Exhibited 10.3

                                 PROMISSORY NOTE

$3,200,000                                                      January 31, 2001
                                                              New York, New York

     FOR VALUE  RECEIVED,  GLOBAL  TECHNOLOGIES,  LTD.,  a Delaware  corporation
having its principal address at 1811 Chestnut Street,  Suite 120,  Philadelphia,
PA 19103 ("GTI"),  hereby promises to pay to the order of KOCH INVESTMENT  GROUP
LTD.  (hereinafter  referred to, together with each subsequent Payee hereof,  as
"PAYEE"),  having an address at 20 E. Greenway  Plaza,  Houston,  TX 77046 or at
such  other  address as may be  designated  from time to time  hereafter  by the
Payee, on or before January 31, 2003 (the "MATURITY  DATE"),  in lawful money of
the United  States of America and in  immediately  available  funds,  the sum of
THREE  MILLION TWO HUNDRED  THOUSAND  DOLLARS  ($3,200,000.00)  (the  "PRINCIPAL
AMOUNT"),  together with the Interest (as defined below) on the Principal Amount
as set forth herein.  This Note (this  "NOTE") is being  delivered in connection
with that certain Agreement, dated as of the date hereof, between GTI, Payee and
Advantage Fund II Ltd. (the "AGREEMENT").

     1.  INTEREST.  Interest on the Principal  Amount  outstanding  on this Note
shall accrue daily at the rate of eight percent (8%) per annum,  calculated  for
the actual number of days elapsed based on a 360-day year (the  "INTEREST",  and
together with the Principal Amount, the "OUTSTANDING AMOUNT"). Interest shall be
paid to Payee each  quarter in arrears on March 31,  June 30,  September  30 and
December 31 of each year while the Principal  Amount is outstanding,  commencing
on June 30, 2001.

     2. PRINCIPAL  AMOUNT.  The Principal Amount shall be due and payable on the
Maturity  Date.  GTI  shall not be  required  to pay all or any  portion  of the
Principal  Amount  prior to the  Maturity  Date  except  as may be  required  in
accordance  with Section 5 of this Note. Any payment made by GTI under this Note
shall be made without setoff, counterclaim, deduction or defense of any kind all
of which are hereby waived by GTI to the fullest extent permitted under law.

     3. DEFAULT  RATE.  If any amount due  hereunder is not paid when due,  such
amount shall bear interest (in addition to the Interest,  if any) at a per annum
rate equal to fifteen  percent (15%) or, if less,  the maximum rate permitted by
law, until such amount is paid in full.

     4.  PREPAYMENT.  This Note may be  prepaid  in whole or in part at any time
without penalty or premium.  Any such  prepayment  shall be applied first to any
accrued and unpaid Interest and thereafter to any unpaid Principal Amount.

     5. ACCELERATION OF PAYMENT.  This Note shall automatically  become due, and
the  Outstanding  Amount  shall become  immediately  payable in full without any
action  on the  part of GTI or the  Payee,  (a) in the  event  GTI  (i)  becomes
subject, as debtor, to any voluntary bankruptcy or insolvency  proceeding,  (ii)
becomes  subject,  as debtor,  to any involuntary  bankruptcy which has not been
dismissed  within  60 days of the  filing  of such  bankruptcy,  (iii)  makes an
assignment  for the  benefit of its  creditors,  (iv) has a receiver  or trustee
appointed with respect to GTI or any of its properties,  assets or business, (v)
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defaults  under the terms of the Agreement or any of the  Transaction  Documents
unless such default shall be fully cured by the 20th day following such default,
or (vi) GTI enters into any  agreement to sell all or  substantially  all of its
assets or to merge or consolidate with or into another person or entity,  or (b)
in the  event  of any  breach  by GTI  of  any of its  covenants  or  agreements
contained  in this Note  which  continues  for more than 30 days  after  written
notice thereof to GTI.

     6. AFFIRMATIVE WAIVERS. GTI hereby (a) waives presentment, demand, protest,
notice of protest and/or dishonor,  and all other demands or notices of any sort
whatsoever with respect to this Note, other than the demand to it for payment of
the  Outstanding  Amount  under this  Note,  and (b) agrees to pay all costs and
expenses,  including  reasonable  attorneys'  fees, which may be incurred in the
collection  of  this  Note,  or any  part  thereof  or in  preserving,  securing
possession of, and realizing upon any security for this Note.

     7.  AMENDMENTS,  ETC. No amendment or waiver of any provision of this Note,
nor consent to any  departure by GTI  herefrom,  shall in any event be effective
unless the same shall be in writing and signed by Payee, and then such waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which given.

     8. NO WAIVER; REMEDIES. No failure on the part of Payee to exercise, and no
delay in exercising,  any right hereunder shall operate as a waiver thereof, nor
shall any single or partial  exercise of any right hereunder  preclude any other
or further  exercise  thereof or the exercise of any other  right.  The remedies
herein  provided are  cumulative  and not exclusive of any remedies  provided by
law.

     9.  USURY.  If it shall be found that any  interest  outstanding  hereunder
shall violate  applicable laws governing  usury, the applicable rate of interest
outstanding  hereunder shall  automatically and without any action by the GTI or
Payee be reduced to the maximum permitted rate of interest under such law.

     10. PARTIAL INVALIDITY.  In the event that any provision hereof is, for any
reason and to any extent,  determined by a court of competent jurisdiction to be
invalid or  unenforceable  with respect to any person,  entity or  circumstance,
then neither the remainder of this Note, nor the application of the provision to
other  persons,  entities,  or  circumstances,  shall be affected  thereby,  but
instead shall be enforceable to the maximum extent permitted by law.

     11. BINDING EFFECT.  This Note shall be binding upon GTI and its successors
and shall inure to the benefit of Payee and its successors and assigns. The term
"Payee" as used herein, shall also include any endorsee, assignee or other Payee
of this Note.

     12. GOVERNING LAW.

               a.   This Note shall be governed by, and  construed in accordance
                    with,  the laws of the  State of New  York,  without  giving
                    effect to the conflict of law principles thereof.

               b.   Any legal action or proceeding in connection with or arising
                    under this Note shall be brought  exclusively  in the courts
                    in New York County,  New York and, by execution and delivery
                    of this Note, GTI and Payee hereby  irrevocably  accepts for

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                    itself  and  in  respect  of  its  property,  generally  and
                    unconditionally,  the jurisdiction of the courts in New York
                    County. GTI and Payee hereby further  irrevocably waives any
                    claim  that any such  court  lacks  jurisdiction  over  such
                    party, and agrees not to plead or claim, in any legal action
                    or  proceeding  with  respect to this Note brought in any of
                    the aforesaid courts, that any such court lacks jurisdiction
                    over such person.

               c.   GTI and Payee hereby  irrevocably waives any objection which
                    it may now or  hereafter  have to the laying of venue of any
                    of the aforesaid actions or proceedings arising out of or in
                    connection  with this Note brought in the courts referred to
                    in  subsection  (a) above  and  hereby  further  irrevocably
                    waives  and  agrees  not to plead or claim in any such court
                    that any such action or proceeding brought in any such court
                    has been brought in an inconvenient forum.

     13.  WAIVER OF JURY TRIAL.  GTI  KNOWINGLY,  IRREVOCABLY,  VOLUNTARILY  AND
INTENTIONALLY  WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
ACTION,  PROCEEDING OR COUNTERCLAIM BASED ON THIS NOTE, OR ARISING OUT OF, UNDER
OR IN CONNECTION  WITH THIS NOTE,  OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,
STATEMENT  (WHETHER  VERBAL OR  WRITTEN) OR ACTIONS OF ANY PARTY  THERETO.  THIS
PROVISION IS A MATERIAL  INDUCEMENT FOR PAYEE TO ENTER INTO THE LOAN TRANSACTION
EVIDENCED BY THIS NOTE.

     14.  LOST OR  STOLEN  NOTE.  If this  Note is lost,  stolen,  mutilated  or
otherwise  destroyed,  GTI shall  execute and deliver to Payee a new  promissory
note  containing  the same terms,  and in the same form,  as this Note.  In such
event,  GTI may require Payee to deliver to GTI an affidavit of lost  instrument
and customary indemnity in respect thereof as a condition to the delivery of any
such new promissory note.

     15. DUE  AUTHORIZATION.  This Note has been duly  authorized,  executed and
delivered by GTI and is the legal obligation of GTI,  enforceable against GTI in
accordance with its terms.

     16. INDEMNITY. GTI shall indemnify and hold Payee harmless from and against
any and all losses, liabilities, claims, damages or expenses arising out of this
Note, including, without limitation, the fees and expenses of counsel.

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     IN  WITNESS  WHEREOF,  GTI has  caused  this Note to be duly  executed  and
delivered as of the date first set forth above.


                                        GLOBAL TECHNOLOGIES, LTD.


                                        By: ____________________________________
                                            Name:
                                            Title:



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