Subscription
        Agreement

      


      GlobeTel
        Communications Corp.

      101
        NE
        3rd
        Ave.

      Suite
        1500

      Fort
        Lauderdale, FL 33301

      


      Gentlemen:

      


      1. Subscription. GlobeTel
        Communications Corp., a Delaware corporation (the “Company”), hereby agrees to
        issue, and the undersigned subscriber (the “Purchaser”) hereby agrees to
        purchase, 476,190
        shares
        of
        common stock of the Company (the “Shares”), and the Warrants (defined below),
        subject to the terms and conditions set forth herein. The Shares and the
        Warrants are being issued by the Company in consideration of the payment
        of the
        Purchase Price (defined below), the receipt and sufficiency of which is hereby
        acknowledged. 

      


      (a) Total
        Purchase Price.
        The
        total purchase price of the Shares is $50,000. However, Purchaser may make
        additional investments, in its sole discretion and without any obligation
        to do
        so and on terms acceptable by it, as follows:

      


      (i) $225,000
        payable on or before October 15, 2008 (for 2,142,857 shares of the Company’s
        Common Stock, together with one two year Class A Warrant and one two year
        Class
        B Warrant, each to purchase 1,071,429 shares of the Company’s Common Stock
        exercisable at $.21 per share and $.315 per share, respectively);
        and 

      


      (ii) $225,000
        payable on or before December 15, 2008 (for 2,142,857 shares of the Company’s
        Common Stock, together with one two year Class A Warrant and one two year
        Class
        B Warrant, each to purchase 1,071,429 shares of the Company’s Common Stock
        exercisable at $.21 per share and $.315 per share, respectively). 

      


      (b) Warrants. On
        the
        Closing Date (defined below), the Purchaser shall receive the following two
        year
        common stock purchase warrants (collectively, the “Warrants”): one Class A
        Warrant to purchase 238,095 shares of the Company’s Common Stock at $.21 per
        share and one Class B Warrant to purchase 238,095 shares of the Company’s Common
        Stock at $.315 per share, each in the form as annexed hereto as Exhibits
        A and
        B, respectively. 

      


      (c) Closing.

      


      (i)
         Upon
        the
        execution hereof by the parties hereto, the Purchaser shall pay the Purchase
        Price to the Company. The date of execution of this Subscription Agreement
        by
        the parties hereto shall be referred to herein as the “Closing
        Date”.


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      (ii) Upon
        receipt of the Purchase Price, the Company shall deliver to the Purchaser
        a
        stock certificate for the Shares and the Warrants, each duly executed by
        the
        Company.

      


      (d) Additional
        Closings. For the additional investments set forth in section 1(a)(i) and
        1(a)(ii) above, the closings therefore shall be in accordance with this section
        (c), however, upon written agreement of the Parties, the investment dates
        set
        forth above may be extended by up to 30 days to allow for the completion
        of the
        technical studies as contemplated herein. 

      


      2.
         
        Representations, Warranties, Covenants and Agreements of the
        Purchaser.
        In
        order to induce the Company to execute and deliver this Subscription Agreement
        and to issue and sell the Shares to the Purchaser, the Purchaser represents
        and
        warrants to, and covenants and agrees with, the Company as follows:


      


      (a)
         The
        Purchaser acknowledges that the offer, issuance and sale to it of the Shares
        is
        intended by the Company to be exempt from the registration requirements of
        the
        Securities Act of 1933, as amended (the “Act”), and as such the Shares have not
        been registered with the Securities and Exchange Commission (the “Commission”).


      


      (b)
         The
        Purchaser represents and warrants to the Company that the Purchaser has had
        the
        opportunity to ask questions of, and to receive answers from the officers
        and
        employees of the Company concerning the Company and its business, affairs
        and
        operations, and the transactions contemplated by this Subscription Agreement.
        The Purchaser acknowledges that the Company's officers and employees have
        answered all inquiries made on behalf of the Purchaser in connection herewith
        to
        the satisfaction of the person or persons making such inquiry. 

      


      (c)
         The
        Purchaser represents and warrants to the Company that the Purchaser has such
        knowledge and experience in financial and business matters that it is capable
        of
        understanding the information provided to it by the Company and of evaluating
        the merits and risks of its investment in the Shares.

      


      (d)
         The
        Purchaser represents and warrants to the Company that the Shares are not
        being
        acquired by the Purchaser with a view to, or for resale in connection with,
        any
“distribution” within the meaning of the Act. 

      


      (e)
         The
        Purchaser acknowledges that the Shares have not been registered under the
        Act.
        The Purchaser acknowledges and agrees that, as such, the Shares cannot be
        sold,
        assigned, transferred, conveyed, pledged or otherwise disposed of unless
        they
        are registered under the Act or an exemption from such registration is
        available. The Purchaser acknowledges that an opinion of legal counsel to
        the
        Company is required in connection with any sale, assignment, transfer,
        conveyance, pledge or other disposition of the Shares and that no such opinion
        will be given by such legal counsel unless and until such counsel receives
        satisfactory evidence that the sale, assignment, transfer, conveyance, pledge
        or
        other disposition of the Shares complies with applicable law (the effective
        Registration Statement referred to in Section 4 hereof shall be satisfactory
        evidence for such purposes). 


      
        
           

        

        
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      (f)
         The
        Purchaser acknowledges that any and all certificates representing the Shares
        or
        the Warrants will bear the following legend: 

      


      THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE ACT”), OR ANY STATE SECURITIES ACT.
        RATHER, THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT
        TO
        AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE ACT. THE SHARES REPRESENTED
        BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED
        OR
        OTHERWISE DISPOSED OF UNLESS THEY ARE REGISTERED UNDER THE ACT OR AN EXEMPTION
        THEREFROM IS AVAILABLE IN THE OPINION OF COUNSEL TO THE ISSUER. 

      


      (g)
         The
        Purchaser represents and warrants to the Company that (i) it has full power
        and
        authority to execute and deliver this Subscription Agreement, (ii) this
        Subscription Agreement has been duly and validly executed and delivered by
        the
        Purchaser and constitutes the legal, valid and binding obligation of the
        Purchaser and (iii) this Subscription Agreement is enforceable against the
        Purchaser in accordance with its terms. 

      


      (h) The
        Purchaser acknowledges that the Company has offered and may offer to sell
        its
        securities to other purchasers on terms different herefrom, and that the
        Purchaser has specifically negotiated the terms of this transaction with
        the
        Company.

      


      3. Representations,
        Warranties, Covenants and Agreements of the Company.
        In order
        to induce the Purchaser to execute and deliver this Subscription Agreement
        and
        to issue and purchase the Shares and the Warrants from the Company, the Company
        represents and warrants to, and covenants and agrees with, the Purchaser
        as
        follows:

      


      (a)
         The
        Company represents and warrants to the Purchaser that (i) it has full power
        and
        authority to execute and deliver this Subscription Agreement, (ii) this
        Subscription Agreement has been duly and validly executed and delivered by
        the
        Company and constitutes the legal, valid and binding obligation of the Company
        and (iii) this Subscription Agreement is enforceable against the Company
        in
        accordance with its terms. 

      


      (b)
         The
        Shares, when issued, will be fully paid, validly issued and non-assessable
        and
        the Shares and Warrants will be delivered to Purchaser hereunder free and
        clear
        of all liens, claims and encumbrances whatsoever. All of the outstanding
        Common
        Stock Purchase Warrants of the Company have terms not exceeding two
        years.


      
        
           

        

        
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      (c)
         Promptly
        after the Closing Date, the Company will complete the preparation
        of its audited financial statements for the year ended December 31, 2007
        and
file
        its
        Form 10-K for the year ended December 31, 2007, and Forms 10-Q for the quarterly
        periods through June 30, 2008
        with the
        Commission (such events being referred to herein as the “Pre-Registration
        Conditions”).

      


      (d)
         On
        or
        before October 15, 2008, the Company shall provide to Purchaser a study
        regarding the integration of Purchaser’s “Appliqué” on the Company’s airship
        platform. Such study, and all of the rights thereto, shall be owned by
        Purchaser. 

      


      (e)
         If
        and to
        the extent that Purchaser makes any additional investment as referred to
        in
        Section 1(a) hereof, the Company shall use the proceeds therefrom solely
        for
        purposes of any additional study relating to the modification of the Company’s
        Airships for purposes of enabling the Company to install and carry an Appliqué
thereon.

      


      4. Registration
        Covenant. 

      


      (a)
         The
        Company agrees that, as soon as possible after the Pre-Registration Conditions
        have been satisfied, it will file a registration statement (the “Registration
        Statement”) with the Commission covering the Shares and the shares underlying
        the Warrants (collectively, the “Registered Securities”). The Purchaser shall
        provide the Company with such information concerning the Purchaser as the
        Company may reasonably request in connection with the Registration Statement,
        including any specific information requested by the Commission.

      


      (b)
         The
        Company shall bear the entire cost and expense of the preparation and filing
        of
        the Registration Statement pursuant to this Section 4, and all costs and
        expenses incurred in connection with maintaining the effectiveness of such
        Registration Statement. Purchaser shall, however, bear the fees of its counsel
        and any transfer taxes or underwriting discounts or commissions applicable
        to
        the sale of the Registered Securities pursuant thereto.

      


      (c) The
        Company will use its best efforts to cause the Registration Statement to
        become
        effective as promptly as possible and, if any stop order shall be issued
        by the
        Commission in connection therewith, to use its best efforts to obtain the
        removal of such order. 

      


      (d) While
        any
        Registration Statement covering the Registered Securities is effective, the
        Company will take all necessary action which may be required in qualifying
        or
        registering the Registered Securities for offering and sale under the Blue
        Sky
        laws of such number of states as are reasonably requested by the Purchaser,
        provided
        that the
        Company shall not be obligated to qualify as a foreign corporation to do
        business under the laws of any such jurisdiction.


      
        
           

        

        
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      (e) The
        Company shall be required to maintain the effectiveness of the Registration
        Statement until the earlier of (i) the public sale of all of the Registered
        Securities registered thereunder, or (ii) the expiration of two years from
        the
        date such Registration Statement has been declared effective by the Commission.
        Following the effective date of the Registration Statement, the Company shall,
        upon Purchaser’s request, supply Purchaser with such number of prospectuses
        meeting the requirements of the Act as shall be reasonably requested by
        Purchaser to permit Purchaser to make a public distribution of the Registered
        Securities.

      


      (f) The
        Company agrees that until all Registered Securities have been sold pursuant
        to
        the Registration Statement or pursuant to Rule 144 under the Act, it will
        keep
        current in filing all reports and materials required to be filed with the
        Commission in order to permit the Purchaser to sell the Registered Securities
        under Rule 144.

      


      (g)
         The
        Company shall indemnify and hold Purchaser harmless from and against all
        losses,
        claims, damages and liabilities caused by any untrue statement or alleged
        untrue
        statement of a material fact contained in the Registration Statement or any
        prospectus included therein or any application or other filing under any
        State
        securities law (or by any omission or alleged omission to state therein a
        material fact required to be stated therein or necessary to make the statements
        therein not misleading).

      


      5. Survival.
        The
        Purchaser and the Company acknowledge and agree that all of their
        representations, warranties, covenants and agreements contained herein shall
        survive the Closing Date. 

       

      6.
         Governing
        Law. This
        Subscription Agreement shall be governed by, and shall be construed and
        interpreted in accordance with the laws of the State of Florida, without
        giving
        effect to the principles of conflicts of law thereof. 

      


      7.
         Notices.
        Any and
        all notices and other communications given pursuant to this Subscription
        Agreement shall be in writing and shall be deemed to have been duly given
        when
        delivered by hand, receipt acknowledged, or when delivered by registered
        or
        certified mail, postage prepaid, return receipt requested, to the Company
        and to
        the Purchaser at their respective addresses set forth beneath their signatures
        below. 

      


      8. 
        Entire Agreement. This
        Subscription Agreement, together with the exhibits attached hereto, constitutes
        the entire agreement between the parties with respect to the subject matter
        hereof and supersedes all prior agreements, understandings, negotiations
        and
        arrangements, both oral and written, between the parties with respect to
        such
        subject matter. This Subscription Agreement may not be amended or modified
        in
        any manner, except by a written instrument executed by each of the parties
        hereto. 

      


      9. Benefits:
        Binding Effect.
        This
        Subscription Agreement shall be for the benefit of, and shall be binding
        upon,
        the parties hereto and their respective successors and permitted assigns.
        Neither this Subscription Agreement nor any of the rights or obligations
        of the
        parties hereto shall be assigned in the absence of the written consent of
        the
        non-assigning party. 


      
        
           

        

        
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      10.
         Jurisdiction
        and Venue. Any
        claim
        arising out of, connected with, or in any way related to this Subscription
        Agreement which results in litigation shall be instituted and adjudicated
        either
        in the Federal District Court for the Southern District of Florida or in
        the
        State Court for Broward County, Florida, in the event that any such litigation
        is instituted by the Company or in the Federal District Court for the Southern
        District of New York or the New York State Supreme Court, New York County,
        New
        York in the event of any litigation instituted by Purchaser hereunder, and
        each
        of the parties to this Subscription Agreement consent to the personal
        jurisdiction of and venue of such courts. In no event shall either party
        to this
        Subscription Agreement contest the personal jurisdiction of such courts over
        or
        the venue of such courts with respect to any such litigation. In
        the
        event of any such litigation, the party prevailing therein shall be reimbursed
        by the non-prevailing party for all costs and expenses (including legal fees)
        incurred by the prevailing party in connection therewith.

      


      11.
         Gender. In
        this
        Subscription Agreement, any reference to the masculine gender shall mean
        and
        include the feminine gender. 

      


      12.
         Headings.
        The
        headings contained in this Subscription Agreement are for reference purposes
        only and shall not affect in any way the meaning or interpretation of any
        or all
        of the provisions hereof. 

      


      13. Counterparts.
        This
        Subscription Agreement may be executed in any number of counterparts and
        by each
        of the parties hereto in separate counterparts, each of which shall be deemed
        to
        constitute an original and all of which shall be deemed to constitute the
        one
        and the same instrument. This Subscription Agreement may
        be
        executed by facsimile transmission, which transmission will be deemed to
        be an
        original and considered fully legal and binding on all of the signatories
        hereto.

      


      14. Absence
        of Official Evaluation.
        Purchaser
        understands that no federal or state agency has made any finding or
        determination as to the fairness of the terms of an investment in the Company,
        nor any recommendation for or endorsement of the Shares offered
        hereby.

       

      15. Additional
        Financing.
        Purchaser further acknowledges that nothing hereunder shall preclude the
        Company
        from seeking and/or procuring additional equity and/or debt
        financing.

       

      16. Nonreliance.
        Purchaser is not relying on the Company or any representation contained herein
        or in the documents referred to herein with respect to the tax and economic
        effect of Purchaser's investment in the Company.

      


      17. No
        General Solicitation.
        Purchaser is not subscribing for the Shares because of or following any
        advertisement, article, notice or other communication published in any
        newspaper, magazine or similar media or broadcast over television or radio,
        or
        presented at any seminar or meeting, or any solicitation or a subscription
        by a
        person other than an authorized representative of the Company.


      
        
           

        

        
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      18. Regulation
        D Offering.
        The
        offer and issuance of the Shares and Warrants to the Purchaser is being made
        pursuant to the exemption from the registration provisions of the 1933 Act
        afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506
        of
        Regulation D promulgated thereunder. The Company will provide, at the Company's
        expense, such legal opinions in the future as are reasonably necessary for
        the
        issuance and resale of the Shares and the shares issued upon exercise of
        the
        Warrants.

      


      IN
        WITNESS WHEREOF, the Purchaser and the Company have executed and delivered
        this
        Subscription Agreement as of September 17, 2008. 

      


      
        	
                GLOBAL
                  TELESAT CORP.

              
	 
	
                By:      
                  /s/ David Phipps

              
	
                Name:
                  David Phipps, President

              
	
                Address:         
                  51 Lyon Ridge Rd.

              
	
                                        Katonah,
                  NY 10536

              


      

      


      
        	
                GLOBETEL
                  COMMUNICATIONS CORP.

              
	 
	
                By:
                  /s/ Jonathan Leinwand

              
	
                Name:
                  Jonathan Leinwand, CEO

              
	
                Address:
                  101 NE 3rd Avenue, Suite 1500

              
	
                                Ft.
                  Lauderdale, FL 33301

              


      


      
        
           

        

        
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      EXHIBIT
        A

      


      FORM
        OF CLASS A WARRANT


      
        
           

        

        
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      EXHIBIT
        B

      


      FORM
        OF CLASS B WARRANT


      
        
           

        

        
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