PROMISSORY
      NOTE

    


    
      	
              $463,097.96

            	 
	 	
              March
                21, 2006

            
	 	 


    

    FOR
      VALUE RECEIVED,
      iFreedom
      Communications International Holdings, Limited; iFreedom Communications
      Corporation; iFreedom Communications (Malaysia) Sdn. Bhd.; iFreedom
      Communications, Inc.; iFreedom Communications Hong Kong Limited and iFreedom
      UK,
      Ltd., jointly and severally, (collectively the “Payor”) promise to pay to the
      order of Fusion Telecommunications International, Inc. (the "Holder"), the
      amount of $463,097.96,
      along
      with any additional amount owed Holder for services sold to Payor as of March
      20, 2006 and other amounts that are or come due from Payor to Holder
      (collectively the “Indebtedness”). 

     

    Section
      1. 
      Payment.
      Payor
      shall pay the Indebtedness upon Holder’s written notice (the “Notice”) at which
      time the Payor shall have four (4) months to pay the entire amount demanded
      in
      the Notice in four (4) equal monthly installments (the “Installments”). Payment
      of the first (1st)
      installment will be due within five (5) days of the Notice and each remaining
      installment will be due thirty days thereafter from the previous installment
      due
      date until the balance is paid in full.

     

    Section
      2. Optional Prepayments.
      This
      Note
      may be prepaid in whole or in part at any time without premium or
      penalty.

     

    Section
      3. Place
      and Manner of Payment.
      Payments
      under this Note are to be made in United States currency to Holder at 420
      Lexington Avenue, Suite 518, New York, New York 10170 or at such other location
      designated in writing by Holder from time to time.

     

    Section
      4. Security
      for Note.
      This
      Note
      is secured by a security agreement by Payor to Holder dated this day on certain
      property of Payor dated this date ( referred to as “Collateral Agreements”) and
      all of the terms and conditions of the Collateral Agreements are incorporated
      herein and made a part hereof.

     

    Section
      5. Events
      of Default; Remedies.
      If
      any of
      the following events (each, an "Event
      of Default")
      shall
      occur:

     

    (a) Payor
      shall fail to make any payment due under this Note when due;

     

    (b) Payor
      shall at any time materially default in the observance or performance of any
      agreement contained herein;

     

    (c) there
      shall occur an event of default under any of the Collateral Agreements, the
      Assets Purchase Agreement between Payor and Holder or any other agreement
      related thereto;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) any
      of
      the representations and warranties made or deemed to be made herein or in the
      Collateral Agreements by Payor shall have been materially untrue as of the
      date
      hereof;

     

    (e) Payor
      shall become insolvent, or file a voluntary petition in bankruptcy, or if a
      petition in bankruptcy shall be filed against it, fails to pay its debts when
      due, or if any application for receivership of any nature be filed or a receiver
      be appointed of its property or assets then, and in any such event, Holder
      may,
      at its option, exercise any rights and remedies available under this Note,
      or at
      law or in equity. Holder's remedies include the right to declare all principal,
      interest and other sums outstanding under this Note to be immediately due and
      payable in full, to increase the rate of interest as provided in this Note
      to
      the Default Rate (as defined in Section 6), and to collect all sums owing from
      Payor as set forth hereunder. Holder's delay or failure to accelerate this
      Note
      or to exercise any other available right or remedy shall not impair any such
      right or remedy, nor shall it be construed to be a forbearance or
      waiver.

     

    (f) The
      entire amount due under this Note will accelerate without notice and become
      immediately due and payable.

     

    Section
      6. Default
      Rate.
      After
      the
      occurrence of an Event of Default and so long as the Event of Default is
      continuing, in addition to all other rights and remedies, the outstanding
      principal balance of this Note shall bear interest at the rate equal to fourteen
      percent (14%) per annum, or such lesser rate which is the maximum rate of
      interest permitted by law.

     

    Section
      7. Collection
      Costs.
      If an
      Event of Default hereunder occurs, Payor shall pay Holder the reasonable
      attorneys' fees and reasonable costs incurred to collect the unpaid principal
      balance and interest owing on this Note and otherwise to enforce Holder's rights
      and remedies under this Note or Collateral Agreements.

     

    Section
      8. No
      Waiver; Remedies Cumulative.
      No
      failure or delay in exercising any right or remedy hereunder operates as a
      waiver thereof. No single or partial exercise of any right or remedy hereunder
      precludes any other or further exercise of any right or remedy hereunder or
      thereunder. Except as expressly provided herein, the exercise of any right
      or
      remedy hereunder does not preclude the simultaneous or later exercise of any
      other rights or remedies available at law or in equity. No amendment or waiver
      of any provision of this Note, nor consent to any departure by Payor herefrom,
      shall in any event be effective unless the same shall be in writing and signed
      by Holder, and then such waiver or consent shall be effective only in the
      specific instance and for the specific purpose for which given.

     

    Section
      9. Successors
      and Assigns;
      Change-in-Control
      of Payor.
      This
      Note
      shall be binding on Payor and its successors and assigns and shall inure to
      the
      benefit of Holder and its successors and assigns. Payor shall have no right
      to
      assign this Note without the prior written consent of the Holder. The term
      "Holder" in this Note shall refer to the individual originally holding this
      Note
      or to any other future holder of this Note. In the event that there is a
      change-in-control of the Payor, (as herein defined), the Holder shall have
      the
      right to declare all principal, interest and other sums outstanding under this
      Note to be immediately due and payable in full, to increase the rate of interest
      as provided in this Note, and to collect all sums owing from Payor. Holder's
      delay or failure to accelerate this Note or to exercise any other available
      right or remedy shall not impair any such right or remedy, nor shall it be
      construed to be a forbearance or waiver. A “change-in-control” of Payor shall
      mean the occurrence of any of the following events:

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    (a) the
      agreement for or the consummation of any consolidation or merger of the Payor
      in
      which the Payor is not the continuing or surviving company; or

     

    (b) other
      than with the Holder, the agreement for or the consummation of any sale, lease,
      exchange or other transfer (in one transaction or a series of related
      transactions) of all, or substantially all, of the assets of the Payor; or
      

     

    (c) an
      approval by the shareholders of the Payor of any plan or proposal for the
      liquidation or dissolution of the Payor.

     

    Section
      10. GOVERNING
      LAW. THIS
      AGREEMENT AND ALL MATTERS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT,
      INCLUDING TORT CLAIMS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
      THE
      LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES
      THEREOF.

     

    Section
      11. Jurisdiction.
      Payor
      hereby irrevocably consents and agrees that any legal action, suit, or
      proceeding arising out of or in any way connected with this Note shall be
      instituted or brought only in the courts of the State of Florida, as Holder
      may
      elect. Payor further agrees that final judgment against it in any such legal
      action, suit or proceeding shall be conclusive and may be enforced in any other
      jurisdiction, within or outside the United States of America, by suit on the
      judgment, a certified or exemplified copy of which shall be conclusive evidence
      of the fact and the amount of the liability.

     

    Section
      12. Headings.
      All
      headings in this Agreement are for convenience of reference only and do not
      affect the meaning of any provision.

     

    Section
      13. Partial
      Invalidity.
      If any
      term or provision of this Note is at any time held to be invalid by any court
      of
      competent jurisdiction, such invalidity shall not affect the remaining terms
      and
      provisions of this Note, which shall continue to be in full force and
      effect.

     

    Section
      14. Waivers.
      Payor
      hereby waives set off, presentment, demand for payment, protect, notice of
      protest and notice of dishonor of this Note.

     

    Section
      15. Waiver
      of Trial by Jury. THE
      PAYOR HEREBY WAIVES TRIAL BY JURY IN ANY ACTION. 

     

    Section
      16. Negotiability.
      This
      Note
      is fully negotiable.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF,
      Payor
      has caused this Note to be duly executed as of the date first written
      above.

     

    Date: ______________

     

    PAYOR

    


    


    iFreedom
      Communications International Holdings, Ltd

     

    


    By:_________________

     

    Title_________________

    


    


    IFreedom
      Communications Holding

    
       

      


      By:_________________

       

      Title_________________

      


      


    

    IFreedom
      Communications (Malaysia) Sdn. Bhd.

    
 

    By:_________________

     

    Title_________________

    


    
 

    IFreedom
      Communications Inc.

    
 

    By:_________________

     

    Title_________________

    


    


    
 

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    IFreedom
      Communications Hong Kong Limited

    
 

    By:_________________

     

    Title_________________

    


    


    
 

    IFreedom
      UK, Ltd.

    


    


    By:_________________

     

    Title_________________

    


    


    
      
         

      

      
        -5-