Exhibit 10.2

                                 PROMISSORY NOTE

$4,800,000                                                      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 ADVANTAGE FUND II LTD.
(hereinafter  referred  to,  together  with each  subsequent  Payee  hereof,  as
"PAYEE"), having an address at c/o CITCO, Kaya Flamboyan 9, Curacao, Netherlands
Antilles  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 FOUR MILLION  EIGHT HUNDRED  THOUSAND  DOLLARS  ($4,800,000.00)  (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 Koch Investment Group 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 itself and in

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               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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