In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

[EX Q]: Exhibit 10.1

Information identified with [***] has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.

SUPPLY AGREEMENT

This Supply Agreement (the Agreement) is entered into as of February 28, 2019 by and between Florida Chemical Company, LLC, a Delaware limited liability company (FCC) and Flotek Chemistry, LLC, an Oklahoma limited liability company (Flotek).

WHEREAS, the parties desire to set forth the terms pursuant to which FCC will supply certain products to Flotek; and

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, the parties do hereby agree as follows:

1. Definitions. For purposes hereof:

Affiliate means any party controlled by, controlling under common control with, the party to whom the reference is made.

Margin means $[***] per pound of Terpene Product.

Maximum Quantity means [***] pounds of Terpene Product per Year, prorated for any partial Year included in the Term.

Minimum Quantity means [***] pounds of Terpene Product per Year, prorated for any partial Year included in the Term.

Product Price means with respect to a pound of Terpene Product the Terpene Cost of that Terpene Product, plus the Margin.

Terpene Cost means the cost per pound to FCC of the raw materials incorporated by FCC into Terpene Product, computed based on the methodology used by FCC to account for its inventory (e.g. LIFO, FIFO) (provided that such method is in accordance with Generally Accepted Accounting Principles, consistently applied), plus a deemed allocation of other manufacturing costs of FCC of $[***] per pound.

Terpene Product means terpene from citrus with a minimum d-limonene content of 94%, with the specifications set forth in Exhibit A to this Agreement.

Year means a calendar year.

2. Purchase and Sale. Flotek will from time to time during the Term purchase from FCC, and FCC will sell to Flotek, Terpene Product.

3. Term. The Term shall begin on the date hereof and shall expire December 31, 2023, subject to early termination pursuant to the terms of Section 19. Flotek, may, by written notice given to FCC on or before September 30, 2023, elect for the Term to be extended to December 31, 2024.

4. Price. The price per pound payable by Flotek to FCC for Terpene Product shall be the Product Price of that Terpene Product.

5. Forecasts; Terpene Cost Information.

(a) Flotek shall provide non-binding forecasts of orders of Terpene Product for each calendar quarter during the Term at least ten (10) days prior to the commencement of such quarter.

(b) Within fifteen (15) days of the end of each calendar quarter FCC shall provide to Flotek a written report providing reasonable detail regarding the cost of citrus terpene inventory.

6. Orders; Delivery.

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(a) Flotek shall order Terpene Product by sending to FCC written purchase orders in the form attached hereto as Exhibit A. FCC shall promptly, but in no event later than three (3) days after the date of such purchase order, confirm its acceptance or rejection of such purchase order by written notice to Flotek. FCC shall be obligated to accept all such purchase orders unless the amount ordered for a Year exceeds the Maximum Quantity, or orders for a particular quarter exceed [***] pounds or exceed the Flotek forecast for that quarter by more than 25%, provided, however, that, in such event, FCC shall communicate Flotek of the time period that will be required to satisfy such order assuming FCC endeavors to satisfy such order as soon as practicable, and Flotek shall inform FCC within ten (10) days of such communication whether it will order such Terpene Product pursuant to the revised delivery terms.

(b) Shipments of Terpene Product to Flotek must be made by FCC from FCC's facility within three (3) days of the date of the applicable purchase order. Delivery terms shall be FOB Winter Haven, Florida. Transportation shall be arranged by Flotek. All sales of Terpene Product subject to this Agreement shall be pursuant to the terms and conditions attached hereto as Exhibit B.

(c) FCC shall invoice Flotek for Terpene Product at the time of shipment. Payment of FCC invoices shall be due within sixty (60) days of the respective invoice date.

(d) In the event that Flotek does not order the Minimum Quantity in a given Year, FCC may ship to Flotek the remaining quantity of Terpene Product prior to the end of such Year, and invoice Flotek as described in Section 6(c).

7. Adjustments. Representatives of Flotek and FCC shall consult with each other from time to time during the Term to discuss and resolve any issues arising from the performance of this Agreement. The parties may, by written agreement, revise the Maximum Quantity, the Margin, the Target Margin, or the Product Price. Flotek and FCC may agree in writing from time to time that quantities of Terpene Product over the Maximum Quantity shall be purchased by Flotek pursuant to this Agreement.

8. Inspection and Audit. Flotek shall have the right at any time to (i) inspect the facility of FCC in Winter Haven, Florida (the Facility) and any other facility of FCC involved in the production of the Terpene Product, and (ii) audit the books and records of FCC. Any such inspection or audit shall be upon reasonable notice and shall not unreasonably interfere with the operations of FCC.

9. Capacity. FCC will throughout the Term maintain adequate manufacturing capacity and staffing to manufacture the Terpene Product pursuant to the terms hereof at the Facility.

10. Force Majeure. Fire, flood, strikes, lock-out, epidemic, or other acts of God beyond the reasonable control of the parties, which prevent FCC from delivering or Flotek from receiving and/or using the Terpene Product, shall operate to reduce or suspend deliveries during the period required to remove such cause. Any deliveries suspended under this paragraph shall be canceled without liability, and the Target Margin shall be correspondingly reduced. An event of Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in the market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.

11. Intellectual Property. By acceptance of this Agreement and in consideration thereof, FCC warrants and agrees that, subject to other provisions of this clause, it will defend any suit that may arise against Flotek or any Affiliate thereof for alleged infringement of any patents, copyrights or similar intellectual property rights relating to the Terpene Product and that the FCC will indemnify and save harmless Flotek and any Affiliate thereof, against any loss, damages, costs and expenses including reasonable attorneys' fees, which may be incurred by Flotek or Affiliate by reason of the assertion of any such rights by other persons. Nothing in this Agreement shall obligate FCC to indemnify or save harmless Flotek or its Affiliates against third party claim alleging a violation of any patents, copyrights or similar intellectual property rights owned by Flotek or its Affiliates.

12. Confidentiality. All proprietary, technical, experimental, manufacturing, marketing and/or other information disclosed by a party hereto to the other party hereto pursuant to this Agreement are considered by the disclosing party as being highly confidential in nature. The recipient party agrees to take all reasonable precaution to prevent disclosure of such information to third parties. The recipient party shall hold in confidence any technical or business information the recipient party may learn, observe or otherwise obtain concerning the other party hereto, or of its Affiliates, incident to the recipient party's performance under the terms of this Agreement. These restrictions upon disclosure shall cease to apply as to any specific portion of said information which is or becomes available to the public generally, not due to the fault of the recipient party.

13. Fulfilling Production Requirement. Should FCC fail (due to causes within FCC's control) to meet Flotek's Terpene Product orders made in accordance with this Agreement, FCC shall be required (without limiting any other remedy of Flotek) to take all reasonable steps, including but not limited to working extra hours, shifts, or days to without otherwise limiting the remedies of Flotek, to fulfill FCC's obligations hereunder. All costs for such effort will be at FCC's expense. Further, FCC may use alternate shipping methods to expedite delivery to Flotek to meet schedules to which both parties agree. Additional

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shipping costs resulting from expedited deliveries or use of alternate carriers due to causes within the FCC's control will be at FCC's expense.

14. Rework and Product Liability Indemnification. In the event of any defect in the Terpene Product delivered to Flotek hereunder, FCC will (without limiting any other remedy of Flotek), upon Flotek's request, replace any defective Terpene Product at the expense of FCC. In addition, FCC shall be responsible for claims by third parties against Flotek for loss or damage based on personal injury or destruction of property due solely to defects in Terpene Product. FCC shall be responsible for the defense, settlement or other final disposition of such claims and agrees to hold Flotek harmless from any expenses or liability arising out of such claims. Flotek may, at its option and expense, retain counsel to participate in the investigation and handling of such claims, although FCC shall have control of all such claims, and the Flotek shall not settle or otherwise dispose of any such claims without the written consent of the FCC.

15. Personal Injury and Property Damage Liability Indemnification. FCC assumes sole responsibility for taking all necessary health and safety precautions, including compliance with all applicable local, state, provincial and federal regulations, in producing Terpene Product under this Agreement. These precautions shall include, but not be limited to, such things as proper control of ventilation, the wearing of adequate protective clothing, and installation and proper utilization of appropriate environmental control equipment. FCC will supply Flotek with its Materials Safety Data Sheets with respect to the Terpene Product. FCC will defend, indemnify and hold harmless Flotek, its Affiliates, and their respective officers and employees from all claims, actions, losses, damages and expenses resulting from any injury to persons, damage to property or action by any regulatory agency, arising out of or in any way associated with the operation of the Facility or any other facility of FCC, including, without limitation, injuries to FCC's employees involved in these operations REGARDLESS OF THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES. FCC agrees to provide $5,000,000 of commercial liability insurance in support of this indemnity which names Flotek as additional insured, with waiver of subrogation.

16. Environmental Indemnity. Each party hereto agrees to comply with all applicable federal, state provincial and or local environmental law, ordinances, codes, rules, regulations and permits and to handle all raw materials, off specification product, excess or scrap materials, waste, and finished products in an environmentally safe manner so as to prevent any contamination of the structure, soil or ground water in, on, or adjacent to its premises. Each party hereto agrees to indemnify the other party hereto, its Affiliates, subsidiaries, successors, assigns and their respective directors, officers, shareholders and employees and defend and save and hold each of them harmless from all liabilities, losses, claims, demands, assessments, fines, costs or expenses (including, without limitation, reasonable attorneys' and consultants' fees and expenses) of every kind, nature or description arising under common law or any applicable environmental law resulting from, arising out of or relating to any conditions or activities at or involving the premises of the indemnifying party REGARDLESS OF THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES.

17. Other Sales and Purchases. FCC will be permitted during the Term to sell terpene to other parties who will utilize or resale such terpene for oilfield solvent applications. Notwithstanding any of the terms of this Agreement, Flotek shall not be restricted from purchasing any terpene-based product, including but not limited to, Terpene Product, from sources other than FCC.

18. Termination.

(a) Either Flotek or FCC may terminate the Term immediately, upon a written notice to the other such party, when one of the following events occurs:

(i) When the other Party materially violates one or more clause set forth herein or violates one or more purchase order relating to this Agreement and does not remedy such violation within 30 days from receiving the written notice from the other party of such fact (Cure Period). For the avoidance of doubt, the Parties understand that the postponing of the delivery of the Terpene Product pursuant to Section 11 of this Agreement, shall not be a cause for termination of the Term.

(ii) When one of the Parties is the subject of a request for voluntary and involuntary bankruptcy, recuperation or renewal, based on bankruptcy laws, or incurs in any equivalent situation.

The rights and obligations of the parties hereto pursuant to Sections 12, 13, 15, 16, 18, and 19 shall survive the Term.

19. Warranties. FCC warrants to Flotek that:

(a) all of the Terpene Product supplied by FCC to Flotek shall:

(i) conform to the specifications set forth in Section 1;

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(ii) comply with all relevant laws and regulations including, without limitation, laws and regulations of each of the jurisdictions in which the Terpene Product are either manufactured or to be sold or used concerning purity, sanitation, safety, security, and packaging and labeling of food and beverage;

(iii) be in good condition at the time of delivery in all respects; and

(iv) be free from any defect in design, workmanship, materials and packaging; and

(b) it shall convey to Flotek good title to the Terpene Product free of any encumbrance, lien or security interest;

20. Independent Contractor. FCC is an independent contractor and it is the express understanding of the parties hereto that nothing herein contained shall create any relationship of master and servant, partner, principal and agent between the parties hereto, or their respective employees, servants or agents.

21. Remedies. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding in addition to any other relief to which it or he may be entitled at law or equity.

22. Notices. All notices, consents, demands or other communications required or permitted to be given pursuant to this Agreement shall be deemed sufficiently given when delivered personally during business days to the appropriate location described below or three (3) business days after the posting thereof by United States first class, registered or certified mail, return receipt requested, with postage fee prepaid and addressed or if sent by email to the email address indicated below, four hours after transmitted:

If to FCC: Florida Chemical Company, LLC c/o Archer Daniels Midland Company 1261 Pacific Avenue Erlanger, KY 41018 Attn: President, ADM Nutrition; Chief Financial Officer, WFSI; Chief Counsel, ADM Nutrition Email: Vince.Macciocchi@adm.com, Jeff.W.Miller@adm.com and Louis.Proietti@adm.com

If to Flotek: Flotek Chemistry, LLC: Attn: President 10603 W. Sam Houston Parkway N., Suite 300 Houston, Texas 77064 Tel: 713-849-9911 Fax: 281-605-5554 Email: jchisholm@flotekind.com

23. Successors. FCC may not assign or delegate its rights or obligations pursuant to this Agreement. Subject to the foregoing, this Agreement shall be binding upon each of the parties upon their execution, and inure to the benefit of the parties hereto and their successors and assigns. Any assignee whatsoever will be bound by the obligations of the assigning party under this Agreement, and any assignment shall not diminish the liability or obligation of the assignor under the terms of this Agreement unless otherwise agreed.

24. Severability. In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or any such other instrument.

25. Paragraph Headings. The paragraph headings used herein are descriptive only and shall have no legal force or effect whatsoever.

26. Gender. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural and conversely.

27. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware.

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28. No Presumption Against Any Party. Neither this Agreement nor any uncertainty or ambiguity in this Agreement shall be construed or resolved against any party, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties and their counsel (or the party has elected not to consult with counsel of its own choosing) and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties.

29. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original.

30. Waiver. Any waiver by either party to be enforceable must be in writing and no waiver by either party shall constitute a continuing waiver.

31. Cross References. References in this Agreement to Articles, Sections, Exhibits, or Schedules shall be deemed to be references to Articles, Sections, Exhibits, and Schedules of this Agreement unless the context specifically and expressly requires otherwise.

32. Entire Agreement. This Agreement and the other agreements referred to herein set forth the entire understanding of the parties hereto relating to the subject matter hereof and thereof and supersede all prior agreements and understandings among or between any of the parties relating to the subject matter hereof and thereof.

[Signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first set forth above.

FLORIDA CHEMICAL COMPANY, LLC:

By: /s/ Elizabeth T. Wilkinson Name: Elizabeth T. Wilkinson Title: Chief Financial Officer

FLOTEK CHEMISTRY, LLC:

By: /s/ Elizabeth T. Wilkinson Name: Elizabeth T. Wilkinson Title: Chief Financial Officer

SIGNATURE PAGE TO SUPPLY AGREEMENT

6 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
[EX A]: 11001

[EX Q]: CONFIDENTIAL PORTIONS OMITTED

                                                                   EXHIBIT 10.16

                       [LOGO OF TEAM SABCO APPEARS HERE]

                             SPONSORSHIP AGREEMENT

THIS SPONSORSHIP AGREEMENT (hereinafter the Agreement) is made and entered into this 19th day of December 1997, by and between SABCO RACING, INC., a North Carolina corporation with a place of business in Iredell County, North Carolina (hereinafter Sabco), and Prolong Super Lubricants, Anaheim, Calif. (Hereinafter to be referred to as Prolong);

                                  WITNESSETH:

     WHEREAS, Sabco is engaged in the business of operating NASCAR Winston Cup  Series race cars and wishes to provide advertising space and advertising,  promotional and marketing assistance to Prolong; and

     WHEREAS, Prolong desires to become a major associate sponsor of all three Sabco entries during the 1998, 1999 and year-2000 NASCAR Winston Cup Series racing seasons. These entries shall mean the Sabco No. 40, all NASCAR Winston Cup Series races during this three-year period; the Sabco No. 42, all NASCAR Winston Cup Series races during this three-year period; and Sabco No. 46, all NASCAR Winston Cup Series races during this three-year period. Prolong shall use its sponsorship of the Sabco entries for advertising, promoting and marketing itself.        WHEREAS, the parties desire to set forth in this Agreement their respective rights and obligations;

     NOW, THEREFORE, in consideration of the mutual promises and agreements set  forth herein, and for other good and valuable consideration, the parties hereto  agree as follows:

     1.    Term.  The term of this Agreement shall commence with the first race             ----- of the 1998 Winston Cup season and shall continue until the final race of the  year-2000 Winston Cup season.

     2.    Services to be provided by Sabco.  Sabco shall perform the following            --------------------------------- services for Prolong during the term hereof:

     A.    Drivers.  The drivers for the 33 Winston Cup events to be held             -------- during the 1998 season in which Prolong is an associate sponsor shall be  Sterling Marlin (40), Joe Nemechek (42) and Wally Dallenbach Jr. (46), unless  due to injury or for some unforeseeable reason, either is unable to drive, in  which event Sabco shall choose a substitute driver to drive their respective  Sabco/Prolong-sponsored entry.  For the duration of this agreement, Sabco  reserves the right to substitute or replace any of the aforementioned drivers  listed without prior notice to Prolong or prior approval from Prolong.

     B.    Decal location.  Sabco will designate Prolong as an associate sponsor            --------------- on its No. 40, No. 42 and No. 46 Winston Cup race cars in the aforementioned 33 events. Sabco shall cause each car to be painted with paint schemes approved by each's primary sponsor and shall cause to display Prolong associate sponsor decal signage upon the middle side panel (between car number and rear tire; both sides of car) with dimensions of approximately 6

  inches high by 16 inches long. In addition, Sabco shall provide, subject to Prolong's approval, drive, pit crew, team uniforms, team pit equipment, team race car transporter, show car and show car transporter bearing prominent Prolong associate sponsor identification as well as team pit equipment with size and placement commensurate with level of sponsorship

    3.  Driver Appearances.  Sabco shall provide unto Prolong five aggregate          ------------------ driver appearances (2) two-hours each at no fee. Prolong shall be responsible  for all first class travel expenses relating to each driver appearance, i.e.  hotel, airfare, meals, etc.  Additional appearances by Sabco drivers shall be at the discounted rate of [ * ] ($[ * ]) Dollars per day per driver, [ * ].

        Sabco shall further provide the services of each driver for one free day for commercial use (up to six hours each) for still photo shoot, TV and  radio/commercial production.  Prolong shall be responsible for all first class  travel expenses relating to each driver appearance, i.e. hotel, airfare, meals,  etc.

        All Sabco drivers, while under contract with Team SABCO, shall allow their likeness, voice, picture and signature to be used for commercial purposes endorsing Prolong at no additional costs during the term of this agreement.

   4.   Compensation. Prolong agrees to pay unto Sabco the sum [ * ] [ * ]          ------------ Dollars ($[ * ]) for services to be provided by Sabco over this three year period of 1998, 1999 and year-2000.  This sponsorship fee of $ [ * ] shall be





paid to Sabco in the following installments:  Year One (1998): $ [ * ] (four  equal installments of  $ [ * ] to be paid on 3/15/98, 6/15/98, 8/15/98 and  10/15/98); Year Two (1999): $ [ * ] (four equal installments of $ [ * ] to be  paid on 3/15/99, 6/15/99, 8/15/99 and 10/15/99); Year Three (year-2000): $ [ * ] (four equal installments of $ [ * ] to be paid on 3/15/2000, 6/15/2000,8/15/2000 and 10/15/2000).

   5.   Show Car. Sabco agrees to provide at no expense to Prolong for its use         -------- in promoting its sponsorship, five (5) free show car appearance days whereas Prolong can deem which of the Sabco show cars to use. This shall mean that Prolong may schedule any combination of Sabco's three show cars (based on availability) not to exceed a total of five show days (travel days are considered a show date). Sabco will provide transportation of show car and will provide an attendant to stay with the car during its display period. For any show car appearance requested by Prolong over and above the five (5) free appearances, Sabco will make available unto Prolong a show car at a discounted rate of [ * ] Dollars ($ [ * ]) per day. All travel days to and from the site of a show car appearance, as well as the actual day upon which show car is on display will be charged as a show date. It is further understood that the parties will agree in advance upon a schedule of places and events for the show car to be displayed at such times as will not interfere with Sabco's racing schedule.

    6.  Media, Public Relations and Sponsor Communications. Sabco will use its         -------------------------------------------------- best efforts to obtain favorable exposure for Prolong and will be available to assist Prolong with public relations activities to a reasonable extent. This shall include making members of Sabco available for media interviews, press conferences or other public relations activity, as reasonably requested by Prolong, at or near race sites on dates Sabco is at race sites pursuant to their obligations hereunder. Sabco shall provide at its expense a staff member to handle race team's media and public relations needs and shall cause Prolong to receive prominent mention and display within press kits featuring the Sabco No. 40, 42 and 46 race cars. In each of the 1998, 1999 and year-2000 races in which Prolong is designated as an associate sponsor, Sabco shall fax to Prolong officers on the Monday following the race, race results and a summary of the prior weekend activities.

     *  CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

         7.  Exclusivity. During the term of this Agreement, Sabco will not             ----------- represent or accept as a primary, secondary, or associate sponsor any other  company reasonably deemed to be competitive with Prolong products.

       8.  Confidentiality. During and after the term of this Agreement, each             --------------- party hereto, its employees and agents agree not to disclose any business  results, trade practices or other business information of the other party, its  employees or agents, which they may learn as a result of the performance of this Agreement.

       9.  Indemnification.            ---------------          A.  Sabco shall indemnify, defend and hold harmless Prolong, its         officers, directors, employees and representatives from and against any        and all losses, claims, suits, damages, liabilities, costs and expenses,        including attorney fees and count costs incurred by any of them arising        out of:

(i)        Any breach of any warrant made by Sabco herein;

(ii)       Any acts done or words spoken

(iii)      Any claims by any persons arising from acts or omissions of any            nature by Sabco, its employees or agents, including but not limited            to, claims arising during the court of competition or practice in the            performance of this Agreement.

       B.  Prolong shall indemnify, defend and hold harmless Sabco, its  officers, directors, employees and representatives, from and against any and all losses, claims, suits, damages, liabilities, costs and expenses, including  attorney fees and court costs incurred by any of them, arising out of:

(i)        The use of any logo, design or materials furnished to Sabco by             Prolong hereunder;

(ii)       Any breach of any warranty made by Prolong herein;

(iii)      Any acts done or words spoken by Prolong, its officers, directors,             agents, employees and representatives;

(iv)       Any claims by any persons arising from acts of omissions of any        nature by Prolong, its officers, directors, agents, employees or        representatives, including, but not limited to, claims arising under any        product liability theory with respect to Prolong's products.

       10. Nature of Relationship. The parties expressly acknowledge and agree             ---------------------- that Sabco is acting as an independent contractor. Each party is responsible for all taxes relating to its operation, including payroll taxes for its employees,  and nothing in this Agreement is intended to create a relationship, express or





implied, of employer-employee between Sabco and Prolong. Except as expressly  authorized herein, neither party may contract for or otherwise obligate the  other party without the party's prior express written consent.

       11.  Insurance.  Sabco shall provide at its expense and maintain throughout           --------- the term of this Agreement and any option period spectator liability insurance  in an amount not less than $1 million single limit coverage with respect to any  liability relating to the activities of Sabco in the performance of this  Agreement.  Sabco shall, within 90 days of the execution of this Agreement,  supply Prolong with a copy of such policy of insurance or a certificate thereof, and such policies shall be cancelable only upon 10 days written notice to  Prolong.

     12.  Notices, Statements and Payments.  All notices, statements and            -------------------------------- payments required under this Agreement shall be sent to the parties at the  following addresses:

SABCO RACING, INC. 114 Meadow Hill Circle Mooresville, North Carolina 28115 Attn:  Felix Sabates

PROLONG SUPER LUBRICANTS 1210 North Barsten Way Anaheim, California 92806 Attn: Jerry Grant

All notices, statements and payments shall be deemed delivered when deposited  in the United States mail postage prepaid, when hand delivered if delivered  personally, when telecopied if the sender's telecopier confirms transmission  (with respect to notices and statements) or when wire transferred in federal  funds (with respect to payments).

     13.  Waivers.  A waiver of any provision of this Agreement shall be            -------- enforceable only if the waiver is in writing signed by the party against whom  the waiver is sought to be enforced.  A failure by a party at any time to  exercise any rights hereunder shall not constitute a waiver of such rights at  another time.

     14.  Entire Agreement.  This Agreement contains the entire agreement and            ---------------- understanding between the parties with respect to the subject matter hereof and  supersedes all prior written or oral agreements between them with respect to the subject matter hereof.

     15.  Assignment.  This Agreement may not be assigned by either party            ---------- without the prior written consent of the other party.

     16.  Significance of Headings.  Paragraph headings contained herein are            ------------------------ solely for the purpose of aiding the speedy location of subject matter and are  not in any sense to be given weight in the construction of this Agreement.   Accordingly, in case of any question with respect to the construction of this  Agreement, it is to be construed as though paragraph headings had been omitted.

     17.  Governing Law, Jurisdiction and Venue.  This Agreement shall be            ------------------------------------- governed by and construed in accordance with the substantive laws of the State  of North Carolina.  The parties hereto hereby submit to jurisdiction and venue  in any state or federal court located in North Carolina as well as any other  jurisdiction having venue and competent jurisdiction of any law suit arising out of or relating to this Agreement; provided, however, if any

  proceedings are instituted in a jurisdiction other than North Carolina, any  party may remove such proceeding to any State or Federal Court in North  Carolina.

       18.  Further Execution; Cooperation. The parties agree to execute and              ------------------------------ deliver such further agreements, instruments and other documents as the other  party may reasonably deem necessary to effectuate the purposes and provisions of this Agreement. The parties further agree to cooperate with each other in any  manner reasonably requested by the other party to effectuate the purposes and  provisions of this Agreement.

       19.  Counterparts. This Agreement may be executed in counterparts and the             ------------ signature page of any party, and photocopies and facsimiles thereof, may be  appended to any counterpart and when so appended shall constitute an original  signature.

               IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be  executed by their duly elected officers as of the day and year first above  written.





                               SABCO RACING, INC. ATTEST:                                                                 BY /s/ Armando Fitz                                   -------------------------------- /s/ Jerry Grant                Armando Fitz - Vice President Business Operations - --------------------------    Jerry Grant - Secretary

                               PROLONG SUPER LUBRICANTS ATTEST:

                               BY /s/ Elton Alderman /s/ ILLEGIBLE                     --------------------------------- - --------------------------              Elton Alderman - President                  Secretary 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
[EX A]: 10229

[EX Q]: EXHIBIT 10.20

                             CO-BRANDING Agreement

     This Co-Branding Agreement (the Agreement) is entered into as of  March ___, 1999 (the Effective Date) by and between theglobe.com, Inc., with its principal place of business at 31 West 21st Street, New York, NY  10010 (theglobe), and The Boxlot Company, with its principal place of business at 12626 High Bluff Drive, Suite 370, San Diego, CA  92130 (Boxlot).

1.   DEFINITIONS.

     (a) Boxlot Banners means any banner, button, text or similar ads Boxlot provides to theglobe in connection with this Agreement.

     (b) Boxlot Content means any content or information (including without limitation any text, music, sound, photographs, video, graphics, data or software), in any medium, provided by Boxlot to theglobe (other than Boxlot Banners), as part of the Service or on the Co-Branded Pages, including any content specified in Exhibit A.

     (c) Boxlot Marks means all Boxlot domain names, trademarks, logos, and other graphics reasonably necessary or desirable for theglobe to perform under this Agreement.

     (d) Boxlot Site means the Boxlot-branded (i.e., non-co-branded) version of the Service and associated pages.

     (e) Co-Branded Pages means all pages of the Service (including, without limitation, any Java screens associated with the Service or emails or other direct communications sent to Users by operation of the Service).

     (f) Domain Name means the domain name described in Exhibit A.

     (g) Launch Date means the first date on which the Service is made publicly available.

     (h) Marks means the Boxlot Marks or theglobe Marks, as applicable.

     (i) Net Revenues means all monetary consideration theglobe actually receives for CPM- or CPC-based advertisements and promotions (other than those for its commerce partners) delivered in connection with the Co-Branded Pages, less a sales and administration fee of 15%.

     (j) Page Templates means theglobe's standard page layout templates, as revised by theglobe from time to time.

     (k) Service means the services described in Exhibit A, as changed over time in accordance with this Agreement, which are co-branded using the Page Templates.  The Service

                                       1

  also includes any Boxlot-operated back-end administration tools or pages used by theglobe or Boxlot to exchange data in accordance with this Agreement.

     (l) Shadow Site means the password-protected site where the Co-Branded Pages are made available for theglobe's review and approval prior to being made publicly available.

     (m) theglobe Marks means all theglobe domain names, trademarks, logos, and other graphics reasonably necessary or desirable for Boxlot to perform under this Agreement.

     (n) theglobe Site means all pages under the theglobe.com domain.

     (o) User means any person who accesses any Co-Branded Page.

2.   DEVELOPMENT AND IMPLEMENTATION.

     2.1  Pre-Launch Deliverables.  On or around March 31, 1999, theglobe shall deliver to Boxlot the Page Templates and the other materials specified in Exhibit A.

     2.2  Initial Development.  Boxlot shall develop the Co-Branded Pages using the Page Templates and take all other steps required to co-brand the Service in accordance with Exhibit A.  In addition, if theglobe is passing any user data to Boxlot, theglobe's standard Automatic Partner Registration procedure shall apply, and Boxlot shall perform the development necessary to use such procedure. The current Automatic Partner Registration procedure is described in Exhibit D. Boxlot shall make the Service implementation available to theglobe on the Shadow Site prior to making it publicly available.  Boxlot shall not make the initial Service implementation publicly available without theglobe's prior written approval.  Unless otherwise specified, each party shall be responsible for all development, hosting and other costs associated with the pages living on their servers and all emails they send.

     2.3  Changes.  theglobe shall have sole control over the Service's look and feel, and Boxlot shall not make any change in the Service's look and feel without theglobe's prior consent.  Further, Boxlot shall notify theglobe if Boxlot changes or adds any functionality of the services described in Exhibit A (as modified by Boxlot over time) as implemented on the Boxlot Site.  Unless requested by theglobe, Boxlot shall implement such changes or additions to the Service and make such implementation available on the Shadow Site for theglobe's approval within 30 days of their introduction on the Boxlot Site.  However, under no circumstances shall Boxlot offer Users any community features (such as email, chat, message boards, or the ability to create home pages) from the Co- Branded Pages without theglobe's consent, and if Boxlot desires to do so, the parties will work together to discuss appropriate implementations.  Boxlot shall make available via the Shadow Site all changes to the Service or the Co-Branded Pages completed in this Section 2, and Boxlot shall not implement such changes on the publicly available Service or Co-Branded Pages until it has received theglobe's approval.

     2.4  Service Operation.  Boxlot shall host and operate the Service under

Source: THEGLOBE COM INC, S-1/A, 5/3/1999





the Domain Name in accordance with the terms of Exhibit B.

                                       2

       2.5  Rebranding.  If requested by theglobe, Boxlot shall implement on the Co-Branded Pages new versions of the Page Templates if theglobe changes the Page Templates across theglobe Site generally.  Further, if requested by theglobe, Boxlot shall create additional branded versions of the Service and Co-Branded Pages branded with the branding of theglobe's distribution partners, which branded versions shall be implemented within 30 days and subject to approval in accordance with this Section 2.

     2.6  Boxlot Content.  Boxlot shall provide Boxlot Content to Users via the Co-Branded Pages, except that Boxlot shall deliver to theglobe those elements of Boxlot Content residing on theglobe's servers in accordance with the terms of Exhibit A.  Unless otherwise directed by theglobe, the Co-Branded Pages shall include all of the content displayed on the Boxlot Site, and the Boxlot Content shall be updated to keep the Co-Branded Pages in parity with the Boxlot Site. Any nonconformance with the terms of the frequency/quantity columns of Exhibit A shall permit theglobe to terminate immediately if the breach is not cured within 12 hours.

     2.7  Navigation. Boxlot shall not, in conjunction with the Service, use any interstitials, pop-up windows, other intermediate steps or any other technology or content which acts as a barrier to the transition of a User from theglobe Site to the Co-Branded Pages, nor shall Boxlot otherwise frame the Co-Branded Pages or use any other technology which interferes with or affects the page layout of such pages.  All Co-Branded Pages shall link back to theglobe Site as specified by theglobe.

     2.8  User Relations.  Boxlot shall be responsible for providing all customer support regarding the Service or the Co-Branded Pages, and theglobe may redirect to Boxlot any associated customer support inquiries.  Boxlot shall have sole control over the user agreement that governs the Service, and Boxlot shall have the sole responsibility for dealing with breaches of such user agreement. However, if theglobe has an issue with the user agreement or Boxlot's enforcement of it, the parties shall discuss such issues in good faith. Furthermore, Boxlot's privacy policy shall make any disclosures, or obtain any User consent, reasonably requested by theglobe that the parties believe are necessary to make the disclosures about Users back to theglobe required by this Agreement.  All Users shall be treated at least as favorable in all respects (including without limitation with respect to pricing, quality of service, and customer support responsiveness) as Boxlot treats users of the Boxlot Site.

     2.9  Database Synchronization.  If requested by theglobe and if Boxlot captures relevant information, Boxlot shall use reasonable efforts to cooperate with theglobe to implement ways for theglobe to capture User information to the extent that such information would change the relevant information in theglobe's databases.

     2.10  Promotions.  Following the Launch Date, the parties shall conduct the promotions specified in Exhibit A.

3.   ADVERTISING.

                                       3

       3.1  Ad Sales.  theglobe shall have sole control over all advertising and promotion inventory on the Co-Branded Pages.  Boxlot shall not introduce any advertising spots or third party branding in conjunction with the Co-Branded Pages or the Service without theglobe's approval.  If, after theglobe (or its designee) uses commercially reasonable efforts to sell such inventory, there remains unsold inventory, then theglobe may, in its sole discretion, place house or barter ads in such inventory.

     3.2  Ad Serving.  theglobe or its designee shall be solely responsible for serving all advertisements and promotions in connection with the Co-Branded Pages.  theglobe shall provide Boxlot with ad serving code, which Boxlot shall implement at its own expense on all Co-Branded Pages.  theglobe hereby grants to Boxlot a nonexclusive license to use such code solely to permit theglobe or its designee to serve ads in connection with the Co-Branded Pages.  Boxlot shall notify theglobe at least 15 days prior to making any changes that would affect serving ads on the Co-Branded Pages.

     3.3  Boxlot Banners.  Boxlot shall deliver to theglobe any Boxlot Banners which are to be run in accordance with this Agreement.  Such banners shall comply with theglobe's then-current technical standards.  The terms of any insertion order or similar document regarding the Boxlot Banners are expressly rejected, except to the extent that they specify the location, timing or duration of the display of the Boxlot Banners and such terms are accepted by theglobe.  Unless mutually agreed otherwise, Boxlot Banners shall link to the Co-Branded Pages.  theglobe may request that Boxlot Banners be co-branded with theglobe Marks, in which case the parties shall work together to develop a mutually acceptable implementation.  theglobe may approve or reject any Boxlot Banner in its sole discretion.  theglobe shall use commercially reasonable efforts not to run banners on the Co-Branded Pages for the companies enumerated on Exhibit C.  Boxlot may update Exhibit C from time to time during the term; however: (a) Boxlot may not add any site or company to Exhibit C which is not reasonably considered to be in the online auctions business, and (b) if Boxlot adds any new sites or companies to Exhibit C, theglobe shall be entitled to complete any contractual obligations pursuant to contracts in place with such sites or companies at the time of addition.

4.   LICENSES AND STANDARDS.

     4.1  Content.  Boxlot hereby grants to theglobe a non-exclusive, worldwide license to use, reproduce, create derivative works of (only as necessary to build pages in a manner consistent with this Agreement), publicly display, publicly perform and digitally perform Boxlot Banners, and those elements of the Boxlot Content served from theglobe's servers (as denoted in Exhibit A), on theglobe Site or otherwise as reasonably appropriate to advertise and promote the Service and the Co-Branded Pages.  Subject to the approval process in Section 2, theglobe hereby grants to Boxlot a non-exclusive, worldwide license to use, reproduce, create derivative works of (only as necessary to build Co- Branded Pages), publicly display, publicly perform and digitally perform the Page Templates on Co-Branded Pages.

     4.2  Trademarks.  Boxlot hereby grants to theglobe a non-exclusive license to use the Boxlot Marks (including the Domain Name if applicable) to advertise

Source: THEGLOBE COM INC, S-1/A, 5/3/1999





and promote the Service.

                                       4

  theglobe hereby grants to Boxlot a non-exclusive license to use theglobe Marks (including the Domain Name if applicable) on the Co-Branded Pages.

     4.3  Trademark Restrictions.  The Mark owner may terminate the foregoing trademark license if, in its reasonable discretion, the licensee's use of the Marks tarnishes, blurs or dilutes the quality associated with the Marks or the associated goodwill and such problem is not cured within 10 days of notice of breach; alternatively, instead of terminating the license in total, the owner may specify that certain licensee uses may not contain the Marks.  Title to and ownership of the owner's Marks shall remain with the owner.  The licensee shall use the Marks exactly in the form provided and in conformance with any trademark usage policies.  The licensee shall not take any action inconsistent with the owner's ownership of the Marks, and any benefits accruing from use of such Marks shall automatically vest in the owner.  The licensee shall not form any combination marks with the other party's Marks other than the Domain Name (if applicable).  If the Domain Name is deemed a combination mark, neither party shall use the Domain Name for any purpose except as expressly provided herein or attempt to register the Domain Name, and the parties will jointly cooperate on any enforcement action of infringement of the Domain Name.

     4.4  Ownership.  As between theglobe and Boxlot: (a) theglobe and its suppliers retain all rights, title and interest in and to all intellectual property rights embodied in or associated with the Page Templates, and (b) Boxlot and its suppliers retain all rights, title and interest in and to all intellectual property rights embodied in or associated with the Boxlot Content, Boxlot Banners and Boxlot Marks.  There are no implied licenses under this Agreement, and any rights not expressly granted to a licensee hereunder are reserved by the licensor or its suppliers.  Neither party shall exceed the scope of the licenses granted hereunder.

     4.5  Standards.  Boxlot shall not provide Boxlot Banners or Boxlot Content, and theglobe shall not provide to Boxlot any Page Templates, that: (a) infringe any third party's intellectual property right or right of publicity or privacy; (b) violate any law or regulation; (c) are defamatory, obscene, harmful to minors or child pornographic; (d) contain any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (e) are materially false, inaccurate or misleading.

5.  USER DATA.

     5.1  Rights/Restrictions.  Except as specified in this section, each party may freely use and disclose any information (both individual and aggregated) about Users (User Data).  Neither party shall disclose any User Data in any manner that permits the User Data to be associated with the other party or permits the targeting of Users on the basis of their status as Users (in theglobe's case) or theglobe users (in Boxlot's case), nor shall a party use the User Data to target Users on the basis of their status as Users (in theglobe's case) or theglobe users (in Boxlot's case).  However, either party may disclose User Data if it is aggregated (in a non-associatable way) with data from multiple online properties.  Each party shall use and disclose User Data only in accordance with the privacy policy under which it was collected.

                                       5

       5.2  Delivery to theglobe.  Boxlot shall deliver to theglobe all information about Users who register with Boxlot on the Co-Branded Pages that Boxlot collects from its registration process.  Such information shall be delivered weekly in an electronic format specified by theglobe using a process reasonably specified by theglobe.

6.   PAYMENT TERMS.

     6.1  Payments.  The parties shall make the payments described in Exhibit A. Overdue payments shall accrue interest, at the lesser of 1 1/2% per month or the maximum allowable interest under applicable law, from due date until paid, and the owing party shall pay the owed party's costs of collection (including reasonable attorneys' fees).

     6.2  Taxes.  All fees and payments stated herein exclude, and the party making payment shall pay, any sales, use or other tax related to the parties' performance of their obligations or exercise of their rights under this Agreement, exclusive of taxes based on the receiving party's net income.

     6.3  Audit Rights.  A party obligated to make payments hereunder shall keep for 3 years proper records and books of account relating to the computation of such payments.  Once every 12 months, the party receiving payment or its designee may inspect such records to verify reports.  Any such inspection will be conducted in a manner that does not unreasonably interfere with the inspected party's business activities.  The inspected party shall immediately make any overdue payments disclosed by the audit plus applicable interest.  Such inspection shall be at the inspecting party's expense; however, if the audit reveals overdue payments in excess of 5% of the payments owed to date, the inspected party shall immediately pay the cost of such audit, and the inspecting party may conduct another audit during the same 12 month period.

7.  REPORTS.

     7.1  By theglobe.  Within 30 days following the end of each month, theglobe shall provide Boxlot with its standard reports regarding theglobe's promotions hereunder and reports on the computation of Net Revenues.

     7.2  By Boxlot.  In addition to any other reports specified herein, Boxlot shall provide to theglobe the following reports: (a) daily usage reports regarding the Co-Branded Pages describing the number of page impressions, number of Users and such other information as Boxlot generally provides to its other similar partners, (b) weekly demographic reports regarding the Service containing summary information regarding user demographic profiles, and (c) if applicable, within 30 days following the end of each month, reports regarding the computation of the fees it owes under Section 6.

     In addition to the foregoing, as soon as commercially reasonable (but in no event later than 6 months following the Launch Date), Boxlot (with assistance as

Source: THEGLOBE COM INC, S-1/A, 5/3/1999





necessary from theglobe) shall deliver reports to theglobe about individual registered Users on the Co-Branded Pages when the User bids on an item, purchases an item, lists an item for sale and successfully sells an item.  The report shall be broken down into at least the following categories: the User's unique UserID

                                       6

  number assigned by theglobe, the action being logged (bid, purchase, list, sale), the date and time of the event, and the topic/category in which the event occurred. Such reports shall be provided to theglobe on at least a monthly basis in an electronic format that is easily decoded in an automated manner for import into theglobe's statistics database, and the file shall be a  delimited text file with each line corresponding to an event and including the information outlined above.

8.   TERM AND TERMINATION.

     8.1  Term.  This Agreement will become effective on the Effective Date and will continue in effect for 2 years following the Launch Date.

     8.2  Termination for Failure to Perform.  By providing written notice, a party may immediately terminate this Agreement: (a) if the other party materially breaches this Agreement and fails to cure that breach within 15 days after receiving written notice of the breach, or (b) as provided in Sections 2.6  [Boxlot Content] or 12.7  [Force Majeure] or Exhibit B.  In addition, by providing written notice, theglobe may immediately terminate this Agreement, or at its option immediately suspend its promotion and other efforts hereunder, in the case of Boxlot's breach of Section 12.1  [Compliance with Laws].

     8.3  Termination for Change of Control.  By providing written notice, theglobe may terminate this Agreement in its sole discretion if one of the following companies (or their subsidiaries) does an Ownership Change Event: Lycos, Yahoo (including GeoCities, which shall be included even if their proposed merger does not occur), Xoom, Fortune City, Excite, Go Network (including Disney and Infoseek), Snap! (including NBC) and AOL.  An Ownership Change Event means: (x) the acquisition of 50% or more of Boxlot's equity or voting interests; (y) a merger or consolidation of Boxlot; or (z) the sale, exchange or transfer of all or substantially all of Boxlot's assets related to the Service.

     8.4  Termination for Changes.  By providing written notice, theglobe may terminate this Agreement in its sole discretion if: (a) Boxlot's business model changes such that the Service is no longer Boxlot's primary line of business, or (b) at the one year anniversary of the Launch Date, the Service is significantly inferior to the comparable services being offered by the market leaders in the person to person auction space.

     8.5  Termination for Failure to Grow.  By providing written notice, Boxlot may immediately terminate this Agreement if theglobe's registered user base has not increased by *** users by the 1 year anniversary of the Effective Date.

     8.6  Effects of Termination.  Upon expiration or termination, all licenses granted hereunder shall terminate unless such licenses are expressly stated as surviving.  Boxlot shall promptly remove all theglobe Marks and Page Templates from its servers, and theglobe shall promptly remove all Boxlot Marks, Boxlot Banners and Boxlot Content from its servers. Sections 1, 4.4  [Ownership], 5.1  [Rights/Restrictions], 6.2  [Taxes], 6.3  [Audit Rights], 8.6  [Effects of Termination], 9, 10, 11 and 12.2  [Governing Law] to 12.9  [Entire Agreement; Waiver], and any obligation to pay any owed but unpaid amounts, shall survive any expiration or termination.

                                       7

       In addition, Boxlot acknowledges that the placement fees set forth in Exhibit A were intended to be *** in year 1 and *** in year 2, even though theglobe has agreed to extend credit terms to Boxlot by allowing Boxlot to pay over time.  Thus, in the event that this Agreement terminates under Section 8.2  [Termination for Failure to Perform] due to Boxlot's failure to perform (excluding the cross-reference to Section 12.7  [Force Majeure]) prior to the end of the applicable year, Boxlot shall immediately pay to theglobe the amount necessary to pay the total year's placement fee for that year.  Boxlot waives any right to assert that the foregoing fee is a liquidated damage or a penalty.

9.  NO WARRANTIES.  EACH PARTY PROVIDES ALL MATERIALS AND SERVICES TO THE OTHER PARTY AS IS.  EACH PARTY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. Each party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein. Unless an approval process is specified herein, all deliverables provided by one party to the other shall be deemed accepted (for purposes of the UCC) when delivered.

10.  INDEMNITY.  Each party (the Indemnifying Party) shall indemnify the other party (the Indemnified Party) against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which the Indemnified Party may incur as a result of claims in any form by third parties arising from: (x) the Indemnifying Party's acts, omissions or misrepresentations to the extent that the Indemnifying Party is deemed an agent of the Indemnified Party, or (y) the Indemnifying Party's breach of its privacy policy.  In addition, theglobe shall indemnify Boxlot against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which Boxlot may incur as a result of claims in any form by third parties arising from the Page Templates or theglobe Marks.  In addition, Boxlot shall indemnify theglobe against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which theglobe may incur as a result of claims in any form by third parties arising from Boxlot Banners, Boxlot Content, Boxlot Marks, the Service (excluding the Page Templates or theglobe Marks) or Boxlot's breach of Section 12.1  [Compliance with Laws].  The foregoing obligations are conditioned on the Indemnified Party: (i) giving the Indemnifying Party notice of the relevant claim, (ii) cooperating with the Indemnifying Party, at the Indemnifying Party's expense, in the defense of such claim, and (iii) giving the Indemnifying Party the right to control the defense and settlement of any such claim, except that the Indemnifying Party shall not enter into any settlement that affects the Indemnified Party's rights or interest without the Indemnified Party's prior written approval.  The Indemnified Party shall have the right to participate in the defense at its expense.

11.  LIABILITY LIMITS.  NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING

Source: THEGLOBE COM INC, S-1/A, 5/3/1999





NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTIES ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT IN THE EVENT OF A CLAIM UNDER SECTION 10 OR FAILURE TO PAY UNDER SECTION 6, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE

                                       8

  OTHER PARTY IN AN AMOUNT GREATER THAN THE AMOUNT BOXLOT ACTUALLY PAYS TO THEGLOBE HEREUNDER.

12.  GENERAL.

     12.1  Compliance with Laws. At its own expense, Boxlot shall comply with all applicable laws and regulations regarding providing and operating the Service. Without limiting the foregoing, Boxlot shall (a) obtain all governmental approval, permits and licenses, and make all governmental filings and registrations, necessary for the marketing and performance of the Service in every United States jurisdiction, (b) ensure that theglobe is not required to obtain any governmental approval, permits or licenses as a result of this Agreement, theglobe's performance hereunder or any payments made to theglobe hereunder, and (c) promptly resolve any assertions that the Service is illegal or violating a protected third party interest.

     12.2  Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of New York without giving effect to conflict of laws principles. Both parties submit to personal jurisdiction in New York and further agree that any cause of action arising under this Agreement shall be brought in a court in New York City, NY.

     12.3  Publicity. Prior to the release of any press releases or other similar promotional materials related to this Agreement, the releasing party shall submit a written request for approval to the other party with a copy of the materials to be released, which request shall be made no less than 3 business days prior to the requested release date. A party shall not unreasonably withhold or delay the granting of its approval of such materials. The parties shall issue the first press release jointly.

     12.4  Independent Contractors. The parties are independent contractors, and no agency, partnership, franchise, joint venture or employment relationship is intended or created by this Agreement. Neither party shall make any warranties or representations on behalf of the other party.

     12.5  Assignment.  Neither party may assign its rights or delegate its duties hereunder (except to an affiliated company, or to a successor in interest in the event of a merger, sale of assets of the business to which this Agreement is related, or consolidation) without the other party's prior written consent, and any purported attempt to do so is null and void.

     12.6  Severability; Headings.  If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.  The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.  Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

     12.7  Force Majeure.  Except as otherwise provided, if performance hereunder (other than payment) is interfered with by any condition beyond a party's reasonable control, the affected party, upon giving prompt notice to the other party, shall be excused from such performance to

                                       9

  the extent of such condition. However, if a force majeure detrimentally affects a party's performance of a material covenant hereunder for 14 days or more, the other party can terminate this Agreement. Each party acknowledges that website operations may be affected by numerous factors outside of a party's control. In the case of Boxlot's performance, a Boxlot force majeure includes theglobe's failure to perform its obligations described in this Agreement or an outage that affects the entire Internet in the United States; however, in no event shall a failure of any Boxlot supplier or vendor be deemed a Boxlot force majeure.

     12.8  Notice.  Any notice under this Agreement will be in writing and delivered by personal delivery, overnight courier, confirmed facsimile, confirmed email, or certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, 1 day after deposit with an overnight courier, 5 days after deposit in the mail, or upon confirmation of receipt of facsimile or email.  Notices will be sent to a party at its address set forth above or such other address as that party may specify in writing pursuant to this Section.

     12.9  Entire Agreement; Waiver.  This Agreement sets forth the entire understanding and agreement of the parties, and supersedes any and all oral or written agreements or understandings between the parties, as to the subject matter of the Agreement.  This Agreement may be changed only by a writing signed by both parties.  The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

     12.10  Equity Stake.  Boxlot shall grant to theglobe, pursuant to industry- standard terms negotiated between the parties in good faith, immediately vested options to purchase shares of common stock equal to up to 4% of Boxlot's fully diluted capital stock (in accordance with the chart below).  Theglobe shall be restricted from exercising such options until the first anniversary of the Effective Date, and such options shall have a five-year term.  Each such option shall have an exercise price equal to the lesser of (1) the price at which Boxlot's common stock is sold to the public in an initial public offering or (2) $6 per share; each of the foregoing as may be adjusted for any stock splits, combinations or re-organizations affecting Boxlot's capital stock.  Boxlot shall grant to theglobe registration rights for such options and any shares of common stock issued or issuable upon the exercise of such options (including without limitation, two demand registration rights and unlimited piggyback registration rights) on Form S-1, Form S-3 or such other form as may be applicable pursuant to the Securities Act of 1933 as amended.

- ------------------------------------------------------------------------------------------------------------------

Source: THEGLOBE COM INC, S-1/A, 5/3/1999





   Number of aggregate unique users, as measured by         Aggregate percent of Boxlot's equity subject to the    unique IP addresses, in a month who visit a page               options upon achieving such level once               under the Domain Name - ------------------------------------------------------------------------------------------------------------------                                                        500,000                                                     1% - ------------------------------------------------------------------------------------------------------------------ 1,000,000                                                   2% - ------------------------------------------------------------------------------------------------------------------ 1,500,000                                                   3% - ------------------------------------------------------------------------------------------------------------------ 1,750,000                                                   3.5% - ------------------------------------------------------------------------------------------------------------------ 2,000,000                                                   4% - ------------------------------------------------------------------------------------------------------------------

                                       10

  THEGLOBE.COM, INC.:                 THE BOXLOT COMPANY:

By: /s/ Dean Daniels                By:  /s/ Frederick Cary

Name: Dean Daniels                  Name:  Frederick Cary

Title: COO                          Title:  CEO

                                       11

                                     EXHIBIT A                                  BUSINESS TERMS

Description of the Service: person-to-person auctions

Description of Boxlot Content:

***

Domain Name for the Co-Branded Pages: auctions.theglobe.com

theglobe's Promotions.  In positions determined by theglobe in its sole discretion, theglobe shall:

 .   list Classifieds/Auctions in the tools category of the left hand nav bar  .   list auctions in relevant theme areas  .   list auctions in myglobe [Note: this will be done when commercially     reasonable to do so some time after the Launch Date]  .   list auctions in shop.theglobe.com

theglobe may provide substitute placement if theglobe changes or reorganizes its site or navigation/directory structure.  theglobe shall provide a minimum of *** impressions per month of promotion for auctions on the Co-Branded Pages (including without limitation any of the foregoing).  theglobe's sole and exclusive obligation for failing to deliver the minimum number of impressions shall be to continue performing the promotion until it delivers the total number of required impressions.

Boxlot's Promotions.  theglobe may place up to 100 listings a month on the Boxlot Site (and all co-branded versions thereof) promoting products being sold by theglobe or its affiliates without having to pay any listing fee, closing value fee, transaction fee or other fee.

theglobe Pre-Launch Deliverables: In addition to developing the Page Templates, theglobe shall provide to Boxlot a media and promotional plan and a plan for doing the production/design services related to the Service's integration into theglobe Site.

PAYMENTS

 .     ***

 .     Placement Fee.  The following schedule of payments apply:

    - ------------------------------------------------------------------------------------------------------------------                     Time of Payment                                          Amount of Payment - ------------------------------------------------------------------------------------------------------------------                                                        Execution                                                    *** - ------------------------------------------------------------------------------------------------------------------ Launch Date                                                  *** - ------------------------------------------------------------------------------------------------------------------ 1st monthly anniversary of Launch Date                       *** - ------------------------------------------------------------------------------------------------------------------ 2nd monthly anniversary of Launch Date                       *** - ------------------------------------------------------------------------------------------------------------------

                                       12

                                                           3rd monthly anniversary of Launch Date                       *** - ------------------------------------------------------------------------------------------------------------------ 4th monthly anniversary of Launch Date                       *** - ------------------------------------------------------------------------------------------------------------------ 5th monthly anniversary of Launch Date                       *** - ------------------------------------------------------------------------------------------------------------------ 6th monthly anniversary of Launch Date                       *** - ------------------------------------------------------------------------------------------------------------------ 7th monthly anniversary of Launch Date                       *** - ------------------------------------------------------------------------------------------------------------------ 8th monthly anniversary of Launch Date                       *** - ------------------------------------------------------------------------------------------------------------------ 9th monthly anniversary of Launch Date                       ***

Source: THEGLOBE COM INC, S-1/A, 5/3/1999





- ------------------------------------------------------------------------------------------------------------------ 10th monthly anniversary of Launch Date                      *** - ------------------------------------------------------------------------------------------------------------------ 11th monthly anniversary of Launch Date                      *** - ------------------------------------------------------------------------------------------------------------------ Each monthly anniversary thereafter (excluding the           *** final monthly anniversary (e.g., the last day of the contract)) - ------------------------------------------------------------------------------------------------------------------

 .    Ad Split.  theglobe shall pay Boxlot *** of Net Revenues.

 .    Transactional Revenue. Boxlot shall retain *** of the transaction revenues      it generates from operation of the Service.

                                       13

                                     EXHIBIT B                              PERFORMANCE STANDARDS

A.   Service Availability.  The Service generally shall be publicly available to Users a minimum of 95% of the time during any 7 day period and 98% of the time during any 30 day period, excluding Maintenance.  Maintenance is defined as scheduled Service outages for Service maintenance or upgrades of which theglobe is notified at least 48 hours in advance, so long as such outages are scheduled for low-usage time periods and do not exceed a total of 20 hours in any 30 day period.

B.   Response Time.  The mean response time for server response to access the Service shall not exceed more than 6 seconds during any 1 hour period.

C.   Bandwidth.  Throughout the term, Boxlot shall have an agreement in place with its Internet connectivity provider which requires such provider to automatically increase bandwidth capacity if such capacity exceeds 25% utilization.

D.   Security.  Boxlot shall prevent unauthorized access to restricted areas of its servers and any databases or other sensitive material generated from or used in conjunction with the Service.  In addition, Boxlot shall immediately notify theglobe of any known security breaches or holes in the Service or Co-Branded Pages.

E.   Error Correction.  Boxlot shall resolve any errors with the Service (including without limitation any Javascripts or ActiveX controls used in connection with such pages) that cause such services not to be able to perform one or more major functions within 24 hours of the earlier of its discovery of the error or theglobe's notice of the error.  Boxlot shall resolve all other errors with such services within 7 days of the earlier of its discovery of the error or theglobe's notice of the error.

F.   Browser Compatibility.  The Service shall initially be compatible with Netscape Navigator 3.X and 4.X and Microsoft Internet Explorer 3.X and 4.X. theglobe may unilaterally add additional browsers or versions that the Service must be compatible with, effective after 30 days advance written notice, if theglobe certifies that such additional browsers or versions are used by more than 5% of its Users.  Users shall not require any plug-ins in order to access any Service functionality.

G.   Data Authentication.  Boxlot shall use commercially reasonable efforts, no less than industry-standard, to authenticate the origin of all information provided by theglobe as having come from theglobe.

H.   Customer Support.  Boxlot shall auto-respond to all customer and technical support inquiries within 10 minutes of the receipt of inquiry.  Boxlot shall manually respond to all such inquiries within 24 hours.  Boxlot shall resolve all such inquiries within 72 hours or shall notify theglobe that it cannot do so, in which case theglobe at its sole discretion may intervene to assist in resolving the inquiry.

I.   Remedies.  In addition to other applicable remedies, theglobe may immediately terminate this Agreement without a further cure period if: (a) any breach of this Exhibit lasts 2 consecutive specified time periods, or if no time period for measurement is specified, 10 days, or (b) the same provision is breached on two separate occasions (even if the first was cured).

                                       14

                                     EXHIBIT C                              BOXLOT COMPETITIVE SET

aciauction Auction 123 Auction Net Online Auction Network Auction Online Auction Sales Online Auction Universe Auction USA Auction Warehouse Auction World AuctionAddict AuctionFloor AuctionGate AuctionInc. AuctionLine AuctionPC AuctionPort-Interactive Online Auctions Auctionsamerica Auctionware Technologies AuctionWorks AuctionX Autographs...and more! B2BAuction BargainsUSA Bid on Collectibles

Source: THEGLOBE COM INC, S-1/A, 5/3/1999





Bid Online Bid4it BidAway Web Auctions Biddernet Bidders Paradise BidderSuite bidnask.com Bidnow Boekhout's Collectibles Mall Buck Auction Butterfield & Butterfield Central Missouri Internet Auction Christie's CityAuction Classifieds Live CoinTrade Online CommPublic Online Consultants Research Institute CSL Associates Online Auction for Pearls Dan's Online Auction DealDeal Deep Discount Network Digitalauction eBay

                                       15

  Electronic Auction Encore E-Z Auction FairAuction FinalBid Internet Auction Service First Auction FocalPoint Online Photo Auction Foryourneeds Fun Time Auction G.B. Tate & Sons Online Auction GEMS AUCTION Gifts and More Online Auction Glenn Johnson Coins Going Going Sold Going Once Going, Going...Sold! Golden Age Antiques and Collectibles Golf Auction GolfClubExchange GolfWeb GolfAuction Haggle Online Hobby Markets Online Human Digital Auction Infinite Auction Insight Corp Auction Interactive Auction Online interAUCTION Services Intermodal Equipment Exchange International Electronic Auction Internet Auction House Internet Liquidators Int IWA Auction House John Morelli Auctioneers Keybuy Auction House Klik-Klok Dutch Auction Labx Lightningauctions Magnolia Auction Metric Equipment Sales ML Coins Motherlode Gold Auction Nab-it National Auction Properties, Inc. Nationwide Dealer Exchange Netauction Netauctions NetMarket Nettworth NonProfitAuction Northerbys Online Auctions Numisma Online Coin Auctions Numismatists Online Coin Auctions Old Auction Barn OneWebPlace Online Auction Services

                                       16

  OnLine Exchange ONSALE Interactive Marketplace Paulus Swaen Internet Auction PC Buyer Philatelists Online Prizefight ProAuctions RacerX Remington York Online Auction Rotman Collectibles Sandafayre Sandy's Super Auction Save the Earth Foundation ArtRock Auction Scala-Mathis Auctions, Inc. SCC Exchange Southeast Auction Company Sotheby's Sportsauctionsusa Steal-a-Record Auction Super Auction Superior Coin & Stamp Auction Galleries SurplusAuction Teletrade The Auction Block The Auction Store

Source: THEGLOBE COM INC, S-1/A, 5/3/1999





The Sell And Trade Internet Marketplace TIME MACHINE....Silent Watch Auction u-Auction-it uBid Universe Auctions University of Michigan AuctionBot Up4Sale USAuctions USCents VintageUSA Direct Auction WebAuction Wild Auction World Wide Auctions Yahoo Auction ZAuction 1st Sporting Equipment Auction 3WAuction

                                       17

                                     EXHIBIT D                          AUTOMATIC PARTNER REGISTRATION                                                                                   To maintain a consistent user experience, any theglobe member should not need to separately log in to the Service or the Co-Branded Pages.  The only login or registration that should be required to access the Service or the Co-Branded Pages is theglobe Site's login or registration.  Because Boxlot hosts the Service and the Co-Branded Pages, theglobe will pass to Boxlot information about each User accessing the Service or the Co-Branded Pages as described below:

 .    Accounts will be created for each User via a one-time welcome page      (hosted by theglobe) when the User tries to access the portion of the      Service requiring such registration for the first time.

 .    The welcome page will include registration fields for any information      about the User needed to use the Service but not currently in theglobe's      database.

 .    The welcome page will include a Privacy Policy informing the User that      their data is being passed to a third party (Boxlot) in order to use the      Services.

 .    Any additional required User information is collected and entered into      theglobe's database. Then, the required User information is sent to Boxlot      all at once to create the new account. theglobe will include the User's      username and UserID# in the data passed to Boxlot.

Additional notes on account creation:

 .    The User will only see the Welcome page until they consent to the privacy      policy and enter any required information. This page will not appear after      the User completes the initial account creation process.

 .    Account information stored on Boxlot's servers in connection to the Service      will need to be kept in parity with theglobe. To do so, the parties shall      work together to implement a mechanism for updating information on Boxlot's      servers when User information changes on theglobe Site.

 .    The technology used to pass the data to Boxlot for account creation and      ongoing account updates will be determined jointly by Boxlot and theglobe.

 .    The UserID# theglobe passes to Boxlot during account creation will be      stored by Boxlot in association with each User. This UserID# is necessary      to link individual user reporting and individual account updates between      Boxlot and theglobe on an ongoing basis.

                                       18

Source: THEGLOBE COM INC, S-1/A, 5/3/1999 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[EX A]:
25751