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                       Limited Liability Company Agreement
                                       of
                              Predict It China, LLC

Limited Liability Company Agreement of Predict It China, LLC (the "Company")
dated as of March 3, 2000, by China Interactive Media Group, LLC, a limited
liability company organized under the laws of the State of Delaware ( "CIMG"),
and Predict It Inc., a corporation organized under the laws of the State of
Delaware ("Predict-It") (each a "Member", and together the "Members"); and such
other persons who become Members by executing this Agreement (or a supplement
hereto) as amended from time to time.

                                   Witnesseth:

Whereas, the Company is a limited liability company organized under the laws of
         the State of Delaware; and

Whereas, the Members wish to set forth the terms pursuant to which the Company
         will be managed and operated.

Now, therefore, in consideration of the mutual promises and agreements made
herein, the parties, intending to be legally bound hereby, agree as follows:


                                    Article I
                                   Definitions

When used in this Agreement, the following terms shall have the meanings set
forth below:

     "1933 Act" shall have the meaning given such term in Section 4.01 hereof.

     "Affiliate" of any specified Person shall mean any other Person, directly
     or indirectly, controlling or controlled by or under direct or indirect
     common control with such specified Person. For the purposes of this
     definition, "control" when used with respect to any Person means the power
     to direct the management and policies of such Person, directly or
     indirectly, whether through the ownership of voting securities, by contract
     or otherwise; and the terms "controlling" and "controlled" have meanings
     correlative to the foregoing.

     "Agreement" shall mean this Limited Liability Company Agreement of the
     Company, as amended from time to time.

     "Capital Account" shall mean the amount determined in accordance with
     Section 3.04 with respect to any Member.

     "Code" shall mean the Internal Revenue Code of 1986, as amended from time
     to time, and all successors thereto.

     "Competitor" of the Company shall mean any Person that competes, directly
     or indirectly, with the Website operated by the Company using the Licensed
     Technology (as defined in the License Agreement) in any geographic area
     which is then covered by the License Agreement and any other Person that
     renders financial support to any such Person.

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                                                                             2

     "Fiscal Year" shall mean the fiscal year of the Company, which shall end on
     each December 31st.

     "Interest" shall mean an Interest Holder's ownership interest in the
     Company, including any and all rights and benefits to which the Interest
     Holder may be entitled as provided in this Agreement, together with all
     obligations of such Interest Holder to comply with the terms of this
     Agreement.

     "Interest Holder" shall mean any Person who holds an Interest, whether as a
     Member or an unadmitted assignee of a Member.

     "Initial Capital Contribution" shall have the meaning given such term in
     Section 3.02 hereof.

     "Initial Public Offering" shall mean the sale by the Company in an
     underwritten public offering made pursuant to an effective registration
     statement under the 1933 Act of its Interests or other equivalent common
     equity securities.

     "Involuntary Withdrawal" when used with respect to any Member shall mean
     and include: (i) the death, retirement or bankruptcy of the Member; or (ii)
     in the case of any Member who is not an individual, the liquidation or
     dissolution of such Member, any merger or consolidation of such Member in a
     transaction where the Member is not the surviving entity, any
     reorganization of the Member, or any change in more than 50% of the equity
     ownership of the Member.

     "License Agreement" shall mean the License Agreement dated as of March 3,
     2000 between Predict-It and the Company.

     "Manager" shall have the meaning given such term in Section 6.03 hereof.

     "Members" shall mean the persons or entities identified at the beginning of
     this Agreement together with any persons or entities who may hereafter be
     admitted as Members of the Company in accordance with the provisions hereof
     and whose membership in the Company has not terminated in accordance with
     this Agreement or applicable law.

     "Net Profits" and "Net Losses" shall mean the net profits and net losses of
     the Company as determined in accordance with United States generally
     accepted accounting principles consistently applied.

     "Operational Date of the Project" shall have the meaning given such term in
     the License Agreement.

     "Participation Percentage" when used with respect to any Member, the
     percentage set forth opposite the Member's name on Schedule A hereto, as
     adjusted from time to time in accordance with this Agreement, and as to an
     Interest Holder who is not a Member, the Participation Percentage of the
     Member whose Interest has been acquired by such Interest Holder, to the
     extent the Interest Holder has succeeded to that Member's Interest. The sum
     of the Members' Participation Percentages for each class of Membership
     Interest on any date shall equal 100%.

     "Permitted Transfer" when use with respect to the Transfer of an Interest
     shall mean and include:

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                                                                             3

         (i)    a Transfer of an Interest by an existing Member to any other
                existing Member;

         (ii)   a Transfer of an Interest by a Member to members of the
                immediate family of such Member, to the estate of such Member or
                the descendents of such Member, or to a trust established by
                such member for the benefit of such Member or for the benefit of
                any other transferee described in this clause (ii);

         (iii)  a Transfer of an Interest by a Member to an Affiliate of such
                Member; or

         (iv)   a Transfer of an Interest by any Member with the approval of the
                Board of Directors;

         provided in all cases of the foregoing, the transferee agrees in
         writing satisfactory to the Manager to be bound by this Agreement, and
         that the transferred Interests shall be continued to be bound by this
         Agreement, to the same extent as the transferee and to the same extent
         as such Interests are governed by this Agreement.

     "Person" shall mean shall mean: any corporation, partnership, joint
     venture, trust, unincorporated association or organization, business,
     enterprise, or other entity; any individual; and any Government.

     "Regulatory Allocations" shall have the meaning given such term in Section
     5.03 hereof.

     "Related Persons" when used with respect to any other Person shall mean and
     include: members of the family of such Person (including without limitation
     natural and adopted children, parents, grand-parents, siblings and children
     of siblings); the estate of such Person upon such Person's death;
     descendents of such Person; and trusts or similar entities created for the
     benefit of such Person or any Related Person.

     "Restricted Members" shall mean (i) any Competitor of the Company or (ii)
     any Person the admission as a Member would, in the reasonable judgment of
     Predict-It, be materially detrimental to the "Licensed Technology" (as
     defined in the License Agreement) or the licensing thereof by Predict-It,
     or to Predict-It, provided that, if the Company shall request that
     Predict-It consent to the admission of any such Person, the giving of such
     consent shall not be unreasonably withheld by Predict-It

     "Right of First Refusal Purchaser", "Right of First Refusal Sale" and
     "Right of First Refusal Seller" shall have the meanings given such terms in
     Section 6.08(d) hereof.

     "Subscription Agreement" shall have the meaning given such term in Section
     11.04 hereof.

     "Tag-along Participant", "Tag-along Sale" and "Tag-along Seller" shall have
     the meanings given such terms in Section 6.08(c) hereof.

     "Transfer", when used as a noun, shall mean any voluntary sale,
     hypothecation, pledge, assignment, attachment or other transfer, and, when
     used as a verb, shall mean voluntarily to sell, hypothecate, pledge, assign
     or otherwise transfer.

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                                                                             4

     "Voluntary Withdrawal" shall mean a Member's dissociation from the Company
     by means other than a Transfer approved pursuant to Section 7.01 or an
     Involuntary Withdrawal subject to the provisions of Section 7.05.

     "Website" shall have the meaning given such term in Section 2.02 hereof.


                                   Article II
                                     General

2.01.    Offices.  The principal  office of the Company shall be at: 995 Ashokan
         Road,  Kingston,  New York 12401. The Company may operate at such
         additional offices as it shall deem advisable.

2.02.    Purpose. The Company is organized to, among other things, engage in
         internet and related businesses in The People's Republic of China, has
         all powers provided by law, and may use those powers to any lawful
         purpose. Without limiting the generality of the foregoing, is
         authorized to establish, maintain and operate a website in the Chinese
         language (the "Website") using code and programming to be licensed to
         the Company pursuant to the License Agreement.

2.03.    Term. Except as provided in Section 8.01, the Company shall have a
         perpetual existence.

2.04.    Name.  The name of the Company  shall be "Predict It China,  LLC" or
         such other name as the Members  shall agree.

2.05.    Registered Agent and Office. The registered agent for service of
         process and the registered office shall be that person and location
         stated in the Certificate of Formation as on file with the Secretary of
         State of the State of Delaware. In the event the registered agent
         ceases to act as such for any reason, the Board shall promptly appoint
         a substitute registered agent or file notice of a change in address, as
         the case may be.

2.06.    Additional Members. Subject to the provisions of Section 7.01 hereof
         (including without limitation with respect to the admission of new
         Members in connection with a Permitted Transfer), this Agreement may be
         amended from time to time by a vote the Members so as to admit any
         person as a new Member of such class as shall be designated in such
         amendment; however, (i) the admission of new Members prior to the
         Operational Date of the Project shall be prohibited if, immediately
         following the admission of such new Members or as a consequence
         thereof, the Participation Percentage of CIMG and its Affiliates would
         not be greater than 50%, and (ii) the admission of new Members
         subsequent to the Operational Date of the Project who are Restricted
         Members shall be prohibited if, immediately following the admission of
         such Restricted Members as new Members or as a consequence thereof, the
         Participation Percentage of such Restricted Members would be greater
         than 50%. A new Member may be admitted by execution of this Agreement
         or by execution of a supplement hereto by which such new member agrees
         to be a party to and to be bound by the this Agreement as amended from
         time to time and to such other terms and conditions as the Members
         shall deem appropriate. However, in the event that the Company, with
         the approval of the Members, shall propose to issue additional
         Interests, then each Member shall have the option (exercisable during
         the 30-day period following notice from the Company that such

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                                                                           5

         Interests are proposed to be issued) to purchase a portion of the
         Interests proposed to be issued in an amount determined by multiplying
         the Interests proposed to be issued by the percentage Interests of such
         Member immediately prior to the issuance of the new Interest.


                                   Article III
                     Capitalization; Capital Accounts; Loans

3.01.    Capitalization. Unless the Members shall determine otherwise, the total
         capitalization of the Company shall initially consist exclusively of
         100 Interests. The Interests shall be identical in all respects.

3.02.    Capital Contributions. Each Member shall make a capital contribution to
         the Company in an amount set forth on Schedule A hereto, as amended
         from time to time ("Initial Capital Contribution"). Upon the admission
         of an additional Member pursuant to Section 2.06 hereof, each new
         Member shall contribute to the capital of the Company, as his Initial
         Capital Contribution, an amount in cash or property determined by the
         existing Members.

3.03.    No Other Capital Contributions Required; No Liability. No Member shall
         be required to contribute any capital to the Company in addition to his
         or its Initial Capital Contribution. No Member, in such capacity, shall
         have any personal liability for any obligation or liability of the
         Company.

3.04.    Members' Capital Accounts. The Capital Account maintained for each
         Member, which shall be kept in accordance with Treasury Regulation
         ss.1.704(b), shall be: (a) credited with (i) such Member's Initial
         Capital Contribution pursuant to Section 3.02 hereof, (ii) the amount
         of cash and fair market value of any property such Member subsequently
         contributes to the Company and (iii) any Net Profit or gain allocated
         to such Member pursuant to Article V hereof; and (b) reduced by (i) any
         distribution to such Member and (ii) any Net Loss allocated to such
         Member pursuant to Article V hereof.

3.05.    No Interest on Capital Accounts. Members shall not be paid interest on
         their Capital Accounts.


3.06.    Return of Capital Contributions. Except as otherwise provided in this
         Agreement, Members shall not have the right to receive a return of any
         portion of their Capital Accounts.

3.07.    Form of Return of Capital. If a Member is entitled to receive a return
         of his or its Capital Account, the Members may cause the Company to
         distribute cash, notes, property or a combination thereof to the Member
         in the amounts required hereunder.

3.08.    Loans. Any Member may at any time make or cause to be made to the
         Company a loan or loans in any amount and on those terms upon which the
         other Members and the lending Member agree.

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                                                                            6

                                   Article IV
      Investment Representation; Representations and Warranties of Members

4.01.    No Registration of Interests. Each Member understands that the
         Interests have not been registered under the Securities Act of 1933, as
         amended (the "1933 Act"). Each Member also understands that the
         Interests are being offered and sold pursuant to an exemption from
         registration contained in the 1933 Act based in part upon such Member's
         representations contained in this Agreement.

4.02.    Representations and Warranties of Members. Each Member represents and
         warrants as follows: Member has substantial experience in evaluating
         and investing in private placement transactions of securities in
         companies similar to the Company so that such Member is capable of
         evaluating the merits and risks of its investment in the Company and
         has the capacity to protect his own interests. Such Member must bear
         the economic risk of this investment indefinitely unless the Interests
         are registered pursuant to the 1933 Act, or an exemption from
         registration is available. Such Member understands that the Company has
         no present intention of registering the Interests. Such Member also
         understands that there is no assurance that any exemption from
         registration under the 1933 Act will be available and that, even if
         available, such exemption may not allow such Member to transfer all or
         any portion of the Interests under the circumstances, in the amounts or
         at the times Member might propose. Member is acquiring the Interests
         for such Member's own account for investment only, and not with a view
         towards their distribution. Such Member represents that by reason of
         his business or financial experience, such Member has the capacity to
         protect his own interests in connection with the transactions
         contemplated in this Agreement. Such Member represents that it is an
         accredited investor within the meaning of Regulation D under the 1933
         Act. Such Member has had an opportunity to discuss the Company's
         business, management and financial affairs with the Company and has had
         the opportunity to review the Company's books, records, operations and
         facilities. Such Member has also had the opportunity to ask questions
         of and receive answers from, the Company and its management regarding
         the terms and conditions of this investment.


                                    Article V
        Allocations of Net Profits and Net Losses; Distributions of Cash

5.01.    Allocations of Net Profits and Net Losses. Net Profits and Net Losses
         shall be determined and allocated to the Capital Accounts of the
         Members as of the close of business on the last business day of each
         Fiscal Year to and among the Members pro rata in accordance with their
         Participation Percentages. Notwithstanding any other provision of this
         Article V, Net Losses shall be allocated first to CIMG and to Members
         who have acquired their Interests from CIMG (prior to any allocation to
         Predict-It or any Members who have acquired their Interests from
         Predict-It) until the aggregate amount of Net Losses equal to the
         aggregate Capital Contributions of CIMG have been so allocated.

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5.02.    Regulatory Allocations.

         (a)    Qualified Income Offset; Minimum Gain Chargeback. The Members
                intend that the Company's allocations of Net Profit and Net Loss
                comply with the Treasury Regulations issued pursuant to Section
                704(b) of the Code; therefore, this Agreement hereby expressly
                incorporates a "Qualified Income Offset" and "Minimum Gain
                Chargeback", in each case as defined in the Treasury
                Regulations.

         (b)    Gross Income Allocation. If, following the tentative allocation
                of Net Profit or Net Loss pursuant to Section 5.01, any Member
                would otherwise have a deficit balance in his Capital Account,
                which is in excess of the amount (if any) such Member is
                obligated to restore (whether under this Agreement or
                otherwise), then items of income and gain (consisting of a pro
                rata portion of each item of income or gain) shall be specially
                allocated to such Member so as to eliminate such excess as
                quickly as possible.

         (c)    Limitation on Net Loss Allocations. To the extent that any
                allocation of Net Loss pursuant to Section 5.01 would cause or
                increase a deficit balance in a Member's Capital Account
                balances, such portion of such Net Loss shall be allocated among
                the Members with positive Capital Account balances, pro rata in
                accordance with their positive Capital Account balances. For
                purposes of this Section 5.02(c), a Member's Capital Account
                shall be reduced for the items described in Section
                1.704-1(b)(2)(ii)(d)(4), (5), and (6) of the Treasury
                Regulations.

5.03.    Restorative Allocations. The allocations set forth in Section 5.02 (the
         "Regulatory Allocations") are intended to comply with certain
         requirements of Section 1.704-1(b) of the Treasury Regulations. The
         Regulatory Allocations may not be consistent with the intended Net
         Profit and Net Loss allocations. Accordingly, notwithstanding the other
         provisions of this Article V, but subject to the Regulatory
         Allocations, the Company shall reallocate items of income, gain,
         deduction and loss among the Members so as to eliminate the effect of
         the Regulatory Allocations and thereby to cause the respective Capital
         Accounts of the Members to be in the amounts (or as close thereto as
         possible) they would have been if Net Profit and Net Loss (and such
         other items of income, gain, deduction and loss) had been allocated
         without reference to the Regulatory Allocations.

5.04.    Allocations for Federal Income Tax Purposes.

         (a)    Except as otherwise provided herein, all items of income, gain,
                loss, deduction and credit shall be allocated among the Members
                in the same manner that each such item was allocated to the
                Members' Capital Accounts.

         (b)    In accordance with Section 704(c) of the Code and the Treasury
                Regulations thereunder, each items of income, gain, loss, and
                deductions with respect to any contributed property shall,
                solely for tax purposes, be allocated among the Members so as to
                take account of any variation between the adjusted basis of such
                property for federal income tax purposes and its value as the
                time of contribution using the "traditional method".

         (c)    If there is a distribution of property that causes the
                recognition of gain to the Member who contributed the property
                or to the Member who received the distribution or to both such
                Members, such gain shall be treated as having been

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                                                                             8

                recognized by such Member or Members in the amount and manner as
                specified in Sections 704(c)(1)(B) and 737 of the Code, and
                appropriate basis adjustments shall be made as provided therein.

5.05.    Distributions. Subject to Articles VI and VIII hereof, there shall be
         distributed to the Members cash available for distribution in such
         amounts and at such times as may be determined by the Members from time
         to time, but in any event prorata in accordance with their Interests.
         The Company shall distribute to the Members an amount of Net Profits as
         shall be sufficient to enable the Members to pay their federal and
         state income tax liabilities attributable to their respective shares of
         the taxable income of the Company.

                                   Article VI
                             Management and Members

6.01.    Members. Wherever this Agreement requires the vote, consent or approval
         of the Members, the agreement of at least a majority in Interests of
         the Members shall be required to consent to or approve the matter.
         However, no amendment of the provisions of Sections 2.06, 6.05 or 6.08
         hereof shall be effective unless approved by all of the Members.

6.02.    Board of Directors. The Company shall be managed by and under the
         supervision of a Board of Directors. The size of the Board of Directors
         and the members of the Board of Directors shall be determined from time
         to time by a vote of the Members. The vote of a majority of the members
         of the Board of Directors shall be sufficient to approve any matter
         submitted to the Board of Directors for its approval.

6.03.    Delegation of General Management to the Officers of the Company.
         Subject to Section 6.04 hereof, the Board of Directors may appoint any
         officers and assign to them such titles and duties as the Board of
         Directors shall see fit and delegate certain management and operation
         of the Company's business to such officers of the Company. In that
         connection, the Board of Directors hereby designates Huang Hung as the
         initial "Manager" of the Company, to serve in such capacity and
         position until removed (with or without cause) by the Board of
         Directors.

6.04.    Actions Requiring Approval of the Board of Directors. Notwithstanding
         any other provision of this Agreement to the contrary, the Manager and
         the other officers of the Company, except with the express written
         approval of the Board of Directors pursuant to Section 6.03 hereof,
         shall not have the power or authority to:

         (a)    sell, transfer, exchange or otherwise dispose of any of the
                assets of the Company, except for sales in the ordinary course
                of business or the sale, transfer or exchange of assets other
                than in the ordinary course of business which do not exceed
                $25,000 in the aggregate in any 12-month period;

         (b)    consolidate, merge, reorganize, liquidate, wind-up, or dissolve
                the Company (or take any other similar action);

         (c)    issue, sell, acquire, repurchase, redeem or reclassify any
                Interest, other equity interest (or option, warrant, conversion
                or other similar right with respect to any equity interest) or
                debt interest in or of the Company;

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                                                                            9

         (d)    incur debt or enter into any agreement, facility, commitment,
                guaranty, instrument or other undertaking providing for, or
                relating to, the incurrence of any indebtedness by the Company
                (other than trade indebtedness incurred in the ordinary course
                of business not in excess of $5,000 and payable within thirty
                (30) days), or otherwise encumber Company assets;

         (e)    enter into any transaction with any member of the Board of
                Directors or any Member or an Affiliate of a member of the Board
                of Directors or of the Company or the Members;

         (f)    approve a business plan and annual operating budget for the
                Company (or any updates to each thereof);

         (g)    declare or make any distributions to Members;

         (h)    consummate, or enter into any binding agreement to consummate,
                any acquisition of any property or asset in excess of $5,000;
                introduce or launch a new product or service; or engage in or
                enter into a new line of business or a transaction not in the
                ordinary course of the Company's business;

         (i)    institute proceedings to have the Company be adjudicated as
                bankrupt or insolvent, or consent to the institution of
                bankruptcy or insolvency proceedings against the Company, or
                file a petition with respect to the Company or consent to a
                petition with respect to the Company seeking reorganization or
                relief under any applicable Federal or state laws relating to
                bankruptcy or insolvency, or consent to the appointment of a
                receiver, liquidator, assignee, trustee or sequestrator (or
                other similar official) of the Company or a substantial part of
                the Company's properties, or make any assignment for the benefit
                of creditors, or except as required by law, admit in writing an
                inability to pay its debts generally as they become due, or to
                take any action in furtherance of any such action;

         (j)    delegate any of the management responsibilities of any officer;

         (k)    commit the Company to make any expenditures that affect the
                market value of the Company, or any other expenditure in excess
                of $5,000;

         (l)    purchase or redeem the Interest of any Member; or

         (m)    amend this Agreement.

6.05.    Actions Requiring Approval of Members.  Notwithstanding any other
         provision of this Agreement to the contrary, the Company shall not,
         without the approval of the Members:

         (a)    sell, transfer, exchange or otherwise dispose of substantially
                all of the assets of the Company, excluding sales in the
                ordinary course of business; or

         (b)    consolidate, merge, reorganize, liquidate, wind-up or dissolve
                the Company (or take any other similar action);

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                                                                           10


         however, unless approved by all of the Members: (i) no such transaction
         prior to the Operational Date of the Project shall be effected; (ii) no
         such transaction shall be effected with any Affiliate of any Member;
         and (iii) no such transaction subsequent to the Operational Date of the
         Project shall be effected with any Restricted Member.

6.06.    No Liability of the Board of Directors or any Member. No member of the
         Board of Directors and no Member, in such capacity, shall be liable for
         any obligation or liability of the Company.

6.07.    Liability and Indemnification.

         (a)    A member of the Board of Directors or a Member shall not be
                liable, responsible or accountable, in damages or otherwise, to
                any other Member or to the Company for any act performed by the
                member of the Board of Directors or the Member in such capacity,
                with respect to Company matters, except for fraud, gross
                negligence or an intentional breach of this Agreement.

         (b)    The Company shall indemnify each member of the Board of
                Directors and each Member and the officers of the Company for
                any act performed by the member of the Board of Directors, the
                Member or such officers of the Company, in such capacity, with
                respect to Company matters, except for fraud, gross negligence
                or an intentional breach of this Agreement. The provisions of
                this Section 6.07 shall continue to afford protection to each
                indemnitee regardless of whether such indemnitee remains a
                Member or officer, employee or agent of the Company.

6.08.  Certain Covenants.

       (a)    So long as Predict-It shall be the holder of at least a 10%
              Percentage Interest in the Company, and prior to the occurrence of
              an Initial Public Offering, Predict-It shall be entitled to
              appoint and elect one member of the Board of Directors of the
              Company.

       (b)    In the event that, subsequent to the Operational Date of the
              Project and prior to the occurrence of an Initial Public Offering
              and other than in an Initial Public Offering, the Company shall
              propose to raise additional capital by the sale of Interests in
              the Company, whether to any then existing Member or to third
              parties, each of CIMG and Predict-It shall be entitled to
              subscribe for and to purchase, on the same terms and conditions as
              proposed by the Company to the existing Member or such third
              party, a portion of such new Interests as would be necessary to
              maintain its then Percentage Interest in the Company relative to
              the other Members. Such new Interests may take the form of a
              separate class of Interest, which may have such terms (including
              without limitation preferences) as shall be specified by the Board
              of Directors at the time of the issuance thereof. All of the
              members of the Board of Directors of the Company may participate
              in the approval of such financing and the terms thereof
              notwithstanding that any such director might be affiliated or
              associated with, or have any financial or other interest or
              relationship with or in, any Person who is proposing to acquire
              the Interests and the vote of such director shall be counted in
              such approval.

       (c)    Subject to the provisions of Article VII hereof, in the event that
              CIMG or Predict-It (a "Tag-along Seller") shall propose, prior to
              the occurrence of an Initial Public Offering and other than in an
              Initial Public Offering, to sell any portion of its Interests to
              any Person (other than to an Affiliate or Related Person of the
              Tag-along Seller) (a "Tag-

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              along Sale"), then the Tag-along Seller shall permit the other
              (the "Tag-along Participant") to participate in the Tag-along Sale
              on the same terms and conditions that the Tag-along Seller
              proposes to sell such portion of its Interests. In the event that
              the Tag-along Participant shall elect (within 10 days following
              the receipt by the Tag-along Participant of notice of the proposed
              Tag-along Sale, which notice shall contain information as to the
              material terms of the proposed Tag-along Sale, including without
              limitation the identity of the proposed purchaser and the price)
              to participate in the Tag-along Sale, the Tag-along Participant
              shall be permitted to sell in the Tag-along Sale a portion of its
              Interest determined by multiplying the portion of the Interests of
              the Tag-along Seller proposed to be sold by the Percentage
              Interest of the Tag-along Participant as of immediately prior to
              the closing of the Tag-along Sale. The Tag-along Participant shall
              be required to execute the same transaction documents executed by
              the Tag-along Seller in the Tag-along Sale and to make the same
              representations and warranties and covenants (including without
              limitation indemnification covenants) as the Tag-along Seller, and
              the Tag-along Participant shall bear a prorata portion of the
              expenses incurred by the Tag-along Seller in the Tag-along Sale.

       (d)    Subject to the provisions of Article VII hereof, in the event that
              CIMG or Predict-It (a "Right of First Refusal Seller") shall
              propose, prior to the occurrence of an Initial Public Offering and
              other than in an Initial Public Offering, to sell any portion of
              its Interests to any Person (other than to an Affiliate or Related
              Person of the Right of First Refusal Seller) (a "Right of First
              Refusal Sale"), then the Right of First Refusal Seller shall
              permit the other (the "Right of First Refusal Purchaser") to
              purchase the portion of the Interests of the Right of First
              Refusal Seller proposed to be sold on the same terms and
              conditions that the Right of First Refusal Seller proposes to sell
              such portion of its Interests. In the event that the Right of
              First Refusal Purchaser shall elect (within 10 days following the
              receipt by the Right of First Refusal Purchaser of notice of the
              proposed Right of First Refusal Sale, which notice shall contain
              information as to the material terms of the proposed Right of
              First Refusal Sale, including without limitation the identity of
              the proposed purchaser and the price) to purchase all, but not
              less than all, of the portion of the Interests of the Right of
              First Refusal Seller proposed to be sold, the Right of First
              Refusal Purchaser shall be permitted to purchase the portion of
              the Interests of the Right of First Refusal Seller proposed to be
              sold. The Right of First Refusal Purchaser shall pay any expenses
              or breakup fee or similar fee or compensation that the Right of
              First Refusal Seller might be required to pay the original
              proposed purchaser as a consequence of the election of the Right
              of First Refusal Purchaser under this Section 6.08(d). If after
              the Right of First Refusal Purchaser shall fail to close on the
              purchase of the portion of the Interests of the Right of First
              Refusal Seller proposed to be sold within 15 days following such
              election, then the Right of First Refusal Seller shall be
              permitted to effect the sale of the portion of the Interests of
              the Right of First Refusal Seller proposed to be sold to the
              original proposed purchaser, provided that the sale on
              substantially the same terms as disclosed in the notice of the
              Right of First Refusal Sale previously given to the Right of First
              Refusal Purchaser.

       (e)    Prior to the occurrence of an Initial Public Offering, CIMG and
              Predict-It shall be entitled to receive from the Company the
              unaudited financial statements of the Company as at the end of
              each fiscal quarter (to be delivered within 60 days after the end
              of the fiscal quarter) and audited financial statements of the
              Company as at the end of each fiscal year (to be delivered within
              120 days after the end of the fiscal year), together with such
              other material financial information prepared by the Company in
              the regular course of its business as CIMG or Predict-It shall
              request.

<PAGE>
                                                                            12

       (f)    CIMG shall be responsible for funding the operating expenses of
              the Company until the Operational Date of the Project. However,
              the foregoing obligation of CIMG shall terminate if all necessary
              Governmental licenses and approvals are not obtained on or before
              August 31, 2001. Operating expenses funded by CIMG, and other
              amounts contributed by CIMG to the Company, shall increase the
              Capital Account of CIMG and, in the event of the liquidation or
              dissolution of the Company, shall be repaid to CIMG prior to any
              distributions to Predict-It in respect of the Capital Account of
              Predict-It.

       (g)    If demanded by CIMG or Predict-It at any time prior to the
              occurrence of an Initial Public Offering, the outstanding
              Interests in the Company shall be exchanged for newly issued
              interests in CIMG on such terms as shall be fair from a financial
              point of view as determined by a nationally recognized (in the
              United States) investment banking firm selected by CIMG.

       (h)    In the event that the license granted to the Company pursuant to
              the License Agreement shall be terminated for any reason, CIMG or
              its assigns shall have the right to require Predict-It to sell to
              CIMG 100% (but not less than 100%) of the Interests of Predict-It
              and its Affiliates in the Company. The purchase price for the
              Interests shall be the fair market value of the Interests as
              determined by the Board of Directors of the Company. In the event
              that CIMG or Predict-It and its Affiliates shall object to any
              determination by the Board of Directors of fair market value of
              such Interests, provided that such objection is delivered to the
              Company and CIMG within 15 days following the receipt by
              Predict-It of written notice of the determination of fair market
              value, then an independent appraiser shall be selected by the
              Company and requested to determine the fair market value of the
              Interests, and the determination of such independent appraiser
              shall be final and binding on CIMG and Predict-It and its
              Affiliates; however: (i) if the objecting Person asserts that the
              fair market value of the Interests is greater than the initial
              determination of the fair market value of the Interests, but the
              fair market value of the Interests is determined by the
              independent appraiser to be no greater than 105% of the fair
              market value of the Interests as initially determined by the Board
              of Directors, then the Person who objected to the initial
              determination by the Board of Directors of the fair market value
              of the Interests shall pay the fees and expenses of the
              independent appraiser; and (ii) if the objecting Person asserts
              that the fair market value of the Interests is lesser than the
              initial determination of the fair market value of the Interests,
              but the fair market value of the Interests is determined by the
              independent appraiser to be at least 95% of the fair market value
              of the Interests as initially determined by the Board of
              Directors, then the Person who objected to the initial
              determination by the Board of Directors of the fair market value
              of the Interests shall pay the fees and expenses of the
              independent appraiser. The closing for the purchase of the
              Interests shall occur within 30 days following the final
              determination of the purchase price for the Interests.


                                   Article VII
                Transfer of Interests and Withdrawals of Members

7.01.    Transfers. Except for Permitted Transfers (but subject to the options
         of the other Members set forth in this Section 7.01 and subject to the
         restrictions of Section 7.02 hereof), no Member shall Transfer all, or
         any portion of, or any interest or rights in, the Interest owned by
         such Member. The Transfer of any membership rights or Interests in

<PAGE>
                                                                            13

         violation of the prohibition contained in this Section 7.01 shall be
         deemed invalid, null and void, and of no force or effect. Any person to
         whom an Interest is attempted to be transferred in violation of this
         Section 7.01 shall not be entitled to (i) vote on matters coming before
         the Members, (ii) participate in the management of the Company to the
         extent permitted by this Agreement, (iii) act as an agent of the
         Company, (iv) receive distributions from the Company, (v) have any
         other rights in or with respect to the Company or (vi) have Net Profits
         credited to such person's Capital Account after the Transfer (but shall
         have any Net Loss of the Company after the Transfer charged against
         such person's Capital Account). Upon the Involuntary Withdrawal of any
         Member, the other Members shall be entitled to require the Member or
         the estate or successor of such Member to sell the Interest of the
         Member to the remaining Members (in proportion to their Participation
         Percentages) for a price in cash equal to the fair market value of the
         Interest of the Member subject to the Involuntary Withdrawal as
         determined by an independent nationally recognized investment banking
         firm selected by the remaining Members, which determination shall be
         made without discount based on the minority position represented by
         such Interest; and the determination of such investment banking firm
         shall be final and binding on the Members and the estate or successor
         of the Member subject to the Involuntary Withdrawal. However, at the
         election of the remaining Members, the purchase price for the Interest
         of the Member subject to the Involuntary Withdrawal may be paid in five
         equal annual installments with interest thereon at the annual rate of
         10%. The fees and expenses of the investment banking firm retained to
         determine the fair market value of the Interest of the Member subject
         to the Involuntary Withdrawal shall be paid by the Member subject to
         the Involuntary Withdrawal (and if not paid, shall be withdrawn from
         the first installment of the purchase price).

7.02.    General Limitations of Transfer. Notwithstanding anything set forth
         herein to the contrary, no Member shall transfer any of its Interest
         (including without limitation in connection with any Permitted
         Transfer) until such Member shall have notified the Company of such
         pending transaction and, if requested by the Company, delivered an
         opinion of legal counsel reasonably satisfactory to the Company to the
         effect that the proposed transfer does not and will not violate the
         Securities Act of 1933, as amended, and applicable securities laws of
         any state.

7.03.    Voluntary Withdrawal. Unless the Members shall so approve, no Member
         shall have the right or power to effect a Voluntary Withdrawal from the
         Company and any attempt to do so shall be treated as a Transfer under
         Section 7.01 hereof.

7.04.    Involuntary Withdrawal.

         Immediately upon the occurrence of an Involuntary Withdrawal, the
         Member shall cease to be a Member and no successor in interest, if any,
         to the Member shall become a Member of the Company. However, in the
         event that the other Members do not elect pursuant to Section 7.01
         hereof to purchase the Interest of the Member subject to the
         Involuntary Withdrawal, then the former Member or the estate of
         successor in interest to the former Member shall become an Interest
         Holder with all the economic rights under this Agreement of the former
         Member as though the former Member were still a Member.

<PAGE>
                                                                             14
7.05.    Sale of the Company, Etc.

         In the event that the holders of more than fifty percent (50%) of the
         Interests of the Members shall propose to effect a transaction for the
         sale of all the Interests of all of the Members, or a merger or
         consolidation of the Company, or a sale of substantially all of the
         assets of Company, the remaining Members shall join in any such sale,
         merger, consolidation or other transaction, and shall vote their
         Interests in favor of such sale, merger, consolidation or other
         transaction; provided that each Member receives the same consideration
         for their Interests (in proportion to their respective Interests), and
         provided that such sale or transaction is not with or to any Member.
         All Members shall execute and deliver all such documents, certificates,
         agreements, indemnifications, guarantees and instruments which the
         holders of more than fifty percent (50%) of the Interests of the
         Members shall be required to execute and deliver in connection with any
         such transaction. However, the provisions of this Section 7.05 shall be
         inapplicable to any such transaction prior to the Operational Date of
         the Project or any such transaction to be effected with any Affiliate
         of any Member, unless approved by all of the Members.


                                  Article VIII
                   Dissolution and Termination of the Company

8.01.    Events of Dissolution. The Company shall be dissolved only upon the
         happening of any of the following events:

         (a)    upon the written agreement of more than fifty percent (50%) in
                Interests of the Members; however, no dissolution of the Company
                shall be effected prior to the Operational Date of the Project,
                unless approved by all of the Members;

         (b)    upon a sale of all or substantially all of the assets of the
                Company; or

         (c)    upon the entry of a decree of judicial dissolution of the
                Company under Section 702 of the Code.

8.02.    Procedure for Winding Up and Dissolution. If the Company is dissolved,
         the Members shall wind up its affairs. On winding up of the Company,
         the assets of the Company shall be distributed first to creditors of
         the Company, including Members who are creditors, in satisfaction of
         the liabilities of the Company, and then to the Members in accordance
         with Section 8.03.

8.03.    Dissolution.

         (a)    If the Company is dissolved, the assets of the Company shall be
                distributed to the Members in accordance with their respective
                positive Capital Accounts balances after taking into account the
                allocations of Net Profit or Net Loss and other items of income,
                gain, loss and deduction pursuant to Article V hereof and
                distributions made pursuant to Section 5.05 hereof and this
                Article VIII.

         (b)    Notwithstanding any other provision of this Agreement, no Member
                shall be obligated to restore a negative Capital Account.
<PAGE>

                                                                            15

8.04.    General.

         (a)    Except as otherwise specifically provided in this Agreement, the
                timing and amount of all distributions shall be determined by
                the Members.

         (b)    (i)   If any assets of the Company are distributed in kind
                      to the Members, those assets shall be valued at their fair
                      market value, and any Member entitled to any interest in
                      those assets shall receive that interest as a
                      tenant-in-common with all other Members so entitled. The
                      fair market value of the assets shall be determined by the
                      Board of Directors, who may, but shall not be obligated
                      to, have an independent appraiser determine the fair
                      market value of any asset. The determination of fair
                      market value of any asset by an independent appraiser
                      selected by the Company shall be final and binding on the
                      Members. In the event that any Member shall object to a
                      determination of fair market value of any asset made
                      solely by the Board of Directors without a determination
                      by an independent appraiser, provided that such objection
                      is delivered to the Company within 15 days following the
                      receipt by the objecting Member of written notice of the
                      determination of fair market value, then an independent
                      appraiser shall be selected by the Company and requested
                      to determine the fair market value of the asset, and the
                      determination of such independent appraiser shall be final
                      and binding on the Members; however: (i) if the objecting
                      Member asserts that the fair market value of the asset is
                      greater than the initial determination of the fair market
                      value of the asset, but the fair market value of the asset
                      is determined by the independent appraiser to be no
                      greater than 105% of the fair market value of the asset as
                      initially determined by the Board of Directors, then the
                      Member who objected to the initial determination by the
                      Board of Directors of the fair market value of the asset
                      shall pay the fees and expenses of the independent
                      appraiser; and (ii) if the objecting Member asserts that
                      the fair market value of the asset is lesser than the
                      initial determination of the fair market value of the
                      asset, but the fair market value of the asset is
                      determined by the independent appraiser to be at least 95%
                      of the fair market value of the asset as initially
                      determined by the Board of Directors, then the Member who
                      objected to the initial determination by the Board of
                      Directors of the fair market value of the asset shall pay
                      the fees and expenses of the independent appraiser.

                (ii)  Net Profit or Net Loss for each unsold asset shall be
                      determined as if the asset had been sold at its fair
                      market value, and the Net Profit or Net Loss shall be
                      allocated as provided in Article V and shall be properly
                      credited or charged to the Capital Accounts of the Members
                      prior to the distribution of the assets in liquidation
                      pursuant to Section 8.03.

         (c)    All Net Profit and Net Loss shall be allocated, and all
                distributions shall be made, to the persons shown on the records
                of the Company to have been Interest Holders as of the last day
                of the taxable year for which the allocation or distribution is
                to be made. Notwithstanding the foregoing, the taxable year of
                the Company shall close with respect to a Member or Interest
                Holder whose entire Interest in the Company terminates, whether
                by Transfer, Voluntary or Involuntary Withdrawal or otherwise,
                and all Net Profits, Net Losses and other items of income, gain,
                loss, deduction and credit shall be allocated on such basis.

<PAGE>
                                                                            16

         (d)    The Members are hereby authorized, upon the advice of the
                Company's tax counsel, to amend this Article VIII to comply with
                the Code and the regulations promulgated under Code Section
                704(b); provided, however, that no amendment shall materially
                affect distributions to an Interest Holder without the Interest
                Holder's prior written consent.

8.05.    Filing of Articles of Dissolution. If the Company is dissolved, the
         Members shall promptly file Articles of Dissolution with the office of
         the Secretary of State of the State of Delaware. If there are no
         remaining Members, the Articles shall be filed by the last person to be
         a Member.

8.06.    Successor Company. The Members acknowledge that it may be desirable to
         form another company that will succeed to the business and operations
         of the Company (including without limitation in connection with any
         proposed public offering), and the Members shall cooperate in effecting
         the organization of such successor company and the transfer of the
         business and operations of the Company to such successor company in a
         manner that is the most tax efficient for the Company and the Members
         and which provides for substantially the same rights and obligations of
         the Members as under this Agreement except to the extent agreed by the
         Members.


                                   Article IX
                     Books, Records, Accounting and Reports

9.01.    Books and Records.  The Company's books and records, together with all
         of the documents and papers pertaining to the business of the Company,
         shall be kept at the principal office of the Company.

9.02.    Financial Statements. As soon as practicable after the close of the
         Company's Fiscal Year, the Company shall cause to be prepared at the
         expense of the Company financial statements of the Company relating to
         the prior Fiscal Year and shall transmit a copy of such financial
         statements to each Interest Holder. The tax year of the Company shall
         coincide with the Fiscal Year of the Company.

9.03.    Tax Returns. The Company shall cause income tax returns for the Company
         to be prepared and timely filed with the appropriate authorities. Each
         Interest Holder of the Company shall cooperate with and assist in the
         preparation of such tax returns.

9.04.    Bank Accounts. All funds of the Company shall be deposited in the name
         of the Company in such bank account or accounts as shall be deemed
         appropriate by the Company. All withdrawals therefrom shall be made
         upon checks signed on behalf of the Company by any person or persons
         approved by the Company to sign such checks.


                                    Article X
                                   Tax Matters

10.01.   Tax Matters Member. CIMG is hereby designated as the "Tax Matters
         Partner" of the Company for purposes of Section 6231(a)(7) of the Code.
         The Tax Matters Partner shall, within ten (10) days of the receipt of
         any notice from the Internal Revenue Service in any

<PAGE>
                                                                             17

         administrative proceeding at the Company level relating to the
         determination of any Company item of income, gain, loss, deduction or
         credit, mail or otherwise deliver a copy of such notice to each Member.

10.02.   Taxation as Partnership. The Company and its Members shall not take any
         action that would prevent the Company from being treated as a
         partnership for U.S. federal income tax purposes.


                                   Article XI
                               General Provisions

11.01.   Assurances. Each Interest Holder shall execute all such certificates
         and other documents and shall do all such filing, recording, publishing
         and other acts as the Board of Directors or the Manager deems
         appropriate to comply with the requirements of law for the formation
         and operation of the Company and to comply with any laws, rules and
         regulations relating to the acquisition, operation or holding of the
         property of the Company.

11.02.   Notifications. Any notice, demand, consent, election, offer, approval,
         request or other communication (collectively, a "notice") required or
         permitted under this Agreement must be in writing and either delivered
         personally, sent by certified or registered mail, postage prepaid,
         return receipt requested or sent by nationally recognized overnight
         courier. A notice must be addressed to an Interest Holder at the
         Interest Holder's last known address on the records of the Company. A
         notice to the Company must be addressed to the Company's principal
         office. A notice delivered personally will be deemed given when
         delivered. A notice that is sent by mail will be deemed given three (3)
         business days after it is mailed. A notice delivered by nationally
         recognized overnight courier will be deemed given one (1) day after it
         is sent. Any party may designate, by notice to all of the others,
         substitute addresses or addressees for notices; and, thereafter,
         notices are to be directed to those substitute addresses or addressees.

11.03.   Specific Performance. The parties recognize that irreparable injury
         will result from a breach of any provision of this Agreement and that
         money damages will be inadequate to fully remedy the injury.
         Accordingly, in the event of a breach or threatened breach of one or
         more of the provisions of this Agreement, any party who may be injured
         (in addition to any other remedies which may be available to that
         party) shall be entitled to one or more preliminary or permanent orders
         (i) restraining and enjoining any act which would constitute a breach
         or (ii) compelling the performance of any obligation which, if not
         performed, would constitute a breach.

11.04.   Complete Agreement. This Agreement, together with the Subscription
         Agreement dated as of March 3, 2000 among the Company, CIMG and
         Predict-It (the "Subscription Agreement") and the License Agreement,
         constitutes the complete and exclusive statement of the agreement among
         the Interest Holders. It supersedes all prior written and oral
         statements, including any prior representation, statement, condition or
         warranty. In the event of any conflict between the terms and provisions
         of this Agreement and the Subscription Agreement, the terms and
         provisions of the Subscription Agreement shall govern. Except as
         expressly provided otherwise herein, this Agreement may not be amended
         without the written consent of the Members.

<PAGE>

                                                                           18

11.05.   Section Titles. The headings herein are inserted as a matter of
         convenience only, and do not define, limit or describe the scope of
         this Agreement or the intent of the provisions hereof.

11.06.   Binding Provisions. This Agreement is binding upon, and inures to the
         benefit of, the parties hereto and their respective heirs, executors,
         administrators, personal and legal representatives, successors and
         permitted assigns.

11.07.   Governing Law. This Agreement shall be governed by the laws of the
         State of Delaware without giving effect to the conflicts of law
         principles thereof. The parties hereby irrevocably consent to, and
         waive any objection to the exercise of, personal jurisdiction by the
         state and federal courts located in the State of Delaware with respect
         to any action or proceeding arising out of this Agreement.

11.08.   Attorneys' Fees. In the event that any party finds it necessary to
         bring an action at law or other proceedings against the other party to
         enforce any of the terms hereof, the party prevailing in any such
         action or other proceeding shall be paid by the other party its
         reasonable attorneys' fees as well as court costs.

11.09.   Terms. Common nouns and pronouns shall be deemed to refer to the
         masculine, feminine, neuter, singular and plural, as the identity of
         the person may in the context require.

11.10.   Separability of Provisions. Each provision of this Agreement shall be
         considered separable; and if, for any reason, any provision or
         provisions herein are determined to be invalid and contrary to any
         existing or future law, such invalidity shall not impair the operation
         of or affect those portions of this Agreement which are valid.

11.11.   Counterparts. This Agreement may be executed simultaneously in two or
         more counterparts each of which shall be deemed an original, and all of
         which, when taken together, constitute one and the same document. The
         signature of any party to any counterpart shall be deemed a signature
         to, and may be appended to, any other counterpart.

           [The remainder of this page is intentionally left blank.]

<PAGE>


                                                                          19

In witness whereof, the parties have executed this Agreement as of the date
first written above.

                                     Members

China Interactive Media Group LLC                            Predict It Inc.

By:_____________________________      By:____________________________________
   Keith Abell                           Andrew P. Merkatz
   Member                                President




<PAGE>



                                                                 Schedule A

Initial  Capital Contributions and Participation Percentages of the Members


                              Initial Capital   Participation        Aggregate
Member                        Contribution      Percentage            Votes
-------------------------------------------------------------------------------

China Interactive Media Group     $-0-              70%                 70
Predict It Inc.                   $-0-              30%                 30