AMENDED, RESTATED AND CONSOLIDATED
                                PROMISSORY NOTE

THIS AMENDED, RESTATED AND CONSOLIDATED PROMISSORY NOTE REPLACES, AMENDS,
RESTATES AND CONSOLIDATES THAT CERTAIN PROMISSORY NOTE BY BORROWER IN FAVOR OF
LENDER IN THE ORIGINAL PRINCIPAL AMOUNT OF $40,000 DATED DECEMBER ___, 2002.


U.S.  $160,000.00                                   Dated  February  ____,  2003

                                    RECITALS:

     A.  theglobe.com,  Inc., a Delaware corporation, (the "Lender"), has loaned
to  [              *              ],  a  New  York corporation (the "Borrower"),
Eighty  Thousand  U.S.  Dollars  (U.S.  $80,000.00)  ("Initial  Loan").

     B.   Pursuant  to the terms of a Loan and Purchase Option Agreement of even
date  between  the Lender and the Borrower, among others (the "Loan Agreement"),
Lender is making to Borrower an additional loan in the amount of Eighty Thousand
U.S.  Dollars  (U.S. $80,000.00) ("Additional Loan") (the "Initial Loan" and the
"Additional  Loan"  collectively  referred  to  as  the  "Loan").

     C.  The  timing and conditions to funding of the Additional Loan are as set
forth  in  the  Loan  Agreement.

     D.  Borrower  represents  that  it  used,  or  will use, the funds from the
Initial  Loan  solely  for  its  working capital and general corporate purposes.

     E.  Borrower  further  covenants  that  it  will  use  the  funds  from the
Additional  Loan  solely  for  operating  expenses incurred on or after the date
first  set  forth  above.

     FOR  VALUE  RECEIVED, Borrower unconditionally promises to pay to the order
of  the Lender on December 12, 2003 (the "Loan Payment Date") in lawful money of
the  United States of America, in immediately available funds, the principal sum
of  One  Hundred  Sixty Thousand U.S. Dollars (U.S. $160,000.00) (the "Principal
Amount")  or  such  lesser  amount as may then be outstanding at such date, with
interest  payable  at  the  Interest Rate, as hereinbelow defined, from the date
hereof  until  the  Loan  Payment  Date.

          1.   INTEREST  PAYMENTS.  Borrower  promises  to  pay  interest on the
               outstanding Principal Amount of this Note from the date hereof at
               the  rate of ten percent (10%) per annum. Interest payments shall
               be  calculated  on  the  basis  of  a  365 day year. The interest
               payment  will  be  due and payable through the Loan Payment Date.

          2.   DEFAULT.  In  the event of the continuation of any default in the
               payment of any interest or principal under this Note for a period
               of  five  (5)  days  after  such payment becomes due, or upon the


<PAGE>
               occurrence  of  any  other  "Event of Default" (as defined in the
               Security  Agreement  and  after  giving  affect to any applicable
               notice  and  cure periods as specified in the Security Agreement)
               under  the  Security  Agreement  (as defined in Section 3 below),
               then  the  Lender  may declare the entire unpaid principal amount
               outstanding,  together with interest accrued thereon, immediately
               due and payable and/or increase the Interest Rate under this Note
               to  the  maximum  interest  rate  permitted  by  applicable  law.

          3.   SECURITY.  As  security  for  the  performance  of  Borrower's
               obligation  under  this Promissory Note, Borrower shall cooperate
               fully with Lender in executing any and all documents, including a
               UCC-1,  necessary  to  secure  this  Promissory  Note  as a first
               priority  security  interest  in  all  of Borrower's tangible and
               intangible assets, including all goodwill, intellectual property,
               agreements  and  Memoranda  of  Understanding,  all  as  further
               provided  in  the  Security  Agreement  of  even date between the
               Lender  and  the Borrower (the "Security Agreement"). Lender will
               share  the  above  security interest, on  a pro rata  basis, with
               [       *      ]  and  [       *      ]  to  the  extent  of  the
               first  priority  security interests  that each of [      *      ]
               and [      *      ] has in the above property of Borrower.

          4.   PRINCIPAL  REPAYMENT.  Borrower  promises  to pay to the order of
               Lender  the  entire outstanding Principal Amount, and all accrued
               and  unpaid  interest,  fees  and costs on the Loan Payment Date.

          5.   PAYMENT  OF  INTEREST  AND  PRINCIPAL.  The  Loan,  including all
               outstanding  principal  and interest, shall be due and payable on
               the  Loan  Payment Date, except in the event Lender elects not to
               exercise  the  Purchase  Option,  described in the Loan Agreement
               (incorporated  herein  and  made  a  part  hereof)  (hereinafter
               "Purchase  Option"), then the Loan will be due and payable twelve
               months  from  the  earlier of: (a) Lender's tendering to Borrower
               notice  that Lender will not be exercising the Purchase Option or
               (b)  the  expiration  of  the  Purchase  Option.

                    In  the  event  Borrower elects not to exercise the Purchase
               Option, then the outstanding principal amount of the Loan will be
               reduced  to One Hundred Thousand U.S. Dollars (U.S. $100,000.00),
               provided,  however,  if  within  one  (1)  year  from  such date,
               Borrower  obtains  financing  from an unrelated third party, then
               the  outstanding principal amount of the Loan, due and payable in
               accordance  with the terms hereinabove, will be One Hundred Sixty
               Thousand  U.S.  Dollars  (U.S.  $160,000.00).

          6.   PREPAYMENTS.

                    (a)  Borrower may prepay this Promissory Note in whole or in
               part at any time prior to the Loan Payment Date, without penalty.


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<PAGE>
                    (b)  Partial  prepayments  of  this Promissory Note shall be
               applied  first  to  accrued  and unpaid interest on the Principal
               Amount  of  this Promissory Note and then to the Principal Amount
               then  outstanding.

          7.   WAIVER OF PRESENTMENT. Borrower and all endorsers, guarantors and
               all  persons  who  are  liable or who may hereafter become liable
               under  this  Promissory  Note,  jointly  and  severally,  hereby
               expressly  waive  presentment  for  payment,  demand,  notice  of
               nonpayment,  notice  of dishonor, protest of any dishonor, notice
               of  protest, diligence in collection and notice of any other kind
               in connection with this Promissory Note, except where such waiver
               of  presentment  is  in  conflict  with  Section  7  hereof.

          8.   GOVERNING  LAW.  This  Note shall be construed in accordance with
               and  governed  by the internal laws and decisions of the State of
               Florida  (without  giving  effect  to  choice of law principles).

          9.   NOTICES. Any notice, demand, request or other communication which
               any  party hereto may be required or may desire to give hereunder
               shall  be  sufficiently  given (i) on the date of transmittal, if
               personally delivered, (ii) on the business day after transmittal,
               if  sent  by  facsimile  (with  a  confirming  copy  mailed  by
               international  air  mail),  and  (iii) on the third day following
               posting  if  mailed  postage  prepaid,  by  registered  air mail,
               addressed  as  follows:



               If  to  Borrower:     [        *        ]

               If  to  Lender:       theglobe.com,  Inc.
                                     110  East Broward Blvd,  Suite 1400
                                     Fort Lauderdale, Fl. 33301
                                     Attention:  President

          10.  MODIFICATION,  WAIVER.  No  modification,  waiver,  amendment,
               discharge  or  change of this Note shall be valid unless the same
               is  in  writing  and  signed  by  the  party  against  which  the
               enforcement of such modification, waiver, amendment, discharge or
               change  is  sought.

          11.  SUCCESSORS  AND  ASSIGNS. This Note shall inure to the benefit of
               and  shall  be binding on the parties hereto and their respective
               successors  and  assigns.


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<PAGE>
     The  undersigned  has  executed  this Note as of the day and year first set
forth  above.

                                         [        *        ]


                                         By:  __________________________________
                                         Name:  [        *        ]
                               Title:  President




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