EXHIBIT 4.11


THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR SOLD UNLESS (i) A
REGISTRATION STATEMENT UNDER SUCH ACT IS THEN IN EFFECT WITH RESPECT THERETO,
(ii) A WRITTEN OPINION REASONABLY SATISFACTORY TO THE ISSUER FROM COUNSEL FOR
THE ISSUER OR OTHER COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE ISSUER
HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED OR (iii) A
"NO-ACTION" LETTER OR ITS THEN EQUIVALENT HAS BEEN ISSUED BY THE STAFF OF THE
SECURITIES AND EXCHANGE COMMISSION.



                                          SERIES A CONVERTIBLE SUBORDINATED NOTE



$________                                                   As of April 8, 1998



                  FOR VALUE RECEIVED, GLOBAL TELECOMMUNICATION SOLUTIONS, INC.,
a Delaware corporation ("Maker"), hereby promises to pay to the order of
_______________ ("Payee"), in legal and lawful money of the United States of
America, the aggregate sum of __________________________________ ($_________)
with interest thereon according to the terms hereof. The principal amount
hereof, and all accrued and unpaid interest hereon, shall be paid in full to
Payee on the earlier to occur of (i) January 15, 1999 or (ii) the date of the
closing ("Closing Date") by Maker of an equity financing transaction with
aggregate gross proceeds of $4,000,000 (the "Qualified Private Placement").

                  Section 1. Note Agreement. This Note is one of the Series A
Convertible Subordinated Notes (collectively, the "Notes") of Maker in the
aggregate principal amount of $1,250,000 issued pursuant to the Note and Warrant
Purchase Agreement dated of even date herewith among Maker, Payee, Pennsylvania
Merchant Group ("PMG") and certain other investors (the "Note Agreement").

                  Section 2. Interest. Interest shall accrue on the outstanding
principal hereof at an annual rate of ten percent (10%). Subject to the terms
and conditions hereof, accrued interest shall be payable semi-annually on the
fifteenth day of each July and January, beginning July 15, 1998.

                  Section 3. Manner of Payments. Upon 15 days prior written
notice to Payee, Maker shall be entitled to prepay this Note in whole or in part
at any time and from time to time without penalty or premium. Any prepayment on
this Note shall first be applied to unpaid accrued interest hereon, and the
balance of such prepayment shall then be applied to the unpaid principal on this
Note.

                  Section 4. Place of Payment. All payments due to Payee
hereunder shall be paid to Payee at the following address on or before the due
date of such payment as provided herein: c/o Pennsylvania Merchant Group, Four
Falls Corporate Center, West Conshohocken, Pennsylvania 19428, or to such other
address of which Payee shall give written notice to Maker.

                  Section 5. Conversion. Subject to and upon compliance with the
provisions hereof, the holder of this Note shall have the right, at any time and
from time to time, to convert all or any portion of the principal amount hereof
(in denominations of $1,000 or multiples thereof) into shares of Common Stock of
Maker determined by dividing the unpaid principal amount of this Note by the
lesser

                                                           

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of: (i) $7.00 or (ii) the per share purchase price being paid by the purchasers
in the Qualified Private Placement (the "Conversion Price"). In order to
exercise such conversion privilege, the holder hereof shall surrender this Note
to Maker at its principal office accompanied by a written statement (the
"Conversion Notice") designating the portion of the unpaid principal amount of
this Note to be converted (in denominations of $100,000 or multiples thereof)
and stating the name and address of the person or persons in whose name or names
the certificate or certificates for shares of Common Stock are to be registered.
As promptly as practicable (but in any event within 15 business days) after the
receipt of such Conversion Notice and surrender of this Note as aforesaid, Maker
shall issue and deliver to the holder, issued in the name of such holder or such
other person or persons as such holder may request, a certificate or
certificates for the number of full shares of Common Stock issuable upon the
conversion of this Note (or specified portion thereof). Such conversion shall be
deemed to have been effected and the Conversion Price shall be determined as of
the close of business on the last full business day immediately preceding the
date on which such Conversion Notice shall have been received by Maker and this
Note shall have been surrendered as aforesaid, and at such time the rights of
the holder of this Note (or specified portion thereof) as such holder shall
cease, and the person or persons in whose name or names any certificate or
certificates for shares of Common Stock shall be issuable upon such conversion
shall be deemed to have become the holder or holders of record of the shares of
Common Stock represented thereby. Notwithstanding the foregoing, the entire
outstanding principal balance of this Note and all unpaid accrued interest on
the outstanding principal balance of this Note shall be automatically converted
into shares of Common Stock of Maker on the Closing Date at the Conversion Price
without any further action on the part of the Payee. Upon the issuance of such
shares, this Note shall be deemed paid in full and cancelled.

                  Section 6. Reservation of Shares. Maker hereby agrees that at
all times there shall be reserved for issuance and/or delivery upon conversion
of this Note such number of shares of its Common Stock as shall be required for
issuance and/or delivery upon conversion of this Note.

                  Section 7. Fractional Shares. Maker shall not be required to
issue certificates representing fractions of shares of Common Stock of Maker
upon the conversion of the Notes, nor shall it be required to issue scrip or pay
cash in lieu of any fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up to
the nearest whole number of shares of Common Stock of Maker or other securities,
properties or rights.

                  Section 8. Rights of Payee. Payee shall not, by virtue hereof,
be entitled to any rights of a shareholder in Maker either at law or equity, and
the rights of Payee are limited to those expressed in this Note or incorporated
by reference herein and are not enforceable against Maker to the extent not set
forth herein or incorporated by reference herein.

                  Section 9. Anti-Dilution Provisions. The Conversion Price of
this Note and the number of shares of Common Stock issuable upon conversion of
this Note are subject to adjustment to protect against dilution to the extent
set forth in Article IV of the Note Agreement and said Article IV is
incorporated by reference herein with the same force and effect as if fully set
forth herein.

                  Section 10.  Transfer to Comply With the Securities Act of 
1933 (the "Act").

                  1. This Note or any security issued or issuable upon
conversion of this Note may not be offered or sold except in conformity with the
Act, as amended, and then only against receipt of an agreement of such person to
whom such offer or sale is made to comply with the provisions of this Section 10
with respect to any resale or other disposition of such securities.

                  2. Maker may cause the following legend to be set forth on
each Note and certificate representing any security issued or issuable upon
conversion of this Note not theretofore distributed to the public pursuant to an




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effective registration statement under the Act, unless counsel for Maker is of
the opinion as to any such certificate that an exemption from registration under
the Act is available and that such legend is unnecessary.


                  "The securities represented by this note have not been
                  registered under the Securities Act of 1993 and may not be
                  transferred or sold unless (i) a registration statement under
                  such act is then in effect with respect thereto, (ii) a
                  written opinion reasonably satisfactory to the issuer from
                  counsel for the issuer or other counsel for the holder
                  reasonably acceptable to the issuer has been obtained to the
                  effect that no such registration is required or (iii) a
                  "no-action" letter or its then equivalent has been issued by
                  the staff of the Securities and Exchange Commission."

                  3. Payee is entitled to piggyback registration rights in
accordance with Article V of the Note Agreement.

                  Section 11. Subordination. This Note shall be subordinated in
right of payment only to any of Maker's secured indebtedness outstanding on the
date hereof or hereafter incurred and any of Maker's unsecured indebtedness
outstanding on the date hereof, excluding any obligation of Maker to any trade
creditor entered into in the ordinary course of business, and, in any such case,
only in the event of: (i) any insolvency or bankruptcy case or proceeding or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith relative to Maker or its creditors, as such, or its assets;
(ii) any liquidation, dissolution or other winding up of Maker or (iii) any
assignment for the benefit of creditors or any other marshaling of assets and
liabilities of Maker. Except as provided in this Section 11, this Note shall be
senior to any other indebtedness incurred by Maker and any debt securities
issued by Maker.

                  Section 12. Events of Default and Remedies. If any of the
following events of default (individually, an "Event of Default") shall occur
for any reason whatsoever (and whether it shall be voluntary or involuntary or
occur or be affected by operation of law or otherwise):

                           A. Maker fails to make payment when due of any 
principal or interest payable under this Note, and such failure continues for a
period of 5 days after written notice that such payment is due and unpaid;

                           B. Maker defaults in the observance or performance of
any material agreement or condition under this Note or the Note Agreement (other
than non-payment which shall be governed by Section 12.A. hereof), and such
default continues for a period of 30 days after written notice of such default
is given to Maker by Payee;

                           C. Any representation or warranty made by Maker in 
the Note Agreement shall prove to have been false in any material respect on the
date when made and such violation is not cured by Maker within 30 days after
written notice is given to Maker by Payee;


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                           D. Maker shall default under any material agreement 
for borrowed money which causes the other party thereto to accelerate such
obligation which would result in the payment by GTS of a minimum of $100,000;

                           E. Maker shall (i) file, or consent by answer or 
otherwise to the filing against it of a petition for relief or reorganization or
arrangement or any other petition in bankruptcy or insolvency law of any
jurisdiction, (ii) make an assignment for the benefit of its creditors, (iii)
consent to the appointment of a custodian, receiver, trustee, or other officer
with similar powers of itself or of any substantial part of its property, (iv)
be adjudicated insolvent or be liquidated or (v) take appropriate action for the
purpose of any of the foregoing; or

                           F. A court or governmental authority of competent 
jurisdiction shall enter an order appointing a custodian, receiver, trustee or
other officer with similar powers with respect to Maker or any substantial
amount of its properties, or if an order for relief with respect to Maker shall
be entered in any case or proceeding for liquidation or reorganization or
otherwise to take advantage of any bankruptcy or insolvency law of any
jurisdiction, or ordering the dissolution, winding up or liquidation of Maker,
or if any petition for any such relief shall be filed against Maker, and such
order or petition shall not be dismissed or stayed within 60 days after the date
of such filing, then automatically upon the occurrence of such Event of Default
the entire unpaid principal amount of, and the unpaid accrued interest on, this
Note shall become immediately due and payable.

                  Section 13. Additional Remedies. If any Event of Default
hereunder shall have occurred, Payee may proceed to protect and enforce its
rights under this Note by exercising such remedies as are available to it in
respect thereof under the terms of this Note or applicable law, either by suit
in equity or by action at law, or both, whether for specific performance of any
agreement contained in this Note or in aid of the exercise of any power granted
in this Note. No remedy is intended to be exclusive and each such remedy shall
be cumulative.

                  Section 14. Amendments and Waivers. PMG and the holders of at
least 80% of the outstanding principal balance of all notes issued pursuant to
the Note Agreement may, by written instrument: (a) extend the time for the
performance of any of the obligations or other acts of Maker, including without
limitation, payment obligations; (b) waive compliance with any of the covenants
of Maker contained herein and (c) waive Maker's performance of any of its
obligations hereunder. Neither the failure of Payee nor any delay on the part of
Payee to exercise any right, power or privilege under this Note shall operate as
a waiver thereof, nor shall any single or partial exercise by Payee of any
right, power or privilege preclude any other or further exercise of that or any
other right, power or privilege.

                  Section 15. Expenses. Upon the occurrence of an Event of
Default hereunder, Maker shall reimburse Payee promptly for all reasonable
counsel fees, costs and other expenses incurred by Payee in connection with the
collection and/or enforcement of this Note.

                  Section 16. Payment Due on Holidays. If the principal of or
interest on this Note falls due on a Saturday, Sunday or legal holiday at the
place of payment, such payment shall be made on the next succeeding business day
and such extended time shall be included in computing interest.

                  Section 17.  Applicable Law.  The construction, interpretation
and enforcement of this Note shall be governed by the laws of the Commonwealth
of Pennsylvania.


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                  Section 18. Severability. If any provision of this Note shall
be held invalid under any applicable laws, such invalidity shall not affect any
other provision of this Note that can be given effect without the invalid
provision and, to this end, the provisions hereof are severable.


                  IN WITNESS WHEREOF, and intending to be legally bound hereby,
Maker has caused this Note to be executed and delivered by its proper and duly
authorized officers as of the date first above written.

                                   GLOBAL TELECOMMUNICATION
                                   SOLUTIONS, INC.
Attest:


________________________           By:______________________________
David Tobin, Secretary                Randy Cherkas, President

                         
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