Exhibit 10.2

                                 Promissory Note

$250,000.00                                                        April 9, 1999

         FOR VALUE  RECEIVED the  undersigned  World  CallNet  Inc., a Delaware:
corporation, hereinafter whether one or more, called "Maker") promises to pay to
the order of Eagle  Equity  I, L.P.  (hereinafter,  whether  one or more  called
"Payee"),   the  sum  of  Two  Hundred  Fifty   Thousand  and  no/100   Dollars,
($250,000.00)  principal and interest, if any, under this Note is payable at Two
Lincoln Centre,  Suite 1280, LB 56, Dallas,  Texas 75240, or at such other place
as Payee may, from time to time designate in writing

         The unpaid  principal of this note ("Note")  shall bear interest at the
rate of ten  percent  (10%) per annum from the date hereof  until the  principal
hereof is paid.  Any payments of principal and any other amount payable by Payee
to Maker  under this Note that is not paid in full when due  (whether  at stated
maturity, by acceleration or otherwise) shall bear interest at the lesser of (i)
eighteen percent (18%) per annum or (ii) the highest lawful rate.

         This Note shall be payable on or before the  earlier of (i)  October 9,
1999 or (ii) five (5) days after Maker has received the  aggregate of $3,500,000
through the sales of securities in either a private or public  transaction after
the date  hereof.  Interest  shall be payable  monthly in arrears,  beginning on
April 30, 1999.  Unless otherwise  provided herein,  all payments shall first be
applied to payments of accrued and unpaid  interest,  if any, and the balance of
each such payment shall be applied to reduction of principal.

         All payments  hereunder  shall be payable in lawful money of the United
States of America  which shall be legal  tender for public and private  debts at
the time of payment.

         1.  Prepayments.  Maker  shall  have the  right to  prepay  the  unpaid
principal  balance  hereof  in  part  or in  its  entirety.  In the  event  of a
prepayment, there shall be no penalty or premium due. Any prepayment, whether in
whole or in part, shall be applied first to accrued  interest,  if any, and then
to principal,  and interest shall  immediately cease to run on any amount of the
principal so prepaid.  Partial  prepayments of principal shall be applied to the
payments of principal due hereon in inverse order of maturity.

         2. Default  remedies.  The entire unpaid  principal  balance of and all
accrued  interest  on,  this Note shall  immediately  be due and  payable at the
option  of the  holder  hereof  upon  the  occurrence  of any one or more of the
following events of default ("Event of Default").  For purpose of this Paragraph
2, the term "Event of Default"  shall mean an Event of Default as defined in the
Securities  Purchase Agreement,  dated of even date herewith,  between the Maker
and the Purchasers, including the Payee.

         3. Cumulative  Rights.  No delay on the part of the holder of this Note
in the  exercise  of any  power or right  under  this  Note or under  any  other
instrument executed pursuant hereto shall operate as a waiver thereof, nor shall
a single or partial exercise of any power or right preclude other


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or  further  exercise  thereof  or the  exercise  of any  other  power or right.
Enforcement  by the holder of this Note of any security  for the payment  hereof
shall not  constitute  any  election by it of  remedies  so as to  preclude  the
exercise of any other remedy  available to it. This Note shall not be subject to
offset by Maker.

         4. Waiver.  Maker and all  endorsers,  sureties and  guarantors of this
Note  waive,  demand,  presentment,  protest,  notice  of  dishonor,  notice  of
nonpayment, notice of intention to accelerate, notice of acceleration, notice of
protest and any and all lack of diligence or delay in  collection  or the filing
of suit  hereon  which  may  occur,  and  agree to all  extensions  and  partial
payments, before or after maturity, without prejudice to the holder hereof.

         5.  Attorneys'  Fees And Costs. In the event that one or more Events of
Default shall occur, and in the event that thereafter this Note is placed in the
hands of an attorney for collection, or the event that this Note is collected in
whole or in part through legal  proceedings of any nature,  then and in any such
case, there shall be added to the unpaid principal balance hereof all reasonable
costs of collection whether or not suit is filed.

         6.  Governing  Law.  This Note shall be  governed by and  construed  in
accordance  with,  the laws of the  State of Texas and of the  United  States of
America.

         7. Headings. The headings of the Sections of this Note are inserted for
convenience only and shall not be deemed to constitute a part hereof.

         8. Usury.  All  agreements  between  Maker and the holder of this Note,
whether now  existing or  hereafter  arising  and whether  written or oral,  are
expressly  limited so that in no  contingency  or event  whatsoever,  whether by
acceleration of the maturity of this Note or otherwise shall the amount paid, or
agreed to be paid, to the holder hereof for the use, forbearance or detention of
the money to be  loaned  hereunder  or  otherwise,  exceed  the  maximum  amount
permissible  under  applicable  law.  If  from  any   circumstances   whatsoever
fulfillment of any provisions of this Note or of any other document  evidencing,
securing  or  pertaining  to the  indebtedness  evidenced  hereby,  at the  time
performance of such provision shall be due, shall involve transcending the limit
of validity  prescribed by law, then ipso facto,  the obligation to be fulfilled
shall be reduced to the limit such  validity and if from any such  circumstances
the holder of this Note shall ever  receive  anything  of value as  interest  or
deemed  interest  by  applicable  law  under  this  Note or any  other  document
evidencing,  securing or  pertaining  to the  indebtedness  evidenced  hereby or
otherwise an amount that would exceed the highest lawful rate,  such amount that
would be excessive  interest  shall be applied to the reduction of the principal
amount  owing under this Note or on account any other  indebtedness  of Maker to
the holder hereof  relating to this Note,  and not to the payment of interest or
if such excessive  interest exceeds the unpaid balance of principal of this Note
and such  other  indebtedness,  such  excess  shall be  refunded  to  Maker.  In
determining  whether or not the  interest  paid or payable  with  respect to any
Indebtedness  of Maker to the holder  hereof,  under any  specific  contingency,
exceeds the highest  lawful  rate,  Maker and the holder  hereof  shall,  to the
maximum extent permitted by applicable law, (a)  characterize any  non-principal
payment as an  expense,  fee or premium  rather  than as  interest,  (b) exclude
voluntary prepayments and the effects thereof, (c) amortize,  prorate,  allocate
and  spread  the  total  amount  of  interest  throughout  the full term of such
indebtedness so that the actual rate of interest on account of such indebtedness
is uniform throughout the term thereof,


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and/or (d) allocate interest between portions of such  indebtedness,  to the end
that no such portion shall bear  interest at a rate greater than that  permitted
by law. The terms and provisions of this  paragraph  shall control and supersede
every other conflicting provision of all agreements between Maker and the holder
hereof.

         9.  Successors  and  Assigns.  All of the  stipulations,  promises  and
agreements  in this  Note  contained  by or on behalf  of Maker  shall  bind the
successors  and assigns of Maker,  whether so expressed or not, and inure to the
benefit of the successors and assigns of Maker and Payee.

         10.  Severability.  In the  event  any one or  more  of the  provisions
contained in this Note shall for any reason be held to be invalid, illegal or in
any respect such invalidity, illegality or unenforceability shall not affect any
other  provision  hereof,  and this Note shall be construed as if such  invalid,
illegal un unenforceable provision had now been contained herein.




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         IN WITNESS WHEREOF, the undersigned has executed this Note a of the day
and year first above written.

                                                     World CallNet, Inc.


                                                     By:                       
                                                            --------------------
                                                            Paul Goodman-Simpson
                                                            President



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