EXHIBIT
      4.1


    SECURED
      DEMAND CONVERTIBLE PROMISSORY NOTE

    


    $500,000Executed
      at: Fort Lauderdale, Florida

    Dated:
      July 19, 2007

    


    theglobe.com,
      inc. a Delaware corporation (the "Company"), the principal office of which
      is
      located at 110 East Broward Boulevard, Suite 1400, Fort Lauderdale, Florida
      33301, for value received, hereby promises to pay to Dancing Bear Investments,
      Inc., a Florida corporation, or its permitted assigns (the "Holder"), the sum
      of
      Five Hundred Thousand Dollars ($500,000.00), or such lesser amount as shall
      then
      equal the outstanding principal amount hereof, together with interest thereon
      at
      the rate of ten percent (10%) per annum, on the terms and conditions set forth
      hereinafter. This Note is one of several Notes issued in accordance with, and
      is
      subject to the provisions of, that certain Note Purchase Agreement between
      the
      Company and the Holder, dated on or about May 29, 2007 (the "Note Purchase
      Agreement"). For purposes of this Note, the holders of the Notes representing
      at
      least a majority of the outstanding principal of all the Notes in the aggregate
      issued pursuant to the Note Purchase Agreement are referred to herein as the
      “Majority Holders”). Other defined terms used herein and not otherwise
      specifically defined herein shall have the same meanings as set forth in the
      Note Purchase Agreement. 

    


    The
      following is a statement of the rights of the Holder and the conditions to
      which
      this Note is subject, and to which the Holder, by the acceptance of this Note,
      agrees:

    


    1.  Principal
      and Interest.
      Except
      as provided herein and in Section 5 hereof, all payments under this Note shall
      be by cashier's check, wire transfer or other immediately available funds
      payable in United States currency. The principal hereof shall be due and payable
      five business days following any DEMAND for payment (the "Maturity Date"),
      which
      DEMAND may be made by the Holder at anytime. Accrued interest, at the rate
      mentioned above, shall be due and payable on the Maturity Date. 

     

    2.  Events
      of Default.
      Each of
      the following events shall be deemed an Event of Default hereunder: (i) the
      Company fails to timely pay all then outstanding principal and accrued interest
      when due; (ii) the Company files a petition or action for relief under any
      bankruptcy, insolvency or moratorium law or any other law for the relief of,
      or
      relating to, debtors, now or hereafter in effect, or makes any assignment for
      the benefit of creditors or takes any action in furtherance of any of the
      foregoing; (iii) an involuntary petition is filed against the Company (unless
      such petition is dismissed or discharged within sixty (60) days) under any
      bankruptcy statute now or hereafter in effect, or a custodian, receiver,
      trustee, assignee for the benefit of creditors (or other similar official)
      is
      appointed to take possession, custody or control of any property of the Company;
      or (iv) the Company defaults on any of its obligations or breaches any of its
      representations, warranties or covenants in the Note Purchase Agreement or
      the
      Security Agreement and such breach remains uncured to the reasonable
      satisfaction of the Majority Holders for a period of five (5) business days
      after notice thereof from the Majority Holders (whom may elect to waive any
      such
      default or breach).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Upon
      the
      occurrence of an Event of Default hereunder, all unpaid principal, accrued
      interest and other amounts owing hereunder shall: at the option of the Holder
      in
      the case of an Event of Default of the nature specified in clause (i) above;
      automatically in the case of an Event of Default pursuant to clauses (ii) or
      (iii) above; and at the option of the Majority Holders in the case of an Event
      of Default pursuant to clause (iv) above, be immediately due, payable and
      collectible by Holder pursuant to applicable law. Subject to the foregoing,
      Holder shall have all rights and may exercise any remedies available to it
      under
      law, successively or concurrently. In addition, at any time or times during
      which an Event of Default shall then exist or upon the maturity of this Note,
      the interest rate under this Note shall be equal to the lesser of: (i) eighteen
      percent (18%) per annum; or (ii) the maximum rate of interest permitted by
      applicable law, and shall be due and payable ON DEMAND. 

    


    3.  Security.
      The
      Company's obligations hereunder shall be secured by a security interest in
      and
      upon the "Collateral" (as defined in the Security Agreement) of the Company.
      The
      Company agrees to execute and deliver to the Holder and for the benefit of
      all
      Holders of the Notes, in form and substance reasonably satisfactory to Majority
      Holders, a security agreement, financing statement and such other documents
      as
      the Majority Holders may reasonably require with regards to such security
      interest. 

     

    4.  Prepayment.
      The
      Company may not prepay this Note in whole or in part at any time prior to May
      29, 2008, without the prior written consent of the Majority Holders. In
      recognition of Holder's conversion rights pursuant to Section 5 hereof, such
      consent may be withheld in the sole discretion of the Majority Holders. After
      May 29, 2008, the Company may prepay this Note at any time upon at least fifteen
      days prior written notice of the proposed date of prepayment; provided, however,
      that the Holder may elect to convert all or a portion of this Note at any time
      prior to such date of prepayment.

     

    5.  Conversion.

     

    Voluntary
      Conversion.
      The
      Holder of this Note has the right, at the Holder's option, to convert the
      outstanding principal under this Note, in accordance with the provisions of
      Section 5.2 hereof, in whole or in part, but in denominations of not less than
      Ten Thousand Dollars ($10,000) (unless the entire principal balance of this
      Note
      is being converted), into fully paid and nonassessable shares of Common Stock
      of
      the Company. Subject to Section 6 below, the number of shares of Common Stock
      into which the outstanding principal of this Note may be converted ("Conversion
      Shares") shall be determined by dividing the principal amount for which
      conversion is requested by the Conversion Price (as defined below) in effect
      at
      the time of such conversion. The initial “Conversion Price” shall be One Cent
      ($.01). Notwithstanding anything herein to the contrary, if, after taking into
      account the number of shares of the Company’s Common Stock issuable upon
      exercise or conversion of all outstanding securities of the Company (other
      than
      the Notes) that are, directly or indirectly, convertible or exercisable into
      shares of Common Stock, the Company does not have authorized a sufficient number
      of shares of Common Stock to permit conversion of this Note and each other
      Note
      in full, then this Note shall, subject to the terms hereof, be convertible
      only
      to the extent of the number of shares of Common Stock that are authorized and
      available for issuance hereunder. Any portion of the principal amount of this
      Note which is not convertible due to the application of the foregoing sentence
      shall become subject to conversion hereunder at such time as the Company’s
      shareholders authorize an amendment to the Company’s certificate of
      incorporation authorizing a number of additional shares of Common Stock
      sufficient to permit such conversion.

     

    
      
        
        

      

      
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    5.1  Conversion
      Procedure.
      Before
      the Holder shall be entitled to convert this Note into shares of Common Stock,
      it shall give written notice by mail, postage prepaid, to the Company at its
      principal corporate office, of the election to convert the Note, and shall
      state
      therein the name or names in which the certificate for shares of Common Stock
      are to be issued. A closing for such conversion shall be held at the offices
      of
      the Company on the fifth business day following the date of deposit of the
      notice in the mail or such other date mutually acceptable to the Holder and
      the
      Company. At such closing the Company shall issue and deliver to the Holder
      of
      this Note a certificate or certificates (bearing such legends as are required
      under applicable state and federal securities laws in the opinion of counsel
      to
      the Company) for the number of shares of Common Stock to which the Holder shall
      be entitled as aforesaid, together with a check made payable to the Holder
      in
      the amount of any accrued interest on the principal amount converted to the
      date
      of such conversion, and the Holder shall surrender this Note. Such conversion
      shall be deemed to have been made immediately prior to the close of business
      on
      the date of mailing of Holder's written notice of exercise (the "Effective
      Date"), and the person or persons entitled to receive the shares of Common
      Stock
      issuable upon such conversion shall be treated for all purposes as the record
      holder or holders of such shares of Common Stock as of such date.

     

    5.2  Mechanics
      of Conversion.
      No
      fractional shares of Common Stock shall be issued upon conversion of this Note.
      In lieu of the Company issuing any fractional shares to the Holder upon the
      conversion of this Note, the Company shall pay to the Holder the amount of
      outstanding principal that is not so converted. If the conversion is for less
      than the entire outstanding principal balance of this Note, then the Company
      shall issue a replacement Note to the Holder representing the unconverted
      principal balance. 

     

    6.  Conversion
      Price Adjustments.

     

    6.1  Adjustments
      for Subdivision, Dividends, Combinations or Consolidations of Common
      Stock.
      If the
      Company shall at any time or from time to time after the date that this Note
      is
      issued (the “Original Issue Date”) effect a combination or consolidation of the
      outstanding Common Stock, by reclassification or otherwise, into a lesser number
      of shares of Common Stock, the Conversion Price in effect immediately prior
      to
      such combination or consolidation shall, concurrently with the effectiveness
      of
      such combination or consolidation, be proportionately increased. In the event
      the Company shall declare or pay any dividend on the Common Stock payable in
      Common Stock or in the event the outstanding shares of Common Stock shall be
      subdivided, by reclassification or otherwise than by payment of a dividend
      in
      Common Stock, into a greater number of shares of Common Stock, the Conversion
      Price in effect immediately prior to such dividend or subdivision shall be
      proportionately decreased. Such adjustment shall take place (i) in the case
      of
      any such dividend, immediately after the close of business on the record date
      for the determination of holders of any class of securities entitled to receive
      such dividend and (ii) in the case of any such subdivision, at the close of
      business on the date immediately prior to the date upon which such corporate
      action becomes effective. If such record date shall have been fixed and such
      dividend shall not have been fully paid on the date fixed therefor, the
      adjustment previously made in the applicable Conversion Price that became
      effective on such record date shall be canceled as of the close of business
      on
      such record date, and thereafter the applicable Conversion Price shall be
      adjusted as of the time of actual payment of such dividend. 

     

    
      
        
        

      

      
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    6.2  Adjustment
      for Other Dividends and Distributions.
      If the
      Company at any time or from time to time after the Original Issue Date makes,
      or
      fixes a record date for the determination of holders of Common Stock entitled
      to
      receive, a dividend or other distribution payable in securities of the Company
      other than shares of Common Stock, in each such event provision shall be made
      so
      that the holder of the Note shall receive upon conversion thereof, in addition
      to the number of shares of Common Stock receivable thereupon, the amount of
      other securities of the Company that it would have received had its Note been
      converted for Common Stock on the date of such event and had it thereafter,
      during the period from the date of such event to and including the conversion
      date, retained such securities receivable by them as aforesaid during such
      period, subject to all other adjustments called for during such period under
      this Section 6 with respect to the rights of the Holder or with respect to
      such
      other securities by their terms. 

     

    6.3  Adjustment
      for Reclassification, Exchange and Substitution.
      If at
      any time or from time to time after the Original Issue Date, the Common Stock
      issuable upon the conversion of the Note is changed into the same or a different
      number of shares of any class or classes of stock, whether by recapitalization,
      reclassification or otherwise (other than a subdivision or combination of shares
      or stock dividend or a reorganization, merger, consolidation or sale of assets
      provided for elsewhere in this Section 6), in any such event the Holder shall
      have the right thereafter to convert this Note for the kind and amount of stock
      and other securities and property receivable upon such recapitalization,
      reclassification or other change by holders of the maximum number of shares
      of
      Common Stock into which this Note could have been converted immediately prior
      to
      such recapitalization, reclassification or change, all subject to further
      adjustment as provided herein or with respect to such other securities or
      property by the terms thereof. 

     

    6.4  Certificate
      as to Adjustments.
      Upon
      the occurrence of each adjustment or readjustment of the Conversion Price
      pursuant to this Section 6, the Company at its expense shall promptly compute
      such adjustment or readjustment in accordance with the terms hereof and furnish
      to each Holder a certificate setting forth such adjustment or readjustment
      and
      showing in detail the facts upon which such adjustment or readjustment is based.
      The Company shall, upon the written request at any time of any Holder, furnish
      or cause to be furnished to such Holder a like certificate setting forth (i)
      such adjustments and readjustments, (ii) the Conversion Price at the time in
      effect, and (iii) the number of shares of Common Stock and the amount, if any,
      of other property which at the time would be received upon the conversion of
      the
      Note; provided, however, that no adjustment need be made hereunder until the
      cumulative affect of such adjustment to the Conversion Price is at least
      $.01.

     

    7.  Assignment.
      Subject
      to the restrictions on transfer or assignment set forth in the Note Purchase
      Agreement, the rights and obligations of the Company and the Holder of this
      Note
      shall be binding upon and benefit the successors, assigns, heirs, administrators
      and transferees of the parties.

     

    8.  Notices.
      All
      notices, requests, consents and other communications hereunder to any party,
      shall be deemed to be sufficient if in writing and contained (i) delivered
      in
      person, (ii) delivered and received by telex, telecopier, telegram, if a
      confirmatory mailing in accordance herewith is also made, (iii) duly sent by
      registered mail return receipt requested and postage prepaid or (iv) duly sent
      by overnight delivery service, addressed to such party at the address set forth
      in the Note Purchase Agreement. All such notices and communications shall be
      deemed to have been received: (i) at the time personally (including delivery
      by
      telex, telecopier and telegram), (ii) three days after mailed to the foregoing
      persons at the addresses set forth above; (iii) the next day when sent by
      overnight delivery service; provided that rejection or other refusal to accept
      or inability to deliver because of changed address for which no notice has
      been
      received shall also constitute receipt.

     

    
      
        
        

      

      
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    9.  No
      Stockholder Rights.
      Nothing
      contained in this Note shall be construed as conferring upon the Holder or
      any
      other person the right to vote or to consent or to receive notice as a
      stockholder in respect of meetings of stockholders for the election of the
      Company or any other matters or any rights whatsoever as a stockholder of the
      Company; and no dividends or other distributions shall be payable or accrued
      in
      respect of this Note or the interest represented hereby or the Conversion Shares
      obtainable hereunder until, and only to the extent that, this Note shall have
      been converted.

     

    10.  Amendment
      and Waiver.
      This
      Note is one of several issued pursuant to the Note Purchase Agreement. Any
      term
      of this Note may be amended and the observance of any term of this Note may
      be
      waived (either generally or in a particular instance and either retroactively
      or
      prospectively), only with the written consent of the Company and the Majority
      Holders. Any amendment or waiver effected in accordance with this paragraph
      shall be binding upon the Holder, and each future holder of the Note and the
      Company, provided that no such amendment or waiver shall be binding on a Holder
      that does not consent thereto to the extent such amendment or waiver treats
      such
      Holder substantially differently than any holder of a Note that does consent
      thereto.

     

    11.  Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of Delaware, excluding that body of law relating to conflict of
      laws.

    


    IN
      WITNESS WHEREOF, the Company has caused this Note to be issued this
      19th day of July, 2007

    
      	 	 	 
	 	theglobe.com, inc.
	 
 	 
 	 
 
	
            	By:  	/s/ Robin
              S.
              Lebowitz
	 	
              
Its:
 Vice
              President
	 	
            




    Name
      of
      Holder: Dancing Bear Investments, Inc.

    
      	 	 	 	 
	
              Address: 
                 110 E. Broward Boulevard 

              Suite
                1400 

            	 	 	 
	
              Fort
                Lauderdale, FL 33301    

            	 	 	
            
	Taxpayer ID#: 65-0712083	 	 	
            



      
        
          
          

        

        
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    NOTICE
      OF CONVERSION

    


    (To
      Be
      Signed Only Upon Conversion of the Note)


    


    TO:       
       theglobe.com,
      inc.

    110
      East
      Broward Blvd.

    14th
      Floor

    Fort
      Lauderdale, Florida 33301

    


    The
      undersigned, the Holder of the foregoing Note, hereby elects to convert
      $____________ of the unpaid principal amount of such Note into shares of Common
      Stock of theglobe.com, inc., and requests that the certificate for such shares
      be issued in the name of ____________.

     

    Dated:
      ___________ ,
      200__.

    


    


    
      	 	 	 
	 	 	
              (Signature
                must conform in

              all
                respects to name of Holder

              as
                specified on the face of the Note)

            


    

    


    
      	 	 	 
	 	 	
              (Address)

            
	 	 	 
	 	 	 
	 	 	 


    

    


    


    
      
        
        

      

      
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