Sample Business Contracts

Management Services Agreement - Hollywood Services Inc. and Baseline Inc.

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                          MANAGEMENT SERVICES AGREEMENT

     This MANAGEMENT SERVICES AGREEMENT (the "Agreement") is entered into on
January 14, 2002 by and between HOLLYWOOD SERVICES, INC., a Delaware corporation
("Management Co.") and BASELINE, INC., a Delaware corporation (the "Company").


     1.1. The Company compiles, produces and licenses data related to the
          entertainment industry (the "Business").

     1.2. Management Co. has the ability, personnel and facilities required to
          provide various Services (as defined below) required by the Company in
          connection with the Business.

     1.3  The Company desires to utilize Management Co.'s Services, and
          Management Co. is willing to provide such Services pursuant to the
          terms and conditions set forth herein.

     1.4  Management Co. currently indirectly owns eighty percent (80%) of the
          outstanding equity of the Company.

2.   TERM.

     Management Co. will provide the Services for the benefit of the Company
     commencing as of the date first set forth above. Either party hereto may
     terminate this Agreement for any or no reason upon one hundred and eighty
     (180) days written notice to the other party. In addition, Management Co.
     may terminate this Agreement if any payment by Company hereunder is more
     than 30 days past due. Following any termination of this Agreement, the
     parties shall cooperate fully to efficiently transfer all services being
     performed by Management Co. to Company or another party designated by


     Management Co. will perform the following services (the "Services") for the
     benefit of, and on behalf of, the Company:

     3.1. Cash Management. Monitor and collect the Company's accounts
          receivable, and monitor and pay the Company's accounts payable from
          and out of collections.

     3.2. Accounting and Financial Reporting. Maintain general ledger; prepare,
          on a quarterly basis, balance sheets, income statements and statements
          of cash flows for the Company and other financial reports requested by
          the Company; compile data required by the Company and its tax
          accountants for the preparation of the Company's tax returns and
          similar filings.


     3.3. Human Resources. Provide human resources administration, including
          payroll and benefits administration, 401(K) administration, and
          coordination of performance review procedures.

     3.4. Business and Legal Affairs. Provide day-to-day business and legal
          affairs services for all of the Company's operations, including review
          of all contracts (with the Company to engage outside counsel for
          litigation and otherwise when appropriate).

     3.5. Technology. Provide information technology management services,
          hosting of Company's primary website, database management and backup,
          and integration of Baseline and Filmtracker websites.

     3.6. Stock Option Benefits. Issue options to buy common stock to Company's
          employees in amounts and on terms consistent with Management Co.'s
          standard practices.

     3.7. Insurance. Negotiate and arrange for insurance coverage for Company's
          business in amounts and on terms consistent with Management Co.'s
          standard practices. A pro rata portion of all insurance premiums will
          be paid by Company directly.


     4.1. For performing the Services described in Section 3, Management Co. is
          entitled to a fee of:

          (a)  Two Hundred and Forty Thousand Dollars ($240,000) per year (the
               "Fee"), payable in arrears monthly in twelve (12) equal
               installments of Twenty Thousand Dollars ($20,000). The Fee shall
               be prorated for any partial year during which Management Co.
               provides services hereunder; and

          (b)  any actual, reasonable, out-of-pocket costs and expenses incurred
               or paid by Management Co. on behalf of the Company, determined on
               a direct or allocated basis, including, but not limited to costs
               associated with benefits of Company's employees paid by
               Management Co. (including the Management Co.'s 401(k) plan
               available to Company's employees), travel expenses of Management
               Co.'s employees, software or hardware purchased by Management Co.
               on behalf of Company and insurance premiums paid by Management
               Co. on behalf of Company.

     4.2. Management Co. will bill the Company, on an aggregate basis, for the
          amounts due under Section 4.1 (b) not more often than once per month,
          in arrears. Ten business days after delivery of an invoice, Management
          Co. may pay to itself the amount due from the Account described in
          Section 5.2 below. If the Company disputes all or any portion of the
          amount sought within 10 business days of receipt of an invoice,
          Management Co. may only pay itself the undisputed portion of such fees
          and expenses, and the parties will meet promptly to resolve the
          disputed portion. The Company's failure to dispute an invoice within
          such 10 business day period will not be a waiver of its audit rights,


          which are described in Section 5.3 below or the Company's right to
          dispute that the fees, costs or expenses are not approved by the
          Company. Although Management Co. is authorized to pay such fees and
          expenses from the Account pursuant to Section 5.2, it is expressly
          understood that in the event there are insufficient funds in the
          Account to pay the amount due, the Company will timely tender the
          necessary funds to pay such fees and expenses.


     5.1. Agent. Management Co. will perform the Services as an agent of the
          Company. As agent, Management Co. will have the right to collect and
          remit money on the Company's behalf.

     5.2. Cash Management. Management Co. will maintain a segregated bank
          account (the "Account") either in the Company's name or in Management
          Co.'s name with an indication that it is in trust for the Company.
          Management Co. will deposit any payments to the Company, or other
          funds belonging to the Company that it receives, directly into the
          Company's Account. A duly authorized officer of Management Co. will be
          a signatory on the Account. All accounts payable and other invoices
          payable by the Company will be approved by a proper representative of
          the Company prior to payment by the Management Co. from the Account;
          provided that Management Co. shall not require specific approval of
          reoccurring, ordinary operating expenses such as the Company's
          payroll, payroll taxes, benefits and similar items following their
          original approval. Management Co. will provide the Company with copies
          of all bank statements for the Account, and all funds in the Account
          will be held by Management Co. in trust for the Company.

     5.3. Audit Rights. The Company will have the right to audit Management
          Co.'s books and records, as such books and records pertain to the
          Business, once every 12 months. The Company will give reasonable
          notice of its intent to audit, and the parties will attempt to
          schedule such audit so as to not unnecessarily interfere with the
          operations of Management Co. An invoice for fees and expenses will be
          deemed correct and no longer subject to dispute by the Company
          eighteen (18) months after the date of the Company's receipt of such
          invoice, unless such invoice is for services rendered during a pending
          audit. If an audit determines that there is any discrepancy in amounts
          owed by one party to the other, such amounts will immediately be paid.
          The Company will be solely responsible for the costs of any audit;
          provided, however, that if an audit determines that Management Co.
          overcharged the Company for fees and expenses by more than 10% of the
          amount actually owed for any month then Management Co. will reimburse
          the Company the reasonable costs and expenses incurred in connection
          with such audit.


     6.1. This Agreement constitutes the entire agreement between the parties
          and supersedes all prior agreements, proposals, or understandings,
          whether written or oral, and no representative of the Company or
          Management Co. is authorized to amend the terms hereof except as


          provided in the following sentence. No amendment or waiver of any
          provision of this Agreement, nor consent to any departure by the
          Company or Management Co. therefrom, will be effective unless set
          forth in writing and signed by authorized agents of both parties.

     6.2. If any term or condition of this Agreement is held invalid or
          unenforceable, the remainder of the Agreement will not be affected
          thereby and each remaining term and condition will be valid and
          enforceable to the fullest extent permitted by law.

     6.3. The Services provided hereunder and any rights and duties associated
          therewith may not be assigned or transferred by Management Co. without
          the prior written consent of the Company, which consent will not be
          unreasonable withheld or delayed; provided, however, that an
          assignment to an affiliate of Management Co. does not require the
          consent of the Company.

     6.4. The Company will indemnify and defend Management Co. and its
          affiliates and permitted assigns, and their respective directors,
          officers, employees and agents (the "Management Co. Indemnified
          Parties") from and against (i) any and all claims that the activities
          or business of the Company infringe on the copyright or other
          intellectual property rights of any third party; (ii) any and all
          claims of any employee of the Company relating to his or her
          employment, including claims of breach or express or implied contract,
          benefits, wrongful termination, discrimination, or harassment, except
          to the extent such claims are the result of any action of or omission
          by Management Co.; (iii) any and all claims relating to or arising
          from lawful actions taken by Management Co. within the scope of its
          authority hereunder; or (iv) any costs or expenses (including
          reasonable attorneys fees) incurred by the Management Co. Indemnified
          Parties relating to any such claims.

     6.5. This Agreement will be governed and interpreted by and according to
          the laws of the State of Florida. In the event of any action relating
          to or arising out of the enforcement of this Agreement, the prevailing
          party in such action will be entitled to receive from the other party
          an award of reasonable attorneys' fees and costs (including any fees
          and costs incurred in connection with the enforcement of a judgment)
          incurred by such prevailing party.

     6.6. In no event will either party have any liability to the other or to
          any third-party whomsoever for consequential or incidental damages.


     6.7. Any notices required or permitted under this Agreement will be
          effective upon delivery when delivered by hand, by registered mail,
          return receipt requested or by telecopier (with confirmation) to the
          parties at the following addresses:

                  To:      Management Co.

                           Hollywood Services Inc.
                           2255 Glades Road, Suite 237W
                           Boca Raton, FL  33431
                           Attn: Chief Executive Officer
                           Fax: (561) 998-2974

                           With copies of all notices to:

                           Hollywood Services, Inc.
                           2255 Glades Road, Suite 237W
                           Boca Raton, FL  33431
                           Attn: General Counsel
                           Fax: (561) 998-2974

                  To:      Company

                           Baseline, Inc.
                           30 Irving Place, 5th Floor
                           New York, NY 10003
                           Fax: 212-529-3330

     6.8. The headings of the sections of this Agreement have been set forth for
          use of reference only and will not be used to construe or interpret
          the terms and conditions of this Agreement.

     6.9. This Agreement may be executed in one or more counterparts.

                                 MANAGEMENT CO.

                                 Hollywood Services, Inc.

                                  By: _______________________________
                                  Name:     Mitchell Rubenstein
                                  Title:    Chairman and Chief Executive Officer


                                 Baseline, Inc.

                                 By: _______________________________
                                 Name:     Mitchell Rubenstein
                                 Title:    Co- Chief Executive Officer