THIS NOTE AND THE NOTE SHARES (AS HEREINAFTER DEFINED) HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR
OTHERWISE TRANSFERRED, DISPOSED OF OR OFFERED FOR SALE, IN WHOLE OR IN PART, IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THAT ACT COVERING THIS
NOTE AND/OR THE NOTE SHARES, OR AN OPINION OF COUNSEL OF HOLDER THAT AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.

Principal Sum:    $1,000,000

Holder:           ADVANTAGE FUND II LTD.

Address:          C/O CITCO, KAYA FLAMBOYAN 9, CURACAO, NETHERLANDS ANTILLES.


                            SECURED CONVERTIBLE NOTE

                                  (the "Note")

                            GLOBAL TECHNOLOGIES, LTD.


GLOBAL TECHNOLOGIES, LTD., a Delaware corporation (hereinafter called the
"Corporation" or the "Company"), hereby promises to pay the Principal Sum to the
order of Holder on the date (the "Maturity Date") which is the first to occur of
(i) December 7, 2001 or (ii) the date on which Holder gives an Acceleration
Declaration (as defined in Section 5(b)). This Note shall accrue interest until
the Maturity Date at the rate of 6% per annum, compounding annually, payable at
maturity (including accelerated maturity) or on conversion (each, an "interest
payment date"). Interest shall be computed on the basis of a 360-day year.
Interest shall be payable in cash. Notwithstanding the foregoing, interest
payable at scheduled maturity shall at the option of the Company be payable
either in cash or in shares of Class A Common Stock of the Company ("Common
Stock") which on the date of the interest payment have a value equal to the
payment to be made, but only if the public sale thereof of such shares is
permitted under a then effective registration statement. The value of each share
of Common Stock for the purposes of any interest payment shall be equal to the
average of the last reported sales prices therefor on the NASDAQ Small Cap
Market on the last five trading days prior to the date of the payment. This Note
shall accrue interest after the Maturity Date at the rate of 18% per annum (or,
if less, the highest rate permitted by law), payable on demand. This Note may
not be prepaid except as expressly provided below.

1.   This Note is being issued under a Private Placement Purchase Agreement
     between the Company and the Holder (the "Subscription Agreement"). The
     terms "Registration Statement" and "Note Shares" shall have the meaning
     attributed thereto in the Subscription Agreement, and the term "Effective
     Date" means the date on which the Securities and Exchange Commission shall
     declare the Registration Statement to be effective. The Holder is entitled
     to the benefits of the Subscription Agreement, including, without
     limitation, the security interests granted thereunder.

2.   Conversion Rights.

     (a)  CONVERSIONS.

          (i)  Subject to the other provisions of this Section 2, the principal
               and accrued interest on this Note are convertible by Holder from
               time to time, in whole or in part, into shares of Common Stock at
               a price (the "Conversion Price") equal to $2.00 per share. The
               Conversion Price is subject to adjustment from time to time as
               set forth below.

          (ii) This Note shall be subject to the following restrictions on
               conversion:
<PAGE>
               (1)  A Holder may not convert this Note or receive shares of
                    Common Stock as payment of interest hereunder to the extent
                    such conversion or receipt of such interest payment would
                    result in the Holder, together with any affiliate thereof,
                    beneficially owning (as determined in accordance with
                    Section 13(d) of the Securities Exchange Act of 1934 (the
                    "Exchange Act") and the rules promulgated thereunder) in
                    excess of 4.999% of the then issued and outstanding shares
                    of Common Stock, including shares issuable upon conversion
                    of, and payment of interest on, the Notes held by such
                    Holder after application of this Section. Since the Holder
                    will not be obligated to report to the Company the number of
                    shares of Common Stock it may hold at the time of a
                    conversion hereunder, unless the conversion at issue would
                    result in the issuance of shares of Common Stock in excess
                    of 4.999% of the then outstanding shares of Common Stock
                    without regard to any other shares which may be beneficially
                    owned by the Holder or an affiliate thereof, the Holder
                    shall have the authority and obligation to determine whether
                    the restriction contained in this Section will limit any
                    particular conversion hereunder and to the extent that the
                    Holder determines that the limitation contained in this
                    Section applies, the determination of which portion of the
                    principal amount of Notes are convertible shall be the
                    responsibility and obligation of the Holder. If the Holder
                    has delivered a conversion notice for a principal amount of
                    Notes that, without regard to any other shares that the
                    Holder or its affiliates may beneficially own, would result
                    in the issuance in excess of the permitted amount hereunder,
                    the Company shall notify the Holder of this fact and shall
                    honor the conversion for the maximum principal amount
                    permitted to be converted and, at the option of the Holder,
                    either retain any principal amount tendered for conversion
                    in excess of the permitted amount hereunder for future
                    conversions or return such excess principal amount to the
                    Holder. The provisions of this Section may be waived by a
                    Holder (but only as to itself and not to any other Holder)
                    upon not less than 61 days prior notice to the Company.
                    Other Holders shall be unaffected by any such waiver.

               (2)  A Holder may not convert this Note or receive shares of
                    Common Stock as payment of interest hereunder to the extent
                    such conversion or receipt of such interest payment would
                    result in the Holder, together with any affiliate thereof,
                    beneficially owning (as determined in accordance with
                    Section 13(d) of the Exchange Act and the rules promulgated
                    thereunder) in excess of 9.999% of the then issued and
                    outstanding shares of Common Stock, including shares
                    issuable upon conversion of, and payment of interest on, the
                    Notes held by such Holder after application of this Section.
                    Since the Holder will not be obligated to report to the
                    Company the number of shares of Common Stock it may hold at
                    the time of a conversion hereunder, unless the conversion at
                    issue would result in the issuance of shares of Common Stock
                    in excess of 9.999% of the then outstanding shares of Common
                    Stock without regard to any other shares which may be
                    beneficially owned by the Holder or an affiliate thereof,
                    the Holder shall have the authority and obligation to
                    determine whether the restriction contained in this Section
                    will limit any particular conversion hereunder and to the
                    extent that the Holder determines that the limitation
                    contained in this Section applies, the determination of
                    which portion of the principal amount of Notes are
                    convertible shall be the responsibility and obligation of
                    the Holder. If the Holder has delivered a conversion notice
                    for a principal amount of Notes that, without regard to any
                    other shares that the Holder or its affiliates may
                    beneficially own, would result in the issuance in excess of
                    the permitted amount hereunder, the Company shall notify the
                    Holder of this fact and shall honor the conversion for the
                    maximum principal amount permitted to be converted and, at
                    the option of the Holder, either retain any principal amount
                    tendered for conversion in excess of the permitted amount
                    hereunder for future conversions or return such excess
                    principal amount to the Holder. The provisions of this
                    Section may be waived by a Holder (but only as to itself and
                    not to any other Holder) upon not less than 61 days prior
                    notice to the Company. Other Holders shall be unaffected by
                    any such waiver.

                                                                               2
<PAGE>
               (3)  If the Common Stock is then listed for trading on the Nasdaq
                    National Market or Nasdaq SmallCap Market and the Company
                    has not obtained the Shareholder Approval (as defined
                    below), then the Company is precluded from issuing at in
                    excess of 2,065,000 shares of Common Stock, less any shares
                    of Common Stock previously issued upon either conversion of
                    the shares of Series C Convertible Preferred Stock or
                    exercise of Redemption Warrants (as defined in the terms
                    governing the Series C Convertible Preferred Stock) at a
                    conversion price or exercise price (as the case may be) that
                    was less than the closing sales price of the Common Stock on
                    February 15, 2000 (the "Issuable Maximum") upon conversion
                    of the Notes and as payment of interest thereon. The
                    Issuable Maximum equals 19.999% of the number of shares of
                    Common Stock outstanding immediately prior to the closing of
                    transactions set forth in the Subscription Agreement.
                    Accordingly, if on any date of conversion (A) the Common
                    Stock is listed for trading on the Nasdaq National Market or
                    the Nasdaq SmallCap Market and (B) the Company shall not
                    have previously obtained the vote of shareholders (the
                    "Shareholder Approval"), if any, as may be required by the
                    applicable rules and regulations of the Nasdaq Stock Market
                    (or any successor entity) applicable to approve the issuance
                    of a number of shares of Common Stock in excess of the
                    Issuable Maximum, then the Company shall issue to the Holder
                    requesting a conversion a number of shares of Common Stock
                    equal to the lesser of (x) the number of shares of Common
                    Stock issuable upon such conversion at the Conversion Price
                    and (y) the Issuable Maximum less all shares of Common Stock
                    previously issued upon conversion of the Notes and as
                    payment of interest thereon and all shares of Common Stock
                    previously issued upon conversion of shares of Series C
                    Convertible Preferred Stock of the Company at a conversion
                    price less than the closing sales price of the Common Stock
                    on February 15, 2000. With respect to the principal amount
                    of Notes tendered for conversion at issue for which delivery
                    of conversion shares is precluded by virtue of this Section
                    (the "Excess Principal"), the converting Holder shall have
                    the option to require the Company to either (1) use its best
                    efforts to obtain the Shareholder Approval applicable to
                    such issuance as soon as is possible, but in any event not
                    later than the 75th day after such request (such date the
                    "Approval Date"), or (2) pay cash to the converting Holder
                    in an amount equal to the Redemption Price for the Excess
                    Principal. If the converting Holder shall have elected the
                    first option pursuant to the immediately preceding sentence
                    and the Company shall have failed for any reason to obtain
                    the Shareholder Approval on or prior to the Approval Date,
                    then within three days of the Holder's demand therefore,
                    which may be given at any time following the Approval Date,
                    the Company shall pay cash to the converting Holder in an
                    amount equal to the Mandatory Prepayment Amount for the
                    Excess Principal. If the Company fails to pay the Redemption
                    Price for the Excess Principal in full pursuant to this
                    Section within seven days of the date payable, the Company
                    will pay interest thereon at a rate of 18% per annum (or
                    such lesser maximum amount that is permitted to be paid by
                    applicable law) to the converting Holder, accruing daily
                    from the date of conversion until such amount, plus all such
                    interest thereon, is paid in full. In the event there is
                    more than one holder of Notes, the Issuable Maximum
                    applicable to each Note shall be determined pro rata by
                    reference to the percentage of the principal amount of all
                    Notes held by such Holder, provided that if one or more
                    Notes shall have been prepaid or converted without having
                    been issued its pro rata allocated portion of the Issuable
                    Maximum such unissued shares shall be allocated pro rata to
                    the remaining Holders. It is understood and agreed that
                    shares of Common Stock delivered to and held by the Holder
                    or one of its affiliates on account of conversion hereunder
                    may not cast votes on the matter of Shareholder Approval.
                    The Company, notwithstanding the foregoing, will use its
                    best efforts to obtain the Shareholder Approval contemplated
                    by this Section in its next meeting of Shareholders.

                                                                               3
<PAGE>
         (iii) In the event that the Holder elects to exercise its conversion
               rights hereunder as to any shares, such conversion shall be
               effective when Holder shall give to the Company written notice of
               such election (which may be effected by facsimile). The Company
               shall, within three business days after receipt by the Company of
               notice of conversion, deliver to the Holder (or, at Holder's
               request, DWAC) a certificate for the shares into which such
               conversion was made.

     (b)  SUBDIVISION OR COMBINATION OF COMMON STOCK AND COMMON STOCK DIVIDEND.
          In case the Company shall at any time subdivide its outstanding shares
          of Common Stock into a greater number of shares or declare a dividend
          upon its Common Stock payable solely in shares of Common Stock, the
          Conversion Price in effect immediately prior to such subdivision or
          declaration shall be proportionately reduced. Conversely, in case the
          outstanding shares of Common Stock of the Company shall be combined
          into a smaller number of shares, the Conversion Price in effect
          immediately prior to such combination shall be proportionately
          increased.

     (c)  DILUTIVE ISSUANCES. If the Company or any subsidiary thereof, as
          applicable with respect to Common Stock Equivalents (as defined
          below), at any time while Notes are outstanding, shall issue shares of
          Common Stock or rights, warrants, options or other securities or debt
          that are convertible into or exchangeable for shares of Common Stock
          ("Common Stock Equivalents") entitling any person to acquire shares of
          Common Stock at a price per share less than the Conversion Price (if
          the holder of the Common Stock or Common Stock Equivalent so issued
          shall at any time, whether by operation of purchase price adjustments,
          reset provisions, floating conversion, exercise or exchange prices or
          otherwise, or due to warrants, options or rights issued in connection
          with such issuance, be entitled to receive shares of Common Stock at a
          price less than the Conversion Price, such issuance shall be deemed to
          have occurred for less than the Conversion Price), then, at the sole
          option of the Holder, either (1) the Conversion Price shall be
          multiplied by a fraction, the numerator of which shall be the number
          of shares of Common Stock outstanding immediately prior to the
          issuance of such shares of Common Stock or such Common Stock
          Equivalents plus the number of shares of Common Stock which the
          offering price for such shares of Common Stock or Common Stock
          Equivalents would purchase at the Conversion Price, and the
          denominator of which shall be the sum of the number of shares of
          Common Stock outstanding immediately prior to such issuance plus the
          number of shares of Common Stock so issued or issuable, or (2) the
          Company will use 50% of the proceeds from such issuance or sale to
          prepay principal amount under this Note (pro-rata with the secured
          convertible notes issued to other Subscribers in connection with the
          Subscription Agreement) in accordance with Section 3(g). Such
          adjustment shall be made whenever such shares of Common Stock or
          Common Stock Equivalents are issued. No adjustment will be made under
          this paragraph as a result of the grant or issuance of shares of
          Common Stock pursuant to any duly authorized employee stock option
          plan of the Company.

     (d)  NOTICE OF ADJUSTMENT. Promptly after adjustment of the Conversion
          Price or any increase or decrease in the number of shares purchasable
          upon conversion of this Note, the Company shall give written notice
          thereof, by first class mail, postage prepaid, addressed to the Holder
          at the address of such Holder as shown on the books of the Company.
          The notice shall be signed by an authorized officer of the Company and
          shall state the effective date of the adjustment and the Conversion
          Price resulting from such adjustment and the increase or decrease, if
          any, in the number of shares purchasable at such price upon the
          exercise of this conversion of this Note, setting forth in reasonable
          detail the method of calculation and the facts upon which such
          calculation is based.

     (e)  OTHER NOTICES. If at any time: the Company shall declare any cash
          dividend upon its Common Stock; the Company shall declare any dividend
          upon its Common Stock payable in Common Stock (other than a dividend
          payable solely in shares of Common Stock) or make any special dividend
          or other distribution to the holders of its Common Stock; there shall
          be any consolidation or merger of the Company with another
          corporation, or a sale of all or substantially all of the Company's
          assets to another corporation; or there shall be a voluntary or
          involuntary dissolution, liquidation or winding-up of the Company;
          then, in any one or more of said cases, the Company shall give, by

                                                                               4
<PAGE>
          certified or registered mail, postage prepaid, addressed to the
          registered holder of this Note at the address of such holder as shown
          on the books of the Company, (i) at least 10 days prior written notice
          of the date on which the books of the Company shall close or a record
          shall be taken for such dividend, distribution or subscription rights
          or for determining rights to vote in respect of any such dissolution,
          liquidation or winding-up, (ii) at least 10 days prior written notice
          of the date on which the books of the Company shall close or a record
          shall be taken for determining rights to vote in respect of any such
          reorganization, reclassification, consolidation, merger or sale, and
          (iii) in the case of any such reorganization, reclassification,
          consolidation, merger, sale, dissolution, liquidation or winding-up,
          at least 10 days written notice of the date when the same shall take
          place. Any notice given in accordance with clause (i) above shall also
          specify, in the case of any such dividend, distribution or option
          rights, the date on which the holders of Common Stock shall be
          entitled thereto. Any notice given in accordance with clause (iii)
          above shall also specify the date on which the holders of Common Stock
          shall be entitled to exchange their Common Stock for securities or
          other property deliverable upon such reorganization, reclassification,
          consolidation, merger, sale, dissolution, liquidation or winding-up,
          as the case may be.

     (f)  CHANGES IN COMMON STOCK. In case the Company shall be a party to any
          transaction (including, without limitation, a merger, consolidation,
          sale of all or substantially all of the Company's assets or
          recapitalization of the Common Stock) in which the previously
          outstanding Common Stock shall be changed into or exchanged for
          different securities of the Company or Common Stock or other
          securities of another corporation or interests in a noncorporate
          entity or other property (including cash) or the Company shall make a
          distribution on its shares, other than regular cash dividends on its
          outstanding Common Stock, or any combination of any of the foregoing
          (each such transaction being herein called the "Transaction" and the
          date of consummation of the Transaction being herein called the
          "Consummation Date"), then, as a condition of the consummation of the
          Transaction, lawful and adequate provisions shall be made so that this
          Note shall after the Consummation Date be convertible at the then
          Conversion Price (subject to further adjustment as provided herein)
          for the number of shares of Common Stock or other securities or
          property (including cash) to which the Common Stock issuable upon
          conversion at such Conversion Price (at the time of such Combination)
          would have been entitled pursuant to such Combination had such Common
          Stock been outstanding. The provisions of this Section (f) shall
          similarly apply to successive Transactions.

3.   Certain Redemptions.

     (a)  The Company may at any time prior to the Maturity Date redeem from
          time to time not less than $1,000,000 of the then outstanding
          principal under the Notes (or such lesser amount then outstanding) for
          the Redemption Price (as hereinafter defined) in accordance with the
          procedures set forth in this Section 3.

     (b)  In the event that Holder has given a Share Price Default Notice under
          Section 5(a)(ii), the Company shall thereafter be entitled to effect
          such redemption by payment of the Redemption Price without any prior
          notice, in which event the date of such payment is referred to herein
          as the "Redemption Date."

     (c)  In all other events, the Company may effect such redemption only upon
          five days' prior written notice to Holder during the first 30 days
          after the date hereof, 15 days' prior written notice to Holder during
          the second 30 days after the date hereof and 30 days' prior written
          notice to Holder thereafter. The giving of such notice shall obligate
          the Company to pay the Redemption Price on the date (the "Redemption
          Date") which notice shall fix for redemption (which shall not be later
          than the 30th day after the date of such notice). The cash portion of
          the Redemption Price shall accrue interest from and after the
          Redemption Date at 18% per annum, payable on demand, until the
          Redemption Price is paid in full.

     (d)  The Holder shall be entitled to convert the outstanding principal
          amount of this Note subject to a Company Redemption Notice under this
          Section from and after the date of delivery by the Company of a

                                                                               5
<PAGE>
          Redemption Notice and prior to such time as the Redemption Price and
          all interest accrued thereon has been duly paid in full.

     (e)  The Redemption Price for Redemption Dates within the first 30 days
          after the date of this Note means the sum of the following:

          (i)  an amount in cash equal to sum of 110% of the principal amount of
               this Note and 110% of the accrued and unpaid interest on this
               Note, plus

          (ii) 6,250 Warrants for each $100,000 in principal redeemed (pro rated
               for amounts of less than $100,000). Such Warrants shall be deemed
               "paid" when delivered by the Company to Holder .

     (f)  The Redemption Price for Redemption Dates after the first 30 days
          after the date of this Note means the sum of the following:

          (i)  an amount in cash equal to sum of 120% of the principal amount of
               this Note and 120% of the accrued and unpaid interest on this
               Note, plus

          (ii) 6,250 shares of registered and unrestricted shares of Common
               Stock for each $100,000 in principal redeemed (pro rated for
               amounts of less than $100,000). Such shares shall be deemed
               "paid" when delivered by the Company to Holder by DWAC on the
               Redemption Date.

     (g)  The Redemption Price for a prepayment of principal amount under this
          Note pursuant to section 2(c)(2) means the sum of the following:

          (i)  an amount in cash equal to sum of 122% of the principal amount of
               this Note and 122% of the accrued and unpaid interest on this
               Note, plus

          (ii) 6,250 shares of registered and unrestricted shares of Common
               Stock for each $100,000 in principal redeemed (pro rated for
               amounts of less than $100,000). Such shares shall be deemed
               "paid" when delivered by the Company to Holder by DWAC on the
               Redemption Date.

     (h)  The Company shall prepay principal amount under this Note (pro rata
          with the secured convertible notes issued to other Subscribers in
          connection with the Subscription Agreement), in accordance with either
          Section 3(e) or 3(f) (as applicable)), equal to the sum of (a) the net
          proceeds to the Company from sales of the USW common stock owned by
          the Company and not subject to the pledge under the Subscription
          Agreement and (b) the net proceeds to the Company from any pledge of
          shares of USW common stock owned by the Company and not subject to the
          pledge under the Subscription Agreement or subject to the pledge by
          the Company under its loan facility with Merrill Lynch Private
          Finance. Any prepayment under this Section shall be due and payable
          within five business days of the date of the receipt of the net
          proceeds described in (a) and (b) above.

4.   Certain Remedies.

     (a)  If the Effective Date has not occurred by the 90th day after the date
          of this Note, then, in addition to the Holder's other remedies:

          (i)  the interest rate under the Note shall be increased to 18% per
               annum (or, if less, the highest rate permitted by law) until the
               Effective Date,

          (ii) the Company shall pay to the Holder an amount in cash as
               liquidated damages and not as a penalty equal to 2% of the
               principal amount under the Note on the day following such failure

                                                                               6
<PAGE>
               and on each 30 day anniversary thereof until the Effective Date,
               and

         (iii) at Holder's option, the Note shall not be repaid by the Company
               and shall remain convertible and accrue interest, until such date
               as is designated by Holder but not later than 360 days after the
               Effective Date.

     (b)  In the event the Company fails timely to deliver or DWAC a certificate
          for shares of Common Stock as required under this Note, or if the
          Company fails timely to make a redemption payment as required under
          this Note, then, without limiting Holder's other rights and remedies
          (including, without limitation, rights and remedies available to
          Holder upon an event of default), the Company shall forthwith pay to
          the Holder an amount accruing at the rate of $1,000 per day for each
          day of such breach for each $100,000 principal amount of this Note,
          with pro rata payments for principal amounts of more or less than
          $100,000 or any multiple thereof.

5.   Events of Default and Acceleration of the Note.

     (a)  An "event of default" with respect to this Note shall exist if any of
          the following shall occur, if:

          (i)  The Company shall breach or fail to comply with any provision of
               this Note or the Subscription Agreement and such breach or
               failure shall continue for 20 days after written notice by any
               Holder of any Note to the Company.

          (ii) Any shares of common stock of US Wireless Corp. ("USW") shall
               have traded (on NASDAQ if such stock then trades on NASDAQ) at
               less than $5 per share (subject to equitable adjustment for the
               stock splits and like events) at any time during each of five
               trading days (which need not be consecutive) within any
               consecutive 30-day period, the Holder shall have given notice
               thereof (a "Share Price Default Notice") to the Company within 20
               days after the fifth such day, and the Company shall have failed
               to redeem this Note and to pay the full Redemption Price therefor
               by the close of business on the seventh day after the date of
               such notice;

         (iii) A receiver, liquidator or trustee of the Company or of a
               substantial part of its properties shall be appointed by court
               order and such order shall remain in effect for more than 20
               days; or the Company shall be adjudicated bankrupt or insolvent;
               or a substantial part of the property of the Company shall be
               sequestered by court order and such order shall remain in effect
               for more than 30 days; or a petition to reorganize the Company
               under any bankruptcy, reorganization or insolvency law shall be
               filed against the Company and shall not be dismissed within 60
               days after such filing.

          (iv) The Company shall file a petition in voluntary bankruptcy or
               request reorganization under any provision of any bankruptcy,
               reorganization or insolvency law, or shall consent to the filing
               of any petition against it under any such law.

          (v)  The Company shall make an assignment for the benefit of its
               creditors, or admit in writing its inability to pay its debts
               generally as they become due, or consent to the appointment of a
               receiver, trustee or liquidator of the Company, or of all or any
               substantial part of its properties.

          (vi) The Company shall enter into any agreement pursuant to which (x)
               the Company would not be the surviving entity in a merger or
               other business combination or (y) the Company would sell or
               otherwise dispose of in excess of 50% of its assets.

         (vii) The Common Stock shall not be traded on any of the Nasdaq
               National Market, Nasdaq SmallCap Market, American Stock Exchange
               or the New York Stock Exchange for more than three trading days
               (which need not be consecutive Trading Days).

                                                                               7
<PAGE>
        (viii) The Company shall fail for any reason to deliver certificates
               representing the Note Shares issuable upon a conversion hereunder
               that comply with the provisions hereof and the Subscription
               Agreement prior to the tenth day after the date of conversion or
               the Company shall provide notice to any Holder, including by way
               of public announcement, at any time, of its intention not to
               comply with requests for conversion of principal amounts
               hereunder in accordance with the terms hereof.

          (ix) If, during the time that the Registration Statement is required
               to kept effective under the Subscription Agreement, the
               Registration Statement lapses for any reason for more than an
               aggregate of ten consecutive trading days, or the Holder shall
               not be permitted to resell Registrable Securities under the
               Registration Statement for more than ten consecutive trading
               days.

          (x)  The Registration Statement shall fail to be declared effective by
               the SEC on or prior to the 180th day after the original date of
               this Note.

          (xi) There has occurred a Triggering Event under the Series A
               Convertible Preferred Stock of the Company.

     (b)  If an event of default referred to in Section (a) shall occur, the
          Holder may at any time thereafter, in addition to such Holder's other
          remedies, by written notice to the Company (an "Acceleration
          Declaration"), declare the principal amount of this Note, together
          with all interest accrued thereon, to be due and payable immediately.
          Upon any such declaration, an amount equal to the sum of (i) 122% of
          the principal amount of Notes to be prepaid, plus all accrued and
          unpaid interest thereon, plus 6,250 shares of Common Stock for each
          $100,000 in principal due and payable (the "Mandatory Prepayment
          Amount"), and (ii) all other amounts, costs, expenses and liquidated
          damages due in respect of such Notes, such amount shall become
          immediately due and payable and the Holder shall have all such rights
          and remedies provided for under the terms of this Note and the
          Subscription Agreement, including without limitation the security
          interest granted thereunder.

6.   Other Obligations.

     (a)  The Company shall at all times reserve for issuance on conversion of
          this Note the number of shares of Common Stock which are then issuable
          on conversion of this Note.

     (b)  The Company shall use its best efforts promptly to list on NASDAQ all
          shares of Common Stock which are issuable upon conversion of this
          Note.

     (c)  The Company covenants and agrees that all shares of Common Stock which
          may be issued upon conversion of this Note will, upon issuance, be
          duly and validly issued, fully paid and non-assessable and no personal
          liability will attach to the holder thereof.

7.   Miscellaneous.

     (a)  All notices and other communications required or permitted to be given
          hereunder shall be in writing and shall be given (and shall be deemed
          to have been duly given upon receipt) by delivery in person, by
          telegram, by facsimile, recognized overnight mail carrier, e-mail, or
          by registered or certified mail, postage prepaid, return receipt
          requested, addressed as follows: (a) if to the Holder, to such address
          as is set forth in the Subscription Agreement or as such Holder shall
          furnish to the Company in accordance with this Section, or (b) if to
          the Company, to it at its headquarters office, or to such other
          address as the Company shall furnish to the Holder in accordance with
          this Section.

     (b)  This Note shall be governed and construed in accordance with the laws
          of the State of New York applicable to agreements made and to be
          performed entirely within such state.

                                                                               8
<PAGE>
     (c)  The Company waives protest, notice of protest, presentment, dishonor,
          notice of dishonor and demand.

     (d)  If any provision of this Note shall for any reason be held to be
          invalid or unenforceable, such invalidity or unenforceability shall
          not affect any other provision hereof, but this Note shall be
          construed as if such invalid or unenforceable provision had never been
          contained herein.

     (e)  The waiver of any event of default or the failure of the Holder to
          exercise any right or remedy to which it may be entitled shall not be
          deemed a waiver of any subsequent event of default or of the Holder's
          right to exercise that or any other right or remedy to which the
          Holder is entitled.

     (f)  The Holder of this Note shall be entitled to recover its legal and
          other costs of collecting on this Note, and such costs shall be deemed
          added to the principal amount of this Note.

     (g)  In no event shall the Company seek or obtain any injunctive or similar
          relief against any sale or action or inaction by Holder hereunder. The
          Company expressly waives its rights to any such relief, and it
          acknowledges that recovery of damages constitutes sufficient remedy
          for any such action or inaction which is found to be improper. In
          addition to all other remedies to which the Holder may be entitled
          hereunder, Holder shall also be entitled to injunctive relief and
          decrees of specific performance without posting bond or other
          security. The federal and state court courts in New York City shall
          have exclusive jurisdiction over this instrument and the enforcement
          thereof. Service of process shall be effective if by certified mail,
          return receipt requested. Trial by jury is waived.

     (h)  The Note may be changed or terminated only in writing executed by the
          party against whom such modification is sought to be enforced.


IN WITNESS WHEREOF, the Company has caused this Note to be duly executed on the
date set forth below





Dated:
       ----------------------------


GLOBAL TECHNOLOGIES, LTD.


By
   --------------------------------