Exhibit 2.1

Agreement for the sale and purchase of
all shares in the capital

of

TICKET SERVICE NEDERLAND B.V.

by and between

POSTKANTOREN B.V.andKPN CONSUMER INTERNET AND MEDIA SERVICES B.V.

as
sellers

and

TICKETMASTER UK LIMITED

as purchaser

dated
7 June 2002

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Table of Contents

1.

Interpretation

52.

Sale and purchase

53.

The Purchase Price

64.

Completion Balance Sheet

65.

Completion and payment

86.

Due diligence investigation of the Purchaser

107.

Breach of Warranties

108.

Indemnifications

129.

Post Completion covenants

1410.

Restrictive covenants

1511.

Confidentiality

1612.

Assignment

1713.

Miscellaneous

1714.

Governing law and jurisdiction

19


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SchedulesSchedule B:

Overview of the SharesSchedule 1.1:

DefinitionsSchedule 5.2.4:

Form of letter of resignationSchedule 5.2.8.:

Deed of depositSchedule 5.2.10:

Transitional Services AgreementSchedule 5.2.11:

Employment agreement Mr. van RuijvenSchedule 6.2.1:

Data Room InformationSchedule 6.2.2:

QuestionsSchedule 6.2.3:

InterviewsSchedule 6.3:

WarrantiesSchedule 9.2:

Pension proposalSchedule 11.4:

Draft Press ReleaseSchedule D1:

Accounting PrinciplesSchedule D2:

Annual AccountsSchedule D3:

Deed of TransferSchedule D4:

EmployeesSchedule D5:

Key ExecutivesSchedule D6:

Material ContractsSchedule D7:

Required Working CapitalSchedule D8:

Shareholders ResolutionSchedule D9:

Working CapitalAnnexes to the WarrantiesAnnex A4:

Extract Chamber of CommerceAnnex F3:

Non competition & liabilitiesAnnex G5:

Obligations of the CompanyAnnex H1:

AssetsAnnex H6:

DebtorsAnnex H7:

Claims for securityAnnex J2:

Intellectual Property RightsAnnex J3:

Disclosure of informationAnnex J4:

Licensed RightsAnnex J7:

Special ArrangementsAnnex K13:

Tax exemptionsAnnex L2e:

Distribution of profitsAnnex L2g:

Change in terms of employmentAnnex M1:

List of EmployeesAnnex M2:

Power of AttorneyAnnex M4:

Employee Benefits (arrangementsAnnex N2:

Insurance PoliciesAnnex Q:

LicensesAnnex R2:

Conflicts with Material ContractsAnnex R3:

Conflicting Agreements


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SHARE PURCHASE AGREEMENT

This Agreement is made this seventh day of June 2002 by and between:



and

and



WHEREAS:

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HEREBY AGREE AS FOLLOWS:

1.    Interpretation

| |  | 1.2.1. |  | references to Clauses, paragraphs, sub-paragraphs, Schedules and Annexes are to Clauses, paragraphs, sub-paragraphs of, and Schedules and Annexes to this Agreement;                                                                                                                                                                                 
| |  | ------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 1.2.2. |  | a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted except to the extent that any amendment or modification made after the
Completion Date would increase or alter the liability of the Purchaser under this Agreement;
| |  | 1.2.3. |  | references to a "person" shall be construed so as to include any individual, firm, company, government, state or agency of a state or any joint venture, association or partnership (whether or not having separate legal personality);                                                                                                              
| |  | 1.2.4. |  | references to writing shall include any modes of reproducing words in a legible and non-transitory form;                                                                                                                                                                                                                                             
| |  | 1.2.5. |  | references to times of the day are to Amsterdam time;                                                                                                                                                                                                                                                                                                
| |  | 1.2.6. |  | headings to Clauses and Schedules are for convenience only and do not affect the interpretation of this Agreement;                                                                                                                                                                                                                                   
| |  | 1.2.7. |  | the Schedules and any attachments form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the Schedules.                                                                                                                       

2.    Sale and purchase

| |  | 2.1.1. |  | Seller 1 sells and shall transfer one (1) priority share (numbered P1) and two hundred (200) shares A (numbered A1 up to and including A200);                                                                       
| |  | ------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 2.1.2. |  | Seller 2 sells and shall transfer one (1) priority share (numbered P2) and one hundred (100) shares A (numbered A201 up to and including A300) and one hundred (100) shares B (numbered B1 up to and including B100)



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3.    The Purchase Price

4.    Completion Balance Sheet

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| |  | 4.7.1. |  | the aggregate amount of Working Capital on the Effective Date;                                                                                 
| |  | ------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------
| |  | 4.7.2. |  | the aggregate amount of Cash held by the Company on the Effective Date taking into account the settlement of Debt in accordance withClause 4.8;



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5.    Completion and payment

| |  | 5.2.1. |  | the Sellers shall deliver to the Purchaser for inspection the original shareholders register of the Company which (i) reflects the Sellers as the beneficial and legal owners of the Shares and (ii) evidences that
there are no Encumbrances on the Shares;                                                                             
| |  | ------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 5.2.2. |  | the Purchaser shall deliver to the Sellers a statement to the effect that its executive board has approved the transaction;                                                                                                                                                                                                              
| |  | 5.2.3. |  | the Sellers shall deliver to the Purchaser a statement to the effect that their respective boards have approved the transaction                                                                                                                                                                                                          
| |  | 5.2.4. |  | the Sellers shall deliver to the Purchaser the letters of the members of the Supervisory Board in which they have tendered their resignation, substantially in the form as attached hereto as Schedule 5.2.4 and effective subject to and as per the
transfer of the Shares together with a copy of the executed Shareholders Resolution;
| |  | 5.2.5. |  | the Purchaser shall deliver to the Sellers evidence of payment, before 10.00 AM on the Completion Date and for value the date equal to the Completion Date, of the Initial Purchase Price into the Notary's bank account;                                                                                                                
| |  |        |  |                                                                                                                                                                                                                                                                                                                                          

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| |  | 5.2.6. |  | the transfer of the Shares from the Sellers to the Purchaser shall be effected by means of the execution of the Deed of Transfer;                                                                                                                                                                                                                                                                                                      
| |  | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 5.2.7. |  | the transfer of the Shares shall be recorded in the Company's shareholders' register;                                                                                                                                                                                                                                                                                                                                                  
| |  | 5.2.8. |  | the Sellers shall deliver to the Purchaser the Data Room Information, which shall become the property of the Company as of the Completion Date whereas a copy of the Data Room Information will be deposited with the Notary substantially in the form
attached hereto asSchedule 5.2.8;                                                                                                                                               
| |  | 5.2.9. |  | the Sellers shall deliver to the Purchaser either a confirmation that (i) the agreement between the Company and Paradiso which will expire in May 2002 is or will be extended and (ii) the agreement between the Company and Melkweg which
will expired in April 2002 is or will be extended or a statement that no notice has been received to that effect that Melkweg and/or Paradiso has terminated its agreement with the Company.
| |  | 5.2.10 |  | the Sellers and the Purchaser shall enter into the Transitional Services Agreement, substantially in the form attached hereto asSchedule 5.2.10.                                                                                                                                                                                                                                                                                       
| |  | 5.2.11 |  | Mr. van Ruijven has entered into the employment agreement with the Company, in the form attached hereto asSchedule 5.2.11.                                                                                                                                                                                                                                                                                                             
| |  | 5.2.12 |  | the Sellers shall deliver to the Purchaser a statement from Mojo evidencing that Mojo shall not invoke the change of control clause as provided for in article 19 and article 17 respectively of the agreements entered into between the Company
and Mojo dated 30 November 2002 and 26 April 2002 respectively.                                                                                                                       
| |  | 5.2.13 |  | the Sellers shall deliver Purchaser a statement from Mojo confirming that TSN may release as income EUR 43,000 included in the 2001 EBITDA as a released accrual from uncollected ticket money in respect of cancelled tickets. In addition, Mojo confirms
that TSN may retain in general such uncollected ticket money in its contractual relationship(s) with Mojo.                                                                  
| |  | 5.2.14 |  | the Sellers shall deliver to the Purchaser a statement that positive or neutral advice is obtained from the relevant Works Council of Seller 2.                                                                                                                                                                                                                                                                                        

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6.    Due diligence investigation of the Purchaser



7.    Breach of Warranties

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| |  | 7.4.1 |  | PeriodExcept where it concerns the Warranties contained in paragraphs A1, A2, B, C1 and C2 ofSchedule 6.3,the Sellers' liability shall end if the Purchaser has not notified the Sellers of the alleged
Breach (i) where the warranties contained in paragraph K (Taxation) ofSchedule 6.3are concerned, within 3 months after the end of the period during which the Taxes referred to in
those items can be levied or collected under the laws of the Netherlands and (ii) where the other Warranties are concerned, within 15 months of Completion.
| |  | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 7.4.2 |  | AmountExcept where it concerns the Warranties contained in paragraphs A1, A2, B, C1 and C2 ofSchedule 6.3,the aggregate liability of the Sellers under this Agreement will be limited to a maximum amount
equal to sixty-five percent. (65%) of the Purchase Price as a result whereof each Seller will be liable up to a maximum amount equal to thirty two point five percent. (32.5%) of the Purchase Price;                                                                                                                                       
| |  | 7.4.3 |  | De minimisThe Sellers shall not be liable unless the minimum total amount of Damages resulting from (a) Breach(es) exceeds EUR 100,000 (in words one hundred thousand Euro) and the amount of Damages resulting from individual Breaches (or a series of claims
arising from substantially identical facts or circumstances) exceeds EUR 10,000 (in words ten thousand Euro), in which case the full amount of such Damages is payable.                                                                                                               

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| |  | 7.9.1 |  | the amount recovered on the basis of Clause 3.4 and 4.11 with respect to the same facts and circumstances which resulted in a Breach;                                                                                                 
| |  | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 7.9.2 |  | the amount of any reserve or provision included in the Annual Accounts for Damages to which such Breach relates;                                                                                                                      
| |  | 7.9.3 |  | the amount of any indemnification or other recoveries (including insurance proceeds) payable to the Purchaser or the Company by any third party in connection with the circumstances which gave rise to the Breach;                   
| |  | 7.9.4 |  | the amount of any Damages arisen as a result of an amendment in the legislation, regulations or development in case law which occurred after the Completion Date;                                                                     
| |  | 7.9.5 |  | the amount of any Damages arisen as a result of a change after the Completion Date in the Accounting Principles applied by the Company in comparison to the Accounting Principles applied by the Company before Completion;           
| |  | 7.9.6 |  | the amount of any Tax savings or benefits (including any Tax reduction, credit, loss carry back or carry forward) actually enjoyed by the Purchaser or the Company in connection with the circumstances which gave rise to the Breach.

8.    Indemnifications



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9.    Post Completion covenants







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10.    Restrictive covenants

| |  | 10.1.1 |  | be engaged in the Core Business in the Netherlands or be engaged in the Core Business outside the Netherlands if it is targeted at customers and/or event organisers residing in the Netherlands except to the extent they
operate as a sales or distribution channel or provide facilitating services for the benefit of third parties via mobile telephony and internet. If Seller 1 and its Affiliates are not prohibited under this subclause 10.1 from being engaged in the
computerised sale of tickets, they shall use their reasonable endeavours to provide the Company with the opportunity to act as a ticketing company or content provider relating to the facilitating of services in connection with mobile telephony and
internet as used by Seller 1 and Seller 1 shall not designate any person or company as its preferred ticketing company. It is agreed that this provision shall not constitute a change of control or poison pill in the case a third party acquires the
control of Koninklijke KPN N.V. or the business division to which Seller 1 belongs is involved in an initial public offering on a recognised stock exchange.
| |  | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 10.2.1. |  | For a period of 36 months from the Completion Date, Seller 2with the exclusion of its franchiserscovenants and agrees with the Purchaser and the Company that it shall not directly or indirectly, without
the prior written approval of the Purchaser, be engaged in the Core Business in the Netherlands or be engaged in the Core Business outside the Netherlands if its is targeted at customers and/or event organisers residing in the Netherlands. For the
avoidance of doubt, the Parties acknowledge that Seller 2 may then act as a distribution or sales outlet for any third party.
| |  | ------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |         |  | The activities of Postkantoren B.V. related to the sale or distribution of transportation tickets, lottery tickets and accommodation tickets are not restricted by this exclusivity clause.                                                                                                                                                                                                                                                                                                                                                                                                       

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| |  | 10.3.1. |  | canvass to or solicit orders from any person who is at the time of canvassing or soliciting the orders for services or at the Completion Date or has been at any time within the year prior thereto or, a supplier or
customer of the Company (the "Customer"), for services relating to the Core Business, provided that Seller 1 and its Affiliates are allowed to operate as a sales or distribution channel or provide
facilitating services for the benefit of third parties via mobile telephony and fixed or mobile internet provided that such third party is not a Customer. If a Customer no longer has a legal relationship with the Company, neither Seller 1 nor its
Affiliates shall be restricted under this Clause 10.3.1 to do business with such Customer. Neither Seller 1 nor its Affiliates shall induce Customers to breach or terminate their relationship with the Company;
| |  | ------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 10.3.2. |  | engage, employ, solicit or contact with a view to hiring or engaging employees of the Company (For the purpose of this paragraph "employees" shall mean persons currently employed by the Company or persons whose employment with the Company ended less
than a year before the Completion Date).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

11.    Confidentiality

| |  | 11.1.1 |  | the terms of this Agreement;                                                                                                                        
| |  | ------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 11.1.2 |  | the subject matter of negotiations between the Parties in connection with the Transaction;                                                          
| |  | 11.1.3 |  | any other information (including any public announcement) in relation to the Company, this Transaction or the Agreement; or                         
| |  | 11.1.4 |  | any confidential or secret knowledge or information with respect to any aspect of the respective businesses of each Party or the respective Parties;



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12.    Assignment

13.    Miscellaneous





If to the Purchaser, to:Name

:

Ticketmaster UK Ltd.Attn

:

Managing DirectorAddress

:

48 Leicester Square, WC2H 7LR, London, United KingdomFax

:

+44-20-7344-4000Phone

:

+44-20-7344-4000Name

:

TicketmasterAttn

:

General CounselAddress

:

3701 Wilshire Boulevard, 9th Floor, Los Angeles, California, 90010, USAFax

:

+1 213 382 2738Phone

:

+1 213 639 6100


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and with a copy toName

:

Arne Grimme, De Brauw Blackstone WestbroekAddress

:

P.O. Box 75084
1070 AB AmsterdamFax

:

+ 31 20 4 710 010Phone

:

+ 31 20 5 771 421If to Seller 1, to:Name

:

KPN Telecom B.V.Attn

:

J. DouwesAddress

:

Maanplein 5,
2516CK The Hague, the NetherlandsFax

:

+ 31 70 343 2112Phone

:

+ 31 70 343 4343andIf to Seller 2, to:Name

:

Postkantoren B.V.Attn

:

R. van de SteurAddress

:

Croeselaan 15Fax

:

+ 31 30 290 58 14Phone

:

+ 31 30 290 44 25and with a copy toName

:

Ewout J. Stumphius, Loyens & LoeffAddress

:

P.O. Box 2888
3000 CW RotterdamFax

:

+ 31 10 433 0282Phone

:

+ 31 10 224 6644










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14.    Governing law and jurisdiction

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Thus signed in Amsterdam in three fold, this 7th day of June 2002

For and on behalf of

For and on behalf ofPostkantoren B.V.

KPN CONSUMER INTERNET AND MEDIA SERVICES B.V.By:

By:Title:

Title:For and on behalf of

For and on behalf ofTicketmaster UK Limited,

Ticket Service Nederland B.V./s/EDWIN S. FRIENDLY IIIBy: Edwin S. Friendly III

By:under a power of attorney dated 30 May 2002

Title:


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SCHEDULE 1.1  DEFINITIONS

"Accounting Principles" means the accounting policies, practices, principles and treatments set forth in Schedule D1and otherwise in accordance with Netherlands
generally accepted accounting principles consistently applied by the Company on a going
concern basis.

"Affiliate" means in respect of any person or legal entity, a person or legal entity that directly or indirectly through one or more
intermediaries, controls, is controlled by or is under common control with such person or legal entity. For the purpose of this definition, "control" means the power to direct or cause the direction
of the management and policies of a person or legal entity, whether through the ownership of voting securities, by contract or otherwise (and "controlling", "controlled by" and "under common control
with" shall be construed accordingly).

"Agreement" means this agreement and all of its Schedules and Annexes.

"Annual Accounts" means the Company's audited annual accounts in respect of the Company's financial year 2001, consisting of a balance
sheet and a profit and loss account with explanatory notes thereto and a director's report of the Company's board of managing directors, prepared in accordance with the Accounting Principles, applied
on a consistent basis, accompanied by an unqualified auditor's statement, as attached hereto asSchedule D2.

"Assets" means movable and immovable objects, rights to objects and other property, shares, membership rights, claims, Intellectual
Property Rights and other property rights, software, data bases, know how, goodwill and any other tangible or intangible assets.

"Balance Sheet Date" means 31 December 2001.

"Breach" means a breach of any of the Warranties, as referred to inClause 7;

"Business Day" means a day (other than a Saturday or a Sunday) on which banks are generally open for business in Amsterdam, the
Netherlands.

"Cash" means as at the Completion Date all cash in hand or deposited in bank accounts held in the name of the Company or cash equivalents,
including any interest accrued thereto, as will appear from the Completion Balance Sheet.

"Company" means Ticket Service Nederland B.V., a private limited liability company according to the laws of the Netherlands
(besloten vennootschap met beperkte aansprakelijkheid), having its statutory seat in The Hague, the Netherlands and its place of business at
Eisenhowerlaan 118, 2517 KM The Hague, the Netherlands.

"Completion" means the completion of the sale and purchase of the Shares and of the other actions as set forth in Clause 5under this Agreement.

"Completion Date" means the day on which the Completion shall take place.

"Completion Balance Sheet" means the pro forma balance sheet of the Company as per the Effective Date, to be prepared and determined in
accordance withClause 4hereof.

"Core Business" means the computerised sale of tickets in the areas of entertainment, sports and trade shows (including but not limited to
exhibitions and conferences).

"Damages" have the meaning set out inClause 7.

"Dangerous Substances" means all substances or preparations which are radio-active, toxic or explosive or dangerous to man, animal or
environment, or, the extraction, manufacture, possession or

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disposal of which is prohibited or subject to restrictions pursuant to any statutory provision of the laws of the Netherlands.

"Data Room Information" has the meaning set forth inClause 6.2.

"Debt" means as at the Completion Date interest bearing debt due or payable by the Company, including any and all financial lease
obligations as at the Completion Date and including accrued interest thereto by excluding (i) any amounts which the Company owes to Seller 2 pursuant to ordinary trading, and (ii) any
other current liabilities of the Company for the supply of goods and services in the ordinary course of business."

"Deed of Transfer" means a notarial instrument substantially in the form attached hereto asSchedule
D3for the transfer of the Shares by the Sellers to the Purchaser.

"Disclosure Letter" means the disclosure letter from the Sellers to the Purchaser delivered to the Purchaser three (3) Business
Days before the date of this Agreement in the agreed form together with the Annexes thereto.

"Due Diligence Investigation" means the due diligence investigations performed by the Purchaser and its advisors during the period
commencing on 25 February 2002 and ending on 4 March, 2002.

"Effective Date" means 31 May 2002.

"Employees" means the individuals employed by the Company as at the Completion Date listed inSchedule
D4.

"Employee Benefit Arrangements" means the schemes or arrangements operated by the Company in which the Company participates in respect of
any Employee (other than state or statutory social security, unemployment, insurance, workers compensation or pension arrangements) related to benefits payable on (early) retirement, death or
disability and voluntary withdrawal from or involuntary termination of employment, including life assurance, accidental death and dismemberment schemes, medical benefit arrangements and termination
indemnity payments, life, accident and health insurances, hospitalisation, savings, holiday, vacation, severance pay, sick pay, sick leave, tuition refund, service awards, company car, scholarship,
relocation or any other employee or executive benefits.

"Event Organisers" means any party who, at Completion Date, has engaged the Company to sell rights of access to any events or places such
party organises or promotes.

"Encumbrance" means security rights and other limited rights, retention of title, rights of retention, qualitative obligations, personal
rights of enjoyment and use including licences, royalty obligations, beneficial ownership rights whether or not embodied in certificates, rights to exercise (ancillary) rights, rights of collection,
rights to acquire, attachments, and any other private or public law restrictions on the freedom to control, manage, enjoy, use, exercise or collect, with the exception of restrictions which arise
directly from any applicable law, or rights to acquire any of the above.

"Information Technology" means computer systems, communication systems, software and hardware which at or before the Completion Date is
used or licensed exclusively or primarily in relation to Company.

"Initial Purchase Price" means EUR 9,892,480.00.

"Intellectual Property Rights" means the trade marks, service marks, trade and business names, rights to domain names, rights in designs,
patents, copyright, database rights, developed and propriety software and rights in know-how and other intellectual property rights in each case whether registered or unregistered and
including applications for the grant of any of the foregoing and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world.

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"Intra-Group Receivables" means all outstanding loans or other liabilities or obligations (including, for the avoidance of doubt,
dividends) owed by a member of the Sellers' Group to the Company as at the close of business on the relevant Completion Date.

"Intra-Group Payables" means all outstanding loans or other liabilities or obligations (including, for the avoidance of doubt, dividends)
owed by the Company to a member of the Sellers' Group as at the close of business on the relevant Completion Date.

"Key Executives" means the employees of the Company as identified by the Purchaser to be of particular importance to the affairs of the
Company as listed inSchedule D5and who shall enter into new employment agreements with the Company at Completion, in the form as attached
hereto asSchedule 5.2.12.

"Licensed Rights" means any third party Intellectual Property Rights licensed or otherwise granted to the Company.

"Material Contracts" means all agreements to which the Company is a party and which:



"Notary" means Mr. R. van Bork or another civil law notary (or in either case his replacement) of Loyens & Loeff, advocates,
tax advisors and civil law notaries, officiating in Amsterdam.

"Party" means a party to this Agreement.

"Payroll Administration Agreement" means the agreement between the Seller 2 and Purchaser regarding (payroll) services which will be
provided after the Completion Date by the Seller 2 to the Company for a definite period of time attached hereto as Schedule 5.2.10;

"Purchase Price" has the meaning set out inClause 3.

"Purchaser" means Ticketmaster UK Ltd, a private limited liability company according to the laws of England, having its seat in
London and its regular place of business in (WC2H 7LR) London at 48 Leicester Square, United Kingdom;

"Purchaser's Group" means the Purchaser and any of its Affiliates.

"Regulatory Authority" means any agency of a national government, its subdivisions or a supranational authority, including but not limited
to the European Commission or any national anti-trust authorities, or any other person who or body which has been vested with public authority in the Netherlands or elsewhere.

"Required Working Capital" equals the total amount of current liabilities minus the total amount of current assets (excluding Cash). For
the avoidance of doubt, it is hereby provided that the Required Working Capital will be considered to be a positive amount for the purpose of calculating the Purchase Price if the amount of the sum of
the current liabilities is higher than the amount of the sum of the

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assets. The method of calculation and the components on the basis of which the Required Working Capital will be determined are specified in Schedule D7;

"Retail Distribution Agreement" means the distribution agreement between the Company and Seller 2 effective as of January 1, 2002;

"Seller 1" means KPN CONSUMER INTERNET AND MEDIA SERVICES B.V., a private limited liability company according to the laws of the
Netherlands (besloten vennootschap met beperkte aansprakelijkheid), having its statutory seat in 's-Gravenhage, the Netherlands and its
place of business in (2516 CK) 's Gravenhage at Maanplein 25, the Netherlands.

"Seller 2" means Postkantoren B.V., a private limited liability company according to the laws of the Netherlands
(besloten vennootschap met beperkte aansprakelijkheid), having its statutory seat in Groningen, the Netherlands and its place of business in (3521 BJ)
Utrecht at Croeselaan 15, the Netherlands.

"Sellers' Group" means the respective Sellers and any of their Affiliates respectively.

"Shareholders Resolution" means a resolution of the general meeting of shareholders of the Company for the payment of dividends and for
the dismissal of the members of the Board of Supervisory Directors, substantially in the form as attached hereto asSchedule D8.

"Shares" means two (2) priority shares with a nominal value of NLG 100 each (numbered P1 and P2), three hundred (300) shares
A with a nominal value of NLG 100 each (numbered A1 up to and including A300) and one hundred (100) shares B with a nominal value of NLG 100 each (numbered B1 up to an including B100) in the
capital of the Company.

"Specific Data Room Information" means the Data Room Information excluding A5, A6, A9-A11, B2-B4, B8, C,
D2-D6, D8-D10, E4, K and M.

"Supervisory Board" means the supervisory board of the Company, consisting of Messrs M.J. Pronk, R.G. Pieters, W. den Ouden and J.B.J.
Nooij;

"Taxation or Tax" means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net
wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies
(including without limitation social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax
or otherwise) and in respect of any person and all penalties, charges, costs and interest relating thereto.

"Tax Authority" means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the
administration and/or collection of Taxation or enforcement of any law in relation to Taxation.

"Transaction" means the sale and purchase of the Shares by the Sellers to the Purchaser.

"Warranties" means the warranties of the Sellers contained inSchedule 6.3and
"Warranty" means any of them;

"Working Capital" means current assets minus current liabilities. The method of calculation and the components on the basis of which the
Working Capital will be determined are specified inSchedule D9.

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SCHEDULE 6.3    WARRANTIES

Words and definitions used but not defined herein shall have the same respective meanings as ascribed thereto in the Share Purchase Agreement between Postkantoren
B.V., KPN Consumer Internet and Media Services B.V. and Ticketmaster UK Limited dated 7 June 2002 (the "Agreement").

A.    The Company

(i)

any provision of the articles of association of the Company; or(ii)

any agreement or other document by which the Company is bound; or(iii)

any decree, order or rule of any court or governmental authority or agency which is binding on the Company, or materially adversely affect any property or the business of the Company.


B.    Shares

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C.    Organisation, Corporate power and authority of the Sellers

(i)

any provision of the articles of association of the Sellers; or(ii)

any agreement or other document by which the Sellers are bound; or(iii)

any decree, order or rule of any court or governmental authority or arbitrator which is binding on the Sellers.


D.    Books and records

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E.    Participations, memberships and co-operation arrangements

F.    Activities

G.    Accounts

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H.    Assets

4

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I.    Fixed Assets

The Company has not sub-let any part of its leased office building in The Hague, the Netherlands.

J.    Intellectual Property Rights

5

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K.    Taxes

6

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L.    Conduct of business since the Balance Sheet Date

M.    Employees

7

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N.    Insurance

O.    Litigation

8

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P.    Working conditions / Compliance with law

Q.    Licences

The Company has obtained all material licenses required for its business and the continuation thereof, and those licenses are in full force and effect and no such
license has expired before the date of this Agreement or will expire before the end of the term for which they have been delivered, and none are threatened with suspension, modification, revocation,
cancellation or non-renewal, in whole or in part. The Company conducts the business in accordance with those licenses and the conditions relating thereto. The Company has at all times
complied with all material conditions, restrictions and rules attached to any license. No license requires any notification in connection with the execution of this Agreement. All licenses are
attached hereto asAnnex Q.

R.    Material Contracts

9

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S.    Environment

10

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PURCHASER'S WARRANTIES

A    Organisation, Corporate power and authority of the Purchaser

11

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