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                                MUTUAL GENERAL RELEASE

         This Mutual General Release (this "Release") is made as of June 3, 
1997, by and among GLOBAL ONE DISTRIBUTION AND MERCHANDISING INC., a Delaware 
corporation ("Global One"), on the one hand and MARK HAUSER, an individual 
("Hauser"), ARA COHEN, an individual ("Cohen"), WILLIAM SPIER, an individual 
("Spier"), and TAMARIX CAPITAL CORPORATION ("Tamarix"), on the other hand. 
Hauser, Cohen, Spier and Tamarix are sometimes collectively referred to as 
the "Tamarix Parties." Global One and the Tamarix Parties are sometimes 
collectively referred to as the "Parties."

                                  FACTUAL BACKGROUND

         1.   In or about July, 1995, certain of the Tamarix Parties and 
Global One's predecessor in interest, OSP Publishing, Inc. ("OSP") entered 
into a written agreement (the "1995 Agreement") whereby certain of the 
Tamarix Parties agreed to act as financial advisors for OSP and to provide 
certain specified financial services in exchange for certain specified 
compensation.  

         2.   At the end of August 1996, Global One completed a merger 
transaction (the "Merger") and Hauser was named to its Board of Directors.

         3.   Prior to completion  of the Merger, certain of the Tamarix 
Parties and OSP entered into two new written agreements (the "1996 Hauser 
Agreement" and the "1996 Tamarix Agreement," respectively) (collectively, 
"the 1996 Agreements") pursuant to which certain of the Tamarix Parties were 
to act as financial advisors to OSP (and Global One upon completion of the 
Merger). The 1996 Hauser Agreement, by its terms, obligated Hauser personally 
to provide the services described in such agreement. Hauser was to receive 
certain monetary and other compensation pursuant to the 1996 Hauser Agreement.

         4.   The 1996 Tamarix Agreement obligated Tamarix to provide 
specified financial services to OSP (and Global One upon completion of the 
Merger).  In consideration of such services, Tamarix was to receive fees to 
be agreed upon by the parties based on customary investment banking fees for 
such services, as well as 

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certain success fees payable upon the completion of the happening of certain 
events. 

         5.   Following completion of the Merger, Global One issued warrants 
to purchase 239,922 shares of Global One's common stock to Hauser; warrants 
to purchase 50,000 shares of Global One's common stock to Cohen; and warrants 
to purchase 90,000 shares of Global One's common stock to  Spier. (Such 
warrants are collectively referred to as the "Warrants").

         6.   A dispute has arisen regarding, among other things,  the 
services to be provided pursuant to the 1996 Agreements, the terms and 
conditions of the Warrants, Hauser's position as a Director on Global One's 
Board, and payments of amounts owed by Global One to the Tamarix Parties.

         7.   Each of the Parties now desires to (i) release each of the 
others from the obligations contained in the 1995 Agreement and the 1996 
Agreements; (ii) modify the Warrants as set forth below; (iii) effectuate 
Hauser's resignation from his position on Global One's Board of Directors; 
and (iv) take such other actions as set forth herein.

                                      AGREEMENT

         Now, therefore, in consideration of the foregoing, the mutual 
promises set forth herein and effective upon the satisfaction of the 
deliveries set forth below in paragraph A, the Parties agree as follows:

         A.   (i) Upon the execution hereof by all parties, Hauser shall 
deliver his resignation from Global One's Board of Directors in the form set 
forth in Exhibit "A" attached hereto.
              
              (ii) Upon receipt of the delivery required by Section A.(i), 
Global One shall dismiss, with prejudice, the lawsuit captioned GLOBAL ONE 
DISTRIBUTION & MERCHANDISING INC. V. MARK HAUSER, ET AL., United States 
District Court Case No. CV-97-3897 CBM (SHx)(the "Lawsuit").

         B.   (i) Global One and its respective trustees, employees, agents, 
representatives, affiliates and attorneys ("Affiliates") hereby releases and 
discharges each of the Tamarix 

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Parties and their Affiliates, and each of the Tamarix Parties hereby releases 
and discharges Global One and its Affiliates from any and all claims, debts, 
liabilities, obligations and causes of action of every nature and character, 
whether known or unknown, now existing or hereafter arising, now owned or 
hereafter acquired, which Global One or any of the Tamarix Parties now have 
or may hereafter claim to have by reason of any matter, fact or thing 
whatsoever occurred, done or admitted to be done, prior to the date of this 
Release, arising out of or in connection with or in respect to any of the 
matters or disputes involved in or related to the 1995 Agreement, the 1996 
Agreements, the Warrants, Hauser's position on Global One's Board of 
Directors (including compensation relating thereto), or any matter covered or 
relating to the Lawsuit. The foregoing releases shall extend to and apply to 
and are hereby made for the express benefit of the past and present officers, 
directors, trustees, employees, agents, attorneys, affiliates and 
representatives of Global One and the Tamarix Parties and their past and 
present Affiliates.

              (ii) In connection with the foregoing release, Global One and 
each of the Tamarix Parties hereby waives all rights and benefits which may 
be afforded to them by or under California Civil Code Section 1542, and 
further acknowledges that if any of them hereafter discovers any facts 
different from or in addition to those which such party now knows or believes 
to be true with respect to any of the claims or other matters so released, 
then such party's foregoing release nonetheless shall be and remain effective 
in all respects. Global One and each of the Tamarix Parties acknowledges that 
Section 1542 of the California Civil Code provides as follows:

              "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
              DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
              EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE
              MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

              (iii) Global One and each of the Tamarix Parties, and each of 
them, on their own behalf and on behalf of each of their Affiliates, 
represent and warrant that no party heretofore has assigned, transferred or 
hypothecated or set over to any person or entity any interest in any of the 
claims that are the subject of this Release.

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              (iv)  The 1995 Agreement and the 1996 Agreements are  terminated 
and of no further force or effect. The Indemnification Agreement, dated 
August 28, 1996, between Global One and Mark S. Hauser shall survive 
according to its stated terms and conditions.

              (v)   Upon the execution hereof by all parties, Global One shall 
reimburse Tamarix for expenses in the amount of $900.00.

              (vi)  Upon the execution hereof by all parties and return of the 
presently outstanding and issued Warrants to Global One, Global One shall 
issue replacements to the Warrants modifying the Warrants to (a) adjust the 
exercise price thereof to $1.00 per share of Global One common Stock (or to 
such lower amount, in the event Global One issues any of its shares for a 
lower monetary consideration on or before June 3, 1998); and (b) provide 
"piggy-back" registration rights for the Warrants for a period of three (3) 
years from the date hereof in the event Global One conducts a registration of 
its shares during such time period. In all other substantive respects the 
replacement Warrants shall be identical to the existing Warrants.

              (vii) Tamarix shall receive a "Success Fee" as set forth on 
Schedule "I" attached hereto in the event Global One completes a transaction 
with any of the entities set forth on Schedule "I" on or before December 3, 
1998 (except as otherwise limited to a shorter period as described thereon).

         C.   The negotiations concerning this Release were conducted in 
California between counsel for the parties and this Release is made with 
reference to and consideration of California law.  Accordingly, the validity, 
enforcement, interpretation and construction of this Release shall be in 
accordance with and under and pursuant to the laws of the State of 
California. Any action at law or in equity arising under this agreement shall 
be filed only in an appropriate State or Federal Court located in the County 
of Los Angeles, California.  The parties to this Agreement hereby consent and 
submit to the personal jurisdiction of such courts for the purposes of 
litigating any such action.

         D.   This Release shall bind, and inure to the benefit of, the 
respective heirs, assigns, successors, shareholders, officers, directors, 
employers, trustees, and legal representatives of Global One and each of the 
Tamarix Parties.

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         E.   Global One and each of the Tamarix Parties represents and 
warrants that they have full power and authority to execute this Release. 
Nothing contained in this Release shall release or impair any of the rights, 
obligations or liabilities created by, or any of the acknowledgments, 
covenants, agreements, representations or warranties contained in this 
Release.

         F.   In executing this Release, Global One and each of the Tamarix 
Parties represents and warrants that they do so with full knowledge of all 
rights which they may have and that they have received independent legal 
advice from their attorneys. Global One and each of the Tamarix Parties are 
relying on their own judgment, belief and knowledge with regard to the 
subject of this Release, and each party to this Release acknowledges that 
they have not been influenced to any extent whatsoever in making this Release 
by any representations or statements by any other party or counsel for any 
other party. This Release is freely and voluntarily entered into.

         G.   This Release has been prepared jointly for the parties and is 
to be construed fairly and not in favor of or against any party as the 
draftsman thereof.

         H.   In the event that any of the provisions of this Release is held 
to be unenforceable, invalid or illegal by any court of competent 
jurisdiction, such illegality shall not invalidate the whole of this Release, 
but rather this Release shall be construed as if it did not contain the 
illegal part, and the rights and obligations of the parties shall be 
construed and enforced accordingly.

         I.   In the event of any controversy, claim or dispute relating to 
this Release or the breach of any party thereof, the prevailing party shall 
be entitled to recover from the losing party reasonable expenses, attorneys' 
fees and costs, including costs of enforcing any judgment.

         J.   This Release may not be amended, modified or otherwise changed 
in any respect whatsoever except by a writing duly executed by authorized 
representatives of Global One and each of the Tamarix Parties.

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         K.   It is understood that the delivery and execution of this 
Release does not constitute an admission of liability but is a compromise of 
disputed claims.

         L.   This Release may be executed in one or more counterparts, each 
of which shall be deemed to be an original, but all of which taken together 
shall constitute one and the same instrument.

         M.   This Release constitutes the entire agreement between the 
parties herein named.  Any oral representations or modifications concerning 
this Release shall be of no force or effect.

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

GLOBAL ONE DISTRIBUTION                
& MERCHANDISING INC.


By: /s/ George J. Vrabeck          /s/ Mark Hauser         
    -------------------------      -----------------------------
                                   MARK HAUSER
Its:    President        
    -------------------------

                                   /s/ Ara Cohen           
                                   -----------------------------
                                   ARA COHEN


                                   /s/ William Spier       
                                   -----------------------------
                                   WILLIAM SPIER


                                   TAMARIX CAPITAL CORPORATION


                                   By: /s/ Mark Hauser       
                                      --------------------------

                                   Its:   President            
                                       -------------------------

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                                     EXHIBIT "A"
                          FORM OF RESIGNATION BY MARK HAUSER


June 3, 1997

Mr. Joseph C. Angard, Chairman of the Board
Global One Distribution & Merchandising Inc.
5548 Lindbergh Lane
Bell, California 90201

Dear Joe:

Please accept, effective immediately, my resignation from Global One's Board.


Sincerely, 

Mark Hauser

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                                     SCHEDULE "I"

The following companies and their successors are the entities referred to in 
Section B.(vii) subject to the following Success Fee.

PROTECTED PROSPECTS

Golder Thoma Cresey
Scandecor
Devon Group
Shansby
Landmark (protected for one (1) year from the date hereof).

SUCCESS FEE

1.   A one-time cash fee equal to two percent (2%) of funds raised or committed 
     or obligations assumed through a financing and a one-time issuance of 
     warrants to purchase such number of common shares of Global One equal to
     two percent (2%) of the number of shares sold in the financing exercisable 
     at the per share price obtained in the financing at any time over the 
     following 5 years with piggy-back registration rights (provided that 
     Tamarix agrees to terms customarily requested by an underwriter if Global 
     One undertakes a public offering of equity in the financing); or

2.   A one-time cash fee equal to one percent (1%) of the consideration 
     (including payments made and debt assumed) paid in an acquisition.


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