PROMISSORY NOTE

February 1, 1996
New York, New York                                                      $200,000

      FOR VALUE RECEIVED, the undersigned, GLOBAL INTELLICOM, a Nevada
corporation ("Borrower"), does hereby promise to pay to the order of TRIANGLE
BRIDGE GROUP, LP, a California limited partnership ("Lender"), at such place as
the Holder shall from time to time designate in writing, in lawful money of the
United States, the principal amount of two hundred thousand dollars ($200,000),
together with interest thereon from this date until paid at the rate of 6
percent (6%) per annum.

      Interest accrued shall be payable monthly, on the first (1st) day of each
calendar month beginning March 1, 1996 and continuing thereafter until August 1,
1996, when the entire balance of principal and unpaid interest shall be due and
payable.

      In the event of the sale or transfer or change in control of more than
fifty percent (50%) of the outstanding stock of Borrower, or the acquisition,
merger, consolidation or other reorganization of Borrower, or the sale of assets
of Borrower outside the ordinary course of business, then, at the option of the
Holder hereof, this note shall be immediately due and payable.

      Upon the occurrence of an Event of Default, as described herein, at the
option of the Holder hereof, this Note shall become immediately due and payable
in full and shall bear interest (whether or not the Holder elects that all
amounts hereunder shall be immediately due and payable) at a default rate equal
to the highest rate legally permissible. Such interest shall begin accruing on
the date of the Event of Default and shall be paid on the first day of each
month thereafter. Borrower waives notice, presentment or demand for payment,
protest or notice of non-payment or dishonor or other notices or demands of any
kind or character.

      Borrower consents to any extension or delay in the time of payment or
enforcement of this Note, or to the renewal of this Note, all without affecting
the liability of Borrower. Any delay on the part of the Holder in exercising any
rights shall not operate as a waiver.

      The occurrence of any of the following events shall constitute an "Event
of Default".

      1. Default in the payment when due of any installment of principal or
interest under this Note or any other agreement contained herein, the Commitment
Agreement executed by Borrower dated January 29, 1996, or in the Pledge
Agreement executed concurrently herewith;

      2. Borrower or any guarantor is the subject of an order for relief by the
Bankruptcy Court or makes an assignment for the benefit of creditors; or applies
for or consents to the
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appointment of any receiver, trustee, conservator, custodian, liquidator,
rehabilitator or similar officer for it or for all or any part of its property;
or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or
similar officer is appointed without the application or consent of Borrower or
any guarantor, as the case may be, and the appointment continues undischarged or
unstayed for sixty (60) calendar days; or Borrower or any guarantor institutes
or consents to any bankruptcy, insolvency, reorganization, arrangement,
readjustment of debt, dissolution, custodianship, conservatorship, liquidation,
rehabilitation or similar proceedings related to it or any part of its property
under the laws of any jurisdiction; or any similar proceedings are instituted
without the consent of Borrower or any guarantor, as the case may be, and
continues undismissed or unstayed for sixty (60) calendar days.

      If the fulfillment of any provision hereof, at the time performance shall
be due, shall involve transcending the limit of validity prescribed by law, then
the obligation to be fulfilled shall be reduced to the limit of such validity.
If any payment is received by the Holder hereof which would otherwise be deemed
a payment of interest in excess of the maximum allowed by law, then that portion
of such payment amounting to any such excess shall be deemed to have been paid
on account of principal at the time of receipt and any excess principal paid
shall be promptly returned to Borrower. If any tribunal or court of appropriate
jurisdiction deems any provision hereof unreasonable or unenforceable, said
tribunal or court may declare a reasonable modification of such unreasonable or
unenforceable provision, and this Note shall be valid and enforceable, and the
parties hereto agree to be bound by such provision, as thus modified.

      If there shall occur any Event of Default, which Event shall remain
uncured for ten (10) days, Lender, at its sole option, may elect to receive
unregistered common stock of Borrower as repayment of all or any portion of this
Note at a purchase price of three dollars and fifty cents ($3.50) per share of
unregistered common stock of Borrower. Lender shall notify Borrower in writing
by certified or registered mail of its election to receive unregistered common
stock of Borrower as repayment of all or any portion of this Note. The closing
and the issuance to Lender of the unregistered common stock of Borrower shall be
held within thirty (30) days of Lender's notification.

      In the event Lender converts this Note into the common stock of Borrower,
then and in that event, in the event of Borrower shall at any time after the
date of such conversion seek to further register or qualify any of its capital
stock or the securities holdings of any of its controlling shareholders, on each
such occasion it shall furnish Lender with at least thirty (30) days prior
written notice thereof and Lender shall have the option, without cost or expense
to Lender, to include its Borrower's stock, or any portion thereof, in such
registration or qualification with the consent of the underwriter, who may also
require appropriate and reasonable limitations on the sale of such stock after
their registration. Lender shall exercise its "piggy-back rights" of
registration by giving written notice to Borrower and the underwriter within
twenty (20) days of receipt of written notice from Borrower. All expenses in
connection with preparing and filing the registration statement (and any
registration or qualification under the securities or "Blue Sky" laws of the
state in which the offering will be made under such


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registration statement) shall be borne in full by Borrower (including up to
maximum of five (5) states in which Borrower would not otherwise sell shares
registered under such registration statement in which the shares are also
registered). This piggy-back right of registration may be assigned and
transferred by Lender to any third parties who may receive the Borrower's stock
issued to Lender pursuant to this Agreement.

      Borrower agrees to indemnify and hold harmless Lender and each person, if
any, who is a representative of Lender, and each person to whom Lender assigns
Borrower's common stock, from and against any losses, claims, damages,
liabilities (which shall include, but not be limited to, all reasonable costs of
defense and investigation and all reasonable attorneys' fees), to which Lender,
such representative or assignee, may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or an alleged
untrue statement of any material fact contained in (a) the Registration
Statement, any Preliminary Prospectus, the Prospectus, or any amendment thereof
or supplement thereto, (b) any blue sky application or other document executed
by Borrower specifically for that purpose or based upon written information
furnished by Borrower filed in any state or other jurisdiction in order to
qualify any or all of the shares under the securities laws thereof (any such
application, document being hereinafter called a "Blue Sky Application"), or
arise out of or are based upon the omission or alleged omission to state in the
Registration Statement, any supplement thereto, or in any Blue Sky Application,
a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that Borrower will not be
liable in any such case to the extent, but only to the extent, that any such
loss, claim, damage, or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with written information furnished to Borrower
through Lender or on behalf of Lender or Lender's assigns specifically for use
in the preparation of the Registration Statement or any such amendment of
supplement thereof or any such Blue Sky Application or any such Preliminary
Prospectus or the Prospectus or any such amendment or supplement thereto. This
indemnity will be in addition to any liability which Lender or any of Lender's
representatives or assigns may otherwise have.

      Each payment under this Note shall first be applied to interest due and
then to principal.

      In the Event of Default, Borrower agrees to pay all costs of collection
incurred by the Holder hereof, whether or not suit is filed including, without
limitation, the Holder's actual attorney's fees.

                                          GLOBAL INTELLICOM,  a Nevada
                                          corporation


                                          By: ____________________________
                                                Howard Maidenbaum
                                                Executive Vice President


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