UNCONDITIONAL
      GUARANTY AGREEMENT

     

    This
      Unconditional Guaranty Agreement (this "Guaranty") is given this 6th day of
      June, 2008, by Chips
      & Bits, Inc., a Vermont
      corporation,
      Strategy Plus, Inc., a Vermont
      corporation,
      tglo.com, inc., a
      Delaware corporation, Direct
      Partner Telecom, Inc.,
      a
      Florida corporation, Tralliance
      Corporation, a
      New
      York corporation, and Tralliance
      Partners International Corp.,
      a
      Delaware corporation (each a “Guarantor”
and
      collectively, the "Guarantor"`)
      in
      conjunction with that certain Revolving Loan Agreement dated June 6th, 2008,
      (the "Revolving Loan Agreement") by and between theglobe.com,
      inc.,
      a
      Delaware corporation (the “Borrower") and Dancing Bear Investments, Inc., a
      Florida corporation (the "Lender").

     

    WITNESSETH:

    


    A. In
      order
      to induce Lender to enter into the Revolving Loan Agreement and in furtherance
      of covenants and undertakings pursuant to that certain Revolving Loan Agreement,
      each Guarantor does hereby undertake and agree that, if for any reason the
      Borrower does not make payment of any such sums or comply with any such
      obligations by the time, on the date and otherwise in the manner specified
      in
      the Revolving Loan Agreement (or in any of the promissory notes issued to the
      Lender in connection therewith, whether such notes are issued at the initial
      closing thereof or any subsequent additional closing (the “Notes”)) (the Notes
      together with the Revolving Loan Agreement, this Agreement and the Security
      Agreement of even date, the “Note Documentation”), the Guarantor will pay to the
      Lender such sums and comply with such obligations on demand by the Lender in
      the
      manner provided in the Note Documentation. Each Guarantor agrees that its
      obligations hereunder shall be joint and several with each other Guarantor;
      and

    


    B. Each
      Guarantor is a subsidiary of the Borrower, and will substantially benefit,
      economically and otherwise, from the Borrower executing the Note Documentation
      and from the proceeds of the loans derived therefrom.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises herein, in the Revolving Loan Agreement, and
      of
      the sum of TEN DOLLARS ($10.00) paid to Guarantor by the Lender, the receipt
      and
      adequacy whereof is hereby acknowledged, and as part of the consideration for
      the execution by the Lender of the Revolving Loan Agreement, each Guarantor
      hereby covenants and agrees with the Lender as follows:

    


    1. Guaranty
      of Borrower’s Obligations.
      Each
      Guarantor, jointly and severally, irrevocably, absolutely and unconditionally
      guarantees to Lender the due and punctual payment, when due, by acceleration
      or
      otherwise, of all obligations to pay under the Note Documentation and
      performance of all of the obligations of the Note Documentation and related
      documents.

    


    2. Absolute
      and Unconditional Guaranty.
      This is
      also an absolute and unconditional Guaranty pursuant to which the obligations
      of
      the Guarantors may be enforced without first having recourse to the Borrower,
      any other Guarantor or person or any other agreement, security, guaranty or
      indemnity. 

    


    3. General
      Guaranty.
      This
      Guaranty is a general guaranty and shall inure to the benefit of the Lender
      and
      its successors and assigns. The obligations of each Guarantor under this
      Guaranty shall be binding on each of the Guarantors and their respective
      successors and assigns. No Guarantor may assign its rights or transfer its
      obligations under this Guaranty without the prior written approval of the
      Lender.

    


    4.
      Waiver
      of Defenses.
      Each
      Guarantor specifically waives any and all defenses to any action or proceeding
      brought to enforce this Guaranty or any part of this Guaranty, either at law
      or
      in equity, except for the defense that the sum claimed by the Lender to be
      due
      has actually been paid to the Lender. Any release of any Guarantor from this
      Guarantor shall not affect the obligation and liability of the remaining
      Guarantors.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    5.
      Waiver
      of Jury Trial.
      Each
      Guarantor hereby knowingly, voluntarily, and intentionally, waives the right
      it
      may have to a trial by jury in respect of any litigation based on, or arising
      out of, under or in connection with this Guaranty and any document executed
      in
      conjunction herewith or any course of conduct, course of dealing, statement
      (whether oral or written) or actions of or by any Guarantor or the
      Lender.

    


    6.
      Submission
      to Jurisdiction; Attorneys’ Fees.
      Each
      Guarantor irrevocably and unconditionally (a) agrees that any suit, action
      or
      other legal proceeding arising out of or relating to this Guaranty shall be
      brought in the circuit court located in Broward County, Florida or the court
      of
      the United States, Southern District of Florida; (b) consents to the
      jurisdiction of each such court located in any such suit, action or proceeding;
      (c) waives any objection which it may have to the laying of venue of any such
      suit, action or proceeding in any of such courts; and (d) agrees that service
      of
      any court paper may be affected on such party by mail or in such other manner
      as
      may be provided under applicable laws or court rules in said state. Each
      Guarantor further agrees to pay all costs of collection, including reasonable
      attorneys' fees, costs and other legal expenses incurred by the Lender in
      attempting to enforce the Guarantors’ obligations under this
      Guaranty.

    


    7.
      Notices.
      All
      notices, requests, consents and other communications under this Guaranty shall
      be in writing and shall be (as elected by the person giving such notice) (i)
      hand delivered by messenger or courier service, (ii) telecommunicated, (iii)
      mailed by registered or certified mail (postage prepaid, return receipt
      requested), or (iv) sent by recognized overnight courier service to the relevant
      party at its/his/her address listed below (or at such other address as the
      relevant Guarantor or the Lender may specify by written notice in accordance
      with this paragraph). Each such notice shall be deemed delivered (a) on the
      date
      delivered if by personal delivery; (b) on the date of transmission with
      confirmed answer back if by facsimile (provided that notice is also sent on
      such
      date in accordance with either clause (i), (iii) or (iv); (c) on the date upon
      which the return receipt is signed or delivery is refused or the notice is
      designated by the postal authorities as not deliverable, as the case may be,
      if
      mailed; or (d) on the second business day following delivery to a recognized
      overnight courier service for next business day delivery.

    


    If
      to the
      Borrower:

    


    110
      E.
      Broward Boulevard, Suite 1400

    Fort
      Lauderdale, FL 33301

    Attn:
      Edward Cespedes

    


    If
      to a
      Guarantor:

    


    110
      E.
      Broward Boulevard, Suite 1400

    Fort
      Lauderdale, FL 33301

    Attn:
      Edward Cespedes

    


    If
      to the
      Lender:

    


    110
      E.
      Broward Boulevard, Suite 1400

    Fort
      Lauderdale, FL 33301

    Attn:
      Michael Egan

    


    8.
      Entire
      Agreement.
      This
      Guaranty (together with the Security Agreement of even date herewith) represents
      the entire understanding and agreement among the Guarantors and the Lender
      with
      respect to the subject matter hereof and supersedes all other negotiations,
      understandings and representations (if any) made by and among such parties.
      No
      course of dealing, course of performance or trade usage, shall be used to
      supplement or modify any terms hereof.

    


    9.
      Severability.
      If any
      part of this Guaranty is contrary to, prohibited by or deemed invalid under
      applicable law or regulation, such provision shall be inapplicable and deemed
      omitted to the extent so contrary, prohibited or invalid, but the remainder
      of
      this Guaranty shall not be invalidated and shall be given full force and
      effect.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    10.
      Governing
      Law.
      This
      Guaranty shall be governed by the laws of the State of Florida, without regard
      to the conflicts of law principles thereof.

    


    11.
      Amendment
      and Waiver.
      Any
      term of this Guaranty may be amended, only with the written consent of the
      Guarantors and the Secured Parry. Any amendment or waiver effected in accordance
      with this paragraph shall be binding upon the Guarantors and the
      Lender.

     

    [EXECUTION
      PAGES FOLLOW]

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Guarantors have duly executed this Guaranty this ___ day
      of
      June, 2008, pursuant to a corporate resolution approving same.

     

    Signed,
      sealed, and delivered

    in
      the
      presence of:

    

      
        	 	 	 	
                Chips
                  & Bits, Inc., a Vermont corporation

              
	 	 	 	 
	 	 	 	
                By:
                  Edward
                  A.
                  Cespedes                                         

              
	
                Signature
                  of Witness 1

              	 	 	
                Its:
                  President                                                             

              
	 	 	 	
                Print
                  Name: Edward
                  A.
                  Cespedes                   
                         

              
	
                Print
                  Name of Witness 1

              	 	 	  
	 	 	 	 
	
                Signature
                  of Witness 2

              	 	 	 
	 	 	 	 
	
                Print
                  Name of Witness 2

              	 	 	 


      

       

    

    STATE
      OF
  
         )

      
               ) SS:

    COUNTY
      OF              )

    


    The
      foregoing instrument was acknowledged before me this ____ day of
      ________________, 2008, by _________________________ as _____________ of Chips
      & Bits, Inc., a Vermont corporation, on behalf of the corporation. He/She is
      (check one) ____ personally known to me or ____ has produced
      _____________________________________ as identification.

     

    
      	 	 	 
	 	 	
              Notary
                Public Signature

            
	 	 	 
	 	 	
              Print
                Name

            
	
              (SEAL)

            	 	
              State
                of              
                 at Large

            
	 	 	
              Commission
                No.:  
                                                        
                 

            
	 	 	
              My
                Commission expires:
                                    
                 

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    Signed,
      sealed, and delivered

    in
      the
      presence of:

    


    
      	 	 	 	
              Strategy
                Plus, Inc., a Vermont corporation

            
	 	 	 	 
	 	 	 	
              By:
                Edward A.
                Cespedes                                    

            
	
              Signature
                of Witness 1

            	 	 	
              Its:
                President                                                         

            
	 	 	 	
              Print
                Name: Edward A.
                Cespedes                      

            
	
              Print
                Name of Witness 1

            	 	 	 
	 	 	 	 
	
              Signature
                of Witness 2

            	 	 	 
	 	 	 	 
	
              Print
                Name of Witness 2

            	 	 	 


    

     

    STATE
      OF                    )

    )
      SS:

    COUNTY
      OF                )

    


    The
      foregoing instrument was acknowledged before me this ____ day of
      ________________, 2008, by _________________________ as _____________ of
      Strategy Plus, Inc., a Vermont corporation on behalf of the corporation. He/She
      is (check one) ____ personally known to me or ____ has produced
      _____________________________________ as identification.

     

    
      	 	 	 
	 	 	
              Notary
                Public Signature

            
	 	 	 
	 	 	
              Print
                Name

            
	
              (SEAL)

            	 	
              State
                of                at
                Large

            
	 	 	
              Commission
                No.:
                                                                    
                   

            
	 	 	
              My
                Commission
                expires:                            

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    Signed,
      sealed, and delivered

    in
      the
      presence of:

    


    
      	 	 	 	
              tglo.com,
                inc., a Delaware corporation

            
	 	 	 	 
	 	 	 	
              By:
                Edward A.
                Cespedes                                 

            
	
              Signature
                of Witness 1

            	 	 	
              Its:
                President                                                      

            
	 	 	 	
              Print
                Name: Edward A.
                Cespedes                   

            
	
              Print
                Name of Witness 1

            	 	 	 
	 	 	 	 
	
              Signature
                of Witness 2

            	 	 	 
	 	 	 	 
	
              Print
                Name of Witness 2

            	 	 	 


    

     

    STATE
      OF                    )

    )
      SS:

    COUNTY
      OF                )

    


    The
      foregoing instrument was acknowledged before me this ____ day of
      ________________, 2008, by _________________________ as _____________ of
      tglo.com, inc., a Delaware corporation on behalf of the corporation. He/She
      is
      (check one) ____ personally known to me or ____ has produced
      _____________________________________ as identification.

     

    
      	 	 	 
	 	 	
              Notary
                Public Signature

            
	 	 	 
	 	 	
              Print
                Name

            
	
              (SEAL)

            	 	
              State
                of                        
                 at Large

            
	 	 	
              Commission
                No.:
                                                                     
                  

            
	 	 	
              My
                Commission expires:
                                                
                 

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Signed,
      sealed, and delivered

    in
      the
      presence of:

    


    
      	 	 	 	
              Tralliance
                Partners International Corp.,

              a
                Delaware corporation

            
	 	 	 	 
	 	 	 	
              By:
                Edward A.
                Cespedes                                   

            
	
              Signature
                of Witness 1

            	 	 	
              Its:
                President                                                        

            
	 	 	 	
              Print
                Name: Edward A.
                Cespedes                     

            
	
              Print
                Name of Witness 1

            	 	 	 
	 	 	 	 
	
              Signature
                of Witness 2

            	 	 	 
	 	 	 	 
	
              Print
                Name of Witness 2

            	 	 	 


    

     

    STATE
      OF                    )

    )
      SS:

    COUNTY
      OF                            )

    


    The
      foregoing instrument was acknowledged before me this ____ day of
      ________________, 2008, by _________________________ as _____________ of
      Tralliance Partners International Corp., a Delaware corporation on behalf of
      the
      corporation. He/She is (check one) ____ personally known to me or ____ has
      produced _____________________________________ as identification.

     

    
      	 	 	 
	 	 	
              Notary
                Public Signature

            
	 	 	 
	 	 	
              Print
                Name

            
	
              (SEAL)

            	 	
              State
                of
                                                
                  at Large

            
	 	 	
              Commission
                No.:
                                                                   
                  

            
	 	 	
              My
                Commission expires:
                                              
                 

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    Signed,
      sealed, and delivered

    in
      the
      presence of:

    


    
      	 	 	 	
              Direct
                Partner Telecom, Inc.,

              a
                Florida corporation

            
	 	 	 	 
	 	 	 	
              By:
                Edward A.
                Cespedes                                  

            
	
              Signature
                of Witness 1

            	 	 	
              Its:
                President                                                       

            
	 	 	 	
              Print
                Name: Edward A.
                Cespedes                    

            
	
              Print
                Name of Witness 1

            	 	 	 
	 	 	 	 
	
              Signature
                of Witness 2

            	 	 	 
	 	 	 	 
	
              Print
                Name of Witness 2

            	 	 	 


    

     

    STATE
      OF                    )

    )
      SS:

    COUNTY
      OF                )

    


    The
      foregoing instrument was acknowledged before me this ____ day of
      ________________, 2008, by _________________________ as _____________ of Direct
      Partner Telecom, Inc., a Florida corporation on behalf of the corporation.
      He/She is (check one) ____ personally known to me or ____ has produced
      _____________________________________ as identification.

     

    
      	 	 	 
	 	 	
              Notary
                Public Signature

            
	 	 	 
	 	 	
              Print
                Name

            
	
              (SEAL)

            	 	
              State
                of
                                                       
                  at Large

            
	 	 	
              Commission
                No.:
                                                                            
                 

            
	 	 	
              My
                Commission
                expires:                                 

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    Signed,
      sealed, and delivered

    in
      the
      presence of:

    


    
      	 	 	 	
              Tralliance
                Corporation,

              a
                New York corporation

            
	 	 	 	 
	 	 	 	
              By:
                Edward A.
                Cespedes                                 

            
	
              Signature
                of Witness 1

            	 	 	
              Its:
                President                                                      

            
	 	 	 	
              Print
                Name: Edward A.
                Cespedes                   

            
	
              Print
                Name of Witness 1

            	 	 	 
	 	 	 	 
	
              Signature
                of Witness 2

            	 	 	 
	 	 	 	 
	
              Print
                Name of Witness 2

            	 	 	 


    

     

    STATE
      OF                   )

    )
      SS:

    COUNTY
      OF               )

    


    The
      foregoing instrument was acknowledged before me this ____ day of
      ________________, 2008, by _________________________ as _____________ of
      Tralliance Corporation., a New York corporation on behalf of the corporation.
      He/She is (check one) ____ personally known to me or ____ has produced
      _____________________________________ as identification.

     

    
      	 	 	 
	 	 	
              Notary
                Public Signature

            
	 	 	 
	 	 	
              Print
                Name

            
	
              (SEAL)

            	 	
              State
                of                                at
                Large

            
	 	 	
              Commission
                No.:
                                                                       
                 

            
	 	 	
              My
                Commission
                expires:                            

            


    

    


    
      
        
        

      

      
        9