EXHIBIT 10.15

THIS NOTE AND THE STOCK INTO WHICH IT IS  CONVERTIBLE  HAVE NOT BEEN  REGISTERED
UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  OF THE UNITED STATES OF AMERICA
(THE "ACT") OR THE  SECURITIES  LAWS OF ANY STATE OF THE UNITED  STATES  ("STATE
ACT").  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE SALE OF DISTRIBUTION THEREOF, AND MAY NOT BE OFFERED, SOLD,
PLEDGED,   HYPOTHECATED,   OR  OTHERWISE  TRANSFERRED  FOR  VALUE,  DIRECTLY  OR
INDIRECTLY,  IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
AND  COMPLIANCE  WITH  APPLICABLE  STATE ACTS, OR PURSUANT TO AN EXAMPTION  FROM
REGISTRAITON  UNDER THE ACT AND UNDER APPLICABLE STATE ACTS, THE AVAILABILITY OF
WHICH  ARE  ESTABLISHED  BY  MEANS  OF AN  OPINION  TO SUCH  EFFECT  IN FORM AND
SUBSTANCE SATISFACTORY TO THE COMPANY AND RENDERED BY LEGAL COUNSEL SATISFACTORY
TO THE COMPANY.

                            GLOBAL IT HOLDINGS, INC.
                    SERIES A 6.5% CONVERTIBLE PROMISSORY NOTE

$500,000.00                                                   NEW YORK, NEW YORK
                                                                 AUGUST 25, 2004

1.    Promise to Pay.  FOR VALUE  RECEIVED,  GLOBAL IT  HOLDINGS,  INC, a Nevada
      corporation (the "Company") promises to pay, in lawful money of the United
      States of America,  to the order of Advantage Capital Development Corp. or
      assignee (the  "Holder"),  at Aventura,  Florida or at such other place as
      Holder shall from time to time direct, on or before December 31, 2004, the
      principal   amount  of  Five  Hundred   Thousand   Dollars  and  no  cents
      ($500,000.00)  plus interest on the unpaid principal  balance thereof at a
      rate of Six and  one-half  percent  (6.5%)  per year from the date  hereof
      until paid in full.  Interest  on this note shall be computed on a 365/365
      simple  interest  basis,  that is, by  applying  the  ratio of the  annual
      interest  rate  by the  number  of  days in the  year  times,  outstanding
      principal  balance  times the  actual  number  of days that the  principal
      balance  is  outstanding.  This Note shall be  payable  interest-only,  in
      arrears,  on the last day of each  calendar  months,  commencing  upon the
      first such date  subsequent to the date of execution  hereof,  and due and
      payable in full, principal and interest,  twenty-four months from the date
      hereof.  At the option of the Holder,  the interest payable may be paid in
      cash or convertible into common stock in accordance with Section 3, herein
      provided,  however,  that in no event  shall  the  Holder be  entitled  to
      convert this Debenture for a number of shares of Common Stock in excess of
      that number of shares of Common  Stock which,  upon giving  effect to such
      conversion,  would cause the  aggregate  number of shares of Common  Stock
      beneficially owned by the Holder and its affiliates to exceed 4.99% of the
      outstanding  shares of the Common Stock  following  such  conversion.  All
      payments shall be applied first to accrued,  unpaid interest,  next to any
      collection costs, and the remainder against principal.  The Company at its
      option shall have the right to redeem the Note as set forth below.

2.    Default.  The  Company  shall  be in  default  under  this  Note  upon the
      occurrence of any of the following events:

      2.1   The Company fails to timely perform any of its obligations under, or
            otherwise breaches any covenants or warranties of this Note;

      2.2   Any  statement,  representation,  or warranty made by the Company or
            its agents to Holder  shall  prove to have been false or  materially
            misleading when made; and/or,

      2.3   The  Company  shall  become   insolvent,   or  unable  to  meet  its
            obligations  as they become due, or shall file or have filed against
            it, voluntarily or involuntarily, a petition under the United States
            Bankruptcy  Code or shall  procure  or suffer the  appointment  of a
            receiver for any  substantial  portion of its  properties,  or shall
            make an assignment  for benefit of creditors,  or shall  initiate or
            have initiated against it,  voluntarily or  involuntarily,  any act,
            process, or proceedings under any insolvency law or other statute or
            law providing for the  modifications  or adjustment of the rights of
            creditors.


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      UPON ANY EVENT OF DEFAULT,  HOLDER MAY DECLARE THE ENTIRE UNPAID PRINCIPAL
      BALANCE OF THIS NOTE AND ALL  ACCRUED  UNPAID  INTEREST  IMMEDIATELY  DUE,
      WITHOUT NOTICE,  AND THE COMPANY AGREES TO PAY SUCH AMOUNT  IMMEDIATELY IN
      SUCH  EVENT.  IN THE EVENT OF DEFAULT,  THE  COMPANY  AGREES TO PAY ALL OF
      HOLDER'S  COSTS OF  COLLECTION,  INCLUDING  ATTORNEY'S  FEES;  THIS  SHALL
      INCLUDE  LEGAL  EXPENSES  FOR THE  BANKRUPTCY  PROCEEDINGS  OR  INSOLVENCY
      PROCEEDINGS  (INCLUDING  EFFORTS TO MODIFY OR VACATE ANY AUTOMATIC STAY OR
      INJUNCTION),  COURT COSTS, APPEALS,  POST-JUDGMENT COLLECTION EXPENSES AND
      ANY OTHER AMOUNT  PROVIDED BY LAW. THE PARTIES INTEND THIS PROVISION TO BE
      GIVEN  THE  MOST  LIBERAL  CONSTRUCTION  POSSIBLE  AND  TO  APPLY  TO  ANY
      CIRCUMSTANCES IN WHICH SUCH PARTY REASONABLY INCURS EXPENSES.  NO DELAY OR
      OMISSION  ON THE PART OF ANY  HOLDER  HEREOF  IN  EXERCISING  ANY RIGHT OR
      OPTION HEREIN GIVEN TO SUCH HOLDER SHALL IMPAIR SUCH RIGHT OR OPTION OR BE
      CONSIDERED AS A WAIVER THEREOF OR ACQUIESCENCE  IN ANY DEFAULT  HEREUNDER.
      THE  COMPANY   HEREBY  WAIVES  ANY  APPLICABLE   STATUE  OF   LIMITATIONS,
      PRESENTMENT, DEMAND FOR PAYMENT, PROTEST AND NOTICE OF DISHONOR.

3     Conversion.  The Holder  shall  have  conversion  rights as  follows  (the
      "Conversion Rights"):

      3.1   Right To  Convert.  Subject to  subsection  3.3,  this Note shall be
            convertible,  in whole or in part,  at the option of the Holder,  at
            any time after the date of issuance  of this Note,  and from time to
            time thereafter,  at the office of the Company,  into such number of
            fully paid and non-assessable  shares of Common Stock of the Company
            as is determined as follows:

            The  Conversion  Price per share shall be equal to the lesser of (1)
            the  average of the lowest of three day  trading  prices  during the
            five  trading  days   immediately   prior  to  the  Conversion  Date
            multiplied  by .80,  or (2) the  average  of the lowest of three day
            trading prices during the five trading days immediately prior to the
            funding date(s).

      3.2   Mechanics of Conversion.  Before Holder shall be entitled to convert
            this Note,  in whole or in part,  into  shares of Common  Stock,  he
            shall  surrender  this Note at the office of the Company,  and shall
            give  written  notice in  person,  or by  facsimile,  mail,  postage
            prepaid,  to the  Company  at its  principal  corporate  office,  of
            Holder's  election to convert  the Note and shall state  therein the
            portion of the principal  amount of the Note to be converted and the
            name or names in which the certificate or certificates for shares of
            Common  Stock are to be issued,  the  address of such  persons to be
            used  for  record   purposes,   and  the  address(s)  to  which  the
            certificate(s)  should be  delivered  if  different  from the record
            address.  Such notice shall be on the form  attached to this Note as
            Exhibit `A'. The Company  shall as soon as  practicable  thereafter,
            issue and  deliver  to Holder,  or to the  nominee  or  nominees  of
            Holder,  a certificate or  certificates  for the number of shares of
            Common Stock to which Holder shall be entitled as aforesaid  and, if
            less than the full principal amount of the note is converted,  a new
            Note representing the uncoverted balance which remains  outstanding.
            Any interest accrued but unpaid on the converted portion of the Note
            shall be paid upon  conversion;  any interest  accrued but unpaid on
            the  non-converted  portion  of the Note shall be paid in due course
            under the replacement  Note. Such conversion shall be deemed to have
            been made immediately  prior to the close of business on the date of
            such  surrender  of the  Note to be  converted,  and the  person  or
            persons entitled to receive the shares of Common Stock issuable upon
            such  conversion  shall be treated  for all  purposes  as the record
            holder or holders of such shares of Common Stock as of such date.

      3.3   No Impairment. The Company will not, by amendment of its Articles of
            Incorporation  or  through  any  reorganization,   recapitalization,
            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  to be
            observed or  performed  hereunder  by the  Company,  but will at all
            times in good faith assist in the carrying out of all the provisions
            of this  Section 3 and in the  taking  of all such  action as may be
            necessary or appropriate  in order to protect the Conversion  Rights
            of the Holder against impairment


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<PAGE>

      3.4   No  Fractional   Shares  and  Certificates  as  to  Conversion.   No
            fractional  shares shall be issued upon  conversion of the Note, and
            the number of shares of Common  Stock to be issued  shall be rounded
            to the nearest whole share.

      3.5   Notices of Record Date. In the event of any taking by the Company of
            a record of the holders of any class of  securities  for the purpose
            of determining  the holders  thereof who are entitled to receive any
            dividend or other distribution, any right to subscribe for, purchase
            or  otherwise  acquire any shares of stock of any class or any other
            securities or property,  or to receive any other right,  the Company
            shall mail to Holder,  at least 20 days prior to the date  specified
            therein, a notice specifying the date on which any such record is to
            be taken for the purpose of such dividend,  distribution,  or right,
            and the amount and  character  of such  dividend,  distribution,  or
            right.  In the case of rights to acquire  any shares of stock or any
            other class of securities or property, Company shall grant to Holder
            the same  rights as if the  Holder had  converted  his Note upon the
            Record Date.

      3.6   Reservation of Stock Issuable Upon Conversion.  The Company shall at
            all times  reserve  and keep  available  out of its  authorized  but
            unissued  shares of Common Stock solely for the purpose of effecting
            the conversion of the Notes such number of shares of Common Stock as
            shall from time to time be  sufficient  to effect the  conversion of
            all outstanding  Notes;  and if at any time the number of authorized
            but  unissued  shares of Common  Stock  shall not be  sufficient  to
            effect the conversion of all then-outstanding  Notes, in addition to
            such other remedies as shall be available to the Holder, the Company
            will  take  such  corporate  action as may,  in the  opinion  of its
            counsel, be necessary to increase its authorized but unissued shares
            of Common Stock to such number of shares as shall be sufficient  for
            such purposes.

      3.7   Notices.  Any notice required by the provisions of this Section 3 to
            be given to the Holder  shall be deemed  given if  deposited  in the
            United States mail,  postage  prepaid and certified,  return receipt
            requested and addressed to Holder of record at his address appearing
            on the books of the Company.

4     Redemption. The Company at its option shall have the right ot redeem, with
      three (3) business days advance written notice (the "Redemption  Notice"),
      a portion or all outstanding  convertible debenture.  The redemption price
      shall be one hundred  twenty  percent  (120%) of the amount  redeemed plus
      accrued interest.

5     Assignment. Subject to the restrictions on transfer herein, the Holder may
      transfer  this  Note  in  whole  or in  part,  in  the  event  of  partial
      transfer(s),  the  Company  will  exchange  this  Note  for new  Notes  as
      instructed by the Holder equal to the total of this Note,  by  endorsement
      (by the Holder of this Note  executing the form of assignment  attached to
      this  Note  as  Exhibit  `B')  and  delivery  in the  same  manner  as any
      negotiable instrument transferable by endorsement and delivery. Until this
      Note is  transferred  on the  Company  books,  the  Company  may treat the
      registered  Holder of this Note as the absolute owner of this Note for all
      purposes,  despite any notice to the contrary.  The Company's  obligations
      hereunder may not be  transferred  without  prior  written  consent of the
      Holder; any attempt to transfer without consent shall be void ab initio.

6     Restrictions  on  Transfer.  This  Note  and the  stock  into  which it is
      convertible  have not been registered under the Securities act of 1933, as
      amended,  of the United  States of America  (the "Act") or the  securities
      laws of any sate of the United  States  ("State  Act").  This Note and the
      stock into which it is  convertible  have been acquired for investment and
      not with a view  to,  or in  connection  with,  the  sale or  distribution
      thereof, and may not be offered, sold, pledged, hypothecated. Or otherwise
      transferred  for  value  directly  or  indirectly,  in the  absence  of an
      effective  registration  statement  under  the  Act  and  compliance  with
      applicable State Acts, or pursuant to an exemption from registration under
      the Act and under  applicable  State Acts, the  availability  of which are
      established  by means of an opinion to such effect.  In form and substance
      satisfactory to the Company and rendered by legal counsel  satisfactory to
      the Company. The certificates representing the shares into which this Note
      is convertible shall bear the foregoing legend.

7     Registration  of  Underlying  Stock & Penalties.  The Company  agrees that
      within  ninety  days of the date of this Note,  the  Company  shall file a
      registration statement with the Securities and Exchange Commission on form
      SB-2 or other  applicable  form to register  250% of the then shares to be
      issued upon  conversion of the Notes.  The  registrations  statement shall
      call for, amongst other items more fully described therein, the Company to
      use  its  best  efforts  to  have  such  registration  statement  declared
      effective  at  the  earliest   possible  time.  Should  such  registration
      statement not be deemed  effective within one hundred and eighty days from
      the date of the date of the funding of the Note,  the Company  shall pay a
      penalty to the Holder in an amount  equal to 2% of the  principal  balance
      and any and all accrued  interest then  outstanding  per month or any part
      thereof,  until  such  time  as the  registration  statement  is  declared
      effective.  Company agrees to keep such registration  statement  effective
      until the  maturity of the Note.  Should there come a time when the number
      of shares that have been  registered is less than 200% of the total number
      of shares to be issued upon  conversion,  the Company  agrees that it will
      amend  such  registration  statement  such that a  minimum  of 200% of the
      shares to be issued upon conversion are on such registration statement.


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<PAGE>

8     Replacement. On receipt of evidence reasonably satisfactory to the Company
      of the loss,  theft,  destruction  or  mutilation of this Note and, in the
      event of such  occurrence,  on delivery of an indemnity  agreement or bond
      reasonably  satisfactory in form and amount to the Company or, in the case
      of mutilation,  on surrender and cancellation of this Note, the Company at
      its expense will execute and deliver,  in lieu of this Note, a new Note of
      like tenor.  On  surrender  of this Note for  exchange  and subject to the
      provisions  of this  Note on  compliance  with  the  Securities  Act,  the
      Company,  at its  expense  will  issue to or on the order of the Holder of
      this Note a new Note or Notes of like tenor, in the name of that Holder or
      as that Holder (on payment by the Holder of any applicable transfer taxes)
      may direct, in the same total principal amount as this Note.

9     Appointment of Agent.  The Company may, on written notice to the Holder of
      this Note,  appoint an agent for the  purposes of issuing  Common Stock or
      other  securities  on the  conversion  of this  Note and of  replacing  or
      exchanging this Note; and after that appointment occurs any such issuance,
      replacement, or exchange shall be made at that office by that agent.

10    Miscellaneous.

      10.1  Amendment.  No supplement,  modification,  or amendment of this Note
            shall be binding  unless  executed  in  writing  by all the  parties
            hereto.

      10.2  Waiver.  No waiver of any of the  provisions  of this Note  shall be
            deemed,  or shall  constitute,  a  waiver  of any  other  provision,
            whether or not similar, nor shall any waiver constitute a continuing
            waiver. No waiver shall be binding unless executed in writing by the
            party making the waiver.  Neither the  acceptance  of any partial or
            delinquent  payment  by the  Holder  nor  the  Holder's  failure  to
            exercise  any of its rights or  remedies  on default by the  Company
            shall  be a waiver  by the  Holder  of any  default  or the  Company
            obligations  under this Note, or a waiver of any subsequent  default
            by the Company.

      10.3  Timeliness.  Time is of the essence of this Note and each and all of
            its provisions.

      10.4  Notices. Notices given under this Note shall be in writing and shall
            be delivered  personally,  by  messenger,  by certified  U.S.  mail,
            return receipt requested,  or by a common overnight carrier delivery
            service.  Notices  shall be deemed  received  upon  receipt of same.
            Notices to the Company  shall be addressed to 2999 NE 191st  Street,
            Penthouse 2, Aventura, Florida 33180. Notices to the Holder shall be
            directed  to  Holder  at  the  Holder's  address  of  record  on the
            Company's books. A party may change its address for notice by giving
            written notice to the other party in accordance with this Section.

      10.5  Governing Law and Venue.  This Note shall be construed in accordance
            with,  and governed  by, the laws of the State of New York,  and any
            action or proceeding, including arbitration, brought by any party in
            which this Note is a subject shall be brought in New York.

      10.6  Effect of  Headings.  The  headings of the sections of this Note are
            included for purposes of convenience  only, and shall not affect the
            construction or interpretation of any of its provisions.


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<PAGE>

      10.7  Invalidity.  Any  provision of this Note which is invalid,  void, or
            illegal, shall not affect, impair, or invalidate any other provision
            of this Note, and such other provisions of this Note shall remain in
            full force and effect.

      10.8  Professional  Fees and  Costs.  If any  legal or  equitable  action,
            arbitration,  or  other  proceeding,  whether  on the  merits  or on
            motion,  are  brought or  undertaken,  or an attorney is retained to
            enforce  this  Note,  or  because  of an  alleged  dispute,  breach,
            default,  or   misrepresentation  in  connection  with  any  of  the
            provisions of this Note, then the successful or prevailing  party or
            parties in such  undertaking  (or the party that would prevail if an
            action  were  brought)  shall  be  entitled  to  recover  reasonable
            attorney's fees and other professional fees and other costs incurred
            in such action, proceeding or discussions,  in addition to any other
            relief to which such party would be  entitled.  The  parties  intend
            this provision be given the most liberal  construction  possible and
            to apply to any  circumstances in which such party reasonably incurs
            expenses.


                                                Global IT Holdings, Inc.


                                                By:
                                                   -----------------------------
                                                   Name:
                                                   Title:


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<PAGE>

                                   EXHIBIT `A'

                                CONVERSION NOTICE


TO:   Global IT Holdings, Inc.
      535 5th Avenue, Suite 1004
      New York, NY 10017
      Attn:  Corporate Secretary

            The undersigned owner of this 6.5% Convertible Note due December 31,
2004 (the "Note")  issued by Global IT Holdings,  Inc.  (the  "Company")  hereby
irrevocably  exercises its option to convert $__________ Principal Amount of the
Note into shares of Common Stock in accordance  with the terms of the Note.  The
undersigned  hereby  instructs  the  Company to convert  the portion of the Note
specified above into ______________  shares of Common Stock Issued at Conversion
in accordance  with the provisions of Article 3 of the Note.  Attached hereto is
the undersigned's  calculation for the Conversion Price. The undersigned directs
that the Common Stock and  certificates  therefore  deliverable upon conversion,
the Note reissued in the Principal  Amount not being  surrendered for conversion
hereby,  together  with any check in payment for  fractional  Common  Stock,  be
registered in the name of and/or delivered to the undersigned unless a different
name has been indicated below. All capitalized terms used and not defined herein
have the  respective  meanings  assigned  to them in the  Note.  The  conversion
pursuant  hereto  shall be  deemed to have  been  effected  at the date and time
specified  below,  and at such time the rights of the undersigned as a Holder of
the  Principal  Amount of the Note set forth above shall cease and the Person or
Persons in whose name or names the Common  Stock Issued at  Conversion  shall be
registered shall be deemed to have become the holder or holders of record of the
Common  Shares  represented  thereby and all voting and other rights  associated
with the beneficial ownership of such Common Shares shall at such time vest with
such Person or Persons.

Date and time:


                                                   _____________________________
                                                   Signature

      Fill in for registration of Note:

Please print name and address (including ZIP code number):

_____________________________
_____________________________
_____________________________


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