THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"),
OR APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES
ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE TRANSFERRED OR RESOLD IN THE
UNITED STATES, OR TO A U.S. PERSON, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A
U.S. PERSON (AS SUCH TERMS ARE DEFINED IN RULE 902 OF REGULATION S UNDER THE
1933 ACT) FOR A PERIOD OF ONE YEAR EXPIRING ON FEBRUARY 8, 2002, EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT OR UNLESS
REGISTERED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE
HOLDER PROVIDES THE COMPANY WITH AN OPINION FROM COUNSEL ACCEPTABLE TO THE
COMPANY STATING THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE AT THE TIME OF
SUCH TRANSFER. HEDGING TRANSACTIONS INVOLVING THIS NOTE OR THE COMMON SHARES
ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT.

                                CONVERTIBLE NOTE
                                ----------------

         FOR VALUE RECEIVED, ICOA, INC., a Nevada corporation (hereinafter
called "Borrower"), hereby promises to pay to KESHET L.P., Ragnall House, 18
Peel Road, Douglas, Isle of Man 1M1 4L2, United Kingdom, Fax No.:
011-972-36120639 (the "Holder") or order, without demand, the sum of $60,000.00,
with simple interest accruing at the annual rate of 9%, on February 8, 2004 (the
"Maturity Date").

                  The following terms shall apply to this Note:

                                    ARTICLE I

                           DEFAULT RELATED PROVISIONS

                  1.1 Payment Grace Period. The Borrower shall have a ten (10)
day grace period to pay any monetary amounts due and payable under this Note,
after which grace period a default interest rate of 15% per annum shall apply to
the amounts owed hereunder.

                  1.2 Conversion Privileges. The Conversion Privileges set forth
in Article II shall  remain in full force and effect  immediately  from the date
hereof and until the Note is paid in full.

                  1.3 Interest Rate. Subject to the Holder's right to convert,
interest payable on this Note shall accrue at the annual rate of nine percent
(9%) and be payable annually commencing one year from the date of this Note and
on the Maturity Date, accelerated or otherwise, when the principal and remaining
accrued but unpaid interest shall be due and payable.

                                   ARTICLE II

                                CONVERSION RIGHTS

                  The Holder shall have the right to convert the principal
amount and interest due under this Note into Shares of the Borrower's Common
Stock as set forth below.

<PAGE>

                  2.1.     Conversion into the Borrower's Common Stock.

                  (a) The Holder shall have the right from and after the
issuance of this Note and then at any time until this Note is fully paid, to
convert any outstanding and unpaid principal portion of this Note of $25,000 or
greater amount, or any lesser amount representing the full remaining outstanding
and unpaid principal portion and at the Holder's election, the unpaid interest
accrued on the Note, (the date of giving of such notice of conversion being a
"Conversion Date") into fully paid and non-assessable shares of common stock of
Borrower as such stock exists on the date of issuance of this Note, or any
shares of capital stock of Borrower into which such stock shall hereafter be
changed or reclassified (the "Common Stock") at the conversion price as defined
in Section 2.1(b) hereof (the "Conversion Price"), determined as provided
herein. Upon delivery to the Company of a Notice of Conversion as described in
Section 9 of the subscription agreement entered into between the Company and
Holder relating to this Note (the "Subscription Agreement") of the Holder's
written request for conversion, Borrower shall issue and deliver to the Holder
within five business days from the Conversion Date that number of shares of
Common Stock for the portion of the Note converted in accordance with the
foregoing. At the election of the Holder, the Company will deliver accrued but
unpaid interest on the converted portion of the Note through the Conversion Date
directly to the Holder on or before the Delivery Date as defined in the
Subscription Agreement. The number of shares of Common Stock to be issued upon
each conversion of this Note shall be determined by dividing that portion of the
principal on the Note (and any interest, if any) to be converted, by the
Conversion Price.

                  (b)  Subject to  adjustment  as  provided  in  Section  2.1(c)
hereof,  the Conversion Price per share shall be the lesser of: (i) eighty (80%)
percent of the  average of the three  lowest  closing  bid prices for the Common
Stock as  reported  on the  Principal  Market (as  defined  in the  Subscription
Agreement)  for the thirty (30) trading days prior to but not including the date
of this Note ("Maximum Base Price"), or (ii) seventy (70%) of the average of the
three lowest closing bid prices for the Common Stock on the Principal Market for
the sixty (60) trading days prior to the Conversion Date.

                  (c) The Conversion Price described in Section 2.1(b)(i) above
and number and kind of shares or other securities to be issued upon conversion
determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment
from time to time upon the happening of certain events while this conversion
right remains outstanding, as follows:

                           A.  Merger,  Sale of Assets,  etc. If the Borrower at
any  time  shall  consolidate  with or  merge  into or  sell  or  convey  all or
substantially  all its assets to any other  corporation,  this  Note,  as to the
unpaid principal portion thereof and accrued interest thereon,  shall thereafter
be deemed to evidence  the right to  purchase  such number and kind of shares or
other  securities and property as would have been issuable or  distributable  on
account of such consolidation,  merger, sale or conveyance, upon or with respect
to the securities  subject to the conversion or purchase right immediately prior
to such consolidation, merger, sale or conveyance. The foregoing provision shall
similarly  apply to  successive  transactions  of a  similar  nature by any such
successor or purchaser.  Without  limiting the generality of the foregoing,  the
anti-dilution  provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.

                           B. Reclassification, etc. If the Borrower at any time
shall, by reclassification  or otherwise,  change the Common Stock into the same
or a different  number of securities  of any class or classes,  this Note, as to
the unpaid  principal  portion  thereof  and  accrued  interest  thereon,  shall
thereafter  be

                                       2
<PAGE>

deemed to evidence the right to purchase  such number and kind of  securities as
would have been issuable as the result of such change with respect to the Common
Stock immediately prior to such reclassification or other change.

                           C. Stock Splits,  Combinations and Dividends.  If the
shares of Common  Stock are  subdivided  or  combined  into a greater or smaller
number of shares of Common  Stock,  or if a dividend is paid on the Common Stock
in shares of Common  Stock,  the  Maximum  Base Price  shall be  proportionately
reduced in case of subdivision  of shares or stock  dividend or  proportionately
increased in the case of combination  of shares,  in each such case by the ratio
which the total number of shares of Common Stock  outstanding  immediately after
such  event  bears to the total  number of  shares of Common  Stock  outstanding
immediately prior to such event.

                           D. Share Issuance.  Subject to the provisions of this
Section,  if the  Borrower  at any time shall  issue any shares of Common  Stock
prior to the conversion of the entire  principal  amount of the Note  (otherwise
than  as:  (i)  provided  in  Sections  2.1(c)A,  2.1(c)B  or  2.1(c)C  or  this
subparagraph  D; (ii) pursuant to options,  warrants,  or other  obligations  to
issue  shares,  outstanding  on the date hereof as  described in the Reports and
Other  Written  Information,  as such  terms  are  defined  in the  Subscription
Agreement (which agreement is incorporated  herein by this reference);  or (iii)
employee  incentive  stock or stock options granted to employees or directors of
the Company,  or equity or debt issued in connection  with an  acquisition  of a
business or assets by the Company,  or the Notes (as defined in the Subscription
Agreement), Warrants (as defined in the Subscription Agreement) or any shares of
Common Stock issuable upon  conversion of the Notes or exercise of the Warrants,
or any Permitted Financing Warrants (as defined in the Subscription  Agreement),
or equity  issued upon any exercise  thereof,  or the issuance by the Company of
its stock in connection with the  establishment of a joint venture,  partnership
or licensing  arrangement;  [(i), (ii) and (iii) above, are hereinafter referred
to as the "Excepted  Issuance  Obligations"]  for a consideration  less than the
Maximum Base Price that would be in effect at the time of such issue,  then, and
thereafter  successively  upon each such issue,  the Maximum Base Price shall be
reduced  as  follows:  (i) the  number of shares  of  Common  Stock  outstanding
immediately prior to such issue shall be multiplied by the Maximum Base Price in
effect at the time of such issue and the product shall be added to the aggregate
consideration,  if any,  received by the Borrower  upon such issue of additional
shares of Common  Stock;  and (ii) the sum so  obtained  shall be divided by the
number of shares of Common Stock  outstanding  immediately after such issue. The
resulting  quotient  shall be the adjusted  Maximum  Base Price.  Except for the
Excepted Issuance  Obligations and options that may be issued under any employee
incentive  stock option  and/or any  qualified  stock option plan adopted by the
Company,  for purposes of this  adjustment,  the issuance of any security of the
Borrower carrying the right to convert such security into shares of Common Stock
or of any warrant,  right or option to purchase  Common Stock shall result in an
adjustment to the Maximum Base Price upon the issuance of shares of Common Stock
upon exercise of such conversion or purchase  rights,  the  consideration  being
both  the  purchase  price  and any  additional  price  paid  upon  exercise  or
conversion.

                  (d) During the period the  conversion  right exists,  Borrower
will reserve from its authorized and unissued  Common Stock a sufficient  number
of shares to provide for the issuance of Common  Stock upon the full  conversion
of this Note. Borrower  represents that upon issuance,  such shares will be duly
and validly  issued,  fully paid and  non-assessable.  Borrower  agrees that its
issuance of this Note shall  constitute full authority to its officers,  agents,
and transfer agents who are charged with the duty of executing and issuing stock
certificates  to  execute  and issue the  necessary  certificates  for shares of
Common Stock upon the conversion of this Note.

                                       3
<PAGE>

                  2.2 Method of  Conversion.  This Note may be  converted by the
Holder  in  whole or in part as  described  in  Section  2.1(a)  hereof  and the
Subscription  Agreement.  Upon  partial  conversion  of this  Note,  a new  Note
containing  the same date and  provisions  of this  Note  shall be issued by the
Borrower to the Holder for the principal balance of this Note and interest which
shall not have been converted or paid.

                                   ARTICLE III

                                EVENT OF DEFAULT

                  The occurrence of any of the following events of default
("Event of Default") shall, at the option of the Holder hereof, make all sums of
principal and interest then remaining unpaid hereon and all other amounts
payable hereunder immediately due and payable, all without demand, presentment
or notice, or grace period, all of which hereby are expressly waived, except as
set forth below:

                  3.1 Failure to Pay Principal or Interest.  The Borrower  fails
to pay any installment of principal or interest hereon when due and such failure
continues for a period of ten (10) days.

                  3.2 Breach of Covenant. The Borrower breaches any material
covenant or other term or condition of this Note and such breach, if subject to
cure, continues for a period of seven (7) days after written notice to the
Borrower from the Holder.

                  3.3 Breach of Representations and Warranties. Any material
representation or warranty of the Borrower made herein, in the Subscription
Agreement entered into by the Holder and Borrower in connection with this Note,
or in any agreement, statement or certificate given in writing pursuant hereto
or in connection therewith shall be false or misleading.

                  3.4 Receiver or Trustee. The Borrower shall make an assignment
for the benefit of creditors, or apply for or consent to the appointment of a
receiver or trustee for it or for a substantial part of its property or
business; or such a receiver or trustee shall otherwise be appointed.

                  3.5 Judgments. Except as set forth in Schedule 2(h) to the
Subscription Agreement, any money judgment, writ or similar final process shall
be entered or filed against Borrower or any of its property or other assets for
more than $50,000, and shall remain unvacated, unbonded and unstayed for a
period of forty-five (45) days.

                  3.6 Bankruptcy. Bankruptcy, insolvency, reorganization or
liquidation proceedings or other proceedings or relief under any bankruptcy law
or any law for the relief of debtors shall be instituted by or against the
Borrower.

                  3.7 Delisting. Delisting of the Common Stock from any
Principal Market, Borrower's failure to comply with the conditions for listing
on a Principal Market or notification from such Principal Market that the
Borrower is not in compliance with the conditions for such continued listing on
the Principal Market.

                  3.8  Concession.  A  concession  by the  Borrower or a default
under any one or more  obligations in an aggregate  monetary amount in excess of
$50,000.

                                       4
<PAGE>

                  3.9 Stop  Trade.  An SEC stop  trade  order or NASDAQ  trading
suspension.

                  3.10 Failure to Deliver Common Stock or Replacement Note.
Borrower's failure to timely deliver Common Stock to the Holder pursuant to and
in the form required by this Note and Section 9 of the Subscription Agreement,
or if required a replacement Note.

                  3.11 Registration Default. The occurrence of a
Non-Registration Event as described in Section 10.4 of the Subscription
Agreement, but only if such Non-Registration Event is continuing on or occurs
after a date which is 240 days after the Closing Date as defined in the
Subscription Agreement.

                                   ARTICLE IV

                                  MISCELLANEOUS

                  4.1 Failure or Indulgence Not Waiver. No failure or delay on
the part of Holder hereof in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege. All rights and
remedies existing hereunder are cumulative to, and not exclusive of, any rights
or remedies otherwise available.

                  4.2 Notices. Any notice herein required or permitted to be
given shall be in writing and may be personally served or sent by fax
transmission (with copy sent by regular, certified or registered mail or by
overnight courier). For the purposes hereof, the address and fax number of the
Holder is as set forth on the first page hereof. The address and fax number of
the Borrower shall be ICOA, Inc., 111 Airport Road, Suite 1, Warwick, R.I.
02889, telecopier number: (401) 739-9215. Both Holder and Borrower may change
the address and fax number for service by service of notice to the other as
herein provided. Notice of Conversion shall be deemed given when made to the
Company pursuant to the Subscription Agreement.

                  4.3 Amendment Provision. The term "Note" and all reference
thereto, as used throughout this instrument, shall mean this instrument as
originally executed, or if later amended or supplemented, then as so amended or
supplemented.

                  4.4 Assignability. This Note shall be binding upon the
Borrower and its successors and assigns, and shall inure to the benefit of the
Holder and its successors and assigns, and may be assigned by the Holder.

                  4.5 Cost of Collection. If default is made in the payment of
this Note, Borrower shall pay the Holder hereof reasonable costs of collection,
including reasonable attorneys' fees.

                  4.6 Governing Law. This Note shall be governed by and
construed in accordance with the laws of the State of New York. Any action
brought by either party against the other concerning the transactions
contemplated by this Agreement shall be brought only in the state courts of New
York or in the federal courts located in the state of New York. The Borrower,
and, by accepting this Note, the Holder agree to submit to the jurisdiction of
such courts. The prevailing party shall be entitled to recover from the other
party its reasonable attorney's fees and costs.

                                       5
<PAGE>

                  4.7 Maximum Payments. Nothing contained herein shall be deemed
to  establish  or require the payment of a rate of interest or other  charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required  to be paid or other  charges  hereunder  exceed the  maximum
permitted by such law, any payments in excess of such maximum  shall be credited
against  amounts  owed by the  Borrower  to the Holder and thus  refunded to the
Borrower.

                  4.8  Prepayment.  This  Note  may  not be  paid  prior  to the
Maturity Date without the consent of the Holder.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       6
<PAGE>




         IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its
name by its Chief Executive Officer on this 8th day of February, 2001.

                                 ICOA, INC.

                                 By: /s/ George Strouthopoulos
                                    ----------------------------------------
                                    Name: George Strouthopoulos
                                    Title: President and Chief Executive Officer

WITNESS:

/s/ Susan M. Bruno
--------------------------------------------
Susan M. Bruno

                                       7
<PAGE>



                              NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to convert the Note)


         The undersigned hereby elects to convert $_________ of the principal
and $_________ of the interest due on the Note issued by ICOA, INC. on February
8, 2001 into Shares of Common Stock of ICOA, INC. (the "Company") according to
the conditions set forth in such Note, as of the date written below.

Date of Conversion:_____________________________________________________________


Conversion Price:_______________________________________________________________


Shares To Be Delivered:_________________________________________________________


Signature:______________________________________________________________________


Print Name:_____________________________________________________________________


Address:________________________________________________________________________

        ________________________________________________________________________


                                       8