Private Placement Purchase Agreement

     Private Placement Purchase Agreement, dated as of June 8, 2000 (this
"Agreement"), between Global Technologies, Ltd., a Delaware corporation (the
"Company"), and the investors signatory hereto (each, a "Subscriber" and
collectively, the "Subscribers").

     In consideration of the mutual covenants contained in this Agreement and
for other good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, the Company and the Subscribers hereby agree as
follows:

     1. Certain Representations; Opinion of Counsel; Certain Confirmations.

     (a)  The Company represents and warrants to the Subscribers as follows:

            (i)   All filings which the Company has made with the Securities
                  Exchange Commission ("SEC") during the past 12 months are
                  correct and accurate in all material respects and in all
                  material respects state all facts necessary to make such
                  filings not misleading. There has been no material adverse
                  change in the business, assets or financial condition of the
                  Company since the most recent such filing.

            (ii)  The Company has the full power and authority to enter into
                  this Agreement and to carry out the transactions contemplated
                  hereby, all proceedings required to be taken by it or its
                  Common Stockholders to authorize the execution, delivery and
                  performance of this Agreement and the agreements relating
                  hereto have been properly taken and this Agreement and the
                  Note constitute valid and binding obligations of the Company,
                  enforceable in accordance with their respective terms.

            (iii) Neither the execution, delivery nor performance of this
                  Agreement by the Company will, with or without the giving of
                  notice or the passage of time, or both, conflict with, result
                  in a default, right to accelerate or loss of rights under, or
                  result in the creation of any lien, charge or encumbrance
                  pursuant to, any provision of the Company's certificate of
                  incorporation or by-laws or any franchise, mortgage, deed of
                  trust, lease, license, agreement, understanding, law, rule or
                  regulation or any order, judgment or decree to which the
                  Company is a party or by which it may be bound or affected.

            (iv)  The Company acquired the full record and beneficial ownership
                  of and made full payment for the USW Collateral Shares (as
                  defined in Section 3(a)) on or before April 6, 1999. The
                  Company's holding period under Rule 144 ("Rule 144")
                  promulgated under the Securities Act of 1933, as amended (the
                  "Securities Act") for the USW Collateral Shares began no later
                  than April 6, 1999.

            (v)   The Company owns the entire record and beneficial interest in
                  the USW Collateral Shares, free and clear of all liens, claims
                  and encumbrances.

            (vi)  The security interest which the Company is granting to
                  Subscriber in the USW Collateral Shares under Section 3 is a
                  perfected first and prior security interest under the Uniform
                  Commercial Code of the State of New York (the "Uniform
                  Commercial Code").

            (vii) No financing statements are on file against the Company with
                  respect to any Collateral (as defined in Section 3).

            (viii) The Company confirms that neither it nor any other person
                  acting on its behalf has provided any Subscriber or agent or
                  counsel thereof with any information that constitutes or might
                  constitute material non-public information. The Company
                  understands and confirms
<PAGE>
                  that the Subscribers shall be relying on this representation
                  in effecting transactions in securities of the Company.

            (ix)  The foregoing representations and warranties will continue to
                  be true and correct on the Closing Date and will survive
                  conversion of the Notes.

     (b)  Counsel to the Company is concurrently herewith rendering an opinion
          to Subscriber in respect of the validity of the securities issued
          hereby and on certain other matters.

     (c)  The Rule 144 holding period of Subscriber, as pledgee of the USW
          Collateral Shares under this Agreement, commenced on April 6, 1999 and
          on foreclosure Subscriber will be permitted publicly to sell the USW
          Collateral Shares, subject to compliance with the non-holding period
          requirements of Rule 144.

2.   Purchase of Units.

     (a)  At a closing (the "Closing") to occur at the offices of Robinson
          Silverman Pearce Aronsohn & Berman LLP, 1290 Avenue of the Americas,
          New York, NY 10104 simultaneously herewith or at such other time as
          the parties may agree (the "Closing Date"), each Subscriber will
          severally and not jointly for $1,000,000 per Unit (as defined below)
          purchase from the Company, and the Company will sell to each
          Subscriber, the number of Units set forth below opposite such
          Subscriber's name below. Each Unit consists of a secured convertible
          note of the Company in the form of Exhibit A and in the principal
          amount of $1,000,000 (the "Notes"). Such purchase by the Subscribers
          is part of an offering in which an aggregate of 4 Units will be sold
          simultaneously with such sale to Subscriber. The full purchase price,
          less the (fees contemplated in Section 6(a)) will be paid in full and
          in cash at the Closing.

     (b)  As more fully set forth in the Note, the principal of each Note and
          the accrued interest thereunder is convertible into shares
          ("Conversion Shares") of Class A common stock of the Company , par
          value $.01 per share ("Common Stock"), at an initial Conversion Price
          (subject to adjustment) of $2 per Conversion Share.

     (c)  The Note sets forth terms and conditions under which the Company has
          the right to prepay the Note, no less than $1,000,000 of the then
          outstanding principal amount under the Note, upon payment of a
          prepayment premium which consists of cash and certain shares of Common
          Stock ("Prepayment Shares") or warrants in the form of Exhibit A
          ("Prepayment Warrants").

     (d)  As more fully set forth in Section 3, the Company's secured
          obligations (as defined in such Section) are collateralized by certain
          shares ("USW Collateral Shares") of common stock of USW.

     (e)  The Conversion Shares, the Prepayment Shares and the shares ("Warrant
          Shares") issuable on exercise of the Prepayment Warrants are
          hereinafter sometimes collectively referred to as the "Note Shares."

     (f)  Note Shares shall be issued free of all restrictive legends if the
          conversion of the Notes, exercise of the Warrants or issuance of the
          Prepayment Shares occurs at any time while a Registration Statement
          (as defined below) is effective under the Securities Act or, in the
          event there is not an effective Registration Statement at such time,
          if no legend is required under applicable requirements of the
          Securities Act. The Company agrees that, in the event any Note Shares
          are issued with a legend in accordance with this Section, it will,
          within three trading days after request therefor by a Subscriber,
          replace such Note Shares with unlegended shares at such time as such
          legend would not have been required under this Section had such
          issuance occurred on the date of such request. The Company may not
          make any notation on its records or give instructions to any transfer
          agent of the Company which enlarge the restrictions of transfer set
          forth in this Section.

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<PAGE>
3.   GRANT OF SECURITY INTERESTS

     (a)   To secure the obligations of the Company to Subscriber under the Note
           and under this Agreement, including with respect to conversion (the
           "secured obligations"), the Company hereby grants to Subscriber, for
           each Unit, a security interest in 250,000 shares of common stock of
           USW, which the Company owns free and clear of any transfer
           restrictions (the "USW Collateral Shares"), and in all dividends and
           distributions which USW at any time makes with respect to the USW
           Collateral Shares, and in the proceeds thereof. The collateral
           aforesaid is hereinafter collectively referred to as the
           "Collateral."

     (b)   To perfect Subscribers' security interest in the Collateral, the
           Company will concurrently herewith in the State of New York deliver
           to the Subscribers stock certificates for the USW Collateral Shares,
           together with a stock power therefor endorsed in blank with a
           medallion signature guarantee and certified board resolutions with a
           medallion signature guarantee. As soon as possible after the Closing,
           the Company shall cause the USW Collateral Shares to be registered in
           the name of the Subscribers as pledge.

     (c)   Upon default by the Company under any of the secured obligations,
           Subscribers shall be entitled to all rights afforded under the
           Uniform Commercial Code to a secured creditor upon default by his
           debtor, including, without limitation, the right to recover costs of
           collection, it being understood that the Company hereby also grants
           to Subscribers such rights and waivers as under the Uniform
           Commercial Code a debtor may make available to a secured creditor by
           express agreement or waiver.

     (d)   The Company shall be entitled to vote the Collateral until default,
           and Subscribers shall be entitled to vote the Collateral from and
           after default.

     (e)   Certain other Provisions.

          (i)  The Company agrees that until Discharge of the Notes (as
               hereinafter defined), the Company will not assign or transfer any
               interest in the Collateral or grant any security interests in the
               Collateral. "Discharge of the Notes" shall occur when the Company
               shall have paid in full all principal, interest and other amounts
               owing under all Notes issued to all Purchasers.

          (ii) In no event shall the Company seek or obtain any injunctive or
               similar relief against any sale or proposed sale by Subscribers
               of any Collateral. The Company expressly waives its rights to any
               such relief, and it acknowledges that recovery of damages
               constitutes sufficient remedy for any such sale which is found to
               be improper.

          (iii) The security interests granted hereunder shall not be discharged
               or in any way affected by the extension or other modification of
               any of the secured obligations, or by any other act or omission
               (other than Discharge of the Notes) which would otherwise
               discharge the security interest at law or in equity.

          (iv) Upon Discharge of the Notes, Subscribers shall release, to the
               Company all Collateral on which Subscribers have not theretofore
               foreclosed.

          (v)  Subscribers shall at their option and as they deem appropriate
               determine whether and when to proceed against any one or more
               obligors, guarantors or kind or types of collateral, and it shall
               not thereby release or discharge any other obligor, guarantor or
               collateral.

                                                                               3
<PAGE>
4.   Registration.

     (a)   The Company represents that it is eligible to file registration
           statements on Form S-3 for resales of securities by shareholders of
           the Company.

     (b)   The Company will within 30 days after the Closing Date file a
           registration statement on Form S-3 (or on Form S-1 if Form S-3 is not
           available) (the "Registration Statement") for the non-underwritten
           public sale by Subscribers of all Conversion Shares, Prepayment
           Shares and Warrant Shares which have theretofore been issued or which
           may thereafter be issued.

     (c)   The Company shall use its best efforts to cause the Registration
           Statement to become effective not later than 90 days after the date
           of filing, and to remain effective for two years. The registration
           shall, if necessary, be accompanied by blue sky clearances in such
           states as Subscriber may reasonably request.

     (d)   The Company shall pay all expenses of the registration hereunder,
           other than Subscriber's brokerage fees, discounts or commissions, and
           transfer taxes, if any.

     (e)   Subscriber may assign its registration rights to assignees of the
           Note or of the Note Shares. The provisions of this Section (e) are
           for the benefit of the Subscriber and Subscriber's personal
           representatives and permitted assigns.

     (f)   In connection with registration under this Section, the Company and
           the Subscribers agree to the terms set forth in Annex A as to
           indemnity.

     (g)   Should Subscriber from time to time or times give to the Company
           notice that it has assigned all or any part of the Note or the Note
           Shares, the Company shall, at no cost to Subscribers, within five
           business days file a supplement to the registration statement to
           reflect the name(s) of the transferee(s) as (a) selling
           shareholder(s).

5.   Certain Additional Representations.

     Each Subscriber for itself and for no other Subscriber represents and
     warrants to the Company as follows:

     (a)   Such Subscriber is purchasing the Units solely for investment solely
           for its own account and not with a view to or for the resale or
           distribution or of Units, or of the Note or any Note Shares. Such
           Subscriber is acquiring the securities offered and sold under this
           Agreement in the ordinary course of its business and does not have
           any agreement or understanding, directly or indirectly, with any
           person or entity to distribute any of such securities.

     (b)   Such Subscriber understands that it may sell or otherwise transfer
           the Units, the Note, the Note Shares and the USW Collateral Shares
           only if such transaction is duly registered under the Securities Act
           under the Registration Statement or otherwise, or if such Subscriber
           shall have received the favorable opinion of counsel to Subscriber (a
           copy which will be delivered to the Company prior to such sale or
           transfer) to the effect that such sale or other transfer may be made
           in the absence of registration under the Securities Act and
           registration or qualification in every applicable state. Nothing in
           the preceding sentence shall detract or limit from the
           representations and warranties made by the Company in Section 1(a).
           Such Subscriber realizes that such securities are not a liquid
           investment.

     (c)   Such Subscriber has not relied upon the advice of a "Purchaser
           Representative" (as defined in Regulation D of the Securities Act) in
           evaluating the risks and merits of this investment. Such Subscriber
           has the

                                                                               4
<PAGE>
           knowledge and experience to evaluate the Company and the risks and
           merits relating thereto.

     (d)   Such Subscriber is an "accredited investor" as such term is defined
           in Rule 501(c) of the Securities Act and shall be such on the date
           any shares are issued to Subscriber; such Subscriber acknowledges
           that such Subscriber is able to bear the economic risk of losing
           Subscriber's entire investment in the shares and understands that an
           investment in the Company involves substantial risks; such Subscriber
           has the power and authority to enter into this agreement, and the
           execution and delivery of, and performance under this agreement shall
           not conflict with any rule, regulation, judgment or agreement
           applicable to such Subscriber; and Subscriber has invested in
           previous transactions involving restricted securities.

     (f)   Such Subscriber represents and warrants that it has had the
           opportunity to ask questions of, and to receive answers from,
           officers of the Company as to all matters relating to the Company.
           Nothing in the preceding sentence, and nothing that any Subscriber
           has discovered or may have discovered in the course of any due
           diligence examinations, in any way relieves or limits the liability
           of the Company for representations and warranties by the Company in
           this Agreement.

6.   Fees and Expenses.

     (a)   The Company will at Closing pay a total of $15,000 to Robinson
           Silverman Pearce Aronsohn & Berman LLP for their services as counsel
           to the Subscribers in connection herewith.

     (b)   Except as aforesaid, each party shall bear its own expenses in
           connection with this transaction. Each party represents to the other
           that no broker has acted in respect of this transaction at the
           instance of the representing party.

7.   This Agreement may not be changed or terminated except by written agreement
     of the Company and a majority-in-interest of the Purchasers. It shall be
     binding on the parties and on their personal representatives and permitted
     assigns. It sets forth all agreements of the parties. Except as set forth
     in Section 3(f)(ii), it shall be enforceable by decrees of specific
     performance (without posting bond or other security) as well as by other
     available remedies. This Agreement may be signed in counterparts. This
     Agreement shall be governed by the internal laws of the State of New York.
     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.

     IN WITNESS WHEREOF, the parties hereto have caused this Private Placement
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

                                    GLOBAL TECHNOLOGIES, LTD.



                                    By:
                                        ----------------------------------------
                                       Name: Patrick J. Fodale
                                       Title: Vice President


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                                                                               5
<PAGE>
                     [SIGNATURE PAGE FOR SUBSCRIBERS FOLLOW]


                                                                               6
<PAGE>
                             ADVANTAGE FUND II LTD.


                                    By:
                                        ----------------------------------------
                                         Name:
                                         Title:

                                    Purchase Price for Units:  $2,000,000

                                    Address for Notice:

                                    c/o CITCO
                                    Kaya Flamboyan 9
                                    Curacao, Netherlands Antilles
                                    Facsimile: 011-599-9732-2008
                                    Attention: W.R. Weber

                                    With copies to:

                                    Genesee International Inc.
                                    10500 NE 8th Street
                                    Suite 1920
                                    Bellevue, WA 98004
                                    Facsimile: (425) 462-4645
                                    Attention: Howard Coleman

                                    Robinson Silverman Pearce Aronsohn &
                                      Berman LLP
                                    1290 Avenue of the Americas
                                    New York, NY  10104
                                    Facsimile No.: (212) 541-4630 and
                                                   (212) 541-1432
                                    Attn: Eric L. Cohen, Esq.

                                                                               7
<PAGE>
                                    KOCH INVESTMENT GROUP LTD.


                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:

                                    Purchase Price for Units:  $2,000,000

                                    Address for Notice:

                                    4111 East 37th Street North
                                    Wichita, Kansas 67270
                                    Facsimile: (316) 828-7947
                                    Attention: Josh Taylor

                                                                               8
<PAGE>
ANNEX A

                                 INDEMNIFICATION

     The Company and the Subscribers hereby agree that the following terms and
conditions shall apply to any action or litigation arising from the Registration
Statement.

(a)  INDEMNIFICATION BY THE COMPANY. The Company shall, notwithstanding any
     termination of this Agreement, indemnify and hold harmless each Subscriber,
     the officers, directors, agents, brokers (including brokers who offer and
     sell Conversion shares, Prepayment Shares and Warrant Shares (for purposes
     of this Annex, "Registrable Securities") as principal as a result of a
     pledge or any failure to perform under a margin call of Common Stock),
     investment advisors and employees of each of them, each person who controls
     any such Subscriber (within the meaning of Section 15 of the Securities Act
     or Section 20 of the Exchange Act of 1934, as amended) and the officers,
     directors, agents and employees of each such controlling person, to the
     fullest extent permitted by applicable law, from and against any and all
     losses, claims, damages, liabilities, costs (including, without limitation,
     reasonable costs of preparation and attorneys' fees) and expenses
     (collectively, "Losses"), as incurred, arising out of or relating to any
     untrue or alleged untrue statement of a material fact contained in the
     Registration Statement, any prospectus or any form of prospectus or in any
     amendment or supplement thereto or in any preliminary prospectus, or
     arising out of or relating to any omission or alleged omission of a
     material fact required to be stated therein or necessary to make the
     statements therein (in the case of any prospectus or form of prospectus or
     supplement thereto, in light of the circumstances under which they were
     made) not misleading, except to the extent, but only to the extent, that
     (1) such untrue statements or omissions are based solely upon information
     regarding such Subscriber furnished in writing to the Company by such
     Subscriber expressly for use therein, or to the extent that such
     information relates to such Subscriber or such Subscriber's proposed method
     of distribution of Registrable Securities and was reviewed and expressly
     approved in writing by such Subscriber expressly for use in the
     Registration Statement, such prospectus or such form of prospectus or in
     any amendment or supplement thereto or (2) the use by such Subscriber of an
     outdated or defective prospectus after the Company has notified such
     Subscriber in writing that the prospectus is outdated or defective (an
     "Advice") and prior to the receipt by such Subscriber of written notice
     from the Company that such prospectus is again current and complete. The
     Company shall notify the Subscribers promptly of the institution, threat or
     assertion of any proceeding, litigation or other legal action of which the
     Company is aware in connection with the transactions contemplated by this
     Agreement.

(b)  INDEMNIFICATION BY SUBSCRIBERS. Each Subscriber shall, severally and not
     jointly, indemnify and hold harmless the Company, its directors, officers,
     agents and employees, each person who controls the Company (within the
     meaning of Section 15 of the Securities Act and Section 20 of the Exchange
     Act), and the directors, officers, agents or employees of such controlling
     persons, to the fullest extent permitted by applicable law, from and
     against all Losses (as determined by a court of competent jurisdiction in a
     final judgment not subject to appeal or review) arising solely out of or
     based solely upon any untrue statement of a material fact contained in the
     Registration Statement, any prospectus, or any form of prospectus, or in
     any amendment or supplement thereto, or arising solely out of or based
     solely upon any omission of a material fact required to be stated therein
     or necessary to make the statements therein not misleading to the extent,
     but only to the extent, that such untrue statement or omission is contained
     in any information so furnished in writing by such Subscriber to the
     Company specifically for inclusion in the Registration Statement or such
     prospectus or to the extent that such information relates to such
     Subscriber or such Subscriber's proposed method of distribution of
     Registrable Securities and was reviewed and expressly approved in writing
     by such Subscriber expressly for use in the Registration Statement, such
     prospectus or such form of prospectus, or in any amendment or supplement
     thereto or to the extent such Loss was directly caused by such Subscriber's
     failure, subsequent to its receipt of the Advice contemplated in paragraph

                                                                               9
<PAGE>
     (a) above in this Annex, to discontinue disposition of the Registrable
     Securities and such Loss would have been avoided by such Subscriber's
     compliance with such Advice. In no event shall the liability of any selling
     Subscriber hereunder be greater in amount than the dollar amount of the net
     proceeds received by such Subscriber upon the sale of the Registrable
     Securities giving rise to such indemnification obligation.

(c)  CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any Proceeding shall be brought
     or asserted against any person or entity entitled to indemnity hereunder
     (an "Indemnified Party"), such Indemnified Party shall promptly notify the
     person or entity from whom indemnity is sought (the "Indemnifying Party")
     in writing, and the Indemnifying Party shall assume the defense thereof,
     including the employment of counsel reasonably satisfactory to the
     Indemnified Party and the payment of all fees and expenses incurred in
     connection with defense thereof; provided, that the failure of any
     Indemnified Party to give such notice shall not relieve the Indemnifying
     Party of its obligations or liabilities pursuant to this Agreement, except
     (and only) to the extent that it shall be finally determined by a court of
     competent jurisdiction (which determination is not subject to appeal or
     further review) that such failure shall have proximately and materially
     adversely prejudiced the Indemnifying Party.

(d)  An Indemnified Party shall have the right to employ separate counsel in any
     such Proceeding and to participate in the defense thereof, but the fees and
     expenses of such counsel shall be at the expense of such Indemnified Party
     or Parties unless: (1) the Indemnifying Party has agreed in writing to pay
     such fees and expenses; or (2) the Indemnifying Party shall have failed
     promptly to assume the defense of such Proceeding and to employ counsel
     reasonably satisfactory to such Indemnified Party in any such Proceeding;
     or (3) the named parties to any such Proceeding (including any impleaded
     parties) include both such Indemnified Party and the Indemnifying Party,
     and such Indemnified Party shall have been advised by counsel that a
     conflict of interest is likely to exist if the same counsel were to
     represent such Indemnified Party and the Indemnifying Party (in which case,
     if such Indemnified Party notifies the Indemnifying Party in writing that
     it elects to employ separate counsel at the expense of the Indemnifying
     Party, the Indemnifying Party shall not have the right to assume the
     defense thereof and such counsel shall be at the expense of the
     Indemnifying Party). The Indemnifying Party shall not be liable for any
     settlement of any such Proceeding effected without its written consent,
     which consent shall not be unreasonably withheld. No Indemnifying Party
     shall, without the prior written consent of the Indemnified Party, effect
     any settlement of any pending Proceeding in respect of which any
     Indemnified Party is a party, unless such settlement includes an
     unconditional release of such Indemnified Party from all liability on
     claims that are the subject matter of such Proceeding.

(e)  All fees and expenses of the Indemnified Party (including reasonable fees
     and expenses to the extent incurred in connection with investigating or
     preparing to defend such Proceeding in a manner not inconsistent with this
     Annex) shall be paid to the Indemnified Party, as incurred, within ten
     Business Days of written notice thereof to the Indemnifying Party
     (regardless of whether it is ultimately determined that an Indemnified
     Party is not entitled to indemnification hereunder; PROVIDED, that the
     Indemnifying Party may require such Indemnified Party to undertake to
     reimburse all such fees and expenses to the extent it is finally judicially
     determined that such Indemnified Party is not entitled to indemnification
     hereunder).

(f)  CONTRIBUTION. If a claim for indemnification under paragraph (a) or (b) of
     this Annex is unavailable to an Indemnified Party (by reason of public
     policy or otherwise), then each Indemnifying Party, in lieu of indemnifying
     such Indemnified Party, shall contribute to the amount paid or payable by
     such Indemnified Party as a result of such Losses, in such proportion as is
     appropriate to reflect the relative fault of the Indemnifying Party and
     Indemnified Party in connection with the actions, statements or omissions
     that resulted in such Losses as well as any other relevant equitable
     considerations. The relative fault of such Indemnifying Party and
     Indemnified Party shall be determined by reference to, among other things,
     whether any action in question, including any untrue or alleged untrue
     statement of a material fact or omission or alleged omission of a material

                                                                              10
<PAGE>
     fact, has been taken or made by, or relates to information supplied by,
     such Indemnifying Party or Indemnified Party, and the parties' relative
     intent, knowledge, access to information and opportunity to correct or
     prevent such action, statement or omission. The amount paid or payable by a
     party as a result of any Losses shall be deemed to include, subject to the
     limitations set forth in paragraph (c) to this Annex, any reasonable
     attorneys' or other reasonable fees or expenses incurred by such party in
     connection with any Proceeding to the extent such party would have been
     indemnified for such fees or expenses if the indemnification provided for
     in this Section was available to such party in accordance with its terms.

(g)  The parties hereto agree that it would not be just and equitable if
     contribution pursuant to this Annex were determined by PRO RATA allocation
     or by any other method of allocation that does not take into account the
     equitable considerations referred to in the immediately preceding
     paragraph. Notwithstanding the provisions of this Annex, no Subscriber
     shall be required to contribute, in the aggregate, any amount in excess of
     the amount by which the proceeds actually received by such Subscriber from
     the sale of the Registrable Securities subject to the Proceeding exceeds
     the amount of any damages that such Subscriber has otherwise been required
     to pay by reason of such untrue or alleged untrue statement or omission or
     alleged omission. No person guilty of fraudulent misrepresentation (within
     the meaning of Section 11(f) of the Securities Act) shall be entitled to
     contribution from any person who was not guilty of such fraudulent
     misrepresentation.


(h)  The indemnity and contribution agreements contained in this Section are in
     addition to any liability that the Indemnifying Parties may have to the
     Indemnified Parties

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