REGISTRATION RIGHTS AGREEMENT

     This Registration  Rights Agreement (this  "AGREEMENT") is made and entered
into as of February  16,  2000,  among  Global  Technologies,  Ltd.,  a Delaware
corporation  (the  "Company"),  and the  investors  signatory  hereto (each such
investor  is a  "Purchaser"  and  all  such  investors  are,  collectively,  the
"PURCHASERS").

     This Agreement is made pursuant to the Convertible Preferred Stock Purchase
Agreement, dated as of the date hereof among the Company and the Purchasers (the
"PURCHASE AGREEMENT").

     The Company and the Purchasers hereby agree as follows:

     1. DEFINITIONS

     Capitalized terms used and not otherwise defined herein that are defined in
the Purchase  Agreement shall have the meanings given such terms in the Purchase
Agreement.  As used in this  Agreement,  the  following  terms  shall  have  the
following meanings:

     "AFFILIATE"  means,  with  respect to any  Person,  any other  Person  that
directly or indirectly controls or is controlled by or under common control with
such Person.  For the  purposes of this  definition,  "CONTROL,"  when used with
respect to any Person, means the possession, direct or indirect, of the power to
direct or cause the  direction  of the  management  and policies of such Person,
whether  through the ownership of voting  securities,  by contract or otherwise;
and the terms of  "AFFILIATED,"  "CONTROLLING"  and  "CONTROLLED"  have meanings
correlative to the foregoing.

     "BUSINESS  DAY"  means any day  except  Saturday,  Sunday and any day which
shall be a legal holiday or a day on which banking  institutions in the State of
New  York or the  Commonwealth  of  Pennsylvania  generally  are  authorized  or
required by law or other government actions to close.

     "CERTIFICATE  OF  DESIGNATION"  shall  have the  meaning  set  forth in the
Purchase Agreement.

     "CLOSING DATE" shall have the meaning set forth in the Purchase Agreement.

     "COMMISSION" means the Securities and Exchange Commission.

     "COMMON STOCK" means the Company's Class A common stock, $.01 par value per
share, or such securities that such stock shall hereafter be reclassified into.

     "EFFECTIVENESS  DATE" means (i) with respect to the Registrable  Securities
issuable upon  conversion  of the Shares and exercise of the Warrants,  the 90th
day  following  the  Closing  Date  and (ii)  with  respect  to the  Registrable
Securities  issuable  upon  exercise of the  Redemption  Warrants,  the 90th day
following the issuance of Redemption Warrants.
<PAGE>
     "EFFECTIVENESS PERIOD" shall have the meaning set forth in Section 2(a).

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     "FILING DATE" means (i) with respect to the Registrable Securities issuable
upon  conversion  of the  Shares  and  exercise  of the  Warrants,  the 30th day
following the Closing Date and (ii) with respect to the  Registrable  Securities
issuable upon exercise of the  Redemption  Warrants,  the 30th day following the
issuance of Redemption Warrants.

     "HOLDER" or "HOLDERS" means the holder or holders, as the case may be, from
time to time of Registrable Securities.

     "INDEMNIFIED PARTY" shall have the meaning set forth in Section 5(c).

     "INDEMNIFYING PARTY" shall have the meaning set forth in Section 5(c).

     "LOSSES" shall have the meaning set forth in Section 5(a).

     "PERSON"  means  an  individual  or  a  corporation,   partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

     "PROCEEDING"  means an action,  claim,  suit,  investigation  or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition).

     "PROSPECTUS"  means the prospectus  included in the Registration  Statement
(including,  without  limitation,  a prospectus  that  includes any  information
previously omitted from a prospectus filed as part of an effective  registration
statement in reliance upon Rule 430A  promulgated  under the Securities Act), as
amended or supplemented by any prospectus supplement,  with respect to the terms
of the  offering of any  portion of the  Registrable  Securities  covered by the
Registration  Statement,  and  all  other  amendments  and  supplements  to  the
Prospectus,  including post-effective  amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

     "REDEMPTION  WARRANTS" means the common stock purchase warrants issuable to
the Purchasers pursuant to Section 6(c) of the Certificate of Designations.

     "REGISTRABLE  SECURITIES"  means the shares of Common Stock  issuable  upon
conversion  in full of the Shares and  exercise in full of the  Warrants and the
Redemption Warrants.

     "REGISTRATION   STATEMENT"  means  the   registration   statement  and  any
additional  registration  statements contemplated by Section 2(a), including (in
each case) the  Prospectus,  amendments  and  supplements  to such  registration
statement or  Prospectus,  including  pre- and  post-effective  amendments,  all
exhibits  thereto,  and all material  incorporated  by reference or deemed to be
incorporated by reference in such registration statement.

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<PAGE>
     "RULE 144" means Rule 144  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

     "RULE 415" means Rule 415  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

     "RULE 424" means Rule 424  promulgated  by the  Commission  pursuant to the
Securities  Act, as such Rule may be amended  from time to time,  or any similar
rule or regulation  hereafter adopted by the Commission having substantially the
same effect as such Rule.

     "SECURITIES  ACT" means the  Securities  Act of 1933,  as amended,  and the
rules and regulations promulgated thereunder.

     "SHARES" means the shares of the Company's  Series C Convertible  Preferred
Stock,  $.01 par  value,  issued  to the  Purchasers  pursuant  to the  Purchase
Agreement.

     "SPECIAL  COUNSEL" means one special counsel to the Holders,  for which the
Holders will be reimbursed by the Company pursuant to Section 4.

     "WARRANTS"  shall mean the Common  Stock  purchase  warrants  issued to the
Holders pursuant to the Purchase Agreement.

     2. SHELF REGISTRATION

     (a) On or prior to each Filing  Date,  the Company  shall  prepare and file
with the Commission a "Shelf" Registration  Statement covering the resale of all
Registrable  Securities  relating  thereto  for  an  offering  to be  made  on a
continuous  basis pursuant to Rule 415. The  Registration  Statement shall be on
Form S-3 (except if the Company is not then  eligible to register for resale the
Registrable  Securities on Form S-3, in which case such registration shall be on
another  appropriate form in accordance herewith as the Holders may consent) and
shall  contain  (except if  otherwise  directed by the  Holders)  and subject to
comments by the Commission the "Plan of  Distribution"  attached hereto as ANNEX
A. The Company shall use its best efforts to cause each  Registration  Statement
required to be filed hereunder to be declared effective under the Securities Act
as promptly as possible after the filing thereof, but in any event prior to each
applicable  Effectiveness  Date,  and  shall use its best  efforts  to keep such
Registration Statement continuously effective under the Securities Act until the
date  which is two years  after the date that  such  Registration  Statement  is
declared  effective by the Commission or such earlier date when all  Registrable
Securities covered by such Registration  Statement have been sold or may be sold
without volume restrictions pursuant to Rule 144(k) as determined by the counsel
to the Company  pursuant to a written  opinion letter to such effect,  addressed
and  acceptable to the Company's  transfer  agent and the affected  Holders (the
"EFFECTIVENESS PERIOD"),  PROVIDED, that the Company shall not be deemed to have
used its best efforts to keep the  Registration  Statement  effective during the
Effectiveness Period if it voluntarily takes any action that would result in the
Holders  not  being  able to sell the  Registrable  Securities  covered  by such

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<PAGE>
Registration  Statement during the Effectiveness  Period,  unless such action is
required  under  applicable  law or  the  Company  has  filed  a  post-effective
amendment to the  Registration  Statement and the Commission has not declared it
effective.

     (b) The initial Registration Statement required to be filed hereunder shall
include  (but not be limited to and  subject  to  comment by the  Commission)  a
number of shares  of Common  Stock  equal to no less than the sum of (i) 200% of
the number of shares of Common Stock  issuable  upon  conversion  in full of the
Shares,  assuming for such purposes that such Shares are  outstanding  for three
years and that such conversion  occurred on the Closing Date, the Filing Date or
the date the Company files an  acceleration  request (if  permissible  under the
Securities  Act  without  the  filing  of a  pre-effective  amendment)  with the
Commission relating to the Registration  Statement,  whichever yields the lowest
Conversion  Price (as defined in the  Certificate of  Designation)  and (ii) the
number of shares of Common Stock issuable upon exercise in full of the Warrants.

     (c)  If (a) a  Registration  Statement  is not  filed  on or  prior  to the
applicable Filing Date (if the Company files such Registration Statement without
affording  the  Holder  the  opportunity  to review  and  comment on the same as
required  by  Section  3(a)  hereof,  the  Company  shall  not be deemed to have
satisfied this clause (a)), or (b) the Company fails to file with the Commission
a request for  acceleration in accordance  with Rule 461  promulgated  under the
Securities  Act,  within  five (5) days of the date that the Company is notified
(orally  or  in  writing,  whichever  is  earlier)  by  the  Commission  that  a
Registration Statement will not be "reviewed," or not subject to further review,
or (c) the Registration  Statement filed hereunder is not declared  effective by
the   Commission  on  or  prior  to  the  30th  day  following  the   applicable
Effectiveness  Date,  or (d) after a  Registration  Statement  is filed with and
declared effective by the Commission,  such Registration  Statement ceases to be
effective as to all  Registrable  Securities at any time prior to the expiration
of the Effectiveness Period without being succeeded within ten (10) Trading Days
by an amendment to such Registration  Statement or by a subsequent  Registration
Statement filed with and declared effective by the Commission, or (e) the Common
Stock shall be delisted or suspended from trading on the Nasdaq  National Market
("NASDAQ") or on either of the New York Stock Exchange,  American Stock Exchange
or Nasdaq SmallCap  Market (each, a "SUBSEQUENT  MARKET") for more than five (5)
consecutive  Trading  Day days,  or (f) the  conversion  rights  of the  Holders
pursuant to the Certificate of Designation are suspended for any reason,  or (g)
an  amendment to a  Registration  Statement is not filed by the Company with the
Commission  within ten (10) days of the Commission's  notifying the Company that
such  amendment  is  required  in order for such  Registration  Statement  to be
declared  effective (any such failure or breach being referred to as an "EVENT,"
and for purposes of clauses (a),  (c), (f) the date on which such Event  occurs,
or for  purposes  of clause  (b) the date on which  such five (5) day  period is
exceeded,  or for purposes of clauses (d) and (g) the date which such 10 Trading
Day-period  is  exceeded,  or for  purposes of clause (e) the date on which such
five (5) Trading  Day-period is exceeded,  being  referred to as "EVENT  DATE"),
then,  on the  Event  Date  and  each  monthly  anniversary  thereof  until  the
applicable  Event is cured,  the  Company  shall pay to each  Holder a sum equal
to1.5% of the  purchase  price  paid by such  Holder  pursuant  to the  Purchase
Agreement,  in cash, as liquidated damages and not as a penalty.  If the Company
fails to pay any  liquidated  damages  pursuant  to this  Section in full within
seven (7) days after 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

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<PAGE>
paid by applicable law) to the Holder, accruing daily from the end of such seven
day period until such amounts, plus all such interest thereon, are paid in full.
The  liquidated  damages  pursuant to the terms hereof shall apply on a pro-rata
basis for any portion of a month prior to the cure of an Event.

     3. REGISTRATION PROCEDURES

     In connection with the Company's registration  obligations  hereunder,  the
Company shall:

     (a)  Not  less  than  five  Business  Days  prior  to  the  filing  of  the
Registration  Statement or any related Prospectus or any amendment or supplement
thereto  (including  any  document  that would be  incorporated  or deemed to be
incorporated  therein by  reference),  the  Company  shall,  (i)  furnish to the
Holders c/o their Special  Counsel copies of all such  documents  proposed to be
filed,   which  documents  (other  than  those  incorporated  or  deemed  to  be
incorporated  by  reference)  will be subject to the review of such  Holders and
their Special  Counsel,  and (ii) cause its officers and directors,  counsel and
independent  certified public  accountants to respond to such inquiries as shall
be  necessary,  in the  reasonable  opinion of  respective  counsel to conduct a
reasonable  investigation  within the meaning of the Securities Act. The Company
shall  not  file  the  Registration  Statement  or any  such  Prospectus  or any
amendments  or  supplements  thereto to which the  Holders of a majority  of the
Registrable  Securities  and their  Special  Counsel  shall  reasonably  object,
provided,  the Company is notified  of such  objection  no later than 3 Business
Days after the Holders have been so furnished copies of such documents.

     (b) (i) Prepare and file with the  Commission  such  amendments,  including
post-effective amendments, to the Registration Statement and the Prospectus used
in connection  therewith as may be necessary to keep the Registration  Statement
continuously  effective  as to the  applicable  Registrable  Securities  for the
Effectiveness  Period;  (ii)  cause the  related  Prospectus  to be  amended  or
supplemented by any required  Prospectus  supplement,  and as so supplemented or
amended  to be  filed  pursuant  to Rule  424;  (iii)  respond  as  promptly  as
reasonably  possible,  and in any event  within  fifteen  days,  to any comments
received from the Commission with respect to the  Registration  Statement or any
amendment thereto and as promptly as reasonably possible provide the Holders c/o
their Special Counsel true and complete copies of all correspondence from and to
the Commission  relating to the Registration  Statement;  and (iv) comply in all
material respects with the provisions of the Securities Act and the Exchange Act
with respect to the  disposition of all  Registrable  Securities  covered by the
Registration  Statement  during the  applicable  period in  accordance  with the
intended  methods  of  disposition  by the  Holders  thereof  set  forth  in the
Registration Statement as so amended or in such Prospectus as so supplemented.

     (c) File  additional  Registration  Statements if the number of Registrable
Securities  at any time exceeds 85% of the number of shares of Common Stock then
registered in a  Registration  Statement.  The Company shall have twenty days to
file such additional  Registration  Statements  after notice of such requirement
which is given by the Holders.

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<PAGE>
     (d)  Notify  the  Holders of  Registrable  Securities  to be sold c/o their
Special  Counsel as promptly as reasonably  possible (and, in the case of (i)(A)
below,  not less than five Business Days prior to such filing) and (if requested
by any such  Person)  confirm  such notice in writing no later than one Business
Day following the day (i)(A) when a Prospectus or any  Prospectus  supplement or
post-effective  amendment to the Registration Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a "review" of
such Registration  Statement and whenever the Commission  comments in writing on
such Registration  Statement (the Company shall provide true and complete copies
thereof and all written responses thereto to each of the Holders);  and (C) with
respect to the Registration Statement or any post-effective  amendment, when the
same has become  effective;  (ii) of any request by the  Commission or any other
Federal or state  governmental  authority for  amendments or  supplements to the
Registration Statement or Prospectus or for additional information; (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration  Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings  for that purpose;  (iv) if at any time any of the
representations  and  warranties  of the  Company  contained  in  any  agreement
contemplated hereby ceases to be true and correct in all material respects;  (v)
of the receipt by the Company of any notification with respect to the suspension
of the  qualification or exemption from  qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
Proceeding for such purpose;  and (vi) of the occurrence of any event or passage
of time  that  makes  the  financial  statements  included  in the  Registration
Statement  ineligible  for  inclusion  therein  or  any  statement  made  in the
Registration  Statement or Prospectus or any document  incorporated or deemed to
be incorporated  therein by reference is untrue in any material  respect or that
requires  any  revisions  to the  Registration  Statement,  Prospectus  or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, it will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

     (e) Use its best efforts to avoid the  issuance  of, or, if issued,  obtain
the withdrawal of (i) any order suspending the effectiveness of the Registration
Statement,  or (ii) any  suspension  of the  qualification  (or  exemption  from
qualification)   of  any  of  the   Registrable   Securities  for  sale  in  any
jurisdiction, at the earliest practicable moment.

     (f) Furnish to each Holder c/o their Special  Counsel,  without charge,  at
least one  conformed  copy of each  Registration  Statement  and each  amendment
thereto,   including   financial   statements  and   schedules,   all  documents
incorporated or deemed to be incorporated therein by reference, and all exhibits
to the extent requested by such Person (including those previously  furnished or
incorporated by reference)  promptly after the filing of such documents with the
Commission.

     (g) Promptly deliver to each Holder,  without charge, as many copies of the
Prospectus  or  Prospectuses  (including  each  form  of  prospectus)  and  each
amendment or  supplement  thereto as such Persons may  reasonably  request.  The
Company  hereby  consents to the use of such  Prospectus  and each  amendment or
supplement  thereto  by each of the  selling  Holders  in  connection  with  the
offering and sale of the Registrable  Securities  covered by such Prospectus and
any amendment or supplement thereto.

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<PAGE>
     (h) Prior to any public  offering of Registrable  Securities,  use its best
efforts to register or qualify or cooperate  with the selling  Holders and their
Special  Counsel  in  connection  with the  registration  or  qualification  (or
exemption  from  such   registration  or   qualification)  of  such  Registrable
Securities  for offer and sale  under  the  securities  or Blue Sky laws of such
jurisdictions  within the United  States as any Holder  requests in writing,  to
keep each such registration or qualification (or exemption  therefrom) effective
during  the  Effectiveness  Period  and to do any and all  other  acts or things
necessary or advisable to enable the  disposition in such  jurisdictions  of the
Registrable Securities covered by a Registration  Statement;  provided, that the
Company  shall not be  required  to  qualify  generally  to do  business  in any
jurisdiction  where it is not then so  qualified  or subject  the Company to any
material tax in any such jurisdiction where it is not then so subject.

     (i) Cooperate  with the Holders to facilitate  the timely  preparation  and
delivery of certificates  representing Registrable Securities to be delivered to
a transferee pursuant to a Registration  Statement,  which certificates shall be
free,  to the extent  permitted by the Purchase  Agreement,  of all  restrictive
legends,  and to enable such Registrable  Securities to be in such denominations
and registered in such names as any such Holders may request.

     (j) Upon the occurrence of any event  contemplated by Section 3(d)(vi),  as
promptly as reasonably possible, prepare a supplement or amendment,  including a
post-effective  amendment,  to the Registration Statement or a supplement to the
related  Prospectus or any document  incorporated  or deemed to be  incorporated
therein  by  reference,  and file  any  other  required  document  so  that,  as
thereafter  delivered,  neither the  Registration  Statement nor such Prospectus
will contain an untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.

     (k) Comply with all applicable rules and regulations of the Commission.

     (l) The Company may require each selling Holder to furnish to the Company a
certified  statement  as to the  number of shares of Common  Stock  beneficially
owned by such Holder and, if requested by the Commission, the controlling person
thereof.

     4. REGISTRATION EXPENSES. All fees and expenses incident to the performance
of or  compliance  with  this  Agreement  by the  Company  shall be borne by the
Company  whether or not any  Registrable  Securities  are sold  pursuant  to the
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made  with the  NASDAQ  and any  Subsequent  Market on which the
Common Stock is then listed for trading,  and (B) in compliance  with applicable
state  securities or Blue Sky laws (ii) printing  expenses  (including,  without
limitation,  expenses of printing certificates for Registrable Securities and of
printing  prospectuses  if the  printing of  prospectuses  is  requested  by the
holders of a majority of the Registrable Securities included in the Registration
Statement),  (iii)  messenger,  telephone and delivery  expenses,  (iv) fees and

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disbursements of counsel for the Company and Special Counsel for the Holders (in
the case of the latter, up to a maximum of $7,500), (v) Securities Act liability
insurance, if the Company so desires such insurance,  and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation
of the  transactions  contemplated by this Agreement.  In addition,  the Company
shall be  responsible  for all of its internal  expenses  incurred in connection
with  the  consummation  of the  transactions  contemplated  by  this  Agreement
(including,  without  limitation,  all salaries and expenses of its officers and
employees  performing  legal or  accounting  duties),  the expense of any annual
audit and the fees and expenses  incurred in connection  with the listing of the
Registrable Securities on any securities exchange as required hereunder.

     5. INDEMNIFICATION

     (a) INDEMNIFICATION BY THE COMPANY. The Company shall,  notwithstanding any
termination  of this  Agreement,  indemnify and hold  harmless each Holder,  the
officers,  directors,  agents,  brokers  (including  brokers  who offer and sell
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 Holder (within the meaning of
Section 15 of the  Securities  Act or Section  20 of the  Exchange  Act) 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,
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  Holder  furnished  in  writing to the  Company  by such  Holder
expressly  for use therein,  or to the extent that such  information  relates to
such Holder or such Holder's  proposed  method of  distribution  of  Registrable
Securities  and was  reviewed and  expressly  approved in writing by such Holder
expressly for use in the Registration Statement, such Prospectus or such form of
Prospectus or in any  amendment or  supplement  thereto or (2) in the case of an
occurrence of an event of the type specified in Section  3(d)(ii)-(vi),  the use
by such  Holder of an  outdated or  defective  Prospectus  after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such Holder of the Advice  contemplated in Section 6(e).
The Company  shall  notify the Holders  promptly of the  institution,  threat or
assertion of any Proceeding of which the Company is aware in connection with the
transactions contemplated by this Agreement.

     (b)  INDEMNIFICATION  BY HOLDERS.  Each  Holder  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

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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  Holder to the  Company  specifically  for  inclusion  in the  Registration
Statement or such Prospectus or to the extent that such  information  relates to
such Holder or such Holder's  proposed  method of  distribution  of  Registrable
Securities  and was  reviewed and  expressly  approved in writing by such Holder
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 Holder's  failure,  subsequent to its receipt of the
Advice  contemplated  in  Section  6(e),  to  discontinue   disposition  of  the
Registrable  Securities  pursuant to Section  6(e) and such Loss would have been
avoided by such Holder's compliance with Section 6(e). For purposes hereof, each
Holder by signing this Agreement hereby  expressly  approves in writing the Plan
of  Distribution  attached hereto as Annex A. In no event shall the liability of
any selling Holder  hereunder be greater in amount than the dollar amount of the
net proceeds received by such Holder 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  entitled to  indemnity  hereunder  (an
"INDEMNIFIED  PARTY"),  such Indemnified  Party shall promptly notify the Person
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.

     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

                                        9
<PAGE>
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.

     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
Section)  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).

     (d) CONTRIBUTION. If a claim for indemnification under Section 5(a) or 5(b)
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 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 Section 5(c), 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.

     The  parties  hereto  agree  that it  would  not be just and  equitable  if
contribution  pursuant  to  this  Section  5(d)  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 Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds  actually  received  by such  Holder  from the sale of the  Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder 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.

                                       10
<PAGE>
     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.

     6. MISCELLANEOUS

     (a)  REMEDIES.  In the event of a breach by the Company or by a Holder,  of
any of their  obligations under this Agreement,  each Holder or the Company,  as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
specific  performance of its rights under this  Agreement.  The Company and each
Holder agree that monetary damages would not provide  adequate  compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement  and  hereby  further  agrees  that,  in the event of any  action  for
specific  performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

     (b)  NO  INCONSISTENT  AGREEMENTS.  Neither  the  Company  nor  any  of its
subsidiaries has entered, as of the date hereof, nor shall the Company or any of
its  subsidiaries,  on or  after  the  date of this  Agreement,  enter  into any
agreement with respect to its securities  that is  inconsistent  with the rights
granted  to the  Holders  in this  Agreement  or  otherwise  conflicts  with the
provisions  hereof.  Except as and to the  extent  specified  in  Schedule  6(b)
hereto,  neither the Company nor any of its subsidiaries has previously  entered
into any agreement  granting any registration  rights with respect to any of its
securities to any Person.

     (c) NO PIGGYBACK ON REGISTRATIONS. Except as and to the extent specified in
Schedule 6(b) hereto, neither the Company nor any of its security holders (other
than the Holders in such capacity pursuant hereto) may include securities of the
Company in the Registration Statement other than the Registrable Securities, and
the Company shall not after the date hereof enter into any  agreement  providing
any such right to any of its security holders.

     (d) COMPLIANCE.  Each Holder  covenants and agrees that it will comply with
the prospectus  delivery  requirements of the Securities Act as applicable to it
in connection with sales of Registrable  Securities pursuant to the Registration
Statement.

     (e) DISCONTINUED DISPOSITION. Each Holder agrees by its acquisition of such
Registrable  Securities  that,  upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Sections  3(d)(ii),  3(d)(iii),
3(d)(iv),   3(d)(v)  or  3(d)(vi),   such  Holder  will  forthwith   discontinue
disposition of such  Registrable  Securities  under the  Registration  Statement
until such Holder's receipt of the copies of the supplemented  Prospectus and/or
amended  Registration  Statement  contemplated  by Section  3(j), or until it is
advised in writing (the  "Advice") by the Company that the use of the applicable
Prospectus  may be resumed,  and, in either  case,  has  received  copies of any
additional  or  supplemental  filings  that are  incorporated  or  deemed  to be
incorporated  by reference in such  Prospectus or  Registration  Statement.  The
Company may provide  appropriate  stop orders to enforce the  provisions of this
paragraph.

     (f) PIGGY-BACK  REGISTRATIONS.  (i) Subject to Section 6(f)(ii),  if at any
time during the  Effectiveness  Period  there is not an  effective  Registration
Statement  covering  all of the  Registrable  Securities  and the Company  shall

                                       11
<PAGE>
determine  to prepare  and file with the  Commission  a  registration  statement
relating to an offering  for its own account or the account of others  under the
Securities Act of any of its equity  securities,  other than on Form S-4 or Form
S-8 (each as  promulgated  under the Securities  Act) or their then  equivalents
relating  to equity  securities  to be  issued  solely  in  connection  with any
acquisition  of  any  entity  or  business  or  equity  securities  issuable  in
connection with stock option or other employee  benefit plans,  then the Company
shall send to each Holder  written notice of such  determination  and, if within
fifteen days after  receipt of such notice,  any such Holder shall so request in
writing,  the Company  shall include in such  registration  statement all or any
part of such Registrable Securities such holder requests to be registered.

     (ii)  If (A) the  offering  proposed  to be  made is to be an  underwritten
public  offering,  and (B) the  managing  underwriter  of such  public  offering
furnishes a written  opinion that the total amount of  securities to be included
in such offering  would exceed the maximum  amount of  securities  (the "Maximum
Amount")  (as  specified  in such  opinion)  which  can be  marketed  at a price
reasonably  related to the then current market value of such  securities (or the
anticipated  market  price,  if no  trading  market  then  exists)  and  without
materially  and  adversely  affecting  such  offering or the trading  market for
Common  Stock,  then the Company,  the Holders and other holders of Common Stock
desiring to register their Common Stock by such registration  shall have a right
to  participate  in  such  offering  in  the  following  order  of  priority  (a
"Priority")  until the number of Common Stock  included in the offering  reaches
the  Maximum  Amount,  and no  additional  Common  Stock will be included in the
registration statement.  First Priority shall be to the Company for Common Stock
to be sold for the account of the Company.  Second  Priority shall be to holders
of Common Stock who have a  contractual  right  granted to such holders prior to
the date  hereof to have Common  Stock  registered  pursuant  to a  registration
statement  initiated  on their  request or demand.  Third  Priority  shall be to
holders of Common Stock who have a  contractual  right granted to such holder on
or prior to the date hereof to have their  Common Stock  registered  pursuant to
piggyback or incidental rights on terms comparable to Section 6(f)(i) hereof (in
a  registration  statement  that such holders do not have a right to  initiate),
including  Holders  who have  piggyback  rights  under  this  Agreement.  Fourth
Priority  shall be to all other holders of Common Stock in any sequence that may
be agreed upon among the holders of such Common Stock and/or the Company. To the
extent that some but not all of the Common Stock owned by persons  within any of
the  Priorities  listed above are not included  within the Maximum  Amount,  the
Common Stock to be included in the registration statement shall be allocated pro
rata to holders in such  Priority in  proportion  to the  respective  numbers of
shares of Common  Stock each such person in such  Priority  wishes to include in
the registration statement.

     (g) AMENDMENTS AND WAIVERS. The provisions of this Agreement, including the
provisions of this sentence, may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the provisions  hereof may not be given,
unless the same shall be in writing and signed by the Company and the Holders of
at  least   two-thirds   of  the  then   outstanding   Registrable   Securities.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof  with  respect  to a matter  that  relates  exclusively  to the rights of
Holders  and that does not  directly  or  indirectly  affect the rights of other
Holders  may be  given by  Holders  of at least a  majority  of the  Registrable
Securities to which such waiver or consent relates; provided,  however, that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding sentence.

                                       12
<PAGE>
     (h)  NOTICES.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of  transmission,  if
such  notice or  communication  is  delivered  via  facsimile  at the  facsimile
telephone  number  specified in this Section  prior to 8:00 p.m.  (New York City
time) on a Business Day,  (ii) the Business Day after the date of  transmission,
if such notice or  communication  is delivered  via  facsimile at the  facsimile
telephone number  specified in the Purchase  Agreement later than 8:00 p.m. (New
York City time) on any date and earlier than 11:59 p.m.  (New York City time) on
such date,  (iii) the Business  Day  following  the date of mailing,  if sent by
nationally  recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such  notice is  required  to be given.  The  address for such
notices and communications shall be as follows:

          If to the Company:     Global Technologies, Ltd.
                                 1811 Chestnut Street, Suite 120
                                 Philadelphia, PA 19103
                                 Facsimile No.: (215) 972-8183
                                 Attn: Chief Financial Officer/General Counsel



          With copies to:        Mesirov Gelman Jaffe Cramer & Jamieson, LLP
                                 1735 Market Street
                                 Philadelphia, PA 19103
                                 Facsimile No.: (215) 994-1111
                                 Attn: Richard P. Jaffe, Esq.

          If to a Purchaser:     To the address set forth under such
                                 Purchaser's name on the signature pages hereto.

          If to any other Person who is then the registered Holder:

                                 To the address of such Holder as it appears
                                 in the stock transfer books of the Company

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such Person.

     (i)  SUCCESSORS AND ASSIGNS.  This Agreement  shall inure to the benefit of
and be binding upon the successors and permitted  assigns of each of the parties
and shall  inure to the benefit of each  Holder.  The Company may not assign its
rights or  obligations  hereunder  without  the prior  written  consent  of each
Holder.  Each Holder may assign their respective  rights hereunder in the manner
and to the Persons as permitted under the Purchase Agreement.

     (j)  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which when so executed  shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any  signature  is  delivered  by  facsimile  transmission,  such

                                       13
<PAGE>
signature shall create a valid binding  obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

     (k) GOVERNING  LAW. The corporate  laws of Delaware shall govern all issues
concerning the relative  rights of the Company and its  stockholders.  All other
questions concerning the construction,  validity, enforcement and interpretation
of this Agreement  shall be governed by and construed and enforced in accordance
with  the  internal  laws  of the  State  of New  York,  without  regard  to the
principles of conflicts of law thereof.

     (l) CUMULATIVE  REMEDIES.  The remedies  provided herein are cumulative and
not exclusive of any remedies provided by law.

     (m) SEVERABILITY.  If any term, provision,  covenant or restriction of this
Agreement is held by a court of competent  jurisdiction to be invalid,  illegal,
void or  unenforceable,  the remainder of the terms,  provisions,  covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected,  impaired or  invalidated,  and the parties hereto shall use
their reasonable  efforts to find and employ an alternative means to achieve the
same or  substantially  the  same  result  as that  contemplated  by such  term,
provision,  covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining  terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

     (n)  HEADINGS.  The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

     (o) SHARES HELD BY THE COMPANY AND ITS AFFILIATES.  Whenever the consent or
approval of Holders of a  specified  percentage  of  Registrable  Securities  is
required hereunder, Registrable Securities held by the Company or its Affiliates
(other than any Holder or transferees  or successors or assigns  thereof if such
Holder is deemed to be an  Affiliate  solely by reason of its  holdings  of such
Registrable Securities) shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage.

     (p)  INDEPENDENT   NATURE  OF  PURCHASERS'   OBLIGATIONS  AND  RIGHTS.  The
obligations  of each  Purchaser  hereunder  is  several  and not joint  with the
obligations  of any  other  Purchaser  hereunder,  and  no  Purchaser  shall  be
responsible  in any way for the  performance  of the  obligations  of any  other
Purchaser  hereunder.  Nothing  contained  herein or in any other  agreement  or
document delivered at any closing, and no action taken by any Purchaser pursuant
hereto  or  thereto,   shall  be  deemed  to  constitute  the  Purchasers  as  a
partnership,  an  association,  a joint venture or any other kind of entity,  or
create a presumption  that the  Purchasers are in any way acting in concert with
respect to such obligations or the transactions  contemplated by this Agreement.
Each  Purchaser  shall be entitled to protect and enforce its rights,  including
without limitation the rights arising out of this Agreement, and it shall not be
necessary  for any other  Purchaser to be joined as an  additional  party in any
proceeding for such purpose.

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                           SIGNATURE PAGES TO FOLLOW]

                                       14
<PAGE>
     IN WITNESS  WHEREOF,  the parties have  executed this  Registration  Rights
Agreement as of the date first written above.

                                        GLOBAL TECHNOLOGIES, LTD.


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


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                    SIGNATURE PAGES OF PURCHASERS TO FOLLOW]
<PAGE>
                                        ADVANTAGE FUND II LTD.


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


                                        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: Christopher Purrier

                                        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.


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                      SIGNATURE PAGE FOR PURCHASER FOLLOWS]
<PAGE>
                                        KOCH INVESTMENT GROUP LTD.


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


                                        Address for Notice:
                                        4111 East 37th Street North
                                        Wichita, Kansas 67270
                                        Facsimile: (316) 828-7947
                                        Attention: Josh Taylor
<PAGE>
                                                                         ANNEX A

                              PLAN OF DISTRIBUTION

     The  selling  stockholders  and  any  of  their  pledgees,   assignees  and
successors-in-interest  may, from time to time,  sell any or all of their shares
of common stock on any stock exchange,  market or trading  facility on which the
shares  are traded or in private  transactions.  These  sales may be at fixed or
negotiated  prices.  The  selling  stockholders  may  use any one or more of the
following methods when selling shares:

*    ordinary brokerage transactions and transactions in which the broker-dealer
     solicits purchasers;

*    block trades in which the broker-dealer  will attempt to sell the shares as
     agent but may  position  and resell a portion of the block as  principal to
     facilitate the transaction;

*    purchases by a broker-dealer  as principal and resale by the  broker-dealer
     for its account;

*    an exchange  distribution  in accordance  with the rules of the  applicable
     exchange;

*    privately negotiated transactions;

*    broker-dealers may agree with the selling  stockholders to sell a specified
     number of such shares at a stipulated price per share;

*    a combination of any such methods of sale; and

*    any other method permitted pursuant to applicable law.

     The  selling  stockholders  may also sell  shares  under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

     Broker-dealers  engaged by the selling  stockholders  may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the selling  stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated.  The  selling  stockholders  do not  expect  these  commissions  and
discounts to exceed what is customary in the types of transactions involved.

     The selling stockholders and any broker-dealers or agents that are involved
in selling the shares may be deemed to be  "underwriters"  within the meaning of
the Securities Act in connection with such sales. In such event, any commissions
received  by such  broker-dealers  or agents and any profit on the resale of the
shares  purchased  by them  may be  deemed  to be  underwriting  commissions  or
discounts under the Securities Act.

     The  company  is  required  to pay all fees and  expenses  incident  to the
registration of the shares, including up to $7,500 of the fees and disbursements
of counsel to the selling stockholders.  The company has agreed to indemnify the
selling  stockholders against certain losses,  claims,  damages and liabilities,
including liabilities under the Securities Act.