**Exhibit
      10.32.1**






**$300,000
      SUBORDINATED DEMAND PROMISSORY NOTE**




FOR
      VALUE RECEIVED, VoIP, Inc., a Texas corporation (hereinafter called "Borrower"
      or “Maker”), hereby promises to pay to Shawn Lewis (the “Lender” or "Holder"),
      the sum of three hundred thousand ($300,000) dollars, with interest accruing
      at
      the annual rate of 10%, upon demand (the "Maturity Date").  The foregoing
      terms shall apply to this Subordinated Demand Promissory Note (the
“Note”):




**ARTICLE
      I**




**GENERAL
      PROVISIONS**




1.1 Payment
      Grace Period . 
      Upon formal demand, the Borrower shall have a ten (10) day grace period to
      pay
      the principal and interest due under this Note.  In the event that Borrower
      fails to pay the principal and interest due under this Note within the
      applicable period, then in that event in addition to all sums due and owing
      under this Note, Borrower will also be required to pay the sum of seven hundred
      fifty thousand dollars ($750,000.00) as liquidated damages.




1.2 Payment
      Terms . 
      The Note principal and accrued interest shall be payable upon demand, the
      Maturity Date.




1.3 Interest
      Rate .  
      Interest payable on this Note shall accrue at the annual rate of eight (10%)
      percent per annum.




1.4 Issuance
      Date . 
      Shall be the date the Note is executed by the Borrower as set forth
      below.




1.5 Right
      to Pre-Pay . 
      Borrower shall have the right to pre-pay this Note at any time without
      penalty.




**ARTICLE
      II**




**EVENT
      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 in accordance with Article I, upon demand, without presentment,
      or
      grace period, all of which hereby are expressly waived, except as set forth
      below:




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




2.2 Breach
      of Representations and Warranties . 
      Any material representation or warranty of the Borrower made herein, or in
      any
      agreement, statement or certificate given in writing pursuant hereto or in
      connection therewith shall be false or misleading in any material respect as
      of
      the date made.









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




2.4 Judgments . 
      Any money judgment, writ or similar final process shall be entered or filed
      against Borrower or any of its property or other assets for more than $250,000,
      and shall remain unvacated, unbonded or unstayed for a period of forty-five
      (45)
      days.




2.5 Bankruptcy . 
      Bankruptcy, insolvency, reorganization or liquidation proceedings or other
      proceedings or relief under any bankruptcy law or any law for the relief of
      debtors shall be instituted by or against the Borrower and if instituted against
      Borrower are not dismissed within 45 days of initiation.




2.6 Failure
      to Deliver Replacement Note . 
      Borrower's failure to timely deliver if required a replacement
      Note.




**ARTICLE
      III**




**MISCELLANEOUS**




3.1 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.




3.2 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. 151 South
      Wymore Road, Suite 3000, Altamonte Springs FL  32714, telecopier number
      407-389-3233, and (ii) if to the Holder, to the name set forth on the front
      page
      of this Note, telecopier number:




3.3 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.




3.4 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.




3.5 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.











3.6 Governing
      Law . 
      This Note shall be governed by and construed in accordance with the laws of
      the
      State of New York.  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 Agreement 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.




3.7 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.




3.8 Subordination . 
      This Note is subordinate to the Borrower’s outstanding secured
      obligations.




**** 3.9 Legal
      Representation . 
      Both Borrower and Holder warrant and represent that the law firm of Baratta,
      Baratta & Aidala, LLP has acted solely as legal counsel for Borrower and
      that Holder has been provided with sufficient opportunity to consult with its
      own legal and financial advisors in connection with the transaction evidenced
      by
      this Note.




**IN
      WITNESS WHEREOF** ,
      Borrower has caused this Note to be signed in its name by an authorized officer
      on this 29th day of March, 2007.






VOIP,
                  INC.
                
                
                By:________________________________
                Name:
                  Robert Staats
                Title:
                  Chief Accounting Officer









WITNESS:






_______________________________






AGREED
      TO:











Shawn
      Lewis