Exhibit 10.2

NEITHER THIS SECURITY NOR THE  SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.

                              ADD-ON EXCHANGE, INC.
                            CONVERTIBLE SECURED NOTE
                                     ------

PRINCIPAL AMOUNT:                            INTEREST RATE:  5%
UP TO $300,000.00
                                             CONVERTIBLE INTO THE MAKER'S COMMON
DUE DATE: OCTOBER 31, 2013                   STOCK AT A COMPANY VALUATION OF
                                             $2,000,000

FOR VALUE RECEIVED, the undersigned, Add-on Exchange, Inc. ("Add-on Exchange") a
Delaware  corporation,  the "Maker," hereby promises to pay to the order of GoIP
Global,  Inc.,  the "Payee" or the  "Holder",  the  principal sum of all amounts
advanced to the Maker by the Payee, plus interest at the rate specified below.

The Payee has  agreed to  advance  to the Maker a minimum  of  Fifteen  Thousand
Dollars  ($15,000) during each calendar month for a period of twelve months from
the date  hereof,  and all such  advances are secured by this  Convertible  Note
which is convertible  into the Maker's  Common Stock at a company  valuation for
the Maker of Two Million Dollars ($2,000,000), and all such advanced are secured
by the assets of the Maker as provided herein and in accompanying documentation.

The unpaid principal  balance  outstanding from time to time shall bear interest
prior to maturity at an annual  rate of  interest  equal to 5% and all  interest
accrued on the outstanding  principal  balance of this Convertible Note shall be
due and payable as provided below.

The Maker  hereby  agrees to pay the  entire  amount  due  hereunder,  including
principal and interest,  on or before  October 31, 2013  ("Maturity  Date"),  on
which date all unpaid  principal  and  interest due  hereunder  shall be paid in
full.  All payments shall be applied first to interest on the unpaid balance and
the remainder to principal.

Interest  hereon shall be calculated on the basis of a 360-day year prior to the
actual number of days elapsed  until all accrued and unpaid  interest is paid in
full.  All payments of  principal  and  interest  hereunder  shall be payable in
lawful currency of the United States.

                                       1
<PAGE>
If payment in full of the principal balance and accrued interest is not actually
received by the Payee on or before the  Maturity  Date,  the Maker agrees to pay
Payee a late charge equal to the above specified  interest rate plus two percent
(2%) per annum on that  delinquent  amount  until  paid.  All  interest  due and
payable  hereunder  which is not paid when due for any reason shall be cumulated
and accrue interest at the rate hereunder.

This  Convertible  Note is given in consideration of a loan by Payee to Maker in
the principal amount of the Convertible Note.

The holder of this  Convertible  Note and all successors  thereof shall have all
the rights of a holder in due course as provided by the laws of the state of New
York.

Maker hereby  waives  demand,  presentment,  protest,  notice or protest  and/or
dishonor and all other notices or requirements  that might otherwise be required
by law. The Maker promises to pay on demand all costs of  collection,  including
reasonable  attorney's  fees  and  court  costs,  paid or  incurred  by Payee in
enforcing  this  Convertible  Note  upon an Event of  Default  (as that  term is
defined below) hereunder.

The  occurrence of any of the following  shall  constitute an "Event of Default"
under this Convertible Note:

     a.   The  failure  of the Maker to make any  payment  when due  under  this
          Convertible Note;

     b.   The institution of legal proceedings by or against the Maker under any
          state  insolvency  laws,  federal  bankruptcy  law, or similar  debtor
          relief laws then in effect.

     c.   A  breach  of  any of the  terms  of  this  Note  or the  Subscription
          Agreement between the parties of even date.

Upon an Event of Default,  Payee may, at Payee's option, without notice, declare
all principal and interest due under this Convertible Note to be due and payable
immediately,  and may exercise his conversion options. Payee may waive any Event
of Default  before or after it occurs and may restore this  Convertible  Note in
full  effect  without  impairing  the right to declare  it due for a  subsequent
default.

SECURITY

This Note shall be secured by a blanket  lien on all of the assets of the Maker.
The Maker shall file and cause any  subsidiaries  to file a UCC-1  recording the
lien of the Payee on the  assets of the  Maker and any  subsidiary  and take all
other  steps  necessary  and  appropriate  to record the  Payee's  and  security
interest in the appropriate records.  Maker shall immediately provide Payee with
a copy  of  such  filings.  Failure  to so  file  such  recordings  shall  be an
additional event of default.

CONVERSION INTO COMMON STOCK

At any time prior to the Maturity Date, subject to Add-on Board approval,  Payee
shall  have  the  option  to  convert  the  unpaid  principal  balance  of  this
Convertible  Note, or any portion thereof,  together with all accrued  interest,
into that number of shares of the Common Stock (the "Shares") of the Maker equal
to the unpaid  principal  balance of the  Convertible  Note, or portion  thereof
converted,  divided by a price per share  determined  by  dividing  Two  Million
Dollars  ($2,000,000)  by the  number  of  shares  outstanding  on the  date  of
conversion immediately before the event of conversion (the "Conversion Rate").

Adjustments to Conversion Rate The Conversion Rate is subject to adjustment from
time to time in the event of (i) the  issuance of Common  Stock as a dividend or
distribution on any class of the Company's  capital stock; (ii) the combination,
subdivision or  reclassification  of the Common Stock; (iii) the distribution to

                                       2
<PAGE>
all holders of Common Stock of cash dividends or  distributions;  (iv) the split
or reverse  split of the Company's  Common stock;  and/or (v) the sale of Common
Stock at a price, or the issuance of options, warrants or convertible securities
with an exercise or conversion price per share,  less than the lower of the then
current Conversion Rate equivalent price or the then current market price of the
Common Stock  (except upon exercise of options  outstanding  on the date of this
certificate or options  thereafter  granted to employees,  officers,  directors,
stockholders or consultants  pursuant to existing stock plans). No adjustment in
the Conversion  Rate will be required until  cumulative  adjustments  require an
adjustment of at least 5% in the Conversion  Rate. No fractional  shares will be
issued upon conversion,  but any fractions will be adjusted in cash on the basis
of the then current market price of the Common Stock.

Exercise In order to exercise this conversion  right,  the Payee shall surrender
this  Convertible  Note to the  Maker,  accompanied  by  written  notice  of his
intention to exercise this  conversion  right,  which notice shall set forth the
principal  amount  of  this  Convertible  Note  to  be  converted   ("Notice  of
Conversion").  Within ten (10) business days of Maker's receipt of the Notice of
Conversion  and this  Convertible  Note,  the Maker shall deliver or cause to be
delivered  to the Payee,  written  confirmation  that the Common  Stock has been
issued in the name of the Payee.

MECHANICS OF EXERCISE.

Exercise of the purchase  rights  represented  by this  Convertible  Note may be
made, in whole or in part, at any time or times on or after the Initial Exercise
Date and on or before the Due Date by delivery to the Company of a duly executed
facsimile  copy of the Notice of  Exercise  Form  annexed  hereto (or such other
office or agency of the Company as it may  designate by notice in writing to the
registered  Holder at the  address of the Holder  appearing  on the books of the
Company).  Notwithstanding anything herein to the contrary, the Holder shall not
be required to physically  surrender this  Convertible Note to the Company until
the Holder has converted all of the Note  available by conversion  hereunder and
the Note has been exercised in full, in which case,  the Holder shall  surrender
this Note to the Company for cancellation  within three Trading Days of the date
the final Notice of Exercise is  delivered  to the  Company.  The Holder and the
Company  shall  maintain  records  showing the number of shares of Common  Stock
received on conversion and the date of such purchases. The Company shall deliver
any objection to any Notice of Exercise Form within ten Business Days of receipt
of such notice.  In the event of any dispute or discrepancy,  the records of the
Holder shall be controlling and determinative in the absence of manifest error.

Delivery of Certificates Upon Exercise.  Certificates for Common Stock shares to
be received  hereunder shall be transmitted by the transfer agent of the Company
to the Holder by physical delivery to the address specified by the Holder in the
Notice of Exercise after delivery to the Company of the Notice of Exercise Form,
surrender of this Convertible Note (if required). This Convertible Note shall be
deemed to have been  exercised on the date the Notice of Exercise is received by
the Company. The shares of Common Stock shall be deemed to have been issued, and
Holder or any other person so  designated to be named therein shall be deemed to
have become a holder of record of such shares for all  purposes,  as of the date
the Convertible Note has been exercised by Notice of Exercise.

Delivery of New Convertible  Note Upon Exercise.  If this Convertible Note shall
have been exercised in part,  the Company shall,  at the request of a Holder and
upon surrender of this Convertible Note certificate,  at the time of delivery of
the certificate or certificates  representing Common Shares, deliver to Holder a
new Convertible Note evidencing the rights of Holder to purchase the unconverted
shares  of  Common  Stock  called  for  by  this  Convertible  Note,  which  new
Convertible  Note shall in all other respects be identical with this Convertible
Note.

No  Fractional  Shares  or Scrip.  No  fractional  shares or scrip  representing
fractional shares shall be issued upon the exercise of this Convertible Note. As
to any fraction of a share which Holder would  otherwise be entitled to purchase
upon  such  exercise,  the  Company  shall at its  election,  either  pay a cash

                                       3
<PAGE>
adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the conversion price or round up to the next whole share.

Charges, Taxes and Expenses.  Issuance of certificates for Common Stock shall be
made  without  charge  to the  Holder  for any  issue or  transfer  tax or other
incidental expense in respect of the issuance of such certificate,  all of which
taxes and expenses shall be paid by the Company,  and such certificates shall be
issued in the name of the Holder or in such name or names as may be  directed by
the Holder;  provided,  however, that in the event certificates for Common Stock
are to be issued in a name other than the name of the Holder,  this  Convertible
Note when  surrendered  for exercise shall be accompanied by the Assignment Form
attached hereto duly executed by the Holder;  and the Company may require,  as a
condition  thereto,  the payment of a sum  sufficient  to  reimburse  it for any
transfer tax incidental thereto.

CERTAIN ADJUSTMENTS.

Stock Dividends and Splits.  If the Company,  at any time while this Convertible
Note is outstanding:  (A) pays a stock dividend or otherwise make a distribution
or  distributions  on shares of any Common  Stock or any other  equity or equity
equivalent  securities  payable  in  shares  of any  Common  Stock  (which,  for
avoidance  of doubt,  shall not include any shares of Common Stock issued by the
Company upon exercise of this  Convertible  Note),  (B)  subdivides  outstanding
shares  of any  Common  Stock  into a larger  number  of  shares,  (C)  combines
(including  by way of reverse  stock  split)  any shares of Common  Stock into a
smaller number of shares, or (D) issues by reclassification of shares any Common
Stock or any  shares  of  capital  stock of the  Company,  then in each case the
Exercise Price shall be multiplied by a fraction of which the numerator shall be
the  number of  shares  of Common  Stock  (excluding  treasury  shares,  if any)
outstanding  immediately before such event and of which the denominator shall be
the number of shares of Common Stock  outstanding  immediately  after such event
and the number of shares issuable upon exercise of this  Convertible  Note shall
be  proportionately  adjusted  such that the  aggregate  Exercise  Price of this
Convertible  Note shall remain  unchanged.  Any adjustment made pursuant to this
Section 3(a) shall become  effective  immediately  after the record date for the
determination of stockholders  entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision, combination or re-classification.

TRANSFER OF CONVERTIBLE NOTE.

Transferability.  Subject to compliance with any applicable  securities laws and
the conditions set forth in Section 3(d) hereof,  this  Convertible Note and all
rights hereunder  (including,  without limitation,  any registration rights) are
transferable,  in whole or in part, upon surrender of this  Convertible  Note at
the principal  office of the Company or its  designated  agent,  together with a
written  assignment of this Convertible Note  substantially in the form attached
hereto duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer  taxes payable upon the making of such  transfer.  Upon such
surrender and, if required,  such payment, the Company shall execute and deliver
a new  Convertible  Note or  Convertible  Notes in the name of the  assignee  or
assignees and in the denomination or denominations  specified in such instrument
of assignment, and shall issue to the assignor a new Convertible Note evidencing
the portion of this Convertible Note not so assigned,  and this Convertible Note
shall promptly be canceled.  A Convertible  Note, if properly  assigned,  may be
exercised by a new holder for the purchase of Common Stock without  having a new
Convertible Note issued.

New Convertible  Notes.  This  Convertible  Note may be divided or combined with
other Convertible Notes upon presentation  hereof at the aforesaid office of the
Company,  together with a written notice  specifying the names and denominations
in which new  Convertible  Notes are to be  issued,  signed by the Holder or its
agent or attorney.  Subject to compliance  with Section 4(a), as to any transfer
that may be involved in such division or combination,  the Company shall execute
and deliver a new  Convertible  Note or  Convertible  Notes in exchange  for the
Convertible  Note or  Convertible  Notes to be divided or combined in accordance

                                       4
<PAGE>
with such notice.  All Convertible  Notes issued on transfers or exchanges shall
be dated the original  Issue Date and shall be identical  with this  Convertible
Note except as to the number of Convertible  Note Shares,  said Convertible Note
Shares  being that  Common  Stock  that may be issued  upon  conversion  of this
Convertible Note, issuable pursuant thereto.

Convertible  Note Register.  The Company shall register this  Convertible  Note,
upon records to be maintained by the Company for that purpose (the  "Convertible
Note Register"),  in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Convertible Note as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary.

Transfer Restrictions. If, at the time of the surrender of this Convertible Note
in connection with any transfer of this  Convertible  Note, the transfer of this
Convertible Note shall not be registered  pursuant to an effective  registration
statement under the Securities Act and under applicable state securities or blue
sky laws,  the Company may require,  as a condition of allowing  such  transfer,
that the Holder or  transferee  of this  Convertible  Note,  as the case may be,
comply with the provisions of the securities laws and regulations.

MISCELLANEOUS.

No Rights as Shareholder Until Exercise.  This Convertible Note does not entitle
the Holder to any voting rights or other rights as a shareholder  of the Company
prior to the exercise hereof.

Loss,  Theft,  Destruction  or  Mutilation  of  Convertible  Note.  The  Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft,  destruction or mutilation of this Convertible Note or
any stock  certificate  relating to the Convertible Note Shares,  and in case of
loss, theft or destruction,  of indemnity or security reasonably satisfactory to
it (which, in the case of the Convertible Note, shall not include the posting of
any bond), and upon surrender and cancellation of such Convertible Note or stock
certificate,  if mutilated,  the Company will make and deliver a new Convertible
Note or stock  certificate of like tenor and dated as of such  cancellation,  in
lieu of such Convertible Note or stock certificate.

Saturdays,  Sundays,  Holidays, etc. If the last or appointed day for the taking
of any action or the  expiration of any right  required or granted  herein shall
not be a  Business  Day,  then  such  action  may be taken or such  right may be
exercised on the next succeeding Business Day.

AUTHORIZED SHARES.

The  Company   covenants  that  during  the  period  the  Convertible   Note  is
outstanding,  it will reserve from its  authorized  and unissued  Common Stock a
sufficient  number of shares to provide for the issuance of the Convertible Note
Shares upon the exercise of any purchase rights under this Convertible Note. The
Company  further  covenants  that its  issuance of this  Convertible  Note shall
constitute  full  authority  to its  officers  who are charged  with the duty of
executing stock certificates to execute and issue the necessary certificates for
the  Convertible  Note Shares upon the exercise of the  conversion  rights under
this Convertible  Note. The Company will take all such reasonable  action as may
be  necessary  to assure  that such  Convertible  Note  Shares  may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements  of the Trading  Market upon which the Common  Stock may be listed.
The Company  covenants that all Convertible Note Shares which may be issued upon
the exercise of the purchase rights  represented by this  Convertible Note will,
upon exercise of the conversion rights  represented by this Convertible Note, be
duly authorized,  validly issued, fully paid and nonassessable and free from all
taxes,  liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer  occurring  contemporaneously  with
such issue).

                                       5
<PAGE>
Except and to the extent as waived or  consented  to by the Holder,  the Company
shall not by any action, including, without limitation, amending its certificate
of   incorporation   or  through   any   reorganization,   transfer  of  assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this  Convertible  Note, but will at all times in good faith assist
in the  carrying  out of all such terms and in the taking of all such actions as
may be necessary or  appropriate to protect the rights of Holder as set forth in
this Convertible Note against impairment. Without limiting the generality of the
foregoing,  the Company will (a) not  increase the par value of any  Convertible
Note Shares above the amount  payable  therefor upon such  exercise  immediately
prior  to such  increase  in par  value,  (b) take  all  such  action  as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  Convertible Note Shares upon the exercise of this
Convertible Note, and (c) use commercially reasonable efforts to obtain all such
authorizations,  exemptions or consents from any public  regulatory  body having
jurisdiction  thereof as may be  necessary  to enable the Company to perform its
obligations under this Convertible Note.

Before  taking any action that would  result in an  adjustment  in the number of
Convertible Note Shares for which this Convertible Note is exercisable or in the
Exercise Price, the Company shall obtain all such  authorizations  or exemptions
thereof,  or consents  thereto,  as may be necessary from any public  regulatory
body or bodies having jurisdiction thereof.

Jurisdiction.  All questions concerning the construction,  validity, enforcement
and  interpretation  of this  Convertible Note shall be determined in accordance
with the provisions of this Note in and under the laws of the State of New York.

Restrictions.  The Holder acknowledges that the Convertible Note Shares acquired
upon  the  exercise  of this  Convertible  Note,  if not  registered,  may  have
restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise
any right  hereunder  on the part of Holder  shall  operate  as a waiver of such
right  or   otherwise   prejudice   Holder's   rights,   powers   or   remedies,
notwithstanding  the fact that all rights hereunder terminate on the Termination
Date. If the Company  willfully and knowingly fails to comply with any provision
of this  Convertible  Note, which results in any material damages to the Holder,
the Company shall pay to Holder such amounts as shall be sufficient to cover any
costs and expenses  including,  but not limited to, reasonable  attorneys' fees,
including those of appellate  proceedings,  incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights,  powers
or remedies hereunder.

Notices. Any notice, request or other document required or permitted to be given
or delivered to the Holder by the Company shall be delivered by certified mail.

Limitation of Liability.  No provision hereof, in the absence of any affirmative
action by Holder to exercise this Convertible Note to purchase  Convertible Note
Shares, and no enumeration  herein of the rights or privileges of Holder,  shall
give rise to any liability of Holder for the purchase  price of any Common Stock
or as a stockholder  of the Company,  whether such  liability is asserted by the
Company or by creditors of the Company.

Remedies.  Holder,  in addition to being entitled to exercise all rights granted
by law, including recovery of damages,  will be entitled to specific performance
of its rights under this  Convertible  Note.  The Company  agrees that  monetary
damages would not be adequate  compensation for any loss incurred by reason of a
breach by it of the  provisions  of this  Convertible  Note and hereby agrees to
waive and not to assert the defense in any action for specific  performance that
a remedy at law would be adequate.

                                       6
<PAGE>
Successors and Assigns.  Subject to applicable securities laws, this Convertible
Note and the rights and obligations  evidenced hereby shall inure to the benefit
of and be binding  upon the  successors  of the Company and the  successors  and
permitted  assigns  of  Holder.  The  provisions  of this  Convertible  Note are
intended  to be for  the  benefit  of all  Holders  from  time  to  time of this
Convertible Note and shall be enforceable by the Holder or holder of Convertible
Note Shares.

Amendment.  This  Convertible  Note may be modified or amended or the provisions
hereof waived with the written consent of the Company and the Holder.

Severability.  Wherever possible,  each provision of this Convertible Note shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this  Convertible Note shall be prohibited by or invalid
under  applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Convertible Note.

Headings.  The headings used in this Convertible Note are for the convenience of
reference  only  and  shall  not,  for any  purpose,  be  deemed  a part of this
Convertible Note.

     IN WITNESS  WHEREOF,  the Company has caused  this  Convertible  Note to be
executed by its officer  thereunto  duly  authorized  as of the date first above
indicated.

     MAKER:

     Add-On Exchange, Inc.

     Date: October 17, 2010

     Signature: /s/ John Rafuse
               ------------------------------
               John Rafuse, CEO

     PAYEE:

     GoIP Global, Inc.

     Date: October 17, 2010

     Signature: /s/ Isaac Sutton
               ------------------------------
               Isaac H. Sutton, CEO


                                       7
<PAGE>
                               NOTICE OF EXERCISE

TO: Add-On Exchange, Inc.

(1) The  undersigned  hereby  elects to convert into Common Stock of the Company
pursuant to the terms of the  attached  Convertible  Note (only if  exercised in
full), and tenders herewith said Convertible Note,  together with all applicable
transfer taxes, if any.

(2) Please issue a certificate or  certificates  representing  said Common Stock
shares in the name of the  undersigned  or in such  other  name as is  specified
below:

The Common Stock shares shall be delivered by physical delivery of a certificate
to:


--------------------------------
[SIGNATURE OF HOLDER]

Name of Investing
Entity:
       -------------------------------------------------------------------------

SIGNATURE OF AUTHORIZED SIGNATORY OF
INVESTING ENTITY:
                 ---------------------------------------------------------------

Name of Authorized
Signatory:
          ----------------------------------------------------------------------

Title of Authorized
Signatory:
          ----------------------------------------------------------------------
Date:
     ---------------------------------------------------------------------------

                                       8
<PAGE>
                                 ASSIGNMENT FORM

(To  assign  the  foregoing   Note,   execute  this  form  and  supply  required
information. Do not use this form to convert the Note.)

FOR VALUE RECEIVED,  [         ] all of or [         ] amount of the foregoing
Convertible Note and all rights evidenced thereby are hereby assigned to

                                                      whose address is
------------------------------------------------------


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

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

                                             Dated:             ,
                                                   ------------ ----------

                           Holder's
                           Signature:
                                              ----------------------------------

                           Holder's Address:
                                              ----------------------------------

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

Signature
Guaranteed:
           ---------------------------------------------------------------------


                                       9