{"id":43126,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-theglobe-com-inc-and-attitude.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-theglobe-com-inc-and-attitude","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-theglobe-com-inc-and-attitude.html","title":{"rendered":"Agreement and Plan of Merger &#8211; TheGlobe.com Inc. and Attitude Network Ltd."},"content":{"rendered":"<pre>\n                        AGREEMENT AND PLAN OF MERGER\n\n                                DATED AS OF\n\n                               APRIL 5, 1999\n\n                                BY AND AMONG\n\n                            THEGLOBE.COM, INC.,\n\n                          BUCKY ACQUISITION CORP.,\n\n                           ATTITUDE NETWORK LTD.\n\n                                    AND\n\n                        CERTAIN STOCKHOLDERS THEREOF\n\n\n                        AGREEMENT AND PLAN OF MERGER\n\n          AGREEMENT AND PLAN OF MERGER, dated as of April 5, 1999 (this\n\"Agreement\"), by and among theglobe.com, inc., a Delaware corporation\n(\"theglobe\"), Bucky Acquisition Corp., a Delaware corporation and a\nwholly-owned subsidiary of theglobe (\"Merger Sub\"), Attitude Network Ltd.,\na Delaware corporation (the \"Company\"), and those stockholders of the\nCompany that are executing and delivering counterparts hereto\n(collectively, the \"Sellers\"). theglobe, Merger Sub, the Company and the\nSellers are sometimes referred to herein, individually, as a \"Party,\" and\ncollectively, as the \"Parties.\"\n\n                            W I T N E S S E T H:\n\n          WHEREAS, the respective Boards of Directors of theglobe, Merger\nSub and the Company have each determined that the merger of Merger Sub with\nand into the Company (the \"Merger\") upon the terms and subject to the\nconditions set forth in this Agreement is fair to and in the best interests\nof their respective corporations and stockholders and have approved the\nMerger and this Agreement;\n\n          WHEREAS, the Boards of Directors of the Company and Merger Sub\nhave each recommended the adoption of this Agreement and the Merger to\ntheir respective stockholders in accordance with the Delaware General\nCorporation Law, as amended (the \"DGCL\");\n\n          WHEREAS, in accordance with the terms of this Agreement, holders\nof the common stock, par value $0.001 per share of the Company (the\n\"Company Common Stock\" or \"Company Shares\") will receive common stock, par\nvalue $0.001 per share of theglobe (\"theglobe Common Stock\" or \"theglobe\nShares\"); and\n\n          WHEREAS, it is intended that, for federal income tax purposes,\nthe Merger will qualify as a reorganization under Section 368 of the\nInternal Revenue Code of 1986, as amended (the \"Code\"), and the rules and\nregulations promulgated thereunder, and it is further intended that\ntheglobe Common Stock to be issued in the Merger will be issued in a\ntransaction exempt from registration under the Securities Act of 1933 (the\n\"Securities Act\") and the qualification requirements of any state \"blue\nsky\" laws.\n\n          NOW, THEREFORE, in consideration of the foregoing and the mutual\ncovenants and agreements contained in this Agreement, and intending to be\nlegally bound hereby, the Parties agree as follows:\n\n\n                                 ARTICLE I\n\n                                 THE MERGER\n\n     Section 1.1 The Merger. At the Effective Time (as defined in Section\n1.2(b)) and subject to and upon the terms and conditions of this Agreement\nand in accordance with the DGCL, Merger Sub shall be merged with and into\nthe Company and the separate corporate existence of Merger Sub shall cease.\nThe Company shall continue as the surviving corporation (sometimes referred\nto herein as the \"Surviving Corporation\") in the Merger, and as of the\nEffective Time shall be a wholly-owned subsidiary of theglobe and shall\ncontinue to be governed by the laws of the State of Delaware. The Merger\nshall have the effects specified in the DGCL.\n\n     Section 1.2 The Closing; Effective Time. (a) The closing of the Merger\n(the \"Closing\") shall take place (i) at the offices of Fried, Frank,\nHarris, Shriver &amp; Jacobson, One New York Plaza, New York, New York, 10004,\nat 10:00 A.M. local time, on the second business day following the date on\nwhich the last to be satisfied or waived of the conditions set forth in\nArticle VI (other than those conditions that by their nature are to be\nsatisfied at the Closing, but subject to the satisfaction or, where\npermitted, waiver of those conditions) shall be satisfied or waived in\naccordance with this Agreement or (ii) at such other place, time and\/or\ndate as theglobe and the Company shall agree (the date of the Closing, the\n\"Closing Date\"); provided, however, that the Parties shall use their\nreasonable best efforts to cause the Closing Date to occur on or before\nApril 6, 1999.\n\n               (b) On the Closing Date, theglobe, the Company and Merger\nSub shall cause a certificate of merger (the \"Certificate of Merger\") in\nrespect of the Merger to be properly executed and filed with the Secretary\nof State of the State of Delaware. The Merger shall become effective at\nsuch time at which the Certificate of Merger shall have been duly filed\nwith the Secretary of State of the State of Delaware or at such later time\nreflected in the Certificate of Merger as shall have been agreed by\ntheglobe and the Company in accordance with the DGCL (the time that the\nMerger becomes effective, the \"Effective Time\").\n\n     Section 1.3 Subsequent Actions. If, at any time after the Effective\nTime, the Surviving Corporation shall consider or be advised that any\ndeeds, bills of sale, assignments, assurances or any other actions or\nthings are necessary or desirable to continue, vest, perfect or confirm of\nrecord the Surviving Corporation's right, title or interest in, to or under\nany of the rights, properties, privileges, franchises or assets of either\nof the constituent corporations of the Merger, or otherwise to carry out\nthe intent of this Agreement, the officers and directors of the Surviving\nCorporation shall be authorized to execute and deliver, in the name and on\nbehalf of either of the constituent corporations of the Merger, all such\ndeeds, bills of sale, assignments and assurances and to take and do, in the\nname and on behalf of each such constituent corporation or otherwise, all\nsuch other actions and things as may be necessary or desirable to continue,\nvest, perfect or confirm of record any and all right, title and interest\nin, to and under such rights, properties, privileges, franchises or assets\nin the Surviving Corporation or otherwise to carry out the intent of this\nAgreement.\n\n     Section 1.4 Certificate of Incorporation; Bylaws; Directors and\nOfficers of the Surviving Corporation. Unless otherwise agreed by theglobe\nand the Company prior to the Closing, at the Effective Time:\n\n               (a) The certificate of incorporation of the Surviving\nCorporation shall be amended to read in its entirety as set forth in\nExhibit 1.4(a);\n\n               (b) The bylaws of Merger Sub as in effect immediately prior\nto the Effective Time shall be the bylaws of the Surviving Corporation\nuntil thereafter amended in accordance with applicable Law (as defined in\nSection 3.6(a)) and the certificate of incorporation of the Surviving\nCorporation;\n\n               (c) The officers of Merger Sub immediately prior to the\nEffective Time shall be the officers of the Surviving Corporation until\ntheir successors are elected or appointed and qualified or until their\nresignation or removal; and\n\n               (d) The directors of Merger Sub immediately prior to the\nEffective Time shall be the directors of the Surviving Corporation until\ntheir successors are elected or appointed and qualified or until their\nresignation or removal.\n\n\n                                 ARTICLE II\n\n                            MERGER CONSIDERATION\n\n     Section 2.1 Treatment of Capital Stock. The manner and basis of\nconverting the shares of Company Common Stock and shares of common stock of\nMerger Sub, by virtue of the Merger and without any action on the part of\nany Person thereof, shall be as set forth in this Article II.\n\n     Section 2.2 Conversion of Company Common Stock. (a) At the Effective\nTime, by virtue of the Merger and without any action on the part of any\nPerson, each share of Company Common Stock issued and outstanding\nimmediately prior to the Effective Time (collectively, the \"Outstanding\nShares\") other than those held in the treasury of the Company (\"Excluded\nShares\") and any Dissenting Shares (as defined in Section 2.7) and all\nrights in respect thereof, shall forthwith cease to exist and be converted\ninto the right to receive the Merger Consideration Per Share (as defined in\nSection 2.5(a)), subject to the provisions of Section 8.4.\n\n               (b) Except as otherwise provided in this Agreement,\ncommencing immediately after the Effective Time, each certificate which,\nimmediately prior to the Effective Time, represented issued and outstanding\nshares of Company Common Stock shall evidence the right to receive shares\nof theglobe Common Stock on the basis set forth in this Agreement.\n\n     Section 2.3 Cancellation of Excluded Shares. At the Effective Time,\neach Excluded Share, by virtue of the Merger and without any action on the\npart of any Person, shall be canceled and retired, and no shares of stock\nor other securities of theglobe or the Surviving Corporation shall be\nissuable, and no payment or other consideration shall be made or paid in\nrespect of such Excluded Shares.\n\n     Section 2.4 Conversion of Common Stock of Merger Sub. At the Effective\nTime, by virtue of the Merger and without any action on the part of any\nPerson, each share of common stock of Merger Sub issued and outstanding\nimmediately prior to the Effective Time, and all rights in respect thereof,\nshall forthwith cease to exist and be converted into one validly issued,\nfully paid and nonassessable share of common stock of the Surviving\nCorporation.\n\n     Section 2.5 Merger Consideration. (a) The \"Merger Consideration Per\nShare\" shall be the fraction of one share of theglobe Common Stock equal to\nthe quotient of (x) the Aggregate Consideration divided by (y) the Fully\nDiluted Company Shares (each as defined in Section 2.5(b)).\n\n               (b) For purposes of this Agreement, the following terms\nshall have the meanings set forth below:\n\n                    (i) \"Aggregate Consideration\" shall mean the number of\n     shares of theglobe Common Stock equal to the quotient of (x) divided\n     by (y), where (x) equals (A) the sum of (1) $43,000,000 plus (2) the\n     Aggregate Exercise Price less (B) the sum of (1) the Non-Permitted\n     Indebtedness Amount plus (2) the Invoiced Transaction Costs plus (3)\n     the Bonus Amounts (such amount calculated pursuant to this clause (x),\n     the \"Aggregate Dollar Consideration\"), and (y) equals the Reference\n     Share Price.\n\n                    (ii) \"Aggregate Exercise Price\" shall mean the\n     aggregate exercise price of all Options (as defined in Section\n     2.8(a)), Warrants (as defined in Section 2.8(b)) and other securities\n     convertible into or exchangeable for Company Common Stock (including\n     the Demand Notes (as defined in Section 2.5(b)(v))) (collectively,\n     \"Convertible Securities\") outstanding immediately prior to the\n     Effective Time (which shall not include Convertible Securities being\n     exercised in connection with the Merger) other than any such\n     Convertible Securities with a per share exercise price that is greater\n     than the Reference Share Price. For purposes of calculating the\n     exercise price of the Demand Notes, the Demand Notes shall be deemed\n     to have an exercise price of $0.\n\n                    (iii) \"Bonus Amounts\" shall mean the aggregate amount\n     of all obligations of the Company and the Subsidiary (as defined in\n     Section 3.4(a)) incurred in connection with bonuses and other\n     compensation arrangements arising out of the transactions contemplated\n     by this Agreement (other than amounts arising out of the employment\n     agreements referenced in Section 6.1(h) or any acceleration of the\n     vesting of any Options).\n\n                    (iv) \"Fully Diluted Company Shares\" shall mean the sum\n     of (1) the number of shares of Company Common Stock outstanding\n     immediately prior to the Effective Time (which shall include for this\n     purpose any shares issued upon exercise of any Convertible Securities\n     in connection with the Merger) plus (2) the number of shares of\n     Company Common Stock issuable upon the exercise of any Convertible\n     Securities with a per share exercise price less than the Reference\n     Share Price outstanding immediately prior to the Effective Time and\n     not being exercised in connection with the Merger. For purposes of\n     calculating the Fully Diluted Company Shares, the Demand Notes shall\n     be deemed to be convertible into a number of shares of Company Common\n     Stock based on the proportion that the total amount of Indebtedness\n     under the Demand Notes outstanding immediately prior to the Effective\n     Time bears to the Aggregate Dollar Consideration (such number of\n     shares, the \"Demand Note Company Shares\").\n\n                    (v) \"Indebtedness\" shall mean, without duplication, the\n     outstanding principal amount of, and all interest, penalties, premiums\n     and other amounts accrued in respect of, (1) all indebtedness for\n     borrowed money of the Company or the Subsidiary, whether or not\n     recourse to the Company or the Subsidiary, (2) every obligation of the\n     Company or the Subsidiary evidenced by bonds, debentures, notes or\n     other similar instruments, including, without limitation, the Demand\n     Promissory Notes listed on Exhibit 2.5(b)(v) hereto (the \"Demand\n     Notes\") and amounts owing pursuant to the Conveyance Agreement (as\n     defined in Section 2.5(b)(viii)), (3) every reimbursement obligation\n     of the Company or the Subsidiary with respect to letters of credit\n     (including standby letters of credit only to the extent drawn upon),\n     bankers' acceptances or similar facilities issued for the account of\n     the Company or the Subsidiary, (4) every obligation of the Company or\n     the Subsidiary issued or assumed as the deferred purchase price of\n     property or services (but excluding trade accounts payable or accrued\n     liabilities arising in the ordinary course of business), (5) every\n     capital lease obligation of the Company or the Subsidiary, and (6)\n     every obligation of the type referred to in clauses (1) through (5) of\n     another Person and all dividends of another Person the payment of\n     which, in either case, the Company or the Subsidiary has guaranteed or\n     for which the Company or the Subsidiary is responsible or liable,\n     directly or indirectly, jointly or severally, as obligor, guarantor or\n     otherwise.\n\n                    (vi) \"Non-Permitted Indebtedness Amount\" shall mean the\n     aggregate amount of Indebtedness as of the close of business on the\n     day immediately preceding the Closing Date, excluding all amounts\n     owing pursuant to the Conveyance Agreement, dated as of August 1,\n     1996, between Accursed Toys, Inc. and the Company (the \"Conveyance\n     Agreement\") to the extent the unpaid amounts under such Conveyance\n     Agreement are less than or equal to $5,079,737.90, and excluding all\n     amounts owing pursuant to the Demand Notes.\n\n                    (vii) \"Reference Share Price\" shall mean the average\n     closing price of theglobe Common Stock on the NASDAQ National Market\n     for the fifteen trading days immediately preceding the date of this\n     Agreement.\n\n                    (viii) \"Transaction Costs\" shall mean all fees and\n     expenses of financial, legal, accounting and other advisors retained\n     by the Company or the Subsidiary and all other out-of-pocket costs of\n     the Company or the Subsidiary incurred prior to or at the Effective\n     Time in connection with the transactions contemplated hereby; and\n     \"Invoiced Transaction Costs\" shall mean any Transaction Costs with\n     respect to which the Company or the Subsidiary has received a written\n     invoice prior to the Closing Date. The Sellers and the Company agree\n     that the Invoiced Transaction Costs shall not exceed $250,000 in the\n     aggregate.\n\n               (c) theglobe shall issue to each holder (a \"Stockholder\") of\na stock certificate which immediately prior to the Effective Time\nrepresented Outstanding Shares other than Excluded Shares or Dissenting\nShares (a \"Certificate\"), the number of shares of theglobe Common Stock\nequal to the number of shares of Company Common Stock represented by such\nCertificate multiplied by the Merger Consideration Per Share upon receipt\nby theglobe of the Certificate and a completed and duly executed letter of\ntransmittal in the form of Exhibit 2.5(c)(i) (a \"Letter of Transmittal\");\nprovided, that the number of shares issued and delivered to a Seller shall\nbe reduced by the number of Escrowed Shares allocable to such Seller.\nWithin 15 days following the Closing Date, the Company shall mail a Letter\nof Transmittal to all holders of certificates representing Company Common\nStock together with the notice of action of Stockholders by written consent\nin accordance with Section 228 of the DGCL. Each Seller has delivered an\nexecuted Accredited Investor Questionnaire in the form of Exhibit\n2.5(c)(ii) on or prior to the date hereof.\n\n               (d) The Company and the Sellers shall deliver to theglobe no\nlater than the close of business on the business day immediately preceding\nthe Closing Date a certificate (the \"Closing Certificate\") setting forth\n(i) the Aggregate Consideration, (ii) the Merger Consideration Per Share,\n(iii) the number of Outstanding Shares, (iv) the total number of shares of\nCompany Common Stock issuable upon the exercise of any Convertible\nSecurities and the per share exercise price of each such Convertible\nSecurity, (v) the Aggregate Exercise Price, (vi) the Non-Permitted\nIndebtedness Amount, (vii) the Bonus Amounts, (viii) the number of Demand\nNote Company Shares and (ix) the Invoiced Transaction Costs, in each case\ntogether with reasonable backup thereto.\n\n     Section 2.6 Cash in Lieu of Fractional Shares. Notwithstanding\nanything in this Agreement to the contrary, no certificates or scrip\nevidencing fractional shares of theglobe Common Stock shall be issued upon\nthe surrender for exchange of Certificates, and such fractional share\ninterests will not entitle the owner thereof to vote or to any rights of a\nstockholder of theglobe. In lieu of any such fractional shares, each holder\nof Company Shares upon surrender of a Certificate for exchange pursuant to\nthis Article II shall be paid an amount in cash (without interest), rounded\nto the nearest cent, determined by multiplying (x) the Reference Share\nPrice by (y) the fractional interest to which such holder would otherwise\nbe entitled (after taking into account all Certificates held by such\nholder). Any payment received by a holder of Company Shares with respect to\nfractional share interests is merely intended to provide a mechanical\nrounding off of, and is not separately bargained for, consideration.\n\n     Section 2.7 Dissenter's Rights. Notwithstanding any provision of this\nAgreement to the contrary, any shares of Company Common Stock that are\nissued and outstanding immediately prior to the Effective Time and which\nare held by a holder who has not voted such shares in favor of the Merger\nnor consented thereto in writing and who shall have delivered a written\ndemand for appraisal of such shares in the manner provided by the DGCL and\nwho, as of the Effective Time, shall not have effectively withdrawn or lost\nsuch right to appraisal (\"Dissenting Shares\") shall be entitled to such\nrights (but only such rights) as are granted by Section 262 of the DGCL.\nEach holder of Dissenting Shares who becomes entitled to payment for such\nDissenting Shares pursuant to Section 262 of the DGCL shall receive payment\ntherefor from the Surviving Corporation in accordance with the DGCL;\nprovided, however, that (i) if any such holder of Dissenting Shares shall\nhave failed to establish his entitlement to appraisal rights as provided in\nSection 262 of the DGCL, (ii) if any such holder of Dissenting Shares shall\nhave effectively withdrawn his demand for appraisal of such shares or lost\nhis right to appraisal and payment for his Shares under Section 262 of DGCL\nor (iii) if neither any holder of Dissenting Shares nor the Surviving\nCorporation shall have filed a petition demanding a determination of the\nvalue of all Dissenting Shares within the time provided in Section 262 of\nthe DGCL, such holder shall forfeit the right to appraisal of such\nDissenting Shares and each such Dissenting Share shall be converted and\nexchanged in accordance with Section 2.2. The Company shall give theglobe\n(i) prompt notice of any written demands for appraisal of any shares of\nCompany Common Stock, withdrawals of such demands, and any other\ninstruments served pursuant to the DGCL and received by the Company which\nrelate to any such demand for appraisal; and (ii) the opportunity to\nparticipate in all negotiations and proceedings which take place prior to\nthe Effective Time with respect to any demands for appraisal. The Company\nshall not, except with the prior written consent of theglobe, voluntarily\nmake any payment with respect to any demands for appraisal of Company\nCommon Stock or offer to settle or settle any such demands.\n\n     Section 2.8 Option and Warrant Rollovers. (a) Each option, whether\nvested or not vested, exercisable for shares of Company Common Stock (an\n\"Option\") outstanding at the Effective Time shall, at the Effective Time,\nbe assumed by theglobe and shall thereafter constitute an option to\nacquire, on the same terms and conditions as were applicable under such\nassumed Option immediately prior to the Effective Time, a number of shares\nof theglobe Common Stock equal to the product of the Merger Consideration\nPer Share multiplied by the number of shares of Company Common Stock\nsubject to such Option immediately prior to the Effective Time, with an\nexercise price per share of theglobe Common Stock (rounded up to the\nnearest $.001) equal to the aggregate exercise price for the shares of\nCompany Common Stock subject to such Option immediately prior to the\nEffective Time divided by the number of full shares of theglobe Common\nStock purchasable pursuant to such Option immediately following the\nEffective Time; provided, however, that the number of shares of theglobe\nCommon Stock that may be purchased upon exercise of such Option shall not\ninclude any fractional shares and, upon the last such exercise of such\nOption, theglobe shall pay to the holder thereof an amount of cash equal to\nsuch fraction multiplied by the Reference Share Price. theglobe shall\nassume the obligations of the Company under the Company's 1996 Stock Option\nPlan and shall comply with the terms thereof.\n\n               (b) Each warrant, whether vested or not vested, exercisable\nfor shares of Company Common Stock (a \"Warrant\") outstanding at the\nEffective Time shall, at the Effective Time, be assumed by theglobe and\nshall thereafter constitute a warrant to acquire, on the same terms and\nconditions as were applicable under such assumed Warrant immediately prior\nto the Effective Time, a number of shares of theglobe Common Stock equal to\nthe product of the Merger Consideration Per Share multiplied by the number\nof shares of Company Common Stock subject to such Warrant immediately prior\nto the Effective Time, with an exercise price per share (rounded up to the\nnearest $.001) equal to the aggregate exercise price for the shares of\nCompany Common Stock subject to such Warrant immediately prior to the\nEffective Time divided by the number of full shares of theglobe Common\nStock purchasable pursuant to such Warrant immediately following the\nEffective Time; provided, however, that the number of shares of theglobe\nCommon Stock that may be purchased upon exercise of such Warrant shall not\ninclude any fractional shares and, upon the last such exercise of such\nWarrant, theglobe shall pay to the holder thereof an amount of cash equal\nto such fraction multiplied by the Reference Share Price.\n\n     Section 2.9 Closing of Transfer Books. From and after the Effective\nTime, the stock transfer books of the Company shall be closed and no\ntransfer of Company Common Stock shall thereafter be made.\n\n     Section 2.10 Restructuring. Notwithstanding anything in this Agreement\nto the contrary, theglobe may, in its sole discretion, restructure the\nMerger so as to substitute theglobe or any wholly-owned subsidiary of\ntheglobe for Merger Sub as one of the constituent corporations in the\nMerger and so that the Company shall merge with theglobe or such other\nwholly-owned subsidiary, with theglobe, the Company or such other\nwholly-owned subsidiary continuing as the surviving corporation in the\nMerger; provided, however, that no such change shall change the amount or\nkind of consideration to be issued to holders of shares of Company Common\nStock as provided for in this Agreement. In the event of such\nrestructuring, the Parties shall promptly enter into any amendment to this\nAgreement necessary or desirable to provide for such restructuring and in\nconnection therewith the Company and the Sellers shall reasonably cooperate\nwith theglobe by providing such customary representations as shall be\nrequested by theglobe supporting the qualification of such restructuring as\na reorganization under Section 368 of the Code.\n\n     Section 2.11 Distributions With Respect to Unexchanged Shares. No\ndividends or other distributions declared or made after the date of this\nAgreement with respect to theglobe Common Stock with a record date after\nthe Effective Time will be paid to the holder of any unsurrendered\nCertificate with respect to the shares of theglobe Common Stock represented\nthereby until the holder of record of such Certificate shall surrender such\nCertificate. Subject to applicable Law, following surrender of any such\nCertificate, there shall be paid to the record holder of the Certificates\nrepresenting whole shares of theglobe Common Stock issued in exchange\ntherefor, without interest, at the time of such surrender, the amount of\nany such dividends or other distributions with a record date after the\nEffective Time payable with respect to such whole shares of theglobe Common\nStock.\n\n     Section 2.12 Transfers of Ownership. If any certificate for shares of\ntheglobe Common Stock is to be issued in a name other than that in which\nthe Certificate surrendered in exchange therefor is registered, it will be\na condition of the issuance thereof that the Certificate so surrendered\nwill be properly endorsed and otherwise in proper form for transfer and\nthat the Person (as defined in Section 9.3(a)) requesting such exchange\nwill have paid to theglobe or any agent designated by it any transfer or\nother taxes required by reason of the issuance of a certificate for shares\nof theglobe Common Stock in any name other than that of the registered\nholder of the Certificate surrendered or established to the satisfaction of\ntheglobe or any agent designated by it that such tax has been paid or is\nnot payable.\n\n     Section 2.13 No Liability. Notwithstanding anything to the contrary in\nthis Agreement, none of theglobe, the Surviving Corporation or any other\nParty shall be liable to a holder of shares of theglobe Common Stock or\nCompany Common Stock for any amount properly paid to a public official\npursuant to any applicable abandoned property, escheat or similar law.\n\n     Section 2.14 Lost, Stolen or Destroyed Certificates. In the event any\nCertificates evidencing shares of Company Common Stock shall have been\nlost, stolen or destroyed, theglobe shall issue in exchange for such lost,\nstolen or destroyed Certificates, upon the making of an affidavit of that\nfact by the holder thereof, the appropriate number of shares of theglobe\nCommon Stock and the appropriate amount of cash in lieu of fractional\nshares, if any, as may be required pursuant to Section 2.6; provided, that\ntheglobe may, in its discretion and as a condition precedent to the\nissuance thereof, require the owner of such lost, stolen or destroyed\nCertificates to indemnify theglobe (including through the posting of a\nbond) against any loss or cost incurred by or claim that may be made\nagainst theglobe or the Surviving Corporation with respect to the\nCertificates alleged to have been lost, stolen or destroyed.\n\n     Section 2.15 Restricted Securities. The shares of theglobe Common\nStock issued in connection with the Merger will be \"restricted securities\"\nunder the Securities Act and Rule 144 promulgated thereunder and may only\nbe sold or otherwise transferred pursuant to an effective registration\nstatement under the Securities Act or an exemption from the registration\nrequirements of the Securities Act. It is understood that the certificates\nevidencing the shares of theglobe Common Stock issued in connection with\nthe Merger will bear one or both of the following legends:\n\n               (a) \"These securities have not been registered under the\nSecurities Act of 1933, as amended. They may not be sold, offered for sale,\npledged or hypothecated in the absence of a registration statement in\neffect with respect to the securities under such Act or an opinion of\ncounsel satisfactory to the Company that such registration is not required\nor unless sold pursuant to Rule 144 of such Act.\"\n\n               (b) Any legend required by applicable state Law.\n\n               (c) Any legend required by Regulation S promulgated under\nthe Securities Act (\"Regulation S\").\n\n     Section 2.16 Registration Rights. Holders of theglobe Common Stock\nissued pursuant to this Agreement (including Persons to whom shares of\ntheglobe Common Stock may be issuable pursuant to Section 2.8(b) upon the\nexercise of Warrants and pursuant to Section 5.17 upon conversion of the\nDemand Notes) shall, as of the Effective Time, be entitled to certain\nregistration rights with respect to such shares as provided in the\nRegistration Rights Agreement to be executed and delivered by theglobe at\nthe Closing (the \"Registration Rights Agreement\") the form of which is set\nforth in Exhibit 2.16 hereto, upon execution of the Registration Rights\nAgreement by such holders.\n\n\n                                ARTICLE III\n\n                     REPRESENTATIONS AND WARRANTIES OF\n                        THE COMPANY AND THE SELLERS\n\n          The Company and each of the Sellers each hereby jointly and\nseverally represents and warrants to theglobe and Merger Sub as of the date\nof this Agreement and as of the Closing Date as follows:\n\n     Section 3.1 Organization. The Company is a corporation duly organized,\nvalidly existing and in good standing under the laws of the State of\nDelaware and has the requisite corporate power and authority to carry on\nits business as it is now being conducted. The Company is duly qualified\nand licensed as a foreign corporation to do business, and is in good\nstanding (and has paid all relevant franchise or analogous taxes), in each\njurisdiction where the character of its assets owned or held under lease or\nthe nature of its business makes such qualification necessary, except where\nthe failure to be so qualified and in good standing would not, individually\nor in the aggregate, be material. The minute books (containing the records\nof meetings of stockholders, the Board of Directors, and any committees of\nthe Board of Directors), the stock record and certificate books of the\nCompany contain true, complete and accurate records of all corporate\nactions taken at any such meetings and other corporate governance matters,\nthe stock ownership of the Company and the transfer of the shares of its\ncapital stock since the date of inception of the Company. Schedule 3.1\nlists each of the directors and officers of the Company.\n\n     Section 3.2 Authority. Each of the Sellers and the Company has the\nrequisite right, power and authority (and, in the case of the Sellers that\nare natural persons, legal capacity) to enter into this Agreement and any\nAncillary Documents to which it is a party and to carry out its obligations\nhereunder and thereunder. This Agreement has been, and each of the\nAncillary Documents to which it is a party has been or will be, duly and\nvalidly executed and delivered by each of the Sellers and the Company and\nconstitutes, and each of the Ancillary Documents to which it is a party\nconstitutes, or will upon execution and delivery constitute, a valid and\nbinding obligation of such Person, enforceable against such Person in\naccordance with its terms, except as such enforceability may be limited by\napplicable bankruptcy, insolvency, moratorium or other similar laws\naffecting creditors rights generally or by general principles of equity.\nAll proceedings or other actions on the part of the Company and each Seller\nnecessary to authorize this Agreement or any of the Ancillary Documents to\nwhich it is a party and the transactions contemplated hereby or thereby\nhave been taken. Each Seller is an \"accredited\" investor as defined in Rule\n501 of the rules and regulations promulgated under the Securities Act.\n\n     Section 3.3 Capitalization; Title to Shares. The authorized capital\nstock of the Company consists of 20,000,000 shares of Company Common Stock,\nof which 13,114,457 shares are issued and outstanding, and 5,000 shares of\nPreferred Stock, of which no shares are issued and outstanding. The full\nname and address of each Stockholder, and the number of shares of Company\nCommon Stock owned by such Stockholder, is set forth on Schedule 3.3. All\nthe issued and outstanding shares of Company Common Stock are validly\nissued, fully paid and nonassessable and those shares of Company Common\nStock held by the Sellers are owned free and clear of any lien, pledge,\ncharge, assessment, security interest, mortgage, claim, option, easement,\nimperfection of title, tenancy or other legal or equitable right of others,\nor other encumbrance of any character whatsoever (including, without\nlimitation, right of first refusal) (each an \"Encumbrance\"). Except as set\nforth on Schedule 3.3, there are no shares of capital stock of the Company\nauthorized, issued or outstanding, and there are no outstanding Options,\nWarrants, or other Convertible Securities, subscriptions, rights\n(including, without limitation, preemptive rights), stock-based or\nstock-related awards or other contracts, agreements or arrangements (or\nCommitments (as defined in Section 3.8(a)) with respect to issuance or\ngrant of any of the foregoing) to which the Company or any of the Sellers\nis a party or by which the Company or any of the Sellers may be bound of\nany character relating, or obligating the Company or the Sellers, to issue,\ngrant, award, transfer or sell, or based on the value of, any issued or\nunissued shares of Company's capital stock or other securities of the\nCompany. Except as set forth on Schedule 3.3, there are no voting trusts,\nproxies or other agreements or understandings to which the Company or any\nof the Sellers is a party with respect to the voting of capital stock of\nthe Company. Each Stockholder that is an officer or director of the Company\nor of the Subsidiary, and each Stockholder that holds 10% or more of the\nissued and outstanding shares of Company Common Stock as of the date hereof\nor as of the Closing Date, is a Seller.\n\n     Section 3.4 Subsidiaries. (a) The Company does not own, directly or\nindirectly, any equity or other ownership interest in any Person other than\nKaleidoscope Networks Limited, a company registered in England and Wales\n#30573775 (the \"Subsidiary\"). Except as set forth on Schedule 3.4(a),\nneither the Company nor the Subsidiary is a party to any Commitment to\npurchase or provide funds to or make any investment (in the form of a loan,\ncapital contribution or otherwise) in any Person.\n\n               (b) The authorized capital stock of the Subsidiary consists\nof 1,000 shares of common stock, one pound sterling per share, of the\nSubsidiary, of which 200 shares are issued and outstanding. All such issued\nand outstanding shares are owned by the Company and are duly authorized and\nvalidly issued and are fully paid or credited as fully paid, free and clear\nof all Encumbrances. There are no outstanding options, warrants, or other\nconvertible or exchangeable securities, subscriptions, rights (including,\nwithout limitation, preemptive rights), stock-based or stock-related awards\nor other contracts, agreements or arrangements (or Commitments with respect\nto issuance of any of the foregoing) to which the Subsidiary is a party or\nby which the Subsidiary may be bound of any character relating, or\nobligating the Subsidiary, to issue, grant, award, transfer or sell, or\nbased on the value of, any issued or unissued shares of the Subsidiary's\ncapital stock.\n\n               (c) The Subsidiary is duly organized, validly existing and\nin good standing under the laws of England and Wales and has the requisite\ncorporate power and authority to carry on its business as it is now being\nconducted. The Subsidiary is duly qualified and licensed as a foreign\ncorporation to do business, and is in good standing (and has paid all\nrelevant franchise or analogous taxes), in each jurisdiction where the\ncharacter of its assets owned or held under lease or the nature of its\nbusiness makes such qualification necessary, except where the failure to be\nso qualified and in good standing would not, individually or in the\naggregate, be material.\n\n     Section 3.5 Financial Statements. (a) Schedule 3.5 sets forth (1) the\nunaudited consolidated balance sheet of the Company and the Subsidiary as\nof December 31, 1998 (the \"1998 Balance Sheet\"), and the related\nconsolidated statement of operations, of changes in stockholders' equity\n(deficit) and of cash flows for the 12-month period then ended, including\nthe notes thereto, and (2) the audited consolidated balance sheets of the\nCompany and the Subsidiary as of December 31, 1997 and December 31, 1996\nand the related consolidated statements of operations, of changes in\nstockholders' equity (deficit) and of cash flows for the 12-month periods\nthen ended, including the notes thereto (the financial statements referred\nto in clauses (1) and (2) collectively, the \"Financial Statements\"). The\nFinancial Statements as of and for the period ended December 31, 1998 are\nreferred to herein as the \"1998 Financial Statements.\" The Financial\nStatements (i) are in accordance with the books and records of the Company\nand the Subsidiary, (ii) fairly present the financial position, results of\noperations and cash flows of the Company and the Subsidiary taken as a\nwhole in all material respects as of the respective dates and for the\nrespective periods referred to therein and (iii) were prepared in\naccordance with generally accepted United States accounting principles\n(\"GAAP\"), in effect on the date hereof, applied on a basis consistent with\nthat of prior years or periods. The books of account and other financial\nand corporate records of the Company and the Subsidiary are complete and\ncorrect in all material respects.\n\n               (b) All of the Company's and the Subsidiary's inventory\nreflected on the 1998 Balance Sheet (the \"Inventory\") is (or was prior to\nthe sale thereof) substantially suitable, usable, or (in the case of work\nin process and finished goods) salable at market prices in the ordinary\ncourse of business and have been valued at the lower of cost (on a FIFO\nbasis) or market, in accordance with GAAP. The quantity of the Company's\nand the Subsidiary's Inventory on hand at the Closing Date will be at\nlevels substantially consistent with the requirements of then outstanding\nsales Commitments or current sales projections of the Company and the\nSubsidiary.\n\n               (c) All accounts and notes receivable reflected on the 1998\nBalance Sheet and those accounts and notes receivable of the Company and\nthe Subsidiary acquired or created after the date of the 1998 Balance Sheet\nthrough the Closing Date (collectively, the \"Receivables\"), (i) were, are\nand shall be bona fide accounts receivable created in the ordinary and\nusual course of business in connection with bona fide transactions and\nconsistent with past practice and (ii) have been collected in full or will\nbe collectible at their face amounts, except to the extent of the allowance\nfor doubtful accounts reflected on the 1998 Balance Sheet.\n\n     Section 3.6 Compliance with Laws; Permits. (a) Except as set forth on\nSchedule 3.6(a), each of the Company and the Subsidiary has complied at all\ntimes since inception and presently is in compliance with all foreign and\ndomestic (federal, state and local) laws, statutes, ordinances, rules,\nregulations and bodies of law, including, without limitation, Environmental\nLaws (as defined in Section 3.6(b)(ii)) (collectively, \"Laws\") and Orders\n(as defined in Section 3.7(a)) in all material respects. Except as set\nforth on Schedule 3.6(a), since the earlier of the Company's inception and\nthe Subsidiary's inception, none of the Company, the Subsidiary nor any\nSeller is aware of, nor have any of them received, any notice of any\nalleged material failure to comply with any Law. A complete and correct\nlist of each material license, permit, consent, registration, certificate,\nfranchise, approval, order or other authorization of any Governmental\nEntity (as defined in Section 3.7 (a)) (each, a \"Permit\") held by the\nCompany or the Subsidiary is set forth on Schedule 3.6(a). Except as set\nforth on Schedule 3.6(a), the Company and the Subsidiary have all Permits\nrequired for the conduct of its business. All of the Company's and the\nSubsidiary's Permits are valid and in full force and effect, and the\nCompany and the Subsidiary have duly performed and are in compliance with\nall of their obligations under such Permits. No event (including without\nlimitation the execution, delivery and performance of this Agreement and\nthe consummation of the Merger) has occurred with respect to such Permits\nwhich allows, or after notice or lapse of time or both would allow, the\nsuspension, limitation, revocation, non-renewal or termination thereof or\nwould result in any other material impairment of the rights of the Company\nin and under any of such Permits, and no terminations thereof or\nproceedings to suspend, limit, revoke or terminate any Permit have been\nthreatened.\n\n               (b) (i) None of the Company, the Subsidiary or any Seller\nhas received any notices, directives, violation reports, actions or claims\nor other communications from or by any foreign, federal, state or local\ngovernmental agency or any other Person concerning the Company or the\nSubsidiary or any of their predecessors and any Environmental Laws (as\ndefined in Section 3.6(b)(ii)), including, without limitation, requests to\nperform any investigatory or remedial activity, or alleging that, in\nconnection with Hazardous Materials (as defined in Section 3.6(b)(ii)),\nconditions at any real properties owned or leased by the Company or the\nSubsidiary or their predecessors have resulted in or caused or threatened\nto result in or cause injury or death to any Person or damage to any\nproperty, including, without limitation, damage to natural resources, and,\nto the knowledge of the Company and the Sellers, no such notices,\ndirectives, violation reports, actions, claims, assessments or allegations\nexist; (ii) neither the Company nor the Subsidiary currently leases,\noperates or owns any real properties that are listed or, to the knowledge\nof the Company or any Seller, are threatened to be listed on a \"Superfund\"\nlist or with respect to which there is any pending proceeding or\ninvestigation under any Environmental Law and, to the knowledge of the\nCompany and the Sellers, no such proceeding or investigation is threatened;\n(iii) throughout the period of operation of any real properties by the\nCompany and the Subsidiary, the Company and the Subsidiary have operated\nand continue to operate such real properties in material compliance with\nall Environmental Laws; (iv) to the knowledge of the Company and the\nSellers, no underground or above-ground storage tanks either are, or have\nbeen, located at, on, under, about, or within any of such real properties;\n(v) there has been no spill, discharge, release, contamination or cleanup\nby the Company or the Subsidiary of any Hazardous Materials used,\ngenerated, treated, stored, disposed of or handled by the Company or the\nSubsidiary at such real properties in a manner which would give rise to any\nLiability under any Environmental Laws and, to the knowledge of the Company\nand the Sellers, no spill, discharge or release or contamination or cleanup\nby the Company or the Subsidiary of any Hazardous Materials has occurred on\nor to such real properties by any third party in a manner which would give\nrise to any Liability under any Environmental Laws; (vi) neither the\nCompany nor the Subsidiary have used, generated, treated, stored, disposed\nof, handled, transported or released any Hazardous Material in a manner\nwhich would give rise to any Liability under any Environmental Laws; (vii)\nto the knowledge of the Company and the Sellers, there are no facts,\nevents, or conditions (including, without limitation, the generation,\ntreatment, transport, storage, emission, disposal, release or other\nplacement, deposit or location of any substance) which interfere with or\nprevent continued compliance by the Company and the Subsidiary with, or\ngive rise to any present or potential Liability (including with respect to\npast activities) under, any Environmental Laws; and (viii) the Company and\nthe Subsidiary have obtained, are in compliance with, and have made all\nappropriate filings for issuance or renewal of, all applicable Permits\nwhich are required to be obtained under all applicable Environmental Laws,\nincluding, without limitation, those regulating emissions, discharges, or\nreleases of Hazardous Materials, and all such Permits are in full force and\neffect.\n\n                    (ii) For the purposes of this Agreement, the term\n\"Environmental Laws\" shall mean, without limitation, the Comprehensive\nEnvironmental Response, Compensation and Liability Act, 42 U.S.C. ss.ss.\n9601 et seq., the Emergency Planning and Community Right-to-Know Act of\n1986, 42 U.S.C. ss.ss. 11001 et seq., the Resource Conservation and\nRecovery Act, 42 U.S.C. ss.ss. 6901 et seq., the Toxic Substances Control\nAct, 15 U.S.C. ss.ss. 2601 et seq., the Federal Insecticide, Fungicide, and\nRodenticide Act, 7 U.S.C. ss.ss. 136 et seq., the Clean Air Act, 42 U.S.C.\nss.ss. 7401 et seq., the Clean Water Act (Federal Water Pollution Control\nAct), 33 U.S.C. ss.ss. 1251 et seq., the Safe Drinking Water Act, 42 U.S.C.\nss.ss. 300f et seq., the Occupational Safety and Health Act, 29 U.S.C.\nss.ss. 641, et seq., the Hazardous Materials Transportation Act, 49 U.S.C.\nss.ss. 1801, et seq., as any of the above statutes have been or may be\namended from time to time, all rules and regulations promulgated pursuant\nto any of the above statutes, and any other foreign, federal, state or\nlocal law, statute, ordinance, rule or regulation governing Environmental\nMatters, as the same have been or may be amended from time to time,\nincluding any common law cause of action (including, without limitation,\nnuisance and trespass causes of action) providing any right or remedy\nrelating to Environmental Matters, all indemnity agreements and other\ncontractual obligations (including without limitation leases, asset\npurchase agreements and merger agreements) relating to Environmental\nMatters, and all applicable judicial and administrative decisions and\nOrders relating to Environmental Matters; the term \"Hazardous Materials\"\nshall mean any pollutants, contaminants, substances, materials, wastes,\nconstituents, compounds, chemicals, natural or man-made elements or forces\n(including, without limitation, petroleum or any by-products or fractions\nthereof, any form of natural gas, lead, asbestos or asbestos-containing\nmaterials, building construction materials and debris, polychlorinated\nbiphenyls (\"PCBs\") or PCB-containing equipment, radon and other radioactive\nelements, electromagnetic field and other types of radiation, sonic forces,\ninfectious, carcinogenic, mutagenic, or etiologic agents, pesticides,\ndefoliants, explosives, flammables, corrosives and urea formaldehyde foam\ninsulation) that are regulated by, or may now or in the future form the\nbasis of Liability under, any Environmental Laws; and the term\n\"Environmental Matters\" shall mean any matter arising out of, relating to,\nor resulting from pollution, contamination, protection of the environment,\nhuman health or safety, or health or safety of employees, and any matter\nrelating to emissions, discharges, disseminations, releases or threatened\nreleases of Hazardous Materials into the air (indoor or outdoor), surface\nwater, groundwater, soil, buildings, facilities, real or personal property\nor fixtures, or otherwise arising out of, relating to, or resulting from\nthe manufacture, processing, distribution, use, treatment, storage,\ndisposal, transport, handling, release or threatened release of Hazardous\nMaterials.\n\n     Section 3.7 Consents; No Violations. (a) Except as set forth on\nSchedule 3.7(a), neither the execution, delivery or performance of this\nAgreement or the Ancillary Documents by the Company or the Sellers nor the\nconsummation of the transactions contemplated hereby or thereby will (i)\nconflict with, or result in a breach or a violation of, any provision of\nthe Certificate of Incorporation, as amended, or the Amended and Restated\nBy-laws or the other organizational documents of the Company or the\nMemorandum and Articles of Association or other organizational documents of\nthe Subsidiary; (ii) constitute, with or without notice or the passage of\ntime or both, a breach, violation or default, create an Encumbrance, or\ngive rise to any right of termination, modification, cancellation,\nprepayment, suspension, limitation, revocation or acceleration, under (x)\nany Law, (y) any judgment, order, injunction, ruling, decree, stipulation\nor award of any Governmental Entity or private arbitration panel (each, an\n\"Order\") to which the Company, the Subsidiary or any Seller is subject or\nby which the Company, the Subsidiary or any Seller or any of their\nrespective properties is bound or (z) any Permit or Commitment of any\nSeller, the Subsidiary or the Company, or to which they or any of them or\nany of their, his or its properties is subject; (iii) require any consent,\napproval or authorization of, notification to, filing with, or exemption or\nwaiver by, any governmental or regulatory authority, agency, court,\ncommission, body or other governmental entity (each, a \"Governmental\nEntity\") or third party; or (iv) create any Encumbrance upon any of the\nassets or properties of the Company or the Subsidiary.\n\n               (b) The Company is its own \"ultimate parent entity\" as\ndefined in the rules promulgated by the Federal Trade Commission to\nimplement the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as\namended (the \"HSR Act Rules\"), and the Company does not (together with all\nentities it controls as determined in accordance with the HSR Act Rules\n(including, without limitation, the Subsidiary)) have annual net sales or\ntotal assets equal to or greater than $10,000,000, as calculated in\naccordance with the HSR Act Rules.\n\n     Section 3.8 Commitments. (a) Schedule 3.8(a) sets forth a true and\ncomplete list of contracts, agreements, understandings, arrangements or\ncommitments of any nature whatsoever, whether written or oral, including\nall amendments thereof and supplements thereto (\"Commitments\") of the\nfollowing types to which (i) the Company or the Subsidiary is a party or\n(ii) any Seller is a party in connection with the business or operations of\nthe Company or the Subsidiary, or, in either case, by or to which the\nCompany or the Subsidiary or any of their properties may be bound or\nsubject:\n\n                    (i) Commitments for the sale of any real or personal\n     (tangible or intangible) properties other than in the ordinary course\n     of business, or for the grant of any option or preferential rights to\n     purchase any such properties;\n\n                    (ii) Commitments for the construction, modification or\n     repair of any building, structure or facility or for the incurrence of\n     any capital expenditures or for the acquisition of fixed assets,\n     providing for payments in excess of $10,000 in the aggregate;\n\n                    (iii) Commitments relating to the acquisition by the\n     Company or the Subsidiary of any operating business or the capital\n     stock of any other Person that has not been consummated or that has\n     been consummated but contains representations, covenants, guaranties,\n     indemnities or other obligations that remain in effect;\n\n                    (iv) Commitments relating to any Litigation (as defined\n     in Section 3.15);\n\n                    (v) Commitments relating to the lending or borrowing of\n     money, including loan agreements, guarantees of any debt, obligation\n     or other Liability of any Person, performance bonds, letters of\n     credit, bankers acceptances and similar instruments or arrangements,\n     and Commitments otherwise relating to Indebtedness;\n\n                    (vi) Commitments under which the Company or the\n     Subsidiary agrees to indemnify any Person;\n\n                    (vii) Commitments containing covenants of the Company\n     or the Subsidiary or any successor thereto or any Employee (as defined\n     in Section 3.20(k)(ii)) not to compete, do business in any line of\n     business or in any geographical area or with any Person, or to\n     disclose certain information, or covenants of any other Person not to\n     compete with the Company or the Subsidiary in any line of business or\n     in any geographical area or disclose information concerning the\n     Company or the Subsidiary;\n\n                    (viii) Commitments pursuant to which the Company or the\n     Subsidiary leases, subleases, licenses or otherwise has the right to\n     use any real or personal property;\n\n                    (ix) Commitments in respect of licenses or other\n     Commitments relating to Intellectual Property (as defined in Section\n     3.16(a)) and Commitments relating to retailer relationships,\n     e-commerce relationships and advertising arrangements;\n\n                    (x) Commitments in respect of any joint venture,\n     partnership or other similar arrangement (including, without\n     limitation, any joint development agreement);\n\n                    (xi) Commitments with any Governmental Entity;\n\n                    (xii) Commitments relating to general or special powers\n     of attorney (whether as grantor or grantee);\n\n                    (xiii) Commitments with any Employee or consultant\n     relating to (A) non-disclosure, confidentiality, assignment of\n     inventions, proprietary rights or non-competition agreements and (B)\n     severance, bonus or similar arrangements that become operative in\n     connection with or following the Merger or otherwise;\n\n                    (xiv) Commitments (other than those specified in any of\n     clauses (i) through (xiii) of this clause (a)) which relate to or\n     affect the business, operations or any of the assets or properties of\n     the Company or the Subsidiary in any way, except those (A) which are\n     specifically not required to be scheduled pursuant to the provisions\n     of any of clauses (i) through (xiii) of this paragraph (a), (B) which\n     are cancellable by the Company or the Subsidiary on 90 days' or less\n     notice without any penalty or other financial obligation and which\n     involve payments of less than $10,000 in such 90 day period, or (C)\n     which involve annual aggregate payments of $10,000 or less; and, in\n     the case of each of clauses (A), (B) and (C) above, are not material;\n     and\n\n                    (xv) Commitments currently in negotiation by the\n     Company or the Subsidiary of a type which if entered into would be\n     required to be listed on Schedule 3.8(a) or to be disclosed on any\n     other Schedule hereto.\n\n               (b) True and complete copies of all Commitments listed on\nSchedule 3.8(a) have been delivered to theglobe. Except as set forth on\nSchedule 3.8(b), all of the Commitments referred to in the preceding\nparagraph (a) are valid, binding, in full force and effect and enforceable\nin accordance with their terms against the Company, the Subsidiary or the\napplicable Sellers (as the case may be), and, to the knowledge of the\nCompany and the Sellers, against the respective counterparties to such\nCommitments. Complete copies (or, if oral, full written descriptions) of\nall Commitments required to be so listed, including all amendments thereto,\nand complete copies of all standard form Commitments used by the Company or\nthe Subsidiary in the conduct of their businesses, have been delivered to\ntheglobe. Except as set forth on Schedule 3.8(b), (i) there is no breach,\nviolation or default and no event which, with notice or lapse of time or\nboth, would constitute a breach, violation or default, or give rise to any\nEncumbrance or right of termination, modification, cancellation,\nprepayment, suspension, limitation, revocation or acceleration, under any\nCommitment listed or required to be listed on Schedule 3.8(a) and (ii) none\nof the Company, the Subsidiary or, to the knowledge of the Company and the\nSellers, any other party to any of the Commitments listed on Schedule\n3.8(a) is in material arrears in respect of the performance or satisfaction\nof the terms and conditions on its part to be performed or satisfied under\nany of such Commitments and no waiver or indulgence has been granted by any\nof the parties thereto.\n\n     Section 3.9 Absence of Undisclosed Liabilities. Except as set forth on\nSchedule 3.9 or incurred in connection with the transactions contemplated\nhereby, neither the Company nor the Subsidiary has any debts, liabilities\nor obligations (absolute, accrued, contingent or otherwise) matured or\nunmatured (\"Liabilities\") other than (a) Liabilities which are adequately\nreflected, or fully accrued or provided for in the 1998 Financial\nStatements or (b) Liabilities arising since December 31, 1998 in the\nordinary course of business consistent (in amount and kind) with past\npractice which are not, individually or in the aggregate, material.\n\n     Section 3.10 Absence of Certain Changes. Except as set forth on\nSchedule 3.10, since December 31, 1998: (i) the respective businesses of\nthe Company and the Subsidiary have been conducted in the ordinary course\nof business consistent with past practice, and (ii) neither the Company nor\nthe Subsidiary has (a) suffered any change, event or development or series\nof changes, events or developments which individually or in the aggregate\nhas had or could reasonably be expected to have a material adverse effect\non the business, financial condition, operations, results of operations or\nprospects of the Company and the Subsidiary taken as a whole; (b) suffered\nany damage, destruction or casualty loss to its physical properties\n(whether or not covered by insurance) which individually or in the\naggregate has been or could reasonably be expected to be material; (c) been\nthe subject of any threatened or commenced investigation by a Governmental\nEntity or Litigation; (d) except for fair consideration, in the ordinary\ncourse of business and consistent with past practice, canceled or\ncompromised any debts or waived or permitted to lapse any claims or rights\nor sold, transferred or otherwise disposed of any of its properties or\nassets; (e) made or committed to make any capital expenditure or commitment\nindividually in excess of $10,000 or in the aggregate in excess of $50,000;\n(f) made any change in any method of accounting or accounting practice; (g)\nincreased any salaries, wages or employee benefits, paid any bonuses, or\notherwise increased the compensation of any of its officers, directors,\nEmployees or consultants, other than in the ordinary course of business and\nconsistent with past practice; (h) declared, set aside or paid any\ndividends or made other distributions to any holder of its capital stock or\nother securities or redeemed or otherwise acquired any shares of its\ncapital stock or other equity securities or issued or sold any additional\nshares of the capital stock of, or any other equity interests in, the\nCompany or the Subsidiary, or securities convertible into or exchangeable\nfor such shares or equity interests; (i) made any loan to or engaged in any\nother transaction with any officer, director, Employee, consultant or\nshareholder, other than advances to such persons in the ordinary course of\nbusiness in connection with travel and other business-related expenses; or\n(j) agreed to take any action referred to in this Section 3.10(ii).\n\n     Section 3.11 Brokers and Finders; Fees. None of the Company, the\nSubsidiary or the Sellers has employed any broker or finder or incurred any\nLiability for any brokerage fees, commissions or finders' fees in\nconnection with the transactions contemplated hereby.\n\n     Section 3.12 Real Estate. (a) \"Owned Real Property\" shall mean the\nreal property owned by the Company or the Subsidiary, together with all\nbuildings and other structures, facilities or improvements currently or\nhereafter located thereon, all fixtures, systems, equipment and items of\npersonal property of the Company or the Subsidiary attached or appurtenant\nthereto and all easements, licenses, rights and appurtenances relating to\nthe foregoing. Schedule 3.12(a) sets forth a list of all Owned Real\nProperty. With respect to the Owned Real Property, (i) the Company or the\nSubsidiary has good and marketable title in fee simple to the Owned Real\nProperty, free and clear of all Encumbrances except for (A) Encumbrances\ndisclosed in Schedule 3.12(a), (B) liens for taxes not yet due and payable,\nand (C) Encumbrances that are not material, (ii) there are no outstanding\noptions or rights of first refusal in favor of any other party to purchase\nthe Owned Real Property or any portion thereof or interest therein, (iii)\nthere are no leases, subleases, licenses, options, rights, concessions or\nother agreements affecting any portion of the Owned Real Property, (iv) all\nexisting water, sewer, gas, electricity, telephone and other utilities\nrequired for the construction, use, occupancy, operation and maintenance of\nthe Owned Real Property are adequate in all material respects for the use,\noccupancy, operation and maintenance thereof, as currently conducted or\ncurrently exists, and (v) the Company or the Subsidiary, as applicable, has\nall rights of access necessary for ingress to and egress from the Owned\nReal Property from or to public streets.\n\n               (b) \"Leased Real Property\" shall mean the real property\nleased or subleased by the Company or the Subsidiary, as tenant, together\nwith, to the extent leased or subleased by the Company or the Subsidiary,\nall buildings and other structures, facilities or improvements currently or\nhereafter located thereon, all fixtures, systems, equipment and items of\npersonal property of the Company or the Subsidiary attached or appurtenant\nthereto, and all easements, licenses, rights and appurtenances relating to\nthe foregoing. Schedule 3.12(b) sets forth a list of all Leased Real\nProperty. With respect to the Leased Real Property, (i) the Company or the\nSubsidiary has good and valid leasehold estates in the Leased Real\nProperty, free and clear of all Encumbrances, (ii) all existing water,\nsewer, gas, electricity, telephone and other utilities required for the\nconstruction, use, occupancy, operation and maintenance of the Leased Real\nProperty are adequate in all material respects for the use, occupancy,\noperation and maintenance thereof, as currently conducted or currently\nexists, and (iii) the Company or the Subsidiary, as applicable, has all\nrights of access necessary for ingress to and egress from the Leased Real\nProperty from or to public streets. Except as set forth on Schedule\n3.12(b), (A) each such lease or sublease is legal, valid, binding and\nenforceable and in full force and effect and (B) the execution and delivery\nof this Agreement and the consummation of the transactions contemplated by\nthis Agreement will not cause a breach or require any third party consent\nunder any such lease or sublease.\n\n               (c) Except as set forth on Schedule 3.12(c), (i) there are\nnot now nor have there ever been any pending or, to the knowledge of the\nCompany and the Sellers, threatened condemnation or eminent domain\nproceedings or their local equivalent with respect to the Owned Real\nProperty or the Leased Real Property, (ii) the Owned Real Property, the use\nand occupancy thereof by the Company or the Subsidiary, as applicable, and\nthe conduct of their respective businesses thereon and therein do not\nviolate any deed restrictions, applicable Law consisting of building codes,\nzoning, subdivision or other land use or similar Laws the violation of\nwhich would materially and adversely affect the use, value or occupancy of\nany such property or the conduct of such business thereon, (iii) there are\nnot now nor have there ever been any material violations by the Company,\nthe Subsidiary or any of the Sellers of any of the restrictions or Laws\ndescribed in the foregoing clause (ii), and (iv) none of the structures or\nimprovements on any of the Owned Real Property encroaches upon real\nproperty of another Person, and no structure or improvement of another\nPerson encroaches upon any of the Owned Real Property or Leased Real\nProperty, which would materially interfere with the use thereof in the\nordinary course of business.\n\n     Section 3.13 Sufficiency of Assets. The assets, rights, and properties\nowned, leased or licensed by the Company and the Subsidiary constitute all\nassets, rights, and properties used or held for use in, and necessary to,\nthe conduct of their businesses as presently conducted or proposed to be\nconducted.\n\n     Section 3.14 Tangible Property. Except as set forth on Schedule 3.14,\nthe buildings, facilities, machinery, equipment, furniture, leasehold and\nother improvements, fixtures, vehicles, structures, any related items and\nother tangible property that are required to properly operate the business\nof the Company or the Subsidiary or are individually or in the aggregate\nmaterial to the business, financial condition, operations, results of\noperations or prospects of the Company and the Subsidiary taken as a whole\n(the \"Tangible Property\") are in good operating condition and repair\n(normal wear and tear excepted), free of any material structural or\nengineering defects, are being maintained and replaced in accordance with\npast practice, and are suitable for their current use. The Company or the\nSubsidiary has good and marketable title to, or a valid leasehold interest\nin or contractual right to use, all Tangible Property, free and clear of\nall Encumbrances except as disclosed in Schedule 3.14.\n\n     Section 3.15 Litigation and Orders. There is no claim, demand, notice,\naction, suit, proceeding, arbitration, investigation, audit, inquiry or\nhearing by or before any Governmental Entity or private arbitration\ntribunal (\"Litigation\") pending or, to the knowledge of the Company and the\nSellers, threatened against, affecting or involving the Company, the\nSubsidiary or any of their respective rights or properties, or which seek\nto prevent or challenge the transactions contemplated hereby. There are no\nunsatisfied judgments against the Company or the Subsidiary or any consent\ndecrees or other Orders to which the Company or the Subsidiary is subject\nor their respective assets or properties are bound.\n\n     Section 3.16 Intellectual Property. (a) Except as set forth on\nSchedule 3.16(a), the Company or the Subsidiary owns, or licenses or\notherwise possesses legally enforceable rights to use (i) all inventions\n(whether patentable or unpatentable and whether or not reduced to\npractice), all improvements thereon, and all patents, patent applications\nand patent disclosures, together with all reissuances, continuations,\ncontinuations-in-part, revisions, extensions and reexaminations thereof;\n(ii) all trademarks, service marks, trade dress, logos, trade names and\ncorporate names, together with all translations, adaptations, derivations\nand combinations thereof and including all goodwill associated therewith,\nand all applications, registrations and renewals in connection therewith;\n(iii) all copyrightable works, all copyrights and all applications,\nregistrations and renewals in connection therewith; (iv) all mask works and\nall applications, registrations and renewals in connection therewith; (v)\nall trade secrets and confidential business information (including ideas,\ninventory, research and development, know-how, formulas, compositions,\nmanufacturing and production processes and techniques, technology,\ntechnical data, designs, drawings, specifications, net lists, schematics,\nalgorithms, tangible and intangible proprietary information, customer,\nsupplier and material lists, pricing and cost information and business and\nmarketing plans and proposals); (vi) all computer software or applications\nincluding data and related documentation (in source code and\/or object code\nform); (vii) all other proprietary rights; (viii) all copies and tangible\nembodiments of the foregoing (in whatever form or medium); and (ix) all\nlicenses or agreements in connection with the foregoing (collectively,\n\"Intellectual Property\") that have been used in the business of the Company\nor the Subsidiary or are used in the business of the Company or the\nSubsidiary as currently conducted (collectively, \"Company Intellectual\nProperty\"). Neither the Company nor the Subsidiary has (i) licensed any of\nthe Company Intellectual Property in source code form to any Person or (ii)\nentered into any exclusive agreements relating to the Company Intellectual\nProperty with any Person.\n\n               (b) Schedule 3.16(b) lists (i) all patents and patent\napplications and all registered trademarks, trade names, and service marks,\ntrademark applications, service mark applications, registered copyrights,\nand registered mask works included in the Company Intellectual Property,\nincluding the jurisdictions in which such Intellectual Property has been\nissued or registered or in which any application for such issuance and\nregistration has been filed; (ii) all unregistered trademarks, trade names,\nservice marks, copyrights, and mask works included in the Company\nIntellectual Property; (iii) all licenses, sublicenses and other agreements\nas to which the Company or the Subsidiary is a party and pursuant to which\nany Person is authorized to use any Intellectual Property; (iv) all\nlicenses, sublicenses and other agreements as to which the Company or the\nSubsidiary is a party and pursuant to which the Company or the Subsidiary\nis authorized to use any third party patents, trademarks or copyrights,\nincluding software (collectively, \"Third Party Intellectual Property\nRights\") which are incorporated in, are, or form a part of any product of\nthe Company or the Subsidiary; and (v) all universal resource locators\n(\"URLs\") owned or used by the Company or the Subsidiary and any URLs with\nrespect to which the Company or the Subsidiary has any rights.\n\n               (c) Other than as set forth on Schedule 3.16(c), no Employee\nor consultant or former Employee or consultant of the Company, the\nSubsidiary or, to the knowledge of the Company and the Sellers, any other\nthird party, has interfered with, infringed upon, misappropriated, made\nunauthorized use of, disclosed, or otherwise come into conflict with any\nCompany Intellectual Property, and neither the Company nor the Subsidiary\nhas brought any action, suit or proceeding for infringement of Company\nIntellectual Property or breach of any license or agreement involving\nCompany Intellectual Property against any third party.\n\n               (d) Other than as set forth on Schedule 3.16(d), neither the\nCompany nor the Subsidiary nor any Employee, consultant or former Employee\nor consultant of the Company or the Subsidiary nor, to the knowledge of the\nCompany and the Sellers, any other third party (but, with respect to such\nother third parties, only to an extent that could result directly or\nindirectly in Liability to the Company or the Subsidiary), has interfered\nwith, infringed upon, misappropriated, made unauthorized use, disclosed, or\notherwise come into conflict with any Intellectual Property rights of third\nparties, and neither the Company nor the Subsidiary has received any\ncharge, complaint, claim, demand or notice alleging any such interference,\ninfringement, misappropriation or violation (including any claim that the\nCompany or the Subsidiary must license or refrain from using any\nIntellectual Property rights of third parties). The continued operation of\nthe respective businesses of the Company and the Subsidiary as presently\nconducted and as presently proposed to be conducted will not interfere\nwith, infringe upon, misappropriate, or otherwise come into conflict with,\nany Intellectual Property rights of third parties. Neither the Company nor\nthe Subsidiary is, nor will either of them be, as a result of the Company's\nexecution and delivery of this Agreement or the performance of the\nCompany's obligations under this Agreement, in breach of any license,\nsublicense or other Commitment relating to any Intellectual Property, Third\nParty Intellectual Property Rights or Intellectual Property rights of third\nparties.\n\n               (e) All Company Intellectual Property is valid and\nsubsisting. Each item of Company Intellectual Property will be owned or\navailable for use by the Company or the Subsidiary on identical terms and\nconditions immediately subsequent to the Effective Time. Except as set\nforth in Schedule 3.16(e), the Company or the Subsidiary has taken\nreasonably appropriate action to maintain and protect each item of Company\nIntellectual Property, including, where necessary, appropriate steps to\nprotect and preserve confidentiality.\n\n               (f) With respect to each item of Company Intellectual\nProperty (and any item of Intellectual Property underlying Company\nIntellectual Property pursuant to a license, sublicense, agreement or\npermission), except as set forth in Schedule 3.16(f):\n\n                    (i) no action, suit, proceeding, hearing,\n     investigation, charge, complaint, claim or demand is pending or, to\n     the knowledge of the Company and the Sellers, threatened which\n     challenges the legality, validity, enforceability, use or ownership of\n     the item and such item is not subject to any outstanding Order;\n\n                    (ii) in the case of Company Intellectual Property, the\n     Company or the Subsidiary possesses all right, title and interest in\n     and to the item, free and clear of any Encumbrance;\n\n                    (iii) in the case of Company Intellectual Property,\n     each license, sublicense, agreement or permission covering the item is\n     legal, valid, binding, enforceable and in full force and effect;\n\n                    (iv) in the case of Company Intellectual Property, each\n     license, sublicense, agreement or permission covering the item will\n     continue to be legal, valid, binding, enforceable and in full force\n     and effect on identical terms immediately subsequent to the Effective\n     Time;\n\n                    (v) in the case of Company Intellectual Property,\n     neither the Company nor the Subsidiary is, and to the knowledge of the\n     Company and the Sellers no other Person is, in breach or default of\n     any license, sublicense, agreement or permission covering the item,\n     and no event has occurred which with notice or lapse of time or both\n     would constitute a breach or default or permit termination,\n     modification or acceleration thereunder;\n\n                    (vi) in the case of Company Intellectual Property, no\n     party to any license, sublicense, agreement or permission has\n     repudiated any material provision thereof;\n\n                    (vii) with respect to any sublicense relating to the\n     item of Company Intellectual Property, the representations and\n     warranties set forth in subsections (iii) through (vi) are true and\n     correct with respect to the underlying license;\n\n                    (viii) with respect to each license, sublicense,\n     agreement or permission, neither the Company nor the Subsidiary has\n     granted any sublicense or similar right with respect to the license,\n     sublicense, agreement or permission; and\n\n                    (ix) neither the Company nor the Subsidiary has ever\n     agreed to indemnify any Person for or against any interference,\n     infringement, or misappropriation with respect to any item of\n     Intellectual Property.\n\n               (g) The Company and the Subsidiary have secured (or, at the\nClosing, will secure) valid written assignments from all consultants and\nEmployees who contributed to the creation or development of the Company\nIntellectual Property of the rights to such contributions that the Company\nor the Subsidiary do not already own by operation of law.\n\n               (h) The Company and the Subsidiary have taken reasonable\nsteps to protect and preserve the confidentiality of all Company\nIntellectual Property not otherwise protected by patents, patent\napplications or copyrights (\"Confidential I.P. Information\"). All use,\ndisclosure or appropriation of Confidential I.P. Information owned by the\nCompany or the Subsidiary by or to a third party has been pursuant to the\nterms of a written agreement between the Company or the Subsidiary and such\nthird party. All use, disclosure or appropriation of Confidential I.P.\nInformation not owned by the Company or the Subsidiary has been pursuant to\nthe terms of a written agreement between the Company or the Subsidiary and\nthe owner of such Confidential I.P. Information, or is otherwise lawful.\n\n               (i) The Company has made available to theglobe copies of the\ncurrent versions of all material proprietary software, in Source Code (as\ndefined below) and object code forms, that are used or are proposed to be\nused in the respective businesses of the Company or the Subsidiary,\ntogether with all material documentation used in connection therewith\n(\"Software\"). \"Source Code\" means the complete and current version of the\nsource code and all source documentation to enable theglobe to exercise the\nforegoing license above.\n\n     Section 3.17 Year 2000 Compliance. The Software, computers and other\nhardware and systems used by the Company or the Subsidiary will not require\nexpenditures on the part of the Company and the Subsidiary in excess of\n$25,000, in the aggregate, in order to: (a) accurately process date\ninformation before, during and after January 1, 2000, including, but not\nlimited to, accepting date input, providing date output and performing\ncalculations on dates or portions of dates; (b) function accurately and\nwithout interruption before, during and after January 1, 2000 without any\nchange in operations associated with the advent of the new century; (c)\nrespond to two digit year date input in a way that resolves the ambiguity\nas to century in a disclosed, defined and predetermined manner; and (d)\nstore and provide output of date information in ways that are unambiguous\nas to century. The Company and the Subsidiary have contacted their\nprincipal vendors of hardware and software and other Persons with whom the\nCompany or the Subsidiary have material business relationships and all such\nvendors and other Persons have notified the Company or the Subsidiary that\ntheir hardware or software is Year 2000 compliant to the extent affecting\nthe Company or the Subsidiary, and, to the knowledge of the Company and the\nSellers, the hardware and software of such vendors or other Persons is Year\n2000 compliant except in ways that will not adversely affect the Company or\nthe Subsidiary.\n\n     Section 3.18 Taxes. (a) Except as set forth in Schedule 3.18:\n\n                    (i) The Company and the Subsidiary have duly filed all\n     Tax Returns (as defined in Section 3.18(c)) required to have been\n     filed by the Company or the Subsidiary in a timely manner (taking into\n     account all lawful extensions of due dates), all of which Tax Returns\n     are true and complete in all material respects;\n\n                    (ii) all Taxes (as defined in Section 3.18(c)) required\n     to have been paid by the Company or the Subsidiary have been paid.\n     Adequate reserves have been established in the 1998 Balance Sheet for\n     the payment of all Taxes of the Company and the Subsidiary that are\n     attributable to the period ending on December 31, 1998 that are not\n     yet due and payable; and adequate reserves have been or will be\n     established in the books and records of the Company and the Subsidiary\n     for the payment of all Taxes of the Company and the Subsidiary that\n     are attributable to the period beginning after December 31, 1998 and\n     ending on the Closing Date that are not yet due and payable;\n\n                    (iii) the Company and the Subsidiary have complied with\n     all applicable Laws relating to the withholding of Taxes (including\n     withholding of Taxes pursuant to Sections 1441 and 1442 of the Code or\n     similar provisions under any foreign Laws), and have, within the time\n     and within the manner prescribed by Law, withheld and paid over to the\n     proper governmental entities all amounts required to be withheld and\n     paid over under all applicable Laws in connection with amounts paid or\n     owing to any employee, independent contractor, creditor, shareholder\n     or other third party;\n\n                    (iv) no outstanding waivers or comparable consents\n     regarding the application of the statute of limitations with respect\n     to any Taxes or Tax Returns of the Company or the Subsidiary have been\n     given by or on behalf of the Company or the Subsidiary;\n\n                    (v) neither the Company nor the Subsidiary has\n     requested an extension of time within which to file any Tax Return in\n     respect of any fiscal year which has not since been filed;\n\n                    (vi) neither the Company nor the Subsidiary nor any of\n     the Sellers has taken or agreed to take any action that would prevent\n     or impede the Merger from qualifying as a reorganization under Section\n     368 of the Code. The Company, the Subsidiary and the Sellers have not\n     failed to take any action which, if such action were not taken, would\n     prevent or impede the Merger from qualifying as a reorganization under\n     Section 368 of the Code;\n\n                    (vii) for taxable years for which the applicable\n     statute of limitations has not expired (A) there is no Litigation\n     pending or, to the knowledge of the Company and the Sellers,\n     threatened, with respect to any Liability for Taxes for which the\n     Company or the Subsidiary could be liable, (B) no taxing authority in\n     a jurisdiction where the Company or the Subsidiary do not file Tax\n     Returns has made a claim, assertion or threat that such non-filing\n     entity is or may be subject to taxation by such jurisdiction, (C)\n     there are no Tax rulings, requests for rulings, or closing agreements\n     relating to the Company or the Subsidiary which could affect the\n     Liability for Taxes of the Company or the Subsidiary for any period\n     (or portion of a period) after the date hereof, (D) any adjustment of\n     Taxes of the Company or the Subsidiary made by the Internal Revenue\n     Service (the \"IRS\") in any examination which is required to be\n     reported to the appropriate state, local or foreign taxing authorities\n     has been reported, and any additional Taxes due with respect thereto\n     have been paid, and (E) neither the Company nor the Subsidiary has\n     agreed and is not required to include in income any adjustment\n     pursuant to Section 481 or 482 of the Code (or analogous provisions of\n     foreign, state or local Law) which could affect the Liability for\n     Taxes of the Company or the Subsidiary for any period (or portion of a\n     period) after the date hereof, and the IRS (or other taxing authority)\n     has not proposed, and, to the knowledge of the Company and the\n     Sellers, is not considering, any such adjustment which could have such\n     an effect;\n\n                    (viii) the states, territories and jurisdictions\n     (whether foreign or domestic) in which the Company or the Subsidiary\n     has filed income, franchise, sales and use Tax Returns are set forth\n     in Schedule 3.18;\n\n                    (ix) none of the assets of the Company or the\n     Subsidiary (A) is property that is required to be treated as being\n     owned by any other Person pursuant to the \"safe harbor lease\"\n     provisions of Section 168(f)(8) of the Internal Revenue Code of 1954,\n     (B) is \"tax-exempt use property\" within the meaning of Code Section\n     168(h), or (C) directly or indirectly secures any debt the interest of\n     which is tax exempt under Code Section 103(a);\n\n                    (x) except as reflected as a liability for deferred\n     Income Taxes on the 1998 Balance Sheet, no item of income or gain\n     reported by the Company or the Subsidiary for financial accounting\n     purposes in any pre-Closing period is required to be included in\n     taxable income for a post-Closing period;\n\n                    (xi) no power of attorney has been granted by or with\n     respect to the Company or the Subsidiary with respect to any matter\n     relating to Taxes;\n\n                    (xii) all Tax deficiencies which have been claimed,\n     proposed or assessed against the Company or the Subsidiary have been\n     fully paid or finally settled;\n\n                    (xiii) neither the Company nor the Subsidiary has filed\n     a consent pursuant to Section 341(f) of the Code (or any predecessor\n     provision);\n\n                    (xiv) neither the Company nor the Subsidiary is\n     obligated by any Commitment to indemnify any other Person with respect\n     to Taxes; neither the Company nor the Subsidiary is now nor has it\n     ever been a party to or bound by any Commitment (including, without\n     limitation, any arrangement required or permitted by applicable Law\n     (including pursuant to Treasury Regulation Section 1.1502-6 or any\n     analogous provision of state, local or foreign Law) and including any\n     Tax sharing agreement) which (i) requires the Company or the\n     Subsidiary to make any Tax payment to or for the account of any other\n     Person, (ii) affords any other Person the benefit of any net operating\n     loss, net capital loss, investment Tax credit, foreign Tax credit,\n     charitable deduction or any other credit or Tax attribute which could\n     reduce Taxes (including, without limitation, deductions and credits\n     related to alternative minimum Taxes) of the Company or the Subsidiary\n     or (iii) requires or permits the transfer or assignment of income,\n     revenues, receipts or gains to the Company or the Subsidiary from any\n     other Person;\n\n                    (xv) there are no liens with respect to Taxes upon any\n     of the properties or assets, real or personal, tangible or intangible,\n     of the Company or the Subsidiary (other than Encumbrances for Taxes\n     not yet due);\n\n                    (xvi) each of the Company and the Subsidiary is not and\n     has not been since its inception a \"United States Real Property\n     Holding Corporation\" within the meaning of Section 897 of the Code.\n\n               (b) The Company has previously made available to theglobe\ncomplete and accurate copies of each of: (i) all audit reports, revenue\nagent's reports and other written assertions of deficiencies or other\nliabilities for Taxes of the Company or the Subsidiary issued by any\nGovernmental Entity with respect to past periods for which the limitations\nperiod has not run, letter rulings and Technical Advice Memoranda relating\nto federal, state, local and foreign Taxes due from or with respect to the\nCompany or the Subsidiary, (ii) all Tax Returns filed by the Company or the\nSubsidiary and (iii) any closing agreements entered into by the Company or\nthe Subsidiary with any taxing authority. The Company will promptly deliver\nto theglobe all Tax materials with respect to the foregoing for all Tax\nmatters arising after the date hereof.\n\n               (c) For purposes of this Agreement, (i) \"Tax\" (and, with\ncorrelative meaning, \"Taxes\") means any federal, state, local or foreign\nincome, gross receipts, property, sales, use, license, excise, franchise,\nemployment, payroll, premium, withholding, alternative or added minimum, ad\nvalorem, inventory, transfer or excise tax, or any other tax, custom, duty,\ngovernmental fee or other like assessment or charge of any kind whatsoever,\ntogether with any interest, penalty or addition to tax, imposed by any\nGovernmental Entity, and includes, without limitation, any taxes of another\nPerson, including taxes owing under a contract, as transferee or successor,\nunder Treas. Reg. ss. 1.1502-6 or analogous provision of state, foreign or\nlocal law or otherwise, (ii) \"Tax Return\" means any return, report or\nsimilar statement required to be filed with respect to any Tax (including\nany attached schedules), including, without limitation, any information\nreturn, claim for refund, amended return or declaration of estimated Tax,\nand (iii) \"Income Tax\" or \"Income Taxes\" means any federal, state, local or\nforeign income, franchise or similar Tax and in each instance any interest,\npenalties or additions to tax attributable to such Tax.\n\n     Section 3.19 Insurance. Schedule 3.19 sets forth a list of all\npolicies or binders of fire, liability, product liability, workers\ncompensation, vehicular and other insurance held by or on behalf of the\nCompany or the Subsidiary, including the amounts of such insurance and\nannual premiums with respect thereto. Such policies and binders are in full\nforce and effect. The Company and the Subsidiary have each obtained and\nmaintained in full force and effect insurance with responsible and\nreputable insurance companies or associations in such amounts, on such\nterms, with such deductibles, and covering such risks, as is customarily\ncarried by reasonably prudent Persons conducting businesses or owning\nassets similar to those of the Company and the Subsidiary, and have\nmaintained in full force and effect liability insurance against claims for\npersonal injury or death or property damage occurring in connection with\nthe activities of the Company and the Subsidiary, or any properties owned,\noccupied or controlled by it in such amount as is customarily carried by\nreasonably prudent Persons conducting businesses or owning assets similar\nto those of the Company and the Subsidiary. There is no default with\nrespect to any provision contained in any such policy or binder, nor has\nthe Company or the Subsidiary failed to give any notice or present any\nclaim under any such policy or binders in due and timely fashion. There are\nno outstanding claims by the Company or the Subsidiary in excess of normal\nretentions that are not covered under any such policies or binders and\nthere has not occurred any event that might reasonably form the basis of\nany claim in excess of normal retentions that is not covered against or\nrelating to the Company or the Subsidiary that is not covered by any of\nsuch policies or binders. No notice of cancellation or non-renewal of any\nsuch policies or binders has been received by the Company or the\nSubsidiary.\n\n     Section 3.20 Employee Benefits. (a) Schedule 3.20(a) contains a true\nand complete list of each Company Employee Plan (as defined in Section\n3.20(k)) and each Employee Agreement (as defined in Section 3.20(k)).\nNeither the Company nor the Subsidiary has any plan or commitment to\nestablish any new Company Employee Plan, to enter into any Employee\nAgreement or to modify or to terminate any Company Employee Plan or\nEmployee Agreement.\n\n               (b) The Company has made available, or has caused to be made\navailable, to theglobe current, accurate and complete copies of all\ndocuments embodying or relating to each Company Employee Plan and each\nEmployee Agreement.\n\n               (c) Each of the Company and the Subsidiary has performed all\nobligations required to be performed by it under each Company Employee Plan\nand Employee Agreement. Each Company Employee Plan has been established and\nmaintained in accordance with its terms and in compliance with all\napplicable Laws and Orders. No Company Employee Plan is an \"employee\npension benefit plan\" as defined in Section 3(2) of ERISA (as defined in\nSection 3.20(k)), or a Multiemployer Plan (as defined in Section 3.20(k)).\nThere is no Litigation pending or, to the knowledge of the Company and the\nSellers, threatened or anticipated (other than routine claims for benefits)\nwith respect to any Company Employee Plan or Employee Agreement or by any\nEmployee (as defined in Section 3.20(k)) with respect to the Company or the\nSubsidiary. Each Company Employee Plan can be amended, terminated or\notherwise discontinued without Liability to the Company or the Subsidiary.\nNo Company Employee Plan is under audit or investigation by the IRS, the\nDepartment of Labor, the PBGC (as defined in Section 3.20(k)(viii)) or\nother Governmental Entity, and to the knowledge of the Company and the\nSellers, no such audit or investigation is threatened. No Liability under\nany Company Employee Plan has been funded nor has any such obligation been\nsatisfied with the purchase of a contract from an insurance company as to\nwhich the Company or the Subsidiary has received notice that such insurance\ncompany is insolvent or is in rehabilitation or any similar proceeding.\n\n               (d) Except as set forth on Schedule 3.20(d), neither the\nCompany nor the Subsidiary maintains or contributes to any Company Employee\nPlan which provides, or has any Liability to provide, life insurance,\nmedical, severance or other employee welfare benefits to any Employee upon\nhis retirement or termination of employment, except as may be required by\nSection 4980B of the Code and Sections 601 through 609 of ERISA.\n\n               (e) The execution of, and performance of the transactions\ncontemplated by, this Agreement will not (either individually, in the\naggregate or upon the occurrence of any additional or subsequent events)\n(i) constitute an event that will or may result in any payment (whether of\nseverance pay or otherwise), acceleration of benefits, forgiveness of\nindebtedness, vesting or distribution of benefits, increase in benefits or\nobligation to fund benefits with respect to any Employee, or (ii) result in\nthe triggering or imposition of any restrictions or limitations on the\nright of the Company, the Subsidiary or theglobe to amend or terminate any\nCompany Employee Plan. No payment or benefit which will or may be made by\nthe Company, the Subsidiary, theglobe, the Sellers or any of their\nrespective Affiliates with respect to any Employee may be characterized as\nan \"excess parachute payment\" within the meaning of Section 280G(b)(1) of\nthe Code which is contingent on the change in ownership of the Company\nresulting from the Merger. Except as expressly set forth in Schedule\n3.20(e), no officer, director or Employee of the Company, nor any\nStockholder, is entitled to any \"sale bonus payment,\" \"retention payment,\"\nor any other payment or benefit in connection with, or as a result of, the\ntransactions contemplated by this Agreement.\n\n               (f) Each of the Company and the Subsidiary is in compliance\nin all material respects with all applicable Laws (domestic and foreign)\nrespecting employment, employment practices, labor, terms and conditions of\nemployment, wages and hours, withholding taxes, unemployment compensation\nand Social Security.\n\n               (g) No work stoppage or labor strike against the Company or\nthe Subsidiary by Employees is pending or, to the knowledge of the Company\nand the Sellers, threatened. Each of the Company and the Subsidiary (i) is\nnot involved in or, to the knowledge of the Company and the Sellers,\nthreatened with any labor dispute, grievance, or Litigation relating to\nlabor matters and (ii) is not presently, nor has it been in the past a\nparty to, or bound by, any collective bargaining, union or similar\nCommitment, nor is any such Commitment currently being negotiated by the\nCompany or the Subsidiary. No Employees are currently or while employed by\nthe Company or the Subsidiary have ever been represented by any labor union\nwith respect to their employment by the Company or the Subsidiary and to\nthe knowledge of the Company and the Sellers, no activities the purpose of\nwhich is to achieve such representation of all or some of such Employees\nare threatened or ongoing.\n\n               (h) With respect to each Welfare Plan (as defined in Section\n3.20(k)(ix)), all benefit claims incurred (including claims incurred but\nnot reported) by Employees thereunder for which the Company or the\nSubsidiary is, or will become, liable are (i) insured pursuant to a\ncontract of insurance whereby the insurance company bears all risk of loss\nwith respect to such claims; (ii) covered under a contract with a health\nmaintenance organization (an \"HMO\") pursuant to which the HMO bears all\nLiability for such claims, or (iii) reflected as a Liability or accrued for\non the 1998 Balance Sheet.\n\n               (i) Neither the Company nor the Subsidiary has any ERISA\nAffiliates, nor has it ever had any ERISA Affiliates.\n\n               (j) To the knowledge of the Company and the Sellers, no key\nEmployee or group of Employees have any plans to terminate employment with\nthe Company.\n\n               (k) For purposes of this Agreement,\n\n                    (i) \"Company Employee Plan\" shall mean each Employee\n     Plan (other than an Employee Agreement) to which the Company or the\n     Subsidiary has or may have any Liability, contingent or otherwise.\n\n                    (ii) \"Employee\" shall mean each current, former, or\n     retired employee, officer, consultant, advisor, independent\n     contractor, agent or director of the Company or the Subsidiary.\n\n                    (iii) \"Employee Agreement\" shall mean each management,\n     employment, severance, change of control, consulting, non-compete,\n     confidentiality, or similar Commitment between the Company or the\n     Subsidiary and any Employee pursuant to which the Company or the\n     Subsidiary has or may have any Liability.\n\n                    (iv) \"Employee Plan\" shall mean each plan, trust,\n     program, policy, payroll practice, contract, agreement or other\n     arrangement providing for compensation, severance, termination pay,\n     performance awards, stock or stock-related awards, fringe benefits or\n     other employee benefits of any kind, whether formal or informal,\n     funded or unfunded, written or oral and whether or not legally\n     binding.\n\n                    (v) \"ERISA\" shall mean the Employee Retirement Income\n     Security Act of 1974, as amended from time to time, and all applicable\n     rules and regulations thereunder.\n\n                    (vi) \"ERISA Affiliate\" shall mean each business or\n     entity which is a member of a \"controlled group of corporations,\"\n     under \"common control\" or a member of an \"affiliated service group\"\n     with the Company within the meaning of Sections 414(b), (c) or (m) of\n     the Code, or required to be aggregated with the Company under Section\n     414(o) of the Code, or is under \"common control\" with the Company,\n     within the meaning of Section 4001(a)(14) of ERISA.\n\n                    (vii) \"Multiemployer Plan\" shall mean any Employee Plan\n     which is a \"multiemployer plan,\" as defined in Section 3(37) or\n     4001(a)(3) of ERISA.\n\n                    (viii) \"PBGC\" shall mean the Pension Benefit Guaranty\n     Corporation.\n\n                    (ix) \"Welfare Plan\" shall mean each Company Employee\n     Plan that is an \"employee welfare benefit plan\" within the meaning of\n     Section 3(1) of ERISA.\n\n     Section 3.21 Personnel Information. Schedule 3.21 contains a list of\nall individuals employed by the Company or the Subsidiary and all directors\nand independent contractors providing material services to the Company or\nthe Subsidiary in connection with the operation of the business thereof.\n\n     Section 3.22 Affiliate Relationships. Except as set forth on Schedule\n3.22, no (i) officer or director of the Company or the Subsidiary or\nStockholder, (ii) spouse, former spouse, child, parent, parent of a spouse,\nsibling or grandchild of any of the Persons described in clause (i), or\n(iii) trust, partnership or corporation in which any of the Persons\ndescribed in clause (i) or (ii) has or has had a direct or indirect\ninterest, (A) has or has had an interest in any entity which furnishes or\nsells or proposes to furnish or sell services or products to the Company or\nthe Subsidiary, (B) has or has had any interest in any entity that\npurchases from or sells or furnishes to the Company or the Subsidiary any\nproducts or services, or (C) has or has had an interest in (including,\nwithout limitation, as a party to) any Commitment to which the Company or\nthe Subsidiary is a party or which otherwise is required to be disclosed in\nSchedule 3.8(a); provided, that ownership of no more than one percent of\nthe outstanding voting stock of a publicly traded corporation shall not be\ndeemed an \"interest in any entity\" for purposes of this Section 3.22.\n\n     Section 3.23 No Termination of Business Relationship. None of the\nPersons with which the Company or the Subsidiary has a material business\nrelationship has given notice or other indication of any intention to\ncancel or otherwise terminate a business relationship with the Company or\nthe Subsidiary and, to the knowledge of the Company and the Sellers, no\nevent has occurred or failed to occur (including, without limitation, the\ntransactions contemplated hereby) which would precipitate the cancellation\nor termination of, or entitle any such entity or customer to terminate,\nsuch a business relationship.\n\n     Section 3.24 Disclosure. No statement (including the representations,\nwarranties and covenants) made by the Company and the Sellers contained in\nthis Agreement, the Schedules and Exhibits to this Agreement, the Ancillary\nDocuments, or the documents, written statements or certificates furnished\nor to be furnished to theglobe or Merger Sub or their representatives\npursuant hereto or in connection with the transactions contemplated hereby\nconstitutes an untrue statement of a material fact or omits to state a\nmaterial fact necessary in order to make the statements contained herein or\ntherein not misleading. The projections contained in materials provided by\nthe Company or any Sellers to theglobe or its representatives were prepared\nin good faith and at the time prepared there was a reasonable basis for\nsuch projections and the assumptions made in connection therewith. Except\nas set forth on Schedule 3.24, to the knowledge of the Company and the\nSellers, there has been no event or occurrence since the date such\nprojections were prepared that would cause the Company or any Seller to\nbelieve that there is not on the date hereof and at the Effective Time a\nreasonable basis for such projections and the assumptions made in\nconnection therewith assuming for this purpose that such projections were\nmade on the date hereof or immediately prior to the Effective Time, as\napplicable.\n\n\n                                 ARTICLE IV\n\n                 REPRESENTATIONS AND WARRANTIES OF THEGLOBE\n\n          theglobe represents and warrants to the Company and the Sellers\nas of the date of this Agreement and as of the Closing Date as follows:\n\n     Section 4.1 Organization. theglobe is a corporation duly organized,\nvalidly existing and in good standing under the laws of the State of\nDelaware and has the requisite corporate power and authority to carry on\nits business as it is now being conducted. Merger Sub is a corporation duly\norganized, validly existing and in good standing under the laws of the\nState of Delaware and has the requisite corporate power and authority to\ncarry on its business as it is now being conducted. Each of theglobe and\nMerger Sub is duly qualified and licensed as a foreign corporation to do\nbusiness, and is in good standing (and has paid all relevant franchise or\nanalogous taxes), in each jurisdiction where the character of its assets\nowned or held under lease or the nature of its business makes such\nqualification necessary, except where the failure to be so qualified and in\ngood standing would not, individually or in the aggregate, have a material\nadverse effect on the ability of theglobe and Merger Sub to perform their\nobligations under this Agreement.\n\n     Section 4.2 Authority. Each of theglobe and Merger Sub has the\nrequisite right, power and authority to enter into this Agreement and any\nAncillary Documents to which it is a party and to carry out its obligations\nhereunder and thereunder. This Agreement has been, and each Ancillary\nDocument to which theglobe and Merger Sub are parties will be, duly and\nvalidly executed and delivered by theglobe and Merger Sub and constitute or\nwill constitute, as the case may be, a valid and binding obligation of\ntheglobe and Merger Sub, enforceable against them in accordance with its\nterms, except as such enforceability may be limited by applicable\nbankruptcy, insolvency, moratorium or other similar laws affecting\ncreditors' rights generally or by general principles of equity. All\ncorporate proceedings or other actions on the part of each of theglobe and\nMerger Sub necessary to authorize this Agreement or any of the Ancillary\nDocuments to which it is a party and the transactions contemplated hereby\nand thereby have been taken.\n\n     Section 4.3 Merger Sub's Operations. Merger Sub was formed solely for\nthe purpose of engaging in the transactions contemplated hereby and has not\n(i) engaged in any business activities, (ii) conducted any operations other\nthan in connection with the transactions contemplated hereby or (iii)\nincurred any Liabilities other than in connection with the transactions\ncontemplated hereby.\n\n     Section 4.4 Capitalization; Title to Shares. (a) The authorized\ncapital stock of theglobe consists of 100,000,000 shares of theglobe Common\nStock and 3,000,000 shares of preferred stock, $0.001 per share, of which\n10,662,771 shares of theglobe Common Stock and no shares of preferred stock\nwere issued and outstanding as of March 31, 1999. All the issued and\noutstanding shares of theglobe Common Stock are validly issued, fully paid\nand nonassessable. Except pursuant to this Agreement and except as\ndisclosed in theglobe SEC Reports (as defined in Section 4.7(a)) and\nSchedule 4.4(a), there are no shares of capital stock of theglobe\nauthorized and there are no outstanding subscriptions, options, warrants,\nrights, stock-based or stock-related awards or convertible or exchangeable\nsecurities or other agreements to which theglobe is a party of any\ncharacter relating to, or obligating theglobe to issue, grant, award,\ntransfer or sell, any issued or unissued shares of theglobe's capital stock\nor other securities of theglobe. Except as disclosed in theglobe SEC\nReports, there are no voting trusts, proxies or other agreements or\nunderstandings to which theglobe is a party with respect to the voting of\ncapital stock of theglobe. theglobe has full corporate power and authority\nto deliver theglobe Shares to the Stockholders pursuant to the Merger and\nto transfer to the Stockholders good and valid title to theglobe Shares.\n\n               (b) theglobe owns all of the issued and outstanding capital\nstock of Merger Sub. There are no options, warrants, or other convertible\nor exchangeable securities, subscriptions, rights (including, without\nlimitation, preemptive rights), stock-based or stock-related awards or\nother contracts, agreements or arrangements (or Commitments with respect to\nissuance of any of the foregoing) to which Merger Sub is a party or by\nwhich Merger Sub may be bound of any character relating, or obligating\nMerger Sub, to issue, grant, award, transfer or sell, or based on the value\nof, any issued or unissued shares of Merger Sub capital stock.\n\n     Section 4.5 Securities of theglobe. The shares of theglobe Common\nStock to be issued pursuant to this Agreement have been duly authorized for\nissuance, and such securities, when issued and delivered to the Company's\nStockholders, will be validly issued, fully paid and nonassessable free and\nclear of all Encumbrances except as contemplated by this Agreement.\n\n     Section 4.6 Consents; No Violations. Except as set forth on Schedule\n4.6, neither the execution, delivery or performance of this Agreement or\nthe Ancillary Documents by theglobe or Merger Sub nor the consummation of\nthe transactions contemplated hereby or thereby will (a) conflict with, or\nresult in a breach or a violation of, any provision of the charter or\nbylaws of theglobe or Merger Sub; (b) constitute, with or without notice or\nthe passage of time or both, a breach, violation or default, create an\nEncumbrance, or give rise to any right of termination, modification,\ncancellation, prepayment, suspension, limitation, revocation or\nacceleration, under (i) any Law, (ii) any Order to which theglobe or Merger\nSub is subject or by which theglobe, Merger Sub or any of their respective\nproperties are bound or (iii) any Permit or Commitment of theglobe or\nMerger Sub, or to which theglobe, Merger Sub or any of their respective\nproperties are subject; (c) require any consent, approval or authorization\nof, notification to, filing with, or exemption or waiver by, any\nGovernmental Entity or third party; or (d) create any Encumbrance upon any\nof the assets or properties of theglobe or Merger Sub; except any such\nconflict, breach, violation, default, creation or requirement described in\nany of clauses (a), (b), (c) or (d) that would not have a material adverse\neffect on theglobe's or Merger Sub's ability to consummate the transactions\ncontemplated by this Agreement or the Ancillary Documents.\n\n     Section 4.7 SEC Reports; Financial Statements. (a) theglobe has timely\nfiled all forms, reports and documents (including all Exhibits, Schedules\nand Annexes thereto) required to be filed by it with the Securities and\nExchange Commission (the \"SEC\") since November 12, 1998, including any\namendments or supplements thereto (collectively, including any such forms,\nreports and documents filed after the date hereof, \"theglobe SEC Reports\").\ntheglobe SEC Reports as of their respective filing dates (i) were in all\nmaterial respects in accordance with the requirements of the Securities Act\nor the Securities Exchange Act of 1934, as amended (the \"Exchange Act\"), as\nthe case may be, and the rules and regulations promulgated thereunder, and\n(ii) did not contain any untrue statement of a material fact or omit to\nstate a material fact required to be stated therein or necessary in order\nto make the statements therein, in the light of the circumstances under\nwhich they were made, not misleading.\n\n               (b) The financial statements, including all related notes\nand schedules, contained in theglobe SEC Reports (or incorporated therein\nby reference) fairly present in all material respects, the consolidated\nfinancial position of theglobe and its consolidated subsidiaries as at the\nrespective dates thereof and the consolidated results of operations,\nretained earnings and cash flows of theglobe and its consolidated\nsubsidiaries for the respective periods indicated, in each case in\naccordance with GAAP applied on a consistent basis throughout the periods\ninvolved (except for changes in accounting principles disclosed in the\nnotes thereto) and the rules and regulations of the SEC, except that\ninterim financial statements are subject to normal year-end adjustments\nwhich are not and are not expected to be, individually or in the aggregate,\nmaterial in amount and do not include certain notes which may be required\nby GAAP but which are not required by Form 10-Q of the Exchange Act.\n\n     Section 4.8 Absence of Certain Changes. Since December 31, 1998, there\nhas not occurred any event which would have a material adverse effect on\nthe ability of theglobe or Merger Sub to perform their obligations under\nthis Agreement.\n\n     Section 4.9 Taxes. Neither theglobe nor Merger Sub has taken or agreed\nto take any action that would prevent or impede the Merger from qualifying\nas a reorganization under Section 368 of the Code. Neither theglobe nor\nMerger Sub has failed to take any action which, if such actions were not\ntaken, would prevent or impede the Merger from qualifying as a\nreorganization under Section 368 of the Code.\n\n     Section 4.10 Litigation. Except as disclosed in theglobe SEC Reports\nfiled prior to the date hereof, there is no Litigation pending or, to the\nknowledge of theglobe, threatened, against theglobe or Merger Sub or any of\ntheir properties or assets, except for Litigation which would not,\nindividually or in the aggregate, reasonably be expected to have a material\nadverse effect on the ability of theglobe or Merger Sub to perform their\nobligations under this Agreement.\n\n     Section 4.11 Board Action. The Boards of Directors of theglobe and the\nMerger Sub have approved this Agreement, the Ancillary Documents and the\ntransactions contemplated hereby and thereby, including the Merger.\n\n     Section 4.12 Brokers and Finders. Neither theglobe nor Merger Sub has\nemployed any broker or finder or incurred any Liability for any brokerage\nfees, commissions or finders' fees in connection with the transactions\ncontemplated hereby.\n\n     Section 4.13 Accounting Matters. Neither theglobe nor Merger Sub has\ntaken or agreed to take any action that would prevent theglobe from\naccounting for the business combination to be effected by the Merger as a\npooling-of-interests for accounting purposes.\n\n\n                                 ARTICLE V\n\n                                 COVENANTS\n\n     Section 5.1 No Solicitation. From the date of this Agreement until the\nClosing, other than in connection with the transactions contemplated\nhereby, neither the Company nor any Seller shall solicit, propose or\nfacilitate (including by way of providing information regarding the\nCompany, the Subsidiary or their respective businesses to any Person),\ndirectly or indirectly, any inquiries, discussions, offers or proposals\nfor, continue or enter into negotiations looking toward, or enter into or\nconsummate any agreement or understanding in connection with any offer or\nproposal regarding, any purchase or other acquisition of all or any portion\nof the Company or the Subsidiary, the business or assets of the Company or\nthe Subsidiary (other than the ordinary course of business sale of\ninventory or replacement of assets), or any of the equity securities\n(whether newly issued or currently outstanding) of the Company or the\nSubsidiary, or any merger, business combination or recapitalization\ninvolving the Company, the Subsidiary or their respective businesses, other\nthan as expressly contemplated or permitted by this Agreement; and the\nCompany and the Sellers shall cause the Subsidiary and the officers,\ndirectors, Employees, representatives, agents and Affiliates of the Company\nand the Subsidiary to refrain from engaging in any of the above activities\nthat the Company is restricted from engaging in. The Company shall promptly\nnotify theglobe orally and in writing of any such inquiries, discussions,\noffers or proposals (including, without limitation, the terms and\nconditions of any such offers or proposals, any amendments or revisions,\nand the identity of the Person making any of the foregoing), and shall keep\ntheglobe promptly and fully informed of the status and terms of any such\ninquiry, discussion, offer or proposal.\n\n     Section 5.2 Interim Operations. (a) Unless theglobe otherwise agrees\nin writing and except as otherwise expressly contemplated by this\nAgreement, between the date of this Agreement and the Closing, the Company\nshall, and the Sellers shall cause the Company and the Subsidiary to, (i)\nconduct the business of the Company and the Subsidiary only in the ordinary\ncourse and consistent with past practice; (ii) use reasonable best efforts\nto preserve and maintain their assets and properties and the current\nrelationships of the Company and the Subsidiary with their respective\ncustomers, suppliers, advertisers, distributors, agents, officers and\nEmployees and other Persons with which the Company and the Subsidiary have\nsignificant business relationships; (iii) use reasonable best efforts to\nmaintain all of the material assets owned or used by the Company and the\nSubsidiary in the ordinary course of business consistent with past\npractice; (iv) continue capital expenditures substantially in accordance\nwith the timing and amounts forecast for capital expenditures as set forth\nin the schedule of capital expenditures previously provided by the Company\nto theglobe; (v) maintain insurance in full force and effect substantially\ncomparable in amount, scope and coverage to that in effect on the date of\nthis Agreement; (vi) use reasonable best efforts to preserve the goodwill\nand ongoing operations of the business of the Company and the Subsidiary;\n(vii) maintain the books and records of the Company and the Subsidiary in\nthe usual, regular and ordinary manner, on a basis consistent with past\npractice; (viii) perform and comply in all material respects with its\nCommitments; and (ix) comply in all material respects with applicable Laws.\n\n               (b) Except as expressly contemplated by this Agreement,\nbetween the date of this Agreement and the Closing, the Company will not,\nand the Sellers will cause the Company and the Subsidiary not to, do any of\nthe following without the prior written consent of theglobe:\n\n                    (i) create any Encumbrance on any material properties\n     or assets (whether tangible or intangible) of the Company or the\n     Subsidiary;\n\n                    (ii) (A) other than inventory in the ordinary course of\n     business, sell, assign, transfer, lease or otherwise dispose of or\n     agree to sell, assign, transfer, lease or otherwise dispose of any\n     assets of the Company or the Subsidiary or (B) cancel any indebtedness\n     owed to the Company or the Subsidiary;\n\n                    (iii) merge or consolidate with any Person;\n\n                    (iv) acquire assets or capital stock of or other equity\n     interests in any Person;\n\n                    (v) (A) issue, incur, create, assume or otherwise\n     become liable for any Indebtedness, (B) assume, grant, guarantee or\n     endorse, or make any other accommodation or arrangement making the\n     Company or the Subsidiary responsible for, any Liabilities of any\n     other Person, (C) make any loans, advances or capital contributions\n     to, or investments in, any Person or (D) repay any amounts owing under\n     any Indebtedness;\n\n                    (vi) change any method of accounting or accounting\n     practice used by the Company or the Subsidiary;\n\n                    (vii) (A) enter into or adopt or amend any existing\n     Commitment relating to severance, (B) enter into or adopt or amend any\n     existing severance plan, (C) enter into or adopt or amend any\n     Commitment with any Employee or any Company Employee Plan (including,\n     without limitation, the plans, programs, agreements and arrangements\n     referred to in Section 3.20), (D) grant any options or awards pursuant\n     to equity-based plans, or (E) grant any increases in compensation\n     (except compensation increases associated with promotions and annual\n     reviews in the ordinary course of business, which such compensation\n     increases shall be subject to the prior written approval of theglobe,\n     which approval shall not be unreasonably withheld);\n\n                    (viii) make any change in the Company's or the\n     Subsidiary's Tax accounting methods, any new election with respect to\n     Taxes or any modification or revocation of any existing election with\n     respect to Taxes or settle or otherwise dispose of any Tax audit,\n     dispute, or other Tax proceeding, in each case without theglobe's\n     express written consent thereto.\n\n                    (ix) accelerate or delay the purchase of supplies or\n     inventory, the shipment or sale of inventory, the collection of\n     accounts or notes receivable or the payment of accounts or notes\n     payable or accrued liabilities or expenses or otherwise operate the\n     respective businesses of the Company and the Subsidiary, in each case,\n     in a manner that would be inconsistent with past practice;\n\n                    (x) except as set forth in Schedule 5.2(b)(x), engage\n     in any transaction with any of the Stockholders or any of their\n     Affiliates;\n\n                    (xi) enter into, modify, terminate, amend, or waive,\n     release or assign any rights or claims with respect to any Commitment\n     other than in the ordinary course of business consistent with past\n     practice;\n\n                    (xii) allow the lapse of any rights of ownership or use\n     by the Company or the Subsidiary of any Company Intellectual Property\n     right;\n\n                    (xiii) repurchase, redeem or otherwise acquire or\n     exchange any share of Company Common Stock, issue or sell any\n     additional shares of the capital stock of, or other equity interests\n     in, the Company or the Subsidiary, or issue or sell any securities\n     convertible into or exchangeable for such shares or equity interests,\n     or issue or grant any options, warrants, calls, subscription rights or\n     other rights of any kind to acquire additional shares of such capital\n     stock, such other equity interests or such securities;\n\n                    (xiv) amend the Company's Certificate of Incorporation,\n     as amended, or Amended and Restated Bylaws or the Subsidiary's\n     Memorandum and Articles of Association or equivalent organizational\n     documents of either the Company or the Subsidiary;\n\n                    (xv) declare, set aside, make or pay any dividend or\n     other distribution (whether in cash, stock or property or any\n     combination thereof);\n\n                    (xvi) take any action that is reasonably likely to\n     result in the representations and warranties set forth in Article III\n     becoming false or inaccurate in any material respect as of the Closing\n     Date; or\n\n                    (xvii) agree to take any of the actions referred to in\n     this Section 5.2(b).\n\n     Section 5.3 Tax Provisions. (a) Except as required by Law, the\nSellers, theglobe, and the Surviving Corporation will treat the Merger as a\nreorganization under Section 368 of the Code for all Tax purposes. Except\nas required by Law or this Agreement (including, without limitation,\npayments with respect to dissenter's rights), neither the Sellers, nor\ntheglobe, nor the Surviving Corporation will take any action or fail to\ntake action after the Effective Time that will prevent or impede the Merger\nfrom qualifying as a reorganization under Section 368 of the Code.\n\n               (b) All transfer, transfer gains, documentary, sales, use,\nstamp, registration and other similar Taxes and fees (including any\npenalties, interest, additions to tax, and costs and expenses relating to\nsuch Taxes) incurred in connection with the Merger shall be borne by the\nSellers. The Sellers, at their own expense, shall file all necessary Tax\nReturns and other documentation with respect to all such transfer, transfer\ngains, documentary, sales, use, stamp, registration and other Taxes and\nfees. The Surviving Corporation shall cooperate with the Sellers in the\npreparation of such Tax Returns.\n\n     Section 5.4 Access and Information. (a) From the date hereof until the\nClosing, each of the Company and the Sellers shall, and shall cause the\nSubsidiary and the officers, directors, Employees and agents of the Company\nand the Subsidiary to, afford to theglobe and its officers, directors,\nEmployees, counsel, accountants, advisors, representatives and agents\naccess to the officers, Employees, agents, customers, suppliers, properties\nand offices and other facilities of the Company and the Subsidiary, and to\nthe Company's and the Subsidiary's books and records (including, without\nlimitation, Tax Returns and work papers of the Company's auditors) and\nCommitments, and shall furnish theglobe and such others all financial,\noperating, technical and other data and information which theglobe, through\nits officers, directors, employees, counsel, accountants, advisors,\nrepresentatives or agents, may from time to time reasonably request.\n\n               (b) In connection with the continuing operation of the\nbusiness of the Company and the Subsidiary between the date of this\nAgreement and the Closing, the Company shall, and shall cause the\nSubsidiary to, use all reasonable best efforts to consult in good faith on\na regular and frequent basis with representatives of theglobe to report\nmaterial operational developments and the general status of ongoing\noperations. The Company and the Sellers acknowledge that any such\nconsultation shall not constitute a waiver by theglobe of any rights it may\nhave under this Agreement and that theglobe shall not have any Liability or\nresponsibility for any actions of the Company, the Subsidiary or any of\ntheir officers, directors, Employees, agents or Affiliates with respect to\nmatters which are the subject of such consultations.\n\n     Section 5.5 Consents. The Parties agree to cooperate in obtaining any\nconsents of any third parties necessary or desirable to any Party in\nconnection with the transactions contemplated hereunder (each, a\n\"Consent\"). The Parties agree that in the event such a Consent is not\nobtained prior to the Closing and the Closing occurs, the Sellers will,\nsubsequent to the Closing, cooperate with theglobe and the Surviving\nCorporation in attempting to obtain the Consent.\n\n     Section 5.6 Best Efforts. Subject to the terms and conditions in this\nAgreement, each of the Parties shall use its reasonable best efforts to\ntake promptly, or cause to be taken, all actions and to do promptly, or\ncause to be done, all things necessary, proper or advisable under\napplicable Laws to consummate and make effective the transactions\ncontemplated hereby and to cause the conditions to the Merger to be\nsatisfied.\n\n     Section 5.7 Notice. During the period from the date hereof to the\nClosing, each Party shall give prompt written notice to the other Parties\nof (a) the occurrence, or failure to occur, of any event which occurrence\nor failure would cause or be likely to cause any representation or warranty\nof the Party giving notice contained in this Agreement to be untrue or\ninaccurate in any material respect at any time from the date hereof to the\nClosing, or (b) any failure of the Party giving notice to comply with or\nsatisfy any covenant, condition or agreement to be complied with or\nsatisfied by such Party hereunder; provided, however, that the delivery of\nany notice pursuant to this Section 5.7 shall not limit or otherwise affect\nthe remedies available hereunder to the Parties receiving notice, or modify\nin any way any disclosure made in this Agreement or the Schedules hereto as\nof the date hereof.\n\n     Section 5.8 No Solicitation. Each of the Sellers agrees that for a\nperiod of three years following the Closing it shall not, without the prior\nwritten consent of the Company, directly or indirectly solicit for\nemployment, including, without limitation, recommending to any subsequent\nemployer the solicitation for employment of, or hire, any Employee of the\nCompany or the Subsidiary.\n\n     Section 5.9 Further Assurances. After the Closing, each of the Parties\nwill, at the request of any other Party (a \"Requesting Party\"), execute,\nacknowledge and deliver to such Requesting Party all such further\nassignments, conveyances, endorsements, deeds, powers of attorney, consents\nand other documents and take such other action as a Requesting Party may\nreasonably request to consummate the transactions contemplated hereby.\n\n     Section 5.10 Obligations of the Sellers. Each of the Sellers agrees to\ncause the Company to perform each of its covenants and agreements contained\nin this Agreement and the Ancillary Documents to be performed prior to or\nat the Effective Time, and to be responsible for any breach by the Company\nthereof.\n\n     Section 5.11 Confidentiality. Each of the Sellers agrees that no\nSeller will disclose any Confidential Information after the date hereof to\nany third party. \"Confidential Information\" shall mean any information\nrelating to the Company, the Subsidiary or theglobe which is in the\npossession of any Seller or its Affiliates on the date hereof or on the\nClosing Date, other than information which is or becomes available to the\npublic (other than as a result of the disclosure by such Sellers or any of\nits Affiliates of such information in contravention of the covenants set\nforth in this Section 5.11). The covenants and agreements contained in this\nSection 5.11 shall expire on the fifth anniversary of the Closing Date.\n\n     Section 5.12 Preparation of Information Statement. As soon as\npracticable after the execution of this Agreement, theglobe shall prepare,\nwith the cooperation of the Company and the Sellers, an Information\nStatement (the \"Information Statement\") to be distributed to the\nStockholders (other than the Sellers) which shall constitute a disclosure\ndocument for the offer and sale of the shares of theglobe Common Stock to\nbe received by the Stockholders in the Merger. theglobe, the Company and\neach of the Sellers shall each use reasonable efforts to cause the\nInformation Statement to comply with applicable federal and state\nsecurities laws. The Company agrees to provide promptly to theglobe such\ninformation concerning its business and financial statements and affairs\nand otherwise as, in the reasonable judgment of theglobe or its counsel,\nmay be required or appropriate for inclusion in the Information Statement,\nor in any amendments or supplements thereto, and the Company further agrees\nto cause its counsel and auditors to cooperate with theglobe's counsel and\nauditors in the preparation of the Information Statement. The Company and\neach of the Sellers will promptly advise theglobe orally and in writing if\nat any time prior to the Effective Time any of them shall obtain knowledge\nof any facts that might make it necessary or appropriate to amend or\nsupplement the Information Statement in order to make the statements\ncontained in or incorporated by reference therein not misleading or to\ncomply with applicable law.\n\n     Section 5.13 Comfort Letter; Consents of Auditors. The Company and the\nSellers shall cause PriceWaterhousecoopers LLP to deliver, on a timely\nbasis, (i) all necessary consents to the inclusion of the Financial\nStatements in all filings of theglobe with the SEC and (ii) a \"comfort\"\nletter customary form.\n\n     Section 5.14 Listing Application. As soon as reasonably practicable\nfollowing the Effective Time, theglobe shall prepare and submit to the\nNasdaq National Market a listing application covering the shares of\ntheglobe Common Stock issuable in the Merger, and shall use its reasonable\nbest efforts to obtain approval for the listing of such shares, subject to\nofficial notice of issuance.\n\n     Section 5.15 Director and Officer Indemnification. theglobe agrees\nthat all rights to indemnification or exculpation now existing in favor of\nthe Employees, directors or officers of the Company and the Subsidiary (the\n\"Company Indemnified Parties\") as provided in the Certificate of\nIncorporation, as amended, or the Amended and Restated By-laws of the\nCompany or the Memorandum and Articles of Association of the Subsidiary\nshall continue in full force and effect for a period of not less than two\nyears from the Effective Time; provided, however, that, in the event any\nclaim or claims are asserted or made within such two-year period, all\nrights to indemnification in respect of any such claim or claims shall\ncontinue until disposition of any and all such claims. Notwithstanding\nanything in the first sentence of this Section 5.15 to the contrary, there\nshall be no obligation on the part of the Surviving Corporation or theglobe\nto indemnify or exculpate any Company Indemnified Party for any matter\narising out of the Merger or any matter with respect to which the Sellers\nhave indemnification obligations pursuant to this Agreement.\n\n     Section 5.16 Representation Letters. The Sellers agree to cause the\nCompany's and the Subsidiary's management to promptly deliver to theglobe\nmanagement representation or similar letters requested by the Company or\ntheglobe or their accountants in connection with the delivery of audit\nreports and comfort letters.\n\n     Section 5.17 Demand Notes. The Sellers shall cause each holder of a\nDemand Note to exercise simultaneously with the Effective Time its right to\nhave the Demand Notes held by such holder repaid in shares of theglobe\nCommon Stock in accordance with the original terms of such Demand Notes,\nwhich shall result in the delivery to the holder of each Demand Note of an\namount of shares of theglobe Common Stock equal to the product of the\nnumber of Demand Note Company Shares deemed allocable to the Demand Notes\nheld by such holder multiplied by the Merger Consideration Per Share. Such\ndelivery shall be in full satisfaction of all amounts owing and all other\nobligations of the Company and theglobe arising under and with respect to\nthe Demand Notes, and such delivery shall be deemed made at the Closing and\nthe holder of the Demand Notes shall be deemed to be the record holder of\nsuch shares for all purposes. The Sellers shall deliver each Demand Note at\nthe Closing, at which each such Demand Note shall be cancelled.\n\n     Section 5.18 Termination of Certain Agreements. The Company and each\nof the Sellers that is a party to any of (i) the Voting Trust Agreement,\ndated November 10, 1998, by and among, Fog Studios, Inc., the Company and\nDavid C. Rae, (ii) the Common Stock Purchase Agreement, dated as of\nDecember 30, 1998, by and among the Company, David Rae, Maricopa Investment\nCorporation, Ensign Trading Company, Frank Crothers, and Edward Miller, and\nthe purchasers listed on Exhibit A thereto, (iii) the Investors' Rights\nAgreement, dated as of December 30, 1998, by and among the Company and the\ninvestors listed on Exhibit A thereto, (iv) the Shareholders Agreement,\ndated as of November 26, 1996, by and among the Company and the other\nparties signatory thereto, (v) the Put Agreement, dated as of February 6,\n1997, by and between the Company and David Jonathan Hardy Stanworth, (vi)\nthe Put Agreement, dated as of February 6, 1997, by and between the Company\nand David F. Sparkes, (vii) the Put Agreement, dated as of February 6,\n1997, by and between the Company and Jonathan Roy, or (viii) the Share\nPurchase Agreement, dated February 6, 1997, David Jonathan Hardy Stanworth\nand David F. Sparkes, agree that effective simultaneously with the\nEffective Time (each, a \"Terminating Agreement\"), each such agreement to\nwhich it is a party (including all obligations of the Company thereunder)\nshall terminate and be of no further force and effect.\n\n     5.19 Conveyance Agreement. The Company and Sellers agree to obtain an\nagreement from Accursed Toys, Inc. in form and substance satisfactory to\ntheglobe confirming that the consummation of the transactions contemplated\nhereby shall not cause any acceleration of the Company's obligations under\nthe Conveyance Agreement (the \"Accursed Confirmation Agreement\").\n\n\n                                 ARTICLE VI\n\n                                 CONDITIONS\n\n     Section 6.1 Conditions to Obligations of theglobe and Merger Sub. The\nobligations of theglobe and Merger Sub to consummate the Merger and the\nother transactions contemplated by this Agreement shall be subject to the\nsatisfaction or waiver at or prior to the Effective Time of each of the\nfollowing conditions:\n\n               (a) Representations and Warranties. Each representation and\nwarranty of the Company and each Seller contained in this Agreement shall\nbe true and correct in all material respects (without giving effect to any\nmateriality (or correlative meaning) qualifications included in such\nrepresentations and warranties) when made and on and as at the Effective\nTime (except to the extent such representations and warranties shall have\nbeen expressly made as of an earlier date, in which case such\nrepresentations and warranties shall have been true and correct as of such\nearlier date) with the same force and effect as if made on and as at the\nEffective Time.\n\n               (b) Agreements and Covenants. The Company and each Seller\nshall have performed in all material respects each agreement and covenant\nrequired by this Agreement to be performed by them at or before the\nEffective Time.\n\n               (c) Certificates. theglobe shall have received a certificate\nof the Sellers certifying that the conditions set forth in paragraphs (a)\nand (b) above have been satisfied.\n\n               (d) Consents. All Consents necessary or desirable in\nconnection with any item disclosed or required to be disclosed pursuant to\nclauses (ii)(z), (iii) or (iv) of Section 3.7(a) shall have been obtained\nor given.\n\n               (e) Stockholder Consent. The holders of at least 90% of the\noutstanding shares of the Company Common Stock shall have executed (and not\nsubsequently revoked their consent pursuant to) an action of stockholders\nby written consent pursuant to Section 228 of the DGCL adopting this\nAgreement and approving the Merger in accordance with Section 251 of the\nDGCL (the \"Stockholder Consent\") and the Stockholder Consent shall have\nbeen delivered to theglobe, provided that theglobe shall have the right at\nany time to lower the 90% threshold, but not below the minimum amount\nrequired for such consent pursuant to the DGCL.\n\n               (f) No Prohibitions. No statute, rule or regulation or order\nof any court or administrative agency shall be in effect which prohibits\ntheglobe or Merger Sub from consummating the transactions contemplated\nhereby.\n\n               (g) No Material Adverse Change. Since December 31, 1998, the\nCompany shall not have suffered any material adverse change in the\nbusiness, assets liabilities, results of operations or prospects of the\nCompany.\n\n               (h) Employment Agreements. Each of the persons listed on\nSchedule 6.1(h) shall have executed and delivered an Employment Agreement\nin form and substance satisfactory to theglobe.\n\n               (i) Opinion of the Company's Counsel. theglobe shall have\nreceived an opinion, on and dated the Closing Date, from Buchanan\nIngersoll, outside counsel to the Company, in form and substance reasonably\nsatisfactory to theglobe.\n\n               (j) Blue Sky Approvals. theglobe shall have obtained all\nnecessary blue sky approvals for the issuance of the theglobe Common Stock\npursuant to the Merger.\n\n               (k) Secretary's Certificate. The Company shall have\ndelivered to theglobe a certificate of its Secretary certifying as to:\n\n                    (i) the Stockholder Consent and resolutions of the\n     Company's Board of Directors authorizing the execution, delivery and\n     performance of this Agreement and the execution, delivery and\n     performance of all other agreements, documents and transactions\n     contemplated hereby; and\n\n                    (ii) the incumbency of its officers executing this\n     Agreement and the Ancillary Documents.\n\n               (l) Escrow Agreement. The Company, each of the Sellers and\nthe Escrow Agent shall have executed the Escrow Agreement.\n\n               (m) Demand Notes. Each of the Demand Notes shall have been\nrepaid for shares of theglobe Common Stock in accordance with Section 5.17\nand the terms of such Demand Note.\n\n               (n) Regulation S. Each Stockholder who is not a \"U.S.\nperson\" within the meaning of Regulation S shall have executed and\ndelivered to theglobe a letter in the form attached as Exhibit 6.1(n)\nhereto. theglobe shall be entitled to place legends as specified in such\nletters on the certificates representing any shares of theglobe Common\nStock to be received by such Stockholders pursuant to the terms of this\nAgreement, and to issue appropriate stop transfer instructions to the\ntransfer agent for theglobe Common Stock consistent with the terms of such\nletters.\n\n               (o) Intellectual Property Rights. Each of the persons listed\non Schedule 6.1(o) hereto shall have executed and delivered an assignment\nof intellectual property rights in the form attached as Exhibit 6.1(o)\nhereto.\n\n               (p) Certain Terminations. Agreements terminating each of the\nTerminating Agreements in form and substance satisfactory to theglobe shall\nhave been executed and delivered by the parties thereto and shall be in\nfull force and effect at the Effective Time.\n\n               (q) Accursed Toys Confirmation Agreement. The Accursed\nConfirmation Agreement shall have been executed and delivered by Accursed\nToys, Inc. and the Company and shall be in full force and effect at the\nEffective Time.\n\n     Section 6.2 Conditions to Obligations of the Company and the Sellers.\nThe obligations of the Company and the Sellers to consummate the Merger and\nthe other transactions contemplated by this Agreement shall be subject to\nthe satisfaction or waiver at or prior to the Effective Time of each of the\nfollowing conditions:\n\n               (a) Representations and Warranties. Each representation and\nwarranty of theglobe and Merger Sub contained in this Agreement shall be\ntrue and correct in all material respects (without giving effect to any\nmateriality (or correlative meaning) qualifications included in such\nrepresentations and warranties) when made and on and as at the Effective\nTime (except to the extent such representations and warranties shall have\nbeen expressly made as of an earlier date, in which case such\nrepresentations and warranties shall have been true and correct as of such\nearlier date) with the same force and effect as if made on and as at the\nEffective Time.\n\n               (b) Agreements and Covenants. Each of theglobe and Merger\nSub shall have performed in all material respects each of its agreements\nand covenants required by this Agreement to be performed by them at or\nbefore the Effective Time.\n\n               (c) Certificates. The Company shall have received a\ncertificate of theglobe certifying that the conditions set forth in\nparagraphs (a) and (b) above have been satisfied.\n\n               (d) No Prohibition. No statute, rule or regulation or order\nof any court or administrative agency shall be in effect which prohibits\nthe Company or the Sellers from consummating the transactions contemplated\nhereby.\n\n               (e) Secretary's Certificate. Each of theglobe and Merger Sub\nshall have delivered to the Company a certificate of its secretary\ncertifying as to:\n\n                    (i) resolutions of its Board of Directors authorizing\n     the execution, delivery and performance of this Agreement and the\n     execution, delivery and performance of all other agreements, documents\n     and transactions contemplated hereby; and\n\n                    (ii) the incumbency of its officers executing this\n     Agreement and the Ancillary Documents.\n\n               (f) Escrow Agreement. theglobe, Merger Sub and the Escrow\nAgent shall have executed the Escrow Agreement.\n\n               (g) Registration Rights Agreement. theglobe shall have\nexecuted and delivered the Registration Rights Agreement.\n\n\n                                ARTICLE VII\n\n                                TERMINATION\n\n     Section 7.1 Termination. This Agreement may be terminated at any time\nbefore the Effective Time (except as otherwise provided) as follows:\n\n               (a) by mutual written consent of each of theglobe and the\nCompany;\n\n               (b) by either the Company or theglobe, if the Effective Time\nshall not have occurred on or before April 30, 1999 (the \"Termination\nDate\").\n\n               (c) by either the Company or theglobe, if there shall have\nbeen a breach by the other (or any Affiliate of the other) of any of its\n(x) representations or warranties contained in this Agreement, which breach\nwould result in the failure to satisfy one or more of the conditions set\nforth in Section 6.1(a) (in the case of a breach by the Company or any of\nits Affiliates) or Section 6.2(a) (in the case of a breach by theglobe or\nany of its Affiliates), or (y) covenants or agreements contained in this\nAgreement, which breach would result in the failure to satisfy one or more\nof the conditions set forth in Section 6.1(b) (in the case of a breach by\nthe Company or any of its Affiliates) or Section 6.2(b) (in the case of a\nbreach by theglobe or any of its Affiliates), and in any such case such\nbreach shall be incapable of being cured or, if capable of being cured,\nshall not have been cured within 15 days after written notice thereof shall\nhave been received by the Party alleged to be in breach.\n\n     Section 7.2 Effect of Termination and Abandonment. In the event of\ntermination of this Agreement pursuant to this Article VII, this Agreement\nshall become void and of no effect with no Liability on the part of any\nParty (or of any of its representatives); provided, however, that no such\ntermination shall relieve the defaulting or breaching Party (whether or not\nit is the terminating Party hereto) from any Liability to any other Party\nhereto; and provided, further, that Sections 5.11, 9.2, 9.8 and 9.9 and\nthis Section 7.2 shall survive the termination of this Agreement.\n\n\n                                ARTICLE VIII\n\n                              INDEMNIFICATION\n\n     Section 8.1 Survival. The representations and warranties of the\nParties contained herein or in any Ancillary Document shall expire,\ntogether with any associated right of indemnification, on the second\nanniversary of the Closing Date, except that the representations and\nwarranties set forth in Sections 3.6(b), 3.18 and 3.20(i) shall survive\nuntil 30 days following the expiration of the applicable statute of\nlimitations (including any extensions thereof) and the representations and\nwarranties set forth in Section 3.3 shall not expire. After the expiration\nof such periods, any claim by a Party based upon any such representation or\nwarranty shall be of no further force and effect, except to the extent a\nParty has asserted a claim in accordance with this Article VIII for breach\nof any such representation or warranty prior to the expiration of such\nperiod, in which event any representation or warranty to which such claim\nrelates shall survive with respect to such claim until such claim is\nresolved as provided in this Article VIII. All covenants and agreements of\nthe Parties shall survive the Closing until performed in accordance with\ntheir terms.\n\n     Section 8.2 Indemnification by theglobe. (a) From and after the\nClosing Date, theglobe shall indemnify, defend and hold harmless the\nSellers and their Affiliates (collectively, the \"Sellers Indemnified\nGroup\") from and against all Liabilities, losses, damages, penalties,\nclaims (including third-party claims, whether or not meritorious), costs,\ninterest, judgments, fines, amounts paid in settlement and expenses\n(including, without limitation, reasonable attorney's fees, whether\nincurred in connection with a claim for indemnification hereunder or in\nconnection with any third party claim) (collectively, \"Losses\") incurred or\nsuffered by any member of the Sellers Indemnified Group based upon,\nresulting from or arising out of (i) the breach of any representation or\nwarranty of theglobe or Merger Sub contained in this Agreement or any of\nthe Ancillary Documents or (ii) the breach of any covenant or agreement of\ntheglobe or Merger Sub contained in this Agreement or any of the Ancillary\nDocuments.\n\n               (b) theglobe's indemnification obligations pursuant to\nSection 8.2(a)(i) shall be effective only after the amount of Losses, in\nthe aggregate, incurred by the Seller Indemnified Group exceed $250,000,\nand if such aggregate liabilities exceed $250,000, theglobe shall be liable\nfor all such Losses, subject to the following sentence, but only to the\nextent such Losses exceed the initial $250,000. The maximum amount\nrecoverable by the Seller Indemnified Group, in the aggregate, under\nSection 8.2(a)(i) shall be the aggregate number of shares of theglobe\nCommon Stock issuable in connection with the Merger or the repayment of the\nDemand Notes (collectively, the \"Issuable Shares\"). theglobe shall make\nindemnification payments pursuant to this Section 8.2 in the form of\ntheglobe Common Stock, and any such shares shall be valued at the Reference\nShare Price.\n\n               (c) The Sellers each acknowledge and agree that, except (i)\nas expressly otherwise provided herein or (ii) to the extent any Losses\nincurred by such Party result from any fraudulent misrepresentation by\ntheglobe, the Seller Indemnified Group's sole and exclusive monetary remedy\nwith respect to any and all claims based upon, resulting from or arising\nout of the breach of this Agreement or any Ancillary Document by theglobe\nor Merger Sub or (following the Effective Time) the Company shall be\npursuant to the indemnification provisions of this Article VIII (including,\nwithout limitation, Section 8.1).\n\n     Section 8.3 Indemnification by the Sellers. (a) From and after the\nClosing Date, each of the Sellers, jointly and severally, shall indemnify,\ndefend and hold harmless theglobe, Merger Sub, the Surviving Corporation,\nthe Subsidiary and each of their respective Affiliates, officers,\ndirectors, employees, members, agents, successors, transferees and assigns\n(collectively, \"theglobe Indemnified Group\") from and against all Losses\nincurred or suffered by any member of theglobe Indemnified Group based\nupon, resulting from or arising out of (i) the breach of any representation\nor warranty of any of the Sellers or the Company contained in this\nAgreement or any of the Ancillary Documents, (ii) the breach of any\ncovenant or agreement of any of the Sellers (provided, however, that in no\nevent will any Seller be liable for any breach of the covenants contained\nin Section 5.8 of this Agreement by any other Seller) or the Company (but\nwith respect to the Company only for breaches of covenants and agreements\nto be performed prior to or at the Effective Time) contained in this\nAgreement or any of the Ancillary Documents, (iii) any Indebtedness, other\nthan pursuant to the Conveyance Agreement and any portion of the\nNon-Permitted Indebtedness Amount (including Indebtedness pursuant to the\nDemand Notes) for which the Aggregate Consideration was reduced, incurred\nprior to or at the Effective Time which remains outstanding at the\nEffective Time (the Losses to include the dollar amount of any such\nIndebtedness), (iv) the exercise of dissenters' rights by holders of\nDissenting Shares (the Losses to include the entire amount of any payments\nrequired to be made by the Company in respect of dissenters' rights), (v)\nany inaccuracies in the Closing Certificate, (vi) any claims relating to\nshares of Company Common Stock issued, and warrants, options or other\nequity awards granted, by the Company, and (vii) any claims relating to or\ninvolving the treatment of any Options granted prior to the Closing Date as\n\"incentive stock options\" within the meaning of Section 422 of the Code.\n\n               (b) The Sellers' indemnification obligations pursuant to\nSection 8.3(a)(i) shall be effective only after the amount of Losses, in\nthe aggregate, incurred by theglobe Indemnified Group exceed $250,000 (the\n\"Basket\"), and if such aggregate liabilities exceed the Basket the Sellers\nshall be liable for the dollar value of such liabilities in excess of the\nBasket, but only to the extent such Losses exceed the Basket. The Basket\nshall not be applicable to a breach of the representations and warranties\nin Sections 3.3, 3.6(b), 3.18 and 3.20(i). The maximum amount recoverable,\nin the aggregate, under Section 8.3(a)(i) from any Seller shall be an\namount in cash equal to the product of (x) the Issuable Shares issued to\nsuch Seller multiplied by (y) the Reference Share Price (each, a \"Seller\nCap\"); provided, however, that the Seller Caps shall not be applicable to\namounts recoverable as a result of a breach of the representations and\nwarranties contained in Sections 3.3, 3.6(b), 3.18 and 3.20(i).\n\n               (c) The materiality (or correlative meaning) qualifications\nincluded in the representations and warranties set forth in Article III\nshall have no effect on any provisions in this Section 8.3 concerning the\nindemnities of the Seller with respect to such representations and\nwarranties, each of which is given as though there were no materiality\nqualification for purposes of such indemnities.\n\n               (d) The Company and theglobe each acknowledge and agree\nthat, except (i) as expressly otherwise provided herein or (ii) to the\nextent any Losses incurred by such Party result from any fraudulent\nmisrepresentation by the Sellers or (prior to or at the Effective Time) the\nCompany, theglobe Indemnified Group's sole and exclusive economic remedy\nwith respect to any and all claims based upon, resulting from or arising\nout of the breach of this Agreement or any Ancillary Document by the\nSellers or (prior to or at the Effective Time) the Company shall be\npursuant to the indemnification provisions of this Article VIII.\n\n     Section 8.4 Escrow. (a) The number of shares of theglobe Common Stock\ndelivered to the Sellers at or following the Effective Time pursuant to\nSection 2.5(c) or Section 5.19 shall be reduced on a pro rata basis by an\naggregate number of shares equal to ten percent of the Issuable Shares (the\n\"Escrowed Shares\"). The Escrowed Shares shall be held in escrow pursuant to\nan Escrow Agreement in the form attached as Exhibit 8.4 hereto (the \"Escrow\nAgreement\"). At the Effective Time, theglobe shall deposit the Escrowed\nShares with the escrow agent (the \"Escrow Agent\") pursuant to the terms of\nthe Escrow Agreement. For such period of time that the Escrowed Shares are\nheld in Escrow, the Seller shall have all rights with respect to the voting\nof such shares in connection with all matters coming before a vote of the\nholders of shares of theglobe Common Stock.\n\n               (b) Notwithstanding anything in this Article VIII to the\ncontrary, any claim by a member of theglobe Indemnified Group for\nindemnification against any Seller shall first be satisfied by recourse to\nthe Escrowed Shares. Any claim by a member of theglobe Indemnified Group\nfor indemnification shall be made by giving written notice in accordance\nwith the terms of Section 8.5. In accordance with the terms of the Escrow\nAgreement, the Escrow Agent shall release to the member of theglobe\nIndemnified Group Escrowed Shares, as applicable, having an aggregate value\n(with shares valued at the Closing Share Price) equal to the Losses, if\nany, ultimately allowed under such claim. theglobe shall thereupon retire\n(and hold in treasury) or cancel such released shares and, if the member of\ntheglobe Indemnified Group with respect to such Losses is not theglobe, pay\nor cause to be paid such Losses to such member of theglobe Indemnified\nGroup.\n\n               (c) For purposes of this Section 8.4 and the Escrow\nAgreement, in view of the fact that successful claims for indemnification\nwill ultimately have the effect of reducing the number of shares issuable\nto the Sellers, David Rae shall act as the representative and\nattorney-in-fact (the \"Representative\") on behalf of himself and all of the\nother Sellers, subject to the provisions of Section 8.4(d). The\nRepresentative shall keep the Sellers reasonably informed of his decisions\nof a material nature. The Representative is authorized to take any action\ndeemed by him appropriate or reasonably necessary to carry out the\nprovisions of, and is authorized to act on behalf of, the Sellers for all\npurposes related to this Article VIII, including the acceptance of service\nof process upon the Sellers and the acceptance or compromise of claims for\nindemnification, and all decisions and actions of the Representative shall\nbe binding and conclusive upon the Sellers and may be relied upon by\ntheglobe Indemnified Parties and the Escrow Agent as the decision and\naction of all of the Sellers.\n\n               (d) The Representative shall not be liable to any of the\nSellers for any error of judgment, act done or omitted by him in good\nfaith, or mistake of fact or Law unless caused by his own gross negligence\nor willful misconduct. In taking any action or refraining from taking any\naction whatsoever the Representative shall be protected in relying upon any\nnotice, paper or other document reasonably believed by him to be genuine,\nor upon any evidence reasonably deemed by him to be sufficient. The\nRepresentative may consult with counsel in connection with his duties and\nshall be fully protected in any act taken, suffered or permitted by him in\ngood faith in accordance with the advice of counsel. The Representative\nshall not be responsible for determining or verifying the authority of any\nPerson acting or purporting to act on behalf of any party to this Agreement\nor the Escrow Agreement.\n\n     Section 8.5 Indemnification Procedure. (a) The party seeking\nindemnification under this Agreement (the \"Indemnified Party\") shall\npromptly notify the party from which indemnification is being sought (the\n\"Indemnifying Party\") (or, if indemnification is sought pursuant to the\nEscrow Agreement, the Representative and the Escrow Agent) of the facts and\ncircumstances upon which the Indemnified Party intends to base a claim for\nindemnification hereunder (\"Notices\"). Notice shall in all events be\nconsidered prompt if given (1) no later than 15 days after the Indemnified\nParty learns of the facts upon which it will claim such indemnification or\n(2) if earlier, in sufficient time to allow the Indemnifying Party to\nexercise its rights pursuant to this Article VIII; provided, however, that\nthe failure to provide such Notice of claims promptly (so long as a notice\nof claims is given before the date on which the applicable representation\nor warranty ceases to survive) shall not affect the obligations of the\nIndemnifying Party hereunder except to the extent the Indemnifying Party is\nprejudiced thereby. The Indemnifying Party shall have the right, at its own\ncost, to participate jointly in the defense of any third-party claim,\ndemand, lawsuit or other proceeding in connection with which the\nIndemnified Party has claimed indemnification hereunder, and may elect (the\n\"Election\") to take over the defense of such claim within 10 business days\nfollowing Notice thereof upon its written unconditional acknowledgment of\nits obligation to indemnify the Indemnified Party with respect to such\nclaim; provided, however, that theglobe shall be permitted, at its option,\nto require that the Sellers shall not take over the defense of any claim\nbrought by any Person with which theglobe or the Surviving Corporation has\na material business relationship against any member of theglobe Indemnified\nGroup for which indemnification is available pursuant to this Article VIII,\nand upon exercise of such option such member of theglobe Indemnified Group\nshall defend such claim, subject to the following conditions: (i) the\nSellers shall be entitled, in their discretion and at their expense, to\nengage counsel and to participate in any discussions, meetings,\nnegotiations and other communications which may be held or conducted\nbetween such member of theglobe Indemnified Group and such customer or\nsupplier, or their respective counsels, with respect to such claim; (ii)\nsuch member of theglobe Indemnified Group shall consult with the\nRepresentative before making or communicating to such customer or supplier,\nor its counsel, any decisions concerning such member's strategy or position\nwith respect to the defense of such claim; and (iii) such member of\ntheglobe Indemnified Group shall not settle or otherwise dispose of such\nclaim without the consent of the Representative. If the Indemnifying Party\nmakes an Election, (x) it shall keep the Indemnified Party informed as to\nthe status of the applicable matter and shall send promptly copies of all\npleadings to the Indemnified Party, (y) with respect to any issue involved\nin such claim, it shall have the sole right, with respect to claims or\nportions of claims seeking monetary damages only, to settle or otherwise\ndispose of such claim on such terms as it, in its sole discretion, shall\ndeem appropriate; provided, however, that the consent of the Indemnified\nParty to the settlement or disposition shall be required if such settlement\nor disposition shall result in or would reasonably be expected to result in\nany Liability to, equitable relief against or adverse business effect on\nthe Indemnified Party, which consent shall not be unreasonably withheld or\ndelayed, and (z) the Indemnified Party shall have the right to participate\njointly in the defense of such claim, but shall do so at its own cost not\nsubject to reimbursement. If the Indemnifying Party does not elect to take\nover the defense of a third-party claim, the Indemnified Party shall have\nthe right to contest, compromise or settle such claim in the exercise of\nits reasonable judgment.\n\n               (b) Notwithstanding any provision of this Article VIII to\nthe contrary, with respect to any third-party claim or demand that the\nIndemnifying Party is defending, the Indemnified Party shall have the right\nto retain separate counsel to represent it and the Indemnifying Party shall\npay the fees and expenses of such separate counsel if the Indemnified Party\nreceives and certifies to the Indemnified Party that it has received advice\nof counsel to the effect that there exist sufficient conflicts that make it\nreasonably necessary or appropriate for separate counsel to represent the\nIndemnified Party and the Indemnifying Party.\n\n               (c) The amounts for which an Indemnifying Party shall be\nliable under Sections 8.2 and 8.3 of this Agreement shall be net of any\ninsurance proceeds received by the Indemnified Party (less the costs of\ncollection of such insurance proceeds) compensating the Indemnified Party\nfor Losses of the Indemnified Party for which the Indemnifying Party would\notherwise be liable pursuant to this Article VIII.\n\n\n                                 ARTICLE IX\n\n                               MISCELLANEOUS\n\n     Section 9.1 Public Announcements. No Party shall make any public\nstatements, including, without limitation, any press releases, with respect\nto this Agreement and the transactions contemplated hereby without the\nprior written consent of the Company and theglobe, except as may be\nrequired by Law.\n\n     Section 9.2 Notices. All notices and other communications given or\nmade pursuant hereto shall be in writing and shall be deemed to have been\nduly given or made as of the date of receipt and shall be delivered\npersonally or mailed by registered or certified mail (postage prepaid,\nreturn receipt requested), sent by overnight courier or sent by telecopy\n(with a hard copy following), to the applicable Party at the following\naddresses or telecopy numbers (or at such other address or telecopy number\nfor a Party as shall be specified by like notice):\n\n               (a) if to the Company or any Seller or other Stockholder:\n\n                   Attitude Network, Ltd.\n                   10621 Airport Pulling Road North, Suite 5\n                   Naples, Florida  34108\n                   Attention:  Mr. David Rae\n                   Telecopy No.:  (941) 513-9555\n\n                   With a copy to:\n\n                   Cheffy Passidomo Wilson and Johnson\n                   821 Fifth Street South\n                   Suite 200\n                   Naples, Florida  34102\n                   Attention:   Ed Cheffy, Esq.\n                                Kevin Carmichael, Esq.\n                   Telecopy No.:  (941) 436-1535\n\n                   and a copy to:\n\n                   Buchanan Ingersoll, P.C.\n                   Nationsbank, Suite 2100\n                   100 S.E. 2nd Street\n                   Miami, Florida  33131\n                   Attention: Ralph B. Bekkevold, Esq.\n                   Telecopy No.:  (305) 347-4089\n\n               (b) if to theglobe or Merger Sub:\n\n                   theglobe.com, inc.\n                   31 West 21st Street\n                   New York, New York  10010\n                   Attention:  Mr. Todd V. Krizelman\n                   Telecopy No.:  (212) 367-8604\n\n                   With a copy to:\n\n                   Fried, Frank, Harris, Shriver &amp; Jacobson\n                   One New York Plaza\n                   New York, New York  10004\n                   Attention:  Valerie Ford Jacob, Esq.\n                               Lawrence N. Barshay, Esq.\n                   Telecopy No.:  (212) 859-4000\n\n     Section 9.3 Certain Definitions; Certain Interpretations. (a) For\npurposes of this Agreement, the following terms shall have the following\nmeanings:\n\n                         \"Affiliate\" of a Person means a Person that\n     directly or indirectly, through one or more intermediaries, controls,\n     is controlled by, or is under common control with, the first mentioned\n     Person. Each of the Company and the Subsidiary shall be deemed to be\n     an Affiliate of the Sellers and the Stockholders before the Effective\n     Time and an Affiliate of theglobe after the Effective Time.\n\n                         \"Ancillary Documents\" shall mean all Commitments,\n     certificates and other documents delivered simultaneously with this\n     Agreement or to be delivered at the Closing in connection with the\n     transactions contemplated hereby including, without limitation, the\n     Employment Agreements.\n\n                         \"control\" (including the terms \"controlled by\" and\n     \"under common control with\") means the possession, direct or indirect,\n     of the power to direct or cause the direction of the management and\n     policies of a Person, whether through the ownership of stock, as\n     trustee or executor, by contract or credit arrangement or otherwise.\n\n                         \"Person\" shall mean an individual, a corporation,\n     a limited liability company, a partnership, an association, a trust or\n     any other entity or organization, including a Governmental Entity.\n\n               (b) Whenever the words \"include,\" \"includes\" or \"including\"\nare used in this Agreement, they shall be understood to be followed by the\nwords \"without limitation\" if such words are not already present. The words\n\"to the knowledge of the Company and the Sellers\" and words of similar\nimport shall mean the knowledge of any officer of the Company or the\nSubsidiary or any Seller.\n\n               (c) All pronouns used herein shall be deemed to refer to the\nmasculine, feminine or neuter gender as the context requires.\n\n     Section 9.4 Headings. The headings contained in this Agreement are for\nreference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement.\n\n     Section 9.5 Severability. If any term or other provision of this\nAgreement is invalid, illegal or incapable of being enforced by any rule of\nlaw or public policy, all other conditions and provisions of this Agreement\nshall nevertheless remain in full force and effect so long as the economic\nor legal substance of the transactions contemplated hereby is not affected\nin any manner materially adverse to any Party. Upon a determination that\nany term or other provision is invalid, illegal or incapable of being\nenforced, the Parties shall negotiate in good faith to modify this\nAgreement so as to effect the original intent of the Parties as closely as\npossible in an acceptable manner to the end that the transactions\ncontemplated hereby are fulfilled to the maximum extent possible.\n\n     Section 9.6 Entire Agreement; No Third-Party Beneficiaries. This\nAgreement, constitutes the entire agreement and supersedes any and all\nother prior agreements and undertakings, both written and oral, among the\nParties, or any of them, with respect to the subject matter hereof and,\nexcept as specifically set forth herein, does not and is not intended to,\nconfer upon any Person other than the Parties any rights or remedies\nhereunder.\n\n     Section 9.7 Assignment. Except as otherwise set forth herein, this\nAgreement shall not be assigned by any Party by operation of law or\notherwise without the express written consent of each of the other Parties.\n\n     Section 9.8 Governing Law. This Agreement shall be governed by and\nconstrued in accordance with, the laws of the State of New York without\nregard to the conflicts of laws provisions thereof, provided that the\nprovisions of Article II relating to the form of Merger shall be governed\nby the applicable provisions of the DGCL. Each of the Parties irrevocably\nand unconditionally consents to submit to the exclusive jurisdiction of the\ncourts of the State of New York and the courts of the United States of\nAmerica each located in the Borough of Manhattan in the City of New York\nfor any Litigation arising out of or relating to this Agreement or the\nMerger or any of the other transactions contemplated hereby (and agrees not\nto commence any Litigation relating hereto except in these courts), and\nfurther agrees that service of any process, summons, notice or document by\nU.S. registered mail to its respective address set forth in Section 9.2\nshall be effective service of process for any Litigation brought against it\nin any such court. Each of the Parties hereby irrevocably and\nunconditionally waives any objection to the laying of venue of any\nLitigation arising out of this Agreement or the Merger or any of the other\ntransactions contemplated hereby in the courts of the State of New York or\nthe courts of the United States of America located in the Borough of\nManhattan in the City of New York and hereby further irrevocably and\nunconditionally waives and agrees not to plead or claim in any such court\nthat any such Litigation brought in any such court has been brought in an\ninconvenient forum. Each of the Parties hereby irrevocably and\nunconditionally waives any right it may have to trial by jury in connection\nwith any Litigation arising out of or relating to this Agreement, the\nMerger or any of the other transactions contemplated hereby or thereby.\n\n     Section 9.9 Transaction Costs. All Transaction Costs other than\nInvoiced Transaction Costs which reduced the Aggregate Consideration shall\nbe paid by the Sellers. All fees and expenses of financial, legal,\naccounting and other advisors retained by the Sellers and other\nout-of-pocket costs of the Sellers incurred in connection with the\ntransactions contemplated hereby shall be paid by the Sellers. All fees and\nexpenses of financial, legal, accounting and other advisors retained by\ntheglobe and other out-of-pocket costs of theglobe incurred in connection\nwith the transactions contemplated hereby shall be paid by theglobe.\n\n     Section 9.10 Amendments. This Agreement may be amended at any time\nbefore the Effective Time but only pursuant to a writing executed and\ndelivered by theglobe and the Company and only in accordance with the\nprovisions of applicable Law.\n\n     Section 9.11 Counterparts. This Agreement may be executed in one or\nmore counterparts, and by the different Parties in separate counterparts,\neach of which when executed shall be deemed to be an original, but all of\nwhich shall constitute one and the same agreement.\n\n\n          IN WITNESS WHEREOF, the Parties have caused this Agreement to be\nexecuted as of the date first written above by their respective officers\nthereunto duly authorized.\n\n                                   theglobe.com, inc.\n\n                                   By: \/s\/ Edward A. Cespedes \n                                      -----------------------------------  \n                                       Name:  Edward A. Cespedes\n                                       Title: Vice President\n\n\n                                   BUCKY ACQUISITION CORP.\n\n                                   By: \/s\/ Edward A. Cespedes                 \n                                      -----------------------------------\n                                       Name:  Edward A. Cespedes\n                                       Title: Treasurer and Secretary\n\n\n                                   ATTITUDE NETWORK LTD.\n\n                                   By: \/s\/ David C. Rae                       \n                                      -----------------------------------\n                                       Name:  David C. Rae\n                                       Title: Chief Executive Officer\n\n                                   SELLERS:\n\n                                   \/s\/ David C. Rae                           \n                                   --------------------------------------\n                                   David C. Rae\n\n\n                                   \/s\/ Kim Brown                              \n                                   --------------------------------------\n                                   Kim Brown\n\n\n                                   \/s\/ Frank J. Crothers                      \n                                   --------------------------------------\n                                   Frank J. Crothers\n\n\n                                   \/s\/ Edward M. Miller                       \n                                   --------------------------------------\n                                   Edward M. Miller\n\n\n\n                                   \/s\/ David Mobley                           \n                                   --------------------------------------\n                                   David Mobley\n\n\n\n                                   MARICOPA INVESTMENT CORPORATION\n\n\n                                   By: \/s\/ David M. Mobely                    \n                                      -----------------------------------\n                                       Name:  David M. Mobley\n                                       Title:\n\n\n                                   CARIBBEAN CHILDREN'S FOUNDATION, LTD.\n\n\n                                   By: \/s\/ Edward Miller                      \n                                      -----------------------------------\n                                       Name:  Edward Miller\n                                       Title: Investment Advisor\n\n\n                                   ENSIGN TRADING CORPORATION\n\n\n                                   By: \/s\/ David M. Mobley                    \n                                      -----------------------------------\n                                       Name:  David M. Mobley\n                                       Title:\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9046],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9626],"class_list":["post-43126","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-theglobecom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43126","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43126"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43126"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43126"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43126"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}