GUARANTY

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  i2 Telecom
  Michigan Guaranty                                                      Initials
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  -1996 Bankers Systems, Inc., St. Cloud, MN   C                         Page 2

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  i2 Telecom
  Michigan Guaranty                                                      Initials
                                                                        ------
  -1996 Bankers Systems, Inc., St. Cloud, MN   C                         Page 1

                                    GUARANTY
                          (Continuing Debt - Unlimited)

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  DATE AND PARTIES.   The date of this Guaranty is January 4, 2007.   The parties
and their addresses are:

     LENDER:
         UNIVERSITY BANK
         2015 Washtenaw
          Ann Arbor, Michigan   48104
         Telephone:   (734) 741-5858

     BORROWER:
         AUDREY L BRASWELL
         13600 DIAMOND POINT DR.
         YUCAIPA, California 92399

     GUARANTOR:
         I2 TELECOM
         a Delaware Corporation
         5070 Old Ellis Pointe
         Suite 1800
         Roswell, Georgia 30076

  1. DEFINITIONS. As used in this Guaranty, the terms have the following
meanings:
     A. Pronouns. The pronouns "I", "me" and "my" refer to all persons or
     entities signing this Guaranty, individually and together. "You" and "your"
     refer to the Lender. B. Note. "Note" refers to the document that evidences
     the Borrower's indebtedness, and any extensions, renewals, modifications
     and substitutions of the Note.
     C. Property. "Property" means any property, real, personal or intangible,
     that secures performance of the obligations of the Note, Debt, or this
     Guaranty.
  2. SPECIFIC AND FUTURE DEBT GUARANTY. For good and valuable consideration, the
  receipt and sufficiency of which is hereby acknowledged, and to induce you, at
  your option, to make loans or engage in any other transactions with the
  Borrower from time to time, I absolutely and unconditionally agree to all terms
  of and guaranty to you the payment and performance of each and every Debt, of
  every type, purpose and description that the Borrower either individually,
  among all or a portion of themselves, or with others, may now or at any time in
  the future owe you, including, but not limited to the following described
  Debt(s) including without limitation, all principal, accrued interest,
  attorneys' fees and collection costs, when allowed by law, that may become due
  from the Borrower to you in collecting and enforcing the Debt and all other
  agreements with respect to the Borrower.
  This guaranty includes all debt now and hereafter owed to University Bank.
  In addition, Debt refers to debts, liabilities, and obligations of the Borrower
  (including, but not limited to, amounts agreed to be paid under the terms of
  any notes or agreements securing the payment of any debt, loan, liability or
  obligation, overdrafts, letters of credit, guaranties, advances for taxes,
  insurance, repairs and storage, and all extensions, renewals, refinancings and
  modifications of these debts) whether now existing or created or incurred in
  the future, due or to become due, or absolute or contingent, including
  obligations and duties arising from the terms of all documents prepared or
  submitted for the transaction such as applications, security agreements,
  disclosures, and the Note.
  You may, without notice, apply this Guaranty to such Debt of the Borrower as
  you may select from time to time. 3. EXTENSIONS. I consent to all renewals,
  extensions, modifications and substitutions of the Debt which may be made by
  you upon such terms and conditions as you may see fit from time to time without
  further notice to me and without limitation as to the number of renewals,
  extensions, modifications or substitutions.
  4.   UNCONDITIONAL LIABILITY. I am unconditionally liable under this Guaranty,
     regardless of whether or not you pursue any of your remedies against the
     Borrower, against any other maker, surety, guarantor or endorser of the
     Debt or against any Property. You may sue me alone, or anyone else who is
     obligated on this Guaranty, or any number of us together, to collect the
     Debt. My liability is not conditioned on the signing of this Guaranty by
     any other person and further is not subject to any condition not expressly
     set forth in this Guaranty or any instrument executed in connection with
     the Debt. My obligation to pay according to the terms of this Guaranty
     shall not be affected by the illegality, invalidity or unenforceability of
     any notes or agreements evidencing the Debt, the violation of any
     applicable usury laws, forgery, or any other circumstances which make the
     indebtedness unenforceable against the Borrower. I will remain obligated to
     pay on this Guaranty even if any other person who is obligated to pay the
     Debt, including the Borrower, has such obligation discharged in bankruptcy,
     foreclosure, or otherwise discharged by law.
  5.   BANKRUPTCY. If a bankruptcy petition should at any time be filed by or
     against the Borrower, the maturity of the Debt, so far as my liability is
     concerned, shall be accelerated and the Debt shall be immediately payable
     by me. I acknowledge and agree that this Guaranty, and the Debt secured
     hereby, will remain in full force and effect at all times, notwithstanding
     any action or undertakings by, or against, you or against any Property, in
     connection with any obligation in any proceeding in the United States
     Bankruptcy Courts. Such action or undertaking includes, without limitation,
     valuation of Property, election of remedies or imposition of secured or
     unsecured claim status upon claims by you, pursuant to the United States
     Bankruptcy Code, as amended. In the event that any payment of principal or
     interest received and paid by any other guarantor, borrower, surety,
     endorser or co-maker is deemed, by final order of a court of competent
     jurisdiction, to have been a voidable preference under the bankruptcy or
      insolvency laws of the United States or otherwise, then my obligation will
     remain as an obligation to you and will not be considered as having been
     extinguished.
  6.   REVOCATION. I agree that this is an absolute and unconditional Guaranty. I
      agree that this Guaranty will remain binding on me, whether or not there
     are any Debts outstanding, until you have actually received written notice
     of my revocation or written notice of my death or incompetence. Notice of
     revocation or notice of my death or incompetence will not affect my
     obligations under this Guaranty with respect to any Debts incurred by or
     for which you have made a commitment to Borrower before you actually
     receive such notice, and all renewals, extensions, refinancings, and
     modifications of such Debts. I agree that if any other person signing this
     Guaranty provides a notice of revocation to you, I will still be obligated
     under this Guaranty until I provide such a notice of revocation to you. If
     any other person signing this Guaranty dies or is declared incompetent,
     such fact will not affect my obligations under this Guaranty.
  7.   PROPERTY. I agree that any Property may be assigned, exchanged, released in
     whole or in part or substituted without notice to me and without defeating,
     discharging or diminishing my liability. My obligation is absolute and your
     failure to perfect any security interest or any act or omission by you
     which impairs the Property will not relieve me or my liability under this
     Guaranty. You are under no duty to preserve or protect any Property until
     you are in actual or constructive possession. For purposes of this
     paragraph, you will only be in "actual" possession when you have physical,
     immediate and exclusive control over the Property and have accepted such
     control in writing. Further, you will only be deemed to be in
     "constructive" possession when you have both the power and intent to
     exercise control over the Property.
  8.   DEFAULT. I will be in default if any of the following occur: A. Payments. I
     fail to make a payment in full when due.
     B. Insolvency or Bankruptcy. The death, dissolution or insolvency of,
     appointment of a receiver by or on behalf of, application of any debtor
     relief law, the assignment for the benefit of creditors by or on behalf of,
     the voluntary or involuntary termination of existence by, or the
     commencement of any proceeding under any present or future federal or state
     insolvency, bankruptcy, reorganization, composition or debtor relief law by
     or against me, Borrower, or any co-signer, endorser, surety or guarantor of
     this Guaranty or any Debt.
     C. Business Termination. I merge, dissolve, reorganize, end my business or
     existence, or a partner or majority owner dies or is declared legally
     incompetent. D. Failure to Perform. I fail to perform any condition or to
     keep any promise or covenant of this Guaranty. E. Other Documents. A
     default occurs under the terms of any other document relating to the Debt.
     F. Other Agreements. I am in default on any other debt or agreement I have
     with you.
     G. Misrepresentation. I make any verbal or written statement or provide any
     financial information that is untrue, inaccurate, or conceals a material
     fact at the time it is made or provided. H. Judgment. I fail to satisfy or
     appeal any judgment against me.
     I. For