GLOBAL TECHNOLOGIES LTD
MASTER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>ex10-1.txt
<DESCRIPTION>MASTER AGREEMENT
<TEXT>
                                                                    Exhibit 10.1

                                    AGREEMENT

     This  AGREEMENT  is entered  into  effective as of the 12th day of February
2002,  by and among TNCI UK LIMITED,  a company  incorporated  under the laws of
England and Wales ("TNCI UK"), GLOBAL TECHNOLOGIES, LTD., a Delaware corporation
("Global"),  Ocean Castle  Partners LLC, a Delaware  limited  liability  company
("Ocean  Castle"),  the Gross  Investment  Company LP ("GIC"),  and Irwin L. and
Linda Gross, as joint tenants with right of survivorship (the "Grosses").

                                   BACKGROUND

          A. Global  previously owned 60% of the outstanding  equity of TNCI UK.
TNCI UK's working  capital is currently  depleted.  Global does not have capital
available to satisfy TNCI UK's financing needs.

          B. Global and Ocean Castle have secured  financing for TNCI UK that it
is anticipated  will allow it to remain viable for up to another 12 months.  The
investor will not make the investment  unless: (1) it will control TNCI UK based
on the amount of equity obtained in connection  with the financing;  (2) it will
have the ability to  designate a majority of the Board of  Directors of the TNCI
UK; (3) Global  converts  all but $45,000 of debt owed by TNCI UK to Global into
equity (it being understood that such conversion will result in Global acquiring
4,000,000 ordinary shares (the "Conversion Shares") of 1p each in the capital of
TNCI UK ("Ordinary  Shares"),  and (4) Global waives any rights that it has with
respect to its preference  shares of TNCI UK (the "Preference  Shares") that are
in addition to rights Global would have as an ordinary  shareholder until it can
convert its  preference  shares into  Ordinary  Shares,  and that Global will so
convert  its  Preference  Shares  as  soon  as it is  possible  for it to do so.
Recognizing  that without this  investment  Global's  investment in TNCI UK will
likely be  worthless,  Global  has agreed to such  conversion  and  waiver.  The
$45,000 debt shall be  represented  by a new note in  substantially  the form of
Exhibit "A" attached hereto. The terms of the investment described above are set
out in the  Subscription  Agreement  that has been executed and delivered by the
investor, a copy of which is attached hereto as Exhibit "B".

          C. TNCI UK and the investor have agreed that as consideration  for its
services in securing the  financing  discussed  above,  (1) Global shall receive
warrants exercisable for 2,069,850 Ordinary Shares (representing 5% of TNCI UK's
outstanding  share  capital) (the form of warrant is attached  hereto as Exhibit
"C") and a grant of the  exclusive  distributorship  with respect to any of TNCI
UK's  products or  technologies  for the rail  industry for the United States of
America,  which by its terms shall terminate upon the bankruptcy of Global;  and
(2) TNCI UK shall enter into a two-year consulting and management agreement with
Ocean  Castle,  which such  agreement  shall  provide for,  among other  things,
payment of $33,000 per month (the  "Consulting  Agreement," the form of which is
attached hereto as Exhibit "D").

          D. Global  entered  into a line of credit note with the Grosses for an
aggregate  principal  amount of $500,000  (the "Gross Note") and with GIC for an
aggregate  principal amount of $167,000 (the "GIC Note"). Each of these notes is
a demand note. There is currently an outstanding balance of $13,000 on the Gross
Note and of $60,000 on the GIC Note. The Gross Note and the GIC Note are secured
by a pledge of and security  interest in the Preference  Shares and any proceeds
thereof and is a demand note. Each of the Grosses and GIC has agreed to forebear
until  the  earlier  to occur of 12 months  from the date  hereof or an event of
bankruptcy  for Global  from  demanding  repayment  of any balance due under the
Gross Note and the GIC Note in return for a pledge of and  security  interest in
the Conversion Shares.

          E. The parties hereto desire to enter into this Agreement with respect
to the transactions described above.

     NOW,  THEREFORE,  in  consideration  of the  foregoing and the premises set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency  of which are hereby  acknowledged,  intending  to be legally  bound
hereby, the parties hereto agree as follows:

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<PAGE>
          1.  CONVERSION  OF  INDEBTEDNESS.  Global  hereby  agrees that all but
$45,000  of its  debt  position  in TNCI UK shall be  converted  into  4,000,000
Ordinary  Shares.  Contemporaneously  with the  execution  and  delivery of this
Agreement, (A) TNCI UK shall prepare and deliver a stock certificate in the name
of Global Technologies,  Ltd.  representing  4,000,000 Ordinary Shares and shall
deliver the same to Global,  and (B) TNCI UK shall execute and deliver to Global
the form of note  attached  hereto as Exhibit  "A"  representing  the  remaining
unconverted  indebtedness  owed by TNCI UK to Global.  At such time as the stock
certificate  is received by Global,  Global shall mark any and all notes that it
may have  representing the indebtedness  converted as "cancelled and satisfied",
and shall provide copies of such cancelled and satisfied notes to TNCI UK.

          2. WAIVER OF RIGHTS.  Global hereby agrees to waive any rights that it
has with respect to its Preference  Shares that are in addition to rights Global
would have as an ordinary shareholder until it can convert its preference shares
into Ordinary Shares,  and that Global will so convert its Preference  Shares as
soon as it is possible for it to do so. Contemporaneously with the execution and
delivery of this  Agreement,  Global  shall  provide a letter to TNCI UK setting
forth such waiver and request for conversion.

          3.  FINANCING  SERVICES  COMPENSATION.  TNCI UK hereby  agrees that in
consideration of its services in securing the financing discussed above, TNCI UK
shall  execute  and  deliver to Global the form of  warrant  attached  hereto as
Exhibit  "C", and hereby  grants to Global the  exclusive  distributorship  with
respect to any of TNCI UK's products or  technologies  for the rail industry for
the United  States of America,  which by its terms shall  terminate  immediately
upon any event of Bankruptcy for Global (as defined in paragraph 5 below).  TNCI
UK agrees that contemporaneously with the execution and delivery hereof, TNCI UK
shall  execute and  deliver to Global the warrant and shall  provide a letter to
Global the terms of which  shall grant to Global the  exclusive  distributorship
discussed above.

          4. CONSULTING  AGREEMENT.  TNCI UK hereby agrees that in consideration
of its services in securing the  financing  discussed  above and for the further
consideration   provided  for  in  the  Consulting  Agreement,   TNCI  UK  shall
contemporaneously  with the execution and delivery hereof execute and deliver to
Ocean Castle the form of Consulting Agreement attached hereto as Exhibit "D".

          5.  FORBEARANCE.  Each of the Grosses and GIC hereby  agree to forbear
from  demanding  repayment of any and all principal  balance  outstanding  under
either of the Gross Note and the GIC Note until the  earlier of the date that is
12 months from the date hereof or an event of Bankruptcy  for Global (as defined
below) in  exchange  for a pledge of and  security  interest  in the  Conversion
Shares as additional security for the Gross Note and the GIC Note. Global hereby
agrees to pledge such Conversion Shares to the Grosses and to GIC and to provide
a  security  interest  in  such  Conversion  Shares  to the  Grosses  and GIC in
consideration of such agreement to forbear. Contemporaneously with the execution
and delivery  hereof,  Global agrees that it shall prepare,  execute and deliver
such pledge agreements and financing statements,  and/or amend any existing loan
and pledge  documentation  and  financing  statements,  as may be  necessary  to
perfect  such  pledge  and  security  interest.  "Bankruptcy"  shall  mean (A) a
receiver,  liquidator  or  trustee  of  Global or of a  substantial  part of its
properties  shall be  appointed  by court order and such order  shall  remain in
effect  for more than 30 days;  (B)  Global  shall be  adjudicated  bankrupt  or
insolvent; (C) a substantial part of the property of Global shall be sequestered
by court order and such order shall remain in effect for more than 30 days;  (D)
a  petition  to  reorganize  Global  under  any  bankruptcy,  reorganization  or
insolvency law shall be filed against  Global and shall not be dismissed  within
30 days  after such  filing;  (E) Global  shall  file a  petition  in  voluntary
bankruptcy  or request  reorganization  under any  provision of any  bankruptcy,
reorganization  or insolvency  law, or Global shall consent to the filing of any
petition  against it under any such law; or (F) Global shall make an  assignment
for the benefit of its  creditors,  or admit in writing its inability to pay its
debts generally as they become due, or consent to the appointment of a receiver,
trustee  or  liquidator  of  Global,  or of all or any  substantial  part of its
properties.

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<PAGE>
          6. MISCELLANEOUS.

               (a) BINDING AND BENEFIT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,  personal
representatives,  successors and permitted  assigns;  provided that no party may
assign any of its rights and/or obligations  hereunder without the prior written
consent of all other parties hereto.

               (b)  INDULGENCES,  ETC.  Neither the failure nor any delay on the
part of either party to exercise  any right,  remedy,  power or privilege  under
this  Agreement  shall  operate  as a waiver  thereof,  nor shall any  single or
partial exercise of any right,  remedy, power or privilege preclude any other or
further exercise of the same or of any other right,  remedy, power or privilege,
nor shall any waiver of any right,  remedy,  power or privilege  with respect to
any  occurrence  be  construed  as a  waiver  of such  right,  remedy,  power or
privilege  with  respect to any other  occurrence.  No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such
waiver.


               (c) CONTROLLING LAW. This Agreement and all questions relating to
its validity,  interpretation,  performance and enforcement shall be governed by
and construed in accordance with the laws of the England and Wales.


               (d)  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.

               (e) EXECUTION IN COUNTERPARTS.  This Agreement may be executed in
any number of  counterparts,  each of which shall be deemed to be an original as
against  any party  whose  signature  appears  thereon,  and all of which  shall
together  constitute one and the same  instrument.  This Agreement  shall become
binding when one or more  counterparts  hereof,  individually or taken together,
shall  bear  the  signatures  of all  of the  parties  reflected  hereon  as the
signatories.

               (f)  PROVISIONS  SEPARABLE.  The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered  invalid or  unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.

               (g)  ENTIRE  AGREEMENT.   This  Agreement   contains  the  entire
understanding  between the parties  hereto  with  respect to the subject  matter
hereof,   and   supersedes   all  prior  and   contemporaneous   agreements  and
understandings,  inducements or conditions, express or implied, oral or written,
except as herein  contained.  The express terms hereof control and supersede any
course of  performance  and/or usage of the trade  inconsistent  with any of the
terms  hereof.  This  Agreement  may not be modified or amended other than by an
agreement in writing.

               (h) PARAGRAPH HEADINGS.  The Paragraph and subparagraph  headings
in this Agreement have been inserted for  convenience  of reference  only;  they
form no part of this Agreement and shall not affect its interpretation.

               (i) GENDER, ETC. Words used herein,  regardless of the number and
gender  specifically  used,  shall be deemed and  construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context indicates is appropriate.

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<PAGE>
     In WITNESS  WHEREOF,  the  undersigned  parties have executed and delivered
this Agreement as of the 12th day of February 2002.


                                       TNCI UK LIMITED


                                       By: /s/ Stephen J. Ollier
                                           -------------------------------------
                                           Name: Stephen J. Ollier
                                                 -------------------------------
                                           Title: Managing Director
                                                  ------------------------------


                                       GLOBAL TECHNOLOGIES, LTD.


                                       By: /s/ Irwin L. Gross
                                           -------------------------------------
                                           Name: Irwin L. Gross
                                                 -------------------------------
                                           Title: Chariman & CEO
                                                  ------------------------------

                                       /s/ Irwin L. Gross
                                       -----------------------------------------
                                       Irwin L. Gross

                                       /s/ Linda Gross
                                       -----------------------------------------
                                       Linda Gross


                                       OCEAN CASTLE PARTNERS LLC


                                       By: /s/ Irwin L. Gross
                                           -------------------------------------
                                           Name: Irwin L. Gross
                                                 -------------------------------
                                           Title: Manager
                                                  ------------------------------


                                       GROSS INVESTMENT COMPANY LP
                                       By: GEG, Inc., General Partner

                                       By: /s/ Irwin L. Gross
                                           -------------------------------------
                                           Name: Irwin L. Gross
                                                 -------------------------------
                                           Title: President
                                                  ------------------------------

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