- 1 -


     TECHNOLOGY PURCHASE AGREEMENT made as of the 12th day of November, 2002.


B E T W E E N:

          BRIAN A. FOWLER, an individual resident in the City of Burlington,
          Province of Ontario, Canada,

               (hereinafter referred to as the "Vendor")

                                                              OF THE FIRST PART;

                                    - and -

          THEGLOBE.COM, INC., a corporation incorporated under the laws of the
          State of Delaware,

               (hereinafter referred to as the "Purchaser")

                                                             OF THE SECOND PART.


     WHEREAS  the  Vendor  has  developed various computer software programs and
applications  relating  to  digital  telephony  services,  as  more particularly
described  in  Schedule  "A"  (the  "Computer  Programs"), and owns the Computer
Programs  including  the  Intellectual  Property  Rights related thereto and all
Technical  Information  (collectively  the  "Technology");

     AND  WHEREAS the Purchaser wishes to purchase and the Vendor wishes to sell
the  Technology  upon  the  terms  and  conditions  contained  herein;

     NOW  THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum of
Ten  Dollars  ($10.00)  now paid by each of the parties hereto to the other, the
respective  covenants  of  the  parties  herein  contained,  and  other good and
valuable  consideration,  the  receipt  and  sufficiency  whereof  is  hereby
acknowledged,  the  parties  hereto  agree  as  follows:

ARTICLE  1  -  DEFINITIONS  AND  SCHEDULES

1.1  In  addition  to  the  other  defined  words  and  phrases contained in the
     agreement, as used in this agreement, the following words and phrases shall
     have  the  following  meanings,  respectively;

     "Computer Programs" has the meaning attributed thereto in the first recital
     of  this  agreement,  including  the  Source  Code  and  the  Object  Code;


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     "Date of Closing" means November 12, 2002, or such earlier or later date as
     may  be  agreed  to  in  writing  by  the  parties  hereto;

     "Derivative  Works"  means works that are based on one or more pre-existing
     works,  such  as  a  revision,  modification,  translation,  abridgement,
     condensation,  expansion or any other form in which such pre-existing works
     may  be  recast,  transformed  or  adopted.

     "Earn-out  Warrants"  has  the  meaning  attributed  thereto in Section 4.2
     hereof;

     "Employment  Agreement"  means  the employment agreement to be entered into
     between  the  Purchaser  and the Vendor to be dated the date hereof or such
     other  date  as  the  parties  may  agree  to;

     "Encumbrances" means claims, liens, security interests, mortgages, pledges,
     charges  or  encumbrances  of  any  nature  or  kind  whatsoever, howsoever
     created;

     "Holdback  Warrants"  has  the  meaning  attributed  thereto in Section 4.2
     hereof;

     "Intellectual  Property  Rights" means patents, trade marks, service marks,
     registered  designs,  applications  for  any  of  the foregoing, copyright,
     know-how,  trade secrets, confidential information, trade or business names
     and  any other similar protected right, whether by statute or otherwise, in
     any  country;

     "Object  Code"  means  the  machine readable form of the Computer Programs;

     "Purchase  Price"  means  the amount payable by the Purchaser to the Vendor
     for  the  Transferred  Assets  as  set  forth  in  Section  3.1  hereof;

     "Source  Code"  means  the  human  readable  form  of the Computer Programs
     (either  in  electronic  or  written  form);

     "Technical  Information" means all know-how and related technical knowledge
     relating  to  the  Computer  Programs  including,  without  limitation:

     (a)  all  trade  secrets  and  other  proprietary  know-how,  confidential
          information,  public  information,  non-proprietary  know-how  and
          invention  disclosures;

     (b)  any  information  of  a  scientific,  technical  or  business  nature
          regardless  of  its  form;

     (c)  all  documented  research, developmental, demonstration or engineering
          work;

     (d)  all  information  that can be or is used to define a design or process
          or  procure,  produce,  support  or  operate  material  and equipment;


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     (e)  methods  of  production;  and

     (f)  all  other  drawings,  blueprints,  patterns,  plans,  flow  charts,
          equipment,  parts  lists,  software  and  procedures,  specifications,
          formulas, designs, technical data, descriptions, related instructions,
          manuals,  records  and  procedures;

     "Technology"  has  the  meaning  attributed thereto in the first recital of
     this  agreement;

     "Time  of  Closing" means 10:00 a.m. (Toronto time) on the Date of Closing,
     or  if  the transaction is not completed at such time, then such other time
     on  the  Date  of  Closing  on  which  the  transaction  is  completed;

     "Transferred  Assets"  means  all  of  the property and assets described in
     Section  2.1  hereof;  and

     "Warrants"  means  an  aggregate of 2,175,000 non-transferable unregistered
     warrants of the Purchaser, each Warrant exercisable to acquire one share of
     common  stock  in  the  capital of the Purchaser at a price of US$0.065 per
     share  for  a  period  of 10 years from the Date of Closing, subject to the
     terms  of  Section  4.2  hereof.

ARTICLE 2 - AGREEMENT TO PURCHASE

2.1  Subject  to  the  terms  and conditions hereof, the Vendor hereby agrees to
     sell,  assign,  grant  and  convey  to  the  Purchaser exclusively, for and
     throughout  the entire world and for all languages, including all "computer
     languages",  now  or  hereafter  developed,  all  rights  in  and  to  the
     Technology, and all versions thereof for any and all computers, devices and
     equipment  and all other media of every nature, now or hereafter developed,
     in or by means of which the Computer Programs or any version thereof may be
     capable  of  being  embodied,  shown,  expressed, communicated or utilized,
     including  all  the  exclusive rights of the Vendor under copyright laws to
     and  to  authorize  others  to:

     (i)  prepare  Derivative  Works  based  on  the  Computer  Programs;

     (ii) reproduce  the Technology and all such Derivative Works in any and all
          forms,  including  magnetic  tapes,  hard  and floppy discs, and solid
          state  forms  such  as  ROM  chips  and  printed  circuitry;

     (iii) distribute  the  Technology  and all such Derivative Works in any and
          all  forms  to  the public by any and all means, including the sale or
          other  transfer  of  ownership,  rental,  lease, lending and licensing
          thereof,  and

     (iv) publicly  perform  and  display the Technology and all such Derivative
          Works.  The  grant  of  right  includes the exclusive rights to and to
          authorize  others  to  do any and all of the foregoing with respect to
          the  Technology,  all parts thereof, all such Derivative Works and all
          parts  thereof,  to  do  so  separately,  in  combination  with


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          any other technologies and in and as part of any collective works, and
          to  do  so  in  any  and all forms, including magnetic tapes, hard and
          floppy  discs,  and  solid  state  forms such as ROM chips and printed
          circuitry,  and to do so by all means and for all media, including all
          computers, peripheral equipment, computer systems, dedicated machines,
          equipment  and  devices,  and  all  print  media  including  books and
          magazines,  and  any  motion  pictures,  radio  broadcast,  and  cable
          television,  videotex,  and  all  broadcasts,  wire  or  cable  data
          transmission  system  and  networks.

     In  the  event the Technology, when used in conjunction with a computer for
     which  designed, produces, demonstrates, or shows any audiovisual work, the
     Vendor  hereby  also grants and conveys to the Purchaser exclusively all of
     the  Vendor's Intellectual Property Rights in and to such audiovisual work.
     If  such  audiovisual work incorporates any fictional characters, places or
     devices,  this  grant  includes  all  of the Vendor's Intellectual Property
     Rights  in  and  to  all  such characters, places or devices, including all
     merchandising  and  licensing  rights  thereto  for toys, apparel, posters,
     greeting  cards, and other products of every nature and for media including
     motion  pictures,  televisions,  video  game  devices, books and magazines.

     The  foregoing  property  is  collectively  referred  to  herein  as  the
     "Transferred  Assets".

ARTICLE 3 - PURCHASE PRICE

3.1  The  purchase  price  for the Transferred Assets shall be payable solely in
     the  form of the Warrants, subject to the provisions of Section 4.2 hereof,
     and  shall  for  purposes  of  this  agreement  be valued by the parties at
     US$42,000.00 (the "Purchase Price"), plus applicable sales taxes payable in
     cash,  if  any.

ARTICLE 4 - PAYMENT OF PURCHASE PRICE, HOLDBACK AND EARN-OUT

4.1  The Purchase Price shall be paid and satisfied by the issuance and delivery
     of  1,750,000 of the Warrants at the Time of Closing registered in the name
     of  the  Vendor.

4.2  At  the  Time  of Closing 1,312,500 of the Warrants comprising the Purchase
     Price  shall  be  delivered  to the Vendor and 437,500 of the Warrants (the
     "Holdback  Warrants")  shall  be  retained  by  the Purchaser. The Holdback
     Warrants shall be held by the Purchaser for a period of 12 months following
     the  Date  of  Closing  (or  such  longer  period  as a claim for which the
     Purchaser has provided notice to the Vendor in accordance with Section 11.3
     hereof during the 12 month period may be outstanding ("Pending Claim")) and
     cancelled by the Purchaser in the event a claim is successfully made by the
     Purchaser  against  the Vendor for indemnity within such period pursuant to
     Article  11  hereof  on  the  basis  of  one  Warrant for every US$0.024 of
     indemnity  claimed, however, any such cancellation will not otherwise alter
     or diminish any rights of the Purchaser under this agreement or at law. Any
     Holdback  Warrants  remaining  in  escrow at the completion of the 12 month
     holdback  period  (or  such  longer  period  as  a  Pending  Claim  may  be
     outstanding)  shall  be  forthwith released by the Purchaser to the Vendor.
     The  Purchaser  shall  at  the  Time  of


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                                      - 5 -


     Closing  issue  and  retain  a  further  425,000  Warrants  (the  "Earn-out
     Warrants")  registered  in  the  name  of the Vendor and shall release that
     portion of the Earn-out Warrants, if any, to the Vendor upon the attainment
     of  the  subscriber  milestones  during  the 2003 calendar year, and to the
     extent,  provided  for  in Schedule B attached hereto or immediately to the
     Vendor  in  the  event  that  the Vendor's employment with the Purchaser is
     terminated by the Purchaser "Without Cause", as such term is defined in the
     Employment Agreement, prior to January 1, 2004. Any Earn-out Warrants which
     do  not  qualify  for  release  to the Vendor in accordance with Schedule B
     hereto  shall  be  cancelled  by the Purchaser. The Vendor acknowledges and
     agrees that the Purchaser shall have the sole and absolute discretion as to
     the amount and duration of resources (financial, managerial and otherwise),
     if  any,  devoted to the Transferred Assets or any business related thereto
     for  which  subscribers  may  be  solicited.

4.3  For  greater certainty the parties hereby declare that the Purchaser is not
     assuming  and shall not be responsible for any of the liabilities, debts or
     obligations  of  the  Vendor,  whether  present  or  future,  absolute  or
     contingent  and  whether or not relating to the Transferred Assets, and the
     Vendor  shall  indemnify  and  save  harmless  the Purchaser and any of its
     officers,  directors  and  employees from and against all such liabilities,
     debts  and  obligations.

ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF THE VENDOR

5.1  The  Vendor  hereby  represents  and  warrants  as  follows  and  hereby
     acknowledges  and  confirms  that  the  Purchaser  is  relying  on  such
     representations and warranties in connection with the purchase by it of the
     Transferred  Assets:

     (a)  The  Vendor  is  legally  competent  and has all necessary capacity to
          execute  this  agreement,  together  with  all  other  agreements  the
          execution  of  which by the Vendor is herein contemplated, and to take
          all  actions  required  under  such  agreements;

     (b)  The  execution  and delivery of this agreement by the Vendor, together
          with  all  other  agreements  the  execution of which by the Vendor is
          herein  contemplated,  and  the  sale of the Transferred Assets herein
          provided  constitute  valid  and  binding  obligations  of  the Vendor
          enforceable  against  him  in  accordance with their respective terms;

     (c)  The  execution  and  delivery  of this agreement by the Vendor and the
          observance  and  performance  of  the  terms  and  provisions  of this
          agreement  on  the  part of the Vendor to be observed and performed do
          not  constitute a violation or breach of any provision or any contract
          or  other  instrument to which the Vendor is a party or by which he or
          any  of  the  Transferred  Assets  are  bound,  or  any  order,  writ,
          injunction  or  decree  applicable  to  him  or any of the Transferred
          Assets,  or constitute a default (or would with the passage of time or
          the  giving  of  notice,  or

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                                      - 6 -


          both,  constitute  a  default)  under  any  contract,  agreement  or
          instrument to which the Vendor is a party or by which he or any of the
          Transferred  Assets  are  bound;

     (d)  The  Vendor  has  not  proposed  a  compromise  or  arrangement to his
          creditors generally, has not had any petition for a receiving order in
          bankruptcy  filed  against him, has not made a voluntary assignment in
          bankruptcy,  has not taken any proceeding with respect to a compromise
          or  arrangement, has not taken any proceeding to have himself declared
          bankrupt  or wound-up, has not taken any proceeding to have a receiver
          appointed of any part of his assets, has not had any encumbrancer take
          possession  of  any  of  his property and has not had any execution or
          distress  become enforceable or become levied upon any of his property
          or,  to  the  best  of  the Vendor's knowledge, had any petition for a
          receiving  order  in  bankruptcy  made  against  him;

     (e)  The Vendor is the sole and absolute registered and beneficial owner of
          all  right,  title and interest in and to the Transferred Assets, with
          no  breaks in chain of title, with good and marketable title, free and
          clear  of any and all Encumbrances of any kind whatsoever or rights of
          others,  or  of  any  rights  or  privileges  capable  of  becoming
          Encumbrances,  and the Vendor is entitled to sell, transfer and assign
          good  and marketable title to the Transferred Assets to the Purchaser,
          free  and  clear  of  any  such  Encumbrances;

     (f)  No  natural  person, corporation, limited liability company, business,
          trust,  firm, association, partnership, joint venture, entity or other
          organization  ("Person")  other  than the Purchaser has any agreement,
          option,  right  or  privilege capable of becoming an agreement for the
          purchase  from  the  Vendor  of  any  of  the  Transferred  Assets;

     (g)  Schedule  A  sets  forth  a  complete  and  correct  list  and  brief
          description  of all Intellectual Property Rights that are owned by the
          Vendor  and  pertain  to  the  Transferred  Assets.  The  Intellectual
          Property  Rights  consist  solely  of  items and rights which are: (i)
          owned  by the Vendor; or (ii) in the public domain. The Vendor has all
          rights  to  make  use, reproduce, adopt, create Derivative Works based
          on,  translate, distribute (directly or indirectly), transmit, display
          and  perform  publicly,  license,  rent  and lease, modify, assign and
          sell,  the  Intellectual  Property  Rights;

     (h)  The  reproduction,  manufacturing,  distribution,  licensing,
          sublicensing,  sale or any other exercise of rights in the Transferred
          Assets,  as  now conducted by such Vendor, to the best of the Vendors'
          knowledge  without  any  investigation  having  been  made,  does  not
          infringe  on  any  patent, copyright, trade secret, trademark, service
          mark,  trade  name,  firm  name,  Internet  domain name, logo or other
          intellectual property or proprietary right of any person in the United
          States  of  America or Canada, nor are there any valid grounds for any
          bona  fide  claim  of  any  kind;


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     (i)  No  claims (i) challenging the validity, effectiveness or ownership by
          the  Vendor  of  any  of the Transferred Assets, or (ii) to the effect
          that the use, distribution, licensing, sublicensing, sale or any other
          exercise  of  rights in any of the Transferred Assets as now conducted
          by  the Vendor infringes or will infringe on any intellectual property
          or other proprietary right of any person have been asserted in writing
          or,  to the knowledge of the Vendor, are threatened by any person, nor
          are  there,  to  the knowledge of the Vendor without any investigation
          having  been  made,  any  valid grounds for any bona fide claim of any
          such  kind;

     (j)  To  the  knowledge  of  the  Vendor,  there  is  no  unauthorized use,
          infringement  or  misappropriation of any of the Transferred Assets by
          any  third  party;

     (k)  Other  than  Kaf  Networks  LLC, Robert S. Giblett, The Giblett Family
          Trust,  DAT  Enterprises  Inc.,  PJMC Family Enterprises Inc., Gregory
          Philp,  Ola  Danilini,  Craig Van Breene and 1002390 Ontario Inc. (the
          "Releases"),  who  have  provided  written  releases  in favour of the
          Purchaser,  no  Person  other  than  the  Vendor has contributed to or
          participated  in  the  conception  and  development  of  the  Computer
          Programs.  The Releases are binding and enforceable in accordance with
          their  terms;

     (l)  The  execution  and delivery of this agreement, and the performance of
          each  Vendor's  obligations thereunder, will not cause the termination
          or  forfeiture,  or  diminution,  of  any of the Intellectual Property
          Rights;

     (m)  The  source  code  and  system  documentation relating to the Computer
          Programs  (i)  have at all times been maintained in strict confidence,
          (ii)  except  to representatives of the Purchaser, have been disclosed
          by  a  Vendor only to employees or representatives who have a "need to
          know" the contents thereof in connection with the performance of their
          duties  to such Vendor and who have executed nondisclosure agreements,
          (iii)  have  not  been  disclosed  to any third party without executed
          nondisclosure  agreements,  copies  of which have been provided to the
          Purchaser,  and  (iv)  have  not  been  placed  in  escrow  under  any
          arrangement  whereby  the  occurrence or failure to occur of any event
          would  entitle  any  third  party to use or access such source code or
          system  documentation;

     (n)  The  Computer  Programs  do  not  contain  any "backdoor" or concealed
          access  or any "software locks" or similar undocumented devices which,
          upon  the  occurrence  of  a  certain  event, the passage of a certain
          amount of time or the taking of any action (or the failure to take any
          such  action)  by  or on behalf of the Vendor or any third party, will
          cause  the  software,  or information in the software to be destroyed,
          erased,  damaged  or  otherwise  rendered  inoperable or inaccessible;

     (o)  The  Vendor  is  a resident of the Province of Ontario, Canada and has
          such  knowledge  and experience in financial and business matters and,
          in particular, concerning investments, or has obtained such advice, as
          is  necessary to enable him to evaluate the merits and risks of making
          an  investment  in  the  Purchaser's

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          securities in the manner as provided in this agreement. The Vendor has
          no  immediate  need for liquidity in the Purchaser's securities and is
          able  to  bear  the  risk  of  making an investment in the Purchaser's
          securities  for an indefinite period. The Purchaser's securities which
          the  Vendor will receive pursuant to this agreement are being acquired
          by  the  Vendor  for investment purposes only, for his own account and
          not  with a present view to the offer, sale or distribution thereof in
          violation  of  applicable  securities  laws;

     (p)  The  Purchaser  has  afforded,  or  otherwise caused to afford, to the
          Vendor  and  his professional advisors full and complete access to all
          information  with  respect  to  the  Purchaser  and  its  business,
          operations,  financial  condition  and management which the Vendor has
          deemed  necessary  and  material  for  an evaluation of the merits and
          risks  of the Vendor acquiring and making an investment in Purchaser's
          securities  hereunder. The Vendor and his respective advisors have had
          adequate  opportunity  to  ask questions of, and receive answers from,
          persons  acting  on  behalf  of  the Purchaser regarding the terms and
          conditions of the issuance of the Purchaser's securities hereunder and
          to  obtain any additional information which the Purchaser possesses or
          can  acquire  without unreasonable effort or expense that is necessary
          to  verify the accuracy of the information furnished to the Vendor and
          his  professional  advisors.  All such questions have been answered to
          the  full  satisfaction  of  the Vendor and his professional advisors;

     (q)  In  evaluating  the  merits  and  risks of making an investment in the
          Purchaser's  securities hereunder, the Vendor has relied on the advice
          of  his  own  legal,  financial  and  accounting  advisors. The Vendor
          understands  that there are substantial risks pertaining to the making
          of  an  investment in the Purchaser's securities hereunder. The Vendor
          is  fully  able  to  bear  the  economic  risk of an investment in the
          Purchaser's securities for an indefinite period of time and can afford
          a  complete  loss  of  such  investment;

     (r)  The  Vendor  understands and acknowledges that the Warrants and shares
          of  common  stock  issuable upon the exercise of the Warrants have not
          been  registered  for offer or sale under the United States Securities
          Act  of  1933,  as  amended  (the  "Securities  Act") or registered or
          qualified under any state, provincial or other securities act, and are
          being  sold  on  the  basis  of exemptions from registration under the
          federal  and  applicable  state,  provincial or other securities laws.
          Reliance  on  such  exemption  is based in part on the accuracy of the
          representations,  warranties and agreements made by the Vendor herein,
          and  the  Vendor acknowledges and agrees that the Purchaser has relied
          on such representations, warranties and agreements. The Vendor further
          understands  and  acknowledges  that the Warrants and shares of common
          stock  issuable  upon  the  exercise  of the Warrants may not be sold,
          assigned or otherwise transferred unless so registered or qualified or
          unless,  in  the  opinion  of counsel to the Vendor (which counsel and
          which  opinion  is  reasonably  acceptable  to  Purchaser)  or  to the
          Purchaser,  an  exemption from registration and any such qualification
          is  available;

<PAGE>
                                      - 9 -


     (s)  There  is no suit, action, litigation, investigation, claim, complaint
          or proceeding, including appeals, in progress, pending or, to the best
          of  the  knowledge,  information and belief (after due enquiry) of the
          Vendor,  threatened,  relating  to  the  Transferred Assets before any
          court,  domestic or foreign, or arbitration panel which, if determined
          adversely  to  the  Vendor,  might  materially  adversely  affect  the
          Transferred  Assets and there is not presently outstanding against the
          Vendor  any judgment, covenant not to sue, decree, injunction, rule or
          order  of  any  court,  governmental  department,  commission, agency,
          instrumentality  or  arbitrator  pertaining to the Transferred Assets.
          The  Vendor  is  not aware (after due enquiry) of any claim of adverse
          ownership,  invalidity  or other opposition to or conflict with any of
          the  Transferred  Assets  nor  of  any  pending  or  threatened  suit,
          proceeding,  claim,  demand,  action or investigation of any nature or
          kind  against  the  Vendor  relating  to  the  Transferred  Assets;

     (t)  No  governmental or regulatory authorization, approval, order, consent
          or  filing  is  required on the part of the Vendor, in connection with
          the execution, delivery and performance of this agreement or any other
          documents  and  agreements to be delivered under this agreement or the
          performance  of  the  Vendor's obligations under this agreement or any
          other  documents  and agreements to be delivered under this agreement;

     (u)  The  Vendor  is  not  a party to, nor is he bound by or subject to any
          contract  or  commitment,  whether oral or written, in connection with
          the  Transferred  Assets  nor  are  the Transferred Assets bound by or
          subject  to  any  contract  or  commitment;

     (v)  The  Vendor  is not a non-resident of Canada within the meaning of the
          Income  Tax  Act  (Canada);

     (w)  The  Vendor has carried on all negotiations relating to this agreement
          and  the  transactions  contemplated  in  this  agreement directly and
          without  intervention  on its behalf of any other party in such manner
          as  to  give  rise  to  any  valid  claim  for a brokerage commission,
          finder's  fee  or  other  like  payment;  and

     (x)  None  of the foregoing representations and statements of fact contains
          any  untrue  statement of material fact or omits to state any material
          fact  necessary  to  make  any  such  statement  or representation not
          misleading  to  a  prospective  purchaser  of  the  Transferred Assets
          seeking  full  information.

ARTICLE 6 - COVENANTS OF THE VENDOR

6.1  The Vendor hereby covenants that, at the Time of Closing, the Vendor shall:

     (a)  deliver  to  the  Purchaser all necessary deeds, conveyances, bills of
          sale,  assurances,  transfers,  assignments and consents and any other
          documents,  necessary  or  reasonably  required  in the opinion of the
          Purchaser,  to  transfer  effectively  to  the  Purchaser  good  and
          marketable  title  to  the  Transferred  Assets  free and clear of all
          Encumbrances;


<PAGE>
                                      - 10 -


     (b)  execute  and  deliver  all  such other instruments and agreements, the
          execution  and  delivery of which is contemplated by the terms of this
          agreement;  and

     (c)  use  its  reasonable  best  efforts to cause each of the conditions of
          closing specified in Article 9 to be satisfied at or prior to the Time
          of  Closing.

6.2  The  Vendor hereby covenants that prior to, on or subsequent to the Date of
     Closing,  as  the  case  may  be,  the  Vendor  will:

     (a)  at  the  request of the Purchaser, execute and deliver such additional
          conveyances,  transfers and other assurances as may, in the opinion of
          the  Purchaser, acting reasonably, be required to carry out the intent
          of  this  agreement  and  to  transfer  the  Transferred Assets to the
          Purchaser;

     (b)  have  paid  or  caused  to  be  paid when due all amounts owing by the
          Vendor to any creditors claiming an interest in the Transferred Assets
          and  shall  indemnify  and hold the Purchaser harmless with respect to
          any  interest  held  by  any  party;

     (c)  enter  into  an  Employment  Agreement with the Purchaser on terms and
          conditions  satisfactory  to  the  Purchaser;

     (d)  enter into a non-competition agreement with the Purchaser on terms and
          conditions  satisfactory  to  the  Purchaser;  and

     (e)  use  his  reasonable  best efforts to obtain releases of all rights in
          the Technology from all parties reasonably requested by the Purchaser,
          in  form  and  substance satisfactory to the Purchaser. Nothing herein
          shall  be deemed to modify the Vendor's representations and warranties
          in  Section  5.1(e)  as  to  title  to  the  Technology  nor  to limit
          Purchaser's  remedies  (or  any  member  of  the  Purchaser  Group, as
          hereinafter  defined)  in  the  event  of  any  breach  of  such
          representations  and  warranties.

ARTICLE 7 - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

7.1  The  Purchaser  hereby  represents  and  warrants  as  follows  and  hereby
     acknowledges  and  confirms  that  the  Vendor  is  relying  on  such
     representations and warranties in connection with the transactions provided
     for  in  this  agreement:

     (a)  The Purchaser is a corporation incorporated and validly existing under
          the  laws  of  the  State  of  Delaware.  The  Purchaser files reports
          pursuant  to  the  Securities  Exchange Act of 1934 and certain of its
          eligible  shares  of common stock trade on the OTC electronic bulletin
          board  under  the  stock  symbol  "TGLO";

     (b)  The  execution and delivery of this agreement, together with all other
          agreements  the  execution  of  which  by  the  Purchaser  is  herein
          contemplated,  have  been  duly authorized by all necessary action and
          the  Purchaser has all requisite power and authority to enter into all
          such  agreements  and  to  perform  and  discharge  its  obligations
          thereunder  in  accordance  with  their  respective  terms  and  such
          agreements  constitute  valid and binding obligations of the Purchaser
          enforceable


<PAGE>
                                      - 11 -


          against  it  in  accordance  with  their  respective  terms;  and

     (c)  The  Purchaser has an authorized capital of 103,000,000 shares divided
          into  100,000,000  shares  of  common  stock  and  3,000,000 shares of
          preferred  stock,  and  as  of  November 8, 2002, 31,081,574 shares of
          common  stock  and  no  shares  of  preferred  stock  were  issued and
          outstanding.  All  regulatory approvals and consents required to issue
          the  Warrants  and  to  complete  the  obligations  of  the  Purchaser
          hereunder have been obtained or will be obtained prior to the issuance
          thereof.  On completion of the transactions contemplated hereby and in
          accordance  with  this agreement, the Warrants will be validly created
          and  issued  to  the  Vendor  and  except as provided herein, upon the
          exercise of the Warrants in accordance with their terms and payment of
          the  exercise  therefor,  the  shares  of  common  stock of the Vendor
          issuable  upon such exercise shall be validly issued as fully paid and
          non-assessable  shares,  free and clear of all charges, liens, pledges
          or  other  encumbrances  and  rights  of  others.

     (d)  The  Purchaser  has  neither assets in Canada, nor gross revenues from
          sales  in,  from  or  into  Canada,  exceeding  C$400,000,000.

ARTICLE 8 - COVENANTS OF THE PURCHASER

8.1  The  Purchaser  hereby  covenants  that  the  Purchaser  shall:

     (a)  at  the Time of Closing deliver to the Vendor evidence satisfactory to
          the  Vendor,  acting  reasonably,  that  all  necessary authorizations
          authorizing  and  approving  the transactions contemplated herein have
          been  obtained;

     (b)  at  the  Time  of  Closing  pay the Purchase Price for the Transferred
          Assets  in  accordance  with  Article  4;

     (c)  enter  into  the  Employment  Agreement  with  the Vendor on terms and
          conditions  satisfactory  to  the  Purchaser  and  the  Vendor;  and

     (d)  at  the  request  of  the  Vendor, execute and deliver such additional
          documents  and  do and perform and cause to be done and performed such
          further  and  other  acts  and  things  as  may, in the opinion of the
          Vendor, acting reasonably, be required to carry out the intent of this
          agreement  and  the  issuance  of  the  Warrants  to  the  Vendor.

ARTICLE 9 - CONDITIONS

9.1  The  respective  obligations  of  each  party  to complete the transactions
     contemplated  by  this  agreement  are  subject to the following conditions
     which  are  to  be  performed  or  complied with at or prior to the Time of
     Closing:

     (a)  neither  of  the  Purchaser  nor  the  Vendor  shall be subject to any
          statute, rule or regulation of any government or governmental or other
          regulatory body in Canada or the United States or to any order, decree
          or  injunction  of  a court of competent jurisdiction in Canada or the
          United  States  which  (i)  makes  illegal,  enjoins  or


<PAGE>
                                      - 12 -


          prevents the purchase and sale of the Transferred Assets or any of the
          other  transactions contemplated by this agreement, or (ii) materially
          limits  or  restricts,  or which may materially limit or restrict, the
          use  or  exploitation of the Technology by the Purchaser following the
          Time  of  Closing;

     (b)  there  shall  not  have  been  commenced  or  threatened any action or
          proceeding  by any government or governmental or other regulatory body
          in Canada or the United States which (i) seeks to make illegal, enjoin
          or  prevent  the consummation of the transactions contemplated by this
          agreement,  or  (ii)  materially  limits  or  restricts,  or which may
          materially  limit  or  restrict,  the  use  or  exploitation  of  the
          Technology  by  the  Purchaser  following  the  Time  of  Closing; and

     (c)  the  parties  shall have entered into the Employment Agreement for the
          services  of  the  Vendor  on  satisfactory  terms  and  conditions.

     Each of the Purchaser and the Vendor may, without limiting any of its other
     rights,  at  its  sole  option  waive  compliance with any of the foregoing
     conditions  in  whole or in part on such terms as may be agreed upon in the
     event  of  non-performance  of  any  other  condition  in  whole  or  in
     part.

9.2  The  obligations of the Purchaser to complete the transactions contemplated
     by this agreement are subject to the following conditions which are for the
     exclusive  benefit  of

the  Purchaser  to  be  performed  or  complied  with at or prior to the Time of
Closing  (unless  otherwise  specified):

     (a)  the  representations and warranties of the Vendor set forth in Article
          6 shall be true and correct at the Time of Closing with the same force
          and  effect  as  if made at such time, other than the breaches of such
          representations and warranties that, alone or in the aggregate, do not
          and  will  not  have  a  material adverse effect on the Purchaser, any
          permitted assignee, the Vendor, or the Transferred Assets and will not
          have a material adverse effect on the consummation of the transactions
          contemplated  by  this  agreement;

     (b)  there  shall  have  occurred  no  breach  of  the terms, covenants and
          conditions  of  this agreement to be performed or complied with by the
          Vendor  at  or  prior  to  the  Time  of Closing that, alone or in the
          aggregate  have had or are likely to have a material adverse effect on
          the  Purchaser  or  could  in the good faith judgment of the Purchaser
          have  a  material  adverse  effect  on  the  Purchaser,  any permitted
          assignee,  the  Vendor,  or  the  Transferred  Assets;

     (c)  there shall have been compliance with the covenants and obligations on
          the  part of the Vendor contained herein which are to be complied with
          at  or  prior  to the Time of Closing, each and every one of which are
          hereby  deemed  to  be  a condition of the closing of the transactions
          contemplated  herein;

     (d)  all  instruments of conveyance and other documentation relating to the
          sale  and  purchase  of  the  Transferred  Assets  including,  without
          limitation,  proceedings


<PAGE>
                                      - 13 -


          taken  on  or  prior  to  the  Time  of Closing in connection with the
          performance  by  the  Vendor  of  its obligations under this agreement
          shall  be  satisfactory  to the Purchaser and the Purchaser shall have
          received  copies of all such documentation or other evidence as it may
          reasonably  request  in  order  to  establish  the consummation of the
          transactions  contemplated  by  this  agreement  and the taking of all
          proceedings  in  connection  with such transactions in compliance with
          these  conditions,  in  form  (as  to certification and otherwise) and
          substance  satisfactory  to  the  Purchaser;

     (e)  the  Vendor  shall  have entered into a non-competition agreement with
          the  Purchaser  on terms and conditions satisfactory to the Purchaser;

     (f)  the  Vendor  shall  have  obtained  releases  of  all  rights  in  the
          Technology  from all parties reasonably requested by the Purchaser, in
          form  and  substance  satisfactory  to  the  Purchaser;  and

     (g)  all  consents, waivers and acknowledgements of third parties which are
          necessary  or,  in  the  opinion  of the Purchaser, acting reasonably,
          desirable  in  connection  with the purchase of the Transferred Assets
          and  completion  of  the  other  transactions  contemplated  by  this
          agreement  shall have been obtained on terms and in form and substance
          satisfactory  to  the  Purchaser.

     The  Purchaser may, without limiting any other right that the Purchaser may
     have,  at  its sole option waive compliance with any such term, covenant or
     condition to be performed or complied with for the benefit of the Purchaser
     in  whole  or  in  part on such terms as may be agreed upon in the event of
     non-performance  of  any  other  term, covenant or condition in whole or in
     part.

9.3  The  obligations of the Vendor to complete the transactions contemplated by
     this  agreement  are  subject to the following conditions which are for the
     exclusive  benefit  of  the  Vendor  to be performed or complied with at or
     prior  to  the  Time  of  Closing  (unless  otherwise  specified):

     (a)  the  representations  and  warranties  of  the  Purchaser set forth in
          Article  7  shall  be true and correct at the Time of Closing with the
          same force and effect as if made at such time, other than the breaches
          of  such  representations  and  warranties  that,  alone  or  in  the
          aggregate,  do  not and will not have a material adverse effect on the
          Vendor and will not have a material adverse effect on the consummation
          of  the  transactions  contemplated  by  this  agreement;

     (b)  there shall have been compliance with the covenants and obligations on
          the  part  of  the Purchaser contained herein which are to be complied
          with  at  or prior to the Time of Closing, each and every one of which
          is  hereby deemed to be a condition of the closing of the transactions
          contemplated  herein;  and

     (c)  the  Purchaser  shall have paid the Purchase Price for the Transferred
          Assets  in  accordance  with  Article  4.


<PAGE>
                                      - 14 -


     The  Vendor may, without limiting any other right that the Vendor may have,
     at  its  sole  option  waive  compliance  with  any  such term, covenant or
     condition to be performed or complied with for the benefit of the Vendor in
     whole  or  in  part  on  such  terms  as may be agreed upon in the event of
     non-performance  of  any  other  term, covenant or condition in whole or in
     part.

ARTICLE 10 - NON-WAIVER; SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

10.1 No  investigations  made by or on behalf of the Purchaser at any time shall
     have  the  effect  of waiving, diminishing the scope or otherwise affecting
     any  representation  or  warranty made by the Vendor in or pursuant to this
     agreement. No waiver by any of the parties of any condition, in whole or in
     part,  shall  operate  as  a  waiver  of  any  other  condition.

10.2 The  representations,  warranties,  covenants  and indemnities contained in
     this agreement, in any schedule hereto, in any documents to be executed and
     delivered  pursuant  to  this  agreement  and in any documents executed and
     delivered  in  connection  with  the  completion  of  the  transactions
     contemplated  herein,  and notwithstanding such closing and notwithstanding
     any  investigations  made  by  or  on  behalf  of the parties hereto, shall
     continue  in  full force and effect with respect to the representations and
     warranties  contained  herein  for a period of three years from the Time of
     Closing.

ARTICLE 11 - INDEMNITY AND SET-OFF

11.1 The  Vendor  covenants  and  agrees  to  indemnify  and  save  harmless the
     Purchaser  and  each  of  its  officers,  directors, agents, affiliates and
     assignees  (including, without limitation, any assignee pursuant to Section
     14.11  hereof)  (collectively,  the  "Purchaser Group")from and against any
     loss,  liability,  cost, expense or damage, including, without limiting the
     generality  of  the foregoing, all costs and expenses (including legal fees
     incurred  in connection with any such loss or damage and in connection with
     any  claim  under this Article) suffered, incurred or paid by any member of
     the Purchaser Group as a result of any breach of or non-compliance with, or
     untruth  of  any  of  the  warranties,  representations or covenants of the
     Vendor  contained  in  this  agreement,  in  any  schedule  hereto,  in any
     documents to be executed and delivered pursuant to this agreement or in any
     documents  executed  and delivered in connection with the completion of the
     transactions  contemplated  herein.

11.2 The  Purchaser  covenants  and  agrees  to  indemnify and save harmless the
     Vendor  from  and  against  any  loss,  liability, cost, expense or damage,
     including,  without limiting the generality of the foregoing, all costs and
     expenses (including legal fees incurred in connection with any such loss or
     damage  and  in  connection  with  any  claim under this Article) suffered,
     incurred  or  paid  by  the  Vendor  as  a  result  of  any  breach  of  or
     non-compliance  with,  or untruth of any of the warranties, representations
     or  covenants of the Purchaser contained in this agreement, in any schedule
     hereto,  or  in  any  documents  executed  and  delivered  pursuant to this
     agreement or in any documents executed and delivered in connection with the
     completion  of  the  transactions  contemplated  herein.

11.3 The  Purchaser (or any member of the Purchaser Group) or the Vendor, as the
     case  may  be, shall give notice to the party (the "Indemnifier") liable to
     it  pursuant  to  Section  11.1

<PAGE>
                                      - 15 -


     or  11.2,  as  the case may be, as soon as reasonably practicable (provided
     that  failure  to so timely notify shall not relieve the Indemnifier of its
     obligations  hereunder, except and only to the extent that such Indemnifier
     is  prejudiced  by  the  delay) of any claims asserted by third parties for
     which  the  Indemnifier  may  be  liable pursuant to this Article and shall
     provide  reasonable  particulars thereof and the Indemnifier shall have the
     right, at its sole expense, to participate in any negotiations with respect
     thereto  and  to  dispute  and  contest  any  such  claims provided that it
     notifies  the  party  giving  such notice within ten (10) days of receiving
     such notice and furnishes to the party giving notice such security or other
     assurances as such party may reasonably request in connection therewith and
     provided  further  that  such  dispute  is  prosecuted  or negotiations are
     conducted  by  the  Indemnifier  in  good faith and with due diligence. The
     party  giving  notice  will  fully  cooperate  with the Indemnifier and its
     solicitors  in  any  proceedings  with respect to any such claims. Provided
     further  that  in the event that the party giving notice shall be unable to
     obtain  timely advice from the Indemnifier with respect to any such matter,
     the  party giving notice shall be entitled to deal with same in such manner
     as  it,  in  the  reasonable  exercise of its judgement, deems appropriate.

11.4 The  Purchaser shall have the right to satisfy any amount from time to time
     owing by it (or any member of the Purchaser Group) to the Vendor under this
     agreement or any other agreement to be executed and delivered in connection
     with  the  completion  of  the transactions contemplated herein (including,
     without limitation, the Employment Agreement) by way of set-off against any
     amount  from  time to time owing by the Vendor to the Purchaser, including,
     without  limitation,  any  amount  owing  to  the Purchaser pursuant to the
     Vendor's  indemnification  pursuant  to  Section  11.1  hereof.

11.5 The  rights  and  benefits provided in this Article are supplemental to any
     other  rights,  actions or causes of action which may arise pursuant to any
     other  section  of  this  agreement  or  at  law  or  in  equity.

ARTICLE 12- CONFIDENTIAL INFORMATION

12.1 The  parties  shall  keep  confidential all confidential Technology and any
     other  confidential  information  (unless  readily available from public or
     published  information  or  sources  or  required  to  be disclosed by law)
     obtained  from or with respect to the Transferred Assets. If this agreement
     is terminated without completion of the transactions contemplated then, the
     Purchaser  shall,  promptly  after  such termination, return all documents,
     work  papers  and  other  written  material  obtained  from  the  Vendor in
     connection  with  this  agreement and not previously made public (including
     all  copies  of  such  material).

12.2 The  Vendor  acknowledges  that confidential Technical Information shall be
     sold  to  Purchaser  and  that  such  information  shall  be  confidential
     information  and  a trade secret of the Purchaser. The Vendor agrees to use
     his  best  efforts  to maintain the confidentiality of any such information
     that  remains within his knowledge as of the Time of Closing and shall not,
     other  that  in  connection with his employment with the Purchaser, for any
     reason  without  the  prior  written  consent of the Purchaser, directly or
     indirectly  provide  any  other  person  with  access  to  the confidential
     information  or make use of the confidential information for the benefit of
     any  person  or  assist  others  in  doing  so.  Without  limiting


<PAGE>
                                      - 16 -


     the  generality  of  the  foregoing,  providing access includes disclosure,
     sale,  copying,  dissemination, publishing, broadcasting or reproduction by
     any  means  whatsoever.

ARTICLE  13-  PIGGYBACK  REGISTRATION  RIGHTS

13.1 If (but without any obligation to do so) at any time, or from time to time,
     the  Purchaser  shall determine to register any of its securities under the
     Securities  Act  for  its  own  account  or  the  account  of  any  of  its
     shareholders, other than a registration relating solely to employee benefit
     plans  (or  any other registration on Form S-8 or any successor form), or a
     registration  relating  solely  to  a United States Securities and Exchange
     Commission  Rule 145 transaction, a transaction relating solely to the sale
     of debt or convertible debt instruments or a registration on any form which
     does not include substantially the same information as would be required to
     be  included in a registration statement covering the sale to the public of
     securities  of  the  Purchaser,  the  Purchaser  will:

     (a)  promptly  give  to  the  Vendor  written  notice  thereof  at least 30
          calendar  days  prior  to  filing  the  registration  statement;  and

     (b)  include in such registration and in any underwriting involved therein,
          all  of  the shares of common stock of the Purchaser issuable upon the
          exercise  of  the  Warrants  (the "Vendor's Shares") that are not then
          subject to escrow restrictions pursuant to this agreement specified in
          a  written  request  or  requests,  made within twenty (20) days after
          receipt  of such written notice from the Purchaser by the Vendor (such
          shares,  the  "Piggyback  Registration  Shares"), subject to a maximum
          number  of  shares  that  is  not  greater than the pro-rata number of
          shares  being  registered  for the account of any other shareholder of
          the  Purchaser  and  except  as  set  forth  in  Section  13.2  below.

13.2 If  the  registration  is  for  a  registered  public offering involving an
     underwriting,  the  Purchaser  shall  so advise the Vendor as a part of the
     written  notice given pursuant to section 13.1(a) above. In such event, the
     right  of  the  Vendor  to  registration  pursuant to Section 13.1 shall be
     conditioned  upon  the  Vendor's participation in such underwriting and the
     inclusion of the Vendor's Piggyback Registration Shares in the underwriting
     to  the  extent  provided  herein. If the Vendor proposes to distribute the
     Piggyback  Registration Shares through such underwriting he shall (together
     with  the  Purchaser  and  the  other holders distributing their securities
     through  such  underwriting)  enter  into  an  underwriting  agreement  in
     customary  form  with  the  underwriter  or  underwriters selected for such
     underwriting  by  the  Purchaser. If the Vendor disapproves of the terms of
     any  such  underwriting,  the  Vendor  may  elect  to withdraw therefrom by
     written  notice  to  the  Purchaser  and  the  managing  underwriter.
     Notwithstanding the foregoing, should the managing underwriter determine in
     their  sole judgment that all of the Piggyback Registration Shares will not
     be  included  in  the  proposed  public  offering, then the Vendor shall be
     permitted  to  register  such shares, if any, that the managing underwriter
     may  determine  and agree to such other terms such as a lock up which would
     not exceed ninety (90) days, as the managing underwriter may determine. Any
     Piggyback  Registration

<PAGE>
                                      - 17 -


     Shares excluded or withdrawn from such underwriting shall be withdrawn from
     such  registration.

13.3 The  Vendor shall be entitled to participate in up to two (2) registrations
     pursuant  to  this Article 13 until all of the Vendor's Shares are eligible
     to  be  resold pursuant to Rule 144 under the Securities Act, at which time
     the  Vendor's  registration  rights  shall  cease.

13.4 Upon  any  registration becoming effective pursuant to this Article 13, the
     Purchaser  shall  keep  such  registration  statement current and effective
     until  the earlier of: (i) the Piggyback Registration Shares registered for
     sale  thereunder  have  been  sold  or  may  otherwise  be freely traded by
     operation  of  law;  and  (ii) for a period of one hundred and twenty (120)
     days.

13.5 The  Purchaser shall be responsible for the preparation of any registration
     statement,  agreements  or  documents  and  related  papers  and filings in
     connection  with  Article  13  hereof  and  except  to the extent otherwise
     required  by  law,  shall  pay  all expenses relating to such registration,
     provided  however  that  the  Vendor hereby agrees to be liable for and pay
     directly its own legal fees and disbursements, if any, and any underwriting
     discounts  and commissions applicable to any sale of Piggyback Registration
     Shares  by  the  Vendor  which  shall  be  disclosed  in  advance.

13.6 In connection with any offering of Piggyback Registration Shares registered
     pursuant  to  this agreement, the Purchaser (i) shall furnish to the Vendor
     such  number  of  copies  of  any  registration statement and prospectus or
     registration statement supplement or amendment as it may reasonably request
     in  order  to effect the offering and sale of Piggyback Registration Shares
     to  be  offered  and  sold,  but only while the Purchaser shall be required
     under the provisions of this agreement to cause such registration statement
     to  remain  current,  and  (ii)  take  such action as shall be necessary to
     qualify  the  Piggyback  Registration  Shares  covered by such registration
     under  such  blue  sky  or  other U.S. state laws for offer and sale as the
     Vendor  shall  reasonably  request;  provided,  however, that the Purchaser
     shall  not  be obligated to qualify as a foreign corporation to do business
     under  the laws of any jurisdiction in which it shall not then be qualified
     or  to  file  any  general  consent  to service of process. If requested in
     connection  with  an  offering  in accordance with Section 13.2, the Vendor
     shall  enter  into  an  underwriting agreement with a nationally recognized
     investment  banking  firm  or firms containing representations, warranties,
     indemnities  and  agreements  then  customarily  included  by  an issuer in
     underwriting  agreements  with  respect  to  secondary  distributions.  In
     connection  with  any  offering of Piggyback Registration Shares registered
     pursuant to this agreement, the Purchaser shall, subject to applicable law,
     (i)  furnish  the Vendor, at the Purchaser's expense, upon a valid exercise
     of  the  corresponding Warrants and sale of the underlying shares of common
     stock, with unlegended certificates representing ownership of the Piggyback
     Registration Shares actually sold in such denominations as the Vendor shall
     request and (ii) instruct the transfer agent and registrar of the Piggyback
     Registration Shares to release any stop transfer orders with respect to the
     Piggyback  Registration  Shares  actually  sold.


<PAGE>
                                      - 18 -


13.7 In the event of any qualification of Piggyback Registration Shares pursuant
     to  this  Article  13,  the Purchaser shall hold harmless and indemnify the
     Vendor from and against any losses, claims, damages or liabilities to which
     he  may  be subject under any applicable laws or otherwise, insofar as such
     losses,  claims,  damages  or  liabilities  (or actions in respect thereof)
     arise  out  of  or  are  based  upon any untrue statement or alleged untrue
     statement  of  any  material  fact  contained in any registration statement
     under  which  such  Piggyback  Registration Shares were distributed, or any
     document  incidental  to  the  qualification  or  sale  of  such  Piggyback
     Registration  Shares,  or which arise out of or are based upon the omission
     or  alleged  omission  to  state  therein  any material fact required to be
     stated  therein  or  necessary to make the statement not misleading, or any
     violation  by  the  Purchaser of any applicable securities laws relating to
     action  or  inaction  required  by  the  Purchaser  in connection with such
     qualification  or  sale under such securities laws; provided, however, that
     the  Purchaser  will  not be liable in any case to any extent that any such
     loss,  claim,  damage or liability arises out of or is based upon an untrue
     statement  or alleged untrue statement or omission or alleged omission made
     in  any  such  registration  statement  or document in reliance upon and in
     conformity  with  information  furnished  to  the  Purchaser  by the Vendor
     specifically  for  use  in  the  preparation  thereof.

13.8 In the event of any qualification of Piggyback Registration Shares pursuant
     to  this  Article 13, the Vendor agrees, in the same manner and to the same
     extent  as set forth in Section 13.7 hereof, to indemnify and hold harmless
     the  Purchaser  and  any  of its officers, directors and employees from and
     against any losses, claims, damages or liabilities to which any of them may
     be  subject  under  any applicable securities laws or otherwise, insofar as
     such losses, claims, damages or liabilities (or actions in respect thereof)
     arise  out  of or are based upon (a) any untrue statement or alleged untrue
     statement  of  any  material  fact  contained in any registration statement
     under  which  such  Piggyback  Registration Shares were distributed, or any
     document  incidental  to  the  qualification  or  sale  of  such  Piggyback
     Registration  Shares,  or which arise out of or are based upon the omission
     or  alleged  omission  to  state  therein  any material fact required to be
     stated  therein  or necessary to make the statement not misleading, if such
     statement  or  omission  shall  have  been  made  in  reliance  upon and in
     conformity  with  information  furnished  to  the  Purchaser  by the Vendor
     specifically  for  use in such registration statement, or (b) any violation
     by  the  Vendor  of  any  applicable  securities  laws.

13.9 Each of the parties entitled to indemnification pursuant to Section 13.7 or
     13.8  hereof  (collectively,  the  "Piggyback  Indemnified Parties") shall,
     promptly  after receipt of notice of the commencement of any action against
     such  Piggyback  Indemnified  Party  in  respect  of which indemnity may be
     sought  pursuant  to  Section  13.7 or 13.8 hereof, notify the indemnifying
     party in writing of the commencement thereof. The omission of any Piggyback
     Indemnified  Party  so  to  notify an indemnifying party of any such action
     shall  not  relieve the indemnifying party from any liability in respect of
     such  action  which  it  may  have  to  such Piggyback Indemnified Party on
     account  of  the  indemnity pursuant to Section 13.7 or 13.8 hereof, as the
     case may be, unless the indemnifying party was prejudiced by such omission,
     and  in  no  event  shall  relieve  the  indemnifying  party  from


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                                      - 19 -


     any other liability which it may have to such Piggyback Indemnifying Party.
     In  case  any  such action shall be brought against a Piggyback Indemnified
     Party  and  it  shall  notify  an  indemnifying  party  of the commencement
     thereof,  the  indemnifying  party shall be entitled to participate therein
     and,  to  the  extent that it may wish, jointly with any other indemnifying
     party  similarly  notified,  to  assume  the  defense thereof, with counsel
     satisfactory to such Piggyback Indemnified Party, and after notice from the
     indemnifying  party  to such Piggyback Indemnified party of its election so
     to  assume  the defense thereof, the indemnifying party shall not be liable
     to  such  Piggyback Indemnified Party under Section 13.7 or 13.8 hereof for
     any  legal  or  other  expenses  subsequently  incurred  by  such Piggyback
     Indemnified  Party  in  connection  with  the  defense  thereof  other than
     reasonable  costs of investigation. No admission of liability shall be made
     by  the Piggyback Indemnified Party without the consent of the indemnifying
     party,  such consent not to be unreasonably withheld. If, after having been
     notified  by  the  Piggyback  Indemnifying Party of the commencement of any
     action  against  such  Piggyback  Indemnifying  Party  in  respect of which
     indemnity may be sought, the indemnifying party fails to assume the defense
     of such suit on behalf of the Piggyback Indemnified Party within 10 days of
     receiving  notice  thereof,  the Piggyback Indemnified Party shall have the
     right to employ counsel in respect of the defense of such suit and the fees
     and  expenses  of  such counsel shall be at the expense of the indemnifying
     party.

ARTICLE 14- GENERAL CONTRACT PROVISIONS

14.1 The closing of the transactions contemplated herein shall take place at the
     Time  of Closing, on the Date of Closing, at such place as may be agreed to
     by  the  parties  hereto.

14.2 Any  tender  of  documents  or money hereunder may be made upon the parties
     themselves  or  upon  their  respective  solicitors.

14.3 All  notices,  requests,  demands  or  other  communications by the parties
     hereof  required  or permitted to be given by one party to another shall be
     given in writing by personal delivery, by telecopier or by registered mail,
     postage  paid,  addressed  to  such  other party or delivered to such other
     party  as  follows:

     (a)  to  the  Vendor  at:

          784 SW 158 Lane
          Sunrise, Florida
          33326


     (b)  to  the  Purchaser  at:

          110 East Broward Boulevard, Suite 1400
          Fort Lauderdale, Florida 33301
          Fax: (954) 769-5930


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                                      - 20 -


          Attention: Edward A. Cespedes

     or  at such other address as may be given by either of them to the other in
     writing  from  time  to  time  and such notices, requests, demands or other
     communications  shall  be  deemed  to  have  received when delivered, or if
     telecopied,  on the business day following the date of telecopying thereof,
     or if mailed, five (5) business days following the date of mailing thereof;
     provided  that  if  any such notice, request, demand or other communication
     shall  have been mailed and if regular mail service shall be interrupted by
     strikes  or  other irregularities, such notices, requests, demands or other
     communications shall be deemed to have been received five (5) business days
     after  the  day  following  the  resumption  of  normal  mail  service.

14.4 The  parties  hereby  covenant  and agree to sign such other papers, do and
     perform  and cause to be done and performed such further and other acts and
     things  as  may  be  necessary or desirable in order to give full effect to
     this  agreement  and  every  part  thereof.

14.5 This  agreement  shall  be  governed  by  the laws of the State of Delaware
     (without  regard  to  conflict  of  laws principles) and the laws of United
     States  applicable  therein. Notwithstanding the foregoing, Ontario law and
     the  laws  of  Canada  applicable therein shall apply to all conveyance and
     transfer  of  title  matters  and  the  Vendor's  obligations in connection
     therewith  shall  be  governed  by  Ontario  law.

14.6 Except  as  otherwise  stated  herein,  dollar  amounts referred to in this
     agreement  shall  be  in  United  States  funds.

14.7 All  words  and  personal  pronouns  relating  thereto  shall  be  read and
     construed  as  the number and gender of the party or parties referred to in
     each  case  require  and  the  verb shall be construed as agreeing with the
     required  word  and/or  pronoun.

14.8 The  divisions  of  this agreement into articles, sections, subsections and
     schedules  are  for  convenience of reference only and shall not affect the
     interpretation  or  construction  of  this  agreement.

14.9 Time shall be of the essence of this agreement and of every part hereof and
     not  extension  or variation of this agreement shall operate as a waiver of
     this  provision.

14.10 This agreement constitutes the entire agreement between the parties hereto
     with  respect  to all matters herein. This agreement supersedes any and all
     agreements,  understandings  and  representations  made between the parties
     prior to the date hereof, and this agreement shall not be amended except by
     a  memorandum  in  writing  signed  by  all  of the parties hereto, and any
     amendment  hereof  shall be null and void and shall not be binding upon any
     party  which  has  not  given  its  consent  as  aforesaid.

14.11  The  Purchaser shall be entitled, upon giving notice to the Vendor at any
     time  prior  to  the  Time  of  Closing,  to  assign  this agreement to any
     affiliate  of  the  Purchaser  in  which  case

<PAGE>
                                      - 21 -


     such  assignee shall have and may exercise all the rights, and shall assume
     all  of  the obligations, of the Purchaser under this agreement, other than
     the  obligation  to  issue  the Warrants and the Employment Agreement which
     shall  remain  obligations  of  the  Purchaser,  and  any  reference to the
     Purchaser  in  this agreement shall in such case be deemed to refer to such
     assignee  (and  the  assignee shall also be entitled to all of the benefits
     under  this  agreement,  including,  without  limitation,  reliance  on the
     Vendor's  representations and warranties and the indemnification provisions
     of Article 11), provided that in any such case the Vendor and such assignee
     shall  execute  an agreement confirming such assignment and such assumption
     of  obligations  and provided further that no such assignment shall release
     the  Purchaser  from  liability  for  its  obligations  as purchaser of the
     Transferred  Assets  under this agreement. Except as hereinbefore provided,
     neither  this  agreement nor any rights or obligations under this agreement
     shall  be assignable by any party without the prior written consent of each
     of  the  other  parties. Subject thereto, this agreement shall enure to the
     benefit  of and be binding upon the parties and their respective successors
     (including  any  successor  by  reason  of  amalgamation  of any party) and
     permitted  assigns.

14.12  In  the event that any of the warranties, representations or covenants or
     any  portion  of  them contained in this agreement are unenforceable or are
     declared  invalid  for  any  reason  whatsoever,  such  unenforceability or
     invalidity shall not affect the enforceability or validity of the remaining
     terms  or  portions  thereof  of  this agreement, and such unenforceable or
     invalid  warranty,  representations or covenant or portion thereof shall be
     servable  from  the  remainder  of  this  agreement.

14.13 This agreement may be executed in counterparts and the parties acknowledge
     and  agree  that facsimile transmission ("fax") of executed documents shall
     be  accepted as original executed copies of such documents. For the purpose
     of this agreement and any notices required hereunder, an original signature
     transmitted  by fax shall be as effective as the original signature itself.

14.14  All  costs  and  expenses  (including,  without  limitation, the fees and
     disbursement  of  legal counsel) incurred in connection with this agreement
     and  the  transactions  contemplated  hereby  shall  be  paid  by the party
     incurring  such  expenses.

     IN  WITNESS WHEREOF the parties hereto have duly executed this agreement as
of  the  date  set  forth  at  the  top  of  the  first  page  hereof.


SIGNED, SEALED AND DELIVERED      )
In the Presence of                )
                                  )
                                  )
                                  )
                                  )          BRIAN A. FOWLER


<PAGE>
                                      - 22 -


                                             THEGLOBE.COM, INC.


                                             By: _____________________________
                                                  Authorized Signing Officer


<PAGE>