Exhibit 10.7


                               THEGLOBE.COM, INC.

               NON QUALIFIED STOCK OPTION AGREEMENT


I. NOTICE OF STOCK OPTION GRANT:

Kellie L. Smythe
c/o theglobe.com, inc.
110 East Broward Boulevard, 14th Floor
Fort Lauderdale, FL 33301

      You ("Optionee") have been granted an option to purchase Common Stock of
theglobe.com, inc. (the "Company"), subject to the terms and conditions of this
Stock Option Agreement. The terms of your grant are set forth below:

      Date of Grant:                   July 17, 2003

      Exercise Price per Share         $0.20 per Share

      Total Number of Shares Granted   500,000

      Total Exercise Price:            $100,000.00

      Type of Option:                  Non-Qualified Stock Option

      Exercise and Vesting Schedule:   Twenty five percent (25%) of the total
                                       number of Shares covered by the Option
                                       shall vest immediately after the Grant
                                       Date. The balance of the Shares covered
                                       by the Option shall vest on a pro rata
                                       basis in successive three (3) month
                                       intervals during the period commencing on
                                       the date that is three (3) months
                                       following the Grant Date and ending on
                                       the third (3rd) anniversary of the Grant
                                       Date (equivalent to 33,333.33 shares per
                                       such three month interval)(each such
                                       date being a "Vesting Date").

      Term/Expiration Date:            July 17, 2013 (Tenth anniversary of
                                       date of grant).

      Plan:                            This Stock Option is not being granted
                                       pursuant to any particular stock option
                                       plan (a "Plan") of the Company and shall
                                       be governed solely by this Agreement.
<PAGE>

II.   AGREEMENT:

1. Grant of Option. The Company hereby grants the Optionee an option to purchase
the number of Shares set forth in the Notice of Stock  Option Grant (the "Notice
of  Grant"),  at the  exercise  price per share set forth in the Notice of Grant
(the "Exercise Price").  This Option is not intended to, and does not qualify as
an  Incentive  stock  Option as  defined  in  Section  422 of the  Code.  Unless
otherwise specified, defined terms used below have the meanings ascribed to such
terms in Section 10 below.

2.  Exercise of Option. This Option is exercisable as follows:

    (a) Right to exercise.

         (i) This option  shall be  exercisable  cumulatively  according  to the
    Exercise and Vesting Schedule set out in the Notice of Grant.

         (ii)There shall be no  proportionate  or partial vesting in the periods
    prior to each Vesting Date and vesting  shall occur only on the  appropriate
    Vesting Date.

         (iii) This Option may not be exercised for a fraction of a Share.

         (iv) In the event of Optionee's  termination of Continuous Status as an
    employee  or  Consultant,  the  exercisability  of the Option is governed by
    Section 6 below.

         (v) In no  event  may  this  Option  be  exercised  after  the  date of
    expiration of the term of this Option as set forth in the Notice of Grant.

    (b)  Method of Exercise.  This Option shall be exercisable by written notice
         (in the form  attached  as Exhibit A). The notice must state the number
         of Shares  for which the  Option  is being  exercised,  and such  other
         representations  and  agreements  with respect to such shares of Common
         Stock as may be  necessary  in order for the  Company  to  comply  with
         applicable  laws and  regulations.  The  notice  must be  signed by the
         Optionee and shall be  delivered in person or by certified  mail to the
         Secretary of the company.  The notice must be accompanied by payment of
         the Exercise  Price,  including  payment of any applicable  withholding
         tax.  This option shall be deemed to be  exercised  upon receipt by the
         company of such written  Notice  accompanied  by the Exercise Price and
         payment of any applicable withholding tax.

               No Shares  shall be issued  pursuant to the exercise of an Option
         unless such issuance and such exercise  comply with applicable laws and
         regulations  and the  requirements of any stock exchange upon which the
         Shares may then be listed.  Assuming  such  compliance,  for income tax
         purposes the Shares shall be considered  transferred to the Optionee on
         the date on which the option is exercised with respect to such Shares.

3.  Method  of  Payment.  Payment  of the  Exercise  Price  shall  be any of the
following, or a combination thereof, at the election of the Optionee:

                                       2
<PAGE>

     (a)  cash;

     (b)  check;

     (c)  with the consent of the  Company,  other  shares of Common Stock that:
          (i) in the case of shares  acquired upon exercise of an option granted
          by the Company  either have been owned by the  Optionee  for more than
          six months on the date of surrender or were not acquired,  directly or
          indirectly, from the Company, and (ii) have a Fair Market Value on the
          date of surrender equal to the aggregate  exercise price of the shares
          as to which said option shall be exercised;

     (d)  with the consent of the Company in its sole and  absolute  discretion,
          authorization from the company to retain the total number of shares as
          to which the option is exercised  that number of shares  having a Fair
          Market Value on the date of exercise  equal to the exercise  price for
          the total number of shares as to which the Option is exercised;

     (e)  with the  consent of the  Company,  delivery  of a  properly  executed
          exercise notice together with irrevocable  instructions to a broker to
          deliver  promptly to the  company the amount of sale or loan  proceeds
          required to pay the exercise price;

     (f)  with the consent of the Company a combination  of any of the foregoing
          methods of payment;

     (g)  with the consent of the Company, a combination of any of the foregoing
          methods  of  payment  at least  equal in value to the  stated  capital
          represented by the shares to be issued, plus a promissory note for the
          balance of the exercise price; or

     (h)  with the consent of the Company,  such other  consideration and method
          of payment for the  issuance of shares to the extent  permitted  under
          applicable laws and regulations.

4. Restrictions on Exercise.  If the issuance of Shares upon such exercise or if
the method of payment  for such  shares  would  constitute  a  violation  of any
applicable  federal or state  securities  or other law or  regulation,  then the
Option may also not be exercised.  The Company may require  Optionee to make any
representation  and warranty to the Company as may be required by any applicable
law or regulation before allowing the Option to be exercised.

5.  Effect of Certain Transactions.
    -------------------------------

     (a)  In the event of a merger or  consolidation of the Company with or into
          another  corporation,  or the sale of all or substantially  all of the
          assets of the Company (a "Transaction"),  the Option shall be assumed,
          or an  equivalent  option  shall  be  substituted,  by  the  Successor
          Corporation;  provided,  however, that, unless otherwise determined by
          the Company,  the Option shall remain subject to all of the conditions
          and  restrictions  which were  applicable  to the Option prior to such
          assumption or  substitution;  and further  provided that in connection
          with  any  sale  of all or  substantially  all  of the  assets  of the
          Company,  the Company may determine  not to require the  assumption of

                                       3
<PAGE>

          this Option in which event this Option shall be exercisable only until
          the earlier of (i) the original  Term/Expiration  Date as set forth in
          the Notice of Grant and (ii)  ninety  days from the date of closing of
          any such sale. For the purposes of this paragraph, the Option shall be
          considered  assumed if,  following  the merger or sale of assets,  the
          option  confers the right to purchase or receive  upon  exercise,  for
          each Share subject to the Option immediately prior to the Transaction,
          the  consideration  (whether  stock,  cash,  or  other  securities  or
          property)  received  in the  Transaction  for each  Share  held on the
          effective  date of the  Transaction  (and if  holders  were  offered a
          choice of consideration,  the type of such consideration as determined
          by the Board of Directors).

     (b)  In the event of a Change in  Control,  whether  or not in  conjunction
          with a transaction  which would  constitute a  Transaction  within the
          meaning of Section 5(a) above,  then  concurrently  with the effective
          date of such  change  in  control,  fifty  percent  (50%)  of all then
          unvested  Shares  covered by the Option shall vest.  Such  immediately
          vesting  Shares  shall be  deemed  to have  vested  pro rata  from the
          remaining  unvested Shares pursuant to the Vesting  Schedule set forth
          in the Notice of Grant.

6.   Termination of Relationship.
     ----------------------------

     (a) If  Optionee's  Continuous  Status  as an  employee  or  Consultant  is
terminated for any reason (other than by reason of death), Optionee may exercise
this option for a period of three (3) months after such  termination  (but in no
event beyond the  expiration of the stated term) to the extent,  and only to the
extent, that such Option or portion thereof was vested and exercisable as of the
date of such  termination.  To the extent that  Optionee  was not vested in this
option  at the date on which  Optionee's  Continuous  Status as an  employee  or
Consultant  is  terminated,  or if Optionee does not exercise this option within
the time specified herein, the Option shall terminate.

     (b) If  Optionee's  Continuous  Status  as an  employee  or  Consultant  is
terminated  as a result  of  Optionee's  death,  Optionee's  heirs  or  personal
representative  (or other  administrator of Optionee's estate) may exercise this
option for a period of one (1) year after such death (but in no event beyond the
expiration of the stated term) to the extent, and only to the extent,  that such
Option or portion  thereof  was vested  and  exercisable  as of the date of such
death.  To the extent that Optionee was not vested in this option at the date of
death,   or  if  Optionee's   heirs  or  personal   representatives   (or  other
administrator of Optionee's  estate) do not exercise this option within the time
specified herein, the Option shall terminate.

7.  Non-Transferability  of Option.  This option may not be  transferred  in any
manner  except  by will or by the laws of  descent  or  distribution.  It may be
exercised  during the lifetime of Optionee  only by Optionee.  The terms of this
Option shall be binding upon the executors,  administrators,  heirs,  successors
and assigns of the Optionee.

8. Term of Option. This Option may be exercised only within the terms set out in
the Notice of Grant.

                                       4
<PAGE>

9.  Registration.  The Company will use its commercially  reasonable  efforts to
take all steps necessary to register the Shares underlying this Option under the
Securities  Act of 1933, as amended,  on form S-8 or any other form necessary as
soon as  practical  (which  shall in all events be deemed  timely if  registered
within 180 days from the Date of Grant),  following execution of this Agreement.
In the event that the Shares are not so  registered at the time of exercise then
the certificates  representing the Shares issued or to be issued hereunder shall
be stamped or otherwise  imprinted with legends  substantially  in the following
form:

     THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
     THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE  "SECURITIES  ACT"),  OR THE
     SECURITIES LAWS OF ANY STATE,  AND HAVE BEEN ACQUIRED FOR AN INVESTMENT AND
     MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN
     EFFECTIVE  REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT,
     OR AN  OPINION OF  COUNSEL  ACCEPTABLE  TO  COUNSEL  FOR THE  COMPANY  THAT
     REGISTRATION IS NOT REQUIRED UNDER SUCH LAWS.

10.  Defined Terms.
     --------------

     The  following  defined  terms  when used in this  Agreement  will have the
     following meanings:

     (a)  "Affiliate" means a person controlling, controlled by, or under common
          control with, another Person.

     (b)  "Change in  Capitalization"  means any  increase or  reduction  in the
          number of shares, or any change (including, but not limited to, in the
          case of a  spin-off,  dividend  or other  distribution  in  respect of
          Shares,  a change in value) in the Shares or  exchange of Shares for a
          different  number or kind of shares or other securities of the Company
          or   another   corporation,   by   reason   of   a   reclassification,
          recapitalization,  merger,  consolidation,  reorganization,  spin-off,
          split-up,  issuance  of  warrants  or  rights  or  debentures,   stock
          dividend, stock split or reverse stock split, cash dividend,  property
          dividend,  combination  or exchange of shares,  repurchase  of shares,
          change in corporate structure or otherwise.

     (c)  "Change in Control" means the occurrence of either of the following:

          (i) An  acquisition  (other  than  directly  from the  Company) of any
     voting securities of the Company (the "Voting  Securities") by any "Person"
     (as the term person is used for  purposes of Section  13(d) or 14(d) of the
     Exchange  Act),   immediately  after  which  such  Person  has  "Beneficial
     Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange
     Act) or forty percent (40%) or more of the then  outstanding  Shares or the
     combined voting power of the Company's then outstanding  Voting Securities;
     provided,  however, in determining whether a Change in Control has occurred
     pursuant to this Section  10(c)(i),  Shares or Voting  Securities which are
     acquired in a "Non-Control  Acquisition" (as hereinafter defined) shall not
     constitute  an  acquisition  which  would  cause a  Change  in  Control.  A

                                       5
<PAGE>

     "Non-Control  Acquisition"  shall mean an  acquisition  by (i) an  employee
     benefit  plan (or a trust  forming a part  thereof)  maintained  by (A) the
     Company or (B) any  corporation  or other Person of which a majority of its
     voting power or its voting equity  securities or equity  interest is owned,
     directly or indirectly,  by the Company (for purposes of this definition, a
     "Majority-Owned  Subsidiary"),  (ii)  the  Company  or  its  Majority-Owned
     Subsidiaries,  (iii) Edward  Cespedes or Michael  Egan or any  Affiliate of
     either or both of such  Persons,  or (iv) any Person in  connection  with a
     "Non-Control Transaction" (as hereinafter defined); or

          (ii) The consummation of:

               a) a merger,  consolidation  or  reorganization  with or into the
          Company or in which securities of the Company are issued,  unless such
          merger,    consolidation   or   reorganization   is   a   "Non-Control
          Transaction".   A  "Non-Control  Transaction"  shall  mean  a  merger,
          consolidation or  reorganization  with or into the Company or in which
          securities of the Company are issued where:

                    i) the stockholders of the Company,  immediately before such
          merger,  consolidation or  reorganization,  own directly or indirectly
          immediately following such merger, consolidation or reorganization, at
          least  sixty  percent  (60%)  of  the  combined  voting  power  of the
          outstanding  voting securities of the corporation  resulting from such
          merger   or   consolidation   or   reorganization    (the   "Surviving
          Corporation") in substantially  the same proportion as their ownership
          of the Voting Securities immediately before such merger, consolidation
          or reorganization; and

                    ii)  no  Person  other  than  (1)  the   Company,   (2)  any
          Majority-Owned Subsidiary, (3) any employee benefit plan (or any trust
          forming  a part  thereof)  that,  immediately  prior  to such  merger,
          consolidation or reorganization,  was maintained by the Company or any
          majority-owned subsidiary, or (4) any Person who, immediately prior to
          such merger,  consolidation or reorganization had Beneficial Ownership
          of  thirty  percent  (30%)  or more  of the  then  outstanding  Voting
          Securities or Shares, has Beneficial Ownership of thirty percent (30%)
          or more of the combined  voting power of the  Surviving  Corporation's
          then outstanding voting securities of its common stock.

               b) the sale or other  disposition of all or substantially  all of
          the assets of the  Company to any Person  (other  than a transfer to a
          Majority-Owned   Subsidiary  or  the  distribution  to  the  Company's
          stockholders of the stock of a Majority-Owned  Subsidiary or any other
          assets).

               Notwithstanding  the foregoing,  a Change in Control shall not be
          deemed to occur  solely  because  any Person  (the  "Subject  Person")
          acquired Beneficial Ownership of more than the permitted amount of the
          then  outstanding  Shares  or  Voting  Securities  as a result  of the
          acquisition of Shares or Voting  Securities by the Company  which,  by
          reducing the number of Shares or Voting  Securities then  outstanding,
          increases the proportional  number of shares Beneficially Owned by the

                                       6
<PAGE>

          Subject Persons, provided that if a Change in Control would occur (but
          for the operation of this sentence) as a result of the  acquisition of
          Shares or Voting  Securities  by the  Company,  and after  such  share
          acquisition by the Company,  the Subject Person becomes the Beneficial
          Owner of any additional  Shares or Voting  Securities  which increases
          the  percentage of the then  outstanding  Shares or Voting  Securities
          Beneficially  Owned by the  Subject  Person,  then a Change in Control
          shall occur.

     (d)  "Consultant"  means any  consultant  or advisor  that  qualifies as an
          "employee"  within the meaning of the rules applicable to Form S-8, as
          in  effect  from  time to time,  of the  Securities  Act of  1933,  as
          amended.

     (e)  "Continuous   Status"  means  the  employment  or  relationship  as  a
          Consultant is not  interrupted or terminated.  The Board of Directors,
          in its sole discretion,  may determine whether Continuous Status as an
          Employee or Consultant shall be considered interrupted in the case of:
          (i) any leave of absence approved by the Board of Directors, including
          sick leave,  military  leave,  or any other  personal  leave;  or (ii)
          transfers  between  locations  of the Company or between the  Company,
          Affiliates or their successors.

     (f)  "Fair Market Value" means as of any particular date, the closing sales
          prices  of the  Common  Stock on such date on the  principal  national
          securities  exchange on which such Common  Stock is listed or admitted
          trading,  or, if not so listed or admitted to trading,  the average of
          the closing  bid price and closing  asked price on such date as quoted
          on the National  Association of Securities Dealers Automated Quotation
          System or such other market in which such prices are regularly  quoted
          (including the Over-the-Counter Bulletin Board), or if there have been
          no published bid or asked  quotations with respect to the Common Stock
          on such date, Fair Market Value shall be the value  established by the
          Board of Directors in good faith.

     (g)  "Person"  means a  natural  person  or any  corporation,  partnership,
          limited liability company or other entity.

11. Adjustments.  In the event of a Change in Capitalization,  the Company shall
make such  adjustments  to the  number  and  class of  Shares or other  stock or
securities subject to the Option and the purchase price for such Shares or other
stock or securities as the Board of Directors, in its sole discretion,  believes
is equitably  required to prevent  dilution or enlargement of the rights granted
hereunder.

12. Withholding of Taxes. Upon exercise of the Option,  Optionee will pay to the
Company (or make arrangements satisfactory to the Company that are in compliance
with  applicable  laws),  any U.S.  federal,  state  or local  taxes of any kind
required by law to be withheld  with respect of the exercise of the Option.  The
Company and/or its Subsidiaries  shall, to the extent permitted by law, have the
right to deduct from any payment of any kind  otherwise due to Optionee any U.S.
federal,  state or local taxes of any kind  required by law to be withheld  with
respect to the exercise of the Option. The Optionee may elect to have withheld a
portion of the Shares  issuable  upon exercise of the Option having an aggregate

                                       7
<PAGE>

fair market value, on the date preceding the date of such issuance, equal to the
taxes required to be withheld.

13.  Application  of Section 16 of the  Securities  Act.  The  Optionee has been
advised  that the  Optionee  may be subject  to the  reporting  requirements  of
Section  16(a) of the  Securities  Exchange  Act of 1934 (the "`34 Act") and the
holder may be subject to insider trading restrictions and reporting requirements
on the purchase and sale of securities of the Company imposed under the `34 Act.

14. Successors and Assigns.  The Company may assign any of its rights under this
agreement to single or multiple assignees, and this Agreement shall inure to the
benefit  of  the  successors  and  assigns  of  the  Company.   Subject  to  the
restrictions on transfer herein set forth,  this agreement shall be binding upon
Optionee  and  his or  her  heirs,  executors,  administrators,  successors  and
assigns.

15.  Governing  Law;  Severability.  This  Agreement  shall be  governed  by and
constructed in accordance with the laws of the State of Delaware  excluding that
body of law  pertaining  to  conflicts  of law.  Should  any  provision  of this
agreement be  determined by a court of law to be illegal or  unenforceable,  the
other   provisions  shall   nevertheless   remain  effective  and  shall  remain
enforceable.

16.  Notices.  Any notice  required  or  permitted  hereunder  shall be given in
writing and shall be deemed  effectively  given upon  personal  delivery or upon
deposit in the United  States  mail by  certified  mail,  with  postage and fees
prepaid,  addressed  to the other party at its address  shown below  beneath its
signature,  or to such other  addresses  as such party may  designate in writing
from time to time with the other party.

17. Further  Instruments.  The parties agree to execute such further instruments
and to take such further action as may be reasonably  necessary to carry out the
purposes and intent of this Agreement.

18.  Modification  of  Agreement.  This  Agreement  may  be  modified,  amended,
suspended or terminated,  and any terms or conditions may be waived, but only by
a written instrument executed by the parties hereto.

19.  Severability.  Should any provision of this Agreement be held by a court of
competent  jurisdiction  to be  unenforceable  or invalid  for any  reason,  the
remaining provisions of this Agreement shall not be affected by such holding and
shall continue in full force in accordance with their terms.

20.  Counterparts.  This Agreement may be executed in two or more  counterparts,
each of which shall be deemed an original and all of which shall  constitute one
document.

                          theglobe.com, inc.
                          110 E. Broward Blvd
                          Suite 1400
                          Fort Lauderdale, FL 33301


                                       8
<PAGE>

     IN WITNESS  WHEREOF,  the parties have signed this Agreement as of the ____
day of _____________, 2003.

      theglobe.com, inc.

      By:___________________________

      Name:_________________________

      Title:________________________


Optionee  hereby  accepts this Option subject to all of the terms and provisions
hereof.  Optionee has reviewed this Option in it's entirety,  had an opportunity
to  obtain  the  advice of  counsel  prior to  executing  this  Option  and full
understands  all provisions of the Option.  Optionee  hereby agrees to accept as
binding  conclusive  and final all decisions or  interpretations  of the Company
upon any questions  arising under the Option.  Optionee further agrees to notify
the Company upon any changes in the residence address indicated below.


Dated: ______________, 2003


      ------------------------------------
      Kellie L. Smythe


      Mailing Address:

      110 East Broward Boulevard, 14th Floor
      Fort Lauderdale, FL 33301


                                       9

<PAGE>

                                    EXHIBIT A

                               THEGLOBE.COM, INC.

                                 EXERCISE NOTICE


theglobe.com, inc.

Attention:  Secretary

1.  Exercise  of  Option.  Effective  as  of  today,  __________,   ______,  the
undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase
_________ shares of the Common Stock (the "Shares") of  theglobe.com,  inc. (the
"Company") under and pursuant to the Non-Qualified  Stock Option Agreement dated
__________, __________, (the "Option Agreement")

2.  Representations  of  Optionee.   Optionee  acknowledges  that  Optionee  has
received, read and understood the Option Agreement.  Optionee agrees to abide by
and be bound by their terms and conditions.

3. Rights as Stockholder.  Until the stock certificate evidencing such Shares is
issued (as evidenced by the appropriate  entry on the books of the Company or of
a duly  authorized  transfer agent of the Company),  no right to vote or receive
dividends  or any other  rights as a  stockholder  shall  exist with  respect to
Shares subject to the Option,  notwithstanding  the exercise of the Option.  The
Company  shall  issue (or cause to be issued)  such stock  certificate  promptly
after the Option is  exercised.  No  adjustment  will be made for a dividend  or
other right for which the record date is prior to the date the stock certificate
is issued, except as provided in Section IV of Article One of the Plan. Optionee
shall enjoy rights as a stockholder  until such time as Optionee disposes of the
Shares.

4. Tax Consultation.  Optionee  understands that Optionee may suffer adverse tax
consequences  as a result of Optionee's  purchase or  disposition of the Shares.
Optionee  represents  that  Optionee  has  consulted  with  any tax  consultants
Optionee deems  advisable in connection  with the purchase or disposition of the
Shares and that Optionee is not relying on the Company for any tax advice.

5. Restrictive Legends.
   --------------------

     (a) Legends.  Optionee  understands and agrees that the Company shall cause
any other legends that may be required by state or federal securities laws to be
placed upon any certificate(s) evidencing ownership of the Shares.

     (b) Refusal to Transfer.  The Company shall not be required (i) to transfer
on its  books  any  shares  that have  been  sold or  otherwise  transferred  in
violation of any of the  provisions of this  Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay  dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.


<PAGE>

6.  Successors and Assigns.  The Company may assign any of its rights under this
agreement to single or multiple assignees, and this Agreement shall inure to the
benefit  of  the  successors  and  assigns  of  the  Company.   Subject  to  the
restrictions on transfer herein set forth,  this agreement shall be binding upon
Optionee  and  his or  her  heirs,  executors,  administrators,  successors  and
assigns.

7.  Governing  Law;  Severability.  This  Agreement  shall  be  governed  by and
constructed in accordance with the laws of the State of Delaware  excluding that
body of law  pertaining  to  conflicts  of law.  Should  any  provision  of this
agreement be  determined by a court of law to be illegal or  unenforceable,  the
other   provisions  shall   nevertheless   remain  effective  and  shall  remain
enforceable.

8. Notices. Any notice required or permitted hereunder shall be given in writing
and shall be deemed  effectively given upon personal delivery or upon deposit in
the United  States  mail by  certified  mail,  with  postage  and fees  prepaid,
addressed to the other party at its address shown below  beneath its  signature,
or to such other  addresses as such party may  designate in writing from time to
time with the other party.

9. Further  Instruments.  The parties agree to execute such further  instruments
and to take such further action as may be reasonably  necessary to carry out the
purposes and intent of this Agreement.

10.  Delivery of  Payment.  Optionee  herewith  delivers to the Company the full
Exercise Price for the Shares, as well as any applicable withholding tax.


<PAGE>


11. Entire Agreement.  The Option Agreement is incorporated herein by reference.
This Agreement and the Option  Agreement  constitute the entire agreement if the
parties and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter hereof.



Submitted by:                       Accepted by:

Optionee:                           theglobe.com, inc.


_______________________________     By:___________________________

                                    Its:__________________________


Address:

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