SECURED TERM B NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

THIS NOTE IS REGISTERED WITH THE AGENT PURSUANT TO SECTION 24(B) OF THE SECURITY AGREEMENT (AS DEFINED BELOW).  TRANSFER OF ALL OR ANY PORTION OF THIS NOTE IS PERMITTED SUBJECT TO THE PROVISIONS SET FORTH IN SUCH SECTION 24(B) WHICH REQUIRE, AMONG OTHER THINGS, THAT NO TRANSFER IS EFFECTIVE UNTIL THE TRANSFEREE IS REFLECTED AS SUCH ON THE REGISTRY MAINTAINED WITH THE AGENT PURSUANT TO SUCH SECTION 24(B).

FOR VALUE RECEIVED, each of Rapid Link, Inc., a Delaware corporation (the “ Parent ”), and the other companies listed on Exhibit A attached hereto (such other companies together with the Parent, each a “ Company ” and collectively, the “ Companies ”), hereby, jointly and severally, promises to pay to Valens U.S. SPV I, LLC (the “ Holder ”) or its registered assigns or successors in interest, the sum of One Million Five Hundred Thousand Dollars ($1,500,000), together with any accrued and unpaid interest hereon, on March 31, 2011 (the “ Maturity Date ”) if not sooner indefeasibly paid in full.

Capitalized terms used herein without definition shall have the meanings ascribed to such terms in that certain Security Agreement dated as of the date hereof (as amended, restated, modified and/or supplemented from time to time, the “ Security Agreement ”) among the Companies, the Holder, each other Lender and LV Administrative Services, Inc., as administrative and collateral agent for the Lenders (the “ Agent ” together with the Lenders, collectively, the “ Creditor Parties ”).

The following terms shall apply to this Secured Term B Note (this “ Note ”):

1.1            Contract Rate .  Subject to Sections 2.2 and 3.9, interest payable on the outstanding principal amount of this Note (the “ Principal Amount ”) shall accrue at a rate per annum equal to ten percent (10%) (the “ Contract Rate ”).  Interest shall be (i) calculated on the basis of a 360 day year, and (ii) payable monthly, in arrears, commencing on the first business day of the month following the initial disbursement of funds hereunder and on the first business day of each consecutive calendar month thereafter through and including the Maturity Date, and on the Maturity Date, whether by acceleration or otherwise.

1.2            Principal Payments .  Amortizing payments of the Principal Amount shall be made, jointly and severally, by the Companies commencing on October 1, 2009 and on the first business day of each succeeding month thereafter through and including the Maturity Date (each, an “ Amortization Date ”).  Subject to Article III below, commencing on the first Amortization Date, the Companies shall make, jointly and severally, monthly payments to the Holder on each Amortization Date, each such payment in the amount of $65,000 together with any accrued and unpaid interest on such portion of the Principal Amount plus any and all other unpaid amounts which are then owing to the Holder under this Note, the Security Agreement and/or any other Ancillary Agreement (collectively, the “ Monthly Amount ”).  Any outstanding Principal Amount together with any accrued and unpaid interest and any and all other unpaid amounts which are then owing by the Companies to the Holder under this Note, the Security Agreement and/or any other Ancillary Agreement shall be due and payable on the Maturity Date.

1.3            Optional Redemption in Cash .  The Companies may prepay this Note in full (“ Optional Redemption ”) by paying to the Holder a sum of money equal to one hundred ten percent (110%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Security Agreement or any other Ancillary Agreement (the “ Redemption Amount ”) outstanding on the Redemption Payment Date (as defined below).  The Companies shall deliver to the Holder a written notice of redemption (the “ Notice of Redemption ”) specifying the date for such Optional Redemption (the “ Redemption Payment Date ”), which date shall be ten (10) business days after the date of the Notice of Redemption (the “ Redemption Period ”).  On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder.  In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.  In the event that the Redemption Amount is paid to the Holder within six (6) months of the date of issue of this Note, upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Companies fifty percent (50%) of any fees it received from the Companies on the date of issue of this Note.  If any Secured Term B Notes issued pursuant to the Security Agreement, in addition to this Note, are outstanding (collectively, the “ Outstanding Secured Term B Notes ”) and the Companies pursuant to this Section 1.4 elects to make an Optional Redemption, then the Companies shall take the same action with respect to all Outstanding Secured Term B Notes and make such payments to all holders of Outstanding Secured Term B Notes on a pro rata basis based upon the Redemption Amount of each Outstanding Secured Term B Note.

2.1            Events of Default .  The occurrence of any Event of Default under the Security Agreement shall constitute an event of default (“ Event of Default ”) hereunder.

2.2            Default Interest .  Following the occurrence and during the continuance of an Event of Default,