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 AUGUST  28,  2001,  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
__________________________,  _______________________________________,  Fax  No.:
_________________   (the  "Holder")  or  order,   without  demand,  the  sum  of
$_____________,  with  simple  interest  accruing  at the annual  rate of 9%, on
August 28, 2003 (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.

                                       1

<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:


<PAGE>


                           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 deemed to evidence the right to purchase  such number and kind of
securities as would have been issuable

                                        2
<PAGE>

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.

                  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


                                       3
<PAGE>

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.

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

                                        4
<PAGE>

                  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.

                  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

                                        5
<PAGE>

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.

         IN WITNESS  WHEREOF,  Borrower has caused this Note to be signed in its
name by its Chief Executive Officer on this _____ day of ____________, 2000.

                                                     ICOA, INC.


                                             By:
                                                --------------------------------


WITNESS:

-------------------------------


                                       6

<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 August
28, 2000 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:________________________________________________________________________

________________________________________________________________________________


                                       7