Execution Copy
















                       REGISTRATION RIGHTS AGREEMENT


                             THEGLOBE.COM, INC.


                             FEBRUARY 22, 2000
<PAGE>
                             TABLE OF CONTENTS

                                                                          PAGE

1. DEFINITIONS...............................................................1

2. REGISTRATION; RESTRICTIONS ON TRANSFER....................................3
   2.1   Restrictions on Transfer............................................3
   2.2   Demand Registration.................................................4
   2.3   General Provisions Applicable to Demand Registration................5
   2.4   Delay, Postponement and Suspension of Sale..........................6
   2.5   No Piggyback Registrations..........................................7
   2.6   Registration Expenses...............................................7
   2.7   Obligations of the Company..........................................8
   2.8   Termination of Registration Rights.................................10
   2.9   Delay of Registration..............................................10
   2.10  Indemnification....................................................10
   2.11  "Market Stand-Off" Agreement.......................................13
   2.12  Rule 144 Reporting.................................................14

3. CONFIDENTIALITY..........................................................14

4. GENERAL..................................................................15
   4.1   Governing Law......................................................15
   4.2   Survival...........................................................15
   4.3   Successors and Assigns.............................................15
   4.4   Severability.......................................................16
   4.5   Amendment and Waiver...............................................16
   4.6   Delays or Omissions................................................16
   4.7   Notices............................................................16
   4.8   Attorneys' Fees....................................................17
   4.9   Headings...........................................................17
   4.10  Entire Agreement...................................................17
   4.11  Counterparts.......................................................17
   4.12  Third-Party Beneficiaries..........................................17
<PAGE>
                       REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION  RIGHTS AGREEMENT (this "Agreement") is entered into
as of the 22nd day of February,  2000, by and among  theglobe.com,  inc., a
Delaware  corporation  (the  "Company"),  and each  Holder  (as  defined in
Section 1 below).

     WHEREAS,  pursuant to the Agreement and Plan of Merger,  dated January
13, 2000 (the "Merger Agreement"), by and among the Company, CB Acquisition
Corp., SP Acquisition  Corp.,  Chips & Bits,  Inc., a Vermont  corporation,
("CB") Strategy Plus, Inc., a Vermont corporation, ("SP," and together with
CB, the "Targets")  pertaining to the  acquisition by the Company of all of
the  outstanding  capital  stock of the Targets,  the Company has agreed to
provide certain registration rights to the Holders as set forth herein; and

     WHEREAS,  the foregoing parties desire to set forth their agreement as
to the registration rights of the Holders;

     NOW, THEREFORE, the parties hereto, in consideration of the foregoing,
the mutual  covenants and agreements  hereinafter set forth, and other good
and valuable  consideration the receipt and sufficiency of which hereby are
acknowledged, agree as follows:

1.   DEFINITIONS.

     As used  in  this  Agreement,  the  following  terms  shall  have  the
following respective meanings:

     "AUDITED FINANCIAL  STATEMENTS" shall mean balance sheets,  statements
of operations,  statements of  stockholders'  equity and statements of cash
flows,  including any pro forma financial  statements,  with respect to the
Targets (and any notes related to the foregoing) necessary in the Company's
judgment  in  order  to meet  the  requirements  of  Regulation  S-X of the
Securities  Act  or  other  federal  laws  applicable  to  the  Company  in
connection with the Registration  Statement  contemplated by Section 2.2 of
this Agreement,  covering any time period required by such securities laws,
prepared in accordance  with United States  Generally  Accepted  Accounting
Principles  consistently applied and, if required,  audited by a nationally
recognized  independent accounting firm selected by the Company, which firm
has executed an  unqualified  opinion  related to, and has consented to the
inclusion of, such financial statements in such Registration Statement. The
Company  shall  bear  the  cost of  preparation  of the  Audited  Financial
Statements;  provided,  that in the event such costs  exceed  $85,000,  the
Holders  shall be liable for such excess,  in  proportion to their pro rata
ownership of Registrable Securities.

     "CB" shall have the meaning set forth in the recitals hereto.

     "COMMON STOCK" shall mean the common stock, par value $.001 per share,
of the Company.

     "COMPETITOR"  shall mean any Person directly or indirectly  engaged in
the retail sale of video and/or  computer games over the Internet and/or by
catalogue, and/or the writing,  distribution and/or publication of computer
or video game news, reviews, previews and tips, whether in print or online.

     "CONFIDENTIAL INFORMATION" shall have the meaning set forth in Section
3.

     "DELAY PERIOD" shall have the meaning set forth in Section 2.4.

     "EFFECTIVE DATE" shall have the meaning set forth in Section 2.2.

     "EXCHANGE  ACT" shall mean the  Securities  Exchange  Act of 1934,  as
amended,  or any similar federal statute,  and the rules and regulations of
the Commission thereunder,  all as the same shall be in effect at the time.
References to a particular section of the Securities  Exchange Act of 1934,
as amended, shall include a reference to the comparable section, if any, of
any such similar federal statute.

     "FAMILY  MEMBER"  shall mean a Holder's  spouse,  natural and adoptive
children,  siblings,  parents and  grandparents;  provided that none of the
foregoing is a Competitor of the Company.

     "HOLDER"  means  any  Person  listed on  Exhibit A hereto  who owns of
record Registrable  Securities and who has executed a counterpart signature
page to this Agreement, or any assignee of record of Registrable Securities
held by such Person in accordance with Section 4.3 hereof.

     "MERGER  AGREEMENT"  shall have the meaning set forth in the  recitals
hereto.

     "PERSON" shall mean any  individual,  corporation,  limited  liability
company,  partnership,  trust  or  association,  or  any  other  entity  or
organization, including any government entity.

     "REGISTER,"  "REGISTERED," and "REGISTRATION"  refer to a registration
effected by preparing  and filing a  registration  statement in  compliance
with the Securities Act, and the  declaration or ordering of  effectiveness
of such registration statement or document by the Commission.

     "REGISTRABLE  SECURITIES"  means (i) shares of Common  Stock issued to
the Holders  pursuant to the Merger  Agreement;  and (ii) any Common  Stock
issued as a dividend or other  distribution with respect to, or in exchange
for  or in  replacement  of,  such  above-described  securities.  As to any
particular  Registrable  Securities,  such  securities  shall  cease  to be
Registrable  Securities  when (a) a Registration  Statement with respect to
the  sale  of  such  securities  shall  have  become  effective  under  the
Securities Act, (b) they may be sold by the Holder thereof pursuant to Rule
144 or any  successor  rule under the  Securities  Act, (c) they shall have
been otherwise transferred,  new certificates for them not bearing a legend
restricting  further  transfer  under the  Securities  Act shall  have been
delivered by the Company and subsequent  public  distribution of them shall
not  require  registration  of them under the  Securities  Act, or (d) they
shall have ceased to be outstanding.

     "REGISTRATION   STATEMENT"  means  a  registration  statement  of  the
Company,  filed with the Commission on an appropriate  form,  including any
registration  statement filed pursuant to the provisions of this Agreement,
including the prospectus  included therein,  all amendments and supplements
thereto (including post-effective amendments) and all exhibits and material
incorporated by reference therein.

     "SEC" or "COMMISSION" means the Securities and Exchange Commission.

     "SECURITIES ACT" means the Securities Act of 1933, as amended,  or any
similar  federal  statute,  and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. References to a
particular section of the Securities Act of 1933, as amended, shall include
a reference to the comparable  section, if any, of any such similar federal
statute.

     "SP" shall have the meaning set forth in the recitals hereto.

     "TARGETS" shall have the meaning set forth in the recitals hereto.

     "TRANSFER" shall have the meaning set forth in Section 2.1.

2.   REGISTRATION; RESTRICTIONS ON TRANSFER.

     2.1  RESTRICTIONS ON TRANSFER.  (a) Each Holder agrees not to make any
sale,  offer  for  sale,  pledge  or  other  disposition  (collectively,  a
"Transfer")  of all or any  portion of  Registrable  Securities  unless and
until:

               (i) Subject to the terms of any notice delivered pursuant to
Section 2.3(g), there is then in effect a Registration  Statement under the
Securities Act covering such proposed Transfer and such Transfer is made in
accordance with such Registration Statement; or

               (ii) (A) The transferee has agreed in a letter  addressed to
the  Company  to be bound by this  Agreement,  (B) such  Holder  shall have
notified the Company, in advance of the proposed Transfer,  of the name and
address of the proposed  transferee  and shall have  furnished  the Company
with a detailed  statement of the  circumstances  surrounding such proposed
Transfer, (C) the transferee is not a Competitor of the Company, and (D) if
requested by the Company, such Holder shall have furnished the Company with
an opinion of counsel,  reasonably  satisfactory to the Company,  that such
Transfer will not require  registration of such shares under the Securities
Act.

               (iii)  Notwithstanding  the provisions of paragraphs (i) and
(ii) above, no such  Registration  Statement or opinion of counsel shall be
necessary  for a Transfer by a Holder to such  Holder's  Family  Members or
trusts for the  benefit of an  individual  Holder or such  Holder's  Family
Members,  provided,  however,  that such  Holder  shall have  notified  the
Company in advance of the  proposed  Transfer,  the name and address of the
proposed  transferee,  and such transferee  agrees in a letter addressed to
the Company to be bound by all of the  provisions of this  Agreement to the
same extent as if such transferee were an original Holder hereunder.

               (iv)  In the  case of any  Transfer,  the  transferee  shall
deliver evidence reasonably satisfactory to the Company that such Holder is
an "accredited investor" within the meaning of that term as defined in Rule
501 promulgated under the Securities Act.

          (b) Each certificate representing Registrable Securities shall be
stamped or otherwise imprinted with the following legends:

               (I)  "THESE  SECURITIES HAVE NOT BEEN  REGISTERED  UNDER THE
                    SECURITIES  ACT OF 1933,  AS  AMENDED.  THEY MAY NOT BE
                    SOLD,  OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
                    ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT AS TO
                    THE SECURITIES  UNDER SAID ACT OR AN OPINION OF COUNSEL
                    SATISFACTORY  TO THE COMPANY THAT SUCH  REGISTRATION IS
                    NOT REQUIRED."

               (II) ANY LEGEND  REQUIRED  BY  APPLICABLE  STATE  SECURITIES
                    LAWS.

          (c) The Company shall promptly reissue  certificates  without the
legend specified in Section  2.1(b)(i) at the request of any Holder who has
obtained  an  opinion  of  counsel  (which  counsel  may be  counsel to the
Company,  but the Company shall not be required to have its counsel deliver
such opinion) or other evidence in each case  reasonably  acceptable to the
Company  to the  effect  that the  Registrable  Securities  proposed  to be
disposed  of  may   lawfully  be  so  disposed  of  without   registration,
qualification or legend.

          (d) Any legend endorsed on a certificate representing Registrable
Securities   pursuant  to  applicable   state   securities   laws  and  the
stop-transfer  instructions  with  respect to such  Registrable  Securities
shall be removed upon receipt by the Company of an order of the appropriate
blue sky authority authorizing such removal.

     2.2 DEMAND REGISTRATION. (a) Subject to clause (b) below, upon receipt
of written notice from the Holders of a majority in interest of Registrable
Securities,  the Company  agrees to use its  commercially  reasonable  best
efforts to file with the SEC as soon as commercially  practicable following
April 20, 2000,  a  Registration  Statement  on Form S-1,  Form S-3 (if the
Company is then  eligible),  or such other similar form as may be permitted
under the Securities  Act,  covering the number of  Registrable  Securities
equal to the  quotient  obtained  by  dividing  $5,000,000  by the  average
closing  price of the  Company's  Common  Stock as  reported  on the Nasdaq
National Market on the five trading days immediately  prior to such filing;
provided that in the event Audited  Financial  Statements are necessary for
such filing, such Audited Financial Statements shall have been delivered to
the Company prior to the time that any filing  pursuant to this Section 2.2
shall be  effected.  The  Company  may at any time  amend the  Registration
Statement to amend the form on which such  Registration  Statement has been
filed,  so long as permitted by  applicable  federal law. The Company shall
use its  commercially  reasonable  best  efforts to cause the  Registration
Statement  to be  declared  effective  pursuant  to the  Securities  Act as
promptly  as  practicable  following  the filing  thereof  (the  "Effective
Date").

          (b)  Notwithstanding  any provision to the contrary  contained in
this  Agreement,  the Company  shall have the right to include all Holders'
shares  required to be registered  pursuant to Section 2.2(a) hereof,  in a
Registration  Statement  filed for the  benefit of any  stockholder  of the
Company or for the Company's own account,  which  inclusion shall terminate
the  Company's  obligations  to effect  the  Registration  contemplated  by
Section 2.2(a).

     2.3  GENERAL  PROVISIONS  APPLICABLE  TO DEMAND  REGISTRATION.  (a) No
Holder may  include any of its  Registrable  Securities  in a  Registration
Statement pursuant to this Agreement unless and until such Holder furnishes
to the Company in writing, as soon as practicable after the date hereof but
in no event later than  fifteen  (15)  business  days prior to an Effective
Date,  the  information  specified  in Item  507 or 508 of  Regulation  S-K
promulgated  under the Securities  Act, as  applicable,  and any additional
information  required by the Securities Act for use in connection with such
Registration  Statement or prospectus or  preliminary  prospectus  included
therein.  Each selling Holder agrees to promptly  furnish such  information
and any  additional  information  required to be disclosed in order to make
the  information  previously  furnished  to the  Company by such Holder not
materially misleading.

          (b) The Company shall not be required to effect a registration as
set  forth in  Section  2.2 in any  particular  jurisdiction  in which  the
Company  would  be  required  to  qualify  to  do  business  as  a  foreign
corporation  or to pay taxes wherein it would not but for the  requirements
of this  Agreement be obligated to be so qualified or to consent to general
service of process or pay taxes in any such state or jurisdiction effecting
such registration, qualification or compliance.

          (c) The  Company  shall  not have any  further  obligation  under
Section 2.2 if a  Registration  Statement has been declared  effective with
respect to the obligation specified under such Section.

          (d) Each Holder shall, upon five (5) business days' notice to the
Company (or such shorter period acceptable to the Company),  have the right
to withdraw from a Registration  Statement,  provided that such  withdrawal
occurs prior to the Effective Date of such Registration  Statement.  In the
event that a Holder withdraws from a Registration Statement,  the Company's
obligation  pursuant to Section 2.2 shall be deemed to have been  satisfied
with respect to such Holder.

          (e) In the  event  of any  sale  or  disposition  of  Registrable
Securities pursuant to a Registration Statement referred to in Section 2.2,
each Holder that has sold or disposed of Registrable  Securities thereunder
will  promptly  notify the Company in writing of the amount of  Registrable
Securities sold or disposed of by such Holder.

          (f)  The  Company  may  elect  to  include  in  any  Registration
Statement  made pursuant to Section  2.2(a),  shares of Common Stock of the
Company for its own account and any other  shares of Common Stock which are
requested  to be included in such  Registration  Statement  pursuant to the
exercise of piggyback registration rights granted by the Company;  provided
that the inclusion of such additional  shares shall not cause any reduction
in the number of Registrable Securities in such registration.

          (g)  The  Company  shall  only  be  required  to,   maintain  the
effectiveness of any Registration  Statement for one business day and after
such time, the Company may, in its sole discretion,  upon written notice to
the Holders, (i) cause such Registration Statement to cease being effective
and/or  (ii)  require  that  such  Holders  immediately,  or upon  any date
specified  in such  notice  (provided  that  such  date  is not  the  first
effective date of such Registration  Statement),  cease any Transfer of the
Restricted Securities,  other than pursuant to Section 2.1(ii). Such notice
may be delivered prior to the effectiveness of the Registration Statement.

     2.4 DELAY,  POSTPONEMENT AND SUSPENSION OF SALE.  Notwithstanding  the
provisions  of Section 2.2 hereof,  the Company shall have the right on one
or more  occasions to delay the filing or  effectiveness  of a Registration
Statement,  or, if a Registration  Statement has become effective,  suspend
the  distribution  or  disposition of the Holders'  Registrable  Securities
pursuant  to such  Registration  Statement,  for  the  period  (the  "Delay
Period")  specified  below in the event that either (i) the Company files a
Registration  Statement  covering  shares  of  Common  Stock  or any  other
security of the Company to be issued by the Company or for resale,  or (ii)
the Company  determines in its  reasonable  judgment that (a) the filing or
declaration of effectiveness of a Registration Statement at such time would
require the Company to disclose in such  Registration  Statement a proposed
or consummated financing, reorganization or recapitalization, or pending or
consummated negotiations relating to a merger,  consolidation,  acquisition
or similar  transaction  or other  business  transaction,  venture or other
material business arrangement or other material event,  disclosure of which
could  otherwise  adversely  affect the  Company;  or (b) pro forma  and/or
historical  financial statements meeting the requirements of the Securities
Act as a result of any  transaction  described in clause  (ii)(a) above are
not  available  at such time.  In the case of clause  (i) above,  the Delay
Period shall begin on the second (2nd) business day following the date of a
written  notice  given by the  Company  to the  Holders  of the filing of a
Registration  Statement in connection with such offering,  and shall end on
the closing date of such offering,  subject to any lock-up period described
in Section 2.11.  In the case of clause (ii) above,  the Delay Period shall
begin on the date of the first  Holder's  receipt  of a written  notice (as
determined  pursuant  to Section  4.7  hereof)  given by the Company to the
Holders and shall end no later than ninety (90) days  thereafter;  provided
that the Company  shall not  exercise  this right more than one time in any
six (6) month  period.  Any notice by the Company  pursuant to this Section
2.4 shall be given in the manner set forth in Section 4.7. If the filing or
effectiveness  of the  Registration  Statement  is  delayed or the right of
Holders to distribute or dispose of Registrable  Securities pursuant to the
Registration  Statement  is  suspended  by the Company as set forth in this
Section 2.4, the Company shall use its commercially reasonable best efforts
to file and cause to be  declared  effective,  or  reinstate  the  Holders'
ability to distribute or dispose of Registrable Securities pursuant to, the
Registration  Statement as soon as practicable  following the expiration of
any Delay  Period (in the case of clause (i) above,  subject to any lock-up
period  described  in Section  2.11);  provided  that  necessary  financial
statements are available for filing.  The Company shall not be deemed to be
in breach of its obligations  pursuant to Section 2.2 or otherwise pursuant
to this  Agreement due to the  commencement  or  continuation  of any Delay
Period as set forth in this Section 2.4.

     2.5 NO  PIGGYBACK  REGISTRATIONS.  No Holder  shall  have the right to
include any Registrable  Securities in any Registration  Statement filed or
proposed to be filed by the Company, other than in a Registration Statement
contemplated by Section 2.2(a).

     2.6 REGISTRATION  EXPENSES. (a) All expenses incident to the Company's
performance  of or  compliance  with this  Agreement  shall be borne by the
Company,  regardless of whether a Registration Statement becomes effective,
including without limitation:

               (i) all registration and filing fees and expenses;

               (ii) fees and expenses  relating to compliance  with federal
securities and state "blue sky" securities laws;

               (iii) expenses of printing (including printing  certificates
for the Registrable  Securities and  prospectuses),  messenger and delivery
services and telephone charges;

               (iv) fees and  disbursements  of counsel for the Company and
fees and  disbursements  of up to  $5,000  for one  counsel  for all of the
Holders of the Registrable  Securities selling such securities  pursuant to
any one Registration Statement;

               (v) all  application  and  filing  fees in  connection  with
listing the  Registrable  Securities on a national  securities  exchange or
automated quotation system pursuant to the requirements hereof;

               (vi) all fees and  disbursements  of  independent  certified
public  accountants  of the Company  (including the expenses of any special
audit required by or incident to such performance); and

               (vii) such other reasonable and customary expenses as may be
at such time (A) associated with  registered  offerings and (B) customarily
borne by the issuer,  which reasonable and customary  expenses shall not be
deemed to  include  any  underwriter  or agent  discounts,  commissions  or
applicable   transfer  taxes   attributable  to  the  sale  of  Registrable
Securities.

     The  Company  shall,  in  any  event,   bear  its  internal   expenses
(including,  without limitation,  all salaries and expenses of its officers
and employees  performing legal or accounting  duties),  the expense of any
annual audit,  and the fees and expenses of any Person,  including  special
experts,  retained by the Company.  Notwithstanding  the provisions of this
Section  2.6,  each Holder  shall pay  registration  expenses if and to the
extent required by applicable law.

     2.7  OBLIGATIONS  OF THE  COMPANY.  Whenever  required  to effect  the
registration of any Registrable Securities pursuant to this Agreement,  the
Company shall, as expeditiously as reasonably possible:

          (a) Subject to the right to  institute  any Delay  Period and the
other terms and provisions set forth in Section 2.4, upon the occurrence of
any event that  would  cause a  Registration  Statement  or any  prospectus
contained  therein  (i) to contain a material  misstatement  or omission or
(ii) not to be effective  and usable for resale of  Registrable  Securities
(other than  pursuant to Section 2.4),  the Company shall  promptly file an
appropriate  amendment to such Registration  Statement,  (A) in the case of
clause (i),  correcting any such  misstatement or omission,  and (B) in the
case of clauses (i) and (ii), using its commercially  reasonable efforts to
cause  such  amendment  to be  declared  effective  and  such  Registration
Statement and the related  prospectus  to become usable for their  intended
purpose(s) as soon as commercially practicable thereafter;

          (b)   Prepare  and  file  with  the  SEC  such   amendments   and
post-effective  amendments to a Registration  Statement as may be necessary
to declare such  Registration  Statement  effective;  cause any  prospectus
included as a part of a Registration  Statement to be  supplemented  by any
required  prospectus  supplement,  and  as so  supplemented,  to  be  filed
pursuant  to Rule 424,  and to comply  fully with Rules 424 and 430A of the
Securities  Act, as applicable,  in a timely manner;  and otherwise  comply
with the provisions of the  Securities Act with respect to the  disposition
of all securities covered by a Registration Statement during the applicable
period in accordance with the intended method or methods of distribution by
the  sellers  thereof  as set  forth  in  such  Registration  Statement  or
supplement to the prospectus;

          (c)  Furnish  to counsel  for the  selling  Holders  named in any
Registration Statement or prospectus, before filing with the SEC, copies of
any  Registration  Statement  or any  prospectus  included  therein  or any
amendments or supplements to any such Registration Statement or prospectus,
which  documents  will be subject to the review and  comment of counsel for
such Holders for a period of time as is  reasonably  appropriate  under the
circumstances,  determined in the sole  discretion of the Company (it being
acknowledged  that such period shall be at least three (3) business days in
the case of an initial draft of the Registration Statement and such shorter
time as may be  appropriate  in the case of any  supplements  or amendments
thereto),  and the Company  agrees to reasonably  consider such comments in
preparing  the filing of any such  Registration  Statement or prospectus or
any  amendment  or  supplement  to  any  such  Registration   Statement  or
prospectus (including all such documents incorporated by reference);

          (d) Furnish  (without charge) to counsel for the selling Holders,
one copy of the  Registration  Statement,  each  amendment  and  supplement
thereto (in each case  including  all  exhibits) and furnish to the Holders
such  number of  copies of the  prospectus  included  in such  Registration
Statement,  including each preliminary  prospectus,  in conformity with the
requirements  of the Securities  Act, and such other  documents as they may
reasonably  request in order to facilitate  the  disposition of Registrable
Securities owned by them;

          (e) Use reasonable  commercial efforts to register or qualify the
Registrable  Securities  covered  by a  Registration  Statement  under such
securities  or blue sky laws of such States of the United States of America
where any exemption is not  available as shall be  reasonably  requested by
the Holders,  provided that the Company shall not be required in connection
therewith or as a condition  thereto to qualify generally to do business as
a foreign corporation,  to pay taxes in any jurisdiction where it would not
but for the requirements of this Agreement be obligated to be so qualified,
to consent to general  service of process or to pay taxes in any such state
or jurisdiction;

          (f) Promptly notify counsel for the Holders  selling  Registrable
Securities covered by a Registration  Statement:  (i) when the Registration
Statement,  any pre-effective  amendment,  the prospectus or any prospectus
supplement related thereto or post-effective  amendment to the Registration
Statement has been filed and, with respect to the Registration Statement or
any post-effective  amendment,  when the same has become effective; (ii) of
any request by the SEC or state  securities  authority  for  amendments  or
supplements to the Registration Statement or the prospectus related thereto
or for additional information; (iii) of the issuance by the SEC of any stop
order suspending the  effectiveness  of the  Registration  Statement or the
initiation of any proceedings for such purpose;  (iv) of the receipt by the
Company  of  any  notification  with  respect  to  the  suspension  of  the
qualification  of any Registrable  Securities for sale under the securities
or blue sky laws of any  jurisdiction  or the  initiation of any proceeding
for such  purpose;  and (v) at any time when a  prospectus  relating to the
Registration  Statement  is required to be delivered  under the  Securities
Act, upon discovering  that, or upon the happening of any event as a result
of which, the prospectus included in such Registration  Statement,  as then
in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or necessary to make
the statements  therein not misleading,  in the light of the  circumstances
under which they were made, and in the case of this clause (v), the Company
will,  subject to the other terms of this Agreement,  promptly  prepare and
furnish to the Holders  participating  in the  offering of the  Registrable
Securities,  a  reasonable  number  of  copies  of a  supplement  to  or an
amendment of such  prospectus  as may be necessary so that,  as  thereafter
delivered to the purchasers of such  securities,  such prospectus shall not
include an untrue  statement of a material fact or omit to state a material
fact  required to be stated  therein or  necessary  to make the  statements
therein not misleading in the light of the  circumstances  under which they
were made;

          (g) Comply with all applicable  rules and regulations of the SEC,
and  make  generally  available  to the  Holders,  as  soon  as  reasonably
practicable  after the effective date of a  Registration  Statement (and in
any event within  sixteen (16) months  thereafter),  an earnings  statement
(which need not be  audited)  covering  the period of at least  twelve (12)
consecutive  months  beginning  with the first day of the  Company's  first
calendar quarter after the effective date of such  Registration  Statement,
which earnings  statement  shall satisfy the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder;

          (h) Cause all  Registrable  Securities  covered by a Registration
Statement  to be listed on the Nasdaq  National  Market or other  principal
securities  exchange on which similar  securities issued by the Company are
then  listed,  if the  listing  of  such  Registrable  Securities  is  then
permitted under the rules of such exchange;

          (i)  Provide  and cause to be  maintained  a  transfer  agent and
registrar for all such  Registrable  Securities  covered by a  Registration
Statement not later than the effective date of such Registration Statement;
and

          (j) Cooperate with the selling Holders of Registrable  Securities
to  facilitate  the timely  preparation  and delivery of  certificates  not
bearing any restrictive legends representing the Registrable  Securities to
be sold,  and  cause  such  Registrable  Securities  to be  issued  in such
denominations   and  registered  in  such  names  in  accordance  with  the
instructions of the selling Holders of Registrable Securities.

     Each Holder agrees that if a  Registration  Statement  shall have been
declared  effective,  upon the giving of any notice from the Company of the
happening of any event of the kind described in Section  2.7(f)(v),  or the
giving of notice  by the  Company  of the  invocation  of any Delay  Period
pursuant  to Section  2.4,  such  Holder  will  discontinue  such  Holder's
disposition  of  Registrable   Securities  pursuant  to  such  Registration
Statement  covering such  Registrable  Securities  until (A) in the case of
Section 2.7(f)(v),  such Holder's receipt of the copies of the supplemented
or amended  prospectus  contemplated by such Section and, if so directed by
the  Company,  such  Holder will  deliver to the Company (at the  Company's
expense)  all  copies,  other  than  permanent  file  copies,  then in such
Holder's possession, of the prospectus covering such Registrable Securities
that was being  utilized at the time of receipt of such notice,  and (B) in
the case of any Delay Period  pursuant to Section 2.4,  the  expiration  of
such period or as otherwise provided in Section 2.4.

     2.8  TERMINATION  OF  REGISTRATION  RIGHTS.  All  registration  rights
granted to a Holder  pursuant to Section 2.2 shall  terminate  and be of no
further  force  and  effect  upon the  earlier  of:  (i)  such  time as the
securities  of  the  Company  held  by a  Holder  cease  to be  Registrable
Securities,  as  defined  herein,  and (ii) such  time as the  Registration
Statement described in Section 2.2(a) has been declared effective.

     2.9 DELAY OF REGISTRATION. No Holder shall have any right to obtain or
seek an injunction  restraining or otherwise  delaying any  registration as
the  result of any  controversy  that  might  arise  with  respect  to this
Agreement.

     2.10  INDEMNIFICATION.  In the event any  Registrable  Securities  are
included in a Registration Statement pursuant to Section 2.2:

          (a)  Indemnification  by the Company.  To the extent permitted by
law,  the  Company  will  indemnify  and hold  harmless  each  Holder,  the
partners,  officers and directors of each Holder,  if any, who control such
Holder  within  the  meaning of the  Securities  Act or the  Exchange  Act,
against  any and all  losses,  claims,  damages,  liabilities  or  expenses
whatsoever as incurred (including but not limited to reasonable  attorneys'
fees  and  any  and  all  reasonable   expenses   whatsoever   incurred  in
investigating,  preparing or defending against any litigation, commenced or
threatened,  or any  claim  whatsoever,  and any and  all  amounts  paid in
settlement of any claim or litigation), joint or several, to which they may
become subject under the Securities  Act, the Exchange Act or other federal
or state law,  insofar as such  losses,  claims,  damages,  liabilities  or
expenses  (or actions in respect  thereof),  arise out of or are based upon
any  untrue  statement  or alleged  untrue  statement  of a  material  fact
contained  in such  Registration  Statement or final  prospectus  contained
therein or any  amendments or supplements  thereto,  or arise out of or are
based upon the  omission or alleged  omission  to state  therein a material
fact  required to be stated  therein or  necessary  to make the  statements
therein not misleading;  provided,  however,  that the Company shall not be
liable in any case to the extent that any loss, claim, damage, liability or
expense (or action or  proceeding in respect  thereof)  arises out of or is
based  upon any such  untrue  statement  or  alleged  untrue  statement  or
omission  or  alleged  omission  made  therein  in  reliance  upon  and  in
conformity  with  written  information   furnished  expressly  for  use  in
connection  with  such  registration  by  such  Holder,  partner,  officer,
director, or controlling person of such Holder, and provided, further, that
the  Company  shall not be liable to any  Person  who  participates  in the
offering or sale of Registrable Securities or any other Person, if any, who
controls  such Person,  in any such case if any such loss,  claim,  damage,
liability or expense (or action or  proceeding in respect  thereof)  arises
out of such Person's or such  Person's  underwriter  or agent's  failure to
send or give a copy of the final  prospectus  or  amendment  or  supplement
thereto,  as the same may be then  supplemented  or amended,  to the Person
asserting an untrue  statement or alleged  untrue  statement or omission or
alleged  omission  at or prior to the written  confirmation  of the sale of
Registrable  Securities  to such Person if such  statement  or omission was
corrected in such final prospectus.

          (b)  Indemnification  by the Holders.  To the extent permitted by
law, each Holder will, if  Registrable  Securities  held by such Holder are
included in such  Registration  Statement,  indemnify and hold harmless the
Company, each of its directors,  its officers, and each Person, if any, who
controls  the Company  within the meaning of the  Securities  Act,  and any
other Holder selling securities under such Registration Statement or any of
such other Holder's  partners,  directors or officers,  if any, who control
such Holder, against any losses, claims,  damages,  liabilities or expenses
(including  but not  limited to  attorneys'  fees and any and all  expenses
whatsoever  incurred in  investigating,  preparing or defending against any
litigation,  commenced or threatened, or any claim whatsoever,  and any and
all amounts paid in settlement of any claim or litigation),  severally,  to
which the Company or any such director,  officer,  controlling  Person,  or
other such Holder,  partner,  director,  or officer, if any, or controlling
such other Holder may become subject under the Securities Act, the Exchange
Act or other federal or state law, insofar as such losses, claims, damages,
liabilities  or expenses  (or actions or  proceedings  in respect  thereof)
arise out of or are based  upon any  untrue  statement  or  alleged  untrue
statement of a material fact  contained in the  Registration  Statement for
registration of the Registrable  Securities,  or final prospectus contained
therein or any  amendments or supplements  thereto,  or arise out of or are
based upon the  omission or alleged  omission  to state  therein a material
fact  required to be stated  therein or  necessary  to make the  statements
therein not misleading, in each case to the extent (and only to the extent)
that such losses, claims,  damages,  liabilities or expenses (or actions or
proceedings  in  respect  thereof)  arise out of or are based upon any such
untrue  statement  or  alleged  untrue  statement  or  omission  or alleged
omission  made  therein in reliance  upon and in  conformity  with  written
information  furnished to the Company by such Holder  expressly  for use in
connection with such registration.

          (c)  Notices  of  Claims,  etc.  Promptly  after  receipt  by  an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subdivisions of this Section
2.10, such  indemnified  party will, if a claim in respect thereof is to be
made against an  indemnifying  party,  give written notice to the latter of
the commencement of such action; provided, however, that the failure of any
indemnified  party to give notice as provided  herein shall not relieve the
indemnifying  party of its obligations under the preceding  subdivisions of
this  Section  2.10,  except to the extent that the  indemnifying  party is
prejudiced  by such  failure  to give  notice.  In case any such  action is
brought against an indemnified party, and it notifies an indemnifying party
of the commencement  thereof,  the  indemnifying  party will be entitled to
participate  therein,  and,  to the extent it may elect by  written  notice
delivered to the  indemnified  party promptly after receiving the aforesaid
notice  from  such  indemnified  party,  to  assume  the  defense  thereof.
Notwithstanding  the foregoing,  the indemnified party shall have the right
to employ its own  counsel in any such case,  but the fees and  expenses of
such counsel shall be at the expense of such  indemnified  party unless (i)
the employment of such counsel shall have been authorized in writing by the
indemnifying party in connection with the defense of such action,  (ii) the
indemnifying  party shall not have  employed  counsel to have charge of the
defense  of  such  action   within  a  reasonable   time  after  notice  of
commencement  of the  action,  or (iii) such  indemnified  party shall have
reasonably  concluded that there may be defenses  available to it which are
different from or additional to those available to the  indemnifying  party
(in which case the  indemnifying  party  shall not have the right to direct
the defense of such action on behalf of the indemnified  party),  in any of
which  events  such fees and  expenses  shall be borne by the  indemnifying
party.  In no event  shall the  indemnifying  party be liable  for fees and
expenses  of more than one  counsel  (in  addition  to any  local  counsel)
separate  from its own counsel for all  indemnified  parties in  connection
with any one action or separate but similar or related  actions in the same
jurisdiction  arising out of the same general allegations or circumstances,
and which  counsel  shall be  approved  by the  indemnifying  party,  whose
approval shall not be unreasonably withheld. No indemnifying party shall be
liable for any settlement of any action or proceeding  effected without its
written  consent,  which consent  shall not be  unreasonably  withheld.  No
indemnifying  party shall,  without the consent of the  indemnified  party,
consent to entry of any  judgment or enter into any  settlement  which does
not include as an unconditional  term thereof the giving by the claimant or
plaintiff  to such  indemnified  party of a release  from all  liability in
respect of such claim or litigation.

          (d)  Contribution.  If the  indemnification  provided for in this
Section  2.10  is  held  by  a  court  of  competent   jurisdiction  to  be
unenforceable by an indemnified  party with respect to any losses,  claims,
damages,  liabilities or expenses  (including but not limited to attorneys'
fees  and  any and  all  expenses  whatsoever  incurred  in  investigating,
preparing or defending against any litigation,  commenced or threatened, or
any claim  whatsoever,  and any and all amounts paid in  settlement  of any
claim or litigation),  joint or several, of the nature contemplated by such
indemnification  provision, the indemnifying party, in lieu of indemnifying
such  indemnified  party  thereunder,  shall  to the  extent  permitted  by
applicable law contribute to the amount paid or payable by such indemnified
party as a result of such loss,  claim,  damage,  liability  or expense (or
action  or  proceeding  in  respect  thereof)  in  such  proportion  as  is
appropriate to reflect the relative fault of the indemnifying  party on the
one hand and of the  indemnified  party on the other in connection with the
statements or omissions  which  resulted in such losses,  claims,  damages,
liabilities or expenses (or actions or proceedings in respect thereof),  as
well as any other relevant equitable considerations.  The relative fault of
the indemnifying  party and of the indemnified party shall be determined by
a court of law by reference to, among other  things,  whether the untrue or
alleged  untrue  statement  of a material  fact or the  omission to state a
material fact relates to information  supplied by the indemnifying party or
by the  indemnified  party and the  parties'  relative  intent,  knowledge,
access to information  and opportunity to correct or prevent such statement
or omission. No Person guilty of fraudulent  misrepresentation  (within the
meaning of  Section  11(f) of the  Securities  Act)  shall be  entitled  to
contribution  from  any  Person  who was  not  guilty  of  such  fraudulent
misrepresentation.  In addition, no Person shall be obligated to contribute
hereunder any amounts in payment for any  settlement of any action or claim
effected  without  such  Person's  consent,  which  consent  shall  not  be
unreasonably withheld.

          (e) Survival of  Indemnification.  The obligations of the Company
and the Holders  under this Section 2.10 shall  survive  completion  of any
offering of Registrable  Securities in a Registration Statement pursuant to
Section 2.2.

     2.11 "MARKET  STAND-OFF"  AGREEMENT.  In the case of any  underwritten
public  offering  by the  Company of shares of Common  Stock or  securities
convertible  into or  exercisable  for Common  Stock,  whether  for its own
account or for the account of any  stockholder of the Company,  each Holder
agrees  that,  during a period of seven (7) days prior to and  ninety  (90)
days  following the effective  date of a  Registration  Statement  filed in
connection  with such  offering,  such Holder  will not,  without the prior
written  consent of the Company,  directly or  indirectly,  offer,  pledge,
sell,  contract to sell, sell any option or contract to purchase,  purchase
any option or contract to sell, grant any option,  right or warrant for the
sale of, or otherwise  dispose of or transfer any shares of Common Stock or
any securities  convertible  into or exchangeable or exercisable for Common
Stock,  whether  now owned or  hereafter  acquired  by such  Holder or with
respect  to which  such  Holder  has or  hereafter  acquires  the  power of
disposition,  or  enter  into  any  swap  or  any  other  agreement  or any
transaction  that transfers,  in whole or in part,  directly or indirectly,
the economic consequence of ownership of the Common Stock, whether any such
swap or  transaction  is to be settled by delivery of Common Stock or other
securities, in cash or otherwise;  provided that all the Company's officers
and  directors  shall  have  entered  into  similar  arrangements  with the
Company.  The Company shall give notice of such  restriction  in the manner
set forth in  Section  4.7,  provided  that such  notice  may  include  the
Company's  best  estimates  of the "market  stand-off"  period and such may
change due to the timing of such  offering  and market  conditions  and the
Company  may  reasonably   deliver   additional  notices  for  new  "market
stand-off"  periods as it deems appropriate under the  circumstances.  Upon
the request of the  underwriters  for any  underwritten  public offering of
Common Stock of the Company referred to above, each Holder hereby agrees to
deliver a "lock-up" or "market  stand-off"  agreement signed by such Holder
which is equivalent in substance to the agreement set forth in this Section
2.11 addressed to such underwriter. Any such underwriter shall expressly be
deemed to be a third party beneficiary of this Section 2.11.

     The  obligations  described  in this Section 2.11 shall not apply to a
registration  relating  solely to employee  benefit  plans or similar forms
that may be promulgated in the future, or a registration relating solely to
a Rule 145 transaction (including the registration for resale of securities
issued in a Rule 145  transaction)  on Form S-4 under the Securities Act or
similar  forms that may be  promulgated  in the future,  unless in any such
case  such  registration  is in  connection  with  an  underwritten  public
offering. The Company may impose stop-transfer instructions with respect to
the shares of Common Stock (or other  securities)  subject to the foregoing
restriction until the end of such restrictive period.

     2.12  RULE  144  REPORTING.  With a view to  making  available  to the
Holders the benefits of certain rules and  regulations of the SEC which may
permit  the  sale  of the  Registrable  Securities  to the  public  without
registration,  the Company agrees to use its  commercially  reasonable best
efforts to:

          (a) Make and keep public  information  available,  as those terms
are understood and defined in SEC Rule 144 or any similar or analogous rule
promulgated under the Securities Act; and

          (b) File with the SEC, in a timely manner,  all reports and other
documents required of the Company under the Exchange Act.

3.   CONFIDENTIALITY.

          (a) Each Holder  agrees not to disclose to any third party or use
Confidential  Information (as  hereinafter  defined) of the Company for its
own use or for any purpose except to evaluate its current equity investment
in the  Company.  Each Holder shall  undertake  to treat such  Confidential
Information  in  a  manner   consistent  with  the  treatment  of  its  own
information of similar  proprietary nature and agrees that it shall protect
the  confidentiality  of Confidential  Information.  Each transferee of any
Holder who  receives  Confidential  Information  shall agree to be bound by
such provisions and the Company is not required to deliver any Confidential
Information to any person who does not agree to be so bound.

          (b)  "Confidential  Information"  means any notices  given by the
Company  pursuant to the terms of this Agreement and any other  information
disclosed by the Company either directly or indirectly in a writing stamped
"Confidential" or "Proprietary" or, if disclosed orally,  which is promptly
confirmed  in  writing  to  be   Confidential   Information.   Confidential
Information does not include information,  technical data or know-how which
(i) is generally known or publicly  available not as a result of any action
or  inaction   of  a  Holder;   (ii)  is   disclosed   to  a  Holder  on  a
non-confidential  basis by a third  party  having a legal right to disclose
such information; or (iii) is approved for release by written authorization
of the  Company.  The  provisions  of this  Section  shall not apply to the
extent  that a Holder is  required  to  disclose  Confidential  Information
pursuant to any law,  statute,  rule or  regulation or any legal process or
order of any court,  provided  that the Holder  shall notify the Company of
any such required  disclosure  as promptly as possible and shall  cooperate
with the  Company  in order to limit the scope of any order or  service  of
legal process requiring disclosure of such Confidential Information.

4.   GENERAL.

     4.1 GOVERNING LAW. This  Agreement  shall be governed by and construed
under the laws of the State of New York without  giving effect to conflicts
of  laws  principles.   Each  of  the  parties  to  this  Agreement  hereby
irrevocably  and  unconditionally  consents  to  submit  to  the  exclusive
jurisdiction  of the  courts of the State of New York and the courts of the
United States of America  located in the Southern  District of the State of
New York for any action,  claim or proceeding arising out of or relating to
this Agreement (and agrees not to commence any action,  claim or proceeding
relating hereto except in such courts),  and further agrees that service of
any process,  summons,  notice or document by U.S.  registered  mail to its
respective  address  shall be effective  service of process for any action,
claim or  proceeding  brought  against  it in any such  court.  Each of the
parties to this Agreement hereby irrevocably and unconditionally waives any
objection to the laying of venue of any action, claim or proceeding arising
out of this  Agreement in the courts of the State of New York or the courts
of the United States of America located in the State of New York and hereby
further irrevocably and  unconditionally  waives and agrees not to plead or
claim in any such court that any such action,  claim or proceeding  brought
in any such court has been brought in an  inconvenient  forum.  Each of the
parties hereto hereby irrevocably and  unconditionally  waives any right it
may  have  to  trial  by jury in  connection  with  any  action,  claim  or
proceeding arising out of or relating to this Agreement.

     4.2  SURVIVAL.  The  provisions  of Section  2.10 and Section 3 hereof
shall survive any termination of this Agreement

     4.3 SUCCESSORS  AND ASSIGNS.  Except as otherwise  expressly  provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors,  assigns, heirs, executors, and administrators of the
parties hereto and shall inure to the benefit of and be enforceable by each
Person who shall be a Holder from time to time in accordance with the terms
of this Agreement.

     4.4  SEVERABILITY.  In case any  provision of the  Agreement  shall be
invalid,   illegal,   or  unenforceable,   the  validity,   legality,   and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     4.5 AMENDMENT AND WAIVER.  (a) Except as otherwise  expressly provided
herein, this Agreement may be amended or modified and the observance of any
provision  hereof  may  be  waived  (either  generally  or in a  particular
instance  and  either  retroactively  or  prospectively)  upon the  written
consent of the  Company  and the Holders of at least a majority in interest
of  the  Registrable  Securities.  Any  amendment  or  waiver  effected  in
accordance  with this Section 4.5 shall be binding upon each Holder and the
Company.

          (b)  Except  as  otherwise   expressly   provided   herein,   the
obligations  of the  Company  and the  rights  of the  Holders  under  this
Agreement  may be  waived  only  with  the  written  consent  of at least a
majority in interest of the Registrable Securities.

          (c) This  Agreement may be amended only with the written  consent
of the Company to include any additional party as a "Holder."

     4.6 DELAYS OR  OMISSIONS.  It is agreed  that no delay or  omission to
exercise any right,  power or remedy accruing to any Holder or the Company,
upon any breach,  default or noncompliance of the Company or any Holder, as
the case may be, under this Agreement shall impair any such right, power or
remedy,  nor  shall  it be  construed  to be a waiver  of any such  breach,
default or noncompliance,  or any acquiescence  therein,  or of any similar
breach, default or noncompliance thereafter occurring. It is further agreed
that any waiver,  permit,  consent or approval of any kind or  character on
any  Holder's  part of any  breach,  default  or  noncompliance  under this
Agreement  or any  waiver  on  such  Holder's  part  of any  provisions  or
conditions of this Agreement must be in writing and shall be effective only
to the extent specifically set forth in such writing. All remedies,  either
under this  Agreement,  by law or otherwise  afforded to Holders,  shall be
cumulative and not alternative.

     4.7 NOTICES.  All notices required or permitted  hereunder shall be in
writing and shall be deemed  effectively  given: (i) upon personal delivery
to the party to be notified,  (ii) when sent by confirmed facsimile if sent
during  normal  business  hours  of the  sender;  if not,  then on the next
business  day,  (iii) five (5) days after having been sent by registered or
certified mail, return receipt requested,  postage prepaid, or (iv) one (1)
day after deposit with a recognized overnight courier,  specifying next day
delivery, with written verification of receipt. All communications shall be
sent to the party to be  notified  at the address as set forth on Exhibit A
hereto or at such other  address as such party may  designate in writing to
the other  party in  accordance  with this  Section  4.7 by ten (10)  days'
advance written notice to the other parties hereto. All communications made
to the Company shall be sent to  theglobe.com,  inc.,  120  Broadway,  22nd
floor, New York, N.Y., 10271, Attn. Richard Mass, Esq.

     4.8  ATTORNEYS'  FEES. In the event that any dispute among the parties
to this Agreement should result in litigation, the prevailing party in such
dispute shall be entitled to recover from the losing party all fees,  costs
and expenses of enforcing any right of such prevailing  party under or with
respect to this Agreement,  including without  limitation,  such reasonable
fees and  expenses of  attorneys  and  accountants,  which  shall  include,
without limitation, all fees, costs and expenses of appeals.

     4.9  HEADINGS.  The titles of the  sections  and  subsections  of this
Agreement  are  for  convenience  of  reference  only  and  are  not  to be
considered in construing the intent of this Agreement.

     4.10 ENTIRE AGREEMENT.  This Agreement constitutes the full and entire
understanding  and agreement between the parties with regard to the subject
matter hereof and  supersedes  all previous  negotiations,  agreements  and
arrangements made between the parties with respect to such subject matter.

     4.11  COUNTERPARTS.  This  Agreement  may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

     4.12  THIRD-PARTY  BENEFICIARIES.  This  Agreement  shall inure to the
benefit  of  and be  binding  upon  the  Company  and  each  of  the  other
signatories  hereto  and  their  respective  successors  and  assigns.  The
underwriter  for  an  underwritten  public  offering  of  the  Company,  as
described in Section  2.11,  shall be expressly  deemed to be a third-party
beneficiary of the provisions of such Section.  Other than as expressly set
forth in this  paragraph,  no other party will be  considered a third-party
beneficiary of any rights or benefits created under this Agreement.
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date set forth in the first paragraph hereof.

COMPANY:                                     HOLDER:

theglobe.com, inc.

By: /s/ Dean S. Daniels
   ----------------------------
   Name:  Dean S. Daniels
   Title: President & COO



                                              /s/ Yale Brozen
                                             ------------------------------
                                                      Yale Brozen


                                              /s/ Christina Brozen
                                             ------------------------------
                                                    Christina Brozen
<PAGE>
                                 EXHIBIT A

                            SCHEDULE OF HOLDERS

Name                       Address                            Telephone
----                       -------                            ---------

Yale Brozen                P.O. Box 171                       802-767-9010
                           Rochester, VT  05767

Christina Brozen           P.O. Box 171                       802-767-9010
                           Rochester, VT  05767