire Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice") shall include (i) the proposed effective date of the Transfer, which shall not be less than thirty (30) days after the date of delivery of the Transfer Notice, (ii) a description of the portion of the Premises to be transferred (the "Subject Space"), (iii) all of the terms of the proposed Transfer and the consideration therefor, including a calculation of the "Transfer Premium," as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing and/or proposed documentation pertaining to the proposed Transfer, including all existing operative documents to be executed to evidence such Transfer or the agreements incidental or related to such Transfer, and (iv) current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord, which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space, and such other information as Landlord may reasonably require. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void, and of no effect, and shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or not Landlord shall grant consent, Tenant shall pay Landlord's actual out-of-pocket review and processing fees, as well as any reasonable out-of-pocket legal fees incurred by Landlord, within thirty (30) days after written request by Landlord.

14.2. Landlord's Consent. Landlord shall not unreasonably withhold or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Landlord agrees that it shall either consent, refuse consent or exercise its rights under Section 14.4 above no later than fifteen (15) days following Landlord's receipt of all of the documents and information described in Section 14.1. In the event Landlord fails to respond to Tenant's request for consent within such fifteen (15) day period, then Landlord's failure to so act within said 15-day period shall be deemed consent to the proposed subletting or assignment. If Landlord notifies Tenant in writing of its intention to exercise the rights of recapture provided under Section 14.4, then Tenant

23

shall have ten (10) days after delivery of such notification to withdraw the request for assignment or subletting. The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply, without limitation as to other reasonable grounds for withholding consent:

14.2.1. The Transferee is of a character or reputation or engaged in a business which is not consistent with the then existing tenants of the Building or Project;

14.2.2. The Transferee intends to use the Subject Space for purposes which are not permitted under this Lease or the use permitted by Landlord of comparable space in the Building except with respect to any retail space on the ground floor;

14.2.3. The Transferee is either a governmental agency or instrumentality thereof; provided, however, that Tenant shall be entitled to assign, sublet or otherwise transfer to a governmental agency or instrumentality thereof to the extent Landlord has leased or has permitted the lease of space to a comparable governmental agency or instrumentality thereof of comparable stature;

14.2.4. The Transfer will result in substantially more occupants than the number of people utilizing comparable space in the Building;

14.2.5. The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the Lease on the date consent is requested in Landlord's reasonable judgment;

14.2.6. The proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel its lease;

14.2.7. Intentionally deleted; or

14.2.8. Either (a) the proposed Transferee occupies space in the Building at the time of the request for consent (provided, however, that Tenant may assign or sublease space to an occupant of the Building to the extent Landlord cannot meet such occupant's space needs or to the extent such occupant occupies space on the same floor as to which the Premises are located or on a floor contiguous to a floor leased by Tenant), or (b) Landlord is in exclusive negotiations with such proposed Transferee to lease a particular space in the Building at such time.

    If Landlord consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.4 of this Lease), Tenant may within nine (9) months after Landlord's consent, but not later than the expiration of said nine-month period, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any changes in the terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.2, or (ii) which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant's original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 14 (including Landlord's right of recapture, if any, under Section 14.4 of this Lease).

24

14.3. Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, less Tenant's actual costs and expenses incurred and paid by Tenant in connection with such Transfer (including but not limited to costs of Transfer such as brokerage commissions, improvement allowance and reasonable legal fees). "Transfer Premium" shall also include, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for products or services rendered by Tenant to Transferee as a subterfuge to avoid the provisions of this Section.

14.4. Landlord's Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option, by giving written notice to Tenant within fifteen (15) days after receipt of any Transfer Notice, to (i) recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease, or create a sublease or assignment, as the case may be, with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease.

14.5. Effect of Transfer. If Landlord consents to a Transfer, (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified, (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, (iv) Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord's consent, shall relieve Tenant or any guarantor of the Lease from liability under this Lease. Landlord or its authorized representatives shall have the right at all reasonable times after reasonable notice and at Landlord's sole cost to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof.

14.6. Additional Transfers. For purposes of this Lease, the term "Transfer" shall also include (i) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of twenty-five percent (25%) or more of the partners, or transfer of twenty-five percent or more of partnership interests, within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof, and (ii) if Tenant is a closely held corporation (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), (A) the dissolution, merger, consolidation or other reorganization of Tenant, the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares of Tenant (other than to immediate family members by reason of gift or death), within a twelve (12) month period, or (B) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of the value of the unencumbered assets of Tenant within a twelve (12) month period ((A) and (B) are collectively hereinafter referred to as "Ownership

25

Changes"). Notwithstanding anything to the contrary contained in this Article 14, any Ownership Change shall not be deemed an act of assignment under this Article 14 provided that (1) the net worth of the Tenant or the successor entity or purchaser, as applicable, after the Ownership Change shall not be less than the net worth of Tenant as of the date of execution and delivery of this Lease, (2) the business of Tenant continues to be operated as a going concern from the Premises subsequent to such event, and (3) Landlord receives notice of any such event at least ten (10) days after the effective date of such event.

14.7. Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, any change in the stock ownership of Tenant in accordance with Section 14.6 shall not be deemed an act of assignment under this Article 14 provided that the net worth of the corporate Tenant after the stock transfer shall not be less than the net worth of the corporate initial Tenant ("Original Tenant") as of the date of execution and delivery of this Lease. Further, any assignment of the Lease by operation of law, or otherwise, incidental to the merger or consolidation of Tenant with any other entity or in connection with a sale of substantially all of the assets of Tenant shall not require Landlord's consent provided (i) the successor entity or purchaser has a net worth at least equal to the net worth of the Tenant as of the date of execution and delivery of this Lease, (ii) the business continues to be operated as a going concern from the Premises subsequent to such event, and (iii) Landlord receives notice of any such event at least ten (10) days after the effective date of such event. Notwithstanding anything to the contrary contained in this Article 14 and as an express exception to Landlord's right of recapture provided in Section 14.4, the Original Tenant may assign its interest in this Lease or sublet the Premises to a subsidiary that is wholly owned by Original Tenant or to any corporation which is affiliated with Original Tenant under common ownership or control (each, an "Affiliate") without Landlord's consent but upon ten (10) days prior notice to Landlord, subject to the following conditions: (A) at least fifty percent (50%) of the stock or other ownership interest in the Affiliate is held by the Original Tenant or under common control of Original Tenant's parent, (B) the Original Tenant shall remain liable for the performance of all of the terms, covenants and conditions of this Lease, (C) said Original Tenant provides Landlord written notice of such assignment or subletting within ten (10) days after the effective date thereof, (D) the Affiliate is of good character, reputation, credit and professional standing, (E) the Affiliate has a net worth at least equal to the net worth of the Original Tenant as of the date of execution and delivery of this Lease, and (F) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. "Control," as used in this Section 14.7, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.

ARTICLE 15.

SURRENDER OF PREMISES; OWNERSHIP
AND REMOVAL OF TRADE FIXTURES

15.1  Surrender of Premises. No act or thing done by Landlord or any agent or employee of Landlord during the Lease Term shall be deemed to constitute an acceptance by Landlord or a surrender of the Premises unless such intent is specifically acknowledged in a writing signed by Landlord. The delivery of keys to the Premises to Landlord or any agent or employee of Landlord shall not constitute a surrender of the Premises or effect a termination of this Lease, whether or not the keys are thereafter retained by Landlord, and notwithstanding such delivery Tenant shall be entitled to the return of such keys at any reasonable time upon request until this Lease shall have been properly terminated. The voluntary or other surrender of this Lease by Tenant, whether accepted by Landlord or not, or a mutual termination hereof, shall not work a merger, and at the option of Landlord shall operate as an assignment to Landlord of all subleases or subtenancies affecting the Premises.

26

15.2. Removal of Tenant Property by Tenant. Upon the expiration of the Lease Term, or upon any earlier termination of this Lease, Tenant shall, subject to the provisions of this Article 15, quit and surrender possession of the Premises to Landlord in as good order and condition as when Tenant took possession and as thereafter improved by Landlord and/or Tenant, reasonable wear and tear and repairs which are specifically made the responsibility of Landlord hereunder excepted. Upon such expiration or termination, Tenant shall, without expense to Landlord, remove or cause to be removed from the Promises all debris and rubbish, and such items of furniture, equipment, free-standing cabinet work, and other articles of personal property owned by Tenant or installed or placed by Tenant at its expense in the Premises, and such similar articles of any other persons claiming under Tenant, as Landlord may, in its sole discretion, require to be removed, and Tenant shall repair at its own expense all damage to the Premises and Building resulting from such removal. Tenant shall not be required to remove (i) the improvements in the Original Premises existing as of the date of this Lease, (ii) the Tenant Improvements described in and to be constructed in accordance with the Work Letter attached to this Lease as Exhibit B, (iii) any Alterations or tenant improvements which are customary and typical for business office operations subject to Section 8.4, and (iv) any Alteration or tenant improvement installed by Tenant with Landlord's prior written approval unless such removal was required by Landlord as a condition precedent to Landlord's consent thereto and such condition was imposed at the time Landlord so consented to such Alteration or tenant improvement. Nothing contained in this Lease shall be construed as creating a security interest or other property interest in Tenant's furniture, fixtures and equipment and Tenant shall be entitled to remove such items at any time during the term of this Lease or upon expiration or earlier termination of this Lease.

ARTICLE 16.

HOLDING OVER

    If Tenant holds over after the expiration of the Lease Term hereof, with or without the express or implied consent of Landlord, such tenancy shall be from month-to-month only, and shall not constitute a renewal hereof or an extension for any further term, and in such case Rent shall be payable at a monthly rate equal to one hundred fifty percent (150%) the Rent applicable during the last rental period of the Lease Term under this Lease. Such month-to-month tenancy shall be subject to every other term, covenant and agreement contained herein. Nothing contained in this Article 16 shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided in this Lease upon the expiration or other termination of this Lease. The provisions of this Article 16 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall he responsible to Landlord for all damage which Landlord shall suffer by reason thereof. Notwithstanding anything to the contrary contained in this Article 16, if Tenant holds over in possession of the Premises with Landlord's express written permission (it being understood and agreed that Landlord shall have the right to grant or deny such permission in Landlord's sole and absolute discretion), then Tenant shall pay Landlord Rent at the rate and subject to the Additional Rent provisions of this lease which were in effect during the last month of the then most recently expired term unless and until Landlord gives Tenant at least thirty (30) days prior written notice increasing the Rent. It is the intention of the parties that Tenant shall have at least thirty (30) days written notice before any increase in Rent, consistent with the nature of the holdover tenancy as a month-to-month tenancy if and only if such holdover is with Landlord's express written permission.

27

ARTICLE 17.

ESTOPPEL CERTIFICATES

    Within twenty (20) days following a request in writing by Landlord, Tenant shall execute and deliver to Landlord an estoppel certificate, which, as submitted by Landlord, shall be substantially in the form of Exhibit E, attached hereto (or such other commercially reasonable form as may be required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain any other information reasonably requested by Landlord or Landlord's mortgagee or prospective mortgagee.

ARTICLE 18.

SUBORDINATION

    This Lease is subject and subordinate to all present and future ground or underlying leases of the Real Property and to the lien of any mortgages or trust deeds, now or hereafter in force against the Real Property and the Building, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, subject to Tenant's prior receipt of a commercially reasonable non-disturbance agreement unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, or if any ground or underlying lease is terminated, to attorn, without any deductions or set-offs (except the concessions to Tenant provided in Exhibit B attached hereto to the extent continuing after foreclosure) whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of such ground or underlying lease, as the case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the lessor under this Lease, subject to Tenant's prior receipt of a commercially reasonable non-disturbance agreement. Tenant shall, within ten (10) days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases.

ARTICLE 19.

DEFAULTS; REMEDIES

19.1. Events of Default. The occurrence of any of the following shall constitute a default of this Lease by Tenant:

19.1.1. Any failure by Tenant to pay any Rent or any other charge required to be paid under this Lease, or any part thereof, when due unless such failure is cured within ten (10) calendar days after written notice that same is past due and unpaid; or

19.1.2. Any failure by Tenant to observe or perform any other provision, covenant or condition of this Lease to be observed or performed by Tenant where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of such default is such that the same cannot reasonably be cured within a thirty (30)-day period, Tenant shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure said default as soon as possible; or

19.1.3. Abandonment of the Premises by Tenant; Abandonment is herein defined to include, but is not limited to, any absence by Tenant from the Premises for fourteen (14) consecutive business days or longer while in default of any provision of this Lease; or

28

19.1.4. To the extent permitted by law, a general assignment by Tenant or any guarantor of the Lease for the benefit of creditors, or the filing by or against Tenant or any guarantor of any proceeding under an insolvency or bankruptcy law, unless in the case of a proceeding filed against Tenant or any guarantor the same is dismissed within ninety (90) days, or the appointment or a trustee or receiver to take possession of all or substantially all of the assets of Tenant or any guarantor, unless possession is restored to Tenant or such guarantor within ninety (90) days, or any execution or other judicially authorized seizure of all or substantially all of Tenant's assets located upon the Premises or of Tenant's interest in this Lease, unless such seizure is discharged within ninety (90) days; or

19.1.5. The hypothecation or assignment of this Lease or subletting of the Premises, or attempts at such actions, in violation of Article 14 hereof.

19.2. Remedies Upon Default. Upon the occurrence of any event of default by Tenant, Landlord shall have, in addition to any other remedies available to Landlord at law or in equity, the option to pursue any one or more of the following remedies, each and all of which shall be cumulative and nonexclusive, without any notice or demand whatsoever.

19.2.1. Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or damages therefor provided that any such action shall be in compliance with all applicable laws; and Landlord may recover from Tenant the following:

    (i)  The worth at the time of award of any unpaid rent which has been earned at the time of such termination; plus

    (ii) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus

    (iii) The worth at the time of award of the amount by which the unpaid rent for the balance of the Lease Term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus

    (iv) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, specifically including but not limited to, all reasonable brokerage commissions and advertising expenses incurred, expenses of remodeling the Premises or any portion thereof for a new tenant, whether for the same or a different use, and any special concessions made to obtain a new tenant (all amortized over the then remaining Lease Term); and

    (v) At Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law.

The term "rent" as used in this Section 19.2 shall be deemed to be and to mean all sums of every nature required to be paid by Tenant pursuant to the terms of this Lease, whether to Landlord or to others. As used in Paragraphs 19.2.1(i) and (ii), above, the "worth at the time of award" shall be computed by allowing interest at the rate set forth in Article 25 of this Lease, but in no case greater than the maximum amount of such interest permitted by law. As used in Paragraph 19.2.1(iii) above, the "worth at the time of award" shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

29

19.2.2. Landlord shall have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee's breach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations). Accordingly, if Landlord does not elect to terminate this Lease on account of any default by Tenant, Landlord may, from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all rent as it becomes due.

19.3. Sublesses of Tenant. Whether or not Landlord elects to terminate this Lease on account of any default by Tenant, as set forth in this Article 19, Landlord shall have the right to terminate any and all subleases, licenses, concessions or other consensual arrangements for possession (collectively, "Subleases") entered into by Tenant and affecting the Premises, with the exception of any Sublease wherein the subtenant (i) occupies more than fifty percent (50%) of a floor of the Building, (ii) has an equal or greater net worth than Tenant as of the date of this Lease, (iii) is not an Affiliate of Tenant, or may, in Landlord's sole discretion, succeed to Tenant's interest in such Subleases. In the event of Landlord's election to succeed to Tenant's interest in any such Subleases, Tenant shall, as of the date of notice by Landlord of such election, have no further right to or interest in the rent or other consideration receivable thereunder.

19.4. Form of Payment After Default. Following the occurrence of an event of default by Tenant, Landlord shall have the right to require that any or all subsequent amounts paid by Tenant to Landlord hereunder, whether in the cure of the default in question or otherwise, be paid in the form of cash, money order, cashier's or certified check drawn on an institution acceptable to Landlord, or by other means approved by Landlord, notwithstanding any prior practice of accepting payments in any different form.

19.5. Waiver or Default. No waiver by Landlord or Tenant of any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of any other or later violation or breach of the same or any other of the terms, provisions, and covenants herein contained. Forbearance by Landlord in enforcement of one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default. The acceptance of any Rent hereunder by Landlord following the occurrence of any default, whether or not known to Landlord, shall not be deemed a waiver of any such default, except only a default in the payment of the Rent so accepted.

19.6. Efforts to Relet. For the purposes of this Article 19, Tenant's right to possession shall not be deemed to have been terminated by efforts of Landlord to relet the Premises, by its acts of maintenance or preservation with respect to the Premises, or by appointment of a receiver to protect Landlord's interests hereunder. The foregoing enumeration is not exhaustive, but merely illustrative of acts which may be performed by Landlord without terminating Tenant's right to possession.

19.7. Abatement of Rent When Tenant is Prevented from Using Premises. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, for five (5) consecutive business days or ten (10) business days in any twelve (12) month period (the "Eligibility Period") as a result of (i) any damage or destruction to the Premises, the Building Parking Facility (without the provision of reasonable substitute parking) and/or the Building, (ii) any repair, maintenance or alteration performed by Landlord after the Lease Commencement Date, which substantially interferes with Tenant's use of the Premises, the Building Parking Facility (without the provision of reasonable substitute parking) and/or the Building, (iii) any failure by Landlord to provide Tenant with services or access to the Premises, the Building Parking Facility (without the provision of reasonable substitute parking) and/or the Building, (iv) because of an eminent domain proceeding, or (v) because of the presence of Hazardous Materials in, on or around the Premises, the Building or the Project which poses a health risk to occupants of the Premises, not introduced or caused to be released by Tenant, then Tenant's Rent shall be equitably abated or reduced, as the case may be, after expiration of the

30

Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises. However, in the event that Tenant is prevented from conducting, and does not conduct, its business in any portion of the Premises for a period of time in excess of the Eligibility Period, and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Rent for the entire Premises shall be abated; provided, however, if Tenant reoccupies and conducts its business from any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date such business operations commence. If Tenant's right to abatement occurs because of an eminent domain taking and/or because of damage or destruction to the Premises, the Building Parking Facility (without the provision of reasonable substitute parking), the Building and/or Tenant's property, Tenant's abatement period shall continue until Tenant has been given reasonably sufficient time, and sufficient access to the Premises, the Building Parking Facility and/or the Building, to rebuild such portion it is required to rebuild, to install its property, furniture, fixtures, and equipment to the extent the same shall have been removed and/or damaged as a result of such damage or destruction and/or eminent domain taking and to move in over a weekend. To the extent Tenant is entitled to abatement without regard to the Eligibility Period, because of an event covered by Articles 11 [Damage or Destruction] and 13 [Condemnation] of the Lease, then the Eligibility Period shall not be applicable. To the extent Tenant has prepaid rent (as it does each month since Rent is due on the first day of each month) and Tenant is subsequently entitled to an abatement, such prepaid, and subsequently abated, Rent should be refunded to, and paid by Landlord to, Tenant within thirty (30) days after the end of the appropriate month.

ARTICLE 20.

COVENANT OF QUIET ENJOYMENT

    Subject to the terms and provisions of this Lease, Landlord covenants that Tenant shall, during the Lease Term, peaceably and quietly have, hold and enjoy the Premises subject to the terms, covenants, conditions, provisions and agreements hereof without interference by Landlord or by any persons lawfully claiming by or through Landlord. The foregoing covenant is in lieu of any other covenant express or implied.

ARTICLE 21.

SECURITY DEPOSIT

    Landlord and Tenant acknowledge that Landlord is currently holding Tenant's security deposit in the amount of $57,190.37 under the Original Lease. The parties agree that Landlord shall retain the deposit described in the foregoing sentence as the "Security Deposit" under this Lease notwithstanding anything to the contrary contained in the Original Leases. Tenant shall not be required to deposit any sum in addition to the Security Deposit with Landlord upon execution of this Lease. The Security Deposit shall be held by Landlord as security for the faithful performance by Tenant of all the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the Lease Term. The Security Deposit shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. If Tenant defaults with respect to any provisions of this Lease, including, but not limited to, the provisions relating to the payment of Rent, Landlord may, but shall not be required to, use, apply or retain all or any part of the Security Deposit for the payment of any Rent or any other sum in default, or for the payment of any amount that Landlord

31

may spend or become obligated to spend by reason of Tenant's default, or to compensate Landlord for any other loss or damage that Landlord may suffer by reason of Tenant's default. If any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount, and Tenant's failure to do so shall be a default under this Lease. If Tenant disputes the application of the Security Deposit, Tenant may seek its appropriate remedies under law or in the equity. If the amount applied by Landlord is less than or equal to $10,000 and Landlord demands replenishment of such amount, then Tenant shall replenish such amount by payment directly to Landlord during the pendency of any dispute as to said application and demand for replenishment. However, if the amount applied by Landlord is greater than $10,000 and Landlord demands replenishment of such amount, Tenant will replenish the first $10,000 so demanded to be replenished by payment directly to Landlord and shall place the balance for which replenishment is demanded in an interest bearing escrow account with an escrow holder mutually acceptable to both parties until such dispute is resolved, interest shall be apportioned according to the resolution of the dispute. The use, application or retention of the Security Deposit, or any portion thereof, by Landlord shall not (a) prevent Landlord from exercising any other right or remedy provided by this Lease or by law, it being intended that Landlord shall not first be required to proceed against the Security Deposit, nor (b) operate as a limitation on any recovery to which Landlord may otherwise be entitled. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Real Property and the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the Security Deposit to the transferee or mortgagee. Upon such transfer or assignment of the Security Deposit, Landlord shall thereby be released by Tenant from all liability or obligation for the return of such Security Deposit and Tenant shall look solely to such transferee or mortgagee for the return of the Security Deposit provided said transferee assumes liability for the return to Tenant of the Security Deposit. Landlord shall deposit the Security Deposit in an interest-bearing account in Landlord's name with interest to accrue at the rate which is paid on a money-market account offered by any retail or commercial bank or savings and loan association qualified to do business and doing business in Los Angeles, California, or, if such account is no longer offered, then at the rate which is paid on a regular pass-book savings account offered by any retail or commercial bank or savings and loan association qualified to do business and doing business in Los Angeles, California and such interest shall accrue to Tenant's benefit. Provided that Tenant is not in default of this Lease beyond any applicable cure period, Landlord shall pay on each of the anniversary dates of the Lease Commencement Date any interest earned and paid on the Security Deposit to the respective date of said anniversary. Upon expiration of this Lease, Landlord shall return the Security Deposit to Tenant, consistent with the provisions of this Article 21, together with any interest which has been paid thereon from the date of the last disbursement of interest to Tenant until such date of expiration of this Lease. If Tenant is not then in default beyond any applicable cure period, the Security Deposit, or any balance thereof, shall be returned to Tenant, or, at Landlord's option, to the last assignee of Tenant's interest hereunder, within thirty (30) days following the expiration of the Lease Term. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other provisions of law, now or hereafter in force, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of Tenant or any officer, employee, agent or invitee of Tenant.

32

ARTICLE 22.

SUBSTITUTION OF OTHER PREMISES

    Intentionally Deleted.

ARTICLE 23.

SIGNS

23.1. In General. Tenant shall be entitled, at its sole cost and expense, to identification signage outside of Tenant's Premises on the floors on which Tenant's Premises are located. The location, quality, design, style, lighting and size of such signage shall be consistent with the Landlord's Building standard signage program and shall be subject to Landlord's prior written approval, in its reasonable discretion and shall include Tenant's logo. Upon the expiration or earlier termination of this Lease, Tenant shall be responsible, at its sole cost and expense, for the removal of such signage and the repair of all damage to the Building caused by such removal.

23.2. Building Directory. Tenant shall be entitled to one (1) line on the Building directory to display Tenant's name and location in the Building.

23.3. Prohibited Signage and Other Items. Any signs, notices, logos, pictures, names or advertisements which are installed and that have not been individually approved by Landlord may be removed without notice by Landlord at the sole expense of Tenant. Tenant may not install any signs on the exterior or roof of the Building or the common areas of the Building or the Real Property. Any signs, window coverings, or blinds (even if the same are located behind the Landlord approved window coverings for the Building), or other items visible from the exterior of the Premises or Building are subject to the prior approval of Landlord, in its sole discretion.

ARTICLE 24.

COMPLIANCE WITH LAW

    Tenant shall not do anything or suffer anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance or other governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated (collectively, "Applicable Laws"). At its sole cost and expense, except as otherwise provided in the Work Letter attached as Exhibit B to this Lease, Tenant shall promptly comply with any Applicable Laws which relate to (i) Tenant's use of the Premises, (ii) the tenant improvements, (iii) any Alterations made by Tenant to the Premises, or (iv) the Base, Shell and Core, but as to the Base, Shell and Core, only to the extent such obligations are triggered by Tenant's use of the Premises for other than normal and customary business office purposes or because of Tenant's installation of Alterations or Tenant Improvements which do not constitute normal and customary business office improvements; provided, however, that costs incurred by Landlord in connection with any modifications or additions after the date of execution of this Lease other than the work to be performed by Landlord under the Work Letter attached to this Lease shall be Operating Expenses to the extent permitted under Section 4.2.4. Should any standard or regulation now or hereafter be imposed on Landlord or Tenant by a state, federal or local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety standards for employers, employees, landlords or tenants, then Tenant agrees, at its sole cost and expense, to comply promptly with such standards or regulations, but Landlord shall, subject to reimbursement in accordance with Article 4 above, pay for any changes to the Base, Shell and Core, Building Structure and/or Building Systems and Equipment required thereby unless related to Tenant's specific use or improvement for other than normal and customary business office operations, in which event Tenant shall be solely responsible for payment therefor. A "call center" is deemed to be a normal and customary business office operation; provided, however, that to the extent any Applicable Law imposes

33

a requirement that applies to call center operations and not to other normal and customary business office operations, then to that extent, Tenant shall be responsible for changes to the Building Structure and Building Systems and Equipment. The judgment of any court of competent jurisdiction or the admission of Tenant in any judicial action, regardless of whether Landlord is a party thereto, that Tenant has violated any of said governmental measures, shall he conclusive of that fact as between Landlord and Tenant.

ARTICLE 25.

LATE CHARGES

    If any installment of Rent or any other sum due from Tenant shall not be received by Landlord or Landlord's designee within five (5) days after said amount is due, more than two (2) times in any twelve (12) consecutive month period during the Lease Term, then Tenant shall pay to Landlord a late charge equal to five percent (5%) of the amount due plus any attorneys' fees incurred by Landlord by reason of Tenant's failure to pay Rent and/or other charges when due hereunder. The late charge shall be deemed Additional Rent and the right to require it shall be in addition to all of Landlord's other rights and remedies hereunder or at law and shall not be construed as liquidated damages or as limiting Landlord's remedies in any manner. In addition to the late charge described above, any Rent or other amounts owing hereunder which are not paid within three (3) days after the date they are due shall thereafter bear interest until paid at a rate equal to ten percent (10%) per annum, provided that in no case shall such rate be higher than the highest rate permitted by applicable law.

ARTICLE 26.

LANDLORD'S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT

26.1. Landlord's Cure. All covenants and agreements to be kept or performed by Tenant under this Lease shall be performed by Tenant at Tenant's sole cost and expense and without any reduction of Rent except as otherwise provided elsewhere in this Lease. If Tenant shall fail to perform any of its obligations under this Lease after expiration of any applicable notice and cure period, then upon three (3) additional days notice from Landlord, Landlord may, but shall not be obligated to, after reasonable prior notice to Tenant, make any such payment or perform any such act on Tenant's part without waiving its right based upon any default of Tenant and without releasing Tenant from any obligations hereunder.

26.2. Tenant's Reimbursement. Except as may be specifically provided to the contrary in this Lease, Tenant shall pay to Landlord, within fifteen (15) days after delivery by Landlord to Tenant of statements therefor) sums equal to expenditures reasonably made and obligations incurred by Landlord in connection with the remedying by Landlord of Tenant's defaults pursuant to the provisions of Section 26.1.

ARTICLE 27.

ENTRY BY LANDLORD

    Landlord reserves the right at all reasonable times and upon reasonable notice which shall be at least one (1) day in advance except in the case of an emergency to the Tenant to enter the Premises to (i) inspect them; (ii) show the Premises to prospective purchasers, mortgagees or ground or underlying lessors, or, during the last twelve (12) months of the Lease Term, to prospective Tenants; (iii) post notices of nonresponsibility; or (iv) alter, improve or repair the Premises or the Building if necessary to comply with current building codes or other applicable laws, or for structural alterations, repairs or improvements to the Building conducted in accordance with the provisions of this Lease. Notwithstanding anything to the contrary contained in this Article 27, Landlord may enter the Premises at any time to (A) perform services required of Landlord; and (B) take possession due to any breach of

34

this Lease in the manner provided herein. Any such entries shall be without the abatement of Rent and shall include the right to take such reasonable steps as required to accomplish the stated purposes; provided, however, any such entry shall be performed in a manner so as not to unreasonably interfere with Tenant's use of the Premises and shall be performed after normal business hours if reasonably practical. Landlord shall exercise its right of entry under this Lease in a reasonable manner. Landlord and its agents, employees and contractors shall comport themselves in such a manner as to not breach the confidentiality of Tenant's business or records. Except in case of emergency, in no event shall Landlord or its agents, employees or contractors enter Tenant's computer room. Landlord shall not interfere with Tenant's electrical and mechanical equipment located within the Premises or the Emergency Generator System located in the basement of the Building without Tenant's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Except as otherwise set forth in Section 19.4, Tenant hereby waives any claims for damages or for any injuries or inconvenience to or interference with Tenant's business, lost profits, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the above purposes, Landlord shall at all times have a key with which to unlock all the doors in the Premises, excluding Tenant's vaults, safes and special security areas designated in advance by Tenant. In an emergency, Landlord shall have the right to use any means that Landlord may deem proper to open the doors in and to the Premises. Any entry into the Premises in the manner hereinbefore described shall not be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an actual or constructive eviction of Tenant from any portion of the Premises.

ARTICLE 28.

TENANT PARKING

    Tenant shall have the right to rent and the number and type of parking spaces set forth in Section 11 of the Summary at the rates set forth in Section 11 of the Summary. Tenant shall pay to Landlord all parking charges along with Tenant's monthly rent payment. Tenant's continued right to use the parking spaces and rent the parking passes is conditioned upon Tenant abiding by all rules and regulations which are prescribed from time to time for the orderly operation and use of the Building Parking Facility to the extent that Tenant receives prior written notice of same. Landlord specifically reserves the right to change the size, configuration, design, layout, location and all other aspects of the Building Parking Facility and Tenant acknowledges and agrees that Landlord may, without incurring any liability to Tenant and without any abatement of Rent under this Lease, from time to time, close-off or restrict access to the Building Parking Facility, or relocate Tenant's parking spaces to other parking facilities and/or surface parking areas within a reasonable distance of the Premises, for purposes of permitting or facilitating any such construction, alteration or improvements with respect to the Building Parking Facility or to accommodate or facilitate renovation, alteration, construction or other modification of other improvements or structures located on the Real Property as long as Tenant's use of the number of parking spaces rented under this Lease is not reduced, restricted or impaired as a result thereof. Landlord may delegate its responsibilities hereunder to a parking operator in which case such parking operator shall have all the rights of control attributed hereby to the Landlord and such owner, but such delegation shall in no way reduce or eliminate Landlord's obligations to provide parking to Tenant as provided hereunder.

ARTICLE 29.

FIRST OFFER RIGHT

29.1. First Right Space. Subject to any rights granted to tenants occupying the Project prior to Tenant, and provided that Tenant is not in default under the terms of this Lease, Tenant shall have the right (the "First Offer Right") to lease any space that may become available on the tenth (10th) floor of the Building (the "First Right Space"), if all or any portion of the First Right Space comes available

35

for lease during the Lease Term, as the same may be extended. Upon all or any portion of the First Right Space coming available, Landlord shall give Tenant a written notice ("Offer Notice") of the availability of all or such portion of the First Right Space, which Offer Notice shall include a summary of the economic terms for which Landlord is willing to enter into a lease of the available portion of the First Right Space. The parties acknowledge and agree that except with respect to such economic terms, all of the terms and provisions of this Lease shall apply to any lease by Tenant of any portion of the First Right Space.

29.2. Exercise Terms. Tenant shall have thirty (30) days from receipt by Tenant of the Offer Notice to exercise the First Offer Right by delivering to Landlord written notice of Tenant's election to exercise the First Offer Right. If Tenant desires to lease the First Right Space but objects to the economic terms set forth in the Offer Notice, Landlord and Tenant shall negotiate in good faith in an attempt to reach an agreement with respect to the terms for Tenant's lease of the available portion of the First Right Space. If Landlord and Tenant are unable to agree on the terms of a lease of all or the available portion of the First Right Space within fifteen (15) days after Landlord's delivery of the Offer Notice, Landlord shall thereafter be free to lease such space to any third party on such terms and conditions that Landlord reasonably deems appropriate; provided, however, such terms and conditions shall not (without first offering the same to Tenant with an opportunity to accept the same within five (5) days following such offer) include economic terms and conditions which equate to less than ninety-five percent (95%) in terms of quantifiable value to that which was last offered to Tenant in writing in accordance with this Article.

ARTICLE 30.

MISCELLANEOUS PROVISIONS

30.1. Terms. The necessary grammatical changes required to make the provisions hereof apply either to corporations or partnerships or individuals, men or women, as the case may require, shall in all cases be assumed as though in each case fully expressed.

30.2. Binding Effect. Each of the provisions of this Lease shall extend to and shall, as the case may require, bind or inure to the benefit not only of Landlord and of Tenant, but also of their respective successors or assigns, provided this clause shall not permit any assignment by Tenant contrary to the provisions of Article 14 of this Lease.

30.3. No Air Rights. No rights to any view or to light or air over any property, whether belonging to Landlord or any other person, are granted to Tenant by this Lease. If at any time any windows of the Premises are temporarily darkened or the light or view therefrom is obstructed by reason of any repairs, improvements, maintenance or cleaning in or about the Building, the same shall be without liability to Landlord and without any reduction or diminution of Tenant's obligations under this Lease.

30.4. Modification of Lease. Should any current or prospective mortgagee or ground lessor for the Building require a modification or modifications of this Lease, which modification or modifications will not cause an increased cost or expense to Tenant or in any other way materially or adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease may be so modified subject to Tenant's prior reasonable consent after reviewing said changes and agrees to execute whatever documents are required therefor and deliver the same to Landlord within days following the request therefor. Should Landlord or any such current or prospective mortgagee or ground lessor require execution of a short form of Lease for recording, containing, among other customary provisions, the names of the parties, a description of the Premises and the Lease Term, Tenant agrees to execute such short form of Lease and to deliver the same to Landlord within twenty (20) days following the request therefor the recordation of which shall be at the sole cost and expense of Landlord, and not included as an Operating Expense.

36

30.5. Transfer of Landlord's Interest. Tenant acknowledges that Landlord has the right to transfer all or any portion of its interest in the Real Property and Building and in this Lease, and Tenant agrees that in the event of any such transfer, Landlord shall automatically be released from all liability under this Lease not accrued as of the date of the transfer and Tenant agrees to look solety to such transferee for the performance of Landlord's obligations hereunder, accruing after the transfer (except for any unfulfilled Tenant Improvement obligations), after the date of transfer upon agreement by such transferee to fully assume and be liable for all obligations of this Lease to be performed by Landlord which first accrue or arise after the date of the conveyance, and Tenant shall attorn to such transferee.

30.6. Prohibition Against Recording. Except as provided in Section 29.4 of this Lease, neither this Lease, nor any memorandum, affidavit or other writing with respect thereto, shall be recorded by Tenant with the Los Angeles County Recorder's Office or by anyone acting through, under or on behalf of Tenant.

30.7. Landlord's Title. Landlord's title is and always shall be paramount to the title of Tenant. Nothing herein contained shall empower Tenant to do any act which can, shall or may encumber the title of Landlord.

30.8. Captions. The captions of Articles and Sections are for convenience only and shall not be deemed to limit, construe, affect or alter the meaning of such Articles and Sections.

30.9. Relationship of Parties. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venturer or any association between Landlord and Tenant, it being expressly understood and agreed that neither the method of computation of Rent nor any act of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant.

30.10. Application of Payments. Landlord shall have the right to apply payments received from Tenant pursuant to this Lease, regardless of Tenant's designation of such payments, to satisfy any obligations of Tenant hereunder, in such order and amounts as Landlord, in its sole discretion, may elect.

30.11. Time of Essence. Time is of the essence of this Lease and each of its provisions.

30.12. Partial Invalidity. If any term, provision or condition contained in this Lease shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby, and each and every other term, provision and condition of this Lease shall be valid and enforceable to the fullest extent possible permitted by law.

30.13. No Warranty. In executing and delivering this Lease, Tenant has not relied on any representation, including, but not limited to, any representation whatsoever as to the amount of any item comprising Additional Rent or the amount of the Additional Rent in the aggregate or that Landlord is furnishing the same services to other tenants, at all, on the same level or on the same basis, or any warranty or any statement of Landlord which is not set forth herein or in one or more of the exhibits attached hereto.

30.14. Landlord Exculpation. It is expressly understood and agreed that notwithstanding anything in this Lease to the contrary, and notwithstanding any applicable law to the contrary, the liability of Landlord and the Landlord Parties hereunder (including any successor landlord) and any recourse by Tenant against Landlord or the Landlord Parties shall be limited solely and exclusively to an amount which is equal to the interest of Landlord in the Building and insurance proceeds, and neither Landlord, nor any of the Landlord Parties shall have any personal liability therefor, and Tenant hereby

37

expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant.

30.15. Entire Agreement. It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Lease and this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Landlord to Tenant with respect to the subject matter thereof, and none thereof shall be used to interpret or construe this Lease. This Lease and any side letter or separate agreement executed by Landlord and Tenant in connection with this Lease and dated of even date herewith contain all of the terms, covenants, conditions, warranties and agreements of the parties relating in any manner to the rental, use and occupancy of the Premises, shall be considered to be the only agreement between the parties hereto and their representatives and agents, and none of the terms, covenants, conditions or provisions of this Lease can be modified, deleted or added to except in writing signed by the parties hereto. All negotiations and oral agreements acceptable to both parties have been merged into and are included herein. There are no other representations or warranties between the parties, and all reliance with respect to representations is based totally upon the representations and agreements contained in this Lease.

30.16. Right to Lease. Landlord reserves the absolute right to effect such other tenancies in the Building as Landlord in the exercise of its sole business judgment shall determine to best promote the interests of the Building subject to Landlord's covenant to operate the Building in a manner consistent with that comparable buildings in the vicinity of the Building as provided below. Tenant does not rely on the fact, not does Landlord represent, that any specific tenant or type or number of tenants shall, during the Lease Term, occupy any space in the Building.

30.17. Force Majeure. Except as otherwise provided in the Work Letter attached to this Lease as Exhibit B, any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental actions, civil commotions, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform, except with respect to the obligations imposed with regard to Rent and other charges to be paid by Tenant pursuant to this Lease (collectively, the "Force Majeure"), notwithstanding anything to the contrary contained in this Lease, shall excuse the performance of such party for a period equal to any such prevention, delay or stoppage and, therefore, if this Lease specifies a time period for performance of an obligation of either party, that time period shall be extended by the period of any delay in such party's performance caused by a Force Majeure.

30.18. Waiver of Redemption by Tenant. Tenant hereby waives for Tenant and for all those claiming under Tenant all right now or hereafter existing to redeem by order or judgment of any court Tenant's right of occupancy of the Premises after any termination of this Lease. Notwithstanding the foregoing, if the law permits a right of redemption to Tenant after a judgment of possession or eviction in favor of Landlord and pending the finality of such judgment or appeal, Tenant continues to remain in possession of the Premises and actually pays rent in the manner required by this Lease and at the times required by this Lease during the pendency of such judgment and appeal to Landlord and not to the court or any escrow or other person designated by the court, then Tenant shall be deemed not to have waived its right of redemption.

30.19. Notices. All notices, demands, statements or communications (collectively, "Notices") given or required to be given by either party to the other hereunder shall be in writing, shall be sent by United States certified or registered mail, postage prepaid, return receipt requested, or delivered personally (i) to Tenant at the appropriate address set forth in Section 5 of the Summary, or to such other place as Tenant may from time to time designate in a Notice to Landlord; or (ii) to Landlord at the addresses set forth in Section 3 of the Summary, or to such other firm or to such other place as Landlord may from time to time designate in a Notice to Tenant. Any Notice will be deemed given on

38

the date it is received. If Tenant is notified in writing of the identity and address of Landlord's mortgagee or ground or underlying lessor, Tenant shall give to such mortgagee or ground or underlying lessor written notice of any default by Landlord under the terms of this Lease by registered or certified mail, and such mortgagee or ground or underlying lessor shall be given a reasonable opportunity to cure such default prior to Tenant's exercising any remedy available to Tenant.

30.20. Authority. If Tenant is a corporation or partnership, each individual executing this Lease on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the state in which the Building is located and that Tenant has full right and authority to execute and deliver this Lease and that each person signing on behalf of Tenant is authorized to do so.

30.21. Attorneys' Fees. If either party commences litigation against the other for the specific performance of this Lease, for damages for the breach hereof or otherwise for enforcement of any remedy hereunder, the parties hereto agree to and hereby do waive any right to a trial by jury and, in the event of any such commencement of litigation, the prevailing party shall be entitled to recover from the other party such costs and reasonable attorneys' fees as may have been incurred, including any and all costs incurred in enforcing, perfecting and executing such judgment.

30.22. Governing Law. This Lease shall be construed and enforced in accordance with the laws of the state of California.

30.23. Submission of Lease. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or an option for lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant.

30.24. Broker. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting only the real estate broker or agent specified in Section 12 of the Summary (the "Broker"), and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Lease. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including without limitation reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of the indemnifying party's dealings with any real estate broker or agent other than the Broker.

30.25. Building Name and Signage. Landlord shall have the right at any time to change the name of the Building and to install, affix and maintain any and all signs on the exterior and on the interior of the Building as Landlord may, in Landlord's sole discretion, desire. Tenant shall not use the name of the Building or use pictures or illustrations of the Building in advertising or other publicity, without the prior written consent of Landlord.

30.26. Transportation Management. Tenant shall fully comply with all applicable rules and regulations pertaining to programs intended to manage parking, transportation or traffic in and around the Building, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities to the extent required by law. Such programs may include, without limitation: (i) restrictions on the number of peak-hour vehicle trips generated by Tenant; (ii) increased vehicle occupancy; (iii) implementation of an in-house ridesharing program and an employee transportation coordinator; (iv) working with employees and any Building or area-wide ridesharing program manager; (v) instituting employer-sponsored incentives (financial or in-kind) to encourage employees to rideshare; and (vi) utilizing flexible work shifts for employees.

39

30.27. Hazardous Material; Asbestos Disclosure. As used herein, the term "Hazardous Material" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the state in which the Building is located or the United States Government. Tenant acknowledges that Landlord may incur costs (A) for complying with laws, codes, regulations or ordinances relating to Hazardous Material, or (B) otherwise in connection with Hazardous Material, including, without limitation, the following: (i) Hazardous Material present in soil or ground water; (ii) Hazardous Material that migrates, flows, percolates, diffuses or in any way moves onto or under the Real Property; (iii) Hazardous Material present on or under the Real Property as a result of any discharge, dumping or spilling (whether accidental or otherwise) on the Real Property by other tenants of the Real Property or their agents, employees, contractors or invitees, or by others; and (iv) material which becomes Hazardous Material due to a change in laws, codes, regulations or ordinances which relate to hazardous or toxic material, substances or waste. Tenant agrees that the costs incurred by Landlord with respect to, or in connection with, complying with laws, codes, regulations or ordinances relating to Hazardous Material shall be an Operating Expense, unless the cost of such compliance, as betwcen Landlord and Tenant, is caused by Landlord's negligence or willful misconduct or is made the responsibility of Tenant under this Lease. To the extent any such Operating Expense relating to Hazardous Material is subsequently recovered or reimbursed through insurance, or recovered from third parties, or other action, Tenant shall be entitled to a proportionate share of such Operating Expense to which such recovery or reimbursement relates.

    Landlord has advised Tenant that the Building contains asbestos, which was commonly used as a fireproofing and insulation agent in buildings constructed before 1979. The Building was constructed before 1979 and there is asbestos-containing material ("ACM") in the Premises as well as in other areas of the Building. Landlord agrees to abate, at Landlord's sole cost and expense which cost and expense shall not be included in Operating Expenses, all ACM on the ninth (9th) floor of the Building ("Landlord's Abatement Work") as soon as commercially reasonable after execution of this Lease. According to the United States Environmental Protection Agency ("EPA"); "intact and undisturbed asbestos materials do not pose a health risk. The mere presence of asbestos in a building does not mean that the health of the building occupants is endangered . . . However, asbestos materials can become hazardous when, due to damage, disturbance, or deterioration over time, they release fibers into building air." Managing Asbestos In Place, Washington, D.C., EPA 20T-2003, July 1990, at page 3. Landlord has provided or will provide Tenant with a separate notification containing such matters as the location of ACM in the Building. Tenant agrees in turn to notify its contractors and employees who work in the Building as required by California's Asbestos Notification Law (Health & Safety Code §§ 25915 et seq.). Tenant shall comply, and cause its employees, agents, contractors and invitees to comply, with all laws and regulations applicable to ACM, including without limitation work practice and notification regulations in the event of any work or activities which might disturb the ACM. Tenant shall not cause, suffer or permit any such activities to commence or continue without first notifying and obtaining the consent of Landlord, in addition to any notices or consents required by law. Tenant shall comply, and cause its employees, agents, contractors and invitees to comply, with any and all rules, regulations and asbestos management programs which may be adopted by Landlord for the Building or any other instructions, directions or prohibitions which Landlord may deliver with respect to the ACM. If any asbestos-related work is performed by or at the instance of Tenant, Tenant shall promptly provide Landlord with documentation establishing, as to each and every performance of such work, that the same was performed strictly in accordance with applicable government standards and with the requirements of this Lease.

    Tenant accepts the Premises with knowledge that there is ACM in the Building, but subject to Landlord's agreement to abate all ACM on the ninth (9th) floor of the Building no later than November 30, 1998 (subject to extension for Force Majeure delays and any delays caused by Tenant). and waives and releases any claim against Landlord which Tenant may now or hereafter have or acquire arising in connection with the presence of ACM in the Building.

40

30.28. Confidentiality. Landlord and Tenant acknowledge that the content of this Lease and any related documents are confidential information. Landlord and Tenant shall keep such confidential information strictly confidential and shall not disclose such confidential information to any person or entity other than Landlord's and Tenant's financial, legal, and space planning consultants.

30.29. Landlord Renovations. It is specifically understood and agreed that Landlord has no obligation and has made no promises to alter, remodel, improve, renovate, repair or decorate the Premises, Building, or any part thereof and that no representations respecting the condition of the Premises or the Building have been made by Landlord to Tenant except as specifically set forth herein or in the Work Letter. However, Tenant acknowledges that Landlord is currently renovating or may during the Lease Term renovate, improve, alter, or modify (collectively, the "Renovations") the Building, Premises, and/or Real Property, including without limitation the Building Parking Facility, common areas, systems and equipment, roof, and structural portions of the same, which Renovations may include, without limitation, (i) modifying the common areas and tenant spaces to comply with applicable laws and regulations, including regulations relating to the physically disabled, seismic conditions, and building safety and security, and (ii) installing new carpeting, lighting, and wall coverings in the Building common areas, and in connection with such Renovations, Landlord may, among other things, erect scaffolding or other necessary structures in the Building, limit or eliminate access to portions of the Real Property, including portions of the common areas, or perform work in the Building, which work may create noise, dust or leave debris in the Building. Tenant hereby agrees that such Renovations and Landlord's actions in connection with such Renovations shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Rent except as expressly provided in Section 19.9 or elsewhere in the Lease. Except to the extent otherwise provided in this Lease, Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant's business arising from the Renovations, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises or of Tenant's personal property or improvements resulting from the Renovations or Landlord's actions in connection with such Renovations, or for any inconvenience or annoyance occasioned by such Renovations or Landlord's actions in connection with such Renovations, except to the extent of the negligence or willful misconduct of Landlord or its employees or contractors.

30.30. Security. Landlord shall provide security for the Building twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year; provided, that, Landlord shall have no liability with respect to any failure of any security to protect the Building, the Premises or any users thereof. As of the date of execution of this Lease, Landlord maintains the following security facilities and services at the Building: (i) television monitors manned by security guards which view access to each of the two towers of the Building and which are located in the lobby of each of the towers on a 24-hours per day basis, (ii) one roving guard patrolling the Project between the hours of 6:00 p.m. and midnight every day of the week, and (iii) a restricted access list for persons seeking access during the off hours of the Building. Landlord shall maintain equivalent facilities and services throughout the Lease Term. The purpose of such security services is to monitor and limit access to the Building.

30.31. Consent/Duty to Act Reasonably. Except for any references to the terms "sole" or "absolute" (and except for matters which (1) could have an adverse effect on the structural integrity of the Building Structure, (2) could have an adverse effect on the Building Systems and Equipment, or (3) could have an effect on the exterior appearance of the Building, whereupon in each such case Landlord's duty is to act in good faith and in compliance with the Lease), any time the consent of Landlord or Tenant is required, such consent shall not be unreasonably withheld, conditioned or delayed. Subject to the foregoing, whenever this Lease grants Landlord or Tenant the right to take action, exercise discretion, establish rules and regulations or make allocations or other determinations

41

(other than decisions to exercise expansion, contraction, cancellation, termination or renewal options), Landlord and Tenant shall act reasonably and in good faith.

IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed the day and date first above written.

"Landlord"	COLONNADE WlLSHIRE CORP., a California corporation
	By:	/s/ INSIGNIA/E.S.G., INC., AGENT

By:
Its:	/s/ ILLEGIBLE ILLEGIBLE President

"Tenant"	TICKETMASTER L.L.C., a Delaware limited liability company
	By:	/s/ STUART DEPINA Stuart DePina Senior Vice President, Treasurer & CFO
	By:	/s/ VICTORIA RISHWAIN Victoria Rishwain Assistant Secretary

42

QuickLinks

FOURTH AMENDMENT TO OFFICE LEASE
EXHIBIT "A" Expansion Space Floor Plan
EXHIBIT "A" Expansion Space Floor Plan
EXHIBIT "B" First Offer Space Floor Plan
THIRD AMENDMENT TO OFFICE LEASE
EXHIBIT "A" Expansion Space Floor Plan
EXHIBIT "A" Expansion Space Floor Plan
SECOND AMENDMENT TO OFFICE LEASE
FIRST AMENDMENT TO OFFICE LEASE
WILSHIRE COLONNADE SUMMARY OF BASIC LEASE INFORMATION
WILSHIRE COLONNADE INDEX
INDEX OF MAJOR DEFINED TERMS
WILSHIRE COLONNADE OFFICE LEASE
ARTICLE 1. REAL PROPERTY, BUILDING AND PREMISES
ARTICLE 2. INITIAL LEASE TERM
ARTICLE 3. BASE RENT
ARTICLE 4. ADDITIONAL RENT
ARTICLE 5. USE OF PREMISES
ARTICLE 6. SERVICES AND UTILITIES
ARTICLE 7. REPAIRS
ARTICLE 8. ADDITIONS AND ALTERATIONS
ARTICLE 9. COVENANT AGAINST LIENS
ARTICLE 10. INSURANCE
ARTICLE 11. DAMAGE AND DESTRUCTION
ARTICLE 12. NONWAIVER
ARTICLE 13. CONDEMNATION
ARTICLE 14. ASSIGNMENT AND SUBLETTING
ARTICLE 15. SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES
ARTICLE 16. HOLDING OVER
ARTICLE 17. ESTOPPEL CERTIFICATES
ARTICLE 18. SUBORDINATION
ARTICLE 19. DEFAULTS; REMEDIES
ARTICLE 20. COVENANT OF QUIET ENJOYMENT
ARTICLE 21. SECURITY DEPOSIT
ARTICLE 22. SUBSTITUTION OF OTHER PREMISES
ARTICLE 23. SIGNS
ARTICLE 24. COMPLIANCE WITH LAW
ARTICLE 25. LATE CHARGES
ARTICLE 26. LANDLORD'S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT
ARTICLE 27. ENTRY BY LANDLORD
ARTICLE 28. TENANT PARKING
ARTICLE 29. FIRST OFFER RIGHT
ARTICLE 30. MISCELLANEOUS PROVISIONS