Exhibit 4.1

                    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 JOHN F. GRANT ("Grant").

                               W I T N E S S E T H

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

     WHEREAS,  the  Company and Grant wish to set forth  their  agreement  as to
certain matters in connection with Grant'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"),  Grant shall resign from his
position on the Board. Concurrently with the execution of this Agreement,  Grant
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 Grant's behalf,
Grant 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
Grant. 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 Grant as of the date hereof except for 100,000 shares (the  "Unpurchased
Shares"),  which  Grant  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 Grant, purchase from Grant
          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 Grant or in any other manner  mutually agreed
          by Grant and the Company.

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

     (b) Grant 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 Grant
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 Grant.

     (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.  Grant acknowledges that the Company has
and shall maintain physical  possession of the stock  certificates  representing
all of the shares of Common Stock owned by Grant.  Concurrently with each of the
stock  purchase  events  specified in Sections 2 or 3 and upon payment,  if any,
therefor,  Grant 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 Grant all but the Unpurchased  Shares, the Company shall cause to
be delivered to Grant a stock certificate representing such Unpurchased Shares.

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

     (a) Grant owns, directly, 2,205,000 shares of Common Stock, and such shares
constitute  all shares of capital stock of the Company  owned,  beneficially  or
directly, by Grant.

     (b) In respect of the  2,105,000  shares of Common  Stock that the  Company
will be acquiring pursuant to the terms of this Agreement, Grant 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) Grant  has and shall  have full  right,  power and  authority  to sell,
transfer and deliver the shares of Common Stock  required to be sold by Grant 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 Grant pursuant to this Agreement,  Grant agrees
that,  from the  Effective  Date until the date that is six (6) months after the
Effective Date (the "Term"),  Grant 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 Grant), 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 Grant
may solicit business from any such person to the extent that Grant 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 Grant, would violate this Section 6.

Except as otherwise provided in this Agreement,  the foregoing shall not prevent
Grant  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  Grant,  Grant's
obligations under this Section 6 shall be of no further force and effect.

     7. Confidentiality.  At all times after the Effective Date, Grant 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 Grant or (ii) that
Grant 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 Grant, 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  Grant  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, Grant 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 Grant's  possession and (ii) all of the computer equipment leased
by the Company and in Grant's possession. Grant 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 Grant or (ii) that Grant is required  by law to  disclose  (but only to the
extent required to be so disclosed).

     10. Release.

     (a) Grant, 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 Grant 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
Grant 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  Grant  has  any  claim   against  it.   Grant  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 Grant  hereunder,  the  sufficiency of which is
acknowledged,   releases   and   discharges   Grant  and  his  heirs,   personal
representatives,  successors and assigns (together,  the "Grant 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
Grant  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  Grant  from  its  obligations  under  this
Agreement.  Nothing  herein shall be construed as an admission by Grant 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  Grant  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 Grant 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 Grant
          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 Grant 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 Grant.  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 Grant 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
Grant 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.  Grant  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 Grant 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 Grant:

         Mr. John F. Grant
         221 East 21 Street, Apt. 2-A
         New York, New York 10010

     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.



<PAGE>


     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/ John F. Grant
                                       --------------------------------
                                       JOHN F. GRANT


<PAGE>


                                  JOHN F. GRANT

                          221 East 21 Street, Apt. 2-A
                            New York, New York 10010


                                                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,



                                                -----------------------
                                                John F. Grant