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