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                                                                  EXHIBIT 10.39


                              EMPLOYMENT AGREEMENT


         AGREEMENT, dated as of October 18, 1996, between Ticketmaster Group,
Inc., an Illinois Corporation (the "Company"), and Layne Leslie Britton
("Executive").

                              W I T N E S S E T H:

         WHEREAS, the Company is desirous of employing Executive, and Executive
is desirous of 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 this Agreement, unless the context requires otherwise:

                 (a)      "BASE SALARY AMOUNT" shall mean $106,250 for the
         first Contract Year (provided that such amount shall be appropriately
         reduced if Executive's employment commences after November 1, 1996),
         $425,000 during the second Contract Year, $475,000 during the third
         Contract Year, $500,000 during the fourth Contract Year, and $525,000
         during the fifth Contract Year.

                 (b)      "BENEFIT PLAN" shall mean each vacation pay, sick
         pay, retirement, welfare, medical, dental, disability, life insurance,
         deferred compensation, incentive compensation, stock option, stock
         appreciation right, restricted stock, profit sharing, pension 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)      "COMMON STOCK" shall mean the Common Stock, no par
         value, of Ticketmaster Group, Inc., the parent of the Company.

                 (f)      "CONTRACT YEAR" shall mean for the first Contract
         Year the period commencing on or after November 1, 1996 (but not later
         than November 30, 1996) and ending January 31, 1997, and for each
         Contract Year thereafter, the twelve month period commencing each
         February 1 and ending on the immediately following January 31.
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                 (g)      "CUSTOMER" shall have the meaning ascribed to that 
         term in Section 9(d).

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

                 (i)      "DISABILITY PERIOD" shall have the meaning ascribed
         to that term in Section 6(a).

                 (j)      "PROPRIETARY INFORMATION OF THE COMPANY" shall have
         the meaning ascribed to that term in Section 10(a).

                 (k)      "TERMINATION PERIOD" shall have the meaning ascribed
         to that term in Section 7(a).

                 (l)      "TICKETMASTER BUSINESSES" shall have the meaning
         ascribed to that term in Section 9(b).

                 (m)      "VENTURE" shall have the meaning ascribed to that
         term in Section 4.

         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 be
for a period commencing on November 1, 1996 and ending on January 31, 2001,
subject to early termination as herein provided.

         4.      POSITION AND DUTIES.  Executive shall serve as an Executive
Vice President of the Company, and, upon organization of Ticketmaster Ventures,
Inc. ("Venture"), a wholly owned subsidiary of the Company, the President and
Chief Operating Officer thereof. The Company agrees to organize and incorporate
Venture within 30 days of the date of this Agreement.  Subject to the authority
of the Board of Directors and the Chief Executive Officer of the Company, the
Executive shall have responsibility for (i) the travel, television, cable, and
radio businesses developed by the Company and Venture, (ii) program
development, production and distribution, (iii) all new businesses of the
Company and Venture other than those related to the ticketing, merchandising,
marketing, ad sales and LIVE magazine businesses of the Company, and (iv) 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 shall
report exclusively and directly to the President and Chief Executive Officer
and the Board of Directors 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.  During Executive's employment by the Company and Venture, he will
be entitled to indemnification as an officer of the Company (and, if so
elected, as an officer or





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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 will not take any actions of the kind
described in Sections 9(b), 9(c) and 9(d).  Notwithstanding the foregoing,
nothing shall preclude the Executive from (i) serving on the boards of
directors of a reasonable number of other corporations, trade associations
and/or charitable organizations with the consent of the Board of Directors of
the Company, which consent will not be unreasonably withheld, (ii) engaging in
charitable activities and community affairs, and (iii) managing his personal
investments and affairs, provided that such activities do not materially
interfere with the proper performance of his duties and responsibilities to the
Company and Venture and would not result in Executive taking 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 Senior Vice President of the Company or
         President and Chief Operating Officer of Ventures (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 as of which the Board of Directors determines Executive have
         incurred a 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, commencing with the second 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





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         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 than $115,000 for the second
         Contract Year, $125,000 for the third Contract Year, or $150,000 for
         each Contract Year thereafter.

                 (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 as applicable to other senior
         executives, 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.

                 (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
         $2,000,000; 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 (which rates shall in no event increase
         during any Contract Year by a percentage greater than the percentage
         increase in the consumer price index for all urban workers (1967=100)
         over the indexed figure for the immediately preceding Contract Year,
         in each 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; provided, however, that in the event Executive
         is not insurable at such standard insurable rates, the Company will
         nevertheless maintain such disability insurance policy (if available)
         so long as Executive pays the difference in premium.





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                 (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 except for the
         first Contract Year (or such other vacation time as is consistent with
         the Company's policy for senior management).

                 (g)      STOCK OPTIONS.  Pursuant to the terms and conditions
         of the Ticketmaster Stock Plan (the "Stock Plan"), as heretofore
         amended and restated, Executive shall be entitled to receive
         non-statutory stock options to purchase 75,000 shares of Common Stock
         at an exercise price equal to $14.145 per share or, if an initial
         public offering of Common Stock is completed prior to May 1, 1997, the
         price per share offered to the public.  The stock options will only be
         exercisable to the extent that Executive is then vested in such stock
         options.  Executive shall vest in 12,500 of the stock options on
         January 31, 1997, 6,250 of the stock options on February 1, 1998
         (provided that Executive shall not have exercised his right to
         terminate this Agreement pursuant to Section 7(a) during the
         Termination Period) and the remaining 56,250 stock options shall vest
         monthly pro rata over the 36 month period immediately following
         February 1, 1998.  Executive shall be entitled to participate in
         additional stock option grants or plans as may be available to
         executives of the Company from time to time, in the sole discretion of
         the Compensation Committee of the Board of Directors of the Company or
         the Parent.

                 (h)      OFFICE. Executive's office shall be located near the
         office of the Chief Executive Officer of the Company in the Company's
         principal corporate offices.

         7.      TERMINATION.

         (a)     Termination for Any Reason.  The Company or Executive may
terminate the employment of Executive for any reason during the period
commencing December 10, 1997 and ending January 31, 1998 ("Termination
Period").

         (b)     Disability, Death or Cause.  The Company or Executive may
terminate the employment of Executive 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 Venture or the





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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.
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, and the situation
resulting in the Company's determination to terminate for Cause is
non-repetitive in nature, the right to remedy such situation so that such
termination is no longer effective.

         (c)     Severance.  Upon the termination of Executive's employment
under Section 7(a) during the Termination Period by either Company or
Executive, then Company shall pay Executive his Base Salary until the earlier
of January 31, 1999, or the date Executive commences employment with another
employer and between the date of employment with another employer and January
1, 1999, the Company shall continue to pay Executive an amount equal to the
difference between the Base Salary otherwise payable and his compensation
payable by the other employer.  Upon the termination of Executive's employment
under Section 7(b), 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.  Termination of Executive's employment shall not affect
Executive's ability to exercise stock options that have vested prior to the
date of termination.  In addition, upon the termination of Executive's
employment after the expiration of the Termination Period for any reason other
than for or by virtue of Cause, death, Disability 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 (as to a new position comparable to Executive's position and
salary hereunder) commencing on the first anniversary of the date of
termination; and further provided that Executive shall perform his covenants,
duties and obligations under Sections 9(b), 9(c) and 9(d) during the remainder
of the term hereof.  Termination of Executive's employment for any reason
whatsoever shall not affect Executive's vested status under any Benefit Plan or
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





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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; 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

                 (b)      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; 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.





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                 (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
         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 Ticketmaster
         Businesses 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





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         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)):

                                  (i)      If to the Company:

                                           Ticketmaster Group, Inc.
                                           3701 Wilshire Boulevard
                                           7th Floor
                                           Los Angeles, California 90010
                                           Attention: Chairman of the Board
                                           Telecopy No.: (213) 382-1146





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                                           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:

                                           Layne Leslie Britton
                                           3677 Boise Avenue
                                           Los Angeles, California 90066
                                           Telecopy No.: (310) 398-2177

                                           With a copy to:

                                           Gang, Tyre, Ramer & Brown
                                           132 South Rodeo Drive
                                           Beverly Hills, California 50213
                                           Attention: Jeffrey Mandel and
                                                      Bruce Ramer
                                           Telecopy No.: (310) 777-4801

                 (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 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





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         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 (together with any
         applicable option agreements pursuant to Section 6(g)) 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.

                 (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, as long as the
         Company remains liable for all obligations hereunder, 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.





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                 (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 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.





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


                                      TICKETMASTER GROUP, INC.


                                      By: /s/ Fredric D. Rosen
                                          ------------------------------
                                      Title: President


                                      /s/ Layne Leslie Britton
                                      ----------------------------------
                                      LAYNE LESLIE BRITTON










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