EXHIBIT 10.17



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: January 11, 2001


                           GLOBAL TECHNOVATIONS, INC.

                  WARRANT FOR THE PURCHASE OF 429,000 SHARES OF

                                  COMMON STOCK


THIS IS TO CERTIFY that,  for value  received,  G. Jeff Mennen Trustee U/A dated
10/23/85 FBO  descendants  of George S. Mennen,  and its  successors and assigns
(collectively,  the "Holder"), is entitled to purchase, subject to the terms and
conditions  hereinafter  set forth,  up to 2,450,000  shares of the common stock
("Common Stock"),  of Global  Technovations,  Inc., a Delaware  corporation (the
"Company"),  under the terms summarized  below, and to receive  certificates for
the Common Stock so purchased.

<TABLE>
<S>                                    <C>                                <C>                 <C>

         Issuance Date                 No. of Underlying Shares            Warrant Price       Expiration Date
January 12, 1998                                50,000                         $2.00           January 12, 2008
November 1, 1998                               150,000                         $1.94           October 31, 2008
May 1, 1999                                     21,500                         $1.75           April 30, 2009
August 13, 1999                                100,000                         $.875           August 12, 2009
October 21, 1999                               107,500                         $2.375          October 20, 2009
</TABLE>


(a) Exercise Period.  The exercise period is 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 the Issuance  Date and ending for
each block of Warrants at 6:00 p.m. New York time on the Expiration  Date as set
forth above (the "Exercise Period").  This Warrant will terminate  automatically
and immediately upon the expiration of each applicable Exercise Period.

(b) Exercise of Warrant. This Warrant may be exercised,  in whole or in part, at
any time and from time to time  during the  applicable  Exercise  Periods.  Such
exercise  shall be  accomplished  by tender to the Company of the purchase price
set forth  above as the Warrant  Price  multiplied  by the number of  underlying
shares to be acquired 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.

(c)  Transferability and Exchange.

(d)  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.

(e)  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.

(f)  4.  Adjustments  to Warrant Price and Number of Shares  Subject to Warrant.
     The  Warrant  Prices 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).

                  (a) In case the  Company  shall (i) pay a  dividend  or make a
distribution in shares of Common Stock or other  securities to holders of Common
Stock,  (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 Prices 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.

                  (b) 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
the Current Market Price, as defined, 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.

                  (c) 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
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  subsections  (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.

(d)  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.

(e)  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.

(f)  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  (any
     "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.

(g)  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.

5.   Registration  Rights.  The Holder  shall be  entitled  to the  benefits  as
     provided  in the  Registration  Rights  Agreement,  the  form of  which  is
     attached hereto as Exhibit C.

6.   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.

7.   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.

8.   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. The Holder may
     not exercise this Warrant if the rules of a national securities exchange or
     Nasdaq,  as applicable,  require  stockholder  approval as a consequence of
     maintaining the listing until such approval has been obtained.

9.   Additional  Covenants  of the  Company.  For so long as the Common Stock is
     listed for trading on any national  securities  exchange or the Nasdaq, 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.  Additionally,  the Company  shall use its best efforts at the
     2001 annual meeting of stockholders to obtain  stockholder  approval of the
     issuance to the Holder (and its  affiliates) of more than 20% of the Common
     Stock of the Company.

         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.

10.  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.

11.  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 or 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 a Federal Express or other overnight delivery service is delivered to
     the carrier or a certified or registered  letter,  properly  addressed with
     postage prepaid, is deposited in the U.S. mail.

12.  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.

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

14.  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.

15.  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.

16.  Replacement  of Other  Warrants.  This Warrant  replaces all other Warrants
     issued by the Company to the Holder who agrees to return the other Warrants
     to the Company for cancellation.

         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: _________________________________________________
William C. Willis, Jr., 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  ____________________  (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.


<TABLE>
<S>                            <C>                                                 <C>


Issuance Date                  No. of Shares Subscribed For                         Warrant Price
------------------------------ ---------------------------------------------------- ----------------------------------
------------------------------ ---------------------------------------------------- ----------------------------------

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

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

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

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

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

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

</TABLE>

         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 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  Transferee,  as provided below the Warrant  attached hereto or
such portion thereof and the rights  represented  thereby to purchase the number
of shares of Common  Stock as provided  below 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.

<TABLE>
<S>                     <C>                                     <C>             <C>
Issuance Date              Number of Underlying                 Warrant Price
                           Shares to be Transferred                                  Transferee
--------------------- ----------------------------------------- -------------------- ------------------------------
--------------------- ----------------------------------------- -------------------- ------------------------------

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

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

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

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

--------------------- ----------------------------------------- -------------------- ------------------------------
</TABLE>


Dated:________________________           Signed: _____________________________


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

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

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


<PAGE>



                                    Exhibit C

                          REGISTRATION RIGHTS AGREEMENT


This  Registration  Rights Agreement (the  "Agreement")  entered into as of this
11th day of  January,  2001,  by and between  Global  Technovations,  Inc.  (the
"Company"),  a  Delaware  corporation,  and G.  Jeff  Mennen  Trustee  U/A dated
10/23/85 FBO  descendants  of George S. Mennen,  and its successors and assigns,
(the "Holder"), sets forth the registration rights of the Holder.

1._______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 of this Warrant,  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 Holder and,
all fees and disbursements of counsel for the Holder.

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

2.       Registration Rights.

         (a) At any time after  January 1, 2002,  Holder may  request in writing
(the "Request") that the Company register,  under the Securities Act, all or any
portion of the shares of Common Stock held by the Holder.  The Company  shall be
obligated  to file a  registration  statement  with respect to such Common Stock
being  registered  pursuant  to this  Section 2 within 90 days of such  Request.
Following receipt of any Request under this Section 2, the Company shall use its
best efforts to register,  under the Securities Act, for public sale as provided
by the Holder  the number of Shares  specified  in such  Request.  If the Holder
intends to  distribute  the Common Stock covered by their Request by means of an
underwriting, the underwriter shall be reasonably acceptable to the Company.

         (b) If, at any time after  January 1, 2002,  the  Company  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 Holder 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  Holder's  written  indication  of whether the Holder
wishes to include its Registrable  Securities in such registration statement and
advising the Holder of its rights under this Section 2. Upon the written request
of the 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, to the extent permitted under Section 7, use its
best efforts to cause all such Registrable  Securities,  which the Holder has 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  Holder  of  the  Registrable
Securities to be so registered. (d) (c) Notwithstanding anything to the contrary
in this  Section  2, the  Company  shall  have  the  right  to  discontinue  any
registration  under Section 2(b) 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(b) is discontinued.

3.       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:

(a) 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 the 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  selected by the Holder copies of all such documents
proposed to be filed);

(b) 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 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;

(c) furnish to counsel  for the Holder 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;

(d)  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 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  jurisdictions  of  such
Registrable Securities owned by the Holders;

(e) 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 Holder to consummate the disposition of its Registrable Securities;

(f) notify the Holder at any time when a prospectus  relating to its 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 Holder 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;

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

(h) 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;

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

(j) make available for inspection by Holder 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 Holder 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 the Holder,  underwriter,  attorney,  accountant or agent in connection  with
such registration statement;

(k) 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

(l) notify the Holder 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 a total of 180 days. In the event that the  registration
statement is required to be amended or  supplemented  and the Company  gives the
Holder notice of such requirement, the Holder shall cease all sales. The Company
shall have no  liability  to the  Holder for delays in the Holder  being able to
sell the Registrable Securities (i) as long as the Company uses its best efforts
to file post-effective amendments or supplements,  including making a good faith
and  reasonable  effort  to  respond  to  comments  issued  by the  staff of the
Commission,   or  (ii)  the  Company  does  not  use  its  best  efforts   under
circumstances  where  (x)  the  required  financial  statements  (including  the
financial  statements  of another  entity) are  unavailable,  or (y) 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 Holder  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 Holder
will forthwith discontinue their disposition of Registrable  Securities pursuant
to the registration  statement  covering such  Registrable  Securities until the
Holder's  receipt  of the  copies  of the  supplemented  or  amended  prospectus
contemplated by 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  Holder  shall  have  received  the  copies of the  supplemented  or amended
prospectus contemplated by Section 3.1(f) above.

         (c) The Holder 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 Holder 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 to any
participating Holder by name or otherwise as the holder of any securities of the
Company, but such reference to such participating Holder by name or otherwise is
not required by the Securities Act or any similar federal statute then in force,
then such  participating  Holder shall have the right to require the deletion of
the reference to such participating Holder.

4.       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, 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.

5.       Indemnification

                  The Company will  indemnify,  to the extent  permitted by law,
the Holder and each Person,  if any, who controls the Holder  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 the Holder
is  participating,  the  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 the Holder expressly for use therein;  or
(ii)  any  failure  by the  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 Holder shall not be required to contribute  any amount in excess
of the amount the Holder would have been required to pay to an indemnified party
if the  indemnity  under  Section  5(a)  was  available.  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.

6.       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.

7.       Allocation of Securities Included in Registration Statement

         In the case of a  registration  pursuant to Section 2, if the Company's
managing  underwriter  shall advise the Company and the Holder 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  Holder 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  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  Holder and each such other  holder  desire to have  registered;
provided,  however,  that,  if the  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.

8.       Limitations on Sale or Distribution of Securities

         If a registration hereunder shall be in connection with an underwritten
public offering, the Holder 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 Holder agrees, 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.

9.       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 Holder may reasonably request,
or to the  extent  required  from time to time to enable  the Holder 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.

10.      Transfer of Registration Rights

         If and to the extent  that the 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.

         IN WITNESS  WHEREOF,  the Company has caused this  Registration  Rights
Agreement  to be  signed  by its  duly  authorized  officer  on the  date  first
mentioned above.

GLOBAL TECHNOVATIONS, INC.


By: __________________________
William C. Willis, Jr., President


G. JEFF MENNEN TRUSTEE U/A DATED 10/23/85 FBO
DESCENDANTS OF GEORGE S. MENNEN


By: ____________________________
G. Jeff Mennen