THEGLOBE COM INC
S-8, 1999-05-28
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  As filed with the Securities and Exchange Commission on May 28, 1999
                                                        Registration No.  333-
==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                    -----------------------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933
                    -----------------------------------
                             theglobe.com, inc.
           (Exact name of registrant as specified in its charter)
         Delaware                                               14-1781422
     (State or other                                         (I.R.S. Employer
    jurisdiction of                                      Identification Number)
     incorporation or
      organization)
                            31 West 21st Street
                          New York, New York 10010
                          (Address of registrant's
                        principal executive offices)

                 theglobe.com, inc. 1998 STOCK OPTION PLAN
                ATTITUDE NETWORK LTD. 1996 STOCK OPTION PLAN
                         (Full title of the plans)
       CERTAIN SHARES WHICH MAY BE ISSUED TO KIM BROWN, DAVID C. RAE
 AND DAVID STANWORTH PURSUANT TO STOCK OPTION AGREEMENTS DATED APRIL 15, 1999

                             Todd V. Krizelman
                            Stephan J. Paternot
                             theglobe.com, inc.
                            31 West 21st Street
                          New York, New York 10010
                               (212) 886-0800
         (Name, address, and telephone number of agent for service)

<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE
============================================================================================
                                             Proposed         Proposed
    Title of Securities       Amount to      Maximum          Maximum            Amount of
   to be Registered (1)         be           Offering        Aggregate         Registration
                            Registered      Price Per         Offering              Fee
                                (2)           Share            Price
- --------------------------------------------------------------------------------------------
<S>                           <C>         <C>              <C>                 <C>
Common Stock, par value        120,000    $33.8125 (3)     $905,605.50 (3)     $  267.15
$.001 per share                shares
- --------------------------------------------------------------------------------------------
Common Stock, par value        84,760     $10.68435 (5)    $  4,057.500 (5)    $1,196.96
$.001 per share               shares (4)
============================================================================================
Total Registration fee                                                         $1,464.11
============================================================================================

<FN>
(1)  The Registrant's  common stock, par value $.001 per share (the "Common
     Stock"),  referred to herein 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.

(2)  Plus such additional  number of shares as may be required in the event
     of a stock dividend,  stock split,  recapitalization  or other similar
     event in accordance  with Rule 416 of the  Securities  Act of 1933, as
     amended (the "Securities Act").

(3)  Pursuant  to Rule  457(h)  of the  Securities  Act,  the  amounts  are
     calculated  based  upon  the  maximum  price at  which  stock  options
     covering the registered shares of Common Stock may be exercised.

(4)  Represents  the number of shares of Common  Stock,  adjusted for the 2
     for 1 stock split of the Registrant, reserved for issuance as a result
     of the  conversion  of options to purchase  stock of Attitude  Network
     Ltd.  into options to purchase  Common Stock  pursuant to an Agreement
     and Plan of Merger,  dated as of April 5, 1999, between  theglobe.com,
     inc., Attitude Network Ltd. and certain shareholders thereof and Bucky
     Acquisition Corp.

(5)  Pursuant  to Rule  457(h)  of the  Securities  Act,  the  amounts  are
     calculated  based upon the weighted  average  exercise  price at which
     stock options, as converted,  covering the registered shares of Common
     Stock may be exercised.
</FN>
</TABLE>
<PAGE>
                                   PART I

EXPLANATORY NOTE

     This Form S-8 Registration Statement relates to

     (a)  120,000 shares of Common Stock,  50,000 of which may be issued to
          David C. Rae,  40,000  of which may be issued to David  Stanworth
          and  30,000 of which may be issued to Kim  Brown,  in each  case,
          upon the exercise of  nonqualified  stock options granted to each
          of them on April 15, 1999, and

     (b)  84,760  shares of  Common  Stock  which  may be  issued  upon the
          exercise of options granted under the Attitude  Network Ltd. 1996
          Stock Option Plan (the "Attitude Stock Plan").


     Pursuant   to  the   Agreement   and  Plan  of  Merger  by  and  among
theglobe.com,  inc.  ("theglobe"),  Attitude Network Ltd.  ("Attitude") and
certain  shareholders  thereof and Bucky  Acquisition  Corp., the following
events among others, occurred:

     (a)  Attitude was acquired  by, and became a  wholly-owned  subsidiary
          of, theglobe;

     (b)  outstanding  options to purchase  shares of Attitude common stock
          granted under the Attitude Stock Plan were converted into options
          to purchase shares of Common Stock; and

     (c)  theglobe  assumed the  obligations of Attitude under the Attitude
          Stock Plan.

     In addition,  in  connection  with our  acquisition  of  Attitude,  we
granted each of Messrs. Rae, Stanworth and Brown nonqualified stock options
to acquire 50,000, 40,000 and 30,000 shares of Common Stock, respectively.

     The  documents  containing  information  specified  by  Part I of this
Registration  Statement have been or will be sent or given to  participants
in the Option Plan,  holders of options  granted  under the Attitude  Stock
Plan,  and to  Messrs.  Rae,  Stanworth  and  Brown  as  specified  in Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the "SEC")
under the  Securities  Act. Such  document(s)  are not required to be filed
with the SEC but  constitute  (along  with the  documents  incorporated  by
reference into this  Registration  Statement  pursuant to Item 3 of Part II
hereof) a prospectus  that meets the  requirements  of Section 10(a) of the
Securities Act.

     References to "the Company" shall mean theglobe.com,  inc., a Delaware
corporation.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference rooms in Washington,  D.C., New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms.  Our SEC filings are also available to the
public from the SEC's web site at  http://www.sec.gov.  Reports,  proxy and
information  statements  and other  information  concerning  us can also be
inspected at the offices of the Nasdaq National Market System.

     The SEC allows us to "incorporate by reference"  information into this
Registration  Statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  Registration  Statement,  and later  information that we file
with the SEC will  automatically  update this  Registration  Statement.  We
incorporate  by  reference  the  following  documents  listed below and any
future filings made with the SEC under Sections  13(a),  13(c), 14 or 15(d)
of the Securities  Exchange Act of 1934, as amended,  (the "Exchange  Act")
prior to the termination of the offering:

     (a)  Our  Registration  Statement  on Form S-1,  filed with the SEC on
          November 12, 1998,  in which there are described the terms of the
          Common Stock;

     (b)  Our  Registration  Statement  on  Form  S-1  filed  with  the SEC
          pursuant to Rule 424(b) on May 19, 1999;

     (c)  Our Annual  Report on Form 10-K,  filed with the SEC on March 30,
          1999 for the fiscal  year ended  December  31, 1998 as amended on
          Form 10-K/A filed with the SEC on April 30, 1999;

     (d)  Our Quarterly  Report on Form 10-Q, filed with the SEC on May 14,
          1999 for the quarterly period ended March 31, 1999; and

     (e)  Our  Current  Reports on Form 8-K filed with the SEC on  February
          16, 1999,  February 19, 1999, April 23, 1999 and May 3, 1999, and
          on Form 8-K/A filed with the SEC on April 1, 1999.

     Item 4. Description of Securities

     Not applicable.

     Item 5. Interests of Named Experts and Counsel

     Not applicable.

     Item 6. Indemnification of Directors and Officers

     Section 145 of the Delaware  General  Corporation  Law provides that a
corporation  may  indemnify  directors,   officers,   employees  and  other
individuals  against  expenses,  judgments,  fines,  and  amounts  paid  in
settlement in connection  with  specified  non-derivative  actions,  suits,
proceedings or  investigations  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.  In  addition,  with  respect to any  criminal  action or
proceeding such director must have had no reasonable  cause to believe that
his or her conduct  was  unlawful.  In the case of  derivative  actions,  a
similar standard is applicable except that  indemnification only extends to
expenses  incurred in  connection  with the defense or  settlement  of such
action.  In addition,  the statute requires court approval before there can
be any  indemnification  where the person seeking  indemnification has been
found liable to the corporation. The DGCL provides that it is not exclusive
of other  indemnification  that may be granted by a corporation's  charter,
by-laws, stockholder or director vote, agreement, or otherwise.

     Our By-Laws  require us to indemnify  any person who was or is a party
or is  threatened  to be made a party to or is involved in any  threatened,
pending or completed non-derivative action, suit, arbitration,  alternative
dispute  mechanism,  investigation,  administrative  hearing  or any  other
proceeding,  brought  by  reason  of the fact  that he or she is or was our
director or officer, or, while our director or officer is or was serving at
our request as a director or officer of another entity,  including  service
with respect to an employee  benefits  plan,  against  expenses,  including
attorneys' fees, judgments,  fines, excise taxes under ERISA, 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  our  best
interests.  In addition,  with respect to any criminal action or proceeding
such  person  shall  have had no  reasonable  cause to  believe  his or her
conduct was unlawful.

     Section  102(b)(7) of the DGCL permits a corporation to provide that a
director  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.

     Our Charter  provides that to the fullest extent that the DGCL permits
our  directors  will not be liable to us or our  stockholders  for monetary
damages for breach of  fiduciary  duty as a director.  Any  amendment to or
repeal of our Charter inconsistent with these provisions will not adversely
affect any right of our  directors  with  respect to any acts or  omissions
occurring prior to such amendment or repeal.

     We have entered into indemnification agreements with our directors and
officers.  These  agreements  provide that we will indemnify such directors
and officers for any amounts paid in settlement or incurred by, or assessed
against, such directors and officers arising in connection with the service
of such directors and officers to the fullest extent  permitted by Delaware
law.

     We  maintain  directors'  and  officers'  liability  insurance.   This
insurance  provides  for  payment,  on behalf of our and our  subsidiaries'
directors  and  officers,  of certain  losses of such persons  arising from
claims,  including  claims  arising under the  Securities  Act, for acts or
omissions by such persons while acting as directors or officers.

     Item 7. Exemption from Registration Claimed

     Not applicable.

     Item 8. Exhibits

Exhibit No.             Description of Exhibit
- -----------             ----------------------

4.1                     Form of Fourth Amended and Restated  Certificate of
                        Incorporation  of the Company  previously  filed as
                        Exhibit 3.1 to the Company's Registration Statement
                        No. 333-59751 on Form S-1, and incorporated  herein
                        by reference

4.2                     Form of By-Laws of the Company  previously filed as
                        Exhibit 3.2 to the Company's Registration Statement
                        No. 333-59751 on Form S-1, and incorporated  herein
                        by reference

4.3                     Form of Rights Agreement by and between the Company
                        and  American  Stock  Transfer  & Trust  Company as
                        Rights Agent previously filed as Exhibit 4.6 to the
                        Company's  Registration  Statement No. 333-59751 on
                        Form S-1, and incorporated herein by reference

4.4                     Agreement and Plan of Merger,  dated as of April 5,
                        1999, by and among the Company,  Bucky  Acquisition
                        Corp.,    Attitude   Network   Ltd.   and   certain
                        shareholders  thereof  previously  filed as Exhibit
                        2.1 to the  Company's  Current  Report  on Form 8-K
                        filed  with  the  SEC  on  April  23,   1999,   and
                        incorporated herein by reference

4.5                     theglobe.com,  inc.  1998  Stock  Option  Plan,  as
                        amended and restated,  included as Exhibit A to the
                        Company's Definitive Proxy Statement,  filed on May
                        14, 1999, and incorporated herein by reference

4.6*                    Attitude Network Ltd. 1996 Stock Option Plan

4.7*                    Form of  Nonqualified  Stock Option  Agreement with
                        David C. Rae, Kim Brown and David Stanworth

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

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

23.2*                   Consent   of   KPMG   LLP    (independent    public
                        accountants)

23.3*                   Consent of PricewaterhouseCoopers LLP (independent
                        public accountants)

- ------------------------
*    Filed herewith.


     Item 9. Undertakings

     The Company hereby undertakes:

          (a) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act;

          (ii) To reflect  in the  prospectus  any facts or events  arising
     after the effective date of this  Registration  Statement (or the most
     recent post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth
     in this Registration Statement;

          (iii) To include any  material  information  with  respect to the
     plan of  distribution  not previously  disclosed in this  Registration
     Statement  or  any  material  change  to  such   information  in  this
     Registration Statement;

          provided,  however,  that paragraphs (i) and (ii) do not apply if
     the information required to be included in a post-effective  amendment
     by those  paragraphs  is contained in periodic  reports  filed with or
     furnished to the SEC by the Company  pursuant to Section 13 or Section
     15(d) of the Exchange Act that are  incorporated  by reference in this
     Registration Statement.

          (b) That, for the purpose of determining  any liability under the
     Securities Act, each such post-effective  amendment 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.

          (c) To  remove  from  registration  by means of a  post-effective
     amendment any of the securities  being  registered which remain unsold
     at the termination of the offering.

          (d) That, for the purpose of determining  any liability under the
     Securities Act, each filing of the Company's annual report pursuant to
     Section   13(a)  or  Section   15(d)  of  the  Exchange  Act  that  is
     incorporated  by reference  in this  Registration  Statement  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.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company  pursuant to the  provisions  described in Item 6 of
this  Registration  Statement,  or otherwise,  the Company has been advised
that in the  opinion  of the SEC such  indemnification  is  against  public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event  that a claim for  indemnification  against  such  liabilities
(other than the  payment by the  Company of expenses  incurred or paid by a
director,  officer or  controlling  person of the Company 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  Company  will,  unless in the  opinion of its counsel the
matter has been  settled  by  controlling  precedent,  submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against  public  policy  as  expressed  in the  Securities  Act and will be
governed by the final adjudication of such issue.
<PAGE>
                                 SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act, the Registrant
certifies  that it has  reasonable  grounds to believe that it meets all of
the  requirements  for  filing  on  Form  S-8  and  has  duly  caused  this
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
May 28, 1999.

                                             theglobe.com, inc.


                                             /s/ Todd V. Krizelman
                                             ------------------------------
                                             By: Todd V. Krizelman

                                                 Co-Chief Executive Officer
                                                 and Co-President


                                             /s/ Stephan J. Paternot
                                             ------------------------------
                                             By: Stephan J. Paternot

                                                 Co-Chief Executive Officer,
                                                 Co-President and Secretary

                             POWER OF ATTORNEY

     KNOW BY ALL PERSONS BY THESE PRESENTS:

     That the undersigned  officers and directors of theglobe.com,  inc., a
Delaware  corporation,  do hereby  constitute and appoint  Michael S. Egan,
Todd V.  Krizelman and Stephan J.  Paternot,  and each of them,  the lawful
attorneys-in-fact  and agents with full power and  authority  to do any and
all acts and  things  and to  execute  any and all  instruments  which said
attorneys  and agents,  and any one of them,  determine may be necessary or
advisable  or  required  to enable  said  corporation  to  comply  with the
Securities Act and any rules or regulations or  requirements  of the SEC in
connection  with  this   Registration   Statement.   Without  limiting  the
generality of the foregoing power and authority, the powers granted include
the power and authority to sign the names of the  undersigned  officers and
directors in the capacities indicated below to this Registration Statement,
to any and all  amendments,  both  pre-effective  and  post-effective,  and
supplements to this Registration Statement,  and to any and all instruments
or  documents  filed as part of or in  conjunction  with this  Registration
Statement or amendments or supplements thereof, and each of the undersigned
hereby ratifies and confirms that all said attorneys and agents, or any one
of  them,  shall do or cause to be done by  virtue  hereof.  This  Power of
Attorney may be signed in several counterparts.


<PAGE>


     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
and on the dates indicated.

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


                            Chairman                        May ___, 1999
- ---------------------------
      Michael S. Egan


/s/ Todd V. Krizelman       Co-Chief Executive Officer,     May 28, 1999
- --------------------------- Co-President and Director
     Todd V. Krizelman


/s/ Stephan J. Paternot     Co-Chief Executive              May 28, 1999
- --------------------------- Officer, Co-President,
    Stephan J. Paternot     Secretary and Director


/s/ Francis T. Joyce        Vice President and Chief        May 28, 1999
- --------------------------- Financial Officer
     Francis T. Joyce       (Principal Accounting
                            Officer)


/s/ Edward A. Cespedes      Director                        May 28, 1999
- ---------------------------
    Edward A. Cespedes


/s/ Rosalie V. Arthur       Director                        May 28, 1999
- ---------------------------
     Rosalie V. Arthur


                            Director                        May ___, 1999
- ---------------------------
    Robert M. Halperin


/s/ David H. Horowitz       Director                        May 27, 1999
- ---------------------------
     David H. Horowitz


/s/ H. Wayne Huizenga       Director                        May 27, 1999
- ---------------------------
     H. Wayne Huizenga


                            Director                        May ___, 1999
- ---------------------------
      Henry C. Duques
<PAGE>
                             Index to Exhibits

Exhibit No.    Description of Exhibit

4.1            Form  of  Fourth   Amended  and  Restated   Certificate   of
               Incorporation of the Company previously filed as Exhibit 3.1
               to the Company's  Registration  Statement  No.  333-59751 on
               Form S-1, and incorporated herein by reference

4.2            Form of By-Laws of the Company  previously  filed as Exhibit
               3.2 to the Company's Registration Statement No. 333-59751 on
               Form S-1, and incorporated herein by reference

4.3            Form of Rights  Agreement  by and  between  the  Company and
               American  Stock  Transfer & Trust  Company  as Rights  Agent
               previously   filed   as   Exhibit   4.6  to  the   Company's
               Registration  Statement  No.  333-59751  on  Form  S-1,  and
               incorporated herein by reference

4.4            Agreement and Plan of Merger,  dated as of April 5, 1999, by
               and among the Company,  Bucky  Acquisition  Corp.,  Attitude
               Network Ltd.  and certain  shareholders  thereof  previously
               filed as Exhibit 2.1 to the Company's Current Report on Form
               8-K filed  with the SEC on April 23, 1999, and  incorporated
               herein by reference

4.5            theglobe.com,  inc.  1998 Stock Option Plan,  as amended and
               restated,  included as Exhibit A to the Company's Definitive
               Proxy  Statement,  filed on May 14, 1999,  and  incorporated
               herein by reference

4.6*           Attitude Network Ltd. 1996 Stock Option Plan

4.7*           Form of  Nonqualified  Stock Option  Agreement with David C.
               Rae, Kim Brown and David Stanworth

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

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

23.2*          Consent of KPMG LLP (independent public accountants)

23.3*          Consent of PricewaterhouseCoopers LLP (independent public
               accountants)

- ------------------------
*    Filed herewith.

                                                                EXHIBIT 4.6

                           ATTITUDE NETWORK LTD.
                           1996 STOCK OPTION PLAN
                        EFFECTIVE AS OF JULY 1, 1996

1.   PURPOSE

     The purpose of the Attitude  Network Ltd.  1996 Stock Option Plan (the
"Plan") is to encourage  and enable  eligible  directors,  officers and key
employees of Attitude  Network Ltd. (the "Company") and its subsidiaries to
acquire  proprietary  interests  in the Company  through the  ownership  of
Common Stock of the Company. The Company believes that directors,  officers
and  key  employees  who  participate  in  the  Plan  will  have  a  closer
identification  with the Company by virtue of their ability as shareholders
to  participate  in the  Company's  growth and  earnings.  The Plan also is
designed to provide  motivation for participating  directors,  officers and
key  employees  to remain in the  employ of and to give  greater  effort on
behalf of the  Company.  It is the  intention  of the Company that the Plan
provide for the award of "incentive  stock  options," as defined in Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"),  and the
regulations  promulgated  thereunder,  as well as the award of nonqualified
stock options. Accordingly, the provisions of the Plan related to incentive
stock options shall be construed so as to extend and limit participation in
a manner consistent with the requirements of Section 422 of the Code.

2.   DEFINITIONS

The following words or terms shall have the following meanings:

     (a)  "Agreement"  shall  mean a stock  option  agreement  between  the
Company and an Eligible  Employee or Eligible  Participant  pursuant to the
terms of this Plan.

     (b)  "Board of  Directors"  shall mean the Board of  Directors  of the
Company or the Executive Committee of such Board.

     (c)  "Committee"  shall mean the  committee  appointed by the Board of
Directors to administer the Plan.

     (d)   "Company"   shall  mean   Attitude   Network  Ltd.,  a  Delaware
corporation.

     (e) "Eligible Employee(s)" shall mean key employees regularly employed
by the Company or a Subsidiary (including officers, whether or not they are
directors)  as the Board of  Directors or the  Committee  shall select from
time to time.

     (f) "Eligible  Participant(s)"  shall mean  directors,  officers,  key
employees  of the  Company  and its  Subsidiaries,  consultants  and  other
persons who are not otherwise  eligible to receive  incentive stock options
pursuant to Section 8 of the Plan.

     (g) "Market  Price" shall mean the fair market value of the  Company's
Common Stock as  determined  by the Board of  Directors  or the  Committee,
acting  in good  faith,  under any  method  consistent  with the  Code,  or
Treasury Regulations thereunder, as the Board of Directors or the Committee
shall in its  discretion  select  and apply at the time of the grant of the
option concerned.  Subject to the foregoing,  the Board of Directors or the
Committee,  in fixing  the market  price,  shall  have full  authority  and
discretion and be fully protected in doing so.

     (h) "Optionee" shall mean an Eligible Employee or Eligible Participant
having a right to purchase Common Stock under an Agreement.

     (i)  "Option(s)"  shall mean the right or rights  granted to  Eligible
Employees or Eligible Participants to purchase Common Stock under the Plan.

     (j) "Permanent and Total  Disability" as used in this Plan shall be as
defined in Section 22(c)(3) of the Code.

     (k) "Plan" shall mean this  Attitude  Network  Ltd.  1996 Stock Option
Plan.

     (l) "Shares" or "Common Stock" shall mean shares of the $.01 par value
common stock of the Company.

     (m) "Subsidiary"  shall mean any  corporation,  if the Company owns or
controls,  directly or indirectly, more than a majority of the voting stock
of such corporation.

     (n) "Ten Percent  Owner" shall mean an individual  who, at the time an
Option is granted,  owns directly or indirectly more than ten percent (10%)
of the total  combined  voting power of all classes of stock of the Company
or a Subsidiary.

3.   EFFECTIVE DATE

     The  effective  date of the Plan (the  "Effective  Date") shall be the
date the Plan is adopted by the Board of  Directors or the date the Plan is
approved by the shareholders of the Company, whichever is earlier. The Plan
must be approved by the affirmative vote of shareholders with a majority of
the total combined voting power of all classes of the Company's outstanding
stock  within  twelve (12) months after the date the Plan is adopted by the
Board of  Directors.  Such  shareholder  vote shall not alter the Effective
Date of the Plan. In the event shareholder  approval of the adoption of the
Plan is not obtained within such twelve (12) month period, then any Options
granted in the intervening period shall be void.

4.   SHARES RESERVED FOR PLAN

     The Shares to be sold to Eligible Employees and Eligible  Participants
under  the Plan may at the  election  of the Board of  Directors  be either
treasury shares or Shares originally  issued for such purpose.  The maximum
number of Shares which shall be reserved and made  available for sale under
the Plan shall be 120,000,  subject to the adjustments  provided in Section
8(h).  Any Shares  subject to an Option which for any reason  expires or is
terminated unexercised may again be subject to an Option under the Plan.

5.   ADMINISTRATION OF THE PLAN

     The Plan  shall be  administered  by the  Board of  Directors  if each
member is a disinterested person (as defined herein), or the Committee. The
Committee shall be comprised of not less than two (2) members  appointed by
the Board of Directors of the Company from among its members.  No member of
the  Board of  Directors  shall be  appointed  or serve as a member  of the
Committee,   and  any  such   appointment   or  service   immediately   and
automatically  shall  terminate,  in the event  that  such  person is not a
disinterested person. As used herein, the term "disinterested person" means
a  director  who is not,  during  the  one  year  prior  to  service  as an
administrator  of the Plan,  or during  such  service,  granted  or awarded
equity securities  pursuant to the Plan or any other plan of the Company or
any of its  affiliates  (as such term is defined in the  General  Rules and
Regulations  of the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange  Act")),  except  for such  grants  or  awards  which  would  not
disqualify the director as a "disinterested  person" under Rule 16b-3 under
the Exchange Act.

     Within the limitations described herein, the Board of Directors or the
Committee  shall  administer  the Plan,  select the Eligible  Employees and
Eligible Participants to whom Options will be granted, determine the number
of Shares subject to any such Options and interpret, construe and implement
the provisions of the Plan.  The Board of Directors or the Committee  shall
also  determine  the price to be paid for the Shares upon  exercise of each
Option, the period within which each Option may be exercised, and the terms
and conditions of each Option. The Board of Directors and Committee members
shall be reimbursed for out-of-pocket  expenses  reasonably incurred in the
administration of the Plan.

     If the Plan is administered  by the Board of Directors,  a majority of
the members of the Board of Directors  shall  constitute a quorum,  and the
act of a majority of the members of the Board of  Directors  present at any
meeting at which a quorum is  present,  or acts  approved in writing by all
members  of the  Board of  Directors,  shall  be the  acts of the  Board of
Directors.  If the Plan is administered by the Committee, a majority of the
members  of the  Committee  shall  constitute  a quorum,  and the acts of a
majority  of the  members  present  at any  meeting  at which a  quorum  is
present,  or  acts  approved  in  writing  by  all of  the  members  of the
Committee, shall be the acts of the Committee.

6.   ELIGIBILITY

     Options  granted  pursuant  to  Section  8 shall  be  granted  only to
Eligible Employees. Options granted pursuant to Section 9 may be granted to
Eligible Employees and to Eligible Participants.

7.   DURATION OF THE PLAN

     The Plan shall remain in effect  until all Shares  subject to or which
may  become  subject  to the Plan shall  have been  purchased  pursuant  to
Options  granted  under the Plan.  Options  under the Plan must be  granted
within ten (10) years from the Effective Date. The Plan shall expire on the
tenth anniversary of the Effective Date.

8.   INCENTIVE STOCK OPTIONS

     It is intended  that  Options  granted  under this  Section 8 shall be
incentive stock options under the provisions of Section 422 of the Code and
the regulations  thereunder or corresponding  provisions of subsequent laws
and  regulations  in effect  at the time such  Options  are  granted.  Such
Options  shall be  evidenced  by  Agreements  in such  form as the Board of
Directors  or  the  Committee  shall  approve  from  time  to  time,  which
Agreements shall be consistent with the following terms and conditions:

     (a) Price.  The purchase price for Shares purchased upon exercise will
be equal to 100% of the Market  Price on the day the Option is granted,  as
determined  by the Board of Directors or the  Committee;  provided that the
purchase  price of Shares  deliverable  upon the  exercise of an  incentive
stock  option  granted to a Ten  Percent  Owner  shall be not less than one
hundred  ten  percent  (110%) of the Market  Price on the day the Option is
granted,  as determined by the Board of Directors or the Committee,  but in
no case less than the par value of such Shares.

     (b) Number of Shares. The Agreement shall specify the number of Shares
which the Optionee may purchase under such Option.

     (c)  Exercise  of  Options.  The  Shares  subject to the Option may be
purchased in whole or in part by the Optionee in accordance  with the terms
of the Agreement, from time to time after shareholder approval of the Plan,
but no Option  shall be  exercisable  after ten (10) years from the date of
grant of the  Option,  and  Shares  subject  to an Option  granted to a Ten
Percent Owner shall not be  exercisable  after five (5) years from the date
of grant of the Option.

     (d)  Medium  and  Time of  Payment.  Stock  purchased  pursuant  to an
Agreement shall be paid for in full at the time of purchase. Payment of the
purchase  price shall be in cash or Shares,  or a  combination  of cash and
Shares,  in the discretion of, and as authorized by, the Board of Directors
or the  Committee.  Upon  receipt of payment,  the Company  shall,  without
transfer or issue tax, deliver to the Optionee (or other person entitled to
exercise the Option) a certificate or certificates for such Shares.

     (e)  Rights as a Shareholder.  An  Optionee  shall have no rights as a
shareholder  with respect to any Shares covered by an Option until the date
of issuance  of the stock  certificate  to the  Optionee  for such  Shares.
Except as otherwise expressly provided in the Plan, no adjustments shall be
made for dividends (ordinary or extraordinary,  whether in cash, securities
or other  property) or  distributions  or other rights for which the record
date is prior to the date such stock certificate is issued.

     (f)  Nonassignability  of Option.  No option  shall be  assignable  or
transferable  by the Optionee  except by will or by the laws of descent and
distribution.  During the  lifetime of the  Optionee,  the Option  shall be
exercisable only by him or her.

     (g)  Effect of Termination of Employment.

          (1) In the event  that an  Optionee  during  his or her  lifetime
     ceases to be an employee of the  Company or of any  Subsidiary  of the
     Company  for any  reason  other  than  death or  Permanent  and  Total
     Disability,   any  Option  or  portion  thereof  which  was  otherwise
     exercisable  on the date of  termination  of  employment  shall expire
     unless  exercised within a period of three (3) months from the date on
     which the Optionee ceased to be an employee, but in no event after the
     term  provided in the  Optionee's  Agreement.  Any Option which is not
     then  exercisable  shall  terminate  and be  null  and  void.  Whether
     authorized  leave of absence for military or government  service shall
     constitute  termination  of  employment  for the  purpose of this Plan
     shall be determined by the Board of Directors or the Committee,  which
     determination shall be final and conclusive.

          (2) In the event that an Optionee ceases to be an employee of the
     Company  or any  Subsidiary  of the  Company  by  reason  of  death or
     Permanent and Total  Disability,  any Option or portion  thereof which
     was otherwise  exercisable on the date such Optionee ceased employment
     shall expire unless exercised within a period of one (1) year from the
     date on which the Optionee  ceased to be an employee,  but in no event
     after the term provided in the Optionee's Agreement.  Any Option which
     is not then exercisable shall terminate and be null and void.

          (3) In the event of the death of an Optionee, the Option shall be
     exercisable by his or her personal representatives, heirs or legatees,
     as provided herein.

     (h)  Recapitalization.  In the event  that  dividends  are  payable in
Common Stock of the Company or in the event there are splits,  subdivisions
or  combinations of Shares,  the number of Shares  available under the Plan
shall be increased or  decreased  proportionately,  as the case may be, and
the  number  and  Option  exercise  price of  Shares  deliverable  upon the
exercise thereafter of any Option theretofore granted shall be increased or
decreased  proportionately,  as the case may be, as determined to be proper
and appropriate by the Board of Directors or the Committee.

     (i)  Reorganization.

          (1) In case the Company is merged or  consolidated  with  another
     corporation  and the Company is not the surviving  corporation,  or in
     case the  property  or stock of the  Company  is  acquired  by another
     corporation,   or   in   case   of   a   separation,   reorganization,
     recapitalization or liquidation of the Company, the Board of Directors
     of the Company, or the Board of Directors of any corporation  assuming
     the  obligations  of the  Company  hereunder  shall  either  (i)  make
     appropriate provision for the protection of any outstanding Options by
     the  substitution  on an equitable  basis of appropriate  stock of the
     Company,  or of the  merged,  consolidated  or  otherwise  reorganized
     corporation which will be issuable in respect to the Shares;  provided
     that the  excess of the  aggregate  fair  market  value of the  Shares
     subject  to  option  immediately  after  such  substitution  over  the
     purchase  price  thereof is not more than the excess of the  aggregate
     fair market value of the Shares subject to option  immediately  before
     such  substitution  over the  purchase  price  thereof,  or (ii)  upon
     written notice to the Optionee provide that the Option (including,  in
     the  discretion of the Board of Directors,  any portion of such Option
     which is not then  exercisable)  must be  exercised  within sixty (60)
     days of the  date  of such  notice  or it will be  terminated.  If any
     adjustment  under this Section 8(i) would create a fractional Share or
     a right to acquire a fractional  Share, the number of Shares available
     under  the Plan and the  number of Shares  covered  under any  Options
     previously granted pursuant to the Plan shall be the next lower number
     of Shares, rounding all fractions downward.

          (2) Except as otherwise  expressly provided in this Plan, (i) the
     Optionee  shall  have  no  rights  by  reason  of any  subdivision  or
     consolidation  of shares of stock of any class,  or the payment of any
     stock  dividend  or any other  increase  or  decrease in the number of
     shares  of  stock  of any  class,  or by  reason  of any  dissolution,
     liquidation,  merger,  or consolidation or spin-off of assets or stock
     of another corporation;  and (ii) no issue by the Company of shares of
     stock of any class, or securities  convertible into shares of stock of
     any class,  shall affect, and no adjustment by reason thereof shall be
     made with  respect  to,  the  number or price of Shares  subject to an
     Option.

          (3) The grant of an Option  pursuant to the Plan shall not affect
     in any way the  right  or power of the  Company  to make  adjustments,
     reclassifications,  reorganizations  or  changes  of  its  capital  or
     business  structure  or to merge  or to  consolidate  or to  dissolve,
     liquidate  or sell,  or  transfer  all or any part of its  business or
     assets.

     (j)  Annual Limitation. The aggregate fair market value (determined at
the time the  Option  is  granted)  of the  Shares  with  respect  to which
incentive  stock options are  exercisable for the first time by an Optionee
during any  calendar  year (under all  incentive  stock option plans of the
Company)  shall not exceed  $100,000.  Any excess over such amount shall be
deemed to be related to and part of a  nonqualified  stock  option  granted
pursuant to Section 9.

     (k)  General  Restriction.   Each  Option  shall  be  subject  to  the
requirement that if at any time the Board of Directors shall determine,  in
its  discretion,  that the listing,  registration or  qualification  of the
Shares  subject to such  Option upon any  securities  exchange or under any
state  or  federal  law,  or the  consent  or  approval  of any  government
regulatory  body,  is  necessary  or  desirable  as a  condition  of, or in
connection  with,  the  granting of such Option or the issue or purchase of
Shares  thereunder,  such Option may not be  exercised  in whole or in part
unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Board  of  Directors.  Alternatively,  such  Options  shall be  issued  and
exercisable only upon such terms and conditions and with such  restrictions
as shall be necessary or appropriate to effect exemption from such listing,
registration, or other qualification requirement.

9.   NONQUALIFIED OPTIONS

     The  Board  of  Directors  or the  Committee  may  grant  to  Eligible
Employees  or Eligible  Participants  Options  under the Plan which are not
incentive  stock options  under the  provisions of Section 422 of the Code.
Such nonqualified  options shall be evidenced by Agreements in such form as
the Board of Directors or the  Committee  shall  approve from time to time,
which  Agreements  shall be consistent with the terms and conditions as set
forth  in  Section  8 hereof  with  respect  to  incentive  stock  options;
provided,  however, that (1) the limitations set forth in Sections 8(a) and
8(c)  with  respect  to Ten  Percent  Owners  shall  not be  applicable  to
nonqualified  options  granted  to any Ten  Percent  Owner,  (2) the annual
limitation   set  forth  in  Section  8(j)  shall  not  be   applicable  to
nonqualified option grants, and (3) nonqualified  options may be granted at
a purchase price equal to not less than the par value of the Shares subject
to the Option.

10.  AMENDMENT OF THE PLAN

     The Plan may at any time or from time to time be terminated,  modified
or amended by the affirmative  vote of shareholders  with a majority of the
total  combined  voting power of all classes of the  Company's  outstanding
stock.  The Board of Directors may at any time and from time to time modify
or amend the Plan in any respect,  except that without shareholder approval
the Board of Directors  may not (1)  increase the maximum  number of Shares
for which Options may be granted  under the Plan (other than  increases due
to changes in capitalization as referred to in Section 8(h) hereof), or (2)
reduce the option  exercise  price or waiting  period  (except as otherwise
expressly  provided in Sections  8(h) and 8(i)  hereof),  or (3) extend the
maximum  period during which  Options may be granted or  exercised,  or (4)
change the class of persons eligible for Options under Section 6 hereof, or
(5) otherwise  materially  modify  (within the meaning of Rule l6b-3 of the
Exchange Act) the  requirements as to eligibility for  participation in the
Plan,  or (6)  otherwise  materially  increase  (within the meaning of Rule
16b-3 of the Exchange Act) the benefits accruing to participants  under the
Plan. The  termination or any  modification  or amendment of the Plan shall
not,  without the written consent of an Optionee,  affect his or her rights
under an Option or right previously granted to him or her. With the written
consent of the Optionee  affected,  the Board of Directors or the Committee
may amend  outstanding  Agreements  in a manner not  inconsistent  with the
Plan. Without employee consent,  the Board of Directors may at any time and
from time to time modify or amend  outstanding  Agreements in such respects
as it shall deem  necessary in order that incentive  stock options  granted
hereunder  shall  comply with the  appropriate  provisions  of the Code and
regulations  thereunder  which are in effect  from time to time  respecting
incentive stock options.  The Company's Board of Directors may also suspend
the granting of Options  pursuant to the Plan at any time and may terminate
the Plan at any time; provided,  however, no such suspension or termination
shall  modify  or amend  any  Option  granted  before  such  suspension  or
termination  unless the  affected  participant  consents in writing to such
modification  or amendment or there is a dissolution  or liquidation of the
Company.

11.  BINDING EFFECT

     All decisions of the Board of Directors or the Committee involving the
implementation,  administration  or  operation  of the Plan or any offering
under the Plan shall be binding on the Company and on all persons  eligible
or who become eligible to participate in the Plan.

12.  APPLICATION OF FUNDS

     The  proceeds  received by the Company  from the sale of Common  Stock
pursuant to Options exercised  hereunder will be used for general corporate
purposes.

                                                                EXHIBIT 4.7


                             THEGLOBE.COM, INC.
                    NONQUALIFIED STOCK OPTION AGREEMENT
                    -----------------------------------



          THIS AGREEMENT, made as of the 15th day of April, 1999 (the
"Grant Date"), by and between theglobe.com, inc. (the "Company"), and _____
_____ (the "Optionee").

          WHEREAS, this Option is being granted pursuant to the Employment
Agreement, dated April 15th, 1999, between Attitude Network, Ltd.
("Attitude"), the Company and the Optionee (the "Employment Agreement") and
is not being granted pursuant to the theglobe.com, inc. 1998 Stock Option
Plan (the "Plan").

          NOW, THEREFORE, the parties hereto agree as follows:

     1.   Grant of Option.
          ----------------

          1.1 The Company hereby grants to the Optionee the right and
option (the "Option") to purchase all or any part of an aggregate of 25,000
whole Shares subject to, and in accordance with, the terms and conditions
set forth in this Agreement.

          1.2 The Option is not intended to qualify as an Incentive Stock
Option within the meaning of Section 422 of the Code.

          1.3 This Agreement is subject to the Employment Agreement (the
provisions of which are incorporated herein by reference) and, except as
otherwise expressly set forth herein, the capitalized terms used in this
Agreement shall have the same definitions as set forth in the Employment
Agreement.

     2.   Purchase Price.
          ---------------

          The price at which the Optionee shall be entitled to purchase
Shares upon the exercise of the Option shall be $67.625 per Share (the
Fair Market Value of a Share on the Grant Date).

     3.   Duration of Option.
          -------------------

          The Option shall be exercisable to the extent and in the manner
provided herein for a period of ten (10) years from the Grant Date (the
"Exercise Term"); provided, however, that the Option may be earlier
terminated as provided in Section 6 hereof; provided, further, that the
Option may, upon the death of the Optionee, be later exercised for up to
one (1) year following the date of the Optionee's death if such death
occurs prior to the tenth anniversary of the Grant Date.

     4.   Exercisability of Option.
          -------------------------

          Unless otherwise provided in this Agreement, the Option shall
entitle the Optionee to purchase, in whole at any time or in part from time
to time, subject to the Optionee's continued employment with Attitude, the
Company or a Subsidiary, 100% of the total number of Shares covered by the
Option less the number of Shares previously acquired upon exercise of any
portion of the Option on and after the first anniversary of the Grant Date.

     5.   Manner of Exercise and Payment.
          -------------------------------

          5.1 Subject to the terms and conditions of this Agreement, the
Option may be exercised by written notice delivered in person or by mail to
the Controller of the Company, at its principal executive offices, 31 West
21st Street, New York, NY 10010. Such notice shall be substantially in the
form attached hereto as Exhibit A, shall state that the Optionee is
electing to exercise the Option and the number of Shares in respect of
which the Option is being exercised and shall be signed by the person or
persons exercising the Option. If requested by the Committee, such person
or persons shall (i) deliver this Agreement to the Secretary of the Company
who shall endorse thereon a notation of such exercise and (ii) provide
satisfactory proof as to the right of such person or persons to exercise
the Option.

          5.2 The notice of exercise described in Section 5.1 hereof shall
be accompanied by the full purchase price for the Shares in respect of
which the Option is being exercised, in cash, or, if permitted by the
Committee, by transferring Shares, either actually or by attestation, to
the Company having a Fair Market Value on the day preceding the date of
exercise equal to the cash amount for which such Shares are substituted. In
addition, Options may be exercised through a registered broker-dealer
pursuant to such cashless exercise procedures which, from time to time, are
deemed acceptable by the Committee.

          5.3 Upon receipt of notice of exercise and full payment for the
Shares in respect of which the Option is being exercised, the Company
shall, subject to Section 16 hereof, take such action as may be necessary
to effect the transfer to the Optionee of the number of Shares as to which
such exercise was effective. No fractional Shares (or cash in lieu thereof)
shall be issued upon exercise of an Option and the number of Shares that
may be purchased upon exercise shall be rounded to the nearest number of
whole Shares.

          5.4 The Optionee shall not be deemed to be the holder of, or to
have any of the rights of a holder with respect to, any Shares subject to
the Option until (i) the Option shall have been exercised pursuant to the
terms of this Agreement and the Optionee shall have paid the full purchase
price for the number of Shares in respect of which the Option was
exercised, (ii) the Company shall have issued and delivered the Shares to
the Optionee, and (iii) the Optionee's name shall have been entered as a
stockholder of record on the books of the Company, whereupon the Optionee
shall have full voting and other ownership rights with respect to such
Shares, subject to the terms of this Agreement.

     6. Termination of Option. Subject to Section 7 hereof, the Option
shall terminate on the date which is the tenth anniversary of the Grant
Date (or if later, the first anniversary of the date of the Optionee's
death if such death occurs prior to such tenth anniversary), unless
terminated earlier as follows:

          6.1 If the employment of the Optionee by Attitude, the Company or
a Subsidiary is terminated by mutual agreement of the parties hereto, by
Attitude , the Company or a Subsidiary for any reason other than
Disability, death or Cause, by the Optionee for any reason, or if Attitude
or the Subsidiary then employing the Optionee ceases to be a Subsidiary,
the Optionee may for a period of three (3) months after such termination or
cessation exercise his Option to the extent, and only to the extent, that
such Option or portion thereof was exercisable as of the date of such
termination or cessation, after which time the Option shall automatically
terminate in full; provided, however, that if at the time the Optionee
terminates his employment, the Optionee had engaged in conduct constituting
Cause, the Option shall immediately terminate in full and no rights
hereunder may be exercised.

          6.2 If the employment of the Optionee by Attitude, the Company or
a Subsidiary is terminated by reason of Disability, the Optionee may, for a
period of twelve (12) months after such termination, exercise the Option to
the extent, and only to the extent, that such Option or portion thereof was
exercisable, as of the date of such termination, after which time the
Option shall automatically terminate in full.

          6.3 If the employment of the Optionee by Attitude, the Company or
a Subsidiary is terminated for Cause before the first anniversary of the
date of the Employment Agreement, the Option shall immediately terminate in
full and no rights hereunder may be exercised.

          6.4 If the employment of the Optionee by Attitude, the Company or
a Subsidiary is terminated by reason of his death, the Option may be
exercised at any time within twelve (12) months after the Optionee's death
by the person or persons to whom such rights under the Option shall pass by
will, or by the laws of descent or distribution, after which time the
Option shall terminate in full; provided, however, that an Option may be
exercised to the extent, and only to the extent, that the Option or portion
thereof was exercisable on the date of death. If the Optionee dies within
three (3) months after termination as described in Section 6.1 hereof or
within twelve (12) months after termination as described in Section 6.2
hereof, the Option granted to the Optionee may be exercised at any time
within twelve (12) months after the Optionee's death by the person or
persons to whom such rights under the Option shall pass by will, or by the
laws of descent or distribution, after which time the Option shall
terminate in full; provided, however, that an Option may be exercised to
the extent, and only to the extent, that the Option or portion thereof was
exercisable on the date of termination.

          6.5 The Option, to the extent not exercisable, shall terminate
immediately upon the Optionee's termination of employment with Attitude,
the Company or a Subsidiary for any reason.

          6.6 For purposes of this Section 6, the Optionee shall not be
treated as terminated for so long as he is an employee of Attitude, the
Company or a Subsidiary.

     7.   Effect of Change in Control.
          ----------------------------

          Notwithstanding anything contained in this Agreement to the
contrary, in the event of a Change in Control, the Option shall become
immediately and fully exercisable. In the event an Optionee's employment
terminates following a Change in Control, the Option shall remain
exercisable until the earlier of the first anniversary of the termination
of the Optionee's employment or the expiration of the stated term of the
Option.

     8.   Non-Transferability.
          --------------------

          The Option shall not be transferable other than by will or by the
laws of descent and distribution or pursuant to a domestic relations order
(within the meaning of Rule 16a-12 promulgated under the Exchange Act), and
the Option shall be exercisable during the lifetime of the Optionee only by
the Optionee or his guardian or legal representative.

     9.   Limitation on Rights.
          ---------------------

          Nothing in this Agreement shall be interpreted or construed to
confer upon the Optionee any right with respect to continuance of
employment by Attitude, the Company or any of its or their affiliates, nor
shall this Agreement interfere in any way with the right of Attitude, the
Company or any of its or their affiliates to terminate the Optionee's
employment at any time.

     10.  Adjustments.
          ------------

          10.1 In the event of a Change in Capitalization, the Committee
shall make appropriate adjustments, if any, to the number and class of
Shares or other stock or securities subject to the Option and the purchase
price for such Shares or other stock or securities. The Committee's
adjustment shall be effective and final, binding and conclusive for all
purposes of this Agreement.

          10.2 If, by reason of a Change in Capitalization, the Optionee
shall be entitled to exercise the Option with respect to new, additional or
different shares of stock or securities, such new, additional or different
shares shall thereupon be subject to all of the conditions and restrictions
which were applicable to the Shares subject to the Option prior to such
Change in Capitalization.

     11.  Effect of a Merger, Consolidation or Liquidation.
          -------------------------------------------------

          Subject to Section 7 hereof, upon the effective date of (i) the
liquidation or dissolution of the Company or (ii) a merger or consolidation
of the Company (a "Transaction"), the Option shall continue in effect in
accordance with its terms and the Optionee shall be entitled to receive in
respect of all Shares subject to the Option, upon exercise of the Option,
the same number and kind of stock, securities, cash, property or other
consideration that each holder of Shares was entitled to receive in the
Transaction in respect of a Share; provided, however, that such stock,
securities, cash, property, or other consideration shall remain subject to
all of the conditions and restrictions which were applicable to the Option
prior to such Transaction.

     12.  Withholding of Taxes.
          ---------------------

          At such times as the Optionee recognizes taxable income in
connection with the receipt of Shares hereunder (a "Taxable Event"), the
Optionee shall pay to the Company an amount equal to the federal, state and
local income taxes and other amounts as may be required by law to be
withheld by the Company in connection with the Taxable Event (the
"Withholding Taxes") prior to the issuance of such Shares. The Company and
Attitude shall have the right to deduct from any distribution of cash to
the Optionee an amount equal to the Withholding Taxes with respect to the
Option.

     13.  Pooling Transactions.
          ---------------------

          Notwithstanding anything contained in this Agreement to the
contrary, in the event of a Change in Control which is also intended to
constitute a Pooling Transaction, the Committee shall take such actions, if
any, as are specifically recommended by an independent accounting firm
retained by the Company to the extent reasonably necessary in order to
assure that the Pooling Transaction will qualify as such, including but not
limited to (a) deferring the vesting, exercise, payment, settlement or
lapsing of restrictions with respect to the Option, (b) providing that the
payment or settlement in respect of the Option be made in the form of cash,
Shares or securities of a successor or acquirer of the Company, or a
combination of the foregoing, and (c) providing for the extension of the
term of any Option to the extent necessary to accommodate the foregoing,
but not beyond the maximum term permitted for any Option.

     14.  Modification of Agreement.
          --------------------------

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

     15.  Severability.
          -------------

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

     16.  Registration of Shares.
          -----------------------

          16.1 Prior to the time that the Option first becomes exercisable
in accordance with the terms of this Agreement, the Company shall cause the
Shares underlying the Option to be registered with the Securities and
Exchange Commission and listed on the National Association of Securities
Dealers Automated Quotation System if not already listed. The Option is
subject to the requirement that, if at any time the Committee determines,
in its discretion, that the listing, registration or qualification of
Shares issuable pursuant to this Agreement is required by any securities
exchange or under any state or federal law, or the consent or approval of
any governmental regulatory body is necessary or desirable as a condition
of, or in connection with, the issuance of Shares, no payment shall be made
or Shares issued, in whole or in part, unless listing, registration,
qualification, consent or approval has been effected or obtained free of
any conditions as acceptable to the Committee. The Board may make such
changes to the Option as may be necessary or appropriate to comply with the
rules and regulations of any governmental authority.

          16.2 Notwithstanding anything contained in this Agreement to the
contrary, in the event that the disposition of Shares acquired pursuant
this Agreement is not covered by a then current registration statement
under the Securities Act of 1933, as amended (the "Securities Act"), and is
not otherwise exempt from such registration, such Shares shall be
restricted against transfer to the extent required by the Securities Act
and Rule 144 or other regulations thereunder. The Committee may require the
Optionee, as a condition precedent to receipt of Shares hereunder, to
represent and warrant to the Company in writing that the Shares acquired by
him are acquired without a view to any distribution thereof and will not be
sold or transferred other than pursuant to an effective registration
thereof under said Act or pursuant to an exemption applicable under the
Securities Act or the rules and regulations promulgated thereunder. The
certificates evidencing any of such Shares shall be appropriately amended
to reflect their status as restricted securities as aforesaid.

     17.  Governing Law.
          --------------

          17.1 The validity, interpretation, construction and performance
of this Agreement shall be governed by the laws of the State of Delaware
without giving effect to the conflicts of laws principles thereof.

          17.2 The obligation of the Company to sell or deliver Shares
covered by the Option shall be subject to all applicable laws, rules and
regulations, including all applicable federal and state securities laws,
and the obtaining of all such approvals by governmental agencies as may be
deemed necessary or appropriate by the Committee.

     18.  Successors in Interest.
          -----------------------

          This Agreement shall inure to the benefit of and be binding upon
any successor to the Company. This Agreement shall inure to the benefit of
the Optionee's legal representatives. All obligations imposed upon the
Optionee and all rights granted to the Company under this Agreement shall
be final, binding and conclusive upon the Optionee's heirs, executors,
administrators and successors.

     19.  Resolution of Disputes.
          -----------------------

          Any dispute or disagreement which may arise under, or as a result
of, or in any way relate to, the interpretation, construction or
application of this Agreement shall be determined by the Committee. Any
determination made hereunder shall be final, binding and conclusive on the
Optionee and the Company for all purposes.

     20.  Interpretation.
          ---------------

          20.1 The grant of the Option pursuant hereto is intended to
comply with Rule 16b-3 promulgated under the Exchange Act and the Committee
shall interpret and administer the provisions of this Agreement in a manner
consistent therewith. Any provisions inconsistent with such rule shall be
inoperative and shall not affect the validity of this Agreement.

          20.2 The Option is intended to be Performance-Based Compensation.
The Committee shall not be entitled to exercise any discretion otherwise
authorized hereunder with respect to this Option if the ability to exercise
such discretion or the exercise of such discretion itself would cause the
compensation attributable to this Option to fail to qualify as
Performance-Based Compensation.

     21.  Administration.
          ---------------

          21.1 This Agreement shall be administered by the Committee. The
Committee shall consist of at least two (2) Directors and may consist of
the entire Board; provided, however, that (A) if the Committee consists of
less than the entire Board, each member shall be a Nonemployee Director and
(B) to the extent necessary for any Option intended to qualify as
Performance-Based Compensation to so qualify, each member of the Committee,
whether or not it consists of the entire Board, shall be an Outside
Director. For purposes of the preceding sentence, if one or more members of
the Committee is not a Nonemployee Director and an Outside Director but
recuses himself or herself or abstains from voting with respect to a
particular action taken by the Committee, then the Committee, with respect
to that action, shall be deemed to consist only of the members of the
Committee who have not recused themselves or abstained from voting.

          21.2 No member of the Committee shall be liable for any action,
failure to act, determination or interpretation made in good faith with
respect to this Agreement. The Company hereby agrees to indemnify each
member of the Committee for all costs and expenses and, to the extent
permitted by applicable law, any liability incurred in connection with
defending against, responding to, negotiating for the settlement of or
otherwise dealing with any claim, cause of action or dispute of any kind
arising in connection with any actions in administering this Agreement or
in authorizing or denying authorization to any transaction hereunder.

          21.3 Subject to the express terms and conditions set forth
herein, the Committee shall have the power from time to time:

               (a) to construe and interpret this Agreement and to
establish, amend and revoke rules and regulations for the administration of
this Agreement, including, but not limited to, correcting any defect or
supplying any omission, or reconciling any inconsistency in this Agreement,
in the manner and to the extent it shall deem necessary or advisable,
including so that this Agreement complies with Rule 16b-3 under the
Exchange Act, the Code to the extent applicable and other applicable law,
and otherwise to make this Agreement fully effective. All decisions and
determinations by the Committee in the exercise of this power shall be
final, binding and conclusive upon the Company, its Subsidiaries, the
Optionee, and all other persons having any interest herein;

               (b) to determine the duration and purposes for leaves of
absence which may be granted to the Optionee on an individual basis without
constituting a termination of employment or service for purposes of this
Agreement;

               (c) to exercise its discretion with respect to the powers
and rights granted to it as set forth in this Agreement; and

               (d) generally, to exercise such powers and to perform such
acts as are deemed necessary or advisable to promote the best interests of
the Company with respect to this Agreement.

     22.  Definitions.
          ------------

          For purposes of this Agreement:

          22.1 "Board" means the Board of Directors of the Company.

          22.2 "Cause" shall have the meaning ascribed to it in the
Employment Agreement.

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

          22.4 A "Change in Control" shall mean the occurrence of any of
the following:

               (a) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any
"Person" (as the term person is used for purposes of Section 13(d) or 14(d)
of the Exchange Act), immediately after which such Person has "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of thirty percent (30%) or more of the then outstanding Shares or the
combined voting power of the Company's then outstanding Voting Securities;
provided, however, in determining whether a Change in Control has occurred
pursuant to this Section 22.4(a), Shares or Voting Securities which are
acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not
constitute an acquisition which would cause a Change in Control. A
"Non-Control Acquisition" shall mean an acquisition by (i) an employee
benefit plan (or a trust forming a part thereof) maintained by (A) the
Company or (B) any corporation or other Person of which a majority of its
voting power or its voting equity securities or equity interest is owned,
directly or indirectly, by the Company (for purposes of this definition, a
"Majority-Owned Subsidiary"), (ii) the Company or its Majority-Owned
Subsidiaries, or (iii) any Person in connection with a "Non-Control
Transaction" (as hereinafter defined);

               (b) The individuals who, as of the date hereof are members
of the Board of Directors of the Company (the "Incumbent Board"), cease for
any reason to constitute at least two-thirds of the members of the Board;
provided, however, that if the election, or nomination for election by the
Company's common stockholders, of any new director was approved by a vote
of at least two-thirds of the Incumbent Board, such new director shall, for
purposes of this Agreement, be considered as a member of the Incumbent
Board; or

               (c) The consummation of:

                    (i) A merger, consolidation or reorganization with or
into the Company or in which securities of the Company are issued, unless
such merger, consolidation or reorganization is a Non-Control Transaction.

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

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

                         (B) the individuals who were members of the
Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at
least two-thirds of the members of the board of directors of the Surviving
Corporation, or a corporation beneficially directly or indirectly owning a
majority of the Voting Securities of the Surviving Corporation, and

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

                    (ii) A complete liquidation or dissolution of the
Company; or

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

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

          22.5 "Code" means the Internal Revenue Code of 1986, as amended.

          22.7 "Committee" means the committee, appointed by the Board from
time to time to administer the Plan and to perform the functions set forth
therein.

          22.8 "Director" means a director of the Company.

          22.9 "Disability" shall have the meaning ascribed to it in the
Employment Agreement.

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

          22.11 "Fair Market Value" on any date means the closing sales
prices of the Shares on such date on the principal national securities
exchange on which such Shares are listed or admitted to trading, or, if
such Shares are not so listed or admitted to trading, the average of the
per Share closing bid price and per Share closing asked price on such date
as quoted on the National Association of Securities Dealers Automated
Quotation System or such other market in which such prices are regularly
quoted, or, if there have been no published bid or asked quotations with
respect to Shares on such date, the value established by the Committee in
good faith.

          22.12 "Nonemployee Director" means a director of the Company who
is a "nonemployee director" within the meaning of Rule 16b-3 promulgated
under the Exchange Act.

          22.13 "Outside Director" means a director of the Company who is
an "outside director" within the meaning of Section 162(m) of the Code and
the regulations promulgated thereunder.

          22.14 "Performance-Based Compensation" means any Option that is
intended to constitute "performance-based compensation" within the meaning
of Section 162(m)(4)(C) of the Code, and the regulations promulgated
thereunder.

          22.15 "Pooling Transaction" means an acquisition of the Company
in a transaction which is intended to be treated as a "pooling of
interests" under generally accepted accounting principles.

          22.16 "Shares" means the common stock, par value $0.001 per
share, of the Company.

          22.17 "Subsidiary" means any corporation which is a subsidiary
corporation (within the meaning of Section 424(f) of the Code) with respect
to the Company.

          IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.


                                    theglobe.com, inc.



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

Attest:


- ----------------------------------
     Secretary



- ----------------------------------
     [Optionee]
<PAGE>
                                                                  Exhibit A

                             NOTICE OF EXERCISE

theglobe.com, inc.
31 W. 21st Street
New York, NY  10010                           Date of Exercise:
                                                               ------------



Ladies and Gentlemen:

     This constitutes notice under my Nonqualified Stock Option Agreement
(the "Option Agreement") that I elect to purchase the number of shares for
the price set forth below.



Stock option dated:          _____________________


Number of shares as to
which option is exercised:   _____________________


Certificates to be issued
in name of:                 ______________________


Total exercise price:       $ ____________________


Cash payment delivered
herewith:                   $ ____________________




     By this exercise, I agree (i) to provide such additional documents as
you may require pursuant to the terms the Option Agreement, and (ii) to
provide for the payment by me to you (in the manner designated by you) of
your withholding obligation, if any, relating to the exercise of this
option.



                              Very truly yours,





                              [Name]

                              Address:

                                                                EXHIBIT 5.1



May 27, 1999

theglobe.com, inc.
31 West 21st Street
New York, New York 10010



                   RE: REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

     We are acting as special counsel to theglobe.com, inc., a Delaware
corporation (the "Company") in connection with the registration, pursuant
to a Registration Statement on Form S-8 (the "Registration Statement"), of
an aggregate of 204,760 shares (the "Shares") of Common Stock, par value
$.001 per share, of the Company, issuable pursuant to (i) options granted
under the Attitude Network Ltd. ("Attitude") 1996 Stock Option Plan (the
"Attitude Plan") which were converted from options to purchase shares of
common stock of Attitude into options to purchase Shares of the Company
pursuant to the Agreement and Plan of Merger, dated as of April 5, 1999, by
and among the Company, Attitude, certain shareholders of Attitude and Bucky
Acquisition Corp. (84,760 shares); and (ii) options granted pursuant to
Option Agreements (the "Option Agreements") to David C. Rae, Kim Brown and
David Stanworth on April 6, 1999 (120,000 shares).

     We have examined the originals, or certified, conformed or
reproduction copies, of all records, agreements, instruments and documents
as we have deemed relevant or necessary as the basis for the opinion
hereinafter expressed. In all such examinations, we have assumed the
genuineness of all signatures 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 such opinion, we have relied
upon certificates and statements of public officials, officers or
representatives of the Company and others.

     Based upon the foregoing, and subject to the limitations set forth
herein, we are of the opinion that the Shares, when issued and paid for
(with the consideration received by the Company being not less than the par
value thereof) in accordance with the Attitude Plan or the Option
Agreements, as applicable, will be validly issued, fully paid and
non-assessable.

     The opinion expressed herein is limited to the federal laws of the
United States, and, to the extent required by the foregoing opinion, the
General Corporation Law of the State of Delaware.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the registration of the
Shares. In giving this consent, we do not admit that we are in the category
of 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 23.2

                     CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statement
on Form S-8 of theglobe.com, inc. of our report dated February 20, 1999
relating to the balance sheets of theglobe.com, inc. as of December 31,
1998 and 1997, and the related statements of operations, stockholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 1998, and the related financial statement schedule, which
report appears in the December 31, 1998 annual report on Form 10-K of
theglobe.com, inc. dated March 30, 1999.

                                             /s/ KPMG LLP

New York, New York
May 28, 1999

                     CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statement
on Form S-8 of theglobe.com, inc. of our report dated March 5, 1999, with
respect to the financial statements of factorymall.com, inc. as of December
31, 1998 and 1997 and for the period from inception (April 15, 1996) to
December 31, 1996 and for each of the two years in the period ended
December 31, 1998, which report appears in the Current Report (Form-8K/A)
of theglobe.com, inc. dated April 1, 1999.


                                             /s/ KPMG LLP

Seattle, Washington
May 28, 1999

                                                            EXHIBIT 23.3

            CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this registration statement
on Form S-8 of our report, dated March 19, 1999, except for Note 16, for
which the date is April 9, 1999, relating to the consolidated financial
statements of Attitude Network, Ltd. and its subsidiary, which appears in
theglobe.com, inc.'s Form 8-K filed April 23, 1999.


                                        /s/ PricewaterhouseCoopers LLP


May 28, 1999



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