Exhibit 4.04

THE OPTION AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  NEITHER THIS OPTION NOR SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE UNLESS THEY HAVE BEEN REGISTERED IN AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS.

OPTION TO PURCHASE SHARES

OF COMMON STOCK OF GLOBALTEL IP, INC.

GLOBALTEL IP, INC. a Florida corporation (the “Company”) hereby grants to ___________  (hereinafter the “Holder”), an Option (the “Option”) to purchase __________ shares (the “Shares”) of the common stock of the Company, $.001 par value, (the “Common Stock”) at the purchase prices per Share set forth in Section 1 below (the “Exercise Prices”) (the number of Shares and Exercise Prices being subject to adjustment, as hereinafter provided) upon the terms and conditions herein set forth.


1.

Exercise of Option.

(a) Except as otherwise set forth in this Section 1, this Option may be exercised upon presentation and surrender of this Option Certificate, with the attached Purchase Form (Exhibit A hereto) duly executed, at the principal office of the Company, at 7999 North Federal Hwy, Suite 401, Boca Raton, FL 33487 or at such other place as the Company may designate by notice to the Holder, together with a certified bank or cashier’s check payable to the order of Inc. in the amount of the Exercise Price times the number of Shares being purchased. This Option may be exercised in whole or in part. In case of exercise hereof in part only, the Company, upon surrender hereof, will deliver to the Holder a new Option Certificate of like tenor entitling the Holder to purchase the number of Shares as to which this Option has not been exercised.

(b) This Option to purchase the common stock of the Company may be exercised in whole or in part at any time beginning on the respective dates follows:

Number of Shares

Exercise Price

Beginning Dates

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(c)

Notwithstanding anything herein to the contrary,

i.

The Option expires at 5 P.M. Eastern Time on February 28, 2010  and cannot be exercised thereafter (the “Expiration Date”);

ii.

Prior to the Expiration Date, the Option shall be exercisable only during the time, if any, in which the Company is required to file reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and is then current in the filing of such reports.

2.

Purchased and Underlying Shares.

(a) Upon surrender of this Option Certificate and payment of the Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to the Holder, a certificate or certificates for the number of full shares of Common Stock comprising the applicable number of Shares so purchased upon the exercise of this Option (the “Purchased Shares”), together with cash, as provided in Section 9 hereof, in respect of any fractional Shares otherwise issuable upon such surrender. Such certificate or certificates shall be deemed to have been issued, and any person named therein shall be deemed to have become a holder of record of such Shares, as of the date of surrender of this Option and payment of the Exercise Price, as aforesaid, notwithstanding that the certificates representing such Shares shall not actually have been delivered or that the transfer shall not have been reflected on the stock transfer books of the Company.

(b) The Company shall at all times keep reserved so long as this Option remains outstanding, out of its authorized shares of Common Stock, such number of Shares as shall continue to be subject to purchase under this Option (the “Underlying Shares”). Every transfer agent for the Common Stock issuable upon the exercise of this Option shall be irrevocably authorized and directed at all times to reserve such number of authorized Shares as shall be requisite for such purpose.

3.

Rights and Obligations of Option Holder.

(a) The Holder of this Option shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or in equity. The rights of the Holder of this Option are limited to those expressed herein and the Holder of this Option, by its acceptance hereof, consents to and agrees to be bound by and to comply with all the provisions of this Option Certificate, including, without limitation, all the obligations imposed upon the Holder by Section 5 hereof.



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(b) The Holder of this Option, as such, shall not be entitled to vote or receive dividends or to be deemed the holder of Shares for any purpose, nor shall anything contained in this Option Certificate, as such, confer upon the Holder any of the rights of a shareholder of the Company including, but not limited to, any right to vote, give or withhold consent to any action by the Company, whether upon any recapitalization, issue of stock, reclassification of stock, consolidation, merger, share exchange, conveyance or otherwise, receive notice of meetings or other action affecting shareholders (except for the notices provided for herein), receive dividends, receive subscription rights, or any other right until this Option shall have been exercised and the Holder shall have become the record holder of the Shares, as provided herein.

4. Purchased Shares. The Company covenants and agrees that all Purchased Shares to be delivered upon proper exercise of this Option shall be recorded on the books of the Company in the name of the Holder and shall be duly and validly authorized and issued, fully paid and non-assessable, and free from all preemptive rights, taxes (other than transfer taxes), liens, charges and security interests created by the Company with respect to the issuance thereof.

5.

Disposition of Options or Shares.

(a) The Holder of this Option and/or any transferee hereof or of the Purchased Shares by its acceptance hereof or thereof, hereby understands and agrees that neither this Option nor the Purchased Shares have been registered under either the Securities Act of 1933 (the “1933 Act”) or applicable state securities laws (the “State Acts”) and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) except upon the issuance to the Company of a favorable opinion of counsel or submission to the Company of such evidence as may be reasonably satisfactory to counsel to the Company, in each such case, to the effect that any such transfer shall not be in violation of the 1933 Act of and the State Acts. In addition, it shall be a condition to the transfer of this Option that any transferee hereof deliver to the Company its written agreement to accept and be bound by all of the representations, terms and conditions of this Option Certificate. This Option shall not be assignable except upon the express written consent of the Company.

(b) The stock certificates of the Company that will evidence the Purchased Shares may be imprinted with a conspicuous legend in substantially the following form:

“The securities represented by this certificate have not been registered under either the Securities Act of 1933 or applicable state securities laws and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the holder except upon the issuance to the Company of a favorable opinion of its counsel or submission to the Company of such other evidence as may be reasonably satisfactory to counsel to the Company, in each such case, to the effect that any such transfer shall not be in violation of the Securities Act of 1933 and applicable state securities laws.”

The Company has not agreed to register the Option or any of the Purchased Shares for distribution under the 1933 Act or the State Acts. Accordingly, the Option and the Purchased Shares may be required to be held indefinitely, unless and until registered under the 1933 Act and the State Acts, or unless an exemption from such registration is available (in which case the Holder may still be limited as to the number of such Shares that may be sold).



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6.

Representations.

(a) Risk Factors. The Holder understands and acknowledges that (i) this Option and the Purchased Shares are unregistered, restricted securities and are not readily marketable, (ii) the Company has never operated on a profitable basis and that there can be no assurance that it will operate profitably in the future, and (iii) there is an extremely high degree of risk in investing in the Shares and the Holder must be able to bear the economic risk of the loss of the entire investment in the Shares upon any exercise of the Option.

(b) Knowledge and Experience; Financial Capability and Net Worth. The Holder has (i) such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risk of the investment in the Shares, (ii) had such risks explained to the Holder and has determined that such investment is suitable for the Holder in view of his financial circumstances and available investment opportunities, (iii) sufficient net worth and income to bear the economic risk of investment in the Purchased Shares, and (iv) no need for liquidity of the investment and no reason to anticipate any change in the Holder’s financial circumstances which may cause or require any sale, transfer or other distribution of the Purchased Shares.

(c) Information. The Holder agrees that it shall be the Holder’s responsibility to request such information with respect to the Company as the Holder and the Holder’s advisors deem appropriate to evaluate the risks and merits of investment in the Purchased Shares at the time that the Holder exercises this Option.

7. Adjustments. The number of Shares purchasable upon the exercise of this Option, and the Exercise Prices, shall be subject to adjustment from time to time upon the occurrence of any of the events enumerated below at any time prior to the exercise of this Option in full.

(a) In case the Company shall: (i) pay a dividend, or make a distribution on the Common Stock, in shares of Common Stock or any other of its capital stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of its capital stock into a smaller number of shares of Common Stock, or (iv) issue, by reclassification of its shares of Common Stock, any shares of capital stock (including any reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), the amount of Shares purchasable upon the exercise of this Option immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive upon exercise of this Option that number of Shares (or other capital stock of the Company) which the Holder would have owned or would have been entitled to receive after the happening of such event had the Holder exercised this Option immediately prior to the record date, in the case of any such dividend, or the effective date, in the case of any such subdivision, combination or reclassification. An adjustment made pursuant to this subsection (a) shall be made whenever any of such events shall occur, but shall become effective retroactively after such record date or such effective date, as the case may be, as to any portion of this Option exercised between such record date or effective date and the date of happening of any such event.



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(b) If the Company shall issue, by reorganization or reclassification of its Common Stock (including any such reorganization or reclassification in connection with a consolidation or merger of the Company with another corporation, provided the Company is the surviving corporation) other securities or property of the Company, the Holder shall thereafter have the right to receive upon exercise of this Option the kind and number of shares of stock or other securities or property which he would have been entitled to receive upon the happening of any such reorganization or reclassification, had this Option been exercised immediately prior thereto; and, in any case, appropriate adjustment (as determined by the Board of Directors in good faith) shall be made in the application of the provisions herein set forth with respect to rights and interests thereafter of the Holder, to the end that the provisions set forth herein shall thereafter be applicable, as near as reasonably practical, in relation to any shares of stock or other securities or other property thereafter deliverable upon the exercise of this Option. Any adjustment made pursuant to this subparagraph (b) shall become effective retroactively to the effective date of such reorganization or reclassification.

(c) If the Company shall issue, sell, grant or distribute to all or substantially all holders of shares of Common Stock evidences of indebtedness, any other securities of the Company (including, without limitation, rights, Options, warrants or convertible or exchangeable securities entitling the holders thereof to subscribe for, purchase, or convert or exchange securities into, shares of Common Stock, whether or not immediately exercisable) or any property or other assets (other than cash), and if such issuance, sale, grant or distribution does not otherwise constitute an event requiring adjustment under this Section 7 (any such nonexcluded event being herein called a “Special Dividend”), then, effective upon the record date of the Special Dividend, the Holder shall be entitled to receive, upon exercise of this Option (and the payment of the consideration, if any, payable to the Company for such Special Dividend under the terms of its issuance, sale, grant or distribution), the Special Dividend which the Holder would have been entitled to receive if this Option had been exercised immediately prior to the record date of the Special Dividend.

(d) In case the Company shall make a distribution to all holders of the Common Stock of stock of a subsidiary of the Company or securities convertible into or exercisable for such stock, then in lieu of an adjustment in the Exercise Price or the number of Shares purchasable upon the exercise of the Option, the Holder, upon the exercise of this Option at any time after such distribution, shall be entitled to receive from the Company, such subsidiary or both, as the Company shall determine, the stock or other securities to which such Holder would have been entitled if such Holder had exercised this Option immediately prior thereto, all subject to further adjustment as provided in this Section 7, and the Company shall reserve, for the life of this Option, such securities of such subsidiary.

 

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(e) If there shall be any consolidation or merger to which the Company is a party, other than a consolidation or a merger in which the Company is a continuing corporation and which does not result in any reclassification of, or change (other than a change in respect of which an adjustment is required under any other provision of this Section 7 or a change in par value) in, outstanding shares of Common Stock, or any sale or conveyance of the property of the Company as an entirety or substantially as an entirety (any such event being called a “Capital Reorganization”), then, effective upon the effective date of such Capital Reorganization, the Holder shall have the right to purchase, upon exercise of this Option, the kind and amount of shares of stock and other securities and property (including cash) which the Holder would have owned or have been entitled to receive after such Capital Reorganization if this Option had been exercised immediately prior to such Capital Reorganization (assuming the Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon such Capital Reorganization). As a condition of effecting any Capital Reorganization, the Company or the successor or surviving corporation, as the case may be, shall execute and deliver to the Holder and to the Company an agreement as to the Holder’s rights in accordance with this Section 7, providing for subsequent adjustments as nearly equivalent as may be practicable to the adjustments provided for in this Section 7. The provisions of this subparagraph shall similarly apply to successive Capital Reorganizations.

(f) After any adjustment of the number or kind of shares or other securities or property issuable upon exercise of this Option pursuant to the provisions of this Section, the respective Exercise Prices shall also be adjusted so that the aggregate Exercise Prices thereafter payable upon exercise of the then unexercised portion of the Option shall be equal to the aggregate Exercise Price which would have been payable upon exercise of this Option immediately prior to such adjustment.

(g) No adjustment shall be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the number of the Underlying Shares; provided, however, that any adjustments which by reason of this subsection are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 7 shall be made to the nearest one-hundredth of a Share.

(h) Whenever the number of Shares purchasable hereunder is adjusted as herein provided, the Company shall cause to be mailed to the Holder in accordance with the provisions of this Section a notice (i) stating that the number of Shares purchasable upon exercise of this Option has been adjusted, (ii) setting forth the adjusted number of Underlying Shares, (iii) setting forth the adjusted Exercise Price, and (iv) showing in reasonable detail the computations and the facts, including the amount of consideration, if any, received or deemed to have been received by the Company, upon which such adjustments are based. Such notice shall be conclusive as to the correctness of the adjustment of the Underlying Shares and Exercise Price unless objected to by the Holder within 30 days following the receipt of such notice by such Holder. If the Holder objects to the adjustment as set forth in such notice a representative of the Company shall meet with the Holder at such mutually convenient time or times as shall be mutually acceptable to the parties in order to agree as to the correct adjustment. If the Company and the Holder are unable to agree as to the correctness of the adjustment, the matter shall be submitted to a mutually acceptable firm of independent certified public accountants, whose determination as to the correct adjustment shall be conclusive and binding upon the Company and the Holder.



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(i) The Company shall cause written notice of any Special Dividend to be mailed to the Holder at the earliest practicable time (and, in any event, not less than 10 days before the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such Special Dividend).

8. Liquidation or Dissolution. In case the Company dissolves or liquidates, the Company shall make appropriate provision so that the securities or property, as the case may be, which would be received by the Holder upon the exercise of this Option at the time immediately prior to the effective date of such dissolution or liquidation, will be available to the Holder from the liquidating trust; provided that the Holder shall make the determination as to whether to exercise this Option within six months of the effective date of dissolution or liquidation, at which time this Option shall be terminated and of no further force or effect and the Holder’s rights under this Option shall be automatically terminated.

9. Fractional Shares. No fraction of a Share shall be required to be delivered upon the exercise of this Option or any portion hereof. If any fractional interest in a Share shall be deliverable upon the exercise of this Option, the Company shall make an adjustment therefor in cash equal to such fraction multiplied by the Current Market Price of the Shares on the business day next preceding the day of exercise. For purposes of this Option, the “Current Market Price” per share of Common Stock at any date shall be (i) if the shares of Common Stock are listed on any national securities exchange, the daily closing price on the date of determination; (ii) if the shares of Common Stock are not listed on any national securities exchange but are quoted or reported on the National Association of Securities Dealers, Inc., Automated Quotation System (“NASDAQ”), the last quoted price or, if not quoted, the average of the high bid and low asked price as reported by NASDAQ, as the case may be; and (iii) if the shares of Common Stock are neither listed on any national securities exchange nor quoted or reported on NASDAQ, the closing bid price in the over-the-counter market as furnished by any NASDAQ member firm that is selected from time to time by the Company.

10. No Impairment. The Company shall not by any action including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Option, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of Common Stock receivable upon the exercise of this Option above the amount payable therefor upon such exercise immediately prior to such increase in par value, and (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Option.


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11. Remedies. The Company stipulates that the remedies at law of the Holder in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Option are not and will not be adequate and that, without limiting any other remedy available at law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof. The rights and remedies of the Holder are cumulative and not exclusive of any rights or remedies which the Holder might otherwise have.

12. Loss or Destruction. Upon receipt of evidence satisfactory to the Company of the loss, theft, mutilation or destruction of this Option Certificate, the Company shall, upon its receipt of an indemnity agreement or bond reasonably satisfactory in form, substance and amount to the Company or, in the case of any such mutilation, upon surrender and cancellation of this Option Certificate, the Company at its expense will execute and deliver to the Holder, in lieu thereof, a new Option Certificate of like tenor.

13. Survival. The various rights and obligations of the Holder hereof as set forth herein shall survive the exercise of this Option at any time or from time to time and the surrender of this Option Certificate.

14. Notices. Whenever any notice, payment of any purchase price or other communication (any such notice, payment or other communication, a “Delivery”) is required to be given or delivered under the terms of this Option, it shall be in writing and delivered by hand delivery or Federal Express or registered or certified United States mail, postage prepaid and return receipt requested, and will be deemed to have been given or delivered on the date such notice, purchase price or other communication is so delivered. Any Delivery to the Company, shall be addressed to the Company at its then principal place of business  or to such other address as the Company may hereafter designate to the Holder in writing; any Delivery to the Holder shall be addressed to such Holder at the address set forth in the Company’s records or such other address as the Holder may hereafter designate to the Company in writing.

15. Change; Waiver. Neither this Option nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. No failure or delay of the Holder in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

16. Covenants to Bind Successor and Assigns. The terms of this Option shall bind the successors and permitted assigns of the Holder and the Company.

17. Severability. In case any one or more of the provisions contained in this Option shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.



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GLOBALTEL IP, INC

By: ____________________

Name:

Title:

Date Signed: ______________



AGREED TO THIS ______  DAY OF ______ , 2006

________________________________


EXHIBIT A   PURCHASE FORM

TO: GLOBALTEL IP, INC

The undersigned hereby irrevocably elects to exercise the Option evidenced by the attached Option Certificate to the extent of [NUMBER] shares of the Common Stock of INC., and hereby makes payment of [AMOUNT] in accordance with the provisions of Section 1 of the Option Certificate in payment of the purchase price thereof.

Name of Holder: __________________________________________

(Please type or print)

Signature of Holder: _______________________________________

Address of Holder: ________________________________________



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