Exhibit 10.1

                                    AGREEMENT

     AGREEMENT,  dated as of January 31, 2001 (this  "AGREEMENT"),  among Global
Technologies,  Ltd., a Delaware corporation  ("GLOBAL"),  Advantage Fund II Ltd.
("ADVANTAGE")  and  Koch  Investment  Group  Ltd.  ("KOCH"  and,  together  with
Advantage, the "PLAINTIFFS").

                              W I T N E S S E T H:

     WHEREAS,  Global  issued  and  sold  to  the  Plaintiffs  an  aggregate  of
$10,000,000  original  stated value (1,000  shares) of its Series C  Convertible
Preferred Stock (the "PREFERRED STOCK"),  pursuant to the Convertible  Preferred
Stock Purchase Agreement,  dated as of February 16, 2000, between Global and the
Plaintiffs (the "FEBRUARY PURCHASE AGREEMENT");

     WHEREAS,  the  designations,  rights,  preferences  and  limitations of the
Preferred Stock is governed by the Certificate of Designations for the Preferred
Stock,  dated as of February 15, 2000 and filed with the  Delaware  Secretary of
State (the "CERTIFICATE OF DESIGNATIONS");

     WHEREAS,  concurrently  with the  execution  and  delivery of the  February
Purchase Agreement, Global and the Plaintiffs entered into a Registration Rights
Agreement, dated as of February 16, 2000 (the "REGISTRATION RIGHTS AGREEMENT");

     WHEREAS,  Global  filed  and  caused  to be  declared  effective  with  the
Securities and Exchange  Commission (the "SEC") two  registration  statements on
Form S-3 (registration nos. 333-32772 and 333-41096) (the "EXISTING REGISTRATION
STATEMENTS")  registering  the resale by the  Plaintiffs of the shares of Global
class A common  stock  ("COMMON  STOCK ") issuable  upon the  conversion  of the
Preferred  Stock  and  exercise  of  the  Warrants  (as  defined  below)  issued
therewith;

     WHEREAS,  Global and the  Plaintiffs  are parties to the Private  Placement
Purchase Agreement, dated as of June 8, 2000 (the "JUNE PURCHASE AGREEMENT");

     WHEREAS,  pursuant to the February Purchase Agreement and the June Purchase
Agreement,  Global  issued  Common Stock  purchase  warrants to the  Plaintiffs,
entitling  Advantage to purchase an aggregate of 123,055  shares of Common Stock
and  entitling  Koch to acquire an aggregate  of 102,870  shares of Common Stock
(collectively, the "WARRANTS");

     WHEREAS,  Global and the Plaintiffs are parties to the Convertible  Secured
Note  Purchase  Agreement,  dated as of October 3, 2000 (the  "OCTOBER  PURCHASE
AGREEMENT"),  pursuant  to  which  Global  issued  and  sold  to the  Plaintiffs
$7,000,000  aggregate  principal amount of its 8% Convertible Secured Notes (the
"OCTOBER  NOTES"),  and Global pledged its interest in all of the shares of U.S.
Wireless  Corporation  ("USW")  common stock owned by Global  except for certain
shares of USW common  stock  owned by Global that were  previously  pledged to a
third party (the "PLEDGED SHARES");
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     WHEREAS, on December 19, 2000, the Supreme Court, New York County entered a
temporary  restraining  order  against  Global and Irwin L.  Gross (the  "TRO"),
continued by stipulation  and orders dated  December 21, 2000,  January 3, 2001,
January 9, 2001 and January 18, 2001.

     NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants  and  agreements,  and upon the terms and  subject to the  conditions,
hereinafter set forth, the parties do hereby agree as follows:

     1.  REPRESENTATIONS AND WARRANTIES OF GLOBAL.  Global hereby represents and
warrants to the Plaintiffs as follows:

          (a)  ORGANIZATION.  Global  is a  Delaware  corporation  duly  formed,
validly  existing and in good standing  under the laws of the State of Delaware,
with the requisite  corporate power and authority to carry on its business as it
is now being  conducted and to own, use and operate its properties and assets as
currently conducted. Global is qualified to do business as a foreign corporation
and is in good  standing  in each  jurisdiction  in  which  the  conduct  of its
business  or  its   ownership   or  leasing  of  its  property   requires   such
qualification,  except where the failure to be so qualified,  individually or in
the  aggregate,  does not and would not have a  material  adverse  effect on the
business, assets, condition (financial or otherwise) or results of operations of
Global or on the ability of Global to perform its obligations hereunder.

          (b) POWER AND AUTHORITY.  Global has the requisite power and authority
to enter into and deliver or file (as the case may be) this  Agreement,  the New
Notes (as hereinafter defined), the Supplement (as hereinafter defined) and each
other agreement,  instrument and document  executed and delivered or deliverable
in connection herewith (collectively, the "TRANSACTION DOCUMENTS"), and to carry
out and perform its  obligations  hereunder  and  thereunder.  Each  Transaction
Document  executed or filed by Global,  when executed,  delivered or filed, will
have been duly and validly authorized,  executed,  delivered and filed by Global
and constitutes the legal, valid and binding  obligation of Global,  enforceable
against Global in accordance with its terms.

          (c) OWNERSHIP OF THE PLEDGED SHARES; HOLDING PERIODS.

               (i) Global is the record  and  beneficial  owner of not less than
1,380,000  Pledged  Shares,  free  and  clear  of all  liens,  claims,  security
interests, pledges, mortgages, rights of first refusal, options, proxies, voting
trusts and other encumbrances (collectively, the "ENCUMBRANCES"), except for the
Encumbrances  created in favor of  Plaintiffs.  Except as  provided in the Stock
Pledge Agreement (the "STOCK PLEDGE  AGREEMENT")  entered into by Global and the
Plaintiffs  in  connection  with the October  Purchase  Agreement,  there are no
agreements or understandings  between Global and any other person or entity with
respect to the Encumbrance, sale or transfer of the Pledged Shares. Concurrently
with the execution and delivery of the Stock Pledge Agreement,  Global delivered
certificates   representing   880,000  shares  of  the  Pledged  Shares  to  the
Plaintiffs.

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               (ii) USW  issued  Global  (A)  16,200  shares  of USW's  series B
preferred  stock on March 15,  1999,  and (B)  13,800  shares of USW's  series B
preferred  stock on  April  5,  1999.  These  shares  of  preferred  stock  were
subsequently converted into 1,620,000 shares of common stock of USW on March 15,
2000 and 1,380,000  shares of common stock of USW on April 5, 2000.  Pursuant to
Rule 144(d)(3)(ii) promulgated under the Securities Act of 1933, as amended (the
"SECURITIES  ACT"),  the Pledged Shares are deemed to have been issued by USW to
Global on March 15, 1999 and April 5, 1999, as the case may be.

               (iii) As stated in Section  3(b)  hereof,  Global  has  defaulted
under the terms of the  October  Note.  Accordingly,  under  Rule  144(d)(3)(iv)
promulgated  under the Securities Act, each of Advantage and Koch will be deemed
to have  acquired the Pledged  Shares being  delivered to it pursuant to Section
3(b) hereof on March 15, 1999 and April 5, 1999, as the case may be.

          (d)  NO  CONFLICT.  The  execution  and  delivery  by  Global  of  the
Transaction  Documents  and  the  consummation  by  Global  of the  transactions
contemplated  thereby, do not and will not (i) conflict with, result in a breach
of, or constitute a default under or violation of, (1) Global's  Certificate  of
Incorporation or Bylaws (each as amended through the date hereof),  (2) any law,
statute,  rule,  regulation  or decree of any  governmental  authority  to which
Global is subject, (3) any contract,  agreement,  understanding or instrument to
which  Global is a party or is bound,  or (4) any order,  decree or judgement of
any court,  administrative  body,  arbitrator or governmental  authority binding
upon  Global  or its  assets  (other  than  the  TRO,  unless  the TRO has  been
previously  dissolved),  or (ii) result in the creation of any Encumbrance  upon
the Pledged Shares.

          (e) CONSENTS.  No consent,  approval or authorization of, or exemption
from, or filing with, any governmental  authority or any third party is required
to be obtained by or made by Global in connection  with the execution,  delivery
and performance by Global of the Transaction Documents,  except (i) as have been
obtained,  (ii) the  filing of the  Supplement  with the SEC  (which  will occur
concurrently  with the execution and delivery of this Agreement by Global),  and
(iii) the filing of a new Registration Statement with the SEC in accordance with
Section 6(c).

          (f) OTHER REPRESENTATIONS AND WARRANTIES. The Company hereby makes and
restates  each of the  representations  and  warranties  made by it in  Sections
2.1(j)  (except  that the  reference to October 29, 1999 shall be to the date of
the  filing  by  Global  of its  Annual  Report  on Form 10K for the year  ended
December 31, 1999), 2.1(k),  2.1(l), 2.1(n), 2.1(q), 2.1(s), 2.1(t), 2.1(u), and
2.1(w)  of the  February  Purchase  Agreement,  as if such  representations  and
warranties were first made as of the date of, and contained in full within, this
Agreement (and for such purposes, the reference to the "date hereof" shall be to
the date of this Agreement).

     2. REPRESENTATIONS AND WARRANTIES OF THE PLAINTIFFS.  Each Plaintiff hereby
severally represents and warrants to Global as follows:

                                        3
<PAGE>
          (a)  ORGANIZATION;  POWER AND  AUTHORITY.  Such  Plaintiff  is validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
formation and has the  requisite  power and authority to execute and deliver the
Transaction  Documents to which it is a party,  and to carry out and perform its
obligations  thereunder.  This  Agreement has been duly and validly  authorized,
executed and delivered by such Plaintiff and constitutes such Plaintiff's legal,
valid and binding  obligation,  enforceable  against it in  accordance  with its
terms.

          (b) NO CONFLICT.  The execution and delivery by such Plaintiff of this
Agreement  and  the   consummation   by  such  Plaintiff  of  the   transactions
contemplated  hereby,  do not and will not (i) conflict with, result in a breach
of, or  constitute a default  under or violation of, (ii) result in the creation
of any  Encumbrance  upon  (1) such  Plaintiff's  formation  documents  (each as
amended  through the date hereof),  (2) any law,  statute,  rule,  regulation or
decree of any  governmental  authority to which such Plaintiff is subject or (3)
any contract, agreement,  understanding or instrument to which such Plaintiff is
a party or bound (4) any order, decree or judgement of any court, administrative
body,  arbitrator or governmental  authority  binding upon such Plaintiff or its
assets.

          (c)  INVESTMENT  INTENT.  Such  Plaintiff  has  or  is  acquiring  the
securities to be acquired by it under the Transaction Documents 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 Plaintiff's right at all times to sell or otherwise
dispose of such  securities  in  compliance  with  applicable  securities  laws.
Nothing  contained herein shall be deemed a  representation  or warranty by such
Plaintiff to hold any securities  for any period of time.  Such Plaintiff has or
is acquiring the  securities to be acquired by it as described  hereunder in the
ordinary course of its business and does not have any agreement or understanding
with any person or entity with respect to the distribution of such securities.

          (d) STATUS.  Such Plaintiff is an "accredited  investor" as defined in
Rule 501(a) under the Securities Act.

     3. DEFAULT UNDER PROMISSORY NOTES; TRANSFER OF PLEDGED SHARES.

          (a) Global hereby admits and agrees that it is in default under and an
"event of default"  exists  pursuant to the October Notes and agrees that it has
no defense or  counterclaim  in law or in equity with respect to such default or
"event of default."  Accordingly,  Global admits and agrees that each  Plaintiff
has the full right and  authority  to cause the  number of Pledged  Shares to be
delivered  to it pursuant to Section  3(b) hereof to be reissued in its name and
then to take possession and dispose of such shares.  Such action,  together with
the issuance of the New Notes (as described in Section 3(d)) and the performance
by Global of the  agreements  set forth in  Sections 5 and 6 hereof  shall be in
full  satisfaction  of the  obligations  owed by Global in  connection  with the
October Notes.

          (b) Concurrently  with the execution and delivery of this Agreement by
Global,  Global will deliver or cause to be delivered (i) to Advantage,  a stock
certificate  representing  788,571 duly issued and valid shares of U.S. Wireless
Corporation  common stock,  and (ii) to Koch, a stock  certificate  representing

                                        4
<PAGE>
591,429 shares of duly issued and valid U.S. Wireless  Corporation common stock.
Both  such  stock  certificates  shall  have  restrictive  legends  attached  in
accordance with Rule 144 promulgated under the Securities Act. However, assuming
the surrender to and reissuance by, USW of such  certificates  on or after March
15, 2001,  such reissued  stock  certificates  shall be free of all  restrictive
legends and shall be freely  tradeable by the Plaintiffs in accordance with Rule
144(d)(3)(iv)  and Rule 144(k),  each  promulgated  under the Securities Act. In
addition,  Global  will  cause  to  be  delivered  to  the  Plaintiffs  evidence
reasonably  satisfactory to them that the U.S. Wireless Corporation shares to be
delivered pursuant to this Agreement comply with this Section.

          (c)  Concurrently  with the execution and delivery of this  Agreement,
and against receipt of the stock certificates and supporting  evidence described
in Section  3(b) above and the New  Notes,  the  Plaintiffs  shall  deliver  the
October Notes to Global for cancellation. The Plaintiffs agree and covenant that
upon receipt of the Pledged  Shares set forth in Section  3(b)  hereof,  neither
Plaintiff  shall have any claims  whatsoever to any other shares of USW owned by
Global  (whether now owned or hereafter  acquired),  including,  any  additional
Pledged Shares.

          (d)  Concurrently  with the execution and delivery of this  Agreement,
Global shall issue and deliver to the Plaintiffs  unsecured promissory notes due
January  19,  2003 (each in the form of EXHIBIT A to this  Agreement)  (the "NEW
NOTES"),  with  Advantage  to  receive  New  Notes  with a  principal  amount of
$4,800,000 and Koch to receive New Notes with a principal  amount of $3,200,000.
Interest on the New Notes shall accrue daily and be payable quarterly in arrears
at the annual  interest rate of 8%,  commencing  on the  expiration of the first
full quarter after the issuance of the New Notes.

     4. AGREEMENTS AS TO THE PREFERRED STOCK.

          (a)   Notwithstanding   anything   contained  in  the  Certificate  of
Designations  to the contrary,  the parties agree as follows with respect to the
Preferred Stock:

               (i) The  "CONVERSION  PRICE" (which is defined in Section 5(c)(i)
of the Certificate of  Designations)  applicable to conversions of the Preferred
Stock by the Plaintiffs  shall be fixed at $5.0057,  subject to the  adjustments
set forth in Sections  5(c)(ii) of the Certificate of  Designations.  Plaintiffs
waive  all  enforcement  of  Sections  5(c)(iii)  and 7 of  the  Certificate  of
Designations,  and such  Sections  are  hereafter  null,  void and of no further
effect.

               (ii) Sections 2, 3(b), 3(d), 4, 5(a)(ii) and 5(c)(viii)(B) of the
Certificate  of  Designations  shall  hereafter be null,  void and of no further
effect.

               (iii) Global shall have no  obligation to pay (or issue shares of
any Global  capital stock in lieu of payment) and no liability for any dividends
that may have  accrued on the  Preferred  Stock from the time of issuance to the
execution and delivery of this Agreement.

          (b) Each of  Advantage  and Koch shall vote all shares of Common Stock
owned by them at any  meeting of the  holders  of Common  Stock  (including  any
adjournment  thereof) or in any consent in lieu of such a meeting in  accordance

                                        5
<PAGE>
with the written  instructions  received  from the board of directors of Global;
PROVIDED that (i) such Plaintiff has received such written instructions at least
5  business  days  prior to the date of such  vote,  and (ii)  Global  is not in
default under Section 6 of this Agreement or the  Registration  Rights Agreement
on the date of such vote.

     5.  AMENDMENT OF THE WARRANTS.  Notwithstanding  anything  contained in the
Warrants to the  contrary,  the  "EXERCISE  PRICE" as defined in the Warrants is
hereby  amended and restated,  as of the date hereof,  to be 115% of the closing
bid price per share of Common Stock on the date immediately prior to the date of
the  execution  of this  Agreement  as reported by the Nasdaq  Stock  Market for
regular  session  trading  on such date.  Concurrently  with the  execution  and
delivery of this  Agreement,  Global shall issue and deliver to each  Plaintiff,
revised Warrant certificates, dated the original issue date of such Warrants, to
reflect this revision.

     6. REGISTRATION ISSUES.

          (a) The  parties  agree  that  the  Existing  Registration  Statements
currently  covers  966,551  shares of Common Stock for resale by  Advantage  and
686,034 shares of Common Stock for resale by Koch.

          (b) Concurrently  with the execution and delivery of this Agreement by
Global,  Global shall prepare and file with the SEC a supplement to the Existing
Registration Statements to disclose the agreements contained herein with respect
to the Preferred Stock and the Warrants (the "SUPPLEMENT"). Global shall deliver
a draft of the  Supplement,  in the form it proposes to file, to the  Plaintiffs
and will  consider  fully all comments  delivered by them to such draft.  Global
agrees that it will not file any Supplement unless the form thereof is agreed to
by the Plaintiffs.

          (c) The parties agree that the term "REGISTRABLE SECURITIES" under the
Registration  Rights Agreement shall include all shares of Common Stock issuable
upon the  conversion  of the Preferred  Stock and exercise of the  Warrants,  as
revised in accordance with the terms of this Agreement. Accordingly, the parties
agree  that  Global  is  required  to  prepare  and  file  with  the  SEC  a new
registration  statement  (which shall be a  "Registration  Statement"  under the
Registration  Rights  Agreement),  which  shall  be  subject  to the  terms  and
conditions of the Registration Rights Agreement.  The "FILING DATE" for such new
Registration  Statement  shall  be the  60th  day  following  the  date  of this
Agreement and the "EFFECTIVENESS DATE" for such Registration  Statement shall be
the 150th day from the date of this Agreement. Global shall use its best efforts
to cause the new Registration Statement to be effective as soon as possible, but
in no event  later  than 150 days  from the date  hereof.  The new  Registration
Statement shall cover the resale by the Plaintiffs of all Registrable Securities
not covered by the Existing  Registration  Statements,  as  supplemented  by the
Supplement.  If for any reason the  Supplement  is not  permitted  by the SEC in
whole  or  in  part,  then  the  new  Registration  Statement  shall  cover  all
unregistered Registrable Securities. The Registration Rights Agreement is hereby
amended to the extent required to give effect to this Section 6. Upon receipt of
any  comments  received  from  the SEC  with  respect  to the  new  Registration
Statement  or any  amendment  thereto,  Global  shall  respond  as  promptly  as
reasonably  possible,  but in any event,  within ten business days of receipt o
such comments.

                                        6
<PAGE>
     7. DISMISSAL OF TRO. The Plaintiffs agree that upon receiving the number of
Pledged  Shares  specified  in Section 3(b) hereof and the New Notes in the form
and  time  required  hereunder,  the  Plaintiffs  and  Defendants  shall  file a
stipulation to be so ordered by the court  dissolving the TRO and dissolving the
undertaking  filed by the Plaintiffs  pursuant to the terms of the TRO. Upon the
filing of the Supplement in accordance with Section 6, then by the next Business
Day (as defined  below),  the  Plaintiffs  and the  Defendants  shall (a) file a
Stipulation of Discontinuance  with prejudice and without costs, and (b) deliver
mutual  releases  to each other in  substantially  the form of EXHIBIT B annexed
hereto.

     8. FURTHER  ASSURANCES.  Each of the parties  hereto  agrees to execute and
deliver or cause to be executed and delivered all such  instruments  and to take
all such  action as the other  party may  reasonably  request  or as may  become
necessary in order to effectuate the intent and purposes of and to carry out the
terms of this Agreement.

     9. GOVERNING LAW; JURISDICTION.

          (a) This  Agreement  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)  Each  party   hereby   irrevocably   submits  to  the   exclusive
jurisdiction  of the Supreme Court of New York,  siting in New York County,  for
the adjudication of any dispute hereunder or in connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally  subject to the  jurisdiction of any such court,  that
such suit,  action or  proceeding  is improper.  Each party  hereby  irrevocably
waives  personal  service of process and consents to process being served in any
such suit,  action or  proceeding  by mailing a copy thereof via  registered  or
certified  mail or overnight  delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this  Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Each party hereto 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 Agreement  brought in the
court referred to 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.  Nothing  contained
herein  shall be deemed to limit in any way any  right to serve  process  in any
manner permitted by law. Each party  irrevocably  waives,  to the fullest extent
permitted  by  applicable  law,  any and all right to trial by jury in any legal
proceeding  arising  out of or relating to this  Agreement  or the  transactions
contemplated  hereby.  If either party shall commence an action or proceeding to
enforce any  provisions of this  Agreement,  then the  prevailing  party in such
action or proceeding  shall be reimbursed by the other party for its'  attorneys
fees and other costs and expenses incurred with the  investigation,  preparation
and prosecution of such action or proceeding.

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     10. FEES AND EXPENSES.  Except as set forth in the  immediately  succeeding
sentence,  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 the Transaction  Documents.  Global shall pay all stamp and other
taxes and duties levied in connection with the transfer of the number of Pledged
Shares  specified  in Section  3(b)  hereof to the  Plaintiffs  as  contemplated
hereunder.

     11. ENTIRE  AGREEMENT.  This Agreement and the New Notes 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.  However,  the parties acknowledge and agree that to the extent
the  February  Purchase   Agreement,   the  Certificate  of  Designations,   the
Registration Rights Agreement,  the Warrants, the October Purchase Agreement and
all documents executed in connection therewith are not specifically  required to
be amended by the terms  hereof,  such  Certificates,  Agreements  and documents
(including the  instruments  and agreements  entered into or filed in connection
therewith) shall remain in full force and effect, unimpaired by this Agreement.

     12.  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 5:30 p.m.  (New York City
time) on 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
are  authorized  or  required  by law or other  governmental  action to close (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 5:30 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 Global:                 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:               Schnader Harrison Segal & Lewis LLP
                              1600 Market Street, 36th Floor
                              Philadelphia, PA 19103
                              Facsimile No.: (215) 994-1121
                              Attn: Richard P. Jaffe, Esq.

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<PAGE>
If to Advantage:              Advantage Fund II Ltd.
                              c/o CITCO
                              Kaya Flamboyan 9
                              Curacao, Netherlands Antilles
                              Facsimile: 011-599-9732-2008
                              Attention: W.R. Weber

If to Koch:                   Koch Investment Group Ltd.
                              20 E. Greenway Plaza
                              Houston, TX 77046
                              Facsimile: (713) 544-9515
                              Attention: Josh Taylor

With copies to
(for both Advantage
and Koch):                    Genesee International Inc.
                              10500 NE 8th Street, Suite 1920
                              Bellevue, WA 98004
                              Facsimile: (425) 462-4645
                              Attention: Howard Coleman, Esq.

                                      -and-

                              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.

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

     13.  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
each  party  hereto  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 either party
to exercise any right  hereunder  in any manner  impair the exercise of any such
right accruing to it thereafter.

     14.  HEADINGS;  THIRD  PARTY  BENEFICIARIES.  The  headings  herein are for
convenience  only,  are not a part of this  Agreement and shall not be deemed to
limit or affect any of the provisions hereof. This Agreement is intended for the

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<PAGE>
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.

     15. SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and inure
to the benefit of the parties and their  successors  and permitted  assigns.  No
Plaintiff  may assign any of its rights or  obligations  hereunder  without  the
prior approval of Global. Global may not assign any of its rights or obligations
hereunder without the prior approval of the Plaintiffs.

     16. SURVIVAL.  The  representations,  warranties,  agreements and covenants
contained herein shall survive the consummation of the transactions contemplated
herein,  including the conversion of the Preferred Stock and the exercise of the
Warrants.

     17. 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.  Any  signature  that is  delivered  by  facsimile
transmission  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.

     18.  SEVERABILITY.  If 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  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.

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<PAGE>
     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed on its behalf as of the date first above written.


                                        GLOBAL TECHNOLOGIES, LTD.


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


                                        ADVANTAGE FUND II LTD.


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


                                        KOCH INVESTMENT GROUP LTD.


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

                                       11