Exhibit
      10.1

    CONSULTANT
      AGREEMENT

    


    This
      Agreement is made and entered into as of the 6th day of September, 2007 between
      VoIP, Inc. (the “Company”) and CEOcast, Inc. (the “Consultant”)

    


    In
      consideration of and for the mutual promises and covenants contained herein,
      and
      for other good and valuable consideration, the receipt of which is hereby
      acknowledged, the parties agree as follows:

    


    
      	1.	
              Purpose.
                The Company hereby employs the Consultant during the Term (as defined
                below) to render Investor Relations services to the Company, upon
                the
                terms and conditions as set forth
                herein.

            


    

    


    
      	2.	
              Term.
                This Agreement shall be effective for a twelve-month period (the
“Term”)
                commencing on the date hereof. 

            


    

    


    
      	3.	
              Duties
                of Consultant.
                During the term of this Agreement, the Consultant shall provide to
                the
                Company those services outlined in Exhibit A. Notwithstanding the
                foregoing, it is understood and acknowledged by the parties that
                the
                Consultant: (a) shall perform its analysis and reach its conclusions
                about
                the Company independently, and that the Company shall have no involvement
                therein; and (b) shall not render advice and/or services to the Company
                in
                any manner, directly or indirectly, that is in connection with the
                offer
                or sale of securities in a capital raising transaction or that could
                result in market making.

            


    

    


    
      	4.	
              Expenses.
                The Company, upon receipt of appropriate supporting documentation,
                shall
                reimburse the Consultant for any and all reasonable out-of-pocket
                expenses
                incurred by it in connection with services requested by the Company,
                including, but not limited to, all charges for travel, printing costs
                and
                other expenses spent on the Company’s behalf. The Company shall
                immediately pay such expenses upon the presentation of invoices.
                Consultant shall not incur more than $500 in expenses without the
                express
                consent of the Company.

            


    

    


    
      	5.	
              Compensation.
                For
                services to be rendered by the Consultant hereunder, the Consultant
                shall
                receive from the Company upon the signing of the Agreement: (a) $10,000
                (the “Retainer), which shall represent the first and last month’s payment
                under the Agreement and (b) 400,000 shares of the Company’s fully-paid,
                non-assessable common stock. In addition, the Company shall pay Consultant
                $10,000 on or before the 6th day of each month during the term of
                the
                Agreement. Company shall also pay Consultant Expenses as outlined
                in
                Section 4 promptly. Company shall grant Consultant “piggyback”
                registration rights, which shall entitle Consultant to register its
                shares
                in connection with the Company’s next registration of securities, at
                Company’s expense. Company shall also provide Consultant an opinion
                allowing Consultant to sell its shares under Rule
                144.

            


    

    


    
      	6.	
              Further
                Agreements.
                Because of the nature of the services being provided by Consultant
                hereunder, Consultant acknowledges that if it may receive access
                to
                Confidential Information (as defined in Section 6 hereof) and that,
                as a
                consultant to the Company, it will attempt to provide advice that
                serves
                the best interest of the Company. Because of the uniqueness of this
                relationship, the Consultant covenants and agrees that, with respect
                to
                the Common Stock that it receives. Consultant shall, at all times
                that it
                is the beneficial owner of such shares, vote such shares on all matters
                coming before it as a stockholder of the Company in the same manner
                as the
                majority of the Board of Directors of the Company shall
                recommend.

            


    

    


    
      	7.	
              Confidentiality.
                Consultant acknowledges that as a consequence of its relationship
                with the
                Company, it may be given access to confidential information which
                may
                include the following types of information; financial statements
                and
                related financial information with respect to the Company and its
                subsidiaries (the “Confidential Financial Information”), trade secrets,
                products, product development, product packaging, future marketing
                materials, business plans, certain methods of operations, procedures,
                improvements, systems, customer lists, supplier lists and specifications,
                and other private and confidential materials concerning the Company’s
                business (collectively, “Confidential
                Information”).

            


    

    


    Consultant
      covenants and agrees to hold such Confidential Information strictly confidential
      and shall only use such information solely to perform its duties under this
      Agreement, and Consultant shall refrain from allowing such information to be
      used in any way for its own private or commercial purposes. Consultant shall
      also refrain from disclosing any such Confidential Information to any third
      parties. Consultant further agrees that upon termination or expiration of this
      Agreement, it will return all Confidential Information and copies thereof to
      the
      Company and will destroy all notes, reports and other material prepared by
      or
      for it containing Confidential Information. Consultant understands and agrees
      that the Company might be irreparably harmed by violation of this Agreement
      and
      that monetary damages may be inadequate to compensate the Company. Accordingly,
      the Consultant agrees that, in addition to any other remedies available to
      it at
      law or in equity, the Company shall be entitled to injunctive relief to enforce
      the terms of this Agreement.

     

    
      
        
        

      

      
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    Notwithstanding
      the foregoing, nothing herein shall be construed as prohibiting Consultant
      from
      disclosing any Confidential Information (a) which at the time of disclosure.
      Consultant can demonstrate either was in the public domain and generally
      available to the public or thereafter becomes a part of the public domain and
      is
      generally available to the public by publication or otherwise through no act
      of
      the Consultant; (b) which Consultant can establish was independently developed
      by a third party who developed it without the use of the Confidential
      Information and who did not acquire it directly or indirectly from Consultant
      under an obligation of confidence; (c) which Consultant can show was received
      by
      it after the termination of this Agreement from a third party who did not
      acquire it directly or indirectly from the Company under an obligation of
      confidence; or (d) to the extent that the Consultant can reasonably demonstrate
      such disclosure is required by law or in any legal proceeding, governmental
      investigation, or other similar proceeding.

    


    Severability.
      If any
      provision of this Agreement shall be held or made invalid by a statute, rule,
      regulation, decision of a tribunal or otherwise, the remainder of this Agreement
      shall not be affected thereby and, to this extent, the provisions of this
      Agreement shall be deemed to be severable. 

    


    
      	8.	
              Governing
                Law; Venue; Jurisdiction.
                This Agreement shall be construed and enforced in accordance with
                and
                governed by the laws of the State of New York, without reference
                to
                principles of conflicts or choice of law thereof. Each of the parties
                consents to the jurisdiction of the U.S. District Court in the Southern
                District of New York in connection with any dispute arising under
                this
                Agreement and hereby waives, to the maximum extent permitted by law,
                any
                objection, including any objection based on forum non conveniens
                to
                the bringing of any such proceeding in such jurisdictions. Each party
                hereby agrees that if another party to this Agreement obtains a judgment
                against it in such a proceeding, the party which obtained such judgment
                may enforce same by summary judgment in the courts of any country
                having
                jurisdiction over the party against whom such judgment was obtained,
                and
                each party hereby waives any defenses available to it under local
                law and
                agrees to the enforcement of such a judgment. Each party to this
                Agreement
                irrevocably consents to the service of process in any such proceeding
                by
                the mailing of copies thereof by registered or certified mail, postage
                prepaid, to such party at it address set forth herein. Nothing herein
                shall affect the right of any party to serve process in any other
                manner
                permitted by law. Each party waives its right to a trial by
                jury.

            


    

    


    
      	9.	
              Miscellaneous.

            


    

    


    
      	(a)	
              Any
                notice or other communication between parties hereto shall be sufficiently
                given if sent by certified or registered mail, postage prepaid, if
                to the
                Company, addressed to it at 151 S. Wymore Road, Suite 3000, Altamonte
                Springs, FL 32714 or if to the Consultant, addressed to it at CEOcast,
                Inc., 369 Lexington Avenue, 4th
                Floor, New York, NY 10017 Attention: Administrator, facsimile number:
                (212) 732-1131, or to such address as may hereafter be designated
                in
                writing by one party to the other. Any notice or other communication
                hereunder shall be deemed given three days after deposit in the mail
                if
                mailed by certified mail, return receipt requested, or on the day
                after
                deposit with an overnight courier service for next day delivery,
                or on the
                date delivered by hand or by facsimile with accurate confirmation
                generated by the transmitting facsimile machine, at the address or
                number
                designated above (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).

            


    

    


    
      	(b)	
              This
                Agreement embodies the entire Agreement and understanding between
                the
                Company and the Consultant and supersedes any and all negotiations,
                prior
                discussions and preliminary and prior arrangements and understandings
                related to the central subject matter
                hereof.

            


    

    


    
      	(c)	
              This
                Agreement has been duly authorized, executed and delivered by and
                on
                behalf of the Company and the
                Consultant.

            


    

    


    
      	(d)	
              This
                Agreement and all rights, liabilities and obligations hereunder shall
                be
                binding upon and inure to the benefit of each party’s successors but may
                not be assigned without the prior written approval of the other
                party.

            


    

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      hereof.

         

    
      	
              VOIP,
                INC.

            
	 	 
	
              By:
                

            	
              /s/
                Anthony Cataldo

            
	 	
              Chairman
                & CEO

            
	 	 
	 	 
	
              CEOCAST,
                INC.

            
	 	 
	
              By:

            	
              /s/
                Michael Wachs

            


    

    
       

      
        
        

      

      
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    EXHIBIT
      A

    


    1.
      Non-deal road show including meetings with brokers, fund managers and high
      net-worth investors.

    2.
      Company featured on the Home Page of our Internet site for one week each
      quarter.

    3.
      The
      writing and distribution of press releases to over 275,000 opt-in communications
      investors.

    4.
      Company covered in CEOcast weekly newsletter.

    5.
      Calls
      to 200 brokers on each news release. 

    6.
      Interviews on ceocast.com web site as desired with distribution to over 275,000
      opt-in communications investors.

    7.
      Investor line to handle call volume.

    8.
      Strategic advice, including technical analysis to ensure that press release
      distribution and other dissemination of news releases generates the maximum
      impact.

    9.
      Maintenance of company databases.

     

    
      
        
        

      

      
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