SC 14D9/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                SCHEDULE 14D-9/A

                   Solicitation/Recommendation Statement Under
             Section 14(d)(4) of the Securities Exchange Act of 1934

                                (Amendment No.2)

                         GLOBALNET FINANCIAL.COM., INC.
                            (Name of Subject Company)

                          GLOBALNET FINANCIAL.COM, INC.
                      (Name of Person(s) Filing Statement)

                          Common Stock, Par Value $0.01
                      Class A Common Stock, Par Value $0.01
                         (Title of Class of Securities)

                                     37937R

                      (CUSIP Number of Class of Securities)

                                  Ron R. Goldie
                             Chief Operating Officer
                          GlobalNet Financial.com, Inc.
                              33 Glasshouse Street
                                 London W1R 5RG
                                 United Kingdom
   (Name, address and telephone number of person authorized to receive notice
         and communications on behalf of the person(s) filing statement)

                                    Copy to:

                             John T. O'Connor, Esq.
                       Milbank, Tweed, Hadley & McCloy LLP
                             1 Chase Manhattan Plaza
                            New York, New York 10005
                                 (212) 530-5000


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     This Amendment No. 2 (the "Amendment") supplements and, as so supplemented,
amends the Schedule 14D-9 originally filed on July 25, 2001 and the Schedule
14D-9/A filed on July 26, 2001 (as amended, the "Schedule 14D-9") by GlobalNet
Financial.com, Inc., a Delaware corporation (the "Company") relating to the
offer by GlobalNet Acquisitions Inc., a Delaware corporation (the "Purchaser")
and a wholly owned subsidiary of NewMedia SPARK plc, a public limited company
organized under the laws of England and Wales ("Parent") to purchase (i) all the
outstanding shares of Common Stock, par value $.001 per share, including the
rights to purchase the Series A Junior Participating Preferred Stock issued
pursuant to the Rights Agreement (the "Rights Agreement"), dated as of July 19,
2001, by and between the Company and The Bank of New York, as Rights Agent (the
"Common Shares"), and (ii) all the outstanding shares of Class A Common Stock,
par value $.001 per share, including the rights to purchase the Series B Junior
Participating Preferred Stock issued pursuant to the Rights Agreement (the
"Class A Shares"), of the Company, at a purchase price of $0.36 per Common Share
and $0.036 per Class A Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated July 25, 2001 (the "Offer to Purchase"), and in the related
Letter of Transmittal.

     All capitalized terms used in this Amendment without definition have the
meanings attributed to them in the Schedule 14D-9.

     The Items of the Schedule 14D-9 set forth below are hereby supplemented
and, as so supplemented, amended as follows:



Item 1.  Subject Company Information.

     Item 1 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following paragraph after the last full paragraph:

     "On April 17, 2001, the staff of the Nasdaq National Market System ("the
Nasdaq") notified the Company that its Common Shares had failed to maintain a
minimum bid price of $1.00 over the previous 30 consecutive trading days as
required by the Nasdaq. On July 18, the Nasdaq notified the Company that because
it had not regained compliance with Nasdaq Marketplace Rules, its Common Shares
would be delisted from the Nasdaq at the opening of business on July 26, 2001,
unless the Company chose to appeal such determination.

     On July 25, 2001, the Company filed an appeal requesting a written hearing
before a Nasdaq Listing Qualifications Panel to review the Nasdaq staff
determination to delist the Company's Common Shares. On July 31, 2001, the
Nasdaq informed the Company that such hearing would take place on August 31,
2001.

     The Company believes it is important that its Common Shares continue to be
listed on the Nasdaq so that shareholders can continue to receive current
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quotes and that the Common Shares can maintain liquidity during the pendency of
the Offer (as defined below)."



Item 4.  The Solicitation or Recommendation.

      Item 4 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following bullet points after the eighteenth bullet point under the heading
"Reasons for the Recommendation" in the Schedule 14D-9:



      "-    the fact that the proposed value of the offer in the Merger
            Agreement which was $0.55 per Company Common Share and $0.055 per
            Company Class A Common Share as of June 14, 2001, had declined to
            approximately $0.43 per Company Common Share and $0.043 per Company
            Class A Common Share as of July 16, 2001, based on the closing
            mid-market price of Parent's ordinary shares on AIM on that date and
            prevailing exchange rates;


      -     the Board's belief that the value of Parent's offer could continue
            to decline over the minimum three to four month period of time
            required to complete the share exchange transaction with Parent;"



Item 8. Additional Information.

      Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following after the last full paragraph:

     "(e) Non-disclosure Agreement. On July 30, 2001, GlobalNet received an
unsolicited offer from AISoftw@re S.p.A. ("AISoftw@re"), proposing to acquire
each outstanding Share of the Company in a stock for stock exchange pursuant to
which holders of Company Common Shares would receive ordinary shares of
AISoftw@re valued at $0.55 per share and holders of the Company Class A Common
Shares would receive ordinary shares of AISoftw@re valued at $0.055 per share.
AISoftw@re shares are traded on Nasdaq Europe in Brussels and Nuovo Mercato in
Milan, Italy.

      On August 7, 2001, the Company and AISoftw@re entered into a
non-disclosure agreement in order to facilitate discussions between the parties
and pursuant to which the Company will furnish information to AISoftw@re
regarding the Company and its related businesses. Additionally, pursuant to the
non-disclosure agreement, AISoftw@re has agreed that if it does not enter into a
definitive merger agreement with the Company by August 15, 2001, it will tender
all shares of the Company owned by it or its affiliates into the tender offer
currently outstanding by Purchaser.
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      The proposal is subject to certain significant contingencies, such as
AISoftw@re's completion of due diligence, the execution of a definitive merger
agreement and the approval of GlobalNet's Board of Directors.

      Notwithstanding the execution of the non-disclosure agreement with
AISoftw@re or any discussions that may take place between AISOftw@re and the
Company, the Merger Agreement remains in full force and effect. Accordingly, the
Company's Board of Directors has not withdrawn its recommendation and support of
the Offer and it reiterates its recommendation that Company shareholders tender
their Shares into the Offer.

      The AISoftw@re proposal is subject to certain significant contingencies,
such as AISoftw@re's completion of due diligence, the execution of a definitive
merger agreement and the approval of the Company's Board of Directors."



Item 12.  Exhibits.

     Item 12 is hereby amended and supplemented by adding the following
exhibits:

     "Exhibit 12. Press release issued by GlobalNet Financial.com, Inc. on
August 7, 2001.

     Exhibit 13.  Non-disclosure Agreement, dated August 7, 2001, by and between
GlobalNet Financial.com, Inc. and AISoftw@re S.p.A.

     Exhibit 14.  Letter of Assignment, dated August 7, 2001 from GlobalNet
Financial.com, Inc. to AISoftw@re S.p.A.

     Exhibit 15.  Letter of Assignment, dated August 7, 2001 from GlobalNet
Financial.com, Inc. to New Media SPARK plc."
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                                   SIGNATURES

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.



                                    GLOBALNET FINANCIAL.COM, INC.


                                    By:   /s/ Ron R. Goldie
                                          ------------------------
                                          Name: Ron R. Goldie
                                          Title:Chief Operating Officer





Dated: August 9, 2001

EX-99.12

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                                                                      Exhibit 12

       GLOBALNET FINANCIAL.COM, INC. RECEIVES OFFER FROM AISOFTW@RE S.P.A.


London England; Boca Raton, Fla. August 7, 2001 - GlobalNet Financial.com, Inc.
(the "Company") (NASDAQ:GLBN; LSE:GLFA) announced today it has received an
unsolicited offer from AISoftw@re S.p.A. ("AISoftw@re").

AISoftw@re proposes to acquire each outstanding share of the Company in a stock
for stock exchange pursuant to which holders of Company common stock would
receive ordinary shares of AISoftw@re valued at $0.55 per share and holders of
Company Class A common stock would receive ordinary shares of AISoftw@re valued
at $0.055 per share. AISoftw@re shares are traded on Nasdaq Europe in Brussels
and the Nuovo Mercato in Milan, Italy.

The proposal is subject to certain significant contingencies, such as
AISoftw@re's completion of due diligence, the execution of a definitive merger
agreement and the approval of the Company's Board of Directors. The Company and
AISoftw@re have entered into a non-disclosure agreement today in order to
facilitate discussions between the parties. Additionally, pursuant to the
non-disclosure agreement, AISoftw@re has agreed that if it does not enter into a
definitive merger agreement with the Company by August 15, 2001, it will tender
all Company shares owned by it or its affiliates into the tender offer currently
outstanding by GlobalNet Acquisitions Inc., a wholly-owned subsidiary of New
Media SPARK, plc.

Notwithstanding the execution of the non-disclosure agreement with AISoftw@re or
any discussions that may take place between AISOftw@re and the Company, the
Company's merger agreement with New Media SPARK, plc remains in full force and
effect. Accordingly, the Company's Board of Directors has not withdrawn its
recommendation and support of the tender offer currently outstanding by
GlobalNet Acquisitions Inc. and it reiterates its recommendation that Company
shareholders tender their shares into the offer. Pursuant to the tender offer
currently outstanding, holders of Company common shares and Class A common
shares would receive $0.36 and $0.036 per share, respectively, in cash. The
tender offer is scheduled to expire on August 22, 2001.

An offer by AISoftw@re would require filing documents, with a resultant
significant delay in closing, by comparison to the New Media SPARK cash offer.
The offer by AISodtw@re would offer consideration in the form of securities
which are currently listed only on the Nuovo Mercato in Milan, Italy and the
Nasdaq Europe in Brussels.

This release contains forward-looking statements, which are made pursuant to the
safe-harbor provisions of the private securities litigation reform act of 1995.
Expressions of


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future goals and similar expressions reflecting something other than historical
fact are intended to identify forward-looking statements, but are not the
exclusive means of identifying such statements. These forward-looking statements
involve a number of risks and uncertainties, some of which are out of the
control of the Company. Accordingly, the Company's actual results could differ
materially from those discussed in this release. A wide variety of factors could
cause or contribute to such differences and could adversely impact revenues,
profitability, cash flows and capital needs. A more compete listing of
cautionary statements and risk factors is contained in the company's report
filed with the Securities and Exchange Commission. The Company undertakes no
obligations to revise or update any forward-looking statements in order to
reflect events or circumstances that may arise after the date of this release.

EX-99.13

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                                                                      Exhibit 13

                        [LOGO GLOBAL NET FINANCIAL.COM]
                      33 Glasshouse Street London W1B 5DG
                    Tel: 020 7851 8100 - Fax: 020 7851 8200



                                 August 7, 2001

AISoftw@re S.p.A.
Via C. Esterle, 9
Milan 20132
Italy
H
Attn:  Prof. Francesco Gardin


Dear Prof. Gardin:

            You have requested certain information relating to GlobalNet
Financial.com, a Delaware corporation, (the "Company"), and its subsidiaries in
connection with your consideration of a possible negotiated transaction between
the Company and/or its subsidiaries and you resulting in your acquisition of all
the outstanding shares of the Company. (a "Transaction").

            As a condition to the furnishing to you and your Representatives (as
defined below) of a confidential Memorandum and other information regarding the
Company and its related businesses, you agree that (i) all information relating
to the Company furnished by or on behalf of the Company to you or your
Representatives, whether prior to or after your acceptance of this letter and
irrespective of the form of communication, or learned by you in connection with
visits to the Company's facilities, in connection with your consideration of a
Transaction (such information, together with notes, memoranda, summaries,
analyses, compilations and other writings relating thereto or based thereon
prepared by you or your Representatives being referred to herein as the
"Evaluation Material") will be kept strictly confidential, and (ii) the
Evaluation Material will be used solely for the purpose of determining the
desirability of a Transaction; provided, however, that the Evaluation Material
may be disclosed to any of your Representatives who need to know such
information for the purpose of assisting you in evaluating a Transaction (it
being understood that such Representatives will be informed by you of the
contents of this agreement and that, by receiving such information, such
Representatives are agreeing to be bound by this agreement). The term
"Evaluation Material" does not include information which was or becomes
available to you or any of your Representatives on a non-confidential basis from
a source other than the Company or its affiliates or Representatives, provided
that neither you nor any of your Representatives is aware that such source is
under an obligation (whether contractual, legal or fiduciary) to the Company to
keep such information confidential. For purposes hereof, the "Representatives"
of any entity means such entity's directors, officers, employees, legal and
financial advisors, accountants and other agents, consultants and
representatives. For the avoidance of doubt, the parties hereto expressly
acknowledge and agree that Mr. Peter Fuhrman is not a "Representative" of
AISoftw@re S.p.A. ("AIS") Should Mr. Fuhrman make any statements purportedly on
behalf of AIS, you will make an immediate public announcement stating that Mr.
Fuhrman is not a "Representative" of AIS. You will be responsible for any breach
of this agreement by any of your Representatives and agree to take all
reasonable measures to restrain your Representatives from prohibited or
unauthorized disclosure or use of Evaluation Material.


GLOBALNETFINANCIAL.COM, INC. REGISTERED IN UNITED STATES OF AMERICA NO.
061489574
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            Other than as set forth in the press release attached hereto as
Exhibit A (such press release to be made simultaneously with the execution of
this agreement), you hereby represent that no law, order rule or regulation
(including those of any stock exchanges) to which you are subject require any
public disclosure of your execution of this agreement or of your discussions
with the Company and its Representatives at this time. In addition, you agree
that, except with the prior written consent of the Company or as required or
permitted by this agreement, you will not, and you will direct your
Representatives not to, make any release to the press or other public
disclosure, or make any statement to any employee, competitor, customer or
supplier of the Company or any of its direct or indirect subsidiaries or any
other person concerning either (i) the existence of this letter or that the
Evaluation Material has been made available to you or (ii) in the event that the
Company or any its of Representatives engages in discussions or negotiations
with you or your Representatives, the fact that discussions or negotiations are
taking place or have taken place concerning a possible Transaction, or any of
the terms, conditions or other facts with respect to any such possible
Transaction, including the status thereof, except for such public disclosure as
may be necessary, in the written opinion of your outside counsel, for you not to
be in violation of or default under any applicable law, regulation or
governmental order. If you propose to make any disclosure based upon such an
opinion, you will deliver a copy of such opinion to the Company together with
the text of the proposed disclosure as far in advance of its disclosure as is
reasonably practicable, and will in good faith consult with and consider the
suggestions of the Company and its Representatives concerning the nature and
scope of the information you propose to disclose.

            If you or any of your Representatives are requested in any judicial
or administrative proceeding or by any governmental or regulatory authority to
disclose any Evaluation Material, you will (i) give the Company prompt notice of
such request so that the Company may seek an appropriate protective order and
(ii) consult with the Company as to the advisability of taking legally available
steps to resist or narrow such a request. You will cooperate fully with the
Company in obtaining such an order. If in the absence of a protective order you
are nonetheless compelled to disclose Evaluation Material, the Company agrees
that you may make such disclosure without liability hereunder, provided that you
give the Company written notice of the information to be disclosed as far in
advance of its disclosure as is practicable and, upon the Company's request and
at its expense, use your best efforts to obtain reasonable assurances that
confidential treatment will be accorded to such information.

            At any time after termination of discussions by either party to this
agreement with respect to a Transaction, upon the request of the Company, you
will promptly (and in no event later than five (5) business days after such
request) redeliver or cause to be redelivered to the Company all copies of the
Evaluation Material furnished to you by or on behalf of the Company and destroy
or cause to be destroyed all Evaluation Material prepared by you or any of your
Representatives. Notwithstanding the return or destruction of the Evaluation
Material, you and your Representatives will continue to be bound by your
obligations hereunder.

            Although the Company will endeavor to include in the Evaluation
Material information it believes to be relevant to the evaluation of a
Transaction, you hereby acknowledge that neither the Company nor any of its
affiliates or Representatives makes any representation or warranty, express or
implied, as to the accuracy or completeness of any of the Evaluation Material.
You agree that neither the Company nor any of its affiliates or Representatives
will have any liability to you or your Representatives resulting from use of any
of the Evaluation Material.

            You hereby acknowledge that you are aware (and that your
Representatives who have been apprised of this agreement and your consideration
of a Transaction have been, or upon becoming so apprised, will be advised) of
the restrictions imposed by federal and state securities laws on a person
possessing material nonpublic
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information about a company. In this regard, you hereby agree that while you are
in possession of material nonpublic information with respect to the Company and
its subsidiaries, you will not purchase, sell or transfer any securities of the
Company, or communicate such information with any third party, other than with
your affiliates (as such term is defined in Rule 12b-2 under the Securities
Exchange Act of 1934, as amended (the "1934 Act").

            You also agree not to initiate or maintain contact (other than in
the ordinary course of business) with any officer, director, employee or agent
of the Company or any of its subsidiaries regarding its business, operations,
prospects, finances or any other matter pertaining to the Company or to any
proposed Transaction, other than W. Thomas Hodgson, Richard Guest or Ron Goldie.
It is understood that they will arrange for appropriate contacts for due
diligence purposes. It is further understood that all (i) communications
regarding a possible Transaction, (ii) requests for additional information,
(iii) requests for facility tours or management meetings and (iv) discussions or
questions regarding procedures, will be submitted or directed to one or all of
these individuals. You hereby acknowledge that you may be disqualified from
participating in a Transaction if you fail to comply with the procedures and
restrictions set forth in this paragraph and the following paragraph.

            As a further condition to the furnishing of the Evaluation Material,
you agree that you, your affiliates and associates (as such terms are defined in
Rule 12b-2 under the 1934 Act) and your Representatives will not, and you and
they will not assist or encourage others (including by providing financing) to,
directly or indirectly, for a period of two (2) years from the date of this
agreement, unless specifically requested or permitted in writing in advance by
the Company or us:

      (i)   acquire or agree, offer, seek or propose (whether publicly or
            otherwise) to acquire ownership (including but not limited to
            beneficial ownership (as defined in Rule 13d-3 under the 1934 Act))
            of (x) the Company or any of its assets or businesses, (y) any
            securities issued by the Company or (z) any rights or options to
            acquire such ownership (including from a person other than the
            Company), whether by means of a negotiated purchase of securities or
            assets, tender or exchange offer, merger or other business
            combination, recapitalization, restructuring or other extraordinary
            transaction (a "Business Combination Transaction"),

      (ii)  engage in any "solicitation" of "proxies" (as such terms are used in
            the proxy rules promulgated under the 1934 Act, but disregarding
            clause (iv) of Rule 14a-1(l)(2) and including any exempt
            solicitation pursuant to Rule 14a-2(b)(1) or (2)), or form, join or
            in any way participate in a "group" (as defined under the 1934 Act),
            with respect to any securities issued by the Company,

      (iii) otherwise seek or propose to influence or control the Board of
            Directors, management or policies of the Company,

      (iv)  take any action that could reasonably be expected to require the
            Company to make a public announcement regarding any of the types of
            matters referred to in clause (i), (ii) or (iii) above; or

      (ii)  enter into any discussions, negotiations, agreements, arrangements
            or understandings with any third party with respect to any of the
            foregoing (other than with a bona fide financial institution which
            is your Representative).

You also agree not to request the Company or any of its Representatives to amend
or waive any provision of this paragraph (including this sentence). If at any
time you are approached by any third party concerning your or their
participation in any of the types of matters referred to in clauses (i) and (ii)
above, you will not communicate with such third party concerning such
participation, except that you will promptly inform such third party that you
are bound by certain confidentiality obligations in respect of such assets,
businesses or securities (without referring to this letter).
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            You further agree that for a period of two (2) years from the date
hereof, neither you nor any of your affiliates will solicit to employ or employ
any officer or employee of the Company or any of its subsidiaries, so long as
they are employed by the Company or any of its subsidiaries, without obtaining
the prior written consent of the Company. The term "solicit to employ" does not
include general solicitations of employment not specifically directed towards
employees of the Company and its subsidiaries.

            It is expressly understood by the parties hereto that this agreement
is not intended to, and does not, constitute an agreement to consummate a
Transaction or to enter into a definitive Transaction agreement, and neither the
Company nor you will have any rights or obligations of any kind whatsoever with
respect to a Transaction by virtue of this agreement or any other written or
oral expression by either party hereto or their respective Representatives
unless and until a definitive agreement relating thereto between the Company and
you is executed and delivered, other than for the matters specifically agreed to
herein. You further agree that, in the event that you and the Company have not
entered into a definitive agreement with respect to a Transaction by 5:00 pm,
New York time, August 15, 2001, you will tender all shares of the Company common
stock owned by you and your affiliates into the tender offer currently
outstanding from GlobalNet Acquisitions Inc., a wholly-owned subsidiary of New
Media SPARK, plc ("SPARK"). You hereby agree that SPARK shall be a third party
beneficiary of the obligations set forth in this paragraph.

            You further acknowledge that (i) the Company and its Representatives
shall be free to negotiate with any other person and enter into a definitive
agreement with regard to a Transaction without prior notice to you or any other
person, (ii) the Company reserves the right to reject any and all proposals made
by you or any of your Representatives with regard to a possible Transaction and
to terminate any discussions or negotiations with you at any time, and (iii)
neither the Company nor any of its affiliates or Representatives nor any third
party with whom the Company enters into any agreement for, or completes, a
Business Combination Transaction shall have any liability to you arising out of
or relating to such a Business Combination Transaction (other than any liability
arising under a definitive Transaction agreement with you in accordance with the
terms thereof).

            You acknowledge and agree that money damages would not be a
sufficient remedy for any breach of any provision of this agreement by you, and
that in addition to all other remedies which we or the Company may have, we or
the Company will be entitled to specific performance and injunctive or other
equitable relief as a remedy for any such breach. No failure or delay by us or
the Company in exercising any right, power or privilege hereunder will operate
as a waiver thereof, nor will any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder.

            This agreement (i) contains the sole and entire agreement between
the parties with respect to the subject matter hereof, (ii) may be amended,
modified or waived only by a separate written instrument duly executed by or on
behalf of the Company and you, and (iii) shall be governed by and construed in
accordance with the laws of the State of New York. Except as otherwise expressly
provided herein, your obligations under this agreement will expire eighteen (18)
months from the date hereof.
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            If the foregoing correctly sets forth our agreement with respect to
the matters set forth herein, please so indicate by signing two copies of this
agreement and returning one of such signed copies to us for our signature,
whereupon this agreement will constitute our binding agreement with respect to
the matters set forth herein.

                                          Very truly yours,

                                          GLOBALNET FINANCIAL.COM


                                          By: /s/ W. Thomas Hodgson
                                             ______________________________
                                             Name:   W. Thomas Hodgson
                                             Title:  Chief Executive Officer

AISOFTW@RE S.p.A.


Accepted and agreed to as of
the date first written above:

By: /s/ Francesco Gardin
   _______________________________
   Name:   Francesco Gardin
   Title:  Chief Executive Officer

EX-99.14

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                                                                      Exhibit 14

                         [LOGO] GLOBALNETFINANCIAL.COM

                      33 Glasshouse Street London WlB 5DG
                    Tel: 020 7851 8100 - Fax: 020 7851 8200



                       August 7,200l

AISoAw@re S.p.A.
Via C. Esterle, 9
Milan 20132
Italy

Attn: Prof. Francesco Gardin


Dear Prof. Gardin:

Pursuant to our recently executed non-disclosure agreement, you are hereby
advised that Globalnet has assigned to NewMediaSpark plc., its rights of
enforcement with respect to AISoftw@re's obligations to tender shares to the
NewMediaSpark cash tender offer in the event that Globalnet and AISoftw@re
fail to enter into a merger agreement by August 15, 2001.

                                 Very truly yours,

                                 GLOBALNETFINANCIAL.COM


                                 By: /s/ W. Thomas Hodgson
                                     ----------------------------------
                                  Name:  W. Thomas Hodgson
                                  Title: Chief Executive Officer

EX-99.15

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                                                                      Exhibit 15

                     [Logo of GlobalNet Financial.com, Inc.]


                                 August 7, 2001

NewMedia SPARK plc
33 Glasshouse Street
London W1B 5DG
United Kingdom

Attn: Joel Plasco

Dear Mr. Plasco:

Pursuant to the Non-Disclosure Agreement, dated August 7, 2001, by and between
GlobalNet Financial.com, Inc. ("GlobalNet") and AISoftw@re S.p.A.
("AISoftw@re"), GlobalNet hereby assigns to NewMedia SPARK plc its rights of
enforcement with respect to AISoftw@re's obligations to tender shares into the
NewMedia SPARK plc tender offer in the event that GlobalNet and AISoftw@re fail
to enter into a merger agreement by August 15, 2001.

                                          Very truly yours,

                                          GLOBALNET FINANCIAL.COM, INC.


                                          By: /s/ W. Thomas Hodgson
                                              ----------------------------------
                                              Name:    W. Thomas Hodgson
                                              Title:   Chief Executive Officer