Exhibit 3.5


                            CERTIFICATE OF AMENDMENT
                        TO THE CERTIFICATE OF DESIGNATION
                                       OF
                               THEGLOBE.COM, INC.


         the globe.com,  inc., a corporation organized and existing under and by
virtue  of  the  General   Corporation   Law  of  the  State  of  Delaware  (the
"Corporation")

         DOES HEREBY CERTIFY:

         FIRST:  The  name  of  the  corporation  is  theglobe.com,   inc.  (the
"Corporation").

         SECOND:  The date on which  the  Certificate  of  Incorporation  of the
Corporation first was filed with the Secretary of State of the State of Delaware
was May 26, 1995.

         THIRD: That the Corporation's  Fourth Amended and Restated  Certificate
of Incorporation, as amended, authorizes the Board of Directors, without further
action of the stockholders of the Corporation,  among other things, to establish
the  number  of  shares  constituting  any  series  of  preferred  stock and the
designation  thereof,  and to increase  or decrease  the number of shares of any
series of preferred  stock as the Board may specify by  resolution.  Pursuant to
such  authority,  the  Board  has  hereby  elected  to  increase  the  number of
authorized  shares of its Junior  Participating  Preferred  Stock  from  100,000
shares to 250,000 shares.

         FOURTH: The Board of Directors of the Corporation  adopted  resolutions
on April 13, 2004,  proposing and declaring advisable the following amendment to
the  Certificate  of  Designation  of the  Corporation  filed with the  Delaware
Secretary  of State on  November  12,  1998 (the  "Amendment"),  declaring  said
Amendment to be advisable and in the best interests of the Corporation.

         1. The first sentence of Section 1 of the  Certificate of  Designation,
Preferences  and  Rights  of  Junior   Participating   Preferred  Stock  of  the
Corporation is hereby amended to read as follows:

         "There shall be a series of Preferred Stock, par value $.001 per share,
of the Corporation which shall be designated as "Junior Participating  Preferred
Stock",  par value $.001 per share, and the number of shares  constituting  such
series shall be 250,000."

         FIFTH:  That said  amendment  was duly adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

         SIXTH:  That this  Certificate  of Amendment of the Fourth  Amended and
Restated  Certificate  of  Incorporation  shall be effective when filed with the
Delaware Secretary of State.


                                       1





         IN  WITNESS  WHEREOF,  the  undersigned,  being  the  President  of the
Corporation,  has caused this Certificate of Amendment to be signed on this 13th
day of April, 2004.



                                             theglobe.com, inc.


                                             /s/ Edward A. Cespedes
                                             ----------------------
                                             By   Edward A. Cespedes
                                             Its: President



                                       2