CERTIFICATE RELATING TO ELIMINATION OF PREVIOUSLY OUTSTANDING SERIES OF
                                 PREFERRED STOCK
                  AND OF DESIGNATION, PREFERENCES AND RIGHTS OF
                            SERIES F PREFERRED STOCK
                                       of
                               THEGLOBE.COM, INC.


     theglobe.com,  inc.,  a  corporation  organized  and  existing under and by
virtue  of  the  General  Corporation  Law  of  the  State  of  Delaware,

     DOES  HEREBY  CERTIFY:

     FIRST:  The  name  of  the  corporation  is  theglobe.com,  inc.  (the
"Corporation").

     SECOND:  The  date  on  which  the  Certificate  of  Incorporation  of  the
Corporation first was filed with the Secretary of State of the State of Delaware
was  May  26,  1995.

     THIRD:  That  the  Corporation's Fourth Amended and Restated Certificate of
Incorporation  authorizes  the Board of Directors, without further action of the
stockholders  of  the  Corporation, to create series of its Preferred Stock with
such  powers, designations, preferences, rights and qualifications, as the Board
may  specify  by  resolution.  Pursuant  to  such  authority,  the Board created
several  series  of  its  Preferred  Stock,  consisting  of:

          (i)     One  million  one  hundred  sixty-five  thousand, nine hundred
ninety (1,165,990) shares of Preferred Stock designated Series A Preferred Stock
(the  "Series  A  Preferred  Stock");

          (ii)     One  million  one  hundred  fifty-one  thousand, four hundred
fifty  (1,151,450) shares of Preferred Stock designated Series B Preferred Stock
(the  "Series  B  Preferred  Stock");

          (iii)     Five  hundred  eighty-two  thousand  five  hundred (582,500)
shares  of  Preferred  Stock  designated Series C Preferred Stock (the "Series C
Preferred  Stock");

          (iv)     Fifty-one  (51) shares of Preferred Stock designated Series D
Preferred  Stock  (the  "Series  D  Preferred  Stock");

          (v)     Ten  (10)  shares  of  Preferred  Stock  designated  Series  E
Preferred  Stock  (the  "Series  E  Preferred  Stock");  and

          (vi)     One  Hundred  Thousand  (100,000)  shares  of Preferred Stock
designated  Junior  Participating  Preferred  Stock  (the  "Junior Participating
Preferred  Stock")  (the  Series  A  Preferred  Stock, Series B Preferred Stock,
Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock,
but  not  the  Junior Participating Preferred Stock, is collectively referred to
     ---
herein  as,  the  "Previously  Authorized  Series  of  Preferred  Stock").


                                        1
<PAGE>
     FOURTH:  That  there  are  currently  no  shares  of  any of the Previously
Authorized  Series  of  Preferred  Stock issued and outstanding and none will be
issued.  In  accordance with Section 151 of the Delaware General Corporation Law
(the  "DGCL"),  the  Board of Directors of the Corporation adopted the following
resolution eliminating such Previously Authorized Series of Preferred Stock upon
the  filing  of  this  Certificate  and  returning the shares formerly comprised
within  such  Series  to  the  status  of  authorized and unissued shares of the
Corporation's  Preferred  Stock;  and

          "RESOLVED,  that  there  are  no  issued and outstanding shares of any
          presently  authorized  series  of the Corporation's Series A Preferred
          Stock,  Series  B. Preferred Stock, Series C Preferred Stock, Series D
          Preferred  Stock  and  Series  E  Preferred  Stock and that no further
          shares  will  be  issued  pursuant  to the certificate of designations
          previously  filed  with  regard to such Series of Preferred Stock; and

          FURTHER  RESOLVED, that in accordance with Section 151 of the Delaware
          General  Corporate  Law,  all  existing  series  of  the Corporation's
          Preferred  Stock,  consisting  of  Series  A Preferred Stock, Series B
          Preferred  Stock,  Series  C Preferred Stock, Series D Preferred Stock
          and  Series  E Preferred Stock are hereby eliminated and the shares of
          Preferred  Stock  formerly  allocated  to  each such series are hereby
          returned  to the status of authorized and unissued shares of Preferred
          Stock, subject to the subsequent designation of such shares as part of
          any  series  of  Preferred  Stock  hereinafter created by the Board of
          Directors  in  conformity  with  the  Corporation's Fourth Amended and
          Restated  Certificate  of  Incorporation and Section 151 of such Law."

     FIFTH:  That  pursuant  to authority expressly granted to and vested in the
Board  of  Directors  by  the  Fourth  Amended  and  Restated  Certificate  of
Incorporation of the Corporation and in accordance with Section 151 of the DGCL,
the  Board  of  Directors  of  the  Corporation adopted the following resolution
creating  a new series of Preferred Stock, par value $.001 per share, designated
as  "Series  F  Preferred  Stock",  and  amending  and restating in its entirety
Paragraphs C and D of Article IV of the Certificate of Incorporation as follows:

          "RESOLVED, that the Board does hereby create a new series of Preferred
          Stock,  designated  as  "Series  F  Preferred  Stock"  and  that  the
          designation  of  the  number  of  shares constituting, and the rights,
          preferences,  privileges  and  restrictions  relating to, the Series F
          Preferred  Stock,  are  as  follows:

          C.  DESIGNATION  OF  PREFERRED  STOCK

               1. Four Hundred Twenty-Five Thousand (425,000) shares of
          Preferred Stock are hereby designated Series F Preferred Stock (the
          "Series F Preferred Stock").

          D.  RIGHTS, PREFERENCES, ETC. OF SERIES F PREFERRED STOCK. The rights,
          preferences,  privileges,  restrictions  and other matters relating to
          the  Series  F  Preferred  Stock  are  as  follows:


                                        2
<PAGE>
               1.     Dividend  Rights.  The  holders  of shares of the Series F
          Preferred  Stock  shall  be  entitled  to receive cash dividends at an
          annual  rate  of  8%  ($.12)  per share out of funds legally available
          therefor  and  when  and  to  the  extent declared. Dividends shall be
          payable  in quarterly installments on July 1, October 1, January 1 and
          April 1 in each year, commencing July 1, 2003. Dividends on the Series
          F  Preferred  Stock shall be fully cumulative and accrue from the date
          of  original  issue.  The  holders  of  outstanding shares of Series F
          Preferred  Stock  shall  be  entitled  to receive such dividends, pari
          passu  (with  each  share  in  the  same series of any other series of
          Preferred Stock hereinafter outstanding being entitled to a dividend),
          prior  and in preference to any declaration or payment of any dividend
          on  the  Common  Stock  payable  other  than  in Common Stock or other
          securities and rights convertible into or entitling the holder thereof
          to receive, directly or indirectly, additional shares of Common Stock.

               2.     Liquidation  Preference.

                    a.     In  the  event  of  any  liquidation,  dissolution or
          winding  up  of the Corporation, whether voluntary or involuntary, the
          holders  of  each  share  of Series F Preferred Stock then outstanding
          shall  be  entitled,  pari  passu, to be paid out of the assets of the
          Corporation  legally  available  for distribution to its stockholders,
          whether  from  capital,  surplus  or  earnings,  before any payment or
          setting  apart  for payment of any amount shall be made in respect of,
          the  Common  Stock,  until  such  time  as the holders of the Series F
          Preferred  Stock  shall  have  received  their  respective  preference
          amounts (the "Preference Amounts") as specified below. Each Preference
          Amount  shall  be  adjusted  for  any combinations, consolidations, or
          stock  distributions  or  stock dividends with respect to such shares,
          plus  all  declared  but unpaid dividends thereon, if any, to the date
          fixed  for  distribution.

               (i)     The  Series  F  Preferred  Stock Preference Amount is one
          dollar  fifty  cents  ($1.50)  per  share.

                    If  upon  liquidation,  dissolution  or  winding  up  of the
          Corporation  the  assets of the Corporation available for distribution
          to  its  stockholders  shall  be insufficient to pay the holders their
          full  respective  Preference  Amounts,  then  such holders shall share
          ratably in any distribution of assets in proportion to the full amount
          to  which  they  would  otherwise  be  respectively  entitled.

                    b.     After  payment has been made to the holders of Series
          F  Preferred  Stock  of  their  full Preference Amounts, the remaining
          assets  of  the  Corporation  shall  be  distributed ratably among the
          holders  of  the  Common  Stock  and the holders of Series F Preferred
          Stock  on  an  as  converted  basis.

               3.     Conversion.  The  holders  of the Series F Preferred Stock
          shall  have  conversion  rights  as  follows:


                                        3
<PAGE>
                    a.     Optional  Conversion.  Subject  to  and in compliance
                           --------------------
          with  the  provisions  of  this  Section  3,  any  shares  of Series F
          Preferred Stock may, at the option of the holder thereof, be converted
          at  any  time into fully-paid and nonassessable shares of Common Stock
          in the amount determined by multiplying the applicable conversion rate
          then  in  effect  (determined as provided in Section 3.b below) by the
          number  of  shares  of  Series  F Preferred Stock being converted. All
          shares of the Series F Preferred Stock shall be converted at such time
          as the holders of a majority of the then issued and outstanding shares
          of  the  Series  F  Preferred  Stock  elect  to  convert.

                    b.     Conversion  Rate.  The  conversion  rate in effect at
                           ----------------
          any  time  for conversion of the Series F Preferred Stock shall be the
          quotient  obtained  by  dividing the Series F Original Issue Price (as
          defined  herein) by the Series F Conversion Price (as defined herein),
          calculated  as  provided  in Section 3.c. The "Series F Original Issue
          Price"  shall  be  one  dollar  and  fifty  cents  ($1.50)  per share.

                    c.     Conversion  Price.  The  conversion  price  for  the
                           -----------------
          Series  F  Preferred Stock shall be three cents ($0.03) per share (the
          "Conversion  Price"), as adjusted from time to time in accordance with
          this  Section  3.  Consequently,  the  initial  conversion rate of the
          Series  F  Preferred  Stock shall be fifty (50) shares of Common Stock
          for  each  share  of  the  Series  F  Preferred  Stock.

                    d.     Automatic  Conversion.  Each  share  of  Series  F
                           ---------------------
          Preferred Stock shall automatically be converted into shares of Common
          Stock at the then effective applicable conversion rate in the event of
          the closing of a firm commitment underwritten public offering pursuant
          to  an  effective  registration  statement under the Securities Act of
          1933,  as  amended  (the "Act"), covering the offer and sale of Common
          Stock  (whether  for the account of the Corporation or for the account
          of  one  or  more stockholders of the Corporation) to the public at an
          aggregate  offering  price  of  not  less than fifteen million dollars
          ($15,000,000)  (a "Qualified Offering"), in which event the conversion
          of  each  share  of  Preferred  Stock shall be deemed to have occurred
          automatically  at the closing of such Qualified Offering. In addition,
          each share of the Series F Preferred Stock shall automatically convert
          upon  the  vote or written consent of the holders of a majority of the
          outstanding  shares  of  Series  F  Preferred  Stock.

                    e.     Mechanics  of  Conversion.  No  fractional  shares of
                           -------------------------
          Common  Stock  shall  be  issued upon conversion of Series F Preferred
          Stock.  In lieu of any fractional shares to which the holder of Series
          F  Preferred  Stock would otherwise be entitled, the Corporation shall
          pay  cash  equal  to  such  fraction  multiplied by the then-effective
          applicable  Conversion  Price. Before any holder of Series F Preferred
          Stock shall be entitled to convert the same into full shares of Common
          Stock,  it  shall  surrender the certificate or certificates therefor,
          duly  endorsed, at the offices of the Corporation at such offices that
          it  elects  to convert the same (except that no such written notice of
          election  to  convert  shall be necessary in the event of an automatic
          conversion  pursuant  to  Section  3.d.).  The


                                        4
<PAGE>
          Corporation  shall,  as  soon  as  practicable  thereafter,  issue and
          deliver  at such offices to such holder a certificate or certificates,
          registered in such names as specified by the holder, for the number of
          shares  of Common Stock to which it shall be entitled as aforesaid and
          a  check  payable  to  the  holder  in  the amount of any cash amounts
          payable as the result of a conversion into fractional shares of Common
          Stock,  and  any accrued and unpaid dividends on the converted shares.
          Such conversion shall be deemed to have been made immediately prior to
          the  close  of business on the date of such surrender of the shares to
          be converted, and the person or persons entitled to receive the shares
          of Common Stock issuable upon such conversion shall be treated for all
          purposes  as  the  record  holder  or holders of such shares of Common
          Stock  on  such  date  (except  that,  in  the  event  of an automatic
          conversion pursuant to Section 3.d. such conversion shall be deemed to
          have  been  made  immediately  prior  to  the  closing  of a Qualified
          Offering,  or the effective date of the consent). If the conversion is
          in  connection  with an underwritten offering of securities registered
          pursuant  to  the Act, the conversion may, at the option of any holder
          tendering  shares  of  Preferred  Stock for conversion, be conditioned
          upon  the  closing  with  the  underwriter  of  the sale of securities
          pursuant  to  such  offering, in which event the person(s) entitled to
          receive the Common Stock issuable upon such conversion of the tendered
          shares  shall  not  be  deemed  to  have  converted  such shares until
          immediately  prior  to  the  closing  of  such  sale  of  securities.

                    f.     Adjustments  for Subdivision, Dividends, Combinations
                           -----------------------------------------------------
          or  Consolidations  of  Common  Stock.
          --------------------------------------

                         (i)     If  the  Corporation  shall at any time or from
          time to time after the date that the first share of Series F Preferred
          Stock  is  issued  (the "Original Issue Date") effect a combination or
          consolidation  of the outstanding Common Stock, by reclassification or
          otherwise,  into  a  lesser  number  of  shares  of  Common Stock, the
          Conversion  Price  in  effect immediately prior to such combination or
          consolidation  shall,  concurrently  with  the  effectiveness  of such
          combination  or  consolidation,  be  proportionately  increased.

                         (ii)     In  the event the Corporation shall declare or
          pay any dividend on the Common Stock payable in Common Stock or in the
          event  the  outstanding shares of Common Stock shall be subdivided, by
          reclassification  or otherwise than by payment of a dividend in Common
          Stock, into a greater number of shares of Common Stock, the Conversion
          Price  in  effect  immediately  prior  to such dividend or subdivision
          shall  be  proportionately  decreased.

                              a.     in  the  case  of  any  such  dividend,
          immediately  after  the  close  of business on the record date for the
          determination  of  holders  of  any  class  of  securities entitled to
          receive  such  dividend,  or

                              b.     in the case of any such subdivision, at the
          close of business on the date immediately prior to the date upon which
          such  corporate  action  becomes  effective.


                                        5
<PAGE>
                    If  such record date shall have been fixed and such dividend
          shall  not  have  been  fully  paid  on  the  date fixed therefor, the
          adjustment  previously  made  in  the applicable Conversion Price that
          became effective on such record date shall be canceled as of the close
          of  business  on  such  record  date,  and  thereafter  the applicable
          Conversion Price shall be adjusted as of the time of actual payment of
          such  dividend.

                    g.     Adjustment for Other Dividends and Distributions.  If
                           ------------------------------------------------
          the  Corporation  at  any time or from time to time after the Original
          Issue  Date  makes,  or  fixes  a record date for the determination of
          holders  of  Common  Stock  entitled  to  receive, a dividend or other
          distribution  payable  in  securities  of  the  Corporation other than
          shares  of Common Stock, in each such event provision shall be made so
          that  the  holders  of the Series F Preferred Stock shall receive upon
          conversion  thereof,  in  addition  to  the number of shares of Common
          Stock  receivable  thereupon,  the  amount  of other securities of the
          Corporation that they would have received had their Series F Preferred
          Stock  been  converted into Common Stock on the date of such event and
          had  they thereafter, during the period from the date of such event to
          and including the conversion date, retained such securities receivable
          by  them  as  aforesaid  during  such  period,  subject  to  all other
          adjustments  called  for  during such period under this Section 3 with
          respect  to  the rights of the holders of the Series F Preferred Stock
          or  with  respect  to  such  other  securities  by  their  terms.

                    h.     Adjustment  for  Reclassification,  Exchange  and
                           -------------------------------------------------
          Substitution.  If  at any time or from time to time after the Original
          -------------
          Issue  Date,  the  Common  Stock  issuable  upon the conversion of the
          Series  Preferred Stock is changed into the same or a different number
          of  shares  of  any  class  or  classes  of  stock,  whether  by
          recapitalization,  reclassification  or  otherwise  (other  than  a
          subdivision  or  combination  of  shares  or  stock  dividend  or  a
          reorganization,  merger,  consolidation or sale of assets provided for
          elsewhere  in this Section 3), in any such event each holder of Series
          F  Preferred  Stock  shall  have  the right thereafter to convert such
          stock  into  the  kind  and  amount  of stock and other securities and
          property  receivable  upon  such recapitalization, reclassification or
          other  change  by  holders  of  the maximum number of shares of Common
          Stock  into  which  such shares of Series F Preferred Stock could have
          been  converted  immediately  prior  to  such  recapitalization,
          reclassification  or  change,  all  subject  to  further adjustment as
          provided  herein  or with respect to such other securities or property
          by  the  terms  thereof.

                    i.     Sale  of  Shares  Below  Conversion  Price.
                           -------------------------------------------

                         (i)     If  at  any  time  or  from  time  to  time the
          Corporation issues or sells, or is deemed by the express provisions of
          this  subsection  (i)  to  have  issued  or sold, Additional Shares of
          Common  Stock  (as defined herein), other than as provided in Sections
          3.f through 3.h above, for an Effective Price (as defined herein) less
          than  the  then effective Conversion Price, then and in each such case
          the  then existing Conversion Price shall be reduced as of the opening
          of


                                        6
<PAGE>
          business  on  the date of such issue or sale, to a price determined by
          multiplying  the  Conversion  Price by a fraction (i) the numerator of
          which  shall  be  (A)  the  number  of  shares  of Common Stock Deemed
          Outstanding  (as  defined  herein)  immediately prior to such issue or
          sale, plus (B) the number of shares of Common Stock that the Aggregate
          Consideration  Received (as defined herein) by the Corporation for the
          total  number  of  Additional  Shares  of Common Stock so issued could
          purchase  at  such Conversion Price, and (ii) the denominator of which
          shall  be  the  number  of  shares  of Common Stock Deemed Outstanding
          immediately  prior  to  such  issue  or  sale plus the total number of
          Additional  Shares of Common Stock so issued. For the purposes of this
          paragraph,  the number of shares of Common Stock Deemed Outstanding as
          of a given date shall be the sum of (A) the number of shares of Common
          Stock actually "Outstanding," (B) the number of shares of Common Stock
          into  which  the  then  outstanding shares of Series F Preferred Stock
          could be converted if fully converted on the day immediately preceding
          the  given  date,  and  (C) the number of shares of Common Stock which
          could  be  obtained  through  the  exercise or conversion of all other
          rights,  options  and  convertible  securities  on the day immediately
          preceding  the  given  date.

                         (ii)     For  the  purpose  of  making  any  adjustment
          required  under  this  Section  3.i, the consideration received by the
          Corporation  from  any  issue  or  sale of securities shall (A) to the
          extent  it  consists  of  cash,  be computed at the net amount of cash
          received  by  the  Corporation  after deduction of any underwriting or
          similar  commissions,  compensation  or concessions paid or allowed by
          the  Corporation  in  connection  with  such issue or sale but without
          deduction  of  any  expenses  payable  by  the Corporation, (B) to the
          extent  it  consists  of  property other than cash, be computed at the
          fair  value of that property as determined in good faith by the Board,
          and  (C)  if Additional Shares of Common Stock, Convertible Securities
          (as defined herein) or rights or options to purchase either Additional
          Shares  of  Common  Stock or Convertible Securities are issued or sold
          together  with  other  stock  or  securities  or  other  assets of the
          Corporation  for  a consideration that covers both, be computed as the
          portion  of  the  consideration  so  received  that  may be reasonably
          determined  in  good  faith  by  the  Board  to  be  allocable to such
          Additional Shares of Common Stock, Convertible Securities or rights or
          options.

                         (iii)     For  the  purpose  of the adjustment required
          under  this Section 3.i, if the Corporation issues or sells any rights
          or  options for the purchase of, stock or other securities convertible
          into,  Additional  Shares  of  Common Stock (such convertible stock or
          securities  being  herein referred to as "Convertible Securities") and
          if  the  Effective  Price of such Additional Shares of Common Stock is
          less  than the Conversion Price, in each case the Corporation shall be
          deemed  to  have  issued at the time of the issuance of such rights or
          options  or  Convertible  Securities  the maximum number of Additional
          Shares  of  Common  Stock issuable upon exercise or conversion thereof
          and  to have received as consideration for the issuance of such shares
          an  amount  equal  to  the  total amount of the consideration, if any,
          received by the Corporation for the issuance of such rights or options
          or  Convertible  Securities,  plus,  in  the  case  of  such rights or


                                        7
<PAGE>
          options,  the minimum amounts of consideration, if any, payable to the
          Corporation  upon the exercise of such rights or options, plus, in the
          case  of Convertible Securities, the minimum amounts of consideration,
          if  any,  payable  to  the  Corporation (other than by cancellation of
          liabilities  or  obligations evidenced by such Convertible Securities)
          upon  the  conversion  thereof,  provided  that,  if  in  the  case of
          Convertible  Securities  the  minimum  amounts  of  such consideration
          cannot  be  ascertained  but are a function of antidilution or similar
          protective  clauses,  the Corporation shall be deemed to have received
          the  minimum  amounts  of  consideration  without  reference  to  such
          clauses;  provided  further,  that,  if  the  minimum  amount  of
          consideration  payable  to  the  Corporation  upon  the  exercise  or
          conversion  of  rights,  options  or Convertible Securities is reduced
          over  time  or on the occurrence or non-occurrence of specified events
          other  than by reason of antidilution adjustments, the Effective Price
          shall be recalculated using the figure to which such minimum amount of
          consideration  is  reduced;  provided  further,  that,  if the minimum
          amount  of  consideration payable to the Corporation upon the exercise
          or  conversion  of  such  rights, options or Convertible Securities is
          subsequently  increased,  the  Effective  Price  shall  be  again
          recalculated  using  the  increased  minimum  amount  of consideration
          payable  to  the  Corporation  upon the exercise or conversion of such
          rights,  options  or  Convertible Securities. No further adjustment of
          the  Conversion  Price,  as adjusted upon the issuance of such rights,
          options  or  Convertible  Securities, shall be made as a result of the
          actual  issuance  of Additional Shares of Common Stock on the exercise
          of  any  such  rights  or  options  or  the  conversion  of  any  such
          Convertible  Securities.  If  any  such  rights  or  options  or  the
          conversion  privilege  represented  by any such Convertible Securities
          shall  expire  without  having been exercised, the Conversion Price as
          adjusted  upon  the  issuance  of  such rights, options or Convertible
          Securities  shall  be  readjusted  to the Conversion Price which would
          have  been in effect had an adjustment been made on the basis that the
          only  Additional  Shares of Common Stock so issued were the Additional
          Shares  of  Common  Stock,  if  any,  actually  issued  or sold on the
          exercise  of  such  rights  or options or rights of conversion of such
          Convertible Securities, and such Additional Shares of Common Stock, if
          any,  were  issued  or sold for the consideration actually received by
          the  Corporation  upon  such exercise, plus the consideration, if any,
          actually  received  by  the  Corporation  for the granting of all such
          rights  or  options,  whether or not exercised, plus the consideration
          received  for  issuing  or selling the Convertible Securities actually
          converted,  plus  the  consideration, if any, actually received by the
          Corporation  (other than by cancellation of liabilities or obligations
          evidenced  by  such  Convertible Securities) on the conversion of such
          Convertible  Securities,  provide  Securities,  provided  that  such
          readjustment  shall  not  apply  to  prior  conversion  of  Series  F
          Preferred.

                         (iv)     "Additional Shares of Common Stock" shall mean
          all  shares  of Common Stock issued by the Corporation or deemed to be
          issued  pursuant  to  this  Section  3.i,  whether or not subsequently
          reacquired  or  retired  by  the Corporation, other than (A) shares of
          Common  Stock  issued upon conversion of the Series F Preferred Stock;
          (B)  shares  of  Common Stock and/or options, warrants or other Common
          Stock  purchase  rights,  and  the  Common  Stock  issued


                                        8
<PAGE>
          pursuant  to  such  options, warrants or other rights (as adjusted for
          any  stock  dividends, combinations, splits, recapitalizations and the
          like)  issued  or to be issued to employees, officers or directors of,
          or  consultants  or  advisors  to,  the  Corporation or any subsidiary
          pursuant to stock purchase or stock option plans or other arrangements
          that  are  approved  by  the  Board; (C) shares of Common Stock issued
          pursuant  to  the  exercise  of  options,  warrants  or  convertible
          securities outstanding as of the Original Issue Date and (D) shares of
          Common  Stock issued in a Qualified Offering. The "Effective Price" of
          Additional  Shares  of Common Stock shall mean the quotient determined
          by  dividing  the  total  number  of Additional Shares of Common Stock
          issued  or  sold,  or  deemed  to  have  been  issued  or  sold by the
          Corporation  under  this Section 3.i, into the aggregate consideration
          received,  or deemed to have been received by the Corporation for such
          issue  under  this  Section  3.i, for such Additional Shares of Common
          Stock.

                    j.     Certificate  as  to Adjustments.  Upon the occurrence
                           -------------------------------
          of  each  adjustment or readjustment of the Conversion Prices pursuant
          to  this  Section  3,  the  Corporation  at its expense shall promptly
          compute  such  adjustment or readjustment in accordance with the terms
          hereof  and  furnish  to  each  holder  of Series F Preferred Stock, a
          certificate  setting forth such adjustment or readjustment and showing
          in  detail  the  facts  upon  which such adjustment or readjustment is
          based.  The Corporation shall, upon the written request at any time of
          any  holder  of  Series  F  Preferred  Stock,  furnish  or cause to be
          furnished  to  such  holder  a like certificate setting forth (i) such
          adjustments  and readjustments, (ii) the Conversion Prices at the time
          in  effect,  and  (iii)  the  number of shares of Common Stock and the
          amount,  if any, of other property which at the time would be received
          upon  the  conversion  of  Series  F  Preferred  Stock.

               4.     Notices of Record Date.  In the event that the Corporation
          shall  propose  at  any  time:

                         (i)     to  declare  any  dividend or distribution upon
          its  Common  Stock,  whether  in  cash,  property,  stock  or  other
          securities,  whether or not a regular cash dividend and whether or not
          out  of  earnings  or  earned  surplus;

                         (ii)     to  offer  for  subscription  pro  rata to the
          holders  of  any class or series of its stock any additional shares of
          stock  of  any  class  or  series  or  other  rights;

                         (iii)     to  effect  any  reclassification  or
          recapitalization of its Common Stock outstanding involving a change in
          the  Common  Stock;  or

                         (iv)     to merge or consolidate with or into any other
          Corporation,  or  sell,  lease  or convey all or substantially all its
          property  or  business, or to liquidate, dissolve or wind up; then, in
          connection  with  each  such  event, the Corporation shall send to the
          holders  of  the  Series  F  Preferred  Stock;


                                        9
<PAGE>
                              a.     at  least ten days' prior written notice of
          the  date  on  which  a  record  shall  be  taken  for  such dividend,
          distribution  or subscription rights (and specifying the date on which
          the  holders  of  Common  Stock  shall  be  entitled  thereto)  or for
          determining  rights  to  vote  in respect of the matter referred to in
          (iii)  and  (iv)  above;  and

                              b.     in  the  case of the matters referred to in
          (iii)  and  (iv)  above, at least 10 days' prior written notice of the
          date  when  the same shall take place (and specifying, if practicable,
          or  estimating  the date on which the holders of Common Stock shall be
          entitled  to  exchange  their  Common  Stock  for  securities or other
          property  deliverable  upon  the  occurrence  of  such  event).

                         Each  such written notice shall be given by first-class
          mail,  postage prepaid, addressed to the holders of Series F Preferred
          Stock at the address for each such holder as shown on the books of the
          corporation.

               5.     Common Stock Reserved.  The Corporation shall at all times
          reserve  and  keep available out of its authorized but unissued shares
          of  Common Stock solely for the purpose of effecting the conversion of
          the  shares  of  Series  F  Preferred  Stock, such number of shares of
          Common  Stock  as  shall from time to time be sufficient to effect the
          conversion  of all outstanding shares of the Series F Preferred Stock,
          and  if  at  any  time the number of authorized but unissued shares of
          Common  Stock  shall not be sufficient to effect the conversion of all
          then  outstanding  shares  of  the  Series  F  Preferred  Stock,  the
          Corporation shall take such corporate action as may, in the opinion of
          its  counsel,  be  necessary  to  increase its authorized but unissued
          shares of Common Stock to such number of shares as shall be sufficient
          for  such  purpose.

               6.     Voting  Rights.

                    a.     Except as otherwise provided herein or as required by
          law,  each  share  of  Series F Preferred Stock issued and outstanding
          shall have the number of votes equal to the number of shares of Common
          Stock  into  which  such  shares  of  Series  F  Preferred  Stock,  as
          applicable,  are convertible as adjusted from time to time pursuant to
          Section  3  hereof. Except as otherwise provided herein or as required
          by  law,  the Common Stock and the Series F Preferred Stock shall vote
          together  as a single class. Fractional votes by the holders of Series
          F  Preferred Stock shall not, however, be permitted and any fractional
          voting  rights resulting from the above formula (after aggregating all
          shares  into  which  shares  of  Series F Preferred Stock held by each
          holder  could  be  converted)  shall  be  rounded to the nearest whole
          number.

                    b.     The  holders  of  Series  F  Preferred  Stock, voting
          together  as a class, shall be entitled to approve, by vote or written
          consent of the holders of a majority of the outstanding shares of such
          Series:  (A)  any  future issuance of Common Stock, Preferred Stock or
          Convertible Securities which involves, alone or in a series of related
          transactions,  either  (i)  aggregate  consideration  of  at least


                                       10
<PAGE>
          one hundred thousand dollars ($100,000) or (ii) an issuance that would
          exceed  more  than  one  percent  (1%) of the then number of shares of
          Common  Stock  Deemed  Outstanding.

     This  Certificate  Relating to Elimination of Previously Outstanding Series
of  Preferred  Stock  and  of  Designation,  Preferences  and Rights of Series F
Preferred  Stock  has  been  duly  adopted  in accordance with the provisions of
Section  151  of  the  General  Corporation  Law of the State of Delaware by the
Board.




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<PAGE>
          IN  WITNESS  WHEREOF,  this  Certificate  Relating  to  Elimination of
Previously Outstanding Series of Preferred Stock and of Designation, Preferences
and Rights of Series F Preferred Stock of theglobe.com, Inc. is hereby executed,
effective  as  of  March  ____,  2003.


                              theglobe.com,  inc.


                              By___________________________________
                              Name:________________________________
                              Title:_______________________________


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