EXHIBIT D


NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),
AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN  AVAILABLE
EXEMPTION FROM THE REGISTRATION  REQUIREMENTS  THEREUNDER AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.


                            GLOBAL TECHNOLOGIES, LTD.


                                CALLABLE WARRANT


                                 Warrant No. [ ]        Dated: February 16, 2000


     Global Technologies,  Ltd., a Delaware corporation (the "Company"),  hereby
certifies that, for value received,  [ ], or its registered assigns  ("Holder"),
is entitled,  subject to the terms set forth below, to purchase from the Company
up to a total of [ ] shares  of Class A common  stock,  $.01 par value per share
(the "Common Stock"), of the Company (each such share, a "Warrant Share" and all
such shares,  the "Warrant  Shares") at an exercise price per share (as adjusted
from time to time as provided in Section 9, the  "Exercise  Price") equal to the
greater of (i) 120% of the average of the closing bid prices of the Common Stock
for the five (5) Trading  Days  preceding  the date hereof (as  adjusted for the
Stock Dividend (as defined herein) if effective prior to March 1, 2000, pursuant
to Section  9(a)) and (ii) 120% of the  average of the closing bid prices of the
Common Stock for the five (5) Trading Days  starting on and  including  March 1,
2000 (the "Record Price"),  at any time and from time to time from and after the
date hereof and through and including February 16, 2005 (the "Expiration Date"),
and subject to the following terms and conditions:

     1. REGISTRATION OF WARRANT.  The Company shall register this Warrant,  upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "Warrant
Register"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise  hereof or any  distribution to the
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Holder,  and for all other  purposes,  and the Company  shall not be affected by
notice to the contrary.

     2. REGISTRATION OF TRANSFERS AND EXCHANGES.

     (a) Subject to Section 2(c), the Company shall register the transfer of any
portion of this Warrant in the Warrant Register, upon surrender of this Warrant,
with the Form of Assignment  attached  hereto duly completed and signed,  to the
Transfer  Agent or to the  Company at the office  specified  in or  pursuant  to
Section 3(b). Upon any such registration or transfer,  a new warrant to purchase
Common Stock, in substantially the form of this Warrant (any such new warrant, a
"New Warrant"),  evidencing the portion of this Warrant so transferred  shall be
issued to the transferee and a New Warrant  evidencing the remaining  portion of
this Warrant not so  transferred,  if any,  shall be issued to the  transferring
Holder.  The  acceptance of the New Warrant by the  transferee  thereof shall be
deemed the acceptance of such transferee of all of the rights and obligations of
a holder of a Warrant.

     (b) This Warrant is  exchangeable,  upon the surrender hereof by the Holder
to the office of the Company specified in or pursuant to Section 3(b) for one or
more New Warrants,  evidencing in the aggregate the right to purchase the number
of Warrant  Shares which may then be purchased  hereunder.  Any such New Warrant
will be dated the date of such exchange.

     (c) (i) By acceptance of this Warrant,  the Holder  acknowledges that it is
acquiring this Warrant and the Warrant Shares  issuable upon exercise hereof for
its own account and not with a view to or for  distribution  or resale,  without
prejudice,  however to the  Holder's  right,  subject to the  provisions  of the
Purchase Agreement to which the original Holder and the Company are parties,  of
even date  herewith,  pursuant to which this  Warrant was issued (the  "Purchase
Agreement"),  at all times,  to sell or otherwise  dispose of all or any part of
such  securities  pursuant  to an  effective  registration  statement  under the
Securities  Act of 1933, as amended (the  "Securities  Act"),  and in compliance
with  applicable  federal and state  securities  laws or under an exemption from
such registration.

          (ii) The Holder  agrees to the  imprinting,  so long as is required by
the  Purchase  Agreement,  of the  following  legend on the  Warrant and Warrant
Shares:

               [NEITHER]  THESE  SECURITIES [NOR THE SECURITIES INTO WHICH THESE
          SECURITIES ARE  EXERCISABLE]  HAVE BEEN REGISTERED WITH THE SECURITIES
          AND EXCHANGE  COMMISSION OR THE SECURITIES  COMMISSION OF ANY STATE IN
          RELIANCE UPON AN EXEMPTION FROM REGISTRATION  UNDER THE SECURITIES ACT
          OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT
          BE  OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN  EFFECTIVE  REGISTRATION
          STATEMENT  UNDER  THE  SECURITIES  ACT  OR  PURSUANT  TO AN  AVAILABLE
          EXEMPTION FROM, OR IN A TRANSACTION  NOT SUBJECT TO, THE  REGISTRATION
          REQUIREMENTS  OF THE SECURITIES ACT AND IN ACCORDANCE  WITH APPLICABLE
          STATE SECURITIES LAWS.

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     3. DURATION, EXERCISE AND REDEMPTION OF WARRANTS.

     (a) This  Warrant  shall be  exercisable  by the  registered  Holder on any
business day before 8:00 P.M.,  New York City time, at any time and from time to
time on or after the date hereof to and including the  Expiration  Date. At 8:00
P.M., New York City time on the Expiration Date, the portion of this Warrant not
exercised prior thereto shall be and become void and of no value.

     (b) Subject to Sections  2(b), 6 and 10, upon  surrender  of this  Warrant,
with the Form of Election to Purchase attached hereto duly completed and signed,
to the  Company  at its  address  for  notice  set forth in  Section 13 and upon
payment of the Exercise  Price  multiplied by the number of Warrant  Shares that
the Holder intends to purchase hereunder, in the manner provided hereunder,  all
as  specified  by the Holder in the Form of  Election to  Purchase,  the Company
shall  promptly  (but in no event  later than 3 business  days after the Date of
Exercise  (as  defined  herein))  issue or cause to be  issued  and  cause to be
delivered  to or upon the written  order of the Holder and in such name or names
as the Holder may designate,  a certificate for the Warrant Shares issuable upon
such exercise, free of restrictive legends except (i) either in the event that a
registration  statement covering the resale of the Warrant Shares and naming the
Holder as a selling stockholder  thereunder is not then effective or the Warrant
Shares are not freely transferable without volume restrictions  pursuant to Rule
144(k)  promulgated  under the  Securities  Act, as determined by counsel to the
Company pursuant to a written opinion letter addressed and in form and substance
acceptable to the Holder and the transfer agent for the Common Stock, or (ii) if
this Warrant shall have been issued pursuant to a written  agreement between the
original Holder and the Company,  as required by such  agreement.  Any person so
designated  by the  Holder to  receive  Warrant  Shares  shall be deemed to have
become  holder of record of such  Warrant  Shares as of the Date of  Exercise of
this Warrant.

     A "Date of  Exercise"  means  the  date on which  the  Company  shall  have
received (i) this Warrant (or any New Warrant, as applicable),  with the Form of
Election  to  Purchase  attached  hereto  (or  attached  to  such  New  Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for the  number  of  Warrant  Shares so  indicated  by the  holder  hereof to be
purchased.

     (c) This Warrant shall be exercisable, either in its entirety or, from time
to time, for a portion of the number of Warrant Shares.  If less than all of the
Warrant  Shares which may be purchased  under this Warrant are  exercised at any
time,  the Company  shall  issue or cause to be issued,  at its  expense,  a New
Warrant  evidencing the right to purchase the remaining number of Warrant Shares
for which no exercise has been evidenced by this Warrant.

     (d)  Commencing at any time after the date of the issuance of this Warrant,
if (i) the closing bid price of the Common Stock on the Nasdaq  National  Market
(or such other  national  securities  exchange on which the Common Stock is then
listed or quoted for trading) for 20 consecutive trading days is greater than or
equal to 175% of the  Exercise  Price as the same may be  adjusted  pursuant  to
Section 9 hereof (a "Trigger  Period")  and (ii) the  Warrant  Shares are either

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<PAGE>
registered for resale pursuant to an effective registration statement naming the
Holder as a selling stockholder thereunder or freely transferable without volume
restrictions  pursuant to Rule 144(k)  promulgated  under the Securities Act, as
determined  by counsel  to the  Company  pursuant  to a written  opinion  letter
addressed  and in form and  substance  acceptable to the Holder and the transfer
agent for the Common Stock, then the Company shall have the right, upon 30 days'
notice to the  Holder  given not later  than  five (5)  Trading  Days  after the
conclusion of any such Trigger Period (the "Redemption  Notice"),  to redeem all
of the then  issuable  Warrant  Shares at a price of $.01 per Warrant Share (the
"Redemption  Price"),  on the date set forth in the Redemption Notice, but in no
event  earlier than 30 days  following  the date of the receipt by the Holder of
the  Redemption  Notice (the  "Redemption  Date").  The Holder may exercise this
Warrant at any time prior to the Redemption  Date. So long as any portion of the
condition  set forth in clause  (ii) of this  Section  is  satisfied  during the
entire 30 day period,  any portion of this  Warrant not  exercised  by 8:00 p.m.
(New York City time) on the Redemption  Date shall no longer be exercisable  and
shall be  returned  to the  Company,  and the  Company,  upon its receipt of the
unexercised  portion of this Warrant,  shall issue therefor in full and complete
satisfaction of its obligations  under such remaining portion of this Warrant to
the Holder an amount equal to the number of shares of Common Stock then issuable
hereunder  multiplied by the Redemption  Price.  The  Redemption  Price shall be
mailed  to such  Holder at its  address  of  record,  and the  Warrant  shall be
canceled.

     4.  PIGGYBACK  REGISTRATION  RIGHTS.  During the  Effectiveness  Period (as
defined in the Registration Rights Agreement, of even date herewith, between the
Company and the  original  Holder),  the  Company may not file any  registration
statement with the Securities and Exchange  Commission  (other than registration
statements  of the Company  filed on Form S-8 or Form S-4,  each as  promulgated
under  the  Securities  Act,  pursuant  to  which  the  Company  is  registering
securities  pursuant to a Company employee benefit plan or pursuant to a merger,
acquisition  or  similar  transaction  including  supplements  thereto,  but not
additionally filed registration statements in respect of such securities) at any
time when there is not an effective  registration  statement covering the resale
of the Warrant Shares and naming the Holder as a selling stockholder thereunder,
unless the Company  provides the Holder with not less than 20 days notice of its
intention to file such registration statement and provides the Holder the option
to include any or all of the applicable  Warrant Shares  therein.  The piggyback
registration  rights  granted  to the  Holder  pursuant  to this  Section  shall
continue  until all of the Holder's  Warrant Shares have been sold in accordance
with an  effective  registration  statement  or upon the  Expiration  Date.  The
Company will pay all registration expenses in connection  therewith,  except for
brokerage fees and commissions.

     5. [Left intentionally blank]

     6.  PAYMENT OF TAXES.  The  Company  will pay all  documentary  stamp taxes
attributable  to the  issuance  of  Warrant  Shares  upon the  exercise  of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any  certificates for Warrant Shares or Warrants in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may

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<PAGE>
arise as a result of holding or transferring  this Warrant or receiving  Warrant
Shares upon exercise hereof.

     7. REPLACEMENT OF WARRANT.  If this Warrant is mutilated,  lost,  stolen or
destroyed,  the  Company  shall  issue or cause to be  issued  in  exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a New Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and indemnity, if
requested,  satisfactory  to  it.  Applicants  for  a  New  Warrant  under  such
circumstances  shall also  comply  with such other  reasonable  regulations  and
procedures and pay such other reasonable charges as the Company may prescribe.

     8. RESERVATION OF WARRANT SHARES. The Company covenants that it will at all
times  reserve and keep  available out of the  aggregate of its  authorized  but
unissued  Common  Stock,  solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein  provided,  the number of Warrant
Shares which are then issuable and deliverable  upon the exercise of this entire
Warrant,  free from preemptive  rights or any other actual  contingent  purchase
rights of persons other than the Holder (taking into account the adjustments and
restrictions  of Section 9). The Company  covenants that all Warrant Shares that
shall be so issuable and deliverable shall, upon issuance and the payment of the
applicable  Exercise  Price in  accordance  with the terms  hereof,  be duly and
validly authorized, issued and fully paid and nonassessable.

     9. CERTAIN  ADJUSTMENTS.  The Exercise  Price and number of Warrant  Shares
issuable upon  exercise of this Warrant are subject to  adjustment  from time to
time as set forth in this Section 9. Upon each such  adjustment  of the Exercise
Price  pursuant  to this  Section,  the  Holder  shall  thereafter  prior to the
Expiration  Date be entitled to purchase,  at the Exercise Price  resulting from
such  adjustment,  the number of Warrant  Shares  obtained  by  multiplying  the
Exercise Price in effect  immediately  prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant  immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.

     (a) If the Company, at any time while this Warrant is outstanding shall (a)
pay a stock dividend (except scheduled  dividends paid on outstanding  preferred
stock as of the date hereof which contain a stated  dividend  rate) or otherwise
make a  distribution  or  distributions  on shares of Common  Stock or any other
class of  capital  stock  payable  in  shares  of Common  Stock,  (b)  subdivide
outstanding  shares of Common  Stock  into a larger  number  of  shares,  or (c)
combine  outstanding shares of Common Stock into a smaller number of shares, the
Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding  before such event and of which
the denominator  shall be the number of shares of Common Stock outstanding after
such event.  Any adjustment made pursuant to this Section shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective  immediately
after  the  effective  date  in  the  case  of  a  subdivision  or  combination.
Notwithstanding  anything herein to the contrary:  (A) if the Stock Dividend (as
defined in the Purchase  Agreement)  shall become effective on or prior to March
1, 2000 then the Record  Price  shall not be  adjusted  pursuant to the terms of

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<PAGE>
this Section and (B) if the Stock Dividend shall become effective  subsequent to
March 1, 2000 then the  Exercise  Price  (including  the Record  Price) shall be
adjusted pursuant to the terms of this Section.

     (b) In case of any  reclassification  of the Common Stock or any compulsory
share  exchange  pursuant  to which the  Common  Stock is  converted  into other
securities, cash or property, then the Holder shall have the right thereafter to
exercise  this  Warrant only into the shares of stock and other  securities  and
property  receivable  upon or  deemed  to be held by  holders  of  Common  Stock
following  such  reclassification  or share  exchange,  and the Holder  shall be
entitled upon such event to receive such amount of securities or property  equal
to the amount of Warrant Shares such Holder would have been entitled to had such
Holder  exercised this Warrant  immediately  prior to such  reclassification  or
share exchange.  The terms of any such  reclassification or share exchange shall
include  such terms so as to continue to give to the Holder the right to receive
the  securities  or property  set forth in this  Section  9(b) upon any exercise
following any such reclassification or share exchange.

     (c) If the Company,  at any time while this Warrant is  outstanding,  shall
distribute  to all holders of Common Stock (and not to holders of this  Warrant)
evidences of its  indebtedness  or assets or rights or warrants to subscribe for
or purchase any security  (excluding those referred to in Sections 9(a), (b) and
(d)),  then in each  such  case  the  Exercise  Price  shall  be  determined  by
multiplying  the Exercise Price in effect  immediately  prior to the record date
fixed for determination of stockholders entitled to receive such distribution by
a fraction of which the denominator shall be the Exercise Price determined as of
the  record  date  mentioned  above,  and of which the  numerator  shall be such
Exercise  Price on such  record  date  less the then fair  market  value at such
record  date of the  portion  of such  assets or  evidence  of  indebtedness  so
distributed applicable to one outstanding share of Common Stock as determined by
the Company's  Board of Directors,  in its sole  discretion,  in good faith.  In
either case the  adjustments  shall be described in a statement  provided to the
Holder of the portion of assets or evidences of  indebtedness  so distributed or
such  subscription  rights  applicable  to  one  share  of  Common  Stock.  Such
adjustment shall be made whenever any such distribution is made and shall become
effective immediately after the record date mentioned above.

     (d) If the Company or any subsidiary thereof, as applicable with respect to
Common Stock  Equivalents (as defined below),  at any time while this Warrant is
outstanding,  shall issue shares of Common Stock or rights, warrants, options or
other  securities or debt that is convertible into or exchangeable for shares of
Common  Stock  ("Common  Stock  Equivalents"),  entitling  any person to acquire
shares of Common Stock at a price per share less than the Exercise Price (if the
holder of the Common  Stock or Common  Stock  Equivalent  so issued shall at any
time,  whether by operation of purchase  price  adjustments,  reset  provisions,
floating  conversion,  exercise  or  exchange  prices  or  otherwise,  or due to
warrants, options or rights issued in connection with such issuance, be entitled
to receive shares of Common Stock at a price less than the Exercise Price,  such
issuance  shall be deemed to have  occurred for less than the  Exercise  Price),
then the Exercise  Price shall be  multiplied  by a fraction,  the  numerator of
which  shall be the  number of shares of Common  Stock  outstanding  immediately
prior to the issuance of such Common Stock or such Common Stock Equivalents plus
the number of shares of Common Stock which the offering price for such shares of

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Common Stock or Common Stock  Equivalents  would purchase at the Exercise Price,
and the  denominator of which shall be the sum of the number of shares of Common
Stock  outstanding  immediately prior to such issuance plus the number of shares
of Common Stock so issued or issuable,  provided,  that for purposes hereof, all
shares of Common Stock that are issuable upon  conversion,  exercise or exchange
of Common Stock  Equivalents shall be deemed  outstanding  immediately after the
issuance  of such  Common  Stock  Equivalents.  Such  adjustment  shall  be made
whenever such Common Stock or Common Stock Equivalents are issued. However, upon
the expiration of any Common Stock Equivalents the issuance of which resulted in
an adjustment in the Exercise Price pursuant to this Section, if any such Common
Stock Equivalents  shall expire and shall not have been exercised,  the Exercise
Price  shall  immediately  upon such  expiration  be  recomputed  and  effective
immediately  upon such  expiration be increased to the price which it would have
been (but  reflecting any other  adjustments in the Exercise Price made pursuant
to the  provisions  of this  Section  after the  issuance of such  Common  Stock
Equivalents)  had the adjustment of the Exercise Price made upon the issuance of
such  Common  Stock   Equivalents  been  made  on  the  basis  of  offering  for
subscription or purchase only that number of shares of the Common Stock actually
purchased upon the exercise of such Common Stock Equivalents actually exercised.
The  foregoing  shall not apply to any  transaction  involving  (i) issuances of
securities as consideration in a merger, consolidation or acquisition of assets,
or in connection  with any strategic  partnership  or joint venture (the primary
purpose of which is not to raise equity capital),  or as  consideration  for the
acquisition of a business,  product or license by the Company, (ii) the issuance
of securities pursuant to an underwritten public offering, (iii) the issuance of
securities upon the exercise or conversion of the Company's options, warrants or
other  convertible  securities  outstanding  as of the date hereof,  or (iv) the
grant  of  additional  options  or  warrants,  or  the  issuance  of  additional
securities,  under any duly authorized  Company stock option or restricted stock
plan for the benefit of the Company's employees or directors.

     (e) In case of any (1) merger or  consolidation of the Company with or into
another  Person,  or (2) sale by the Company of more than one-half of the assets
of  the  Company  (on a  book  value  basis)  in  one  or a  series  of  related
transactions,  the  Holder  shall have the right  thereafter  to  exercise  this
Warrant  for the  shares  of stock  and  other  securities,  cash  and  property
receivable  upon or deemed to be held by holders of Common Stock  following such
merger,  consolidation or sale, and the Holder shall be entitled upon such event
or series of  related  events to receive  such  amount of  securities,  cash and
property as the Common  Stock for which this Warrant  could have been  exercised
immediately  prior to such  merger,  consolidation  or  sales  would  have  been
entitled, The terms of any such merger, sale or consolidation shall include such
terms so as  continue  to give the Holder the right to receive  the  securities,
cash and property set forth in this Section upon any  conversion  or  redemption
following such event.  This provision  shall  similarly apply to successive such
events.

     (f) For the purposes of this Section 9, the following clauses shall also be
applicable:

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          (i)  RECORD  DATE.  In case the  Company  shall  take a record  of the
holders of its Common Stock for the purpose of  entitling  them (A) to receive a
dividend  or  other  distribution  payable  in  Common  Stock  or in  securities
convertible or exchangeable into shares of Common Stock, or (B) to subscribe for
or purchase Common Stock or securities  convertible or exchangeable  into shares
of Common  Stock,  then such  record  date shall be deemed to be the date of the
issue or sale of the shares of Common  Stock  deemed to have been issued or sold
upon the  declaration of such dividend or the making of such other  distribution
or the date of the granting of such right of  subscription  or purchase,  as the
case may be.

          (ii) TREASURY SHARES. The number of shares of Common Stock outstanding
at any given time shall not include  shares  owned or held by or for the account
of the Company,  and the  disposition  of any such shares shall be considered an
issue or sale of Common Stock.

     (g) All calculations under this Section 9 shall be made to the nearest cent
or the nearest 1/100th of a share, as the case may be.

     (h) If:

          (i) the Company shall  declare a dividend (or any other  distribution)
on its Common Stock; or

          (ii) the Company shall declare a special nonrecurring cash dividend on
or a redemption of its Common Stock; or

          (iii) the Company  shall  authorize the granting to all holders of the
Common  Stock  rights or warrants  to  subscribe  for or purchase  any shares of
capital stock of any class or of any rights; or

          (iv) the approval of any stockholders of the Company shall be required
in connection with any  reclassification  of the Common Stock, any consolidation
or  merger to which  the  Company  is a party,  any sale or  transfer  of all or
substantially all of the assets of the Company, or any compulsory share exchange
whereby the Common Stock is converted into other  securities,  cash or property;
or

          (v) the Company shall authorize the voluntary dissolution, liquidation
or winding up of the affairs of the Company,

then the Company shall cause to be mailed to each Holder at their last addresses
as they shall appear upon the Warrant Register,  at least 20 calendar days prior
to the  applicable  record or effective  date  hereinafter  specified,  a notice
stating  (x) the date on which a record is to be taken for the  purpose  of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken,  the date as of which  the  holders  of  Common  Stock of record to be
entitled to such dividend, distributions,  redemption, rights or warrants are to
be  determined  or (y) the date on which such  reclassification,  consolidation,
merger,  sale,  transfer or share  exchange is expected to become  effective  or

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close,  and the date as of which it is expected  that holders of Common Stock of
record  shall  be  entitled  to  exchange  their  shares  of  Common  Stock  for
securities,  cash or other  property  deliverable  upon  such  reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or winding up;  provided,  however,  that the failure to mail such notice or any
defect  therein or in the mailing  thereof  shall not affect the validity of the
corporate action required to be specified in such notice.

     10. PAYMENT OF EXERCISE  PRICE.  The Holder shall pay the Exercise Price in
one of the following manners:

     (a) CASH EXERCISE. The Holder may deliver immediately available funds; or

     (b)  CASHLESS  EXERCISE.  At any time  after  the  earlier  to occur of the
Effectiveness  Date (as defined in the  Registration  Rights  Agreement) and the
date the initial  registration  statement  filed  pursuant  to the  Registration
Rights  Agreement is declared  effective by the Commission,  when a registration
statement  covering the resale of the Warrant  Shares and naming the Holder as a
selling stockholder  thereunder is not then effective,  the Holder may surrender
this  Warrant to the Company  together  with a notice of cashless  exercise,  in
which event the Company  shall issue to the Holder the number of Warrant  Shares
determined as follows:

             X = Y [(A-B)/A]

     where:

             X = the number of Warrant Shares to be issued to the Holder.

             Y = the number of Warrant  Shares with  respect to which this
                 Warrant is being exercised.

             A = the average of the closing sale prices of the Common Stock for
                 the five (5) trading days immediately prior to (but not
                 including) the Date of Exercise.

             B = the Exercise Price.

For purposes of Rule 144  promulgated  under the Securities Act, it is intended,
understood  and  acknowledged  that the  Warrant  Shares  issued  in a  cashless
exercise  transaction  shall be deemed to have been acquired by the Holder,  and
the  holding  period  for the  Warrant  Shares  shall  be  deemed  to have  been
commenced, on the issue date.

     11. CERTAIN EXERCISE RESTRICTIONS.

     (a) A Holder may not  exercise  this  Warrant to the extent  such  exercise
would result in the Holder,  together with any affiliate  thereof,  beneficially
owning  (as  determined  in  accordance  with  Section  13(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules  promulgated
thereunder)  in excess of 4.999% of the then  issued and  outstanding  shares of
Common  Stock,  including  shares  issuable  upon such exercise and held by such
Holder after application of this Section. Since the Holder will not be obligated
to report to the Company the number of shares of Common Stock it may hold at the
time of an exercise hereunder,  unless the exercise at issue would result in the

                                       9
<PAGE>
issuance of shares of Common  Stock in excess of 4.999% of the then  outstanding
shares  of  Common  Stock  without  regard  to any  other  shares  which  may be
beneficially owned by the Holder or an affiliate thereof,  the Holder shall have
the authority and obligation to determine  whether the restriction  contained in
this Section will limit any particular exercise hereunder and to the extent that
the Holder determines that the limitation contained in this Section applies, the
determination  of which  portion  of this  Warrant is  exercisable  shall be the
responsibility  and obligation of the Holder. If the Holder has delivered a Form
of Election to Purchase for a number of Warrant  Shares that,  without regard to
any other shares that the Holder or its affiliates may  beneficially  own, would
result in the issuance in excess of the permitted amount hereunder,  the Company
shall  notify  the  Holder  of this fact and shall  honor the  exercise  for the
maximum  portion  of this  Warrant  permitted  to be  exercised  on such Date of
Exercise in accordance with the periods  described  herein and, at the option of
the Holder,  either keep the portion of the  Warrant  tendered  for  exercise in
excess of the permitted  amount  hereunder  for future  exercises or return such
excess portion of the Warrant to the Holder.  The provisions of this Section may
be waived by a Holder (but only as to itself and not to any other  Holder)  upon
not less  than 61 days  prior  notice to the  Company.  Other  Holders  shall be
unaffected by any such waiver.

     (b) A Holder may not  exercise  this  Warrant to the extent  such  exercise
would result in the Holder,  together with any affiliate  thereof,  beneficially
owning (as  determined in accordance  with Section 13(d) of the Exchange Act and
the rules  promulgated  thereunder)  in excess of 9.999% of the then  issued and
outstanding shares of Common Stock, including shares issuable upon such exercise
and held by such Holder after application of this Section. Since the Holder will
not be  obligated  to report to the Company the number of shares of Common Stock
it may hold at the time of an exercise  hereunder,  unless the exercise at issue
would  result in the  issuance of shares of Common  Stock in excess of 9.999% of
the then  outstanding  shares of Common Stock without regard to any other shares
which may be  beneficially  owned by the  Holder or an  affiliate  thereof,  the
Holder  shall  have the  authority  and  obligation  to  determine  whether  the
restriction  contained  in this  Section  will  limit  any  particular  exercise
hereunder  and to the extent  that the  Holder  determines  that the  limitation
contained in this Section  applies,  the  determination of which portion of this
Warrant is exercisable shall be the responsibility and obligation of the Holder.
If the Holder has  delivered  a Form of  Election  to  Purchase  for a number of
Warrant  Shares that,  without regard to any other shares that the Holder or its
affiliates may  beneficially  own, would result in the issuance in excess of the
permitted amount hereunder, the Company shall notify the Holder of this fact and
shall honor the exercise for the maximum portion of this Warrant permitted to be
exercised  on such Date of Exercise  in  accordance  with the periods  described
herein and, at the option of the Holder,  either keep the portion of the Warrant
tendered for exercise in excess of the  permitted  amount  hereunder  for future
exercises  or return  such  excess  portion of the  Warrant to the  Holder.  The
provisions  of this Section may be waived by a Holder (but only as to itself and
not to any other Holder) upon not less than 61 days prior notice to the Company.
Other Holders shall be unaffected by any such waiver.

     12. FRACTIONAL  SHARES. The Company shall not be required to issue or cause
to be issued  fractional  Warrant  Shares on the exercise of this  Warrant.  The
number of full Warrant  Shares which shall be issuable upon the exercise of this
Warrant shall be computed on the basis of the aggregate number of Warrant Shares

                                       10
<PAGE>
purchasable  on  exercise of this  Warrant so  presented.  If any  fraction of a
Warrant Share would,  except for the provisions of this Section,  be issuable on
the exercise of this  Warrant,  the Company shall pay an amount in cash equal to
the Exercise Price multiplied by such fraction.

     13. NOTICES.  Any and all notices or other  communications or deliveries to
be provided by the Holder, including,  without limitation,  any Form of Election
to Purchase, shall be in writing and delivered personally,  by facsimile or sent
by a nationally recognized overnight courier service, addressed to the attention
of the Chief Financial Officer of the Company addressed to 1811 Chestnut Street,
Suite  120,  Philadelphia,  Pennsylvania  19103  or to  facsimile  number  (215)
972-8183,  or to such other address or facsimile number as shall be specified in
writing  by the  Company  for  such  purpose.  Any  and  all  notices  or  other
communications or deliveries to be provided by the Company hereunder shall be in
writing  and  delivered  personally,  by  facsimile  or  sent  by  a  nationally
recognized  overnight courier service,  addressed to the Holder at the facsimile
telephone number or address of the Holder appearing on the books of the Company,
or if no such facsimile  telephone number or address  appears,  at the principal
place of business of the Holder. Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the date of
transmission, if such notice or communication is delivered via facsimile and the
party giving such notice has a confirmation  of  transmission  setting forth the
date and time of  transmission,  which was produced by the facsimile  machine at
the facsimile telephone number specified in this Section prior to 8:00 p.m. (New
York City time), (ii) the date after the date of transmission, if such notice or
communication  is delivered via facsimile and the party giving such notice has a
confirmation  of transmission  setting forth the date and time of  transmission,
which was produced by the facsimile  machine at the facsimile  telephone  number
specified in this Section  later than 8:00 p.m. (New York City time) on any date
and  earlier  than  11:59 p.m.  (New York City  time) on such  date,  (iii) upon
receipt, if sent by a nationally  recognized  overnight courier service, or (iv)
upon actual receipt by the party to whom such notice is required to be given.

     14.  WARRANT  AGENT.  The Company  shall serve as warrant  agent under this
Warrant.  Upon thirty (30) days' notice to the Holder, the Company may appoint a
new warrant  agent.  Any  corporation  into which the Company or any new warrant
agent may be merged or any corporation resulting from any consolidation to which
the Company or any new  warrant  agent  shall be a party or any  corporation  to
which the Company or any new warrant agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

     15. MISCELLANEOUS.

     (a) This  Warrant  shall be  binding  on and  inure to the  benefit  of the
parties hereto and their respective  successors and assigns. This Warrant may be
amended  only in  writing  signed  by the  Company  and  the  Holder  and  their
successors and assigns.

     (b)  Subject to Section  15(a),  above,  nothing in this  Warrant  shall be
construed  to give to any person or  corporation  other than the Company and the
Holder any legal or equitable  right,  remedy or cause under this Warrant.  This
Warrant  shall  inure to the sole and  exclusive  benefit of the Company and the
Holder.

     (c) The  corporate  laws of the State of Delaware  shall  govern all issues
concerning the relative  rights of the Company and its  stockholders.  All other
questions concerning the construction,  validity, enforcement and interpretation
of this Warrant  shall be governed by and  construed  and enforced in accordance
with  the  internal  laws  of the  State  of New  York,  without  regard  to the
principles of conflicts of law thereof.

     (d) The headings herein are for convenience  only, do not constitute a part
of this Warrant and shall not be deemed to limit or affect any of the provisions
hereof.

     (e) In case  any one or more of the  provisions  of this  Warrant  shall be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms and provisions of this Warrant shall not in any way be affected
or impaired  thereby and the parties  will attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be a  commercially  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Warrant.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]

                                       11
<PAGE>
         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed by its authorized officer as of the date first indicated above.



                                        GLOBAL TECHNOLOGIES, LTD.

                                        By: /s/ Patrick J. Fodale
                                            ------------------------------------
                                        Name: Patrick J. Fodale
                                        Title: Vice President

                                       12
<PAGE>
                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To Global Technologies, Ltd.:

     In  accordance  with the  Warrant  enclosed  with this Form of  Election to
Purchase,  the undersigned hereby  irrevocably elects to purchase  _____________
shares  of  Class  A  common  stock,   $.01  par  value  per  share,  of  Global
Technologies,  Ltd.  (the "Common  Stock") and , if such Holder is not utilizing
the cashless  exercise  provisions set forth in this Warrant,  encloses herewith
$________  in cash,  certified  or  official  bank  check or  checks,  which sum
represents  the  aggregate  Exercise  Price (as defined in the  Warrant) for the
number of shares of Common  Stock to which  this Form of  Election  to  Purchase
relates,  together with any applicable taxes payable by the undersigned pursuant
to the Warrant.

     The undersigned  requests that  certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of

                                   PLEASE INSERT SOCIAL SECURITY

OR

                                   TAX IDENTIFICATION NUMBER



                         (Please print name and address)



     If the number of shares of Common Stock  issuable upon this exercise  shall
not be all of the shares of Common  Stock which the  undersigned  is entitled to
purchase in accordance with the enclosed Warrant,  the undersigned requests that
a New Warrant (as defined in the Warrant)  evidencing  the right to purchase the
shares of Common Stock not issuable pursuant to the exercise evidenced hereby be
issued in the name of and delivered to:


                         (Please print name and address)




Dated: ___________________ , ___     Name of Holder:



                                     (Print)

                                     (By:)

                                     (Name:)

                                     (Title:)

                                     (Signature must conform in all respects to
                                     name of holder as specified on the face of
                                     the Warrant)

                                     Check box, if applicable:

                                     [ ] The Holder intends to sell the shares
                                         of Common Stock issuable hereunder
                                         pursuant to Rule 144 promulgated under
                                         the Securities Act of 1933, as amended.

                                       13
<PAGE>
                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant to purchase  ____________ shares of Common Stock of Global Technologies,
Ltd. to which the within Warrant relates and appoints  ________________ attorney
to transfer said right on the books of Global Technologies, Ltd. with full power
of substitution in the premises.

Dated:

---------------, ----



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

                                      (Signature must conform in all respects to
                                      name of holder as specified on the face of
                                      the Warrant)



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

                                      Address of Transferee

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

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


In the presence of:

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