i2 Telecom International, Inc.


                            THE PRIVATE PLACEMENT OF
                               UP TO $1,000,000 OF
                         i2 TELECOM INTERNATIONAL, INC.
                                   CONSISTING
                                       OF
                                            COMMON STOCK
                                       AND
                   WARRANTS TO PURCHASE SHARES OF COMMON STOCK



                              SUBSCRIPTION BOOKLET





















No.____________________

Name _________________


<PAGE>



                            SUBSCRIPTION INSTRUCTIONS
                             (Please Read Carefully)

THE COMPANY RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION, IN WHOLE OR IN PART,
OR TO ALLOT TO ANY PROSPECTIVE PURCHASER FEWER THAN THE NUMBER OF UNITS
SUBSCRIBED FOR BY SUCH PURCHASER. ANY REPRESENTATION TO THE CONTRARY IS
UNAUTHORIZED AND MUST NOT BE RELIED UPON.

1.       This Subscription Booklet contains all of the materials necessary for
         you to purchase the Securities. Each Subscription Booklet contains:

          (1) an appropriate Questionnaire (Corporation, Partnership or
Individual) designed to enable you to demonstrate that you meet the minimum
legal requirements under Federal and State securities laws to purchase the
Securities; and

          (2) a Signature Page for the appropriate Questionnaire and the
Subscription Agreement containing representations relating to your subscription.

2.       After reading the Subscription Agreement, please fill in all applicable
         information. You must complete and sign ALL of the documents.

         This includes: (1) initialing and signing the applicable Questionnaire;
and (2) signing the Signature
Page.

3.       Payment for the Units must be made by (i) check payable to "i2 Telecom
         International, Inc.," forwarded together with the completed
         subscription documents to i2 Telecom International, Inc. at the address
         set forth below or (ii) by wire transfer pursuant to the following wire
         instructions:

                           Bank Name:                Wachovia Bank

                           Account Name:    i2 Telecom International, Inc.
                           Account No.:              9985960198
                           ABA Routing #:   063000021

4.       Send all completed documents, together with the requisite payment (if
         payment is made by check), to i2 Telecom International, Inc. at the
         following address:

                                    i2 Telecom International, Inc.
                                    5070 Old Ellis Pointe, Suite 110
                                    Roswell, GA 30076
                                    Attn: Paul R. Arena
         Checks Payable to:         i2 Telecom International, Inc.

                                      A-2
<PAGE>


PLEASE PRINT IN INK OR TYPE ALL INFORMATION. FAILURE TO COMPLY WITH THE ABOVE
INSTRUCTIONS WILL CONSTITUTE AN INVALID SUBSCRIPTION, WHICH, IF NOT CORRECTED,
WILL RESULT IN THE REJECTION OF YOUR SUBSCRIPTION REQUEST. EVEN IF CORRECTED,
THE DELAY MAY RESULT IN (1) THE ACCEPTANCE OF PURCHASERS WHOSE SUBSCRIPTION
BOOKLETS WERE INITIALLY RECEIVED BY THE COMPANY AFTER YOURS OR (2) THE OFFERING
BEING CLOSED WITHOUT YOUR SUBSCRIPTION REQUEST BEING CONSIDERED BY THE COMPANY.

                  THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES
AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


                                     A-3
<PAGE>





                         i2 Telecom International, Inc.

                             SUBSCRIPTION AGREEMENT



i2 Telecom International, Inc.
5070 Old Ellis Pointe, Suite 110
Roswell, GA 30076

Ladies and Gentlemen:

                  1. Subscription and Description of Securities. The undersigned
(the "Subscriber"), subject to the terms and conditions described in this
Subscription Agreement (this "Subscription Agreement"), hereby irrevocably
subscribes for and agrees to purchase from i2 Telecom International, Inc., a
Washington corporation ("i2Telecom " or the "Company"), a number of Common
Shares of the Company's securities (the "Units" or "Securities"), indicated on
the signature page hereof, at a price of $0.07 per share, and hereby tenders
this Subscription Agreement, together with a check or wire transfer in the full
amount of the purchase price of the Common Stock and Warrants being subscribed
for hereby payable to the Company.

For up to $1,000,000, the investors shall receive their pro-rata interest in
14,285,714 shares of i2Telecom's Common Stock, zero par value per share (the
"Common Stock") and a warrant to purchase up to 14,285,714 shares of Common
Stock exercisable over a 3-year period, at an exercise price per share equal to
(i) $0.07 from the date of issuance of the Warrant (the "Issue Date") until the
date which is thirty-six months thereafter. There may be one or more financial
closings at the discretion of the Company.

The Company's shares of common stock shall be trading at or above $0.10 per
share (the "Performance Price") as quoted by the Over-the-Counter Bulletin Board
by the date the registration statement covering the Securities becomes effective
(the "Effective Date") pursuant to the Registration Rights Agreement entered
into between Subscriber and the Company in connection with this Subscription
Agreement. If the Company's shares of common stock are not trading at or above
the Performance Price on the Effective Date, the Company shall be obligated to
issue an additional 4,285,716 shares of restricted common stock in the aggregate
to the Subscriber on a pro rata basis with such additional shares having
piggy-back registration rights.

The Subscriber agrees that this subscription shall be irrevocable and shall
survive the death or disability of the Subscriber. The Subscriber understands
that if this subscription is not accepted, in whole or in part, or the offering
is terminated pursuant to its terms or by the Company, all unaccepted funds will
be returned by the Company to the Subscriber, without interest, penalty, expense
or deduction.

IN MAKING AN INVESTMENT DECISION A SUBSCRIBER MUST RELY ON SUCH SUBSCRIBER'S OWN
EXAMINATION OF THE COMPANY, INCLUDING, BUT NOT LIMITED TO, ITS RECENT
ORGANIZATION, ABSENCE OF OPERATING HISTORY, PROPOSED BUSINESS, PROSPECTS,
MANAGEMENT, LACK OF FINANCIAL RESOURCES AS WELL AS THE TERMS OF THE OFFERING.
THE SECURITIES ARE SPECULATIVE IN NATURE AND THE PURCHASE OF ANY OF THE
SECURITIES INVOLVES A HIGH

                                      A-4
<PAGE>

DEGREE OF RISK. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE
SECURITIES  COMMISSION  OR  REGULATORY  AUTHORITY.   FURTHERMORE,  NONE  OF  THE
FOREGOING  AUTHORITIES  HAS CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF
ANY INFORMATION  FURNISHED BY THE COMPANY. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

                  2. Acceptance of Subscription. The Subscriber acknowledges and
agrees that the Company has the right to accept or reject this subscription, in
whole or in part, in its sole and absolute discretion, notwithstanding prior
receipt by the undersigned of notice of acceptance of this subscription, and
that this subscription shall be deemed to be accepted by the Company only when
it is signed on its behalf by an authorized officer of the Company and a fully
executed copy thereof is delivered to the Subscriber. This Subscription
Agreement either will be accepted or rejected, in whole or in part, as promptly
as practicable after receipt. Upon rejection of the subscription hereunder in
whole for any reason, all items received with this Subscription Agreement shall
be returned to the Subscriber without deduction for any fee, commission or
expense, and without accrued interest with respect to any money received, and
this Subscription Agreement shall be deemed to be null and void and of no
further force or effect. If the subscription hereunder is rejected in part for
any reason, the funds for such rejected portion of this subscription will be
returned by the Company to the Subscriber without deduction for any fee,
commission or expense, and without accrued interest with respect to such
returned funds, and this Subscription Agreement shall continue in force and
effect to the extent the subscription hereunder was accepted.

                  3. Representations, Warranties and Covenants of the
Subscriber. The Subscriber hereby represents warrants and acknowledges to and
covenants with the Company as follows:

                  3.1      Subscriber Information.

                           (a) "Accredited Investor". The Subscriber has
completed accurately the Subscriber Questionnaire attached hereto as Annex A and
meets the  requirements  of at least  one of the  suitability  standards  for an
"accredited investor" as defined therein.

                           (b) Liquidity. The Subscriber has adequate means of
providing for the Subscriber's current needs and personal  contingencies and has
no need,  and has no  reason  to  anticipate  any need,  for  liquidity  in this
investment.

                           (c) Financially Experienced. The Subscriber has
sufficient  knowledge and experience in financial and business  matters so as to
enable  the  Subscriber  to  utilize  the  information  made  available  to  the
Subscriber  in  connection  with the offering of the  Securities to evaluate the
merits and risks of an investment in the Company, or the Subscriber has employed
the  services  of an  investment  advisor,  attorney or  accountant  to read any
documents and this  Subscription  Agreement  made available to the Subscriber by
the Company in connection  with the offering of the  Securities  (the  "Offering
Documents") and any other  documents  furnished or made available by the Company
to the  Subscriber  concerning the investment in the Company and to evaluate the
merits and risks of such an investment on the Subscriber's behalf.

                           (d) Capacity. The Subscriber: (i) if a natural
person,  represents that the Subscriber is at least 21 years of age and has full
power and authority to execute and deliver this  Subscription  Agreement and all
other related  agreements or certificates and to carry out

                                      A-5
<PAGE>

the  provisions  hereof  and  thereof;  (ii)  if  a  corporation,   partnership,
association,  joint stock company, trust,  unincorporated  organization or other
entity,  represents that such entity was not formed for the specific  purpose of
acquiring the Securities,  such entity is validly existing under the laws of the
state of its  organization,  the consummation of the  transactions  contemplated
hereby is authorized  by, and will not result in a violation of state law or its
charter  or other  organizational  documents,  such  entity  has full  power and
authority  to execute  and deliver  this  Subscription  Agreement  and all other
related  agreements or certificates  and to carry out the provisions  hereof and
thereof,  this Subscription  Agreement has been duly authorized by all necessary
action,  this  Subscription  Agreement  has been duly  executed and delivered on
behalf of such  entity  and is a legal,  valid and  binding  obligation  of such
entity;  and (iii) if executing this Subscription  Agreement in a representative
or  fiduciary  capacity,  represents  that it has full  power and  authority  to
execute and deliver this  Subscription  Agreement in such capacity and on behalf
of the subscribing individual, ward, partnership, trust, estate, corporation, or
other entity for whom the undersigned is executing this Subscription  Agreement,
and such individual,  ward, partnership,  trust, estate,  corporation,  or other
entity  has full  right  and  power to  perform  pursuant  to this  Subscription
Agreement  and make an  investment  in the Company,  and that this  Subscription
Agreement constitutes a legal, valid and binding obligation of such entity.
                  3.2      Nature of Investment.

                           (a) Examination of Materials. The Subscriber has
examined the Offering Documents.

                           (b) No SEC Registration. The Subscriber has been
advised that this  offering has not been  registered  with,  or reviewed by, the
Securities and Exchange  Commission ("SEC") because this offering is intended to
be a non-public offering pursuant to Section 4(2) of the Securities Act of 1933,
as amended  (the  "Securities  Act") and Rule 506 of  Regulation  D  promulgated
thereunder.
                           (c) Restrictions on Transfer. The Subscriber
understands and agrees that the sale, pledge, hypothecation or transfer (for the
purposes  of  this  Subscription  Agreement,  collectively,  "transfer")  of the
Securities  is subject  to the  provisions  of the  Securities  Act  restricting
transfers,  unless they are  registered  under the Securities Act and applicable
state securities laws or are exempt from the registration  requirement  thereof.
Legends shall be placed on the  Securities to the effect that they have not been
registered  under the Securities  Act or applicable  state  securities  laws and
appropriate notations thereof will be made in the Company's stock books.

                           (d) Investment Intention. The Subscriber's investment
in the  Securities is being  purchased  for the  Subscriber's  own account,  for
investment  purposes  only  and not with a view of  distribution  or  resale  to
others.
                           (e) No State Review. The Subscriber understands that
no securities  administrator  of any state has made any finding or determination
relating to the fairness of this offering and that no  securities  administrator
of any state has  recommended or endorsed,  or will  recommend or endorse,  this
offering.

                                      A-6
<PAGE>

                  3.3      Reliance.
                           --------

                           (a) Limited to Facts and Terms. The Company has made
available to the  Subscriber  the  opportunity  to ask questions of, and receive
answers  from the  Company  with  respect to the  activities  of the  Company as
described  in the Offering  Documents,  and  otherwise to obtain any  additional
information,  to the extent that the Company  possesses the information or could
acquire it  without  unreasonable  effort or  expense,  necessary  to verify the
accuracy of the information contained in the Offering Documents.  The Subscriber
(or  Subscriber's  representative,  if any) is entering  into this  Subscription
Agreement  relying  solely on the  facts  and  terms  set forth in the  Offering
Documents  or as  contained in documents or answers to questions so furnished to
the  Subscriber,  and neither the Company nor its  representatives  has made any
other  representations  or provided any other information of any kind or nature,
whether  written  or  verbal,  to  induce  the  Subscriber  to enter  into  this
Subscription Agreement or in connection with the Subscriber's  investment in the
Securities.
                           (b) Acknowledgment of Certain Risks. The Subscriber
understands  and has  evaluated  the  merits and risks of an  investment  in the
Company and the purchase of the Securities. The Subscriber acknowledges that (i)
the purchase of the  Securities is a speculative  investment and involves a high
degree  of risk;  (ii) no  federal  or state  agency  has  made any  finding  of
determination  as to the fairness of such  investment or any  recommendation  or
endorsement of it; (iii) there is not and will not be in the foreseeable  future
a market for the sale of the Securities by the  Subscriber,  (iv) the operations
of the Company  are  dependent  on the  Company's  ability to secure  additional
financing,  and  there  are  no  existing  arrangements  with  respect  to  such
financing.
                           (c) Reliance On Own Advisors. The Subscriber has
relied solely upon the advice of his own tax and legal  advisors with respect to
the tax and other legal aspects of this investment.

                  3.4 No General Solicitation. The Subscriber acknowledges that
no general solicitation or general advertising (including communications
published in any newspaper, magazine or other broadcast) has been received by
the Subscriber and that no public solicitation or advertisement with respect to
the offering of an investment interest in the Company has been made to the
Subscriber.

                  3.5      Only For ERISA Plans.

                           (a) Investment Objectives. If the Subscriber is a
fiduciary of an Employee  Retirement  Income Security Act of 1974 ("ERISA") plan
executing this Subscription Agreement,  such Subscriber has been informed of and
understands the Company's objectives, policies and strategies, that the decision
to invest  "plan  assets"  (as that term is defined in ERISA) in the  Company is
consistent  with the  provisions of ERISA that require  diversification  of plan
assets and impose other fiduciary responsibilities.

                  The foregoing representations and warranties are true and
accurate as of the date hereof, shall be true and accurate as of the date of
delivery of this Subscription Agreement and the other Offering Documents to the
Company and shall survive that delivery. If, in any respect, those
representations and warranties shall not be true and accurate prior to delivery
of the payment pursuant to Section 1 of this

                                      A-7
<PAGE>

Subscription Agreement, the undersigned shall immediately give written notice to
the Company  specifying  which  representations  and warranties are not true and
accurate and the reason therefor.

                  4. Representations, Warranties and Covenants of the Company.
The Company hereby represents warrants and acknowledges to and covenants with
the Subscriber as follows:

                           (a) The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Washington,
is  duly  qualified  and  in  good  standing  under  the  laws  of  any  foreign
jurisdiction  where the failure to be so qualified would have a material adverse
effect on its ability to perform its  obligations  under the Offering  Documents
and it has full  corporate  power and authority to enter into this  Agreement to
carry out the provisions hereof and thereof.

                           (b) The issuance, execution and delivery of this
Agreement has been duly authorized by all necessary corporate action on the part
of the  Company and such  Agreement  constitutes  the valid and legally  binding
obligations of the Company,  enforceable against it in accordance with the terms
hereof or thereof,  except as such  enforceability may be limited by bankruptcy,
insolvency or other laws affecting  generally the  enforceability  of creditors'
rights,  by general  principles of equity and by limitations on the availability
of equitable remedies.
                           (c) Neither the execution and delivery of this
Agreement  by the Company,  nor  compliance  by the Company with the  provisions
hereof,  violates any provision of its Certificate of  Incorporation or By-Laws,
as amended,  or any law,  statute,  ordinance,  regulation,  order,  judgment or
decree of any court or governmental  agency, or conflicts with or will result in
any  breach  of the  terms of or  constitute  a  default  under or result in the
termination  of or the  creation  of any  lien  pursuant  to  the  terms  of any
agreement or instrument to which the Company is a party or by which it or any of
its properties is bound.
                           (d) No authorization, consent, approval, license or
exemption of, and no registration, qualification, designation or filing with any
court  or  governmental  department,   commission,   board,  bureau,  agency  or
instrumentality,  domestic  or  foreign  is or was  necessary  to (a) the  valid
execution  and  delivery  by  the  Company  of  this  Agreement  and  all  other
instruments,   documents  and   agreements   contemplated   hereby  or  (b)  the
consummation of the transactions contemplated hereby.
                           (e) There are no claims, actions, disputes, suits,
investigations or proceedings  pending or, to the best knowledge of the Company,
threatened  against  the  Company  or any of the  properties  or  assets  of the
Company,  by or before any court,  administrative  agency or other  governmental
authority or any  arbitrator  which could prevent  performance or enforcement of
the transactions  contemplated hereby or have an adverse effect on the business,
assets or condition of the Company.

                           (f) The Company represents that each of the
documents,  instruments,  agreements and other supplemental information provided
to the  Subscriber  by the  Company  or  its  agents  in  connection  with  this
subscription,  did not and will not include any untrue  statement  of a material
fact or did not and will not omit to state any material fact  necessary in order
to make the statements  therein,  in light of the circumstances under which they
were made, not misleading.

                  5. Indemnification. (a) The Subscriber hereby agrees to
indemnify and hold harmless the Company, its officers, directors, controlling
persons, agents, advisors, representatives and employees, from and against any
and all loss, damage, expense, claim, action, suit or proceeding (including
reasonable attorneys' fees and expenses) or liabilities due to or arising out of
a breach of any representation, warranty, covenant or acknowledgements made by
the Subscriber herein.

                                       A-8
<PAGE>


                           (b) The Company hereby agrees to indemnify and hold
harmless the Subscriber and, if applicable, its officers, directors, controlling
persons, agents, advisors,  representatives and employees,  from and against any
and all loss, damage,  expense,  claim,  action,  suit or proceeding  (including
reasonable attorneys' fees and expenses) or liabilities due to or arising out of
a breach of any representation,  warranty,  covenant or acknowledgements made by
the Company herein.
                  All representations, warranties, covenants and
acknowledgements contained in this Subscription Agreement and in the Subscriber
Questionnaire and the indemnification contained in this paragraph 5 shall
survive the acceptance of this subscription.

                  6. Registration Rights. The Company agrees to register the
Subscriber's shares of Common Stock purchased hereunder, as well as any shares
of Common Stock acquired by the Subscriber upon the exercise of the Warrants
included in the Units purchased hereunder, under the Securities Act for resale
by the Subscriber pursuant to a registration statement which will be filed by
the Company within six months from the date of Closing with the SEC in
connection.

                  7. Modification. Neither this Subscription Agreement nor any
provision hereof shall be modified, changed, discharged or terminated except by
an instrument in writing signed by the party against whom any waiver, change,
discharge or termination is sought.

                  8. Notices. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
duly made when delivered to, or if mailed by registered or certified mail,
return receipt requested, five (5) days after mailing:

                           (a) if to the Subscriber, the address set forth on
the signature page of this
Subscription Agreement; or

                           (b) if to the Company, the address set forth on the
first page of this Subscription Agreement; or

                           (c) to such other address as the Subscriber or the
Company may hereafter have advised the other.

                  9. Successors and Assigns. Except as otherwise specifically
provided in this Subscription Agreement, this Subscription Agreement shall be
binding upon and inure to the benefit of the parties and their transferees,
including without limitation, their legal representatives, heirs,
administrators, executors, successors and permitted assigns.

                  10. Entire Agreement. This Subscription Agreement contains the
entire agreement of the parties with respect to the matters set forth herein and
there are no representations, covenants or other agreements except as stated or
referred to herein or as are embodied in the Offering Documents.

                  11. Governing Law. THIS SUBSCRIPTION AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF GEORGIA WITHOUT REFERENCE TO THE CONFLICT
OR CHOICE OF LAWS PROVISIONS THEREOF.

                  12. Construction. Wherever from the context it appears
appropriate, each term stated in either the singular or the plural shall include
the singular and the plural, and pronouns stated in the masculine, feminine or
the neuter gender shall include the masculine, the feminine and the neuter. The
term "include" and its forms shall be construed as if followed by the phrase
"without limitation."

                                      A-9
<PAGE>


                  13. Captions. Captions contained in this Subscription
Agreement are inserted only as a matter of convenience and shall in no way
define, limit or extend the scope or intent of this Subscription Agreement or
any provision hereof or in any way affect the construction or interpretation
hereof.

                  14. Severability. If any provision of this Subscription
Agreement, or the application of such provision to any person, entity or
circumstance, shall be held invalid, the remainder of this Subscription
Agreement, or the application of such provision to persons, entities or
circumstances other than those to which it is held invalid, shall not be
affected thereby.

                  15. Blue Sky Qualification. The Subscriber's right to purchase
the Securities under this Subscription Agreement is expressly conditioned upon
the exemption from qualification of the offer and sale of the Securities from
applicable Federal and state securities laws. The Company shall not be required
to qualify this transaction under the securities laws of any jurisdiction and,
should qualification be necessary, the Company shall be released from any and
all obligations to maintain its offer, and may rescind any sale contracted, in
the relevant jurisdiction.

                  16. Counterparts. This Subscription Agreement may be executed
in one or more counterparts, all of which taken together shall constitute one
and the same instrument.



               [The remainder of this page has been intentionally left blank]


                                      A-10
<PAGE>





                  IN WITNESS WHEREOF, the undersigned have executed this
Subscription Agreement as of the ____ day of December, 2006.

No. of Shares Subscribed for: ________________________*

Total Subscription Paid: $________________________



                                                  ------------------------------
                                                     (Signature of Subscriber)


                                                  ------------------------------
                                                     (Name Typed or Printed)


Subscriber Representative                         ______________________________
(if any):                                            Title and Name of Entity
                                                     (if applicable)


-------------------------                        ------------------------------
(Name Typed or Printed)                             (Signature of Co-Subscriber)


                                                   -----------------------------
                                                     (Name Typed or Printed)


                                                   ----------------------------
                                                     Title and Name of Entity
                                                     (if applicable)












                                       A-11
<PAGE>

Type of Ownership:
(Check all appropriate spaces)


____     Individual                         ____     As Custodian for

____     Joint tenants with
         rights of survivorship             ______________________________
                                            under the Uniform Gifts to Minors
                                            Act of the State of __________
____     Tenants in common

____     Tenants by the entirety            ____    Corporation

____     Keogh                              ____    Company

____     Community Property                 ____    Trust/Estate/Pension or
                                                    Profit Sharing Plan Date
                                                    Opened: -----------
____     IRA

____     Others (specify) ____________________________________


----------------------------        -----------------------------
Residence or Entity                         Mailing Address
Address                             (if different from proceeding)

---------------------------         -----------------------------
City, State and Zip Code            City, State and Zip Code


---------------------------         ----------------          ----------------
Social Security or Federal          Telephone Number          Facsimile Number
Tax Identification Number
of Subscriber

--------------------------------
Social Security Number for Joint Party

                     Agreed and Accepted as of the ____ day of ___________, 2006

                                    i2 Telecom International, Inc.


                                    By ___________________________
                                         Name:
                                         Title:

                                      A-12
<PAGE>



                                                                         Annex A

                            SUBSCRIBER QUESTIONNAIRE


THE FOLLOWING MUST BE COMPLETED BY ALL SUBSCRIBERS WHO ARE NATURAL PERSONS


ITEM 1.  ALL SUBSCRIBERS MUST INITIAL THE FOLLOWING:
         ------------------------------------------

___      I understand that the representations contained in this Subscriber
         Questionnaire qualifying or disqualifying me as an accredited investor
         as that term is defined in Rule 501 of Regulation D promulgated under
         the Securities Act of 1933, as amended (the "Act"), are made for the
         purpose of inducing a sale of securities to me. I understand and
         acknowledge that i2 Telecom International, Inc. (the "Company") will
         rely upon such representations. I hereby represent that the statement
         or statements initialed below are true and correct in all respects, and
         I will notify the Company immediately of any material change in any of
         the information contained in such statement or statements. I understand
         that any false representations may constitute a violation of law and
         that any company or person who suffers damage as a result of such false
         representations may have a claim against me for damages.

ITEM 2.  A SUBSCRIBER SHOULD INITIAL ANY OF THE FOLLOWING STATEMENTS THAT APPLY
         TO THEM:
         -----------------------------------------------------------------------

___      A. I certify that I am an accredited investor because I am a natural
         person and I have a net worth, or my spouse and I have a combined net
         worth, in excess of $1,000,000. For purposes of this Subscriber
         Questionnaire, "net worth" means the excess of total assets at fair
         market value, including home and personal property, over total
         liabilities.

___      B. I certify that I am an accredited investor because I had individual
         annual income in excess of $200,000 or joint annual income with my
         spouse in excess of $300,000, in each of the two most recent years and
         I reasonably expect to have an individual annual income in excess of
         $200,000, or joint annual income with my spouse in excess of $300,000,
         for the current year. For purposes of this Subscriber Questionnaire,
         "income" means adjusted gross income, as reported for Federal income
         tax purposes, increased by the following amounts: (i) the amount of any
         tax exempt interest income received, (ii) the amount of losses claimed
         as a limited partner in a limited partnership and deducted in arriving
         at adjusted gross income, (iii) any deduction claim for depletion, (iv)
         deductible amounts contributed to an IRA or Keogh retirement plan and
         (v) alimony paid.



                                     A-13
<PAGE>




THE FOLLOWING MUST BE COMPLETED BY ALL SUBSCRIBERS WHICH ARE NOT NATURAL PERSONS

ITEM 1.  ALL SUBSCRIBERS MUST INITIAL THE FOLLOWING:
         ------------------------------------------

___      The undersigned understands that the representations contained in this
         Subscriber Questionnaire qualifying or disqualifying it as an
         accredited investor as that term is defined in Rule 501 of Regulation D
         promulgated under the Securities Act of 1933, as amended (the "Act"),
         are made for the purpose of inducing a sale of securities to the
         undersigned. The undersigned understands and acknowledges that the
         Company will rely upon such representations. The undersigned hereby
         represents that the statement or statements initialed below are true
         and correct in all respect, and the undersigned will notify the Company
         immediately of any material change in any of the information contained
         in such statement or statements. The undersigned understands that any
         false representations may constitute a violation of law and that any
         company or person who suffers damages as a result of such false
         representations may have a claim against it for damages.

ITEM 2.  A SUBSCRIBER SHOULD INITIAL ANY OF THE FOLLOWING STATEMENTS THAT APPLY
         TO IT:
         ----------------------------------------------------------------------

___      (a) The undersigned certifies that it is an accredited investor because
         it is either (i) a bank as defined in Section 3(a)(2) of the Act, or
         savings and loan association or other institution as defined in Section
         3(a)(5)(A) of the Act whether acting in its individual or fiduciary
         capacity, (ii) a broker or dealer registered pursuant to Section 15 of
         the Securities Exchange Act of 1934, as amended, (iii) an insurance
         company as defined in Section 2(13) of the Act, (iv) an investment
         company registered under the Investment Company Act of 1940, as amended
         (the "Investment Company Act"), or a business development company
         registered under the Investment Company Act or a business development
         company as defined in Section 2(a)(48) of the Investment Company Act,
         (v) a small business investment company licensed by the U.S. Small
         Business Administration under Section 301(c) or (d) of the Small
         Business Investment Act of 1958, as amended, (v) a plan established and
         maintained by a state, its political subdivisions, or any agency or
         instrumentality of a state or its political subdivisions, for the
         benefit of its employees, if such plan has total assets in excess of
         $5,000,000, or (vii) an employee benefit plan within the meaning of the
         Employee Retirement Income Security Act of 1974 if investment decisions
         are made by a plan fiduciary, as defined in Section 3(21) of such Act,
         which is either a bank, savings and loan association, insurance
         company, or registered investment adviser, or an employee benefit plan
         that has total assets in excess of $5,000,000 or, if a self-directed
         plan, with investment decisions made solely by persons that are
         accredited investors.

___      (b) The undersigned certifies that it is an accredited investor because
         it is a private business development company as defined in Section
         202(a)(22) of the Investment Advisers Act of 1940, as amended.

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<PAGE>


___      (c) The undersigned certifies that it is an accredited investor because
         it is an organization described in Section 501(c)(3) of the Internal
         Revenue Code, a corporation, Massachusetts or similar business trust,
         or partnership, not formed for the specific purpose of acquiring the
         Company's securities, with total assets in excess of $5,000,000.

___      (d) The undersigned certifies that it is an accredited investor because
         it is a trust, with total assets in excess of $5,000,000, not formed
         for the specific purpose of acquiring the Company's securities, whose
         purchases of securities are directed by a person who has such knowledge
         and experience in financial and business matters that he or she is
         capable of evaluating the merits and risks of an investment in the
         Company.

___      (e) The undersigned certifies that it is an accredited investor because
         it is an entity in which all of the equity owners are accredited
         investors described in paragraphs (a) - (d) above. Each such equity
         owner must also properly complete and submit a Subscriber Questionnaire
         as if such equity owner was a shareholder. Such additional
         Questionnaires are available upon request from the Company.


         IN WITNESS WHEREOF, I have executed this Subscriber Questionnaire this
___ day of _____________, 2006, and declare that it is truthful and correct to
the best of my knowledge.




                                                   By:__________________________
                                                                   Name:





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