NON-NEGOTIABLE SECURED PROMISSORY NOTE

FOR VALUE RECEIVED , i2 Telecom International, Inc., a Washington corporation (“Maker”), promises to pay to Vestal Venture Capital (“Payee”) located at 6471 Enclave Way, Boca Raton, Florida 33496 (or to such other person or persons and/or such other address as Payee may designate in writing to Maker), the principal sum of SIX HUNDRED THOUSAND DOLLARS ($600,000.00) (the “Principal Amount”), together with a loan origination fee, in the amount of SIXTY THOUSAND DOLLARS ($60,000.00) (the “Loan Fee”) plus interest thereon as provided for herein.

This Promissory Note shall bear interest on the Principal Amount hereof at a rate equal to 10.0% per annum, which interest shall be computed on the daily outstanding Principal Amount hereunder on a 360-day year. This Promissory Note shall paid by Maker the sooner of Ninety (90) days from the date hereof or within three (3) business days after the closing of a Five Million ($5,000,000) financing, (the “Financing”) in which the Maker has executed a term sheet and a copy is attached as (Exhibit A).

No later than three (3) business days after the Financing is completed, (the “Closing Date”), Maker shall pay to Payee the Principal Amount, the Loan Fee and all interest accrued on the Principal Amount from the date hereof until the Closing Date, payable in cash. Upon payment in full of the Principal Amount, the Loan Fee and interest, Payee shall no longer have any rights, and Maker shall no longer have any obligations, under this Promissory Note.

If the Closing Date does not occur within Ninety (90) days of the date hereof (the “Maturity Date”), then the entire Principal Amount of this Promissory Note, together with interest accrued thereon from the date hereof and the Loan Fee, shall be due and payable ON DEMAND by Payee at any time after the Maturity Date. If Payee makes a demand for paymen