Exhibit 4.3

                                   VoIP, INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT

                                        Optionee: ______________________________

                                        Number of Shares: ______________________

                                        Option Exercise Price: $________________

                                        Option Expiration Date:  _______________

                                        Effective Date of Grant: _______________

         1. Grant of  Options.  VoIP,  Inc.,  a Texas  corporation  ("Grantor"),
hereby grants to the above-named  optionee  ("Optionee"),  a non-qualified stock
option  (collectively,  "Options") to purchase at the Option Exercise Price (set
forth above) per share,  until the Option  Expiration Date, and on the terms and
conditions set forth in this agreement  ("Agreement")  that number of shares, as
adjusted as herein provided (as so adjusted,  "Option Shares"),  of common stock
("Common  Stock") of the Grantor,  pursuant to the  Grantor's  2004 Stock Option
Plan (the "Plan").

         2.  Vested  Shares:  The  number of  Vested  Shares  (disregarding  any
resulting  fractional  share) as of any date is  determined by  multiplying  the
Number of Option  Shares by the  "Vested  Ratio"  determined  as of such date as
follows:

                  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
         engagement  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 engagement with the Company
         is terminated by the Company  within one (1) year following a Change in
         Control  for any  reason  other  than  Cause,  then  Vesting  shall  be
         determined pursuant to the Plan.


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                  c. Any cessation of Services by the Optionee other than upon a
         Change of Control shall terminate the vesting schedule, and any options
         that  have  theretofore  become  vested  shall  be  exercisable  by the
         Optionee.

         3. Exercise of Options.  Other terms,  times and conditions of exercise
of the Options are as follows:

                  a. Prior to the Expiration Date, vested Options shall be fully
         exercisable  in  whole  or in part for a  number  of  shares  up to the
         aggregate  number of all vested  Option  Shares.  The Options  shall be
         execised by completing the exercise form attached hereto as Exhibit A.

                  b. Upon the death or Disability of the Optionee,  the Optionee
         or the personal  representative  of the Optionee,  as  applicable,  may
         exercise the Options to the extent not  previously  exercised  (and, in
         the case of death,  to the extent the Options could have been exercised
         by the Optionee on the date of death) subject to the terms set forth in
         this  Agreement,  until  their  termination  as  provided  by Section 2
         hereof.

                  c. The Options shall be exercised by written  notice  directed
         to the  Grantor.  Such  written  notice  shall be  accompanied  by full
         payment  in cash for the  number of  Option  Shares  specified  in such
         written notice or by such other method authorized by the Plan.

                  d. Subject to the terms of this Agreement or the Plan,  vested
         Options may be  exercised  at any time and without  regard to any other
         option to purchase stock of the Company held by the Optionee.

                  e. In the event  the  outstanding  shares of Common  Stock are
         increased or  decreased  or changed  into or exchanged  for a different
         number or kind of shares or other  securities  of the Company or of any
         other   corporation   by   reason  of  any   merger,   sale  of  stock,
         consolidation, liquidation,  recapitalization,  reclassification, stock
         split up, combination of shares, stock dividend,  or transaction having
         similar effect, the total number of shares subject to this Option shall
         be proportionately  and appropriately  adjusted.  Any fractional shares
         resulting  from any of the  foregoing  adjustments  under this  section
         shall be disregarded and eliminated.

         4. Nontransferability.  The Options are not transferable except by will
or by the laws of descent and distribution.  The Options may be exercised during
the lifetime of the Optionee only by the Optionee.

         5.  Limitation  of  Rights.  The  Optionee  shall  have no  rights as a
stockholder  with respect to the Option  Shares until the Optionee  shall become
the holder of record of such Option Shares.

         6.  Successors.  This Agreement  shall be binding upon any successor of
the Grantor and Optionee, in accordance with the terms of this Agreement and the
Plan.

         7. Plan. The Option is subject to all terms and provisions of the Plan,
and in the event of any  discrepancy  between the Plan and this  Agreement,  the
Plan shall control.

                            [Signature Page Follows]



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         IN WITNESS  WHEREOF,  the Grantor and the Optionee  has  executed  this
Agreement, effective this ___ day of __________, 20__.



                                              VoIP, Inc.



                                              By:_______________________________
                                              Steven Ivester, President






                                              __________________________________
                                              OPTIONEE -
















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