Exhibit 10.2

                              EMPLOYMENT AGREEMENT

         AGREEMENT,  dated as of August 1, 2003,  by and  between  theglobe.com,
inc.,  a  Delaware   corporation  (the   "Company"),   and  Edward  A.  Cespedes
("Executive").

         IN  CONSIDERATION  of the premises and the mutual  covenants  set forth
below, the parties hereby agree as follows:

         1.  Employment.  The  Company  hereby  agrees  to  continue  to  employ
Executive as the  President of the Company,  and Executive  hereby  accepts such
continued employment, on the terms and conditions hereinafter set forth.

         2. Term.  The period of  employment  of Executive by the Company  under
this Agreement (the "Employment  Period") shall commence on the date hereof (the
"Commencement  Date") and shall continue through the first anniversary  thereof;
provided,  that, the Employment  Period shall  automatically  extend for one day
each day unless either the Company or Executive  provides  written notice to the
other not to further extend the Employment  Period. The Employment Period may be
sooner  terminated  by  either  party  in  accordance  with  Section  6 of  this
Agreement.

         3. Position and Duties.  During the Employment Period,  Executive shall
serve as President,  and shall report solely and directly to the Company's  CEO,
Michael S. Egan ("CEO").  Executive  shall have those powers and duties normally
associated with the position of President of entities  comparable to the Company
and such other  powers and duties as may be  prescribed  by the Board;  provided
that, such other powers and duties are consistent with  Executive's  position as
President of the Company.  Executive  shall devote as much of his working  time,
attention and energies  during normal business hours (other than absences due to
illness or  vacation)  to  satisfactorily  perform  his duties for the  Company.
Notwithstanding  the above,  Executive  shall be  permitted,  to the extent such
activities do not  substantially  interfere with the performance by Executive of
his duties and  responsibilities  hereunder to (i) manage Executive's  personal,
financial and legal affairs and (ii) to serve as an employee,  consultant, agent
or a member of board of  directors  of other  entities  with the  consent of the
Board (it being  expressly  understood  and agreed  that  Executive's  continued
service in any such  capacity to any other  entity as of the  Commencement  Date
shall be deemed not to interfere with the performance by Executive of his duties
and  responsibilities  under this Agreement).  During the Employment Period, the
Company  shall use its best efforts to ensure that the  Executive is a member of
the Board,  it being  understood  that the Executive shall receive no additional
compensation for service as a director.

         4. Place of Performance. The principal place of employment of Executive
shall  be at the  Company's  principal  executive  offices  in Fort  Lauderdale,
Florida.

         5. Compensation and Related Matters.

              (a) Base  Salary  and  Guaranteed  Bonus.  During  the  Employment
Period,  the Company  shall pay  Executive a base salary at the rate of not less
than $250,000 per year ("Base Salary"). Executive's Base Salary shall be paid in

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approximately  equal  installments  in accordance  with the Company's  customary
payroll practices.  The Compensation Committee (the "Committee") of the Board of
Directors of the Company (the "Board") shall review  Executive's Base Salary for
increase (but not decrease) no less frequently than annually and consistent with
the  compensation  practices and guidelines of the Company.  If Executive's Base
Salary is  increased  by the  Company,  such  increased  Base Salary  shall then
constitute  the Base Salary for all purposes of this  Agreement.  In addition to
Base  Salary,  Executive  shall be paid a minimum  guaranteed  annual bonus (the
"Guaranteed  Bonus") of $50,000 on each  December  31 of the  Employment  Period
(pro-rated  for partial  years) if the annual bonus  payable under 5 (b) is less
then $1,000,000 (one million dollars) for that fiscal year.

              (b) Bonus Pool.  The Company shall  establish an annual bonus pool
("Bonus  Pool") that will be funded based on a percentage  of pre-tax  operating
income.  The positions eligible for this Bonus Pool are the Chairman and CEO and
the President.  The  percentage of operating  income to fund the Bonus Pool will
not be less  than  as set  forth  in the  attached  Bonus  Pool  Schedule.  Each
Executive  shall be  allocated  50% of the Bonus  Pool.  The Bonus shall be paid
whether or not  Executive  is employed at the time it would  otherwise  be paid;
provided, that, it shall be pro-rated for partial years of employment,  based on
the number of days Executive was employed  during such fiscal year over 365. For
purposes of calculating pre-tax operating income, all nonrecurring extraordinary
expenses and any impact on pre-tax  operating  income for payment of the bonuses
under the Bonus Pool shall be excluded.

              (c) Expenses.  The Company shall promptly reimburse  Executive for
all reasonable  business  expenses upon the presentation of reasonably  itemized
statements  of such  expenses in  accordance  with the  Company's  policies  and
procedures  now in force or as such policies and procedures may be modified with
respect to all senior executive officers of the Company.

              (d)  Vacation.  Executive  shall be  entitled to at least four (4)
weeks of paid  vacation per year in  accordance  with Company  policy for senior
officers. In addition to vacation,  Executive shall be entitled to sick days and
personal days in accordance with Company policy for senior officers.

              (e) Welfare,  Pension and Incentive Benefit Plans and Perquisites.
During the  Employment  Period,  Executive (and his spouse and dependents to the
extent  provided  therein)  shall be entitled to  participate  in and be covered
under all the welfare  benefit plans or programs  maintained by the Company from
time to  time  for the  benefit  of its  senior  executives  including,  without
limitation, all medical,  hospitalization,  dental, life insurance,  disability,
accidental  death and  dismemberment  and travel  accident  insurance  plans and
programs.  The Company shall at all times  provide to Executive  (and his spouse
and dependents to the extent  provided  under the applicable  plans or programs)
(subject to modifications affecting all senior executive officers) the same type
and levels of  participation  and benefits as are being provided to other senior
executives  (and their spouses and  dependents to the extent  provided under the
applicable plans or programs) on the Commencement Date. In addition,  during the
Employment  Period,  Executive  shall be eligible to participate in all pension,
retirement,  savings and other  employee  benefit plans and programs  maintained
from time to time by the Company for the benefit of its senior executives.




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         (f) Equity-Based Compensation.

              (i) During the Employment  Period, the Executive shall be entitled
to participate in all equity-based compensation plans and programs maintained by
the Company and applicable generally to senior executives in accordance with the
terms thereof.



              (ii) The Company  represents  and  warrants to  Executive  that it
shall take all  necessary  action such that the shares of common stock  issuable
upon exercise of options granted to the Executive by the Company to acquire such
stock  are  registered  on Form  S-4 or Form  S-8 (or  any  successor  or  other
appropriate forms).

         6.  Termination.  Executive's  employment  hereunder  may be terminated
during the Employment Period under the following circumstances:

              (a) Death.  Executive's  employment hereunder shall terminate upon
his death.

              (b) Disability.  If, as a result of Executive's  incapacity due to
physical or mental illness,  Executive shall have been  substantially  unable to
perform  his  duties  hereunder  for an entire  period of three (3)  consecutive
months, and within thirty (30) days after written Notice of Termination is given
after such three (3) month  period,  Executive  shall not have  returned  to the
substantial  performance of his duties on a full-time  basis,  the Company shall
have the right to terminate  Executive's  employment hereunder for "Disability",
and such  termination  in and of itself  shall not be, nor shall it be deemed to
be, a breach of this Agreement.

              (c)  Cause.   The  Company  shall  have  the  right  to  terminate
Executive's  employment for Cause,  and such  termination in and of itself shall
not be, nor shall it be deemed to be, a breach of this  Agreement.  For purposes
of this  Agreement,  the Company  shall have  "Cause" to  terminate  Executive's
employment upon Executive's:

                  (i) final  conviction  of or plea of guilty or no contest to a
         felony involving moral turpitude; or

                  (ii) willful  misconduct  that is materially and  demonstrably
         injurious economically to the Company.

For purposes of this Section 6(c), no act, or failure to act, by Executive shall
be considered  "willful"  unless committed in bad faith and without a reasonable
belief that the act or omission was in the best  interests of the Company or any
entity in control of,  controlled  by or under  common  control with the Company
("Affiliates")  thereof.  Cause shall not exist under  paragraph (ii) unless and
until the Company has delivered to Executive a copy of a resolution duly adopted
by  three-quarters  of the Board  (excluding  Executive  if he should be serving
thereon)  at a meeting  of the Board  called  and held for such  purpose  (after
reasonable  (but in no event less than thirty (30) days) notice to Executive and
an opportunity for Executive,  together with his counsel, to be heard before the
Board),  finding  that in the good faith  opinion of the  Board,  Executive  was
guilty of the conduct set forth in paragraph (ii) and specifying the particulars
thereof  in  detail.   This  Section  6(c)  shall  not  prevent  Executive  from
challenging in any  arbitration or court of competent  jurisdiction  the Board's
determination that Cause exists or that Executive has failed to cure any act (or
failure to act) that purportedly formed the basis for the Board's determination.



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              (d) Good Reason.  Executive may terminate his employment for "Good
Reason"  within  ninety (90) days after  Executive  has actual  knowledge of the
occurrence,  without the written  consent of Executive,  of one of the following
events:

                  (i) (A) any change in the duties,  responsibilities (including
         reporting responsibilities) or status of Executive that is inconsistent
         in any  material  and adverse  respect  with  Executive's  position(s),
         duties,  responsibilities  or status  with the Company  (including  any
         material and adverse  diminution  of such duties,  responsibilities  or
         status) or (B) a material and adverse change in  Executive's  titles or
         offices  (including,  if applicable,  membership on the Board) with the
         Company;

                  (ii) a reduction in Executive's Base Salary,  Guaranteed Bonus
         or Bonus opportunity;

                  (iii) the  relocation  of the  Company's  principal  executive
         offices or Executive's  own office  location to a location more than 25
         miles outside of Fort Lauderdale, Florida;

                  (iv) any refusal by the Company or any  Affiliate  to continue
         to permit Executive to engage in activities not directly related to the
         business of the Company  which  Executive was permitted to engage as of
         the date of this Agreement;

                  (v) any reason following a Change in Control; or

                  (vi)  any  other  breach  of  a  material  provision  of  this
         Agreement by the Company or any Affiliate.

Executive's right to terminate  employment for Good Reason shall not be affected
by  Executive's  incapacity  due to mental or physical  illness and  Executive's
continued employment shall not constitute consent to, or a waiver of rights with
respect to, any event or condition constituting Good Reason.

              (e) Without  Cause.  The Company shall have the right to terminate
Executive's  employment  hereunder  without Cause by providing  Executive with a
Notice of Termination at least thirty (30) days prior to such  termination,  and
such termination  shall not in and of itself be, nor shall it be deemed to be, a
breach of this Agreement.

              (f)  Without  Good  Reason.  Executive  shall  have  the  right to
terminate his employment  hereunder without Good Reason by providing the Company
with  a  Notice  of  Termination  at  least  thirty  (30)  days  prior  to  such
termination, and such termination shall not in and of itself be, nor shall it be
deemed to be, a breach of this Agreement.

For purposes of this  Agreement,  a "Change in Control" of the Company means the
occurrence of one of the following events:



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                  (1) individuals who, on the Commencement Date,  constitute the
         Board (the "Incumbent Directors") cease for any reason to constitute at
         least a majority  of the  Board,  provided  that any person  becoming a
         director   subsequent  to  the  Commencement  Date  whose  election  or
         nomination  for election was approved by a vote of at least  two-thirds
         of the Incumbent Directors then on the Board (either by a specific vote
         or by  approval  of the proxy  statement  of the  Company in which such
         person is named as a nominee for  director,  without  objection to such
         nomination) shall be an Incumbent Director;  provided, however, that no
         individual  initially elected or nominated as a director of the Company
         as a result of an actual or threatened election contest with respect to
         directors or as a result of any other actual or threatened solicitation
         of proxies by or on behalf of any person  other than the Board shall be
         an Incumbent Director;

                  (2) any "person"  (as such term is defined in Section  3(a)(9)
         of the Securities Exchange Act of 1934 (the "Exchange Act") and as used
         in Sections  13(d)(3) and 14(d)(2) of the Exchange  Act) is or becomes,
         after the Commencement  Date, a "beneficial  owner" (as defined in Rule
         13d-3 under the Exchange Act), directly or indirectly, of securities of
         the Company  representing  50% or more of the combined  voting power of
         the  Company's  then  outstanding  securities  eligible to vote for the
         election  of the Board (the  "Company  Voting  Securities");  provided,
         however,  that an event  described in this  paragraph  (2) shall not be
         deemed to be a Change in Control  if any of  following  becomes  such a
         beneficial  owner:  (A) the  Company or any  majority-owned  subsidiary
         (provided,  that this exclusion  applies solely to the ownership levels
         of  the   Company   or  the   majority-owned   subsidiary),   (B)   any
         tax-qualified,   broad-based   employee   benefit  plan   sponsored  or
         maintained  by the Company or any  majority-owned  subsidiary,  (C) any
         underwriter  temporarily  holding securities pursuant to an offering of
         such   securities,   (D)  any  person  pursuant  to  a   Non-Qualifying
         Transaction  (as defined in paragraph  (3)),  or (E)  Executive  and/or
         Michael  S. Egan or any group of  persons  including  Executive  and/or
         Michael S. Egan (or any entity  controlled by Executive  and/or Michael
         S. Egan or any group of persons  including  Executive and/or Michael S.
         Egan);

                  (3) the  consummation  of a merger,  consolidation,  statutory
         share exchange or similar form of corporate  transaction  involving the
         Company or any of its  Subsidiaries  that  requires the approval of the
         Company's stockholders, whether for such transaction or the issuance of
         securities  in  the  transaction  (a  "Business  Combination"),  unless
         immediately following such Business  Combination:  (A) more than 50% of
         the  total  voting  power of (x) the  corporation  resulting  from such
         Business   Combination  (the  "Surviving   Corporation"),   or  (y)  if
         applicable, the ultimate parent corporation that directly or indirectly
         has beneficial  ownership of 100% of the voting securities  eligible to
         elect   directors   of   the   Surviving   Corporation   (the   "Parent
         Corporation"),  is represented by Company Voting  Securities  that were
         outstanding  immediately  prior to such  Business  Combination  (or, if
         applicable,  is  represented  by shares into which such Company  Voting
         Securities were converted pursuant to such Business  Combination),  and
         such voting  power among the holders  thereof is in  substantially  the
         same  proportion as the voting power of such Company Voting  Securities
         among  the  holders   thereof   immediately   prior  to  the   Business
         Combination,  (B) no person  (other than any employee  benefit plan (or
         related trust) sponsored or maintained by the Surviving  Corporation or
         the Parent Corporation),  is or becomes the beneficial owner,  directly
         or  indirectly,  of 50%  or  more  of the  total  voting  power  of the


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<PAGE>

         outstanding voting securities eligible to elect directors of the Parent
         Corporation  (or,  if there is no  Parent  Corporation,  the  Surviving
         Corporation) and (C) at least a majority of the members of the board of
         directors  of  the  Parent  Corporation  (or  if  there  is  no  Parent
         Corporation,  the Surviving  Corporation) following the consummation of
         the Business  Combination  were Incumbent  Directors at the time of the
         Board's  approval of the execution of the initial  agreement  providing
         for such Business Combination (any Business Combination which satisfies
         all of the criteria specified in (A), (B) and (C) above shall be deemed
         to be a "Non-Qualifying Transaction"); or

                  (4)  Stockholder  approval of a liquidation  or dissolution of
         the Company,  unless the voting common  equity  interests of an ongoing
         entity  (other  than  a  liquidating  trust)  are  beneficially  owned,
         directly or indirectly,  by the Company's shareholders in substantially
         the  same  proportions  as  such   shareholders   owned  the  Company's
         outstanding  voting common equity interests  immediately  prior to such
         liquidation and such ongoing entity assumes all existing obligations of
         the Company to Executive under this Agreement.

Notwithstanding  the foregoing,  a Change in Control of the Company shall not be
deemed to occur solely because any person acquires beneficial  ownership of more
than 50% of the Company  Voting  Securities  as a result of the  acquisition  of
Company  Voting  Securities  by the Company  which reduces the number of Company
Voting Securities outstanding;  provided, that, if after such acquisition by the
Company such person  becomes the beneficial  owner of Company Voting  Securities
that  increases  the  percentage  of  outstanding   Company  Voting   Securities
beneficially owned by such person, a Change in Control of the Company shall then
occur.

         7. Termination Procedure.

              (a)  Notice  of   Termination.   Any  termination  of  Executive's
employment by the Company or by Executive  during the  Employment  Period (other
than  termination  pursuant to Section  6(a)) shall be  communicated  by written
Notice of Termination  to the other party hereto in accordance  with Section 13.
For purposes of this Agreement,  a "Notice of  Termination"  shall mean a notice
which shall indicate the specific termination provision in this Agreement relied
upon and shall  set  forth in  reasonable  detail  the  facts and  circumstances
claimed to provide a basis for termination of Executive's  employment  under the
provision so indicated.

              (b) Date of Termination.  "Date of Termination"  shall mean (i) if
Executive's  employment is terminated by his death, the date of his death,  (ii)
if Executive's  employment is terminated  pursuant to Section 6(b),  thirty (30)
days  after  Notice  of  Termination  (provided  that  Executive  shall not have
returned  to the  substantial  performance  of his duties on a  full-time  basis
during such thirty (30) day  period),  and (iii) if  Executive's  employment  is
terminated  for any other reason,  the date on which a Notice of  Termination is
given or any  later  date  (within  thirty  (30) days  after the  giving of such
notice) set forth in such Notice of Termination.

         8.  Compensation  Upon Termination or During  Disability.  In the event
Executive is disabled or his employment terminates during the Employment Period,


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the Company  shall  provide  Executive  with the payments and benefits set forth
below.  Executive  acknowledges  and agrees that the  payments set forth in this
Section 8 constitute liquidated damages for termination of his employment during
the Employment Period.

              (a)  Termination By Company without Cause or By Executive for Good
Reason. If Executive's  employment is terminated by the Company without Cause or
by Executive for Good Reason:


                  (i)  within  five (5) days  following  such  termination,  the
         Company shall pay to Executive (A) his Base Salary  through the Date of
         Termination and an amount equal to the product of (x) the higher of (i)
         the  Executive's  average  annual  incentive  paid or payable under the
         Company's  annual incentive plan (or any comparable  predecessor  plan)
         for the last three full fiscal  years,  including  any portion  thereof
         which has been earned but deferred and (ii) the annual  incentive  paid
         or  payable  under the  Company's  annual  incentive  plan for the most
         recently completed fiscal year, including any portion thereof which has
         been earned but deferred  (and  annualized if such fiscal year consists
         of less than  twelve full months or if during  which the  Employee  was
         employed for less than twelve full  months),  (such higher amount being
         referred  to as the  "Highest  Annual  Incentive"),  provided  that for
         purposes of determining  the Highest Annual  Incentive for all purposes
         of this  Agreement,  the term  "annual  incentive"  shall  include  the
         Guaranteed Bonus to the extent paid or payable and (y) a fraction,  the
         numerator  of which is the number of days in the  current  fiscal  year
         through the Date of  Termination,  and the denominator of which is 365;
         (B) any  accrued  vacation  pay  (clauses  (A) and (B) of this  Section
         8(a)(i) collectively referred to as the "Accrued Benefits");  and (C) a
         lump-sum  cash payment  equal to ten (10) times the sum of  Executive's
         Base Salary and Highest Annual Incentive; and

                  (ii) the Company shall maintain in full force and effect,  for
         the continued benefit of Executive, his spouse and his dependents for a
         period of ten (10) years following the Date of Termination the medical,
         hospitalization,   dental,   and  life  insurance   programs  in  which
         Executive, his spouse and his dependents were participating immediately
         prior to the  Date of  Termination  at the  level  in  effect  and upon
         substantially  the  same  terms  and  conditions   (including   without
         limitation  contributions  required by Executive for such  benefits) as
         existed immediately prior to the Date of Termination;  provided,  that,
         if  Executive,   his  spouse  or  his  dependents  cannot  continue  to
         participate  in the  Company  programs  providing  such  benefits,  the
         Company  shall  arrange  to  provide  Executive,  his  spouse  and  his
         dependents  with the economic  equivalent of such  benefits  which they
         otherwise  would have been  entitled  to  receive  under such plans and
         programs  ("Continued  Benefits"),   provided,   that,  such  Continued
         Benefits  shall  terminate  on the  date or  dates  Executive  receives
         equivalent   coverage  and   benefits,   without   waiting   period  or
         pre-existing condition  limitations,  under the plans and programs of a
         subsequent  employer  (such coverage and benefits to be determined on a
         coverage-by-coverage or benefit-by-benefit, basis); and



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                  (iii)  the  Company  shall  reimburse  Executive  pursuant  to
         Section 5 for reasonable expenses incurred,  but not paid prior to such
         termination of employment; and

                  (iv)  Executive   shall  be  entitled  to  any  other  rights,
         compensation  and/or  benefits as may be due to Executive in accordance
         with the terms and provisions of any  agreements,  plans or programs of
         the Company; and

                  (v) with  respect  to  equity  awards  granted  or made to the
         Executive,  whether  before,  on or after the  Commencement  Date, then
         notwithstanding  the terms or  conditions  of any stock  option,  stock
         appreciation right,  restricted stock or similar agreements between the
         Company and Executive to the contrary,  and for purposes thereof,  such
         agreements  shall be  deemed  to be  amended  in  accordance  with this
         Section  8(a)(v) if need be as of the Date of  Termination  and neither
         the  Company,  the Board nor the  Committee  shall  take or assert  any
         position contrary to the foregoing,  such that Executive shall vest, as
         of the Date of Termination,  in all rights under such agreements (e.g.,
         stock options that would  otherwise vest after the Date of Termination)
         and in the case of stock options,  stock appreciation rights or similar
         awards,  thereafter  shall be  permitted  to exercise  any and all such
         rights  until the earlier of (i) the third  anniversary  of the Date of
         Termination and (ii) the end of the term of such awards  (regardless of
         any  termination  of employment  restrictions  therein  contained)  and
         restricted stock held by Executive shall become  immediately  vested as
         of the Date of  Termination.

              (b) Cause or By  Executive  Without Good  Reason.  If  Executive's
employment is  terminated  by the Company for Cause or by Executive  (other than
for Good Reason):

                  (i) the Company shall pay Executive his Accrued Benefits; and

                  (ii) the Company shall reimburse Executive pursuant to Section
         5 for  reasonable  expenses  incurred,  but  not  paid  prior  to  such
         termination of employment; and

                  (iii)  Executive  shall  be  entitled  to  any  other  rights,
         compensation  and/or  benefits as may be due to Executive in accordance
         with the terms and provisions of any  agreements,  plans or programs of
         the Company.

              (c) Disability.  During any period that Executive fails to perform
his duties hereunder as a result of incapacity due to physical or mental illness
("Disability Period"),  Executive shall continue to receive his full Base Salary
set forth in Section 5(a) until his employment is terminated pursuant to Section
6(b). In the event Executive's  employment is terminated for Disability pursuant
to Section 6(b):



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                  (i) the Company  shall pay to Executive  his Accrued  Benefits
         and continue to provide Continued Benefits for one (1) year; and

                  (ii) the Company shall reimburse Executive pursuant to Section
         5 for  reasonable  expenses  incurred,  but  not  paid  prior  to  such
         termination of employment; and

                  (iii)  Executive  shall  be  entitled  to  any  other  rights,
         compensation  and/or  benefits as may be due to Executive in accordance
         with the terms and provisions of any  agreements,  plans or programs of
         the Company.

              (d) Death. If Executive's employment is terminated by his death:

                  (i)  the  Company  shall  pay  in a lump  sum  to  Executive's
         beneficiary,  legal  representatives  or  estate,  as the  case may be,
         Executive's  Accrued Benefits and shall provide  Executive's spouse and
         dependents with Continued Benefits for ten (10) years; and

                  (ii) the  Company  shall  reimburse  Executive's  beneficiary,
         legal  representatives,  or  estate,  as the case may be,  pursuant  to
         Section 5 for reasonable expenses incurred,  but not paid prior to such
         termination of employment; and

                  (iii)  Executive's   beneficiary,   legal  representatives  or
         estate,  as the case may be,  shall be  entitled  to any other  rights,
         compensation  and  benefits as may be due to any such persons or estate
         in accordance with the terms and provisions of any agreements, plans or
         programs of the Company.

              (e)  Additional  Payments.  (i) Anything in this  Agreement to the
contrary notwithstanding,  in the event it shall be determined that any payment,
award,  benefit or  distribution  (or any  acceleration  of any payment,  award,
benefit or distribution) by the Company or any entity which effectuates a Change
in Control (or other  change in  ownership)  to or for the benefit of  Executive
(the  "Payments")  would be subject to the excise tax imposed by Section 4999 of
the Code, or any interest or penalties are incurred by Executive with respect to
such excise tax (such excise tax, together with any such interest and penalties,
are hereinafter  collectively referred to as the "Excise Tax"), then the Company
shall pay to Executive an additional payment (a "Gross-Up Payment") in an amount
such that after  payment by  Executive of all taxes  (including  any Excise Tax)
imposed upon the Gross-Up  Payment,  Executive retains an amount of the Gross-Up
Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y)
the  product  of any  deductions  disallowed  because  of the  inclusion  of the
Gross-Up Payment in Executive's adjusted gross income and the highest applicable
marginal  rate of federal  income  taxation for the  calendar  year in which the
Gross-Up  Payment is to be made. For purposes of  determining  the amount of the
Gross-Up  Payment,  Executive shall be deemed to (A) pay federal income taxes at
the highest  marginal rates of federal income taxes at the highest marginal rate
of taxation for the calendar  year in which the Gross-Up  Payment is to be made,
(B) pay applicable  state and local income taxes at the highest marginal rate of
taxation for the calendar year in which the Gross-Up  Payment is to be made, net
of the maximum  reduction in federal  income taxes which could be obtained  from
deduction  of such  state  and  local  taxes  and (C) have  otherwise  allowable


                                       9
<PAGE>

deductions  for federal  income tax purposes at least equal to those which could
be disallowed  because of the inclusion of the Gross-Up  Payment in  Executive's
adjusted gross income.  Notwithstanding the foregoing provisions of this Section
8(e)(i),  if it shall be  determined  that  Executive  is entitled to a Gross-Up
Payment,  but that the  Payments  would not be  subject to the Excise Tax if the
Payments  were  reduced by an amount  that is less than 5% of the portion of the
Payments that would be treated as "parachute payments" under Section 280G of the
Code,  then the  amounts  payable to  Executive  under this  Agreement  shall be
reduced  (but  not  below  zero) to the  maximum  amount  that  could be paid to
Executive  without giving rise to the Excise Tax (the "Safe Harbor Cap"), and no
Gross-Up  Payment  shall be made to  Executive.  The  reduction  of the  amounts
payable hereunder,  if applicable,  shall be made by reducing first the payments
under Section  8(a)(i)(D),  unless an alternative method of reduction is elected
by Executive. For purposes of reducing the Payments to the Safe Harbor Cap, only
amounts  payable under this Agreement (and no other  Payments) shall be reduced.
If the  reduction  of the  amounts  payable  hereunder  would  not  result  in a
reduction of the Payments to the Safe Harbor Cap, no amounts  payable under this
Agreement shall be reduced pursuant to this provision.

                  (ii)  Subject  to  the  provisions  of  Section  8(e)(i),  all
determinations  required to be made under this Section 8(e),  including  whether
and when a Gross-Up  Payment is required,  the amount of such Gross-Up  Payment,
the reduction of the Payments to the Safe Harbor Cap and the  assumptions  to be
utilized  in  arriving  at such  determinations,  shall be made by a  nationally
recognized  public  accounting  firm  that  is  retained  by  the  Company  (the
"Accounting  Firm").  In the  event  that  the  Accounting  Firm is  serving  as
accountant or auditor for the  individual,  entity or group effecting the Change
in Control (or change in ownership),  Executive may appoint  another  nationally
recognized public accounting firm to make the determinations  required hereunder
(which  accounting  firm  shall  then  be  referred  to as the  Accounting  Firm
hereunder).  The Accounting Firm shall provide detailed supporting  calculations
both to the Company and  Executive  within  fifteen  (15)  business  days of the
receipt  of notice  from the  Company  or the  Executive  that  there has been a
Payment, or such earlier time as is requested by the Company (collectively,  the
"Determination").  All fees and expenses of the  Accounting  Firm shall be borne
solely by the Company and the Company shall enter into any  agreement  requested
by the  Accounting  Firm in  connection  with the  performance  of the  services
hereunder.  The  Gross-up  Payment  under this  Section 8(e) with respect to any
Payments shall be made no later than thirty (30) days following such Payment. If
the Accounting Firm  determines  that no Excise Tax is payable by Executive,  it
shall furnish Executive with a written opinion to such effect, and to the effect
that failure to report the Excise Tax, if any, on Executive's applicable federal
income tax return will not result in the  imposition  of a negligence or similar
penalty.  In the event the Accounting Firm determines that the Payments shall be
reduced  to the Safe  Harbor  Cap,  it shall  furnish  Executive  with a written
opinion  to such  effect.  The  Determination  by the  Accounting  Firm shall be
binding upon the Company and Executive.

                  (iii) As a result of the  uncertainty  in the  application  of
Section 4999 of the Code at the time of the  Determination,  it is possible that
Gross-Up  Payments which will not have been made by the Company should have been
made  ("Underpayment") or Gross-Up Payments are made by the Company which should
not have been made ("Overpayment"), consistent with the calculations required to
be made  hereunder.  In the event that Executive  thereafter is required to make
payment of any Excise Tax or additional  Excise Tax, the  Accounting  Firm shall


                                       10
<PAGE>

determine  the  amount  of the  Underpayment  that  has  occurred  and any  such
Underpayment   (together   with   interest  at  the  rate  provided  in  Section
1274(b)(2)(B)  of the Code) shall be promptly  paid by the Company to or for the
benefit of Executive.  In the event the amount of the Gross-up  Payment  exceeds
the  amount  necessary  to  reimburse  the  Executive  for his Excise  Tax,  the
Accounting Firm shall determine the amount of the Overpayment that has been made
and any such Overpayment (together with interest at the rate provided in Section
1274(b)(2)  of the  Code)  shall be  promptly  paid by  Executive  to or for the
benefit of the Company.  Executive shall  cooperate,  to the extent his expenses
are reimbursed by the Company,  with any  reasonable  requests by the Company in
connection  with any contests or disputes with the Internal  Revenue  Service in
connection with the Excise Tax.

         9.  Mitigation.  Executive  shall not be required  to mitigate  amounts
payable under this Agreement by seeking other employment or otherwise, and there
shall be no offset against amounts due Executive under this Agreement on account
of subsequent employment except as specifically  provided herein.  Additionally,
except to the extent that the  Executive is required to reimburse the Company in
accordance with Section 304 of the  Sarbanes-Oxley  Act of 2002, amounts owed to
Executive under this Agreement shall not be offset by any claims the Company may
have  against  Executive  and the  Company's  obligation  to make  the  payments
provided  for in  this  Agreement  and  otherwise  to  perform  its  obligations
hereunder, shall not be affected by any other circumstances,  including, without
limitation,  any  counterclaim,  recoupment,  defense or other  right  which the
Company may have against Executive or others.

10.  Indemnification.  The Company agrees that if Executive is made a party or a
threatened to be made a party to any action, suit or proceeding,  whether civil,
criminal,  administrative  or investigative (a  "Proceeding"),  by reason of the
fact that  Executive is or was a trustee,  director or officer of the Company or
any subsidiary of the Company or is or was serving at the request of the Company
or any subsidiary as a trustee, director,  officer, member, employee or agent of
another corporation or a partnership,  joint venture, trust or other enterprise,
including,  without limitation,  service with respect to employee benefit plans,
whether or not the basis of such  Proceeding  is alleged  action in an  official
capacity  as a trustee,  director,  officer,  member,  employee  or agent  while
serving as a trustee,  director,  officer,  member, employee or agent, Executive
shall be  indemnified  and held  harmless by the  Company to the fullest  extent
authorized  by Delaware  law, as the same  exists or may  hereafter  be amended,
against all Expenses incurred or suffered by Executive in connection  therewith,
and such  indemnification  shall  continue as to Executive even if Executive has
ceased to be an officer, director, trustee or agent, or is no longer employed by
the  Company  and  shall  inure  to the  benefit  of his  heirs,  executors  and
administrators.  As used in this Agreement,  the term "Expenses"  shall include,
without limitation,  damages, losses, judgments,  liabilities, fines, penalties,
excise taxes,  settlements,  and costs,  attorneys' fees, accountants' fees, and
disbursements and costs of attachment or similar bonds, investigations,  and any
expenses of establishing a right to indemnification under this Agreement. At all
times  during  and after the  Employment  Period,  the  Company  shall  maintain
adequate  directors  and  officers  insurance  for  Executive  to cover any such
liability  (but in no event less than that  maintained for any other director or
officer of the Company).



                                       11
<PAGE>

         11.  Legal  Fees;  Arbitration.  As soon as  administratively  possible
following  the  Commencement  Date and in any  case,  within  10  business  days
thereafter,  the  Company  shall  reimburse  Executive  for his  legal  fees and
expenses  associated with the preparation and negotiation of this Agreement.  If
any  contest  or  dispute  arises  between  the  parties  with  respect  to this
Agreement, such contest or dispute shall be submitted to binding arbitration for
resolution  in Fort  Lauderdale,  Florida  in  accordance  with  the  rules  and
procedures  of  the  Employment   Dispute   Resolution  Rules  of  the  American
Arbitration  Association then in effect. The decision of the arbitrator shall be
final and binding on both parties,  and any court of competent  jurisdiction may
enter  judgment upon the award.  The Company shall pay all expenses  relating to
such arbitration.  In addition, the Company shall pay Executive's legal fees and
expenses  incurred in any such  dispute if he  prevails  on any of the  material
claims raised in such dispute.

         12. Successors; Binding Agreement.

              (a) Company's Successors.  No rights or obligations of the Company
under this Agreement may be assigned or transferred except that the Company will
require  any  successor  (whether  direct  or  indirect,  by  purchase,  merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets of the Company to expressly assume and agree to perform this Agreement in
the same manner and to the same  extent  that the  Company  would be required to
perform it if no such  succession  had taken place.  As used in this  Agreement,
"Company"  shall mean the Company as herein before  defined and any successor to
its business and/or assets (by merger, purchase or otherwise) which executes and
delivers  the  agreement  provided  for in this  Section  12 or which  otherwise
becomes bound by all the terms and  provisions of this Agreement by operation of
law.

              (b) Executive's Successors.  No rights or obligations of Executive
under this Agreement may be assigned or transferred by Executive  other than his
rights to payments or benefits hereunder,  which may be transferred only by will
or the laws of descent and distribution.  Upon Executive's death, this Agreement
and all  rights of  Executive  hereunder  shall  inure to the  benefit of and be
enforceable  by  Executive's  beneficiary  or  beneficiaries,  personal or legal
representatives,   or  estate,  to  the  extent  any  such  person  succeeds  to
Executive's  interests  under this  Agreement.  Executive  shall be  entitled to
select and change a  beneficiary  or  beneficiaries  to receive  any  benefit or
compensation payable hereunder following Executive's death by giving the Company
written  notice  thereof.  In the  event  of  Executive's  death  or a  judicial
determination  of his  incompetence,  reference  in this  Agreement to Executive
shall be deemed, where appropriate, to refer to his beneficiary(ies),  estate or
other legal  representative(s).  If Executive  should die  following his Date of
Termination  while any amounts would still be payable to him hereunder if he had
continued to live, all such amounts unless  otherwise  provided  herein shall be
paid in accordance with the terms of this Agreement to such person or persons so
appointed in writing by Executive,  or otherwise to his legal representatives or
estate.

         13. Notice.  For the purposes of this Agreement,  notices,  demands and
all other communications  provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered  either  personally or by
United States certified or registered mail,  return receipt  requested,  postage
prepaid, addressed as follows:





                                       12
<PAGE>

                  If to Executive:

                  ------------------------

                  ------------------------

                  ------------------------


                  If to the Company:

                  Michael S. Egan
                  110 E. Broward Blvd, 14th Floor
                  Fort Lauderdale, FL 33301


or to such  other  address  as any party  may have  furnished  to the  others in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

         14.  Miscellaneous.  No  provisions  of this  Agreement may be amended,
modified,  or waived  unless  such  amendment  or  modification  is agreed to in
writing signed by Executive and by a duly authorized officer of the Company, and
such waiver is set forth in writing  and signed by the party to be  charged.  No
waiver  by either  party  hereto  at any time of any  breach by the other  party
hereto of any  condition or provision of this  Agreement to be performed by such
other  party  shall be deemed a waiver of similar or  dissimilar  provisions  or
conditions  at the same or at any prior or  subsequent  time.  No  agreements or
representations,  oral or  otherwise,  express or implied,  with  respect to the
subject  matter  hereof  have been made by either  party which are not set forth
expressly  in this  Agreement.  The  respective  rights and  obligations  of the
parties  hereunder of this Agreement  shall survive  Executive's  termination of
employment and the termination of this Agreement to the extent necessary for the
intended   preservation   of  such  rights  and   obligations.   The   validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the  State of  Florida  without  regard to its  conflicts  of law
principles.

         15. Validity.  The invalidity or  unenforceability  of any provision or
provisions of this Agreement shall not affect the validity or  enforceability of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

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

         17. Entire Agreement.  Except as other provided herein,  this Agreement
sets forth the entire  agreement of the parties hereto in respect of the subject
matter contained herein and supersede all prior agreements, promises, covenants,
arrangements,  communications,  representations  or warranties,  whether oral or
written,  by any  officer,  employee or  representative  of any party  hereto in
respect of such  subject  matter.  Except as other  provided  herein,  any prior
agreement  of the  parties  hereto in respect of the  subject  matter  contained
herein is hereby terminated and cancelled.

         18.  Withholding.  All  payments  hereunder  shall  be  subject  to any
required  withholding  of  Federal,  state  and  local  taxes  pursuant  to  any
applicable law or regulation.



                                       13
<PAGE>

         19.  Noncontravention.  The Company  represents that the Company is not
prevented from entering  into, or performing  this Agreement by the terms of any
law,  order,  rule or regulation,  its by-laws or  declaration of trust,  or any
agreement  to which it is a party,  other than  which  would not have a material
adverse effect on the Company's ability to enter into or perform this Agreement.

         20. Section  Headings.  The section  headings in this Agreement are for
convenience of reference only, and they form no part of this Agreement and shall
not affect its interpretation.




                                       14
<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the date first above written.




                               theglobe.com, inc.



                               By:
                                   --------------------------------------
                                   Name:
                                   Title:



                               -------------------------------------------
                               Executive






                                       15
<PAGE>

                               BONUS POOL SCHEDULE

<TABLE>
<CAPTION>
--------------------- ------------------- ------------------ ------------------ ------------------- ------------------
 Pre-Tax Operating        Bonus Pool      Total Bonus Pool    Executive Share    Guaranteed Bonus    Total Bonus for
       Income          Funding Percent         Funding            of Pool                               Executive
--------------------- ------------------- ------------------ ------------------ ------------------- ------------------
<S>                         <C>               <C>                <C>                 <C>                <C>
     $2,000,000             15.0%             $300,000           $150,000            $50,000            $200,000
--------------------- ------------------- ------------------ ------------------ ------------------- ------------------
     $5,000,000             14.5%             $725,000           $362,500            $50,000            $412,500
--------------------- ------------------- ------------------ ------------------ ------------------- ------------------
    $10,000,000             13.5%            $1,350,000          $675,000            $50,000            $725,000
--------------------- ------------------- ------------------ ------------------ ------------------- ------------------
    $20,000,000             12.0%            $2,400,000         $1,200,000                             $1,200,000
--------------------- ------------------- ------------------ ------------------ ------------------- ------------------
    $50,000,000             10.5%            $5,250,000         $2,625,000                             $2,625,000
--------------------- ------------------- ------------------ ------------------ ------------------- ------------------
    $100,000,000             9.0%            $9,000,000         $4,500,000                             $4,500,000
--------------------- ------------------- ------------------ ------------------ ------------------- ------------------
    $200,000,000             8.0%            $16,000,000        $8,000,000                             $8,000,000
--------------------- ------------------- ------------------ ------------------ ------------------- ------------------
    $500,000,000             7.0%            $35,000,000        $17,500,000                            $17,500,000
--------------------- ------------------- ------------------ ------------------ ------------------- ------------------
    $800,000,000             5.0%            $40,000,000        $20,000,000                            $20,000,000
--------------------- ------------------- ------------------ ------------------ ------------------- ------------------
</TABLE>


                                       16