EMPLOYMENT AGREEMENT

WHEREAS , Employer is engaged in the telecommunications technology and related businesses, including but not limited to internet telecommunication services, hardware and software development and sales, and information technology (the “Telecommunications Technologies”); and conducts research, experimentation, development, and exploitation of related technologies and engages in other businesses; and

WHEREAS , Employer desires to employ Employee to serve as Chief Financial Officer of the Employer , and Employee desires to be employed by Employer in such capacities pursuant to the terms and conditions hereinafter set forth.

NOW THEREFORE , in consideration of the foregoing and the mutual promises and covenants herein contained, it is agreed as follows:

1.            EMPLOYMENT: DUTIES AND RESPONSIBILITIES

Employer hereby employs Employee as Chief Financial Officer of the Employer.   S ubject at all times to the direction of the Chief Executive Officer of the Employer, Employee shall have direct responsibility over all financial matters of the Employer.  Employee will also perform other services and duties as the Chief Executive Officer and/or Board of Directors shall determine.  Employee’s permanent job site shall be in the Dallas/Ft. Worth, Texas area.  Employee shall serve, by mutual consent, in such other positions and offices of the Employer and its affiliates, if selected, without any additional compensation.

2.            FULL TIME EMPLOYMENT

Employee hereby accepts employment by Employer, upon the terms and conditions contained herein, and agrees that during the term of this Agreement the Employee shall devote substantially all of his business time, attention, and energies to the business of the Employer. Employee, during the term of this Agreement, will not perform any services for any other business entity, whether such entity conducts a business which is competitive with the business of Employer or is engaged in any other business activity; provided, however, that nothing herein contained shall be construed as (a) preventing Employee from investing his personal assets in any business or businesses which do not compete directly or indirectly with the Employer, provided such investment or investments do not require any services on his part in the operation of the affairs of the entity in which such investment is made and in which his participation is solely that of an investor, (b) preventing Employee from purchasing securities in any corporation whose securities are regularly traded, if such purchases shall not result in his owning beneficially, at any time, more than 5% of the equity securities of any corporation engaged in a business which is competitive, directly or indirectly, to that of Employer, or (c) preventing Employee from engaging in any other activities, if he receives the prior written approval of the Board of Directors of Employer with respect to his engaging in such activities.

3.            RECORDS

In connection with his engagement hereunder, Employee shall accurately maintain and preserve all notes and records generated by Employer which relate to Employer and its business and shall make all such reports, written if required, as Employer may reasonably require.

4.            TERM

Employee’s employment hereunder shall be for a single twelve month period (the “Initial Term”), to commence on August 24, 2009 and end twelve months from the date of this Agreement.  Thereafter, the Employer may elect to extend employment to Employee for one or more additional twelve-month periods (the “Subsequent Term”), commencing twelve months from the date hereof.  A twelve-month period shall be deemed a Contract Year.  For all compensation and benefit purposes, other than those specifically addressed herein, the Employee shall be deemed to have been continually employed with the Employer from August 24, 2009.

5.            SALARY

As full compensation (“Base Salary”) for the performance of his duties on behalf of Employer, Employee shall be compensated as follows:

(i)            Base Salary . Employer, during the Initial Term hereof, shall pay Employee a base salary at the rate of Fifteen Thousand, Eight Hundred and Thirty-Three Dollars and 33/100 ($15,833.33) per month, payable semi-monthly commencing on the date hereof.

(ii)            Annual Bonus . In addition to the Base Salary, Employee will be eligible for an annual performance bonus in an amount up to fifty percent (50%) of Base Salary, to be payable upon achievement of performance goals and objectives to be mutually agreed upon by the Employee and the Employer’s Board of Directors in advance of the relevant performance period.

(iii)            Other Meritorious Adjustments . The Employer’s Board of Directors may, in their sole discretion, consider other meritorious adjustments in compensation, or a bonus, under appropriate circumstances, including the conception of valuable or unique inventions, processes, discoveries or improvements capable of profitable exploitation.

(i)            Incentive Stock Options . Employee shall be eligible to receive options, under Employer’s i2 Telecom International, Inc. Incentive Stock Option Plan (the “ISO Plan”) during the Term of this Agreement as determined by the Employer’s Board of Directors from time to time.

(ii)            Change of Control .  In the event of a merger, acquisition or sale transaction by the Employer which causes a Change of Control of the Employer (“the Trigger Event”), any stock options or similar securities held beneficially by the Employee shall automatically become fully   vested.  For purposes of this Section 6, Change of Control shall mean the occurrence of any of the following events:  (i) a majority of the outstanding voting stock of Employer shall have been acquired or beneficially owned by any person (other than Employer or a subsidiary of Employer) or any two or more persons acting as a partnership, limited partnership, syndicate or other group, entity or association acting in concert for the purpose of voting, acquiring, holding, or disposing of voting stock of Employer; or (ii) a merger or a consolidation of Employer with or into another corporation, other than (A) a merger or consolidation with a subsidiary of Employer, or (B) a merger or consolidation in which the holders of voting stock of Employer immediately prior to the merger as a class hold immediately after the merger at least a majority of all outstanding voting power of the surviving or resulting corporation or its parent; or (iii) a statutory exchange of shares of one or more classes or series of outstanding voting stock of Employer for cash, securities, or other property, other than an exchange in which the holders of voting stock of Employer immediately prior to the exchange as a class hold immediately after the exchange at least a majority of all outstanding voting power of the entity with which Employer stock is being exchanged; or (iv) the sale or other disposition of all or substantially all of the assets of Employer, in one transaction or a series of transactions, other than a sale or disposition in which the holders of voting stock of Employer immediately prior to the sale or disposition as a class hold immediately after the exchange at least a majority of all outstanding voting power of the entity to which the assets of Employer are being sold; or (v) the liquidation or dissolution of Employer.

(iii) In the event the Employee is terminated by Employer subsequent to a merger, acquisition or sale transaction by the Employer causing the Trigger Event, then any stock, options or similar securities held beneficially by the Employee shall automatically become 100% vested and the Employee shall be entitled to an additional number of options equal to 30% of the Employee’s total ISO Plan position at the time of the Trigger Event.  Such additional shares shall be priced at the then prevailing value of the Common Stock vested as determined by the Employer’s Board of Directors

7.            BUSINESS EXPENSES

The Employer also shall reimburse the Employee for all business expenses incurred by Employee in the performance of his duties hereunder including, but not limited to, travel on business, attending technical and business meetings, professional activities, and customer entertainment, such reimbursement to be made in accordance with regular Employer policy and within a reasonable period following Employee’s presentation of the details of, and proof of, such expenses.

8.            FRINGE BENEFITS

(i)           During the term of this Agreement, Employer shall provide to Employee, at its sole expense, hospitalization, major medical, life insurance and other fringe benefits on the same terms and conditions as it shall afford other senior management employees. Nothing herein shall require Employee to obtain or maintain such coverage.

(ii)           During the term of this Agreement, Employer shall provide paid vacation, to Employee, which accrues from the date of execution of this Agreement. The annual paid vacation earned for each Contract Year is: (i) three (3) weeks per Contract Year for the first three (3) Contract Years of full-time employment; (ii) four (4) weeks per Contract Year for more than three (3) and up to seven (7) Contract Years of full-time employment; and (iii) five (5)   weeks per Contract Year for more than seven (7) Contact Years of full-time employment.

9.            SUBSIDIARIES

For the purposes of this Agreement all references to business products, services and sales of Employer shall include those of Employer’s affiliates.

10.            INVENTORIES: SHOP RIGHTS

All systems, inventions, discoveries, apparatus, techniques, methods, know-how, formulae or improvements made, developed or conceived by Employee during Employee’s employment by Employer, whenever or wherever made, developed or conceived, and whether or not during business hours, which constitute an improvement, on those heretofore, now or at any during Employee’s employment, developed, manufactured or used by Employer in connection with the manufacture, process or marketing of any product heretofore or now or hereafter developed or distributed by Employer, or any services to be performed by Employer or of any product which shall or could reasonably be manufactured or developed or marketed in the reasonable expansion of Employer’s business, shall be and continue to remain Employer’s exclusive property, without any added compensation