Unassociated Document


    MASTER
      SERVICES AGREEMENT

    


    between

    


    DANCING
      BEAR INVESTMENTS, INC.

    


    and

    


    THEGLOBE.COM,
      INC.

    


    September
      29, 2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MASTER
      SERVICES AGREEMENT

    


    THIS
      MASTER SERVICES AGREEMENT
      (the
“Agreement”) dated this 29th day of September, 2008 (“Effective Date”), is
      between Dancing Bear Investments, Inc., a Florida corporation (the “Provider”)
      and theglobe.com, inc., a Delaware corporation (the “Company”). Capitalized
      terms used herein and not otherwise defined shall have the meanings ascribed
      to
      such terms in Article XII hereof.

     

    WHEREAS,
      the
      Company has sold substantially all of its assets and, consequently, no longer
      has any full-time employees, but intends to continue to remain a “public
      company” and comply with its reporting obligations under the Securities Exchange
      Act of 1934, as amended; and

     

    WHEREAS,
      the
      directors of the Company have requested that the Provider perform certain of
      the
      Services for the Company previously provided by its employees pursuant to the
      terms of this Agreement; and

     

    WHEREAS,
      the
      Provider has agreed to provide or cause its affiliates to provide the Services
      on the terms and conditions set forth in this Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing and subject to the terms, conditions, covenants
      and provisions of this Agreement, the parties mutually covenant and agree as
      follows:

     

    ARTICLE
      I

     

    SERVICES
      PROVIDED

     

    Section
      1.1. SERVICES
      GENERALLY. Except
      as
      otherwise provided herein, for the term determined pursuant to Article II
      hereof, the Provider shall provide or cause to be provided to the Company the
      service(s) described in the Services Schedule attached hereto, which schedule
      constitutes part of this Agreement. Each service described on the Services
      Schedule shall be referred to herein as a “Service.” Collectively, all the
      services described on the Services Schedule (including Additional Services)
      shall be referred to herein as “Services.” All Services shall be subject to the
      direction of the Company’s Board of Directors and executive
      officers.

     

    Section
      1.2. SERVICE
      BOUNDARIES. Except
      as
      provided in the Services Schedule for a specific Service, the Provider shall
      provide or cause to be provided the Services to the same extent and at the
      same
      level (adjusted for the diminution or cessation of the Company’s operations) as
      such Services were being provided to the Company immediately prior to the
      Effective Date.

     

    Section
      1.3. IMPRACTICABILITY.
      The
      Provider shall not be required to provide any Service to the extent the
      performance of such Service becomes commercially impracticable as a result
      of a
      cause or causes outside its reasonable control (“Impracticable” or
      Impracticability”), including, without limitation, to the extent the performance
      of such Services would require it to violate any applicable laws, rules or
      regulations or would result in the breach of any applicable contract; provided,
      that the Provider shall provide prompt written notice of its intended cessation
      of any Service for Impracticability; and provided, further, that no Service
      shall be terminated with less than sixty (60) days prior written notice unless
      a
      shorter period of notice is required by applicable laws or
      regulations.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section
      1.4. ADDITIONAL
      SERVICES.
      From
      time to time after the Effective Date, the Company may request that the Provider
      provide services in addition to the Services provided in the Services Schedule
      (“Additional Services”). The Company shall so notify the Provider in writing and
      the Company will negotiate in good faith any additional charge relating to
      the
      provision of Additional Services, with a view towards the provision of such
      Additional Services; provided, however, that nothing in this Section 1.4 shall
      create the obligation for the Provider to provide any such Additional
      Services.

     

    ARTICLE
      II

     

    TERM

     

    The
      term
      of this Agreement shall commence on the Effective Date and shall remain in
      effect for one year (the “Expiration Date”), unless earlier terminated under
      Article V or as otherwise provided in the Services Schedule or extended in
      whole
      or in part for an additional one-year period. The parties may agree on an
      earlier expiration date with respect to a specific Service by specifying such
      date on the Services Schedule.

     

    ARTICLE
      III

     

    COMPENSATION

     

    Section
      3.1. CHARGES
      FOR SERVICES. As
      consideration for the Services, the Company will pay the fees indicated on
      the
      Services Schedule which shall be equal to twenty thousand dollars ($20,000)
      per
      month ($240,000 per annum). Such fees may be amended from time to time with
      the
      mutual consent of the parties. Except as set forth in Article X hereof, the
      Company and the Provider shall each be responsible for their own internal fees,
      costs and expenses (e.g., salaries of personnel) incurred in connection with
      the
      provision of Services under this Agreement.

     

    Section
      3.2. PAYMENT
      TERMS. The
      Provider shall bill the Company on a monthly basis for amounts owed under and
      incurred hereunder during the prior month. The Company shall pay the Provider
      for all Services provided hereunder within thirty (30) days after receipt of
      an
      invoice therefore. 

     

    Section
      3.3. PRICING
      ADJUSTMENTS. In
      the
      event of an adjustment relating to the pricing of any or all Services provided
      pursuant to this Agreement in which it is determined by a Taxing Authority
      that
      any of the charges, individually or in combination, did not result in an
      arm’s-length payment, then the parties, including any Provider subcontractor
      providing Services hereunder, may make adjustments to the charges in question
      for such period but only to the extent necessary to achieve arm’s-length
      pricing. Any adjustment made pursuant to this Section 3.3 at any time during
      the
      term of this Agreement or after termination of this Agreement shall be reflected
      in the parties’ books and records, and the resulting underpayment or overpayment
      shall create, respectively, an obligation to be paid in the manner specified
      in
      Section 3.2, or shall create a credit against amounts owed under this
      Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      IV

     

    STANDARD
      OF CARE; GENERAL OBLIGATIONS

     

    Section
      4.1. STANDARD
      OF CARE: PROVIDER. Subject
      to the terms and conditions of this Agreement, the Provider shall use
      commercially reasonable efforts to maintain sufficient resources to perform
      its
      obligations hereunder. The Provider shall use all reasonable efforts to provide
      the Services in accordance with the policies, procedures and practices in effect
      before the Effective Date and shall exercise the same care and skill as it
      exercises in performing the same or similar services for itself, with priority
      equal to that provided to its own businesses or those of any of its affiliates,
      Subsidiaries or divisions. 

     

    Section
      4.2. STANDARD
      OF CARE: COMPANY. The
      Company shall use commercially reasonable efforts, in connection with receiving
      Services, to follow the policies, procedures and practices in effect before
      the
      Effective Date, including (a) providing information and documentation sufficient
      to enable the performance of the Services as they were performed before the
      Effective Date and (b) making available, as reasonably requested by the
      Provider, sufficient resources and timely decisions, approvals and acceptances
      so that the Provider may perform its obligations in a timely and expeditious
      manner.

     

    Section
      4.3. RESPONSIBILITY
      FOR ERRORS; DELAYS.
      The
      Provider’s sole responsibility to the Company:

     

    (a) 
      for
      errors or omissions in Services, shall be to furnish correct information and/or
      adjust the Services, at no additional cost or expense to the Company; provided,
      the Company must promptly advise the Provider of any such error or omission
      of
      which it becomes aware after having used reasonable efforts to detect any such
      errors or omissions in accordance with the standard of care set forth in Section
      4.2; and

     

    (b) 
      for
      failure to deliver any Service because of Impracticability, shall be to use
      commercially reasonable efforts to make the Services available within the time
      frame set forth in Section 1.3.

     

    Section
      4.4. GOOD
      FAITH COOPERATION; CONSENTS. The
      parties will use good faith efforts to cooperate with each other in all matters
      relating to the provision and receipt of Services. Such cooperation shall
      include exchanging information, performing adjustments, and obtaining all third
      party consents, licenses, sublicenses or approvals necessary to permit each
      party to perform its obligations hereunder. The reasonable costs of obtaining
      such third party consents, licenses, sublicenses or approvals shall be borne
      by
      the Company. The parties will maintain, in accordance with each of their
      standard document retention procedures, documentation supporting the information
      relevant to cost calculations and cooperate with each other in making such
      information available as needed in the event of a Tax Audit.

     

    Section
      4.5 ALTERNATIVES.
      If
      the
      Provider reasonably believes it is unable to provide any Service because of
      a
      failure to obtain necessary consents, licenses, sublicenses or approvals
      pursuant to Section 4.4 or because of Impracticability, the parties shall
      cooperate to determine the best alternative approach. Until such alternative
      approach is found or the problem is otherwise resolved to the satisfaction
      of
      the parties, the Provider shall use commercially reasonable efforts, subject
      to
      Section 1.3, to continue providing the Service. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      V

     

    TERMINATION

     

    Section
      5.1. GENERALLY.

     

    (a) 
      Except
      as otherwise specifically provided in the Services Schedule, this Agreement
      will
      automatically terminate with respect to all Services on the date specified
      herein; provided, however, that the term of this Agreement may be extended
      by
      the mutual agreement of the parties in writing for a specified period beyond
      such date, either in whole or with respect or one or more of the Services.
      

     

    (b) 
      The
      Company may terminate this Agreement, either with respect to all or with respect
      to any one or more of the Services or portions of the Services provided to
      the
      Company hereunder, for any reason or for no reason, at any time upon sixty
      (60)
      days prior written notice to the Provider; provided, however, that once
      terminated, any such Service may be reinstituted only with the Provider’s
      consent.

     

    (c) 
      Either
      party may terminate this Agreement with respect to a specific Service if the
      other party materially breaches a material provision with regard to that
      particular Service and does not cure such breach (or does not take reasonable
      steps required under the circumstances to cure such breach going forward) within
      thirty (30) days after being given notice of the breach; provided, however,
      that
      if such breach relates to a good faith dispute by the non-terminating party,
      the
      non-terminating party may request that the parties engage in a dispute
      resolution negotiation as specified in Article XI below prior to termination
      for
      breach.

     

    (d) 
      This
      Agreement may be terminated at any time prior to the Effective Date by the
      Provider and, if so terminated, all transactions taken in connection therewith
      shall be void. In the event of termination pursuant to this Section 5.1(d),
      no
      party shall have any liability of any kind to the other party.

     

    Section
      5.2. SURVIVAL.
      The
      following obligations shall survive the termination of this Agreement: (a)
      for
      the period set forth therein, the obligations of each party under Articles
      IV
      and VIII and (b) the Provider’s right to receive the compensation for the
      Services provided through the date of termination. Notwithstanding the
      foregoing, in the event of any termination with respect to one or more, but
      less
      than all Services, this Agreement shall continue in full force and effect with
      respect to any Services not terminated hereby.

     

    Section
      5.3 
      USER IDS; PASSWORDS. The
      parties shall use good faith efforts at the termination or expiration of this
      Agreement or any specific Service hereto to ensure that all applicable user
      IDs
      and passwords are canceled.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      VI

     

    RELATIONSHIP
      BETWEEN THE PARTIES

     

    The
      relationship between the parties established under this Agreement is that of
      independent contractors and neither party is an employee, agent, partner, or
      joint venturer of or with the other. The Provider will be solely responsible
      for
      any employment-related taxes, insurance premiums or other employment benefits
      with respect to its personnel’s performance of Services under this Agreement.
      The Company agrees to grant the Provider’s personnel access to locations,
      systems and information (subject to the provisions of confidentiality in Article
      VIII below) as necessary for the Provider to perform its obligations hereunder.
      The Provider agrees to cause its personnel to obey any and all security
      regulations and other policies of the Company. 

     

    ARTICLE
      VII

     

    SUBCONTRACTORS

     

    The
      Provider may engage a Subcontractor to perform all or any portion of the
      Provider’s duties under this Agreement, provided that any such Subcontractor
      agrees in writing to be bound by confidentiality obligations at least as
      protective as the terms of Article VIII regarding confidentiality below, and
      provided further that the Provider remains responsible for the performance
      of
      such Subcontractor.

     

    ARTICLE
      VIII

     

    CONFIDENTIALITY

     

    (a) 
      The
      Provider agrees to hold and shall cause its officers, employees, agents,
      consultants and advisors to hold, in strict confidence and not to disclose
      or
      release without the prior written consent of the Company, any and all
      Confidential Information (as defined herein) concerning the Company or any
      of
      its Subsidiaries; PROVIDED, that the Provider may disclose or may permit
      disclosure of, Confidential Information (i) to its auditors, attorneys,
      financial advisors, and other appropriate consultants and advisors who have
      a
      need to know such information and are informed of their obligation to hold
      such
      information confidential to the same extent as is applicable to the parties
      hereto and in respect of whose failure to comply with such obligations, the
      Provider will be responsible or (ii) if the Provider or its Subsidiaries is
      compelled to disclose any such Confidential Information by judicial or
      administrative process or, in the opinion of independent legal counsel, by
      other
      requirements of law. Notwithstanding the foregoing, in the event that any demand
      or request for disclosure of Confidential Information is made pursuant to clause
      (ii) above, the Provider shall promptly notify the Company of the existence
      of
      such request or demand and shall provide the Company a reasonable opportunity
      to
      seek an appropriate protective order or other remedy which both parties will
      cooperate in obtaining. In the event that such appropriate protective order
      or
      other remedy is not obtained, the Provider shall furnish, or cause to be
      furnished, only that portion of the Confidential Information that is legally
      required to be disclosed. As used in this Agreement, “Confidential Information”
shall mean non-public information concerning the Company or any Subsidiary
      which, prior to or following the Effective Date, has been disclosed by the
      Company or otherwise has come into the possession of the Provider in connection
      with the rendering of Services to the Company, but shall not include information
      (i) which was known by the Provider from a source other than the Company or
      one
      of its officers, directors or agents (including information learned prior to
      the
      date hereof from the Company or any such officer, director or agent); (ii)
      generally known to the public (other than as a result of a breach by Provider
      of
      its obligations of confidence hereunder); or (iii) which becomes lawfully
      available to Provider from a third party unless the source was, to Provider’s
      knowledge after reasonable inquiry, bound by a confidentiality agreement or
      similar obligation of confidence to the Company.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) 
      Notwithstanding anything to the contrary set forth herein, the Provider shall
      be
      deemed to have satisfied its obligations hereunder with respect to Confidential
      Information if it exercises the same degree of care (but no less than a
      reasonable degree of care) as it takes to preserve confidentiality of its own
      similar information. Confidential Information of the Company and/or its
      Subsidiaries in the possession of and used by the Provider as of the Effective
      Date may continue to be used by such Person in possession of the Confidential
      Information in and only in the delivery of Services hereunder, and may be used
      only so long as the Confidential Information is maintained in strict confidence
      and not disclosed in violation of this Article VIII. Such continued right to
      use
      the Confidential Information may not be transferred to any third party without
      the Company’s prior written consent.

     

    ARTICLE
      IX

     

    LIMITATION
      OF LIABILITY

     

    Section
      9.1. PROVIDER’S
      LIABILITY. The
      Provider shall be liable for any claims, liabilities, damages, losses, costs,
      expenses (including, but not limited to, settlements, judgments, court costs
      and
      reasonable attorneys’ fees), fines and penalties (collectively, “Claims”), loss
      or damage of any nature in providing or failing to provide the Services to
      the
      Company arising as a result of the Provider’s gross negligence or willful
      misconduct; provided, however, that the Provider shall not be liable for those
      Claims or portion of Claims that were the direct result of the Company’s gross
      negligence, willful misconduct or the Company’s failure to meet its obligations
      or responsibilities under this Agreement.

     

    Section
      9.2. LIMITATION
      OF LIABILITY. Notwithstanding
      anything to the contrary in this Agreement or at law or in equity, neither
      party
      shall be liable to the other for punitive, special, indirect, incidental or
      consequential damages however caused, under any theory of liability, arising
      from or relating to any claim made under this Agreement or regarding the
      provision of or the failure to provide the services. The Provider shall have
      no
      liability of any kind or nature whatsoever for the Provider’s ceasing to provide
      (or have a third party provide) any service after the expiration date or other
      termination pursuant to this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      X

     

    TRANSITIONAL
      EMPLOYMENT PERIOD

     

    The
      parties acknowledge that there will be a transitional period commencing on
      the
      date hereof and ending on January 1, 2009 (the “Transitional Period”), whereby
      the existing employees of the Company and its Subsidiaries will be retained
      by
      the Company and such subsidiaries. During the Transitional Period, the Employees
      may work on the activities of the Company and its Subsidiaries (including
      providing the Services), as well as, such other matters (and for such other
      entities) as the Provider may direct from time to time. During the Transitional
      Period, Provider will be responsible for, and will advance to the Company before
      such amounts are due to (or for the benefit of) the Employees, the actual cost
      of all Employee salaries, benefits (inclusive of all benefit plans maintained
      and continued by the Company) and expenses. Except to the extent the same is
      covered by any applicable insurance policy maintained by the Company, the
      Provider shall be responsible for, and shall hold the Company and its
      Subsidiaries harmless for, any employment related Claims that may arise relating
      to the Transitional Period, without regard to the limitations set forth in
      Article IX hereof.

     

    ARTICLE
      XI

     

    FORCE
      MAJEURE

     

    Each
      party will be excused for any failure or delay in performing any of its
      obligations under this Agreement for services rendered, if such failure or
      delay
      is caused by Force Majeure. “Force Majeure” means any act of God or the public
      enemy, any accident, explosion, fire, storm, hurricane, earthquake, flood,
      or
      any other circumstance or event beyond the reasonable control of the party
      relying upon such circumstance or event.

     

    ARTICLE
      XII

     

    MISCELLANEOUS

     

    Section
      12.1. ENTIRE
      AGREEMENT. This
      Agreement and the Exhibits and Schedules referenced or attached hereto
      constitute the entire agreement between the parties with respect to the subject
      matter hereof and thereof and shall supersede all prior written and oral and
      all
      contemporaneous oral agreements and understandings with respect to the subject
      matter hereof and thereof.

     

    Section
      12.2. GOVERNING
      LAW AND JURISDICTION. This
      Agreement shall be construed in accordance with, and all disputes hereunder
      shall be governed by, the laws of the State of Florida, excluding its conflict
      of law rules. The parties agree that the Circuit Court of Broward County,
      Florida and/or the United States District Court for the Southern District of
      Florida shall have exclusive jurisdiction over all actions between the parties
      under this Agreement.

     

    Section
      12.3. DESCRIPTIVE
      HEADINGS. The
      headings contained in this Agreement, in any Exhibit or Schedule hereto are
      for
      reference purposes only and shall not affect in any way the meaning or
      interpretation of this Agreement. Any capitalized term used in any Exhibit
      or
      Schedule but not otherwise defined therein, shall have the meaning assigned
      to
      such term in this Agreement. When a reference is made in this Agreement to
      an
      Article or a Section, Exhibit or Schedule, such reference shall be to an Article
      or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise
      indicated.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section
      12.4. NOTICES.
      Notices,
      offers, requests or other communications required or permitted to be given
      by
      either party pursuant to the terms of this Agreement shall be given in writing
      to the respective parties to the following addresses or facsimile
      numbers:

     

    
      	
              If
                to the Provider:

            
	 
	
              Dancing
                Bear Investments, Inc.

            
	
              110
                E. Broward Boulevard, Suite 1400

            
	
              Ft.
                Lauderdale, Florida 33301

            
	
              Attention:
                Michael S. Egan

            
	
              Facsimile
                No.: (954) 769-5930

            
	 
	
              If
                to the Company:

            
	 
	
              theglobe.com,
                inc.

            
	
              110
                E. Broward Boulevard, Suite 1400

            
	
              Ft.
                Lauderdale, Florida 33301

            
	
              Attention:
                Edward A. Cespedes

            
	
              Facsimile
                No.: (954) 769-5930

            


    

    


     

    or
      to
      such other address or facsimile number as the party to whom notice is given
      may
      have previously furnished to the other in writing as provided herein. Any notice
      involving non-performance, termination, or renewal shall be sent by hand
      delivery, recognized overnight courier or, within the United States, may also
      be
      sent via certified mail, return receipt requested. All other notices may also
      be
      sent by facsimile, confirmed by first class mail. All notices shall be deemed
      to
      have been given when received, if hand delivered; when transmitted, if
      transmitted by facsimile or similar electronic transmission method; one working
      day after it is sent, if sent by recognized overnight courier; and three days
      after it is postmarked, if mailed first class mail or certified mail, return
      receipt requested, with postage prepaid.

     

    Section
      12.5. SEVERABILITY.
      If
      any
      term or other provision of this Agreement is determined by a court,
      administrative agency or arbitrator to be invalid, illegal or incapable of
      being
      enforced by any rule of law or public policy, all other conditions and
      provisions of this Agreement will nevertheless remain in full force and effect
      so long as the economic or legal substance of the transactions contemplated
      is
      not affected in any manner materially adverse to any party. Upon such
      determination that any term or other provision is invalid, illegal or incapable
      of being enforced, the parties shall negotiate in good faith to modify this
      Agreement so as to effect the original intent of the parties as closely as
      possible in an acceptable manner to the end that transactions contemplated
      hereby are fulfilled to the fullest extent possible.

     

    Section
      12.6. FAILURE
      OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. If
      any
      term or other provision of this Agreement or the Exhibits or Schedules attached
      hereto is determined by a court, administrative agency or arbitrator to be
      invalid, illegal or incapable of being enforced by any rule of law or public
      policy, all other conditions and provisions of this Agreement shall nevertheless
      remain in full force and effect so long as the economic or legal substance
      of
      the transactions contemplated hereby is not affected in any manner materially
      adverse to either party. Upon such determination that any term or other
      provision is invalid, illegal or incapable of being enforced, the parties hereto
      shall negotiate in good faith to modify this Agreement so as to effect the
      original intent of the parties as closely as possible in an acceptable manner
      to
      the end that transactions contemplated hereby are fulfilled to the fullest
      extent possible.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section
      12.7. AMENDMENT.
      No
      change or amendment will be made to this Agreement except by an instrument
      in
      writing signed on behalf of each of the parties to such agreement.

     

    ARTICLE
      XIII

     

    DEFINITIONS

     

    For
      the
      purpose of this Agreement, the following capitalized terms shall have the
      following meanings:

     

    Section
      13.1. EXPIRATION
      DATE. “Expiration
      Date” shall have the meaning set forth in Article II.

     

    Section
      13.2. IMPRACTICABLE
      or IMPRACTICABILITY. “Impracticable”
      and “Impracticability” shall have the meanings set forth in Section
      1.3.

     

    Section
      13.3. PERSON.
      “Person”
      means an individual, a partnership, a corporation a limited liability company,
      an association, a joint stock company, a trust, a joint venture, an
      unincorporated organization or a governmental entity or any department, agency
      or political subdivision thereof.

     

    Section
      13.4. SERVICE(S).“Service(s)”
      shall have the meaning set forth in Section 1.1.

     

    Section
      13.5. SUBCONTRACTOR.
      “Subcontractor”
      means any individual, partnership, corporation, firm, association,
      unincorporated organization, joint venture, trust or other entity engaged to
      perform hereunder.

     

    Section
      13.6. SUBSIDIARY.“Subsidiary”
      of any Person means a corporation or other organization whether incorporated
      or
      unincorporated of which at least a majority of the securities or interests
      having by the terms thereof ordinary voting power to elect at least a majority
      of the board of directors or others performing similar functions with respect
      to
      such corporation or other organization is directly or indirectly owned or
      controlled by such Person or by any one or more of its Subsidiaries, or by
      such
      Person and one or more of its Subsidiaries; PROVIDED, HOWEVER, that no Person
      that is not directly or indirectly wholly-owned by any other Person shall be
      a
      Subsidiary of such other Person unless such other Person controls, or has the
      right, power or ability to control, that Person. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Section
      13.7. TAX
      AND TAXES.“Tax"
      and
      "Taxes" include all taxes, charges, fees, duties, levies, imposts, rates or
      other assessments imposed by any federal, state, local or foreign Taxing
      Authority, including, but not limited to, income, gross receipts, excise,
      property, sales, use, license, capital stock, transfer, franchise, payroll,
      withholding, social security, value added and other taxes, and any interest,
      penalties or additions attributable thereto.

     

    Section
      13.8. TAXING
      AUTHORITY.“Taxing
      Authority" means any governmental authority or any subdivision, agency,
      commission or authority thereof or any quasi-governmental or private body having
      jurisdiction over the assessment, determination, collection or imposition of
      any
      Tax (including the IRS).

    


    [Remainder
      of page intentionally blank

    Signatures
      appear on next page]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
      on
      its behalf by its officers thereunto duly authorized on the day and year first
      above written.

    


    
      	
              DANCING
                BEAR INVESTMENTS, INC.

            
	 
	
              By:

            	 /s/ Michael
              S. Egan
	
              Name:
                

            	
              Michael
                S. Egan

            
	
              Title:
                

            	
              President

            
	 
	
              theglobe.com,
                inc.

            
	 
	
              By:

            	 /s/
Edward
              A. Cespedes   
	
              Name:
                

            	
              Edward
                A. Cespedes

            
	
              Title:
                

            	
              President

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SERVICES
      SCHEDULE

    


    The
      services to be provided by the Provider to the Company under this Agreement
      includes Services related to and for the benefit of the Company and all
      wholly-owned Subsidiaries, as described below:

    


    1. Accounting
      Function

    


    Maintain
      accounting books and records to properly record all accounting transactions
      in
      accordance with generally accepted accounting principles,
      including:

    


    a) Maintenance
      of general ledgers;

    b) Maintenance
      of all subsidiary ledgers, including those related to accounts payable and
      fixed
      assets;

    c) Closing
      of books on a monthly basis, including making all required accounting accruals
      and adjustments; and

    d) Reconciling
      all balance sheet accounts, including performing bank reconciliations for all
      bank accounts, and performing fluctuation analysis for all significant balance
      sheet and income statement accounts.

    


    2. Financial
      Reporting Function

    


    For
      internal purposes, prepare consolidated balance sheets, statements of
      operations, and cash flow statements, on a monthly basis. For external purposes,
      file SEC reports (10-Q’s, 10-K’s, 8-K’s, etc.) on a timely basis. Manage and
      coordinate the annual independent accountant’s audit and related quarterly
      reviews.

    


    3. Accounts
      Payable/Payroll Functions

    


    Verify,
      process and pay all vendor invoices and other required charges, including filing
      of Form 1099’s at year-end. File all necessary payroll reports with the Internal
      Revenue Service.

    


    4. Treasury/Financial
      Planning Functions

    


    Administer
      and process payments under all debt agreements, including the existing Revolving
      Loan Agreement. Negotiate new debt/equity agreements, as required. Collect
      accounts receivables and make bank deposits. Prepare forecasts of operating
      results and cash flows.

    


    5. Tax
      Function

    


    Coordinate
      the preparation and filing of all required tax returns (income, franchise,
      payroll, sales and use tax, etc.) and tax planning activities. Communicate
      with
      taxing authorities on all issues, including tax audits and requests for
      information.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6. Secretarial
      Function

    


    Perform
      investor relations functions. Coordinate Board of Director and Shareholder
      meetings, including recording of minutes of all meetings. Administer all Company
      stock option plans.

    


    7. Risk
      Management Function

    


    Manage
      all insurance programs in conjunction with agents and other Company
      investors.

    


    8. Records
      - Retention

    


    Manage
      and store all necessary corporate/accounting records; retrieve as
      necessary.

    


    9. Legal
      Function

    


    Interface
      with the Company’s outside general counsel on all required matters.

    


    10. General
      Management

    


    Perform
      all general management activities, subject to the direction and request of
      the
      officers and/or directors of the Company as are necessary to assist them with
      the management of the Company as a “shell corporation.”