NOTE PURCHASE AGREEMENT

EXHIBIT 10.1

NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (the "Agreement") is made as of the 22nd day

of April, 2005, by and between theglobe.com, inc., a Delaware corporation (the

"Company"), and the each purchaser now or hereinafter (in accordance with

Section 2 below) listed on Schedule A hereto (individually, an "Investor" and

collectively, the "Investors").

WHEREAS, the initial Investors set forth on Schedule A are willing to lend

the Company the aggregate sum of One Million Five Hundred Thousand Dollars

($1,500,000) pursuant to the terms of this Agreement and a promissory note (a

"Note") convertible into shares of the Company's common stock, $.001 par value

(the "Common Stock"), all as more particularly described in the form of Note

attached hereto as Exhibit A; and

WHEREAS, as more particularly set forth on Schedule A hereof, the Company

has also granted certain parties, for a period of ninety (90) days from the date

hereof, the optional right to purchase (each an "Option") additional Notes

pursuant to this Agreement such that the aggregate amount of Notes issued

hereunder may reach the aggregate sum of Four Million Dollars ($4,000,000) (the

"Offering Limit");

WHEREAS, the parties have agreed that the obligation to repay the Notes

shall be secured by a pledge of substantially all of the assets of the Company

and its subsidiaries pursuant to the terms of a Security Agreement in the form

attached hereto as Exhibit B; and

WHEREAS, as a material inducement to the Investors to purchase the Notes

and in recognition of the substantial benefit which the Company's subsidiaries

will receive from the proceeds of the Notes, the subsidiaries have agreed to

guaranty the Notes pursuant to the terms of a Guaranty in the form attached

hereto as Exhibit C;

NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, and in consideration of the

premises and the mutual agreements, representations and warranties, provisions

and covenants contained herein, the parties hereto, intending to be legally

bound hereby, agree as follows:

1. Purchase and Sale of Notes; Option. On the applicable Closing Date (as

hereinafter defined), subject to the terms and conditions of this Agreement,

each Investor hereby agrees to purchase and the Company hereby agrees to sell

and issue a Note in the principal amount set forth opposite such Investor's name

on Schedule A hereto. In addition, the Company does hereby grant an Option to

the Investors (or such other parties who are identified on Schedule A and whom

shall upon any exercise of the Option, shall thereafter be deemed "Investors"

for all purposes of this Agreement) to acquire in accordance with Section 2

hereof that additional principal amount of the Notes as is set forth opposite

such Investors (or other parties') name, all as more particularly described on

Schedule A.

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2. The Closing(s). Subject to the conditions set forth below, the initial

purchase and sale of the Notes shall take place at the offices of Proskauer Rose

LLP, 2255 Glades Road, Boca Raton, Florida, 33414, on or before April 22, 2005,

or at such other time and place as the Company and the Investors mutually agree

(the "Closing" and the "Closing Date"). Additional closings may be held with

respect to additional purchases and sales of the Notes up to the Offering Limit

upon exercise of any Option, which closings shall be held as soon as practicable

after any exercise of an Option (each a "Closing"). Any party holding an Option

shall exercise such Option, if at all, by delivering to the Company on or before

the 90th day from the date hereof a notice of exercise setting forth the amount

of Notes to be acquired. The Investors for any such additional Closings shall

execute and deliver a joinder to this Agreement in a form satisfactory to the

Company. At the Closing, the Company shall deliver to each Investor: (i) an

executed counterpart of this Agreement, the Security Agreement and Guaranty; and

(ii) such Investor's original Note in the amount set forth opposite such

Investor's name on Schedule A. At the Closing each Investor shall fund his or

her respective Note by cashier's check or wire transfer of immediately available

funds (to an account designated by the Company).

3. Closing Conditions. The obligation of each Investor to purchase and

fund its Note at the applicable Closing is subject to the fulfillment, to the

Investor's reasonable satisfaction, prior to or at the Closing in question, of

each of the following conditions:

3.1 Representations and Warranties. The representations and

warranties of the Company contained in this Agreement shall be true and correct

in all material respects on the date hereof and on and as of the applicable

Closing Date as if made on and as of such date.

3.2 Notes. At the Closing, the Company shall have tendered to the

Investor the appropriate Note.

3.3 No Actions. No action, proceeding, investigation, regulation or

legislation shall have been instituted, threatened or proposed before any court,

governmental agency or authority or legislative body to enjoin, restrain,

prohibit, or obtain substantial damages in respect of, this Agreement or the

consummation of the transactions contemplated by this Agreement.

3.4 Proceedings and Documents. All proceedings in connection with

the transactions contemplated hereby and all documents and instruments incident

to such transactions shall be satisfactory in substance and form to the

Investor, and the Company shall have received all such counterpart originals or

certified or other copies of such documents as the Investors may reasonably

request.

4. Representations and Warranties of the Company. The Company hereby

represents and warrants to Investor that:

4.1 Organization, Good Standing and Qualification. The Company is a

corporation duly organized, validly existing and in good standing under the laws

of the State of Delaware. The Company is duly qualified to transact business and

is in good standing in each jurisdiction in which the failure to so qualify

would have a material adverse effect on its business or properties.

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4.2 Capitalization and Voting Rights. The authorized capital of the

Company as of April 11, 2005 consists of:

(a) Preferred Stock. 3,000,000 shares of Preferred Stock, par

value $0.001 per share (the "Preferred Stock"), of which there are no shares

presently issued and outstanding.

(b) Common Stock. 500,000,000 shares of common stock, par

value $0.001 per share ("Common Stock"), of which 175,798,747 shares were issued

and outstanding.

4.3 Authorization. All corporate action on the part of the Company,

its officers, directors and stockholders necessary for the authorization,

execution and delivery of this Agreement and the Security Agreement and the

performance of all obligations of the Company hereunder and thereunder, and the

authorization (or reservation for issuance), sale and issuance of the Notes and

the Common Stock into which the Notes are convertible or exercisable (the

"Underlying Securities"), have been taken on or prior to the date hereof.

4.4 Valid Issuance of the Underlying Securities. The Underlying

Securities when issued and delivered in accordance with the terms of this

Agreement and the Notes for the consideration expressed herein and therein, will

be duly and validly issued, fully paid and nonassessable and will be free of

restrictions on transfer, other than restrictions on transfer under this

Agreement and under applicable state and federal securities laws.

4.5 Offering. Subject to the truth and accuracy of each Investor's

representations set forth in Section 5 of this Agreement, the offer and issuance

of the Notes, together with the Underlying Securities, as contemplated by this

Agreement are exempt from the registration requirements of the Securities Act of

1933, as amended (the "1933 Act") and the qualification or registration

requirements of state securities laws or other applicable blue sky laws. Neither

the Company nor any authorized agent acting on its behalf will take any action

hereafter that would cause the loss of such exemptions.

4.6 Public Reports. The Company is current in its filing obligations

under the Securities Act of 1934, as amended (the "1934 Act"), including without

limitation as to its filings of Annual Reports on Form 10-K (or 10-KSB, as

applicable) and Quarterly Reports on Form 10-Q (or 10-QSB, as

applicable)(collectively, the "Public Reports"). The Public Reports do not

contain any untrue statement of a material fact or omit to state any fact

necessary to make any statement therein not misleading. The financial statements

included within the Public Reports for the fiscal year ended December 31, 2003,

and for the fiscal year ended December 31, 2004 (the "Financial Statements"),

have been prepared in accordance with generally accepted accounting principles

("GAAP") applied on a consistent basis throughout the periods indicated. The

Financial Statements fairly present, in all material respects, the financial

condition and operating results of the Company as of the dates, and for the

periods, indicated therein.

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4.7 Compliance With Laws. Neither the Company nor any subsidiary has

violated any law or any governmental regulation or requirement which violation

has had or would reasonably be expected to have a material adverse effect on its

business or prospects, and neither the Company nor any subsidiary has received

written notice of any such violation.

4.8 Violations. The consummation of the transactions contemplated by

this Agreement and all other documents and instruments required to be delivered

in connection herewith and therewith, including without limitation, the Security

Agreement and Notes, will not result in or constitute any of the following: (a)

a violation of any provision of the certificate of incorporation, bylaws or

other governing documents of the Company; (b) a violation of any provisions of

any applicable law or of any writ or decree of any court or governmental

instrumentality; (c) a default or an event that, with notice or lapse of time or

both, would be a default, breach, or violation of a lease, license, promissory

note, conditional sales contract, commitment, indenture, mortgage, deed of

trust, or other agreement, instrument, or arrangement to which the Company is a

party or by which the Company or its property is bound; (d) an event that would

permit any party to terminate any agreement or to accelerate the maturity of any

indebtedness or other obligation of the Company; or (e) the creation or

imposition of any lien, pledge, option, security agreement, equity, claim,

charge, encumbrance or other restriction or limitation on the capital stock or

on any of the properties or assets of the Company.

4.9 Consents; Waivers. No consent, waiver, approval or authority of

any nature, or other formal action, by any person, firm or corporation, or any

agency, bureau or department of any government or any subdivision thereof, not

already obtained, is required in connection with the execution and delivery of

this Agreement by the Company or the consummation by the Company of the

transactions provided for herein and therein.

5. Representations and Warranties of the Investors. Each Investor hereby

represents, warrants and covenants, severally and not jointly, that:

5.1 Authorization. Investor has full power and authority to enter

into this Agreement, and such agreement constitutes the valid and legally

binding obligation of Investor, enforceable in accordance with its terms.

5.2 Purchase Entirely for Own Account. This Agreement is made with

Investor in reliance upon Investor's representation to the Company, which by

Investor's execution of this Agreement, Investor hereby confirms, that the

Notes, Option and Underlying Securities to be received by Investor will be

acquired for investment for Investor's own account, not as a nominee or agent,

and not with a view to the resale or distribution of any part thereof, and that

Investor has no present intention of selling, granting any participation in or

otherwise distributing the same. By executing this Agreement, Investor further

represents that Investor does not have any contract, undertaking, agreement or

arrangement with any person to sell, transfer or grant participations to such

person or to any third person, with respect to any of the Notes, Option or

Underlying Securities.

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5.3 Disclosure of Information. Investor believes it has received all

the information it considers necessary or appropriate for deciding whether to

purchase the Notes. Investor further represents that he has had an opportunity

to ask questions and receive answers from the Company regarding the terms and

conditions of the offering of the Notes and the business, properties, prospects

and financial condition of the Company. The foregoing, however, does not limit

or modify the representations and warranties of the Company in Section 4 of this

Agreement or the right of Investor to rely thereon.

5.4 Investment Experience. Investor can bear the economic risk of

its investment, and has such knowledge and experience in financial or business

matters that it is capable of evaluating the merits and risks of the investment

in the Notes and Underlying Securities.

5.5 Accredited Investor. Investor is an "accredited investor" within

the meaning of the Securities and Exchange Commission ("SEC") Rule 501 of

Regulation D, as presently in effect; by virtue of falling within one or more of

the following: (a) a natural person whose individual net worth (or joint net

worth with his spouse) at the time of purchase exceeds $1,000,000; or (b) a

natural person who had individual income in excess of $200,000 or joint income

with his spouse in excess of $300,000 in each of the two most recent years and

reasonably expects to have individual income in excess of $200,000 or joint

income with his spouse in excess of $300,000 in the current year; (c) an

executive officer or director of the Company; or (d) an entity in which all of

the equity owners thereof are natural persons whom are "accredited" by virtue of

falling within one or more of the foregoing categories.

5.6 Restricted Securities. Investor understands that the Notes,

Option and Underlying Securities it is purchasing are characterized as

"restricted securities" under the federal securities laws inasmuch as they are

being acquired from the Company in a transaction not involving a public offering

and that under such laws and applicable regulations such Notes, Option and

Underlying Securities may be resold without registration under the 1933 Act only

in certain limited circumstances. In the absence of an effective registration

statement covering the Notes or the Underlying Securities, as applicable, or an

available exemption from registration under the 1933 Act, the Notes and

Underlying Securities must be held indefinitely. Investor represents that it is

familiar with SEC Rule 144, as presently in effect, and understands the resale

limitations imposed thereby and by the 1933 Act, including without limitation

the Rule 144 condition that current information about the Company be available

to the public.

5.7 Further Limitations on Disposition. Without in any way limiting

the representations set forth above, Investor shall not make any disposition of

all or any portion of the Notes, Option or Underlying Securities unless and

until the transferee has agreed in writing for the benefit of the Company to be

bound by this Section 5, and:

(a) there is then in effect a registration statement under the

1933 Act covering such proposed disposition and such disposition is made in

accordance with such registration statement; or

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(b) Investor shall have notified the Company of the proposed

disposition and shall have furnished the Company with a detailed statement of

the circumstances surrounding the proposed disposition, and if requested by the

Company, the Investor shall have furnished the Company with an opinion of

counsel, reasonably satisfactory to the Company, that such disposition will not

require registration of the Note, Option or Underlying Securities, as

applicable, under the 1933 Act or any applicable state securities laws.

5.8 Legends. It is understood that the certificates evidencing the

Notes and Underlying Securities may bear one or all of the following legends:

(a) "These securities have not been registered under the

Securities Act of 1933, as amended. They may not be sold, offered for sale,

pledged or hypothecated in the absence of a registration statement in effect

with respect to the securities under such Act or an opinion of counsel

satisfactory to the Company that such registration is not required."

(b) Any legend required by state securities laws.

5.9 Tax Advisors. Investor has reviewed with Investor's own tax

advisors the federal, state and local tax consequences of this investment, where

applicable, and the transactions contemplated by this Agreement. Investor is

relying solely on such advisors and not on any statements or representations of

the Company (except the representations and statements of the Company set forth

in this Agreement) or any of its agents and understands that Investor (and not

the Company) shall be responsible for Investor's own tax liability that may

arise as a result of this investment or the transactions contemplated by this

Agreement, except where such liability arises as a result of a failure of a

representation of the Company set forth in this Agreement to be true or a breach

by the Company of a covenant of the Company set forth in this Agreement.

5.10 Investor Counsel. Investor acknowledges that it has had the

opportunity to review this Agreement, the exhibits and the schedules attached

hereto and the transactions contemplated by this Agreement with Investor's own

legal counsel. Investor is relying solely on its legal counsel and not on any

statements or representations of the Company or any of the Company's agents for

legal advice with respect to this investment or the transactions contemplated by

this Agreement.

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5.11 Florida Rescission Right. Investor, if a Florida resident or a

Florida entity, acknowledges that he, she or it may at any time within three (3)

days after payment to the Company of the applicable purchase price for a Note

notify the Company, pursuant to the provisions of Section 7.4 herein, of the

Investor's intent to cancel his or her purchase. In such event, such Investor's

investment shall be canceled and of no further force or effect (and any Option

null and void), Investor shall return any Note issued to such Investor and the

Company shall promptly cause to be refunded to the Investor all consideration

paid by the Investor for the Notes in connection herewith, without interest and

without deduction.

5.12 Residency. Investor is a resident of the state as set forth

below such Investor's signature on the signature page hereof or any applicable

Joinder to this Agreement.

6. Registration Rights.

6.1 Demand Registration; Limitation. At any time after April 17,

2006, the holders (the "Holders") of a majority of the shares of Common Stock

issued or issuable upon conversion of the Notes shall be entitled to deliver

written notice to the Company demanding the registration of all Registerable

Securities (as hereinafter defined) or such lesser number