[GRAPHIC  OMITTED]
theglobe.com



                       LOAN AND PURCHASE OPTION AGREEMENT


     This Loan and Purchase Option Agreement ("Agreement") is entered into as of
the  ___  day  of  February,  2003  by  and among theglobe.com, inc., a Delaware
corporation  ("Buyer"), [                    *                  ],  a  New  York
corporation  ("Company"), and [              *              ], individually, and
[              *              ], individually and as power of attorney on behalf
of  all  of  the  remaining  holders of all of the issued and outstanding common
stock  of  the  Company as set forth on Schedule A (collectively, the "Sellers",
and including [              *              ] as the "Sellers' Representative").
[              *              ]  and  [              *              ]  are
sometimes collectively referred to herein as the "Operating Sellers."

          WHEREAS, the Company currently owes the Buyer the sum of $40,000, plus
interest,  under  an  outstanding  bridge  loan dated December 12, 2002, and was
subsequently  loaned  an additional $40,000 on the same terms (collectively, the
"Bridge  Loan");

          WHEREAS,  the  Buyer  has  agreed  to  loan the Company the additional
amount  of  $80,000  (the  "Additional Amount"), which will result in an overall
loan  in  the  aggregate  principal  amount  of  $160,000;

          WHEREAS,  the parties wish to replace the Bridge Loan by consolidating
all  the money owed by the Company thereunder into this Agreement subject to and
upon  the  terms  and  conditions  herein  set  forth;  and

          WHEREAS, as an inducement to the Buyer to make the Operating Loan, the
Sellers  wish  to  grant  the  Buyer  the option to acquire all of the shares of
capital  stock  owned  by  them in the Company under the terms set forth in this
Agreement.

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

     A.   The  Operating  Loan.
          --------------------

          1.  The  Operating  Loan  and  Funding.  Within  two  business days of
execution  of  this  Agreement,  the  Buyer  will  loan  Forty  Thousand Dollars
($40,000)  to  the Company pursuant to a loan commitment in the aggregate amount
of  One Hundred Sixty Thousand Dollars ($160,000) (inclusive of the Bridge Loan)
(the  "Operating  Loan").  Subject to compliance by the Company and Sellers with
the  terms  of  this  Agreement,  the  Buyer  agrees to fund the remaining Forty
Thousand  Dollars  ($40,000)  of  the  Operating  Loan  on  March  12, 2003. The


<PAGE>
Additional  Amount  of  the  Operating  Loan  will  be used solely for operating
expenses  incurred  on  and after the date of this Agreement. The Operating Loan
will  mature  on  December 12, 2003, with all outstanding principal and interest
being  due in one lump sum on such date except as provided in the next sentence.
If the Buyer elects not to exercise the Purchase Option (as defined below), then
(i)  the  Operating Loan will mature twelve months following the earlier of: (a)
notice  at any time from the Buyer that it is not exercising the Purchase Option
or  (b)  the  expiration  of the Purchase Option, with equal monthly payments of
principal  and  interest  being  made on a straight amortization basis, and (ii)
sixty  thousand  dollars  of  the  amount  of  the Operating Loan will be deemed
forgiven  (the "Forgiven Amount"); provided, however, if within one year of such
date  the  Company  obtains  financing  from  any unrelated third party the full
amount of the Operating Loan (including the Forgiven Amount) will be immediately
due  and  payable.  The Operating Loan shall be represented by a Promissory Note
(which  shall  subsume  and supercede the promissory note relating to the Bridge
Loan)  in  the  form  attached  hereto  as Exhibit A which shall be executed and
delivered  by  the  Company  concurrent with the execution of this Agreement.

          2.  Security  for the  Operating Loan.  As  security for the Company's
obligations  to  the  Buyer,  the  Company  does  hereby grant the Buyer a first
priority  security  interest in and to all of the tangible and intangible assets
of the Company, including without limitation, "goodwill", intellectual property,
and  the  Company's  contractual  rights  with  third  parties,  all  as further
described  in the Security Agreement attached hereto as Exhibit B (the "Security
Agreement").  Buyer will share, on a pro rata basis, the above security interest
with  [              *              ]  ("[              *              ]") and [
*              ]  ("[              *              ]") to the extent of the first
priority  security  interest  that each of [              *              ] and [
*              ]  has  in  the  above  property.  The  Company shall execute and
deliver  the Security Agreement concurrently with this Agreement.  Such Security
Agreement  will  included  a  joinder  by  [              *              ] and [
*              ] pursuant to which they consent to such shared security interest
and  the  provisions  of  Paragraph  C.2  hereof.  The Company further agrees to
promptly execute and deliver all other documentation reasonably requested by the
Buyer to further reflect, implement and perfect the foregoing security interest.
This  Agreement,  the  Promissory  Note and the Security Agreement are sometimes
collectively  referred  to  herein  as  the  "Loan  Documents."

          3.  Accrued Compensation Subordination. The Sellers (together with the
persons  identified  on Schedule D.1 hereof, each of which shall contemporaneous
with this Agreement execute and deliver a Subordination Agreement in the form of
Exhibit  C)  agree  to  subordinate  and defer payment of all accrued and unpaid
compensation,  if  any,  owed  to  them  (approximately  Two Hundred Twenty Four
Thousand  and  Five Hundred Dollars ($224,500) as of the date of this Agreement)
for services rendered (the "Accrued Compensation") to repayment of the Operating
Loan  (including  the  Bridge  Loan)  except  as  provided in the next sentence.
Notwithstanding repayment of the Operating Loan, in the event of exercise of the
Purchase  Option,  the  Sellers  and  other  persons  whom  are  owed  Accrued
Compensation further agree that they shall be entitled to payment of the Accrued
Compensation  only  to  the extent so provided in Section 5 of the Subordination
Agreement.

          4.  Election  to  Increase  Funding.  At its discretion, the Buyer may
elect  to  increase the amount of funding under the Operating Loan on a month to
month basis on the same terms as outlined above, including without limitation as
to security and the subordination. The Company and the Sellers agree to promptly


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execute and deliver all other documentation reasonably requested by the Buyer to
further reflect, implement and document any such increased funding.

          5.  Conditions  Precedent to Additional Funding. The obligation of the
Buyer  to  fund  the Additional Amount of the Operating Loan shall be subject to
satisfaction  of the following conditions precedent at the time of each funding:
(i)  all representations, warranties, covenants and statements made by or behalf
of  the Company or any Seller in any of the Loan Documents or the Stock Purchase
Agreement  (as  defined below and incorporated herein) shall be true and correct
in  all  material  respects; (ii) there shall not have been any material adverse
change  in  the  condition  (financial  or  otherwise),  operations,  assets,
liabilities  or  prospects  of  the  Company, as determined in Buyer's sole good
faith  discretion;  and  (iii)  there  shall  not  be  voluntary  or involuntary
bankruptcy, insolvency or similar proceedings pending relating to the Company or
any  of  its  assets; provided, however, in the event Buyer believes that either
clause  (i) or (ii) above is not satisfied, it will so notify the Company and to
the extent curable, will afford it a period of fifteen (15) days to satisfy such
condition  to  Buyer's  satisfaction (and during such notice and cure period any
obligation  of  the Buyer to fund will be suspended). If requested by the Buyer,
the  Company  agrees  to  promptly  supply it with a certification signed by its
President  and  Chief  Financial  Officer  that, to the best of their respective
knowledge  and  belief,  all  such  conditions  are  satisfied.

     B.     The Purchase Option.  The Sellers hereby jointly and severally grant
            -------------------
to  the Buyer the option to purchase all of the issued and outstanding shares of
common  stock  (together  with  any  Common  Stock  Equivalents,  as hereinafter
defined)  (the  "Common  Stock") now or hereinafter owned by them (the "Purchase
Option").  The  Sellers represent and warrant that they are the owners of all of
the issued and outstanding shares of Common Stock.  The Purchase Option shall be
exercisable by written notice from the Buyer to the Sellers' Representative (the
"Election  Notice") at any time on or before the later of (i) March 31, 2003 and
(ii)  ten (10) days following the date of Buyer's receipt of written notice from
the  Company  that [              *              ].  The closing of the exercise
of  the Purchase Option (the "Option Closing") shall occur at the offices of the
Buyer on the 10th  business day following receipt by the Sellers' Representative
of  the  Election  Notice.  At  the  Option  Closing, the Buyer shall (i) pay an
aggregate  of  Forty  Thousand  Dollars  ($40,000)  (the  "Cash  Payment")  in
immediately  available  funds  to  [              *              ]  as  complete
payment  for  the shares owned by [              *              ] (and its other
undertakings  pursuant to the Stock Purchase Agreement described below) and (ii)
issue  to the balance of the Sellers (excluding [              *              ])
an  aggregate  of  two million (2,000,000) shares of its common stock, $.001 par
value  per  share  (the  "globe.com Shares")(together with the Cash Payment, the
"Purchase  Price").  The  globe.com  Shares  will be unregistered and constitute
restricted  securities for purposes of federal securities laws and shall contain
restrictive  legends prohibiting the transfer of the globe.com Shares, except in
compliance  with  applicable  state  and federal securities laws.  The globe.com
Shares  will  be  issued  pro rata to the Sellers (other than to and taking into
account  the  exclusion  of  [              *              ]) in accordance with
their  respective  ownership  percentages as set forth on Schedule A and will be
entitled to "piggy back" registration rights in the manner set forth in Schedule
III  of the form of Stock Purchase Agreement referred to below.  When and if the
Purchase  Option  is  exercised,  the  Company  and the Sellers shall sell their
shares  of  the Common Stock to the Buyer pursuant to the form of Stock Purchase


                                        3
<PAGE>
Agreement  attached  hereto as Exhibit D, which the Company and Sellers covenant
and  agree  to execute and deliver to Buyer at the Option Closing, together with
stock  certificates or other Common Stock Equivalents with stock powers or other
appropriate  instruments  of  transfer duly executed in favor of the Buyer.  For
purposes  of this Agreement, the term "Common Stock Equivalents" means shares of
Common  Stock issuable upon (i) the exercise of outstanding options, warrants or
rights  to  subscribe for the Common Stock or (ii) the conversion of outstanding
shares  of  preferred  stock,  debt  or other convertible instruments, in either
case,  whether  or  not  then  currently  exercisable  or  convertible.

     C.  Other  Agreements.  In  connection  with  the  Purchase  Option and the
         -----------------
Operating  Loan  the  parties  agree  as  follows:

          1.  Employment  Agreements.  If  and  when  the  Purchase  Option  is
exercised,  [              *              ]  and [              *              ]
agree  to  enter  into  the  forms  of  employment  agreements  (the "Employment
Agreements") attached hereto as Exhibits E-1 and E-2, respectively, effective as
of  the  Option  Closing;

          2.  Loan Matters. [              *              ] and [           *
    ] hereby agree to share  on a pro rata basis with the Buyer their respective
security  interests  in  the  property of the Company.  In addition, the parties
hereby  acknowledge  and agree that the Company will pay the aggregate amount of
Eighty  Thousand  Dollars ($80,000) (which the Company and Sellers represent and
warrant  to  be  the  only  indebtedness for borrowed money owed by the Company,
other  than the Bridge Loan) upon the sooner of (i) the date on which the Option
Closing occurs and (ii) the original maturity dates of the loans (all at various
dates  in  the  third  and fourth quarter of 2004) to such parties.  The Company
covenants  not  to  prepay  the  loans  to  [              *              ] or
[          *          ]  except as set forth in the preceding sentence.

     D.     Representations  and  Warranties.
            ---------------------------------

          1.  Company  and  Operating  Sellers.  The  Company  and the Operating
Sellers,  jointly  and severally, represent and warrant to the Buyer as follows:

          (a)  Stock  Purchase Agreement. The representations and warranties set
               -------------------------
          forth  in Sections 3.1 through 3.21 (including without limitation, the
          representations  as  to  capitalization matters in Section 3.3) of the
          Stock  Purchase  Agreement are true and correct as of the date of this
          Agreement  and  are  incorporated  herein.

          (b)  Validity  of  Loan  Documents.  The  execution,  delivery  and
               -----------------------------
          performance by the Company of the Loan Documents and by the Sellers of
          this Agreement: (i) are duly authorized and do not require the consent
          or approval of any other party or governmental authority which has not
          been  obtained;  and  (ii)  will not violate any law or agreement, nor
          result  in  the imposition of any lien, charge or encumbrance upon the
          assets  of  the  Company  or  the  Common  Stock.  The  Loan Documents
          constitute  the  legal,  valid  and binding obligations of the Company


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<PAGE>
          enforceable  in  accordance  with  their  respective  terms  and  this
          Agreement  constitutes the legal, valid and binding obligation of each
          Seller  in  accordance with its terms. The Company and each Seller has
          the  power  and  authority  to  enter into the Loan Documents and this
          Agreement,  respectively.  The Sellers' Representative holds legal and
          binding  powers  of  attorney which grant him authority to execute and
          deliver  the Loan Documents on behalf of the other Sellers and to bind
          them  in  accordance  with  the  terms  of  the  Loan  Documents.

          (c)  Accrued  Compensation.  The  Sellers and the persons set forth on
               ---------------------
          Schedule  D.1  are  the only persons due Accrued Compensation from the
          Company  and  the  amount  of  such  Accrued Compensation owed to each
          Seller,  if  any,  and other person, as of January 31, 2003, is as set
          forth  opposite such Seller's or other person's name on such Schedule.

          2.  The Sellers. Each Seller, as to itself and not jointly, represents
and  warrants  to the Buyer that the representations and warranties set forth in
Sections  4.1  through 4.5 (including without limitation, the representations as
to  title  matters  in Section 4.2) of the Stock Purchase Agreement are true and
correct  as  of the date of this Agreement and are incorporated herein; provided
that  for  purposes  of this Agreement, reference to the term "Agreement" in the
Stock  Purchase  Agreement shall mean both the Stock Purchase Agreement and this
Agreement.

     E.     Covenants  of  the  Company  and  Sellers.
            -----------------------------------------

          1.  Exclusivity. From the date hereof until expiration of the Purchase
Option  (the  "Exclusivity  Period"),  neither the Company, Seller(s) nor any of
their  respective  officers,  directors,  employees or agents shall, directly or
indirectly,  without  the  prior  written consent of Buyer, contact, respond to,
negotiate with or initiate or hold discussions with, agree, solicit or entertain
offers  from,  any  corporation, partnership, person or other entity (other than
Buyer)  regarding  (i)  the sale, transfer, issuance or other disposition of the
Common  Stock,  Common  Stock  Equivalents  or  any other equity interest in the
Company,  (ii)  the sale or disposition of all or any substantial portion of the
assets  of  the  Company or (iii) the merger, consolidation or reorganization of
the Company with or into any other entity.  The Company and each Seller agree to
immediately advise, in reasonable detail, Buyer regarding any offer, proposal or
related  inquiry  which  it  or  he,  or  their  respective officers, directors,
employees  or  agents,  may  hereafter  receive  from  any  other  corporation,
partnership,  person  or  other  entity.

          2.  Conduct  of Business. The Company will do or cause to be done, all
things  reasonably  necessary  to preserve and keep in full force and effect its
existence  and  its material rights, franchises, licenses and other intellectual
property.  The Company will comply with all applicable statutes, regulations and
orders  of, and all applicable restrictions imposed by, all governmental bodies,
domestic or foreign, in respect of the conduct of its business. The Company will
not  engage  (directly or indirectly) in any business other than the business in
which  they  are  engaged  on  the  date  hereof.


                                        5
<PAGE>
          3.  Liens.  The  Company  will  not create, incur, assume or suffer to
exist any Lien upon or with respect to any property or assets (real or personal,
tangible  or  intangible),  whether now owned or hereafter acquired, without the
prior consent of the Buyer. The Sellers will not create, incur, assume or suffer
to  exist  any  Lien  on  the  Common  Stock.

          4.  Dividends.  The  Company will not declare or pay any dividends, or
return  any  capital,  to  its  stockholders  or  authorize  or  make  any other
distribution,  payment  or  delivery  of property or cash to its stockholders as
such,  or redeem, retire, purchase or otherwise acquire, directly or indirectly,
for  any  consideration,  any  shares  of  any class of its capital stock now or
hereafter outstanding (or any Common Stock Equivalents) , or set aside any funds
for  any  of  the  foregoing  purposes.

          5.  Control;  Management.  There shall be no change in the officers or
directors of the Company without the consent of the Buyer.

          6.  Affiliated  Transactions.  Except  as  otherwise  disclosed  and
contemplated  in  Section  3.18 of the Disclosure Schedule to the Stock Purchase
Agreement,  the Company will not enter into any transaction or series of related
transactions,  whether  or not in the ordinary course of business, with a Seller
or  any  affiliate  of  a  Seller.

          7.  Taxes.  The Company will pay and discharge or cause to be paid and
discharged  all  applicable  federal,  state,  local  and  other material taxes,
assessments  and  governmental  charges  or  levies  imposed upon it or upon its
income  or  profits or upon any of its property, real, personal or mixed or upon
any  part  thereof,  when due, as well as all lawful claims for labor, materials
and supplies which, if unpaid might by law become a lien upon such property.

     F.     Break-up  Option.  The  Company  hereby  grants  to  the  Buyer  an
            ----------------
irrevocable  option  to  purchase  an  amount of its shares of Common Stock that
after  giving  effect  to  such  issuance would equal forty percent (40%) of the
Company's then issued and outstanding shares of Common Stock, on a fully diluted
basis  for  Common  Stock  Equivalents,  for  an  exercise  price of Ten Dollars
($10.00) in the aggregate, payable at the time of exercise.  Such option will be
exercisable  only  if  (i)  the  Company, any of its subsidiaries, affiliates or
successors  or assigns, obtain from, or enter into a binding agreement with, any
third  party  for  any  form  of  investment  or financing whatsoever (including
without  limitation, through a simple financing or acquisition) at anytime on or
before  December 31, 2003, without the express written consent of the Buyer; and
(ii)  the  Buyer  is  not  then  in  default  of  this  Agreement.

     G.  Press  Releases  and  Announcements.  Neither  party  shall release any
         -----------------------------------
information  concerning  this  Agreement or the transactions contemplated hereby
which  is  intended  for  or  may result in public dissemination thereof without
first  furnishing  drafts  of  all  documents or proposed oral statements to the
other  party  for  comment  and  approval;  provided,  that nothing herein shall
restrict Buyer from making such disclosures as it deems appropriate for purposes
of  complying  with  state  or  federal  securities  laws.


                                        6
<PAGE>
     H.  Expenses.  Buyer, the Company and Sellers shall each be responsible for
         --------
and  shall  pay  their  own respective expenses incurred in connection with this
Agreement  and  the  transactions  contemplated  hereby,  including,  without
limitation,  legal  and  accounting  fees  and  expenses.

     I.   Miscellaneous.
          -------------

          1.  Entire  Agreement.  This Agreement together with its schedules and
exhibits  represent  the complete understanding between the parties with respect
to  the  subject  matters  hereto  and  thereto and supersedes any and all other
understandings or agreements (whether orally or in writing) between the parties,
except  as  specifically  otherwise  provided  herein  or  therein.

          2.  Governing  Law; Submission to Jurisdiction; Appointment of Process
Agent.  The terms of this Agreement shall be governed by, and shall be construed
and enforced in accordance with, the laws of the State of Florida without regard
to  principles  of  conflicts  of  law.  With  respect  to  any  suit, action or
proceeding  relating  to this Agreement or the transactions contemplated hereby,
the  parties irrevocably (i) submits to the exclusive jurisdiction of the United
States  District  Court for the Southern District of Florida, and, if such Court
lacks  subject  matter  jurisdiction,  in  the courts of general jurisdiction in
Broward  County,  Florida;  and  (ii) waives, to the fullest extent permitted by
law,  any  objection  or  immunities to jurisdiction which such party may now or
hereafter  have  at  any time to the laying of venue of any such suit, action or
proceeding  arising  out  of  or  relating to this Agreement or the transactions
contemplated  hereby,  or  any  judgment  entered by any court in respect hereof
brought  in  any  such  court,  waives  any  claim that any such suit, action or
proceeding  has  been  brought  in  an inconvenient forum and further waives the
right  to  object  with respect to any such suit, action or proceeding that such
court  does  not  have  any  jurisdiction  over  it.

          3.  Notices.  All notices and other communications provided for herein
shall be dated and in writing and shall be deemed to have been duly given (x) on
the  date  of  delivery,  if  delivered  personally  or  by  telecopier, receipt
confirmed,  (y)  on  the  second  following  business  day,  if  delivered  by a
recognized  overnight  courier service, or (z) seven days after mailing, if sent
by  registered  or certified mail, return receipt requested, postage prepaid, in
each  case,  to the party to whom it is directed at the following address (or at
such  other  address  as  any  party hereto shall hereafter specify by notice in
writing  to  the  other  parties  hereto):



             (i)    If to the Company to the following address:

                    [     *     ]


                    With  a  copy  to:


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<PAGE>
                    Schnader  Harrison  Segal  &  Lewis  LLP
                    140  Broadway,  Suite  3100
                    New  York,  NY  10005
                    Attention:  Michael  J.  Moriarty
                    Facsimile:  (212)  972-8798

             (ii)   If  to  Buyer  the  following  address:
                    110  East  Broward  Blvd.
                    Suite  1400
                    Ft.  Lauderdale,  FL  33301
                    Attention:  Edward  Cespedes
                    Facsimile:  (954)  769.5930

                    With  a  copy  to:

                    Proskauer  Rose  LLP
                    2255  Glades  Road
                    Suite  340  West
                    Boca  Raton,  Florida  33431
                    Attention:  Donald E. "Rocky" Thompson, II
                    Facsimile:  (561)  995.4721

             (iii)  If to any of the Sellers, to the Sellers'
                    Representative, to the following address:

                    [     *     ]

          4.  Binding Agreement. This Agreement is binding upon, and shall inure
to  the  benefit  of  the  parties hereto and their respective heirs, executors,
administrators,  successors  and  assigns.

          5.  Counterparts.  This  Agreement  may  be  executed  in  one or more
counterparts  each of which shall be an original and together shall constitute a
single  agreement.

          6.  Severability.  The  provisions  of  this  Agreement will be deemed
severable  and  the  invalidity or unenforceability of any provision hereof will
not  affect  the  validity  or  enforceability  of  the other provisions hereof;
provided  that if any provision of this Agreement, as applied to any party or to
any  circumstance,  is  adjudged  by  a  court  or  governmental  body not to be
enforceable  in  accordance  with its terms, the parties agree that the court or
governmental  body  making  such determination will have the power to modify the
provision  in  a  manner  consistent  with  its  objectives  such  that  it  is
enforceable,  and/or  to  delete  specific  words or phrases, and in its reduced
form,  such  provision  will  then  be  enforceable  and  will  be  enforced.


     IN  WITNESS  WHEREOF,  the undersigned have signed this Agreement as of the
date  first  provided  above.


                                        8
<PAGE>
                              "BUYER"
                              theglobe.com,  Inc.


                              By:
                                 ---------------------------------
                              Its:
                                  --------------------------------
                              Print  Name:  Edward  Cespedes

                              "COMPANY"
                              [     *     ]


                              By:
                                 ---------------------------------
                              Its:  President
                              Print  Name:  [     *     ]


                               "SELLERS"

[Note: as applicable, provide appropriate signature pursuant to
power of attorney  ]



_______________________________________________
[          *          ], individually and as Seller's
Representative

_______________________________________________
[          *          ]

_______________________________________________
[          *          ]

_______________________________________________
[          *          ]

[          *          ]

By:____________________________________________



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