Exhibit 10.6

                                   ASSIGNMENT

     THIS  ASSIGNMENT  made as of the 12th day of  February  2002 by and between
OCEAN CASTLE PARTNERS LLC, a Delaware limited  liability  company  ("Assignor"),
and GLOBAL TECHNOLOGIES, LTD., a Delaware corporation ("Assignee").

          WHEREAS,  Assignor  has  entered  into  a  Consulting  and  Management
     Agreement (the "Agreement") with TNCI UK Limited, a company organized under
     the laws of England and Wales ("TNCI UK") whereby TNCI UK has agreed to pay
     certain  compensation  and reimburse  certain expenses  (collectively,  the
     "Compensation")  to Assignor in  connection  with  Assignor's  provision of
     services to Assignee as enumerated in the Agreement.

          WHEREAS,  Assignor  desires to assign its right under the Agreement to
     receive  a part  of the  Compensation,  and  all of its  right,  title  and
     interest  in and to such  portion of the  Compensation,  to  Assignee,  and
     Assignee  desires to accept such  assignment,  all subject to the terms and
     conditions set forth below.

     NOW,  THEREFORE,  in consideration of Ten Dollars ($10.00),  and other good
and  valuable  consideration,  the  receipt  and  adequacy  of which are  hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:

          1. ASSIGNMENT.  Assignor hereby assigns, sets over, transfers, conveys
     and delivers its right  pursuant to the  Agreement to receive a part of the
     Compensation as it shall determine in its sole  discretion,  and all of its
     right,  title and interest in and to such portion of the  Compensation,  to
     Assignee,  and  agrees to  execute  and  deliver  to  Assignee  such  other
     instruments  or documents and take such other actions as Assignee from time
     to time may reasonably request to effect, evidence,  record or confirm such
     assignment. Assignee hereby accepts such assignment.

          2. TERMINATION. This Assignment shall terminate, become null, void and
     of no further force or effect  immediately,  automatically  and without any
     action on the part of either party hereto at such time, if any, as Assignee
     shall  suffer  an  event  of  Bankruptcy  (as  defined   below),   Assignee
     discontinues  its  business  operations,  or Irwin L.  Gross  ceases  to be
     employed by Assignee. "Bankruptcy" shall mean (A) a receiver, liquidator or
     trustee of Assignee 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) Assignee shall be adjudicated bankrupt or insolvent;  (C)
     a  substantial  part of the property of Assignee  shall be  sequestered  by
     court  order and such order  shall  remain in effect for more than 30 days;
     (D) a petition to reorganize Assignee under any bankruptcy,  reorganization
     or  insolvency  law  shall be  filed  against  Assignee  and  shall  not be
     dismissed  within 30 days  after such  filing;  (E)  Assignee  shall file a
     petition  in  voluntary  bankruptcy  or  request  reorganization  under any
     provision of any bankruptcy,  reorganization or insolvency law, or Assignee
     shall consent to the filing of any petition  against it under any such law;
     or (F) Assignee  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
     Assignee, or of all or any substantial part of its properties.

                                                                               1

          3. MISCELLANEOUS. This Assignment constitutes the entire agreement and
     understanding  of the  parties  hereto with  respect to the subject  matter
     hereof  and   supersedes  all  prior  or   contemporaneous   agreements  or
     understandings,  and  may be  amended  only  in a  writing  signed  by both
     parties.  This Assignment shall inure to the benefit of and be binding upon
     the parties hereto and their respective successors and assigns. In case any
     provision  in this  Assignment  shall be  invalid  or  unenforceable,  such
     invalidity or unenforceability shall not affect any other provision hereof.
     This Assignment shall be governed and construed in accordance with the laws
     of the  Commonwealth  of  Pennsylvania,  without  regard to  principles  of
     conflict of laws.


     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Assignment in the City of Philadelphia,  Commonwealth of Pennsylvania, as of the
date first set forth above.


ASSIGNOR:                                ASSIGNEE:
OCEAN CASTLE PARTNERS LLC                GLOBAL TECHNOLOGIES, LTD.


By: /s/ Irwin L. Gross                   By: /s/ S. Lance Silver
    ---------------------------------        -----------------------------------
    Name: Irwin L. Gross                     Name: S. Lance Silver
          ---------------------------              -----------------------------
    Title: Manager                           Title: General Counsel
           --------------------------               ----------------------------

                                                                               2