SECURITY AGREEMENT

      This Security  Agreement (this "Agreement") is made and entered into as of
February 2, 2004,  by and between  theglobe.com,  inc.,  a Delaware  corporation
("theglobe"),  Strategy Plus, Inc., a Vermont corporation ("Strategy"), Voiceglo
Holdings,  Inc.,  a Delaware  corporation  ("Voiceglo"),  Chips & Bits,  Inc., a
Vermont  corporation   ("Chips"),   Direct  Partner  Telecom,  Inc.,  a  Florida
corporation ("Direct") and TC Acquisition Holdings Corp., a Delaware corporation
("TC"),  (Strategy,  Voiceglo,  Chips, Direct and TC are sometimes  collectively
referred to herein as the  "Subsidiaries,"  and together with  theglobe,  as the
"Grantors"),  and the  Investors  listed  on  Schedule  A hereto  (collectively,
"Secured Parties").

                                    RECITALS

      A. Pursuant to that certain Note Purchase  Agreement  dated as of February
2, 2004 by and between  theglobe  and the Secured  Parties  (the "Note  Purchase
Agreement"),  Secured  Parties have agreed to make certain  advances of money to
Grantors  in the  amounts  and manner set forth in the Note  Purchase  Agreement
(collectively,  the "Loans") and as  represented  by one or more Demand  Secured
Convertible Promissory Notes of even date (the "Bridge Notes").

      B. In order to induce the Secured  Parties to enter into the Note Purchase
Agreement and in furtherance of covenants and undertakings  pursuant to the Note
Purchase  Agreement,  the Subsidiaries  entered into an  Unconditional  Guaranty
Agreement  (the  "Guaranty")  pursuant  to which  each  agreed to  guaranty  the
obligations of theglobe under the Note Purchase Agreement,  the promissory notes
issued  thereunder and related  documentation and agreed to secure such Guaranty
with a lien on their  respective  assets as provided  herein (the Note  Purchase
Agreement,   promissory  notes,   Guaranty  and  this  Agreement  are  sometimes
collectively referred to herein as the "Transaction Documents");

      C.  Subsidiaries   acknowledge  that  they  will  substantially   benefit,
economically  and  otherwise,  from the  theglobe  executing  the Note  Purchase
Agreement and the proceeds of the loan derived therefrom;

      D.  Grantors  wish to secure  performance  and payment of all  obligations
under the  Transaction  Documents  (the  "Obligations")  to the Secured  Parties
pursuant to the Transaction Documents,  this Agreement or otherwise, with all of
their tangible and intangible assets,  including without  limitation,  goodwill,
intellectual  property and Grantors'  contractual rights with third parties, all
as  further  described  on  Exhibit A attached  hereto.  All terms used  without
definition in this Agreement shall have the meaning assigned to them in the Note
Purchase  Agreement.  All terms used without  definition in this Agreement or in
the Note Purchase Agreement shall have the meaning assigned to them in the UCC.

      E.  Secured  Parties are willing to make the Loans to  theglobe,  but only
upon the  condition,  among  others,  that the Grantors  shall have executed and
delivered to Secured Parties this Agreement.

      NOW, THEREFORE, Grantors and the Secured Parties agree as follows:

<PAGE>

      1. Grant of Security Interest. To secure all of the Obligations,  Grantors
grant to Secured  Parties a  security  interest  in the  property  described  in
Exhibit A (the  "Collateral").  Such security  interest shall be shared on a pro
rata  basis with  those  secured  party  investors  (together  with any of their
permitted  assigns)  listed on Exhibit A (the "Existing  Secured  Parties",  and
together with the Secured Parties,  the "Lien Holders") of that certain Security
Agreement  dated May 22,  2003 (the  "2003  Security  Agreement")  and whom hold
Secured  Convertible  Promissory  Notes  in the  original  principal  amount  of
$1,750,000 (the "Existing Notes").

      2. Grantors' Representations and Warranties.  Grantors represent, warrant,
and covenant, jointly and severally, as follows:

            (a)  Authorization.  Grantors  have  authority and have obtained all
approvals and consents  necessary to enter into this  Agreement  (including  the
consent of the Existing Secured Parties), and Grantors' execution,  delivery and
performance  of this  Agreement  will not violate or conflict  with the terms of
Grantors'  Certificates of Incorporation  or Bylaws or any statute,  regulation,
ordinance, rule of law, agreement,  contract,  mortgage,  indenture, bond, bill,
note, or other  instrument or writing binding upon Grantors or to which Grantors
are subject.

            (b) Title.  The  Collateral  is owned by the Grantors and is free of
all liens,  encumbrances  and other security  interests,  other than the lien of
this Agreement,  and liens  attributable to any other agreement  entered into by
the  Grantors  and  Secured   Parties  in  connection   with  the   transactions
contemplated  by the Note  Purchase  Agreement  and the  liens  of the  Existing
Secured  Parties  pursuant  to  the  2003  Security   Agreement   (collectively,
"Permitted Liens").

            (c) Further  Representations.  Grantors further represent,  warrant,
and  covenant  that (i) Grantors are not in default  under any  agreement  under
which Grantors owe any money, or any agreement,  the violation or termination of
which could  reasonably  be expected  to have a material  adverse  effect on the
Grantors;  (ii) the  information,  if any,  provided by the  Grantors to Secured
Parties  pursuant to a request for such information from any Secured Party on or
prior  to the  date of  this  Agreement  is true  and  correct  in all  material
respects;  (iii) all financial  statements and other information provided to any
Secured Party, if any, fairly present  Grantors'  financial  condition as at the
respective  dates thereof,  and there has not been a material  adverse change in
the financial condition of the Grantors since the date of the most recent of the
financial  statements  submitted  to any Secured  Party;  (iv)  Grantors  are in
compliance  with all laws and orders  applicable  to it where the  failure to so
comply could  reasonably  be expected to have a material  adverse  effect on the
Grantors;  (v)  Grantors are not party to any  litigation  and are not, to their
knowledge the subject of any government investigation,  and the Grantors have no
knowledge  of any  pending  litigation  or  investigation  or the  existence  of
circumstances  that reasonably could be expected to give rise to such litigation
or investigation;  (vi) Grantors'  principal place of business is located at the
address  specified  in  Section  9; and  (vii)  the  representations  and  other
statements  made by the Grantors to Secured  Parties,  do not, taken as a whole,
contain any untrue statement of a material fact or omit to state a material fact
necessary to make any statements made to Secured Parties not misleading.


                                       2
<PAGE>

      3. Covenants.

            (a) Encumbrances.  The parties acknowledged that a security interest
in the Collateral  already exists under the 2003 Security  Agreement in favor of
the Existing  Secured  Parties.  Notwithstanding  that security  interest in the
Collateral  under the 2003 Security  Agreement,  the Grantors shall not grant an
additional  security  interest in any of the Collateral or execute any financing
statements covering any of the Collateral in favor of any person or entity other
than Secured Parties or the Existing Secured Parties.

            (b) Use of  Collateral.  The  Collateral  will  not be used  for any
unlawful  purpose  or in any way that will  void any  insurance  required  to be
carried in  connection  therewith.  Grantors will keep the  Collateral  free and
clear of liens (other than Permitted  Liens) and, as appropriate and applicable,
will  keep it in good  condition  and  repair,  and  will  clean,  shelter,  and
otherwise  care for the  Collateral  in all  such  ways as are  considered  good
practice by owners of like property.

            (c)  Indemnification.   Grantors  shall  indemnify  Secured  Parties
against all losses,  claims,  demands and  liabilities of any kind caused by the
Collateral.

            (d)  Perfection  of Security  Interest.  Grantors  shall execute and
deliver  such  documents  as any Secured  Party  reasonably  deems  necessary to
create,   perfect  and  continue  the  security   interest  in  the   Collateral
contemplated hereby.

            (e) Insurance of Collateral.  Grantors, at their expense, shall keep
the  Collateral  insured  against  loss or  damage  by fire,  theft,  explosion,
sprinklers,  and all  other  hazards  and  risks,  and in such  amounts,  as are
ordinarily  insured against by other owners in similar  businesses  conducted in
the locations where Grantors' business is conducted on the date hereof. Grantors
shall also  maintain  insurance  relating to Grantors'  ownership and use of the
Collateral in amounts and of a type that are customary to businesses  similar to
Grantors.

            (f) Inventory. As to Collateral which is Inventory,  Grantors agrees
(a) to the extent held in any warehouse or other third party  storage  facility,
to deliver  immediately  to Secured  Parties or  Secured  Parties'  nominee  all
warehouse receipts or other documents otherwise entitling Grantors to possession
of the Collateral,  (b) to execute and deliver to Secured Parties such financing
statements as any Secured Party may request with respect to the  Inventory,  (c)
to take such other  steps as Secured  Parties  may from time to time  reasonably
request to perfect  Secured  Parties'  security  interest in the Inventory under
applicable law, including, with respect to any portion of the Inventory held by,
or in the  possession  or under the  control of any person or entity  other than
Grantors,  to obtain the agreement of such person or entity that Secured Parties
have a first  priority  security  interest  in the  Inventory  and that  Secured
Parties may take or otherwise  exercise  control over such  Inventory,  free and
clear of any claims of such person or entity.

            (g)   Binding   Agreement.   Anything   herein   to   the   contrary
notwithstanding,  (i) Grantors  shall  remain  liable  under the  contracts  and
agreements included in the Collateral to the extent set forth therein to perform
all of its  duties  and  obligations  thereunder  to the same  extent as if this
Agreement had not been executed;  (ii) the exercise by Secured Parties of any of
the rights granted hereunder shall not release Grantors from any of their duties
or obligations  under the contracts and agreements  included in the  Collateral;
and (iii) Secured  Parties shall not have any obligation or liability  under the
contracts and agreements included in the Collateral by reason of this Agreement,
nor shall  Secured  Parties be  obligated to perform any of the  obligations  or
duties of the  Grantors  thereunder  or to take any action to collect or enforce
any claim for payment assigned hereunder.


                                       3
<PAGE>

            (h) Instruments. Grantors will deliver and pledge to Secured Parties
all Instruments that are part of the Collateral duly endorsed and accompanied by
duly executed  instruments of transfer or assignment,  all in form and substance
satisfactory to Secured Parties.

            (i) Records.  Grantors  shall prepare and keep,  in accordance  with
generally accepted  accounting  principles  consistently  applied,  complete and
accurate  records  regarding  the  Collateral  and, if and when  requested  by a
Secured Party, shall prepare and deliver a complete and accurate schedule of all
the Collateral in such detail as a Secured Party may reasonably require.

            (j)  Inspection of Grantors'  Books.  Grantors  shall permit Secured
Parties or its  designee  at  reasonable  times and from time to time to inspect
Grantors'  books,  records  and  properties  and to audit and to make  copies of
extracts from such books and records.

            (k) Fees and  Costs.  Grantors  shall  pay all  expenses,  including
reasonable  attorneys'  fees,  incurred by Secured Parties in the  preservation,
realization,  enforcement  or exercise of any Secured  Party's rights under this
Agreement.

            (l) Further Assurances.  At any time and from time to time, upon the
written  request of a Secured  Party,  and at the sole expense of the  Grantors,
Grantors  shall  promptly  and duly execute and deliver any and all such further
instruments  and documents  and take such further  action as a Secured Party may
reasonably  deem  desirable to obtain the full benefits of this Agreement and of
the rights and powers herein  granted,  including,  without  limitation,  (i) to
secure all consents and approvals  necessary or  appropriate  for the grant of a
security  interest to Secured  Parties in any Collateral  held by Grantors or in
which  Grantors  have any  rights  not  heretofore  assigned,  (ii)  filing  any
financing or continuation  statements under the UCC with respect to the security
interests  granted hereby,  (iii)  transferring  Collateral to Secured  Parties'
possession  (if a security  interest  in such  Collateral  can be  perfected  by
possession),  (iv) placing the interest of Secured  Parties as lienholder on the
certificate  of title (or other  evidence of  ownership) of any vehicle owned by
the  Grantors  or in or with  respect to which the  Grantors  hold a  beneficial
interest,  (v) using its best efforts to obtain  waivers of liens from landlords
and mortgagees,  and (vi) causing each  wholly-owned  subsidiary which becomes a
subsidiary  of  theglobe  after  the  effective  date  hereof to (A) join in the
Guaranty  as an  additional  guarantor  and (B)  join in  this  Agreement  as an
additional  "Subsidiary" and "Grantor" within the meaning hereof.  Grantors also
hereby  authorize  Secured  Parties to file any such  financing or  continuation
statement  without the signature of Grantors.  If any amount payable under or in
connection  with any of the  Collateral  is or  shall  become  evidenced  by any
Instrument,  such  Instrument,  other  than  checks  and notes  received  in the
ordinary course of business,  shall be duly endorsed in a manner satisfactory to
Secured Parties and delivered to Secured Parties promptly upon Grantors' receipt
thereof.


                                       4
<PAGE>

      4. Events of Default.  The  occurrence  of (i) any breach or default under
the Note  Purchase  Agreement  (or any  promissory  note or other  agreement  or
instrument delivered in connection therewith,  the Transaction Documents) (after
giving affect to any applicable  notice and cure period  thereunder) or (ii) the
breach of any  representation  under this  Agreement  (after  notice of any such
breach from any Secured  Party and  expiration of a fifteen (15) day cure period
without cure of such breach to Secured Parties' satisfaction), or the failure to
perform any obligation  under Section 3 of this Agreement,  shall  constitute an
"Event of Default" under this Agreement.

      5. Remedies on Default.

            (a) Upon the occurrence of an Event of Default,  Secured Parties may
declare  all  amounts  outstanding  under  the  Note  Purchase  Agreement  to be
immediately due and payable,  and thereupon all such amounts shall be and become
immediately due and payable to the Secured  Parties.  Secured Parties shall have
all rights, privileges,  powers and remedies provided by law, except as provided
below.  The  Secured  Parties may not  exercise  any of the  following  remedies
unless: (i) all of the obligations owing the Existing Secured Parties secured by
the 2003 Security Agreement have been paid or (ii) such Existing Secured Parties
have  declared the  obligations  owing them to likewise be in default,  in which
event,  the  following  remedies  shall only be  undertaken  by vote,  action or
consent  of  Lienholders  holding  at least a  majority  of the  then  aggregate
outstanding principle and interest under the Bridge Notes and Existing Notes:

                  i. Secured Parties may gather, take possession of, and sell or
otherwise dispose of, the Collateral in accordance with applicable law; and

                  ii.  Secured  Parties may use,  operate,  consume and sell the
Collateral  in its  possession  as  appropriate  for the  purpose of  performing
Grantors'  obligations  with respect thereto to the extent  necessary to satisfy
the obligations of Grantors.

            (b) All payments  received and amounts  realized by Secured  Parties
(or Lienholders, as applicable) shall be promptly applied and distributed by the
Secured  Parties (or  Lienholders,  as  applicable)  in the  following  order of
priority:

                  i. first, to the payment of all costs and expenses,  including
reasonable  legal  expenses and attorneys  fees,  incurred or made  hereunder by
Secured Parties (or the  Lienholders,  as applicable),  including any such costs
and expenses of  foreclosure or suit, if any, and of any sale or the exercise of
any other remedy under this  Section 5, and of all taxes,  assessments  or liens
superior to the lien granted under this Agreement;

                  ii.  second,  to payment  to the  Secured  Parties  (up to the
amount then owing under the Note Purchase Agreement) and, if with respect to any
of the actions  described in  subparagraphs  (a) i. or ii.  above;  the Existing
Secured  Parties,  on a pro rata  basis,  based  upon the  respective  amount of
principal and interest then outstanding to all of such Parties; and

                  iii. third, to the Grantors (to the extent of any surplus).


                                       5
<PAGE>

      6. Power of  Attorney.  Following  an Event of  Default,  Grantors  hereby
appoint  Secured  Parties,  its  attorney-in-fact  to prepare,  sign and file or
record, for Grantors in Grantors' name, any financing  statements,  applications
for  registration and like papers and to take any other action deemed by Secured
Parties as necessary  or desirable in order to perfect the security  interest of
the Secured Parties hereunder, to dispose of any Collateral,  and to perform any
obligations  of the  Grantors  hereunder,  at  Grantors'  expense,  but  without
obligation to do so. Any proceeds received from the foregoing actions of Secured
Parties will be distributed in accordance with Section 5(d) of this Agreement.

      7. Remedies Cumulative. Subject only to the rights of the Existing Secured
Parties,  the Secured  Parties' rights and remedies under this Agreement and all
other  agreements  shall be cumulative.  Each Secured Party shall have all other
rights and  remedies  not  inconsistent  herewith as provided  under the Florida
Uniform  Commercial Code (the "UCC"),  by law, or in equity.  No exercise by any
Secured Party of one right or remedy shall be deemed an election,  and no waiver
by any  Secured  Party of any  Event of  Default  shall be  deemed a  continuing
waiver.  No delay by any Secured Party shall constitute a waiver,  election,  or
acquiescence  by it. No waiver by any Secured  Party shall be  effective  unless
made in a written document signed on behalf of such Secured Party and then shall
be  effective  only in the specific  instance  and for the specific  purpose for
which it was given.

      8. Grantors' Waivers. Secured Parties may, at their election,  exercise or
decline or fail to exercise any right or remedy it may have against the Grantors
or any security held by Secured Parties,  including without limitation the right
to foreclose  upon any such security by judicial or  nonjudicial  sale,  without
affecting  or impairing  in any way the  liability  of the  Grantors  hereunder.
Grantors waive any setoff,  defense or  counterclaim  that the Grantors may have
against  any  Secured  Party.  Grantors  waive any  defense  arising  out of the
absence,  impairment or loss of any right of reimbursement or subrogation or any
other rights  against the Grantors.  Grantors waive all rights to participate in
any  security  now or  hereafter  held by Secured  Parties.  Grantors  waive all
presentments,  demands for  performance,  notices of  nonperformance,  protests,
notices of  protest,  notices of  dishonor,  and notices of  acceptance  of this
Agreement  and of the  existence,  creation,  or incurring of new or  additional
indebtedness.

      9. Notices.  Unless otherwise  provided in this Agreement,  all notices or
demands by any party relating to this Agreement or any other  agreement  entered
into in  connection  herewith  shall be in writing  and  (except  for  financial
statements and other  informational  documents  which may be sent by first-class
mail,  postage  prepaid)  shall be personally  delivered or sent by a recognized
overnight  delivery  service,  certified mail,  postage prepaid,  return receipt
requested,  or by telefacsimile  to the Grantors or to Secured  Parties,  as the
case may be, at its addresses set forth below:


                                       6
<PAGE>

        If to Grantors:             theglobe.com, inc.
                                    Chips & Bits, Inc.
                                    Strategy Plus, Inc.
                                    Voiceglo Holdings, Inc.
                                    TC Acquisition Holdings Corp.
                                    Direct Partner Telecom, Inc.
                                    110 East Broward Boulevard
                                    Suite 1400
                                    Fort Lauderdale, FL  33301
                                    Attn: Edward Cespedes
                                    FAX: (954) 769-5930

        with a copy to::
                                    Kimberly L. Barbar, Esq.
                                    Donald E. "Rocky" Thompson, II, Esq.
                                    Proskauer Rose LLP
                                    2255 Glades Road, Suite 340W
                                    Boca Raton, FL  33431
                                    FAX: (561) 241-7145

        If to a Secured Party:      Michael S. Egan and S. Jacqueline Egan,
                                      as Tenants by the Entireties
                                    c/o theglobe.com, inc.
                                    110 E. Broward Boulevard
                                    14th Floor
                                    Fort Lauderdale, FL  33301
                                    Attn:  Edward A Cespedes
                                    FAX:  (954) 769-5930

        with a copy to:             Kimberly L. Barbar, Esq.
                                    Donald E. "Rocky" Thompson, II, Esq.
                                    Proskauer Rose LLP
                                    2255 Glades Road, Suite 340W
                                    Boca Raton, FL  33431
                                    FAX:  (561) 241-7145

      The  parties  hereto may  change the  address at which they are to receive
notices  hereunder,  by notice in writing in the  foregoing  manner given to the
other.

      10. Choice of Law and Venue; Jury Trial Waiver.

      This Agreement shall be governed by, and construed in accordance with, the
internal laws of the State of Florida, without regard to principles of conflicts
of law.  Each of Grantors and Secured  Parties  acknowledge  that a  substantial
portion of  negotiations  and  anticipated  performance  and  execution  of this
Agreement  occurred  or shall  occur  in  Broward  County,  Florida,  and  that,
therefore,  without  limiting the  jurisdiction or venue of any other federal or
state courts,  each of the parties  irrevocably and  unconditionally  (a) agrees
that any suit,  action or legal  proceeding  arising  out of or relating to this
Agreement  may be  brought  in the  courts of record of the State of  Florida in
Broward County or the court of the United States,  Southern District of Florida;
(b)  consents  to the  jurisdiction  of each such  court in any suit,  action or
proceeding;  (c)  waives  any  objection  which it may have to the laying of the
venue of any such suit,  action or  proceeding  in any of such  courts;  and (d)
agrees that service of any court paper may be effected 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.  GRANTORS AND SECURED PARTIES EACH
HEREBY  WAIVE THEIR  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS  AGREEMENT OR ANY OF THE LOAN DOCUMENTS
OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS,  BREACH OF DUTY CLAIMS,  AND ALL OTHER  COMMON LAW OR STATUTORY  CLAIMS.
EACH PARTY  RECOGNIZES  AND  AGREES  THAT THE  FOREGOING  WAIVER  CONSTITUTES  A
MATERIAL  INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT.  EACH PARTY REPRESENTS
AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT
KNOWINGLY AND VOLUNTARILY  WAIVES ITS JURY TRIAL RIGHTS  FOLLOWING  CONSULTATION
WITH LEGAL COUNSEL.


                                       7
<PAGE>

      11. General Provisions.

            (a) Successors and Assigns.  This Agreement  shall bind and inure to
the benefit of the respective  successors  and permitted  assigns of each of the
parties; provided, however, that neither this Agreement nor any rights hereunder
may be assigned by the Grantors  without Secured Parties' prior written consent,
which consent may be granted or withheld in Secured  Parties'  sole  discretion.
Each Secured  Party shall have the right without the consent of or notice to the
Grantors to sell, transfer, negotiate, or grant participation in all or any part
of, or any interest in, such Secured  Party's  obligations,  rights and benefits
hereunder.

            (b)  Indemnification.  Grantors  shall  defend,  indemnify  and hold
harmless Secured Parties and their respective  officers,  employees,  and agents
against:  (a) all  obligations,  demands,  claims,  and  liabilities  claimed or
asserted by any other party in connection with Grantors'  failure to comply with
the terms of this Agreement; and (b) all losses or expenses in any way suffered,
incurred,  or paid by any Secured Party as a result of or in any way arising out
of, following, or consequential to Grantors' failure to comply with the terms of
this  Agreement  (including  without  limitation  reasonable  attorneys fees and
expenses),  except for losses caused by any Secured Party's gross  negligence or
willful misconduct.

            (c) Time of Essence.  Time is of the essence for the  performance of
all obligations set forth in this Agreement.

            (d)  Severability  of  Provisions.  Each provision of this Agreement
shall be severable from every other  provision of this Agreement for the purpose
of determining the legal enforceability of any specific provision.

            (e) Amendments in Writing,  Integration.  This  Agreement  cannot be
amended   or   terminated   orally.   All  prior   agreements,   understandings,
representations,  warranties,  and negotiations  between the parties hereto with
respect to the subject  matter of this  Agreement,  if any, are merged into this
Agreement.


                                       8
<PAGE>

            (f)  Counterparts.  This  Agreement may be executed in any number of
counterparts and by different parties on separate  counterparts,  each of which,
when  executed  and  delivered,  shall be deemed to be an  original,  and all of
which, when taken together, shall constitute but one and the same Agreement.

            (g) Survival. All covenants,  representations and warranties made in
this  Agreement  shall  continue  in  full  force  and  effect  so  long  as any
Obligations  remain  outstanding or any Secured Party has any obligation to make
Credit Extensions to the Grantors.  The obligations of the Grantors to indemnify
the Secured  Parties with respect to the expenses,  damages,  losses,  costs and
liabilities  described in Section (b) shall survive until all applicable statute
of limitations  periods with respect to actions that may be brought  against any
Secured Party have run.


                                       9
<PAGE>

      IN WITNESS  WHEREOF,  the parties have executed this Agreement on the date
set forth above.

GRANTORS:                               SECURED PARTIES:

theglobe.com, inc.                      Michael S. Egan and S. Jacqueline  Egan,
                                          as Tenants by the Entireties

By:________________________________     ________________________________________
Name:______________________________     Michael S. Egan
Title:_____________________________
                                        ________________________________________
                                        S. Jacqueline Egan

Chips & Bits, Inc., a Vermont corporation


By:________________________________
Name:______________________________
Title:_____________________________

Strategy Plus, Inc., a Vermont corporation


By:________________________________
Name:______________________________
Title:_____________________________

Voiceglo Holdings, Inc., a Delaware corporation


By:________________________________
Name:______________________________
Title:_____________________________

TC Acquisition Holdings Corp., a Delaware corporation


By:________________________________
Name:______________________________
Title:_____________________________

Direct Partner Telecom, Inc., a Florida corporation


By:________________________________
Name:______________________________
Title:_____________________________


                                       10
<PAGE>

GRANTORS:

theglobe.com, inc., a Delaware corporation
Chips & Bits, Inc., a Vermont corporation
Strategy Plus, Inc., a Vermont corporation
Voiceglo Holdings, Inc., a Delaware corporation
TC Acquisition Holdings Corp., a Delaware corporation
Direct Partner Telecom, Inc., a Florida corporation

SECURED PARTIES:

Michael S. Egan and S. Jacqueline Egan,
as Tenants by the Entireties

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                                    EXHIBIT A
                        COLLATERAL DESCRIPTION ATTACHMENT
                           TO THIS SECURITY AGREEMENT

      All personal property of Grantors whether presently  existing or hereafter
created or acquired, and wherever located, including, but not limited to:

            (a)  all  accounts  (including  health-care-insurance  receivables),
chattel  paper  (including  tangible  and  electronic  chattel  paper),  deposit
accounts,  documents (including negotiable documents),  equipment (including all
accessions  and  additions  thereto),  general  intangibles  (including  payment
intangibles and software),  goods (including fixtures),  instruments  (including
promissory notes),  inventory  (including all goods held for sale or lease or to
be  furnished   under  a  contract  of  service,   and  including   returns  and
repossessions),   investment  property  (including   securities  and  securities
entitlements),  letter of credit rights,  money, and all of each Grantor's books
and  records  with  respect  to any of the  foregoing,  and  the  computers  and
equipment containing said books and records;

            (b)  all  common  law  and   statutory   copyrights   and  copyright
registrations, applications for registration, now existing or hereafter arising,
in the United States of America or in any foreign  jurisdiction,  obtained or to
be obtained on or in connection  with any of the forgoing,  or any parts thereof
or any  underlying or component  elements of any of the forgoing,  together with
the right to copyright and all rights to renew or extend such copyrights and the
right  (but not the  obligation)  of  Secured  Parties  to sue in their own name
and/or in the name of any Grantor for past, present and future  infringements of
copyright;

            (c) all trademarks, service marks, trade names and service names and
the goodwill associated therewith,  together with the right to trademark and all
rights to renew or extend such trademarks and the right (but not the obligation)
of Secured  Parties to sue in its own name  and/or in the name of a Grantor  for
past, present and future infringements of trademark;

            (d) all (i)  patents  and  patent  applications  filed in the United
States  Patent  and  Trademark  Office  or any  similar  office  of any  foreign
jurisdiction, and interests under patent license agreements,  including, without
limitation,  the inventions and improvements described and claimed therein, (ii)
licenses  pertaining  to any patent  whether a Grantor is licensor or  licensee,
(iii) income, royalties, damages, payments, accounts and accounts receivable now
or  hereafter  due and/or  payable  under and with respect  thereto,  including,
without   limitation,   damages  and  payments  for  past,   present  or  future
infringements thereof, (iv) right (but not the obligation) to sue in the name of
any Grantor and/or in the name of Secured  Parties for past,  present and future
infringements  thereof, (v) rights corresponding thereto throughout the world in
all  jurisdictions  in which such  patents  have been issued or applied for, and
(vi)   reissues,    divisions,    continuations,    renewals,   extensions   and
continuations-in-part with respect to any of the foregoing; and

            (e) any and all cash proceeds and/or noncash  proceeds of any of the
foregoing, including, without limitation, insurance proceeds, and all supporting
obligations  and the  security  therefor or for any right to payment.  All terms
above have the meanings given to them in the Florida Uniform Commercial Code, as
amended or supplemented from time to time.

      Notwithstanding the foregoing, the term "Collateral" shall not include any
Equipment  or rights of the  Grantors  as a lessee or licensee to the extent the
granting of a security interest therein would be contrary to applicable law.

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                                   Schedule A
                            Investors/Secured Parties

Name of Purchaser/Address                               Principal Amount of Note
-------------------------                               ------------------------

Michael S. Egan and S. Jacqueline Egan,                 $2,000,000
as Tenants by the Entireties