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                                                                   EXHIBIT 10.51

                    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.


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


TICKETMASTER CORPORATION,
an Illinois corporation

By:
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                                                 Marc Bension, an individual
Title:
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