SECURITY
      AGREEMENT

     

    This
      Security Agreement (this “Agreement”)
      is
      made and entered into as of June 6, 2008, by and among theglobe.com,
      inc.,
      a
      Delaware corporation (“theglobe”),
      Strategy
      Plus, Inc.,
      a
      Vermont corporation (“Strategy”),
      tglo.com,
      Inc.,
      a
      Delaware corporation (“tglo”),
      Chips
      & Bits, Inc.,
      a
      Vermont corporation (“Chips”),
      Direct
      Partner Telecom, Inc.,
      a
      Florida corporation (“Direct”),
      Tralliance
      Corporation,
      a New
      York corporation (“Tralliance”),
      Tralliance
      Partners International Corp.,
      a
      Delaware corporation (“Tralliance
      Partners”)
      and
Dancing
      Bear Investments, Inc.,
      a
      Florida corporation (the “Secured
      Party”)
      (Strategy, tglo, Chips, Direct, Tralliance, Tralliance Partners and Promotions
      are sometimes collectively referred to herein as the “Subsidiaries,”
and
      together with theglobe, as the “Grantors”).

    


    RECITALS

     

    A. Pursuant
      to that certain Revolving Loan Agreement dated as of June 6, 2008 by and between
      theglobe, the Guarantors and the Secured Party (the “Revolving Loan Agreement”),
      Secured Party has made certain advances of money, and may make further advances
      of money, to Grantors in the amount and manner set forth in the Revolving Loan
      Agreement (collectively, the “Loan”)
      and as
      represented by a Promissory Note issued by theglobe (the “Note”).
      

     

    B. In
      order
      to induce the Secured Party to enter into the Revolving Loan Agreement and
      in
      furtherance of covenants and undertakings pursuant to the Revolving Loan
      Agreement, the Subsidiaries entered into an Unconditional Guaranty Agreement
      (the “Guaranty”)
      pursuant to which each agreed to guaranty the obligations of theglobe under
      the
      Revolving Loan Agreement and related documentation and agreed to secure such
      Guaranty with a lien on their respective assets as provided herein (the
      Revolving Loan Agreement, the Note, the Guaranty and this Agreement are
      sometimes collectively referred to herein as the “Transaction
      Documents”);

     

    C. Subsidiaries
      acknowledge that they will substantially benefit, economically and otherwise,
      from the theglobe executing the Revolving Loan Agreement and the proceeds of
      the
      loan(s) derived therefrom;

     

    D. Grantors
      wish to secure performance and payment of all obligations under the Transaction
      Documents (the “Obligations”)
      to the
      Secured Parties pursuant to the Transaction Documents, this Agreement or
      otherwise, with all of their tangible and intangible assets, including without
      limitation, goodwill, intellectual property and Grantors’ contractual rights
      with third parties, all as further described on Exhibit A attached hereto.
      All
      terms used without definition in this Agreement shall have the meaning assigned
      to them in the Revolving Loan Agreement. All terms used without definition
      in
      this Agreement or in the Revolving Loan Agreement shall have the meaning
      assigned to them in the Uniform Commercial Code as enacted in the State of
      Florida (the “UCC”).


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    E. Secured
      Party is willing to make the Loan to theglobe, but only upon the condition,
      among others, that the Grantors shall have executed and delivered to Secured
      Party this Agreement.

     

    NOW,
      THEREFORE,
      Grantors and the Secured Party agree as follows:

     

    1. Grant
      of Security Interest.
      To
      secure all of the Obligations, Grantors grant to Secured Parties a security
      interest in the property described in Exhibit A
      (the
“Collateral”). 

     

    2. Grantors’
      Representations and Warranties.
      Grantors represent, warrant, and covenant, jointly and severally, as
      follows:

     

    (a) Authorization.
      Grantors have authority and have obtained all approvals and consents necessary
      to enter into this Agreement, and Grantors’ execution, delivery and performance
      of this Agreement will not violate or conflict with the terms of Grantors’
Certificates of Incorporation or Bylaws or any statute, regulation, ordinance,
      rule of law, agreement, contract, mortgage, indenture, bond, bill, note, or
      other instrument or writing binding upon Grantors or to which Grantors are
      subject.

     

    (b) Title.
      The
      Collateral is owned by the Grantors and is free of all liens, encumbrances
      and
      other security interests, other than the lien of this Agreement and the liens
      set forth on Exhibit
      B
      attached
      hereto (collectively, “Permitted Liens”).

     

    (c) Further
      Representations.
      Grantors further represent, warrant, and covenant that (i) Grantors are not
      in
      default under any agreement under which Grantors owe any money, or any
      agreement, the violation or termination of which could reasonably be expected
      to
      have a material adverse effect on the Grantors; (ii) the information, if any,
      provided by the Grantors to Secured Party pursuant to a request for such
      information from the Secured Party on or prior to the date of this Agreement
      is
      true and correct in all material respects; (iii) all financial statements and
      other information provided to the Secured Party, if any, fairly present
      Grantors’ financial condition as at the respective dates thereof, and there has
      not been a material adverse change in the financial condition of the Grantors
      since the date of the most recent of the financial statements submitted to
      Secured Party; (iv) Grantors are in compliance with all laws and orders
      applicable to it where the failure to so comply could reasonably be expected
      to
      have a material adverse effect on the Grantors; (v) Grantors are not party
      to
      any litigation and are not, to their knowledge the subject of any government
      investigation, and the Grantors have no knowledge of any pending litigation
      or
      investigation or the existence of circumstances that reasonably could be
      expected to give rise to such litigation or investigation; (vi) Grantors’
principal place of business is located at the address specified in Section
      9;
      and (vii) the representations and other statements made by the Grantors to
      Secured Party, do not, taken as a whole, contain any untrue statement of a
      material fact or omit to state a material fact necessary to make any statements
      made to Secured Party not misleading. 

     

    3. Covenants.

     

    (a) Encumbrances.
      The
      Grantors shall not grant an additional security interest in any of the
      Collateral or execute any financing statements covering any of the Collateral
      in
      favor of any person or entity other than the Secured Party.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b) Use
      of
      Collateral.
      The
      Collateral will not be used for any unlawful purpose or in any way that will
      void any insurance required to be carried in connection therewith. Grantors
      will
      keep the Collateral free and clear of liens (other than Permitted Liens) and,
      as
      appropriate and applicable, will keep it in good condition and repair, and
      will
      clean, shelter, and otherwise care for the Collateral in all such ways as are
      considered good practice by owners of like property.

     

    (c) Indemnification.
      Grantors shall indemnify Secured Party against all losses, claims, demands
      and
      liabilities of any kind caused by the Collateral.

     

    (d) Perfection
      of Security Interest.
      Grantors shall execute and deliver such documents, including without limitation,
      mortgages, collateral assignments and UCC financing statements, as Secured
      Party
      reasonably deems necessary to create, perfect and continue the security interest
      in the Collateral contemplated hereby. 

     

    (e) Insurance
      of Collateral.
      Grantors, at their expense, shall keep the Collateral insured against loss
      or
      damage by fire, theft, explosion, sprinklers, and all other hazards and risks,
      and in such amounts, as are ordinarily insured against by other owners in
      similar businesses conducted in the locations where Grantors’ business is
      conducted on the date hereof. Grantors shall also maintain insurance relating
      to
      Grantors’ ownership and use of the Collateral in amounts and of a type that are
      customary to businesses similar to Grantors.

     

    (f) Inventory.
      As to
      Collateral which is Inventory, Grantors agrees (a)  to the extent held in
      any warehouse or other third party storage facility, to deliver immediately
      to
      Secured Party or Secured Party’s nominee all warehouse receipts or other
      documents otherwise entitling Grantors to possession of the Collateral,
      (b) to execute and deliver to Secured Party such financing statements as
      the Secured Party may request with respect to the Inventory, (c) to take
      such other steps as Secured Party may from time to time reasonably request
      to
      perfect Secured Party’s security interest in the Inventory under applicable law,
      including, with respect to any portion of the Inventory held by, or in the
      possession or under the control of any person or entity other than Grantors,
      to
      obtain the agreement of such person or entity that Secured Party has a first
      priority security interest in the Inventory and that Secured Party may take
      or
      otherwise exercise control over such Inventory, free and clear of any claims
      of
      such person or entity.

     

    (g) Binding
      Agreement.
      Anything herein to the contrary notwithstanding, (i) Grantors shall remain
      liable under the contracts and agreements included in the Collateral to the
      extent set forth therein to perform all of its duties and obligations thereunder
      to the same extent as if this Agreement had not been executed; (ii) the
      exercise by Secured Party of any of the rights granted hereunder shall not
      release Grantors from any of their duties or obligations under the contracts
      and
      agreements included in the Collateral; and (iii) Secured Party shall not
      have any obligation or liability under the contracts and agreements included
      in
      the Collateral by reason of this Agreement, nor shall Secured Party be obligated
      to perform any of the obligations or duties of the Grantors thereunder or to
      take any action to collect or enforce any claim for payment assigned
      hereunder.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (h) Instruments.
      Grantors will deliver and pledge to Secured Party all Instruments that are
      part
      of the Collateral duly endorsed and accompanied by duly executed instruments
      of
      transfer or assignment, all in form and substance satisfactory to the Secured
      Party.

     

    (i) Records.
      Grantors shall prepare and keep, in accordance with generally accepted
      accounting principles consistently applied, complete and accurate records
      regarding the Collateral and, if and when requested by the Secured Party, shall
      prepare and deliver a complete and accurate schedule of all the Collateral
      in
      such detail as the Secured Party may reasonably require.

     

    (j) Inspection
      of Grantors’ Books.
      Grantors shall permit Secured Party or its designee at reasonable times and
      from
      time to time to inspect Grantors’ books, records and properties and to audit and
      to make copies of extracts from such books and records.

     

    (k) Fees
      and Costs.
      Grantors shall pay all expenses, including reasonable attorneys’ fees, incurred
      by Secured Party in the preservation, realization, enforcement or exercise
      of
      Secured Party’s rights under this Agreement.

     

    (l) Further
      Actions and Assurances.
      At any
      time and from time to time, upon the written request of the Secured Party,
      and
      at the sole expense of the Grantors, Grantors shall promptly and duly execute
      and deliver any and all such further instruments and documents and take such
      further action as the Secured Party may reasonably deem desirable to obtain
      the
      full benefits of this Agreement and of the rights and powers herein granted,
      including, without limitation, (i) to secure all consents and approvals
      necessary or appropriate for the grant of a security interest to Secured Party
      in any Collateral held by Grantors or in which Grantors have any rights not
      heretofore assigned, (ii) filing any financing or continuation statements
      under the UCC with respect to the security interests granted hereby,
      (iii) transferring Collateral to Secured Party’s possession (if a security
      interest in such Collateral can be perfected by possession), (iv) placing
      the interest of Secured Party as lienholder on the certificate of title (or
      other evidence of ownership) of any vehicle owned by the Grantors or in or
      with
      respect to which the Grantors hold a beneficial interest, (v) using its
      best efforts to obtain waivers of liens from landlords and mortgagees, (vi)
      causing each wholly-owned or majority-owned subsidiary which becomes a
      subsidiary of theglobe after the effective date hereof to (A) join in the
      Guaranty as an additional guarantor and (B) join in this Agreement as an
      additional “Subsidiary” and “Grantor” within the meaning hereof, (vii)
      executing, delivering and filing all necessary mortgages to reflect the Secured
      Party security interest in any real property; and (viii) executing, delivering
      and filing any and all Collateral Assignments and other instruments necessary
      to
      perfect the Secured Party security interest in any other form of property,
      including without limitation, Collateral Assignments with respect to all patents
      and patent applications. Where permitted by applicable law, Grantors also hereby
      authorize Secured Party to file any financing or continuation statement without
      the signature of Grantors. If any amount payable under or in connection with
      any
      of the Collateral is or shall become evidenced by any Instrument, such
      Instrument, other than checks and notes received in the ordinary course of
      business, shall be duly endorsed in a manner satisfactory to Secured Party
      and
      delivered to Secured Party promptly upon Grantors’ receipt
      thereof.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    4. Events
      of Default.
      The
      occurrence of (i) any breach or default under the Revolving Loan Agreement
      (or
      any promissory note or other agreement or instrument delivered in connection
      therewith, the Transaction Documents) (after giving affect to any applicable
      notice and cure period thereunder) or (ii) the breach of any representation
      under this Agreement (after notice of any such breach from the Secured Party
      and
      expiration of a fifteen (15) day cure period without cure of such breach to
      the
      Secured Party’s satisfaction), or the failure to perform any obligation under
      Section 3 of this Agreement, shall constitute an “Event
      of Default”
under
      this Agreement. 

     

    5. Remedies
      on Default.
      

     

    (a) Upon
      the
      occurrence of an Event of Default, the Secured Party may declare all amounts
      outstanding under the Revolving Loan Agreement to be immediately due and
      payable, and thereupon all such amounts shall be and become immediately due
      and
      payable to the Secured Party. Secured Party shall have all rights, privileges,
      powers and remedies provided by law.

     

    i. Secured
      Party may gather, take possession of, and sell or otherwise dispose of, the
      Collateral in accordance with applicable law; and

     

    ii. Secured
      Party may use, operate, consume and sell the Collateral in its possession as
      appropriate for the purpose of performing Grantors’ obligations with respect
      thereto to the extent necessary to satisfy the obligations of
      Grantors.

     

    (b) All
      payments received and amounts realized by Secured Party (or Lienholders, as
      applicable) shall be promptly applied and distributed by the Secured Party
      (or
      Lienholders, as applicable) in the following order of priority:

     

    i. first,
      to
      the payment of all costs and expenses, including reasonable legal expenses
      and
      attorneys fees, incurred or made hereunder by Secured Party (or the Lienholders,
      as applicable), including any such costs and expenses of foreclosure or suit,
      if
      any, and of any sale or the exercise of any other remedy under this Section
      5,
      and of all taxes, assessments or liens superior to the lien granted under this
      Agreement; 

     

    ii. second,
      to payment to the Secured Party (up to the amount then owing under the Revolving
      Loan Agreement) on a pro rata basis, based upon the respective amount of
      principal and interest then outstanding to all of such Parties; and

     

    iii. third,
      to
      the Grantors (to the extent of any surplus).

     

    6. Power
      of Attorney.
      Following an Event of Default, Grantors hereby appoint Secured Party, or its
      attorney-in-fact to prepare, sign and file or record, for Grantors in Grantors’
name, any financing statements, applications for registration and like papers
      and to take any other action deemed by the Secured Party as necessary or
      desirable in order to perfect the security interest of the Secured Party
      hereunder, to dispose of any Collateral, and to perform any obligations of
      the
      Grantors hereunder, at Grantors’ expense, but without obligation to do so. Any
      proceeds received from the foregoing actions of Secured Party will be
      distributed in accordance with Section 5(b) of this Agreement.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    7. Remedies
      Cumulative.
      The
      Secured Party’s rights and remedies under this Agreement and all other
      agreements shall be cumulative. The Secured Party shall have all other rights
      and remedies not inconsistent herewith as provided under the UCC, by law, or
      in
      equity; provided, however, that all such acts shall be as directed by the
      Secured Party. No exercise by Secured Party of one right or remedy shall be
      deemed an election, and no waiver by Secured Party of any Event of Default
      shall
      be deemed a continuing waiver. No delay by Secured Party shall constitute a
      waiver, election, or acquiescence by it. No waiver by Secured Party shall be
      effective unless made in a written document signed on behalf of Secured Party
      and then shall be effective only in the specific instance and for the specific
      purpose for which it was given.

     

    8. Grantors’
      Waivers.
      Secured
      Party may, at its election, exercise or decline or fail to exercise any right
      or
      remedy it may have against the Grantors or any security held by Secured Party,
      including without limitation the right to foreclose upon any such security
      by
      judicial or nonjudicial sale, without affecting or impairing in any way the
      liability of the Grantors hereunder. Grantors waive any setoff, defense or
      counterclaim that the Grantors may have against Secured Party. Grantors waive
      any defense arising out of the absence, impairment or loss of any right of
      reimbursement or subrogation or any other rights against the Grantors. Grantors
      waive all rights to participate in any security now or hereafter held by Secured
      Party. Grantors waive all presentments, demands for performance, notices of
      nonperformance, protests, notices of protest, notices of dishonor, and notices
      of acceptance of this Agreement and of the existence, creation, or incurring
      of
      new or additional indebtedness. Grantors acknowledge and agree that their
      obligations hereunder shall be unaffected by any release of any particular
      Grantor, or any particular Collateral, from the provisions of this Agreement
      by
      the Secured Party.

     

    9. Notices.
      Unless
      otherwise provided in this Agreement, all notices or demands by any party
      relating to this Agreement or any other agreement entered into in connection
      herewith shall be in writing and (except for financial statements and other
      informational documents which may be sent by first-class mail, postage prepaid)
      shall be personally delivered or sent by a recognized overnight delivery
      service, certified mail, postage prepaid, return receipt requested, or by
      telefacsimile to the Grantors or to Secured Party, as the case may be, at its
      addresses set forth below:


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    

      
        	
                If
                  to Grantors:

                 

                 

                 

                 

                 

                 

              	
                theglobe.com,
                  inc.

                Chips
                  & Bits, Inc.

                Strategy
                  Plus, Inc.

                tglo.com,
                  Inc.

                Direct
                  Partner Telecom, Inc.

                Tralliance
                  Corporation

                Tralliance
                  Partners International Corp.

                110
                  East Broward Boulevard

                Suite
                  1400

                Fort
                  Lauderdale, FL 33301

                Attn:
                  Edward Cespedes

                FAX:
                  (954) 769-5930

              
	 	 
	
                with
                  a copy to::

              	
                Donald
                  E. “Rocky” Thompson, II, Esq.

                Stearns
                  Weaver Miller Weissler Alhadeff & Sitterson, P.A.

                200
                  E. Las Olas Boulevard, Suite 2100

                Fort
                  Lauderdale, FL 33301

                FAX:
                  (954) 462-9567

              
	 	 
	
                If
                  to Secured Party:

              	
                Dancing
                  Bear Investments, Inc.

                c/o
                  theglobe.com, inc.

                110
                  E. Broward Boulevard

                14th
                  Floor

                Fort
                  Lauderdale, FL 33301

                Attn:
                  Michael Egan

                FAX:
                  (954) 769-5930

              
	 	 
	
                with
                  a
                  copy to

              	
                William
                  J. Gross, Esq.

                Tripp
                  Scott, P.A.

                110
                  S.E. 6th
                  Street

                Fort
                  Lauderdale, FL 33301

                FAX
                  (954) 761-8475

              


      

    

     

    The
      parties hereto may change the address at which they are to receive notices
      hereunder, by notice in writing in the foregoing manner given to the
      other.

     

    10. Choice
      of Law and Venue; Jury Trial Waiver.

     

    This
      Agreement shall be governed by, and construed in accordance with, the internal
      laws of the State of Florida, without regard to principles of conflicts of
      law.
      Each of Grantors and Secured Party acknowledge that a substantial portion of
      negotiations and anticipated performance and execution of this Agreement
      occurred or shall occur in Broward County, Florida, and that, therefore, without
      limiting the jurisdiction or venue of any other federal or state courts, each
      of
      the parties irrevocably and unconditionally (a) agrees that any suit, action
      or
      legal proceeding arising out of or relating to this Agreement may be brought
      in
      the courts of record of the State of Florida in Broward County or the court
      of
      the United States, Southern District of Florida; (b) consents to the
      jurisdiction of each such court in any suit, action or proceeding; (c) waives
      any objection which it may have to the laying of the venue of any such suit,
      action or proceeding in any of such courts; and (d) agrees that service of
      any
      court paper may be effected on such party by mail, as provided in this
      Agreement, or in such other manner as may be provided under applicable laws
      or
      court rules in said state. GRANTORS AND SECURED PARTY EACH HEREBY WAIVE THEIR
      RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
      OR
      ARISING OUT OF THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS OR ANY OF THE
      TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
      BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY
      RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL
      INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH PARTY REPRESENTS AND
      WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT
      KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
      WITH LEGAL COUNSEL.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    11. General
      Provisions.

     

    (a) Successors
      and Assigns.
      This
      Agreement shall bind and inure to the benefit of the respective successors
      and
      permitted assigns of each of the parties; provided, however, that neither this
      Agreement nor any rights hereunder may be assigned by the Grantors without
      Secured Party’s prior written consent, which consent may be granted or withheld
      in Secured Party’s sole discretion. Secured Party shall have the right without
      the consent of or notice to the Grantors to sell, transfer, negotiate, or grant
      participation in all or any part of, or any interest in, Secured Party’s
      obligations, rights and benefits hereunder.

     

    (b) Indemnification.
      Grantors shall defend, indemnify and hold harmless Secured Party and its
      respective officers, employees, and agents against: (a) all obligations,
      demands, claims, and liabilities claimed or asserted by any other party in
      connection with Grantors’ failure to comply with the terms of this Agreement;
      and (b) all losses or expenses in any way suffered, incurred, or paid by
      Secured Party as a result of or in any way arising out of, following, or
      consequential to Grantors’ failure to comply with the terms of this Agreement
      (including without limitation reasonable attorneys fees and expenses), except
      for losses caused by Secured Party’s gross negligence or willful
      misconduct.

     

    (c) Time
      of Essence.
      Time is
      of the essence for the performance of all obligations set forth in this
      Agreement.

     

    (d) Severability
      of Provisions.
      Each
      provision of this Agreement shall be severable from every other provision of
      this Agreement for the purpose of determining the legal enforceability of any
      specific provision.

     

    (e) Amendments
      in Writing, Integration.
      This
      Agreement cannot be amended or terminated orally. All prior agreements,
      understandings, representations, warranties, and negotiations between the
      parties hereto with respect to the subject matter of this Agreement, if any,
      are
      merged into this Agreement. Any term of this Agreement may be amended only
      with
      the written consent of the Grantors and the Secured Party. Any amendment or
      waiver effected in accordance with this paragraph shall be binding upon the
      Grantors and Secured Party.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (f) Counterparts.
      This
      Agreement may be executed in any number of counterparts and by different parties
      on separate counterparts, each of which, when executed and delivered, shall
      be
      deemed to be an original, and all of which, when taken together, shall
      constitute but one and the same Agreement.

     

    (g) Survival.
      All
      covenants, representations and warranties made in this Agreement shall continue
      in full force and effect so long as any Obligations remain outstanding or
      Secured Party has any obligation to make Credit Extensions to the Grantors.
      The
      obligations of the Grantors to indemnify the Secured Party with respect to
      the
      expenses, damages, losses, costs and liabilities described in Section (b)
      shall survive until all applicable statute of limitations periods with respect
      to actions that may be brought against Secured Party have run.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the
      parties have executed this Agreement on the date set forth above.

     

    
      	
              GRANTORS:

            	 	
              SECURED
                PARTY:

            
	 	 	 	 	 
	
              theglobe.com,
                inc.

            	 	
              Dancing
                Bear Investments, Inc.

            
	 	 	 	 	 
	
              By:

            	
              /s/
                Edward A. Cespedes

            	 	 	 
	
              Name:

            	
              Edward
                A. Cespedes

            	 	
              By:
                

            	
              /s/
                Robin S. Lebowitz, Treasurer

            
	
              Title:

            	
              President

            	 	 	 


    

    


    
      	
              Chips
                & Bits, Inc., a Vermont corporation

            
	 	 
	
              By:

            	
              /s/
                Edward A. Cespedes

            
	
              Name:

            	
              Edward
                A. Cespedes

            
	
              Title:

            	
              President

            
	 	 
	
              Strategy
                Plus, Inc., a Vermont corporation

            
	 	 
	
              By:

            	
              /s/
                Edward A. Cespedes

            
	
              Name:

            	
              Edward
                A. Cespedes

            
	
              Title:

            	
              President

            
	 	 
	
              tglo.com,
                inc., a Delaware corporation

            
	 	 
	
              By:

            	
              /s/
                Edward A. Cespedes

            
	
              Name:

            	
              Edward
                A. Cespedes

            
	
              Title:

            	
              President

            
	 	 
	
              Tralliance
                Corporation., a New York corporation

            
	 	 
	
              By:

            	
              /s/
                Edward A. Cespedes

            
	
              Name:

            	
              Edward
                A. Cespedes

            
	
              Title:

            	
              President

            
	 	 
	
              Direct
                Partner Telecom, Inc., a Florida corporation

            
	 	 
	
              By:

            	
              /s/
                Edward A. Cespedes

            
	
              Name:

            	
              Edward
                A. Cespedes

            
	
              Title:

            	
              President

            
	 	 
	
              Tralliance
                Partners International Corp., a Delaware corporation

            
	 	 
	
              By:

            	
              /s/
                Edward A. Cespedes

            
	
              Name:

            	
              Edward
                A. Cespedes

            
	
              Title:

            	
              President

            


    


    
      
        
        

      

      
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    GRANTORS:

    


    theglobe.com,
      inc., a Delaware corporation

    Chips
      & Bits, Inc., a Vermont corporation

    Strategy
      Plus, Inc., a Vermont corporation

    tglo.com,
      inc., a Delaware corporation

    Tralliance
      Corporation, a New York corporation

    Direct
      Partner Telecom, Inc., a Florida corporation

    Tralliance
      Partners International Corp., a Delaware corporation


    
      
        
        

      

      
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    EXHIBIT
      A

    COLLATERAL
      DESCRIPTION ATTACHMENT

    TO
      THIS
      SECURITY AGREEMENT

     

    All
      real
      and personal property of Grantors whether presently existing or hereafter
      created or acquired, and wherever located, including, but not limited
      to:

     

    (a)
       all
      accounts, chattel paper (including tangible and electronic chattel paper),
      deposit accounts, documents (including negotiable documents), contract rights,
      equipment (including all accessions and additions thereto), general intangibles
      (including payment intangibles and software), goods (including fixtures),
      instruments (including promissory notes), inventory (including all goods held
      for sale or lease or to be furnished under a contract of service, and including
      returns and repossessions), investment property (including securities and
      securities entitlements), letter of credit rights, money, and all of each
      Grantor’s books and records with respect to any of the foregoing, and the
      computers and equipment containing said books and records; 

     

    (b)
       all
      common law and statutory copyrights and copyright registrations, applications
      for registration, now existing or hereafter arising, in the United States of
      America or in any foreign jurisdiction, obtained or to be obtained on or in
      connection with any of the forgoing, or any parts thereof or any underlying
      or
      component elements of any of the forgoing, together with the right to copyright
      and all rights to renew or extend such copyrights and the right (but not the
      obligation) of Secured Parties to sue in their own name and/or in the name
      of
      any Grantor for past, present and future infringements of copyright;


     

    (c)
       all
      state
      and federal trademarks, service marks, trade names and service names and the
      goodwill associated therewith, together with the right to trademark and all
      rights to renew or extend such trademarks and the right (but not the obligation)
      of Secured Parties to sue in its own name and/or in the name of a Grantor for
      past, present and future infringements of trademark; 

     

    (d)
       all
      (i)
      patents and patent applications filed in the United States Patent and Trademark
      Office or any similar office of any foreign jurisdiction, and interests under
      patent license agreements, including, without limitation, the inventions and
      improvements described and claimed therein, (ii) licenses pertaining to any
      patent whether a Grantor is licensor or licensee, (iii) income, royalties,
      damages, payments, accounts and accounts receivable now or hereafter due and/or
      payable under and with respect thereto, including, without limitation, damages
      and payments for past, present or future infringements thereof, (iv) right
      (but
      not the obligation) to sue in the name of any Grantor and/or in the name of
      Secured Parties for past, present and future infringements thereof, (v) rights
      corresponding thereto throughout the world in all jurisdictions in which such
      patents have been issued or applied for, and (vi) reissues, divisions,
      continuations, renewals, extensions and continuations-in-part with respect
      to
      any of the foregoing; and 

     

    (e)  any
      and
      all cash proceeds and/or noncash proceeds of any of the foregoing, including,
      without limitation, insurance proceeds, and all supporting obligations and
      the
      security therefor or for any right to payment. All terms above have the meanings
      given to them in the Florida Uniform Commercial Code, as amended or supplemented
      from time to time.

     

    Notwithstanding
      the foregoing, the term “Collateral” shall not include any Equipment or rights
      of the Grantors as a lessee or licensee to the extent the granting of a security
      interest therein would be contrary to the terms of such lease or license or
      applicable law.


    
      
        
        

      

      
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    EXHIBIT
      B

    Permitted
      Liens

    


    1. Any
      liens
      of landlords pursuant to the terms of the applicable lease or pursuant to
      applicable law.

    


    2. The
      lien
      of the Security Agreement dated April 22, 2005 (the “$4M Loan Security
      Agreement”) by and among theglobe.com, inc., the Grantors and the Investors who
      are parties to the $4M Loan Security Agreement.

    


    3. The
      lien
      of the Security Agreement dated May 29, 2007 (the “$3M Loan Security Agreement”)
      by and among theglobe.com, inc. and the Grantors who are parties to the $3M
      Loan
      Security Agreement.


    
      
        
        

      

      
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