In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

Q: Exhibits 10.9 SERVICES AGREEMENT

This SERVICES AGREEMENT is entered into on, and effective as of, August __, 2019 (the Effective Date) among TransMontaigne Management Company, LLC, a Delaware limited liability company (EmployeeCo) and TLP Management Services, LLC, a Delaware limited liability company (the Operating Company). The above-named entities are sometimes referred to in this Agreement (as defined herein) each as a Party and collectively as the Parties.

WHEREAS, EmployeeCo employs certain individuals (the Services Employees) who provide management, operational and administrative services as necessary to operate the business of the Operating Company and its affiliates (the Services).

NOW THEREFORE, in consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

ARTICLE I Services

1.1 Provision of Services. EmployeeCo agrees to provide to the Operating Company and its affiliates the Services and such other services as may be determined by the Parties from time to time.

1.2 Reimbursement and Allocation. The Operating Company shall reimburse EmployeeCo for all direct or indirect costs and expenses incurred by EmployeeCo in connection with performing its obligations under this Agreement including, but not limited to:

(a) salaries of the Services Employees;

(b) the cost of employee benefits for the Services Employees, including 401(k), pension, bonuses and health insurance benefits (whether through insurance policies provided by third-parties or self-insurance);

(c) costs associated with workers' compensation claims and other disputes or liabilities associated with the Services Employees;

(d) severance costs with respect to any terminated Services Employees; and

(e) all sales, use, employment, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the Services.

Such reimbursements shall be made by the Operating Company to EmployeeCo in advance or immediately upon such costs being incurred, or otherwise in accordance with historical practice, unless otherwise agreed between the Operating Company and EmployeeCo.

1





1.3 Additional Fee. As an additional fee, the Operating Company shall also pay to EmployeeCo an amount equal to 1% of the amount of all reimbursements made under Section 1.2, payable at the same time as such reimbursements, unless otherwise agreed between the Operating Company and EmployeeCo.

1.4 Settlement of Obligations. The Parties may settle their financial obligations under this Agreement Pursuant to the Parties' normal inter-affiliate settlement processes.

ARTICLE II Miscellaneous

2.1 Choice of Law; Submission to Jurisdiction. This Agreement shall be subject to and governed by the laws of the State of Colorado, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Each Party hereby submits to the jurisdiction of the state and federal courts in the State of Colorado and to venue in Denver, Colorado.

2.2 Entire Agreement. This Agreement constitutes the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

2.3 Termination of Agreement. This Agreement shall remain in effect until terminated by the Parties. This Agreement may be terminated by (a) the written agreement of the Parties or (b) by either Party upon 5 days written notice to the other Party. All payment obligations hereunder shall survive the termination of this Agreement in accordance with their respective terms.

2.4 Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties hereto. Each such instrument shall be reduced to writing and shall be designated on its face an Amendment or an Addendum to this Agreement.

2.5 Assignment. No Party shall have the right to assign its rights or obligations under this Agreement without the consent of the other Parties hereto; provided, however, that either party hereto may make a collateral assignment of this Agreement solely to secure working capital financing for such party.

2.6 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart hereof.

2.7 Severability. If any provision of this Agreement shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

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2.8 Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

[Signature Page Follows]

3





IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the date first written above.

TRANSMONTAIGNE MANAGEMENT COMPANY, LLC By: /s/ Daniel R. Revers Name: Daniel R. Revers Title: President TLP MANAGEMENT SERVICES, LLC By: /s/ Michael A. Hammell Name: Michael A. Hammell Title: EVP, General Counsel

A: Highlight the parts (if any) of this contract related to Anti-Assignment that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?
****
Q: Exhibit 10.27

                          e-business Hosting Agreement

                                     between

                                  Bluefly, Inc.

                                       and

                   International Business Machines Corporation

                                        1

                          e-business Hosting Agreement

Under this e-business Hosting Agreement (Agreement) between International Business Machines Corporation (IBM) and Bluefly, Inc. (Customer), IBM will provide Web hosting and related services (Services) to Customer. The Agreement includes these terms and conditions and the documents referenced herein (Base Terms), e-business hosting services order forms accepted by IBM (Order Forms), and the following attachments:

a.    Attachment A: Facilities Services;

b.    Service Option Attachment for Facilities Services; and

c.    all other applicable attachments referenced in the Order Forms for       Services options selected by Customer (Service Option Attachments).

In the event of a conflict between the Base Terms and an attachment, the Base Terms will govern, except where an attachment or a provision contained therein expressly states that it will govern over the Base Terms. The Base Terms and the attachments always govern over any inconsistent provision in an Order Form.

-------------------------------------------------------------------------------- 1.0   Definitions

a.    Acceptable Use Policy means the Acceptable Use Policy for IBM e-business       Services, located on the Internet at http://www.ibm.com/services/       e-business/aup.html, as of the Effective Date, and any subsequent       modification in accordance with Section 13.2 below.

b.    Affiliates means entities that control, are controlled by, or are under       common control with a party to this Agreement.

c.    Base Components means the hardware and software that IBM makes       available, if any, as specified in Order Forms and associated Service       Option Attachments.

d.    Content means information, software, and data that Customer provides,       including, without limitation, any hypertext markup language files,       scripts, programs, recordings, sound, music, graphics, images, applets or       servlets that Customer or its Subcontractors or Services Recipients       create, install, upload or transfer in or through the e-business Hosting       Environment and/or Customer Components.

e.    Content Administrator means an employee or Subcontractor of Customer who       is authorized by Customer to install, upload and/or maintain Content using       a User Identification.

f.    Customer Components means the hardware, software and other products,       data and Content that Customer provides, including those specified in       Service Option Attachments.

g.    e-business Hosting Environment means the Base Components and the IBM       provided Internet access bandwidth, collectively.

h.    Enterprise means any legal entity and the subsidiaries it owns by more       than 50 percent. The term Enterprise applies only to the portion of the       Enterprise physically located within the United States of America.

i.    IBM e-business Hosting Center means the facility used by IBM to provide       the Services.

j.    Internet means the public worldwide network of TCP/IP-based networks.

k.    Materials means literary or other works of authorship (such as programs,       program listings, programming tools, documentation, reports, drawings and       similar works) that IBM may deliver to Customer. Materials does not       include licensed program products available under their own license       agreements or Base Components.

l.    Required Consents means any consents or approvals required to give IBM       and its Subcontractors the right or license to access, use and/or modify       in electronic form and in other forms, including derivative works, the       Customer Components, without infringing the ownership or intellectual       property rights of the providers, licensors, or owners of such Customer       Components.

m.    Service Option Ready Date means the date that IBM has notified Customer       that IBM has completed the implementation activities





                                       2

      specified in an applicable Service Option Attachment.

n.    Services Recipients means any entities or individuals receiving or using       the Services, or the results or products of the Services.

o.    Service Option Attachment Start Date means the day after the date of the       last signature on an Order Form authorizing the Services under an       applicable Service Option Attachment.

p.    Subcontractor means a contractor, vendor, agent, or consultant selected       and retained by IBM or Customer, respectively.

q.    TCP/IP means Transmission Control Protocol/Internet Protocol.

r.    User Identification or ID means a string of characters that uniquely       identifies a Content Administrator.

-------------------------------------------------------------------------------- 2.0   IBM Services Responsibilities

IBM will perform the Services described in Attachment A and applicable Service Option Attachments.

-------------------------------------------------------------------------------- 3.0   Term and Termination

3.1   Term

This Agreement will be effective beginning on 12:01 a.m., Eastern Time, on the day after the date of last signature to these Base Terms (Effective Date) and ending on the expiration and/or termination of all Service Option Attachments, unless the Agreement is terminated earlier in accordance with the terms herein. The term of each Service Option Attachment is as specified on the applicable Order Form.

3.2   Renewal

Each Service Option Attachment will renew automatically for an additional term equal in duration to the previous term of the applicable Service Option Attachment unless either party notifies the other party in writing at least ninety (90) days prior to the end of the then-current term for the applicable Service Option Attachment that it has elected to terminate such Service Option Attachment.

3.3   Termination for Cause

Customer or IBM may terminate this Agreement for material breach of this Agreement by the other upon written notice containing the specific nature and dates of the material breach. The breaching party will have thirty (30) days from receipt of notice to cure such breach, except for nonpayment by Customer, which must be cured within seven (7) business days from receipt of notice. If such breach has not been timely cured, then the non-breaching party may immediately terminate this Agreement upon written notice; provided, however, it is understood that in the event IBM has so breached this Agreement IBM shall not be entitled to recover the early termination charges described in Section 3.4(b) below.

3.4   Termination for Convenience

Customer may terminate this Agreement (including all Service Option Attachments) or any Service Option Attachment (with the exception of any Service Option Attachment that is a prerequisite for the provision of Services under a non-terminated Service Option Attachment) for convenience at the end of any calendar month by:

a.    providing at least one month's prior written notice to IBM; and

b.    paying the applicable early termination charges, if any, specified in       Attachment A and applicable Service Option Attachments.

In the event that Customer exercises its rights under this Section 3.4, IBM shall continue to fulfill all of its duties and obligations following the notice date and until the final termination date.

3.5   Effect of&sbsp;Termination

Upon the date of termination, all Customer payment obligations accrued hereunder through the date of termination will become due and payable. The termination of selected Service Option Attachments will not affect Customer's obligation to pay charges under other Service Option Attachments.

-------------------------------------------------------------------------------- 4.0   Charges and Payment

4.1   Charges

Charges for applicable Services will be specified in Service Option Attachments and Order Forms. Charges can be specified as one-time, installment, recurring, or usage. IBM will invoice such Charges when they begin or are due as set forth in Service Option Attachments.





4.2   Payment

IBM invoices will specify the amount due. Payment is due upon receipt and payable as specified in such invoice. Customer agrees to pay accordingly, including any late payment fees. Payment will be made in United States dollars.

4.3   Taxes

                                       3

Customer will pay or provide appropriate exemption documentation for all taxes, duties, levies, and any other fees (except for taxes based upon IBM's net income) related to the Services imposed by any governmental authorities. Charges specified herein (including in an Order Form) are exclusive of any such taxes, duties, levies or fees.

-------------------------------------------------------------------------------- 5.0   Warranties and Disclaimers

5.1   IBM Representations and Warranties

IBM represents and warrants that:

a.    it will perform the Services using reasonable care and skill and in       accordance with the applicable Service Option Attachments (which means the       degree of knowledge, skill and judgment customarily exercised by members       of the applicable profession with respect to work of a similar nature);       and that it will provide Customer with competent, fully trained, fully       qualified and responsible personnel to perform the Services; and

b.    it has the requisite corporate power and authority to execute, deliver and       perform its obligations under this Agreement.

IBM covenants that it will comply with the laws applicable to IBM's business.

5.2   Exclusivity of Warranties

THE WARRANTIES IN SECTION 5.1 ARE THE EXCLUSIVE WARRANTIES FROM IBM. THEY REPLACE ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

5.3   Security

a.    Customer acknowledges that IBM does not control the transfer of data over       telecommunications facilities, including the Internet.

b.    Subject to the other disclaimers contained herein, IBM will implement the       security features specified herein, including the IBM perform security       obligations identified in Section 8.0 of the Facilities Services Service       Option Attachment. However, IBM does not warrant secure operation of the       Services or that it will be able to prevent third party disruptions of the       e-business Hosting Environment or Customer Components.

c.    Customer acknowledges that IBM offers numerous security options, specified       in Service Option Attachments. Customer is responsible for selecting on       Order Forms the set of security options that it determines meet Customer's       needs.

d.    Customer agrees that IBM shall have no liability for any provision of       security-related services or advice that IBM may voluntarily provide       outside the scope of selected Service Option Attachments.

5.4   Other Disclaimers

a.    IBM does not warrant uninterrupted or error-free operation of any Service       or that IBM will correct all defects. open

b.    IBM does not make any representation or warranty as to the capacity,       performance or scalability of the Services, e-business Hosting       Environment, or Customer Components.

c.    IBM PROVIDES ALL MATERIALS AND ALL NON-IBM SERVICES, PRODUCTS, DATA,       APPARATUS AND SOFTWARE AS IS, WITHOUT WARRANTY OF ANY KIND, INCLUDING,       WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,       SATISFACTORY QUALITY, AND FITNESS FOR&sbsp;A PARTICULAR PURPOSE. Non-IBM       suppliers may provide their own warranties to you.

-------------------------------------------------------------------------------- 6.0 Confidentiality

All information exchanged between the parties is non-confidential; provided, however if either or both parties require the exchange of confidential information, such information will be exchanged under the terms and conditions of the Agreement for Exchange of Confidential Information executed by IBM on August 3, 2001 (the AECI) (it being further agreed as follows: (a) the AECI is hereby modified so that any information that is disclosed by a party hereto that a reasonable person would construe, based upon the nature of the information and the circumstances surrounding the disclosure, as intended to be confidential shalll be deemed to be confidential Information under the AECI and shall be accorded all protections of the AECI and (b) after the date hereof the parties hereto shall enter into a modification of the AECI whereby the provisions of (a) immediately above are documented and (c) the parties shall also amend the AECI so as to reflect the following agreement: in the event that a breach or





threatened breach of a party's obligations hereunder shall cause irreparable harm wherein a remedy at law would

                                       4

prove inadequate, the aggrieved party shall have the right to seek and obtain an injunction so as to prevent any further disclosure of the confidential Information. With respect to any confidential information contained in or traveling through the e-business Hosting Environment or Customer Components, the provisions of Sections 5, 9, and 10 herein will prevail to the extent of any inconsistent provisions in the confidentiality agreement.

-------------------------------------------------------------------------------- 7.0   Materials

a.    IBM will specify Materials to be delivered to Customer. IBM will identify       them as being Type I Materials, Type II Materials, or otherwise as       Customer and IBM agree in writing. If not specified, Materials will be       considered Type II Materials.

b.    Type I Materials are those, created during the Service performance period,       in which Customer will have all right, title, and interest (including       ownership of copyright). IBM will retain one copy of the Materials.       Customer grants to IBM:

      1.    an irrevocable, nonexclusive, worldwide, paid-up license to use,             execute, reproduce, display, perform, distribute (internally and             externally) copies of, and prepare derivative works based on Type I             Materials; and       2.    the right to authorize others to do any of the same.

c.    Type II Materials are those, created during the Service performance period       or otherwise (such as those that preexist the Service), in which IBM or       third parties have all right, title, and interest (including ownership of       copyright). IBM will deliver one copy of the specified Materials to       Customer. IBM grants Customer an irrevocable, nonexclusive, worldwide,       paid-up license to use, execute, reproduce, display, perform, and       distribute, within Customer's Enterprise only, copies of Type II       Materials.

d.    The parties agree to reproduce the copyright notice and any other legend       of ownership on any copies made under the licenses granted in this Section       7.

-------------------------------------------------------------------------------- 8.0   Indemnification

8.1   Indemnification by IBM

If a third party claims or threatens a claim that Materials or Base Components IBM provides to Customer or uses in connection with the performance of the Services infringe that party's patent, trademark, copyright, or trade secret, then IBM will indemnify, defend and hold harmless the Customer, its Enterprise and their respective employees, officers, agents and directors against that claim or threatened claim at IBM's expense and pay all costs, damages, penalties and reasonable attorneys' fees that a court finally awards in connection with that claim (or which IBM&sbsp;agrees in any final settlement) provided that Customer:

a.    promptly notifies IBM in writing of the claim; and

b.    allows IBM to control, and cooperates with IBM in, the defense and any       related settlement negotiations (it being understood and agreed that if       Customer incurs any costs in connection with such cooperation, over and       above nominal costs, IBM shall reimburse Customer therefor, such costs to       potentially include, without limitation, the costs incurred by Customer in       connection with depositions, responses to interrogatories, or testimony at       trial or any similar proceeding, and travel costs in connection therewith;       provided, however, such obligation of IBM as set forth in this       parenthetical is conditioned upon Customer first obtaining IBM's consent       to the incurring of such costs, such consent to be reasonably granted). If       such a claim is made or appears likely to be made, Customer agrees to       permit IBM to enable Customer to continue to use the Materials or Base       Components, or to modify them, or replace them with non-infringing       Materials or Base Components that are at least functionally equivalent. If       IBM determines that none of these alternatives is reasonably available,       Customer agrees to return the Materials or Base Components (if in       Customer's possession) to IBM on IBM's written request. IBM will give       Customer a credit equal to the amount Customer paid IBM for the applicable       Materials or for use of the applicable Base Components up to a maximum of       twelve (12) months of applicable charges. This is IBM's entire obligation       to Customer with regard to any claim of infringement. Notwithstanding the       foregoing, IBM is not responsible for third party claims based on:

      1.    anything Customer provides which is incorporated into the Materials;

      2.    Customer's modification of the Materials;

                                       5

      3.    the combination, operation, or use of the Materials with any             product, data, or apparatus that IBM did not provide; or





      4.    non-IBM hardware, software, or data, including those that may be in             the Base Components.

8.2   Indemnification by Customer

a.    Customer will defend IBM and its Enterprise and their employees, officers,       and directors against any third party claim (and pay all damages that a       court of competent jurisdiction awards, or which Customer agrees in any       final settlement to such third party and any reasonable attorneys' fees       and expenses of defense incurred by IBM):

      1.    that Content or Customer's use of the Services violates Customer's             obligation in Section 11.2(b);

      2.    that Customer Components infringe that party's patent or copyright;

      3.    that is brought by a Services Recipient and is related, directly or             indirectly, to the Services; or

      4.    arising out of or related to a mechanics' lien Customer is required             to cancel and discharge pursuant to this Agreement.

b.    For indemnification under this Section 8.2, IBM will:

      1.    promptly notify Customer in writing of the claim; and

      2.    allow Customer to control, and will cooperate with Customer in, the             defense and any related settlement negotiations.

c.    Notwithstanding anything else to the contrary contained herein, Customer       shall be relieved of its indemnification duty or obligation to the extent       that IBM's bad faith, willful misconduct or gross negligence. breach of       its contractual obligations hereunder is a cause of the damages suffered       by the Services Recipient.

-------------------------------------------------------------------------------- 9.0   Limitation of Liability

9.1   IBM's Limitation of Liability

Circumstances may arise where, because of a default on IBM's part or other liability, Customer is entitled to recover damages from IBM. Regardless of the basis on which Customer is entitled to claim damages from IBM (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), IBM is liable for no more than:

a.    indemnification payments as provided in Section 8.1;

b.    damages for bodily injury (including death) and damage to real property       and tangible personal property; and

c.    the amount of any other actual direct damages, up to the greater of       $100,000 or the charges paid by Customer to IBM for the Services in the       twelve (12) months immediately preceding the accrual of the first claim       related to the Services. The foregoing limit also applies to any of IBM's       Affiliates and Subcontractors. It is the cumulative maximum for which IBM       and its Affiliates and Subcontractors are collectively responsible. Under       no circumstances is IBM, its Affiliates or its Subcontractors liable for       any of the following:

      1.    third party claims against Customer for damages (other than those             expressly provided in Subsections 9.1(a) and 9.1(b)); or

      2.    loss of, or damage to, Customer's or any other entity's records or             data.

9.2   Customer's Limitation of Liability

Circumstances may arise where, because of a default on Customer's part or other liability, IBM is entitled to recover damages from Customer. Regardless of the basis on which IBM is entitled to claim damages from Customer (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), Customer is liable for no more than:

a.    Indemnification payments as provided in Section 8.2;

b.    damages for bodily injury (including death) and damage to real property       and tangible personal property; and

(c) the amount of any other actual direct damages, up to the greater of $100,000 or the charges paid by Customer to IBM for the Services in the twelve (12) months immediately preceding the accrual of the first claim related to the Services. The foregoing limit also applies to any of Customer's Affiliates. It is the cumulative maximum for which Customer and its Affiliates are collectively responsible. Under no circumstances is Customer or its Affiliates liable for any third party claims against IBM for damages (other than those

                                       6

expressly provided in Subsections 9.2(a) and 9.2(b)).

-------------------------------------------------------------------------------- 10.0  Disclaimer of Consequential Damages





a.    In no event will either party be liable to the other for special,       incidental, or indirect damages or for any consequential damages       (including lost profits or savings), even if they are informed of the       possibility; provided that this Section 10 does not apply to Customer's       failure to pay any amounts owing to IBM under this Agreement (including       amounts owing for Services that would have been rendered but for       Customer's breach of this Agreement).

-------------------------------------------------------------------------------- 11.0  Other Customer Obligations

11.1  Services Support

Customer will comply with its responsibilities to support the Services as specified in Attachment A and in applicable Service Option Attachments. Such obligations are to be performed at no charge to IBM. IBM's obligations are contingent on Customer meeting such support obligations.

11.2 Representations and Warranties

Customer represents and warrants that:

a.    it has the requisite corporate power and authority to execute, deliver and       perform its obligations under this Agreement; Customer has no contractual       or other obligation that (i) restricts or prohibits Customer's execution       or performance of this Agreement, or (ii) Customer will breach in       connection with the execution or performance of this Agreement; and

b.    its use of the Services and all Content will comply with the Acceptable       Use Policy.

11.3  Suspected Violations

IBM reserves the right to investigate potential violations of the representations and warranties in Subsection 11.2(b). If IBM reasonably determines that a breach of any such warranty has occurred, then IBM may, in its sole and reasonable discretion:

a.    restrict Customer's access to the Services;

b.    remove or require removal of any offending Content;

c.    terminate this Agreement for cause; and/or

d.    exercise other rights and remedies, at law or in equity.

Except in an emergency or as may otherwise be required by law, before undertaking the activities in Subsection 11.3(a) or 11.3(b), IBM will attempt to notify Customer by any reasonably practical means under the circumstances, such as, without limitation, by telephone or e-mail.

Customer will promptly notify IBM of any event or circumstance related to this Agreement, Customer's use of the Services, or Content of which Customer becomes aware that could lead to a claim or demand against IBM, and Customer will provide all relevant information relating to such event or circumstance to IBM at IBM's request.

11.4  Required Consents

Customer will promptly obtain and upon request provide to IBM evidence of such Required Consents necessary for IBM to provide the Services. IBM will be relieved of its obligations to the extent that they are affected by Customer's failure to obtain and provide promptly to IBM any Required Consents.

11.5  Capacity Planning

Customer is responsible for determining whether the Base Components, IBM provided Internet access bandwidth, Customer Components and their combination will meet Customer's capacity or performance needs. Customer is responsible for planning for and requesting changes to the Base Components or IBM provided Internet access bandwidth, as determined by Customer, including any additional capacity required to support anticipated peaks in demand that may significantly increase Web site hits, transaction volumes, or otherwise increase system resource utilization.

11.6  Content and Digital Certificates

Customer is solely responsible for:

a.    all Content including, without limitation, its selection, licensing,       accuracy, performance, maintenance, and support; and

b.    the selection, management and use of any public and private keys and       digital certificates it may use with the Services.

-------------------------------------------------------------------------------- 12.0  Base Components

12.1  License

IBM grants Customer a nonexclusive, revocable license to use the Base Components solely in connection with the Services as provided under this Agreement. Customer agrees not to download or otherwise copy, reverse assemble, reverse compile, or otherwise translate the software





                                       7

portions of the Base Components, other than to make one copy for backup purposes.

12.2  Maintenance of Base Components

For Base Components provided hereunder, IBM will provide, at no additional cost to Customer, maintenance as reasonably determined by IBM and upon notice to Customer. Unless otherwise specified in an SOA, such maintenance excludes upgrades to Base Components. Call back response times for Base Component failures through issue resolution is designated in the relevant Service Option Attachment.

12.3  No Sale or Lease of Goods

As between Customer and IBM, IBM retains all right, title and interest in the Base Components. No goods are sold or leased by IBM under this Agreement. If Customer desires to purchase or to lease goods from IBM, such purchase or lease will be governed by a separate mutually acceptable written agreement between Customer and IBM or an IBM Affiliate.

12.4  No Lease of Real Property

This Agreement is a services agreement and not a lease of any real property.

-------------------------------------------------------------------------------- 13.0  Changes

13.1  Services

IBM, in its reasonable discretion, may change the terms and conditions of Attachment A and/or Service Option Attachments, upon at least ninety (90) days prior notice to Customer. IBM may change the prices of Service Option Attachments after twelve (12) months following the applicable Service Option Attachment Start Date upon at least ninety (90) days prior written notice to Customer. Any such changes will not apply retroactively. If Customer disagrees with any such changes, Customer may in its sole discretion terminate this Agreement (or some or all of the affected Service Option Attachments) without the payment of termination charges upon notice to IBM at least thirty (30) days prior to the effective date of the applicable change.

13.2 Acceptable Use Policy

IBM, in its reasonable discretion, may modify the Acceptable Use Policy upon thirty (30) days' notice to Customer.

13.3 Amendments

Except for changes pursuant to Sections 13.1 and 13.2, this Agreement may be amended only by a writing signed by authorized representatives of both parties.

-------------------------------------------------------------------------------- 14.0  General

14.1  Headings

The headings of the various sections of this Agreement have been inserted for convenience only and shall not affect the interpretation of this Agreement.

14.2  Survival

Any of these terms and conditions which by their nature extend beyond the Agreement termination or expiration remain in effect until fulfilled, including, without limitation, Sections 3.5, 4, 5, 6, 7, 8, 9, 10, 11.2, 11.3, 11.6, 12.2, 12.3, and 14, and apply to both Customer's and IBM's respective successors and assignees.

14.3  Choice of Law

This Agreement will be governed by the substantive laws of the State of New York, without regard for its conflict of laws provisions.

14.4  Waiver of Jury Trial

The parties waive any right to a jury trial in any proceeding arising out of or related to this Agreement.

14.5  Severability

If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired thereby, so long as the remaining provisions of this Agreement still express the original intent of the parties. If the original intent of the parties can not be preserved, this Agreement shall either be renegotiated or terminated.

14.6  Publicity and Trademarks

Neither party grants the other the right to use its or any of its Affiliates' trademarks, trade names, or other designations in any promotion, publication, or Web site without prior written consent. Except as may be required by law or as may be required by IBM to perform the Services, neither party may disclose to any third party the terms and conditions of this Agreement, without prior





written consent.

14.7  No Third-Party Beneficiaries

Except as expressly provided in Section 8, this Agreement does not create any intended third party beneficiary rights.

14.8 Personnel

Each party is responsible for the supervision, direction, and control of its respective personnel. IBM reserves the right to determine the assignment of its personnel. IBM may subcontract portions of

                                       8

the Services to Subcontractors and Affiliates selected by IBM.

14.9  No Agency

This Agreement does not create an agency, joint venture, or partnership between the parties.

14.10 Assignment

Customer will not assign this Agreement or any of its rights hereunder without the prior written consent of IBM, such consent not to be unreasonably withheld. Notwithstanding the foregoing, Customer may assign this Agreement to a successor organization by merger, consolidation or acquisition. Any attempted assignment in violation of the foregoing will be void. In any permitted assignment, Customer will remain liable for its obligations hereunder.

14.11 No Resale

Customer shall not resell the Services, in whole or in part.

14.12 Risk of Loss

Risk of loss for all Base Components shall at all times remain with IBM. Risk of loss for all Customer Components shall at all times remain with Customer.

14.13 Force Majeure

Except for payment obligations hereunder, neither party is responsible to fulfill its obligations to the extent due to causes beyond its control.

14.14 Actions Period

Neither party will bring a legal action related to this Agreement more than two years after the cause of action accrued.

14.15 Waiver

The failure of one party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver, nor shall it deprive that party of the right to insist later on adherence thereto. Any waiver must be in writing and signed by an authorized representative of the waiving party.

14.16 Freedom of Action

Each party is free to enter into similar agreements with others.

14.17 Limitation of Licenses

Each of us grants only the licenses expressly specified herein. No other licenses or rights (including licenses or rights under patents) are granted.

14.18 Data Protection

You agree to allow International Business Machines Corporation and entities within its Enterprise to store and use your contact information, including names, phone numbers, and e-mail addresses, anywhere they do business. Such information will be processed and used in connection with our business relationship, and may be provided to contractors, Business Partners, and assignees of IBM Corp. and entities within its Enterprise for uses consistent with their collective business activities, including communicating with you (for example, for processing orders, for promotions, and for marketing research). For personal information processed by IBM on your behalf as part of the Services, IBM will act in accordance with your instructions by following such processing and security obligations as are contained in this Agreement. You also confirm that you are solely responsible for ensuring that any processing and security obligations comply with applicable data protection laws. Your contact information shall not be considered personal information processed on your behalf.

14.19 Geographic Scope

Although it is possible that Services Recipients outside of the United States of America may access Customer's Web site, IBM's delivery of the Services will only occur within the United States of America, and IBM's obligations hereunder are valid only in the United States of America.

14.20 Notices

Any notices required or permitted hereunder will be effective upon receipt and





will be personally delivered; mailed via the postal service; sent by reliable overnight courier; or transmitted by confirmed facsimile. Except for notices under Section 11.3, all notices will be in writing and addressed to the applicable party's designated representative at the address specified in this Agreement. Except as to notices permitted or required under Sections 3 or 8, the parties agree that electronic mail messages sent between them using security procedures sufficient to reasonably authenticate them will be deemed writings. In addition, IBM may provide notice under Section 13.2 by a posting to the Web site identified in Section 1.0(a).

                                       9

Customer and IBM agree that this Agreement, including the Base Terms and applicable attachments and Order Forms, is the complete agreement between the parties relating to the subject matter hereof. This Agreement replaces and supersedes any other prior or contemporaneous agreements or communications between the parties related to the subject matter hereof.

Agreed and Accepted:

Bluefly Inc.                                     International Business Machines                                                  Corporation

By: /s/ Patrick C. Barry                         By: /s/ Maura Lynch Gray   -----------------------------                     ----------------------------   Customer Authorized Signature                        Authorized Signature

Patrick C. Barry         1/9/02                  Maura Lynch Gray        1/14/02 -------------------------------                  ------------------------------- Name (type or print)      Date                   Name (type or print)       Date

Chief Financial Officer and Chief Operating Officer                                Business Unit Executive ---------------------------------                ------------------------------- Title                                            Title

Customer number:                                 Agreement number: Customer address: 42 West 39th Street 9th Floor NY,NY 10018

                                                 Engagement number:                                                  IBM contract representative:                                                  IBM Services identifier:  FL

After signing, please return a copy of this Agreement to the following address:

IBM Global Services 3109 W. Dr. M. L. King, Jr. Blvd. Tampa, FL 33607 Attention:  Order Fulfillment Services

                                       10

A: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?
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Q: EXHIBIT 10.1

                          BUSINESS AFFILIATE AGREEMENT

This  Business  Affiliate  Agreement   (Agreement)  dated  January  28,  2005, effective  as of October 15,  2004,  (Effective  Date) is entered  into by and between Dr. George D. Green (the Business Affiliate) and UNION DENTAL CORP., a Florida  corporation  (UDC)  (collectively,  Business Affiliate and UDC may be referred to collectively as the Parties and singularly as a (Party).

                                    RECITALS

     WHEREAS,  the Business  Affiliate  wishes to help further  UDC's mission of Managing  dental  offices,  whereby  Business  Affiliate  and UDC will  exchange confidential information (as defined below):

     NOW THEREFORE,  in consideration of the premises,  covenants and agreements and  the  mutual   promises   herein   made,   and  in   consideration   of  the representations,  warranties, and covenants herein contained, and for other good and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby acknowledged, the Parties hereto agree as follows:

                                    AGREEMENT

     1.  Definitions.  A  Confidential  Information@  shall  mean  any  and  all information  that a Party may reasonably  expect to remain  confidential and not shared with the general public at any time or that information that is protected by law.

     2.  Services.  It is anticipated  that the Business  Affiliate will provide services both for clients of the Business Affiliate and UDC that involve the use and disclosure of Confidential Information (the Services). Except as otherwise specified  herein,  the  Parties  may  make  any  and all  uses of  Confidential Information  necessary to perform the  Services.  Additionally,  the Parties may disclose Confidential  Information for the purposes authorized by this Agreement only (a) to its employees,  subcontractors  and agents,  in accordance with this Agreement,  or (b) as directed by the other Party.  The Parties  expressly agree that any and all uses or disclosures of the Confidential  Information by a Party will be done in accordance  with the terms of this  Agreement and the provisions of all applicable federal and state laws and regulations.

     3.  Responsibilities  of  the  Parties.  With  regard  to  its  use  and/or disclosure  of  Confidential  Information,  each Party  hereby  agrees to do the following:

          a. Use and/or disclose the Confidential  Information only as permitted      or required by this Agreement or as otherwise required by law;

                                        1

          b. Report to the other Party, in writing, any use and/or disclosure of      the  Confidential  Information  that is not  permitted  or required by this      Agreement of which a Party  becomes aware within five (5) days of a Party=s      discovery of such unauthorized use and/or disclosure;

          c.  Use  appropriate  safeguards  to  maintain  the  security  of  the      Confidential  Information and to prevent unauthorized use and/or disclosure      of such Confidential Information;

          d. Require all of its employees,  representatives,  subcontractors  or      agents that receive or use or have access to Confidential Information under      this Agreement to agree in writing to adhere to the same  restrictions  and      conditions on the use and/or  disclosure of Confidential  Information  that      apply  herein,   including   the   obligation  to  return  or  destroy  the      Confidential Information as provided under paragraph g of this Section 3.

          e. Make available,  during normal business hours, at a Party=s offices      all records, books, agreements, policies and procedures relating to the use      and/or  disclosure  of  Confidential  Information  that is  subject to this      Agreement,  to the other  Party  within ten (10) days of a Party's  written      request,  for the purpose of  enabling a Party to verify the other  Party=s      compliance with the terms of this Agreement;

          f. Within  fifteen  (15) days of  receiving a written  request  from a      Party,  provide to the other Party such  information  as is  requested by a      Party to permit the other  Party to  respond  to a request  by the  subject      individual for amendment and accounting  purposes of the disclosures of the      individual=s Confidential Information;

          g.  Return to a Party or  destroy,  as  requested  by a Party,  within      fifteen (15) days of the  termination of this Agreement,  any  Confidential      Information  provided  to such  Party and in its  possession  and retain no      copies or back-up tapes;

          h. Parties agrees to mitigate, to the extent practicable,  any harmful      effect  that is  known to a Party of a use or  disclosure  of  Confidential      Information by a Party in violation of the requirements of this Agreement;

          i. To inform a Party of any  changes  in the form of notice of privacy      practices  that the other  Party  provides to  individuals  and provide the      Party a copy of the notice currently in use; and

          j. To  inform  the Party of any  changes  in, or  withdrawal  of,  the      consent  or  authorization   provided  to  a  Party  by  individuals  whose      Confidential Information may be used and/or disclosed by a Party under this      Agreement.

                                        2

Source: UNION DENTAL HOLDINGS, INC., 8-K/A, 2/4/2005





     4. Mutual  Representation and Warranty.  Each Party represents and warrants to the  other  Party  that all of its  employees,  agents,  representatives  and members of its work force,  whose  services  may be used to fulfill  obligations under this  Agreement,  are or shall be  appropriately  informed of the terms of this  Agreement  and are  under  legal  obligation  to  comply  fully  with  all provisions of this Agreement.

     5. Term and Termination.

          a. Term. This Agreement  shall become  effective on the Effective Date      and shall  continue in effect until  either  Party  informs the other Party      with thirty (30) day prior written notice of termination of this Agreement.

          b. Termination.  UDC may immediately  terminate this Agreement without      notice  and any  related  agreement  if it  determines  that  the  Business      Affiliate  has breached a material  provision  of this  Agreement or if the      activities  contemplated under this Agreement will result in a violation of      any federal or state law or if such Services  would,  in the opinion of UDC      and its counsel. Alternatively, UDC may choose to: (i) provide the Business      Affiliate  with ten (10) days written notice of the existence of an alleged      material breach;  and (ii) afford the Business  Affiliate an opportunity to      cure said alleged material breach upon mutually agreeable terms. Failure to      cure in the manner set forth in this paragraph is grounds for the immediate      termination of the Agreement.

          c. Effect of Termination.  Upon termination of this Agreement, for any      reason, each Party hereto shall return to the other Party, or destroy,  all      of such Party's  Confidential  Information  in the  possession of the other      Party.  This provision shall apply to Confidential  Information  that is in      the possession of  subcontractors or agents of each Party. Each Party shall      retain no copies of the Confidential  Information of the other Party except      as may be required by law.

     6. Indemnification.  The Parties hereby covenant and agree to indemnify and hold harmless each other, it's agents and  representatives  from and against any and all losses, costs, expenses, liabilities, claims, demands, judgments and its settlements  of every  nature that are actually  incurred by a Party,  including without limitation reasonable attorney's fees for pre-trial,  trial,  appellate, judgment,  post-judgment,  execution, and alternative dispute resolution,  which arise out of any use or disclosure of Confidential  Information not specifically permitted by this  Agreement  or arise out of the services  rendered by Business Affiliate.  The provisions of this Paragraph 6 shall survive the  termination of this Agreement for whatever reasons whatsoever.

     7. Miscellaneous.

          a.  Survival.  The  respective  rights  and  obligations  of  Business      Affiliate  and UDC under the  provisions  of  Sections  3(g)  [Responsibilities of the Parties] and 3(h)  [Responsibilities of the Parties] and 6      shall survive the termination of this Agreement indefinitely.

                                        3

          b. Amendment. This Agreement may not be modified or amended, except in      writing as agreed to by each Party.

          c. No Third Party  Beneficiaries.  Nothing  express or implied in this      Agreement is intended to confer, nor anything herein shall confer, upon any      person other than the Parties hereto any rights, remedies,  obligations, or      liabilities whatsoever.

          d.  Notices.  All  notices or  communications  required  or  permitted      pursuant  to the terms of this  Agreement  will be in  writing  and will be      delivered in person or by means of certified or  registered  mail,  postage      prepaid, return receipt requested, to such Party at its last known address,      or such other person or address as such Party may specify by similar notice      to the other Party hereto or by telephone  facsimile  with a hard copy sent      by mail on the next  business  day.  All such  notices will be deemed given      upon delivery if delivered by hand, on the third business day after deposit      with the U.S. Postal  Service,  and on the first business day after sending      it by facsimile.

          e. Relationship of the Parties. It is expressly  understood and agreed      that (i) in the performance of Services under this Agreement,  the Business      Affiliate shall at all times act as an independent  contractor with respect      to UDC and not as an employee or agent of UDC and (ii) nothing contained in      this Agreement  shall be construed to create a joint venture,  partnership,      association  or  other  affiliation,  or  like  relationship,  between  the      Parties,  it being  specifically  agreed that the relationship is and shall      remain  that  of  independent   Parties  to  a  contractual   relationship.      Accordingly,  UDC shall  neither have nor exercise any specific  control or      direction over the particular  methods by which Business Affiliate performs      services  required by this  Agreement.  In no event shall  either  Party be      liable  for the debts or  obligations  of the  other,  except as  otherwise      specifically provided in this Agreement. Neither Party shall have any claim      under this Agreement or otherwise against the other Party for vacation pay,      paid  sick  leave,   retirement   benefits,   social   security,   worker=s      compensation, health, disability,  professional malpractice or unemployment      insurance  benefits,  or other employee  benefits of any kind. Based on the      foregoing, (i) Business Affiliate will not be treated as an employee of UDC      for Federal tax  purposes;  (ii) UNION DENTAL  CORP.,  will not withhold on      behalf  of  Business  Affiliate  any  sums  for  income  tax,  unemployment      insurance,  social security or any other withholding pursuant to any law or      requirement of any  government  body, or make available any of the benefits      afforded to employees of UDC (iii) all of such  payments,  withholdings  or      benefits due any governmental agency, if any, are Business Affiliate=s sole      responsibility;  and  (iv)  Business  Affiliate  will  indemnify  and  hold      harmless UDC from any and all loss or liability arising from his failure to      make  such  payments,  withholds  and  benefits,  if any.  In the event the      Internal Revenue Service or any other  governmental  agency should question      or challenge the Business  Affiliate=s  independent  contractor status, the      Parties  hereby agree that both  Business  Affiliate and UDC shall have the      right to participate in any discussions or negotiations

Source: UNION DENTAL HOLDINGS, INC., 8-K/A, 2/4/2005





                                        4

     occurring with such agency or agencies,  regardless of with whom or by whom      such discussions or negotiations are initiated.

          f. Business  Affiliate  acknowledges  that the Business  Affiliate has      read,  understood  and accepted the terms and  conditions in UDC's Business      Affiliate manual, the terms and conditions of which are hereby incorporated      into this agreement by reference.

     IN WITNESS  WHEREOF,  the Parties  hereto have caused this  Agreement to be signed as of the date and year first above written.

                                 Business Affiliate

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

                                 By: /s/ George D. Green                                  --------------------------------                                  Name: George D. Green                                  --------------------------------

                                 Title:                                  --------------------------------

                                 UNION DENTAL CORP.

                                 By: /s/ George D. Green                                  --------------------------------                                  Name: George D. Green                                  --------------------------------

                                 Title:CEO and President                                  --------------------------------

udc-8ka_ex10baa1.doc

                                                       5

Source: UNION DENTAL HOLDINGS, INC., 8-K/A, 2/4/2005

A:
Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
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