Unassociated Document


     

    PURCHASE
      AGREEMENT

    


    This
      Purchase Agreement (the “Agreement”)
      is
      entered
      into as of June 10, 2008 by and among The Registry Management Company, LLC,
      a
      Florida limited liability company (the “Buyer”),
      Tralliance Corporation, a New York corporation (the “Seller”),
      and
      theglobe.com, Inc., a Delaware corporation (the “Parent”).
      The
      Buyer, Seller and Parent are sometimes collectively referred to as the
“Parties”
or
      individually as a “Party”).

    


    RECITALS

     

    A. The
      Seller is in the business of enhancing the identity and presence of the travel
      industry on the Internet by delivering products and services in the .travel
      top
      level domain (TLD); the travel industry global products and services database;
      and new value-added products and services designed to support the travel
      industry's use of the .travel TLD (collectively, the “Business”).
      

    


    B. Parent
      owns all of the issued and outstanding capital stock of the Seller.

    


    C. Seller
      wishes to sell and Buyer wishes to purchase, substantially all of the Assets
      of
      the Seller, subject to the assumption of certain of the liabilities of the
      Seller, upon the terms and subject to the conditions set forth in this
      Agreement.

    


    D. Parent
      also wishes to issue and sell, and the Buyer wishes to purchase, 229,000,000
      shares of Parent’s common stock, $.001 par value per share (the “Shares”),
      upon
      the terms and conditions set forth in this Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements and
      covenants contained herein and intending to be legally bound, Buyer, Seller
      and
      Parent hereby agree as follows:

     

    ARTICLE
      1

    SALE
      AND TRANSFER OF ASSETS AND SHARES

     

    1.1 Certain
      Terms.
      Certain
      capitalized terms used in this Agreement are defined in Article 12.

     

    1.2 Basic
      Transaction.
      On and
      subject to the terms and conditions of this Agreement, the Buyer agrees to
      purchase from (A) Parent, and Parent agrees to sell to the Buyer, all of the
      Shares, and from (B) the Seller, and the Seller agrees to sell to the Buyer,
      all
      of the Seller’s right, title and interest in and to all of the Seller’s assets
      used in the Business (other than the Excluded Assets) (all of such purchased
      assets being collectively referred to as “Purchased
      Assets”).
      Without limiting the generality of the foregoing, the Purchased Assets shall
      include all of the following assets of the Seller existing on the Closing
      Date:

     

    (i) all
      goodwill relating to the Business;


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (ii) all
      tangible personal property;

     

    (iii) all
      Contracts that are set forth on Schedule 1.2(a)(iii) hereof (the “Assumed
      Contracts”);

     

    (iv) all
      Permits, to the extent transferable;

     

    (v) all
      of
      the Seller’s books and records relating to the Business (including without
      limitation, all products formulations and proprietary methods and know-how),
      the
      Purchased Assets and the Assumed Liabilities of the Seller other than the
      Excluded Assets;

     

    (vi) all
      of
      the other intangible assets of the Seller, including, without limitation,
      Intellectual Property assets, including without limitation all rights of Seller
      to use of the name “Tralliance” and “.travel;”

     

    (vii) all
      insurance policies (to the extent transferable), claims and benefits, including,
      without limitation, rights and proceeds, arising from or relating to the
      Purchased Assets and/or the Assumed Liabilities prior to the Closing
      Date;

     

    (viii) all
      claims of the Seller against third parties relating to the Purchased Assets
      and/or the Assumed Liabilities, whether known or unknown, fixed or contingent;
      

     

    (ix) security
      deposits relating to leases and utilities; and 

     

    (x) all
      other
      Assets of every kind, nature and description, tangible or intangible, owned
      by
      Seller and used or held for use in connection with the Business.

     

    1.3 Excluded
      Assets.
      The
      following assets of the Seller existing on the Closing Date (collectively,
      the
“Excluded
      Assets”)
      are
      not part of the sale and purchase contemplated hereunder, are excluded from
      the
      Purchased Assets and shall remain the property of the Seller after the
      Closing:

     

    (i) all
      minute books, corporate seals, stock record books and stock transfer records
      of
      the Seller and tax returns and tax records of the Seller and records pertaining
      to the Excluded Assets; 

     

    (ii) all
      Contracts which are not assumed pursuant to Section 1.4 below; 

     

    (iii) all
      cash
      and bank accounts of Seller; and 

     

    (iv) all
      Accounts Receivable from customers, including Affiliates of the Seller
      (including Parent and any wholly-owned subsidiaries of Parent), taxing
      authorities or other third Party due to Seller. 

     

    1.4 Assumed
      Liabilities.
      At the
      Closing, Buyer shall assume only those Liabilities arising after the Closing
      Date under the Assumed Contracts identified on Schedule 1.2(a)(iii) (the
      Liabilities to be assumed being called collectively “Assumed
      Liabilities”).
      Except as expressly provided in this Agreement and the Assignment and Assumption
      Agreement, Buyer shall not assume or be liable, nor be deemed to have assumed
      or
      be liable for, any Liability of Seller of any nature whatsoever.

     

    
      
        
        

      

      
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    1.5 Payment
      of Purchase Price.
      

     

    (a) The
      Purchase Price shall be determined under and payable in the manner provided
      in
      this Agreement. 

     

    (b) Subject
      to the terms and conditions of this Agreement, at the Closing, Buyer shall
      pay
      or deliver, or cause to be paid or delivered, to Parent the following
      (collectively, the “Purchase
      Price”):
      

     

    (i) exchange
      and surrender to Parent all of their right, title and interest to the
      convertible promissory notes described on Schedule 1.5(b)(i) attached hereto
      (the “Convertible
      Notes”),
      together with all accrued and unpaid interest thereon (including on an
      additional $400,000 of such Convertible Notes held by Dancing Bear Investments,
      Inc. which are anticipated to be converted in the near future) through the
      Closing Date, which aggregate $5,398,439 as of May 31, 2008; 

     

    (ii) 
      release
      of the Seller and Parent of all of the Buyer’s and its applicable Related
      Parties interest in and to outstanding rent and miscellaneous fees due and
      unpaid to the Buyer or its Related Parties through the Closing Date, which
      aggregate $722,220 as of May 31, 2008, as more particularly described on
      Schedule 1.5(b)(ii) attached hereto, and

     

    (iii) pay
      an
      earn-out to the Parent equal to 10% of the Buyer’s net revenue derived from
“.travel” names registered by the Buyer through May 5, 2015, on the terms and
      conditions of and as more particularly described in the Earn-out Agreement
      (as
      hereinafter defined). 

     

    1.6 The
      Closing.
      The
      purchase and sale of the Shares and the Purchased Assets provided for in this
      Agreement shall take place at a closing (the “Closing”)
      at the
      offices of Stearns Weaver Miller Weisller Alhadeff & Sitterson, P.A. at 200
      East Las Olas Boulevard, Suite 2100, Ft. Lauderdale, FL 33301 at 10:00 a.m.
      (local time) on the date hereof or at such other time and place as the Parties
      may agree (the “Closing
      Date”).

     

    1.7 Closing
      Deliveries.
      

     

    (a) At
      or
      prior to the Closing, the Seller shall deliver, or cause to be delivered, to
      Buyer:

     

    (i) the
      Purchased Assets;

     

    (ii) a
      Bill of
      Sale in the form of Exhibit “A,” dated the Closing Date, and duly executed by
      the Seller in favor of the Buyer;

     

    (iii) an
      Assignment and Assumption Agreement in the form of Exhibit “B”, dated the
      Closing Date, and duly executed by the Seller;


    
      
        
        

      

      
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    (iv) a
      copy of
      the Seller's Certificate of Incorporation (and all amendments) certified by
      the
      New York Secretary of State and a copy of the Seller's Bylaws certified by
      the
      corporate secretary of the Seller;

     

    (v) a
      good
      standing certificate issued by the State of New York with regard to the Seller;
      and

     

    (vi) such
      other certificates, documents and other instruments of transfer and conveyance
      as may reasonably be requested by Buyer, each in form and substance satisfactory
      to Buyer dated the Closing Date and duly executed by the Seller.

     

    (b) At
      or
      prior to the Closing, Parent shall deliver, or cause to be delivered, to
      Buyer:

     

    (i) stock
      certificates representing the Shares issued in the name of the Buyer;


     

    (ii) a
      good
      standing certificate issued by the State of Delaware with regard to Parent;
      

     

    (iii) the
      Earn-out Agreement; and

     

    (iv) such
      other certificates, documents and other instruments of transfer and conveyance
      as may reasonably be requested by Buyer, each in form and substance satisfactory
      to Buyer dated the Closing Date and duly executed by Parent.

     

    (c) At
      or
      prior to the Closing, Buyer shall deliver to Parent or the Seller, as
      applicable:

     

    (i) the
      original Convertible Notes;

     

    (ii) the
      Assignment and Assumption Agreement in the form of Exhibit “B”, dated the
      Closing Date, and duly executed by the Buyer;

     

    (iii) a
      copy of
      the Buyer’s Certificate of Formation (and all amendments) certified by the
      Florida Secretary of State and a copy of the Buyer's Operating Agreement
      certified by the corporate secretary of the Buyer;

     

    (iv) a
      certificate of “active status” issued by the State of Florida with regard to the
      Buyer;

     

    (v) the
      Earn-Out Agreement described in Section 1.8 hereof; 

     

    (vi) the
      Employment Termination Agreements described in Section 8.8 hereof;
      and

     

    (vii) such
      other certificates, documents and other instruments of transfer and conveyance
      as may reasonably be requested by Parent or the Seller, each in form and
      substance satisfactory to Parent and Seller dated the Closing Date and duly
      executed by the Buyer or its Related Parties, as appropriate.

     

    
      
        
        

      

      
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    1.8 Earn-Out
      Agreement.
      The
      Buyer
      shall pay to the Parent an earn-out equal to 10% of certain revenues of the
      Buyer derived from “.travel” names registered by the Buyer through May 5, 2015,
      as more particularly described in that certain Earn-out Agreement substantially
      in the form attached hereto as Exhibit “C” (the “Earn-out
      Agreement”).
      The
      Parties acknowledge that the minimum earn-out shall be no less than the
      Cumulative Minimum Payment Amount (as defined in Section 1.2 of the Earn-out
      Agreement) and that Buyer shall further guaranty that such payments will be
      no
      less that $300,000 in the first year following the Closing Date and increasing
      by $25,000 in each subsequent year (except that the final partial year will
      be
      prorated) until the end of the term.

     

    1.9 Assignment
      of Contracts.
      Anything contained in this Agreement to the contrary notwithstanding, this
      Agreement shall not constitute an agreement or an attempted agreement to sell,
      transfer, sublease or assign any material Contract (or any claim or right or
      any
      benefit arising thereunder or resulting therefrom) if the attempted sale,
      transfer, sublease or assignment thereof, without the consent of any other
      party
      thereto, would constitute a breach thereof or materially affect the rights
      of
      the Buyer thereunder. Seller and Parent shall use their commercially reasonable
      efforts to obtain the consent of the other party to any material Contract to
      the
      sale, transfer, sublease or assignment thereof to the Buyer in all cases in
      which such consent is required for the sale, transfer, sublease or assignment
      of
      any material Contract. If any such consent is not obtained and the Closing
      occurs, Seller and Parent shall use their commercially reasonable efforts to
      cooperate with the Buyer in reasonable and lawful arrangements designed to
      provide for the Buyer the benefits of such Contract, including (a) adherence
      to
      reasonable procedures established by the Buyer for the immediate transfer to
      the
      Buyer of any payments or other funds received by Seller or Parent thereunder
      and
      (b) enforcement for the benefit of the Buyer of any and all rights of Seller
      thereunder against the other party or parties thereto arising out of the breach
      or cancellation thereof by such other party or parties or otherwise.


     

    ARTICLE
      2

    CERTAIN
      OTHER AGREEMENTS

     

    2.1 Tax
      Treatment.
      The
      Parties agree that the Parent and Seller shall be treated as selling the
      Purchased Assets and Shares, respectively, to the Buyer in exchange for the
      aggregate of the Purchase Price (including the Earn-Out) and the Assumed
      Liabilities in accordance with Section 707(a)(2)(B) of the Code and the Treasury
      Regulations promulgated thereunder.

     

    2.2 Purchase
      Price Allocation.
      Prior
      to the Closing the Parties shall agree upon the allocation of the Purchase
      Price
      (and all other capitalized costs) (i) as between the Shares and the Purchased
      Assets as a whole and (ii) among the Purchased Assets in accordance with Code
      Section 1060 and the Treasury Regulations thereunder, which allocations shall
      be
      binding upon the Parties. Buyer, Parent and Seller (and the Shareholders) and
      each of their Affiliates shall take all actions and file all Tax Returns
      (including, but not limited to IRS Form 8594 “Asset Acquisition Statement”)
      consistent with such allocation unless required to do so by law and, in such
      event, such Party shall provide advance written notice to the other detailing
      (i) the reasons surrounding such inconsistent position and (ii) the position
      to
      be taken by such Party. 

     


    
      
        
        

      

      
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    2.3 Tax
      Matters.
      Before
      and after the Closing, Seller, Parent and Buyer shall reasonably cooperate,
      and
      shall cause their respective affiliates, officers, employees and agents to
      reasonably cooperate, in preparing and filing all Tax Returns, in resolving
      any
      audits or disputes relating to Taxes and in connection with any other matters
      relating to Taxes. All transfer, documentary, sales, use, stamp, registration
      and other such Taxes, and all conveyance fees, recording charges and other
      fees
      and charges incurred in connection with the transactions contemplated by this
      Agreement shall be split between the Seller and Buyer.


     

    ARTICLE
      3

    REPRESENTATIONS
      AND WARRANTIES 

    OF
      PARENT AND SELLER

     

    The
      Parent and the Seller, jointly and severally, represent and warrant to the
      Buyer
      as of the date hereof:

     

    3.1 Organization;
      Authority.

     

    (a) Parent
      is
      a corporation duly organized, validly existing and in good standing under the
      laws of the State of Delaware. Seller is a corporation duly organized, validly
      existing and in good standing under the laws of the State of New York. Parent
      and Seller are each duly licensed or qualified to do business as a foreign
      entity, and are each in good standing in each jurisdiction where the failure
      to
      have such qualification would result in a Material Adverse Effect. True and
      complete copies of the charter and bylaws, including any amendments thereto
      through the date hereof (certified as of a recent date hereof by the Secretary
      of Parent or Seller, as applicable), of each of Parent and Seller have been
      delivered to Buyer.

     

    (b) Parent
      and Seller each have all requisite corporate power and authority to (i) execute
      and deliver this Agreement, the other Transaction Documents to which each is
      a
      party (the “Parent
      Transaction Documents”)
      and
      any related agreements to which either of them is a party and to perform the
      transactions contemplated hereby and thereby (the “Contemplated
      Transaction”),
      (ii)
      to operate its business and to carry on its business as presently conducted,
      and
      (iii) to own, lease and otherwise hold its properties and assets.

     

    
      
        
        

      

      
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    3.2 Authority
      Relative to the Transaction Documents; Issuance of Shares.
      

     

    (a) Parent
      and Seller have all requisite corporate authority and power to execute and
      deliver this Agreement and the other Parent Transaction Documents to which
      it is
      or will become a party and to consummate the transactions contemplated hereby
      and thereby. The execution and delivery of this Agreement and the other Parent
      Transaction Documents and the consummation of the transactions contemplated
      hereby and thereby (including without limitation, the issuance of the Shares)
      have been duly and validly authorized by all required corporate and stockholder
      action on the part of Parent and by all required corporate and stockholder
      action on the part of Seller and no other corporate, shareholder or other
      proceedings on the part of Parent or Seller (other than stockholder approval
      by
      the stockholders of the Parent) are necessary to authorize this Agreement or
      the
      other Parent Transaction Documents or to consummate the Contemplated
      Transactions. The Parent Transaction Documents have been duly and validly
      executed and delivered by Parent and Seller as applicable, and, assuming the
      Parent Transaction Documents have been duly authorized, executed and delivered
      by Buyer, the Parent Transaction Documents constitute the valid and binding
      agreement of Parent and Seller enforceable against Parent and Seller in
      accordance with their terms, except as limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or other similar laws now or hereafter
      in
      effect relating to or affecting creditors’ rights generally, including the
      effect of statutory and other laws regarding fraudulent conveyances and
      preferential transfers and subject to the limitations imposed by general
      equitable principles (regardless whether such enforceability is considered
      in a
      proceeding at law or in equity).

     

    (b) The
      Shares are duly authorized and when issued and paid for in accordance with
      the
      terms hereof, will be validly issued, fully paid and non-assessable, and free
      from all taxes, liens, claims and encumbrances (other than those imposed through
      acts or omissions of the Buyer thereof), and will not be subject to preemptive
      rights or other similar rights of shareholders of the Parent and will not impose
      personal liability upon the holder thereof. 

     

    3.3 Non-Contravention.
      Except
      as listed on Schedule 3.3, the execution and delivery by Parent and Seller
      of
      this Agreement and the Parent Transaction Documents and the consummation by
      the
      Parent and Seller of the Contemplated Transactions will not (a) violate or
      conflict with any provision of their respective charters or bylaws, each as
      amended to date; (b) conflict with or result in the breach or termination of
      (or
      constitute a default for any event which, with notice or lapse of time or both
      would constitute a default) under, or give to others any rights of termination
      or cancellation of, or accelerate the performance required by, or maturity
      of,
      or result in the creation of any Encumbrance pursuant to any of the terms,
      conditions or provisions of, any Contract which either Parent or Seller is
      a
      party; (c) constitute a violation of, or be in conflict with, or constitute
      or
      create a default under, or result in the creation or imposition of any
      Encumbrance; or (d) violate any statute, law, ordinance, guideline,
      interpretation, judgment, decree, order, regulation or rule of any Governmental
      Authority (as defined herein). The execution and delivery of this Agreement
      by
      Parent and Seller and the performance of this Agreement, the Parent Transaction
      Documents and the related or Contemplated Transactions by Parent and Seller
      will
      not require filing or registration with, or the issuance of any Permit by,
      any
      Person or Governmental Authority under any applicable Law (other than any
      obligations to file an Information Statement and other reports as required
      by
      the Exchange Act (as defined herein) or any contracts to which Parent and Seller
      is a party. 

     

    3.4 Compliance
      with Law.
      Except
      as set forth on Schedule 3.4, the Business has been conducted in accordance
      with
      all applicable Laws (except, in each such case, for any non-compliance that
      individually or in the aggregate has not had, and would not reasonably be
      expected to have, a Material Adverse Effect). Seller has complied with, and
      is
      in compliance with (a) all Laws applicable to Seller or any of its properties
      and (b) all terms and provisions of all Contracts to which Seller is a party,
      or
      to which the Purchased Assets or the Business is subject (except, in each such
      case, for any non-compliance that individually or in the aggregate has not
      had,
      and would not reasonably be expected to have, a Material Adverse Effect). Except
      as set forth in Schedule 3.4 hereto, neither Parent nor Seller has committed,
      been charged with, or been under investigation with respect to, nor does there
      exist, any violation of any provision of any Law with respect to the Business
      (except, in each such case, for any non-compliance that individually or in
      the
      aggregate has not had, and would not reasonably be expected to have, a Material
      Adverse Effect). Neither the Parent nor Seller is subject to any decree,
      injunction, judgment, order, ruling, assessment or writ issued by any
      Governmental Authority which could impair its ability to consummate the
      transactions contemplated hereby or adversely affect Buyer’s ownership of the
      Purchased Assets or conduct of the Business from and after Closing.

     

    
      
        
        

      

      
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    3.5 SEC
      Documents; Financial Statements.

     

    (a) Since
      January 1, 2006, Parent has filed all reports, schedules, forms, statements
      and
      other documents required to be filed by it with the Securities and Exchange
      Commission (“SEC”)
      pursuant to the reporting requirements of the Securities Exchange Act of 1934,
      as amended (the “Exchange
      Act”)
      (all
      of the foregoing filed prior to the date hereof and all exhibits included
      therein and financial statements and schedules thereto and documents
      incorporated by reference therein being hereinafter referred to as the
“SEC
      Documents”).
      As of
      their respective dates, the SEC Documents complied in all material respects
      with
      the requirements of the Exchange Act and the rules and regulations of the SEC
      promulgated thereunder applicable to the SEC Documents, and none of the SEC
      Documents, at the time they were filed with the SEC, contained any untrue
      statement of a material fact or omitted to state a material fact required to
      be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading. As of their
      respective dates, the financial statements included in the SEC Documents
      (“SEC
      Financial Statements”)
      complied as to form in all material respects with applicable accounting
      requirements and the published rules and regulations of the SEC with respect
      thereto. The SEC Financial Statements have been prepared in accordance with
      generally accepted accounting principles in the United States (“GAAP”),
      consistently applied during the periods involved (except (i) as may be otherwise
      indicated in such financial statements or the notes thereto, or (ii) in the
      case
      of unaudited interim statements, to the extent they may exclude footnotes or
      may
      be condensed or summary statements) and fairly present in all material respects
      the financial position of Parent and Seller (as it relates to Seller and the
      Business) as of the dates thereof and the results of its operations and cash
      flows for the periods then ended (subject, in the case of unaudited statements,
      to normal year-end audit adjustments). As at the respective dates of the SEC
      Financial Statements, there were no material liabilities or obligations of
      Parent (whether absolute or contingent) except for those liabilities and
      obligations reflected on or adequately reserved for therein. To the knowledge
      of
      the executive officers of Parent, no information provided by or on behalf of
      Parent to Buyer or which is included in the SEC Documents contains any untrue
      statement of a material fact or omits to state any material fact necessary
      in
      order to make the statements therein, in light of the circumstances under which
      they are or were made, not misleading.

     

    
      
        
        

      

      
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    (b) Certain
      Financial Information.
      Parent
      has delivered to Buyer complete and correct copies of (i) unaudited financial
      statements for the Seller as of and for the calendar year ended December 31,
      2006 and 2007, including balance sheets and related statements of income and
      cash flows; and (ii) the unaudited financial statements for Seller as of and
      for
      the three months ended March 31, 2008 (the “Balance
      Sheet Date”),
      including balance sheets and related statements of income and cash flows
      (collectively, the “Seller
      Financial Statements”,
      and
      together with the SEC Financial Statements, the “Financial
      Statements”),
      copies of which are attached as Schedule 3.5(b) hereto. The unaudited balance
      sheet of the Seller as of the Balance Sheet Date is hereinafter referred to
      as
      the “Balance
      Sheet”.
      Each
      of the Seller Financial Statements has been prepared in accordance with GAAP,
      applied on a consistent basis throughout the relevant periods (except as may
      be
      otherwise indicated in such Seller Financial Statements or the notes thereto),
      and fairly presents in all material respects the assets, liabilities and
      financial position of Seller as of such dates and for the periods indicated
      subject, in the case of unaudited financial statements, to normal year end
      adjustments. Since the Balance Sheet Date, there has been no change in any
      of
      the significant accounting policy practices or procedures of Parent or
      Seller.

     

    3.6 Consents.
      Except
      as set forth on Schedule 3.6 hereto, no consent, approval or authorization
      of,
      or registration, qualification or filing with, any Person or Governmental
      Authority is required for the execution and delivery by Parent and Seller of
      this Agreement and the Parent’s Transaction Documents or for the consummation by
      Seller and Parent of the Contemplated Transactions. Except as set forth on
      Schedule 3.6, no consent of any third party, the failure of which to obtain
      may
      have a Material Adverse Effect, is required for the transfer of the Purchased
      Assets.

     

    3.7 Litigation.
      Except
      as set forth on Schedule 3.7 hereto, no claim, action, suit, proceeding or
      investigation whether civil or criminal, in law or equity, before any
      arbitration or Governmental Authority is pending or threatened in writing:
      (i)
      against Seller, (ii) relating to or affecting the ability of Parent or Seller
      to
      execute this Agreement or the Parent’s Transaction Documents or consummate the
      transactions contemplated herein or therein, or (iii) which questions the
      validity of this Agreement or any of the Parent’s Transaction Documents or
      challenges any of the transactions contemplated hereby or thereby, nor to
      Parent’s and Seller’s knowledge is there any basis for any such action, suit,
      proceeding or investigation. None of the matters set forth in Schedule 3.7
      hereof, either individually or in the aggregate, could reasonably be expected
      to
      have a Material Adverse Effect on the Seller or the Purchased
      Assets.

     

    3.8 Intellectual
      Property.
      Schedule 3.8 hereto sets forth a complete and accurate list of all material
      Intellectual Property of the Seller, which is the only intellectual property
      or
      other proprietary rights of any kind or nature which are material to the
      operation of the Business of Seller after the Closing as presently conducted
      by
      Seller. Schedule 3.8 also includes a complete and accurate list of all United
      States and foreign patent, copyright, trademark, service mark, trade dress,
      domain name and other registrations and applications, if any, used in connection
      with the Business, indicating for each: the owner (if other than the Seller),
      the applicable jurisdiction, registration number (or application number), and
      date issued or filed, and all unregistered Intellectual Property. Except to
      the
      extent set forth in Schedule 3.8 and for any third-party consents, Seller owns
      or has the right to use all of the Intellectual Property used or necessary
      for
      use in connection with the business of Seller as presently conducted or proposed
      to be conducted, and the consummation of the transactions contemplated by the
      Transaction Documents will not alter or impair any such right. Except as has
      not
      or would not reasonably be expected to have a Material Adverse Effect, Seller
      has taken all action necessary to maintain and protect each material item of
      Intellectual Property. No registered Intellectual Property has been or is now
      involved in any cancellation, dispute or litigation, and, to the knowledge
      of
      Parent and Seller, no such action is threatened. 

     

    
      
        
        

      

      
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    3.9 Permits.
      The
      Permits listed in Schedule 3.9 constitute all of the licenses, permits,
      certificates, approvals, exemptions, franchises, registrations, variances,
      accreditations or authorizations currently used in or required for the operation
      of the Business as operated by Seller prior to the Closing Date, except for
      any
      Permits the absence of which would not have a Material Adverse Effect. The
      Permits are valid and in full force and effect and there are no pending
      proceedings which could result in the termination, revocation, limitation or
      impairment of any of the Permits. Neither Parent nor Seller has received notice
      of any violations in respect of any of the Permits. 

     

    3.10 Taxes.
      Except
      as set forth on Schedule 3.10 hereto:

     

    (a) Neither
      Seller nor Parent nor any member of a Relevant Group has failed to file any
      Tax
      return required to be filed, which failure could result in the imposition of
      any
      Encumbrance (other than Permitted Encumbrances) on or against the Shares, the
      Purchased Assets, or the Business or in any liability to the Buyer, as
      transferee or otherwise. All Taxes imposed on the Parent or any member of a
      Relevant Group, the non-payment of which could result in an Encumbrance (other
      than Permitted Encumbrances) on or against the Shares, the Purchased Assets
      or
      the Buyer or in any liability to the Buyer, as transferee or otherwise, have
      been or will prior to the Closing Date be paid by the Parent or Seller. All
      deposits required to be made by the Parent or any member of a Relevant Group
      in
      respect of any material Tax, including, without limitation, withholding taxes,
      have been or will be made in a timely fashion. There are no material Tax
      deficiencies or claims asserted against Parent or any member of a Relevant
      Group
      the non payment of which could result in any Encumbrances (other than a
      Permitted Encumbrance) on or against the Shares or the Purchased Assets or
      in
      any liability to Buyer, as transferee or otherwise, nor is there any basis
      for
      any such deficiency or claim;

     

    (b) Neither
      Seller nor Parent is a party to any Tax allocation or sharing agreement;
      and

     

    (c) No
      Tax
      return of either Seller or Parent is currently under audit by the IRS or by
      any
      other taxing authority. Neither the IRS nor any other taxing authority is now
      asserting or, to the knowledge of Seller, threatening to assert against either
      Seller or Parent any deficiency or claim for additional Taxes or interest
      thereon or penalties in connection therewith or any adjustment that would have
      a
      Material Adverse Effect.

     

    3.11 Broker.
      Except
      as set forth in Schedule 3.11, neither Parent nor Seller has retained, utilized
      or been represented by any broker, agent, finder or other intermediary in
      connection with the negotiation or consummation of this Agreement or the
      Transaction Documents or the transactions contemplated by this
      Agreement.

     

    
      
        
        

      

      
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    3.12 Title
      to Purchased Assets; Leases.

     

    (a) The
      Seller has good and marketable title to all of the Purchased Assets, free and
      clear of all Encumbrances, except the Permitted Encumbrances. Seller has the
      full right to sell, convey, transfer, assign and deliver the Purchased Assets
      without the need to obtain the consent or approval of any third party except
      for
      the required consents listed on Schedule 3.6 and those consents or approvals,
      the failure of which to obtain, would not result in a Material Adverse Effect.
      At and as of the Closing, the Buyer will have, good and valid record and
      marketable title to all of the Purchased Assets, free and clear of all
      Encumbrances except the Permitted Encumbrances, and the lien in favor of the
      holders of the Convertible Notes, which lien will be extinguished promptly
      following the surrender of the Convertible Notes to the Parent. 

     

    (b) The
      Seller does not own any real property or any interest (other than a leasehold
      interest) in any real property. 

     

    (c) Schedule
      3.12 sets forth a complete and correct description of all leases of real or
      personal property under which the Seller is lessor or lessee. Each such lease
      is
      valid and subsisting and no event or condition exists that constitutes, or
      after
      notice or lapse of time or both would constitute, a default thereunder by the
      Seller or, to the Seller’s knowledge, the other party thereto. The Seller’s
      respective leasehold interests are not subject to any Encumbrances (other than
      Permitted Encumbrances and the interest of the lessors thereunder), and the
      Seller is in quiet possession and enjoyment of the properties covered by such
      leases. 

     

    3.13 Material
      Contracts.
      

     

    (a) Except
      as
      set forth in Schedule 3.13, the Seller is not a party to or otherwise bound
      by
      any:

     

    (i) agreement,
      instrument, or commitment that may adversely affect its ability to consummate
      the Contemplated Transactions;

     

    (ii) agreement
      for the purchase, sale, lease, or license by or from it of services, products,
      or assets, requiring total payments by or to it in excess of $100,000 in any
      instance;

     

    (iii) agreement
      requiring it to purchase all or substantially all of its requirements for a
      particular product or service from a particular supplier or suppliers, or
      requiring it to supply all of a particular customer’s or customers’ requirements
      for a certain service or product;

     

    (iv) agreement
      or other commitment pursuant to which it has agreed to indemnify or hold
      harmless any other person;

     

    (v) (x)
      employment agreement; (y) consulting agreement; or (z) agreement providing
      for
      severance payments or other additional rights or benefits (whether or not
      optional) in the event of the sale or other change in control of
      it;

     

    (vi) agreement
      with the Parent or any current or former Affiliate, stockholder, officer,
      director, employee, or consultant of the Seller;

     

    (vii) joint
      venture or partnership agreement; or

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (viii) agreement
      imposing any non-competition, non-solicitation or exclusive dealing obligations
      on Seller or other like restrictive covenants which materially restrict the
      Seller’s business activities.

     

    (b) Seller
      has delivered to the Buyer true, correct and complete copies (or written
      summaries of the material terms of oral agreements or understandings) of each
      Contract listed in Schedule 3.13, each as amended to date. Each such Contract
      is
      a valid, binding and enforceable obligation of the Seller and, to the best
      knowledge of the Seller, of the other party or parties thereto, and is in full
      force and effect. Neither the Seller, nor to the knowledge of the Seller, any
      other party thereto, is, or is considered by any other party thereto to be,
      in
      breach of or noncompliance with any term of any such Contract (nor, to the
      knowledge of the Seller, is there any basis for any of the foregoing), except
      for any breaches or noncompliances that singly or in the aggregate would not
      have a Material Adverse Effect. No claim, change order, request for equitable
      adjustment, or request for contract price or schedule adjustment, between the
      Seller and any supplier or customer, relating to any Contract listed in the
      Schedule 3.13 is pending or, to the knowledge of the Seller, threatened, nor,
      to
      the knowledge of the Seller, is there any basis for any of the foregoing. No
      Contract listed in Schedule 3.13 includes or incorporates any provision, the
      effect of which may be to enlarge or accelerate any of the material obligations
      of the Seller or to give additional rights to any other party thereto, or will
      terminate, lapse, or in any other way be affected, by reason of the Contemplated
      Transaction, except to the extent a necessary consent to assignment is required
      and not obtained prior to the Closing.

     

    3.14 Employees.
      Schedule 3.14 contains a complete and accurate list of all employees of the
      Seller who perform material services for the Seller as of April 30,
      2008.


     

    ARTICLE
      4

    REPRESENTATIONS
      AND WARRANTIES OF THE BUYER

     

    The
      Buyer
      represents and warrants to the Parent and Seller as follows:

     

    4.1 Organization
      of the Buyer; Authority.
      The
      Buyer is limited liability company organized under the laws of the State of
      Florida and its status is active. The Buyer has all requisite corporate power
      and authority to execute and deliver this Agreement, the other Transaction
      Documents to which it is a party (the “Buyer
      Transaction Documents”)
      and
      any related agreements to which it is a party and to perform the Contemplated
      Transactions.

     

    4.2 Approval;
      Binding Effect.
      The
      Buyer has obtained all necessary limited liability company action,
      authorizations and approvals required for the execution and delivery of the
      Buyer Transaction Documents and the consummation of the transactions
      contemplated hereby and thereby. This Agreement and each of such Buyer
      Transaction Documents have been duly executed and delivered by the Buyer and
      constitutes the legal, valid and binding obligation of the Buyer, enforceable
      against the Buyer in accordance with its terms except as limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or other similar laws now
      or
      hereafter in effect relating to or affecting creditors’ rights generally,
      including the effect of statutory and other laws regarding fraudulent
      conveyances and preferential transfers and subject to the limitations imposed
      by
      general equitable principles (regardless whether such enforceability is
      considered in a proceeding at law or in equity).

     

    
      
        
        

      

      
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    4.3 Non-Contravention.
      The
      execution and delivery by the Buyer of the Buyer Transaction Documents and
      the
      consummation by the Buyer of the transactions contemplated hereby and thereby
      will not (a) violate or conflict with any provisions of the charter or bylaws
      of
      the Buyer, each as amended to date; (b) conflict with or result in the breach
      or
      termination of (or constitute a default for any event which, with notice or
      lapse of time or both would constitute a default) under, or accelerate the
      performance required by, any contract, lease, agreement, commitment or other
      instrument or restriction of any kind to which the Buyer is a party, or result
      in a violation of any Law of any Governmental Authority applicable to the Buyer,
      or (ii) on the ability of the Buyer to perform its obligations hereunder or
      under the Transaction Documents.

     

    4.4 Convertible
      Notes.
      The
      Buyer owns, or will own as of the Closing, the Convertible Notes free and clear
      of all Encumbrances. 

     

    4.5 Governmental
      Consents.
      Except
      as set forth in Schedule 4.5 hereto, no consent, approval or authorization
      of,
      or registration, qualification or filing with, any Governmental Authority is
      required for the execution and delivery by the Buyer of this Agreement and
      the
      Buyer Transaction Documents to which it is a party or for the consummation
      by
      the Buyer of the transactions contemplated hereby or thereby.

     

    4.6 Broker.
      Except
      as set forth in Schedule 4.6, the Buyer has not retained, utilized or been
      represented by any broker, agent, finder or other intermediary in connection
      with the negotiation or consummation of this Agreement or of the transactions
      contemplated by this Agreement.

     

    4.7 Litigation.
      Except
      as set forth on Schedule 4.7 hereto, no claim, action, suit, proceeding or
      investigation whether civil or criminal, in law or equity, before any
      arbitration or Governmental Authority is pending or threatened in writing:
      (i)
      against Buyer, (ii) relating to or affecting the ability of Buyer to execute
      this Agreement or the Buyer’s Transaction Documents or consummate the
      transactions contemplated herein or therein, or (iii) which questions the
      validity of this Agreement or any of the Buyer’s Transaction Documents or
      challenges any of the transactions contemplated hereby or thereby, nor to
      Buyer’s knowledge is there any basis for any such action, suit, proceeding or
      investigation. None of the matters set forth in Schedule 6.6 hereto, either
      individually or in the aggregate, could reasonably be expected to have a
      Material Adverse Effect.

     

    4.8 Investment
      Matters.
      Buyer
      (A) understands that the Shares have not been, and will not be, registered
      under
      the Securities Act, or under any state securities laws, and are being offered
      and sold in reliance upon federal and state exemptions for transactions not
      involving any public offering, (B) is acquiring the Shares solely for its own
      account for investment purposes, and not with a view to the distribution
      thereof, (C) is a sophisticated investor with knowledge and experience in
      business and financial matters, (D) has received certain information concerning
      the Seller and the Parent and has had the opportunity to obtain additional
      information as desired in order to evaluate the merits and the risks inherent
      in
      purchasing the Shares, (E) is able to bear the economic risk and lack of
      liquidity inherent in holding the Shares, and (F) is an “Accredited Investor”
within the meaning of Regulation D promulgated under the Securities
      Act.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    4.9 Acknowledgement
      by Buyer.
      Buyer
      acknowledges and agrees that it has conducted its own independent review and
      analysis of, and, based thereon, has formed an independent judgment concerning,
      the business, assets, condition, operations and prospects of the Parent and
      the
      Seller. In entering into this Agreement, Buyer has relied solely upon its own
      investigation and analysis, and Buyer: (a) acknowledges that, other than as
      set
      forth in this Agreement, the Schedules hereto and the certificates delivered
      pursuant hereto, none of the Seller, the Parent, nor any of their respective
      directors, officers, employees, Affiliates, agents or representatives makes
      or
      has made any representation or warranty, either express or implied, (i) as
      to
      the accuracy or completeness of any of the information provided or made
      available to Buyer or its agents or representatives prior to the execution
      of
      this Agreement, and (ii) with respect to any projections, forecasts, estimates,
      plans or budgets of future revenues, expenses or expenditures, future results
      of
      operations (or any component thereof), future cash flows (or any component
      thereof) or future financial condition (or any component thereof) of the Parent
      or Seller; (b) agrees, to the fullest extent permitted by law (except with
      respect to claims of fraud), that none of the Seller, the Parent, nor any of
      their respective Affiliates, managers, directors, officers, employees,
      equityholders, agents or representatives of the Seller, the Parent or their
      respective Affiliates shall have any direct personal liability or responsibility
      whatsoever to Buyer on any basis (including contract, tort, or otherwise) based
      upon any information provided or made available, or statements made, to Buyer
      prior to the execution of this Agreement; and (c) acknowledges that it is not
      aware of any facts or circumstances concerning the Seller or the Parent which
      would result in any representation, warranty or covenant contained herein being
      untrue or inaccurate in any respect.

     

    ARTICLE
      5

    COVENANTS

     

    5.1 Operations
      Prior to the Closing Date.
      Except
      as set forth on Schedule 5.1 and except as otherwise permitted by the prior
      written consent of Buyer, during the period from the date of this Agreement
      to
      the Closing Date: (i) the business of Seller shall be conducted only in the
      Ordinary Course; and (ii) Seller and Parent shall use their commercially
      reasonable efforts to preserve the business of Seller substantially intact,
      to
      preserve the value of the assets and properties, wherever located, that are
      material to Seller in existence on the date hereof, to comply with all Laws
      and
      requirements of any Governmental Authority applicable to Seller and to preserve
      the present relationships of Seller with customers, suppliers and other persons
      with which Seller has business relations. 

     

    5.2 Preserve
      Accuracy of Representations and Warranties.
      Each of
      the Parties hereto shall refrain from taking any action which would render
      any
      representation or warranty contained in Articles 3 or 4 of this Agreement
      inaccurate as of the Closing Date. Each Party hereto shall promptly notify
      the
      other of any proceeding that shall be instituted or threatened against such
      party to restrain, prohibit or otherwise challenge the legality of the
      Contemplated Transactions. Seller and Parent shall promptly notify the Buyer
      of
      (a) any proceeding that may be threatened, brought, asserted or commenced
      against it which if such proceeding had arisen prior to the date hereof would
      have been required to be disclosed to Buyer hereunder; (b) any fact which,
      if
      known on the date of this Agreement, would have been required to be set forth
      or
      disclosed pursuant to this Agreement; and (c) any actual, impending or
      threatened breach of any of the representations and warranties contained in
      this
      Agreement and with respect to the latter, shall use their commercially
      reasonable best efforts to remedy such actual, impending or threatened
      breach.

     

    
      
        
        

      

      
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    5.3 Access
      to Information.
      From
      and after the date hereof, the Parent and Seller shall give, or cause to be
      given, to Buyer and its representatives, employees and financing sources, timely
      access to all of its the titles, contracts, books, records, files, documents,
      and personnel as the Buyer shall reasonably request relating to the Seller
      or
      the Business, furnish to the Buyer all such information concerning the Seller
      or
      the Business as the Buyer reasonably may request and cause its independent
      public accountants to permit Buyer and its representatives to examine all
      records and working papers relating to Seller in order to permit an independent
      accounting firm selected by the Buyer to conduct an audit of the Business’s
      financial statements in a diligent manner. Unless and until the Closing shall
      occur, the Buyer shall maintain the confidentiality of (and not use except
      in
      furtherance of the Contemplated Transactions) all Confidential Information
      which
      it may receive as a result of such access. 

     

    5.4 [Intentionally
      omitted] 

     

    5.5 Best
      Efforts.
      Each
      Party shall use its commercially reasonable best efforts to satisfy timely
      each
      of the conditions to be satisfied by it as provided in Articles 7 and 8 of
      this
      Agreement.

     

    5.6 Expenses.
      Except
      as otherwise set forth herein, Buyer on the one hand, and Seller and Parent
      on
      the other hand, shall each bear their own respective expenses incurred in
      connection with the preparation, execution, delivery and performance of this
      Agreement and the Transaction Documents and in connection with all obligations
      required to be performed by each of them under this Agreement and the
      Transaction Documents, whether or not the transactions contemplated hereby
      and
      thereby are consummated. 

     

    5.7 Public
      Announcements.
      Seller,
      Parent and Buyer shall consult with each other before issuing any press release,
      public announcement or other public statement concerning the contemplated
      Transactions or any transaction contemplated by this Agreement or any of the
      Transaction Documents, and shall not issue any such public announcement, press
      release or public statement prior to such consultation, except as may be
      required by law. Copies of any such announcement or filings shall be delivered
      to the other parties hereto prior to release.

     

    5.8 Information
      Statement.
      

     

    (a) As
      promptly as reasonably practicable following the date of this Agreement, Parent
      shall (i) seek the written consent of Michael S. Egan and certain of his
      Affiliates or related parties, in their capacity as stockholders of the Parent,
      to the approval of this Agreement and the Contemplated Transactions and (ii)
      with the assistance of Buyer, prepare and mail an information statement to
      be
      sent to the stockholders of Parent in connection with obtaining stockholder
      approval of the Contemplated Transactions (as amended or supplement, the
“Information
      Statement”).
      Buyer
      and Parent will cooperate with each other in the preparation of the Information
      Statement. Without limiting the generality of the foregoing, (i) Parent will
      provide Buyer with a reasonable opportunity to review and comment on the
      Information Statement and (ii) Buyer will furnish to Parent true and correct
      information relating to it and its arrangements with Parent management required
      by applicable securities laws to be set forth in the Information
      Statement.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (b) Parent
      agrees that none of the information supplied or to be supplied by Parent for
      inclusion or incorporated by reference in the Information statement will, at
      the
      date it is first mailed to the stockholders of Parent, contain any untrue
      statement of a material fact or omit to state any material fact required to
      be
      stated therein or necessary in order to make the statement therein, in the
      light
      of the circumstances under which they are made, not misleading.

     

    (c) Parent
      shall use its reasonable best efforts, after consultation with Buyer, to resolve
      all SEC comments with respect to the Information Statement as promptly as
      practicable after receipt thereof. Each of Buyer and Parent agree to correct
      any
      information provided by it for use in the Information Statement which shall
      have
      become false or misleading. Parent shall as soon as reasonably practicable
      notify Buyer of the receipt of any comments from or other correspondence with
      the SEC staff with respect to the Information Statement and any request by
      the
      SEC for any amendment to the Information Statement or for additional information
      (and promptly deliver a copy of such comments, correspondence or request to
      Buyer). Parent shall use its reasonable best efforts to cause the Information
      Statement to be mailed to Parent’s stockholders as promptly as practicable after
      the Information Statement is cleared by the SEC.


     

    ARTICLE
      6

    POST-CLOSING
      COVENANTS

     

    6.1 Transferred
      Employees.

     

    (a) Offer
      of Employment.
      Subject
      to and in accordance with the provisions of this Section 6.1, Buyer shall,
      effective upon the Closing, offer full-time employment to each of the Seller’s
      employees employed by Seller as of the Closing Date, as listed on Schedule
      6.1
      hereof (the “Seller
      Employees”),
      that
      Buyer, in its sole discretion, elects to offer employment, on terms and
      conditions substantially equivalent to the terms and conditions of employment
      and benefits as previously provided to such Seller Employees. Buyer shall hire
      all of the Seller Employees who accept such offer. Buyer will deliver to Parent
      a list of all of the Seller Employees who have accepted an offer of employment
      from Buyer promptly after the Closing. Each of the Seller Employees who actually
      becomes a full-time employee of Buyer upon the Closing is hereinafter referred
      to as a “Transferred
      Employee.”

     

    (b) Transition.
      The
      employment of each Transferred Employee by Seller shall end effective as of
      the
      close of business on the day before the Closing Date and the employment of
      the
      Transferred Employees by Buyer shall commence at or after 12:01 a.m. on the
      Closing Date.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (c) Retention
      of Employees Prior to Closing.
      Seller
      shall expend its reasonable efforts to assist Buyer in securing the employment
      on the Closing Date of the Seller Employees; provided, however, that Seller
      shall not be required to incur any financial obligation beyond continuing to
      pay
      for current employee compensation and benefits prior to the Closing in
      connection with the foregoing unless otherwise required by this
      Agreement.

     

    (d) Employees
      Other than Transferred Employees.
      Seller
      shall retain responsibility for Seller Employees that are neither offered nor
      accepted employment with Buyer. All liabilities or obligations to any Seller
      Employee resulting from Buyer’s failure to offer employment to any Seller
      Employee shall be and remain the sole responsibility and liability of the
      Seller.

     

    6.2 Covenant
      Not to Compete.

     

    (a) Parent
      and Seller acknowledge and recognize the highly competitive nature of the
      industry in which Seller and the Business operate. Accordingly, in consideration
      of the premises contained herein and the consideration to be received hereunder,
      neither Seller nor Parent shall, during the Non-Competition Period (as defined
      below), anywhere in the World: (i)
      directly
      or indirectly engage, whether or not such engagement shall be as a member,
      partner, stockholder, affiliate or other participant, in any Competitive
      Business (as defined herein), or represent in any way any Competitive Business,
      whether or not such engagement or representation shall be for profit;
      (ii)
      knowingly or intentionally interfere with, disrupt or attempt to disrupt the
      relationship, contractual or otherwise, between Buyer and any other person
      or
      entity, including, without limitation, any customer, supplier, employee or
      consultant of Buyer with respect to the Business; (iii)
      induce
      any employee of Buyer to terminate his or her employment with Buyer or to engage
      in any Competitive Business in any manner described in the foregoing clause
      (i);
      or (iv)
      affirmatively assist or induce any other person or entity to engage in any
      Competitive Business in any manner described in the foregoing clause (i).
      Anything contained in this Section 6.3 to the contrary notwithstanding, an
      investment by Seller or Parent in any publicly traded company in which either
      Seller or Parent and their affiliates exercise no operational or strategic
      control and which, collectively, constitutes less than 5% of the capital of
      such
      entity shall not constitute a breach of this Section 6.3.

     

    (b) As
      used
      herein, “Non
      Competition Period”
shall
      mean the period commencing on the Closing Date hereof and terminating five
      (5)
      years from the Closing Date.

     

    (c) “Competitive
      Business”
shall
      mean any business engaged in the development, sales and support of domain name
      registrations for the travel related industry or that is substantially similar
      to the services and products offered by the Seller as of the date hereof.


     

    (d) Seller,
      Parent and Buyer recognize and acknowledge that the restrictions set forth
      herein are reasonable as to form and scope. Notwithstanding the foregoing,
      it is
      the desire and intent of the parties that the provisions of this Section 6.2
      shall be enforced to the fullest extent permissible under the laws and public
      policies applied in each jurisdiction in which enforcement is sought.
      Accordingly, if any particular provision of this Section 6.2 shall be
      adjudicated to be invalid or unenforceable, such provision shall be deemed
      amended to (i) delete therefrom the portion thus adjudicated to be invalid
      or
      unenforceable, such deletion to apply only with respect to the operation of
      such
      provision in the particular jurisdiction in which such adjudication is made
      or
      (ii) otherwise to render it enforceable in such jurisdiction.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (e) Each
      of
      Buyer, Seller and Parent acknowledges and understands that the provisions of
      this Section 6.2 are of a special and unique nature, the loss of which cannot
      be
      adequately compensated for in damages by an action at law, and that the breach
      or threatened breach of the provisions of this Section 6.2 would cause the
      Buyer
      irreparable harm. In the event of a breach or threatened breach by Seller or
      Parent of the provisions of this Agreement, the Buyer shall be entitled to
      an
      injunction restraining Seller and Parent from such breach without requirement
      to
      post bond or otherwise prove damage. Nothing contained in this Section 6.2
      shall
      be construed as prohibiting the Buyer from or limiting the Buyer in pursuing
      any
      other remedies available for any breach or threatened breach of this
      Agreement.

     

    6.3 Further
      Assurances.
      At any
      time and from time to time after the Closing Date, each Party shall, without
      further consideration, execute and deliver to the other such other instruments
      of transfer and assumption and shall take such other action as the other may
      reasonably request to carry out the transactions contemplated by this Agreement.
      Seller and Parent agree to perform all acts that are reasonably within their
      purview, authority and/or ability and deliver all documents reasonably requested
      by Buyer to perfect and confirm Buyer’s rights to the Shares and the Purchased
      Assets.

     

    6.4 Registration
      Rights.
      The
      Shares shall have the registration rights set forth on Schedule 6.4 attached
      hereto and made a part hereof.


     

    ARTICLE
      7

    CONDITIONS
      PRECEDENT TO BUYER’S OBLIGATIONS

     

    The
      obligation of the Buyer to consummate the Closing and to make all payments
      of
      the Purchase Price shall be subject to the satisfaction at or prior to the
      Closing of each of the following conditions (to the extent noncompliance is
      not
      waived in writing by the Buyer):

     

    7.1 Representations
      and Warranties True at Closing; Compliance with Covenants; Corporate
      Approvals.

     

    (a) The
      representations and warranties made by Seller and Parent in or pursuant to
      this
      Agreement shall be true and correct in all material respects as of the date
      hereof and as of the Closing Date with the same effect as though such
      representations and warranties had been made or given at and as of the Closing
      Date (except for representations and warranties that speak as of a specific
      date, which shall be true and correct as of such specific date);

     

    (b) Seller
      and Parent shall each have performed and complied in all material respects
      with
      all of their covenants, obligations and conditions under this Agreement to
      be
      performed or complied with by each of them on or prior to the
      Closing;

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (c) All
      corporate approvals necessary to authorize the Contemplated Transactions shall
      have been obtained by Seller and Parent.

     

    (d) Seller
      and Parent shall have delivered to Buyer (i) a certificate of good standing
      of
      Seller and Parent, as of the most recent practicable date, from the Secretary
      of
      State of the states of incorporation of each of Seller and Parent; and (ii)
      certificates from the Secretary of State of the appropriate official in each
      state in which such Seller and Parent is qualified to do business to the effect
      that Seller and Parent are in good standing in such state; in each case, dated
      as of a date not more than 5 Business Days prior to the Closing
      Date.

     

    7.2 Consents.
      Seller,
      Parent and Buyer shall have obtained all necessary material consents of third
      parties to the Contemplated Transactions, including, without limitation, any
      consents required by the Contracts and any required consents of any creditors,
      lessors, suppliers and Governmental Authorities, including without limitation,
      those set forth in Schedules 3.3 and 3.6.

     

    7.3 No
      Litigation.
      No
      restraining order or injunction shall prevent the transactions contemplated
      by
      this Agreement and no action, suit or proceeding shall be pending or threatened
      before any court or administrative body: (a) in which it will be or is sought
      to
      restrain or prohibit or obtain damages or other relief in connection with this
      Agreement or the consummation of the transactions contemplated hereby or (b)
      in
      connection with any claim for damages in excess of $100,000 against the Parent
      or Seller.

     

    7.4 Governmental
      Permits and Approvals.
      The
      Parties shall have received all necessary Permits and approvals from any
      Governmental Authority.

     

    7.5 No
      Material Adverse Change.
      There
      shall not have occurred a Material Adverse Effect with respect to the Parent
      or
      the Seller since the Balance Sheet Date.

     

    7.6 Parent
      Transaction Documents.
      Buyer
      shall have received all Parent Transaction Documents duly executed by Seller
      and
      the Parent, as applicable. 

     

    7.7 Proceedings
      and Documents Satisfactory.
      All
      proceedings in connection with the transactions contemplated by this Agreement
      and all certificates and documents delivered to the Buyer in connection with
      the
      transactions contemplated by this Agreement shall be satisfactory in all
      reasonable respects to the Buyer and its counsel and the Buyer shall have
      received the originals or certified or other copies of all such records and
      documents as the Buyer may reasonably request.

     

    7.8 Fairness
      Opinion.
      Parent
      and Seller shall have received a favorable fairness opinion from Hatcher Johnson
      Valuations, Inc.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      8

    CONDITIONS
      PRECEDENT TO OBLIGATIONS 

    OF
      SELLER AND PARENT

     

    The
      obligation of Seller and Parent to consummate the Closing shall be subject
      to
      the satisfaction, at or prior to the Closing, of each of the following
      conditions (to the extent noncompliance is not waived in writing by Seller
      and
      Parent):

     

    8.1 Representations
      and Warranties True at Closing; Compliance with Covenants; Corporate
      Approvals.

     

    (a) The
      representations and warranties made by Buyer in this Agreement shall be true
      and
      correct in all material respects as of the date hereof and as of the Closing
      Date with the same effect as though such representations and warranties had
      been
      made or given at and as of the Closing Date (except for representations and
      warranties that speak as of a specific date, which shall be true and correct
      as
      of such specific date);

     

    (b) Buyer
      shall have performed and complied in all material respects with all of its
      covenants, obligations and conditions under this Agreement that are to be
      performed or complied with by it at or prior to the Closing;

     

    (c) All
      shareholder approvals necessary to authorize the Contemplated Transactions
      shall
      have been obtained by Parent and (i) at least twenty (20) calendar days shall
      have elapsed from the date of mailing of the Information Statement to the
      stockholders of the Parent or (ii) if elected by Parent, at least forty (40)
      calendar days shall have elapsed from the date of mailing of notice to its
      stockholders of the “Internet Availability” of the Information Statement
      pursuant to Rule 14a-16 of the Exchange Act; and

     

    (d) Buyer
      shall have delivered a certificate of good standing of Buyer, as of the most
      recent practicable date, from the Secretary of State of the state of
      organization of Buyer. 

     

    8.2 Consents.
      Seller,
      Parent and Buyer shall have obtained any necessary material consents of third
      parties to the Contemplated Transactions including, without limitation, any
      consents required by the Contracts and any required consents of any creditors,
      suppliers and Governmental Authorities, including, without limitation, those
      set
      forth in Schedules 3.3 and 3.6.

     

    8.3 No
      Litigation.
      No
      restraining order or injunction shall prevent the transactions contemplated
      by
      this Agreement and no action, suit or proceeding shall be pending or threatened
      before any court or administrative body in which it will be or is sought to
      restrain or prohibit or obtain damages or other relief in connection with this
      Agreement or the consummation of the transactions contemplated
      hereby.

     

    8.4 Governmental
      Permits and Approvals.
      The
      parties shall have received all necessary approvals from any Governmental
      Authority.

     

    8.5 Purchase
      Price.
      Buyer
      shall have delivered to the Seller and Parent the Purchase Price.

     

    8.6 Buyer
      Transaction Documents.
      Seller
      and Parent shall have received all Buyer Transaction Documents duly executed
      by
      Buyer.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    


     

    8.7 Proceedings
      and Documents Satisfactory.
      All
      proceedings in connection with the transactions contemplated by this Agreement
      and all certificates and documents delivered to Seller or Parent in connection
      with the transactions contemplated by this Agreement (including expiration
      of
      the applicable waiting period after distribution of the Information Statement
      to
      Parent’s stockholders) shall be satisfactory in all reasonable respects to
      Seller, Parent and their counsel, and Seller and Parent shall have received
      the
      originals or certified or other copies of all such records and documents as
      the
      Seller or Parent may reasonably request.

     

    8.8 Employment
      Termination Agreements.
      Parent
      and Seller shall have received Agreements in form and substance satisfactory
      to
      it, agreeing to the mutual termination of the Parent’s employment agreements
      with each of Michael Egan, Edward Cespedes and Robin Segaul
      Lebowitz.

     

    8.9 Fairness
      Opinion.
      Parent
      and Seller shall have received a favorable fairness opinion from Hatcher Johnson
      Valuations, Inc.

     

    ARTICLE
      9

    INDEMNIFICATION

     

    9.1 Survival
      of Representations and Warranties.
      The
      representations and warranties of the Parties hereto contained in this
      Agreement, the Transaction Documents or otherwise made in writing in connection
      with the Contemplated Transactions (in each case except as affected by the
      transactions contemplated by this Agreement) shall be deemed material and,
      notwithstanding any pre-Closing investigations, examinations, or prior knowledge
      of Buyer or any due diligence conducted by Buyer, shall be deemed to have been
      relied on by the Buyer and shall survive the consummation of the transactions
      contemplated hereby and the payment of the Purchase Price until 5:00 p.m. EST
      on
      the date that is one (1) year following the Closing Date (such period, the
      “Indemnification
      Period”),
      and
      thereafter until resolved if a claim in respect thereof has been made prior
      to
      such date); provided that the representations and warranties set forth in
      Sections 3.10 shall survive the Closing Date until the expiration of the statute
      of limitations applicable to the matters set forth therein and the
      representations and warranties set forth in Section 3.2(b) and Section 3.12(a)
      shall survive indefinitely. Covenants and agreements made by the Seller and
      Buyer herein shall survive indefinitely unless otherwise provided herein or
      therein. 

     

    9.2 Indemnity
      by Seller.
      Parent
      and Seller jointly and severally agree to indemnify and hold Buyer and its
      Affiliates and their respective officers, directors, stockholder, employees
      and
      agents (collectively, the “Buyer
      Indemnified Group”)
      harmless from and with respect to any and all losses, assessments, liabilities,
      claims, damages, deficiencies, costs and expenses, including, without
      limitation, reasonable attorneys’ and accountants’ fees and disbursements
      (“Losses”)
      related to, or arising directly or indirectly out of any failure to perform
      or
      breach by either Seller or Parent of any representation or warranty, covenant,
      obligation or undertaking made by either Seller or Parent in any Transaction
      Document (including the Schedules and Exhibits hereto or thereto), or in any
      other statement, certificate or other instrument delivered pursuant hereto
      or
      thereto, or any misrepresentation contained therein.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    9.3 Indemnity
      by the Buyer.
      The
      Buyer agrees to indemnify and hold the Parent and the Seller and their
      respective officers, directors, stockholder, employees and agents (collectively,
      the “Seller
      Indemnified Group”)
      harmless from and with respect to any and all Losses related to, or arising
      directly or indirectly out of, any failure to perform or breach by the Buyer
      of
      any representation or warranty, covenant, obligation (including as to the
      Assumed Liabilities) or undertaking made by the Buyer in any Transaction
      Document (including the Schedules and Exhibits hereto and thereto), or in any
      other statement, certificate or other instrument delivered pursuant hereto
      hereto or thereto, or any misrepresentation contained therein.

     

    9.4 Claims.

     

    (a) Notice.
      Any
      Party seeking indemnification hereunder (the “Indemnified
      Party”)
      shall
      promptly notify the other Party hereto (the “Indemnifying
      Party”)
      of any
      action, suit, proceeding, claim, demand, assessment, judgment, cost, expense
      or
      breach (a “Claim”)
      with
      respect to which the Indemnified Party claims indemnification hereunder, by
      delivering a written notice thereof together with a statement setting forth
      such
      information with respect to such Claim as the Indemnified Party shall then
      have
      (an “Indemnification
      Notice”)
      provided that failure of the Indemnified Party to give an Indemnification Notice
      shall not relieve the Indemnifying Party of its obligations under this Section
      9.4 except to the extent, if at all, that such Indemnifying Party shall have
      been prejudiced thereby in its ability to defend the suit, action, claim,
      proceeding or investigation for which such indemnification is sought by reason
      of such failure.

     

    (b) Third-Party
      Claims.
      If such
      Claim relates to any action, suit, proceeding or demand instituted against
      the
      Indemnified Party by a third party (a “Third-Party
      Claim”),
      the
      Indemnifying Party shall be entitled to participate in the defense of such
      Third-Party Claim after receipt of the Indemnification Notice from the
      Indemnified Party, as follows. Within 30 days after receipt of the
      Indemnification Notice of a particular matter from the Indemnified Party, the
      Indemnifying Party may assume the defense of such Third-Party Claim, in which
      case the Indemnifying Party shall have the authority to negotiate, compromise
      and settle such Third-Party Claim, if and only if the following conditions
      are
      satisfied:

     

    (i) the
      Indemnifying Party shall have confirmed in writing that it is obligated
      hereunder to indemnify the Indemnified Party with respect to such Third-Party
      Claim;

     

    (ii) the
      Indemnifying Party retains counsel that is acceptable to the Indemnified Party,
      which acceptance shall not be unreasonably withheld or delayed; and

     

    (iii) the
      Indemnified Party is kept reasonably informed of such action, suit or proceeding
      at all stages thereof whether or not it is represented by separate
      counsel.

     

    However,
      notwithstanding the preceding sentence, if (a) the Indemnifying Party fails
      or
      refuses to defend the Claim then Indemnified Party may defend and/or settle
      such
      Claim, after giving notice of proposed settlement to the Indemnifying Party,
      on
      such terms as the Indemnified Party may reasonably deem appropriate and no
      such
      action taken by the Indemnified Party in defending or settling such Claim will
      release the Indemnifying Party of any obligation hereunder. Except under the
      circumstances described in the preceding sentence, the Indemnified Party will
      not enter into any settlement agreement without the consent of the Indemnifying
      Party which consent shall not be unreasonably withheld or delayed. The
      Indemnifying Party will not, without the prior written consent of the
      Indemnified Party (which will not be unreasonably withheld), enter into any
      settlement of a Claim, if pursuant to or as a result of such settlement,
      injunctive or other equitable relief will be imposed against the Indemnified
      Party or if such settlement does not expressly unconditionally release the
      Indemnified Party from all liabilities or obligations with respect to such
      Claim, with prejudice. The Indemnified Party and the Indemnifying Party will
      cooperate with the each other in the defense, compromise or settlement of any
      Claim for which indemnification is sought.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    9.5 Cooperation.
      If
      requested by the Indemnifying Party, the Indemnified Party shall cooperate
      to
      the extend reasonably requested in the defense or prosecution of any suit,
      action, demand, assessment, judgment, claim, proceeding or investigation for
      which such Indemnifying Party is being called upon to indemnify the Indemnified
      Party pursuant to this Article 9, and the Indemnified Party shall furnish such
      records, information and testimony and attend all such conferences, discovery
      proceedings, hearing, trials and appeals as may be reasonably requested in
      connection therewith and, if appropriate, the Indemnified Party shall make
      any
      counterclaim against the party asserting such suit, action, demand, assessment,
      judgment, claim, proceeding or investigation or any cross-complaint against
      any
      person in connection therewith and the Indemnified Party further agrees to
      take
      such other actions as reasonably may be requested by an Indemnifying Party
      to
      reduce or eliminate any Loss for which the Indemnifying Party would have
      responsibility, but the Indemnifying Party will reimburse the Indemnified Party
      for any fees or expenses incurred by it in so cooperating or acting at the
      request of the Indemnifying Party.

     

    9.6 Limitations
      on Indemnification.

     

    (a) Subject
      to Section 9.6(c) below, Parent and Seller’s maximum aggregate combined
      liability to the Buyer Indemnified Group for indemnification (including costs
      incurred in the defense of such claim) under Section 9.2 shall not exceed
      $2,000,000. 

     

    (b) No
      member
      of the Buyer Indemnified Group shall be entitled to indemnification pursuant
      to
      Section 9.2 unless and until the aggregate Losses incurred by all members of
      the
      Buyer Indemnified Group in respect of all claims under Section 9.2 collectively
      exceeds $100,000 whereupon the Buyer Indemnified Group shall only be entitled
      to
      indemnification hereunder (subject to the other provisions of this Article
      IX)
      from the Seller for all such Losses incurred by the Buyer Indemnified Group
      in
      excess of such $100,000 threshold. 

     

    (c) The
      amount of any Losses for which indemnification is provided for under this
      Agreement shall be reduced by (i) any amounts realizable by the Indemnified
      Person as a result of any indemnification, contribution or other payment by
      any
      third party, (ii) any insurance proceeds or other amounts realizable by the
      Indemnified Person from third parties with respect to such Losses, and (iii)
      any
      Tax benefit realizable to the Indemnified Person from the incurrence or payment
      of any such Losses. In computing the amount of any such Tax benefit, the
      Indemnified Party shall be deemed to fully utilize, at the highest marginal
      Tax
      rate then in effect, all Tax items arising from the incurrence or payment of
      any
      indemnified Losses. 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    (d) The
      Indemnified Person agrees to take commercially reasonable actions to mitigate
      all Losses and to timely make and diligently pursue any claims for insurance,
      Tax benefits and/or other payments available from third parties with respect
      to
      Losses for which it will seek indemnification hereunder. The Indemnifying Person
      shall be subrogated to the Indemnified Person’s rights of recovery to the extent
      of any Losses satisfied by the Indemnifying Person. The Indemnified Person
      shall
      execute and deliver such instruments and papers as are necessary to assign
      such
      rights and assist in the exercise thereof, including access to the books and
      records of the Parent and Seller.

     

    (e) The
      limitations set forth in Sections 9.6(a) and (b) shall not apply to any Losses
      arising from actual fraud on the part of the Indemnifying Party. 

     

    9.7 Sole
      Remedy.
      After
      the Closing, the indemnification provided in this Article 9 (including all
      limitations contained herein) shall be the sole and exclusive remedy for all
      matters relating to this Agreement, the transactions contemplated hereby, the
      ownership of the Shares of the Parent by Seller and for the breach of any
      representation, warranty, covenant or agreement contained herein. 

     

    9.8 Adjustment.
      Any
      payment of indemnification amount under this Article 9 shall be accounted for
      as
      an adjustment to the Purchase Price.

     

    ARTICLE
      10

    TERMINATION

     

    10.1 Termination.
      

     

    (a) Anything
      contained in the Transaction Documents to the contrary notwithstanding, this
      Agreement may be terminated at any time prior to the Closing Date:

     

    (i) by
      the
      mutual consent of Buyer and Parent; or

     

    (ii) by
      Buyer
      or Parent (the “Terminating
      Party”)
      if the
      Closing shall not have occurred on or before 11:59 p.m. on September 15, 2008
      (or such later date as may be mutually agreed to by Buyer and the Parent);
      provided that if the Closing shall not have occurred as a result of the willful
      act or omission of one of the Parties, then such Terminating Party may not
      terminate this Agreement pursuant to this Section 10.1(a).

     

    (b) Seller
      and Parent may, on or prior to the Closing Date, terminate this Agreement
      without liability if:

     

    (i) there
      shall have been a material breach of any representations or warranties set
      forth
      in this Agreement on the part of Buyer or if any representations or warranties
      of Buyer shall have become untrue, provided that neither Seller nor Parent
      have
      materially breached any of their obligations hereunder;

     

    (ii) there
      shall have been a material breach by Buyer of any of its covenants of agreements
      hereunder and such breach would materially and adversely affect the ability
      Buyer, Parent or Seller to consummate the transactions contemplated by this
      Agreement, and Buyer has not cured such breach within ten (10) Business Days
      after notice by Parent thereof setting forth in reasonable detail the nature
      of
      such breach; provided that neither Seller nor Parent has materially breached
      any
      of their obligations hereunder; or

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (iii) any
      condition to Closing set forth in Article 8 shall not have been fulfilled by
      Buyer or waived by Parent by the Closing Date.

     

    (c) Buyer
      may, on or prior to the Closing Date, terminate this Agreement without liability
      if:

     

    (i) there
      shall have been a material breach of any representations or warranties set
      forth
      in this Agreement on the part of either Seller or Parent or if any
      representations or warranties of either Seller or Parent shall have become
      untrue to the extent it would have a Material Adverse Effect provided that
      Buyer
      has not materially breached any of its obligations hereunder;

     

    (ii) there
      shall have been a material breach by Parent or Seller of one or more of their
      respective covenants or agreements hereunder having a Material Adverse Effect
      on
      Parent or the Business or materially adversely affecting (or materially
      delaying) the ability of Parent and Buyer to consummate transactions
      contemplated by this Agreement, and neither Seller nor Parent has cured such
      breach within 10 Business Days after notice by Buyer thereof setting forth
      in
      reasonable detail the nature of such breach, provided that Buyer has not
      materially breached any of its obligations hereunder;

     

    (iii) any
      condition to Closing set forth in Article 7 shall not have been fulfilled or
      waived by Buyer by the Closing Date.

     

    10.2 Notice
      of Termination.
      Any
      Party desiring to terminate this Agreement pursuant to Section 10.1(a)(ii),
      10.1(b) or 10.2 shall give written notice of such termination to the other
      Party
      to this Agreement specifying the reason for such termination.

     

    10.3 Effect
      of Termination.
      In the
      event that this Agreement shall be terminated pursuant to Section 10.1, each
      Party shall pay all expenses incurred by it in connection with this Agreement,
      and no Party shall have any further obligations or liability for any damages
      or
      expenses under this Agreement. In the event of any termination, all further
      obligations of the parties under this Agreement (other than those provisions
      which by their terms are intended to survive termination, including, without
      limitation, this Article 10) shall be terminated without further liability
      of
      any Party to the other; provided, however, that nothing contained herein shall
      be construed to prevent any Parties hereto from pursuing any remedy available
      at
      law or in equity for any breach, violation, default or other failure of
      performance of any other Party hereto prior to Closing.

     

    ARTICLE
      11

    GENERAL

     

    11.1 Notices.
      All
      notices, demands and other communications hereunder shall be in writing or
      by
      written telecommunication, and shall be deemed to have been duly given if
      delivered personally or if mailed by certified mail, return receipt requested,
      postage prepaid, or if sent by overnight courier, or sent by written
      telecommunication, as follows:

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    If
      to the
      Parent or Seller:

    


    theglobe.com,
      Inc.

    110
      East
      Broward Boulevard

    Suite
      1400

    Ft.
      Lauderdale, FL 33301

    Attention:
      Robin Segaul Lebowitz

    Fax:
      

    


    with
      copies to:

    


    Attn:
      Donald E. “Rocky” Thompson II

    Stearns
      Weaver Miller Weissler Alhadeff &Sitterson, P.A.

    200
      East
      Las Olas Boulevard, Suite 2100

    Ft.
      Lauderdale, FL 33301

    Telephone:
      (954) 766-9701

    Fax:
      (954) 766-9712

    dthompson@swmwas.com

     

    If
      to the
      Buyer, to:

    


    The
      Registry Management Company, LLC

    110
      East
      Broward Boulevard

    Suite
      1400

    Ft.
      Lauderdale, FL 33301

    Attention:
      Edward A. Cespedes

    Fax:

     

    with
      copies to:

    


    William
      J. Gross, Esq.

    Tripp
      Scott, P.A.

    110
      S.E.
      6th Street

    15th
      Floor

    Fort
      Lauderdale, FL 33301

    Fax:
      954-761-8475

    wjg@trippscott.com

    


    Any
      such
      notice shall be effective (a) if delivered personally, when received, (b) if
      sent by overnight courier, when receipted for, (c) if mailed, five (5) days
      after being mailed as described above, and (d) if sent by written
      telecommunication, when dispatched; provided that notice is sent simultaneously
      via another permitted method.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    11.2 Entire
      Agreement.
      This
      Agreement, together with the other Transaction Documents, contain the entire
      understanding of the parties, supersedes all prior agreements and understandings
      relating to the subject matter hereof.

     

    11.3 Partial
      Invalidity.
      If any
      term or provision of this Agreement or the application hereof to any person,
      property or circumstance shall, to any extent, be invalid or unenforceable,
      the
      remainder of this Agreement or the application of such term or provision to
      persons, property or circumstances other than those as to which it is invalid
      or
      unenforceable shall not be affected thereby, and each term and provision of
      this
      Agreement shall be valid and enforced to the fullest extent permitted by
      law.

     

    11.4 Amendment,
      Modification and Waiver.
      This
      Agreement shall not be altered or otherwise amended except pursuant to an
      instrument in writing signed by each of the Parties hereto. The waiver by one
      Party of the performance of any covenant, condition or promise shall not
      invalidate this Agreement, nor shall it be considered a waiver by such Party
      of
      any other covenant, condition or promise. The delay in pursuing any remedy
      or in
      insisting upon full performance for any breach or failure of any covenant,
      condition or promise shall not prevent a Party from later pursuing any remedies
      or insisting upon full performance for the same or any similar breach or
      failure.

     

    11.5 Construction.
      This
      Agreement shall be construed according to its fair meaning and neither for
      nor
      against any party hereto irrespective of which party caused the same to be
      drafted. Each of the parties acknowledges that it has been represented by an
      attorney in connection with the preparation and execution of this
      Agreement.

     

    11.6 Governing
      Law.
      The
      validity and construction of this Agreement shall be governed by the internal
      laws of the State of Florida, without giving effect to the principles of
      conflicts of laws thereof.

     

    11.7 Arbitration
      of Disputes.

     

    (a) Any
      controversy or claim arising out of, relating to, or in connection with, this
      Agreement or the Transaction Documents, or the breach, termination or validity
      thereof, shall be settled by arbitration in accordance with the Center for
      Public Resources for Non-Administered Arbitration by a sole arbitrator. The
      Parties expressly waive any right to punitive, exemplary or similar damages
      and
      the arbitrator is expressly prohibited from awarding any such damages. Judgment
      upon the award rendered by the Arbitrator shall be entered by an court having
      jurisdiction thereof. The seat of the arbitration shall be Broward County,
      Florida.

     

    (b) In
      order
      to facilitate the comprehensive resolution of related disputes, and upon request
      of any Party to the arbitration proceeding, the arbitrator may, within 90 days
      of his or her appointment, consolidate the arbitration proceeding involving
      any
      of the Parties relating to this Agreement or any Transaction Documents. The
      arbitration shall not consolidate such arbitrations unless he or she determines
      that (i) there are issues of fact or law common to the two proceedings so that
      a
      consolidated proceeding would be more efficient than separate proceedings,
      and
      (ii) one Party would be prejudiced as a result of such consolidation through
      undue delay or otherwise. In the case of a consolidated proceeding, the
      arbitration shall be conducted in the manner provided in subparagraph (a) of
      this paragraph.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    11.8 Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties hereto
      and their respective heirs, successors and permitted assigns. This Agreement
      shall be fully assignable by Buyer to any majority-owned subsidiary of Buyer
      formed for the purpose of acquiring the Purchased Assets from Seller. Except
      as
      provided herein, neither this Agreement nor the obligations of any Party
      hereunder shall be assignable or transferable by such Party without the prior
      written consent of the other Party hereto.

     

    11.9 Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    ARTICLE
      12

    CERTAIN
      DEFINITIONS

     

    As
      used
      herein the following terms not otherwise defined have the following respective
      meanings:

     

    “Accounts
      Receivable”
means
      (a) all trade accounts receivable and other rights to payment from customers
      of
      the Seller and the full benefit of all security for such accounts or rights
      to
      payment, including all trade accounts receivable representing amounts receivable
      in respect of goods or products sold or services rendered to customers of the
      Seller, (b) all other accounts or notes receivable of the Seller and the full
      benefit of all security for such accounts or notes and (c) any claim, remedy
      or
      other right related to any of the foregoing.

     

    “Accredited
      Investor”
shall
      have the meaning set forth in Section 4.8. 

     

    “Affiliate”
shall
      mean any Person directly or indirectly controlling, controlled by or under
      direct or indirect common control with the specified Person and shall include
      (a) any Person who is a director or beneficial holder of at least 10% of any
      class of the then-outstanding capital stock (or other shares of beneficial
      interest) of such Person and family members of any such Person, (b) any Person
      of which such Person or an Affiliate of such Person under clause (a) hereof
      shall, directly or indirectly, either beneficially own at least 10% of any
      class
      of the then outstanding capital stock (or other shares of beneficial interest)
      or constitute at least a 10% equity participant, and (c) in the case of a
      specified Person who is an individual, family members of such Person.
      Notwithstanding the foregoing, for purposes of this Agreement, neither Buyer
      nor
      its equity owners, shall be considered an “Affiliate” of Seller or Parent, and
      neither Seller, Parent nor its equity owners, shall be considered an “Affiliate”
of the Buyer. 

    


    “Balance
      Sheet”
shall
      have the meaning set forth in Section 3.5(b). 

    


    “Balance
      Sheet Data”
shall
      have the meaning set forth in Section 3.5(b). 

    


    “Business”
shall
      have the meaning set for in the Recitals.


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    “Business
      Day”
shall
      mean any day excluding Saturday, Sunday and any day on which banks in New York
      City are authorized by law or other governmental action to close.

    


    “Buyer
      Indemnified Group”
shall
      have the meaning set forth in Section 9.2. 

    


    “Buyer
      Transaction Documents”
shall
      have the meaning set forth in Section 4.1. 

    


    “Claim”
shall
      have the meaning set forth in Section 9.4(a).

    


    “Closing”
shall
      have the meaning set forth in Section 1.6. 

    


    “Closing
      Date”
shall
      have the meaning set forth in Section 1.6.

    


    “Confidential
      Information”
means
      all information of a propriety or confidential nature provided by one Party
      to
      another, but shall not include any information that the receiving Party can
      demonstrate: (i) was independently developed by or for the receiving party
      without reference to the Confidential Information, or was received without
      restrictions; (ii) has become generally available to the public without breach
      of confidentiality obligations of the receiving Party; (iii) was in the
      receiving Party's possession without restriction or was known by the receiving
      Party without restriction at the time of disclosure; or (iv) is the subject
      of a
      subpoena or other legal or administrative demand for disclosure; provided,
      however, that the receiving Party has given the disclosing party prompt notice
      of such demand for disclosure and the receiving Party reasonably cooperates
      with
      the disclosing party's efforts to secure an appropriate protective order of
      such
      information.

    


    “Competitive
      Business”
shall
      have the meaning set forth in Section 6.2(c). 

    


    “Contract”
shall
      mean any agreement, contract, obligation, promise, or undertaking (whether
      written or oral and whether express or implied) that is legally
      binding.

    


    “Contemplated
      Transaction”
shall
      have the meaning set forth in Section 3.1(b).

    


    “Convertible
      Notes”
shall
      have the meaning set forth in Section 1.5(b)(i).

    


    “Earn-out
      Agreement”
shall
      have the meaning set forth in Section 1.8. 

    


    “Encumbrance”
shall
      mean any charge, claim, condition, equitable interest, lien, option, pledge,
      security interest, right of first refusal, or restriction of any kind, including
      any restriction on use, voting, transfer, receipt of income, or exercise of
      any
      other attribute of ownership.

    


    “Exchange
      Act”
shall
      have the meaning set forth in Section 3.5(a). 

    


    “Financial
      Statements”
shall
      have the meaning set forth in Section 3.5(b). 

    


    “GAAP”
shall
      have the meaning set forth in Section 3.5(a)


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    “Governmental
      Authority”
shall
      mean any domestic or foreign federal, state or local agency, authority, board,
      bureau, court, instrumentality or other entity exercising executive,
      legislative, judicial, taxing, regulatory or administrative powers, in each
      case, to the extent having jurisdiction over the applicable Party.

     

    “Indemnification
      Period”
shall
      have the meaning set forth in Section 9.1. 

     

    “Indemnification
      Notice”
shall
      have the meaning set forth in Section 9.4(a). 

     

    “Indemnified
      Party”
shall
      have the meaning set forth in Section 9.4(a).

     

    “Indemnifying
      Party”
shall
      have the meaning set forth in Section 9.4(a).

     

    “Information
      Statement”
shall
      have the meaning set forth in Section 5.8. 

     

    “Intellectual
      Property”
shall
      mean all intangible assets used in or necessary to the conduct of the business
      of Seller, including, without limitation: the name “Tralliance” and all
      derivations thereof, all trade names, domain names, websites, service marks
      names, trade dress, logos, trade secrets, copyrights and registrations and
      applications therefore, designs, technical information, know-how, processes
      and
      techniques, research and development information, and supplies, plans,
      proposals, technical data, computer software, financial, marketing and business
      data, pricing and cost information, and business and marketing plans, formulas,
      devices, software or compilations of information; patents, license rights and
      sublicense rights to all patents and trademarks, and other intangible assets
      registered in the name of Seller and currently used by Seller in connection
      with, or necessary for the Business of Seller, all applications therefore and
      all licenses (as licensee or licensor) and other agreements related thereto
      as
      described on Schedule 3.8 hereto, and all of Seller’s rights to use or allow
      others to use such names, all registrations and applications for registration
      and all claims for infringement of any intellectual property and intangible
      rights relating thereto.

    


    “IRS”
shall
      man the United States Internal Revenue Service.

    


    “Laws”
shall
      mean any federal, state, local, municipal, foreign, international, multinational
      or other administrative order, constitution, law, ordinance, principle of common
      law, rule, regulation, statute or treaty or any order of any Governmental
      Authority, or any license, franchise, consent, approval, permit or similar
      right
      granted under any of the foregoing including, without limitation, all federal,
      state and local privacy laws, rules and regulations, and all other applicable
      laws of similar tenor and effect, all laws relating to occupational health
      and
      safety, equal employment opportunities, fair employment practices and
      discrimination, privacy, security and exchange of information, the Sarbanes
      Oxley Act of 2002, the Digital Millennium Copyright Act, the CAN-SPAM Act of
      2003, the Children’s Online Protection Act, the Children’s Online Privacy
      Protection Act, the Protection of Children from Sexual Predators Act, rules
      and
      regulations promulgated by the Federal Trade Commission and the Federal
      Communications Commission, and other laws, rules, and regulations, applicable
      to
      the Business or the Purchased Assets.


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    


    “Losses”
shall
      have the meaning set forth in Section 9.2. 

    


    “Material
      Adverse Effect”
shall
      mean circumstance, change in, or effect on the Business, or the Parent that,
      individually or in the aggregate is, or would reasonably be expected to be,
      materially adverse to the business, operations, assets or liabilities, results
      of operations or the financial condition of the Parent.

    


    “Non-Competition
      Period”
shall
      have the meaning set forth in Section 6.2(b). 

    


    “Ordinary
      Course”
shall
      mean the normal day to day operations of the Seller consistent with past
      practices. 

    


    “Parent
      Financial Statements”
shall
      have the meaning set forth in Section 3.5(b).

    


    “Parent
      Transaction Documents”
shall
      have the meaning set forth in Section 3.1(b).

    


    “Permits”
shall
      mean all franchises, licenses, permits, consents, authorizations, approvals
      and
      certificates, or any waiver of the foregoing, required by any person or
      organization including any Governmental Authority (as defined herein), and
      held,
      used or otherwise possessed by Seller in connection with and/or necessary to
      the
      operation of the business of Seller, to the extent transferable to Buyer under
      applicable Laws as listed on Schedule 3.9.

    


    “Permitted
      Encumbrances”
means
      (i) liens for Taxes not yet due and payable or being contested in good faith
      by
      appropriate proceedings and with respect to which adequate reserves have been
      established; (ii) rights reserved to any Governmental Authority to regulate
      the
      affected property; (iii) statutory liens of banks and rights of set-off; (iv)
      as
      to leased assets, interests of the lessors and sublessors thereof and liens
      affecting the interests of the lessors and sublessors thereof; (v) inchoate
      materialmen’s, mechanics’, workmen’s, repairmen’s or other like liens arising in
      the Ordinary Course; (vi) liens incurred or deposits made in the Ordinary Course
      in connection with workers’ compensation and other types of social security;
      (vii) licenses of trademarks or other intellectual property rights granted
      by
      the Seller in the Ordinary Course and not interfering in any material respect
      with the Ordinary Course of the Business of Seller; and (viii) as to real
      property, any encumbrance, adverse interest, constructive or other trust, claim,
      attachment, exception to or defect in title or other ownership interest
      (including, but not limited to, reservations, rights of entry, rights of first
      refusal, possibilities of reverter, encroachments, easement, rights of way,
      restrictive covenants, leases, and licenses) of any kind, which otherwise
      constitutes an interest in or claim against property, whether arising pursuant
      to any Laws, under any contract or otherwise, that do not, individually or
      in
      the aggregate, have a Material Adverse Effect on Seller’s use thereof as
      currently used in the Ordinary Course.

    


    “Person”
shall
      mean a corporation, an association, a partnership, an organization, a business,
      an individual, a limited liability company, a government or political
      subdivision thereof or a governmental agency (including without limitation,
      any
      federal, state, local or municipal regulatory or administrative
      body).

    


    “Purchase
      Price”
shall
      have the meaning set forth in Section 1.5(b).


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    


    “Related
      Party”
shall
      mean, with respect to the Buyer, any of the holders of the Convertible Notes,
      Certified Vacations Group, Inc., Labigroup Holdings, LLC and their respective
      subsidiaries, if any. Notwithstanding anything to the contrary, neither the
      Seller, the Parent nor any of its subsidiaries shall be considered Related
      Parties of the Buyer hereunder.

    


    “Relevant
      Group”
shall
      mean any combined, consolidated, affiliated, unitary or similar group of which
      either Parent or Seller is or was a member.

    


    “SEC”
shall
      have the meaning set forth in Section 3.5(a). 

    


    “SEC
      Documents”
shall
      have the meaning set forth in Section 3.5(a). 

    


    “SEC
      Financial Statements”
shall
      have the meaning set forth in Section 3.5(a). 

    


    “Seller
      Indemnified Group”
shall
      have the meaning set forth in Section 9.3. 

    


    “Shares”
shall
      have the meaning set forth in the Recitals.

    


    “Tax”
shall
      mean any federal, state, local, foreign and other income, profits, franchise,
      capital, withholding, unemployment insurance, social security, occupational,
      production, severance, gross receipts, value added, sales, use, excise, real
      and
      personal property, ad valorem, occupancy, transfer, employment, disability,
      workers’ compensation or other similar tax, duty or other governmental charge
      (including all interest and penalties thereon and additions
      thereto).

    


    “Tax
      Return”
shall
      mean any return (including any information return), report, statement, schedule,
      notice, form, declaration, claim for refund or other document or information
      filed with or submitted to, or required to be filed with or submitted to, any
      Governmental Authority in connection with the determination, assessment,
      collection or payment of any Tax or in connection with the administration,
      implementation or enforcement of or compliance with any Laws relating to any
      Tax.

    


    “Terminating
      Party”
shall
      have the meaning set forth in Section 10.1(a)(ii). 

    


    “Third-Party
      Claim”
shall
      have the meaning set forth in Section 9.4(b). 

    


    “Transaction
      Documents”
shall
      mean this Agreement and such other documents and agreements of even date
      herewith or delivered at Closing.

    


    “Transferred
      Employee”
shall
      have the meaning set forth in Section 6.1(a). 

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, and intending to be legally bound hereby, the Parties hereto
      have caused this Agreement to be duly executed and delivered as the date first
      provided above.

    


    
      	
              PARENT:

               

              theglobe.com,
                inc.

            
	 	 
	
              By:
                

            	
              /s/
                Edward A. Cespedes

            
	
              Title:
                President

            
	 
	
              SELLER:

               

              TRALLIANCE
                CORPORATION

            
	 	 
	
              By:

            	
              /s/
                Edward A. Cespedes

            
	
              Title:
                President

            
	 
	
              BUYER:

               

              THE
                REGISTRY MANAGEMENT COMPANY, LLC.

            
	 	 
	
              By:

            	
              /s/
                Michael S. Egan 

            
	
            	
              Title:
                Manager

            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    Schedule
      6.4

    Registration
      Rights


    


    1.1 Demand
      Registration; Limitation.
      At any
      time after the first anniversary of the date hereof, the holders (the
“Holders”)
      of a
      majority of the shares of Common Stock shall be entitled to deliver written
      notice to the Parent demanding the registration of all Registrable Securities
      (as hereinafter defined) or such lesser number as the Holders may elect. Upon
      the written request of such Holders, the Parent shall use its commercial
      reasonable best efforts to cause to be registered under the 1933 Act all of
      such
      Registrable Shares. The Holders whom elect to participate in the registration
      (or a registration pursuant to Section 1.2 below) are called “Participating
      Holders.”
The
      term “Registrable
      Securities”
shall
      mean shares of the Common Stock issued pursuant to this Agreement, together
      with
      any shares of Common Stock issued or issuable by way of a stock dividend or
      stock split or in connection with any recapitalization, merger, consolidation
      or
      other reorganization; provided that the term “Registrable Securities” shall not
      include shares of Common Stock which have been either: (i) publicly resold
      pursuant to Rule 144 promulgated under the 1933 Act or (ii) are eligible for
      sale under Rule 144(k) of the 1933 Act. The Holders of the Registrable
      Securities may exercise the rights described in this Section 1.1 a total of
      one
      time only. Notwithstanding any demand by the Holders hereunder, the Parent
      shall
      not be required to effect any such registration, and may delay any such
      registration, at anytime during which: (i) the Parent has pending, or reasonably
      anticipates filing within forty five (45) days of receipt of a demand for
      registration hereunder, its own registration statement for the public offering
      of shares of Common Stock by the Parent; (ii) has pending, or has received
      a
      notice of demand registration relating to, a registration statement for the
      offer and sale of Common Stock by selling shareholders pursuant to registration
      rights outstanding (or hereinafter granted) in favor of other security holders;
      or (iii) the Parent’s Board of Directors determines, in its good faith
      discretion, that such registration may have a material adverse effect on the
      Parent or its plans or prospects; provided that, in any of such events, the
      Holders shall continue to have a demand right and the Parent shall promptly
      notify the Holders of the foregoing and provide the Holders with an estimate
      of
      when they may exercise such demand registration again; and provided further
      that
      solely in the event of clause (iii) above, (x) the Parent’s ability to delay
      such registration shall be limited to durations of not longer than ninety (90)
      days and (y) the Parent shall not delay more than once during any twelve month
      period. 


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    


    1.2 Piggy-Back
      Registration Rights.
      If at
      any time hereafter, the Parent shall prepare and file one or more registration
      statements under the 1933 Act, with respect to a public offering of equity
      or
      debt securities of the Parent, or of any such securities of the Parent held
      by
      its security holders, other than registration statements on forms S-4 or S-8
      (or
      their successor forms), the Parent will include in any such registration
      statement such information as is required, and such number of Registrable
      Securities held by the Participating Holders thereof as may be requested by
      them, to permit a public offering of the Registrable Securities so requested;
      provided, however, that in the case of an underwritten offering, if, in the
      written opinion of the Parent's or, if pursuant to a demand registration by
      selling security holders, such selling holder’s, managing underwriter for such
      offering, the inclusion of the Registrable Securities requested to be
      registered, when added to the securities being registered by the Parent or
      any
      other selling security holder(s), would exceed the maximum amount of the
      Parent's securities that can be marketed without otherwise materially and
      adversely affecting the entire offering, then such managing underwriter may
      exclude from such offering that portion of the Registrable Securities requested
      to be so registered, so that the total number of securities to be registered
      is
      within the maximum number of shares that, in the opinion of the managing
      underwriter, may be marketed without otherwise materially and adversely affect
      the entire offering, provided that at least a pro rata amount of the securities
      that otherwise were proposed to be registered for other stockholders (but not
      the Parent and other than with respect to securities registered pursuant to
      demand registration rights if such securities are otherwise included in the
      underwriting) is also excluded. In the event of such a proposed registration,
      the Parent shall furnish the then registered holders of Registrable Securities
      with not less than twenty (20) days' written notice prior to the proposed date
      of filing of such registration statement. Such notice shall continue to be
      given
      by the Parent to registered holders of Registrable Securities, with respect
      to
      subsequent registration statements filed by the Purchaser, until such time
      as
      all of the Registrable Securities have been registered or may be sold without
      registration under the Act or applicable state securities laws and regulations,
      and without limitation as to volume pursuant to Rule 144 of the 1933 Act. The
      holders of Registrable Securities shall exercise the rights provided for herein
      by giving written notice to the Parent, within fifteen (15) days of receipt
      of
      the Parent's notice of its intention to file a registration statement. In the
      event the offering involves an underwritten offering, the Participating Holders
      shall also execute, and be a party to, the underwriting agreement of the Parent
      or other selling security holders.

    


    1.3 Furnish
      Information.
      It
      shall be a condition precedent to the obligations of the Parent to take any
      action pursuant to this Agreement with respect to the Registrable Securities
      that each of the Participating Holders furnish to the Parent such information
      regarding itself, the Registrable Securities held by it, and the intended method
      of disposition of such securities as shall be required to effect the
      registration of the Registrable Securities.

    


    1.4 Expenses
      of Registration.
      The
      Parent shall bear and pay all expenses incurred in connection with any
      registration, filing or qualification of Registrable Securities with respect
      to
      the registrations pursuant to Section 1.1 and 1.2 for the Investor, including
      without limitation all registration, filing and qualification fees, printers’
and accounting fees relating or apportionable thereto, and, if connection with
      a
      demand registration pursuant to Section 6.1 hereof, the fees and disbursements
      of one counsel appointed by the Participating Holders. The Participating Holders
      shall be responsible for payment of any underwriter’s or broker’s fee or
      commission with respect to the sale of their Registrable
      Securities.

    


    1.5 Registration
      Procedures.
      Whenever the Holders of Registrable Securities have requested that any
      Registrable Securities be registered pursuant to this Agreement, the Parent
      shall use its best efforts in good faith to effect the registration and the
      sale
      of such Registrable Securities in accordance with the intended method of
      disposition thereof, and in furtherance hereof, the Parent shall as
      expeditiously as possible:

    


    (a) prepare
      and file with the Securities and Exchange Commission a registration statement
      with respect to such Registrable Securities and use its best efforts in good
      faith to cause such registration statement to become and remain effective;
      provided, that before filing a registration statement or prospectus or any
      amendments or supplements thereto, the Parent shall furnish to the counsel
      selected by the Participating Holders of a majority of the Registrable
      Securities covered by such registration statement copies of all such documents
      proposed to be filed, which documents shall be subject to the review and comment
      of such counsel;


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    (b) notify
      each Participating Holder of the effectiveness of each registration statement
      filed hereunder and prepare and file with the Securities and Exchange Commission
      such amendments and supplements to such registration statement and the
      prospectus used in connection therewith as may be necessary to keep such
      registration statement effective for a period of not less than 180 days and
      comply with the provisions of the 1933 Act with respect to the disposition
      of
      all securities covered by such registration statement during such period in
      accordance with the intended methods of disposition by the sellers thereof
      set
      forth in such registration statement;

    


    (c) furnish
      to each Participating Holder such number of copies of such registration
      statement, each amendment and supplement thereto (in each case including all
      exhibits thereto), the prospectus included in such registration statement
      (including each preliminary prospectus) and such other documents as such seller
      may reasonably request in order to facilitate the disposition of the Registrable
      Securities owned by such Holder;

    


    (d) use
      its
      best efforts in good faith to register or qualify such Registrable Securities
      under such other securities or blue sky laws of such jurisdictions as any
      Participating Holder reasonably requests and do any and all other acts and
      things which may be reasonably necessary or advisable to enable such seller
      to
      consummate the disposition in such jurisdictions of the Registrable Securities
      owned by such Holder (provided that the Parent shall not be required to (i)
      qualify generally to do business in any jurisdiction where it would not
      otherwise be required to qualify but for this subsection, (ii) subject itself
      to
      taxation in any such jurisdiction or (iii) consent to general service of process
      in any such jurisdiction);

    


    (e) notify
      each Participating Holder, at any time when a prospectus relating thereto is
      required to be delivered under the 1933 Act, of the happening of any event
      as a
      result of which the prospectus included in such registration statement contains
      an untrue statement of a material fact or omits any fact necessary to make
      the
      statements therein not misleading, and, at the request of any such seller or
      by
      its own initiative, the Parent shall prepare a supplement or amendment to such
      prospectus so that, as thereafter delivered to the purchasers of such
      Registrable Securities, such prospectus shall not contain an untrue statement
      of
      a material fact or omit to state any fact necessary to make the statements
      therein not misleading;


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    


    (f) cause
      all
      such Registrable Securities to be listed or admitted to trading on each
      securities exchange on which securities issued by the Parent are then listed
      or
      admitted for trading or, if not so listed or admitted for trading, then on
      at
      least one securities exchange or quotation system on which securities of
      companies similar to the Parent are then listed or admitted for trading, and,
      if
      admitted for trading on the Over the Counter Bulletin Board, use its best
      efforts in good faith (i) to either (x) secure designation of all such
      Registrable Securities covered by such registration statement, if and to the
      extent eligible for such designation, as a NASDAQ “national market system
      security” within the meaning of Rule 11Aa2 1 of the Securities and Exchange
      Commission or (y) secure trading on the NASDAQ “SmallCap” market and, without
      limiting the generality of the foregoing, and (ii) to arrange for at least
      two
      market makers to register as such with respect to such Registrable Securities
      with the NASD; 

    


    (g) furnish
      to each Participating Holder a signed counterpart, addressed to such
      Participating Holder, of (i) an opinion of counsel for the Parent, dated the
      effective date of the registration statement, and (ii) a “comfort” letter signed
      by the independent public accountants who have certified the Parent’s financial
      statements included in the registration statement, covering substantially the
      same matters with respect to the registration statement (and the prospectus
      included therein) and (in the case of the comfort letter, with respect to events
      subsequent to the date of the financial statements), as are customarily covered
      (at the time of such registration) in opinions of issuer’s counsel and in
      comfort letters delivered to the underwriters in underwritten public offerings
      of securities. If and to the extent that any registration relates to an
      underwritten public offering, such opinion and comfort letter shall be
      sufficient if it is in the form acceptable to the managing underwriter
      thereof.

    


    (h) provide
      a
      transfer agent and registrar for all such Registrable Securities not later
      than
      the effective date of such registration statement;

    


    (i) enter
      into such customary agreements (including underwriting agreements in customary
      form) and take all such other actions as the Participating Holders of a majority
      of the Registrable Securities being sold or the underwriters, if any, reasonably
      request in order to expedite or facilitate the disposition of such Registrable
      Securities;

    


    (j) in
      the
      event of the issuance of any stop order suspending the effectiveness of a
      registration statement, or of any order suspending or preventing the use of
      any
      related prospectus or suspending the qualification of any Common Stock included
      in such registration statement for sale in any jurisdiction, the Parent shall
      use its best efforts in good faith promptly to obtain the withdrawal of such
      order.

    


    1.6 Selection
      of Underwriter.
      In the
      event of a demand registration pursuant to Section 6.1 hereof, the holders
      of a
      majority of the Registrable Securities initially requesting registration
      hereunder shall have the right to select the investment banker(s) and manager(s)
      to administer the offering, subject to the Parent's approval which shall not
      be
      unreasonably withheld or delayed.

    


    1.7 Indemnification.
      In the
      event any Registrable Securities are included in a registration statement under
      this Section 1:


    
      
        
        

      

      
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    (a) The
      Parent will indemnify and hold harmless the Participating Holders, the partners
      or officers, directors and shareholders of the Participating Holders, legal
      counsel and accountants for the Participating Holders, against any losses,
      claims, damages or liabilities (joint or several) to which they may become
      subject under the 1933 Act, the 1934 Act or any state securities laws, insofar
      as such losses, claims, damages, or liabilities (or actions in respect thereof)
      arise out of or are based upon any of the following statements, omissions or
      violations (collectively a “Violation”):
      (i)
      any untrue statement or alleged untrue statement of a material fact contained
      in
      such registration statement, including any preliminary prospectus or final
      prospectus contained therein or any amendments or supplements thereto, (ii)
      the
      omission or alleged omission to state therein a material fact required to be
      stated therein, or necessary to make the statements therein not misleading,
      or
      (iii) any violation or alleged violation by the Parent of the 1933 Act, the
      1934
      Act, any state securities laws or any rule or regulation promulgated under
      the
      1933 Act, the 1934 Act or any state securities laws. The Parent will reimburse
      each Participating Holder for any legal or other expenses reasonably incurred
      by
      it in connection with investigating or defending any such loss, claim, damage,
      liability or action; provided, however, that the indemnity agreement contained
      in this subsection 1.7 (a) shall not apply to amounts paid in settlement of
      any
      such loss, claim, damage, liability or action if such settlement is effected
      without the consent of the Parent (which consent shall not be unreasonably
      withheld), nor shall the Parent be liable for any such loss, claim, damage,
      liability or action to the extent that it arises out of or is based upon a
      Violation that occurs in reliance upon and in conformity with written
      information furnished expressly for use in connection with such registration
      by
      such Participating Holder; provided further, however, that the foregoing
      indemnity agreement with respect to any preliminary prospectus shall not inure
      to the benefit a Participating Holder, from whom the person asserting any such
      losses, claims, damages or liabilities purchased shares in the offering, if
      a
      copy of the prospectus (as then amended or supplemented if the Parent shall
      have
      furnished any amendments or supplements thereto) was not sent or given by or
      on
      behalf of such Participating Holder to such person, if required by law so to
      have been delivered, at or prior to the written confirmation of the sale of
      the
      shares to such person, and if the prospectus (as so amended or supplemented)
      would have cured the defect giving rise to such loss, claim, damage or
      liability.

    


    (b) Each
      Participating Holder will indemnify and hold harmless the Parent, each of its
      directors, each of its officers who has signed the registration statement,
      each
      person, if any, who controls the Parent within the meaning of the 1933 Act,
      legal counsel and accountants for the Parent and any underwriter, against any
      losses, claims, damages or liabilities (joint or several) to which any of the
      foregoing persons may become subject under the 1933 Act, the 1934 Act or any
      state securities laws, insofar as such losses, claims, damages or liabilities
      (or actions in respect thereto) arise out of or are based upon any Violation,
      in
      each case to the extent (and only to the extent) that such Violation occurs
      in
      reliance upon and in conformity with written information furnished by such
      Participating Holder expressly for use in connection with such registration;
      and
      such Participating Holder will reimburse any person intended to be indemnified
      pursuant to this subsection, for any legal or other expenses reasonably incurred
      by such person in connection with investigating or defending any such loss,
      claim, damage, liability or action; provided, however, that the indemnity
      agreement contained in this subsection 1.7(b) shall not apply to amounts paid
      in
      settlement of any such loss, claim, damage, liability or action if such
      settlement is effected without the consent of such Participating Holder (which
      consent shall not be unreasonably withheld).


    
      
        
        

      

      
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    (c) Promptly
      after receipt by an indemnified party under this Section 1.7 of notice of the
      commencement of any action (including any action by a governmental authority),
      such indemnified party (the “Indemnified
      Party”)
      will,
      if a claim in respect thereof is to be made against any indemnifying party
      (the
“Indemnifying
      Party”)
      under
      this Section 1.7, deliver to the Indemnifying Party a written notice of the
      commencement thereof and the Indemnifying Party shall have the right to
      participate in, and, to the extent the Indemnifying Party so desires, jointly
      with any other indemnifying party similarly noticed, to assume the defense
      thereof with counsel mutually satisfactory to the parties; provided, however,
      that an Indemnified Party (together with all other indemnified parties that
      may
      be represented without conflict by one counsel) shall have the right to retain
      one separate counsel, with the fees and expenses to be paid by the Indemnifying
      Party, if representation of such Indemnified Party by the counsel retained
      by
      the Indemnifying Party would be inappropriate due to actual or potential
      differing interests between such Indemnified Party and any other party
      represented by such counsel in such proceeding. No Indemnifying Party shall,
      without the consent of the Indemnified Party, consent to entry of any judgment
      or enter into any settlement of any such action which does not include as an
      unconditional term thereof the giving by the claimant or plaintiff to such
      Indemnified Party of a complete and full release from all liability in respect
      of such claim or litigation. No Indemnified Party shall consent to entry of
      any
      judgment or enter into any settlement of any such action the defense of which
      has been assumed by an Indemnifying Party without the consent of such
      Indemnifying Party.

    


    (d) If
      the
      indemnification provided for in this Section 1.7 is held by a court of competent
      jurisdiction to be unavailable to an Indemnified Party with respect to any
      loss,
      liability, claim, damage or expense referred to herein, then the Indemnifying
      Party, in lieu of indemnifying such Indemnified Party hereunder, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such loss, liability, claim, damage or expense in such proportion as is
      appropriate to reflect the relative fault of the Indemnifying Party on the
      one
      hand and of the indemnified party on the other in connection with the statements
      or omissions that resulted in such loss, liability, claim, damage or expense,
      as
      well as any other relevant equitable considerations. The relative fault of
      the
      Indemnifying Party and of the Indemnified Party shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or the omission to state a material fact relates to information
      supplied by the Indemnifying Party or by the Indemnified Party and the parties’
relative intent, knowledge, access to information, and opportunity to correct
      or
      prevent such statement or omission.

    


    (e) No
      Person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the 1933 Act) shall be entitled to contribution from any person who was not
      guilty of such fraudulent misrepresentation. Notwithstanding anything to the
      contrary in this Section 1.7, no indemnified party shall be required, pursuant
      to this Section 1.7, to contribute any amount in excess of the net proceeds
      received by such indemnifying party from the sale of securities in the offering
      to which the losses, claims, damages, liabilities or expenses of the indemnified
      party relate.


    
      
        
        

      

      
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    1.8 Successors
      and Assigns.
      The
      covenants and agreements in this Section 1 by or on behalf of any of the parties
      hereto shall bind and inure to the benefit of the respective successors and
      assigns of the parties hereto whether so expressed or not. In addition, whether
      or not any express assignment has been made, the provisions of this Agreement
      which are for the benefit of purchasers or holders of Registrable Securities
      are
      also for the benefit of, and enforceable by, any subsequent holder of at least
      one million (1,000,000) shares of the Registrable Securities.


    
      
        
        

      

      
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    Exhibit
      A

    Bill
      of
      Sale


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    Assignment
      and Assumption Agreement


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    Exhibit
      C

    Earn-out
      Agreement


    
      
        
        

      

      
        43