Exhibit 4.5


                               THEGLOBE.COM, INC.

                      NON QUALIFIED STOCK OPTION AGREEMENT



I.       NOTICE OF STOCK OPTION GRANT

         Michael S. Egan

         110 E. Broward Blvd., 14th Floor
         Ft. Lauderdale, FL 33301

         You ("Optionee") have been granted an option to purchase Common Stock
of The company, subject to the terms and conditions of this Stock Option
Agreement. The terms of your grant are set forth below:

                  Date of Grant:                              August 12, 2002

                  Vesting  Date:                              August 12, 2002

                  Exercise Price per Share                    0.02 per Share

                  Total Number of Shares Granted              2,500,000

                  Total Exercise Price:                       $50,000.00

                  Type of Option:                             Non-Qualified
                                                              Stock Option

                  Term/Expiration                             Date: August 12,
                                                              2012 (Tenth
                                                              anniversary of
                                                              date of
                                                              grant.)-Exercise
                                                              period shall not
                                                              be reduced by
                                                              termination of
                                                              employment.


         Exercise and Vesting Schedule:
         ------------------------------

         This option shall vest and become exercisable immediately upon grant.


         Termination Period:
         -------------------

                  This Option may be exercised to the extent vested, at any time
         prior to the term/expiration date provided above.


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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.


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

                  (a) Right to exercise.

                           (i) This option shall be exercisable cumulatively
                           according to the vesting schedule set out in the
                           Notice of Grant.

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

                           (iii) In the event of Optionee's termination of
                           Continuous Status as an Employee or Consultant, the
                           exercisability of the Option is governed by Section 5
                           below.

                           (iv) 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 required by
                  the Company pursuant to the provisions of the plan or as may
                  be necessary in order for the Company to comply with
                  Applicable Laws. 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 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.

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<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 Administrator, other share 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 Administrator 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 Administrator, 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 Administrator a combination of any
                  of the foregoing methods of payment;

                  (g) with the consent of the Administrator, 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 administrator, such other
                  consideration and method of payment for the issuance of shares
                  to the extent permitted under Applicable Laws.

         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.

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<PAGE>

         5. Effect of Certain Transactions.

                  In the event of a merger or consolidation of the Company with
         or into another corporation, or the sale of 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 Committee, the Option shall remain subject to all of the conditions
         and restrictions which were applicable to the Option prior to such
         assumption or substitution. 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).


         6. Termination of Relationship. If Optionee terminates Continuous
         Status as an Employee or Consultant for any reason, Optionee may
         exercise this option during the Termination Period set out in the
         Notice of Grant, to the extent the Option was vested at the date of
         such termination. To the extent that Optionee was not vested in this
         option at the date on which Optionee terminates Continuous Status as an
         Employee or Consultant, or if Optionee does not exercise this option
         within the time specified herein, the Optionee 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.

         9. Registration. Theglobe.com will take all steps necessary to register
         this option grant on form S-8 or any other form necessary as soon as
         practical, following execution of this agreement.


                            (SIGNATURE PAGE FOLLOWS)


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<PAGE>


         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.

                                            theglobe.com

                                            By:_________________________________


                                            Name:______________________________


                                            Title:______________________________


         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 Administrator upon any questions arising
         under the Plan or this Option. Optionee further agrees to notify the
         Company upon any changes in the residence address indicated below.

         Dated: ______________, 2002


                                            ____________________________________
                                            MICHAEL S. EGAN


                                               Address:

                                               110 E. Broward Blvd., 14th Floor
                                               Ft. Lauderdale, FL 33301


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<PAGE>



                                    EXHIBIT A
                                    ---------

                                  THEGLOBE.COM

                                 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
         Non-Qualified Stock Option Agreement dated __________, __________, (the
         "Option Agreement")

         2. Representations of Optionee. Optionee acknowledges that Optionee has
         received read and understood the Plan and 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.

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<PAGE>

                  (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.

         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. Interpretation. Any dispute regarding the interpretation of this
         Agreement shall be submitted by Optionee or by the Company forthwith to
         the Administrator, which shall review such dispute at its next regular
         meeting. The resolution of such a dispute by the Administrator shall be
         final and binding on the Company and the Optionee.

         8. 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.

         9. 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.

         10. 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.

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

         12. Entire Agreement. The Plan and Option Agreement are incorporated
         herein by reference. This Agreement, the Plan 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.


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         Submitted by:                           Accepted by:

         Optionee:                               theglobe.com, Inc.


         _______________________________          By:___________________________

                                                  Its:__________________________


         Address:

         __________________________

         __________________________

         __________________________



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