<PAGE>


                                                                     EXHIBIT 4.4

                               theglobe.com, inc.

                               AMENDED & RESTATED

                      NON QUALIFIED STOCK OPTION AGREEMENT


I.       NOTICE OF STOCK OPTION GRANT:

Kellie L. Smythe
110 E. Broward Blvd, Suite 1400
Fort Lauderdale, FL 33301

         As you ("Optionee")  know, on July 17, 2003, you were granted an option
to purchase Common Stock of theglobe.com,  inc. (the "Company"),  subject to the
terms  and  conditions  of this  Stock  Option  Agreement  of the same date (the
"Original  Option  Agreement").  The parties wish to amend Paragraph 5(b) of the
Original Option  Agreement and to amend and restate in its entirety the terms of
your grant as set forth below:

<TABLE>
<S>                                                           <C>
                  Date of Grant:                              July 17, 2003

                  Exercise Price per Share                    $0.20 per Share

                  Total Number of Shares Granted              500,000

                  Total Exercise Price:                       $100,000.00

                  Type of Option:                             Non-Qualified Stock Option

                  Exercise and Vesting Schedule:              Twenty  five  percent  (25%) of the  total  number of
                                                              Shares  covered by the Option shall vest  immediately
                                                              after the  Grant  Date.  The  balance  of the  Shares
                                                              covered  by  the  Option  shall  vest  on a pro  rata
                                                              basis  in  successive   three  (3)  month   intervals
                                                              during  the  period  commencing  on the date  that is
                                                              three  (3)  months   following  the  Grant  Date  and
                                                              ending on the third  (3rd)  anniversary  of the Grant
                                                              Date  (equivalent to 33,333.33  shares per such three
                                                              month  interval)(each  such  date  being  a  "Vesting
                                                              Date").

                  Term/Expiration Date:                       July  17,   2013  (Tenth   anniversary   of  date  of
                                                              grant).

                  Plan:                                       This Stock  Option is not being  granted  pursuant to
                                                              any  particular  stock  option plan (a "Plan") of the
                                                              Company  and  shall  be   governed   solely  by  this
                                                              Agreement.
</TABLE>

<PAGE>


II. AGREEMENT:

1. Grant of Option. The Company hereby grants the Optionee an option to purchase
the number of Shares set forth in the Notice of Stock  Option Grant (the "Notice
of  Grant"),  at the  exercise  price per share set forth in the Notice of Grant
(the "Exercise Price").  This Option is not intended to, and does not qualify as
an  Incentive  stock  Option as  defined  in  Section  422 of the  Code.  Unless
otherwise specified, defined terms used below have the meanings ascribed to such
terms in Section 10 below.

2. Exercise of Option. This Option is exercisable as follows:

         (a) Right to exercise.

                  (i) This option shall be exercisable cumulatively according to
         the Exercise and Vesting Schedule set out in the Notice of Grant.

                  (ii) There shall be no proportionate or partial vesting in the
         periods  prior to each Vesting Date and vesting shall occur only on the
         appropriate Vesting Date.

                  (iii) This  Option may not be  exercised  for a fraction  of a
         Share.

                  (iv) In the  event of  Optionee's  termination  of  Continuous
         Status as an employee or Consultant,  the  exercisability of the Option
         is governed by Section 6 below.

                  (v) In no event may this Option be exercised after the date of
         expiration  of the term of this  Option as set  forth in the  Notice of
         Grant.

         (b)      Method  of  Exercise.  This  Option  shall be  exercisable  by
                  written notice (in the form attached as Exhibit A). The notice
                  must  state the number of Shares for which the Option is being
                  exercised,  and such other representations and agreements with
                  respect to such shares of Common  Stock as may be necessary in
                  order for the  Company  to  comply  with  applicable  laws and
                  regulations.  The notice  must be signed by the  Optionee  and
                  shall be  delivered  in  person  or by  certified  mail to the
                  Secretary of the company.  The notice must be  accompanied  by
                  payment  of  the  Exercise  Price,  including  payment  of any
                  applicable  withholding tax. This option shall be deemed to be
                  exercised  upon receipt by the company of such written  Notice
                  accompanied   by  the  Exercise   Price  and  payment  of  any
                  applicable withholding tax.

                           No Shares shall be issued pursuant to the exercise of
                  an Option unless such  issuance and such exercise  comply with
                  applicable laws and  regulations  and the  requirements of any
                  stock  exchange  upon  which the  Shares  may then be  listed.
                  Assuming such  compliance,  for income tax purposes the Shares
                  shall be considered transferred to the Optionee on the date on
                  which the option is exercised with respect to such Shares.


                                       2
<PAGE>


3.  Method  of  Payment.  Payment  of the  Exercise  Price  shall  be any of the
following, or a combination thereof, at the election of the Optionee:

         (a)      cash;

         (b)      check;

         (c)      with the consent of the Company,  other shares of Common Stock
                  that:  (i) in the case of shares  acquired upon exercise of an
                  option  granted by the  Company  either have been owned by the
                  Optionee  for more than six months on the date of surrender or
                  were not acquired,  directly or indirectly,  from the Company,
                  and (ii)  have a Fair  Market  Value on the date of  surrender
                  equal to the  aggregate  exercise  price of the  shares  as to
                  which said option shall be exercised;

         (d)      with the  consent  of the  Company  in its  sole and  absolute
                  discretion, authorization from the company to retain the total
                  number  of shares as to which  the  option is  exercised  that
                  number of  shares  having a Fair  Market  Value on the date of
                  exercise  equal to the exercise  price for the total number of
                  shares as to which the Option is exercised;

         (e)      with  the  consent  of the  Company,  delivery  of a  properly
                  executed    exercise   notice   together   with    irrevocable
                  instructions  to a broker to deliver  promptly  to the company
                  the  amount  of  sale  or loan  proceeds  required  to pay the
                  exercise price;

         (f)      with the  consent of the Company a  combination  of any of the
                  foregoing methods of payment;

         (g)      with the consent of the Company,  a combination  of any of the
                  foregoing  methods of  payment at least  equal in value to the
                  stated capital  represented by the shares to be issued, plus a
                  promissory note for the balance of the exercise price; or

         (h)      with the consent of the Company,  such other consideration and
                  method of  payment  for the  issuance  of shares to the extent
                  permitted under applicable laws and regulations.

4. Restrictions on Exercise.  If the issuance of Shares upon such exercise or if
the method of payment  for such  shares  would  constitute  a  violation  of any
applicable  federal or state  securities  or other law or  regulation,  then the
Option may also not be exercised.  The Company may require  Optionee to make any
representation  and warranty to the Company as may be required by any applicable
law or regulation before allowing the Option to be exercised.

5. Effect of Certain Transactions.

         (a)      In the event of a merger or  consolidation of the Company with
                  or  into   another   corporation,   or  the  sale  of  all  or
                  substantially   all  of  the   assets   of  the   Company   (a
                  "Transaction"),  the Option shall be assumed, or an equivalent
                  option shall be  substituted,  by the  Successor  Corporation;
                  provided,  however,  that, unless otherwise  determined by the
                  Company,  the  Option  shall  remain  subject  to  all  of the


                                       3
<PAGE>

                  conditions  and  restrictions  which  were  applicable  to the
                  Option prior to such assumption or  substitution;  and further
                  provided  that  in   connection   with  any  sale  of  all  or
                  substantially  all of the assets of the  Company,  the Company
                  may determine not to require the  assumption of this Option in
                  which event this Option  shall be  exercisable  only until the
                  earlier of (i) the original  Term/Expiration Date as set forth
                  in the Notice of Grant and (ii)  ninety  days from the date of
                  closing of any such sale. For the purposes of this  paragraph,
                  the Option  shall be  considered  assumed  if,  following  the
                  merger or sale of  assets,  the  option  confers  the right to
                  purchase or receive upon  exercise,  for each Share subject to
                  the  Option   immediately   prior  to  the  Transaction,   the
                  consideration  (whether  stock,  cash, or other  securities or
                  property)  received in the  Transaction for each Share held on
                  the  effective  date of the  Transaction  (and if holders were
                  offered   a  choice  of   consideration,   the  type  of  such
                  consideration as determined by the Board of Directors).

         (b)      In  the  event  of a  Change  in  Control,  whether  or not in
                  conjunction  with  a  transaction  which  would  constitute  a
                  "Transaction"  within the meaning of Section 5(a) above,  then
                  concurrently  with  the  effective  date  of  such  Change  in
                  Control, all of the then unvested Shares covered by the Option
                  shall vest.

6. Termination of Relationship.

         (a) If  Optionee's  Continuous  Status as an employee or  Consultant is
terminated for any reason (other than by reason of death), Optionee may exercise
this option for a period of three (3) months after such  termination  (but in no
event beyond the  expiration of the stated term) to the extent,  and only to the
extent, that such Option or portion thereof was vested and exercisable as of the
date of such  termination.  To the extent that  Optionee  was not vested in this
option  at the date on which  Optionee's  Continuous  Status as an  employee  or
Consultant  is  terminated,  or if Optionee does not exercise this option within
the time specified herein, the Option shall terminate.

         (b) If  Optionee's  Continuous  Status as an employee or  Consultant is
terminated  as a result  of  Optionee's  death,  Optionee's  heirs  or  personal
representative  (or other  administrator of Optionee's estate) may exercise this
option for a period of one (1) year after such death (but in no event beyond the
expiration of the stated term) to the extent, and only to the extent,  that such
Option or portion  thereof  was vested  and  exercisable  as of the date of such
death.  To the extent that Optionee was not vested in this option at the date of
death,   or  if  Optionee's   heirs  or  personal   representatives   (or  other
administrator of Optionee's  estate) do not exercise this option within the time
specified herein, the Option shall terminate.

7.  Non-Transferability  of Option.  This option may not be  transferred  in any
manner  except  by will or by the laws of  descent  or  distribution.  It may be
exercised  during the lifetime of Optionee  only by Optionee.  The terms of this
Option shall be binding upon the executors,  administrators,  heirs,  successors
and assigns of the Optionee.

8. Term of Option. This Option may be exercised only within the terms set out in
the Notice of Grant.



                                       4
<PAGE>

9.  Registration.  The Company will use its commercially  reasonable  efforts to
take all steps necessary to register the Shares underlying this Option under the
Securities  Act of 1933, as amended,  on form S-8 or any other form necessary as
soon as  practical  (which  shall in all events be deemed  timely if  registered
within 180 days from the Date of Grant),  following execution of this Agreement.
In the event that the Shares are not so  registered at the time of exercise then
the certificates  representing the Shares issued or to be issued hereunder shall
be stamped or otherwise  imprinted with legends  substantially  in the following
form:

         THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         THE  SECURITIES  LAWS OF ANY  STATE,  AND  HAVE  BEEN  ACQUIRED  FOR AN
         INVESTMENT AND MAY NOT BE SOLD,  TRANSFERRED,  PLEDGED, OR HYPOTHECATED
         IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT FOR SUCH SHARES
         UNDER THE  SECURITIES  ACT,  OR AN  OPINION OF  COUNSEL  ACCEPTABLE  TO
         COUNSEL FOR THE COMPANY THAT  REGISTRATION  IS NOT REQUIRED  UNDER SUCH
         LAWS.

10. Defined Terms.

         The following  defined terms when used in this  Agreement will have the
         following meanings:

         (a)      "Affiliate"  means a person  controlling,  controlled  by,  or
                  under common control with, another Person.

         (b)      "Change in Capitalization"  means any increase or reduction in
                  the  number  of  shares,  or any  change  (including,  but not
                  limited  to,  in the  case of a  spin-off,  dividend  or other
                  distribution  in respect of Shares,  a change in value) in the
                  Shares or exchange of Shares for a different number or kind of
                  shares  or  other   securities   of  the  Company  or  another
                  corporation,     by    reason    of    a     reclassification,
                  recapitalization,   merger,   consolidation,   reorganization,
                  spin-off,   split-up,   issuance  of  warrants  or  rights  or
                  debentures,  stock  dividend,  stock  split or  reverse  stock
                  split,  cash  dividend,  property  dividend,   combination  or
                  exchange of shares,  repurchase of shares, change in corporate
                  structure or otherwise.

         (c)      "Change  in  Control"  means the  occurrence  of either of the
                  following:

                  (i) An  acquisition  (other than directly from the Company) of
         any voting  securities of the Company (the "Voting  Securities") by any
         "Person" (as the term person is used for  purposes of Section  13(d) or
         14(d) of the  Exchange  Act),  immediately  after which such Person has
         "Beneficial  Ownership"  (within the meaning of Rule 13d-3  promulgated
         under  the  Exchange  Act) or forty  percent  (40%) or more of the then
         outstanding  Shares or the combined  voting power of the Company's then
         outstanding  Voting  Securities;   provided,  however,  in  determining
         whether a Change in  Control  has  occurred  pursuant  to this  Section
         10(c)(i),   Shares  or  Voting  Securities  which  are  acquired  in  a
         "Non-Control Acquisition" (as hereinafter defined) shall not constitute
         an  acquisition  which would cause a Change in Control.  A "Non-Control
         Acquisition"  shall mean an acquisition by (i) an employee benefit plan
         (or a trust  forming a part  thereof)  maintained by (A) the Company or
         (B) any  corporation  or other Person of which a majority of its voting
         power or its voting  equity  securities  or equity  interest  is owned,
         directly  or   indirectly,   by  the  Company  (for  purposes  of  this
         definition,  a  "Majority-Owned  Subsidiary"),  (ii) the Company or its
         Majority-Owned  Subsidiaries,  (iii) Edward Cespedes or Michael Egan or
         any Affiliate of either or both of such Persons,  or (iv) any Person in
         connection with a "Non-Control  Transaction" (as hereinafter  defined);
         or



                                       5
<PAGE>

                  (ii) The consummation of:

                           a) a merger,  consolidation or reorganization with or
                  into the  Company or in which  securities  of the  Company are
                  issued, unless such merger, consolidation or reorganization is
                  a "Non-Control Transaction". A "Non-Control Transaction" shall
                  mean a merger,  consolidation or  reorganization  with or into
                  the Company or in which  securities  of the Company are issued
                  where:

                           i)  the  stockholders  of  the  Company,  immediately
                  before  such  merger,  consolidation  or  reorganization,  own
                  directly or  indirectly  immediately  following  such  merger,
                  consolidation or reorganization,  at least sixty percent (60%)
                  of  the  combined  voting  power  of  the  outstanding  voting
                  securities of the  corporation  resulting  from such merger or
                  consolidation or reorganization (the "Surviving  Corporation")
                  in substantially the same proportion as their ownership of the
                  Voting    Securities    immediately    before   such   merger,
                  consolidation or reorganization; and

                           ii) no Person  other  than (1) the  Company,  (2) any
                  Majority-Owned  Subsidiary,  (3) any employee benefit plan (or
                  any trust forming a part thereof) that,  immediately  prior to
                  such merger,  consolidation or reorganization,  was maintained
                  by the Company or any  majority-owned  subsidiary,  or (4) any
                  Person who, immediately prior to such merger, consolidation or
                  reorganization  had  Beneficial  Ownership  of thirty  percent
                  (30%) or more of the then  outstanding  Voting  Securities  or
                  Shares,  has  Beneficial  Ownership of thirty percent (30%) or
                  more  of  the   combined   voting   power  of  the   Surviving
                  Corporation's then outstanding voting securities of its common
                  stock.

                           b)  the   sale  or  other   disposition   of  all  or
                  substantially  all of the assets of the  Company to any Person
                  (other than a transfer to a  Majority-Owned  Subsidiary or the
                  distribution  to the Company's  stockholders of the stock of a
                  Majority-Owned Subsidiary or any other assets).

                           Notwithstanding  the  foregoing,  a Change in Control
                  shall not be deemed to occur  solely  because  any Person (the
                  "Subject Person") acquired  Beneficial  Ownership of more than
                  the permitted amount of the then outstanding  Shares or Voting
                  Securities as a result of the  acquisition of Shares or Voting
                  Securities  by the Company  which,  by reducing  the number of
                  Shares or Voting  Securities then  outstanding,  increases the
                  proportional  number  of  shares  Beneficially  Owned  by  the
                  Subject  Persons,  provided  that if a Change in Control would
                  occur (but for the operation of this  sentence) as a result of
                  the acquisition of Shares or Voting Securities by the Company,
                  and after such share  acquisition by the Company,  the Subject
                  Person becomes the Beneficial  Owner of any additional  Shares
                  or Voting  Securities  which  increases the  percentage of the
                  then  outstanding  Shares  or Voting  Securities  Beneficially
                  Owned by the Subject  Person,  then a Change in Control  shall
                  occur.



                                       6
<PAGE>

         (d)      "Consultant" means any consultant or advisor that qualifies as
                  an  "employee"  within the meaning of the rules  applicable to
                  Form S-8,  as in effect from time to time,  of the  Securities
                  Act of 1933, as amended.

         (e)      "Continuous  Status" means the employment or relationship as a
                  Consultant  is not  interrupted  or  terminated.  The Board of
                  Directors,  in its  sole  discretion,  may  determine  whether
                  Continuous  Status  as an  Employee  or  Consultant  shall  be
                  considered  interrupted  in the  case  of:  (i) any  leave  of
                  absence  approved by the Board of  Directors,  including  sick
                  leave,  military  leave,  or any other personal leave; or (ii)
                  transfers  between  locations  of the  Company or between  the
                  Company, Affiliates or their successors.

         (f)      "Fair  Market  Value"  means as of any  particular  date,  the
                  closing  sales  prices of the Common Stock on such date on the
                  principal  national  securities  exchange on which such Common
                  Stock is listed or admitted  trading,  or, if not so listed or
                  admitted to trading,  the average of the closing bid price and
                  closing  asked  price on such date as  quoted on the  National
                  Association of Securities  Dealers Automated  Quotation System
                  or such other market in which such prices are regularly quoted
                  (including the  Over-the-Counter  Bulletin Board), or if there
                  have been no published bid or asked quotations with respect to
                  the Common Stock on such date,  Fair Market Value shall be the
                  value established by the Board of Directors in good faith.

         (g)      "Person"   means  a  natural   person   or  any   corporation,
                  partnership, limited liability company or other entity.

11. Adjustments.  In the event of a Change in Capitalization,  the Company shall
make such  adjustments  to the  number  and  class of  Shares or other  stock or
securities subject to the Option and the purchase price for such Shares or other
stock or securities as the Board of Directors, in its sole discretion,  believes
is equitably  required to prevent  dilution or enlargement of the rights granted
hereunder.

12. Withholding of Taxes. Upon exercise of the Option,  Optionee will pay to the
Company (or make arrangements satisfactory to the Company that are in compliance
with  applicable  laws),  any U.S.  federal,  state  or local  taxes of any kind
required by law to be withheld  with respect of the exercise of the Option.  The
Company and/or its Subsidiaries  shall, to the extent permitted by law, have the
right to deduct from any payment of any kind  otherwise due to Optionee any U.S.
federal,  state or local taxes of any kind  required by law to be withheld  with
respect to the exercise of the Option. The Optionee may elect to have withheld a
portion of the Shares  issuable  upon exercise of the Option having an aggregate
fair market value, on the date preceding the date of such issuance, equal to the
taxes required to be withheld.



                                       7
<PAGE>

13.  Application  of Section 16 of the  Securities  Act.  The  Optionee has been
advised  that the  Optionee  may be subject  to the  reporting  requirements  of
Section  16(a) of the  Securities  Exchange  Act of 1934 (the "`34 Act") and the
holder may be subject to insider trading restrictions and reporting requirements
on the purchase and sale of securities of the Company imposed under the `34 Act.

14. Successors and Assigns.  The Company may assign any of its rights under this
agreement to single or multiple assignees, and this Agreement shall inure to the
benefit  of  the  successors  and  assigns  of  the  Company.   Subject  to  the
restrictions on transfer herein set forth,  this agreement shall be binding upon
Optionee  and  his or  her  heirs,  executors,  administrators,  successors  and
assigns.

15.  Governing  Law;  Severability.  This  Agreement  shall be  governed  by and
constructed in accordance with the laws of the State of Delaware  excluding that
body of law  pertaining  to  conflicts  of law.  Should  any  provision  of this
agreement be  determined by a court of law to be illegal or  unenforceable,  the
other   provisions  shall   nevertheless   remain  effective  and  shall  remain
enforceable.

16.  Notices.  Any notice  required  or  permitted  hereunder  shall be given in
writing and shall be deemed  effectively  given upon  personal  delivery or upon
deposit in the United  States  mail by  certified  mail,  with  postage and fees
prepaid,  addressed  to the other party at its address  shown below  beneath its
signature,  or to such other  addresses  as such party may  designate in writing
from time to time with the other party.

17. Further  Instruments.  The parties agree to execute such further instruments
and to take such further action as may be reasonably  necessary to carry out the
purposes and intent of this Agreement.

18.  Modification  of  Agreement.  This  Agreement  may  be  modified,  amended,
suspended or terminated,  and any terms or conditions may be waived, but only by
a written instrument executed by the parties hereto.

19.  Severability.  Should any provision of this Agreement be held by a court of
competent  jurisdiction  to be  unenforceable  or invalid  for any  reason,  the
remaining provisions of this Agreement shall not be affected by such holding and
shall continue in full force in accordance with their terms.

20.  Counterparts.  This Agreement may be executed in two or more  counterparts,
each of which shall be deemed an original and all of which shall  constitute one
document.

21. Entire  Agreement.  This Agreement  represents the entire  understanding and
agreement  among the parties  with  respect to the subject  matter  hereof,  and
supersedes all other  negotiations,  understandings and representations (if any)
made by and among such parties, including without limitation the Original Option
Agreement.


                                       8
<PAGE>


         IN WITNESS  WHEREOF,  the parties have signed this  Agreement as of the
____ day of _____________, 2003.


         theglobe.com, inc.

         By:
             -------------------------------------------------

         Name:
               -----------------------------------------------

         Title:
                ----------------------------------------------

                  theglobe.com, inc.
                  110 E. Broward Blvd
                  Suite 1400
                  Fort Lauderdale, FL 33301

Optionee  hereby  accepts this Option subject to all of the terms and provisions
hereof.  Optionee has reviewed this Option in it's entirety,  had an opportunity
to  obtain  the  advice of  counsel  prior to  executing  this  Option  and full
understands  all provisions of the Option.  Optionee  hereby agrees to accept as
binding  conclusive  and final all decisions or  interpretations  of the Company
upon any questions  arising under the Option.  Optionee further agrees to notify
the Company upon any changes in the residence address indicated below.


Dated: ______________, 2003


         ------------------------------------
         Kellie L. Smythe


         Address:

         110 E. Broward Blvd, Suite 1400
         Fort Lauderdale, FL 33301





                                       9
<PAGE>
                                    EXHIBIT A

                               theglobe.com, inc.

                                 EXERCISE NOTICE


theglobe.com, inc.

Attention:  Secretary

1.  Exercise  of  Option.  Effective  as  of  today,  __________,   ______,  the
undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase
_________ shares of the Common Stock (the "Shares") of  theglobe.com,  inc. (the
"Company")  under and  pursuant  to the Amended & Restated  Non-Qualified  Stock
Option Agreement dated __________, 200 __, (the "Option Agreement")

2.  Representations  of  Optionee.   Optionee  acknowledges  that  Optionee  has
received, read and understood the Option Agreement.  Optionee agrees to abide by
and be bound by their terms and conditions.

3. Rights as Stockholder.  Until the stock certificate evidencing such Shares is
issued (as evidenced by the appropriate  entry on the books of the Company or of
a duly  authorized  transfer agent of the Company),  no right to vote or receive
dividends  or any other  rights as a  stockholder  shall  exist with  respect to
Shares subject to the Option,  notwithstanding  the exercise of the Option.  The
Company  shall  issue (or cause to be issued)  such stock  certificate  promptly
after the Option is  exercised.  No  adjustment  will be made for a dividend  or
other right for which the record date is prior to the date the stock certificate
is issued, except as provided in Section IV of Article One of the Plan. Optionee
shall enjoy rights as a stockholder  until such time as Optionee disposes of the
Shares.

4. Tax Consultation.  Optionee  understands that Optionee may suffer adverse tax
consequences  as a result of Optionee's  purchase or  disposition of the Shares.
Optionee  represents  that  Optionee  has  consulted  with  any tax  consultants
Optionee deems  advisable in connection  with the purchase or disposition of the
Shares and that Optionee is not relying on the Company for any tax advice.

5. Restrictive Legends.

         (a) Legends.  Optionee  understands  and agrees that the Company  shall
cause any other legends that may be required by state or federal securities laws
to be placed upon any certificate(s) evidencing ownership of the Shares.

         (b)  Refusal to  Transfer.  The Company  shall not be  required  (i) to
transfer on its books any shares that have been sold or otherwise transferred in
violation of any of the  provisions of this  Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay  dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.


<PAGE>

6.  Successors and Assigns.  The Company may assign any of its rights under this
agreement to single or multiple assignees, and this Agreement shall inure to the
benefit  of  the  successors  and  assigns  of  the  Company.   Subject  to  the
restrictions on transfer herein set forth,  this agreement shall be binding upon
Optionee  and  his or  her  heirs,  executors,  administrators,  successors  and
assigns.

7.  Governing  Law;  Severability.  This  Agreement  shall  be  governed  by and
constructed in accordance with the laws of the State of Delaware  excluding that
body of law  pertaining  to  conflicts  of law.  Should  any  provision  of this
agreement be  determined by a court of law to be illegal or  unenforceable,  the
other   provisions  shall   nevertheless   remain  effective  and  shall  remain
enforceable.

8. Notices. Any notice required or permitted hereunder shall be given in writing
and shall be deemed  effectively given upon personal delivery or upon deposit in
the United  States  mail by  certified  mail,  with  postage  and fees  prepaid,
addressed to the other party at its address shown below  beneath its  signature,
or to such other  addresses as such party may  designate in writing from time to
time with the other party.

9. Further  Instruments.  The parties agree to execute such further  instruments
and to take such further action as may be reasonably  necessary to carry out the
purposes and intent of this Agreement.

10.  Delivery of  Payment.  Optionee  herewith  delivers to the Company the full
Exercise Price for the Shares, as well as any applicable withholding tax.



<PAGE>





11. Entire Agreement.  The Option Agreement is incorporated herein by reference.
This Agreement and the Option  Agreement  constitute the entire agreement if the
parties and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter hereof.



Submitted by:                       Accepted by:

Optionee:                           theglobe.com, inc.


_______________________________     By:___________________________

                                    Its:__________________________


Address:

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