PREFERRED STOCK PURCHASE AGREEMENT


     THIS PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the
__ day of March, 2003, by and between theglobe.com, Inc., a Delaware corporation
(the  "Company"),  and  E&C  Capital Partners, LLLP, a Florida limited liability
limited  partnership  ("Investor").

     NOW,  THEREFORE,  for  good  and  valuable  consideration,  the receipt and
sufficiency  of  which  are  hereby  acknowledged,  and  in consideration of the
premises  and  the mutual agreements, representations and warranties, provisions
and  covenants  contained  herein,  the  parties hereto, intending to be legally
bound  hereby,  agree  as  follows:

     1.     Purchase  of  Shares,  Issuance  of Shares.  On the Closing Date (as
            -------------------------------------------
hereinafter  defined),  subject  to  the terms and conditions of this Agreement,
Investor  hereby  purchases  and the Company hereby sells and issues to Investor
(i) Three Hundred Thirty Three Thousand Three Hundred and Thirty Three (333,333)
shares  (the  "Shares")  of  a  newly  created class of Series F Preferred Stock
having  the rights, preferences and qualifications set forth on Exhibit A hereof
(the  "Series  F  Preferred  Stock")  and (ii) warrants to acquire Three Million
Three  Hundred  Thirty Three Thousand Three Hundred and Thirty Three (3,333,333)
shares  of the Company's common stock, $.001 par value (the "Common Stock") (the
"Warrants"), for an aggregate purchase price of $500,000 (the "Purchase Price").
The  Warrants shall be exercisable, subject to certain adjustments, at the price
of  Twelve  and One-half Cents ($.125) per share and shall be issued in the form
of  Exhibit  B  hereof.

2.     The Closing.  Subject to the conditions set forth below, the purchase and
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sale of the Shares and the Warrants shall take place at the offices of Proskauer
Rose  LLP,  2255 Glades Road, Boca Raton, Florida, 33414, on or before March 31,
2003,  or  at such other time and place as the Company and the Investor mutually
agree  upon in writing (which time and place are designated as the "Closing" and
                                                                    -------
the  "Closing  Date").  If  the  Closing does not occur prior to April 15, 2003,
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either  party  may terminate this Agreement by providing the other party written
notice  of  such  termination.  At the Closing, the Company shall deliver to the
Investor,  stock  certificates(s)  representing  the  Shares  (which  shall have
endorsed  thereon  the  legend  referred to in Section 5.8 hereof) and a warrant
certificate  representing  the  Warrants.  At  the  Closing  the  Investor shall
deliver  and  wire  to the Company (to an account designated by the Company) the
Purchase  Price,  in  immediately  available  clearing  house  funds.

     3.     Closing  Conditions.  The obligation of the Investor to purchase the
            -------------------
Shares  to  be  purchased by it at the Closing is subject to the fulfillment, to
the  Investor's  reasonable satisfaction, prior to or at the Closing, of each of
the  following  conditions:

          3.1     Representations  and  Warranties.  The  representations  and
                  --------------------------------
warranties  of the Company contained in this Agreement shall be true and correct
in all material respects on the date hereof and on and as of the Closing Date as
if  made  on  and  as  of  such  date.

          3.2     Amendment  of  Certificate  of  Incorporation.  The  Company's
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Certificate of


<PAGE>
          Incorporation shall have been amended so as to include the terms,
     rights, preferences and qualifications of the Series F Preferred Stock, as
     set forth on Exhibit A.

          3.3     Resolution  of  Certain  Outstanding Liabilities.  The Company
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shall  have  negotiated settlements and received releases, on terms satisfactory
to  the Investor, of the following liabilities: (i) liability in the approximate
amount of $60,000 due AT&T for telephone services; and (ii) tax liability in the
approximate  amount  of  $40,000  due  the  State  of  Vermont.

          3.4     Stock  Certificates,  Etc.  At  the Closing, the Company shall
                  -------------------------
have  tendered  to  the  Investor  certificate(s)  representing  the  Shares and
Warrants.

          3.5     No  Actions.  No action, proceeding, investigation, regulation
                  -----------
or  legislation  shall  have  been instituted, threatened or proposed before any
court, governmental agency or authority or legislative body to enjoin, restrain,
prohibit,  or  obtain  substantial  damages in respect of, this Agreement or the
consummation  of  the  transactions  contemplated  by  this  Agreement.

          3.6     Proceedings and Documents.  All proceedings in connection with
                  -------------------------
the  transactions contemplated hereby and all documents and instruments incident
to such transactions shall be satisfactory in substance and form to the Investor
and  its  counsel,  and  the  Company  shall  have received all such counterpart
originals  or  certified  or  other copies of such documents as the Investor may
reasonably  request.

     4.     Representations  and  Warranties of the Company.  The Company hereby
            ------------------------------------------------
represents  and  warrants  to  Investor  that:

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

          4.2     Capitalization  and  Voting Rights.  The authorized capital of
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the  Company  as  of  the  date  hereof  consists  of:

          (a)     Preferred  Stock.  3,000,000  shares  of  Preferred Stock, par
                  ----------------
value $0.001 per share (the "Preferred Stock"), of which 425,000shares have been
designated  as  Series F Preferred Stock, none of which are presently issued and
outstanding.

          (b)     Common  Stock.  100,000,000shares  of  common stock, par value
                  -------------
$0.001  per  share  ("Common  Stock"), of which 30,369,647 shares are issued and
outstanding.

          4.3     Authorization.All corporate action on the part of the Company,
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its  officers,  directors  and  stockholders  necessary  for  the authorization,
execution  and delivery of this Agreement and the performance of all obligations
of  the  Company hereunder, and the authorization (or reservation for issuance),
sale and issuance of the Shares and the Warrants  have been taken on or prior to
the  date  hereof.


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<PAGE>
          4.4     Valid  Issuance  of  the  Shares.  The  Shares when issued and
                  --------------------------------
delivered  in  accordance with the terms of this Agreement for the consideration
expressed  herein, will be duly and validly issued, fully paid and nonassessable
and  will  be  free  of  restrictions  on  transfer,  other than restrictions on
transfer  under this Agreement and under applicable state and federal securities
laws.

          4.5     Offering.  Subject  to  the  truth  and accuracy of Investor's
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representations set forth in Section 5 of this Agreement, the offer and issuance
of the Shares and Warrants as contemplated by this Agreement are exempt from the
registration  requirements  of the Securities Act of 1933, as amended (the "1933
Act")  and  the  qualification  or registration requirements of state securities
laws  or other applicable blue sky laws.  Neither the Company nor any authorized
agent  acting  on its behalf will take any action hereafter that would cause the
loss  of  such  exemptions.

          4.6     Public  Reports.The  Company  is  current  in  its  filing
                  ----------------
obligations  under  the  Securities  Act  of  1934, as amended (the "1934 Act"),
including  without  limitation  as to its filings of Annual Reports on Form 10-K
and  Quarterly  Reports  on Form 10-Q (collectively, the "Public Reports").  The
Public Reports do not contain any untrue statement of a material fact or omit to
state  any  fact  necessary  to  make any statement therein not misleading.  The
financial  statements  included  within  the  Public Reports for the fiscal year
ended  December  31,  2001,  for  each  quarterly period thereafter, and for the
fiscal  year  ended  December  31,  2002  (the "Financial Statements") have been
prepared  in  accordance  with generally accepted accounting principles ("GAAP")
applied  on  a  consistent  basis throughout the periods indicated and with each
other,  except that unaudited Financial Statements may not contain all footnotes
required  by generally accepted accounting principles.  The Financial Statements
fairly  present, in all material respects, the financial condition and operating
results  of the Company as of the dates, and for the periods, indicated therein,
subject  in  the case of unaudited Financial Statements to normal year-end audit
adjustments.

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

          4.8     Violations.  The consummation of the transactions contemplated
                  ----------
by  this  Agreement  and  all  other  documents  and  instruments required to be
delivered  in connection herewith and therewith will not result in or constitute
any  of  the  following:  (a) a violation of any provision of the certificate of
incorporation,  bylaws  or  other  governing  documents  of  the  Company; (b) a
violation  of  any  provisions of any applicable law or of any writ or decree of
any  court or governmental instrumentality; (c) a default or an event that, with
notice  or  lapse of time or both, would be a default, breach, or violation of a
lease,  license,  promissory  note,  conditional  sales  contract,  commitment,
indenture,  mortgage,  deed  of  trust,  or  other  agreement,  instrument,  or
arrangement  to  which  the  Company  is  a party or by which the Company or its
property  is  bound;  (d)  an event that would permit any party to terminate any
agreement  or to accelerate the maturity of any indebtedness or other obligation
of  the  Company; or (e) the creation or imposition of any lien, pledge, option,
security  agreement,  equity, claim, charge, encumbrance or


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<PAGE>
other restriction or limitation on the capital stock or on any of the properties
or  assets  of  the  Company.

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

     5.     Representations  and  Warranties  of  Investor.  Investor  hereby
            ----------------------------------------------
represents,  warrants  and  covenants  that:

          5.1     Authorization.  Investor has full power and authority to enter
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into  this  Agreement,  and  such  agreement  constitutes  the valid and legally
binding  obligation  of  Investor,  enforceable  in  accordance  with its terms.

          5.2     Purchase  Entirely  for  Own  Account.  This Agreement is made
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with  Investor  in reliance upon Investor's representation to the Company, which
by  Investor's  execution  of this Agreement, Investor hereby confirms, that the
Shares to be received by Investor will be acquired for investment for Investor's
own  account,  not  as  a nominee or agent, and not with a view to the resale or
distribution  of any part thereof, and that Investor has no present intention of
selling,  granting  any participation in or otherwise distributing the same.  By
executing  this  Agreement,  Investor  further represents that Investor does not
have  any  contract,  undertaking,  agreement  or arrangement with any person to
sell,  transfer  or  grant participations to such person or to any third person,
with  respect  to  any  of  the  Shares  or  the  Warrants.

          5.3     Disclosure  of Information.  Investor believes it has received
                  ---------------------------
all  the  information it considers necessary or appropriate for deciding whether
to  purchase  the  Shares.  Investor  further  represents  that  he  has  had an
opportunity  to ask questions and receive answers from the Company regarding the
terms and conditions of the offering of the Shares and the business, properties,
prospects  and financial condition of the Company.  The foregoing, however, does
not limit or modify the representations and warranties of the Company in Section
4  of  this  Agreement  or  the  right  of  Investor  to  rely  thereon.

          5.4     Investment Experience.  Investor can bear the economic risk of
                  ----------------------
its  investment,  and has such knowledge and experience in financial or business
matters  that it is capable of evaluating the merits and risks of the investment
in  the  Shares  and  Warrant.

          5.5     Accredited  Investor.  Investor  is  an  "accredited investor"
                  ---------------------
within the meaning of the Securities and Exchange Commission ("SEC") Rule 501 of
Regulation  D,  as  presently  in  effect; by virtue of all of the equity owners
thereof  being natural persons whom are "accredited" by virtue of falling within
one  or  more of the following categories: (a) a natural person whose individual
net  worth  (or joint net worth with his spouse) at the time of purchase exceeds
$1,000,000;  or  (b)  a  natural  person  who had individual income in excess of
$200,000  or  joint  income with his


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<PAGE>
spouse in excess of $300,000 in each of the two most recent years and reasonably
expects to have individual income in excess of $200,000 or joint income with his
spouse in excess of $300,000 in the current year; or (c) an executive officer or
director  of  the  Company.

          5.6     Restricted  Securities.  Investor  understands that the Shares
                  -----------------------
(and  the  shares of Common Stock issueable upon exercise of the Warrants) it is
purchasing  are  characterized  as  "restricted  securities"  under  the federal
securities  laws  inasmuch  as  they  are  being  acquired from the Company in a
transaction  not  involving  a  public  offering  and  that  under such laws and
applicable  regulations such Shares may be resold without registration under the
933  Act  only in certain limited circumstances.  In the absence of an effective
registration  statement  covering  the  Shares  or  an  available exemption from
registration under the 1933 Act, the Shares must be held indefinitely.  Investor
represents  that  it  is familiar with SEC Rule 144, as presently in effect, and
understands  the  resale  limitations  imposed  thereby  and  by  the  1933 Act,
including  without  limitation  the  Rule 144 condition that current information
about  the  Company  be  available  to  the  public.

          5.7     Further  Limitations  on  Disposition.  Without  in  any  way
                  --------------------------------------
limiting  the  representations  set  forth  above,  Investor  shall not make any
disposition  of all or any portion of the Shares or Warrant unless and until the
transferee  has  agreed in writing for the benefit of the Company to be bound by
this  Section  5,  and:

          (a)     there  is  then  in  effect a registration statement under the
1933  Act  covering  such  proposed  disposition and such disposition is made in
accordance  with  such  registration  statement;  or

          (b)     Investor  shall  have  notified  the  Company  of the proposed
disposition  and  shall  have furnished the Company with a detailed statement of
the  circumstances surrounding the proposed disposition, and if requested by the
Company,  the  Investor  shall  have  furnished  the  Company with an opinion of
counsel,  reasonably satisfactory to the Company, that such disposition will not
require  registration  of  the  Shares  or  Warrants  under  the  1933  Act.

          5.8     Legends.  It  is  understood  that the certificates evidencing
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the Shares and Warrants may bear one or all of the following legends:

          (a)     "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 a registration statement in effect
with  respect  to  the  securities  under  such  Act  or  an  opinion of counsel
satisfactory  to  the  Company  that  such  registration  is  not  required."

          (b)     Any  legend  required  by  state  securities  laws.

          5.9     Tax  Advisors.  Investor  has reviewed with Investor's own tax
                  --------------
advisors the federal, state and local tax consequences of this investment, where
applicable,  and  the  transactions  contemplated by this Agreement. Investor is
relying  solely on such advisors and not on any statements or representations of
the  Company  (except the representations and covenants of the Company set forth
in  this  Agreement) or any of its agents and understands that Investor (and not
the  Company)  shall  be  responsible  for Investor's own tax liability that may
arise  as  a  result of this investment or the transactions contemplated by this
Agreement,  except  where  such


                                        5
<PAGE>
liability arises as a result of a failure of a representation of the Company set
forth  in  this Agreement to be true or a breach by the Company of a covenant of
the  Company  set  forth  in  this  Agreement.

          5.10     Investor  Counsel.  Investor acknowledges that it has had the
                   ------------------
opportunity  to  review  this Agreement, the exhibits and the schedules attached
hereto  and  the transactions contemplated by this Agreement with Investor's own
legal  counsel.  Investor  is relying solely on its legal counsel and not on any
statements  or representations of the Company or any of the Company's agents for
legal advice with respect to this investment or the transactions contemplated by
this  Agreement.

     6.     Registration  Rights.
            --------------------

          6.1     Demand  Registration.  At any time the holders (the "Holders")
                  --------------------
of  a majority of the Registerable Securities (as hereinafter defined), shall be
entitled  to deliver written notice to the Company demanding the registration of
all  Registerable  Securities  or  such  lesser number as the Holders may elect.
Upon  the  written  request  of  such  Holders,  the Company shall  use its best
efforts  to  cause  to be registered under the 1933 Act all of such Registerable
Shares.  The  Holders  whom  elect to participate in the registration are called
"Participating Holders."  The term "Registrable Securities" shall mean shares of
the  Series  F  Preferred  Stock,  all  shares  of  Common  Stock  issuable upon
conversion  of  the  Series  F  Preferred  Stock  and all shares of Common Stock
issuable upon exercise of the Warrants, together with any shares of Common Stock
issued  or  issuable  by way of a stock dividend or stock split or in connection
with  any  recapitilization, merger, consolidation or other reorganization.  The
Holders of the Registerable Securities may exercise the rights described in this
Section  6.1  a  total  of  two  times.


          6.2     Furnish Information.  It shall be a condition precedent to the
                  -------------------
obligations  of  the  Company to take any action pursuant to this Agreement with
respect  to  the  Registrable  Securities that each of the Participating Holders
furnish  to  the  Company  such  information  regarding  itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as  shall  be required to effect the registration of the Registrable Securities.


          6.3     Expenses  of Registration.  The Company shall bear and pay all
                  -------------------------
expenses  incurred  in connection with any registration, filing or qualification
of  Registrable Securities with respect to the registrations pursuant to Section
6.1  for the Investor, including without limitation all registration, filing and
qualification  fees,  printers'  and  accounting  fees relating or apportionable
thereto  and  the  fees  and  disbursements  of  its counsel.  The Participating
Holders shall be responsible for payment of any underwriter's or broker's fee or
commission  with  respect  to  the  sale  of  their  Registerable  Securities.


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<PAGE>
          6.4          Registration  Procedures.  Whenever  the  Holders  of
                       ------------------------
Registrable  Securities  have  requested  that  any  Registrable  Securities  be
registered pursuant to this Agreement, the Company shall use its best efforts in
good  faith  to  effect  the  registration  and  the  sale  of  such Registrable
Securities in accordance with the intended method of disposition thereof, and in
furtherance  hereof,  the  Company  shall  as  expeditiously  as  possible:

               (a)     prepare  and  file  with  the  Securities  and  Exchange
Commission  a registration statement with respect to such Registrable Securities
and  use  its best efforts in good faith to cause such registration statement to
become  and  remain  effective;  provided,  that  before  filing  a registration
statement  or  prospectus  or any amendments or supplements thereto, the Company
shall furnish to the counsel selected by the Participating Holders of a majority
of  the  Registrable Securities covered by such registration statement copies of
all such documents proposed to be filed, which documents shall be subject to the
review  and  comment  of  such  counsel;

               (b)     notify  each Participating Holder of the effectiveness of
each  registration  statement  filed  hereunder  and  prepare  and file with the
Securities  and  Exchange  Commission  such  amendments  and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective for a period of not less
than 180 days and comply with the provisions of the 1933 Act with respect to the
disposition of all securities covered by such registration statement during such
period  in  accordance  with  the intended methods of disposition by the sellers
thereof  set  forth  in  such  registration  statement;

               (c)     furnish  to  each  Participating  Holder  such  number of
copies of such registration statement, each amendment and supplement thereto (in
each  case  including  all  exhibits  thereto),  the prospectus included in such
registration  statement  (including  each preliminary prospectus) and such other
documents  as  such  seller  may  reasonably  request in order to facilitate the
disposition  of  the  Registrable  Securities  owned  by  such  Holder;

               (d)     use its best efforts in good faith to register or qualify
such Registrable Securities under such other securities or blue sky laws of such
jurisdictions as any Participating Holder reasonably requests and do any and all
other  acts  and things which may be reasonably necessary or advisable to enable
such  seller  to  consummate  the  disposition  in  such  jurisdictions  of  the
Registrable Securities owned by such Holder (provided that the Company shall not
be required to (i) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this subsection, (ii) subject
itself  to taxation in any such jurisdiction or (iii) consent to general service
of  process  in  any  such  jurisdiction);

               (e)     notify  each  Participating  Holder,  at  any time when a
prospectus  relating  thereto is required to be delivered under the 1933 Act, of
the  happening of any event as a result of which the prospectus included in such
registration  statement contains an untrue statement of a material fact or omits
any  fact  necessary  to make the statements therein not misleading, and, at the
request of any such seller or by its own initiative, the Company shall prepare a
supplement  or  amendment to such prospectus so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus shall not contain
an  untrue  statement


                                        7
<PAGE>
of  a  material  fact or omit to state any fact necessary to make the statements
therein  not  misleading;

               (f)     cause  all  such  Registrable  Securities to be listed on
each  securities  exchange on which similar securities issued by the Company are
then  listed  or,  if not so listed, then on at least one securities exchange or
quotation  system  on  which  securities of companies similar to the Company are
then listed, and, if listed on the NASD automated quotation system, use its best
efforts  in  good faith to secure designation of all such Registrable Securities
covered  by  such  registration  statement  as  a NASDAQ "national market system
security"  within  the  meaning  of  Rule 11Aa2-1 of the Securities and Exchange
Commission or, failing that, to secure NASDAQ authorization for such Registrable
Securities and, without limiting the generality of the foregoing, to arrange for
at  least two market makers to register as such with respect to such Registrable
Securities  with  the  NASD;

               (g)     furnish  to  each  Participating  Holder  a  signed
counterpart,  addressed  to  such  Participating  Holder,  of  (i) an opinion of
counsel for the Company, dated the effective date of the registration statement,
and  (ii)  a  "comfort"  letter signed by the independent public accountants who
have  certified  the Company's financial statements included in the registration
statement,  covering  substantially  the  same  matters  with  respect  to  the
registration statement (and the prospectus included therein) and (in the case of
the  comfort  letter,  with  respect  to  events  subsequent  to the date of the
financial  statements),  as  are  customarily  covered  (at  the  time  of  such
registration)  in  opinions of issuer's counsel and in comfort letters delivered
to  the  underwriters in underwritten public offerings of securities.  If and to
the  extent  that  any  registration relates to an underwritten public offering,
such  opinion  and  comfort  letter  shall  be  sufficient  if it is in the form
acceptable  to  the  managing  underwriter  thereof.

               (h)     provide  a  transfer  agent  and  registrar  for all such
Registrable  Securities  not  later than the effective date of such registration
statement;
               (i)     enter  into  such  customary  agreements  (including
underwriting  agreements  in  customary form) and take all such other actions as
the Participating Holders of a majority of the Registrable Securities being sold
or  the  underwriters,  if  any,  reasonably  request  in  order  to expedite or
facilitate  the  disposition  of  such  Registrable  Securities;

               (j)     in the event of the issuance of any stop order suspending
the  effectiveness  of  a  registration statement, or of any order suspending or
preventing  the use of any related prospectus or suspending the qualification of
any  Common  Stock  included  in  such  registration  statement  for sale in any
jurisdiction,  the  Company shall use its best efforts in good faith promptly to
obtain  the  withdrawal  of  such  order.

          6.5       Selection  of  Underwriter. The holders of a majority of the
                    --------------------------
Registrable  Securities  initially  requesting registration hereunder shall have
the  right  to  select the investment banker(s) and manager(s) to administer the
offering,  subject  to  the  Company's  approval which shall not be unreasonably
withheld  or  delayed.


                                        8
<PAGE>
          6.6     Indemnification.  In  the event any Registrable Securities are
                  ---------------
included  in  a  registration  statement  under  this  Section  6:

          (a)     The Company will indemnify and hold harmless the Participating
Holders,  the  partners  or  officers,  directors  and  shareholders  of  the
Participating  Holders,  legal  counsel  and  accountants  for the Participating
Holders,  against  any losses, claims, damages or liabilities (joint or several)
to  which  they may become subject under the 1933 Act, the 1934 Act or any state
securities  laws,  insofar  as  such losses, claims, damages, or liabilities (or
actions  in respect thereof) arise out of or are based upon any of the following
statements, omissions or violations (collectively a "Violation"): (i) any untrue
statement  or  alleged  untrue  statement  of  a material fact contained in such
registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, (ii) 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, or (iii) any
violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any
state  securities laws or any rule or regulation promulgated under the 1933 Act,
the  1934  Act  or  any  state securities laws.  The Company will reimburse each
Participating  Holder  for any legal or other expenses reasonably incurred by it
in  connection  with  investigating  or  defending any such loss, claim, damage,
liability  or  action; provided, however, that the indemnity agreement contained
in  this subsection 6.6 (a) shall not apply to amounts paid in settlement of any
such  loss,  claim,  damage,  liability or action if such settlement is effected
without  the  consent  of  the  Company (which consent shall not be unreasonably
withheld),  nor  shall  the  Company be liable for any such loss, claim, damage,
liability  or  action  to  the  extent  that it arises out of or is based upon a
Violation  that  occurs  in  reliance  upon  and  in  conformity  with  written
information  furnished expressly for use in connection with such registration by
such  Participating  Holder;  provided  further,  however,  that  the  foregoing
indemnity  agreement  with respect to any preliminary prospectus shall not inure
to  the  benefit a Participating Holder, from whom the person asserting any such
losses,  claims,  damages  or liabilities purchased shares in the offering, if a
copy  of  the  prospectus  (as then amended or supplemented if the Company shall
have  furnished  any amendments or supplements thereto) was not sent or given by
or  on behalf of such Participating Holder to such person, if required by law so
to  have  been delivered, at or prior to the written confirmation of the sale of
the shares to such person, and if the prospectus (as so amended or supplemented)
would  have  cured  the  defect  giving  rise  to  such  loss,  claim, damage or
liability.

          (b)     Each Participating Holder will indemnify and hold harmless the
Company,  each  of  its  directors,  each  of  its  officers  who has signed the
registration statement, each person, if any, who controls the Company within the
meaning  of  the 1933 Act, legal counsel and accountants for the Company and any
underwriter,  against  any  losses,  claims,  damages  or  liabilities (joint or
several) to which any of the foregoing persons may become subject under the 1933
Act,  the 1934 Act or any state securities laws, insofar as such losses, claims,
damages or liabilities (or actions in respect thereto) arise out of or are based
upon  any  Violation,  in  each case to the extent (and only to the extent) that
such  Violation  occurs  in  reliance  upon  and  in  conformity  with  written
information  furnished  by  such  Participating  Holder  expressly  for  use  in
connection  with such registration; and such Participating Holder will reimburse
any person intended to be indemnified pursuant to this subsection, for any legal
or  other  expenses  reasonably  incurred  by  such  person  in  connection with
investigating  or  defending  any such loss, claim, damage, liability or action;
provided,  however,  that  the  indemnity agreement contained  in


                                        9
<PAGE>
this subsection 6.6(b) shall not apply to amounts paid in settlement of any such
loss,  claim, damage, liability or action if such settlement is effected without
the  consent  of  such  Participating  Holder  (which  consent  shall  not  be
unreasonably  withheld).

          (c)     Promptly  after  receipt  by  an  indemnified party under this
Section 6.6 of notice of the commencement of any action (including any action by
a  governmental  authority),  such  indemnified  party (the "Indemnified Party")
will, if a claim in respect thereof is to be made against any indemnifying party
(the  "Indemnifying  Party") under this Section 6.6, deliver to the Indemnifying
Party  a  written  notice of the commencement thereof and the Indemnifying Party
shall  have  the  right  to  participate in, and, to the extent the Indemnifying
Party  so  desires, jointly with any other indemnifying party similarly noticed,
to assume the defense thereof with counsel mutually satisfactory to the parties;
provided,  however,  that  an  Indemnified  Party  (together  with  all  other
indemnified  parties  that  may  be represented without conflict by one counsel)
shall  have the right to retain one separate counsel, with the fees and expenses
to  be  paid  by  the  Indemnifying Party, if representation of such Indemnified
Party  by  the counsel retained by the Indemnifying Party would be inappropriate
due  to  actual  or potential differing interests between such Indemnified Party
and  any  other  party  represented  by  such  counsel  in  such proceeding.  No
Indemnifying  Party shall, without the consent of the Indemnified Party, consent
to  entry  of any judgment or enter into any settlement of any such action which
does  not include as an unconditional term thereof the giving by the claimant or
plaintiff  to  such  Indemnified  Party  of a complete and full release from all
liability  in  respect  of such claim or litigation.  No Indemnified Party shall
consent to entry of any judgment or enter into any settlement of any such action
the  defense  of  which  has  been  assumed by an Indemnifying Party without the
consent  of  such  Indemnifying  Party.

          (d)     If  the  indemnification  provided  for in this Section 6.6 is
held  by  a  court of competent jurisdiction to be unavailable to an Indemnified
Party  with respect to any loss, liability, claim, damage or expense referred to
herein,  then  the  Indemnifying Party, in lieu of indemnifying such Indemnified
Party  hereunder,  shall  contribute  to  the  amount  paid  or  payable by such
Indemnified  Party as a result of such loss, liability, claim, damage or expense
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  that  resulted  in  such loss,
liability,  claim,  damage  or  expense, as well as any other relevant equitable
considerations.  The  relative  fault  of  the  Indemnifying  Party  and  of the
Indemnified  Party  shall  be  determined  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.

          (e)     No  Person  guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any  person  who  was  not  guilty  of  such  fraudulent  misrepresentation.
Notwithstanding  anything  to  the  contrary in this Section 6.6, no indemnified
party  shall be required, pursuant to this Section 6.6, to contribute any amount
in  excess of the net proceeds received by such indemnifying party from the sale
of  securities in the offering to which the losses, claims, damages, liabilities
or  expenses  of  the  indemnified  party  relate.


                                       10
<PAGE>
          6.7       Successors  and  Assigns.  The  covenants  and agreements in
                    ------------------------
this Section 6 by or on behalf of any of the parties hereto shall bind and inure
to  the  benefit  of the respective successors and assigns of the parties hereto
whether  so expressed or not. In addition, whether or not any express assignment
has  been  made,  the  provisions of this Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable  by,  any  subsequent  holder  of  Registrable  Securities.

     7.     Miscellaneous
            -------------

          7.1     Successors  andAssigns.  Except  as otherwise provided herein,
                  ---------------
the  terms and conditions of this Agreement shall inure to the benefit of and be
binding  upon  the  respective  successors and assigns of the parties (including
transferees  of  the Shares).  Nothing in this Agreement, express or implied, is
intended  to  confer  upon  any  party,  other  than the parties hereto or their
respective  successors  and  assigns,  any  rights,  remedies,  obligations  or
liabilities  under  or by reason of this Agreement, except as expressly provided
in  this  Agreement.

          7.2     Governing  Law.  This  Agreement  shall  be  governed  by  and
                  ---------
construed  under  the laws of the State of Delaware without giving effect to its
conflict  of  laws  provisions.

          7.3     Titles  and  Subtitles.  The titles and subtitles used in this
                  ----------------------
Agreement  are  used  for  convenience  only  and  are  not  to be considered in
construing  or  interpreting  this  Agreement.

          7.4     Notices.  All notices required or permitted hereunder shall be
                  -------
in  writing and shall be deemed effectively given: (a) upon personal delivery to
the  party to be notified, (b) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient; if not, then on the next business
day,  (c)  five  (5)  business  days  after  having  been  sent by registered or
certified  mail,  return  receipt requested, postage prepaid, or (d) one (1) day
after  deposit  with  a nationally 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 the signature
page  or  exhibit  pages  hereof  or  at  such  other  address as such party may
designate  by  ten (10) days advance written notice to the other parties hereto.

          7.5     Finder's  Fees.  Each  party represents that it neither is nor
                  ------------------
will  be  obligated  for  any finders' fee or commission in connection with this
transaction.  Investor  shall  indemnify  and hold harmless the Company from any
liability  for  any  commission  or compensation in the nature of a finders' fee
(and  the  costs  and  expenses  of defending against such liability or asserted
liability)  for  which  Investor  or any of its officers, partners, employees or
representatives  is  responsible.  The Company shall indemnify and hold harmless
Investor  from any liability for any commission or compensation in the nature of
a  finders'  fee (and the costs and expenses of defending against such liability
or  asserted  liability) for which the Company or any of its officers, employees
or  representatives  is  responsible.

          7.6     Amendments  and  Waivers.  Any  term  of this Agreement may be
                  ------------------------
amended  and  the observance of any term of this Agreement may be waived (either
generally  or  in  a  particular  instance  and  either  retroactively  or
prospectively),  only with the written consent of the


                                       11
<PAGE>
Company  and  Investor. Any amendment or waiver effected in accordance with this
paragraph  shall  be binding upon Investor, each future holder of the Shares and
the  Company,  provided that no such amendment shall be binding on a holder that
does  not  consent  thereto  to  the  extent  such  amendment  treats such party
differently  than  any  party  that  does  consent  thereto.

          7.7     Severability.  If one or more provisions of this Agreement are
                  ------------
held  to be unenforceable under applicable law, such provision shall be excluded
from  this Agreement and the balance of the Agreement shall be interpreted as if
such  provision were so excluded and shall be enforceable in accordance with its
terms.

          7.8     Entire  Agreement.  This  Agreement and the documents referred
                  -----------------
to  herein  constitute the entire agreement among the parties and no party shall
be  liable  or  bound  to  any  other  party  in  any  manner by any warranties,
representations or covenants except as specifically set forth herein or therein.

          7.9     Counterparts.  This  Agreement  may be executed in two or more
                  ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

          7.10     Interpretation.  Unless the context of this Agreement clearly
                   --------------
requires  otherwise,  (a)  references  to  the  plural include the singular, the
singular  the  plural,  the part the whole, (b) references to any gender include
all  genders,  (c)  "including"  has the inclusive meaning frequently identified
with  the  phrase  "but  not  limited  to"  and (d) references to "hereunder" or
"herein"  relate  to  this  Agreement.

                           [SIGNATURE PAGE FOLLOWING]


                                       12
<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Preferred Stock Purchase
Agreement  as  of  the  date  first  above  written.

                                     E&C Capital Partners, LLLP
theglobe.com, inc.                   By: E&C Capital Ventures, Inc., its general
                                     partner

By:_____________________________
   Name:                            By:________________________________
   Title:                              Name:
Address:________________________       Title:
        ________________________    Address:___________________________
        ________________________            ___________________________
                                            ___________________________


                                       13
<PAGE>
                                    EXHIBIT A

               FORM OF AMENDMENT TO CERTIFICATE OF INCORPORATION,
               INCLUDING THE TERMS OF THE SERIES F PREFERRED STOCK




<PAGE>
                                    EXHIBIT B

                                 FORM OF WARRANT




<PAGE>