PROMISSORY NOTE
                                 ---------------


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.

Fort Lauderdale, Florida                                        U.S. $12,500.00

         FOR VALUE RECEIVED, the undersigned, as maker hereof (the "Borrower"),
does hereby promise to pay, pursuant to the terms contained herein, in lawful
money of the United States of America to the order of Scott Gershon (the
"Lender") as payee at c/o Intercallnet, Inc., 6340 N.W 5th Way, Fort Lauderdale,
Florida 33309, or such other address as the holder of this Promissory Note (the
"Note") shall, in writing, designate the principal sum of TWELVE THOUSAND FIVE
HUNDRED DOLLARS ($12,500.00), together with interest as set forth below:

         The principal amount of $12,500.00, which shall bear and accrue
interest on a monthly basis (calculated on the last day of each month) at the
prime rate (established from time-to-time by the Bank of New York) plus 2%,
shall be payable together with such accrued interest one year from the execution
of the Note ("Maturity Date") or, at the option of the Lender, may be converted
as to both principal and interest at or after the scheduled Maturity Date into
shares of restricted common stock of the Borrower at a conversion rate of $.25
per share. There shall be no prepayment penalty in connection with an early
prepayment.

         A default under this Note shall occur upon the occurrence of any of the
following prior to the payment of this Note in full, including all unpaid
principal and interest: (i) the failure of Borrower to pay interest and
principal upon the Maturity Date or, in the event Lender elects the conversion
of the indebtedness into shares of restricted common stock and notifies the
Borrower of such election via certified mail and/or a nationally recognized
overnight carrier at the address as set forth above, the failure of Borrower to
issue such share certificates within ten (10) business days after the Maturity
Date; (ii) the bankruptcy or insolvency of Borrower; (iii) the issuance of any
attachment or execution against any material asset of the Borrower; (iv) the
default by the Borrower on any obligation concerning the borrowing of money.
Borrower is obligated hereunder to notify the Lender in writing concurrent with
the occurrence of any such events and the failure to so notify shall also
constitute a default hereunder.

         In the event of a default under this Note and Borrower's failure to
cure such default within ten business days from the date of the default, at the
option of the holder hereof: (i) the holder may immediately declare the whole
sum of principal and interest hereunder immediately due and payable; or (ii)
interest may be charged on the amount delinquent at the maximum rate permitted
by law, effective from the date that such amount(s) shall become overdue until
such delinquent amount(s), with interest thereon at such rate, shall have been
paid in full.

<PAGE>

         If this Note is not paid when due, Borrower promises to pay all costs
and expenses of collection and reasonable attorneys' fees incurred by the holder
hereof on account of such collection, whether or not suit is filed thereon and
such costs and expenses shall become principal and bear interest at the
appropriate rate provided herein. Borrower hereby waives notice of acceptance,
presentment, demand for performance, payment, protest, notice of dishonor or
nonpayment of the Note, suit or the taking of any other action by the holder
against the Borrower and the right to assert any statute of limitations.

         The waiver by the Lender of the Borrower's prompt and complete
performance of, or default under, any provision of this Note shall not operate
nor be construed as a waiver of any subsequent breach or default, and the
failure by the Lender to exercise any right or remedy that it may possess under
this Note shall not operate nor be construed as a bar to the exercise of that
right or remedy upon the occurrence of any subsequent breach or default.
Borrower agrees to pay when due all documentary stamp tax required in connection
with the issuance of this Note.

         This Note shall be governed by and construed in accordance with the
laws of the State of Florida without regard to conflict or choice of law
principles. The parties hereto agree that all actions and/or proceedings
relating directly or indirectly hereto shall be litigated solely in the state
courts and/or federal courts located in Broward County, Florida. The parties
hereto expressly consent to the jurisdiction of any such courts and to venue
therein and waive their right to a jury trial in any action or proceeding
arising directly or indirectly from this Note. The prevailing party in any
action and/or proceeding shall be entitled to recover its reasonable attorneys'
fees and costs from the other party.

         This Note cannot be modified, amended or terminated except in a written
instrument agreed to and executed by the Lender and the Borrower. This Note may
not be assigned without the prior written consent of all the parties hereto.

DATED: November 29, 2001


LENDER:                                          BORROWER:

                                                 INTERCALLNET, INC.

                                                 By: /s/  George Pacinelli
---------------------------                      ----------------------------
PRINT NAME                                          George Pacinelli, President

<PAGE>


                      FORM OF COMMON STOCK PURCHASE WARRANT

                               INTERCALLNET, INC.

                WARRANT TO PURCHASE 25,000 SHARES OF COMMON STOCK

         NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK UNDERLYING THIS
WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT") AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED UNLESS (1) THEY ARE REGISTERED UNDER THE ACT OR (2) THE
HOLDER HAS DELIVERED TO THE ISSUER AN OPINION OF COUNSEL, WHICH OPINION SHALL BE
SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT THERE IS AN AVAILABLE EXEMPTION
FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THAT
REGISTRATION IS OTHERWISE NOT REQUIRED.

FOR VALUE RECEIVED, Scott Gershon residing at c/o Intercallnet, Inc., 6340 NW
5th Way, Fort Lauderdale, FL 33309, or his transferees or assigns (the
"Holder"), is entitled to purchase, subject to the provisions hereof, from
Intercallnet, Inc., a Florida corporation (the "Issuer"), 25,000 fully paid,
validly issued and non-assessable shares of common stock, par value $.0001 per
share (the "Common Stock"), of the Issuer (the "Shares") at a price equal to
$.50 per share subject to adjustment as provided for herein. The right to
purchase the Shares under this Warrant is exercisable, in whole or in part, at
any time after the date of this Warrant for a period of two years and prior to
5:00 p.m., New York City time, on November 28, 2003, subject to the Issuer's
right to demand the exercise of the Warrant by the Holder if the bid price of
the Common Stock is at $1.00 or more for any ten (10) day trading period. In the
event the Issuer demands such exercise in accordance with the foregoing, if the
Warrant is not exercised by the Holder within ten (10) business days following
the Holder's actual receipt of written notice from the Issuer at the address set
forth above (or such other address as may be as may be actually received by the
Issuer in writing from the Holder), then the Warrant shall expire immediately
and be deemed forfeited by the Holder. The Shares deliverable upon exercise of
this Warrant (including any adjusted number of Shares issuable pursuant to the
provisions of this Warrant) are hereinafter sometimes referred to as "Warrant
Shares" and the exercise price per Share in effect at any time and as adjusted
from time to time is hereinafter sometimes referred to as the "Exercise Price."
This Warrant and all warrants issued upon transfer, division or in substitution
thereof are hereinafter sometimes referred to as the "Warrants."
<PAGE>

         (a) Exercise of Warrant. This Warrant may be exercised by presentation
and surrender to the Issuer at its principal office, or at the office of its
principal stock transfer agent, with the Purchase Form annexed hereto duly
executed and accompanied by payment of the Exercise Price for the Warrant
Shares. Payment shall be made by wire transfer or by certified or official bank
check. As soon as practicable after the exercise of this Warrant, and in any
event within three New York Stock Exchange, Inc. trading days, the Issuer shall
issue and deliver to the Holder a certificate or certificates representing the
number of Shares issuable upon the exercise of this Warrant (or such lesser
number as shall be indicated on the Purchase Form), registered in the name of
the Holder or its designee. Such certificate(s) shall bear a restrictive legend
restricting the transferability of such shares under the Securities Act of 1933,
as amended (the "Act"). If this Warrant is exercised only in part, the Issuer
also shall issue and deliver to the Holder a new Warrant, substantially in the
form of this Warrant, covering the number of Warrant Shares which then are
issuable hereunder. Upon receipt by the Issuer of this Warrant at its office, or
by the principal stock transfer agent of the Issuer at its office, in proper
form for exercise, the Holder shall as of that date be deemed to be the holder
of record of the number of Warrant Shares specified in the Purchase Form. The
Issuer shall pay any and all documentary stamp or similar issue or transfer
taxes payable in respect of the issue or delivery of Warrant Shares on exercise
of this Warrant.

         (b) Reservation of Shares. The Issuer shall at all times reserve and
keep available free from pre-emptive rights, out of its authorized but unissued
capital stock, for issuance on exercise of this Warrant, such number of Shares
as shall be required for issuance and delivery upon exercise of this Warrant.

<PAGE>

         (c) Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant.

         (d) Transfer of Warrant. This Warrant may be transferred in whole or in
part only in accordance with the terms of the restrictive legend appearing on
the first page of this Warrant.

         (e) Loss or Destruction of Warrant. Upon receipt by the Issuer of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Issuer will execute and deliver a new warrant of like
tenor and date. Any such new Warrant executed and delivered shall not constitute
an additional contractual obligation on the part of the Issuer, whether or not
this Warrant so lost, stolen, destroyed, or mutilated shall be at any time
enforceable by anyone.

         (f) Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Issuer, either at law or equity,
and the rights of the Holder are limited to those expressed in this Warrant and
are not enforceable against the Issuer except to the extent set forth herein.

         (g) Anti-Dilution Rights.

                  (i) If at any time after the date hereof the Issuer declares
or authorizes any dividend (other than a cash dividend), stock split, reverse
stock split, combination, exchange of Shares, or there occurs any
recapitalization, merger, consolidation, sale or acquisition of property or
stock, reorganization or liquidation, if the outstanding Shares are changed into
the same or a different number of Shares of the same or another class or classes
of stock of the Issuer, then the Issuer shall cause effective provision to be
made so that the Holder shall, upon exercise of this Warrant following such
event, be entitled to receive the number of shares of stock or other securities
or the cash or property of the Issuer (or of the successor corporation or other
entity resulting from any consolidation or merger) to which the Warrant Shares
(and any other securities) deliverable upon the exercise of this Warrant would
have been entitled if this Warrant had been exercised immediately prior to the
earlier of (i) such event and (ii) the record date, if any, set for determining
the stockholders entitled to participate in such event, and the Exercise Price
shall be adjusted appropriately so that the aggregate amount payable by the
Holder hereof upon the full exercise of this Warrant remains the same. The
Issuer shall not effect any recapitalization, consolidation or merger unless,
upon the consummation thereof, the successor corporation or entity shall assume
by written instrument the obligation to deliver to the Holder hereof the shares
of stock, securities, cash or property that the holder shall be entitled to
acquire in accordance with the foregoing provisions, which instrument shall
contain provisions calculated to ensure for the Holder, to the greatest extent
practicable, the benefits provided for in this Warrant.


<PAGE>



                  (ii) If pursuant to the provisions of this Section (g) the
Holder would be entitled to receive shares of stock or other securities upon the
exercise of this Warrant in addition to the Shares issuable upon exercise of
this Warrant, then the Issuer shall at all times reserve and keep available
sufficient shares of other securities to permit the Issuer to issue such
additional shares or other securities upon the exercise of this Warrant.

                  (iii) The Issuer shall at any time if so requested by the
Holder furnish a written summary of all adjustments made pursuant to this
paragraph (g) promptly following any such request.

         (h) Survival. Any obligation of the Issuer under this Warrant, the
complete performance of which may require performance beyond the term of this
Warrant, shall survive the expiration of such term.

         (i) Amendments and Waivers. The respective rights and obligations of
the Issuer and the Holder may be modified or waived only by a writing executed
by the party against whom the amendment or waiver is to be enforced.

         IN WITNESS WHEREOF, the Issuer has caused this Warrant to be duly
executed and delivered as of November 29, 2001.

                                         INTERCALLNET, INC.

                                         By:  /s/ George Pacinelli
                                             ------------------------------
                                             George Pacinelli, President



<PAGE>


PURCHASE FORM
-------------


         The undersigned hereby irrevocably elects to exercise the within
Warrant as to ___________ shares of Common Stock and hereby makes payment of
$________________ in payment of the actual exercise price thereof.


                  INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK
                  ---------------------------------------------

Name:
        --------------------------------------------
        (Please typewrite or print in block letters)

Address:
         -------------------------------------------

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

                                            Signature:
                                                      -------------------------


                                 ASSIGNMENT FORM
                                 ---------------

         FOR VALUE RECEIVED, __________________________ hereby sells, assigns
and transfers unto

Name:
         ------------------------------------------
Address:
         ------------------------------------------

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

the right to purchase Common Shares represented by this Warrant to the extent of
_______ shares of Common Stock as to which such right is exercisable and does
hereby irrevocably constitute and appoint _____________ Attorney, to transfer
the same on the books of the Issuer with full power of substitution in the
premises.

Dated:   ________, 200_

Signature:
           -------------------------------------