Exhibit 4.2

                    SEPARATION AND SHARE REPURCHASE AGREEMENT

     SEPARATION AND SHARE REPURCHASE  AGREEMENT (this "Agreement"),  dated as of
March  1,  2001,  between  GLOBAL  NETWORK,  INC.,  a  Nevada  corporation  (the
"Company"), and ARNOLD BEHRMAN ("Behrman").

                               W I T N E S S E T H

     WHEREAS,  Behrman has served the Company as a member of the Company's Board
of Directors (the "Board"); and

     WHEREAS,  the Company and Behrman  wish to set forth their  agreement as to
certain matters in connection with Behrman's resignation from the Board;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
agreements set forth herein, the parties agree as follows:

     1.  Resignation  and  Termination of Employment.  Effective at the close of
business on the date hereof (the  "Effective  Date"),  Behrman shall resign from
his position on the Board.  Concurrently  with the execution of this  Agreement,
Behrman has  delivered  to the Company a signed  letter of  resignation  to such
effect.

     2.   Reimbursement  of  Expenses  for  Shares.   On  the  date  hereof,  in
consideration  of $20,000  in  expenses  incurred  by the  Company on  Behrman's
behalf,  Behrman agrees to reimburse the Company by surrendering  200,000 shares
of Common Stock,  par value $0.001 per share,  of the Company  ("Common  Stock")
held  by  Behrman.   The  value  of  the  Common  Stock  for  purposes  of  this
reimbursement shall be $0.10 per share.

     3. Stock Repurchase.

     (a) In addition to the shares  that the  Company is  acquiring  pursuant to
Section 2, the Company shall  repurchase  all  remaining  shares of Common Stock
held  by  Behrman  as  of  the  date  hereof  except  for  100,000  shares  (the
"Unpurchased  Shares"),  which  Behrman shall be entitled to continue to hold in
the manner provided in this Section 3. The Company shall pay a purchase price of
$0.10 per share (the  "Purchase  Price").  The  repurchase of shares shall be as
follows:

     (i)  On the date hereof,  the Company shall (i) receive  200,000  shares of
          Common  Stock in the manner  set forth in Section 2 and (ii)  purchase
          150,000 shares for cash.

     (ii) Commencing  April 1, 2001, and continuing each month  thereafter,  the
          Company  shall,  upon prior written  notice to Behrman,  purchase from
          Behrman at the Purchase Price such number of shares of Common Stock as
          it wishes to purchase in its sole discretion;  provided that the total
          number of shares  purchased  for any  particular  month shall equal or
          exceed  150,000  shares  until  the  remaining  number of shares to be
          purchased  hereunder is fewer than 150,000,  in which case the Company
          shall only purchase such  remaining  number of shares.  If the Company
          purchases more than 150,000 shares in a particular  month,  the excess
          shall be  carried  forward  into  subsequent  months for  purposes  of
          determining  whether  the  Company  has  satisfied  the above  minimum
          purchase requirement.

     (iii)The Company  shall pay the  amounts  payable  under this  Section 3 by
          wire  transfer  of  immediately  available  funds  to a  bank  account
          designated  in  writing by  Behrman  or in any other  manner  mutually
          agreed by Behrman and the Company.

     (iv) Behrman  shall be obligated to pay any  applicable  federal,  state or
          local taxes incurred in connection with the foregoing transfers.

     (b) Behrman agrees that he will not, directly or indirectly, sell, offer to
sell, grant any option for the sale of, assign, transfer,  pledge,  hypothecate,
or  otherwise  encumber  or dispose of any legal or  beneficial  interest in any
shares of Common  Stock,  any  securities  convertible  into or  exercisable  or
exchangeable  for  shares of Common  Stock,  or any  warrants,  options or other
rights to purchase,  subscribe  for, or  otherwise  acquire any shares of Common
Stock from the Effective Date until the earlier of (i) the date that is one year
after the date upon which the Company has  acquired  all shares of Common  Stock
that it is  required  to  purchase  hereunder  and (ii) the date upon  which the
Company  consummates  a Sale Event (as defined in Section  3(c)),  except (x) as
provided  in  Section  3(a) and (y) for  shares  of Common  Stock or  securities
exercisable  for or convertible  into shares of Common Stock as to which Behrman
acquires  ownership,  directly or  beneficially,  in the public trading  markets
after  the  Effective  Date.  Upon  the   consummation  of  a  Sale  Event,  the
restrictions  contained  herein shall  immediately and  automatically  terminate
without the necessity for any notice by the Company to Behrman.

     (c)  For   purposes  of  this   Agreement,   "Sale  Event"  means  (i)  any
consolidation, merger, combination, reorganization or other similar transaction,
or a series of related  transactions,  in which the Company is not the surviving
entity  or as a  result  of  which  shares  of  capital  stock  of  the  Company
constituting  in  excess of 50% of the  voting  power of the  Company  are owned
beneficially by persons that were not  stockholders  of the Company  immediately
prior  to  such  transaction,  or  (ii) a sale or  other  disposition  of all or
substantially  all of the assets of the Company,  in one transaction or a series
of related transactions.

     4. Physical Possession of Shares. Behrman acknowledges that the Company has
and shall maintain physical  possession of the stock  certificates  representing
all of the shares of Common  Stock owned by Behrman.  Concurrently  with each of
the stock purchase events specified in Sections 2 or 3 and upon payment, if any,
therefor,  Behrman shall deliver to the Company such duly executed  stock powers
or other  instruments of conveyance as the Company shall  reasonably  request to
convey title to the shares so  purchased  by the  Company.  Once the Company has
purchased from Behrman all but the Unpurchased  Shares,  the Company shall cause
to be delivered to Behrman a stock  certificate  representing  such  Unpurchased
Shares.

     5.  Representations,  Warranties and Covenants Regarding Shares Acquired by
Company. As of the date hereof,  Behrman  represents,  warrants and covenants to
the Company the following:

     (a) Behrman owns,  directly,  1,665,000  shares of Common  Stock,  and such
shares constitute all shares of capital stock of the Company owned, beneficially
or directly, by Behrman.

     (b) In respect of the  1,565,000  shares of Common  Stock that the  Company
will be acquiring  pursuant to the terms of this  Agreement,  Behrman owns,  and
shall  continue to own, until all such shares of Common Stock to be acquired are
so acquired by the  Company,  all right,  title and  interest in and to all such
shares free and clear of all liens, encumbrances, security interests, agreements
or claims of any kind or  nature,  except as  provided  by this  Agreement,  and
except for such  restrictions,  if any, on the disposition of such shares as may
be imposed by federal or applicable state securities laws.

     (c)  Behrman has and shall have full right,  power and  authority  to sell,
transfer and deliver the shares of Common  Stock  required to be sold by Behrman
to the Company pursuant to the terms of this Agreement,  and upon the assignment
and  transfer  of such shares to the Company  pursuant  to this  Agreement,  the
Company shall acquire all right, title and interest in and to such shares,  free
and clear of any liens, encumbrances,  security interests,  agreements or claims
of any  kind or  nature,  and  except  for  such  restrictions,  if any,  on the
disposition  of such  shares as may be imposed by  federal or  applicable  state
securities laws.

     6.   Non-Competition.   In   consideration   of  the   payments  and  other
consideration  being  provided to Behrman  pursuant to this  Agreement,  Behrman
agrees that, from the Effective Date until the date that is six (6) months after
the Effective Date (the "Term"),  Behrman shall not, anywhere in the City of New
York,  the State of New York or  elsewhere  in the  United  States  (or for such
lesser area or such lesser  period as may be  determined by a court of competent
jurisdiction  to be a  reasonable  limitation  on the  competitive  activity  of
Behrman),  directly  or  indirectly,  unless on behalf and at the request of the
Company:

     (a) engage,  for or on behalf of any person or entity,  in the  business of
designing,  developing or assisting in the design or  development of software to
be used in connection  with the packaging,  selling or placing of on-line banner
advertising on newspaper websites (the "Business");

     (b) solicit or attempt to solicit business for products or services offered
by the Company from any person who is or was a client of the Company on the date
hereof or at any time  during the 12 months  prior to the date hereof or to whom
the  Company  made  proposals  for  products  or  services  during the 12 months
preceding  the date  hereof;  provided,  however,  that the Company  agrees that
Behrman may  solicit  business  from any such person to the extent that  Behrman
solicits such person for products or services unrelated to the Business;

     (c)  otherwise  divert or attempt to divert from the  Company any  business
related to the Business,  it being  acknowledged and agreed for purposes of this
Agreement  that  packaging,  selling or placing  on-line  banner  advertising on
newspaper websites does not constitute "business related to the Business";

     (d) solicit or attempt to solicit for any business endeavor any employee of
the Company; or

     (e)  render  any  services  as an  officer,  director,  employee,  partner,
consultant  or  otherwise  to, or have any interest as a  stockholder,  partner,
lender or  otherwise  in,  any person or entity  which is engaged in  activities
which, if performed by Behrman, would violate this Section 6.

Except as otherwise provided in this Agreement,  the foregoing shall not prevent
Behrman  from  purchasing  or owning up to 5% of the  voting  securities  of any
corporation,  the  securities  of  which  are  publicly-traded.  If the  Company
materially  breaches its obligations  under this Agreement,  which breach is not
cured within 15 days after  receipt of notice  thereof from  Behrman,  Behrman's
obligations under this Section 6 shall be of no further force and effect.

     7.  Confidentiality.  At all times after the Effective Date,  Behrman shall
not disclose or use any  information  respecting the Company or its business and
affairs  that is treated as  confidential  by the  Company  (including,  without
limitation,  the Company's pricing or business  methodology and the existence or
terms of this  Agreement);  provided,  however,  that such obligation  shall not
apply to any  information (i) to the extent that it is or becomes part of public
or industry  knowledge from  authorized  sources other than Behrman or (ii) that
Behrman is required by law to disclose (but only to the extent required to be so
disclosed).

     8.  Remedies and  Survival.  Because the Company would not have an adequate
remedy at law to  protect  its  business  from any breach of the  provisions  of
Sections 6, 7 or 9, the Company shall be entitled, in the event of such a breach
or threatened  breach thereof by Behrman,  to injunctive  relief, in addition to
such other  remedies and relief that would be  available to the Company.  In the
event of such a breach, in addition to any other remedies,  the Company shall be
entitled  to receive  from  Behrman  payment  of, or  reimbursement  for,  their
reasonable attorneys' fees and disbursements  incurred in successfully enforcing
any such provision.  The provisions of Sections 6, 7 and 9 and of this Section 8
shall survive any termination of this Agreement.

     9. Return of Information  and  Equipment.  On the Effective  Date,  Behrman
shall  deliver to the Company (i) any and all work  product,  devices,  records,
data,  notes,  reports,  proposals,  correspondence,  specifications,  drawings,
blueprints,   sketches,  materials,  equipment,  customer  and  supplier  lists,
financial  statements,   budgets,   projections,   manuals,  letter,  notebooks,
databases or other documents or property, or reproductions of any aforementioned
items  relating  to the  Company  in  Behrman's  possession  and (ii) all of the
computer  equipment leased by the Company and in Behrman's  possession.  Behrman
shall not  recreate  or deliver to any party  other than the  Company any of the
foregoing  items;  provided,  however,  that such obligation  shall not apply to
information  (i) to the extent that it is or becomes  part of public or industry
knowledge  from  authorized  sources  other than Behrman or (ii) that Behrman is
required  by  law  to  disclose  (but  only  to  the  extent  required  to be so
disclosed).

     10. Release.

     (a) Behrman, in consideration of good and valuable  consideration  received
and to be  received  from the Company  hereunder,  the  sufficiency  of which is
acknowledged,  releases and discharges the Company, and its officers, directors,
shareholders,  employees,  agents,  attorneys and  affiliates  and its and their
respective heirs,  personal  representatives,  successors and assigns (together,
the "Company  Releasees"),  of and from all claims,  demands,  causes of action,
suits,  actions,   proceedings,   judgments,  debts,  damages,  liabilities  and
obligations,  at law, equity or otherwise,  that Behrman or his heirs,  personal
representatives,  successors and assigns had, have or may hereafter have against
the  Company  Releasees  for,  on or by  reason  of any  matter,  cause or thing
whatsoever  from the beginning of the world to the date hereof;  provided,  that
Behrman in no way releases or discharges the Company from its obligations  under
this Agreement. Nothing herein shall be construed as an admission by the Company
that  Behrman  has  any  claim  against  it.  Behrman  and his  heirs,  personal
representatives,  successors  and assigns,  further  waive any and all manner of
notice,  knowledge or discovery of any and all such actual or alleged  claims of
cause of action.

     (b) The  Company,  in  consideration  of good  and  valuable  consideration
received and to be received from Behrman hereunder,  the sufficiency of which is
acknowledged,   releases  and  discharges   Behrman  and  his  heirs,   personal
representatives,  successors and assigns (together, the "Behrman Releasees"), of
and from all claims,  demands,  causes of action, suits,  actions,  proceedings,
judgments,  debts,  damages,  liabilities  and  obligations,  at law,  equity or
otherwise,  which  the  Company  or any  of  its  affiliates  and  any of  their
respective  successors or assigns had,  have or may  hereafter  have against the
Behrman Releasees for, on or by reason of any matter,  cause or thing whatsoever
from the beginning of the world to the date hereof;  provided,  that the Company
in no way  releases  or  discharges  Behrman  from its  obligations  under  this
Agreement. Nothing herein shall be construed as an admission by Behrman that the
Company  has any claim  against  him.  The  Company,  its  affiliates  and their
respective  successors and assigns,  further waive any and all manner of notice,
knowledge or discovery of any and all such actual or alleged  claims of cause of
action.

     11. Indemnity.

     (a) The Company shall,  unless prohibited by Nevada Law (as defined below),
indemnify  Behrman  in any  threatened,  pending  or  completed  action  suit or
proceeding,   whether   civil,   criminal,   administrative,    arbitrative   or
investigative,  including  without  limitation,  any action,  suit or proceeding
brought by or in the right of the  Company  to  procure a judgment  in its favor
(collectively, a "Proceeding") by reason of the fact that Behrman was a director
of the Company,  against all Expenses and  Liabilities  (each as defined  below)
actually and reasonably incurred by him in connection with such Proceeding.

     (b) For purposes of this Agreement:

     (i)  "Expenses" shall be broadly construed and, without  limitation,  means
          (A) all direct and indirect costs incurred,  paid or accrued,  (B) all
          attorneys fees, retainers, court costs, transcripts,  fees of experts,
          witness  fees,  travel  expenses,  food  and  lodging  expenses  while
          traveling,  duplicating costs,  printing and binding costs,  telephone
          charges,  postage,  delivery service,  freight or other transportation
          fees and  expenses,  (C) all  other  disbursements  and  out-of-pocket
          expenses,  (D) amounts paid in settlement,  to the extent permitted by
          Nevada Law, and (E) reasonable  compensation for time spent by Behrman
          for which he is otherwise not  compensated by the Company or any third
          party,  actually and reasonably incurred in connection with either the
          appearance  at or  investigation,  defense,  settlement or appeal of a
          Proceeding  or  establishing  or enforcing a right to  indemnification
          under any agreement or arrangement, Nevada Law or otherwise; provided,
          however,  that "Expenses"  shall not include any judgments or fines or
          excise taxes or penalties imposed under the Employee Retirement Income
          Security  Act of 1974,  as amended  ("ERISA") or other excise taxes or
          penalties.

     (ii) "Liabilities" means liabilities of any type whatsoever, including, but
          not limited to,  judgments  or fines,  ERISA or other excise taxes and
          penalties, and amounts paid in settlement.

     (iii)"Nevada  Law"  means  Chapter  78 of the Nevada  Revised  Statutes  as
          amended  and in  effect  from time to time or any  successor  or other
          statutes of Nevada having similar import and effect.

     12. No  Disparagement.  Each of Behrman and the Company  agrees not to make
any statements that libel, slander or defame the other.

     13. Entire Agreement. This Agreement sets forth the entire understanding of
the parties with respect to its subject matter,  merges and supersedes any prior
or contemporaneous  understandings with respect to its subject matter, and shall
not be modified or  terminated  except by a written  instrument  executed by the
Company and Behrman. Failure of a party to enforce one or more of the provisions
of  this  Agreement  or to  require  at  any  time  performance  of  any  of the
obligations  hereunder  shall not be construed to be a waiver of such provisions
by such party nor to in any way affect the  validity of this  Agreement  or such
party's  right  thereafter to enforce any  provision of this  Agreement,  nor to
preclude  such  party from  taking  any other  action at any time which it would
legally be entitled to take.

     14. Severability.  If any provision of this Agreement is held to be invalid
or  unenforceable  by any  court or  tribunal  of  competent  jurisdiction,  the
remainder of this  Agreement  shall not be affected by such  judgment,  and such
provision  shall be carried out as nearly as possible  according to its original
terms and intent to  eliminate  such  invalidity  or  unenforceability.  In this
regard,  the  Company  and  Behrman  agree  that the  provisions  of  Section 6,
including,   without   limitation,   the  scope  of  its  territorial  and  time
restrictions, are reasonable and necessary to protect and preserve the Company's
legitimate  interests.  If the  provisions  of  Section 6 are held by a court of
competent  jurisdiction to be in any respect  unreasonable,  then such court may
reduce the  territory  or time to which it  pertains  or  otherwise  modify such
provisions  to the extent  necessary to render such  provisions  reasonable  and
enforceable.

     15.  Arbitration.  Any  controversy  or claim arising out of or relating to
this  Agreement  shall  be  finally  resolved  by  arbitration  pursuant  to the
Commercial  Arbitration Rules of the American  Arbitration  Association,  except
that  the  foregoing  shall  not  prohibit  the  Company  from  instituting  and
prosecuting an action before a court seeking the injunctive relief  contemplated
in Section  8. Any such  arbitration  shall  take  place in New York,  New York,
before three arbitrators, one of which shall be appointed by the Company, one by
Behrman and the third by the arbitrators so appointed;  provided,  however, that
the parties may by mutual agreement  designate a single arbitrator.  The parties
further agree that (i) the arbitrators shall be empowered to include arbitration
costs and attorney fees in the award to the prevailing party in such proceedings
and (ii) the  award in such  proceedings  shall  be  final  and  binding  on the
parties. The arbitrators shall apply the law of the State of New York, exclusive
of conflict of laws  principles,  to any dispute.  Judgment on the  arbitrators'
award may be entered in any court having the requisite jurisdiction.  Nothing in
this Agreement  shall require the  arbitration  of disputes  between the parties
that arise from actions,  suits or proceedings instituted by third parties. Each
party  irrevocably  submits  to the  jurisdiction  and venue of the  arbitration
described  above  and to the  jurisdiction  and venue of the  federal  and state
courts sitting in New York County, New York, for the enforcement of any judgment
on the arbitrators'  award, and waives any objection it may have with respect to
the  jurisdiction of such  arbitrations or courts or the  inconvenience  of such
forums or venues.

     16.  Successors  and  Assigns.  Behrman  shall have no right to assign this
personal Agreement, or any rights or obligations hereunder,  without the consent
of the  Company.  On the sale of all or  substantially  all of the assets of the
Company  to  another  party,  or on the  merger  of  the  Company  with  another
corporation,  this  Agreement  shall inure to the benefit of, and be binding on,
both Behrman and the party  purchasing  such assets or surviving  such merger in
the same  manner  and to the same  extent as though  such  other  party were the
Company. Subject to the foregoing, this Agreement shall inure to the benefit of,
be binding on and be  enforceable  by, the parties and their  respective  heirs,
personal representatives,  successors and assigns. The Company may assign all or
any of its rights and obligations under this Agreement.

     17.  Communications.  All notices,  consents and other communications given
under this  Agreement  shall be in writing and shall be deemed to have been duly
given (a) when  delivered by hand or by Federal  Express or a similar  overnight
courier to, (b) five days after being deposited in any United States post office
enclosed in a postage prepaid  registered or certified envelope addressed to, or
(c) when  successfully  transmitted by facsimile (with a confirming copy of such
communication to be sent as provided in (a) or (b) above) to, the party for whom
intended,  at the address or facsimile number for such party set forth below, or
to such other  address or facsimile  number as may be furnished by such party by
notice in the manner  provided  herein;  provided,  however,  that any notice of
change of address or facsimile number shall be effective only upon receipt.

     If to the Company:

         Global Network, Inc.
         575 Madison Avenue, 10th Floor
         New York, New York 10022
         Attention:  James C. Mason, President
         Facsimile No.:  (212) 308-9834

     If to Behrman:

         Mr. Arnold Behrman
         301 Pleasant Valley Road
         Morganville, New Jersey 07751

     18.  Construction;  Counterparts.  The headings contained in this Agreement
are for  convenience  only and shall in no way restrict or otherwise  affect the
construction of the provisions hereof.  References in this Agreement to Sections
are to the  sections  of this  Agreement.  This  Agreement  may be  executed  in
multiple  counterparts,  each of  which  shall be an  original  and all of which
together shall constitute one and the same instrument.

     19.  Governing  Law.  This  Agreement  shall be governed by the laws of the
State of New York  applicable  to  agreements  made and fully to be performed in
such state, without giving effect to conflicts of law principles.



     IN WITNESS  WHEREOF,  each of the parties has executed this Agreement as of
the date first set forth above.

                                   GLOBAL NETWORK, INC.


                                   /s/ James C. Mason
                                   --------------------------------
                                   Name:
                                   Title:


                                   /s/ Arnold Behrman
                                   --------------------------------
                                   ARNOLD BEHRMAN


<PAGE>


                                 ARNOLD BEHRMAN

                            301 Pleasant Valley Road
                          Morganville, New Jersey 07751


                                               March 1, 2001

Board of Directors
Global Network, Inc.
575 Madison Avenue, 10th Floor
New York, New York 10022

Ladies and Gentlemen:

     I hereby  resign,  effective  immediately,  from the office of  director of
Global Network, Inc.

                                             Very truly yours,



                                             -----------------------
                                             Arnold Behrman