Exhibit 10.2

THE SECURITIES WHICH ARE REPRESENTED BY THIS INSTRUMENT, AND THE SHARES OF
COMMON STOCK ISSUABLE UPON ITS CONVERSION, HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. SUCH
SECURITIES HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT
WITII A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, MADE
SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
UNDER SUCH STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL FOR THE COMPANY IS
RECEIVED THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR LAWS.

                          GlobeTel Communications Corp.

                         12% Convertible Promissory Note

                              Due November __, 2003

$125,000                                                      November ___, 2002

      GlobeTel Communications Corp., a Delaware corporation (herein called the
"Company"), for value received, hereby promises to pay to_____________, a
________ corporation with its principal place of business at _________________,
(the "Holder"), on the ___ day of November, 2003 the principal amount of One
Hundred Twenty-Five Thousand dollars ($125,000) and to pay interest on such
principal amount as set forth below.

1. Interest. The Company shall pay monthly interest (computed on the basis of a
360-day year of twelve 30-day months) on the unpaid portion of the principal
amount of this Note from the date hereof at the rate of 12% per annum until such
unpaid portion of such principal amount shall have been paid in full. Both the
principal hereof and interest hereon are payable at the principal office of the
Holder located at _______________ in such coin or currency of the United States
of America as at the time of payment shall be legal tender for the payment of
public and private debts.

2. Conversion.

      (a) This Note shall be convertible into shares of Common Stock, par value
$.001 per share, of the Company ("Common Stock") at the Conversion Price as
defined below, and subject to the limitation on conversion in Section 2(b), at
the option of the Holder in whole or in part, at any time, commencing on the
60th day after the date the registration statement to be filed pursuant to the
registration rights agreement described in Section 7 shall have become
effective. The Holder shall effect conversions by surrendering the Note to be
converted to the Escrow
<PAGE>

Agent, together with the form of conversion notice attached hereto as Exhibit A
(the "Notice of Conversion"). Each Notice of Conversion shall specify the
principal amount to be converted, and the date on which such conversion is to be
effected (the "Conversion Date"). Each Notice of Conversion, once given, shall
be irrevocable. If the Holder is converting less than all of the principal
amount of this Note, the Company shall deliver to the Holder a new Note for such
principal amount as has not been converted within two (2) business days of the
Conversion Date.

      (b) Notwithstanding anything in this Note to the contrary, until the first
day of the month preceding the maturity date of this Note, the Holder and all
other holders of convertible promissory notes of like tenor except for the date
of issuance may not, during any thirty-day period, convert more than the greater
of $150,000 in principal amount of notes. The limitation set forth in this
Section 2(b) shall apply on a "first-come first-served" basis. In the event that
more than one Holder shall elect to convert all or a portion of the Notes held
by the Holder, and the aggregate amount to be converted by such Holders would
exceed the limitation set forth in this Section, 2(b) this limitation shall be
applied pro rata based upon the principal amount for which each such Holder has
submitted a notice of conversion.

      (c) Not later than two (2) business days after the Conversion Date, the
Company will deliver to the Holder (i) a certificate or certificates which shall
be free of restrictive legends and trading restrictions, representing the number
of shares of Common Stock being acquired upon the conversion of this Note and
(ii) a new Note in principal amount equal to the principal amount of this Note
not converted; provided, however that the Company shall not be obligated to
issue certificates evidencing the shares of Common Stock issuable upon
conversion of this Note, until either this Note is delivered for conversion to
the Company or the Holder notifies the Company that such Note has been lost,
stolen or destroyed and provides an agreement reasonably acceptable to the
Company to indemnify the Company from any loss incurred by it in connection
therewith, and provided further, that if at the time of delivery of the
certificate or certificates referred to above there is not an effective
registration statement covering resale of the shares being acquired upon
conversion of the Note, then such certificate or certificates shall bear an
appropriate legend referring to the registration requirements of the Securities
Act of 1933.

      (d) Conversion Price.

            (i) The Conversion Price for this Note in effect on any Conversion
Date shall be the lesser of (X) $0.20 (the "Fixed Conversion Price") or (Y)
seventy-five percent (75%) of the Per Share Market Value price as of the close
of business on the Conversion Date.

            (ii) If the Company, at any time while this Note is outstanding, (a)
shall pay a stock dividend or otherwise make a distribution or distributions on
shares of its Common Stock payable in shares of its capital stock (whether
payable in shares of its Common Stock or of capital stock of any class), (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 of shares of Common Stock any shares of capital
stock of the Company, the Fixed Conversion Price then in effect shall be
multiplied by a fraction of which the numerator shall be the number of shares of
Common Stock of the Company outstanding before such event and of which the
denominator shall be the number of shares of
<PAGE>

Common Stock outstanding after such event. Any adjustment made pursuant to this
Section 2(d)(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.

            (iii) If the Company, at any time while this Note is outstanding,
shall issue or sell shares of Common Stock, or options, warrants or other rights
to subscribe for or purchase shares of Common Stock, (excluding shares of Common
Stock issuable upon exercise of options, warrants or conversion rights granted
prior to the date hereof) and at a price per share less than the Per Share
Market Value of Common Stock at the issue date mentioned below, the Fixed
Conversion Price then in effect shall be multiplied by a fraction, of which the
denominator shall be the number of shares of Common Stock outstanding on the
date of issuance of such rights or warrants plus the number of additional shares
of Common Stock offered for subscription or purchase, and of which the numerator
shall be the number of shares of Common Stock outstanding on the date of
issuance of such shares, options, warrants or rights plus the number of shares
which the aggregate offering price of the total number of shares so offered
would purchase at such Per Share Market Value. Such adjustment shall be made
whenever such rights or warrants are issued, and shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such rights or warrants. However, upon the expiration of any right or
warrant to purchase Common Stock the issuance of which resulted in an adjustment
in the Conversion Price pursuant to this Section 2(d)(iii) if any such right or
warrant shall expire and shall not have been exercised, the Fixed Conversion
Price then in effect 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 Conversion Price
made pursuant to the provisions of this Section 2(d) after the issuance of such
rights or warrants) had the adjustment of the Conversion Price made upon the
issuance of such rights or warrants been made on the basis of offering for
subscription or purchase only that number of shares of Common Stock actually
purchased upon the exercise of such rights or warrants actually exercised.

            (iv) If the Company, at any time while this Note is outstanding,
shall distribute to all holders of Common Stock evidences of its indebtedness or
assets or rights or warrants to subscribe for or purchase any security
(excluding those referred to in Section 2(d)(iii) above) then in each such case
the Conversion Price at which this Note shall thereafter be convertible shall be
determined by multiplying the Fixed Conversion 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 Per Share
Market Value of Common Stock determined as of the record date mentioned above,
and of which the numerator shall be such Per Share Market Value of the Common
Stock 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 Board of Directors
in good faith; provided, however that in the event of a distribution exceeding
ten percent (10%) of the net assets of the Company, such fair market value shall
be determined by a nationally recognized or major regional investment banking
firm or firm of independent certified public accountants of recognized standing
(which may be the firm that regularly examines the financial
<PAGE>

statements of the Company) (an "Appraiser") selected in good faith by the
Holder; and provided, further, that the Company, after receipt of the
determination by such Appraiser shall have the right to select an additional
Appraiser, in which case the fair market value shall be equal to the average of
the determinations by each such Appraiser. 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.

            (v) All calculations under this Section 2 shall be made to the
nearest 1/1000th of a cent or the nearest 1/1000th of a share, as the case may
be. Any calculation over .005 shall be rounded up to the next cent or share and
any calculation less than .005 shall be rounded down to the previous cent or
share.

            (vi) Whenever the Fixed Conversion Price is adjusted pursuant to
Section 2(d)(ii), 2(d)(iii) or 2(d)(iv), the Company shall within two (2) days
after the determination of the new Fixed Conversion Price mail and fax to the
Holder, a notice setting forth the Fixed Conversion Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment.

            (vii) In case of any reclassification of the Common Stock, any
consolidation or merger of the Company with or into another person, the sale or
transfer of all or substantially all of the assets of the Company 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 convert such Note 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, consolidation, merger, sale,
transfer or share exchange (except in the event the property is cash, then the
Holder shall have the right to convert this Note and receive cash in the same
manner as other stockholders), and the Holder shall be entitled upon such event
to receive such amount of securities or property as the shares of the Common
Stock into which such Note could have been converted immediately prior to such
reclassification, consolidation, merger, sale, transfer or share exchange would
have been entitled. The terms of any such reclassification, consolidation,
merger, sale, transfer 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 2(d)(vii) upon any conversion following such
reclassification, consolidation, merger, sale, transfer or share exchange. This
provision shall similarly apply to successive reclassifications, consolidations,
mergers, sales, transfers or share exchanges.

            (viii) If:

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

                  (B) the Company shall declare a special nonrecurring cash
dividend on or a redemption of its Common Stock; or
<PAGE>

                  (C) 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

                  (D) the approval of any stockholders of the Company shall be
required in connection with any reclassification of the Common Stock of the
Company (other than a subdivision or combination of the outstanding shares of
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

                  (E) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding-up of the affairs of the Company;

then the Company shall cause to be mailed and faxed to the Holder of this Note,
at least thirty (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, share exchange,
dissolution, liquidation or winding-up is expected to become effective, 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 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.

      (e) If at any time conditions shall arise by reason of action or inaction
taken by the Company which in the opinion of the Board of Directors are not
adequately covered by the other provisions hereof and which might materially and
adversely affect the rights of the Holder, the Company shall, at least thirty
(30) calendar days prior to the effective date of such action, mail and fax a
written notice to the Holder of this Note briefly describing the action
contemplated and the material adverse effects of such action on the rights of
such Holder and an Appraiser selected by the Holders shall give its opinion as
to the adjustment, if any (not inconsistent with the standards established in
this Section 2), of the Fixed Conversion Price (including, if necessary, any
adjustment as to the securities into which this Note may thereafter be
convertible) and any distribution which is or would be required to preserve
without diluting the rights of the Holder; provided, however, that the Company,
after receipt of the determination by such Appraiser, shall have the right to
select an additional Appraiser, in which case the adjustment shall be equal to
the average of the adjustments recommended by each such Appraiser. The Board of
Directors shall make the adjustment recommended forthwith upon the receipt of
such opinion or opinions or the taking of any such action contemplated, as the
case may be; provided, however, that no such adjustment of the Fixed Conversion
Price shall be made which in the opinion of the Appraiser(s) giving the
aforesaid opinion or opinions would result in an increase of the Fixed
Conversion Price to more than the Fixed Conversion Price then in effect.
<PAGE>

      (f) The Company covenants that it will at all times reserve and keep
available out of its authorized and unissued Common Stock solely for the purpose
of issuance upon conversion of this Note as herein provided, free from
preemptive rights or any other actual contingent purchase rights of persons
other than the Holder, such number of shares of Common Stock as shall be
issuable (taking into account the adjustments and restrictions of Section 2(d)
and 2(e) hereof) upon the conversion of the aggregate principal amount of this
Note. The Company covenants that all shares of Common Stock that shall be so
issuable shall, upon issue, be duly and validly authorized, issued and fully
paid and nonassessable.

      (g) No fractional shares of Common Stock shall be issuable upon a
conversion hereunder and the number of shares to be issued shall be rounded up
to the nearest whole share. If a fractional share interest arises upon any
conversion hereunder, the Company shall eliminate such fractional share interest
by issuing Holder an additional full share of Common Stock.

      (h) The issuance of certificates for shares of Common Stock on conversion
of this Note shall be made without charge to the Holder 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 and the Company shall not be required to issue or deliver such
certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

      (i) The Company will not, by amendment of its certificate of incorporation
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed under this Section 2 by the Company. Without limiting the
generality of the foregoing, the Company

            (i) will not increase the par value of any shares of stock
receivable upon the conversion of this Note above the principal amount of such
Note then convertible into one share of such stock and

            (ii) will take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and
nonassessable shares of capital stock upon the conversion in full of this Note
from time to time outstanding.

3. Prepayment. The Company may prepay all or any part of the principal amount of
this Note at any time prior to maturity upon not less than 15 days' written
notice to the Holder. However, delivery of a notice of prepayment shall not
affect the right of the Holder to convert all or any part of the amount to be
prepaid in accordance with the terms of this Note by delivering notice of
conversion prior to the date fixed for prepayment, and in that event the notice
of prepayment shall be ineffective as to the principal amount to be so
converted.

4. Definitions.

      (a) The term "capital stock" shall mean stock of any class of a
corporation.
<PAGE>

      (b) The term "Escrow Agreement" shall mean the Escrow Agreement of even
date herewith, and the Company, Raice Paykin & Krieg LLP as escrow agents and
the Holder pursuant to which the Company has deposited with such escrow agents
certificates evidencing an aggregate of 60 million shares which may be issued
upon conversion of this Note and other notes of like tenor.

      (c) The term "Escrow Agent" shall mean Raice Paykin & Krieg LLP as escrow
agents under the Escrow Agreement.

      (d) The term "Event of Default" shall mean any event specified in Section
6 of this Note, continued for the period of time, if any, therein designated.

      (e) The term "Person" shall mean a corporation, an association, a
partnership, an organization, a business, an individual or a governmental or
political subdivision thereof or any governmental agency or other entity.

      (f) The term "Per Share Market Value" means on any particular date (a) the
closing bid price per share of the Common Stock on such date on The
Over-The-Counter Bulletin Board, the OTC Bulletin Board (oOTCBB") or other stock
exchange on which the Common Stock has been listed or if there is no such price
on such date, then the last bid price on such exchange on the date nearest
preceding such date, or (b) if the Common Stock is not listed on OTCBB or any
stock exchange, the closing bid price for a share of Common Stock in the
over-the-counter market, as reported by the NASD at the close of business on
such date, or (c) if the Common Stock is not quoted by the NASD, the closing bid
price for a share 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), in each case as reported by
Bloomberg Financial Markets, or if not available, a comparable reporting service
chosen by the Company reasonably acceptable to the Holder, or (d) if the Common
Stock is no longer publicly traded the fair market value of a share of Common
Stock as determined by an Appraiser selected in good faith by the Holder;
provided, however, that the Company, after receipt of the determination by such
Appraiser, shall have the right to select an additional Appraiser, in which
case, the fair market value shall be equal to the average of the determinations
by each such Appraiser.

5. Covenants. The Company further covenants and agrees that so long as this Note
is outstanding:

      (a) The Company will duly and punctually pay or cause to be paid the
principal and interest to become due in respect of this Note according to the
terms thereof, at the place hereinabove specified.

      (b) The Company will maintain an office or agency at 444 Brickell Ave.,
Suite 522, Miami Fl. 33131(or any other place as the Company may designate by
notice in writing to the holder hereof) where notices, presentations, and
demands to or upon the Company in respect of this Note may be given or made.
<PAGE>

      (c) If any one or more of the Events of Default specified in section 6
hereof shall occur, the Company will at once give notice to the Holder,
specifying the nature of the Event of Default.

      (d) If a default or any event of default as defined in any mortgage,
indenture or instrument, under which there may be issued, or by which there may
be secured or evidenced, any indebtedness of the Company for borrowed money,
whether such indebtedness now exists or shall hereafter be created, shall happen
and shall result in such indebtedness's becoming or being declared due and
payable prior to the date on which it would otherwise become due and payable,
the Company will at once give notice thereof to the Holder.

      (e) The Company will give not less than 30 days written notice to the
Holder prior to

            (i) declaring or paying any dividend (other than dividends payable
in shares of Common Stock of the Company) upon its capital stock, or

            (ii) making, or permitting any subsidiary to make, any distribution
upon, or redeeming or acquiring for value, any shares of the Company's capital
stock, except shares acquired upon conversion thereof into or in exchange for
other shares of capital stock of the Company or

            (iii) permitting a subsidiary to purchase, redeem or otherwise
acquire or retire for value any shares of capital stock of the Company.

6. Default.

      (a) If one or more of the following events (herein called "Events of
Default") shall occur for any reason whatsoever (and whether such occurrence
shall be voluntary or involuntary or come about or be effected by operation of
law or pursuant to or in compliance with any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

            (i) default in the due and punctual payment of the principal of this
Note when and as the same shall become due any payable, whether at maturity or
at a date fixed for prepayment or by acceleration or otherwise; or

            (ii) default in the payment of any installment of interest on this
Note and continuance of such default for a period of 5 days; or

            (iii) the Company's default in any payment of principal of or
premium, if any, or interest on any other obligation for borrowed money (or any
obligation under conditional sale or other title retention agreement or any
obligation issued or assumed as full or partial payment for property whether or
not secured by purchase money mortgage or any obligation under notes payable or
drafts accepted representing extensions of credit or any obligation for the
payment of rent under any lease covering real or personal property) beyond any
period of grace provided with respect thereto or default in the performance of
any other agreement, term or condition contained in any agreement under which
any such obligation is created (or if any default under any such agreement shall
occur and be continuing) if the effect of such default is to cause such
obligation to become due prior to its stated maturity; or
<PAGE>

            (iv) the Company's default in the performance or observance of any
other agreement, terms or condition contained herein if such default shall not
have been remedied within 30 days after written notice thereof shall have been
given to the Company by the Holder; or

            (v) the Company's making an assignment for the benefit of creditors
or admitting in writing its inability to pay its debts generally as they become
due; or

            (vi) the entry of an order, judgment or decree adjudicating the
Company or any subsidiary bankrupt or insolvent; or

            (vii) the Company's petitioning or applying to any tribunal for the
appointment of a trustee or receiver of the Company within the meaning of the
Securities Act, or of any substantial part of the assets of the Company, or
commencing any proceedings (other than proceedings for the voluntary liquidation
and dissolution of a subsidiary) relating to the Company or a subsidiary under
any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction whether now or hereafter in
effect; or

            (viii) the filing of any such petition or application, or the
commencement of any such proceedings, against the Company, if the Company by any
act indicates its approval thereof, consent or acquiescence therein, or the
entry of an order, judgment or decree appointing any such trustee or receiver,
or approving the petition in any such proceedings, if such order, judgment or
decree remains unstayed and in effect for more than 60 days; or

            (ix) the Company's taking any corporate action for the purpose of
effecting any of the actions set forth in clauses (v) through (viii) of this
subsection 6(a); or

            (x) the entry of any order, judgment, or decree in any proceedings
against the Company or any subsidiary within the meaning of the Securities Act
decreeing the dissolution of the Company if such order, judgment or decree
remains unstayed and in effect for more than 60 days; or

            (xi) the entry of any order, judgment or decree in any proceedings
against the Company or any subsidiary decreeing a split-up of the Company which
requires the divestiture of a substantial part of the consolidated assets of the
Company and its subsidiaries, or the divestiture of the stock of a subsidiary if
such order, judgment or decree remains unstayed and in effect for more than 60
days;

then and in each and every such case, so long as such Event of Default shall not
have been remedied, Holder by notice in writing to the Company, may declare the
principal of all this Note then outstanding and the interest accrued thereon if
not already due and payable, to be due and payable immediately, and upon any
such declaration the same shall become and shall be immediately due and payable
anything in this Note contained to the contrary notwithstanding.

7. Registration Rights. This Note is the Note referred to in, and is entitled to
the benefit of, a Registration Rights Agreement of even date herewith.
<PAGE>

8. Miscellaneous.

      (a) If default be made in any payment of principal of or interest on this
Note, the Company will, to the extent that it may lawfully promise so to do, pay
to the Holder such further amount as shall be sufficient to cover the cost and
expense of collection, including reasonable compensation to the attorneys of
such holders for all services rendered in that connection.

      (b) Each Note is issued upon the express condition, to which each
successive holder expressly assents and by receiving the same agrees, that no
recourse under or upon any obligation, covenant or agreement of this Note, or
for the payment of the principal of or the interest on, a Note, or for any claim
based on a Note, or otherwise in respect hereof, shall be had against any
incorporator or any past, present or future stockholder, officer or director, as
such, of the Company or of any successor corporation, whether by virtue of the
constitution, statute or rule of law or by any assessment or penalty or
otherwise howsoever, all such individual liability being hereby expressly waived
and released as a condition of and as a part of the consideration for the
execution and issue of this Note; provided, however, that nothing herein shall
prevent enforcement of the liability, if any, of any stockholder or subscriber
to capital stock upon or in respect of capital stock not fully paid.

      (c) Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Note and of indemnity reasonably
satisfactory to it, and upon reimbursement to the Company of all reasonable
expenses incidental thereto, and upon surrender and cancellation of any such
Note if mutilated, the Company will make and deliver a new Note of like tenor in
lieu of any such Note so lost, stolen destroyed or mutilated. Any new Note made
and delivered in accordance with the provisions of this subsection 8(c) shall be
dated as of the date from which unpaid interest has then accrued on the Note so
lost, stolen, destroyed or mutilated.

      (d) Any notice or demand which by any provision of this Note is required
or provided to be given or served to or upon the Company shall be deemed to have
been sufficiently given or served for all purposes by being sent as registered
mail, postage prepaid, addressed to the Company at its office maintained
pursuant to subsection 5(b) of this Note.

      (e) No course of dealing between the Company and the Holder or any delay
on the part of the holder in exercising any rights under a Note shall operate as
a waiver of any rights of any Holder.

9. Multiple Holders. If at any time there shall be more than one Holder of this
Note, any action required or permitted to be taken by the Holder, including
without limitation acceleration of this Note and waiver of any default under
this Note, may be taken by those Persons holding a majority in principal amount
of this Note outstanding.

10. New York Law. This Note shall be construed in accordance with and governed
by the laws of the State of New York without regard to principles of conflicts
of law, and cannot be changed, discharged or terminated orally but only by an
instrument in writing signed by the party against whom enforcement of any
change, discharge or termination is sought.

11. Binding Effect. This Note and all of the covenants, stipulations, promises
and agreements of the Company herein shall be binding upon the successors and
assigns of the Company, if any, whether or not so expressed in any provision
hereof.
<PAGE>

      IN WITNESS WHEREOF, GlobeTel Communications Corp. has caused this Note to
be signed in its corporate name by its President and to be dated the day and
year above written.

                                            GlobeTel Communications Corp.


                                        By: _____________________________
                                            Timothy Huff, CEO

To GlobeTel Communications Corp.:

The undersigned owner of this Note hereby irrevocably exercises the option to
convert this Note, or portion hereof below designated, into shares of Common
Stock of GlobeTel Communications Corp. (or other securities or property into
which it may become convertible) in accordance with the terms of this Note, and
directs that the shares issuable and deliverable upon the conversion, together
with any check in payment for fractional shares and this Note representing any
unconverted principal amount hereof, be issued and delivered to the undersigned
unless a different name has been indicated below. If shares are to be issued in
the name of a person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect thereto.

Dated: ____________, 200__.


                                        ________________________________________
                                                      Signature

Fill in for registration of shares and Note.

_____________________________________
           (name)

_____________________________________
           (address)

Please print name and address (including zip code)

                   Tax Identification   Principal Amount
                   Number               to be Converted:

                   __________________   $ ______________