OPERATING AGREEMENT

                                       OF

                                TICKETS2NITE, LLC

                       A NEVADA LIMITED LIABILITY COMPANY





<PAGE>

                                TABLE OF CONTENTS

                                                                           PAGE

ARTICLE I         DEFINITIONS...............................................1
      1.1   "Act"...........................................................1
      1.2   "Adjusted Capital Account"......................................1
      1.3   "Adjusted Capital Contribution".................................1
      1.4   "Affiliate".....................................................1
      1.5   "Agreement".....................................................2
      1.6   "Articles"......................................................2
      1.7   "Bankruptcy"....................................................2
      1.8   "Bona Fide Offer"...............................................2
      1.9   "Capital Account"...............................................2
      1.10  "Capital Contribution"..........................................2
      1.11  "Cinema Ride"...................................................2
      1.12  "Code"..........................................................2
      1.13  "Company".......................................................2
      1.14  "Company Minimum Gain"..........................................2
      1.15  "Distributable Cash"............................................3
      1.16  "Distribution"..................................................3
      1.17  "Economic Interest".............................................3
      1.18  "Economic Risk of Loss".........................................3
      1.19  "Eligible Members"..............................................3
      1.20  "Fair Market Value".............................................3
      1.21  "Fiscal Year"...................................................3
      1.22  "Former Member".................................................3
      1.23  "Former Member's Interest"......................................3
      1.24  "HK Inc.".......................................................3
      1.25  "HK LLC"........................................................3
      1.26  "Managers"......................................................3
      1.27  "Member"........................................................3
      1.28  "Member Minimum Gain"...........................................4
      1.29  "Member Nonrecourse Debt".......................................4
      1.30  "Member Nonrecourse Deductions".................................4
      1.31  "Membership Interest"...........................................4
      1.32  "Membership Termination Event"..................................4
      1.33  "Net Profits" and "Net Losses"..................................4
      1.34  "Nevada Statute"................................................4
      1.35  "Nonrecourse Deductions"........................................5
      1.36  "Nonrecourse Liability".........................................5
      1.37  "Offered Interest"..............................................5
      1.38  "Percentage Interest"...........................................5
      1.39  "Person"........................................................5
      1.40  "Purchasing Member".............................................5
      1.41  "Tax Credits"...................................................5
      1.42  "Tax Matters Member.............................................5
      1.43  "Transfer"......................................................5

                                      -i-
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                                                                        PAGE(S)
      1.44  "Transferring Member"...........................................5
      1.45  "Treasury Regulations"..........................................5

ARTICLE II        ORGANIZATIONAL MATTERS....................................6
      2.1   Name............................................................6
      2.2   Term............................................................6
      2.3   Office and Agent................................................6
      2.4   Purpose of Company..............................................6
      2.5   Intent..........................................................6
      2.6   Reimbursement of Expenses of Organization.......................6
      2.7   Name Change.....................................................6

ARTICLE III       CAPITAL CONTRIBUTIONS.....................................7
      3.1   Initial Capital Contributions...................................7
      3.2   Intentionally Deleted...........................................7
      3.3   Additional Capital Contributions................................7
      3.4   Capital Accounts................................................7
      3.5   No Priorities of Members; No Withdrawals of Capital.............8
      3.6   No Interest.....................................................8

ARTICLE IV        MEMBERS...................................................8
      4.1   Limited Liability...............................................8
      4.2   Admission of Additional Members.................................8
      4.3   Withdrawal......................................................8
      4.4   Members Are Not Agents..........................................8
      4.5   Meetings of Members; Written Consent............................8

ARTICLE V         MANAGEMENT AND CONTROL OF THE COMPANY.....................9
      5.1   General Supervision and Control of Management by the Managers...9
      5.2   Officers of the Company........................................10
      5.3   Transactions between the Company and the Members...............10
      5.4   Performance of Duties; Liability of Managers and Officers......10
      5.5   Company Opportunities..........................................11
      5.6   Expenses.......................................................11
      5.7   Medical Insurance..............................................12

ARTICLE VI        ALLOCATIONS OF NET PROFITS, NET LOSSES AND DISTRIBUTIONS.12
      6.1   Minimum Gain Chargeback........................................12
      6.2   Member Minimum Gain Chargeback.................................12
      6.3   Qualified Income Offset........................................12
      6.4   Nonrecourse Deductions.........................................12
      6.5   Member Nonrecourse Deductions..................................12
      6.6   Allocation of Net Profits......................................12
      6.7   Allocation of Net Losses.......................................13

                                      -ii-
<PAGE>
                                                                        PAGE(S)
      6.8   Distribution of Distributable Cash by the Company..............13
      6.9   Allocation of Net Profits and Losses and Distributions in Respect of
            a Transferred Interest.........................................13
      6.10  Tax Allocation Matters.........................................13
      6.11  Order of Application...........................................13
      6.12  Allocation of Liabilities......................................14
      6.13  Form of Distribution...........................................14

ARTICLE VII       TRANSFER OF INTERESTS....................................15
      7.1   Transfer of Interests..........................................15
      7.2   Right of First Offer...........................................15

ARTICLE VIII      CONSEQUENCES OF MEMBERSHIP TERMINATION EVENTS............16
      8.1   Dissolution of Company.........................................16
      8.2   Admission or Conversion........................................16
      8.3   Purchase Price.................................................16
      8.4   Notice of Intent to Purchase...................................17
      8.5   Election to Purchase Less Than All of the Former Member's Interest.
            17
      8.6   Closing of Purchase of Former Member's Interest................17
      8.7   Payment of Purchase Price......................................17

ARTICLE IX        ACCOUNTING, RECORDS AND REPORTING BY MEMBERS.............18
      9.1   Books and Records..............................................18
      9.2   Bank Accounts; Invested Funds..................................18
      9.3   Tax Matters for the Company Handled by the Managers and Tax Matters
            Members........................................................18
      9.4   Accounting Matters.............................................18

ARTICLE X         DISSOLUTION AND WINDING UP...............................18
      10.1  Dissolution....................................................18
      10.2  Certificate of Dissolution.....................................19
      10.3  Winding Up.....................................................19
      10.4  Distributions in Kind..........................................19
      10.5  Order of Payment of Proceeds Upon Dissolution..................19
      10.6  Compliance with Treasury Regulations...........................20
      10.7  Limitations on Payments Made in Dissolution....................20
      10.8  Certificate of Cancellation....................................20
      10.9  Compensation for Services......................................20

ARTICLE XI        INDEMNIFICATON...........................................20
      11.1  Indemnification................................................20
      11.2  Contract Right; Expenses.......................................21
      11.3  Indemnification of Officers and Employees......................21
      11.4  Insurance......................................................21

                                      -iii-
<PAGE>
                                                                        PAGE(S)
ARTICLE XII       MISCELLANEOUS............................................21
      12.1  Amendments.....................................................21
      12.2  Offset Privilege...............................................21
      12.3  Remedies Cumulative............................................21
      12.4  Notices........................................................21
      12.5  Attorney's Fees................................................22
      12.6  Governing Law; Jurisdiction....................................22
      12.7  Complete Agreement.............................................22
      12.8  Binding Effect.................................................22
      12.9  Section Headings...............................................22
      12.10 Interpretation.................................................22
      12.11 Severability...................................................22
      12.12 Multiple Counterparts..........................................22

                                      -iv-
<PAGE>
                               OPERATING AGREEMENT
                                       OF
                                TICKETS2NITE, LLC

                       A NEVADA LIMITED LIABILITY COMPANY


     This  Operating  Agreement is made as of September 24, 2002, by and between
Cinema Ride, Inc., a Delaware  corporation  ("Cinema Ride"),  and Entasis LLC, a
Delaware  limited  liability  company ("HK LLC") as  successor to  Tickets2Nite,
Inc., a Nevada  corporation  ("HK Inc.")  (each,  a "Member" and  together,  the
"Members"), with reference to the following facts:

     A. The  parties  desire  to form  TICKETS2NITE,  LLC (the  "Company")  as a
limited  liability  company  under the laws of the State of Nevada  and, to that
end,  have  filed  Articles  of  Organization  for the  Company  with the Nevada
Secretary of State.

     B. The parties now desire to adopt an  operating  agreement to govern their
respective rights and obligations as Members of the Company.

     NOW,  THEREFORE,  in consideration of the mutual covenants contained herein
and for  other  good  and  valuable  consideration,  the  receipt  of  which  is
acknowledged,  the  parties  agree  that the  following  shall be the  Operating
Agreement of the Company. ARTICLE I

                                   DEFINITIONS

     When  used in this  Agreement,  the  following  terms  have  the  following
meanings:

     1.1 "ACT" means the Nevada Limited  Liability  Company Act, codified in the
Nevada Statute Section 86.011 ET SEQ.

     1.2  "ADJUSTED  CAPITAL  ACCOUNT" of a Member means the Capital  Account of
that Member  increased by the Member's share of Company  Minimum Gain and Member
Minimum Gain.

     1.3  "ADJUSTED  CAPITAL  CONTRIBUTION"  of a Member means the excess of (a)
that Member's  Capital  Contribution to the Company,  over (b)  Distributions to
that Member under Section 6.8(a).

     1.4  "AFFILIATE"  of a Member or  Manager  means (i) a Person  directly  or
indirectly (through one or more  intermediaries)  controlling,  controlled by or
under  common  control with that Member or Manager;  (ii) an officer,  director,
partner, member or immediate family member of that Member or Manager; or (iii) a
member of the  immediate  family of an officer,  director,  partner or member of
that Member or  Manager.  For these  purposes  "control"  means the  possession,
direct  or  indirect,  of the power to  direct  or cause  the  direction  of the
management  and policies of a Person,  whether  through the  ownership of voting
securities, by contract or otherwise.
<PAGE>

     1.5 "AGREEMENT"  means this Operating  Agreement of  TICKETS2NITE,  LLC, as
originally executed and as amended from time to time.

     1.6  "ARTICLES"  means the  Articles of  Organization  of the  Company,  as
originally  filed with the Nevada Secretary of State and as amended from time to
time.

     1.7  "BANKRUPTCY" of a Member means: (i) the institution of any proceedings
under any federal or state law for the relief of debtors,  including  the filing
by or against that Member of a voluntary or  involuntary  case under the federal
bankruptcy  law, which  proceedings,  if involuntary,  are not dismissed  within
sixty (60) days after their  filing;  (ii) an assignment of the property of that
Member for the  benefit  of  creditors;  (iii) the  appointment  of a  receiver,
trustee or conservator of any substantial  portion of the assets of that Member,
which appointment, if obtained ex parte, is not dismissed within sixty (60) days
thereafter;  (iv) the seizure by a sheriff,  receiver, trustee or conservator of
any  substantial  portion of the assets of that Member;  (v) the failure by that
Member  generally  to pay its debts as they  become due  within  the  meaning of
Section  303(h)(1) of the United  States  Bankruptcy  Code, as determined by the
Bankruptcy Court; or (vi) that Member's admission in writing of its inability to
pay its debts as they become due.

     1.8 "BONA FIDE  OFFER"  means an offer in writing to a Member  offering  to
purchase all or any part of that  Member's  Membership  Interest or any interest
therein  and  setting  forth all of the  material  terms and  conditions  of the
proposed  purchase from an offeror who is ready,  willing and able to consummate
the purchase and who is neither the Company nor an Affiliate of that Member.

     1.9 "CAPITAL  ACCOUNT" of a Member means the capital account of that Member
determined  from the inception of the Company  strictly in  accordance  with the
rules set forth in Section 1.704-1(b)(2)(iv) of the Treasury Regulations.

     1.10 "CAPITAL  CONTRIBUTION" of a Member, at any particular time, means the
amount of money, the fair market value of any property, promissory note or other
binding  obligation  to  contribute  money or  property,  which that  Member has
theretofore  contributed to the capital of the Company. The Members hereby agree
that the fair market value of all property,  promissory  notes and other binding
obligations  to  contribute  money  or  property   contributed  by  each  Member
concurrently with the execution hereof shall be equal to the amount set forth as
each Member's Capital Account balance on Exhibit "A" attached hereto.

     1.11 "CINEMA RIDE" means Cinema Ride, Inc., a Delaware corporation,  or any
permitted successor-in-interest to its entire Membership Interest.

     1.12 "CODE" means the Internal Revenue Code of 1986, and as amended.

     1.13 "COMPANY" means TICKETS2NITE, LLC, a Nevada limited liability company.

     1.14 "COMPANY MINIMUM GAIN" with respect to any taxable year of the Company
means  the  "partnership  minimum  gain" of the  Company  computed  strictly  in
accordance   with  the   principles  of  Section   1.704-2(d)  of  the  Treasury
Regulations.

                                      -2-
<PAGE>

     1.15  "DISTRIBUTABLE  CASH" at any time means that portion of the cash then
on hand or in bank accounts of the Company which the Managers, in their absolute
discretion,  deem available for distribution to the Members, taking into account
(a) the  amount  of cash  required  for the  payment  of all  current  expenses,
liabilities and obligations of the Company  (whether for expense items,  capital
expenditures, improvements, retirement of indebtedness or otherwise) and (b) the
amount of cash necessary to establish prudent reserves for the payment of future
capital expenditures,  improvements, retirements of indebtedness, operations and
contingencies, known or unknown, liquidated or unliquidated,  including, but not
limited to,  liabilities  which may be incurred in  litigation  and  liabilities
undertaken pursuant to the indemnification provisions of this Agreement.

     1.16 "DISTRIBUTION"  means the transfer of money or property by the Company
to one or more Members without separate consideration.

     1.17 "ECONOMIC INTEREST" means a share,  expressed as a percentage,  of one
or more of the Company's  Net Profits,  Net Losses,  Tax Credits,  Distributable
Cash or other Distributions,  but does not include any other rights of a Member,
including,  without  limitation,  the  right  to  vote  or  participate  in  the
management of the Company or the right to  information  concerning  the business
and affairs of the Company. 1.18 "ECONOMIC RISK OF LOSS" means the economic risk
of loss within the meaning of Section 1.752-2 of the Treasury Regulations.

     1.19  "ELIGIBLE  MEMBERS" has the meaning  specified  in Section 7.2.  1.20
"FAIR MARKET  VALUE"  means,  with respect to an asset,  the price at which that
asset would be sold for cash  payable at closing  between a willing  buyer and a
willing  seller,  each  having  reasonable   knowledge  of  all  relevant  facts
concerning the asset and neither acting under any compulsion to buy or sell.

     1.21 "FISCAL YEAR" Means the Company's fiscal year, which shall be December
31, 2002.

     1.22   "FORMER   MEMBER"  has  the  meaning   specified   in  Section  8.2.

     1.23 "FORMER MEMBER'S  INTEREST" has the meaning  specified in Section 8.2.

     1.24 "HK INC." means Tickets2Nite, Inc, a Nevada corporation.

     1.25 "HK LLC" means Entasis LLC, a Delaware limited  liability company or a
permitted successor-in-interest to its entire Membership Interest.

     1.26  "MANAGERS"  means the  Managers of the Company  duly  selected by the
Members pursuant to Section 5.1(b).

     1.27  "MEMBER"  means each Person who (a) is an initial  signatory  to this
Agreement,  has been admitted to the Company as a Member in accordance  with the
Articles  or this  Agreement  or is a  transferee  of a Member  who has become a
Member in accordance  with the  provisions  of this  Agreement , and (b) has not
suffered a Membership Termination Event.

                                      -3-
<PAGE>

     1.28  "MEMBER  MINIMUM  GAIN" has the  meaning  given to the term  "partner
nonrecourse   debt  minimum   gain"  in  Section   1.704-2(d)  of  the  Treasury
Regulations.

     1.29 "MEMBER NONRECOURSE DEBT" means any "partner nonrecourse liability" or
"partner   nonrecourse  debt"  under  Section   1.704-2(b)(4)  of  the  Treasury
Regulations.  Subject to the  foregoing,  it means any Company  liability to the
extent the  liability is  nonrecourse  for  purposes of Section  1.1001-2 of the
Treasury  Regulations,  and a Member (or  related  Person  within the meaning of
Section 1.752-4(b) of the Treasury  Regulations) bears the Economic Risk of Loss
under Section  1.752-2 of the Treasury  Regulations  because,  for example,  the
Member or related Person is the creditor or a guarantor.

     1.30 "MEMBER NONRECOURSE  DEDUCTIONS" means the Company deductions,  losses
and Code Section 705(a)(2)(B) expenditures,  as the case may be (as computed for
"book"  purposes),  that are  treated as  deductions,  losses  and  expenditures
attributable  to Member  Nonrecourse  Debt under  Section  1.704-2(i)(2)  of the
Treasury Regulations.

     1.31  "MEMBERSHIP  INTEREST" means a Member's total interest as a member of
the Company,  including  that Member's  share of the Company's Net Profits,  Net
Losses,  Distributable  Cash or other  Distributions,  its right to inspect  the
books and  records  of the  Company  and its right,  to the extent  specifically
provided  in  this  Agreement,  to  participate  in the  business,  affairs  and
management  of the Company and to vote or grant  consent with respect to matters
coming before the Company.

     1.32 "MEMBERSHIP TERMINATION EVENT" with respect to any Member means one or
more of the following:  the death, insanity,  permanent disability,  withdrawal,
resignation, expulsion, Bankruptcy, dissolution or occurrence of any other event
which terminates the continued  membership of that Member in the Company,  other
than a Transfer of a Member's  Membership  Interest  which is made in accordance
with the provisions of ARTICLE VII.

     1.33 "NET PROFITS" and "NET LOSSES" means, for each fiscal period,  the net
income  and net  loss,  respectively,  of the  Company  determined  strictly  in
accordance  with  federal  income  tax  principles  (including  rules  governing
depreciation and amortization), except that in computing net income or net loss,
the "book" value of an asset will be  substituted  for its adjusted tax basis if
the two differ,  and the following items shall be excluded from the computation:
(a) any gain,  income,  deductions or losses specially  allocated under Sections
6.1, 6.2, or 6.3; (b) any Nonrecourse Deductions; and (c) any Member Nonrecourse
Deductions.

     1.34 "NEVADA  STATUTE"  means the Nevada Revised  Statute,  as amended from
time to time. Any  references in this  Agreement to a specific  provision of the
Nevada  Statute  shall  refer  to  the  cited  provision,  as  the  same  may be
subsequently   amended  from  time  to  time,   as  well  as  to  any  successor
provision(s).

                                      -4-
<PAGE>

     1.35  "NONRECOURSE  DEDUCTIONS"  in any fiscal  period  means the amount of
Company  deductions that are  characterized  as "nonrecourse  deductions"  under
Treasury Regulations Section 1.704-2(b) of the Treasury Regulations.

     1.36  "NONRECOURSE  LIABILITY" means a liability  treated as a "nonrecourse
liability"  under  Sections  1.704-2(b)(3)  and  1.752-1(a)(2)  of the  Treasury
Regulations.

     1.37 "OFFERED INTEREST" has the meaning specified in Section 7.2.

     1.38  "PERCENTAGE  INTEREST" means the percentage  interest of a Member set
forth opposite the name of that Member in Exhibit A hereto,  as such  percentage
may be adjusted from time to time pursuant to the provisions of this Agreement.

     1.39 "PERSON" means any entity, corporation,  company,  association,  joint
venture,  joint stock company,  partnership,  trust,  limited liability company,
limited  liability  partnership,  real estate  investment  trust,  organization,
individual  (including  personal  representatives,  executors  and  heirs  of  a
deceased   individual),   nation,   state,   government   (including   agencies,
departments, bureaus, boards, divisions and instrumentalities thereof), trustee,
receiver or liquidator.

     1.40  "PURCHASING  MEMBER" has the meaning  specified in Section 8.4.  1.41
"TAX CREDITS" means all credits  against  income or franchise  taxes and credits
allowable to Members under state, federal or other tax statutes.

     1.42 "TAX  MATTERS  MEMBER"  means the  Members  appointed  pursuant to the
provisions  of Section 9.3 to serve as the "tax  matters  member" of the Company
for  purposes  of Sections  6221-6233  of the Code.  Initially,  the Tax Matters
Members shall be Cinema Ride and HK LLC.

     1.43  "TRANSFER"  means,  with  respect  to a  Membership  Interest  or any
interest  therein,  the  sale,  assignment,   transfer,   disposition,   pledge,
hypothecation  or encumbrance  thereof,  whether direct or indirect,  voluntary,
involuntary or by operation of law, and whether or not for value,  of (a) all or
any part of that  Membership  Interest or interest  therein or (b) a controlling
interest  in any  Person  which  directly  or  indirectly  through  one or  more
intermediaries  holds that Membership  Interest or interest  therein.  For these
purposes,  a  "controlling  interest"  shall not include any  transfer  which is
solely the transfer of an economic interest.

     1.44  "TRANSFERRING  MEMBER" has the meaning specified in Section 7.2.

     1.45  "TREASURY  REGULATIONS"  means the  regulations  of the United States
Treasury Department pertaining to the income tax.

     References in this  Agreement to  "Articles,"  "Sections,"  "Exhibits"  and
"Schedules," shall be to the Articles,  Sections, Exhibits and Schedules of this
Agreement, unless otherwise specifically provided; all Exhibits and Schedules to
this Agreement are incorporated herein by reference; any of the terms defined in
this  Agreement  may,  unless the  context  otherwise  requires,  be used in the
singular or the plural and in any gender  depending on the reference;  the words
"herein",  "hereof" and "hereunder"  and words of similar  import,  when used in
this  Agreement,  shall  refer  to  this  Agreement  as a  whole  and not to any
particular  provision of this  Agreement;  and except as otherwise  specified in
this  Agreement,  all  references  in this  Agreement (a) to any Person shall be


                                      -5-
<PAGE>

deemed to include  such  Person's  permitted  heirs,  personal  representatives,
successors  and  assigns;  and (b) to any  agreement,  any document or any other
written  instrument  shall  be  a  reference  to  such  agreement,  document  or
instrument  together with all exhibits,  schedules,  attachments  and appendices
thereto,  and in each  case as  amended,  restated,  supplemented  or  otherwise
modified from time to time in accordance with the terms thereof;  and (c) to any
law,  statute or regulation  shall be deemed  references to such law, statute or
regulation as the same may be supplemented, amended, consolidated, superseded or
modified from time to time.

                                   ARTICLE II

                             ORGANIZATIONAL MATTERS

     2.1  NAME.  The name of the  Company  shall  be  "TICKETS2NITE,  LLC."  The
business  of the Company may be  conducted  under that name or, upon  compliance
with applicable  law, under any other name that the Members deem  appropriate or
advisable.

     2.2 TERM. The term of this  Agreement  shall commence upon the date of this
Agreement  and  shall  continue  for the  period  of  duration  provided  in the
Articles, unless extended or sooner terminated as hereinafter provided.

     2.3 OFFICE AND AGENT. The Company shall continuously maintain an office and
registered  agent in the State of Nevada as required by the Act.  The  principal
office of the Company shall be at the Showcase Mall, 3785 Las Vegas Blvd. South,
4th Floor,  Las Vegas,  Nevada  89109 or at such other place as the Managers may
determine  from time to time.  The Company may also have such offices within and
without the State of Nevada as the Managers may from time to time determine. The
registered  agent shall be as stated in the Articles or as otherwise  determined
by the Managers.

     2.4 PURPOSE OF COMPANY.  The Company may engage in any lawful  activity for
which a limited liability  company may be organized under the Act; however,  its
primary  purpose  shall  be to  engage  in  the  business  of  selling  same-day
discounted   show,   concert,   tours,   special  events,   sports  and  general
entertainment tickets and dinner discounts, other than motion simulator rides.

     2.5 INTENT.  It is the intent of the Members that the Company  shall always
be operated in a manner  consistent  with its treatment as a  "partnership"  for
Federal and state income tax purposes. It also is the intent of the Members that
the  Company  not be  operated  or treated as a  "partnership"  for  purposes of
Section  303 of the United  States  Bankruptcy  Code.  No Member  shall take any
action inconsistent with that express intent.

     2.6 REIMBURSEMENT OF EXPENSES OF ORGANIZATION. The Members hereby authorize
the Company to pay its  expenses of  organization  and to  reimburse  any Person
advancing funds for that purpose.

     2.7 NAME CHANGE.  Promptly upon execution of this Agreement by the Members,
HK  Inc.  shall  change  its  name  to one  which  does  not  contain  the  word
"TICKETS2NITE" or any name similar to it.

                                      -6-
<PAGE>
                                   ARTICLE III

                              CAPITAL CONTRIBUTIONS

     3.1 INITIAL CAPITAL CONTRIBUTIONS. Concurrently herewith, each Member shall
contribute  to the Company the cash amounts  which are specified in Exhibit A as
that Member's initial Capital Contribution (the "Required Cash  Contributions").
Additionally,  HK LLC  shall  assign  to the  Company  the  following  items and
contracts:

          (a) Marketing  Sponsorship  Agreement  dated as of July 2, 2002 by and
between the Coca-Cola Company and HK Inc.;

          (b)  Sublease  dated  as of June  28,  2002 by and  between  Caribbean
International Sales Corp., Inc., a Nevada corporation and HK Inc.; and

          (c) All rights title and interest in and to all intellectual property,
including, without limitation,  software programs, internet domain names and web
sites, relating to and including the name "TICKETS2NITE."

Cinema  Ride shall also assign to the  Company  all show  contracts  and similar
agreements  relating  to  discounted  tickets.  Cinema  Ride also  grants to the
Company  a  perpetual  worldwide  exclusive  royalty-free  license  to  use  any
inventions  covered by Cinema Ride's  business  methodology  patent  application
relating to discounted tickets and any and all software developed as a result of
the prior  expenditures  of Cinema Ride.  In the event that any of the foregoing
contracts  and rights set forth in this  Section  3.1 cannot be  assigned to the
Company,  each of HK LLC and  Cinema  Ride,  as the case may be,  shall  use its
reasonable  best efforts to provide the Company  with the  economic  benefits it
would have  received  had the items  referred  to herein  been  assigned  to the
Company.

     3.2 INTENTIONALLY DELETED.

     3.3 ADDITIONAL CAPITAL  CONTRIBUTIONS.  No Member shall be required to make
any Capital Contributions not specifically referred to in Section 3.1.

     3.4  CAPITAL  ACCOUNTS.   The  Company  shall  establish  and  maintain  an
individual  Capital Account for each Member. The initial Capital Account of each
Member shall be as set forth  opposite  such  Member's name on Exhibit A hereto,
and increased by: (i) any additional  Capital  Contributions made by such Member
and (ii) such Member's allocable shares of Net Profits for each fiscal year; and
decreased by: (i) distributions to such Member and (ii) such Member's  allocable
share of the Net Losses for each  fiscal  year.  In the event that assets of the
Company other than cash are  distributed to a Member in kind,  Capital  Accounts
shall be adjusted for the hypothetical  "book" gain or loss that would have been
realized by the Company if the  distributed  assets had been sold for their fair
market values in a cash sale (in order to reflect  unrealized  gain or loss). In
the event of the liquidation of the Company,  Capital Accounts shall be adjusted
for the  hypothetical  "book" gain or loss that would have been  realized by the
Company if all Company  assets had been sold for their fair  market  values in a
cash sale (in order to reflect unrealized gain or loss).

                                      -7-
<PAGE>

     3.5 NO  PRIORITIES  OF  MEMBERS;  NO  WITHDRAWALS  OF  CAPITAL.  Except  as
otherwise  specified  in  ARTICLE  VI and in the Act,  no  Member  shall  have a
priority over any other Member as to any Distribution,  whether by way of return
of capital or by way of profits,  or as to any  allocation of Net Profits or Net
Losses.  No Member  shall  have the right to  withdraw  or  reduce  its  Capital
Contributions  in the  Company  except  as a result  of the  dissolution  of the
Company or as otherwise  provided in Section 4.3 or the Act, and no Member shall
have the right to demand or receive  property  other than cash in return for its
Capital Contributions.

     3.6 NO INTEREST. No Member shall be entitled to receive any interest on its
Capital Contributions.

                                   ARTICLE IV

                                     MEMBERS

     4.1 LIMITED LIABILITY. Except as required under the Act or as expressly set
forth in this  Agreement,  no Member  shall be  personally  liable for any debt,
obligation  or liability of the Company,  whether that  liability or  obligation
arises in contract, tort or otherwise.

     4.2 ADMISSION OF ADDITIONAL MEMBERS.  Subject to compliance with applicable
law and the  unanimous  approval  of the  Managers,  additional  Members  may be
admitted to the Company from time to time upon such terms and  conditions as the
Managers  may  determine,  and any such  additional  Members  shall  be  granted
Membership Interests and may participate in the management,  Distributable Cash,
Net Profits,  Net Losses, Tax Credits and other  Distributions of the Company on
such terms as the Managers may fix.

     4.3  WITHDRAWAL.  Any Member may withdraw  from the Company at any time and
for any reason upon thirty (30) days prior written  notice to the other Members.
Any such withdrawal shall constitute a Membership Termination Event and shall be
subject to the provisions of Section 8.1.

     4.4  MEMBERS  ARE NOT  AGENTS.  The  management  of the  Company  is vested
exclusively  in the  Managers.  No Member,  acting  solely in its  capacity as a
Member,  may be an agent of the Company,  nor may any Member,  in that capacity,
bind or  execute  any  instrument  on behalf of the  Company  without  the prior
written consent of the Managers.

     4.5 MEETINGS OF MEMBERS; WRITTEN CONSENT.  Meetings of the Members shall be
held at such  times  and  places  within or  without  the State of Nevada as the
Members  may fix from time to time,  but,  in any  event,  any Member may call a
special  meeting of the Members upon ten (10) days prior  written  notice to the
other Members.  No annual,  regular or special meetings of Members are required,
but if such  meetings  are held,  they shall be  conducted  pursuant to the Act.
Members may participate in any meeting through the use of conference  telephones
or similar  communications  equipment as long as all Members  participating  can
hear one another. A Member so participating is deemed to be present in person at
the meeting.  Any action which may be taken by the Members at a meeting may also
be taken without a meeting,  if a consent in writing setting forth the action so
taken is signed by Members  having not less than the minimum votes that would be
necessary to  authorize  that action at a meeting of the Members duly called and
noticed.

                                      -8-
<PAGE>
                                    ARTICLE V

                      MANAGEMENT AND CONTROL OF THE COMPANY

     5.1 GENERAL SUPERVISION AND CONTROL OF MANAGEMENT BY THE MANAGERS.

          (a)  MANAGEMENT  BY MANAGERS.  The business and affairs of the Company
shall be  managed  and  controlled  by  Managers  (the  "Managers").  Except for
situations in which the approval of the Members is specifically  required by the
Act, the Articles or this  Agreement,  the Managers shall have full complete and
exclusive  authority,  power and  discretion to manage and control the business,
property  and affairs of the  Company,  to make all  decisions  regarding  those
matters, to supervise,  direct and control the actions of the officers,  if any,
of the Company and to perform any and all other actions customary or incident to
the  management  of the  Company's  business,  property and affairs.  Within the
resources  available to the Company,  the Managers  shall control and direct the
administration  of the  business and affairs of the Company in  accordance  with
sound  business  practice,  taking such steps as are necessary or appropriate in
their reasonable judgment to conserve and enhance the value and profitability of
the Company's business, property and affairs.

          (b)  ELECTION  AND TERM OF  MANAGERS.  The Company  shall have two (2)
Managers.  One of the Managers  shall be  designated by Cinema Ride (the "Cinema
Ride  Manager")  and one of the Managers  shall be designated by HK LLC (the "HK
LLC Manager"). Each of Cinema Ride and HK LLC shall have the right to remove the
Manager appointed by it at any time and for any reason, by written notice to the
other Member, and each Manager so appointed shall serve in the capacity until he
or she resigns or is removed by Cinema Ride or HK LLC, as  applicable,  in their
absolute  discretion.  Each replacement Manager shall be subject to the approval
of the other Member  which  approval  shall not be  unreasonably  withheld.  The
initial  Managers  shall be Mitch Francis (as designated by Cinema Ride) and Hal
Kolker (as designated by HK Inc.).

          (c) ADVISORY  BOARD.  There shall be an advisory  board of the Company
(the "Advisory Board") initially  consisting of one individual  appointed by the
two Managers (the "Individual  Advisor").  The Individual Advisor may be removed
at any time by any Manager, in its sole and absolute discretion, with or without
cause.  At the  request  of the  Managers,  the  Advisory  Board  shall  provide
assistance and advice to the Managers. In the event that the Managers are unable
to agree on the  selection of the  Individual  Manager  (either  initially or as
replacement), each Manager shall choose an advisor and the two advisors shall in
turn choose a third advisor, with the three advisors then acting as the Advisory
Board. Said third advisor may be removed at any time by any Manager, in its sole
and absolute discretion, with or without cause.

          (d) ACTIONS BY THE MANAGERS.  Subject to subparagraph  (e) below,  all
decisions or actions of the Company are subject to the unanimous approval of the
Managers (whether verbally or in writing, whether in person or by proxy).

          (e) DISPUTE  RESOLUTION.  In the event that the Managers  cannot reach
agreement on any operational  decision of the Company, the Managers shall submit
the dispute to the Advisory Board. The Advisory Board shall make a determination


                                      -9-
<PAGE>

with respect to the dispute and any such  determination  shall be binding on the
Managers and the Company.

     5.2 OFFICERS OF THE COMPANY.

          (a)  APPOINTMENT OF OFFICERS.  The Managers may, at their  discretion,
appoint  officers  of the  Company  at any time to  conduct,  or to  assist  the
Managers in the conduct of, the day-to-day  business and affairs of the Company.
The  officers of the Company may  include a  Chairperson,  a President  or Chief
Executive  Officer,  one or  more  Senior  Vice  Presidents,  one or  more  Vice
Presidents,  a Secretary,  one or more Assistant Secretaries,  a Chief Financial
Officer, a Treasurer,  one or more Assistant  Treasurers and a Comptroller.  The
officers shall serve at the pleasure of the Managers  subject to all rights,  if
any, of an officer under any contract of employment. Any individual may hold any
number of offices and two  individuals  may serve in one office as a co-officer.
If a Manager is not an individual, such Manager's officers may serve as officers
of the Company if appointed by the Managers.  The officers  shall  exercise such
powers and perform such duties as are  typically  exercised by similarly  titled
officers in a corporation  and as shall be  determined  from time to time by the
Managers,  but subject in all  instances to the  supervision  and control of the
Managers. The initial Co-Chief Executive Officers shall be Mitch Francis and Hal
Kolker,  who shall have joint  responsibility  for establishing and implementing
management policies of the Company. The initial  Co-Chairpersons  shall be Mitch
Francis and Hal Kolker.

          (b) SIGNING  AUTHORITY OF  OFFICERS.  Unless  otherwise  agreed by the
Managers,  all checks,  instruments  and other documents of the Company shall be
signed by both Managers.  Each Manager shall designate in writing another Person
to sign such  checks,  instruments  and other  documents  on his  behalf if such
Manager is not available.

          (c) DAY TO DAY  MANAGEMENT.  Provided  that the Company is meeting the
minimum  targets  established  by the Managers from time to time, the day to day
management  of the Company  shall be provided by Cinema Ride or an  affiliate of
Cinema  Ride with all actual  costs  paid or  reimbursed  by the  Company to the
extent such costs have been approved as part of the established minimum targets.
If the  Company  fails to meet such  targets and one or both  Managers  elect to
remove  Cinema  Ride or its  affiliate  or  Cinema  Ride  (or its  affiliate  or
successor)  resigns,  the  Managers  shall then  appoint a successor  who should
conduct  such  day to day  business.  In the  event  that the  Managers  fail to
establish or agree upon minimum  targets,  then the matter shall be submitted to
the Advisory Board.

     5.3 TRANSACTIONS BETWEEN THE COMPANY AND THE MEMBERS.  Notwithstanding that
it may  constitute a conflict of interest,  the Members and/or the Managers may,
and may cause their Affiliates to, engage in any transaction with the Company so
long as that  transaction  is (a) fair to the  Company  and (b)  approved by the
Managers.

     5.4 PERFORMANCE OF DUTIES; LIABILITY OF MANAGERS AND OFFICERS.  Neither the
Managers nor any officer shall be liable to the Company or to any Member for any
losses or damages suffered by them, except as the result of fraud, deceit, gross
negligence,  reckless or intentional misconduct or a knowing violation of law or
this  Agreement by the Managers or officer or as a result of acts from which the
Managers or officer  derives an improper  personal  benefit.  The  Managers  and
officers,  if any,  shall perform their  managerial  duties in good faith,  in a
manner they  reasonably  believe to be in the best  interests of the Company and


                                      -10-
<PAGE>

the Members.  In  performing  their duties,  the Managers and officers  shall be
entitled to rely on  information,  opinions,  reports or  statements,  including
financial  statements  and other  financial  data, of the  following  persons or
groups unless they have  knowledge  concerning the matter in question that would
cause such  reliance  to be  unwarranted  and  provided  that the  Managers  and
officers act in good faith and after  reasonable  inquiry when the need therefor
is indicated by the circumstances:

          (a) one or more agents of the Company  whom the  Managers or officers,
as the case may be,  reasonably  believe to be  reliable  and  competent  in the
matters presented; or

          (b) any attorney, independent accountant or other Person as to matters
which the Managers or  officers,  as the case may be,  reasonably  believe to be
within such Person's professional or expert competence.

     5.5   COMPANY OPPORTUNITIES.

          (a) COMPANY  OPPORTUNITIES.  Each Member and its  Affiliates  shall be
required to offer to the Company each and every  opportunity  it acquires  after
the date of this Agreement to pursue a prospective  business  venture if, by its
nature,  that prospective  business venture is within the primary purpose of the
Company  specified in Section 2.4 and if the Company  would  reasonably  be in a
position  to take up that  prospective  business  venture  in the  course of its
business.

          (b) COMPETING  ACTIVITIES.  Except for prospective  business  ventures
which are within the primary purpose of the Company and are, therefore,  subject
to the provisions of Section 5.5(a), however:

               (i) no Member  shall be  obligated  to  present  any  prospective
project,  business venture,  investment opportunity or economic advantage to the
Company or any other  Members,  even if the  opportunity is one of the character
that,  if presented to the Company or the other  Members,  could be taken by the
Company or the other  Members,  and each Member shall have the right to hold any
such prospective project,  business venture,  investment opportunity or economic
advantage for its own account or to recommend the same to Persons other than the
Company or the other Members; and

               (ii)  the  Members  and  their  respective  officers,  directors,
shareholders,  partners, members, agents, employees and Affiliates may engage or
invest in,  independently or with others,  any business  activity of any type or
description.  Neither the Company nor the other  Members shall have the right in
or to such other  ventures or  activities  or to the income or proceeds  derived
therefrom.

     5.6 EXPENSES.  The Company shall reimburse the Members and the Managers and
their respective Affiliates for all reasonable  out-of-pocket costs and expenses
incurred by them in connection with the business and affairs of the Company,  as
well as  organizational  expenses  (including,  without  limitation,  legal  and
accounting  fees and costs)  incurred by them to form the Company and to prepare
the Articles and this Agreement. In particular,  the Company shall reimburse Hal
Kolker and Cinema Ride for all travel  expenses in connection  with their visits
to Las Vegas and their cellular phone  expenses,  up to $2,000 per month subject


                                      -11-
<PAGE>

to  appropriate  documentation.  Any expense  item or series of related  expense
items in excess of $3,000 shall require the pre-approval of both Managers.

     5.7 MEDICAL  INSURANCE  The Company  shall include Hal Kolker under a group
employee  medical  insurance  policy to be determined by Hal Kolker.  Hal Kolker
shall reimburse the Company for the costs thereof attributable to insuring him.


                                   ARTICLE VI

            ALLOCATIONS OF NET PROFITS, NET LOSSES AND DISTRIBUTIONS

     6.1 MINIMUM GAIN CHARGEBACK.

     In the event that  there is a net  decrease  in the  Company  Minimum  Gain
during any taxable  year,  the minimum  gain  chargeback  described  in Sections
1.704-2(f) and (g) of the Treasury Regulations shall apply.

     6.2 MEMBER MINIMUM GAIN  CHARGEBACK.  If during any taxable year there is a
net  decrease in Member  Minimum  Gain,  the  partner  minimum  gain  chargeback
described in Section 1.704-2(i)(4) of the Treasury Regulations shall apply.

     6.3  QUALIFIED  INCOME  OFFSET.  Any Member who  unexpectedly  receives  an
adjustment,  allocation or Distribution  described in subparagraphs  (4), (5) or
(6)  of  Section   1.704-1(b)(2)(ii)(D)  of  the  Treasury  Regulations,   which
adjustment, allocation or distribution creates or increases a deficit balance in
that Member's  Capital  Account,  shall be allocated  items of "book" income and
gain in accordance  with the  provisions  of the  "qualified  income  offset" as
described in Section 1.704-1(b)(2)(ii)(D) of the Treasury Regulations.

     6.4 NONRECOURSE  DEDUCTIONS.  Nonrecourse  Deductions shall be allocated to
the Members in proportion to their Percentage Interests.

     6.5 MEMBER NONRECOURSE  DEDUCTIONS.  Member Nonrecourse Deductions shall be
allocated to the Members as required in Section  1.704-2(i)(1)  of the Treasury
Regulations  in accordance  with the manner in which the Members bear the burden
of an Economic Risk of Loss corresponding to the Member Nonrecourse Deductions.

     6.6  ALLOCATION  OF NET PROFITS.  The Net Profits for each fiscal period of
the Company shall be allocated to the Members in  accordance  with the following
order of priority:

          (a) first, to those Members with negative  Adjusted Capital  Accounts,
among them in proportion to the ratio of the negative balances in their Adjusted
Capital Accounts, until no Member has a negative Adjusted Capital Account;

          (b) second, to those Members whose Adjusted Capital  Contributions are
in excess of their Adjusted Capital Accounts,  among them in accordance with the
ratio of these excesses, until all of these excesses have been eliminated; and

          (c)  finally,  to  the  Members  in  proportion  to  their  Percentage
Interests.

                                      -12-
<PAGE>

     6.7  ALLOCATION  OF NET LOSSES.  Net Losses for each  fiscal  period of the
Company  shall be allocated  to the Members in  proportion  to their  Percentage
Interests.

     6.8  DISTRIBUTION  OF  DISTRIBUTABLE  CASH  BY  THE  COMPANY.   Subject  to
applicable law and any limitations  contained  elsewhere in this Agreement,  the
Managers shall cause the Company to distribute any  Distributable  Cash at least
monthly to the Members,  which  Distributions shall be in the following order of
priority:

          (a) first,  to the Members in  proportion  to their  Adjusted  Capital
Contributions until each Member's Adjusted Capital Contribution has been reduced
to zero; and

          (b) finally,  to  the  Members  in  proportion  to  their  Percentage
Interests.

     6.9 ALLOCATION OF NET PROFITS AND LOSSES AND  DISTRIBUTIONS IN RESPECT OF A
TRANSFERRED  INTEREST. If any Membership Interest is Transferred or is increased
or decreased by reason of the admission of a new Member or otherwise  during any
Fiscal Year, each item of income, gain, loss, deduction or credit of the Company
for that Fiscal Year shall be  assigned  pro rata to each day in the  particular
period of that Fiscal Year to which such item is attributable  (i.e., the day on
or during which it is accrued or otherwise incurred) and the amount of each item
so assigned  to any such day shall be  allocated  to the Member  based upon that
Member's   respective   Membership   Interest   at  the   close  of  that   day.
Notwithstanding any provision above to the contrary, gain or loss of the Company
realized in connection with a sale or other  disposition of any of the assets of
the Company shall be allocated solely to the parties owning Membership Interests
as of the date that sale or other disposition occurs.

     6.10 TAX ALLOCATION MATTERS.

          (a) CONTRIBUTED OR REVALUED PROPERTY. Each Member's allocable share of
the taxable income or loss of the Company, depreciation, depletion, amortization
and gain or loss with respect to any  contributed  property,  or with respect to
revalued property where the Company's property is revalued pursuant to Paragraph
(b)(2)(iv)(f)  of  Section  1.704-1  of  the  Treasury  Regulations,   shall  be
determined  in the  manner  (and as to  revaluations,  in the  same  manner  as)
provided in Section 704(c) of the Code. The allocation  shall take into account,
to the full extent required or permitted by the Code, the difference between the
adjusted basis of the property to the Member contributing it and the fair market
value of the property determined by the Managers at the time of its contribution
or revaluation, as the case may be. The Company shall apply Section 704(c)(1)(A)
by using the  "traditional  method"  as set forth in Section  1.704-3(b)  of the
Treasury Regulations.

          (b) RECAPTURE  ITEMS. In the event that the Company has taxable income
that is characterized  as ordinary income under the recapture  provisions of the
Code, each Member's  distributive share of taxable gain or loss from the sale of
Company assets (to the extent  possible) shall include a proportionate  share of
this  recapture  income  equal  to  that  Member's  share  of  prior  cumulative
depreciation  deductions  with  respect  to the  assets  which  gave rise to the
recapture income.

     6.11 ORDER OF APPLICATION. To the extent that any allocation,  Distribution
or  adjustment  specified  in any of the  preceding  Sections of this ARTICLE VI


                                      -13-
<PAGE>

affects the results of any other allocation, Distribution or adjustment required
herein,  the  allocations,   Distributions  and  adjustments  specified  in  the
following Sections shall be made in the priority listed:

          (a) Section 6.8.

          (b) Section 6.1.

          (c) Section 6.2.

          (d) Section 6.3.

          (e) Section 6.4.

          (f) Section 6.5.

          (g) Section 6.7.

          (h) Section 6.6.

          (i) Section 10.5.

     These provisions shall be applied as if all  Distributions  and allocations
were made at the end of the Company's Fiscal Year.  Where any provision  depends
on the Capital  Account of any Member,  that Capital Account shall be determined
after the operation of all preceding provisions for the Fiscal Year.

     Notwithstanding  the allocation  provisions set forth above in Sections 6.1
through  6.7,  the  Members  hereby  agree  that,   upon  the  sale  of  all  or
substantially  all of the  assets of the  Company  and/or  the  dissolution  and
liquidation of the Company, the allocation  provisions contained in this Article
VI and elsewhere in this  Agreement  shall be applied and amended by the Members
to cause to the greatest extent  possible the final Capital Account  balances of
the  Members  to be as  close as  possible  equal to the  amount  that  would be
distributed  to each  Member  pursuant to Section  6.8 if the  aggregate  of the
proceeds  from the sale of such  assets  and/or any  liquidation  proceeds  were
distributed  pursuant to said Section 6.8, rather than  distributed  pursuant to
Section 10.5(a) which Section 10.5(a) shall be the controlling  provision.  Such
application  and  amendment by Members to create such result shall  include,  if
necessary,  special  allocations of gross income and/or gross deductions for the
current  accounting  period.  This paragraph shall control  notwithstanding  any
reallocation of income, loss or items thereof by the Internal Revenue Service or
any other taxing authority.

     6.12 ALLOCATION OF  LIABILITIES.  Each Member's  interest in  "partnership"
profits for purposes of determining  that Member's share of "excess  nonrecourse
liabilities"  of the Company as used in Section  1.752-3(a)(3)  of the  Treasury
Regulations, shall be equal to that Member's Percentage Interest.

     6.13 FORM OF  DISTRIBUTION.  No  Member,  regardless  of the  nature of its
Capital Contribution,  has the right to demand and receive any Distribution from
the Company in any form other than money.  No Member may be  compelled to accept
from the Company a Distribution  of any asset in kind in lieu of a proportionate
Distribution  of  money  being  made  to  other  Member(s),  and  except  upon a


                                      -14-
<PAGE>

dissolution  and the winding up of the  Company,  no Member may be  compelled to
accept a Distribution of any asset in kind.

                                   ARTICLE VII

                              TRANSFER OF INTERESTS

     7.1  TRANSFER OF  INTERESTS.  Except as permitted in Section 7.2, no Member
shall be entitled to Transfer all or any part of its Membership  Interest except
with the prior written consent of all other Members,  which consent may be given
or withheld,  conditioned or delayed as the other Members may determine in their
sole and absolute discretion.  Any attempted Transfer without such prior written
consent shall be null and void AB INITIO,  and the transferee shall not become a
Member.

     7.2 RIGHT OF FIRST OFFER.

          (a) OFFER TO SELL; OPTION TO PURCHASE.  If a Member (the "TRANSFERRING
MEMBER")  desires to Transfer all or any part of its  Membership  Interest  (the
"OFFERED  INTEREST"),  the Transferring  Member shall give written notice to the
Company and to the other Members (the "ELIGIBLE MEMBERS"), setting forth in full
the terms of the proposed  sale (the  "Offer").  The Company shall then have the
right and option,  for a period  ending ten (10)  calendar  days  following  its
receipt  of the  written  notice,  to elect to  purchase  all or any part of the
Offered  Interest  at the  purchase  price and upon the terms  specified  in the
Offer. If the Company elects to purchase less than all of the Offered  Interest,
the  Eligible  Members  shall  then have the right and  option,  for a period of
twenty (20)  calendar days  thereafter,  to elect to purchase all or any part of
the  Offered  Interest  not elected to be  purchased  by the Company pro rata in
accordance with the ratio of their Percentage Interests (or non pro rata if such
Members so agree),  at the  purchase  price and upon the terms  specified in the
Offer.

               i)  TRANSFER TO PROPOSED  TRANSFEREE.  If the Company  and/or the
Eligible  Members in the  aggregate  do not elect to purchase all of the Offered
Interest pursuant to this Section 7.2, the Transferring  Member may Transfer all
of the Offered  Interest to a third party provided that the net present value of
the  purchase  price  for the  Offerred  Interest  is at least  92.5% of the net
present value of the price for the Offerred  Interest as set forth in the Offer,
whereupon the  transferee  shall take and hold the Offered  Interest  subject to
this  Agreement  and to  all  of  the  obligations  and  restrictions  upon  the
Transferring  Member and shall  observe and comply with this  Agreement and with
all such obligations and restrictions. The Transferring Member shall have ninety
(90) calendar days after the date of the  termination  of the Eligible  Members'
options  provided  above to enter into a binding  agreement  to sell the Offered
Interest  and ninety (90)  calendar  days  thereafter  to  Transfer  the Offered
Interest.  If no such  agreement is entered into or the Transfer is not effected
within any such ninety (90) calendar day period,  then the  Transferring  Member
shall not be entitled to Transfer the  Transferred  Interest and any  subsequent
proposed  Transfer of all or any part of the  Transferring  Member's  Membership
Interest shall once again be subject to the provisions of this Section 7.2.

               ii)  NON-CASH   CONSIDERATION.   For  these   purposes,   if  any
consideration offered for the Offered Interest consists of rights,  interests or
property  other than money or an  obligation to pay money,  the Managers  (other
than any Manager who is also the Transferring  Member), or the  non-Transferring


                                      -15-
<PAGE>

Members if the sole Manager is the  Transferring  Member,  shall, in good faith,
determine the Fair Market Value of that consideration in monetary terms.

                                  ARTICLE VIII

                  CONSEQUENCES OF MEMBERSHIP TERMINATION EVENTS

     8.1 DISSOLUTION OF COMPANY. Upon the occurrence of a Membership Termination
Event,  the Company shall dissolve  unless (a) all remaining  Members consent in
writing within ninety (90) days of the Membership  Termination Event to continue
the Company in a  reconstituted  form, if necessary and (b) agreement is reached
within such  ninety  (90) day period  between the Company and the Member (or the
legal representative or other  successor-in-interest of the Member) who suffered
the Membership  Termination Event as to the purchase of that Member's Membership
Interest.

     8.2  ADMISSION  OR   CONVERSION.   Upon  the  occurrence  of  a  Membership
Termination Event with respect to a Member under circumstances where the Company
does not  dissolve,  the  remaining  Members  shall  determine  which one of the
following shall occur and give written notice thereof to the Member who suffered
the Membership Termination Event (the "Former Member"):

          (a)   the   Former   Member's   personal   representative   or   other
successor-in-interest  shall be admitted as a Member of the Company in the place
and stead of the Former Member to the extent of the Former  Member's  Membership
Interest  (the "Former  Member's  Interest");  PROVIDED  HOWEVER,  (a) the other
Members  shall have  consented  in writing to such  admission  (the  granting or
denial of which shall be in each Member's sole discretion), (b) the assignee has
executed a  counterpart  of this  Agreement (as modified or amended from time to
time) and such  other  instruments  as the other  Members  may  reasonably  deem
necessary or appropriate to confirm the  undertaking of the assignee to be bound
by all the terms and  provisions  of this  Agreement  and (c) the  assignee  has
undertaken in writing to pay all expenses  incurred by the Company in connection
with such assignment;

          (b) the Company and/or one or more of the remaining Members and/or (if
the entire  Former  Member's  Interest  is not  subscribed  for  purchase by the
Company  and/or  one or more  of the  remaining  Members)  any  other  Person(s)
designated by the Managers  (other than any Manager  affiliated  with the Former
Member) shall purchase,  and the Former Member or the Former  Member's  personal
representative  or other  successor-in-interest  shall sell, the Former Member's
Interest or part thereof upon the terms and conditions specified in Section 8.3;
or (c) any combination of the above.

     8.3 PURCHASE PRICE. If the Managers (other than any Manager affiliated with
the Former Member) elect the alternative in Section  8.2(b),  the purchase price
for the Former  Member's  Interest shall be the Capital  Account  balance of the
Former  Member as of the date of the  Membership  Termination  Event,  PROVIDED,
HOWEVER,  that if the Former Member or the Former Member's legal  representative
or other  successor-in-interest  deems the Capital  Account balance to vary from
the fair  market  value of the Former  Member's  Interest  as of the date of the
Membership  Termination  Event  by more  than  ten  percent  (10%),  it shall be


                                      -16-
<PAGE>

entitled  to  require  an  appraisal  by  providing  notice of the  request  for
appraisal  within  thirty (30) days after the  determination  of the Managers to
cause the Company to purchase the Former Member's  Interest  pursuant to Section
8.2(b).  In such event, the fair market value of the Former Member's Interest as
of the date of the Membership Termination Event shall be determined by three (3)
independent appraisers, one selected by the Former Member or the Former Member's
legal representative or other successor-in-interest, one selected by the Company
and one selected by the two  appraisers  so named.  The fair market value of the
Former  Member's  Interest as of the date of the  Membership  Termination  Event
shall be deemed to be the  average  of the two  appraisals  closest in amount to
each other, and the fair market value of the Former Member's  Interest as of the
date  of the  Membership  Termination  Event,  as so  determined,  shall  be the
purchase  price. If the fair market value is determined to vary from the Capital
Account  balance  by less  than ten  percent  (10%),  the party  requesting  the
appraisal shall pay all expenses of all the appraisers. In all other events, the
party requesting the appraisal shall pay one-half of such expenses and the other
party shall pay one-half of such expenses.

     8.4 NOTICE OF INTENT TO  PURCHASE.  If the Managers  elect the  alternative
specified at Section  8.2(b),  then,  within thirty (30) days after the purchase
price of the Former Members'  Interest is determined,  the Managers shall notify
the remaining  Members of that portion,  if any, of the Former Members' Interest
which the  Company has elected to  purchase.  If the Company  elects to purchase
less than all of the Former  Members'  Interest,  each  remaining  Member  shall
notify the Managers in writing, within ten (10) days thereafter,  if that Member
desires to  purchase a portion of the balance of the Former  Members'  Interest.
The failure of any  remaining  Member to so notify the Managers  within such ten
(10) day period shall  constitute  an election on the part of that Member not to
purchase  any of the balance of the Former  Members'  Interest.  Each  remaining
Member so  electing to purchase  (a  "Purchasing  Member")  shall be entitled to
purchase a portion of the  balance of the Former  Members'  Interest in the same
proportion  that the Percentage  Interest of the Purchasing  Member bears to the
aggregate of the Percentage Interests of all of the Purchasing Members.

     8.5 ELECTION TO PURCHASE LESS THAN ALL OF THE FORMER MEMBER'S INTEREST.  If
any Purchasing  Member elects to purchase less than all of its pro rata share of
the balance of the Former Member's  Interest,  then the other Purchasing Members
may elect to  purchase  more than their pro rata  share.  If the Company and the
Purchasing Members do not elect to purchase all of the Former Member's Interest,
any other Person(s)  designated by the Managers may purchase the remaining share
thereof.

     8.6 CLOSING OF  PURCHASE  OF FORMER  MEMBER'S  INTEREST.  The closing  (the
"Closing") of the sale of a Former Member's Interest shall be held no later than
sixty (60) days after the  determination  of the purchase price. At the Closing,
the Former Member or the Former Member's legal  representative  shall deliver to
the purchasers an instrument of transfer (containing  warranties as to title and
the absence of encumbrances)  conveying the Former Member's Interest. The Former
Member or the Former Member's legal  representative  and the purchasers shall do
all things and  execute  and  deliver all papers  necessary  to  consummate  the
transaction in accordance with the provisions of this Agreement.

     8.7 PAYMENT OF PURCHASE PRICE. The purchase price shall be paid as follows:
the  purchasers  shall pay cash at the Closing  equal to one-fifth  (1/5) of the
purchase price,  with the balance of the purchase price to be paid in four equal
annual  principal  installments,   plus  interest,  payable  each  year  on  the


                                      -17-
<PAGE>

anniversary  date of the  Closing.  The unpaid  principal  balance  shall accrue
interest at the current  applicable  federal  rate  provided in the Code for the
month in which the initial  payment is made, but the  purchasers  shall have the
right to prepay in full or in part at any time without  penalty.  The obligation
to pay the balance due shall be evidenced by a promissory note, and if purchased
by a Person  other  than the  Company,  secured  by a pledge  of the  Membership
Interest being purchased.

                                   ARTICLE IX

                  ACCOUNTING, RECORDS AND REPORTING BY MEMBERS

     9.1 BOOKS AND RECORDS.  The books and records of the Company shall be kept,
and the  financial  position  and the  results of its  operations  recorded,  in
accordance  with the cash  method of  accounting  unless a  different  method is
required to be followed for federal  income tax purposes.  The books and records
of the  Company  shall  reflect  all  the  Company  transactions  and  shall  be
appropriate  and adequate for the Company's  business.  Each Member and its duly
authorized  representative,  including, but not limited to, Cinema Ride's and HK
LLC's  accountants,  shall have complete access to all such books and records at
any time.

     9.2 BANK  ACCOUNTS;  INVESTED  FUNDS.  All  funds of the  Company  shall be
deposited in such account or accounts of the Company as may be determined by the
Managers and shall not be  commingled  with the funds of any other  Person.  All
withdrawals  therefrom  shall be made upon checks  signed by such persons and in
such  manner as the  Managers  may  determine.  Temporary  surplus  funds of the
Company  may  be  invested  in  commercial  paper,  time  deposits,   short-term
government obligations or other investments determined by the Managers.

     9.3 TAX  MATTERS FOR THE COMPANY  HANDLED BY THE  MANAGERS  AND TAX MATTERS
MEMBERS.  The Members shall from time to time cause the Company to make such tax
elections  as it  deems  to be in the  best  interests  of the  Company  and the
Members.  The Tax Matters  Members shall represent the Company (at the Company's
expense) in connection  with all  examinations  of the Company's  affairs by tax
authorities,  including resulting judicial and administrative  proceedings,  and
shall  expend  Company  funds for  professional  services  and costs  associated
therewith.  The Tax Matters  Members  shall oversee the Company's tax affairs in
the overall best  interests  of the  Company.  If for any reason the Tax Matters
Members can no longer serve in that capacity,  the Managers may designate  other
Members to be Tax Matters Members.  Initially,  the Tax Matters Members shall be
Mitch Francis and Hal Kolker.

     9.4  ACCOUNTING  MATTERS.  All decisions as to accounting  matters shall be
made by the Managers.

                                    ARTICLE X

                           DISSOLUTION AND WINDING UP

     10.1  DISSOLUTION.  The Company shall be dissolved,  its assets disposed of
and its  affairs  wound  up upon  (and  only  upon)  the  first  to occur of the
following:

                                      -18-
<PAGE>

          (a)  the  expiration  of the  term  of the  Company  specified  in the
Articles or any other event of dissolution specified in the Articles;

          (b) the entry of a decree of judicial  dissolution pursuant to Section
86.541 of the Act;

          (c) the unanimous vote of the Members;

          (d) the occurrence of a Membership Termination Event, if all remaining
Members fail to consent in accordance  with Section 8.1 to continue the business
of the Company  within  ninety (90) days after the  occurrence  of that event or
fail to reach the agreement described in Section 8.1(b);

          (e) the sale of all or substantially all of the assets of the Company;

          (f) the Company's Bankruptcy; or

          (g) the  occurrence  of an  event  which  makes  it  unlawful  for the
business of the Company to be continued.

     10.2  CERTIFICATE OF  DISSOLUTION.  Upon  dissolution  of the Company,  the
Managers  shall  cause  Articles  of  Dissolution  to be filed  with the  Nevada
Secretary of State.

     10.3  WINDING UP. Upon the  occurrence  of any event  specified  in Section
10.1,  the  Company  shall  continue  solely  for the  purpose of winding up its
affairs in an orderly  manner,  liquidating its assets and satisfying the claims
of its creditors.  The Managers shall be responsible  for overseeing the winding
up and  liquidation of the Company,  shall take full account of the  liabilities
and  assets  of the  Company,  shall  cause  its  assets  either  to be  sold or
distributed,  as they may determine,  and shall cause the proceeds therefrom, to
the extent  sufficient,  to be applied  and  distributed  as provided in Section
10.5.  The  Persons  winding up the affairs of the  Company  shall give  written
notice of the  commencement  of  winding up by mail to all known  creditors  and
claimants whose addresses appear on the records of the Company.

     10.4  DISTRIBUTIONS IN KIND. Any non-cash asset  distributed to one or more
Members  shall first be valued at its fair  market  value to  determine  the Net
Profit or Net Loss that would have resulted if that asset had been sold for that
value,  the Net Profit or Net Loss shall then be  allocated  pursuant to ARTICLE
VI, and the  Members'  Capital  Accounts  shall be  adjusted  to  reflect  those
allocations.  The amount  distributed and charged to the Capital Account of each
Member  receiving an interest in the distributed  asset shall be the fair market
value of the interest (net of any liability secured by the asset that the Member
assumes or takes  subject  to).  The fair  market  value of that asset  shall be
determined by the Managers.

     10.5 ORDER OF PAYMENT OF PROCEEDS UPON DISSOLUTION.

          (a) LIQUIDATING DISTRIBUTIONS.  After determining that all known debts
and  liabilities  of the  Company,  including,  without  limitation,  debts  and
liabilities  to Members  who are  creditors  of the  Company,  have been paid or
adequately  provided for, the remaining  assets shall promptly be distributed to
the Members in accordance with their positive  Capital Account  balances,  after


                                      -19-
<PAGE>

taking into account income and loss  allocations for the Company's  taxable year
during which the liquidation occurs.

          (b) NO  LIABILITY.  No Member shall have any liability to the Company,
any Member or any  creditor of the Company on account of any deficit  balance in
its Capital Account.

     10.6 COMPLIANCE WITH TREASURY REGULATIONS. All payments to the Members upon
the winding up and  dissolution  of the Company  shall be strictly in accordance
with the positive Capital Account balance  limitation and other  requirements of
Section 1.704-1(b)(2)(ii)(D) of the Treasury Regulations.

     10.7  LIMITATIONS  ON PAYMENTS  MADE IN  DISSOLUTION.  Except as  otherwise
specifically  provided in this Agreement,  each Member shall be entitled to look
only to the  assets of the  Company  for the  return of that  Member's  positive
Capital Account balance and shall have no recourse for its Capital Contributions
and/or share of Net Profits (upon dissolution or otherwise) against the Managers
or any other Member.

     10.8 CERTIFICATE OF CANCELLATION.  Upon completion of the winding up of the
Company's affairs,  the Managers shall cause a Certificate of Cancellation to be
filed with the Nevada Secretary of State.

     10.9  COMPENSATION FOR SERVICES.  The Persons winding up the affairs of the
Company shall be entitled to reasonable  compensation from the Company for their
services. ARTICLE XI

                                 INDEMNIFICATON

     11.1 INDEMNIFICATION. The Company shall indemnify and hold harmless each of
the Members and the Managers, and each of their respective officers,  directors,
shareholders,  partners, Members, trustees,  beneficiaries,  employees,  agents,
heirs,   assigns,    successors-in-interest   and   Affiliates,   (collectively,
"Indemnified Persons") from and against any and all losses, damages, liabilities
and expenses,  (including  costs and  reasonable  attorneys'  fees),  judgments,
fines,  settlements and other amounts  (collectively  "Liabilities")  reasonably
incurred  by any such  Indemnified  Person in  connection  with the  defense  or
disposition of any action,  suit or other proceeding,  whether civil,  criminal,
administrative  or investigative  and whether  threatened,  pending or completed
(collectively  a  "Proceeding"),  in which any such  Indemnified  Person  may be
involved  or with  which any such  Indemnified  Person may be  threatened,  with
respect to or arising out of any act  (including  any act of active  negligence)
performed by the Indemnified Person or any omission or failure to act if (a) the
performance  of the act or the  omission  or failure  was done in good faith and
within the scope of the authority  conferred upon the Indemnified Person by this
Agreement or by the Act, except for acts of willful misconduct, gross negligence
or reckless  disregard of duty,  or acts which  constitute a material  breach of
this  Agreement  or from  which such  Indemnified  Person  derived  an  improper
personal  benefit,  or (b) a court of  competent  jurisdiction  determines  upon
application that, in view of all of the circumstances, the Indemnified Person is
fairly and  reasonably  entitled  to  indemnification  from the Company for such
Liabilities  as such  court  may  deem  proper.  The  Company's  indemnification
obligations  hereunder  shall  apply not only  with  respect  to any  Proceeding


                                      -20-
<PAGE>

brought  by the  Company or a Member  but also with  respect  to any  Proceeding
brought by a third party.

     11.2 CONTRACT RIGHT;  EXPENSES.  The right to indemnification  conferred in
this ARTICLE XI shall be a contract right and shall include the right to require
the  Company to advance  the  expenses  incurred  by the  Indemnified  Person in
defending  any such  Proceeding in advance of its final  disposition;  PROVIDED,
HOWEVER,  that, if the Act so requires,  the payment of such expenses in advance
of the final  disposition of a Proceeding shall be made only upon receipt by the
Company of an undertaking,  by or on behalf of the indemnified  Person, to repay
all amounts so advanced if it shall ultimately be determined that such Person is
not entitled to be indemnified under this ARTICLE XI or otherwise.

     11.3  INDEMNIFICATION  OF OFFICERS AND  EMPLOYEES.  The Company may, to the
extent  authorized  from  time  to  time  by  the  Managers,   grant  rights  to
indemnification and to advancement of expenses to any officer, employee or agent
of the Company to the fullest  extent of the  provisions of this ARTICLE XI with
respect to the  indemnification  and  advancement  of expenses of Members of the
Company.

     11.4 INSURANCE.  The Company may purchase and maintain  insurance on behalf
of any  Person  who is or was an  agent of the  Company  against  any  liability
asserted against that Person and incurred by that Person in any such capacity or
arising  out of that  Person's  status as an agent,  whether or not the  Company
would  have the power to  indemnify  that  Person  against  liability  under the
provisions of Section 11.1 or under applicable law.

                                   ARTICLE XII

                                  MISCELLANEOUS

     12.1  AMENDMENTS.  No amendment to this  Agreement  may be made without the
unanimous  approval of all Members.  All amendments to this Agreement must be in
writing.

     12.2 OFFSET  PRIVILEGE.  Any monetary  obligation owing from the Company to
any  Member or  Manager  may be  offset  by the  Company  against  any  monetary
obligation then owing from that Member or Manager to the Company.

     12.3 REMEDIES CUMULATIVE. Except as otherwise provided herein, the remedies
under this  Agreement are cumulative and shall not exclude any other remedies to
which any Person may be lawfully entitled.

     12.4  NOTICES.  Any  notice  to be given to the  Company  or any  Member in
connection  with this  Agreement  must be in writing  and will be deemed to have
been given and received when delivered to the address  specified by the party to
receive the notice by courier or other means of personal service,  when received
if sent by  facsimile,  or three (3) days  after  deposit of the notice by first
class mail, postage prepaid,  or certified mail, return receipt  requested.  Any
such notice must be given to the Company at its principal place of business, and
to any Member at the address  specified in Exhibit A. Any party may, at any time
by giving five (5) days' prior written  notice to the other  parties,  designate
any other address as the new address to which notice must be given.

                                      -21-
<PAGE>

     12.5  ATTORNEY'S  FEES.  In the event that any dispute  between the Company
and/or the Members  should result in litigation or  arbitration,  the prevailing
party in that  dispute  shall be  entitled  to recover  from the other party all
reasonable  fees,  costs and expenses of enforcing  any right of the  prevailing
party, including without limitation, reasonable attorneys' fees and expenses.

     12.6 GOVERNING LAW;  JURISDICTION.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada,  without regard to
any  conflicts  of  laws  principles  of  the  State  of  Nevada  or  any  other
jurisdiction  that would call for the application of the law of any jurisdiction
other than the State of Nevada.  Each party  hereto  consents  to the  exclusive
jurisdiction of the state and federal courts located in Las Vegas, Nevada in any
action on a claim arising out of, under or in connection  with this Agreement or
the  transactions  contemplated  by this  Agreement.  Each party hereto  further
agrees that personal  jurisdiction over it may be effected by service of process
by registered or certified  mail  addressed as provided in Section 12.4 and that
when so made shall be as if served upon it personally.

     12.7 COMPLETE  AGREEMENT.  This  Agreement and the Articles  constitute the
complete and exclusive  statement of agreement among the Members with respect to
their  respective  subject  matters  and  supersede  all prior  written and oral
agreements or statements by and among the Members. No representation, statement,
condition or warranty not contained in this  Agreement or the Articles  shall be
binding  on the  Members or have any force or effect  whatsoever.  To the extent
that  any  provision  of the  Articles  conflicts  with  any  provision  of this
Agreement, the Articles shall control.

     12.8 BINDING EFFECT.  Subject to the provisions of this Agreement  relating
to  Transferability,  this  Agreement  shall be  binding  upon and  inure to the
benefit of the Members and their respective successors and assigns.

     12.9  SECTION  HEADINGS.   All  Section  headings  are  inserted  only  for
convenience of reference and are not to be considered in the
interpretation or construction of any provision of this Agreement.

     12.10 INTERPRETATION. In the event any claim is made by any Member relating
to any conflict,  omission or ambiguity in this  Agreement,  no  presumption  or
burden of proof or  persuasion  shall be implied by virtue of the fact that this
Agreement  was  prepared  by or at the  request of a  particular  Member or that
Member's counsel.

     12.11  SEVERABILITY.  If any provision of this Agreement or the application
of that  provision  to any person or  circumstance  shall be held  invalid,  the
remainder of this  Agreement or the  application of that provision to persons or
circumstances  other  than  those  to  which  it is held  invalid  shall  not be
affected.

     12.12 MULTIPLE COUNTERPARTS.  This Agreement may be executed in two or more
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

                                      -22-
<PAGE>


     IN  WITNESS  WHEREOF,  all of the  Members of  TICKETS2NITE,  LLC, a Nevada
limited  liability  company,  have executed this Agreement,  effective as of the
date first written above.


                               MEMBER:


                               Cinema Ride, a Delaware corporation


                               By:        /s/ MITCH FRANCIS
                                         -------------------------------
                                         Name:  Mitch Francis
                                         Title: President


                               MEMBER:


                               Entasis LLC, a Delaware limited liability company


                               By:        /s/ HAL KOLKER
                                         -------------------------------
                                         Name:  Hal Kolker
                                         Title: Manager


                                      -23-
<PAGE>

                                    EXHIBIT A

            CAPITAL CONTRIBUTIONS, ADDRESSES AND PERCENTAGE INTERESTS

                                OF MEMBERS AS OF

                               SEPTEMBER 24, 2002

<TABLE>
<CAPTION>

                                             Member's     Member's   Member's
                                             Capital      Percentage Capital
MEMBER'S NAME     MEMBER'S ADDRESS           CONTRIBUTION INTEREST   ACCOUNT
<S>              <C>                        <C>           <C>        <C>

Cinema Ride, Inc. 12001 Ventura Place,       $200,000 1)      50%    $200,000
                  Suite 340                                          3)
                  Studio City, Nevada  91604

Entasis LLC       _________________          $200,000 2)      50%    $200,000
                  _________________                                  3)


</TABLE>

1. Cinema Ride previously  contributed  $183,694.27 to the Company.  Cinema will
contribute $16,305.73 upon execution of this Agreement.


2. In the  event  that  Bacardi  agrees to  become a  sponsor  of the  Company's
discounted show  operations,  HK LLC shall be entitled to receive credit against
its  obligations to make the capital  contribution  the amount of any payment by
Bacardi made on or before the execution of this Agreement.


3.  Such  capital  account  shall be  actually  credited  upon  making  the cash
contributions provided herein.


                                      -24-