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                                                                    Exhibit 10.5


                                January 22, 1999




Mr. Jeff Overton





Dear Jeff:

         The purpose of this letter is to evidence amendments to your Employment
Agreement with Cleveland Indians Baseball Company Limited Partnership dated
April 10, 1998 (the "Employment Agreement"). Paragraph 3 of the Employment
Agreement concerning an annual bonus shall be deleted in its entirety and
replaced with the following new Paragraph 3:


         3.        BONUS.

                           (a) On or before January 1 of each year during the
                  term of this Agreement, the Club shall establish a Bonus
                  Target based upon the amount of adjusted gross revenue from
                  sources taken into account to compute the Bonus Target
                  ("Adjusted Gross Revenues From Bonus Revenues") that the Club
                  anticipates realizing from revenue sources subject to your
                  management and oversight, including annual ticket sales and
                  ticketing services revenue, ballpark signage and scoreboard
                  promotions revenue, luxury suite & club seat license fee
                  revenue, revenue from the rental of ballpark areas to groups,
                  net revenue from the sale of radio and local television
                  advertising (as controlled by the Club) and local promotional
                  revenue, all as set forth in the annual budget prepared by the
                  Club in the ordinary course of the Club's business. Adjusted
                  Gross Income From Bonus Revenues shall be computed by
                  deducting from gross income from such sources all expenses
                  incurred directly to produce such income. Following completion
                  of each championship season, the


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Mr. Jeff Overton
January 22, 1999
Page 2



                  Bonus Target will be adjusted to reflect actual number of
                  championship season and exhibition game home dates that the
                  Club actually realizes revenues from the sale of tickets at
                  normal and customary prices.

                           (b) In the event that the Club earns Adjusted Gross
                  Income From Bonus Revenues equal to or greater than the Bonus
                  Target, you shall be paid a bonus equal to the greater of (i)
                  one-half (50%) of a player's share payable to the Club's
                  players as determined pursuant to Major League Rule 45(b)(2)
                  as the same shall be amended from time to time or (ii) the
                  Bonus Formula Amount. The Bonus Formula Amount shall be equal
                  to (i) $25,000 if the Club earns Adjusted Gross Income From
                  Bonus Revenues equal to or greater than 100% of the Bonus
                  Target, (ii) $37,500 if the Club earns Adjusted Gross Income
                  From Bonus Revenues equal to or greater than 102.5% of the
                  Bonus Target or (iii) $50,000 if the Club earns Adjusted Gross
                  Income From Bonus Revenues equal to or greater than 105% of
                  the Bonus Target.

                           (c) The Club shall determine the amount of the
                  Adjusted Gross Income From Bonus Revenues earned by the Club
                  as soon as practicable after the end of each fiscal year, but
                  in no event later than March 31. In the event of a dispute
                  between you and the Club regarding this computation, the
                  matter will be referred to the firm of independent accountants
                  engaged by the Club to provide an annual certified audit of
                  the Club's financial records. This firm shall compute the
                  Adjusted Gross Revenues From Bonus Revenues of the Club based
                  upon generally accepted accounting principles employing the
                  same bases, definition and methods used to establish the Bonus
                  Target. The determination made by the firm shall be final and
                  binding on all parties. The General Partner retains the right
                  to modify the list of items of gross income and expenses to be
                  included in the computation of the Bonus Target from year to
                  year; provided however, the method of computing the Bonus
                  Target shall not be modified after it has been established
                  with respect to any particular year without your consent,
                  which shall not be unreasonably withheld.

         This amendment shall be effective as of April 10, 1998. All of the
other terms of the contract will remain unchanged and in full force and effect.


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Mr. Jeff Overton
January 22, 1999
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         Please indicate your acceptance of these amendments by executing both
copies of this letter and returning one of the executed copies to me. You may
retain the other copy for your records.



                                    Very truly yours,

                                    CLEVELAND INDIANS BASEBALL 
                                    COMPANY LIMITED PARTNERSHIP

                                    By:      Cleveland Indians Baseball Company,
                                             Its General Partner


                                             /s/ Richard E. Jacobs
                                    By:
                                       -----------------------------------------
                                    Richard E. Jacobs, Chief Executive Officer


ACCEPTED:

/s/ Jeff Overton

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Date:        2/12/99
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