EXHIBIT 10.4

Information marked [XXX CONFIDENTIAL TREATMENT REQUESTED] has been  omitted pursuant to a request for confidential treatment. Such omitted information  has been filed separately with the Securities and Exchange
Commission.

SPONSORSHIP MARKETING AGREEMENT

Sponsorship Marketing Agreement ("Agreement"), dated as of April 1, 1999
("Effective Date"), between Ticketmaster Corporation, an Illinois corporation, having its principal office at 3701 Wilshire Boulevard, Los
Angeles, California, 90010 (together with related entities as defined in Section I hereof "Ticketmaster"), and American Express Travel Related
Services Company, Inc., a New York corporation, having its principal office at American Express Tower, World Financial Center, 200 Vesey Street, New York, New York 10285
("Amex"). This Agreement shall be deemed to include all Exhibits and Schedules attached hereto.

WHEREAS,
the intention of Ticketmaster and Amex is to form a strategic alliance and to set forth herein their agreement and understanding with respect to their formation of such
strategic alliance;

WHEREAS,
the parties will enter into a relationship for a three year sponsorship agreement in the Territory (defined in Section I below), involving specific
agreed-upon promotional activities and strategies and to explore synergies and use efforts to stimulate Amex Card usage and increase the volume of Ticketmaster transactions;

WHEREAS,
Ticketmaster conducts advertising and promotion in a variety of media and may expand to other media in the future including media now known or hereafter developed; and

WHEREAS,
Ticketmaster has offered to Amex, and Amex has agreed to accept, an exclusive sponsorship opportunity ("Sponsorship
Opportunity"; "Sponsorship") to be, the only credit card company promoted and advertised by Ticketmaster in certain sponsorship
media referred to herein;

NOW,
THEREFORE, in consideration of the premises, 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:

For
ease of reference, this Agreement sets forth the following provisions:

I.  Definitions

II.  The Promotion



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III. Governing Provisions of Agreement



Index of Exhibits and Schedules

|Exhibit A/B |  | Size and specifications of Amex logo                                             
|----------- |  | ---------------------------------------------------------------------------------
|Schedule A  |  | Affiliates of Ticketmaster Engaged in the Ticketing Business in the United States
|Addendum    |  | Internet Sponsorship Addendum                                                    

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I.  DEFINITIONS

"Amex Card"= a general purpose payment card bearing an American Express name, logo, trademark, service mark or copyright is called the
"Amex Card" or "American Express Card". The person whose name is embossed on the face of the Amex Card is the "Cardmember", and all amounts payable by
Cardmembers for purchases made with the Amex Card are called "Charges".

"Business Day"= a day other than Saturday, Sunday, national holidays, or any other day on which banks in the city of New York are
permitted or required to be closed.

"Call Center Agents"= telemarketing center service representatives or employees of Ticketmaster, whether live or recorded voice.

"Card Service Agreement"= that certain agreement, entitled "Agreement for American Express Card Acceptance" dated as of the Effective
Date by and between Ticketmaster and Amex governing acceptance of the Amex Card by Ticketmaster, certain direct and indirect subsidiaries and affiliates of Ticketmaster and by Ticketmaster Outlets in
the Territory.

"Competing credit card company"= means any company that directly competes with Amex with respect to any general purpose payment card
(including, by way of example and not limitation, MasterCard, Visa, Discover/NOVUS, Diners Club, Carte Blanche and JCB), and any financial institution to the extent it issues a general purpose payment
card, but only with respect to any such general purpose payment card.

"Confidential Information"= this Agreement and all information conveyed by either party to the other party relating to the disclosing
party's business, which is designated by the disclosing party in writing as proprietary and confidential, subject to the provisions of Section III.G of this Agreement.

"Customer Lists"= the list(s) maintained by Ticketmaster of those consumers who have ordered Tickets to an event through the services
provided by Ticketmaster as agent for various venues and/or promoters or purchased merchandise through the Ticketmaster System at any time and from time to time, including prior to the date of this
Agreement.

"FUSA Agreement"= that certain agreement entitled "Bankcard Agreement" dated as of
December 15, 1996 by and between Ticketmaster and First U.S.A. Bank, a Delaware banking corporation ("FUSA"), whereby Ticketmaster agreed to the
exclusive marketing of FUSA's MasterCard credit cards and, among other things, the endorsement of a co-branded credit card to and among consumers of Ticketmaster appearing on the Customer
Lists.

"Force Majeure"= any reason which is beyond any party's control, such as boycotts, war, acts of God, labor troubles, strikes,
restraints of public authority, or any similar occurrence in which a party is unable to perform its obligations hereunder.

"Internet"= the world wide protocol of the Internet.

"Materials"= the materials, which may include but not be limited to print matter (i.e., Tickets, Ticket envelopes, and Ticket mailing
inserts, if any), Call Center Agents' scripts, text code for the Internet Web pages, and any other materials which Ticketmaster or Amex agrees in its discretion to cause to be prepared, distributed,
published, posted or disseminated from time to time, to consumers of Ticketmaster appearing on the Customer Lists, Cardmembers, or Prospects as provided for herein.

"Promotion Copy"= all advertising copy for any and all of the Sponsorship Opportunity Materials, including print materials,
telemarketing script copy, radio scripts, and text code for electronic and Internet marketing.

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"Prospects"= members of the general public, to whom the Sponsorship may be advertised by Ticketmaster and who may consider purchasing
Tickets or merchandise through Ticketmaster through any distribution channel.

"Sponsorship Media"= shall mean, collectively, and as such categories may be expanded from time to time pursuant to this Agreement,
telephone sales promotion, Print promotion, Special Relationship Opportunities, and Outlet promotion, as such terms are defined and set forth more particularly in this Agreement.

"Tape"= when used in this Agreement shall mean any one of the following: a printed report, an electronic transmission of a data file,
or a hard copy tape, as shall be mutually agreed upon between Ticketmaster and Amex in the particular circumstance for the particular purpose.

"Territory"= shall mean the United States of America (including the 50 United States and Washington, D.C., the U.S. Virgin Islands and
Puerto Rico).

"Ticketing"= shall mean the sale of Tickets through the Ticketmaster System.

"Ticketmaster"= shall mean Ticketmaster Corporation and its direct and indirect subsidiaries and affiliates listed on
Schedule A hereto.

"Ticketmaster-Controlled Media"= shall mean print materials and advertisements directly produced and controlled by Ticketmaster but
shall not include media or advertisements controlled by third parties which receive advertising allowances from Ticketmaster.

"Ticketmaster Outlets"= shall mean retail ticket selling agencies owned and controlled by third parties which have entered into
agreements with Ticketmaster to make Tickets available through the Ticketmaster System.

"Ticketmaster System"= shall mean the hardware, software, related procedures and personnel, repair and maintenance services
established and maintained by Ticketmaster for the purpose of selling, auditing and controlling the sale of Tickets for events or merchandise.

"Tickets"= means a printed evidence of the right to occupy space at or to attend an event.

Other
terms used herein shall have the meanings ascribed to them throughout this Agreement.

ExhibitsSee Index of Exhibits prior hereto.



II.  THE PROMOTION



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B.Consideration.In consideration of Ticketmaster fulfilling its material obligations under this
Agreement, Amex will pay to Ticketmaster (a) [XXX CONFIDENTIAL TREATMENT REQUESTED] during each calendar year of the Term, payable on a semiannual basis, in advance,
with the first payment due on execution hereof and future payments due on or within five (5) Business Days after March 15 and September 15 of each year; providedthat the payment made by
Amex of [XXX CONFIDENTIAL TREATMENT REQUESTED] on or about January 10, 1999 shall be
applied to the payment due on execution ("[XXX CONFIDENTIAL TREATMENT REQUESTED]").

C.Marketing.Ticketmaster shall market the Sponsorship Opportunity in the manner hereinafter
described.



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D.Marketing Support Fund.



E.Special Cardmember Services.



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F.Additional Undertakings and Conditions.



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III. GOVERNING PROVISIONS OF AGREEMENT

A.Promotion Copy



B.Ownership of Mailing List and Customer Information.



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C.Trademarks.



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D.Legal Compliance.



E.Representations and Warranties.



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F.Indemnification.



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G.Confidentiality.



H.Termination.



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I.Limitation of Liability.Each party shall be liable to the other only for direct and actual
documented financial losses arising from a breach of this Agreement, and in no event shall either party be liable to the other for lost profits or for consequential, special, indirect, punitive or
exemplary damages. The foregoing limitation shall not apply to damages arising directly from a non-affiliated third party claim for which the liable party is responsible under
Section III.F. above entitled"Indemnification."

J.Force Majeure.The party whose performance is prevented, hindered or delayed by a Force Majeure
event shall promptly give the other party written notice of the occurrence of such event and describe such event in reasonable detail, together with the estimated duration of the delay related
thereto. Such party shall also take all reasonable steps to minimize both the affect and the duration of the event. Such party shall not be entitled to receive payment for those services which it
failed to perform as a result of a Force Majeure event.

K.Notices.



If toTicketmaster:Ticketmaster Corporation
3701 Wilshire Boulevard
Los Angeles, California 90010Attn:

Terry Barnes,
Chief Executive Officer, and
Daniel R. Goodman, Esq.,
Executive Vice President and General CounselFax #:

(213) 382-2416with a copy to:
Ticketmaster Corporation
555 West 57th Street
New York, New York 10019Attn:

John Ruscin, PresidentFax #:

(212) 974-9250


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(if notice concerns the Internet Sponsorship Addendum)
with a copy to:Ticketmaster Online-CitySearch, Inc.
790 E. Colorado Blvd., Suite 200
Pasadena, California 91101Attn:

Douglas McPherson, Vice President and
  Chief Legal OfficerFax #:

(626) 405-9929with a copy to:
Brown Raysman Millstein Felder & Steiner LIP
120 West 45th Street
New York, New York 10036Attn:

Sarah Hewitt, Esq.Fax #:

(212) 840-2429If toAmex:American Express Travel Related Services Company, Inc.
American Express Tower
World Financial Center
200 Vesey Street
New York, New York 10285-3505Attn:

Ruth K. ToilesFax #:

(212) 619-9375with a copy to:
American Express Travel Related Services Company, Inc.
American Express Tower
World Financial Center
200 Vesey Street
New York, New York 10285-4906Attn:

General Counsel's OfficeFax #:

(212) 619-6998




L.Binding Effect; Assignment.This Agreement is binding upon and shall inure to the benefit of the
parties and their respective successors and permitted assigns. Except as otherwise contemplated hereunder, this Agreement and the respective duties and responsibilities of the parties hereunder may
not be assigned, in whole or in part, without the prior written consent of the other party (which consent may be granted or withheld in the reasonable discretion of such other party) except to a
Related Company."Related Company"means (i) a company of which more than 50% of the Voting Shares are owned by a party, (ii) a company
that owns or controls, directly or indirectly, more than 50% of the Voting Shares of a party, or (iii) a company of which more than 50% of the Voting Shares are under common control or
ownership, directly or indirectly, with the Voting Shares of a party."Voting Shares"means outstanding shares or securities representing the right to
vote for the election of directors or other managing authority.

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M.Miscellaneous



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IN WITNESS WHEREOF, Ticketmaster and Amex have caused this Sponsorship Marketing Agreement to be duly executed effective as of the date
first above written by their respective officers duly authorized.

|TICKETMASTER CORPORATION |  | AMERICAN EXPRESS TRAVEL
RELATED SERVICES COMPANY, INC.
|------------------------ |  | ------------------------------------------------------
|By:                      |  | /s/JOHN RUSCIN                                        
|Name:                    |  | John Ruscin                                           
|Title:                   |  | Executive V.P.                                        
|Date:                    |  | on April 1, 1999                                      

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INTERNET SPONSORSHIP ADDENDUM

1.  CERTAIN DEFINITIONS.



| |  | 1.1.1. |  | "Affiliate" shall mean an entity which controls, is controlled by, or is under common control with a party.                                                                                                                                                                                                               
| |  | ------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 1.1.2. |  | "Amex Content" shall mean                                                                                                                                                                                                                                                                                                 
| |  |        |  | 1.1.2.1.                                                                                                                                                                                                                                                                                                                  
| |  |        |  | 1.1.2.2.                                                                                                                                                                                                                                                                                                                  
| |  | 1.1.3. |  | "Amex Mark" shall mean any registered or unregistered trademark, service mark, or trade name owned by Amex or used by Amex pursuant to a license arrangement with the owner or licensee thereof.                                                                                                                          
| |  | 1.1.4. |  | "Amex Placement" shall mean any mutually agreed upon area on the Ticketmaster Sites containing Amex Content.                                                                                                                                                                                                              
| |  | 1.1.5. |  | "Amex Site" shall mean any site or page on the Internetincluding without limitation all English language domestic siteswhich is (i) branded with an Amex Mark (including all mirror sites) and (ii) owned and operated solely by, on
behalf of, or for the benefit of Amex and/or any of its Affiliates or subsidiaries.
| |  | 1.1.6. |  | "Bridge Page" shall mean one or more Internet pages which are co-branded and jointly designed and agreed upon by the parties hereto, and produced and hosted by Ticketmaster.                                                                                                                                             
| |  | 1.1.7. |  | "Call to Action" shall mean the message to a user which communicates that a Link exists and the reason the user should select such Link.                                                                                                                                                                                  
| |  | 1.1.8. |  | "Event Calendar" shall mean the page(s) on the Ticketmaster Sites which display(s) a calendar of current and upcoming events. The Event Calendar shall include Internet pages on the Ticketmaster Site which describe only one event.                                                                                     
| |  | 1.1.9. |  | "Home Page" shall mean each main portal Internet page owned and operated by Ticketmaster through which users pass to enter the Ticketmaster Site.                                                                                                                                                                         

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| |  | 1.1.10. |  | "Internet Promotional Materials" shall mean all marketing, advertising, and promotional materials in all media, created or developed by or on behalf of one of the parties relating to or associated with this Addendum.                                                                                                                                                                                                    
| |  | ------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 1.1.11. |  | "Link" shall mean a hypertext link located within an Internet site which takes an end user directly to another Internet site, Internet page or service on the Internet.                                                                                                                                                                                                                                                     
| |  | 1.1.12. |  | "Other Card" shall mean any charge, credit, debit, bank, stored-value, travel or smart card issued by any Competing Credit Card Company.                                                                                                                                                                                                                                                                                    
| |  | 1.1.13. |  | "Security Page" shall mean any page on the Ticketmaster Sites that a) may be displayed when a user links from a Call to Action in which the primary message is security oriented or b) has as its primary purpose the communication of the
security measures used to protect transactions completed on the Ticketmaster Sites.                                                                                              
| |  | 1.1.14. |  | "Ticketmaster Content" shall mean                                                                                                                                                                                                                                                                                                                                                                                           
| |  |         |  | 1.1.14.1.                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  |         |  | 1.1.14.2.                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | 1.1.15. |  | "Ticketmaster Mark" shall mean any registered or unregistered trademark, service mark, or trade name owned by Ticketmaster or used by Ticketmaster pursuant to a license arrangement with the owner or licensee thereof.                                                                                                                                                                                                    
| |  | 1.1.16. |  | "Ticketmaster Sites" shall mean the Internet sites currently located athttp://www.ticketmaster.com,http://my.ticketmaster.com,http://www.tm-mall.com, and any successor site thereto or mirror site thereof; provided, that the travel-related services portion of the Ticketmaster Sites currently known as "Ticketmaster Travel" and any successor
area or addition thereto shall be excluded from the Ticketmaster Sites.
| |  | 1.1.17. |  | "Transaction Page" shall mean any Internet page on the Ticketmaster Sites where a user of such pages can select the form of payment to complete a purchase transaction with Ticketmaster, its Affiliates or subsidiaries.                                                                                                                                                                                                   

2.  INTERNET SPONSORSHIP.



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| |  | 2.2.1. |  | From time to time, Amex may propose to Ticketmaster alternative formats for the Transaction Pages. Ticketmaster agrees to consider use of such alternative format, and may determine whether to accept such format in its sole
discretion.
| |  | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | 2.4.1. |  | Home Page: Animated graphic or animated graphic with text link format, limited to 55 × 130 pixels and 4 kb
| |  | ------ |  | ----------------------------------------------------------------------------------------------------------
| |  | 2.4.2. |  | Event Calendar Page(s): Graphic or graphic with text link format limited to 55 × 130 pixels and 4 kb      
| |  | 2.4.3. |  | Bridge Page: The entire page will constitute a graphic with text link format placement                    
| |  | 2.4.4. |  | Security Page (if any): Text format limited to 20 words.                                                  
| |  | 2.4.5. |  | Transaction Page: Graphic or graphic with text limited to 55 × 130 pixels and 4 kb                        



| |  | 2.5.1. |  | Amex Mark.Amex may incorporate into all graphic format Amex Placements an Amex Mark which is in a size, shape and format that conforms with Amex's Internet design policies as
set forth on Exhibit B hereto, unless otherwise agreed by Ticketmaster (the "Amex Logo"). Such Amex Mark shall be in a form reasonably requested by Amex and approved by Ticketmaster.
| |  | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 2.5.2. |  | Amex as the Ticketmaster Card of Choice.Amex may promote the Amex Card as the "Ticketmaster Card of Choice" through all graphic format Amex Placements. Such promotion shall
be in a form reasonably requested by Amex and approved by Ticketmaster.                                                                                                                 

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| |  | 2.5.3. |  | Call to Action.Amex may incorporate a Call to Action into each Amex Placement as follows:           
| |  | ------ |  | ----------------------------------------------------------------------------------------------------
| |  |        |  | 2.5.3.1.                                                                                            
| |  |        |  | 2.5.3.2.                                                                                            
| |  |        |  | 2.5.3.3.                                                                                            
| |  |        |  | 2.5.3.4.                                                                                            
| |  | 2.5.4. |  | Links.At all times during the Term, Amex may incorporate a Link into each Amex Placement as follows:
| |  |        |  | 2.5.4.1.                                                                                            
| |  |        |  | 2.5.4.2.                                                                                            
| |  |        |  | 2.5.4.3.                                                                                            



| |  | 2.6.1. |  | Security and Purchase Protection.During the Term, Ticketmaster agrees to allow Amex to promote on a Bridge Page certain assurances with respect to the use of the Amex Card on
the Internet. Set forth on Exhibit E hereto is a current representation of the type of assurances Amex desires to promote on the Ticketmaster Sites. Any changes to such assurances as posted on the Ticketmaster Sites shall be subject to
Ticketmaster's prior approval.
| |  | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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3.  eWALLET.



4.  PRESERVATION OF PROMOTIONAL VALUE.



| |  | 4.1.1. |  | [XXX CONFIDENTIAL TREATMENT REQUESTED]                                                                                                                                                                                 
| |  | ------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 4.1.2. |  | Furthermore, the foregoing shall not be construed to prevent Ticketmaster from designating any Other Card as a method of payment within the Ticketmaster Sites.                                                        
| |  | 4.1.3. |  | The foregoing shall not be construed to prevent Ticketmaster from displaying any "Competing credit card company" logo on the Transaction Page at the point of purchase and in a size no larger than the Amex Card logo.



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| |  | 4.2.1. |  | The parties agree that in determining the "promotional value" or "promotional opportunity", as described in Section 4.2 of this Addendum, the parties shall, take into consideration features such as the number of unique
users of the Ticketmaster Sites who view the Amex Placement, the number of times an Amex Placement is displayed to such users, and the quality and nature of the Amex Placement.
| |  | ------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.  REPORTS.



6.  REPRESENTATIONS, WARRANTIES & COVENANTS.



| |  | 6.1.1. |  | subject to Ticketmaster scheduled and reasonable maintenance, shall be fully and continuously accessible to Internet users by means of the World Wide Web for at least 95% of each calendar month; and
| |  | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 6.1.2. |  | shall operate and be compatible with generally available versions of the following browsers: Netscape and Microsoft Internet Explorer.                                                                



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7.  PRODUCTION SCHEDULE.



8.  PROJECT LIAISONS.



9.  APPROVALS.



10. INDEMNIFICATION FOR INTELLECTUAL PROPERTY INFRINGEMENT.



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| |  | 10.1.1. |  | If any portion of the Ticketmaster Content as implemented on the Ticketmaster Sites becomes, or in Ticketmaster's opinion is likely to become, the subject of any third-party claim or action as described in
subsection 10.1 above, then, Ticketmaster, at its sole option and expense may either, as Amex's sole remedy with regard to such claim or action: (i) procure for Amex the right to continue using same as contemplated hereunder;
(ii) modify same to render same non-infringing (provided such modification does not adversely affect the use of the Ticketmaster Sites as contemplated hereunder); or (iii) to Amex's satisfaction, replace same with equally suitable,
functionally equivalent, compatible, non-infringing products, materials or services.
| |  | ------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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