STOCK PURCHASE AGREEMENT

     This Stock Purchase Agreement (this "Agreement"), dated as of ____________,
                                          ---------
2003,  is  made  by  and  among  theglobe.com, Inc., a Delaware corporation (the
"Purchaser")  and the holders of all of the issued and outstanding capital stock
 ---------
of  [     *     ],  a  New  York  corporation  (the  "Company") (as indicated on
                                                      -------
Schedule  I  hereto)  (individually,  a  "Stockholder"  and  collectively,  the
-----------
"Stockholders").
 ------------

                                   WITNESSETH

     WHEREAS, on February __, 2003, the parties hereto entered into that certain
Loan  and  Purchase  Option  Agreement  (the  "LPOA")  pursuant  to  which  the
Stockholders  granted the Purchaser the option to purchase all of the issued and
outstanding  capital  stock  of  the  Company  held  by  them (collectively, the
"Shares"  and  such  option,  the  "Purchase  Option");

     WHEREAS,  the  Stockholders  and  the  Purchaser  agreed  that the sale and
purchase of the Shares upon any exercise by the Purchaser of the Purchase Option
will  be effected by the execution and delivery by the parties of this Agreement
and  each  of  the  other  documents,  certificates  and agreements contemplated
hereby;

     NOW,  THEREFORE,  in  consideration  of  the  mutual promises and covenants
contained  in this Agreement, the parties hereto, intending to be legally bound,
agree  as  follows:

     Certain terms used in this Agreement are defined in Section 8 hereof.

     1.   Sale and Purchase of Shares; Payment.
          ------------------------------------

          1.1  Sale  and  Purchase  of Shares.  At the Closing, each Stockholder
               -------------------------------
agrees  to sell, transfer and assign the Shares owned by such Stockholder to the
Purchaser  and,  subject to all of the terms and conditions set forth herein and
in  the  LPOA,  the Purchaser agrees to purchase each such Stockholders' Shares.
Upon  the  sale  and purchase of the Shares to the Purchaser, the Purchaser will
own  one  hundred  percent (100%) of the issued and outstanding capital stock of
the  Company  on  a  fully-diluted  basis.

          1.2      Purchase Price for the Shares.  The  aggregate purchase price
                   ------------------------------
for  the Shares to be sold to the Purchaser on the Closing Date shall consist of
(i) the payment by the Purchaser to [      *      ] ("[      *      ]") of FORTY
THOUSAND  DOLLARS AND NO/100 ($40,000) (the "Cash Payment") in consideration for
                                             ------------
its Shares and its undertakings hereunder and (ii) the issuance by the Purchaser
to  the  other  Stockholders  (excluding  [  * ]) of an aggregate of two million
(2,000,000)  shares of its common stock, $.001 par value (the "globe.com Shares"
                                                               ----------------
and  together  with  the  Cash  Payment,  the  "Purchase Price").  The globe.com
                                                --------------


<PAGE>
Shares  will  be  unregistered, will constitute restricted securities within the
meaning  of  the  Securities Act of 1933, as amended (the "Securities Act"), and
will  contain  restrictive legends prohibiting the transfer of such shares other
than  in compliance with applicable federal and state securities laws. Purchaser
agrees  to cooperate (including instructing its transfer agent) with appropriate
requests  for  transfer  of  the globe.com Shares, or removal of the restrictive
legend,  consistent  with  the  provisions  of  Rule  144  promulgated under the
Securities Act and the Stockholders representations and warranties under section
4.6  hereof.  The  Stockholders  acknowledge  that  as  a  condition to any such
transfer  or removal of legend request, that the Purchaser or its transfer agent
may  require  an  opinion  of  counsel reasonably acceptable to it (which may be
regular  counsel  to  the Purchaser) to the effect that such transfer or removal
would  be  in  compliance  with  the  Securities  Act  and  any applicable state
securities  laws.  Unless  otherwise  agreed by the Purchaser at the time of the
transfer  or removal of restrictive legend request, the cost of any such opinion
will  be  split  equally  between  the  Stockholder  making such request and the
Purchaser.  The  Stockholders  understand  that appropriate representations from
them  will  be  necessary in connection with any such transfer or legend removal
request. The globe.com Shares will be issued pro rata to the Stockholders (other
than to and taking into account the exclusion of [       *      ]) in accordance
with  their respective ownership percentages as set forth on Schedule II and the
holders  thereof  will  be  entitled  to  "piggy  back" registration rights with
respect  to  such  globe.com  Shares  in  the  manner set forth on Schedule III.

      2. The  Closing.
         ------------

          2.1  Closing.  The  closing  of  the  purchase  and sale of the Shares
               -------
(the  "Closing,"  and the date thereof, the "Closing Date") shall occur upon the
       -------                               ------------
execution  and  delivery  of  this  Agreement  and  each of the other agreements
contemplated  hereby  by  the  parties  hereto.

          2.2     Closing  Deliveries.  At  the  Closing:
                  -------------------

               (a)     the  Stockholders  will  deliver  to  the  Purchaser  the
following  documents:

                    (i) counterparts of this Agreement duly executed by all such
     Stockholders;

                    (ii)  stock  certificates  representing the Shares, free and
     clear  of  all  claims,  Liens  and  encumbrances;

                    (iii)  an  employment  agreement  executed  by  [          *
     ]  in  the  form  of  Exhibit  E-1  to the LPOA and an employment agreement
     executed by [     *     ] in the form of Exhibit E-2 to the LPOA;

                    (iv) a copy of the Company's charter documents, certified as
     of  a  recent  date  by the Operating Stockholders (as defined in Section 8
     hereof);


                                        2
<PAGE>
                    (v)  a  certificate  of status, compliance, good standing or
     like  certificate  issued  by  the appropriate governmental official of the
     Company's  jurisdiction  or  organization and of each jurisdiction in which
     the  Company  is  qualified  to  do  business  as  a  foreign  corporation;

                    (vi) if requested by the Purchaser, duly executed letters of
     resignation  from  all  of  the  officers  (other  than with respect to the
     positions of  [       *        ] and [        *        ] as contemplated by
     the  employment agreements referred to in clause (iii) above) and directors
     of the Company by which they resign from all of their positions as officers
     and/or  directors  of  the  Company;  and

                    (vii) a certificate of the Operating Stockholders, dated the
     Closing  Date, stating that: (i) all of the Company's current employees and
     contractors  have executed and delivered to the Company agreements (in form
     and  substance  satisfactory  to the Purchaser) with respect to maintaining
     the  confidentiality  of  the  Company's  proprietary  and/or  confidential
     information  and  the  assignment to the Company of any and all rights they
     might have or acquire with respect to technology, inventions, developments,
     etc.,  developed  in  connection  with their employment or other engagement
     with the Company; (ii) each of the current key employees and contractors of
     the  Company  has executed and delivered to the Company an agreement not to
     compete  with  the  Company  (in  form  and  substance  satisfactory to the
     Purchaser); and (iii) all necessary agreements, consents and waivers of any
     person  to  the  consummation  of  the  transactions  contemplated  by this
     Agreement  have  been  obtained  by  the  Company.

                    (b)  The  Purchaser  will  deliver the Purchase Price to the
     Stockholders'  Representative (which shall consist of individual checks and
     stock  certificates  issued  as indicated on Schedule II hereto, less stock
                                                  -----------
     certificates  representing  ten  percent (10%) of the globe.com Shares (the
     "Escrow  Shares")  which  shall  instead  be  delivered  to an escrow agent
     pursuant to the Escrow Agreement as further described in Section 2.3 below.

               2.3.  Escrow  Shares.  On  the  Closing Date, the Purchaser shall
                     --------------
deposit  with an escrow agent (the "Escrow Agent") selected by the Purchaser and
reasonably  acceptable  to  the  Stockholders'  Representative (on behalf of the
Stockholders),  stock  certificates  for  the  Escrow Shares, for the purpose of
securing the indemnification obligations of the Stockholders and/or the Company.
The  Escrow Shares, together with appropriate stock powers, shall be held by the
Escrow Agent pursuant to the terms of an Escrow Agreement in the form of Exhibit
2.3. The Escrow Shares shall be held as a trust fund and shall not be subject to
any  lien,  attachment,  trustee  process  or  any other judicial process of any
creditor  of  any party, and shall be held and disbursed solely for the purposes
and  in  accordance with the terms of the Escrow Agreement. The adoption of this
Agreement  shall  constitute approval of the Escrow Agreement, with such changes


                                        3
<PAGE>
therein  as  may  be  approved  by  the  Purchaser  and  the  Stockholders'
Representative,  and  of  all  of  the  arrangements  relating  thereto  by  the
Stockholders.

     3.  Representations  and Warranties of the Operating Stockholders. In order
         --------------------------------------------------------------
to induce the Purchaser to enter into this Agreement and to purchase the Shares,
the Operating Stockholders hereby jointly and severally represent and warrant to
the  Purchaser  as  follows  (subject in each case to such exceptions as are set
forth  in  the  attached  Disclosure  Schedules  ("Disclosure Schedules") in the
                                                   --------------------
section  thereof  numbered  and  captioned  to  correspond  to  the  specific
representation  or  warranty  to  which  such  exception  relates):

          3.1  Organization  and  Authority.  The  Company  is  a  corporation
               ----------------------------
incorporated  and in good standing under the laws of the State of New York.  The
Company  has  all  requisite  corporate  power  to  own or lease and operate its
properties  and  to carry on its business as now conducted and as proposed to be
conducted  in the near term. Copies of the minute books of the Company have been
delivered  to  the  Purchaser  for  inspection and accurately record therein all
corporate  actions  taken  by  the  Board  of  Directors and stockholders of the
Company.

          3.2  Subsidiaries.  The  Company does not have any Subsidiaries or own
               ------------
     any legal and/or beneficial interests in any other person.

          3.3  Capitalization.
               --------------

               (a)     Capital  Stock.  The Company's capital structure consists
                       --------------
of  ten  thousand (10,000) authorized shares of common stock, $.01 par value, of
which  five  thousand  nine  hundred  and  sixty  (5,960)  shares are issued and
outstanding.  All  outstanding  shares are held of record by the Stockholders as
indicated  on Schedule I hereto and are being sold to Purchaser pursuant to this
              ----------
Agreement.  All  such  outstanding  shares of capital stock are duly authorized,
validly  issued,  fully  paid,  and  nonassessable.

               (b)     Rights  to  Acquire  Capital Stock.  The Company does not
                       ----------------------------------
have,  is not bound by, and has no obligation to grant, issue or enter into, any
(i)  outstanding  subscriptions,  options,  warrants,  calls,  commitments,  or
agreements  of any character calling for it to issue, deliver, or sell, or cause
to  be  issued, delivered, or sold, any shares of its capital stock or any other
equity security, or any securities described in the following clause or (ii) any
Derivative  Security.

               (c)     Contractual  Obligations  Relating to Capital Stock.  The
                       ---------------------------------------------------
Company  (i)  has  no  outstanding  obligations,  contractual  or  otherwise, to
repurchase,  redeem,  or  otherwise acquire any shares of capital stock or other
equity  securities  or  Derivative  Securities  of the Company and (ii) is not a
party  to  or  bound  by,  and  has no knowledge of, any agreement or instrument
relating  to  the  voting  of  any  of  its  securities.

          3.4.  Financial  Statements.  The copy of the balance sheet (the "Most
                ---------------------                                       ----
Recent  Balance  Sheet")  attached  to Section 3.4 of the Disclosure Schedule is
----------------------
true  and  correct and fairly presents the financial condition of the Company as
of  its  date,  and  the  copy  of  the statement of profit and loss attached to


                                        4
<PAGE>
Section  3.4  of the Disclosure Schedule is true and correct and fairly presents
the results of operations of the Company for the period covered thereby; in each
case  in  accordance  with  GAAP,  subject  to  the  absence  of  footnotes  and
adjustments consisting solely of normal, recurring year-end accruals (the effect
of which, both individually and in the aggregate, is not material).

          3.5.  Absence  of  Certain  Changes. Since the date of the Most Recent
                ----------------------------
Balance  Sheet,  there  has  not  been:

               (a)  any  (i)  acquisition  (by  purchase,  lease  as  lessee,
license  as  licensee,  or  otherwise) or disposition (by sale, lease as lessor,
license  as licensor, or otherwise) by the Company of any material properties or
assets, or (ii) other transaction by, or any agreement or commitment on the part
of,  the  Company, other than those in the ordinary course of business that have
not  caused  and  will  not  cause,  either  in  any case or in the aggregate, a
material  adverse  effect;

               (b)     any  material  change  in  the  condition  (financial  or
otherwise),  properties,  assets,  liabilities, investments, revenues, expenses,
income,  operations,  business  or  prospects  of  the Company, or in any of its
relationships with any suppliers, customers, or other third parties with whom it
has  financial,  commercial,  or  other  business  relationships;

               (c)  any  transaction  by the Company with any of its Affiliates,
other  than the payment of compensation and reimbursement of reasonable employee
travel  and  other  business  expenses  in  accordance  with existing employment
arrangements  and  usual  past  practices  (and  which, in any event, are not in
violation  of  the  provisions  of  the  LPOA);

               (d)  any damage, destruction, or loss affecting its properties or
assets,  whether  or  not  covered  by  insurance;

               (e)     any  declaration,  setting  aside,  or  payment  of  any
dividend  or  any  other  distribution  (in  cash,  stock,  and/or  property  or
otherwise)  in respect of any shares of the capital stock or other securities of
the  Company;

               (f)     any  issuance of any shares of the capital stock or other
securities  of  the  Company, or any direct or indirect redemption, purchase, or
other  acquisition  by  the  Company of any shares of its capital stock or other
securities;

               (g)  any  change  in  the  officers,  directors, key employees or
independent  contractors  of  the  Company;

               (h)  any  labor  trouble  or  claim  of  unfair  labor  practices
involving  the  Company,  any  increase  in  the  compensation or other benefits
payable  or to become payable by the Company to any of its Affiliates, or to any
of  the  respective  officers,  employees,  or  independent  contractors  of the
Company,  or  any  bonus  payments  or  arrangements made to or with any of such
officers,  employees,  or  independent  contractors;


                                        5
<PAGE>
               (i)  any  forgiveness or cancellation of any debt or claim by the
Company  or any waiver by the Company of any right of material value, other than
compromises  of  accounts  receivable  in  the  ordinary  course  of  business;

               (j)  any incurrence or any payment, discharge, or satisfaction by
the  Company  of  any other Indebtedness or any material obligations or material
liabilities,  whether  absolute,  accrued,  contingent,  or otherwise (including
liabilities,  as guarantor or otherwise, with respect to obligations of others),
other  than  current liabilities to persons other than Affiliates of the Company
incurred  since  the  date  of  such  balance  sheet  in  the ordinary course of
business;

               (k) any incurrence, discharge, or satisfaction of any Lien on any
of  the  assets  or  property owned by or leased to the Company or on any of the
capital  stock  or  other  securities  of  the  Company;

               (l)  any  change  in  the financial or tax accounting principles,
practices,  or  methods  of  the  Company;  or

               (m)  any  agreement, understanding, or commitment by or on behalf
of  the  Company,  or  by  or on behalf of its respective Affiliates, directors,
officers,  employees,  agents,  or  representatives,  whether  in  writing  or
otherwise,  to  do  or permit any of the things referred to in this Section 3.5.

          3.6.  Properties,  Leases,  Etc.
                --------------------------

               (a)     Title  to  Properties;  Condition of Personal Properties.
                       --------------------------------------------------------
The  Company  has  (i)  good  and  marketable  title  to  all  of the assets and
properties  owned  by  it,  including all assets and properties reflected in the
Most Recent Balance Sheet (in each case excluding any assets and properties sold
or otherwise disposed of to persons other than Affiliates in the ordinary course
of  business  since  the  date  of such balance sheet), (ii) good and marketable
title  to  the  lessee  interest  in  all  assets and properties leased by it as
lessee,  and  (iii)  full right to hold and use all of the respective assets and
properties  used  in  or necessary to its businesses and operations as presently
conducted, in each case all free and clear of all Liens, except Permitted Liens.
All such assets and properties are in good condition and repair, reasonable wear
and  tear  excepted, and are adequate and sufficient in all material respects to
carry  on  the  Company's  business as presently conducted and as proposed to be
conducted  in  the  near  term.

               (b)     No  Owned  Real Properties.  The Company does not own any
                       --------------------------
real  property  or  any  interest  (other than a leasehold interest) in any real
property.

               (c)  Leased Properties. Section 3.6(c) of the Disclosure Schedule
                    -----------------
sets  forth a complete and correct description of all leases of real or personal
property  under which the Company is lessor or lessee.  Each such lease is valid


                                        6
<PAGE>
and  subsisting  and  no  event  or  condition exists that constitutes, or after
notice  or  lapse  of time or both would constitute, a default thereunder by the
Company  or,  to  the  best of the Company's knowledge, the other party thereto.
The Company's respective leasehold interests are not subject to any Liens (other
than  Permitted  Liens), and the Company is in quiet possession and enjoyment of
the  properties covered by such leases.  No provision of any real property lease
or  sublease  to  which  the Company is a party restricts the Company's right to
remove  at  the  end  of  the applicable lease term any machinery, equipment, or
leasehold  improvements.

          3.7.  Indebtedness.  Immediately  after  the Closing, the Company will
                ------------
have  no  Indebtedness outstanding other than as set forth in Section 3.7 of the
Disclosure  Schedule.  The  Company  is  not  in  default  with  respect  to any
outstanding  Indebtedness  or  any  instrument  or  agreement  relating thereto.

          3.8.  Absence  of  Undisclosed  Liabilities.  Except  to  the  extent
                -------------------------------------
reflected  or  reserved  against  in  the Most Recent Balance Sheet, or incurred
after  the  date  of such balance sheet in the ordinary course of business other
than  in  connection  with  transactions  with  Affiliates,  the  Company has no
material  liabilities  or  obligations of any nature, whether accrued, absolute,
contingent,  or  otherwise (including liabilities as guarantor or otherwise with
respect  to  obligations  of  others)  and  whether  due  or  to  become  due.

          3.9.  Taxes.   The  Company  has,  within  the times and in the manner
                -----
prescribed by law, filed all tax returns required by applicable law and has paid
all  taxes,  assessments, and penalties (collectively, "Taxes") due and payable.
There  are  no  present  or, to the best knowledge of any Operating Stockholder,
potential  disputes  as  to  Taxes  payable  by  the  Company.

          3.10.  Litigation,  Etc.  No  litigation,  arbitration,  action, suit,
                 ----------------
proceeding  or  investigation  (whether  conducted  by or before any judicial or
regulatory  body,  arbitrator,  or  other  person)  is  pending  or, to the best
knowledge  of  the  each Operating Stockholder, threatened, against the Company,
nor  is  there  any  basis  therefor  known  to  the  Company.

          3.11.  Material Contracts.  Except as set forth in Section 3.11 of the
                 ------------------
Disclosure  Schedule  (and  described  with  particularity  as to the applicable
subsection(s)  below),  the Company is not a party to or otherwise bound by any:

               (i)  agreement,  instrument,  or  commitment  that  may adversely
affect its ability to consummate the transactions contemplated hereby;

               (ii)     agreement  for  the purchase, sale, lease, or license by
or  from  it of services, products, or assets, requiring total payments by or to
it  in  excess  of  $2,500  in  any  instance;

               (iii)     agreement requiring it to purchase all or substantially
all  of  its  requirements for a particular product or service from a particular
supplier  or suppliers, or requiring it to supply all of a particular customer's
or  customers'  requirements  for  a  certain  service  or  product;


                                        7
<PAGE>
               (iv)  agreement  or  other  commitment  pursuant  to which it has
agreed  to  indemnify  or  hold  harmless  any  other  person;

               (v)  (x)  employment  agreement; (y) consulting agreement; or (z)
agreement  providing  for  severance  payments  or  other  additional  rights or
benefits  (whether  or not optional) in the event of the sale or other change in
control  of  it;

               (vi) agreement with any current or former Affiliate, stockholder,
officer, director, employee, or consultant of the Company, or with any person in
which  any  such  Affiliate  has  an  interest;

               (vii)  joint  venture  or  teaming  agreement;

               (viii)  agreement  with  any  domestic  or  foreign government or
agency  or  executive office thereof or any subcontract between it and any third
party  relating  to  a  contract  between  such  third party and any domestic or
foreign  government  or  agency  or  executive  office  thereof;  or

               (ix)  agreement  imposing  non-competition  or  exclusive dealing
obligations  on  it.

     The  Operating  Stockholders  have delivered to the Purchaser true, correct
and  complete  copies  (or  written  summaries  of  the  material  terms of oral
agreements  or  understandings)  of  each  agreement, instrument, and commitment
listed  in  the  Disclosure  Schedule,  each  as  amended  to  date.  Each  such
agreement,  instrument,  and  commitment  is  a  valid,  binding and enforceable
obligation  of  the  Company  and,  to  the  best  knowledge  of  each Operating
Stockholder,  of  the  other  party or parties thereto, and is in full force and
effect.  Neither  the  Company,  nor  to  the  best  knowledge of each Operating
Stockholder,  any  other  party thereto, is, or is considered by any other party
thereto  to  be,  in  breach  of  or  noncompliance  with  any  term of any such
agreement,  instrument,  or  commitment  (nor,  to the best of knowledge of each
Operating  Stockholder, is there any basis for any of the foregoing), except for
any  breaches or noncompliances that singly or in the aggregate would not have a
material  adverse  effect.  No  claim,  change  order,  request  for  equitable
adjustment,  or  request  for contract price or schedule adjustment, between the
Company  and any supplier or customer, relating to any agreement, instrument, or
commitment  listed  in  the  Disclosure  Schedule  is  pending  or,  to the best
knowledge  of each Operating Stockholder, threatened, nor, to the best knowledge
of  each Operating Stockholder, is there any basis for any of the foregoing.  No
agreement,  instrument, or commitment listed in the Disclosure Schedule includes
or  incorporates  any  provision,  the  effect  of  which  may  be to enlarge or
accelerate any of the obligations of the Company or to give additional rights to
any  other  party  thereto,  or  will  terminate,  lapse, or in any other way be
affected,  by  reason  of  the  transactions  contemplated  by  this  Agreement.


                                        8
<PAGE>
          3.12.  Potential  Conflicts  of  Interest.  Except  as  disclosed  in
                 ----------------------------------
Section  3.12  of  the  Disclosure  Schedule, neither the Company nor any of its
respective  officers,  directors,  employees,  or  other  Affiliates  (i)  is an
officer,  director, employee, or consultant of, any person that is a competitor,
lessor,  lessee,  customer,  or  supplier of the Company; (ii) owns, directly or
indirectly,  any  interest  in  any  tangible  or intangible property used in or
necessary  to  the  business  of the Company or (iii) has any cause of action or
other  claim  whatsoever  against the Company or owes any amount to the Company,
except  for  claims  in  the  ordinary  course  of business, such as for accrued
vacation pay, accrued benefits under employee benefit plans, and similar matters
and agreements (subject, with respect to this clause (iii), to the provisions of
the  LPOA).

          3.13.  Intellectual  Property.
                 ----------------------

               (a)  Intellectual Property Rights. Section 3.13 of the Disclosure
                    -----------------------------
Schedule  lists  all patents, patent applications, mask works, trademarks, trade
names, service marks, logos, registered copyrights, database rights and licenses
used  in  or  necessary  to  the  Company's  businesses  as  now being conducted
(collectively,  and  together  with  any  technology,  know-how,  trade secrets,
processes,  formulas,  techniques,  and  unregistered  copyrights  used  in  or
necessary  to the Company's business, "Intellectual Property").  Section 3.13 of
                                       ------------ --------
the  Disclosure Schedule lists all Intellectual Property owned by or licensed to
the Company indicating, as to each entry, (i) whether such Intellectual Property
is  exclusively  or non-exclusively owned by or licensed to the Company and (ii)
the  terms  of  any  royalty  payments  required  to be made by the Company.  No
intellectual  property  rights,  privileges,  licenses,  contracts,  or  other
agreements,  instruments, or evidences of interests (other than the Intellectual
Property listed on Schedule 3.13) are necessary to or used in the conduct of its
business  as  presently  conducted.

               (b)  Licenses;  Infringement  by  Others.  To  the  best  of  the
                    -----------------------------------
Company's  knowledge,  none  of  the Intellectual Property is being infringed by
others,  or  is  subject  to  any  outstanding  order,  decree,  judgment,  or
stipulation.  No  litigation  (or  other  proceedings  in or before any court or
other  governmental, adjudicatory, arbitral, or administrative body) relating to
the Intellectual Property is pending, or to the best knowledge of each Operating
Stockholder,  threatened,  nor,  to  the  best  knowledge  of  each  Operating
Stockholder,  is  there  any  basis  for  any  such  litigation  or  proceeding.

               (c)     Infringement  by  the  Company;  Violations.  To the best
                       -------------------------------------------
knowledge  of each Operating Stockholder: (i) neither the Company nor any of its
employees  has  infringed  or  made  unlawful use of, or is infringing or making
unlawful  use  of,  any  proprietary  or confidential information of any person,
including  any  former employer of any past or present employee or consultant of
the  Company;  and  (ii) the activities of the Company's employees in connection
with  their  employment  do  not violate any agreements or arrangements that any
such employees or consultants have with any former employer or any other person.
No  litigation  (or  other  proceedings  in  or  before  any  court  or  other
governmental,  adjudicatory,  arbitral,  or  administrative  body)  charging the
Company  with  infringement or unlawful use of any patent, trademark, copyright,


                                        9
<PAGE>
or  other  proprietary  right  is  pending,  or  to  the  best knowledge of each
Operating  Stockholder,  threatened;  nor  is  there  any  basis  for  any  such
litigation  or  proceeding.

          3.14.  Insurance.  Section  3.14  of the Disclosure Schedule lists the
                 ---------
policies  of  theft,  fire, liability, worker's compensation, life, property and
casualty,  directors'  and  officers'  and  other insurance owned or held by the
Company  and  the  basis  on  which  such  policies  provide  coverage (i.e., an
occurrence  or  claims-made  basis).  All  such  policies  are in full force and
effect,  are  sufficient  for compliance in all material respects by the Company
with  all  requirements  of  law  and  of all agreements to which the Company is
party,  and  provide  that they will remain in full force and effect through the
respective  dates set forth in Section 3.14 of the Disclosure Schedule, and will
not  terminate  or  lapse  or  otherwise be affected in any way by reason of the
transactions  contemplated  hereby.

          3.15.     No  Violations.  The execution, delivery, and performance of
                    --------------
this  Agreement  by  the  Stockholders  and the consummation of the transactions
contemplated hereby will not result (with or without the giving of notice or the
lapse  of  time  or both) in any conflict, violation, breach, or default, or the
creation of any Lien, or the termination, acceleration, vesting, or modification
of  any right or obligation, under or in respect of (x) the charter documents or
by-laws  of  the  Company,  (y)  any  judgment, decree, order, statute, rule, or
regulation  binding  on  or  applicable  to the Company, or (z) any agreement or
instrument  to  which  the  Company is a party or by which any of its assets are
bound.

          3.16.  Employees.  Section 3.16 of the Disclosure Schedule contains an
                 ---------
accurate  and complete list setting forth the name and current annual salary and
other  compensation  payable  by  the  Company  to each employee of the Company.

          3.17.  Compliance  with  Other  Instruments, Laws, Etc.    The Company
                 -----------------------------------------------
has  complied  with,  and  is  in  compliance  with,  (i)  all  laws,  statutes,
governmental regulations, judicial or administrative tribunal orders, judgments,
writs,  injunctions,  decrees,  and  similar  commands  applicable to it and its
business,  and all unwaived terms and provisions of all agreements, instruments,
and  commitments  to  which it is a party or to which it or any of its assets or
properties is subject, except for any noncompliances that, both individually and
in  the aggregate, have not had and will not have a material adverse effect, and
(ii)  its  charter  documents and by-laws, each as amended to date.  The Company
has  not  committed,  been  charged  with,  or,  to  the  best knowledge of each
Operating  Stockholder, been under investigation with respect to, nor does there
exist,  any  violation  by the Company of any provision of any applicable law or
administrative regulation, except for any violations that, both singly or in the
aggregate,  do not and will not have a material adverse effect.  The Company has
and maintains, and Section 3.17 of the Disclosure Schedule sets forth a complete
and  correct  list of, all such licenses, permits, and other authorizations from
all  governmental  authorities  as are necessary or desirable for the conduct of
its  business  or in connection with the ownership or use of its properties, and
all of which (except as specifically described in Section 3.17 of the Disclosure
Schedule)  are  in  full  force  and  effect.


                                       10
<PAGE>
          3.18.  Affiliated  Transactions.  Except  as disclosed in Section 3.18
                 ------------------------
of  the  Disclosure  Schedule,  no  officer,  director, employee, shareholder or
Affiliate  of  the  Company  or  any  individual  related  by blood, marriage or
adoption  to  any  such  individual,  or  any entity in which any such Person or
individual  owns any beneficial interest, is a party to any agreement, contract,
commitment  or  transaction with the Company or has any interest in any property
used  by  the  Company.

          3.19.  Accounts  and  Notes Receivable. Section 3.19 of the Disclosure
                 --------------------------------
Schedule  sets  forth a list of all accounts and notes receivable of the Company
as  of  the Closing Date.  All such accounts and notes receivable are (a) valid,
genuine  and  subsisting,  (b)  arise  out  of bona fide sales and deliveries of
goods, performance of services or other business transactions, (c) subject to no
defenses,  set-offs,  counterclaims,  security  interest  or  other encumbrances
except  to  the  extent  of  a  provision for reserves (which reserves have been
determined  based  upon  actual  prior  experience  and are consistent with past
practices),  and  (d)  collectible  in  the  ordinary  course  of  business.

          3.20.  Employee  Benefit Plans. Except as set forth in Section 3.20 of
                 -----------------------
the  Disclosure  Schedule, the Company has no employee benefit plans, as defined
in  Section  3(3)  of  the  Employee  Retirement Income Security Act of 1974, as
amended,  or any other pension, bonus, deferred compensation, stock bonus, stock
purchase,  post-retirement  medical,  hospitalization, health and other employee
benefit  plan,  program  or arrangement, whether formal or informal, under which
the  Company  has  any  obligation  or liability, or under which any employee or
former  employee  of  the  Company  has  any  rights  to  benefits.

          3.21.  Disclosure. The representations and warranties by the Operating
                 ----------
Stockholders in this Agreement and in the Disclosure Schedule do not, taken as a
whole,  contain  any  untrue  statement  of  a  material fact or omit to state a
material  fact  required to be stated herein or therein or necessary to make the
statements  contained  herein  or  therein  not  false  or  misleading.

     4.  Representations and Warranties of the Stockholders.  In order to induce
         --------------------------------------------------
the  Purchaser  to  enter  into  this Agreement and to purchase the Shares, each
Stockholder,  as to itself only, hereby represents and warrants to the Purchaser
as  follows  (subject  in  each  case to such exceptions as are set forth in the
attached  Disclosure  Schedule  in the section thereof numbered and captioned to
correspond  to  the  specific representation or warranty to which such exception
relates):

          4.1.  Binding  Effect.  Such  Stockholder  has the right, power, legal
                ---------------
capacity, and authority to execute and deliver this Agreement and to perform all
of  his  respective  obligations hereunder.  This Agreement constitutes a legal,
valid,  and  binding  obligation  of  such Stockholder, enforceable against such
Stockholder  in  accordance  with  its  terms.

          4.2.  Title.  Such  Stockholder  exclusively owns all right, title and
                -----
interest  in  and  holds  full  legal, equitable and beneficial ownership of the
number  of  Shares  set  forth  opposite  such  Stockholder's name on Schedule I
                                                                      ----------
hereto,  free  and  clear  of  any  Liens,  security interests, encumbrances and


                                       11
<PAGE>
restrictions  on  or  conditions  to  transfer  or  assignment.  There  are  no
outstanding  agreements or commitments of any nature obligating such Stockholder
to  transfer  his  Shares  or any interest therein to any other party.  Upon the
sale,  transfer  and  assignment  of  such Stockholder's Shares hereunder, there
shall be vested in Purchaser good and valid title to such Shares, free and clear
of  any  Lien,  security  interest,  encumbrance  or  restriction.

          4.3.  Litigation.  There  is  no  claim,  suit,  action,  legal,
                ----------
administrative, or other proceeding pending or, to such Stockholder's knowledge,
threatened,  that  involves  this  Agreement,  such  Stockholder's Shares or the
transactions  contemplated  hereby.

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

          4.5.  Brokerage.  Other than the finder's fee payable to  [          *
                ---------
]  solely  by  the  issuance of 10,000 shares of the Purchaser's common stock as
more  particularly  described in Section 9.16, there are no claims for brokerage
commissions,  finders'  fees  or  similar  compensation  in  connection with the
transactions  contemplated  by  this  Agreement  based  on  any  arrangement  or
agreement  binding  on  such  Stockholder.

          4.6.  Securities  Matters. Such Stockholder is acquiring the globe.com
                -------------------
Shares  being  issued  to  him in connection with this Agreement for purposes of
investment only, for his own account, and not with the view to sell or resell or
to  distribute  such  globe.com  Shares,  or any part thereof, and that no other
person has any interest in such Stockholder's globe.com Shares. Such Stockholder
understands  that  the  globe.com  Shares  have  not  been  registered under the
Securities  Act.  In  addition,  such Stockholder understands that the globe.com
Shares  may  not be sold or resold without being registered under the Securities
Act  and  any applicable state securities laws, unless the sale is made pursuant
to  an  exemption  from such registration (and that a restrictive legend to such
effect will be set forth on the certificates representing the globe.com Shares),
and  that,  as  a  result,  such  Stockholder  must bear the economic risk of an
investment  in the Purchaser for an indefinite period of time. As a condition to
any transfer (or request for removal of a restricted legend) by the Stockholder,
the  Purchaser  will  require an opinion of counsel reasonably acceptable to it,
that  such  transfer  (or removal of restricted legend) is permissible under the
Securities  Act  and  any  applicable  state  securities laws and may charge the
Stockholder  for the costs of providing or investigating the availability of any
such  opinion.  Such  Stockholder  has knowledge and experience in financial and
business  matters  such that he is capable of evaluating the merits and risks of
an  investment  in  the  Purchaser, and is able to bear the economic risk of his
investment  in  the  Purchaser.

          4.7.  Disclosure.  The  representations  and  warranties  by  such
                ----------
Stockholder  in this Agreement and in the Disclosure Schedule do not, taken as a


                                       12
<PAGE>
whole,  contain  any  untrue  statement  of  a  material fact or omit to state a
material  fact  required to be stated herein or therein or necessary to make the
statements  contained  herein  or  therein  not  false  or  misleading.

     5.  Representations  and  Warranties  of the Purchaser.  In order to induce
         --------------------------------------------------
the  Sellers  to enter into this Agreement and to sell the Shares, the Purchaser
hereby  represents  and  warrants  to  each  Seller  as  follows:

          5.1.  Binding  Effect.  The  Purchaser  has  the  right,  power, legal
                ---------------
capacity, and authority to execute and deliver this Agreement and to perform all
of  its  obligations  hereunder.  This Agreement constitutes a legal, valid, and
binding  obligation  of  the  Purchaser,  enforceable  against  the Purchaser in
accordance  with  its  terms.

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

          5.3.  Organization  and  Authority.  The  Purchaser  is  a corporation
                ----------------------------
incorporated  and in good standing under the laws of the State of Delaware.  The
Purchaser  has  all  requisite  corporate  power to own or lease and operate its
properties  and  to carry on its business as now conducted and as proposed to be
conducted  in  the  near  term.

          5.4  The  globe.com  Shares. Upon their issuance, the globe.com Shares
               ----------------------
will be fully authorized and fully paid and non-assessable.

     6.  Indemnification.
         ---------------

          6.1.   Indemnification.  All  covenants,  agreements, representations,
                 ---------------
and  warranties  made  herein  or  in  any  other document referred to herein or
delivered to the Purchaser pursuant hereto will be deemed to have been relied on
by  the Purchaser, notwithstanding any investigation made by or on behalf of the
Purchaser,  and  will  survive  the Closing for a period of three years from the
date hereof, except that the representations and warranties set forth in Section
4.2  shall survive indefinitely and the representations and warranties set forth
in  Section 3.9 shall survive until the expiration of any applicable statutes of
limitation  period  relating  to  the taxes in question. The representations and
warranties  of  the  Purchaser  shall survive for period of three years from the
date hereof.  The Operating Stockholders will, jointly and severally, indemnify,
defend, and hold harmless the Purchaser, the Company and each of the Purchaser's
partners,  stockholders,  officers,  directors,  employees,  agents,  and
representatives  (the  "Purchaser  Group")  from and against any and all Damages
incurred  by  any  of them in any capacity and resulting from or relating to the
breach  by  the  Operating  Stockholders  of  any  of  their  representations,
warranties,  covenants,  or  agreements  contained  in this Agreement (or in the
Disclosure  Schedule relating hereto).  Each Stockholder will, severally and not
jointly,  indemnify,  defend,  and  hold  harmless  the Purchaser Group from and


                                       13
<PAGE>
against  any  and  all  Damages  incurred  by  any  of  them in any capacity and
resulting  from  or  relating  to  the  breach by such Stockholder of any of his
representations,  warranties,  covenants,  or  agreements  contained  in  this
Agreement  (or  in the Disclosure Schedule relating hereto).  The Purchaser will
indemnify,  defend,  and  hold harmless the Sellers from and against any and all
Damages  incurred by any of them resulting from or relating to the breach by the
Purchaser  of  any  of its representations, warranties, covenants, or agreements
contained  in  this  Agreement.

          6.2.  Mechanics  of  Indemnity.  Any  member(s) of the Purchaser Group
                -----------------------
seeking  indemnification  hereunder shall promptly notify the Stockholder(s) who
are  obligated  to provide indemnification of the existence of any claim, demand
or  other  matter  to which such Stockholder's indemnification obligations would
apply,  and,  if a third party claim is reasonably and in good faith disputed by
such  Stockholder(s),  the  member(s)  of  the  Purchaser  Group  seeking
indemnification  shall  give  such  Stockholder(s)  a  reasonable opportunity to
defend the same at his or their own expense and with counsel of his or their own
selection;  provided  that  the  member(s)  of  the  Purchaser  Group  seeking
indemnification  shall  at all times also have the right to fully participate in
the  defense  at  its  expense. If the Stockholder(s) shall, within a reasonable
time  after  such  notice,  fail to defend, the member(s) of the Purchaser Group
seeking  indemnification  shall  have  the  right,  but  not  the obligation, to
undertake  the  defense  of,  and to compromise or settle (exercising reasonable
business  judgment) the claim or other matter on behalf, for the account, and at
the  risk,  of  the  Stockholder(s)  obligated  to  provide  indemnification.

          6.3.  Survival  of  Obligations.  Subject  to  the  various  time
                -------------------------
limitations set forth in section 6.1 above, the obligations of the parties under
this  Section  6 will survive transfer of the Shares and the termination of this
Agreement.

          6.4.  Escrow Shares; Right of Set-off.  Stockholders hereby agree that
                -------------------------------
in  addition  to  the Purchaser Group's right to take any action or exercise any
remedy  available  to  it  at  law  or  in equity against the Company and/or the
Stockholders by appropriate legal proceedings, any claims for indemnification by
the  Purchaser  Group against the Stockholders hereunder (including in the event
the  Stockholders  should refuse or fail to indemnify Purchaser pursuant to this
Agreement)  may  be  satisfied  by  the Purchaser by recourse against the Escrow
Shares  pursuant  to the terms of the Escrow Agreement.  In addition, whether or
not  the  Purchaser  seeks to satisfy an indemnity claim by recourse against the
Escrow  Shares  (but  without duplication), the Purchaser may set off and deduct
the amount of any Damages from any amounts now or hereafter owed by Purchaser to
any  Stockholder  under  any  other  agreement or obligation. Neither the Escrow
Shares nor anything contained in this Agreement shall constitute a limitation on
the  Purchaser  Group's  rights hereunder or a measure of liquidated damages and
any  member of the Purchaser Group may seek full indemnification for all Damages
suffered  and  may  pursue all rights and remedies available to it, at law or in
equity,  against  any  party  hereto,  jointly  with  other  parties  hereto  or
severally,  without  seeking  recourse  against  any  other  party  and  without
exercising  any  right  of setoff and without first seeking recourse against the
Escrow  Shares  or  otherwise.


                                       14
<PAGE>
          7.  Non-Competition; No Solicitation. As a material inducement for the
              --------------------------------
Purchaser  to  enter  into  this  Agreement  and acquire the Shares, each of the
Operating  Stockholders  agree with the Purchaser Group that he or she shall not
(other  than on behalf of the Purchaser or the Company), directly or indirectly,
during  the  term  commencing  on the date hereof and ending two years after the
later  of  this  Agreement  or any termination of his or her employment with the
Company  or  the  Purchaser  for  any  reason:

               (a)  (i)  Own,  manage  or  control,  (ii)  participate  in  the
ownership,  management  or  control  of, (iii) be employed or engaged by or (iv)
otherwise be affiliated or associated with (whether as a consultant, independent
contractor,  shareholder,  director,  trustee  or otherwise) (each a "Restricted
Activity")  any  corporation, partnership, proprietorship, firm, association, or
other  business  entity,  or otherwise engage in any business which is primarily
engaged  in  the  Business  anywhere  in  the  world;

               (b)  To  the  extent  not  covered by clause (a) above, otherwise
engage  in  the  Business;

               (c)  Employ,  assist in employing, recruit or otherwise associate
in business with any present, former or future employee, officer or agent of any
Purchaser  Group  or  the Company or their respective affiliates that is engaged
in,  or  who  proposes  to  engage  in,  the  Business;  or

               (d)  Solicit  or  induce  any  person  who is or was an employee,
officer,  agent,  client, candidate or customer of any of the Purchaser Group or
the  Company,  to  terminate,  reduce  or  modify  said  relationship.


          The  Operating  Stockholders  acknowledge and agree that the foregoing
restrictions  shall  be  in  addition  to  any  other  non-competition  and
non-solicitation  obligations  to the Purchaser Group or the Company pursuant to
the  terms  of  any  Employment  Agreement.

          In  the  event  of  any  breach  or  threatened breach by an Operating
Stockholder  of  this  Section, any member of the Purchaser Group or the Company
shall  be  entitled  to  injunctive  or  other equitable relief to restrain such
Stockholder  from  engaging  in  conduct  that  would constitute a breach of his
obligations  under this Section.  Such relief shall be in addition to and not in
lieu  of  any  other remedies that may be available, including an action for the
recovery of damages.  The Operating Stockholders each acknowledge and agree that
the  provisions of this Section 7 may be enforced by any member of the Purchaser
Group,  the  Company  or  any  successor  or assign of such parties and that the
provisions  of this Section 7 are intended for the benefit of all of the members
of the Purchaser Group. Each of the Operating Stockholders acknowledge and agree
that  the  making of the restrictive covenants contained in this Section 7 was a
material inducement to the Purchaser to enter into this Agreement.


                                       15
<PAGE>
     8.  Definitions.  For  all  purposes  of this Agreement the following terms
         -----------
will  have  the  meanings  set  forth  or  cross-referenced  in  this Section 8:

          "Affiliate"  means,  with  respect  to any person or entity, any other
           ---------
person  directly  or  indirectly  controlling, controlled by, or under direct or
indirect  common  control with such person or entity and includes (a) any person
who is an officer, director, or direct or indirect beneficial holder of at least
10%  of  the  then outstanding capital stock of the Company (or other referenced
person),  and  any  of  the Family Members of any such person, (b) any person of
which the Company (or other referenced person) and/or its Affiliates (as defined
in  clause  (a)  above),  directly  or indirectly, either beneficially own(s) at
least  10% of the then outstanding equity securities or constitute(s) at least a
10%  equity  participant,  (c)  in  the  case  of  a  specified person who is an
individual,  Family  Members  of  such  person.

          "Business"  means  [           *           ].
           --------

          "Damages"  means all damages, losses, claims, demands, actions, causes
           -------
of  action,  suits, litigations, arbitrations, liabilities, costs, and expenses,
including  investigatory and court costs and the reasonable fees and expenses of
counsel  and  experts.

          "Derivative  Securities"  means  (i)  all  shares  of  stock and other
           ----------------------
securities  that  are,  directly or indirectly, convertible into or exchangeable
for  shares  of  the  Company's common stock and (ii) all options, warrants, and
other  rights  to  acquire  shares  of  the Company's common stock or securities
convertible,  directly  or indirectly, into or exchangeable for shares of common
stock.

          "Family  Members" means, as applied to any individual, his spouse, his
           ---------------
and  his spouse's lineal ancestors and descendants and their respective spouses,
his  siblings,  his nieces and nephews, any trust created for the benefit of any
such person(s), and each custodian of property of any such person(s), and/or the
estate  of  any  such  person(s).

          "Including"  (regardless  of  whether  capitalized)  means  including
           ---------
without  limitation.

          "Indebtedness"  means  (a)  all  indebtedness  for  borrowed  money,
           ------------
whether  current or long-term, or secured or unsecured, (b) all indebtedness for
the  deferred  purchase  price  of property or services represented by a note or
security  agreement,  (c)  all  indebtedness  created  or  arising  under  any
conditional  sale or other title retention agreement (even though the rights and
remedies  of  the  seller or lender under such agreement in the event of default
may  be  limited to repossession or sale of such property), (d) all indebtedness
secured  by a purchase money mortgage or other Lien to secure all or part of the
purchase  price  of  property  subject to such mortgage or Lien, (e) all capital
lease  obligations,  (f)  any  liability  in  respect of banker's acceptances or
letters  of  credit,  and (g) all indebtedness of any person that is directly or


                                       16
<PAGE>
indirectly  guaranteed  by  the  Company  or that it has agreed (contingently or
otherwise)  to  purchase  or  otherwise  acquire  or  in respect of which it has
otherwise  assured  a  creditor  against  loss.

          "Liens"  means  any  and  all  liens,  claims,  mortgages,  security
           -----
     interests, charges, encumbrances, and restrictions on transfer of any kind.

          "Operating  Stockholders"  means  [          *          ]  and  [
          -----------------------
     *          ].

          "Person" (regardless of whether capitalized) means any natural person,
           ------
entity,  or  association,  including  any  corporation,  partnership,  limited
liability  company,  government (or agency or subdivision thereof), trust, joint
venture,  or  proprietorship.

          "Permitted  Liens"  means:
           ----------------

               (i)  tax  Liens  with respect to taxes not yet due and payable or
which are being contested in good faith by appropriate proceedings and for which
appropriate  reserves  have  been  established;

               (ii)  deposits  or  pledges made in connection with, or to secure
payment  of,  utilities or similar services, workers' compensation, unemployment
insurance,  old  age  pensions  or  other  social  security  obligations;

               (iii)  purchase money security interests in any property acquired
by  the  Company  or  any  Subsidiary to the extent permitted by this Agreement;

               (iv)  interests  or  title  of  a  lessor  under  any  lease;

               (v)  easements,  rights-of-way,  restrictions  and  other similar
charges  and  encumbrances  not  interfering  with  the  ordinary conduct of the
business of the Company and its Subsidiaries or detracting from the value of the
assets  of  the  Company  and  its  Subsidiaries,  and

               (vi)  Liens  outstanding  on  the  date  hereof  which  secure
Indebtedness and which are described in the schedules to this Agreement;

          "Stockholders' Representative"  means  [       *       ].
           ----------------------------

          "Tax"  or  "Taxes" means any federal, state, local, or foreign income,
           ---        -----
gross  receipts,  franchise,  estimated,  alternative  minimum,  add-on minimum,
sales,  use,  transfer,  registration,  value  added, excise, natural resources,
severance,  stamp, occupation, premium, windfall profit, environmental, customs,
duties,  real  property,  personal  property, capital stock, intangibles, social
security,  unemployment, disability, payroll, license, employee, or other tax or
levy, of any kind whatsoever, including any interest, penalties, or additions to
tax  in  respect  of  the  foregoing.


                                       17
<PAGE>
     9.  Miscellaneous  Provisions.
         -------------------------

          9.1.  Amendments;  Consents;  Waivers, Etc.  This Agreement may not be
                ------------------------------------
amended, supplemented, waived or changed orally, but only by a writing signed by
the  party  as  to  whom enforcement of any such amendment, supplement, waive or
modification  is  sought  and  making  specific  reference  to  this  Agreement.

          9.2.  Written  Waiver;  Failure  to  Exercise  Rights.  No  course  of
                ------------------------------------------------
dealing  between  the Purchaser, the Company and/or any Stockholder will operate
as  a  waiver  of  any of the Purchaser's or any Stockholder's rights under this
Agreement.  No waiver of any breach or default hereunder will be valid unless in
a  writing signed by the waiving party.  No failure or other delay by any person
in  exercising  any right, power, or privilege hereunder will be or operate as a
waiver  thereof,  nor  will  any single or partial exercise thereof preclude any
other  or further exercise thereof or the exercise of any other right, power, or
privilege.

          9.3.  Notices.  All notices, requests, payments, instructions or other
                -------
documents  to  be  given  hereunder  will  be  in  writing  or  by  written
telecommunication,  and  will be deemed to have been duly given if (i) delivered
personally  (effective  upon  delivery),  (ii)  mailed by certified mail, return
receipt  requested,  postage  prepaid  (effective  five  business  days  after
dispatch),  (iii) sent by a reputable, established courier service that provides
evidence  of  delivery  and guarantees next business day delivery (effective the
next  business  day),  or  (iv)  sent  by telecopier followed within 24 hours by
confirmation  by  one  of  the  foregoing methods (effective upon receipt of the
telecopy  in  complete,  readable form), addressed to the relevant party at such
party's  address  listed on the signature pages hereto (or to such other address
as  the  recipient party may have furnished to the sending party for the purpose
pursuant  to this Section 9.3).  Any notice delivered to the Purchaser must also
be  sent  (by  the same method and at the same time) to Proskauer Rose LLP, 2255
Glades  Road,  Suite  340 West, Boca Raton, Florida 33431, attention:  Donald E.
Thompson,  II,  Esq.  (facsimile  no.  561-241-7145).

          9.4  Counterparts.  This  Agreement  may be executed by the parties in
               ------------
separate  counterparts,  each of which when so executed and delivered will be an
original,  but all of which together will constitute one and the same agreement.

          9.5  Captions.  The  captions  of  sections  or  subsections  of  this
               --------
Agreement  are  for  reference  only  and  will not affect the interpretation or
construction  of  this  Agreement.

          9.6  Binding  Effect and Benefits.  This Agreement will bind and inure
               ----------------------------
to  the  benefit  of  the  parties  hereto  and  their respective successors and
permitted  assigns.  Except  as  otherwise  provided  in  this  Agreement,  the
provisions  of this Agreement that are for the Purchaser's benefit will inure to
the  benefit  of all permitted transferees of Shares.  Nothing in this Agreement
is  intended  to  or will confer any rights or remedies on any person other than
the  parties  hereto,  permitted  transferees  of  Shares  and  their respective
successors  and  permitted  assigns.


                                       18
<PAGE>
          9.7  Construction.  The  language  used  in  this  Agreement  is  the
               ------------
language  chosen  by  the parties to express their mutual intent, and no rule of
strict construction will be applied against any party.

          9.8  Further  Assurances.  From  time  to  time  on and after the date
               -------------------
hereof,  each  Stockholder  will  promptly  execute and deliver all such further
instruments  and assurances, and will promptly take all such further actions, as
the  Purchaser  may  reasonably  request  in order more effectively to effect or
confirm  the  transactions  contemplated  by this Agreement and to carry out the
purposes  hereof.

          9.9  Severability. No invalidity or unenforceability of any section of
               ------------
this Agreement or any portion thereof will affect the validity or enforceability
of  any  other  section  or  the  remainder  of  such  section.

          9.10  Equitable  Relief.  Each  of  the  parties acknowledges that any
                -----------------
breach  by such party of his, her, or its obligations under this Agreement would
cause substantial and irreparable damage to one or more of the other parties and
that  money  damages  would  be an inadequate remedy therefor. Accordingly, each
party  agrees  that  the  other  parties  or  any of them will be entitled to an
injunction,  specific  performance, and/or other equitable relief to prevent the
breach  of  such  obligations.

          9.11  Entire Agreement. This Agreement, together with the exhibits and
                -----------------
schedules  hereto  contains  the  entire  understanding  and agreement among the
parties,  or  between  or  among  any  of  them,  and  supersedes  any  prior or
contemporaneous  understandings or agreements between or among any of them, with
respect  to  the  subject  matter  hereof.

          9.12.  Survival. Notwithstanding anything else contained herein to the
                 --------
contrary,  Sections 3 through 9 shall survive the transfer of the Shares and the
termination  of  this  Agreement  for  any  reason.

          9.13.  Governing  Law.  This  Agreement  will  be  governed  by  and
                 --------------
interpreted  and  construed in accordance with the internal laws of the State of
Florida.

          9.14  Submission  to  Jurisdiction.   Each  of  the  parties  to  this
                ----------------------------
Agreement  irrevocably  and  unconditionally (a) agrees that any suit, action or
other  legal  proceeding  arising  out of or relating to this Agreement shall be
brought  in the circuit court located in Palm Beach County, Florida or the court
of  the  United  States,  Southern  District  of  Florida;  (b)  consents to the
jurisdiction  of each such court located in any such suit, action or proceeding;
(c)  waives  any  objection which it may have to the laying of venue of any such
suit, action or proceeding in any of such courts; and (d) agrees that service of
any  court  paper  may  be  affected  on such party by mail, as provided in this
Agreement  or  in  such other manner as may be provided under applicable laws or
court  rules  in  said  state.

          9.15.  Enforcement  Costs.  If any legal action or other proceeding is
                 ------------------
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach,  default  or  misrepresentation in connection with any provision of this
Agreement,  the  successful  or prevailing party or parties shall be entitled to


                                       19
<PAGE>
recover  reasonable  attorneys'  fees,  sales and use taxes, court costs and all
expenses  even if not taxable as court costs (including, without limitation, all
such  fees,  taxes,  costs  and  expenses  incident  to  arbitration, appellate,
bankruptcy  and  post-judgment  proceedings),  incurred  in  that  action  or
proceeding,  in  addition to any other relief to which such party or parties may
be  entitled.

          9.16.  Brokerage  Fee.  Notwithstanding  Section  4.5 hereof, upon the
                 --------------
written  request  of  the  Stockholders' Representative the Purchaser, in aid of
payment  of the  finder's fee which may become due to [           *           ],
agrees  to  issue  up to ten thousand (10,000) shares of its Common Stock, $.001
par  value, to [                 *                 ] (the "Finder Shares").  The
Finder  Shares  will  be  (i) unregistered and constitute restrictive securities
with  restrictive  legends  in  the same manner as is provided for the globe.com
Shares in Section 1.2 hereof and (ii) entitled to piggy back registration rights
in  the  same  manner  as  provided for the globe.com Shares.  As a condition to
issuance  of  any  Finder  Shares,  [                 *                 ]  must
execute  and  deliver  to  the  Purchaser  such  representations  and warranties
analogous  to  those  of the Stockholders in Section 4.6 hereof as the Purchaser
shall  reasonable  request.

               [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                       20
<PAGE>
     IN  WITNESS  WHEREOF,  the  undersigned  have  executed this Stock Purchase
Agreement  as  of  the  date  first  written  above.


                                       THEGLOBE.COM,  INC.



                                        By
                                          ______________________________________
                                        Name:  Edward  A.  Cespedes
                                        Title:  President
                                        110  East  Broward  Blvd.
                                        Suite  1400
                                        Ft.  Lauderdale,  Florida  33301


                                        ________________________________________
                                        [     *     ]


                                        ________________________________________
                                        [     *     ]
                                        [address]


                                        ________________________________________
                                        [     *     ]
                                        [address]


                                        ________________________________________
                                        [     *     ]
                                        [address]

                                        [     *     ]


                                        ________________________________________
                                        By: [name]
                                        [address]


                                       21
<PAGE>