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                                                                   EXHIBIT 10.1


                                    AGREEMENT
                                   AND RELEASE


         This AGREEMENT AND RELEASE (the "Agreement"), entered into as of the
30th day of November, 2001 by and among TRANSVOICE INVESTMENTS LTD.
("TransVoice"), SHELDON GOLDSTEIN ("Goldstein"), and GLOBAL ASSET HOLDINGS
INCORPORATED ("Global").

                                 R E C I T A L S

         WHEREAS, TransVoice, Goldstein and Global entered into an Exchange
Agreement and Plan of Reorganization dated as of March 31, 2001 (the "Exchange
Agreement") pursuant to which TransVoice and Goldstein exchanged all of their
shares of National Online Services, Inc. ("NOL") for common shares of Global;

         WHEREAS, pursuant to paragraph 1.3 of the Exchange Agreement (the
"Earn-out Provision"), TransVoice and Goldstein are entitled to additional
shares of Global in the event that accumulated net after-tax income of NOL
reached $1,200,000 during the period April 1, 2001 through September 30, 2002,
which provision was based on the understanding and agreement of the parties that
operations would commence by April 1, 2001;

         WHEREAS, operations of NOL did not commence by April 1, 2001;

         WHEREAS, for the avoidance of claims by TransVoice and Goldstein
relating to the failure of NOL to commence operations as required thereby
depriving them of the opportunity to earn additional shares pursuant to the
Earn-out Provision, the parties have reached an understanding to issue
additional shares of Global to TransVoice and Goldstein pursuant to the terms of
this Agreement;

         NOW THEREFORE, in consideration of the mutual representations,
warranties, covenants and Agreements contained in this Agreement and other good
and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:

1. The Earn-out Provision shall be cancelled, terminated, and of no further
force or effect.

2. Each of TransVoice and Goldstein hereby release Global and all of its
officers, directors, employees, affiliates, agents, attorneys and successors,
from and against any and all claims, promises, debts, obligations, liabilities
and causes of action in law or equity, arising under or in any way related to
any breach of paragraph 1.3 of the Exchange Agreement.


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3. In consideration herefore, Global shall deliver two million five hundred
thousand (2,500,000) shares of the common stock of Global to TransVoice and
Goldstein, pro-rata with their percentage ownership of Global set forth in the
Exchange Agreement. Such shares shall bear the legend set forth in paragraph
1.5(a) of the Exchange Agreement and be subject to a stop transfer order.

4. Each of TransVoice and Goldstein hereby represent and warrant to Global as
follows:

    (a) TransVoice is a corporation duly organized, validly existing and in good
        standing under the laws of the jurisdiction of its incorporation and
        that TransVoice has all requisite power and authority to execute this
        Agreement. This Agreement constitutes, when executed and delivered by
        TransVoice and Goldstein in accordance herewith, the valid and binding
        obligations of each of TransVoice and Goldstein enforceable in
        accordance with its terms, subject to general principles of equity and
        bankruptcy or other laws relating to or affecting the rights of
        creditors generally.

    (b) TransVoice and Goldstein are acquiring the stock of Global for
        investment and not with a view to, or for sale in connection with, any
        distribution thereof within the meaning of the Securities Act, nor with
        any present intention of distributing or selling the same. Except as
        contemplated by this Agreement, neither TransVoice nor Goldstein has any
        present or contemplated agreement, undertaking, arrangement, obligation,
        indebtedness or commitment providing for the disposition thereof and
        will not sell, transfer or otherwise dispose of the shares of Global or
        any portion thereof or interest therein in violation of the registration
        requirements of the Securities Act or the applicable securities laws of
        any state.

5. Global hereby represents and warrants to TransVoice and Goldstein as follows:

    (a) Global is a corporation duly organized, validly existing and in good
        standing under the laws of the jurisdiction of its incorporation and has
        all requisite power and authority to execute this Agreement. This
        Agreement constitutes, when executed and delivered by Global in
        accordance herewith, the valid and binding obligations of Global
        enforceable in accordance with its terms, subject to general principles
        of equity and bankruptcy or other laws relating to or affecting the
        rights of creditors generally.

    (b) The shares of Global to be issued hereunder have been duly and validly
        authorized and, upon issuance, such shares will be duly and validly
        issued, fully paid and non-assessable.


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6. Miscellaneous Provisions

         6.1 Headings. The inclusion of headings in this Agreement is for
convenience of reference only and shall not affect the construction or
interpretation hereof.

         6.2 Entire Agreement; Waiver. This Agreement together with the Exchange
Agreement constitutes the entire agreement between the parties pertaining to the
subject matter of this Agreement. Otherwise, there are no warranties,
representations or other agreements between the parties in connection with such
subject matter except as specifically set forth or referred to in this
Agreement. No modification, waiver or termination of this Agreement shall be
binding unless executed in writing by the party to be bound thereby. No waiver
of any provision of this Agreement shall constitute a continuing waiver unless
otherwise expressly provided.

         6.3 Continuation of Agreement. Except as specifically modified hereby,
the Exchange Agreement shall continue in full force and effect.

         6.4 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

         6.5 Assignment. No party may assign its rights or benefits under this
Agreement and any such purported assignment or transfer is hereby declared null
and void.

         6.6 Cooperation; Further Assurances. The parties shall cooperate fully
and in good faith with each other and their respective legal advisers,
accountants and other representatives in connection with any steps required to
be taken as part of their respective obligations under this Agreement. Each of
the parties shall promptly do, make, execute, deliver, or cause to be done,
made, executed or delivered, all such further acts, documents and things as the
other parties hereto may reasonably require from time to time for the purpose of
giving effect to this Agreement and the transactions contemplated by this
Agreement and shall use reasonable efforts and take all such steps as may be
reasonably within its power to implement the provisions of this Agreement to its
full extent.

         6.7 Counterparts. This Agreement may be signed in counterparts and each
such counterpart shall constitute an original document and such counterparts,
taken together, shall constitute one and the same instrument.

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                            SIGNATURE PAGE TO FOLLOW]


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         IN WITNESS WHEREOF the parties hereto have executed this Agreement and
Release as of the date first set forth above.

                                            GLOBAL ASSET HOLDINGS, INC.



                                            By: _______________________________

                                            Name: _____________________________

                                            Its:  _____________________________


                                            TRANSVOICE INVESTMENTS, LTD.



                                            By:________________________________

                                            Name: _____________________________

                                            Its:  _____________________________




                                            ____________________________________
                                                    SHELDON GOLDSTEIN