NON-NEGOTIABLE SECURED PROMISSORY NOTE

FOR VALUE RECEIVED , i2 Telecom International, Inc., a Washington corporation (“Maker”), promises to pay to BRASWELL ENTERPRISES, L.P. (“Payee”) located at 13600 Diamond Point Road, Yucaipa, CA 92399 (or to such other person or persons and/or such other address as Payee may designate in writing to Maker), the principal sum of ONE-MILLION DOLLARS ($1,000,000.00) (the “Principal Amount”). Upon payment of the Principal Amount to Maker by Payee, PAUL R. ARENA, (the “Guarantor”) shall be released from any further liability

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 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 and interest, Payee shall no longer have any rights, and Make