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                                   EXHIBIT 3.6


                        FOURTH CERTIFICATE OF DESIGNATION
                                       OF
                           GLOBAL TECHNOVATIONS, INC.


         Section 1.  Designation,  Number of Shares and Stated Value of Series C
Convertible Preferred Stock. There is hereby authorized and established a series
of Preferred  Stock that shall be designated  as Series C Convertible  Preferred
Stock ("Series C Preferred"),  and the number of shares constituting such series
shall be 2,000. Such number of shares may be increased or decreased,  but not to
a number  less than the number of shares of Series C  Preferred  then issued and
outstanding,  by resolution adopted by the Board of Directors. The par value per
share of the Series C Preferred shall be $1,000.

     Section 2. Definitions.  In addition to the definitions set forth elsewhere
herein, the following terms shall have the meanings indicated:

         "Business  Day" shall mean any day other than a  Saturday,  Sunday or a
day on which banking  institutions in Miami, Florida are authorized or obligated
by law or executive order to close.

         "Common Stock" shall mean the common stock, par value $0.001 per share,
of the Corporation.

         "Corporation" shall mean Global Technovations, Inc.

         "Junior  Securities"  means the  Common  Stock and any other  series of
stock issued by the Corporation ranking junior as to the Series C Preferred upon
liquidation, dissolution or winding up of the Corporation.

     Section 3. Dividends and Distributions.

         (a) The Series C  Preferred  shall rank prior to the Common  Stock with
respect to  dividends.  The record  holders of shares of the Series C  Preferred
shall be entitled to receive cash  dividends at an annual rate of 10% of the par
value (the "Dividend Rate"). Such dividends shall be payable quarterly, when, as
and if  declared  by the  Board  of  Directors  out of funds  legally  available
therefor,  on April 10, July 10, October 10, and January 10 in each year (each a
"Dividend Payment Date") to record holders as of March 31, June 30, September 30
and December 31 in each year (the  "Record  Date").  Dividends  shall be paid in
cash unless otherwise provided.

         (b) Dividends shall be calculated on the basis of the time elapsed from
and  including  the date of issuance of such shares to and  including the Record
Date  or  on  any  final  distribution  date  relating  to  redemption  or  to a
dissolution, liquidation or winding up of the Corporation.

         (c) Dividends  payable on each  Dividend  Payment Date shall be paid to
record  holders of the shares of Series C Preferred  as they appear on the books
of the  Corporation  at the close of  business  on the  applicable  Record  Date
immediately  preceding  the  respective  Dividend  Payment Date or on such other
record  date as may be fixed by the Board of  Directors  of the  Corporation  in
advance of a Dividend  Payment Date,  provided that no such Record Date shall be
less than 10 nor more than 60 calendar  days  preceding  such  Dividend  Payment
Date.

         (d) So long as any shares of Series C  Preferred  are  outstanding,  no
dividend or other  distribution,  whether in liquidation or otherwise,  shall be
declared  or paid,  or set apart for  payment  on or in  respect  of, any Junior
Securities, nor shall any Junior Securities, be redeemed, purchased or otherwise
acquired  for any  consideration  (or any  money  be paid to a  sinking  fund or
otherwise  set  apart  for  the  purchase  or  redemption  of  any  such  Junior
Securities),  unless (i) all dividends on all outstanding shares of the Series C
Preferred  shall have been paid or set apart for payment  for all past  dividend
periods,  and (ii) sufficient funds shall have been set apart for the payment of
the dividend for the then current  dividend  period with respect to the Series C
Preferred.

     Section 4. Optional  Conversion.  The record  holders of shares of Series C
Preferred shall have the following conversion rights:

         (a)  Right  to  Convert:   Conversion  Price,  Subject  to  the  terms,
conditions,  and  restrictions of this Section 4, the record holder of any share
or shares of Series C Preferred  shall have the right to convert each such share
of Series C Preferred  into a number of shares of Common  Stock equal to the par
value of the Series C Preferred  plus all accrued but unpaid  dividends  of such
share or shares of Series C Preferred  divided by the  "Conversion  Price" which
shall be equal to the greater of (i) 75 % of the closing bid price of the Common
Stock (the "Closing Price"),  on the trading day immediately  preceding the date
of conversion (the "Conversion Date") or (b) $.4375 per share of Common Stock.

         (b)      Conversion  Dates.  The record  holder of any share or shares
of Series C Preferred may convert such shares at any Time after issuance of such
shares.

         (c) Conversion  Notice.  The right of conversion  shall be exercised by
the record  holder  thereof by  telecopying  or faxing an executed and completed
written  notice (the  "Conversion  Notice") to the  Corporation  that the record
holder elects to convert a specified number of shares of Series C Preferred into
Common Stock and by delivering the original  Conversion Notice and a certificate
or  certificates of Series C Preferred being converted to the Corporation at its
principal  office  (or such  other  office or agency of the  Corporation  as the
Corporation  may  designate  by notice in writing  to the  record  holder of the
Series C  Preferred),  together  with a  statement  of the  name or names  (with
address) in which the  certificate  or  certificates  for shares of Common Stock
shall be issued.  The business  date  indicated on a Conversion  Notice which is
telecopied to and received by the  Corporation in accordance with the provisions
hereof shall be deemed a Conversion  Date. The  Conversion  Notice shall include
therein the par value of shares of Series C  Preferred  to be  converted,  and a
calculation (a) of the Average Closing Price, (b) the Conversion  Price, and (c)
the  number  of shares of  Common  Stock to be  issued in  connection  with such
conversion.  The  Corporation  shall have the right to review  the  calculations
included in the Conversion  Notice,  and shall provide notice of any discrepancy
or dispute therewith within one business day of the receipt thereof.

         (d) Issuance of Certificates - Time Conversion Effected.  Promptly, but
in no event more than three  business  days after the receipt of the  Conversion
Notice  referred  to in  Section  4 (c)  and  surrender  of the  certificate  or
certificates for the share or shares of Series C Preferred to be converted,  the
Corporation shall issue and deliver, or cause to be issued and delivered, to the
record holder, shares of Common Stock,  registered in such name or names as such
record holder may direct,  a certificate or certificates for the number of whole
shares of Common  Stock  into  which  such  shares  of  Series C  Preferred  are
converted. Such conversion shall be deemed to have been effected as of the close
of business on the date on which such Conversion Notice shall have been received
by the Corporation,  and the rights of the record holder of such share or shares
of Series C Preferred  shall cease,  at such time,  and the person or persons in
whose name or names any certificate or  certificates  for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become the record
holder of the shares  represented  thereby.  Issuance of shares of Common  Stock
issuable  upon  conversion  which are requested to be registered in a name other
than that of the  registered  record holder shall be subject to compliance  with
all applicable federal and state securities laws.

         (e)  Fractional  Shares.  No  fractional  shares  shall be issued  upon
conversion of any Series C Preferred into Common Stock.  All  fractional  shares
shall be rounded down to the nearest  whole share.  In case the number of shares
of Series C Preferred represented by the certificate or certificates surrendered
pursuant to Section 4(a) exceeds the number of shares converted, the Corporation
shall,  upon such conversion,  execute and deliver to the record holder,  at the
expense of the Corporation,  a new certificate or certificates for the number of
shares of Series C Preferred  represented  by the  certificate  or  certificates
surrendered which are not to be converted.

         (f) Reorganization or Reclassification.  If any capital  reorganization
or reclassification of the capital stock of the Corporation shall be effected in
such a way that the record  holder of Common  Stock shall be entitled to receive
stock,  securities  or assets with respect to or in exchange  for Common  Stock,
then,  as a condition of such  reorganization  or  reclassification,  lawful and
adequate  provisions  shall be made  whereby  each  record  holder of a share or
shares of Series C Preferred shall thereupon have the right to receive, upon the
basis and upon the  terms and  conditions  specified  herein  and in lieu of the
shares of Common Stock immediately theretofore receivable upon the conversion of
such share or shares of Series C Preferred,  such shares of stock, securities or
assets as may be issued or payable  with  respect to or in exchange for a number
of outstanding shares of such Common Stock equal to the number of shares of such
Common Stock  immediately  theretofore  receivable upon such conversion had such
reorganization  or  reclassification  not  taken  place,  and in any  such  case
appropriate provisions shall be made with respect to the rights and interests of
such record  holder to the end that the  provisions  hereof  (including  without
limitation provisions for adjustments of the conversion rights) shall thereafter
be  applicable,  as  nearly  as may be,  in  relation  to any  shares  of stock,
securities or assets thereafter deliverable upon the exercise of such conversion
rights.

         (g) Adjustments for Splits,  Combinations,  etc., The Conversion  Price
and the number of shares of Common Stock into which the Series C Preferred shall
be  convertible  shall be  adjusted  for stock  splits,  combinations,  or other
similar  events  including  stock  dividends  paid to holders  of Common  Stock.
Additionally,  an  adjustment  will be made in the case of an exchange of Common
Stock,  consolidation  or  merger  of  the  Corporation  with  or  into  another
corporation or sale of all or substantially all of the assets of the Corporation
in order to enable the record  holder of Series C Preferred  to acquire the kind
and the number of shares of stock or other securities or property  receivable in
such event by a record  holder of the Series C Preferred of the number of shares
that  might  otherwise  have been  issued  upon the  conversion  of the Series C
Preferred.  No  adjustment  to the  Conversion  Price will be made for dividends
(other than stock dividends), if any, paid on the Common Stock dividends paid on
any series of preferred  stock, or for securities  issued for fair value (giving
effect to any liquidity or other appropriate discount).

         Section 5. Shares to be Reserved.  The Corporation,  upon the effective
date of this  Certificate of Designation,  has a sufficient  number of shares of
Common  Stock  available  to reserve for  issuance  upon the  conversion  of all
outstanding  shares of Series C Preferred,  pursuant to the terms and conditions
set forth in  Section  4. The  Corporation  will at all times  reserve  and keep
available out of its authorized Common Stock, solely for the purpose of issuance
upon the  conversion  of Series C Preferred as herein  provided,  such number of
shares of Common  Stock as shall then be  issuable  upon the  conversion  of all
outstanding  shares of Series C Preferred.  The  Corporation  covenants that all
shares of  Common  Stock  which  shall be so  issued  shall be duly and  validly
issued, fully paid and non assessable. The Corporation will take all such action
as may be  required,  if the total  number of shares of Common  Stock issued and
issuable  after such action  upon  conversion  of the Series C  Preferred  would
exceed  the  total  number of shares of  Common  Stock  then  authorized  by the
Corporation's Certificate of Incorporation, as amended, in order to increase the
number of  authorized  shares of Common Stock to a number  sufficient  to permit
conversion of the Series C Preferred.

         Section 6. Closing of Books.  The Corporation will at no time close its
transfer  books  against the transfer of any Series C Preferred or of any shares
of Common Stock issued or issuable upon the conversion of any shares of Series C
Preferred  in any manner which  interferes  with the timely  conversion  of such
Series  C  Preferred,  except  as may  otherwise  be  required  to  comply  with
applicable securities laws.

         Section 7.        Redemption.

         (a) The  Corporation  may redeem the Series C Preferred at any time, in
whole or in part, prior to the submission of a Conversion Notice, at 115% of the
par value of the Series C Preferred plus all accrued and unpaid  dividends until
June 30, 2001, after which redemption may be made at 120% of par value, plus all
accrued and unpaid  dividends.  To redeem  Series C Preferred,  the  Corporation
shall  deliver  notice  to  the  record  holder,  provided,  however,  that  the
Corporation may not redeem Series C Preferred after a Conversion Notice has been
delivered by the record holder.

         (b)  As  promptly  as  practicable   after  receiving   notice  of  the
Corporation's  election to redeem the Series C  Preferred  (but in no case later
than three business days thereafter),  the record holder, at its expense,  shall
surrender  the  Series  C  Preferred  to the  Corporation,  duly  endorsed  with
medallion  guarantees,  at  the  principal  offices  of  the  Corporation.   The
Corporation  shall make the  redemption  payment within five business days after
the Corporation delivers to the record holder notice of redemption  ("Redemption
Payment  Date").  Dividends  shall  continue to accrue on the Series C Preferred
until the  Redemption  Payment Date. If the Series C Preferred is to be redeemed
in part, then upon surrender of the Series C Preferred,  the  Corporation  shall
deliver to the record  holder a new  certificate  of Series C  Preferred  in the
aggregate  principal  amount equal to the  unredeemed  portion  thereof.  If the
Corporation falls to make payment, by check drawn on an United States commercial
bank, in cash to the record holder, in full by the Redemption  Payment Date, the
Corporation  shall  forfeit  its rights of  redemption  pursuant to Section 7 in
relation to the redemption made and all future redemptions.

         Section  8.  Reacquired  Shares.  Any  shares  of  Series  C  Preferred
repurchased, redeemed, or otherwise acquired by the Corporation shall be retired
and canceled promptly after the acquisition thereof. All such shares shall, upon
their cancellation, become authorized but unissued shares of Series C Preferred,
without designation as to series or class.

         Section 9. Voting  Rights.  Except as  otherwise  provided by law,  the
record  holders of the shares of Series C Preferred  shall not have the right to
vote on any matters that come before the  stockholders of the Corporation  prior
to conversion as provided herein prior to conversion as provided herein.

         Section 10.       Record  Holders.  The Corporation may deem and treat
the record holder of any shares of Series C Preferred as the true and lawful
owner thereof for all purposes, and the Corporation shall not be affected by
any notice to the contrary.

         Section  11.  Notice.  Except as may  otherwise  be  provided by law or
provided for herein, all notices referred to herein shall be in writing, and all
notices  hereunder shall be deemed to have been given upon receipt,  in the case
of a notice of conversion given to the Corporation, or, in all other cases, upon
the earlier of receipt of such notice or two Business Days after the delivery by
overnight  courier addressed if to the Corporation,  to its principal  executive
offices or to any agent of the Corporation designated as permitted hereby, or if
to a record  holder of the  Series C  Preferred,  to such  record  holder at the
address of such record  holder of the Series C Preferred  as listed in the stock
record books of the Corporation,  or to such other address as the Corporation or
holder, as the case may be, shall have designated by notice similarly given.

         Section 12.  Successors and Transferees.  The provisions  applicable to
shares of Series C  Preferred  shall  bind and  inure to the  benefit  of and be
enforceable by the  Corporation,  the respective  successors to the Corporation,
and by any record holder of shares of Series C Preferred.

         Section 13. Guarantees. Whenever this Certificate of Designation refers
to the delivery of Series C Preferred,  conversion  of Series C Preferred or the
redemption of Series C Preferred such delivery,  conversion or redemption  shall
not be  completed  until the record  holder  delivers  an  executed  stock power
containing a medallion guarantee.  The failure to mention the stock power herein
shall not create an implication to the contrary.

         IN  WITNESS  WHEREOF,  the  undersigned  has signed  and  executed  the
foregoing Fourth Certificate of Designation on this _____ day of January, 2001.


GLOBAL TECHNOVATIONS, INC.




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


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