EXHIBIT 4.7










                       REGISTRATION RIGHTS AGREEMENT


                             THEGLOBE.COM, INC.


                              FEBRUARY 1, 1999

<PAGE>
                             TABLE OF CONTENTS

                                                                       PAGE



1.  DEFINITIONS.............................................................1

2.  REGISTRATION; RESTRICTIONS ON TRANSFER..................................3
    2.1   Restrictions on Transfer..........................................3
    2.2   Shelf Registration................................................4
    2.3   Delay, Postponement and Suspension of Sale........................6
    2.4   Piggyback Registrations...........................................6
    2.5   Registration Expenses.............................................7
    2.6   Obligations of the Company........................................7
    2.7   Termination of Registration Rights...............................10
    2.8   Delay of Registration............................................10
    2.9   Indemnification..................................................10
    2.10  "Market Stand-Off"Agreement......................................13
    2.11  Rule 144 Reporting...............................................14

3.  CONFIDENTIALITY........................................................14

4.  GENERAL................................................................15
    4.1   Governing Law....................................................15
    4.2   Survival.........................................................15
    4.3   Successors and Assigns...........................................15
    4.4   Severability.....................................................15
    4.5   Amendment and Waiver.............................................15
    4.6   Delays or Omissions..............................................16
    4.7   Notices..........................................................16
    4.8   Attorneys'Fees...................................................16
    4.9   Headings.........................................................16
    4.10  Entire Agreement.................................................16
    4.11  Counterparts.....................................................16
    4.12  Third-Party Beneficiaries........................................17
<PAGE>
                       REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION  RIGHTS AGREEMENT (this "Agreement") is entered into
as of the 1st day of February,  1999,  by and among  theglobe.com,  inc., a
Delaware  corporation (the "Company"),  and the Persons listed on Exhibit A
hereto.

     WHEREAS,  pursuant to the Agreement and Plan of Merger, dated February
1, 1999 (the "Merger  Agreement"),  by and among the Company and certain of
the   Holders,   pertaining   to  the   acquisition   by  the   Company  of
factorymall.com,  inc.,  a Washington  corporation,  d/b/a  Azazz.com  (the
"Acquired Company"), the Company has agreed to provide certain registration
rights to the Holders as set forth herein; and

     WHEREAS,  the foregoing parties desire to set forth their agreement as
to the registration rights of the Holders;

     NOW, THEREFORE, the parties hereto, in consideration of the foregoing,
the mutual  covenants and agreements  hereinafter set forth, and other good
and valuable  consideration the receipt and sufficiency of which hereby are
acknowledged, agree as follows:

1.   DEFINITIONS.

     As used  in  this  Agreement,  the  following  terms  shall  have  the
following respective meanings:

     "ACQUIRED  COMPANY"  shall have the meaning set forth in the  recitals
hereto.

     "AUDITED FINANCIAL  STATEMENTS" shall mean balance sheets,  statements
of operations,  statements of  stockholders'  equity and statements of cash
flows,  including any pro forma financial statements (and any notes related
to the foregoing)  necessary in the Company's judgment in order to meet the
requirements  of Regulation S-X of the Securities Act or other federal laws
applicable to the Company in  connection  with the  Registration  Statement
contemplated  hereby,  covering any time period required by such securities
laws,   prepared  in  accordance  with  United  States  Generally  Accepted
Accounting  Principles  consistently  applied and  audited by a  nationally
recognized  independent accounting firm selected by the Company, which firm
has executed an  unqualified  opinion  related to, and has consented to the
inclusion of, such financial statements in such Registration Statement.

     "COMMON STOCK" shall mean the common stock, par value $.001 per share,
of the Company.

     "COMPETITOR"   shall  mean  any  Person   engaged  in,  or  owning  or
controlling,   a  business  operating  an  Internet  Web  site,  an  online
e-commerce business or a virtual community Web site.

     "CONFIDENTIAL INFORMATION" shall have the meaning set forth in Section
3.

     "DELAY PERIOD" shall have the meaning set forth in Section 2.3

     "EFFECTIVE DATE" shall have the meaning set forth in Section 2.2.

     "EFFECTIVE PERIOD" shall have the meaning set forth in Section 2.2.

     "EXCHANGE  ACT" shall mean the  Securities  Exchange  Act of 1934,  as
amended,  or any similar federal statute,  and the rules and regulations of
the Commission thereunder,  all as the same shall be in effect at the time.
References to a particular section of the Securities  Exchange Act of 1934,
as amended, shall include a reference to the comparable section, if any, of
any such similar federal statute.

     "FAMILY  MEMBER"  shall  mean  an  individual's  spouse,  natural  and
adoptive children,  siblings, parents and grandparents;  provided that none
of the foregoing is a Competitor of the Company.

     "HOLDER"  means  any  Person  listed on  Exhibit A hereto  who owns of
record   Registrable   Securities  or  Warrants  and  who  has  executed  a
counterpart signature page to this Agreement,  or any assignee of record of
Registrable  Securities or Warrants held by such Person in accordance  with
Section 4.3 hereof.

     "MERGER  AGREEMENT"  shall have the meaning set forth in the  recitals
hereto.

     "PERSON" shall mean any  individual,  corporation,  limited  liability
company,  partnership,  trust  or  association,  or  any  other  entity  or
organization, including any government entity.

     "REGISTER,"  "REGISTERED," and "REGISTRATION"  refer to a registration
effected by preparing  and filing a  registration  statement in  compliance
with the Securities Act, and the  declaration or ordering of  effectiveness
of such registration statement or document.

     "REGISTRABLE  SECURITIES"  means (i) shares of Common  Stock issued to
the Holders pursuant to the Merger Agreement;  (ii) any Common Stock issued
upon  exercise of the Warrants,  to the extent  permitted to be included in
the Registration Statement by the SEC; and (iii) any Common Stock issued as
a dividend or other  distribution with respect to, or in exchange for or in
replacement  of,  such  above-described  securities.  As to any  particular
Registrable  Securities,  such  securities  shall  cease to be  Registrable
Securities  when (a) a  Registration  Statement with respect to the sale of
such  securities  shall have become  effective under the Securities Act and
shall have remained  effective for the  Effective  Period,  (b) they may be
sold by the Holder thereof pursuant to Rule 144 or any successor rule under
the  Securities  Act, (c) they shall have been otherwise  transferred,  new
certificates  for them not bearing a legend  restricting  further  transfer
under the  Securities  Act shall have been  delivered  by the  Company  and
subsequent  public  distribution of them shall not require  registration of
them  under  the  Securities  Act,  or (d) they  shall  have  ceased  to be
outstanding.

     "REGISTRATION   STATEMENT"  means  a  registration  statement  of  the
Company,  filed with the Commission on an appropriate  form,  including any
registration  statement filed pursuant to the provisions of this Agreement,
including the prospectus  included therein,  all amendments and supplements
thereto (including post-effective amendments) and all exhibits and material
incorporated by reference therein.

     "SEC" or "COMMISSION" means the Securities and Exchange Commission.

     "SECURITIES ACT" means the Securities Act of 1933, as amended,  or any
similar  federal  statute,  and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. References to a
particular section of the Securities Act of 1933, as amended, shall include
a reference to the comparable  section, if any, of any such similar federal
statute.

     "SHELF  REGISTRATION  STATEMENT"  shall have the  meaning set forth in
Section 2.2.

     "TRANSFER" shall have the meaning set forth in Section 2.1.

     "WARRANTS"  shall  mean  warrants  for  common  stock of the  Acquired
Company which were assumed by the Company  pursuant to the Merger Agreement
and exercisable for shares of Common Stock.

2.   REGISTRATION; RESTRICTIONS ON TRANSFER.

     2.1  RESTRICTIONS ON TRANSFER.

          (a) Each  Holder  agrees  not to make any  sale,  offer for sale,
pledge or other  disposition  (collectively,  a  "Transfer")  of all or any
portion of Registrable Securities or Warrants unless and until:

               (i) There is then in effect a Registration  Statement  under
the  Securities  Act covering such  proposed  Transfer and such Transfer is
made in accordance with such Registration Statement; or

               (ii) (A) The transferee has agreed in a letter  addressed to
the  Company  to be bound by this  Agreement,  (B) such  Holder  shall have
notified the Company, in advance of the proposed Transfer,  of the name and
address of the proposed  transferee  and shall have  furnished  the Company
with a detailed  statement of the  circumstances  surrounding such proposed
Transfer, (C) the transferee is not a Competitor of the Company, and (D) if
requested by the Company, such Holder shall have furnished the Company with
an opinion of counsel,  reasonably  satisfactory to the Company,  that such
Transfer will not require  registration of such shares under the Securities
Act.

               (iii)  Notwithstanding  the provisions of paragraphs (i) and
(ii) above, no such  Registration  Statement or opinion of counsel shall be
necessary  for a Transfer  by a Holder to the  Holder's  Family  Members or
trusts for the  benefit of an  individual  Holder or such  Holder's  Family
Members,  provided,  however,  that such  Holder  shall have  notified  the
Company in advance of the  proposed  Transfer,  the name and address of the
proposed  transferee,  and such transferee  agrees in a letter addressed to
the Company to be bound by all of the  provisions of this  Agreement to the
same extent as if such transferee were an original Holder hereunder.

               (iv) In the case of any  Transfer  or exercise of a Warrant,
the Holder shall deliver  evidence  reasonably  satisfactory to the Company
that such  Holder is an  "accredited  investor"  within the meaning of that
term as defined in Rule 501 promulgated under the Securities Act.

          (b)  Each  certificate  representing  Registrable  Securities  or
Warrants  shall be  stamped  or  otherwise  imprinted  with  the  following
legends:

               (i)  "THESE  SECURITIES HAVE NOT BEEN  REGISTERED  UNDER THE
                    SECURITIES  ACT OF 1933,  AS  AMENDED.  THEY MAY NOT BE
                    SOLD,  OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
                    ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT AS TO
                    THE SECURITIES  UNDER SAID ACT OR AN OPINION OF COUNSEL
                    SATISFACTORY  TO THE COMPANY THAT SUCH  REGISTRATION IS
                    NOT REQUIRED."

               (ii) ANY LEGEND  REQUIRED  BY  APPLICABLE  STATE  SECURITIES
                    LAWS.

          (c) The Company shall promptly reissue  certificates  without the
legend specified in Section  2.1(b)(i) at the request of any Holder who has
obtained  an  opinion  of  counsel  (which  counsel  may be  counsel to the
Company,  but the Company shall not be required to have its counsel deliver
such opinion) or other evidence in each case  reasonably  acceptable to the
Company to the effect that the Registrable  Securities or Warrants proposed
to be  disposed of may  lawfully  be so  disposed of without  registration,
qualification or legend.

          (d) Any legend endorsed on a certificate representing Registrable
Securities or Warrants pursuant to applicable state securities laws and the
stop-transfer  instructions  with  respect to such  Registrable  Securities
shall be removed upon receipt by the Company of an order of the appropriate
blue sky authority authorizing such removal.

     2.2 SHELF REGISTRATION. (a) The Company agrees to use its commercially
reasonable best efforts to file with the SEC no later than twenty (20) days
following  the receipt of completed  Audited  Financial  Statements  of the
Acquired Company, a Registration  Statement for an offering to be made on a
continuous  basis  pursuant to Rule 415 of the  Securities  Act (the "Shelf
Registration  Statement") covering all of the Registrable  Securities.  The
Shelf Registration  Statement shall be on Form S-1 under the Securities Act
or another  appropriate  form  permitting  registration  of the Registrable
Securities for resale by the Holders thereof; provided that the Company may
at any time  amend the Shelf  Registration  Statement  to amend the form on
which such  registration  statement has been filed, so long as permitted by
applicable  federal law. The Company shall use its commercially  reasonable
best  efforts  to cause the Shelf  Registration  Statement  to be  declared
effective  pursuant  to the  Securities  Act  as  promptly  as  practicable
following the filing thereof (the "Effective  Date"), and to keep the Shelf
Registration  Statement  effective under the Securities Act for a period of
twenty  (20)  business  days  after  the  Effective  Date  (the  "Effective
Period"),  or such shorter  period  ending upon the earlier of (i) the time
which all of the Registrable  Securities  covered by the Shelf Registration
Statement have been sold in the manner set forth in the Shelf  Registration
Statement,  or (ii)  such  securities  otherwise  cease  to be  Registrable
Securities as defined herein. The Company shall use commercially reasonable
efforts to obtain  Audited  Financial  Statements  of the Acquired  Company
within 45 calendar days of the date of this Agreement.

          (b)  To  the  extent   that  the   Company  may  file  the  Shelf
Registration  Statement  with the SEC at an earlier time than the completed
Audited Financial Statements of the Acquired Company are available, only as
permitted by and in compliance  with the  Securities Act in the judgment of
the Company,  the Company will use commercially  reasonable best efforts in
order to effect such filing; provided that the Company will not be required
to make such filing  until 20 days after its Audited  Financial  Statements
for 1998 are  available.  Any filing made in  accordance  with this Section
2.3(b)  shall   satisfy  the   Company's   obligation  to  file  any  Shelf
Registration  Statement  pursuant to the first  sentence of Section  2.2(a)
above.

          (c) No Holder may include any of its  Registrable  Securities  in
the Shelf  Registration  Statement  pursuant to this  Agreement  unless and
until  such  Holder  furnishes  to the  Company  in  writing,  as  soon  as
practicable  after  the date  hereof  but in no event  later  than five (5)
business days prior to the Effective  Date,  the  information  specified in
Item 507 or 508 of Regulation S-K promulgated  under the Securities Act, as
applicable,  for use in connection with the Shelf Registration Statement or
prospectus or preliminary  prospectus included therein. Each selling Holder
agrees to promptly furnish such information and any additional  information
required  to be  disclosed  in  order to make  the  information  previously
furnished to the Company by such Holder not materially misleading.

          (d) The Company shall not be required to effect a registration as
set forth in this Section 2.2 in any particular  jurisdiction  in which the
Company  would  be  required  to  qualify  to  do  business  as  a  foreign
corporation  or to pay taxes wherein it would not but for the  requirements
of this  Agreement be obligated to be so qualified or to consent to general
service of process or pay taxes in any such state or jurisdiction effecting
such registration, qualification or compliance.

          (e) The Company shall not have any further  obligation under this
Section 2.2 if the Shelf Registration  Statement has been effective for the
Effective Period.

          (f) Each Holder shall, upon five (5) business days' notice to the
Company (or such shorter period acceptable to the Company),  have the right
to withdraw from the Shelf Registration  Statement provided such withdrawal
occurs prior to the Effective Date.

          (g) In the  event  of any  sale  or  disposition  of  Registrable
Securities pursuant to the Shelf Registration Statement as provided in this
Section  2.2,  each  Holder  that  has  sold  or  disposed  of  Registrable
Securities  thereunder  will promptly  notify the Company in writing of the
amount of Registrable Securities sold or disposed of by such Holder.

          (h)  Each  Holder  hereby  agrees  that  upon  expiration  of the
Effective   Period,   such  Holder   will   immediately   discontinue   any
distribution, disposition or sale of Registrable Securities pursuant to the
Shelf Registration  Statement and will use reasonable efforts to assist the
Company in obtaining any withdrawal or termination of the  effectiveness of
the Shelf  Registration  Statement,  including but not limited to providing
any  consents  or  authorizations  necessary  or  desirable  in  connection
therewith.

     2.3 DELAY,  POSTPONEMENT AND SUSPENSION OF SALE.  Notwithstanding  the
provisions  of Section 2.2 hereof,  the Company shall have the right on one
or more  occasions  to delay  the  filing  or  effectiveness  of the  Shelf
Registration Statement,  or, if the Shelf Registration Statement has become
effective,   suspend  the  distribution  or  disposition  of  the  Holders'
Registrable  Securities pursuant to the Shelf Registration  Statement,  for
the period (the "Delay  Period")  specified  below in the event that either
(i) the Company files a Registration  Statement  covering  shares of Common
Stock or any other  security  of the Company to be issued by the Company or
for  resale  by other  stockholders  of the  Company,  or (ii) the  Company
determines in its reasonable  judgment that (a) the filing,  declaration of
effectiveness  or  continued   effectiveness  of  such  Shelf  Registration
Statement  at such time  would  require  the  Company  to  disclose  in the
Registration Statement a proposed or consummated financing,  reorganization
or recapitalization,  or pending or consummated  negotiations relating to a
merger, consolidation, acquisition or similar transaction or other business
transaction,  or other  material  event,  which would  otherwise  adversely
affect the Company; or (b) pro forma and/or historical financial statements
meeting  the  requirements  of  the  Securities  Act  as a  result  of  any
transaction  described in clause  (ii)(a)  above are not  available at such
time. In the case of clause (i) above,  the Delay Period shall begin on the
fifth (5th)  business day following  the date of a written  notice given by
the Company to the  Holders of the filing of a  Registration  Statement  in
connection  with such  offering,  and shall end on the closing date of such
offering,  subject to any lock-up period  described in Section 2.10. In the
case of  clause  (ii)  above,  the  Delay  Period  shall  begin on the date
specified in a written notice given by the Company to the Holders and shall
end upon further  written notice by the Company.  Any notice by the Company
pursuant  to this  Section  2.3 shall be given in the  manner  set forth in
Section  4.7.  If the  filing or  effectiveness  of the Shelf  Registration
Statement  is delayed or the right of Holders to  distribute  or dispose of
Registrable  Securities  pursuant to the Shelf  Registration  Statement  is
suspended  by the  Company as set forth in this  Section  2.3,  the Company
shall use its commercially  reasonable best efforts to file and cause to be
declared  effective,  or reinstate  the Holders'  ability to  distribute or
dispose of  Registrable  Securities  pursuant  to,  the Shelf  Registration
Statement  within ten (10)  business days  following the  expiration of any
Delay Period applicable to clause (i) above,  subject to any lock-up period
described in Section 2.10,  and within five (5) business days following the
expiration of any Delay Period  applicable  to clause (ii) above;  provided
that in either case any necessary  financial  statements  are available for
filing.  The Company shall not be deemed to be in breach of its obligations
pursuant to Section 2.2, 2.6(a) or otherwise pursuant to this Agreement due
to the  commencement or continuation of any Delay Period resulting from any
of the  events  referred  to in  clauses  (i) or (ii)  above.  The  parties
acknowledge  that,  in the case of clauses (i) or (ii)  above,  the Company
shall use  commercially  reasonable  efforts to limit any Delay Period to a
reasonable  period of time  following  the  availability  of any  financial
statements  required to be included in the  Registration  Statement and the
making  of any  public  disclosure  as a result of any  negotiation  or the
entering into of any transaction of the nature referred to in such clause.

     2.4 PIGGYBACK REGISTRATIONS. No Holder shall have the right to include
any  Registrable  Securities in any other  Registration  Statement filed or
proposed to be filed by the Company.  Additionally,  no  stockholder of the
Company  other  than a  Holder  shall  have  the  right  to  include  their
securities  of the  Company  in, or  otherwise  participate  in,  the Shelf
Registration  Statement.   All  of  the  Registrable  Securities  shall  be
entitled, at the option of the Holders thereof, to be included in the Shelf
Registration  Statement so long as such Holder complies with the provisions
of this Agreement.

     2.5 REGISTRATION  EXPENSES. (a) All expenses incident to the Company's
performance  of or  compliance  with this  Agreement  shall be borne by the
Company,  regardless of whether the Shelf  Registration  Statement  becomes
effective, including without limitation:

               (i) all registration and filing fees and expenses;

               (ii) fees and expenses  relating to compliance  with federal
securities and state "blue sky" securities laws;

               (iii) expenses of printing (including printing  certificates
for the Registrable  Securities and  prospectuses),  messenger and delivery
services and telephone charges;

               (iv) fees and  disbursements  of counsel for the Company and
fees and  disbursements  of up to $10,000 for one counsel  (which  shall be
Perkins  Coie LLP unless  other  counsel is  appointed  by the Holders of a
majority  of the  Registrable  Securities)  for all of the  Holders  of the
Registrable  Securities  selling  such  securities  pursuant  to the  Shelf
Registration Statement;

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

               (vi) all fees and  disbursements  of  independent  certified
public  accountants  of the Company  (including the expenses of any special
audit required by or incident to such performance); and

               (vii) such other reasonable and customary expenses as may be
at such time (A)  associated  with  shelf  registration  offerings  and (B)
customarily  borne by the  issuer,  which  such  reasonable  and  customary
expenses shall not be deemed to include any underwriter or agent discounts,
commissions  or  applicable  transfer  taxes  attributable  to the  sale of
Registrable Securities.

     The  Company  shall,  in  any  event,   bear  its  internal   expenses
(including,  without limitation,  all salaries and expenses of its officers
and employees  performing legal or accounting  duties),  the expense of any
annual audit,  and the fees and expenses of any Person,  including  special
experts,  retained by the Company.  Notwithstanding  the provisions of this
Section  2.5,  each Holder  shall pay  registration  expenses if and to the
extent required by applicable law.

     2.6  OBLIGATIONS  OF THE  COMPANY.  Whenever  required  to effect  the
registration of any Registrable Securities pursuant to this Agreement,  the
Company shall, as expeditiously as reasonably possible:

          (a)  Use  commercially  reasonable  efforts  to  keep  the  Shelf
Registration  Statement effective for the Effective Period,  subject to its
right to invoke any Delay  Period,  and  provide  all  requisite  financial
statements required by such Shelf Registration Statement for such Effective
Period,  subject to any Delay  Period and other  rights and  provisions  of
Section 2.3. Subject to any Delay Period and the other terms and provisions
set forth in Section 2.3, upon the occurrence of any event that would cause
the Shelf Registration Statement or the prospectus contained therein (i) to
contain a material misstatement or omission or (ii) not to be effective and
usable for resale of  Registrable  Securities  during the Effective  Period
(other than  pursuant to Section 2.3),  the Company shall  promptly file an
appropriate amendment to such Shelf Registration Statement, (A) in the case
of clause (i), correcting any such misstatement or omission, and (B) in the
case of clauses (i) and (ii), using its commercially  reasonable efforts to
cause such amendment to be declared  effective and such Shelf  Registration
Statement and the related  prospectus  to become usable for their  intended
purpose(s) as soon as commercially practicable thereafter;

          (b)   Prepare  and  file  with  the  SEC  such   amendments   and
post-effective  amendments  to the Shelf  Registration  Statement as may be
necessary  to keep  the  Shelf  Registration  Statement  effective  for the
duration of the Effective  Period;  cause the prospectus to be supplemented
by any required prospectus supplement, and as so supplemented,  to be filed
pursuant  to Rule 424,  and to comply  fully with Rules 424 and 430A of the
Securities  Act, as applicable,  in a timely manner;  and otherwise  comply
with the provisions of the  Securities Act with respect to the  disposition
of all securities covered by such Shelf  Registration  Statement during the
applicable  period in  accordance  with the  intended  method or methods of
distribution by the sellers thereof as set forth in such Shelf Registration
Statement or supplement to the prospectus;

          (c) Furnish to counsel for the selling Holders named in any Shelf
Registration Statement or prospectus, before filing with the SEC, copies of
any Shelf Registration  Statement or any prospectus included therein or any
amendments  or  supplements  to any such Shelf  Registration  Statement  or
prospectus,  which  documents  will be subject to the review and comment of
counsel for such Holders for a period of time as is reasonably  appropriate
under the  circumstances,  determined in the sole discretion of the Company
(it  being  acknowledged  that  such  period  shall be at least  three  (3)
business  days in the case of an  initial  draft of the Shelf  Registration
Statement  and such shorter time as may be  appropriate  in the case of any
supplements  or amendments  thereto),  and the Company agrees to reasonably
consider   such  comments  in  preparing  the  filing  of  any  such  Shelf
Registration  Statement or prospectus or any amendment or supplement to any
such  Shelf  Registration  Statement  or  prospectus  (including  all  such
documents incorporated by reference);

          (d) Furnish  (without charge) to counsel for the selling Holders,
one copy of the  Registration  Statement,  each  amendment  and  supplement
thereto (in each case  including  all  exhibits) and furnish to the Holders
such  number of  copies of the  prospectus  included  in such  Registration
Statement,  including each preliminary  prospectus,  in conformity with the
requirements  of the Securities  Act, and such other  documents as they may
reasonably  request in order to facilitate  the  disposition of Registrable
Securities owned by them;

          (e) Use all reasonable  commercial efforts to register or qualify
the Registrable  Securities  covered by such  Registration  Statement under
such  securities  or blue sky laws of such  States of the United  States of
America  where  any  exemption  is not  available  as shall  be  reasonably
requested by the Holders,  provided  that the Company shall not be required
in connection  therewith or as a condition  thereto to qualify generally to
do  business  as a foreign  corporation,  to pay taxes in any  jurisdiction
where it would not but for the  requirements of this Agreement be obligated
to be so  qualified,  to consent  to  general  service of process or to pay
taxes in any such state or jurisdiction;

          (f) Promptly notify counsel for the Holders  selling  Registrable
Securities   covered  by  such   Registration   Statement:   (i)  when  the
Registration Statement,  any pre-effective amendment, the prospectus or any
prospectus  supplement  related thereto or post-effective  amendment to the
Registration Statement has been filed and, with respect to the Registration
Statement  or any  post-effective  amendment,  when  the  same  has  become
effective; (ii) of any request by the SEC or state securities authority for
amendments or supplements to the  Registration  Statement or the prospectus
related thereto or for additional information; (iii) of the issuance by the
SEC of any stop order  suspending  the  effectiveness  of the  Registration
Statement or the initiation of any  proceedings  for such purpose;  (iv) of
the  receipt  by  the  Company  of any  notification  with  respect  to the
suspension of the  qualification  of any  Registrable  Securities  for sale
under the securities or blue sky laws of any jurisdiction or the initiation
of any proceeding  for such purpose;  and (v) at any time when a prospectus
relating to the Shelf  Registration  Statement  is required to be delivered
under the Securities Act, upon  discovering  that, or upon the happening of
any  event  as  a  result  of  which,  the  prospectus   included  in  such
Registration  Statement, as then in effect, includes an untrue statement of
a material  fact or omits to state a material  fact  required  to be stated
therein or necessary to make the statements therein not misleading,  in the
light of the  circumstances  under which they were made, and in the case of
this  clause  (v),  the  Company  will,  subject to the other terms of this
Agreement, promptly prepare and furnish to the Holders participating in the
offering of the Registrable Securities,  a reasonable number of copies of a
supplement  to or an  amendment of such  prospectus  as may be necessary so
that, as thereafter  delivered to the purchasers of such  securities,  such
prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make
the  statements  therein not  misleading in the light of the  circumstances
under which they were made;

          (g) Comply with all applicable  rules and regulations of the SEC,
and  make  generally  available  to the  Holders,  as  soon  as  reasonably
practicable  after the effective date of the Shelf  Registration  Statement
(and in any event  within  sixteen  (16)  months  thereafter),  an earnings
statement  (which  need not be  audited)  covering  the  period of at least
twelve  (12)  consecutive  months  beginning  with  the  first  day  of the
Company's  first  calendar  quarter after the  effective  date of the Shelf
Registration   Statement,   which  earnings  statement  shall  satisfy  the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

          (h)  Cause  all  Registrable  Securities  covered  by  the  Shelf
Registration  Statement to be listed on the Nasdaq National Market or other
principal  securities  exchange on which similar  securities  issued by the
Company are then listed,  if the listing of such Registrable  Securities is
then permitted under the rules of such exchange;

          (i)  Provide  and cause to be  maintained  a  transfer  agent and
registrar for all such Registrable  Securities covered by such Registration
Statement not later than the effective date of such Registration Statement;
and

          (j) Cooperate with the selling Holders of Registrable  Securities
to  facilitate  the timely  preparation  and delivery of  certificates  not
bearing any restrictive legends representing the Registrable  Securities to
be sold,  and  cause  such  Registrable  Securities  to be  issued  in such
denominations   and  registered  in  such  names  in  accordance  with  the
instructions of the selling Holders of Registrable Securities.

     Each Holder agrees that if the Shelf Registration Statement shall have
been declared effective,  upon the giving of any notice from the Company of
the happening of any event of the kind described in Section  2.6(f)(v),  or
the giving of notice by the Company of the  invocation  of any Delay Period
pursuant  to Section  2.3,  such  Holder  will  discontinue  such  Holder's
disposition of Registrable  Securities  pursuant to the Shelf  Registration
Statement  covering such  Registrable  Securities  until (A) in the case of
Section 2.6(f)(v),  such Holder's receipt of the copies of the supplemented
or amended  prospectus  contemplated by such Section and, if so directed by
the  Company,  such  Holder will  deliver to the Company (at the  Company's
expense)  all  copies,  other  than  permanent  file  copies,  then in such
Holder's possession, of the prospectus covering such Registrable Securities
that was in effect at the time of  receipt of such  notice,  and (B) in the
case of any Delay Period  pursuant to Section 2.3,  until the expiration of
such period or as otherwise  provided in Section 2.3.  Following the end of
any restriction on disposition  pursuant to Section 2.6(f)(v) or Section 3,
the Shelf Registration  Statement shall remain effective for a period equal
to the  greater  of (i) 5 business  days,  or (ii) such  greater  number of
business  days as  determined  by the  difference  of (x) 20,  less (y) the
number of business  days for which  Holders  have been able to sell without
restriction  under the Shelf  Registration  Statement  prior to any  notice
delivered pursuant to Section 2.6(f)(v) or Section 3.

     2.7  TERMINATION  OF  REGISTRATION  RIGHTS.  All  registration  rights
granted  to a Holder  under  this  Section 2 shall  terminate  and be of no
further  force  and  effect  upon the  earlier  of:  (i)  such  time as the
securities  of  the  Company  held  by a  Holder  cease  to be  Registrable
Securities,  as defined herein,  and (ii) such time as the Effective Period
shall have expired.

     2.8 DELAY OF REGISTRATION. No Holder shall have any right to obtain or
seek an injunction  restraining or otherwise delaying any such registration
as the  result of any  controversy  that might  arise  with  respect to the
interpretation or implementation of this Section 2.

     2.9  INDEMNIFICATION.  In the event  any  Registrable  Securities  are
included in a Registration Statement under Section 2.2:

          (a)  Indemnification  by the Company.  To the extent permitted by
law,  the  Company  will  indemnify  and hold  harmless  each  Holder,  the
partners,  officers and directors of each Holder,  if any, who control such
Holder  within  the  meaning of the  Securities  Act or the  Exchange  Act,
against  any and all  losses,  claims,  damages,  liabilities  or  expenses
whatsoever as incurred (including but not limited to reasonable  attorneys'
fees  and  any  and  all  reasonable   expenses   whatsoever   incurred  in
investigating,  preparing or defending against any litigation, commenced or
threatened,  or any  claim  whatsoever,  and any and  all  amounts  paid in
settlement of any claim or litigation), joint or several, to which they may
become subject under the Securities  Act, the Exchange Act or other federal
or state law,  insofar as such  losses,  claims,  damages,  liabilities  or
expenses  (or actions in respect  thereof),  arise out of or are based upon
any  untrue  statement  or alleged  untrue  statement  of a  material  fact
contained  in such  Registration  Statement or final  prospectus  contained
therein or any  amendments or supplements  thereto,  or arise out of or are
based upon the  omission or alleged  omission  to state  therein a material
fact  required to be stated  therein or  necessary  to make the  statements
therein not misleading;  provided,  however,  that the Company shall not be
liable in any case to the extent that any loss, claim, damage, liability or
expense (or action or  proceeding in respect  thereof)  arises out of or is
based  upon any such  untrue  statement  or  alleged  untrue  statement  or
omission  or  alleged  omission  made  therein  in  reliance  upon  and  in
conformity  with  written  information   furnished  expressly  for  use  in
connection  with  such  registration  by  such  Holder,  partner,  officer,
director, or controlling person of such Holder, and provided, further, that
the  Company  shall not be liable to any  Person  who  participates  in the
offering or sale of Registrable Securities or any other Person, if any, who
controls  such Person,  in any such case if any such loss,  claim,  damage,
liability or expense (or action or  proceeding in respect  thereof)  arises
out of such Person's failure to send or give a copy of the final prospectus
or amendment or supplement thereto, as the same may be then supplemented or
amended,  to the Person  asserting an untrue  statement  or alleged  untrue
statement  or  omission  or  alleged  omission  at or prior to the  written
confirmation  of the sale of Registrable  Securities to such Person if such
statement or omission was  corrected  in such final  prospectus  so long as
such final prospectus, and any amendments or supplements thereto, have been
furnished  to  such  Person  participating  in  the  offering  or  sale  of
Registrable Securities.

          (b)  Indemnification  by the Holders.  To the extent permitted by
law, each Holder will, if  Registrable  Securities  held by such Holder are
included in such  Registration  Statement,  indemnify and hold harmless the
Company, each of its directors,  its officers, and each Person, if any, who
controls  the Company  within the meaning of the  Securities  Act,  and any
other Holder selling securities under such Registration Statement or any of
such other Holder's  partners,  directors or officers,  if any, who control
such Holder, against any losses, claims,  damages,  liabilities or expenses
(including  but not  limited to  attorneys'  fees and any and all  expenses
whatsoever  incurred in  investigating,  preparing or defending against any
litigation,  commenced or threatened, or any claim whatsoever,  and any and
all amounts paid in settlement of any claim or litigation),  severally,  to
which the Company or any such director,  officer,  controlling  Person,  or
other such Holder,  partner,  director,  or officer, if any, or controlling
such other Holder may become subject under the Securities Act, the Exchange
Act or other federal or state law, insofar as such losses, claims, damages,
liabilities  or expenses  (or actions or  proceedings  in respect  thereof)
arise out of or are based  upon any  untrue  statement  or  alleged  untrue
statement of a material fact  contained in the  Registration  Statement for
registration of the Registrable  Securities,  or final prospectus contained
therein or any  amendments or supplements  thereto,  or arise out of or are
based upon the  omission or alleged  omission  to state  therein a material
fact  required to be stated  therein or  necessary  to make the  statements
therein not misleading, in each case to the extent (and only to the extent)
that such losses, claims,  damages,  liabilities or expenses (or actions or
proceedings  in  respect  thereof)  arise out of or are based upon any such
untrue  statement  or  alleged  untrue  statement  or  omission  or alleged
omission  made  therein in reliance  upon and in  conformity  with  written
information  furnished to the Company by such Holder  expressly  for use in
connection  with such  registration;  provided,  however,  that in no event
shall any indemnity under this Section 2.9 exceed the net proceeds from the
offering received by such Holder.

          (c)  Notices  of  Claims,  etc.  Promptly  after  receipt  by  an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subdivisions of this Section
2.9, such  indemnified  party will, if a claim in respect  thereof is to be
made against an  indemnifying  party,  give written notice to the latter of
the commencement of such action; provided, however, that the failure of any
indemnified  party to give notice as provided  herein shall not relieve the
indemnifying  party of its obligations under the preceding  subdivisions of
this  Section  2.9,  except to the extent  that the  indemnifying  party is
prejudiced  by such  failure  to give  notice.  In case any such  action is
brought against an indemnified party, and it notifies an indemnifying party
of the commencement  thereof,  the  indemnifying  party will be entitled to
participate  therein,  and,  to the extent it may elect by  written  notice
delivered to the  indemnified  party promptly after receiving the aforesaid
notice  from  such  indemnified  party,  to  assume  the  defense  thereof.
Notwithstanding  the foregoing,  the indemnified party shall have the right
to employ its own  counsel in any such case,  but the fees and  expenses of
such counsel shall be at the expense of such  indemnified  party unless (i)
the employment of such counsel shall have been authorized in writing by the
indemnifying party in connection with the defense of such action,  (ii) the
indemnifying  party shall not have  employed  counsel to have charge of the
defense  of  such  action   within  a  reasonable   time  after  notice  of
commencement  of the  action,  or (iii) such  indemnified  party shall have
reasonably  concluded that there may be defenses  available to it which are
different from or additional to those available to the  indemnifying  party
(in which case the  indemnifying  party  shall not have the right to direct
the defense of such action on behalf of the indemnified  party),  in any of
which  events  such fees and  expenses  shall be borne by the  indemnifying
party.  In no event  shall the  indemnifying  party be liable  for fees and
expenses  of more than one  counsel  (in  addition  to any  local  counsel)
separate  from its own counsel for all  indemnified  parties in  connection
with any one action or separate but similar or related  actions in the same
jurisdiction  arising out of the same general allegations or circumstances,
and which  counsel  shall be  approved  by the  indemnifying  party,  whose
approval shall not be unreasonably withheld. No indemnifying party shall be
liable for any settlement of any action or proceeding  effected without its
written  consent,  which consent  shall not be  unreasonably  withheld.  No
indemnifying  party shall,  without the consent of the  indemnified  party,
consent to entry of any  judgment or enter into any  settlement  which does
not include as an unconditional  term thereof the giving by the claimant or
plaintiff  to such  indemnified  party of a release  from all  liability in
respect of such claim or litigation.

          (d)  Contribution.  If the  indemnification  provided for in this
Section 2.9 is held by a court of competent  jurisdiction to be unavailable
to an  indemnified  party with  respect  to any  losses,  claims,  damages,
liabilities or expenses  (including but not limited to attorneys'  fees and
any and all expenses  whatsoever  incurred in  investigating,  preparing or
defending  against any  litigation,  commenced or threatened,  or any claim
whatsoever,  and any and all  amounts  paid in  settlement  of any claim or
litigation),   joint  or  several,  of  the  nature  contemplated  by  such
indemnification  provision, the indemnifying party, in lieu of indemnifying
such  indemnified  party  thereunder,  shall  to the  extent  permitted  by
applicable law contribute to the amount paid or payable by such indemnified
party as a result of such loss,  claim,  damage,  liability  or expense (or
action  or  proceeding  in  respect  thereof)  in  such  proportion  as  is
appropriate to reflect the relative fault of the indemnifying  party on the
one hand and of the  indemnified  party on the other in connection with the
statements or omissions  which  resulted in such losses,  claims,  damages,
liabilities or expenses (or actions or proceedings in respect thereof),  as
well as any other relevant equitable considerations.  The relative fault of
the indemnifying  party and of the indemnified party shall be determined by
a court of law by reference to, among other  things,  whether the untrue or
alleged  untrue  statement  of a material  fact or the  omission to state a
material fact relates to information  supplied by the indemnifying party or
by the  indemnified  party and the  parties'  relative  intent,  knowledge,
access to information  and opportunity to correct or prevent such statement
or omission;  provided that, in no event shall any contribution by a Holder
hereunder  exceed  the net  proceeds  from the  offering  received  by such
Holder.  No  Person  guilty of  fraudulent  misrepresentation  (within  the
meaning of  Section  11(f) of the  Securities  Act)  shall be  entitled  to
contribution  from  any  Person  who was  not  guilty  of  such  fraudulent
misrepresentation.  In addition, no Person shall be obligated to contribute
hereunder any amounts in payment for any  settlement of any action or claim
effected  without  such  Person's  consent,  which  consent  shall  not  be
unreasonably withheld.

          (e) Survival of  Indemnification.  The obligations of the Company
and the Holders  under this  Section 2.9 shall  survive  completion  of any
offering of Registrable  Securities in a Registration Statement pursuant to
Section 2.2.

          (f)  Other  Indemnification.   Indemnification  and  contribution
similar to that specified in the preceding subdivisions of this Section 2.9
(with  appropriate  modifications)  shall be given by the  Company and each
seller of Registrable  Securities with respect to any required registration
or other  qualification  of  securities  under any  federal or state law or
regulation of any governmental authority other than the Securities Act.

     2.10 "MARKET  STAND-OFF"  AGREEMENT.  In the case of any  underwritten
public  offering by the Company of shares of Common Stock,  whether for its
own  account or for the account of any  stockholder  of the  Company,  each
Holder  agrees that,  during a period of seven (7) days prior to and ninety
(90) days following the effective date of a Registration Statement filed in
connection  with such  offering,  such Holder  will not,  without the prior
written  consent of the Company,  directly or  indirectly,  offer,  pledge,
sell,  contract to sell, sell any option or contract to purchase,  purchase
any option or contract to sell, grant any option,  right or warrant for the
sale of, or otherwise  dispose of or transfer any shares of Common Stock or
any securities  convertible  into or exchangeable or exercisable for Common
Stock,  whether  now owned or  hereafter  acquired  by such  Holder or with
respect  to which  such  Holder  has or  hereafter  acquires  the  power of
disposition,  or  enter  into  any  swap  or  any  other  agreement  or any
transaction  that transfers,  in whole or in part,  directly or indirectly,
the economic consequence of ownership of the Common Stock, whether any such
swap or  transaction  is to be settled by delivery of Common Stock or other
securities,  in cash or  otherwise.  The Company  shall give notice of such
restriction in the manner set forth in Section 4.7. Upon the request of the
underwriters  for any  underwritten  public offering of Common Stock of the
Company referred to above, each Holder hereby agrees to deliver a "lock-up"
or "market  stand-off"  agreement signed by such Holder which is equivalent
in substance to the agreement  set forth in this Section 2.10  addressed to
such  underwriter.  Any such underwriter  shall expressly be deemed to be a
third party beneficiary of this Section 2.10.

     The  obligations  described  in this Section 2.10 shall not apply to a
registration  relating  solely to employee  benefit  plans or similar forms
that may be promulgated in the future, or a registration relating solely to
a Rule 145 transaction (including the registration for resale of securities
issued in a Rule 145  transaction)  on Form S-4 under the Securities Act or
similar  forms that may be  promulgated  in the future,  unless in any such
case  such  registration  is in  connection  with  an  underwritten  public
offering. The Company may impose stop-transfer instructions with respect to
the shares of Common Stock (or other  securities)  subject to the foregoing
restriction until the end of such restrictive period.

     2.11  RULE  144  REPORTING.  With a view to  making  available  to the
Holders the benefits of certain rules and  regulations of the SEC which may
permit  the  sale  of the  Registrable  Securities  to the  public  without
registration,  the Company agrees to use its  commercially  reasonable best
efforts to:

          (a) Make and keep public  information  available,  as those terms
are understood and defined in SEC Rule 144 or any similar or analogous rule
promulgated under the Securities Act; and

          (b) File with the SEC, in a timely manner,  all reports and other
documents required of the Company under the Exchange Act.

3.   CONFIDENTIALITY.

          (a) Each Holder  agrees not to disclose to any third party or use
Confidential  Information (as  hereinafter  defined) of the Company for its
own use or for any  purpose  except to  evaluate  and  enforce  its current
equity investment in the Company. Each Holder shall undertake to treat such
Confidential  Information in a manner  consistent with the treatment of its
own  information  of similar  proprietary  nature and agrees  that it shall
protect the confidentiality of Confidential Information. Each transferee of
any Holder who receives Confidential Information shall agree to be bound by
such provisions.

          (b)  "Confidential  Information"  means any notices  given by the
Company  pursuant to the terms of this Agreement and any other  information
disclosed by the Company either directly or indirectly in a writing stamped
"Confidential" or "Proprietary" or, if disclosed orally,  which is promptly
confirmed  in  writing  to  be   Confidential   Information.   Confidential
Information does not include information,  technical data or know-how which
(i) is generally known or publicly  available not as a result of any action
or  inaction   of  a  Holder;   (ii)  is   disclosed   to  a  Holder  on  a
non-confidential  basis by a third  party  having a legal right to disclose
such information; or (iii) is approved for release by written authorization
of the  Company.  The  provisions  of this  Section  shall not apply to the
extent  that a Holder is  required  to  disclose  Confidential  Information
pursuant to any law,  statute,  rule or  regulation or any legal process or
order of any court,  provided  that the Holder  shall notify the Company of
any such required  disclosure  as promptly as possible and shall  cooperate
with the  Company  in order to limit the scope of any order or  service  of
legal process requiring disclosure of such Confidential Information.

4.   GENERAL.

     4.1 GOVERNING LAW. This  Agreement  shall be governed by and construed
under the laws of the State of New York without  giving effect to conflicts
of  laws  principles.   Each  of  the  parties  to  this  Agreement  hereby
irrevocably  and  unconditionally  consents  to  submit  to  the  exclusive
jurisdiction  of the  courts of the State of New York and the courts of the
United States of America  located in the Southern  District of the State of
New York for any action,  claim or proceeding arising out of or relating to
this Agreement (and agrees not to commence any action,  claim or proceeding
relating hereto except in such courts),  and further agrees that service of
any process,  summons,  notice or document by U.S.  registered  mail to its
respective  address  shall be effective  service of process for any action,
claim or  proceeding  brought  against  it in any such  court.  Each of the
parties to this Agreement hereby irrevocably and unconditionally waives any
objection to the laying of venue of any action, claim or proceeding arising
out of this  Agreement in the courts of the State of New York or the courts
of the United States of America located in the State of New York and hereby
further irrevocably and  unconditionally  waives and agrees not to plead or
claim in any such court that any such action,  claim or proceeding  brought
in any such court has been brought in an  inconvenient  forum.  Each of the
parties hereto hereby irrevocably and  unconditionally  waives any right it
may  have  to  trial  by jury in  connection  with  any  action,  claim  or
proceeding arising out of or relating to this Agreement.

     4.2 SURVIVAL. The provisions of Section 2.9 and Section 3 hereof shall
survive any termination of this Agreement

     4.3 SUCCESSORS  AND ASSIGNS.  Except as otherwise  expressly  provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors,  assigns, heirs, executors, and administrators of the
parties hereto and shall inure to the benefit of and be enforceable by each
Person who shall be a Holder from time to time in accordance with the terms
of this Agreement.

     4.4  SEVERABILITY.  In case any  provision of the  Agreement  shall be
invalid,   illegal,   or  unenforceable,   the  validity,   legality,   and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     4.5  AMENDMENT AND WAIVER.

          (a) Except as otherwise expressly provided herein, this Agreement
may be amended or modified and the  observance of any provision  hereof may
be  waived  (either  generally  or  in a  particular  instance  and  either
retroactively or prospectively) upon the written consent of the Company and
the  Holders  of at  least  a  majority  in  interest  of  the  Registrable
Securities.  Any  amendment  or waiver  effected  in  accordance  with this
Section 4.5 shall be binding upon each Holder and the Company.

          (b)  Except  as  otherwise   expressly   provided   herein,   the
obligations  of the  Company  and the  rights  of the  Holders  under  this
Agreement  may be  waived  only  with  the  written  consent  of at least a
majority in interest of the Registrable Securities.

          (c) This  Agreement may be amended only with the written  consent
of the Company to include any additional party as a "Holder."

     4.6 DELAYS OR  OMISSIONS.  It is agreed  that no delay or  omission to
exercise  any  right,  power or remedy  accruing  to any  Holder,  upon any
breach,  default or noncompliance of the Company under this Agreement shall
impair any such right,  power or remedy,  nor shall it be construed to be a
waiver of any such breach,  default or  noncompliance,  or any acquiescence
therein,  or of any similar  breach,  default or  noncompliance  thereafter
occurring.  It is  further  agreed  that any  waiver,  permit,  consent  or
approval  of any kind or  character  on any  Holder's  part of any  breach,
default  or  noncompliance  under  this  Agreement  or any  waiver  on such
Holder's part of any  provisions or conditions of this Agreement must be in
writing and shall be effective only to the extent specifically set forth in
such  writing.  All  remedies,  either  under  this  Agreement,  by  law or
otherwise afforded to Holders, shall be cumulative and not alternative.

     4.7 NOTICES.  All notices required or permitted  hereunder shall be in
writing and shall be deemed  effectively  given: (i) upon personal delivery
to the party to be notified,  (ii) when sent by confirmed facsimile if sent
during  normal  business  hours  of the  sender;  if not,  then on the next
business  day,  (iii) five (5) days after having been sent by registered or
certified mail, return receipt requested,  postage prepaid, or (iv) one (1)
day after deposit with a recognized overnight courier,  specifying next day
delivery, with written verification of receipt. All communications shall be
sent to the party to be  notified  at the address as set forth on Exhibit A
hereto or at such other  address as such party may  designate in writing to
the Company in  accordance  with this Section 4.7 by ten (10) days' advance
written notice to the other parties hereto.

     4.8  ATTORNEYS'  FEES. In the event that any dispute among the parties
to this Agreement should result in litigation, the prevailing party in such
dispute shall be entitled to recover from the losing party all fees,  costs
and expenses of enforcing any right of such prevailing  party under or with
respect to this Agreement,  including without  limitation,  such reasonable
fees and  expenses of  attorneys  and  accountants,  which  shall  include,
without limitation, all fees, costs and expenses of appeals.

     4.9  HEADINGS.  The titles of the  sections  and  subsections  of this
Agreement  are  for  convenience  of  reference  only  and  are  not  to be
considered in construing the intent of this Agreement.

     4.10 ENTIRE AGREEMENT.  This Agreement constitutes the full and entire
understanding  and agreement between the parties with regard to the subject
matter hereof and  supersedes  all previous  negotiations,  agreements  and
arrangements made between the parties with respect to such subject matter.

     4.11  COUNTERPARTS.  This  Agreement  may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

     4.12  THIRD-PARTY  BENEFICIARIES.  This  Agreement  shall inure to the
benefit  of  and be  binding  upon  the  Company  and  each  of  the  other
signatories  hereto  and  their  respective  successors  and  assigns.  The
underwriter  for  an  underwritten  public  offering  of  the  Company,  as
described in Section  2.10,  shall be expressly  deemed to be a third-party
beneficiary of the provisions of such Section.  Other than as expressly set
forth in this  paragraph,  no other party will be  considered a third-party
beneficiary of any rights or benefits created under this Agreement.
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date set forth in the first paragraph hereof.



COMPANY:                                    HOLDER:

THEGLOBE.COM, INC.




By:                                         By:
   ------------------------------              ------------------------------
     Todd V. Krizelman
     Co-Chief Executive Officer




By:   
   ------------------------------
      Stephan J. Paternot
      Co-Chief Executive Officer
<PAGE>
                                 EXHIBIT A



                            SCHEDULE OF HOLDERS



Name                   Address                    Telephone and Facsimile