EXHIBIT 10.5

         THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE
         HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
         THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE
         MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
         ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER
         SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VOIP, INC.
         THAT SUCH REGISTRATION IS NOT REQUIRED.

Principal $_______________                           Issue Date: January 6, 2006

                       SECURED CONVERTIBLE PROMISSORY NOTE

      FOR VALUE RECEIVED, VOIP, INC., a Texas corporation (hereinafter called
"Borrower"), hereby promises to pay to_________________________________________
_____________________________________________________ (the "Holder") or its
registered assigns or successors in interest or order, without demand, the sum
of ________________________ Dollars ($__________) ("Principal Amount"), with
simple and unpaid interest thereon, on January 6, 2007 (the "Maturity Date"), if
not sooner paid.

      This Note has been entered into pursuant to the terms of a subscription
agreement between the Borrower and the Holder, dated of even date herewith (the
"Subscription Agreement"), and shall be governed by the terms of such
Subscription Agreement. Unless otherwise separately defined herein, all
capitalized terms used in this Note shall have the same meaning as is set forth
in the Subscription Agreement. The following terms shall apply to this Note:

                                    ARTICLE I

                             INTEREST; AMORTIZATION

      1.1. Intentionally Deleted.

      1.2. Minimum Monthly Principal Payments. Amortizing payments of the
outstanding Principal Amount and interest of this Note shall commence on the
earlier of the Actual Effective Date (as defined in Section 11.1(iv) of the
Subscription Agreement), or the ninety-first (91st) day after the Issue Date and
on the same day of each month thereafter (each a "Repayment Date") until the
Principal Amount has been repaid in full, whether by the payment of cash or by
the conversion of such principal into Common Stock pursuant to the terms hereof.
Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Borrower
shall make payments to the Holder in the amount of 4.7621% of the initial
Principal Amount ("Fixed Principal Portion") together with interest accrued on
such portion of the initial Principal Amount and any other amounts which are
then owing under this Note that have not been paid (collectively, the "Monthly
Amount"). In addition to the regular payment of the Monthly Amount, additional
payments (each an "Interim Payment") will be required to be made at the written
election of the Holder (a form of which is annexed hereto) for each and every
day (each a "Determination Date") the total reported dollar volume of the Common
Stock exceeds $190,000 ("Liquidity Benchmark"). The amount of each Interim
Payment will be determined by multiplying the Fixed Principal Portion by a
fraction the numerator of which is the total reported dollar volume of the
Common Stock on a Determination Date and the denominator of which is the
<PAGE>

Liquidity Benchmark. The Holder must give written notice to the Borrower within
two business days after a Determination Date of Holder's election to receive an
Interim Payment. If such notice is given, the Holder may elect to receive and
the Borrower must pay or deliver (i) cash on the business day immediately
following the date notice is given, or (ii) Common Stock valued at eighty-five
percent (85%) of the weighted average volume price of the Common Stock using the
AQR function as reported by Bloomberg L.P. ("VWAP") for the fifteen (15) trading
days preceding the date notice is given by the Holder of the demand for an
Interim Payment. If the Holder elects to receive Common Stock in satisfaction of
an Interim Payment, then the date of the Holder's notice shall be deemed a
Conversion Date and the Common Stock must be delivered in the same manner and
under the same conditions as required in connection with a Notice of Conversion.
All payments of cash or amounts converted into Common Stock pursuant to this
Note by the Holder or Borrower shall be applied first against outstanding fees
and damages, then accrued interest on the Principal Amount and then to Principal
Amounts of not yet due Monthly Amounts, commencing with the Monthly Amount next
payable and then Monthly Amounts thereafter in reverse chronological order. Any
Principal Amount, interest and any other sum arising under the Transaction
Documents that remains outstanding on the Maturity Date shall be due and payable
on the Maturity Date.

      1.3. Default Interest Rate. Following the occurrence and during the
pendency of an Event of Default, which, if susceptible to cure is not cured
within twenty (20) days, otherwise then from the first date of such occurrence,
the annual interest rate on this Note shall (subject to Section 6.7)
automatically be ten percent (10%), and all outstanding obligations under this
Note shall accrue interest from the date of such Event of Default at such
interest rate applicable to such obligations until such Event of Default is
cured or waived.

                                   ARTICLE II

                              CONVERSION REPAYMENT

      2.1. Payment of Monthly Amount in Cash or Common Stock. Subject to Section
3.2 hereof, the Borrower, at the Borrower's election, shall pay the Monthly
Amount (i) in cash within three (3) business days after the applicable Repayment
Date, or (ii) in registered Common Stock at an applied conversion rate equal to
the lesser of (A) the Fixed Conversion Price (as defined in Section 3.1 hereof),
or (B) eighty-five percent (85%) of the VWAP for the fifteen (15) trading days
preceding such Repayment Date ("Alternate Price") but not less than $1.00 (as
such amount may be adjusted as described herein). The Borrower must send notice
to the Holder by confirmed telecopier not later than 3:00 PM, New York City time
on the twenty-second Trading Day preceding a Repayment Date notifying Holder of
Borrower's election to pay the Monthly Redemption Amount in cash or stock. The
Notice must state the amount of the Monthly Redemption Amount and include
supporting calculations. Elections by the Borrower must be made to all Holders
of Notes similar to this Note in proportion to the relative Note principal held
by such Note Holders. If such notice is not timely sent or if the Monthly
Redemption Amount is not timely delivered or if the Borrower elects to pay the
Monthly Redemption Amount with Common Stock, then Holder shall have the right to
elect in writing within three trading days prior to the applicable Repayment
Date or required Delivery Date, as the case may be whether to be paid in cash or
Common Stock or defer the cash payment of the relevant Monthly Redemption Amount
until three business days after demand therefore by the Holder. Such Holder's
election shall not be construed to be a waiver of any default by Borrower
relating to non-timely compliance by Borrower with any of its obligations under
this Note. Shares of Common Stock must be delivered to the Holder not later than
three (3) business days after the applicable Repayment Date. If the Company
elects to pay the Monthly Amount in cash, or if the payment of an Interim
Payment is required to be made with cash, then such payment must include an
additional amount equal to 8% of the principal portion of the Monthly Amount.
Whichever of the Principal Market or such other principal market or exchange
where the Common Stock is listed or traded is the principal trading exchange or
market for the Common Stock is the Principal Market.


                                       2
<PAGE>

      2.2. No Effective Registration. Notwithstanding anything to the contrary
herein, no amount payable hereunder may be paid in shares of Common Stock by the
Borrower without the Holder's consent unless (a) either (i) an effective current
Registration Statement covering the shares of Common Stock to be issued in
satisfaction of such obligations exists, or (ii) an exemption from registration
of the Common Stock is available pursuant to Rule 144(k) of the Securities Act,
and (b) an Event of Default (or an event that with the passage of time or the
giving of notice could become an Event of Default) is not continuing or was not
extant during the prior twenty business days, then commencing after the date the
Registration Statement described in Section 11.1(iv) of the Subscription
Agreement has been declared effective ("Actual Effective Date") is not extent or
waived in writing by the Holder in whole or in part at the Holder's option.

      2.3. Optional Redemption of Principal Amount. Provided an Event of Default
or an event which with the passage of time or the giving of notice could become
an Event of Default has not occurred, whether or not such Event of Default has
been cured, the Borrower will have the option of prepaying the outstanding
Principal amount of this Note ("Optional Redemption"), in whole or in part, by
paying to the Holder a sum of money equal to one hundred and twenty percent
(120%) of the Principal amount to be redeemed, together with accrued but unpaid
interest thereon and any and all other sums due, accrued or payable to the
Holder arising under this Note or any Transaction Document through the
Redemption Payment Date as defined below (the "Redemption Amount"). Borrower's
election to exercise its right to prepay must be by notice in writing ("Notice
of Redemption"). The Notice of Redemption shall specify the date for such
Optional Redemption (the "Redemption Payment Date"), which date shall be either
two (2) business days or thirty (30) business days after the date of the Notice
of Redemption (the "Redemption Period"). A Notice of Redemption shall not be
effective with respect to any portion of the Principal Amount for which the
Holder has a pending election to convert, or for conversions initiated or made
by the Holder during the Redemption Period. On the Redemption Payment Date, the
Redemption Amount, less any portion of the Redemption Amount against which the
Holder has exercised its conversion rights, shall be paid in good funds to the
Holder. In the event the Borrower fails to pay the Redemption Amount on the
Redemption Payment Date as set forth herein, then (i) such Notice of Redemption
will be null and void, (ii) Borrower will have no right to deliver another
Notice of Redemption, and (iii) Borrower's failure may be deemed by Holder to be
a non-curable Event of Default. A Redemption Notice may be given only at a time
a Registration Statement is effective. A Notice of Redemption may not be given
nor may the Borrower effectuate a Redemption without the consent of the Holder,
if at any time during the Redemption Period an Event of Default or an Event
which with the passage of time or giving of notice could become an Event of
Default (whether or not such Event of Default has been cured), has occurred or
the Registration Statement registering the Registrable Securities is not
effective each day during the Redemption Period.

                                   ARTICLE III

                                CONVERSION RIGHTS

      3.1. Holder's Conversion Rights. Subject to Section 3.2 and the mandatory
conversion provisions therein, the Holder shall have the right, but not the
obligation, to convert all or any portion of the then aggregate outstanding
Principal Amount of this Note, together with interest and fees due hereon, and
any sum arising under the Transaction Documents, including but not limited to
Liquidated Damages, into shares of Common Stock, subject to the terms and
conditions set forth in this Article III at the rate equal to the lesser of (i)
$1.40, or (ii) the average of the closing bid price for the ten trading days
preceding the Closing Date but in no event less than $1.00 ("Fixed Conversion
Price") as same may be adjusted pursuant to this Note and the Subscription
Agreement. The Holder may exercise such right by delivery to the Borrower of a
written Notice of Conversion pursuant to Section 3.3.


                                       3
<PAGE>

      3.2. Conversion Limitation. Notwithstanding anything contained herein to
the contrary, the Holder shall not be entitled to convert pursuant to the terms
of this Note nor may this Note be converted in whole or in part into an amount
of Common Stock that would be convertible into that number of Common Stock which
would exceed the difference between the number of shares of Common Stock
beneficially owned by such Holder and 4.99% of the outstanding shares of Common
Stock. For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange
Act and Regulation 13d-3 thereunder. The foregoing limitation shall be
calculated as of each Conversion Date. Aggregate conversions over time shall not
be limited to 4.99%. The Holder may waive the Conversion Share limitation
described in this Section 3.2, in whole or in part, upon 61 days prior notice to
the Borrower. The Holder may allocate which of the equity of the Borrower deemed
beneficially owned by the Holder shall be included in the 4.99% amount described
above and which shall be allocated to the excess above 4.99%.

      3.3. Mechanics of Holder's Conversion.

            (a) In the event that the Holder elects to convert any amounts
outstanding under this Note into Common Stock, the Holder shall give notice of
such election by delivering an executed and completed notice of conversion (a
"Notice of Conversion") to the Borrower, which Notice of Conversion shall
provide a breakdown in reasonable detail of the Principal Amount, accrued
interest and amounts being converted. The original Note is not required to be
surrendered to the Borrower until all sums due under the Note have been paid. On
each Conversion Date (as hereinafter defined) and in accordance with its Notice
of Conversion, the Holder shall make the appropriate reduction to the Principal
Amount, accrued interest and fees as entered in its records. Each date on which
a Notice of Conversion is delivered or telecopied to the Borrower in accordance
with the provisions hereof shall be deemed a "Conversion Date." A form of Notice
of Conversion to be employed by the Holder is annexed hereto as Exhibit A.

            (b) Pursuant to the terms of a Notice of Conversion, the Borrower
will issue instructions to the transfer agent accompanied by an opinion of
counsel, if so required by the Borrower's transfer agent, within two (2)
business days after the date of the delivery to Borrower of the Notice of
Conversion and shall cause the transfer agent to transmit the certificates
representing the Conversion Shares to the Holder by crediting the account of the
Holder's designated broker with the Depository Trust Corporation ("DTC") through
its Deposit Withdrawal Agent Commission ("DWAC") system within three (3)
business days after receipt by the Borrower of the Notice of Conversion (the
"Delivery Date"). In the case of the exercise of the conversion rights set forth
herein the conversion privilege shall be deemed to have been exercised and the
Conversion Shares issuable upon such conversion shall be deemed to have been
issued upon the date of receipt by the Borrower of the Notice of Conversion. The
Holder shall be treated for all purposes as the record holder of such shares of
Common Stock, unless the Holder provides the Borrower written instructions to
the contrary. Notwithstanding the foregoing to the contrary, the Borrower or its
transfer agent shall only be obligated to issue and deliver the shares to the
DTC on the Holder's behalf via DWAC (or certificates free of restrictive
legends) if the registration statement providing for the resale of the shares of
Common Stock issuable upon the conversion of this Note is effective and the
Holder has complied with all applicable securities laws in connection with the
sale of the Common Stock, including, without limitation, the prospectus delivery
requirements. In the event that Conversion Shares cannot be delivered to the
Holder via DWAC, the Borrower shall deliver physical certificates representing
the Conversion Shares by the Delivery Date.


                                       4
<PAGE>

      3.4. Conversion Calculations and Adjustments.

            (a) The number of shares of Common Stock to be issued upon each
conversion of this Note pursuant to this Article III shall be determined by
dividing that portion of the Principal Amount and interest and fees to be
converted, if any, by the then applicable Fixed Conversion Price.

            (b) The Fixed Conversion Price and number and kind of shares or
other securities to be issued upon conversion shall be subject to adjustment
from time to time upon the happening of certain events while this conversion
right remains outstanding, as follows:

                  A. Merger, Sale of Assets, etc. If the Borrower at any time
shall consolidate with or merge into or sell or convey all or substantially all
its assets to any other corporation, this Note, as to the unpaid principal
portion thereof and accrued interest thereon, shall thereafter be deemed to
evidence the right to purchase such number and kind of shares or other
securities and property as would have been issuable or distributable on account
of such consolidation, merger, sale or conveyance, upon or with respect to the
securities subject to the conversion or purchase right immediately prior to such
consolidation, merger, sale or conveyance. The foregoing provision shall
similarly apply to successive transactions of a similar nature by any such
successor or purchaser. Without limiting the generality of the foregoing, the
anti-dilution provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.

                  B. Reclassification, etc. If the Borrower at any time shall,
by reclassification or otherwise, change the Common Stock into the same or a
different number of securities of any class or classes, this Note, as to the
unpaid principal portion thereof and accrued interest thereon, shall thereafter
be deemed to evidence the right to purchase an adjusted number of such
securities and kind of securities as would have been issuable as the result of
such change with respect to the Common Stock immediately prior to such
reclassification or other change.

                  C. Stock Splits, Combinations and Dividends. If the shares of
Common Stock are subdivided or combined into a greater or smaller number of
shares of Common Stock, or if a dividend is paid on the Common Stock in shares
of Common Stock, the Conversion Price shall be proportionately reduced in case
of subdivision of shares or stock dividend or proportionately increased in the
case of combination of shares, in each such case by the ratio which the total
number of shares of Common Stock outstanding immediately after such event bears
to the total number of shares of Common Stock outstanding immediately prior to
such event.

                  D. Share Issuance. So long as this Note is outstanding, if the
Borrower shall issue any Common Stock except for the Excepted Issuances (as
defined in the Subscription Agreement), prior to the complete conversion or
payment of this Note, for a consideration less than the Fixed Conversion Price
that would be in effect at the time of such issue, then, and thereafter
successively upon each such issuance, the Fixed Conversion Price shall be
reduced to such other lower issue price. For purposes of this adjustment, the
issuance of any security or debt instrument of the Borrower carrying the right
to convert such security or debt instrument into Common Stock or of any warrant,
right or option to purchase Common Stock shall result in an adjustment to the
Fixed Conversion Price upon the issuance of the above-described security, debt
instrument, warrant, right, or option and again upon the issuance of shares of
Common Stock upon exercise of such conversion or purchase rights if such
issuance is at a price lower than the then applicable Conversion Price. The
reduction of the Fixed Conversion Price described in this paragraph is in
addition to the other rights of the Holder described in the Subscription
Agreement.

            (c) Whenever the Conversion Price is adjusted pursuant to Section
3.4(b) or any Transaction Document, the Borrower shall promptly deliver to the
Holder a notice setting forth the Conversion Price after such adjustment and
setting forth a statement of the facts requiring such adjustment.


                                       5
<PAGE>

      3.5. Reservation. During the period the conversion right exists, Borrower
will reserve from its authorized and unissued Common Stock not less than two
hundred percent (200%) of the number of shares to provide for the issuance of
Common Stock upon the full conversion of this Note as further described in the
Subscription Agreement. Borrower represents that upon issuance, such shares will
be duly and validly issued, fully paid and non-assessable. Borrower agrees that
its issuance of this Note shall constitute full authority to its officers,
agents, and transfer agents who are charged with the duty of executing and
issuing stock certificates to execute and issue the necessary certificates for
shares of Common Stock upon the conversion of this Note.

      3.6 Issuance of Replacement Note. Upon any partial conversion of this
Note, a replacement Note containing the same date and provisions of this Note
shall, at the written request of the Holder, be issued by the Borrower to the
Holder for the outstanding Principal Amount of this Note and accrued interest
which shall not have been converted or paid, provided Holder has surrendered an
original Note to the Company. In the event that the Holder elects not to
surrender a Note for reissuance upon partial payment or conversion, the Holder
hereby indemnifies the Borrower against any and all loss or damage attributable
to a third-party claim in an amount in excess of the actual amount then due
under the Note.

                                   ARTICLE IV

                                SECURITY INTEREST

      4. Security Interest/Waiver of Automatic Stay. This Note is secured by a
security interest granted to the Collateral Agent for the benefit of the Holder
pursuant to a Security Agreement, as delivered by Borrower to Holder.

                                    ARTICLE V

                                EVENTS OF DEFAULT

      The occurrence of any of the following events of default ("Event of
Default") shall, at the option of the Holder hereof, make all sums of principal
and interest then remaining unpaid hereon and all other amounts payable
hereunder immediately due and payable, upon demand, without presentment, or
grace period, all of which hereby are expressly waived, except as set forth
below:

      5.1 Failure to Pay Principal or Interest. The Borrower fails to pay any
installment of Principal Amount, interest or other sum due under this Note or
any Transaction Document when due and such failure continues for a period of
five (5) business days after the due date.

      5.2 Breach of Covenant. The Borrower breaches any material covenant or
other term or condition of the Subscription Agreement, this Note or Transaction
Document in any material respect and such breach, if subject to cure, continues
for a period of ten (10) business days after written notice to the Borrower from
the Holder.

      5.3 Breach of Representations and Warranties. Any material representation
or warranty of the Borrower made herein, in the Subscription Agreement,
Transaction Document or in any agreement, statement or certificate given in
writing pursuant hereto or in connection herewith or therewith shall be false or
misleading in any material respect as of the date made and as of each Closing
Date.


                                       6
<PAGE>

      5.4 Receiver or Trustee. The Borrower or any Subsidiary of Borrower shall
make an assignment for the benefit of creditors, or apply for or consent to the
appointment of a receiver or trustee for them or for a substantial part of their
property or business; or such a receiver or trustee shall otherwise be
appointed.

      5.5 Judgments. Any money judgment, writ or similar final process shall be
entered or filed against Borrower or any subsidiary of Borrower or any of their
property or other assets for more than $50,000, and shall remain unvacated,
unbonded or unstayed for a period of forty-five (45) days.

      5.6 Non-Payment. The Borrower shall have received a notice of default,
which remains uncured for a period of more than twenty (20) days, on the payment
of any one or more debts or obligations aggregating in excess of Fifty Thousand
Dollars (US $50,000.00) beyond any applicable grace period;

      5.7 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings or relief under any bankruptcy law or any law,
or the issuance of any notice in relation to such event, for the relief of
debtors shall be instituted by or against the Borrower or any Subsidiary of
Borrower and if instituted against them are not dismissed within forty-five (45)
days of initiation.

      5.8 Delisting. Delisting of the Common Stock from any Principal Market;
failure to comply with the requirements for continued listing on a Principal
Market for a period of seven consecutive trading days; or notification from a
Principal Market that the Borrower is not in compliance with the conditions for
such continued listing on such Principal Market.

      5.9 Stop Trade. An SEC or judicial stop trade order or Principal Market
trading suspension with respect to Borrower's Common Stock that lasts for five
or more consecutive trading days.

      5.10 Failure to Deliver Common Stock or Replacement Note. Borrower's
failure to timely deliver Common Stock to the Holder pursuant to an`d in the
form required by this Note or the Subscription Agreement, and, if requested by
Borrower, a replacement Note.

      5.11 Non-Registration Event. The occurrence of a Non-Registration Event as
described in the Subscription Agreement.

      5.12 Reverse Splits. The Borrower effectuates a reverse split of its
Common Stock without twenty days prior written notice to the Holder.

      5.13 Cross Default. A default by the Borrower of a material term,
covenant, warranty or undertaking of any Transaction Document or other agreement
to which the Borrower and Holder are parties, or the occurrence of a material
event of default under any such other agreement which is not cured after any
required notice and/or cure period.

      5.14 Reservation Default. The occurrence of Reservation Default as
described in the Subscription Agreement.

                                   ARTICLE VI

                                  MISCELLANEOUS

      6.1 Failure or Indulgence Not Waiver. No failure or delay on the part of
Holder hereof in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege. All rights and remedies existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise
available.


                                       7
<PAGE>

      6.2 Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Borrower to: VoIP, Inc., 12330 SW53
Street, Suite 712, Cooper City Florida 33330, Attn: Steven Ivester, President
and CEO, telecopier: (954) 434-2877, with a copy by telecopier only to: Ronald
L. Brown, Esq., Andrews Kurth LLP, 1717 Main Street, Suite 3700, Dallas, Texas
75201, telecopier: (214) 659-4819, and (ii) if to the Holder, to the name,
address and telecopy number set forth on the front page of this Note, with a
copy by telecopier only to Grushko & Mittman, P.C., 551 Fifth Avenue, Suite
1601, New York, New York 10176, telecopier number: (212) 697-3575.

      6.3 Amendment Provision. The term "Note" and all reference thereto, as
used throughout this instrument, shall mean this instrument as originally
executed, or if later amended or supplemented, then as so amended or
supplemented.

      6.4 Assignability. This Note shall be binding upon the Borrower and its
successors and assigns, and shall inure to the benefit of the Holder and its
successors and assigns.

      6.5 Cost of Collection. If default is made in the payment of this Note,
Borrower shall pay the Holder hereof reasonable costs of collection, including
reasonable attorneys' fees.

      6.6 Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts
of laws principles that would result in the application of the substantive laws
of another jurisdiction. Any action brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the state of
New York. Both parties and the individual signing this Note on behalf of the
Borrower agree to submit to the jurisdiction of such courts. The prevailing
party shall be entitled to recover from the other party its reasonable
attorney's fees and costs. In the event that any provision of this Note is
invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict
therewith and shall be deemed modified to conform with such statute or rule of
law. Any such provision which may prove invalid or unenforceable under any law
shall not affect the validity or unenforceability of any other provision of this
Note. Nothing contained herein shall be deemed or operate to preclude the Holder
from bringing suit or taking other legal action against the Borrower in any
other jurisdiction to collect on the Borrower's obligations to Holder, to
realize on any collateral or any other security for such obligations, or to
enforce a judgment or other court in favor of the Holder.


                                       8
<PAGE>

      6.7 Maximum Payments. Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest required to be paid or other charges hereunder exceed the maximum
permitted by such law, any payments in excess of such maximum shall be credited
against amounts owed by the Borrower to the Holder and thus refunded to the
Borrower.

      6.8. Construction. Each party acknowledges that its legal counsel
participated in the preparation of this Note and, therefore, stipulates that the
rule of construction that ambiguities are to be resolved against the drafting
party shall not be applied in the interpretation of this Note to favor any party
against the other.

      6.9 Redemption. This Note may not be redeemed or called without the
consent of the Holder except as described in this Note.

      6.10 Shareholder Status. The Holder shall not have rights as a shareholder
of the Borrower with respect to unconverted portions of this Note. However, the
Holder will have the rights of a shareholder of the Borrower with respect to the
Shares of Common Stock to be received after delivery by the Holder of a
Conversion Notice to the Borrower.


                                       9
<PAGE>

      IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name
by an authorized officer as of the ____ day of January, 2006.

                                        VOIP, INC.

                                        By:
                                           -------------------------------------
                                               Name:
                                               Title:

WITNESS:

--------------------------------------


                                       10
<PAGE>

                              NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to convert the Note)

      The undersigned hereby elects to convert $_________ of the principal and
$_________ of the interest due on the Note issued by VoIP, Inc. on January 6,
2006 into Shares of Common Stock of VoIP, Inc. (the "Borrower") according to the
conditions set forth in such Note, as of the date written below.

Date of Conversion:_____________________________________________________________

Conversion Price:_______________________________________________________________

Number of Shares of Common Stock Beneficially Owned on the Conversion Date: Less
than 5% of the outstanding Common Stock of VoIP, Inc.

Shares To Be Delivered:_________________________________________________________

Signature:______________________________________________________________________

Print Name:_____________________________________________________________________

Address:________________________________________________________________________

        ________________________________________________________________________
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                           DEMAND FOR INTERIM PAYMENT

      The undersigned holder of a Note issued by VoIP, Inc. on January ___, 2006
hereby demands the payment of an Interim Payment pursuant to the following:

____________ Determination Date (the date dollar-volume trading exceeded the
Liquidity Benchmark)

$___________ Total dollar-volume trading on the Determination Date.

$___________ Liquidity Multiple (Total dollar-volume trading on Determination
Date divided by Liquidity Benchmark).

$___________ Fixed Principal Portion payable on each Repayment Date.

$___________ Interim Payment Amount (108% of Fixed Principal Portion multiplied
by Liquidity Multiple).

|_| Demand is made for the Interim Payment to be paid in cash.

|_| Demand is made that _________ shares of Common Stock be delivered in
satisfaction of the Interim Payment Amount with such shares valued at 85% of the
VWAP for the 15 trading days preceding the date of this Demand For Interim
Payment is given to the Company.

Number of Shares of Common Stock Beneficially Owned on the Conversion Date: Less
than 5% of the outstanding Common Stock of VoIP, Inc.

Shares To Be Delivered:_________________________________________________________

Signature:______________________________________________________________________

Print Name:_____________________________________________________________________

Address:________________________________________________________________________

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Delivery Instructions: _________________________________________________________

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