PROMISSORY
      NOTE

     

    $500,000.00

    June
      6,
      2008

    


    theglobe.com,
      inc., a Delaware corporation

    110
      E.
      Broward Boulevard, Suite 1400

    Fort
      Lauderdale, FL 33301

    (Hereinafter
      referred to as "Borrower")

    


    Dancing
      Bear Investments, Inc., a Florida corporation

    110
      E.
      Broward Boulevard, Suite 1400

    Fort
      Lauderdale, FL 33301

    (Hereinafter
      referred to as “Lender")

    


    Borrower
      promises to pay to the order of Lender, in lawful money of the United States
      of
      America, at its office indicated above or wherever else Lender may specify,
      the
      sum of Five Hundred Five Thousand and No/100 Dollars ($500,000.00) or such
      sum
      as may be advanced and outstanding from time to time, with interest on the
      unpaid principal balance at the rate and on the terms provided in this
      Promissory Note (including all renewals, extensions or modifications hereof,
      this "Note").

    


    LINE
      OF CREDIT.
      Subject
      to the terms and conditions of that certain Revolving Loan Agreement of even
      date between the Lender, the Borrower and others (the “Loan Agreement”),
      Borrower may borrow, repay and reborrow, and, upon the request of Borrower,
      Lender may advance and readvance under
      this Note
      from
      time to time until the maturity hereof (each an "Advance" and together the
      "Advances"), so long as the total principal balance outstanding under
      this Note
      at
      any
      one time does not exceed the principal amount stated on the face of
      this Note;
      provided, however, that the amount available for Advances hereunder shall be
      automatically reduced to no less than One Thousand and 00/100 Dollars
      ($1,000.00) through the Maturity Date (as hereafter defined). Lender's
      obligation to make Advances under
      this Note
      shall be in its sole discretion and, in all events, shall terminate if
      Borrower is in Default. 

    


    INTEREST
      RATE.  Interest
      shall accrue on the unpaid principal balance of this Note from the date hereof
      at the rate of ten percent (10%) per annum as of the date of this Note (the
      "Interest Rate"). 

    


    DEFAULT
      RATE.
      In
      addition to all other rights contained in this Note, if a Default
      occurs and as long as a Default continues, all
      outstanding principle under this Note shall bear interest at the Interest Rate
      plus 3% ("Default Rate"). The Default Rate shall also apply from acceleration until
      the
      obligations or any judgment thereon is paid in full.

    


    INTEREST
      AND FEE(S) COMPUTATION (ACTUAL/ACTUAL).
      Interest
      and fees, if any, shall be computed on the basis of the actual number of days
      in
      the year for the actual number of days in the applicable period ("Actual/Actual
      Computation"). The Actual/Actual Computation determines the annual effective
      yield by taking the stated (nominal) rate for a year's period and then dividing
      said rate by the actual number of days in the year to determine the daily
      periodic rate to be applied for each day in the applicable period.

    


    REPAYMENT
      TERMS.
      This
      Note shall be due and
      payable
      in one lump sum of principal and interest on the Maturity Date. In addition,
      if
      at anytime the amount outstanding hereunder exceeds the amount then available
      for Advances, Borrower shall immediately repay the loans evidenced by this
      Note
      in an amount sufficient to eliminate such excess. In any event, all principal
      and accrued interest shall be due and payable on the Maturity Date. For purposes
      hereof, “Maturity Date” shall mean the first to occur of (i) June 6, 2009 or
      (ii) the occurrence of an “Event of Default” as defined in the Loan Agreement.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPLICATION
      OF PAYMENTS.
      Monies
      received by Lender from any source for application toward payment of the
      Obligations shall be applied to accrued interest and then to principal.
If
      a
      Default occurs, monies
      may be
      applied to the Obligations in any manner or order deemed appropriate by
      Lender.

    


    If
      any
      payment received by Lender under this Note is rescinded, avoided or for any
      reason returned by Lender because of any adverse claim or threatened action,
      the
      returned payment shall remain payable as an obligation of all persons liable
      under this Note as though such payment had not been made.

    


    DEFINITIONS.
      Obligations.
      The term
      "Obligations", as used in this Note, refers to any and all indebtedness and
      other obligations under this Note. 

    


    ATTORNEYS'
      FEES AND OTHER COLLECTION COSTS.
      Borrower
      shall pay all of Lender's reasonable expenses incurred to enforce or collect
      any
      of the Obligations including, without limitation, reasonable arbitration,
      paralegals', attorneys' and experts' fees and expenses, whether incurred without
      the commencement of a suit, in any trial, arbitration, or administrative
      proceeding, or in any appellate or bankruptcy proceeding.

    


    USURY.
      If at
      any time the effective interest rate under this Note would, but for this
      paragraph, exceed the maximum lawful rate, the effective interest rate under
      this Note shall be the maximum lawful rate, and any amount received by Lender
      in
      excess of such rate shall be applied to principal and then to fees and expenses,
      or, if no such amounts are owing, returned to Borrower.

    


    REMEDIES
      UPON DEFAULT.
      If a
      Default occurs under this Note, Lender may at any time thereafter, take any
      of
      the actions or remedies set forth in the Loan Agreement, including acceleration
      of the maturity of this Note, whereupon
      this Note and the accelerated Obligations shall be immediately due and
      payable.

    


    WAIVERS
      AND AMENDMENTS.
      No
      waivers, amendments or modifications of this Note shall be valid unless in
      writing and signed by Lender. No waiver by Lender of any Default shall
      operate as a waiver of any other Default or the same Default on a future
      occasion. Neither the failure nor any delay on the part of Lender in exercising
      any right, power, or remedy under this Note shall operate as a waiver thereof,
      nor shall a single or partial exercise thereof preclude any other or further
      exercise thereof or the exercise of any other right, power or
      remedy.

    


    Borrower
      or any person liable under this Note waives presentment, protest, notice of
      dishonor, demand
      for payment, notice
      of
      intention to accelerate maturity, notice of acceleration of maturity, notice
      of
      sale and all other notices of any kind. Further, each agrees that Lender may
      extend, modify or renew this Note or make a novation of the loan evidenced
      by
      this Note for any period, and grant any releases, compromises or indulgences
      with respect to any collateral securing this Note, or with respect to any other
      Borrower or any other person liable under this Note, all without notice to
      or
      consent of Borrower or each person who may be liable under this Note and without
      affecting the liability of Borrower or any person who may be liable under this
      Note.

    


    MISCELLANEOUS
      PROVISIONS. Assignment.
      This
      Note shall inure to the benefit of and be binding upon the parties and their
      respective heirs, legal representatives, successors and assigns. Lender's
      interests in and rights under this Note re freely assignable, in whole or in
      part, by Lender. Borrower shall not assign its rights and interest hereunder
      without the prior written consent of Lender, and any attempt by Borrower to
      assign without Lender's prior written consent is null and void. Any assignment
      shall not release Borrower from the Obligations. Applicable
      Law.
      This
      Note shall be governed by and construed under the laws of the state named in
      Lender's address on
      the
      first page hereof
      without
      regard to that state's conflict of laws principles. Jurisdiction.
      Borrower
      irrevocably agrees to non-exclusive personal jurisdiction in the state named
      in
      Lender's address on
      the
      first page hereof.
      Severability.
      If any
      provision of this Note shall be prohibited or invalid under applicable law,
      such
      provision shall be ineffective but only to the extent of such prohibition or
      invalidity, without invalidating the remainder of such provision or the
      remaining provisions of this Note or other such document. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WAIVER
      OF JURY TRIAL.
      TO THE
      EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER AND
      LENDER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE
      TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF,
      UNDER OR IN CONNECTION WITH THIS NOTE OR ANY AGREEMENT CONTEMPLATED TO BE
      EXECUTED IN CONNECTION WITH THIS NOTE,
      OR
      ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
      OR ACTIONS OF ANY PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL
      INDUCEMENT TO LENDER TO ACCEPT THIS NOTE. 

    


    IN
      WITNESS WHEREOF,
      the
      undersigned has caused this Note to be executed under seal.

     

    
      	
              theglobe.com,
                inc., a Delaware
                corporation

            
	 	 
	
              By:

            	
              /s/
                Edward A. Cespedes

            
	 	
              Edward
                A. Cespedes, President