LINE OF CREDIT PROMISSORY NOTE

$ 1,052,631.50

Date: April 26, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of David S. McEwen (“Lender”) the sum of up to One Million Fifty-Two Thousand Six Hundred Thirty-One and 50/100 U.S. Dollars (“Principal Amount”), together with interest at the rate of 10% per annum on the unpaid principal balance from time to time, commencing on the date hereof.

From each disbursement, Lender shall retain 5% of the amount requested (“Holdback”) as a set-up fee and compensation for Lender’s due diligence in connection with this Note.  Each Holdback shall, nonetheless, be added to the principal balance and shall accrue interest along with the amount actually disbursed and outstanding from time to time.  The principal sum of this Note includes a Holdback of up to $52,631.50 on total potential disbursements of up to $1,000,000.00, or so much thereof as may be disbursed by Lender to Borrower.

The entire Principal Amount, together with all interest accrued and unpaid, shall be due and payable on the first anniversary from the date hereof (“Maturity Date”).  Borrower may prepay this Note in whole or in part prior to the Maturity Date without penalty.  Any partial payments shall be applied first to costs of collection incident to any event of default, then to interest accrued but unpaid, then to reduction of the Principal Amount.

Should this Note be placed in the hands of an attorney for collection, Borrower promises to pay such reasonable attorney fees and other costs of collection as Lender may incur, whether or not suit is brought.  Borrower hereby waives demand, presentment, notice of dishonor, diligence in collecting, grace, and notice of protest.

VELATEL GLOBAL COMMUNICATIONS, INC.

By /s/ George Alvarez                                                          

     George Alvarez, its Chief Executive Officer