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                                                                   EXHIBIT 10.31

November 27, 1998

David W. Hagan
196 Cottingham Street
Toronto, Ontario
M4V1C5

Dear David:

We are impressed by your background and look forward to you joining the
Ticketmaster Online-CitySearch Team.  This letter confirms the terms of our
offer of employment that we have recently discussed.

We would like you to begin employment on November 16, 1998.  You will be the
Chief Operating Officer, reporting to Charles Conn, Chief Executive Officer and
Thomas Layton, President.

Your base salary will be $170,000 annually.  In addition, you are eligible to
receive an annual bonus of $30,000, paid quarterly.  Your bonus will be earned
based on successful achievement of the financial and operating objectives set
out as part of the Company's initial public offering plan.  Base salary will be
paid out on the 30th of each month.  You have the option of having us deposit
your checks directly to your account or having the checks mailed to you.

You may receive a stock option grant to purchase shares of Ticketmaster Online -
CitySearch Common Stock.  We anticipate that the Board of Directors will
consider granting you an option for 175,000 shares (as adjusted for any stock
splits or similar recapitalizations of the company that may occur prior to that
time).  The current strike price is $8.67 per share.  One-fourth the options
would vest on your one-year anniversary date and 1/48th of the options would
vest at the end of each of the subsequent 36 months.  At the end of four years,
all options will have vested.  The grant and terms of the options are subject to
modification and approval by the Board of Directors when it considers the
option.

As discussed, we anticipate that you will grow in your leadership role and that
you will assume the additional title of President within 3 to 6 months.  In the
case of that eventuality, we would make an additional option grant of no less
than 50,000 option shares of company stock, with a strike price equal to the
then prevailing market price.

You and your dependents will be eligible to participate in the benefits program
on the first of the month following 30 days of employment.  The Company will
cover the costs for HMO medical, dental and vision benefits; however, you may
elect to participate in the PPO plan and are able to pay for the incremental
costs through payroll deductions.  You will also be enrolled in our long-term
disability (LTD) plan on the first of the month following 3 months of
employment.  You are also eligible to participate in the 401(k) plan in the next
quarterly open enrollment period following the completion of 3 months of
employment.  In addition, you will accrue 15 days paid time off (PTO) on an
annual basis, and are eligible to take accrued PTO after you have worked at the
company for 3 continuous months.  PTO may be requested for any reason, and need
not be explained by the employee at any time.  Examples of PTO use are for
vacation, sick days, doctor/dentist appointments, jury duty, personal days or
other miscellaneous reasons.

In addition, the Company will cover reasonable costs of relocating you and your
family, including:

     .    Transaction costs associated with selling your current home;

     .    Reasonable costs associated with moving your physical possessions;

     .    Reasonable travel expenses associated with trips by you to visit your
          family, and for them to visit you, up to 7 months after your start
          date and before you have relocated your family to the Los Angeles
          region. We expect that you will be traveling to Toronto on a bi-weekly
          basis and expect your family to visit Los Angeles on a monthly basis;

     .    Temporary housing in the company corporate apartment prior to the
          purchase of a home in the Los Angeles region.
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November 27, 1998
D. Hagan

In the event that you must repay your current Sprint Canada mortgage prior to
closing on the sale of your house, the company will give you a short-term bridge
loan of $250,000, at an interest rate still to be determined, for a period not
to exceed 6 months.  Repayment of this amount would be due on the closing of the
sale of your current home.

Your employment with Ticketmaster Online - CitySearch is "at will."  This means
that you are free to terminate your employment, at any time, with or without a
reason, and Ticketmaster Online - CitySearch has the right to terminate your
employment at any time, with or without a reason.  Although the Company may
choose to terminate employment for cause, cause is not required.

In the event that you are terminated, the Company will continue to pay your base
salary for 9 months, or until you find alternative full-time employment,
whichever comes first.  This salary continuation will not be granted in the
event that:

     .    You have willfully failed to carry out the reasonable directions of
          the CEO within 10 business days after written demand for substantial
          performance is delivered to you by an Officer of The Company;
     .    You have committed an act or acts of personal dishonesty which results
          in personal enrichment by you at the expense of the company or an act
          or acts of personal dishonesty which causes substantial injury to the
          business, operations or reputation of The Company;
     .    You have been convicted of a felony;
     .    You have violated our alcohol and drug policy.

The United States government requires all U.S. employers to verify that a new
employee is eligible to work in the United States.  This law applies to citizens
as well as to non-citizens.  You will receive the necessary information and
documentation requirements upon joining Ticketmaster Online - CitySearch.  In
addition, you will need to sign the company's standard Non-Disclosure Agreement,
Employment Agreement and Inventions and Confidentiality Agreement on or before
your first day of employment.

This letter covers all aspects of our offer.  If you have any questions, please
do not hesitate to get in touch with one of us.  We can be reached at (626) 660-
2532.  Our fax number is (626) 660-2537.

Sincerely,

/s/ Sharon Smith                             /s/ Brad Ramberg
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Sharon Smith                                 Brad Ramberg
Vice President, People                       Chief Financial Officer

Please confirm acceptance of these terms by signing in the space provided below
and return the original offer letter to our office.  A duplicate copy is
enclosed for your records.

I accept the position of Chief Operating Officer with Ticketmaster Online -
CitySearch and will start work on _______________.

/s/ David W. Hagan
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Signature                                    Date

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