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                                                                   EXHIBIT 10.53

                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT


        AMENDMENT, dated as of February 28, 1998, between Ticketmaster
Publishing, Inc. (the "Company"), and Carole Ference ("Executive").

                              W I T N E S S E T H:

        WHEREAS, the Company and Executive are parties to that certain
Employment Agreement, dated as of February, 1995 (the "Agreement"), relative to
Executive?s employment by the Company; and

        WHEREAS, the Company and Executive have agreed to make certain
amendments to the 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. Terms defined in the Agreement shall have the same
meaning when used in this Amendment, unless the context requires otherwise.

        2. EXTENSION OF THE TERM. The term of the Agreement is hereby extended
for a period of two (2) additional years, commencing on March 1, 1998 and ending
on the last day of February, 2000 (the ?Extension Period?), subject to early
termination as provided herein.

        3. BASE SALARY AMOUNT DURING EXTENSION PERIOD. The Base Salary Amount
during each Contract Year of the Extension Period shall be $250,000, per annum.

        4. ANNUAL PERFORMANCE BONUS DURING EXTENSION PERIOD. Notwithstanding
anything to the contrary in Subsection 6(b) of the Agreement, Employee?s minimum
annual performance bonus shall be $25,000.

        5. TERMINATION.

               (a) Termination for Any Reason. The Company or Executive may
terminate the employment of Executive effective as of March 1, 1999 for any
reason upon notice to the other party at any time prior to January 1, 1999.
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               (b) Severance. In the event that Company terminates Executive?s
employment under Section 5(a) above, then Company shall as severance and full
and final settlement and release of all its obligations to Executive (i) pay
Executive one-half of her Base Salary (i.e., $125,000) on or before March 31,
1999, and (ii) keep in force and effect the insurance benefits set forth in
Sections 6(d)(i) and (ii) and 6(e) of the Agreement for a period equal to the
lesser of the full 1999 calendar year or until Executive obtains full time
employment. Additionally, in such event Company shall pay Executive all expenses
incurred but not yet reimbursed and accrued vacation, if any.

        6. CONTINUED EFFECTIVENESS OF AGREEMENT. Except as expressly set forth
herein, the Agreement shall continue in full force and effect in accordance with
its terms and provisions thereof; provided, however, Subsections 6(g),(h) and
(i) of the Agreement are hereby deleted in their entirety.

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

                                    By:     Ticketmaster Publishing, Inc.,
                                            a Delaware corporation

                                            By:
                                              ----------------------------------
                                            Title:
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                                            -----------------------------------
                                            Carole Ference, an individual