EXECUTION COPY

                 AMENDMENT TO REGISTRATON RIGHTS AGREEMENT

     AMENDMENT  (the  "Amendment"),   dated  as  of  May  8,  2000  to  the
Registration  Rights  Agreement  by  and  among  theglobe.com,   inc.  (the
"Company"),  and Yale Brozen and Cristina Brozen,  dated as of February 22,
2000 (as amended, supplemented or otherwise modified from time to time, the
"Agreement").

     1.   Definitions.
          -----------

          (a) The definition of "REGISTRATION  STATEMENT" is hereby amended
by  adding  the  word  "shelf"  in  the  first  line  before  "registration
statement."

          (b) All terms used herein which are defined in the  Agreement and
not otherwise  defined or amended herein shall have the meaning  attributed
to them in the Agreement.

     2.  Demand and Shelf  Registration.  Section 2.2 of the  Agreement  is
hereby  amended and  restated in its entirety by  inserting  the  following
language in lieu thereof:

     (a)  Within  one week  from the date of this  Amendment,  the  Company
          shall file a Registration Statement on Form S-1, Form S-3 (if the
          Company is then  eligible),  or such other similar form as may be
          permitted  under  the  Securities  Act,  covering  the  number of
          Registrable Securities equal to the quotient obtained by dividing
          $5,000,000 by the average  closing price of the Company's  Common
          Stock as  reported  on the  Nasdaq  National  Market  on the five
          trading  days  immediately  prior to such  filing  (the  "Initial
          Shares");   provided,   that  in  the  event  Audited   Financial
          Statements are necessary for such filing,  such Audited Financial
          Statements  shall have been delivered to the Company prior to the
          time  that any  filing  pursuant  to this  Section  2.2  shall be
          effected.  The  Company  may at any time  amend the  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  Registration   Statement  to  be  declared  effective
          pursuant  to  the  Securities  Act  as  promptly  as  practicable
          following  the filing  thereof  at  approximately  9:00 A.M.  (as
          determined  by the  Commission)  on a  trading  day  (the  period
          commencing with the  effectiveness of the Registration  Statement
          on a trading day, or at 8 A.M. on the next succeeding trading day
          if the  Registration  Statement shall be declared  effective on a
          date that is not a trading  day,  and  ending at the same time on
          the next  succeeding  trading day, shall be referred to herein as
          the "Effective  Date"),  and shall give Holders at least 24 hours
          prior notice of the date that the Registration Statement is to be
          declared  effective.   Thereafter,  the  Company  shall  use  its
          reasonable  best  efforts  to  keep  the  Registration  Statement
          continuously  effective in order to permit the prospectus forming
          part thereof to be usable by the Holders until February 22, 2001,
          or  for  such  shorter   period  that  will  terminate  when  all
          Registrable Securities covered by the Registration Statement have
          been sold pursuant to the  Registration  Statement or cease to be
          outstanding or otherwise to be  Registrable  Securities by reason
          of  subsection  (c)  hereof  (the "Sale  Period").  If all of the
          securities which may be sold pursuant to Section 2.2(b) shall not
          have been sold on or before  February  22,  2000,  and any Holder
          shall  have been  prohibited  from  selling  any such  securities
          pursuant to Section 2.4 or Section 2.11, the Sale Period shall be
          extended  beyond  February 22, 2000 by the number of trading days
          during which such Holder shall have been prohibited from selling.
          If requested in writing by the Holders,  the Company  agrees,  at
          its cost,  to prepare and file one  prospectus  supplement to the
          Registration  Statement;  all costs  associated  with  additional
          prospectus  supplements (not to exceed four without the Company's
          consent)  shall be paid in full by the  Holders  requesting  such
          prospectus supplement.

     (b)  The  Holders   (including  any  persons  who  obtain  Registrable
          Securities after the date hereof),  on a combined basis, shall be
          permitted  to  sell  under  the  Registration  Statement  on  the
          Effective  Date,  and only on the  Effective  Date,  a number  of
          Registrable  Securities not to exceed the Initial  Shares.  After
          the  Effective  Date,  for the duration of the Sale  Period,  the
          Holders (including any persons who obtain Registrable  Securities
          after the date hereof) may not sell,  on a combined  basis,  more
          than 50,000 Registrable  Securities during any one calendar month
          (the  "Monthly  Shares").   Notwithstanding  the  fact  that  the
          Holders,  on a combined  basis,  do not sell the allotted  50,000
          Registrable  Securities in any one calendar month,  the number of
          Monthly  Shares for the  subsequent  calendar  month shall not be
          increased  and the  Holders  (including  any  persons  who obtain
          Registrable Securities after the date hereof) may only sell up to
          50,000    Registrable    Securities   on   a   combined    basis.
          Notwithstanding  anything to the contrary in this Section 2.2(b),
          if a Holder  shall  be  prohibited  pursuant  to  Section  2.4 or
          Section 2.11 from selling any securities pursuant to this Section
          2.2(b),  such  Holder  shall be  permitted  to sell an  amount of
          securities  equal to the amount  that the Holder  would have been
          permitted  to sell  pursuant  to  Section  2.2(b)  but  for  such
          prohibition  during the period  commencing  on the date that such
          prohibition  terminates  and ending such  number of trading  days
          thereafter  equal to the number of trading days during which such
          prohibition shall have been in effect.

     (c)  Commencing  on the date of the first sale under the  Registration
          Statement,  the Holders shall provide to the Company in writing a
          complete  and  accurate   schedule   containing   the   following
          information: the number of Registrable Securities sold during the
          immediately  preceding  month and the name of the  Person by whom
          the  Registrable  Securities  were  sold.  If the  Holders,  on a
          combined  basis,  after the  Effective  Date,  sell more than the
          Monthly  Shares during any particular  calendar month  (excluding
          sales not  prohibited  by this  Agreement of any Common Stock not
          registered  pursuant to this  Section  2.2),  (i) this  Agreement
          shall be null and void and of no further  force or  effect,  (ii)
          the  Company  may  cause  the  Registration  Statement  to not be
          effective  and  (iii)  the  Company  shall be  entitled  to other
          damages and remedies under applicable law.

     (d)  The Holders may sell  Registrable  Securities  only in accordance
          with the terms of this Amendment or the Agreement.

     3.   General Provisions Applicable to Demand Registration.
          ----------------------------------------------------

          (a)  Section  2.3(c)  of  the  Agreement  is  hereby  amended  by
inserting the words "to file or cause to be effective another  registration
statement"  in the first line  immediately  after the words "under  Section
2.2".

          (b)  Sections  2.3(f)  and  2.3(g) of the  Agreement  are  hereby
deleted in their entirety.

     4.  Continued  Effectiveness  of Agreement.  The parties hereto hereby
acknowledge  and confirm  that the  Agreement to which they are a party is,
and shall  continue to be, in full force and effect and is hereby  ratified
and  confirmed  in all  respects  except that on and after the date of this
Amendment  all  references  in any  related  document  to "the  Agreement",
"thereto", "thereof", "thereunder" or words of like import referring to the
Agreement shall mean the Agreement as amended by this Amendment.

     5.   Miscellaneous.
          -------------

          (a) This Amendment may be executed in any number of  counterparts
and by different  parties  hereto in separate  counterparts,  each of which
shall be deemed to be an  original  but all of which taken  together  shall
constitute one and the same agreement.

          (b) Section and paragraph  headings are included for  convenience
of reference only and shall not constitute a part of this Amendment for any
other purpose.
<PAGE>
     IN WITNESS  WHEREOF,  this Amendment to Registration  Rights Agreement
has been  signed  on behalf  of each of the  parties  hereto as of the date
first written above.



                                             theglobe.com, inc.

                                             By:
                                                ---------------------------
                                                Name:
                                                Title:



                                                ---------------------------
                                                       Yale Brozen



                                                ---------------------------
                                                     Cristina Brozen