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EXHIBIT 4.2

                                  INRISCO B.V.
                       c/o Brada Kuttner & Gasit Advocaten
                                  Konigslaan 14
                                1075 AC Amsterdam
                                 THE NETHERLANDS
                          Telephone: (+31 20) 676-6323
                          Telecopier: (+31 20) 674-9777

                                                     May 14, 1998

Mr. Anthony E. Mohr
                  and
Global Information Group USA, Inc.
One Rockefeller Plaza, Suite 1420
New York, NY  10020

Dear Mr. Mohr:

         This will confirm that Inrisco, B.V. (the "Purchaser") is agreeable to
making an investment in Global Information Group USA, Inc., a Delaware
corporation (the "Company"), upon the terms and subject to the conditions set
forth herein.

         1. The purchaser hereby agrees to purchase 100 shares (the "Purchased
Shares") of the outstanding common stock of the Company for an aggregate
purchase of $300,000, payable by means of a wire transfer of funds to an account
designated by the Company. In connection with this investment, the Purchaser
warrants and represents to the Company that: (a) the Purchaser is an "Accredited
Investor" as that term is defined in Rule 501 promulgated under the United
States Securities Act of 1933, as amended (the "Securities Act"); (b) the
Purchaser is acquiring the Purchased Shares for investment and without a present
intention to sell or otherwise transfer such shares in a manner that would be in
violation of the Securities Act or any applicable state securities laws; (c) the
Purchaser has had an opportunity to ask questions of the management of the
Company with respect to its investment and has made such inquiry as it has
deemed necessary in connection therewith; (d) the Purchaser realizes that the
Company is a start-up enterprise and that the Purchaser's investment is a
speculative one and that it may suffer a complete loss of its investment; (e) in
making this investment, the Purchaser has not relied upon any guarantee of
success r profitability on the part of the Company and (f) this agreement
("Agreement") has been duly executed and delivered by the Purchaser and
constitutes the valid and binding obligations of the Purchaser, enforceable
against the Purchaser in accordance with its terms.

         2. Anthony E. Mohr ("Mohr") and the Company, jointly and severally,
warrant and represent to the Purchaser that (a) the Company is duly organized
and validly existing under the laws of the state of Delaware; (b) the Company
has the corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby; (c) the entering into of this
Agreement by the Company and the performance of its obligations hereunder will
not constitute a default under its certificate of incorporation, bylaws or any
other instrument to which the Company is a party or by which it is bound nor
will such entry or performance require the consent of any other party; (d) the
copy of the certificate of incorporation and bylaws of the Company provided to
the Purchaser are true and correct copies; (e) the authorized capital stock of
the Company consists of 1,000 shares of Common Stock, par value $.01 per share;
(f) upon issuance of the Purchased Shares to the Purchaser, they will have been
validly issued, fully paid and non-assessable and will constitute 10% of the
issued and outstanding capital stock of the Purchaser; and (g) this Agreement
has been duly executed and delivered by the Company and constitutes the valid
and binding obligations of the Company, enforceable against the Company in
accordance with its terms.

         3. For as long as the Purchaser and a co-investor or their respective
successors and assigns (collectively, the "Investor Group") collectively
continue to own at least 20% of the issued and outstanding common stock of the
Company and for one year thereafter (the "Restricted Period") the following
provisions will apply;
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                  (a) The Board of Directors (the "Board") of the Company shall
consist at a minimum of three and a maximum of five members;

                  (b) The Investor Group shall have the right to elect one
member to the Board and have the right to remove and replace such member. Mohr
agrees to vote his shares to give effect to the foregoing;

                  (c) Without the consent of the Investor Group, the Company
shall not take any of the following actions: (i) engage in a new line of
business; (ii) amend its certificate of incorporation or bylaws; (iii) sell its
business, merge or consolidate with another entity; (iv) incur any indebtedness
in an amount exceeding $100,000; (v) file a bankruptcy petition or consent to
the filing of a bankruptcy petition against it or (vi) engage in any financing
or capital raising transaction that would yield gross proceeds to the Company in
excess of $250,000; and

                  (d) Without the consent of the Investor Group, Mohr will not
engage, directly or indirectly, in any enterprise competitive with that of the
Company.

         4. To facilitate the voting arrangements set forth in paragraph 3(b) or
the obtaining of any consent that may be required under paragraph 3(c) or (d),
the Investor Group may appoint a representative to act as agent of the Investor
Group in connection with such matters.

         5. If the Company completes an initial offering of its securities in
the United States, then during a period of three years thereafter, the following
provisions will apply: (a) the Purchaser will have the right to demand that the
Company file a registration statement with the Securities and Exchange
Commission covering the resale of the shares then held by the Purchaser. The
Company will comply with such demand and use its best efforts to declare such
registration statement effective; and (b) If the Company files a registration
statement in connection with a new offering of its own shares, it shall give the
Purchaser an opportunity to include its shares in any such registration
statement. In connection with the foregoing registration statements, the Company
will bear all expenses of such registration excluding any underwriting discounts
or concessions payable by the Purchaser in connection with the resale of its
shares.

         6. Should the Company wish to issue any additional shares of its
capital stock to any party, it shall give the Purchaser the right to maintain
its percentage interest in the Company by subscribing to purchase additional
shares from the Company upon the same terms and conditions as were offered by
the Company to the other party.

         7. If, at any time during the Restricted Period, Mohr wishes to sell or
dispose of his shares in the Company to another party (the "Proposed
Transferee"), he shall not be able to consummate such sale unless the following
conditions have been complied with: (a) he shall have first given the Purchaser
and other members of the Investor Group, pro rata to their holdings in the
Company, the right to purchase the shares being offered by Mohr upon the same
terms and conditions that Mohr is willing to offer them to the Proposed
Transferee and (b) in the event that the Investor Group does not wish to
exercise such right of first refusal, Mohr shall have given the Investor Group
an opportunity to sell the same proportion of their shares as Mohr is willing to
sell to the Proposed Transferee and upon the same terms and conditions. If the
Investor Group has not exercised either its right of first refusal or its right
to sell its shares along with the sale of Mohr's shares, Mohr will be permitted
to consummate the proposed sale but on terms no more favorable to the Proposed
Transferee that those first proposed.

         8. Nothing herein shall prohibit the sale, transfer, assignment or
other disposition by any member of the Investor Group of any of its shares, and
any member shall be free to do so as long as such member complies with
applicable federal and state securities laws.

         9. This Agreement shall not become effective until such time as a copy
of this or a counterpart thereof has been duly executed by the Company and Mohr
and delivered to Purchaser. This Agreement: (i) may not be terminated or amended
except by a written instrument between the parties; (ii) constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes any prior understandings, and (iii) shall be governed by the internal
laws of the state of Delaware.
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In connection with any dispute relating to or arising out of this Agreement, the
parties hereby consent to the jurisdiction of the courts located in the County
and State of New York and waive a trial by jury.

                                          Very truly yours,

                                          INRISCO B.V.

                                          By:  /s/ Bob Sijthoff
                                               -----------------------------
                                               Bob Sijthoff, Director

ACCEPTED AND AGREED TO:

GLOBAL INFORMATION GROUP USA, INC.



By: /s/Anthony E. Mohr
    --------------------------------
    Anthony E. Mohr, President



   /s/Anthony E. Mohr
   ---------------------------------
   Anthony E. Mohr, Individually