EXHIBIT 10.6



WHEREAS
the Company and USA Networks, Inc., a Delaware corporation, have entered into a Contribution Agreement dated as of November 20, 2000 (the "Contribution Agreement"), pursuant
to which,inter alia, Ticketmaster Corporation, an Illinois corporation and affiliate of the Company, will become a wholly owned subsidiary of the
Company;

WHEREAS
Ticketmaster Corporation and Executive are parties to an amended and restated employment agreement, dated January 31, 2000 (the "Prior Agreement"),

WHEREAS
the parties now wish to amend and restate the Prior Agreement in its entirety as set forth in this Agreement.

NOW,
THEREFORE, in consideration of the foregoing premises, 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:



2.Employment.The Company hereby agrees to employ Executive, and Executive hereby agrees to be
employed by the Company, on the terms and subject to the conditions set forth herein.

3.Term of Employment.The term of employment (the "Term") covered hereunder shall commence on the
Effective Date and end on January 31, 2004, unless earlier terminated as herein provided.

4.Position and Duties.Executive shall serve as Co-Chairman of the Company. Subject to the authority
of the Board of Directors, Executive shall have all of the powers and duties incident to the office of Co-Chairman and such other powers and duties as may from time to time be prescribed by the Board
of Directors. 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 or foreign subsidiaries or
affiliates (as such term is defined in Rule 405 of Regulation C promulgated under the Securities Act of 1933, as amended).
During Executive's employment by the Company, he will be entitled to indemnification as an officer of the Company (and, if so elected, an an officer or director of any of the Company's domestic and
foreign subsidiaries or affiliates) in the manner provided by the Illinois Business

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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 its subsidiaries and affiliates and will not take any actions of the kind described in Section 9(b), 9(c) and 9(d).

6.Compensation and Other Benefits.



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7.Termination.(a)  The Company or Executive may terminate the employment of Executive
hereunder 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 Co-Chairman of the Company and such condition continues for a period of no less than 120 days
during any consecutive twelve-month period (a "Disability").



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8.Developmental Rights.Executive agrees that any developments by way of invention, design, copyright,
trademark or other matters which may be developed or perfected by him during the Term, 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 Executive 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, or any of its subsidiaries or affiliates', equipment, supplies, facilities
or trade secret information except for those inventions that either:



9.Consulting.



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10.Confidentiality.Executive shall not at any time during the term or for a period of sixty months
after termination of employment disclose 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. "Proprietary Information" 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, their clients
and their customers, that was learned by Executive in the course of employment by the Company, including (without limitation) any proprietary knowledge, trade secrets, data, formula, information and
client and customer lists and all papers, resumes, and records (including computer records) of the documents containing such Proprietary Information, 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.



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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               
| |  | ---------------------------
| |  | By:                        
| |  | /s/TERRY BARNESTERRY BARNES

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