<PAGE>

         "RTC" means the material omitted has been filed separately with the
Secretary of the Securities and Exchange Commission with an application
requesting confidential treatment.


                         LICENSE AND PROMOTION AGREEMENT

This License and Promotion Agreement (this "Agreement") is entered into as of
November 10th 1999 (the "Effective Date") by and between SportsLine USA, Inc.
("SPLN"), a Delaware corporation with its principal place of business at 6340 NW
5th Way, Fort Lauderdale, Florida 33309 and PredictIt, Inc. ("Company"), a
Delaware corporation with its principal place of business at 694 8th Ave., 5th
Floor, New York, NY 10036 and recites and provides as follows:

                                    RECITALS

1.       SPLN and/or its affiliates operate certain sports-oriented online
         services distributed via various platforms including but not limited to
         on the World Wide Web (the "Web") portion of the Internet including the
         CBS SportsLine service (the "SportsLine Service"), the Vegas Insider
         service (the "Vegas Insider Service"), and tips.sports.com (the "Tips
         Service").

2.       Company operates an end user generated online sports prediction-service
         (the "Company Service") distributed via various platforms including but
         not limited to on the Web at URL http://www.predictit.com.

3.       For purposes of this Agreement, "Internet" shall mean a global network
         of interconnected computer networks, each using the Transmission
         Control Protocol/Internet Protocol (and/or such other standard network
         interconnection protocols as may be adopted from time to time), which
         is used to transmit content that is directly or indirectly delivered to
         a computer or other digital electronic device for display to an
         end-user, whether delivered through online browsers, commercial online
         services, offline browsers (a browser that allows users to access a
         site without requiring an online connection) or through push
         technology, electronic mail, broadband distribution (high bandwidth
         above 56kb), satellite, wireless or otherwise.

4.       Company agrees to design, produce, host, operate, maintain and support
         three different co-branded private label versions of the Company
         Service on behalf of SPLN and its affiliates in accordance with the
         terms and conditions of this Agreement (each, a "Co-Branded Service";
         and collectively the "Co-Branded Services").

                                    AGREEMENT

NOW THEREFORE, for and in consideration of the mutual terms and conditions set
forth herein, and other good and valuable consideration, the adequacy of which
are hereby acknowledged, the parties agree as follows:

1.       Recitals.  The Recitals are incorporated herein by reference.

2.       Term. This Agreement shall commence on the Effective Date and shall
         continue for a period of three (3) years from the date of launch of the
         first Co-Branded Company Service, unless earlier terminated as provided
         herein (the "Term"). For purposes of the foregoing, the date of launch
         shall be the date on which the first Co-Branded Service is generally
         available to end users (the "Launch Date"). SPLN and Company shall use
         commercially reasonable efforts to ensure that all Co-Branded Services
         are generally available to end users no later than ninety (90) days
         after the Effective Date.

3.       Co-Branded Service.

         a)       Design ,Creation and Maintenance of Co-Branded Services.
                  Company shall design, develop and maintain the following three
                  (3) versions of the Co-Branded Service:

                  i)       A version co-branded for the SportsLine Service (the
                           "SportsLine Co-Branded Service") which shall be
                           accessible at the second level domain sportsline.com
                           (or other second level domain designated in the sole
                           and exclusive discretion of SPLN) under a "predictit"
                           tertiary domain (i.e., predictit.sportsline.com) or
                           other third level domain


                          CONFIDENTIAL AND PROPRIETARY

                                       -1-

<PAGE>

                           mutually agreed upon between the parties. The
                           SportsLine Co-Branded Service shall each have the
                           "look and feel" of the SportsLine Service as
                           designated by SPLN in its sole discretion, with
                           mutually agreed upon Company and SPLN co-branding.
                           All navigation within the pages of the SportsLine
                           Co-Branded Service shall link only to other pages
                           within the SportsLine Co-Branded Service (i.e., all
                           links will stay in-channel on the "sportsline.com"
                           domain) or to the SportsLine Service. SPLN shall have
                           the option of designing and hosting an intermediate
                           "jump page" on its servers which shall provide
                           information about the SportsLine Co-Branded Service
                           and provide links for SportsLine Service end users to
                           register for and log-in to the SportsLine Co-Branded
                           Service. Company will launch the SportsLine
                           Co-Branded Service only upon final written approval
                           from SPLN. Company shall be solely responsible for
                           all programming content of the SportsLine Co-Branded
                           Service subject to the SportsLine Service Content
                           Standards attached hereto as Exhibit A and subject to
                           change with prior written notice to Company. SPLN
                           shall have the right to demand immediate removal of
                           any content on the SportsLine Co-Branded Service that
                           it (or CBS) finds objectionable in its sole
                           discretion. SPLN shall have the right to approve and
                           modify, in the sole and exclusive discretion of SPLN,
                           the SportsLine Co-Branded Service end user terms of
                           service.

                  ii)      A version co-branded for the Vegas Insider Service
                           (the "Vegas Co-Branded Service") which shall be
                           accessible at the second level domain
                           vegasinsider.com (or other second level domain
                           designated in the sole and exclusive discretion of
                           SPLN) under a "predictit" tertiary domain (i.e.,
                           predictit.vegasinsider.com or other third level
                           domain mutually agreed upon between the parties). The
                           Vegas Co-Branded Service shall have the "look and
                           feel" of the Vegas Insider Service as designated in
                           the sole and exclusive discretion of SPLN with
                           mutually agreed upon Company and SPLN co-branding.
                           All navigation within the pages of the Vegas
                           Co-Branded Service shall link only to other pages
                           within the Vegas Co-Branded Service (i.e., all links
                           will stay in-channel on the "vegasinsider.com"
                           domain) or to the Vegas Insider Service. SPLN shall
                           have the option of designing and hosting an
                           intermediate "jump page" on its servers which shall
                           provide information about the Vegas Co-Branded
                           Service and provide links for Vegas Insider Service
                           end users to register for and log-in to the Vegas
                           Co-Branded Service. Company will launch the Vegas
                           Co-Branded Service only upon final written approval
                           from SPLN. Company shall be solely responsible for
                           all programming content of the Vegas Co-Branded
                           Service subject to the Vegas Insider Service Content
                           Standards attached hereto as Exhibit B and subject to
                           change with prior written notice to Company. SPLN
                           shall have the right to demand immediate removal of
                           any content on the Vegas Co-Branded Service that it
                           finds objectionable in its sole discretion. SPLN
                           shall have the right to approve and modify, in the
                           sole and exclusive discretion of SPLN, the Vegas
                           Insider Co-Branded Service end user terms of service.

                  iii)     A version co-branded for the Tips Service (the "Tips
                           Co-Branded Service") which shall be accessible at the
                           second level domain sports.com (or other second level
                           domain designated in the sole and exclusive
                           discretion of SPLN) under a "predictit" tertiary
                           domain (i.e., predictit.sports.com or other third
                           level domain mutually agreed upon between the
                           parties). The Tips Co-Branded Service shall have the
                           "look and feel" of the Tips Service as designated in
                           the sole and exclusive discretion of SPLN with
                           mutually agreed upon Company and SPLN co-branding.
                           All navigation within the pages of the Tips
                           Co-Branded Service shall link only to other pages
                           within the Tips Co-Branded Service (i.e., all links
                           will stay in-channel on the "sports.com" domain) and
                           to the Tips Service. SPLN shall have the option of
                           designing and hosting an intermediate "jump page" on
                           its servers which shall provide information about the
                           Tips Co-Branded Service and provide links for Tips
                           Service end users to register for and log-in to the
                           Tips Co-Branded Service. Company will launch the Tips
                           Co-Branded Service only upon final written approval
                           from SPLN. Company shall be solely responsible for
                           all programming content of the

                          CONFIDENTIAL AND PROPRIETARY

                                       -2-


<PAGE>

                           SportsLine Co-Branded Service subject to the Tips
                           Service Content Standards attached hereto as Exhibit
                           C and subject to change with prior written notice to
                           Company. SPLN shall have the right to demand
                           immediate removal of any content on the Tips
                           Co-Branded Service that it finds objectionable in its
                           sole discretion. SPLN shall have the right to approve
                           and modify, in the sole and exclusive discretion of
                           SPLN, the Tips Co-Branded Service end user terms of
                           service.

                  iv)      "SPLN Materials" shall mean any proprietary images,
                           artwork, text, graphics (including, without
                           limitation the SportsLine Service user interface, the
                           Vegas Insider Service user interface and the Tips
                           Service user interface) or other information or
                           materials owned, controlled by or licensed to SPLN
                           and/or its affiliates and provided to Company
                           hereunder.

         b)       Hosting and Operation. Company shall host the Co-Branded
                  Services on a 24/7 basis on servers owned by Company at the
                  domains set forth in sub-section 3(a) above and in conformance
                  with the Co-Branded Services Operating Standards set forth in
                  Exhibit F attached hereto.

         c)       Co-Branded Service Features.

                  i)       At a minimum, the SportsLine Co-Branded Service shall
                           provide a platform for SportsLine Co-Branded Service
                           end users to (a) make predictions on upcoming
                           sporting events, and (b) to view both past and future
                           predictions of other SportsLine Co-Branded Service
                           end users and end users of other similar Company
                           Services other than the Co-Branded Company Services
                           (it being understood that such other end users shall
                           not be identified according to the Company Service
                           through which they are participating). In addition,
                           the prediction performance of each participating end
                           user will be tracked and rated according to Company's
                           rating system, the results of which shall be made
                           generally available to all SportsLine Co-Branded
                           Service end users in a format acceptable to SPLN.
                           Each SportsLine Co-Branded Service end user will be
                           rewarded by Company every time such end user's future
                           predictions are viewed by other end users in the
                           Company System in accordance with Section 3(c)(iv)
                           below. For purposes of this Agreement, "Company
                           System" shall mean the aggregate of Co-Branded
                           Services and other non-SPLN branded Company Services.
                           The SportsLine Co-Branded Service shall be limited to
                           "straight-up" (win/lose) prediction types (i.e., no
                           odds or against the spread predictions) and no
                           wagering line of any kind may be used in conjunction
                           with the SportsLine Co-Branded Service. The
                           SportsLine Co-Branded Service shall consist of all
                           elements and functionality of the Company Service as
                           of the Effective Date, except as directed by SPLN. In
                           addition, at no additional cost to SPLN, Company
                           shall integrate into the SportsLine Co-Branded
                           Service all new features developed by Company.
                           Revenue from any such additional service features
                           integrated into the SportsLine Co-Branded Service
                           shall be shared by the parties in a mutually agreed
                           upon manner, subject to SPLN prior written approval.

                  ii)      At a minimum, the Vegas Co-Branded Service shall:
                           provide a platform for Vegas Insider Co-Branded
                           Service end users to, (a) make predictions on
                           upcoming sporting events, and (b) to view both past
                           and future predictions of other similar Vegas
                           Co-Branded Service end users and end users of other
                           Company Services other than the Co-Branded Company
                           Services (it being understood that such other end
                           users shall not be identified according to the
                           Company Service through which they are
                           participating). In addition, the prediction
                           performance of each participating end user will be
                           tracked and rated according to Company's rating
                           system, the results of which will be made generally
                           available to all Vegas Co-Branded Service end users
                           in a format acceptable to Vegas Insider. Each Vegas
                           Co-Branded Service end user will be rewarded by
                           Company every time an end user's future predictions
                           are viewed by other end users in the Company System
                           in


                          CONFIDENTIAL AND PROPRIETARY

                                       -3-

<PAGE>

                           accordance with Section 3(c)(iv) below. The Vegas
                           Insider Co-Branded Service shall consist of all
                           elements and functionality of the Company Service as
                           of the Effective Date, except as directed by SPLN. In
                           addition, at no additional cost to SPLN, Company
                           shall integrate into the Vegas Co-Branded Service all
                           new features developed by Company, subject to SPLN
                           prior written approval. Revenue from any such
                           additional service features integrated into the Vegas
                           Co-Branded Service shall be shared by the parties in
                           a mutually agreed upon manner.

                  iii)     At a minimum, the Tips Co-Branded Service shall
                           provide a platform for Tips Co-Branded Service end
                           users to, (a) make predictions on upcoming sporting
                           events, and (b) to view both past and future
                           predictions of other similar Tips Co-Branded Service
                           end users and end users of other Company Services
                           other than the Co-Branded Company Services (it being
                           understood that such other end users shall not be
                           identified according to Company Service through which
                           they are participating). In addition, the prediction
                           performance of each participating end user will be
                           tracked and rated according to Company's rating
                           system, the results of which will be made generally
                           available to all Tips Co-Branded Service end users in
                           a format acceptable to SPLN. Each Tips Co-Branded
                           Service end user will be rewarded by Company every
                           time an end user's future predictions are viewed by
                           other end users in the Company System in accordance
                           with Section 3(c)(iv) below. The Tips Co-Branded
                           Service shall consist of all elements and
                           functionality of the Company Service as of the
                           Effective Date, except as directed by SPLN. In
                           addition, at no additional cost to SPLN, Company
                           shall integrate into the Tips Co-Branded Service all
                           new features developed by Company, subject to SPLN
                           prior written approval. Revenue from any such
                           additional service features integrated into the Tips
                           Co-Branded Service shall be shared by the parties in
                           a mutually agreed upon manner.

                  iv)      Company shall, at Company's sole expense, compensate
                           end users of the Co-Branded Services in accordance
                           with the following: (a) end users of the Co-Branded
                           Services that post predictions on future sporting
                           events shall earn a credit in the amount of one cent
                           (US $0.01) for each other end user of the Company
                           System (regardless of the service through which the
                           end user is participating) that draws a page view
                           containing such predictions. For purposes of
                           calculating such credits, the maximum credit to which
                           an end user posting predictions is entitled shall be
                           (US one cent $0.01) per prediction access. For
                           purposes of the foregoing, a "prediction access"
                           shall mean a single page view per calendar day of a
                           posting end users' predictions within a single sports
                           category (e.g. NFL) by a unique end user other than
                           the end user whose predictions are viewed (it being
                           understood that within a single calendar day, any one
                           page view shall count towards a credit regardless of
                           the number of page views and the number of
                           predictions posted within a single category). Once an
                           end user accumulates credits equivalent to ten
                           dollars (US $10.00) or greater. Company shall tender
                           payment, denominated in US funds, equivalent to the
                           dollar and cent value of the user's accrued credits
                           for the most recent period reported. Accrued credits
                           are calculated by taking the end user's lifetime
                           accrued credits less the value of any payments
                           previously issued to such end user by Company. Users
                           who have earned money will receive payment by check
                           sent through US Mail during the month following the
                           end of the quarter in which the money was accrued.
                           The Co-Branded Services shall provide end users of
                           the Co-Branded Services with an online accounting
                           function for end users of the Co-Branded Services to
                           view real-time page views of such end users'
                           predictions and compensation balance and the date on
                           which the compensation payment will sent to such end
                           user. Company will provide SPLN with quarterly
                           reporting of all payments made to end users of the
                           Co-Branded Services.

                          CONFIDENTIAL AND PROPRIETARY

                                       -4-

<PAGE>

         d)       Co-Branded Service Customer Support. At no additional cost to
                  SPLN or its affiliates and at no cost to end users, Company
                  shall provide end users of each Co-Branded Service with the
                  following customer support services:

                  i)       up-to-date online support information, including
                           FAQ's; telephone support during Company's regular
                           business hours as follows: Monday through Friday 9:00
                           a.m. to 6:00 p.m. Eastern Time. Company will provide
                           a dedicated phone mail extension for off-hours with a
                           call back to users provided on next business day.

                  ii)      Email support with email response time by Company to
                           end users of each Co-Branded Service not to exceed
                           twenty-four (24) hours from receipt of end user
                           emails, or next business day during times outside of
                           the Company's regular business hours.

                  iii)     At no additional cost to SPLN or its affiliates,
                           Company agrees to increase levels of customer service
                           (including, without limitation, hours of coverage,
                           quantity and quality of telephone service
                           representatives and email response) as necessary and
                           required to maintain the highest quality end user
                           experience.

         e)       Co-Branded Services Back End Technical Support. At no
                  additional cost to SPLN or its affiliates, Company shall
                  provide SPLN live emergency technical support via telephone on
                  a 24x7 basis. Company shall provide SPLN with any names, phone
                  numbers, email addresses and pager numbers required in
                  connection with the foregoing.

         f)       Continuation of Service. In the event that SPLN no longer
                  wishes to offer the Co-Branded Service to its end users, it
                  shall have the right to allow this Agreement to expire
                  pursuant to the terms hereof. In such case, Company shall stop
                  offering the Co-Branded Services to end users of the
                  Co-Branded Service upon such expiration, but will continue to
                  support services for all end users who registered for such
                  services during the Term prior to the expiration date.
                  Following the expiration or earlier termination of this
                  Agreement, SPLN shall have the right, but not the obligation:

                  i)       to maintain a log-in portal or link on the SportsLine
                           Service, the Vegas Service and the Tips Service or
                           other service as designated in the sole and exclusive
                           discretion of SPLN or its affiliates to enable
                           existing end users to access the Company Service at a
                           mutually agreed upon version of the Company Service;
                           and

                  ii)      if SPLN elects to provide such services, Company
                           shall be responsible for the orderly transfer of all
                           relevant data for end users at SPLN designated
                           domains to SPLN such that SPLN and/or its affiliates
                           can continue the provision of services for such end
                           users.

         g)       Services Exclusivity. Company will not provide any sports
                  content or sports-related services, or advertise with or on
                  behalf of any of the following parties within the domestic
                  (U.S.) market ("Services Competitors") during the Term.
                  Services Competitors include any Internet or Web
                  sports-related service (currently including, ESPN/ABC
                  Sports/Disney Sports, Fox/Sky/Times CNN/SI, Sports
                  Illustrated, CNN/HN Sports, sports content from The Sporting
                  News/., NBC Sports, MSNBC, MSG, Total Sports, Athlete
                  Direct/Pro Sports Xchange, Quokka, STATS, Inc., or any
                  affiliates of the foregoing). Services Competitors may be
                  modified from time to time based upon mutual agreement.

         h)       Advertising Exclusivity. Company will not sell or accept
                  advertising for any sports content or sports-related services
                  of any advertising competitors within the Remnant Inventory on
                  the SportsLine Co-Branded Service, as defined in Section 5
                  ("each an "Advertising Competitor", collectively "Advertising
                  Competitors") during the Term. Advertising Competitors
                  include, but is not limited, to: (i) any Internet or Web
                  sports related service (including but not limited to

                          CONFIDENTIAL AND PROPRIETARY

                                       -5-

<PAGE>

                  ESPN/ABC Sports/Disney Sports, Fox/Sky/Times, CNN/SI, Sports
                  Illustrated, CNN/HN Sports, sports content from The Sporting
                  News/Times Mirror Corp., NBC Sports, MSNBC, MSG, Total Sports,
                  Athlete Direct/Pro Sports Xchange, Quokka, STATS, Inc.,
                  Pangolin, The Mirror Group); (ii) the sports related division
                  of any commercial on-line service (including but not limited
                  to Microsoft Network, America Online, CompuServe, etc.); (iii)
                  the sports related division of any electronic or similar
                  sports service (regardless of whether such service is
                  accessible through the Internet or otherwise); (iv) any
                  Internet or Web based sports fantasy game service (e.g.,
                  Sandbox Entertainment); and (v) any retailer of sports-related
                  merchandise including but not limited to ProTeam.com,
                  FootLocker/Venator Group, Nike, The Sports Authority,
                  Fogdog/Sports Site and Copeland's Sports, Gear.com,
                  Shopsports.com, Global Sports Interactive etc. (or any of
                  their respective affiliates).

         i)       Communications. Company shall be exclusively responsible for
                  all communications with end users of the Co-Branded Services.
                  In the event an end user of the Co-Branded Services contacts
                  Company or Company receives a communication regarding SPLN, or
                  otherwise related to the subject matter of this Agreement
                  (including but not limited to or from end users of the
                  Co-Branded Services, or parties or organizations considered in
                  the trade as VIP (e.g., attorneys, the Better Business Bureau,
                  the United States Postal Service, governmental agencies and
                  consumer columnists or advocates)), Company shall immediately
                  forward such communications to SPLN and SPLN may handle such
                  communication in the sole and exclusive discretion of SPLN.

4.       SPLN Obligations.

         a)       Service Promotion and Integration. Subject to the terms and
                  conditions herein, SPLN shall promote, or, as applicable,
                  cause its affiliates to promote, the Co-Branded Services as
                  set forth in Exhibit D attached hereto. Notwithstanding the
                  foregoing, SPLN reserves the sole and exclusive right to
                  provide substitute promotional placements and/or integration
                  of the Co-Branded Services of comparable value as determined
                  in cooperation with Company but in all events in the sole and
                  exclusive discretion of SPLN or its affiliates.

         b)       Registration Page. SPLN shall set up a fully automated
                  co-branded registration area on each of the SportsLine
                  Service, the Vegas Insider Service and the Tips Service
                  (collectively the "Co-Branded Services Registration Area")
                  which will allow end users of each respective service to
                  register for the SportsLine Co-Branded Service, the Vegas
                  Co-Branded Service and the Tips Co-Branded Service, as
                  applicable. SPLN or its affiliates shall transmit all such
                  data collected via the Co-Branded Service Registration Area to
                  Company as necessary for Company to provide such end users
                  immediate access to the version of the Co-Branded Service for
                  which such end user registered.

         c)       Dedicated Personnel: SPLN will make available to Company the
                  necessary personnel to oversee the relationship between the
                  parties as contemplated hereunder.

5.       Advertising/Sponsorships: Responsibility for Sales. SPLN and its
         affiliates shall have the sole and exclusive right to sell all
         advertising inventory (as of the Effective Date banner ad space is
         anticipated to be sized at approximately 468x60 pixels and shall be
         positioned as a header at the top of each page of the Co-Branded
         Services) in each Co-Branded Service, inclusive of all sponsorship(s)
         (defined as a non-rotating advertising placement within the Co-Branded
         Services). All advertising inventory shall be sold through the
         SportsLine Network and the participants of which shall be determined in
         SPLN's sole discretion. As used herein "SportsLine Network" means a
         network of Web sites for which SPLN or its affiliates is providing
         advertising sales services. SPLN will assign an advertising associate
         to Company's account to coordinate advertising sales for the Co-Branded
         Services. SPLN will use, and will cause its affiliates, as applicable,
         to use commercially reasonable efforts to sell the advertising and
         sponsorship inventory within the applicable Co-Branded Service at the
         prevailing market rates, and shall manage all advertising, and
         sponsorship


                          CONFIDENTIAL AND PROPRIETARY

                                       -6-

<PAGE>

         inventory within the Co-Branded Services through proprietary SPLN or
         third party advertising management software and tools as determined by
         SPLN and its affiliates in their sole discretion.

         a)       "Net Advertising Revenue" shall mean the amounts actually
                  collected by the selling party for the sale of banner
                  advertising and sponsorships, other approved advertising or
                  sponsorships hereunder minus [RTC].

         b)       Unsold Inventory. Use of unsold advertising and sponsorship
                  inventory ("Remnant Inventory") in each Co-Branded Service
                  shall be subject to the following conditions:

                  i)       SportsLine Co-Branded Service. Company and SPLN shall
                           share Remnant Inventory on a [RTC] basis. SPLN shall
                           have the right to sell run-of-site advertising and to
                           serve advertising promoting SPLN and its affiliates
                           within its share of Remnant Inventory. Company shall
                           have the right to sell its share of Remnant Inventory
                           in collaboration with similar selling by SPLN with
                           respect to SPLN-controlled (or SPLN affiliate
                           controlled) properties. Company will use commercially
                           reasonable efforts to sell the Remnant Inventory
                           within the SportsLine Co-Branded Service at the
                           prevailing market rates. Company's allocation of
                           available Remnant Inventory for sale shall be based
                           on the rolling historical average of Remnant
                           Inventory in the preceding calendar quarter subject
                           to any diminishment of available Remnant Inventory
                           resulting from sales during the current calendar
                           quarter. No Remnant Inventory may be sold, bartered
                           to or otherwise used for the benefit of any
                           Advertising Competitor, and shall be subject to SPLN
                           or, as applicable, SPLN affiliate advertising
                           guidelines. In addition, SPLN shall have the right to
                           remove any advertisement that SPLN or its applicable
                           affiliate and/or CBS reasonably finds objectionable.
                           Notwithstanding the foregoing, no advertising or
                           other promotion within the SportsLine Co-Branded
                           Service may promote gambling, pornography, alcohol,
                           any Advertising Competitors or any CBS competitors or
                           other objectionable advertising without SPLN's prior
                           written approval.

                  ii)      Vegas Co-Branded Service. SPLN shall have the right
                           to serve advertising promoting SPLN and its
                           affiliates within [RTC] of Remnant Inventory on the
                           Vegas Co-Branded Service. Service. Company will have
                           the right to direct SPLN to serve advertisements that
                           promote the Vegas Co-Branded Service and other
                           mutually agreed upon co-branded products or services
                           on [RTC] of Remnant Inventory within the Vegas
                           Co-Branded Service.

                  iii)     Tips Co-Branded Service. SPLN shall have the right to
                           run internal advertisements on [RTC] of Remnant
                           Inventory on the Tips Co-Branded Service. Company
                           will have the right to direct SPLN to serve
                           advertisements that promote the Tips Co-Branded
                           Service and other mutually agreed upon co-branded
                           products or services on [RTC] of Remnant Inventory
                           within the Tips Co-Branded Service.

         c)       Reporting. SPLN will provide Company with reports containing
                  advertising sales and click through performance in accordance
                  with Exhibit E attached hereto. Company will provide SPLN with
                  reports which contain information containing advertising sales
                  and traffic performance in accordance with Exhibit E. Delivery
                  of such reports will be in a mutually agreed upon electronic
                  format and schedule.

6.       Financial Terms.

         a)       Promotional Fee. In consideration for the integration of the
                  Company Co-Branded Services and related promotion as set forth
                  herein, Company shall pay SPLN a guaranteed, non-refundable
                  fee of one million dollars ($1,000,000) payable in accordance
                  with the following:


                          CONFIDENTIAL AND PROPRIETARY

                                       -7-

<PAGE>

                  i)       Annual Fee. Two hundred fifty thousand dollars
                           ($250,000) upon execution of this agreement, and two
                           (2) payments of two hundred fifty thousand dollars
                           ($250,000) each due and payable on the first and
                           second anniversaries of the Effective Date,
                           respectively.

                  ii)      Marketing Fees. SPLN shall invoice Company over the
                           Term for all expenses and costs related to the Co-Op
                           Marketing Platform as described in Paragraph 4 of
                           Exhibit D, subject to a maximum of two hundred fifty
                           thousand dollars ($250,000).

         b)       Advertising and Sponsorship Revenue. Commencing on the Launch
                  Date, and on each anniversary of the Launch Date, Company
                  shall receive one hundred percent (100%) of Net Advertising
                  Revenue generated in association with the Co-Branded Services
                  up to an aggregate maximum of two hundred and fifty thousand
                  dollars ($250,000) (the "Annual Recoupment") during the twelve
                  (12) month period immediately following the Launch Date or an
                  anniversary of the Launch Date, as applicable. Notwithstanding
                  the foregoing, if Net Advertising Revenue satisfies the Annual
                  Recoupment during any year of the Term the parties shall share
                  Net Advertising Revenue on a 50/50 basis until the next
                  anniversary of the Launch Date at which time Company shall be
                  entitled to receive one hundred percent (100%) of Net
                  Advertising Revenue in accordance with this sub-section 6(b).

         c)       Production Costs. Company shall be solely responsible for all
                  costs associated with designing, producing, hosting,
                  operating, maintaining and supporting each Co-Branded Service,
                  including but not limited to, the provision of hosting
                  services, procuring system operating software and hardware,
                  all network and connectivity costs, and providing customer and
                  technical support as provided herein.

         d)       Other Revenue. Any other services and/or features offered as
                  part of the Co-Branded Services shall be on a mutually agreed
                  upon basis, including but not limited to the financial terms
                  thereof, and shall be subject to the written approval by SPLN.

         e)       Payments. SPLN shall remit payment of amounts due to Company
                  hereunder within [RTC] days of the end of each calendar
                  quarter.

7.       User Data.

         a)       User Data. For the purposes of this Agreement, "User Data"
                  means all demographic information (including but not limited
                  to name, email address, mailing address, telephone number, and
                  any other identifying information collected) submitted by
                  users via the Co-Branded Service and/or the Co-Branded Service
                  Registration Area to either party during the Term. The parties
                  acknowledge that any individual end user of the Internet could
                  be a user of the Company Service and/or the SportsLine Service
                  and/or the Vegas Insider Service and/or the Tips Service
                  through activities unrelated to this Agreement and/or the
                  Co-Branded Service, and that user data gathered independent of
                  this Agreement and/or the Co-Branded Service will not be
                  deemed to be User Data for the purposes of this Agreement.
                  User Data will be deemed to be the joint property of the
                  parties during the Term, subject to SPLN's prior written
                  approval of any and all Company database-related activity (to
                  include but not be limited to the use of user data for direct
                  communication with end users via email or other intrusive
                  means of communications) and in accordance with the following
                  restrictions:

                  i)       User Data shall be used solely for Company's own
                           purposes subject to applicable law, user privacy
                           requests and mutually agreed upon privacy guidelines
                           which must permit each party to comply with the
                           commercially reasonable certification guidelines
                           established by SPLN's and Company's respective
                           privacy certification authorities.

                  ii)      Company will not sell, disclose, transfer or rent any
                           User Data to any third party.


                          CONFIDENTIAL AND PROPRIETARY

                                       -8-


<PAGE>

                  iii)     Company shall not use User Data to send unsolicited,
                           commercial e-mail (i.e., "spam") , absent a Prior
                           Business Relationship. For purposes of this
                           Agreement, a "Prior Business Relationship" means that
                           a user to whom commercial e-mail is being sent has
                           voluntarily either (i) engaged in a transaction with
                           Company, or (ii) provided information to Company
                           through a contest, registration, or other
                           communication, which included clear notice to the
                           user that the information provided could result in
                           commercial e-mail being sent to that user by Company.

                  iv)      Upon the expiration or earlier termination of this
                           Agreement, all Company rights to the User Data
                           granted to Company hereunder shall terminate and
                           automatically revert to SPLN and Company shall
                           immediately discontinue the use of the User Data and
                           thereafter shall no longer use or have the right to
                           use the User Data.

                  v)       This Section 7 shall survive the expiration or
                           earlier termination of this Agreement.

8.       SPLN Services.

         a)       SportsLine Service. Other than as expressly provided herein
                  with respect to promotion and integration of the SportsLine
                  Co-Branded Service, SPLN shall have sole and absolute
                  discretion to determine all aspects of the operation of the
                  SportsLine Service and all matters relating to the content,
                  structure and sequence of material appearing on the SportsLine
                  Service. In addition, SPLN shall have sole and absolute
                  discretion to determine the amount and basis of any fee
                  charged to subscribers for use of the SportsLine Service, and
                  SPLN exclusively will bill for and collect all fees charged to
                  subscribers to use the SportsLine Service. Nothing in this
                  Agreement shall limit SPLN's rights regarding charges for any
                  aspect of the SportsLine Service (including any product or
                  service offered by SPLN, whether alone or in conjunction with
                  others, through means of the SportsLine Service).

         b)       Vegas Insider Service. Other than as expressly provided herein
                  with respect to promotion and integration of the Vegas
                  Co-Branded Service, SPLN shall have sole and absolute
                  discretion to determine all aspects of the operation of the
                  Vegas Insider Service and all matters relating to the content,
                  structure and sequence of material appearing on the Vegas
                  Insider Service. In addition, SPLN shall have sole and
                  absolute discretion to determine the amount and basis of any
                  fee charged to subscribers for use of the Vegas Insider
                  Service, and SPLN exclusively will bill for and collect all
                  fees charged to subscribers to use the Vegas Insider Service.
                  Nothing in this Agreement shall limit SPLN's rights regarding
                  charges for any aspect of the Vegas Insider Service (including
                  any product or service offered by SPLN, whether alone or in
                  conjunction with others, through means of the Vegas Insider
                  Service).

         c)       Tips Service. Other than as expressly provided herein with
                  respect to promotion and integration of the Tips Co-Branded
                  Service, SPLN shall have sole and absolute discretion to
                  determine all aspects of the operation of the Tips Service and
                  all matters relating to the content, structure and sequence of
                  material appearing on the Tips Service. In addition, SPLN
                  shall have sole and absolute discretion to determine the
                  amount and basis of any fee charged to subscribers for use of
                  the Tips Service, and SPLN exclusively will bill for and
                  collect all fees charged to subscribers to use the Tips
                  Service. Nothing in this Agreement shall limit SPLN's rights
                  regarding charges for any aspect of the Tips Service
                  (including any product or service offered by SPLN, whether
                  alone or in conjunction with others, through means of the Tips
                  Service).

9.       Proprietary Rights and License.

         a)       SPLN Content and Marks. SPLN and its affiliates shall retain
                  all right, title, and interest in the SportsLine Service, the
                  Vegas Insider Service and the Tips Service and related
                  intellectual


                          CONFIDENTIAL AND PROPRIETARY

                                       -9-


<PAGE>

                  property, and to their respective logos, trademarks, service
                  marks, copyrights and all other intellectual property ("SPLN
                  Intellectual Property"). Subject to the terms and conditions
                  of this Agreement, SPLN hereby grants to Company a worldwide
                  license to use VI, SPLN Europe and SPLN's logos, trademarks,
                  and service marks in connection with Company's performance of
                  its obligations hereunder during the Term; provided that such
                  use is in accordance with VI, SPLN Europe and SPLN's
                  then-current trademark usage guidelines, as applicable.

         b)       Materials License. SPLN hereby grant, and shall cause its
                  applicable affiliates to grant, to Company, during the Term, a
                  non-transferable, non-exclusive, limited license to use the
                  SportsLine Materials solely as necessary to perform Company's
                  obligations herein.

         c)       Proprietary Rights. Company acknowledges and agrees that SPLN
                  and its affiliates own and shall retain all rights, title and
                  interest in and to the SportsLine Materials, including,
                  without limitation, all copies thereof and all rights to
                  patents, copyrights, trademarks, service marks, trade secrets
                  and other intellectual property rights inherent therein and
                  appurtenant thereto.

         d)       Expiration or Termination. Upon the expiration or earlier
                  termination of this Agreement, all Company rights to the
                  SportsLine Materials granted to Company hereunder shall
                  terminate and automatically revert to SPLN and Company shall
                  immediately discontinue the use of the SportsLine Materials
                  and thereafter shall no longer use or have the right to use
                  the SportsLine Materials.

         e)       Proprietary Notices. SPLN shall have the right to place
                  proprietary notices of SPLN and its suppliers on the
                  Co-Branded Services in accordance with the terms and
                  conditions of this Agreement.

         f)       Company Content and Marks. Except for content provided by SPLN
                  or its affiliates to Company and rights otherwise reserved to
                  SPLN, Company shall retain all right, title, and interest in
                  and to the Company Service and related intellectual property,
                  and Company's logos, trademarks, service marks, copyrights and
                  all other intellectual property ("Company Intellectual
                  Property"). Subject to the terms and conditions of this
                  Agreement, Company hereby grants to SPLN a worldwide license
                  to use Company's logos, trademarks, and service marks in
                  connection with SPLN's performance of its obligations
                  hereunder during the Term; provided that such use is in
                  accordance with Company's then-current trademark usage
                  guidelines. In addition, Company hereby grants to SPLN and its
                  affiliates a world-wide royalty free license to:

                  i)       use, copy, display (privately or publicly), publish
                           and distribute the Co-Branded Services or any portion
                           thereof, together with all Company trademarks,
                           service marks, trade name, and logos related thereto
                           in any electronic medium and in connection with any
                           demonstration, promotion or advertisement of the
                           Co-Branded Services in any medium, whether now known
                           or hereinafter devised; and

                  ii)      store, process, retrieve, and transmit the Co-Branded
                           Services, or any portion thereof, through the
                           SportsLine Service, the Vegas Insider Service, and
                           the Tips Service..

                  iii)     SPLN's and its affiliates' rights hereunder shall
                           include, but not be limited to, SPLN's right to offer
                           end users of the Co-Branded Service the option of
                           printing and downloading the Co-Branded Service or
                           any portion thereof as a function of the SportsLine
                           Service generally. The foregoing licenses shall
                           terminate immediately upon any expiration or earlier
                           termination of this Agreement.

         g)       Approvals. Each party shall notify the other of its intended
                  use of the other party's' trademarks, logos or any other
                  associations that it desires to use in its advertising and
                  promotions and any such use shall be subject to the other
                  party's prior written consent, which consent shall not be


                          CONFIDENTIAL AND PROPRIETARY

                                       -10-

<PAGE>

                  unreasonably withheld. The other party shall have seven (7)
                  days from the date of receipt of such notice to provide the
                  requesting party with a written response. Failure to respond
                  will be construed as consent.

10.      Representation and Warranties.

         a)       Each party represents and warrants that:

                  i)       it has full power and authority to enter into this
                           Agreement and to grant the rights and licenses
                           granted hereunder;

                  ii)      it will comply with all applicable laws, rules and
                           regulations governing the services to be performed
                           hereunder; and

                  iii)     it possesses all copyright, trademark, patent, trade
                           secret and similar property and other rights which
                           are necessary for performance of this Agreement.

         b)       In addition, Company represents and warrants to SPLN that:

                  i)       the Co-Branded Services, and all components thereof,
                           and all Company Intellectual Property shall be
                           Company's original creation or duly licensed to
                           Company and shall not infringe the patent, copyright,
                           trademark, trade secret or other proprietary right of
                           any third party;

                  ii)      the SportsLine Co-Branded Service shall be in
                           compliance with the SPLN Service Content Standards.

                  iii)     the Tips Co-Branded Service shall be in compliance
                           with the Tips Service Content Standards.

                  iv)      the Vegas Co-Branded Service shall be in compliance
                           with the Vegas Insider Service Content Standards.

                  v)       the Co-Branded Services shall be in compliance with
                           the Co-Branded Services Operating Standards attached
                           hereto as Exhibit F.

                  vi)      all hardware/software used to provide the services
                           hereunder will prior to, during or after the calendar
                           year 2000, include or shall include, at no added cost
                           to SPLN, design and performance so that SPLN shall
                           not experience abnormally ending and/or invalid
                           and/or incorrect results from the Co-Branded Service.
                           The hardware/software used to provide the services
                           hereunder shall ensure year 2000 computability and
                           shall include, but not be limited to, date data
                           century recognition, calculations that accommodate
                           same century and multicentury formulas and date
                           values, and date data interface values that reflect
                           the century;

                  vii)     there is no pending or, to the best of Company's
                           knowledge, threatened litigation, including court,
                           administrative or arbitral proceedings, which if
                           decided adversely to Company would interfere in any
                           material manner whatever with Company's or SPLN's
                           rights to use the produce, maintain and distribute
                           the Services as contemplated hereunder.

11.      Confidentiality.

         a)       For purposes of this Agreement, "Confidential Information"
                  shall mean all information disclosed by either party to the
                  other party, including but not limited to the terms and
                  conditions of this Agreement or any other agreement between
                  the parties, trade secrets of the parties, any nonpublic


                          CONFIDENTIAL AND PROPRIETARY

                                       -11-

<PAGE>

                  information relating to a party's product plans, designs,
                  ideas, concepts, costs, prices, finances, marketing plans,
                  business opportunities, personnel, research, development or
                  know-how and any other nonpublic technical or business
                  information of a party, or such other information as may be
                  designated as confidential by the disclosing party. Without
                  limiting the generality of the foregoing, it is expressly
                  agreed between the parties that the following information will
                  be deemed to be Confidential Information, even if not
                  expressly so marked: the capabilities, technical descriptions
                  and source code (if any) relating to either party's released
                  or unreleased software products or services; the marketing and
                  promotion plans of each party's products or services; either
                  party's financial information and business practices or
                  policies; and each party's customer lists and customer
                  information.

         b)       All Confidential Information shall be treated as confidential
                  by the receiving party and may not be copied, reproduced,
                  published, disseminated or otherwise disclosed to any third
                  party (excluding affiliated companies of SPLN) without the
                  disclosing party's written consent or unless required by law.
                  Each party shall use its best efforts to cause any third
                  parties that may come into possession of any confidential
                  information to maintain the confidentiality of such
                  information.

         c)       Confidential Information shall not include information that:
                  (i) is now or subsequently becomes generally available to the
                  public through no fault or breach on the part of the receiving
                  party; (ii) the receiving party can demonstrate to have had
                  lawfully in its possession without an obligation of
                  confidentiality prior to disclosure hereunder; (iii) is
                  independently developed by the receiving party without the use
                  of any Confidential Information of the disclosing party as
                  evidenced by written documentation; or (iv) the receiving
                  party lawfully obtains from a third party who has the right to
                  transfer or disclose it and who provides it without any
                  obligation to maintain the confidentiality of such
                  information.

         d)       If this Agreement or any of its terms or any Confidential
                  Information must be disclosed under any law, rule or
                  regulation, the disclosing party shall (i) first give written
                  notice of the intended disclosure to the other party, within a
                  reasonable time prior to the time when disclosure is to be
                  made, (ii) redact mutually agreed upon portions of this
                  Agreement and any other Confidential Information to the
                  fullest extent permitted under any applicable laws, rules and
                  regulations, and (iii) submit a request, to be mutually agreed
                  upon by the parties, that such portions and other provisions
                  of this Agreement and/or any other Confidential Information
                  receive confidential treatment under the laws, rules and
                  regulations of the body or tribunal to which disclosure is
                  being made or otherwise be held in the strictest confidence to
                  the fullest extent permitted under the laws, rules or
                  regulations of any other applicable governing body.

         e)       Both parties acknowledge that the unauthorized disclosure or
                  use of Confidential Information could cause irreparable harm
                  and significant injury, the precise measure of which may be
                  difficult to ascertain. Accordingly, each party agrees that
                  the aggrieved party shall have the right to seek injunctive
                  relief from any breach of the confidentiality obligations of
                  this Section, in addition to all other rights and remedies to
                  which it may have. Both parties agree that each has and shall
                  retain ownership of all of its own Confidential Information,
                  and that upon the expiration or termination of this Agreement
                  each party shall return and shall not retain the Confidential
                  Information of the other party.

         f)       Upon the expiration of earlier termination of this Agreement,
                  each party shall return to the other all Confidential
                  Information of the other party, and shall certify its
                  compliance with the foregoing under oath if requested by the
                  other party.

         g)       This Section 11 shall survive the expiration or earlier
                  termination of this Agreement.

12.      Insurance. Company shall provide and maintain, at its own expense,
         general commercial liability

                          CONFIDENTIAL AND PROPRIETARY

                                       -12-

<PAGE>

         insurance, including product liability and advertising injury coverage,
         with limits of not less than [RTC] underwritten by companies rated A or
         better by A.M. Best, Aa or better by Moody's or AA or better by
         Standard & Poors, and shall cause such policy or policies to be
         endorsed to state that SPLN is an additional named insured thereunder.
         A certificate of insurance evidencing such coverage shall be furnished
         to SPLN within thirty (30) calendar days of the full execution of this
         Agreement, and within ten (10) calendar days after any renewal or
         replacement thereof. Company shall make all such policies available to
         SPLN for inspection upon SPLN's request. Such insurance policy or
         policies shall provide that the insurer shall not terminate or
         materially modify such policy or remove SPLN as additional named
         insured without prior written notice to SPLN at least thirty (30)
         calendar days in advance thereof. A breach of this Section 12 shall be
         deemed a material breach of this Agreement.

13.      Indemnification.

         a)       Indemnification by Company. Subject to the conditions set
                  forth in sub-section (c) below, Company shall indemnify and
                  hold harmless SportsLine and its affiliated companies and
                  their respective officers, directors and employees from and
                  against, without limitation, any and all claims, costs,
                  liabilities, obligations, judgments, fines, penalties,
                  expenses or damages (including reasonable attorneys' fees and
                  court costs) arising from or related to any cause of action
                  brought against SLPN or any of its affiliated companies or
                  their respective officers, directors and employees by any
                  person or entity that is not a party to this Agreement (other
                  than Company's affiliated companies or their respective
                  officers, directors or employees) arising from or related to
                  (i) the Company Service, (ii) the Co-Branded Services, (iii)
                  any breach by Company of any representation or warranty set
                  forth in this Agreement, and (iv) in connection with any of
                  the foregoing, including, without limitation, claims by end
                  users with respect to payments due to such end users and any
                  claim of any regulatory agencies (e.g. FTC claims).

         b)       Indemnification by SPLN. Subject to the conditions set forth
                  in sub-section (c) below SPLN shall indemnify and hold
                  harmless Company and its affiliated companies and their
                  respective officers, directors and employees from and against,
                  without limitation, any and all claims, costs, liabilities,
                  obligations, judgments, fines, penalties, expenses or damages
                  (including reasonable attorneys' fees and court costs) arising
                  from or related to any cause of action brought against Company
                  or any of its affiliated companies or their respective
                  officers, directors and employees by any person or entity that
                  is not a party to this Agreement (other than SPLN's affiliated
                  companies or their respective officers, directors or
                  employees) arising from or related to any breach by SPLN of
                  any representation or warranty set forth in this Agreement.

         c)       Conditions Precedent to Duty of Indemnification.

                  i)       Notice. A party seeking indemnification under this
                           section shall give prompt written notice to the
                           indemnifying party of the commencement or assertion
                           of any claim or action in respect of which such
                           indemnified party shall seek indemnification
                           hereunder.

                  ii)      Settlement; Compromise; Admission of Liability. With
                           respect to any claim or action with respect to which
                           a party seeks indemnification, such party shall
                           obtain the prior written approval of the other party
                           before entering into or making any settlement,
                           compromise, admission or acknowledgment (whether by
                           agreement, consent judgment or otherwise) of the
                           validity of such claim or action, which approval may
                           be conditioned upon the procuring a release of the
                           other party and its affiliated companies and their
                           respective officers, directors and employees and
                           confidentiality of any such settlement or compromise,
                           and, in all events, which approval shall not be
                           unreasonably withheld.

         d)       Cooperation. The parties hereto shall extend reasonable
                  cooperation in connection with the defense of any third-party
                  action pursuant to this section and, in connection therewith,
                  shall furnish such records, information, and testimony and
                  attend such conferences, discovery proceedings,

                          CONFIDENTIAL AND PROPRIETARY

                                       -13-

<PAGE>

                  hearings, trials, and appeals as may be reasonably requested.

         e)       Survival. This Section 13 shall survive the expiration or
                  earlier termination of this Agreement.

14.      Limitation Of Liability. NOTWITHSTANDING ANYTHING STATED OR IMPLIED TO
         THE CONTRARY HEREIN, EXCEPT WITH A PARTY'S DUTY OF CONFIDENTIALITY
         (PURSUANT TO PARAGRAPH 11 ABOVE) AND INDEMNIFICATION (PURSUANT TO
         PARAGRAPH 13 ABOVE) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
         OTHER FOR EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
         INCLUDING BUT NOT LIMITED TO LOST PROFITS, IN ANY MANNER ARISING OUT OF
         OR RELATED TO THIS AGREEMENT OR THE BREACH OF ANY TERM, COVENANT,
         REPRESENTATION, WARRANTY OR OBLIGATION CONTAINED HEREIN, EVEN IF
         FORESEEABLE AND/OR ADVISED IN ADVANCE OF THE POSSIBLITY OF SUCH
         DAMAGES. This Section 14 shall survive the expiration or earlier
         termination of this Agreement.

15.      Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL SERVICES
         PROVIDED BY EITHER PARTY HEREUNDER, INCLUDING BUT NOT LIMITED TO THE
         USE OF HARDWARE AND/OR ANY SOFTWARE, ARE "AS IS' WITHOUT WARRANTY OF
         ANY KIND, AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR
         IMPLIED, OF ANY KIND WHATSOEVER INCLUDING BUT NOT LIMITED TO IMPLIED
         WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN
         ADDITION, NEITHER PARTY SHALL BE RESPONSIBLE FOR THE LOSS OF DATA OR
         SERVICES RESULTING FROM DELAYS, NONDELIVERIES, MIDSDELIVERIES, OR
         SERVICE INTERRUPTION, NOR FOR THE ACCURACY, QUALITY OR NATURE OF
         INFORMATION OBTAINED THROUGH ITS SERVICES, NOR THE CONSEQUENCES ARISING
         FROM OR RELATED TO ANY VIRUSES TRANSMITTED THROUGH ITS SERVERS. This
         Section 15 shall survive the expiration or earlier termination of this
         Agreement.

16.      Termination.

         a)       Except as otherwise expressly provided herein, in the event of
                  a material breach of this Agreement by either party, the other
                  party may terminate this Agreement on thirty (30) calendar
                  days' written notice to the breaching party unless the breach
                  is corrected within the thirty (30) day period. Termination
                  under this paragraph shall not affect the right of the
                  non-breaching party to recover damages from the breaching
                  party. No expiration or termination of this Agreement shall
                  affect or impair either party's rights or remedies under this
                  Agreement that have accrued or arisen as of or prior to such
                  termination. Following the effective date of termination, no
                  further obligations of either party to the other shall accrue
                  under this Agreement, provided that termination shall not
                  relieve either party of any obligations arising prior to the
                  effective date of termination.

         b)       In addition to termination under Section 16(a), SPLN shall
                  have the right to terminate this Agreement immediately:

                  i)       in the event of a Change of Control of Company to a
                           SPLN competitor (including, without limitation
                           Advertising Competitors and Service Competitors) (for
                           purposes of the foregoing, a "Change of Control"
                           means (A) the consummation of a reorganization,
                           merger or consolidation or sale or other disposition
                           of substantially all of the applicable party's
                           assets; or (B) the acquisition by any individual,
                           entity or group (within the meaning of Section
                           13(d)(3) or 14(d)(2) of the Securities Exchange Act
                           of 1933, as amended) of beneficial ownership (within
                           the meaning of Rule 13d-3 promulgated under such Act)
                           of more than 50% of either (x) the then outstanding
                           shares of common stock of the applicable party; or
                           (y) the combined voting power of the then outstanding
                           voting securities of the applicable party entitled to
                           vote generally in the election of directors.); and


                          CONFIDENTIAL AND PROPRIETARY

                                       -14-

<PAGE>

                  ii)      without liability if Company breaches of the
                           SportsLine Service Content Standards, the Vegas
                           Insider Service Content Standards, or the Tips
                           Service Content Standards or any other restrictions
                           herein relating to gambling, pornography or alcohol.

17.      Remedies. Except as otherwise specifically provided herein, the rights
         and remedies granted to a party under this agreement are cumulative and
         in addition to, and not in lieu of, any other rights or remedies which
         the party may possess at law or in equity.

18.      Relationship of the Parties. The parties to this Agreement are
         independent contractors, and this Agreement shall not be construed to
         create a partnership, joint venture, employment or principal agent
         relationship between the parties. Each party shall be solely
         responsible to compensate any employees, agents or representatives
         employed or engaged by it to perform duties under this Agreement and
         for all taxes, imposts, duties and all charges of any governmental
         authority arising from its or his activities under this Agreement.
         Neither SPLN nor Company, nor any person or entity employed by either
         SPLN or Company, are authorized to make any warranty concerning the
         other party or incur or assume any obligation or liability for the
         other party.

19.      Notices. All notices or other communications hereunder shall be in
         writing and shall be deemed to be given or made when received (or upon
         refusal of delivery) by overnight courier, U.S. mail, registered or
         certified, first class, postage prepaid, or confirmed facsimile (with a
         copy via one of the aforementioned forms of delivery promptly
         thereafter) to the following address or addresses or such other address
         or addresses as either party may designate in writing to the other in
         accordance with this paragraph:

<TABLE>
<CAPTION>

<S>                                                               <C>
        If to SPLN:          SportsLine USA, Inc.                 With a copy to:     SportsLine USA, Inc.
                             6340 NW 5th Way                                          6340 NW 5th Way
                             Ft. Lauderdale, Florida 33309                            Ft. Lauderdale, Florida 33309
                             Attn: President                                          Attn: VP, Legal & Business Affairs
                             Facsimile:  (954) 351-9175                               Facsimile:  (954) 351-9175

        If to Company:       Predict It Corporation
                             694 8th Avenue, 5th Floor
                             New York, NY, 10036
                             Attn: President
                             Facsimile:  212-217-1201
</TABLE>

20.      Force Majeure. Neither party shall be in default of this Agreement if
         failure to perform any obligation hereunder is caused by supervening
         conditions beyond the party's control, including acts of God, civil
         commotion, strikes, labor disputes, governmental demands or
         requirements, or a service interruption from an underlying carrier or
         service provider.

21.      Press Releases. The parties intend to issue a mutually agreed upon
         jointly developed press releases at a mutually agreed upon time
         following the execution of this Agreement. Neither party will issue any
         additional press releases regarding this Agreement or the relationship
         between the parties without the prior written consent of the other
         party, which shall not be unreasonably withheld.

22.      Amendment; Waiver. No amendment to this Agreement shall be valid unless
         such amendment is in writing and is signed by the party against whom
         enforcement is sought. Any of the terms and conditions of this
         Agreement may be waived at any time in writing by the party entitled to
         the benefit thereof, but a waiver in one instance shall not be deemed
         to constitute a waiver in any other instance. A failure to enforce any
         provision of this Agreement shall not operate as a waiver of the
         provision or of any other provision hereof.


                          CONFIDENTIAL AND PROPRIETARY

                                       -15-

<PAGE>

23.      Severability. In the event that any provision of this Agreement shall
         be held to be invalid, illegal or unenforceable in any circumstances,
         the remaining provisions shall nevertheless remain in full force and
         effect and shall be construed as if the unenforceable portion or
         portions were deleted.

24.      Interpretation. This Agreement has been negotiated by the parties and
         their respective counsel and shall be interpreted without any strict
         construction in favor of or against either party.

25.      Governing Law; Jurisdiction. This Agreement shall be governed by and
         construed and enforced in accordance with the laws of the State of
         Florida. Company hereby consents to personal jurisdiction and venue in
         a court of competent jurisdiction in Broward County, Florida or other
         jurisdiction in which SPLN may have its principal place of business.

26.      Assignment. Neither party may assign its rights nor delegate its duties
         under this Agreement, in whole or in part, without the other party's
         written consent (which will not be unreasonably withheld nor delayed),
         except that SPLN may assign its rights or delegate its duties under
         this Agreement, in whole or in part, without the Company's consent, to
         a SPLN affiliate or in connection with a merger, reorganization or sale
         of all, or substantially all, of SPLN's assets.

27.      Entire Agreement. This Agreement constitutes the entire agreement of
         the parties with respect to the subject matter hereof and supersedes
         all prior and/or contemporaneous agreements and understandings, written
         or oral between the parties with respect to the subject matter hereof.

28.      Headings. Section and paragraph headings are for convenience only and
         shall not be deemed a part of this Agreement.

29.      Execution in Counterparts. This Agreement may be executed by the
         parties in counterparts, each of which when so executed and delivered
         shall be deemed to be an original and all of which when taken together
         shall constitute one and the same agreement.



SportsLine USA, Inc.                              PredictIt, Inc.


By:  /s/ Michael Levy                             By: /s/ Bob Jacobs
   --------------------------------                  ---------------------------
Name:    Michael Levy                             Name:    Bob Jacobs
Title:   President                                Title:   Sr. Vice President




                          CONFIDENTIAL AND PROPRIETARY

                                       -16-

<PAGE>



                                    EXHIBIT A

                         SPLN SERVICE CONTENT STANDARDS

Company shall not use the SportsLine Co-Branded Service to:

1.       post, transmit, display, distribute or promote any unlawful,
         threatening, abusive, libelous, defamatory, obscene, vulgar, offensive,
         pornographic, profane, racist, sexually explicit or indecent material
         of any kind;

2.       encourage, promote, solicit or commit conduct that would constitute a
         criminal offense, give rise to civil liability or otherwise violate any
         local, state, national or international law;

3.       post, transmit, display, distribute or promote in any way, information,
         software, or other material that violates, plagiarizes or infringes the
         rights of third parties including, without limitation, copyright
         (including, without limitation, offering pirated computer programs or
         links to such programs, information used to circumvent
         manufacturer-installed copy-protect devices, including serial
         registration numbers for software programs, or any type of cracker
         utilities), trademark, patent, trade secret, rights of privacy or
         publicity or any other proprietary right;

4.       promote physical harm or injury against any group or individual;

5.       promote or solicit for participation in multi-level marketing or
         pyramid schemes;

6.       post, transmit, display, distribute or promote material that exploits
         children under eighteen (18) years of age;

7.       post, transmit, display, distribute or promote material of any kind
         which constitutes requests for money, petitions for signature, or chain
         letters;

8.       post, transmit, display, distribute or promote material of any kind
         that contains a virus or other harmful component;

9.       post, transmit, display, distribute or promote information or material
         of any kind that constitutes or contains false or misleading
         indications of origin or statements of fact;

10.      send unsolicited bulk or commercial messages ("spam"). This includes,
         but is not limited to, bulk mailing of commercial advertising,
         informational announcements, charity requests, petitions for
         signatures, and political or religious tracts. Such messages may only
         be sent to those who have explicitly requested it.

11.      post a single item to more than ten (10) newsgroups or mailing lists or
         other similar groups or lists;

12.      post to any newsgroup or mailing list or other similar groups or lists,
         items which are off-topic (e.g. off-topic according to the charter of
         the newsgroup or mailing list or other similar groups or lists or if
         the item provoked complaints from regular readers of the newsgroup or
         mailing list or other similar groups or lists for being off-topic);

13.      develop pages on a Web site that consist of hyperlinks to Web sites
         that are under construction and/or not fully operational.

14.      develop pages on a Web site that consist of hyperlinks to content,
         information or materials in violation of the rules contained in this
         SportsLine Service Content Standards.

15.      SportsLine may revise this SportsLine Service Content Standards from
         time to time in its sole discretion and such revisions shall be
         effective upon providing Company notice.



                          CONFIDENTIAL AND PROPRIETARY

                                       -17-

<PAGE>



                                    EXHIBIT B

                     VEGAS INSIDER SERVICE CONTENT STANDARDS

Company shall not use the Vegas Co-Branded Service to:

1.       post, transmit, display, distribute or promote any unlawful,
         threatening, abusive, libelous, defamatory, obscene, vulgar, offensive,
         pornographic, profane, racist, sexually explicit or indecent material
         of any kind;

2.       encourage, promote, solicit or commit conduct that would constitute a
         criminal offense, give rise to civil liability or otherwise violate any
         local, state, national or international law;

3.       post, transmit, display, distribute or promote in any way, information,
         software, or other material that violates, plagiarizes or infringes the
         rights of third parties including, without limitation, copyright
         (including, without limitation, offering pirated computer programs or
         links to such programs, information used to circumvent
         manufacturer-installed copy-protect devices, including serial
         registration numbers for software programs, or any type of cracker
         utilities), trademark, patent, trade secret, rights of privacy or
         publicity or any other proprietary right;

4.       promote physical harm or injury against any group or individual;

5.       promote or solicit for participation in multi-level marketing or
         pyramid schemes;

6.       post, transmit, display, distribute or promote material that exploits
         children under eighteen (18) years of age;

7.       post, transmit, display, distribute or promote material of any kind
         which constitutes requests for money, petitions for signature, or chain
         letters;

8.       post, transmit, display, distribute or promote material of any kind
         that contains a virus or other harmful component;

9.       post, transmit, display, distribute or promote information or material
         of any kind that constitutes or contains false or misleading
         indications of origin or statements of fact;

10.      send unsolicited bulk or commercial messages ("spam"). This includes,
         but is not limited to, bulk mailing of commercial advertising,
         informational announcements, charity requests, petitions for
         signatures, and political or religious tracts. Such messages may only
         be sent to those who have explicitly requested it.

11.      post a single item to more than ten (10) newsgroups or mailing lists or
         other similar groups or lists;

12.      post to any newsgroup or mailing list or other similar groups or lists,
         items which are off-topic (e.g. off-topic according to the charter of
         the newsgroup or mailing list or other similar groups or lists or if
         the item provoked complaints from regular readers of the newsgroup or
         mailing list or other similar groups or lists for being off-topic);

13.      develop pages on a Web site that consist of hyperlinks to Web sites
         that are under construction and/or not fully operational.

14.      develop pages on a Web site that consist of hyperlinks to content,
         information or materials in violation of the rules contained in this
         Vegas Service Content Standards.

15.      SportsLine may revise this Vegas Insider Service Content Standards from
         time to time in its sole discretion and such revisions shall be
         effective upon providing Company notice.




                          CONFIDENTIAL AND PROPRIETARY

                                       -18-

<PAGE>



                                    EXHIBIT C

                         TIPS SERVICE CONTENT STANDARDS

Company shall not use the Tips Co-Branded Service to:

1.       post, transmit, display, distribute or promote any unlawful,
         threatening, abusive, libelous, defamatory, obscene, vulgar, offensive,
         pornographic, profane, racist, sexually explicit or indecent material
         of any kind;

2.       encourage, promote, solicit or commit conduct that would constitute a
         criminal offense, give rise to civil liability or otherwise violate any
         local, state, national or international law;

3.       post, transmit, display, distribute or promote in any way, information,
         software, or other material that violates, plagiarizes or infringes the
         rights of third parties including, without limitation, copyright
         (including, without limitation, offering pirated computer programs or
         links to such programs, information used to circumvent
         manufacturer-installed copy-protect devices, including serial
         registration numbers for software programs, or any type of cracker
         utilities), trademark, patent, trade secret, rights of privacy or
         publicity or any other proprietary right;

4.       promote physical harm or injury against any group or individual;

5.       promote or solicit for participation in multi-level marketing or
         pyramid schemes;

6.       post, transmit, display, distribute or promote material that exploits
         children under eighteen (18) years of age;

7.       post, transmit, display, distribute or promote material of any kind
         which constitutes requests for money, petitions for signature, or chain
         letters;

8.       post, transmit, display, distribute or promote material of any kind
         that contains a virus or other harmful component;

9.       post, transmit, display, distribute or promote information or material
         of any kind that constitutes or contains false or misleading
         indications of origin or statements of fact;

10.      send unsolicited bulk or commercial messages ("spam"). This includes,
         but is not limited to, bulk mailing of commercial advertising,
         informational announcements, charity requests, petitions for
         signatures, and political or religious tracts. Such messages may only
         be sent to those who have explicitly requested it.

11.      post a single item to more than ten (10) newsgroups or mailing lists or
         other similar groups or lists;

12.      post to any newsgroup or mailing list or other similar groups or lists,
         items which are off-topic (e.g. off-topic according to the charter of
         the newsgroup or mailing list or other similar groups or lists or if
         the item provoked complaints from regular readers of the newsgroup or
         mailing list or other similar groups or lists for being off-topic);

13.      develop pages on a Web site that consist of hyperlinks to Web sites
         that are under construction and/or not fully operational.

14.      develop pages on a Web site that consist of hyperlinks to content,
         information or materials in violation of the rules contained in this
         Tips Service Content Standards.

15.      SportsLine may revise this Tips Service Content Standards from time to
         time in its sole discretion and such revisions shall be effective upon
         providing Company notice.


                          CONFIDENTIAL AND PROPRIETARY

                                       -19-
<PAGE>



                                    EXHIBIT D

                       MARKETING AND PROMOTIONAL SCHEDULE

1.       Promotion of the SportsLine Co-Branded Service.

         a)       Homepage Navigation. SPLN to provide a continuous link on the
                  left vertical navigation bar on the SportsLine Service
                  homepage, the placement of which to be mutually agreed upon
                  (currently anticipated to be within the Community section).

         b)       Site Map. Representation within the SportsLine Site Map page
                  to be mutually agreed upon.

         c)       SportsLine Rewards. Promotion of the SportsLine Co-Branded
                  Service as a standard benefit of SPLN's then-current
                  loyalty-based membership program. Promotion to include
                  inclusion in newsletters (as outlined below), and mutually
                  agreed upon exposure as a program benefit on Rewards
                  promotional pages. Notwithstanding the foregoing, SPLN may
                  elect to terminate any such loyalty-based membership program,
                  including, without limitation, Rewards and Rewards Plus, in
                  its sole and exclusive discretion without liability.

         d)       My SportsLine. A continuous link (placement of which to be
                  mutually agreed upon) within the personalized homepage for
                  SPLN Service end users.

         e)       Newsletters. SPLN shall include a mutually agreed upon
                  promotional text message and linking URL as a featured benefit
                  on outbound promotional newsletters, including no less than
                  ten (10) Rewards newsletters (or other newsletter format as
                  designated in the sole discretion of SPLN) per year during the
                  Term (exact quarterly distribution of which to be mutually
                  agreed upon).

         f)       Advertising Impressions. Annual impressions on the SportsLine
                  Service consisting of promotional 468x60 banners ("Banners"),
                  120x60 sweetspots ("Sweetspots") and 250x250 popups
                  ("Popups"), in the sum of three million three hundred
                  thirty-three thousand three hundred thirty-three impressions
                  (3,333,333) in Year 1, five million impressions (5,000,000) in
                  Year 2, and eight million three hundred thirty-three thousand
                  three hundred thirty-three impressions (8,333,333) in Year 3.
                  The annual impressions shall be generated as follows:

                  i)       Sixty percent (60%) to be generated as Banners
                  ii)      Thirty five percent (35%) to be generated as
                           Sweetspots
                  iii)     Five percent (5%) to be generated as Popups

                  SPLN will place all Banners, Sweetspots and Popups on the
                  SportsLine Service homepage or major arena pages, including
                  NFL, NBA, MLB, NHL, College Football, College Basketball, and
                  other suitable sport arenas and services such as Fantasy, etc.
                  SPLN will work with Company to place weight of rotation within
                  specific sports arenas during those sports' season, i.e.:

                  o        NFL from August 1- Sept.30
                  o        NBA from October 1-Dec. 15
                  o        MLB from March 15-June 15
                  o        NHL from Oct. 15-Jan. 1
                  o        College Football from August 15-Oct.31
                  o        College basketball from Dec. 1- Jan. 31 and March
                           10-April 10




2.       Promotion of the Vegas Co-Branded Service.

                          CONFIDENTIAL AND PROPRIETARY

                                       -20-

<PAGE>

         a)       Homepage Navigation. SPLN to provide a continuous link on the
                  left vertical navigation bar on the Vegas Insider Service
                  homepage, the placement of which to be mutually agreed upon
                  but in all cases above the fold (as defined below).

         b)       Newsletters. SPLN shall include a mutually agreed upon
                  promotional text message and linking URL as a featured benefit
                  on outbound promotional newsletters, including no less than
                  fifteen (15) Vegas Insider newsletters (or other newsletter
                  format as designated in the sole discretion of SPLN) per year
                  during the Term (exact quarterly distribution of which to be
                  mutually agreed upon).

         c)       Advertising Impressions. Annual impressions on the Vegas
                  Insider Service consisting of promotional Banners, Sweetspots
                  and Popups, in the sum of three million three hundred
                  thirty-three thousand three hundred thirty-three impressions
                  (3,333,333) in Year 1, five million impressions (5,000,000) in
                  Year 2, and eight million three hundred thirty-three thousand
                  three hundred thirty-three impressions (8,333,333) in Year 3.
                  The annual impressions shall be generated as follows:

                  i)       Sixty percent (60%) to be generated as Banners
                  ii)      Thirty five percent (35%) to be generated as
                           Sweetspots
                  iii)     Five percent (5%) to be generated as Popups

3.       Promotion of the Tips Co-Branded Service.

         a)       Homepage Navigation. SPLN to provide a continuous link on the
                  left vertical navigation bar on the Tips Service homepage, the
                  placement of which to be mutually agreed upon but in all cases
                  above the fold (as defined below).

         b)       Newsletters. SPLN shall include a mutually agreed upon
                  promotional text message and linking URL as a featured benefit
                  on outbound promotional newsletters, including no less than
                  fifteen (15) tips.sports.com newsletters (or other newsletter
                  format as designated in the sole discretion of SPLN) per year
                  during the Term (exact quarterly distribution of which to be
                  mutually agreed upon).

         c)       Advertising Impressions. Annual impressions on the Tips
                  Service consisting of promotional Banners, Sweetspots and
                  Popups, in the sum of three million three hundred thirty-three
                  thousand three hundred thirty-three impressions (3,333,333) in
                  Year 1, five million impressions (5,000,000) in Year 2, and
                  eight million three hundred thirty-three thousand three
                  hundred thirty-three impressions (8,333,333) in Year 3. The
                  annual impressions shall be generated as follows:

                  i)       Sixty percent (60%) to be generated as Banners
                  ii)      Thirty five percent (35%) to be generated as
                           Sweetspots
                  iii)     Five percent (5%) to be generated as Popups


4.   Marketing Platform. SPLN will commit to a two hundred and fifty thousand
     dollar ($250,000) marketing platform to be developed and executed by SPLN.
     The platform creative and media allocation will be mutually agreed upon
     with SPLN having final approval, and SPLN will purchase media inventory on
     Company's behalf at the best rates available to SPLN.

5.   Above the Fold. For purposes of this Exhibit A "above the fold" means the
     placement of a link or icon on a Web page such that the material is
     viewable on a computer screen at a 640 X 480 pixels resolution when the end
     user first access such Web page and without scrolling down to view more of
     the Web page.


                          CONFIDENTIAL AND PROPRIETARY

                                       -21-
<PAGE>



                                    EXHIBIT E

                                 USEAGE REPORTS

The parties will mutually agree on any modifications from time to time regarding
the content of the following reports, the format thereof and the timing for any
such changes.

1.       Company Hosted Services Reports

         A. Company Report Specifications - Overall Site Statistics Report.
         This report, to be delivered weekly to SPLN by Company, shall contain
         the number of total daily page views for the Co-Branded Services, total
         number of unique visitors, total visits, average visit length, average
         visit length greater than one minute, number of pages viewed per visit.

         B. Company Weekly Report Formats.
         The above Company weekly report formats are ASCII text files, comma
         delimited, with one row per record and one column per field.

              Overall Site Statistics Report Format shall be as follows: One
              record per day, fields for each record are date (mm/dd/yyyy),
              total page views, unique visitors, total visits, average visit
              length, visit length greater than one minute, number of pages
              viewed per visit.

2.       SPLN Impression Reports.

         SPLN shall deliver to Company monthly reports which contain Advertising
         sales revenue and impression guarantees (i.e. advertisement insertion
         order summaries) and click-through data in Connection with the
         Co-Branded Company Services.


                          CONFIDENTIAL AND PROPRIETARY

                                       -22-
<PAGE>



                                    EXHIBIT F

                     CO-BRANDED SERVICES OPERATING STANDARDS

1.       Standard of Functioning and Performance. Company shall use commercially
         reasonable efforts to provide hosting services such that the
         functioning and performance of the Co-Branded Services shall be at
         least equal to the highest quality and standard of functioning and
         performance of hosting services provided by SPLN for the SportsLine
         Service as measured by Keynote Services, Inc. measurement standards.

2.       HTTP Hosting Servers; Web Connection; Response Time; Co-Branded
         Services Backup; and Hardware. Company shall provide all hardware,
         software, telecommunications lines and other infrastructure necessary
         so that the Co-Branded Services shall function in a manner consistent
         with the standard set forth in Section 1 above and meet capacity
         demands on the Co-Branded Services in a manner consistent with Section
         1 above. Company shall provide professional quality Web servers
         connected to a series of links provided by a reputable and high-quality
         Internet service provider. Company shall use commercially reasonable
         efforts to ensure that the connection between the Co-Branded Services
         and the Web shall be continuous, uninterrupted and error-free. Company
         shall maintain a complete and current copy of the Co-Branded Services
         on a Web server located at a remote location. In the event that service
         to the Co-Branded Services shall be interrupted, the remote server
         shall be immediately activated so that public access to the Co-Branded
         Services shall continue as required as if there were no such
         interruption.

3.       Maintenance and Support. Company shall provide all maintenance and
         support of equipment necessary for continuous functioning and
         performance of the Co-Branded Services ("Maintenance and Support")
         consistent with the standard set forth in Section 1 above. Company
         shall have primary responsibility for monitoring Maintenance and
         Support. Company shall make available to SPLN technical support by
         making a Company manager available on a 24x7 basis via telephone or
         pager, as appropriate, with call back response: (i) within thirty (30)
         minutes for other than system down telephone support; and (ii) on a
         continuous basis for system down support and other operational
         emergency support.

4.       Capacity. The Co-Branded Services shall have the capacity to receive
         and respond to simultaneous requests from end users at a burst rate of
         five hundred (500) page views per second, and a continuous rate of two
         hundred fifty (250) page views per second.

5.       Physical Security. Company shall maintain commercially reasonable
         physical security systems to prevent unauthorized access to Company's
         premises, the Co-Branded Services and the Company servers.

6.       Data Security. Company shall maintain commercially reasonable data
         security systems to prevent unauthorized access to the Co-Branded
         Services. Company shall provide off-site storage of daily backup copies
         of the Co-Branded Services to be stored either at an approved archival
         company or other location.

7.       Security Monitoring and Reporting. Company shall take reasonable
         precautions to prevent commonly known means of obtaining unauthorized
         entry into computer and data systems located at Company facilities.
         Company shall immediately notify SPLN of any known physical or data
         security breaches.

8.       Prohibited Transmissions. Company shall use commercially reasonable
         efforts to prohibit the posting or transmission of any data which is in
         violation of any applicable national, state or local law or regulation,
         including the posting or transmitting of data which is threatening,
         obscene, indecent, or defamatory, or which infringes the rights of any
         third party. infringes the rights of any third party, and provide SPLN
         seven (7) days written notice prior to taking any action pursuant to
         this Section 8.

9.       Encryption. Company shall at all times employ, or adopt after a
         reasonable period of time after becoming commercially available, state
         of the art encryption technology in connection with transmission of end
         user credit card information to the Co-Branded Services.


                          CONFIDENTIAL AND PROPRIETARY

                                       -23-

<PAGE>

10.      Disaster Recovery. Company shall host the Co-Branded Services at a
         professionally managed location which provides redundant connectivity
         through multiple providers, full-time (24/7/365) monitoring and
         management and a 99.95%+ uptime guarantee to ensure disaster does not
         impact end user access to the Co-Branded Services. Company shall at all
         times be able to completely recover production and operations if
         primary production of Co-Branded Services is unavailable within
         thirty-six (36) hours.

11.      Optimization; Speed. Company will use commercially reasonable efforts
         to ensure that: the Co-Branded Services are designed and populated in a
         manner that minimizes delays when SPLN end users attempt to access the
         Co-Branded Services. At a minimum, Company will use commercially
         reasonable efforts to ensure that the Co-Branded Services data
         transfers initiate within fewer than two (2) seconds and fully loads on
         end user browser within fewer than ten (10) seconds on a T3 server
         connection. Company will permit SPLN to conduct performance and load
         testing of the Co-Branded Services (in person or through remote
         communications).

12.      HTTP Protocol. Company will design the Co-Branded Services to support
         HTTP 1.0.

13.      New Functionality or Features. Prior to releasing material, new
         functionality or features through the Co-Branded Services ("New
         Functionality"), Company will provide SPLN with written notice of the
         new technology so that SPLN can perform tests of the new technology.
         SPLN will respond to Company's written notice within five (5) business
         days. Failure to respond will indicate approval of the new technology.
         SPLN may notify Company of any problems with respect to New
         Functionality or new technology on the Co-Branded Services, and Company
         will work in good faith to resolve such problems.

14.      Monitoring. Company will ensure that the performance and availability
         of the Co-Branded Services is monitored on a continuous basis.

15.      Browsers. Company will design the Co-Branded Services to support the
         most recent Windows, Macintosh and AOL versions of the Microsoft
         Internet Explorer browser, Netscape Navigator browser, Netscape
         Communicator browser and any other browser that represents more than
         two percent (2%) of aggregate Co-Branded Services traffic, including,
         without limitation, the following browser versions:

         a)       Windows 95

                  Internet Explorer 3.02
                  Internet Explorer 4.0
                  Netscape Navigator 3.01
                  Netscape Communicator 4.05
                  Netscape Communicator 4.61

         b)       Windows 98

                  Internet Explorer 5.0
                  Netscape Communicator 4.61


         d)       Windows NT 4.0

                  Internet Explorer 5.0
                  Netscape Communicator 4.5

         d)       America Online on IE 3.02

                  AOL Version 3.0
                  AOL Version 4.0

                          CONFIDENTIAL AND PROPRIETARY

                                       -24-

<PAGE>

                  America Online on IE 5.0
                  AOL Version 3.0
                  AOL Version 4.0

         e)       Macintosh

                  Internet Explorer 4.5
                  Netscape Communicator 4.05
                  Netscape Communicator 4.61




                          CONFIDENTIAL AND PROPRIETARY

                                       -25-