SECURITIES PURCHASE AND REGISTRATION AGREEMENT

         This SECURITIES PURCHASE AND REGISTRATION AGREEMENT (this "AGREEMENT"),
dated as of  March 2,  2004,  by and  among  theglobe.com,  inc,  a  corporation
organized  under  the laws of the State of  Delaware  (the  "COMPANY"),  and the
purchasers  (the  "PURCHASERS")  set forth on the  execution  pages  hereof (the
"EXECUTION PAGES").

WHEREAS:

         A. The Company and each  Purchaser are executing  and  delivering  this
Agreement in reliance upon the exemption from securities  registration  afforded
by the provisions of Regulation D ("REGULATION D"), as promulgated by the United
States  Securities and Exchange  Commission (the "SEC") under the Securities Act
of 1933, as amended (the "SECURITIES ACT").

         B. Each  Purchaser  desires to  purchase,  severally  and not  jointly,
subject to the terms and conditions stated in this Agreement, certain securities
("UNITS")  consisting of one hundred (100) shares of the Company's common stock,
$.001 par value (the "COMMON  STOCK") and a warrant to acquire fifty (50) shares
of such Common Stock (the "WARRANT"), all as more particularly described herein.

         C. The Company has agreed to provide certain  registration rights under
the Securities Act and the rules and  regulations  promulgated  thereunder,  and
applicable state securities laws.

         NOW, THEREFORE, the Company and the Purchasers hereby agree as follows:

1.       CERTAIN DEFINITIONS.

         For  purposes of this  Agreement,  the  following  terms shall have the
meanings ascribed to them as provided below:

         "BUSINESS DAY" shall be each Monday, Tuesday,  Wednesday,  Thursday and
Friday  that is not a day on which  the  banking  institutions  in the  State of
California are authorized or obligated by law or executive  order to close or be
closed.

         "INVESTMENT  AMOUNT" shall mean the dollar amount to be invested in the
Company at the Closing  pursuant to this Agreement by a Purchaser,  as set forth
on the Execution Page hereto executed by such Purchaser.

         "LATE FEE SHARES" shall mean any shares of Common Stock issued pursuant
to Section 5.b. hereof.

         "MATERIAL ADVERSE EFFECT" shall mean any material adverse effect on (i)
the Shares, (ii) the ability of the Company to perform its obligations hereunder
(including  the  issuance  of the  Shares)  or (iii) the  business,  operations,
properties or financial condition of the Company and its subsidiaries,  taken as
a whole.

         "PLACEMENT AGENT" shall mean Halpern Capital, Inc.


<PAGE>

         "PROSPECTUS"   shall  mean  the   prospectus   included   in  a  Resale
Registration  Statement, as amended or supplemented by any prospectus supplement
and by all other amendments thereto,  including post-effective  amendments,  and
all material incorporated by reference into such prospectus.

         "PURCHASE PRICE" shall be $85.00 per Unit.

         "REGISTRABLE  SECURITIES" shall mean each of the shares of Common Stock
(including  the  Underlying  Shares and any Late Fee Shares)  issued or issuable
pursuant to this  Agreement or as a result of any stock split,  stock  dividend,
recapitalization  exchange or similar event without regard to any limitations on
conversions or exercises, until the earlier of:

                  (i)  the  date  on  which  such  share  has  been  effectively
registered  under the  Securities  Act and  disposed of in  accordance  with the
Resale Registration Statement;

                  (ii) the date on which such share is transferred in compliance
with Rule 144 under the Securities Act or may be sold or transferred by a person
who is not an  affiliate  of the  Company  pursuant  to Rule  144(k)  under  the
Securities Act (or any other similar provision then in force); or

                  (iii) the date on which  such share  ceases to be  outstanding
(whether as a result of redemption, repurchase and cancellation or otherwise).

         "SECURITIES"  means  the  Units,  the  Shares,  the  Warrants  and  the
Underlying Shares, together with any Late Fee Shares.

         "SHARES" means the aggregate number of shares of Common Stock which are
being issued and sold to the Purchaser at the Closing(s).

         "TERM SHEET" shall mean the Company's  Confidential  Private  Placement
Term Sheet relating to the offering of the Shares dated on or about February 25,
2004, including the Subscription Booklet.

         "TRADING  DAY"  shall  mean a day during  which  trading in  securities
generally  occurs on the Nasdaq  National  Market or, if the Common Stock is not
quoted on the  Nasdaq  National  Market,  on the  principal  other  national  or
regional securities exchange on which the Common Stock then is listed or, if the
Common Stock is not listed on a national or regional securities exchange, on the
Over the Counter  Bulletin  Board or such other market on which the Common Stock
is then  principally  traded;  provided,  however,  that "Trading Day" shall not
include any day (an "excluded  day") during which trading in the Common Stock is
suspended  for more than three hours  between 9:30 a.m. (New York time) and 4:00
p.m. (New York time).

         "UNDERLYING  SHARES"  means the shares of Common  Stock  issuable  upon
exercise of the  Warrants or any other  securities  issued in exchange for or in
respect of such shares.

         "UNITS" means securities of the Company consisting of One Hundred (100)
shares of Common  Stock and a Warrant  to acquire  Fifty  (50)  Shares of Common
Stock, for each such Unit.

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<PAGE>

         "WARRANTS"  means,  collectively,  the Common Stock  purchase  warrants
issued and sold under this Agreement, in the form of Exhibit A.

2.       PURCHASE AND SALE.

         a.  Generally.  Except  as  otherwise  provided  in this  Section 2 and
subject to the satisfaction (or waiver) of the conditions set forth in Section 7
and Section 8 below,  each  Purchaser  shall purchase the number of Shares and a
Warrant  determined  as provided in this Section 2, and the Company  shall issue
and  sell  such  number  of  Shares  and  Warrant  to each  Purchaser  for  such
Purchaser's  Investment  Amount as provided below. The Company's  agreement with
each of the Purchasers is a separate  agreement,  and the sale of the Securities
to each of the Purchasers is a separate sale.

         b. Number of Closing  Shares and  Warrants;  Form of  Payment;  Closing
Date.

         (i) On the Closing Date (as defined below),  the Company shall sell and
each Purchaser  shall buy the number of Units as is equal to the quotient of (A)
such  Purchaser's  Investment  Amount divided by (B) the Purchase  Price. On the
Closing  Date,  each  Purchaser  shall pay the  Company an amount  equal to such
Purchaser's Investment Amount.

         (ii) On the  Closing  Date,  each  Purchaser  shall pay its  Investment
Amount by wire transfer to the Company, in accordance with the Company's written
wiring instructions against delivery of certificates representing the Shares and
Warrants (based upon the number of Units) being purchased by such Purchaser, and
the Company  shall  deliver  such Shares and Warrants  against  delivery of such
Purchaser's Investment Amount.

         (iii) Subject to the satisfaction (or waiver) of the conditions thereto
set forth in Section 7 and Section 8 below, the date and time of the sale of the
Shares  pursuant to this Agreement (the "CLOSING")  shall be 10:00 a.m.  Florida
time on March __, 2004 or such other date or time as the Placement Agent and the
Company may mutually agree ("CLOSING DATE"). The Closing shall occur at the Boca
Raton,  Florida offices of Proskauer Rose LLP ("PRLLP"),  or at such other place
as the Placement Agent and the Company may otherwise mutually agree. The Company
may hold one or more  Closings,  each of which shall be a Closing  Date but only
the Closing  described  in clause (iv) below shall also be known as the "INITIAL
CLOSING DATE."

         (iv) The parties acknowledge that Wellington  Management  Company,  LLP
("Wellington"), on behalf of certain client accounts which it manages or advises
(the "Wellington client accounts"), has committed to invest at least $15,000,000
in the Offering.  As part of the closing of the  investments  by the  Wellington
client  accounts,  the  Company  and  Wellington  may agree to deviate  from the
foregoing payment and delivery requirements. For purposes of this Agreement, the
later of the date upon which the Company has issued and  delivered to Wellington
all  requisite  stock  certificates  and  Warrants  and the date upon  which the
Company has received  immediately  available funds for at least $15,000,000 from
the Wellington  client  accounts,  shall be deemed the Initial  Closing and such
date, the Initial Closing Date.


                                       3
<PAGE>

3.       THE PURCHASER'S REPRESENTATIONS AND WARRANTIES.

         Each Purchaser severally and not jointly represents and warrants to the
Company as follows:

         a. Purchase for Own Account. The Purchaser is purchasing the Securities
for the  Purchaser's  own  account  and not  with a  present  view  towards  the
distribution thereof. The Purchaser understands that the Purchaser must bear the
economic  risk  of this  investment  indefinitely,  unless  the  Securities  are
registered pursuant to the Securities Act and any applicable state securities or
blue sky laws or an exemption from such registration is available,  and that the
Company has no present  intention of registering any such Securities  other than
as contemplated by this Agreement. Notwithstanding anything in this Section 3(a)
to the contrary, by making the foregoing representation,  the Purchaser does not
agree to hold the Securities for any minimum or other specific term and reserves
the  right  to  dispose  of the  Securities  at any time in  accordance  with or
pursuant to a registration statement or an exemption from registration under the
Securities Act and any applicable state securities laws.

         b.  Information.   The  Purchaser  has  been  furnished  all  materials
(excluding  any  material  nonpublic  information)  relating  to  the  business,
finances  and  operations  of the Company  and its  subsidiaries  and  materials
relating to the offer and sale of the Securities that have been requested by the
Purchaser,  including without  limitation,  receipt of a copy of the Term Sheet.
The Purchaser has been afforded the  opportunity to ask questions of the Company
and has received what the Purchaser  believes to be satisfactory  answers to any
inquiries.  The Purchaser  understands  that its  investment  in the  Securities
involves  a high  degree  of risk.  Neither  such  inquiries  nor any  other due
diligence  investigation conducted by the Purchaser or its counsel or any of its
representatives  shall modify,  amend or affect the Purchaser's right to rely on
the Company's representations and warranties contained in Section 4 below.

         c. Governmental Review. The Purchaser understands that no United States
federal  or state  agency or any other  government  or  governmental  agency has
passed upon or made any recommendation or endorsement of the Securities.

         d.  Authorization;  Enforcement.  The Purchaser has the requisite power
and authority to enter into and perform its obligations under this Agreement and
to purchase the Securities in accordance  with the terms hereof.  This Agreement
has been duly and validly  authorized,  executed and  delivered on behalf of the
Purchaser  and is a valid and binding  agreement  of the  Purchaser  enforceable
against  the  Purchaser  in  accordance  with its terms,  subject to  applicable
bankruptcy,  insolvency,  reorganization,  moratorium,  fraudulent  transfer and
other laws  affecting  creditors'  rights and remedies  generally and to general
principles  of  equity  (regardless  of  whether  enforcement  is  sought  in  a
proceeding at law or in equity).

         e.  Transfer or Resale.  The Purchaser  understands  that (i) except as
provided in Section 5 of this  Agreement,  the Securities  have not been and are
not being  registered under the Securities Act or any state securities laws, and
may not be transferred unless (a) subsequently registered thereunder, or (b) the
Purchaser  shall have delivered to the Company an opinion of counsel  reasonably
acceptable to the Company (which  opinion shall be in form,  substance and scope
customary for opinions of counsel in comparable transactions) to the effect that
the  Securities to be sold or transferred  may be sold or  transferred  under an
exemption  from such  registration,  and (ii)  neither the Company nor any other
person is under any obligation to register such Securities  under the Securities
Act or any state  securities  laws or to comply with the terms and conditions of
any exemption thereunder, in each case, other than pursuant to this Agreement.

                                       4
<PAGE>

         f.  Legends.  The  Purchaser  understands  that,  until  the end of the
holding  period  under  Rule  144(k)  of the  Securities  Act (or any  successor
provision) with respect to the Securities,  any stock  certificate  representing
the Securities shall bear a legend in substantially the following form:

         THE SECURITIES (AND ANY SECURITIES INTO WHICH THESE SECURITIES
         ARE EXERCISABLE) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  OR
         THE  SECURITIES  LAWS OF ANY STATE OF THE UNITED  STATES.  THE
         SECURITIES  REPRESENTED  HEREBY  MAY NOT BE OFFERED OR SOLD IN
         THE ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT  FOR THE
         SECURITIES  UNDER  APPLICABLE  SECURITIES LAWS UNLESS OFFERED,
         SOLD OR  TRANSFERRED  UNDER AN  AVAILABLE  EXEMPTION  FROM THE
         REGISTRATION REQUIREMENTS OF THOSE LAWS.

         The legend set forth above shall be removed and the Company shall issue
the Securities without such legend to the holder of the Securities upon which it
is stamped,  (i) if such Securities have been resold or transferred  pursuant to
the registration  statement  contemplated by Section 5 of this Agreement and the
registration  statement was effective at the time of such transfer,  (ii) if, in
connection  with a sale  transaction,  such holder  provides the Company with an
opinion of counsel  reasonably  acceptable  to the  Company to the effect that a
public  sale,  assignment,  pledge or  transfer  of the  Securities  may be made
without  registration  under the Securities Act, or (iii) upon expiration of the
two-year period under Rule 144(k) of the Securities Act (or any successor rule).
The Company shall not require such opinion of counsel for the sale of Securities
in  accordance  with Rule 144 of the  Securities  Act,  provided that the seller
provides  such   representations  that  the  Company  shall  reasonably  request
confirming compliance with the requirements of Rule 144.

         Such  Purchaser   understands   that,  in  the  event  Rule  144(k)  as
promulgated  under the  Securities  Act (or any  successor  rule) is  amended to
change the two-year period under Rule 144(k) (or the corresponding  period under
any successor  rule),  (i) each  reference in Section 3(f) of this  Agreement to
"two (2) years" or the  "two-year  period"  shall be deemed for all  purposes of
this  Agreement  to  be  references  to  such  changed  period,   and  (ii)  all
corresponding  references in the Securities  shall be deemed for all purposes to
be references to the changed period, provided that such changes shall not become
effective  if they are  otherwise  prohibited  by,  or would  otherwise  cause a
violation of, the then-applicable federal securities laws.

         g. Investor  Status.  The Purchaser is an "accredited  investor" within
the meaning of Rule 501  Regulation  D under the  Securities  Act. In the normal
course of its  business,  it invests in or purchases  securities  similar to the
Securities  and it has such  knowledge and  experience in financial and business
matters as to be capable of evaluating  the merits and risks of  purchasing  the
Securities.   The  information  regarding  the  Purchaser  in  the  Confidential
Offeree-Purchaser  Questionnaire  included  with the Term Sheet is accurate  and
complete.

                                       5
<PAGE>

         h.  General   Solicitation.   Such  Purchaser  is  not  purchasing  the
Securities  as  a  result  of  any  advertisement,   article,  notice  or  other
communication  regarding the Securities published in any newspaper,  magazine or
similar media or broadcast over  television or radio or presented at any seminar
or any other general solicitation or general advertisement.

         i. Residence.  If such Purchaser is an individual,  then such Purchaser
resides in the state or province identified in the address of such Purchaser set
forth  on the  signature  page  hereto;  if  such  Purchaser  is a  partnership,
corporation,  limited  liability  company  or other  entity,  then the office or
offices of such Purchaser in which its  investment  decision was made is located
at the address or addresses  of such  Purchaser  (or if a registered  investment
advisor  is  used,  the  address  of the  main  office  of the  Purchaser  where
investment decisions are generally made) set forth on the signature page hereto.

         j. No Trading Activity nor "Short Sales".  Each Purchaser  acknowledges
that applicable securities laws prohibit any person who has material, non-public
information  concerning the matters which are the subject of this Agreement from
purchasing  or selling  securities  of the Company  (and  options,  warrants and
rights relating  thereto) and from  communicating  such information to any other
person  under  circumstances  in which it is  reasonably  foreseeable  that such
person is likely to purchase or sell such  securities.  Each Purchaser agrees to
comply at all times with such securities  laws.  Without limiting the generality
of the  foregoing,  each  Purchaser  agrees not to purchase  or sell  (including
without  limitation  any  "short  sales",  as such term is  defined in Rule 3b-3
promulgated  under the Exchange Act) any  securities of the Company  (other than
the Securities being purchased hereby) until at least one business day after the
Company has filed with the SEC a Current Report on Form 8-K or other appropriate
report  disclosing the terms of this  Agreement and the related  offering of the
Securities.  In addition,  each Purchaser agrees not to sell (including  without
limitation,  any "short  sales") any  securities of the Company until the Resale
Registration Statement (as defined in Section 5.a. hereof) is declared effective
by the SEC.

4.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to each Purchaser as follows:

         a.  Organization  and  Qualification.  Each  of  the  Company  and  its
subsidiaries is a corporation  duly organized and existing under the laws of the
jurisdiction in which it is incorporated,  and has the requisite corporate power
to own its properties and to carry on its business as now being conducted.  Each
of the Company and its  subsidiaries is duly qualified as a foreign  corporation
to do business and is in good standing in every jurisdiction in which the nature
of the business conducted by it makes such qualification necessary and where the
failure so to qualify would have a Material Adverse Effect.

         b.  Authorization;  Enforcement.  (i) The  Company  has  the  requisite
corporate  power and authority to enter into and perform its  obligations  under
this  Agreement,  to issue and sell the Securities in accordance  with the terms
hereof;  (ii) the execution,  delivery and  performance of this Agreement by the
Company  and the  consummation  by it of the  transactions  contemplated  hereby
(including, without limitation, the reservation for issuance and issuance of the
Securities;  provided  that the Company need not reserve for any Late Fee Shares
unless and until it shall  determine  to issue any such  Shares)  have been duly
authorized  by the  Company's  Board of  Directors  and no  further  consent  or
authorization  of the Company,  its Board of Directors  or its  shareholders  is
required;  (iii) this  Agreement  has been duly  executed  and  delivered by the

                                       6
<PAGE>

Company;  and (iv) this Agreement  constitutes a valid and binding obligation of
the  Company  enforceable  against  the  Company in  accordance  with its terms,
subject  to  applicable  bankruptcy,  insolvency,  reorganization,   moratorium,
fraudulent  transfer  and other laws  affecting  creditors'  rights and remedies
generally and to general principles of equity (regardless of whether enforcement
is sought in a proceeding at law or in equity).

         c.  Capitalization.  The  capitalization of the Company and each of its
subsidiaries  as of February 20, 2004 is set forth on Schedule  4(c),  including
the authorized  capital stock, the number of shares issued and outstanding,  the
number of shares  issuable and reserved for issuance  pursuant to the  Company's
stock  option  plans,  the number of shares  issuable  and reserved for issuance
pursuant to securities  exercisable for, or convertible into or exchangeable for
any shares of capital  stock.  All of such  outstanding  shares of the Company's
capital stock have been, or upon issuance will be,  validly  issued,  fully paid
and  nonassessable.  Except as set forth on Schedule  4(c), no shares of capital
stock of the Company  (including the Securities) or any of the  subsidiaries are
subject to preemptive  rights or any other similar rights of the shareholders of
the Company or any liens or encumbrances created by the Company.  Except for the
Securities and as disclosed in Schedule 4(c), as of the date of this  Agreement,
(i) there are no outstanding options,  warrants,  scrip, rights to subscribe to,
calls or commitments of any character  whatsoever to which the Company or any of
the  subsidiaries  is a party  relating to the issuance by the Company or any of
its  subsidiaries  of securities or rights  convertible  into or  exercisable or
exchangeable  for,  any  shares of  capital  stock of the  Company or any of its
subsidiaries, or arrangements by which the Company or any of its subsidiaries is
or may become bound to issue  additional  shares of capital stock of the Company
or such  subsidiaries,  and (ii) there are no agreements or  arrangements  under
which the Company or any of its  subsidiaries  is obligated to register the sale
of  any  of  its or  their  securities  under  the  Securities  Act  (except  as
contemplated by this Agreement). Except as set forth on Schedule 4(c), there are
no securities or instruments containing  antidilution or similar provisions that
may be triggered by the issuance of the Securities in accordance  with the terms
of this  Agreement.  The Company has made  available to each  Purchaser true and
correct copies of the Company's Certificate of Incorporation as in effect on the
date hereof ("CERTIFICATE OF INCORPORATION"), the Company's By-laws as in effect
on the date hereof (the  "BY-LAWS")  and all other  instruments  and  agreements
governing securities convertible into or exercisable or exchangeable for capital
stock of the Company, except for stock options granted under any benefit plan of
the Company.

         d. Issuance of Securities.  The Securities are duly authorized and when
issued and paid for in accordance with the terms hereof, will be validly issued,
fully  paid and  non-assessable,  and free from all  taxes,  liens,  claims  and
encumbrances  (other  than  those  imposed  through  acts  or  omissions  of the
Purchaser  thereof),  and will not be  subject  to  preemptive  rights  or other
similar  rights of  shareholders  of the  Company  and will not impose  personal
liability upon the holder thereof.

                                       7
<PAGE>

         e. No  Conflicts.  The  execution,  delivery  and  performance  of this
Agreement  by  the  Company,   and  the  consummation  by  the  Company  of  the
transactions contemplated hereby (including, without limitation, the reservation
for  issuance  and issuance of the  Securities)  will not (i)  conflict  with or
result in a violation of the  Certificate  of  Incorporation  or By-laws or (ii)
conflict with, or constitute a default (or an event which,  with notice or lapse
of time or both,  would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of any agreement, indenture
or instrument  to which the Company or any of its  subsidiaries  is a party,  or
result in a violation of any law, rule,  regulation,  order,  judgment or decree
(assuming the accuracy of the  representations and warranties of the Purchasers)
of  the  United  States  federal  and  state  securities  laws  and  regulations
applicable to the Company or any of its subsidiaries or by which any property or
asset of the Company or any of its  subsidiaries  is bound or affected  (except,
with  respect  to  clause  (ii),  for such  conflicts,  defaults,  terminations,
amendments,   accelerations,   cancellations   and   violations  as  would  not,
individually or in the aggregate,  have a Material Adverse Effect).  Neither the
Company  nor any of its  subsidiaries  is in  violation  of its  Certificate  of
Incorporation,  By-laws  and other  organizational  documents  and  neither  the
Company nor any of its  subsidiaries  is in default  (and no event has  occurred
which, with notice or lapse of time or both, would put the Company or any of its
subsidiaries in default)  under,  nor has there occurred any event giving others
(with  notice or lapse of time or both) any  rights of  termination,  amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or any of its subsidiaries is a party, except for actual or possible
violations,  defaults or rights as would not,  individually or in the aggregate,
have  a  Material  Adverse  Effect.  The  businesses  of  the  Company  and  its
subsidiaries  are not being  conducted  in  violation  of any law,  ordinance or
regulation of any governmental entity, except for actual or possible violations,
if any, the sanctions for which either singly or in the aggregate would not have
a Material Adverse Effect. Except as specifically contemplated by this Agreement
and as required under the Securities  Act and any  applicable  state  securities
laws, the Company is not required to obtain any consent, approval, authorization
or order of, or make any filing or registration  with, any court or governmental
agency or any regulatory or self  regulatory  agency in order for it to execute,
deliver or perform any of its  obligations  under this  Agreement in  accordance
with the terms hereof.

         f. SEC  Documents;  Financial  Statements.  Since January 1, 2003,  the
Company has timely filed all reports,  schedules,  forms,  statements  and other
documents  required to be filed by it with the SEC  pursuant  to the  Securities
Exchange  Act of 1934,  as  amended  (the  "EXCHANGE  ACT"),  and has  filed all
registration  statements and other documents required to be filed by it with the
SEC pursuant to the Securities Act (all of the foregoing filed prior to the date
hereof,  (including  without  limitation all voluntary reports on Form 8-K), and
all exhibits included therein and financial statements and schedules thereto and
documents  incorporated by reference therein,  being hereinafter  referred to as
the "SEC DOCUMENTS").  The Company has made available to each Purchaser true and
complete  copies of the SEC  Documents,  except for the exhibits  and  schedules
thereto and the documents  incorporated  therein.  As of their respective dates,
the SEC Documents  complied as to form with the requirements of the Exchange Act
or the Securities  Act, as the case may be, and the rules and regulations of the
SEC promulgated thereunder applicable to the SEC Documents,  and none of the SEC
Documents,  at the time they  were  filed  with the SEC,  contained  any  untrue
statement of a material  fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the  circumstances  under which they were made, not  misleading.  Any statements
made in any such  SEC  Documents  that are or were  required  to be  updated  or
amended  under  applicable  law have been so  updated  or  amended.  As of their
respective  dates,  the financial  statements of the Company included in the SEC
Documents  complied as to form with applicable  accounting  requirements and the

                                       8
<PAGE>

published rules and regulations of the SEC applicable with respect thereto. Such
financial  statements  have been  prepared  in  accordance  with  United  States
generally  accepted  accounting  principles,  consistently  applied,  during the
periods  involved  (except (i) as may be otherwise  indicated in such  financial
statements  or the  notes  thereto,  or (ii) in the  case of  unaudited  interim
statements,  to the extent they may not include footnotes or may be condensed or
summary  statements) and fairly present the consolidated  financial  position of
the  Company  and its  subsidiaries  as of the dates  thereof and the results of
their operations and cash flows for the periods then ended (subject, in the case
of unaudited  statements,  to normal and recurring year-end audit  adjustments).
Except  as set  forth in the SEC  Documents,  the  Company  has no  liabilities,
contingent or  otherwise,  other than (i)  liabilities  incurred in the ordinary
course  of  business  subsequent  to the  date of such  SEC  Documents  and (ii)
obligations  under contracts and commitments  incurred in the ordinary course of
business and not required under generally accepted  accounting  principles to be
reflected in such SEC Documents,  which liabilities and obligations  referred to
in clauses  (i) and (ii),  individually  or in the  aggregate,  would not have a
Material Adverse Effect.

         g.  Absence  of  Certain  Changes.  Except  as  disclosed  in  the  SEC
Documents,  since January 1, 2003, there has been no change or development which
individually  or in the  aggregate  has had or  could  have a  Material  Adverse
Effect.

         h. Absence of  Litigation.  Except as disclosed in Schedule 4(h) or the
SEC Documents,  there is no action, suit,  proceeding,  inquiry or investigation
before  or by  any  court,  public  board,  government  agency,  self-regulatory
organization  or body pending or, to the  knowledge  of the Company,  threatened
against or affecting the Company,  or any of its  subsidiaries,  or any of their
directors  or officers in their  capacities  as such which would have a Material
Adverse Effect.

         i. Intellectual  Property.  Except as disclosed in Schedule 4(i) or the
SEC Documents,  the Company and each of its subsidiaries  owns or is licensed to
use all patents, patent applications,  trademarks, trademark applications, trade
names, service marks,  copyrights,  copyright applications,  licenses,  permits,
know-how  (including  trade  secrets and other  unpatented  and/or  unpatentable
proprietary  or  confidential  information,  systems  or  procedures)  and other
similar rights and proprietary knowledge (collectively, "INTANGIBLES") necessary
for the  conduct of its  business as now being  conducted  and as proposed to be
conducted,  the failure of which to have would have a Material  Adverse  Effect.
Other than as disclosed in the Company's SEC Documents,  neither the Company nor
any of its  subsidiaries  has received written notice that it is infringing upon
or in conflict with any third party Intangibles.  Other than as disclosed in the
Company's SEC  Documents,  neither the Company nor any of its  subsidiaries  has
entered  into any consent,  indemnification,  forbearance  to sue or  settlement
agreements  with respect to the validity of the  Company's or such  subsidiary's
ownership  or  right to use its  Intangibles.  The  Intangibles  are  valid  and
enforceable,  and no registration  relating thereto has lapsed,  expired or been
abandoned  or canceled or is the subject of  cancellation  or other  adversarial
proceedings, and all applications therefor are pending and in good standing. The

                                       9
<PAGE>

Company has complied with its contractual obligations relating to the protection
of the Intangibles  used pursuant to licenses.  To the Company's  knowledge,  no
person  is  infringing  on or  violating  the  Intangibles  owned or used by the
Company.

         j. Acknowledgment Regarding the Purchasers' Purchase of the Securities.
The Company  acknowledges  and agrees that no Purchaser is acting as a financial
advisor or is acting as a fiduciary of the Company (or in any similar  capacity)
with respect to this Agreement or the transactions  contemplated hereby, and the
relationship  between the Company and the  Purchasers  is "arms length" and that
any statement made by any Purchaser or any of its  representatives  or agents in
connection with this Agreement and the transactions  contemplated  hereby is not
advice or a recommendation and is merely incidental to such Purchaser's purchase
of  Securities  and has not been relied  upon by the  Company,  its  officers or
directors in any way. The Company  further  represents to the Purchaser that the
Company's  decision  to enter into this  Agreement  has been based  solely on an
independent evaluation by the Company and its representatives.

         k. No  Brokers.  Except for the  Placement  Agent,  the Company has not
engaged any person to which or to whom  brokerage  commissions,  finder's  fees,
financial advisory fees or similar payments are or will become due in connection
with this Agreement or the transactions contemplated hereby.

         l. Tax Status.  The Company  and each of its  subsidiaries  has made or
filed all  material  federal,  state and local income and all other tax returns,
reports and  declarations  required by any  jurisdiction  to which it is subject
(unless and only to the extent that the Company or the applicable subsidiary has
set aside on its books  provisions  adequate  for the  payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental  assessments and
charges  that are  material  in amount,  shown or  determined  to be due on such
returns,  reports and  declarations,  except those being contested in good faith
and has set aside on its books provisions  adequate for the payment of all taxes
for  periods  subsequent  to the  periods  to which  such  returns,  reports  or
declarations  apply. There are no material unpaid taxes claimed to be due by the
taxing authority of any jurisdiction. The Company has not executed a waiver with
respect to any statute of  limitations  relating to the assessment or collection
of any federal,  state or local tax. None of the Company's tax returns have been
or is being audited by any taxing authority.

         m.  No  General  Solicitation.  Neither  the  Company  nor  any  person
participating on the Company's behalf in the  transactions  contemplated  hereby
has conducted any "general  solicitation" or "general advertising" as such terms
are used in  Regulation D, with respect to any of the  Securities  being offered
hereby.

         n. Securities Laws. Neither the Company, nor any of its affiliates, nor
any person acting on its or their behalf, has, directly or indirectly,  made any
offers or sales of any  security  or  solicited  any offers to buy any  security
under  circumstances  that would require  registration  of the Securities  being
offered  hereby under the Securities Act or cause this offering of Securities to
be integrated  with any prior offering of securities of the Company for purposes
of the Securities  Act.  Assuming the truth and accuracy of the  representations
and warranties of the Purchasers set forth in Section 3 of this  Agreement,  the
Purchasers  will not be  statutory  underwriters  within the  meaning of Section
2(a)(11) of the Securities Act.

         o. Form SB-2 or S-2 Eligibility.  The Company is currently  eligible to
register the resale of its Common Stock on a registration statement on either or
both of Form SB-2 under the Securities Act or Form S-2 under the Securities Act.
As to whichever  form the Company shall elect to file (be that Form SB-2 or Form
S-2), there exist no facts or circumstances  (including  without  limitation any

                                       10
<PAGE>

required approvals or waivers of any circumstances that may delay or prevent the
obtaining of accountant's consents) that would prohibit or delay the preparation
and  filing  of a  registration  statement  on such  Form  with  respect  to the
Registrable Securities.

         p.  Disclosure.  The  Company  confirms  that  neither it nor any other
person acting on its behalf has provided any of the  Purchasers or its agents or
counsel with any  information  that  constitutes  or might  constitute  material
non-public  information  (other than  information  necessary to  consummate  the
transaction  contemplated  by  this  Agreement).  The  Company  understands  and
confirms that the Purchasers  shall be relying on the foregoing  representations
in effecting  transactions in securities of the Company. All disclosure provided
to the  Purchasers  regarding  the Company,  its  business and the  transactions
contemplated hereby, including the Schedules to this Agreement,  furnished by or
on behalf of the  Company  are true and  correct  and do not  contain any untrue
statement  of a material  fact or omit to state any material  fact  necessary in
order to make the statements made therein,  in light of the circumstances  under
which they were made, not misleading.

         q.  Internal  Accounting  Controls.  The Company  maintains a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions  are executed in accordance with  management's  general or specific
authorizations,   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting  principles  and to maintain  asset  accountability,  (iii) access to
assets is permitted  only in accordance  with  management's  general or specific
authorization,  and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

         r.  Insurance.  The Company will  continue to be insured by insurers of
recognized  financial  responsibility  against such property and casualty losses
and  risks and in such  amounts  as are  commensurate  with  similarly  situated
companies engaged in businesses  similar to those of the Company.

         s.  Regulatory Permits. The Company possess all material  certificates,
authorizations  and permits issued by the appropriate  federal,  state, local or
foreign regulatory  authorities necessary to conduct their respective businesses
as  currently  conducted  (the  "PERMITS"),  the  failure  of  which to have and
maintain could reasonably be expected to have a Material Adverse Effect, and the
Company has not  received  any  written  notice of  proceedings  relating to the
revocation or modification of any such Permit.

5.       REGISTRATION RIGHTS.

         a.       The Company shall:

         (i) as promptly as practicable, but not later than forty five (45) days
after the Initial Closing Date of this Agreement (the "FILING DEADLINE"),  cause
to be filed  with the SEC a  registration  statement  on Form SB-2  (or,  at the
Company's  option,  on Form S-2) pursuant to Rule 415 under the  Securities  Act
(the "RESALE REGISTRATION STATEMENT"), which Resale Registration Statement shall
provide for the offer and sale of all Registrable  Securities held by Purchasers
that have  provided the  information  required  pursuant to the terms of Section
5(b) hereof;

                                       11
<PAGE>

         (ii) use its reasonable  best efforts to cause the Resale  Registration
Statement to be declared  effective by the SEC as promptly as  practicable,  but
not later than: (x) 90 days after the Initial Closing Date in the event that the
SEC shall provide notice to the Company that such Resale Registration  Statement
is cleared to become  effective  and will not be  reviewed by the SEC or (y) 120
days after the Initial  Closing Date in the event the SEC  determines  to review
the Resale Registration Statement (as applicable, the "EFFECTIVENESS DEADLINE");
and

         (iii) use its reasonable  best efforts to keep the Resale  Registration
Statement  continuously  effective,  supplemented  and  amended  subject  to the
provisions  of  Section  5(d)  hereof  (subject  to the right of the  Company to
suspend the use of the Resale Registration Statement by delivery of a Suspension
Notice in accordance with Section 5(d) hereof) to the extent necessary to ensure
that it (A) is available for resales of Registrable Securities by the Purchasers
to the benefit of this Agreement and (B) conforms with the  requirements of this
Agreement  and the  Securities  Act and the  rules  and  regulations  of the SEC
promulgated  thereunder  as  announced  from  time to time,  for a  period  (the
"EFFECTIVENESS PERIOD") ending on the earlier of (A) the second anniversary date
of the Initial  Closing Date, (B) the date on which all  Registrable  Securities
purchased by the Purchasers pursuant to this Agreement have been sold thereunder
or  (C)  the  date  on  which  the   Registrable   Securities  can  be  sold  by
non-affiliates  of the Company  pursuant to Rule  144(k)  promulgated  under the
Securities Act.

         b. The Company  hereby agrees to promptly pay damages  ("Late Fees") to
each  Purchaser for each  consecutive  thirty (30) day period  following (i) the
Filing Deadline (in the event the Company fails to file the Resale  Registration
Statement  on or before that date) and (ii) the  Effectiveness  Deadline (in the
event the Resale  Registration  Statement is not declared effective on or before
that date) in an amount  determined as follows:  (x) with respect to the initial
such 30 day period,  an amount equal to five  percent  (5%) of such  Purchaser's
Investment  Amount,  and (y)  with  respect  to each  successive  30 day  period
thereafter,  an amount equal to five percent (5%) of such Purchaser's Investment
Amount;  provided,  however, that no Late Fees shall be payable pursuant to this
Section  5(b) after such date that the Resale  Registration  Statement  is filed
with the SEC or the Resale  Registration  Statement  is declared  effective,  as
applicable,  and further provided that in no event shall the aggregate Late Fees
payable   hereunder  exceed  twenty  five  percent  (25%)  of  such  Purchaser's
Investment Amount.  Notwithstanding  anything to the contrary in this Agreement,
each Purchaser acknowledges and agrees that Wellington shall have the sole power
and  authority  to (i) grant the  Company an  extension  or waiver of the Filing
Deadline and  Effectiveness  Deadline  and (ii) waive or reduce,  in whole or in
part,  any or all of the Late Fees  which  would  otherwise  be  payable  to any
Purchaser  pursuant to the  provisions  of this Section 5.b.  Late Fees shall be
payable,  at the  option  of the  Company,  in (i)  cash  or  other  immediately
available  funds,  (ii) by the  issuance of  additional  shares of Common  Stock
("Late Fee Shares"),  or (iii) any  combination  of the methods in the foregoing
clauses (i) and (ii).  In the event the Company  shall elect to deliver Late Fee
Shares,  each such Share shall be valued for purposes of payment of the Late Fee
at Fifty Seven Cents ($.57) per share (as adjusted for any stock split,  reverse
stock split, stock combination or similar event).

                                       12
<PAGE>

         c. No Purchaser  may include any of its  Registrable  Securities in the
Resale  Registration  Statement pursuant to this Agreement unless such Purchaser
furnishes to the Company in writing,  prior to or on the 10th Business Day after
such Purchaser's  receipt from the Company of the Purchaser  Questionnaire (such
applicable deadline, the "QUESTIONNAIRE  DEADLINE"),  such information regarding
the Purchaser and the distribution of Registrable  Securities as the Company may
reasonably request for use in connection with the Resale Registration  Statement
or Prospectus or preliminary  Prospectus included therein and in any application
to be filed with or under state  securities  laws (the form of which  request is
attached as Appendix A hereto regarding the sale of the Shares to the Purchasers
and is referred to herein as the "PURCHASER QUESTIONNAIRE").  In connection with
all requests for  information  from the Purchasers  with respect to inclusion of
Registrable Securities in the Resale Registration  Statement,  the Company shall
notify such Purchasers of the requirements set forth in the preceding  sentence.
The  Company  agrees  and  undertakes  that  it  shall  distribute  a  Purchaser
Questionnaire no later than 10 Business Days prior to the initial  effectiveness
of the Resale Registration  Statement to each Purchaser.  Purchasers that do not
complete the Purchaser  Questionnaire and timely deliver it to the Company shall
not be named as  selling  security  holders  in the  Prospectus  or  preliminary
Prospectus included in the Resale Registration Statement and therefore shall not
be  permitted  to  sell  any  Registrable  Securities  pursuant  to  the  Resale
Registration  Statement.  Notwithstanding  the  foregoing,  upon  request from a
Purchaser  that  did not  return a  Purchaser  Questionnaire  on a timely  basis
because it was a  subsequent  transferee  of  Registrable  Securities  after the
Company  distributed  the  Purchaser   Questionnaire,   (i)  the  Company  shall
distribute a Purchaser  Questionnaire to such Purchaser at the address set forth
in  the  request  and  (ii)  upon  receipt  of a  properly  completed  Purchaser
Questionnaire from such Purchaser,  the Company shall use its reasonable efforts
to name such Purchaser as a selling security holder by means of an amendment or,
if  permitted  by the SEC,  by means of a  Prospectus  supplement  to the Resale
Registration  Statement.  Each  Purchaser  as to which the  Resale  Registration
Statement  is being  effected  agrees to furnish  promptly  to the  Company  all
information  required to be  disclosed in order to make  information  previously
furnished to the Company by such Purchaser not materially misleading.

         d. In connection with the Resale  Registration  Statement,  the Company
shall use its reasonable best efforts to effect such  registration to permit the
sale of the Registrable Securities, and pursuant thereto, shall prepare and file
with the SEC a Resale Registration Statement relating to the registration of the
Registrable Securities.

            In  connection  with  the  Resale  Registration  Statement  and  any
Prospectus  required  by  this  Agreement  to  permit  the  sale  or  resale  of
Registrable Securities, the Company shall:

            (i)  Subject to any notice by the  Company of the  existence  of any
fact or event of the kind  described in Section 5(e) and the Company's  right to
invoke a Suspension Period in the manner described in this Section 5(d)(i),  use
commercially  reasonable  efforts  to keep  the  Resale  Registration  Statement
continuously  effective during the Effectiveness  Period; upon the occurrence of
any event that would cause the Resale  Registration  Statement or the Prospectus
contained therein to (A) contain a material  misstatement or omission or (B) not
be  effective  and  usable  for  resale of  Registrable  Securities  during  the
Effectiveness  Period, unless a Suspension Period is then in effect, the Company
shall  file  promptly  an  appropriate  amendment  to  the  Resale  Registration
Statement,  a  supplement  to the  Prospectus  or a  report  filed  with the SEC
pursuant to Section 13(a),  13(c),  14 or 15(d) of the Exchange Act, in the case


                                       13
<PAGE>


of clause (A), correcting any such misstatement or omission, and, in the case of
either  clause (A) or (B),  use  commercially  reasonable  efforts to cause such
amendment to be declared effective and the Resale Registration Statement and the
related  Prospectus  to become  usable for their  intended  purposes  as soon as
practicable thereafter.  Notwithstanding the foregoing,  the Company may suspend
the effectiveness of the Resale Registration  Statement by written notice to the
Purchasers  for a period not to exceed an  aggregate  of 60 days in any  360-day
period (each such period,  a  "SUSPENSION  PERIOD");  provided  that the Company
shall  promptly  notify  each  Purchaser  in  writing  of the date on which  the
Suspension  Period will begin and the date on which the  Suspension  Period ends
and no single Suspension Period shall exceed 30 days.

            (ii)   Prepare   and  file   with  the  SEC  such   amendments   and
post-effective  amendments  to  the  Resale  Registration  Statement  as  may be
necessary  to keep  the  Resale  Registration  Statement  effective  during  the
Effectiveness  Period;  cause the Prospectus to be  supplemented by any required
Prospectus  supplement,  and as so supplemented to be filed pursuant to Rule 424
(it being understood that the Company shall not be required to file a Prospectus
supplement  pursuant to Rule 424(b) with respect to any Purchaser that failed to
submit their Purchaser  Questionnaire by the  Questionnaire  Deadline) under the
Securities Act, and to comply fully with the applicable  provisions of Rules 424
and 430A  under the  Securities  Act in a timely  manner;  and  comply  with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
Registrable  Securities covered by the Resale Registration  Statement during the
applicable  period  in  accordance  with  the  intended  method  or  methods  of
distribution  by the  sellers  thereof  set  forth  in the  Resale  Registration
Statement or a supplement to the Prospectus.

         e.  Each  Purchaser   agrees  that,  upon  receipt  of  any  notice  (a
"SUSPENSION  NOTICE")  from  the  Company  of the  existence  of any fact or the
happening  of any  event,  during  the  Effectiveness  Period,  that  makes  any
statement  of a material  fact made in the Resale  Registration  Statement,  the
Prospectus, any amendment or supplement thereto, or any document incorporated by
reference  therein  untrue,  or that  requires the making of any additions to or
changes in the Resale Registration  Statement or the Prospectus in order to make
the  statements  therein  not  misleading,   such  Purchaser  shall  discontinue
disposition  of  Registrable  Securities  pursuant  to the  Resale  Registration
Statement and any use of the associated Prospectus until:

            (i) such  Purchaser  has  received  copies  of the  supplemented  or
amended Prospectus contemplated by Section 5(d) hereof; or

            (ii) such  Purchaser  is advised in writing by the Company  that the
use of the Prospectus may be resumed,  and has received copies of any additional
or  supplemental  filings that are part of or  incorporated  by reference in the
Prospectus.

         Each  Purchaser  agrees to keep the receipt of a Suspension  Notice and
its contents  confidential.  If so directed by the Company,  each Purchaser will
deliver to the Company all copies, other than permanent file copies then in such
Purchaser's  possession,  of the Prospectus covering such Registrable Securities
that was current at the time of receipt of such Suspension Notice.


                                       14
<PAGE>


         The Company  agrees that the  Suspension  Notice  shall not include any
material non-public  information other than such information necessary to inform
the Purchasers that a Suspension Period has been implemented.

         f. All expenses incident to the Company's  performance of or compliance
with Section 5 of this  Agreement  shall be borne by the Company  regardless  of
whether a Resale Registration  Statement becomes effective,  including,  without
limitation:

            (i) all registration and filing fees and expenses;

            (ii) all fees and  expenses  of  compliance  with  federal and state
securities laws;

            (iii) all expenses of printing  (including  printing of Prospectuses
and certificates for the Common Stock) and the Company's  expenses for messenger
and delivery services and telephone;

            (iv) all fees and  disbursements  of counsel to the  Company and all
transfer agent fees;

            (v) all  application  and filing fees in connection with listing (or
authorizing for quotation) the Common Stock on a national securities exchange or
automated quotation system pursuant to the requirements hereof; and

            (vi) all fees and  disbursements  of  independent  certified  public
accountants of the Company.

         Each   Purchaser   shall  bear  all  costs   associated   with  selling
commissions,  discounts and expenses of any financial or legal advisors  engaged
to review the Resale Registration Statement.

         The Company  shall  permit the  Purchasers  and their legal  counsel to
review and comment upon the Resale Registration  Statement at least two Business
Days prior to their  filing with the SEC, and not file any document in a form to
which Purchasers reasonably object in a timely manner.

         g. Each Purchaser  acknowledges and agrees that the Company may include
for  registration  in the  Resale  Registration  Statement  additional  or other
securities held by other parties (including for this purpose any Purchasers whom
have  also  previously   acquired  securities  from  the  Company)  pursuant  to
registration rights granted to such parties.

         h. The  Company  covenants  and agrees that it will not cause to become
effective any other registration  statement (other than a registration statement
on  Forms  S-4 or S-8 or any  successor  form to  such  Forms)  relating  to its
securities prior to the date that the Resale Registration  Statement is declared
effective.

6.   COVENANTS.

         a. Satisfaction of Conditions. The parties shall use their best efforts
to satisfy in a timely manner each of the  conditions set forth in Section 7 and
Section 8 of this Agreement.


                                       15
<PAGE>


         b.  Form D;  Blue Sky Laws.  The  Company  agrees to file a Form D with
respect  to the  Shares as  required  under  Regulation  D and to provide a copy
thereof to each Purchaser  promptly after such filing.  The Company shall, on or
before the  Closing  Date,  take such  action as the  Company  shall  reasonably
determine is necessary to qualify the Shares for sale to the Purchasers pursuant
to this Agreement under  applicable  securities or "blue sky" laws of the states
of the United States or obtain exemption  therefrom,  and shall provide evidence
of any such action so taken to each Purchaser on or prior to the Closing Date.

         c.  Reporting  Status.  So long as a  Purchaser  beneficially  owns any
Shares or has the right to acquire any Shares  pursuant to this  Agreement,  the
Company shall timely file all reports required to be filed with the SEC pursuant
to the Exchange Act, and shall not terminate its status as an issuer required to
file  reports  under the  Exchange Act even if the Exchange Act or the rules and
regulations thereunder would permit such termination.

         d. Use of Proceeds.  The Company  shall use the net  proceeds  from the
sale of the Shares for  general  business  purposes,  but in no event  shall the
Company use such net proceeds to repurchase  any  outstanding  securities of the
Company.

         e. Listing. On the Closing Date, the Company shall have applied for the
listing of the Shares, in each case, upon each national  securities exchange and
automated  quotation  system, if any, upon which shares of Common Stock are then
listed or quoted and shall maintain, so long as any other shares of Common Stock
shall be so  listed,  such  listing  of all  Shares  from time to time  issuable
hereunder. The Parties acknowledge that as of the Closing Date, the Company does
not have any  shares of Common  Stock so listed or quoted and that the shares of
Common Stock currently trade on the over-the-counter bulletin board.

         f. No  Integrated  Offerings.  The Company shall not make any offers or
sales of any security  (other than the Shares)  under  circumstances  that would
require  registration  of the Shares being offered or sold  hereunder  under the
Securities Act or cause this offering of Shares to be integrated  with any other
offering of securities  by the Company for any purposes,  including for purposes
of  any  shareholder  approval  provision  applicable  to  the  Company  or  its
securities.

         g. Securities  Laws  Disclosure;  Publicity.  The Company shall issue a
press  release   reasonably   acceptable  to  the   Purchasers   disclosing  the
transactions  contemplated  hereby  and  file  a  Current  Report  on  Form  8-K
disclosing  the  material  terms of the  transactions  contemplated  hereby.  In
addition, the Company will make such other filings and notices in the manner and
time required by the SEC and the trading  market on which the Shares are listed.
Notwithstanding the foregoing,  the Company shall not publicly disclose the name
of any  Purchaser,  or include the name of any  Purchaser in any filing with the
SEC (other than the Resale  Registration  Statement  and any exhibits to filings
made  in  respect  of  this  transaction  in  accordance  with  periodic  filing
requirements under the Exchange Act) or any regulatory agency or trading market,
without the prior written consent of such  Purchaser,  except to the extent such
disclosure is required by law or trading market  regulations,  in which case the
Company shall provide the Purchaser with prior notice of such disclosure.

7. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.


                                       16
<PAGE>


         The  obligation of the Company  hereunder to issue and sell Shares to a
Purchaser at the Closing hereunder is subject to the satisfaction,  at or before
the  Closing  Date,  of  each of the  following  conditions  thereto;  provided,
however,  that these  conditions  are for the Company's  sole benefit and may be
waived by the Company at any time in its sole discretion.

         a. The applicable  Purchaser  shall have executed the signature page to
this  Agreement  and  delivered  the  same to the  Company.

         b. The  applicable  Purchaser  shall have  delivered  such  Purchaser's
Investment Amount in accordance with Section 2(b) above.

         c. The representations and warranties of the applicable Purchaser shall
be true and  correct  as of the date  when  made and as of the  Closing  Date as
though made at that time (except for  representations  and warranties that speak
as of a specific date,  which  representations  and warranties shall be true and
correct as of such date),  and the applicable  Purchaser  shall have  performed,
satisfied and complied in all material  respects with the covenants,  agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by the applicable Purchaser at or prior to the Closing Date.

         d. No statute,  rule,  regulation,  executive  order,  decree,  ruling,
injunction,  action,  proceeding  or  interpretation  shall  have been  enacted,
entered, promulgated, endorsed or adopted by any court or governmental authority
of competent jurisdiction or any self-regulatory  organization,  or the staff of
any  thereof,  having  authority  over the  matters  contemplated  hereby  which
questions the validity of, or challenges or prohibits the  consummation  of, any
of the transactions contemplated by this Agreement.

8. CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE.

         The  obligation of each  Purchaser  hereunder to purchase  Shares to be
purchased  by it  hereunder  is  subject to the  satisfaction,  at or before the
Closing  Date,  of  each  of  the  following  conditions,  provided  that  these
conditions  are for such  Purchaser's  sole  benefit  and may be  waived by such
Purchaser at any time in such Purchaser's sole discretion:

         a.  The  Company  shall  have  executed  the  signature  pages  to this
Agreement and delivered the same to the Purchaser.

         b. the  representations and warranties of the Company shall be true and
correct as of the date when made and as of the  Closing  Date as though  made at
that time (except for representations and warranties that speak as of a specific
date, which  representations and warranties shall be true and correct as of such
date) and the  Company  shall have  performed,  satisfied  and  complied  in all
material respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at or prior
to the Closing Date. The Purchaser  shall have received a certificate,  executed
on behalf of the Company by its Chief Financial Officer, dated as of the Closing
Date,  to the  foregoing  effect and  attaching  true and correct  copies of the
resolutions  adopted  by  the  Company's  Board  of  Directors  authorizing  the


                                       17
<PAGE>


execution, delivery and performance by the Company of its obligations under this
Agreement.

         c. No statute,  rule,  regulation,  executive  order,  decree,  ruling,
injunction,  action,  proceeding  or  interpretation  shall  have been  enacted,
entered, promulgated, endorsed or adopted by any court or governmental authority
of competent jurisdiction or any self-regulatory  organization,  or the staff of
any  thereof,  having  authority  over the  matters  contemplated  hereby  which
questions the validity of, or challenges or prohibits the  consummation  of, any
of the transactions contemplated by this Agreement.

         d. As of the Closing  Date,  there shall not have occurred any Material
Adverse Effect; and

         e. The  Purchaser  shall have  received  an  opinion  of the  Company's
counsel, dated as of the Closing Date.

9. GOVERNING LAW MISCELLANEOUS.

         a. Governing Law; Jurisdiction. This Agreement shall be governed by and
construed in  accordance  with the laws of the State of Delaware  applicable  to
contracts made and to be performed in the State of Delaware. Each of the parties
irrevocably  consents  to the  nonexclusive  jurisdiction  of the United  States
federal court in the Southern District of Florida s and the state courts located
in Broward County,  Florida in any suit or proceeding  based on or arising under
this Agreement and irrevocably agrees that all claims in respect of such suit or
proceeding  may be determined in such courts.  Each of the parties,  irrevocably
waives the defense of an  inconvenient  forum to the maintenance of such suit or
proceeding. Each of the parties further agrees that service of process upon such
party  mailed by first class mail to the address set forth in Section 9(f) shall
be deemed in every respect  effective  service of process upon such party in any
such suit or proceeding.  Nothing herein shall affect the right of any Purchaser
to serve  process in any other  manner  permitted  by law.  Each of the parties,
agrees that a final non-appealable judgment in any such suit or proceeding shall
be  conclusive  and  may be  enforced  in  other  jurisdictions  by suit on such
judgment or in any other lawful manner.

         b.  Counterparts.  This  Agreement  may be  executed  in  two  or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered to the other party.  This Agreement,  once executed by a party, may be
delivered to the other  parties  hereto by facsimile  transmission  of a copy of
this Agreement  bearing the signature of the party so delivering this Agreement.
In the event any  signature is delivered  by facsimile  transmission,  the party
using such means of delivery shall cause the manually executed Execution Page(s)
hereof to be physically delivered to the other party within five (5) days of the
execution hereof.

         c.  Headings.  The headings of this  Agreement are for  convenience  of
reference  and shall not form part of, or affect  the  interpretation  of,  this
Agreement.

         d. Severability. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or  enforceability of the remainder of this Agreement or the


                                       18
<PAGE>


validity or enforceability of this Agreement in any other jurisdiction.

         e.  Entire  Agreement;  Amendments;  Waiver.  This  Agreement  and  the
instruments  referenced  herein contain the entire  understanding of the parties
with  respect  to  the  matters  covered  herein  and  therein  and,  except  as
specifically set forth herein or therein, neither the Company nor the Purchasers
make any representation,  warranty, covenant or undertaking with respect to such
matters.  No provision of this  Agreement may be waived or amended other than by
an  instrument  in writing  signed by the  Company  and,  by the  Purchasers  as
provided in Section 9(l) hereof. Any waiver by the Purchasers,  on the one hand,
or the  Company,  on the  other  hand,  of a  breach  of any  provision  of this
Agreement  shall  not  operate  as or be  construed  to be a waiver of any other
breach  of such  provision  of or any  breach  of any  other  provision  of this
Agreement.  The failure of the Purchasers,  on the one hand, or the Company,  on
the other hand to insist upon strict  adherence to any term of this Agreement on
one or more occasions  shall not be considered a waiver or deprive that party of
the right  thereafter to insist upon strict  adherence to that term or any other
term of this Agreement.

         f.  Notices.  Any notices  required or  permitted to be given under the
terms of this  Agreement  shall be sent by certified or registered  mail (return
receipt  requested)  or  delivered  personally  or by  courier  or by  confirmed
telecopy,  and shall be effective  five days after being placed in the mail,  if
mailed,  or upon receipt or refusal of receipt,  if delivered  personally  or by
courier or confirmed telecopy,  in each case addressed to a party. The addresses
for such communications shall be:

                  If to the Company:

                  theglobe.com, inc.
                  110 East Broward Blvd. Suite 1400
                  Fort Lauderdale, Florida 33301
                  Telephone No.: (954) 769-
                  Facsimile No.:  (954) 769-5930
                  Attention: Edward Cespedes


                  With a copy to:

                           Proskauer Rose, LLP
                           2255 Glades Road
                           Suite 340W
                           Boca Raton, Florida 33431
                           Telephone No.:  (561) 241-7400
                           Facsimile No.:  (561) 241-7145
                           Attention:  Donald E. "Rocky" Thompson, II, Esq.

If to the Purchaser,  to the address set forth under the Purchaser's name on the
Execution Page hereto executed by such Purchaser, with a copy to:

                           Halpern Capital, Inc.
                           1111 Kane Concourse, Suite 401
                           Bay Harbor Island, FL  33154
                           Facsimile No.:   (413) 521-8020
                           Attention: Baruch Halpern



                                       19
<PAGE>


Each party hereto may from time to time change its address or  facsimile  number
for notices under this Section 9 by giving at least ten (10) days' prior written
notice  of  such  changed  address  or  facsimile  number,  in the  case  of the
Purchasers  to the  Company,  and  in the  case  of  the  Company  to all of the
Purchasers.

         g.  Successors and Assigns.  This  Agreement  shall be binding upon and
inure to the  benefit of the  parties  and their  successors  and  assigns.  The
Company shall not assign this Agreement or any rights or  obligations  hereunder
without the prior written consent of the Purchasers.

         h. Third  Party  Beneficiaries.  This  Agreement  is  intended  for the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by any other person.

         i. Survival.  The representations and warranties of the Company and the
agreements   and   covenants   of  the   Company   shall   survive  the  Closing
notwithstanding any due diligence investigation conducted by or on behalf of the
Purchasers.  Moreover,  none of the  representations  and warranties made by the
Company  herein shall act as a waiver of any rights or remedies a Purchaser  may
have under  applicable  federal or state  securities laws. The Company agrees to
indemnify  and  hold  harmless  each  Purchaser  and  each of  such  Purchaser's
officers,  directors,  employees,  partners,  members, agents and affiliates for
loss or damage relating to the Shares purchased hereunder arising as a result of
or  related  to any  breach  by the  Company  of any of its  representations  or
covenants set forth herein.

         j. Further Assurances.  Each party shall do and perform, or cause to be
done and  performed,  all such  further acts and things,  and shall  execute and
deliver all such other agreements,  certificates,  instruments and documents, as
the other  party may  reasonably  request  in order to carry out the  intent and
accomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.

         k. Equitable Relief. Each party acknowledges that a breach by it of its
obligations  hereunder  will  cause  irreparable  harm to the other  parties  by
vitiating  the  intent  and  purpose of the  transactions  contemplated  hereby.
Accordingly,  each party acknowledges that the remedy at law for a breach of its
obligations hereunder will be inadequate and agrees, in the event of a breach or
threatened  breach by such party of the provisions of this  Agreement,  that the
other parties shall be entitled, in addition to all other available remedies, to
an  injunction  restraining  any breach and  requiring  immediate  issuance  and
transfer, without the necessity of showing economic loss and without any bond or
other security being required.

         l.  Determinations.  Prior to the Initial  Closing Date,  except as set
forth in Section 5.b. hereof, all consents,  approvals and other  determinations
to be made by the  Purchasers  pursuant  to this  Agreement  and all waivers and
amendments  to or of any  provisions  in this  Agreement  to be  binding  upon a


                                       20
<PAGE>


Purchaser  shall be made by such  Purchaser.  After the  Initial  Closing  Date,
except as set forth in Section 5.b.  hereof,  all consents,  approvals and other
determinations  to be made by the Purchasers  pursuant to this Agreement and all
waivers and  amendments  to or of any  provisions  in this  Agreement  after the
Initial  Closing Date shall be made by  Purchasers  that have invested more than
fifty  percent  (50%)  of  the  aggregate  Investment  Amounts  invested  by all
Purchasers, and shall be binding and enforceable as to all Purchasers.

         m.  Independent  Nature  of  Investors'  Obligations  and  Rights.  The
obligations of each Purchaser are several and not joint with the  obligations of
any other  Purchaser,  and no Purchaser shall be responsible for the performance
of obligations of any other Purchaser under this  Agreement.  Nothing  contained
herein,  and no  action  taken by any  Purchaser  hereunder  shall be  deemed to
constitute the Purchasers as a partnership,  an association,  a joint venture or
any other kind of entity, or create a presumption that the Purchasers are in any
way  acting in concert or as a group  with  respect to such  obligations  or the
transactions contemplated by this Agreement. Each Purchaser shall be entitled to
independently  protect and enforce its rights,  including without limitation the
rights arising out of this Agreement and it shall not be necessary for any other
Purchaser  to be  joined  as an  additional  party  in any  proceeding  for such
purpose.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                       21
<PAGE>


         IN WITNESS  WHEREOF,  the  undersigned  Purchaser  and the Company have
caused this Agreement to be duly executed as of the date first above written.



                                         COMPANY:

                                         theglobe.com, inc.


                                         By:   /s/ Edward A. Cespedes
                                               -------------------------------
                                         Name: Edward A. Cespedes
                                               -------------------------------
                                         Title: President
                                               -------------------------------


<PAGE>


          [Separate signature pages will be set up for each Purchaser]


                                    THE PURCHASER:

                                             [____________________________]


                                             By: _____________________________
                                             Name: ___________________________
                                             Title: __________________________
                                             Investment Amount: $ ____________
                                             Residence: ______________________


                                             Address: ________________________
                                             _________________________________
                                             _________________________________
                                             Telephone No.: (    )____________
                                             Telecopy No.:  (    )____________
                                             Attention:_______________________

                                             with copies of all notices to:

                                             __________________________________
                                             __________________________________
                                             __________________________________
                                             __________________________________
                                             Telephone No.: (   )______________
                                             Telecopy No.:  (   )______________
                                             Attention: _______________________

<PAGE>


                                                                      APPENDIX A

                                __________, 2004

                               THEGLOBE.COM, INC.

             FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

The undersigned beneficial Purchaser of Units consisting of 100 shares of Common
Stock,  $.001 par value (the  "Shares")  and  warrants  ("Warrants")  to acquire
50,000 shares of Common Stock (the "Underlying  Shares"),  of theglobe.com,  inc
("theglobe" or "Registrant"),  issued or issuable pursuant to that certain Stock
Purchase  and  Registration  Agreement  dated  _________,  2004  (the  "Purchase
Agreement")  understands  that the  Registrant has filed or intends to file with
the  Securities  and  Exchange  Commission  (the  "Commission")  a  registration
statement on either Form S-2 or Form SB-2 (the "Resale Registration  Statement")
for the registration and resale under Rule 415 of the Securities Act of 1933, as
amended  (the  "Securities  Act" ), of the  Shares  and  the  Underlying  Shares
(collectively,  the "Registrable  Securities"),  in accordance with the terms of
the Purchase Agreement.

         Each  capitalized  term not  otherwise  defined  herein  shall have the
meaning  ascribed  thereto in the Purchase  Agreement.  Each beneficial owner of
Registrable Securities is entitled to the benefits of the Purchase Agreement. In
order to sell or otherwise dispose of any Registrable Securities pursuant to the
Resale  Registration  Statement,  a beneficial  owner of Registrable  Securities
generally  will be  required  to be named  as a  selling  securityholder  in the
related prospectus, deliver a prospectus to purchasers of Registrable Securities
and be bound by those  provisions of the Purchase  Agreement  applicable to such
beneficial  owner.  Beneficial  owners  that do not  complete  this  Notice  and
Questionnaire  and deliver it to theglobe within 10 Business Days of the date of
this Notice and  Questionnaire  as  provided  below will not be named as selling
securityholders  in the  prospectus  and therefore will not be permitted to sell
any  Registrable  Securities  pursuant  to the  Resale  Registration  Statement.
Beneficial  owners are  encouraged  to  complete  and  deliver  this  Notice and
Questionnaire prior to the effectiveness of the Resale Registration Statement so
that such  beneficial  owners  may be named as  selling  securityholders  in the
related  prospectus at the time of effectiveness.  BENEFICIAL OWNERS THAT DO NOT
COMPLETE THIS NOTICE AND  QUESTIONNAIRE  AND TIMELY DELIVER IT TO THEGLOBE SHALL
NOT BE NAMED AS SELLING SECURITYHOLDERS IN THE PROSPECTUS INCLUDED IN THE RESALE
REGISTRATION  STATEMENT  AND  THEREFORE  SHALL  NOT BE  PERMITTED  TO  SELL  ANY
REGISTRABLE SECURITIES PURSUANT TO THE RESALE REGISTRATION STATEMENT.

         Certain  legal  consequences  arise  from  being  named  as  a  selling
securityholder in the Resale Registration  Statement and the related prospectus.
Accordingly,  Purchasers  and beneficial  owners of  Registrable  Securities are
advised to consult their own securities law counsel  regarding the  consequences
of being  named or not being  named as a selling  securityholder  in the  Resale
Registration Statement and the related prospectus.


<PAGE>

NOTICE

         The  undersigned  beneficial  owner (the "Selling  Securityholder")  of
Registrable  Securities hereby gives notice to Theglobe of its intention to sell
or otherwise  dispose of  Registrable  Securities  beneficially  owned by it and
listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the
Resale Registration  Statement.  The undersigned,  by signing and returning this
Notice  and  Questionnaire,  understands  that it will be bound by the terms and
conditions of this Notice and Questionnaire and the Purchase Agreement.

         Upon  any  sale  of  Registrable  Securities  pursuant  to  the  Resale
Registration Statement,  the undersigned will be required to deliver to theglobe
the Notice of  Transfer  (completed  and signed) set forth in Exhibit 1 attached
hereto and hereby undertakes to do so.

         The undersigned  hereby provides the following  information to theglobe
and represents and warrants that such information is accurate and complete:

                                  QUESTIONNAIRE

1. (a) Full Legal Name of Selling Securityholder:

       ________________________________________________________________________

   (b) Full Legal Name of Registered  Purchaser (if not the same as (a) above)
       through which Registrable Securities listed in Item 3 below are held:

       ________________________________________________________________________


   (c) Full Legal Name of DTC  Participant  (if applicable and if not the same
       as (b) above)  through which  Registrable  Securities  listed in Item 3
       below are held:

       ________________________________________________________________________


2.   Address for Notices to Selling Securityholder:

         _______________________________________________________________________

         _______________________________________________________________________

         _______________________________________________________________________

         Telephone: __________________________________
         Fax: ________________________________________
         Contact Person: _____________________________

3.   Beneficial Ownership of Registrable Securities:

   (a) Type and Principal Amount of Registrable Securities beneficially owned:

       ________________________________________________________________________


<PAGE>


   (b) CUSIP No(s). of such Registrable Securities beneficially owned:

     __________________________________________________________________________

4.   Beneficial  Ownership  of other  securities  of  theglobe  owned by Selling
     Securityholder:

     Except  as set  forth  below  in this  Item 4, the  undersigned  is not the
     beneficial or registered owner of any securities of theglobe other than the
     Registrable Securities listed above in Item 3.

     (a) Type and Amount  of other securities  beneficially owned by the Selling
Securityholder:

     __________________________________________________________________________

     __________________________________________________________________________

     (b) CUSIP No(s). of such other securities beneficially owned:

     __________________________________________________________________________

     __________________________________________________________________________

5.   Relationships with theglobe:

     Except  as  set  forth  below,  neither  the  undersigned  nor  any  of its
     affiliates,  officers,  directors or principal  equity holders (5% or more)
     has held any position or office or has had any other material  relationship
     with theglobe (or its  predecessors  or  affiliates)  during the past three
     years.

     State any exceptions here: _______________________________________________

_______________________________________________________________________________

6.   Plan of Distribution:

     Except  as set  forth  below,  the  undersigned  (including  its  donees or
     pledgees) intends to distribute the Registrable  Securities listed above in
     Item 3 pursuant to the Resale Registration Statement only as follows (if at
     all): Such Registrable Securities may be sold from time to time directly by
     the undersigned or, alternatively, through underwriters,  broker-dealers or
     agents.  If the  Registrable  Securities are sold through  underwriters  or
     broker-dealers,   the  Selling   Securityholder  will  be  responsible  for
     underwriting   discounts  or  commissions  or  agent's  commissions.   Such
     Registrable  Securities  may be sold in one or more  transactions  at fixed
     prices,  at prevailing market prices at the time of sale, at varying prices
     determined at the time of sale, or at negotiated prices.  Such sales may be
     effected in transactions  (which may involve block transactions) (i) on any
     national  securities exchange or quotation service on which the Registrable
     Securities  may be  listed  or  quoted  at the  time of  sale,  (ii) in the
     over-the-counter  market,  (iii)  in  transactions  otherwise  than on such
     exchanges or services or in the over-the-counter market, (iv) in ordinary

<PAGE>

     brokers'   transactions,   (v)  in  purchasers   by  brokers,   dealers  or
     underwriters  as principal  and resale by the Selling  Securityholders  for
     their own accounts  pursuant to this  prospectus,  (vi) "at the risk of the
     market,"  to or  through  market  makers,  or into an  existing  market the
     Registrable Securities,  (vii) in other ways not involving market makers or
     established trading markets,  including direct sales to purchasers or sales
     effected  through  agents,  (viii) through  transactions  in swaps or other
     derivatives  (whether  exchange-listed  or otherwise),  (ix) to cover short
     sales or (x) through the writing of options.  In  connection  with sales of
     the  Registrable  Securities or otherwise,  the  undersigned may enter into
     hedging transactions with broker-dealers, which may in turn engage in short
     sales of the Registrable Securities in the course of hedging positions they
     assume.  The undersigned  may also sell  Registrable  Securities  short and
     deliver  Registrable  Securities to close out short  positions,  or loan or
     pledge Registrable  Securities to broker-dealers that in turn may sell such
     securities.

     State any exceptions here: ________________________________________________

________________________________________________________________________________

Note:  In no event  will  such  method(s)  of  distribution  take the form of an
underwritten  offering of the Registrable  Securities  without the prior written
agreement of theglobe.

     The undersigned  acknowledges  that it understands its obligation to comply
with the  provisions  of the Exchange Act and the rules  thereunder  relating to
stock manipulation, particularly Regulation M thereunder (or any successor rules
or  regulations),  in  connection  with any offering of  Registrable  Securities
pursuant to the Purchase  Agreement.  The undersigned agrees that neither it nor
any person acting on its behalf will engage in any  transaction  in violation of
such provisions.

     In  accordance  with  the  undersigned's   obligation  under  the  Purchase
Agreement,   the   undersigned   agrees  to  promptly  notify  theglobe  of  any
inaccuracies  or  changes  in the  information  provided  herein  that may occur
subsequent  to the  date  hereof  at any  time  while  the  Resale  Registration
Statement remains effective.  All notices hereunder and pursuant to the Purchase
Agreement shall be made in writing at the address set forth below.

     In the event  that the  undersigned  transfers  all or any  portion  of the
Registrable  Securities  listed  in Item 3 above  after  the date on which  such
information  is  provided  to  theglobe,  the  undersigned  agrees to notify the
transferee(s)  at the time of transfer of its rights and obligations  under this
Notice and Questionnaire and the Purchase Agreement.

     By  signing  below,  the  undersigned  consents  to the  disclosure  of the
information  contained herein in, its answers to Items 1 through 6 above and the
inclusion  of such  information  in the Resale  Registration  Statement  and the
related  prospectus.  The undersigned  understands that such information will be
relied upon by theglobe in connection  with the  preparation or amendment of the
Resale Registration Statement and the related prospectus.

     Once this  Notice and  Questionnaire  is executed  by the  undersigned  and
received  by  theglobe,  the terms of this  Notice  and  Questionnaire,  and the
representations  and  warranties  contained  herein,  shall be binding on, shall
inure to the benefit of and shall be enforceable  by the respective  successors,
heirs,  personal  representatives,  and assigns of theglobe and the  undersigned


<PAGE>


with respect to the Registrable Securities beneficially owned by the undersigned
and listed in Item 3 above.  This Agreement shall be governed in all respects by
the laws of the State of Florida.

     IN WITNESS WHEREOF,  the  undersigned,  by authority duly given, has caused
this Notice and  Questionnaire  to be executed and delivered either in person or
by its duly authorized agent.



Date: __________________________________       ________________________________
                                               Beneficial Owner

                                               By: ____________________________

                                               Name: __________________________

                                               Title: _________________________



               PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND

                       QUESTIONNAIRE TO THEGLOBE, INC. AT:

                                 theglobe, inc.
                       110 East Broward Blvd., Suite 1400
                         Fort Lauderdale, Florida 33301
                    Attention: Edward A. Cespedes, President


<PAGE>


                                                                       EXHIBIT 1

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Proskauer Rose, LLP
2255 Glades Road, Suite 340 West
Boca Raton, Florida 33431
Attention:  Donald E. "Rocky" Thompson, II
Phone:(561) 241-7400
Fax:    (561) 241-7145

RE: THEGLOBE, INC. (THE "COMPANY") COMMON STOCK TRANSFER


Dear Sirs:

     Please be advised that __________ has transferred ___________ shares of the
Company's Common Stock pursuant to the  Registration  Statement on Form SB-2 (or
S-2, as applicable) (File No. 33-______) filed by the Company.

     We hereby certify that the prospectus delivery requirements, if any, of the
Securities  Act of 1933,  as amended,  have been  satisfied  with respect to the
transfer described above and that the above-named beneficial owner of the Common
Stock is named as a selling  securityholder  in the Prospectus dated __________,
2004 or in amendments or supplements  thereto,  and that the number of shares of
Common Stock transferred are all/a portion (please circle as appropriate) of the
Common Stock  listed for resale in such  Prospectus  as amended or  supplemented
opposite such owner's name.

                                                 Very truly yours,


                                                 ______________________________
                                                                (Name)

                                                 By: __________________________
                                                      (Authorized Signature)


<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       [_________________________]

       By: /s/ Garrett Pettingell
          ------------------------------------
       Name:  Garrett Pettingell
             ---------------------------------
       Title:  CFO
              --------------------------------
       Investment Amount: $ 25,000.00
                           -------------------
       Residence: 1556 Ocean Lane
                  #103
                  Fort Lauderdale, FL 33316
       ---------------------------------------
       Address:     SAME
                ------------------------------

       ---------------------------------------

       ---------------------------------------
       Telephone No.: (954)  771-4598
                            ------------------
       Telecopy No.: (   )
                            ------------------
       Attention:
                  ----------------------------


       With copies of all notices to: Same


       ---------------------------------------

       ---------------------------------------

       ---------------------------------------
       Telephone No.:(   )
                            ------------------
       Telecopy No.:(   )
                            ------------------
       Attention:
                 -----------------------------

<PAGE>

          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       [   Paul M. Tomasi   ]
        -------------------

       By: /s/ Paul M. Tomasi
          ------------------------------------
       Name: Paul M. Tomasi
             ---------------------------------
       Title:
              --------------------------------
       Investment Amount: $   200,005.00
                           -------------------
       Residence: 84 Old Mill Road
                  Mendham, NJ 07945

       ---------------------------------------

       ---------------------------------------
       Address:  PO Box 202
                 Mendham, NJ 07945

       ---------------------------------------

       ---------------------------------------
       Telephone No.: (973) 879-4643
                            ------------------
       Telecopy No.: (973) 252-5246
                            ------------------
       Attention: Paul Tomasi


       With copies of all notices to:

       c/o E-Risk Services
                           -------------------
       227 Route 206
                     -------------------------
       Flanders, NJ
                     -------------------------

       ---------------------------------------
       Telephone No.: (973)  252-5141
                            ------------------
       Telecopy No.: (973)  252-5146
                           -------------------
       Attention: Paul Tomasi

<PAGE>

          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       [   J. Patterson McBaine   ]
        -------------------------

       By: /s/ J. Patterson McBaine
           ---------------------------------------------
       Name: J. Patterson McBaine
             -------------------------------------------
       Title:
              ------------------------------------------
       Investment Amount: $  85,000.00
                           -----------------------------
       Residence: San Francisco, CA
                  --------------------------------------

       Address: c/o Gruber & McBaine Capital Management
                50 Osgood Place-PH
                San Francisco, CA 94133

       -------------------------------------------------

       -------------------------------------------------
       Telephone No.: (415)  981-2101
                            ----------------------------
       Telecopy No.: (415)  956-7858
                           -----------------------------
       Attention: Jon D. Gruber
                  --------------------------------------


       With copies of all notices to:



       c/o Gruber & McBaine Cap. Mgmt
       50 Osgood Pl-PH
       San Francisco, CA 94133
       -------------------------------------------------
       Telephone No.: (415)  981-0655
                            ----------------------------
       Telecopy No.: (415)  981-6434
                           -----------------------------
       Attention:  Christine Arroyo
                  --------------------------------------

<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       [   Jon D. Gruber & Linda W. Gruber   ]
        -------------------------------------
       By:  /s/ Jon D. Gruber
           --------------------------------------
       Name:  Jon D. Gruber & Linda W. Gruber
             ------------------------------------
       Title:
              -----------------------------------
       Investment Amount: $  195,075.00
                           ----------------------
       Residence:  Ross, CA
                  -------------------------------

       ------------------------------------------

       ------------------------------------------
       Address: c/o Gruber & McBaine Cap Mgmt
                50 Osgood Pl.-PH
                San Francisco, CA 94133
       -------------------------------------------
       Telephone No.: (415)  981-2101
                            ----------------------
       Telecopy No.: (415)  956-7858
                           -----------------------
       Attention:  Jon D. Gruber
                  --------------------------------


       With copies of all notices to:



       c/o Gruber & McBaine Cap. Mgmt
       50 Osgood Pl.-PH
       San Francisco, CA 94133
       -------------------------------------------
       Telephone No.: (415)  981-0655
                            ----------------------
       Telecopy No.: (415)  981-6434
                           -----------------------
       Attention:  Christine Arroyo
                  --------------------------------

<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       [   GRUBER & MCBAINE INTERNATIONAL   ]
        -----------------------------------
       By:  Jon D. Gruber
           ---------------------------------------
       Name:  Gruber & McBaine Intrernational
             -------------------------------------
       Title:
              ------------------------------------
       Investment Amount: $ 195,075.00
                           -----------------------
       Residence:
                  --------------------------------
       Address: c/o Gruber & McBaine Cap. Mgmt
                50 Osgood Place-PH
                San Francisco, CA 94133
                ----------------------------------
       Telephone No.: (415)  981-2101
                            ----------------------
       Telecopy No.: (415)  956-7858
                           -----------------------
       Attention:  Jon D. Gruber
                  --------------------------------


       With copies of all notices to:



       c/o Gruber & McBaine Cap. Mgmt
       50 Osgood Pl.-PH
       San Francisco, CA 94133
       -------------------------------------------
       Telephone No.: (415)  981-0655
                            ----------------------
       Telecopy No.: (415)  981-6434
                           -----------------------
       Attention:  Christine Arroyo
                  --------------------------------


<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       [      MAURICIO GARDUNO      ]
        ----------------------------
       By:
           ---------------------------------------
       Name: Mauricio Garduno
             -------------------------------------
       Title:
              ------------------------------------
       Investment Amount: $ 300,000.00 USD
                           -----------------------
       Residence:  Mexico
                  --------------------------------
       Address: Bosques de Alisos 47B-01
                Mexico City, DF, 05120, Mexico
       -------------------------------------------
       Telephone No.: (52)  555-258-1408
                           -----------------------
       Telecopy No.: (  )
                          ------------------------
       Attention:  Mauricio Garduno
                  --------------------------------


       With copies of all notices to:



       Telephone No.: (  )
                           -----------------------
       Telecopy No.: (  )
                          ------------------------
       Attention:  Mauricio Garduno
                  --------------------------------


<PAGE>


[Separate signature pages will be set up for each Purchaser]


THE PURCHASER:

       [      MANUEL SENDEROS F.      ]
        ------------------------------
       By:

       Name:  Manuel Senderos F.
             -------------------------------------
       Title:
              ------------------------------------
       Investment Amount: $  900,000.00 USD
                           -----------------------
       Residence:  Mexico
                  --------------------------------
       Address: Bosques de Laureles 416-9
                Mexico City, DF, 05120, Mexico
                ----------------------------------
       Telephone No.: (011 52)  555-258-1408
                               -------------------
       Telecopy No.: (011 52)  555-258-1410
                              --------------------
       Attention:  Manuel Senderos F.
                  --------------------------------


       With copies of all notices to:



       Bosques de Alisos 47B-001, Mexico City,
       DF, 05120, Mexico
       -------------------------------------------
       Telephone No.: (011 52)  555-258-1408
                               -------------------
       Telecopy No.: (011 52)  555-258-1410
                              --------------------
       Attention:  Manuel Senderos F.
                  --------------------------------

<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       [      CARINTHIA PTE LTD.      ]
        ------------------------------
       By:
           --------------------------------------
       Name: Elmer Franco
             ------------------------------------
       Title: Authorized Signatory
              -----------------------------------
       Investment Amount: $915,000.00
                          -----------------------
       Residence:  Mexico
                  -------------------------------
       Address: Privada del Calvario
                #80 Contadero, Delegacion,
                Cuajimalpa
                ---------------------------------

       Telephone No.: (524) 55 812 3333
                      ---------------------------
       Telecopy No.:
                     ----------------------------
       Attention: Rodrigo Franco
                  -------------------------------


       With copies of all notices to:



       Same as above

       Rodrigo Franco
       ------------------------------------------

       ------------------------------------------
       Telephone No.: (52) 555 329 3098
                     ----------------------------
       Telecopy No.:  (52) 555 329 3246
                     ----------------------------
       Attention: Rodrigo Franco
                  -------------------------------

<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       [     SERGIO ROSENGAUS LEIZGOLD     ]
        -----------------------------------
       By:
          ----------------------------------------
       Name: Sergio Rosengaus Leizgold
             -------------------------------------
       Title:
              ------------------------------------
       Investment Amount: $ 85,000.00
                           -----------------------
       Residence:  Mexico
                  --------------------------------
       Address:  Prolongacion Bosques de Reforma
                 # 1477-T1 PB
                 Bosques de las Lomas
                 Mexico D.F.
                 11700
                 Mexico
                ----------------------------------
       Telephone No.: (52)  558-503-2603
                           -----------------------
       Telecopy No.: (52)  558-503-2642
                          ------------------------
       Attention:  Mr. Sergio Rosengaus Leisgold
                  --------------------------------


       With copies of all notices to:



       Same as above
       -------------------------------------------

       -------------------------------------------
       Telephone No.: (   )
                            ----------------------
       Telecopy No.: (   )
                            ----------------------
       Attention:
                  --------------------------------


<PAGE>

          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       [     ALPHA CAPITAL AG     ]
        --------------------------
       By:  Konrad Ackerman
           -----------------------------------
       Name:  Konrad Ackerman
             ---------------------------------
       Title:  Director
              --------------------------------
       Investment Amount: $ 1,000,025.00
                           -------------------
       Residence:  Liechtenstein
                  ----------------------------
       Address: Pradafat 7
                Furstentums 9490
                Jaduz Liechtenstein
       ---------------------------------------
       Telephone No.: (011)  423-232-3195
                            ------------------
       Telecopy No.: (011)  423-232-3196
                           -------------------
       Attention:  Konrad Ackerman
                  ----------------------------


       With copies of all notices to:



       L.H. Financial
       160 Central Park South
       Suite 2701
       ---------------------------------------
       Telephone No.: (212)  586-8224
                            ------------------
       Telecopy No.: (212)  586-8244
                           -------------------
       Attention:
                  ----------------------------

<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       [    LONGVIEW INTERNATIONAL EQUITY FUND, LP    ]
        ---------------------------------------------
       By:  Peter T. Benz
           ------------------------------------------
       Name:  Peter T. Benz
             ----------------------------------------
       Title:  CHM of the Investment Manager
              ---------------------------------------
       Investment Amount: $  393,720.00
                           --------------------------
       Residence:
                  -----------------------------------
       Address: c/o Nemours Trustees (BVI) Limited
                Nemours Chambers, PO Box 19
                Road Town, Tortola
                British Virgin Islands
                -------------------------------------
       Telephone No.: (415)  283-3256
                            -------------------------
       Telecopy No.: (650)  283-3386
                           --------------------------
       Attention:  Peter T. Benz
                  -----------------------------------


       With copies of all notices to:

       ----------------------------------------------

       ----------------------------------------------

       ----------------------------------------------

       Redwood Grove Capital Management, LLC
       25 Longview Court
       Hillsborough, CA  94010
       ----------------------------------------------
       Telephone No.: (415)  283-3256
                            -------------------------
       Telecopy No.: (650)  283-3386
                           --------------------------
       Attention:  Peter T. Benz
                  -----------------------------------


<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       [    LONGVIEW EQUITY FUND, LP    ]
        --------------------------------
       By:  Wayne H. Coleson
           -----------------------------------
       Name:  Wayne H. Coleson
             ---------------------------------
       Title:  CEO of the Investment Manager
              --------------------------------
       Investment Amount: $ 1,181,245.00
                           -------------------
       Residence:
                  ----------------------------
       Address: 25 Longview Court
                Hillsborough, CA  94010
                ------------------------------
       Telephone No.: (415)  283-3256
                            ------------------
       Telecopy No.: (650)  283-3386
                           -------------------
       Attention:  Wayne H. Coleson
                  ----------------------------


       With copies of all notices to:

       ---------------------------------------

       ---------------------------------------

       ---------------------------------------
       Telephone No.: (   )
                            ------------------
       Telecopy No.:  (   )
                            ------------------
       Attention:
                  ----------------------------

<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       [    LONGVIEW EQUITY FUND, LP    ]
        --------------------------------

       By:  S. Michael Rudolph
           -----------------------------------
       Name:  S. Michael Rudolph
             ---------------------------------
       Title:  COO of the General Partner
              --------------------------------
       Investment Amount: $ 1,000,025.00
                           -------------------
       Residence:
                  ----------------------------
       Address: 1325 Howard Avenue
                #422
                Burlingame, CA  94010
                ------------------------------
       Telephone No.: (650)  340-1074
                            ------------------
       Telecopy No.: (650)  343-2506
                           -------------------
       Attention:  S. Michael Rudolph
                  ----------------------------


       With copies of all notices to:

       ---------------------------------------

       ---------------------------------------

       ---------------------------------------
       Telephone No.: (   )
                            ------------------
       Telecopy No.:  (   )
                            ------------------
       Attention:
                  ----------------------------

<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       [      SF CAPITAL PARTNERS LTD.      ]
        ------------------------------------
       By: /s/ Brian H. Davidson
           --------------------------------------------
       Name:  Brian H. Davidson
             ------------------------------------------
       Title:  Authorized Signatory
              -----------------------------------------
       Investment Amount: $ 1,820,020.00
                           ----------------------------
       Residence: c/o Staro Asset Management
                  3600 South Lake Drive
                  St. Francis, WI  53235
                  -------------------------------------
       Address:
                ---------------------------------------

       ------------------------------------------------

       ------------------------------------------------
       Telephone No.: (414)  294-7000
                            ---------------------------
       Telecopy No.: (414)  294-7700
                           ----------------------------
       Attention:  Brian H. Davidson
                  -------------------------------------


       With copies of all notices to:

       ------------------------------------------------

       ------------------------------------------------

       ------------------------------------------------
       Telephone No.: (   )
                            ---------------------------
       Telecopy No.: (   )
                            ---------------------------
       Attention:
                  -------------------------------------


<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       CAPITAL VENTURES INTERNATIONAL BY HEIGHTS
       CAPITAL MANAGEMENT, INC., ITS AUTHRIZED
       AGENT, MARTIN KOBINGER

       [                                ]
        --------------------------------
       By: /s/ Martin Kobinger
           ---------------------------------------------
       Name:  Martin Kobinger
             -------------------------------------------
       Title:  Investment Manager
              ------------------------------------------
       Investment Amount: $ 1,733,320.00
                           -----------------------------
       Residence:  Cayman Islands
                  --------------------------------------
       Address: c/o Heights Capital Management, Inc.
                425 California Street,  # 1100
                San Francisco, CA  94104
                ----------------------------------------
       Telephone No.: (415)  403-6500
                            ----------------------------
       Telecopy No.: (415)  403-6525
                           -----------------------------
       Attention:  Martin Kobinger
                  --------------------------------------

       With copies of all notices to:

       -------------------------------------------------

       -------------------------------------------------

       -------------------------------------------------
       Stock Certificates & Warrants should be sent to:
       401 City Line Avenue,
       Suite 220
       Bala Cynwyd, PA  19004
       -------------------------------------------------
       Telephone No.: (   )
                            ----------------------------
       Telecopy No.:
                     (   )
                           -----------------------------
       Attention:  Mike Mollen
                  --------------------------------------

<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       ENABLE GROWTH PARTNERS

       By: /s/ Mitch Levine
           ------------------------------------------
       Name:  Mitch Levine
             ----------------------------------------
       Title:  Managing Partner
              ---------------------------------------
       Investment Amount: $ 346,630.00
                           --------------------------
       Residence:
                  -----------------------------------

       ----------------------------------------------

       ----------------------------------------------
       Address: One Samsome Street, Suite 2900
                San Francisco, CA  94104
                -------------------------------------
       Telephone No.: (415)  835-3838
                            -------------------------
       Telecopy No.: (415)  835-3843
                           --------------------------
       Attention:  Mitch Levine
                  -----------------------------------


       With copies of all notices to:

       ----------------------------------------------

       ----------------------------------------------

       ----------------------------------------------
       Telephone No.: (   )
                            -------------------------
       Telecopy No.: (   )
                           --------------------------
       Attention:
                  -----------------------------------

<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       GAMMA OPPORTUNITY CAPITAL PARTNERS LP

       By: /s/ Jonathan P. Knight
           ----------------------------------------------
       Name:  Jonathan P. Knight
             --------------------------------------------
       Title:  President & Director
              -------------------------------------------
       Investment Amount: $ 500,055.00
                           ------------------------------
       Residence: British Colonial Centre of Commerce
                  Suite 401
                  One Bay Street Nassau NP
                  The Bahamas
                  ---------------------------------------
       Address: 605 Crescent Executive Court Suite 416
                Lake Mary, FL  32746
                -----------------------------------------
       Telephone No.: (407)  833-4010
                            -----------------------------
       Telecopy No.: (407)  771-4419
                           ------------------------------
       Attention:  Jonathan P. Knight
                  ---------------------------------------


       With copies of all notices to:

       --------------------------------------------------

       --------------------------------------------------

       --------------------------------------------------
       Telephone No.: (   )
                            -----------------------------
       Telecopy No.: (   )
                          -------------------------------
       Attention:
                  ---------------------------------------

<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       [    SENECA CAPITAL INTERNATIONAL LTD.    ]
        -----------------------------------------
       By:  /s/ Doug Hirsch
           --------------------------------------
       Name:  Doug Hirsch
             ------------------------------------
       Title:  Managing Member
              -----------------------------------
       Investment Amount: $ 571,710.00
                           ----------------------
       Residence:  N/A
                  -------------------------------
       Address: 950 3rd Avenue
                29th Fl.
                New York, NY  10022
                ---------------------------------
       Telephone No.: (212)  888-2999
                            ---------------------
       Telecopy No.: (212)  758-6060
                           ----------------------
       Attention:  Eric Feingold
                  -------------------------------


       With copies of all notices to:

       Seneca Capital International Ltd.
       950 3rd Avenue, 29th Fl.
       New York, NY  10022
       ------------------------------------------
       Telephone No.: (212)  371-1300
                            ---------------------
       Telecopy No.: (212)  758-6060
                           ----------------------
       Attention: Davis Parr
                  -------------------------------


<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       [    SENECA CAPITAL INTERNATIONAL LTD.    ]
        -----------------------------------------
       By: /s/ Doug Hirsch
           --------------------------------------
       Name:  Doug Hirsch
             ------------------------------------
       Title:  Managing Member
              -----------------------------------
       Investment Amount: $ 294,950.00
                           ----------------------
       Residence:  N/A
                  -------------------------------
       Address: 950 3rd Avenue
                29th Fl.
                New York, NY  10022
                ---------------------------------
       Telephone No.: (212)  888-2999
                            ---------------------
       Telecopy No.: (212)  758-6060
                           ----------------------
       Attention:  Eric Feingold
                  -------------------------------


       With copies of all notices to:

                Seneca Capital International Ltd.
                950 3rd Avenue, 29th Fl.
                New York, NY  10022
                ---------------------------------
       Telephone No.: (212)  371-1300
                            ---------------------
       Telecopy No.: (212)  758-6060
                           ----------------------
       Attention:  Davis Parr
                  -------------------------------


<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

        [      PROXIMITY FUND LP      ]
         -----------------------------
        By: /s/ Steven Crosby
            ----------------------------------
        Name:  Steven Crosby
              --------------------------------
        Title:  General Partner
               -------------------------------
        Investment Amount: $ 346,672.50
                            ------------------
        Residence:
                   ---------------------------
        Address: 1 Montgomery Street
                 Suite 3300
                 San Francisco, CA  94104
                 -----------------------------
        Telephone No.: (415)  397-1756
                             -----------------
        Telecopy No.: (415)  397-1790
                            ------------------
        Attention:  Steve
                   ---------------------------


        With copies of all notices to:

        --------------------------------------

        --------------------------------------

        --------------------------------------
        Telephone No.: (   )
                             -----------------
        Telecopy No.: (   )
                            ------------------
        Attention:
                   ---------------------------


<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       [    PROXIMITY PARTNERS, LP    ]
        ------------------------------
       By: /s/ Steven Crosby
           -----------------------------------
       Name:  Steven Crosby
             ---------------------------------
       Title:  General Partner
              --------------------------------
       Investment Amount: $ 346,672.50
                           -------------------
       Residence:
                  ----------------------------
       Address: 1 Montgomery Street
                Suite 3300
                San Francisco, CA  94104
                ------------------------------
       Telephone No.: (415)  397-1755
                            ------------------
       Telecopy No.: (415)  397-1790
                          --------------------
       Attention:  Steve
                  ----------------------------


       With copies of all notices to:

        --------------------------------------

        --------------------------------------

        --------------------------------------
       Telephone No.: (   )
                            ------------------
       Telecopy No.: (   )
                           -------------------
       Attention:
                  ----------------------------

<PAGE>


          [Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       WELLINGTON TRUST COMPANY, NATIONAL
       ASSOCIATION MULTIPLE COLLECTIVE
       INVESTMENT FUNDS TRUST, EMERGING
       COMPANIES PORTFOLIO
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: /s/ Julie A. Jenkins
          -------------------------------------
       Name:  Julie A. Jenkins
             ----------------------------------
       Title:  Vice President & Counsel
              ---------------------------------
       Investment Amount: $ 1,020,000.00
                           --------------------
       Residence:  Massachusettes
                  -----------------------------
       Address: Wellington Management, LLP
                75 State Street
                Boston, MA  02109
                -------------------------------
       Telephone No.: (617)  951-5000
                            -------------------
       Telecopy No.: (617)  790-7760
                           --------------------
       Attention:  Gina Di Mento
                  -----------------------------

       With copies of all notices to:

       ----------------------------------------

       ----------------------------------------

       ----------------------------------------
       Telephone No.: (   )
                            -------------------
       Telecopy No.: (   )
                           --------------------
       Attention:
                  -----------------------------


<PAGE>


[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       LABORERS' DISTRICT COUNCIL AND
       CONTRACTORS' OF OHIO PENSION FUND
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: Julie A. Jenkins
           ------------------------------------------
       Name:  Julie A. Jenkins
             ----------------------------------------
       Title:  Vice President and Counsel
              ---------------------------------------
       Investment Amount: $ 212,500.00
                           --------------------------
       Residence:  Ohio
                  -----------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                -------------------------------------
       Telephone No.: (617)  951-5000
                            -------------------------
       Telecopy No.: (617)  790-7760
                           --------------------------
       Attention:  Gina Di Mento
                  -----------------------------------


       With copies of all notices to:

       ----------------------------------------------

       ----------------------------------------------

       ----------------------------------------------
       Telephone No.: (   )
                            -------------------------
       Telecopy No.: (   )
                           --------------------------
       Attention:
                  -----------------------------------


<PAGE>


[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

        THE ROBERT WOOD JOHNSON FOUNDATION
        WELLINGTON MANAGEMENT COMPANY, LLP
        AS INVESTMENT ADVISER

        By: Julie A. Jenkins
            ------------------------------------------
        Name:  Julie A. Jenkins
              ----------------------------------------
        Title:  Vice President and Counsel
               ---------------------------------------
        Investment Amount: $ 807,500.00
                            --------------------------
        Residence:  New Jersey
                   -----------------------------------
        Address: Wellington Management Company, LLP
                 75 State Street
                 Boston, MA  02109
                 -------------------------------------
        Telephone No.: (617)  951-5000
                             -------------------------
        Telecopy No.: (617)  790-7760
                            --------------------------
        Attention:  Gina Di Mento
                   -----------------------------------


        With copies of all notices to:

        ----------------------------------------------

        ----------------------------------------------

        ----------------------------------------------
        Telephone No.: (   )
                             -------------------------
        Telecopy No.: (   )
                            --------------------------
        Attention:
                   -----------------------------------


<PAGE>

[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       THE DOW CHEMICAL EMPLOYEES' RETIREMENT PLAN
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: Julie A. Jenkins
           --------------------------------------------
       Name:  Julie A. Jenkins
             ------------------------------------------
       Title:  Vice President and Counsel
              -----------------------------------------
       Investment Amount: $ 654,500.00
                           ----------------------------
       Residence:  Michigan
                  -------------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                ---------------------------------------
       Telephone No.: (617)  951-5000
                            ---------------------------
       Telecopy No.: (617)  790-7760
                           ----------------------------
       Attention:  Gina Di Mento
                  -------------------------------------


       With copies of all notices to:

       ------------------------------------------------

       ------------------------------------------------

       ------------------------------------------------
       Telephone No.: (   )
                            ---------------------------
       Telecopy No.:
                     (   )
                           ----------------------------
       Attention:
                  -------------------------------------


<PAGE>


[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       BRITISH COLUMBIA INVESTMENT
       MANAGEMENT CORPORATION
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: Julie A. Jenkins
           --------------------------------------------
       Name:  Julie A. Jenkins
             ------------------------------------------
       Title:  Vice President and Counsel
              -----------------------------------------
       Investment Amount: $ 365,500.00
                           ----------------------------
       Residence:  Canada
                  -------------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                ---------------------------------------
       Telephone No.: (617)  951-5000
                            ---------------------------
       Telecopy No.: (617)  790-7760
                           ----------------------------
       Attention:  Gina Di Mento
                  -------------------------------------


       With copies of all notices to:

       ------------------------------------------------

       ------------------------------------------------

       ------------------------------------------------
       Telephone No.: (   )
                            ---------------------------
       Telecopy No.: (   )
                          -----------------------------
       Attention:
                  -------------------------------------


<PAGE>


[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       TELUS CORPORATION FOREIGN EQUITY ACTIVE POOL
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: Julie A. Jenkins
           --------------------------------------------
       Name:  Julie A. Jenkins
             ------------------------------------------
       Title:  Vice President and Counsel
              -----------------------------------------
       Investment Amount: $ 93,500.00
                           ----------------------------
       Residence:  Canada
                  -------------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                ---------------------------------------
       Telephone No.: (617)  951-5000
                            ---------------------------
       Telecopy No.: (617)  790-7760
                           ----------------------------
       Attention:  Gina Di Mento
                  -------------------------------------


       With copies of all notices to:

       ------------------------------------------------

       ------------------------------------------------

       ------------------------------------------------
       Telephone No.:  (   )
                             --------------------------
       Telecopy No.: (   )
                           ----------------------------
       Attention:
                  -------------------------------------


<PAGE>


[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       SELIGMAN GLOBAL FUND SERIES, INC.
       SELIGMAN GLOBAL SMALLER COMPANIES FUND
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: Julie A. Jenkins
           ------------------------------------------
       Name:  Julie A. Jenkins
             ----------------------------------------
       Title:  Vice President and Counsel
              ---------------------------------------
       Investment Amount: $ 510,000.00
                           --------------------------
       Residence:  Maryland
                  -----------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                -------------------------------------
       Telephone No.: (617)  951-5000
                            -------------------------
       Telecopy No.: (617)  790-7760
                           --------------------------
       Attention:  Gina Di Mento
                  -----------------------------------


       With copies of all notices to:

       ----------------------------------------------

       ----------------------------------------------

       ----------------------------------------------
       Telephone No.: (   )
                           --------------------------
       Telecopy No.: (   )
                          ---------------------------
       Attention:
                  -----------------------------------


<PAGE>


[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       SEI INTERNATIONAL MANAGED TRUST,
       SMALL CAP GROWTH FUND
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: Julie A. Jenkins
           -------------------------------------------
       Name:  Julie A. Jenkins
             -----------------------------------------
       Title:  Vice President and Counsel
              ----------------------------------------
       Investment Amount: $ 892,500.00
                           ---------------------------
       Residence:  Pennsylvania
                  ------------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                --------------------------------------
       Telephone No.: (617)  951-5000
                            --------------------------
       Telecopy No.: (617)  790-7760
                           ---------------------------
       Attention:  Gina Di Mento
                  ------------------------------------


       With copies of all notices to:
       -----------------------------------------------

       -----------------------------------------------

       -----------------------------------------------
       Telephone No.: (   )
                           ---------------------------
       Telecopy No.: (   )
                          ----------------------------
       Attention:
                 -------------------------------------


<PAGE>


[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       J B WERE GLOBAL SMALL COMPANIES POOLED FUNDE
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: Julie A. Jenkins
           ------------------------------------------
       Name:  Julie A. Jenkins
             ----------------------------------------
       Title:  Vice President and Counsel
              ---------------------------------------
       Investment Amount: $ 807,500.00
                           --------------------------
       Residence: Australia
                 ------------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                -------------------------------------
       Telephone No.: (617)  951-5000
                            -------------------------
       Telecopy No.: (617)  790-7760
                           --------------------------
       Attention: Gina Di Mento
                  -----------------------------------


       With copies of all notices to:

       ----------------------------------------------

       ----------------------------------------------

       ----------------------------------------------
       Telephone No.: (   )
                            -------------------------
       Telecopy No.: (   )
                           --------------------------
       Attention:
                  -----------------------------------


<PAGE>


[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       BC TELECOM PENSION PLAN FOR MANAGEMENT
       AND EXEMPT EMPLOYEES WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: Julie A. Jenkins
           --------------------------------------------
       Name:  Julie A. Jenkins
             ------------------------------------------
       Title:  Vice President and Counsel
              -----------------------------------------
       Investment Amount: $ 42,500.00
                           ----------------------------
       Residence:  Canada
                  -------------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                ---------------------------------------
       Telephone No.: (617)  951-5000
                            ---------------------------
       Telecopy No.: (617)  790-7760
                           ----------------------------
       Attention:  Gina Di Mento
                  -------------------------------------


       With copies of all notices to:

       ------------------------------------------------

       ------------------------------------------------

       ------------------------------------------------
       Telephone No.: (   )
                           ----------------------------
       Telecopy No.: (   )
                          -----------------------------
       Attention:
                  -------------------------------------


<PAGE>

[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       TALVEST GLOBAL SMALL CAP FUND
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: Julie A. Jenkins
           --------------------------------------------
       Name:  Julie A. Jenkins
             ------------------------------------------
       Title:  Vice President and Counsel
              -----------------------------------------
       Investment Amount: $ 195,500.00
                           ----------------------------
       Residence:  Canada
                  -------------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                ---------------------------------------
       Telephone No.: (617)  951-5000
                            ---------------------------
       Telecopy No.: (617)  790-7760
                           ----------------------------
       Attention:  Gina Di Mento
                  -------------------------------------


       With copies of all notices to:

       ------------------------------------------------

       ------------------------------------------------

       ------------------------------------------------
       Telephone No.: (   )
                            ---------------------------
       Telecopy No.: (   )
                          -----------------------------
       Attention:
                 --------------------------------------


<PAGE>

[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       SEI INSTITUTIONAL INVESTMENTS TRUST,
       SMALL MID CAP EQUITY FUND
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: Julie A. Jenkins
           ------------------------------------------
       Name:  Julie A. Jenkins
             ----------------------------------------
       Title:  Vice President and Counsel
              ---------------------------------------
       Investment Amount: $ 144,500.00
                           --------------------------
       Residence:  Pennsylvania
                  -----------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                -------------------------------------
       Telephone No.: (617)  951-5000
                            -------------------------
       Telecopy No.: (617)  790-7760
                           --------------------------
       Attention:  Gina Di Mento
                  -----------------------------------


       With copies of all notices to:

       ----------------------------------------------

       ----------------------------------------------

       ----------------------------------------------
       Telephone No.: (   )
                            -------------------------
       Telecopy No.: (   )
                           --------------------------
       Attention:
                  -----------------------------------



<PAGE>


[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       RETAIL EMPLOYEES SUPERANNUATION TRUST
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: /s/ Julie A. Jenkins
           ------------------------------------------
       Name:  Julie A. Jenkins
             ----------------------------------------
       Title:  Vice President and Counsel
              ---------------------------------------
       Investment Amount:  $280,500.00
                          ---------------------------
       Residence: Australia
       Address:  Wellington Management Company, LLP
                 75 State Street
                 Boston, MA  02109
                -------------------------------------
       Telephone No.: (617)  951-5000
                           --------------------------
       Telecopy No.: (617)  790-7760
                          ---------------------------
       Attention:  Gina Di Mento
                  -----------------------------------
       With copies of all notices to:

       ----------------------------------------------

       ----------------------------------------------

       ----------------------------------------------
       Telephone No.:
                      -------------------------------
       Telecopy No.:
                     --------------------------------
       Attention:
                  -----------------------------------


<PAGE>


[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       EMERGENCY SERVICES SUPERANNUATION BOARD
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: /s/ Julie A. Jenkins
           ------------------------------------------
       Name:  Julie A. Jenkins
             ----------------------------------------
       Title:  Vice President and Counsel
              ---------------------------------------
       Investment Amount:  $161,500.00
                          ---------------------------
       Residence:  Australia
                  -----------------------------------
       Address:  Wellington Management Company, LLP
                 75 State Street
                 Boston, MA  02109
                -------------------------------------
       Telephone No.: (617)  951-5000
                           --------------------------
       Telecopy No.: (617)  790-7760
                          ---------------------------
       Attention:  Gina Di Mento
                  -----------------------------------
       With copies of all notices to:

       ----------------------------------------------

       ----------------------------------------------

       ----------------------------------------------
       Telephone No.: (  )
                          ---------------------------
       Telecopy No.: (  )
                         ----------------------------
       Attention:
                  -----------------------------------


<PAGE>


[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       AUSTRALIAN RETIREMENT FUND
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: /s/ Julie A. Jenkins
           ------------------------------------------
       Name:  Julie A. Jenkins
             ----------------------------------------
       Title:  Vice President and Counsel
              ---------------------------------------
       Investment Amount:  $238,000.00
                          ---------------------------
       Residence:  Australia
                  -----------------------------------
       Address:  Wellington Management Company, LLP
                 75 State Street
                 Boston, MA  02109
                -------------------------------------
       Telephone No.: (617)  951-5000
                           --------------------------
       Telecopy No.: (617)  790-7760
                          ---------------------------
       Attention:  Gina Di Mento
                  -----------------------------------
       With copies of all notices to:

       ----------------------------------------------

       ----------------------------------------------

       ----------------------------------------------
       Telephone No.: (  )
                          ---------------------------
       Telecopy No.: (  )
                         ----------------------------
       Attention:
                  -----------------------------------


<PAGE>


[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       SELIGMAN PORTFOLIOS, INC., SELIGMAN GLOBAL SMALLER COMPANIES
       PORTFOLIO
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: /s/ Julie A. Jenkins
           ------------------------------------------
       Name:  Julie A. Jenkins
             ----------------------------------------
       Title:  Vice President and Counsel
              ---------------------------------------
       Investment Amount:  $19,125.00
                          ---------------------------
       Residence:  Maryland
                  -----------------------------------
       Address:   Wellington Management Company, LLP
                  75 State Street
                  Boston, MA  02109
                -------------------------------------
       Telephone No.: (617)  951-5000
                           --------------------------
       Telecopy No.: (617)  790-7760
                          ---------------------------
       Attention:  Gina Di Mento
                  -----------------------------------
       With copies of all notices to:

       ----------------------------------------------

       ----------------------------------------------

       ----------------------------------------------
       Telephone No.: (  )
                          ---------------------------
       Telecopy No.: (  )
                         ----------------------------
       Attention:
                  -----------------------------------


<PAGE>


[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       SEI INSTITUTIONAL INVESTMENTS TRUST,
       SMALL CAP FUND
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: /s/ Julie A. Jenkins
           ------------------------------------------
       Name:  Julie A. Jenkins
             ----------------------------------------
       Title:  Vice President and Counsel
              ---------------------------------------
       Investment Amount:  $765,000.00
                          ---------------------------
       Residence:  Pennsylvania
                  -----------------------------------
       Address:  Wellington Management Company, LLP
                 75 State Street
                 Boston, MA  02109
                -------------------------------------
       Telephone No.: (617)  951-5000
                           --------------------------
       Telecopy No.: (617)  790-7760
                          ---------------------------
       Attention:  Gina Di Mento
                  -----------------------------------
       With copies of all notices to:

       ----------------------------------------------

       ----------------------------------------------

       ----------------------------------------------
       Telephone No.: (  )
                          ---------------------------
       Telecopy No.: (  )
                         ----------------------------
       Attention:
                  -----------------------------------


<PAGE>


[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       NEW ZEALAND FUNDS MANAGEMENT LIMITED
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: /s/ Julie A. Jenkins
           ------------------------------------------
       Name:  Julie A. Jenkins
             ----------------------------------------
       Title:  Vice President and Counsel
              ---------------------------------------
       Investment Amount:  $170,000.000
                          ---------------------------
       Residence:  New Zealand
                  -----------------------------------
       Address:  Wellington Management Company, LLP
                 75 State Street
                 Boston, MA  02109
                -------------------------------------
       Telephone No.: (617)  951-5000
                           --------------------------
       Telecopy No.: (617)  790-7760
                          ---------------------------
       Attention:  Gina Di Mento
                  -----------------------------------
       With copies of all notices to:

       ----------------------------------------------

       ----------------------------------------------

       ----------------------------------------------
       Telephone No.: (  )
                          ---------------------------
       Telecopy No.: (  )
                         ----------------------------
       Attention:
                  -----------------------------------


<PAGE>


[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       WELLINGTON MANAGEMENT PORTFOLIOS
       (DUBLIN) - GLOBAL SMALLER COMPANIES
       EQUITY PORTFOLIO
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: /s/ Julie A. Jenkins
           ------------------------------------------
       Name:  Julie A. Jenkins
             ----------------------------------------
       Title:  Vice President and Counsel
              ---------------------------------------
       Investment Amount:  $114,750.00
                          ---------------------------
       Residence:  Ireland
                  -----------------------------------
       Address:  Wellington Management Company, LLP
                 75 State Street
                 Boston, MA  02109
                -------------------------------------
       Telephone No.: (617)  951-5000
                           --------------------------
       Telecopy No.: (617)  790-7760
                          ---------------------------
       Attention:  Gina Di Mento
                  -----------------------------------
       With copies of all notices to:

       ----------------------------------------------

       ----------------------------------------------

       ----------------------------------------------
       Telephone No.: (  )
                          ---------------------------
       Telecopy No.: (  )
                         ----------------------------
       Attention:
                  -----------------------------------




<PAGE>

[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       TELSTRA SUPER PTY LTD
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISER

       By: /s/ Julie A. Jenkins
           ------------------------------------------
       Name:  Julie A. Jenkins
             ----------------------------------------
       Title:  Vice President and Counsel
              ---------------------------------------
       Investment Amount:  $204,000.00
                          ---------------------------
       Residence:  Australia
                  -----------------------------------
       Address:  Wellington Management Company, LLP
                 75 State Street
                 Boston, MA  02109
                -------------------------------------
       Telephone No.: (617)  951-5000
                           --------------------------
       Telecopy No.: (617)  790-7760
                          ---------------------------
       Attention:  Gina Di Mento
                  -----------------------------------
       With copies of all notices to:

       ----------------------------------------------

       ----------------------------------------------

       ----------------------------------------------
       Telephone No.: (  )
                          ---------------------------
       Telecopy No.: (  )
                         ----------------------------
       Attention:
                  -----------------------------------


<PAGE>

[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       THE MARITIME LIFE DISCOVERY FUND, BY
       WELLINGTON MANAGEMENT COMPANY, LLP AS
       INVESTMENT ADVISER

       By: Julie A. Jenkins
           ---------------------------------------
       Name:  Julie A. Jenkins
             -------------------------------------
       Title:  Vice President and Counsel
              ------------------------------------
       Investment Amount: $ 331,500
                            ----------------------
       Residence:  Nova Scotia, Canada
                  --------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                ----------------------------------
       Telephone No.: (617)  951-5000
                            ----------------------
       Telecopy No.: (617)  790-7760
                           -----------------------
       Attention:  Gina Di Mento
                  --------------------------------


       With copies of all notices to:

       -------------------------------------------

       -------------------------------------------

       -------------------------------------------
       Telephone No.: (  )
                           -----------------------
       Telecopy No.: (  )
                          ------------------------
       Attention:
                  --------------------------------


<PAGE>


[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       OHIO CARPENTERS' PENSION FUND WELLINGTON
       MANAGEMENT COMPANY, LLP AS INVESTMENT
       ADVISER

       By: Julie A. Jenkins
           ---------------------------------------
       Name:  Julie A. Jenkins
             -------------------------------------
       Title:  Vice President and Counsel
              ------------------------------------
       Investment Amount: $ 229,500.00
                           -----------------------
       Residence:  Ohio
                  --------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                ----------------------------------
       Telephone No.: (617)  951-5000
                            ----------------------
       Telecopy No.: (617)  790-7760
                           -----------------------
       Attention:  Gina Di Mento
                  --------------------------------


       With copies of all notices to:

       -------------------------------------------

       -------------------------------------------

       -------------------------------------------
       Telephone No.: (  )
                           -----------------------
       Telecopy No.: (  )
                          ------------------------
       Attention:
                  --------------------------------


<PAGE>


[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       HOWARD HUGHES MEDICAL INSTITUTE
       WELLINGTON MANAGEMENT COMPANY, LLP AS
       INVESTMENT ADVISER

       By: Julie A. Jenkins
           ---------------------------------------
       Name:  Julie A. Jenkins
             -------------------------------------
       Title:  Vice President and Counsel
              ------------------------------------
       Investment Amount: $ 722,500.00
                           -----------------------
       Residence:  Maryland
                  --------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                ----------------------------------
       Telephone No.: (617)  951-5000
                            ----------------------
       Telecopy No.: (617)  790-7760
                           -----------------------
       Attention:  Gina Di Mento
                  --------------------------------


       With copies of all notices to:

       -------------------------------------------

       -------------------------------------------

       -------------------------------------------
       Telephone No.: (  )
                           -----------------------
       Telecopy No.: (  )
                          ------------------------
       Attention:
                  --------------------------------


<PAGE>



[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       WELLINGTON TRUST COMPANY, NATIONAL
       ASSOCIATION MULTIPLE COMMON TRUST FUNDS
       TRUST, EMERGING COMPANIES PORTFOLIO
       WELLINGTON MANAGEMENT COMPANY, LLP AS
       INVESTMENT ADVISER

       By: Julie A. Jenkins
           ---------------------------------------
       Name:  Julie A. Jenkins
             -------------------------------------
       Title:  Vice President and Counsel
              ------------------------------------
       Investment Amount: $ 1,105,000.00
                           -----------------------
       Residence:  Massachusetts
                  --------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                ----------------------------------
       Telephone No.: (617)  951-5000
                            ----------------------
       Telecopy No.: (617)  790-7760
                           -----------------------
       Attention:  Gina Di Mento
                  --------------------------------


       With copies of all notices to:

       -------------------------------------------

       -------------------------------------------

       -------------------------------------------
       Telephone No.: (  )
                           -----------------------
       Telecopy No.: (  )
                          ------------------------
       Attention:
                  --------------------------------




<PAGE>

[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       OREGON INVESTMENT COUNCIL WELLINGTON
       MANAGEMENT COMPANY, LLP AS INVESTMENT
       ADVISOR

       By: Julie A. Jenkins
           ---------------------------------------
       Name:  Julie A. Jenkins
             -------------------------------------
       Title:  Vice President and Counsel
              ------------------------------------
       Investment Amount: $ 1,445,000.00
                           -----------------------
       Residence:  Oregon
                  --------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                ----------------------------------
       Telephone No.: (617)  951-5000
                            ----------------------
       Telecopy No.: (617)  790-7760
                           -----------------------
       Attention:  Gina Di Mento
                  --------------------------------


       With copies of all notices to:

       -------------------------------------------

       -------------------------------------------

       -------------------------------------------
       Telephone No.: (  )
                           -----------------------
       Telecopy No.: (  )
                          ------------------------
       Attention:
                  --------------------------------




<PAGE>

[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       NEW YORK STATE NURSE ASSOCIATION PENSION
       PLAN WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISOR

       By: Julie A. Jenkins
           ---------------------------------------
       Name:  Julie A. Jenkins
             -------------------------------------
       Title: Vice President and Counsel
              ------------------------------------
       Investment Amount: $ 442,000.00
                           -----------------------
       Residence: New York
                  --------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                ----------------------------------
       Telephone No.: (617)  951-5000
                            ----------------------
       Telecopy No.: (617)  790-7760
                           -----------------------
       Attention:  Gina Di Mento
                  --------------------------------


       With copies of all notices to:

       -------------------------------------------

       -------------------------------------------

       -------------------------------------------
       Telephone No.: (  )
                           -----------------------
       Telecopy No.: (  )
                          ------------------------
       Attention:
                  --------------------------------




<PAGE>

[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       GOVERNMENT OF SINGAPORE INVESTMENT
       COMPANY PTE, LTD. WELLINGTON MANAGEMENT
       COMPANY, LLP AS INVESTMENT ADVISER

       By: Julie A. Jenkins
           ---------------------------------------
       Name:  Julie A. Jenkins
             -------------------------------------
       Title: Vice President and Counsel
              ------------------------------------
       Investment Amount: $ 2,805,000.00
                           -----------------------
       Residence:  Singapore
                  --------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                ----------------------------------
       Telephone No.: (617)  951-5000
                            ----------------------
       Telecopy No.: (617)  790-7760
                           -----------------------
       Attention:  Gina Di Mento
                  --------------------------------


       With copies of all notices to:

       -------------------------------------------

       -------------------------------------------

       -------------------------------------------
       Telephone No.: (  )
                           -----------------------
       Telecopy No.: (  )
                          ------------------------
       Attention:
                  --------------------------------


<PAGE>

[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       LAGUNITAS PARTNERS LP

       By: Jon D. Gruber
           ------------------------------------
       Name:  Jon D. Gruber
             ----------------------------------
       Title:  General Partner
              ---------------------------------
       Investment Amount: $ 564,825.00
                           --------------------
       Residence:
                  -----------------------------
       Address: c/o Gruber & McBaine Cap Mgmt.
                50 Osgood Pl.-PH
                San Francisco, CA  94133
                -------------------------------
       Telephone No.: (415)  981-2101
                            -------------------
       Telecopy No.: (415)  956-7858
                           --------------------
       Attention:  Jon D. Gruber
                  -----------------------------

       With copies of all notices to:

       c/o Gruber & McBaine Cap. Mgmt.
       ----------------------------------------
       50 Osgood Pl.-PH
       ----------------------------------------
       San Francisco, CA  94133
       ----------------------------------------
       Telephone No.: (415)  981-0655
                            -------------------
       Telecopy No.: (415)  981-6434
                           --------------------
       Attention:  Christine Arroyo
                  -----------------------------



<PAGE>

[Separate signature pages will be set up for each Purchaser]

THE PURCHASER:

       THE RETIREMENT PROGRAM PLAN FOR
       EMPLOYEES OF UNION CARBIDE CORPORATION
       WELLINGTON MANAGEMENT COMPANY, LLP
       AS INVESTMENT ADVISOR

       By: Julie A. Jenkins
           ---------------------------------------
       Name:  Julie A. Jenkins
             -------------------------------------
       Title: Vice President and Counsel
              ------------------------------------
       Investment Amount: $ 595,000.00
                           -----------------------
       Residence: Michican
                  --------------------------------
       Address: Wellington Management Company, LLP
                75 State Street
                Boston, MA  02109
                ----------------------------------
       Telephone No.: (617)  951-5000
                            ----------------------
       Telecopy No.: (617)  790-7760
                           -----------------------
       Attention:  Gina Di Mento
                  --------------------------------


       With copies of all notices to:

       -------------------------------------------

       -------------------------------------------

       -------------------------------------------
       Telephone No.: (  )
                           -----------------------
       Telecopy No.: (  )
                          ------------------------
       Attention:
                  --------------------------------