SECURED DEMAND CONVERTIBLE PROMISSORY NOTE

              $2,000,000.00 Executed at: _____________, California
                                                         Dated: February 2, 2004

      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 Michael
S. Egan and S. Jacqueline  Egan, as tenants by the entirety,  or their permitted
assigns (the "Holder"), the sum of Two Million Dollars ($2,000,000.00),  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  issued  in
accordance  with and is subject to the  provisions of that certain Note Purchase
Agreement  between the Company and the Holder,  among others,  dated on or about
February 2, 2004 (the "Note Purchase Agreement"). For purposes of this Note, the
holders of 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 two business days following any DEMAND
for payment,  which  DEMAND may be made by the Holder at anytime (the  "Maturity
Date").  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 ON DEMAND;  (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 for
a period of five (5)  business  days  after  notice  thereof  from the  Majority
Holders.

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

<PAGE>

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.  Such security  interest shall be senior to all other
creditors  except with respect to outstanding  obligations to the holders of the
Company's  Secured  Convertible  Promissory  Notes  dated  May  22,  2003 in the
aggregate principal amount of $1,750,000 (the "Outstanding Senior Notes"), as to
which the Notes shall share the  security  interest on a pari passu  basis.  The
Company  agrees to  execute  and  deliver  to the  Holder in form and  substance
reasonably satisfactory to Holder, a security agreement, financing statement and
such other documents as may be reasonably necessary to perfect Holder's security
interest.

      4. Prepayment. The Company may not prepay this Note in whole or in part at
any  time  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.

      5. Conversion.

            5.1 Voluntary Conversion.  The Holder of this Note has the right, at
the  Holder's  option,  at any time prior to  payment  in full of the  principal
balance of this Note, 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  ($10,000)  (unless the
entire principal balance of this Note is being  converted),  into fully paid and
nonassessable shares of Common Stock of the Company. Subject to Section 6 below,
the number of shares of Common  Stock into which the  outstanding  principal  of
this Note may be converted ("Conversion Shares") shall be determined by dividing
the principal  amount for which  conversion is requested by the Conversion Price
(as  defined  below)  in  effect  at the time of such  conversion.  The  initial
"Conversion Price" shall be Ninety Eight Cents ($.98);  provided,  however, that
(in  addition  to the  adjustments  provided  in Section 6 below),  the  initial
Conversion  Price  shall be  adjusted  as follows  with  regard to a  "Qualified
Private  Offering":  (i) in the event that the Qualified  Private Offering shall
close on or before  February  29,  2004,  and raise  gross  proceeds of at least
Fifteen  Million  Dollars  ($15,000,000),  the Conversion  Price shall equal the
sales price per share of Common Stock sold in such  Qualified  Private  Offering
and (ii) in the event the Qualified  Private Offering shall close after February
29, 2004 or for less than $15 million,  the Conversion  Price shall equal eighty
percent of the sales price per share of Common Stock sold in such Offering.  The
term "Qualified Private Offering" shall mean a private offering of securities by
the Company for gross  proceeds of at least Seven Million Five Hundred  Thousand
Dollars ($7,500,000) and which closes not later than March 31, 2004.


                                       2
<PAGE>

            5.2  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.

            5.3 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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<PAGE>

            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 Sale of Shares Below Conversion Price.

                  6.4.1 If at any time or from time to time the  Company  issues
or sells,  or is deemed by the express  provisions of this  subsection  6.4.1 to
have issued or sold,  Additional  Shares of Common  Stock (as  defined  herein),
other than as provided in Sections 6.1 through 6.3 above, for an Effective Price
(as defined herein) less than the then effective  Conversion  Price, then and in
each such case the then  existing  Conversion  Price  shall be reduced as of the
opening of business on the date of such issue or sale, to a price  determined by
multiplying the Conversion  Price by a fraction (i) the numerator of which shall
be (A) the  number of shares of Common  Stock  Deemed  Outstanding  (as  defined
herein)  immediately  prior to such issue or sale, plus (B) the number of shares
of Common Stock that the Aggregate Consideration Received (as defined herein) by
the Company for the total number of Additional  Shares of Common Stock so issued
could purchase at such Conversion Price, and (ii) the denominator of which shall
be the number of shares of Common Stock Deemed Outstanding  immediately prior to
such issue or sale plus the total number of Additional Shares of Common Stock so
issued. For the purposes of this paragraph, the number of shares of Common Stock
Deemed  Outstanding  as of a given  date  shall be the sum of (A) the  number of
shares of  Common  Stock  actually  "Outstanding,"  (B) the  number of shares of
Common  Stock into which then  outstanding  Notes  could be  exercised  if fully
exercised on the day immediately preceding the given date, and (C) the number of
shares  of  Common  Stock  which  could be  obtained  through  the  exercise  or
conversion of all other rights,  options and  convertible  securities on the day
immediately preceding the given date.


                                       4
<PAGE>

                  6.4.2 For the purpose of making any adjustment  required under
this Section 6.4,  the  consideration  received by the Company from any issue or
sale of  securities  shall (A) to the extent it consists of cash, be computed at
the  net  amount  of  cash  received  by  the  Company  after  deduction  of any
underwriting or similar commissions, compensation or concessions paid or allowed
by the Company in  connection  with such issue or sale but without  deduction of
any expenses  payable by the Company,  (B) to the extent it consists of property
other than cash, be computed at the fair value of that property as determined in
good  faith  by the  Board,  and  (C) if  Additional  Shares  of  Common  Stock,
Convertible  Securities  (as  defined  herein) or rights or options to  purchase
either Additional Shares of Common Stock or Convertible Securities are issued or
sold  together with other stock or securities or other assets of the Company for
a   consideration   that  covers  both,  be  computed  as  the  portion  of  the
consideration so received that may be reasonably determined in good faith by the
Board to be allocable to such  Additional  Shares of Common  Stock,  Convertible
Securities or rights or options.

                  6.4.3 For the purpose of the  adjustment  required  under this
Section  6.4,  if the  Company  issues or sells any  rights or  options  for the
purchase of, stock or other securities  convertible  into,  Additional Shares of
Common Stock (such  convertible  stock or securities being herein referred to as
"Convertible  Securities") and if the Effective Price of such Additional  Shares
of Common  Stock is less than the  Conversion  Price,  in each case the  Company
shall be deemed to have  issued at the time of the  issuance  of such  rights or
options or Convertible  Securities  the maximum  number of Additional  Shares of
Common Stock  issuable upon exercise or conversion  thereof and to have received
as  consideration  for the  issuance of such shares an amount equal to the total
amount of the consideration, if any, received by the Company for the issuance of
such  rights or options or  Convertible  Securities,  plus,  in the case of such
rights or options, the minimum amounts of consideration,  if any, payable to the
Company  upon the  exercise  of such  rights or  options,  plus,  in the case of
Convertible Securities, the minimum amounts of consideration, if any, payable to
the Company (other than by cancellation of liabilities or obligations  evidenced
by such Convertible  Securities) upon the conversion thereof,  provided that, if
in the case of Convertible  Securities the minimum amounts of such consideration
cannot be ascertained but are a function of  antidilution or similar  protective
clauses,  the Company  shall be deemed to have  received the minimum  amounts of
consideration without reference to such clauses;  provided further, that, if the
minimum  amount of  consideration  payable to the Company  upon the  exercise or
conversion of rights,  options or Convertible Securities is reduced over time or
on the occurrence or  non-occurrence of specified events other than by reason of
antidilution  adjustments,  the Effective Price shall be recalculated  using the
figure to which  such  minimum  amount of  consideration  is  reduced;  provided
further,  that, if the minimum  amount of  consideration  payable to the Company
upon  the  exercise  or  conversion  of  such  rights,  options  or  Convertible
Securities  is  subsequently  increased,  the  Effective  Price  shall  be again
recalculated using the increased minimum amount of consideration  payable to the
Company upon the exercise or conversion of such rights,  options or  Convertible
Securities.  No further adjustment of the Conversion Price, as adjusted upon the
issuance of such rights, options or Convertible  Securities,  shall be made as a
result of the  actual  issuance  of  Additional  Shares  of Common  Stock on the
exercise of any such rights or options or the conversion of any such Convertible
Securities.   If  any  such  rights  or  options  or  the  conversion  privilege
represented by any such Convertible  Securities shall expire without having been
exercised,  the  Conversion  Price as adjusted upon the issuance of such rights,
options or Convertible  Securities  shall be readjusted to the Conversion  Price
which  would have been in effect had an  adjustment  been made on the basis that
the only Additional  Shares of Common Stock so issued were the Additional Shares
of Common Stock, if any,  actually issued or sold on the exercise of such rights
or options or rights of  conversion  of such  Convertible  Securities,  and such
Additional  Shares  of  Common  Stock,  if any,  were  issued  or  sold  for the
consideration  actually  received by the Company  upon such  exercise,  plus the
consideration,  if any, actually received by the Company for the granting of all
such  rights  or  options,  whether  or not  exercised,  plus the  consideration
received for issuing or selling the Convertible  Securities  actually converted,
plus the consideration,  if any, actually received by the Company (other than by
cancellation  of  liabilities  or  obligations  evidenced  by  such  Convertible
Securities)  on  the  conversion  of  such   Convertible   Securities,   provide
Securities,  provided that such readjustment  shall not apply to prior exercises
of the Note.


                                       5
<PAGE>

                  6.4.4  "Additional  Shares of  Common  Stock"  shall  mean all
shares of Common Stock issued by the Company or deemed to be issued  pursuant to
this  Section  6.4,  whether or not  subsequently  reacquired  or retired by the
Company, other than (A) shares of Common Stock issued upon exercise of this Note
or any of the Notes;  (B) shares of Common  Stock  and/or  options,  warrants or
other Common Stock purchase rights, and the Common Stock issued pursuant to such
options,  warrants  or  other  rights  (as  adjusted  for any  stock  dividends,
combinations,  splits, recapitalizations and the like) issued or to be issued to
employees,  officers or directors of, or consultants or advisors to, the Company
or any  subsidiary  pursuant to stock  purchase or stock  option  plans or other
arrangements  that are approved by the Board;  (C) shares of Common Stock issued
pursuant to the exercise or conversion,  as applicable,  of options, warrants or
convertible  securities outstanding as of the Original Issue Date and (D) shares
of Common  Stock  issued  in a  Qualified  Offering.  The  "Effective  Price" of
Additional Shares of Common Stock shall mean the quotient determined by dividing
the total number of Additional  Shares of Common Stock issued or sold, or deemed
to have been  issued or sold by the Company  under this  Section  6.4,  into the
aggregate consideration received, or deemed to have been received by the Company
for such issue under this  Section  6.4,  for such  Additional  Shares of Common
Stock. The term "Qualified Offering" shall mean the closing of a firm commitment
underwritten  public offering  pursuant to an effective  registration  statement
under the  Securities  Act of 1933,  as amended,  covering the offer and sale of
Common  Stock  (whether for the account of the Company or for the account of one
or more  stockholders  of the  Company) to the public at an  aggregate  offering
price of not less than fifteen million dollars ($15,000,000).

            6.5  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.


                                       6
<PAGE>

      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.

      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.  Governing Law. This  Agreement  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.


                                       7
<PAGE>

         IN WITNESS WHEREOF,  the Company has caused this Note to be issued this
2nd day of February, 2004

                                        theglobe.com, inc.


                                        By:_____________________________________
                                        Its:____________________________________

Name of Holder:____________________

Address:___________________________
        ___________________________
        ___________________________

Taxpayer ID#:______________________

<PAGE>

                              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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