Unassociated Document


    Exhibit
      10.1

    


    PROMISSORY
      NOTE

    


    
      	
              $83,333.00

            	
              December
                15, 2006

            


    

     

    FOR
      VALUE
      RECEIVED, the undersigned VoIP, INC., a Texas corporation (“Debtor”), promises
      to pay to the order of WHALEHAVEN CAPITAL FUND, LIMITED, or its successors
      or
      assigns (“Lender”), on December 22, 2006 or on demand (“Maturity Date”) at
      3rd
      Floor,
      14 Par-Laville Road, Hamilton, Bermuda HM08, or at such other place as the
      Lender may designate from time to time in writing to the Debtor, in lawful
      money
      of the United States of America, the principal sum of Eighty Three Thousand
      Three Hundred Thirty Three Dollars ($83,333.00), together with interest on
      the
      unpaid principal balance of the Note from the date hereof until paid at twelve
      percent (12%) per annum. In the event Debtor’s default hereunder, interest on
      amounts past due pursuant to this Note shall be paid at a rate of eighteen
      percent (18%) per annum. Interest shall be computed on the basis of a 360-day
      year, rate of eighteen percent (18%) per annum. Interest shall be computed
      on
      the basis of a 360-day year.

    


    Lender
      shall also be entitled to receive 5-year warrants to purchase available shares
      of Debtor’s common stock exercisable at $0.475 a warrant share (the “Exercise
      Price”). The number of warrants Lender shall receive will be based upon the
      amount due under this Promissory Note as of the Maturity Date (plus any interest
      at the 18% default rate above) divided by the Exercise Price, and the warrants
      shall contain a cashless exercise feature.

    


    The
      delay
      or failure to exercise any right hereunder shall not waive such right. The
      undersigned hereby waives demand, presentment, protest, notice of dishonor
      or
      nonpayment, notice of protest, any and all delays or lack of diligence in
      collection hereof and assents to each and every extension or postponement of
      the
      time of payment or other indulgence.

    


    The
      Lender may, at any time, present this Note or any sum payable hereunder to
      the
      Debtor in satisfaction of any sum due or payable by the Lender to Debtor for
      any
      reason whatsoever including but not limited to the payment for securities
      subscriptions.

    


    In
      the
      event of default hereunder such that this note is placed in the hands of an
      attorney for collection (whether or not suit is filed), or if this Note is
      collected by suit or legal proceedings or through bankruptcy proceedings, Debtor
      aggress to pay reasonable attorney’s fees and expenses of
      collection.

    


    This
      Note
      shall be governed by, and construed and interpreted in accordance with the
      laws
      of the State of New York. Exclusive jurisdiction relating to this Note shall
      vest in courts located in New York State.

    


    IN
      WITNESS WHEREOF, the undersigned has duly executed and delivered this Note
      the
      date and year first above written.

     

    
      	 	
               

            	VoIP,
              INC.
	 	 	 
	 	
              By:____________________

            
	 	
              Name:

            	
              Robert
                Staats

            
	 	
              Title:

            	
              Chief
                Accounting Officer

            


    

    


    Attest:

     

    _______________________