P A Y M E N T  A G R E E M E N T

          Dated this 12th day of November, 2002.

B E T W E E N :

          THEGLOBE.COM, INC. a corporation incorporated under the laws of the
          ------------------
          State of Delaware (the "Globe")

          - and -

          1002390 ONTARIO INC. a corporation incorporated under the laws of the
          --------------------
          Province of Ontario (the "Corporation")

          - and -

          ROBERT S. GIBLETT, of the City of Burlington, in the Province of
          ------------------
          Ontario ("Giblett")

WHEREAS:

1.   The  Globe  has  or  is about to enter into a Technology Purchase Agreement
     made  as  of the 12th day of November, 2002 with Brian Fowler ("Fowler") in
     connection  with  the  purchase  of  various computer software programs and
     applications  with  respect  to  certain digital telephony services and all
     intellectual  property  rights  relating  thereto  (collectively  the
     "Technology");

2.   Each  of  the  Corporation  and Giblett have agreed to execute a release in
     favour  of  Fowler  and  the Globe in connection with any rights, claims or
     interest  in  or  to  the  Technology  (the  "Releases");

3.   The  Corporation is indebted to the Toronto Dominion Bank with respect to a
     line  of  credit  and  small  business  development  loan,  some  of  which
     indebtedness  has  been  personally  guaranteed  by  Giblett;

4.   In  consideration  for  the  Releases,  the Globe has agreed to provide the
     Corporation  with the necessary funds to make the remaining regular monthly
     payments  on  the line of credit and small business development loan on the
     terms  and  conditions  set  forth  below;

5.   The  parties wish to confirm the obligations of the parties with respect to
     the  aforesaid  payments.


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     NOW THEREFORE IN CONSIDERATION of the sum of TEN DOLLARS ($10.00) and other
good and valuable consideration (the receipt and sufficiency of which are hereby
duly  acknowledged)  the  parties  agree  as  follows:

1.   REPRESENTATIONS  AND  WARRANTIES  - The Corporation represents and warrants
     --------------------------------
     that:

     a.   pursuant  to  the  Canada Small Business Financing Act the Corporation
          borrowed from the Toronto Dominion Bank (the "Bank") on or about March
          9th,  2002  the  principal  sum  of $150,000.00 together with interest
          thereon  at  the  Bank's prime rate of interest in effect from time to
          time  plus  3.00  per  cent  per  annum  of which the principal sum of
          $113,000.00  remains  outstanding as of the date of this Agreement and
          interest  continues  to  accrue  thereon  (the  "SBL  Loan");

     b.   Robert  Giblett  provided  his  personal  guarantee  to  the Bank with
          respect  to  the  obligations  owing  to  the Bank under the SBL Loan;

     c.   the  Corporation  is  also  indebted  to  the  Bank  with respect to a
          business  line  of  credit  facility  in a maximum principal amount of
          $80,000.00 which facility has been fully drawn upon and as of the date
          of this agreement is outstanding in the principal amount of $80,000.00
          and  interest  continues to accrue thereon at the Bank's prime rate of
          interest  in effect from time to time plus 2.00 per cent (the "Line of
          Credit");

     d.   the Corporation is required to make a monthly payment to the Bank with
          respect  to  the  SBL  Loan  by  the 15th day of each and every month.
          Payments  with  respect  to  the  Line  of  Credit  are required to be
          received  by  the  Bank  by  the  last  day  of  each and every month.

2.   PAYMENT  OF  LOANS  - It is the intention of the parties to pay in full all
     ------------------
     obligations  of  the  Corporation with respect to both the SBL Loan and the
     Line  of  Credit within the 46 months following the date of this Agreement.
     The  obligation  of  the Globe with respect to payment of the Corporation's
     obligations  shall  be  restricted to the payment to the Corporation of the
     Total  Amount  each  month  set  forth  in  Schedule A hereto and all other
     payments,  fees  and  charges in respect of the SBL Loan and Line of Credit
     shall  be  the  responsibility  of the Corporation and Giblett and shall be
     paid  when  due. The Corporation and Giblett covenant and agree to make all
     payments  necessary  to  forthwith  satisfy  in full all obligations of the
     Corporation  under the SBL Loan and Line of Credit remaining outstanding at
     the end of the 46 month period and shall provide the Globe with evidence of
     same.

3.   GLOBE  TO  PAY TOTAL AMOUNT - Subject to the terms and conditions set forth
     ---------------------------
     in  this  Agreement,  the  Globe  agrees to deliver to the Corporation on a
     monthly  basis  the


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     Total  Amount  described  in  Schedule  "A"  attached.

4.   NOTICE  OF  TOTAL  AMOUNT  -  The  Corporation shall provide the Globe with
     -------------------------
     written  notice  of  the  estimated  Total  Amount  payable  (including the
     calculations)  by  the Globe no later than the 1st day of each month in the
     46  month  period. In the event that the actual Total Amount for that month
     is  greater  than  or  less than the estimated Total Amount, an appropriate
     adjustment  shall be made to the estimated Total Amount for the immediately
     following  month and the calculation of such adjustment shall be set out in
     the  notice  for  such  month.

5.   DELIVERY OF FUNDS - The Total Amount shall be delivered by the Globe to the
     -----------------
     Corporation  no  later than the 10th day of every month. The funds shall be
     applied  to the payment due by the Corporation to the Bank for the SBL Loan
     and the Line of Credit for such month. The Globe shall commence payments of
     the Total Amount on December 10th, 2002 and shall continue to make payments
     each  and  every  month  for the 46 month period following the date of this
     Agreement.

6.   METHOD  OF  DELIVERY-  At  the option of the Globe, the Total Amount may be
     --------------------
     delivered  by cheque payable to the Corporation or by direct deposit to the
     current  account for the Corporation at current account no. 0318-0304074 at
     the Bank's Branch No. 2208 at 457 Brant Street, Burlington, Ontario L7R 3X8
     -  telephone  no. 1.800.975.3387. The Globe shall advise the Corporation at
     the time of execution of this Agreement as to how it wishes to make payment
     and  shall  further advise the Corporation in advance in the event that the
     method  of  payment  is  changed.

7.   EVIDENCE  OF  APPLICATION OF PAYMENT - The Corporation shall deliver to the
     ------------------------------------
     Globe  written  evidence that the Total Amount has been applied against the
     indebtedness  owing by the Corporation to the Bank pursuant to the SBL Loan
     and  the  Line of Credit. Such evidence shall be comprised of a copy of the
     Bank  statement for current account no. 0318-0304074 or by such other means
     as  the  Globe  may  reasonably  require  from  time  to  time.

8.   IF  NO  APPLICATION OF PAYMENT - In the event that the Corporation does not
     ------------------------------
     apply  the Total Amount to reduce the SBL Loan and the Line of Credit, then
     the  Globe  shall  have  no  obligation  to make any further payment of any
     amount  to  the  Corporation until such time as the Corporation can produce
     evidence  satisfactory  to the Globe that an amount equivalent to the Total
     Amount  paid by the Globe to the Corporation has been deposited and applied
     against  the  SBL  Loan  and  the  Line  of  Credit in accordance with this
     Agreement.

9.   NO USE OF CURRENT ACCOUNT, ETC. - The Corporation covenants and agrees that
     -------------------------------
     current account number 0318-0304074 shall not be used for any purpose other


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     than  for  the  deposit  of  the  Total Amount each month and that no other
     payments  shall  be made from the account other than to reduce the SBL Loan
     and  the Line of Credit or for miscellaneous bank charges relating thereto.
     Specifically,  although  the Line of Credit shall be reduced by application
     of  the  Total  Amount  each  month,  the Corporation shall not utilize any
     availability in the Line of Credit and shall not draw upon the same for any
     amount. Should the Corporation draw upon the Line of Credit for any purpose
     except  as  set out herein, this Agreement shall be at an end and the Globe
     shall  have  no  further  obligation  to  make  any  payments whatsoever in
     connection  with  either  the  SBL  Loan  or  the  Line  of  Credit.

10.  NOTHING  TO  ACCELERATE  PAYMENT  - The Corporation and Giblett jointly and
     --------------------------------
     severally  covenant and agree that neither shall take any action respecting
     the  Corporation  or  otherwise  that  would be likely to cause the Bank to
     demand  immediate  repayment  of  the  SBL  Loan  or  Line of Credit or the
     acceleration  of  the  the  payment  of  any  amount  due  thereunder.

11.  CANCELLATION  OF  EXISTING  PAYMENTS  - Without limiting the foregoing, the
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     Corporation  agrees  to  immediately  cancel monthly payments to IA Pacific
     Insurance,  ING  Insurance  Co.  and  Bell Canada. Further, the Corporation
     shall not write any cheques on, or withdraw any funds from, current account
     number  0318-0304074.

12.  ONTARIO LAW - This Agreement shall be construed in accordance with the laws
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     of  the  Province  of  Ontario  and  the laws of Canada applicable therein.

13.  CANADIAN  FUNDS - All amounts referred to in this Agreement are in Canadian
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     funds.

14.  BINDING  ON SUCCESSORS- This Agreement shall be binding upon the successors
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     and  assigns  of  the  parties.

                         THEGLOBE.COM,  INC.

                         Per:__________________________


                         1002390  ONTARIO  INC.

                         Per:  __________________________


                         ______________________________
                         ROBERT  S.  GIBLETT


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                                  SCHEDULE "A"

(1)  SBL  LOAN
     ---------

     (a)  Principal  -  $113,000.00
     (b)  Term  -  46  months
     (c)  Monthly  principal  payment                                 $2,500.00
     (d)  Interest  Rate  -  Prime  +  3%


(2)  LINE  OF  CREDIT
     ----------------

     (a)  Principal  -  $80,000.00
     (b)  Term  -  46  months
     (c)  Monthly  principal  payment                                  1,739.00
     (d)  Interest  Rate  -  Prime  +  2%

                                                                    -----------

     Total Monthly Principal Payment                                $  4,239.00
                                                                    ===========


"Total Amount"  =   $4,239.00 PLUS interest on the Total Monthly Principal
Payment at the interest rates set forth above.


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