EXHIBIT II

                                 [FORM OF NOTE]

                                 PROMISSORY NOTE

$25,000,000.00                                                New York, New York
                                                                December 4, 1998

     FOR VALUE RECEIVED,  SMARTALK  TELESERVICES,  INC., a Delaware  Corporation
("Company"),  promises to pay to FLETCHER INTERNATIONAL LIMITED ("Payee") or its
assign, the lesser of (x) TWENTY-FIVE MILLION DOLLARS  ($25,000,000.00 ) and (y)
the unpaid  principal  amount of all advances  made by Payee to Company as Loans
under the Credit Agreement referred to below at the Maturity Date (as defined in
the Credit Agreement).

     Company  also  promises  to pay  interest  on the unpaid  principal  amount
hereof,  from the date hereof until paid in full,  at the rates and at the times
which shall be  determined  in  accordance  with the  provisions of that certain
Credit  Agreement  dated as of the date hereof (as it may be amended,  restated,
supplemented  or otherwise  modified from time to time, the "Credit  Agreement";
the terms defined therein and not otherwise  defined herein being used herein as
therein defined), by and between Company and the Payee.

     This Note is issued  pursuant to and entitled to the benefits of the Credit
Agreement,  to which  reference is hereby made for a more complete  statement of
the terms and conditions  under which the Loans  evidenced  hereby were made and
are to be repaid.

     All  payments of  principal  and  interest in respect of this Note shall be
made in lawful  money of the United  States of America in same day funds at such
place as shall be designated in writing for such purpose in accordance  with the
terms of the Credit Agreement.  Payee hereby agrees,  by its acceptance  hereof,
that  before  disposing  of this Note or any part hereof it will make a notation
hereon of all principal  payments  previously  made hereunder and of the date to
which interest hereon has been paid; provided, however, that the failure to make
a notation of any payment made on this Note shall not limit or otherwise  affect
the obligations of Company hereunder with respect to payments of principal of or
interest on this Note.



     Whenever  any payment on this Note shall be stated to be due on a day which
is not a  Business  Day,  such  payment  shall  be made on the  next  succeeding
Business Day and such extension of time shall be included in the  computation of
the payment of interest on this Note.

     This Note is subject to  mandatory  prepayment  as provided  in  subsection
2.4B(ii) of the Credit  Agreement  and to prepayment at the option of Company as
provided in subsection 2.4B(i) of the Credit Agreement.

     THIS NOTE AND THE RIGHTS AND  OBLIGATIONS  OF COMPANY  AND PAYEE  HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED  AND ENFORCED IN  ACCORDANCE  WITH,
THE LAWS OF THE STATE OF NEW YORK.

     Upon the  occurrence  of an Event of  Default,  the  unpaid  balance of the
principal  amount of this Note,  together  with all accrued and unpaid  interest
thereon,  may  become,  or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

     This Note is secured pursuant to the Collateral Documents.

     The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.

     This Note is subject to  restrictions on transfer or assignment as provided
in subsection 9.17 of the Credit Agreement.

     No reference  herein to the Credit  Agreement and no provision of this Note
or the Credit Agreement shall alter or impair the obligations of Company,  which
are absolute  and  unconditional,  to pay the  principal of and interest on this
Note  at the  place,  at the  respective  times,  and  in  the  currency  herein
prescribed.

     Company  promises  to pay all  costs  and  expenses,  including  reasonable
attorneys'  fees,  all as provided in  subsection  9.2 of the Credit  Agreement,
incurred  in the  collection  and  enforcement  of this  Note.  Company  and any
endorsers of this Note hereby  consent to renewals and  extensions of time at or
after  the  maturity  hereof,   without  notice,  and  hereby  waive  diligence,
presentment,  protest,  demand and notice of every kind and,  to the full extent
permitted by law, the right to plead any statute of  limitations as a defense to
any demand hereunder.



     IN WITNESS  WHEREOF,  Company has caused this Note to be duly  executed and
delivered by its officer  thereunto  duly  authorized  as of the date and at the
place first written above.

                                        SMARTALK TELESERVICES, INC.

                                        By: __________________________
                                            Name:
                                            Title: