Promissory Note

  $62,500.00                 Now York, New York                November 30, 1998

     FOR VALUE RECEIVED the undersigned  General  American  Royalty, Inc. d.b.a.
World CallNet  Inc., a Delaware:  corporation  hereinafter  whether one or more,
called "Maker") promises to pay to the order of Harvey J. Lippman  (hereinafter,
whether one or more Called  "Payee),  the Sum of Sixty five  thousand and no/100
Dollars, ($62,500.00) Principal and interest, if any, under this Note is payable
at 6 Peter Cooper road  Apartment 6A, Now York NY 10010,  or at such other place
as Payee may, from time to time designate in writing

     The unpaid  principal  of this note shall bear  interest at the rate of ten
percent (10%) per annum from the date hereof until the principal hereof is paid.

     This Note shall be payable on or before the earlier of (i) December 1, 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,  beginning on January 1,
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 my, 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 events of default
("Event of  Default"),  For  purpose  of this  Paragraph  2, the term  "Event of
Default"  shall  mean:  (i) a failure  by the Maker to pay any  installment  of`
principal  or  interest  hereunder  when  due;  or (ii) the  entry of an  order,
judgment or decree by any court of  competent  jurisdiction  granting  the Maker
relief as a debtor under the Federal  Bankruptcy Code or otherwise  adjudicating
the Maker as a bankrupt or a insolvent  or the making of an  assignment  for the
benefit of creditors by the Maker,  or the  commencement by or against the maker
of a  voluntary  or  involuntary  case for relief as a debtor  under the Federal
Bankruptcy  Code or the of any  other  bankruptcy,  insolvency,  reorganization,
arrangement,   debt   adjustment,    receivership,    liquidation,   trusteeship
custodianship, or dissolution proceedings by or against the Maker, and, if






<PAGE>


instituted  adversely  the consent by the Maker to the same or the  admission in
writing of the Material  allegations  contained  in the  Petition  filed in said
proceedings  provided  however,  if any  action  as  described  herein  shall be
instituted  against the Maker,  the Maker shall have thirty (30) days to dismiss
such action.

     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 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 emedies so a 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
weave, 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 New York 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 ft 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  pemissible  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,  than 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




<PAGE>


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 indebedness,
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,  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.

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

                                          General American Royalty, Inc.
                                          d.b.a. World CallNet, Inc.




                                          By  /s/ Paul Goodman-Simpson
                                              -------------------------
                                                  Paul Goodman-Simpson
                                                  President
<PAGE>


                                 PROMISSORY NOTE

 $50,000.00                     New York, New York             December 31, 1998

     FOR VALUE RECEIVED, the undersigned,  General American Royalty, Inc. d.b.a.
World CallNet, Inc., a Delaware corporation,  (hereinafter, whether one or more,
called "Maker"), promises to pay to the order of Mr. Robert Brooks (hereinafter,
whether  one or  more  called  "Payee"),  the  sum  of  Fifty  Thousand  Dollars
($50,000).  Principal and interest,  if any, under this Note is payable at Sousa
Drive,  Sands Point, Now York, 11050, or at such. other place as Payee may, from
time to time, designate in writing.

     The unpaid  principal  of this note shall bear  interest at the rate of ten
percent (10%) per annum from the date hereof until the principal hereof is paid.

     This Note shall be payable on or before,  the  earlier of (i)  December  1,
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,  beginning on February 1,
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 events
of default  ("Events of  Default").  For purpose of this  Paragraph  2, the term
"Event of Default" shall mean: (i) a failure by the Maker to pay any installment
of  Principal  or  interest  hereunder  when due; or (ii) the entry of an order,
judgment or decree by any court of  competent  jurisdiction  granting  the Maker
relief as a debtor under the Federal  Bankruptcy Code or otherwise  adjudicating
the Maker as a bankrupt or as insolvent or the making of an  assignment  for the
benefit of creditors by the Maker,  or the  commencement by or against the Maker
of a  voluntary  or  involuntary  case for relief as a debtor  under the Federal
Bankruptcy  Code  or the  commencement  of  any  other  bankruptcy,  insolvency,
arrangement,   debt   adjustment,   receivership,    liquidation,   trusteeship,
custodianship,  or  dissolution  proceedings  by or against  the Maker,  and, if
instituted  adversely,  the consent by the Maker to the same or the admission in
writing of the material allegations contained in the petition filed in said
 



<PAGE>



 proceedings;  provided,  however,  if any action as  described  herein shall be
 instituted  against the Maker, the Maker shall have thirty (30) days to dismiss
 such action.

     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 or further  exercise
thereof or the exercise of any other power or right.  Enforcement  by the bolder
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  Cost.  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 a 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 New York 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 of event whatsoever, whether by acceleraton 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 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 bolder 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
 


<PAGE>


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,  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
unenforceable 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 never been  contained
herein.

     11. Security.  This Note is one of several  investor notes  aggregating the
sum of  $950,000  which are  secured by a pledge of  2,000,000  Shares of Common
Stock of Cherokee  Leisure PLC, (the  "Collateral").  The  Collateral is held by
Harvey J.  Lippman,  Esq. as trustee  for the Note  holders and each note holder
shall be entitled to the  security of a  proportionate  share of the  Collateral
subject to the terms of a written Security Agreement.

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

                                     General American Royalty, Inc.
                                     d.b.a. World CallNet, Inc,



                                     By: /s/ Paul Goodman-Simpson
                                         ------------------------
                                             Paul Goodman-Simpson
                                             President




<PAGE>



                                  SECURITY AGREEMENT


Date:   December 31, 1998

Debtor: General American Royalty, Inc., d.b.a. World CallNet, Inc.



Debtor's Mailing Address (including county):   Beacon House, Meridian Gate
                                               207 Marsh Wall
                                               London, E14 9YT
                                               United Kingdom

Secured  Party:  Harvey J. Lippman, Esq.,  Trustee for Secured  Promissory  Note
                 Holders


Secured Party's Mailing Address (including county):  c/o Richardson & Associates
                                                     866 United Nations Plaza
                                                     Suite 444
                                                     New York, New York 10017
                                                     U.S.A.

 Classification of Collateral: Instruments, General Intangibles

 Collateral (including all accessions):

                     2,000,000 shares of common stock of Cherokee Leisure PLC


 Obligation

          Note Aggregate notes in the amount of $850,000 (separate notes to each
          investor,  but secured by proportionate  portion of collateral  herein
          held by secured party as trustee)

          Date: December 31, 1998

          Amount $850,000

          Maker. General American, Royalty, Inc, d.b.a. World CallNet, Inc.

          Payee: Individual Purchasers of December 31, 1998, Secured Promissory
                 Notes, c/c Harvey J. Lippman, Esq., Trustee    
                 
          Final Maturity Date: December 1, 1999

         Term of Payment (optional): as described in the Note

     Other Obligation: None

Debtor's  Representation  Concerning  Location  of  Collateral  (optional):  The
collateral  shall be delivered to the secured  party.  The  collateral  shall be
returned to the debtor upon repayment of the Notes. 

Subject  to the  terms of this  agreement,  Debtor  grants  to  Secured  Party a
security  interest in the  collateral and all its proceeds to secure payment and
perfomence of Debtor's  obligation  in this security  agreement and all renewals
and extensions of any of the obligation.


<PAGE>
Debtor's Warranties

     1.  Financing  Statement.  Except  for that in favor of Secured  Party,  no
financing statement covering the collateral is filed in any public office.

     2.  Ownership.  Debtor owns the  collateral  and has the authority to grant
this security interest.  Ownership is free from any set off, claim, restriction,
lien,  security interest;  or encumbrance except this security interest and lien
for taxes not yet due.

     3.  Fixtures  and  Accessions.  None of the  collateral  is affixed to real
estate,  is an accession to any goods,  is commingled  with other goods, or will
become a  fixture,  secession,  or part of a product  or mass with  other  goods
except as expressly provided in this agreement.

     4. Financial Statements. All information about Debtor's financial condition
provided  to  Secured  Party  was  accurate  when  submitted,  as  will  be  any
information subsequently provided.

Debtor's Convenants

     1. Protection of Collateral.  Debtor will defend the collateral against all
claims and demands  adverse to Secured  Party's  interest in it and will keep it
free from all  liens  except  those for taxes not yet due and from all  security
interests except this one. The Collateral will remain in Debtor's  possession or
control at all times,  except as otherwise  provided in this  agreement.  Debtor
will maintain the  collateral in good  condition and protect it against  misuse,
abuse, waste, and deterioration except for ordinary wear and tear resulting from
its intended use

     2.  Insurance.  Debtor will insure the  collateral  in accord with  Secured
Party's reasonable requirements regarding choice of carrier,  casualties insured
against, and amount of coverage. Policies will be written in favor of Debtor and
Secured Party  according to their  respective  interests or according to Secured
Party's  other  requirements.  All policies will provide that Secured Party will
receive at least ten days'  notice  before  cancellation,  and the  policies  or
certificates  evidencing  them will be  provided to Secured  Party when  issued.
Debtor  assumes all risk of loss and damage to the  collateral  to the extent of
any deficiency in insurance coverage. Debtor irrevocably appoints Secured Parity
as  attorney-in-fact to collect any return,  unearned premiums,  and proceeds of
any insurance on the  collateral and to endorse any draft or check deriving from
the policies ad made payable to Debtor.

     3. Secured Party's Costs.  Debtor will pay all expenses incurred by Secured
Party in  obtaining,  preserving,  perfecting,  defending,  and  enforcing  this
security  interest or the  collateral  and in  collecting or enforcing the note.
Expenses  for which  Debtor is liable  include,  but are not limited to,  taxes,
assessments,  reasonable  attorney's  fees,  and  other  legal  expenses.  These
expenses  will bear  interest  from the dates of payments  at the  highest  rate
stated in notes that are part of the  obligation,  and Debtor  will pay  Secured
Party  this  interest  on  demand at a time and place  reasonably  specified  by
Secured  Party.  These  expenses and interest will be par of the  obligation and
will be recoverable as such in all respects.

     4.  Additional  Documents.  Debtor will sign any papers that Secured  Party
considers necessary to obtain,  maintain,  and perfect this security interest or
to comply with any relevant law.

     5. Notice of Changes.  Debtor will immediately  notify Secured Party of any
material  change  in the  collateral;  change  in  Debtor's  name,  address,  or
location;  change in any matter  warranted  or  represented  in this  agreement;
change that may affect this security interest; and any event of default.

     6. Use and Removal of Collateral.  Debtor will use the collateral primarily
accordin to the stated classification unless Secured Party consents otherwise in
writing. Debtor will not permit the collateral to be affixed to any real estate,
to become an accession to any goods,  to be commingled  with other goods;  or to
become a  fixture,  accession,  or part of a product  or mass with  other  goods
except as expressly provided in this agreement.

     7. Sale. Debtor will not sell, transfer,  or encumber any of the collateral
without the prior written consent of Secured Party.

Rights and Remedies of Secured Party

     1. Generally.  Secured Party may exercise the following rights and remedies
     either before or after default:

          a.   take control of any proceeds of the collateral;
          b.   release  any  collateral  in  Secured  Party's  possession  to my
               debtor, temporarily or otherwise;
          c.   take control of any funds  generated by the  collateral,  such as
               refunds  from and proceeds of  insurance,  and reduce any part of
               the obligation  accordingly or permit Debtor to use such funds to
               repair or replace  damaged  or  destroyed  collateral  covered by
               insurance; and
          d.   demand, collect,  convert,  redeem, settle,  compromise,  receipt
               for,  realize on, sue for,  and adjust the  collateral  either in
               Secured Party's or Debtor's name, as Secured Party desires.


<PAGE>


     2.  Insurance.  If Debtor  fails to maintain  insurance as required by thee
agreement  or  otherwise  by Secured  Party,  then  Secured  Party may  Purchase
single-interest  insurance  coverage  that will protect only Secured  Party.  If
Secured Party  purchases  this  insurance,  its premiums will become part of the
obligation.

     3. The secured  party is the trustee  for the holders of the  December  31,
1998 Secured Promissory Notes issued by debtor. The trustee may resign by notice
to the holders of the Secured  Promissory  Notes. A successor trustee as secured
party on behalf of the holders of the Secured  Promissory Notes may be appointed
by the vote of note  holders  holding  more  than 50% of the face  amount of the
Secured promissory Notes.

Events of Default

     Each of the following conditions is an event default:

          1.  if  Debtor  defaults  in  timely  payment  or  performance  of any
     obligation,  covenant, or liability in any written agreement between Debtor
     and Secured Party or in any other transaction secured by 06 agreement;

          2. if any warranty,  covenant, or representation made to Secured Party
     by or on behalf of Debtor proves to have been false in any Material respect
     when made;

          3. if a receiver is appointed for Debtor or any of the collateral;

          4. if the  collateral  is assigned for the benefit of creditors or, to
     the extent  permitted  by law,  if  bankruptcy  or  insolvency  proceedings
     commence  against or by any of these parties:  Debtor;  any  partnership of
     which  Debtor  is a  general  partner;  and any  maker,  drawer,  accepter,
     endower, guarantor,  surety, accommodation party, or other person liable on
     or for any put of the obligation;

          5. if any financing statement regarding the collateral but not related
     to this security interest and not favoring Secured Party is filed;

          6. if any lien attaches to any of the collateral; and

          7. if any of the collateral is lost,  stolen,  damaged,  or destroyed,
     unless it is promptly  replaced with collateral of like quality or restored
     to its former condition.

Remedies of Secured Party on Default

     During the existence of any event of default, Secured Party may declare the
unpaid principal and earned interest of the obligation  immediately due in whole
or part, enforce the obligation, and exercise any rights and remedies granted by
chapter  9 of the  Texas  Business  and  Commerce  Code  or by  this  agreement,
including to following:

          1.  require  Debtor to deliver to Secured  Party all books and records
     relating to the collateral;

          2. require  Debtor to assemble the collateral and make it available to
     Secured Party at a place reasonably convenient to both parties;

          3. take Possession of any of the collateral and for this purpose enter
     any premises  where it is located if this can be done without breach of the
     peace;

          4. sell,  lease,  or  otherwise  dispose of any of the  collateral  in
     accord  with the  rights,  remedies,  and duties of a secured  party  under
     chapters 2 and 9 of the Texas  Business  and  Commerce  code  after  giving
     notice as required by those  chapters,  unless the collateral  threatens to
     decline  speedily in value, is perishable,  or would typically be sold on a
     recognized  market,  Secured Party will give Debtor reasonable notice of my
     public sale of the  collateral or of a time after which it may be otherwise
     disposed of without further notice to Debtor; in this event, notice will be
     deemed  reasonable  if it is  mailed,  postage  prepaid,  to  Debtor at the
     address  specified  in this  agreement  at least ten days before any public
     sale or ten days  before  the time  when the  collateral  may be  otherwise
     disposed of without further notice to Debtor;

          5.  surrender  any  insurance  policies  covering the  collateral  and
     receive the unearned premium;

          6. apply any proceeds from disposition of the collateral after default
     in the manner  specified  in chapter 9 of the Now York  Uniform  Commercial
     Code,  including payment of Secured Party's reasonable  attorney's fees and
     court expenses; and

          7. if disposition of the collateral leaves the obligation unsatisfied,
     collect the deficiency from Debtor

General

     1. Parties Bound.  Secured  Party's rights under this agreement shall inure
to the  benefit of its  successors  and  assigns  Assignment  of any part of the
obligation  and  delivery by Secured  Party of any part of the  collateral  will
fully  discharge  Secured  Party  from  responsibility  for  that  part  of  the
collateral.  If Debtor is more than one, all their representations,  warranties,
and agreements are joint and several. Debtor's obligations under this agreements
shall bind Debtor's personal representatives, successors, and assigns.

     2. Waiver.  Neither  delay in exercise nor partial  exercise of any Secured
Party's  remedies or rights shall waive  further  exercise of those  remedies or
rights.  Secured Party's  failure to exercise  remedies or rights does not waive
subsequent  exercise of those remedies or rights.  Secured Party's waiver of any
default does not waive further  default.  Secured Party's waiver of &my right in
this  agreement or of any default is binding  only if it is in writing.  Secured
Party may remedy any default without waiving it.



 


<PAGE>


     3. Reimbursement.  If Debtor fails to perform any of Debtor's  obligations,
Secured  Party may perform  those  obligations  and be  reimbursed  by Debtor on
demand at the place  where the note is payable  for any sums so paid,  including
attorney's fees and other legal  expenses,  plus interest on those sums from the
dates of payment at the rate stated in the note for matured, unpaid amounts. The
sum to be reimbursed shall be secured by this security agreement.

     4. Interest Rate.  Interest included in the obligation shall not exceed the
maximum  amount of  nonuaurious  interest  that any be  contracted  for,  taken,
reserved, charged, or received under law; any interest in excess of that maximum
amount shall be credited to the principal of the obligation or, if that has been
paid,  refunded.  On any acceleration or required or permitted prepayment of the
obligation,   any  such  excess  shall  be  canceled  automatically  as  of  the
aceleration or prepayment or, if already paid,  credited on the principal amount
of the  obligation  or, if the principal  amount has been paid,  refunded.  This
provision   overrides  other  provisions  in  this  and  all  other  instruments
concerning the obligation.


     5.  Modifications.  No  provisions of this  agreement  shall be modified or
limited except by written agreement.

     6. Severability.  The  unenforceability  of any provision of this agreement
will not affect the enforceability or validity of my other provision.

     7.  After-Acquired  Consumer Goods.  This security interest shall attach to
after-acquired consumer goods only to the extent permitted by law.

     8.  Applicable  Law. This  agreement  will be construed  according to Texas
laws.

     9. Place of Performance. This agreement is to be performed in the county of
Secured Party's mailing address.

     10. Financing Statement. A carbon,  photographic,  or other reproduction of
this agreement or any financing  statement covering the collateral is sufficient
as a financing statement.

     11.  Presumption  of Truth and  Validity.  If the  collateral is sold after
default,  recitals in the bill of sale or transfer will be prima facia  evidence
of their truth,  and all  prerequisites  to the sale specified by this agreement
and by  chapter 9 of the  Texas  Business  and  Commerce  Code will be  presumed
satisfied.

     12.  Singular  end  Plural.  When the  context  requires,  singular  new ad
     pronouns  Include the Plural, 

     13.  Priority of Security  Interest.  This security  interest shall neither
affect nor be affected by any other security for any of the obligation.  Neither
extensions of any of the obligation  nor releases of any of thr collateral  will
affect the priority or validity of this security  interest with reference to any
third person.

     14. Cumulative Remedies. Foreclosure of this security interest by suit does
not limit Secured Party's  remedies,  including the right to sell the collateral
under  the  terms of this  agreement.  All  remedies  of  Secured  Party  may be
exercised  at the same or different  times,  and no remedy shall be a defense to
any other.  Secured Party's rights end remedies include all those granted by law
or otherwise, at addition, to those specified in this agreement.

     15.  Agency.  Debtor's  appointment  of Secured Party as Debtor's  agent is
     coupled with an interest and will survive any disability of Debtor.


SECURED PARTY                                  DEBTOR


/s/ Harvey J. Lippman                       [Signature illegible]
-------------------------------            --------------------------------
Harvey J. Lippman, Esq. Trustee            General American Royalty, Inc.
                                           d.b.a. World CallNet,Inc.


<PAGE>


This Warrant and the securities issuable upon the exercise of this Warrant, have
not been  registered  under the Securities  Act of 1933 as amended  ("Securities
Act"), and may not be sold  transferred or otherwise  disposed of unless (i) the
Shares are registered under the Securities Act of 1933 and the securities act of
any state  applicable  to such sale,  or (ii) the proposed  seller  provides the
Company  with an  opinion  of counsel  that the  securities  are being sold in a
transaction which is except from the registration requirements of the Securities
Act of 1933  and any  applicable  state  securities  acts  and  the  Company  is
satisfied that no registration  statement is then required and that this Warrant
and the underlying securities may be sold, transferred or ortherwise disposed of
in the manner contemplated without registration under the Securities Act of 1933
or any state securities act.


                           WARRANT TO PURCHASE SHARES
                               OF COMMON STOCK OF
            GENERAL AMERICAN ROYALTY, INC. D.B.A. WORLD CALLNET, INC.

  N0. 02

                               Warrant to Purchase
                       VOID AFTER 5:00 P.M., CENTRAL TIME

                                December 1, 2000

     FOR VALUE RECEIVED,  General American Royalty,  Inc. d.b.a.  World CallNet,
Inc.,  a  corporation  organized  under the laws of  Delaware  (the  "Company"),
promises to issue in the name of, and sell and deliver to Harvey J.  Lippman,  6
Peter  Cooper  Road,  Apartment  6A,  New  York,  NY  10010  (the  "Holder"),  a
certificate  or  certificates  for an aggregate of 31,250 shares of common Stock
(the  "Shares"),  at any time on or after March 1, 1999, and prior to 5:OO P.M.,
Central Time on December 1, 2000 (the "Expiration  Date"), upon payment therefor
of $1.00 per Share in lawful funds of the United States of America,  such amount
(the "Basic Exercise Pric") being subject to adjustment in the circumstances set
forth  hereinbelow.  This applicable Basic Exercise Price, until such adjustment
is made and  thereafter  as adjusted  from time to time, is called the "Exercise
Price."

     THIS WARRANT MAY NOT BE ASSIGNED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED,
OR OTHERWISE  ENCUMBERED  OR  OTHERWISE  DISPOSED OF (EXCEPT FOR  ASSIGNMENT  TO
AFFILIATES  OF HOLDER),  IT MAY NOT BE  ASSIGNED,  SOLD,  TRANSFERRED,  PLEDGED,
HYPOTHECATED OR OTHERWISE ENCUMBERED OR DISPOSED OF BY THE HOLDER, EXCEPT BY THE
HOLDER'S  EXERCISE HEREOF AS SET FORTH HEREIN  FOLLOWING DUE  RFMSTRATION  UNDER
APPLICABLE FEDERAL AND STATE SECURITIES LAWS, OR IN TWO TRANSACTIONS EXEMPT FROM
SUCH REGISTRATION,

     1.  Exercise of Warrant In case the Holder of this Warrant  shall desire to
exercise  this  Warrant  in whole or in part,  the  Holder  shallsurrender  this
Warrant,  with the form of exercise notice on the last page hereof duly executed
by the Holder,  to the Company  accompanied  by payment of the Exercise Price of
$1.00 per Share, subject to adjustment as noted herein.

     This  Warrant may be  exercise  in whole or in part but not for  fractional
Shares.  In case of the  exercise in part only,  the Company will deliver to the
Holder a new  Warrant  of like tenor In the name of the  Holder  evidencing  the
right to  Purchase  the number of Shares as to witch this  Warrant  has not been
exercised.  This  Warrant,  at any  time  prior  to the  exercise  hereof,  upon
presentation and




<PAGE>



surrender to the Company may be exchanged,  along or with other Warrants of like
tenor  registered in the name of the same Holder,  for another  Warrant or other
Warrants  of like  tenor in the  name of such  Holder  exercisable  for the same
aggregate number of Shares as the Warrant or Warrants surrendered.

     2. Registration Rights. Upon written notice of purchasers holding the right
to acquire 51% or more of the shares underlying the Warrants, the Company agrees
to register,  at the Company's  expense the Shres under the  Securities  Act and
applicable  state  securities  laws.  Also,  in the  event the  Company  files a
registration  for the  registration or sale of any Shares with the United States
Securities and Exchange  Commission or under the laws of any State,  the Company
agrees,  at the Company's  expense to register  this Warrant and the  underlying
shares.

     3.  Stock  Dividends  a  Reclassification   Reorganizations   Anti-Dilution
Provisions.  This Warrant is subject to the following further provisions:

          a. In case,  prior to the expiration of this Warrant by exercise or by
     its terms,  the  Company  shall  issue any shares of its Common  Stock as a
     stock  dividend or  subdivide  the number of  outstanding  shares of Common
     stock  into a greater  number of shares,  then in such case,  the number of
     shares of Common Stock  issuable upon  conversion of the Shares  underlying
     this Warrant  shall be  proportionately  increased and  conversely,  in the
     event the Company shall contract the number of outstanding shares of Common
     Stock by  combining  such shares of Common  Stock into a smaller  number of
     shares of Common  Stock  then,  in such case the number of shares of Common
     Stock issuable upon conversion of the Shares  underlying this Warrant shall
     be proportionately  decreased. If the Company shall, at any time during the
     life of this  Warrant,  declare a  dividend  payable  in cash on its Common
     Stock and shall at  substantially  the some time offer to its  stockholders
     generally a right to purchase  new shares of Common Stock from the proceeds
     of such dividend or for an amount substantially equal to the dividend,  all
     shares of Common stock so issued shall for the purpose of this Warrant.  be
     deemed  to have been  issued  as a stock  dividend.  Any  dividend  paid or
     distributed  upon  the  Common  stock  in  shares  of any  other  class  of
     securities  convertible into shares of Common Stock or any other securities
     shall be  treated  as a dividend  paid In Common  Stock to the extent  that
     shares of Common Stock are issuable upon the conversion thereof.

          b. In case,  prior to the expiration of this Warrant by exercise or by
     its  terms,  the  Company  shall  be  recapitalized  by  reclassifying  its
     outstanding  Common  Stock into shares with a different  par value or shall
     thereafter reclassify any such shares in a like manner, or the Company or a
     successor  corporation  shall  consolidate,  or merge with or convey all or
     substantially  all of its,  or all or  substantially  all of any  successor
     corporations,  property and assets to any other  corporation or corporation
     (any  such  corporation  being  included  within  the  meaning  of the term
     "successor corporation" hereinbefore used in the event of any consolidation
     or merger of any such corporation with, or the sale of all or substantially
     all of the  property  of any such  corporation  to another  corporation  or
     corporations),  the Holder  shall  thereafter  have the right to  purchase,
     pursuant  to and  under  the  terms  and  conditions  and  during  the time
     specified in this Warrant,  in lieu of the shares of Common Stock  issuable
     upon  conversion  of the  Shares  underlying  this  Warrant  and  that  are
     purchasable upon the exercise of this Warrant, such shares of Common Stock,
     securities  or  assets  as may be  issued  upon  conversion  of the  Shares
     theretofore underlying this Warrant, upon the exercise


<PAGE>


     of  this  Warrant  had  such  recapitalization,  consolidation,  merger  or
     conveyance  not taken  place;  and,  in any such  event,  the rights of the
     Holder to an adjustment in the number of shares of Common Stock  underlying
     the Shares  underlying this Warrant and that  purchasable upon the exercise
     of this  Warrant as herein  provided,  shall  continue  and be preserved in
     respect to any sham,  securities or assets which the Holder of this Warrant
     becomes entitled to purchase.

          C. Upon the  occurrence  of each event  requiring an adjustment of the
     Exercise  Price or of the number of shares of Common  Stock  issuable  upon
     conversion  of the Shares  underlying  this  Warrant  that are  purchasable
     pursuant to this Warrant in accordance  with, and as required by, the terms
     of Subsection (a) of this Section 3, the Company shall use its best efforts
     to  forthwith  cause  either  a  firm  of  independent   certified   public
     accountants  (who may be the regular  accountants  for the  Company) or the
     Chief  Financial  Officer of the Company to compute the  adjusted  Exercise
     Price or the  adjusted  number  of shares of  Common  Stock  issuable  upon
     conversion  of the Shares  issuable upon exercise of this Warrant by reason
     of such event in accordance  with the  provisions of Subsection (a) or (b).
     The Company  shall  forthwith  mail to do Holder of this  Warrant a copy of
     such computation,  which shall be conclusive and shall be binding upon such
     Holder  unless  contested  by such Holder by written  notice to the Company
     within 14 days after the mailing thereof by the Company.

          d. In case.

               (1) the Company  shall make a record of the holders of its Common
          Stock for the purpose of entitling them to receive, a dividend payable
          (whether payable in cash, securities,  property or in any other form);
          or

               (2) the Company  shall make a record of the holders of its Common
          Stock for the purpose of entitling  them to subscribe  for or purchase
          any shares of any class or to receive any other rights; or

               (3)  the Company shall set a date for any reclassification  other
          reorganization  of the capital stock of the Company, consolidation  or
          merger of the Company with or into another corporation,  or conveyance
          of all or substantially all of the assets of the Company, or

               (4) the Company shall set a date for the voluntary or involuntary
          dissolution, liquidation or winding upon of the Company;

     then,  in any such  case,  the  Company  shall  mail to the  Holder of this
     Warrant at least 30 days prior to such  record date or the date set for any
     actions  described In  subparagraphs  (d)(1) through (d)(3) above, a notice
     advising  such Holder of the date or expected  date on which a record is to
     be taken for the purpose of such  dividend,  distribution  of rights or the
     date on which such reclassification, reorganization, consolidation, merger,
     conveyance, dissolution, liquidation or winding up is to take place, as the
     case may be. Such notice shall also specify the date or expected  date,  if
     any is to be fixed,  as of which holders of Common Stock of record shall be
     entitled to participate in said dividend,  distribution of rights, or shall
     be entitled to exchange their shares of Common Stock for securities or




<PAGE>


     other  property  deliverable  upon such  reclassification,  reorganization,
     consoidation, merger, conveyance dissolution, liquidation or winding up, as
     the case nay be. Each such written notice shall be given by certified mail,
     postage prepaid,  return receipt requested,  addressed to the holder of the
     Warrant at the address of such holder as shown on the books of the Company.

          e. In case the Company,  at any time while this  Warrant  shall remain
     valid and  unexercised,  shall sell more than one-half of its property,  or
     dissolve, liquidate or wind up its affairs or sell or dispose of all or any
     part of the assets,  securities or property of any wholly-owned subsidiary,
     the Holder of this  Warrant  shall  thereafter  be entitled to receive upon
     exercise  hereof (in lieu of such  shares of Common  Stock  underlying  the
     Shares  underlying  this  Warrant)  and the  same  kind and  amount  of any
     securities or assets a may be issuable,  distributable  or payable upon any
     such sole,  dissolution,  liquidation  or  winding up with  respect to such
     number of shares of Common  Stock of the  Company as would  otherwise  have
     been issuable upon conversion of the Shares  underlying  this Warrant.  The
     Company  shall mail  notice  thereof by  registered  mail to the Holder and
     shall make no  distribution  to the  shareholders  of the Company until the
     expiraton  of thirty  (30) days  from the date of such  mailing;  provided,
     however,  that in any such  event if the  Holder  shall not  exercise  this
     Warrant  within thirty (30) days from the date of mailing such notice,  all
     fights herein  granted not so exercised  within such thirty (30) day period
     shall thereafter become null and void. The Company shall not,  however,  be
     prevented from  consummating  any such sale without awaiting the expiration
     of such thirty (30) day period,  it being the intent and purposes hereof to
     enable the Holder  upon  exercise  of this  Warrant to  participate  in the
     distribution  of the  consideration  to be received by the Company upon any
     such  sale  or in the  distribution  of  assets  upon  any  dissolution  or
     liquidation of the Company.


          f. In the event the  Company,  at any time  while this  Warrant  shall
     remain  valid  and  unexercised,  shall  propose  to  declare  any  partial
     liquidating  dividend,  it shall  notify the Holder of this  Warrant as set
     forth in  Subsection  (d) of this Section 3. The term "partial  liquidating
     dividend" shall,  include a dividend in cash or other property of an amount
     that,  together with all other  divdends in cash or other  property paid or
     declared and set aside for payment,  is equal to or greater then 40% of the
     cumulative  consolidated  not Income of the Company  subsequent to one year
     form the due hereof.

          g. The  provisions of this Section 3 are for the purpose of, and shall
     be to the effect that upon any exercise of this Warrant the Holder shall be
     entitled  to receive  the same amount  and,  kind of  securities  and other
     property  that it would have been  entitled  to receive as the owner at all
     times  subsequent to the date hereof of to number of shares of Common Stock
     issuable upon conversion of the Shares purchased upon any such exercise.

     4. Covenants of the Company.  The Company hereby  covenants and agrees that
prior to the expiration of this Warrant by exercise or by its terms:

          a. The Company will not by amendment of its Articles of Incorporation,
     as they may  currently  exist,  or through  reorganization,  consolidation,
     merger,  dissolution,  or see of assets,  or by any other  voluntary act or
     deed,  avoid or seek to avoid the  observance or  performance of any of the
     covenants, stipulations or conditions to be observed or performed hereunder
     by the Company,  but will at all times in good faith assist,  insofar as it
     is able, in the carrying out of all



<PAGE>



     provisions  of this Warrant and in the taking of all other actions that may
     be  necessary  in  order  to  protect  the  rights  of the  Holder  against
     dilution.


          b.  if at any  time or  from  time to  time,  the  Company  shall,  by
     subdivision,  consolidation or  reclassification  of shares,  or otherwise,
     change as a whole the  outstanding  shares of Common Stock into a different
     number or clue of  shares,  the  number  and class of shares as so  changed
     shall, for the purpose of each Warrant and the terms and conditions hereof,
     replace  the shares outstanding immediately prior to such  change,  and the
     Warrant  purchase  price in effect,  and the  number of Shares  purchasable
     under each  Warrant, immediately  prior to the date on which such change "I
     become effective, shall be proportionately adjusted.

          c.  Irrespective  of any  adjustment  or chop in the Warrant  purchase
     price, the number of shares of Common Stock issuable upon conversion of the
     Shares actually  purchasable under each Warrant of like tenor, the Warrants
     theretofore  and  thereafter  issued may  continue  to express  the Warrant
     purchase price per Share and the number of shares purchasable thereunder as
     the Warrant  purchase price per Share and the number of Shares  purchasable
     were expressed on the Warrants when initially issued.

          d. If at any  time  while  any  Warrant  is  outstanding  the  Company
     consolidates  with or merges into another  corporation,  firm or entity, or
     otherwise  enters into a form of  business  combination,  the Holder,  upon
     exercise hereof, shall be entitled to purchase,  with respect to each share
     of Common Stock issuable upon conversion of Shares  purchasable  hereunder,
     that  number of Owns to which a holder  of one (1)  share of  Common  Stock
     would have been entitled upon the  occurrence of such business  combination
     without  any change in, or payment in  addition  to, the  Warrant  purchase
     price in effect immediately prior to such merger or consolidation,  and the
     Company  shall  take such step in  connection  with such  consolidation  or
     merger  as may be  necessary  to  assure  that all the  provisions  of each
     Warrant shall thereafter be applicable,  as nearly as reasonably may be, in
     relation to any  securities  or property  thereafter  deliverable  upon the
     exercise  of  each   Warrant.   The  Company  shall  not  effect  any  such
     consolidation,  merger or other form of business  combination unless, prior
     to the consummation  thereof, the successor  corporation (if other than the
     Company)  resulting  therefrom shall assume, by written istrument  executed
     and mailed to the registered  holder of each Warrant at the address of such
     holder shown on the books of the Company, the obligation to deliver to such
     holder  such  securities,  or  property  such  holder  shall be entitled to
     purchase in accordance with the foregoing provisions.

          e. Upon the  happening  of any event  requiring an  adjustment  of the
     Warrant purchase price hereunder,  the Company shall forthwith give written
     notice  thereof  to the  registered  Holder of each  Warrant,  stating  the
     adjusted Warrant purchase price and the adjusted number of shares of Common
     Stock  issuable  upon  conversion of shares  purchasable  upon the exercise
     thereof  resulting from such event, and setting forth in reasonable  detail
     the  method  of  calculation.  The  certificate  of  either  the  Company's
     independent  certified public  accountants or Chief financial officer shall
     be conclusive evidence of the correctness of any computation made hereunder
     unless  contested  by a Holder by written  notice to the Company  within 14
     days after the  mailing  thereof by the  Company.  Notice  pursuant to this
     paragraph shall be given by certified mail, postage prepaid,






<PAGE>



     return  receipt  requested,  addressed  to the  registered  holder  of each
     Warrant  at the  address of such  holder  appearing  in the  records of the
     Company.


          f. The Company shall at all times reserve and keep  available,  out of
     its  authorized  and  unissued  capital  stock,  solely for the  purpose of
     providing for the exercise, forthwith upon the request of the Holder of the
     Warrant(s) then outstanding and in effect, such numbers of shares of Common
     Stock as shall,  from time to time,  be  sufficient  for the  conversion of
     Shares upon such exercise of the Warrants.  The Company shall, from time to
     time,  in accordance  with the laws of the State of Delaware,  increase the
     authorized amount of its capital stock, if at any time the number of shares
     of Common remaining unissued and unreserved for other purposes shall not be
     sufficient  to permit the exercise of do Warrants then  outstanding  and in
     effect.

          g. The Company covenants and agrees that all shares that may be issued
     upon the  exercise of the rights  represented  by this Warrant  will,  upon
     issuance be validly issued,  fully paid and  non-assessable,  and free from
     all taxes,  liens and charges with respect to the issue thereof (other than
     taxes in respect of any transfer  occurring  with such issue).  The Company
     further  covenants  and agrees  that,  during the period  within  which the
     rights represented by this Warrant may be exercise, the Company will at all
     times have  authorized  and reserved a  sufficient  number of shares of its
     Common  Stock to provide  for the  conversion  and  exercise  of the rights
     represented by this Warrant.

     6. Loss,  Theft,  Destruction  or  Mutilation.  In case this Warrant  shall
become mutilated or defaced or be destroyed,  lost or stolen,  the Company shall
execute  and  deliver a new  Warrant  in  exchange  for and upon  surrender  and
cancellation of such mutilated or defaced Warrant or in lieu of and substitution
of such Warrant so  destroyed,  lost or stolen,  upon the Holder of such Warrant
filing the Company such evidence  satisfactory  to it that such Warrant has been
so mutilated, defaced, destroyed, lost or stolen and of the ownership thereof by
the  Holder;  provided,  however,  that  the  Company  shall be  entitled,  as a
condition to the execution and delivery of such new Warrant, to demand indemnity
satisfactory  to it and payment of expenses and charges  incurred in  connection
with the  delivery  of such new  Warrant,  except that no bond shall be required
from the Holder. All Warrants so surrendered to the Company shall be canceled.

     7. Record Owner.  At the time of the  surrender of this  Warrant,  together
with the form of  subscription  properly  executed  and payment of the  Exercise
Price,  the person  exercising  this Warrant shall be deemed to be the Holder of
record of the shares of Common Stock  deliverable upon such exercise,  in whole,
or in part, notwithstanding that the stock transfer of the Company shall then be
closed or that  certificates  representing such shares of Common Stock shall not
then be actually  delivered to such person.  The Company will pay all totes with
respect to the  issuance of this  Warrant or the shares of Common Stock issuable
upon exercise hereof, or thereof

     8. Fractional  Shares.  No fractional  Shares,  fractional  shares or scrip
representing fractional shares of Common Stock shall be issued upon the exercise
of this Warrant or  conversion of the Shares.  With respect to any fraction of a
Share called for on such  exercise,  the Holder  may elect to  receive,  and the
Company  shall  pay to the  Holder,  an amount  in cash  equal to such  fraction
multiplied by the Exercise  Price.  In the alternative,  the Holder may elect to
remit to the company 



<PAGE>



an  amount  in cash  equal to the  difference  between  such  fraction  and one,
multiplied  by the  Exercise  Price,  and the Company  will issue the Holder one
share of Preferred  Stock in addition to the number of whole shares  required by
the exercise of the Warrant;  provided,  however,  that the Company shall not be
obligated by the  operation  of this Section 8 to issue Shares in the  aggregate
exceeding the number of shares duty registered in accordance with the applicable
federal and state securities laws or as to which an exemption from  registration
has been determined to be available.

     9. Call-Provision.  The Company may call the warrants represented hereby in
the event that prior to the Exercise  Date,  provided the Company has registered
the underlying  Shares,  and the average closing price of the underlying  common
stock as adjusted herein, on any stock exchange,  public bulletin board or other
market place for any twenty  market days equals or exceeds $6.00 per share (US).
Such prices may be any combination of such markets and must not be from only one
source. Such call must be exercised by the Company giving ten days prior written
notice of the call to the holder  hereof.  After receipt of notice of call,  the
holder may exercise the warrant as provided  herein up until the  expiration  of
the notice period.  The call price shall be $1.00 per share of underlying shares
and shall be tendered  to holder upon  expiration  of the notice  period.  After
tender of the call price,  if the warrant is not exercised  prior  thereto,  the
warrant shall cease to exist.

     10. Original Issue Taxes. The Company will pay all United States, state and
local (but not foreign)  original issue taxes, if any, upon the issuance of this
Warrant or the Shares  deliverable  upon exercise hereof or the shares of Common
Stock upon conversion of the Shares.

     11. Mailing of notices, etc. All notices, and other communications from the
Company to the Holder of this Warrant shall be mailed by first-class  registered
or certified mail, return receipt requested,  postage prepaid, to the Holder, at
the address set forth in the records of the  Company,  or to such other  address
furnished  to the  Company  in  writing  from time to time by the Holder of this
Warrant.  All notices  from the Holder of this  Warrant to the Company  shall be
mailed to the Company at General American  Royalty,  Inc. d.b.a.  World CallNet,
Inc.,  Beacon  House  Meridian  Gate,  207 Marsh Wall,  London,  E149YT,  United
Kingdom, Attention: Paul Goodman-Simpson, President.

     12.  Registration  Under the Securities  Act of 1933.  This Warrant and the
Shares issuable upon exercise of this Warrant have not been registered under the
Securities Act or the securities  acts of any state or foreign country by virtue
of the Registration Statement. This Warrant and all replacement Warrants and all
Shares  issued  upon  exercise of the Warrant  shall bear the  following  legend
(unless a current registration statement for such shares is in effect):

            This Warrant,  and the securites  issuable upon the exercise
            of  this  Warrant,   have  not  been  registered  under  the
            Securites Act of 1933, as amended ("Securities Act") and may
            not be sold, transferred or otherwise disposed of unless (i)
            the Shares are  registered  under the Securities Act of 1933
            and  the  securities  act of any  state  applicable  to such
            sale, or (ii) the proposed  seller provides the Company with
            an




<PAGE>




            opinion of counsel that the  securities  are being sold in a
            transaction   which  is   except   from   the   registration
            requirements   of  the   Securities  Act  of  1933  and  any
            applicable   state   securities  acts  and  the  Company  is
            satisfied  that no  registration  statement is then required
            and that this Warrant and the  underlying  securities may be
            sold,  transferred  or  otherwise  disposed of in the manner
            contemplated  without  registration under the Securities Act
            of 1933 or any state securities act.

     13. Laws of the of Delaware. This Warrant shall be governed by, interpreted
under and construed in all respects in accordance  with the laws of the State of
Delaware,  irrespective  of the place of domicile or residence of any party.  In
the event of a  controversy  arising  out of the  interpretation,  construction,
performance  or breach of this Warrant,  the parties hereby agree and consent to
the  jurisdiction  and  venue  of  any  State  or  Federal  court  of  competent
jurisdiction.

     14. Entire Agreement and  Modification.  The Company and the Holder of this
Warrant hereby  represent and warrant that this Warrant is intended to and does,
contain and embody all of the  understandings  and agreements,  both written and
oral, of the parties  hereto with respect to the subject matter of this Warrant,
and that there exists no oral,  agreement or  understanding  express or implied,
whereby the absolute,  final and unconditional  character nature of this Warrant
be in any way  invalidated,  empowered or affected.  A modification or waiver of
any of the terms,  conditions  or  provisions of this Warrant shall be effective
only if made in writing and executed with the same formality as this Warrant.

     This  Warrant  will  become  wholly  void and of no effect  and the  rights
evidenced  hereby Will terminate  unless  exercised in accordance with the terms
and  provision  hereof at or before  5:00 P.M., London Time, on  the  Expiration
Date.

     IN WITNESS WHEREOF, the Company by its duty authorized officer has executed
this Warrant on this 30 day of November, 1998



Attest:                                  General American Royalty, Inc,
                                         d.b.a World CallNet, Inc..



/s/ L. Thompson                          By: /s/ Paul Goodman-Simpson
--------------------                         -----------------------------------
                                                 Paul Goodman-Simpson, President
<PAGE>

                                FORM OF EXERCISE


     The undersigned  hereby  irremovably elects to exercise the purchase rights
represented by this Warrant for, and to purchase thereunder,  ___________ Shares
of General American Royalty, Inc. d.b.a. World CallNet, Inc., a corporation, and
herewith  makes payment of $1.00 per share,  or at total of $________  therefor,
and requests that such Shares be issued to:


----------------------------------------------
(Print Name)


----------------------------------------------
 (Address)


----------------------------------------------
 (Taxpayer Identification Number)



 Dated:
        ----------------------           ---------------------------------------
                                         (Signature must conform in all respects
                                          to name of holder as  specified on the
                                          face of the Warrant)