REGISTRATION RIGHTS AGREEMENT

                  This Registration  Rights Agreement (this "Agreement") is made
and entered  into as of April __,  2005,  by and among  Globetel  Communications
Corp., a Delaware  corporation (the "Company"),  and  __________________________
(the "Purchasers").

                  This  Agreement is being  entered into  pursuant to the Common
Stock Purchase Agreement,  dated as of the date hereof among the Company and the
Purchasers (the "Purchase Agreement").

                  The Company and the Purchasers hereby agree as follows:

          1.      Definitions.

                  Capitalized  terms used and not otherwise defined herein shall
have the meanings  given such terms in the Purchase  Agreement.  As used in this
Agreement, the following terms shall have the following meanings:

                  "Affiliate"  means,  with  respect  to any  Person,  any other
Person that directly or indirectly  controls or is controlled by or under common
control with such Person.  For the purposes of this definition,  "control," when
used with respect to any Person,  means the possession,  direct or indirect,  of
the power to direct or cause the  direction  of the  management  and policies of
such Person, whether through the ownership of voting securities,  by contract or
otherwise;  and the terms of "affiliated,"  "controlling"  and "controlled" have
meanings correlative to the foregoing.

                  "Business Day" means any day except  Saturday,  Sunday and any
day which shall be a legal holiday or a day on which banking institutions in the
state  of New  York  generally  are  authorized  or  required  by  law or  other
government actions to close.

                  "Closing  Date" means the date of the closing of the  purchase
and sale of the Common Stock pursuant to the Purchase Agreement.

                  "Commission" means the Securities and Exchange Commission.

                  "Common  Stock" means the Company's  Common  Stock,  par value
$0.0001 per share.

                  "Effectiveness  Date" means with  respect to the  Registration
Statement the date that is the earlier of five (5) days of the date on which the
Commission  informs  the  Company  that the  Commission  (i) will not review the
Registration  Statement or (ii) that the Company may request the acceleration of
the  effectiveness  of the Registration  Statement;  or 90 days from the date of
closing.

                  "Effectiveness  Period"  shall have the  meaning  set forth in
Section 2.

<PAGE>

                  "Event" shall have the meaning set forth in Section 7(e).

                  "Event Date" shall have the meaning set forth in Section 7(e).

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended.

                  "Filing Date" means the 30th day following the Closing Date.

                  "Holder" or "Holders" means the holder or holders, as the case
may be, from time to time of Registrable Securities.

                  "Indemnified  Party"  shall  have  the  meaning  set  forth in
Section 5(c).

                  "Indemnifying  Party"  shall  have the  meaning  set  forth in
Section 5(c).

                  "Losses" shall have the meaning set forth in Section 5(a).

                  "Person"  means an individual or a  corporation,  partnership,
trust,  incorporated  or  unincorporated  association,  joint  venture,  limited
liability  company,  joint stock company,  government (or an agency or political
subdivision thereof) or other entity of any kind.

                  "Proceeding" means an action,  claim,  suit,  investigation or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

                  "Prospectus" means the prospectus included in the Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by the Registration  Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material incorporated by reference in such Prospectus.

                  "Registrable  Securities"  means the  shares  of Common  Stock
issued under the Securities  Purchase  Agreement and the Common Stock underlying
the Warrants.

                  "Registration Statement" means the registration statements and
any additional  registration statements contemplated by Section 2, including (in
each case) the  Prospectus,  amendments  and  supplements  to such  registration
statement or  Prospectus,  including  pre- and  post-effective  amendments,  all
exhibits   thereto,   and  all  material   incorporated  by  reference  in  such
registration statement.

                  "Rule  144"  means  Rule  144  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

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<PAGE>

                  "Rule  158"  means  Rule  158  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "Rule  415"  means  Rule  415  promulgated  by the  Commission
pursuant to the  Securities  Act, as such Rule may be amended from time to time,
or any similar rule or regulation  hereafter  adopted by the  Commission  having
substantially the same effect as such Rule.

                  "Securities Act" means the Securities Act of 1933, as amended.

         2.       Registration.

                  On or prior to the Filing Date the Company  shall  prepare and
file with the  Commission a  Registration  Statement  covering  all  Registrable
Securities  for an offering to be made on a  continuous  basis  pursuant to Rule
415. The Registration Statement shall be on Form SB-2 (or on another appropriate
form in  accordance  herewith).  The Company shall use its best efforts to cause
the Registration  Statement to be declared effective under the Securities Act as
promptly as possible  after the filing  thereof,  and to keep such  Registration
Statement  continuously effective under the Securities Act until such date as is
the  earlier  of (x) the date when all  Registrable  Securities  covered by such
Registration  Statement have been sold or (y) the date on which the  Registrable
Securities  may  be  sold  without  any  restriction  pursuant  to  Rule  144 as
determined  by the counsel to the  Holder,  with the  reasonable  consent of the
Company's  Counsel,  pursuant  to a written  opinion  letter,  addressed  to the
Company's transfer agent to such effect (the "Effectiveness  Period"). If at any
time and for any reason, an additional  Registration Statement is required to be
filed,  the Company shall have twenty (20) Business Days to file such additional
Registration Statement, and the Company shall use its best efforts to cause such
additional  Registration Statement to be declared effective by the Commission as
soon as possible.


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<PAGE>

         3.       Registration Procedures.

                  In  connection  with the  Company's  registration  obligations
hereunder, the Company shall:

                  (a)  Prepare and file with the  Commission  on or prior to the
Filing Date, a Registration  Statement on Form SB-2 (on another appropriate form
in accordance herewith) in accordance with the method or methods of distribution
thereof as  specified  by the  Holders  (except  if  otherwise  directed  by the
Holders),  and cause the  Registration  Statement to become effective and remain
effective as provided  herein;  provided,  however,  that not less than five (5)
Business Days prior to the filing of the  Registration  Statement or any related
Prospectus or any amendment or supplement  thereto  (including any document that
would be  incorporated  therein by reference),  the Company shall (i) furnish to
the Holders and any Special Counsel, copies of all such documents proposed to be
filed,  which  documents  (other than those  incorporated  by reference) will be
subject to the review of such Holders and such Special  Counsel,  and (ii) cause
its officers and directors, counsel and independent certified public accountants
to respond to such inquiries as shall be necessary, in the reasonable opinion of
counsel  to such  Holders,  to  conduct a  reasonable  investigation  within the
meaning of the  Securities  Act.  The  Company  shall not file the  Registration
Statement or any such  Prospectus or any  amendments or  supplements  thereto to
which the Holders of a majority  of the  Registrable  Securities  or any Special
Counsel  shall  reasonably  object in writing  within three (3) Business Days of
their receipt thereof.

                  (b) (i) Prepare and file with the Commission such  amendments,
including  post-effective  amendments,  to the Registration  Statement as may be
necessary to keep the Registration  Statement  continuously  effective as to the
applicable  Registrable  Securities for the Effectiveness Period and prepare and
file with the Commission  such  additional  Registration  Statements in order to
register for resale under the Securities Act all of the Registrable  Securities;
(ii) cause the related  Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule  424 (or any  similar  provisions  then in  force)  promulgated  under  the
Securities  Act;  (iii)  respond as promptly as possible,  but in no event later
than ten (10) business days, to any comments  received from the Commission  with
respect to the Registration  Statement or any amendment  thereto and as promptly
as possible  provide the Holders true and complete copies of all  correspondence
from and to the  Commission  relating to the  Registration  Statement;  and (iv)
comply in all material  respects with the  provisions of the  Securities Act and
the Exchange Act with respect to the disposition of all  Registrable  Securities
covered by the Registration Statement during the applicable period in accordance
with the intended methods of disposition by the Holders thereof set forth in the
Registration Statement as so amended or in such Prospectus as so supplemented.

                  (c) Notify the Holders of  Registrable  Securities  to be sold
and any Special  Counsel as promptly  as  possible  (and,  in the case of (i)(A)
below,  not less than five (5) days prior to such  filing) and (if  requested by
any such  Person)  confirm such notice in writing no later than one (1) Business
Day following the day (i)(A) when a Prospectus or any  Prospectus  supplement or
post-effective  amendment to the  Registration  Statement is filed; (B) when the
Commission  notifies  the  Company  whether  there  will be a  "review"  of such
Registration  Statement and whenever the Commission  comments in writing on such
Registration Statement and (C) with respect to the Registration Statement or any

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post-effective  amendment,  when  the  same has  become  effective;  (ii) of any
request by the Commission or any other Federal or state  governmental  authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional  information;  (iii) of the  issuance by the  Commission  of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable  Securities or the initiation of any Proceedings for that
purpose;  (iv) if at any time any of the  representations  and warranties of the
Company  contained in any  agreement  contemplated  hereby ceases to be true and
correct in all  material  respects;  (v) of the  receipt  by the  Company of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose;  and (vi) of the  occurrence of any event that makes any statement made
in the  Registration  Statement or  Prospectus or any document  incorporated  or
deemed to be incorporated therein by reference untrue in any material respect or
that requires any revisions to the Registration  Statement,  Prospectus or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, it will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements  therein, in the light of the circumstances under which they
were made, not misleading.

                  (d) Use its best  efforts  to avoid the  issuance  of,  or, if
issued,  obtain the withdrawal of, (i) any order suspending the effectiveness of
the  Registration  Statement or (ii) any  suspension  of the  qualification  (or
exemption from  qualification) of any of the Registrable  Securities for sale in
any jurisdiction, at the earliest practicable moment.

                  (e) If  requested  by the Holders of a majority in interest of
the Registrable Securities,  (i) promptly incorporate in a Prospectus supplement
or  post-effective  amendment to the Registration  Statement such information as
the  Company  reasonably  agrees  should be  included  therein and (ii) make all
required filings of such Prospectus supplement or such post-effective  amendment
as soon as  practicable  after the  Company  has  received  notification  of the
matters to be  incorporated  in such  Prospectus  supplement  or  post-effective
amendment.

                  (f) Furnish to each Holder and any  Special  Counsel,  without
charge,  at least one  conformed  copy of each  Registration  Statement and each
amendment thereto,  including financial statements and schedules,  all documents
incorporated or deemed to be incorporated therein by reference, and all exhibits
to the extent requested by such Person (including those previously  furnished or
incorporated by reference)  promptly after the filing of such documents with the
Commission.

                  (g) Promptly  deliver to each Holder and any Special  Counsel,
without charge, as many copies of the Prospectus or Prospectuses (including each
form of prospectus) and each amendment or supplement thereto as such Persons may
reasonably  request;  and  the  Company  hereby  consents  to the  use  of  such
Prospectus  and each  amendment  or  supplement  thereto by each of the  selling
Holders in connection with the offering and sale of the  Registrable  Securities
covered by such Prospectus and any amendment or supplement thereto.

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<PAGE>

                  (h) Prior to any public  offering of  Registrable  Securities,
use its best  efforts  to  register  or qualify or  cooperate  with the  selling
Holders  and  any  Special  Counsel  in  connection  with  the  registration  or
qualification  (or exemption from such  registration or  qualification)  of such
Registrable  Securities for offer and sale under the securities or Blue Sky laws
of such  jurisdictions  within  the  United  States as any  Holder  requests  in
writing,   to  keep  each  such  registration  or  qualification  (or  exemption
therefrom) effective during the Effectiveness Period and to do any and all other
acts or  things  necessary  or  advisable  to  enable  the  disposition  in such
jurisdictions of the Registrable Securities covered by a Registration Statement;
provided,  however,  that the Company shall not be required to qualify generally
to do business in any jurisdiction  where it is not then so qualified or to take
any  action  that would  subject  it to  general  service of process in any such
jurisdiction  where it is not then so  subject  or  subject  the  Company to any
material tax in any such jurisdiction where it is not then so subject.

                  (i)  Cooperate  with the  Holders  to  facilitate  the  timely
preparation and delivery of certificates  representing Registrable Securities to
be sold pursuant to a Registration  Statement,  which certificates shall be free
of all restrictive legends,  and to enable such Registrable  Securities to be in
such  denominations  and  registered  in such names as any Holder may request at
least two (2) Business Days prior to any sale of Registrable Securities.

                  (j) Upon the occurrence of any event  contemplated  by Section
3(c)(vi), as promptly as possible, prepare a supplement or amendment,  including
a post-effective amendment, to the Registration Statement or a supplement to the
related  Prospectus or any document  incorporated  or deemed to be  incorporated
therein  by  reference,  and file  any  other  required  document  so  that,  as
thereafter  delivered,  neither the  Registration  Statement nor such Prospectus
will contain an untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in the light of the circumstances under which they were made, not misleading.

                  (k) Use its best efforts to cause all  Registrable  Securities
relating to such  Registration  Statement to be listed on the OTC Bulletin Board
or any other securities  exchange,  quotation system or market, if any, on which
similar  securities  issued by the Company are then listed as and when  required
pursuant to the Purchase Agreement.

                  (l) Comply in all material  respects with all applicable rules
and regulations of the Commission.

                  (m) The Company may require each selling  Holder to furnish to
the  Company  information  regarding  such Holder and the  distribution  of such
Registrable Securities as is required by law to be disclosed in the Registration
Statement,  and the Company may exclude from such  registration  the Registrable
Securities of any such Holder who unreasonably fails to furnish such information
within a reasonable time after receiving such request.

                  If the Registration  Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require (if such reference to such Holder by name or otherwise
is not required by the  Securities  Act or any similar  federal  statute then in

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<PAGE>

force)  the  deletion  of the  reference  to such  Holder  in any  amendment  or
supplement to the  Registration  Statement  filed or prepared  subsequent to the
time that such reference ceases to be required.

                  Each Holder covenants and agrees that (i) it will not sell any
Registrable  Securities under the  Registration  Statement until it has received
copies of the  Prospectus as then amended or  supplemented  as  contemplated  in
Section 3(g) and notice from the Company that such  Registration  Statement  and
any  post-effective  amendments thereto have become effective as contemplated by
Section 3(c) and (ii) it and its officers, directors or Affiliates, if any, will
comply  with the  prospectus  delivery  requirements  of the  Securities  Act as
applicable to them in connection with sales of Registrable  Securities  pursuant
to the Registration Statement.

                  Each  Holder  agrees by its  acquisition  of such  Registrable
Securities  that, upon receipt of a notice from the Company of the occurrence of
any  event of the kind  described  in  Section  3(c)(ii),  3(c)(iii),  3(c)(iv),
3(c)(v) or 3(c)(vi),  such Holder will forthwith discontinue disposition of such
Registrable  Securities  under the  Registration  Statement  until such Holder's
receipt of the copies of the supplemented Prospectus and/or amended Registration
Statement  contemplated  by Section 3(j), or until it is advised in writing (the
"Advice")  by the  Company  that  the use of the  applicable  Prospectus  may be
resumed,  and,  in  either  case,  has  received  copies  of any  additional  or
supplemental  filings  that are  incorporated  or deemed to be  incorporated  by
reference in such Prospectus or Registration  Statement.  The Company shall seek
to resume the use of the Prospectus  within the time frames as stated in section
3(n) below.

                  (n) If (i) there is material non-public  information regarding
the Company which the  Company's  Board of Directors  (the  "Board")  reasonably
determines  not to be in the  Company's  best interest to disclose and which the
Company is not  otherwise  required to disclose,  or (ii) there is a significant
business  opportunity  (including,  but  not  limited  to,  the  acquisition  or
disposition  of assets  (other than in the  ordinary  course of business) or any
merger,  consolidation,  tender offer or other similar transaction) available to
the Company  which the Board  reasonably  determines  not to be in the Company's
best  interest to disclose,  then the Company may postpone or suspend  filing or
effectiveness  of a  registration  statement  for a  period  not  to  exceed  20
consecutive  days,  provided  that the Company  may not  postpone or suspend its
obligation under this Section 3(n) for more than 45 days in the aggregate during
any 12 month period; provided,  however, that no such postponement or suspension
shall be permitted for  consecutive 20 day periods,  arising out of the same set
of facts, circumstances or transactions.

     4. Registration Expenses.

                  All  fees  and  expenses  incident  to the  performance  of or
compliance  with this  Agreement  by the  Company,  except as and to the  extent
specified  in  Section  4,  shall  be borne by the  Company  whether  or not the
Registration  Statement  is filed or becomes  effective  and  whether or not any
Registrable Securities are sold pursuant to the Registration Statement. The fees
and  expenses  referred to in the  foregoing  sentence  shall  include,  without
limitation, (i) all registration and filing fees (including, without limitation,
fees and  expenses  (A) with  respect  to filings  required  to be made with any
securities  exchange  or market on which  Registrable  Securities  are  required
hereunder to be listed, (B) with respect to filings required to be made with the
National Association of Securities Dealers,  Inc. and the NASD Regulation,  Inc.
and (C) in compliance with state securities or Blue Sky laws (including, without

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limitation, fees and disbursements of counsel for the Holders in connection with
Blue Sky  qualifications of the Registrable  Securities and determination of the
eligibility of the Registrable  Securities for investment under the laws of such
jurisdictions  as the  Holders  of a  majority  of  Registrable  Securities  may
designate)),  (ii) expenses of printing certificates for Registrable Securities,
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance,  if the Company
so desires  such  insurance,  and (vi) fees and  expenses  of all other  Persons
retained by the Company in connection with the  consummation of the transactions
contemplated by this Agreement,  including,  without  limitation,  the Company's
independent public accountants (including the expenses of any comfort letters or
costs  associated  with the  delivery by  independent  public  accountants  of a
comfort  letter  or  comfort  letters).  In  addition,   the  Company  shall  be
responsible  for all of its internal  expenses  incurred in connection  with the
consummation  of the  transactions  contemplated  by this Agreement  (including,
without  limitation,  all salaries  and  expenses of its officers and  employees
performing  legal or accounting  duties),  the expense of any annual audit,  the
fees and expenses  incurred in  connection  with the listing of the  Registrable
Securities on any securities exchange as required hereunder.

     5. Indemnification.

                  (a)  Indemnification  by  the  Company.   The  Company  shall,
notwithstanding  any termination of this Agreement,  indemnify and hold harmless
each Holder,  the officers,  directors,  agents,  brokers (including brokers who
offer and sell  Registrable  Securities  as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors
and employees of each of them,  each Person who controls any such Holder (within
the meaning of Section 15 of the  Securities  Act or Section 20 of the  Exchange
Act) and the officers,  directors, agents and employees of each such controlling
Person,  to the fullest extent permitted by applicable law, from and against any
and  all  losses,  claims,  damages,  liabilities,   costs  (including,  without
limitation,   costs  of   preparation   and   attorneys'   fees)  and   expenses
(collectively,  "Losses"), as incurred, arising out of or relating to any untrue
or alleged  untrue  statement of a material fact  contained in the  Registration
Statement,  any  Prospectus  or any form of  prospectus  or in any  amendment or
supplement  thereto  or in any  preliminary  prospectus,  or  arising  out of or
relating to any omission or alleged  omission of a material  fact required to be
stated therein or necessary to make the  statements  therein (in the case of any
Prospectus  or form of prospectus  or  supplement  thereto,  in the light of the
circumstances under which they were made) not misleading,  except to the extent,
but only to the  extent,  that such untrue  statements  or  omissions  are based
solely upon information  regarding such Holder or such other  Indemnified  Party
furnished  in writing to the Company by such Holder  expressly  for use therein,
which  information was reasonably relied on by the Company for use therein or to
the  extent  that such  information  relates  to such  Holder  or such  Holder's
proposed method of  distribution of Registrable  Securities and was reviewed and
expressly  approved  in  writing  by  such  Holder  expressly  for  use  in  the
Registration  Statement,  such  Prospectus  or such form of Prospectus or in any
amendment or supplement  thereto.  The Company shall notify the Holders promptly
of the  institution,  threat or assertion of any Proceeding of which the Company
is aware in connection with the transactions contemplated by this Agreement.

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                  (b) Indemnification by Holders.  Each Holder shall,  severally
and not  jointly,  indemnify  and hold  harmless  the  Company,  the  directors,
officers, agents and employees, each Person who controls the Company (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),
and the directors, officers, agents or employees of such controlling Persons, to
the fullest extent  permitted by applicable law, from and against all Losses (as
determined by a court of competent  jurisdiction in a final judgment not subject
to appeal or review),  as incurred,  arising  solely out of or based solely upon
any untrue statement of a material fact contained in the Registration Statement,
any  Prospectus,  or any form of  prospectus,  or arising solely out of or based
solely upon any  omission of a material  fact  required to be stated  therein or
necessary to make the statements  therein (in the case of any Prospectus or form
of prospectus or supplement  thereto,  in the light of the  circumstances  under
which they were made) not  misleading,  to the  extent,  but only to the extent,
that such untrue  statement  or  omission is  contained  in any  information  so
furnished in writing by such Holder to the Company specifically for inclusion in
the  Registration  Statement or such  Prospectus and that such  information  was
reasonably  relied upon by the Company  for use in the  Registration  Statement,
such  Prospectus  or  such  form  of  prospectus  or to  the  extent  that  such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution of Registrable  Securities and was reviewed and expressly  approved
in writing by such Holder expressly for use in the Registration Statement,  such
Prospectus or such form of Prospectus.

                  (c) Conduct of Indemnification  Proceedings. If any Proceeding
shall be brought or asserted against any Person entitled to indemnity  hereunder
(an  "Indemnified  Party"),  such  Indemnified  Party  promptly shall notify the
Person from whom indemnity is sought (the "Indemnifying  Party) in writing,  and
the  Indemnifying  Party  shall  assume  the  defense  thereof,   including  the
employment of counsel  reasonably  satisfactory to the Indemnified Party and the
payment of all fees and expenses  incurred in connection  with defense  thereof;
provided,  that the failure of any  Indemnified  Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant to
this  Agreement,  except  (and  only) to the  extent  that it  shall be  finally
determined  by a court of competent  jurisdiction  (which  determination  is not
subject to appeal or further  review) that such failure  shall have  proximately
and materially adversely prejudiced the Indemnifying Party.

                  An Indemnified  Party shall have the right to employ  separate
counsel in any such  Proceeding and to participate in the defense  thereof,  but
the  fees  and  expenses  of  such  counsel  shall  be at the  expense  of  such
Indemnified Party or Parties. The Indemnifying Party shall not be liable for any
settlement of any such Proceeding  effected without its written  consent,  which
consent shall not be unreasonably  withheld or delayed.  No  Indemnifying  Party
shall,  without the prior written consent of the Indemnified  Party,  effect any
settlement of any pending  Proceeding in respect of which any Indemnified  Party
is a party,  unless such settlement  includes an  unconditional  release of such
Indemnified  Party from all  liability on claims that are the subject  matter of
such Proceeding.

              All  fees  and  expenses  of  the  Indemnified   Party  (including
reasonable  fees  and  expenses  to  the  extent  incurred  in  connection  with
investigating   or  preparing  to  defend  such   Proceeding  in  a  manner  not
inconsistent  with this  Section)  shall be paid to the  Indemnified  Party,  as
incurred,  within  ten (10)  Business  Days of  written  notice  thereof  to the

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<PAGE>

Indemnifying  Party  (regardless of whether it is ultimately  determined that an
Indemnified Party is not entitled to indemnification  hereunder;  provided, that
the  Indemnifying  Party may require  such  Indemnified  Party to  undertake  to
reimburse  all such fees and  expenses  to the extent it is  finally  judicially
determined  that  such  Indemnified  Party is not  entitled  to  indemnification
hereunder).

                  (d) Contribution. If a claim for indemnification under Section
5(a) or 5(b) is  unavailable  to an  Indemnified  Party  because of a failure or
refusal  of  a  governmental   authority  to  enforce  such  indemnification  in
accordance  with its terms (by reason of public policy or otherwise),  then each
Indemnifying  Party,  in lieu of  indemnifying  such  Indemnified  Party,  shall
contribute to the amount paid or payable by such  Indemnified  Party as a result
of such Losses,  in such  proportion as is  appropriate  to reflect the relative
fault of the  Indemnifying  Party and  Indemnified  Party in connection with the
actions,  statements  or omissions  that  resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and  Indemnified  Party shall be  determined  by reference to, among other
things,  whether any action in question,  including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been  taken  or made  by,  or  relates  to  information  supplied  by,  such
Indemnifying,  Party or Indemnified  Party,  and the parties'  relative  intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include,  subject to the  limitations set forth
in Section 5(c), any reasonable  attorneys' or other reasonable fees or expenses
incurred  by such party in  connection  with any  Proceeding  to the extent such
party   would  have  been   indemnified   for  such  fees  or  expenses  if  the
indemnification  provided  for in this  Section was  available  to such party in
accordance with its terms.

              The parties  hereto agree that it would not be just and  equitable
if  contribution  pursuant  to this  Section  5(d) were  determined  by pro rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
No Person guilty of fraudulent  misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to  contribution  from any Person
who was not guilty of such fraudulent misrepresentation.

              The  indemnity  and  contribution  agreements  contained  in  this
Section are in addition to any liability that the Indemnifying  Parties may have
to the Indemnified Parties

         6. Rule 144.

              As long as any Holder owns Common  Stock the Company  covenants to
timely  file (or  obtain  extensions  in  respect  thereof  and file  within the
applicable  grace period) all reports  required to be filed by the Company after
the date hereof  pursuant to Section  13(a) or 15(d) of the  Exchange Act and to
promptly  furnish the Holders with true and complete copies of all such filings.
As long as any Holder owns Shares, of Common Stock,  Warrants or Warrant Shares,
if the Company is not  required  to file  reports  pursuant to Section  13(a) or
15(d) of the  Exchange  Act, it will prepare and furnish to the Holders and make
publicly  available  in  accordance  with  Rule  144(c)  promulgated  under  the
Securities  Act annual  and  quarterly  financial  statements,  together  with a

                                      -10-
<PAGE>

discussion  and  analysis of such  financial  statements  in form and  substance
substantially  similar to those that would  otherwise be required to be included
in reports  required by Section  13(a) or 15(d) of the Exchange  Act, as well as
any other  information  required  thereby,  in the time period that such filings
would have been  required to have been made under the Exchange  Act. The Company
further  covenants  that it will take such  further  action  as any  Holder  may
reasonably request,  all to the extent required from time to time to enable such
Person to sell the Common Stock and Warrant  Shares without  registration  under
the Securities Act within the limitation of the exemptions  provided by Rule 144
promulgated  under the Securities  Act,  including  providing any legal opinions
relating to such sale pursuant to Rule 144. Upon the request of any Holder,  the
Company  shall  deliver  to  such  Holder  a  written  certification  of a  duly
authorized officer as to whether it has complied with such requirements.

         7. Miscellaneous.

                  (a) Remedies.  In the event of a breach by the Company or by a
Holder,  of any of their  obligations  under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary  damages would not provide  adequate
compensation  for any losses  incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific  performance  in respect of such breach,  it shall waive the
defense that a remedy at law would be adequate.

                  (b) Plan of  Distribution.  The  Prospectus  shall contain the
following  Plan of  Distribution:  "The  Selling  Stockholders  and any of their
pledgees, donees,  transferees,  assignees and successors-in-interest  may, from
time to time,  sell any or all of their  shares  of  Common  Stock on any  stock
exchange,  market or  trading  facility  on which the  shares  are  traded or in
private  transactions.  These sales may be at fixed or  negotiated  prices.  The
Selling  Stockholders  may use any one or  more of the  following  methods  when
selling shares:

*        ordinary   brokerage   transactions   and  transactions  in  which  the
         broker-dealer solicits Investors;

*        block trades in which the broker-dealer will attempt to sell the shares
         as  agent  but may  position  and  resell  a  portion  of the  block as
         principal to facilitate the transaction;

*        purchases  by  a   broker-dealer   as  principal   and  resale  by  the
         broker-dealer for its account;

*        an exchange distribution in accordance with the rules of the applicable
         exchange;

*        privately negotiated transactions;

*        to cover  short  sales  made  after  the date  that  this  Registration
         Statement is declared effective by the Commission;

*        broker-dealers  may  agree  with  the  Selling  Stockholders  to sell a
         specified number of such shares at a stipulated price per share;

*        through  the  writing  or   settlement  of  options  or  other  hedging
         transactions, whether through an options exchange or otherwise;

*        a combination of any such methods of sale; and

*        any other method permitted pursuant to applicable law.

                                      -11-
<PAGE>

The  Selling  Stockholders  may  also  sell  shares  under  Rule 144  under  the
Securities Act, if available, rather than under this prospectus.

Broker-dealers  engaged  by the  Selling  Stockholders  may  arrange  for  other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the Selling  Stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated.  The  Selling  Stockholders  do not  expect  these  commissions  and
discounts to exceed what is customary in the types of transactions involved.
In  connection  with the sale of our  common  stock or  interests  therein,  the
Selling  Stockholders may enter into hedging transactions with broker-dealers or
other  financial  institutions,  which may in turn  engage in short sales of the
common stock in the course of hedging the  positions  they  assume.  The Selling
Stockholders  may also sell shares of our common  stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the common
stock to  broker-dealers  that in turn may sell these  securities.  The  Selling
Stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

Upon the Company  being  notified in writing by a Selling  Stockholder  that any
material  arrangement has been entered into with a broker-dealer for the sale of
Common Stock through a block trade, special offering,  exchange  distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus  will be  filed,  if  required,  pursuant  to Rule  424(b)  under the
Securities Act,  disclosing (i) the name of each such Selling Stockholder and of
the participating  broker-dealer(s),  (ii) the number of shares involved,  (iii)
the  price  at which  such  the  shares  of  Common  Stock  were  sold,  (iv)the
commissions paid or discounts or concessions  allowed to such  broker-dealer(s),
where  applicable,   (v)  that  such   broker-dealer(s)   did  not  conduct  any
investigation  to verify the information set out or incorporated by reference in
this prospectus, and (vi) other facts material to the transaction.  In addition,
upon the Company being notified in writing by a Selling Stockholder that a donee
or  pledge  intends  to sell  shares  of  Common  Stock,  a  supplement  to this
prospectus  will be  filed  if  then  required  in  accordance  with  applicable
securities law.

The Selling  Stockholders  also may transfer the shares of Common Stock in other
circumstances,  in which case the  transferees,  pledgees or other successors in
interest will be the selling beneficial owners for purposes of this prospectus.

The Selling  Stockholders and any  broker-dealers or agents that are involved in
selling the shares may be deemed to be "underwriters"  within the meaning of the
Securities Act in connection  with such sales.  In such event,  any  commissions
received  by such  broker-dealers  or agents and any profit on the resale of the
shares  purchased  by them  may be  deemed  to be  underwriting  commissions  or
discounts  under the Securities  Act.  Discounts,  concessions,  commissions and
similar  selling  expenses,  if  any,  that  can be  attributed  to the  sale of

                                      -12-
<PAGE>

Securities will be paid by the Selling  Stockholder and/or the purchasers.  Each
Selling  Stockholder  has  represented  and  warranted  to the  Company  that it
acquired the securities  subject to this registration  statement in the ordinary
course of such Selling  Stockholder's  business and, at the time of its purchase
of such securities such Selling Stockholder had no agreements or understandings,
directly or indirectly, with any person to distribute any such securities.

There can be no assurance that any Selling  Stockholder  will sell any or all of
the shares of Common Stock registered  pursuant to this Registration  Statement,
of which this prospectus forms a part.

The Company  has advised  each  Selling  Stockholder  that it may not use shares
registered on this  Registration  Statement to cover short sales of Common Stock
made  prior to the date on which  this  Registration  Statement  shall have been
declared  effective  by the  Commission.  If a  Selling  Stockholder  uses  this
prospectus  for any  sale  of the  Common  Stock,  it  will  be  subject  to the
prospectus delivery requirements of the Securities Act. The Selling Stockholders
will be responsible  to comply with the applicable  provisions of the Securities
Act and Exchange  Act,  and the rules and  regulations  thereunder  promulgated,
including,  without  limitation,  Regulation  M, as  applicable  to such Selling
Stockholders  in connection with resales of their  respective  shares under this
Registration Statement.

The  Company  is  required  to  pay  all  fees  and  expenses  incident  to  the
registration  of the shares,  but the Company will not receive any proceeds from
the sale of the Common  Stock.  The Company and the  Selling  Stockholders  have
agreed to indemnify  each other  against  certain  losses,  claims,  damages and
liabilities, including liabilities under the Securities Act.
                  Once  sold  under a  Registration  Statement,  of  which  this
prospectus  forms a part, the shares of Common Stock will be freely  tradable in
the hands of persons other than the Company's affiliates."

                  (c) Intentionally Left Blank

                  (d) Intentionally Left Blank

                  (e) Failure to File  Registration  Statement and Other Events.
The Company and the Purchasers agree that the Holders will suffer damages if the
Registration  Statement  is not  filed on or prior  to the  Filing  Date and not
declared  effective by the Commission on or prior to the Effectiveness  Date and
maintained in the manner contemplated herein during the Effectiveness Time or if
certain  other events occur.  The Company and the Holders  further agree that it
would not be feasible to ascertain  the extent of such  damages with  precision.
Accordingly,  if (A) the Registration  Statement is not filed on or prior to the
Filing Date, or is not declared  effective by the  Commission on or prior to the
Effectiveness  Date (or in the event an  additional  Registration  Statement  is
filed  because  the  actual  number of shares of  Common  Stock  into  which the
Warrants are exercisable  exceeds the number of shares of Common Stock initially
registered is not filed and declared  effective  with the time periods set forth
in Section 2 or (B) the Company  breaches in a material  respect any covenant or
other  material  term or condition  to this  Agreement,  the Purchase  Agreement
(other  than a  representation  or  warranty  contained  therein)  or any  other
agreement,  document,  certificate or other  instrument  delivered in connection
with the transactions contemplated hereby and thereby, and such breach continues
for a period of thirty days after written notice thereof to the Company, or (any
such  failure or breach  being  referred to as an "Event,"  and for  purposes of

                                      -13-
<PAGE>

clause (A) the date on which such Event  occurs,  or for  purposes of clause (B)
the date on which such  thirty  day period is  exceeded,  being  referred  to as
"Event Date"),  the Company shall pay, at the option of the Holder, an amount in
cash or shares of Common Stock, as liquidated  damages to the Holder equal to 1%
for each calendar  month or portion  thereof of the Purchase Price of the shares
of  Common  Stock  owned by the  Holder  until  the  applicable  Event is cured.
Payments  to be made  pursuant  to this  Section  7(e) shall be due and  payable
immediately upon demand in immediately  available funds. If the Holder elects to
be paid in shares of Common  Stock,  the number of such  shares of Common  Stock
shall be based on the liquidated  damage amount  divided by the Average  Closing
Bid Price of the shares of Common Stock for the previous 30 days.

                  (f) Amendments and Waivers.  The provisions of this Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and each of the Holders.  Notwithstanding the foregoing,  a waiver or consent to
depart  from  the  provisions  hereof  with  respect  to a matter  that  relates
exclusively  to the rights of Holders and that does not  directly or  indirectly
affect  the  rights  of other  Holders  may be given  by  Holders  of at least a
majority of the Registrable  Securities to which such waiver or consent relates;
provided,  however,  that the  provisions  of this  sentence may not be amended,
modified,  or  supplemented  except in  accordance  with the  provisions  of the
immediately preceding sentence.

                  (g) Notices.  Any and all notices or other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall be deemed  given  and  effective  on the  earlier  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number  specified for notice prior to 5:00 p.m.,  New York
City  time,  on a  Business  Day,  (ii)  the  Business  Day  after  the  date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  telephone  number specified for notice later than 5:00 p.m., New York
City time, on any date and earlier than 11:59 p.m.,  New York City time, on such
date,  (iii)  the  Business  Day  following  the  date  of  mailing,  if sent by
nationally  recognized  overnight  courier service or (iv) actual receipt by the
party to whom  such  notice is  required  to be given.  The  addresses  for such
communications shall be with respect to the Holder:

                  ___________________________

                  ___________________________

                  ___________________________

                  or with respect to the Company, addressed to:

                                      -14-
<PAGE>

                        Globetel Communications Corp.
                        9010 Pines Blvd., Suite 110
                        Pembroke Pines, FL 33324

                        Attention:  Timothy Huff
                        Facsimile:   (954) 272-0380
                        Telephone:  (954) 241-0590

                        With a copy to:

                        Jonathan D. Leinwand, P.A.
                        12955 Biscayne Blvd., Suite 402
                        North Miami, FL 33181
                        Telephone:  (305) 981-4524
                        Facsimile:   (954) 252-4265

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other parties  hereto
by such notice.

                  (h)  Successors and Assigns.  This Agreement  shall be binding
upon and inure to the benefit of the parties and their  successors and permitted
assigns and shall inure to the  benefit of each  Holder and its  successors  and
assigns.  The  Company  may not assign  this  Agreement  or any of its rights or
obligations  hereunder  without the prior written  consent of each Holder.  Each
Purchaser  may assign its rights  hereunder  in the manner and to the Persons as
permitted under the Purchase Agreement.

                  (i)  Assignment  of  Registration  Rights.  The rights of each
Holder  hereunder,  including the right to have the Company  register for resale
Registrable Securities in accordance with the terms of this Agreement,  shall be
automatically  assignable by each Holder of all or a portion of the  Registrable
Securities  if: (i) the Holder agrees in writing with the transferee or assignee
to assign such rights,  and a copy of such agreement is furnished to the Company
within a reasonable  time after such  assignment,  (ii) the Company is, within a
reasonable time after such transfer or assignment, furnished with written notice
of (a)  the  name  and  address  of such  transferee  or  assignee,  and (b) the
securities with respect to which such registration  rights are being transferred
or assigned, (iii) following such transfer or assignment the further disposition
of such  securities  by the  transferee  or  assignees is  restricted  under the
Securities Act and applicable  state securities laws, (iv) at or before the time
the Company  receives  the written  notice  contemplated  by clause (ii) of this
Section,  the transferee or assignee agrees to be bound by all of the provisions
of this Agreement, (v) such transfer shall have been made in accordance with the
applicable  requirements  of the Purchase  Agreement,  and (vi) at least 100,000
shares of Registrable Securities (appropriately adjusted for any stock dividend,
split  or  combination  of the  Common  Stock)  are  being  transferred  to such
transferee or assignee in connection with such assignment of rights.  The rights
to  assignment  shall apply to the Holders (and to  subsequent)  successors  and
assigns.

                                      -15-
<PAGE>

                  (j) Counterparts. This Agreement may be executed in any number
of  counterparts,  each of  which  when so  executed  shall be  deemed  to be an
original  and, all of which taken  together  shall  constitute  one and the same
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.

                  (k)  Governing  Law. This  Agreement  shall be governed by and
construed in accordance  with the laws of the State of Delaware,  without regard
to principles of conflicts of law thereof.

                  (l)  Cumulative  Remedies.  The remedies  provided  herein are
cumulative and not exclusive of any remedies provided by law.

                  (m)  Severability.   If  any  term,  provision,   covenant  or
restriction  of  this  Agreement  is  held  to  be  invalid,  illegal,  void  or
unenforceable in any respect, the remainder of the terms, provisions,  covenants
and  restrictions  set forth  herein  shall  remain in full force and effect and
shall in no way be affected,  impaired or  invalidated,  and the parties  hereto
shall use their  reasonable  efforts to find and employ an alternative  means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (n) Headings. The headings herein are for convenience only, do
not  constitute  a part of this  Agreement  and  shall not be deemed to limit or
affect any of the provisions hereof.

                  (o) Shares Held by the Company  and its  Affiliates.  Whenever
the  consent or approval of Holders of a  specified  percentage  of  Registrable
Securities is required hereunder,  Registrable Securities held by the Company or
its  Affiliates  (other than any Holder or  transferees or successors or assigns
thereof  if such  Holder is deemed  to be an  Affiliate  solely by reason of its
holdings of such  Registrable  Securities)  shall not be counted in  determining
whether  such  consent or  approval  was given by the  Holders of such  required
percentage.

         IN WITNESS  WHEREOF,  the parties hereto have caused this  Registration
Rights Agreement to be duly executed by their respective  authorized  persons as
of the date first indicated above.

                                            GLOBETEL COMMUNICATIONS CORP.


                                            By:_________________________________
                                               Name:  TIMOTHY M. HUFF
                                               Title: CEO


                                            PURCHASER


                                            By:_________________________________
                                               Name:
                                               Title:


                                      -16-