Travel Services Alliance Agreement - TheGlobe.com Inc. and Lowestfare.com


                      TRAVEL SERVICES ALLIANCE AGREEMENT


        This Travel Services Alliance Agreement (the "Agreement") is made as of
this 15th day of September, 1998 (the "Effective Date") between theglobe.com,
inc., a New York corporation with its principal place of business at 31 West
21st Street, New York, NY 10010 ("theglobe.com"), and Lowestfare.com, a division
of Global Discount Travel Services, LLC, a Nevada limited liability company with
its principal place of business at 980 Kelly Johnson Drive, Las Vegas, NV 89119
("Lowestfare").


                                   Recitals
                                   --------

        WHEREAS, Lowestfare wishes to act as theglobe.com's exclusive provider
of travel-related content, and to place certain advertisements on website
locations owned or controlled by theglobe.com;

        WHEREAS, theglobe.com wishes to enter into such an exclusive
relationship, and to accept such advertising, subject to the terms of this
Agreement.

        NOW THEREFORE, theglobe.com and Lowestfare, for good and valuable 
consideration the receipt and sufficiency of which are hereby acknowledged, 
hereby agree as follows:


                                   Agreement
                                   ---------

1.      Definitions.

Capitalized terms used in this Agreement shall have the following meanings:

"Co-Branded Site" shall have the meaning assigned to it in Subsection 3.2 
("Co-Branded Site").

"Confidential Information" shall have the meaning assigned to it in Section 9 
("Confidentiality").

"Disclosing Party" shall have the meaning assigned to it in Section 9 
("Confidentiality").

"Editorial Content" shall mean travel-related editorial content and related 
materials provided by Lowestfare hereunder.

"End User" means a person who visits theglobe.com Site, or who links from 
theglobe.com Site to the Co-Branded Site, or both.

"Fee" shall have the meaning assigned to it in Subsection 6.1 ("Fees").

"Indemnified Party" shall have the meaning assigned to it in Section 15 
("Indemnity").

"Indemnifying Party" shall have the meaning assigned to it in Section 15 
("Indemnity").


                                      1.






 
"Lowestfare Content" shall mean all materials delivered by Lowestfare to 
theglobe.com for display on theglobe.com Site, including without limitation the 
Lowestfare Marks, the Editorial Content, "buttons", "banners", and other 
materials described in Exhibit A ("Lowestfare Content").

"Lowestfare Marks" shall mean the trademarks, logos and other product and 
service identifiers of Lowestfare described in Exhibit B ("Marks"), and as may 
be modified from time to time during the Term upon the agreement of the parties.

"Monthly Sweepstakes" shall have the meaning assigned to it in Subsection 3.3 
("Monthly Sweepstakes").

"Phase" shall mean the periods of time and the corresponding work assigned to 
such periods as described in Exhibit C ("Phases").  For purpose of this 
Agreement, there shall be three (3) Phases, designated as "Phase I", "Phase II" 
and "Phase III".

"Quarterly Sweepstakes" shall have the meaning assigned to it in Subsection 
2.1(b) ("Quarterly Sweepstakes").

"Receiving Party" shall have the meaning assigned to it in Section 9 
("Confidentiality").

"Registered User" shall mean an End User who has registered at theglobe.com 
Site.

"Registration Page" shall mean the web page so designated by theglobe.com at 
theglobe.com Site.

"Template" shall have the meaning assigned to it in Subsection 8.2 ("Template").

"Term" shall have the meaning assigned to it in Section 12 ("Term and 
Termination").

"theglobe.com Site" shall mean http://www.theglobe.com, or such other site so 
designated by theglobe.com.

"theglobe.com Marks" shall mean the domain name and theglobe.com's trademarks, 
service marks, logos and other company and product identifiers provided by 
theglobe.com to Lowestfare under this Agreement, and as may be added to, deleted
from or modified from time to time by theglobe.com.

"Travel Services Company" shall have the meaning assigned to it in Subsection 
3.1 ("Exclusive Travel Services Relationship").

"User Information" shall have the meaning assigned to it in Section 11 ("User 
Information and Registration Data").

                                      2.


 
2.  Phase I Services

The parties shall provide Phase I Services as provided herein and as provided in
Exhibit C ("Phases"):

    2.1  Registration And Email.

         (a)  "Opt In" Registration.  During the period of the Term before the 
commencement of the activities described in Subsection 2.1(b) ("Quarterly 
Sweepstakes"), theglobe.com shall place a "check box", including the name of 
Lowestfare and the terms of the associated offer, on the Registration Page, by
means of which End Users may be automatically registered with Lowestfare also.

         (b)  Quarterly Sweepstakes.  Lowestfare shall provide to theglobe.com 
no less frequently than one (1) time each calendar quarter commencing with the 
Effective Date, a prize for distribution by theglobe.com to winners of 
theglobe.com's quarterly registration sweepstakes.  The rules and operation of 
such quarterly registration sweepstakes ("Quarterly Sweepstakes") shall be 
determined solely by theglobe.com, in reasonable consultation with the original 
provider of the prize.  Lowestfare shall not be held liable by theglobe.com or 
any third party for the administration, operation or legality of the Quarterly 
Sweepstakes.  theglobe.com intends that new Registered Users will be 
automatically entered into such Quarterly Sweepstakes, and that such Registered 
Users who do not wish to participate in such Quarterly Sweepstakes will be 
offered the opportunity not to participate by checking an "opt out" box on the 
Registration Page.

    2.2  E-mail Promotion. At least one (1) time each calendar quarter during 
the Term, commencing with the Effective Date, theglobe.com will direct an e-mail
campaign to all Registered Users. Such e-mail campaign shall, at a minimum,
reasonably promote the Co-Branded Site, and may, at theglobe.com's discretion,
include additional material regarding theglobe.com and its goods and services.

    2.3  Framing.  theglobe in its sole discretion may frame all or any part of 
the Lowestfare website (currently, "http///www.lowestfare.com"), or the 
Co-Branded Site, and any revenue theglobe derives from banner sales shall be 
solely theglobe's.

3.  Phase II Services.

The parties shall provide Phase II Services as provided herein and as provided 
in Exhibit C ("Phases"):

    3.1  Exclusive Travel Services Relationship.  theglobe.com shall not, during
the Term, enter into any agreements with any of the companies ("Travel Services
Companies") described in Exhibit F ("Travel Services Companies") whereby such 
Travel Services Companies shall provide travel-related content substantially
similar to that listed in Exhibit A ("Lowestfare Content") to theglobe.com and
receive placement of the trademarks, logos, or other company or product
identifiers on theglobe.com Site. Notwithstanding the foregoing: (a)
theglobe.com shall not be restricted in any manner from accepting banner ads or
banner-like ads

                                      3.








 
from any party; and (b) the foregoing restriction shall not apply to Registered 
User web pages (including any "theglobe.com Stores" located at such web pages)
hosted by theglobe.com.

        3.2  Co-Branded Site.  Lowestfare shall, according to the schedule 
contained in Exhibit C ("Phases"), develop and operate a web page (the 
"Co-Branded Site"), to be located at one (1) or more server computers owned or
controlled by Lowestfare, which shall include content provided by Lowestfare and
shall reflect the user interface of the Template as licensed by theglobe.com
pursuant to Section 8 ("Licenses and Standards"). The design, layout, and "look
& feel" of the Co-Branded Site shall be mutually agreed to by the parties.

        3.3  Placement.

             (a)  Linking to Co-Branded Site.  theglobe.com shall link by 
contextual links, "buttons", or similar identifiers determined by theglobe.com, 
from theglobe.com Site to the Co-Branded Site. The specific pages at 
theglobe.com Site from which such links may be made shall be determined by and 
agreed to by both parties, but may include the following pages as may exist as
of the Effective Date, or as may be created or modified by theglobe.com during
the Term:

                (i)    theglobe.com homepage

                (ii)   What's New Area

                (iii)  Business & Finance Theme Area

                (iv)   Metro Theme Area

                (v)    Romance Theme Area

                (vi)   Life/College Theme Areas

                (vii)  Assorted (News, Sports, etc.)

                (viii) NavBar

                (ix)   Myglobe.com

                (x)    Travel

             (b)  Impressions. theglobe.com shall deliver at least: (i)      
(       ) End User page impressions of Lowestfare Content at the.globe,com Site
during the first year of the Term in locations at theglobe.com Site to be 
mutually agreed upon by both parties; (ii)             (           ) End User
page impressions of Lowestfare Content at theglobe.com Site during the second
year of the Term in locations at theglobe.com Site to be mutually agreed upon
by both parties; and (iii)           (           ) End User page impressions of
Lowestfare Content at theglobe.com Site during the third year of the Term in
locations at theglobe.com Site to be mutually agreed upon by both

                                      4.

 
parties. Such page impressions shall include, without limitation, all
impressions given at theglobe.com Site for all Lowestfare banner ads and
contextual button impressions. It is the parties' shared expectation that the
foregoing page impressions shall be provided in the quantities and from the
locations at theglobe.com Site described in Exhibit D ("Locations"); provided,
however, that the parties understand and agree that such expectation does not
represent any binding obligation on either party. theglobe.com will work with
Lowestfare to identify the most effective mix of banner ads, contextual links,
and "buttons" to be used on different pages of theglobe.com Site, including but
not limited to new sections of theglobe.com Site as they are launched. The
number of the foregoing page impressions shall be remeasured monthly, and any
overages or shortfalls from the pro rated monthly quantity (i.e.,               
              (            ) impressions per month during the first year of the
Term), shall be rolled forward into the overall total in subsequent months on an
ongoing basis until the end of the Term.

        3.4     Online Promotion. theglobe.com shall provide the relationship 
between the parties with advertisements in accordance with Exhibit D 
("Locations"), with online advertising solutions companies determined by 
theglobe.com such as DoubleClick Inc. and 24/7 Media Inc.

4.      Phase III Services.

The parties shall provide Phase III Services as provided herein and as provided 
in Exhibit C ("Phases");

        4.1     Affiliate Program. At the discretion of Lowestfare, theglobe.com
shall promote an affiliate program, to be determined solely by theglobe.com, to
be located on the "Making Money" page at theglobe.com Site, or such other
location as determined by theglobe.com, to allow Registered Users who have
personal home pages located at theglobe.com Site to place on such home pages
certain Lowestfare Content with links to the Co-Branded Site.

        4.2     Offline Promotion. The globe shall promote the relationship
between the parties with the advertisements in print media as determined by
theglobe.com.

5.      Content and Liability.

        5.1     Lowestfare Content. In addition to all other obligations of 
Lowestfare with respect to the Phases, Lowestfare shall also from time to time
during the Term promptly deliver to theglobe.com the Lowestfare Content
described in Exhibit C ("Phases"), and shall continue to provide such Lowestfare
Content during the Term of the Agreement in accordance therewith. Such
Lowestfare Content shall be provided in file transfer protocol ("ftp") format,
at least one (1) time each week.

        5.2     Liability. As between theglobe.com and Lowestfare, Lowestfare
is solely responsible for any legal liability arising out of or relating to 
Lowestfare Content or the Co-Branded Site. The Lowestfare Content and the 
Co-Branded Site: (a) shall not infringe any third party's copyright, patent, 
trademark, trade secret, or other proprietary rights or rights of publicity or 
privacy; (b) shall not violate any law, statute, ordinance or regulation 
(including without limitation the laws and regulations governing export control,
unfair competition, anti-discrimination or false advertising); (c) shall not 
be defamatory, trade libelous, unlawfully


                                      5.


 
threatening or unlawfully harassing; (d) shall not be obscene, pornographic or 
indecent or contain child pornography; and (e) shall not 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.

6.      Payment.

        6.1    Fees.  During the Term, Lowestfare shall pay to theglobe.com the 
following fees: (a) During the first year of the Term, Lowestfare shall pay to
theglobe.com a fee ("Fee") of One Million Two Hundred Thousand Dollars
($1,200,000.00) in twelve (12) monthly payments of One Hundred Thousand Dollars
($100,000.00) each, the first two (2) of such Fee payments (totaling Two Hundred
Thousand Dollars ($200,000) to be made on the Effective Date, and each
subsequent payment One Hundred Thousand Dollars ($100,000)) to be made thirty
(30) days after the immediately prior payment. (b) During the second year of the
Term, Lowestfare shall pay to theglobe.com a fee of Two Million Four Hundred
Thousand Dollars ($2,400,000) in twelve (12) equal monthly payments, the first
of such payments to be made on the one-year anniversary of the Effective Date.
(c) During the third year of the Term, Lowestfare shall pay to theglobe.com a
fee of Three Million Five Hundred Thousand Dollars ($3,500,000) in twelve equal
monthly payments, the first of such payments to be made on the two-year
anniversary of the Effective Date.

        6.2    Taxes.  All fees and payments stated herein exclude and 
Lowestfare shall pay, any sales, use, property, license, value added,
withholding, excise or similar tax, federal, state or local, related to such
payments or the parties' performance of their obligations or exercise of their
rights under their Agreement and any related duties, tariffs, imposts and
similar charges, exclusive of taxes based on theglobe.com's net income.

7.      Support.

At its sole expense, Lowestfare shall be responsible for, and shall provide, all
customer and technical support for End Users relating to the Co-Branded Site, 
theglobe.com may redirect any End User inquiries regarding the travel component 
of the Co-Branded Site to Lowestfare.

8.      Licenses And Standards.

        8.1    Content.  Lowestfare hereby grants to theglobe.com a 
non-exclusive, nontransferable worldwide, royalty-free license (without the 
right to grant sublicenses) to use, download, or distribute publicly perform, 
publicly display and digitally perform the Lowestfare Content on or in 
conjunction with theglobe.com Site, and theglobe.com's performance under this 
Agreement.

        8.2    Template.  theglobe.com hereby grants to Lowestfare a 
non-exclusive, non-transferable, worldwide royalty-free license (without the 
right to grant sublicenses) to install the object code version of the software 
("Template") described in EXHIBIT E ("TEMPLATE") solely at the Co-Branded Site, 
and solely to use and to permit End Users to use the Template pursuant to the 
use of such Co-Branded Site.  The Template shall at all times remain the sole 
and exclusive property of theglobe.com, subject only to the license expressly 
granted herein.

                                       6.

 
Lowestfare understands and agrees that theglobe.com may, from time to time and 
in theglobe.com's discretion, provide modified, updated, correct or enhanced 
versions of the Template to Lowestfare, and Lowestfare shall replace the prior
version with such new version within a reasonable amount of time. In the event
the Template is modified, updated, corrected or enhanced within six months from
the Effective Date, theglobe.com shall reimburse Lowestfare for any costs
incurred in implementing such Template.

        8.3     Trademarks. Lowestfare hereby grants theglobe.com a non-
exclusive, nonsublicensable license to use the Lowestfare Marks in links to and
advertisements and promotions for theglobe.com Site. theglobe.com hereby grants
to Lowestfare a non-exclusive, nonsublicensable license to use theglobe.com's
Marks on the Co-Branded Site.

       8.4      Restrictions. Each party, as a trademark owner hereunder, may
terminate the foregoing trademark license if, in its sole discretion, the
licensee's use of the marks does not conform to the such party's standards;
alternatively, the owner may specify that certain pages of the licensee's
website may not contain the licensed marks; provided, however, the objecting
                                            -----------------                 
party must state in writing the basis for the objection and provide the other
party with a reasonable opportunity to cure such offending action. 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 form any combination marks with the
owner's marks. The licensee shall not take any action inconsistent with
ownership of the marks and any benefits accruing from use of such trademarks
shall automatically vest in the owner.

9.      Confidentiality.

        9.1     Confidential Information. Each party (the "Disclosing Party")
may from time to time during the Term of this Agreement disclose to the other
party (the "Receiving Party") certain non-public information regarding the
Disclosing Party's business, including technical, marketing, financial,
personnel, planning, and other information ("Confidential Information"). The
Disclosing Party shall mark all such Confidential Information in tangible form
with the legend 'confidential', 'proprietary', or with similar legend. With
respect to Confidential Information disclosed orally, the Disclosing Party shall
describe such Confidential Information as such at the time of disclosure, and
shall confirm such Confidential Information as such in writing within thirty
(30) days after the date of oral disclosure. Regardless of whether so marked,
however, any non-public information regarding the Template, including the
Template itself, shall be deemed to be the Confidential Information of
theglobe.com.

        9.2     Protection of Confidential Information. Except as expressly
permitted by this Agreement, the Receiving Party shall not disclose the
Confidential Information of the Disclosing Party using the same degree of care
which the Receiving Party ordinarily uses with respect to its own proprietary
information, but in no event with less than reasonable care. The Receiving Party
shall not use the Confidential Information of the Disclosing Party for any
purpose not expressly permitted by this Agreement, and shall limit the
disclosure of the Confidential Information of the Disclosing Party to the
employees or agents of the Receiving Party who have a need to know such
Confidential Information for purposes of this Agreement, and with respect to
agents who are recipients of the Confidential Information of the Disclosing
Party, who are


                                      7.


 
bound in writing by confidentiality terms no less restrictive than those
contained herein. The Receiving Party shall provide copies of such written
agreements to the Disclosing Party upon request; provided, however, that such
agreement copies shall themselves be deemed the Confidential Information of the
Receiving Party.

        9.3     Exceptions.  Notwithstanding anything  herein to the contrary, 
Confidential Information shall not be deemed to include any information which:
(a) was already lawfully known to the Receiving Party at the time of disclosure
by the Disclosing Party as reflected in the written records of the Receiving
Party; (b) was or has been disclosed by the Disclosing Party to a third party
without obligation of confidence; (c) was or becomes lawfully known to the
general public without breach of this Agreement; (d) is independently developed
by the Receiving Party without access to, or use of, the Confidential
Information; (e) is approved in writing by the Disclosing Party for disclosure
by the Receiving Party; (f) is required to be disclosed in order for the
Receiving Party to enforce its rights under this Agreement; or (g) is required
to be disclosed by law or by the order or a court or similar judicial or
administrative body, including as part of any filing with the Securities
Exchange Commission; provided, however, that the Receiving Party shall notify
the Disclosing Party of such requirement immediately and in writing, and shall
cooperate reasonably with the Disclosing Party, at the Disclosing Party's
expense, in the obtaining of a protective or similar order with respect thereto.

        9.4     Return of  Confidential Information.  The Receiving Party shall
return to the Disclosing Party, destroy or erase all Confidential Information
of the Disclosing Party in tangible form: (a) upon the written request of the 
Disclosing Party (except for Software or Modified Software contained in such 
Confidential Information); or (b) upon the expiration or termination of this 
Agreement, whichever comes first, and in both cases, the Receiving Party shall 
certify promptly and in writing that it has done so.


10.     USER INFORMATION AND REGISTRATION DATA.

        10.1 User Information. Any information or data collected from or about 
End Users (including without limitation voluntarily-disclosed information, any
information Lowestfare collects regarding End Users from their access or use of
the Co-Branded Site (including without limitation all statistical, demographic
and psychographic information about such End Users) and any reports about
traffic (collectively, "User Information")) shall be owned exclusively by
theglobe.com. However, during the Term of this Agreement, theglobe.com hereby
grants to Lowestfare a nonexclusive, nontransferable, nonsublicensable license
to use User Information only as required to exercise its rights and carry out
its obligations hereunder. Lowestfare acknowledges that the User Information
constitutes extremely valuable trade secrets of theglobe.com. Lowestfare shall
not use the User Information for any purpose other than as expressly granted
under this Agreement nor disclose the User Information to any third party.
Without limiting the foregoing, under no circumstances may Lowestfare send
unsolicited emails to any End Users, nor may Lowestfare permit or authorize any
third parties to do so. Lowestfare shall use at least industry-standard methods
to protect the security of User Information. This Subsection 10.1 ("User
Information") shall not apply to End Users who (a) have registered as
Lowestfare.com users, including pursuant to Subsection 2.1 ("`Opt In'
Registration") and Subsection 2.1 (b) ("Quarterly Sweepstakes"); or (b) are or
become customers of

                                      8.

 
Lowestfare.com or Global Discount Travel Services, or its respective 
subsidiaries, now existing or hereafter organized.

        10.2    Registration Data. As part of the User Information, theglobe.com
shall provide to Lowestfare the email addresses and names of Registered Users.

11.     Disclaimer of 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.

12.     Term and Termination.

        12.1  Term. The term of this Agreement ("Term") shall continue for a
period of three (3) years following the Effective Date.

        12.2  Termination for Cause. Notwithstanding the foregoing, this
Agreement may be terminated by either party upon notice for the material breach
of this Agreement by the other party which breach has remained uncured for a
period of thirty (30) days from the date of written notice thereof.


        12.3  Effect of Expiration or Termination. Upon the expiration or 
termination of this Agreement, all licenses granted hereunder shall immediately 
terminate, and each party shall promptly remove all references to the other 
party's trademarks from any site that caches, indexes or links to such party's 
site.

13.     Survival.

Upon the expiration or termination of this Agreement, Section 1 ("Definitions"),
Subsection 5.2 ("Liability"), Section 9 ("Confidentiality"), Section 11
("Disclaimer of Warranties"), Subsection 12.4 ("Effect of Expiration or
Termination"), Section 13 ("Survival"), Section 14 ("Limitation of Liability"),
Section 15 ("Indemnity") and Section 16 ("General Provisions") shall survive and
continue to bind the parties.

14.     Limitation on Liability.

EXCEPT IN THE EVENT OF A BREACH OF SECTION 8 ("LICENSES AND STANDARDS") OR 
SECTION 9 ("CONFIDENTIALITY"), NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, 
INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING
NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT IN THE 
EVENT OF A BREACH OF SECTION 8 ("LICENSES AND STANDARDS") OR SECTION 9 
("CONFIDENTIALITY"), A FAILURE TO PAY FEES OWED, OR AN INDEMNITY CLAIM, IN NO 
EVENT SHALL

                                      9.

 
EITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT GREATER THAN THE AMOUNTS
ACTUALLY PAID BY LOWESTFARE TO THEGLOBE HEREUNDER.

15.     Indemnity.

Each party (the "Indemnifying Party") shall indemnify the other party (the
"Indemnified Party") against any and all claims, losses, damages 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: (a) the
Indemnifying Party's acts, omissions or misrepresentations to the extent that
the Indemnified Party is deemed a principal of the Indemnifying Party, (b) the
violation of any third party proprietary right by the Indemnifying Party's
domain name, software or any content provided by the Indemnifying Party
(including without limitation the Lowestfare Content) for use on the Indemnified
Party's servers, or (c) breach of Subsection 16.5 ("Compliance with Laws"). In
addition, Lowestfare shall indemnify theglobe.com against any and all claims,
losses, damages, costs and expenses, including reasonable attorneys' fees, which
theglobe.com may incur as a result of claims in any form by third parties
arising from; the content on the Co-Branded Site. The foregoing obligations are
conditioned on the Indemnified Party's giving the Indemnifying Party notice of
the relevant claim, cooperating with the Indemnifying Party, at the Indemnifying
Party's expense, in the defense of such claim, and 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.

16.     General Provisions.

        16.1  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 consent to 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, New York. The parties exclude the application of
The United Nations Convention on Contracts for the International Sale of Goods
from this Agreement.

        16.2  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. Headings are for
reference purposes only and in no way define, limit, construe or describe the
scope or extent of such section.

        16.3  Force Majeure.  If performance hereunder is prevented, restricted 
or interfered with by any act or condition whatsoever beyond the reasonable
control of a party, the party so affected, upon giving prompt notice to the
other party, shall be excused from such performance to the extent of such
prevention, restriction or interference. Each party acknowledges that the
operation of the other party's website and services may be interfered with by
numerous factors outside of a party's control, and theglobe.com does not
guarantee continuous or uninterrupted display of Lowestfare Content.

                                      10.

 
      16.4  Independent Contractors. The parties are independent contractors, 
and no agency, partnership, joint venture, employee-employer or franchisor-
franchisee relationship is intended or created by this Agreement. Neither party
shall make any warranties or representations on behalf of the other party.

      16.5  Compliance with Laws.  At its own expense, each party shall comply 
with all applicable laws, regulations, rules, ordinances and orders regarding 
the marketing, promotion and performance of its obligations hereunder, including
without limitation the operation of the Co-Branded Site and its other activities
related to this Agreement.

      16.6  Notice. Any notices hereunder shall be given to the appropriate 
party at the address specified above or at such other address as the party shall
specify in writing. Notice shall be deemed given: upon personal delivery; if
sent by fax, upon confirmation of receipt; or if sent by certified or registered
mail, postage prepaid, five (5) days after the date of mailing.

      16.7  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 this Agreement, including the Travel Services Alliance Agreement 
between theglobe.com and lowestfare.com dated as of September 9, 1998.  It may 
be changed only by a writing signed by theglobe.com and Lowestfare.  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.

      16.8  Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall 
be taken together and deemed to be one instrument.

        
      IN WITNESS WHEREOF, the parties have executed this Agreement as of the 
date first above written.


Lowestfare.com, a division of            theglobe.com, inc.
Global Discount Travel Services LLC       
                                                                          
By:       /s/                            By:       /s/                    
        ------------------------------           ------------------------------
                                                                          
Title:    CEO                            Title:    
                                         
        ------------------------------           ------------------------------
                                                                          
Date:     9-16-98                        Date:     16\Sept.\98
        ------------------------------           ------------------------------

                                     11.  


 
                                   Exhibit A
                              Lowestfare Content


Editorial Content
-----------------

.   Travel
.   Flight Reservations
    .   Quick Rez

.   Vacation Packages
    .   Vacations
    .   Getaways
    .   Cruises

.   Destination Guide

.   Travel Articles

.   Travel Resources
    .   Maps
    .   Weather
    .   Currency Converter

.   Travel Affiliate Program

Buttons, Banners, Etc.
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Other Materials
---------------


                                      12.


 
                                   Exhibit B
                                     Marks



                                      13.

 
                                   Exhibit C
                                    Phases

Phase I

(To commence upon the Effective Date and to continue for the Term of the 
Agreement)

Promotional Matters




Phase II

(To commence the fourth (4th) calendar quarter of 1998 (Q4,98) and to continue 
for the Term of the Agreement)

Site Integration




Phase III

(To commence the first (1st) calendar quarter of 1999 (Q1,99) and to continue 
for the Term of the Agreement)

Affiliate Program & Online Promotion


                                      14.

 
                                                   Exhibit D
                                                   Locations

--------------------------------------------------------------------------------
               Type                Approx. Yearly Impressions       Total Cost
--------------------------------------------------------------------------------
        Exclusive Travel Partner                                    $1,200,000
             Travel Content Area                              
           Placement Theme Areas                              
              Homepage Promotion                              
                      What's New                              
                        Business                              
                           Metro                              
                         Romance                              
                    Life College                              
                     Myglobe.com                              
 Quarterly Registration Giveaway                              
                Registered Users                              
Permanent Opt-in Registration Pg.                             
                Registered Users                              
      Monthly Travel Sweepstakes                              
                Registered Users                              
                 Quarterly Email                              
    Affiliate Membership Program                              
    Online and Offline Promotion                              
                          Online                               
                   Offline Print                              
                        Assorted                              

--------------------------------------------------------------------------------
                           Total                                    $1,200,000
--------------------------------------------------------------------------------

                                      15.

 
                                   EXHIBIT E
                                   Template

Subject to Subsection 8.2 ("Template"), the initial Template shall provide a 
user interface substantially consistent with the following:

                               [TEMPLATE SCREEN]

                                      16.

 
                                   Exhibit F
                           Travel Services Companies


Travel Service Companies shall mean all companies that provide full-service 
travel content and reservations for airlines, hotels, vacations, cars, cruises 
and charter flights, including, but not limited to:


Travelocity
Expedia
Preview Travel
Internet Travel Network (ITN)
American Express Travel
Carson-Wagonlits
Omega Travel
Cheap Tickets
Biz Travel


                                      17.