Exhibit 4.2

                                   VOIP, INC.
                        INCENTIVE STOCK OPTION AGREEMENT

                                 pursuant to the

                        VOIP, INC. 2004 STOCK OPTION PLAN

         THIS INCENTIVE STOCK OPTION  AGREEMENT  (this  "Agreement") is made and
entered into by and between VOIP, INC., a Texas corporation (the "Company"), and
__________ (the  "Optionee"),  effective as of ____________,  20__ (the "Date of
Grant").

         1. Grant of Option.  The Company  hereby grants to the Optionee and the
Optionee  hereby  accepts,  subject  to the  terms  and  conditions  hereof,  an
Incentive Stock Option (the "Option") to purchase up to  ____________  shares of
Company's Common Stock, par value $0.001 per share (the "Common Stock"),  at the
Exercise Price per share set forth in Section 4 below.

         2.  Governing  Plan.  This Option is granted  pursuant to the Company's
2004 Stock  Option  Plan (the  "Plan"),  a copy of which is  attached  hereto as
Attachment One and incorporated herein for all purposes.  Capitalized terms used
but not otherwise defined herein have the meanings as set forth in the Plan. The
Optionee agrees to be bound by the terms and conditions of the Plan, which terms
and conditions of the Plan control in case of any conflict with this  Agreement,
except as otherwise specifically provided for in the Plan.

         3.  Expiration  of the  Option.  The Option (to the extent not  earlier
exercised or terminated  in accordance  with the Plan) will expire at the end of
business  on  September  9, 2014,  which date is not in excess of ten (10) years
from the Date of Grant of the  Option.  The Option may  terminate  sooner  under
certain  circumstances,  including termination of the Optionee's employment with
the Company and/or any Affiliated Entity, as set forth in Sections 5.13 and 5.14
of the Plan or upon  certain  Changes in Control,  as provided in the Plan.  The
Option may not be exercised after its expiration or termination.

         4. Exercise Price.  The "Exercise  Price" of the Option  is____________
($____) per share of Common Stock.  The Exercise  Price is subject to adjustment
or amendment as set forth in the Plan.

         5. Vesting.

                  (a) On each  Measurement Date set forth in Column 1 below, the
         Option shall vest and become  exercisable for the corresponding  number
         of shares of Common Stock set forth in Column 2 below if the Optionee's
         employment  with the  Company  and/or  any  Affiliated  Entity  has not
         terminated.  The "Vested  Portion"  of the Option as of any  particular
         date shall be the  cumulative  total of all shares for which the Option
         has become exercisable as of that date.

        --------------------------------- -------------------------------
                    Column 1                         Column 2

                Measurement Date           Vested Portion of the Option
        --------------------------------- -------------------------------

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

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

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

                  (b) Notwithstanding  anything to the contrary contained herein
         or in  the  Plan,  in  the  event  the  Optionee's  employment  with  a
         Participating  Company is  terminated  by  Company  within one (1) year
         following a Change in Control for reasons  other than for Cause,  or if
         the Optionee terminates his employment with a Participating Company for
         Good Reason  following a Change in Control,  then, the vesting shall be
         determined pursuant to the Plan.



                                       1
<PAGE>

         6. Exercise of the Option.  The Vested  Portion (as herein  defined) of
the Option may be exercised, to the extent not previously exercised, in whole or
in part, at any time or from time to time prior to the expiration or termination
of the Option,  except that no Option shall be exercisable  except in respect to
whole shares, and not less than one hundred (100) shares may be purchased at one
time unless the number  purchased is the total number at the time  available for
purchase  under the  terms of the  Option.  Exercise  shall be  accomplished  by
providing the Company with written notice in the form of Exhibit A hereto, which
notice shall be irrevocable when delivered and effective upon payment in full of
the Option  Price in  accordance  with  Section  6.3 of the Plan and any amounts
required in accordance with Section 6.4 of the Plan for withholding  taxes,  and
the satisfaction of all other conditions to exercise imposed under the Plan.

         7.  Nontransferability  of Option. The Option shall not be transferable
or  assignable  by the  Optionee,  other than by will or the laws of descent and
distribution,  and shall be exercisable  during the Optionee's  lifetime only by
the Optionee.

         8.  Administration.  The Plan and this Agreement  shall be administered
and may be definitively  interpreted by the Board,  and the Optionee agrees that
the decisions of the Board concerning  administration  and interpretation of the
Plan and this Agreement shall be final, binding and conclusive on all persons.

         9. Notices.  All notices or other  communications which are required or
permitted  hereunder  or in the Plan shall be in writing and  sufficient  if (i)
personally  delivered,  (ii) sent by nationally  recognized overnight courier or
(iii) sent by registered or certified  mail,  postage  prepaid,  return  receipt
requested, addressed as follows: (a) if to Optionee, at the address set forth on
the signature page below; or (b) if to the Company,  at the address set forth in
the signature page hereto, or in either case, to such other address as the party
to whom notice is to be given may have  furnished  to the other party in writing
in  accordance  herewith.  Any such  communication  shall be deemed to have been
given (i) when delivered,  if personally  delivered,  (ii) on the first Business
Day (as hereinafter  defined) after dispatch,  if sent by nationally  recognized
overnight  courier and (iii) on the third  Business  Day  following  the date on
which the piece of mail  containing  such  communication  is posted,  if sent by
mail. As used herein, "Business Day" means a day that is not a Saturday,  Sunday
or a day on  which  banking  institutions  in the city to which  the  notice  or
communication is to be sent are not required to be open.

         10.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.



















                                       2
<PAGE>

         IN WITNESS  WHEREOF,  this Agreement has been executed on behalf of the
Company by its duly authorized officer, and by the Optionee in acceptance of the
above-mentioned  Option,  subject to the terms and conditions of the Plan and of
this Agreement, all as of the day and year first above written.

                                    COMPANY:

                                    VOIP, INC., a Texas corporation


                                    By:      ___________________________________
                                    Name:    ___________________________________
                                    Title:   ___________________________________

                                    Address: 12330 SW 53rd Street, Suite 700
                                             Ft. Lauderdale, FL  33330

                                    OPTIONEE:


                                    ____________________________________________
                                    Printed Name:
                                    Address: ___________________________________
                                             ___________________________________
                                             ___________________________________

                                    Telephone No.:______________________________


























                                       3
<PAGE>

                                    EXHIBIT A

                               NOTICE OF EXERCISE
                                      under
                        INCENTIVE STOCK OPTION AGREEMENT
                             issued pursuant to the
                        VOIP, INC. 2004 STOCK OPTION PLAN

         To:      VOIP, Inc. (the "Company")

         From:    _______________________

         Date:    _______________________

         Pursuant to the VOIP,  Inc. 2004 Stock Option Plan (the "Plan") and the
Incentive  Stock Option  Agreement  (the  "Agreement")  (capitalized  terms used
without definition herein have the meanings given such terms in the Agreement or
the Plan)  between  the  Company  and myself  effective  ______________________,
20___, I hereby exercise my Option as follows:

-------------------------------------------------------------------------- -----
Number of shares of Common Stock I wish to purchase under the Option
-------------------------------------------------------------------------- -----
Exercise Price per Share                                                   $
-------------------------------------------------------------------------- -----
Total Exercise Price                                                       $
-------------------------------------------------------------------------- -----
"Vested Portion" of Option (see definition in Section 5 of the Agreement)
-------------------------------------------------------------------------- -----
Number of shares I have previously purchased by exercising the Option
-------------------------------------------------------------------------- -----
Expiration Date of the Option
-------------------------------------------------------------------------- -----


         I hereby represent, warrant, and covenant to the Company that:

                  (a) I am acquiring  the Common  Stock for my own account,  for
         investment,  and not for  distribution  or  resale,  and I will make no
         transfer of such Common  Stock  except in  compliance  with  applicable
         federal and state securities laws and in accordance with the provisions
         of the Plan and the Agreement.

                  (b) I can  bear the  economic  risk of the  investment  in the
         Common Stock  resulting  from this exercise of the Option,  including a
         total loss of my investment.

                  (c) I am experienced in business and financial  matters and am
         capable of (i)  evaluating the merits and risks of an investment in the
         Common Stock;  (ii) making an informed  investment  decision  regarding
         exercise of the Option; and (iii) protecting my interests in connection
         therewith.

                  (d) Any subsequent  offer for sale or  distribution  of any of
         the  shares  of  Common  Stock  shall be made  only  pursuant  to (i) a
         registration statement on an appropriate form under the Securities Act,
         which  registration  statement has become effective and is current with
         regard  to the  shares  being  offered  or  sold,  or  (ii) a  specific
         exemption from the registration  requirements of the Securities Act, it
         being  understood  that to the extent any such exemption is claimed,  I
         shall,  prior to any  offer for sale or sale of such  shares,  obtain a
         prior favorable written opinion, in form and substance  satisfactory to
         the   Administering   Body,   from  counsel  for  or  approved  by  the
         Administering Body, as to the applicability of such exemption thereto.

















<PAGE>

         Attached in full payment of the Exercise Price for the Option exercised
herein is (a) a check made  payable to the Company in the amount of  $__________
and/or (b) a stock  certificate  for  ________  shares of Common Stock that have
been owned by me or by me and my spouse jointly for at least six months,  with a
duly completed stock power attached,  with a total Fair Market Value on the date
hereof to the Total Exercise Price.

                                    OPTIONEE:


                                    ____________________________________________

                                    Name:_______________________________________

                                    Address: ___________________________________
                                             ___________________________________
                                             ___________________________________

                                    RECEIVED BY THE COMPANY:

                                    VOIP, INC., a Texas corporation


                                    By:      ___________________________________
                                    Name:    ___________________________________
                                    Title:   ___________________________________

                                    Address: 12330 SW 53rd Street, Suite 700
                                             Ft. Lauderdale, FL  33330

                                    Date:    ___________________________________