REVOLVING
      LOAN AGREEMENT

    


    THIS
      REVOLVING LOAN AGREEMENT (this
      “Loan
      Agreement”)
      is
      made this  
      6th day
      of June, 2008, by and among Dancing Bear Investments, Inc., a Florida
      corporation (the “Lender”),
      theglobe.com, inc., a Delaware corporation (the “Borrower”);
      and
      Chips & Bits, Inc., a Vermont corporation (“Chips”),
      Strategy Plus, Inc., a Vermont corporation (“Strategy”),
      tglo.com, inc., a Delaware corporation (“tglo”),
      Tralliance Partners International, Corp., a Delaware corporation (“TPI”),
      Tralliance Corporation, a New York corporation (“Tralliance”)
      and
      Direct Partner Telecom, Inc., a Florida corporation (“Direct”
and
      together with Chips, Strategy, tglo, TPI and Tralliance, the “Guarantors”
and
      each a “Guarantor,”
and
      together with the Borrower, the “Grantors”).

    


    WITNESSETH:

    


    WHEREAS,
      the
      Lender is willing to make a revolving loan to Borrower in an amount of up to
      $500,000 (the “Loan”)
      on the
      terms and conditions and on the security hereinafter set forth.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises, conditions, representations and warranties
      hereinafter set forth and for other good and valuable consideration, the receipt
      and sufficiency of which is hereby acknowledged, the parties hereto agree as
      follows:

    


    ARTICLE
      I

    


    DEFINITIONS

    


    Section
      I.1 Definitions

    


    As
      used
      in this Loan Agreement, the Exhibits and Schedules attached hereto, if any,
      and
      any Loan Document executed incidental thereto, the following terms shall have
      the following meanings unless the context otherwise requires:

    


    “Agreement”
shall
      mean this Loan Agreement, as the same may be amended, supplemented or otherwise
      modified from time to time by an agreement in writing signed by the Borrower
      and
      the Lender.

    


    “Closing
      Date”
      shall
      mean the date on which the Loan Agreement and all related documents have been
      executed.

    


    “Collateral”
      shall
      have the meaning set forth in the Security Agreement attached hereto as Exhibit
      “B”. 


    
      
        
        

      

      
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    “Future
      Advance”
      shall
      have the meaning set forth in Section 2.2 hereof.

    


    “Generally
      Accepted Accounting Principles” or “GAAP”
shall
      mean those principles of accounting set forth in Opinions of the Financial
      Accounting Standards Board of the American Institute of Public Accountants
      or
      which have other substantial authoritative support and are applicable in the
      circumstances as of the date of any report required herein or as of the date
      of
      an application of such principles as required herein.

    


    “Initial
      Advance”
      shall
      have the meaning set forth in Section 2.2 hereof.

    


    “Loan”
shall
      mean the credit facility described in Section 2.1 hereof.

    


    “Loan
      Documents”
shall
      mean this Agreement, the Note, the Security Agreement, the Unconditional
      Guaranty Agreement, the UCC-1 Financing Statements, and all other documents,
      agreements, instruments or certificates delivered to the Lender in connection
      with the Loan (whether at, prior to or after the Closing Date).

    


    “Maturity
      Date”
      shall
      mean June 6, 2009.

    


    “Note”
shall
      mean the instrument of even date herewith from the Borrower evidencing the
      indebtedness to the Lender created by the Loan in the amount of up to FIVE
      HUNDRED THOUSAND DOLLARS ($500,000.00).

    


    “Permitted
      Liens”
      shall
      have the meaning set forth in Security Agreement. 

    


    “Person”
shall
      mean any corporation, business entity, natural person, firm, joint venture,
      partnership, trust, unincorporated organization, association, government, or
      any
      department or agency of any government.

    


    “Security
      Agreement”
shall
      have the meaning set forth in Section 3.1 hereof.

    


    “Security
      Documents”
shall
      have the meaning set forth in Section 3.3 hereof.

    


    ARTICLE
      II

    


    AMOUNT
      AND TERMS OF LOAN

    


    Section
      2.1 Revolving
      Line of Credit Loan

    


    Subject
      to the terms and conditions set forth herein (including, the discretion of
      the
      Lender with regard to Future Advances), the Lender agrees to make available
      to
      the Borrower a revolving line of credit loan (the “Loan”) in an amount not to
      exceed the sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00).
      The Borrower will execute and deliver to the Lender the Note bearing interest
      at
      TEN percent (10%) per annum calculated on
      the
      basis of the actual number of days in the year for the actual number of days
      in
      the applicable period.
      The
      entire unpaid principal balance then outstanding plus accrued and unpaid
      interest, if any, shall mature and be due and payable on the Maturity Date,
      at
      which time the Loan shall be reviewed by the Lender and renewed, modified or
      terminated in the Lender's sole and absolute discretion.


    
      
        
        

      

      
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    Subject
      to the terms and conditions set forth herein, the Borrower may borrow, repay
      and
      reborrow at any time while the Note is outstanding, but at no time shall the
      aggregate principal amount outstanding be greater than FIVE HUNDRED THOUSAND
      DOLLARS ($500,000.00). Furthermore, at no time will the Borrower reduce the
      principal balance under the Note to less than ONE THOUSAND DOLLARS ($1,000.00)
      unless the Borrower intends to pay the Note in full. All advances must be
      supported by a Certificate and Loan Advance Request in the form attached hereto
      as Exhibit “A.”

    


    Section
      2.2 Initial
      and Future Advances under the Loan

    


    The
      Lender shall fund to the Borrower [One Hundred Thousand Dollars ($100,000)]
      on
      the Closing Date (the “Initial
      Advance”).
      All
      or part of the [Four Hundred Thousand Dollar ($400,000)] balance of the Loan
      may
      be drawn down from time to time during the term of this Agreement only upon
      Lender’s receipt of a Certificate and Loan Advance Request, and then solely in
      the discretion of the Lender. Any such amounts which Lender shall in its
      discretion elect to fund, shall be referred to herein as a “Future
      Advance”.

    


    Section
      2.3 Prepayment
      of Loan

    


    The
      Note
      may be prepaid in whole or in part without penalty. Any voluntary or mandatory
      partial prepayment shall be applied first to any accrued and unpaid interest
      and
      the balance (if any) in reduction of the principal amount
      outstanding.

    


    Section
      2.4 Intent
      Not to Commit Usury

    


    The
      Borrower does not intend or expect to pay, nor does the Lender intend or expect
      to charge, accept or collect, any interest under the Note, this Agreement or
      any
      other instrument executed in connection herewith greater than the maximum legal
      rate of interest which may be charged under applicable law. Should any event
      result in the computation or earning of interest in excess of such maximum
      legal
      rate, any and all such excess shall be refunded to the Borrower. Notwithstanding
      anything to the contrary contained in this Agreement, the Note, or any other
      instrument delivered in connection herewith, the amount of interest due under
      the terms of this Agreement, the Note or any other instrument shall in no event
      exceed the maximum amount of interest permitted to be charged by
      law.

    


    Section
      2.5 Use
      of Proceeds

    


    The
      proceeds of the Loan will be disbursed to the Borrower to be used solely for
      working capital purposes. 


    
      
        
        

      

      
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    ARTICLE
      III

    


    SECURITY
      AND GUARANTY

    


    Section
      3.1 Security
      Interest

    


    As
      security for the full and timely payment of the principal and interest under
      the
      Note, and for any and all other indebtedness or liability of the Borrower to
      the
      Lender pursuant to the Loan Documents, whether now existing or hereafter
      arising, the Borrower, together with the Guarantors, shall duly execute and
      deliver to the Lender a security agreement in the form attached hereto as
      Exhibit “B” (the “Security
      Agreement”)
      pursuant to which they will grant to Lender a security interest in the
      Collateral. 

    


    Section
      3.2 Guarantees

    


    The
      Guarantors shall duly execute and deliver to the Lender their absolute,
      unconditional, continuing and unlimited guarantee, in the form attached hereto
      as Exhibit “C”, whereby each Guarantor, jointly and severally, if more than one,
      guarantees the Borrower's obligations hereunder and under the Note, as well
      as
      any other liability of the Borrower to the Lender. 

    


    Section
      3.3 Security
      Documents

    


    The
      Borrower and the Guarantors, shall execute and deliver to the Lender, in form
      and substance satisfactory to the Lender and its Counsel, any and all additional
      security agreements, financing statements, guarantees and any other documents
      relating to any security as the Lender shall require from time to time (all
      herein referred to collectively as the “Security
      Documents”).

    


    ARTICLE
      IV

    


    BORROWER'S
      REPRESENTATIONS AND WARRANTIES

    


    To
      induce
      the Lender to enter into this Agreement, the Borrower and each Guarantor, as
      applicable, make the following representations and warranties which shall be
      deemed to be continuing representations and warranties so long as the Note
      or
      other indebtedness of the Borrower to the Lender remains unpaid:

     

    Section
      4.1 Organization,
      Good Standing and Qualification.
      The
      Borrower is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware. Each Guarantor is duly organized,
      validly existing and in good standing under the laws of its state of
      organization. The Borrower and each Guarantor is duly qualified to transact
      business and is in good standing in each jurisdiction in which the failure
      to so
      qualify would have a material adverse effect on its business or
      properties. 

     

    Section
      4.2 Authorization. All
      corporate action on the part of the Borrower and Guarantors, their officers,
      directors and stockholders necessary for the authorization, execution and
      delivery of this Agreement, the Note, the Security Agreement, the Guaranty
      and
      the performance of all obligations of the Borrower and Guarantors hereunder
      and
      thereunder have been taken on or prior to the date hereof. 


    
      
        
        

      

      
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    Section
      4.3 Public Reports. The
      Borrower is current in its filing obligations under the Securities Act of 1934,
      as amended (the “1934 Act”), including without limitation as to its filings of
      Annual Reports on Form 10-K (or 10-KSB, as applicable) and Quarterly Reports
      on
      Form 10-Q (or 10-QSB, as applicable) (collectively, the “Public Reports”). The
      Public Reports do not contain any untrue statement of a material fact or omit
      to
      state any fact necessary to make any statement therein not misleading. The
      financial statements included within the Public Reports for the fiscal year
      ended December 31, 2006, and for the fiscal year ended December 31, 2007 (the
      “Financial Statements”), have been prepared in accordance with generally
      accepted accounting principles (“GAAP”) applied on a consistent basis throughout
      the periods indicated. The Financial Statements fairly present, in all material
      respects, the financial condition and operating results of the Borrower as
      of
      the dates, and for the periods, indicated therein. 

     

    Section
      4.6 Compliance
      With
      Laws.
      Neither
      the Borrower nor any Guarantor has violated any law or any governmental
      regulation or requirement which violation has had or would reasonably be
      expected to have a material adverse effect on its business or prospects, and
      neither the Borrower nor any Guarantor has received written notice of any such
      violation.

     

    Section
      4.7 Violations.
      The
      consummation of the transactions contemplated by this Agreement and all other
      documents and instruments required to be delivered in connection herewith and
      therewith, including without limitation, the Security Agreement, the Guaranty
      and the Note, will not result in or constitute any of the following: (a) a
      violation of any provision of the certificate of incorporation, bylaws or other
      governing documents of the Borrower or any Guarantor; (b) a violation of any
      provisions of any applicable law or of any writ or decree of any court or
      governmental instrumentality; (c) a default or an event that, with notice or
      lapse of time or both, would be a default, breach, or violation of a lease,
      license, promissory note, conditional sales contract, commitment, indenture,
      mortgage, deed of trust, or other agreement, instrument, or arrangement to
      which
      the Borrower or any Guarantor is a party or by which the Borrower, any Guarantor
      or their property is bound; (d) an event that would permit any party to
      terminate any agreement or to accelerate the maturity of any indebtedness or
      other obligation of the Borrower or any Guarantor; or (e) the creation or
      imposition of any lien, pledge, option, security agreement, equity, claim,
      charge, encumbrance or other restriction or limitation on the capital stock
      or
      on any of the properties or assets of the Borrower or any
      Guarantor.

     

    Section
      4.8 Consents;
      Waivers.
      No
      consent, waiver, approval or authority of any nature, or other formal action,
      by
      any person, firm or corporation, or any agency, bureau or department of any
      government or any subdivision thereof, not already obtained, is required in
      connection with the execution and delivery of this Agreement by the Borrower
      or
      any Guarantor or the consummation by the Borrower or any Guarantor of the
      transactions provided for herein and therein.


    
      
        
        

      

      
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    ARTICLE
      V

    


    BORROWER'S
      AFFIRMATIVE COVENANTS

    


    The
      Borrower, and each Guarantor, as applicable, covenants and agrees that until
      the
      Note, together with interest and all other indebtedness to the Lender under
      the
      terms of this Agreement, are paid in full, unless specifically waived by the
      Lender in writing:

    


    Section
      5.1 Corporate
      Existence and Qualification

    


    The
      Borrower and each Guarantor shall do, or cause to be done, all things necessary
      to preserve, renew and keep in full force and effect their corporate
      existence.

    


    Section
      5.2 Financial
      Statements

    


    The
      Borrower shall keep its books of account in accordance with GAAP and shall
      furnish to the Lender within ninety (90) days after the close of its fiscal
      year
      a balance sheet as of the close of such year, a profit and loss statement and
      statements of income, retained earnings and reconciliation of surplus for such
      year. Such statements shall be prepared by an independent certified public
      accountant acceptable to the Lender and in the form of a financial statement
      review. Such statements shall also be certified by the Chief Financial Officer
      of Borrower. Within forty-five (45) days after each second quarter, the Borrower
      shall furnish to the Lender a balance sheet, income statement and reconciliation
      of surplus for such six month period certified by the Chief Financial Officer
      of
      the Borrower. The Borrower and each Guarantor also, with reasonable promptness,
      shall furnish to the Lender copies of their respective tax returns and such
      other data as the Lender may request.

    


    Section
      5.3 Taxes
      and Claims

    


    The
      Borrower and each Guarantor shall properly pay and discharge all taxes,
      assessments and governmental charges upon or against the Borrower, the Guarantor
      or their assets, including payroll taxes, prior to the date on which penalties
      attach thereto.

    


    Section
      5.4 Insurance

    


    The
      Borrower and each Guarantor shall: (i) keep its properties adequately insured
      at
      all times with insurance carriers acceptable to the Lender against loss or
      damage by fire and other hazards; (ii) maintain adequate insurance at all times
      with responsible insurance carriers against liability on account of damaged
      persons and property and under all applicable worker's compensation laws; and
      (iii) maintain adequate insurance covering such other risks as the Lender may
      request. 


    
      
        
        

      

      
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    Section
      5.5 Books
      and Reserves

    


    The
      Borrower and each Guarantor shall: (a) maintain at all times true and complete
      books, records and accounts in which true and correct entries shall be made
      of
      its transactions in accordance with GAAP consistently applied and consistent
      with those applied in the preparation of the financial statements referred
      to in
      Section 5.2; and (b) by means of appropriate quarterly entries reflected in
      its
      accounts and in all financial statements furnished pursuant to Section 5.2,
      proper liabilities and reserves for all taxes and proper reserves for
      depreciation, renewal and replacement, obsolescence and amortization of its
      properties and bad debts, all in accordance with GAAP consistently applied
      as
      above.

    


    Section
      5.6 Inspection
      by the Lender; Audits

    


    The
      Borrower and each Guarantor shall allow any representative of the Lender to
      visit and inspect any of the properties of the Borrower and each Guarantor,
      to
      examine and audit the books of account and other records and files of the
      Borrower and each Guarantor, to make copies thereof and to discuss the affairs,
      business, finances and accounts of the Borrower and each Guarantor with their
      officers and employees, all at such reasonable times and as often as the Lender
      may request. 

    


    Section
      5.7 Litigation

    


    The
      Borrower and each Guarantor will promptly notify the Lender upon the
      commencement of any action, suit, claim, counterclaim or proceeding against
      or
      investigation of the Borrower or such Guarantor where the damage claim is in
      excess of $25,000 or where the litigation may materially adversely affect the
      Borrower's or such Guarantor’s business.

    


    Section
      5.8 Assessments

    


    The
      Borrower and each Guarantor shall promptly notify the Lender in writing of
      any
      material assessment by any taxing authority for unpaid taxes as soon as the
      Borrower or such Guarantor has knowledge thereof and shall supply the Lender
      with copies of all notices from the Internal Revenue Service or any other taxing
      authority.

    


    Section
      5.9 Change
      of Name, Principal Place of Business, Etc.

    


    The
      Borrower and each Guarantor shall notify the Lender immediately of any change
      in
      the name of the Borrower or such Guarantor, the principal place of business
      of
      the Borrower or such Guarantor, the office where the books and records of the
      Borrower or such Guarantor are kept or any change in the registered agent of
      the
      Borrower or such Guarantor for the purpose or service of
      process.


    
      
        
        

      

      
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    ARTICLE
      VI

    


    BORROWER'S
      NEGATIVE COVENANTS

    


    The
      Borrower and each Guarantor, as applicable, covenants and agrees that from
      the
      date hereof and until payment in full of the principal of and interest on the
      Note, and all other indebtedness to the Lender under this Agreement, unless
      the
      Lender shall otherwise consent in writing, it will not, either directly or
      indirectly, do the following:

    


    Section
      6.1 Merger,
      Sale of Assets, Dissolution, Etc.

    


    The
      Borrower and the Guarantors will not enter into any transaction of merger or
      consolidation, or transfer, sell, assign, lease or otherwise dispose of (other
      than sales of products and services in the ordinary course of business) all
      or a
      substantial part of its properties or assets without prior consent of the
      Lender.

    


    Section
      6.2 Change
      of Fiscal Year, Etc.

    


    The
      Borrower and the Guarantors shall not change their fiscal year nor will the
      Borrower or any Guarantor amend in any respect its Certificate of Incorporation
      or Bylaws from those in existence on the date of this Agreement or change its
      accounting methods or practices, its depreciation or amortization policy or
      rates, except as required to comply with law or with Generally Accepted
      Accounting Principles.

    


    ARTICLE
      VII

    


    DEFAULTS
      AND REMEDIES 

    


    Section
      7.1 Defaults

    


    The
      occurrence of any one or more of the following events shall constitute an “Event
      of Default” by Borrower hereunder:

    


    (a) the
      failure of the Borrower to pay when due any of the Obligations under the
      Note;

    


    (b) the
      failure of the Borrower or any Guarantor to perform, keep or observe any of
      the
      covenants, conditions, promises, agreements or obligations of such party under
      this Agreement or any of the Loan Documents, after notice thereof and a fifteen
      day opportunity to cure (without such cure);

    


    (c) the
      making or furnishing by the Borrower or any Guarantor to Lender of any
      representation or warranty within this Agreement or the other Loan Documents
      or
      in connection with any Certificate relating to a Future Advance, which is untrue
      or misleading in any material respect, after notice thereof and a fifteen day
      opportunity to cure such misstatement (without such cure);


    
      
        
        

      

      
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    (d) the
      creation (whether voluntary or involuntary) of, or any attempt by the Borrower
      or any Guarantor to create, any lien or other encumbrance upon any of the
      Collateral, other than the Permitted Liens, or the making or any attempt to
      make
      any levy, seizure or attachment thereof;

    


    (e) the
      commencement of any proceedings in bankruptcy by or against the Borrower or
      any
      Guarantor or for the liquidation or reorganization of the Borrower or any
      Guarantor, or alleging that such Borrower or Guarantor is insolvent or unable
      to
      pay its debts as they mature, or for the readjustment or arrangement of the
      Borrower's or any Guarantor’s debts, whether under the United States Bankruptcy
      Code or under any other law, whether state or federal, now or hereafter existing
      for the relief of debtors, or the commencement of any analogous statutory or
      non-statutory proceedings involving the Borrower or any Guarantor; provided,
      however, that if such commencement of proceedings against the Borrower or any
      Guarantor is involuntary, such action shall not constitute an Event of Default
      unless such proceedings are not dismissed within sixty (60) days after the
      commencement of such proceedings;

    


    (f) the
      appointment of a receiver or trustee for the Borrower or any Guarantor, for
      any
      of the Collateral or for any substantial part of the Borrower's or any
      Guarantor’s assets or the institution of any proceedings for the dissolution, or
      the full or partial liquidation, or the merger or consolidation, of the Borrower
      or any Guarantor which is a corporation, limited liability company or a
      partnership; provided, however, that if such appointment or commencement of
      proceedings against the Borrower or any Guarantor is involuntary, such action
      shall not constitute an Event of Default unless such appointment is not revoked
      or such proceedings are not dismissed within sixty (60) days after the
      commencement of such proceedings; and

    


    (g) the
      entry
      of any judgment or order against the Borrower or any Guarantor which remains
      unsatisfied or undischarged and in effect for thirty (30) days after such entry
      without a stay of enforcement or execution;

    


    Section
      7.2 Action
      for Enforcement

    


    Upon
      the
      occurrence of an Event of Default, the Lender may proceed to protect and enforce
      its rights or remedies either by suit in equity or by action at law, or both,
      whether for the specific performance of any covenant, agreement or other
      provision contained herein, in the Note, or in any document or instrument
      delivered in connection with or pursuant to this Agreement, or to enforce the
      payment of the Note or any other legal or equitable right or
      remedy.

    


    Section
      7.3 Suit
      Against the Guarantors

    


    Upon
      the
      occurrence of an Event of Default, the Lender may proceed directly against
      any
      Guarantor with or without exercising its rights against the Borrower and obtain
      judgment against such Guarantor. The liability of any Guarantor shall be joint
      and several, if more than one Guarantor.


    
      
        
        

      

      
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    Section
      7.4 Rights
      and Remedies Cumulative

    


    No
      right
      or remedy herein conferred upon the Lender is intended to be exclusive of any
      other right or remedy contained herein, in the Note, Security Documents or
      in
      any instrument or document delivered in connection with or pursuant to this
      Agreement, and every such right or remedy shall be cumulative and shall be
      in
      addition to every other such right or remedy contained herein and therein or
      now
      or hereafter existing at law or in equity or by statute or otherwise. In the
      event of any conflict among the Loan Documents as to the notice required before
      resort to any remedy, the shortest notice provision shall control all others
      with respect to the remedy in question (for purposes of this Section only,
      “without notice” shall be deemed a notice provision).

    


    Section
      7.5 Rights
      and Remedies Not Waived

    


    No
      course
      of dealing between the Lender and any party hereto, or any failure or delay
      on
      the part of the Lender in exercising any rights or remedies hereunder shall
      operate as a waiver of any rights or remedies of the Lender and no single or
      partial exercise of any rights or remedies hereunder shall operate as a waiver
      or preclude the exercise of any other rights or remedies hereunder.

    


    ARTICLE
      VIII

    


    FEES
      AND PAYMENTS

    


    Section
      8.1 Costs,
      Taxes and Attorneys' Fees

    


    Whether
      or not the closing is effectuated and the transactions contemplated hereby
      shall
      be consummated, the Borrower and the Guarantors agree: (a) to pay all
      out-of-pocket costs, expenses, disbursements and fees incurred by the Lender
      in
      connection with the preparation, execution and delivery of any amendment,
      supplement or modification to, any of the Loan Documents and any other documents
      prepared in connection herewith, (b) to pay or reimburse the Lender for all
      its
      out-of-pocket (i.e.,
      non-overhead) costs and expenses incurred in connection with the administration,
      audit and/or enforcement or preservation of any rights under the Loan Documents
      and any such other documents; and (c) to indemnify and hold the Lender harmless
      from any and all recording and filing fees (including all intangible and
      documentary stamp taxes) and any and all liabilities with respect to, or
      resulting from, any delay in paying stamp, excise, documentary and other similar
      taxes, if any, which may be payable or determined to be payable in connection
      with the origination, administration, audit, execution and delivery of, or
      consummation of, any of the transactions contemplated by, or any amendment,
      supplement or modification to, or any waiver or consent under or in respect
      of,
      the Loan Documents and any such other document. The agreements contained in
      this
      Section shall survive repayment of the Note and all other amounts payable
      hereunder or under the other Loan Documents. Furthermore, the Borrower and
      the
      Guarantors shall be liable for post-closing collection expenses, including,
      but
      not limited to, expenses related to the repossession, storage or sale of the
      Collateral and to the collection of obligations of the Borrower hereunder,
      including reasonable attorneys' fees, including appellate proceedings,
      post-judgment proceedings and bankruptcy proceedings. 


    
      
        
        

      

      
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    ARTICLE
      IX

    


    MISCELLANEOUS

    


    Section
      9.1 Notices

    


    All
      notices, requests, consents and other communications hereunder to any party,
      shall be deemed to be sufficient if in writing and contained (i) delivered
      in
      person, (ii) delivered and received by facsimile or telecopier, if a
      confirmatory mailing in accordance herewith is also made, (iii) duly sent by
      first class, registered or certified mail return receipt requested and postage
      prepaid or (iv) duly sent by overnight delivery service, addressed to such
      party
      at the address set forth below (or at such other addresses as shall be specified
      by like notice):

    


    
      	
              To
                the Borrower:

            	
              theglobe.com,
                inc.

            
	
              and
                Guarantors

            	
              110
                E. Broward Boulevard, Suite 1400

            
	 	
              Fort
                Lauderdale, FL 33301

            
	 	
              Attn:
                Edward A. Cespedes

            
	 	 
	
              with
                a copy to:

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

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

            
	 	
              200
                E. Las Olas Boulevard, Suite 2100

            
	 	
              Fort
                Lauderdale, FL 33301

            
	 	 
	
              To
                the Lender:

            	
              Dancing
                Bear Investments, Inc.

            
	 	
              110
                E. Broward Boulevard, Suite 1400

            
	 	
              Fort
                Lauderdale, FL 33301

            
	 	
              Attn:
                Michael S. Egan

            
	 	 
	
              with
                a copy to:

            	
              William
                J. Gross, Esq.

            
	 	
              Tripp
                Scott, P.A.

            
	 	
              110
                S.E. 6th Street

            
	 	
              Fort
                Lauderdale, FL 33301

            


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    All
      such
      notices and communications shall be deemed to have been received when personally
      delivered or mailed to the foregoing persons at the addresses set forth above;
      provided, however, that the time period in which a response to any such notice
      must be given shall commence on the date of receipt thereof; provided, further,
      that rejection or other refusal to accept or inability to deliver because of
      changed address for which no notice has been received shall also constitute
      receipt.

    


    Section
      9.2 Further
      Assurances

    


    At
      any
      time and from time to time, upon the Lender's request and at the expense of
      the
      Borrower, the Borrower and each Guarantor will promptly (and in no event within
      more than 10 days) execute and deliver any and all further instruments and
      documents and take such further action as the Lender may deem reasonable to
      effect the purposes of this Agreement and/or any of the other Loan Documents.
      

    


    Section
      9.3 Survival
      of Representations and Warranties

    


    All
      representations and warranties made hereunder, in the other Loan Documents
      or in
      any document, certificate or statement delivered pursuant hereto or thereto
      or
      in connection herewith or therewith shall survive the execution and delivery
      of
      this Agreement, the Note, and the other Loan Documents.

    


    Section
      9.4 Attorneys'
      Fees

    


    Any
      and
      all references to the payment of attorneys' fees and disbursements herein or
      in
      any of the other Loan Documents shall include those incurred before, during
      and
      after litigation, whether in negotiating, drafting, closing, attempting
      collection without litigation, investigating and litigating in all trial and
      appellate levels, as well as those incurred in any bankruptcy proceedings and
      post-judgment proceedings. Attorneys' fees includes fees of paraprofessionals
      such as paralegals and investigators, administrative costs and all other charges
      whatsoever billed by Counsel to the Lender.

    


    Section
      9.5 Severability

    


    Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    Section
      9.6 Conflict

    


    If
      the
      terms and provisions of any of the other Loan Documents should conflict with
      any
      of the terms and provisions of this Agreement, the terms and provisions of
      this
      Agreement shall be interpreted as being paramount, superior and
      controlling.

    


    Section
      9.7 Jurisdiction
      and Venue

    


    Each
      of
      the parties irrevocably and unconditionally: (a) agrees that any suit, action
      or
      other legal proceeding arising out of or relating to this Agreement may, and
      to
      the extent permitted by the courts of the State of Florida shall be brought
      in
      the courts of record of the State of Florida in Broward County or the District
      Court of the United States, Southern District of Florida; (b) consents to the
      jurisdiction of each such court 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 court; 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 the State of Florida.

    


    Section
      9.8 Amendments

    


    The
      provisions of this Agreement may not be amended, supplemented, waived or changed
      orally, but only by a writing signed by the party as to whom enforcement of
      any
      such amendment, supplement, waiver or modification is sought and making specific
      reference to this Agreement.

    


    Section
      9.9 Waivers

    


    The
      Borrower and the Guarantors waive presentment, demand, protest, notice of
      default, nonpayment, partial payments and all other notices and formalities
      relating to this Agreement other than notices specifically required hereunder.
      The Borrower and the Guarantors consent to and waive notice of the granting
      of
      indulgences or extensions of time of payment, the taking or releasing of
      security, the addition or release of persons primarily or secondarily liable
      on
      or with respect to liabilities of the Borrower or any Guarantor to the Lender,
      all in such manner and at such time or times as the Lender may deem advisable.
      No act or omission of the Lender shall in any way impair or affect any of the
      indebtedness or liabilities of the Borrower or any Guarantor to the Lender
      or
      rights of the Lender in any security. No delay by the Lender to exercise any
      right, power or remedy hereunder or under any Security Documents, and no
      indulgence given to the Borrower or any Guarantor in case of any default, shall
      impair any such right, power or remedy or be construed as having created a
      course of dealing or performance contrary to the specific provisions of this
      Agreement or as a waiver of any default by the Borrower or any Guarantor or
      any
      acquiescence therein or as a violation of any of the terms or provisions of
      this
      Agreement. 


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    Section
      9.10 Governing
      Law; Benefit

    


    This
      Agreement and all rights hereunder shall be governed by the laws of the State
      of
      Florida and of the United States. 

    


    Section
      9.11 WAIVER
      OF JURY TRIAL

    


    THE
      PARTIES HERETO DO HEREBY MUTUALLY AND WILLINGLY WAIVE THE RIGHT TO A TRIAL
      BY
      JURY OF ANY AND ALL CLAIMS MADE AMONG THEM WHETHER NOW EXISTING OR ARISING
      IN
      THE FUTURE, INCLUDING WITHOUT LIMITATION, ANY AND ALL CLAIMS, DEFENSES,
      COUNTERCLAIMS, CROSSCLAIMS, THIRD PARTY CLAIMS AND INTERVENOR'S CLAIMS WHETHER
      ARISING FROM OR RELATED TO THE NEGOTIATION, EXECUTION AND PERFORMANCE OF THE
      TRANSACTION TO WHICH THIS LOAN AGREEMENT RELATES.

    


    [SIGNATURES
      ARE ON THE FOLLOWING PAGES]


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    
      	LENDER:	 
	 	 	 
	DANCING
              BEAR INVESTMENTS, INC.	 
	 	 	 
	
              By:

            	
              /s/
                Michael S. Egan

            	 
	 	
              Michael
                S. Egan, President

            	 
	 	 	 
	BORROWER:	 
	 	 	 
	theglobe.com,
              inc.	 
	 	 	 
	
              By:

            	
              /s/
                Edward A. Cespedes

            	 
	 	
              Edward
                A. Cespedes, President

            	 
	 	 	 
	GUARANTORS:	 
	 	 	 
	Chips
              & Bits, Inc.	 
	 	 	 
	
              By:
                

            	
              /s/
                Edward A. Cespedes

            	 
	 	
              Edward
                A. Cespedes, President

            	 
	 	 	 
	Strategy
              Plus, Inc.	 
	 	 	 
	
              By:
                

            	
              /s/
                Edward A. Cespedes

            	 
	 	
              Edward
                A. Cespedes, President

            	 
	 	 	 
	tglo.com,
              inc.	 
	 	 	 
	
              By:
                

            	
              /s/
                Edward A. Cespedes

            	 
	 	
              Edward
                A. Cespedes, President

            	 
	 	 	 
	Tralliance
              Partners International, Corp.	 
	 	 	 
	
              By:
                

            	
              /s/
                Edward A. Cespedes

            	 
	 	
              Edward
                A. Cespedes, President

            	 
	 	 	 
	Tralliance
              Corporation	 
	 	 	 
	
              By:
                

            	
              /s/
                Edward A. Cespedes

            	 
	 	
              Edward
                A. Cespedes, President

            	 
	 	 	 
	Direct
              Partner Telecom, Inc.	 
	 	 	 
	
              By:
                

            	
              /s/
                Edward A. Cespedes

            	 
	 	
              Edward
                A. Cespedes, President

            	 


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “A”

    


    CERTIFICATE
      AND LOAN ADVANCE REQUEST

    


    DATE:
      ____________, 2008

    


    Dear
      Sir:

    


    Pursuant
      to Section 2.1 of the Revolving Loan Agreement between Dancing Bear Investments,
      Inc. (the “Lender”) and theglobe.com, inc. (the “Borrower”), dated June 6, 2008,
      the undersigned, being the President of the Borrower, applies for an advance
      of
      $ ____________ to be credited to the account of theglobe.com, inc. and certifies
      that:

    


    
      	
            	1.	
              No
                Event of Default as defined in the Loan Agreement
                

            


    

    


    
      	 	
              2.

            	
              The
                advance applied for hereunder plus the present principal balance
                of the
                Loan does not exceed $500,000.

            


    

    


    
      	
              theglobe.com,
                inc.

            	 
	 	 
	 	 
	
              By:
                ________________________

            	 


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    WORKSHEET

    


    
      	
              Maximum
                Principal Balance

            	
              $
                ____________

            
	
              Less:
                Outstanding Principal Balance

            	
              (____________)

            
	 	 
	
              Gross
                Available Loan Advance

            	
              $
                ____________

            
	 	 
	
              Total
                Principal Outstanding

            	 
	
              After
                this Advance

            	
              $
                ____________

            


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “B”

    


    SECURITY
      AGREEMENT 


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “C”

    


    UNCONDITIONAL
      GUARANTY AGREEMENT 


    
      
        
        

      

      
        19