<PAGE>

                         SHARE PURCHASE & SALE AGREEMENT
    
    THIS AGREEMENT (the "Agreement"), dated as of June 6, 1997, is entered 
into by and between 2d Interactive, Inc., a Delaware corporation ("2d"), and 
Global One Distribution & Marketing, Inc., a Delaware corporation ("Global 
One").

    WHEREAS, 2d and Global One wish to provide for the mutual sale and 
exchange of common stock, on the terms and conditions herein set forth.

    NOW THEREFORE, in consideration of the premises and the mutual agreements 
and understandings herein set forth:

                 1. ISSUANCE, SALE AND PURCHASE OF THE SHARES

              (a) EXCHANGE, ISSUANCE, AND DELIVERY OF CERTIFICATES

    (i)     Within 30 days of the satisfaction of the conditions precedent 
set forth in section 4(c)(i) of this Agreement, 2d shall issue and deliver to 
Global One, 19,625 shares of 2d common stock, and Global One shall issue and 
deliver to 2d, one-half of the number of Global One common stock shares 
determined in accordance with section 1(b)(iii) below.

    (ii)    Within 30 days of the satisfaction of the conditions precedent 
set forth in section 4(c)(ii) of this Agreement, 2d shall issue and deliver 
to Global One, 19,625 shares of 2d common, and Global One shall issue and 
deliver to 2d, one-half of the number of Global One common stock shares 
determined in accordance with section 1(b)(iii) below.

    (iii)   The total number of common stock shares to be issued by Global 
One pursuant to section 1(a)(i) and 1(a)(ii) shall be equal to 550,000 shares 
of common stock at $2.00 per share. 

    (iv)    2d will, on the Closing Date, issue and deliver to Global One, 
19,625 shares of 2d common stock, for and in consideration of Global One's 
faithful and diligent performance of that certain Distribution Agreement, 
subject to applicable cure periods as contained therein, to be entered into 
by and between the parties as of the Closing Date, a copy of which is 
attached hereto and made a part hereof.  In the event of a material breach of 
the Distribution Agreement by Global One during the initial term of such 
Distribution Agreement, 2d shall have the right, in addition to any other 
available remedies available at law or in equity, to repurchase the 2d Shares 
issued pursuant to this paragraph (iv), at a purchase price of one cent 
($.01) per share.   Provided however, the number of 2d Shares that 2d may 
purchase pursuant to this purchase option shall be reduced by 10% for each 
year the Distribution Agreement remains in full force and effect.

    (v)     Within 30 days of Global One's satisfaction in every respect of 
the conditions set forth in 

<PAGE>

paragraph 2(a) of the Distribution Agreement with respect to the placement of 
1,000 2d PosterCruisers during the first year of the Distribution Agreement, 
2d will issue and deliver to Global One, 19,625 shares of 2d common stock.  
In the event that the conditions of paragraph 2(a) of the Distribution 
Agreement are not satisfied in every respect by Global One or in the event 
that there is a material breach of the Distribution Agreement by Global One, 
then Global One's right to receive 2d Shares pursuant to this paragraph (iii) 
shall terminate and have no further force or effect. In the event of a 
material breach of the Distribution Agreement by Global One during the 
initial term of such Distribution Agreement, 2d shall have the right to 
repurchase the 2d Shares issued pursuant to this paragraph (v), at a purchase 
price of one cent ($.01) per share.  Provided however, the number of 2d 
Shares that 2d may purchase pursuant to this purchase option shall be reduced 
by the percentage of PosterCruisers actually placed by Global One (determined 
by dividing actual PosterCruiser Placement by 1,000), further provided, that 
Global One achieves a minimum placement of 75% of the 1,000 PosterCruisers.

    (vi)    The Global One and 2d common stock referred to above shall 
collectively be referred to as "Shares", and shall be referred to separately 
as either the "2d Shares" or the "Global One Shares."

    (vii)   Until and prior to the issuance of the 2d Shares, the number of 
2d Share to be issued pursuant to this Agreement shall be subject to 
adjustment (i) in the event that 2d at any time or from time to time after 
the date hereof, but prior to the issuance thereof, shall declare or pay any 
dividend on common stock payable in common stock, or effect a subdivision of 
the outstanding shares of common stock into a greater number of shares of 
common stock (by reclassification or otherwise than by payment of a dividend 
in common stock), then, in any such event, the number of 2d shares shall be 
increased proportionately, and (ii) in the event that the outstanding shares 
of 2d common stock shall be combined or consolidated, by reclassification or 
otherwise, into a lesser number of shares of 2d common stock, the number of 
2d Shares to be issued to Global One shall, concurrently with the 
effectiveness of such combination or consolidation, be proportionately 
adjusted.

                    (b) RESTRICTED NATURE OF THE SHARES

    (i)     Global One recognizes and acknowledges that:

            (1) the 2d Shares have been offered by 2d, and are being 
purchased by Global One, without registration pursuant to, and in reliance on 
the exemption from registration provided for in Section 4(2) of, the 
Securities Act of 1933, as amended (the "Act"),

            (2) the disposition of any or all of the 2d Shares by Global One 
will be restricted under the Act and the rules and regulations thereunder, and

            (3) the certificates for the 2d Shares will each bear a 
conspicuous legend which states that the 2d Shares have not been registered 
under the Act, and refers to the restrictions on the transferability of the 
2d Shares, and the repurchase rights set forth in section 1(a) hereof.

<PAGE>

    (ii)    2d recognizes and acknowledges that:

            (1) the Global One Shares have been offered by Global One, and 
are being purchased by 2d without registration pursuant to, and in reliance 
on the exemption from registration provided for in Section 4(2) of, the 
Securities Act of 1933 as amended (the "Act"),

            (2) the disposition of any or all of the Global One Shares by 2d 
will be restricted under the Act and the rules and regulations thereunder, and

            (3) the certificates for the Global One Shares will each bear a 
conspicuous legend which states that the Global One Shares have not been 
registered under the Act, and refers to the restrictions on the 
transferability thereof.
         
                    2. REPRESENTATIONS AND WARRANTIES
                           OF 2D AND GLOBAL ONE

    2d and Global One hereby represent and warrant to each other that:

                     (a) ISSUE AND SALE OF THE SHARES

    Except as otherwise provided in this Agreement, upon fulfillment of the 
conditions precedent set forth in paragraph 4, each party will have all 
necessary corporate and other power, and all necessary authorization of such 
party's board of directors and shareholders, and any other authorization 
necessary to issue and sell the Shares to the other party hereunder. The 
Shares, when issued and sold hereunder, will be free and clear of any and all 
liens, claims, encumbrances and restrictions of every kind, except for 
restrictions imposed under the Act and other laws and governmental 
regulations applicable to unregistered securities.

                            (b) CAPITALIZATION

    (i)     Upon execution of this Agreement, 2d's total outstanding capital 
stock consists of 230,744 shares of common stock, exclusive of the 2d Shares 
being issued pursuant to this Agreement, with a par value of $.01, and 195 
shares of preferred stock, with a par value of $.01. Each share of preferred 
stock has the right and option to convert into 461.35 shares of 2d common 
stock. In addition, on the Closing Date, there is anticipated to be 
outstanding warrants, options and other rights (both vested and non-vested) 
to acquire up to 26,675 shares of 2d common stock. The 2d Shares will, when 
delivered hereunder, be validly issued, fully authorized and paid, and 
non-assessable.

    (ii)    Upon execution of this Agreement, Global One's outstanding 
capital stock consists of 13,010,947, shares of common stock, exclusive of 
the Global One Shares being issued pursuant to this Agreement, with a par 
value of $.01, and 0 shares of preferred stock, with a par value of $.01. In 

<PAGE>

addition, on the Closing Date, there is anticipated to be outstanding 
warrants, options and other rights (both vested and non-vested) to acquire up 
to 3,143,033 shares of Global One common stock. The Global One Shares will, 
when delivered hereunder, be validly issued, fully authorized and paid, and 
non-assessable.

                   (c) CORPORATE EXISTENCE AND STANDING

    (i)     2d is duly organized, validly existing and in good standing under 
the laws of the State of Delaware, and has the corporate power and authority, 
and all requisite governmental licenses and consents, to carry on its 
business as it is contemplated to be conducted, and to own, lease and operate 
its properties. The copies of 2d's Articles of Incorporation (certified as of 
the date hereof by 2d's Secretary) and By-laws (certified as of the date 
hereof by 2d's Secretary) which have been delivered to Global One are 
complete and correct, and there have been no amendments thereto prior to the 
Closing Date.  The directors and officers of 2d will be at the Closing Date 
set forth and certified by the Secretary of 2d.  On the Closing Date, 2d will 
deliver certified copies of resolutions from its Board of Directors (i) 
authorizing the execution of this Agreement, (ii) the issuance of the 2d 
Shares, and (iii) the performance of the transactions contemplated by this 
Agreement and the Distribution Agreement.  On the Closing Date, 2d will 
deliver certificates of good standing from the State of Delaware.

    (ii)    Global One is duly organized, validly existing and in good 
standing under the laws of the State of Delaware, and has the corporate power 
and authority, and all requisite governmental licenses and consents, to carry 
on its business as it is contemplated to be conducted, and to own, lease and 
operate its properties. Global One is, or will on the Closing Date be, duly 
qualified and in good standing as a foreign corporation, and authorized to do 
business in all other states or  jurisdictions in which the nature of its 
properties owned, or business conducted, necessitates such qualification or 
authorization. The copies of Global One's Articles of Incorporation 
(certified as of the date hereof by Global One's Secretary) and By-laws 
(certified as of the date hereof by Global One's Secretary) which have been 
delivered to 2d are complete and correct, and there have been no amendments 
thereto prior to the Closing Date. The directors and officers of Global One 
will on the Closing Date be set forth and certified by the Secretary  of 
Global One. On the Closing Date, Global One will deliver certified copies of 
resolutions from its Board of Directors (i) authorizing the execution of this 
Agreement, (ii) the issuance of the Global One Shares, and (iii) the 
performance of the transactions contemplated by this Agreement and the 
Distribution Agreement.  On the Closing Date, Global One will deliver 
certificates of good standing from the State of Delaware.

                               (d) AUTHORITY

    (i)     2d, and any authorized agent signing this Agreement on behalf of 
2d, have all necessary corporate, and other legal power, authority and 
authorization to execute and deliver this Agreement, and to consummate the 
transactions contemplated by this Agreement. This Agreement constitutes a 
legal, valid and binding obligation of 2d enforceable in accordance with its 
terms. Neither the execution and delivery of this Agreement, nor the 
consummation of the transactions contemplated herein, will violate 

<PAGE>

any provision of the Articles of Incorporation or By-Laws, or violate or 
constitute a default under any agreement, instrument or arrangement to or by 
which 2d is a party or is bound, or any statute, regulation, order, judgment, 
or decree or award of any governmental body, court or arbitrator binding upon 
2d.

    (ii)    Global One, and any authorized agent signing this Agreement on 
behalf of Global One, have all necessary corporate, and other legal power, 
authority and authorization to execute and deliver this Agreement, and to 
consummate the transactions contemplated by this Agreement. This Agreement 
constitutes a legal, valid and binding obligation of Global One enforceable 
in accordance with its terms. Neither the execution and delivery of this 
Agreement, nor the consummation of the transactions contemplated herein, will 
violate any provision of the Articles of Incorporation or By-Laws, or violate 
or constitute a default under any agreement, instrument or arrangement to or 
by which Global One is a party or is bound, or any statute, regulation, 
order, judgment, or decree or award of any governmental body, court or 
arbitrator binding upon Global One.

                                (e) FINANCIAL STATEMENTS

    (i)     2d has furnished to Global One (I) its unaudited balance sheet as 
of December 31, 1996, and its related income statement for the year then 
ended, and (2) its April 30, 1997, unaudited interim financial statements. 
Such statements reasonably present 2d's financial position as of the dates 
thereof, and the results of its operations for the periods covered thereby. 
Since April 30, 1997, there has been no material adverse change in 2d's 
condition, (other than a material reduction in 2d's available cash and 
working capital), properties or operations as shown on such financial 
statements, except as otherwise disclosed in writing as part of this 
transaction, or as reflected on the interim financial statements dated 
April 30, 1997, and since such date no dividends have been declared or 
paid on any 2d stock.

    (ii)    Global One has furnished to 2d (1) its audited balance sheet as 
of December 31, 1996, and its related income statement for the year then 
ended, certified by Deloitte & Touche, certified public accountants, and (2) 
its March 31, 1997, interim unaudited financial statements. Such statements 
were prepared in accordance with generally accepted accounting principles 
consistently applied, and present Global One's financial position as of the 
dates thereof, and the results of its operations for the periods covered 
thereby. Since March 31, 1997, there has been no material adverse change in 
Global One's condition (financial or otherwise), properties or operations as 
shown on such financial statements, except as otherwise disclosed in writing 
as part of this transaction, or as reflected on the interim financial 
statements dated March 31, 1997, and since such date no dividends have been 
declared or paid on any Global One stock.

                      (f) SUBSIDIARIES, JOINT VENTURES, ETC.

    (i)     As of the date hereof 2d has no subsidiaries, and is not a 
shareholder, partner, member, or affiliate of any other corporation, limited 
liability company, partnership, or joint venture.

<PAGE>

    (ii)    As of the date hereof Global One has three subsidiaries: OSP 
Publishing, Inc., Kelly Russell Studios, Inc., BEx Corp., and is not a 
shareholder, partner, member, or affiliate of any other corporation, limited 
liability company, partnership, or joint venture.

                               (g) PROCEEDINGS

    (i)     There are no proceedings pending or threatened against or 
affecting 2d in any court or before any governmental authority, arbitration 
board or tribunal which, if adversely determined, would materially and 
adversely affect 2d's business or condition (financial or otherwise), or the 
ability of 2d to perform its respective obligations under this Agreement or 
any other agreement relating to the transactions contemplated herein.  To the 
best of its knowledge, 2d is not in default with respect to any order, 
judgment or decree of any court or governmental authority.

    (ii)    There are no proceedings pending or threatened against or 
affecting Global One in any court or before any governmental authority, 
arbitration board or tribunal which, if adversely determined, would 
materially and adversely affect Global One's business or financial condition, 
or the ability of Global One to perform their respective obligations under 
this Agreement or any other agreement relating to the transactions 
contemplated herein.  To the best of its knowledge, Global One is not in 
default with respect to any order, judgment or decree of any court or 
governmental authority.

                          (h) ACCURACY OF INFORMATION

    No information furnished in connection with the transactions contemplated 
herein, as of the date hereof, contains any untrue statement or omission of a 
material fact required to be stated therein or necessary to make the 
statements contained therein not misleading.

                     (i) TAX RETURNS AND TAX LIABILITIES

    Each party has filed all tax returns required to be filed prior to the 
date hereof, and has paid in full, or made provisions in the financial 
statements described in Section 2(e) for the payment of, all taxes due 
thereon. There are no pending audits, assessments or deficiencies, and each 
party has not executed or agreed to execute any waivers or extensions of 
statutes of limitations with respect to any such taxes.

                      (j) INVESTMENT REPRESENTATION

    (i)     2d is acquiring the Global One Shares for its own account for 
investment and not with a view to distribution or resale, and the Global One 
Shares will not be sold or transferred unless (i) such sale is registered in 
accordance with the provisions of the Act and any applicable state laws or 
(ii) 2d delivers an opinion of counsel reasonably satisfactory to Global One 
that registration under the Act or any applicable state laws is not required. 
2d has such knowledge and experience in financial and business matters that 
it is capable of evaluating the merits and risks of an investment in the 
Global One Shares, and its financial condition is such that there is no 
present necessity or obligation requiring it to dispose 

<PAGE>

of the Global One Shares to satisfy any commitment, and it is able to bear 
the economic risk of the investment in the Global One Shares for an 
indefinite period of time. 2d acknowledges that Global One has made available 
to 2d the opportunity to request and receive all requested information 
concerning Global One and has independently conducted its own due diligence 
concerning the facts, risks, and circumstances surrounding Global One's 
business and the transactions contemplated by this Agreement.

    (ii)    Global One is acquiring the 2d Shares for its own account for 
investment and not with a view to distribution or resale, and the 2d Shares 
will not be sold or transferred unless (i) such sale is registered in 
accordance with the provisions of the Act and any applicable state laws or 
(ii) Global One delivers an opinion of counsel reasonably satisfactory to 2d 
that registration under the Act or any applicable state laws is not required. 
Global One has such knowledge and experience in financial and business 
matters that it is capable of evaluating the merits and risks of an 
investment in the 2d Shares, and its financial condition is such that there 
is no present necessity or obligation requiring it to dispose of the 2d 
Shares to satisfy any commitment, and it is able to bear the economic risk of 
the investment in the 2d Shares for an indefinite period of time. Global One 
acknowledges that 2d has made available to Global One the opportunity to 
request and receive all requested information concerning 2d and has 
independently conducted its own due diligence concerning the facts, risks, 
and circumstances surrounding 2d's business and the transactions contemplated 
by this Agreement.

                       3. COVENANTS OF 2D AND GLOBAL ONE

    Each party hereto hereby agrees that:

                (a) CONDUCT OF BUSINESS PRIOR TO THE CLOSING DATE

    Except for transactions expressly approved in writing by the other party 
hereto, from the date hereof to the Closing Date each party will operate its 
business only in the usual, regular and ordinary course of business.

                           (b) NO ORGANIC CHANGE

    Except as provided in subparagraph (d) below, prior to the Closing Date 
neither party shall: (i) amend its Articles of Incorporation or By-laws; (ii) 
cause or allow a change to be made in its outstanding capital stock by 
reclassification, subdivision, reorganization or otherwise; (iii) enter into 
or negotiate a merger or consolidation with any other corporation or other 
entity; or (iv) sell any substantial assets, or purchase substantially all of 
the assets of any other entity.

                            (c) NO DIVIDENDS, ETC.

    Prior to the Closing Date, neither party shall cause a dividend or other 
distribution or payment to be declared, paid or made by it with respect to 
shares of its capital stock, or cause a purchase, 

<PAGE>

redemption or other acquisition to be made by it with respect of any of such 
shares.

                                (d)  2D STOCK OFFERING
                                           
    Notwithstanding the foregoing, 2d shall have the right and opportunity to 
pursue an offering of its authorized common or preferred stock, or any other 
security, for the purpose of raising capital on such terms and conditions as 
the shareholders and/or board of directors of 2d deem appropriate in order to 
carry out the business plans and objectives of 2d.

            4. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIES

                           (a) 2d Conditions to Closing
                                           
    The obligations of 2d to perform and carry out the terms and conditions 
of this Agreement shall be contingent upon 2d securing (i) a written waiver 
of certain pre-emptive rights of 2d's preferred stock Shareholders, within 
twenty (20) business days of acceptance of this Agreement; and, (ii) a 
resolution from 2d's Board of Directors approving of this transaction within 
five (5) business days of acceptance of this Agreement. 

                         (b) Global One Conditions to Closing
                                           
    The obligations of Global One to perform and carry out the terms and 
conditions of this Agreement shall be contingent upon Global One securing (i) 
a resolution from its board of directors approving of this transaction with 
five (5) business days of acceptance of this Agreement, and (ii) a Voting 
Agreement by and between Global One and Dominic Ianno, Gregory Baldwin and 
Mitch Fournier as trustees of that certain Voting Trust Agreement dated May 
1, 1996, to vote certain common stock shares in accordance with paragraph 
6(d) hereof, within five (5) business days of acceptance of this Agreement. 

                         (c) Conditions to Issuance of Shares
                                           
    (i)     The issuance of the 2d Shares and Global One Shares as set forth 
in section 1(a)(i) shall be conditioned upon and subject to 2d raising 
capital in the aggregate amount of two and one half million dollars 
($2,500,000), through an offering of equity, debt, or other securities, or 
pursuant to a line-of-credit or equipment lease arrangement within eighteen 
(18) months from the Closing Date.  In the event that such capital is not 
raised by 2d, then each party's obligation to issue such shares shall 
terminate, provided however, Global One may elect to waive this condition by 
written notice to 2d, upon which the obligations shall remain in full force 
and effect, and shall as soon thereafter be completed.  

    (ii)    The issuance of the 2d Shares and Global One Shares as set forth 
in section 1(a)(ii) shall be conditioned upon and subject to 2d raising total 
capital, including the amount raised pursuant to subparagraph (i) above, of 
five million dollars ($5,000,000), through an offering of equity, debt, or 
other

<PAGE>

securities, or pursuant to a line-of-credit or equipment lease arrangement 
within twenty-four (24) months from the Closing Date.  In the event that such 
capital is not raised by 2d, then each party's obligation to issue such 
shares shall terminate, provided however, Global One may elect to waive this 
condition by written notice to 2d, upon which the obligations shall remain in 
full force and effect, and shall as soon thereafter be completed.   

                              (c) Waiver & Best Efforts
                                           
    Either party may waive the conditions precedent to its obligations to 
perform this Agreement.  Absent a waiver or extension of this Agreement for 
the fulfillment of each condition, this Agreement shall automatically 
terminate upon failure to meet each stated condition.  Each party shall use 
its best efforts to secure the necessary agreements, documents and approvals 
stated herein.

                                   5. CLOSING

                              (a) TIME AND PLACE

    The closing of this transaction will take place at 2d Interactive, Inc., 
at 1:00 p.m. local time, on July 16, 1997 (the "Closing Date"), or at such 
other time and date as the parties may agree.

                        (b) 2D DELIVERIES ON CLOSING DATE

    (i)     At the Closing, 2d shall deliver to Global One certificates for 
the total amount of shares of common stock to be issued to Global One 
pursuant to paragraph 1(a)(iv), which certificates shall have been, on the 
Closing Date, registered in Global One's name in the stock transfer records 
of 2d. 

    (ii)    At the Closing, 2d shall execute and deliver to Global One two or 
more fully executed copies of the Distribution Agreement.  

    (iii)   At the Closing, 2d shall execute and deliver to Global One two or 
more fully executed copies of the Standstill Agreement and 2d Voting 
Agreement.  

    (iv)    At the Closing, 2d shall deliver the resolutions and documents 
set forth in paragraph 2(c) hereof.

                 (c) GLOBAL ONE DELIVERIES ON CLOSING DATE

    (i)     At the Closing, Global One shall execute and deliver to 2d, two 
or more fully executed copies of the Distribution Agreement.  

    (ii)    At the Closing, Global One shall execute and deliver to 2d, two 
or more fully executed 

<PAGE>

copies of the Standstill Agreement and 2d Voting Agreement.  

    (iii)   At the Closing, Global One shall deliver the resolutions and 
documents set forth in paragraph 2(c) hereof.

                     6. POST CLOSING AGREEMENTS
    
                     (a) REGISTRATION COVENANTS

    (i)     If at any time after the Closing Date 2d shall determine to 
register under the Act any of the shares of its common stock, 2d will 
promptly notify Global One of such determination and give Global One an 
opportunity to include any of the shares then held by Global One as part of 
such registration, at no cost to Global One, except for its share of 
applicable commissions, discounts, and underwriting fees.

    (ii)    If at any time after the Closing Date Global One shall determine 
to register under the Act any of the shares of its common stock, Global One 
will promptly notify 2d of such determination and give 2d an opportunity to 
include any of the Global One Shares then held by 2d as part of such 
registration, at no cost to 2d, except for its share of applicable 
commissions, discounts, and underwriting fees.

    (iii)   Either party's obligation to effect registration of the Shares 
for the other party shall include using its best efforts in attempting to 
qualify under the Act and any other applicable Blue Sky or state securities 
laws as may be necessary to enable such party to offer and sell such shares 
or any part thereof.  The shares registered pursuant to this section shall be 
subject to such restrictions on transfer as may be determined by the board of 
directors of the company registering such shares.

    (iv)    If a registration pursuant to this Section 6 involves an 
underwritten offering and the managing underwriter shall advise the company 
in writing that in its opinion the number of securities requested to be 
included in such registration exceeds the number which can be sold in such 
offering, the number of shares of Registrable Securities to be included in 
such registration shall be allocated pro rata among all Selling Shareholders 
on the basis of the relative number of shares of each shareholder. 

    (v)     In the event of any registration of any securities of either 
company under the Securities Act pursuant to Section 3 or 4 hereof, such 
company will, and it hereby does, indemnify and hold harmless, to the extent 
permitted by law, the seller of any Registrable Securities covered by such 
registration statement, its directors and officers, each other Person who 
participates as an underwriter in the offering or sale of such securities and 
each other Person, if any, who controls such seller or any such underwriter 
within the meaning of the Securities Act (collectively, the "Indemnified 
Parties"), against any and all losses, claims, damages or liabilities, joint 
or several, and expenses to which any of the Indemnified Parties may become 
subject under the Securities Act, common law or otherwise, insofar as such 
losses, claims, damages or liabilities (or actions or proceedings in respect 
thereof, whether or not such Indemnified Party is a party thereto) arise out 
of or are based upon (i) any untrue statement or alleged untrue statement of 
any material fact contained in any registration statement under which such 
securities 

<PAGE>

were registered under the Securities Act, any preliminary, final or summary 
prospectus contained therein, or any amendment or supplement thereto, or (ii) 
any omission or alleged omission to state therein a material fact required to 
be stated therein or necessary to make the statements therein not misleading, 
in light of the circumstances then existing. Such company will reimburse each 
Indemnified Party for any legal or any other expenses reasonably incurred by 
them in connection with investigating or defending any such loss, claim, 
liability, action or proceeding; provided that such company shall not be 
liable in any such case to the extent that any such loss, claim, damage, 
liability (or action or proceeding in respect thereof) or expense arises out 
of or is based upon any untrue statement or alleged untrue statement or 
omission or alleged omission made in such registration statement or amendment 
or supplement thereto or in any such preliminary, final or summary prospectus 
in reliance upon and in conformity with written information furnished to such 
company through an instrument duly executed by such seller specifically 
stating that it is for use in the preparation thereof, and provided further 
that such company will not be liable to any Person who participates as an 
underwriter in the offering or sale of Registrable Securities or any other 
Person, if any, who controls such underwriter within the meaning of the 
Securities Act, under the indemnity agreement in this Section 6(a) with 
respect to any preliminary prospectus or the final prospectus or the final 
prospectus as amended or supplemented, as the case may be, to the extent that 
any such loss, claim, damage or liability of such underwriter or controlling 
Person results from the fact that such underwriter sold Registrable 
Securities to a person to whom there was not sent or given, at or prior to 
the written confirmation of such sale, a copy of the final prospectus 
(including any documents incorporated by reference therein) or of the final 
prospectus as then amended or supplemented (including any documents 
incorporated by reference therein), whichever is most recent, if such company 
has previously furnished copies thereof to such underwriter. Such indemnity 
shall remain in full force and effect regardless of any investigation made by 
or on behalf of such seller or any Indemnified Party and shall survive the 
transfer of such securities by such seller.

    (vi)    INDEMNIFICATION BY THE SELLERS. A party registering securities 
pursuant to this Section 6 may require, as a condition to including any 
Registrable Securities in any registration statement filed in accordance with 
Section 5 hereof, that such company shall have received an undertaking 
reasonably satisfactory to it from the prospective seller of such Registrable 
Securities or any underwriter, to indemnify and hold harmless (in the same 
manner and to the same extent as set forth in Subsection 6(v)) such party 
with respect to any statement or alleged statement in or omission or alleged 
omission from such registration statement, any preliminary, final or summary 
prospectus contained therein, or any amendment or supplement, if such 
statement or alleged statement or omission or alleged omission was made in 
reliance upon and in conformity with written information furnished to such 
party through an instrument duly executed by such seller or underwriter 
specifically stating that it is for use in the preparation of such 
registration statement, preliminary, final or summary prospectus or amendment 
or supplement, or a document incorporated by reference into any of the 
foregoing. Such indemnification shall remain in full force and effect 
regardless of any investigation made by or on behalf of such company or any 
of the prospective sellers, or any of their respective affiliates, directors, 
officers or controlling persons and shall survive the transfer of such 
securities by such seller.

<PAGE>

    (vii)   NOTICES OF CLAIMS, ETC. Promptly after receipt by an indemnified 
party hereunder of written notice of the commencement of any action or 
proceeding involving a claim referred to in the preceding subdivisions of 
this Section 6, such indemnified party will, if a claim in respect thereof is 
to be made against an indemnifying party, give written notice to the latter 
of the commencement of such action; provided that the failure of any 
indemnified party to give notice as provided herein shall not relieve the 
indemnifying party of its obligations under the preceding subdivisions of 
this Section 6, except to the extent that the indemnifying party is actually 
prejudiced by such failure to give notice. In case any such action is brought 
against an indemnified party, unless in such indemnified party's reasonable 
judgment a conflict of interest between such indemnified and indemnifying 
parties may exist in respect of such claim, the indemnifying party will be 
entitled to participate in and to assume the defense thereof, jointly with 
any other indemnifying party similarly notified to the extent that it may 
wish, with counsel reasonably satisfactory to such indemnified party, and 
after notice from the indemnifying party to such indemnified party, of its 
election so to assume the defense thereof, the indemnifying party will not be 
liable to such indemnified party for any legal or other expenses subsequently 
incurred by the latter in connection with the defense thereof. No 
indemnifying party will consent to entry of any judgment or enter into any 
settlement which does not include as an unconditional term thereof the giving 
by the claimant or plaintiff to such indemnified party of a release from all 
liability in respect to such claim or litigation.
         
                 (b) GLOBAL ONE RIGHT OF FIRST REFUSAL

    In the event that at any time prior to the expiration of one year from 
the Closing Date, 2d wishes to issue shares of common stock representing on 
the date of issuance fifty-one percent of the outstanding common stock of 2d, 
2d shall notify Global One of such desire and shall give Global One the first 
right and opportunity, subject to the rights of the 2d Preferred Stock 
shareholders, to purchase such shares on certain terms and conditions 
determined by 2d. Thereafter, Global One shall have fifteen days in which to 
accept such offer and immediately provide for the purchase of such shares, or 
decline such offer.  In the event that Global One declines such offer and 2d 
is able to secure the sale of such shares on terms substantially similar to 
the offer or more favorable than the offer, this option shall have no further 
force or effect and shall terminate in all respects, provided however, in the 
event that 2d is able to secure an offer to sell such interest on financial 
terms that are less favorable to 2d then the offer made to Global One, then 
Global One shall have the right to match such offer and immediately proceed 
with the purchase of such shares in accordance with the terms and conditions 
of such offer. 

                              (c) STANDSTILL AGREEMENT
                                           
    2d and Global One agree to execute and deliver at Closing the Standstill 
Agreement attached hereto and made a part hereof.

                             (d) ELECTION OF 2D DIRECTORS
                                           
    Within 5 business days of execution of this Agreement, 2d will use its 
best efforts, subject to 

<PAGE>

applicable provisions of Delaware law, to secure the execution of a Voting 
Agreement with the trustees of that certain Voting Trust dated May 1, 1996, 
that will provide for the right to at all times during which Global One 
remains the owner of  5% or more of the outstanding common stock:

    (i)     to vote his or its shares of stock to elect to the Board of 
Directors of 2d one person nominated by Global One and reasonably 
satisfactory to 2d, and

    (ii)    in the event of a vacancy in a position held by a director 
nominated by Global One, to vote his or its shares of stock and/or to take 
appropriate steps to cause the remaining directors to appoint a Global One 
nominee to fill such vacancy.

The initial election of a Global One representative shall occur with 30 days 
of the Closing Date. The covenants contained in this Section 6(d) shall be 
binding upon all transferees and assigns of any voting securities of 2d now 
or at any time held by the Shareholders or any of them, and the Shareholders 
jointly and severally agree that all such securities shall bear a legend 
referring to the terms of this Section 6(d).

                (e) RIGHT TO PARTICIPATE IN GLOBAL ONE BOARD MEETINGS
                                           
    From and after the Closing Date, 2d shall have the right to receive from 
Global One reasonable advance written notice of all meetings of the Board of 
Directors of Global One, and further, shall have the right to nominate a 
representative of 2d who may participate in such meeting in person, by 
telephone, by video conference, or by other means.  Such 2d representative 
shall not be entitled to any vote on the board of directors and shall have no 
liability with respect to the actions taken by such Global One board of 
directors.  In addition, copies of any and all resolutions, minutes, and 
other actions taken by the Board of Global One shall be timely given to such 
2d representative.

                   (f) RIGHT OF FIRST REFUSAL ON TRANSFER OF SHARES
                                           
    Provided the shares referred to herein have not been registered pursuant 
to the Act, 

    (i)     2d and Global One each agrees that it will not sell, convey, 
transfer, pledge, donate or assign any Shares except under the terms and 
conditions set forth in this Section.

    (ii)    If 2d or Global One (the "Offering Party") shall at any time 
receive a bona fide arms-length written offer ("Offer") from a responsible 
party to purchase for cash any of the Shares being issued pursuant to this 
Agreement and owned by the Offering Party (such Shares which are the subject 
of the Offer being herein called the "Offered Shares"), which Offer such 
party desires in good faith to accept, the Offering Party shall give to the 
other party hereto written notice of the Offer by providing such other party 
with a copy of the Offer and a full description of all terms thereof 
including without limitation price, payment terms and the name and address of 
the offerer.

<PAGE>

    (iii)   If the other party hereto desires to purchase the Offered Shares 
it shall have the option to purchase all, but not part, of the Offered Shares 
at the purchase price and terms specified in the Offer within a period of 
forty-five days following the giving of the written notice provided for in 
the preceding paragraph.

    (iv)    If, but only if, such option is not exercised, the Offering Party 
shall be free to sell the Offered Shares pursuant to the terms of the Offer 
(provided that the purchaser pursuant to such purchase shall acquire such 
shares subject to the provisions and restrictions of this Section), at any 
time within forty-five days after the end of the forty-five-day period 
referred to in the preceding paragraph.

    (v)     The option provided for in this Section shall be exercisable by 
written notice from the party exercising such option to the Offering Party 
given within the period of time provided in this Agreement for the exercise 
of such option. The Offered Shares shall thereafter be transferred to such 
party at a closing to be held at a mutually agreeable place and time not more 
than thirty days after exercise of said option.

                             (g)  MUTUAL INDEMNIFICATION
                                           
    In consideration of the mutual covenants, agreements, and undertakings 
set forth therein, each party (the "Indemnifying Party") hereto hereby agrees 
to indemnify and hold harmless the other party and its affiliates and the 
respective directors, officers, agents, representatives, advisors and 
employees and its affiliates and each other person, if any, controlling such 
other party or any of its affiliates (each an "Indemnified Person") from and 
against all losses, claims, damages, liabilities, actions, taxes and expenses 
incurred by any Indemnified Person (including fees and disbursements of 
counsel) which are related to or arise, directly or indirectly, out of or in 
connection with (i) any material breach of this Agreement or the agreements 
attached hereto, or (ii) actions taken or omitted to be taken (including any 
untrue statements made or any statements omitted to be made) by the 
Indemnifying Party or any of its affiliates. The Indemnifying Party will 
reimburse any Indemnified Person for all expenses (including fees and 
disbursements of counsel) as they are incurred by such Indemnified Person in 
connection with investigating, preparing or defending any such action or 
claim, whether or not in connection with pending or threatened litigation in 
which such Indemnified Person is a party.  The Indemnifying Party also agrees 
that no Indemnified Person shall have any liability to the Indemnifying Party 
or its affiliates for or in connection, except for such liability for losses, 
claims, damages, liabilities, actions, taxes or expenses incurred by the 
Indemnifying Party or its affiliates insofar as a court of competent 
jurisdiction has determined in a final and nonappealable order that such 
liability has resulted primarily from the gross negligence, recklessness, bad 
faith or willful misconduct of the Indemnified Person, and the Indemnifying 
Party agrees that it will not, and will procure that its affiliates will not, 
make any claim against any Indemnified Person in respect of any such 
liability. The Indemnifying Party further agrees that it will not, without 
the prior written consent of the Indemnified Person (such consent not to be 
unreasonably withheld), settle or compromise or consent to the entry of any 
judgment in any pending or threatened claim, action, suit or proceeding in 
respect of which indemnification may be sought hereunder.

<PAGE>

    Promptly after receipt by an Indemnified Person of notice of any 
complaint or the commencement of any claim, action, suit or proceeding with 
respect to which indemnification is being sought hereunder, such person will 
notify the Indemnifying Party in writing of such complaint or of the 
commencement of such claim, action, suit or proceeding, but failure so to 
notify the Indemnifying Party will not relieve the Indemnifying Party from 
any liability for indemnification or reimbursement of expenses hereunder. If 
the Indemnifying Party so elects or is requested by such Indemnified Person, 
the Indemnifying Party will assume the defense of such action or proceeding, 
including the employment of counsel reasonably satisfactory to the 
Indemnified Person, and the Indemnifying Party agrees to pay the fees and 
disbursements of such counsel. In the event, however, that counsel for such 
Indemnified Person reasonably determines in its judgment that having common 
counsel would present such counsel with a conflict of interest or if the 
Indemnifying Party fails to assume the defense of the claim, action, suit or 
proceeding in a timely manner, then such Indemnified Person may employ 
separate counsel to represent or defend it in any such claim, action, suit or 
proceeding and the Indemnifying Party agrees to pay the fees and 
disbursements of such counsel; provided, however, that the Indemnifying Party 
will not be required to pay the fees and disbursements of more than one 
separate counsel for all Indemnified Persons in any jurisdiction in any 
single claim, action, suit or proceeding. In any claim, action, suit or 
proceeding the defense of which the Indemnifying Party assumes, the 
Indemnified Person will have the right to participate in such litigation and 
to retain its own counsel at such Indemnified Person's own expense.

                              (h)  2D REPURCHASE OPTION
                                           
    In the event that Global One (i) issues common stock which equals fifty 
percent or more of the then outstanding common stock, (ii) receives a tender 
offer for the purchase of fifty percent or more of the outstanding shares of 
Global One common stock, (iii) declares bankruptcy, becomes insolvent or 
makes an assignment for the benefit of creditors, or (iv) replaces two or 
more of its directors or executive officers, during any six month period, and 
in the reasonable good faith opinion of 2d such circumstances materially 
jeopardize Global One's ability to carry out the strategic purposes of this 
Distribution Agreement, then 2d shall have the right and option to repurchase 
the 2d Shares for the then current fair market value of the 2d Shares as 
determined by an independent appraisal to be conducted by an appraiser 
selected by the mutual agreement of the parties, or in the event that the 
parties cannot agree upon an appraiser, than an appraiser shall be appointed 
by an arbitrator who shall be selected pursuant to section 9(b) below.  All 
2d Shares not yet issued pursuant to this Agreement, shall upon exercise of 
this option terminate in all respects along with all rights and obligations 
of Global One to issue Global One Shares. Upon exercise of this option by 2d, 
the Distribution Agreement shall terminate and all obligations contained 
therein shall terminate, except for obligations which would otherwise extend 
beyond the term of the Distribution Agreement..  In the event that 2d shall 
own any Global One stock at the time of the exercise of this option, it may, 
at its election use such stock as part of the purchase price to be paid in 
accordance herewith.  The value of the Global One stock held by 2d shall be 
equal to the value of the stock on the date of exercise of this option as 
quoted on the NASDAQ Stock Exchange (Symbol "GOGO").

<PAGE>
                                           
                         (i) INCOME TAX ALLOCATIONS/ELECTIONS
                                           
    On or before the Closing Date, 2d and Global One agree to value for 
income tax purposes the stock being transferred to Global One pursuant to 
sections 1(a)(iv) and 1(a)(v), and to make any and all income tax elections 
that may be necessary in order to preserve the income tax effects of such 
allocations.  In the event that the parties do not agree on or before the 
Closing to such allocations, or in the event that they cannot otherwise 
agree, an arbitrator selected pursuant to section 9 shall be appointed to 
select an independent account to make such a determination.

                               7. MISCELLANEOUS

                            (a) ENTIRE AGREEMENT

    This document and the documents referenced herein, set forth the entire 
agreement and understanding among the parties relating to the subject matter 
contained herein and merges and supersedes all prior and contemporaneous 
discussions and documents relating thereto.

                                (b) WAIVERS

    The failure of a party at any time to require another party's performance 
of any obligation under this Agreement shall not affect the right to require 
performance of that obligation in the future. Any waiver by any party of any 
breach of any provision hereof shall not be construed as a waiver of any 
continuing or succeeding breach of such provision, a waiver or modification 
of the provision itself, or a waiver or modification of any other right under 
this Agreement.

                             (c) ASSIGNMENTS

    Neither this Agreement nor any right or obligation hereunder is 
assignable in whole or in part, whether by operation of law or otherwise, by 
any party without the prior written consent of the other party.

                          (d) FURTHER DOCUMENTS

    Following the execution hereof the parties will, to the extent deemed 
reasonably necessary, execute and deliver all such additional documents or 
instruments of further assurance as shall be necessary or appropriate to 
carry out the intent of this Agreement.

                              (e) NOTICES

    Except as otherwise specifically provided herein, any notice hereunder 
may be given by one party to the others in writing and by delivery or tender 
either in person or by depositing it in the United 

<PAGE>

States mail in a sealed envelope, with postage prepaid, addressed:

    If to 2d:           Dominic Ianno
                        186 South St.
                        Boston, Massachusetts 02111
         
    with copy to:       Steven J. Thayer
                        Thayer & Associates, Ltd.
                        333 W. Wacker Dr., Suite 2020
                        Chicago, IL 60606

    If to Global One:   George Vrabeck
                        Global One Distribution & Marketing, Inc.
                        5548 Lindbergh Lane
                        Bell, CA 90201      

    with copy to:       Daniel H. Wolff
                        Weissmann, Wolff, Bergman, 
                        Coleman & Silverman, LLP
                        9665 Wilshire Boulevard, Suite 900
                        Beverly Hills, CA 90212-2345


or to such other address as the party to which it is addressed shall have 
previously designated by notice given in accordance with this Section 7(e). 
All such notices shall be effective when delivered in person, or two days 
after deposit in the U.S. mail, or one day after deposit with an overnight 
courier.

                             (f) HEADINGS

    Descriptive headings contained in this Agreement are for convenience only 
and shall not control or affect the meaning or construction of any provisions 
hereof.

                          (g) COUNTERPARTS

    This Agreement may be executed in any number of counterparts, each of 
which, when all of the parties have signed one counterpart, shall constitute 
together but one and the same instrument.  The parties may execute this 
Agreement and exchange signatures by facsimile, provided there is proof of 
transmission and provided original copies of the same are mailed  to the 
other party within 3 business 

<PAGE>

days of execution.

                            (h) TERMINATION

    This Agreement may be terminated or extended any time prior to the 
closing by the mutual consent of all of the parties hereto.

                             (i) EXPENSES

    Each party shall bear its legal, accounting and other fees and costs 
incurred by such party in negotiating, preparing and carrying out the terms 
of this Agreement, whether the issuance and exchange is consummated or this 
Agreement is terminated.

                    (j) SURVIVAL OF WARRANTIES, ETC.

    Notwithstanding any investigation made by or on behalf of either party, 
all warranties and representations of the parties contained herein or in 
documents or certificates delivered pursuant hereto on or prior to the 
closing, and all agreements hereunder which shall not have been fully 
performed at or prior to the closing, shall survive the closing and the 
consummation at the closing of the transactions herein provided to be 
consummated at the closing.
                                           
                                (k) AMENDMENT
                                           
    This Agreement may be amended only by a writing signed by both parties 
hereto.

                               (l) SEVERABILITY
                                           
   Every provision of this Agreement is intended to be severable, and, if any 
term or provision is determined to be illegal or invalid for any reason 
whatsoever, such illegality or invalidity shall not affect the legality or 
validity of the remainder of this Agreement, and, where possible, such 
provision shall be modified to the extent necessary to make it legal, valid, 
and enforceable.

                              (m) BINDING EFFECT
                                           
    This Agreement shall be binding upon, inure to the benefit of, and be 
enforceable by, the parties and their respective legal representatives, 
successors, and permitted assigns.

                             8. LAW TO GOVERN

    The validity, construction and enforceability of this Agreement shall be 
governed in all respects by the laws of the State of Delaware without giving 
effect to choice of law principles.

<PAGE>

                              9. ARBITRATION OF DISPUTES
                                           
                              (a) AGREEMENT TO ARBITRATE
                                           
    Except as otherwise provided in herein, any controversy, dispute or claim 
between the parties arising out of, related to or in connection with this 
Agreement or the performance or breach hereof, shall be submitted to and 
settled by arbitration conducted by the American Arbitration Association in 
the State of Delaware, or any other mutualy agreeable place,, in accordance 
with its commercial arbitration rules then in effect.

                                    (b) ARBITRATOR
                                           
    Such arbitration shall be by a single arbitrator mutually selected by 2d 
and Global One , and if 2d and Global One do not agree within twenty (20) 
days after the date of notification of a request for such arbitration made by 
either of the parties, the selection of the single arbitrator shall be made 
by the American Arbitration Association in accordance with its rules then in 
effect.

                                      (c) RELIEF
                                           
    In addition to, and not in substitution for, any and all other relief in 
law or equity that may be granted by the arbitrator, the arbitrator may grant 
equitable relief and specific performance to compel compliance hereunder.

                                  (d) DETERMINATION
                                           
    The determination of the arbitrator shall be accompanied by a written 
opinion of the arbitrator and shall be final, binding and conclusive on the 
parties, and judgment on the arbitrator's award, including without limitation 
equitable relief and specific performance, may be entered in and enforced by 
any court having competent jurisdiction thereof.

                                (e) FEES AND EXPENSES
                                           
    Fees and expenses of the American Arbitration Association and of the 
arbitrator shall be borne as shall be determined by the arbitrator, and the 
arbitrator may in his or her discretion award attorneys' fees and expenses in 
addition to any other remedy that is allowed, regardless of whether such 
remedy includes an award of damages.

<PAGE>

    IN WITNESS WHEREOF, the parties have caused this Agreement to be executed 
as of the date first above written.

GLOBAL ONE DISTRIBUTION & 
MERCHANDISING, INC.

                                      Attest:
By: /s/ Joseph Angard 
    --------------------------        ----------------------------------
     CEO                                                      , Secretary
                                      ------------------------
2D INTERACTIVE, INC.                         
                                      Attest:
By: /s/ Dominic Ianno
    --------------------------        ----------------------------------
    Dominic Ianno, President                                  , Secretary
                                      ------------------------