SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12

GLOBAL TECHNOLOGIES, LTD.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box): [X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
5) Total fee paid:

- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

1) Amount previously paid:
------------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------
3) Filing Party:
----------------------------------------------------
4) Date Filed:
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[LOGO]

1811 CHESTNUT STREET, SUITE 120
PHILADELPHIA, PENNSYLVANIA 19103

April 17, 2000

Dear Fellow Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders
of Global Technologies, Ltd. (the "Company"), to be held at the Rihga Royal
Hotel, located at 151 West 54th Street, New York, New York, on Thursday May 11,
2000, at 10:00 a.m., local time.

The official notice of the meeting together with a proxy statement and
form of proxy are enclosed. We hope you will take the time to study this
information carefully. To assure your representation at the meeting, even if you
presently plan to attend, please complete, sign, date and return the enclosed
proxy card promptly in the accompanying self-addressed postage prepaid envelope.
If you do join us at the Annual Meeting and wish to vote in person, you may
revoke your proxy at that time.

Your copy of the Company's Annual Report for the transition period
ended June 30, 1999 and Letter to Stockholders are also enclosed. We appreciate
your interest in the Company and thank you for your attention to this important
matter.

Sincerely,

/s/ IRWIN L. GROSS

Irwin L. Gross
Chairman of the Board and
Chief Executive Officer

YOUR VOTE IS IMPORTANT
TO VOTE YOUR SHARES, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD, AND
RETURN IT IN THE ENVELOPE PROVIDED, WHETHER OR NOT YOU INTEND TO BE PRESENT AT
THE ANNUAL MEETING.

GLOBAL TECHNOLOGIES, LTD.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 11, 2000
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TO OUR STOCKHOLDERS:

The 2000 Annual Meeting of Stockholders of Global Technologies, Ltd., a
Delaware corporation (the "Company"), will be held at the Rihga Royal Hotel,
located at 151 West 54th Street, New York, New York, on Thursday May 11, 2000,
at 10:00 a.m., local time, for the following purposes, all as more fully
described in the attached Proxy Statement:

1. To elect directors;

2. To vote on the proposal to ratify the grant of options to purchase
1,500,000 shares of the Company's Class A Common Stock to Irwin L. Gross,
Chairman of the Board and Chief Executive Officer of the Company;

3. To vote on the proposal to ratify the appointment of KPMG LLP,
certified public accountants, as the Company's independent auditors for the
fiscal year ending June 30, 2000; and

4. To transact such other business as may properly come before the
Annual Meeting and any postponements or adjournments thereof.

The Board of Directors has fixed the close of business on March 16,
2000 as the record date for the determination of stockholders entitled to notice
of, and to vote at, the Annual Meeting and any postponements or adjournment
thereof.

YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
SHARES CAN BE VOTED AT THE ANNUAL MEETING ONLY IF THE HOLDER IS PRESENT IN
PERSON OR IS REPRESENTED BY PROXY. ACCORDINGLY, THE COMPANY EARNESTLY REQUESTS
THAT YOU DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE
PROVIDED FOR THAT PURPOSE (WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES) WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON. THE
PROXY IS REVOCABLE BY YOU AT ANY TIME PRIOR TO ITS EXERCISE AND WILL NOT AFFECT
YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND. THE PROMPT RETURN OF THE
PROXY WILL BE OF ASSISTANCE IN PREPARING FOR THE ANNUAL MEETING AND YOUR
COOPERATION IN THIS RESPECT IS GREATLY APPRECIATED.

April 17, 2000 By Order of the Board of Directors

/s/ DAVID N. SHEVRIN
David N. Shevrin
Secretary

GLOBAL TECHNOLOGIES, LTD.
1811 CHESTNUT STREET, SUITE 120
PHILADELPHIA, PENNSYLVANIA 19103

-------------------------------------

PROXY STATEMENT

This Proxy Statement and the accompanying proxy card are being
furnished to stockholders of Global Technologies, Ltd., a Delaware corporation
(the "Company"), in connection with the solicitation of proxies by the Board of
Directors of the Company for use in voting at the 2000 Annual Meeting of
Stockholders, which will be held at the Rihga Royal Hotel, located at 151 West
54th Street, New York, New York, on Thursday May 11, 2000, at 10:00 a.m., local
time, and at any postponements or adjournments thereof (the "Annual Meeting").
This Proxy Statement and the accompanying proxy card, together with a copy of
the Annual Report of the Company for the transition period ended June 30, 1999
and Letter to Stockholders, are first being mailed or delivered to stockholders
of the Company on or about April 17, 2000.

At the Annual Meeting, stockholders will be asked to consider and vote
upon the following proposals:

1. To elect five directors to hold office as follows: two Class I
directors to serve until the 2001 annual meeting, two Class II directors to
serve until the 2002 annual meeting and one Class III director to serve until
the 2003 annual meeting, and each until their respective successors have been
duly elected and qualified;

3. To vote on the proposal to ratify the appointment of KPMG LLP,
certified public accountants, as the Company's independent auditors for the
fiscal year ending June 30, 2000; and

4. To transact such other business as may properly come before the
Annual Meeting and any postponements or adjournments thereof.

VOTE REQUIRED AND PROXY INFORMATION

The enclosed proxy provides that you may specify that your shares be
voted "For", "Against" or "Abstain" from voting with respect to each of the
proposals. If the enclosed proxy is properly executed, duly returned to the
Company in time for the Annual Meeting and not revoked, your shares will be
voted in accordance with the instructions contained thereon. Where a signed
proxy is returned, but no specific instructions are indicated, your shares will
be voted "FOR" each of the proposals. Proxies marked as abstaining will be
treated as present for purposes of determining a quorum for the Annual Meeting,
but will not be counted as voting in respect of any matter as to which
abstinence is indicated. If a broker indicates on the proxy that

it does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered present and entitled to
vote with respect to that matter.

A proxy given pursuant to this solicitation may be revoked at any time
before it is voted at the Annual Meeting. Proxies may be revoked by: (i) filing
with the Assistant Secretary of the Company, at or before the Annual Meeting, a
written notice of revocation bearing a later date than the proxy; (ii) duly
executing a subsequent proxy relating to the same shares and delivering it to
the Assistant Secretary of the Company at or before the Annual Meeting; or (iii)
attending the Annual Meeting and voting in person (although attendance at the
Annual Meeting will not in and of itself constitute revocation of a proxy). Any
written notice revoking a proxy should be delivered to S. Lance Silver,
Assistant Secretary, Global Technologies, Ltd., 1811 Chestnut Street, Suite 120,
Philadelphia, Pennsylvania 19103.

All shares of the Company's capital stock present in person or
represented by proxy and entitled to vote at the meeting, no matter how they are
voted or whether they abstain from voting, will be counted in determining the
presence of a quorum for each of the matters on which stockholders will vote at
the Annual Meeting. If the Annual Meeting is adjourned because of the absence of
a quorum, those stockholders entitled to vote who attend the adjourned meeting,
although constituting less than a quorum as provided herein, shall nevertheless
constitute a quorum for the purpose of electing directors.

The presence or representation by proxy of a majority of the shares
entitled to vote at the Annual Meeting will constitute a quorum. In all matters
other that the election of directors, the affirmative vote of the majority of
shares present in person or represented by proxy at the Annual Meeting and
entitled to vote on the subject matter will be required for approval of such
subject matter. Directors will be elected by a plurality of the votes of the
shares present in person or represented by proxy at the Annual Meeting.

At the close of business on March 16, 2000, the record date for the
determination of stockholders entitled to receive notice of, and to vote at, the
Annual Meeting, the Company's outstanding securities consisted of 10,498,488
shares of Class A Common Stock, par value $0.01 per share. Each share of Class A
Common Stock is entitled to one vote.

The cost of this solicitation of proxies will be borne by the Company.
Directors, officers and regular employees of the Company may solicit proxies in
person, by telephone, by mail or by other means of communication, but such
persons will not be specially compensated for such services. In addition, the
Company has retained D.F. King & Co., Inc. to assist in the solicitation of
proxies, to which it will pay a fee of $6,000 plus customary and reasonable
expenses. The Company will, on request, reimburse American Stock Transfer &
Trust Company and stockholders of record who are brokers, dealers, banks or
voting trustees, or their nominees, for their reasonable expenses in sending
proxy materials and annual reports to the beneficial owners of the shares they
hold of record. The total estimated cost for this solicitation of proxies is
approximately $20,000.

ELECTION OF DIRECTORS
(PROPOSAL NO. 1 ON THE PROXY CARD)

The Board of Directors currently consists of five members. The Company
amended its Certificate of Incorporation in August 1999. The Company's Amended
and Restated Certificate of Incorporation provides for the classification of the
Board of Directors into three classes (Class I, Class II and Class III). This is
the first annual meeting since the foregoing amendment to the Company's
Certificate of Incorporation, so each director will stand for election as
required therein. At the Annual Meeting or any adjournments or postponements
thereof, the Class I directors will be elected to hold office for a term
expiring at the next succeeding annual meeting (2001), the Class II directors
will be elected to hold office for a term expiring at the second succeeding
annual meeting (2002), and the Class III director will be elected to hold office
for a term expiring at the third succeeding annual meeting (2003).

Each proxy received will be voted for the election of the persons named
below, unless the stockholder signing such proxy withholds authority to vote for
one or more of these nominees in the manner described on the proxy. Should any
of the listed persons be unable to accept nomination or election (which the
Board of Directors does not anticipate), it is the intention of the persons
named in the enclosed proxy to vote for the election of such persons as the
Board of Directors may recommend.

Each of the nominees for election as director is now a director of the
Company. Each has served as a director of the Company since September 1998 and
was re-elected to the Board of Directors at the 1998 Annual Meeting held on
October 30, 1998.

The following information about the Company's nominees for election as
directors is based, in part, on information furnished by the nominees.

NAME CLASS AGE TITLE
- ---- ----- --- -----
M. Moshe Porat I 52 Director

James W. Fox I 49 Director, President and Chief
Operating Officer

Charles T. Condy II 59 Director

Stephen Schachman II 55 Director

Irwin L. Gross III 56 Chairman of the Board and Chief
Executive Officer

M. MOSHE PORAT has been a Director of the Company since September 1998
and a Director of The Network Connection, a majority owned operating subsidiary
of the Company, since May 18, 1999. Since September 1996, Dr. Porat has served
as the Dean of the School of Business and Management at Temple University. From
1988 to 1996 he was Chairman of the Risk Management, Insurance and Actuarial
Science Department at Temple University. Dr. Porat received his undergraduate
degree in economics and statistics (with distinction) from Tel Aviv

University, his M.B.A. (Magna Cum Laude) from the Recanati Graduate School of
Management at Tel Aviv University, and completed his doctoral work at Temple
University. Dr. Porat holds the Chair of the Joseph E. Boettner Professorship in
Risk Management and Insurance and has won several awards in the insurance field.
Prior to his academic work, Dr. Porat served as deputy general manager of a
large international. He holds the CPCU professional designation and is a member
of ARIA (American 25 Risk and Insurance Association), IIS (International
Insurance Society), RIMS (Risk and Insurance Management Society) and Society of
CPCU. Dr. Porat has authored several monographs on captive insurance companies
and their use in risk management, has published numerous articles on captive
insurance companies, self insurance and other financial and risk topics.

JAMES W. FOX has been a Director of the Company since September 1998.
Mr. Fox is the President and Chief Operating Officer of the Company. He was
formerly the Managing Partner of First Lawrence Capital Corp., and was
responsible for the firm's management and the growth of its mergers and
acquisitions advisory and principal investment activities. From 1989 to 1996,
Mr. Fox was a director with national practice development and management
responsibility with Coopers & Lybrand in New York, with primary responsibility
for mergers and acquisitions activities. He has held senior mergers and
acquisitions positions with General Foods Corp., Arthur Young and W.R. Grace Co.
Mr. Fox has a Bachelor of Arts degree in Mathematics and History from Amherst
College and an M.B.A. in Finance from the University of Pennsylvania's Wharton
School.

CHARLES T. CONDY has been a Director of the Company since September
1998. Mr. Condy was a director of Rare Medium, Inc. from 1996 to 1999. Mr. Condy
is the founder, chairman and chief executive officer of Next Century
Restaurants, Inc., a private company which is the owner of Aqua, and Charles of
Nob Hill, both of which are in San Francisco, and Aqua of Las Vegas. He is
founder and has been chairman and chief executive officer of Proven
Alternatives, Inc., a privately held international energy management company,
since 1991. Mr. Condy was chairman and chief executive officer of California
Energy Company, Inc., a geothermal energy company which he founded in 1971, and
which become the largest geothermal energy company in the world. Prior to
founding California Energy Company, Mr. Condy was executive vice
president--Western region of John Nuveen and Company, members of the New York
Stock Exchange. In the public policy area, Mr. Condy helped found and has served
as a board member of the Business Council for a Sustainable Energy Future and
the Coalition for Energy Efficiency and Renewable Technologies. Mr. Condy
currently advises the U.S. Department of Energy, the U.S. Agency for
International Development, and the U.S. Asian Environmental Partnership on
energy efficiency technology transfer and related funding to developing
economies.

STEPHEN SCHACHMAN has been a Director of the Company since September
1998 and a Director of The Network Connection since May 18, 1999. Since 1995,
Mr. Schachman has been the owner of his own consulting firm, Public Affairs
Management, which is located in the suburban Philadelphia area. From 1992 to
1995, Mr. Schachman was an executive officer and consultant to Penn Fuel Gas
Company, a supplier of natural gas products. Prior thereto, he was an attorney
with the Philadelphia law firm Dilworth, Paxson, Kalish & Kaufman. Mr. Schachman
was also an Executive Vice President of Bell Atlantic Mobile System and prior

thereto, President of the Philadelphia Gas Works, the largest municipally owned
gas company in the United States. Mr. Schachman has a Bachelor of Arts degree
from the University of Pennsylvania and Juris Doctor degree from the Georgetown
University Law School.

IRWIN L. GROSS has been the Chairman of the Board of Directors and
Chief Executive Officer of the Company since September 1998 and Chairman of the
Board of Directors and Chief Executive Officer of The Network Connection since
May 18, 1999. Mr. Gross also currently sits on the Board of Directors of U.S.
Wireless Corporation, a publicly-held company listed on the Nasdaq Small Cap
Market. Mr. Gross is a founder of Rare Medium, Inc., a publicly held company
listed on the Nasdaq National Market, and was Chairman and a Director of Rare
Medium from 1984 to 1998. In addition, Mr. Gross served as the Chief Executive
Officer of Engelhard/ICC, a joint venture between Rare Medium and Engelhard. Mr.
Gross has served as a consultant to, investor in and director of, numerous
publicly-held and private companies and serves on the board of directors of
several charitable organizations. Mr. Gross has a Bachelor of Science degree in
Accounting from Temple University and a Juris Doctor degree from Villanova
University.

None of the nominees has any family relationship to any other director,
executive officer of nominee.

MEETINGS OF THE BOARD OF DIRECTORS

The business affairs of the Company are managed under the direction of
the Board of Directors. Members of the Board of Directors are kept informed
through various reports and documents sent to them, through operating and
financial reports routinely presented at Board and committee meetings by Irwin
L. Gross, as the Chairman of the Board, and other officers, and through other
means. In addition, directors of the Company discharge their duties throughout
the year not only by attending Board meetings but also through personal meetings
and other communications, including considerable telephone contact, with the
Chief Executive Officer and others regarding matters of interest and concern to
the Company.

The entire Board of Directors was replaced with the current Board of
Directors in September 1998. Each member of the current Board was re-elected at
the 1998 Annual Meeting on October 30, 1998. From October 30, 1998 through the
end of the transition period ended June 30, 1999, the Company's Board of
Directors held nine (9) meetings. No director attended fewer than 75% of the
meetings held during that period.

BOARD COMMITTEES

The Board of Directors does not have a nominating committee.

The Board of Directors has an Audit Committee whose purpose is to
recommend the auditing firm to be selected each year as independent auditors of
the Company's financial statements and to perform services related to the
completion of such audit. The Audit Committee also has responsibility for (i)
reviewing the scope and results of the audit, (ii) reviewing the Company's
financial condition and results of operations with management, (iii) considering
the adequacy of the internal accounting and control procedures of the Company,
and (iv) reviewing

any non-audit services and special engagements to be performed by the
independent auditors and considering the effect of such performance on the
auditors' independence. The Audit Committee currently consists of Messrs. Condy
and Schachman. There was one Audit Committee meeting during the period from
October 1998 through June 1999, and all were present.

The Board of Directors also has a Compensation Committee which
currently consists of Messrs. Condy and Porat. The Compensation Committee is
responsible for approving the compensation arrangements of senior management and
recommending approval by the Board of Directors of amendments to the Company's
benefit plans. There was no Compensation Committee in session during any of the
meetings of the Board of Directors during the period from October 1998 through
June 1999.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION OF EACH OF THE NOMINEES
FOR ELECTION TO THE BOARD OF DIRECTORS.

GRANT OF OPTIONS TO IRWIN L. GROSS
(PROPOSAL NO. 2 ON THE PROXY CARD)

The stockholders are being asked to approve the grant by the Board of
Directors on October 8, 1999, with Irwin L. Gross abstaining, of options to
Irwin L. Gross, Chairman and Chief Executive Officer of the Company, to purchase
1,000,000 shares of Class A Common Stock at the closing market price of the
common stock on the day prior to the grant, pursuant to a separate option
agreement with Mr. Gross. As a result of the three-for-two stock split of the
Company on February 15, 2000, the options currently entitle Mr. Gross to
1,500,000 shares upon exercise. One quarter of these options vested immediately
and one quarter vest, subject to certain conditions, over three years beginning
October 8, 2000. The remaining 750,000 options vest on the sixth anniversary of
the date of grant, subject to accelerated vesting pursuant to a three-year
vesting schedule in the event of the achievement of certain performance
milestones and other conditions. The exercise price of the options is $1.83
(split-adjusted). The options expire in October 2009. The Board of Directors,
with Mr. Gross abstaining, has approved such grant.

The option granted to Mr. Gross, as approved by the Board, is not by
its terms subject to stockholder approval. Nasdaq has advised the Company that
it is Nasdaq's view that such grant did require approval of the stockholders
pursuant to Marketplace Rule 4460(i)(1)(A). Rule 4460(i)(1)(A) provides in
pertinent part that when a stock option (other than an option granted pursuant
to a broadly based plan) is granted to an officer or director, the issuer shall
require stockholder approval prior to such grant; provided, however, that in the
case of a grant to a person not previously employed by the Company, as an
inducement essential to the individual's entering into an employment contract
with the Company, stockholder approval will generally not be required. While the
Company originally granted the option based upon a belief that such rule did not
apply to the grant, because it viewed the grant as an inducement essential to
Mr. Gross's entering into an employment contract with the Company on October 1,
1999, the Company has determined to seek stockholder approval to comply with
Nasdaq's request. If the stockholders do not ratify the grant of these options
at the Annual Meeting, the Company may be in violation of the Nasdaq rules and
could be subject to delisting.

The Board of Directors of the Company has determined that Mr. Gross has
halted the downward spiral of the Company and is implementing a strategy to
increase value for all of the holders of the Company's common stock and that he
should be able to participate in such enhancement of shareholder value. The
market price per share increased over 350% in 1999 and continues to increase in
2000. The Class A Common Stock of the Company traded for approximately $1.50 per
share (split-adjusted) on September 15, 1998 and traded for approximately $15.75
on March 22, 2000.

THE BOARD OF DIRECTORS BELIEVES THAT THE GRANT OF OPTIONS TO MR. GROSS IS IN THE
BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR"
RATIFICATION OF THE GRANT.

APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL NO. 3 ON THE PROXY CARD)

The Board of Directors has renewed the Company's arrangement for KPMG
LLP ("KPMG") to act as its independent accountants for the fiscal year ending
June 30, 2000. KPMG has acted as the Company's independent accountants since
1996.

The stockholders are being asked to approve the appointment of KPMG by
the Board of Directors for the fiscal year ending June 30, 2000. In the event
the appointment is not approved, the Board of Directors will reconsider its
selection.

Representatives of KPMG are expected to be present at the Annual
Meeting and available to respond to appropriate questions by stockholders. Such
representatives also will be afforded an opportunity, should they so desire, to
make any statements to the stockholders that they deem appropriate.

THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF KPMG LLP AS
THE INDEPENDANT AUDITORS OF THE COMPANY.

EXECUTIVE COMPENSATION

ON JANUARY 5, 2000, THE BOARD OF DIRECTORS APPROVED A THREE-FOR-TWO
STOCK SPLIT TO BE EFFECTED BY WAY OF A STOCK DIVIDEND OF ONE SHARE FOR EACH TWO
SHARES OF COMMON STOCK HELD BY STOCKHOLDERS OF RECORD AS OF THE CLOSE OF
BUSINESS FEBRUARY 15, 2000. THE DIVIDEND WAS PAYABLE ON FEBRUARY 29, 2000;
FRACTIONAL SHARES WERE PAID OUT IN CASH. THE FIGURES DISCLOSED HEREIN HAVE BEEN
ADJUSTED TO REFLECT THE EFFECT OF THIS STOCK DIVIDEND.

In August 1999, the Company changed its fiscal year-end from October 31
to June 30. The summary compensation table below sets forth the aggregate
compensation paid or accrued by the Company for the transition period ended June
30, 1999 and the Company's prior three fiscal years ended October 31, 1998, 1997
and 1996 to the Chief Executive Officer and the Company's other executive
officers who were serving as executive officers at June 30, 1999 and whose total
annual salary and bonus exceeded $100,000 (collectively, the "Named
Executives").

SUMMARY COMPENSATION TABLE

LONG TERM
ANNUAL ANNUAL COMPENSATION
NAME AND FISCAL COMPENSATION COMPENSATION STOCK OPTION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) AWARDS (#)
- ------------------ ---- ---------- --------- ----------

Irwin L. Gross, Chief 1999 -- -- --
Executive Officer 1998 -- -- --
1997 -- -- --
1996 -- -- --

James W. Fox, President (1) 1999 104,718 -- 105,000
1998 -- -- 45,000
1997 -- -- --
1996 -- -- --

Morris C. Aaron, Chief 1999 130,289 -- 75,000
Financial Officer (2) 1998 18,590 -- --
1997 -- -- --
1996 -- -- --

David Shevrin, Secretary (3) 1999 71,924 -- 75,000
1998 8,462 -- --
1997 -- -- --
1996 -- -- --

Frank Gomer, President and 1999 101,042 43,797 --
Chief Operating Officer of 1998 153,686 54,445 7,667
The Network Connection (4) 1997 90,658 20,000 9,000
1996 -- -- --

- ----------
(1) Mr. Fox started employment with the Company on January 1, 1999.

(2) Mr. Aaron is currently the Executive Vice President and Chief Financial
Officer of The Network Connection. At the end of the transition period
ended June 30, 1999 and until December 15, 1999, Mr. Aaron was the Chief
Financial Officer of the Company. On December 15, 1999, the Company hired
Patrick J. Fodale, Vice President and Chief Financial Officer of the
Company.

(3) Mr. Shevrin started employment with the Company on September 15, 1998.

(4) Dr. Gomer is currently President of the Systems Group for The Network
Connection. At the end of the transition period ended June 30, 1999 and
until March 6, 2000, Dr. Gomer was President and Chief Operating Officer of
The Network Connection. On March 6, 2000, Robert Pringle was hired as the
President and Chief Operating Officer of The Network Connection.

OPTION GRANTS IN FISCAL YEAR

The following table sets forth the grant of stock options made during
the 1998 fiscal year and the transition period ended June 30, 1999 to the Named
Executives:

NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS OPTIONS GRANTED TO EXERCISE PRICE
NAME GRANTED (#) EMPLOYEES (1) ($/SHARE) EXPIRATION DATE
---- ----------- ------------- --------- ---------------

Irwin L. Gross -- -- -- --
James W. Fox (2) 105,000 33.2% 1.67 01/01/2009
Morris C. Aaron (3) 75,000 23.7% 1.13 12/12/2008
David Shevrin (4) 75,000 23.7% 1.13 12/12/2008
Frank Gomer (5) 6,750 2.2% 1.75 02/19/2008

- ----------
(1) Based on a total of 316,047 options granted to employees during the 1998
fiscal year and the transition period ended June 30, 1999.

(2) 42,000 options are currently exercisable, and 4,000 become exercisable on
each of December 31, 2000, January 1, 2002 and December 31, 2002.

(3) 15,000 options are immediately exercisable, and 15,000 become exercisable
on each of December 12, 1999, 2000, 2001 and 2002.

(4) 25,667 options become exercisable on each of December 12, 1999, 2000 and
2001.

(5) Represents 3,000 and 3,750 options repriced from $14.63 and $9.00,
respectively, on April 10, 1999.

STOCK OPTION REPRICINGS

On February 10, 1998, the Company's former Board of Directors adopted a
plan to reduce the exercise price on the stock options under the 1994 Plan and
the 1997 Plan. The exercise price on one-half of each outstanding option was
reduced to $1.75 per share (the split-adjusted closing price for the Company's
stock on February 10, 1998) on October 10, 1998, and on the other half of each
outstanding option on April 10, 1999, provided the option holder was still
employed by the Company on such dates. The plan amendment was approved by the
Board of Directors to retain key employees, retain appropriate levels of
incentive and maintain competitive compensation levels.

As a result of this action, 6,000 options and 7,500 options held by Dr.
Gomer with exercise prices of $14.626 and $9.00, respectively, were repriced to
$1.75.

OPTION EXERCISES AND YEAR-END VALUES

The following table provides certain information regarding the number
of exercisable and unexercisable options held by the Named Executives as of June
30, 1999 (none of these persons exercised any options during the 1998 fiscal
year or the transition period ended June 30, 1999):

VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
AT JUNE 30, 1999(#) JUNE 30, 1999($)
NAME EXERCISABLE/UNEXERCISABLE (1) EXERCISABLE/UNEXERCISABLE
---- ----------------------------- -------------------------
Irwin L. Gross --/-- --/--

James W. Fox 21,000/129,000 24,500/172,750

Morris C. Aaron 10,000/40,000 25,620/102,480

David Shevrin --/50,000 --/128,100

Frank Gomer 7,065/9,102 11,481/18,541

- ----------
(1) None of these options had an exercise price less than the closing bid price
per share of the Class A Common Stock on the Nasdaq National Market of
$2.83 at June 30, 1999.

DIRECTOR COMPENSATION

Outside directors receive $1,000 for each meeting of the Board of
Directors, and $500 for each committee meeting, attended in person or by
telephone. In addition, all directors are reimbursed for expenses actually
incurred in connection with each meeting of the Board of Directors or any
Committee thereof attended. Each director has also received grants of options
under the Company's 1997 Stock Option Plan.

The Company's 1994 Stock Option Plan (the "1994 Plan") provides for the
automatic grant of non-qualified stock options to directors of the Company who
are not employees or principal stockholders of the Company ("Eligible
Directors") to purchase shares of common stock ("Director Options"). On the date
an Eligible Director becomes a director of the Company, he or she is granted
Director Options to purchase 1,000 shares of the Company's Class A Common Stock
(the "Initial Director Options"). On the day immediately following the date of
the annual meeting of stockholders for the Company for each fiscal year, each
Eligible Director, other than directors who received Initial Director Options
since the Company's prior annual meeting, is granted Director Options to
purchase 1,000 shares of the Company's Class A Common Stock (each an "Automatic
Grant"), as long as such director is a member of the Board of Directors on such
day. The exercise price for each share subject to a Director Option shall be
equal to the fair market value of the Class A Common Stock on the date of grant,
except for directors who receive incentive options and who own more than 10% of
the voting power, in which case the exercise price shall be not less than 110%
of the fair market value on the date of grant. Director Options are exercisable
in four equal annual installments, commencing one year from the date of grant.
Director Options will expire the earlier of 10 years after the date of grant or
90 days after the termination of the director's service on the Board of
Directors. The 1994 Plan

and the Company's 1997 Stock Option Plan (the "1997 Plan") also allow grants to
directors in addition to or in lieu of an Automatic Grant.

EMPLOYMENT AND SEVERANCE AGREEMENTS

Irwin L. Gross serves as Chief Executive Officer pursuant to the terms
of an employment agreement that terminates on September 30, 2002. Mr. Gross
receives a minimum annual base salary of $250,000 and, subject to the
achievement of assigned goals, bonuses of not less than 20% of his annual
salary. Mr. Gross also received 1,500,000 10-year options, 25% of which vested
immediately, 25% of which vest, subject to certain conditions, in three annual
increments beginning on October 8, 2000, and the balance of which vest on the
sixth anniversary of the date of grant, subject to accelerated vesting pursuant
to a three-year vesting schedule in the event of the achievement of certain
performance milestones and other conditions. The employment agreement provides
for a severance payment in the event that the Company terminates Mr. Gross other
than for "cause" as defined in the employment agreement. The severance payment
would be equal to two times the remaining balance of his base salary for the
remainder of the then current term. The employment agreement also provides a
payment in the event the Company terminates Mr. Gross due to a termination of
the Company's business as defined in the employment agreement. In the event of
the termination of the Company's business, Mr. Gross would receive an amount
equal to two times his remaining base salary for the then current term, but not
less than his annual base salary for one year. The employment agreement also
provides that the company may pay other incentive compensation as may be set by
the Board of Directors from time to time, and for such other fringe benefits as
are paid to other executive officers of the Company. Such fringe benefits take
the form of medical and dental coverage and an automobile allowance of $1,000
per month.

Dr. Frank Gomer currently serves as President of the Systems Group for
The Network Connection pursuant to the terms of an employment agreement that
terminates on June 10, 2001. Dr. Gomer receives a minimum annual base salary of
$215,000. Beginning June 11, 1999 and ending June 11, 2003, Dr. Gomer also
receives 75,000 10-year options under the Company's Stock Option Plan, which
vest in increments of 15,000 options per year pursuant to the terms and
conditions of the employment agreement. The employment agreement also provides
for a severance payment in the event that the Company terminates Dr. Gomer other
than for "cause" as defined in the employment agreement. The severance payment
would be equal to two times the remaining balance of his base salary for the
remainder of the then current term. The employment agreement also provides a
payment in the event the Company terminates Dr. Gomer due to a termination of
the Company's business as defined in the employment agreement or upon
termination without cause following a change in control. In either such event,
Dr. Gomer would receive an amount equal to two times his remaining base salary
for the then current term, but not less than his annual base salary for one
year. The employment agreement also provides that the company may pay other
incentive compensation as may be set by the Board of Directors from time to
time, and for such other fringe benefits as are paid to other executive officers
of the Company. Such fringe benefits take the form of medical and dental
coverage and an automobile allowance of $500 per month.

Morris C. Aaron serves as Executive Vice President and Chief Financial
Officer of TNCi pursuant to the terms of an employment agreement that terminates
on June 10, 2001. Mr. Aaron receives a minimum annual base salary of $215,000.
Beginning June 11, 1999 and ending June 11, 2003, Mr. Aaron also receives 75,000
10-year options under the Company's Stock Option Plan, which vest in increments
of 15,000 options per year pursuant to the terms of the employment agreement.
The employment agreement provides for a severance payment in the event that the
Company terminates Mr. Aaron other than for "cause" as defined in the employment
agreement. The severance payment would be equal to two times the remaining
balance of his base salary for the remainder of the then current term. The
employment agreement also provides a payment in the event the Company terminates
Mr. Aaron due to a termination of the Company's business as defined in the
employment agreement. In the event of the termination of the Company's business,
Mr. Aaron would receive an amount equal to two times his remaining base salary
for the then current term, but not less than his annual base salary for one
year. The employment agreement also provides that the company may pay other
incentive compensation as may be set by the Board of Directors from time to
time, and for such other fringe benefits as are paid to other executive officers
of the Company. Such fringe benefits take the form of medical and dental
coverage and an automobile allowance of $500 per month.

James W. Fox serves as President and Chief Operating Officer pursuant
to the terms of an employment agreement that terminates on December 31, 2000.
Mr. Fox receives a minimum annual base salary of $225,000 and, subject to the
achievement of assigned goals, bonuses of not less than 20% of his annual
salary. Mr. Fox also received 105,000 10-year options under the Company's 1997
Stock Option Plan, which vest in increments of 21,000 options per year pursuant
to the terms of the employment agreement. The employment agreement provides for
a severance payment in the event that the Company terminates Mr. Fox other than
for "cause" as defined in the employment agreement. The severance payment would
be equal to two times the remaining balance of his base salary for the remainder
of the then current term. The employment agreement also provides a payment in
the event the Company terminates Mr. Fox due to a termination of the Company's
business as defined in the employment agreement. In the event of the termination
of the Company's business, Mr. Fox would receive an amount equal to two times
his remaining base salary for the then current term, but not less than his
annual base salary for one year. The employment agreement also provides that the
company may pay other incentive compensation as may be set by the Board of
Directors from time to time, and for such other fringe benefits as are paid to
other executive officers of the Company. Such fringe benefits take the form of
medical and dental coverage and an automobile allowance of $450 per month.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CONSULTING ARRANGEMENTS

The Company's Chief Executive Officer is a principal of Ocean Castle
Partners, LLC which maintains administrative offices for the Company's Chief
Executive Officer, Corporate Secretary and certain other employees. During the
year ended October 31, 1998, Ocean Castle executed consulting agreements with
two principal stockholders of the Company, Don Goldman and Yuri Itkis. The
rights and obligations of Ocean Castle under the agreements were assumed

by The Network Connection in connection with the sale of the Company's
Interactive Entertainment Division to The Network Connection. The consulting
agreements require payments aggregating $1,000,000 to each of the consultants
through December 2003 in exchange for advisory services. Each of the consultants
also received stock options to purchase 50,000 (split-adjusted) shares of the
Company's Class A Common Stock at an exercise price of $3.00 (split-adjusted).
As of June 30, 1999, The Network Connection determined that the consulting
agreements had no future value due to The Network Connection's shift away from
in-flight entertainment into alternative markets such as leisure cruise and
passenger rail transport. Only limited services were provided in 1999 and no
future services will by utilized. Accordingly, The Network Connection recorded a
charge to general and administrative expenses in the transition period ended
June 30, 1999 of $1.6 million representing the balance due under such contracts.

The Company has entered into a consulting agreement with First Lawrence
Capital Corp. to perform various financial advisory services related to ongoing
business development and management. The former managing director of First
Lawrence is also a director of the Company. The Company retained, on a full time
basis as President and Chief Operating Officer, the services of the former
managing director of First Lawrence effective December 12, 1998. Accordingly,
the Company has entered into an employment contract with such individual. During
the year ended October 31, 1998, the Company paid $11,846 under the First
Lawrence consulting agreement. The Company executed a consulting agreement with
the Whitestone Group, LLC, a shareholder of First Lawrence. Pursuant to the
agreement, the Company paid $250,000 for consulting services received during
fiscal 1998.

On September 15, 1998, the Company entered into consulting agreements
with Messrs. Michail Itkis, Thomas M. Metzler and John W. Alderfer in connection
with the Company's agreements with Swissair. In consideration for such services,
the Company has paid Mr. Itkis $200,000 through September 15, 1999, Mr. Metzler
$300,000 through June 15, 1999 and Mr. Alderfer $235,000 through March 15, 1999.

FORTUNET LICENSE

In October 1994, the Company entered into an Intellectual Property
License and Support Services Agreement with FortuNet, Inc. ("FortuNet"), which
was amended and restated on November 7, 1996 (as amended, the "FortuNet
License"). The FortuNet License grants the Company a worldwide, perpetual
license to FortuNet's current and future patents, copyrights, trade secrets and
related know-how covering a computerized system for use in all fields other than
bingo halls. Further, this license is exclusive to the Company within the
airline industry. As consideration, the Company must pay FortuNet an annual
license fee of $100,000 in monthly installments through November 2002. The
Company was previously also required to compensate FortuNet for certain
development, support and maintenance services, but this obligation has been
terminated. Further, the restated version of the FortuNet License no longer
prohibits the Company from engaging in any gaming activities outside of
airplanes. In exchange for these amendments to the FortuNet License and certain
other modifications, on November 7, 1996, the Company issued to FortuNet a
warrant to purchase 25,000 (split-adjusted) shares of Class A Common Stock at a
price of $19.50 (split-adjusted) per share, which was repriced on January 6,
1997 to $16.00 (split-adjusted) per share. Under the FortuNet License, an
aggregate of $100,000

was paid to FortuNet in fiscal 1998. Subsequent to June 30, 1999, the Company
agreed to a termination of this agreement and paid FortuNet $100,000 plus legal
fees. During the Transition Period ended June 30, 1999, the Company had revised
its estimated accrual to $200,000 which is included in accrued liabilities in
the consolidated balance sheet at June 30, 1999. Additionally, the Company
repriced the exercise price of the stock purchase warrants to $3.00
(split-adjusted) per share.

Yuri Itkis, a former director of the Company, is the President and sole
stockholder of FortuNet and Boris Itkis, a former director of the Company and a
son of Yuri Itkis, is an employee of FortuNet. Michail Itkis, the former Chief
Executive Officer and a former director of the Company, is also a son of Yuri
Itkis and was an employee of FortuNet until October 1994.

STOCKHOLDERS' AGREEMENT

In October 1994, the Company entered into a stockholders' agreement
with Yuri Itkis, Michail Itkis, Boris Itkis, Steven M. Fieldman, Donald H.
Goldman and Lance Fieldman (the "Stockholders' Agreement"). In connection with
the May 1996 and November 1996 resignations of Messrs. Goldman, Steven Fieldman
and Lance Fieldman, and in connection with the execution of the Strategic
Alliance Agreement with Hyatt, the parties to the Stockholders' Agreement
entered into agreements which terminated the Stockholders' Agreement as to
Messrs. Goldman, Steven Fieldman and Lance Fieldman, added Hyatt as a
Stockholder under the Stockholders' Agreement, and amended certain terms of the
Stockholders' Agreement. On November 10, 1997 with the termination of the
Alliance Agreement with Hyatt, the Stockholders' Agreement was amended again to
terminate Hyatt's rights.

As amended, the Stockholders' Agreement provided that Michail Itkis and
Yuri Itkis shall each be entitled to designate one nominee to the Company's
Board of Directors. No other parties had any continuing right under the
Stockholders' Agreement to nominate a director. Each stockholder who was a party
to the Stockholders' Agreement agreed to vote all the shares of common stock
owned by him for the election of the directors so nominated and not to take any
action to remove any director so elected (except for the director(s) nominated
by such stockholder). The Stockholders' Agreement was terminated on September
15, 1998.

PURCHASE OF SHARES

Pursuant to the settlement of various lawsuits and other claims
instituted by Barrington Capital Group, L.P. ("Barrington") against the Company,
Ocean Castle and others, Ocean Castle purchased from Barrington 149,313
(split-adjusted) shares of Class A Common Stock of the Company at $3.00
(split-adjusted) per share on October 21, 1998. The Company temporarily loaned
the funds to Ocean Castle to effectuate such purchase and Ocean Castle has
subsequently repaid such loan.

B.H.G. FLIGHT, LLC

The Company has agreed to reimburse B.H.G. Flight, LLC ("BHG") for
costs and expenses associated with its use for corporate purposes of an airplane
leased by BHG. Irwin L.

Gross, Chairman of the Board and Chief Executive Officer of the Company, owns
50% of the interests in BHG. To date, the Company has reimbursed BHG just under
$60,000.

EMPLOYMENT MATTERS

The Company has employment agreements with certain of its executive
officers and has granted such officers options to purchase shares of Class A
Common Stock. (See "Employment and Severance Agreements" on page 11).

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of March 31, 2000
regarding the ownership of the Company's Class A Common Stock and of The Network
Connection's common stock by (i) each person known by the Company to own
beneficially more than five percent of any class of the Company's voting
securities, (ii) each director of the Company, (iii) each executive officer of
the Company and (iv) all executive officers and directors of the Company as a
group.

Class A The Network Connection
Common Stock Common Stock
------------------------------- --------------------------------
Name and Address of Percent of Percent of
Beneficial Owner (1) Number of Shares Class (2) Number of Shares Class (3)
-------------------- ---------------- --------- ---------------- ---------

Irwin L. Gross
Ocean Castle Partners, LLC 2,283,108 (4) 21.0% 211,667 (5) 1.6%

Charles T. Condy 32,025 (6) * -- --

Stephen Schachman 26,400 (7) * -- --

M. Moshe Porat 405,000 (8) 3.9% -- --

David N. Shevrin 27,250 (9) * -- --

Morris C. Aaron 24,148 (10) * 10,000 (11) *

James W. Fox 62,700 (12) * -- --

Frank Gomer 6,592 (13) * 10,000 (14) *

Ruki Renov 646,521 (15) 6.2% -- --

Esther Stahler 572,671 (16) 5.5% -- --

All executive officers and
directors of the Company
as a group (8 persons) 2,867,223 (17) 26.0% 231,667 (18) 1.8%

- ----------
* Less than 1%.

(1) Except as otherwise indicated below, the address of each beneficial owner
is c/o Global Technologies, Ltd., 1811 Chestnut Street, Philadelphia,
Pennsylvania 19103.

(2) Based on 10,498,488 shares of Class A Common Stock outstanding.

(3) Based on 12,790,046 shares of The Network Connection Common Stock
outstanding.

(4) Includes 50,949 shares owned by trusts for the benefit of Mr. Gross'
children as to which Mr. Gross disclaims beneficial ownership. Also
includes 375,000 shares issuable to Mr. Gross upon exercise of options
exercisable within 60 days.

(5) Includes 125,000 shares which may be acquired upon exercise of vested
options.

(6) Includes 15,000 shares issuable to Mr. Condy upon exercise of options
exercisable within 60 days.

(7) Includes 15,000 shares issuable to Mr. Schachman upon exercise of options
exercisable within 60 days.

(8) Includes 375,000 shares owned by First Lawrence Corp. over which Mr. Porat
retains voting power pursuant to a certain proxy agreement, and 15,000
shares issuable to Mr. Porat upon exercise of options exercisable within 60
days.

(9) Includes 25,000 shares issuable to Mr. Shevrin upon exercise of options
exercisable within 60 days.

(10) Includes 15,000 shares issuable to Mr. Aaron upon exercise of options
exercisable within 60 days.

(11) Represents 10,000 shares issuable to Mr. Aaron upon exercise of options
exercisable within 60 days.

(12) Includes 36,000 shares issuable to Mr. Fox upon exercise of options
exercisable within 60 days.

(13) Includes 3,592 shares issuable to Mr. Gomer upon exercise of options
exercisable within 60 days.

(14) Represents 10,000 shares issuable to Mr. Gomer upon exercise of options
exercisable within 60 days.

(15) According to Amendment No. 2 to Schedule 13G dated October 25, 1999 filed
by Ruki Renov, as adjusted for the 2:3 stock split on February 15, 2000.
Mrs. Renov's address is 172 Broadway, Lawrence, NY 11559.

(16) According to Amendment No. 1 to Schedule 13G dated October 25, 1999 filed
by Esther Stahler, as adjusted for the 2:3 stock split on February 15,
2000. Mrs. Stahler's address is 10 Lakeside Drive, Lawrence, NY 11559.

(17) See footnotes 4, 6, 7, 8, 9, 10, 12 and 13.

(18) See footnotes 5, 11 and 14.

COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's common stock (collectively, "Reporting Persons"), to
file with the Securities and Exchange Commission ("SEC") reports about their
beneficial ownership of the Company's securities. All Reporting Persons are
required by the SEC to furnish the Company with copies of all reports that they
file. Based solely on a review of Section 16 reports received by the Company
from Reporting Persons, the Company believes that each of Condy, Porat,
Schachman, Fox, Aaron and Shevrin have failed to file a Form 5 on a timely basis
reporting the options granted to them during the transition period ended June
30, 1999.

2001 STOCKHOLDER PROPOSALS

In order for stockholder proposals for the 2001 Annual Meeting of
Stockholders to be eligible for inclusion in the Company's 2001 Proxy Statement,
they must be received by the Company at its principal executive offices, (Attn:
Secretary), on or prior to November 30, 2000. The Board of Directors will review
any stockholder proposals that are filed as required and will determine whether
such proposals meet applicable criteria for inclusion in the Company's 2001
Proxy Statement for the Annual Meeting.

OTHER MATTERS

The Company currently knows of no other business that will be presented
for consideration at the 2000 Annual Meeting. If any other business is properly
brought before the meeting, it is intended that proxies in the enclosed form
will be voted in respect thereof in accordance with the judgment of the persons
voting the proxies. If any such matters are

presented at the meeting, then the proxy agents named in the enclosed proxy card
will vote in accordance with their judgment.

THE COMPANY SHALL PROVIDE TO ANY STOCKHOLDER, WITHOUT CHARGE, A COPY OF THE
COMPANY'S TRANSITION REPORT ON FORM 10-KSB FOR THE TRANSITION PERIOD ENDED JUNE
30, 1999, UPON THE WRITTEN REQUEST THEREFOR TO GLOBAL TECHNOLOGIES, LTD., 1811
CHESTNUT STREET, SUITE 120, PHILADELPHIA, PENNSYLVANIA 19103, ATTENTION: S.
LANCE SILVER, ASSISTANT SECRETARY.

/s/ IRWIN L. GROSS
Irwin L. Gross, Chairman of the Board and
Chief Executive Officer
April 17, 2000

PROXY

GLOBAL TECHNOLOGIES, LTD.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Irwin L. Gross and Charles T. Condy
(with full power to act without the other and with power to appoint his
substitute) as the undersigned's proxies to vote all shares of Class A Common
Stock of the undersigned in Global Technologies, Ltd., a Delaware corporation
(the "Company"), which the undersigned would be entitled to vote at the Annual
Meeting of Stockholders of the Company to be held at the Rihga Royal Hotel,
located at 151 West 54th Street, New York, New York, on Thursday May 11, 2000,
at 10:00 a.m., local time, and at any postponement or adjournments or
postponements thereof, in the manner indicated below and on the reverse side
hereof.

The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders to be held on May 11, 2000 and the Proxy Statement of
the Company, each dated April 17, 2000, and the Company's Annual Report for the
transition period ended June 30, 1999 and Letter to Stockholders.

The undersigned hereby revokes any proxy to vote shares of Class A
Common Stock of the Company heretofore given by the undersigned.

Please complete, sign on the reverse side and return promptly in the
enclosed envelope.

THE SHARES OF CLASS A COMMON STOCK REPRESENTED BY THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE INSTRUCTIONS SET FORTH BELOW AND ON THE REVERSE SIDE HEREOF.
IN THE ABSENCE OF ANY INSTRUCTIONS, SUCH SHARES WILL BE VOTED "FOR" THE ELECTION
OF ALL NOMINEES LISTED IN PROPOSAL 1 AND "FOR" THE APPROVAL OF PROPOSALS 2, 3
AND 4.

1. ELECTION OF DIRECTORS

[ ] FOR all nominees listed below (except as marked to the contrary below)

[ ] WITHHOLD AUTHORITY to vote for all nominees listed below:

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)

- --------------------------------------------------------------------------------

Nominees: M. Moshe Porat, Class I
James W. Fox, Class I
Charles T. Condy, Class II
Stephen Schachman, Class II
Irwin L. Gross, Class III

2. Proposal to ratify the grant of options to purchase 1,500,000 shares of the
Company's Class A Common Stock to Irwin L. Gross, Chairman of the Board and
Chief Executive Officer of the Company.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Proposal to ratify the appointment of KPMG LLP, certified public
accountants, as independent auditors of the Company for the fiscal year
ending June 30, 2000.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion such other business as may properly come before the
meeting and any and all adjournments thereof.

Dated
-----------------------------------

----------------------------------------
Signature

----------------------------------------
Signatures, if held jointly

----------------------------------------
Title ( if applicable)

Please date and sign exactly as name
appears on this proxy card, and promptly
return in the enclosed envelope. When
signing as guardian, executor,
administrator, attorney, trustee,
custodian, or in any other similar
capacity, please give full title. If a
corporation, sign in full corporate name
by president or other authorized
officer, giving title, and affix
corporate seal. If a partnership, sign
in partnership name by authorized
person. In the case of joint ownership,
each joint owner must sign.