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 Two HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) (the “Principal Amount”), together with a loan origination fee, in the amount of TWENT FIVE THOUSAND DOLLARS ($25,000.00) (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 12.0% 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 Sixty (60) days from the date hereof or within three (3) business days after the closing of a minimum of Four Million ($4,000,000) financing, (the “Financing”). Pre-payment of this Promissory Note shall occur in the following manner in the event less than $4,000,000 of Financing is completed: i) The Maker shall pay the Payee Fifty (50%) percent of the total principal and interest due upon the Maker completing $2,000,000 in total debt and/or equity funding; ii) The Maker shall pay the Payee Seventy-Five (75%) percent of the total principal and interest due upon the Maker completing $3,000,000 in total debt and/or equity funding; and iii) The Maker shall pay the Payee One-Hundred (100%) percent of the total principal and interest due upon the Maker completing $4,000,000 in total debt and/or equity funding..

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 Sixty (60)