<PAGE>

EXHIBIT 4.42

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. IT MAY NOT BE TRANSFERRED, RESOLD, HYPOTHECATED OR OTHERWISE DISPOSED
OF UNLESS IT HAS BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.

                               KANAKARIS WIRELESS

                     6% Convertible Promissory Note Due 2002

$263,800                                                  Costa Mesa, California
                                                               February 28, 2002

         FOR VALUE RECEIVED, the undersigned, Kanakaris Wireless, a Nevada
corporation (the "Company"), hereby promises to pay to Rutan & Tucker, LLP the
principal sum of Two Hundred Sixty Three Thousand Eight Hundred Dollars
($263,800), together with interest (computed on the basis of a 360-day year of
twelve 30-day months) as provided below on the unpaid principal amount hereof at
the rate of 6% per annum.

         This Note and any rights related thereto may not be assigned by the
holder of this Note to any third party, and this Note is non-negotiable and may
not be transferred by endorsement or delivery.

         1. PAYMENTS OF PRINCIPAL AND INTEREST. Interest on the unpaid principal
portion of this Note will accrue at a rate of 6% per annum from the date hereof
and shall be payable, together with the principal amount of this Note, on
November 30, 2002. The undersigned may prepay all or part of the outstanding
principal balance of this Note, together with all accrued but unpaid interest
thereon, only in accordance with this Note. All payments of principal of and
interest on this Note shall be in such coin or currency of the United States of
America as at the time of payment shall be legal tender for payment of public
and private debts.

         2. CERTAIN DEFINITIONS. For purposes of this Note, the following terms
shall have the following respective meanings:

         "COMMON STOCK" shall mean the Company's common stock, $.001 par value
per share.

         "CONVERSION PRICE" shall mean the lesser of (i) the Market Price and
(ii) the Fixed Conversion Price (as defined herein) (subject, in each case, to
equitable adjustments for stock splits, stock dividends or rights offerings by
the Company relating to the Company's securities or the securities of any
subsidiary of the Company, combinations, recapitalization, reclassifications,
extraordinary distributions and similar events).

         "FIXED CONVERSION PRICE" shall mean $.085.

         "INSOLVENCY OR LIQUIDATION PROCEEDING" shall mean (i) any insolvency or
bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding, relative to the Company or to its



<PAGE>

creditors, as such, or to its assets, or (ii) any liquidation, dissolution,
reorganization or winding up of the Company, whether voluntary or involuntary
and whether or not involving insolvency or bankruptcy, or (iii) any assignment
for the benefit of creditors or any other marshaling of assets and liabilities
of the Company.

         "MARKET PRICE" shall mean the average of the three lowest intraday
Trading Prices for the Common Stock during the twenty (20) Trading Day period
ending one Trading Day prior to the date of conversion.

         "OTCBB" shall mean the National Association of Securities Dealers,
Inc.'s over-the-counter electronic bulletin board.

         "TRADING DAY" shall mean any day on which the Common Stock is traded
for any period on the OTCBB, or on the principal securities exchange or other
securities market on which the Common Stock is then being traded.

         "TRADING PRICE" shall mean for any security as of any date, the trading
price on the OTCBB as reported by a reliable reporting service or, if the OTCBB
is not the principal trading market for such security, the trading price of such
security on the principal securities exchange or trading market where such
security is listed or traded as reported by the reporting service or, if no
trading price of such security is available in any of the foregoing manners, the
average of the trading prices of any market makers for such security that are
listed in the "pink sheets" by the National Quotation Bureau, Inc. If the
Trading Price cannot be calculated for such security on such date in the manner
provided above, the Trading Price shall be the fair market value as mutually
determined by the Company and the holder of this Note.

         3. DEFAULT.

                  3.1 EVENTS OF DEFAULT. If any of the following events (herein
called "EVENTS OF DEFAULT") shall occur:

                  (a) the Company shall default in the payment of any part of
the principal of this Note;

                  (b) the Company shall default in the payment of any
installment of interest on this Note for more than fifteen (15) days after the
same shall become due and payable;

                  (c) the Company shall breach or default in the performance of
any covenant or warranty of the Company in this Note, and continuance of such
breach for a period of thirty (30) days after there has been given, by
registered or certified mail, to the Company by the holder of this Note, a
written notice specifying such breach or default and requiring it to be
remedied;

                  (d) a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of the Company in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Company or for any

                                       2


<PAGE>

substantial part of its property, or ordering the winding-up or liquidation of
its affairs, and such decree or order shall remain unstayed and in effect for a
period of sixty (60) consecutive days; or

                  (e) the Company shall commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, shall consent to the entry of an order for relief in an involuntary case
under any such law, or shall consent to the appointment of or taking possession
by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of the Company or for any substantial part of its property, or
shall make any general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any corporate
action in furtherance of any of the foregoing;

then and in any such event the holder of this Note may at any time (unless all
defaults theretofore or thereupon shall have been remedied) at its option, by
written notice to the Company, declare this Note to be due and payable,
whereupon the same shall forthwith mature and become due and payable without
presentment, demand, protest or other notice, all of which are hereby waived.

                  3.2 REMEDIES ON AND NOTICES OF DEFAULT. In case any one or
more Events of Default shall occur, the holder of this Note may proceed to
protect and enforce the rights of such holder by a suit in equity, action at law
or other appropriate proceeding, whether for the specific performance of any
agreement contained in this Note, or for an injunction against a violation of
any of the terms or provisions hereof or thereof, or in aid of the exercise of
any power granted hereby or thereby or by law. In case of a default under this
Note, the Company will pay to the holder of this Note such further amount as
shall be sufficient to cover the reasonable cost and expense of enforcement,
including, without limitation, reasonable attorneys' fees. If the holder of this
Note shall give any notice or take any other action in respect of a claimed
default, the Company shall forthwith give written notice thereof to all other
holders of similarly subordinated notes at the time outstanding, describing the
notice or action and the nature of the claimed default. No course of dealing and
no delay on the part of any holder of this Note in exercising any right shall
operate as a waiver thereof or otherwise prejudice such holder's rights or the
rights of the holder of any similarly subordinated notes. No remedy conferred by
this Note upon the holder shall be exclusive of any other remedy referred to
herein or now or hereafter available at law, in equity, by statute or otherwise.

         4. CONVERSION. The holder of this Note may convert all or any portion
of the outstanding principal amount of this Note together with any accrued but
unpaid interest thereon into a number of shares of the Company's common stock
computed by dividing such principal amount (together with any accrued and unpaid
interest thereon) by the Conversion Price.

         5. NO FRACTIONAL SHARES. No fraction of shares of the Company's Common
Stock shall be issued upon conversion of this Note. In lieu of the Company
issuing any fractional shares to the holder of this Note upon the conversion of
this Note, the Company shall pay to such holder the amount of outstanding
principal and accrued but unpaid interest that is not so converted.

         6. CONVERSION PRICE ADJUSTMENTS. The Conversion Price for conversion of
this Note pursuant to Section 4 shall be subject to adjustment from time to time
as follows:

                                       3


<PAGE>

                  (a) In the event the Company should, at any time or from time
to time after the date first set forth above, fix a record date for the
effectuation of a split or subdivision of the outstanding shares of Common Stock
or the determination of holders of Common Stock entitled to receive a dividend
or other distribution payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as "COMMON STOCK EQUIVALENTS") without payment of any consideration
by such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend distribution, split or subdivision if no record date is fixed),
the Conversion Price of this Note shall be appropriately decreased so that the
number of shares of Common Stock issuable on conversion of each share of such
series shall be increased in proportion to such increase of the aggregate of
shares of Common Stock outstanding and those issuable with respect to such
Common Stock Equivalents.

                  (b) If the number of shares of Common Stock outstanding at any
time after the date first set forth above is decreased by a combination of the
outstanding shares of Common Stock, then, following the record date of such
combination, the Conversion Price for this Note shall be appropriately increased
so that the number of shares of Common Stock issuab1e on conversion of this Note
shall be decreased in proportion to such decrease in outstanding shares.

         7. LIQUIDATING DIVIDENDS. If the Company declares or pays a dividend
upon the Common Stock payable otherwise than in cash out of earnings or earned
surplus (determined in accordance with generally accepted accounting principles,
consistently applied) except for a stock dividend payable in shares of Common
Stock (a "Liquidating Dividend"), then the Company will pay to the holder of
this Note at the time of payment thereof the Liquidating Dividends which would
have been paid on the Common Stock had the entire outstanding principal amount
of this Note been converted immediately prior to the date on which a record is
taken for such Liquidating Dividend, or, if no record is taken, the date as of
which the record holders of Common Stock entitled to such dividends are to be
determined.

         8. COVENANTS.

(a) The Company will duly and punctually pay the principal of and interest on
this Note in accordance with the terms of this Note.

(b) The Company (or any
successor by merger, consolidation or otherwise) will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and franchises; PROVIDED, HOWEVER, that the Company shall not be
required to preserve any right or franchise if the Board of Directors of the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the holder of this Note.

                  (c) The Company covenants that during the period the
conversion right exists, the Company will reserve from its authorized and
unissued Common Stock a sufficient number of shares, free from preemptive
rights, to provide for the issuance of Common Stock upon the full conversion of
this Note. As of the date of issuance of this Note, 5,725,284 (two times

                                       4


<PAGE>

currently required) authorized and unissued shares of Common Stock have been
duly reserved for issuance upon conversion of this Note. The Company represents
that upon issuance, such shares will be duly and validly issued, fully paid and
nonassessable. In addition, if the Company shall issue any securities or make
any change to its capital structure which would change the number of shares of
Common Stock into which the Note shall be convertible at the then current
Conversion Price, the Company shall at the same time make proper provision so
that thereafter there shall be a sufficient number of shares of Common Stock
authorized and reserved, free from preemptive rights, for conversion of the
outstanding Note. The Company (i) acknowledges that it has irrevocably
instructed its transfer agent to issue certificates for the Common Stock
issuable upon conversion of this Note, and (ii) agrees that its issuance of this
Note shall constitute full authority to its officers and agents who are charged
with the duty of executing stock certificates to execute and issue the necessary
certificates for shares of Common Stock in accordance with the terms and
conditions of this Note.

         9. OWNERSHIP CAP AND CERTAIN CONVERSION RESTRICTIONS.

                  (a) Notwithstanding anything to the contrary set forth in
Section 4 of this Note, at no time may a holder of this Note convert this Note
if the number of shares of Common Stock to be issued pursuant to such conversion
would exceed, when aggregated with all other shares of Common Stock owned by
such holder at such time, the number of shares of Common Stock which would
result in such holder owning more than 4.999% of all of the Common Stock
outstanding at such time; PROVIDED, HOWEVER, that upon a holder of this Note
providing the Company with sixty (60) days' notice (the "WAIVER NOTICE") that
such holder would like to waive this Section 9(a) with regard to any or all
shares of Common Stock issuable upon conversion of this Note, this Section 9(a)
will be of no force or effect with regard to all or the portion of the Note
referenced in the Waiver Notice.

                  (b) A holder of this Note may not convert this Note to the
extent such conversion would result in that holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
thereunder) in excess of 9.999% of the then issued and outstanding shares of
Common Stock, including shares issuable upon conversion of this Note held by the
holder after application of this Section.

         10. MISCELLANEOUS.

                  (a) This Note shall be governed by and construed in accordance
with the laws of the State of California. If any one or more of the provisions
contained in this Note shall for any reason be found by a court of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, the parties
agree that such court may modify such provision to the extent necessary to make
it valid, legal and enforceable. In any event, such provision shall be separable
and shall not limit or affect the validity, legality or enforceability of any
other provision hereunder.

                  (b) If this Note is collected by law or through an attorney
for collection or enforcement, the holder hereof shall be entitled to collect
reasonable attorneys' fees and all costs of collection from the Company. The
Company hereby waives presentment for payment, notice of nonpayment, protest and
notice of protest.

                                       5


<PAGE>

                  (c) Unless otherwise specifically stated herein, all notices,
demands, payments or other communications to be given or delivered pursuant to
this Note shall be in writing and shall be given to the Company at its principal
executive offices and to the holder of this Note at the holder's last known
address as shown in the records of the Company.

                  (d) All of the covenants contained herein shall bind the
Company, its successors and assigns. This Note and any rights related thereto
may not be assigned by the holder of this Note to any third party, and this Note
is non-negotiable and may not be transferred by endorsement or delivery.

         IN WITNESS WHEREOF, the Company has executed and delivered this Note as
of the date first written above.

                                          KANAKARIS WIRELESS

                                          By:    /S/ ALEX KANAKARIS
                                                 ------------------------------
                                                 Alex Kanakaris, President and
                                                 Chief Executive Officer

                                       6