GLOBETEL COMMUNICATIONS CORP.
                           CERTIFICATE OF DESIGNATION
               OF SERIES D CONVERTIBLE REDEEMABLE PREFERRED STOCK

Pursuant to Section  151(g) (1) of the General  Corporation  Law of the State of
Delaware,  GlobeTel  Communications  Corp.. (the  "Corporation"),  a corporation
organized  and  existing  under  the  General  Corporation  Law of the  State of
Delaware, acting by its Chief Financial Officer, DOES HEREBY CERTIFY that:

1.   The name of the Corporation is GlobeTel  Communications Corp.  (hereinafter
called the "Corporation").

2.   The certificate of incorporation, as amended, of the Corporation authorizes
the issuance of 10,000,000 shares of Preferred Stock, $.001 par value. Shares of
Preferred  Stock  may be  issued  from  time to time in one or more  classes  or
series, each having such powers, attributes,  rights and preferences, if any, as
are  stated  or  expressed  in  the  certificate  of  incorporation  or  in  the
resolutions of the Board of Directors of the Corporation  designating such class
or series.

3.   The  Board of  Directors  of the  Corporation,  pursuant  to the  authority
expressly  vested in it as  aforesaid,  has  adopted the  following  resolutions
setting   forth  the  number,   powers,   preferences   and  other   rights  and
qualifications,  limitations, restrictions and other characteristics of Series D
Convertible Redeemable Preferred Stock,:

RESOLVED,   that  the  Board  of  Directors  hereby  fixes  and  determines  the
designation  of the  number of shares  and the  powers,  attributes,  rights and
preferences  relating to the Series D Convertible  Redeemable Preferred Stock as
follows:

     (a)  Designation.  The series of Preferred  Stock  created  hereby shall be
designated the Series D Convertible  Redeemable  Preferred  Stock (the "Series D
Preferred Stock").

     (b)  Authorized  Shares.  The number of shares of Series D Preferred  Stock
shall be 5,000 shares.

     (c)  Liquidation  Rights.  In the event of any liquidation,  dissolution or
winding up of the Corporation,  either  voluntary or involuntary,  after setting
apart or  paying  in full the  preferential  amounts  due to  holders  of senior
capital  stock,  if any,  the  holders  of Series D  Preferred  Stock and parity
capital stock, if any, shall be entitled to receive,  prior and in preference to
any distribution of any of the assets or surplus funds of the Corporation to the
holders of junior  capital  stock,  including  Common Stock,  an amount equal to
$10.00 per share. Neither the consolidation or merger of the Corporation nor the


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sale,  lease or transfer by the Corporation of all or a part of its assets shall
be deemed a  liquidation,  dissolution  or  winding  up of the  Corporation  for
purposes of this Section (c).

     (d)  Dividends.  The Series D  Preferred  Stock  shall not be  entitled  to
receive any dividends.

     (e)  Conversion  Rights.  For a period of two years after the First Closing
Date,  the Series D  Preferred  Stock  shall not be  convertible  into shares of
GlobeTel common stock.  Beginning on the second anniversary of the First Closing
Date and for a period of one year  thereafter,  the  Purchaser  may  convert (in
whole or part) its Series D Preferred  Stock into  GLOBETEL  common  stock.  The
Series D Preferred Stock shall be convertible in at least 1000 share increments,
each increment,  at the time of conversion,  will represent 2% of the issued and
outstanding  shares of GLOBETEL  common stock.  On the third  anniversary of the
First  Closing  Date,  all  shares  of  Series D  Preferred  Stock  owned by the
Purchaser will  automatically  be converted  into GLOBETEL  common stock (to the
extent  such  shares have not been  converted  into  common  stock prior to this
date).

          (i)  Conversion  Procedure.  The holder  shall  effect  conversion  by
     surrendering the certificate(s)  evidencing the Series D Preferred Stock to
     be converted to the Corporation,  together with a form of conversion notice
     satisfactory to the Corporation,  which shall be irrevocable. If the holder
     is  converting  less than all of the  shares of  Series D  Preferred  Stock
     represented by the certificate  tendered,  the  Corporation  shall promptly
     deliver to the holder a new  certificate  evidencing the Series D Preferred
     Stock  not  converted.  Not  later  than five (5)  trading  days  after the
     conversion  date, the Corporation will deliver to the holder, a certificate
     or certificates,  which shall be subject to restrictive legends and trading
     restrictions  required  by law,  evidencing  the number of shares of Common
     Stock being  acquired  upon the  conversion;  provided,  however,  that the
     Corporation  shall not be  obligated to issue such  certificates  until the
     certificates  evidencing the Series D Preferred  Stock are delivered to the
     Corporation.

          (ii) Adjustments on Reclassifications,  Consolidations and Mergers. In
     case of  reclassification  of the Common Stock, any consolidation or merger
     of the Corporation with or into another person, the sale or transfer of all
     or  substantially  all of the assets of the  Corporation  or any compulsory
     share  exchange  pursuant to which the Common Stock is converted into other
     securities,  cash or property, then each holder of Series D Preferred Stock
     then  outstanding  shall have the right thereafter to convert such Series D
     Preferred  Stock  only into the  shares of stock and other  securities  and
     property  receivable  upon or deemed to be held by holders of Common  Stock
     following such reclassification,  consolidation,  merger, sale, transfer or


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     share exchange, and the Holder shall be entitled upon such event to receive
     such amount of  securities  or  property as the shares of the Common  Stock
     into  which  such  Series D  Preferred  Stock  could  have  been  converted
     immediately prior to such  reclassification,  consolidation,  merger, sale,
     transfer or share exchange would have been entitled.  The terms of any such
     consolidation,  merger, sale, transfer or share exchange shall include such
     terms so as to  continue  to give the  Holder  the  right  to  receive  the
     securities  or  property  set  forth  in this  paragraph  (e)(ii)  upon any
     conversion  following such consolidation,  merger,  sale, transfer or share
     exchange.    This   provision   shall   similarly   apply   to   successive
     reclassifications,  consolidations,  mergers,  sales,  transfers  or  share
     exchanges.

          (iii)  Fractional  Shares;  Issuance  Expenses.  Upon a conversion  of
     Series D Preferred  Stock,  the Corporation  shall not be required to issue
     stock  certificates  evidencing  fractions of shares of Common  Stock,  but
     shall  issue that number of shares of Common  Stock  rounded to the nearest
     whole number.

          The  issuance of  certificates  evidencing  shares of Common  Stock on
     conversion of Series D Preferred  Stock shall be made without charge to the
     Holder for any  documentary  stamp or similar  taxes that may be payable in
     respect of the issue or delivery  of such  certificate,  provided  that the
     Corporation  shall not be  required  to pay any tax that may be  payable in
     respect of any  transfer  involved in the issuance and delivery of any such
     certificate  upon  conversion in a name other than that of the Holder,  and
     the Corporation shall not be required to issue or deliver such certificates
     unless or until the person or persons requesting the issuance thereof shall
     have  paid  to the  Corporation  the  amount  of  such  tax or  shall  have
     established to the  satisfaction of the Corporation  that such tax has been
     paid.

     (f)  Voting  Rights.  Provided  that  the  preferred  shares  have not been
converted,  the Holders of the Series D Preferred Stock, voting as a group, will
have voting rights equal to the current  conversion  share amount at the time of
the vote of GTEL's authorized shares of common stock for a period of three years
from the first closing date.

     (g)  Reservation of Shares of Common Stock.  The  Corporation  shall at all
times reserve and keep available out of its authorized and unissued Common Stock
solely for the purpose of issuance upon  conversion of Series D Preferred  Stock
as herein provided,  free from preemptive  rights or any other actual contingent
purchase  rights of persons other than the holders of Series D Preferred  Stock,
such number of shares of Common Stock as shall be issuable  upon the  conversion
of the  outstanding  Series D  Preferred  Stock.  If at any time the  number  of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all outstanding Series D Preferred Stock, the Corporation will


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take such corporate action necessary to increase its authorized shares of Common
Stock to such  number as shall be  sufficient  for such  purpose.  All shares of
Common Stock that shall be so issuable  shall,  upon issue,  be duly and validly
authorized, issued and fully paid and nonassessable.

     (h)  No Reissuance of Series D Preferred  Stock.  No shares of the Series D
Preferred Stock acquired by the  Corporation by reason of redemption,  purchase,
conversion  or  otherwise  shall  be  reissued,  and all  such  shares  shall be
cancelled,  retired and  eliminated  from the shares of capital  stock which the
Corporation shall be authorized to issue.

RESOLVED,  that the statements  contained in the foregoing  resolutions creating
and  designating  the Series D  Preferred  Stock and fixing the  number,  voting
powers,  preferences and relative,  participating,  optional,  and other special
rights   and  the   qualifications,   limitations,   restrictions,   and   other
distinguishing  characteristics thereof, upon the effective date of such series,
be deemed to be included in and be a part of the certificate of incorporation of
the  Corporation  pursuant  to the  provisions  of Section  151(b)(2)(g)  of the
General Corporation Law of the State of Delaware.

4.   No shares of the Series D Convertible  Redeemable Preferred Stock have been
issued.

IN WITNESS  WHEREOF,  the undersigned has executed this  Certificate on July 30,
2004.


/s/ Thomas Y. Jimenez
------------------------
Thomas Y. Jimenez
Chief Financial Officer