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                 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

                                      Among

                            GLOBAL TECHNOLOGIES, LTD.

                                       and

                         THE INVESTORS SIGNATORY HERETO


                          Dated as of February 16, 2000










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     CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated 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").

     WHEREAS,  subject to the terms and conditions set forth in this  Agreement,
the  Company  desires to issue and sell to the  Purchasers  and the  Purchasers,
severally and not jointly,  desire to purchase  from the Company,  shares of the
Company's  Series C Convertible  Preferred  Stock, par value $.01 per share (the
"PREFERRED  STOCK"),  which are convertible into shares of the Company's Class A
common stock, par value $.01 per share (the "COMMON STOCK").

     IN CONSIDERATION of the mutual covenants  contained in this Agreement,  and
for other good and valuable  consideration the receipt and adequacy of which are
hereby acknowledged, the Company and the Purchasers agree as follows:

                                    ARTICLE I
                               PURCHASE AND SALE

     1.1. THE CLOSING.

     (a) THE CLOSING.  (i) Subject to the terms and conditions set forth in this
Agreement, the Company shall issue and sell to the Purchasers and the Purchasers
shall,  severally  and not  jointly,  purchase an  aggregate  of 1,000 shares of
Preferred  Stock (the "SHARES") for an aggregate  purchase price of $10,000,000;
each Purchaser  agreeing to purchase the amount of Shares for the purchase price
so indicated on the signature page attached hereto.  The closing of the purchase
and sale of the  Shares  (the  "CLOSING")  shall  take  place at the  offices of
Robinson  Silverman  Pearce Aronsohn & Berman LLP ("ROBINSON  SILVERMAN"),  1290
Avenue of the  Americas,  New York,  New York 10104,  immediately  following the
execution  hereof or such later date as the parties shall  mutually agree but in
any  event,  no  later  than  February  29,  2000.  The date of the  Closing  is
hereinafter referred to as the "CLOSING DATE."

          (ii) At the Closing,  the parties  shall  deliver or shall cause to be
delivered the  following:  (A) the Company  shall deliver to each  Purchaser (1)
stock  certificates,  registered in the name of such  Purchaser,  representing a
number of Shares equal to the quotient  obtained by dividing the purchase  price
indicated below such Purchaser's name on the signature page to this Agreement by
10,000,  (2) a  Common  Stock  purchase  warrant,  in  the  form  of  EXHIBIT  D
(collectively,  the  "WARRANTS"),  registered  in the  name of  such  Purchaser,
pursuant  to which  such  Purchaser  shall have the right to acquire a number of
shares of Common Stock equal to 15% of such  Purchaser's  purchase price for the
Shares being  acquired by it,  divided by the Exercise  Price (as defined in the
Warrants),  (3) the legal opinion of Mesirov Gelman Jaffe Cramer & Jamieson LLP,
outside  counsel to the  Company  in the form of EXHIBIT C, and (4) an  executed
Registration Rights Agreement,  dated the date hereof, among the Company and the
Purchasers,  in the form of EXHIBIT B (the "REGISTRATION  RIGHTS AGREEMENT") and
the  Transfer  Agent  Instructions,  in the form of EXHIBIT E,  delivered to and
acknowledged   by  the   Company's   transfer   agent   (the   "TRANSFER   AGENT
INSTRUCTIONS");  and (B) each  Purchaser  shall  deliver (1) the purchase  price
indicated below such Purchaser's name on the signature page to this Agreement in
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United  States  dollars in  immediately  available  funds by wire transfer to an
account  designated  in  writing by the  Company  for such  purpose,  and (2) an
executed Registration Rights Agreement.

     1.2. TERMS OF PREFERRED  STOCK.  The Preferred  Stock shall have the rights
preferences  and  privileges  set forth in EXHIBIT A, and shall be  incorporated
into a Certificate of Designation (the "CERTIFICATE OF Designation") to be filed
prior to the Closing by the Company with the Secretary of State of Delaware,  in
form and substance mutually agreed to by the parties.

     1.3. CERTAIN DEFINED TERMS. For purposes of this Agreement, "ORIGINAL ISSUE
DATE"  and  "TRADING  DAY"  shall  have the  meanings  set forth in  EXHIBIT  A;
"BUSINESS  DAY"  shall mean any day  except  Saturday,  Sunday and any day which
shall be a federal legal holiday or a day on which banking  institutions  in the
State of New York or the Commonwealth of Pennsylvania are authorized or required
by law or other  governmental  action to close;  "PERSON" means an individual or
corporation,  partnership,  trust,  incorporated or unincorporated  association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

     2.1. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY. The Company
hereby makes the following representations and warranties to the Purchasers:

     (a)  ORGANIZATION  AND  QUALIFICATION.  The Company is a  corporation  duly
incorporated,  validly existing and in good standing under the laws of the State
of Delaware, with the requisite corporate power and authority to own and use its
properties and assets and to carry on its business as currently  conducted.  The
Company  has  no  subsidiaries  other  than  as set  forth  in  SCHEDULE  2.1(A)
(collectively the  "SUBSIDIARIES").  Each of the Subsidiaries is an entity, duly
incorporated or otherwise organized, validly existing and in good standing under
the  laws  of  the  jurisdiction  of  its   incorporation  or  organization  (as
applicable),  with  the  requisite  power  and  authority  to own  and  use  its
properties and assets and to carry on its business as currently conducted.  Each
of the Company and the  Subsidiaries  is duly qualified to do business and is in
good standing as a foreign  corporation in each jurisdiction in which the nature
of the  business  conducted  or  property  owned by it makes such  qualification
necessary,  except where the failure to be so qualified or in good standing,  as
the case may be, could not,  individually  or in the  aggregate,  (x)  adversely
affect the legality,  validity or  enforceability  of the Securities (as defined
below) or any of this Agreement, the Registration Rights Agreement, the Transfer
Agent Instructions or the Warrants (collectively,  the "TRANSACTION DOCUMENTS"),
(y) have or result in a material  adverse  effect on the results of  operations,
assets,  prospects, or condition (financial or otherwise) of the Company and the
Subsidiaries, taken as a whole, or (z) adversely impair the Company's ability to
perform  fully on a timely basis its  obligations  under any of the  Transaction
Documents (any of (x), (y) or (z), a "MATERIAL ADVERSE EFFECT").

     (b)  AUTHORIZATION;  ENFORCEMENT.  The Company has the requisite  corporate
power  and  authority  to  enter  into  and  to  consummate   the   transactions
contemplated by each of the Transaction Documents and otherwise to carry out its
obligations  thereunder.  The execution and delivery of each of the  Transaction

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Documents  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated  thereby have been duly  authorized by all necessary  action on the
part of the Company and no further  action is required by the  Company.  Each of
the  Transaction  Documents  has been duly  executed  by the Company  and,  when
delivered (or filed,  as the case may be) in  accordance  with the terms hereof,
will  constitute  the valid and binding  obligation  of the Company  enforceable
against the Company in  accordance  with its terms.  Neither the Company nor any
Subsidiary  is  in  violation  of  any  of  the  provisions  of  its  respective
certificate or articles of  incorporation,  by-laws or other  organizational  or
charter documents.

     (c)  CAPITALIZATION.  The  number of  authorized,  issued  and  outstanding
capital  stock  of the  Company  is set  forth in  SCHEDULE  2.1(C).  Except  as
disclosed in SCHEDULE 2.1(C),  the Company owns all of the capital stock of each
Subsidiary.  No shares of Common  Stock are  entitled to  preemptive  or similar
rights,  nor is any holder of the Common Stock entitled to preemptive or similar
rights arising out of any agreement or understanding  with the Company by virtue
of any of the Transaction Documents. Except as a result of the purchase and sale
of the Shares and the Warrants and except as disclosed in SCHEDULE 2.1(C), there
are no outstanding  options,  warrants,  script rights to subscribe to, calls or
commitments of any character  whatsoever  relating to, or securities,  rights or
obligations convertible into or exchangeable for, or giving any Person any right
to  subscribe  for or  acquire,  any  shares  of  Common  Stock,  or  contracts,
commitments,  understandings,  or  arrangements  by  which  the  Company  or any
Subsidiary is or may become bound to issue additional shares of Common Stock, or
securities or rights convertible or exchangeable into shares of Common Stock.

     (d)  ISSUANCE OF THE SHARES AND THE  WARRANTS.  The Shares and the Warrants
are duly  authorized  and, when issued and paid for in accordance with the terms
hereof, will be duly and validly issued, fully paid and nonassessable,  free and
clear  of all  liens,  encumbrances  and  rights  of first  refusal  of any kind
(collectively,  "LIENS").  The Company  has on the date hereof and will,  at all
times while the Shares and the  Warrants are  outstanding,  maintain an adequate
reserve of duly authorized shares of Common Stock,  reserved for issuance to the
holders of the Shares and the Warrants,  to enable it to perform its conversion,
exercise  and  other  obligations  under  this  Agreement,  the  Certificate  of
Designation  and the Warrants.  Such number of reserved and available  shares of
Common  Stock is not less  than the sum of (i) 200% of the  number  of shares of
Common  Stock  which would be issuable  upon  conversion  in full of the Shares,
assuming  that the  Shares  are  outstanding  for three  years  and all  accrued
dividends  are added to the  Stated  Value (as  defined  in the  Certificate  of
Designation),  and that the Conversion  Price (as defined in the  Certificate of
Designation),  applicable to such conversion equals $15.00,  and (ii) the number
of shares of Common Stock issuable upon exercise of the Warrants (such number of
shares of  Common  Stock as  contemplated  in  clauses  (i)-(ii),  the  "Initial
Minimum"). All such authorized shares of Common Stock shall be duly reserved for
issuance  to the  holders of the Shares and the  Warrants.  The shares of Common
Stock  issuable upon  conversion of the Shares and upon exercise of the Warrants
are collectively  referred to herein as the "UNDERLYING SHARES." The Shares, the
Warrants and the Underlying  Shares are collectively  referred to herein as, the
"SECURITIES."  When issued in accordance with the Certificate of Designation and
the Warrants,  the Underlying  Shares will be duly  authorized,  validly issued,
fully paid and nonassessable, free and clear of all Liens against the Company.

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<PAGE>
     (e)  NO  CONFLICTS.   The  execution,   delivery  and  performance  of  the
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated  thereby  do not and  will not (i)  conflict  with or
violate any  provision  of the  Company's  or any  Subsidiary's  certificate  or
articles of  incorporation,  bylaws or other charter  documents (each as amended
through the date hereof),  or (ii) subject to obtaining  the Required  Approvals
(as defined  below),  conflict  with, or constitute a default (or an event which
with notice or lapse of time or both would become a default)  under,  or give to
others any rights of termination,  amendment, acceleration or cancellation (with
or without notice,  lapse of time or both) of, any agreement,  credit  facility,
debt or other instrument  (evidencing a Company or Subsidiary debt or otherwise)
or other  understanding  to which the Company or any Subsidiary is a party or by
which  any  property  or  asset of the  Company  or any  Subsidiary  is bound or
affected,  or (iii) result in a violation of any law, rule,  regulation,  order,
judgment,  injunction,  decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal and
state securities laws and regulations), or by which any property or asset of the
Company  or a  Subsidiary  is bound or  affected;  except in the case of each of
clauses (ii) and (iii), as could not, individually or in the aggregate,  have or
result in a Material  Adverse  Effect.  The business of the Company is not being
conducted in violation of any law,  ordinance or regulation of any  governmental
authority,  except for violations which, individually or in the aggregate, could
not have or result in a Material Adverse Effect.

     (f) FILINGS, CONSENTS AND APPROVALS. Neither the Company nor any Subsidiary
is required to obtain any consent,  waiver,  authorization or order of, give any
notice to, or make any filing or registration  with, any court or other federal,
state, local or other governmental  authority or other Person in connection with
the  execution,  delivery  and  performance  by the  Company of the  Transaction
Documents,  other than (i) the filing of the Certificate of Designation with the
Secretary of State of Delaware,  (ii) the filings  required  pursuant to Section
3.9,  (iii)  the  filing  with  the  Securities  and  Exchange  Commission  (the
"Commission") of a registration  statement meeting the requirements set forth in
the  Registration  Rights  Agreement  and covering the resale of the  Underlying
Shares by the Purchasers (the "UNDERLYING SHARES REGISTRATION STATEMENT"),  (iv)
the  application(s)  to the Nasdaq National Market ("NASDAQ") for the listing of
the  Underlying  Shares for trading on the NASDAQ  (and with any other  national
securities  exchange or market on which the Common  Stock is then listed) in the
time and manner  required  thereby,  (v) applicable Blue Sky filings and (vi) in
all other cases where the failure to obtain such consent, waiver,  authorization
or order, or to give such notice or make such filing or  registration  could not
have or result in,  individually or in the aggregate,  a Material Adverse Effect
(collectively, the "REQUIRED APPROVALS").

     (g) LITIGATION;  PROCEEDINGS.  There is no action, suit, inquiry, notice of
violation,  proceeding  or  investigation  pending or, to the  knowledge  of the
Company,  threatened against or affecting the Company or any of its Subsidiaries
or any of  their  respective  properties  before  or by any  court,  arbitrator,
governmental or administrative  agency or regulatory authority (federal,  state,
county,  local or  foreign)  (collectively,  an  "Action")  which (i)  adversely
affects or challenges  the legality,  validity or  enforceability  of any of the
Transaction  Documents or the Securities or (ii) except as set forth in Schedule
2.1(g),  could,  individually or in the aggregate,  have or result in a Material
Adverse Effect.

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     (h) NO DEFAULT OR VIOLATION.  Neither the Company nor any Subsidiary (i) is
in default  under or in violation  of (and no event has  occurred  which has not
been  waived  which,  with  notice or lapse of time or both,  would  result in a
default by the  Company or any  Subsidiary  under),  nor has the  Company or any
Subsidiary  received notice of a claim that it is in default under or that it is
in violation of, any indenture,  loan or credit agreement or any other agreement
or instrument to which it is a party or by which it or any of its  properties is
bound,  (ii)  is  in  violation  of  any  order  of  any  court,  arbitrator  or
governmental  body, or (iii) is in violation of any statute,  rule or regulation
of any governmental authority, in each case of clauses (i), (ii) or (iii) above,
except  as could  not  individually  or in the  aggregate,  have or  result in a
Material Adverse Effect.

     (i) PRIVATE  OFFERING.  Assuming  the accuracy of the  representations  and
warranties  of the  Purchasers  set forth in  Sections  2.2(b)-(g),  the  offer,
issuance and sale of the Securities to the Purchasers as contemplated hereby are
exempt from the  registration  requirements  of the  Securities  Act of 1933, as
amended (the "SECURITIES ACT"). Neither the Company nor any Person acting on its
behalf has taken or is, to the  knowledge of the Company,  contemplating  taking
any action which could subject the offering,  issuance or sale of the Securities
to the  Purchasers  to the  registration  requirements  of  the  Securities  Act
including  soliciting  any offer to buy or sell the  Securities  by means of any
form of general solicitation or advertising.

     (j) SEC DOCUMENTS;  FINANCIAL STATEMENTS. The Company has filed all reports
required  to be filed by it under the  Exchange  Act of 1934,  as  amended  (the
"EXCHANGE ACT"),  including pursuant to Section 13(a) or 15(d) thereof,  for the
two years  preceding the date hereof (or such shorter  period as the Company was
required  by  law  to  file  such  material)  (the  foregoing   materials  being
collectively  referred to herein as the "SEC DOCUMENTS"  and,  together with the
Schedules to this Agreement,  the  "DISCLOSURE  MATERIALS") on a timely basis or
has received a valid extension of such time of filing and has filed any such SEC
Documents prior to the expiration of any such extension.  As of their respective
dates, the SEC Documents complied in all material respects with the requirements
of the Securities Act and the Exchange Act and the rules and  regulations of the
Commission promulgated  thereunder,  and none of the SEC Documents,  when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  All material agreements to which the Company is a party or to which
the property or assets of the Company are subject have been filed as exhibits to
the SEC Documents as required.  The financial statements of the Company included
in the SEC Documents comply in all material respects with applicable  accounting
requirements  and the rules  and  regulations  of the  Commission  with  respect
thereto as in effect at the time of filing. Such financial  statements have been
prepared in accordance with generally accepted accounting  principles applied on
a  consistent  basis  during the  periods  involved  ("GAAP"),  except as may be
otherwise  specified in such  financial  statements  or the notes  thereto,  and
fairly  present in all material  respects the financial  position of the Company
and  its  consolidated  subsidiaries  as of and for the  dates  thereof  and the
results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to normal, immaterial, year-end audit adjustments.
Since October 28, 1999,  except as specifically  disclosed in the SEC Documents,
(a) there has been no event, occurrence or development that has resulted or that

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could  reasonably be expected to result in a Material  Adverse  Effect,  (b) the
Company has not incurred any  liabilities  (contingent or otherwise)  other than
(x) liabilities incurred in the ordinary course of business consistent with past
practice and (y)  liabilities  not  required to be  reflected  in the  Company's
financial  statements  pursuant to GAAP or otherwise required to be disclosed in
filings made with the Commission,  (c) the Company has not altered its method of
accounting or the identity of its auditors and (d) except for the  three-for-two
stock  split  effected  by way of a  dividend  of one share for each two  shares
outstanding, to become effective as of February 29, 2000 (the "Stock Dividend"),
the Company has not  declared  or made any  payment or  distribution  of cash or
other  property to its  stockholders  or officers  or  directors  (other than in
compliance with existing Company stock option plans) with respect to its capital
stock, or purchased, redeemed (or made any agreements to purchase or redeem) any
shares of its capital stock.

     (k)  INVESTMENT  COMPANY.  The Company is not, and is not an Affiliate  (as
defined in Rule 405 under the Securities Act) of, an "investment company" within
the meaning of the Investment Company Act of 1940, as amended.

     (l) CERTAIN  FEES.  Except for  certain  fees  payable to Reedland  Capital
Partners,  an  institutional  division of Financial West Group,  member NASD and
SIPC, by the Company,  no fees or commissions  will be payable by the Company to
any broker, financial advisor or consultant, finder, placement agent, investment
banker,  bank or other Person with respect to the  transactions  contemplated by
this Agreement. The Purchasers shall have no obligation with respect to any fees
or with respect to any claims made by or on behalf of other  Persons for fees of
a type  contemplated  in this  Section  that may be due in  connection  with the
transactions  contemplated  by this  Agreement.  The Company shall indemnify and
hold harmless the Purchasers, their employees,  officers, directors, agents, and
partners, and their respective Affiliates,  from and against all claims, losses,
damages,  costs  (including  the costs of preparation  and attorney's  fees) and
expenses  suffered in respect of any such claimed or existing fees, as such fees
and expenses are incurred.

     (m)  SOLICITATION  MATERIALS.  Neither the Company nor any Person acting on
the Company's  behalf has  solicited any offer to buy or sell the  Securities by
means of any form of general solicitation or advertising.

     (n) FORM S-3  ELIGIBILITY.  The Company is eligible to register  securities
for resale with the Commission  under Form S-3 promulgated  under the Securities
Act.

     (o)  SENIORITY.  No class of equity  securities of the Company is senior to
the Shares in right of payment,  whether upon  liquidation  or  dissolution,  or
otherwise.

     (p) LISTING AND MAINTENANCE REQUIREMENTS COMPLIANCE. Except as set forth in
the SEC  Documents,  the Company has not,  in the two years  preceding  the date
hereof,  received  notice  (written  or oral) from the NASDAQ or any other stock
exchange,  market or trading  facility on which the Common  Stock is or has been
listed (or on which it has been quoted) to the effect that the Company is not in
compliance  with the listing or  maintenance  requirements  of such  exchange or
market.  The  Company  is, and has no reason to believe  that it will not in the

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foreseeable  future  continue  to be, in  compliance  with all such  listing and
maintenance requirements.

     (q) PATENTS AND TRADEMARKS.  The Company and its Subsidiaries have, or have
rights  to  use,  all  patents,  patent  applications,   trademarks,   trademark
applications,  service marks, trade names, copyrights, licenses and rights which
are necessary or material for use in connection with their  respective  business
as  described  in the SEC  Reports and which the failure to so have would have a
Material Adverse Effect  (collectively,  the  "INTELLECTUAL  PROPERTY  RIGHTS").
Neither the Company nor any  Subsidiary  has received a written  notice that the
Intellectual Property Rights used by the Company or its Subsidiaries violates or
infringes  upon the rights of any Person,  to the best knowledge of the Company.
All such  Intellectual  Property Rights are enforceable to the best knowledge of
the Company and there is no existing  infringement  by another  Person of any of
the Intellectual Property Rights.

     (r) REGISTRATION  RIGHTS;  RIGHTS OF PARTICIPATION.  Except as set forth on
SCHEDULE 6(B) to the Registration Rights Agreement,  the Company has not granted
or agreed to grant to any Person any rights (including "piggy-back" registration
rights) to have any securities of the Company  registered with the Commission or
any other governmental  authority which have not been satisfied.  No Person, has
any right of first refusal,  preemptive right,  right of  participation,  or any
similar right to participate in the transactions contemplated by the Transaction
Documents.

     (s)  REGULATORY  PERMITS.  The  Company  and its  Subsidiaries  possess all
certificates,  authorizations  and permits  issued by the  appropriate  Federal,
state or foreign  regulatory  authorities  necessary to conduct their respective
businesses  as  described  in the SEC  Documents,  except  where the  failure to
possess such permits could not, individually or in the aggregate, have or result
in a Material Adverse Effect ("MATERIAL  PERMITS"),  and neither the Company nor
any such  Subsidiary  has  received  any notice of  proceedings  relating to the
revocation or modification of any Material Permit.

     (t) TITLE. The Company and the Subsidiaries  have good and marketable title
in fee  simple  to all real  property  owned by them  which is  material  to the
business of the Company and its  Subsidiaries  and good and marketable  title in
all  personal  property  owned by them which is material to the  business of the
Company and its Subsidiaries,  in each case free and clear of all Liens,  except
for Liens as do not  materially  affect  the value of such  property  and do not
interfere  with the use made and  proposed  to be made of such  property  by the
Company and its Subsidiaries.  Any real property and facilities held under lease
by the Company and its Subsidiaries are held by them under valid, subsisting and
enforceable  leases of which the Company and its  Subsidiaries are in compliance
and do not interfere  with the use made and proposed to be made of such property
and buildings by the Company and its Subsidiaries.

     (u) ABSENCE OF CERTAIN PROCEEDINGS. Except as described in the SEC Reports,
(i) there is no Action  pending or, to the knowledge of the Company,  threatened
against the Company, in any such case wherein an unfavorable decision, ruling or
finding  could have or result in a Material  Adverse  Effect;  (ii)  neither the
Company nor any Subsidiary,  nor any director or officer thereof, is or has been
the subject of any Action  involving  (A) a claim of  violation  of or liability

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under  federal or state  securities  laws or (B) a claim of breach of  fiduciary
duty;  (iii) the Company does not have pending before the Commission any request
for  confidential  treatment of information  and the Company has no knowledge of
any expected such request that would be made prior to the Effectiveness Date (as
defined in the Registration Rights Agreement);  and (iv) there has not been, and
to the best of the Company's knowledge there is not pending or contemplated, any
investigation  by the Commission  involving the Company or any current or former
director or officer of the Company.

     (v) LABOR RELATIONS.  No material labor problem exists or, to the knowledge
of the Company, is imminent with respect to any of the employees of the Company.

     (w) DISCLOSURE.  The Company  confirms that neither it nor any other Person
acting on its behalf has provided any of the Purchasers or its agents or counsel
with any information that constitutes or might  constitute  material  non-public
information.  The Company  understands and confirms that the Purchasers shall be
relying on the foregoing representations in effecting transactions in securities
of the Company. All disclosure provided to the Purchasers regarding the Company,
its business and the transactions  contemplated hereby,  including the Schedules
to this Agreement, furnished by or on behalf of the Company are true and correct
and do not contain any untrue  statement of a material fact or omit to state any
material fact necessary in order to make the statements  made therein,  in light
of the circumstances under which they were made, not misleading.

     2.2.  REPRESENTATIONS  AND  WARRANTIES OF THE  PURCHASERS.  Each  Purchaser
hereby for itself and for no other  Purchaser  represents  and  warrants  to the
Company as follows:

     (a)  ORGANIZATION;  AUTHORITY.  Such Purchaser is an entity duly organized,
validly  existing and in good standing under the laws of the jurisdiction of its
organization  (which is set forth below such  Purchaser's  name on the signature
page to this  Agreement) with the requisite  corporate or partnership  power and
authority to enter into and to consummate the  transactions  contemplated by the
Transaction Documents and otherwise to carry out its obligations thereunder. The
purchase by such Purchaser of the Securities  hereunder has been duly authorized
by all necessary  action on the part of such  Purchaser.  Each of this Agreement
and the  Registration  Rights Agreement has been duly executed by such Purchaser
at the address for notice set forth below such Purchaser's name on the signature
page to this Agreement,  and when delivered by such Purchaser in accordance with
the terms hereof,  will constitute the valid and legally  binding  obligation of
such Purchaser, enforceable against it in accordance with its terms.

     (b)  INVESTMENT  INTENT.  Such  Purchaser is acquiring  the  Securities  as
principal for its own account for  investment  purposes only and not with a view
to or for distributing or reselling such Securities or any part thereof, without
prejudice, however, to such Purchaser's right, subject to the provisions of this
Agreement,  the Registration  Rights Agreement and the Warrant,  at all times to
sell or otherwise  dispose of all or any part of such Securities  pursuant to an
effective  registration statement under the Securities Act or under an exemption
from such  registration  and in  compliance  with  applicable  federal and state
securities  laws.  While  it is the  intention  of such  Purchaser  to hold  the

                                       8
<PAGE>
Securities,  nothing  contained  herein  shall  be  deemed a  representation  or
warranty by such Purchaser to hold Securities for any amount of time.

     (c)  PURCHASER   STATUS.  At  the  time  such  Purchaser  was  offered  the
Securities,  it was,  and at the date  hereof it is, and at each  exercise  date
under its respective Warrants,  it will be, an "accredited  investor" as defined
in Rule 501(a) under the  Securities  Act.  Such  Purchaser  has not been formed
solely for the purpose of acquiring the Securities.

     (d) EXPERIENCE OF SUCH PURCHASER. Such Purchaser,  either alone or together
with its representatives,  has such knowledge,  sophistication and experience in
business and financial  matters so as to be capable of evaluating the merits and
risks of the prospective investment in the Securities,  and has so evaluated the
merits and risks of such investment.

     (e) ABILITY OF SUCH PURCHASER TO BEAR RISK OF INVESTMENT. Such Purchaser is
able to bear the economic risk of an investment  in the  Securities  and, at the
present time, is able to afford a complete loss of such investment.

     (f) ACCESS TO INFORMATION. Such Purchaser acknowledges that it has reviewed
the Disclosure  Materials and has been afforded (i) the  opportunity to ask such
questions  as  it  has  deemed  necessary  of,  and  to  receive  answers  from,
representatives  of the  Company  concerning  the  terms and  conditions  of the
offering  of the  Securities  and the  merits  and  risks  of  investing  in the
Securities;  (ii) access to  information  about the  Company  and the  Company's
financial condition, results of operations, business, properties, management and
prospects  sufficient  to enable it to evaluate  its  investment;  and (iii) the
opportunity to obtain such additional information which the Company possesses or
can acquire without  unreasonable effort or expense that is necessary to make an
informed  investment  decision with respect to the  investment and to verify the
accuracy  and  completeness  of the  information  contained  in  the  Disclosure
Materials. Neither such inquiries nor any other investigation conducted by or on
behalf of such Purchaser or its  representatives or counsel shall modify,  amend
or affect such Purchaser's right to rely on the truth, accuracy and completeness
of the  Disclosure  Materials and the Company's  representations  and warranties
contained in the Transaction Documents.

     (g) GENERAL  SOLICITATION.  Such Purchaser is not purchasing the Securities
as a result of or  subsequent  to any  advertisement,  article,  notice or other
communication  regarding the Securities published in any newspaper,  magazine or
similar media or broadcast over  television or radio or presented at any seminar
or any other general solicitation or general advertisement.

     (h) RELIANCE.  Such Purchaser  understands  and  acknowledges  that (i) the
Securities  are being  offered  and sold to it  without  registration  under the
Securities  Act in a  private  placement  that is exempt  from the  registration
provisions of the Securities Act and (ii) the  availability  of such  exemption,
depends in part on, and the Company will rely upon the accuracy and truthfulness
of, the foregoing  representations  and such Purchaser  hereby  consents to such
reliance.

     (i)  TRADING IN COMMON  STOCK.  Such  Purchaser  does not  maintain a short
position in the Common Stock as of the Closing Date.

                                       9
<PAGE>
     The Company acknowledges and agrees that no Purchaser makes or has made any
representations  or  warranties  with respect to the  transactions  contemplated
hereby other than those specifically set forth in this Section 2.2.

                                   ARTICLE III
                        OTHER AGREEMENTS OF THE PARTIES

     3.1. TRANSFER RESTRICTIONS. (a) Securities may only be disposed of pursuant
to an effective  registration statement under the Securities Act, to the Company
or pursuant to an available  exemption  from or in a transaction  not subject to
the registration  requirements of the Securities Act, and in compliance with any
applicable federal and state securities laws. In connection with any transfer of
Securities other than pursuant to an effective  registration statement or to the
Company,  except as  otherwise  set forth  herein,  the  Company may require the
transferor  thereof to provide to the Company an opinion of counsel  selected by
the  transferor,  the form and  substance of which  opinion  shall be reasonably
satisfactory  to the Company,  to the effect that such transfer does not require
registration  of  such   transferred   securities   under  the  Securities  Act.
Notwithstanding the foregoing, the Company, without requiring a legal opinion as
described in the immediately  preceding sentence,  hereby consents to and agrees
to  register on the books of the  Company  and with any  transfer  agent for the
securities  of the  Company  any  transfer of  Securities  by a Purchaser  to an
Affiliate of such  Purchaser or to one or more funds or managed  accounts  under
common  management  with  such  Purchaser,  and  any  transfer  among  any  such
Affiliates  or  one or  more  funds  or  managed  accounts,  provided  that  the
transferee  certifies  to the Company  that it is an  "accredited  investor"  as
defined in Rule 501(a) under the  Securities  Act and that it is  acquiring  the
Securities  solely  for  investment  purposes  (subject  to  the  qualifications
hereof).  Any such transferee shall agree in writing to be bound by the terms of
this Agreement and shall have the rights of a Purchaser under this Agreement and
the Registration  Rights Agreement.  Each Purchaser shall indicate its intention
to sell Underlying Shares under Rule 144 promulgated under the Securities Act by
checking the  appropriate  box in the conversion  notice or exercise  notice (as
applicable).

     (b) The Purchasers agree to the imprinting,  so long as is required by this
Section 3.1(b), of the following legend on the Securities:

               NEITHER  THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE
          SECURITIES ARE [CONVERTIBLE]  [EXERCISABLE]  HAVE BEEN REGISTERED WITH
          THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF
          ANY STATE IN RELIANCE UPON AN EXEMPTION  FROM  REGISTRATION  UNDER THE
          SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "SECURITIES  ACT"),  AND,
          ACCORDINGLY,  MAY  NOT  BE  OFFERED  OR  SOLD  EXCEPT  PURSUANT  TO AN
          EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
          TO AN AVAILABLE  EXEMPTION  FROM, OR IN A TRANSACTION  NOT SUBJECT TO,
          THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
          WITH APPLICABLE STATE SECURITIES LAWS.

                                       10
<PAGE>
     Underlying  Shares  shall not  contain  the legend set forth  above nor any
other legend if the  conversion  of Shares and exercise of the Warrants or other
issuances of Underlying  Shares as  contemplated  hereby,  by the Certificate of
Designation  or the  Warrants  occurs  at any time  while an  Underlying  Shares
Registration  Statement is effective  under the  Securities Act or, in the event
there is not an effective Underlying Shares Registration Statement at such time,
if, in the opinion of counsel to the Company,  such legend is not required under
applicable    requirements   of   the   Securities   Act   (including   judicial
interpretations and pronouncements  issued by the staff of the Commission).  The
Company  shall  cause its  counsel to issue the legal  opinion  included  in the
Transfer Agent  Instructions to the Company's transfer agent on the day that the
Underlying Shares Registration Statement is declared effective by the Commission
(the  "EFFECTIVE  DATE").  The Company  agrees that, in the event any Underlying
Shares are issued with a legend in accordance with this Section 3.1(b), it will,
within three (3) Trading  Days after  request  therefor by a Purchaser,  provide
such Purchaser with a certificate or certificates  representing  such Underlying
Shares,  free from such legend at such time as such  legend  would not have been
required  under this Section  3.1(b) 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.

     3.2. ACKNOWLEDGMENT OF DILUTION. The Company acknowledges that the issuance
of the Underlying  Shares upon (i)  conversion of the Shares in accordance  with
the terms of the Certificate of  Designation,  and (ii) exercise of the Warrants
in  accordance  with their  terms,  will result in  dilution of the  outstanding
shares of Common Stock,  which dilution may be substantial  under certain market
conditions.  The  Company  further  acknowledges  that its  obligation  to issue
Underlying Shares upon (x) conversion of the Shares in accordance with the terms
of the Certificate of Designation,  and (y) exercise of the Warrants pursuant to
the terms thereof, is unconditional and absolute, subject to the limitations set
forth herein,  in the  Certificate  of  Designation or pursuant to the Warrants,
regardless of the effect of any such dilution.

     3.3.  FURNISHING OF INFORMATION.  As long as the Purchasers own Securities,
the Company  covenants to timely file (or obtain  extensions in respect  thereof
and file within the applicable grace period) all reports required to be filed by
the  Company  after the date hereof  pursuant  to Section  13(a) or 15(d) of the
Exchange Act. As long as the  Purchasers own  Securities,  if the Company is not
required to file reports pursuant to such sections,  it will prepare and furnish
to the  Purchasers  and make publicly  available in accordance  with Rule 144(c)
promulgated  under the  Securities  Act such  information as is required for the
Purchasers  to  sell  the  Securities  under  Rule  144  promulgated  under  the
Securities  Act. The Company  further  covenants  that it will take such further
action as any holder of Securities  may  reasonably  request,  all to the extent
required  from time to time to enable  such  Person  to sell  Underlying  Shares
without  registration  under the  Securities  Act within the  limitation  of the
exemptions  provided by Rule 144 promulgated under the Securities Act, including
causing its attorneys to render and deliver any legal opinion  required in order
to permit a Purchaser to sell Underlying Shares under Rule 144 upon notice of an
intention  to sell or other  form of notice  having a similar  effect.  Upon the
request of any such Person,  the Company  shall deliver to such Person a written
certification  of a duly  authorized  officer as to whether it has complied with
such requirements.

                                       11
<PAGE>
     3.4. INTEGRATION.  The Company shall not, and shall use its best efforts to
ensure that, no Affiliate of the Company shall,  sell, offer for sale or solicit
offers to buy or  otherwise  negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the  Securities  in a manner that would  require the  registration  under the
Securities  Act of the sale of the Securities to the Purchasers or that would be
integrated  with the offer or sale of the  Securities  for purposes of the rules
and regulations of the NASDAQ.

     3.5. INCREASE IN AUTHORIZED SHARES. If on any date the Company would be, if
a notice of  conversion or exercise (as the case may be) were to be delivered on
such date,  precluded  from (a)  issuing  (a) 200% of the  number of  Underlying
Shares as would then be issuable  upon a conversion  in full of the Shares,  and
(b) the  number of  Underlying  Shares  issuable  upon  exercise  in full of the
Warrants and  Redemption  Warrants,  if any, (as defined in the  Certificate  of
Designation)  (the  "CURRENT  REQUIRED  MINIMUM"),  in either  case,  due to the
unavailability  of a sufficient  number of  authorized  but unissued or reserved
shares of Common Stock, then the Board of Directors of the Company shall use its
best efforts to promptly  (but,  in any case,  within 60 Business Days from such
date)  prepare  and mail to the  stockholders  of the  Company  proxy  materials
requesting  authorization  to amend the  Company's  certificate  or  articles of
incorporation to increase the number of shares of Common Stock which the Company
is authorized to issue to at least such number of shares as reasonably requested
by the Purchasers in order to provide for such number of authorized and unissued
shares of Common  Stock to  enable  the  Company  to comply  with its  issuance,
conversion  exercise and reservation of shares  obligations as set forth in this
Agreement,  the  Certificate  of  Designation  and the Warrants  and  Redemption
Warrants,  if any,  (the sum of (x) the  number of shares of Common  Stock  then
outstanding  plus all  shares of Common  Stock  issuable  upon  exercise  of all
outstanding options,  warrants and convertible instruments,  and (y) the Current
Required Minimum,  is deemed for purposes hereof to be a reasonable  number). In
connection therewith,  the Board of Directors shall (a) adopt proper resolutions
authorizing  such increase,  (b) recommend to and otherwise use its best efforts
to promptly and duly obtain  stockholder  approval to carry out such resolutions
(and hold a special  meeting of the  stockholders  no later than the  earlier to
occur of the 60th day after  delivery  of the proxy  materials  relating to such
meeting and the 90th day after  request by a holder of  Securities  to issue the
number of Underlying  Shares in accordance with the terms hereof) and (c) within
five  Business  Days  of  obtaining  such  stockholder  authorization,  file  an
appropriate  amendment to the Company's certificate or articles of incorporation
to evidence such increase.

     3.6.  RESERVATION AND LISTING OF UNDERLYING  SHARES.  (a) The Company shall
(i) in the time and manner required by NASDAQ and such other exchange, market or
quotation system on which the Common Stock is traded,  prepare and file with the
NASDAQ  (and such other  national  securities  exchange  or market or trading or
quotation  facility  on which the Common  Stock is then  listed)  an  additional
shares listing application  covering a number of shares of Common Stock which is
not less than the Initial  Minimum,  (ii) take all steps necessary to cause such
shares of Common  Stock to be approved  for listing in the NASDAQ (as well as on
any such other  national  securities  exchange or market or trading or quotation
facility  on  which  the  Common  Stock  is then  listed)  as  soon as  possible
thereafter,  and (iii) provide to the Purchasers  evidence of such listing,  and
the Company  shall  maintain  the listing of its Common  Stock  thereon.  If the
number  of  Underlying  Shares  issuable  upon  conversion  in full of the  then

                                       12
<PAGE>
outstanding  Shares and upon  exercise  of the then  unexercised  portion of the
Warrants  and  Redemption  Warrants,  if  any,  exceeds  85%  of the  number  of
Underlying Shares previously listed on account thereof with NASDAQ (and any such
other required exchanges),  then the Company shall take the necessary actions to
immediately  list a number of Underlying  Shares as equals no less than the then
Current Required Minimum.

     (b) The  Company  shall  maintain a reserve  of shares of Common  Stock for
issuance upon the  conversion of the Shares in full and upon exercise in full of
the Warrants and Redemption Warrants, if any, in accordance with this Agreement,
the Certificate of Designation and the Warrants, respectively, in such amount as
may be  required  to  fulfill  its  obligations  in full  under the  Transaction
Documents,  which  reserve  shall equal no less than the then  Current  Required
Minimum.

     3.7. CONVERSION AND EXERCISE  PROCEDURES.  The Transfer Agent Instructions,
Conversion  Notice (as defined in the Certificate of Designation)  and Notice of
Exercise  under the  Warrants  set forth the  totality  of the  procedures  with
respect to the conversion of the Shares and exercise of the Warrants,  including
the form of legal opinion, if necessary, that shall be rendered to the Company's
transfer agent and such other  information and instructions as may be reasonably
necessary to enable the  Purchasers to convert  their Shares and exercise  their
Warrants as  contemplated in the Certificate of Designation and the Warrants (as
applicable).

     3.8. FINANCING LIMITATIONS;  SUBSEQUENT  REGISTRATIONS.  (a) Except for (i)
the granting of options or warrants to employees,  officers and  directors,  and
the issuance of shares upon exercise of options granted,  under any stock option
plan  heretofore  or  hereinafter  duly adopted by the  Company,  (ii) shares of
Common Stock  issuable upon exercise of any currently  outstanding  warrants and
upon  conversion  of any  currently  outstanding  convertible  securities of the
Company, in each case disclosed in SCHEDULE 2.1(C), (iii) shares of Common Stock
issuable  upon  conversion  of  Shares  and upon  exercise  of the  Warrants  in
accordance with the  Certificate of Designation or the Warrants,  (iv) issuances
of securities as  consideration  in a merger,  consolidation  or  acquisition of
assets,  or in connection  with any strategic  partnership or joint venture (the
primary purpose of which is not to raise equity  capital),  or as  consideration
for the  acquisition of a business,  product or license by the Company,  and (v)
the issuance of securities  pursuant to an  underwritten  public  offering,  the
Company shall not,  directly or  indirectly,  offer,  sell,  grant any option to
purchase,  or otherwise  dispose of (or announce any offer,  sale,  grant or any
option to purchase or other  disposition)  any of the Company's,  but not any of
its Affiliates',  equity or equity-equivalent  securities including the issuance
of any debt or other  instrument  at any time over the life thereof  convertible
into or exchangeable for Common Stock, or any other  transaction  intended to be
exempt or not subject to registration under the Securities Act until the earlier
to  occur of (i) one year  following  the  Closing  Date or (ii)  following  the
Effective  Date,  the date after which the Per Share Market Value (as defined in
the Certificate of  Designation)  exceeds the Threshold Price (as defined in the
Certificate of Designation) for twenty consecutive Trading Days.

     (b) Except for (x) Underlying Shares,  (y) other  "Registrable  Securities"
(as such term is defined in the Registration Rights Agreement) to be registered,
and  securities  of the  Company  permitted  pursuant  to  Section  6(c)  of the
Registration's  Rights  Agreement to be  registered,  in the  Underlying  Shares

                                       13
<PAGE>
Registration Statement in accordance with the Registration Rights Agreement, and
(z) Common Stock permitted to be issued  pursuant to paragraph  (a)(i) - (iv) of
Section 3.8(a),  the Company shall not, for a period of not less than 90 Trading
Days  after the  Effective  Date,  without  the  prior  written  consent  of the
Purchasers, register any securities of the Company. Any days after the Effective
Date that a Purchaser is unable to sell  Underlying  Shares under the Underlying
Shares Registration Statement shall be added to such 90 Trading Day period.

     3.9. CERTAIN SECURITIES LAWS DISCLOSURES; PUBLICITY. The Company shall: (i)
on the  Closing  Date  issue  a  press  release  acceptable  to  the  Purchasers
disclosing the transactions contemplated hereby, (ii) file with the Commission a
Report on Form 8-K disclosing the  transactions  contemplated  hereby within ten
(10)  Business  Days after the  Closing  Date,  and (iii)  timely  file with the
Commission  a Form D  promulgated  under the  Securities  Act as required  under
Regulation D promulgated  under the Securities Act and provide a copy thereof to
the Purchasers  promptly after the filing  thereof.  The Company shall,  no less
than two (2)  Business  Days prior to the filing of any  disclosure  required by
clauses (ii) and (iii) above,  provide a copy thereof to the Purchasers.  Unless
required by law,  no such filing or  disclosure  may be made that  mentions  the
Purchasers by name without the prior consent of the Purchasers.  The Company and
the  Purchasers  shall consult with each other in issuing any press  releases or
otherwise making public statements or filings and other  communications with the
Commission  or any  regulatory  agency or stock market or trading  facility with
respect to the  transactions  contemplated  hereby and neither party shall issue
any such press release or otherwise make any such public  statement,  filings or
other  communications  without  the prior  written  consent of the other,  which
consent  shall not be  unreasonably  withheld or  delayed,  except that no prior
consent  shall be required if such  disclosure is required by law, in which such
case the  disclosing  party shall  provide the other party with prior  notice of
such public statement, filing or other communication.

     3.10. USE OF PROCEEDS. The Company shall use the net proceeds from the sale
of the Securities  hereunder for working  capital  purposes (which shall include
advances by the Company to the Subsidiaries) and not for the satisfaction of any
portion of the  Company's  debt  (other  than  payment of trade  payables in the
ordinary course of the Company's  business and prior  practices),  to redeem any
Company  equity or  equity-equivalent  securities  or to settle any  outstanding
litigation.  Notwithstanding  the  foregoing,  on January 1, 2000,  the  Company
exercised a call option to  repurchase  387,610  shares of Common Stock owned by
certain  shareholders  pursuant to an  agreement  with such  shareholders.  This
repurchase  is scheduled to close on February 28, 2000.  Up to $1,800,000 of the
net  proceeds  from  the  sale of the  Securities  will be used to  satisfy  the
Company's obligations pursuant to such repurchase.

     3.11.  REIMBURSEMENT.  If any Purchaser,  other than by reason of its gross
negligence  or willful  misconduct,  becomes  involved  in any  capacity  in any
action,  proceeding or investigation brought by or against any Person, including
stockholders  of  the  Company,  in  connection  with  or  as a  result  of  the
consummation of the transactions  contemplated by the Transaction Documents, the
Company  will  reimburse  such  Purchaser  for its  reasonable  legal  and other
expenses  (including the cost of any investigation and preparation)  incurred in
connection  therewith,  as such expenses are incurred.  In addition,  other than
with respect to any matter in which a Purchaser  is a named  party,  the Company
will pay such Purchaser the charges, as reasonably determined by such Purchaser,

                                       14
<PAGE>
for the time of any officers or employees of such Purchaser devoted to appearing
and preparing to appear as  witnesses,  assisting in  preparation  for hearings,
trials or pretrial  matters,  or otherwise with respect to inquiries,  hearings,
trials, and other proceedings  relating to the subject matter of this Agreement.
The  reimbursement  obligations of the Company under this paragraph  shall be in
addition to any  liability  which the Company may otherwise  have,  shall extend
upon the same terms and  conditions to any  Affiliates of the Purchasers who are
actually  named in such  action,  proceeding  or  investigation,  and  partners,
directors,  agents,  employees and controlling persons (if any), as the case may
be, of the  Purchasers  and any such  Affiliate,  and shall be binding  upon and
inure  to  the  benefit  of  any   successors,   assigns,   heirs  and  personal
representatives  of the Company,  the  Purchasers and any such Affiliate and any
such Person.  The Company also agrees that neither the  Purchasers  nor any such
Affiliates,  partners, directors, agents, employees or controlling persons shall
have any liability to the Company or any Person asserting claims on behalf of or
in right of the Company in connection with or as a result of the consummation of
the Transaction Documents except to the extent that any losses, claims, damages,
liabilities or expenses incurred by the Company result from the gross negligence
or willful  misconduct of the applicable  Purchaser or entity in connection with
the transactions contemplated by this Agreement.

     3.12. CERTAIN TRADING RESTRICTIONS. Each Purchaser agrees not to enter into
any Short Sales (as defined  herein)  during the following  periods:  (i) at any
time prior to the Effective Date and (ii) 30 calendar days prior to a Reset Date
(as defined in the  Certificate  of  Designation).  For purposes of this Section
3.12,  a "Short  Sale" by a Purchaser  shall mean a sale of Common Stock by such
Purchaser  that is marked as a short  sale and that is made at a time when there
is no equivalent offsetting long position in Common Stock held by the Purchaser.
For purposes of  determining  whether  there is an  equivalent  offsetting  long
position  in  Common  Stock  held by a  Purchaser,  Underlying  Shares  that are
issuable  on  conversion  of the shares of  Preferred  Stock or  exercise of the
Warrants (as the case may be) for which a conversion or exercise  notice (as the
case may be) has been  delivered  by a  Purchaser  on or prior to a Trading  Day
shall be deemed to be held long by such Purchaser on such Trading Day.

                                   ARTICLE IV
                                  MISCELLANEOUS

     4.1. FEES AND EXPENSES . At the Closing,  the Company  shall  reimburse the
Purchasers  for their legal fees and expenses  incurred in  connection  with the
preparation and  negotiation of the Transaction  Documents by paying to Robinson
Silverman  $40,000  for  the  preparation  and  negotiation  of the  Transaction
Documents.  The amount contemplated by the immediately  preceding sentence shall
be retained by the  Purchasers  and shall not be delivered to the Company at the
Closing.  Other  than  the  amount  contemplated  in the  immediately  preceding
sentence,  and  except  as  otherwise  set  forth  in  the  Registration  Rights
Agreement, each party shall pay the fees and expenses of its advisers,  counsel,
accountants and other experts,  if any, and all other expenses  incurred by such
party  incident  to  the  negotiation,   preparation,  execution,  delivery  and
performance of this  Agreement.  The Company shall pay all stamp and other taxes
and duties levied in connection with the issuance of the Securities.

                                       15
<PAGE>
     4.2. ENTIRE AGREEMENT; AMENDMENTS. The Transaction Documents, together with
the Exhibits and Schedules thereto and the Transfer Agent  Instructions  contain
the entire  understanding  of the parties  with  respect to the  subject  matter
hereof and supersede all prior agreements and  understandings,  oral or written,
with respect to such  matters,  which the parties  acknowledge  have been merged
into such documents, exhibits and schedules.

     4.3.  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 and the party giving
such notice has a confirmation of  transmission  setting forth the date and time
of  transmission,  which was produced by the facsimile  machine 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 and the party giving
such notice has a confirmation of  transmission  setting forth the date and time
of  transmission,  which was produced by the facsimile  machine at the facsimile
telephone number specified in this 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) 994-1121
                             Attn: Richard P. Jaffe

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

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

     4.4.  AMENDMENTS;  WAIVERS. No provision of this Agreement may be waived or
amended except in a written instrument  signed, in the case of an amendment,  by
the Company and each of the Purchasers or, in the case of a waiver, by the party
against whom enforcement of any such waiver is sought.  No waiver of any default
with respect to any provision,  condition or requirement of this Agreement shall
be  deemed  to be a  continuing  waiver  in the  future or a waiver of any other
provision,  condition or requirement  hereof, nor shall any delay or omission of

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<PAGE>
either party to exercise any right  hereunder in any manner  impair the exercise
of any such right accruing to it thereafter.

     4.5.  HEADINGS.  The  headings  herein  are for  convenience  only,  do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

     4.6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of the parties and their  successors and permitted  assigns.  The
Company may not assign this  Agreement  or any rights or  obligations  hereunder
without  the prior  written  consent of the  Purchasers.  Except as set forth in
Section  3.1(a),  the  Purchasers  may not assign this  Agreement  or any of the
rights or  obligations  hereunder  without  the  consent  of the  Company.  This
provision  shall not limit  any  Purchaser's  right to  transfer  securities  or
transfer or assign rights under the Registration  Rights Agreement in accordance
with the terms thereof.

     4.7. NO  THIRD-PARTY  BENEFICIARIES.  This  Agreement  is intended  for the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other Person.

     4.8.  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.

     4.9. SURVIVAL.  The representations,  warranties,  agreements and covenants
contained  herein shall  survive the Closing and the delivery and  conversion or
exercise (as the case may be) of the Shares and the Warrants.

     4.10.   EXECUTION.   This   Agreement  may  be  executed  in  two  or  more
counterparts,  all of which when taken  together shall be considered one and the
same agreement and shall become effective when  counterparts have been signed by
each party and  delivered  to the other  party,  it being  understood  that both
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission,  such  signature  shall create a valid and
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
page were an original thereof.

     4.11.  SEVERABILITY.  In case  any one or  more of the  provisions  of this
Agreement  shall be invalid or  unenforceable  in any respect,  the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be  affecting  or impaired  thereby and the parties  will  attempt to
agree  upon a valid  and  enforceable  provision  which  shall  be a  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Agreement.

     4.12.  REMEDIES.  In  addition to being  entitled  to  exercise  all rights
provided herein or granted by law,  including  recovery of damages,  each of the
Purchasers  will be entitled to specific  performance of the  obligations of the
Company under the Transaction Documents.  The Company and each of the Purchasers
agree  that  monetary  damages  may not be  adequate  compensation  for any loss

                                       17
<PAGE>
incurred by reason of any breach of its  obligations  described in the foregoing
sentence and hereby  agrees to waive in any action for specific  performance  of
any such obligation the defense that a remedy at law would be adequate.

     4.13.  INDEPENDENT  NATURE  OF  PURCHASERS'  OBLIGATIONS  AND  RIGHTS.  The
obligations of each Purchaser under any Transaction  Document is several and not
joint with the  obligations  of any other  Purchaser  and no Purchaser  shall be
responsible  in any way for the  performance  of the  obligations  of any  other
Purchaser under any Transaction  Document.  Nothing  contained  herein or in any
Transaction  Document,  and no action taken by any Purchaser  pursuant  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 the Transaction Document. Each Purchaser shall
be entitled to independently  protect and enforce its rights,  including without
limitation  the  rights  arising  out of  this  Agreement  or  out of the  other
Transaction Documents,  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 FOLLOWS]

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<PAGE>
     IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Convertible
Preferred  Stock  Purchase  Agreement  to be duly  executed by their  respective
authorized signatories as of the date first indicated above.

                                       GLOBAL TECHNOLOGIES, LTD.


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


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                     SIGNATURE PAGE FOR PURCHASERS FOLLOWS]

                                       19
<PAGE>
                                    ADVANTAGE FUND II LTD.

                                    By: /s/
                                        ----------------------------------------
                                        Name:
                                        Title:

                                    Purchase Price for Shares to be acquired at
                                    Closing:$6,000,000

                                    Address for Notice:

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


                                    Jurisdiction of organization:
                                      British Virgin Islands

                                    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]

                                       20
<PAGE>
                                    KOCH INVESTMENT GROUP LTD.


                                    By: /s/
                                        ----------------------------------------
                                        Name:
                                        Title:

                                    Purchase Price for Shares to be acquired at
                                    Closing: $4,000,000

                                    Address for Notice:

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

                                    Jurisdiction of organization: Delaware

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