EXHIBIT 10.2

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: /s/   Lloyd Glick
                                                -----------------------------
                                                   Name:  Lloyd Glick
                                                   Title: President


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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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