EXHIBIT 10.37

 Warrant No.: BAT-01



THIS WARRANT AND THE UNDERLYING  SECURITIES HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "SECURITIES  ACT"),  OR ANY  OTHER
SECURITIES  LAWS,  HAVE  BEEN  TAKEN  FOR  INVESTMENT,  AND  MAY  NOT BE SOLD OR
TRANSFERRED  OR OFFERED FOR SALE OR  TRANSFER  UNLESS A  REGISTRATION  STATEMENT
UNDER THE SECURITIES ACT AND OTHER  APPLICABLE  SECURITIES  LAWS WITH RESPECT TO
SUCH SECURITIES IS THEN IN EFFECT, OR IN THE OPINION OF COUNSEL TO THE ISSUER OF
THESE  SECURITIES),  SUCH  REGISTRATION  UNDER  THE  SECURITIES  ACT  AND  OTHER
APPLICABLE SECURITIES LAWS IS NOT REQUIRED.

                             Date: December 21, 2000


                           GLOBAL TECHNOVATIONS, INC.

                  WARRANT FOR THE PURCHASE OF 280,000 SHARES OF

                                  COMMON STOCK

    Warrant Price: $3.00 per share, subject to adjustment as provided below.


THIS IS TO CERTIFY that, for value  received,  Boston Advanced  Technologies,  a
Delaware  corporation  and  its  successors  and  assigns   (collectively,   the
"Holder"),  is  entitled  to  purchase,  subject  to the  terms  and  conditions
hereinafter set forth,  280,000 shares of the common stock ("Common Stock"),  of
Global  Technovations,  Inc., a Delaware  corporation  (the  "Company"),  and to
receive certificates for the Common Stock so purchased.

Exercise  Period.  This Warrant may be exercised  during the period beginning on
the earlier of (i) the effective date of a registration  statement  covering the
shares of Common Stock or (ii) one year from the date of this Warrant and ending
at 6:00 p.m. New York time on December 20, 2005 (the  "Exercise  Period").  This
Warrant will terminate  automatically and immediately upon the expiration of the
Exercise Period.

Exercise of Warrant. This Warrant may be exercised,  in whole or in part, at any
time and from time to time during the Exercise  Period.  Such exercise  shall be
accomplished  by tender to the Company of the purchase  price set forth above as
the  warrant  price  (the  "Warrant  Price"),  in cash by  wire  transfer  or by
certified  check or bank cashier's  check,  payable to the order of the Company,
together with  presentation and surrender to the Company of this Warrant with an
executed  subscription  in  substantially  the form attached hereto as Exhibit A
(the "Subscription"). Upon receipt of the foregoing, the Company will deliver to
the Holder, as promptly as possible, a certificate or certificates  representing
the shares of Common Stock so purchased, registered in the name of the Holder or
its  transferee  (as  permitted  under  Section 3 below).  With  respect  to any
exercise of this  Warrant,  the Holder  will for all  purposes be deemed to have
become the holder of record of the  number of shares of Common  Stock  purchased
hereunder on the date this Warrant, a properly executed Subscription and payment
of  the  Warrant  Price  is  received  by the  Company  (the  "Exercise  Date"),
irrespective of the date of delivery of the certificate  evidencing such shares,
except that,  if the date of such receipt is a date on which the stock  transfer
books of the Company  are closed,  such person will be deemed to have become the
holder of such shares at the close of business  on the next  succeeding  date on
which the stock transfer books are open.  Fractional shares of Common Stock will
not be issued  upon the  exercise  of this  Warrant.  In lieu of any  fractional
shares that would have been issued but for the immediately  preceding  sentence,
the Holder will be entitled to receive cash equal to the current market price of
such  fraction  of a share  of  Common  Stock  on the  trading  day  immediately
preceding the Exercise Date. In the event this Warrant is exercised in part, the
Company shall issue a new Warrant to the Holder covering the aggregate number of
shares of Common Stock as to which this Warrant remains exercisable for.


Transferability and Exchange.

This Warrant, and the Common Stock issuable upon the exercise hereof, may not be
sold,  transferred,  pledged or hypothecated  unless the Company shall have been
provided with an opinion of the  Company's  counsel that such transfer is not in
violation of the  Securities  Act, and any  applicable  state  securities  laws.
Subject to the  satisfaction  of the aforesaid  condition,  this Warrant and the
underlying shares of Common Stock shall be transferable from time to time by the
Holder upon written notice to the Company.  If this Warrant is  transferred,  in
whole or in part,  the Company  shall,  upon  surrender  of this  Warrant to the
Company,  deliver to each  transferee  a Warrant  evidencing  the rights of such
transferee to purchase the number of shares of Common Stock that such transferee
is  entitled  to purchase  pursuant  to such  transfer.  The Company may place a
legend  similar  to the  legend at the top of this  Warrant  on any  replacement
Warrant and on each  certificate  representing  shares issuable upon exercise of
this Warrant or any replacement  Warrants.  Only a registered Holder may enforce
the provisions of this Warrant against the Company. A transferee of the original
registered  Holder becomes a registered Holder only upon delivery to the Company
of the original  Warrant and an original  Assignment,  substantially in the form
set forth in Exhibit B attached hereto.

This Warrant is exchangeable upon its surrender by the Holder to the Company for
new Warrants of like tenor and date  representing  in the aggregate the right to
purchase the number of shares purchasable  hereunder,  each of such new Warrants
to represent the right to purchase such number of shares as may be designated by
the Holder at the time of such surrender.

Adjustments  to Warrant  Price and  Number of Shares  Subject  to  Warrant.  The
Warrant  Price and the  number of shares of Common  Stock  purchasable  upon the
exercise of this  Warrant are subject to  adjustment  from time to time upon the
occurrence of any of the events  specified in this Section 4. For the purpose of
this Section 4, "Common  Stock" means shares now or hereafter  authorized of any
class of common stock of the Company and any other stock of the Company, however
designated,  that has the right to participate in any distribution of the assets
or earnings of the Company without limit as to per share amount (excluding,  and
subject to any prior rights of, any class or series of preferred stock).


In case the Company shall (i) pay a dividend or make a distribution in shares of
Common Stock or other  securities,  (ii)  subdivide  its  outstanding  shares of
Common  Stock into a greater  number of shares,  (iii)  combine its  outstanding
shares of  Common  Stock  into a smaller  number  of  shares,  or (iv)  issue by
reclassification  of its shares of Common Stock other securities of the Company,
then  the  Warrant  Price in  effect  at the  time of the  record  date for such
dividend  or  on  the  effective  date  of  such  subdivision,   combination  or
reclassification,  and/or  the number and kind of  securities  issuable  on such
date,  shall be  proportionately  adjusted  so that the  Holder  of any  Warrant
thereafter  exercised shall be entitled to receive the aggregate number and kind
of shares of Common Stock (or such other  securities other than Common Stock) of
the Company, at the same aggregate Warrant Price, that, if such Warrant had been
exercised  immediately prior to such date, the Holder would have owned upon such
exercise and been entitled to receive by virtue of such dividend,  distribution,
subdivision,  combination or  reclassification.  Such  adjustment  shall be made
successively whenever any event listed above shall occur.


In case the Company shall fix a record date for the making of a distribution  to
all holders of Common Stock (including any such  distribution made in connection
with  a  consolidation   or  merger  in  which  the  Company  is  the  surviving
corporation)  of cash,  evidences of  indebtedness  or assets,  or  subscription
rights or  warrants,  the Warrant  Price to be in effect  after such record date
shall be determined by multiplying the Warrant Price in effect immediately prior
to such record date by a fraction,  the  numerator of which shall be the current
market price per share of Common  Stock on such record date,  less the amount of
cash so to be distributed (or the fair market value (as determined in good faith
by, and  reflected  in a formal  resolution  of, the Board of  Directors  of the
Company)  of the portion of the assets or  evidences  of  indebtedness  so to be
distributed, or of such subscription rights or warrants, applicable to one share
of Common Stock, and the denominator of which shall be such current market price
per share of Common Stock. Such adjustment shall be made  successively  whenever
such a record date is fixed;  and in the event that such  distribution is not so
made,  the Warrant  Price shall again be adjusted to be the Warrant  Price which
would then be in effect if such record date had not been fixed.

For purposes of this Warrant  "current market price" shall mean the price of the
Company's  Common  Stock  determined  as of the last  business day for which the
prices or quotes below are  available:  (i) the closing  price of the  Company's
Common Stock appearing on a national securities exchange if the principal market
for such Common  Stock is such an exchange or if not listed or if such  exchange
is not the principal  market,  appearing on the Nasdaq Stock Market  ("Nasdaq");
(ii) if the principal  market for the Company's  Common Stock is not an exchange
or Nasdaq,  then the average bid and asked price for its Common  Stock as listed
on the National  Association  of Securities  Dealers,  Inc.'s OTC Bulletin Board
("OTC-BB");  or (iii) if the principal  market for Company's Common Stock is not
an exchange,  Nasdaq or the OTC-BB, then the average bid and asked price for the
Company's  Common Stock as reported in the  National  Quotation  Bureau's  "pink
sheets";  or (iv) if the Common  Stock is not so listed as  provided  in Section
4(c)(i), (ii) or (iii) above, and bid and asked prices are not so reported,  the
"current market price" shall be an amount  determined in such reasonable  manner
as may be prescribed by the Board of Directors of the Company.


Notwithstanding  any  provision  herein to the  contrary,  no  adjustment in the
Warrant Price shall be required unless such adjustment would require an increase
or decrease of at least 1% in the Warrant  Price;  provided,  however,  that any
adjustments  which by reason of this  subsection (d) are not required to be made
shall be carried  forward and taken into account in any  subsequent  adjustment.
All  calculations  under this Section 4 shall be made to the nearest cent or the
nearest one-hundredth of a share, as the case may be.

In the event that at any time,  as a result of an  adjustment  made  pursuant to
subsection  (a) above,  the Holder of any  Warrant  thereafter  exercised  shall
become entitled to receive any shares of capital stock of the Company other than
shares of Common Stock, thereafter the number of such other shares so receivable
upon exercise of any Warrant shall be subject to adjustment from time to time in
a manner and on terms as nearly equivalent as practicable to the provisions with
respect to the shares of Common Stock contained in this Section 4, and the other
provisions of this Warrant shall apply on like terms to any such other shares.


If the  Company  merges or  consolidates  into or with  another  corporation  or
entity,  or if another  corporation  or entity  merges  into or with the Company
(excluding  such a merger in which the Company is the  surviving  or  continuing
corporation  and  which  does not  result in any  reclassification,  conversion,
exchange,  or cancellation of the outstanding shares of Common Stock), or if all
or  substantially  all of the  assets or  business  of the  Company  are sold or
transferred to another  corporation,  entity, or person, then, as a condition to
such  consolidation,  merger,  or sale (a  "Transaction"),  lawful and  adequate
provision  shall be made  whereby the Holder shall have the right from and after
the Transaction to receive, upon exercise of this Warrant and upon the terms and
conditions  specified  herein and in lieu of the shares of the Common Stock that
would have been issuable if this Warrant had been exercised  immediately  before
the Transaction, such shares of stock, securities, or assets as the Holder would
have owned  immediately  after the  Transaction if the Holder had exercised this
Warrant immediately before the effective date of the Transaction.

In case any event shall occur as to which the other provisions of this Section 4
are not strictly  applicable  but the failure to make any  adjustment  would not
fairly  protect the purchase  rights  represented  by this Warrant in accordance
with the essential  intent and principles  hereof,  then, in each such case, the
Company shall effect such  adjustment,  on a basis consistent with the essential
intent and  principles  established  in this  Section 4, as may be  necessary to
preserve, without dilution, the purchase rights represented by this Warrant.


Registration  Rights.  The Holder (including any transferee  pursuant to Section
3)shall be  entitled to the  benefits  of and the Company  agrees to execute and
deliver to the Holder a Registration  Rights  Agreement,  a form of which is set
forth in Exhibit C attached hereto.


Reservation  of Shares.  The  Company  agrees at all times to  reserve  and hold
available out of its authorized  but unissued  shares of Common Stock the number
of shares of Common Stock  issuable upon the full exercise of this Warrant.  The
Company further covenants and agrees that all shares of Common Stock that may be
delivered upon the exercise of this Warrant will,  upon delivery,  be fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
purchase thereof hereunder.


Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares
of Common  Stock  purchasable  upon the  exercise of this  Warrant)  pursuant to
Section 4, the Company shall promptly thereafter cause to be given to the Holder
written notice of such  adjustment.  Such notice shall include the Warrant Price
(and/or the number of shares of Common  Stock  purchasable  upon the exercise of
this Warrant) after such  adjustment,  and shall set forth in reasonable  detail
the Company's  method of calculation and the facts upon which such  calculations
were  based.  Where  appropriate,  such  notice  shall be given in  advance  and
included as a part of any notice required to be given under the other provisions
of this Section 7.

In the event of (a) any fixing by the Company of a record  date with  respect to
the  holders  of any class of  securities  of the  Company  for the  purpose  of
determining   which  of  such   holders  are  entitled  to  dividends  or  other
distributions, or any rights to subscribe for, purchase or otherwise acquire any
shares of capital stock of any class or any other securities or property,  or to
receive any other  right,  (b) any capital  reorganization  of the  Company,  or
reclassification  or recapitalization of the capital stock of the Company or any
transfer  of all or  substantially  all of the assets or business of the Company
to, or  consolidation or merger of the Company with or into, any other entity or
person,  or (c) any voluntary or  involuntary  dissolution  or winding up of the
Company,  then and in each such event the Company will give the Holder a written
notice  specifying,  as the case may be (i) the record  date for the  purpose of
such dividend,  distribution,  or right, and stating the amount and character of
such  dividend,  distribution,  or  right;  or (ii) the  date on which  any such
reorganization,  reclassification,  recapitalization,  transfer,  consolidation,
merger, conveyance, dissolution, liquidation, or winding up is to take place and
the time,  if any is to be fixed,  as of which the  holders  of record of Common
Stock (or such capital stock or securities  receivable upon the exercise of this
Warrant)  shall be entitled to exchange  their  shares of Common  Stock (or such
other stock  securities) for securities or other property  deliverable upon such
event.  Any such  notice  shall be given at least 10 days prior to the  earliest
date therein specified.


No Rights as a  Stockholder.  This  Warrant  does not  entitle the Holder to any
voting rights or other rights as a stockholder of the Company,  nor to any other
rights whatsoever except the rights herein set forth.


Additional  Covenants of the Company.  For so long as the Common Stock is listed
for trading on any national  securities exchange or the Nasdaq Stock Market, the
Company  shall,   upon  issuance  of  any  shares  for  which  this  Warrant  is
exercisable,  at its expense,  promptly  obtain and maintain the listing of such
shares.


The Company  shall  comply with the  reporting  requirements  of Sections 13 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") for so long as
and to the extent that such requirements apply to the Company.


The  Company  shall  not,  by  amendment  of  its  Articles  or  Certificate  of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant.  Without limiting the generality of the foregoing, the Company (a) will
at all times reserve and keep  available,  solely for issuance and delivery upon
exercise of this Warrant, shares of Common Stock issuable from time to time upon
exercise of this  Warrant,  (b) will not increase the par value of any shares of
capital stock  receivable upon exercise of this Warrant above the amount payable
therefor  upon  such  exercise,  and (c) will  take all such  actions  as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable stock.


Successors and Assigns.  This  Agreement  shall be binding upon and inure to the
benefit of the Company, the Holder and their respective successors and permitted
assigns.


Notices.  The  Company  agrees to  maintain  a ledger of the  ownership  of this
Warrant (the "Ledger").  Any notice hereunder shall be given by Federal Express,
other  overnight  delivery  service or registered  or certified  mail, if to the
Company at its principal  executive  office and, if to the Holder to its address
shown in the Ledger of the Company;  provided,  however, that either the Company
or the  Holder  may at any  time on  three  days  written  notice  to the  other
designate or  substitute  another  address  where notice is to be given.  Notice
shall be deemed given and received  after such notice has been  delivered to the
Federal Express or other overnight delivery service,  or certified or registered
letter, properly addressed with postage prepaid, is deposited in the U.S. mail.


Severability.  Every  provision of this Warrant is intended to be severable.  If
any term or  provision  hereof is illegal or invalid for any reason  whatsoever,
such illegality or invalidity shall not affect the remainder of this Warrant.


Governing  Law.  This Warrant  shall be governed by and  construed in accordance
with the laws of the State of Florida without giving effect to the principles of
choice of laws thereof.


Attorneys' Fees. In any action or proceeding brought to enforce any provision of
this  Warrant,  the  prevailing  party shall be  entitled to recover  reasonable
attorneys'  fees in addition to its costs and expenses  and any other  available
remedy.


Entire  Agreement.   This  Warrant  (including  the  Exhibits  attached  hereto)
constitutes  the entire  understanding  between  the Company and the Holder with
respect to the subject  matter hereof,  and  supersedes all prior  negotiations,
discussions, agreements and understandings relating to such subject matter.


<PAGE>





IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be executed by its
duly authorized officer as of the date first set forth above.


Global Technovations, Inc.



By: _________________________________________________
        David Natan, Vice President


<PAGE>

                                       A-2

                                    Exhibit A

                                SUBSCRIPTION FORM


(To be Executed by the Holder to Exercise the Rights To Purchase Common Stock
 Evidenced by the Within Warrant)

         The undersigned hereby irrevocably subscribes for _______ shares of the
Common  Stock  (the  "Stock")  of Global  Technovations,  Inc.  (the  "Company")
pursuant to and in  accordance  with the terms and  conditions  of the  attached
Warrant  (the  "Warrant"),  and hereby  makes  payment of  $_______  therefor by
tendering  cash,  wire  transferring  or  delivering  a certified  check or bank
cashier's check,  payable to the order of the Company.  The undersigned requests
that a certificate for the Stock be issued in the name of the undersigned and be
delivered to the  undersigned at the address  stated below.  If the Stock is not
all of the shares purchasable  pursuant to the Warrant, the undersigned requests
that a new  Warrant  of like  tenor  for the  balance  of the  remaining  shares
purchasable  thereunder be delivered to the  undersigned  at the address  stated
below.

         In connection with the issuance of the Stock, I hereby represent to the
Company that I am acquiring the Stock for my own account for  investment and not
with a view to, or for resale in connection  with, a distribution  of the shares
within the meaning of the  Securities  Act of 1933, as amended (the  "Securities
Act").

         I understand that because the Stock has not been  registered  under the
Securities  Act,  I must  hold  such  Stock  indefinitely  unless  the  Stock is
subsequently registered and qualified under the Securities Act or is exempt from
such registration and qualification.  I shall make no transfer or disposition of
the  Stock  unless  (a)  such  transfer  or  disposition  can  be  made  without
registration  under the  Securities  Act by reason of a specific  exemption from
such registration and such  qualification,  or (b) a registration  statement has
been filed pursuant to the  Securities Act and has been declared  effective with
respect to such  disposition.  I agree that each  certificate  representing  the
Stock  delivered  to me shall  bear  substantially  the same as set forth on the
front page of the Warrant.

         I agree  to  execute  an  accredited  investor  questionnaire  prior to
exercising this warrant.  I further agree that my right to exercise this warrant
is  subject to  compliance  with the  Securities  Act and all  applicable  state
securities laws.

         I agree that each  certificate  representing  the Stock delivered to me
shall bear  substantially  the same legend as set forth on the front page of the
Warrant.

         I  further  agree  that  the  Company  may  place  stop  orders  on the
certificates  evidencing the Stock with the transfer  agent, if any, to the same
effect as the above  legend.  The legend and stop  transfer  notice  referred to
above shall be removed only upon my  furnishing  to the Company of an opinion of
counsel (reasonably  satisfactory to the Company) to the effect that such legend
may be removed.

Date:____________________________________________

Signed:__________________________________________

Address:_________________________________________



<PAGE>





                                       B-1

                                    Exhibit B

                                   ASSIGNMENT

(To be Executed by the Holder to Effect Transfer of the Attached Warrant)


For  Value  Received   __________________________   hereby  sells,  assigns  and
transfers  to  _________________________  the  Warrant  attached  hereto and the
rights  represented  thereby to  purchase  _________  shares of Common  Stock in
accordance  with the terms and conditions  hereof,  and does hereby  irrevocably
constitute  and appoint  _________________________  as attorney to transfer such
Warrant on the books of the Company with full power of substitution.

Dated:________________________           Signed: _____________________________


Please print or typewrite               Please insert Social Security
name and address of                     or other Tax Identification
assignee:                               Number of Assignee:

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

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


<PAGE>



                                    Exhibit C

                          REGISTRATION RIGHTS AGREEMENT


This  Registration  Rights Agreement (the  "Agreement")  entered into as of this
21st day of  December,  2000 by and  between  Global  Technovations,  Inc.  (the
"Company"),  a Delaware corporation,  and all persons who execute this Agreement
and shows names and addresses are reflected on Schedule 1 to this Agreement,  as
it may be amended from time to time, (the "Holders").

_________Definitions

         Affiliate: With reference to any designated Person, any Person that has
a  relationship  with such  designated  Person  whereby  either of such  Persons
directly or indirectly  controls or is controlled by or is under common  control
with the other. For this purpose "control" means the power,  direct or indirect,
of one Person to direct or cause  direction  of the  management  and policies of
another, whether by contract, through voting securities or otherwise.

         Commission:  The  Securities and Exchange  Commission  or  any  other
governmental  body  at  the  time administering the Securities Act.

         Common Stock: The Company's  authorized common stock, as constituted on
the date  hereof,  any stock into  which such  Common  Stock may  thereafter  be
changed and any stock of the Company of any other class,  which is not preferred
as to dividends or assets over any other class of stock of the Company and which
is not  subject to  redemption,  issued to the  holders of shares of such Common
Stock upon any re-classification thereof.

         Company  Securities:  Any  equity  securities  proposed  to be sold by
the  Company  in the  registration statement referred to.

         Person:  A  corporation,  an  association,  a  partnership,  a  limited
liability  company, a joint venture,  a trust, an organization,  a business,  an
entity,  an  individual,  a  government  or political  subdivision  thereof or a
governmental body.

         Registrable Securities:  Common Stock and any securities of the Company
issued with respect to the Common Stock by way of stock  dividend or stock split
or  in  connection  with  a  combination,   recapitalization,   share  exchange,
consolidation  or other  reorganization  of the Company.  As to any  Registrable
Securities, once issued such securities shall cease to be Registrable Securities
when (i) a registration  statement  with respect to the sale of such  securities
shall have become  effective under the Securities Act and such securities  shall
have been disposed of in accordance with such registration statement,  (ii) they
shall have been distributed to the public pursuant to Rule 144 (or any successor
provision)  under the  Securities  Act,  (iii) they  shall  have been  otherwise
transferred,  new certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent  disposition of
them  shall  not  require  registration  or  qualification  of  them  under  the
Securities  Act or any similar state law then in force,  or (iv) they shall have
ceased to be outstanding.

         Selling Expenses: All underwriting  discounts,  selling commissions and
stock transfer taxes applicable to the securities  registered by the Holders and
all fees and disbursements of counsel for the Holders.

Capitalized  terms used in this Agreement but not otherwise defined herein shall
have the meanings  ascribed to such terms in the Warrants  issued to the Holders
by the Company as of the same date.

               Registration Rights.

(a) If the Company at any time proposes to register any of its equity securities
under the  Securities  Act on any form  other  than Form S-4 or Form S-8 (or any
similar or successor  form then in effect),  whether or not for sale for its own
account,  and if the  registration  form proposed to be used may be used for the
registration of Registrable Securities,  the Company will in each such case give
prompt written notice (and in any event at least 10 business days' prior written
notice prior to the filing of such  registration  statement) to the Holders,  at
the addresses  specified on Schedule 2(a) hereto, of the Company's  intention to
do so, such notice to specify the  securities  to be  registered,  the  proposed
numbers and amounts  thereof  and the date not less than 20 days  thereafter  by
which the Company must receive the Holders'  written  indication  of whether the
Holders  wish to  include  their  Registrable  Securities  in such  registration
statement  and  advising  the Holders of their rights under this Section 2. Upon
the written  request of any Holder made on or before the date  specified in such
notice  (which  request  shall  specify  the  number of  Registrable  Securities
intended to be disposed of by such  Holder),  the Company  will,  subject to the
limitations of Section 3.2(a) and to the extent  permitted  under Section 7, use
its best  efforts to cause all such  Registrable  Securities,  which the Holders
have  so  requested  the  registration  thereof,  to  be  registered  under  the
Securities  Act (with the  securities  that the Company at the time  proposes to
register),  to the extent requisite to permit the sale or other  disposition (in
accordance with the intended methods thereof as aforesaid) by the Holders of the
Registrable Securities to be so registered.

(b)  Notwithstanding  anything to the  contrary  in this  Section 2, the Company
shall have the right to discontinue any registration under this Section 2 at any
time prior to the effective date of such  registration  if the  registration  of
other  securities  giving  rise to such  registration  under  this  Section 2 is
discontinued.

              Registration Procedures.

         3.1      Obligations of the Company.

         If and  whenever  the Company is required by the  provisions  hereof to
effect  or cause  the  registration  of any  Registrable  Securities  under  the
Securities  Act as  provided  herein,  the Company  will,  as  expeditiously  as
possible:

(c) prepare and file with the Commission (in the case of a registration pursuant
to Section 2, such filing to be made as soon  thereafter  as possible but in any
event  within 60 days after the  request by any Holder to  register  Registrable
Securities) a registration statement with respect to such Registrable Securities
and use all commercially reasonable efforts to cause such registration statement
to become and remain  effective  (provided  that,  before filing a  registration
statement or prospectus or any  amendments or supplements  thereto,  the Company
will  furnish to one  counsel,  as  selected by the Holders of a majority of the
Registrable Securities, (the "Counsel") copies of all such documents proposed to
be filed);

(d) prepare and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration  statement  effective as provided in Section
3.2(a) and to comply with the  provisions of the  Securities Act with respect to
the sale or other  disposition  of all securities  covered by such  registration
statement  during  such  period  in  accordance  with the  intended  methods  of
disposition  by the seller or  sellers  thereof  set forth in such  registration
statement;

(e) furnish to Counsel for the Holders and each  underwriter  of the  securities
being sold by the Holder  such number of copies of such  registration  statement
and of each such  amendment and  supplement  thereto (in each case including all
exhibits), such number of copies of the prospectus included in such registration
statement  (including  each  preliminary  prospectus),  in  conformity  with the
requirements  of the Securities Act, and such other  documents,  as such Counsel
may reasonably  request, in substantially the form in which they are proposed to
be filed with the  Commission,  in order to facilitate  the public sale or other
disposition of the Registrable Securities owned by the Holder;

(f)  use all  commercially  reasonable  efforts  to  register  or  qualify  such
Registrable  Securities covered by such registration  statement under such other
securities  or blue sky laws of New York and New Jersey and do any and all other
acts and things  which may be  necessary  or advisable to enable the Holders and
any underwriter to consummate the disposition in such jurisdiction;

(g) use all commercially reasonable efforts to cause such Registrable Securities
covered by such registration statement to be registered with or approved by such
other  governmental  agencies or authorities  as may be reasonably  necessary to
enable  the  Holders  to  consummate  the   disposition  of  their   Registrable
Securities;

(h)  notify  the  Holders  at any  time  when a  prospectus  relating  to  their
Registrable  Securities is required to be delivered under the Securities Act, of
the  Company's  becoming  aware  that the  prospectus  included  in the  related
registration  statement,  as then in effect,  includes an untrue  statement of a
material fact or omits to state any material fact required to be stated  therein
or  necessary  to make the  statements  therein not  misleading  in light of the
circumstances then existing, and promptly prepare and furnish to the Holders and
each underwriter a reasonable  number of copies of a prospectus  supplemented or
amended so that, as thereafter  delivered to the purchasers of such  Registrable
Securities,  such prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements  therein not misleading in the light of the circumstances
then existing;

(i)      otherwise use all commercially  reasonable  efforts to comply with all
applicable rules and regulations of the Commission;

(j) to the extent  applicable if the principal  trading market for the Company's
common stock is one of the following exchanges or markets,  use all commercially
reasonable efforts (i) to cause all such Registrable  Securities covered by such
registration  statement to be listed on a national  securities exchange (if such
Registrable  Securities  are not  already  so  listed)  and on  each  additional
national  securities  exchange on which similar securities issued by the Company
are then listed, if the listing of such Registrable Securities is then permitted
under the rules of such  exchange,  or (ii) to  secure  designation  of all such
Registrable  Securities  covered  by such  registration  statement  as a  Nasdaq
"national  market  system  security" or "small cap system  security"  within the
meaning of Rule 11Aa2-1 of the  Commission  or,  failing  that, to secure Nasdaq
authorization for such Registrable Securities;

(k) enter into such agreements (including an underwriting agreement in customary
form) and take such other  actions as the Holders  shall  reasonably  request in
order to expedite or facilitate the disposition of its Registrable Securities;

(l)  make  available  for  inspection  by the  Holders  and  by any  underwriter
participating  in any disposition to be effected  pursuant to such  registration
statement and by any attorney, accountant or other agent retained by the Holders
or any such underwriter,  all pertinent  financial and other records,  pertinent
corporate  documents  and  properties  of  the  Company,  and  cause  all of the
Company's officers, directors,  employees and the independent public accountants
who have audited its financial  statements to supply all information  reasonably
requested by each participating  Holder,  underwriter,  attorney,  accountant or
agent in connection with such registration statement;

(m) in the case of an underwritten  offering,  enable the Registrable Securities
to be in such denominations and registered in such names as the underwriters may
request  at  least  two  business  days  prior  to the  sale of the  Registrable
Securities; and

(n) notify the Holders of any stop order  threatened or issued by the Commission
and take all  actions  reasonably  necessary  to prevent  the entry of such stop
order or to remove it if entered.

         Section 3.2       Other Procedures.

         (a) The Company  shall be required to maintain the  effectiveness  of a
registration  statement  until the  earlier of (i) the sale of all Common  Stock
owned by the  Holders  or (ii) a total of three  months.  In the event  that the
registration statement is required to be amended or supplemented and the Company
gives the Holders notice of such requirement, the Holders shall cease all sales.
The  Company  shall have no  liability  to the Holders for delays in the Holders
being able to sell the  Registerable  Securities (i) as long as the Company uses
its best efforts to file  post-effective  amendments or supplements,  (ii) where
the required  financial  statements  are  unavailable or (iii) where the Company
would be required to disclose  information that it has no duty to disclose under
the  Securities  Act,  the  Exchange  Act, or the rules and  regulations  of the
Commission.

         (b) The Holders shall be deemed to have agreed by  acquisition  of such
Registrable  Securities that, upon receipt of any notice from the Company of the
happening  of any event of the kind  described  in  Section  3.1(f)  above,  the
Holders will forthwith  discontinue  its  disposition of Registrable  Securities
pursuant to the  registration  statement  covering such  Registrable  Securities
until  the  Holders'  receipt  of the  copies  of the  supplemented  or  amended
prospectus  contemplated  by said  Section  3.1(f)  and,  if so  directed by the
Company,  will  deliver to the Company (at the  Company's  expense)  all copies,
other  than  permanent  file  copies,  then in the  Holders'  possession  of the
prospectus  covering such Registrable  Securities current at the time of receipt
of such notice. In the event the Company shall give any such notice,  the period
mentioned in Section 3.2(a) above shall be extended by the number of days during
the  period  from and  including  the date of the  giving of such  notice to and
including  the date when the  Holders  shall  have  received  the  copies of the
supplemented or amended prospectus contemplated by Section 3.1 (f) above.

         (c)  Each  Holders  shall  furnish  to  the  Company  in  writing  such
information and documents regarding it and the distribution of its securities as
may  reasonably  be required to be  disclosed in the  registration  statement in
question  by the rules and  regulations  under the  Securities  Act or under any
other applicable securities or blue sky laws of the jurisdictions referred to in
Section 3.1(d) above. The Holders shall also promptly execute any representation
letter  concerning  compliance  with Regulation M under the Exchange Act (or any
successor rule or regulation).

         (d) If any such registration or comparable  statement refers any Holder
by name or otherwise as the holder of any  securities  of the Company,  but such
reference to the Holder by name or  otherwise is not required by the  Securities
Act or any similar  federal  statute then in force,  then each Holder shall have
the right to require the deletion of the reference to the Holder.

                  Registration Expenses.

         In connection with any registration of Registrable  Securities pursuant
to Section 2, the  Company  will,  whether  or not any such  registration  shall
become  effective,  from time to time,  pay all  expenses  (other  than  Selling
Expenses)  incident to its  performance of or compliance  herewith (the "Company
Registration Expenses"),  including,  without limitation, all registration,  and
filing fees,  fees and expenses of compliance  with securities or blue sky laws,
word processing, duplicating expenses, messenger and delivery expenses, fees and
disbursements of counsel for the Company and all independent  public accountants
and other Persons retained by the Company.

                  Indemnification.
     The Company will indemnify, to the extent permitted by law, the Holders and
each Person,  if any, who controls the Holders  within the meaning of Section 15
of the Securities Act (collectively,  "Holder  Indemnified  Parties"),  from and
against all losses, claims, damages, liabilities and expenses, joint or several,
to which  any such  Holder  Indemnified  Party  may  become  subject  under  the
Securities Act, the Exchange Act and all rules and  regulations  under each such
Act,  at common law or  otherwise,  insofar  as such  losses,  claims,  damages,
liabilities  or  expenses  (or  actions or  proceedings,  whether  commenced  or
threatened,  in respect  thereof)  arise out of or are based upon (i) any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
registration  statement  as  contemplated  hereby  or any  omission  or  alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary  to make the  statements  therein  not  misleading,  (ii)  any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
preliminary,   final  or  summary   prospectus,   together  with  the  documents
incorporated  by reference  therein (as amended or  supplemented  if the Company
shall  have filed  with the  Commission  any  amendment  thereof  or  supplement
thereto),  or any omission or alleged  omission to state therein a material fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading,  or (iii) any  violation  by the  Company of any  federal,  state or
common law rule or  regulation  applicable to the Company and relating to action
of or  inaction  by the  Company  in  connection  with  any  such  registration;
provided,  however,  that the  Company  shall not be  liable to any such  Holder
Indemnified  Party insofar as the Company is entitled to  indemnification  under
Section 7(c) for such losses, claims, damages, liabilities, expenses, actions or
proceedings.

         (b) If the offering pursuant to any registration statement provided for
hereunder is made through underwriters,  no action or failure to act on the part
of such underwriters (whether or not any such underwriter is an Affiliate of any
Holder  Indemnified  Party) shall affect the Company's  obligations to indemnify
the Holder  Indemnified  Parties  pursuant  to  Section  5(a).  If the  offering
pursuant to any  registration  statement  provided for hereunder is made through
underwriters,  the Company  agrees to enter into an  underwriting  agreement  in
customary form with such underwriters and to indemnify such underwriters,  their
officers  and  directors,  if any, and each  Person,  if any, who controls  such
underwriters  within the meaning of Section 15 of the Securities Act to the same
extent as  hereinbefore  provided  with  respect to the  indemnification  of the
Holder Indemnified  Parties;  provided,  however,  that the Company shall not be
required to indemnify any such  underwriter,  or any officer or director of such
underwriter  or any Person who controls such  underwriter  within the meaning of
Section 15 of the Securities  Act, to the extent that the loss,  claim,  damage,
liability,  expense,  action or proceeding for which  indemnification is claimed
results from such underwriter's failure to send or give a copy of the amended or
supplemented  final prospectus,  at or prior to the written  confirmation of the
sale of  Registrable  Securities,  or to a Person  asserting the existence of an
untrue  statement or alleged untrue statement or omission or alleged omission if
such statement or omission was corrected in such amended or  supplemented  final
prospectus  prior to such written  confirmation  and the  underwriter  was given
notice of the availability of such amended or supplemented final prospectus.

         (c) In connection with any  registration  statement in which any Holder
is  participating,  each  Holder  will  furnish to the  Company in writing  such
information as shall be reasonably  requested by the Company for use in any such
registration statement or prospectus and will indemnify, to the extent permitted
by law, the Company,  its officers and  directors  and each Person,  if any, who
controls  the Company  within the meaning of Section 15 of the  Securities  Act,
against  any  losses,  claims,  damages,   liabilities,   expenses,  actions  or
proceedings  resulting from (i) any untrue statement or alleged untrue statement
of a material  fact or any  omission  or  alleged  omission  of a material  fact
required to be stated in the registration statement or prospectus or preliminary
prospectus or any amendment thereof or supplement  thereto, or necessary to make
the statements  therein not misleading,  but only to the extent that such untrue
statement  or  omission  is  made  in  reliance  on or in  conformity  with  any
information so furnished in writing by such Holder expressly for use therein; or
(ii) any  failure  by such  Holder  to  register  or  qualify  the  Registerable
Securities under the securities laws of any state or other jurisdiction.

           (d) A party that  seeks  indemnification  under  this  Section 5 must
promptly  give the other party notice of any legal action.  However,  a delay in
notice does not relieve an indemnifying party of any liability to an indemnified
party,  except  to the  extent  the  indemnifying  party  shows  that the  delay
prejudiced the defense of the action.


         (e) The  indemnifying  party may participate in the defense at any time
or it may assume the defense by giving notice to the other party. After assuming
the defense, the indemnifying party:

     (i) must select an attorney  that is reasonably  satisfactory  to the other
party;

     (ii) is not liable to the other party for any later  attorney's fees or for
any other later expenses that the other party incurs;

     (iii) must not  compromise  or settle the action  without the other party's
consent (but the other party must not unreasonably withhold its consent); and

      (iv)     is not liable for any compromise or settlement made without its
 consent.

         (f) If the  indemnifying  party fails to assume the  defense  within 10
days after receiving notice of the action,  the  indemnifying  party is bound by
any determination  made in the action or by any compromise or settlement made by
the other party.


         (g) If for any reason the foregoing indemnity is unavailable,  then the
indemnifying  party  shall  contribute  to the  amount  paid or  payable  by the
indemnified party as a result of such losses,  claims,  damages,  liabilities or
expenses  (i) in such  proportion  as is  appropriate  to reflect  the  relative
benefits received by the indemnifying  party on the one hand and the indemnified
party on the other, or (ii) if the allocation provided by Section 5(g) (i) above
is not permitted by applicable  law or provides a lesser sum to the  indemnified
party  than  the  amount  hereinafter  calculated,  in  such  proportion  as  is
appropriate  to  reflect  not  only  the  relative   benefits  received  by  the
indemnifying  party on the one hand and the  indemnified  party on the other but
also the relative fault of the indemnifying  party and the indemnified  party as
well  as  any  other  relevant  equitable  considerations.  Notwithstanding  the
foregoing,  the Holders shall not be required to contribute any amount in excess
of the  proceeds  to the  Holders  of all  Registrable  Securities  sold by them
pursuant to any such  registration  statement.  No Person  guilty of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any Person who was not guilty of such
fraudulent  misrepresentation.  The obligation of any underwriters to contribute
pursuant to this Section 5 shall be several in  proportion  to their  respective
underwriting commitments and not joint.

         (h) An indemnifying  party shall make payments of all amounts  required
to be made pursuant to the foregoing  provisions of this Section 5 to or for the
account of the  indemnified  party from time to time  promptly  upon  receipt of
bills or invoices relating thereto or when otherwise due and payable.

         Certain Limitations on Registration Rights.

         In  the  case  of a  registration  under  Section  2,  if  the  Company
determines to enter into an underwriting agreement in connection therewith,  all
Registrable  Securities to be included in such registration  shall be subject to
such  underwriting  agreement and no Person may participate in such registration
unless such Person agrees to sell such Person's securities on the basis provided
in such underwriting agreement and completes and/or executes all questionnaires,
indemnities,  and other  reasonable  documents  which must be executed under the
terms of such underwriting agreement.

                  Allocation of Securities Included in Registration Statement

         In the case of a  registration  pursuant to Section 2 for the Company's
account, if the Company's managing  underwriter shall advise the Company and the
Holders  and  other  holders  of  Registrable  Securities  in  writing  that the
inclusion  in any  registration  pursuant  hereto  of  some  or  all of (a)  the
Registrable Securities sought to be registered by the Holders and other holders,
and (b) the Company  Securities  sought to be  registered  creates a substantial
risk  that the  proceeds  or price  per unit  that  will be  derived  from  such
registration  will be reduced or that the number of  securities to be registered
is too large a number to be reasonably  sold,  (i) first,  the number of Company
Securities sought to be registered shall be included in such  registration,  and
(ii) next, the number of Registrable  Securities and other securities of holders
including the Holders  exercising  "piggyback  rights" shall be included in such
registration to the extent permitted by the Company's managing  underwriter with
the number of Registrable  Securities and such other securities being registered
being on a pro-rata  basis based on the number of securities  the  participating
holders  including the Holders  desire to have  registered;  provided,  however,
that, if any  participating  Holder would be required pursuant to the provisions
of this  Section 7 to reduce the number of  Registrable  Securities  that it may
include in such registration,  the Holder may withdraw all or any portion of its
Registrable Securities from such registration.

                  Limitations on Sale or Distribution of Securities.

         If a registration hereunder shall be in connection with an underwritten
public  offering,  the Holders shall be deemed to have agreed by  acquisition of
its  Registrable  Securities  not to effect  any  public  sale or  distribution,
including  any sale  pursuant  to Rule 144  under  the  Securities  Act,  of any
Registrable Securities and to use its best efforts not to effect any such public
sale or distribution of any other equity security of the Company  (including any
short sale) or of any security  convertible  into or exchangeable or exercisable
for any equity security of the Company (other than as part of such  underwritten
public  offering)  within 10 days before or 90 days after the effective  date of
such registration  statement. In such event, the Holders agree, if requested, to
sign  a  customary  market   stand-off   letter  with  the  Company's   managing
underwriter,  and  to  comply  with  applicable  rules  and  regulations  of the
Commission.

                  Rule 144.

         The  Company  covenants  that it will file the  reports  required to be
filed  under  the  Securities  Act  and the  Exchange  Act  and  the  rules  and
regulations  adopted by the  Commission  thereunder  (or,  in the event that the
Company is not required to file such reports,  it will make  publicly  available
information  as set forth in Rule  144(c)(2)  promulgated  under the  Securities
Act),  and it will  take  such  further  action as the  Holders  may  reasonably
request,  or to the extent  required  from time to time to enable the Holders to
sell its Registrable  Securities  without  registration under the Securities Act
within  the  limitation  of the  exemption  provided  by (a) Rule 144  under the
Securities  Act,  as such  Rule may be  amended  from  time to time,  or (b) any
similar rule or regulation  hereafter  adopted by the Commission  (collectively,
"Rule 144"). Upon request of any Holder,  the Company will deliver to the Holder
a written statement as to whether it has complied with such requirements.

                  Transfer of Registration Rights.

         If and to the extent  that any Holder  sells or  otherwise  disposes of
Registrable  Securities in any  transaction  that does not require  registration
under the Securities  Act (other than a transaction  exempt under Rule 144), the
rights of the Holder hereunder with respect to such Registrable  Securities will
be  assignable  to the  transferee  of such  Registrable  Securities;  provided,
however, that such transferee agrees in writing to be bound by all the terms and
conditions of this Agreement.

11.      Miscellaneous.

         (a)      Gender.  Any  reference  to "it" or  "its"  shall  also be
deemed  to refer to "him" or "her" as applicable.

         (b) Severability. In the event any parts of this Agreement are found to
be void,  the  remaining  provisions of this  Agreement  shall  nevertheless  be
binding with the same effect as though the void parts were deleted.

         (c)  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together  shall  constitute one and the same  instrument.  The execution of this
Agreement may be by actual or facsimile signature.

         (d)      Benefit.  This  Agreement  shall be binding upon and inure to
the benefit of the parties hereto and their legal representatives, successors
and assigns.

         (e) Notices and  Addresses.  All notices,  offers,  acceptance  and any
other acts under this Agreement (except payment) shall be in writing,  and shall
be  sufficiently  given if delivered  to the  addressees  in person,  by Federal
Express or similar  receipted  delivery,  by  facsimile  delivery or, if mailed,
postage prepaid, by certified mail, return receipt requested, as follows:

The Company:    William C. Willis, Jr., President
                Global Technovations, Inc.
                7108 Fairway Drive, Suite 200
                Palm Beach Gardens, FL 33418-3757
                Facsimile: (561) 775-2668

with a copy to: Michael D. Harris, Esq.


                Michael Harris, P.A.
                1645 Palm Beach Lakes Blvd.
                Suite 550
                West Palm Beach, FL 33401
                Facsimile: (561) 478-1817

the Holders: As disclosed on Schedule 1

or to such other  address as any of them,  by notice to the other may  designate
from time to time.  The  transmission  confirmation  receipt  from the  sender's
facsimile machine shall be evidence of successful facsimile delivery. Time shall
be  counted  to,  or from,  as the case may be,  the  delivery  in  person or by
mailing.

         (f)  Attorney's  Fees.  In the event that there is any  controversy  or
claim arising out of or relating to this  Agreement,  or to the  interpretation,
breach or  enforcement  thereof,  and any  action  or  proceeding  including  an
arbitration proceeding is commenced to enforce the provisions of this Agreement,
the prevailing parties shall be entitled to an award by the court or arbitrator,
as appropriate, of reasonable attorney's fees, costs and expenses.

         (g) Oral Evidence.  This  Agreement  constitutes  the entire  Agreement
between the parties and supersedes all prior oral and written agreements between
the parties  hereto with  respect to the subject  matter  hereof.  Neither  this
Agreement  nor any  provision  hereof  may be  changed,  waived,  discharged  or
terminated  orally,  except by a  statement  in  writing  signed by the party or
parties against which enforcement or the change, waiver discharge or termination
is sought.

         (h) Governing  Law. This  Agreement and any dispute,  disagreement,  or
issue of construction or  interpretation  arising  hereunder whether relating to
its execution,  its validity,  the  obligations  provided  herein or performance
shall be governed or interpreted  according to the internal laws of the State of
Delaware without regard to choice of law considerations.

         (i) Arbitration.  Any  controversy,  dispute or claim arising out of or
relating to this Agreement, or its interpretation,  application, implementation,
breach or  enforcement  which  the  parties  are  unable  to  resolve  by mutual
agreement,  shall be settled by submission  by either party of the  controversy,
claim or dispute to binding  arbitration in Palm Beach County,  Florida  (unless
the parties agree in writing to a different location),  before three arbitrators
in accordance  with the rules of the American  Arbitration  Association  then in
effect.  In any such  arbitration  proceeding  the Parties  agree to provide all
discovery deemed  necessary by the  arbitrators.  The decision and award made by
the arbitrators shall be final, binding and conclusive on all parties hereto for
all  purposes,  and  judgment  may  be  entered  thereon  in  any  court  having
jurisdiction thereof.

         (j) Section or Paragraph  Headings.  Section  headings herein have been
inserted  for  reference  only and shall  not be  deemed  to limit or  otherwise
affect,  in any matter, or be deemed to interpret in whole or in part any of the
terms or provisions of this Agreement.




         IN WITNESS WHEREOF,  the parties hereto have executed,  or caused to be
executed by their duly authorized representatives, this Agreement as of the date
first above written.



                                            GLOBAL TECHNOVATIONS, INC.




___________________________________         By:  _______________________________
                                                   William C. Willis, Jr.,
                                                   President



                                            HOLDERS

___________________________________         By:  _____________________________




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

___________________________________         By:  _____________________________




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

___________________________________         By:  _____________________________




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

___________________________________         By:  _____________________________



<PAGE>



               Schedule 1 to Registration Rights Agreement between

           Global Technovations, Inc. and the Holders described below

                          dated as of December 21, 2000

Names                                                Addresses