Exhibit 4.1
                            RESTATED PROMISSORY NOTE


$3,500,000                                                       Miami, Florida
----------                                                 As of October  , 2000

                  FOR  VALUE  RECEIVED,  QUEST  NET CORP., a Florida corporation
(the  "Borrower"),  with a principal  place of business at 2999 NE 191st Street,
Suite PH8,  Miami,  Florida 33180,  hereby promises to pay to the order of JAMES
LLC, a Cayman  Islands  limited  liability  company (the "Lender") c/o Corporate
Center,  West Bay Road,  Grand  Cayman,  the principal sum of Three Million Five
Hundred  Thousand  Dollars (US $3,500,000)  payable in cash on December 31, 2001
(the "Maturity Date").
                  The entire principal amount together with interest at the rate
of eight (8%) percent per annum, shall be paid on the Maturity Date.

                   Subject to the  availability  of authorized  shares of Common
Stock, the Holder of this Note is entitled,  at its option,  to convert all or a
portion of this Debenture  into shares of Common Stock of the Company,  ("Common
Stock") of the  Company at any time until the  Maturity  Date,  at a  conversion
price for each share of Common Stock (the  "Conversion  Rate") equal the Current
Market Price (as defined below):

                  (i) "Market Price of the Common Stock" means (x)  the  closing
bid  price  of the  Common  Stock  for  the  period  indicated  in the  relevant
provision,  as reported by Bloomberg,  LP or, if not so reported, as reported on
the  over-the-counter  market  or (y) if the  Common  Stock is listed on a stock
exchange,  the closing  price on such  exchange,  as reported in The Wall Street
Journal.
                  (ii) "Current Market Price" means the average Market  Price of
the Common Stock for the five (5) trading days  immediately  before the relevant
Conversion Date.

                  All  payments  (including prepayments)  to  be  made  by   the
Borrower  hereunder,  whether on account of  principal,  interest or  otherwise,
shall be made  without  set off or  counterclaim  and shall be made prior on the
Maturity  Date  thereof to the Lender at the  address set forth  above,  or such
other place as Lender may from time to time designate in writing. If any payment
or action to be made or taken hereunder shall be stated to be or become due on a
day which is not a Business  Day,  such payment or action shall be made or taken
on the next following  Business Day and such extension of time shall be included
in  computing  interest or fees,  if any,  in  connection  with such  payment or
action.


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Any failure to repay the principal or interest due  hereunder  upon the Maturity
Date or any failure to adhere to the terms of this Note,  or an Event of Default
under any other agreement or obligation  between the Borrower and Lender,  shall
be  considered an Event of Default.  Upon the  occurrence of an Event of Default
the entire  amount of the  indebtedness  evidenced  by this Note hereby shall be
immediately due and payable.  Upon the acceleration of the obligations evidenced
by this Note and  failure by the  Borrower to pay  amounts  then due  hereunder,
Lender may  proceed  to  protect,  exercise  and  enforce  all of its rights and
remedies under this Note and applicable law. The remedies  provided in this Note
are  cumulative  and  concurrent,  may  be  pursued  in any  order,  separately,
successively  or together,  may be  exercised as often as occasion  therefor may
arise, and shall be in addition to, and not in substitution  for, the rights and
remedies which would  otherwise be vested in Lender for the recovery of damages,
or  otherwise,  in the  event  of a  breach  of any of the  undertakings  of the
Borrower  hereunder.  This  Agreement  may not be modified,  altered or amended,
except by an  agreement in writing  signed by the  Borrower and the Lender.  The
Lender may not sell,  assign or transfer this Note or any portion  hereof.  This
Note shall bind the Borrower and its  successors  and assigns,  and the benefits
hereof shall inure to the benefit of the Lender and its  successors and assigns.
All  references  herein to the  "Borrower"  and the "Lender"  shall be deemed to
apply  to the  Borrower  and the  Lender,  respectively,  and  their  respective
successors and assigns.

                  Borrower  may  not  prepay  the  loan  evidenced by this Note,
without the consent of the Lender.

                  This Note shall for all purposes be  governed by and construed
and enforced in accordance with the internal laws  of  the  State  of  New  York
without giving effect to its conflicts of law principles.

                  IN WITNESS WHEREOF, the undersigned,  intending  to be legally
bound hereby, has executed this Note as of the date first written above with the
intention that this Note shall constitute a sealed instrument.

                                                     QUEST NET CORP.


                                                     By:________________________

                                                        Name:
                                                        Title: