**EXHIBIT
      10.13**




**THIS
      NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR UNDER
      ANY STATE SECURITIES LAWS AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE
      TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE
      STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT
      BY THE COMPANY OF AN OPINION OF COUNSEL TO THE COMPANY TO THE EFFECT THAT
      REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED
      IN
      CONNECTION WITH THE PROPOSED TRANSFER**




**SECURED
      CONVERTIBLE PROMISSORY NOTE**




$__0,000
            JANUARY
                16, 2008




FOR
      VALUE
      RECEIVED, **InterMetro
      Communications, Inc.** ,
      a
      Nevada corporation (the "Company"), promises to pay to the order of ___________
      (“Holder"), at such address as the Holder shall direct, the principal sum of
      _____________ Thousand Dollars ($__0,000) on the earlier of (i) July 15, 2009,
      (ii) at Holder's option by notice to the Company, the date the Holder's
      conversion right pursuant to Section 5 expires or (iii) simultaneously with
      the
      closing of (A) any transaction as a result of which the holders of the voting
      equity securities of the Company immediately before such transaction hold less
      than a majority of the voting equity securities of the acquiring or surviving
      entity immediately after such transaction or (B) the sale of all or
      substantially all of the assets of the Company (the "Maturity Date"). This
      Note
      is subject to the following terms and conditions:




2  Loan
      Agreement; Payments .
      This
      Note is one constituent part of a multi-part Unit issued pursuant to, is secured
      by, and is subject to the terms and conditions of, that certain Loan and
      Security Agreement dated January 16, 2008, among the Company, the Subsidiaries,
      Holder, and certain other lenders (the “Loan Agreement”). (Capitalized terms
      used herein, which are not defined, shall have the meanings set forth in the
      Loan Agreement.) This Note is one of a duly authorized issue of Notes of the
      Company of like tenor and effect (except for variations necessary to express
      the
      name of the payee and the principal amount of the loan) issued pursuant to
      the
      Loan Agreement (collectively, the “Lender Notes”). All of the Lender Notes shall
      rank equally without preference or priority of any kind over one another, and
      all payments on account of principal and interest with respect to all of the
      Lender Notes shall be applied ratably and proportionally to all outstanding
      Lender Notes on the basis of the principal amount of outstanding indebtedness
      represented thereby. In the event of conflict between this Note and the Loan
      Agreement, the terms of the Loan Agreement will govern. Payments on this Note
      shall be applied first to accrued, unpaid interest and thereafter to reduce
      the
      outstanding principal amount. Notwithstanding the foregoing, this Note is
      subordinate to the obligations described in Section 3(k) of the Loan
      Agreement.




3  Interest .
      This
      Note shall bear interest on the unpaid principal balance hereof from time to
      time outstanding at the rate set forth in the Loan Agreement. Accrued interest
      shall be payable on the Maturity Date, and any accrued interest not paid when
      due shall thereafter bear interest at the same rate as the principal hereunder.




4  Origination
      Fee .
      The
      Company shall to pay Holder a deferred origination fee in an amount equal to
      three percent (3.0%) on the original principal amount of this Note on the
      earlier of (i) the date the Company makes its first prepayment, if any,
      hereunder or (ii) the Maturity Date (the "Origination Fee").




5  Documentation
      Fee .
      The
      Company shall to pay to Holder a deferred documentation fee in an amount equal
      to two and one-half percent (2.5%) of the original principal amount of this
      Note
      on the earlier of (i) the date the Company makes its first prepayment, if any,
      hereunder or (ii) the Maturity Date  (the
      "Documentation Fee”).







6  Conversion .




(a)  Conversion
      Right .
      The
      Company shall give the Holder written notice (the “Financing Notice”) within
      three (3) days of the closing of the sale, in one or more transactions, of
      debt
      or equity securities of the Company in which the aggregate gross proceeds
      received by the Company equals or exceeds $10,000,000 (the “Financing”). The
      Financing Notice shall set forth in reasonable detail the terms of the Financing
      and shall include copies of all documents executed by purchasers of securities
      in the Financing originally executed by the Company (the “Financing Documents”).
      Upon the occurrence of a Financing, the Holder shall have the right to convert
      the entire principal, accrued interest, the Origination Fee amount and the
      Documentation Fee amount (collectively, the “Conversion Amount”), or any portion
      thereof, into either (i) the securities sold in the Financing at the price
      established for such securities in the Financing (“Purchase Price”) and on the
      same terms and conditions as other purchasers in the Financing or (ii) such
      number of fully paid and non-assessable shares of the Company’s common stock as
      is determined by dividing the Conversion Amount by $1.00 (the “Conversion
      Price”).




(b)  Mechanics
      of Conversion .
      No
      fractional securities shall be issued upon conversion of this Note. In lieu
      of
      any fractional security to which the Holder would otherwise be entitled, the
      Company shall pay cash equal to such fraction multiplied by the then effective
      Purchase Price or Conversion Price, as the case may be. To convert the Note
      pursuant to Section 5(a), the Holder shall surrender the Note and shall give
      written notice to the Company in accordance with the notice provisions set
      forth
      in the Loan Agreement, of the election to convert the same, which notice shall
      state the securities to be acquired (clause (i) or clause (ii) of Section 5(a))
      and the amount of principal and/or interest being converted, which notice must
      be delivered to the Company no later than 15 days after receipt of the Company’s
      Financing Notice, after which the conversion right shall expire. In addition,
      the Holder’s conversion notice shall be accompanied by Financing Documents
      executed by the Holder if the Holder has elected to convert this Note into
      securities issued in the Financing. Such conversion shall be deemed to have
      been
      made immediately prior to the close of business on the date of such conversion
      notice and surrender of the Note. The Company shall, as soon as practicable
      thereafter, and in no event later than 10 days after the date of the conversion,
      issue and deliver to such address as the Holder may direct, a certificate or
      certificates for the securities to which such Holder shall be entitled and,
      if
      applicable, a new Note in the principal amount which has not been converted
      pursuant to Section 5(a).




(c)  Adjustment
      of Conversion Price .
      The
      Conversion Price and the securities deliverable upon conversion of this Note
      in
      accordance with clause (ii) of Section 5(a) are subject to adjustment upon
      occurrence of the following:





(i)  Adjustment
      for Stock Splits, Stock Subdivisions or Combinations of Shares of Common
      Stock .
      The
      Conversion Price of this Note shall be proportionally decreased and the number
      of securities deliverable upon the conversion of this Note shall be
      proportionally increased to reflect any stock split or subdivision of the
      Company’s Common Stock. The Conversion Price of this Note shall be
      proportionally increased and the number of securities deliverable upon the
      conversion of this Note shall be proportionally decreased to reflect any
      combination of the Company’s Common Stock.





(ii)  Adjustment
      for Dividends or Distributions of Stock or Other Securities or
      Property .
      In case
      the Company shall make or issue, or shall fix a record date for the
      determination of eligible holders entitled to receive, a dividend or other
      distribution with respect to the Common Stock (or any shares of stock or other
      securities at the time issuable upon conversion of this Note) payable in (a)
      securities of the Company or (b) assets (excluding cash dividends paid or
      payable solely out of retained earnings), then, in each such case, the Holder
      of
      this Note on conversion hereof at any time after the consummation, effective
      date or record date of such dividend or other distribution, shall receive,
      in
      addition to the shares of Common Stock (or such other stock or securities)
      issuable on such conversion prior to such date, and without the payment of
      additional consideration therefore, the securities or such other assets of
      the
      Company to which such Holder would have been entitled upon such date if such
      Holder had converted this Note immediately prior to such making, issuance or
      record date.





(iii)  Reclassification,
      Conversion .
      If the
      Company, by reclassification of securities or conversion of securities or
      otherwise, shall change any of the securities as to which conversion rights
      under this Note exist into the same or a different number of securities of
      any
      other class or classes, this Note shall thereafter represent the right to
      acquire such number and kind of securities as would have been issuable if this
      Note had been converted immediately prior to such reclassification or conversion
      or other change and the Conversion Price therefore shall be appropriately
      adjusted, all subject to further adjustment as provided in this Section 5(c).








(iv)  Adjustment
      for Capital Reorganization. Merger or Consolidation .
      In case
      of any capital reorganization of the capital stock of the Company (other than
      a
      combination, reclassification, exchange or subdivision of shares otherwise
      provided for herein), or any merger or consolidation of the Company with or
      into
      another corporation, or the sale of all or substantially all the assets of
      the
      Company then, and in each such case, as a part of such reorganization, merger,
      consolidation, sale or transfer, lawful provision shall be made so that the
      Holder of this Note shall thereafter be entitled to receive upon conversion
      of
      this Note the number of shares of stock or other securities or property that
      a
      holder of the shares deliverable upon conversion of this Note would have been
      entitled to receive in such reorganization, consolidation, merger, sale or
      transfer if this Note had been converted immediately before such reorganization,
      merger, consolidation, sale or transfer, all subject to further adjustment
      as
      provided in this Section 5(c). The foregoing provisions of this Section
      5(c)(iv) shall similarly apply to successive reorganizations, consolidations,
      mergers, sales and transfers and to the stock or securities of any other
      corporation that are at the time receivable upon the conversion of this Note.
      If
      the per-share consideration payable to the Holder hereof for shares in
      connection with any such transaction is in a form other than cash or marketable
      securities, then the value of such consideration shall be determined in good
      faith by the Company’s Board of Directors. In all events, appropriate adjustment
      (as determined in good faith by the Company’s Board of Directors) shall be made
      in the application of the provisions of this Note with respect to the rights
      and
      interests of the Holder after the transaction, to the end that the provisions
      of
      this Note shall be applicable after that event, as near as reasonably may be,
      in
      relation to any shares or other property deliverable after that event upon
      conversion of this Note.




(d)  No
      Impairment .
      The
      Company will not, by amendment of its Articles of Incorporation or through
      any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms to be observed or performed
      hereunder by the Company, but will at all times in good faith assist in the
      carrying out of all the provisions of this Note and in the taking of all such
      action as may be necessary or appropriate in order to protect the conversion
      rights of the Holders set forth herein against impairment.





(e)  Reservation
      of Securities. The
      Company shall reserve, so long as this Note is outstanding, such securities
      as
      the Holder is entitled to receive upon conversion of this Note. Prior to the
      issuance of any equity securities and whenever otherwise required, the Company
      shall amend its Articles of Incorporation to ensure that there is a sufficient
      quantity of such equity securities (and Common Stock into which such equity
      securities may be convertible) into which the Notes are entitled to be converted
      hereunder.





7  Prepayment .
      In the
      event the Company prepays all or any portion of the principal amount due under
      this Note, the Company shall, together with such prepayment, pay to the Holder
      of this Note, as a prepayment penalty, an amount equal to 80% of the interest
      which would have accrued on such prepaid principal amount from the date of
      such
      prepayment through the Maturity Date. If a Financing occurs within 45 days
      of
      any prepayment hereunder, the Company shall give a Financing Notice to Holder
      within 3 days of the closing thereof and Holder shall have the right to
      participate in such Financing to the extent of the amount of such prepayment
      pursuant to Section 5 hereof as though such prepayment had not been made. In
      lieu of delivering the Note as provided in Section 5(b), Holder shall pay the
      Purchase Price in the manner provided in the Financing.





8  Default .
      Upon
      the occurrence of any Event of Default (as defined in the Loan Agreement),
      the
      entire unpaid principal balance of this Note, all accrued and unpaid interest
      and all Obligations shall become or may be declared to be immediately due and
      payable, as provided in the Loan Agreement.





9  General .
      Principal of and interest on this Note shall be payable in lawful money of
      the
      United States of America. If a payment hereunder becomes due and payable on
      a
      Saturday, Sunday or legal holiday, the due date thereof shall be extended to
      the
      next succeeding Business Day, and interest shall be payable thereon during
      such
      extension. The Company agrees to pay all costs and expenses (including without
      limitation reasonable attorney's fees) incurred by Holder or Agent in connection
      with the enforcement of this Note. The Company hereby waives presentment, demand
      for payment, notice of dishonor, notice of nonpayment, protest, notice of
      protest, and any and all other notices and demands in connection with the
      delivery, acceptance, performance, default, or enforcement of this Note. This
      Note is secured by the Loan Agreement and all other present and future security
      agreements between the Company, Holder and Agent. Nothing herein shall be deemed
      to limit any of the terms or provisions of the Loan Agreement or any other
      present or future document, instrument or agreement, between the Company, Holder
      and Agent, and all of Holder's rights and remedies hereunder and thereunder
      are
      cumulative. In the event any one or more of the provisions of this Note shall
      for any reason be held to be invalid, illegal or unenforceable, the same shall
      not affect any other provision of this Note and the remaining provisions of
      this
      Note shall remain in full force and effect. This Note is payable in, and shall
      be governed by the laws of, the State of California. Any
      notices which the Company or the Holder is required or desires to give to the
      other shall be in writing and shall be deemed to have been given when given
      as
      provided in the Loan Agreement. This Note, and the obligations of the Company
      hereunder, shall be binding upon the Company, and shall inure to the benefit
      of
      the Holder, and their respective heirs, executors, administrators, successors
      and assigns.





10  No
      Shareholder Rights. Nothing
      contained in this Note shall be construed as conferring upon the Holder or
      any
      other person the right to vote or to consent or to receive notice as a
      shareholder in respect of meetings of shareholders for the election of directors
      of the Company or any other matters or any rights whatsoever as a shareholders
      of the Company; and no dividends shall be payable or accrued in respect of
      this
      Note or the interest represented hereby, or the equity securities into which
      this Note may be converted, until, and only to the extent that, this Note shall
      have been converted as provided herein.




**INTERMETRO
                COMMUNICATIONS, INC.**a
                Nevada corporationBy
            
            for
                InterMetro Communications, Inc.President