Exhibit
      10.1

    


    DEFAULT
      WAIVER AGREEMENT

    


    THIS
      DEFAULT WAIVER AGREEMENT, dated as of October 31, 2007 (this “Agreement”),
      among
      VoIP Inc. (“Borrower”),
      the
      parties identified on Schedule A hereto (“Secured
      Lenders”)
      (each
      a “Party”
and
      collectively the “Parties”).

     

    W
      I T N E
      S S E T H:

    


    WHEREAS,
      Secured Lenders have entered into financing arrangements with the Borrower
      pursuant to which the Secured Lenders were issued certain notes and the rights
      to first refusal of any future financing; and

     

    WHEREAS,
      the Borrower is not in material compliance with the terms of the Secured Lender
      Transaction Documents and the Borrower and Secured Lenders wish to waive certain
      past defaults under the terms and conditions set forth in this
      Agreement.

     

    NOW
      THEREFORE, in consideration of the mutual benefits accruing to Secured Lenders
      and Borrower and other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto do hereby agree
      as follows:

     

    
      	1.	
              DEFINITIONS.

            


    

     

    As
      used
      in this Agreement, the following terms shall have the meanings ascribed to
      them
      below:

    


    “Financing
      Defaults”
means
      the Borrower’s failure to offer the Recent Financing to the Secured Lenders and
      the Borrower’s failure to use fifteen percent (15%) of the Recent Financing to
      pay off the Notes.

    


    “Recent
      Financing”
means
      the financing the Borrower completed with Allen Angel on September 26, 2007,
      referenced in the Form 8K filed by the Borrower with the Securities Exchange
      Commission (“SEC”) on October 2, 2007.

    


    “Secured
      Lenders Transaction
      Documents”
means
      all agreements, instruments and other documents that Borrower and/or Secured
      Lenders entered into on or about July 5, 2005, January 6, 2006, February 2,
      2006, October 17, 2006, February 1, 2007, February 16, 2007, April 6, 2007,
      July
      27, 2007, and September 12, 2007 respectively, and all transaction documents
      as
      defined in such agreements, instruments and other documents together with all
      documents related thereto, as may have been amended.

     

    
      	2.	ACKNOWLEDGEMENTS,
              ASSIGNMENTS AND PAYMENT.


    

     

    2.1 
      Acknowledgement
      of Defaults.
      Borrower acknowledges that it is in material default of numerous covenants,
      undertakings and terms of the Secured Lender Transaction Documents.

    


    2.2 Price
      Reset. The
      conversion price of all outstanding notes payable to the Secured Lenders is
      reset to the lesser of (i) $0.50 or (ii) seventy percent (70%) of the three
      (3)
      lowest closing bid prices for the ten (10) days prior to
      the
      conversion or exercise date and the exercise price of all outstanding warrants
      issued to the Secured Lenders is reset to the $0.50.

     

    2.3 
      Conversion
      Limitations.
      Each
      Subscriber agrees that in each Calendar month all if its conversions will be
      limited to the greater of (i) 10% of the amount of debt owed to it as of the
      date of this Agreement or (ii) conversions resulting in the issuance of common
      stock of the Borrower equaling fifteen percent (15%) of the trading volume,
      per
      calendar month on a non-cumulative basis, of the Borrower’s common stock as
      reported by Bloomberg, L.P.

    


    2.4 Acknowledgement. Borrower
      hereby acknowledges that it has informed Allen Angel and he has agreed, that
      any
      security interests he has in any assets of the Borrower or any of its
      subsidiaries are subordinate to the security interests of the Secured
      Lenders.

    


    2.5 Warrant
      Registration. Borrower
      shall file with the Securities Exchange Commission (“SEC”) one or more Forms
      SB-2 registration statements (as defined below) (or such other form that it
      is
      eligible to use) in order to register the shares underlying all warrants now
      outstanding to the Secured Lenders (the “Warrants”), for resale and distribution
      under the 1933 Act. The Registration Statement with respect to the Common Stock
      issuable upon exercise of the Warrants (“Registration Statement”) must be filed
      not later than sixty (60) days from the date of this Agreement (“Filing Date”)
      and declared effective by the Commission not later than one hundred and twenty
      (120) days after the Filing Date (“Effective Date”).  

    


    2.6 Registration
      Restrictions.
      Pursuant to Section 9(n) of the Subscription Agreement dated January 6, 2006,
      between Borrower and Secured Lenders and any such other substantially similar
      provision contained in the Secured Lenders Transaction Documents, the Borrower
      is prohibited from filing registration statements to register securities other
      than those allowed in the Subscription Agreement dated January 6, 2006, between
      Borrower and Secured Lenders and any such other substantially similar provision
      contained in the Secured Lenders Transaction Documents. The Secured Lenders
      each
      waive such prohibition solely in connection with the Registration Statement
      required to be filed by this Agreement.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


       2.7
      Default
      Waiver.
      The
      Secured Lenders hereby waive solely the Financing Defaults. 

    


    2.8 Public
      Disclosure.
      Borrower
      will file a form 8-K with the SEC within 3 business days of the date of this
      Agreement.

    


    2.9 Effect
      on Transaction Documents. Subject
      to the waivers and amendments provided herein, all of the terms and conditions
      of the Transaction Documents shall continue in full force and effect after
      the
      execution of this Agreement and shall not be in any way changed, modified or
      superseded by the terms set forth herein, including but not limited to, any
      other obligations the Borrower may have to the Secured Lenders under the
      Transaction Documents.  Except as expressly set forth herein,
      this Agreement shall not be deemed to be a waiver, amendment or
      modification of any provisions of the Transaction Documents or of any right,
      power or remedy of the Secured Lenders, or constitute a waiver of any provision
      of the Transaction Documents (except to the extent herein set forth), or any
      other document, instrument and/or agreement executed or delivered in connection
      therewith, in each case whether arising before or after the date hereof or
      as a
      result of performance hereunder or thereunder.  The Secured Lenders reserve
      all rights, remedies, powers, or privileges available under the Transaction
      Documents, at law or otherwise.  This Agreement shall not constitute a
      novation or satisfaction and accord of the Transaction Documents or any other
      document, instrument and/or agreement executed or delivered in connection
      therewith.

     

    
      	3. 	MISCELLANEOUS.


    

    


    3.1 Successors
      and Assigns.
      This
      Agreement shall be binding upon, and inure to the benefit of, the successors
      and
      permitted assigns of the Parties. Neither party hereto may assign or permit
      the
      assignment of its obligations without first requiring the assignee of such
      obligation to assume such assigning party’s rights and obligations under this
      Agreement. Except as required by the preceding sentence, neither party may
      assign its rights or obligations under this Agreement without the other party’s
      prior written consent. 

    


    3.2 Governing
      Law; Jurisdiction; Waiver of Jury Trial.
      This
      Agreement shall be governed by and construed under the laws of the State of
      New
      York applicable to contracts made and to be performed entirely within the State
      of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
      of the state and federal courts sitting in the State and County of New York
      for
      the adjudication of any dispute hereunder or in connection herewith or therewith
      or with any transaction contemplated hereby or thereby, and hereby irrevocably
      waives, and agrees not to assert in any suit, action or proceeding, any claim
      that it is not personally subject to the jurisdiction of any such court, that
      such suit, action or proceeding is brought in an inconvenient forum or that
      the
      venue of such suit, action or proceeding is improper. Nothing contained herein
      shall be deemed to limit in any way any right to serve process in any manner
      permitted by law. EACH PARTY HEREBY IRREVOCABLY
      AND
      UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN
      RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
      TO
      THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR
      THE
      TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND
      ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
      HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
      THE
      EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY
      UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT AND HAS HAD
      AN
      OPPORTUNITY TO SEEK SEPARATE COUNSEL OF ITS OWN CHOICE TO REVIEW THIS AGREEMENT,
      (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY
      HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
      WAIVERS AND CERTIFICATIONS IN THIS SECTION
      3.2.

    


    3.3 Injunctive
      Relief.
      Each
      Party acknowledges and agrees that a breach by it of its obligations hereunder
      will cause irreparable harm to the other and that the remedy or remedies at
      law
      for any such breach will be inadequate and agrees, in the event of any such
      breach, in addition to all other available remedies, the non-breaching party
      shall be entitled to an injunction restraining any breach and requiring
      immediate and specific performance of such obligations without the necessity
      of
      showing economic loss or the posting of any bond.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    3.4 Severability.
      In the
      event that any provision of this Agreement becomes or is declared by a court
      of
      competent jurisdiction to be illegal, unenforceable or void, this Agreement
      shall continue in full force and effect without said provision; provided
      that in
      such case the parties shall negotiate in good faith to replace such provision
      with a new provision which is not illegal, unenforceable or void, as long as
      such new provision does not materially change the economic benefits of this
      Agreement to the parties.

    


     

    3.5
       Counterparts/Execution.
      This
      Agreement may be executed in any number of counterparts and by the different
      signatories hereto on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute but
      one
      and the same instrument. This Agreement may be executed by facsimile signature
      and delivered by facsimile transmission.

     

    3.6 Notices.
      Any
      notice, demand or request required or permitted to be given by the respective
      parties hereto pursuant to the terms of this Agreement shall be in writing
      and
      shall be deemed delivered (i) when delivered personally or by verifiable
      facsimile transmission, unless such delivery is made on a day that is not a
      Business Day, in which case such delivery will be deemed to be made on the
      next
      succeeding Business Day, (ii) on the next Business Day after timely delivery
      to
      an overnight courier and (iii) on the Business Day actually received if
      deposited in the U.S. mail (certified or registered mail, return receipt
      requested, postage prepaid), addressed as follows:

     

    
      
        	
                To
                  Borrower:

              	
                VoIP,
                  Inc.

              
	 	
                151
                  So. Wymore Road, Suite 3000

              
	 	
                Altamonte
                  Springs, FL 32714

              
	 	
                Attn:
                  Anthony Cataldo, CEO

              
	 	
                Fax:
                  (407) 389-3233

              
	 	 
	
                With
                  a copy by telecopier only to: 

              	 
	 	 
	 	
                Sichenzia
                  Ross Friedman Ference LLP

              
	 	
                61
                  Broadway, 32nd
                  Floor

              
	 	
                New
                  York, NY 10006

              
	 	
                Attn:
                  Marc Ross, Esq.

              
	 	
                Fax:
                  (212) 930-9725

              
	 	 
	
                To
                  Secured Lenders:

              	
                To
                  the addresses and facsimile numbers listed

              
	 	
                on
                  Schedule A hereto.

              
	 	 
	
                With
                  a copy by telecopier only to: 

              	 
	 	 
	 	
                Grushko
                  & Mittman, P.C.

              
	 	
                551
                  Fifth Avenue, Suite 1601

              
	 	
                New
                  York, New York 10176

              
	 	
                Attention:
                  Barbara R. Mittman, Esq.

              
	 	
                Fax:
                  (212) 697-3575

              


      

    

    
 

    Any
      Party
      may change the address(es) to which all notices, requests and other
      communications are to be sent by giving written notice of such address change
      to
      the other Parties in conformity with this Section
      3.6,
      but
      such change shall not be effective until notice of such change has been received
      by the other Party.

     

    3.7 Entire
      Agreement; Amendments.
      This
      Agreement constitutes the entire agreement between the parties with regard
      to
      the subject matter hereof and thereof, superseding all prior agreements or
      understandings, whether written or oral, between or among the parties. No
      amendment, modification or other change to this Agreement or waiver of any
      agreement or other obligation of the parties under this Agreement may be made
      or
      given unless such amendment, modification or waiver is set forth in writing
      and
      is signed by Assignors and Secured Lenders.
      Any
      waiver or consent shall be effective only in the specific instance and for
      the
      specific purpose for which given.

     

    3.8 Headings.
      The
      headings used in this Agreement are used for convenience only and are not to
      be
      considered in construing or interpreting this Agreement. 

     

    [REST
      OF
      THIS PAGE LEFT INTENTIONALLY BLANK]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      as
      of the day and year first above written.

     

    BORROWER
      

    
      
        	VOIP INC.
	 
	
                /s/
                  Anthony
                  Cataldo

              
	
                

                Name: Anthony
                  Cataldo

                Title: Chief
                  Executive Officer

              


      

    

     

    SECURED
      LENDERS

     

    
      
        	
                /s/
                  ALPHA CAPITAL ANSTALT f/k/a ALPHA CAPITAL
                  AKTIENGESELLSCHAFT

              	 	 
	
                ALPHA
                  CAPITAL ANSTALT f/k/a ALPHA CAPITAL AKTIENGESELLSCHAFT

              	 	 
	 	 	 
	
                /s/
                  BRIO CAPITAL L.P.

              	 	
                /s/
                  BRISTOL INVESTMENT FUND, LTD.

              
	
                BRIO
                  CAPITAL L.P.

              	 	
                BRISTOL
                  INVESTMENT FUND, LTD.

              
	 	 	 
	
                /s/
                  CENTURION MICROCAP, L.P.

              	 	
                /s/
                  CHESTNUT RIDGE PARTNERS LP

              
	
                CENTURION
                  MICROCAP, L.P.

              	 	
                CHESTNUT
                  RIDGE PARTNERS LP

              
	 	 	 
	
                /s/
                  DKR SOUNDSHORE OASIS HOLDING FUND LTD.

              	 	
                /s/
                  CMS CAPITAL

              
	
                DKR
                  SOUNDSHORE OASIS HOLDING FUND LTD.

              	 	
                CMS
                  CAPITAL

              
	
                
                  By:
                    DKR Oasis Management Company, its investment manager

                

              	 	 
	 	 	 
	
                /s/
                  DOUBLE U MASTER FUND L.P.

              	 	
                /s/
                  ELLIS INTERNATIONAL LTD.

              
	
                DOUBLE
                  U MASTER FUND L.P.

              	 	
                ELLIS
                  INTERNATIONAL LTD.

              
	 	 	 
	
                /s/
                  GRUSHKO & MITTMAN, P.C.

              	 	
                /s/
                  IROQUOIS MASTER FUND, LTD.

              
	
                GRUSHKO
                  & MITTMAN, P.C.

              	 	
                IROQUOIS
                  MASTER FUND, LTD.

              
	 	 	 
	
                /s/
                  OSHER CAPITAL INC.

              	 	
                /s/
                  PLATINUM LONG TERM GROWTH II INC.

              
	
                OSHER
                  CAPITAL INC.

              	 	
                PLATINUM
                  LONG TERM GROWTH II INC.

              
	 	 	 
	
                /s/
                  STONESTREET LIMITED PARTNERSHIP

              	 	
                /s/
                  WHALEHAVEN CAPITAL FUND LTD.

              
	
                STONESTREET
                  LIMITED PARTNERSHIP

              	 	
                WHALEHAVEN
                  CAPITAL FUND LTD.

              


      

    

     

    ACKNOWLEDGEMENT

    


    Allen
      Angel hereby acknowledges that any security interest he has in any assets of
      VoIP, Inc. or any of its subsidiaries is subordinate to the security interests
      granted to the Secured Lenders and may only be collected upon once the Secured
      Lenders are paid in full.

     

    
      	
               

              
                

              
Allen Angel


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

    

      
        	
                Alpha
                  Capital Anstalt

              	
                Ellis
                  International Ltd.

              
	
                Pradafant
                  7 

              	
                Swiss
                  Tower, 16th
                  Floor, Panama

              
	
                9490
                  Furstentums 

              	
                Republic
                  of Panama 

              
	
                Vaduz,
                  Lichtenstein

              	
                (516)
                  887-8990

              
	
                Fax:
                  011-42-32323196

              	 
	
                 

              	 
	
                Brio
                  Capital, L.P.

              	
                Grushko
                  & Mittman, P.C.

              
	
                523
                  Albermale Road 

              	
                551
                  Fifth Avenue, Suite 1601 

              
	
                Cedarhurst,
                  NY 11516 

              	
                New
                  York, New York 10176 

              
	
                (646)
                  390-2158 

              	
                Fax:
                  (212) 697-3575

              
	
                 

              	
                 

              
	
                Bristol
                  Investment Fund, Ltd.

              	
                Iroquois
                  Master Fund, Ltd.

              
	
                c/o
                  Bristol Capital Advisers, LLC

              	
                641
                  Lexington Avenue, 26th
                  Floor

              
	
                10990
                  Wilshire Boulevard, Suite 1410 

              	
                New
                  York, NY 10022 

              
	
                Los
                  Angeles, California 90024 

              	
                (212)
                  207-1412

              
	
                Fax:
                  (310) 696-0334

              	
                 

              
	
                Attn:
                  Amy Wang, Esq.

              	
                 

              
	
                 

              	
                 

              
	
                Centurion
                  Microcap, L.P.

              	
                Osher
                  Capital

              
	
                3014
                  Avenue L

              	
                5
                  Sansberry Lane 

              
	
                Brooklyn,
                  NY 11210 

              	
                Spring
                  Valley, NY 10977 

              
	
                Fax:
                  (718) 228-9570

              	
                (212)
                  586-8224

              
	
                 

              	
                 

              
	
                Chestnut
                  Ridge Partners, L.P.

              	
                Platinum
                  Long term Growth II, Inc.

              
	
                50
                  Tice Boulevard 

              	
                152
                  West 57th
                  Street 

              
	
                Woodcliff
                  Lake, NJ 07677

              	
                New
                  York, NY 10019 

              
	
                Fax:
                  (201) 802-9450

              	
                (212)

              
	
                 

              	
                 

              
	
                CMS
                  Capital

              	
                Stonestreet
                  Limited Partnership

              
	
                9612
                  Van Nuys Boulevard, Suite 108 

              	
                33
                  Prince Arthur Avenue 

              
	
                Panorama
                  City, CA 91402 

              	
                Tornoto
                  Ont. M5K 1B2

              
	
                (818)
                  907-3372 

              	
                Canada
                  

              
	
                 

              	
                (416)
                  323-3693

              
	
                 

              	
                 

              
	
                DKR
                  Soundshore Oasis Holding Fund, Ltd.

              	
                Whalehaven
                  Capital Fund Limited

              
	
                c/o
                  DKR Capital Partners, L.P.

              	
                c/o
                  FWS Capital Ltd.

              
	
                1281
                  East Main Street 

              	
                3rd
                  Floor, 14 Par-Laville Road

              
	
                Stamford
                  CT 06902

              	
                Hamilton,
                  Bermuda HM08

              
	
                (203)
                  674-4737

              	
                Fax:
                  (441) 295-5262

              
	
                 

              	
                 

              
	
                Double
                  U Master Fund, L.P.

              	
                 

              
	
                c/o
                  Navigator Management, Ltd.

              	
                 

              
	
                Harbor
                  House, Waterfront Drive, P.O Box 972

              	
                 

              
	
                Road
                  Town BVI

              	
                 

              
	
                (284)
                  494-4770

              	
                 

              


      

    

     

    
      
        
        

      

      
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