Exhibit 4.26


                                  ATTACHMENT A

                        Powers, Designations, Preferences
        and Relative, Participating, Optional or Other Special Rights of
            and the Qualifications, Limitations or Restrictions Upon

                            GLOBAL TECHNOLOGIES, LTD.
                     SERIES E 8% CONVERTIBLE PREFERRED STOCK

     Section 1. DESIGNATION, AMOUNT AND PAR VALUE. The series of preferred stock
shall be  designated  as Global  Technologies,  Ltd.'s  Series E 8%  Convertible
Preferred Stock (the  "PREFERRED  STOCK") and the number of shares so designated
shall be 250 (which shall not be subject to increase  without the consent of the
holders  of  the  Preferred  Stock  (each,  a  "HOLDER"  and  collectively,  the
"HOLDERS")).  Each share of Preferred Stock shall have a par value of $.01 and a
stated value equal to the sum of $10,000 plus all accrued  dividends to the date
of  determination  to the extent not previously  paid in cash in accordance with
the terms hereof (the "STATED VALUE").

     Section 2. DIVIDENDS.

     (a) Holders shall be entitled to receive,  out of funds  legally  available
therefor,  and the Company shall pay, cumulative dividends at the rate per share
(as a percentage of the Stated Value per share) of 8% per annum, payable on each
December 31, March 31, June 30 and  September 30 for so long as such share shall
be  outstanding,  commencing June 30, 2001 (each such quarterly date is referred
to herein as a "DIVIDEND  PAYMENT DATE"),  in cash or by accretion of the Stated
Value.  Subject to the terms and  conditions  herein,  the  decision  whether to
accrete dividends  hereunder to the Stated Value or to pay for dividends in cash
shall be at the discretion of the Company. The Company shall provide the Holders
written  notice of its  intention to accrete  dividends  hereunder to the Stated
Value or pay  dividends  in cash not less than ten days  prior to each  Dividend
Payment  Date for so long as shares of  Preferred  Stock  are  outstanding  (the
Company may indicate in such notice that the  election  contained in such notice
shall continue for later periods until revised).  Failure to timely provide such
written  notice  shall be deemed (if  permitted  hereunder)  an  election by the
Company to accrete  dividends  hereunder to the Stated  Value.  Dividends on the
Preferred Stock shall be calculated on the basis of a 365-day year, shall accrue
daily commencing on the Original Issue Date (as defined in Section 8), and shall
be deemed to accrue from such date whether or not earned or declared and whether
or not  there  are  profits,  surplus  or  other  funds of the  Company  legally
available for the payment of dividends.  Except as otherwise provided herein, if
at any time the  Company  pays  less than the total  amount  of  dividends  then
accrued on account of the Preferred  Stock,  such payment  shall be  distributed
ratably  among the Holders  based upon the number of shares of  Preferred  Stock
held by each Holder.  Any  dividends to be paid in cash  hereunder  that are not
paid within  three  Trading  Days (as defined in Section 8) following a Dividend
Payment Date shall continue to accrue and shall entail a late fee, which must be
paid in cash,  at the rate of 18% per  annum or the  lesser  rate  permitted  by

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applicable  law (such fees to accrue  daily,  from the date such dividend is due
hereunder through and including the date of payment).

     (b) Notwithstanding  anything to the contrary contained herein, the Company
must pay dividends in cash if:

          (i) the number of shares of Common  Stock (as defined in Section 8) at
the time authorized, unissued and unreserved for all purposes is insufficient to
accrete such  dividends to the Stated Value to permit  conversion in full of all
outstanding Stated Value; or

          (ii)  the  accretion  of  such  dividends  to  the  Stated  Value  and
subsequent  conversions of all then  outstanding  Stated Value would result in a
violation  of Section  5(a)(ii) or the rules of the Nasdaq  Stock  Market or any
other rules and regulations  governing any other market or exchange on which the
Common Stock is then listed or quoted for trading.

     (c) So long as any Preferred  Stock shall remain  outstanding,  neither the
Company nor any subsidiary  thereof shall redeem,  purchase or otherwise acquire
directly  or  indirectly  any Junior  Securities  (as defined in Section 8), nor
shall the Company directly or indirectly pay or declare any dividend or make any
distribution  (other than a dividend or  distribution  described in Section 5 or
dividends due and paid in the ordinary  course on preferred stock of the Company
at such  times when the  Company is in  compliance  with its  payment  and other
obligations  hereunder),  nor shall any  distribution be made in respect of, any
Junior  Securities,  nor shall any  monies  be set aside for or  applied  to the
purchase  or  redemption  (through a sinking  fund or  otherwise)  of any Junior
Securities or shares pari passu with the Preferred Stock.

     Section  3.  VOTING  RIGHTS.  Except as  otherwise  provided  herein and as
otherwise  required by law,  the  Preferred  Stock shall have no voting  rights.
However,  so long as any shares of Preferred Stock are outstanding,  the Company
shall not,  without  the  affirmative  vote of the  Holders of a majority of the
shares of the Preferred Stock then  outstanding,  (a) alter or change  adversely
the powers, preferences or rights given to the Preferred Stock or alter or amend
this  Certificate  of  Designation,  (b)  authorize or create any class of stock
ranking as to dividends or distribution of assets upon a Liquidation (as defined
in Section 4) senior to or otherwise  pari passu with the Preferred  Stock,  (c)
amend its certificate or articles of incorporation or other charter documents so
as to affect  adversely any rights of the Holders,  (d) increase the  authorized
number of shares of  Preferred  Stock,  or (e)  enter  into any  agreement  with
respect to the foregoing.

     Section 4. LIQUIDATION. Upon any liquidation,  dissolution or winding-up of
the Company,  whether  voluntary or involuntary (a  "LIQUIDATION"),  the Holders
shall be  entitled  to receive out of the assets of the  Company,  whether  such
assets are capital or surplus, for each share of Preferred Stock an amount equal
to the Stated Value per share before any  distribution  or payment shall be made
to the holders of any Junior Securities,  and if the assets of the Company shall
be  insufficient  to pay in full  such  amounts,  then the  entire  assets to be
distributed  to the Holders shall be  distributed  among the Holders  ratably in
accordance  with the respective  amounts that would be payable on such shares if
all amounts payable thereon were paid in full. A sale, conveyance or disposition
of 50% or more of the assets of the Company or the  effectuation  by the Company

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of a transaction or series of related transactions in which more than 33% of the
voting power of the Company is disposed of, or a consolidation  or merger of the
Company with or into any other company or companies  into one or more  companies
not  wholly-owned  by the  Company  shall not be treated as a  Liquidation,  but
instead shall be subject to the  provisions of Section 5. The Company shall mail
written  notice  of any such  Liquidation,  not less  than 45 days  prior to the
payment date stated therein, to each record Holder.

     Section 5. CONVERSION.

     (a)  (i)  CONVERSIONS  AT OPTION OF HOLDER.  Each share of Preferred  Stock
shall be convertible into shares of Common Stock (subject to the limitations set
forth in Section  5(a)(ii)),  at the Conversion Ratio (as defined in Section 8),
at the option of the Holder at any time and from time to time from and after the
Original  Issue Date.  Holders  shall effect  conversions  by  surrendering  the
certificate or  certificates  representing  the shares of Preferred  Stock to be
converted to the Company,  together with the form of conversion  notice attached
hereto as  EXHIBIT A (a  "CONVERSION  NOTICE").  Each  Conversion  Notice  shall
specify the number of shares of Preferred  Stock to be converted and the date on
which such conversion is to be effected, which date may not be prior to the date
the Holder  delivers  such  Conversion  Notice  (including  by  facsimile)  (the
"CONVERSION  DATE"). If no Conversion Date is specified in a Conversion  Notice,
the  Conversion  Date  shall be the date  that a  Conversion  Notice  is  deemed
delivered  hereunder.  If the  Holder  is  converting  less  than all  shares of
Preferred Stock  represented by the certificate or certificates  tendered by the
Holder  with the  Conversion  Notice,  or if a  conversion  hereunder  cannot be
effected in full for any  reason,  the Company  shall  promptly  deliver to such
Holder  (in the  manner  and  within  the time  set  forth  in  Section  5(b)) a
certificate  representing  the number of shares of  Preferred  Stock as have not
been converted.

          (ii)  CONVERSION  RESTRICTION.  Unless (i) permitted by the applicable
rules and  regulations  of the principal  securities  market on which the Common
Stock is listed  or traded or (ii) the  Company  has  obtained  approval  of the
shareholders  of the Company of the issuance of the Common Stock upon conversion
of the  Preferred  Stock in  accordance  with  applicable  law and the rules and
regulations  of any  stock  exchange,  interdealer  quotation  system  or  other
self-regulatory  organization  with  jurisdiction over the Company or any of its
securities (the "SHAREHOLDER  APPROVAL"),  in no event shall the total number of
shares of Common Stock issued upon conversion of the Preferred Stock  (including
any shares of capital stock or rights to acquire  shares of capital stock issued
by the Company which are  aggregated or integrated  with the Common Stock issued
or issuable upon conversion of the Preferred Stock for purposes of any such rule
or  regulation)  exceed the  maximum  number of shares of Common  Stock that the
Company  can so  issue  pursuant  to any  rule of the  principal  United  States
securities  market on which the Common Stock trades  (including  Rule 4350(i) of
the Nasdaq Stock Market or any successor rule) (the "ISSUABLE  MAXIMUM")  which,
as of the Original Issue Date, shall be 2,316,466 (19.99% of the total shares of
Common  Stock  outstanding  on the Original  Issue  Date),  subject to equitable
adjustments from time to time for stock splits,  stock dividends,  combinations,
capital  reorganizations  and  similar  events  relating  to  the  Common  Stock
occurring  after the Original  Issue Date.  In the event that (a) the  aggregate
number  of shares  of  Common  Stock  actually  issued  upon  conversion  of the
Preferred Stock  represents at least 50% of the Issuable Maximum and (b) the sum
of (x) the  aggregate  number of shares of Common  Stock  actually  issued  upon

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conversion of the outstanding  Preferred Stock plus (y) the aggregate  number of
shares of Common Stock that remain  issuable upon  conversion of Preferred Stock
at the then effective Conversion Price,  represents at least one hundred percent
(100%) of the Issuable  Maximum (the "Triggering  Event"),  the Company will use
its best efforts to seek and obtain  Shareholder  Approval (or obtain such other
relief as will allow conversions hereunder in excess of the Issuable Maximum) as
soon as practicable following the Triggering Event.

     (b) Not later than three  Trading  Days after  each  Conversion  Date,  the
Company  will  deliver  to  the  Holder  (A)  a  certificate   or   certificates
representing  the  number  of shares of Common  Stock  being  acquired  upon the
conversion  of  shares  of  Preferred  Stock,  (B)  one  or  more   certificates
representing  the number of shares of Preferred  Stock not  converted  and (C) a
bank check in the amount of accrued  and unpaid  dividends  (if the  Company has
elected or is required to pay accrued  dividends in cash).  Notwithstanding  the
foregoing or anything to the contrary contained herein, the Company shall not be
obligated to issue  certificates  evidencing the shares of Common Stock issuable
upon  conversion  of any shares of  Preferred  Stock until one Trading Day after
certificates  evidencing  such  shares  of  Preferred  Stock are  delivered  for
conversion to the Company,  or the Holder of such  Preferred  Stock notifies the
Company that such  certificates have been lost, stolen or destroyed and provides
a bond (or other adequate  security)  reasonably  satisfactory to the Company to
indemnify the Company from any loss incurred by it in connection  therewith.  If
in the case of any Conversion  Notice such  certificate or certificates  are not
delivered to or as directed by the  applicable  Holder by the third  Trading Day
after the  Conversion  Date,  the Holder  shall be  entitled to elect by written
notice to the Company at any time on or before its  receipt of such  certificate
or  certificates  thereafter,  to rescind  such  conversion,  in which event the
Company shall  immediately  return the  certificates  representing the shares of
Preferred Stock tendered for conversion.

     (c)  (i) The conversion  price for each share of Preferred  Stock in effect
on any Conversion Date shall be the Per Share Market Value on the Original Issue
Date, i.e., $0.3125 (the "CONVERSION PRICE").

          (ii) If the Company,  at any time while any shares of Preferred  Stock
are outstanding, shall (a) pay a stock dividend or otherwise make a distribution
or  distributions  on shares of its Junior  Securities or pari passu  securities
payable in shares of Common Stock,  (b) subdivide  outstanding  shares of Common
Stock into a larger number of shares,  (c) combine  outstanding shares of Common
Stock into a smaller  number of  shares,  or (d) issue by  reclassification  and
exchange of the Common Stock any shares of capital  stock of the  Company,  then
the  Conversion  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
5(c)(ii)  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, combination or re-classification.  Whenever the Conversion Price is
adjusted  pursuant to this Section  5(c)(ii) the Company shall  promptly mail to
each Holder,  a notice setting forth the Conversion  Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment.

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          (iii)  All  calculations  under  this  Section  5 shall be made to the
nearest cent or the nearest  1/100th of a share,  as the case may be. 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.

          (iv) 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,  the Holders of the  Preferred  Stock then
outstanding  shall have the right  thereafter  to convert  such  shares into the
shares of stock and  other  securities,  cash and  property  receivable  upon or
deemed to be held by holders of Common Stock following such  reclassification or
share  exchange,  and the Holders of the Preferred  Stock shall be entitled upon
such event to receive such amount of securities, cash or property as a holder of
the number of shares of Common  Stock of the  Company  into which such shares of
Preferred   Stock  could  have  been   converted   immediately   prior  to  such
reclassification  or share  exchange  would have been  entitled.  This provision
shall similarly apply to successive reclassifications or share exchanges.

          (v) In case of any merger or consolidation of the Company with or into
another  Person,  or sale by the Company of more than  one-half of the assets of
the Company (on an as-valued basis) in one or a series of related  transactions,
a Holder  shall have the right  thereafter  to convert  its shares of  Preferred
Stock  into 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 such Holder shall be entitled upon such event
or series of  related  events to receive  such  amount of  securities,  cash and
property as the shares of Common Stock into which such shares of Preferred Stock
could have been converted  immediately  prior to such merger,  consolidation  or
sales would have been entitled.

          (vi) If (a)  the  Company  shall  declare  a  dividend  (or any  other
distribution)  on the Common  Stock,  (b) the  Company  shall  declare a special
nonrecurring  cash  dividend on or a  redemption  of the Common  Stock,  (c) the
Company  shall  authorize  the granting to all holders of Common Stock rights or
warrants to subscribe  for or purchase any shares of capital  stock of any class
or of any rights,  (d) 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,  of any compulsory share
of exchange whereby the Common Stock is converted into other securities, cash or
property,  or (e) the Company  shall  authorize  the  voluntary  or  involuntary
dissolution,  liquidation or winding up of the affairs of the Company;  then the
Company  shall  notify the Holders at their last  addresses as they shall appear
upon the stock  books of the  Company,  at least 30  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
close,  and the date as of which it is expected  that holders of Common Stock of
record shall be entitled to exchange their Common Stock for securities,  cash or
other property deliverable upon such  reclassification,  consolidation,  merger,

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sale,  transfer or share  exchange.  Holders are  entitled to convert  shares of
Preferred  Stock during the 30-day period  commencing the date of such notice to
the effective date of the event triggering such notice.

     (d) The  Company  covenants  that it will at all  times  reserve  and  keep
available out of its authorized  and unissued  shares of Common Stock solely for
the purpose of issuance upon conversion of Preferred Stock, free from preemptive
rights or any other actual contingent  purchase rights of persons other than the
Holders,  not less  than such  number  of  shares  of  Common  Stock as shall be
issuable  (taking into account the  provisions of Section 5(a) and Section 5(c))
upon the conversion of all outstanding  shares of Preferred  Stock.  The Company
covenants that all shares of Common Stock that shall be so issuable shall,  upon
issue,   be  duly  and  validly   authorized  and  issued  and  fully  paid  and
nonassessable.

     (e) Upon a conversion  hereunder the Company shall not be required to issue
stock certificates  representing fractions of shares of Common Stock, but may if
otherwise  permitted,  make a cash payment in respect of any final fraction of a
share based on the Per Share  Market  Value at such time.  If any fraction of an
Underlying Share would,  except for the provisions of this Section,  be issuable
upon a conversion  hereunder,  the Company  shall pay an amount in cash equal to
the Conversion Ratio multiplied by such fraction.

     (f) The  issuance  of  certificates  for  Common  Stock  on  conversion  of
Preferred  Stock shall be made  without  charge to the  Holders  thereof for any
documentary  stamp or similar  taxes that may be payable in respect of the issue
or delivery of such certificate, provided that the Company shall not be required
to pay any tax that may be payable in respect of any  transfer  involved  in the
issuance and delivery of any such  certificate  upon  conversion in a name other
than that of the Holder of such shares of Preferred Stock so converted.

     (g) Shares of Preferred  Stock  converted  into Common Stock or redeemed in
accordance with the terms hereof shall be canceled and may not be reissued.

     (h) Any  and all  notices  or  other  communications  or  deliveries  to be
provided by the Holders of the Preferred  Stock  hereunder,  including,  without
limitation, any Conversion Notice, shall be in writing and delivered personally,
by facsimile  or sent by a  nationally  recognized  overnight  courier  service,
addressed to the  attention of the General  Counsel 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 each Holder at
the facsimile  telephone number or address of such 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

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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.

     Section 6. OPTIONAL REDEMPTION.

     (a)  Subject  to the  provisions  of this  Section  6,  from and  after the
Original  Issue Date,  the Company  shall have the right,  upon 30 Trading Days'
notice (an "OPTIONAL  REDEMPTION  NOTICE" and the date such Optional  Redemption
Notice is received by a Holder,  an "OPTIONAL  REDEMPTION DATE") to the Holders,
to redeem all or any  portion of the shares of  Preferred  Stock  which have not
previously  been  redeemed or for which  Conversion  Notices shall not have been
delivered,  for a price  equal to the  Optional  Redemption  Price  (as  defined
below). The Company may only deliver an Optional Redemption Notice if the number
of shares of Common Stock at the time  authorized,  unissued and  unreserved for
all purposes is sufficient to satisfy the Company's  conversion  obligations  of
all shares of Preferred Stock then outstanding, and this must be the case during
the  entire  30  Trading  Days  between  the  date of  delivery  of an  Optional
Redemption  Notice and the date of payment of the Optional  Redemption  Price. A
Holder may, subject to Section 5(a) hereof, convert (and the Company shall honor
such  conversions in accordance  with the terms hereof) any or all of the shares
of  Preferred  Stock  subject to an Optional  Redemption  Notice  delivered  for
conversion on or prior to the 30th Trading Day following an Optional  Redemption
Date.

     (b) Failure by the Company to pay the entire Optional  Redemption  Price by
the 30th Trading Day following an Optional  Redemption Date shall, at the option
of the Holders  subject  thereto,  result in the  invalidation  AB INITIO of the
unpaid portion of such optional redemption, and, notwithstanding anything herein
to the  contrary,  the  Company  shall  thereafter  have no  further  rights  to
optionally  redeem any shares of  Preferred  Stock.  In such event,  the Company
shall,  at the option of the Holder,  either,  (i) not later than three  Trading
Days from receipt of Holder's request therefor,  return to the Holder all of the
shares of Preferred Stock for which such Optional  Redemption Price has not been
paid in full (the "UNPAID REDEMPTION SHARES") or (ii) convert all or any portion
of the Unpaid  Redemption  Shares in which event the Per Share  Market Value for
such shares shall be the lowest of the  Conversion  Price,  the Per Share Market
Value  calculated on the date the Optional  Redemption  Price was originally due
and the Per Share Market Value as of the Holder's written demand for conversion.
If the Holder elects  option (ii) above,  the Company shall within three Trading
Days of its receipt of such election  deliver to the Holder the shares of Common
Stock issuable upon conversion of the Unpaid  Redemption  Shares subject to such
Holder conversion  demand and otherwise  perform its obligations  hereunder with
respect thereto.

     (c) The "OPTIONAL  REDEMPTION PRICE" applicable for any Optional Redemption
Date shall  equal the  product of (A) the sum of (x) one and (y) the  product of
0.0125 and the number of months after the Original  Issue Date that the Optional
Redemption Date occurs (rounding such number down in the event that the Optional
Redemption Date occurs before the 15th of any month, and rounding such number up
in the event that the  Optional  Redemption  Date occurs on or after the 15th of
any  month),  and (B) the  aggregate  Stated  Value of the  number  of shares of
Preferred Stock being redeemed.

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     Section 7. [INTENTIONALLY LEFT BLANK]

     Section 8. DEFINITIONS.  For the purposes hereof, the following terms shall
have the following meanings:

     "COMMON STOCK" means the Company's Class A common stock, par value $.01 per
share,  and stock of any other class into which such shares may  hereafter  have
been reclassified or changed.

     "CONVERSION  RATIO" means, at any time, a fraction,  the numerator of which
is Stated Value and the  denominator  of which is the  Conversion  Price at such
time.

     "JUNIOR  SECURITIES" means the Common Stock and all other equity securities
of the Company other than those  securities that are outstanding on the Original
Issue Date and which are explicitly  senior in rights or liquidation  preference
to the Preferred Stock.

     "ORIGINAL  ISSUE  DATE"  shall mean the date of the first  issuance  of any
shares of the  Preferred  Stock  regardless  of the number of  transfers  of any
particular   shares  of  Preferred   Stock  and  regardless  of  the  number  of
certificates  which may be issued to evidence such Preferred  Stock,  i.e. March
30, 2001.

     "PER SHARE MARKET VALUE" means on any  particular  date (a) the closing bid
price per share of Common Stock on such date on the Nasdaq  National or SmallCap
Market or on any other  market or  exchange  on which the  Common  Stock is then
listed or quoted  ("SUBSEQUENT  MARKET"),  or if there is no such  price on such
date, then the closing bid price on the Nasdaq National or SmallCap Market or on
such  Subsequent  Market on the date nearest  preceding such date, or (b) if the
Common  Stock is not then  listed or quoted on the Nasdaq  National  or SmallCap
Market or on a Subsequent  Market,  the closing bid price for a shares of Common
Stock in the  over-the-counter  market,  as reported by the  National  Quotation
Bureau  Incorporated  or  similar  organization  or  agency  succeeding  to  its
functions of reporting  prices) at the close of business on such date, or (c) if
the  Common  Stock  is not  then  reported  by  the  National  Quotation  Bureau
Incorporated (or similar  organization or agency  succeeding to its functions of
reporting prices),  then the average of the "Pink Sheet" quotes for the relevant
conversion  period,  as  determined  in good faith by the Holder,  or (d) if the
Common  Stock are not then  publicly  traded the fair market value of a share of
Common Stock as determined by an appraiser selected in good faith by the Holders
of a majority of the shares of the Preferred Stock.

     "PERSON" means a corporation, an association, a partnership,  organization,
a business,  an individual,  a government or political  subdivision thereof or a
governmental agency.

     "TRADING  DAY" means (a) a day on which the  Common  Stock is traded on the
Nasdaq  National or  SmallCap  Market or on the  Subsequent  Market on which the
Common Stock is then listed or quoted,  as the case may be, or (b) if the Common

                                       8
<PAGE>
Stock is not listed on the Nasdaq National or SmallCap Market or on a Subsequent
Market,  a day on which  the  Common  Stock is  traded  in the  over-the-counter
market, as reported by the OTC Bulletin Board, or (c) if the Common Stock is not
quoted on the OTC Bulletin  Board,  a day on which the Common Stock is quoted in
the  over-the-counter  market  as  reported  by the  National  Quotation  Bureau
Incorporated (or any similar  organization or agency succeeding its functions of
reporting prices); PROVIDED, HOWEVER, that in the event that the Common Stock is
not listed or quoted as set forth in (a),  (b) and (c) hereof,  then Trading Day
shall mean any day except  Saturday,  Sunday and any day which  shall be a legal
holiday  or a day on which  banking  institutions  in the  State of New York are
authorized or required by law or other government action to close.

     "UNDERLYING  SHARES" means the shares of Common Stock into which the shares
of Preferred Stock are convertible in accordance with the terms hereof.

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<PAGE>
                                    EXHIBIT A

                              NOTICE OF CONVERSION

(To be Executed by the Registered Holder
in order to Convert shares of Preferred Stock)

The  undersigned  hereby  elects to convert  the number of shares of Series E 8%
Convertible  Preferred  Stock  indicated  below,  into  shares of Class A common
stock,  par value $.01 per share (the "COMMON STOCK"),  of Global  Technologies,
Ltd.,  a Delaware  corporation  (the  "COMPANY"),  according  to the  conditions
hereof,  as of the date written below. If shares are to be issued in the name of
a person other than  undersigned,  the  undersigned  will pay all transfer taxes
payable with respect thereto and is delivering  herewith such  certificates  and
opinions as reasonably requested by the Company in accordance therewith.  No fee
will be  charged  to the Holder  for any  conversion,  except for such  transfer
taxes, if any.

Conversion calculations:

                       _________________________________________________________
                       Date to Effect Conversion

                       _________________________________________________________
                       Number of shares of Preferred Stock to be Converted

                       _________________________________________________________
                       Stated Value of shares of Preferred Stock to be Converted

                       _________________________________________________________
                       Number of shares of Common Stock to be Issued

                       _________________________________________________________
                       Applicable Conversion Price

                       _________________________________________________________
                       Signature

                       _________________________________________________________
                       Name

                       _________________________________________________________
                       Address