THEGLOBE COM INC
S-1/A, 1998-08-20
ADVERTISING
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  As filed with the Securities and Exchange Commission on August 20, 1998
                                                   Registration No. 333-59751
    
===========================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
                    -----------------------------------
   
                            AMENDMENT NO. 1 TO
                                  FORM S-1
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
    
                    -----------------------------------

                             theglobe.com, inc.
           (Exact name of registrant as specified in its charter)

       Delaware                       7310                      14-1781422
   (State or other        (Primary Standard Industrial       (I.R.S. Employer
   jurisdiction of         Classification Code Number)        Identification
   incorporation or  -----------------------------------         Number)
    organization)
                            31 West 21st Street
                          New York, New York 10010
                               (212) 886-0800
                     (Address, including zip code, and
                      telephone number, including area
                      code, of registrant's principal
                             executive offices)
                    -----------------------------------
                             Todd V. Krizelman
                            Stephan J. Paternot
                             theglobe.com, inc.
                            31 West 21st Street
                          New York, New York 10010
                               (212) 886-0800
         (Name, address, including zip code, and telephone number,
               including area code, of co-agents for service)
                    -----------------------------------
                                 Copies to:
        Valerie Ford Jacob, Esq.                Allen L. Weingarten, Esq.
         Stuart H. Gelfond, Esq.                 Morrison & Foerster LLP
Fried, Frank, Harris, Shriver & Jacobson       1290 Avenue of the Americas
           One New York Plaza                   New York, New York 10104
        New York, New York 10004                     (212) 468-8000
             (212) 859-8000
                    -----------------------------------
     Approximate  date of commencement of proposed sale to public:  As soon
as practicable after the effective date of this Registration Statement.
     If any of the  securities  being  registered  on this  Form  are to be
offered on a delayed or  continuous  basis  pursuant  to Rule 415 under the
Securities Act of 1933 (the "Securities Act"), check the following box. |_|
     If  this  Form is  filed  to  register  additional  securities  for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration  statement number of
the earlier effective registration statement for the same offering. |_|
     If this Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c)  under the  Securities  Act,  check the  following  box and list the
Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. |_|
     If this Form is a  post-effective  amendment  filed  pursuant  to Rule
462(d)  under the  Securities  Act,  check the  following  box and list the
Securities Act registration  statement number of the registration statement
for the same offering. |_| .
     If delivery of the  Prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
                       CALCULATION OF REGISTRATION FEE
===========================================================================
Title of Each Class of         Proposed Maximum
       Securities                  Aggregate                  Amount of
    to be Registered           Offering Price(1)          Registration Fee
- ---------------------------------------------------------------------------

Common Stock, $.001 par            $50,000,000                 $14,750
value (2)
===========================================================================
(1)  Estimated   pursuant  to  Rule  457(o)   solely  for  the  purpose  of
     calculating the registration fee.
(2)  The Common Stock offered  hereby  includes  Preferred  Stock  Purchase
     Rights (the  "Rights").  The Rights will be associated  and trade with
     the Common Stock.  The value,  if any, of the Rights will be reflected
     in the market price of the Common Stock.
                    -----------------------------------
     The registrant hereby amends this Registration  Statement on such date
or  dates as may be  necessary  to  delay  its  effective  date  until  the
registrant shall file a further  amendment which  specifically  states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities  Act of 1933 or until the  Registration
Statement  shall become  effective on such date as the  Commission,  acting
pursuant to said Section 8(a), may determine.
===========================================================================
Information  contained  herein is subject to  completion  or  amendment.  A
registration statement relating to these securities has been filed with the
Securities and Exchange  Commission.  These  securities may not be sold nor
may offers to buy be accepted prior to the time the registration  statement
becomes effective. This Prospectus shall not constitute an offer to sell or
the  solicitation  of an offer to buy nor shall  there be any sale of these
securities in any State in which such offer,  solicitation or sale would be
unlawful prior to the  registration or  qualification  under the securities
laws of any such State.
<PAGE>
   
                 SUBJECT TO COMPLETION, DATED              , 1998
    

PRELIMINARY PROSPECTUS
                                                            Shares

                                   [LOGO]

                                Common Stock

   
     All of the  shares of Common  Stock,  par value  $0.001 per share (the
"Common Stock"),  offered hereby are being sold by theglobe.com,  inc. (the
"Company" or  "theglobe.com").  Of the shares  offered  hereby,  shares are
being  offered to the public in an initial  public  offering  (the "Initial
Public  Offering")  and       shares  are  being  offered  in a  concurrent
offering (the  "Concurrent  Offering")  by the Company  directly to certain
investors at a price per share equal to the Initial  Public  Offering price
per share less the  underwriting  discounts and commissions but including a
placement agent fee (the "Placement  Agent Fee").  The  consummation of the
Concurrent  Offering and the Initial Public  Offering are  contingent  upon
each other. The Concurrent Offering will not be consummated with respect to
less  than        shares.  In the  event  the  Concurrent  Offering  is not
consummated  by the  closing  date  of the  Initial  Public  Offering,  the
Concurrent  Offering  will  be  terminated  and all  payments  made by such
investors  in  connection  with the  Concurrent  Offering  will be promptly
returned.  See "Concurrent  Offering." References herein to the "Offerings"
include the      shares of the Company's  Common Stock being offered in the
Initial  Public  Offering as well as the      shares of Common  Stock to be
sold by the Company in the Concurrent Offering.

     Prior to the Offerings, there has been no public market for the Common
Stock of the Company.  It is currently  estimated  that the initial  public
offering  price for the Common Stock will be between  $      and $      per
share. See  "Underwriting" for a discussion of the factors to be considered
in determining the initial public offering price.  Application will be made
for quotation of the Common Stock on the Nasdaq  National  Market under the
symbol "TGLO."
    

                             ------------------

SEE "RISK FACTORS"  BEGINNING ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK.
                             ------------------

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  NOR HAS THE
SECURITIES  AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
===========================================================================
                                               Underwriting
                               Price to        Discounts and     Proceeds to
                                Public        Commissions (1)    Company (2)
- -------------------------------------------------------------------------------
   
Per Share...................       $                 $                $
  Initial Public Offering...       $                 $                $
  Concurrent Offering.......       $                 $                $
- -------------------------------------------------------------------------------
Total (3)...................  $                 $                 $
===============================================================================

(1)  Bear,  Stearns & Co. Inc.  and Volpe  Brown  Whelan & Company are also
     acting as the Company's  placement agents (the "Placement  Agents") in
     connection with the Concurrent Offering, and the Company has agreed to
     pay the Placement  Agents a fee of $      per share. In addition,  the
     Company has agreed to indemnify  the  Underwriters  and the  Placement
     Agents against certain  liabilities,  including  liabilities under the
     Securities  Act of  1933,  as  amended  (the  "Securities  Act").  See
     "Underwriting."
    
(2)  Before deducting expenses payable by the Company estimated at $      .
(3)  The Company has granted the  Underwriters  a 30-day option to purchase
     up to     additional shares of Common  Stock  on the  same  terms  and
     conditions as set forth above,  to cover  over-allotments,  if any. If
     such  option  is  exercised  in  full,  the  total  Price  to  Public,
     Underwriting Discounts and Commissions and Proceeds to Company will be
     $     , $     and $     , respectively. See "Underwriting."

                             ------------------

   
     The  shares of Common  Stock are being  offered  by the  Underwriters,
subject to prior sale,  when,  as and if  delivered  to and accepted by the
Underwriters   against  payment  therefor  and  subject  to  certain  other
conditions.  The  Underwriters  reserve  the right to  withdraw,  cancel or
modify  the  Offerings  and to  reject  orders  in whole or in part.  It is
expected  that  delivery of the Common Stock will be made  against  payment
therefor on or about , 1998 at the offices of Bear, Stearns & Co. Inc., 245
Park Avenue, New York, New York 10167.
    

                             ------------------

   
Bear, Stearns & Co. Inc.                    Volpe Brown Whelan & Company
    

              The date of this Prospectus is      , 1998.


     The Company has a registered United States trademark for theglobe. The
Company has filed United States trademark applications for theglobe.com and
theglobe.com  logo.  Additionally,  the  Company  has  submitted  trademark
applications in various foreign countries for theglobe.com and theglobe.com
logo. See "Business -- Intellectual Property Rights."

                             ------------------

     This  Prospectus  includes  statistical  data  regarding  the Internet
industry.  Such data is taken or  derived  from  information  published  by
sources including Media Metrix, Inc., a media research firm specializing in
market and technology measurement on the Internet ("Media Metrix"), Jupiter
Communications,  LLC,  a  media  research  firm  focusing  on the  Internet
industry ("Jupiter Communications"),  and International Data Corporation, a
provider  of  market   information   and  strategic   information  for  the
information technology industry ("IDC"). Although the Company believes that
such data are generally  indicative of the matters reflected therein,  such
data are  inherently  imprecise  and  investors  are cautioned not to place
undue reliance on such data.

                             ------------------

   
CERTAIN PERSONS  PARTICIPATING  IN THE OFFERINGS MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING  OVER-ALLOTMENT,   STABILIZING   TRANSACTIONS,   SYNDICATE  SHORT
COVERING   TRANSACTIONS  AND  PENALTY  BIDS.  FOR  A  DESCRIPTON  OF  THESE
ACTIVITIES, SEE "UNDERWRITING."
    

<PAGE>
                             PROSPECTUS SUMMARY

   
     The  following  summary is qualified in its entirety by, and should be
read in  conjunction  with,  the more  detailed  information  and Financial
Statements  and Notes  thereto,  appearing  elsewhere  in this  Prospectus.
Except  where  the  context  otherwise  requires,  all  references  in this
Prospectus to (a) the "Company" or  "theglobe.com"  refer to  theglobe.com,
inc., a Delaware corporation, (b) the "Web" refer to the World Wide Web and
(c) the "site" refer to the Company's Web site. Unless otherwise  indicated
or  unless  the  context  otherwise  requires,   all  information  in  this
Prospectus reflects,  upon the closing of the Offerings,  (i) the automatic
conversion of all outstanding shares of the Company's  Preferred Stock into
shares  of  Common   Stock,   (ii)  no   exercise   of  the   Underwriters'
over-allotment  option and (iii) the Company's for Common Stock split to be
effected immediately prior to the consummation of the Offerings.
    

                                The Company

     theglobe.com  is one of the world's  leading online  communities  with
over 1.7 million members in the United States and abroad. In June 1998, 6.1
million unique users visited the site. theglobe.com is a destination on the
Internet  where users are able to  personalize  their online  experience by
publishing  their own content and  interacting  with others having  similar
interests.  theglobe.com  facilitates this interaction by providing various
free  services,  including  home page building,  discussion  forums,  chat,
e-mail and a  marketplace  where members can purchase a variety of products
and services. Additionally,  theglobe.com provides its users news, weather,
movie and music reviews,  multi-player gaming, horoscopes and personals. By
satisfying its users' personal and practical needs,  theglobe.com  seeks to
become their online home. The Company's  primary revenue source is the sale
of  advertising,  with additional  revenues  generated  through  e-commerce
arrangements  and  the  sale  of  membership   subscriptions  for  enhanced
services.

     The Company was founded by Todd V.  Krizelman  and Stephan J. Paternot
in May 1995 to  capitalize  on the growing  demand for online  destinations
that  allow  users  to  develop   their  own   identities   and   establish
relationships  with other  Internet  users.  theglobe.com  offers users the
ability to become active  participants  in its community and provides users
set-up  tools and guidance to build a personal Web site quickly and easily.
theglobe.com community is organized in an intuitive hierarchy modeled after
the real world where each layer reflects a more specific level of interest.
There are six "Themes of Interest":  Arts and  Entertainment,  Business and
Finance, Lifestyles, Romance, Special Interests and Geographical Interests.
Themes of  Interest  are  subdivided  into 24  "Cities,"  which are further
divided into 75 "Districts."  Within each District members have the ability
to  create  or join  "Interest  Groups,"  theglobe.com's  smallest  form of
community.  There are currently 325 Interest Groups.  Interest Groups, once
proposed by any member,  are posted for petition.  Those groups that garner
enough votes then go "live" on the site.  Members are not limited as to the
number of communities they can join and are able to leave an Interest Group
at any time, ensuring that the communities are dynamic and evolve as member
interests change. "Community Leaders" are elected to manage communities and
are able to highlight member content,  communicate directly to constituents
and organize  events.  The unique  community focus of  theglobe.com  offers
several  advantages  to the Company that include (i) member  loyalty,  (ii)
member-developed content at a low cost to the Company and (iii) the ability
to offer advertising targeted to specific user interests. In June 1998, the
Company had 90 advertisers,  including, Coca Cola, Dunkin' Donuts, J. Crew,
Procter & Gamble, Sony, 3Com and Visa.

   
     Since its founding,  theglobe.com has experienced  strong growth.  The
site has added approximately  100,000 new members every month since October
1997,  and generated  over 100 million page views in June 1998, an increase
of over 100% from January 1998.  More than 6.1 million unique users visited
the site in June  1998,  reflecting  an  increase  of more than 350%  since
January 1998.  Approximately 25% to 35% of  theglobe.com's  monthly traffic
originates  from  abroad,   reflecting  the  site's  international  appeal.
According to Media Metrix,  theglobe.com  was ranked as the fourth  fastest
growing Web site in terms of audience reach for the first half of 1998.
    

     theglobe.com's  goal is to be the leading online  community  site. The
Company seeks to attain this goal through the following key strategies: (i)
improving user  experience,  (ii) developing  brand identity and awareness,
(iii) increasing new membership  acquisition  through strategic  alliances,
(iv)  expanding  globally,  (v)  further  developing  e-commerce  and  (vi)
enhancing membership services.

                    -----------------------------------

     The Company was incorporated in May 1995 in the State of Delaware. The
Company's  principal  executive offices are located at 31 West 21st Street,
New York, New York 10010, and its telephone number is (212) 886-0800.

<PAGE>
   
                                The Offerings


Common Stock offered by the Company

  Initial Public Offering............................         shares
  Concurrent Offering................................         shares
      Total..........................................         shares
Common Stock to be outstanding after the Offerings...         shares (1)(2)

Use of Proceeds......................................Advertising,     brand
                                                     name   promotions  and
                                                     other          general
                                                     corporate    purposes,
                                                     including   investment
                                                     in the development and
                                                     functionality       of
                                                     theglobe.com Web site,
                                                     enhancements   of  the
                                                     Company's      network
                                                     infrastructure     and
                                                     working  capital.  The
                                                     Company may also use a
                                                     portion     of     the
                                                     proceeds for strategic
                                                     alliances          and
                                                     acquisitions. See "Use
                                                     of Proceeds."

Proposed Nasdaq National Market Symbol...............TGLO
- -------------

(1)  Based on the number of shares of Common Stock  outstanding  as of June
     30,  1998,  including  10,947,469  shares of Common Stock that will be
     issued  upon  the  automatic  conversion  of  the  Company's  existing
     preferred  stock (the  "Preferred  Stock")  upon  consummation  of the
     Offerings.  Also includes  4,046,018  shares of Common Stock  issuable
     upon the exercise of outstanding  warrants (the "Warrants") to acquire
     Common  Stock at an exercise  price of  approximately  $1.45 per share
     following   consummation  of  the  Offerings.   If  the  Underwriters'
     over-allotment  option were exercised in full, an additional shares of
     Common  Stock  would be offered by the  Company,  and shares of Common
     Stock would be outstanding after the Offerings.

(2)  Excludes (i) 1,235,000 and 1,425,941  shares of Common Stock  issuable
     upon the exercise of stock options that would be outstanding after the
     Offerings  under the  Company's  1998 Stock Option Plan and 1995 Stock
     Option Plan,  respectively,  at a weighted average exercise price of $
     per share  (assuming an initial  offering  price of $ per share) and $
     per share, respectively;  and (ii) 565,000 and 12,001 shares of Common
     Stock  reserved for future  issuance  under the 1998 Stock Option Plan
     and the 1995 Stock Option Plan,  respectively.  See  "Capitalization",
     "Management--Executive  Compensation,"  "Description of Capital Stock"
     and  Financial  Statements  and the Notes  related  thereto  appearing
     elsewhere in this Prospectus.
    
<PAGE>
                           SUMMARY FINANCIAL DATA
               (Dollars in thousands, except per share data)

     The following table sets forth certain summary  financial data for the
Company.  This information should be read in conjunction with the Financial
Statements  and  Notes  related   thereto   appearing   elsewhere  in  this
Prospectus.  See "Selected Financial Data" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."


<TABLE>
<CAPTION>
                                        May 1, 1995
                                        (inception)                                          Six Months
                                          through                 Year Ended                    Ended
                                        December 31,             December 31,                  June 30,
                                                                 ------------                  --------
                                            1995            1996           1997            1997            1998
                                            ----            ----           ----            ----            ----
<S>                                      <C>            <C>             <C>             <C>             <C>       
Statement of Operations Data:

   Revenues.........................     $      27      $      229      $      770      $      208      $    1,173
   Gross profit.....................            14             113             347             102             670
   Loss from operations.............           (66)           (772)         (3,883)           (779)         (6,470)
   Net loss.........................           (66)           (750)         (3,584)           (767)         (5,824)
   Basic and diluted net loss per            (0.03)          (0.33)          (1.56)          (0.34)          (2.51)
     share(FN1)
   Weighted average shares
     outstanding used in basic and
     diluted per share calculation (FN1)  2,250,000      2,250,000       2,293,545       2,281,920       2,322,794
   Pro forma basic and diluted net
     loss per share (basic and
     diluted) (FN2).................
   Weighted average shares used in
     computing pro forma net loss per
     share (FN2)....................

</TABLE>

                                        June 30, 1998
                           ----------------------------------------
                            Actual                   As Adjusted(2)
                            ------                   --------------

Balance Sheet Data:
Cash and cash equivalents
  and short-term
  investments.............  $ 13,155
Working capital...........    10,452
Total assets..............    15,603
Capital lease
  obligations, excluding
  current installments....       629
Total stockholders' equity    11,571

- -------------
[FN]

(1)    Weighted  average  shares do not include any common stock  equivalents
       because such inclusion  would have been  anti-dilutive.  See Financial
       Statements  and related  Notes  thereto  appearing  elsewhere  in this
       Prospectus for the determination of shares used in computing basic and
       diluted  loss per share. 
(2)    As  adjusted  to  reflect  the sale of      shares  of  Common   Stock
       offered  hereby  at an  assumed initial public offering price of $    
       per share) the midpoint of the  estimated range set forth on the front
       cover of this Prospectus) after  deducting the estimated  underwriting
       discounts and  commissions  and estimated  offering  expenses  payable
       by the Company. See "Use of Proceeds" and "Capitalization."

</FN>
<PAGE>
                                RISK FACTORS

     An investment in the shares of Common Stock offered hereby  involves a
high  degree of risk.  The  following  factors  and the  other  information
contained  in  this  Prospectus  should  be  considered   carefully  before
purchasing  the Common  Stock  offered  hereby.  This  Prospectus  contains
forward-looking    statements   that   involve    significant   risks   and
uncertainties.  The Company's  actual results could differ  materially from
those  anticipated  in these  forward-looking  statements  as a  result  of
various factors,  including those set forth below, under "Cautionary Notice
Regarding Forward-Looking Statements" and elsewhere in this Prospectus.

Limited Operating History; Fluctuating Rates of Revenue Growth; Anticipated
Losses

     The Company was  founded in May 1995.  Accordingly,  the Company has a
limited  operating  history upon which an  evaluation  of the Company,  its
current  business  and its  prospects  can be based,  each of which must be
considered  in  light  of  the  risks,  expenses  and  problems  frequently
encountered  by all  companies  in the  early  stages of  development,  and
particularly by such companies  entering new and rapidly developing markets
like the Internet.  Such risks  include,  without  limitation,  the lack of
broad  acceptance of the community  model on the Internet,  the possibility
that the Internet will fail to achieve broad  acceptance as an  advertising
and  commercial  medium,  the inability of the Company to attract or retain
members,   the   inability   of  the   Company  to   generate   significant
e-commerce-based  revenues or premium service revenues from its members,  a
new and  relatively  unproven  business  model,  the  Company's  ability to
anticipate and adapt to a developing  market,  the failure of the Company's
network  infrastructure  (including  its server,  hardware and software) to
efficiently  handle its Internet  traffic,  changes in laws that  adversely
affect  the  Company's  business,  the  ability  of the  Company  to manage
effectively  its rapidly  expanding  operations,  including  the amount and
timing of capital expenditures and other costs relating to the expansion of
the Company's operations,  the introduction and development of different or
more  extensive  communities  by direct  and  indirect  competitors  of the
Company,  including those with greater  financial,  technical and marketing
resources,  the inability of the Company to maintain and increase levels of
traffic on its Web site,  the  inability of the Company to attract,  retain
and motivate  qualified  personnel,  and general  economic  conditions.  To
address  these risks,  the Company must,  among other  things,  attract and
retain members, maintain its customer base and attract a significant number
of new advertising customers, respond to competitive developments,  develop
and extend its brand,  continue  to form and  maintain  relationships  with
strategic  partners,  continue to attract,  retain and  motivate  qualified
personnel,  and  continue  to develop  and  upgrade  its  technologies  and
commercialize its services incorporating such technologies. There can be no
assurance that the Company will be successful in addressing such risks, and
any failure to do so could have a material  adverse effect on the Company's
business, results of operations and financial condition.

     Although the Company has  experienced  significant  revenue  growth in
recent  periods,  there can be no  assurance  that this  will  continue  or
increase.  The Company's  limited operating history makes the prediction of
future results difficult or impossible and, therefore, the Company's recent
revenue  growth should not be taken as an indication of any growth that can
be expected in the future. Furthermore, its limited operating history leads
the Company to believe that  period-to-period  comparisons of its operating
results are not  meaningful  and that the results for any period should not
be relied upon as an indication of future  performance.  To the extent that
revenues do not grow at anticipated rates, the Company's business,  results
of operations  and financial  condition  would be materially  and adversely
affected.

     The Company has not achieved  profitability  to date,  and the Company
anticipates  that it will continue to incur net losses for the  foreseeable
future.  The extent of these losses will depend,  in part, on the amount of
growth in the Company's  revenues from  advertising  sales,  e-commerce and
membership  service  fees.  As  of  June  30,  1998,  the  Company  had  an
accumulated  deficit  of  $10.2  million.  The  Company  expects  that  its
operating  expenses  will  increase  significantly  during the next several
years, especially in the areas of sales and marketing, and brand promotion.
Thus,  the  Company  will need to  generate  increased  revenues to achieve
profitability.  To the extent  that  increases  in its  operating  expenses
precede or are not  subsequently  followed  by  commensurate  increases  in
revenues,  or that the Company is unable to adjust operating expense levels
accordingly,  the Company's  business,  results of operations and financial
condition  would be  materially  and  adversely  affected.  There can be no
assurance  that the Company will ever achieve or sustain  profitability  or
that the Company's operating losses will not increase in the future.

Dependence  on  Continued  Growth in Use and  Commercial  Viability  of the
Internet

     The Company's future success is substantially dependent upon continued
growth in the use of the Internet. To support advertising sales, e-commerce
and membership  service fees on  theglobe.com,  the  Internet's  recent and
rapid growth must  continue,  and  e-commerce  on the Internet  must become
widespread.  None of these can be assured. The Internet may prove not to be
a  viable  commercial  marketplace.  Additionally,  due to the  ability  of
consumers  to easily  compare  prices of similar  products  or  services on
competing Web sites,  gross margins for e-commerce  transactions may narrow
in the future and,  accordingly,  the Company's  revenues  from  e-commerce
arrangements may be materially  negatively impacted. If use of the Internet
does not continue to grow,  the Company's  business,  results of operations
and financial condition would be materially and adversely affected.

     Additionally,  to the extent that the Internet continues to experience
significant  growth in the number of users and the level of use,  there can
be no assurance that its technical  infrastructure will continue to be able
to  support  the  demands   placed   upon  it.  The   necessary   technical
infrastructure for significant increases in e-commerce,  such as a reliable
network backbone, may not be timely and adequately developed.  In addition,
performance improvements,  such as high-speed modems, may not be introduced
in a timely fashion. Furthermore, security and authentication concerns with
respect to transmission over the Internet of confidential information, such
as credit  card  numbers,  may  remain.  Issues  like  these  could lead to
resistance  against the  acceptance of the Internet as a viable  commercial
marketplace.  Also,  the Internet could lose its viability due to delays in
the  development  or adoption of new standards  and  protocols  required to
handle  increased  levels of  activity,  or due to  increased  governmental
regulation.  Changes in or insufficient  availability of telecommunications
services could result in slower  response times and adversely  affect usage
of the Internet. To the extent the Internet's technical infrastructure does
not effectively  support the growth that may occur, the Company's business,
results of operations  and  financial  condition  would be  materially  and
adversely affected.

Dependence on Members for Content and Promotion

     The Company depends  substantially upon member involvement for content
and for word-of-mouth promotion. Particularly, the Company depends upon the
voluntary  efforts of certain highly motivated  members who are most active
in developing  content to attract  other  Internet  users to the site.  The
Company expects such member  involvement to reduce the need for the Company
to expend resources on content development and site promotion. There can be
no assurance that members will continue to generate  significant content or
to promote the site, nor that the  member-generated  content or promotional
efforts will continue to attract other Internet users. There also can be no
assurance that the Company's business would not be materially and adversely
affected if its most highly active  members  became  dissatisfied  with the
Company's services or its focus on the commercialization of those services.

Unproven  Business Model;  Developing  Market;  Unproven  Acceptance of the
Company's Products

     The Company's business model is new and relatively unproven. The model
depends upon the Company's  ability to generate multiple revenue streams by
leveraging  its community  platform.  To be  successful,  the Company must,
among other things,  develop and market  products and services that achieve
broad market acceptance by its users,  advertisers and e-commerce  vendors.
There  can  be  no  assurance  that  any  Internet   community,   including
theglobe.com,  will  achieve  broad  market  acceptance.   Accordingly,  no
assurance can be given that the Company's business model will be successful
or that it can sustain revenue growth or be profitable.

     The market for the  Company's  products and  services is new,  rapidly
developing and characterized by an increasing number of market entrants. As
is  typical  of any new and  rapidly  evolving  market,  demand  and market
acceptance for recently  introduced  products and services are subject to a
high level of uncertainty  and risk.  Moreover,  because this market is new
and rapidly evolving, it is difficult to predict its future growth rate, if
any, and its ultimate  size. If the market fails to develop,  develops more
slowly  than  expected or becomes  saturated  with  competitors,  or if the
Company's   products  and  services  do  not  achieve  or  sustain   market
acceptance,  the Company's  business,  results of operations  and financial
condition    would   be   materially    and   adversely    affected.    See
"Business--Industry Background."

Risks Associated with Brand Development

     The Company believes that  establishing and maintaining brand identity
is a critical  aspect of efforts  to  attract  and expand its member  base,
Internet traffic and advertising and commerce  relationships.  Furthermore,
the Company believes that the importance of brand recognition will increase
as low barriers to entry encourage the  proliferation of Internet sites. In
order to attract and retain members,  advertisers and commerce vendors, and
in  response to  competitive  pressures,  the  Company  intends to increase
substantially  its financial  commitment to the creation and maintenance of
brand  loyalty among these  groups.  The Company plans to accomplish  this,
although not exclusively, through advertising campaigns in several forms of
media, including television,  print,  billboards,  buses, telephone kiosks,
online media, and other marketing and promotional  efforts.  If the Company
does not  generate a  corresponding  increase in revenue as a result of its
branding efforts or otherwise fails to promote its brand  successfully,  or
if the  Company  incurs  excessive  expenses  in an attempt to promote  and
maintain its brand,  the  Company's  business,  results of  operations  and
financial condition would be materially and adversely affected.

     Promotion and enhancement of theglobe.com  brand will also depend,  in
part,  on the  Company's  success in  providing a  high-quality  "community
experience."  Such success  cannot be assured.  If members,  other Internet
users,  advertisers  and  commerce  vendors  do not  perceive  theglobe.com
community  experience to be of high quality,  or if the Company  introduces
new services or enters into new business  ventures  that are not  favorably
received  by such  parties,  the  value  of the  Company's  brand  could be
diluted.   Such  brand  dilution  could  decrease  the   attractiveness  of
theglobe.com to such parties, and could materially and adversely affect the
Company's business, results of operations and financial condition.

Reliance on Advertising Revenues

     The Company  derives a  substantial  portion of its revenues  from the
sale of  advertisements  on its site,  and expects to continue to do so for
the  foreseeable  future.  For the year ended December 31, 1997 and the six
months ended June 30, 1998,  advertising  revenues represented 77% and 89%,
respectively,  of the Company's net revenues.  The Company's business model
therefore is highly  dependent on the amount of "traffic" on  theglobe.com,
which  has a direct  effect  on the  Company's  advertising  revenues.  The
Company  is in the  early  stages of  implementing  its  advertising  sales
programs,  which, if not successful,  could materially and adversely affect
the Company's business, results of operations and financial condition.

     To date, substantially all of the Company's advertising contracts have
been for terms  averaging one to two months in length,  with relatively few
longer-term  advertising  contracts.  Many  of  the  Company's  advertising
customers  have limited  experience  with  Internet  advertising,  have not
devoted a significant portion of their advertising expenditures to Internet
advertising,  and may not  believe  Internet  advertising  to be  effective
relative to traditional  advertising media. Also, the Company's advertising
customers  may object to the placement of their  advertisements  on certain
members'  personal  homepages,  the content of which they deem undesirable.
There can be no  assurance  that the  Company's  current  advertisers  will
continue to purchase advertisements on theglobe.com.

     The  Company's  contracts  with  advertisers  typically  guarantee the
advertiser   a  minimum   number  of   "impressions,"   or  times  that  an
advertisement is seen by users of theglobe.com.  To the extent that minimum
impression  levels are not  achieved  for any  reason,  the  Company may be
required  to "make  good"  or  provide  additional  impressions  after  the
contract term,  which may adversely  affect the availability of advertising
inventory and which could have a material  adverse  effect on the Company's
business,  results of  operations  and financial  condition.  To the extent
minimum guaranteed  impressions are not met, the Company defers recognition
of the  corresponding  revenues  until  guaranteed  impression  levels  are
achieved.

   
     Additionally,  the process of managing the  placement  of  advertising
within  a  large,  high-traffic  Web  site  such  as  the  Company's  is an
increasingly   important  and  complex  task.  The  Company  licenses  from
DoubleClick,   Inc.   ("DoubleClick")  its  advertising  management  system
("D.A.R.T."). Under the license agreement, DoubleClick provides the Company
an Internet advertising  administration  system to facilitate the Company's
management of advertising on its Web site. The D.A.R.T. service is intended
to permit the Company to generate ad tags,  schedule  advertising to run in
the  online  environments  in  which  the  Company  places  the ad tags and
generate reports on such  advertising.  The DoubleClick  agreement is for a
term of three years and will expire in April 2000, subject to DoubleClick's
right  to  terminate  the  agreement  upon  30-days  notice  following  the
Company's  breach of the terms of the agreement or if  DoubleClick,  in its
reasonable  good faith  discretion,  determines  that the Company has used,
could use or intends to use the D.A.R.T.  technology in a manner that could
damage or cause injury to the D.A.R.T.  technology or reflects  unfavorably
on  the  reputation  of  DoubleClick.   No  assurance  can  be  given  that
DoubleClick will not elect to terminate the agreement.  If it elected to do
so, the Company  believes that it could  replace the D.A.R.T.  service with
other  available   advertising   management  systems.   However,  any  such
termination and replacement  could disrupt the Company's  ability to manage
its advertising operations for a period of time. In addition, to the extent
that the Company encounters system failures or material difficulties in the
operation of this  system,  the Company  could be unable to deliver  banner
advertisements and sponsorships  through its site. Any extended failure of,
or material  difficulties  encountered  in connection  with,  the Company's
advertising  management  system  may  expose  the  Company  to "make  good"
obligations with its advertisers, which, by displacing saleable advertising
inventory,  among other  consequences,  would  reduce  revenues  and have a
material  adverse effect on the Company's  business,  results of operations
and financial condition.
    

     The Company's  ability to generate  significant  advertising  revenues
will depend,  in part,  on its ability to create new  advertising  programs
without  diluting  the  perceived  value  of  its  existing  programs.  The
Company's  ability to generate  advertising  revenues  will depend also, in
part,  on  advertisers'  acceptance  of the Internet as an  attractive  and
sustainable  medium,  the  development  of a  large  base of  users  of the
Company's  products and  services,  the effective  development  of Web site
content  that  provides  user  demographic  characteristics  that  will  be
attractive  to  advertisers,  and  government  regulation.  The adoption of
Internet-based  advertising,  particularly by those  advertisers  that have
historically  relied  upon  traditional  advertising  media,  requires  the
acceptance of a new way of conducting business and exchanging  information.
There can be no  assurance  that the market for Internet  advertising  will
continue  to emerge or become  sustainable.  If the  market  develops  more
slowly than  expected,  the Company's  business,  results of operations and
financial condition could be materially and adversely affected.

     The Internet as an  advertising  medium has not been  available  for a
sufficient  period  of time to gauge its  effectiveness  as  compared  with
traditional  advertising  media. No standards have been widely accepted for
the measurement of the  effectiveness of  Internet-based  advertising,  and
there  can be no  assurance  that any such  standards  will  become  widely
accepted in the future.  There can be no assurance  that  advertisers  will
accept the Company's or other parties'  measurements  of  impressions.  The
rejection by advertisers of such measurements could have a material adverse
effect on the  Company's  business,  results of  operations  and  financial
condition.

     The sale of  Internet  advertising  is subject to intense  competition
that has  resulted  in a wide  variety of pricing  models,  rate quotes and
advertising  services.  This has made it difficult to project future levels
of  advertising  revenues and rates.  It is also difficult to predict which
pricing models, if any, will achieve broad acceptance among advertisers. As
described  above, to date, the Company has based its  advertising  rates on
providing  advertisers  with a guaranteed  number of  impressions,  and any
failure  of  the  Company's  advertising  model  to  achieve  broad  market
acceptance, would have a material adverse effect on the Company's business,
results of operations and financial condition.

     "Filter"  software  programs that limit or remove  advertising from an
Internet user's desktop are available to consumers.  Widespread adoption or
increased  use of such  software  by users  could have a  material  adverse
effect  upon  the  viability  of  advertising  on the  Internet  and on the
Company's business, results of operations and financial condition.

Potential Fluctuations in Operating Results; Quarterly Fluctuations

   
     The Company's  operating  results may fluctuate  significantly  in the
future as a result of a variety of  factors,  many of which are outside the
Company's control. See "--Limited  Operating History;  Fluctuating Rates of
Revenue Growth;  Anticipated Losses." As a strategic response to changes in
the competitive environment, the Company may from time to time make certain
pricing,  service or marketing  decisions or acquisitions that could have a
material  short-term or long-term adverse effect on the Company's business,
results of operations and financial condition.  In particular,  in order to
accelerate the promotion of theglobe.com as a brand, the Company intends to
significantly  increase  its  marketing  budget after  consummation  of the
Offerings. See "--Risks Associated with Brand Development."
    

     The  Company  believes  that  it  may  experience  seasonality  in its
business,  with use of the Internet and  theglobe.com  being somewhat lower
during  the summer  vacation  and  year-end  holiday  periods.  Advertising
impressions (and therefore revenues) may be expected to decline accordingly
in those periods.  Additionally,  seasonality may affect  significantly the
Company's   advertising  revenues  during  the  first  and  third  calendar
quarters,  as  advertisers  historically  spend less during these  periods.
Because Internet advertising is an emerging market, additional seasonal and
other patterns in Internet  advertising  may develop as the market matures,
and there can be no assurance  that such  patterns will not have a material
adverse  effect  on the  Company's  business,  results  of  operations  and
financial condition.

     The Company  derives a  significant  portion of its revenues  from the
sale of advertising under short-term contracts, averaging one to two months
in length.  As a result,  the  Company's  quarterly  revenues and operating
results are, to a significant  extent,  dependent on  advertising  revenues
from  contracts  entered  into  within the  quarter,  and on the  Company's
ability  to  adjust  spending  in a timely  manner  to  compensate  for any
unexpected revenue shortfall. See "--Reliance on Advertising Revenues."

     In addition  to selling  advertising,  a key element of the  Company's
strategy is to generate revenues through e-commerce arrangements.  To date,
the revenues received by the Company under the revenue-sharing  portions of
these  arrangements  have not been material,  and there can be no assurance
that the  Company  will  receive a material  amount of revenue  under these
agreements  in the  future.  Each  of  the  Company's  existing  e-commerce
arrangements  is terminable upon short notice.  As a result,  the Company's
revenues from e-commerce may fluctuate  significantly from period to period
depending on the continuation of its key e-commerce arrangements.

     The foregoing factors, in some future quarters, may lead the Company's
operating results to fall below the expectations of securities analysts and
investors.  In such  event,  the  trading  price of the Common  Stock would
likely be materially and adversely affected.

Broad Discretion in Use of Proceeds

   
     The Company  intends to use the net  proceeds  from the sale of Common
Stock  offered  hereby for  advertising,  brand name  promotions  and other
general  corporate  purposes,  including  investment in the development and
functionality  of  theglobe.com  Web site,  enhancements  of the  Company's
network  infrastructure  and  working  capital.  The Company may also use a
portion  of  the  proceeds  for  strategic   alliances  and   acquisitions.
Accordingly,  management will have significant  flexibility in applying the
net  proceeds of the  Offerings.  The failure of  management  to apply such
funds  effectively  could have a material  adverse  effect on the Company's
business,  results  of  operations  and  financial  condition.  See "Use of
Proceeds."
    

Dependence on Key Personnel

     The  Company's   performance   is   substantially   dependent  on  the
performance  of its  senior  management  and key  technical  personnel.  In
particular,  the Company's  success depends on the continued efforts of its
senior  management  team,  especially its Co-Chief  Executive  Officers and
Co-Presidents (and co-founders), Todd V. Krizelman and Stephan J. Paternot.
The  Company  does  not  carry  key  person  life  insurance  on any of its
personnel.  The loss of the  services of any of its  executive  officers or
other key employees  could have a material  adverse effect on the business,
results of operations and financial condition of the Company.

     The Company's future success also depends on its continuing ability to
retain and attract highly qualified technical and managerial personnel.  As
of June 30,  1998,  the Company  had grown to  approximately  80  full-time
employees from  approximately 20 in June 1997, and the Company  anticipates
that the number of its employees will increase significantly in the next 12
months. Wages for managerial and technical employees are increasing and are
expected  to continue  to  increase  in the  foreseeable  future due to the
competitive  nature of this job market.  There can be no assurance that the
Company will be able to retain its key managerial  and technical  personnel
or that it will be able to attract and retain  additional  highly qualified
technical  and  managerial   personnel  in  the  future.  The  Company  has
experienced  difficulty  from  time  to time in  attracting  the  personnel
necessary  to  support  the  growth  of its  business,  and there can be no
assurance  that the Company will not experience  similar  difficulty in the
future.  The inability to attract and retain the  technical and  managerial
personnel  necessary to support the growth of the Company's  business,  due
to,  among other  things,  a large  increase in the wages  demanded by such
personnel,  could have a material  and adverse  effect  upon the  Company's
business,    results   of   operations   and   financial   condition.   See
"Business--Employees" and "--Technology" and "Management."

Management of Growth; New Management Team

     The Company's recent growth has placed, and is expected to continue to
place, a significant  strain on its  managerial,  operational and financial
resources.  To manage its  potential  growth,  the Company must continue to
implement  and improve its  operational  and  financial  systems,  and must
expand,  train and manage its employee base. The Company's  Chief Financial
Officer  joined the Company  during  July 1998.  In  addition,  each of the
Company's Director of Advertising Sales,  Director of Technology,  Director
of  Communications,  Director of Human  Resources and Director of Sales and
Marketing  has been with the Company for less than two years.  Furthermore,
the members of the Company's  current  senior  management  have not had any
previous experience managing a public company or a large operating company.
There can be no  assurance  that the  Company  will be able to  effectively
manage  the  expansion  of its  operations,  that  the  Company's  systems,
procedures or controls will be adequate to support the Company's operations
or that  Company  management  will be able to achieve  the rapid  execution
necessary  to  fully  exploit  the  market  opportunity  for the  Company's
products and services.  Any inability to manage  growth  effectively  could
have a  material  adverse  effect on the  Company's  business,  results  of
operations  and  financial  condition.  See  "Management's  Discussion  and
Analysis of Financial Condition and Results of Operations" and "Business."

Competition for Management Time; Potential Conflicts of Interest

   
     Michael S. Egan is the Chairman of the Company and, as such,  Mr. Egan
serves as Chairman of the Board of Directors and as an executive officer of
the Company with primary  responsibility for day-to-day  strategic planning
and  financing  arrangements.  After  the  Offerings,  Mr.  Egan  will also
continue to be the controlling  investor of Dancing Bear Investments,  Inc.
("Dancing  Bear  Investments"),  Chairman  and Chief  Executive  Officer of
Certified  Vacations and Chairman of  AutobyInternet,  related  entities of
Dancing Bear  Investments.  Dancing Bear Investments may also acquire other
entities  in the  future.  Edward  A.  Cespedes  is the Vice  President  of
Corporate  Development  of the  Company  with  primary  responsibility  for
corporate  development  opportunities  including  mergers and acquisitions.
After the Offerings, Mr. Cespedes will also continue to serve as a Managing
Director of Dancing Bear  Investments.  Messrs.  Egan and Cespedes have not
committed to devote any specific percentage of their business time with the
Company.   Accordingly,   the  Company   will  compete  with  Dancing  Bear
Investments and related  entities for the management  time of Messrs.  Egan
and Cespedes.  The Company has recently begun e-commerce  arrangements with
certain  entities  controlled  by Dancing  Bear  Investments  which are not
currently material to the Company.  See "Certain  Relationships and Related
Transactions."  These  arrangements  are not the  result  of  arms'  length
negotiations, although the Company believes they are on terms that would be
as favorable to the Company as would have been  obtained on an arms' length
basis. Due to their  relationships  with Dancing Bear Investments,  Messrs.
Egan and Cespedes will have an inherent  conflict of interest in making any
decision  related to transactions  between entities related to Dancing Bear
Investments  and the Company.  The Company  intends to review related party
transactions in the future on a case-by-case basis.
    

Enhancement and Development of theglobe.com

     To remain  competitive,  the  Company  must  continue  to enhance  and
improve the responsiveness,  functionality and features of theglobe.com and
develop other products and services. Enhancements of or improvements to the
Web site may contain undetected programming errors that require significant
design  modifications,  resulting in a loss of customer confidence and user
support  and  a  decrease  in  the  value  of  the  Company's   brand  name
recognition.

     The Company plans to develop and introduce new features and functions,
such as increased  capabilities for user personalization and interactivity.
This will require the  development  or licensing  of  increasingly  complex
technologies. There can be no assurance that the Company will be successful
in  developing  or  introducing  such  features and  functions or that such
features  and  functions  will  achieve  market  acceptance  or enhance the
Company's brand name recognition. Any failure of the Company to effectively
develop and  introduce new features and  functions,  or the failure of such
new features and functions to achieve market  acceptance,  could materially
adversely  affect  the  Company's  business,   results  of  operations  and
financial condition.

     The  Company  also plans to develop and  introduce  new  products  and
services,  such as new  content  targeted  for  specific  user  groups with
particular  demographic  and  geographic  characteristics.  There can be no
assurance  that the Company will be successful in developing or introducing
such  products and services or that such products and services will achieve
market  acceptance or enhance the  Company's  brand name  recognition.  Any
failure of the Company to effectively  develop and introduce these products
and  services,  or the  failure of such  products  and  services to achieve
market acceptance,  could adversely affect the Company's business,  results
of  operations  and  financial  condition.   See   "Business--Products  and
Services."

Technological Change

     The market for  Internet  products and  services is  characterized  by
rapid technological developments,  evolving industry standards and customer
demands,  and frequent new product  introductions and  enhancements.  These
market characteristics are exacerbated by the emerging nature of the market
and the fact that many  companies  are expected to  introduce  new Internet
products and services in the near future. The Company's future success will
depend in  significant  part on its  ability  to  continually  improve  the
performance,  features  and  reliability  of the site in  response  to both
evolving  demands of the marketplace  and  competitive  product and service
offerings,  and  there  can  be no  assurance  that  the  Company  will  be
successful in doing so. In addition,  the widespread adoption of developing
multimedia  enabling  technologies could require fundamental changes in the
Company's technology and could fundamentally  affect the nature,  viability
and  measurability  of  Internet-based  advertising,  which could adversely
affect  the  Company's  business,   results  of  operations  and  financial
condition. See "Business--Products and Services."

Risk of Capacity Constraints and Systems Failures

     A key element of the  Company's  strategy is to generate a high volume
of user  traffic.  The  Company's  ability  to attract  advertisers  and to
achieve market acceptance of its products and services, and its reputation,
depend  significantly  upon the  performance of the Company and its network
infrastructure  (including its server,  hardware and software).  Any system
failure that causes  interruption  or slower response time of the Company's
products and services  could  result in less traffic to the  Company's  Web
site and, if sustained or repeated,  could reduce the attractiveness of the
Company's  products and services to advertisers and licensees.  An increase
in the volume of user traffic  could  strain the capacity of the  Company's
technical  infrastructure,  which  could  lead to slower  response  time or
system  failures,  and  adversely  affect  the  delivery  of the  number of
impressions that are owed to advertisers and thus the Company's advertising
revenues.  In  addition,  as the  number  of Web  pages  on  and  users  of
theglobe.com  increase,  there can be no assurance that the Company and its
technical infrastructure will be able to grow accordingly,  and the Company
faces  risks  related to its ability to scale up to its  expected  customer
levels while maintaining superior performance. Any failure of the Company's
server  and  networking  systems  to handle  current  or higher  volumes of
traffic would have a material  adverse  effect on the  Company's  business,
results of operations and financial condition.

     The Company intends to enter into a Web hosting agreement with a third
party (the "Host") by the end of 1998. Pursuant to the agreement,  the Host
is  expected  to  provide  and  manage  power  and  environmentals  for the
Company's   networking   and  server   equipment   and  also  provide  site
connectivity  to  the  Internet.  Any  disruption  in the  Internet  access
provided by the Host or any failure of the Company's  server and networking
systems  to handle  current  or higher  volumes  of  traffic  could  have a
material  adverse effect on the Company's  business,  results of operations
and financial condition.

     The Company is also dependent upon third parties to provide  potential
users with Web  browsers and Internet  and online  services  necessary  for
access  to the site.  In the  past,  users  have  occasionally  experienced
difficulties  with  Internet and online  services  due to system  failures,
including failures  unrelated to the Company's  systems.  Any disruption in
Internet  access  provided by third parties  could have a material  adverse
effect on the  Company's  business,  results of  operations  and  financial
condition.  Furthermore, the Company is dependent on hardware suppliers for
prompt delivery,  installation and service of equipment used to deliver the
Company's products and services.

     The  Company's  operations  are  dependent in part upon its ability to
protect  its  operating  systems  against  damage from human  error,  fire,
floods,  power loss,  telecommunications  failures,  break-ins  and similar
events.  The Company  does not  presently  have  redundant,  multiple  site
capacity in the event of any such occurrence. Despite the implementation of
network security  measures by the Company,  its servers are also vulnerable
to computer  viruses,  break-ins and similar  disruptions from unauthorized
tampering  with the Company's  computer  systems.  The occurrence of any of
these  events  could  result in the  interruption,  delay or  cessation  of
service,  which  could  have a  material  adverse  effect on the  Company's
business,  results of operations and financial condition.  In addition, the
Company's  reputation  and  theglobe.com  brand  could  be  materially  and
adversely affected. See "Business--Facilities."

Security Risks

   
     Experienced  programmers  ("hackers")  have  attempted  on occasion to
penetrate the Company's  network  security.  The Company expects that these
attempts, some of which have succeeded, will continue to occur from time to
time.  Because a hacker  who is able to  penetrate  the  Company's  network
security   could   misappropriate    proprietary   information   or   cause
interruptions  in the Company's  products and services,  the Company may be
required to expend significant  capital and resources to protect against or
to alleviate problems caused by such parties. Additionally, the Company may
not have a timely  remedy  against a hacker  who is able to  penetrate  its
network security.  Such purposeful  security breaches could have a material
adverse  effect  on the  Company's  business,  results  of  operations  and
financial  condition,  although  such actions have not been so to date.  In
addition to purposeful security breaches,  the inadvertent  transmission of
computer  viruses  could expose the Company to a risk of loss or litigation
and possible liability.

     In  offering  certain  payment  services  through  its   "globeStores"
program,  the Company could become  increasingly  reliant on encryption and
authentication  technology  licensed  from third  parties  to  provide  the
security and  authentication  necessary to effect  secure  transmission  of
confidential information, such as customer credit card numbers. Advances in
computer  capabilities,  discoveries in the field of cryptography and other
discoveries,  events, or developments  could lead to a compromise or breach
of the algorithms that the Company's licensed encryption and authentication
technology  used  to  protect  such  confidential  information.  If  such a
compromise or breach of the Company's  licensed  encryption  authentication
technology occurs, it could have a material adverse effect on the Company's
business, results of operations and financial condition. The Company may be
required  to expend  significant  capital  and  resources  and  engage  the
services of third parties to protect  against the threat of such  security,
encryption and authentication  technology breaches or to alleviate problems
caused  by  such   breaches.   Concerns   over  the  security  of  Internet
transactions  and the  privacy of users may also  inhibit the growth of the
Internet  generally,  particularly  as a  means  of  conducting  commercial
transactions.
    

Intense Competition

     The market for  members,  users and  Internet  advertising  is new and
rapidly  evolving,  and competition  for members,  users and advertisers is
intense and is expected  to increase  significantly.  Barriers to entry are
relatively  insubstantial  and the Company may face  competitive  pressures
from many additional companies both in the United States and abroad.

     The  Company  believes  that the  principal  competitive  factors  for
companies seeking to create  communities on the Internet are critical mass,
functionality  of the Web site,  brand  recognition,  member  affinity  and
loyalty,  broad  demographic  focus and open  access  for  visitors.  Other
companies that are primarily focused on creating  Internet  communities are
Tripod, Inc., a subsidiary of Lycos, Inc. ("Tripod"),  and GeoCities,  Inc.
("GeoCities"), and, in the future, Internet communities may be developed or
acquired by companies currently operating Web directories,  search engines,
shareware  archives and content  sites,  and by commercial  online  service
providers ("OSPs"), Internet service providers ("ISPs") and other entities,
certain of which may have more resources than the Company. Furthermore, the
Company competes for users and advertisers with other content providers and
with  thousands of Web sites  operated by  individuals,  the government and
educational institutions.  Such providers and sites include America Online,
Inc. ("AOL"), Angelfire Communications ("Angelfire"),  CNET, Inc. ("CNET"),
CNN/Time Warner, Inc. ("CNN/Time Warner"), Excite, Inc. ("Excite"), Hotmail
Corporation  ("Hotmail"),  Infoseek Corporation  ("Infoseek"),  Lycos, Inc.
("Lycos"),  Microsoft Corporation  ("Microsoft"),  Netscape  Communications
Corporation  ("Netscape"),  Switchboard  Inc.  ("Switchboard"),  Xoom  Inc.
("Xoom") and Yahoo! Inc.  ("Yahoo!").  In addition,  the Company could face
competition  in the  future  from  traditional  media  companies,  such  as
newspaper,  magazine,  television and radio  companies,  a number of which,
including Disney, CBS and NBC, have recently made significant  acquisitions
of or investments in Internet companies.

     The  Company  believes  that  the  principal  competitive  factors  in
attracting advertisers include the amount of traffic on its Web site, brand
recognition,  customer  service,  the demographics of the Company's members
and users,  the  Company's  ability  to offer  targeted  audiences  and the
overall  cost-effectiveness  of  the  advertising  medium  offered  by  the
Company. The Company believes that the number of Internet companies relying
on Internet-based advertising revenue, as well as the number of advertisers
on the Internet and the number of users, will increase substantially in the
future.  Accordingly,  the Company will likely face increased  competition,
resulting in increased  pricing pressures on its advertising  rates,  which
could have a material adverse effect on the Company.

     Many of the Company's  existing and potential  competitors,  including
companies  operating Web directories  and search  engines,  and traditional
media companies,  have longer  operating  histories in the Internet market,
greater name recognition,  larger customer bases and significantly  greater
financial,  technical  and  marketing  resources  than  the  Company.  Such
competitors may be able to undertake more extensive marketing campaigns for
their  brands and  services,  adopt  more  aggressive  advertising  pricing
policies  and  make  more   attractive   offers  to  potential   employees,
distribution  partners,  commerce  companies,  advertisers  and third-party
content  providers.  Furthermore,  the  Company's  existing  and  potential
competitors may develop  communities  that are equal or superior in quality
to, or that achieve greater market acceptance than, theglobe.com. There can
be no  assurance  that the  Company  will be able to  compete  successfully
against its current or future competitors or that competition will not have
a material adverse effect on the Company's business,  results of operations
and financial condition.

     There can be no assurance  that Web sites  maintained by the Company's
existing and potential  competitors will not be perceived by advertisers as
being more desirable for placement of advertisements than theglobe.com.  In
addition, many of the Company's current advertising customers and strategic
partners have established  collaborative  relationships with certain of the
Company's existing or potential competitors. There can be no assurance that
the Company  will be able to retain or grow its  membership  base,  traffic
levels  and  advertising  customer  base  at  historical  levels,  or  that
competitors will not experience better retention or greater growth in these
areas than the Company. Accordingly,  there can be no assurance that any of
the Company's  advertising  customers and strategic partners will not sever
or will elect not to renew their agreements with the Company, the result of
which  could  have a material  adverse  effect on the  Company's  business,
results of operations and financial condition.

Dependence on Third-Party Relationships

     The Company is and will  continue to be  significantly  dependent on a
number of third-party relationships to increase traffic on theglobe.com and
thereby  generate  advertising  revenues,  maintain  the  current  level of
service and variety of content for its members, and meet future milestones.
The Company is generally dependent on other Web site operators that provide
links to  theglobe.com.  The Company  also has  relationships  with several
online  retailers  whereby the Company is paid for providing to them online
storefronts    and    promotional    materials   on    theglobe.com.    See
"Business--Business  Strategy--Increase  New Membership Acquisition through
Strategic Alliances."

     Most of the Company's arrangements with third-party Internet sites and
other   third-party   service  providers  do  not  require  future  minimum
commitments to use the Company's  services or to provide access or links to
the Company's services or products, are not exclusive and are short-term or
may be  terminated at the  convenience  of the other party.  Moreover,  the
Company  does  not have  agreements  with the  majority  of other  Web site
operators that provide links to  theglobe.com,  and such Web site operators
may terminate such links at any time without  notice to the Company.  There
can be no assurance that third parties regard their  relationship  with the
Company as important to their own  respective  businesses  and  operations,
that they will not reassess their  commitment to the Company at any time in
the future or that they will not develop their own competitive  services or
products.

     There can be no  assurance  that the Company  will be able to maintain
relationships  with third  parties that supply the Company with software or
products that are crucial to the Company's  success,  or that such software
or  products  will be able to  sustain  any  third-party  claims  or rights
against  their  use.  Furthermore,  there  can  be no  assurance  that  the
software,  services or products of those  companies  that provide access or
links to the Company's  services or products will achieve market acceptance
or  commercial  success.  Accordingly,  there can be no assurance  that the
Company's   existing   relationships  will  result  in  sustained  business
partnerships,  successful service or product offerings or the generation of
significant  revenues  for  the  Company.  Failure  of one or  more  of the
Company's strategic  relationships to achieve or maintain market acceptance
or  commercial  success  or  the  termination  of one  or  more  successful
strategic  relationships  could  have  a  material  adverse  effect  on the
Company's  business,  results of  operations  and financial  condition.  In
particular,  the elimination of a  pre-installed  bookmark on a Web browser
that directs traffic to the Company's Web site could  significantly  reduce
traffic on the  Company's  Web site,  which  would have a material  adverse
effect on the  Company's  business,  results of  operations  and  financial
condition. See "Business--Corporate Alliances and Relationships."

Additional Financing Requirements

   
     The  Company  currently  anticipates  that  the  net  proceeds  of the
Offerings,  together with  available  funds and cash flows  generated  from
advertising revenues,  will be sufficient to meet its anticipated needs for
working capital,  capital  expenditures and business expansion for the next
12 months. The Company expects that it will continue to experience negative
operating cash flow for the  foreseeable  future as a result of significant
spending on advertising and  infrastructure.  Accordingly,  the Company may
need to raise  additional  funds in a  timely  manner  in order to fund its
anticipated  expansion,  develop  new or  enhanced  services  or  products,
respond  to  competitive  pressures  or  acquire  complementary   products,
businesses  or  technologies.  If additional  funds are raised  through the
issuance of equity or convertible debt securities, the percentage ownership
of the  stockholders  of the  Company  will be  reduced,  stockholders  may
experience  additional  dilution  and  such  securities  may  have  rights,
preferences  or  privileges  senior to those of the  holders  of the Common
Stock.  There  can  be no  assurance  that  additional  financing  will  be
available on terms  favorable to the Company,  or at all. If adequate funds
are not available or are not available on acceptable terms, the Company may
not  be  able  to  fund  its  expansion,   take  advantage  of  acquisition
opportunities,  develop  or  enhance  services  or  products  or respond to
competitive pressures.  See "Use of Proceeds" and "Management's  Discussion
and Analysis of Financial  Condition  and Results of  Operations--Liquidity
and Capital Resources."
    

Risks Associated with Potential Acquisitions

     As part of its  business  strategy,  the  Company  expects  to  review
acquisition prospects that would complement its existing business,  augment
the   distribution   of  its   community   or  enhance  its   technological
capabilities.   Future   acquisitions   by  the  Company  could  result  in
potentially  dilutive issuances of equity  securities,  large and immediate
write-offs,   the  incurrence  of  debt  and   contingent   liabilities  or
amortization  expenses related to goodwill and other intangible assets, any
of which could  materially  and adversely  affect the  Company's  business,
results of operations and financial condition.

     Furthermore,  acquisitions  entail  numerous risks and  uncertainties,
including  difficulties  in  the  assimilation  of  operations,  personnel,
technologies,  products and information  systems of the acquired companies,
the diversion of management's  attention from other business concerns,  the
risks of entering  geographic and business markets in which the Company has
no or limited prior  experience  and the potential loss of key employees of
acquired  organizations.  The Company has not made any  acquisitions in the
past.  No  assurance  can be  given as to the  ability  of the  Company  to
successfully integrate any businesses,  products, technologies or personnel
that might be acquired in the future,  and the failure of the Company to do
so could have a material adverse effect on the Company's business,  results
of operations and financial condition.

Reliance on Intellectual Property and Proprietary Rights

     The  Company  regards  substantial   elements  of  its  Web  site  and
underlying  technology as proprietary and attempts to protect it by relying
on  trademark,   service   mark,   copyright  and  trade  secret  laws  and
restrictions on disclosure and  transferring  title and other methods.  The
Company also  generally  enters into  confidentiality  agreements  with its
employees and  consultants  and in connection  with its license  agreements
with  third  parties  and  generally   seeks  to  control   access  to  and
distribution  of  its  technology,   documentation  and  other  proprietary
information.  Despite  these  precautions,  it may be possible  for a third
party  to copy or  otherwise  obtain  and  use  the  Company's  proprietary
information   without   authorization  or  to  develop  similar  technology
independently.  The Company  pursues the  registration of its trademarks in
the United States and internationally.  The Company has registered a United
States  trademark  for  theglobe.  The  Company  has  filed  United  States
trademark    applications   for   theglobe.com   and   theglobe.com   logo.
Additionally,   the  Company  has  submitted  trademark   applications  for
theglobe.com and theglobe.com logo in Australia, Brazil, Canada, China, the
European  Union  (covering  Austria,  Belgium,  Denmark,  Finland,  France,
Germany,  Greece, Italy, Ireland,  Luxembourg,  the Netherlands,  Portugal,
Spain,  Sweden  and the United  Kingdom),  Hong Kong,  Israel,  Japan,  New
Zealand, Norway, Russia, Singapore,  South Africa,  Switzerland and Taiwan.
Effective  trademark,  service mark,  copyright and trade secret protection
may not be available in every country in which the  Company's  services are
distributed   or  made  available   through  the  Internet,   and  policing
unauthorized use of the Company's proprietary information is difficult. See
"Business--Intellectual Property and Proprietary Rights."

     Legal standards relating to the validity,  enforceability and scope of
protection of certain proprietary rights in Internet-related businesses are
uncertain  and  still  evolving,  and no  assurance  can be given as to the
future viability or value of any of the Company's proprietary rights. There
can be no  assurance  that the  steps  taken by the  Company  will  prevent
misappropriation  or  infringement of its  proprietary  information,  which
could have a material adverse effect on the Company's business,  results of
operations and financial condition.

     Litigation  may be  necessary  in the future to enforce the  Company's
intellectual  property rights, to protect the Company's trade secrets or to
determine the validity and scope of the proprietary rights of others.  Such
litigation might result in substantial costs and diversion of resources and
management  attention.  Furthermore,  there  can be no  assurance  that the
Company's business activities will not infringe upon the proprietary rights
of  others,  or that other  parties  will not  assert  infringement  claims
against the  Company,  including  claims  that by  directly  or  indirectly
providing hyperlink text links to Web sites operated by third parties,  the
Company is liable for copyright or trademark  infringement.  Moreover, from
time to time, the Company may be subject to claims of alleged  infringement
by the Company or its members of the  trademarks,  service  marks and other
intellectual  property  rights of third parties.  Although such claims have
not resulted in any significant litigation or had a material adverse effect
on  the  Company's   business  to  date,  such  claims  and  any  resultant
litigation,  should it occur,  might  subject  the  Company to  significant
liability  for  damages,  might  result in  invalidation  of the  Company's
proprietary   rights  and,  even  if  not  meritorious,   could  result  in
substantial  costs and diversion of resources and management  attention and
could have a material adverse effect on the Company's business,  results of
operations and financial condition.

     The Company currently licenses from third parties certain technologies
incorporated into  theglobe.com.  As the Company continues to introduce new
services that incorporate new  technologies,  it may be required to license
additional  technology  from others.  There can be no assurance  that these
third-party  technology  licenses  will  continue  to be  available  to the
Company on commercially  reasonable terms, if at all.  Additionally,  there
can be no assurance that the third parties from which the Company currently
licenses its  technology  will be able to defend their  proprietary  rights
successfully against claims of infringement.  As a result, any inability of
the  Company to obtain any of these  technology  licenses  could  result in
delays or reductions in the introduction of new services or could adversely
affect the performance of its existing services until equivalent technology
can be identified,  licensed and  integrated.  See  "Business--Intellectual
Property and Proprietary Rights."

Government Regulation and Legal Uncertainties Associated with the Internet

     A number of legislative and regulatory  proposals under  consideration
by federal, state, local and foreign governmental organizations may lead to
laws or regulations concerning various aspects of the Internet,  including,
but not limited to, online content, user privacy, taxation, access charges,
liability for third-party activities and jurisdiction.  Additionally, it is
uncertain as to how existing  laws will be applied by the  judiciary to the
Internet.  The adoption of new laws or the application of existing laws may
decrease  the  growth  in the  use of the  Internet,  which  could  in turn
decrease the demand for the Company's services, increase the Company's cost
of doing  business,  or  otherwise  have a material  adverse  effect on the
Company's  business,  results of operations  and financial  condition.  See
"Business-- Government Regulation and Legal Uncertainties."

     There can be no assurance  that the United  States or foreign  nations
will not enact  legislation or seek to enforce existing laws prohibiting or
restricting  certain content,  such as online gambling,  from the Internet.
Currently, online gambling advertisers account for under ten percent of the
Company's  advertising  revenues.  Prohibition  and restriction of Internet
content could dampen the growth of Internet use, decrease the acceptance of
the Internet as a communications and commercial medium,  expose the Company
to liability, and/or require substantial modification of theglobe.com,  and
thereby have a material adverse effect on the Company's  business,  results
of operations and financial condition.

     Internet  user  privacy has become an issue both in the United  States
and  abroad.  Current  American  privacy law  consists  of a few  disparate
statutes  directed at specific  industries that collect personal data, none
of which specifically covers the collection of personal information online.
There can be no assurance  that the United  States or foreign  nations will
not adopt legislation  purporting to protect such privacy.  Any such action
could  affect  the way in which the  Company  is  allowed  to  conduct  its
business,  especially  those aspects that involve the  collection or use of
personal  information,  and could  have a  material  adverse  effect on the
Company's business, results of operations and financial condition.

     The  tax  treatment  of  the  Internet  and  e-commerce  is  currently
unsettled.  A number of proposals have been made at the federal,  state and
local level and by certain foreign  governments  that could impose taxes on
the sale of goods and services and certain other Internet  activities.  The
United  States  Congress  is  considering  legislation  that would  place a
temporary  moratorium  on certain  types of taxation on Internet  commerce.
There can be no  assurance  that any such  legislation  will be  adopted by
Congress or what form it will take,  or that current  attempts at taxing or
regulating  commerce over the Internet would not  substantially  impair the
growth of commerce  and as a result have a material  adverse  effect on the
Company's business, results of operations and financial condition.

     Certain  local  telephone  carriers  have  asserted  that the  growing
popularity   and  use  of  the   Internet   has   burdened   the   existing
telecommunications  infrastructure,  and that many areas with high Internet
use have begun to  experience  interruptions  in telephone  service.  These
carriers have petitioned the Federal Communications  Commission (the "FCC")
to impose  access fees on ISPs and OSPs.  If such access fees are  imposed,
the costs of  communicating  on the Internet could increase  substantially,
potentially slowing the growth in use of the Internet,  which could in turn
decrease  demand for the Company's  services or increase the Company's cost
of doing business, and thus have a material adverse effect on the Company's
business, results of operations and financial condition.

   
     Although the Company's server is located in the State of New York, the
governments  of other states and foreign  countries  might  attempt to take
action  against the Company for  violations of their laws.  There can be no
assurance  that  violations  of such laws will not be alleged or charged by
state or foreign  governments  and that such laws will not be modified,  or
new laws enacted, in the future. Any of the foregoing could have a material
adverse  effect  on the  Company's  business,  results  of  operations  and
financial condition.
    

Liability for Information Retrieved from or Transmitted over the Internet

     Because materials may be downloaded by the online or Internet services
operated or  facilitated  by the Company or the Internet  access  providers
with which it has  relationships  and may be  subsequently  distributed  to
others,  there is a potential  that claims will be made against the Company
for defamation,  negligence,  copyright or trademark  infringement or other
theories  based on the nature and  content of such  materials.  Such claims
have been  brought  against  online  services in the past.  The Company has
received inquiries from third parties regarding such matters,  all of which
have been resolved to date without any payments or other  material  adverse
effect on the Company.  In addition,  the increased  attention focused upon
liability issues and legislative  proposals could impact the overall growth
of Internet use.

     The  Company  could  also be  exposed  to  liability  with  respect to
third-party  information  that may be accessible  through the Company's Web
site,  or through  content and  materials  that may be posted by members on
their personal Web sites or on chat rooms or bulletin boards offered by the
Company.  Such claims  might  include,  among  others,  that by directly or
indirectly  providing  hyperlink  text links to Web sites operated by third
parties or by providing hosting services for members' sites, the Company is
liable for copyright or trademark infringement or other wrongful actions by
such third parties  through such Web sites. It is also possible that if any
third-party content information provided on the Company's Web site contains
errors,  third  parties  could make  claims  against the Company for losses
incurred in reliance on such information.

     The Company offers e-mail service, which is provided by a third party.
See  "--Dependence on Third-Party  Relationships."  Such service may expose
the Company to potential risk, such as liabilities or claims resulting from
unsolicited e-mail ("spamming"),  lost or misdirected messages,  illegal or
fraudulent use of e-mail or interruptions or delays in e-mail service.

     The Company also enters into  agreements  with  commerce  partners and
sponsors  under  which the  Company is  entitled  to receive a share of any
revenue from the purchase of goods and services  through  direct links from
the  Company's  Web site.  Such  arrangements  may  expose  the  Company to
additional legal risks and uncertainties,  including potential  liabilities
to consumers of such  products and  services,  even if the Company does not
itself  provide such products or services.  While the Company's  agreements
with these  parties  often  provide  that the Company  will be  indemnified
against   such   liabilities,   there  can  be  no   assurance   that  such
indemnification, if available, will be adequate.

     Even to the  extent  such  claims do not  result in  liability  to the
Company,  the Company could incur  significant  costs in investigating  and
defending  against such claims.  The imposition on the Company of potential
liability for information  carried on or  disseminated  through its systems
could  require the Company to implement  measures to reduce its exposure to
such liability,  which may require the expenditure of substantial resources
and limit the  attractiveness  of the  Company's  services  to members  and
users.  While the  Company  will  attempt  to reduce its  exposure  to such
liability  through  the use of  member  agreements  and user  policies  and
disclaimers,  the  enforceability  and  effectiveness  of such measures are
uncertain.

     Although  the  Company  carries  general  liability   insurance,   the
Company's  insurance  may not  cover  all  potential  claims to which it is
exposed or may not be adequate to indemnify  the Company for all  liability
that may be imposed.  Any  imposition  of liability  that is not covered by
insurance  or is in excess of  insurance  coverage  could  have a  material
adverse  effect  on the  Company's  business,  results  of  operations  and
financial condition.

Risks Associated with International Operations and Expansions

     A  part  of  the   Company's   strategy  is  to  continue  to  develop
theglobe.com community model in international markets. Approximately 25% to
35% of the  Company's  monthly  traffic  originates  from abroad,  although
substantially all of the Company's  advertising revenue is generated in the
United States. There can be no assurance that the Internet or the Company's
community  model will become widely accepted for advertising and e-commerce
in any  international  markets.  In addition,  the Company expects that the
success of any  additional  foreign  operations  it initiates in the future
will also be substantially  dependent upon local partners. If revenues from
international  ventures are not adequate to cover the  investments  in such
activities,  the Company's  business,  results of operations  and financial
condition  could be  materially  and  adversely  affected.  The Company may
experience difficulty in managing  international  operations as a result of
difficulty in locating an effective foreign partner, competition, technical
problems,  local laws and  regulations,  distance and language and cultural
differences,  and  there  can  be no  assurance  that  the  Company  or its
international  partners will be able to successfully market and operate the
Company's  community  model in foreign  markets.  The Company also believes
that, in light of substantial anticipated competition, it will be necessary
to move quickly into  international  markets in order to effectively obtain
market share,  and there can be no assurance  that the Company will be able
to do so.  There  are  certain  risks  inherent  in  doing  business  on an
international level, such as unexpected changes in regulatory requirements,
trade barriers,  difficulties in staffing and managing foreign  operations,
fluctuations in currency exchange rates,  longer payment cycles in general,
problems  in  collecting  accounts  receivable,   difficulty  in  enforcing
contracts,  political  and economic  instability,  seasonal  reductions  in
business  activity  in  certain  other  parts of the world and  potentially
adverse tax  consequences.  There can be no  assurance  that one or more of
such  factors  will not have a  material  adverse  effect on the  Company's
future  international  operations  and,  consequently,   on  the  Company's
business, results of operations and financial condition.

Control by Current Stockholders

   
     Following  the  completion  of the  Offerings,  Michael S.  Egan,  the
Chairman of the  Company,  will  beneficially  own or control,  directly or
indirectly,       shares  of  Common  Stock  which  in the  aggregate  will
represent approximately    % of the outstanding shares of Common Stock (and
    shares and    % on a fully diluted  basis).  Following  consummation of
the  Offerings,   Messrs.  Krizelman  and  Paternot,   collectively,   will
beneficially  own    % of the Common Stock (   % on a fully diluted basis).
Following the Offerings,  Messrs.  Egan, Krizelman and Paternot and certain
directors of the Company will hold  outstanding  Warrants  exercisable  for
4,046,018  shares of Common  Stock.  See  "Description  of Capital Stock --
Warrants."  Messrs.  Egan,  Krizelman  and Paternot  expect to enter into a
voting agreement (the "Voting Agreement") pursuant to which Mr. Egan agrees
to vote for certain nominees of Messrs. Krizelman and Paternot to the Board
of  Directors  and Messrs.  Krizelman  and  Paternot  agree to vote for the
nominees  of Mr.  Egan to the Board who will  represent  a majority  of the
Board of Directors.  Accordingly,  Mr. Egan will have theability to elect a
majority of the  directors of the company and Messrs.  Egan,  Krizelman and
Paternot  will also have the  ability to control  theoutcome  of all issues
submitted to a vote of the stockholders of the Company  requiring  majority
approval.  See  "Principal  Stockholders."  The Voting  Agreement will also
provide  that  Messrs.  Egan,  Krizelman  and  Paternot  will be subject to
certain  "tag-along" and "drag-along" rights in connection with any private
sale of securities of the Company after the  Offerings.  Voting  control by
Messrs.  Egan,  Krizelman  and Paternot  may  discourage  certain  types of
transactions  involving  an actual or  potential  change of  control of the
Company,  including transactions in which the holders of Common Stock might
receive a premium  for their  shares over  prevailing  market  prices.  See
"Certain Relationships and Related Transactions."
    

Impact of the Year 2000

     The Year  2000  issue  is the  potential  for  system  and  processing
failures of date-related data and the result of computer-controlled systems
using two  digits  rather  than four to define  the  applicable  year.  For
example,  computer programs that have time-sensitive software may recognize
a date using "00" as the year 1900  rather  than the year 2000.  This could
result  in  system  failure  or  miscalculations   causing  disruptions  of
operations, including, among other things, a temporary inability to process
transactions,   send  invoices  or  engage  in  similar   normal   business
activities.

     The Company has reviewed its internal programs and has determined that
there are no significant  Year 2000 issues within the Company's  systems or
services.  However, although the Company believes that its systems are Year
2000 compliant,  the Company  utilizes  third-party  equipment and software
that may not be Year 2000 compliant.  Failure of such third-party equipment
or software to operate properly with regard to the year 2000 and thereafter
could  require  the Company to incur  unanticipated  expenses to remedy any
problems,  which  could have a  material  adverse  effect on the  Company's
business,  results of operations and financial condition. The Company is in
the process of contacting  all of its  significant  suppliers and strategic
partners to determine the extent to which the Company's  interface  systems
are vulnerable to these third parties'  failure to remediate their own Year
2000 issues.  Furthermore,  the purchasing  patterns of advertisers  may be
affected by Year 2000 issues as companies expend  significant  resources to
correct their current systems for Year 2000 compliance.  These expenditures
may  result  in  reduced  funds  available  for  Internet   advertising  or
sponsorship  of  Internet  services,  which  could have a material  adverse
effect on the  Company's  business,  results of  operations  and  financial
condition.

Impact of General Economic Conditions

     Time spent on the Internet by individuals,  purchases of new computers
and  purchases  of   membership   subscriptions   to  Internet   sites  are
discretionary  for  consumers and may be  particularly  affected by adverse
trends in the  general  economy.  The success of the  Company's  operations
depends  to a  significant  extent  upon a number of  factors  relating  to
discretionary   consumer  spending,   including  economic  conditions  (and
perceptions of such conditions by consumers)  affecting disposable consumer
income  such  as  employment,  wages  and  salaries,  business  conditions,
interest rates,  availability of credit and taxation,  for the economy as a
whole and in regional and local markets where the Company  operates.  There
can be no assurance that consumer  spending will not be adversely  affected
by general economic conditions, which could negatively impact the Company's
results of operations or financial condition. Any significant deterioration
in general  economic  conditions or increases in interest rates may inhibit
consumers'  use of  credit  and  cause a  material  adverse  effect  on the
Company's revenues and profitability.  In addition,  the Company's business
strategy  relies on  advertising  by and  agreements  with  other  Internet
companies.  Any significant  deterioration in general  economic  conditions
that adversely  affected these companies could also have a material adverse
effect on the  Company's  business,  results of  operations  and  financial
condition.

No Prior Public Market; Possible Volatility of Stock Price

   
     Prior to the Offerings, there has been no public market for the Common
Stock.  Although the Company  intends to apply for  quotation on the Nasdaq
National Market,  if the Common Stock is listed,  there can be no assurance
as to the  development  or liquidity  of any trading  market for the Common
Stock or that  investors  in the Common  Stock will be able to resell their
shares at or above the initial public  offering  price.  The initial public
offering  price for the shares of Common Stock will be  determined  through
negotiations  between the Company and  representatives  of the Underwriters
and may not be indicative of the market price of the Common Stock after the
Offering.  See  "Underwriting."  The trading price of the Company's  Common
Stock  could be subject  to wide  fluctuations  in  response  to  quarterly
variations in operating results, announcements of technological innovations
or new products and services by the Company or its competitors,  changes in
financial estimates by securities  analysts,  the operating and stock price
performance of other  companies  that investors may deem  comparable to the
Company  and other  events or factors.  In  addition,  the stock  market in
general,   and  the  market  prices  for   Internet-related   companies  in
particular,  have  experienced  extreme  volatility  that  often  has  been
unrelated  to the  operating  performance  of such  companies.  These broad
market and industry  fluctuations may adversely affect the trading price of
the  Company's  Common  Stock,   regardless  of  the  Company's   operating
performance.
    

Shares Eligible for Future Sale; No Prior Trading Market; Registration Rights

   
     Upon consummation of the Offerings,  the Company will have outstanding
a total of       shares of Common Stock,  and  approximately  1,235,000 and
1,425,941 shares of Common Stock subject to stock options granted under the
Company's 1998 Stock Option Plan and 1995 Stock Option Plan,  respectively.
See  "Management--Executive  Compensation."  Of such shares,  the shares of
Common  Stock being sold in the  Offerings  (together  with any shares sold
upon  exercise  of  the  Underwriters'   over-allotment  options)  will  be
immediately  eligible for sale in the public  market  without  restriction,
except for shares  purchased by or issued to any "affiliate" of the Company
(within the  meaning of the  Securities  Act).  All of the shares of Common
Stock outstanding prior to the Offering will be "restricted  securities" as
such term is defined under Rule 144 under the  Securities  Act ("Rule 144")
in that such  shares were issued in private  transactions  not  involving a
public  offering.  Restricted  securities  may be sold in the public market
only if  registered or if they qualify for an exemption  from  registration
under Rules 144,  144(k)or  701  promulgated  under the  Securities  Act or
another exemption from registration.  In addition, upon consummation of the
Offerings,  4,046,018 shares of Common Stock will be issuable upon exercise
of an outstanding  Warrants.  Approximately  shares of Common Stock are not
subject to the volume  limitations  of Rule 144 and are currently  eligible
for sale in the public market without  restriction,  except for shares held
by an "affiliate" of the Company.  Certain holders of the Company's  Common
Stock have been  granted  registration  rights with respect to such shares.
Additionally,  holders of all of the Company's outstanding equity have been
granted registration rights with respect to the shares of Common Stock into
which their securities are convertible. See "Description of Capital Stock--
Registration  Rights."  However,  pursuant  to the terms of the  agreements
pursuant to which the registration  rights were granted,  such holders have
agreed not to sell or otherwise transfer or dispose of any shares of Common
Stock or other  securities  of the Company held by them without the consent
of the Company for a period of seven days prior to and up to 180 days after
the date of this Prospectus.  Additionally,  the Company and members of the
Company's  management who are stockholders of the Company and certain other
stockholders have agreed that, subject to certain exceptions,  for a period
of 180 days after the date of this  Prospectus,  without the prior  written
consent of Bear, Stearns & Co. Inc., they will not, directly or indirectly,
issue, sell, offer or agree to sell, grant any option for the sale, pledge,
make any short sale, establish an open "put equivalent position" within the
meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of any
shares of Common Stock (or securities  convertible into, exercisable for or
exchangeable   for  Common   Stock)  of  the  Company  or  of  any  of  its
subsidiaries.  The Company intends to file a registration statement on Form
S-8 for the shares held  pursuant to its option  plans and stock  incentive
plan  that  may make  those  shares  freely  tradeable.  Such  registration
statement will become effective immediately upon filing, and shares covered
by that  registration  statement will thereupon be eligible for sale in the
public markets,  subject to the applicable  lock-up agreements and Rule 144
limitations  applicable  to  affiliates.  See "Shares  Eligible  for Future
Sale."
    

     No information is currently available and no prediction can be made as
to the timing or amount of future  sales of such shares or the  effect,  if
any, that future sales of shares,  or the availability of shares for future
sale,  will have on the market  price of the Common Stock  prevailing  from
time to time.  Sales of  substantial  amounts  of Common  Stock  (including
shares issuable upon the exercise of stock options), or the perception that
such sales could occur, could materially adversely affect prevailing market
prices for the Common  Stock and the ability of the Company to raise equity
capital  in  the  future.   See  "Shares  Eligible  for  Future  Sale"  and
"Description of Capital Stock--Registration Rights."

Antitakeover Effect of Certain Charter Provisions

   
     Prior to the  consummation  of the  Offerings,  the Board of Directors
expects to adopt a Rights Agreement  (defined below),  to be effective upon
the   consummation   of  the  Offerings,   that  may  have  the  effect  of
discouraging,  delaying or preventing a change in control of the Company or
unsolicited  acquisition  proposals.  Further,  certain  provisions  of the
Company's  Certificate  of  Incorporation  and By-Laws and of Delaware  law
could have the effect of delaying or  preventing a change in control of the
Company. See "Description of Capital Stock."
    

Dilution; Absence of Dividends

   
     Investors  purchasing  shares of Common  Stock in the  Offerings  will
incur  immediate  and  substantial  dilution of $ per share in net tangible
book value per share of the Common Stock from the initial  public  offering
price.  To the extent  outstanding  options to  purchase  Common  Stock are
exercised,  there will be further dilution.  In addition,  the Company does
not anticipate  paying any cash dividends in the  foreseeable  future.  See
"Dividend Policy" and "Dilution."
    
<PAGE>
           CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS


     This Prospectus contains  statements that constitute  "forward-looking
statements"  within the  meaning of Section 27A of the  Securities  Act and
Section  21E of the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange Act"). These forward-looking  statements can be identified by the
use of predictive,  future-tense or  forward-looking  terminology,  such as
"believes,"   "anticipates,"  "expects,"  "estimates,"  "may,"  "will,"  or
similar  terms.  These  statements  appear  in a number  of  places in this
Prospectus and include statements  regarding the intent,  belief or current
expectations of the Company, its directors or its officers with respect to,
among other things: (i) trends affecting the Company's  financial condition
or  results  of  operations;   (ii)  the  Company's   business  and  growth
strategies;  (iii)  the  Internet  and  Internet  commerce;  and  (iv)  the
Company's   financing   plans.   Investors  are  cautioned  that  any  such
forward-looking  statements  are not guarantees of future  performance  and
involve  significant risks and  uncertainties,  and that actual results may
differ materially from those projected in the forward-looking statements as
a result of various  factors.  Factors that could  adversely  affect actual
results and  performance  include,  among  others,  the  Company's  limited
operating  history,  dependence  on  continued  growth  in  the  use of the
Internet,  the Company's  unproven  business model,  dependence on members,
reliance on  advertising  revenues,  potential  fluctuations  in  quarterly
operating  results,  security risks of  transmitting  information  over the
Internet, government regulation,  technological change and competition. The
accompanying information contained in this Prospectus,  including,  without
limitation,  the  information  set forth under the heading "Risk  Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business"  identifies  important  additional  factors that
could   materially   adversely   affect  actual  results  and  performance.
Prospective  investors are urged to carefully  consider  such factors.  All
forward-looking  statements  attributable  to  the  Company  are  expressly
qualified in their entirety by the foregoing cautionary statement.

<PAGE>

   
                           CONCURRENT OFFERINGS

     Concurrent  with the  shares  offered  hereby  in the  Initial  Public
Offering,   the  Company  intends  to  sell  to  certain  individuals  (the
"Concurrent Purchasers") up to      shares of Common Stock at a price equal
to the  Initial  Public  Offering  price less  underwriting  discounts  and
commissions but including the Placement Agent Fee. The Company expects that
the Concurrent  Purchasers will include certain of the Company's  directors
and officers.  The Concurrent Offering will not be consummated with respect
to less than       shares.  In the event  the  Concurrent  Offering  is not
consummated  by the  closing  date  of the  Initial  Public  Offering,  the
Concurrent  Offering  will  be  terminated  and  all  payments  made by the
Concurrent  Purchasers in connection  with the Concurrent  Offering will be
promptly  returned.  All proceeds of the  Concurrent  Offering will be paid
directly to the Company and will be segregated  in a separate  non-interest
bearing bank account established by the Company pending the consummation of
the Concurrent Offering.  Bear, Stearns & Co. Inc. and Volpe Brown Whelan &
Company  are  acting  as  the  Placement  Agents  in  connection  with  the
Concurrent  Offering.  The Placement Agents will receive a fee of $     per
share  of  Common  Stock  sold  in the  Concurrent  Offering  and  will  be
indemnified  by  the  Company   against  certain   liabilities,   including
liabilities under the Securities Act. See "Underwriting."
    


                              USE OF PROCEEDS

   
     The net  proceeds to the Company from the sale of the shares of Common
Stock  offered  in  the  Offerings  by  the  Company  are  estimated  to be
approximately   $       million   (approximately   $       million  if  the
Underwriters'  overallotment  option is  exercised  in  full),  based on an
assumed  initial public  offering price of $     per share (the midpoint of
the  estimated  range)  and  after  deducting  the  estimated  underwriting
discounts  and  commissions,  Placement  Agent  Fees  and  other  estimated
offering expenses. See "Description of Capital Stock."

     The  Company  will  use  the  net  proceeds  of  the   Offerings   for
advertising,   brand  name  promotions  and  for  other  general  corporate
purposes,  including investment in the development and functionality of its
Web site,  enhancements of the Company's network infrastructure and working
capital.  The Company may also use a portion of the proceeds for  strategic
alliances and acquisitions.  Accordingly,  management will have significant
flexibility in applying the net proceeds of the Offerings. Pending any such
use, as described  above, the Company intends to invest the net proceeds in
interest-bearing instruments.
    

                              DIVIDEND POLICY

     The Company has not declared or paid any cash  dividends on its Common
Stock. The Company currently intends to retain its future earnings, if any,
to fund the development and growth of its business and, therefore, does not
anticipate  paying  any  cash  dividends  in the  foreseeable  future.  The
declaration  and  payment of  dividends  by the  Company are subject to the
discretion  of the Board of  Directors.  Any  future  determination  to pay
dividends  will depend on the Company's  results of  operations,  financial
condition, capital requirements, contractual restrictions and other factors
deemed relevant by the Board of Directors.
<PAGE>
                               CAPITALIZATION

     The following  table sets forth (i) the actual  capitalization  of the
Company as of June 30, 1998, (ii) the pro forma  capitalization  as of such
date,  after giving effect to the conversion of all  outstanding  shares of
Preferred Stock into Common Stock,  and (iii) the pro forma  capitalization
of the Company as of June 30, 1998 as  adjusted  to reflect the      shares
of Common Stock offered by the Company hereby at an assumed initial  public
offering price of $     per share. The capitalization information set forth
in the table below is qualified and should be read in conjunction  with the
Financial  Statements and Notes related thereto included  elsewhere in this
Prospectus.

                                                  June 30, 1998
                                ---------------------------------------------
                                                                   Pro Forma
                                            Actual    Pro Forma   As Adjusted
                                ---------------------------------------------
                               (Dollars in thousands, except per share data)
                                
Obligations under capital leases, 
excluding current installments..........$      629     $    629
Stockholders' equity:
  Preferred Stock, 3,000,000 
   shares authorized:
   Series A through E, $.001 
   par value; 2,900,001 shares 
   authorized; 2,899,991 shares           
   issued and outstanding (aggregate
   liquidation value of $21,886,110);
   none issued and outstanding, pro
   forma and pro forma as adjusted......         3           --
   
  Common Stock, $.001 par value;
    22,000,000 shares authorized, 
   actual and pro forma; 100,000,000 
   shares authorized, pro forma as 
   adjusted; 2,308,541 shares issued 
   and outstanding, actual; 13,341,527
   shares outstanding, pro forma;
   shares issued and outstanding, 
   pro forma as adjusted (1)............         2           13
   
  Unrealized loss on available-for-sale  
   securities...........................       (30)         (30)
   Additional paid-in capital...........    21,873       21,865
  Deferred compensation.................       (52)         (52)
  Accumulated deficit...................   (10,225)     (10,225)
  Total stockholders' equity............    11,571       11,571
                                           ========     ========
      Total capitalization..............   $12,200      $12,200     $
      ----------------------------------   ========     ========    ========

   
     (1) Based on the number of shares of Common  Stock  outstanding  as of
     June 30,  1998,  and adjusted to include  10,947,469  shares of Common
     Stock  that  will be  issued  upon  the  automatic  conversion  of the
     Company's existing Preferred Stock upon consummation of the Offerings.
     Excludes  4,046,018  shares of Common Stock issuable upon the exercise
     of outstanding  Warrants at an exercise price of  approximately  $1.45
     per  share   following  the   consummation   of  the  Offerings.   See
     "Description  of  Capital   Stock--Warrants."   If  the  Underwriters'
     over-allotment  option were exercised in full, an additional shares of
     Common  Stock would be offered by the Company and     shares of Common
     Stock would be outstanding  after the Offerings.  See  "Underwriting."
     Excludes (i) 1,235,000 and 1,425,941  shares of Common Stock  issuable
     upon the exercise of stock options that would be outstanding after the
     Offerings  under the  Company's  1998 Stock Option Plan and 1995 Stock
     Option Plan,  respectively,  at a weighted  average  exercise price of
     $     per share (based on an initial  public  offering price of $    )
     and $    per share, respectively and (ii) 565,000 and 12,00  shares of
     Common Stock  reserved for future  issuance  under the Company's  1998
     Stock Option Plan and the 1995 Stock Option  Plan,  respectively.  See
     "Capitalization,"  "Management--Executive  Compensation," "Description
     of Capital Stock" and Financial  Statements and Notes related  thereto
     appearing elsewhere in this Prospectus.
    

<PAGE>
                                  DILUTION

   
     The pro forma net  tangible  book value of the  Company as of June 30,
1998,  after giving effect to the conversion of all  outstanding  shares of
Preferred Stock into 10,947,469  shares of Common Stock was approximately $
     or $     per share of Common Stock.  Pro forma net tangible book value
per share is determined by dividing the pro forma tangible net worth of the
Company  (pro  forma  total  assets  less  goodwill  less pro  forma  total
liabilities)  by the number of shares of Common Stock.  After giving effect
to the sale of       shares of Common  Stock  offered  hereby at an assumed
initial public offering price of $     per share and the application of the
estimated  net proceeds  from the  Offerings,  pro forma net tangible  book
value of the  Company as of June 30,  1998 would have been $     per share.
This represents an immediate  increase in pro forma net tangible book value
of $     per share to existing  stockholders  and an immediate  dilution in
pro forma net tangible book value of $     per share to new investors.  The
following table illustrates this dilution on a per share basis:

    Assumed initial public offering price per share....           $____
                                                                   
     Pro forma net  tangible  book value per share as of  
     June 30, 1998.....................................   $____
     Increase per share attributable to new investors..    ____
    Pro forma net  tangible  book value per share  after
     the Offerings.....................................            ____
    Dilution per share to new investors................           $     (1)
                                                                  =======

- -----------

 (1) The  foregoing  computations  assume no exercise of the  Underwriters'
     overallotment  option,  stock  options or the  Warrants.  The Warrants
     entitle the holders  thereof to purchase  an  aggregate  of  4,046,018
     shares of Common Stock at an exercise price of approximately $1.45 per
     share. If the foregoing  Warrants had been exercised at June 30, 1998,
     pro forma net tangible book value per share after the Offerings  would
     have been $    ,  representing an immediate  dilution to new investors
     of $      per share and an  immediate  increase in net  tangible  book
     value of $      per share attributable to the Offerings.

     The following  table  summarizes,  as of June 30, 1998,  the number of
shares of Common Stock purchased from the Company,  the total consideration
paid and the average price per share paid by the existing  stockholders and
by new investors purchasing shares in this Offering (after giving effect to
the conversion of the outstanding  shares of Preferred Stock into shares of
Common Stock and before deduction of estimated  underwriting  discounts and
commissions and other estimated expenses of the Offerings):

                          Shares Purchased     Total Consideration    Average
                        -------- -----------  ---------------------     Price
                         Number  Percentage    Amount   Percentage   Per Share
                        -------- -----------  -------- ------------  ---------
Existing 
 stockholders(1)...... 13,341,527           $ 21,900,057             $ 1.64

Investors in the
 Concurrent Offering...                     $                        $
                       --------(2)            --------               ---------

Investors in the
 Initial Public 
 Offering 
                       ---------- ----------  -------- ------------  ---------

   Total...............        (3)    100%                   100%
                       ========== ==========  ======== ============  =========

- -------------------------

 (1) Assumes all of the Company's  outstanding Preferred Stock is converted
     into Common Stock.  Excludes 4,046,018 shares of Common Stock that may
     be issued upon the exercise of the Warrants at approximately $1.45 per
     share.

 (2) Represents an estimate of the number of shares to be purchased.   

 (3) Excludes  1,235,000 and 1,425,941  shares of Common Stock reserved for
     issuance  under options that will be  outstanding  after the Offerings
     pursuant to the  Company's  1998 Stock  Option Plan and the  Company's
     1995 Stock Option Plan,  respectively at a weighted  average  exercise
     price of $     per share (based on an initial public offering price of
     $    ) and $     per share,  respectively.  See "Management--Executive
     Compensation,"  "Description of Capital  Stock--Warrants" and Note ___
     of Notes to  Financial  Statements.  To the extent  outstanding  stock
     options  are  exercised,   there  will  be  further  dilution  to  new
     investors.
    
<PAGE>
                          SELECTED FINANCIAL DATA
               (Dollars in thousands, except per share data)

     The following selected  consolidated  financial data should be read in
conjunction  with the  Company's  Financial  Statements  and Notes  related
thereto and  "Management's  Discussion and Analysis of Financial  Condition
and Results of  Operations"  included  elsewhere  in this  Prospectus.  The
consolidated  statement of operations  data for the period from May 1, 1995
(inception)  to  December  31,  1995 and each of the years in the  two-year
period ended December 31, 1997, and the consolidated  balance sheet data at
December  31, 1996 and 1997,  are derived from the  consolidated  financial
statements of the Company which have been audited by KPMG Peat Marwick LLP,
independent accountants, and are included elsewhere in this Prospectus. The
balance sheet data at December 31, 1995 are derived from audited  financial
statements of the Company not included herein.  The statement of operations
data for each of the six-month  periods  ended June 30, 1997 and 1998,  and
the balance sheet data at June 30, 1998, are derived from unaudited interim
financial  statements of the Company included elsewhere in this Prospectus.
The unaudited financial  statements have been prepared on substantially the
same basis as the  audited  financial  statements  and,  in the  opinion of
management,  include all  adjustments,  consisting only of normal recurring
adjustments, necessary for a fair presentation of the results of operations
for such periods.  Historical results are not necessarily indicative of the
results to be expected in the  future,  and results of interim  periods are
not necessarily indicative of results for the entire year.


<TABLE>
<CAPTION>

                                                  May  1, 1995
                                                   (inception)
                                                     through              Year Ended                    Six Months Ended
                                                   December 31,           December 31,                     June 30,
                                                  -------------           -----------                      --------
                                                      1995           1996           1997           1997             1998
                                                      ----           ----           ----           ----             ----

<S>                                               <C>            <C>            <C>            <C>              <C>    
Statement of
  Operations Data:
Revenues ......................................   $        27    $       229    $       770    $       208      $     1,173
Cost of revenues ..............................            13            116            423            106              503
                                                  -----------    -----------    -----------    -----------      -----------
Gross profit ..................................            14            113            347            102              670
Operating expenses:
  Sales and marketing..........................             1            276          1,248            224            4,493
  Product development..........................            60            120            154             63              251
  General and administrative...................            19            489          2,828            594            2,396
                                                  -----------    -----------    -----------    -----------      -----------
  Total Operating Expenses.....................            80            885          4,230            881            7,140
                                                  -----------    -----------    -----------    -----------      -----------
Loss from operations...........................           (66)          (772)        (3,883)          (779)          (6,470)
                                                  -----------    -----------    -----------    -----------      -----------
Interest income (expense),            
  net .........................................            (0)            22            335             12              673
                                                  -----------    -----------    -----------    -----------      -----------
Loss before provision for...................... 
  income taxes ................................           (66)          (750)        (3,548)          (767)          (5,797)
                                                  -----------    -----------    -----------    -----------      -----------
Provision for income taxes.....................            --             --             36                              27
                                                  -----------    -----------    -----------    -----------      -----------
Net loss ......................................   $       (66)   $      (750)  $     (3,584)  $       (767)     $    (5,824)
                                                  ===========    ===========    ===========    ===========      ===========
Basic and diluted
  net loss per share...........................   $     (0.03)   $     (0.33)   $     (1.56)  $      (0.34)     $     (2.51)
                                                  ===========    ===========    ===========    ===========      ===========
Weighted average
  shares outstanding
  used in basic and
  diluted per share                            
  calculation..................................     2,250,000      2,250,000      2,293,545      2,281,920        2,322,794
                                                  ===========    ===========    ===========    ===========      ===========

Pro forma basic and diluted net loss per share (1)
Weighted average shares outstanding used in pro forma basic and
  diluted per share calculation (1)
</TABLE>


<TABLE>
<CAPTION>

                                                                     December 31,                                   June 30,
                                                                     ------------                                   --------
                                                       1995              1996         1997                            1998
                                                       -----             ----         ----                            ----
<S>                                                  <C>             <C>            <C>                             <C>    
Balance Sheet Data:
Cash and cash
  equivalents and
  short-term investments.......................      $    587        $   757        $18,874                         $13,155
Working capital ...............................           575            648         17,117                          10,452
Total assets ..................................           647            973         19,462                          15,603
Capital lease
  obligations, excluding
  current installments.........................            --             --             99                             629
Total stockholders'
  equity.......................................       $   632        $   795        $17,352                         $11,571
  

(1)  Weighted  average  shares do not include any common stock  equivalents
     because such inclusion  would have been  anti-dilutive.  See Financial
     Statements  and Notes  related  thereto  appearing  elsewhere  in this
     Prospectus for an explanation of the weighted average number of shares
     used to compute pro forma basic and diluted loss per share.

</TABLE>
<PAGE>
                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     All statements, trend analysis and other information contained in this
Prospectus  relative to markets for the  Company's  products  and trends in
revenues,  gross margin and anticipated  expense  levels,  as well as other
statements  including  words  such as  "believe,"  "anticipate,"  "expect,"
"estimate," "plan" and "intend" and other similar  expressions,  constitute
forward-looking statements. Those forward-looking statements are subject to
business and economic risks, and the Company's actual results of operations
may  differ   materially  from  those  contained  in  the   forward-looking
statements.  For a more detailed  discussion of these business and economic
risks,  see "Risk  Factors."  The  following  discussion  of the  financial
condition and results of  operations of the Company  should also be read in
conjunction  with the Financial  Statements  and the Notes related  thereto
included elsewhere in this Prospectus.

Overview

     theglobe.com  is one of the world's leading online  communities  today
with over 1.7  million  members in the United  States and  abroad.  In June
1998,  6.1  million  unique  users  visited  the  site.  theglobe.com  is a
destination  on the  Internet  where  users are able to  personalize  their
online  experience by  publishing  their own content and  interacting  with
others having similar interests.  theglobe.com facilitates this interaction
by  providing   various  free  services,   including  home  page  building,
discussion  forums,  chat,  e-mail  and a  marketplace  where  members  can
purchase a variety of products  and  services.  Additionally,  theglobe.com
provides its users news,  weather,  movie and music  reviews,  multi-player
gaming,  horoscopes  and personals.  By satisfying its users'  personal and
practical  needs,  theglobe.com  seeks to become  their  online  home.  The
Company's  primary  revenue  source  is  the  sale  of  advertising,   with
additional revenues generated through e-commerce arrangements, and the sale
of membership subscriptions for enhanced services.

     The  Company  was  incorporated  in May  1995.  For  the  period  from
inception  through  December  1995,  the Company had minimal  sales and its
operating  activities related primarily to the development of the necessary
computer   infrastructure   and  initial   planning  and   development   of
theglobe.com.  Operating  expenses in 1995 were minimal.  During 1996,  the
Company  continued the foregoing  activities and also focused on recruiting
personnel,  raising capital,  and developing programs to attract and retain
members.  In 1997,  the Company  moved its  headquarters  to New York City,
expanded  its  membership  base from less than 250,000 to almost 1 million,
improved and upgraded its services, expanded its production staff, built an
internal sales  department,  and began active  promotion of theglobe.com to
increase  market  awareness.  From the end of 1997  through  June 30, 1998,
revenues and operating  expenses have increased as the Company has placed a
greater  emphasis on building its  advertising  revenues and memberships by
expanding its sales force and promoting theglobe.com brand.

     To date, the Company's revenues have been derived principally from the
sale of advertisements and, to a lesser extent, from subscription revenues.
E-commerce  revenues have not been significant to date, but are expected to
increase as the Company's  existing  e-commerce  arrangements  grow and new
arrangements  are entered into.  Advertising  revenues  constituted  89% of
total  revenues  for the six months  ended  June 30,  1998 and 77% of total
revenues for the year ended  December 31, 1997. The Company sells a variety
of advertising packages to clients, including banner advertisements,  event
sponsorship,  and targeted and direct response  advertisements.  Currently,
the Company's  advertising revenues are derived principally from short-term
advertising arrangements, averaging one to two months, in which the Company
guarantees a minimum  number of  impressions  for a fixed fee.  Advertising
revenues are recognized ratably in the period in which the advertisement is
displayed,  provided that no  significant  Company  obligations  remain and
collection of the resulting receivable is probable.  Payments received from
advertisers  prior  to  displaying  their  advertisements  on the  site are
recorded as deferred  revenues and are  recognized as revenue  ratably when
the advertisement is displayed. To the extent minimum guaranteed impression
levels are not met, the Company  defers  recognition  of the  corresponding
revenues until guaranteed levels are achieved.

   
     In  addition  to  advertising  revenues,  the  Company  derives  other
revenues  primarily  from  its  membership  subscriptions.   The  Company's
membership  programs  offer premium  services for a monthly fee,  providing
additional  services such as  incremental  storage space and the ability to
host limited commercial  activity.  Although  non-advertising  revenues may
continue to grow through the development of new membership programs and the
planned introduction of theglobe.com's  e-commerce  merchandising solution,
globeStores,  in the fourth quarter of 1998, the Company  expects to derive
its revenue  principally from the sale of advertising space on its Web site
for the foreseeable  future.  The Company's  recent  arrangements  with its
premier  e-commerce  partners  generally provide the Company with a fee for
renting  space in  theglobe.com  Marketplace,  and/or a share of any  sales
resulting  from direct links from the  Company's  Web site.  Revenues  from
these  programs  will be  recognized  in the  month  that  the  service  is
provided.  Revenues  from  the  Company's  share of the  proceeds  from its
e-commerce   partners'  sales  will  be  recognized  by  the  Company  upon
notification from its partners of sales attributable to the Company's site.
To date, revenues from e-commerce arrangements have not been material.
    

     The Company incurred net losses of $65,706,  $750,180 and $3.6 million
for the period from May 1, 1995 (date of  inception)  to December 31, 1995,
and the years  ended  December  31, 1996 and 1997,  respectively,  and $5.8
million  for the six months  ended June 30,  1998.  At June 30,  1998,  the
Company had an  accumulated  deficit of $10.2  million.  The net losses and
accumulated  deficit  resulted  from  the  Company's  lack  of  substantial
revenues  and the  significant  operation,  infrastructure  and other costs
incurred in the development and marketing of the Company's  services.  As a
result of its  expansion  plans,  the Company  expects to incur  additional
losses  from  operations  for the  foreseeable  future.  To the extent that
increases  in  its  operating  expenses  precede  or are  not  subsequently
followed by  commensurate  increases  in  revenues,  or that the Company is
unable  to adjust  operating  expense  levels  accordingly,  the  Company's
business, results of operations and financial condition would be materially
and  adversely  affected.  There can be no assurance  that the Company will
ever  achieve  or sustain  profitability  or that the  Company's  operating
losses will not increase in the future.

     The  Company  has  recorded  deferred  compensation  of  approximately
$25,000  and  $83,100  for the  years  ended  December  31,  1996 and 1997,
respectively,  in  connection  with the grant of certain  stock  options to
employees,  representing  the  difference  between the deemed  value of the
Company's  Common Stock for  accounting  purposes and the exercise price of
such options at the date of grant.  Such amount is presented as a reduction
of  stockholders'  equity  and  amortized  over the  vesting  period of the
applicable options, generally three to five years. Amortization of deferred
stock compensation is allocated to the general and  administrative  expense
line  identified on the statement of operations.  As a result,  the Company
currently   expects  to  amortize   the   following   amounts  of  deferred
compensation   annually:   1998--$46,200;    1999--$26,300;   2000--$1,800;
2001--$1,200;  and 2002--$500.  Amortization of deferred  compensation  was
$23,100  and  $28,100  for the six months  ended June 30, 1998 and the year
ended  1997,  respectively.  The  Company  expects  to  record a charge  to
earnings  in the third  quarter  of 1998 in  connection  with the  transfer
during the third quarter of 1998 of Warrants to acquire  450,000  shares of
Common Stock from Dancing Bear  Investments  (its largest  stockholder)  to
Todd V. Krizelman,  Stephan J. Paternot and Edward A. Cespedes.  The amount
of such charge will be  determined  by the  difference  between the initial
public  offering  price  per  share  and the  exercise  price  per  Warrant
(approximately $1.45 per share).

Results of Operations

     The  following  table  sets  forth the  results  of  operations  (as a
percentage  of total  revenues)  for the  periods  indicated  by each  item
reflected  in the  Company's  statement  of  operations.  Given its limited
operating  history,  the Company  believes that an analysis of its cost and
expense categories as a percentage of revenue is not meaningful.


<TABLE>
<CAPTION>

                                      May 1,
                                       1995
                                    (inception)
                                         to                                       Six Months Ended
                                    December 31,    Year Ended December 31,           June 30,
                                    ------------    -----------------------           --------
                                       1995           1996          1997          1997        1998
                                       ----           ----          ----          ----        ----
                                                  

<S>                                    <C>            <C>           <C>           <C>         <C> 
Revenues..........................     100%           100%          100%          100%        100%
Cost of revenues..................      48%            51%           55%           51%         43%
                                      ----           ----          ----          ----        ----
  Gross profit ...................      52%            49%           45%           49%         57%
Operating expenses:                                                              
   Sales and marketing............       5%           121%          162%          108%        383%
   Product development                 224%            52%           20%           30%         21%
   General and administrative.....      68%           213%          367%          285%        204%
                                      ----           ----          ----          ----        ----
          Total Operating expenses     297%           386%          549%          423%        608%
                                      ----           ----         ----           ----        ----
Loss from operations..............    (245%)         (337%)        (504%)        (374%)      (551%)
Interest income (expense), net....      (0%)           10%           43%            5%         57%
                                      ----           ----          ----          ----        ----
Loss before provision for income                  
   taxes..........................    (245%)         (327%)        (461%)        (369%)      (494%)
Provision for income taxes........       0%             0%            4%            0%          2%
                                      ----           ----          ----          ----        ----
Net loss..........................    (245%)         (327%)        (465%)        (369%)      (496%)
                                      ----           ----          ----          ----        ----
                                                                           
</TABLE>


                                               
Comparison of Six Months Ended June 30, 1997 and 1998

     Revenues.  Revenues  increased  from $208,241 for the six months ended
June 30, 1997 to $1.2 million for the six months  ended June 30,  1998,  an
increase of 463%. The period to period growth in revenues  resulted from an
increase in (i) the number of advertisers  as well as the average  contract
duration  and value,  (ii) the  Company's  Web site  traffic and (iii) to a
lesser extent, its subscription memberships.

   
     Advertising  Revenues.  Advertising  revenues  were $144,166 or 69% of
total revenues and $1.0 million or 89% of total revenues for the six months
ended June 30, 1997 and 1998,  respectively.  Commencing in April 1996, the
Company  engaged  an  Internet  advertising  service  provider  to sell the
Company's Web site advertising inventory in exchange for a service fee. The
Company  recognized  revenues net of such service fees.  Commencing  May 1,
1997, the Company  canceled this  arrangement  and created its own internal
sales  department in order to properly  represent  theglobe.com  brand on a
consistent basis as well as to reduce overall sales costs. Accordingly, the
advertisements sold by the Internet  advertising service provider accounted
for  approximately  28% of total revenues for the six months ended June 30,
1997.  The  Company  did not record any  similar  expense in the six months
ended June 30, 1998. In addition,  the Company recorded $37,500 and $39,906
of barter advertising revenues,  representing 18% and 3% of total revenues,
for the six  months  ended  June 30,  1997 and  1998,  respectively,  which
primarily  related to an advertising  contract with a major Internet search
engine provider that was cancelled in January 1998. The Company anticipates
that advertising  revenues will continue to account for a substantial share
of total revenues for the  foreseeable  future and that barter revenue will
continue  to  comprise  an  insignificant  portion of the  Company's  total
revenues in the future.
    

     Subscription Revenues. The Company's subscription  membership revenues
were $64,075 or 31% of total revenues and $129,792 or 11% of total revenues
for the six months ended June 30, 1997 and 1998, respectively.  At June 30,
1998,  the  Company had  deferred  revenues of  $132,353,  attributable  to
prepaid  subscription  memberships  which are  amortized  ratably  over the
remaining membership term, typically ranging from one to 12 months.

     Cost of  Revenues.  Cost of revenues  consists  primarily  of Internet
connection charges, Web site equipment leasing costs, depreciation,  barter
advertising  expenses,  salaries of operations  personnel and other related
maintenance  and support costs.  Gross margins were 49% and 57% for the six
months  ended June 30, 1997 and 1998,  respectively.  The increase in gross
margin was primarily due to a greater increase in revenues  relative to the
increase in cost of revenues. In addition, the Company recorded $37,500 and
$39,906 of barter advertising expenses during the six months ended June 30,
1997  and  1998,  respectively,  included  in cost of  revenues,  which  is
equivalent to the barter advertising  revenues recorded in the same period.
The  June  30,  1997  and  1998  gross  margins  exclusive  of  the  barter
transactions were 60% and 59%, respectively.  Therefore,  excluding barter,
gross margins have remained fairly consistent from period to period.

     Sales and Marketing  Expenses.  Sales and marketing  expenses  consist
primarily  of  salaries  of sales  and  marketing  personnel,  commissions,
advertising,  public  relations,  sales force and other  marketing  related
expenses.  Sales and marketing  expenses increased from $224,170 or 108% of
total  revenues  for the six months  ended June 30, 1997 to $4.5 million or
383% of total  revenues for the six months ended June 30, 1998.  The period
to  period   increase  in  sales  and  marketing   expenses  was  primarily
attributable  to expansion of the Company's  online and print  advertising,
public relations and other promotional  expenditures,  as well as increased
sales and marketing  personnel and related  expenses  required to implement
the  Company's  marketing  strategy  in the first  half of 1998.  Sales and
marketing  expenses also increased as a result of the Company's decision to
shift its advertising to an internal sales department in the second quarter
of 1997.  Sales and marketing  expenses as a percentage  of total  revenues
have increased as a result of the continued  development and implementation
of  theglobe.com's  branding and marketing  campaign.  The Company  expects
sales and marketing  expenses will continue to increase in absolute dollars
for the foreseeable  future as the Company continues its branding strategy,
expands its direct sales force,  hires additional  marketing  personnel and
increases expenditures for marketing and promotion.

     Product Development  Expenses.  Product  development  expenses include
personnel costs  associated with the  development,  testing and upgrades to
the  Company's  Web site and systems as well as personnel  costs related to
its  editorial  content  and  community  management  and  support.  Product
development  expenses  increased  from $62,500 or 30% of total revenues for
the six months ended June 30, 1997 to $250,869 or 21% of total revenues for
the six months ended June 30, 1998. The absolute dollar increase in product
development  expenses was  primarily  attributable  to  increased  staffing
levels required to support theglobe.com and related back-office systems and
to enhance the content and  features  within the  Company's  Web site.  The
Company  believes that timely  deployment of new and enhanced  features and
technology are critical to attaining its strategic objectives and remaining
competitive.  Accordingly,  the Company intends to continue  recruiting and
hiring  experienced  product  development  personnel and to make additional
investments  in  product   development.   The  Company   expenses   product
development  costs as incurred.  As such, the Company  expects that product
development  expenditures  will  increase  in  absolute  dollars  in future
periods.

     General  and  Administrative  Expenses.   General  and  administrative
expenses  consist  primarily  of  salaries  and  related  costs for general
corporate functions,  including finance,  accounting,  facilities and legal
expenses,  and fees for professional  services.  General and administrative
expenses  increased  from  $594,358 or 285% of total  revenues  for the six
months  ended June 30, 1997 to $2.4  million or 204% of total  revenues for
the six months ended June 30, 1998, an increase of $1.8  million,  or 303%.
The absolute  dollar  increase in general and  administrative  expenses was
primarily due to increased  salaries and related  expenses  associated with
management's  employment  contracts,  hiring of additional  personnel,  and
increases in  professional  fees and travel.  The  increased  salaries also
reflect the highly  competitive nature of hiring in the new media industry.
The   Company   expects   that  it  will  incur   additional   general  and
administrative  expenses  as the Company  hires  additional  personnel  and
incurs  additional  costs  related  to the growth of the  business  and its
operation as a public company, including directors' and officers' liability
insurance,  investor  relations  programs and  professional  service  fees.
Accordingly,  the  Company  anticipates  that  general  and  administrative
expenses will continue to increase in absolute dollars.

     Interest  Income  (Expense),   Net.  Interest  income  (expense),  net
includes  income  from the  Company's  cash and  investments  and  expenses
related  to  the  Company's  capital  lease  obligations.  Interest  income
(expense),  net  increased  from  $11,384 for the six months ended June 30,
1997 to $672,637 for the six months ended on June 30, 1998,  an increase of
$661,253.  The increase in interest  income was  primarily  due to a higher
average cash, cash equivalent and investment balance as a result of capital
received  from the issuance of shares of the Company's  Preferred  Stock in
the third quarter of 1997.

     Income  Taxes.  Income  taxes of $26,500 for the six months ended June
30,  1998 are  based  solely  on state  and  local  taxes on  business  and
investment  capital.  The  Company's  effective  tax rate  differs from the
statutory federal income tax rate, primarily as a result of the uncertainty
regarding  the  Company's   ability  to  utilize  its  net  operating  loss
carryforwards. Due to the uncertainty surrounding the timing or realization
of the  benefits  of its net  operating  loss  carryforwards  in future tax
returns, the Company has placed a valuation allowance against its otherwise
recognizable  deferred  tax assets.  As of June 30, 1998 and  December  31,
1997,  the  Company had  approximately  $9.9  million  and $4.4  million of
federal  net  operating  loss  carryforwards  for  tax  reporting  purposes
available  to offset  future  taxable  income.  The  Company's  federal net
operating   loss   carryforwards   expire   beginning  2000  through  2012,
respectively.  The Tax Reform Act of 1986 imposes substantial  restrictions
on the utilization of net operating  losses and tax credits in the event of
an "ownership change" of a corporation.  Due to the change in the Company's
ownership  interests  in the  third  quarter  of 1997,  as  defined  in the
Internal Revenue Code of 1986, as amended (the "Code"),  future utilization
of the  Company's  net  operating  loss  carryforwards  will be  subject to
certain  limitations  or  annual  restrictions.  See Note 5 to the Notes to
Financial Statements appearing elsewhere in this Prospectus.

Comparison of the Period From May 1, 1995  (Inception) to December 31, 1995
and Years Ended December 31, 1996 and 1997

     Revenues. Revenues were $26,815, $229,363, and $770,293 for the period
from May 1, 1995  (inception) to December 31, 1995, and for the years ended
December  31,  1996 and 1997,  respectively.  The  period to period  growth
resulted from an increase in (i) the number of  advertisers  as well as the
average  contract  duration and value,  (ii) the Company's Web site traffic
and (iii) to a lesser extent, its subscription memberships.

   
     Advertising  Revenues.  Advertising  revenues  were $26,815 or 100% of
total revenues,  $216,814 or 95% of total revenues,  and $592,409 or 77% of
total revenues for the period from May 1, 1995  (inception) to December 31,
1995,  and for the years ended  December  31, 1996 and 1997,  respectively.
Commencing  in April  1996,  the Company  engaged an  Internet  advertising
service  provider to sell the Company's Web site  advertising  inventory in
exchange for a service fee.  During 1996,  the  advertisements  sold by the
Internet  advertising  service provider  accounted for approximately 71% of
total  revenues.   Commencing  May  1,  1997,  the  Company  canceled  this
arrangement  and  created its own  internal  sales  department  in order to
represent  theglobe.com  brand on a  consistent  basis as well as to reduce
overall sales costs.  During 1997, revenues from this service provider were
only 8% of total revenues.  During 1997, the Company  recorded  $166,500 of
barter  advertising  revenues,  representing  22% of total revenues,  which
primarily  related to an advertising  contract with a major Internet search
engine provider.
    

     Subscription Revenues. The Company's subscription  membership revenues
were $12,549 or 5% of total  revenues and $177,884 or 23% of total revenues
for the years ended December 31, 1996 and 1997,  respectively.  At December
31,  1996 and 1997,  the  Company  had  deferred  revenues  of $32,144  and
$113,290,  respectively,  attributable to prepaid subscription memberships.
The Company did not have subscription revenues in its year of inception.

     Cost of  Revenues.  Cost of  revenues  were  $12,779  or 48% of  total
revenues,  $116,780  or 51% of  total  revenues,  $423,706  or 55% of total
revenues for the period from May 1, 1995  (inception) to December 31, 1995,
and for the years ended  December  31, 1996 and 1997,  respectively.  Gross
margins were 52%,  49% and 45% in 1995,  1996 and 1997,  respectively.  The
general  decline in gross  margins as a  percentage  of total  revenues was
attributable to the growth of the networking infrastructure resulting in an
increase in Internet connection, support and maintenance charges, equipment
costs as well as operations  personnel  costs. In 1995, the Company's first
year of operation,  cost of revenues only represented  Internet  connection
and support and maintenance  charges. In 1997, gross margins also decreased
due to the inclusion of $166,500 of barter advertising  expenses in cost of
revenues,  which was equivalent to the barter advertising revenues recorded
in the  same  period.  The  1997  gross  margin  exclusive  of  the  barter
transactions  was 57%.  The  Company's  1997 gross  margin  was  positively
impacted by its  decision  to shift its  advertising  to an internal  sales
department  during May 1997 and the increase in the Company's  subscription
members.

     Sales and Marketing Expenses. Sales and marketing expenses were $1,248
or 5% of  total  revenues,  $275,947  or 121% of total  revenues,  and $1.2
million  or  162% of  total  revenues  for  the  period  from  May 1,  1995
(inception) to December 31, 1995, and for the years ended December 31, 1996
and 1997, respectively. In the first year of operation, the Company did not
dedicate  meaningful  funds to sales and  marketing.  The  period to period
increase in sales and  marketing  expenses  from 1996 to 1997 was primarily
attributable  to expansion of the Company's  online and print  advertising,
public  relations and other  promotional  expenditures as well as increased
sales and marketing  personnel and related  expenses  required to implement
the  Company's  marketing  strategy.  Sales  and  marketing  expenses  also
increased as a result of the Company's decision to shift its advertising to
an internal sales department in the second quarter of 1997.

     Product  Development  Expenses.   Product  development  expenses  were
$60,000 or 224% of total revenues,  $120,000 or 52% of total revenues,  and
$153,667  or  20% of  total  revenues  for  the  period  from  May 1,  1995
(inception) to December 31, 1995, and for the years ended December 31, 1996
and 1997,  respectively.  The  increases  in  absolute  dollars  in product
development  expenses were  primarily  attributable  to increased  staffing
levels  required  to  support  theglobe.com  and  its  related  back-office
systems.  Product  development  expenses as a percentage of total  revenues
have decreased because of the growth in total revenues.

     General  and  Administrative  Expenses.   General  and  administrative
expenses were $18,380 or 68% of total  revenues,  $489,073 or 213% of total
revenues,  and $2.8  million or 367% of total  revenues for the period from
May 1, 1995  (inception)  to  December  31,  1995,  and for the years ended
December 31, 1996 and 1997, respectively.  The period to period increase in
general and  administrative  expenses was primarily due to increases in the
number of general  and  administrative  personnel,  professional  services,
travel and facility related expenses to support the growth of the Company's
operations. The increased salaries reflect the highly competitive nature of
hiring in the new media industry.  General and administrative expenses as a
percentage  of total  revenues  decreased  in 1996 because of the growth in
total  revenues.  General and  administrative  expenses as a percentage  of
total revenues and in absolute dollars  increased in 1997 primarily related
to expenses associated with management's  employment  contracts and accrued
bonuses granted during the second half of 1997 combined with the additional
costs required to support the rapid growth of the Company's operations.

     Interest Income (Expense),  Net.  Interest income  (expense),  net was
$(114),  $22,257 and $334,720,  for the period from May 1, 1995 (inception)
to December 31, 1995,  and for the years ended  December 31, 1996 and 1997,
respectively.  The increase in interest  income for the year ended December
31, 1997 was primarily due to a higher average cash, cash  equivalent,  and
investment  balance as a result of the proceeds  received from the issuance
of shares of the Company's Preferred Stock in the third quarter of 1997.

     Income Taxes.  Income taxes of $36,100 for the year ended December 31,
1997 was based solely on state and local taxes on business  and  investment
capital.  The  Company  paid less than  $1,000 in income  taxes in 1995 and
1996.

Liquidity and Capital Resources

   
     Since its inception, the Company has primarily financed its operations
through (i) the private  placement of its Preferred Stock through which the
Company raised $20 million and $280,000 in the third and second quarters of
1997,  respectively,  and $910,000 in 1996,  (ii) the private  placement of
Common Stock,  through which the Company raised  $647,000 in 1995 and (iii)
capital  equipment lease financing  which,  from December 1997 through June
1998, raised approximately  $963,000.  As of June 30, 1998, the Company had
approximately  $3.0 million in cash and cash  equivalents and $10.2 million
in marketable securities.
    

     Net cash used in  operating  activities  was $330,223 and $5.4 million
for the six months ended June 30, 1997 and 1998, respectively, and $58,510,
$601,602,  and $1.9 million for the period from May 1, 1995  (inception) to
December  31,  1995,  and for the years ended  December  31, 1996 and 1997,
respectively.   The  Company  had  significant  negative  cash  flows  from
operating  activities in each fiscal and quarterly period to date. Net cash
used in operating  activities  resulted  primarily  from the  Company's net
operating  losses,  adjusted for certain non-cash items, and a higher level
of accounts  receivable due to the time lag between revenue recognition and
the receipt of payments from  advertisers,  which were partially  offset by
increases in accounts payable, accrued expenses,  deferred revenues and the
timing of payments  associated  with the Company's 1997 accrued  bonuses in
the first  quarter of 1998.  For the six months  ended June 30,  1998,  the
increase in net cash used in operating  activities  resulted primarily from
the Company's net operating  loss of $5.8 million and the payment of 1997's
bonuses of $1.1 million during the first six months of 1998.

     Net cash provided  (used) in investing  activities  was $(229,696) and
$2.6 million for the six months ended June 30, 1997 and 1998, respectively,
and $(51,101),  $(138,309),  and $(13.2) million for the period from May 1,
1995 (inception) to December 31, 1995, and for the years ended December 31,
1996  and  1997,  respectively.  Net  cash  provided  (used)  in  investing
activities  was  primarily  related  to  purchase  and sales of  short-term
investments with the proceeds from the Company's  issuance of shares of the
Company's  Preferred  Stock in the  third  quarter  of 1997,  totaling  $20
million,  and the purchase of property and equipment in connection with the
Company's  build out of its  infrastructure.  During  December 1997 and the
first six months of 1998, the Company acquired  additional  equipment under
capital leases of $126,000 and $836,648, respectively.

     Net cash provided by (used in) financing  activities  was $258,205 and
$(69,233)  for the six months  ended June 30, 1997 and 1998,  respectively,
and $696,685,  $909,955,  and $20.2 million for the period from May 1, 1995
(inception) to December 31, 1995, and for the years ended December 31, 1996
and 1997,  respectively.  Net cash provided by financing  activities during
1995  consisted  primarily  of $45,500 in  convertible  notes  payable  and
$646,505 in proceeds from the issuance of the Company's  Common Stock.  Net
cash  provided  by  financing  activities  in 1996  and in  1997  consisted
primarily of net  proceeds  from the  issuance of the  Company's  Preferred
Stock.  Net  cash  used in  financing  activities  of  $(77,405)  consisted
primarily of payments under its capital lease obligations.

     As of June 30, 1998, the Company's principal  commitments consisted of
obligations  outstanding  under capital and operating  leases.  The Company
spent  approximately  $557,253  on capital  expenditures  since  inception,
excluding  capital  lease  arrangements.  The  Company  estimates  that its
capital  expenditures  for  the  second  half  of  1998  and  1999  will be
approximately  $2  million  and  $7  million,   respectively.  The  Company
currently expects that its principal capital  expenditures during that time
will relate to improvements to technical  infrastructure and a planned move
of the Company headquarters at the end of 1998.

     The  Company's  capital   requirements  depend  on  numerous  factors,
including  market  acceptance  of the  Company's  services,  the  amount of
resources the Company devotes to investments in its Web site, the resources
the Company  devotes to  marketing  and selling its  services and its brand
promotions  and other  factors.  The Company has  experienced a substantial
increase in its capital expenditures and operating lease arrangements since
its inception  consistent  with the growth in the Company's  operations and
staffing,  and  anticipates  that this will  continue  for the  foreseeable
future.  Additionally,  the Company  will  continue  to  evaluate  possible
investments in businesses,  products and technologies,  and plans to expand
its  sales  and  marketing  programs  and  conduct  more  aggressive  brand
promotions.

     The  Company  believes  that  the net  proceeds  from  this  Offering,
together with its current cash and cash equivalents,  will be sufficient to
meet  its   anticipated   cash  needs  for  working   capital  and  capital
expenditures  for at least 12 months.  If cash generated from operations is
insufficient to satisfy the Company's liquidity  requirements,  the Company
may seek to sell additional equity or debt securities or to obtain a credit
facility.  The sale of additional  equity or  convertible  debt  securities
could result in additional  dilution to the Company's  stockholders.  There
can be no assurance that financing will be available in amounts or on terms
acceptable  to  the  Company,  if at  all.  See  "Risk  Factors--Additional
Financing Requirements."

Quarterly Results of Operations Data

     The following table sets forth certain unaudited  quarterly  statement
of operations data for each of the six quarters ended June 30, 1998 as well
as such data expressed as a percentage of the Company's  total revenues for
the periods indicated.  In the opinion of management,  this information has
been  prepared  substantially  on the same basis as the  audited  financial
statements  appearing  elsewhere  in this  Prospectus,  and  all  necessary
adjustments,  consisting only of normal  recurring  adjustments,  have been
included  in the  amounts  stated  below to present  fairly  the  unaudited
quarterly results of operations data.

     The  quarterly  data  should be read in  conjunction  with the audited
financial  statements  of the  Company  and  the  notes  thereto  appearing
elsewhere in this Prospectus. The operating results for any quarter are not
necessarily  indicative of the operating  results for any future period. In
particular, because of the Company's limited operating history, the Company
has  limited  meaningful  financial  data upon which to base  revenues  and
planned operating expenses.  Additionally, the Company believes that it may
experience  seasonality  in its  business,  with  use of the  Internet  and
theglobe.com  being  somewhat lower during the summer  vacation  period and
year-end   holiday   periods.   Additionally,    seasonality   may   affect
significantly the Company's  advertising revenue during the first and third
calendar quarters.  See "Risk  Factors-Potential  Fluctuations in Operating
Results; Quarterly Fluctuations."


<TABLE>
<CAPTION>

                                                     Three Months Ended
                                                     ------------------

                            March 31,       June 30,  September 30,   December 31,      March 31,      June 30,
                              1997            1997         1997         1997              1998           1998
                            ---------       --------  -------------   ------------      ---------      --------
                                                 (Dollars in thousands, except per share data)
Statement of Operations              
 Data:                  
<S>                           <C>            <C>            <C>            <C>            <C>            <C>    
Revenues ...............      $    87        $   121        $   207        $   355        $   394        $   780
Cost of revenues .......           25             81            133            185            213            291
                              -------        -------        -------        -------        -------        -------
 Gross profit ..........           62             40             74            170            181            489
Operating expenses:
 Sales and marketing....           64            160            404            620          1,411          3,083             
 Product development....           30             32             37             54             85            165
 General and 
  administrative........          303            291          1,511            722          1,098          1,299
                              -------        -------        -------        -------        -------        -------
Total operating 
 expenses...............          397            483          1,952          1,396          2,594          4,547                    
Loss from operations....         (335)          (443)        (1,878)        (1,226)        (2,413)        (4,058)
Interest income
 (expense), net.........            3              8            113            210            456            217
                              -------        -------        -------        -------        -------        -------
Loss before provision                                                                                         
 for income taxes.......         (332)          (435)        (1,765)        (1,016)        (1,957)        (3,841)
Provision for 
 income taxes...........           --             --             18             18             16             10
                              -------        -------        -------        -------        -------        -------
Net loss ...............      $  (332)       $  (435)      $ (1,783)      $ (1,034)      $ (1,973)      $ (3,851)
                              =======        =======        =======        =======        =======        =======
                                                                                                     
Percentage of Revenues:                                                                                       
Revenues ...............          100%           100%           100%           100%           100%           100%
Cost of revenues........           29%            67%            64%            52%            54%            37%
                              -------        -------        -------        -------        -------        -------
 Gross profit ..........          71%            33%            36%            48%            46%            63%
Operating expenses:                                                                                  
 Sales and marketing....           74%           132%           196%           175%           358%           395%
 Product development....           34%            27%            18%            15%            22%            21%
 General and 
  administrative........          348%           240%           731%           203%           279%           167%
                              -------        -------        -------        -------        -------        -------
Total operating 
 expenses...............          456%           399%           945%           393%           659%           583%
Loss from operations....         (385%)         (366%)         (909%)         (345%)         (613%)         (520%)
Interest income                                                                                      
 (expense), net.........            4%             7%            55%            59%           116%            28%
                              -------        -------        -------        -------        -------        -------
Loss before                                                                                          
 provision for 
  income taxes..........         (381%)         (359%)         (854%)         (286%)         (497%)         (492%)
Provision for 
 income taxes...........            0%             0%             9%             5%             4%             1%
                              -------        -------        -------        -------        -------        -------
Net loss................         (381%)         (359%)         (863%)         (291%)         (501%)         (493%)
                              =======        =======        =======        =======        =======        =======

</TABLE>


Impact of the Year 2000

     The Year 2000 issue is the result of computer-controlled systems using
two digits  rather than four to define the  applicable  year.  For example,
computer  programs that have  time-sensitive  software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result in
system  failure  or  miscalculations  causing  disruptions  of  operations,
including,   among  other   things,   a  temporary   inability  to  process
transactions,   send  invoices  or  engage  in  similar   normal   business
activities.

     The Company has reviewed its internal programs and has determined that
there are no significant  Year 2000 issues within the Company's  systems or
services.  However, although the Company believes that its systems are Year
2000 compliant,  the Company  utilizes  third-party  equipment and software
that may not be Year 2000 compliant.  Failure of such third-party equipment
or software to operate properly with regard to the year 2000 and thereafter
could  require  the Company to incur  unanticipated  expenses to remedy any
problems,  which  could have a  material  adverse  effect on the  Company's
business,  results of operations and financial condition. The Company is in
the process of contacting  all of its  significant  suppliers and strategic
partners to determine the extent to which the Company's  interface  systems
are vulnerable to those third parties'  failure to remediate their own Year
2000 issues.  Furthermore,  the purchasing  patterns of advertisers  may be
affected by Year 2000 issues as companies expend  significant  resources to
correct their current systems for Year 2000 compliance.  These expenditures
may  result  in  reduced  funds  available  for  Internet   advertising  or
sponsorship  of  Internet  services,  which  could have a material  adverse
effect on the  Company's  business,  results of  operations  and  financial
condition.

Effects of Inflation

     Due to relatively  low levels of inflation in 1995,  1996 and 1997 and
the first six months of 1998, inflation has not had a significant effect on
the Company's results of operations since inception.

Impact of Recently Issued Accounting Standards

     The  Company   adopted  the   provisions  of  Statement  of  Financial
Accounting Standards ("SFAS") No. 130, "Reporting  Comprehensive Income" in
the  quarter  ended June 30,  1998.  SFAS No. 130  requires  the Company to
report in their financial statements, in addition to its net income (loss),
comprehensive  income (loss), which includes all changes in equity during a
period from non-owner sources  including,  as applicable,  foreign currency
items,  minimum  pension  liability  adjustments  and unrealized  gains and
losses on certain investments in debt and equity securities.  There were no
differences  between the Company's  comprehensive  loss and its net loss as
reported.

     In June 1997, the Financial Accounting Standards Board ("FASB") issued
SFAS No.  131,  "Disclosure  About  Segments of an  Enterprise  and Related
Information."  SFAS No. 131  establishes  standards for the way that public
business  enterprises report information about operating segments.  It also
establishes  standards for related disclosures about products and services,
geographic areas and major customers.  SFAS No. 131 is effective for fiscal
years beginning after December 15, 1997. The Company has determined that it
does not have any separately reportable business segments.

     In June 1998, the FASB issued SFAS No. 133.  Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133 establishes accounting and
reporting  standard  for  derivative   instruments,   including  derivative
instruments embedded in other contracts, and for hedging  activities.  SFAS
No. 133 is  effective  for all fiscal  quarters of fiscal  years  beginning
after June 15, 1999. The statement is not expected to affect the Company as
the Company  currently does not have any derivative  instruments or hedging
activities.
<PAGE>
                                  BUSINESS

Overview

     theglobe.com  is one of the world's  leading online  communities  with
over 1.7 million members in the United States and abroad, In June 1998, 6.1
million  unique users visited this site.  theglobe.com  is a destination on
the Internet where users are able to personalize their online experience by
publishing  their own content and  interacting  with others having  similar
interests.  theglobe.com  facilitates this interaction by providing various
free  services,  including  home page building,  discussion  forums,  chat,
e-mail and a  marketplace  where members can purchase a variety of products
and services. Additionally,  theglobe.com provides its users news, weather,
movie and music reviews,  multi-player gaming, horoscopes and personals. By
satisfying its users' personal and practical needs,  theglobe.com  seeks to
become their online home. The Company's  primary revenue source is the sale
of  advertising,  with additional  revenues  generated  through  e-commerce
arrangements  and  the  sale  of  membership   subscriptions  for  enhanced
services.

   
     Since its founding in May 1995,  theglobe.com  has experienced  strong
growth.  The site has added over  100,000  new  members  every  month since
October 1997,  and  generated  over 100 million page views in June 1998, an
increase of over 100% from January 1998. More than 6.1 million unique users
visited  the site in June 1998,  reflecting  an  increase of more than 350%
since  January 1998.  Approximately  25% to 35% of  theglobe.com's  monthly
traffic originates from abroad, reflecting the site's international appeal.
According to Media Metrix,  theglobe.com  was ranked as the fourth  fastest
growing Web site in terms of audience reach for the first half of 1998.
    

Industry Background

     The rapid  adoption of the Internet as a means to gather  information,
communicate,   interact  and  be   entertained,   combined  with  the  vast
proliferation  of Web sites,  has made the Internet an  important  new mass
medium. IDC estimates that the number of Internet users exceeded 69 million
in 1997,  and will grow to over 320 million by 2002.  The Internet  enables
advertisers  to  target  advertising   campaigns  utilizing   sophisticated
databases  of  information  on the users of various  sites and to  directly
generate  revenues  from these  users  through  online  transactions.  As a
result,  the Internet has become a compelling means to advertise and market
products and services.

   
     With the volume of sites and vast abundance of  information  available
on the Internet,  users are increasingly  seeking an online home where they
can  interact   with  others  with  similar   interests  and  quickly  find
information,  products  and services  related to a  particular  interest or
need.  Community sites were developed as a solution to the challenges posed
by the Internet's growth and complexity. They offer a single location where
users can build their  personal Web sites and place them among the sites of
others having similar  interests.  In addition,  community  sites generally
offer services  including access to e-mail accounts,  chat rooms, news, and
entertainment  services,  among other features.  By satisfying the needs of
its users,  communities seek to establish a close  relationship  with their
audience. As a result, users tend to be loyal to and spend more time online
at community sites.
    

     Advertising.   Jupiter  Communications   estimates  that  spending  on
Internet  advertising  in the U.S.  will grow from $1.9  billion in 1997 to
$7.7 billion in 2002.  The  Internet  has become a  compelling  advertising
vehicle that provides  advertisers  with targeting tools not available from
traditional  advertising  media. The interactive nature of the Internet and
the development of "click-through"  advertising  banners and other feedback
tools enable advertisers to measure impression levels, establish a dialogue
with users and  receive  "real-time"  direct  feedback  from  their  target
markets.  Such feedback  provides  advertisers  with an effective  means to
measure the  attractiveness of their offerings among targeted audiences and
make  modifications  to  their  advertising   campaigns  on  short  notice.
Community  sites are generally  able to provide  advertisers  significantly
more  information  regarding  consumers  than other Web sites  because they
collect  detailed  demographic  data  and  facilitate  the  development  of
user-created affinity groups. The ability to target advertisements to broad
audiences,  specific regional  populations,  affinity groups or individuals
makes community Web site  advertising a highly versatile and effective tool
for delivering customized and cost-effective messages.

     One indicator of the Internet's popularity as an advertising medium is
the  growing  number and  diversity  of  Internet  advertisers.  Most early
Internet advertisers were technology and Internet-related companies. Today,
a growing number of Internet  advertisers consist of traditional,  consumer
product and service  companies.  The  diverse  audience of users  accessing
community  sites has made such  sites  especially  attractive  to  consumer
product and service  companies  advertising  on the  Internet.  The Company
believes  that this  trend  should  continue,  and that a wide  variety  of
companies outside the technology and Internet industries, such as financial
services,  consumer goods, automotive and pharmaceutical  companies, are or
will be increasingly using the Internet, and community sites in particular,
to advertise.

     E-commerce and Direct Marketing. The Internet has become a significant
marketplace   for  buying  and   selling   goods  and   services.   Jupiter
Communications  estimates that the amount of goods or services purchased in
online consumer  transactions  will grow from  approximately  $3 billion in
1997 to  approximately  $38  billion  in 2002.  Improvements  in  security,
interface design and  transaction-processing  technologies have facilitated
an  increase  in  online  consumer  transactions.  Early  adopters  of such
improvements include online merchants offering broad product catalogs (such
as books,  music CDs and toys),  those  seeking  distribution  efficiencies
(such as PCs,  flowers  and  groceries)  and those  offering  products  and
services with negotiable  pricing (such as automobiles and mortgages).  The
Company  believes  that as the  volume  of online  transactions  increases,
traditional  retailers  will offer a wide  variety of products and services
online. The Company believes that online communities  provide businesses an
attractive  environment  for selling  products  and  services by  providing
direct access to users with like interests.

     The  Internet  allows  marketers  to  collect  meaningful  demographic
information  and feedback from  consumers,  and to rapidly  respond to this
information  with new messages.  This offers a significant  new opportunity
for  businesses  to increase the  effectiveness  of their direct  marketing
campaigns.  In traditional media, a significant  portion of all advertising
budgets  are  spent  on  direct  marketing  because  of its  effectiveness.
However,  the effectiveness of direct marketing campaigns is dependent upon
the  quality  of  consumer   data  used  to  develop  and  place   consumer
advertisements.   In  addition  to  providing  detailed  demographic  data,
community Web site  participants  indicate their areas of personal interest
by  self-selecting  themselves  into affinity  groups.  This added level of
information   provides  direct  marketers  an  invaluable  tool  to  target
potential customers more accurately.  Accordingly,  advertisers are able to
improve their direct  marketing  campaigns  which may translate into higher
sales.

theglobe.com Solution

     The Company was founded by Todd V.  Krizelman  and Stephan J. Paternot
to  capitalize  on the growing  demand for online  destinations  that allow
users to develop  their own  identities  and establish  relationships  with
other Internet users.  theglobe.com  community is organized in an intuitive
hierarchy  modeled after the real world,  with each layer reflecting a more
specific  level of interest.  There are six "Themes of Interest":  Arts and
Entertainment, Business and Finance, Lifestyles, Romance, Special Interests
and  Geographical  Interests.  Themes of Interest  are  subdivided  into 24
"Cities,"  which are  further  divided  into 75  "Districts."  Within  each
District  members  have the  ability to create or join  "Interest  Groups,"
theglobe.com's smallest form of community. There are currently 325 Interest
Groups.  Interest  Groups,  once  proposed  by any  member,  are posted for
petition. Those groups that garner enough votes then go "live" on the site.
Members are not limited as to the number of  communities  they can join and
are  able to  leave  an  Interest  Group  at any  time,  ensuring  that the
communities are dynamic and evolve as member interests  change.  "Community
Leaders" are elected to manage communities and are able to highlight member
content, communicate directly to constituents and organize events.

     Within  Interest  Groups,  members can access a collection of services
provided by theglobe.com to generate  content,  including chat, open forums
and e-mail.  Member created  content within  Interest Groups satisfy users'
desires for topic specific  information,  conversation and debate.  Members
vote and generate content for communities,  thereby facilitating production
of desirable  content on theglobe.com.  Viewing  community content does not
require  membership,  allowing  theglobe.com to leverage its member-created
content  to  attract a large  audience  of  users.  As these  users  become
familiar with  theglobe.com,  the Company believes it has a greater ability
to convert them into members, perpetuating the growth of the site.

     The unique community focus of theglobe.com  offers the Company several
advantages that include:

     Member Loyalty.  Because theglobe.com provides a home for its members,
members  develop  loyalty to the site and to the  communities in which they
participate. This translates into more frequent usage by members and longer
stays at the site.  According to Media  Metrix,  the average time spent per
user  at   theglobe.com   in  the  period  April   through  June  1998  was
approximately  15%  higher  than the  average  time spent on the top 25 Web
sites visited most frequently.

     Member Developed  Content.  The majority of content on theglobe.com is
developed by users on a voluntary basis for the benefit of all users of the
site. As a result, the Company avoids the majority of costs associated with
content development.

     Targeted  Advertising.  theglobe.com  structure  provides  a  valuable
platform for advertisers by allowing them to target advertisements based on
both demographic  information and affinity group affiliations.  Advertisers
are also drawn to the  globe.com's  volume of user  traffic,  frequency and
average length of use.  theglobe.com's ability to reach users across a wide
variety of interest areas has made the site  attractive to both  technology
companies as well as traditional  consumer  product and service  companies.
Currently,  approximately  60% of  theglobe.com's  advertisers  are branded
consumer product and service companies.

Business Strategy

     theglobe.com's  goal is to be the leading online  community  site. The
Company seeks to attain this goal through the following key strategies:

     Improve User Experience.  The Company will continue efforts to improve
user  experience on theglobe.com  by: (i)  simplifying  user interfaces and
improving the ease of use of services,  (ii)  improving  customer  support,
(iii)  developing  loyalty  programs to reward members for increased usage,
(iv) expanding the suite of personal  publishing/Web  site building  tools,
(v)  creating  additional   opportunities  for  participating  in  existing
affinity groups,  as well as expanding the number of affinity groups,  (vi)
personalizing  the site to the preferences of individual  members and (vii)
launching new services to enhance the community.

     Develop Brand  Identity and Awareness.  The Company  intends to expand
its presence as a mass market site by building brand awareness. The Company
plans to continue to allocate a  significant  portion of its  resources  to
develop its brand in the same fashion as traditional  consumer  product and
service  companies.  The Company believes that establishing brand awareness
among  consumers is  instrumental in attracting new members to theglobe.com
and  also has the  effect  of  attracting  media  buyers  who tend to favor
well-known and trusted companies.  theglobe.com also intends to continue to
market its services in various media. In March 1998,  theglobe.com launched
advertising  campaigns  in several  forms of media,  including  television,
print,  billboards,  buses,  telephone  kiosks,  online  media,  and  other
marketing  and  promotional  efforts  designed  to build its brand  name in
selected cities.

     Increase  New  Membership  Acquisition  through  Strategic  Alliances.
theglobe.com  continues  to seek new ways to reach  potential  members when
they are first becoming acquainted with the Internet.  The Company believes
that early  contact  with such users will  enhance  its  ability to instill
customer  loyalty.  Accordingly,  the Company has  established  a strategic
alliance with EarthLink  Network,  Inc.  ("EarthLink"),  one of the largest
ISPs in the United States,  through which members gain Internet  access and
are directed to theglobe.com  as their home site upon startup.  The Company
has also formed strategic  alliances with companies  including  Advertising
Age,  Together Systems and Ziff Davis University.  These  relationships are
designed to drive  additional  traffic to the site,  create brand  building
opportunities  and allow for the  marketing  of  products  and  services to
theglobe.com's user base.

     Expand Globally.  The Company believes that significant  opportunities
exist to  capitalize on the growth of the Internet  internationally  and is
pursuing strategic  relationships  with international  companies to exploit
cross-marketing,  co-branding and promotional opportunities.  Approximately
25% to 35% of theglobe.com's traffic is generated by members outside of the
United States who are able to communicate  and publish on the site in their
respective languages.  The Company has received prominent press coverage in
Europe,  Asia and Australia,  and has  established a relationship  with MTV
U.K.  to  feature  theglobe.com's  founders  on a weekly  news  show (to be
launched initially in the United Kingdom in the fall of 1998).

     Further  Develop  E-commerce.  The  Company  intends to  increase  its
e-commerce  revenues by  continuing  to increase  the number of  e-commerce
partners in theglobe.com  Marketplace (the "Marketplace"),  and through the
introduction of "Globe-shops," its e-commerce  merchandising solution aimed
at the small to  mid-sized  office and home office  market,  in the fall of
1998.  In  addition,  the  Company  is  seeking to expand the number of its
premier  commerce  partners   ("Premier   Partners")  that  rent  space  on
theglobe.com.  As of June 30, 1998,  approximately 35 companies,  including
four Premier Partners, participated in the Marketplace.

     Enhance Membership  Services.  The Company currently offers additional
Internet services, such as increased storage space for building home pages,
through  its Gold and  Platinum  membership  programs.  To  attract a wider
subscriber  base, the Company  intends to develop new  membership  programs
offering premium content, shopping clubs and entertainment services.

Products and Services

     theglobe.com provides users with access to the following collection of
products and services to generate content and purchase merchandise online:

     Free Services.  theglobe.com  provides a range of free services to its
members through which they are able to personalize their online experience.
These services include personal Web site hosting,  discussion forums,  chat
and e-mail.  Additionally,  theglobe.com provides news, weather,  movie and
music reviews,  multiplayer gaming,  horoscopes and personals.  Members are
also provided discounts on merchandise  offered by certain retailers in the
Marketplace.

     theglobe.com  Marketplace.  theglobe.com  Marketplace  provides  users
access to products offered by leading retailers and service providers.  The
Company allows  retailers to locate in its  Marketplace  and collects a fee
based on a percentage of  transactions.  The  Marketplace  currently has 35
participants  including  BarnesandNoble.com,  FAO Schwarz and Lens Express.
The Company also has  relationships  with four Premier  Partners who pay an
additional  fixed  monthly fee in order to receive  prominent  placement at
theglobe.com.  Premier marketplace agreements typically run for a period of
six months to one year and are renewable at the option of the partner.  The
Company  currently  has such  agreements  with Cyberian  Outpost,  Inc. for
software and computer hardware,  GetSmart for consumer finance,  Classified
Warehouse for classified  advertisements  and has signed a letter of intent
with RSL Communications for Internet telephony and phone services.

   
     globeStores.  globestores  is the Company's  e-commerce  merchandising
solution aimed at the small to mid-sized office and home office market. The
globeStore tool set will allow merchants and users to build  storefronts at
theglobe.com  assisted by an  easy-to-use  online  guide.  The Company will
offer  globeStore  merchants and users various options ranging from a basic
promotional  storefront to a more complete  solution,  including a catalog,
shopping cart and online transaction  capabilities.  The Company intends to
charge  globeStore  owners a  monthly  service  fee  based on the  level of
service utilized and a transactional fee.
    

     Member Subscriptions. The Company currently offers additional Internet
services through its Gold and Platinum membership packages.  These packages
provide  services such as additional  storage space and the ability to host
limited commercial activity. Member subscriptions are available for a $4.95
or $9.95 monthly fee, depending on the level of service.

Corporate Alliances and Relationships

     theglobe.com  has  established a number of  relationships  designed to
drive additional traffic to its site, create brand building  opportunities,
and allow for the marketing of products and services to  theglobe.com  user
base. These  arrangements are with a variety of online and offline partners
and provide a cost  effective  way to deliver  traffic to the site  because
they do not require significant capital expenditures. Examples include:

          EarthLink.  theglobe.com seeks to reach new members as they first
     become  acquainted with the Internet.  The Company believes that early
     contact with such users will enhance the Company's  ability to instill
     customer  loyalty.  Consistent  with this  strategy,  the  Company has
     established an alliance,  currently in a trial phase,  with EarthLink,
     one of the largest ISPs in the United States.  EarthLink has created a
     custom version of their  "start-up  CD-ROM" which not only gives users
     Internet access but also automatically directs them to theglobe.com as
     their  home  site  upon  start-up.  Additionally,  EarthLink  promotes
     theglobe.com  within  its  site  and  pays  the  production  costs  of
     co-branded  theglobe.com/EarthLink  start-up CD-ROMs. EarthLink pays a
     commission  to the Company for each  member or user  gaining  Internet
     access by utilizing the  co-branded  start-up  CD-ROM.  When the trial
     phase is completed  (expected in August  1998),  the alliance  will be
     automatically  renewed for  one-year  periods,  unless  terminated  by
     either party.

          Advertising Age. theglobe.com hosts a full-service  community for
     Advertising  Age,  a leading  trade  publication  for the  advertising
     industry.  In  exchange  for  providing  the full range of  membership
     services available on theglobe.com to users of the Advertising Age Web
     site, the Company  receives free promotion on the  Advertising Age Web
     site, as well as discounts on advertising in Advertising Age magazine.
     This  relationship  provides  theglobe.com  with significant  exposure
     throughout the advertising community, particularly among media buyers.

          JobDirect,  Inc.  JobDirect,  Inc.  ("JobDirect")  is an Internet
     resume service which connects  entry-level job seekers with employment
     opportunities.  In exchange for development of community  features for
     its Web site,  JobDirect  provides  theglobe.com  with a link from its
     site as well as  prominent  promotion  in its  offline  job  events on
     college  campuses.  JobDirect  provides all of its members e-mail from
     theglobe.com and distributes  co-branded marketing material to college
     students,  providing  theglobe.com  with  exposure to the  college-age
     market segment.

     In addition to the above  relationships,  the Company has a variety of
other  arrangements  designed  primarily  to  drive  traffic  to its  site,
including agreements with Ziff Davis University,  Together Systems,  Launch
Magazine,  Wall Street Sports LLC,  LINCS,  WebSurfer,  Mining  Company and
Lycos.

Advertising Customers

     With over 1.6 million  registered  members,  over 6.1 million  monthly
users and over 100 million  monthly page views as of June 1998, the Company
has successfully  attracted both mass market consumer product  companies as
well as technology-related  businesses  advertising on the Internet. Due to
its  advantages  as a community Web site,  the Company  believes it is well
positioned to capture a portion of the growing  number of consumer  product
and  service   companies   seeking  to  advertise  online.  In  June  1998,
approximately 90 customers advertised on theglobe.com.  During that period,
approximately  70% were repeat customers and no one customer  accounted for
more  than  10% of  revenues.  Some of the  Company's  advertising  clients
include:



           Lee Jeans            Coca Cola        J. Crew         Ziff Davis
           Procter & Gamble     Visa             Polygram        BellSouth
           Dunkin' Donuts       Office Depot     Levi's          Microsoft
           Sony                 3Com             USWest          Intel

Advertising Sales and Design

     The Company seeks to distinguish  itself from its competition  through
the creation of unique  advertising and sponsorship  opportunities that are
designed to build brand  loyalty for its  corporate  sponsors by seamlessly
integrating their advertising messages into theglobe.com's content. Through
its close  relationship  with the end user,  the Company has the ability to
deliver  advertising  to specific  targets within the site's themed content
areas,  allowing  advertisers to single out and  effectively  deliver their
messages to their respective target audiences.  For example,  a company can
target an  advertisement  solely to 35-40 year old  Canadian men with music
interests.  The Company  believes  that such  sophisticated  targeting is a
critical  element  for  capturing  worldwide  advertising  budgets  for the
Internet.  Additionally,  the Company intends to expand the amount and type
of demographic  information it collects from its members,  which will allow
it to offer more specific data to its advertising clients.

     While the Company's  competition generally provides banner advertising
as its  primary  delivery  system,  the  Company  offers an  assortment  of
advertising  options to its  clients,  allowing  them to take  advantage of
theglobe.com's  unique  relationship  with its  users and  rapidly  growing
membership   base.  In  addition  to  direct   response   indicators   like
"click-throughs," theglobe.com also specializes in providing innovative and
aggressive  selling  services  and a number of  "branding"  and "beyond the
banner" sponsorship  packages for its advertisers at higher premiums,  such
as:


   .  Banner Advertising                .  Sweepstakes
   .  Button Advertising                .  Content Development
   .  Contextual Links within Relevant  .  Affinity Packages for Advertising
      Content                              Partners
   .  Pop Up and Log Out Interstitials  .  Opt-In Direct Marketing/Lead
                                           Generation
   .  E-mail Sponsorship                   Programs
   .  Celebrity Event Sponsorships      .  Pre- and Post-Campaign Market
                                           Research


     The  Company  has  built  an  internal   sales   organization   of  16
professionals,  focusing on both selling advertisements on the Web site and
developing  long-term  strategic  relationships with clients. A significant
portion of the Company's sales personnel's  income is commission based. All
of  the  Company's  sales  personnel  sell   advertising   exclusively  for
theglobe.com.  The  Company  currently  sells  over 95% of its  advertising
inventory through its in-house sales staff,  allowing the Company to better
control its pricing and inventory,  maintain brand  consistency and capture
maximum  revenue.  The Company  has sales  offices in New York City and San
Francisco, and intends to open additional sales offices in selected markets
around the world.

Marketing and Promotions

     The Company  was the first  community  Web site to commit  significant
funds to advertising in traditional  offline media,  distinguishing  itself
from  most of its  competitors  and other  online  companies.  The  Company
launched  an $8  million  advertising  campaign  in March  1998,  including
television,  print, billboards,  buses, telephone kiosks, online media, and
other  marketing  and  promotional  efforts.  These  efforts  are  aimed at
generating  significant  additional  traffic to theglobe.com,  building and
defining  a  desirable  online  destination  in the  minds of  present  and
potential online  consumers,  and creating a strong and viable brand within
the  Internet  industry  and  advertising  trades.  The Company  intends to
continue  to  commit  a  significant   part  of  its  budget  to  marketing
theglobe.com  brand. The Company advertises on national cable channels like
MTV,  E!  Entertainment  Television,  Comedy  Central,  ESPN and the Sci-Fi
Channel.  The Company has also purchased  advertising on network television
in several  markets  including New York,  San Francisco,  Seattle,  Boston,
Denver and Atlanta.

Technology

     The Company's strategy is to apply existing technologies in novel ways
to deliver content and provide services to members of its online community.
The various features of theglobe.com's  online  environment are implemented
using a combination  of  commercially  available and  proprietary  software
components.  The Company favors  licensing and integrating  "best-of-breed"
commercially available technology from industry leaders such as Oracle, Sun
Microsystems and Microsoft whenever possible. The Company reserves internal
development of software for those components  which are either  unavailable
on the market or which  have  major  strategic  advantages  when  developed
internally.  The  Company  believes  that this  component  approach is more
manageable,   reliable,  and  scalable  than  single-source  solutions.  In
addition,  the emphasis on commercial  components speeds  development time,
which is an advantage when competing in a rapidly evolving market.

     Consistent with the Company's  preference for  off-the-shelf  software
components,  the hardware  systems  utilized by the Company also consist of
commercially   available   components.   The  Company  believes  that  this
architecture  provides  the  ability to  increase  scale more  quickly  and
reliably,  and at lower cost, than more centralized  systems.  Although the
existing infrastructure currently exceeds the Company's present demand, the
Company has aggressive  plans for additional  upgrades in  anticipation  of
increased demand.

     The Company's  distributed server  architecture  allows it to roll out
upgrades  incrementally  on  an  as-needed  basis.  In  addition  to  being
scalable,  the  Web-serving  architecture is also entirely  redundant.  The
Company's  Internet  servers are connected to the Internet through multiple
dedicated  45 Mb T3  connections  obtained  through two  separate  backbone
providers,  AppliedTheory and UUNET. This approach to connectivity protects
the Company by allowing it to continue operations in the event of a failure
in either backbone. See "Risk Factors--Technological Change."

     In order to efficiently  manage the system,  the Company has developed
highly  automated  methods of  monitoring  the system  performance  of each
component. In the event of a failure in any subsystem, the failed subsystem
is immediately  taken out of service and requests are distributed among the
remaining  operational  systems.  The Company has also developed a suite of
tools to  perform  routine  management  tasks  such as log  processing  and
content  updates in an automated,  remote-controlled  fashion.  The Company
believes  that  its  investment  in  automation  lessens  the  need for the
additional personnel that would otherwise be required to support the system
as it grows. See "Risk Factors--Technological  Change" and "--Dependence on
Key Personnel."

Competition

     The market for  members,  users and  Internet  advertising  is new and
rapidly  evolving,  and competition  for members,  users and advertisers is
intense and is expected  to increase  significantly.  Barriers to entry are
relatively  insubstantial  and the Company may face  competitive  pressures
from many  additional  companies both in the United States and abroad.  The
Company  believes  that the  principal  competitive  factors for  companies
seeking  to  create   communities   on  the  Internet  are  critical  mass,
functionality  of the Web site,  brand  recognition,  member  affinity  and
loyalty,  broad  demographic  focus and open  access  for  visitors.  Other
companies that are primarily focused on creating  Internet  communities are
Tripod and  GeoCities,  and, in the  future,  Internet  communities  may be
developed or acquired by companies  currently  operating  Web  directories,
search engines,  shareware  archives,  content sites,  OSPs, ISPs and other
entities,  certain of which may have more  resources  than the Company.  In
addition, the Company could face competition in the future from traditional
media companies,  a number of which,  including  Disney,  CBS and NBC, have
recently  made   significant   acquisitions   or  investments  in  Internet
companies. Furthermore, the Company competes for users and advertisers with
other  content  providers  and with  thousands  of Web  sites  operated  by
individuals,  the government and educational  institutions.  Such providers
and sites include AOL, Angelfire,  CNET, CNN/Time Warner, Excite,  Hotmail,
Infoseek,  Lycos,  Microsoft,  Netscape,  Switchboard,  Xoom and Yahoo! The
Company also faces  competitive  pressure  from  traditional  media such as
newspapers,  magazines, radio and television. The Company believes that the
principal competitive factors in attracting  advertisers include the amount
of  traffic  on its Web site,  brand  recognition,  customer  service,  the
demographics of the Company's  members and users, the Company's  ability to
offer  targeted  audiences  and  the  overall   cost-effectiveness  of  the
advertising  medium offered by the Company.  The Company  believes that the
number of Internet companies relying on Internet-based advertising revenue,
as well as the  number of  advertisers  on the  Internet  and the number of
users, will increase substantially in the future. Accordingly,  the Company
will likely face  increased  competition,  resulting in  increased  pricing
pressures on its  advertising  rates,  which could have a material  adverse
effect on the Company. See "Risk Factors--Intense Competition."

Intellectual Property and Proprietary Rights

     The  Company  regards  substantial   elements  of  its  Web  site  and
underlying  technology as proprietary and attempts to protect it by relying
on  trademark,   service   mark,   copyright  and  trade  secret  laws  and
restrictions on disclosure and  transferring  title and other methods.  The
Company currently has no patents or patents pending and does not anticipate
that patents will become a significant  part of the Company's  intellectual
property in the foreseeable  future. The Company also generally enters into
confidentiality  agreements  with  its  employees  and  consultants  and in
connection  with its license  agreements  with third  parties and generally
seeks  to  control   access  to  and   distribution   of  its   technology,
documentation and other proprietary information. Despite these precautions,
it may be possible  for a third party to copy or  otherwise  obtain and use
the Company's  proprietary  information without authorization or to develop
similar technology  independently.  The Company pursues the registration of
its  trademarks in the United States and  internationally.  The Company has
registered a United States  trademark  for theglobe.  The Company has filed
United States  trademark  applications  for  theglobe.com  and theglobe.com
logo.  Additionally,  the Company has submitted trademark  applications for
theglobe.com and theglobe.com logo in Australia, Brazil, Canada, China, the
European  Union  (covering  Austria,  Belgium,  Denmark,  Finland,  France,
Germany,  Greece, Italy, Ireland,  Luxembourg,  the Netherlands,  Portugal,
Spain,  Sweden  and the United  Kingdom),  Hong Kong,  Israel,  Japan,  New
Zealand, Norway, Russia, Singapore,  South Africa,  Switzerland and Taiwan.
Effective  trademark,  service mark,  copyright and trade secret protection
may not be available in every country in which the  Company's  services are
distributed   or  made  available   through  the  Internet,   and  policing
unauthorized use of the Company's proprietary information is difficult. See
"Risk Factors--Reliance on Intellectual Property and Proprietary Rights."

Government Regulation and Legal Uncertainties

     The Company is currently subject to certain federal and state laws and
regulations  that are  applicable  to certain  activities  on the Internet.
Legislative and regulatory proposals under consideration by federal, state,
local and foreign governmental organizations concern various aspects of the
Internet,  including,  but not limited to,  online  content,  user privacy,
taxation,   access  charges,   liability  for  third-party  activities  and
jurisdiction. Such government regulation may place the Company's activities
under increased regulation,  increase the Company's cost of doing business,
decrease the growth in Internet use and thereby decrease the demand for the
Company's  services  or  otherwise  have a material  adverse  effect on the
Company's  business,  results of operations  and financial  condition.  See
"Risk  Factors--Government  Regulation and Legal  Uncertainties  Associated
with the Internet."

     Online  Content.   Online  content   restrictions  cover  many  areas,
including but not limited to,  indecent,  obscene or offensive  information
and content, such as sexually explicit  information,  gambling and consumer
fraud.

   
     Several  federal  and state  statutes  prohibit  the  transmission  of
certain types of indecent,  obscene, or offensive  information and content,
including sexually explicit  information and content,  over the Internet to
certain persons.  The  constitutionality  and the enforceability of some of
these statues is not clear at this time.  For example,  in 1997 the Supreme
Court  of the  United  States  held  that  selected  parts  of the  federal
Communications  Decency Act of 1996 (the "CDA")  governing  "indecent"  and
"patently offensive" content were  unconstitutional.  Many other provisions
of the CDA,  including  those relating to "obscenity,"  however,  remain in
effect.  Prior to the Supreme Court's decision, a federal district court in
New York held that certain  provisions of the New York penal law modeled on
the CDA  violated  the  Constitution.  A companion  provision  of that law,
however,  was subsequently  upheld. On July 23, 1998, the Senate passed the
appropriations  bill for the  Departments of Commerce,  Justice,  and State
(S.2260).  One of the  amendments to the bill is known as "CDA II," and, if
enacted,   would   prohibit   commercial   Web  sites   from   distributing
adult-oriented material deemed to be "harmful to minors." Another amendment
would,  if enacted,  require  public  schools and  libraries  that  receive
federal  funding on Internet  access to install  software that would filter
out material that is  "inappropriate  for minors." The House version of the
bill, was passed on August 6, 1998.

     The U.S.  Department of Justice and some state Attorneys  General have
recently intensified their efforts in taking action against businesses that
operate Internet gambling activities,  and pending legislation seeks to ban
Internet  gambling.  On July 23,  1998,  the Senate  passed  the  "Internet
Gambling  Prohibition  Act," which,  if enacted,  would  prohibit  placing,
receiving or otherwise making a bet or wager via the Internet in any state,
and would also  prohibit  engaging  in the  business of betting or wagering
through the Internet in any state. The bill also would direct the Secretary
of State to  negotiate  with foreign  countries  to conclude  international
agreements  that  would  enable  the  United  States to  enforce  specified
provisions of the act outside the United States.  A  substantially  similar
bill has been introduced in the House of Representatives.
    

     Certain states,  including New York and California,  have enacted laws
or  adopted   regulations  that  expressly  or  as  a  matter  of  judicial
interpretation   apply  various   consumer  fraud  and  false   advertising
requirements  to  parties  who  conduct  business  over the  Internet.  The
constitutionality  and the  enforceability  of some of these statues is not
clear at this time.  For example,  in 1997, a federal  district  court held
that  a  Georgia  criminal  statute  violated  the  Constitution   when  it
prohibited  Internet  transmissions that falsely identify the sender or use
trade names or logos that would  falsely state or imply that the sender was
legally authorized to use them.

     Internet Privacy.  The United States government  currently has limited
authority over the collection and  dissemination of personal data collected
online.  The Federal Trade  Commission Act (the "Act") prohibits unfair and
deceptive  practices in and  affecting  commerce.  The Act  authorizes  the
Federal Trade Commission (the "FTC") to seek injunctive and other equitable
relief,  including redress, for violations of the Act, and provides a basis
for  government  enforcement  of certain fair  information  practices.  For
instance,  failure to comply with a stated  privacy policy may constitute a
deceptive  practice  in  certain  circumstances,  and  the FTC  would  have
authority  to  pursue  the  remedies  available  under  the  Act  for  such
violations.  Furthermore,  in certain circumstances,  information practices
may be inherently deceptive or unfair, regardless of whether the entity has
publicly adopted any privacy policies. The FTC has issued an opinion letter
addressing the possible  unfairness inherent in collecting certain personal
identifying  information  from children online and transferring it to third
parties without  obtaining prior parental  consent.  However,  as a general
matter,  the FTC lacks  authority  to require  companies  to adopt  privacy
policies.

     Certain  industry  groups  have  proposed,  or are in the  process  of
proposing,  various  voluntary  standards  regarding  the treatment of data
collected  over the  Internet.  In order to establish  and bolster user and
member confidence in its privacy  policies,  the Company may incur expenses
in obtaining the  endorsement  of such  industry  groups or in altering its
current  policies to comply with such standards.  There can be no assurance
that the adoption of such voluntary standards will preclude any legislative
or administrative  body from taking  governmental action regarding Internet
privacy.

   
     Congress is considering  numerous proposals regarding Internet privacy
although   none   have  yet   passed   either   the   Senate  or  House  of
Representatives.

     In June 1998, the FTC released a report analyzing the effectiveness of
self-regulation as a means of protecting  consumer privacy on the Internet.
The  report  concluded  that  industry  self-regulation  had  not  provided
adequate  protection  for  Internet  users.  The  report  listed  four core
information  practices that must be part of any privacy  protection effort:
notice,  choice,  access and  security.  In order to protect the privacy of
children, the FTC recommended legislation that would require Web sites that
obtain information from children to provide actual notice to parents and to
obtain parental consent.  On July 21, 1998,  Commissioner  Pitiofsky stated
before  a  hearing  of  the  House  of   Representatives   Subcommittee  on
Telecommunications, Trade, and Consumer Protection that unless the computer
industry  could   demonstrate   that  it  had  developed  and   implemented
broad-based and effective  self-regulatory programs by the end of 1998, the
FTC would  seek  additional  legislative  standards  and  agency  authority
regarding  Internet  privacy.  At the same hearing,  the FTC proposed model
legislation  that  would  force  companies  to  comply  with the four  core
information practices and offer a safe harbor for industries that choose to
establish their own means for providing  consumer privacy  protections,  as
long as those means are subject to governmental  approval.  There can be no
assurance  that these  efforts  will not  adversely  affect  the  Company's
ability to collect demographic and personal information from members, which
could have an adverse  affect on its ability to attract  advertisers.  This
could in turn have a material  adverse  effect on the  Company's  business,
results of operations and financial condition.

     Moreover,  the FTC has begun investigations into the privacy practices
of companies  that collect  information  on the Internet.  For example,  on
August 13,  1998,  the FTC  announced  that it had entered  into a proposed
consent order with one of the Company's competitors.  In its complaint, the
FTC alleged  that such  competitor  engaged in three  deceptive  practices.
First,  the FTC  alleged  that the  company  falsely  represented  that the
personal  identifying   information  it  collects  through  the  membership
application  form is used only to provide  members the specific  offers and
products  or  services  they  request.  Second,  the FTC  alleged  that the
competitor falsely represented that the "optional  information" it collects
through the application  form is not disclosed to third parties without the
member's permission. Third, the FTC alleged that the competitor had falsely
represented  that it collected and maintained the  information  provided by
children  who joined  certain  neighborhoods  on its site,  rather than the
undisclosed  third  parties  who  actually  collected  and  maintained  the
information.

     Without admitting that these  allegations are correct,  the competitor
has tentatively  agreed,  among other things, to post a clear and prominent
privacy statement,  on its home page and each location where information is
collected,  disclosing the information collected,  the purpose to which the
information  would be used,  the persons to whom the  information  would be
released,  and the methods by which subscribers could access and remove the
information.  The competitor also agreed to obtain express parental consent
before  collecting  information  from children 12 and under.  Finally,  the
competitor agreed to post, for five years, a clear and prominent  hyperlink
within its privacy statement  directing  visitors to the FTC's site to view
educational material on privacy.

     The proposed  consent  order has been placed on the public  record for
sixty days for comments by interested  persons.  After sixty days,  the FTC
plans to again review the order and will decide whether to withdraw or make
the final proposed consent order.

     Despite the Company's policies protecting user privacy, the Company
could be forced to disclose information about users by an administrative
subpoena or court order. For example, on July 22, 1998, the Senate adopted
an amendment to S.2260, the Departments of Commerce, Justice, and State
appropriations bill, that would, if enacted, grant the FBI administrative
subpoena authority to quickly access the records of an Internet service
provider regarding a potential sexual predator using the Internet to
improperly contact children. The Senate passed this appropriations bill as
amended, on July 23, 1998. The House version of the bill was passed on
August 5, 1998.
    

     At the international  level, the European Union (the "EU") has adopted
a  directive  (the  "Directive")  that  will  impose  restrictions  on  the
collection and use of personal data,  effective October 1998. The Directive
could,  among other things,  affect United  States  companies  that collect
information over the Internet from individuals in EU member countries,  and
may impose  restrictions  that are more  stringent  than  current  Internet
privacy standards in the U.S. There can be no assurance that this Directive
will not adversely affect the Internet privacy  activities of entities such
as the  Company  that  engage in data  collection  from users in certain EU
member countries in conducting their business.

     Any new legislation enacted by federal,  state, or foreign governments
regulating  online  privacy  could  affect the way in which the  Company is
allowed to conduct its business,  especially those aspects that contemplate
the collection or use of members' personal information.

     Internet  Taxation.  A  number  of  proposals  have  been  made at the
federal,  state and local level, and by certain foreign  governments,  that
would impose  additional  taxes on the sale of goods and services  over the
Internet,  and certain states have taken  measures to tax  Internet-related
activities.

   
     Currently,  Congress  is  considering  legislation  that would place a
temporary moratorium on any new taxation of Internet commerce.  On June 23,
1998,  the House of  Representatives  passed H.R.  4105,  the "Internet Tax
Freedom  Act," which  includes a three-year  moratorium  on state and local
taxes on Internet access, bit taxes, or multiple or discriminatory taxes on
electronic  commerce.  Certain  existing  state  laws,  however,  would  be
expressly  excepted from this  moratorium if such state law was  reaffirmed
within a one-year period.  The bill would also create a commission to study
several Internet taxation issues and to present proposed legislation to the
President and Congress.  H.R.  4105, if enacted in its current form,  would
also prohibit the FCC and the states from regulating the prices of Internet
access and online services.  See "Access Charges" below. The Senate is also
considering  legislation  on Internet  taxation.  Any  legislation  that is
eventually  passed  by  both  houses  of  Congress  may  contain  provision
different from those in H.R. 4105. In addition to the version passed by the
House of  Representatives,  the Senate Finance Committee approved a version
of S.442 on  November  4, 1997 that would,  among  other  things,  impose a
six-year moratorium and the Senate Commerce Committee approved a version of
S.442 on July 28, 1998 that would,  among other  things,  impose a two-year
moratorium.
    

     There can be no assurance that any such legislation will be adopted by
Congress or that new taxes will not be imposed upon Internet commerce after
any  moratorium  adopted by Congress  expires or that  current  attempts at
taxing or  regulating  commerce over the Internet  would not  substantially
impair  the  growth of  e-commerce  and as a result  adversely  affect  the
Company's opportunity to derive financial benefit from such activities.

     The  Clinton  Administration  has stated  that the United  States will
advocate   in  the  World   Trade   Organization   and  other   appropriate
international  organizations  that the  Internet be declared a  tariff-free
environment  whenever  it is used to  deliver  products  and  services.  In
addition, the Clinton Administration has stated that no new taxes should be
imposed on Internet commerce, but rather that taxation should be consistent
with  established  principles  of  international  taxation,   should  avoid
inconsistent national tax jurisdictions and double taxation,  and should be
simple  to  administer  and easy to  understand.  However,  there can be no
assurance   that   foreign   countries   will  not  seek  to  tax  Internet
transactions.

     Access  Charges.  Several  telecommunications  carriers are supporting
regulation  of the  Internet  by the FCC in the  same  manner  that the FCC
regulates other  telecommunications  services.  These carriers have alleged
that the  growing  popularity  and use of the  Internet  has  burdened  the
existing telecommunications  infrastructure,  resulting in interruptions in
phone service.  Local telephone carriers such as Pacific Bell, a subsidiary
of SBC  Communications  Inc.,  have petitioned the FCC to regulate ISPs and
OSPs in a manner similar to long distance  telephone carriers and to impose
access fees on ISPs and OSPs. If either of these  petitions is granted,  or
the relief sought therein is otherwise granted,  the costs of communicating
on or  through  the  Internet  could  increase  substantially,  potentially
slowing the growth in Internet use, which could in turn decrease demand for
the Company's services or increase the Company's cost of doing business.

     Liability  for  Information  Retrieved  from or  Transmitted  over the
Internet.  Materials may be downloaded  and publicly  distributed  over the
Internet by the Internet  services  operated or facilitated by the Company,
or  by  the  Internet   access   providers   with  which  the  Company  has
relationships.  These  third-party  activities  could  result in  potential
claims  against  the  Company  for  defamation,  negligence,  copyright  or
trademark  infringement  or other claims based on the nature and content of
such materials. See "Risk Factors--Liability for Information Retrieved from
or Transmitted over the Internet."

     Future  legislation  or  regulations  or court  decisions may hold the
Company  liable for listings  accessible  through its Web site, for content
and materials posted by members on their respective personal Web pages, for
hyperlinks from or to the personal Web pages of members, or through content
and materials posted in the Company's chat rooms or bulletin  boards.  Such
liability  might arise from claims alleging that, by directly or indirectly
providing hyperlink text links to Web sites operated by third parties or by
providing  hosting  services for members' sites,  the Company is liable for
copyright or trademark infringement or other wrongful actions by such third
parties  through  such  Web  sites.  If  any  third-party  material  on the
Company's Web site contains  informational  errors, the Company may be sued
for losses  incurred  in reliance  on such  information.  While the Company
attempts to reduce its exposure to such potential liability through,  among
other  things,   provisions  in  member   agreements,   user  policies  and
disclaimers,  the  enforceability  and  effectiveness  of such measures are
uncertain.

   
     On May 14, 1998,  the Senate passed  S.2037,  the "Digital  Millennium
Copyright   Act,"  whose  Title  II  contained  the   "Internet   Copyright
Infringement  Liability  Clarification  Act." This  legislation  would,  if
enacted,  provide that, under certain  circumstances,  a "service provider"
would not be liable  for any  monetary  relief,  and  would be  subject  to
limited injunctive relief, for infringing  copyright materials  transmitted
by users over its digital communications network, temporarily stored on its
system by its system  caching  procedures,  stored on  systems or  networks
under its control,  or  connected to its systems or networks by  hyperlinks
and other information  location tools. This legislation also provides that,
under certain circumstances, a service provider shall not be liable for any
claim based on the service  provider's  good faith  removal of or disabling
access  to  such  infringing   material.   On  August  4,  1998,  House  of
Representatives has passed a bill containing similar provisions for service
providers.
    

     The Company's  e-mail service is provided by a third party.  See "Risk
Factors-Dependence on Third-Party Relationships." Such relationship exposes
the Company to potential  risk, such as claims  resulting from  unsolicited
e-mail ("spamming"),  lost or misdirected  messages,  illegal or fraudulent
use of e-mail or  interruptions  or  delays  in e-mail  service.  Potential
liability for information carried on or disseminated  through the Company's
systems could lead the Company to implement measures to reduce its exposure
to such  liability,  which  may  require  the  expenditure  of  substantial
resources and limit the attractiveness of the Company's services to members
and  users.  While the  Company  attempts  to reduce its  exposure  to such
potential  liability  through,  among other  things,  provisions  in member
agreements,   user  policies  and  disclaimers,   the   enforceability  and
effectiveness of such measures are uncertain.

     The Company also enters into  agreements  with  commerce  partners and
sponsors  under  which the  Company is  entitled  to receive a share of any
revenue from the purchase of goods and services  through  direct links from
the  Company's  Web site.  Such  arrangements  may  expose  the  Company to
additional legal risks and uncertainties,  including potential  liabilities
to  consumers  of such  products  and  services by virtue of the  Company's
involvement in providing  access to such products or services,  even if the
Company  does not itself  provide  such  products  or  services.  While the
Company's agreements with these parties often provide that the Company will
be  indemnified  against such  liabilities,  there can be no assurance that
such  indemnification,  if  available,  will be  enforceable  or  adequate.
Although the Company carries  general  liability  insurance,  the Company's
insurance may not cover all potential  claims to which it is exposed or may
not be adequate to  indemnify  the  Company for all  liability  that may be
imposed. Any imposition of liability that is not covered by insurance or is
in excess of insurance coverage could have a material adverse effect on the
Company's business, results of operations and financial condition.

     The increased  attention on liability  issues  relating to information
retrieved  or   transmitted   over  the  Internet   and   legislative   and
administrative proposals in this area could decrease the growth of Internet
use, thereby decreasing the demand for the Company's services.  Even to the
extent that claims  relating to such issues do not result in  liability  to
the Company, the Company could incur significant costs in investigating and
defending against such claims.

     Domain names. Domain names are the user's Internet "addresses." Domain
names have been the  subject of  significant  trademark  litigation  in the
United States.  The Company has registered the domain name  "theglobe.com."
There can be no  assurance  that third  parties  will not bring  claims for
infringement  against the Company for the use of this trademark.  Moreover,
because domain names derive value from the individual's ability to remember
such names,  there can be no assurance that the Company's domain names will
not lose their value if, for  example,  users  begin to rely on  mechanisms
other than domain names to access online resources.

     The current system for  registering,  allocating  and managing  domain
names has been the subject of litigation and of proposed regulatory reform.
There can be no  assurance  that the  Company's  domain names will not lose
their  value,  or that the  Company  will not have to obtain  entirely  new
domain names in addition to or in lieu of its current domain names, if such
litigation  or reform  efforts  result in a  restructuring  in the  current
system.

   
     Jurisdiction.  Due to the global reach of the Internet, it is possible
that,  although  transmissions  by the Company over the Internet  originate
primarily  in the State of New York,  the  governments  of other states and
foreign  countries  might  attempt to regulate  Internet  activity  and the
Company's  transmissions  or take action against the Company for violations
of their laws.  There can be no assurance that violations of such laws will
not be alleged or  charged  by state or foreign  governments  and that such
laws will not be modified,  or new laws enacted,  in the future. Any of the
foregoing could have a material  adverse effect on the Company's  business,
results of operations and financial condition.
    

Employees

   
     As of June 30, 1998, the Company had 75 full-time employees, including
20 in  sales  and  marketing,  45 in  production  and  10  in  finance  and
administration.  The Company's future success will depend,  in part, on its
ability to  continue  to  attract,  retain and  motivate  highly  qualified
technical and management  personnel,  for whom competition is intense. From
time to time, the Company also employs  independent  contractors to support
its   research   and   development,   marketing,   sales  and  support  and
administrative  organizations.  The Company's employees are not represented
by any collective  bargaining unit, and the Company has never experienced a
work  stoppage.  The Company  believes its relations with its employees are
good.
    

Facilities

     The Company's  headquarters are currently located in a leased facility
in New York City,  consisting of approximately 12,000 square feet of office
space,  a  majority  of which is under a  five-year  lease  with four years
remaining.  The Company intends to relocate its  headquarters at the end of
1998 to a larger facility and is currently evaluating a number of locations
in  the  greater   New  York  City  area.   The  Company  has  also  leased
approximately  1,200 square feet of office space in San  Francisco  for its
West Coast sales office.

Legal Proceedings

     There are no material legal  proceedings  pending or, to the Company's
knowledge, threatened against the Company.
<PAGE>
                                 MANAGEMENT

Executive Officers and Directors

     The  following  table sets forth the names,  ages and positions of the
Company's   executive  officers  and  directors.   Executive  officers  are
appointed by, and serve at the discretion  of, the Board of Directors.  All
directors  hold  office  until the annual  meeting of  stockholders  of the
Company following their election or until their successors are duly elected
and qualified.

   
   Name                        Age    Position
   ----                        ---    --------
   Michael S. Egan............  58    Chairman
   Todd V. Krizelman..........  24    Co-Chief Executive Officer,
                                        Co-President
                                        and Director
   Stephan J. Paternot........  24    Co-Chief Executive Officer,
                                        Co-President,
                                        Secretary and Director
   Dean S. Daniels............  41    Vice President and Chief
                                        Operating Officer
   Edward A. Cespedes.........  32    Vice President of Corporate
                                      Development and Director
   Francis T. Joyce...........  45    Vice President, Chief Financial
                                      Officer and Treasurer
                                    
   Rosalie V. Arthur..........  39    Director
   Robert M. Halperin.........  70    Director
   David Horowitz.............  69    Director
   H. Wayne Huizenga..........  60    Director
    
                                   
     Michael S. Egan. Mr. Egan has served as Chairman of theglobe.com since
August 1997. As such, Mr. Egan serves as Chairman of the Board of Directors
and as an executive officer of the Company with primary  responsibility for
day-to-day strategic planning and financing arrangements. Mr. Egan has been
the  controlling  investor of Dancing  Bear  Investments  a privately  held
investment  company,  since 1996.  From 1986 to 1996,  he was the  majority
owner and Chairman of Alamo Rent-A-Car, Inc. ("Alamo"), now a subsidiary of
Republic Industries,  Inc. Mr. Egan began his career with Alamo in 1976 and
held various management and ownership positions during this period until he
bought a controlling  interest in 1986. Mr. Egan is also Chairman and Chief
Executive Officer of Certified  Vacations,  a wholesale tour operator,  and
Chairman of  AutobyInternet.  Mr.  Egan is a director  of Florida  Panthers
Holdings,  Inc.  Mr.  Egan  began in the car  rental  business  with  Olins
Rent-A-Car, where he held various positions,  including President. Prior to
acquiring  Alamo,  Mr. Egan held various  administrative  positions at Yale
University and  administrative  and teaching positions at the University of
Massachusetts  at Amherst.  Mr.  Egan is a graduate of Cornell  University,
where he received a bachelor's degree in Hotel Administration.

     Todd V. Krizelman. Mr. Krizelman co-founded the Company in the fall of
1994. He is Co-Chief  Executive Officer and Co-President of the Company and
has served in various  capacities with the Company since its founding.  Mr.
Krizelman  graduated from Cornell  University in 1996,  where he received a
bachelor's degree in Biology.

     Stephan J. Paternot.  Mr. Paternot  co-founded the Company in the fall
of 1994. He is Co-Chief  Executive  Officer,  Co-President and Secretary of
the Company and has served in various capacities with the Company since its
founding.  Mr. Paternot graduated from Cornell University in 1996, where he
received bachelor's degrees in Business and Computer Science.

   
     Dean S. Daniels.  Mr.  Daniels was appointed  Vice President and Chief
Operating  Officer of the Company in August 1998.  From February 1997 until
joining the  Company,  Mr.  Daniels  served as Vice  President  and General
Manager of CBS New  Media,  a  subsidiary  managing  all of CBS  Television
Network's  activity on the Internet.  From March 1996 to February 1997, Mr.
Daniels was the Director of Interactive  Services at CBS News. From 1994 to
1996,  Mr.  Daniels  served as Director of Affiliate  News  Services at CBS
NEWSPATH. From 1992 to 1994, Mr. Daniels was Director of News of WCBS-TV, a
CBS owned  television  station in New York. Prior to that time, Mr. Daniels
held various positions at WCBS-TV,  including executive  producer,  and was
the recipient of four Emmy Awards.
    

     Edward A.  Cespedes.  Mr.  Cespedes was  appointed  Vice  President of
Corporate  Development  in July 1998 and has  served as a  director  of the
Company since August 1997. As Vice President for Corporate Development, Mr.
Cespedes has primary responsibility for corporate development opportunities
including  mergers  and  acquisitions.  Mr.  Cespedes  is  also a  Managing
Director of Dancing Bear  Investments.  Mr.  Cespedes  joined  Dancing Bear
Investments at its inception in 1996,  where his  responsibilities  include
venture capital investments, mergers and acquisitions and finance. Prior to
joining  Dancing  Bear  Investments,  Mr.  Cespedes  served as  Director of
Corporate  Finance for Alamo in 1996,  where he was responsible for general
corporate  finance in the United  States and in Europe.  From 1988 to 1996,
Mr.  Cespedes  worked in the Investment  Banking  Division of J.P. Morgan &
Company,  where he most recently focused on mergers and  acquisitions.  Mr.
Cespedes  also  serves on the board of  directors  of  AutobyInternet.  Mr.
Cespedes  received a  bachelor's  degree in  International  Relations  from
Columbia University.

     Francis T.  Joyce.  Mr.  Joyce was  appointed  Vice  President,  Chief
Financial  Officer and  Treasurer  of the  Company in July 1998.  From 1997
until joining the Company,  Mr. Joyce served as Chief Financial  Officer of
the Reed  Travel  Group,  a  division  of Reed  Elsevier  Plc,  which is an
international publisher of travel information. From 1994 to 1997, Mr. Joyce
was the Chief Financial  Officer at Alexander  Consulting Group, a division
of Alexander & Alexander  Services,  Inc.,  an  international  professional
services  firm,  which  included  a human  resources  consulting  firm,  an
insurance  brokerage unit and an executive  planning life  insurance  unit.
From  1988 to 1994,  Mr.  Joyce  worked  as a  Senior  Vice  President  and
controller  at Bates  Worldwide,  a division  of Saatchi & Saatchi  Co., an
advertising  firm.  Mr. Joyce  received a Bachelor of Science in Accounting
from the  University  of Scranton  and a Master of Business  Administration
from Fordham University. He is a Certified Public Accountant.

     Rosalie V. Arthur.  Ms. Arthur has served as a director of the Company
since  August  1997.  Ms.  Arthur is a Senior  Managing  Director  and Vice
President  of Mergers and  Acquisitions  of Dancing Bear  Investments.  She
currently  serves on the Board of Directors of Dancing Bear Investments and
several  of its  affiliated  companies.  She also  served  on the  Board of
Directors  of  Alamo  Rent-A-Car  and  affiliated  entities  and  Nantucket
Nectars. Prior to joining Dancing Bear Investments,  she served as Chief of
Staff and  Financial  Counselor to the Chairman of Alamo from 1986 to 1996,
when the  Company  was  sold.  Ms.  Arthur  was the  Manager  of  Financial
Reporting  at  Sensormatic  Electronics  Corporation  from 1984 to 1986 and
worked in the audit  department of KPMG Peat Marwick from 1980 to 1984. Ms.
Arthur  received her Bachelor of Science in Accounting  from the University
of South Florida. She is a Certified Public Accountant.

     Robert M.  Halperin.  Mr.  Halperin  has served as a  director  of the
Company  since 1995. He has acted as an advisor to Greylock  Management,  a
venture  capital firm, for the past five years. He is a member of the board
of directors of Avid Technology,  Inc. In addition,  Mr. Halperin serves on
the Board of Directors of the Associates of Harvard  Business  School,  the
Harvard  Business  School  Publishing Co. and Stanford  Health Services and
also is a Life Trustee of the University of Chicago.  He is the former Vice
Chairman of Raychem Corporation's Board of Directors and also served as its
President  and  Chief  Operating  Officer.   Mr.  Halperin  joined  Raychem
Corporation   in  1957.  Mr.   Halperin   received  a  master  of  business
administration  degree  from  Harvard  Business  School,  and he  earned  a
bachelor's  degree in liberal  arts from the  University  of Chicago  and a
bachelor's degree in Mechanical Engineering from Cornell University.

     David  Horowitz.  Mr. Horowitz has served as a Director of the Company
since  December  1995.  He has acted as an investor and  consultant  in the
media and  communications  industries for at least the past five years, and
as  a  consultant  to  the  American  Society  of  Composers,  Authors  and
Publishers,  and a Lecturer at the Columbia  University School of Law. From
1973  to  1984,  Mr.  Horowitz  was  an  officer  and  director  of  Warner
Communications,  Inc.,  and  until  1985  he was  President  and CEO of MTV
Networks, Inc. Mr. Horowitz is a graduate of Columbia University,  where he
received a bachelor's degree, and is a graduate of Columbia Law School.

     H. Wayne  Huizenga.  Mr.  Huizenga  has  served as a  director  of the
Company  since July 1998.  Mr.  Huizenga  has served as the Chairman of the
Board of Republic  Industries,  Inc.  since  August  1995,  as its Co-Chief
Executive  Officer  since October 1996 and as its Chief  Executive  Officer
from  August  1995 until  October  1996.  Mr.  Huizenga  also serves as the
Chairman of the Board and Chief  Executive  Officer of  Republic  Services,
Inc., as the Chairman of the Board of Florida Panthers  Holdings,  Inc. and
as the Chairman of the Board of Extended Stay America,  Inc. From September
1994 until October 1995, Mr. Huizenga served as the Vice Chairman of Viacom
Inc.  ("Viacom"),   and  as  the  Chairman  of  the  Board  of  Blockbuster
Entertainment Group ("Blockbuster"),  a division of Viacom. From April 1987
through  September  1994, Mr.  Huizenga served as the Chairman of the Board
and Chief Executive Officer of Blockbuster.  In September 1994, Blockbuster
merged into Viacom. In 1971, Mr. Huizenga co-founded Waste Management, Inc.
and served in various  capacities,  including  President,  Chief  Operating
Officer and a director from its  inception  until 1984.  Mr.  Huizenga also
owns or controls the Miami Dolphins and Florida Marlins professional sports
franchises, as well as Pro Player Stadium, in South Florida.

     The Company  currently  intends to appoint an additional member to the
Board of Directors. This Board member will be a nominee of Michael S. Egan.

Key Employees

     The  following  table  sets  forth  the  names  and  positions  of the
Company's key employees.

   
   Name                        Position
   ----                        --------
   Susan Berkowitz             Director of Sales and Marketing
   Vance Huntley               Director of Technology
   Esther Loewy                Director of Communications
   Will Margiloff              Director of Advertising Sales
   Richard Mass                General Counsel
   David Tonkin                Director of Human Resources
    


     Susan Berkowitz. Ms. Berkowitz joined theglobe.com in 1996 as Director
of Sales and Marketing. Before joining theglobe.com,  Ms. Berkowitz was the
Director of Media  Ventures at SPIN  Magazine  from 1994 to 1996.  Prior to
that time, Ms.  Berkowitz was hired to build a new worldwide  Entertainment
Marketing  division for J. Walter Thompson from 1993 to 1994. Prior to that
time,  Ms.  Berkowitz was a Vice  President at Chase  Manhattan Bank in the
Real Estate Investment Banking division from 1987 to 1993.

     Vance Huntley.  Vance Huntley joined  theglobe.com in 1995 as Director
of Technology.  Between 1991 and 1994 Mr. Huntley held software development
positions with  Delta-Epsilon  Software and the Cornell Institute of Social
Economic  Research.  In 1994 Mr. Huntley developed a Transmission  Electron
Microscopy  simulation  for the  Cornell  Materials  Science  Center  while
completing his BS in the Applied & Engineering  Physics  program at Cornell
University.  In 1990, Mr. Huntley wrote simulation software at the Lawrence
Livermore National Laboratory Supercomputing Center.

     Esther Loewy. Ms. Loewy joined theglobe.com in May 1997 as Director of
Communications. As such, Ms. Loewy is responsible for managing the in-house
communications  department  for the  Company  as well as the  direction  of
theglobe.com's media and public relations. Before joining theglobe.com, Ms.
Loewy was a consultant for the @Cafe in New York and other media  companies
from  1995 to 1997.  From  1992 to 1995  Ms.  Loewy  was a  Senior  Account
Executive at Charles Levine Communication.

     Will Margiloff.  Mr.  Margiloff  joined  theglobe.com in March 1998 as
Director  of  Advertising  Sales.  Mr.  Margiloff  is  responsible  for the
management and direction of theglobe.com's  sales force in New York and San
Francisco,  as well as the expansion of the Company's  advertising  efforts
both domestically and internationally.  Before joining  theglobe.com,  from
1997 to 1998 Mr.  Margiloff was the Vice  President of East Coast Sales for
24/7  Media.  From  1995  to 1998  Mr.  Margiloff  held  the  senior  sales
management position at software site Jumbo!

   
     Richard W. Mass.  Mr. Mass will be  appointed  General  Counsel of the
Company in September  1998.  From 1994 until joining the Company,  Mr. Mass
served as a senior attorney  supporting  AT&T's  Internet  services and was
also the chief  counsel for Downtown  Digital,  AT&T's  digital  production
facility that developed interactive  television  programming and Web sites.
From 1992 to 1994, Mr. Mass was an attorney at Gray Cary Ware & Freidenrich
in Palo  Alto,  California.  From  1991 to 1992,  Mr.  Mass was a  Visiting
Assistant Professor of Law at the University of Miami and from 1987 to 1990
Mr. Mass was an attorney at  Proskauer,  Rose,  Goetz &  Mendelsohn  in New
York.  Mr. Mass  received a Bachelor  of Arts in  Economics  from  Williams
College and received a law degree from Stanford Law School.
    

     David Tonkin.  Mr. Tonkin joined  theglobe.com in May 1998 as Director
of Human Resources.  Mr. Tonkin is responsible for managing the recruiting,
hiring and human resource  administration of all employees at theglobe.com.
Before  joining  theglobe.com,  from  1995 to 1998 Mr.  Tonkin  worked as a
Senior Resource Manager for Knowledge Transfer  International,  responsible
for recruiting, developing and managing consulting staffing services. Prior
to that  time,  from 1994 to 1995,  Mr.  Tonkin  worked  as Human  Resource
Manager for NightRider  (Alco  Management  Service).  From 1993 to 1994 Mr.
Tonkin worked as Operations Manager for Premier Shoe Company.

Board Committees

     The Audit Committee of the Board of Directors reviews and monitors the
corporate  financial  reporting and the internal and external audits of the
Company,  including,  among other things,  the Company's control functions,
the results and scope of the annual  audit and other  services  provided by
the Company's  independent  accountants,  and the Company's compliance with
legal  matters that have a significant  impact on the  Company's  financial
condition.  The Audit Committee will consult with the Company's  management
and the Company's  independent  accountants  prior to the  presentation  of
financial  statements  to  stockholders  and,  as  appropriate,   initiates
inquiries into aspects of the Company's financial affairs. In addition, the
Audit  Committee  has the  responsibility  to consider  and  recommend  the
appointment  of,  and  to  review  fee  arrangements  with,  the  Company's
independent  accountants.  The current  members of the Audit  Committee are
Messrs. Halperin and Horowitz and Ms. Arthur.

     The Compensation Committee of the Board of Directors reviews and makes
recommendations to the Board regarding the Company's  compensation policies
and all forms of  compensation  to be provided to  executive  officers  and
directors of the Company,  including,  among other things,  annual salaries
and bonuses and stock option and other incentive compensation  arrangements
of the Company. In addition,  the Compensation  Committee reviews bonus and
stock compensation arrangements for all other employees of the Company. The
current members of the Compensation  Committee are Messrs.  Egan,  Halperin
and  Horowitz and Ms.  Arthur.  Prior to July 15,  1998,  the  Compensation
Committee  consisted of Messrs.  Egan,  Halperin,  Krizelman  and Paternot.
Stock option grants will be approved,  at the election of the  Compensation
Committee, by either the entire Board or a subcommittee of the Compensation
Committee consisting of Messrs. Horowitz and Halperin.

     The   Nominating   Committee   of  the   Board  of   Directors   makes
recommendations to the Board of Directors  regarding nominees for the Board
of Directors.  The current members of the Nominating  Committee are Messrs.
Egan, Krizelman and Paternot and Ms. Arthur.

Executive Officers

     Executive  officers  of the  Company  are  appointed  by the  Board of
Directors and serve at the discretion of the Board of Directors.

Directors' Compensation

     Directors   who  are  also   employees  of  the  Company   receive  no
compensation  for  serving  on the  Board of  Directors.  With  respect  to
Directors who are not employees of the Company ("Non-Employee  Directors"),
the Company  intends to reimburse  such  directors for all travel and other
expenses  incurred in connection with attending such Board of Directors and
committee  meetings.  Non-Employee  Directors  are also eligible to receive
automatic  stock option grants under the 1998 Plan.  The 1998 Plan provides
that each eligible  Non-Employee  Director as of July 13, 1998 will receive
an initial grant of options to acquire  50,000 shares of Common Stock,  and
each Director who becomes an eligible Non-Employee Director after such date
will receive an initial grant of options to acquire 25,000 shares of Common
Stock.  In addition,  each eligible  Non-Employee  Director will receive an
annual  grant of  options to acquire  7,500  shares of Common  Stock on the
first  business  day  following  each of the  Company's  annual  meeting of
shareholders  that occurs while the 1998 Plan is in effect.  All such stock
options  will be granted with per share  exercise  prices equal to the fair
market value of the Common Stock as of the date of grant.

Executive Compensation

     The following table sets forth information concerning compensation for
services in all capacities awarded to, earned by or paid to the Company's
Co-Chief Executive Officers (collectively, the "Named Executives") during
the year ended December 31, 1997:


                       SUMMARY COMPENSATION TABLE (1)

                                                  
                                                  Long-Term
                                                  Compensation
                                                  ------------
                                                  Number of
                                                  Securities
                                                  Underlying
                             Annual Compensation  Securities
                             -------------------  Underlying
                                       Bonus        Options   All Other
Name and Principal Position  Salary($)  ($)           (#)     Compensation($)(2)
- ---------------------------  --------  ------     ----------- -----------------

Todd V. Krizelman,           $76,000   $18,750     289,951       $500,000
  Co-Chief Executive
  Officer and Co-President
Stephan J. Paternot,         $76,000   $18,750     289,951       $500,000
  Co-Chief Executive Officer,
  Co-President and Secretary


- ----------------------
(1)  The  Company  did not have any other  executive  officers  during this
     period.  

(2)  Reflects a one-time payment of $500,000  associated with the Company's
     sale of Preferred  Stock and Warrants to Dancing Bear  Investments  in
     August 1997.



                      1997 YEAR END OPTION VALUES (1)


                                 Number of           Value of
                                Securities          Unexercised
                                Underlying         In-the-Money
                            Unexercised Options    Options at Fiscal
                            at Fiscal Year-End (#)  Year-End ($)(2)
                              
                         ---------------------------------------------------
Name                     Exercisable Unexercisable Exercisable Unexercisable
- ----------------------   ----------- ------------- ----------- -------------

Todd V. Krizelman            50,000    289,951      $68,000   $295,750

Stephan J. Paternot          50,000    289,951      $68,000   $295,750


(1)  The Named Executives did not exercise any options in 1997.

(2)  Based on a per share fair market value of Common Stock equal to $   , as
     of December 31, 1998.



                       OPTIONS GRANTS IN 1997

                                                               Potential
                                                               Realizable Value
                                                               at Assumed Rates
                    Number of  Percent     Exercise            of Stock Price
                    Securities of Options  or                  Appreciation for
                    Underlying Granted to  Base                Option Term (1)
                    Options    Employees   Price   Expiration  ----------------
Name                Granted(#) in 1997     ($/sh)  Date           5%      10%
- ------------------ ---------   ---------   ------- ----------  ---------  -----

Todd V. Krizelman   289,951      37%       $0.35   May 2007  $172,348  $438,705
Stephan J. Paternot 289,951      37%       $0.35   May 2007  $172,348  $438,705

- --------------
(1)  These amounts represent certain assumed rates of appreciation only and
     are displayed in connection with SEC disclosure  rules.  Actual gains,
     if any, on stock option exercises are dependent on future  performance
     of the Common Stock.


Employment Agreements

     On August 13, 1997,  the Company  entered into  employment  agreements
(each a "Chief Executive Employment  Agreement") with Todd V. Krizelman and
Stephan  J.  Paternot.  Pursuant  to the  terms  of  each  Chief  Executive
Employment Agreement,  each individual will be employed as an Executive (as
defined therein) of the Company.  Each Chief Executive Employment Agreement
provides for an annual base salary of $125,000 with  eligibility to receive
annual increases amounting to no less than 15% of the Executive's then-base
salary. Pursuant to the Chief Executive Employment Agreements,  each of the
Executives also received a one-time payment of $500,000 associated with the
sale of Preferred Stock and Warrants to Dancing Bear  Investments,  and are
entitled  to an annual  cash  bonus,  which will be assessed at the Board's
discretion and upon the  achievement of target  performance  objectives set
forth  in  the  Company's  budget.  Each  Executive  is  also  entitled  to
participate in the stock option plans of the Company as well as all health,
welfare, and other benefit plans provided by the Company to its most senior
executives.

   
     Each  of  the  Chief  Executive  Employment  Agreements  is for a term
expiring  August 13, 2002,  subject to earlier  termination  as provided in
each Chief  Executive  Employment  Agreement.  Each of the Chief Executive
Employment  Agreements  provides  that, in the event of  termination by the
Company  without  Cause (as  defined  in each  Chief  Executive  Employment
Agreement), the Executive will be entitled to receive from the Company: (i)
any accrued and unpaid base salary,  (ii)  reimbursement for any reasonable
and necessary  monies advanced or expenses  incurred in connection with the
Executive's  employment,  (iii) a pro-rata  portion of the annual bonus for
the year of termination and (iv) for one year following such termination or
the  remainder  of the term of the Chief  Executive  Employment  Agreement,
whichever is less,  continued  salary  payments and employee  benefits.  In
addition,  termination without Cause automatically  triggers the vesting of
all stock options held by the Executive.
    

     In the event of a Change in Control (as defined in the Chief Executive
Employment  Agreement) or a dissolution of the Company,  each Executive may
elect to terminate his  employment by delivering a notice within 60 days to
the  Company  and  receive (i) any accrued and unpaid base salary as of the
termination date and (ii) an amount  reimbursing the Executive for expenses
incurred on behalf of the Company prior to the termination date.

   
     Each Chief Executive  Employment  Agreement contains a covenant not to
compete  with the  Company for a period of five years from the date of each
Chief Executive Employment Agreement or, in the case of termination without
Cause or after a Change in  Control,  the  earlier  of a period of one year
immediately  following  termination  of  employment  or five years from the
consummation of the Offerings.

     The Company  has entered  into an  Employment  Agreement  with Dean S.
Daniels (the "Daniels Employment Agreement").  Pursuant to the terms of the
Daniels  Employment  Agreement,  Mr.  Daniels  will be  employed  as  Chief
Operating  Officer  ("COO") of the Company  effective  August 31, 1998. The
Daniels Employment Agreement provides for an annual base salary of not less
than  $250,000  per year and an annual cash bonus of $50,000.  Mr.  Daniels
will be granted stock options (the "Options") to purchase 175,000 shares of
Common  Stock,  with an  exercise  price per share equal to the fair market
value per share of Common  Stock as of the date of the grant.  The  Daniels
Employment Agreement also provides for the grant of additional options upon
the Company's  attainment of certain financial targets in the 1998 and 1999
fiscal  years of the  Company.  The  Options  will  vest  with  respect  to
one-third  of the  shares  subject  thereto  on  each  of the  first  three
anniversaries of the date of grant.

     The Daniels Employment  Agreement is for a term expiring on August 31,
2001, subject to earlier  termination as provided in the Daniels Employment
Agreement.  The Daniels Employment Agreement provides that, in the event of
termination  by the  Company  without  Cause  (as  defined  in the  Daniels
Employment  Agreement),  Mr.  Daniels  will be entitled to receive from the
Company (i) any accrued and unpaid base salary (as of the termination date)
and  salary   continuation   during  a  non-competition   period  following
termination  which  will be one year,  (ii)  reimbursement  for any and all
monies advanced or expenses incurred in connection with his employment, and
(iii) the annual bonus for the year of termination. In addition termination
without Cause automatically  triggers the vesting of all stock options held
by Mr. Daniels that have not yet vested.

     The Daniels  Employment  Agreement  contains a covenant not to compete
with the  Company  for a period  of one year  from the date of the  Daniels
Employment Agreement's termination.

     On July 13, 1998,  the Company  entered into an  Employment  Agreement
with Francis T. Joyce (the "Joyce Employment  Agreement").  Pursuant to the
terms of the Joyce  Employment  Agreement,  Mr.  Joyce will be  employed as
Chief  Financial  Officer  ("CFO")  of the  Company.  The Joyce  Employment
Agreement  provides for an annual base salary of not less than $200,000 per
year  with  eligibility  to  receive  annual  increases  in base  salary as
determined  by the Co-Chief  Executive  Officers and  Co-Presidents  of the
Company.  Mr. Joyce will also receive an annual cash bonus of $50,000.  Mr.
Joyce will be granted  stock options (the  "Options")  to purchase  175,000
shares of Common Stock,  with an exercise price per share equal to the fair
market  value per share of Common  Stock as of the date of the grant (which
shall be 15% below the initial public offering price.) The Joyce Employment
Agreement  also  provides  for the  grant of  additional  options  upon the
Company's  attainment  of  certain  financial  targets in the 1998 and 1999
fiscal  years of the  Company.  The  Options  shall  vest with  respect  to
one-third  of the  shares  subject  thereto  on  each  of the  first  three
anniversaries of the date of grant.

     The Joyce  Employment  Agreement  is for a term  expiring  on July 13,
2001,  subject to earlier  termination and provided in the Joyce Employment
Agreement.  The Joyce Employment  Agreement  provides that, in the event of
termination  by  the  Company  without  Cause  (as  defined  in  the  Joyce
Employment  Agreement),  Mr.  Joyce will be  entitled  to receive  from the
Company (i) any accrued and unpaid base salary (as of the termination date)
and  salary   continuation   during  a  non-competition   period  following
termination which will be six months (or one year, if the Company elects to
pay Mr. Joyce his salary during such period),  (ii)  reimbursement  for any
and all  monies  advanced  or  expenses  incurred  in  connection  with his
employment,  and (iii) a pro-rata  portion of the annual bonus for the year
of  termination.   In  addition  termination  without  Cause  automatically
triggers  the vesting of all stock  options held by Mr. Joyce that have not
yet vested.
    

     The Joyce Employment Agreement contains a covenant not to compete with
the  Company  for a period of from six months (or one year,  if the Company
elects to pay Mr. Joyce his salary during such period) from the date of the
Joyce Employment Agreement's termination.

1998 Stock Option Plan

     The Company's  1998 Stock Option Plan (the "1998 Plan") was adopted by
the Board of Directors on July 15, 1998,  and approved by the  stockholders
of the Company as of July 15, 1998. The 1998 Plan provides for the grant of
"incentive stock options" intended to qualify under Section 422 of the Code
and stock options which do not so qualify.  The granting of incentive stock
options is subject to limitation as set forth in the 1998 Plan.  Directors,
officers, employees and consultants of the Company and its subsidiaries are
eligible to receive  grants under the 1998 Plan.  The 1998 Plan is designed
to comply with the requirements for "performance-based  compensation" under
Section  162(m) of the Code,  and the  conditions  for  exemption  from the
short-swing  profit  recovery  rules  under  Rule  16b-3 of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

     The purpose of the 1998 Plan is to strengthen the Company by providing
an incentive to its  directors,  officers,  employees and  consultants  and
thereby  encouraging  them to devote  their  abilities  and industry to the
success of the Company's business enterprise. Options may be granted by the
Board or  Committee  (as defined  below) in its  discretion  to  directors,
officers, employees and consultants of the Company and its subsidiaries. In
addition,  directors  of the  Company  who are not  also  employees  of the
Company  or any of its  subsidiaries  are  eligible  to  receive  automatic
formula  option  grants as provided in the 1998 Plan.  Such formula  option
grants  include an initial grant of options to acquire 50,000 shares to the
eligible non-employee directors who served on the Board as of July 15, 1998
(25,000 shares to eligible non-employee  directors who become directors for
the first time after July 15, 1998) as well as annual  grants of options to
acquire  7,500  shares  to  eligible  non-employee  directors  on  the  day
following  each  annual  shareholders  meeting  while  the 1998  Plan is in
effect.  The terms and conditions of such options are set forth in the 1998
Plan.

     The 1998  Plan  authorizes  for  issuance  1,800,000  shares of Common
Stock,  subject to  adjustment as provided in the 1998 Plan. As of July 15,
1998, the Board of Directors  approved for grant 200,000 options to each of
Messrs.  Krizelman  and  Paternot  and  50,000  options  to  Mr.  Cespedes.
One-quarter of Mr. Cespedes' options are immediately vested.  Additionally,
the Company  intends to grant,  subject to Board of  Directors or Committee
approval, 200,000 options to Mr. Egan in connection with his appointment as
an  officer  in the  Company.  Options  will be  granted  by the  Board  of
Directors  or a  committee  (the  "Committee")  of the  Board of  Directors
comprised  of two or more  "non-employee  directors"  within the meaning of
Rule 16b-3, and unless otherwise  determined by the Board of the Directors,
"outside  directors"  within  the  meaning of  Section  162(m),  which will
administer the 1998 Plan. See "-- Board  Committees."  No individual may be
granted  options with respect to more than a total of 500,000 shares during
any three  consecutive  calendar year period under the 1998 Plan. Shares of
Common Stock subject to the 1998 Plan may either be authorized and unissued
shares or  previously  issued  shares  acquired  or to be  acquired  by the
Company  and held in its  treasury.  Subject to the terms of the 1998 Plan,
the Committee has the right to grant options to eligible  participants  and
to determine the terms and conditions of option  agreements,  including the
vesting schedule and exercise price of such options. The 1998 Plan provides
that the term of any option  may not  exceed  ten years.  In the event of a
Change in Control  (as  defined in the 1998 Plan) all  outstanding  options
will become immediately and fully vested. If a participant's employment (or
service as a director)  is  terminated  following a Change in Control,  any
options  vested at such time will remain  outstanding  until the earlier of
the first  anniversary of such termination and the expiration of the option
term.

     In  order  to  prevent  dilution  or  enlargement  of  the  rights  of
participants,  the 1998 Plan permits the Committee to make  adjustments  to
the aggregate number of shares subject to the 1998 Plan or any option,  and
to the purchase price to be paid or the amount to be received in connection
with the  realization of any option,  upon the occurrence of certain events
as described in the 1998 Plan.

1995 Stock Option Plan

     The  Company's  1995 Stock Option Plan,  as amended (the "1995 Plan"),
was  adopted  by the  Board of  Directors  on May 26,  1995.  The 1995 Plan
provides for the grant of incentive stock options and  non-qualified  stock
options.  Directors,  employees  and  consultants  of the  Company  and its
affiliates  are eligible to receive  grants  under the 1995 Plan.  The 1995
Plan authorizes for issuance  1,582,000 shares of Common Stock,  subject to
adjustment  as  provided  in the 1995 Plan.  As of June 30,  1998,  options
relating to approximately  1,425,941 shares of Common Stock are outstanding
under the 1995 Plan and  approximately  12,001  shares  remain  subject  to
future  option  grants.  The  remaining  options under the 1995 Plan may be
granted by Messrs. Krizelman and Paternot pursuant to the terms of the 1995
Plan.  The  Company  currently  intends to grant 500 options to each of its
employees  currently  employed by the Company and who have served  prior to
January 1, 1998 and 200 options to each of its employees currently employed
by the Company whose employment commenced after January 1, 1998.

401(k) Savings Plan

     theglobe.com  has established a savings and  profit-sharing  plan that
qualifies  as a  tax-deferred  saving  plan  under  Section  401(k)  of the
Internal Revenue Code (the "Savings Plan") for certain  eligible  employees
of theglobe.com.  Under the Savings Plan, participants may contribute up to
15% of their eligible compensation, up to $10,000, in any year on a pre-tax
basis.  Such  employee  contributions  are  fully-vested  at all times.  In
addition,   theglobe.com   may,   in  its   discretion,   make   additional
contributions on behalf of participants.  All amounts contributed under the
Savings Plan are invested in one or more investment  accounts  administered
by the plan administrator.

Stock Incentive Plan

   
     The  Company  intends,  subject  to  final  approval  of the  Board of
Directors,  to issue  shares of  Common  Stock to the  Company's  Community
Leaders under a stock incentive plan.  Immediately  following the execution
of the Underwriting Agreement,  each of the Company's Community Leaders, as
of July 23, 1998,  will be issued      fully vested  shares of Common Stock
(approximately       in the aggregate),  contingent upon the closing of the
Offerings.
    

Compensation Committee Interlocks and Insider Participation

   
     On July 15, 1998, Michael S. Egan, Robert M. Halperin,  David Horowitz
and Rosalie Arthur were appointed as members of the Compensation Committee.
Prior to such date,  the  Compensation  Committee  was comprised of Messrs.
Egan, Halperin, Krizelman and Paternot. Mr. Egan will, effective as of July
22, 1998, also serve as an executive  officer of the Company in his role as
Chairman.  Mr.  Egan is also  the  controlling  investor  of  Dancing  Bear
Investments,  and Ms. Arthur is a Senior Managing  Director of Dancing Bear
Investments.   See  "Certain   Relationships  and  Related  Transactions  -
Arrangements  with Entities  Controlled by Michael S. Egan." Although it is
contemplated  that Mr.  Egan  will not  receive  salary  or bonus  from the
Company,  however the Board of Directors  approved a grant of stock options
to Mr. Egan for 200,000  shares of Common  Stock under the  Company's  1998
Stock Option Plan, as consideration  for his performance of services in his
capacity as an executive  officer.  In the past fiscal  year,  Mr. Egan has
served as a director of AutobyInternet  and Certified  Vacations,  entities
with which the Company has recently begun e-commerce arrangements.
    

Key Man Insurance

     The Company  does not have and  currently  does not intend to purchase
key man insurance.

Indemnification Agreements

     The Company  has  entered  into  indemnification  agreements  with its
directors and officers.  These  agreements  provide,  in general,  that the
Company shall  indemnify  and hold harmless such  directors and officers to
the fullest extent permitted by law against any judgments,  fines,  amounts
paid  in  settlement,   and  expenses   (including   attorneys'   fees  and
disbursements)  incurred in connection  with, or in any way arising out of,
any claim,  action or proceeding  (whether civil or criminal)  against,  or
affecting,  such directors and officers  resulting from,  relating to or in
any way  arising  out of, the  service of such  directors  and  officers as
directors and officers of the Company.
<PAGE>
               CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   
Arrangements with Entities Controlled by Michael S. Egan

     The Company has recently  entered  into an  e-commerce  contract  with
AutobyInternet,  an entity controlled by Michael S. Egan, pursuant to which
the Company will pay  AutobyInternet a fee for every new subscribing member
of theglobe.com referred to the Company by AutobyInternet. In addition, the
Company  has  entered  into  an  e-commerce   arrangement   with  Certified
Vacations,  another  entity  controlled  by Michael S. Egan. As of June 30,
1998, the Company had not paid any fees to  AutobyInternet  or received any
revenues from Certified Vacations.
    

Voting Agreement

   
     Messrs.  Egan,  Krizelman  and Paternot  expect to enter into a Voting
Agreement pursuant to which Mr. Egan agrees to vote for certain nominees of
Messrs.  Krizelman  and  Paternot  to the Board of  Directors  and  Messrs.
Krizelman and Paternot agree to vote for Mr. Egan's  nominees to the Board,
who will represent a majority of the Board.  Additionally,  pursuant to the
terms of the Voting Trust  Agreement,  Messrs.  Krizelman and Paternot have
agreed to  contribute  any shares which may be acquired by them pursuant to
exercise of  outstanding  Warrants  transferred  to each of them by Dancing
Bear  Investments  to a voting trust  controlled  by Michael S. Egan.  Such
shares will be voted by Michael S. Egan and will be subject to restrictions
on transfer for a period of     years. The Voting Trust Agreement will also
provide  that  Messrs.  Egan,  Krizelman  and  Paternot  will be subject to
certain  "tag-along" and "drag-along" rights in connection with any private
sale of securities of the Company after the Offerings.
    

Transactions with Directors, Officers and 5% Stockholders

     Since  the  Company's  inception,   the  Company  has  raised  capital
primarily  through the sale of shares of its Preferred Stock. The following
table  summarizes the shares of Common Stock and Preferred  Stock purchased
for  greater  than  $60,000  by  executive   officers,   directors  and  5%
stockholders  of the  Company and  persons  associated  with them since the
Company's inception.


   
Executive                                   Preferred Stock
Officers,                 --------------------------------------------
Directors and
5% Stockholders           Series B  Series C  Series D(1)  SeriesE(2)
- ---------------           --------  --------  -----------  ---------- 

Dancing Bear(3)                                     51        10
Investments, Inc.
Michael S.Egan(4)                                   51        10
Robert M. Halperin(5)       47,620    12,500
David Horowitz(6)          100,000    25,000
    
- --------------------

(1)  Convertible into 8,047,529 shares of Common Stock.

   
(2)  Represents  Warrants to purchase 10 shares of Series E Preferred Stock
     prior to the Offerings and an aggregate of 4,046,018  shares of Common
     Stock after the Offerings.
    

(3)  Dancing Bear Investments  paid $20 million for its initial  investment
     in the Series D Preferred Stock and the Warrants.

(4)  Includes the shares that Mr. Egan is deemed to beneficially own as the
     controlling investor of Dancing Bear Investments.

(5)  Mr. Halperin paid $25,000.50 and $25,000 for his Series B and Series C
     Preferred Stock issued in December 1995 and           , respectively.

(6)  Mr.  Horowitz  paid  $52,000 and $50,000 for his Series B and Series C
     Preferred Stock issued in December 1995 and           , respectively.

     All of the directors  and  executive  officers of the Company are also
parties  to  registration  rights  agreements  with the  Company  which are
described under  "Description of Capital  Stock--Registration  Rights." The
Company also has entered into indemnification agreements with its directors
and officers. See "Management--Indemnification Agreements."

   
     In the  Concurrent  Offering,  the Company will sell to the Concurrent
Purchasers           shares of Common Stock at a price equal to the Initial
Public Offering price per share less underwriting discounts and commissions
but  including  the  Placement  Agent Fee.  The  Company  expects  that the
Concurrent  Purchasers will include certain of the Company's  directors and
officers.
    

<PAGE>
                          PRINCIPAL STOCKHOLDERS

   
     The following  table sets forth, as of August 19, 1998 and as adjusted
to  reflect  the sale of       shares  offered  by the  Company  hereunder,
certain information with respect to the beneficial  ownership of the Common
Stock of the Company by (i) each  person  known to the Company to own 5% or
more of the outstanding  shares of Common Stock, (ii) each of the Company's
directors,  (iii) each of the Company's executive officers, and (iv) all of
the directors and executive officers as a group.

     The percentages of total shares of Common Stock set forth below assume
that only the indicated person or group has exercised  options and warrants
which are exercisable  within 60 days of August 19, 1998 and do not reflect
the  percentage  of Common  Stock  which would be  calculated  if all other
holders of currently  exercisable  options or Warrants had exercised  their
securities. See footnote 1 below.

<TABLE>
<CAPTION>

                                           Shares of Common
                                          Stock Expected to be     Percentage of Total Shares
                                  Shares    Purchased in the          of Common Stock
                               Beneficially   Concurrent            ------------------
    Name                        Owned (1)      Offerings      Before Offerings  After Offerings
    ----                       ------------    ---------      ----------------  ---------------

<S>                            <C>                                <C>              <C>
Dancing Bear Investments,      12,093,547                         69.6%
Inc. (2)
333 East Las Olas Blvd.
Ft. Lauderdale, FL
Michael S. Egan(3)             12,106,047                         69.6
Todd V. Krizelman(4)            1,509,885                         11.0
Stephan J. Paternot(5)          1,614,975                         11.7
Dean S. Daniels(6)                      0                           *               *
Edward A. Cespedes(7)              62,500                           *               *
Francis T. Joyce(8)                     0                           *               *
Rosalie V. Arthur(9)               62,500                           *               *
Robert M. Halperin(10)            168,453                          1.3
David Horowitz(11)                208,334                          1.6
H. Wayne Huizenga(12)              12,500                           *
  All directors and            15,745,194                         85.4%
  executive officers as a
  group
  (10 persons) (13)
- -----------------------
*Less than one percent.
<FN>

(1)  Beneficial  ownership is determined  in  accordance  with rules of the
     Securities  and  Exchange  Commission  (the "SEC").  In computing  the
     number of shares  beneficially  owned by a person  and the  percentage
     ownership of that person,  shares of Common Stock  options or Warrants
     held by that  person that are  currently  exercisable  or  exercisable
     within 60 days of August 19, 1998 are deemed outstanding. Such shares,
     however,  are not deemed outstanding for the purposes of computing the
     percentage ownership of each other person.

(2)  Includes:  (a) 51 shares of Series D  Preferred  Stock,  which will be
     converted  into an aggregate of 8,047,529  shares of Common Stock upon
     consummation  of the Offerings,  (b)  3,546,018 shares of Common Stock
     issuable  following  consummation  of the Offerings  upon  exercise of
     Warrants  and (c) 500,000  shares of Common Stock  issuable  following
     consummation  of the  Offerings,  upon  exercise of  Warrants  held by
     persons  other than Dancing Bear  Investments  but as to which Dancing
     Bear  Investments  will have voting power upon exercise  pursuant to a
     Voting Trust Agreement.

(3)  Includes the following  shares that Mr. Egan is deemed to beneficially
     own as the controlling  investor of Dancing Bear  Investments:  (a) 51
     shares of Series D Preferred  Stock,  which will be converted  into an
     aggregate of 8,047,529 shares of Common Stock upon consummation of the
     Offerings,  (b) 3,546,018  shares of Common Stock issuable,  following
     consummation of the Offerings,  upon exercise of Warrants, (c) 500,000
     shares  of  Common  Stock  issuable  following   consummation  of  the
     Offerings,  upon  exercise of Warrants  held by persons other than Mr.
     Egan but as to which Mr.  Egan will have  voting  power upon  exercise
     pursuant to a Voting Trust Agreement,  and (d) 12,500 shares of Common
     Stock  subject to options  that are  currently  exercisable.  Excludes
     200,000 shares subject to options that will not be exercisable  within
     60 days of August 19, 1998. Mr. Egan's mailing  address is care of the
     Company.

(4)  Includes (a) 44,910 shares of Series A Preferred Stock,  which will be
     converted  into an  equal  number  of  shares  of  Common  Stock  upon
     consummation  of the  Offerings,  (b) 194,976  shares of Common  Stock
     subject to options  that are  currently  exercisable  and (c)  200,000
     shares  of  Common  Stock  issuable  following   consummation  of  the
     Offerings upon exercise of Warrants.  Excludes  344,975 shares subject
     to options that will not be  exercisable  within 60 days of August 19,
     1998. Mr. Krizelman's mailing address is care of the Company.

(5)  Includes  194,976  shares of Common Stock  subject to options that are
     currently  exercisable  and 200,000  shares of Common  Stock  issuable
     following  consummation  of the  Offerings  upon exercise of Warrants.
     Excludes   344,975   shares  subject  to  options  that  will  not  be
     exercisable  within 60 days of August 19, 1998. Mr Paternot's  mailing
     address is care of the Company.

(6)  Excludes  175,000  shares of Common Stock subject to options that will
     not be exercisable within 60 days of August 19, 1998.

(7)  Includes  12,500  shares of Common  Stock  subject to options that are
     currently  exercisable,  and 50,000  shares of Common  Stock  issuable
     following  consummation  of the  Offerings  upon exercise of Warrants.
     Excludes 37,500 shares subject to options that will not be exercisable
     within 60 days of August 19, 1998.

(8)  Excludes  175,000  share of Common Stock  subject to options that will
     not be exercisable within 60 days of August 19, 1998.

(9)  Includes  12,500  shares of Common  Stock  subject to options that are
     currently  exercisable,  and 50,000  shares of Common  Stock  issuable
     following  consummation  of the  Offerings  upon exercise of Warrants.
     Excludes 37,500 shares subject to options that will not be exercisable
     within 60 days of August  19,  1998 and shares  held by  Dancing  Bear
     Investments  (see  footnote 2 above) for which Ms. Arthur serves as an
     officer  and  a  director,  and  as  to  which  Ms.  Arthur  disclaims
     beneficial ownership.

(10) Includes 47,620 shares of Series B Preferred  Stock, and 12,500 shares
     of Series C Preferred Stock,  each convertible into an equal number of
     shares of Common  Stock,  and 22,816 shares of Common Stock subject to
     options that are  currently  exercisable.  Excludes  91,667  shares of
     Common Stock  subject to options that are not  currently  exercisable.
     Excludes  180,360  shares  of  Common  Stock  owned by Mr.  Halperin's
     children  for  which  he has a power  of  attorney  but as to which he
     disclaims beneficial ownership.

(11) Includes  100,000 shares of Series B Preferred Stock and 25,000 shares
     of Series C Preferred Stock,  each convertible into an equal number of
     shares of Common  Stock,  and 51,390 shares of Common Stock subject to
     options that are  currently  exercisable.  Excludes  66,666  shares of
     Common Stock subject to options that are not currently exercisable.

(12) Includes 12,500 shares subject to options that are exercisable  within
     60 days of August 19, 1998.  Excludes 37,500 shares subject to options
     that are not exercisable within 60 days of August 19, 1998.

(13) See footnotes 3 through 12 above.


</FN>
</TABLE>
    
<PAGE>
                        DESCRIPTION OF CAPITAL STOCK

   
     The  Company's  stockholders  have  approved  the Second  Amended  and
Restated  Certificate of Incorporation  (the  "Certificate")  which will be
filed with the  Delaware  Secretary of State prior to  consummation  of the
Offering.  Pursuant to the Certificate,  the Company's  authorized  capital
will consist of 100 million shares of Common Stock and three million shares
of Preferred Stock, par value $.001 per share (the "Preferred  Stock").  As
of June 30, 1998, there were 2,308,541  shares of Common Stock  outstanding
and  2,899,991  shares  of  Preferred  Stock  outstanding   (which  may  be
convertible into shares of Common Stock at any time).

     The  following  descriptions  of the  Company's  capital  stock do not
purport to be complete and are subject to and  qualified in their  entirety
by the  provisions  of the  Company's  Certificate  and By-Laws,  which are
included as exhibits to the Registration Statement of which this Prospectus
is a part,  and by the  provisions of applicable  law. The Bylaws have been
approved by the  Company's  Board of Directors  in the form  included as an
exhibit to the  Registration  Statement and will become  effective prior to
consummation of the Offerings.
    

Common Stock

   
     Following  the  Offerings,  approximately       shares of Common Stock
will be  outstanding.  All of the issued and  outstanding  shares of Common
Stock are, and upon the  completion  of the  Offerings the shares of Common
Stock offered hereby will be, fully paid and non-assessable. Each holder of
shares of Common  Stock is entitled to one vote per share on all matters to
be voted on by stockholders generally, including the election of directors.
There are no  cumulative  voting  rights.  The holders of Common  Stock are
entitled to dividends and other  distributions as may be declared from time
to time by the Board of Directors out of funds legally available  therefor,
if any. See "Dividend Policy." Upon the liquidation, dissolution or winding
up of the Company,  the holders of shares of Common Stock would be entitled
to  share  ratably  in the  distribution  of all  of the  Company's  assets
remaining   available  for  distribution  after  satisfaction  of  all  its
liabilities  and  the  payment  of  the   liquidation   preference  of  any
outstanding Preferred Stock as described below. The holders of Common Stock
have no preemptive or other subscription rights to purchase shares of stock
of the  Company,  nor are such  holders  entitled  to the  benefits  of any
redemption or sinking fund provisions.
    

Preferred Stock

   
     As of June 30,  1998,  the Company has  2,900,001  shares of Preferred
Stock designated into  Series A, Series B, Series C, Series D and Series E.
Shares of each series of Preferred Stock are convertible into Common Stock,
subject to anti-dilution  adjustments,  and will automatically convert into
Common  Stock  concurrent  with the  closing of the  Offerings  (subject to
anti-dilution  adjustments).  Additionally,  the  holders of shares of each
series of  Preferred  Stock may  currently  elect to convert each series to
Common Stock by a majority vote of the  outstanding  shares in that series.
Further,   currently   each  share  of  Series  A  Preferred   Stock  shall
automatically  convert to Common Stock upon the  conversion  into shares of
Common  Stock of all  outstanding  shares of Series B  Preferred  Stock and
Series C Preferred Stock. If the Company issues additional shares of Common
Stock for per share  consideration of less than $0.10, $0.525 and $2.00 for
the  Series  A,  Series  B and  Series  C  Preferred  Stock,  respectively,
anti-dilution adjustments will be made. Assuming that the conditions to the
Automatic Conversion are satisfied, following the closing of the Offerings,
no  shares  of  Preferred  Stock  will  remain  outstanding.  The  Board of
Directors has the authority, without further action by the stockholders, to
issue the  Preferred  Stock in one or more  series  and to fix the  rights,
preferences,   privileges  and  restrictions  thereof,  including  dividend
rights, conversion rights, voting rights, terms of redemption,  liquidation
preferences  and the  number  of  shares  constituting  any  series  or the
designation  of such series.  Preferred  Stock could thus be issued quickly
with  terms  calculated  to delay or  prevent  a change of  control  of the
Company or to serve as an entrenchment device for incumbent management. The
issuance of Preferred  Stock may have the effect of  decreasing  the market
price of the Common Stock,  and may  adversely  affect the voting and other
rights of the holders of Common Stock.
    

Warrants

   
     As of June 30, 1998, the Company has issued and  outstanding  Warrants
to purchase 10 shares of Series E Preferred  Stock,  each  convertible into
one percent of the fully diluted Common Stock, and having an exercise price
of $     per  share.  Upon  consummation  of the  Offerings,  the  Series E
Preferred Stock will be converted into Common Stock,  and the Warrants will
be exercisable  into  4,046,018  shares of Common Stock (subject to certain
anti-dilution  adjustments) at an exercise price of approximately $1.45 per
share.  Prior  to the  consummation  of the  Offerings,  a  portion  of the
Warrants held by Dancing Bear  Investments  will be  transferred to certain
employees  and  directors of the Company.  The Warrants may be exercised at
any time on or before  August 13, 2004.  After  expiration  of the exercise
period,  the holder of the Warrants  will have no future rights to exercise
such Warrants.
    

Rights Agreement

   
     The Board of Directors  currently  expects to adopt a Rights Agreement
to be effective  simultaneously  with the  consummation  of the  Offerings.
Pursuant to the Rights  Agreement,  the Board of  Directors  will declare a
dividend  of one  preferred  share  purchase  right  (a  "Right")  for each
outstanding  share of Common Stock.  Each Right will entitle the registered
holder to purchase from the Company one  one-thousandth of a share of a new
series of junior  preferred  stock,  par value $.001 per share (the "Junior
Preferred  Shares"),  of the  Company  at a price of $     per  share  (the
"Purchase Price"), subject to adjustment.  The description and terms of the
Rights will be set forth in a Rights Agreement  between the Company and the
designated  Rights Agent.  The description set forth below is intended as a
summary  only and is  qualified in its entirety by reference to the form of
the Rights Agreement, which will be filed as an exhibit to the Registration
Statement. See "Additional Information."
    

     The  Rights  will  be  attached  to  all   certificates   representing
outstanding  shares of Common Stock, and no separate Right Certificates (as
hereinafter defined) will be distributed. The Rights will separate from the
shares of Common  Stock on the  earliest  to occur of (i) the first date of
public  announcement  that a person or "group"  (other  than  Dancing  Bear
Investments,  Michael S. Egan or any entity  controlled by Michael S. Egan)
has acquired  beneficial  ownership of securities having 15% or more of the
voting  power of all  outstanding  voting  securities  of the  Company  (as
hereinafter  defined),  (ii) ten (10)  business days (or such later date as
the  Board  of  Directors  of the  Company  may  determine)  following  the
commencement  of, or  announcement  of an intention  to commence,  a tender
offer or exchange offer the  consummation of which would result in a person
or group becoming an Acquiring  Person or (iii) twenty  business days prior
to the date on which a Transaction (as defined in the Rights  Agreement) is
reasonably  expected to become effective or be consummated (the earliest of
such dates being called the  "Distribution  Date"). A person or group whose
acquisition of voting  securities  causes a  Distribution  Date pursuant to
clause  (i)  above is an  "Acquiring  Person."  The  first  date of  public
announcement  that a person or group has become an Acquiring  Person is the
"Stock Acquisition Date."

     The Rights Agreement will provide that until the Distribution Date the
Rights will be  transferred  with and only with the shares of Common Stock.
Until the  Distribution  Date (or earlier  redemption  or expiration of the
Rights), new Common Stock certificates issued upon transfer or new issuance
of shares of Common Stock will contain a notation  incorporating the Rights
Agreement by reference.  Until the Distribution Date (or earlier redemption
or  expiration   of  the  Rights),   the  surrender  for  transfer  of  any
certificates  for shares of Common  Stock  outstanding,  even  without such
notation,  will also constitute the transfer of the Rights  associated with
the shares of Common  Stock  represented  by such  certificate.  As soon as
practicable   following  the  Distribution  Date,   separate   certificates
evidencing the Rights ("Right  Certificates")  will be mailed to holders of
record of the  shares of Common  Stock as of the close of  business  on the
Distribution  Date (and to each initial  record holder of certain shares of
Common Stock issued after the  Distribution  Date), and such separate Right
Certificates alone will evidence the Rights.

     The Rights will not be  exercisable  until the  Distribution  Date and
will expire at 5:00 P.M., New York, New York time, on the tenth anniversary
of the  date  of  issuance,  unless  earlier  redeemed  by the  Company  as
described below.

     In the event  that any  person  becomes an  Acquiring  Person  (except
pursuant to a Permitted  Offer as  hereinafter  defined),  each holder of a
Right will have  (subject to the terms of the Rights  Agreement)  the right
(the  "Flip-In  Right") to receive  upon  exercise  the number of shares of
Common  Stock,  or,  in the  discretion  of the Board of  Directors  of the
Company,  the number of one  one-thousandth  of a share of Preferred  Stock
(or, in certain  circumstances,  other  securities of the Company) having a
value  (immediately  prior to such triggering event) equal to two times the
Purchase Price. Notwithstanding the foregoing,  following the occurrence of
the  event  described  above,  all  Rights  that  are,  or  (under  certain
circumstances  specified in the Rights Agreement) were,  beneficially owned
by any Acquiring Person or any affiliate or associate  thereof will be null
and  void.  A  "Permitted  Offer"  is a tender  or  exchange  offer for all
outstanding  shares  of  Common  Stock  which  is at a price  and on  terms
determined,  prior to the  purchase of shares under such tender or exchange
offer, by a majority of Disinterested Directors (as hereinafter defined) to
be  adequate  (taking  into  account all  factors  that such  Disinterested
Directors deem relevant) and otherwise in the best interests of the Company
and its  stockholders  (other than the person or any affiliate or associate
thereof on whose  basis the offer is being made)  taking  into  account all
factors that such Disinterested Directors may deem relevant. "Disinterested
Directors" are directors of the Company who are not officers of the Company
and who are not Acquiring Persons or affiliates or associates  thereof,  or
representatives  of  any of  them,  or  any  person  who  was  directly  or
indirectly  proposed  or  nominated  as a  director  of  the  Company  by a
Transaction Person (as defined in the Rights Agreement).

     In the event that, at any time  following the Stock  Acquisition  Date
or, if a Transaction is proposed, the Distribution Date, (i) the Company is
acquired in a merger or other business combination transaction in which the
holders of all of the outstanding  shares of Common Stock immediately prior
to the  consummation  of the  transaction are not the holders of all of the
surviving  corporation's  voting  power,  or  (ii)  more  than  50%  of the
Company's  assets or earning power is sold or  transferred,  in either case
with  or to an  Interested  Stockholder,  or,  if in such  transaction  all
holders of shares of Common  Stock are not offered the same  consideration,
any  other  person,  then  each  holder  of a Right  (except  Rights  which
previously  have been voided as set forth above) shall  thereafter have the
right (the "Flip-Over Right") to receive,  upon exercise,  shares of common
stock of the  acquiring  company  having a value  equal  to two  times  the
Purchase  Price.  The holder of a Right will continue to have the Flip-Over
Right whether or not such holder exercises or surrenders the Flip-In Right.

     The Purchase Price  payable,  and the number of  one-thousandths  of a
share of Preferred Stock or other securities issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent  dilution (i)
in the event of a stock  dividend  on,  or a  subdivision,  combination  or
reclassification  of, the shares of Preferred Stock, (ii) upon the grant to
holders of the shares of Preferred  Stock of certain  rights or warrants to
subscribe  for or  purchase  shares  of  Preferred  Stock  at a  price,  or
securities  convertible  into shares of  Preferred  Stock with a conversion
price,  less than the then current  market price of the shares of Preferred
Stock or (iii) upon the  distribution to holders of the shares of Preferred
Stock of evidences of indebtedness or assets  (excluding  regular quarterly
cash  dividends) or of  subscription  rights or warrants  (other than those
referred to above).

     The Purchase Price  payable,  and the number of  one-thousandths  of a
share of Preferred Stock or other securities issuable, upon exercise of the
Rights are also subject to  adjustment in the event of a stock split of the
shares of Common Stock,  or a stock  dividend on the shares of Common Stock
payable  in shares of Common  Stock,  or  subdivisions,  consolidations  or
combinations  of the shares of Common  Stock  occurring,  in any such case,
prior to the Distribution Date.

     With certain  exceptions,  no adjustment in the Purchase Price will be
required until cumulative  adjustments require an adjustment of at least 1%
in such  Purchase  Price.  No  fractional  one-thousandths  of a  share  of
Preferred Stock will be issued, and in lieu thereof,  an adjustment in cash
will be made based on the market price of the shares of Preferred  Stock on
the last trading day prior to the date of exercise.

     At any time prior to the earlier to occur of (i) a person  becoming an
Acquiring  Person or (ii) the  expiration  of the  Rights,  the Company may
redeem the Rights in whole,  but not in part,  at a price of $.01 per Right
(the  "Redemption  Price"),  which  redemption  shall be effective upon the
action of the Board of Directors of the Company.  Additionally, the Company
may redeem the then  outstanding  Rights in whole,  but not in part, at the
Redemption  Price after the  triggering of the Flip-In Right and before the
expiration of any period during which the Flip-In Right may be exercised in
connection  with a merger  or other  business  combination  transaction  or
series of transactions involving the Company in which all holders of shares
of Common Stock are not offered the same  consideration but not involving a
Transaction Person (as defined in the Rights Agreement),  (ii) following an
event giving rise to, and the  expiration  of the exercise  period for, the
Subscription  Right  if and  for as  long as no  person  beneficially  owns
securities  representing  15% or more of the voting power of the  Company's
voting  securities or (iii) if the Acquiring  Person  reduces his ownership
below 5% in  transactions  not  involving  the Company.  The  redemption of
Rights  described in the preceding  sentence  shall be effective only as of
such time when the Subscription Right is not exercisable, and in any event,
only after 10 business  days' prior notice.  Upon the effective date of the
redemption of the Rights,  the right to exercise the Rights will  terminate
and the  only  right  of the  holders  of  Rights  will be to  receive  the
Redemption Price.

     The shares of Preferred Stock  purchasable upon exercise of the Rights
will be  non-redeemable  and junior to any other series of preferred  stock
the  Company  may issue  (unless  otherwise  provided  in the terms of such
stock).  Each share of Preferred  Stock will have a preferential  quarterly
dividend in an amount  equal to 1,000 times the  dividend  declared on each
share of Common  Stock,  but in no event  less  than  $10.  In the event of
liquidation,  the  holders  of  Preferred  Stock will  receive a  preferred
liquidation  payment  equal to the  greater  of $1,000  or 1,000  times the
payment made per each share of Common Stock.  Each share of Preferred Stock
will have 1,000 votes,  voting together with the shares of Common Stock. In
the event of any merger, consolidation or other transaction in which shares
of Common  Stock are  exchanged,  each  share of  Preferred  Stock  will be
entitled  to  receive  1,000  times the  amount  and type of  consideration
received per share of Common Stock. The rights of the Preferred Stock as to
dividends,  liquidation  and  voting,  and  in the  event  of  mergers  and
consolidations,   are  protected  by  customary  anti-dilution  provisions.
Fractional shares of Preferred Stock will be issuable; however, the Company
may elect to  distribute  depositary  receipts  in lieu of such  fractional
shares.  In lieu  of  fractional  shares  other  than  fractions  that  are
multiples of one  two-hundredth  of a share,  an adjustment in cash will be
made based on the market price of the  Preferred  Stock on the last trading
date prior to the date of exercise.

     In the event that a majority of the Board of  Directors of the Company
is comprised of persons elected at a meeting of  stockholders  who were not
nominated  by the Board of Directors  in office  immediately  prior to such
meeting  (including  successors  of such  persons  elected  to the Board of
Directors),  then for 365 days following such meeting, the Rights Agreement
may not be amended and the Rights may not be redeemed if such  amendment or
redemption,  as the case may be,  is  reasonably  likely  to  facilitate  a
combination or sale,  mortgage or other transfer of assets or earning power
(a "Transaction")  with a Transaction Person (as defined below). The Rights
Agreement may not be amended and the Rights may not be redeemed  thereafter
if  during  such 365 day  period  the  Company  enters  into any  agreement
reasonably likely to facilitate a Transaction with a Transaction Person and
the amendment or  redemption,  as the case may be, is reasonably  likely to
facilitate a Transaction with a Transaction Person.

     A  "Transaction  Person" with respect to a  Transaction  means (x) any
Person who (i) is or will become an Acquiring  Person or a Principal  Party
(as such term is defined in the Rights  Agreement) if the Transaction  were
to be  consummated  and (ii) either (A) such Person  directly or indirectly
proposed or nominated a director of the Company which director is in office
at the time of  consideration  of the  Transaction,  or (B) the Transaction
with such Person was approved by persons  elected to the Board of Directors
with the  objective,  for the purpose or with the effect of  facilitating a
merger or consolidation of the Company,  a sale,  mortgage or transfer,  in
one or more transactions,  of assets or earning power aggregating more than
50% of the  assets or earning  power of the  Company  and its  subsidiaries
(taken as a whole)  or any  transaction  which  would  result  in a Person
becoming an  Acquiring  Person,  or (y) an Affiliate or Associate of such a
Person.

     Until a Right is exercised,  the holder thereof, as such, will have no
rights as a stockholder of the Company, including,  without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable  to  stockholders  of the  Company,  stockholders  may,
depending  upon the  circumstances,  recognize  taxable  income  should the
Rights  become  exercisable  or  upon  the  occurrence  of  certain  events
thereafter.

     The Rights have certain  anti-takeover  effects. The Rights will cause
substantial  dilution  to a person or group of  persons  that  attempts  to
acquire the Company on terms not  approved by the Board of  Directors.  The
Rights should not interfere with any merger or other  business  combination
approved by the Board of Directors prior to the time that a person or group
has acquired beneficial  ownership of 15% or more of the Common Stock since
the Rights may be  redeemed by the  Company at the  Redemption  Price until
such time.

Registration Rights

   
     Pursuant to the terms of the Investor  Rights  Agreement,  dated as of
August 13, 1997 (the "Investor  Rights  Agreement"),  at any time following
the  Offerings,  holders of 25% of all of the Common Stock  converted  from
Series B, Series C, Series D or Series E  Preferred  Stock,  or issued as a
dividend  or  distribution  for the  above-mentioned  Preferred  Stock (the
"Registrable  Securities"),  or 50% of the Registrable Securities issued or
issuable in respect of the Series B and Series C  Preferred  Stock have the
right to require the Company to file a registration  statement covering all
or part of their shares up to four times at the Company's expense.  Holders
of      shares of Common Stock (after giving effect to the conversion which
will occur upon  consummation  of the Offerings) have  registration  rights
under the Investor Rights  Agreement.  The Company will not be obligated to
register such shares if such holders  propose to sell such securities at an
aggregate  price to the public of less than  $5,000,000.  The  Company  may
defer  registration  for not more than 120 days if the  Board of  Directors
determines  that it would be seriously  detrimental  to the Company and its
stockholders   to  register  the  shares  at  such  time.  An   underwriter
participating  in the sale of the  Registrable  Securities  may  limit  the
number of shares offered, and such number shall be allocated to the holders
of such  securities  on a pro rata basis.  The  Company is not  required to
effect more than one demand  registration  on behalf of such holders in any
twelve calendar month period.  The Company is not required in most cases to
pay the  registration  expenses  for any such demand  registration  that is
subsequently withdrawn by the requesting Holders.

     Holders of  Registrable  Securities  have the right to include  all or
part of their Registrable  Securities in a registration  statement filed by
the Company for purposes of a public offering (Piggyback Registration). The
holders of a majority of Registrable  Securities  have amended the Investor
Rights  Agreement to waive any  registration  rights in connection with the
Offerings.  An  underwriter  participating  in such Offerings may limit the
number of shares  offered,  and such number shall be allocated first to the
Company,  then to such holders on a pro rata basis, then to any stockholder
on a pro rata basis. The Company has the right to terminate or withdraw any
such  registration  and  shall  bear the  expenses  of any  such  withdrawn
registration.  The Company is not  obligated  further after it has effected
five such registrations for any such holders.
    

     Pursuant to the  Investor  Rights  Agreement,  holders of  Registrable
Securities have agreed with the Company to be subject to lock-up periods of
not more than seven days prior to and 180 days  following  the date of this
Prospectus  and of not more than seven days prior to and 90 days  following
the effective date of any subsequent  Prospectus.  All registration  rights
terminate  three  years  after  the  date of  this  Prospectus.  Any  right
described in this  section may be amended and waived by written  consent of
the Company and the holders of a majority of the Registerable Securities.

     Pursuant  to the terms of the  Registration  Rights  Agreement  by and
among Dancing Bear  Investments,  the holders of Series A Preferred  Stock,
Messrs.  Krizelman  and Paternot  and the Company,  the Company has granted
registration  rights to such persons similar to the rights granted pursuant
to the Investor Rights Agreement.

Limitation of Director Liability

     The  Certificate  limits the  liability of directors of the Company to
the  Company  and its  stockholders  to the  fullest  extent  permitted  by
Delaware law. Specifically, directors of the Company will not be personally
liable for money damages for breach of fiduciary duty as a director, except
for liability (i) for any breach of the  director's  duty of loyalty to the
Company or its  stockholders,  (ii) for acts or omissions not in good faith
or which  involve  intentional  misconduct  or a knowing  violation of law,
(iii) under Section 174 of the Delaware  General  Corporation Law ("DGCL"),
which  concerns  unlawful   payments  of  dividends,   stock  purchases  or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit.

Delaware Law and Certain Charter and By-Laws Provisions

     Delaware Law

     The  Company is subject to the  provisions  of Section  203  ("Section
203") of the DGCL.  In  general,  Section  203  prohibits  a publicly  held
Delaware  corporation  from  engaging in a "business  combination"  with an
"interested  stockholder" for a period of three years after the date of the
transaction  in which the person became an interested  stockholder,  unless
the business  combination is approved in a prescribed  manner.  A "business
combination"  includes a merger, asset sale or other transaction  resulting
in a  financial  benefit  to the  interested  stockholder.  An  "interested
stockholder" is a person who, together with affiliates and associates, owns
(or, in certain  cases,  within three years prior,  did own) 15% or more of
the corporation's  voting stock. Under Section 203, a business  combination
between the Company and an interested  stockholder is prohibited  unless it
satisfies  one of the  following  conditions:  (i) the  Company's  Board of
Directors must have previously approved either the business  combination or
the  transaction  that resulted in the  stockholder  becoming an interested
stockholder,  or (ii) upon consummation of the transaction that resulted in
the  stockholder  becoming  an  interested   stockholder,   the  interested
stockholder  owned  at  least  85%  of the  voting  stock  of  the  Company
outstanding at the time the transaction commenced (excluding,  for purposes
of  determining  the  number of  shares  outstanding,  shares  owned by (a)
persons who are directors  and also officers and (b) employee  stock plans,
in certain instances) or (iii) the business  combination is approved by the
Board of Directors and  authorized  at an annual or special  meeting of the
stockholders by the affirmative  vote of the holders of at least 66 2/3% of
the  outstanding   voting  stock  that  is  not  owned  by  the  interested
stockholder.

     Special Meetings

     The By-Laws  provide that  special  meetings of  stockholders  for any
purpose or purposes  can be called only upon the request of the Chairman of
the Board, the President,  the Board of Directors, or the holders of shares
entitled to at least a majority of the votes at the meeting.

     Amendment of Company By-Laws

     In order to adopt,  repeal,  alter or amend the  provisions  set forth
therein,  the By-Laws require either the affirmative vote of the holders of
at  least  a  majority  of the  voting  power  of all  of  the  issued  and
outstanding  shares of capital  stock of the  Corporation  entitled to vote
thereon or by the Board of Directors.

     Advance Notice Provisions for Stockholder Nominations and Proposals

     The By-Laws  establish  advance notice  procedures for stockholders to
make  nominations of candidates  for election as directors,  or bring other
business before an annual meeting of stockholders of the Company.

     These procedures  provide that only persons who are nominated by or at
the direction of the Board of Directors,  or by a stockholder who has given
timely  written notice to the Secretary of the Company prior to the meeting
at which  directors  are to be elected,  will be eligible  for  election as
directors  of the Company.  Further,  these  procedures  provide that at an
annual  meeting,  only such business may be conducted as has been specified
in the notice of the meeting given by, or at the direction of, the Board or
by a stockholder  who has given timely  written  notice to the Secretary of
the Company of such  stockholder's  intention to bring such business before
such meeting.

     Under these procedures,  notice of stockholder  nominations to be made
or business to be  conducted  at an annual  meeting must be received by the
Company  not less than 60 days nor more  than 90 days  prior to the date of
the meeting (or, if less than 70 days' notice or prior public disclosure of
the date of the meeting is given or made to the stockholders,  the 10th day
following the earlier of (i) the day such notice was mailed or (ii) the day
such  public  disclosure  was made).  Under these  procedures,  notice of a
stockholder  nomination to be made at a special  meeting at which directors
are to be elected  must be received by the Company not later than the close
of business on the tenth day  following the day on which such notice of the
date of the special meeting was mailed or public  disclosure of the date of
the special meeting was made, whichever occurs first.

     Under the  By-Laws,  a  stockholder's  notice  nominating a person for
election as a director must contain certain  information about the proposed
nominee and the nominating  stockholder.  If the Chairman determines that a
nomination  was not made in accordance  with the By-Laws,  such  nomination
will be  disregarded.  Similarly,  a  stockholder's  notice  proposing  the
conduct of business must contain  certain  information  about such business
and  about the  proposing  stockholder.  If the  Chairman  determines  that
business was not properly brought before the meeting in accordance with the
By-Laws, such business will not be conducted.

     By  requiring  advance  notice of  nominations  by  stockholders,  the
By-Laws afford the Board an opportunity to consider the  qualifications  of
the proposed  nominee and, to the extent  deemed  necessary or desirable by
the Board, to inform stockholders about such  qualifications.  By requiring
advance  notice of other  proposed  business,  the By-Laws  also provide an
orderly  procedure for conducting  annual meetings of stockholders  and, to
the extent deemed  necessary or desirable by the Board,  provides the Board
with an opportunity to inform stockholders,  prior to such meetings, of any
business  proposed to be  conducted  at such  meetings,  together  with any
recommendations  as to the Board's  position  regarding  action to be taken
with  respect to such  business,  so that  stockholders  can better  decide
whether  to  attend  such a  meeting  or to  grant  a proxy  regarding  the
disposition of any such business.

     Although the Certificate  does not give the Board any power to approve
or  disapprove  stockholder  nominations  of the  election of  directors or
proposals  for  action,  the  foregoing  provisions  may have the effect of
precluding a contest for the election of directors or the  consideration of
stockholder  proposals if the proper  procedures  are not followed,  and of
discouraging  or deterring a third party from  conducting a solicitation of
proxies to elect its own slate of directors or to approve its own proposal,
without regard to whether consideration of such nominees or proposals might
be harmful or beneficial to the Company and its stockholders.

Written Consent Provisions

     The By-Laws  provide that any action required or permitted to be taken
by the  holders of capital  stock at any  meeting  of  stockholders  of the
Company may be taken  without a meeting only by the holders of  outstanding
capital  stock having not less than the minimum  number of votes that would
be  necessary  to  authorize  or take such action at a meeting at which all
shares entitled to vote thereon were present and voted.

Transfer Agent and Registrar

     The transfer agent and registrar for the Common Stock is      .
<PAGE>
                      SHARES ELIGIBLE FOR FUTURE SALE

   
     Prior to the Offerings, there has been no public market for the Common
Stock. No information is currently  available and no prediction can be made
as to the timing or amount of future  sales of shares,  or the  effect,  if
any, that future sales of shares,  or the availability of shares for future
sale,  will have on the market  price of the Common Stock  prevailing  from
time to time.  Sales of substantial  amounts of the Common Stock (including
shares  issuable  upon the exercise of stock  options) in the public market
after the lapse of the restrictions described below, or the perception that
such sales may occur,  could  materially  adversely  affect the  prevailing
market  prices for the Common Stock and the ability of the Company to raise
equity capital in the future. See "Risk Factors--Shares Eligible for Future
Sale; No Prior Trading Market; Registration Rights."

     Upon  consummation  of the  Offerings,  the  Company  will  have      
outstanding   shares   of   Common   Stock   (      if  the   Underwriters'
over-allotment  option is exercised  in full).  All of the shares of Common
Stock offered hereby (     if the  Underwriters'  over-allotment  option is
exercised  in  full),  will  be  immediately   eligible  for  sale  without
restriction  or  further  registration  under the  Securities  Act,  unless
purchased by or issued to any  "affiliate" of the Company,  as that term is
defined in Rule 144,  described  below.  All of the shares of Common  Stock
outstanding  prior to the Offerings  (or shares  issued upon  conversion of
Preferred  Stock  upon  consummation  of the  Offerings),  are  "Restricted
Securities,"  as that term is defined  in Rule 144,  and may not be sold in
the absence of registration  other than in accordance with Rule 144, 144(k)
or 701  promulgated  under the  Securities  Act or another  exemption  from
registration.  In addition,  upon consummation of the Offerings,  4,046,018
shares of Common  Stock  will be  issuable  upon  exercise  of  outstanding
Warrants.

     In general,  under Rule 144 as currently in effect,  any  affiliate of
the  Company or any person  (or  persons  whose  shares are  aggregated  in
accordance with Rule 144) who has beneficially owned shares of Common Stock
which are treated as Restricted  Securities  for at least one year would be
entitled to sell within any three-month period a number of shares that does
not exceed  the  greater of 1% of the  outstanding  shares of Common  Stock
(approximately        shares  based upon the  number of shares  outstanding
after the  Offerings) or the reported  average weekly trading volume in the
Common  Stock during the four weeks  preceding  the date on which notice of
such sale was filed under Rule 144.  Sales under Rule 144 are also  subject
to certain manner of sale  restrictions and notice  requirements and to the
availability  of current  public  information  concerning  the Company.  In
addition,  affiliates of the Company must comply with the  restrictions and
requirements   of  Rule  144  (other  than  the  one-year   holding  period
requirements)  in  order  to sell  shares  of  Common  Stock  that  are not
Restricted  Securities  (such as Common  Stock  acquired by  affiliates  in
market  transactions).  Furthermore,  if a period of at least two years has
elapsed from the date Restricted  Securities were acquired from the Company
or an affiliate of the Company, a holder of such Restricted  Securities who
is not an  affiliate  at the  time of the  sale  and  who  has not  been an
affiliate for at least three months prior to such sale would be entitled to
sell the shares immediately  without regard to the volume,  manner of sale,
notice and public information requirements of Rule 144.

     Holders of certain of the Company's  outstanding  Common Stock and all
of the  Company's  outstanding  preferred  equity will have certain  demand
registration  rights with  respect to the shares of Common Stock into which
their   securities  are   convertible   (subject  to  the  180-day  lock-up
arrangement  described below),  under certain  circumstances and subject to
certain  conditions,  to require the Company to  register  their  shares of
Common Stock under the Securities Act, and certain rights to participate in
any future  registration  of securities by the Company.  The Company is not
required  to effect  more than one  demand  registration  on behalf of such
holders in any twelve  calendar  month period.  Pursuant to the  agreements
pursuant  to  which  the  registration  rights  were  granted,  holders  of
Registrable  Securities have agreed to be subject to lock-up periods of not
more  than  seven  days  prior to and 180 days  following  the date of this
Prospectus  and of not more than seven days prior to and 90 days  following
the effective date of any  subsequent  Prospectus.  The Company  intends to
file a  registration  statement on Form S-8 for the shares held pursuant to
its option plans and stock incentive plan that may make those shares freely
tradeable.  Such registration  statement will become effective  immediately
upon  filing  and,  shares  covered  by that  registration  statement  will
thereupon  be  eligible  for sale in the  public  markets,  subject  to the
applicable  lock-up  agreements  and Rule  144  limitations  applicable  to
affiliates. See "Description of Capital Stock--Registration Rights."

     The Company and its executive  officers,  directors and certain of its
current stockholders have agreed that, subject to certain exceptions, for a
period of 180 days  after the date of this  Prospectus,  without  the prior
written  consent of Bear,  Stearns & Co. Inc.,  they will not,  directly or
indirectly,  issue,  sell, offer or agree to sell, grant any option for the
sale of,  pledge,  make any short sale,  establish an open "put  equivalent
position"  within the meaning of Rule  16a-1(h)  under the  Exchange Act or
otherwise dispose of any shares of Common Stock (or securities  convertible
into,  exercisable for or exchangeable  for Common Stock) of the Company or
of any of its subsidiaries.  The foregoing  sentence shall not apply to (A)
in the  case  of the  Company  , the  shares  of  Common  Stock  to be sold
hereunder, (B) the issuance of any shares of Common Stock upon the exercise
of an option or warrant or the conversion of a security  outstanding on the
date  hereof and  referred  to in this  Prospectus,  (C) in the case of the
Company,  any shares of Common Stock  issued or options to purchase  Common
Stock granted  pursuant to existing  employee  benefit plans of the Company
referred to in this Prospectus,  (D) the pledge by certain directors of the
Company, and Dancing Bear Investments or its affiliates of shares of Common
Stock to a financial  institution in connection  with a bona fide financing
transaction,  (E)  transfers of shares of Common Stock to immediate  family
members  or trusts  for the  benefit  of such  family  members  (a  "Family
Transferee");  provided  such  transferee  enters  into a  similar  lock-up
agreement, (F) transfer of all or part of any Warrants held by Dancing Bear
Investments on the date hereof to any employee of Dancing Bear Investments,
any  employee of the  Company,  Michael S. Egan or a Family  Transferee  of
Michael S.  Egan,  provided  that each  transferee  shall  have  executed a
similar  lock-up  agreement,  or (G)  shares  of  Common  Stock  issued  in
connection with a merger, recapitalization or consolidation of the Company.
    
<PAGE>
                                UNDERWRITING

   
     The  underwriters of the Offerings  named below (the  "Underwriters"),
for whom Bear, Stearns & Co. Inc. and Volpe Brown Whelan & Company, LLC are
acting as representatives,  have severally agreed with the Company, subject
to the terms and  conditions  of the  Underwriting  Agreement  (the form of
which has been filed as an exhibit to the  Registration  Statement  on Form
S-1 of which this  Prospectus is a part),  to purchase from the Company the
aggregate  number of shares set forth opposite their respective names below
at the initial public  offering price less the  underwriting  discounts and
commissions set forth on the cover page of this Prospectus.
    


    Underwriter                                               Number of
    ------------                                                Shares
    Bear, Stearns & Co. Inc.........................          --------
    Volpe Brown Whelan & Company, LLC..............
        Total......................................


     The nature of the respective  obligations of the  Underwriters is such
that  all of the  shares  of  Common  Stock  must be  purchased  if any are
purchased.  Those obligations are subject,  however, to various conditions,
including  the  approval  of certain  matters by  counsel.  The Company has
agreed to indemnify the Underwriters against certain liabilities, including
liabilities  under the Securities Act, and, where such  indemnification  is
unavailable,  to  contribute  to  payments  that  the  Underwriters  may be
required to make in respect of such liabilities.

     The Company has been  advised that the  Underwriters  propose to offer
the shares of Common  Stock,  initially  at the public  offering  price set
forth on the cover page of this Prospectus and to certain  selected dealers
at such price  less a  concession  not to exceed  $   per  share;  that the
Underwriters may allow, and such selected dealers may reallow, a concession
to certain  other  dealers not to exceed $   per share;  and that after the
commencement   of  the  Offerings,   the  public  offering  price  and  the
concessions may be changed.

     The Company has granted the  Underwriters an option to purchase in the
aggregate  up to     additional  shares  of  Common  Stock  solely to cover
over-allotments,  if any.  The options may be exercised in whole or in part
at any time within 30 days after the date of this Prospectus. To the extent
the options are exercised,  the Underwriters  will be severally  committed,
subject to certain conditions, including the approval of certain matters by
counsel, to purchase the additional shares of Common Stock in proportion to
their respective purchase commitments as indicated in the preceding tables.

   
     The Underwriters have reserved for sale at the initial public offering
price up to 5% of the  shares of Common  Stock to be sold in the  Offerings
for sale to  employees  of the  Company  and its  affiliates,  and to their
associates and related persons.  The number of shares available for sale to
the general  public will be reduced to the extent any  reserved  shares are
purchased.  Any  reserved  shares not so  purchased  will be offered by the
Underwriters on the same basis as the other shares offered hereby.
    

     The  Underwriters  do not expect sales of Common Stock to any accounts
over which they exercise discretionary authority to exceed 5% of the number
of shares being offered hereby.

     The Company and its executive  officers,  directors and certain of its
current stockholders have agreed that, subject to certain exceptions, for a
period of 180 days  after the date of this  Prospectus,  without  the prior
written  consent of Bear,  Stearns & Co. Inc.,  they will not,  directly or
indirectly,  issue,  sell, offer or agree to sell, grant any option for the
sale of,  pledge,  make any short sale,  establish an open "put  equivalent
position"  within the meaning of Rule  16a-1(h)  under the  Exchange Act or
otherwise dispose of any shares of Common Stock (or securities  convertible
into,  exercisable for or exchangeable  for Common Stock) of the Company or
of any of its subsidiaries.

   
     Prior to the Offerings, there has been no public market for the Common
Stock.  Consequently,  the initial public offering price will be determined
through   negotiations  among  the  Company  and   representatives  of  the
Underwriters.   Among  the  factors  to  be   considered   in  making  such
determination  will be the Company's  financial  and operating  history and
condition,  its  prospects  and prospects for the industry in which it does
business in general,  the  management  of the  Company,  prevailing  equity
market  conditions and the demand for securities  considered  comparable to
those of the Company.

     The closing of the Concurrent Offering is conditioned upon the closing
of the Initial Public  Offering.  The price of the shares to be sold to the
Concurrent  Purchasers in the  Concurrent  Offering is equal to the Initial
Public Offering price less underwriting  discounts and commissions plus the
Placement Agent Fee. The Placement Agents in connection with the Concurrent
Offering  will be paid a fee of $ per  share  for  each  share  sold in the
Concurrent  Offering in consideration for the provision of certain advisory
services and for acting as the Company's  Placement  Agents.  The Placement
Agents will be  indemnified  by the Company  against  certain  liabilities,
including liabilities under the Securities Act.

     In order to facilitate the Offerings, certain persons participating in
the  Offering  may  engage in  transactions  that  stabilize,  maintain  or
otherwise  affect  the  price of the  Common  Stock  during  and  after the
Offerings.  Specifically,  the  Underwriters  may  over-allot  or otherwise
create a short  position  in the  Common  Stock for their  own  account  by
selling  more  shares  than  have  been  sold to them by the  Company.  The
Underwriters  may  elect to cover any such  short  position  by  purchasing
shares  in the open  market or by  exercising  the  over-allotment  options
granted to the  Underwriters.  In addition,  such persons may  stabilize or
maintain the price of the Common Stock by bidding for or purchasing  shares
in the open  market  and may  impose  penalty  bids,  under  which  selling
concessions   allowed  to   syndicate   members  or  other   broker-dealers
participating   in  the  Offerings  are  reclaimed  if  shares   previously
distributed   in  the  Offerings  are   repurchased   in  connection   with
stabilization  transactions or otherwise.  The effect of these transactions
may be to  stabilize  or maintain the market price of the Common Stock at a
level  above that which might  otherwise  prevail in the open  market.  The
imposition  of a penalty bid may also affect the price of the Common  Stock
to the extent that it discourages  resales thereof.  No  representation  is
made as to the  magnitude  or  effect  of any such  stabilization  or other
transactions.  Such  transactions  may be effected  on the Nasdaq  National
Market or otherwise and, if commenced, may be discontinued at any time.
    


                               LEGAL MATTERS

     The  validity  of the shares of Common  Stock  offered  hereby will be
passed upon for the Company by Fried, Frank, Harris,  Shriver & Jacobson (a
partnership  including  professional  corporations),  New  York,  New York.
Certain legal  matters in connection  with the offering will be passed upon
for the Underwriters by Morrison & Foerster LLP, New York, New York.

                                  EXPERTS

     The financial  statements  for  theglobe.com,  inc. as of December 31,
1996 and 1997 and for the period from May 1, 1995  (inception)  to December
31, 1995 and the years ended  December  31, 1996 and 1997  included in this
Prospectus  and  elsewhere  in the  Registration  Statement  have  been  so
included in reliance on the report of KPMG Peat  Marwick  LLP,  independent
certified  public   accountants,   appearing  elsewhere  herein,  upon  the
authority of said firm as experts in auditing and accounting.

                           ADDITIONAL INFORMATION

     The Company  has filed with the SEC a  Registration  Statement  (which
term  shall  encompass  any and all  amendments  thereto)  on Form S-1 (the
"Registration  Statement")  under the  Securities  Act, with respect to the
Common  Stock  offered  hereby.  This  Prospectus,  which  is  part  of the
Registration  Statement,  does not contain all the information set forth in
the Registration Statement and the exhibits and schedules thereto,  certain
items of which are omitted in accordance  with the rules and regulations of
the SEC.  Statements  made in this  Prospectus  as to the  contents  of any
contract,  agreement  or other  document  referred  to are not  necessarily
complete.  With respect to each such contract,  agreement or other document
filed as an exhibit to the Registration Statement, reference is hereby made
to the exhibit for a more complete description of the matter involved,  and
each such  statement  shall be deemed  qualified  in its  entirety  by such
reference.  For further information with respect to the Company,  reference
is  hereby  made  to the  Registration  Statement  and  such  exhibits  and
schedules filed as a part thereof, which may be inspected,  without charge,
at the Public Reference  Section of the SEC at Room 1024,  Judiciary Plaza,
450 Fifth Street, N.W., Washington,  D.C. 20549, and at regional offices of
the SEC located at Seven World Trade Center, 13th Floor, New York, New York
10048 and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. The SEC maintains a Web site that contains  reports,  proxy
and information  statements regarding  registrants that file electronically
with the SEC. The address of this Web site is (http://www.sec.gov).  Copies
of all or any portion of the  Registration  Statement  may be obtained from
the Public  Reference  Section of the SEC,  upon payment of the  prescribed
fees.
<PAGE>

                             theglobe.com, inc.

                       INDEX TO FINANCIAL STATEMENTS

                                                                      Page

Independent Auditors' Report                                           F-2

Balance Sheets as of December 31, 1996 and 1997
   and June 30, 1998 (unaudited)                                       F-3

Statements of  Operations  for the period from May 1, 1995
  (inception)  to    December 31, 1995 and for the years
   ended December 31, 1996 and 1997 and for the six months
   ended June 30, 1997  (unaudited) and 1998 (unaudited)               F-4

Statements  of  Stockholders'  Equity  for  the  period  from
  May 1,  1995 (inception)  to December  31, 1995 and for the
  years ended  December 31,    1996 and 1997 and for the six months
  ended June 30, 1997 (unaudited) and 1998 (unaudited)                 F-5

Statements  of Cash Flows for the period  from May 1, 1995 
  (inception) to December 31, 1995 and for the years ended
  December 31, 1996 and 1997 and for the six months ended
  June 30, 1997  (unaudited) and 1998 (unaudited)                      F-6

Notes to Financial Statements                                          F-7
<PAGE>
                        Independent Auditors' Report


The Board of Directors and Stockholders 
theglobe.com, inc.:


We have audited the accompanying balance sheets of theglobe.com, inc. as of
December  31, 1996 and 1997,  and the  related  statements  of  operations,
stockholders'  equity  and cash  flows  for the  period  from  May 1,  1995
(inception)  to December 31, 1995 and for the years ended December 31, 1996
and  1997.  These  financial  statements  are  the  responsibility  of  the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those  standards  require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material  misstatement.  An audit includes  examining,  on a test basis,
evidence   supporting   the  amounts  and   disclosures  in  the  financial
statements. An audit also includes assessing the accounting principles used
and  significant  estimates made by  management,  as well as evaluating the
overall  financial  statement  presentation.  We  believe  that our  audits
provide a reasonable basis for our opinion.

In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of theglobe.com,  inc. as
of December 31, 1996 and 1997,  and the results of its  operations  and its
cash flows for the period from May 1, 1995 (inception) to December 31, 1995
and for the years  ended  December  31,  1996 and 1997 in  conformity  with
generally accepted accounting principles.



                                             /s/ KPMG Peat Marwick LLP



New York, New York
April 16, 1998, except for note 8,
which is as of July 22, 1998

<PAGE>
                                             theglobe.com, inc.

                                               Balance Sheets


                                         December 31,        June 30,
                                   -----------------------
               Assets                   1996      1997        1998
                                   ------------------------ ---------
                                                            (unaudited)
Current assets:
  Cash and cash equivalents.........  $757,118   $5,871,291  $2,997,391
  Short-term investments............       ---   13,003,173  10,157,830
  Accounts receivable, less
    allowance for doubtful
    accounts of $12,000 and $27,868     
    in 1997 and 1998,
    respectively...................     66,128      254,209     624,191

  Prepaids and other current assets.     2,377         --        75,847
                                      --------      -------- ----------
      Total current assets..........   825,623   19,128,673  13,855,259

Property and equipment, net.........   136,780      325,842   1,173,582
Other assets........................    10,945        7,657     574,239
                                      --------   ---------- -----------
      Total assets..................  $973,348   $19,462,17 $15,603,080
                                      ========   ========== ===========

     Liabilities and Stockholders' Equity

Current liabilities:
  Accounts payable                    $130,478     $396,380  $2,029,901
  Accrued expense                       15,234      325,454     834,959
  Accrued bonuses                           --    1,148,999     150,000
  Deferred revenue                      32,144      113,290     132,353
  Current installments of
    obligations under               
    capital leases..................        --       27,174     255,962
                                      --------     --------  ----------
  Total current liabilities.........   177,856    2,011,297   3,403,175


Obligations under capital leases,
  excluding                         
  current installments..............        --       98,826     629,281

Stockholders' equity:
  Preferred Stock, 3,000,000 shares authorized:
     Convertible  preferred  stock,  Series A
     through E, $0.001  par value; 2,900,001
      shares authorized; 2,759,940, 2,899,991
      and 2,899,991, shares issued outstanding at
      December 31, 1996 and 1997, and as
     of June 30, 1998, respectively; aggregate
      liquidation preference of
      $21,837,110;..................     2,760        2,900       2,900

  Common stock, $0.001 par value;
    100,000,000 shares authorized;
    2,250,000, 2,308,541 and             
    2,394,058 shares issued and
    outstanding, respectively.......     2,250       2,309       2,395

  Additional paid-in capital........ 1,627,421  21,864,360  21,872,446

  Net unrealized loss on securities.        --     (41,201)    (29,647)

  Deferred compensation.............   (21,053)    (76,033)    (52,914)

  Accumulated deficit...............  (815,886) (4,400,286)(10,224,556)
                                      --------  ----------  -----------
      Total stockholders' equity....   795,492   17,352,049  11,570,624

Commitments ........................   -------  ----------  -----------

      Total liabilities and
       stockholders' equity........   $973,348  $19,462,172 $15,603,080
                                      ========  ===========  ==========
See accompanying notes to financial statements.



<PAGE>
<TABLE>
<CAPTION>

                                           theglobe.com, inc.

                                          Statements of Operations

                      Period from
                        May 1,
                         1995        
                      (inception)       Year Ended           Six Months Ended
                          to           December 31,              June 30,
                       December 31, -------------------    -----------------------
                         1995        1996        1997        1997           1998
                     -------------- -------  ----------    -----------  ----------
                                                                (unaudited)
<S>                    <C>         <C>         <C>         <C>       <C>   
 
Revenues:
   Advertising ......   $    26,815    $   216,814    $   592,409    $   144,166    $ 1,043,606
   Subscriptions ....          --           12,549        177,884         64,075        129,792
                        -----------    -----------    -----------    -----------    -----------
      Total revenues         26,815        229,363        770,293        208,241      1,173,398

Cost of revenues ....        12,779        116,780        423,706        106,032        503,181
                        -----------    -----------    -----------    -----------    -----------
      Gross profit ..        14,036        112,583        346,587        102,209        670,217

Operating expenses:
   Sales and
   marketing ........         1,248        275,947      1,248,349        224,170      4,493,039
   Product
   development ......        60,000        120,000        153,667         62,500        250,869
   General and
   administrative ...        18,380        489,073      2,827,591        594,358      2,396,716
                        -----------    -----------    -----------    -----------    -----------
      Loss from
      operations ....       (65,592)      (772,437)    (3,883,020)      (778,819)    (6,470,407)
                        -----------    -----------    -----------    -----------    -----------
Other income
(expense):
   Interest and
    dividend income .           980         25,966        334,720         11,384        703,097
   Interest expense .        (1,094)        (3,709)          --             --          (30,460)
                        -----------    -----------    -----------    -----------    -----------

      Total interest
         income
         (expense) ..          (114)        22,257        334,720         11,384        672,637
                        -----------    -----------    -----------    -----------    -----------

      Loss before
         provision
         for income
         taxes ......       (65,706)      (750,180)    (3,548,300)      (767,435)    (5,797,770)
                        -----------    -----------    -----------    -----------    -----------

Provision for income
taxes ...............          --             --           36,100           --           26,500
                        -----------    -----------    -----------    -----------    -----------

      Net loss ......   $   (65,706)   $  (750,180)   $(3,584,400)   $  (767,435)   $(5,824,270)
                        ===========    ===========    ===========    ===========    ===========

Basic and
   diluted net loss
   per share ........   $     (0.03)   $     (0.33)   $     (1.56)   $     (0.34)   $     (2.51)
                        ===========    ===========    ===========    ===========    ===========
Weighted average
   basic and diluted
   shares
   outstanding ......     2,250,000      2,250,000      2,293,545      2,281,920      2,322,794
                        ===========    ===========    ===========    ===========    ===========


See accompanying notes to financial statements.
</TABLE>

<PAGE>

                                    theglobe.com, inc.

                                    Statements of Stockholders' Equity


<TABLE>
<CAPTION>
   
                                                                                     Net                                      
                                                                                   unrealized                                 
                                                                                    gain                                      
                                  Convertible                                      (loss)                                 Total
                                preferred stock      Common Stock      Additional   on sale                               stock-
                               -----------------  -----------------      paid-in      of         Deferred   Accumulated   holders
                               Shares    Amount    Shares     Amount     Capital   securities  compensation   deficit     equity
                               ------    ------   -------    -------   ----------  ----------  ------------ -----------   -------

<S>                           <C>       <C>      <C>          <C>     <C>             <C>         <C>       <C>        <C>    
Issuance of common shares                                                                                                         
   to founders...........  $       --    $       $2,250,000   $2,250  $     2,430     $    --     $    --   $       --  $    4,680

Issuance of Series A
   convertible preferred  
   stock.................     712,980       713          --       --       66,287          --          --           --      67,000

Promissory notes
   converted to Series A    
   convertible preferred
   stock.................     453,010       453          --       --       45,785          --          --          --       46,238

Issuance of Series B
   convertible preferred  
   stock.................   1,103,830     1,104          --       --      578,401          --          --          --      579,505

Net loss for the period
   from May 1, 1995      
   (inception) to
   December 31, 1995.....          --        --          --       --           --         --           --      (65,706)    (65,706)
                            ---------    ------   ---------   ------   ----------     ------      -------      -------   ----------
Balance as of December   
   31, 1995..............   2,269,820     2,270   2,250,000    2,250      692,903         --           --      (65,706)    631,717

Issuance of Series B
   convertible preferred  
   stock.................      47,620        48          --       --       24,937         --           --           --      24,985

Issuance of Series C
   convertible preferred 
   stock.................     442,500       442          --       --      884,528         --           --           --     884,970

Deferred compensation....          --        --          --       --       25,053         --      (25,053)          --          --

Amortization of deferred 
   compensation..........          --        --          --       --           --         --        4,000           --       4,000

Net loss.................          --        --          --       --           --         --           --     (750,180)   (750,180)
                            ---------    ------      ------   ------  -----------    -------      -------     --------  ----------

Balance at December 31,  
   1996..................   2,759,940     2,760   2,250,000    2,250    1,627,421         --      (21,053)    (815,886)    795,492

Issuance of Series C
   convertible preferred 
   stock.................     140,000       140          --       --      279,860         --           --           --     280,000

Exercise of stock options          --        --      58,541       59        4,448         --           --           --       4,507

Issuance of Series D
   convertible preferred 
   stock, net of expense
   of $130,464...........          51        --          --       --   19,869,536         --           --           --  19,869,536

Net unrealized loss on   
   securities............          --        --          --       --           --    (41,201)          --           --     (41,201)

Deferred compensation....          --        --          --       --       83,095         --      (83,095)          --          --

Amortization of deferred
   compensation..........          --        --          --       --           --         --       28,115           --      28,115

Net loss.................          --        --          --       --           --         --           --   (3,584,400) (3,584,400)
                            ---------    ------   ---------   ------  -----------   --------     --------  -----------  ----------
Balance at December 31,  
   1997..................   2,899,991     2,900   2,308,541    2,309   21,864,360    (41,201)     (76,033)  (4,400,286) 17,352,049

Amortization of deferred 
   compensation..........          --       --           --       --           --         --       23,119           --      23,119

Exercise of stock options
   (unaudited)                     --       --       85,517       86       8 ,086         --           --           --       8,172

Net loss for  the period 
   (unaudited)...........          --       --           --       --           --         --           --   (5,824,270) (5,824,270)

Change in net unrealized
   gain (loss) on         
                         
   securities (unaudited)          --       --           --       --           --     11,554           --           --      11,554
                            ---------   ------   ----------   ------  -----------  ---------       ------   ----------   ---------
Balance at June 30, 1998
   (unaudited)...........   2,899,991    2,900    2,394,058    2,395   21,872,446    (29,647)     (52,914) (10,224,556) 11,570,624
                            =========  =======   ==========   ======  ===========  =========      =======   ==========  ==========

See accompanying notes to financial statements.

</TABLE>


<TABLE>
<CAPTION>
<PAGE>
                                                                      theglobe.com, inc.

                                                                   Statements of Cash Flows
                                              
                                                Period from                                                           
                                                May 1, 1995           Year ended                 Six months ended
                                               (inception) to        December 31,                    June 30,
                                                December 31,    ----------------------     ----------------------------
                                                   1995           1996          1997           1997           1998
                                                -----------     ---------     --------     -----------    -------------
                                                                                                     (unaudited)

<S>                                             <C>         <C>            <C>              <C>         <C>
Cash flows from operating activities:
   Net loss...............................       $ (65,706)  $ (750,180)    $(3,584,400)    $(767,435)   $(5,824,270)
     Adjustments to reconcile net loss to net
       cash used in operating activities:.
         Depreciation and amortization....          10,530       47,595          60,210        37,499        238,411
         Non-cash related interest........             738           --             --             --             --
         Deferred compensation earned.....              --        4,000          28,115        14,057         23,119
       Changes in operating assets and 
        liabilities:
         Accounts receivable, net.........          (3,025)     (63,103)       (188,081)       23,212       (369,982)
         Prepaids and other current assets         (16,440)      (2,377)          2,377         2,377        (75,847)
         Other assets.....................              --           --              --            --       (568,226)
         Accounts payable.................           9,794      120,684         265,902        57,706      1,633,521
         Accrued expenses.................           5,599        9,635         310,220       192,532        509,505 
         Accrued bonuses..................              --           --       1,148,999        37,250       (998,999)
         Deferred revenue.................              --       32,144          81,146        72,579         19,063
                                                 ---------   ----------    ------------     ---------    -----------
       Net cash used in operating          
          activities.......................        (58,510)    (601,602)     (1,875,512)     (330,223)    (5,413,705)
                                                 ---------   ----------    ------------     ---------    -----------
Cash flows from investing activities:
   Purchase of securities.................              --           --     (13,044,374)           --       (230,484)
   Proceeds from sale of securities.......              --           --              --            --      3,087,381
   Purchases of property and equipment....         (51,101)    (138,309)       (119,984)     (229,696)      (247,859)
                                                 ---------- ------------   -------------    ----------   -----------
       Net cash (used in) provided by
         investing activities.............         (51,101)    (138,309)    (13,164,358)     (229,696)     2,609,038
                                                 ---------- ------------   -------------    ----------   -----------

Cash flows from financing activities:
   Payments under capital lease obligations             --           --              --            --        (77,405)
    Proceeds from convertible promissory  
     notes................................          45,500           --              --            --             --
   Proceeds from exercise of common stock 
     options..............................              --           --           4,507         4,507          8,172
   Proceeds from issuance of common stock.           4,680           --              --            --             --
   Proceeds from issuance of convertible
     preferred Series A, B and C stock....         646,505      909,955         280,000       280,000             --
   Proceeds from issuance of convertible
     preferred Series D stock.............              --           --      20,000,000            --             --
   Payment of financing costs.............              --           --        (130,464)      (26,302)            --
                                                 ---------   ----------    ------------     ---------    -----------
       Net cash provided by (used in)
         financing activities.............         696,685      909,955      20,154,043       258,205        (69,233)
                                                 ---------   ----------    ------------     ---------    -----------

       Net change in cash and cash        
         equivalents......................         587,074      170,044       5,114,173      (301,714)    (2,873,900)

Cash and cash equivalents at beginning of  
  period..................................              --      587,074         757,118       757,118      5,871,291
                                                 ---------   ----------   -------------     ---------    -----------

Cash and cash equivalents at end of period       $ 587,074   $  757,118    $  5,871,291     $ 455,404    $2,997,391
                                                 =========   ==========   =============     =========    ==========

Supplemental disclosure of cash flow 
  information:
   Cash paid during the period for:
     Interest.............................       $   1,094   $    3,709    $         --     $      --   $     30,460
                                                 =========  ===========   =============     =========  =============
     Income taxes.........................              --           --              --            --         45,125
                                                 =========  ===========   =============     =========  =============
Supplemental disclosure of noncash 
  transactions:
   Series A convertible preferred stock
     issued upon conversion of promissory
     notes, including accrued interest of  
     $738.................................       $  46,238   $       --    $         --     $      --   $         --
                                                 =========  ===========   =============     =========   ============

   Equipment acquired under capital leases       $      --   $       --    $    126,000     $      --   $    836,648
                                                 =========  ===========   =============     =========  =============

See accompanying notes to financial statements.

</TABLE>
<PAGE>

                             theglobe.com, inc.

                       Notes to Financial Statements

                         December 31, 1996 and 1997
       (All information subsequent to December 31, 1997 is Unaudited)


(1)  Organization and Summary of Significant Accounting Policies

     (a)  Description of Business

          theglobe.com,  inc. (the  "Company") was  incorporated  on May 1,
          1995   (inception)   and  commenced   operations  on  that  date.
          theglobe.com is an online community with members and users in the
          United  States  and  abroad.  theglobe.com's  users  are  able to
          personalize  their  online  experience  by  publishing  their own
          content and interacting with others having similar interests. The
          Company's primary revenue source is the sale of advertising, with
          additional revenues generated through e-commerce arrangements and
          the sale of membership subscriptions for enhanced services.

          The Company's business is  characterized  by rapid  technological
          change, new product  development and evolving industry standards.
          Inherent  in  the  Company's   business  are  various  risks  and
          uncertainties,  including its limited operating history, unproven
          business  model  and  the  limited  history  of  commerce  on the
          Internet.  The  Company's  success  may  depend  in part upon the
          emergence of the Internet as a communications medium, prospective
          product  development  efforts and the acceptance of the Company's
          solutions by the marketplace.

          During  August 1997,  Dancing  Bear  Investments,  Inc.  invested
          $20,000,000  in  the  Company  in  exchange  for a 51%  ownership
          interest in the Company on a fully diluted  basis,  plus warrants
          (the "Dancing Bear Investment").  (See Note 6)

   
     (b) Initial Public Offerings

          In June 1998,  the Board of Directors  authorized the filing of a
          registration   statement   with  the   Securities   and  Exchange
          Commission  ("SEC")  that would permit the Company to sell shares
          of the  Company's  common  stock in  connection  with a  proposed
          initial  public  offering  ("IPO").  In addition to the IPO,  the
          Company  will be offering  shares in a concurrent  offering  (the
          "Concurrent  Offering")  directly to certain investors at a price
          per share equal to the IPO price per share less the  underwriting
          discount and  commissions  but  including a placement  agent fee,
          (collectively  referred to as the "Offerings").  In the event the
          Concurrent Offering is not consummated by the closing date of the
          IPO, the Concurrent  Offering will be terminated and all payments
          received  in  connection  with the  Concurrent  Offering  will be
          promptly returned.

          If the IPO is consummated under the terms presently  anticipated,
          upon  the  closing  of the  proposed  Offerings  all of the  then
          outstanding shares of the Company's  Convertible  Preferred Stock
          will automatically convert into shares of common stock.
    

     (c) Unaudited Interim Financial Information

   
          The  interim  financial  statements  of the  Company  for the six
          months  ended June 30, 1997 and 1998,  included  herein have been
          prepared by the Company, without audit, pursuant to the rules and
          regulations of the SEC. Certain  information and note disclosures
          normally included in financial  statements prepared in accordance
          with generally accepted accounting principles have been condensed
          or omitted  pursuant  to such rules and  regulations  relating to
          interim financial statements.  In the opinion of management,  the
          accompanying  unaudited interim financial  statements reflect all
          adjustments,  consisting  only of normal  recurring  adjustments,
          necessary to present fairly the financial
    

<PAGE>

                             theglobe.com, inc.

                  Notes to Financial Statements, Continued
       (All information subsequent to December 31, 1997 is Unaudited)


(1), Continued

   
     (c)  Unaudited Interim Financial Information, Continued

          position  of the  Company  at June  30,  1997 and  1998,  and the
          results of its  operations  and its cash flows for the six months
          ended June 30, 1997 and 1998.
    

     (d)  Use of Estimates

          The  preparation  of  financial  statements  in  conformity  with
          generally accepted  accounting  principles requires management to
          make estimates and assumptions  that affect the reported  amounts
          of assets and liabilities and the disclosure of contingent assets
          and  liabilities at the date of the financial  statements and the
          reported  amounts of revenue and  expenses  during the  reporting
          period. Actual results could differ from those estimates.

     (e)  Cash and Cash Equivalents

          The Company  considers all highly liquid securities with original
          maturities of three months or less to be cash  equivalents.  Cash
          equivalents  at  December  31,  1996 and 1997 were  approximately
          $752,000 and $3,997,000,  respectively, and $2,994,000 as of June
          30, 1998, which consisted of certificates of deposit.

     (f)  Short-term Investments

          Short-term  investments are classified as available-for-sale  and
          are available to support current  operations or to take advantage
          of  other  investment   opportunities.   The  majority  of  these
          investments  are  corporate  bonds,  which  are  stated  at their
          estimated fair value based upon publicly available market quotes.
          Unrealized gains and losses are computed on the basis of specific
          identification and are included in stockholders equity.  Realized
          gains,  realized  losses  and  declines  in  value,  judged to be
          other-than-temporary,  are  included  in  income.  The  costs  of
          securities sold are based on the  specific-identification  method
          and interest earned is included in interest income.

     (g)  Property and Equipment

          Property  and  equipment  are  stated  at cost.  Depreciation  is
          computed using the straight-line method over the estimated useful
          lives of the related assets, generally ranging from three to five
          years.  Equipment  under capital  leases is stated at the present
          value of  minimum  lease  payments  and is  amortized  using  the
          straight-line  method  over the  shorter of the lease term or the
          estimated useful lives of the assets

     (h)  Other Assets

          At June 30,  1998,  other  assets  included  $568,226 of security
          deposits  held in an escrow  account as  collateral  for  certain
          capital lease equipment.

     (i)  Impairment of Long-Lived Assets

          The Company reviews its long-lived assets for impairment whenever
          events or changes in  circumstances  indicate  that the  carrying
          amount  of an asset  may not be  recoverable.  Recoverability  of
          assets to be held and used is  measured  by a  comparison  of the
          carrying  amount of an asset to future

<PAGE>
                             theglobe.com, inc.

                  Notes to Financial Statements, Continued
       (All information subsequent to December 31, 1997 is Unaudited)


(1), Continued

   
     (i)  Impairment of Long-Lived Assets, Continued

          net cash flows  expected to be  generated  by the asset.  If such
          assets  are  considered  to be  impaired,  the  impairment  to be
          recognized is measured by the amount by which the carrying amount
          of the assets  exceeds the fair value of the assets.  To date, no
          such impairment has been recorded.
    

     (j)  Income Taxes

          The  Company  accounts  for  income  taxes  using  the  asset and
          liability  method.  Under this  method,  deferred  tax assets and
          liabilities  are  recognized  for  the  future  tax  consequences
          attributable  to  differences  between  the  financial  statement
          carrying  amounts of existing  assets and  liabilities  and their
          respective   tax  bases  for   operating   loss  and  tax  credit
          carryforwards.  Deferred tax assets and  liabilities are measured
          using  enacted tax rates  expected to apply to taxable  income in
          the years in which those temporary differences are expected to be
          recovered  or  settled.  The  effect on  deferred  tax assets and
          liabilities  of a change in tax rates is recognized in results of
          operations  in the period that the tax change  occurs.  Valuation
          allowances are  established,  when necessary,  to reduce deferred
          tax assets to the amount expected to be realized.

     (k)  Revenue Recognition

          The Company's  revenues are derived  principally from the sale of
          banner  advertisements under short-term  contracts.  To date, the
          duration of the Company's  advertising  commitments has generally
          averaged  from  one  to  two  months.  Advertising  revenues  are
          recognized  ratably in the period in which the  advertisement  is
          displayed,  provided  that  no  significant  Company  obligations
          remain and  collection of the  resulting  receivable is probable.
          Company obligations  typically include the guarantee of a minimum
          number of "impressions" or times that an advertisement appears in
          pages viewed by the users of the Company's online properties.

          The  Company   also   derived   revenues   from  its   membership
          subscriptions  which are deferred and recognized ratably over the
          term of the  subscription  period,  which is  generally up to one
          year.

          The  Company  trades  advertisements  on its  Web  properties  in
          exchange  for  advertisements  on the  Internet  sites  of  other
          companies.  Barter revenues and expenses are recorded at the fair
          market value of services provided or received,  whichever is more
          determinable   in  the   circumstances.   Revenue   from   barter
          transactions  is  recognized  as income when  advertisements  are
          delivered on the  Company's  Web  properties.  Barter  expense is
          recognized  when the  Company's  advertisements  are run on other
          companies'  Web sites, which is typically in the same period when
          the barter  revenue is recognized.  Barter  revenues and expenses
          were  approximately  $-0-, $-0-, and $166,500 for the period from
          May 1, 1995  (inception)  to December  31, 1995 and for the years
          ended December 31, 1996 and 1997,  respectively,  and $37,500 and
          $39,906  for the  six  months  ended  June  30,  1997  and  1998,
          respectively.

     (l)  Product Development

          Product  development  expenses include personnel costs associated
          with the  development,  testing and upgrades to the Company's Web
          site  and  systems  as well as  personnel  costs  related  to its
          editorial content and community  management and support.  Product
          development costs are expensed as incurred.

<PAGE>

                             theglobe.com, inc.

                  Notes to Financial Statements, Continued
       (All information subsequent to December 31, 1997 is Unaudited)


(1), Continued


     (m)  Advertising

          Advertising  costs are  expensed as incurred.  Advertising  costs
          totaling $1,248,  $202,986 and $1,057,606 in 1995, 1996 and 1997,
          respectively,  and  $183,413  and  $4,000,047  for the six months
          ended June 30, 1997 and 1998, respectively, are included in sales
          and marketing expenses in the Company's statements of operations.

     (n)  Stock-Based Compensation

          The Company accounts for stock-based compensation arrangements in
          accordance  with  Statement  of  Financial   Accounting  Standard
          ("SFAS") No. 123, Accounting for Stock-Based Compensation,  which
          permits  entities to recognize as expense over the vesting period
          the fair  value of all  stock-based  awards on the date of grant.
          Alternatively,  SFAS No. 123 allows entities to continue to apply
          the provisions of Accounting  Principle Board ("APB") Opinion No.
          25 and provide pro forma net  earnings  disclosures  for employee
          stock option  grants if the  fair-value-based  method  defined in
          SFAS  No.  123 had been  applied.  The  Company  has  elected  to
          continue  to apply  the  provisions  of APB  Opinion  No.  25 and
          provide the pro forma disclosure provisions of SFAS No. 123.

     (o)  Net Loss Per Common Share

   
          The Company  adopted SFAS No. 128,  "Computation  of Earnings Per
          Share,"  during the year ended  December 31, 1997.  In accordance
          with SFAS No.  128 and the  Securities  and  Exchange  Commission
          ("SEC")  Staff  Accounting  Bulletin No. 98,  basic  earnings per
          share are computed  using the weighted  average  number of common
          and dilutive  common  equivalent  shares  outstanding  during the
          period.  Common  equivalent  shares  consist  of the  incremental
          common  shares  issuable upon the  conversion of the  Convertible
          Preferred  Stock  (using  the  if-converted  method)  and  shares
          issuable upon the exercise of stock  options and warrants  (using
          the Treasury Stock method); common equivalent shares are excluded
          from the calculation if their effect is  anti-dilutive.  Pursuant
          to SEC  Staff  Accounting  Bulletin  No.  98,  common  stock  and
          convertible  preferred  stock  issued for nominal  consideration,
          prior to the  anticipated  effective date of an IPO, are required
          to be included in the  calculation  of basic and diluted net loss
          per share, as if they were outstanding for all periods presented.
          To date,  the  Company  has not had any  issuances  or grants for
          nominal consideration.
    

          Diluted loss per share has not been presented separately,  as the
          outstanding stock options, warrants and contingent stock purchase
          warrants are anti-dilutive for each of the periods presented.

          Anti-dilutive  potential common shares outstanding were 2,619,820
          for the period ended December 31, 1995,  3,444,037 and 14,873,344
          for the years ended December 31, 1996 and 1997, respectively, and
          3,823,398 and 17,528,945 for the six-month periods ended June 30,
          1997 and 1998.
<PAGE>
                             theglobe.com, inc.

                  Notes to Financial Statements, Continued
       (All information subsequent to December 31, 1997 is Unaudited)


(1), Continued

     (p)  Recent Accounting Pronouncements

          In  June  1997,   the  FASB  issued  SFAS  No.  130,   "Reporting
          Comprehensive  Income." This statement  establishes standards for
          the  reporting  and  display  of  comprehensive  income  and  its
          components in a full set of general purpose financial statements.
          Comprehensive   income   generally   represents  all  changes  in
          shareholders'  equity  during the period  except those  resulting
          from investments by, or distributions to, shareholders.  SFAS No.
          130 is effective for fiscal years  beginning  after  December 15,
          1997 and requires restatement of earlier periods presented.  SFAS
          No. 130 had no impact on the Company's financial statements.

          In June 1997,  the FASB issued SFAS No. 131,  "Disclosures  About
          Segments of and Enterprise and Related Information." SFAS No. 131
          establishes  standards  for  the  way  that a  public  enterprise
          reports  information about operating segments in annual financial
          statements,  and requires that those enterprises  report selected
          information about operating segments in interim financial reports
          issued to  shareholders.  SFAS No.  131 is  effective  for fiscal
          years beginning after December 15, 1997 and requires statement of
          earlier  periods  presented.  The Company has determined  that it
          does not have any separately reporting business segments.

          In June  1998,  the FASB  issued  SFAS No.  133,  Accounting  for
          Derivative  Instruments  and  Hedging  Activities.  SFAS No.  133
          establishes  accounting  and reporting  standards for  derivative
          instruments,  including derivative  instruments embedded in other
          contracts, and for hedging activities.  SFAS No. 133 is effective
          for all fiscal  quarters of fiscal years beginning after June 15,
          1999. This statement does not apply to the Company as the Company
          currently  does not have any  derivative  instruments  or hedging
          activities.

     (q)  Stock Split

          In May 1996, the Company authorized and implemented a ten-for-one
          common stock split.  All share and per share  information  in the
          accompanying financial statements has been retroactively restated
          to reflect the effect of this stock split.  In August  1997,  the
          Company authorized and implemented a ten-for-one  preferred stock
          split.
<PAGE>
                             theglobe.com, inc.

                  Notes to Financial Statements, Continued
       (All information subsequent to December 31, 1997 is Unaudited)


(2)  Concentration of Credit Risk

     Financial  instruments  which subject the Company to concentrations of
     credit risk consist primarily of cash and cash equivalents, short-term
     investments and trade accounts receivable.  The Company maintains cash
     and cash equivalents with various domestic financial institutions. The
     Company performs periodic  evaluations of the relative credit standing
     of these institutions.  From time to time, the Company's cash balances
     with  any  one  financial   institution  may  exceed  Federal  Deposit
     Insurance Corporation insurance limits.

     The Company's  customers are  concentrated  in the United States.  The
     Company  performs  ongoing  credit  evaluations,  generally  does  not
     require  collateral and establishes an allowance for doubtful accounts
     based  upon  factors   surrounding   the  credit  risk  of  customers,
     historical  trends and other  information;  to date,  such losses have
     been within management's expectations.

     For the period  from May 1, 1995  (inception)  to December  31,  1995,
     there  were no  customers  that  accounted  for over  10% of  revenues
     generated by the Company,  or of accounts  receivable  at December 31,
     1995.

     For the year ended  December 31,  1996,  one  customer  accounted  for
     approximately  71% of total revenues  generated by the Company and 90%
     of accounts receivable at December 31, 1996.

     For the year ended  December  31, 1997,  there was one  customer  that
     accounted for 11% of revenues  (excluding barter advertising  revenues
     of $166,500)  generated by the Company.  There were no customers  that
     accounted for over 10% of accounts receivable at December 31, 1997.

     For the six months ended June 30, 1998,  there were no customers  that
     accounted  for over 10% of revenues  generated by the  Company,  or of
     accounts receivable at June 30, 1998.

(3)  Property and Equipment

     Property and equipment consist of the following:

 
                                                                       June 
                                            December   December         30,
                                               31,         31,         1998
                                              1996        1997      (unaudited)
                                            ---------  ----------  ------------

Computer equipment, including assets under
  capital leases of $-0-, $126,000, and
  $962,648, respectively..................    $181,557   $421,164   1,500,187
Furniture and fixtures....................       7,853     14,230      19,714
                                              --------   ---------  ---------
                                               189,410    435,394   1,519,901

Less accumulated depreciation and
  amortization, including amounts 
   related to assets under capital........    
   leases of $-0-, $-0- and $110,007,
   respectively............................     52,630     109,552     346,319
                                              --------    --------  ----------
      Total...............................    $136,780    $325,842  $1,173,582
                                              ========    ========  ==========
- -------------------------------------------

<PAGE>
                             theglobe.com, inc.

                  Notes to Financial Statements, Continued
       (All information subsequent to December 31, 1997 is Unaudited)


(4)  Income Taxes


     The Company did not incur any income  taxes for the period from May 1,
     1995  (inception) to December 31, 1995 and for the year ended December
     31, 1996 as a result of  operating  losses.  Income taxes for the year
     ended  December  31, 1997 are based solely on state and local taxes on
     business and investment capital.

     The difference  between the provision for income taxes computed at the
     statutory  rate  and the  reported  amount  of tax  expense  (benefit)
     attributable  to income before income taxes for the period from May 1,
     1995  (inception) to December 31, 1995 and for the year ended December
     31, 1996 and 1997 are as follows:



                                                1995        1996        1997

                                           ------------------------------------

   Tax expense at statutory rates.....      $(22,340)  $ (257,781)$(1,218,695)
         Increase (reduction) in income
          taxes resulting from:
     Valuation allowance adjustment..         25,938      302,644   1,710,346
     State and local income taxes,
      net of Federal                         
      income tax benefit..............        (3,660)     (45,131)   (458,817)
      Other, net......................            62          268       3,266
                                            --------     --------   ---------
 
                                            $     --     $     --   $  36,100
                                            ========     ========   =========



     The tax effects of temporary differences that give rise to significant
     portions of the deferred tax assets and  deferred tax  liabilities  at
     December 31, 1996 and 1997 are presented below.

                                                      1996       1997
      Deferred tax assets:
                                                  ----------  ---------
        Net operating loss carryforwards.......    $326,982   2,018,635
      
        Allowance for doubtful accounts........          --       5,520
      
        Deferred compensation..................       1,600      14,773
                                                  ---------   ---------
      
            Total gross deferred tax assets....     328,582   2,038,928
     

      Less valuation allowance.................    (328,582) (2,038,928)
                                                  ---------   ---------
           Net deferred tax assets............    $      --   $      --
                                                  =========   =========


     The valuation  allowance for deferred tax assets as of January 1, 1996
     and 1997 was $328,582 and $2,038,928  respectively.  The net change in
     the total  valuation  allowance for the years ended  December 31, 1996
     and 1997 was $302,644 and $1,710,346,  respectively.  In assessing the
     realizability of deferred tax assets,  management considers whether it
     is more likely than not that some  portion or all of the  deferred tax
     assets will not be realized.  The ultimate realization of deferred tax
     assets is  dependent  upon the  generation  of future  taxable  income
     during  the  periods  in  which  those  temporary  differences  become
     deductible.

<PAGE>
                             theglobe.com, inc.

                  Notes to Financial Statements, Continued
       (All information subsequent to December 31, 1997 is Unaudited)


(4), Continued

     Management   considers   the   scheduled   reversal  of  deferred  tax
     liabilities,   projected   future  taxable  income  and  tax  planning
     strategies in making this assessment.

     At December 31, 1997, the Company had net operating loss carryforwards
     available  for federal and state income tax purposes of $4.4  million.
     These carryforwards expire through 2012 for federal purposes and state
     purposes.

     Under  Section 382 of the Internal  Revenue Code of 1986,  as amended,
     the  utilization  of net operating loss  carryforwards  may be limited
     under the  change in stock  ownership  rules of the  Internal  Revenue
     Code. As a result of ownership  changes which occurred in August 1997,
     the  Company's   operating  tax  loss  carryforwards  and  tax  credit
     carryforwards are subject to these limitations.

(5)  Capitalization

     Authorized Shares

     During  1997,  the Company  amended and restated  its  certificate  of
     incorporation.  As a  result,  the total  number  of shares  which the
     Company is  authorized to issue is  25,000,000  shares:  22,000,000 of
     these shares are Common Stock, each having a par value of $0.001;  and
     3,000,000  shares  are  Preferred  Stock,  each  having a par value of
     $0.001.

     Common Stock

     During 1995, the Company issued a total of 2,250,000  shares of Common
     Stock to its founders in exchange for $4,680 in cash. During 1997, the
     Company  issued  an  additional  58,541  shares  of  Common  Stock  in
     connection with the exercise of certain stock options.

     Convertible Preferred Stock

     Each class of the Company's  Convertible  Preferred  Stock  (Preferred
     Stock) is convertible  into Common Stock,  as defined  below,  and has
     rights  and  preferences  which  are  generally  more  senior  to  the
     Company's  Common Stock and are more fully  described in the Company's
     amended  and  restated  certificate  of  incorporation.  In 1995,  the
     Company  completed a private placement of 1,165,990 shares of Series A
     Preferred Stock for an aggregate price of approximately $113,000. Such
     consideration  consisted  of  $67,000  in cash and the  conversion  of
     outstanding  Notes  (described  below)  in  the  aggregate  amount  of
     approximately   $46,000.  In  1995,  the  Company  issued  Convertible
     Promissory  Notes  ("Notes")  in the  aggregate  principal  amount  of
     $45,500,  bearing  interest at rates  between  6.62% and 8% per annum.
     These Notes,  including interest thereon,  were converted into a total
     of 453,010 shares of Series A Preferred  Stock in connection  with the
     Company's  1995  private  placement,  as  required  by the  terms  and
     conditions of such Notes.

     As of December  31, 1997,  the Company had five series of  Convertible
     Preferred Stock  (collectively  "Preferred  Stock")  authorized and of
     which only four of the series  were  outstanding.  The  holders of the
     various series of Preferred  Stock  generally have the same rights and
     privileges.

<PAGE>
                             theglobe.com, inc.

                  Notes to Financial Statements, Continued
       (All information subsequent to December 31, 1997 is Unaudited)


(5), Continued

     During  December  1995, the Company  completed a private  placement of
     1,151,450 shares of Series B Preferred Stock at 0.525 per share in two
     issuances for an aggregate price of approximately  $604,000,  $579,000
     was paid in cash in 1995 and $25,000 in 1996.

     In 1996, the Company  completed a private  placement of 442,500 shares
     of Series C Preferred  Stock at $2.00 per share for an aggregate price
     of approximately $885,000, paid in cash.

     In April  1997,  the  Company  amended  the Series C  Preferred  Stock
     agreement in order to extend the above  private  placement of Series C
     Preferred  Stock to April 15, 1997.  In  connection  with this private
     placement, the Company issued an additional 140,000 shares of Series C
     Preferred  Stock at $2.00 per share for an aggregate price of $280,000
     in 1997.

     In August 1997, the Company  authorized and issued 51 shares of Series
     D  Preferred  Stock for an  aggregate  cash amount of  $20,000,000  in
     connection with the investment by Dancing Bear Investments, Inc. These
     shares  constituted  51% of the  fully  diluted  capital  stock of the
     Company at that time.  In addition  to the Series D  Preferred  Stock,
     Dancing Bear  Investments,  Inc.  received  warrants which provide the
     right  to  purchase  up to 10  shares  of  Series  E  Preferred  Stock
     representing  10% of the fully diluted capital stock of the Company at
     the time of exercise for an aggregate purchase price of $5,882,353, if
     exercised in total.  In connection  with the Dancing Bear  Investment,
     two officers and shareholders of the Company received $500,000 each as
     signing bonuses in connection with their employment  agreements.  Such
     amounts  were accrued for at that time and were  subsequently  paid in
     the first quarter of 1998.

     The conversion  rate of the Series A, B and C Preferred Stock shall be
     the quotient  obtained by dividing  the  applicable  series'  original
     issue price by the applicable  series'  conversion price. The original
     issue price and  conversion  price  shall be $0.10,  $0.525 and $2 per
     share for Series A, B and C, respectively.  Each share of Series D and
     E  Preferred  Stock  shall be  convertible  into an  amount  of common
     representing 1% of the fully diluted capital stock.

     In the event of any voluntary or involuntary liquidation,  dissolution
     or winding up of the Company,  as defined,  on a pari passu basis,  an
     amount equal to $0.10,  $0.525 and $2, $392,156.86 and $588,235.30 per
     share  for  Series  A,  B,  C, D and E  convertible  Preferred  Stock,
     respectively, shall be paid out of the assets of the Company available
     for distribution  before any such payments shall be made on any shares
     of the  Company's  common  shares  or any other  capital  stock of the
     Company other than the Preferred  Stock,  plus any declared but unpaid
     dividends.
<PAGE>
                             theglobe.com, inc.

                  Notes to Financial Statements, Continued
       (All information subsequent to December 31, 1997 is Unaudited)


(5), continued

     The following table summarizes the Convertible preferred Stock
     authorized, issued and outstanding and liquidation preferences:


                                       Shares
                                     Issued and
                                     Outstanding
                          Shares                            Liquidation
                         Authorized  1996     1997           Preference
                         ---------   ----     ----           -----------
 
             Series A    1,165,990  1,165,990 1,165,990     $       0.10
             Series B    1,151,450  1,151,450 1,151,450     $       0.525
             Series C      582,500    442,500   582,500     $       2.00
             Series D           51          0        51     $ 392,156.86
             Series E           10          0         0
                         ---------  --------- ---------
                         2,900,001  2,759,940 2,899,991
                         =========  ========= =========


     All  Preferred  Shares shall be  automatically  converted  into common
     shares  in the  event  the  Company  closes a firm  commitment  for an
     underwritten  initial  public  offering  of its  common  stock  for an
     aggregate  amount of at least  $15,000,000.  The Preferred  Shares are
     subject to additional  mandatory  conversion rights, as defined in the
     Company's amended and restated certificate of incorporation.

(6)  Stock Option Plan

     1995 Stock Option Plan

     During 1995, the Company established the 1995 Stock Option Plan, which
     was amended (the "Amended Plan") by the Board of Directors in December
     1996.  Under  the  Amended  Plan,  the  Board of  Directors  may issue
     incentive stock options or  nonqualified  stock options to purchase up
     to 1,332,000  common  shares.  Incentive  stock options may be granted
     only to officers who are  employees  of the Company,  directors of the
     Company and other  employees  of the Company who are deemed to be "key
     employees." Incentive stock options must be granted at the fair market
     value of the Company's  Common Stock at the date the option is issued.
     Nonqualified  stock  options  may be granted to  officers,  directors,
     other employees,  consultants and advisors of the Company.  The option
     price for nonqualified stock options shall be at least 85% of the fair
     market value of the Company's  Common Stock. The granted options under
     the  amended  plan  shall be for  periods  not to  exceed  ten  years.
     Incentive  options granted to stockholders who own greater than 10% of
     the total combined voting power of all classes of stock of the Company
     must be  issued at 110% of the fair  market  value of the stock on the
     date the options are granted.

     In connection with the Dancing Bear Investments,  the Company reserved
     an additional 250,000 shares of its common stock for issuance upon the
     exercise  of options to be  granted  in the future  under the  Amended
     Plan.

     The per share  weighted-average  fair value of stock  options  granted
     during 1995, 1996 and 1997 was $0.01, $0.08 and $0.16, respectively,
     on the  date  of  grant  using  the  option-pricing  method  with  the
     following weighted-average assumptions: 1995 - risk-free interest rate
     6% and an expected life of three years; 1996 - risk-free interest rate
     6.18%,  and an expected life of two years;  1997 - risk-free  interest
     rate 6.00%,  and an expected life of three years.  As permitted  under
     the provisions of SFAS No. 123, and based on the historical  lack of a
     public market for the Company's  units,  no factor for  volatility has
     been reflected in the option pricing calculation.
<PAGE>
                             theglobe.com, inc.

                  Notes to Financial Statements, Continued
       (All information subsequent to December 31, 1997 is Unaudited)


(6), continued

     The Company applies APB Opinion No. 25 in accounting for its Plan and,
     accordingly,   compensation  cost  of  $4,000  and  $28,115  has  been
     recognized  for its stock  options  granted below fair market value in
     1996 and 1997, respectively, in the accompanying financial statements.

     Stock option activity during the periods indicated is as follows:


                                                             Weighted
                                                  Options     average
                                                  granted    exercise
                                                               price
                                                  ------      --------
     
      Outstanding at December 31, 1995.........   350,000      $ 0.01
      
      Granted..................................   334,097      $ 0.06
      
      Exercised................................         -
     
      Canceled.................................         -
                                                  -------      ------
      Outstanding at December 31, 1996.........   684,097      $ 0.03
     
      Granted..................................   823,402      $ 0.37
    
      Exercised................................   (58,541)     $ 0.08
      
      Canceled.................................    (5,000)     $ 0.49
                                                  -------
      
      
      Outstanding at December 31, 1997......... 1,443,958      $ 0.22
                                                =========
      
      Vested at December 31, 1997                 795,965
                                                =========
      
      Options available at December 31, 1997       79,502
                                                =========


     The  following  table  summarizes   information  about  stock  options
     outstanding at 12/31/97:


                Options Outstanding                 Options Exercisable
                -------------------               ------------------------
                             Weighted
                             Average    -----------              Weighted
  Range of                  Remaining    Weighted               -----------
  Exercise      Number     Contractual    Average     Number      Average
   Price      Outstanding      Life      Exercise   Outstanding  Exercise
                                           Price                   Price
- -------------  ----------   ----------  ----------  ----------   -----------

$0.01-$0.0525   563,778         1        $ 0.026      466,524     $ 0.02

$0.20-$0.35     709,680         1          0.323      329,441       0.33

   $0.49        170,500         5          0.49             0          0
             ----------                              --------
              1,443,958                               795,965
             ==========                              ========
<PAGE>
                             theglobe.com, inc.

                  Notes to Financial Statements, Continued
        (All information subsequent to December 31, 1997 Unaudited)


(6), Continued

     At   December   31,   1997,   the  range  of   exercise   prices   and
     weighted-average remaining contractual life of outstanding options was
     $0.01 - $0.49 and 1 year, respectively.

     The Company  applies APB No. 25 in  accounting  for its stock  options
     granted to employees and accordingly, no compensation expense has been
     recognized  in the  financial  statements  (except  for those  options
     issued with  exercise  prices  less than fair market  value at date of
     grant). Had the Company determined  compensation  expense based on the
     fair value at the grant date for its stock options issued to employees
     under SFAS No. 123, the Company's net loss would have been adjusted to
     the pro forma amounts indicated below:

                                               1995       1996       1997
                                               ----       ----       ----

             Net loss - as reported           $65,706    $750,180  $3,584,400
                                              =======    ========  ==========

             Net loss - pro forma             $66,873    $756,135  $3,621,373
                                              =======    ========  ==========

             Basic net loss per common        $ (0.03)   $  (0.33) $    (1.56)
                share - as reported           =======    ========  ==========
               
             Basic net loss per common
                share -pro forma              $ (0.03)    $  (0.34) $   (1.58)
                                              =======     ========  =========


(7)  Commitments

     (a)  Office Leases

          In May 1997,  the Company  terminated its office lease in Ithaca,
          NY.  The  Company  moved to New York  City  and  entered  into an
          operating lease agreement  related to its new office space during
          February 1997.

          Rent  expense  for the  operating  leases was $-0-,  $26,181  and
          $81,157 for the period from May 1, 1995  (inception)  to December
          31,  1995 and for the years  ended  December  31,  1996 and 1997,
          respectively.

          Future minimum  payments under the New York City office operating
          leases are as follows:

             Year ended December 31,             Amount

               1998........................    $120,200
               1999........................     121,787
               2000........................      86,517
               2001........................      87,000
               2002........................       7,250
                                               --------

               Total minimum lease payments    $422,754
                                               ========

<PAGE>
                             theglobe.com, inc.

                  Notes to Financial Statements, Continued
       (All information subsequent to December 31, 1997 is Unaudited)


(7), Continued

     (b)  Equipment Leases

          The Company's  lease  obligations are  collateralized  by certain
          assets at December 31, 1997.  Future minimum lease payments under
          noncancellable  operating leases (with initial or remaining lease
          terms in excess of one year) and  future  minimum  capital  lease
          obligations as of December 31, 1997 are:


                                                  Capital    Operating
      Year ending December 31,                    leases      leases
      ------------------------

        1998................................... $  41,399      41,014
      
        1999...................................    41,399      23,551
     
        2000...................................    41,399      12,860
      
        2001...................................    35,189       9,058
     
        2002...................................        --       7,567
                                                 --------     -------
     
                Total minimum lease payments.    $159,386     $94,050
                                                 ========     =======

        Less amount representing interest
         (at rates ranging from 11% to 12.5%)..    33,386
                                                 --------

      
        Present value of minimum capital
         lease payments........................   126,000
                                                 --------
     

      
        Less current installments of obligation
         under capital leases                      27,174
                                                 --------
      
        Obligations under capital leases,
         excluding current installments          $ 98,826
                                                 ========
        


          In addition, the Company entered into five capital leases in 1998
          with future minimum payments totaling $1,062,884 starting in 1998
          through 2003.

     (c)  Advertising Contracts

          During  October  1997,  the  Company  entered  into an  exclusive
          one-year  contract  with an  advertising  agency  with a  minimum
          monthly fee of $50,000.

     (d)  Employment Agreements

          The Company  maintains  employment  agreements  expiring in 2002,
          with  two  executive  officers  of the  Company.  The  employment
          agreements   provide  for  minimum   salary   levels,   incentive
          compensation and severance benefits, among other items.
<PAGE>

                             theglobe.com, inc.

                  Notes to Financial Statements, Continued
       (All information subsequent to December 31, 1997 is Unaudited)


   
(8)  Subsequent Events (unaudited)
    

     The  Company  expects  to  record a charge  to  earnings  in the third
     quarter  of 1998 in  connection  with the  transfer  during  the third
     quarter 1998 of warrants to acquire  450,000 shares of Common Stock by
     Dancing  Bear  Investments  to certain  officers of the  Company.  The
     amount of such charge will be determined by the difference between the
     initial  public  offering  price per share and the exercise  price per
     warrant.

     In July 1998,  the Company  approved the amendment and  restatement of
     its certificate of  incorporation to increase the number of authorized
     shares from 25,000,000 shares to 100,000,000 shares.

     The Company's  1998 Stock Option Plan (the "1998 Plan") was adopted by
     the  Board  of  Directors  on  July  15,  1998,  and  approved  by the
     stockholders  of the  Company  as of July  15,  1998.  The  1998  Plan
     provides  for the  grant of  "incentive  stock  options"  intended  to
     qualify  under  Section 422 of the Code and stock options which do not
     so qualify.  The  granting  of  incentive  stock  option is subject to
     limitation  as  set  forth  in the  1998  Plan.  Directors,  officers,
     employees  and  consultants  of the Company and its  subsidiaries  are
     eligible to receive grants under the 1998 Plan.

     The 1998 Plan  authorizes  for issuance of 1,800,000  shares of Common
     Stock, subject to adjustment as provided in the 1998 Plan. On July 15,
     1998 the Board of Directors approved the grant of 200,000 options each
     to two executives.  There are 1,235,000 options of Company outstanding
     under this Plan.

   
     During July and August 1998,  the Company  entered into two employment
     agreements  expiring in 2001,  with two officers of the  Company.  The
     employment  agreements  provide for minimum salary  levels,  incentive
     compensation  and severance  benefits,  among other items. The Company
     granted 350,000 stock options to the two executives at exercise prices
     equal to the fair market value per share of the Common Stock as of the
     date of the grant. The options will vest over a three year period.
    

<PAGE>



     No  dealer,   sales  representative  or  any  other  person  has  been
authorized  to give  any  information  or to make  any  representations  in
connection with the Offering other than those contained in this Prospectus,
and, if given or made,  such  information  or  representations  must not be
relied upon as having been  authorized  by the Company or any  Underwriter.
This  Prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy,  the Common  Stock in any  jurisdiction  where,  or to any
person to whom, it is unlawful to make such offer or solicitation.  Neither
the delivery of this  Prospectus nor any sale made hereunder  shall,  under
any circumstances,  create any implication that there has been no change in
the  affairs of the Company  since the date hereof or that the  information
contained  herein is correct as of any time  subsequent to the date hereof.

- -----------------

   
                             TABLE OF CONTENTS
                                 Page
Prospectus Summary...........      3
Risk Factors.................      7
Cautionary Notice Regarding
  Forward Looking Statements.     23
Use of Proceeds..............     24
Dividend Policy..............     24
Concurrent Offering..........     24
Capitalization...............     25
Dilution.....................     26
Selected Financial Data......     28
Management's Discussion and
  Analysis of Financial
  Condition and Results of        
  Operations.................     29
Business.....................     38
Management...................     51
Certain Relationships and
  Related Transactions.......     61
Principal Stockholders.......     63
Description of Capital Stock.     65
Shares Eligible for Future Sale   72
Underwriting.................     74
Legal Matters................     75
Experts......................     75
Additional Information.......     75
Index to Financial Statements    F-1
    


     Until        ,  1998 (25 days after the date of this Prospectus),  all
dealers effecting transactions in the registered securities, whether or not
participating  in  this   distribution,   may  be  required  to  deliver  a
Prospectus.  This is in addition to the obligations of dealers to deliver a
Prospectus  when acting as  Underwriters  and with  respect to their unsold
allotments and subscriptions.

=                                   Shares

   [LOGO]


                                                Common Stock







                                                 PROSPECTUS





                                          Bear, Stearns & Co. Inc.

                                          Volpe Brown Whelan & Co.











                                                      , 1998

<PAGE>
                                  PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.  Other Expenses of Issuance and Distribution

     The  following  table  shows the  expenses,  other  than  underwriting
discounts and  commissions,  to be incurred in connection with the sale and
distribution of securities being registered by the Company.  Except for the
SEC registration fee and the NASD Filing Fee, all amounts are estimated.



   SEC Registration Fee.....................................      $14,750
   NASD Filing Fee..........................................       5,500
   Blue Sky Fees and Expenses...............................           *
   Legal Fees and Expenses..................................           *
   Accounting Fees and Expenses.............................           *
   Printing Expenses........................................           *
   Miscellaneous Expenses...................................           *
                                                                     ----
      Total.................................................          $
                                                                      =

- -------------
*  To be filed by amendment.

Item 14.  Indemnification of Directors and Officers

     Section  145 of the  Delaware  General  Corporation  Law (the  "DGCL")
provides that a corporation may indemnify directors and officers as well as
other  employees and individuals  against  expenses  (including  attorneys'
fees), judgments,  fines, and amounts paid in settlement in connection with
specified   actions,   suits,    proceedings   whether   civil,   criminal,
administrative,  or investigative  (other than action by or in the right of
the corporation -- a "derivative  action"), if they acted in good faith and
in a manner  they  reasonably  believed to be in or not opposed to the best
interests of the  corporation  and, with respect to any criminal  action or
proceeding,  had no reasonable cause to believe their conduct was unlawful.
A similar standard is applicable in the case of derivative actions,  except
that indemnification  only extends to expenses (including  attorneys' fees)
incurred in connection  with the defense or settlement of such action,  and
the statue requires court approval before there can be any  indemnification
where the  person  seeking  indemnification  has been  found  liable to the
corporation.  The  statue  provides  that  it is  not  exclusive  of  other
indemnification  that may be granted by a corporation's  charter,  by-laws,
disinterested director vote, stockholder vote, agreement, or otherwise.

     Article VI of the By-Laws requires the Company to indemnify any person
who was or is a party or is threatened to be made a party to or is involved
(including, without limitation, as a witness) in any threatened, pending or
completed  action,  suit,   arbitration,   alternative  dispute  mechanism,
investigation,  administrative  hearing  or any other  proceeding,  whether
civil,  criminal,  administrative or investigative (other than an action by
or in the right of the  Company)  brought  by reason of the fact that he or
she is or was a director or officer of the Company, or, while a director or
officer of the Company,  is or was serving at the request of the Company as
a director or officer of another corporation,  partnership,  joint venture,
trust or other  enterprise,  including  service with respect to an employee
benefits  plan against  expenses  (including  attorneys'  fees,  judgments,
fines,  excise taxes under the Employee  Retirement  Income Security Act of
1974,  penalties and amounts paid in settlement)  incurred by him or her in
connection with such action,  suit or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed
to the best  interests  of the Company,  and,  with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct
was unlawful.

     Section  102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation  that a director of the corporation  shall not
be personally  liable to the corporation or its  stockholders  for monetary
damages for breach of fiduciary  duty as a director,  except for  liability
for (i) any breach of the director's  duty of loyalty to the corporation or
its stockholders, (ii) acts or omissions not in good faith or which involve
intentional  misconduct  or a knowing  violation of law,  (iii)  payment of
unlawful dividends or unlawful stock purchases or redemptions,  or (iv) any
transaction from which the director derived an improper personal benefit.

     Article VI of the Certificate provides that to the fullest extent that
the DGCL,  as it now  exists  or may  hereafter  be  amended,  permits  the
limitation or elimination of the liability of directors,  a director of the
Company shall not be liable to the Company or its stockholders for monetary
damages for breach of  fiduciary  duty as a director.  Any  amendment to or
repeal of, or adoption of any  provision  of the  Certificate  inconsistent
with, such Article VI shall not adversely affect any right or protection of
a director of the Company for or with  respect to any acts or  omissions of
such director occurring prior to such amendment or repeal.

     The Company  has  entered  into  indemnification  agreements  with its
directors  and  officers   substantially  in  the  form  attached  to  this
registration  statement  as Exhibit  10.2.  These  agreements  provide,  in
general,  that the Company will  indemnify such directors and officers for,
and hold  them  harmless  from and  against,  any and all  amounts  paid in
settlement or incurred by, or assessed against, such directors and officers
arising  out of or in  connection  with the service of such  directors  and
officers  as a director  or officer of the  Company or its  Affiliates  (as
defined therein) to the fullest extent permitted by Delaware law.

     The Company  maintains  directors' and officers'  liability  insurance
which provides for payment,  on behalf of the directors and officers of the
Company and its subsidiaries, of certain losses of such persons (other than
matters  uninsurable  under law)  arising  from  claims,  including  claims
arising  under the  Securities  Act,  for acts or omissions by such persons
while  acting  as   directors  or  officers  of  the  Company   and/or  its
subsidiaries, as the case may be.

     The Underwriting  Agreement (the form of which is filed as Exhibit 1.1
hereto) provides for indemnification by the Underwriters of the Company and
its  officers  and  directors  for certain  liabilities  arising  under the
Securities Act or otherwise.

Item 15.  Recent Sales of Unregistered Securities

     All sales,  unless otherwise  noted,  were made in reliance on Section
4(2) of the  Securities  Act and/or  Regulation  D or Rule 701  promulgated
under the  Securities  Act and were made without  general  solicitation  or
advertising. The purchasers were sophisticated investors with access to all
relevant  information  necessary  to evaluate  these  investments,  and who
represented  to the  Registrant  that the shares  were being  acquired  for
investment.



<TABLE>
<CAPTION>
   
                    DATE OF         TITLE OF       NUMBER OF    CONSIDERATION
PURCHASER           ISSUANCE       SECURITIES        SHARES        RECEIVED ($)
- ---------           --------       ----------     ------------  ---------------
                   

<S>                 <C>            <C>             <C>             <C>   

Alce Partners, L.P.  12/22/95       Series B       190,480         100,002
                                    Preferred
Bergendahl, Anders    9/7/95        Series A       159,630          15,750
                                    Preferred
                                    Series B        95,240          50,001
                                    Preferred
                                    Series C        15,000          30,000
                                    Preferred
Bergendahl, Mia       9/7/95        Series A       159,630          15,750
                                    Preferred
                                    Series B        47,620          25,000.50
                                    Preferred
Cayuga Venture Fund                 Series C        12,500          25,000
                                    Preferred
David Duffield      12/22/95        Series B       190,480         100,002
Trust                               Preferred
                                    Series C       250,000         500,000
                                    Preferred
de Selliers,                        Series C        25,000          50,000
Baudouin                            Preferred
Ganem, Bruce                        Series C        15,000          30,000
                                    Preferred
GC&H Investments    12/22/95        Series B        47,620          25,000.50
                                    Preferred
Grey, Nicki         11/16/95        Series A         6,430             500
                                    Preferred
Grinstead, Simon    11/16/95        Series A       106,430          10,500
                                    Preferred
Halperin, Mark R.   12/22/95        Series B        47,620          25,000.50
                                    Preferred
                                    Series C        12,500          25,000
                                    Preferred
Halperin Dow,       12/22/95        Series B        47,620          25,000.50
Peggy Anne                          Preferred
                                    Series C        12,500          25,000
                                    Preferred
Halperin, Philip W. 12/22/95        Series B        47,620          25,000.50
                                    Preferred
                                    Series C        12,500          25,000
                                    Preferred
Halperin, Robert M. 12/22/95        Series B        47,620          25,000.50
                                    Preferred
                                    Series C        12,500          25,000
                                    Preferred
Hirsch, Jason       11/16/95        Series A        38,490           3,000
                                    Preferred
Horowitz, David     12/22/95        Series B       100,000          52,500
                                    Preferred
                                    Series C        25,000          50,000
                                    Preferred
                                    Common Stock    31,944           3,111
Huret Family Trust                  Series C        12,500          25,000
                                    Preferred
Karlsson, Bengt                     Series C        50,000         100,000
                                    Preferred
Krizelman, Allen      9/7/95        Series A       151,690          15,000
                                    Preferred
Krizelman, Susan    11/16/95        Series A        12,830           1,000
                                    Preferred
Krizelman, Todd                     Common Stock 1,050,000
                    11/16/95        Series A        44,910           3,500
                                    Preferred
Leavitt                             Series C        75,000         150,000
Investments, L.P.                   Preferred
Maconie, Andrew     11/16/95        Series A         6,430             513.70
                                    Preferred
Miller, Dan                         Series C        37,500          75,000
                                    Preferred
Muckstadt, Jack                     Series C        15,000          30,000
                                    Preferred
Muller, Georges      1/22/96        Series B        47,620          25,000.50
                                    Preferred
Paternot, Jacques     9/7/95        Series A        32,850           3,000
                                    Preferred
                    12/22/95        Series B        13,330           6,998.25
                                    Preferred
Paternot, Madeleine 11/16/95        Series A         2,570             205.48
                                    Preferred
Paternot, Monica    11/16/95        Series A         3,860             308.22
                                    Preferred
Paternot, Stephan                   Common Stock 1,200,000             
Paternot, Thierry   11/16/95        Series A         6,430             513.70
                                    Preferred
                    12/22/95        Series B        38,100          20,002.50
                                    Preferred
Paternot, Yves        9/7/95        Series A       177,380          17,000
                                    Preferred
                    12/22/95        Series B        47,620          25,000.50
                                    Preferred
S. Knight Pond        9/7/95        Series A       256,430          26,500
Trust                               Preferred
                    12/22/95        Series B       142,860          75,001.50
                                    Preferred
Tuli, John                        Common Stock      26,597


<FN>
   (1)    In August 1997, the Company issued and sold to Dancing Bear
          Investments (i) 51 shares of Series D Preferred Stock which will
          convert into 8,047,529 shares of Common Stock upon consummation
          of the Offerings and (ii) Warrants to purchase 4,046,018 shares
          of Common Stock of the Company at the time of exercise for an
          aggregate price of $5,882,353. The aggregate consideration for
          such transaction was $20 million.
    

   (2)    Since inception, the Company has granted stock options to
          directors, officers and employees of the Company under the
          Company's 1998 Stock Option Plan and 1995 Stock Option Plan. As
          of July 1998, the Company has granted 1,235,000 and 1,425,941
          shares of Common Stock to directors, officers and employees of
          the Company under the Company's 1998 Stock Option Plan and 1995
          Stock Option Plan, respectively, and the Company issued -0- and
          144,058 shares of Common Stock pursuant to the exercise of these
          options under the Company's 1998 Stock Option Plan and 1995 Stock
          Option Plan, respectively
</FN>
</TABLE>


Item 16.  Exhibits and financial statement schedules

   (a)    Exhibits

          The following Exhibits are attached hereto and incorporated
herein by reference:

          1.1  Form of Underwriting Agreement*

   
          1.2  Placement Agent Agreement*

          3.1  Form of Second Amended and Restated Certificate of
               Incorporation of the Company**

          3.2  Form of By-Laws of the Company

          4.1  Second Amended and Restated Investor Rights Agreement among
               the Company and certain equity holders of the Company dated
               as of August 13, 1997**
    

          4.2  Amendment No.1 to Second Amended and Restated Investor
               Rights Agreement among the Company and certain equity
               holders of the Company dated as of July 15, 1998

   
          4.3  Form of Registration Rights Agreement dated as of July 15, 1998
    

          4.4  Specimen certificate representing shares of Common Stock of
               the Company*

   
          4.5  Amended and Restated Warrant to Acquire Shares of Common
               Stock

          5.1  Opinion of Fried, Frank, Harris, Shriver & Jacobson
    

          9.1  Voting Trust Agreement by and among Michael Egan, Todd V.
               Krizelman and Stephan J. Paternot dated as of 1998*

   
          10.1 Employment Agreement dated August 13, 1997, by and between
               the Company and Todd V. Krizelman**

          10.2 Employment Agreement dated August 13, 1997, by and between
               the Company and Stephan J. Paternot**

          10.3 Employment Agreement dated July 13, 1998, by and between the
               Company and Francis T. Joyce**

          10.4 Form of Indemnification Agreement between the Company and
               each of its Directors and Executive Officers**

          10.5 Lease Agreement dated January 14, 1997 between the Company
               and Fifth Avenue West Associates L.P.
    

          10.6 1998 Stock Option Plan*

   
          10.7 1995 Stock Option Plan**
    

          10.8 Rights  Agreement dated 1998, by and between the Company and
                       as Rights Agent*

   
          10.9 D.A.R.T. Service Agreement dated April 15, 1997 +

         10.10 Amendment  dated as of May 1,  1998,  to  original  D.A.R.T.
               Service Agreement dated April 15, 1997+

         10.11 Employment  Agreement  dated August 31, 1998, by and between
               the Company and Dean Daniels
    

          11.1 Computation of Loss Per Share**

          23.1 Consent of KPMG Peat Marwick

   
          23.2 Consent of Fried, Frank, Harris, Shriver & Jacobson
               (included in Exhibit 5.1)

          24.1 Power of Attorney**
    

          27.1 Financial Data Schedule*
     
   
          99.1 Valuation and Qualifying Accounts**
    

____________________________
*   To be filed by amendment.
   
**  Previously filed.  
+   Confidential Treatment requested.  
    

Item 17.  Undertakings

     The undersigned Registrant hereby undertakes:

     (1) to provide to the  Underwriters  at the closing  specified  in the
Underwriting Agreements,  certificates in such denominations and registered
in such names as required by the  Underwriters  to permit prompt deliver to
each purchaser.

     (2) that insofar as indemnification  for liabilities arising under the
Securities  Act of  1933  may be  permitted  to  directors,  officers,  and
controlling persons of the Registrant pursuant to the foregoing  provisions
or otherwise,  the  Registrant  has been advised that in the opinion of the
Securities and Exchange  Commission such  indemnification is against public
policy  as  expressed  in the  Securities  Act of 1933  and is,  therefore,
unenforceable.  In the event that a claim for indemnification  against such
liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer, or controlling person of the Registrant in
the successful  defense of any action,  suit, or proceeding) is asserted by
such  director,  officer,  or  controlling  person in  connection  with the
securities being registered,  the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a  court  of   appropriate   jurisdiction   the   questions   whether  such
indemnification  by them is  against  public  policy  as  expressed  in the
Securities  Act of 1933 and will be governed by the final  adjudication  of
such issue.

     (3)  that  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant  pursuant to Rule
424(b)(1)  or (4) or 497(h)  under  the  Securities  Act of 1933,  shall be
deemed  to be part of this  registration  statement  as of the  time it was
declared effective; and

     (4)  that  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, each post-effective  amendment that contains a form
of  prospectus  filed  shall be deemed to be a new  registration  statement
relating  to the  securities  offered  therein,  and the  offering  of such
securities  at that  time  shall be  deemed  to be the  initial  bona  fide
offering thereof.
<PAGE>
                                 SIGNATURES

   
     Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended,  the  Registrant  has  duly  caused  this  Amendment  No. 1 to the
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly  authorized,  in the City of New York, State of New York, on
the 20th day of August 1998.
    


                                             theglobe.com, inc.

                                             By:      /s/  Todd Krizelman
                                                  -----------------------
                                                        Todd Krizelman
                                                Co-Chief Executive Officer and
                                                   Co-President


                                             By:     /s/  Stephan Paternot
                                                  ------------------------
                                                       Stephan Paternot
                                                Co-Chief Executive Officer,
                                                   Co-President and Secretary



   
                    -----------------------------------


     Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, this Amendment No. 1 to the Registration Statement has been signed
below  by the  following  persons  in  the  capacities  and  on  the  dates
indicated:


        Signature                      Title                      Date
        -----------                   --------                  -------

     Michael Egan*         Chairman                        August 20, 1998
- --------------------------

       Michael Egan

    /s/ Todd Krizelman     Co-Chief Executive Officer,     August 20, 1998
- -------------------------- Co-President and Director

      Todd Krizelman

   /s/ Stephan Paternot    Co-Chief Executive Officer,     August 20, 1998
- -------------------------- Co-President, Secretary and
                           Director
     Stephan Paternot

       Frank Joyce*        Vice President and Chief        August 20, 1998
- -------------------------- Financial Officer (Principal
                           Accounting Officer)
       Frank Joyce

      Edward Cespedes*     Director                        August 20, 1998
- --------------------------

     Edward Cespedes

       Rosalie Arthur*     Director                        August 20, 1998
- --------------------------

      Rosalie Arthur

      Robert Halperin*     Director                        August 20, 1998
- --------------------------

     Robert Halperin

       David Horowitz*     Director                        August 20, 1998
- --------------------------

      David Horowitz

      H. Wayne Huizenga*   Director                        August 20, 1998
- --------------------------

    H. Wayne Huizenga
- --------------------------

* By Attorney-in-Fact
    




                                                            EXHIBIT 3.2

                                EXHIBIT 3.2


                                  FORM OF

                                  BY-LAWS

                                     OF

                             theglobe.com, inc.

                   (hereinafter called the "Corporation")

                   (Effective as of ______________, 1998)


                                 ARTICLE I

                                  OFFICES
                                  -------

          Section 1. Registered Office. The registered office of the
Corporation within the State of Delaware shall be in the City of Dover,
County of Kent.

          Section 2. Other Offices. The Corporation may also have an office
or offices other than said registered office at such place or places,
either within or without the State of Delaware, as the Board of Directors
shall from time to time determine or the business of the Corporation may
require.

                                 ARTICLE II

                          MEETINGS OF STOCKHOLDERS
                          ------------------------

          Section 1. Place of Meetings. All meetings of the stockholders
for the election of directors or for any other purpose shall be held at any
such time and place, either within or without the State of Delaware as
shall be designated from time to time by the Board of Directors and stated
in the notice of the meeting or in a duly executed waiver of notice
thereof.

          Section 2. Annual Meetings. Annual meetings of stockholders shall
be held on such date and at such time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting or
in a duly executed waiver thereof. At such annual meetings, the
stockholders shall elect by a plurality vote the directors standing for
election and transact such other business as may properly be brought before
the meeting in accordance with these By-Laws.

          Section 3. Special Meetings. Special meetings of stockholders,
for any purpose or purposes, unless otherwise prescribed by statute may be
called by the Board of Directors, the Chairman of the Board of Directors,
if one shall have been elected, or the Chief Executive Officer(s) or
President(s), and shall be called by the Secretary upon the request in
writing of a stockholder or stockholders holding of record at least a
majority of the voting power of the issued and outstanding shares of
capital stock of the Corporation entitled to vote at such meeting.

          Section 4. Notice of Meetings. Except as otherwise expressly
required by statute, written notice of each annual and special meeting of
stockholders stating the date, place and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given to each stockholder of record entitled to vote
thereat not less than ten nor more than sixty days before the date of the
meeting. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice. Notice shall be given
personally or by mail and, if by mail, shall be sent in a postage prepaid
envelope, addressed to the stockholder at such stockholder's address as it
appears on the records of the Corporation. Notice by mail shall be deemed
given at the time when the same shall be deposited in the United States
mail, postage prepaid. Notice of any meeting shall not be required to be
given to any person who attends such meeting, except when such person
attends the meeting in person or by proxy for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened, or who,
either before or after the meeting, shall submit a signed written waiver of
notice, in person or by proxy. Neither the business to be transacted at,
nor the purpose of, an annual or special meeting of stockholders need be
specified in any written waiver of notice.

          Section 5. Organization. At each meeting of stockholders, the
Chairman of the Board, if one shall have been elected, or, in such person's
absence or if one shall not have been elected, the Chief Executive
Officer(s) or President(s), shall act as chairmen of the meeting. The
Secretary or, in such person's absence or inability to act, the person whom
the chairman of the meeting shall appoint secretary of the meeting, shall
act as secretary of the meeting and keep the minutes thereof.

          Section 6. Conduct of Business. The chairman of any meeting of
stockholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct
of discussion as seems to him or her in order. The date and time of the
opening and closing of the polls for each matter upon which the
stockholders will vote at a meeting shall be announced at the meeting.

          Section 7. Quorum, Adjournments. The holders of a majority of the
voting power of the issued and outstanding shares of capital stock of the
Corporation entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum for the transaction of business at all
meetings of stockholders, except as otherwise provided by statute or by the
Second Amended and Restated Certificate of Incorporation. If, however, such
quorum shall not be present or represented by proxy at any meeting of
stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until
a quorum shall be present or represented by proxy. At such adjourned
meeting at which a quorum shall be present or represented by proxy, any
business may be transacted which might have been transacted at the meeting
as originally called. If the adjournment is for more than thirty days, or,
if after adjournment a new record date is set, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at
the meeting.

          Section 8. Voting. Except as otherwise provided by statute or the
Second Amended and Restated Certificate of Incorporation and these By-Laws,
each stockholder of the Corporation shall be entitled at each meeting of
stockholders to one vote for each share of capital stock of the Corporation
standing in such stockholder's name on the record of stockholders of the
Corporation:

               (a) on the date fixed pursuant to the provisions of Section
          7 of Article V of these By-Laws as the record date for the
          determination of the stockholders who shall be entitled to notice
          of and to vote at such meeting; or

               (b) if no such record date shall have been so fixed, then at
          the close of business on the day next preceding the day on which
          notice thereof shall be given, or, if notice is waived, at the
          close of business on the date next preceding the day on which the
          meeting is held.

Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act for such stockholder by a proxy
signed by such stockholder or such stockholder's attorney-in-fact, but no
proxy shall be voted after three years from its date, unless the proxy
provides for a longer period. Any such proxy shall be delivered to the
secretary of the meeting at or prior to the time designated in the order of
business for so delivering such proxies. When a quorum is present at any
meeting, the affirmative vote of the holders of a majority of the voting
power of the issued and outstanding stock of the Corporation entitled to
vote thereon, present in person or represented by proxy, shall decide any
question brought before such meeting, unless the question is one upon which
by express provision of statute or of the Second Amended and Restated
Certificate of Incorporation or of these By-Laws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question. Unless required by statute, or determined by the
chairman of the meeting to be advisable, the vote on any question need not
be by ballot. On a vote by ballot, each ballot shall be signed by the
stockholder voting, or by such stockholder's proxy, if there be such proxy.

          Section 9. List of Stockholders Entitled to Vote. At least ten
days before each meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder shall be prepared. Such list
shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at
least ten days prior to the meeting, either at a place within the city,
town, or village where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the whole time thereof,
and may be inspected by any stockholder of the Corporation who is present.

          Section 10. Inspectors. The Board of Directors shall, in advance
of any meeting of stockholders, appoint one or more inspectors to act at
such meeting or any adjournment thereof. If any of the inspectors so
appointed shall fail to appear or act, the chairman of the meeting shall,
or if inspectors shall not have been appointed, the chairman of the meeting
may appoint one or more inspectors. Each inspector, before entering upon
the discharge of such inspector's duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of such inspector's ability. The
inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right
to vote, count and tabulate all votes, ballots or consents, determine the
results, and do such acts as are proper to conduct the election or vote
with fairness to all stockholders. On request of the chairman of the
meeting, the inspectors shall make a report in writing of any challenge,
request or matter determined by them and shall execute a certificate of any
fact found by them. No director or candidate for the office of director
shall act as an inspector of an election of directors. Inspectors need not
be stockholders.

          Section 11. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided by statute or in the Second Amended and Restated
Certificate of Incorporation, any action required to be taken or which may
be taken at any annual or special meeting of the stockholders of the
Corporation may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of any such corporate action
without a meeting by less than unanimous written consent shall be given to
those stockholders who have not consented in writing.

          Section 12. Advance Notice Provisions for Election of Directors.
Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors of the Corporation. Nominations
of persons for election to the Board of Directors may be made at any annual
meeting of stockholders, or at any special meeting of stockholders called
for the purpose of electing directors, (a) by or at the direction of the
Board of Directors (or any duly authorized committee thereof) or (b) by any
stockholder of the Corporation (i) who is a stockholder of record on the
date of the giving of the notice provided for in this Section 12 and on the
record date for the determination of stockholders entitled to vote at such
meeting and (ii) who complies with the notice procedures set forth in this
Section 12.

          In addition to any other applicable requirements, for a
nomination to be made by a stockholder such stockholder must have given
timely notice thereof in proper written form to the Secretary of the
Corporation.

          To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the Corporation (a) in the case of an annual meeting, not less than 60 days
nor more than 90 days prior to the date of the annual meeting; provided,
however, that in the event that less than 70 days' notice or prior public
disclosure of the date of the annual meeting is given or made to
stockholders, notice by the stockholder in order to be timely must be so
received not later than the close of business on the 10th day following the
day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made,
whichever first occurs; and (b) in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than
the close of business on the 10th day following the day on which notice of
the date of the special meeting was mailed or public disclosure of the date
of the special meeting was made, whichever first occurs.

          To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the stockholder
proposes to nominate for election as a director (i) the name, age, business
address and residence address of the person, (ii) the principal occupation
or employment of the person, (iii) the class or series and number of shares
of capital stock of the Corporation which are owned beneficially or of
record by the person and (iv) any other information relating to the person
that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder; and (b) as to the stockholder giving the notice (i)
the name and record address of such stockholder, (ii) the class or series
and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by
proxy at the meeting to nominate the persons named in its notice and (v)
any other information relating to such stockholder that would be required
to be disclosed in a proxy statement or other filings required to be made
in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to be named as a nominee and to serve as a
director if elected.

          No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in
this Section 12. If the chairman of the meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
chairman shall declare to the meeting that the nomination was defective and
such defective nomination shall be disregarded.

          Section 13. Advance Notice Provisions for Business to be
Transacted at Annual Meeting. No business may be transacted at an annual
meeting of stockholders, other than business that is either (a) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the annual meeting by or at
the direction of the Board of Directors (or any duly authorized committee
thereof) or (c) otherwise properly brought before the annual meeting by any
stockholder of the Corporation (i) who is a stockholder of record on the
date of the giving of the notice provided for in this Section 13 and on the
record date for the determination of stockholders entitled to vote at such
annual meeting and (ii) who complies with the notice procedures set forth
in this Section 13.

          In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to
the Secretary of the Corporation.

          To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the Corporation not less than 60 days nor more than 90 days prior to the
date of the annual meeting; provided, however, that in the event that less
than 70 days' notice or prior public disclosure of the date of the annual
meeting is given or made to stockholders, notice by the stockholder in
order to be timely must be so received not later than the close of business
on the 10th day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure of the date of the
annual meeting was made, whichever first occurs.

          To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to
bring before the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record
address of such stockholder, (iii) the class or series and number of shares
of capital stock of the Corporation which are owned beneficially or of
record by such stockholder, (iv) a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business by
such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear
in person or by proxy at the annual meeting to bring such business before
the meeting.

          No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section 13, provided,
however, that, once business has been properly brought before the annual
meeting in accordance with such procedures, nothing in this Section 13
shall be deemed to preclude discussion by any stockholder of any such
business. If the chairman of an annual meeting determines that business was
not properly brought before the annual meeting in accordance with the
foregoing procedures, the chairman shall declare to the meeting that the
business was not properly brought before the meeting and such business
shall not be transacted.

                                ARTICLE III

                                 DIRECTORS
                                 ---------

          Section 1. Place of Meetings. Meetings of the Board of Directors
shall be held at such place or places, within or without the State of
Delaware, as the Board of Directors may from time to time determine or as
shall be specified in the notice of any such meeting.

          Section 2. Annual Meeting. The Board of Directors shall meet for
the purpose of organization, the election of officers and the transaction
of other business, as soon as practicable after each annual meeting of
stockholders, on the same day and at the same place where such annual
meeting shall be held. Notice of such meeting need not be given. In the
event such annual meeting is not so held, the annual meeting of the Board
of Directors may be held at such other time or place (within or without the
State of Delaware) as shall be specified in a notice thereof given as
hereinafter provided in Section 5 of this Article III.

          Section 3. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such time and place as the Board of Directors
may fix. If any day fixed for a regular meeting shall be a legal holiday at
the place where the meeting is to be held, then the meeting which would
otherwise be held on that day shall be held at the same hour on the next
succeeding business day.

          Section 4. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, if one shall have
been elected, or by two or more directors of the Corporation or by any
Chief Executive Officer or President.

          Section 5. Notice of Meetings. Notice of regular meetings of the
Board of Directors need not be given except as otherwise required by law or
these By-Laws. Notice of each special meeting of the Board of Directors for
which notice shall be required, shall be given by the Secretary as
hereinafter provided in this Section 5, in which notice shall be stated the
time and place of the meeting. Except as otherwise required by these
By-Laws, such notice need not state the purposes of such meeting. Notice of
any special meeting, and of any regular or annual meeting for which notice
is required, shall be given to each director at least (a) four hours before
the meeting if by telephone or by being personally delivered or sent by
telex, telecopy, or similar means or (b) five days before the meeting if
delivered by mail to the director's residence or usual place of business.
Such notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage prepaid, or when transmitted if sent
by telex, telecopy, or similar means. Neither the business to be transacted
at, nor the purpose of, any special meeting of the Board of Directors need
be specified in the notice or waiver of notice of such meeting. Any
director may waive notice of any meeting by a writing signed by the
director entitled to the notice and filed with the minutes or corporate
records. The attendance at or participation of the director at a meeting
shall constitute waiver of notice of such meeting, unless the director at
the beginning of the meeting or promptly upon such director's arrival
objects to holding the meeting or transacting business at the meeting.

          Section 6. Organization. At each meeting of the Board of
Directors, the Chairman of the Board, if one shall have been elected, or,
in the absence of the Chairman of the Board or if one shall not have been
elected, any Chief Executive Officer or President (or, in the their
absence, another director chosen by a majority of the directors present)
shall act as chairman of the meeting and preside thereat. The Secretary or,
in such person's absence, any person appointed by the chairman shall act as
secretary of the meeting and keep the minutes thereof.

          Section 7. Quorum and Manner of Acting. A majority of the entire
Board of Directors shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, and, except as otherwise
expressly required by statute or the Second Amended and Restated
Certificate of Incorporation or these By-Laws, the affirmative vote of a
majority of the directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors. In the absence of a
quorum at any meeting of the Board of Directors, a majority of the
directors present thereat may adjourn such meeting to another time and
place. Notice of the time and place of any such adjourned meeting shall be
given to all of the directors unless such time and place were announced at
the meeting at which the adjournment was taken, in which case such notice
need only be given to the directors who were not present thereat. At any
adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally
called. The directors shall act only as a Board and the individual
directors shall have no power as such.

          Section 8. Action by Consent. Unless restricted by the Second
Amended and Restated Certificate of Incorporation, any action required or
permitted to be taken by the Board of Directors or any committee thereof
may be taken without a meeting if all members of the Board of Directors or
such committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of the
Board of Directors or such committee, as the case may be.

          Section 9. Telephonic Meeting. Unless restricted by the Second
Amended and Restated Certificate of Incorporation, any one or more members
of the Board of Directors or any committee thereof may participate in a
meeting of the Board of Directors or such committee by means of a
conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. Participation
by such means shall constitute presence in person at a meeting.

          Section 10. Committees. The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate one or
more committees, including an executive committee, each committee to
consist of one or more of the directors of the Corporation. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence of disqualification of any member of a
committee, the member or members present at any meeting and not
disqualified from voting, whether or not such members constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any such absent or disqualified member.

          Each such committee, to the extent provided in the resolution
creating it, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to
all papers which require it; provided, however, that no such committee
shall have the power or authority in reference to the following matters:
(a) approving or adopting, or recommending to the stockholders, any action
or matter expressly required by the General Corporation Law of Delaware to
be submitted to stockholders for approval or (b) adopting, amending or
repealing any by-law of the Corporation. Each such committee shall serve at
the pleasure of the Board of Directors and have such name as may be
determined from time to time by resolution adopted by the Board of
Directors. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors.

          Section 11. Fees and Compensation. Directors and members of
committees may receive such compensation, if any, for their services, and
such reimbursement for expenses, as may be fixed or determined by the Board
of Directors. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

          Section 12. Resignations. Any director of the Corporation may
resign at any time by giving written notice of such director's resignation
to the Corporation. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not
be specified therein, immediately upon its receipt. Unless otherwise
specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

          Section 13. Filling of Vacancies.

          In case of a vacancy created by an increase in the number of
directors or any vacancy created by death, removal, or resignation, the
vacancy or vacancies may be filled either (a) by the Board of Directors, or
(b) by the shareholders. In the case of a director appointed to fill a
vacancy created by an increase in the number of directors, the director so
appointed shall hold office until the next meeting at which directors are
elected . In the case of a director appointed to fill a vacancy created by
the death, removal or resignation of a director, the newly appointed
director shall hold office for the term to which his predecessor was
elected or until his successor is elected.

          Section 14. Interested Directors. No contract or transaction
between the Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be
void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the contract or
transaction, or solely because such person's or persons' votes are counted
for such purposes if (a) the material facts as to such person's or persons'
relationship or interest and as to the contract or transaction are
disclosed or are known to the directors or committee who then in good faith
authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested
directors may be less than a quorum, or (b) the material facts as to such
person's or persons' relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good
faith by vote of the stockholders or (c) the contract or transaction is
fair as to the Corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee thereof or the
stockholders. Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a
committee which authorizes the contract or transaction.

                                 ARTICLE IV

                                  OFFICERS
                                  --------

          Section 1. General. The officers of the Corporation shall be
chosen by the Board of Directors and shall include one (or more) Chief
Executive Officers, one (or more) Presidents, one or more Vice Presidents
(including Senior, Executive or other classifications of Vice Presidents)
and a Secretary. The Board of Directors, in its discretion, may also choose
as an officer of the Corporation a Chairman and a Vice Chairman of the
Board and may choose other officers (including a Treasurer, one or more
Assistant Secretaries and one or more Assistant Treasurers) as may be
necessary or desirable. Such officers as the Board of Directors may choose
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors. The Board of Directors may
delegate to any officer of the Corporation the power to choose such other
officers and to proscribe their respective duties and powers. Any number of
offices may be held by the same person, unless otherwise prohibited by law,
the Second Amended and Restated Certificate of Incorporation or these
By-Laws. The officers of the Corporation need not be stockholders of the
Corporation nor, except in the case of the Chairman of the Board and Vice
Chairman of the Board of Directors, need such officers be directors of the
Corporation.

          Section 2. Term. All officers of the Corporation shall hold
office until their successors are chosen and qualified, or until their
earlier resignation or removal. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

          Section 3. Resignations. Any officer of the Corporation may
resign at any time by giving written notice of such officer's resignation
to the Corporation. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not
be specified therein, immediately upon receipt. Unless otherwise specified
therein, the acceptance of any such resignation shall not be necessary to
make it effective.

          Section 4. Removal. Any officer may be removed at any time by the
Board of Directors with or without cause.

          Section 5. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to
time by the Board of Directors. An officer of the Corporation shall not be
prevented from receiving compensation by reason of the fact that such
officer is also a director of the Corporation.

          Section 6. Chairman of the Board. The Chairman of the Board, if
one shall have been elected, shall be a member of the Board, and if
determined by the Board, an officer of the Corporation and, if present,
shall preside at each meeting of the Board of Directors or the
stockholders. The Chairman of the Board shall advise and counsel with the
Chief Executive Officer(s) and President(s), and in their absence with
other executives of the Corporation, and shall perform such other duties as
may from time to time be assigned to the Chairman of the Board by the Board
of Directors.

                                 ARTICLE V

                   STOCK CERTIFICATES AND THEIR TRANSFER
                   -------------------------------------

          Section 1. Stock Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the
name of the Corporation by, the Chairman of the Board or a Vice Chairman of
the Board or a Chief Executive Officer or a President or a Vice President
and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares
owned by such holder in the Corporation. If the Corporation shall be
authorized to issue more than one class of stock or more than one series of
any class, the designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof
and the qualifications, limitations or restriction of such preferences
and/or rights shall be set forth in full or summarized on the face or back
of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in
Section 202 of the General Corporation Law of Delaware, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such class or
series of stock, a statement that the Corporation will furnish without
charge to each stockholder who so requests the designations, preferences
and relative, participating, optional or other special rights of each class
of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

          Section 2. Facsimile Signatures. Any or all of the signatures on
a certificate may be a facsimile, engraved or printed. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if such person was such
officer, transfer agent or registrar at the date of issue.

          Section 3. Lost Certificates. The Board of Directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been
lost, stolen, or destroyed. When authorizing such issue of a new
certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of
such lost, stolen, or destroyed certificate or certificates, or the owner's
legal representative, to give the Corporation a bond in such sum as it may
direct sufficient to indemnify it against any claim that may be made
against the Corporation on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new
certificate.

          Section 4. Transfers of Stock. Upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation to issue a
new certificate to the person entitled thereto, cancel the old certificate
and record the transaction upon its records; provided, however, that the
Corporation shall be entitled to recognize and enforce any lawful
restriction on transfer. Whenever any transfer of stock shall be made for
collateral security, and not absolutely, it shall be so expressed in the
entry of transfer if, when the certificates are presented to the
Corporation for transfer, both the transferor and the transferee request
the Corporation to do so.

          Section 5. Transfer Agents and Registrars. The Board of Directors
may appoint, or authorize any officer or officers to appoint, one or more
transfer agents and one or more registrars.

          Section 6. Regulations. The Board of Directors may make such
additional rules and regulations, not inconsistent with these By-Laws, as
it may deem expedient concerning the issue, transfer and registration of
certificates for shares of stock of the Corporation.

          Section 7. Fixing the Record Date. In order that the Corporation
may determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to express consent
to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights,
or entitled to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board
of Directors may fix, in advance, a record date, which shall not be more
than sixty nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action. A determination of stockholders
of record entitled to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the adjourned meeting.

          Section 8. Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its
records as the owner of shares of stock to receive dividends and to vote as
such owner, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares of stock on the part of any
other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.

                                 ARTICLE VI

                 INDEMNIFICATION OF OFFICERS AND DIRECTORS
                 -----------------------------------------

          Section 1. General. Each person who was or is made a party or is
threatened to be made a party to or is involved (including, without
limitation, as a witness) in any threatened, pending or completed action,
suit, arbitration, alternative dispute resolution mechanism, investigation,
administrative hearing or any other proceeding, whether civil, criminal,
administrative or investigative ("Proceeding") brought by reason of the
fact that such person (the "Indemnitee") is or was a director or officer of
the Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to an
employee benefit plan, whether the basis of such Proceeding is alleged
action in an official capacity as a director or officer or in any other
capacity while serving as such a director or officer, shall be indemnified
and held harmless by the Corporation to the full extent permitted by the
General Corporation Law of Delaware, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), or by other applicable law as then in effect, against all
expenses, liabilities, losses and claims (including attorneys' fees,
judgments, fines, excise taxes under the Employee Retirement Income
Security Act of 1974, as amended from time to time, penalties and amounts
to be paid in settlement) actually incurred or suffered by such Indemnitee
in connection with such Proceeding (collectively, "Losses").

          Section 2. Derivative Actions. The Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to or
is involved (including, without limitation, as a witness) in any Proceeding
brought by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that such person (also an "Indemnitee") is or
was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation
or of a partnership, joint venture, trust or other enterprise, including
service with respect to an employee benefit plan, against Losses actually
incurred or suffered by the Indemnitee in connection with the defense or
settlement of such action or suit if the Indemnitee acted in good faith and
in a manner the Indemnitee reasonably believed to be in or not opposed to
the best interests of the Corporation, provided that no indemnification
shall be made in respect of any claim, issue or matter as to which Delaware
law expressly prohibits such indemnification by reason of an adjudication
of liability of the Indemnitee unless and only to the extent that the Court
of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
the Indemnitee is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

          Section 3. Indemnification in Certain Cases. Notwithstanding any
other provision of this Article VI, to the extent that an Indemnitee has
been wholly successful on the merits or otherwise in any Proceeding
referred to in Sections 1 or 2 of this Article VI on any claim, issue or
matter therein, the Indemnitee shall be indemnified against Losses actually
incurred or suffered by the Indemnitee in connection therewith. If the
Indemnitee is not wholly successful in such Proceeding but is successful,
on the merits or otherwise, as to one or more but less than all claims,
issues or matters in such Proceeding, the Corporation shall indemnify the
Indemnitee, against Losses actually incurred or suffered by the Indemnitee
in connection with each successfully resolved claim, issue or matter. In
any review or Proceeding to determine such extent of indemnification, the
Corporation shall bear the burden of proving all matters and which amounts
sought in indemnity are allocable to claims, issues or matters which were
not successfully resolved. For purposes of this Section 3 and without
limitation, the termination of any such claim, issue or matter by dismissal
with or without prejudice shall be deemed to be a successful resolution as
to such claim, issue or matter.

          Section 4. Procedure. (a) Any indemnification under Sections 1
and 2 of this Article VI (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination
that indemnification of the Indemnitee is proper (except that the right of
the Indemnitee to receive payments pursuant to Section 5 of this Article VI
shall not be subject to this Section 4) in the circumstances because the
Indemnitee has met the applicable standard of conduct. Such determination
shall be made promptly, but in no event later than 60 days after receipt by
the Corporation of the Indemnitee's written request for indemnification.
The Secretary of the Corporation shall, promptly upon receipt of the
Indemnitee's request for indemnification, advise the Board of Directors
that the Indemnitee has made such request for indemnification.

          (b) The entitlement of the Indemnitee to indemnification shall be
determined in the specific case (1) by the Board of Directors by a majority
vote of the directors who are not parties to such Proceeding, even though
less than a quorum (the "Disinterested Directors"), or (2) if there are no
Disinterested Directors, or if such Disinterested Directors so direct, by
independent legal counsel, or (3) by the stockholders.

          (c) In the event the determination of entitlement is to be made
by independent legal counsel, such independent legal counsel shall be
selected by the Board of Directors and approved by the Indemnitee. Upon
failure of the Board of Directors to so select such independent legal
counsel or upon failure of the Indemnitee to so approve, such independent
legal counsel shall be selected by the American Arbitration Association in
New York, New York or such other person as such Association shall designate
to make such selection.

          (d) If the Board of Directors or independent legal counsel shall
have determined that the Indemnitee is not entitled to indemnification to
the full extent of the Indemnitee's request, the Indemnitee shall have the
right to seek entitlement to indemnification in accordance with the
procedures set forth in Section 6 of this Article VI.

          (e) If the person or persons empowered pursuant to Section 4(b)
of this Article VI to make a determination with respect to entitlement to
indemnification shall have failed to make the requested determination
within 60 days after receipt by the Corporation of such request, the
requisite determination of entitlement to indemnification shall be deemed
to have been made and the Indemnitee shall be absolutely entitled to such
indemnification, absent (i) misrepresentation by the Indemnitee of a
material fact in the request for indemnification or (ii) a final judicial
determination that all or any part of such indemnification is expressly
prohibited by law.

          (f) The termination of any proceeding by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, adversely affect the rights of the
Indemnitee to indemnification hereunder except as may be specifically
provided herein, or create a presumption that the Indemnitee did not act in
good faith and in a manner which the Indemnitee reasonably believed to be
in or not opposed to the best interests of the Corporation or create a
presumption that (with respect to any criminal action or proceeding) the
Indemnitee had reasonable cause to believe that the Indemnitee's conduct
was unlawful.

          (g) For purposes of any determination of good faith hereunder,
the Indemnitee shall be deemed to have acted in good faith if the
Indemnitee's action is based on the records or books of account of the
Corporation or an affiliate, including financial statements, or on
information supplied to the Indemnitee by the officers of the Corporation
or an affiliate in the course of their duties, or on the advice of legal
counsel for the Corporation or an affiliate or on information or records
given or reports made to the Corporation or an affiliate by an independent
certified public accountant or by an appraiser or other expert selected
with reasonable care to the Corporation or an affiliate. The Corporation
shall have the burden of establishing the absence of good faith. The
provisions of this Section 4(g) of this Article VI shall not be deemed to
be exclusive or to limit in any way the other circumstances in which the
Indemnitee may be deemed to have met the applicable standard of conduct set
forth in these By-Laws.

          (h) The knowledge and/or actions, or failure to act, of any other
director, officer, agent or employee of the Corporation or an affiliate
shall not be imputed to the Indemnitee for purposes of determining the
right to indemnification under these By-Laws.

          Section 5. Advances for Expenses and Costs. All expenses
(including attorneys fees) incurred by or on behalf of the Indemnitee (or
reasonably expected by the Indemnitee to be incurred by the Indemnitee
within three months) in connection with any Proceeding shall be paid by the
Corporation in advance of the final disposition of such Proceeding within
twenty days after the receipt by the Corporation of a statement or
statements from the Indemnitee requesting from time to time such advance or
advances whether or not a determination to indemnify has been made under
Section 4 of this Article VI. The Indemnitee's entitlement to such
advancement of expenses shall include those incurred in connection with any
Proceeding by the Indemnitee seeking an adjudication or award in
arbitration pursuant to these By-Laws. The financial ability of an
Indemnitee to repay an advance shall not be a prerequisite to the making of
such advance. Such statement or statements shall reasonably evidence such
expenses incurred (or reasonably expected to be incurred) by the Indemnitee
in connection therewith and shall include or be accompanied by a written
undertaking by or on behalf of the Indemnitee to repay such amount if it
shall ultimately be determined that the Indemnitee is not entitled to be
indemnified therefor pursuant to the terms of this Article VI.

          Section 6. Remedies in Cases of Determination not to Indemnify or
to Advance Expenses. (a) In the event that (i) a determination is made that
the Indemnitee is not entitled to indemnification hereunder, (ii) advances
are not made pursuant to Section 5 of this Article VI or (iii) payment has
not been timely made following a determination of entitlement to
indemnification pursuant to Section 4 of this Article VI, the Indemnitee
shall be entitled to seek a final adjudication either through an
arbitration proceeding or in an appropriate court of the State of Delaware
or any other court of competent jurisdiction of the Indemnitee's
entitlement to such indemnification or advance.

          (b) In the event a determination has been made in accordance with
the procedures set forth in Section 4 of this Article VI, in whole or in
part, that the Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration referred to in paragraph (a) of this Section 6
shall be de novo and the Indemnitee shall not be prejudiced by reason of
any such prior determination that the Indemnitee is not entitled to
indemnification, and the Corporation shall bear the burdens of proof
specified in Sections 3 and 4 of this Article VI in such proceeding.

          (c) If a determination is made or deemed to have been made
pursuant to the terms of Sections 4 or 6 of this Article VI that the
Indemnitee is entitled to indemnification, the Corporation shall be bound
by such determination in any judicial proceeding or arbitration in the
absence of (i) a misrepresentation of a material fact by the Indemnitee or
(ii) a final judicial determination that all or any part of such
indemnification is expressly prohibited by law.

          (d) To the extent deemed appropriate by the court, interest shall
be paid by the Corporation to the Indemnitee at a reasonable interest rate
for amounts which the Corporation indemnifies or is obliged to indemnify
the Indemnitee for the period commencing with the date on which the
Indemnitee requested indemnification (or reimbursement or advancement of
expenses) and ending with the date on which such payment is made to the
Indemnitee by the Corporation.

          Section 7. Rights Non-Exclusive. The indemnification and
advancement of expenses provided by, or granted pursuant to, the other
Sections of this Article VI shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses
may be entitled under any law, by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

          Section 8. Insurance. The Corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan,
against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as
such, whether or not the Corporation would have the power to indemnify such
person against such liability under the provisions of this Article VI.

          Section 9. Definition of Corporation. For purposes of this
Article VI, references to "the Corporation" shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority
to indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan, shall stand in
the same position under this Article VI with respect to the resulting or
surviving corporation as such person would have with respect to such
constituent corporation if its separate existence had continued.

          Section 10. Other Definitions. For purposes of this Article VI,
references to "fines" shall include any excise taxes assessed on a person
with respect to any employee benefit plan; and references to "serving at
the request of the Corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with
respect to an employee benefit plan, its participants or beneficiaries; and
a person who acted in good faith and in a manner such person reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article VI.

          Section 11. Survival of Rights. The indemnification and
advancement of expenses provided by, or granted pursuant to this Article VI
shall, unless otherwise provided when authorized or ratified, continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of
such a person. No amendment, alteration, rescission or replacement of these
By-Laws or any provision hereof shall be effective as to an Indemnitee with
respect to any action taken or omitted by such Indemnitee in Indemnitee's
position with the Corporation or any other entity which the Indemnitee is
or was serving at the request of the Corporation prior to such amendment,
alteration, rescission or replacement.

          Section 12. Indemnification of Employees and Agents of the
Corporation. The Corporation may, by action of the Board of Directors from
time to time, grant rights to indemnification and advancement of expenses
to employees and agents of the Corporation with the same scope and effect
as the provisions of this Article VI with respect to the indemnification of
directors and officers of the Corporation.

          Section 13. Savings Clause. If this Article VI or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each person
entitled to indemnification under the first paragraph of this Article VI as
to all losses actually and reasonably incurred or suffered by such person
and for which indemnification is available to such person pursuant to this
Article VI to the full extent permitted by any applicable portion of this
Article VI that shall not have been invalidated and to the full extent
permitted by applicable law.

                                ARTICLE VII

                             GENERAL PROVISIONS
                             ------------------

          Section 1. Dividends. Subject to the provisions of statute and
the Second Amended and Restated Certificate of Incorporation, dividends
upon the shares of capital stock of the Corporation may be declared by the
Board of Directors at any regular or special meeting. Dividends may be paid
in cash, in property or in shares of stock of the Corporation, unless
otherwise provided by statute or the Second Amended and Restated
Certificate of Incorporation.

          Section 2. Reserves. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends such
sum or sums as the Board of Directors may, from time to time, in its
absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation or for such other purpose as the Board of
Directors may think conducive to the interests of the Corporation. The
Board of Directors may modify or abolish any such reserve in the manner in
which it was created.

          Section 3. Seal. The seal of the Corporation shall be in such
form as shall be approved by the Board of Directors.

          Section 4. Fiscal Year. The fiscal year of the Corporation shall
be fixed, and once fixed, may thereafter be changed, by resolution of the
Board of Directors.

          Section 5. Checks, Notes, Drafts, Etc. All checks, notes, drafts
or other orders for the payment of money of the Corporation shall be
signed, endorsed or accepted in the name of the Corporation by such
officer, officers, person or persons as from time to time may be designated
by the Board of Directors or by an officer or officers authorized by the
Board of Directors to make such designation.

          Section 6. Execution of Contracts, Deeds, Etc. The Board of
Directors may authorize any officer or officers, agent or agents, in the
name and on behalf of the Corporation to enter into or execute and deliver
any and all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances.

          Section 7. Voting of Stock in Other Corporations. Unless
otherwise provided by resolution of the Board of Directors, the Chairman of
the Board, any Chief Executive Officer or any President, from time to time,
may (or may appoint one or more attorneys or agents to) cast the votes
which the Corporation may be entitled to cast as a shareholder or otherwise
in any other corporation, any of whose shares or securities may be held by
the Corporation, at meetings of the holders of the shares or other
securities of such other corporation. In the event one or more attorneys or
agents are appointed, the Chairman of the Board, any Chief Executive
Officer or any President may instruct the person or persons so appointed as
to the manner of casting such votes or giving such consent. The Chairman of
the Board, or any Chief Executive Officer or any President may, or may
instruct the attorneys or agents appointed to, execute or cause to be
executed in the name and on behalf of the Corporation and under its seal or
otherwise, such written proxies, consents, waivers or other instruments as
may be necessary or proper in the circumstances.

                                ARTICLE VIII

                                 AMENDMENTS
                                 ----------

          These By-Laws may be repealed, altered, amended or rescinded in
whole or in part, or new By-Laws may be adopted by either the affirmative
vote of the holders of at least a majority of the voting power of all of
the issued and outstanding shares of capital stock of the Corporation
entitled to vote thereon or by the Board of Directors.


                                                            EXHIBIT 4.2

                             AMENDMENT NO. 1 TO
                        SECOND AMENDED AND RESTATED
                         INVESTOR RIGHTS AGREEMENT

                             theglobe.com, inc.

                               August , 1998
<PAGE>
               AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
                         INVESTOR RIGHTS AGREEMENT

     This  AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED  INVESTOR  RIGHTS
AGREEMENT  (the  "Amendment")  is entered  into as of the __ day of August,
1998,  by  and  among  theglobe.com,  inc.,  a  Delaware  corporation  (the
"Company"),  and the  Investors,  as  defined  in the  Second  Amended  and
Restated  Investor Rights Agreement (the  "Agreement").  Capitalized  items
used herein and not  otherwise  defined  shall have the  meanings  ascribed
thereto in the Agreement.

                            W I T N E S S E T H:
                            -------------------

     WHEREAS,  the  Investors  hold  registration  and  information  rights
pursuant to the Agreement;

     WHEREAS,  pursuant to Section 2.10 of the Agreement,  the holders of a
majority  in  interest of the  Registrable  Securities  desire to amend the
provisions of Section 2 of the Agreement.

     NOW, THEREFORE,  for good and valuable  consideration,  the receipt of
which is hereby acknowledged, the parties hereto agree as follows:

     The first  paragraph of Section 2.2 of the Agreement is hereby deleted
in its entirety and is replaced with the following:

          2.2 PIGGYBACK  REGISTRATIONS.  Except in connection  with an
     Initial Offering, the Company shall notify all Holders in writing
     at  least   fifteen   (15)  days  prior  to  the  filing  of  any
     registration statement under the Securities Act for purposes of a
     public offering of securities  (other than  non-convertible  debt
     securities)  of the Company  (excluding  registration  statements
     relating to employee  benefit  plans or with respect to corporate
     reorganizations or shares sold in connection with an acquisition,
     including  other  transactions  under Rule 145 of the  Securities
     Act) and will afford each such Holder an  opportunity  to include
     in such  registration  statement all or part of such  Registrable
     Securities  held by such Holder.  Each Holder desiring to include
     in  any  such  registration  statement  all or  any  part  of the
     Registrable Securities held by it shall, within fifteen (15) days
     after the above-described  notice from the Company, so notify the
     Company in writing. Such notice shall state the maximum number of
     Registrable   Securities   intended   to  be   included  in  such
     registration  and  the  intended  method  of  disposition  of the
     Registrable Securities by such Holder. If a Holder decides not to
     request  inclusion of all of its  Registrable  Securities  in any
     registration  statement  thereafter  filed by the  Company,  such
     Holder shall  nevertheless  continue to have the right to include
     any Registrable  Securities in any subsequent  such  registration
     statement  or  registration  statements  as may be  filed  by the
     Company with respect to offerings of its securities, all upon the
     terms  and  conditions  set  forth  herein.  Notwithstanding  the
     foregoing,  nothing in this Section 2.2 shall be deemed to convey
     upon  any  Holder  the  right  to  include  in  any  registration
     statement  filed in  connection  with an Initial  Offering all or
     part of such Holder's Registrable Securities.

     Paragraph (a) of Section 2.2 of the Agreement is hereby deleted in its
entirety and is replaced with the following:

          (a) UNDERWRITING.  If the registration statement under which
     the  Company  gives  notice  under  this  Section  2.2  is for an
     underwritten  offering,  the Company shall so advise the Holders.
     In such  event,  the right of any such Holder to be included in a
     registration  pursuant to this  Section 2.2 shall be  conditioned
     upon such Holder's  participation  in such  underwriting  and the
     inclusion  of  such  Holder's   Registrable   Securities  in  the
     underwriting to the extent provided herein. Each Holder proposing
     to   distribute   its   Registrable   Securities   through   such
     underwriting  shall enter into a custody  agreement  and power of
     attorney   authorizing   the  Company  to  sell  the  Registrable
     Securities  to be offered by such  Holders  and to execute on the
     Holder's behalf an underwriting  agreement in customary form with
     the underwriter or underwriters selected for such underwriting by
     the  Company.  If any Holder is or will be unable to deliver  any
     document reasonably required by the underwriters to register such
     Registrable Securities, then the Company shall have no obligation
     to include  such  Registrable  Securities  in such  registration.
     Notwithstanding  any other  provision  of the  Agreement,  if the
     underwriter  determines  in good  faith  that  marketing  factors
     require a limitation of the number of shares to be  underwritten,
     the number of shares  that may be  included  in the  underwriting
     shall be allocated as follows:  first, to the Company for its own
     account;  second, to the holders under the Company's Registration
     Rights   Agreement,   dated  as  of   August   ____,   1998  (the
     "Registration Rights Agreement"), and Holders on a pro rata basis
     based on the total number of Registrable  Securities held by such
     persons; and third, to any stockholder of the Company (other than
     a Holder or a holder under the Registration  Rights Agreement) on
     a pro rata basis.  No such reduction  shall reduce the securities
     being  offered by the  Company for its own account to be included
     in the registration and underwriting.  In no event will shares of
     any other selling  stockholder  be included in such  registration
     which would  reduce the number of shares which may be included by
     Holders  without the written  consent of Holders of not less than
     two-thirds (66 2/3%) of the Registrable Securities proposed to be
     sold in the offering.

               [Remainder of page intentionally left blank.]

     IN WITNESS  WHEREOF,  the parties  hereto have executed this Amendment
No. 1 to Second Amended and Restated  Investor  Rights  Agreement as of the
date set forth above.



theglobe.com, inc.                              Dancing Bear Investments, Inc.


By:                                        By:
    -------------------------------             ------------------------------
    Todd V. Krizelman                           Name:
    Co-Chief Executive Officer and              Title:
    Co-President

                                                Robert Halperin
By:
    -------------------------------
    Stephan J. Paternot
    Co-Chief Executive Officer,
    Co-President and Secretary                  ------------------------------


                                                David Horowitz



                                                ------------------------------

                                                            EXHIBIT 4.3

                                  FORM OF


                       REGISTRATION RIGHTS AGREEMENT


                             theglobe.com, inc.


                               AUGUST__, 1998

<PAGE>





                             TABLE OF CONTENTS

                                                                     PAGE

1.   DEFINITIONS........................................................1
2.   Registration.......................................................3
     2.1    Piggyback Registrations.....................................3
     2.2    Demand Registration.........................................4
     2.3    Expenses of Registration....................................6
     2.4    Obligations of the Company..................................6
     2.5    Expiration of Registration Rights..........................10
     2.6    Delay of Registration; Furnishing Information..............10
     2.7    Indemnification............................................10
     2.8    Assignment of Registration Rights..........................12
     2.9    Amendment of Registration Rights...........................13
     2.10   "Market Stand-Off" Agreement...............................13
     2.11   Rule 144 Reporting.........................................13

3.   INFORMATION RIGHTS................................................14

     3.1    Quarterly Reports..........................................14
     3.2    Confidentiality............................................14

4.   GENERAL...........................................................15

     4.1    Governing Law..............................................15
     4.2    Survival...................................................15
     4.3    Successors and Assigns.....................................15
     4.4    Severability...............................................15
     4.5    Amendment and Waiver.......................................15
     4.6    Delays or Omissions........................................16
     4.7    Notices....................................................16
     4.8    Attorneys' Fees............................................16
     4.9    Headings...................................................16
     4.10   Entire Agreement...........................................16
     4.11   Counterparts...............................................16

<PAGE>

                   FORM OF REGISTRATION RIGHTS AGREEMENT


                      REGISTRATION RIGHTS AGREEMENT


     REGISTRATION RIGHTS AGREEMENT, dated as of August___, 1998 (this
"Agreement"), by and among theglobe.com, inc., a Delaware corporation (the
"Company"), Dancing Bear Investments, Inc. ("Egan"), Todd V. Krizelman
("Krizelman"), Stephan J. Paternot ("Paternot") and the persons listed on
Exhibit A hereto (the "Series A Investors").

                            W I T N E S S E T H:
                            - - - - - - - - - - 

     WHEREAS, Egan purchased from the Company fifty-one (51) shares of the
Company's Series D Preferred Stock and a warrant to purchase ten (10)
shares of the Company's Series E Preferred Stock (the "Warrant"), pursuant
to a Stock Purchase Agreement dated August 13, 1997 (the "Stock Purchase
Agreement");

     WHEREAS, simultaneously therewith, Egan, the Company, the holders of
Series B Preferred Stock ("Series B Holders") and the holders of Series C
Preferred Stock ("Series C Holders," and together with the Series B
Holders, the "Series B and C Holders") entered into a Second Amended and
Restated Investor Rights Agreement, dated August 13, 1997 (the "Investor
Rights Agreement"), which provides certain registration rights to Egan and
the Series B and C Holders, such registration rights terminating three
years after the date of the Initial Offering pursuant to Section 2.6 of
such agreement (the "Termination");

     WHEREAS, Krizelman and Paternot each own Common Stock of the Company,
par value $0.001 per share ("Common Stock"), and do not possess
registration rights;

     WHEREAS, the Series A Investors own Series A Preferred Stock, par
value $0.001 per share, of the Company ("Series A Preferred Stock") and do
not possess registration rights;

     WHEREAS, the parties hereto desire to provide certain registration
rights, to be effective upon an Initial Offering (as defined herein), with
respect to the Common Stock (i) held by Krizelman and Paternot, (ii) issued
upon the conversion of Series A Preferred Stock held by each holder
thereof, and (iii) issued upon conversion of the Series D Preferred Stock,
Series E Preferred Stock or upon exercise of the Warrant held by Egan,
following Termination of existing registration rights held by Egan.

     NOW,  THEREFORE,  in consideration of the market stand-off  provisions
contained  herein  restricting the sale of securites of the Company held by
the parties hereto,  amendment of the Warrant to be exercisable for a fixed
number of shares of Common  Stock  following an Initial  Offering,  and the
mutual promises, representations,  warranties, covenants and conditions set
forth in this Agreement, the parties hereto agree as follows:

1.   DEFINITIONS.

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

     "COMMON STOCK" has the meaning given to it in the recitals hereto.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     "HOLDER" means Krizelman,  Paternot, and Egan and, pursuant to Section
2.8, their successors and assigns owning of record  Registrable  Securities
that have not been sold to the public.

     "INITIAL   OFFERING"   means  the  Company's   first  firm  commitment
underwritten  public  offering  of its Common  Stock  registered  under the
Securities  Act raising gross proceeds for the Company in excess of Fifteen
Million Dollars ($15,000,000).

     "INVESTOR RIGHTS AGREEMENT" has the meaning given to it in the
recitals hereto.

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

     "REGISTRABLE  SECURITIES"  means (i) Common  Stock;  (ii) Common Stock
issued or issuable upon conversion of the Series A Preferred  Stock;  (iii)
any  Common  Stock  issued  upon the  conversion  of any shares of Series D
Preferred Stock;  (iv) any Common Stock issued upon exercise of the Warrant
(or upon the  conversion of Series E Preferred  Stock which was issued upon
exercise of the Warrant); and (v) any Common Stock of the Company issued as
(or issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other  distribution with respect
to,  or  in  exchange  for  or  in  replacement  of,  such  above-described
securities. Notwithstanding the foregoing, Registrable Securities shall not
include any securities that have been sold by a person to the public either
pursuant to a  registration  statement or Rule 144 or any successor rule or
sold in a  private  transaction  in which  the  transferor's  rights  under
Section 2 of this Agreement are not assigned.

     "REGISTRABLE  SECURITIES  THEN  OUTSTANDING"  shall be the  number  of
shares  determined  by  calculating  the  total  number  of  shares  of the
Company's  Common Stock that are Registrable  Securities and either (i) are
then  issued  and  outstanding  or  (ii)  are  issuable  pursuant  to  then
exercisable or convertible securities.

     "REGISTRATION  EXPENSES" means all expenses incurred by the Company in
complying with Sections 2.1 and 2.2,  including,  without  limitation,  all
registration and filing fees, printing expenses,  fees and disbursements of
counsel for the  Company,  reasonable  fees and  disbursements  of a single
special counsel for the Holders, blue sky fees and expenses and the expense
of any special audits incident to or required by any such registration (but
excluding the compensation of regular  employees of the Company which shall
be paid in any event by the Company).

     "SECURITIES ACT" means the Securities Act of 1933, as amended.

     "SELLING  EXPENSES"  means  all  underwriting  discounts  and  selling
commissions applicable to the sale.

     "SERIES  A  INVESTORS"  has the  meaning  given to it in the  recitals
hereto.

     "SERIES A PREFERRED STOCK" has the meaning given to it in the recitals
hereto.

     "SERIES B HOLDERS" has the meaning given to it in the recitals hereto.

     "SERIES B PREFERRED  STOCK" means shares of Series B Preferred  Stock,
par value $0.001 per share, of the Company.

     "SERIES B AND C HOLDERS"  has the meaning  given to it in the recitals
hereto.

     "SERIES C HOLDERS" has the meaning given to it in the recitals hereto.

     "SERIES D  PREFERRED  STOCK"  means the  shares of Series D  Preferred
Stock, par value $0.001 per share, of the Company.

     "SERIES E PREFERRED STOCK" has the meaning given to it in the recitals
hereto.

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

     "STOCK PURCHASE AGREEMENT" has the meaning given to it in the recitals
hereto.

     "WARRANT" has the meaning given to it in the recitals hereto.

2.   REGISTRATION.

     2.1  PIGGYBACK  REGISTRATIONS.  Except in  connection  with an Initial
Offering,  the Company shall notify all Holders in writing at least fifteen
(15) days  prior to the  filing  of any  registration  statement  under the
Securities Act for purposes of a public offering of securities  (other than
non-convertible debt securities) of the Company (including, but not limited
to,  registration  statements relating to secondary offerings of securities
of the Company, but excluding registration  statements relating to employee
benefit plans or with respect to corporate  reorganizations  or shares sold
in connection with an acquisition,  including other transactions under Rule
145 of the Securities  Act) and will afford each such Holder an opportunity
to include in such  registration  statement all or part of such Registrable
Securities held by such Holder. Each Holder desiring to include in any such
registration  statement all or any part of the Registrable  Securities held
by it shall, within fifteen (15) days after the above-described notice from
the Company, so notify the Company in writing.  Such notice shall state the
maximum  number of Registrable  Securities  intended to be included in such
registration  and the intended  method of  disposition  of the  Registrable
Securities by such Holder.  If a Holder decides not to request inclusion of
all of its Registrable  Securities in any registration statement thereafter
filed by the Company,  such Holder shall nevertheless  continue to have the
right  to  include  any  Registrable  Securities  in  any  subsequent  such
registration  statement or  registration  statements as may be filed by the
Company with respect to offerings of its securities, all upon the terms and
conditions set forth herein. Notwithstanding the foregoing, nothing in this
Section  2.1 shall be deemed to convey upon any Holder the right to include
in any registration  statement filed in connection with an Initial Offering
all or part of such Holder's Registrable Securities.

          (a) UNDERWRITING.  If the registration  statement under which the
Company  gives  notice  under  this  Section  2.1 is  for  an  underwritten
offering, the Company shall so advise the Holders. In such event, the right
of any such  Holder  to be  included  in a  registration  pursuant  to this
Section 2.1 shall be conditioned  upon such Holder's  participation in such
underwriting and the inclusion of such Holder's  Registrable  Securities in
the  underwriting  to the extent provided  herein;  provided that each such
Holder  shall agree to  reasonable  limitations  on the ability to withdraw
from such underwriting. Each Holder proposing to distribute its Registrable
Securities  through such underwriting  shall enter into a custody agreement
and power of attorney,  authorizing the Company to (i) sell the Registrable
Securities  to be offered by such  Holders and (ii) execute on the Holder's
behalf an underwriting  agreement in customary form with the underwriter or
underwriters  selected for such underwriting by the Company.  If any Holder
is or will be unable to deliver  any  document  reasonably  required by the
underwriters  in connection with the sale of such  Registrable  Securities,
including,   but  not  limited  to  legal   opinions   and  other   closing
certificates,  then the Company  shall have no  obligation  to include such
Registrable  Securities  in such  registration.  Notwithstanding  any other
provision of the  Agreement,  if the  underwriter  determines in good faith
that marketing  factors  require a limitation of the number of shares to be
underwritten, the number of shares that may be included in the underwriting
shall be allocated as follows:  first,  to the Company for its own account;
second,  to the holders under the Investor Rights Agreement and the Holders
on a pro rata basis  based on the total  number of  Registrable  Securities
held by such persons;  and third,  to any stockholder of the Company (other
than a Holder or a holder under the  Investor  Rights  Agreement)  on a pro
rata basis. No such reduction shall reduce the securities  being offered by
the Company for its own  account to be  included  in the  registration  and
underwriting.  In no event will shares of any other selling  stockholder be
included in such registration which would reduce the number of shares which
may  be  included  by  Holders,  and  holders  under  the  Investor  Rights
Agreement,  without the written  consent of Holders,  and holders under the
Investor  Rights  Agreement  of not less than  two-thirds  (66 2/3%) of the
Registrable Securities proposed to be sold in the offering.

          (b) RIGHT TO TERMINATE  REGISTRATION.  The Company shall have the
right to terminate or withdraw any registration  initiated by it under this
Section 2.1 prior to the effectiveness of such registration, whether or not
any Holder has elected to include securities in such registration, in which
event the  Company  shall give  written  notice to all Holders of record of
Registrable  Securities.   The  Registration  Expenses  of  such  withdrawn
registration  shall be borne by the Company in accordance  with Section 2.3
hereof.

          (c) LIMIT ON  NUMBER.  The  Company  shall  not have any  further
obligations under this Section 2.1 if the Company has already effected five
(5)  registrations  for any Holders pursuant to this Section 2.1. No rights
conveyed  to a Holder  in this  Agreement  shall be in  duplication  of any
rights conveyed to a holder pursuant to the Investor Rights Agreement,  and
no such Holder shall be entitled to Demand or Piggyback Registration Rights
under both such agreements.

     2.2 DEMAND  REGISTRATION.  Subject to Section 2.2 (c), at any time and
from time to time after the closing of an Initial Offering,  the Holders of
(x) twenty-five  percent (25%) of all of the Registrable  Securities or (y)
fifty  percent  (50%)  of the  sum  of  the  total  number  of  Registrable
Securities  originally  issued as Common  Stock and the number of shares of
Common  Stock  issuable in respect of the Series A Preferred  Stock,  shall
have the right to  require  the  Company to file a  registration  statement
under  the  Securities  Act  covering  all  or  part  of  their  respective
Registrable  Securities,  by delivering a written  request  therefor to the
Company  specifying the number of Registrable  Securities to be included in
such  registration  by such Holders and the intended method of distribution
thereof.  All requests  pursuant to this Section 2.2 are referred to herein
as "Demand  Registration  Requests,"  and the  registrations  requested are
referred to herein as "Demand  Registrations."  As promptly as practicable,
but no later  than ten (10) days  after  receipt  of a Demand  Registration
Request, the Company will:

          (a) promptly  give written  notice of the proposed  registration,
and any related qualification or compliance, to all other Holders; and

          (b) as soon as practicable, effect such registration and all such
qualifications  and  compliances as may be so requested and as would permit
or  facilitate  the sale and  distribution  of all or such  portion of such
Holder's  or  Holders'  Registrable  Securities  as are  specified  in such
request, together with all or such portion of the Registrable Securities of
any other Holder or Holders  joining in such request as are  specified in a
written  request  given  within  fifteen  (15) days  after  receipt of such
written notice from the Company; provided,  however, that the Company shall
not  be  obligated  to  effect  any  such  registration,  qualification  or
compliance pursuant to this Section 2.2:

               (i) if the Holders,  together  with the holders of any other
securities  of the Company  entitled  to  inclusion  in such  registration,
propose to sell  Registrable  Securities and such other securities (if any)
at an aggregate price to the public of less than $5,000,000; or

               (ii)  if  the  Company   shall  furnish  to  the  Holders  a
certificate signed by the Chairman of the Board of Directors of the Company
stating  that in the good faith  judgment of the Board of  Directors of the
Company,  it  would  be  seriously  detrimental  to  the  Company  and  its
stockholders  for such  Registration  to be effected at such time, in which
event  the  Company  shall  have  the  right  to defer  the  filing  of the
registration  statement  for a period of not more than one  hundred  twenty
(120) days after receipt of the request of the Holder or Holders under this
Section 2.2; provided that such right to delay a request shall be exercised
by the Company no more than once in any one-year period, or

               (iii) if the Company has  already  effected  four (4) Demand
Registrations for the Holders pursuant to this Section 2.2;

               (iv) in any  particular  jurisdiction  in which the  Company
would be required to qualify to do business or to execute a general consent
to service of process in  effecting  such  registration,  qualification  or
compliance; or

               (v) if the  registration  statement with respect to a Demand
Registration  would be declared effective within a period of 180 days after
the effective date of the registration  statement pertaining to the Initial
Offering or within a period of ninety days (90) after the effective date of
the registration statement pertaining to subsequent public offerings (other
than registration statements relating to employee benefit plans or Rule 145
transactions).

          (c) If the selling  Holders intend to distribute the  Registrable
Securities covered by their request by means of an underwriting, they shall
so advise the  Company as a part of their  request  made  pursuant  to this
Section 2.2 and the Company shall include such  information  in the written
notice  referred  to in Section  2.2(a).  In such  event,  the right of any
Holder to include its Registrable  Securities in such registration shall be
conditioned upon such Holder's  participation in such  underwriting and the
inclusion  of such  Holder's  Registrable  Securities  in the  underwriting
(unless otherwise  mutually agreed by a majority in interest of the selling
Holders  and such  Holder)  to the  extent  provided  herein.  All  Holders
proposing to distribute their securities  through such  underwriting  shall
enter into an underwriting agreement in customary form with the underwriter
or underwriters selected for such underwriting by a majority in interest of
the selling Holders (which  underwriter or underwriters shall be reasonably
acceptable to the  Company).  If any Holder is or will be unable to deliver
any document reasonably required by the underwriters in connection with the
sale of such Registrable  Securities,  including legal opinions and closing
certificates,  then the Company  shall have no  obligation  to include such
Registrable  Securities  in such  registration.  Notwithstanding  any other
provision of this Section 2.2, if the underwriter  advises the Company that
marketing  factors  require a limitation  of the number of securities to be
underwritten  then the Company  shall so advise all Holders of  Registrable
Securities which would otherwise be underwritten  pursuant hereto,  and the
number  of  shares  that  may be  included  in the  underwriting  shall  be
allocated to the Holders of such Registrable Securities (and to any holders
of registrable  securities making a concurrent Demand Registration  Request
pursuant to Section 2.2 of the  Investor  Rights  Agreement)  on a pro rata
basis  based  on  the  number  of  Registrable  Securities  proposed  to be
registered by all such selling Holders. Any Registrable Securities excluded
or  withdrawn   from  such   underwriting   shall  be  withdrawn  from  the
registration.

     2.3 EXPENSES OF REGISTRATION.  Except as specifically provided herein,
all  Registration  Expenses  incurred in connection  with any  registration
under Section 2.1 or Section 2.2 shall be borne by the Company. All Selling
Expenses incurred in connection with any  registrations  hereunder shall be
borne by the holders of the  securities so registered pro rata on the basis
of the number of shares so registered.  The Company shall not, however,  be
required to pay for expenses of any registration  proceeding begun pursuant
to Section 2.2, the request of which has been subsequently withdrawn by the
requesting Holders unless (i) the withdrawal is based upon material adverse
information  concerning the Company of which such Holders were not aware at
the time of such request,  or (ii) the Holders of a majority of Registrable
Securities  agree to  forfeit  their  right to one  requested  registration
pursuant to Section  2.2, in which event such right shall be  forfeited  by
all Holders. If the Holders are required to pay the Registration  Expenses,
such  expenses  shall be  borne by the  holders  of  securities  (including
Registrable  Securities)  requesting such registration in proportion to the
number of shares for which  registration  was requested.  If the Company is
required to pay the Registration  Expenses of a withdrawn offering pursuant
to clause  (i) above,  then the  Holders  shall not  forfeit  their  rights
pursuant to Section 2.2 to a registration.

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

          (a) Prepare and file with the SEC a  registration  statement with
respect to such  Registrable  Securities and use all reasonable  efforts to
cause such registration statement to become effective and, upon the request
of the  Holders  of a majority  of the  Registrable  Securities  registered
thereunder,  keep  such  registration  statement  effective  for  up to one
hundred eighty (180) days or, if earlier,  until the Holder or Holders have
completed the distribution related thereto.

          (b) Prepare and file with the SEC such amendments and supplements
to such  registration  statement and the prospectus used in connection with
such  registration  statement  as may  be  necessary  to  comply  with  the
provisions of the  Securities  Act with respect to the  disposition  of all
securities covered by such registration statement.

          (c) Furnish  (without  charge) to the selling Holders such number
of copies of the  registration  statement,  each  amendment and  supplement
thereto (in each case including all exhibits) and the  prospectus  included
in such registration statement,  including each preliminary prospectus,  in
conformity  with the  requirements  of the  Securities  Act, and such other
documents  as they  may  reasonably  request  in order  to  facilitate  the
disposition of Registrable Securities owned by them.

          (d) Use all  reasonable  efforts  to  register  and  qualify  the
securities  covered  by  such  registration   statement  under  such  other
securities  or Blue Sky laws of such  jurisdictions  as shall be reasonably
requested by the Holders,  provided  that the Company shall not be required
in connection therewith or as a condition thereto to qualify to do business
or to file a general  consent to  service of process in any such  states or
jurisdictions.

          (e) In the event of any underwritten public offering,  enter into
and perform its obligations under an underwriting  agreement,  in usual and
customary form of the managing underwriter(s) of such offering. Each Holder
participating  in such  underwriting  shall also enter into and perform its
obligations under such an agreement.

          (f) Promptly notify each Holder selling  Registrable  Securities,
and every other holder of securities,  if any, covered by such registration
statement and each managing underwriter,  if any: (i) when the registration
statement,  any pre-effective  amendment,  the prospectus or any prospectus
supplement related thereto or post-effective  amendment to the registration
statement has been filed and, with respect to the registration statement or
any post-effective  amendment,  when the same has become effective; (ii) of
any request by the Commission or state securities  authority for amendments
or supplements  to the  registration  statement or the  prospectus  related
thereto  or  for  additional  information;  (iii)  of the  issuance  by the
Commission  of  any  stop  order   suspending  the   effectiveness  of  the
registration  statement  or the  initiation  of  any  proceedings  for  the
purpose;  (iv) of the  receipt  by the  Company  of any  notification  with
respect  to  the  suspension  of  the   qualification  of  any  Registrable
Securities  for  sale  under  the  securities  or  blue  sky  laws  of  any
jurisdiction or the initiation of any proceeding for such purpose;  and (v)
of the  existence  of any fact of which the  Company  becomes  aware  which
results in the registration  statement,  the prospectus  related thereto or
any  document  incorporated  therein  by  reference  containing  an  untrue
statement of a material  fact or omitting to state a material fact required
to be  stated  therein  or  necessary  to make any  statement  therein  not
misleading.

          (g)  Furnish,  at  the  request  of a  majority  of  the  Holders
participating  in the  registration,  on the  date  that  such  Registrable
Securities are delivered to the  underwriters  for sale, if such securities
are being sold through  underwriters  or, if such  securities are not being
sold through underwriters, on the date that the registration statement with
respect to such securities becomes effective:  (i) an opinion,  dated as of
such date, of the counsel representing the Company for the purposes of such
registration, in form and substance as is customarily given to the managing
underwriter  in  an   underwritten   public   offering   addressed  to  the
underwriters,  if  any,  and  to the  Holders  requesting  registration  of
Registrable  Securities,  and (ii) a "cold comfort" letter dated as of such
date, from the independent  certified public accountants of the Company, in
form and substance as is customarily given by independent  certified public
accountants to underwriters in an underwritten public offering addressed to
the  underwriters,  if  any,  and if  permitted  by  applicable  accounting
standards,   to  the  Holders   requesting   registration   of  Registrable
Securities.

          (h)  Comply  with all  applicable  rules and  regulations  of the
Commission,  and make generally  available to its security holders, as soon
as  reasonably  practicable  after the effective  date of the  registration
statement  (and in any  event  within 16 months  thereafter),  an  earnings
statement  (which  need not be  audited)  covering  the  period of at least
twelve  consecutive  months  beginning  with the first day of the Company's
first  calendar  quarter  after  the  effective  date  of the  registration
statement, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder.

          (i) (i) Cause all such  Registrable  Securities  covered  by such
registration statement to be listed on the principal securities exchange on
which similar securities issued by the Company are then listed (if any), if
the listing of such  Registrable  Securities  is then  permitted  under the
rules  of such  exchange,  or (ii) if no  similar  securities  are  then so
listed,  cause all such  Registrable  Securities to be listed on a national
securities exchange,  secure designation of all such Registrable Securities
as a National  Association of Securities Dealers,  Inc. Automated Quotation
System  ("NASDAQ")  "national market system security" within the meaning of
Rule 11Aa2-1 of the Commission, secure NASDAQ authorization for such shares
and,  without  limiting the generality of the  foregoing,  take all actions
that may be  reasonably  required  by the  Company  as the  issuer  of such
Registrable  Securities in order to facilitate  the managing  underwriter's
arranging for the  registration  of at least two market makers as such with
respect to such shares with the National Association of Securities Dealers,
Inc.

          (j)  Provide  and cause to be  maintained  a  transfer  agent and
registrar for all such Registrable  Securities covered by such registration
statement not later than the effective date of such registration statement.

          (k) Use its best  efforts to obtain the  withdrawal  of any order
suspending the effectiveness of the registration statement.

          (l) Provide a CUSIP number for all  Registrable  Securities,  not
later than the effective date of the registration statement.

          (m) Make  reasonably  available  its  employees and personnel and
otherwise provide  reasonable  assistance to the underwriters  (taking into
account the needs of the Company's  businesses and the  requirements of the
marketing  process)  in the  marketing  of  Registrable  Securities  in any
underwritten offering.

          (n) Promptly  prior to the filing of any document  which is to be
incorporated by reference into the registration statement or the prospectus
(after the initial filing of such registration statement) provide copies of
such document to counsel to the selling  Holders of Registrable  Securities
and  to  the  managing   underwriter,   if  any,  and  make  the  Company's
representatives  reasonably  available for  discussion of such document and
make such changes in such document  concerning the selling Holders prior to
the filing thereof as counsel for such selling Holders or underwriters  may
reasonably request.

          (o) Cooperate with the selling Holders of Registrable  Securities
and the managing underwriter,  if any, to facilitate the timely preparation
and  delivery  of  certificates   not  bearing  any   restrictive   legends
representing  the  Registrable  Securities  to  be  sold,  and  cause  such
Registrable Securities to be issued in such denominations and registered in
such names in accordance with the underwriting  agreement prior to any sale
of Registrable  Securities to the  underwriters  or, if not an underwritten
offering,  in accordance  with the  instructions  of the selling Holders of
Registrable  Securities  at least three  business days prior to any sale of
Registrable Securities.

          (p) Take all such other  commercially  reasonable  actions as are
necessary or advisable in order to expedite or facilitate  the  disposition
of such Registrable Securities.

     The  Company may require as a  condition  precedent  to the  Company's
obligations  under  this  Section  2.5  that  each  seller  of  Registrable
Securities  as to which any  registration  is being  effected  furnish  the
Company such information regarding such seller and the distribution of such
securities as the Company may from time to time reasonably request provided
that  such  information   shall  be  used  only  in  connection  with  such
registration.

     Each Holder of Registrable Securities  acknowledges that in connection
with  any   underwritten   offering,   the   underwriters  may  require  an
over-allotment  option  covering  up to 15% of the shares of capital  stock
sold in the underwriter offering. The Company may at its option (a) provide
the shares subject to the  over-allotment  option (provided that all of the
Registrable  Securities to be included in the underwriter offering are sold
in the initial  underwritten  offering) or (b) determine  that up to 15% of
each  Holder's  Registrable  Securities  to be  sold  in  the  underwritten
offering  shall not be  included in the initial  underwriter  offering  but
shall be reserved to satisfy the  over-allotment  option and the Holders of
Registrable   Securities  hereby  agree  to  take  all  actions  reasonably
necessary to comply with the Company's determination.

     Each Holder of Registrable  Securities agrees that upon receipt of any
notice from the Company of the happening of any event of the kind described
in  Section   2.4(f)(v),   such  Holder  will   discontinue  such  Holder's
disposition  of  Registrable   Securities   pursuant  to  the  registration
statement covering such Registrable  Securities until such Holder's receipt
of the copies of the  supplemented  or amended  prospectus  contemplated by
Section  2.4(f)(v) and, if so directed by the Company,  will deliver to the
Company (at the Company's  expense) all copies,  other than  permanent file
copies,  then in such Holder's  possession of the prospectus  covering such
Registrable  Securities  that was in effect at the time of  receipt of such
notice. In the event the Company shall give any such notice, the applicable
period  mentioned in Section 2.4(a) shall be extended by the number of days
during such period from and including the date of the giving of such notice
to and  including the date when each seller of any  Registrable  Securities
covered by such  registration  statement  shall have received the copies of
the supplemented or amended prospectus contemplated by Section 2.4(f).

     If any such registration statement or comparable statement under "blue
sky" laws  refers to any Holder by name or  otherwise  as the Holder of any
securities of the Company, then such Holder shall have the right to require
(i) the insertion therein of language,  in form and substance  satisfactory
to such  Holder and the  Company,  to the effect  that the  holding by such
Holder of such  securities  is not to be construed as a  recommendation  by
such Holder of the investment  quality of the Company's  securities covered
thereby and that such  holding  does not imply that such Holder will assist
in meeting any future financial requirements of the Company, or (ii) in the
event that such reference to such Holder by name or otherwise is not in the
judgment of the Company, as advised by counsel,  required by the Securities
Act or any similar  federal  statute or any state "blue sky" or  securities
law then in force, the deletion of the reference to such Holder.

     2.5 EXPIRATION OF REGISTRATION RIGHTS. A Holder's  registration rights
shall expire if (i) the Company has completed  its Initial  Offering and is
subject to the  provisions  of the Exchange  Act, and (ii) all  Registrable
Securities  held by and  issued to such  Holder  may be sold under Rule 144
during any ninety (90) day period.

     2.6 DELAY OF REGISTRATION; FURNISHING INFORMATION.

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

          (b) It shall be a condition  precedent to the  obligations of the
Company to take any action  pursuant to Section 2.1 or 2.2 that the selling
Holders shall furnish to the Company such information regarding themselves,
the  Registrable  Securities  held  by  them  and the  intended  method  of
disposition  of  such  securities  as  shall  be  required  to  effect  the
registration of their Registrable Securities.

     2.7  INDEMNIFICATION.  In the event  any  Registrable  Securities  are
included in a registration statement under Sections 2.1 or 2.2:

          (a) To the extent  permitted by law,  the Company will  indemnify
and hold harmless each Holder, the partners,  officers, directors and legal
counsel of each Holder,  any underwriter (as defined in the Securities Act)
for such  Holder and each  person,  if any,  who  controls  such  Holder or
underwriter  within the meaning of the  Securities Act or the Exchange Act,
against any losses,  claims,  damages or liabilities  (joint or several) to
which they may become subject under the Securities Act, the Exchange Act or
other  federal or state law,  insofar as such  losses,  claims,  damages or
liabilities (or actions in respect  thereof) arise out of or are based upon
any of the following  statements,  omissions or violations  (collectively a
"Violation")  by the Company:  (i) any untrue  statement or alleged  untrue
statement  of a material  fact  contained in such  registration  statement,
including any preliminary  prospectus or final prospectus contained therein
or any  amendments  or  supplements  thereto,  (ii) the omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary  to make the  statements  therein  not  misleading,  or (iii) any
violation or alleged  violation by the Company of the  Securities  Act, the
Exchange  Act,  any  state   securities  law  or  any  rule  or  regulation
promulgated  under  the  Securities  Act,  the  Exchange  Act or any  state
securities law in connection with the offering covered by such registration
statement;  and the  Company  will  reimburse  each such  Holder,  partner,
officer or director,  underwriter  or  controlling  person for any legal or
other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage,  liability or action;  provided,
however,  that the  indemnity  agreement  contained in this Section  2.7(a)
shall not apply to amounts  paid in  settlement  of any such  loss,  claim,
damage,  liability  or action if such  settlement  is effected  without the
consent of the Company, which consent shall not be unreasonably withheld or
delayed,  nor  shall  the  Company  be liable in any such case for any such
loss, claim,  damage,  liability or action to the extent that it arises out
of or is based  upon a  Violation  which  occurs  in  reliance  upon and in
conformity  with  written  information   furnished  expressly  for  use  in
connection  with  such  registration  by  such  Holder,  partner,  officer,
director, underwriter or controlling person of such Holder.

          (b)  To the  extent  permitted  by  law,  each  Holder  will,  if
Registrable  Securities  held by such Holder are included in the securities
as to  which  such  registration  qualifications  or  compliance  is  being
effected,  indemnify and hold harmless the Company,  each of its directors,
its officers,  and legal counsel and each person,  if any, who controls the
Company within the meaning of the Securities  Act, any  underwriter and any
other Holder selling securities under such registration statement or any of
such other  Holder's  partners,  directors  or  officers  or any person who
controls such Holder,  against any losses,  claims,  damages or liabilities
(joint or  several)  to which the  Company or any such  director,  officer,
controlling person, underwriter or other such Holder, or partner, director,
officer or controlling person of such other Holder may become subject under
the Securities Act, the Exchange Act or other federal or state law, insofar
as such  losses,  claims,  damages or  liabilities  (or  actions in respect
thereto) arise out of or are based upon any Violation,  in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written  information  furnished by such Holder under
an instrument  duly  executed by such Holder and stated to be  specifically
for use in  connection  with such  registration;  and each such Holder will
reimburse any legal or other expenses reasonably incurred by the Company or
any  such  director,  officer,  controlling  person,  underwriter  or other
Holder, or partner,  officer,  director or controlling person of such other
Holder in connection with  investigating or defending any such loss, claim,
damage,  liability or action if it is judicially  determined that there was
such a Violation; provided, however, that the indemnity agreement contained
in this Section 2.7(b) shall not apply to amounts paid in settlement of any
such  loss,  claim,  damage,  liability  or  action if such  settlement  is
effected  without  the consent of the Holder,  which  consent  shall not be
unreasonably withheld or delayed;  provided further, that in no event shall
any indemnity  under this Section 2.7 exceed the proceeds from the offering
received by such Holder.

          (c) Promptly  after  receipt by an  indemnified  party under this
Section  2.7 of notice of the  commencement  of any action  (including  any
governmental  action),  such indemnified  party will, if a claim in respect
thereof is to be made  against any  indemnifying  party under this  Section
2.7, deliver to the indemnifying party a written notice of the commencement
thereof and the  indemnifying  party shall have the right to participate in
and,  to the extent the  indemnifying  party so desires,  jointly  with any
other indemnifying  party similarly noticed,  to assume the defense thereof
with counsel mutually satisfactory to the parties; provided,  however, that
an indemnified  party shall have the right to retain its own counsel,  with
the  fees  and  expenses  to  be  paid  by  the   indemnifying   party,  if
representation  of such  indemnified  party by the counsel  retained by the
indemnifying  party  would be  inappropriate  due to  actual  or  potential
differing interests or conflicting  defenses between such indemnified party
and any other party  represented  by such counsel in such  proceeding.  The
failure  to  deliver  written  notice to the  indemnifying  party  within a
reasonable  time of the  commencement  of any such  action,  if  materially
prejudicial  to its  ability to defend  such  action,  shall  relieve  such
indemnifying  party of any  liability to the  indemnified  party under this
Section 2.7, but the omission to deliver written notice to the indemnifying
party  will  not  relieve  it of any  liability  that  it may  have  to any
indemnified party otherwise than under this Section 2.7.

          (d) If the  indemnification  provided  for in this Section 2.7 is
held  by a  court  of  competent  jurisdiction  to  be  unavailable  to  an
indemnified  party  with  respect  to  any  losses,   claims,   damages  or
liabilities  referred  to  herein,  the  indemnifying  party,  in  lieu  of
indemnifying  such  indemnified  party  thereunder,  shall  to  the  extent
permitted by  applicable  law  contribute  to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability
in such  proportion as is  appropriate to reflect the relative fault of the
indemnifying  party  on the one hand  and of the  indemnified  party on the
other in  connection  with the  Violation(s)  that  resulted  in such loss,
claim,  damage  or  liability,  as well  as any  other  relevant  equitable
considerations.  The relative  fault of the  indemnifying  party and of the
indemnified  party shall be  determined  by a court of law by reference to,
among other  things,  whether the untrue or alleged  untrue  statement of a
material  fact  or the  omission  to  state  a  material  fact  relates  to
information  supplied by the indemnifying party or by the indemnified party
and the parties'  relative  intent,  knowledge,  access to information  and
opportunity  to correct or prevent such  statement  or  omission;  provided
that, in no event shall any  contribution by a Holder  hereunder exceed the
proceeds from the offering received by such Holder.

          (e) The obligations of the Company and Holders under this Section
2.7 shall survive completion of any offering of Registrable Securities in a
registration  statement.  No indemnifying party, in the defense of any such
claim or  litigation,  shall,  except with the consent of each  indemnified
party,  consent to entry of any judgment or enter into any settlement which
does not  include  as an  unconditional  term  thereof  the  giving  by the
claimant  or  plaintiff  to such  indemnified  party of a release  from all
liability in respect to such claim or litigation. In the event any offering
of Registrable  Securities is underwritten,  and the underwriting agreement
provides for  indemnification  and/or  contribution  by the Company and the
Holders  offering  securities   thereunder,   the  indemnification   and/or
contribution  obligations of the Company and the Holders hereunder shall in
no  event  exceed  the  obligations  of  the  parties  set  forth  in  such
underwriting agreement.

     2.8 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the Company
to  register  Registrable  Securities  pursuant  to this  Section  2 may be
assigned by a Holder to a transferee or assignee of Registrable  Securities
which  (i) is a  Holder's  family  member or trust  for the  benefit  of an
individual  Holder,  or (ii) acquires at least ten thousand (10,000) shares
of  Registrable  Securities  prior to  conversion  to  Common  Stock or one
hundred  thousand  (100,000) shares of Registrable  Securities  issued upon
conversion  of the Shares (as adjusted for stock splits,  combinations  and
the like that occur after the original issuance of such shares);  provided,
however,  (A) the  transferor  shall,  within  ten  (10)  days  after  such
transfer,  furnish to the Company written notice of the name and address of
such  transferee or assignee and the securities  with respect to which such
registration rights are being assigned, and (B) such transferee shall agree
to be subject to all  restrictions  set forth in this Agreement;  provided,
further,  that such transfer  shall have been made in  compliance  with the
Bylaws, as applicable.

     2.9 AMENDMENT OF REGISTRATION  RIGHTS. Any provision of this Section 2
may be amended and the observance  thereof may be waived (either  generally
or in a particular instance and either retroactively or prospectively) only
with the  written  consent  of the  Company  and the  Holders of at least a
majority in interest of the Registrable Securities. Any amendment or waiver
effected in  accordance  with this  Section 2.9 shall be binding  upon each
Holder and the Company. By acceptance of any benefits under this Section 2,
Holders hereby agree to be bound by the provisions hereunder.  

     2.10 "MARKET STAND-OFF" AGREEMENT.  If requested by the Company as the
representative of the underwriters of Common Stock (or other securities) of
the Company, each Holder shall not sell or otherwise transfer or dispose of
any Shares of Common  Stock (or other  securities)  of the Company  held by
each such Holder  (other than those  included  in the  registration)  for a
period specified by the  representative of the underwriters not to exceed a
period  of  seven  (7) days  prior to and one  hundred  eighty  (180)  days
following the  effective  date of a  registration  statement of the Company
filed under the Securities Act pertaining to the Company's Initial Offering
or a period of seven (7) days prior to and ninety (90) days  following  the
effective  date of any other  registration  statement of the Company  filed
under the Securities Act (other than  registration  statements  relating to
employee  benefit plans and  transactions  under Rule 145 of the Securities
Act),  provided  that all  executive  officers and directors of the Company
enter into similar agreements.  The Company will also agree to a lock-up of
the same duration if requested by the underwriters of the Common Stock.

     The  obligations  described  in this Section 2.10 shall not apply to a
registration  relating solely to employee benefit plans on Form S-1 or Form
S-8  or  similar  forms  that  may  be  promulgated  in  the  future,  or a
registration relating solely to shares issued in an acquisition or pursuant
to a Commission  Rule 145 transaction on Form S-4 or similar forms that may
be  promulgated  in  the  future.  The  Company  may  impose  stop-transfer
instructions  with  respect  to  the  shares  of  Common  Stock  (or  other
securities) subject to the foregoing  restriction until the end of said one
hundred eighty (180) day period.

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

          (a) Make and keep public  information  available,  as those terms
are understood and defined in SEC Rule 144 or any similar or analogous rule
promulgated under the Securities Act, at all times after the effective date
of the first  registration  filed by the  Company  for an  offering  of its
securities to the general public;

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

          (c) So long as a Holder owns any Registrable Securities,  furnish
to such Holder forthwith upon request:  a written  statement by the Company
as to its  compliance  with the reporting  requirements  of Rule 144 of the
Securities  Act and of the  Exchange  Act (at any time  after it has become
subject to such reporting  requirements);  a copy of the most recent annual
or quarterly report of the Company; and such other reports and documents as
a  Holder  may  reasonably  request  in  availing  itself  of any  rule  or
regulation  of the SEC  allowing  it to sell  any such  securities  without
registration.

3.   INFORMATION RIGHTS.

     3.1  QUARTERLY  REPORTS.  So long as an  Investor  owns at  least  ten
thousand  (10,000) shares of the Shares or one hundred  thousand  (100,000)
shares of the  Common  Stock  issued  upon  conversion  of the  Shares  (as
adjusted for stock splits,  combinations  and the like that occur after the
original issuance of such shares),  as soon as practicable after the end of
each fiscal  quarter of the Company,  and in any event  within  ninety (90)
days  thereafter,  the Company will  furnish to such  Investor an unaudited
balance sheet of the Company, as at the end of such fiscal quarter,  and an
unaudited  consolidated  statement of income and an unaudited  consolidated
statement of cash flows of the Company,  for such quarter,  all prepared in
accordance  with  generally  accepted  accounting  principles  consistently
applied.  This obligation shall expire and terminate as to each Investor on
the  effective  date of the first  registration  statement  for the  public
offering of the Company's Common Stock.

     3.2  CONFIDENTIALITY.

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

          (b)  "Confidential   Information"   means  any  reports  provided
pursuant to Section 3.1 and any other information  disclosed by the Company
either  directly  or  indirectly  in a writing  stamped  "Confidential"  or
"Proprietary"  or, if  disclosed  orally,  which is promptly  confirmed  in
writing to be Confidential  Information.  Confidential Information does not
include  information,  technical  data  or  know-how  which  (i)  is in the
Investor's  possession  at the time of  disclosure  as shown by  Investor's
files and  records  immediately  prior to the time of  disclosure;  (ii) is
generally  known not as a result of any action or inaction of the Investor;
(iii) is  disclosed to an Investor on a  non-confidential  basis by a third
party  having  a legal  right  to  disclose  such  information;  or (iv) is
approved for release by written authorization of Company. The provisions of
this Section shall not apply (x) to the extent that an Investor is required
to disclose Confidential  Information pursuant to any law, statute, rule or
regulation  or any  order  or legal  process  of any  court;  or (y) to the
disclosure  of   Confidential   Information   to  an  Investor's   counsel,
accountants or other professional advisors.

4.   GENERAL.

     4.1 GOVERNING LAW. This  Agreement  shall be governed by and construed
under the laws of the State of New York without  giving effect to conflicts
of laws principles.

     4.2  SURVIVAL.  The  representations,   warranties,   covenants,   and
agreements made herein shall survive any  investigation  made by any Holder
and the closing of the transactions  contemplated hereby. All statements as
to  factual  matters  contained  in any  certificate  or  other  instrument
delivered by or on behalf of the Company pursuant hereto in connection with
the transactions  contemplated hereby shall be deemed to be representations
and  warranties  by the  Company  hereunder  solely  as of the date of such
certificate or instrument.

     4.3 SUCCESSORS  AND ASSIGNS.  Except as otherwise  expressly  provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors,  assigns, heirs, executors, and administrators of the
parties hereto and shall inure to the benefit of and be enforceable by each
person who shall be a holder of Registrable  Securities  from time to time;
provided,  however,  that prior to the  receipt by the  Company of adequate
written notice of the transfer of any Registrable Securities specifying the
full name and address of the transferee, the Company may deem and treat the
person  listed as the holder of such shares in its records as the  absolute
owner and holder of such shares for all purposes,  including the payment of
dividends or any redemption price.

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

     4.5  AMENDMENT AND WAIVER.

          (a) Except as otherwise expressly provided, this Agreement may be
amended or modified  only upon the  written  consent of the Company and the
holders of fifty-one percent (51%) of the Registrable Securities.

          (b) Except as otherwise  expressly  provided,  the obligations of
the  Company  and the rights of the  Holders  under this  Agreement  may be
waived  only with the written  consent of  fifty-one  percent  (51%) of the
Registrable Securities.

          (c) Notwithstanding the foregoing,  this Agreement may be amended
with  only  the  written  consent  of the  Company  to  include  additional
purchasers of Shares as "Investors," "Holders" and parties hereto.

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

     4.7 NOTICES.  All notices required or permitted  hereunder shall be in
writing and shall be deemed  effectively  given: (i) upon personal delivery
to the party to be notified,  (ii) when sent by confirmed facsimile if sent
during normal  business  hours of the  recipient;  if not, then on the next
business  day,  (iii) five (5) days after having been sent by registered or
certified mail, return receipt requested,  postage prepaid, or (iv) two (2)
days after deposit with a recognized overnight courier, specifying next day
delivery, with written verification of receipt. All communications shall be
sent to the party to be  notified  at the address as set forth on Exhibit A
hereto or at such other  address as such  party may  designate  by ten (10)
days advance written notice to the other parties hereto.

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

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

     4.10 ENTIRE AGREEMENT.  This Agreement constitutes the full and entire
understanding  and agreement between the parties with regard to the subject
matter hereof and  supersedes  all previous  negotiations,  agreements  and
arrangements  made between the parties with respect to such subject matter.
Without  limiting the  foregoing,  the Prior Investor  Rights  Agreement is
hereby expressly superseded.

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

     IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date set forth in the first paragraph hereof.

                                    theglobe.com, inc.


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





                                    --------------------------------------
                                    MICHAEL S. EGAN




                                    --------------------------------------
                                    TODD V. KRIZELMAN





                                    --------------------------------------
                                    STEPHAN J. PATERNOT
<PAGE>
                                                                EXHIBIT A

                             SERIES A INVESTORS


Bergendahl, Anders
Bergendahl, Mia
Grey, Nicki
Grinstead, Simon
Hirsch, Jason
Krizelman, Allen
Krizelman, Susan
Krizelman, Todd
Maconie, Andrew
Paternot, Jacques
Paternot, Madeleine
Paternot, Monica
Paternot, Thierry
Paternot, Yves
S. Knight Pond Trust

                                                       EXHIBIT 4.5


NEITHER THE WARRANTS REPRESENTED BY THIS CERTIFICATE NOR THE SHARES
ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED. NEITHER SUCH WARRANTS NOR SUCH SHARES MAY BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT.








                  AMENDED AND RESTATED WARRANT TO PURCHASE
                        EQUITY OF THEGLOBE.COM, INC.


NO. 1


          This certifies that, for and in partial consideration of payment
of the Purchase Price (as defined in the Stock Purchase Agreement, dated as
of the date hereof (the "Purchase Agreement"), between Dancing Bear
Investments, Inc. a Florida corporation (together with its successors and
assigns, "Warrantholder") and theglobe.com, inc., a Delaware corporation
(the "Company")), Warrantholder is entitled to purchase from the Company,
subject to the terms and conditions hereof, at any time at or after the
date hereof and before 5:00 p.m., New York time on the Expiration Date (as
defined herein), 10 shares of Series E Preferred Stock, par value $.001 per
share, of the Company (the "Series E Warrant Shares") at the Exercise Price
(as defined herein).


                                 ARTICLE I

          Section 1.01: Definition of Terms. As used in this Warrant, the
following capitalized terms shall have the following respective meanings:

          Business Day: A day other than a Saturday, Sunday or other day on
which banks in the State of New York are authorized or required by law to
remain closed.

          Common Stock: Common Stock, $.001 par value per share, of the
Company.

          Common Stock Equivalents: Securities that are convertible into,
or exercisable or exchangeable for, shares of Common Stock.

          Exercised Shares: With respect to any exercise of the Warrant,
the shares for which this Warrant is actually and effectively exercised.

          Exercise Price: $588,235.30 per Warrant Share, as adjusted
pursuant to the terms hereof.

          Expiration Date: August 13, 2004.

          Fair Market Value: With respect to any property or share of
capital stock, the fair market value of such property or share as
determined by mutual agreement between the Company and the Warrantholder
or, if the parties are unable to agree, as determined by a nationally
recognized independent investment banking firm selected by mutual agreement
between the Company and the Warrantholder (or, if the parties are unable to
agree on such firm by a nationally recognized independent investment
banking firm selected by the President of the American Arbitration
Association or his designee).

          Fully Diluted Capital Stock: As defined in the Second Amended and
Restated Certificate of Incorporation of the Company.

          Person: An individual, partnership, joint venture, corporation,
limited liability company, trust, unincorporated organization or government
of any department or agency thereof.

          Qualified IPO: As defined in the Second Amended and Restated
Certificate of Incorporation of the Company.

          Sale of the Company: A consolidation or merger of the Company
with or into any other entity or entities (other than a consolidation or
merger in which stockholders of the Company immediately prior to the
transaction continue to hold a majority of the capital stock of the
surviving corporation), or a sale, conveyance or other disposition of all
or substantially all of the assets of the Company (including through the
consolidation or merger of one or more subsidiaries of the Company with or
into any other entity or entities or a sale, conveyance or other
disposition of one or more subsidiaries of the Company) or the effectuation
by the Company of a transaction or series of related transactions in which
more than fifty (50%) percent of the capital stock on an economic basis or
voting power of the Company is disposed of (other than pursuant to the
Purchase Agreement or pursuant to a public offering of the Company's
capital stock).

          Series E Preferred: Series E Preferred Stock, $.001 par value per
share, of the Company.

          Stockholders Agreement: The Stockholders Agreement, dated as of
the date hereof, among the Company and certain of its Stockholders, as the
same may be amended or supplemented from time to time.

          Warrant Shares: Shares of Series E Preferred, Common Stock and/or
other securities purchased or purchasable upon exercise of this Warrant.

                                 ARTICLE II

                     DURATION AND EXERCISE OF WARRANT;
                      DETERMINATION OF EXERCISE PRICE

          Section 2.01: Duration of Warrant. The Warrantholder may exercise
this Warrant at any time and from time to time in whole or in part after
the date hereof and before 5:00 p.m., New York time, on the Expiration
Date. If this Warrant is not exercised on or before 5:00 p.m., New York
time, on the Expiration Date, it shall become void, and all rights
hereunder shall thereupon cease.

          Section 2.02: Exercise of Warrant.

          (a) The Warrantholder may exercise this Warrant, in whole or in
part, by presentation and surrender of this Warrant to the Company at its
principal corporate office or at the office of its stock transfer agent, if
any, with the subscription form attached hereto as Exhibit A (the
"Subscription Form") duly executed and accompanied by payment of the full
Exercise Price (by certified check or wire transfer of same day funds) for
the Exercised Shares.

          (b) (i) Exercise Prior to a Qualified IPO: In the event of any
exercise of this Warrant prior to the closing of a Qualified IPO, upon
receipt of this Warrant with the Subscription Form fully executed and
accompanied by payment of the Exercise Price for the Exercised Shares, the
Company shall cause to be issued certificates for the total number of
shares of Series E Preferred representing the Exercised Shares in such
denominations as are requested for delivery to the Warrantholder,
registered in the name of the Warrantholder or its nominee, and the Company
shall thereupon deliver such certificates to the Warrantholder. Upon
exercise in accordance with the provisions hereof, the Warrantholder shall
be deemed to be the holder of record of the shares of Series E Preferred
issuable upon such exercise, notwithstanding that the stock transfer books
of the Company shall then be closed or that certificates representing such
shares of Series E Preferred shall not then be actually delivered to the
Warrantholder.

          (ii) Exercise After a Qualified IPO: Upon consummation of a
Qualified IPO, this Warrant shall be converted into a warrant to purchase
4,046,018 fully-paid and non-assessable shares of Common Stock. The
Exercise Price per Warrant Share will equal (x) the aggregate Exercise
Price for all the shares of Series E Preferred into which this Warrant was
exercisable immediately prior to the closing of the Qualified IPO divided
by (y) 4,046,018, as such Exercise Price may be further adjusted pursuant
to Article III.

          After closing of a Qualified IPO, upon receipt of this Warrant
with the Subscription Form fully executed and accompanied by payment of the
Exercise Price for the Exercised Shares, the Company shall cause to be
issued certificates for the total number of shares of Common Stock
representing the Exercised Shares in such denominations as are requested
for delivery to the Warrantholder, registered in the name of the
Warrantholder or its nominee, and the Company shall thereupon deliver such
certificates to the Warrantholder. Upon exercise, the Warrantholder shall
be deemed to be the holder of record of the shares of Common Stock issuable
upon such exercise, notwithstanding that the stock transfer books of the
Company shall then be closed or that certificates representing such shares
of Common Stock shall not then be actually delivered to the Warrantholder.

          (c) If the Warrantholder shall exercise this Warrant with respect
to less than all of the Warrant Shares, the Company shall execute a new
warrant in the form of this Warrant for the balance of the Warrant Shares
and deliver such new warrant to the Warrantholder simultaneous with the
delivery of shares pursuant to Section 2.02(b).

          (d) The Company shall pay any and all stock transfer and similar
taxes which may be payable in respect of the issuance of any Warrant Shares
to the Warrantholder.

          Section 2.03: Reservation of Shares. The Company hereby agrees
that at all times there shall be reserved for issuance and delivery upon
exercise of this Warrant such number of shares of Series E Preferred and
Common Stock necessary for issuance upon exercise hereof (and for
conversion of any such Series E Preferred). All such shares shall be duly
authorized, and when issued upon such exercise in accordance with the terms
hereof, shall be validly issued, fully paid and nonassessable, free and
clear of all liens, security interests, charges and other encumbrances or
restrictions on sale and free and clear of all preemptive rights other than
restrictions imposed by federal and state securities laws and the
Stockholders Agreement.

          Section 2.04: Increase in Authorized Shares. The Company shall
not issue any securities if, after giving effect to such issuance, the
Company would not possess the authorized but unissued quantity of shares of
Series E Preferred and Common Stock necessary for issuance upon exercise of
this Warrant (and for conversion of any such Series E Preferred).
Notwithstanding the foregoing, if at any time it is determined that the
Company does not possess the quantity of shares of Common Stock necessary
for issuance upon exercise of this Warrant, the Company shall take the
requisite corporate action necessary to adequately increase the authorized
number of shares and/or to redeem or repurchase an adequate number of
outstanding shares.

          Section 2.05: Fractional Shares. The Company shall not be
required to issue any fraction of a share of its capital stock in
connection with the exercise of this Warrant, and in any case where the
Warrantholder would, except for the provisions of this Section 2.05, be
entitled under the terms of this Warrant to receive a fraction of a share
upon the exercise of this Warrant, the Company may, upon the exercise of
this Warrant and receipt of the Exercise Price, issue the largest number of
whole shares purchasable upon exercise of this Warrant; provided that the
Company shall, in lieu of issuing any fractional share pay the
Warrantholder a sum in cash equal to the Fair Market Value of such
fractional shares.

                                ARTICLE III

                          ADJUSTMENT OF SHARES OF
                          COMMON STOCK PURCHASABLE

          The number and kind of Warrant Shares shall be subject to
adjustment from time to time upon the happening of certain events as
provided in this Article III.

          Section 3.01: Mechanical Adjustments.

          (a) In case the Company shall at any time or from time to time
after the closing of a Qualified IPO (i) pay any dividend, or make any
distribution on the outstanding shares of Common Stock (or Common Stock
Equivalents) in shares of Common Stock, (ii) subdivide the outstanding
shares of Common Stock, (iii) combine the outstanding shares of Common
Stock into a smaller number of shares or (iv) issue by reclassification of
the shares of Common Stock any shares of capital stock of the Company, then
and in each such case, the Exercise Price in effect immediately prior to
such event or the record date therefor, whichever is earlier, shall be
adjusted so that the Warrantholder shall be entitled to receive the number
and type of shares of Common Stock which such Warrantholder would have
owned or have been entitled to receive after the happening of any of the
events described above, had such Warrant been converted into Common Stock
immediately prior to the happening of such event or the record date
therefor, whichever is earlier. An adjustment made pursuant to this Section
3.01(a) shall become effective (x) in the case of any such dividend or
distribution, immediately after the close of business on the record date
for the determination of holders of shares of Common Stock entitled to
receive such dividend or distribution, or (y) in the case of such
subdivision, reclassification or combination, at the close of business on
the day upon which such corporate action becomes effective.

          (b) Except with respect to Excluded Securities (as defined
below), in case the Company shall issue any shares of Common Stock (or
Common Stock Equivalents) after consummation of a Qualified IPO at an
aggregate consideration per share (or having a conversion, exercise or
exchange price per share) less than the Exercise Price as of the date of
issuance of such shares (or Common Stock Equivalents), then in each such
case, the Exercise Price shall be adjusted by multiplying (i) the Exercise
Price in effect on the day immediately prior to the date of issuance of
such shares (or Common Stock Equivalents) by (ii) a fraction, the numerator
of which shall be the sum of (x) the number of shares of Common Stock
outstanding on such date prior to such issuance and (y) the number of
shares of Common Stock purchasable at the then Exercise Price with the
aggregate consideration receivable by the Company for the total number of
shares of Common Stock so issued (or issuable upon conversion, exchange or
exercise of such Common Stock Equivalents), and the denominator of which
shall be the sum of (x) the number of shares of Common Stock outstanding on
such date prior to such issuance and (y) the number of additional shares of
Common Stock issued (or issuable upon conversion, exchange or exercise of
such Common Stock Equivalents). An adjustment made pursuant to this Section
3.01(b) shall be made on the next Business Day following the date on which
any such issuance is made and shall be effective retroactively to the close
of business on the date of such issuance. For purposes of this Section
3.01(b), the number of shares of Common Stock outstanding shall be deemed
to include shares of Common Stock issuable upon exercise, exchange or
conversion of all outstanding Common Stock Equivalents. For purposes of
this Section 3.01(b), the aggregate consideration receivable by the Company
in connection with the issuance of shares of Common Stock or of Common
Stock Equivalents shall be deemed to be equal to the sum of the aggregate
offering price (e.g., the aggregate consideration received by the Company
in connection with the issuance of all such Common Stock and/or Common
Stock Equivalents before deduction of underwriting discounts or commissions
and expenses payable to third parties, if any) of all such Common Stock
and/or Common Stock Equivalents plus the minimum aggregate amount, if any,
payable upon conversion, exchange or exercise of any such Common Stock
Equivalents. If the consideration received by the Company in connection
with the sale or issuance of shares of Common Stock (or Common Stock
Equivalents) consists, in whole or in part, of property other than cash or
its equivalent, the value of such property shall be the Fair Market Value.
The issuance or reissuance of any shares of Common Stock (whether treasury
shares or newly issued shares) pursuant to a dividend or distribution on,
or subdivision, combination or reclassification of, the outstanding shares
of Common Stock requiring an adjustment in the Exercise Price pursuant to
Section 3.01(a) shall not be deemed to constitute an issuance of Common
Stock or Common Stock Equivalents by the Company to which this Section
3.01(b) applies. Upon the expiration of any unconverted, unexchanged or
unexercised Common Stock Equivalents for which an adjustment has been made
pursuant to this Section 3.01(b), the adjustments shall forthwith be
reversed to effect such Exercise Price as would have been in effect if such
Common Stock Equivalents, to the extent outstanding immediately prior to
such expiration or termination, had never been issued. Excluded Securities
shall mean all shares of Common Stock or Common Stock Equivalents issued
and outstanding as of the date this Warrant was originally acquired by the
Warrantholder and shares of capital stock or Common Stock Equivalents of
the Company issued pursuant to action of the Company's Board of Directors
to employees, directors, officers and consultants in connection with their
services.

          (c) For purposes of Subsections (a) through (d) of this Section
3.01, the number of shares of Common Stock at any time outstanding shall
not include any shares of Common Stock then owned or held by or for the
account of the Company.

          (d) If the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or
other distribution payable after the consummation of a Qualified IPO and
shall thereafter, and before such dividend or distribution is paid or
delivered to stockholders entitled thereto, legally abandon its plan to pay
or deliver such dividend or distribution, then no adjustment in the
Exercise Price then in effect shall be made by reason of the taking of such
record, and any such adjustment previously made as a result of the taking
of such record shall be reversed.

          (e) (i) In the case of a Sale of the Company or a proposed
reorganization of the Company or a proposed reclassification of the capital
stock of the Company prior to closing of a Qualified IPO, the Warrant shall
thereafter be exercisable into the shares of stock or other securities or
property to which holders of Series E Preferred would have been entitled
upon such Sale of the Company, reorganization or reclassification, in an
amount equal to the number of the issued and outstanding shares of capital
stock of the surviving corporation which the Warrantholder (as
Warrantholder) would have been entitled to receive in such Sale of the
Company, reorganization or reclassification if the Warrantholder had
exercised the Warrant in whole immediately prior to such event. In any such
case, appropriate adjustment (as determined by the Board of Directors)
shall be made in the application of the provisions herein set forth with
respect to the rights and interest thereafter of the holder of the Warrant,
to the end that the provisions set forth herein shall thereafter be
applicable, as nearly as reasonably may be, in relation to any shares of
stock or other property thereafter deliverable upon the exercise of the
Warrant. The Company shall not effect any such Sale of the Company unless
prior to or simultaneously with the consummation thereof the surviving
corporation or purchaser, as the case may be, shall assume by written
instrument the obligation to deliver to the Warrantholder such shares of
stock, securities or assets as, in accordance with the foregoing
provisions, such holder is entitled to receive and shall have agreed that
this Warrant shall be binding and enforceable against such surviving
corporation or purchaser, as the case may be. The provisions of this
paragraph (a) shall similarly apply to successive Sales of the Company, and
upon any such Sale of the Company all references to the Company hereunder
shall be deemed to be references to the surviving corporation, as
applicable.

               (ii) In the case of a Sale of the Company or a proposed
reorganization of the Company or a proposed reclassification of the capital
stock of the Company (except a transaction for which provision for
adjustment is otherwise made in this Section 3.01) after the closing of a
Qualified IPO, the Warrant shall thereafter be exerciseable into the number
of shares of stock or other securities or property to which a holder of the
number of shares of Common Stock of the Company deliverable upon exercise
of such Warrant would have been entitled upon such Sale of the Company,
reorganization or reclassification; and, in any such case, appropriate
adjustment (as determined by the Board of Directors) shall be made in the
application of the provisions herein set forth with respect to the rights
and interest thereafter of the holders of the Warrant, to the end that the
provisions set forth herein (including provisions with respect to changes
in and other adjustments of the applicable conversion price) shall
thereafter be applicable, as nearly as reasonably may be, in relation to
any shares of stock or other property thereafter deliverable upon the
exercise of the Warrant. The Company shall not effect any such Sale of the
Company unless prior to or simultaneously with the consummation thereof the
successor Company or purchaser, as the case may be, shall assume by written
instrument the obligation to deliver to the Warrantholder such shares of
stock, securities or assets as, in accordance with the foregoing
provisions, each such holder is entitled to receive. The provisions of this
Section 3.01(e) shall similarly apply to successive Sales of the Company.

          (f) Whenever the Exercise Price payable upon exercise of each
Warrant is adjusted pursuant to Section 3.01(a) or (b), the Warrant Shares
shall simultaneously be adjusted by multiplying the number of Warrant
Shares issuable upon exercise of each Warrant immediately prior to such
adjustment by the Exercise Price immediately prior to such adjustment and
dividing the product so obtained by the Exercise Price, as adjusted.

          (g) No adjustment in the Exercise Price shall be required unless
such adjustment would require an increase or decrease of at least one cent
($.01) in such price; provided, however, that any adjustments which by
reason of this Section 3.01(g) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All
calculations under this Section 3.01 shall be made to the nearest cent or
to the nearest one-hundredth of a share, as the case may be.
Notwithstanding anything in this Section 3.01 to the contrary, the Exercise
Price shall not be reduced to less than the then existing par value of the
Common Stock as a result of any adjustment made hereunder.

          (h) In the event that at any time, as a result of any adjustment
made pursuant to Section 3.01(a) after consummation of a Qualified IPO, the
Warrantholder thereafter shall become entitled to receive any shares of
capital stock of the Company other than Common Stock, thereafter the number
of such other shares so receivable upon exercise of any Warrant shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common
Stock contained in Section 3.01(a).

          (i) In the event that the Company shall have declared a dividend
or distribution payable after the Exercise Date and having a record date
prior to the Exercise Date, securities delivered upon exercise of the
Warrant shall be entitled to participate in any such dividend or
distribution as if the record date for such dividend were the Exercise
Date.

          (j) If any event occurs as to which, in the opinion of the Board
of Directors, the provisions of this Section 3.01 are not strictly
applicable or if strictly applicable would not fairly protect the rights of
the Warrantholder in accordance with the essential intent and principles of
such provisions, the Board of Directors shall make an adjustment in the
application of such provisions, in accordance with such essential intent
and principles, so as to protect such rights of the Warrantholder.


          Section 3.02: Notices of Adjustment. Whenever the number of
Warrant Shares or the Exercise Price is adjusted as herein provided, the
Company shall prepare and deliver forthwith to the Warrantholder a
certificate signed by its President or a Vice President, or by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary, setting forth the adjusted number of shares purchasable upon the
exercise of this Warrant and the Exercise Price of such shares after such
adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which adjustment was made.

          Section 3.03: Form of Warrant After Adjustments. The form of this
Warrant need not be changed because of any adjustments in kind of the
Warrant Shares, and Warrants theretofore or thereafter issued may continue
to express the same price and kind of shares as are stated in this Warrant,
as initially issued.

          Section 3.04: Treatment of Warrantholder. Prior to due
presentment for registration of transfer of this Warrant, the Company may
deem and treat the Warrantholder as the absolute owner of this Warrant
(notwithstanding any notation of ownership or other writing hereon) for all
purposes and shall not be affected by any notice to the contrary.


                                 ARTICLE IV

            OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDER

          Section 4.01: No Rights as Stockholder; Notice to Warrantholder.
Nothing contained in this Warrant shall be construed as conferring upon the
Warrantholder the right to vote or to receive dividends or to consent or to
receive notice as a stockholder in respect of any meeting of stockholders
for the election of directors of the Company or of any other matter, or any
rights whatsoever as a stockholder of the Company. The Company shall give
notice to the Warrantholder in accordance with Section 6.07 if at any time
prior to the expiration or exercise in full of the Warrants, any of the
following events shall occur:

          (a) the Company shall declare any dividend or distribution with
respect to its capital stock;

          (b) a dissolution, liquidation or winding up of the Company shall
be proposed; or

          (c) a Sale of the Company, a capital reorganization or
reclassification of the capital stock of the Company.

          Such giving of notice shall be initiated at least ten Business
Days prior to the date fixed as a record date or effective date or the date
of closing of the Company's stock transfer books for the determination of
the stockholders entitled to such dividend or distribution, or for the
determination of the stockholders entitled to vote on such proposed merger,
consolidation, sale, conveyance, dissolution, liquidation or winding up.
Such notice shall specify such record date or the date of closing the stock
transfer books, as the case may be.

          Section 4.02: Lost, Stolen, Mutilated or Destroyed Warrants. If
this Warrant is lost, stolen, mutilated or destroyed, the Company may, on
such reasonable terms as to indemnity or otherwise as it may in its
reasonable discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like
denomination and tenor as, and in substitution for, this Warrant.

                                 ARTICLE V

                           SPLIT-UP, COMBINATION,
                     EXCHANGE AND TRANSFER OF WARRANTS

          Section 5.01: Split-Up, Combination, Exchange and Transfer of
Warrants. Subject to the provisions of Section 5.02 hereof, this Warrant
may be split up, combined or exchanged for another Warrant or Warrants
containing the same terms to purchase a like number of Warrant Shares. If
the Warrantholder desires to split up, combine or exchange this Warrant,
the Warrantholder shall make such request in writing delivered to the
Company and shall surrender to the Company this Warrant and any other
Warrants to be so split-up, combined or exchanged. Upon any such surrender
for a split-up, combination or exchange, the Company shall execute and
deliver to the person entitled thereto a Warrant or Warrants, as the case
may be, as so requested. The Company may require such Warrantholder to pay
a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any split-up, combination or exchange of
Warrants.

          Section 5.02: Transfer. This Warrant and all rights hereunder may
not be sold, transferred or otherwise disposed of, in whole or in part, to
any person except to a Controlled Entity or Family Transferee (each as
defined in the Stockholders Agreement) of the Warrantholder or to employees
of the Company or of the Warrantholder. Upon the delivery to the Company at
its principal corporate office of this Warrant along with a duly completed
Assignment Form substantially in the form of Exhibit B hereto, the Company
shall execute and deliver a new Warrant in the form of this Warrant, but
registered in the name of the transferee, to purchase the Warrant Shares
assigned to the transferee. In case the Warrantholder shall assign this
Warrant with respect to less than all of the Warrant Shares, the Company
shall execute a new warrant in the form of this Warrant for the balance of
the Warrant Shares and deliver such new warrant to the Warrantholder.
Warrant Shares may only be transferred in accordance with the Stockholders
Agreement.

          Section 5.03: Restrictive Legend. Each Warrant Share issued upon
exercise of this Warrant shall bear a legend containing the following
words:

          (a)  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE
               HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
               OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE
               SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT
               IN COMPLIANCE WITH SUCH ACT."

          (b)  THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
               SUBJECT TO A STOCKHOLDERS AGREEMENT, A COPY OF
               WHICH MAY BE OBTAINED FROM THE COMPANY

The requirement that the above legend (a) be placed upon certificates
evidencing any such securities shall cease and terminate upon the earliest
of the following events: (i) when such shares are transferred in an
underwritten public offering, (ii) when such shares are transferred
pursuant to Rule 144(k) under the Securities Act or (iii) when such shares
are transferred in any other transaction if the seller delivers to the
Company an opinion of its counsel, which counsel and opinion shall be
reasonably satisfactory to the Company, to the effect that such legend is
no longer necessary in order to protect the Company against a violation by
it of the Securities Act upon any sale or other disposition of such shares
without registration thereunder. Upon the occurrence of such event, the
Company, upon the surrender of certificates containing such legend, shall,
at its own expense, deliver to the holder of any such securities as to
which the requirement for such legend shall have terminated, one or more
new certificates evidencing such securities not bearing such legend.
Notwithstanding the removal of legend (a) in accordance with this Section
5.02, legend (b) shall remain on the certificates until it may be removed
pursuant to the Stockholders Agreement.

                                 ARTICLE VI

                               OTHER MATTERS

          Section 6.01: Successors and Assigns. The terms and provisions of
this Warrant shall bind and inure to the benefit of each of the Company and
the Warrantholder and their respective successors and assigns. The Company
may not assign its rights or obligations under this Warrant except in
connection with a Sale of the Company and upon assumption by the surviving
corporation or purchaser, as the case may be, of such obligations in
accordance with the requirements of Section 3.01. The Warrantholder may
only assign it rights under the Warrant in accordance with Section 5.02.

          Section 6.02: No Inconsistent Agreements. The Company will not on
or after the date of this Warrant enter into any agreement with respect to
its securities which is inconsistent with the rights granted to the
Warrantholder or otherwise conflicts with the provisions hereof.

          Section 6.03: Entire Agreement. This Warrant and the Exhibits
hereto contain the entire agreement among the parties with respect to the
subject matter hereof and supersede all prior and contemporaneous
arrangements or understandings with respect thereto.

          Section 6.04: Amendments and Waivers. The terms and provisions of
this Warrant, including the provisions of this sentence, may be modified or
amended, or any of the provisions hereof waived, temporarily or
permanently, pursuant to the written consent of the Company and the
Warrantholder.

          Section 6.05: Counterparts. This Warrant may be executed in any
number of counterparts, and each such counterpart hereof shall be deemed to
be an original instrument, but all such counterparts together shall
constitute but one agreement.

          Section 6.06: Governing Law. This Warrant shall be governed by
and construed in accordance with the laws of the State of Delaware, without
giving effect to any choice or conflict of law provision or rule. Each of
the parties hereto, for itself and on behalf of its successors, assigns and
transferees, hereby irrevocably and unconditionally (a) submits for itself
and its property in any legal action or proceeding relating to this Warrant
or for recognition and enforcement of any judgment in respect thereof, to
the general jurisdiction of the courts of the State of New York located in
New York County, the courts of the United States of America for the
Southern District of New York, and appellate courts from any thereof; (b)
consents that the venue for any suit, action or legal proceeding relating
to this Warrant shall be in New York, New York; (c) consents that any such
action or proceeding may be brought in such courts, and waives any
objection that it may now or hereafter have to the venue of any such action
or proceeding in any such court or that such action or proceeding was
brought in an inconvenient court and agrees not to plead or claim the same;
(d) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of U.S. mail), postage prepaid, and by overnight
delivery service at its address as provided in Section 6.07 or at such
other address as it shall have notified each of the other parties hereto in
the manner provided in Section 6.07; (e) agrees that nothing herein shall
affect the right to effect service of process in any other manner permitted
by law; and (f) waives trial by jury in any legal action or proceeding
relating to this Warrant and for any counterclaim therein.

          Section 6.07: Notices. All notices, requests, demands, claims and
other communications provided for hereunder shall be in writing. Any
notice, request, demand, claim or other communication hereunder shall be
sent by (i) personal delivery (including receipted courier service) or
overnight delivery service, (ii) facsimile during normal business hours,
with confirmation of receipt, to the number indicated, (iii) reputable
commercial overnight delivery service courier or (iv) registered or
certified mail, return receipt requested, postage prepaid and addressed to
the intended recipient as set forth below:

          If to the Company:

                               theglobe.com, inc.
                               31 West 21st Street
                               New York, NY  10010
                               Attn:  Chief Executive Officer
                               Telephone:  (212) 367-8555
                               Facsimile:  (212) 267-8604

          with a copy to:

                               Cooley Godward LLP
                               5 Palo Alto Square
                               3000 El Camino Real
                               Palo Alto, CA  94306
                               Attention:  Matthew W. Sonsini, Esq.
                               Telephone:  (415) 843-5148
                               Facsimile:  (415) 857-0663

          If to Warrantholder:

                               Dancing Bear Investments, Inc.
                               The 110 Tower, 29th Floor
                               Box 70, 110 S.E. 6th Street
                               Ft. Lauderdale, FL 33301
                               Attention: Michael Egan
                               With an additional copy to Rosalie Arthur
                               Telephone: (954) 527-6550
                               Facsimile: (954) 527-6182
          with a copy to:
                               Tripp, Scott, Conklin & Smith
                               The 110 Tower
                               110 S.E. 6th Street
                               Ft. Lauderdale, FL 33301
                               Attention:  Dennis Smith, Esq.
                               Telephone: (305) 525-7500
                               Facsimile: (305) 761-8475
          and to:
                               Fried, Frank, Harris, Shriver & Jacobson
                               One New York Plaza
                               New York, NY  10019
                               Attention:  Valerie Ford Jacob, Esq.
                               Telephone: (212) 859-8000
                               Facsimile: (212) 859-4000


Notices and other communications under this Warrant shall be deemed to have
been given two (2) business days after being entrusted to a reputable
commercial overnight delivery service, or on the date of facsimile
transmission with confirmed answer back, or on the date of receipt if given
by any other method of delivery. Any party may change its facsimile number
or its address to which notices, requests, demands, claims and other
communications hereunder are to be delivered by giving the other parties
hereto notice in the manner then set forth.

          Section 6.08: Severability. Whenever possible, each provision of
this Warrant shall be interpreted in such manner as to be effective and
valid, but if any provision of this Warrant is held to be invalid or
unenforceable in any respect, such invalidity or unenforceability shall not
render invalid or unenforceable any other provision of this Warrant.

          IN WITNESS WHEREOF, this Amended and Restated Warrant has been
duly executed by the Company as of the     day of          , 1998.

                                      THE GLOBE.COM, INC.

                                      By: 
                                          -------------------------------------
                                          Name:  Todd Krizelman
                                          Title: Co-Chief Executive Officer and
                                                 Co-President

Attest:  
        ----------------------------
        Co-Chief Executive Officer,
        Co-President and Secretary
<PAGE>
                                                         Exhibit A to Warrant

                            FORM OF SUBSCRIPTION

               [To be executed only upon exercise of Warrant]


THEGLOBE.COM, INC.

The undersigned registered holder of the within Warrant hereby irrevocably
exercises such Warrant for, and purchases thereunder, _____________[FN1]
Warrant Shares of [Series E Preferred/Common Stock] covered by the within
Warrant and requests that the certificates for such shares representing
such Warrant Shares be issued in the name of, and delivered to,
________________________ whose address is ________________________. The
undersigned herewith makes payment in full therefor of the Exercise Price
therefor (or $___________ in the aggregate).

                              ------------------------------------------
                              (Signature must conform in all respects to
                              name of holder as specified on the face of
                              Warrant)

                              ------------------------------------------
                                          (Street Address)

                              ------------------------------------------
                              (City)      (State)       (Zip Code)


[FN]
1    Insert here the number of Warrant  Shares as to which this  Warrant is
     being exercised.  In the case of a partial exercise,  a new Warrant or
     Warrants will be issued and delivered,  representing  the  unexercised
     Warrant Shares, to the holder surrendering the Warrant.
</FN>




<PAGE>
                                                        Exhibit B to Warrant

                             FORM OF ASSIGNMENT

               [To be executed only upon transfer of Warrant]

For value received, the undersigned registered holder of the within Warrant
hereby sells, assigns and transfers unto ____________________ the right
represented by such Warrant to purchase __________________(FN1) Warrant
Shares and appoints _________________ Attorney to make such transfer on the
books of theglobe.com, inc. maintained for such purpose, with full power of
substitution in the premises. The undersigned hereby certifies that the
proposed transferee is a Controlled Entity or Family Transferee of the
undersigned.

Dated:                              
                                  ------------------------------------------
                                  (Signature must conform in all respects to
                                  name of holder as specified on the face of
                                  Warrant)

                                  ------------------------------------------
                                                  (Street Address

                                  ------------------------------------------
                                  (City)          (State)        (Zip Code)
Signed in the presence of:

- --------------------------

- --------------------------


- ---------------
[FN]
1    Insert here the number of Warrant  Shares as to which this  Warrant is
     being assigned. In the case of a partial assignment,  a new Warrant or
     Warrants will be issued and  delivered,  representing  the  unassigned
     portion of the Warrant, to the holder surrendering the Warrant.
</FN>

                                                                Exhibit 5.1

                                                               212-859-8272
August 19, 1998                                         (FAX: 212-859-8587)

theglobe.com, inc.
31 West 21 Street
New York, NY 10010

           RE: Registration Statement on Form S-1 (No. 333-59751)

Ladies and Gentlemen:

     We have acted as special counsel for theglobe.com, inc., a Delaware
corporation (the "Company"), in connection with the underwritten initial
public offering (the "Offering") by the Company of shares (the "Shares") of
common stock, par value $.01 per share (the "Common Stock") of the Company,
including Shares which may be offered and sold upon the exercise of an
over-allotment option granted to the underwriters. The Shares are to be
offered to the public pursuant to an underwriting agreement to be entered
into among the Company, Bear, Stearns & Co., Inc. and Volpe Brown Whelan &
Company, as representatives of the underwriters (the "Underwriting
Agreement"). The opinion set forth below is based on the assumption that,
prior to the sale of the Shares pursuant to the Underwriting Agreement, the
Company's Second Amended and Restated Certificate of Incorporation will
have become effective in substantially in the form filed as Exhibit 3.1 to
the Registration Statement, as amended, of the Company on Form S-1 (No.
333-59751) (the "Registration Statement"), and that at least par value will
be paid for the Shares.

     With your permission, all assumptions and statements of reliance
herein have been made without any independent investigation or verification
on our part except to the extent otherwise expressly stated, and we express
no opinion with respect to the subject matter or accuracy of such
assumptions or items relied upon.

     In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records
of the Company, such certificates of public officials and such other
documents, and (iii) received such information from officers and
representatives of the Company as we have deemed necessary or appropriate
for the purposes of this opinion. In all examinations, we have assumed the
legal capacity of all natural persons executing documents, the genuineness
of all signatures, the authenticity of original and certified documents and
the conformity to original or certified copies of all copies submitted to
us as conformed or reproduction copies. As to various questions of fact
relevant to the opinions expressed herein, we have relied upon, and assume
the accuracy of, representations and warranties contained in the documents
and certificates and oral or written statements and other information of or
from representatives of the Company and others and assume compliance on the
part of all parties to the documents with their covenants and agreements
contained therein.

     Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that
the Shares registered pursuant to the Registration Statement (when issued,
delivered and paid for in accordance with the terms of the Underwriting
Agreement) will be duly authorized, validly issued, fully paid and
non-assessable.

     The opinion expressed herein is limited to the General Corporation Law
of the State of Delaware, as currently in effect.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus forming part of the Registration
Statement. In giving such consent, we do not hereby admit that we are in
the category of such persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.

                              Very truly yours,
                              FRIED, FRANK, HARRIS, SHRIVER & JACOBSON



                              By: /s/ Stuart H. Gelfond
                                 -----------------------------------------
                                             Stuart H. Gelfond



                                                               EXHIBIT 10.5

          AGREEMENT OF LEASE,  made this 14th day of January 1997,  between
FIFTH AVENUE WEST  ASSOCIATES,  L.P., 13 East 16 Street #400,  New York, NY
10003  party of the first  part,  hereinafter  referred  to as  OWNER,  and
WEBGENESIS,  INC., 609 College Ave.,  Ithaca,  NY 14850 party of the second
part, hereinafter referred to as Tenant.

                            W I T N E S S E T H:

          Owner hereby  leases to Tenant and Tenant hereby hires from Owner
entire 4th floor, as per the attached  "Exhibit A" in the building known as
31 West 21 Street in the Borough of Manhattan,  City of New York ("Building
or  "building"),  for the term of Five (5) Years (or until  such term shall
sooner cease and expire as hereinafter provided) to commence on the 1st day
of  February,  nineteen  hundred  and  97,  and to end on the  31st  day of
January, 2002 ("Expiration Date") both dates inclusive, at an annual rental
rate set forth in Article 41 ("rent"  or "Fixed  Rent")  together  with all
other sums of money as shall  become due and  payable by Tenant  under this
lease  (collectively,  "additional rent" or "Additional Rent") which Tenant
agrees to pay in lawful  money of the United  States  which  shall be legal
tender in payment of all debts and dues, public and private, at the time of
payment, in equal monthly  installments in advance on the first day of each
month during said term, at the office of Owner or such other place as Owner
may  designate,  without any set off or deduction  whatsoever,  except that
Tenant shall pay the first       monthly  installment(s)  on the  execution
hereof (unless this lease be a renewal).

          In the event that, at the commencement of the term of this lease,
or  thereafter,  Tenant shall be in default in the payment of rent to Owner
pursuant  to the  terms  of  another  lease  with  Owner  or  with  Owner's
predecessor in interest,  Owner may at Owner's option and without notice to
Tenant add the amount of such  arrears to any monthly  installment  of rent
payable  hereunder  and the same shall be  payable  to Owner as  additional
rent.

          The parties hereto,  for themselves,  their heirs,  distributees,
executors, administrators,  legal representatives,  successors and assigns,
hereby covenant as follows:

Occupancy:               1.  Tenant  shall  pay the  rent as  above  and as
                         hereinafter provided.

Use:                     2. Tenant  shall use and occupy  demised  premises
                         for  offices  provided  such use is in  accordance
                         with  the   Certificate   of  Occupancy   for  the
                         building, if any, and for no other purpose.

Alterations:             3.  Tenant  shall  make  no  changes  in or to the
                         demised  premises  of any nature  without  Owner's
                         prior  written  consent.   Subject  to  the  prior
                         written consent of Owner, and to the provisions of
                         this article, Tenant at Tenant's expense, may make
                         alterations,     installations,    additions    or
                         improvements  which are nonstructural and which do
                         not  affect  utility   services  or  plumbing  and
                         electrical  lines,  in or to the  interior  of the
                         demised  premises  using  contractors or mechanics
                         first  approved  by Owner.  Tenant  shall,  at its
                         expense, before making any alterations, additions,
                         installations or improvements  obtain all permits,
                         approval   and   certificates   required   by  any
                         governmental  or  quasi-governmental   bodies  and
                         (upon  completion)  certificates of final approval
                         thereof and shall deliver  promptly  duplicates of
                         all permits,  approvals and certificates to Owner.
                         Tenant  agrees  to carry and will  cause  Tenant's
                         contractors  and  sub-contractors  to  carry  such
                         workman's    compensation,    general   liability,
                         personal  and property  damage  insurance as Owner
                         may  require.  If any  mechanic's  lien  is  filed
                         against the demised  premises,  or the building of
                         which the same forms a part,  for work  claimed to
                         have been done for,  or  materials  furnished  to,
                         Tenant,  whether  or not  done  pursuant  to  this
                         article,  the same shall be  discharged  by Tenant
                         within   thirty  days   thereafter,   at  tenant's
                         expense,  by filing  the bond  required  by law or
                         otherwise.   All   fixtures   and  all   paneling,
                         partitions,   railings  and  like   installations,
                         installed in the  premises at any time,  either by
                         Tenant or by Owner on Tenant's behalf, shall, upon
                         installation,  become  the  property  of Owner and
                         shall  remain  upon  and be  surrendered  with the
                         demised premises unless Owner, by notice to tenant
                         no later than  twenty days prior to the date fixed
                         at  the  termination  of  this  lease,  elects  to
                         relinquish  Owner's right thereto and to have them
                         removed by Tenant,  in which  event the same shall
                         be removed  from the  demised  premises  by Tenant
                         prior to the expiration of the lease,  at Tenant's
                         expense.   Nothing  in  this   Article   shall  be
                         construed  to give  Owner  title to or to  prevent
                         Tenant's  removal  of  trade  fixtures,   moveable
                         office  furniture and equipment,  but upon removal
                         of any such from the  premises or upon  removal of
                         other  installations  as may be required by Owner,
                         tenant  shall  immediately  and  at  its  expense,
                         repair and restore the  premises to the  condition
                         existing  prior to  installation  and  repair  any
                         damage to the demised premises or the building due
                         to  such  removal.   All  property   permitted  or
                         required  to be  removed,  by Tenant at the end of
                         the term  remaining in the premises after Tenant's
                         removal shall be deemed  abandoned and may, at the
                         election  of Owner,  either be retained as Owner's
                         property or removed from the premises by Owner, at
                         Tenant's expense.

Repairs:                 4. Owner shall maintain and repair the exterior of
                         and the public  portions of the  building.  Tenant
                         shall,  throughout  the term of this  lease,  take
                         good care of the demised  premises  including  the
                         bathrooms and lavatory  facilities (if the demised
                         premises   encompass   the  entire  floor  of  the
                         building)  and the windows and window  frames and,
                         the  fixtures  and  appurtenances  therein  and at
                         Tenant's  sole cost and expense  promptly make all
                         repairs  thereto  and  to  the  building,  whether
                         structural or non-structural in nature,  caused by
                         or  resulting  from  the  carelessness,  omission,
                         neglect or  improper  conduct of Tenant,  Tenant's
                         servants,  employees,  invitees, or licensees, and
                         whether or not arising from such Tenant conduct or
                         omission,  when  required by other  provisions  of
                         this lease, including Article 6. Tenant shall also
                         repair all damage to the  building and the demised
                         premises   caused  by  the   moving  of   Tenant's
                         fixtures,   furniture   or   equipment.   All  the
                         aforesaid  repairs  shall be of  quality  or class
                         equal to the  original  work or  construction.  If
                         Tenant  fails,  after ten days notice,  to proceed
                         with due diligence to make repairs  required to be
                         made by Tenant,  the same may be made by the Owner
                         at the expense of Tenant, and the expenses thereof
                         incurred  by  owner  shall  be   collectible,   as
                         additional  rent,  after  rendition  of a bill  or
                         statement therefor.  If the demised premises be or
                         become infested with vermin,  Tenant shall, at its
                         expense, cause the same to be exterminated. Tenant
                         shall give Owner  prompt  notice of any  defective
                         condition  in  any  plumbing,  heating  system  or
                         electrical  lines located in the demised  premises
                         and following such notice,  Owner shall remedy the
                         condition with due  diligence,  but at the expense
                         of Tenant,  if repairs are  necessitated by damage
                         or  injury   attributable   to  Tenant,   Tenant's
                         servants, agents, employees, invitees or licensees
                         as aforesaid.  Except as specifically  provided in
                         Article 9 or elsewhere in this lease,  there shall
                         be no allowance to the Tenant for a diminution  of
                         rental value and no liability on the part of Owner
                         by reason of inconvenience, annoyance or injury to
                         business  arising  from  Owner,  Tenant  or others
                         making   or   failing   to   make   any   repairs,
                         alterations,  additions or  improvements  in or to
                         any  portion  of  the   building  or  the  demised
                         premises or in and to the fixtures,  appurtenances
                         or  equipment  thereof.  The  provisions  of  this
                         Article 4 with  respect  to the  making of repairs
                         shall  not  apply  in the  case of  fire or  other
                         casualty  with  regard to which  Article 9 thereof
                         shall apply.

Window Cleaning:         5.  Tenant  will not  clean nor  require,  permit,
                         suffer or allow any window in the demised premises
                         to be cleaned  from the  outside in  violation  of
                         Section 202 of the New York State Labor Law or any
                         other  applicable law or of the Rules of the Board
                         of Standards and Appeals, or of any other Board or
                         body having or asserting jurisdiction.

Requirements of Law,     6. Prior to the commencement of the lease term, if
Fire Insurance           Tenant  is then in  possession,  and at all  times
Floor Loads:             thereafter,  Tenant  shall,  at Tenant's sole cost
                         and expense,  promptly comply with all present and
                         future laws,  orders and regulations of all state,
                         federal,    municipal   and   local   governments,
                         departments,   commissions   and  boards  and  any
                         direction of any public  officer  pursuant to law,
                         and all orders,  rules and  regulations of the New
                         York Board of Fire Underwriters,  or the Insurance
                         services  Office,  or any similar body which shall
                         impose any violation,  order or duty upon Owner or
                         Tenant  with  respect  to  the  demised  premises,
                         whether  or not  arising  out of  Tenant's  use or
                         manner of use  thereof,  or,  with  respect to the
                         building, if arising out of Tenant's use or manner
                         of use of the  demised  premises  or the  building
                         (including  the use  permitted  under the  require
                         Tenant to make  structural  repairs or alterations
                         unless  Tenant  has,  by its  manner of use of the
                         demised  premises or method of operation  therein,
                         violated any such laws, ordinances, orders, rules,
                         regulations or requirements  with respect thereto.
                         Tenant  shall not do or permit any act or thing to
                         be done in or to the  demised  premises  which  is
                         contrary to law, or which will invalidate or be in
                         conflict  with  public  liability,  fire or  other
                         policies of  insurance  at any time  carried by or
                         for the  benefit of Owner.  Tenant  shall not keep
                         anything in the demised  premises except as now or
                         hereafter permitted by the Fire Department,  Board
                         of  Fire   Underwriters,   Fire  Insurance  Rating
                         Organization    and   other    authority    having
                         jurisdiction,  and then  only in such  manner  and
                         such  quantity so as not to increase  the rate for
                         fire insurance applicable to the building, nor use
                         the premises in a manner  which will  increase the
                         insurance  rate for the  building or any  property
                         located  therein  over that in effect prior to the
                         commencement  of the fire insurance rate shall, at
                         the  beginning  of  this  lease  or  at  any  time
                         thereafter,  be higher than it otherwise would be,
                         then Tenant shall  reimburse  Owner, as additional
                         rent  hereunder,  for  that  portion  of all  fire
                         insurance premiums  thereafter paid by Owner which
                         shall have been charged because of such failure by
                         Tenant. In any action or proceeding  wherein Owner
                         and Tenant are parties, a schedule or "make-up" or
                         rate for the building or demised  premises  issued
                         by a body making fire insurance  rates  applicable
                         to said premises  shall be conclusive  evidence of
                         the facts therein  stated and of the several items
                         and  charges  in the  fire  insurance  rates  then
                         applicable  to said  premises.  Tenant  shall  not
                         place  a  load  upon  any  floor  of  the  demised
                         premises  exceeding the floor load per square foot
                         area which it was  designed  to carry and which is
                         allowed  by  law.  Owner  reserves  the  right  to
                         prescribe  the weight and  position  of all safes,
                         business machines and mechanical  equipment.  Such
                         installations  shall be placed and  maintained  by
                         Tenant,   at   Tenant's   expense,   in   settings
                         sufficient,  in Owner's  judgement,  to absorb and
                         prevent vibration, noise and annoyance.

Subordination:           7. This lease is subject  and  subordinate  to all
                         ground or  underlying  leases and to all mortgages
                         which may now or  hereafter  affect such leases or
                         the real property of which demised  premises are a
                         part   and   to   all   renewals,   modifications,
                         consolidations, replacements and extensions of any
                         such underlying leases and mortgages.  This clause
                         shall be self-operative  and no further instrument
                         or  subordination  shall be required by any ground
                         or   underlying   lessor  or  by  any   mortgagee,
                         effecting  any lease or the real property of which
                         the demised  premises are a part. In  confirmation
                         of  such   subordination,   Tenant  shall  execute
                         promptly any certificate that Owner may request.

Property Loss,           8. Owner or its agents shall not be liable for any
Damage,                  damage  to   property   of  Tenant  or  of  others
Reimbursement,           entrusted to employees  of the  building,  nor for
Indemnity:               loss of or  damage  to any  property  of Tenant by
                         theft or  otherwise,  nor for  injury or damage to
                         persons or  property  resulting  from any cause of
                         whatsoever nature,  unless caused by or due to the
                         negligence  of  Owner,  its  agents,  servants  or
                         employees; Owner or its agents shall not be liable
                         for any damage  caused by other tenants or persons
                         in,  upon or about  said  building  or  caused  by
                         operations in connection of any private, public or
                         quasi-public  work.  If at any time any windows of
                         the  demised  premises  are  temporarily   closed,
                         darkened  or  bricked up (or  permanently  closed,
                         darkened  or bricked  up, if  required by law) for
                         any reason  whatsoever  including,  but limited to
                         Owner's  own acts,  Owner  shall not be liable for
                         any damage  Tenant may sustain  thereby and Tenant
                         shall not be entitled to any compensation therefor
                         nor abatement or diminution of rent shall the same
                         release Tenant from its obligations  hereunder nor
                         constitute an eviction. Tenant shall indemnify and
                         save   harmless   Owner   against   and  from  all
                         liabilities,   obligations,   damages,  penalties,
                         claims,  costs and  expenses for which Owner shall
                         not  be   reimbursed   by   insurance,   including
                         reasonable  attorney's  fees,  paid,  suffered  or
                         incurred  as a result  of any  breach  by  Tenant,
                         Tenant's agents, contractors, employees, invitees,
                         or  licensees,  of any covenant or  conditions  of
                         this lease,  or the  carelessness,  negligence  or
                         improper  conduct of the Tenant,  Tenant's agents,
                         contractors,  employees,  invitees  or  licensees.
                         Tenant's liability under this lease extends to the
                         acts  and  omissions  of any  sub-tenant,  and any
                         agent, contractor,  employee,  invitee or licensee
                         of  any   sub-tenant.   In  case  any   action  or
                         proceeding  is brought  against Owner by reason of
                         any such claim,  Tenant,  upon written notice from
                         Owner, will, at Tenant's expense, resist or defend
                         such action or proceeding  by counsel  approved by
                         Owner  in  writing,   such   approval  not  to  be
                         unreasonably withheld.

Destruction, Fire        9. (a) If the demised premises or any part thereof
and Other                shall be damaged by fire or other casualty, Tenant
Casualty:                shall give  immediate  notice thereof to Owner and
                         this lease shall continue in full force and effect
                         except  as  hereinafter  set  forth,  (b)  if  the
                         demised premises are partially damaged or rendered
                         partially unusable by fire or other casualty,  the
                         damages  thereto  shall be  repaired by and at the
                         expense of Owner and the rent,  until such  repair
                         shall  be   substantially   completed,   shall  be
                         apportioned  from the day  following  the casualty
                         according  to the  part of the  premises  which is
                         usable,  (c) if the demised  premises  are totally
                         damaged or  rendered  wholly  unusable  by fire or
                         other   casualty,   then   the   rent   shall   be
                         proportionately   paid  up  to  the  time  of  the
                         casualty  and  thenceforth  shall  cease until the
                         date when the  premises  shall have been  repaired
                         and restored by Owner, subject to Owner's right to
                         elect  not to  restore  the  same  as  hereinafter
                         provided, (d) if the demised premises are rendered
                         wholly  unusable  or  (whether  or not the demised
                         premises  are  damaged in whole or in part) if the
                         building  shall be so  damaged  that  Owner  shall
                         decide to demolish it or to rebuild it,  then,  in
                         any of such events, Owner shall decide to demolish
                         it or to rebuild it, then,  in any of such events,
                         Owner may elect to terminate this lease by written
                         notice to Tenant,  given within 90 days after such
                         fire  or  casualty,  specifying  a  date  for  the
                         expiration  of the lease,  which date shall not be
                         more than 60 days after the giving of such notice,
                         and upon the date  specified  in such  notice  the
                         term of this  lease  shall  expire  as  fully  and
                         completely as if such date were the date set forth
                         above for the termination of this lease and Tenant
                         shall  forthwith  quit,  surrender  and vacate the
                         premises  without  prejudice  however,  to Owner's
                         rights and remedies against Tenant under the lease
                         provisions  in effect  prior to such  termination,
                         and any rent  owing  shall be paid up to such date
                         and any payments of rent made by Tenant which were
                         on account of any period  subsequent  to such date
                         shall be  returned to Tenant.  Unless  Owner shall
                         repairs and  restorations  under the conditions of
                         (b)   and  (c)   hereof,   with   all   reasonable
                         expedition, subject to delays due to adjustment of
                         insurance claims, labor troubles and causes beyond
                         Owner's control.  After any such casualty,  Tenant
                         shall   cooperate  with  Owner's   restoration  by
                         removing   from  the   premises   as  promptly  as
                         reasonably  possible,  all of Tenant's salvageable
                         inventory and movable  equipment,  furniture,  and
                         other property.  Tenant's liability for rent shall
                         resume  five (5) days after  written  notice  from
                         Owner that the  premises are  substantially  ready
                         for  Tenant's  occupancy,  (e)  Nothing  contained
                         hereinabove  shall relieve  Tenant from  liability
                         that may exist as a result of damage  from fire or
                         other  casualty.  Notwithstanding  the  foregoing,
                         each party  shall look first to any  insurance  in
                         its favor  before  making  any claim  against  the
                         other  party  for  recovery  for  loss  or  damage
                         resulting from fire or other casualty,  and to the
                         extent  that  such   insurance  is  in  force  and
                         collectible  and to the extent  permitted  by law,
                         Owner and Tenant each hereby  releases  and waives
                         all right of recovery against the other or any one
                         claiming  through  or under each of them by way of
                         subrogation  or otherwise.  The foregoing  release
                         and  waiver   shall  be  in  force  only  if  both
                         releasors'  insurance  policies  contain  a clause
                         providing  that such a release or waiver shall not
                         invalidate the  insurance.  If, and to the extent,
                         that  such  waiver  can be  obtained  only  by the
                         payment  of  additional  premiums,  then the party
                         benefiting  from the waiver shall pay such premium
                         within ten days after  written  demand or shall be
                         deemed to have  agreed  that the  party  obtaining
                         insurance  coverage  shall be free of any  further
                         obligation   under  the  provisions   hereof  with
                         respect   to   waiver   of   subrogation.   Tenant
                         acknowledges  that Owner will not carry  insurance
                         on Tenant's  furniture  and/or  furnishings or any
                         fixtures   or    equipment,    improvements,    or
                         appurtenances  removable by Tenant and agrees that
                         Owner will not be  obligated  to repair any damage
                         thereto or  replace  the same.  (f) Tenant  hereby
                         waives the  provisions  of Section 227 of the Real
                         Property  Law and agrees  that the  provisions  of
                         this  article  shall  govern  and  control in lieu
                         thereof.

Eminent                  10.  If the  whole  or  any  part  of the  demised
Domain:                  premises shall be acquired or condemned by Eminent
                         Domain  for  any  public  or  quasi-public  use or
                         purpose,  then and in that event, the term of this
                         lease shall cease and  terminate  from the date of
                         title vesting in such  proceeding and Tenant shall
                         have no claim for the value of any unexpired  term
                         of said lease.

Assignment,              11. Tenant, for itself,  its heirs,  distributees,
Mortgage,                executors,  administrators, legal representatives,
Etc.:                    successors and assigns,  expressly  covenants that
                         it shall not assign,  mortgage  or  encumber  this
                         agreement,  nor underlet,  or suffer or permit the
                         demised premises or any part thereof to be used by
                         others, without the prior written consent of Owner
                         in each instance.  Transfer of the majority of the
                         stock of a  corporate  Tenant  shall be  deemed an
                         assignment.  If this lease be assigned,  or if the
                         demised  premises or any part  thereof be underlet
                         or occupied by anybody  other than  Tenant,  Owner
                         may,  after  default by Tenant,  collect rent from
                         the assignee,  under-tenant or occupant, and apply
                         the  net  amount  collected  to  the  rent  herein
                         reserved,  but no such  assignment,  underletting,
                         occupancy or  collection  shall be deemed a waiver
                         of  this  covenant,   or  the  acceptance  of  the
                         assignee, under-tenant or occupant as tenant, or a
                         release of Tenant from the further  performance by
                         Tenant of covenants  on the part of Tenant  herein
                         contained.  The consent by Owner to an  assignment
                         or underletting shall not in any wise be construed
                         to  relieve  Tenant  from  obtaining  the  express
                         consent  in  writing  of  Owner  to  any   further
                         assignment or underletting.

Electric                 12. Rates and conditions in respect to submetering
Current:                 or rent  inclusion,  as the case may be, are to be
                         added in RIDER attached  hereto.  Tenant covenants
                         and agrees  that at all times its use of  electric
                         current  shall not exceed the capacity of existing
                         leeders  to the  building  or the risers or wiring
                         installation and Tenant may not use any electrical
                         equipment  which, in Owner's  opinion,  reasonably
                         exercised,  will  overload such  installations  or
                         interfere with the use thereof by other tenants of
                         the  building.  The  change  at  any  time  of the
                         character  of  electric  service  shall in no wise
                         make Owner liable or  responsible  to Tenant,  for
                         any loss,  damages or  expenses  which  Tenant may
                         sustain.

Access to                13.  Owner or Owner's  agents shall have the right
Premises:                (but shall not be  obligated) to enter the demised
                         premises  in any  emergency  at any time,  and, at
                         other reasonable times, to examine the same and to
                         make such repairs,  replacements  and improvements
                         as  Owner  may  deem   necessary  and   reasonably
                         desirable  to any portion of the building or which
                         Owner may elect to perform in the  premises  after
                         Tenant's  failure to make  repairs or perform  any
                         work which Tenant is  obligated  to perform  under
                         this lease,  or for the purpose of complying  with
                         laws,   regulations   and  other   directions   of
                         governmental  authorities.   Tenant  shall  permit
                         Owner to use and  maintain  and replace  pipes and
                         conduits in and through the demised  premises  and
                         to erect new pipes and conduits therein  provided,
                         wherever  possible,   they  are  within  walls  or
                         otherwise   concealed.   Owner  may,   during  the
                         progress of any work in the demised premises, take
                         all necessary  materials  and equipment  into said
                         premises without the same constituting an eviction
                         nor shall the Tenant be entitled to any  abatement
                         of rent while such work is in progress  nor to any
                         damages  by  reason  of  loss or  interruption  of
                         business or otherwise.  Throughout the term hereof
                         Owner  shall  have the right to enter the  demised
                         premises  at  reasonable  hours for the purpose of
                         showing  the  same to  prospective  purchasers  or
                         mortgagees  of the  building,  and during the last
                         six months of the term for the  purpose of showing
                         the same to  prospective  tenants and may,  during
                         said six months  period,  place upon the  premises
                         the usual  notices  "To Let" and "For Sale"  which
                         notices  Tenant  shall  permit to  remain  thereon
                         without  molestation.  If Tenant is not present to
                         open and permit an entry into the premises,  Owner
                         or Owner's agents may enter the same whenever such
                         entry may be  necessary or  permissible  by master
                         key or forcibly  and provided  reasonable  care is
                         exercised to  safeguard  Tenant's  property,  such
                         entry shall not render Owner or its agents  liable
                         therefor,  nor in any event shall the  obligations
                         of Tenant  hereunder  be  affected.  If during the
                         last month of the term Tenant  shall have  removed
                         all  or  substantially  all of  Tenant's  property
                         therefrom,  Owner may  immediately  enter,  alter,
                         renovate  or  redecorate   the  demised   premises
                         without   limitation  or  abatement  of  rent,  or
                         incurring liability to Tenant for any compensation
                         and such act shall have no effect on this lease or
                         Tenant's obligations hereunder.

Area:                    Building is leased hereunder,  anything  contained
                         in or indicated on any sketch, blue print or plan,
                         or anything  contained  elsewhere in this lease to
                         the  contrary  notwithstanding.   Owner  makes  no
                         representation  as to the location of the property
                         line of the  building.  All vaults and vault space
                         and all such areas not within the property line of
                         the building, which Tenant may be permitted to use
                         and/or occupy, is to be used and/or occupied under
                         a revocable  license,  and if any such  license be
                         revoked, or if the amount of such space or area be
                         diminished  or required by any  federal,  state or
                         municipal authority or public utility, Owner shall
                         not be subject to any  liability  nor shall Tenant
                         be entitled to any  compensation  or diminution or
                         abatement  of rent,  nor  shall  such  revocation,
                         diminution or requisition  be deemed  constructive
                         or  actual  eviction.  Any tax,  fee or  charge of
                         municipal authorities for such vault or area shall
                         be paid by Tenant,  if used by Tenant,  whether or
                         not specifically leased hereunder.

Occupancy:               15.  Tenant will not at any time use or occupy the
                         demised  premises in violation of the  certificate
                         of occupancy  issued for the building of which the
                         demised premises are a part.  Tenant has inspected
                         the premises  and accepts  them as is,  subject to
                         the riders  annexed hereto with respect to Owner's
                         work,  if  any.  In  any  event,  Owner  makes  no
                         representation as to the condition of the premises
                         and Tenant  agrees to accept  the same  subject to
                         violations,  whether  or  not  of  record.  If any
                         governmental  license or permit  shall be required
                         for the  proper and  lawful  conduct  of  Tenant's
                         business,  Tenant  shall  be  responsible  for and
                         shall procure and maintain such license or permit.

Bankruptcy:              16. (a)  Anything  elsewhere  in this lease to the
                         contrary   notwithstanding,   this  lease  may  be
                         cancelled by Owner by sending of a written  notice
                         to  Tenant  within a  reasonable  time  after  the
                         happening  of any  one or  more  of the  following
                         events:   (1)  the   commencement  of  a  case  in
                         bankruptcy  or under the laws of any state  naming
                         Tenant as the debtor;  or (2) the making by Tenant
                         of an assignment or any other  arrangement for the
                         benefit  of  creditors  under any  state  statute.
                         Neither Tenant nor any person claiming  through or
                         under Tenant, or by reason of any statute or order
                         of court,  shall  thereafter  be  entitled  to the
                         premises.  If this  lease  shall  be  assigned  in
                         accordance with its terms,  the provisions of this
                         Article 16 shall be  applicable  only to the party
                         then owning Tenant's interest in this lease.

                             (b) It is stipulated  and  agreed  that in the
                         event of the termination of this lease pursuant to
                         (a) hereof, Owner shall forthwith, notwithstanding
                         any  other   provisions   of  this  lease  to  the
                         contrary,  be entitled  to recover  from Tenant as
                         and for liquidated  damages an amount equal to the
                         difference  between the rental reserved  hereunder
                         for the unexpired  portion of the term demised and
                         the  fair  and  reasonable  rental  value  of  the
                         demised  premises  for  the  same  period.  In the
                         computation of such damages the difference between
                         any  installment  of rent  becoming due  hereunder
                         after  the  date of  termination  and the fair and
                         reasonable  rental  value of the demised  premises
                         for the  period  for which  such  installment  was
                         payable   shall  be  discounted  to  the  date  of
                         termination  at the rate of four  percent (4%) per
                         annum.  If such  premises  or any part  thereof be
                         re-let by the Owner for the unexpired term of said
                         lease, or any part thereof, before presentation of
                         proof of such  liquidated  damages  to any  court,
                         commission   or  tribunal,   the  amount  of  rent
                         reserved upon such reletting shall be deemed to be
                         the fair and reasonable  rental value for the part
                         or the whole of the premises so re-let  during the
                         term of re-letting. Nothing herein contained shall
                         limit or prejudice the right of the Owner to prove
                         for and obtain as liquidated  damages by reason of
                         such  termination,  an amount equal to the maximum
                         allowed by any statute or role of law in effect at
                         the time when,  and governing the  proceedings  in
                         which,  such damages are to be proved,  whether or
                         not such amount be greater, equal to, or less than
                         the amount of the difference referred to above.

Default:                 17. (1) If Tenant  defaults in  fulfilling  any of
                         the   covenants  of  this  lease  other  than  the
                         covenants  for the  payment of rent or  additional
                         rent; or if the demised premises becomes vacant or
                         deserted  "or if this lease be rejected  under ss.
                         235 of  Title  11 of  the  U.S.  Code  (bankruptcy
                         code);" or if any execution or attachment shall be
                         issued against Tenant or any of Tenant's  property
                         whereupon the demised  premises  shall be taken or
                         occupied  by  someone  other  than  Tenant;  or if
                         Tenant  shall  make  default  with  respect to any
                         other lease between Owner and Tenant; or if Tenant
                         shall have  failed,  after  five (5) days  written
                         notice, to redeposit with Owner any portion of the
                         security  deposited   hereunder  which  Owner  has
                         applied to the payment of any rent and  additional
                         rent due and payable  hereunder  or failed to move
                         into or take  possession  of the  premises  within
                         fifteen  (15) days after the  commencement  of the
                         terms of this lease,  of which fact owner shall be
                         the  sole  judge;  then in any one or more of such
                         events, upon Owner serving a written five (5) days
                         notice upon Tenant  specifying  the nature of said
                         default and upon the  expiration  of said five (5)
                         days,  if Tenant  shall have failed to comply with
                         or remedy such default,  or if the said default or
                         omission  complained  of shall be of a nature that
                         the same  cannot be  completely  cured or remedied
                         within  said  five (5) day  period,  and if Tenant
                         shall not have  diligently  commenced  during such
                         default within such five (5) day period, and shall
                         not thereafter  with  reasonable  diligence and in
                         good  faith,   proceed  to  remedy  or  cure  such
                         default,  then Owner may serve a written three (3)
                         days'  notice of  cancellation  of this lease upon
                         Tenant,  and upon the expiration of said three (3)
                         days this lease and the term thereunder  shall end
                         and  expire  as  fully  and  completely  as if the
                         expiration  of such three (3) day period  were the
                         day  herein  definitely  fixed  for  the  end  and
                         expiration  of this lease and the term thereof and
                         Tenant shall then quit and  surrender  the demised
                         premises to Owner but Tenant shall  remain  liable
                         as hereinafter provided.

                             (2) If the notice  provided  for in (1) hereof
                         shall have been given,  and the terms shall expire
                         as  aforesaid:  or if Tenant shall make default in
                         the  payment  of the rent  reserved  herein or any
                         item of  additional  rent herein  mentioned or any
                         part of  either or in  making  any  other  payment
                         herein  required;  then and in any of such  events
                         Owner may  without  notice,  re-enter  the demised
                         premises   either  by  force  or  otherwise,   and
                         dispossess   Tenant  by  summary   proceedings  or
                         otherwise,  and the legal representative of Tenant
                         or other occupant of demised premises  re-enter or
                         to  institute  legal  proceedings  to that end. If
                         Tenant shall make default  hereunder  prior to the
                         date fixed as the  commencement  of any renewal or
                         extension  of this  lease,  Owner may  cancel  and
                         terminate  such renewal or extension  agreement by
                         written notice.

Remedies of              18.  In  case  of  any  such  default,   re-entry,
Owner and                expiration    and/or    dispossess    by   summary
Waiver of                proceedings  or  otherwise,   (a)  the  rent,  and
Redemption:              additional rent, shall become due thereupon and be
                         paid up to the time of such  re-entry,  dispossess
                         and/or  expiration,   (b)  Owner  may  re-let  the
                         premises or any part or parts  thereof;  either in
                         the  name of  Owner  or  otherwise,  for a term or
                         terms, which may at Owner's option be less than or
                         exceed  the  period  which  would  otherwise  have
                         constituted  the balance of the term of this lease
                         and may grant concessions or free rent or charge a
                         higher rental than that in this lease,  (c) Tenant
                         or the legal  representatives of Tenant shall also
                         pay Owner as liquidated damages for the failure of
                         Tenant  to  observe  and  perform  said   Tenant's
                         covenants herein contained, any deficiency between
                         the rent hereby reserved  and/or  covenanted to be
                         paid  and the net  amount,  if any,  of the  rents
                         collected  on account of the  subsequent  lease or
                         leases of the demised  premises  for each month of
                         the period which would otherwise have  constituted
                         the balance of the term of this lease. The failure
                         of Owner to  re-let  the  premises  or any part or
                         parts thereof shall not release or affect Tenant's
                         liability   for   damages.   In   computing   such
                         liquidated  damages  there  shall  be added to the
                         said  deficiency  such expenses as Owner may incur
                         in  connection  with  re-letting,  such  as  legal
                         expenses, attorneys' fees, brokerage,  advertising
                         and for keeping the demised premises in good order
                         or for preparing the same for re-letting. Any such
                         liquidated   damages  shall  be  paid  in  monthly
                         installments  by Tenant on the rent day  specified
                         in this  lease any suit  brought  to  collect  the
                         amount of the  deficiency  for any month shall not
                         prejudice  in any  way  the  rights  of  Owner  to
                         collect the deficiency for any subsequent month by
                         a  similar  proceeding.   Owner,  in  putting  the
                         demised  premises in good order or  preparing  the
                         same for re-rental  may, at Owner's  option,  make
                         such alterations,  repairs,  replacements,  and/or
                         decorations in the demised  premises as Owner,  in
                         Owner's sole  judgment,  considers  advisable  and
                         necessary  for  the  purpose  of  re-letting   the
                         demised   premises,   and  the   making   of  such
                         alterations,    repairs,   replacements,    and/or
                         decorations  shall not operate or be  construed to
                         release   Tenant  from   liability   hereunder  as
                         aforesaid.  Owner  shall in no event be  liable in
                         any way  whatsoever  for  failure  to  re-let  the
                         demised premises, or in the event that the demised
                         premises  are  re-let,  for failure to collect the
                         rent thereof under such re-letting, an in no event
                         shall Tenant be entitled to receive any excess, if
                         any,  of such net  rents  collected  over the sums
                         payable by Tenant to Owner hereunder. In the event
                         of a breach or threatened  breach by Tenant of any
                         of the covenants or provisions hereof, Owner shall
                         have the  right  of  injunction  and the  right to
                         invoke any  remedy  allowed at law or in equity as
                         if  re-entry,   summary   proceedings   and  other
                         remedies were not herein provided for.  Mention in
                         this  lease of any  particular  remedy,  shall not
                         preclude Owner from any other remedy, in law or in
                         equity. Tenant hereby expressly waives any and all
                         rights  of  redemption  granted  by or  under  any
                         present  or  future  laws.

Fees and                 19. If Tenant shall  default in the  observance or
Expenses:                 performance  of any term or  covenant  on Tenant's
                         part  to be  observed  or  performed  under  or by
                         virtue  of any of the terms or  provisions  in any
                         article  of this  lease,  then,  unless  otherwise
                         provided   elsewhere  in  this  lease,  Owner  may
                         immediately or at any time  thereafter and without
                         notice    perform   the   obligation   of   Tenant
                         thereunder.  If  Owner,  in  connection  with  the
                         foregoing  or in  connection  with any  default by
                         Tenant  in the  covenant  to pay  rent  hereunder,
                         makes any  expenditures  or incurs any obligations
                         for  the  payment  of  money,  including  but  not
                         limited  to  attorney's   fees,  in   instituting,
                         prosecuting    or   defending    any   action   or
                         proceedings,  then Tenant will reimburse Owner for
                         such  sums  so paid or  obligation  incurred  with
                         interest  and  costs.   The   foregoing   expenses
                         incurred  by reason of Tenant's  default  shall be
                         deemed to be additional  rent  hereunder and shall
                         be paid by Tenant to Owner within five (5) days of
                         rendition  of any  bill  or  statement  to  Tenant
                         therefor.   If  Tenant's  lease  term  shall  have
                         expired at the time of making of such expenditures
                         or incurring of such obligations,  such sums shall
                         be recoverable  by Owner as damages.

Building                 20. Owner shall have the right at any time without
Alterations              the same  constituting  an  eviction  and  without
and                      incurring  liability to Tenant  therefor to change
Management:              the   arrangement   and  or   location  of  public
                         entrances,     passageways,    doors,    doorways,
                         corridors,  elevators,  stairs,  toilets  or other
                         public  parts of the  building  and to change  the
                         name,  number or designation by which the building
                         may be  known.  There  shall  be no  allowance  to
                         Tenant  for  diminution  of  rental  value  and no
                         liability  on the  part  of  Owner  by  reason  of
                         inconvenience,  annoyance  or injury  to  business
                         arising  from  Owner or other  Tenant  making  any
                         repairs in the  building or any such  alterations,
                         additions and  improvements.  Furthermore,  Tenant
                         shall not have any claim  against  Owner by reason
                         of  Owner's  imposition  of  any  controls  of the
                         manner  of  access  to the  building  by  Tenant's
                         social or business  visitors as the Owner may deem
                         necessary for the security of the building and its
                         occupants.

No Representations       21. Neither Owner nor Owner's agents have made any
by Owner:                representations  or promises  with  respect to the
                         physical condition of the building,  the land upon
                         which it is erected or the demised  premises,  the
                         rents, leases,  expenses of operation or any other
                         matter  or  thing  affecting  or  related  to  the
                         demised  premises or the building except as herein
                         expressly  set forth and no rights,  easements  or
                         licenses are acquired by Tenant by  implication or
                         otherwise  except  as  expressly  set forth in the
                         provisions of this lease. Tenant has inspected the
                         building   and  the   demised   premises   and  is
                         thoroughly  acquainted  with their  condition  and
                         agrees  to  take  the  same  "as  is" on the  date
                         possession is tendered and  acknowledges  that the
                         taking of  possession  of the demised  premises by
                         Tenant shall be conclusive  evidence that the said
                         premises and the building of which the same form a
                         part were in good and  satisfactory  condition  at
                         the time such  possession was so taken,  except as
                         to  latent   defects.   All   understandings   and
                         agreements  heretofore  made  between  the parties
                         hereto are merged in this  contract,  which  alone
                         fully  and  completely   expresses  the  agreement
                         between   Owner  and  Tenant  and  any   executory
                         agreement  hereafter  made shall be ineffective to
                         part,  unless  such  executory   agreement  is  in
                         writing  and  signed  by the  party  against  whom
                         enforcement of the change, modification, discharge
                         or abandonment is sought.

End of Term:             22. Upon the  expiration or other  termination  of
                         the  term of this  lease,  Tenant  shall  quit and
                         surrender  to Owner the  demised  premises,  broom
                         clean, in good order and condition,  ordinary wear
                         and damages which Tenant is not required to repair
                         as provided elsewhere in this lease excepted,  and
                         Tenant  shall  remove  all its  property  from the
                         demised premises.  Tenant's obligations to observe
                         or  perform  this   covenant   shall  survive  the
                         expiration or other  termination of this lease. If
                         the  last  day of the  term of this  lease  or any
                         renewal thereof, falls on Sunday, this lease shall
                         expire at noon on the preceding Saturday unless it
                         be a legal  holiday in which case it shall  expire
                         at noon on the preceding business day.

Quiet                    23.  Owner  covenants  and agrees with Tenant that
Enjoyment:               upon Tenant  paying the rent and  additional  rent
                         and  observing  and   performing  all  the  terms,
                         covenants and  conditions,  on Tenant's part to be
                         observed and  performed,  Tenant may peaceably and
                         quietly   enjoy  the  premises   hereby   demised,
                         subject, nevertheless, to the terms and conditions
                         of  this  lease  including,  but not  limited  to,
                         Article  34  hereof  and  to  the  ground  leases,
                         underlying   leases  and  mortgages   hereinbefore
                         mentioned.

Failure                  24. If Owner is unable to give  possession  of the
to give                  demised  premises on the date of the  commencement
Possession:              of the term hereof, because of the holding-over or
                         retention of possession of any tenant, undertenant
                         or  occupants  or  if  the  demised  premises  are
                         located in a building being  constructed,  because
                         such building has not been sufficiently  completed
                         to  make  the  premises  ready  for  occupancy  or
                         because  of  the  fact  that  a   certificate   of
                         occupancy  has not be procured or if Owner has not
                         completed  any work  required to be  performed  by
                         Owner, or for any other reason, Owner shall not be
                         subject  to any  liability  for  failure  to  give
                         possession  on said date and the  validity  of the
                         lease   shall   not   be   impaired   under   such
                         circumstances,  nor shall the same be construed in
                         any way to extend the terms of this lease, but the
                         rent payable hereunder  shall be abated  (provided
                         Tenant is not responsible for Owner's inability to
                         obtain  possession or complete any work  required)
                         soon after  Owner shall have given  Tenant  notice
                         that the  premises  are  substantially  ready  for
                         Tenant's  occupancy.  If  permission  is  given to
                         Tenant to enter into the possession of the demised
                         premises  or to  occupy  premises  other  than the
                         demised  premises  prior to the date  specified as
                         the commencement of the term of this lease, Tenant
                         covenants and agrees that such occupancy  shall be
                         deemed  to be  under  all  the  terms,  covenants,
                         conditions and provisions of this lease, except as
                         to the  covenant to pay rent.  The  provisions  of
                         this  article  are  intended  to  constitute   "an
                         express  provision  to the  contrary"  within  the
                         meaning  of  Section  323-a of the New  York  Real
                         Property Law.

No Waiver:               25.  The  failure  of  Owner to seek  redress  for
                         violation   of,  or  to  insist  upon  the  strict
                         performance of  any covenant  or condition of this
                         lease  or any of the  Rules  or  Regulations,  set
                         forth or  hereafter  adopted  by Owner,  shall not
                         prevent  a   subsequent   act  which   would  have
                         originally constituted a violation from having all
                         the force and effect of an original violation. The
                         receipt  by Owner of rent  with  knowledge  of the
                         breach of any  covenant of this lease shall not be
                         deemed a waiver of such breach and no provision of
                         this lease  shall be deemed to have been waived by
                         Owner  unless such waiver be in writing  signed by
                         Owner. No payment by Tenant or receipt by Owner of
                         a lesser  amount  than  the  monthly  rent  herein
                         stipulated  shall be  deemed  to be other  than on
                         account of the earliest stipulated rent, nor shall
                         any  endorsement  or statement of any check or any
                         letter  accompanying  any check or payment as rent
                         be deemed an accord  and  satisfaction,  and Owner
                         may accept such check or payment without prejudice
                         to Owner's  right to recover  the  balance of such
                         rent or  pursue  any other  remedy  in this  lease
                         provided.  All checks tendered to Owner as and for
                         the rent of the demised  premises  shall be deemed
                         payment for the account of Tenant.  Acceptance  by
                         Owner of rent from anyone  other than Tenant shall
                         not be  deemed  to  operate  as an to Owner by the
                         payor of such rent or as a consent  by Owner to an
                         assignment  or subletting by Tenant of the demised
                         premises to such payor,  or as a  modification  of
                         the provisions of this lease. No act or thing done
                         by Owner or Owner's  agent  during the term hereby
                         demised   shall  be  deemed  as  acceptance  of  a
                         surrender  of said  premises  and no  agreement to
                         accept  such  surrender  shall be valid  unless in
                         writing  signed by Owner.  No employee of Owner or
                         Owner's  agent  shall have any power to accept the
                         keys of said premises prior to the  termination of
                         the  lease  and the  delivery  of keys to any such
                         agent  or   employee   shall  not   operate  as  a
                         termination  of the  lease or a  surrender  of the
                         premises.

Waiver of                26. It is mutually agreed by and between Owner and
Trial by Jury:           Tenant that the  respective  parties  hereto shall
                         and  they  hereby  do  waive  trial by jury in any
                         action,  preceeding  or  counterclaim  brought  by
                         either of the  parties  hereto  against  the other
                         (except for  personal  injury or property  damage)
                         and any matters  wherever arising out of or in any
                         way connected with this lease, the relationship of
                         Owner and Tenant,  Tenant's use of or occupancy of
                         said premises,  and any emergency statutory or any
                         other  statutory  remedy.  It is further  mutually
                         agreed  that  in the  event  Owner  commences  any
                         summary proceeding for possession of the premises,
                         Tenant  will not  interpose  any  counterclaim  of
                         whatever   nature  or   description  in  any  such
                         preceeding.

Inability to             27. This lease and the obligation of Tenant to pay
Perform:                 rent  hereunder  and  perform  all  of  the  other
                         covenants  and  agreements  hereunder  on  part of
                         Tenant  to  be  performed  shall  in  no  wise  be
                         affected,  impaired  or excused  because  Owner is
                         unable to  fulfill  any of its  obligations  under
                         this lease or to or is delayed for  supplying  any
                         service  expressly or implicitly to be supplied or
                         is unable to make,  or is  delayed  in making  any
                         repair,  additions,  alterations or decorations or
                         is unable to supply or is delayed in supplying any
                         equipment  or  fixtures if Owner is  prevented  or
                         delayed   from  so  doing  by  reason  of or labor
                         troubles as any event  whatsoever  beyond  Owner's
                         sole  control  including,   but  not  limited  to,
                         government in connection with a National Emergency
                         or by  reason  of any  rule,  order or  regulation
                         government  agency or by reason of the  conditions
                         of  supply  and  demand  which  have  been  or are
                         affected by war or other emergency.

Title and                28. Except as otherwise in this lease provided,  a
Notices:                 bill,  statement,  notice or  communication  which
                         Owner may desire or be required to give to Tenant,
                         shall be deemed sufficiently given or rendered to,
                         in writing, delivered to Tenant personally or sent
                         by  registered  or  certified  mail  addressed  to
                         Tenant  at  the  building  of  which  the  demised
                         premises   form  a  part  or  at  the  last  known
                         residence address or business address of Tenant or
                         left at any of the aforesaid premises addressed to
                         Tenant,  at the time of the rendition of such bill
                         or  statement  and of the giving of such notice or
                         communication  shall be deemed to be the time when
                         the same is delivered to Tenant,  mailed,  or left
                         at the premises as herein provided.  Any notice by
                         Tenant to Owner  must be served by  registered  or
                         certified  mail  addressed to Owner at the address
                         first  hereinabove  given or at such other address
                         as owner shall designate by written notice.

Water                    29. If Tenant requires, uses or consumes water for
Charges:                 any  purpose  in  addition  to  ordinary  lavatory
                         purposes (of which fact Tenant  constitutes  Owner
                         to be the sole  judge)  Owner may  install a water
                         meter   and   thereby   measure   Tenant's   water
                         consumption  for all  purposes.  Tenant  shall pay
                         Owner  for the cost of the  meter  and the cost of
                         the  installation,   thereof  and  throughout  the
                         duration of Tenant's  occupancy  Tenant shall keep
                         said  meter  and  installation  equipment  in good
                         working  order and repair at Tenant's own cost and
                         expense in  default of which  Owner may cause such
                         meter and equipment to be replaced or repaired and
                         collect  the  cost   thereof   from   Tenant,   as
                         additional  rent.  Tenant  agrees to pay for water
                         consumed, as shown on said meter as and when bills
                         are rendered and on default in making such payment
                         Owner may pay such  charges  and  collect the same
                         from Tenant,  as additional rent. Tenant covenants
                         and agrees to pay, as additional  rent,  the sewer
                         rent,  charge  or any  other  tax,  rent,  levy or
                         charge which now or hereafter is assessed, imposed
                         or a lien upon the demised  premises or the realty
                         of which they are part  pursuant to law,  order or
                         regulation  made or issued in connection  with the
                         use, consumption,  maintenance or supply of water,
                         water  system or sewage  or sewage  connection  or
                         system. If the building or the demised premises or
                         any part thereof is supplied  with water through a
                         meter  through  which  water is also  supplied  to
                         other  premises  Tenant  shall  pay to  Owner,  as
                         additional  rent,  on the first day of each month,
                         $50.00  of the total  meter  charges  as  Tenant's
                         portion.  Independently  of and in addition to any
                         of the remedies  reserved to Owner  hereinabove or
                         elsewhere  in this  lease,  Owner  may sue for and
                         collect any monies to be paid by Tenant or paid by
                         Owner  for  any  of  the   reasons   or   purposes
                         hereinabove  set forth.

Sprinklers:              30.  Anything  elsewhere  in  this  lease  to  the
                         contrary notwithstanding, if the New York Board of
                         Fire  Underwriters  or the New York Fire Insurance
                         Exchange or any  business,  department or official
                         of the federal, state or city government recommend
                         or require the  installation of a sprinkler system
                         or that any changes, modifications, alterations or
                         additional  sprinkler  heads or other equipment be
                         made or supplied in an existing  sprinkler  system
                         by reason of Tenant's business, or the location of
                         partitions,  trade fixtures,  or other contents of
                         the demised premises,  or for any other reason, or
                         if  any  such  sprinkler   system   installations,
                         modifications,  alterations,  additional sprinkler
                         heads  or other  equipment,  become  necessary  to
                         prevent  the  imposition  of a  penalty  or charge
                         against the full allowance for a sprinkler  system
                         in the  first  insurance  date  set  by  any  said
                         Exchange or by any fire insurance company,  Tenant
                         shall,  at Tenant's  expense,  promptly  make such
                         sprinkler    system    installations,     changes,
                         modifications,  alterations, and supply additional
                         sprinkler  heads or other  equipment  as  required
                         whether the work  involved  shall be structural or
                         non-structural  in  nature.  Tenant  shall  pay to
                         Owner as additional rent the sum of $50.00, on the
                         first day of each  month  during  the term of this
                         lease,  as Tenant's  portion of the contract price
                         for sprinkler supervisory service.

Elevators,               31. As long as Tenant is not in default  under any
Heat,                    of the  covenants of this lease Owner  shall:  (a)
Cleaning:                provide necessary passenger elevator facilities on
                         business  days  from  8  a.m.  to 6  p.m.  and  on
                         Saturdays  from 8 a.m.  to 1 p.m.;  (b) if freight
                         elevator  service  is  provided,   same  shall  be
                         provided  only on  regular  business  days  Monday
                         through Friday  inclusive,  and on those days only
                         between  the  hours  of 9  a.m.  and 12  noon  and
                         between 1 p.m. and 9 p.m.; (c) furnish heat, water
                         and  other  services  supplied  by  Owner  to  the
                         demised premises,  when and as required by law, on
                         business  days  from  8  a.m.  to 6  p.m.  and  on
                         Saturdays  from 8 a.m.  to 1 p.m.;  (d)  clean the
                         marble halls and public partitions of the building
                         which are used in common  by all  tenants.  Tenant
                         shall,  at  Tenant's  expense,  keep  the  demised
                         premises,  including  the  windows,  clean  and in
                         order, to the  satisfaction of Owner, and for that
                         purpose  shall  employ  the  person or  persons or
                         corporation approved by Owner. Tenant shall pay to
                         Owner  the  cost  of  removal  of any of  Tenant's
                         refuse and rubbish from the building halls for the
                         same shall be  rendered by Owner to Tenant at such
                         time as  Owner  may  elect  and  shall  be due and
                         payable  hereunder,  and the  amount of such bills
                         shall be deemed to be, and be paid as,  additional
                         rent.  Tenant shall,  however,  have the option of
                         independently  contracting for the removal of such
                         rubbish  and refuse in the event that  Tenant does
                         not wish to have same done by  employees of Owner.
                         Under such circumstances,  however, the removal of
                         such refuse and rubbish by others shall be subject
                         to such rules and regulations as, in the judgement
                         of Owner,  are necessary for the proper  operation
                         of the building.  Owner reserves the right to stop
                         service of the  heating,  elevator,  plumbing  and
                         electric  systems,  when  necessary,  by reason of
                         accident,   or   emergency,    or   for   repairs,
                         alterations,  replacements or improvements, in the
                         judgement  of Owner  desirable  or necessary to be
                         made,    until    said    repairs,    alterations,
                         replacements  or  improvements   shall  have  been
                         completed.  If the  building  of which the demised
                         premises  are a part  supplies  manually  operated
                         elevator   service,   Owner   may   proceed   with
                         alterations   necessary  to  substitute  automatic
                         control elevator service upon ten (10) day written
                         notice to Tenant  without in any way affecting the
                         obligations of Tenant hereunder, provided that the
                         same  shall be done  with the  minimum  amount  of
                         inconvenience  to Tenant,  and Owner  pursues with
                         due diligence the  completion of the  alterations.

                         32.   $12,696.66  as  security  for  the  faithful
                         performance and observance by Tenant of the terms,
                         provisions  and  conditions  of this lease;  it is
                         agreed  that  in  the  event  Tenant  defaults  in
                         respect  of  any  of  the  terms,  provisions  and
                         conditions  of  this  lease,  including,  but  not
                         limited  to, the  payment  of rent and  additional
                         rent,  Owner may use, apply or retain the whole or
                         any  part  of the  security  so  deposited  to the
                         extent  required  for the  payment of any rent and
                         additional  rent  or any  other  sum  as to  which
                         tenant is in  default  or for any sum which  Owner
                         may expend or may be  required to expend by reason
                         of  Tenant's  default  in  respect  of  any of the
                         terms,  covenants  and  conditions  of this lease,
                         including  but not  limited  to,  any  damages  or
                         deficiency  in the  re-letting  of  the  premises,
                         whether such damages or deficiency  accrued before
                         or after summary  proceedings or other re-entry by
                         Owner.  In the event that  Tenant  shall fully and
                         faithfully   comply   with   all  of  the   terms,
                         provisions,   covenants  and  conditions  of  this
                         lease,  the  security  shall be returned to Tenant
                         after  the date  fixed as the end of the Lease and
                         after delivery of entire possession of the demised
                         premises  to Owner.  In the event of a sale of the
                         land and building or leasing of the  building,  of
                         which  the  demised  premises  form a part,  Owner
                         shall have the right to transfer  the  security to
                         the vendee or lessee and Owner shall  thereupon be
                         released  by  Tenant  from all  liability  for the
                         return of such security; and Tenant agrees to look
                         to the new  Owner  solely  for the  return of said
                         security,  and it is  agreed  that the  provisions
                         hereof shall apply to every transfer or assignment
                         made  of  the  security  to a  new  Owner.  Tenant
                         further  covenants  that it  will  not  assign  or
                         encumber  or  attempt  to assign or  encumber  the
                         monies  deposited  herein  as  security  and  that
                         neither Owner nor its  successors or assigns shall
                         be  bound  by any  such  assignment,  encumbrance,
                         attempted assignment or attempted encumbrance.

Captions:                33. The Captions are inserted  only as a matter of
                         convenience  and  for  reference  and  in  no  way
                         define,  limit or describe the scope of this lease
                         nor the intent of any provision thereof.

Definitions:             34. The term  "Owner" as used in this lease  means
                         only the owner of the fee or of the  leasehold  of
                         the building, or the mortgagee in possession,  for
                         the time  being of the land and  building  (or the
                         owner  of a lease of the  building  or of the land
                         and building) of which the demised premises form a
                         part, so that in the event of any sale or sales of
                         said land and building or of said lease, or in the
                         event of a lease of said building,  or of the land
                         and  building,  the said Owner shall be and hereby
                         is entirely  freed and  relieved of all  covenants
                         and obligations of Owner  hereunder,  and it shall
                         be deemed and construed  without further agreement
                         between  the  parties  or  their   successors   in
                         interest,   or  between   the   parties   and  the
                         purchaser, at any such sale, or the said lessee of
                         the building,  or of the land and  building,  that
                         the  purchaser  or the lessee of the  building has
                         assumed  and  agreed  to  carry  out  any  and all
                         covenants and obligations of Owner hereunder.  The
                         words  "re-enter"  and  "re-entry" as used in this
                         lease are not restricted to their  technical legal
                         meaning.  The  term  "rent"  includes  the  annual
                         rental rate whether  so-expressed  or expressed in
                         monthly   installments,   and  "additional  rent."
                         "Additional  rent"  means all sums which  shall be
                         due to new Owner from Tenant under this lease,  in
                         addition  to the  annual  rental  rate.  The  term
                         "business  days"  as  used in  this  lease,  shall
                         exclude  Saturdays (except such portion thereof as
                         is  covered  by  specific   hours  in  Article  31
                         hereof),  Sundays  and all  days  observed  by the
                         State or Federal  Government as legal holidays and
                         those  designated  as holidays  by the  applicable
                         building service union employees  service contract
                         or by the applicable  Operating Engineers contract
                         with respect to HVAC service.

Adjacent Excavation:     35.  If an  excavation  shall  be made  upon  land
                         adjacent  to the  demised  premises,  or  shall be
                         authorized   to  be   authorized   to  cause  such
                         excavation,  license  to enter  upon  the  demised
                         premises  for the  purpose  of doing  such work as
                         said person  shall deem  necessary to preserve the
                         wall or the  building  of which  demised  premises
                         form a part from  injury or damage  and to support
                         the same by proper  foundations  without any claim
                         for  damages  or  indemnity   against  Owner,   or
                         diminution or abatement of rent.

Rules and                36.  Tenant  and  Tenant's  servants,   employees,
Regulations:             agents,  visitors,  and  licensees  shall  observe
                         faithfully,  and comply  strictly  with, the Rules
                         and Regulations  annexed hereto and such other and
                         further  reasonable Rules and Regulations as Owner
                         or  Owner's  agents  may from time to time  adopt.
                         Notice  of any  additional  rules  or  regulations
                         shall be given in such  manner as Owner may elect.
                         In case Tenant disputes the  reasonableness of any
                         additional  Rule or Regulation  hereafter  made or
                         adopted by Owner or Owner's  agents,  the  parties
                         hereto   agree  to  submit  the  question  of  the
                         reasonableness  of  such  Rule or  Regulation  for
                         decision  in the New York  office of the  American
                         Arbitration Association, whose determination shall
                         be final and conclusive  upon the parties  hereto.
                         The right to  dispute  the  reasonableness  of any
                         additional  Rule or Regulation  upon Tenant's part
                         shall be deemed  waived  unless  the same shall be
                         asserted by service of a notice,  in writing  upon
                         Owner  within  ten (10) days  after the  giving of
                         notice  thereof.  Nothing in this lease  contained
                         shall be  construed  to impose upon Owner any duty
                         or obligation to enforce the Rules and Regulations
                         or terms,  covenants  or  conditions  in any other
                         lease, as against any other tenant and Owner shall
                         not be liable to Tenant for  violation of the same
                         by any  other  tenant,  its  servants,  employees,
                         agents,  visitors or licensees.

Glass:                   37.  Owner  shall  replace,  at the expense of the
                         Tenant,  any and all plate and other glass damaged
                         or broken from any cause  whatsoever  in and about
                         the demised premises.  Owner may insure,  and keep
                         insured, at Tenant's expense,  all plate and other
                         glass in the demised  premises for and in the name
                         of Owner. Bills for the premiums therefor shall be
                         rendered by Owner to Tenant at such times as Owner
                         may elect,  and shall be due from, and payable by,
                         Tenant when rendered, and the amount thereof shall
                         be deemed to be, and be paid, as additional rent.

Estoppel                 38.  Tenant,  at any time,  and from time to time,
Certificate:             upon at least  10 days'  prior  notice  by  Owner,
                         shall execute,  acknowledge  and deliver to Owner,
                         and/or to any other  person,  firm or  corporation
                         specified by Owner,  a statement  certifying  that
                         this Lease is  unmodified in full force and effect
                         (or,  if there have been  modifications,  that the
                         same is in full force and effect as  modified  and
                         stating the  modifications),  stating the dates to
                         which the rent and additional rent have been paid,
                         and  stating  whether  or  not  there  exists  any
                         default by Owner  under this  Lease,  and,  if so,
                         specifying each such default.

Directory                39. If, at the request of and as  accommodation to
Board                    Tenant, Owner shall place upon the directory board
Listing:                 in the lobby of the building, one or more names of
                         persons other than Tenant,  such  directory  board
                         listing  shall not be  construed as the consent by
                         Owner to an  assignment or subletting by Tenant to
                         such person or persons.

Successors and           40.  The  covenants,   conditions  and  agreements
Assigns:                 contained  in this  lease  shall bind and inure to
                         the   benefit   of  Owner  and  Tenant  and  their
                         respective   heirs,    distributees,    executors,
                         administrators,    successors,   and   except   as
                         otherwise provided in this lease, their assigns.

- --------------------

Security   shall  at
all times be no less
than   two    months
fixed and Additional
Rent.



     IN WITNESS  WHEREOF,  Owner and Tenant  have  respectively  signed and
sealed this lease as of the day and year first above written.


                                                                          Corp.
                                                                           Seal
                                      -----------------------------------
Witness for Owner:                    FIFTH AVENUE WEST ASSOCIATES, L.P.
                                      BY STEVEN ALBERT, GENERAL PARTNER

                                      /s/ Steve Albert   
- ---------------------------   -------------------------------------------[L.S.)


                                                                          Corp.
                                      /s/ Todd Krizelman                   Seal
                                      -----------------------------------
Witness for Tenant                    WEBGENESIS, INC.
                                      BY (PLEASE PRINT): TODD KRIZELMAN


 /s/ Stephan Paternot                                   CEO
- ---------------------------   TITLE:-------------------------------------[L.S.)
                              DATE:                   11/17/97




                              ACKNOWLEDGMENTS


CORPORATE TENANT                        INDIVIDUAL TENANT
STATE OF NEW YORK,    ss:               STATE OF NEW YORK,    ss:
County of                               County of


On this   day of      , 19  , before 
me personally came                      On  this    day   of       , 19  , 
                                        before me  personally  came  to  me
to me  known,  who  being  by  me duly  known  and  known   to  me   to  be
sworn,  did  depose  and  say  that he  the    individual    described   in
resides   in          , that   he   is  and  who, as TENANT,  executed  the
the       of        the    corporation  foregoing      instrument      and 
described   and   which   executed the  acknowledged to me that he executed
foregoing   instrument,   as   TENANT;  the same.
that  he   knows  the  seal  of   said
corporation; that the seal affixed  to
said  instrument  is  such   corporate      ---------------------------
seal;  that it was so affixed by order
of  the  Board  of  Directors of  said
corporation,  and  that  he signed his
name thereto by like order.

    ------------------------------




                          IMPORTANT - PLEASE READ

                           RULES AND REGULATIONS
                              ATTACHED TO AND
                         MADE A PART OF THIS LEASE
                       IN ACCORDANCE WITH ARTICLE 36.


     1. The sidewalks,  entrances,  driveways, passages, courts, elevators,
vestibules,  stairways,  corridors  or halls  shall  not be  obstructed  or
encumbered  by any Tenant or used for any purpose other than for ingress or
egress from the  demised  premises  and for  delivery  of  merchandise  and
equipment in a prompt and efficient  manner using elevators and passageways
designated  for such  delivery  by  Owner.  There  shall not be used in any
space,  or in the public hall of the  building,  either by any Tenant or by
jobbers  or others in the  delivery  or receipt  of  merchandise,  any hand
trucks,  except those  equipped with rubber tires and  sideguards.  If said
premises are situated on the ground floor of the building,  Tenant  thereof
shall further, at Tenant's expense,  keep the sidewalk and curb in front of
said premises clean and free from ice, snow, dirt and rubbish.

     2. The water and wash closets and plumbing  fixtures shall not be used
for any  purposes  other  than  those  for  which  they  were  designed  or
constructed  and no sweepings,  rubbish,  rags,  acids or other  substances
shall be deposited therein, and the expense of any breakage,  stoppage,  or
damage  resulting  from the  violation  of this rule  shall be borne by the
Tenant who, or whose  clerks,  agents,  employees or  visitors,  shall have
caused it.

     3. No carpet,  rug or other article shall be hung or shaken out of any
window of the building;  and no Tenant shall sweep or throw or permit to be
swept or thrown from the demised premises any dirt or other substances into
any of the corridors or halls, elevators, or out of the doors or windows or
stairways of the  building  and Tenant shall not use,  keep or permit to be
used or kept any foul or noxious gas or substance in the demised  premises,
or permit or suffer the demised premises to be occupied or used in a manner
offensive or  objectionable to Owner or other occupants of the buildings by
reason of noise,  odors,  and or vibrations,  or interfere in any way, with
other Tenants or those having  business  therein,  nor shall any animals or
birds be kept in or about the building.  Smoking or carrying lighted cigars
or cigarettes in the elevators of the buildings is prohibited.

     4. No awnings or other  projections  shall be  attached to the outside
walls of the building without the prior written consent of Owner.

     5.  No  sign,  advertisement,  notice  or  other  lettering  shall  be
exhibited,  inscribed,  printed or affixed by any Tenant on any part of the
outside of the  demised  premises  or the  building or on the inside of the
demised  premises if the same is visible  from the outside of the  premises
without the prior written consent of Owner,  except that the name of Tenant
may  appear  on the  entrance  door of the  premises.  In the  event of the
violation of the foregoing by any Tenant, Owner may remove same without any
liability and may charge the expense  incurred by such removal to Tenant or
Tenants  violating this rule.  Interior signs on doors and directory tablet
shall be  inscribed,  painted  or affixed  for each  Tenant by Owner at the
expense of such Tenant,  and shall be of a size, color and style acceptable
to Owner.

     6. No Tenant shall mark,  paint,  drill into, or in any way deface any
part of the demised  premises or the building of which they form a part. No
boring,  cutting or stringing of wires shall be permitted,  except with the
prior written  consent of Owner,  and as Owner may direct.  No Tenant shall
lay linoleum,  or other similar floor covering, so that the same shall come
in direct contact with the floor of the demised premises,  and, if linoleum
or other similar  floor  covering is desired to be used as  interlining  of
builder's deadening felt shall be first affixed to the floor, by a paste or
other  material,  soluble  in water,  the use of  cement  or other  similar
adhesive material being expressly prohibited.

     7. No  additional  locks or bolts of any kind shall be placed upon any
of the doors or windows  by any  Tenant,  nor shall any  changes be made in
existing locks or mechanism thereof. Each Tenant must, upon the termination
of his  Tenancy,  restore to Owner all keys of stores,  offices  and toilet
rooms,  either furnished to, or otherwise  procured by, such Tenant, and in
the event of the loss of any keys so  furnished,  such Tenant  shall pay to
Owner the cost thereof.

     8.  Freight,  furniture,  business  equipment,  merchandise  and bulky
matter  of any  description  shall be  delivered  to and  removed  from the
premises only on the freight  elevators  and through the service  entrances
and  corridors,  and only during  hours and in a manner  approved by Owner.
Owner  reserves  the right to inspect  all  freight to be brought  into the
building and to exclude from the building all freight which violates any of
these  Rules  and  Regulations  of the  lease  of  which  these  Rules  and
Regulations are a part.

     9. No Tenant  shall  obtain  for use upon the  demised  premises  ice,
drinking water,  towel and other similar  services,  or accept barbering or
bootblacking  services  in  the  demised  premises,   except  from  persons
authorized  by Owner,  and at hours and under  regulations  fixed by Owner.
Canvassing,  soliciting and peddling in the building is prohibited and each
Tenant shall cooperate to prevent the same.

     10. Owner reserves the right to exclude from the building  between the
hours of 6 p.m. and 8 a.m. on business days, after 1 p.m. on Saturdays, and
at all hours on Sundays and legal holidays all persons who do not present a
pass to the building signed by Owner.  Owner will furnish passes to persons
for  whom  say  Tenant  requests  same in  writing.  Each  Tenant  shall be
responsible  for all persons  for whom he  requests  such pass and shall be
liable  to  Owner  for  all  acts  of  such  persons.  Notwithstanding  the
foregoing,  Owner shall not be  required  to allow  Tenant or any person to
enter or remain in the building,  except on business days from 8:00 a.m. to
6:00 p.m. and on Saturdays from 8:00 a.m. to 1:00 p.m.

     11.  Owner shall have the right to  prohibit  any  advertising  by any
Tenant  which in Owner's  opinion,  tends to impair the  reputation  of the
building or its  desirability  as a loft building,  and upon written notice
from Owner, Tenant shall refrain from or discontinue such advertising.

     12.  Tenant  shall not bring or permit to be  brought or kept in or on
the demised  premises,  any  inflammable,  combustible or explosive  fluid,
material, chemical or substance, or cause or permit any odors of cooking or
other processors,  or any unusual or other  objectionable odors to permeate
in or emanate from the demised premises.

     13.  Tenant  shall  not use the  demised  premises  in a manner  which
disturbs or interferes  with other Tenants in the  beneficial  use of their
premises.



*MERGE (ADD ON) AT THIS POINT*
- ------------------------------


                  COMMERCIAL USE ONLY - NO LIVING ALLOWED
                  ---------------------------------------
<PAGE>


                   RIDER OF AGREEMENT OF LEASE ("LEASE")
                        MADE AS OF JANUARY 14, 1997
                               BY AND BETWEEN
                FIFTH AVENUE WEST ASSOCIATES, L.P., AS OWNER
                                    AND
                        WEBGENESIS, INC., AS TENANT


THIS RIDER IS  INTENDED  TO BE  AFFIXED  TO THE LEASE.  IN THE EVENT OF ANY
INCONSISTENCY  BETWEEN THE PROVISIONS OF THIS RIDER AND THE PRINTED PORTION
OF THIS LEASE, THE PROVISIONS OF THIS RIDER SHALL CONTROL.


                ARTICLE 41 - FIXED RENT AND ADDITIONAL RENT
                -------------------------------------------

     Tenant  shall pay to Owner  Fixed Rent  during the first  twelve  (12)
months of the term an  amount of  $75,400.00  per  year,  payable  in equal
monthly  installments  of $6,283.33 in advance on the first business day of
each and every calendar month.

     For the  purpose  of this  lease  the Base Rent  shall be as  follows,
payable in equal monthly installments:

     February 1st, 1997 until January 31st, 1998 - $75,400.00
     February 1st, 1998 until January 31st, 1999 - $75,400.00
     February 1st, 1999 until January 31st, 2000 - $81,200.00
     February 1st, 2000 until January 31st, 2001 - $87,000.00
     February 1st, 2001 until January 31st, 2002 - $87,000.00

Commencing  February  1st,  1997,  and each  anniversary  of this  Lease on
February 1st of each year  thereafter  through and including  February 1st,
2001,  there shall be Fixed annual  increases of three and one-half  (3.5%)
percent over the Base Rent payable in the immediately preceding year.

     Provided no default exists under this Lease,  Fixed Rent for the month
of  February  1997 shall be reduced to 0 to give  effect to the fact a full
month's rent was received by the Owner at the signing of this Lease.  Fixed
Rent for the months of March,  April and May 1997 shall be further  reduced
to 0 to give  effect  to a Rent  Abatement.  No part of the Rent  Abatement
shall be granted unless no default exists under the Lease.

     Provided Tenant notifies Owner of its intention to exercise its option
in writing via  Certified  mail,  return  receipt  requested,  at least six
months prior to the expiration of the initial Lease term, Tenant shall have
the option to extend this Lease for a period of five (5) years,  commencing
February 1st, 2002 and ending January 1st,  2007.  Fixed Rent for the first
year of the option  period  shall be the then current  Market  Rent,  which
shall be determined in accordance with the procedure set forth hereinafter.
Fixed Rent for each  remaining  year of the option  period  shall  increase
three and  one-half  percent  (3.5%)  over the Fixed  Rent  payable  in the
immediately preceding year.

     Market Rent:
     ------------

     The parties shall have thirty (30) days after Owner receives  Tenant's
extension  option  notice in  accordance  herewith in which to agree on the
Market Rent for the Extended  Term. If the parties agree on the Market Rent
during  such  thirty (30) day  period,  Owner and Tenant  shall  execute an
amendment  to this Lease  setting  forth the Market  Rent for the  Extended
Term.

     If the  parties  are  unable to agree on the  Market  Rent  within the
thirty (30) day period,  then, within twenty (20) days after the expiration
of that period,  each party,  at its cost and by giving notice to the other
party, shall appoint a qualified M.A.I. real estate appraiser with at least
5  years'  full-time  commercial  appraisal  experience  in  the  New  York
metropolitan  area to  appraise  and set the  Market  Rent for the  Demised
Premises. The Market Rent shall be based on new leases for comparable space
in at least five (5) comparable  buildings in the area in which the Demised
Premises  are  located and based upon the  Demised  Premises  as  improved,
whether  such  improvements  were  made by  Owner  or  Tenant.  If five (5)
comparables  are not available,  the appraiser  shall use such other Market
data as is relevant,  with appropriate adjustments consistent with accepted
appraisal  practices.  If a party does not appoint such an appraiser within
the aforementioned period, the single appraiser appointed shall be the sole
appraiser and shall set the Market Rent for the Demised  Premises.  The two
appraisers  appointed by the parties as stated in this paragraph shall meet
promptly and attempt to establish the Market Rent for the Demised Premises.
If they are  unable  to agree  within  twenty  (20) days  after the  second
appraiser has been appointed,  they shall select a third appraiser  meeting
the qualifications stated in this paragraph, within ten (10) days after the
last day the two appraisers  are given to set the Market Rent.  Each of the
two parties shall bear one half (1/2) of the cost of appointing  and paying
the third  appraiser.  The third  appraiser  shall be a person  who has not
previously acted in any capacity for either party.

     Within  thirty (30) days after the  selection of the third  appraiser,
the third appraiser shall set the Market Rent for the Demised Premises.



                   RIDER TO AGREEMENT OF LEASE ("LEASE")
                        MADE AS OF JANUARY 14, 1997
                               BY AND BETWEEN
                FIFTH AVENUE WEST ASSOCIATES, L.P., AS OWNER
                                    AND
                        WEBGENESIS, INC., AS TENANT

THIS RIDER IS  INTENDED  TO BE  AFFIXED  TO THE LEASE.  IN THE EVENT OF ANY
INCONSISTENCY  BETWEEN THE PROVISIONS OF THIS RIDER AND THE PRINTED PORTION
OF THIS LEASE, THE PROVISIONS OF THIS RIDER SHALL CONTROL.


                            ARTICLE 42 - NOTICES
                            --------------------

     Any notice, request, consent,  approval, demand or other communication
permitted  or required to be given  pursuant  to the terms,  covenants  and
conditions of this Lease, or pursuant to any law or governmental regulation
(collectively,  "Notices"),  shall  be in  writing  and,  unless  otherwise
required by such law or  regulation,  be sent  registered or certified mail
return receipt  requested to the parties at the addresses set forth in this
Lease.


                          ARTICLE 43 - EXCULPATION
                          ------------------------

     If Owner or any successor in interest in an individual, joint venture,
tenancy-in-common,   general   or   limited   partnership,   unincorporated
association or other unincorporated aggregate of individuals (collectively,
"unincorporated  Owner")  and shall at any time have any  liability  under,
pursuant to or in connection with this Lease,  neither Tenant nor any other
party shall seek any  personal  or money  judgment  against  unincorporated
Owner or in any other way under or pursuant  to this Lease.  Any attempt by
Tenant or others to seek any such personal liability or monetary obligation
shall, in addition to and not in limitation of unincorporated Owner's other
rights, powers,  privileges and remedies under this Lease, immediately vest
unincorporated  Owner with the unconditional  right to cancel this Lease on
three (3) days' notice to Tenant.


                            ARTICLE 44 - BROKER
                            -------------------

     Tenant  represents  and warrants that it has not dealt with any broker
or brokers other than JULIEN J. STUDLEY, INC. and ALEX DEFORTUNA,  LICENSED
REAL ESTATE BROKER in the negotiation of this Lease. Tenant shall indemnify
and hold  Owner  harmless  from and  against  any and all loss,  liability,
claims or expenses  (including,  without limitation,  attorneys' fees) that
Owner may incur by reason of the breach of the foregoing  representation or
by reason of the claim of any brokers in connection  with this  transaction
or arising out of any assignment of this Lease or sublease of all or a part
of the Demised Premises by Tenant.


                         ARTICLE 45 - LATE CHARGES
                         -------------------------

     If Tenant  fails to pay any  installment  of Fixed Rent or  Additional
Rent by the fifth (5th) day of each month,  Tenant shall be required to pay
a late charge of eight (8) cents for each dollar unpaid.  Such charge is to
be computed  retroactively  to the date on which  Fixed Rent or  Additional
Rent became due and  payable.  The late  charge is  intended to  compensate
Owner for additional expenses incurred in processing such late payments and
is not  intended  to prevent  Owner  from  exercising  any other  available
remedies against Tenant.


                       ARTICLE 46 - TENANT COVENANTS
                       -----------------------------

     46.1 Tenant shall not make any claim  against  Owner for any injury or
damage  to  Tenant or to any other  person  or for any  damage  (by  water,
malicious  mischief  or  otherwise)  to,  or loss of, or loss of use of (by
theft, mysterious  disappearance or otherwise) any property of Tenant or of
any other  person,  or property  irrespective  of the cause of such injury,
damage or loss,  unless  caused by the  negligence  of Owner,  its  agents,
servants or  employees,  in the  operation  or  maintenance  of the Demised
Premises or the Building.  No property other than such as might normally be
brought  upon  or  kept  in the  Demised  Premises  as an  incident  to the
reasonable use of the Demised  Premises for the purposes  herein  specified
shall be brought upon or kept in the Demised Premises.

      46.2 Tenant shall, at its sole cost and expense:

          46.2.1  Maintain  the Demised  Premises  in a clean and  sanitary
manner.  If tenant uses a cleaning  service in the evening after 6:00 PM or
on weekends,  that service shall be an approved  service  designated by the
Owner and used substantially in the Building.

          46.2.2  Remove all  rubbish  and other  debris  from the  Demised
Premises to such  locations in the Building as may be reasonably  specified
by Owner from time to time and under conditions approved by Owner.

          46.2.3 Obtain and maintain a service contract (or contracts) with
a person or company reasonably acceptable to Owner for the extermination of
vermin, rats, mice, flies and other insects in the Demised Premises and use
all reasonable diligence in accordance with the best prevailing methods for
doing so in the Borough of  Manhattan  to prevent and  exterminate  vermin,
rats, mice, flies and other insects in, on or about the Demised Premises.

     46.3  Obtain  and  maintain  an annual  service  contract  for the air
conditioning unit(s), if any, within the Demised Premises, and pay directly
for individual  repairs not covered by said contract.  In addition,  Tenant
agrees to obtain and pay directly for any and all permits  and/or  licenses
associated with the operation of the air conditioning unit(s).

     Unless specified or defined in this lease, or otherwise agreed between
Owner  and  Tenant,  any and all air  conditioning  equipment  existing  or
installed by either Owner or Tenant in the demised  premises at the time or
during the term of this lease  shall  remain in the  demised  premises  and
shall be considered leasehold  improvements at the expiration of this lease
or upon  vacating of the demised  premises by tenant  either  willfully  or
under any other terms or conditions of this lease.

     46.4 If Tenant shall, at its sole cost and expense, place and maintain
machines and  mechanical  equipment  located in the Demised  Premises  that
cause noise or vibration  that may be  transmitted  to the structure of the
Building (to such a degree as to be  reasonably  objectionable  to Owner or
any occupant of the  Building)  in settings of cork,  rubber or spring type
vibration eliminators sufficient to eliminate noise or vibration.

     46.5  Tenant  shall not permit any  cooking on the  Demised  Premises,
whether hot or cold.

     46.6 Tenant has inspected the Demised Premises and agrees to take them
as they are in an "as is"  condition,  and agrees to bear all  expenses  of
making  nonstructural  repairs to the Demised  Premises,  including without
limitation,  plumbing,  electrical work, fixtures and all interior repairs,
in a manner consistent with section 3.

     46.7  Tenant  agrees  that it shall not  permit its  employees  and/or
visitors to congregate in the Building  lobby,  the public  corridors or in
front of the Building.  Tenant  expressly agrees that any violation of this
Article shall be a material default under this Lease.

     46.8  Tenant  shall not bring any pets into the  Demised  Premises  or
permit any pets to be brought into or kept within the Demised Premises.


                           ARTICLE 47 - INSURANCE
                           ----------------------

     The  Tenant  shall,  at its sole cost and  expense,  obtain and at all
times  during  the  Term  maintain  with  responsible   insurance  carriers
acceptable  to Owner  licensed  to do  business  in the  State of New York,
insurance covering the Demised Premises for the mutual benefit of Owner and
Tenant as follows:

     47.1 Fire Insurance with broad form extended coverage endorsement from
time to time  available,  for an amount not less than the full  replacement
value of Tenant's  Improvements and Tenant's  personal  property located in
the Demised Premises.  "Full replacement  value" shall be determined at the
request of Owner by an architect,  appraiser,  appraisal  company or one of
the  insurers  selected  by  Owner  and  paid  for  by  Tenant,   but  such
determination  shall not be required to be made more  frequently  than once
every two (2) years.  No  omission on the part of Owner to request any such
determination  shall relieve  Tenant of any of its  obligations  under this
Article.

     47.2 Comprehensive  General Liability  Insurance,  with such limits as
may be reasonably requested by Owner from time to time, but not less than a
combined single limit of $1,500,000.00.

     47.3 All required insurance policies shall name Owner as an additional
insured or loss  payee,  as the case may be, and shall  include a provision
that they shall not be canceled  without  thirty  (30) days' prior  written
notice to Owner.  Tenant shall  deliver  copies of all  required  insurance
policies or certificates evidencing such coverage prior to the Commencement
Date and renewal policies prior to the expiration of the existing  policies
together with evidence of the payment of premiums therefore.

     47.4 Tenant shall pay to Owner an  Additional  Rent an amount equal to
any additional  insurance premium charged to Owner by Owner's insurers as a
direct or indirect result of Tenant's tenancy in the Building.

     47.5 Tenant can only  deliver to or remove  from the Demised  Premises
any freight, furniture, business equipment, merchandise and bulky matter of
any  description,  on the  freight  elevators  and/or  through  the service
entrances  and  corridors  of the Building and only during the hours and in
the  manner  approved  by  Owner  from  time to  time.  Tenant  can only be
permitted  to deliver to or remove  from the  Demised  Premises  any of the
items described in this article after Tenant has given Owner three (3) days
prior  written  notice  of  Tenant's  intention  to make such  delivery  or
removal,  and provides  Owner with written  evidence  that such delivery or
removal is being made by an individual  or an entity who possesses  general
liability and workers  compensation  insurance or other insurance as may be
required by Owner in an amount which Owner deems to be sufficient.


                      ARTICLE 48 - ADDITIONAL REMEDIES
                      --------------------------------

     48.1 If the Term shall terminate  pursuant to Article 17 or otherwise,
then:

          48.1.1  Tenant  shall pay to Owner all Fixed Rent and  Additional
Rent  required  to be paid by Tenant to the date upon  which the Term shall
have  terminated  or to the date of re-entry  upon the Demised  Premises by
Owner, as the case may be;

          48.1.2 Owner shall be entitled to retain all moneys, if any, paid
by Tenant to Owner, whether an advance rent, security or otherwise;

          48.1.3  Tenant  shall be liable  for and  shall pay to Owner,  as
damages,  any deficiency between the Fixed Rent and Additional Rent payable
for the period which otherwise would have constituted the unexpired portion
of the Term  (conclusively  presuming the Additional Rent to be the same as
was payable for the twelve (12) month  period  immediately  preceding  such
termination  or re-entry)  and the net amount,  if any, of rents  collected
under any reletting effected pursuant to the provisions of this Article for
any part of such period (first deducting from the rents collected under any
such reletting all of Owner's  expenses in connection  with the termination
of this  Lease or  Owner's  re-entry  upon the  Demised  Premises  and,  in
connection  with  such  reletting,   all  repossession   costs,   brokerage
commissions,  legal expenses,  attorneys' fees,  alteration costs and other
expenses); and

          48.1.4 Any such deficiency shall be paid in monthly  installments
by  Tenant  on the  days  specified  in  this  Lease  for  the  payment  of
installments of Fixed Rent.  Owner shall be entitled to recover from Tenant
each monthly  deficiency as the same shall arise and no suit to collect the
amount of the  deficiency  for any month shall  prejudice  Owner's right to
collect the deficiency for any  subsequent  month by a similar  proceeding.
Alternatively a suit or suits for the recovery of such  deficiencies may be
brought by Owner from time to time at its election.

          48.1.5  Notwithstanding  anything  herein  to the  contrary,  the
Premises  herein  mentioned  are  demised  for the whole  term with a whole
amount  of the rent  herein  reserved  due and  payable  at the time of the
making of this  Lease,  and the  payment of rent in  installments  as above
provided  in for the  convenience  of tenant  only and if in default of any
installment  of rent,  then the whole of the rent reserved for the whole of
the period then remaining unpaid,  shall, at the landlord's option, at once
become due and payable without notice or demand.


                    ARTICLE 49 - CERTIFICATES BY TENANTS
                    ------------------------------------

     At any time and from time to time,  Tenant,  for the  benefit of Owner
and the lessor under any ground lease or underlying  lease or the holder of
any leasehold  mortgage  affecting any ground lease or underlying lease, or
of any fee mortgage  covering the land or the land and building  containing
the Demised  Premises,  on at least five (5) days prior written  request by
Owner, will deliver to Owner a statement, certifying that this Lease is not
modified  and is in full  force and  effect  (or if there  shall  have been
modifications the same is in full force and effect as modified, and stating
the modifications), the commencement and expiration dates hereof, the dates
to which the Fixed Rent,  Additional Rent and other charges have been paid,
and whether or not, to the best knowledge of the signer of such  statement,
there are any then existing  defaults on the part of either Owner or Tenant
in the  performance  of the terms,  covenants and conditions of this Lease,
and if so, specifying the default of which the signer of such statement has
knowledge.

     Owner shall from time to time provide upon ten (10) days prior written
request  by  Tenant  a  statement  certifying  as to  status  of  rent  and
Additional  Rent  payments  due under this Lease  and/or that lease has not
been modified and remains in full force and effect.


                      ARTICLE 50 - LEGAL REQUIREMENTS
                      -------------------------------

     If at any time  during  the term of this  Lease,  the fire  safety law
requirements  of the City of New York  pursuant  to Local Law #5 of 1973 or
otherwise   ("Fire   Requirements")   or  the  masonry  or  exterior   wall
requirements  of the City of New York  pursuant to Local Law #10 of 1980 or
otherwise ("Masonry  Requirements") or life safety requirements of the City
of New  York  pursuant  to  Local  Law #16 of 1984  or  otherwise  ("Safety
Requirements") or any other laws or requirements of the City of New York or
any  agency  having   jurisdiction   ("Other   Requirements")   impose  any
obligations or requirements upon Owner to perform any alteration,  changes,
installations  or  improvements  (collectively  "changes")  to the building
hereof  and/or the  Demised  Premises,  then  Tenant  shall pay to Owner as
Additional Rent five point eight (5.8%) percent ("Tenant's Payment") of all
costs  and  expense   incurred  by  Owner  in   complying   with  the  Fire
Requirements, Masonry Requirements or other Requirements.  Tenant's Payment
shall be due and payable to Owner within  thirty (30) days after  rendition
of a bill therefore  accompanied  by a statement  setting forth the changes
performed by Owner.  The obligation of Tenant in respect of such Additional
Rent shall survive the expiration of this Lease.  Notwithstanding  anything
to the contrary in this  Paragraph,  should  Tenant's  use,  occupancy,  or
installation  require specific  compliance under such  Requirements  above,
then Tenant shall be responsible for 100% of the cost of said Changes.


                          ARTICLE 51 - ALTERATIONS
                          ------------------------

     Anything in Article 3 to the contrary notwithstanding, Owner shall not
unreasonably  withhold or delay  approval of written  requests of Tenant to
make  non-structural  interior  alterations,   decorations,  additions  and
improvements (herein referred to as "alterations") in the Demised Premises,
provided that such  alterations do not affect utility  services or plumbing
and  electrical  lines or other systems of the building,  and provided that
all such  alterations  shall be performed in accordance  with the following
conditions:

     51.1  All  such  alterations  costing  more  than  $2,500.00  shall be
performed in accordance  with plans and  specifications  first submitted to
Owner for its prior written approval.

     51.2 All alterations  shall be done in a good and workmanlike  manner.
Alterations   shall  be  done  in  compliance  with  all  other  applicable
provisions  of this  Lease  and with all  governmental  authorities  having
jurisdiction;  and  Tenant  shall,  prior to the  commencement  of any such
alterations,  at its sole cost and expense, obtain and exhibit to Owner any
governmental permit required in connection with such alterations.

     51.3 All work in connection with  alterations  shall be performed with
union labor having the proper jurisdictional qualifications.

     51.4 Tenant shall keep the building and the Demised  Premises free and
clear of all liens for any work or material  claimed to have been furnished
to Tenant or to the Demised Premises.

     51.5 Prior to the  commencement  of any work by or for Tenant,  Tenant
shall furnish to Owner  Certificates of Insurance  evidencing the existence
of the following insurance:

          51.5.1  Worker's  compensation  insurance  covering  all  persons
employed  for such work and with  respect  to whom  death or bodily  injury
claim could be asserted against Owner, Tenant or the Demised Premises.

          51.5.2 General  liability  insurance naming Owner, its designees,
and Tenant as insured, with limits of not less than $1,000,000 in the event
of bodily injury to one person and not less than  $1,000,000,  in the event
of bodily injury to any number of persons in any one  occurrence,  and with
limits of not less than $500,000 for property damage.  Tenant,  at its sole
cost and expense,  shall cause all such  insurance to be  maintained at all
times when the work to be performed  for or by Tenant is in  progress.  All
such  insurance  shall be issued by a company  authorized to do business in
New York and all policies, or certificates therefore, issued by the insurer
and  bearing  notations  evidencing  the  payment  of  premiums,  shall  be
delivered to Owner.

     51.6  All work to be  performed  by  Tenant  shall be done in a manner
which will not  unreasonably  interfere  with or disturb  other Tenants and
occupants of the building.

     51.7 Any  alterations  to be made by Tenant  (other than  plumbing and
electrical  work) may be performed by any reputable  contractor or mechanic
(collectively,  "Contractor")  selected  by Tenant and  approved  by Owner,
which  approval  Owner agrees it will not  unreasonably  withhold or delay,
provided the Contractor's  performance of the alterations  would not result
in any labor discord in the Building.

     51.8 Tenant may,  at any time during the Term,  remove any  alteration
made by Tenant, solely at its expense, provided Tenant promptly repairs any
damage resulting from such removal.

     51.9 Any  restoration  or  repair  which  Tenant is  required  to make
(whether structural or non-structural) shall be of a quality or class equal
to the then Building Standard.

     51.10  Tenant  shall  pay to  Owner  the  sum of One  Hundred  Dollars
($100.00) in connection with any Tenant Changes or Alterations,  which must
be approved of by Owner in accordance with the term of this Article.

     51.11 The time during which Owner may make Owner's elections  pursuant
to Article 3 hereof shall be extended to include a period commencing thirty
(30) days prior to the  expirations  or other  termination of this Lease or
any  renewal  or  extension  thereof  and  terminating   ninety  (90)  days
thereafter.  Tenant agrees that Owner's rights  hereunder shall survive the
expiration of this Lease or any renewal or extension thereof.

     51.12  Nothing  in  this  Lease  shall  be  construed  in  any  way as
constituting  the permission,  consent or request of the Owner,  express or
implied,  through act or omission to act by inference or otherwise,  to any
contractor,  subcontractor,  laborer, or materialman for the performance of
any labor or the furnishing of any materials for any specific  improvement,
installation,  addition,  decoration,  alteration, or repair of the Demised
Premises or as giving the Tenant the right, power, or authority to contract
for or  permit  the  rendering  of any  service  or the  furnishing  of any
material that would give rise to the filing of any mechanic's  lien against
the fee of the Demised Premises.


                          ARTICLE 52 - CONTRACTORS
                          ------------------------

     When in this Lease the Tenant  shall take or be  required  to take any
action which may affect or alter the plumbing or  electrical  facilities or
services furnished by Owner in the Building,  the Demised Premises,  or any
portion thereof,  Tenant shall only be entitled to have such work performed
by the building  contractor  designated  from time to time by Owner, in its
sole and absolute  discretion,  to perform such  alteration and Owner shall
not be required  to permit,  and Tenant  shall not be entitled to use,  any
contractor  not  designated  by Owner's  selected  contractors',  provided,
however,  that such  contractors'  bids do not  exceed by more than 15% the
bids for work of comparable  quality,  workmanship and  specifications  for
performing such alterations submitted by Tenant's contractors.  If Tenant's
contractor's bids are more than 15% below the bids of Owner's  contractors,
Owner  agrees not to  unreasonably  withhold or delay  approval of Tenant's
performance of such  alteration.  Notwithstanding  the foregoing,  Tenant's
contractors must be properly licensed.


                  ARTICLE 53 - TENANT'S CONDEMNATION CLAIM
                  ----------------------------------------

     Anything in Article 10 to the contrary  notwithstanding,  Tenant shall
have the right to make a claim  against the  condemning  authority  for the
value of its trade  fixtures and business  machines and equipment  taken in
the condemnation and for reimbursement of its resultant moving expenses.


                ARTICLE 54 - ACCESS TO THE DEMISED PREMISES
                -------------------------------------------

     Supplementing the provisions of Article 13, Owner's right to enter the
Demised Premises and its access thereto to make repairs and Alterations and
to erect  and  maintain  pipes  and  conduits  (except  in the  event of an
emergency,  in which  event  that  right  shall be  unrestricted)  shall be
subject to the following conditions:

     54.1 Owner shall give Tenant reasonable  notice of proposed,  entry or
access;

     54.2 Owner shall not be  obligated  to perform  work other than during
normal business hours.


                        ARTICLE 55 - SQUARE FOOTAGE
                        ---------------------------

     Tenant  acknowledges  that no  representations  have  been made by the
Owner  as to  the  amount  of  square  footage  in  the  Demised  Premises,
irrespective  of any  reference  in this  Lease to square  footage  for any
computation.  The Tenant has inspected the Demised Premises and relies upon
its own judgment in computing the square footage.


                          ARTICLE 56 - PLATE GLASS
                          ------------------------

     Tenant,  at its own cost and  expense,  shall  replace  all damaged or
broken plate glass or other windows in or about the Demised Premises.


                        ARTICLE 57 - ADDITIONAL RENT
                        ----------------------------

     All payments  other than the Fixed Rent to he made by Tenant  pursuant
to this  Lease  shall be deemed  Additional  Rent and,  in the event of any
non-payment,  Owner shall have all rights and remedies  provided for herein
or by law for non-payment of rent.


                    ARTICLE 58 - CONDITIONAL LIMITATION
                    -----------------------------------

     If Tenant  defaults in the payment of Fixed or Additional  Rent, or in
making any other payment required for a total of two (2) months, whether or
not  consecutive,  in any twelve  (12) month  period,  and Owner shall have
served upon Tenant a petition and notice of petition to  dispossess  Tenant
by  summary  proceedings  for  any  one or  both  of  those  months,  then,
notwithstanding  that those  defaults  shall  have been cured  prior to the
entry of a judgment  against  Tenant,  any further similar default shall be
deemed to be  deliberate  and  Owner may  require  Tenant  to  deposit  two
additional months security deposit and/or at Owner's option Owner may serve
a written  three (3) days'  notice of  cancellation  of this Lease upon the
Tenant,  and upon the  expiration  of that  three (3) days,  whether or not
Tenant has paid its rent  within  that  period,  this  Lease  shall end and
expire as fully and  completely as if the  expiration of such three (3) day
period were the day herein  definitely  fixed for the end and expiration of
this  Lease and the Term,  and  Tenant  shall  remain  liable as  elsewhere
provided in the Lease.


                       ARTICLE 59 - UTILITY INCREASE
                       -----------------------------

                           Intentionally Omitted


                         ARTICLE 60 - GAS AND WATER
                         --------------------------

     Tenant shall make its own arrangements with the public utility company
or companies or such New York City agencies  servicing the Demised Premises
for the furnishing of and payment of charges for gas and water. In no event
shall Owner be  responsible  for charges  for any such  service.  If gas or
water is used in the  Demised  Premises,  Tenant  covenants  to install the
appropriate  gas cutoff devices  (manual and automatic) and motors for each
service at  Tenant's  own cost and  expense.  Anything  to the  contrary in
Article  29 of this  Lease  notwithstanding,  water  charges  contained  in
Article 29 of this Lease are for the use of existing  lavatories and Tenant
must  install a meter  for any  other use of water in or about the  Demised
Premises.


                             ARTICLE 61 - NOISE
                             ------------------

     Tenant  shall not permit noise to emanate from the premises at a sound
level which shall in any way disturb  other tenants of the building or at a
level that exceeds the level of sound  emanating  from other floors for the
building.  This Article shall  directly bind any  successors in interest to
the Tenant.  Tenant  agrees that if at any time Tenant  violates any of the
provisions of this Article,  such  violation  shall be deemed a breach of a
substantial obligation of the terms of this Lease.


                          ARTICLE 62 - PORNOGRAPHY
                          ------------------------

     Tenant  agrees  that the value of the Demised  Premises  substantially
diminished  and the  reputation of Owner and the partners of the Owner will
be  seriously  injured  if  the  premises  are  used  for  any  obscene  or
pornographic  purposes or any sort of commercial sex establishment.  Tenant
agrees that  tenant  will not bring or permit any  obscene or  pornographic
material on the premises, and shall not conduct or permit any obscene, nude
or  semi-nude  live  performances  on the  premises,  nor permit use of the
premises for nude modeling,  rap sessions,  or as a massage parlor.  Tenant
also agrees that it will not permit the  production  or  processing  of any
video tape,  film or  photography  on the premises  which  depict  explicit
sexual  acts.  Tenant  agrees  further  that it will not  permit any of the
herein  mentioned  uses by any sublessee or assignee of the premises.  This
Paragraph  shall bind  successors in interest to the Tenant.  Tenant agrees
that any violation of the term of this  Paragraph  shall be deemed a breach
of a substantial  obligation  of the Tenant under this Lease.  Pornographic
material,  for  purposes  of this  Paragraph,  is defined as any written or
pictorial matter with prurient appeal or any object or instrument primarily
used for lewd or prurient sexual activity.


                             ARTICLE 63 - ODORS
                             ------------------

     Tenant shall not cause or permit any unusual or  objectionable  odors,
by-products or waste material to emanate from the Demised Premises.  Tenant
covenants that it will hold Owner harmless  against all claims,  damages or
causes of action for damages arising after the  commencement of the term of
this Lease and will  indemnify the Owner from any suits,  orders or decrees
and judgments  entered  therein,  brought on account of any such  emanation
from the Demised Premises of unusual or objectionable odors, by-products or
waste material. Tenant covenants to pay any attorney's fees and other legal
expenses  incurred  by  owner  in  connection  with  any  claim  or suit as
described in this Paragraph.


              ARTICLE 64 - OWNER'S COSTS BY TENANT'S DEFAULTS
              -----------------------------------------------

     If Owner,  as a result of a default by Tenant of any of the provisions
of this Lease,  including the covenants to pay rent and/or Additional Rent,
makes any  expenditure or incurs any  obligations for the payment of money,
including but not limited to attorney's  fees, in instituting,  prosecuting
or defending any action or proceeding,  such sums so paid or obligations so
incurred  with  interest  and costs shall be deemed to be  Additional  Rent
hereunder  and  shall be paid by Tenant  to Owner  within  five (5) days of
rendition  of  any  bill  or  statement  to  Tenant  therefore,  and if any
expenditure is incurred in collecting such  obligations,  such sum shall be
recoverable by Owner as additional damages.


                         ARTICLE 65 - HOLDING OVER
                         -------------------------

     If Tenant  holds over in  possession  after the  expiration  or sooner
termination  of the original  term or of any  extended  term of this Lease,
such  holding  over  shall not be  deemed  to extend  the term or renew the
Lease,  but such holding over  hereafter  shall continue upon the covenants
and  conditions  herein  set  forth,  except  that the  charge  for use and
occupancy  of such  holding  over for each  calendar  month or part thereof
(even if such part shall be a small fraction of a calendar  month) shall be
the sum of:

     65.1  One-twelfth  (1/12) of the highest annual rent rate set forth on
Page One of this Lease, times two point five (2.5) plus

     65.2  One-twelfth  (1/12) of annual  Additional  Rental,  which annual
Additional  Rental would have been payable  pursuant to this Lease had this
Lease not expired, plus

     63.3 Those other items of Additional Rent (not annual Additional Rent)
which would have been  payable  monthly  pursuant  to this Lease,  had this
Lease not expired,  which total sum Tenant agrees to pay to Owner  promptly
upon demand, in full, without set-off or deduction. Neither the billing nor
the collection of use and occupancy  charge shall be deemed a waiver of any
right of Owner to  collect  damages  for  Tenant's  failure  to vacate  the
Demised Premises after the expiration or sooner termination of this Losses.
The aforesaid  provisions  of this Article shall survive the  expiration of
this Lease.


                       ARTICLE 66 - DEPOSIT OF CHECKS
                       ------------------------------

     Owner's deposit of any checks delivered by Tenant  simultaneously with
Tenant's  execution and delivery of this Lease shall not constitute Owner's
execution and delivery of this Lease.


                        ARTICLE 67 - PARTIAL PAYMENT
                        ----------------------------

     If Owner  receives from Tenant any payment  ("Partial  Payment")  less
than the sum of the Fixed Rent,  Additional Rent and other charges then due
and owing pursuant to the term of this Lease,  Owner in its sole discretion
may allocate  such Partial  Payment in whole or in part to any Fixed annual
Rent,  any  annual  rent  and/or any other  charges  or to any  combination
thereof.


                       ARTICLE 68 - PORTERS WAGE RATE
                       ------------------------------

                           Intentionally omitted


                          ARTICLE 69 - ASSIGNMENT
                          -----------------------

     Tenant may sublet all or a portion of the  Demised  Premises or assign
this  lease  with  Owner's  prior  written   consent  which  shall  not  be
unreasonably withheld, provided that:

                                     I

          (a) Tenant shall furnish Owner with the name and business address
of the  proposed  subtenant  or  assignee,  a  counterpart  of the proposed
subleasing or  assignment  agreement,  and  satisfactory  information  with
respect  to the  nature  and  character  of the  business  of the  proposed
subtenant or assignee  together  with  current  financial  information  and
references reasonably satisfactory to Owner.

          (b)  In  the  reasonable  judgment  of  the  Owner  the  proposed
subtenant  or  assignee  is  financially  responsible  with  respect to its
proposed  obligations  under the proposed  agreement  and is of a character
engaged  in a  business  which  is in  keeping  with the  standards  of the
building and the floor or floors in which the Demised Premises are located.

          (c) An  executed  duplicate  original in a form  satisfactory  to
Owner for  review by  Owner's  counsel  of such  subleasing  or  assignment
agreement  shall be  delivered to Owner at least five (5) days prior to the
effective date thereof. In the event of any assignment, Tenant will deliver
to Owner at least  five (5) days  prior to the  effective  date  thereof an
assumption  agreement  wherein  the  assignee  agrees to assume  all of the
terms,  covenants  and  conditions  of this lease to be performed by Tenant
hereunder  and which  provides  that Tenant named herein and such  assignee
shall after the effective date of such  assignment be jointly and severally
liable for the performance of all of the terms, covenants and conditions of
this lease.

          (d)  Tenant,  at  Tenant's  expense,  shall  provide  and  permit
reasonably  appropriate means of ingress to and egress from space sublet by
Tenant.

          (e) Except for any  subletting  or assignment by Tenant to Owner,
each  subletting  or  assignment  shall be  subject  to all the  covenants,
agreements, terms, provisions and conditions contained in this lease.

          (f)  Tenant  covenants  and  agrees  that   notwithstanding   any
subletting  or  assignment  to Owner or to any other  subtenant or assignee
and/or acceptance of rent or Additional Rent by Owner from any subtenant or
assignee,  Tenant shall and will remain fully liable for the payment of the
annual rent and Additional Rent due and to become due hereunder and for the
performance  of  all  the  covenants,  agreements,  terms,  provisions  and
conditions  contained  in  this  lease  on the  part  of the  Tenant  to be
performed.

          (g) Tenant  further agrees that it shall not at any time publicly
advertise  at a rental  rate  less than the Fixed  annual  Rental  plus any
Additional Rent then payable  hereunder,  for assignment or sublease of all
of the space  demised  herein,  or for sublease of any portion of the space
demised herein,  but nothing herein contained shall be deemed to be Owner's
consent to any assignment or subletting.

          (h)  Notwithstanding  anything herein  contained to the contrary,
Tenant  shall have no right to assign  this lease or to sublet the whole of
the Demised  Premises prior to or during the first (6) six months following
the commencement date hereof.

          (i) Tenant shall have no right to assign this lease or sublet the
whole or any part of the Demised  Premises to any party who in dealing with
or has dealt with Owner or Owner's  agent with  respect to space then still
available  for  rent  in the  building  within  the 12  months  immediately
preceding  Owner's  receipt of Tenant's  notice pursuant to item 11 of this
Article.

          (j) Such subletting or assignment shall not cause Owner any cost.

          (k) Tenant shall have  complied and shall comply with each of the
provisions  in this  Article and Owner shall not have made any  election as
provided in item II hereof.

                                     II

     If  Tenant  shall  desire to sublet  all or a portion  of the  Demised
Premises  or to assign  this  lease,  Tenant  shall send to Owner a written
notice by registered  mail at least ninety (90) days prior to the date such
assignment or  subletting is to commence  stating (w) that the intention in
to assign  the  lease,  (x) the  portion  of the  Premises  that the Tenant
desires to sublet,  and if the portion  intended to be sublet shall be less
than the entire Demised Premises and other than an entire floor or multiple
thereof,  such notice shall be accompanied  by a reasonably  accurate floor
plan of the premises to be sublet, (y) the term of such proposed subletting
and (z) the proposed commencement date of such subletting or assignment.

     (a) If Tenant  desires to sublet  all of the  Demised  Premises  or to
assign  this  lease,  then  within  sixty  (60) days  after  receipt of the
aforesaid  notice  Owner may notify  Tenant that Owner elects (1) to cancel
this lease, in which event such cancellation  shall become effective on the
date set  forth  pursuant  to (z)  above  and this  lease  shall  thereupon
terminate  on said date with the same force and effect as if said date were
the expiration  date of this lease: or (2) to require Tenant to assign this
lease to Owner  effective from the date not forth pursuant to (z) above. In
either event Tenant  shall be  obligated  to  surrender  possession  of the
Demised  Premises in the same  condition  as Tenant is obliged to surrender
possession  at the  end  of the  term  as  provided  in  this  lease.  Such
assignment  to Owner  shall  provide  that the  parties to such  assignment
expressly   negate  any  intention  that  any  estate  created  under  such
assignment be merged with any other estate held by either of said parties.

     (b) If Tenant desires to sublet less than all of the Demised  Premises
then within sixty (60) days after  receipt of the aforesaid  notice,  Owner
may notify Tenant that Owner elects to require  Tenant to sublease to Owner
as subtenant of Tenant, the portion of the Demised Premises that Tenant had
specified in its notice to Owner,  for the term, and from the  commencement
date specified in said notice.  The annual rent and Additional  Rent, which
Owner shall pay to Tenant shall be a pro rata  apportionment  of the annual
and Additional  Rent payable  hereunder and it is hereby  expressly  agreed
that such  sublease to Owner shall be upon all the  covenants,  agreements,
terms,  provisions and  conditions  contained in this lease except for such
thereof  which are  inapplicable  and such  sublease  shall  give Owner the
unqualified and unrestricted  right without  Tenant's  permission to assign
such sublease or any interest therein and/or to sublet the space covered by
such  sublease  or any part or parts of such  space and to make or cause to
have  made  or  permit  to  be  made  any  and  all  changes,  alterations,
decorations,  additions,  and  improvements  in the space  covered  by such
sublease,  and that  such may be  removed,  in  whole or part,  at  Owner's
option,  prior  to or upon the  expiration  or  other  termination  of such
sublease  provided  that any damages or injury caused by such removal shall
be repaired.  Such sublease to Owner shall also provide that the parties to
such sublease  expressly negate any intention that any estate created under
such  sublease  be  merged  with any  other  estate  hold by either of said
parties.

     (c) Tenant covenants and agrees that any such assignment or subletting
to Owner or further  assignment or subletting by Owner or Owner's  assignee
or  subleases  may be for any  purpose or purposes  that Owner,  in Owner's
uncontrolled discretion, shall deem suitable or appropriate.

     (d) If Owner,  should fail to exercise any of the elections granted to
it pursuant to the  provisions of  sub-paragraphs  "a" or "b" of Item II of
this  Article and if Tenant  should  sublet all or a portion of the Demised
Premises  for a rental in excess  of the sum of  annual  rental  stipulated
herein and  Additional  Rent  arising  hereunder,  then Tenant shall pay to
Owner as  Additional  Rent 50% of such excess  amount.  In  computing  such
excess amount appropriate  pro-rata  adjustments shall be made with respect
to a subletting of less than all of the Demised Premises.

     (e) Tenant  hereby  waives any claim  against  Owner for money damages
which it may have based  upon any  assertion  that  Owner has  unreasonably
withheld  or  unreasonably  delayed  any  consent  to  an  assignment  or a
subletting  pursuant to this  Article.  Tenant  agrees that its sole remedy
shall be an action or proceeding to enforce such  provision or for specific
performance.

     (f) Assignment  and  subletting  shall for purposes of this Article 69
include  any sale,  exchange  or  disposition  of any  portion of  seller's
shares,  partnership  or ownership  interests or any change of ownership of
Tenant, if Tenant is not an individual.

     (g) If this Lease is  assigned,  sublet or if the demised  premises or
any part  thereof be  underlet  or  occupied by any party other than Tenant
without  Owner's  written  permission,  Owner may, in addition to any other
remedy  provided  to Owner  under  this Lease or by law,  after  default by
Tenant, collect rent from the assignee, subleases, undertenant or occupant,
and  apply  the net  amount  collected  to the  rent  herein  reserved.  No
assignment,  subletting,  underletting,  occupancy or  collection  shall be
deemed a waiver of the provisions  hereof,  the acceptance of the assignee,
subleases,  undertenant or occupant as Tenant,  or a release of Tenant from
the further  performance by or enforcement  upon Tenant of covenants herein
contained  and shall not  prevent  the Owner from  commencing  an action or
proceeding to terminate the prime Tenant's Lease and evict the prime Tenant
for  the  subject  premise.  Such a  termination  and  eviction  action  or
proceeding  shall  be based  upon the  illegal  assignment,  subletting  or
occupancy by someone other than the Tenant. The acceptance of rent or other
payments to Owner from the  assignee,  subleases,  undertenant  or occupant
shall not in any way be  construed  to relieve  Tenant from  obtaining  the
expressed  written  consent  of  Owner  for  such  assignment,   sublet  or
underletting  and  shall  in no  way  be  construed  an  acceptance  and/or
acknowledgement  of such  action or person  nor shall it confer  any rights
upon such person.

                                    III

     If this  lease is  assigned  and Owner  consents  to such  assignment,
Tenant covenants and agrees that the term, covenants and conditions of this
lease may be changed, altered or modified in any manner whatsoever by Owner
and the assignee  without  prior  written  consent of Tenant,  that no such
change,   alteration  or   modification   shall  release  Tenant  from  the
performance by it of any of the terms,  covenant and conditions on its part
to  be  performed  under  this  lease.  Any  such  change,   alteration  or
modification  which  would  have the  effect  of  increasing  or  enlarging
Tenant's  obligations  or  liabilities  under this lease  shall not, to the
extent only such increase or enlargement, be binding upon Tenant.


                           ARTICLE 70 - INTERCOM
                           ---------------------

During this lease Tenant shall pay as Additional Rent the sum of $10.00 per
month for maintenance of the exterior buzzer intercom system. If the system
remains out of order for an unreasonable  period of time,  Tenant shall not
be responsible for intercom charges during such time.


                     ARTICLE 71 - ESTATE TAX ESCALATION
                     ----------------------------------

     71.1 As used herein:

          71.1.1 The term  "Escalation  Year" shall mean each calendar year
which shall include any part of the term.

          71.1.2  The  term  "Taxes"  shall  mean all  real  estate  taxes,
assessments (special or otherwise),  sewer rents, rates and charges, county
taxes or any other  governmental  charge of a similar or dissimilar nature,
whether  general,   special,   ordinary  or   extraordinary,   foreseen  or
unforeseen,  which may be levied,  assessed or imposed upon or with respect
to all or any  part  of the  land  ("Land")  upon  which  the  Building  is
constructed  or the Building by the City or County of New York or any other
taxing  authority.  If by law any  assessment  may be  divided  and paid in
annual  installments,  then,  for the  purposes  of this  Article  (a) such
assessment  shall be deemed to have been so divided upon  application  made
thirty (30) days after the date of entry,  whether before or after the date
hereof,  (b) such assessment  shall be deemed payable in the maximum number
of annual  installments  permitted  by law,  and (c) there  shall be deemed
included in Taxes for each Escalation  Year the annual  installment of such
assessment  becoming  payable during such  Escalation  Year,  together with
interest payable during such Escalation Year on such annual installment and
on all installments  thereafter  becoming due as provided by law, all as if
such  assessment  had been so  divided.  If at any time during the Term the
methods of taxation  prevailing on the date hereof shall be altered so that
in lieu of or as an  addition  to or as a  substitute  for the whole of any
part of the Taxes now levied,  assessed  or imposed (a) a tax,  assessment,
levy, imposition or charge based on the rents received therefrom whether or
not  wholly or  partially  as a capital  levy or  otherwise,  or (b) a tax,
assessment, levy, imposition or charges measured by or based in whole or in
part upon all or any part of the Land or the Building and imposed on Owner,
or (c) a license fee  measured by the rent  payable by Tenant to Owner,  or
(d) any  other  tax,  levy,  imposition,  charge  or  license  fee  however
described   or  imposed,   then  all  such  taxes,   assessments,   levies,
impositions,  charges or license  fees or the part  thereof so  measured or
based, shall be deemed to be Taxes.

          71.1.3  The term  "Owner's  Basic Tax  Liability"  shall mean the
Taxes attributable to the Land and the Building for Calendar Year 1997, and
"Owner's Base Year" shall mean the Calendar Year 1997.

          71.1.4 The term  "Tenant's  Proportionate  Share" shall mean five
point eight (5.8%) percent.

     71.2 If  Taxes  payable  in any  Escalation  Year  falling  wholly  or
partially  within the Term shall be in an amount  constituting  an increase
above Owner's Basic Tax Liability,  Tenant shall pay as Additional Rent for
such Escalation Year a sum equal to the Tenant's Proportionate Share of the
amount by which Taxes for such  Escalation  Year exceed  Owner's  Basic Tax
Liability. Tenant shall, if Owner so elects, pay his proportionate share of
taxes in advance as Additional Rent.

     71.3 If by any reason of any law,  statute,  regulation  or  agreement
with  a  taxing  or  other  governmental   authority  (including,   without
limitation,  a  so-called  "J-51  Program")  any part of the Taxes shall be
reduced,  i.e.,  suspended or abated,  then there shall be subtracted  from
Taxes for purposes of determining the Additional Rent payable hereunder, an
amount  equal to the  decrease  in such  taxes  due to such  suspension  or
abatement.

     71.4 If, as a result of any application or proceeding brought by or on
behalf  of  Owner  for  reduction  in the  assessed  valuation  of the Real
Property  affecting any Escalation Year commencing after Owner's Base Year,
there  shall be a  decrease  in Taxes  for any such  Escalation  Year  with
respect to which Owner shall have previously rendered an Owner's statement,
the  Owner's  Statement  next  following  such  decrease  shall  include an
adjustment for such  Escalation Year reflecting such decrease in Taxes less
all costs and expenses,  including, without limitation, any attorneys' fees
incurred by Owner in connection  with such  application or proceeding  with
respect to any Escalation Year occurring after Owner's Base Year.


                         ARTICLE 72 - MISCELLANEOUS
                         --------------------------

     This Lease embodies the entire agreement between Owner and Tenant. Any
change,  addition,  waiver,  release or  discharge  of this Lease  shall be
ineffective unless signed by the party against whom such change,  addition,
waiver,  release or discharge is sought to be enforced.  Each right,  power
and remedy of Owner provided for in this Lease or now or hereafter existing
at law,  in  equity,  by  statute  or  otherwise  shall be  cumulative  and
concurrent  and shall be in addition to every other right,  power or remedy
provided  for herein or now or  hereafter  existing at law,  in equity,  by
statute or  otherwise,  and the  exercise or  beginning  of the exercise by
Owner of any one or more of such  rights,  powers  or  remedies  shall  not
preclude  the  simultaneous  or later  exercise by Owner of any or all such
other rights, power or remedies.

     73.  Tenant shall be allowed (4) four listings in each of the building
standard  directories,  for which it agrees to reimburse the Owner.  Tenant
agrees  that no signage  shall be affixed  directly  to the  entrance  door
leading to the Demised Premises.

     74. If  electric  current  being  supplied  to Tenant is by the public
utility  corporation  serving  the part of the city where the  building  is
located,   Tenant  agrees  to  purchase  same  from  such  public   utility
corporation. If electric current be supplied by Owner, Tenant covenants and
agrees to  purchase  the same from  Owner or  Owner's  designated  agent at
charges,  terms and rates set,  from time to time,  during the term of this
lease  by  Owner  but  not  more  than  those   specified  in  the  service
classification  in effect on January 1, 1970  pursuant  to which Owner then
purchased electric current from the public utility  corporation serving the
part of the city where the building is located. Said charges may be revised
by Owner in order to  maintain  the  return  to Owner  produced  under  the
foregoing in the event that the Public Service commission  approves changes
in service classifications, terms, rates or charges for such public utility
during the term hereof.  Where more than one meter  measures the service of
Tenant in the  building,  the service  rendered  through  each meter may be
computed and billed  separately in accordance with the rates herein.  Bills
therefore  shall be rendered at such times as Owner may elect. In the event
that  such  bills  are not paid  within  five (5) days  after  the same are
rendered,  Owner may,  without further  notice,  discontinue the service of
electric  current to demised  premises  without  releasing  Tenant from any
liability under this lease and without Owner or Owner's agent incurring any
liability for any damage or loss sustained by Tenant by such discontinuance
of service.  At the option of Owner,  Tenant  also agrees to purchase  from
Owner or its agent all lamps or bulbs used in the demised  premises  and to
pay the cost of installation thereof.  Owner shall not in any other wise be
liable or  responsible  to Tenant for any loss or damage or  expense  which
Tenant may sustain or incur if either the quantity or character of electric
services  is changed or is no longer  available  or suitable  for  Tenant's
requirements.   Any  riser  or  risers   to  Supply   Tenant's   electrical
requirements,  upon written request of Tenant,  will be installed by Owner,
at the sole cost and expense of Tenant,  if in Owner's  sole  judgment  the
same are  necessary  and will not cause  permanent  damage or injury to the
building or demised  premises or cause or create a dangerous  or  hazardous
condition  or  entail  excessive  or  unreasonable  alterations,  repair or
expense  or  interfere  with or disturb  other  tenants  or  occupants.  In
addition to the  installation  of such riser or risers Owner will also,  at
the sole cost and expense of Tenant, install all other equipment proper and
necessary  in  connection  therewith  subject  to the  aforesaid  terms and
conditions.  Tenant  covenants  and  agrees  that at all  times  its use of
electric current shall never exceed the capacity of existing feeders to the
building or the risers or wiring  installations.  It is further  covenanted
and agreed by Tenant that all the  aforesaid  costs and  expenses  shall be
paid by Tenant to Owner within five (5) days after rendition of any bill or
statement to Tenant  therefore.  Owner may discontinue any of the aforesaid
services  upon thirty (30) days notice to Tenant  without  being  liable to
Tenant  therefore  or  without  in any  way  affecting  this  lease  or the
liability of Tenant  hereunder or causing a diminution of rent and the same
shall not be deemed to be a lessening or diminution of services  within the
meaning  of  any  law,  rule  or  regulation  now  or  hereafter   enacted,
promulgated   or  issued.   In  the  event   Owner  gives  such  notice  of
discontinuance,  Owner shall permit  Tenant to receive such service  direct
from said public utility  corporation,  in which event, the Tenant will, at
its own cost and expense,  furnish and install all risers,  service wiring,
and switches  that may be necessary for such  installation  and required by
the public utility company, and will, at its own cost and expense, maintain
and keep in good repair all such risers, wiring and switches.  Tenant shall
make  no  alterations  or  additions  to  the  electric   equipment  and/or
appliances  without the prior  written  consent of Owner in each  instance.
Rigid  conduit  only will be allowed.  If any tax is imposed  upon  Owner's
receipts  from the sale or resale of  electric  energy or gas or  telephone
service to Tenant by any  Federal,  State or  Municipal  Authority,  Tenant
covenants and agrees that where  permitted by law,  tenant's pro rata share
of such taxes shall be passed on to and included in the bill of and paid by
Tenant to Owner. Any sums due and payable to Owner under this Article shall
be collectible as Additional Rent.

     75. Intentionally Deleted.

     76.  Owner's  Work within the Demised  Premises  shall  consist of the
following:

          a.   Landlord shall deliver  Premises in  broom-clean  condition,
               "AS IS", with windows in reasonably operable condition.

     77.  Upon  completion  of  Tenant  construction  to alter  or  improve
interior  of Demised  Premises,  Tenant  shall  submit  copies of bills and
canceled checks paid for such work, which shall not include furnishings, to
Landlord.  Upon  Landlord's  verification of the validity of work completed
and bills and canceled checks submitted, Landlord will reimburse Tenant for
the cost of such work up to a maximum of $29,000.00.

     78.  Tenant  shall have the first right to lease,  from and after such
dates on which Tenant,  from time to time,  gives  Landlord  notice that it
wishes to lease  additional space pursuant to this first right to lease any
unencumbered  space which may become available on the 3rd or 5th floors, if
not  designated  by Landlord for  residential  use.  Landlord  shall not be
obligated to notify Tenant of such designation when it occurs.  Tenant must
exercise this right within twenty days of giving notice.

     79. Landlord  represents that Tenant shall have access to the Building
24 hours a day, 7 days a week.



                 LEASE MODIFICATION AND EXPANSION AGREEMENT

     This  Agreement  is dated as of October 1, 1997  between  FIFTH AVENUE
WEST ASSOCIATES, L.P., having an office at 13 East 16th Street, Suite #400,
New York,  New York 10003  ("Owner")  and  WEBGENESIS,  INC., a corporation
having  an  address  at 31 West  21st  Street,  New  York,  New York  10010
("Tenant").

                                  Recitals
                                  --------

     A. Owner is the current owner of the premises  having an address at 31
West 21st Street, New York, New York 10010 ("Building") .

     B.  Tenant  occupies  Suite #400 of the  Building  pursuant to a Lease
dated  January 14, 1997 between  FIFTH  AVENUE WEST  ASSOCIATES,  L.P.,  as
Owner, and WEBGENESIS, INC., as Tenant.

     C. The  Lease for  Suite  #400  provides  that it shall  terminate  on
January 31st, 2002 unless otherwise renewed or extended.

     D. Upon  payment  of Ten  ($10.00)  Dollars  by  Tenant to Owner,  the
receipt and  sufficiency of which is  acknowledged,  Owner and Tenant agree
that:

          1. The Lease shall be amended to provide  that, as of December 1,
1997, Suite #602 shall be added to the Demised Premises,  so that the first
page of the Lease  shall  read  "Owner  hereby  leases to Tenant and Tenant
hereby hires from Owner, Suite #400 and Suite #602."

          2. The terms of the Lease  Modification  and Expansion  Agreement
for Suite #602 shall expire on November 30, 1999 unless  sooner  terminated
pursuant to the provisions of the Lease.

          3. Article 41 ("Fixed Rent and Additional Rent") shall be amended
so that during the  Modification and Expansion Period from December 1, 1997
to November  30,  1999,  Tenant's  annual  Fixed Rent shall be increased by
$44,800.00,  representing charges applicable for Suite #602. All rent shall
be  paid on the  first  day of each  month  in  advance  in  equal  monthly
installments.

          4.  Article 29 ("Water  Charges")  and Art1cle 30  ("Sprinklers")
shall be amended so that  during the  Modification  and  Expansion  Period,
Tenant's  monthly  charges shall be increased by $30.00 each,  representing
the charges applicable for Suite #602.

          5.  Article 32  ("Security")  shall be  amended so that  Tenant's
security  deposit  for suites  #400 and #602 shall at all times be equal to
two months Fixed and Additional Rent.

          6.  Article  50 ("Legal  Requirements")  shall be amended so that
during the  Modification  and Expansion  Period,  Tenant's charges shall be
increased  by five  point  eight  percent  (5.8%),  representing  the share
applicable to Suite #602.

          7.  Article 70  ("Intercom")  shall be amended so that during the
Modification  and  Expansion  period,  Tenant's  monthly  charge  shall  be
increased by $10.00, representing the charge applicable to Suite #602.

          8. Article 71 ("Real Estate Tax Escalation") shall be amended for
the  Modification  and  Expansion  Period so that  "Tenant's  Proportionate
Share" shall be increased by five point eight percent (5.8%),  representing
the share applicable to Suite #602.

          9.  Owner  shall  deliver  Suite  #602 to Tenant  in  broom-clean
condition.

          10. Except as modified by this Agreement, all other provisions of
the Lease shall  continue as stated in the Lease for the  Modification  and
Expansion Period.

          11.  Except  as  modified  by this  Agreement,  Tenant  shall  be
required  to pay all  Additional  Rent as stated in the  Lease  during  the
Modification and Expansion Period.

          12. Execution of this Agreement by the Owner shall not constitute
a waiver of or consent to any default, breach or condition that might ripen
into a default  or breach  and Owner  preserves  any right or remedy it may
have against Tenant with respect thereto.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
first day first written above.





              /s/                                      /s/
- ---------------------------------              ----------------------------
FIFTH AVENUE WEST ASSOCIATES, L.P.             WEBGENESIS, INC.
BY STEVEN ALBERT, GENERAL PARTNER              BY:  (PLEASE PRINT)
                                               TITLE:   [illegible]
                                               NAME:    [illegible]





                  COMMERCIAL USE ONLY - NO LIVING ALLOWED
                  ---------------------------------------

                                                            EXHIBIT 10.9

                         D.A.R.T. SERVICE AGREEMENT
                         --------------------------


          "DART  Technology,"  as herein  defined,  may be used only on the
condition  that the  Company (as defined  herein)  agrees to the  following
terms  and   conditions.   As  of  April  15,   1997,   DoubleClick,   Inc.
("DoubleClick")  with an address at 41 Madison  Avenue,  New York, NY 10010
grants to:

Company: Web Genesis, Inc.

Address: 31 West 21st Street, 4th Floor
         ------------------------------

         New  York,  NY        USA            10011
         ---------------------------------------------
         City        State     Country        Zip Code

(herein "Company"),  and Company hereby accepts on the terms and conditions
set forth herein, the right to use the DART Technology, developed and owned
by  DoubleClick  as  described  below in  connection  with the  delivery of
Banners (as defined herein) to the Web Site (as defined herein).

          1. Definitions:  As used herein the following defined terms shall
have the following meanings:

               a.   "Advertiser"  is  defined  as  each  advertiser   which
     authorizes  Company to deliver  said  advertiser's  Banners to the Web
     Site.

               b. "Banner" is defined as an Advertiser's  advertisement and
     its contents which appears on the Web Site.

               c.  "Impression"  is defined as occurring each time a Banner
     appears on the Web Site  resulting  from a user  accessing or visiting
     such Web Site.

               d.  "Non-Paying  Banner"  is  defined  as a Banner for which
     Company does not receive payment or  consideration of any kind for its
     delivery  to the Web Site.  All  Non-Paying  Banners  shall  reside on
     Company's server.

               e. "Paid  Banner"  is defined as a Banner for which  Company
     shall receive payment or consideration of any kind (including, without
     limitation,  in-kind or barter  consideration)  from an Advertiser for
     delivery of its Banner to the Web Site.

               f. "Web Site" is defined as webgenesis.com.

          2. DART Technology:  The DART Technology  consists of (a) any and
all of DoubleClick's  proprietary  technology which allows for the targeted
delivery of Banners to Internet  users based on a set of criteria  selected
by  Advertisers,  (b)  DoubleClick's  Ad  Management  System  and  (c)  all
accompanying written,  explanatory or technical material, user or reference
manuals and  installation  guidelines  related to the DART  technology (the
"Documentation").

          Company shall be given a unique password to access  DoubleClick's
Ad Management System so as to permit the delivery of Banners using the DART
Technology which password shall be made available to DoubleClick by Company
for DoubleClick's use in trafficking Banners as provided hereunder. Company
shall be solely responsible for soliciting all Advertisers and handling all
Advertiser inquiries of any type or nature.

          DoubleClick's sole obligations hereunder shall be to (a) make the
DART  Technology  available  to Company for the  delivery  of Banners,  (b)
traffic Banners using the DART Technology,  which trafficking shall consist
of inputting the Banners into the DART Technology  service and (c) redirect
its server to pick up  Non-Paying  Banners from  Company's  server so as to
enable  Company to deliver said  Non-Paying  Banners.  Notwithstanding  the
foregoing,  Company  may,  upon  thirty (30) days prior  written  notice to
DoubleClick,  and provided Company's designated employees have been trained
by  DoubleClick  as  provided  herein,   traffic  Banners  using  the  DART
Technology. Thereafter, Company shall be solely responsible for trafficking
all Banners in connection with the Web Site.

          3. Grant of Rights:  In  consideration  of  Company's  payment to
DoubleClick of the fees  specified in this  Agreement,  DoubleClick  grants
Company the non-exclusive and non-transferable right during the Term hereof
to use the DART  Technology  for  delivery  Banners  to the Web  Site.  The
parties  acknowledge and agree that Company's access to the DART Technology
shall not extend  beyond that  necessary  to permit  Company to deliver the
Banners to the Web Site. Company agrees that it shall be solely responsible
for all costs and expenses it incurs in connection  with this Agreement and
use  of  the  DART  Technology,  including,  without  limitation,  expenses
associated  with  creating,  developing,  editing,  updating and  otherwise
managing  Banners  and all  content and  services  available  on or through
Banners,  delivery  of  Banners  to the  Web  Site  and  establishment  and
maintenance of links to the Web Site.

          4. Training: DoubleClick shall provide those employees of Company
who will be accessing and using the DART  Technology with a training course
(the "Training Course") explaining the proper use of the DART Technology at
a time and place to be mutually  agreed upon by  DoubleClick  and  Company.
Company  acknowledges  and  agrees  that (a) it shall not permit any of its
employees to access and use the DART  Technology  unless any such  employee
has successfully completed the Training Course and has been so certified by
DoubleClick;  and (b) the DART Technology  shall only be used in accordance
with the policies, practices and procedures described in the Documentation.

          5. Fee: In  consideration  of the rights herein granted,  Company
agrees to pay to DoubleClick as follows:

               a. For Paid Banners: DoubleClick shall receive a monthly fee
     calculated as follows:

     Number of Paid Banner                           Cost Per One Thousand
     Impressions per Month                             Impressions (CPM)
     ---------------------                           ---------------------

      0 - 5,000,000

      5,000,001 and above

     (By way of example,  if for a given calendar month there are 7,000,000
     Paid Banner Impressions and DoubleClick provides trafficking services,
     DoubleClick's fee for said month shall equal             calculated as
     follows:  (i)     /CPM for Paid Banner Impressions 1 through 5,000,000
     (i.e.     ) and  (ii)     /CPM for Paid Banner  Impressions  5,000,001
     through 7,000,000 (i.e.     ).

          If  Company  elects  to  traffic  Paid  Banners  as  provided  in
paragraph  2 hereof,  the above  referenced  costs  per 1,000  Paid  Banner
Impressions shall each be reduced by          to          and             ,
respectively.

               b. For Non-Paying Banners:  Company shall pay to DoubleClick
     a monthly fee equal to         /CPM for Non-Paying Banner Impressions.

               c.  Payment  Terms:  All  fees  due to  DoubleClick  for any
     calendar  month  shall be payable  by check  within  thirty  (30) days
     following the end of each month.

          6. Term: The term of this  Agreement  (the "Initial  Term") shall
commence on the date first set forth above and shall  continue for a period
of six (6) months  thereafter.  The term shall  thereafter be automatically
extended on the same terms and conditions as are contained  herein for five
(5) consecutive additional six (6) month periods (the "Subsequent Periods")
unless either party  provides the other with written  notice at least sixty
(60) days prior to the end of the  Initial  Term or any  Subsequent  Period
stating that the Agreement  shall not be renewed.  The Initial Term and any
Subsequent Period,  shall  collectively be referred to as the "Term".  Upon
the expiration or earlier termination of this Agreement, Company's right to
use the DART  Technology  or any part  thereof  shall end  immediately  and
Company shall no longer access the DART Technology and Company shall return
all original  Documentation  (and any  authorized  copies of said  original
Documentation) to DoubleClick.

          7. Limitations on Use: Company may not use, copy,  modify,  alter
or distribute the DART Technology (electronically or otherwise),  except as
expressly authorized by DoubleClick in writing.  Under no circumstances may
Company reverse assemble, reverse compile or otherwise attempt by any other
method to create or derive the source programs or any part thereof from the
object  program  or  from  other  information  made  available  under  this
Agreement or  otherwise,  nor  authorize  any third parties to do the same.
Company  shall  not be  entitled  to  copy  the  Documentation,  except  as
expressly authorized by DoubleClick in writing.

          8. Proprietary  Protection:  Company understands and acknowledges
that the DART Technology reflects  substantial trade secrets of DoubleClick
and that  DoubleClick  shall have the sole and  exclusive  ownership of all
right, title and interest in and to the DART Technology and all copies, and
all  Enhancements (as defined herein) thereto  (including  ownership of all
copyrights,  patents  and other  intellectual  property  rights  pertaining
thereto),  subject only to the rights expressly  granted to Company herein.
This  Agreement  does not provide  Company  with any title to or  ownership
interest  in the DART  Technology,  but only  with a right of  limited  use
during the Term hereof. At no time shall Company assert any right, title or
interest  in the  DART  Technology  or any  element  thereof  or in any new
release  of  or  Enhancement  to  the  DART  Technology  or  in  the  names
"DoubleClick",  "Spotlight",  "Test It", or any derivatives thereof, or any
other  trademarks,  service marks,  tradenames,  symbols and logos owned or
controlled  by  DoubleClick   (collectively,   "DoubleClick's   Proprietary
Materials").  Company agrees that it will not directly or indirectly use or
permit any of DoubleClick's  Proprietary Materials to be used in connection
with any product,  service,  promotion or publication without DoubleClick's
prior written  consent.  Company further  acknowledges  and agrees that the
Documentation was developed by DoubleClick and DoubleClick retains the sole
and exclusive ownership of, and all right, title and interest in and to the
Documentation, including the copyrights therein.

          9. Maintenance:  Upon Company's request, DoubleClick will provide
maintenance services,  if DoubleClick's  personnel are available to provide
such  technical  support,  for a fee to be  negotiated in good faith by the
parties  prior  to  DoubleClick  providing  such  services  [,  based  upon
DoubleClick's  standard  hourly  rates].  It is understood  and agreed that
DoubleClick  shall not be  required  to perform  any  maintenance  services
hereunder.

          10.  Updates  and  Upgrades:  During  the  Term  hereof  and upon
Company's  request and only as long as all outstanding  fees have been paid
by Company to  DoubleClick,  DoubleClick  shall  provide  Company  with any
non-custom enhancements, maintenance modifications, updates and/or upgrades
of the  DART  Technology  (collectively,  "Enhancements")  as  they  become
available,  at no  additional  expense to Company and upon the provision of
said  Enhancements  to Company the  foregoing  will become part of the DART
Technology for purposes of this Agreement. DoubleClick's failure to provide
Enhancements shall not be deemed a material breach of this Agreement.

          11.  Representations  and Warranties by DoubleClick:  DoubleClick
warrants and represents that DoubleClick has the full  unrestricted  right,
power,  and legal capacity to enter into this  Agreement,  to carry out the
terms  and  conditions  hereof  and to  grant to  Company  the  rights  and
privileges herein granted to Company.  EXCEPT AS PROVIDED IN THIS PARAGRAPH
11,  DOUBLECLICK  MAKES NO  WARRANTIES  OF ANY  KIND,  WHETHER  EXPRESS  OR
IMPLIED,  INCLUDING ANY IMPLIED WARRANTY OR  MERCHANTABILITY  OR FITNESS OF
THE DART  TECHNOLOGY  FOR A PARTICULAR  PURPOSE.  DOUBLECLICK  SHALL NOT BE
LIABLE FOR OR TO COMPANY,  NOR FOR OR TO ADVERTISERS,  NOR FOR THE CONTENTS
OF THE WEB  SITE OR  PAGES,  NOR FOR ANY  LOSS,  COST,  DAMAGE  OR  EXPENSE
(INCLUDING  COUNSEL FEES) INCURRED BY ANY ADVERTISER IN CONNECTION WITH THE
DELIVERY  OF ANY OF  ADVERTISER'S  BANNERS  TO THE  WEB  SITE  BY  COMPANY,
INCLUDING,  WITHOUT  LIMITATION,  FOR ANY TECHNICAL  MALFUNCTION,  COMPUTER
ERROR OR LOSS OF DATA OR OTHER INJURY, DAMAGE OR DISRUPTION TO ADVERTISER'S
BANNERS.  IN NO  EVENT  SHALL  DOUBLECLICK  BE  LIABLE  FOR  ANY  INDIRECT,
INCIDENTIAL,  CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR
RELATED TO THIS  AGREEMENT  EVEN IF SUCH DAMAGES ARE FORSEEABLE AND WHETHER
OR NOT DOUBLECLICK HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT
SHALL DOUBLECLICK'S LIABILITY ARISING OUT OF THE USE OF THE DART TECHNOLOGY
OR OTHERWISE OUT OF THIS AGREEMENT,  NOTWITHSTANDING  THE FORM IN WHICH ANY
ACTION MAY BE BROUGHT (E.G. TORT, CONTRACT,  OR OTHERWISE) EXCEED THE TOTAL
AMOUNT PAID TO DOUBLECLICK BY COMPANY HEREUNDER.  COMPANY SHALL REQUIRE ALL
ADVERTISERS  TO  SIGN  A  STATEMENT  ACKNOWLEDGING  THE  FOREGOING,   WHICH
STATEMENTS  SHALL BE PROMPTLY  FORWARDED  TO  DOUBLECLICK  BY COMPANY.  THE
COMPANY ACKNOWLEDGES THAT THE AFOREMENTIONED  REQUIREMENT IS OF THE ESSENCE
OF THIS AGREEMENT.

          12.  Representation  and Warranties by Company:  Company warrants
and represents that:

               a. Company has the full unrestricted right, power, and legal
     capacity  to enter into this  Agreement,  to grant the  rights  herein
     granted and fully to perform its obligations hereunder;

               b. Company has entered into  Agreements with each Advertiser
     granting Company the right to deliver said Advertiser's Banners to the
     Web Site using DART Technology;

               c. Company and/or  Advertisers  own and/or have the right to
     use to the extent  necessary  all  material  contained in the Banners,
     including,  without  limitation,  the  copyright,  trademark and other
     proprietary  rights  in and to  such  materials  and  the  use of such
     materials  will not  violate  any  federal,  state  or  local  laws or
     regulations;

               d. Company  and/or  Advertisers  have secured the  requisite
     permission to use any person's name,  voice,  likeness and performance
     as embodied in the  Banners,  or any other  element  contained in said
     material; and

               e. Company's use of the DART Technology will not violate any
     federal, state or local laws.

          13.  Indemnification:   Company  agrees  to  indemnify  and  hold
DoubleClick harmless from and against any and all claims, actions,  losses,
damages,  liability,  costs and expenses (including  reasonable  attorneys'
fees)  arising  out  of or  in  connection  with  (i)  the  breach  of  any
representation,  warranty or agreement made by Company hereunder,  (ii) the
Web  Site  including,  without  limitation,   claims  for  infringement  of
copyright or other intellectual  property rights and violation of rights of
privacy or publicity  and/or (iii) the delivery of Banners by Company using
the DART  Technology.  DoubleClick  shall  promptly  notify  Company of all
claims and proceedings related thereto of which DoubleClick becomes aware.

          14. Termination by DoubleClick:  DoubleClick shall have the right
to terminate this Agreement at any time if:

               a.  Company  breaches  or  is  in  default  of  any  of  its
     representations,  warranties,  agreements,  covenants  or  obligations
     contained herein,  including,  without  limitation,  Company's payment
     obligations,  and fails to cure such breach or default  within  thirty
     (30) days of Company's receipt of DoubleClick's written notice of such
     default.

               b.  DoubleClick,  in its reasonable  good faith  discretion,
     determines  that  Company  has used,  could use, or intends to use the
     DART Technology in such a manner that (a) could damage or cause injury
     to the DART  Technology or (b) reflects  unfavorably on the reputation
     of DoubleClick.

          15.  Assignment:  The  Agreement  does not  extend  to  Company's
subsidiaries,  affiliates,  assignees,  or  related  or  sister  companies.
Company's rights hereunder may not be sold,  transferred,  leased, assigned
or  sublicensed  to any  individual,  firm,  corporation  or  other  entity
(including,   without  limitation,   Company's  subsidiaries,   affiliates,
assignees,  or related or sister  companies)  without  DoubleClick's  prior
written  consent.  Any act in derogation of the foregoing shall be null and
void and shall not relieve Company of its obligations under this Agreement.
Any attempt by Company to assign the rights  granted  herein  shall be void
and  shall  automatically   terminate  Company's  right  to  use  the  DART
Technology.

          16. Audit Rights:  Upon written  notice,  DoubleClick may examine
(or at  DoubleClick's  cost and expense  appoint an  independent  certified
public  accountant or reputable  industry audit  representative to examine)
the books and records of Company relating to the revenues earned by Company
in connection  with its delivery of Banners using the DART  Technology,  on
the premises of Company, during reasonable business hours.

          17. Confidentiality:  Any information relating to or disclosed in
the course of this  Agreement by either party (the  "Disclosing  Party") to
the other party (the "Receiving  Party"),  which is or should be reasonably
understood to be  confidential  or  proprietary  to the  Disclosing  Party,
including  but not  limited  to,  the  material  terms  of this  Agreement,
information about the DART Technology and technical processes and formulas,
source code, product designs,  sales, cost and other unpublished  financial
information,  product and business plans,  projections,  and marketing data
shall be deemed "Confidential Information" and shall not be used, disclosed
or reproduced by the Receiving  Party without the Disclosing  Party's prior
written consent.  "Confidential  Information" shall not include information
(a) already lawfully known to or  independently  developed by the Receiving
Party,  (b) disclosed in published  materials,  (c) generally  known to the
public,  (d) lawfully  obtained from any third party, or (e) required to be
disclosed by law.

          18. Independent Contractor Status: For purposes hereof each party
shall be and act as an  independent  contractor  and not as partner,  joint
venturer or agent of the other.

          19.   Modifications  and  Waivers:   This  Agreement,   including
represents the entire  understanding  between  DoubleClick  and Company and
supersedes all prior  agreements.  No waiver,  modification  or addition to
this  Agreement  shall be valid unless in writing and signed by the parties
to this Agreement.

          20.  Applicable  Law:  This  Agreement  shall be  governed by and
construed in accordance with the substantive  laws of the State of New York
and Company agrees that  jurisdiction  and venue of all matters relating to
this Agreement shall be vested  exclusively in the federal,  state or local
courts within the State of New York.

          21.  Severability:  If any provision of this  Agreement  shall be
adjudicated by any court of competent  jurisdiction to be  unenforceable or
invalid,  that  provision  shall be limited or  eliminated  to the  minimum
extent  necessary so that this  Agreement  shall  otherwise  remain in full
force and effect and the other provisions shall be unaffected.


                                          Accepted:

                                          WEB GENESIS INC.

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

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


Approved:

DOUBLECLICK, INC.

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

                                                            EXHIBIT 10.10

Amendment dated as of May 1, 1998, to original DART Service Agreement dated
April 15,  1997.  For good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged,  the parties hereby amend the
original DART Service Agreement as follows:

I. All capitalized terms used herein but not otherwise defined herein shall
have the meaning set forth in the original DART Service Agreement.

II. The  following  shall  constitute  new and revised  definitions  to the
original DART Service Agreement.

New and Revised Definitions:

"Paid  Banner"  is  defined as a Banner  for which  Company  shall  receive
payment  or  consideration  of any  kind  (including,  without  limitation,
in-kind or barter consideration) from an Advertiser for the delivery of its
Banner to the Web Site.  Paid  Banners do not include  Non-Paying  Banners,
Button Banners and Chat Banners.

"Non-Paying  Banner"  is defined  as a Banner  for which  Company  does not
receive  payment or  consideration  of any kind for its delivery to the Web
Site. All Non-Paying Banners shall reside on the Company's server.

"Button  Banner" is defined as a Banner  for which  Company  shall  receive
payment  or  consideration  of any  kind  (including,  without  limitation,
in-kind or barter  consideration)  from an  Advertiser  for delivery of its
Banner  to the Web  Site  that is 120  pixels  wide by 120  pixels  high or
smaller. All Button Banners shall reside on the Company's Server.

"Chat  Banner"  is  defined as a Banner  for which  Company  shall  receive
payment  or  consideration  of any  kind  (including,  without  limitation,
in-kind or barter  consideration)  from an  Advertiser  for delivery of its
Banner to the  areas of the Web Site the  content  of which is  exclusively
online chat,  whereby users communicate with one another in near real time.
All Chat Banners shall reside on the Company's server.

III. The following  amends the fee in the original  DART Service  Agreement
and shall take effect on May 1, 1998.

Revised Fees for Banners trafficked by Company:

     A. For Paid Banners which Company traffics,  DoubleClick shall receive
a monthly fee calculated as follows:

Number of Paid Banner                                 Cost Per One Thousand
Impressions per Month                                 Impressions (CPM)
- ---------------------                                 ---------------------

First 10,000,000
From 10,000,001 to 20,000,000
From 20,000,001 to 30,000,000
From 30,000,001 to 40,000,000
From 40,000,001 to 50,000,000
From 50,000,001 and above

By way of example,  if for a given calendar month there are 30,000,000 Paid
Banner  Impressions  which are trafficked by Company and delivered  through
the DART  Service,  DoubleClick's  fee for said month  shall  equal        
calculated as follows:  (i)     /CPM for Paid Banner  Impressions 1 through
10,000,000  (i.e.     );  plus  (ii)     /CPM  for Paid  Banner  Impression
10,000,001 to 20,000,000  (i.e.    );  plus  (iii)     /CPM for Paid Banner
Impressions 20,000,001 to 30,000,000 (i.e.     ).

     B. For Non-Paying Banners which Company traffics: Company shall pay to
DoubleClick  a  monthly  fee  equal to        /CPM for  Non-Paying  Banners
trafficked by Company and delivered  through the DART Service provided that
Non-Paying Banners will not be served from DoubleClick's servers, but shall
be redirected  by  DoubleClick  to the Company's  servers for delivery from
such servers.

     C. For Button Banners and Chat Banners which Company traffics: Company
shall pay to  DoubleClick  a  monthly  fee equal to       /CPM  for  Button
Banners and Chat Banners  trafficked by Company and  delivered  through the
DART  Service,  provided  that Button  Banners and Chat Banners will not be
served from DoubleClick's  servers,  but shall be redirected by DoubleClick
to the Company's servers for delivery from such servers.

Except as otherwise amended by this Amendment,  the terms and conditions of
the original DART Service  Agreement are hereby  ratified and confirmed and
shall continue in full force and effect.

Accepted:                                       Approved:

WEB GENESIS                                     DOUBLECLICK INC.


By:                                             By:
   -----------------------                         -----------------------
Title:                                          Title:
      -----------------------                         -----------------------
Date:                                           Date:
     -----------------------                         -----------------------

                                                            EXHIBIT 10.11

                            EMPLOYMENT AGREEMENT
                            --------------------



          THIS EMPLOYMENT AGREEMENT, dated as of August 31st, 1998 (this
"Agreement"), by and between theglobe.com, inc., a Delaware corporation
(the "Company") and Dean Daniels (the "Employee").

          WHEREAS, the Employee represents that he possesses skills,
experience and knowledge that are of value to the Company; and

          WHEREAS, the Company desires to enlist the services and
employment of the Employee on behalf of the Company and the Employee is
willing to render such services on the terms and conditions set forth
herein.

          NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the parties hereto agree as follows:

          1. Employment Term. Subject to the terms and provisions of this
Agreement, the Company hereby agrees to employ the Employee and Employee
hereby agrees to be employed by the Company for the period commencing on
the date of this Agreement and ending on the third anniversary of the date
of this Agreement, unless terminated sooner as hereinafter provided (the
"Employment Term").

          2. Duties. During the Employment Term the Employee shall serve as
Chief Operating Officer of the Company or such other position(s) as may be
agreed upon by Company and Employee and shall perform such duties, services
and responsibilities incident to such position(s) as determined from time
to time by the Board of Directors of the Company (the "Board"). The
Employee also agrees to perform such other duties, services and
responsibilities as may from time to time be requested by the Board
commensurate with the Employee's position(s). In performing such duties
hereunder, the Employee will report directly to the Chief Executive Officer
and/or the President of the Company.

          The Employee shall devote his full business time, attention and
skill to the performance of such duties, services and responsibilities, and
will use his best efforts to promote the interests of the Company. The
Employee will not, without the prior written approval of the President or
Chief Executive Officer of the Company, engage in any other corporate,
civic or charitable activity which would interfere with the performance of
his duties as an employee of the Company, is in violation of written
Company policies, is in violation of applicable law, or would create a
conflict of interest with respect to the Employee's obligations as an
employee of the Company.

          3. Compensation. In consideration of the performance by the
Employee of the Employee's obligations during the Employment Term
(including any services as an officer, director, employee, member of any
committee of the Company or any subsidiary, or otherwise), the Company
shall compensate the Employee as follows:

          (a) A base salary (the "Base Salary") at an annual rate of not
less than $250,000 per year, payable in accordance with the normal payroll
practices of the Company then in effect. Over the course of the Employment
Term, the Employee will be eligible to receive annual increases in the Base
Salary as determined by the Chief Executive Officer and the President of
the Company within the guidelines established by the Board of Directors.

          (b) An annual cash bonus of no less than $50,000 (the "Bonus").

          (c) Options to purchase shares of common stock of the Company, in
the amounts and under the terms and conditions (including as to timing of
vesting) set forth in the stock option attached hereto, which stock option
has been duly executed and delivered by the Company and Employee on or
prior to the date of this Agreement.

          The Employee shall be solely responsible for taxes imposed on the
Employee by reason of any compensation and benefits provided under this
Agreement (except those taxes normally borne by the Company) and all such
compensation and benefits shall be subject to applicable withholding taxes.

          4. Disability. If the Employee is unable, as reasonably
determined by the Chief Executive Officer or President of the Company, to
perform his duties, services and responsibilities hereunder by reason of a
physical or mental infirmity for a total of 90 calendar days in any
twelve-month period during the Employment Term ("Disability"), the Company
shall not be obligated to pay the Employee any Base Salary for any period
of absence in excess of such 90 calendar days and, in any case, shall be
entitled to terminate the Employee's employment hereunder in accordance
with Section 7.

          5. Benefits and Stock Options. In addition to the payments
described in Section 3 of this Agreement, during the period that the
Employee is employed by the Company pursuant to this Agreement, the
Employee shall be entitled to participate in any employee benefit plans
(including any stock option or similar plans) then in effect for similarly
situated employees and receive any other fringe benefits that the Company
then provides to similarly situated employees to the extent the Employee
meets the eligibility requirements for any such plan or benefit.

          6. Vacations. During the Employment Term the Employee shall be
entitled to no less than 15 the number of paid vacation days in each
calendar year.

          7. Termination. The Employee's employment with the Company and
the Employment Term shall terminate upon the expiration of the Employment
Term or upon the earlier occurrence of any of the following events:

          (a) The death of the Employee ("Death").

          (b) The mutual agreement between the Company and the Employee on
an early termination date.

          (c) The termination of employment by the Company for Cause.
Termination of employment for "Cause" shall mean termination based on: (i)
the Employee's material breach of this Agreement, (ii) conduct by the
Employee that is fraudulent or unlawful, (iii) gross negligence of or
willful misconduct by the Employee which discredits or damages the Company
or (iv) willful and repeated failure to perform his duties and such failure
to perform adversely affects the Company.

          (d) The termination of employment by the Company for Disability.

          (e) The termination of employment by the Company other than for
Cause, Disability or Death.

          8. Termination Payments. If the Employee's employment with the
Company terminates for whatever reason, the Company will pay the Employee
(i) any accrued and unpaid Base Salary as of the Termination Date and (ii)
an amount to reimburse the Employee for any and all monies advanced or
expenses incurred in connection with the Employee's employment for
reasonable and necessary expenses incurred by the Employee on behalf of the
Company on or prior to the date of termination but not paid to the
Employee. If the Employee's employment with the Company terminates pursuant
to Section 7(e) hereof, (i) all stock options held by the Employee that
have not vested shall automatically vest, (ii) the Company will continue to
pay the Employee an amount equal to the Employee's Base Salary (at the rate
in effect at the time of termination of employment) for one year following
the termination of Employee's employment, and (iii) the Company will pay
the Employee an amount in the cash equal to the Bonus in respect of the
calendar year in which such termination occurs.

          The foregoing payments upon termination shall constitute the
exclusive payments due the Employee upon termination under this Agreement,
but shall have no effect on any benefits which may be due the Employee
under any plan of the Company which provides benefits after termination of
employment, other than severance pay or salary continuation which shall be
reduced by the amount of any payment received by the Employee pursuant to
this Agreement.

          9.   Employee Covenants.
               ------------------

          (a) Unauthorized Disclosure. The Employee agrees and understands
that in the Employee's position with the Company, the Employee has been and
will be exposed to and receive information relating to the confidential
affairs of the Company and its subsidiaries and/or affiliates, including
but not limited to technical information, intellectual property, business
and marketing plans, strategies, customer information, other information
concerning the products, promotions, development, financing, expansion
plans, business policies and practices of the Company, its subsidiaries
and/or affiliates, and other forms of information considered by the Company
to be confidential and in the nature of trade secrets. The Employee agrees
that during the Employment Term and thereafter, the Employee will keep such
information confidential and not disclose such information, either directly
or indirectly, to any third person or entity without the prior written
consent of the Company. This confidentiality covenant has no temporal,
geographical or territorial restriction. Upon termination of this
Agreement, the Employee will promptly supply to the Company all property,
keys, notes, memoranda, writings, lists, files, reports, customer lists,
correspondence, tapes, disks, cards, surveys, maps, logs, machines,
technical data or any other tangible product or document which has been
produced by, received by or otherwise submitted to the Employee during or
prior to the Employment Term. Any material breach of the terms of this
paragraph shall be considered Cause.

          (b) Non-competition. By and in consideration of the Company's
entering into this Agreement and the payments to be made and benefits to be
provided by the Company hereunder, and further in consideration of the
Employee's exposure to the proprietary information of the Company, the
Employee agrees that the Employee will not, during the Employment Term and
for a period of one year thereafter (the "Non-competition Term"), directly
or indirectly own, manage, operate, join, control, be employed by, or
participate in the ownership, management, operation or control of, or be
connected in any manner, including but not limited to holding, the
positions of shareholder, director, officer, consultant, independent
contractor, employee, partner, or investor, in the case of a termination in
any Restricted Enterprise (as defined below); provided that in no event
shall ownership of less than 1% of the outstanding equity securities of any
issuer whose securities are registered under the 1934 Act, standing alone,
be prohibited by this Section 9(b). For purposes of this paragraph, the
term "Restricted Enterprise" shall mean any person, corporation,
partnership or other entity engaged in the virtual community or portal
business. Following termination of this Agreement, upon request, the
Employee shall notify the Company of the Employee's then current employment
status.

          (c) Non-solicitation. During the Non-competition Term, the
Employee shall not interfere with or harm, or intentionally attempt to
interfere with or harm, the relationship with the Company or its
subsidiaries, or endeavor to entice away from the Company or its
subsidiaries, any person who at any time during the Employment Term was an
employee or customer of the Company or any of its subsidiaries or otherwise
had a material business relationship with the Company or any of its
subsidiaries.

          (d) Remedies. The Employee agrees that any breach of the terms of
this Section 9 would result in irreparable injury and damage to the Company
for which the Company would have no adequate remedy at law; the Employee
therefore also agrees that in the event of said breach or any anticipatory
breach under applicable law, the Company shall be entitled to an immediate
injunction and restraining order to prevent such breach and/or threatened
breach and/or continued breach by the Employee and/or any and all persons
and/or entities acting for and/or with the Employee, without having to
prove damages, and to all costs and expenses, in addition to any other
remedies to which the Company may be entitled at law or in equity. The
terms of this paragraph shall not prevent the Company from pursuing any
other available remedies for any breach or threatened breach hereof,
including but not limited to the recovery of damages from the Employee. The
Employee and the Company further agree that the provisions of the covenant
not to compete are reasonable. The Employee hereby acknowledges that due to
the global aspects of the Company's business and competitors it would not
be appropriate to include any geographic limitation on this Section 9.
Should a court or arbitrator determine, however, that any provision of the
covenant not to compete is unreasonable, either in period of time,
geographical area, or otherwise, the parties hereto agree that the covenant
should be interpreted and enforced to the maximum extent which such court
or arbitrator deems reasonable.

          The provisions of this Section 9 shall survive any termination of
this Agreement and the Employment Term.

          10. Proprietary Rights. The Employee represents and warrants that
all patents, patent applications, rights to inventions, copyright
registrations and other license, trademark and trade name rights heretofore
owned by the Employee and relating to the business of the Company or any of
its subsidiaries have been duly transferred to such corporation.

          11. Non-Waiver of Rights. The failure to enforce at any time the
provisions of this Agreement or to require at any time performance by the
other party of any of the provisions hereof shall in no way be construed to
be a waiver of such provisions or to affect either the validity of this
Agreement or any part hereof, or the right of either party to enforce each
and every provision in accordance with its terms.

          12. Notices. Every notice relating to this Agreement shall be in
writing and shall be given by personal delivery or by registered or
certified mail, postage prepaid, return receipt requested.

          13. Binding Effect/Assignment. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
heirs, executors, personal representatives, estates, successors (including,
without limitation, by way of merger) and assigns. Notwithstanding the
provisions or the immediately preceding sentence, the Employee shall not
assign all or any portion of this Agreement without the prior written
consent of the Company.

          14. Entire Agreement. This Agreement sets forth the entire
understanding of the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements, written or oral, between them
as to such subject matter. This Agreement may not be amended, nor may any
provision hereof be modified or waived, except by an instrument in writing
duly signed by the party to be charged.

          15. Severability. If any provision of this Agreement, or any
application thereof to any circumstances, is invalid, in whole or in part,
such provision or application shall to that extent be severable and shall
not affect other provisions or applications of this Agreement.

          16. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York,
without reference to the principles of conflict of laws.

          17. Modifications and Waivers. No provision of this Agreement may
be modified, altered or amended except by an instrument in writing executed
by the parties hereto. No waiver by either party hereto of any breach by
the other party hereto of any provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions at the time or at any prior or subsequent time.

          18. Headings. The headings contained herein are solely for the
purposes of reference, are not part of this Agreement and shall not in any
way affect the meaning or interpretation of this Agreement.

          19. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.

          IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by authority of its Board of Directors, and the Employee has
hereunto set his hand, the day and year first above written.

                                     Company:
                                     -------

                                     theglobe.com, inc.


                                     By:
                                        ----------------------------------
                                        Stephan Paternot, President


                                     Employee:


                                     -------------------------------------
                                        Dean Daniels
<PAGE>
                                                                SCHEDULE 1
                                                                ----------

STOCK OPTION
- ------------

The Employee shall be granted a stock option (the "Option") to purchase
175,000 shares of Common Stock, with an exercise price per share equal to
the fair market value per share of Common Stock as of the date of grant.
The Option shall vest with respect to one-third of the shares subject
thereto on each of the first 3 anniversaries of the date of grant. The
Option shall be subject to the terms and conditions set forth in the Plan,
a copy of which has been provided to the Employee.

In the event that the Company's revenues in respect of fiscal year 1998
reach $7 million, the Employee shall also be granted an Option to purchase
25,000 shares of Common Stock, with an exercise price per share equal to
the fair market value per share of Common Stock as of the date of grant.
The option shall be fully vested upon grant and subject to the terms and
conditions set forth in the Plan.

In the event that the Company's revenues in respect of fiscal year 1999
reach $25 million, the Employee shall also be granted an Option to purchase
25,000 shares of Common Stock, with an exercise price per share equal to
the fair market value per share of Common Stock as of the date of grant.
The option shall be fully vested upon grant and subject to the terms and
conditions set forth in the Plan.



                                                               EXHIBIT 23.1

                ACCOUNTANTS' CONSENT AND REPORT ON SCHEDULE

The Board of Directors and Stockholders
theglobe.com, inc.:


The audits referred to in our report dated April 16, 1998, except for note
8, which is as of July 22, 1998, included the related financial statement
schedule as of December 31, 1997, and for the period from May 1, 1995
(inception) to December 31, 1995 and for the years ended December 31, 1996
and 1997, included in the Registration Statement. This financial statement
schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement
schedule based on our audits. In our opinion, such financial statement
schedule, when considered in relation to the basic financial statements
taken as a whole, presents fairly in all material respects, the information
set forth therein.

We consent to the use of our report included herein and to the reference to
our firm under the headings "Selected Financial Data" and "Experts" in the
Prospectus.

                                      KPMG PEAT MARWICK LLP


New York, New York
August 20, 1998


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