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                                                      Exhibit 10.61


                    REVOLVING LINE OF CREDIT PROMISSORY NOTE
                    ----------------------------------------

1.       FUNDAMENTAL PROVISIONS
         ----------------------

         The following terms will be used as defined terms in this Note:

<TABLE>
<CAPTION>

         DATE OF THIS NOTE:                 April 12, 1999

         <S>                      <C>
         BORROWER:                JAMES KOLSRUD

         LENDER:                  STAR TELECOMMUNICATIONS, INC., a Delaware
                                  corporation

         PRINCIPAL AMOUNT:        One Hundred Thousand Dollars ($100,000.00)

         INTEREST RATE:           Eight percent (8%) per annum, or the maximum
                                  rate permitted by law, whichever is less
</TABLE>

2.       PROMISE TO PAY
         --------------

         For good and valuable consideration, Borrower promises to pay to
Lender, or order, the Principal Amount, or so much thereof as is advanced
(pursuant to the terms of this Note) and outstanding, with interest at the
Interest Rate from the dates of the respective advances by Lender, until paid,
in accordance with the terms contained herein. The unpaid balance of this
obligation at any time shall be the total amounts advanced hereunder less the
amount of payments made hereon by or for Maker, which balance may be endorsed
from time to time by Holder at EXHIBIT A hereto. Interest shall be computed on
the basis of a three hundred sixty (360) day year and the actual number of days
elapsed. Should any interest not be paid when due, it shall thereafter accrue
interest as principal.

3.       LIMITATIONS ON ADVANCES
         -----------------------

          Advances of the Principal Amount shall be made by Lender to Borrower
at any time and from time to time at the written request of Borrower ("Advance
Request"); provided, however, in no event shall the outstanding Principal Amount
exceed in the aggregate the amount of One Hundred Thousand Dollars
($100,000.00). Advances shall be paid to Borrower within ten (10) business days
following the receipt by Lender of the Advance Request. Notwithstanding the


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foregoing, no advances shall be made hereunder following the delivery by Lender
to Borrower of the Maturity Date Notice or a Default Notice.

4.       INTEREST
         --------

         Interest shall be payable monthly on or before the first (1st) day of
each calendar month during the term hereof, commencing on the first day of the
first full calendar month following the initial advance of the Principal Amount
made hereunder. The monthly payments of interest shall be based upon estimates
of the actual amounts of interest payable with respect to the outstanding
Principal Amount, as increased from time to time by the advances, and reduced
from time to time by the repayments, made in accordance herewith. Lender shall
deliver to Borrower on a quarterly basis a statement ("Interest Statement") of
the actual interest payable by Borrower under this Note for the preceding
calendar quarter. In the event that the aggregate amount of interest paid by
Borrower during a calendar quarter exceeds the actual amount of interest payable
for said calendar quarter, as specified in the Interest Statement, such excess
shall be applied to reduce the Principal Amount outstanding effective as of the
end of said calendar quarter. In the event that the aggregate amount of interest
paid by Borrower during a calendar quarter is less than the actual amount of
interest payable for said calendar quarter, as specified in the Interest
Statement, such deficiency shall be paid by Borrower, together with the next
monthly payment of interest due hereunder.

5.       MATURITY DATE
         -------------

         The Principal Amount (as advanced hereunder from time to time) and all
accrued and unpaid interest shall be due and payable on the date of the
expiration of the one (1) year period following the delivery by Lender to
Borrower of a written demand for payment of all outstanding indebtedness
hereunder, including all outstanding amounts of the Principal Amount and all
accrued and unpaid interest ("Maturity Date Notice").

6.       APPLICATION OF PAYMENTS
         -----------------------

         All payments shall be applied first to accrued interest, and then to
the Principal Amount.

7.       PLACE AND MANNER OF PAYMENT
         ---------------------------

         All payments shall be made to Lender at 223 East De La Guerra Street,
Santa Barbara, California 93101, or at such other place as Lender may from time
to time designate. All payments shall be made


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in lawful money of the United States. Checks will constitute payment only
when collected.

8.       PREPAYMENTS
         -----------

         The Principal Amount or any portion thereof may be prepaid at any time
and from time to time without penalty.

9.       EVENT OF DEFAULT
         ----------------

         At the option of Lender, it shall be an "Event of Default" hereunder if
(i) Borrower fails to pay when due any sum payable under this Note; (ii)
Borrower fails to perform any obligation or commits a breach of any agreement
set forth in this Note; (iii) any event of default by Borrower under any other
agreement between Borrower and Lender or any other promissory note or instrument
executed by Borrower in favor of Lender; or (iv) any of the following: (a) an
application by Borrower for, or his consent to, the appointment of a trustee,
receiver, or custodian of his assets is filed; (b) an order for relief with
respect to Borrower is filed in proceedings under the United States Bankruptcy
Code, as amended or superseded from time to time; (c) Borrower makes a general
assignment for the benefit of creditors; (d) an order, judgment, or decree by
any court of competent jurisdiction appointing a trustee, receiver, or custodian
of the assets of Borrower is entered, unless the proceedings and the person
appointed are dismissed within ninety (90) days; (e) Borrower fails generally to
pay his debts as the debts become due within the meaning of Section 303(h)(1) of
the United States Bankruptcy Code, as determined by the Bankruptcy Court; or (f)
Borrower admits in writing his inability to pay his debts as they become due.

10.       ACCELERATION
         ------------

         Upon the occurrence of an Event of Default, then, at the option of
Lender, the entire sum of the outstanding Principal Amount and all accrued and
unpaid interest shall become immediately due and payable within sixty (60) days
following the delivery to Borrower of written notice thereof ("Default Notice").

11.       ATTORNEYS' FEES
         ---------------

         If Lender refers this Note to an attorney to enforce, construe or
defend any provision hereof, or as a consequence of any Event of Default
hereunder, with or without the filing of any legal action or proceeding,
Borrower shall pay to Lender upon demand the amount of all attorneys' fees,
costs and other expenses incurred by Lender in connection therewith, together
with interest thereon from the date of demand at the Interest Rate. The
reference to "attorneys' fees" in this Paragraph shall include without
limitation such


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amounts as may then be charged by Lender for legal services furnished by
attorneys in the employ of Lender at rates not exceeding those that would be
charged by outside attorneys for comparable services.

12.       WAIVER OF DEFAULTS
         ------------------

         No delay or omission of Lender in exercising any right or power arising
in connection with any Event of Default shall be construed as a waiver or as an
acquiescence therein, nor shall any single or partial exercise thereof preclude
any further exercise thereof. Lender may, at its option, waive any of the
conditions herein and no such waiver shall be deemed to be a waiver of Lender's
rights hereunder, but rather shall be deemed to have been made in pursuance of
this Note and not in modification thereof. No waiver of any Event of Default
shall be construed to be a waiver of or acquiescence in or consent to any
preceding or subsequent Event of Default.

13.      WAIVER OF NOTICES
         -----------------

         Except as provided in this Note, Borrower, and all endorsers, all
guarantors and all persons liable or to become liable on this Note waive
presentment, protest, demand, notice of protest, dishonor or non-payment of this
Note, and any and all other notices or matters of a like nature, consent to any
and all renewals and extensions of the time of payment hereto, and agree further
that at any time and from time to time without notice, the terms of payment
hereof may be modified, or any security at any time securing this Note may be
released in whole or in part, or increased, changed or exchanged by agreement
between Lender and any owner of any collateral affected thereby, without in any
way affecting the liability of Maker under this Note, or any endorser, any
guarantor, or any person liable or to become liable with respect to any
indebtedness evidenced hereby.

14.      MISCELLANEOUS PROVISIONS
         ------------------------

         No provision of this Note may be amended, modified, supplemented,
changed, waived, discharged or terminated unless Lender consents thereto in
writing. In case any one or more of the provisions contained in this Note should
be held to be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby. This Note shall be binding upon
and inure to the benefit of Borrower, Lender, and their respective successors
and assigns. This Note is not assumable. Lender shall have the right to sell,
assign or otherwise transfer, either in part or in its entirety, this Note,
without Borrower's consent, with any such transferee being entitled


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to be treated in all favorable respects as a holder or holders in due course.
Time is of the essence of this Note and the performance of each of the
covenants and agreements contained herein. This Note shall be governed by and
construed in accordance with the laws of the State of California. If Borrower
consists of more than one person or entity, the obligations of Borrower shall
be the joint and several obligations of all such persons or entities, and any
married person who executes this Note agrees that recourse may be had against
his or her separate property for satisfaction of his or her obligations
hereunder.

         IN WITNESS WHEREOF, Borrower has executed this Note on the Date of this
Note.

                                 BORROWER:


                                 ---------------------------------------
                                 JAMES KOLSRUD

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