AGREEMENT

Made and signed this 7t' day of August, 2003
BETWEEN:    Promotion and Display Technology Ltd.
            A Company Organized under the Laws of the United Kingdom
            ("PDT")

                                                   Of the First Part

AND:        TheGlobe.com Inc.
            A Company Organized under the Laws of Florida
            ("TG")


                                                   Of the Second Part




Sale-Purchase Undertaking

1.    PDT hereby agrees to sell to TG, and TG hereby agrees to purchase from
      PDT, Model V652M voiceglo branded USB handsets (the "Units"), with VoIP
      Voice chipset; ringer and proximity hook switch included; keyboard
      functionality and ability to upgrade firmware over USB; cutter guide; and
      further in accordance with certain requirements of TG (the "TG
      Requirements") and with the terms and conditions set out in this
      Agreement.

TG Requirements

2.    On or before August 15, 2003 (unless otherwise indicated), TG will notify
      PDT of the details of the TG Requirements and provide all the
      documentation and information required with respect thereto. The TG
      Requirements will relate only to the following subjects and be subject to
      the following conditions:

      (a)   Color of LED,  side  panels and body of Units.  TG will  choose from
            among blue, red, green, orange/yellow or white, and will provide the
            pantone  reference  for the side  rubber  grip  colors and main body
            color. The choice of color will not affect the price,  except in the
            case of white LEDs,  which will cost an additional  US$[___*___] per
            Unit. TG may change the color  requirement with each Purchase Order,
            provided that in any particular  Purchase  Order, TG orders no fewer
            than [___*___] Units of each chosen color.

      (b)   Branding of Units and position to be printed; TG will provide a high
            resolution file in any common PC format.

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      (c)   Indication on a line drawing of all key markings.

      (d)   Underneath sticker artwork, based on a PDT proposal submitted to TG
            for its approval. (e) Serial number format (if TG requires something
            other than PDT's standard format).

      (f)   Instruction manual artwork in PDF or word format.

      (g)   If TG wishes to have a CD with software included with each Unit, it
            will also provide (by the date above) a master disk and artwork for
            the CD; this will then be charged by PDT to TG at cost.

      (h)   If TG wishes to have PDT provide gift box packaging for the Units,
            it will also provide PDT with artwork and any and all other
            documents and information with respect thereto;.

Number of Units to be Purchased/Price/Purchase Orders and Forecasts

3.    TG undertakes to purchase  from PDT no fewer than  [___*___]  Units during
      the period  beginning on the date of this Agreement and ending on December
      31, 2004 (the  "Agreement  Term").  TG may, but shall not be obligated to,
      purchase more than [___*___] Units during the Agreement Period, and should
      it desire to do so, the terms and conditions of this Agreement shall apply
      to those additional Units as well.

4.    The price of the Units ordered during the Agreement Term will be as
      follows:

      First 75,000 Units Ordered                              US$[___*___]
      Next 75,000 Units Ordered (75,001-150,000)              US$[___*___]
      Next 100,000 Units Ordered (150,001-250,000)            US$[___*___]
      Next 100,000 Units Ordered (250,001-350,000)            US$[___*___]
      Next 150,000 Units Ordered (350,001-500,000)            US$[___*___]
      All Additional Orders of Units (500,001 and up)         US$[___*___]

5.    The prices above, and any other amounts payable by TG to PDT, are net of
      all taxes of any kind, and of any withholding. Should such taxes or
      charges be imposed by any authority, they will be borne by TG.

6.    The prices above are FOB Hong Kong. TG will be responsible at its own
      expense for all shipping and freight from the FOB point.

7.    Further to the undertakings of TG above and without derogation there from,
      TG will issue to PDT, on the last day of each month, beginning on July 31,
      2003 and ending December 31, 2004, written purchase orders ("Purchase

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      Orders").  In the  Purchase  Orders  during the period  from July 31, 2003
      through  December  31,  2003,  TG will  order  no  fewer  than a total  of
      [___*___]  Units.  Similarly,  in the Purchase  Orders  issued during each
      quarter of 2004, TG will order no less than a total of [___*___] Units.

8.    TG may issue  Purchase  Orders  during a given month (not just on its last
      day), but in that event, the Purchase Order will deemed issued on the last
      day of the month in which it was issued.

9.    Each Purchase Order will be for a minimum of [___*___] and up to [___*___]
      Units with a  fourteen  (14) day  delivery  time  However,  subject to its
      satisfaction of the provisions of this Agreement,  TG may decline to issue
      a Purchase Order for any Units during a given month, including on its last
      day.

10.   TG may order Units in excess of the quantities  required  above,  provided
      that in no month will it issue  Purchase  Orders  for more than  [___*___]
      Units.

11.   In  addition  to the  above,  on the last  day of each  month  during  the
      Agreement Term, TG will provide PDT with a written  rolling  forecast (the
      "Forecast").  The Forecast  will  describe  the number of Units,  which TG
      expects  to  order at the end of each of the  following  two  months.  For
      example, the Forecast of November 30, 2003 will describe the quantities TG
      expects to order in the Purchase  Orders to be issued on December 31, 2003
      and  January  31,  2004.  It is  noted,  to avoid  doubt,  that TG will be
      obligated  to issue a Forecast on the last day of each  month,  even if it
      does not also issue a Purchase Order on that day.

12.   TG will be obligated to issue Purchase Orders for the dates referred to in
      the Forecasts  that accord with the  Forecasts,  subject to a deviation of
      25% (whether up or down) in the quantities forecast.

13.   All  Purchase  Orders and  Forecasts  will be sent by TG via  facsimile to
      PDT's then current  facsimile  number.  TG will also send all Forecasts by
      e-mail.  TG will call PDT within two business days of the  transmission of
      each  Purchase  Order and Forecast to confirm that they were  received.  A
      purchase  order becomes valid on payment of 50% of the value  contained in
      such purchase order being received by PDT.

14.   For every  [___*___]  Units  purchased  by TG for which PDT has  collected
      payment,  PDT will pay TG a rebate  in the  amount  of  US$[___*___].  The
      rebate will be paid within thirty days after PDT has collected the payment
      for the said [___*___] Units.

      TG undertakes to hold in strictest confidence and not to disclose in any
      way, either directly or indirectly, to any third party, the prices of the
      Units as set out in this Agreement. TG will take all measures necessary to
      ensure that no person other than an employee of TG will have access to the

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      pricing information, to minimize the number of its employees who will have
      such access, and to ensure that all such employees will adhere to this
      confidentiality provision. "TG is fully aware of the sensitivity of this
      information and is also aware of the very significant damage to PDT which
      could result from a breach of this clause and TG would be liable to fully
      compensate PDT for all such damage."








Standby Letter of Credit

15.   Together with each Purchase Order, TG will transmit to PDT, via facsimile
      to PDT's then current facsimile number, a copy of a transferable
      irrevocable Standby Letter of Credit ("Standby Letter of Credit") issued
      by a bank selected by TG and approved by PDT, in the amount of 50% of the
      payment that TG will be obligated to pay PDT pursuant to the Purchase
      Order. In addition, TG will cause the original of the Standby Letter of
      Credit to be delivered to PDT, at its office in the United Kingdom, no
      later than three business days after the transmission of the Purchase
      Order.

16.   With respect to the Purchase Orders each Standby Letter of Credit will
      provide for payment to PDT immediately upon presentment of the Standby
      Letter of Credit by PDT. However, TG will forward payment to PDT within 5
      days of shipment and the Standby letter of credit will only be called upon
      by PDT in the event of TG not complying with these payment terms

17.   Each Standby Letter of Credit will, by its terms, remain in effect until
      at least 180 days from the date of the Purchase Order to which it relates.

18.   Each Standby Letter of Credit will be in the form attached to this
      Agreement as an integral part hereof, and accord with the provisions of
      this Agreement with respect to the Standby Letters of Credit. The terms of
      this Standby Letter of Credit are attached at the end of this contract in
      the Appendix.

19.   Each Standby Letter of Credit will include a clause whereby the right of
      PDT to realize the Standby Letter of Credit to collect its amount will be
      conditioned on PDT's presenting, together with the Standby Letter of
      Credit, a document which, on its face, appears to be a declaration by PDT

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      that the goods as to which the Standby Letter of Credit constitutes
      payment have been inspected by McRink Surveyors (BVI) Limited ("McRink

20.   Except as provided above, realization of each Standby Letter of Credit
      shall, by its terms, be unconditional.

Delivery

21.   PDT will deliver the Units ordered in a Purchase Order or Purchase Orders
      made in a given month, to the delivery point in Hong Kong, within 30 days
      after the later of (a) the last day of that month and (b) its receipt of
      the original of the Standby Letter of Credit with respect to the said
      Purchase Order or Orders in accordance with the terms of Paragraph 16 of
      this Agreement. However, if the Purchase Order or Purchase Orders made in
      a given month are for more than 100,000 Units, then PDT will deliver the
      Units, to the delivery point in Hong Kong, within 60 days after the later
      of (a) the last day of that month and (b) its receipt of the original of
      the Standby Letter of Credit with respect to the said Purchase Order or
      Orders in accordance with the terms of Paragraph 16 of this Agreement.

Defective Units

22.   PDT will be responsible to replace any Units that do not remain in good
      working order ("Defective Units") for a period of 18 months from the date
      of the manufacture of the Units, provided that the given Unit was handled
      and used in a customary and ordinary manner. Whenever, during the relevant
      period, such a defect is discovered, TG will promptly notify PDT. TG will
      collect such defective Units and, upon collection of 100 such Units, PDT
      will be given a reasonable opportunity to examine (or have someone on its
      behalf) examining the Units. On each occasion that TG has in fact
      collected 100 Defective Units for which PDT is responsible, it will (after
      PDT has been given the opportunity for examination) dispose of the
      Defective Units, and PDT will then replace the Defective Units (the
      "Replacement Units"). The Replacement Units will be included together with
      the next delivery of Units to be made by PDT to TG with which it is
      reasonably possible to include such Replacement Units.

23.   Except for the provision above, PDT provides no warranty, express or
      implied, with respect to the Units, including without limitation implied
      warranties of merchantability and fitness for a particular purpose.

24.   In addition, except for its obligation above with respect to Replacement
      Units, PDT shall not be liable to TG for any remedies or other damages as
      a result of any Defective Units. Without derogating from this provision,
      it is expressly provided that PDT will not be liable to TG for any


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      special, incidental or consequential damages (including, but not limited
      to, lost profits).

Infringement

25.   Should a claim be made that the manufacture, use, maintenance, sale or
      other disposition of the Units infringes or otherwise violates any patent,
      copyright, trademark, trade secret, or proprietary or other information of
      any third party, PDT will promptly investigate and defend that claim, and
      will indemnify TG for any judgment entered against TG resulting from such
      a claim; this, on the condition that TG gives PDT prompt notice of any
      such claim (assuming the claim is asserted to TG), provides PDT with all
      information and assistance as PDT may require in order to investigate and
      defend the claim, and gives PDT the authority necessary to settle or
      defend the claim as it sees fit. This indemnification will not apply if
      the claim arises out of the incorporation of the TG Requirements in the
      Units, nor will it apply if TG or some other party modified or altered the
      Units, or combined them with some other product or device, in a manner not
      approved by PDT.

26.   Should a claim be made that the manufacture, use, maintenance, sale or
      other disposition of the Units, by virtue of the incorporation therein of
      the TG Requirements, infringes or otherwise violates any patent,
      copyright, trademark, trade secret, or proprietary or other information of
      any third party, TG will promptly investigate and defend that claim, and
      will indemnify PDT for any judgment entered against PDT resulting from
      such a claim; this, on the condition that PDT gives TG prompt notice of
      any such claim (assuming the claim is asserted to PDT), provides TG with
      all information and assistance as TG may require in order to investigate
      and defend the claim, and gives TG the authority necessary to settle or
      defend the claim as it sees fit.

Breach/Force Majeure/Termination

27.   If either party breaches a material obligation of this Agreement, and such
      breach is not cured within 30 days after receipt of notice from the
      non-breaching party, then the non-breaching party may terminate this
      Agreement.

28.   The parties to this Agreement are exonerated from their responsibility to
      fulfill all or part of their contractual obligations (other than for delay
      in the payment of money due and payable hereunder) if these cannot be
      fulfilled due to force majeure. Provided the circumstances of force
      majeure last no longer than six months, the parties hereto shall observe
      the terms and conditions of the Agreement, and the delivery times and
      other relevant time-related conditions shall be extended by a period equal
      to the duration of the force majeure contingencies. On expiry of this
      period, either party will be entitled to withdraw from the Agreement and
      terminate it. Force majeure contingencies are defined as events which


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      cause a party to this Agreement to be unable substantially to perform its
      obligations under the Agreement, which are beyond the party's reasonable
      control and which occur without its fault or negligence; these include,
      without limitation, war, hostilities, rebellion, acts of God, strikes and
      failure of suppliers, subcontractors, and carriers to meet their
      obligations to the party to this Agreement. In the event of the occurrence
      of a force majeure contingency, the party affected by it will notify the
      other party of its occurrence, in writing (via facsimile transmission)
      within three business days of its occurrence, and will in the same manner
      notify the other party of its cessation within three business days of its
      cessation.

29.   In the event of termination of this Agreement due to force majeure, all
      financial obligations which had accrued but which were unpaid as of the
      effective date of termination of this Agreement shall survive termination.
      This includes, in the case where the force majeure does not prevent PDT
      from delivering Units under then-outstanding Purchase Orders and
      Forecasts, the obligation of TG to pay the amounts due under such Purchase
      Orders and the amounts that would be due for 75% of the quantities
      forecast in then-outstanding Forecasts if Purchase Orders had been issued
      in accordance with such Forecasts. All other obligations which would have
      accrued after the effective date of termination shall terminate.

30.   It is noted, to avoid doubt, that in the event of a breach of this
      Agreement by one of the parties, the non-breaching party shall entitled to
      all remedies available under law t its further noted, to avoid doubt, that
      where the non-breaching party has the right to terminate this Agreement by
      virtue of a breach of the other party, the non-breaching party shall be
      entitled, if it so desires, to demand instead specific performance and
      enforcement of this Agreement.

Dispute Resolution/Governing Law/Jurisdiction

31.   The laws of the United Kingdom shall apply to the interpretation,
      application and enforcement of this Agreement. The courts of the United
      Kingdom, located in London, England, shall share jurisdiction with the
      state of Florid to adjudicate any matter brought before a court with
      regard to this Agreement (subject to the arbitration provision below)

32.   In the event of any dispute between the parties with regard to the
      interpretation, application or enforcement of this Agreement, such dispute
      shall be arbitrated under the Rules of Conciliation and Arbitration of the
      International Chamber of Commerce (the "ICC Rules"). The arbitration shall
      be conducted by an arbitrator to be agreed upon by the parties and, in the
      absence of such agreement (or if one of the parties does not promptly
      cooperate in appointing an arbitrator), by an arbitrator appointed in
      accordance with the ICC Rules. The venue of the arbitration shall be in
      London, England, United Kingdom. This Agreement also constitutes an


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      arbitration agreement. To the extent that the ICC Rules, or the laws of
      the United Kingdom themselves, permit the arbitrator to rule other than in
      accordance with United Kingdom law, the arbitrator shall be permitted (but
      not required) to so rule. 33. The arbitration provision above shall not
      preclude either party to this Agreement from seeking injunctive relief in
      a court of law.

Miscellaneous

34.   Each party to this Agreement represents and warrants that any and all
      actions necessary for the execution and implementation of this Agreement
      pursuant to any applicable laws have been accomplished, including, without
      limitation, the action of any shareholders or directors, that the
      execution of this Agreement will not breach or be in conflict with any
      other contract or agreement to which it is a party, and that this
      Agreement has been validly executed by it.

35.   Each party to this Agreement agrees that it shall act so as to implement,
      to its full extent, the provisions of this Agreement and in all respects
      use its best endeavors and take all such steps as may reasonably be within
      its power so as to comply with and act in a manner contemplated by the
      provisions of this Agreement and so as to implement to their full extent
      the provisions of this Agreement, and to the extent, if any, which may be
      permitted by law, shall cause its respective nominee, directors, agents
      and employees, if any, to act accordingly.

36.   PDT and TG are contractors independent of one another. Nothing in this
      Agreement is intended to or shall constitute either party as an agent,
      legal representative, partner, joint venture, franchisee, employee, or
      servant of the other for any purpose. Neither party shall make any
      contract, agreement, warranty, or representation on behalf of the other
      party, or incur any debt or other obligation in the other party's name, or
      act in any manner which has the effect of making that party the apparent
      agent of the other; and neither party shall assume liability for, or be
      deemed liable as a result of, any such action by the other party. Neither
      party shall be liable by reason of any act nor does omission of the other
      party in the conduct of its business or for any resulting claim or
      judgment, including without limitation those arising from oral or written
      statements the other party makes in connection with its marketing efforts.

37.   Neither party to this Agreement may assign any of its respective rights
      and obligations under this Agreement without the express written consent
      of the other party before that assignment. Any permitted assignment will
      not relieve the assigning party of its outstanding financial obligations,
      if any, incurred before the assignment.


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38.   This Agreement shall be binding upon and inure to the benefit of the
      parties and their respective successors and permitted assigns.

39.   This Agreement constitutes the entire Agreement between the parties
      pertaining to the subject matter hereof and supersedes all prior
      agreements, understandings, representations, negotiations and discussions,
      whether oral or written, of the parties.

40.   This Agreement may not be amended, altered or modified except by a written
      instrument signed by the parties.

41.   With regard to any power, remedy or right available to a party under this
      Agreement, no waiver or extension of time shall be effective unless
      executed in writing by the waiving party. No alteration, modification or
      impairment of a term of this Agreement shall be implied by reason of any
      previous waiver, extension of time, delay or omission in exercise or other
      indulgence. Further, no waiver of any of the provisions of this Agreement
      shall be deemed or shall constitute a waiver of any other provisions
      (whether or not similar) nor shall such waiver constitute a continuing
      waiver unless otherwise expressly provided.

42.   Each term of this Agreement is severable. The validity, legality or
      enforceability of the remainder of this Agreement shall not be affected
      even if one or more of the provisions of this Agreement shall be held to
      be invalid, illegal or unforcable in any respect.

43.   The parties to this Agreement were free to choose to be represented by
      counsel, if they so desired. There shall be no presumption that this
      Agreement should be interperted against the party, which drafted it.

44.   Each party to this Agreement shall bear its own costs of counsel and other
      advisers incurred with regard to the negotiation of this Agreement.

45.   The paragraph headings in this Agreement are inserted only as a matter of
      convienence, and in no way define, limit, or extend or interpret the scope
      of the Agreement or any particular paragraph.

46.   This Agreement may be executed simultaniously in two or more counterparts,
      each of which shall be deemed to be an original, but all of which together
      shall constitute one and the same instrument.


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47.   All notices and documents to be provided by one party to the other shall
      be in writing and provided in accordance with the specific method
      described in this Agreement with respect a particular notice or document
      and, in the absence of any provision of a specific method, shall be sent
      by facsimile transmission or registered mail or delivered by personal
      service to such fax number or address as may be designated from time to
      time by the relevant party and which shall initially be:

48.   For PDT -

            9th Floor
            8 Exchange Quay
            Salford Quays
            Lancashire
            M5 3EJ
            United Kingdom

            Fax No. +44 (0)161 874  501

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      For TG -

      by personal service to such fax number or address as may be designated
      from time to time by the relevant party and which shall initially be:

48.   For PDT -

            9th Floor
            8 Exchange Quay
            Salford Quays
            Lancashire
            M5 3EJ
            United Kingdom

            Fax No. +44 (0)161 874  501

      For TG -

      TheGlobe.com
      110 East Broward Blvd. Suite 1400
      Fort Lauderdale, Florida 33301
      U.S.A.
      Fax 954-357-4654

      and for any matters related to billing:

      P.O. Box 029006
      Fort Lauderdale, Florida 33302
      U.S.A.

      A notice or document sent by facsimile transmission shall not be deemed
      to have been received by the party to which it was sent unless that
      party has confirmed receipt in writing.

      IN WITNESS WHEREOF THE PARTIES HEREUNTO PUT THEIR HANDS

      /s/     David Holder                      /s/    James L. Magruder
      ------------------------                  ------------------------
      By:     David Holder                      By:    James L. Magruder
      Title:  Managing Director                 Title: Vice President


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